Thunder Software Technology Co.Ltd(300496) 2021 work report of independent directors
(Wang Yue)
March, 2002
Shareholders and shareholder representatives:
As an independent director of Thunder Software Technology Co.Ltd(300496) (hereinafter referred to as “the company”), I strictly followed the company law of the people’s Republic of China, the rules for independent directors of listed companies and the guidelines for self discipline supervision of listed companies No. 2 – standardized operation of companies listed on GEM in 2021 In accordance with the provisions of Several Provisions on strengthening the protection of the rights and interests of shareholders of social public shares and other laws and regulations, as well as the provisions of Thunder Software Technology Co.Ltd(300496) articles of association, detailed rules for the work of independent directors and other relevant systems, they are diligent and conscientious, earnestly exercise the rights conferred by the company, timely understand the production and operation information of the company, and pay full attention to the development of the company, Actively attend relevant meetings held by the company in 2021, express independent opinions on relevant matters considered by the board of directors, faithfully perform their duties, give full play to the role of independent directors, and safeguard the overall interests of the company and the legitimate rights and interests of all shareholders, especially minority shareholders. I hereby report my performance of the duties of independent director in 2021 to all shareholders as follows:
1、 Attendance at meetings
In 2021, the company held 9 meetings of the board of directors. I personally attended 9 meetings of the board of directors. There was no absence from the meeting, and there was no failure to attend the meeting of the board of directors for two consecutive times.
Before attending the meeting, I carefully read, carefully studied and investigated various proposals and relevant materials considered by the board of directors. At the meeting, actively participate in the discussion of various motions, put forward reasonable suggestions, and express opinions on various motions independently and responsibly. I believe that the convening and convening of the board of directors of the company meet the legal requirements, and the relevant examination and approval procedures have been performed for major matters. In 2021, I carefully considered various proposals considered by the board of directors, and all voted in favour, without negative vote or abstention.
2、 Independent opinions
In 2021, I actively studied and analyzed all major matters of the company, gave full play to the professional advantages of independent directors, strictly reviewed and focused on the scientificity and rationality of decision-making procedures for major matters, and issued relevant independent opinions as follows:
1. Opinions on the 25th annual meeting of the independent accounting firm and the third meeting of the board of directors in 2021 were approved; The profit distribution plan in 2020, the self-evaluation report on internal control in 2020, the special description of the funds occupied by the company’s controlling shareholders and other related parties, the special description of the company’s director’s allowance and senior management’s salary and external guarantee in 2021, the application for the comprehensive credit line in 2021, the deposit and actual use of the company’s raised funds in 2020 An independent motion was issued on the use of temporarily idle self owned funds to purchase financial products, the use of temporarily idle raised funds for cash management, the increase of the implementation subjects of some investment projects with raised funds, the cancellation of some stock options, the cancellation of some stock options, and the achievement of the exercise conditions in the first exercise period of the 2020 stock option incentive plan.
2. On April 28, 2021, at the 26th meeting of the third board of directors of the company, he expressed independent opinions on adjusting the exercise price of stock options in the 2020 stock option incentive plan and by electing independent directors. 3. On June 28, 2021, at the 27th meeting of the third board of directors of the company, the general election of the company’s board of directors and the nomination of non independent directors of the Fourth Board of directors, the general election of the company’s board of directors and the nomination of independent directors of the Fourth Board of directors, allowances for directors of the Fourth Board of directors, waiver of preemptive rights and related party transactions He expressed independent opinions on changing the implementation location of the project invested by raised funds.
4. On July 14, 2021, at the first meeting of the Fourth Board of directors of the company, he expressed independent opinions on the appointment of senior managers of the company.
5. On July 29, 2021, at the second meeting of the Fourth Board of directors, the company expressed independent opinions on the occupation of the company’s funds and external guarantees by the company’s controlling shareholders and other related parties, and the deposit and actual use of the company’s raised funds in the half year of 2021.
6. On September 6, 2021, at the third meeting of the Fourth Board of directors of the company, the company cancelled some granted but not yet vested restricted stocks, adjusted the stock grant price of the company’s 2020 restricted stock incentive plan, the achievement of the attribution conditions in the first attribution period of the 2020 restricted stock incentive plan, the company’s 2021 restricted stock incentive plan (Draft) and its summary The company expressed independent opinions on the scientificity and rationality of the indicators set in the restricted stock incentive plan in 2021.
