Securities code: Thunder Software Technology Co.Ltd(300496) securities abbreviation: Thunder Software Technology Co.Ltd(300496) Announcement No.: 2022009 Thunder Software Technology Co.Ltd(300496)
Announcement on using temporarily idle self owned funds to purchase financial products
The company and all members of the board of directors guarantee that the information disclosed is true, accurate and complete without false records, misleading statements or major omissions.
Thunder Software Technology Co.Ltd(300496) (hereinafter referred to as “the company”) held the 7th Meeting of the 4th board of directors on March 3, 2022, deliberated and adopted the proposal on using temporarily idle self owned funds to purchase financial products. On the basis of ensuring the normal operation and capital demand of the company, the company plans to use temporarily idle self owned funds to purchase financial products according to the capital use plan, which has high safety and The total amount of low-risk financial products with good liquidity shall not exceed the equivalent of RMB 500 million. The investment period starts from the date of deliberation and approval of the annual board of directors in 2021 to the date of convening the annual board of directors in 2022. Within the validity period, it can be used in rolling within the above limit. Authorize chairman Zhao Hongfei or his designated authorized agent to sign relevant agreements within the limit.
1、 Investment overview
1. Investment purpose: in order to improve the use efficiency of self owned funds, on the basis of ensuring the normal operation and capital demand of the company, use the temporarily idle self owned funds to buy low-risk financial products with high safety and good liquidity according to the capital use plan, so as to increase the cash management income of the company.
2. Investment quota: the company uses its own funds with a total quota of no more than 500 million yuan to purchase financial products. Within the validity period, the funds can be used in rolling within the above quota.
3. Investment varieties: the company will strictly control risks in accordance with relevant regulations, strictly evaluate and screen financial products, and select low-risk financial products with high safety and good liquidity.
4. Investment period: from the date of deliberation and approval of the annual board of directors in 2021 to the date of convening the annual board of directors in 2022, it can be used in rolling within the above limit within the validity period.
5. Source of funds: the company’s own funds temporarily idle.
6. Decision making procedure: this matter has been deliberated and approved by the board of directors of the company, and the board of supervisors and independent directors have expressed their consent.
7. Information disclosure
The company will timely disclose the specific situation of purchasing financial products in accordance with the relevant requirements of the guidelines for self discipline supervision of listed companies No. 2 – standardized operation of companies listed on GEM.
8. The trustee of the financial products to be invested by the company are formal financial institutions such as banks, which are not related to the company.
2、 Investment risk analysis and risk control measures
1. Investment risk
(1) Although short-term and low-risk financial products belong to the category of low-risk investment, the financial market is greatly affected by the macro-economy, and it is not excluded that the investment is affected by market fluctuations;
(2) The company will intervene timely and appropriately according to the economic situation and changes in the financial market, so the actual income of short-term investment is unpredictable;
(3) Operation and monitoring risks of relevant staff.
2. Risk control measures
For possible investment risks, the company proposes the following measures:
(1) After passing the review, Zhao Hongfei, the chairman of the board of directors or his designated authorized agent will be authorized to sign relevant agreements within the limit. The relevant financial personnel of the company will timely analyze and track the investment direction of financial products and the progress of the project. If the evaluation finds that there are risk factors that may affect the safety of the company’s funds, corresponding measures will be taken in time to control the investment risk;
(2) The internal audit department of the company is responsible for the internal supervision of the use and custody of funds of financial products, and conduct a comprehensive inspection of all investment projects of financial products at the end of each fiscal year;
(3) The independent directors and the board of supervisors of the company shall supervise and inspect the use of funds, and may hire professional institutions to audit when necessary;
(4) The company will do a good job of relevant information disclosure in accordance with the relevant provisions of Shenzhen Stock Exchange.
3、 Impact on the company’s operation
1. The company adheres to the principles of standardized operation, risk prevention, prudent investment, value preservation and appreciation, and uses idle self owned funds to invest in low-risk financial products with high safety and good liquidity. It is implemented on the premise of ensuring the daily operation and capital safety of the company, which will not affect the normal turnover needs of the company’s daily funds and the normal development of the company’s main business;
2. Appropriate investment in low-risk financial products with high security and good liquidity can improve the efficiency of capital use, further improve the overall performance level of the company and fully protect the interests of shareholders.
4、 Opinions of independent directors
The independent directors carefully considered the matters related to the company’s use of temporarily idle self owned funds to purchase financial products and expressed the following opinions:
After verification, the decision-making procedure and determination basis of the company’s application for using temporarily idle self owned funds to purchase financial products comply with the company law, the articles of association and other relevant provisions. The use of temporarily idle self owned funds to purchase financial products is carried out on the premise of ensuring that the normal production and operation of the company and the risk are controllable, and does not affect the daily capital turnover needs of the company, It will not affect the normal development of the company’s main business. At the same time, it helps to increase the company’s cash management income and reduce the financial cost, without damaging the interests of shareholders, especially the interests of small and medium-sized investors. Agree to use temporarily idle self owned funds to purchase financial products.
5、 Opinions of the board of supervisors
The board of supervisors believes that the decision-making procedures and determination basis of the company’s application for using temporarily idle self owned funds to purchase financial products comply with the company law, the articles of association and other relevant provisions. The use of temporarily idle self owned funds to purchase financial products is carried out on the premise of ensuring that the normal production and operation of the company and the risk are controllable, and does not affect the daily capital turnover needs of the company, It will not affect the normal development of the company’s main business. At the same time, it helps to increase the company’s cash management income and reduce the financial cost, without damaging the interests of shareholders, especially the interests of small and medium-sized investors. Agree to use temporarily idle self owned funds to purchase financial products.
6、 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 company’s use of temporarily idle self owned funds to purchase financial products has been deliberated and approved by the board of directors and the board of supervisors of the company. The independent directors have expressed their consent and fulfilled the necessary internal decision-making procedures, which is in line with the rules for the listing of shares on the gem of Shenzhen Stock Exchange (revised in 2020) Shenzhen Stock Exchange self regulatory guidelines for listed companies No. 2 – standardized operation of GEM listed companies and other relevant provisions. The company has formulated corresponding risk control measures. The use of temporarily idle self owned funds to purchase financial products will not affect the normal development of the company’s business activities and will not damage the interests of the company and all shareholders.
The recommendation institution has no objection to the company’s use of temporarily idle self owned funds to purchase financial products.
It is hereby announced
Thunder Software Technology Co.Ltd(300496) board of directors
March 3, 2022
