Securities abbreviation: Thunder Software Technology Co.Ltd(300496) securities code: Thunder Software Technology Co.Ltd(300496) Thunder Software Technology Co.Ltd(300496)
Scheme of issuing A-Shares to specific objects in 2022
Demonstration analysis report
March, 2002
Thunder Software Technology Co.Ltd(300496) 1 is a company listed on the growth enterprise market of Shenzhen Stock Exchange. In order to meet the capital needs of the company’s business development, enhance the company’s capital strength and enhance its profitability, the company plans to issue no more than 85011576 shares (including this number) to specific objects in accordance with the provisions of the company law, the securities law, the articles of association, the administrative measures issued by the CSRC and other relevant laws, regulations and normative documents, The raised funds shall not exceed 3100 million yuan (including this amount), which will be used for R & D projects of vehicle operating system, R & D and industrialization projects of edge computing station, R & D and industrialization projects of extended reality (XR), R & D projects of distributed computing network technology and supplementary working capital. 1、 Background and purpose of this release to specific objects (I) background of this release to specific objects
1. Intelligent networking technology gives birth to the demand of the next generation vehicle operating system
At present, the automotive electronic and electrical architecture is changing rapidly, and is gradually evolving from traditional distributed to domain integrated or central integrated. With the change of electronic and electrical architecture, the research and development of intelligent vehicle operating system that meets the requirements of new electronic and electrical architecture and can support central computing in the future has become the key. At present, the vehicle specification level hardware performance is insufficient, and the degree of software system integration is low, which can not meet the integration needs of high-level automatic driving and highly intelligent interactive experience in the cockpit in the future. The demand for the next generation vehicle operating system is gradually increasing.
At present, all parties in the intelligent vehicle industry chain have laid out the platform of intelligent vehicle. For example, Tesla, Weilai, great wall and other auto companies have planned to adopt models with “central brain” architecture by 2025, and chip manufacturers such as NVIDIA and horizon have launched the development and industrialization plan of high-power vehicle scale chips. The development of vehicle operating system has become an important trend of industry development, and it is also the key to the future market competition of intelligent vehicle operating system suppliers. As a leading software manufacturer in the field of intelligent vehicles, the company’s research and development of vehicle operating system is an important choice to layout the future intelligent vehicle market and build the company’s sustainable competitiveness.
2. Social intelligent transformation accelerates the construction of “cloud edge end” system
Edge computing is the key accelerator of social digitization and intelligent transformation. At present, the successive implementation of artificial intelligence technology has spawned a large number of intelligent applications and services based on intelligent terminals, such as face recognition, road condition recognition and so on. In order to meet the needs of user experience, the intelligent application and service of intelligent terminal need to ensure data collection and processing. Unless otherwise specified, the abbreviation is the same as the interpretation of the plan for issuing A-Shares to specific objects in Thunder Software Technology Co.Ltd(300496) 2022, the same below.
Stability and low delay requirements to feedback.
In the cloud computing mode, a large number of data of digital transformation are gathered to the cloud by the layered network, and then analyzed and processed by the cloud Beijing Vastdata Technology Co.Ltd(603138) has led to low efficiency of data processing methods, especially in the case of large-scale growth in the number of terminal devices, relying on cloud computing network to upload all terminal data to the cloud Center for processing will not fully meet the needs of daily use. In addition, the intellectualization of terminal products will also increase the security risk of terminal products, giving birth to the demand for special equipment management and network security management platform of edge computing system.
Overall, the establishment of a secure edge computing infrastructure and system close to the edge terminal side can effectively complement and cooperate with traditional cloud computing. The construction of “cloud edge end” system has become an important trend in the future.
3. Augmented reality will become an important part of edge terminal equipment
Extended reality (XR) is an important carrier to lead the transformation of human-computer interaction mode and build new information technology and Internet ecological innovation. It has strategic significance in shaping industrial ecology, promoting technological innovation and building digital China. It has become one of the key development directions in China.
Given that XR’s new ecosystem is expected to become an important window to solve the problems of peak Internet traffic and single content, XR technology is expected to become an important way and carrier of information interaction in the future, and the role of building XR mobile computing platform in innovating economic growth mode and promoting economic and social development is constantly emerging. Among them, XR equipment is the key link of human-computer interaction, and its experience will directly affect the development of relevant new Internet Ecology. It is very important to carry out XR software and hardware development.
4. With the evolution of social intelligence, the demand for computing power increases exponentially
With the vigorous development of the country, China’s computing power industry has grown rapidly. According to the white paper on China’s computing power development index issued by China Institute of information and communications in 2021, the total scale of China’s computing power has reached 135eflops in 2020, with a year-on-year increase of 55% and about 16% higher than the global growth rate.
