Thunder Software Technology Co.Ltd(300496) independent director
Prior approval opinions on matters related to the seventh meeting of the Fourth Board of directors
In accordance with the company law of the people’s Republic of China (hereinafter referred to as the “company law”), the rules for independent directors of listed companies, the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 2 – standardized operation of companies listed on GEM and other laws According to the relevant provisions of laws and regulations, normative documents and the articles of association, all independent directors of Thunder Software Technology Co.Ltd(300496) (hereinafter referred to as “the company”) carefully reviewed the relevant matters considered at the seventh meeting of the Fourth Board of directors of the company and issued the following prior approval opinions:
1、 Prior approval opinions on the renewal of accounting firm
After verification, the independent directors believe that Asia Pacific (Group) accounting firm (special general partnership) has the qualification for auditing securities and futures related businesses, has the experience and professional quality in auditing listed companies, and can meet the company’s requirements for audit institutions in terms of independence, professional competence, integrity and investor protection, Agree to continue to employ Asia Pacific (Group) as the company’s financial audit institution in 2022. Agree to submit the proposal to the board of directors for deliberation.
2、 Prior approval opinions on the prediction of major daily related party transactions in 2022
After verification, the main daily related party transactions expected by the company in 2022 are based on the needs of production and operation, which is reasonable and necessary. The transaction is priced according to the market, with reference to the market price, and the transaction amount is determined through full negotiation between both parties. The principles of openness, fairness and impartiality are followed, and there is no damage to the interests of the company and shareholders. Agree to submit the proposal to the board of directors of the company for deliberation. During the deliberation of the board of directors, the related directors shall withdraw from voting during the deliberation of this proposal.
3、 Prior approval opinions on matters related to the company’s issuance of A-Shares to specific objects in 2022 1 Prior approval opinions on the company meeting the conditions for issuing shares to specific objects
In accordance with the provisions of relevant laws, regulations and normative documents such as the company law, the securities law and the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation), we have checked the company item by item against the qualifications and relevant conditions of companies listed on the gem to issue shares to specific objects, It is considered that the company meets the conditions for GEM listed companies to issue shares to specific objects.
2. Prior approval opinions on the plan and scheme for issuing shares to specific objects
After carefully reviewing the company’s plan for issuing A-Shares to specific objects in 2022 and the company’s plan for issuing A-Shares to specific objects in 2022, we believe that the plan for issuing A-Shares to specific objects complies with the provisions of relevant laws, regulations and normative documents and does not harm the interests of the company and other shareholders. The scheme of issuing shares to specific objects is feasible. The price and pricing method of this issuance comply with the provisions of relevant laws, regulations and normative documents such as the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation). The investment projects raised funds comply with the national industrial policies and the provisions of relevant laws, regulations and normative documents. The market prospect is good, In line with the current market situation, the actual situation of the company and the long-term development plan of the company, it is conducive to enhancing the sustainable operation ability of the company, the long-term development of the company and the interests of all shareholders. There is no situation that damages the interests of the company or minority shareholders.
3. Prior approval opinions on the demonstration and analysis report of the stock issuance scheme to specific objects
The demonstration and analysis report on the company’s A-share issuance scheme to specific objects in 2022 prepared by the company fully demonstrates the necessity of this issuance to specific objects, the appropriateness of the selection scope, quantity and standard of this issuance objects, and the pricing principle of this issuance in combination with the company’s industry and development stage, financing planning, financial status and capital demand The rationality of basis, method and procedure, the feasibility of this issuance method, the fairness and rationality of this issuance scheme, the dilution of immediate return and the measures to be taken by the company in this issuance are demonstrated and analyzed in a practical and detailed manner, which is in line with the actual situation of the company.
4. Prior approval opinions on the feasibility analysis report on the use of funds raised by the company’s issuance of A-Shares to specific objects in 2022
The feasibility analysis report on the use of funds raised by issuing A-Shares to specific objects in 2022 prepared by the company fully demonstrates the feasibility of the investment project of the raised funds. The investment project of the raised funds complies with the provisions of relevant national laws, regulations and policies, and the current situation and development trend of the company’s industry, In line with the company’s actual business situation and long-term development strategic objectives, and in line with the interests of the company and all shareholders. 5. Prior approval opinions on the special report on the use of the company’s previously raised funds
After deliberation, we believe that the content of the special report on the use of the previously raised funds prepared by the company is true, accurate and complete. The use of the previously raised funds by the company conforms to the actual situation of the company, is conducive to the smooth implementation of the raised investment projects and the long-term development of the company, and is in line with the interests of the company and all shareholders; Comply with the relevant provisions of the China Securities Regulatory Commission, Shenzhen Stock Exchange and other relevant laws and regulations on the deposit and use of raised funds, and there is no violation of the deposit and use of raised funds.
6. Independent opinions on the company’s measures to dilute the immediate income and fill the return from the issuance of shares to specific objects this time
According to several opinions of the State Council on further promoting the healthy development of the capital market (GF [2014] No. 17) According to the opinions of the general office of the State Council on Further Strengthening the protection of the legitimate rights and interests of small and medium-sized investors in the capital market (GBF [2013] No. 110) and the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return for major asset restructuring (CSRC announcement [2015] No. 31), The company has carefully analyzed the impact of this issuance to specific objects on the dilution of immediate return and put forward specific measures to fill the return. The controlling shareholders, actual controllers, directors and senior managers of the company have made a commitment to the practical implementation of the company’s measures to fill the return. The above relevant measures and commitments comply with the provisions of relevant laws and regulations and the articles of association, and are conducive to protecting the interests of the company’s shareholders.
We believe that the company’s analysis of the impact of issuing shares to specific objects on the dilution of immediate return, relevant filling measures and commitments are in line with the provisions of the above documents and in the interests of the company and all shareholders.
7. Independent opinions on the shareholder return planning of the company in the next three years (20222024)
The shareholder return plan for the next three years (20222024) formulated by the company complies with the relevant provisions of the guidelines for the supervision of listed companies No. 3 – cash dividends of listed companies and the articles of association, further defines the company’s reasonable investment return to shareholders, enhances the transparency and operability of profit distribution decisions, and facilitates shareholders’ supervision of the company’s operation and profit distribution, It is conducive to safeguarding the rights and interests of the company’s shareholders, especially small and medium-sized shareholders. In conclusion, we agree to submit the relevant proposals on matters related to this issuance to the seventh meeting of the Fourth Board of directors of the company for deliberation.
(there is no text on this page, which is the signature page of Thunder Software Technology Co.Ltd(300496) independent directors’ prior approval opinions on matters related to the seventh meeting of the Fourth Board of directors) independent directors:
Wang Yue, Cheng Li, Huang Jie
March 3, 2022
