Thunder Software Technology Co.Ltd(300496) : legal opinion on the achievement of exercise conditions in the second exercise period of 2020 stock option incentive plan

Beijing Zhide law firm

About Thunder Software Technology Co.Ltd(300496)

Cancellation of some stock options in 2020 stock option incentive plan and achievement of exercise conditions in the second exercise period

Legal opinion

Zhi de (Zheng) Zi [2022] No. 007-1

Beijing Zhide law firm merits & tree law offices

5th floor, Raffles City Beijing office tower, No.1 Dongzhimen South Street, Dongcheng District, Beijing,

Dongcheng District, Beijing 100007P. R.C

Tel: 01056500900 Fax: 01056500999

www.meritsandtree. com.

Beijing Zhide law firm

About Thunder Software Technology Co.Ltd(300496)

Cancellation of some stock options under the 2020 stock option incentive plan

And the achievement of exercise conditions in the second exercise period

Legal opinion

Zhi de (Zheng) Zi [2022] No. 007-1

To: Thunder Software Technology Co.Ltd(300496)

Beijing Zhide law firm (hereinafter referred to as “the firm”) has accepted the entrustment of Thunder Software Technology Co.Ltd(300496) (hereinafter referred to as ” Thunder Software Technology Co.Ltd(300496) ” or “the company”) in accordance with the company law of the people’s Republic of China (hereinafter referred to as “the company law”) and the securities law of the people’s Republic of China (hereinafter referred to as “the securities law”) The measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”) and other relevant laws, regulations, rules and normative documents, Issue special legal opinions on the cancellation of some stock options (hereinafter referred to as “this cancellation”) of Thunder Software Technology Co.Ltd(300496) 2020 stock option incentive plan (hereinafter referred to as “this incentive plan”) and the achievement of exercise conditions in the second exercise period (hereinafter referred to as “this exercise”) (hereinafter referred to as “this relevant matter”).

Before giving legal opinions, our lawyers declare as follows:

1. Our lawyers only express legal opinions on the facts that have occurred or exist before the date of issuance of this legal opinion in accordance with the current effective laws, regulations and normative documents of China;

2. In accordance with the provisions of the securities law, the measures for the administration of law firms engaging in securities legal business, the rules for the practice of securities legal business of law firms (for Trial Implementation), and the facts that have occurred or exist before the date of issuance of this legal opinion, our lawyers have strictly performed their statutory duties, followed the principles of diligence and good faith, and conducted full verification and verification, Ensure that the facts identified in the legal opinion are true, accurate and complete, the concluding opinions issued are legal and accurate, and there are no false records, misleading statements or major omissions, and bear corresponding legal liabilities;

3. Our lawyer agrees to submit this legal opinion to Shenzhen stock exchange for announcement together with other materials as a necessary legal document for the relevant matters of the company. Our lawyers agree that the company may quote part or all of the contents of this legal opinion in the relevant documents of this related matter, but the company shall not cause legal ambiguity or misinterpretation due to the quotation;

4. Thunder Software Technology Co.Ltd(300496) has guaranteed that it has provided all the factual materials, approval documents, certificates and other relevant documents necessary for the issuance of this legal opinion to the lawyers of this firm. All documents are true, legal, valid and complete without any false records, misleading statements or major omissions. All signatures and seals on the documents are true, All copies or duplicates are completely consistent with the original or the original;

5. For the fact that this legal opinion is very important and cannot be supported by independent evidence, our lawyers rely on the supporting documents, testimony or copies of documents issued or provided by relevant government departments, Thunder Software Technology Co.Ltd(300496) , other relevant units or relevant persons to issue legal opinions;

6. Our lawyers have reviewed and judged all documents and testimony related to the issuance of this legal opinion, and issued legal opinions accordingly;

7. This legal opinion is only for the purpose of Thunder Software Technology Co.Ltd(300496) implementing this incentive plan, and shall not be used for any other purpose.

