Thunder Software Technology Co.Ltd(300496)
Controlling shareholders, actual controllers, directors and senior managers
Commitment on the company’s dilutive immediate return filling measures for issuing shares to specific objects this time
According to the requirements of the guiding opinions on matters related to initial public offering, refinancing and dilution of immediate return of major asset restructuring (CSRC announcement [2015] No. 31), the controlling shareholders, actual controllers, directors, directors and shareholders of Thunder Software Technology Co.Ltd(300496) (hereinafter referred to as “the company” or ” Thunder Software Technology Co.Ltd(300496) “) The senior managers undertake to take filling measures for the diluted immediate return involved in the company’s issuance of shares to specific objects in 2022, as follows:
1、 Mr. Zhao Hongfei, the controlling shareholder and actual controller of the company, promises as follows:
1. I will not interfere with the operation and management activities of the company beyond my authority, nor encroach on the interests of the listed company, and earnestly implement the relevant measures for the listed company to fill in the diluted immediate return.
2. I promise to earnestly fulfill the relevant measures for filling returns formulated by the company and any commitments I make about filling returns. If I violate these commitments and cause losses to the company or investors, I am willing to bear the liability for compensation to the company or investors according to law.
3. From the issuance date of this commitment to the completion of the company’s issuance of A-Shares to specific objects, if Shenzhen Stock Exchange and China Securities Regulatory Commission make other new regulatory provisions on filling return measures and commitments, and the above commitments can not meet the provisions of Shenzhen Stock Exchange and China Securities Regulatory Commission, it is promised that it will be in accordance with Shenzhen Stock Exchange The CSRC shall issue supplementary commitments in accordance with the latest regulations.
As one of the responsible subjects related to the filling return measures, the above commitments are the true intention of the promisor. The promisor voluntarily accepts the supervision of the regulatory authorities, self regulatory organizations and the public. If he violates the above commitments or refuses to fulfill the above commitments, I agree with the securities regulatory authorities such as China Securities Regulatory Commission and Shenzhen Stock Exchange in accordance with the relevant regulations formulated or issued by them The rules impose relevant penalties or take relevant regulatory measures on myself.
2、 The directors and senior managers of the company promise as follows:
1. I promise to faithfully and diligently perform my duties and safeguard the legitimate rights and interests of the company and all shareholders.
2. I promise not to transfer benefits to other units or individuals free of charge or under unfair conditions, nor to damage the interests of the company in other ways.
3. I promise to restrict personal job consumption behavior.
4. I promise not to use the company’s assets to engage in investment and consumption activities unrelated to the performance of my duties.
5. I promise to make every effort to link the salary system formulated by the company’s board of directors or the salary and assessment committee with the implementation of the company’s filling and return measures within the scope of my responsibilities and authorities, and vote in favor of the relevant proposals considered by the company’s board of directors and the general meeting of shareholders (if I have the right to vote).
6. If the company plans to implement equity incentive, I promise to make every effort to link the exercise conditions of equity incentive to be announced by the company with the implementation of the company’s filling return measures within the scope of my responsibilities and authorities, and vote in favor of the relevant proposals considered by the board of directors and the general meeting of shareholders (if any).
7. I promise that from the date of issuance of this commitment to the completion of the company’s issuance of A-Shares to specific objects, if Shenzhen Stock Exchange and China Securities Regulatory Commission make other new regulatory provisions on filling return measures and commitments, and the above commitments can not meet such provisions of Shenzhen Stock Exchange and China Securities Regulatory Commission, I promise that I will issue supplementary commitments in accordance with the latest regulations of Shenzhen Stock Exchange and China Securities Regulatory Commission.
8. I promise to earnestly fulfill the company’s compensation measures and any commitments I make about compensation measures. If I violate these commitments and cause losses to the company or investors, I am willing to bear the liability for compensation to the company or investors according to law.
As one of the responsible subjects related to the filling return measures, the above commitments are the true intention of the promisor. The promisor voluntarily accepts the supervision of the regulatory authorities, self regulatory organizations and the public. If he violates the above commitments or refuses to fulfill the above commitments, I agree with the securities regulatory authorities such as China Securities Regulatory Commission and Shenzhen Stock Exchange in accordance with the relevant regulations formulated or issued by them The rules impose relevant penalties or take relevant regulatory measures on myself.
(no text below)
(there is no text on this page, which is the signature page of the commitment of Thunder Software Technology Co.Ltd(300496) controlling shareholders, actual controllers, directors and senior managers on the measures to fill in the diluted immediate return of the company’s issuance of shares to specific objects)
