Securities abbreviation: Thunder Software Technology Co.Ltd(300496) securities code: Thunder Software Technology Co.Ltd(300496) Thunder Software Technology Co.Ltd(300496)
Plan for issuing A-Shares to specific objects in 2022 March 2002
Company statement
1. The company and all members of the board of directors guarantee that the contents of this plan are true, accurate and complete, and confirm that there are no false records, misleading statements or major omissions.
2. This plan is prepared in accordance with the measures for the administration of securities issuance and registration of companies listed on the gem (for Trial Implementation). 3. After the issuance of shares to specific objects, the company shall be responsible for the changes in the company's operation and income; The investors shall be responsible for the investment risks arising from the issuance of shares to specific objects.
4. This plan is the explanation of the board of directors of the company on the issuance of shares to specific objects. Any statement to the contrary is untrue.
5. The matters described in this plan do not represent the substantive judgment, confirmation, approval or approval of the examination and approval authority on the matters related to the issuance of shares to specific objects. The effectiveness and completion of the matters related to the issuance of shares to specific objects described in this plan have yet to be approved or approved by the relevant examination and approval authority.
6. Investors should consult their own stockbrokers, lawyers, professional accountants or other professional advisers if they have any questions.
hot tip
1. The matters related to the issuance of shares to specific objects have been deliberated and approved at the seventh meeting of the Fourth Board of directors of the company, and can only be implemented after being deliberated and approved by the general meeting of shareholders, reviewed and approved by Shenzhen Stock Exchange and approved by China Securities Regulatory Commission. 2. The issuing objects of this issuance shall not exceed 35, which are legal persons, natural persons or other legal investment organizations in accordance with the provisions of the CSRC; Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for more than two products under their management shall be regarded as one issuance object; As the issuing object, trust companies can only subscribe with their own funds. The final offering object will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) of the offering according to the bidding results after the application for the offering is reviewed and approved by Shenzhen Stock Exchange and the registration approval document of China Securities Regulatory Commission. The number of issuing objects shall comply with relevant laws and regulations. If the national laws and regulations have new provisions on the issuing object of issuing shares to specific objects, the company will adjust according to the new provisions. The shares are issued to specific objects this time, and all objects of the issue subscribe for the shares issued this time in cash.
3. The pricing benchmark date of this issuance is the first day of the issuance period of the company's shares to specific objects. The price of this offering shall not be less than 80% of the average trading price of the company's shares in the 20 trading days before the pricing benchmark date (average trading price of shares in the 20 trading days before the pricing benchmark date = total trading volume of shares in the 20 trading days before the pricing benchmark date / total trading volume of shares in the 20 trading days before the pricing benchmark date). The final issue price of this issuance will be determined through negotiation between the board of directors of the company and the sponsor (lead underwriter) of this issuance according to the bidding results in accordance with the provisions of relevant laws and regulations and the requirements of regulatory authorities after the company has been reviewed and approved by Shenzhen Stock Exchange and obtained the registration approval document of China Securities Regulatory Commission. If the company's shares have ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing base date to the issuance date, the issuance reserve price of this issuance will be adjusted accordingly. If national laws and regulations have new provisions on the issue pricing of shares issued to specific objects, the company will adjust according to the new provisions.
4. The proposed capital raised in this offering to specific objects shall not exceed 3100 million yuan (including this number), and the number of shares issued shall not exceed 20% of the total share capital of the company before this offering, i.e. not more than 85011576 shares (including this number), and shall be subject to the registration approval document of the CSRC on this offering. Within the above scope, the final issuance quantity shall be determined by the board of directors authorized by the general meeting of shareholders through consultation with the sponsor (lead underwriter) according to relevant regulations and actual subscription. If the company has ex rights issues such as bonus shares and share capital conversion from the pricing benchmark date of this issuance to the issuance date, the upper limit of the number of shares issued this time will be adjusted accordingly. If the total number of shares issued this time is adjusted due to changes in regulatory policies or in accordance with the requirements of the issuance registration approval document, the number of shares issued this time will be adjusted accordingly.
5. The shares subscribed by the issuing object of this issuance shall not be listed for trading within six months from the date of completion of the issuance. If laws, regulations and normative documents have other provisions on the sales restriction period, such provisions shall prevail. After the lock-in period expires, the reduction of the shares of the company obtained by the issuing object due to this issuance shall also comply with the company law, securities law, Shenzhen Stock Exchange GEM Listing Rules and other laws, regulations, normative documents, relevant rules of the exchange and the relevant provisions of the articles of association of the company. After the end of this offering, the company's shares increased due to the company's bonus shares and the conversion of capital reserve into share capital shall also comply with the above arrangement of the sales restriction period.
6. The total amount of funds to be raised in this issuance shall not exceed 3100 million yuan (including this amount), and the net amount of the raised funds after deducting the issuance expenses shall be used for the following items:
Unit: 10000 yuan
No. project name total investment of the project to be invested in raised funds
1. Research and development project of vehicle operating system 100497226500000
2 edge computing station R & D and industrialization project 1793957510050000
3 extended reality (XR) R & D and industrialization project 75852233 Shanghai Pudong Development Bank Co.Ltd(600000)
4 distributed computing network technology R & D project 29015171850000
5. Supplementary working capital 90 China Baoan Group Co.Ltd(000009) 000000
Total 47603731000000
Note: the final project name shall be subject to the name approved or filed by the competent department
Before the funds raised in this offering are in place, the company will invest in advance with self raised funds according to the actual situation of the project progress, and replace them in accordance with the procedures specified in relevant laws and regulations after the funds raised are in place.