At present, China’s computing resources are still in short supply. The amount of data brought by emerging technologies, applications and scenarios continues to grow. There is an urgent demand for computing power and network in all walks of life. China is facing the dual problems of the supply and effective utilization of computing resources. Take the current rapid growth of computing power demand in driverless and VR scenarios as an example: according to the “computing power network white paper” released by China Mobile in November 2021
Under the unmanned driving scenario, from 2018 to 2030, the demand for computing power of unmanned driving will increase by 390 times. In the future, the demand for network bandwidth at L4 and L5 levels will be greater than 100Mbps, and the delay requirement will reach the level of 50ms; The computing power demand of VR will increase by about 300 times, and the end-to-end delay needs to be less than 20ms at least.
As Moore’s law approaches the limit, facing the increasing computing power and network demand, the company needs to break through the performance limit of single point computing power through the advantages of network cluster, improve the overall scale of computing power, and jointly promote the construction of computing power network, which has become the main concern of the industry. The company also needs to increase investment and layout. (II) purpose of this issuance to specific objects
Since its establishment, the company has been focusing on the intelligent operating system technology as the core, focusing on the development of the underlying technology and application technology of intelligent operating systems such as Linux, Android, RTOS and Hongmeng, focusing on the key technologies of artificial intelligence, helping and accelerating the productization and technological innovation in the fields of intelligent software, intelligent networked vehicles and intelligent Internet of things, so as to empower the intelligent industry. Based in China and looking to the world, the company has established a global professional R & D team with in-depth understanding of operating system technology in 40 subsidiaries and R & D centers around the world, aiming to provide convenient and efficient technical services and local support for global customers, and constantly create leading technologies and ecological barriers around the continuous R & D and innovation of intelligent operating system technology.
Under the trend of “cloud edge end” integration of software defined automobile and Internet of things and expanding reality into the fast lane of development, the intelligent industry is changing rapidly. As one of the leading enterprises of operating system products and technical services, the company will continue to increase investment in product R & D, continue to explore potential markets and improve product capabilities in the future, Further consolidate the leading position of the company in the intelligent connected vehicle business and intelligent Internet of things business. In order to realize the above strategic planning and in combination with the current main business and product layout of the company, it is proposed to raise no more than 3100 million yuan for vehicle operating system R & D projects, edge computing station R & D and industrialization projects, extended reality (XR) R & D and industrialization projects, distributed computing network technology R & D projects and supplementary working capital.
This issuance to specific objects will help the company further improve the company’s product structure, improve the company’s R & D level, consolidate and strengthen the company’s position in the industry, provide impetus for the company’s future business development, and further build strong core competitiveness and sustainable profitability.
(I) types of securities issued this time
The type of securities selected by the company for this issuance is to issue shares to specific objects. The type of shares issued this time is RMB ordinary shares (A shares) listed in China, with a par value of RMB 1.00 per share. (II) necessity of this issuance of securities
Thunder Software Technology Co.Ltd(300496) is the world’s leading provider of intelligent operating system products and technologies. With intelligent operating system technology as the core, the company focuses on the development of underlying technologies and application technologies of intelligent operating systems such as Linux, Android, RTOS and Hongmeng, focuses on Key Technologies of artificial intelligence, and helps and accelerates intelligent software, intelligent networked vehicles Industrialization and technological innovation in intelligent Internet of things and other fields have enabled the intelligent industry. The company adheres to the platform development strategy of “technology + ecology” and creates a leading technology and ecological barrier focusing on the continuous R & D and innovation of intelligent operating system technology.
Intelligent software, intelligent connected vehicle and intelligent Internet of things are technology intensive fields. In order to improve the level of scientific research and technology, lead industry innovation and consolidate the position of the industry in the high-quality segments of intelligent software, intelligent connected vehicle and intelligent Internet of things, the company plans to issue shares to specific objects to raise funds, After deducting the issuance expenses, it is used for the R & D project of vehicle operating system, the R & D and industrialization project of edge computing station, the R & D and industrialization project of extended reality (XR), the R & D project of distributed computing network technology and supplementary working capital, so as to further enhance the company’s main business strength and achieve the company’s strategic development objectives. 3、 Appropriateness of the selection scope, quantity and standard of this issuance object (I) appropriateness of the selection scope of this issuance object
The issuing objects of this issuance shall not exceed 35, which are legal persons, natural persons or other legal investment organizations in accordance with the provisions of the CSRC; Securities investment fund management companies, securities companies, qualified foreign institutional investors and RMB qualified foreign institutional investors who subscribe for more than two products under their management shall be regarded as one issuance object; As the issuing object, trust companies can only subscribe with their own funds.