In accordance with the requirements of relevant laws, regulations and normative documents such as the measures for the administration of securities legal business of law firms and the rules for the practice of securities legal business of law firms (for Trial Implementation), and in accordance with the business standards, ethics and the spirit of diligence recognized by the lawyer industry, our lawyers checked the documents and relevant facts provided by Thunder Software Technology Co.Ltd(300496) and, The legal opinions are as follows:

1、 Relevant review procedures of this cancellation and this exercise

1. On December 30, 2019, Thunder Software Technology Co.Ltd(300496) the 14th meeting of the third board of directors deliberated and adopted the relevant proposals of the incentive plan. Related directors have avoided voting in accordance with relevant regulations, and relevant proposals shall be considered and voted by non related directors. All independent directors expressed independent opinions on matters related to this incentive plan.

2. On December 30, 2019, Thunder Software Technology Co.Ltd(300496) the 13th meeting of the third board of supervisors deliberated and adopted the relevant proposals of the incentive plan.

3. On January 10, 2020, the Thunder Software Technology Co.Ltd(300496) board of supervisors disclosed the verification opinions and publicity statement on the list of incentive objects of the 2020 stock option incentive plan, and believed that the incentive objects listed in the incentive plan met the conditions specified in relevant laws, regulations and normative documents, and they were legal and effective as the incentive objects of the incentive plan.

The first extraordinary general meeting of shareholders was held on April 16, 2020, The following proposals related to this incentive plan were reviewed and approved: the proposal on the company’s 2020 stock option incentive plan (Draft) and its summary, the proposal on the company’s measures for the assessment and management of the implementation of 2020 stock option incentive plan, and the proposal on submitting the shareholders’ meeting to authorize the board of directors to handle matters related to the company’s 2020 stock option incentive plan 。

5. On January 16, 2020, the 15th meeting of Thunder Software Technology Co.Ltd(300496) the third board of directors deliberated and approved the proposal on granting stock options to incentive objects, considered that the granting conditions specified in the 2020 stock option incentive plan of the company had been met, and agreed to determine January 16, 2020 as the granting date, granting 3.398 million stock options to 75 incentive objects.

Related directors have avoided voting in accordance with relevant regulations, and relevant proposals shall be considered and voted by non related directors. All independent directors expressed independent opinions on relevant matters.

6. On January 16, 2020, Thunder Software Technology Co.Ltd(300496) the 14th meeting of the third board of supervisors deliberated and adopted the proposal on granting stock options to incentive objects.

7. On March 15, 2021, the 25th meeting of Thunder Software Technology Co.Ltd(300496) the third board of directors deliberated and approved the proposal on canceling some stock options, the proposal on adjusting the exercise price of stock options in the company’s 2020 stock option incentive plan, and the proposal on the achievement of exercise conditions in the first exercise period of the company’s 2020 stock option incentive plan. Related directors have avoided voting in accordance with relevant regulations, and relevant proposals shall be considered and voted by non related directors. All independent directors expressed independent opinions on relevant matters.

8. On March 15, 2021, the 24th Meeting of Thunder Software Technology Co.Ltd(300496) the third session of the board of supervisors deliberated and approved the proposal on canceling some stock options, the proposal on adjusting the exercise price of stock options in the company’s 2020 stock option incentive plan, and the proposal on the achievement of exercise conditions in the first exercise period of the company’s 2020 stock option incentive plan.

9. On April 28, 2021, the 26th meeting of Thunder Software Technology Co.Ltd(300496) the third board of directors deliberated and adopted the proposal on adjusting the exercise price of stock options in the company’s 2020 stock option incentive plan. Related directors have avoided voting in accordance with relevant regulations, and relevant proposals shall be considered and voted by non related directors. All independent directors expressed independent opinions on relevant matters.

10. On April 28, 2021, the 25th meeting of Thunder Software Technology Co.Ltd(300496) the third session of the 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.

11. On March 3, 2022, the 7th Meeting of Thunder Software Technology Co.Ltd(300496) the 4th board of directors deliberated and approved the proposal on canceling some stock options and the proposal on the achievement of exercise conditions in the second exercise period of the company’s 2020 stock option incentive plan. Related directors have avoided voting in accordance with relevant regulations, and relevant proposals shall be considered and voted by non related directors. All independent directors expressed independent opinions on relevant matters.

