Securities code: Thunder Software Technology Co.Ltd(300496) securities abbreviation: Thunder Software Technology Co.Ltd(300496) Announcement No.: 2022011
Thunder Software Technology Co.Ltd(300496)
Announcement on the forecast of daily connected transactions in 2022
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without falsity
Records, misleading statements or material omissions.
Thunder Software Technology Co.Ltd(300496) (hereinafter referred to as “the company”) the 7th Meeting of the 4th board of directors
The proposal on the prediction of daily connected transactions in 2022 was considered and adopted, as follows:
1、 Basic information of daily connected transactions
(I) overview of daily connected transactions
According to the needs of the company’s business development and daily operation, and in accordance with the provisions of relevant laws and regulations, the company and
The main daily related party transactions of subsidiaries in 2022 are expected as follows:
1. It is expected that the company and its holding subsidiaries and Beijing Huaxin hengtu Technology Development Co., Ltd. (hereinafter referred to as “Huaxin hengtu”)
Xinhengtu “) and its affiliated companies have daily connected transactions of no more than 50 million yuan in 2022. company
In 2021, the actual total amount of similar transactions between the company and Huaxin hengtu was 185528 million yuan.
2. It is expected that the company, its holding subsidiaries and Zhongtian Smart Technology Co., Ltd. (hereinafter referred to as “Zhongtian smart”)
And its affiliated companies have daily connected transactions of no more than 60 million yuan in 2022. Company 2021
The actual total amount of similar transactions between the company and Zhongtian wisdom is 102181 million yuan.
On March 3, 2022, the company held the 7th Meeting of the 4th board of directors, which deliberated and adopted the
Wang Huanxin, a related director, avoided voting on the proposal on the prediction of daily related party transactions in the year. Estimate of this related party transaction
The matter is within the approval authority of the board of directors and does not need to be submitted to the general meeting of shareholders for deliberation.
(II) estimated category and amount of daily connected transactions
As of disclosure
Pricing amount of related party transactions in the previous year (10000 yuan per day)
Purchase Huaxin hengtu and its software development and market measurement from related parties
The price of goods / services, commissioning and maintenance of affiliated companies is 5 Ping An Bank Co.Ltd(000001) 85528185528
Selling Zhongtian wisdom and its commodity sales, technology and market equity to related parties
Products, commodities / services provided by affiliated companies and software development price 200000 990.00 990.00 for services
Purchase Zhongtian wisdom and its software development and market measurement from related parties
The price of goods / services received from affiliated companies, such as commissioning and maintenance, is 400000 31.81 31.81
(III) actual occurrence of daily related party transactions in the previous year
The actual amount is expected to be paid, and the actual amount of related party transactions disclosed by the actual amount of related party transactions (the difference between the amount of 10000 students in the amount of related party transactions and the expected date and category content (10000 yuan)) is different
Acceptance of related Huaxin hengtu and its technical services 185528 – 1.24% – party service related company
Accept related technical services and equipment 31.81 – 0.02% – service and equipment procurement
Sales and technology of Zhongtian wisdom and its goods to related parties
Sale of goods, technical services and software of affiliated companies 990.00 – 0.35% — / provision of service development
The board of directors of the company did not predict the actual occurrence of daily connected transactions
Description of significant difference from expected
Actual occurrence of daily related party transactions by independent directors of the company-
Description of significant difference between the situation and the expectation
2、 Related person introduction and relationship
(I) Huaxin hengtu
1. Basic information
Name: Beijing Huaxin hengtu Technology Development Co., Ltd
Enterprise type: limited liability company (invested or controlled by natural person)
Legal representative: Li Li
Registered capital: 5 million yuan
Registered address: room 503, floor 5, Chuangda building, No. 9, Qinghua East Road, Haidian District, Beijing
Business scope: technology development, technology promotion, technology transfer and technology consultation; Sales of communication equipment, electronic products, mechanical equipment.
(market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
Shareholders: Li Li holds 60% and Beijing xinhengchuang Technology Development Co., Ltd. holds 40%.
Huaxin hengtu was established in September 2020 and its main business is software outsourcing services. As of December 31, 2021, the main business income was 262124 million yuan and the net profit was -175700 yuan. The net assets are 2124300 yuan (Unaudited).
2. Relationship with listed companies
Xinhengchuang Technology Development Co., Ltd., a wholly-owned subsidiary of the company, holds 40% of the shares of Huaxin hengtu. Wang Huanxin, director, Secretary of the board of directors and chief financial officer of the company, serves as the supervisor of Huaxin hengtu.
