Thunder Software Technology Co.Ltd(300496)
Work report of the board of supervisors in 2021
Dear supervisors
In 2021, the board of supervisors of Thunder Software Technology Co.Ltd(300496) (hereinafter referred to as “the company”) faithfully performed the functions and powers of the board of supervisors in strict accordance with the requirements of the company law, the articles of association, the rules of procedure of the board of supervisors and relevant laws and regulations, and in the attitude of safeguarding the interests of the company and being responsible to shareholders. Members of the board of supervisors attended the general meeting of shareholders and the board of directors held by the company. We have carefully supervised the company’s financial situation, major events and the performance of the company’s directors and senior managers, and made positive efforts to promote the standardized operation of the company and effectively safeguard the legitimate rights and interests of shareholders and employees. The relevant information is reported as follows:
1、 Work of the board of supervisors during the reporting period
In this year, the board of supervisors held meetings in accordance with established procedures, and held nine meetings:
1. The 24th Meeting of the third session of the board of supervisors was held on March 15, 2021, and 13 proposals including the 2020 annual report of the board of supervisors, the 2020 annual report and its abstract, the proposal on the 2019 profit distribution plan, and the proposal on the achievement of the exercise conditions in the first exercise period of the company’s 2020 stock option incentive plan were considered and adopted;
2. The 25th meeting of the third session of the board of supervisors was held on April 28, 2021, which deliberated and adopted two proposals: the proposal on the report of the first quarter of 2021 and the proposal on adjusting the exercise price of stock options in the company’s 2020 stock option incentive plan;
3. The 26th meeting of the third board of supervisors was held on June 28, 2021, which considered and adopted four proposals, including the proposal on the general election of the company’s board of supervisors and the nomination of non employee representative supervisors of the Fourth Board of supervisors, and the proposal on abandoning the preemptive right and related party transactions;
4. The first meeting of the Fourth Board of supervisors was held on July 14, 2021, and the proposal on electing the chairman of the Fourth Board of supervisors of the company was considered and adopted;
5. The second meeting of the Fourth Board of supervisors was held on July 29, 2021, and the proposal on the semi annual report of 2021 and its summary and the special report on the deposit and actual use of raised funds in the semi annual report of 2021 were considered and adopted;
6. The third meeting of the Fourth Board of supervisors was held on September 6, 2021, which considered and approved six proposals, including the proposal on the incentive plan for restricted stocks in 2021 and the proposal on the achievement of the attribution conditions of the company’s incentive plan for restricted stocks in the first vesting period in 2020;
7. The fourth meeting of the Fourth Board of supervisors was held on October 13, 2021, and the proposal on granting restricted shares to incentive objects was deliberated and adopted;
8. The fifth meeting of the Fourth Board of supervisors was held on October 27, 2021, which considered and adopted the proposal on the third quarter report of 2021, the proposal on increasing the implementation subject of some investment projects with raised funds, and the proposal on changing the special account for some raised funds;
9. The sixth meeting of the Fourth Board of supervisors was held on November 3, 2021, and the proposal on the establishment of intelligent driving platform company and related party transaction jointly funded by the company and the enterprise controlled by the actual controller was deliberated and adopted.
All three supervisors attended the above meetings of the board of supervisors, and the organization and voting of the meeting were legal and effective. The board of supervisors carefully considered all the proposals submitted, and all the proposals did not harm the interests of all shareholders. All three supervisors voted in favour without objection or abstention.
2、 Opinions of the board of supervisors on relevant matters during the reporting period
During the reporting period, according to the requirements of relevant laws, regulations and the company’s system, the company’s supervisors carefully supervised and inspected the company’s legal operation, the company’s financial situation, internal control, the appointment of directors and senior executives and other matters, and issued the following audit opinions:
1. Standardized operation of the company
In accordance with relevant national laws and regulations, the board of supervisors of the company has supervised the convening procedures and resolutions of the general meeting of shareholders and the board of directors, the implementation of the resolutions of the general meeting of shareholders by the board of directors, the performance of the duties of the company’s senior managers and the company’s management system. It is considered that the work of the board of directors of the company in 2021 is in accordance with the company law, the securities law The articles of association and other relevant laws and regulations operate in a standardized manner, with serious and responsible work, scientific and reasonable business decisions, and further improve the internal management and internal control system. The board of directors solicited the opinions of independent directors for major decisions, and found no violation of laws, regulations and The articles of association of the company or acts detrimental to the interests of the company. The board of directors of the company performed the obligation of information disclosure in a timely, accurate and complete manner according to law, and there were no matters that should be disclosed but not disclosed, and there were no false records, misleading statements or major omissions that damaged the interests of shareholders.
2. Financial situation of the company
During the reporting period, the board of supervisors carefully inspected and reviewed the company’s accounting statements and financial data, and believed that the company had sound financial system, standardized financial management and good financial operation. The preparation of the company’s financial statements was in line with the accounting standards for business enterprises and other relevant regulations. The audit opinions issued by Asia Pacific (Group) accounting firm (special general partnership) and the evaluation made on relevant matters are objective and fair. The company’s 2021 financial report can truly, accurately and fairly reflect the company’s financial position, operating results and cash flow.
3. Use of raised funds
After carefully checking the use and management of the company’s raised funds, the board of supervisors believes that the company uses and manages the raised funds in strict accordance with the provisions of relevant laws and regulations such as the Listing Rules of Shenzhen Stock Exchange gem and the guidelines for the standardized operation of companies listed on Shenzhen Stock Exchange gem, and there is no illegal use of the raised funds.
4. Related party transactions of the company
The board of supervisors supervised and verified the related party transactions during the reporting period, and believed that the decision-making procedures of the related party transactions of the company were in line with the provisions of relevant laws and regulations and the articles of association, and there was no situation damaging the interests of the company and other shareholders.
5. External guarantee
After verification, the company and its wholly-owned subsidiaries did not provide any external guarantee during the reporting period, and there were no other external guarantees that occurred in previous years and accumulated to December 31, 2021. The company strictly abides by the company law, the articles of association and other relevant laws and regulations, and strictly controls the relevant risks.
6. Internal control of the company
During the reporting period, the company established and strictly implemented a relatively perfect internal control system from five aspects: internal environment, risk assessment, control activities, information and communication and internal supervision in accordance with the basic norms of enterprise internal control and relevant evaluation guidelines, combined with its own business characteristics and management needs, so as to ensure the normal operation of the company and effectively control business risks. The company’s self-evaluation report on internal control in 2021 comprehensively, objectively and truly reflects the current situation of the company’s internal control management.
3、 Key work of the board of supervisors in 2022
In 2022, the board of supervisors will continue to support and cooperate with shareholders and the board of directors in the principle of being responsible to all shareholders, with the highest goal of safeguarding shareholders’ rights and interests, with an objective, fair, realistic and pragmatic attitude, and combine procedural supervision with substantive supervision to earnestly and comprehensively perform the duties of the board of supervisors. It is hereby reported.
Thunder Software Technology Co.Ltd(300496) board of supervisors
March 3, 2022
