China Merchants Securities Co.Ltd(600999)
About Thunder Software Technology Co.Ltd(300496)
Verification opinions on the occupation of funds by controlling shareholders and other related parties
China Merchants Securities Co.Ltd(600999) (hereinafter referred to as ” China Merchants Securities Co.Ltd(600999) ” and “sponsor”) as the sponsor of Thunder Software Technology Co.Ltd(300496) (hereinafter referred to as ” Thunder Software Technology Co.Ltd(300496) ” and “company”) non-public issuance of A-Shares on the gem in 2020, in accordance with the administrative measures for securities Issuance and listing sponsor business and the gem stock listing rules of Shenzhen Stock Exchange (revised in 2020) The provisions of relevant laws, regulations and normative documents, such as the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on the gem, the regulatory guidelines for listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies (revised in 2022), Prudently checked the fund occupation of Thunder Software Technology Co.Ltd(300496) controlling shareholders and other related parties, and issued the following verification opinions: I. there is no basic situation of fund occupation of controlling shareholders and other related parties
In accordance with the notice of China Securities Regulatory Commission on Several Issues concerning the regulation of capital exchanges between listed companies and related parties and external guarantees of listed companies (CSRC announcement [2017] No. 16), the guidelines for business handling of companies listed on the gem No. 2 – matters related to periodic report disclosure of Shenzhen Stock exchange, and the relevant provisions of the articles of association, The special statement on the occupation of funds by controlling shareholders and other related parties in 2020 has been prepared. The controlling shareholders and other related parties of the company do not occupy the company’s funds, nor do they occupy funds by illegal related parties in previous years and accumulated to December 31, 2021.
2、 Internal control measures taken by the company to prevent illegal occupation of funds by controlling shareholders and other related parties
The company has established and improved the monetary fund management system, related party transaction management system, raised fund management system and other internal control systems, defined the review and approval procedures and information disclosure obligations for the use of funds, related party transactions and raised funds, standardized the use and circulation of operating and non operating funds of the company, and prevented the controlling shareholders The actual controller and its affiliates directly or indirectly occupy the funds or other resources of the listed company to protect the interests of the company from infringement.
The company will continue to implement the corresponding review procedures and fulfill the obligation of information disclosure in strict accordance with the requirements of relevant regulations of China Securities Regulatory Commission and Shenzhen Stock Exchange. 3、 Special opinions issued by accountants
The 2021 financial report of the company has been audited by Asia Pacific (Group) Certified Public Accountants (special general partnership), and an unqualified audit report of “Ya Kuai Shen Zi (2022) No. 0110002” standard was issued on March 3, 2022, On the same day, the special audit statement on the occupation of Thunder Software Technology Co.Ltd(300496) non operating funds and other related capital transactions of the company in 2021 was issued with respect to the occupation of non operating funds and other related capital transactions of the company in 2021. 4、 Relevant review procedures and special opinions
1. Deliberations of the board of directors
The seventh meeting of the Fourth Board of directors of the company deliberated and adopted the proposal on the special explanation on the occupation of funds by controlling shareholders and other related parties.
2. Opinions of independent directors
The independent directors of the company expressed their independent opinions on the special description of the occupation of funds by the controlling shareholders and other related parties of the company as follows: after verification, in 2021, the controlling shareholders and other related parties of the company did not occupy the company’s funds, nor did they occupy funds by illegal related parties in previous years and accumulated to December 31, 2021, The company strictly abides by the company law, the articles of association and other relevant laws and regulations, and strictly controls the relevant risks. 5、 Verification opinions of the recommendation institution
As the sponsor of Thunder Software Technology Co.Ltd(300496) after verification, China Merchants Securities Co.Ltd(600999) believes that:
The company has established, improved and strictly implemented internal control systems such as monetary fund management system, related party transaction management system and raised fund management system. The controlling shareholders and other related parties of the company do not occupy the company’s funds, nor do they occupy funds by illegal related parties in previous years and accumulated to December 31, 2021. The company strictly controls the relevant risks, prevents the controlling shareholders, actual controllers and their affiliates from directly or indirectly occupying the funds or other resources of the listed company, and protects the interests of the company from infringement.
During this year, the controlling shareholders and other related parties of the company did not occupy the funds of the listed company, which has been deliberated and approved by the board of directors of the company, the independent directors have expressed their opinions and fulfilled the necessary internal decision-making procedures, and the accountants have issued special instructions, which is in line with the company law, the securities law According to the requirements of relevant provisions such as the Shenzhen Stock Exchange GEM Listing Rules (revised in 2020) and the Shenzhen Stock Exchange listed companies self regulatory guidelines No. 2 – standardized operation of GEM listed companies, there is no case that the controlling shareholders, actual controllers and their affiliates directly or indirectly occupy the funds or other resources of the listed company, There is no situation that damages the interests of the company and all shareholders.
The recommendation institution has no objection to the capital occupation of the company’s controlling shareholders and other related parties in 2021.
(there is no text on this page, which is the signature and seal page of China Merchants Securities Co.Ltd(600999) verification opinions on the occupation of funds by Thunder Software Technology Co.Ltd(300496) controlling shareholders and other related parties)
Sponsor representative:
Shen Tao, Sun Yue
China Merchants Securities Co.Ltd(600999) March 3, 2022
