Company abbreviation: Thunder Software Technology Co.Ltd(300496) securities code: Thunder Software Technology Co.Ltd(300496) Shanghai Rongzheng Investment Consulting Co., Ltd
about
Thunder Software Technology Co.Ltd(300496)
2020 stock option incentive plan
Achievement of exercise conditions in the second exercise period
of
Independent financial advisor Report
March 2022
catalogue
1、 Interpretation 3 II. Statement 4 III. basic assumptions 5 IV. approval and authorization of the incentive plan 6 v. opinions of independent financial consultant 8 VI. documents for future reference and consultation methods 12 I. interpretation 1 Listed company, company, Thunder Software Technology Co.Ltd(300496) : refers to Thunder Software Technology Co.Ltd(300496) . 2. Equity incentive plan, stock option incentive plan, this incentive plan and this plan: refer to the 2020 stock option incentive plan (Draft) of Thunder Software Technology Co.Ltd(300496) Software Co., Ltd. 3. Stock option: the company grants the incentive object the right to purchase a certain number of shares of the company at a predetermined price and conditions within a certain period of time in the future. 4. Total share capital: refers to the total issued share capital of the company when the plan is considered and approved by the general meeting of shareholders. 5. Incentive objects: directors, senior managers, middle managers and core technical (business) backbone of the company who have obtained stock options in accordance with the provisions of this incentive plan. 6. Grant date: refers to the date on which the company grants stock options to incentive objects. The grant date must be the trading day. 7. Exercise price: the price at which the incentive object purchases the company’s shares determined in the incentive plan. 8. Exercise: the incentive object exercises the stock options it owns according to the incentive plan. In this incentive plan, exercise is the incentive object’s behavior of purchasing the subject stock according to the conditions set in the incentive plan. 9. Vesting date: the date on which the incentive object can start exercising. The vesting date must be the trading day. 10. Exercise conditions: the conditions that must be met for the incentive object to exercise the stock option according to the stock option incentive plan. 11. Administrative measures: refers to the administrative measures for equity incentive of listed companies. 12. CSRC: refers to the China Securities Regulatory Commission. 13. Stock Exchange: refers to Shenzhen Stock Exchange. 14. RMB: refers to RMB.
2、 Statement
(I) the documents and materials on which the independent financial adviser’s report is based are provided by Thunder Software Technology Co.Ltd(300496) and all parties involved in the incentive plan have guaranteed to the independent financial adviser that all documents and materials provided for the issuance of the independent financial adviser’s report are legal, true, accurate, complete and timely without any omission, false or misleading statements, and their legitimacy Be responsible for authenticity, accuracy, completeness and timeliness. The independent financial advisor does not assume any risk liability arising therefrom.
(II) the independent financial adviser only gives opinions on whether the equity incentive plan is fair and reasonable to Thunder Software Technology Co.Ltd(300496) shareholders and its impact on shareholders’ rights and interests and the sustainable operation of the listed company, and does not constitute any investment suggestions for Thunder Software Technology Co.Ltd(300496) and will not be responsible for the possible risks arising from any investment decisions made by investors based on this report.
(III) the independent financial advisor has not entrusted or authorized any other institution or individual to provide information not listed in the independent financial advisor’s report and make any explanation or explanation to the report.
(IV) the independent financial consultant requests all shareholders of the listed company to carefully read the relevant information about the equity incentive plan publicly disclosed by the listed company.
(V) based on the principle of being diligent, prudent and responsible to all shareholders of the listed company, the independent financial consultant conducted in-depth investigation on the matters involved in the equity incentive plan and carefully reviewed the relevant materials. The scope of the investigation includes the articles of association of the listed company, salary management measures, resolutions of the previous board of directors and general meetings of shareholders The company’s financial report and the company’s production and operation plan for the last three years and the latest period, and has effectively communicated with the relevant personnel of the listed company. On this basis, the independent financial adviser’s report is issued, and is responsible for the authenticity, accuracy and completeness of the report.
This report is prepared in accordance with the requirements of laws, regulations and normative documents such as the company law, the securities law and the administrative measures, and based on the relevant materials provided by the listed company.
3、 Basic assumptions
The independent financial advisor’s report issued by the financial advisor is based on the following assumptions:
(I) there is no significant change in the current relevant national laws, regulations and policies;
(II) the information on which the independent financial adviser is based is authentic, accurate, complete and timely; (III) the relevant documents issued by the listed company for this equity incentive plan are true and reliable;
(IV) there are no other obstacles to the equity incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this equity incentive plan can fully perform all obligations in good faith and in accordance with the terms of the incentive plan and relevant agreements;
(VI) there is no significant adverse impact caused by other unpredictable and force majeure factors.
4、 Approval and authorization of this incentive plan
(I) on December 30, 2019, the 14th meeting of the third board of directors of the company deliberated and adopted the proposal on the company’s 2020 stock option incentive plan (Draft) and its summary, and the proposal on the company’s measures for the administration of the implementation and assessment of 2020 stock option incentive plan The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2020 stock option incentive plan was considered and adopted at the 13th meeting of the third board of supervisors, and the independent directors of the company expressed independent opinions.
(II) from December 31, 2019 to January 9, 2020, the company publicized the names and positions of the incentive objects to be granted. On January 10, 2020, the board of supervisors of the company issued the verification opinions and publicity statement of the board of supervisors on the list of incentive objects of the 2020 stock option incentive plan.