12. On March 3, 2022, the 7th Meeting of Thunder Software Technology Co.Ltd(300496) the 4th board of supervisors deliberated and approved the proposal on cancellation of some stock options and the proposal on achievement of exercise conditions in the second exercise period of the company’s 2020 stock option incentive plan.

In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the company has performed the necessary approval and authorization procedures for the cancellation and exercise related matters, and the company still needs to perform the obligation of information disclosure, handle some option cancellation, registration of option exercise and other related procedures.

2、 Details of this cancellation

According to the provisions of this incentive plan, “the incentive object leaves the company due to resignation, layoffs and expiration of labor contract. The stock options granted to the incentive object but not exercised shall not be exercised and shall be cancelled by the company.”

According to the proposal on the cancellation of stock options of the original incentive objects that have not been approved at the 7th Meeting of the board of directors on June 2023, the incentive objects who have not met the original incentive conditions have been provided with the reason for the cancellation of stock options. 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 970800.

In conclusion, our lawyers believe that the cancellation is in line with the provisions of the incentive plan.

3、 Details of this exercise

(I) according to this incentive plan, the exercise period of this stock option and the exercise time of each period are as follows:

Exercise arrangement exercise time exercise proportion

The first bank shall start from the first trading day 12 months after the date of completion of the registration of stock option grant to

30% as of the last trading day within 24 months from the date of completion of registration of grant of promissory note option

The second bank shall start from the first trading day 24 months after the date of completion of the registration of stock option grant to

30% as of the last trading day within 36 months from the date of completion of registration of grant of promissory note option

The third bank shall start from the first trading day 36 months after the date of completion of the registration of stock option grant to

40% as of the last trading day within 48 months from the date of completion of registration of grant of promissory note option

(II) this exercise is the second exercise period, and the exercise conditions are met

According to the announcement on the completion of grant registration of 2020 stock option incentive plan disclosed by Thunder Software Technology Co.Ltd(300496) 2020 on January 24, and the proposal on the achievement of exercise conditions in the second exercise period of 2020 stock option incentive plan deliberated and adopted at the 7th Meeting of the Fourth Board of directors of the company on March 3, 2022, The registration of this stock option grant is completed on January 23, 2020. Up to now, the second waiting period has expired and the exercise conditions have been met. Except that 8 incentive objects resigned for personal reasons and the company cancelled 99400 stock options granted but not exercised, the other incentive objects met the exercise conditions. That is, there are 65 exercisable incentive objects, and the number of exercisable stock options is 970800.

(III) conditions and achievements of this exercise

1. According to the information disclosure document of Thunder Software Technology Co.Ltd(300496) , the resolution of 20192020 annual general meeting of shareholders and the equity distribution plan, and the proposal on 2021 annual profit distribution plan deliberated and adopted at the 7th Meeting of the Fourth Board of directors on March 3, 2022, And the annual audit report for 2021 (AKHs Zi [2022] No. 0110002) and the audit and evaluation opinions on the internal control self-evaluation report (AKHs Zi (2022) No. 0110003) issued by Asia Pacific (Group) Certified Public Accountants (special general partnership) respectively, as well as the notes issued by Thunder Software Technology Co.Ltd(300496) , After the lawyers of the firm inquired the public information of the national enterprise credit information publicity system, credit China, cninfo.com, China Securities Regulatory Commission (hereinafter referred to as “CSRC”), Shenzhen Stock Exchange and other websites (query date: March 2, 2022), the company did not have any of the following circumstances specified in the incentive plan:

(1) The financial and accounting report of the most recent fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;

(2) The internal control of the financial report of the latest fiscal year is an audit report with a negative opinion or unable to express an opinion issued by a certified public accountant;

(3) Failure to distribute profits in accordance with laws and regulations, articles of association and public commitments within the last 36 months after listing;

(4) Equity incentive is not allowed according to laws and regulations;

(5) Other circumstances recognized by the CSRC.

2.

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