The final offering object will be determined by the board of directors of the company through consultation with the sponsor (lead underwriter) of the offering according to the bidding results after the application for the offering is reviewed and approved by Shenzhen Stock Exchange and the registration approval document of China Securities Regulatory Commission. The number of issuing objects shall comply with relevant laws and regulations. If national laws and regulations have new provisions on the issuing object of issuing shares to specific objects, the company will adjust according to the new provisions. The selection scope of this issuance object complies with the relevant provisions of the administrative measures and other laws and regulations, and the selection scope is appropriate. (II) appropriateness of the number of objects of this issuance
No more than 35 (including 35) final issuers of shares to specific objects this time.
The number of objects to be issued this time complies with the relevant provisions of the administrative measures and other laws and regulations, and the number of objects to be issued is appropriate. (III) appropriateness of standards for the objects of this issuance
The issuing object should have certain risk identification ability and risk bearing ability, and have corresponding capital strength.
The standards of the objects of this issuance comply with the relevant provisions of the administrative measures and other laws and regulations, and the standards of the objects of this issuance are appropriate. 4、 Rationality of the pricing principle, basis, method and procedure of this offering (I) the pricing principle and basis of this offering
1. Pricing base date
The pricing benchmark date of this issuance of shares to specific objects is the first day of the issuance period.
2. Issue price
The pricing benchmark date of this issuance is the first day of the issuance period of the company’s shares to specific objects. The price of this offering shall not be lower than 80% of the average trading price of the company’s shares 20 trading days before the pricing benchmark date.
Average stock trading price in the 20 trading days before the pricing benchmark date = total stock trading volume in the 20 trading days before the pricing benchmark date / total stock trading volume in the 20 trading days before the pricing benchmark date.
The final issue price of this issuance will be determined through negotiation between the board of directors of the company and the sponsor (lead underwriter) of this issuance according to the bidding results in accordance with the provisions of relevant laws and regulations and the requirements of regulatory authorities after the company has been reviewed and approved by Shenzhen Stock Exchange and obtained the registration approval document of China Securities Regulatory Commission.
If the company’s shares have ex right and ex interest matters such as dividend distribution, share distribution and conversion of capital reserve into share capital from the pricing benchmark date to the issuance date, the base price of this issuance will be adjusted accordingly according to the following methods: assuming that the base price of issuance before adjustment is P0, the number of shares given or converted into share capital per share is n, the dividend distribution per share is D, and the base price of issuance after adjustment is P1, the adjustment formula is:
Dividend: P1 = p0-d
Share offering or conversion to share capital: P1 = P0 ÷ (1 + n)
Two items are carried out simultaneously: P1 = (p0-d) ÷ (1 + n)
If national laws and regulations have new provisions on the issue pricing of shares issued to specific objects, the company will adjust according to the new provisions.
The pricing principle and basis of this offering are in line with the relevant provisions of the administrative measures and other laws and regulations, and the pricing principle and basis of this offering are reasonable. (II) pricing method and procedure of this offering
The pricing methods and procedures for the issuance of shares to specific objects are in accordance with the relevant provisions of the administrative measures and other laws and regulations. The board of directors is convened and the relevant announcements are disclosed on the website of the exchange and the designated information disclosure media, which must be deliberated and approved by the general meeting of shareholders of the company.
The pricing methods and procedures of this offering comply with the relevant provisions of the administrative measures and other laws and regulations, and the pricing methods and procedures of this offering are reasonable.
To sum up, the principles, basis, methods and procedures for pricing this offering are in line with the requirements of relevant laws and regulations, and the compliance is reasonable. 5、 Feasibility of this issuance method
This issuance adopts the method of issuing shares to specific objects. After obtaining the documents reviewed and approved by Shenzhen Stock Exchange and approved by China Securities Regulatory Commission for registration, the company will choose an appropriate time to issue shares to specific objects within the specified period of validity. The feasibility analysis of this issuance method is as follows:
(I) the issuance method is legal and compliant
1. The company is not allowed to issue shares to specific objects as stipulated in Article 11 of the administrative measures:
(1) Arbitrarily changing the purpose of the previously raised funds without correction, or without the approval of the general meeting of shareholders;
(2) The preparation and disclosure of the financial statements for the most recent year do not comply with the accounting standards for business enterprises or relevant information disclosure rules in major aspects; An audit report with a negative opinion or unable to express an opinion on the financial and accounting report of the most recent year; The last year’s financial and accounting report has been issued with qualified audit report, and the material adverse impact of the matters involved in the qualified opinion on the listed company has not been eliminated. This issuance involves major asset restructuring, except