3. Performance capability analysis
The related parties are in good operation and credit condition and have sufficient performance ability.
(II) Zhongtian wisdom
1. Basic information
Name: Zhongtian Intelligent Technology Co., Ltd
Enterprise type: other limited liability companies
Legal representative: Li Li
Registered capital: 100 million yuan
Registered address: 601, 6 / F, Chuangda building, No. 9, Qinghua East Road, Haidian District, Beijing
Business scope: technology development, technical consultation, technical service and technology transfer; Computer technology training; Sell self-developed products, electronic products, communication equipment, computers, software service auxiliary equipment. (market entities shall independently choose business projects and carry out business activities according to law; projects that must be approved according to law shall carry out business activities according to the approved contents after being approved by relevant departments; they shall not engage in business activities of projects prohibited and restricted by national and municipal industrial policies.)
Shareholders: Sichuan Shuntian Intelligent Technology Co., Ltd. holds 39%, Tianfu Technology (Beijing) Co., Ltd. holds 26%, Zhongtian ZhangJin (Beijing) Technology Co., Ltd. holds 20%, and Thunder Software Technology Co.Ltd(300496) holds 15%.
Zhongtian wisdom was established in December 2014. Its main business is to provide mobile, digital and intelligent products and services. As of December 31, 2021, the main business income was 804496 million yuan and the net profit was 8.0798 million yuan. The net assets are 550982 million yuan (Unaudited).
2. Relationship with listed companies
Wang Huanxin, the company’s director, Secretary of the board of directors and chief financial officer, served as the director of Zhongtian wisdom.
3. Performance capability analysis
The related parties are in good operation and credit condition and have sufficient performance ability.
3、 Main contents of related party transactions
1. Pricing principle and transaction price
All transactions between the company and its subsidiaries and related parties are based on the market price, follow the fair and reasonable pricing principle and the pricing practice in the actual transaction, and negotiate to determine the transaction price, without damaging the interests of the listed company.
2. Signing of related party transaction agreement
The company and related parties will sign relevant agreements according to the actual needs of operation.
4、 Purpose of related party transactions and its impact on Listed Companies
The above related party transactions belong to normal commercial transactions, make full use of the advantages and unique resources of both parties, the transaction is necessary, and the pricing follows the commercial principles of compensation, fairness and voluntariness. The pricing is fair and reasonable, has no adverse impact on the company’s sustainable operation ability, profit and loss and asset status, does not damage the interests of listed companies, and has no impact on the independence of the company’s operation.
5、 Opinions of independent directors and intermediaries
1. Prior approval of independent directors
The main daily related party transactions expected by the company in 2022 are based on business needs, 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.
We 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.
2. Independent opinions of independent directors
The voting procedure of the company’s main daily related party transactions in 2022 is expected to be legal, fair and open. Such transactions are conducive to the development of the company’s main business. The transaction prices are determined by both parties through consultation with reference to the market price, which has no adverse impact on the independence of the company and does not damage the interests of the company and other shareholders. 3. Opinions of the sponsor
As the sponsor of Thunder Software Technology Co.Ltd(300496) after verification, China Merchants Securities Co.Ltd(600999) believes that:
The estimated related party transactions of the company are based on the normal business transactions of the company and meet the actual needs of the company’s production and operation; The price of related party transactions shall be determined by both parties through negotiation with reference to the market price of similar contracts of the company, and there is no situation that damages the interests of non related shareholders; The independence of the listed company will not be affected.
The matter has been deliberated and approved by the board of directors and the board of supervisors of the company, the related directors have avoided voting, the independent directors have issued prior approval opinions and consent opinions on the matter, and performed the necessary internal decision-making procedures, It complies with the requirements of 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 and other relevant provisions, and there is no situation that damages the interests of the company and all shareholders.
The recommendation institution has no objection to the main daily related party transactions of the company in 2022.
6、 Documents for future reference
1. Resolutions of the 7th Meeting of the 4th board of directors;
2. Resolutions of the 7th Meeting of the 4th board of supervisors;
3. Prior approval opinions of independent directors on matters related to the seventh meeting of the Fourth Board of supervisors;
4. Independent directors’ independent opinions on matters related to the seventh meeting of the Fourth Board of supervisors;
5. Opinions of the sponsor.
It is hereby announced.
Thunder Software Technology Co.Ltd(300496) board of directors
March 3, 2022