(III) on January 16, 2020, the first extraordinary general meeting of the company in 2020 deliberated and approved the proposal on the company’s 2020 stock option incentive plan (Draft) and its summary, and the proposal on the company’s measures for the administration of the implementation and assessment of the 2020 stock option incentive plan The proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2020 stock option incentive plan and other relevant proposals. The board of directors of the company is authorized to determine the stock option grant date, grant stock options to incentive objects when incentive objects meet the conditions, and handle all matters necessary for the grant of stock options; At the same time, the company disclosed the self inspection report on the trading of the company’s shares by insiders and incentive objects of the 2020 stock option incentive plan according to the verification of the trading of the company’s shares by insiders.
(IV) on January 16, 2020, the 15th meeting of the third board of directors and the 14th meeting of the third board of supervisors deliberated and adopted the proposal on granting stock options to incentive objects. The board of supervisors verified the list of incentive objects granted and expressed their consent, and the independent directors of the company expressed their independent opinions on the above matters.
(V) on January 23, 2020, the company completed the grant registration of stock options under the 2020 stock option incentive plan.
(VI) on March 15, 2021, the 25th meeting of the third board of directors and the 24th Meeting of the third board of supervisors considered and adopted the proposal on canceling some stock options and the proposal on adjusting the exercise price of stock options in the company’s 2020 stock option incentive plan Proposal on the achievement of exercise conditions in the first exercise period of the company’s 2020 stock option incentive plan. The board of supervisors verified the list of exercisable incentive objects and expressed their consent. The independent directors of the company expressed their independent opinions on the above matters.
(VII) on April 28, 2021, the company held the 26th meeting of the third board of directors and the 25th meeting of the third board of supervisors, deliberated and adopted the proposal on adjusting the exercise price of stock options in the company’s 2020 stock option incentive plan. The exercise price of stock options has been adjusted to 33.11 yuan / share due to the equity distribution in 2020. In the first exercise period of 2020 stock option incentive plan, all exercisable stock options have been exercised, with a total number of exercise of 1013400.
In conclusion, the independent financial consultant believes that as of the date of issuance of this report, Thunder Software Technology Co.Ltd(300496) the achievement of the exercise conditions in the second exercise period of the incentive plan has obtained the necessary approval and authorization, which is in line with the relevant provisions of the management measures and the company’s incentive plan (Draft).
5、 Opinion of independent financial advisor
(I) description of the achievement of exercise conditions in the second exercise period of 2020 stock option incentive plan
1. The second waiting period has expired
According to the 2020 stock option incentive plan of the company, the exercise period of stock options and the exercise schedule of each period are shown in the table:
Exercise arrangement exercise time exercise proportion
The first 12 months after the date of registration of stock option grant
24 30% from the first trading day of the first exercise period to the date when the registration of stock option grant is completed
Ending on the last trading day of the month
The first day after 24 months from the date of completion of stock option grant registration
36.30% from the trading day of the second exercise period to the date of completion of stock option grant registration
Ending on the last trading day of the month
The first day after 36 months from the date of completion of stock option grant registration
48.40% from the trading day of the third exercise period to the date when the registration of stock option grant is completed
Ending on the last trading day of the month
As mentioned above, the second exercise period of stock options granted by this incentive plan is from the first trading day after 24 months from the date of completion of stock option grant registration to the last trading day within 36 months from the date of completion of stock option grant registration. The grant registration of stock options in this incentive plan is completed on January 23, 2020, and the second waiting period of stock options has expired.
2. Explanation on the achievement of exercise conditions of stock options in the second exercise period of this incentive plan
Achievement of category exercise conditions
The company is not under any of the following circumstances:
1. The financial report of the latest fiscal year was issued by a certified public accountant
Audit reports with negative opinions or unable to express opinions;
2. The internal control of the financial report of the most recent fiscal year is not subject to the above circumstances by the certified public accountant company, and the company issues an audit report with a negative opinion or unable to express an opinion; Form, meet the exercise conditions. 3. Failure to comply with laws, regulations and company seal within the last 36 months after listing
1. The situation of publicly committing to profit distribution;
4. Equity incentive is not allowed according to laws and regulations;
5. Other circumstances recognized by the CSRC.
The incentive object does not have any of the following situations:
1. Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
2. Within the last 12 months, it has been recognized as not qualified by the CSRC and its dispatched offices
Suitable person; 3. The incentive object has not been subject to the aforesaid incentive. 3. The incentive object has been punished by the CSRC for major violations of laws and regulations in the last 12 months and meets the exercise conditions
Administrative punishment or market entry prohibition measures like its dispatched office; Pieces.
4. Those who have the provisions of the company law shall not serve as directors or senior managers of the company
Management personnel;
5. Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
6. Other circumstances recognized by the CSRC.
Based on the net profit in 2018, the growth rate of net profit in 2020 shall not be lower than that in 2018
120% of the company’s net profit growth performance in 2021. The above indicators of “net profit” and “net profit growth rate” belong to listed companies
Assess the net profit of shareholders after deducting non recurring profits and losses, and the annual growth rate from 2020 to 2022 is 562.95%, which meets the conditions that the bank does not consider the share rights generated by the implementation of this incentive plan and other equity incentive plans.
Impact of payment expenses on net profit.
The individual assessment of incentive objects shall be in accordance with the company’s 2020 stock option incentive plan
The implementation of the assessment management measures will be assessed year by year. Eight original incentive objects will be removed according to individual performance, and the evaluation results will be determined according to individual evaluation indicators. In principle, the performance evaluation results will be divided into human and original
