Securities code: Thunder Software Technology Co.Ltd(300496) securities abbreviation: Thunder Software Technology Co.Ltd(300496) Announcement No.: 2022003 Thunder Software Technology Co.Ltd(300496)
Announcement of resolutions of the 7th Meeting of the 4th board of supervisors
All directors and senior managers of the company guarantee that the contents of the announcement are true, accurate and complete, and are responsible for false records, misleading statements or major omissions in the announcement.
1、 Meetings of the board of supervisors
Thunder Software Technology Co.Ltd(300496) (hereinafter referred to as “the company”) the seventh meeting of the Fourth Board of supervisors was held in the company’s conference room on Thursday, March 3, 2022 in the form of on-site communication. The notice of the meeting was sent to all supervisors by mail on February 20, 2022. There are 3 supervisors who should attend the meeting and 3 supervisors who actually attended the meeting.
The meeting was presided over by Mr. Liu Xuehui, chairman of the board of supervisors. The meeting shall be held in accordance with relevant laws, regulations, rules and the articles of association. The supervisors present at the meeting carefully considered various proposals and made the following resolutions:
2、 Deliberation at the meeting of the board of supervisors
(I) deliberated and passed the proposal on the work report of the board of supervisors in 2021
In strict accordance with the company law, the articles of association and other relevant provisions and requirements, the board of supervisors of the company earnestly performed and exercised the supervisory powers and responsibilities of the board of supervisors, effectively supervised the company’s business activities, financial status, related party transactions, major decisions and other aspects, and better protected the rights and interests of the company’s shareholders, the interests of the company and the legitimate rights and interests of employees, Promoted the standardized operation of the company.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(II) deliberated and passed the proposal on the financial statement report of 2021
After review, the board of supervisors believes that the report comprehensively reflects the overall performance and main financial data of the company in 2021.
(III) deliberation and approval of the proposal on the annual report for 2021 and its summary
After review, the board of supervisors believes that the procedures for the full text and summary of the company’s 2021 annual report prepared and reviewed by the board of directors comply with laws, administrative regulations and the provisions of the CSRC. The contents of the report truly, accurately and completely reflect the actual situation of the company, and there are no false records, misleading statements or major omissions. Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(IV) deliberated and passed the proposal on the profit distribution plan for 2021
The board of supervisors believes that the profit distribution plan for 2021 is in line with the company’s operation, relevant laws, regulations and the articles of association, has legitimacy, compliance and rationality, and does not harm the interests of the company’s shareholders, especially the minority shareholders.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(V) deliberated and passed the proposal on the self evaluation report on internal control in 2021
After verification, the board of supervisors believes that the company’s self-evaluation report on internal control in 2021 truthfully reflects the real situation of the company’s internal control, and there are no obvious weak links and major defects. With the needs of the company’s future operation and development, the company needs to continuously deepen management and further improve the internal control system, Make it meet the needs of the company’s development and the requirements of relevant national laws and regulations.
Voting results: 3 in favor, 0 against and 0 abstention.
(VI) the proposal on the report on the deposit and actual use of raised funds in 2021 was considered and adopted
The board of supervisors held that during the reporting period, the company deposited and used the raised funds in strict accordance with the relevant laws, regulations and normative documents such as the Shenzhen Stock Exchange gem stock listing rules, the guidelines for self discipline supervision of listed companies No. 2 – standardized operation of GEM listed companies, as well as the relevant provisions of the raised funds management system. The contents of the special report can truly and accurately reflect the storage and use of the company’s raised funds, and the company does not use the raised funds in violation of regulations.
Voting results: 3 in favor, 0 against and 0 abstention.
(VII) deliberation and approval of the proposal on renewing the appointment of accounting firms
The board of supervisors agreed to renew the appointment of Asia Pacific (Group) accounting firm (special general partnership) to provide audit services for the company in 2022.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(VIII). The proposal on using temporarily idle self owned funds to purchase financial products was deliberated and adopted
The board of supervisors believes that the decision-making procedures and determination basis of the company’s application for using temporarily idle self owned funds to purchase financial products comply with the company law, the articles of association and other relevant provisions. The use of temporarily idle self owned funds to purchase financial products is carried out on the premise of ensuring that the normal production and operation of the company and the risk are controllable, and does not affect the daily capital turnover needs of the company, It will not affect the normal development of the company’s main business. At the same time, it helps to increase the company’s cash management income and reduce the financial cost, without damaging the interests of shareholders, especially the interests of small and medium-sized investors. Agree to use temporarily idle self owned funds to purchase financial products.
Voting results: 3 in favor, 0 against and 0 abstention.
(IX) the proposal on cash management with temporarily idle raised funds was deliberated and adopted
The board of supervisors believes that the company’s use of temporarily idle raised funds to invest in products with high safety and good liquidity can improve the use efficiency of the company’s funds and increase capital income, will not affect the investment of raised investment projects and the normal use of raised funds, will not affect the normal production and operation of the company, and will not damage the interests of the company and minority shareholders, The decision-making and deliberation procedures of this matter are legal and compliant. It is agreed that the company will use the temporarily idle raised funds for cash management, and the funds can be recycled and used in a rolling manner, with the amount not exceeding RMB 800 million.