If the actual net amount of raised funds in this offering is lower than the amount of raised funds to be invested, the company will adjust and finally decide the investment projects, priorities and specific investment amount of each project according to the actual net amount of raised funds and the specific situation of project implementation, and the insufficient part will be solved by the company's own funds.
7. The issuance of shares to specific objects will not lead to changes in the controlling shareholders and actual controllers of the company, and the distribution of equity of the company will not meet the listing conditions.
8. The articles of association complies with the relevant requirements of the notice on further implementing matters related to cash dividends of listed companies (zjf [2012] No. 37) and the guidelines for the supervision of listed companies No. 3 - cash dividends of listed companies (zjf announcement [2013] No. 43) of the CSRC. The company has formulated Thunder Software Technology Co.Ltd(300496) about the shareholder return plan of the company in the next three years (20222024), which needs to be deliberated and approved by the general meeting of shareholders of the company.
For details about the company's profit distribution policy, the formulation and implementation of cash dividend policy, the amount and proportion of cash dividend in the last three years, the shareholder return plan, etc., see "section IV profit distribution policy and implementation of the company" in this plan. 9. After the completion of this issuance of shares to specific objects, the accumulated undistributed profits before this issuance will be jointly enjoyed by the new and old shareholders of the company according to the proportion of shares after this issuance.
10、 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 (Guo Ban Fa [2013] No. 110), several opinions of the State Council on further promoting the healthy development of the capital market (Guo Fa [2014] No. 17) and the CSRC According to the requirements of the guiding opinions on matters related to the dilution of immediate return in initial public offering, refinancing and major asset restructuring (CSRC announcement [2015] No. 31), in order to protect the interests of small and medium-sized investors, the company analyzed the impact of this issuance on the dilution of immediate return and put forward specific measures to fill the return, Relevant entities have made commitments to the effective implementation of the company's filling return measures. For details, please refer to "section V statement and commitments of the board of directors related to this issuance" in this plan. Investors are invited to pay attention to it.
The measures of compensation and return designated by the company do not guarantee the future profits of the company. Investors should not make investment decisions on this basis. If investors make investment decisions on this basis and cause losses, the company will not be liable for compensation. Draw the attention of investors.
11. The validity period of the resolution on issuing shares to specific objects is 12 months from the date when the issuance plan is deliberated and adopted by the general meeting of shareholders of the company.
catalogue
The company declares that 1 special tips 2 catalog 5 interpretation Section 1 Summary of the stock issuance scheme to specific objects 10. Basic information of the issuer 10 II. Background and purpose of this release to specific objects 10 III. issuing object and its relationship with the company 13 IV. overview of the plan for issuing A-Shares to specific objects 13 v. whether this issuance constitutes a connected transaction 16 VI. whether this issuance leads to changes in the company's control XVIII. The issuance plan has been approved by relevant competent authorities and the procedures to be submitted for approval Section II feasibility analysis of the board of directors on the use of the raised funds 18 I. The use plan of the raised funds issued to specific objects 18 II. Necessity and feasibility analysis of the use of the raised funds 18 III. matters related to the investment projects with raised funds for approval 33 IV. the impact of this issuance on the company's operation and management and financial status 33 v. conclusion of feasibility analysis Section III discussion and analysis of the board of directors on the impact of this issuance on the company 34 I. Changes in the company's business and assets, articles of association, shareholder structure, senior management structure and business structure after the issuance 34 II. Changes in the company's financial position, profitability and cash flow after the issuance 35 III. Changes in the business relationship, management relationship, related party transactions and horizontal competition between the listed company and the controlling shareholders and their affiliates 35 IV. after the completion of this offering, whether the company's funds and assets are occupied by the controlling shareholders and their affiliates, or whether the company provides guarantees for the controlling shareholders and their affiliates 36 v. the impact of this offering on the debt structure of listed companies Section IV profit distribution policy and implementation of the company thirty-seven
1、 The company's profit distribution policy 37 II. Cash dividends of the company in recent three years 40 III. use arrangement of undistributed profits of the company in recent three years 40 IV. shareholders' dividend return plan for the next three years (20222024) Section V statements and commitments of the board of directors related to this offering 44 I. statement of the board of directors on whether there are other equity financing plans in the next 12 months other than this offering 44 II. The impact of the diluted immediate return issued to specific objects on the company's main financial indicators 44 III. special risk tips on the issuance of diluted immediate return to specific objects 46 IV. The relationship between the investment project of the raised funds and the existing business of the company and the reserves of the company in terms of personnel, technology, market and so on 46 v. main measures taken by the company to issue diluted immediate return to specific objects 47 VI. commitment issued by relevant entities to take filling measures for the diluted immediate return issued by the company to specific objects forty-nine
interpretation
In this plan, unless the context otherwise requires, the following abbreviations have the following meanings: I. basic definition Thunder Software Technology Co.Ltd(300496) / company / company / issuer Thunder Software Technology Co.Ltd(300496) person / listed company
The controlling shareholder and actual controller refers to Zhao Hongfei
General meeting of shareholders refers to the general meeting of Thunder Software Technology Co.Ltd(300496) shareholders
Board of directors refers to Thunder Software Technology Co.Ltd(300496) board of directors
Board of supervisors refers to Thunder Software Technology Co.Ltd(300496)
