Securities code: Thunder Software Technology Co.Ltd(300496) securities abbreviation: Thunder Software Technology Co.Ltd(300496) Announcement No.: 2022012
Thunder Software Technology Co.Ltd(300496)
Announcement on cancellation of some stock options
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 and the 7th Meeting of the 4th board of supervisors on March 3, 2022, deliberated and adopted the proposal on canceling some stock options, and now the relevant details are 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 incentive objects granted and expressed their consent, and 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、 Reasons and quantity of partial cancellation of stock options
According to the provisions of the company’s 2020 stock option incentive plan, “the incentive object leaves the company due to resignation, layoffs and expiration of the labor contract. The stock options granted to the incentive object but not exercised shall not be exercised and shall be cancelled by the company.” In view of the resignation of 8 incentive objects in the company’s incentive plan due to personal reasons, the company plans to cancel 99400 stock options granted but not exercised by the original incentive objects who do not meet the incentive conditions. After the cancellation, the number of incentive objects in the incentive plan of the company is adjusted from 73 to 65, and the number of incentive objects holding the remaining stock options is 2265200.
3、 Impact of partial cancellation of stock options on the company
This cancellation will not have a significant impact on the company’s financial status and operating performance, and will not affect the continued implementation of the company’s stock option incentive plan.
4、 Opinions of independent directors
In view of the fact that 8 incentive objects in the 2020 stock option incentive plan have resigned for personal reasons, the company plans to cancel the stock options granted to the incentive objects but not exercised, which comply with the relevant laws, regulations and normative documents such as the company law, the securities law, the measures for the Administration of equity incentive of listed companies and the relevant provisions of the company’s 2020 stock option incentive plan, It will not have a significant impact on the company’s financial situation and operating results, and there is no situation that damages the interests of the company and all shareholders. The company agrees to cancel the above authorized but not exercised stock options.
5、 Opinions of the board of supervisors
After review, the board of supervisors believes that: in view of the resignation of 8 incentive objects in the company’s stock option incentive plan for personal reasons, the company plans to cancel 99400 stock options granted but not exercised by incentive objects that do not meet the incentive conditions. The cancellation of some stock options complies with the relevant provisions of laws, regulations and systems such as the administrative measures for equity incentive of listed companies and the company’s 2020 stock option incentive plan. The decision-making procedures are legal and compliant, and there is no damage to the interests of the company and all shareholders. The board of supervisors agreed to cancel the above stock options.
6、 Lawyer’s opinion
The lawyer of Beijing Zhide law firm believes that the company has performed the necessary approval and decision-making procedures for this cancellation and this exercise; The waiting period of the second exercise period of the stock option incentive plan has expired, and the exercise conditions of the second exercise period have been met; The cancellation and exercise of this option comply with the provisions of the administrative measures and the incentive plan. The company still needs to perform the obligation of information disclosure, handle the registration of partial option cancellation and option exercise and other relevant procedures; The actual exercise amount of incentive objects shall be subject to the registration of Shenzhen Branch of China Securities Depository and Clearing Co., Ltd. 7、 Documents for future reference
1. Resolutions of the 7th Meeting of the 4th board of directors of the company;
2. Resolutions of the 7th Meeting of the 4th board of supervisors of the company;
3. Independent opinions of independent directors on matters related to the seventh meeting of the Fourth Board of directors;
4. Legal opinion.
It is hereby announced.
Thunder Software Technology Co.Ltd(300496)
Board of directors
March 3, 2022