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
(x) the proposal on the prediction of major daily related party transactions in 2022 was deliberated and adopted
After deliberation, the board of supervisors believes that the daily related party transactions of the company in 2022 are expected to be the needs of the company’s normal business development, and the related transactions follow the principles of objectivity, fairness, equality, voluntariness and mutual benefit. The transaction pricing method is to refer to the market price and negotiate pricing. There is no situation that damages the interests of the company and shareholders, especially minority shareholders.
Voting results: 3 in favor, 0 against and 0 abstention.
（11） I. deliberated and passed the proposal on canceling some stock options
After review, the board of supervisors believes that: in view of the resignation of 8 incentive objects in the company’s stock option incentive plan for personal reasons, the company plans to cancel 99400 stock options granted but not exercised by incentive objects that do not meet the incentive conditions.
The cancellation of some stock options complies with the relevant provisions of laws, regulations and systems such as the administrative measures for equity incentive of listed companies and the company’s 2020 stock option incentive plan. The decision-making procedures are legal and compliant, and there is no damage to the interests of the company and all shareholders. The board of supervisors agreed to cancel the above stock options.
Voting results: 3 in favor, 0 against and 0 abstention.
（12） . the proposal on the achievement of exercise conditions in the second exercise period of the company’s 2020 stock option incentive plan was deliberated and adopted
After verification, the board of supervisors believes that according to the relevant provisions of the measures for the administration of equity incentive of listed companies, the company’s 2020 stock option incentive plan and the measures for the administration of the implementation and assessment of 2020 stock option incentive plan, the exercise conditions for the second exercise period of the company’s 2020 stock option incentive plan have been achieved, The 65 incentive objects that can be exercised this time have met the exercise conditions, and their subject qualification as incentive objects in the second exercise period of the company’s incentive plan is legal and effective. It is agreed that the company will handle all matters related to the exercise of rights for the incentive objects that can exercise rights this time.
Voting results: 3 in favor, 0 against and 0 abstention.
（13） . the proposal on increasing the registered capital of the company and amending the articles of association was deliberated and adopted. The voting results: 3 votes in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
（14） . the proposal on the company meeting the conditions for issuing shares to specific objects was deliberated and adopted
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
（15） I. review the proposal on the company’s plan to issue A-Shares to specific objects in 2022 item by item
1. (I) types and par value of shares issued
Voting results: 3 in favor, 0 against and 0 abstention.
2. (II) mode and time of issuance
Voting results: 3 in favor, 0 against and 0 abstention.
3. (III) issuance object reviewed and approved
Voting results: 3 in favor, 0 against and 0 abstention.
4. (IV) issuance price and pricing principles
Voting results: 3 in favor, 0 against and 0 abstention.
5. (V) issuance quantity
Voting results: 3 in favor, 0 against and 0 abstention.
6. (VI) subscription method reviewed and approved
Voting results: 3 in favor, 0 against and 0 abstention.
7. (VII) sales restriction period
Voting results: 3 in favor, 0 against and 0 abstention.
8. (VIII) listing place
Voting results: 3 in favor, 0 against and 0 abstention.
9. (IX) arrangements for accumulated undistributed profits before the issuance
Voting results: 3 in favor, 0 against and 0 abstention.
10. (x) amount and purpose of raised funds
11. Deliberating and adopting the validity period of resolution (XI)
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
（16） . the proposal on the company’s plan for issuing A-Shares to specific objects in 2022 was reviewed and approved
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
（17） . the proposal on the demonstration and analysis report of the company’s plan to issue A-Shares to specific objects in 2022 was reviewed and approved
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
（18） . the proposal on the feasibility analysis report on the use of funds raised by the company’s issuance of A-Shares to specific objects in 2022 was reviewed and approved
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
（19） . the proposal on the special report on the use of the company’s previously raised funds was deliberated and adopted. The voting results: 3 votes in favor, 0 votes against and 0 abstentions.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
（20） . the proposal on diluting the immediate return and taking filling measures for the company’s issuance of shares to specific objects was deliberated and adopted
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
（21） . the proposal on the commitment of controlling shareholders, actual controllers, directors and senior managers to take filling measures to dilute the immediate return of the company’s issuance of shares to specific objects was deliberated and adopted. The voting results: 3 votes in favor, 0 votes against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
（22） The proposal on the company’s shareholder return plan for the next three years (20222024) was reviewed and approved
Voting results: 3 in favor, 0 against and 0 abstention.
This proposal shall be submitted to the general meeting of shareholders of the company for deliberation.
（23） . the proposal on establishing a special account for raising funds by issuing shares to specific objects was deliberated and adopted
Voting results: 3 in favor, 0 against and 0 abstention.
3、 Documents for future reference
1. Resolutions of the 7th Meeting of the 4th board of supervisors;
2. Opinions of supervisors on matters related to the seventh meeting of the Fourth Board of supervisors.
It is hereby announced.
Board of supervisors