7. On October 15, 2021, at the fourth meeting of the Fourth Board of directors of the company, independent opinions were expressed on the proposal on granting restricted shares to incentive objects.
8. On October 27, 2021, at the fifth meeting of the Fourth Board of directors of the company, independent opinions were expressed on the proposal to increase the implementation subject of some investment projects with raised funds and change some special accounts for raised funds. 9. On November 3, 2021, at the sixth meeting of the Fourth Board of directors of the company, the company issued prior approval and independent opinions on the proposal of the company and the enterprise controlled by the actual controller to jointly invest in the establishment of intelligent driving platform company and related party transaction.
3、 Understand the production and operation of the company
1. Regularly communicate with the company’s internal audit department and audit institution to understand the company’s financial status and operating results in real time.
2. Regularly communicate with the company’s senior executives on the company’s decision-making, plan and implementation results, and understand the company’s daily operation.
4、 Work of special committees of the board of directors
As the chairman of the audit committee of the board of directors, the member of the remuneration and assessment committee and the member of the nomination committee, I participated in six meetings of the audit committee, five meetings of the remuneration and assessment committee and three meetings of the nomination committee in 2021. According to the working rules of the audit committee, the working rules of the remuneration and assessment committee, the working rules of the nomination committee and other relevant systems, carry out the communication, supervision and verification of the company’s internal and external audit, and review the achievement of the attribution conditions in the first attribution period of the restricted stock incentive plan in 2020, Adjust the stock grant price of the company’s 2020 restricted stock incentive plan, and cancel some restricted stocks that have been granted but have not been vested; The company’s restricted stock incentive plan in 2021, the implementation of assessment management measures and directors’ allowances; The nomination of new directors and other matters have effectively fulfilled relevant responsibilities and obligations.
5、 Work done in protecting the rights and interests of investors
1. Supervise and inspect the information disclosure of the company. Urge the company to do a good job of information disclosure in strict accordance with the relevant provisions of laws and regulations such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange and the guidelines for the standardized operation of GEM listed companies of Shenzhen Stock Exchange, so as to ensure the authenticity, accuracy, integrity and timeliness of the company’s information disclosure and safeguard the legitimate rights and interests of the company and shareholders.
2. Supervise and inspect the company’s governance structure and operation management. In 2021, the board of directors carefully checked the major matters considered and decided in advance, carefully checked the matters related to the company’s daily operation, financial management, internal control system construction and other matters, expressed independent opinions when necessary, and exercised the voting right independently, objectively and prudently on the basis of full understanding.
6、 Learning and training
Since I became an independent director of the company, I have always paid attention to learning the latest laws, regulations and various rules and regulations, actively participated in various forms of training, deepened my understanding and understanding of relevant laws and regulations, especially those related to standardizing the corporate governance structure of the company and protecting the shareholders’ rights and interests of the public, and continuously improved my ability to perform my duties, Form the ideology of protecting the shareholders’ rights and interests of the public, improve their ability to supervise the company’s operation, provide better opinions and suggestions for the company’s scientific decision-making and risk prevention, and effectively strengthen the ability to protect the legitimate rights and interests of the company and investors.
7、 Other working conditions
1. In 2021, no independent director proposed to hold a meeting of the board of directors;
2. In 2021, no independent director proposed to hire or dismiss an accounting firm;
3. In 2021, no independent director proposed to hire an external audit institution or consulting institution. In 2022, I will continue to actively study relevant laws and regulations, continue to faithfully perform the duties of independent directors in the spirit of seriousness, diligence and prudence, in accordance with the provisions and requirements of relevant laws and regulations and relevant rules and regulations of the company, give full play to the role of independent directors, and provide more constructive suggestions for the development of the company, Improve the standard operation and scientific decision-making level of the company’s board of directors, and safeguard the overall interests of the company and the legitimate rights and interests of all shareholders.
It is hereby reported.
Independent director: Wang Yue March 3, 2022
