Securities code: Thunder Software Technology Co.Ltd(300496) securities abbreviation: Thunder Software Technology Co.Ltd(300496) Announcement No.: 2022013
Thunder Software Technology Co.Ltd(300496)
Announcement on the achievement of exercise conditions in the second exercise period of the company’s 2020 stock option incentive plan
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.
Special tips:
1. The exercise price of this exercisable stock option is 33.11 yuan / share;
2. The number of stock options exercisable this time is 970800, accounting for 0.23% of the current total share capital of the company;
3. This exercise will adopt the independent exercise mode. The exercise of rights can only be carried out after the formalities of relevant institutions are completed, which will be announced separately at that time.
Thunder Software Technology Co.Ltd(300496) (hereinafter referred to as “the company”) held the 7th Meeting of the 4th board of directors and the 7th Meeting of the 4th board of supervisors on March 3, 2022, deliberated and adopted the proposal on the achievement of exercise conditions in the second exercise period of the company’s 2020 stock option incentive plan. The relevant details are hereby announced as follows:
1、 Brief introduction of 2020 stock option 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.
The above matters have been handled in Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. 20000 stock options that have been granted but not yet exercised to the original incentive object who has not met the incentive conditions due to resignation have been cancelled. The exercise price of stock options has been adjusted to 33.33 yuan / share due to the equity distribution in 2019. The actual exercisable period of this stock option is from March 23, 2021 to January 21, 2022. The number of exercisable stock options is 1013400. (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.
2、 Description of the achievement of exercise conditions in the second exercise period of 2020 stock option incentive plan
(I) 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 exercise period is the first 30% after 12 months from the date of completion of stock option grant registration
24 trading days from the date of completion of stock option grant registration
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.
(II) description of 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 accounting report of the latest fiscal year was issued by a certified public accountant
Opinions or audit reports that cannot express opinions;
2. The internal control of the financial report of the most recent fiscal year was issued by a certified public accountant, and the company did not have the above circumstances, and the company denied or could not express an opinion; Meet the exercise conditions.
3. Failure to comply with laws and regulations, articles of association
Publicly commit 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. It has been deemed inappropriate by the CSRC and its dispatched offices within the last 12 months
candidates;
Incentive objects 3. No administrative punishment or market entry prohibition measures have been taken by the CSRC and its incentive objects due to major violations of laws and regulations in the last 12 months; Form, meet the exercise conditions. 4. Those who have the provisions of the company law shall not serve as directors or senior managers of the company
The situation of the employee;
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.
Taking the net profit of 2018 as the base, the net profit growth rate in 2021 shall not be less than 140%, and the net profit of 2018 as the base. The above indicators of “net profit” and “net profit growth rate” of the company refer to the net profit after deducting non recurring profits and losses belonging to the shareholders of the performance evaluation of the net profit growth rate of the listed company in 2021, and 562.95% from 2020 to 2022, The share support generated by the implementation of this incentive plan and other equity incentive plans will not be considered if the exercise conditions are met.
Impact of paid use on net profit.
The individual assessment of the incentive objects shall be conducted annually according to the management measures for the assessment of 8 original incentive objects in the 2020 stock option incentive plan of the company. The assessment results shall be determined according to the reason that the individual performance evaluator has resigned without incentive indicators. In principle, the performance evaluation results are divided into a, B +, B and incentive qualifications, It has been awarded but still has five grades of personal industry C and D. Among them, a, B + and B are the qualified files, C and D are the stock options that have not been exercised, and the unqualified files will be cancelled, The evaluation results of other incentive objects are qualified or unqualified, and the performance evaluation results of the previous year are “qualified”, In this period, the exercise proportion of standard grades A, B, C and D is 1.0 1.0 1.0 0 0.0 0 0.0 100%.
To sum up, the board of Directors believes that the exercise conditions of the second exercise period of the 2020 stock option incentive plan have been met. According to the authorization of the company’s first extraordinary general meeting in 2020, it is agreed that the company shall handle the matters related to the exercise of stock options in the second exercise period in accordance with the relevant provisions of the 2020 stock option incentive plan.
3、 Exercise arrangement of stock options in the second exercise period of the incentive plan
1. Stock option abbreviation: Chuangda jlc1
2. Stock option Code: 036400
3. Number of incentive objects eligible for exercise this time: 65
4. The number of exercisable stock options this time: 970800, accounting for 0.23% of the current total share capital of the company
5. Exercise price: 33.11 yuan / share
6. Stock source: the company issues A-share common stock to the incentive object
7. Exercise method: independent exercise
8. Exercise period of stock options: from the date when the approval procedures of relevant authorities are completed to January 22, 2023, the specific exercise matters can be implemented only after the approval procedures of independent exercise are completed. At that time, a prompt announcement of independent exercise will be issued separately.
9. Exercisable date: the exercisable date must be a trading day, but may not be exercised within the following periods:
(1) Within 30 days before the announcement of the company’s periodic report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to the day before the announcement;
(2) Ten days before the announcement of the company’s performance forecast and performance express;
(3) From the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to two trading days after disclosure according to law;
(4) Other periods stipulated by the CSRC and Shenzhen Stock Exchange.
10. The distribution of exercisable quantity of stock options in the second exercise period of the incentive plan is as follows:
Name and title of stock granted
