Securities abbreviation: Beijing Thunisoft Co.Ltd(300271) securities code: Beijing Thunisoft Co.Ltd(300271) Shanghai Rongzheng Investment Consulting Co., Ltd
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Beijing Thunisoft Co.Ltd(300271)
Restricted stock incentive plan for 2021
Matters related to repurchase, cancellation and cancellation of some restricted shares
Independent financial advisor Report
April 2022
catalogue
1、 Interpretation 3 II. Statement 5 III. basic assumptions 6 IV. approval procedures and relevant authorization for the performance of the incentive plan 7 v. description of matters related to repurchase, cancellation and cancellation of some restricted shares Vi. concluding observations of the independent financial adviser 12 I. interpretation 1 Listed company, company, Beijing Thunisoft Co.Ltd(300271) : Beijing Thunisoft Co.Ltd(300271) . 2. Equity incentive plan, incentive plan and this plan: refer to 3 Simei Media Co.Ltd(002712) 021 restricted stock incentive plan (Draft). 3. Class I restricted stock: refers to a certain number of company shares granted by the company to the incentive object according to the conditions and prices specified in the incentive plan. These shares are set with a certain period of restricted sale period, and the restricted sale and circulation can be lifted only after reaching the conditions for lifting the restricted sale specified in the incentive plan. 4 Class II restricted shares: refer to the shares of the company obtained and registered by the incentive objects who meet the grant conditions of the incentive plan after meeting the corresponding attribution conditions. 5. Total share capital: refers to the total issued share capital of the company at present. 6. Incentive object: refers to the directors, senior managers and core technology (business) backbone of the company (including holding subsidiaries) who obtain restricted shares in accordance with the provisions of this incentive plan. 7. Holding subsidiaries: refer to subsidiaries within the scope of the company’s consolidated statements Grant date: refers to the date on which the company grants restricted shares to the incentive object. The grant date must be the trading day. 9. Grant price: refers to the price of each restricted stock granted by the company to the incentive object. 10. Validity period: the period from the date of completion of the registration of the grant of restricted shares / the date of grant to the date when all the restricted shares granted to the incentive object are released from the restriction / ownership or invalid. 11. Restricted sale period: the period during which the class I restricted shares granted to the incentive object under the incentive plan are prohibited from being transferred, used for guarantee and debt repayment 12 Lifting the restriction period: the period during which the restricted shares of class I held by the incentive object can be lifted and listed for circulation after the conditions for lifting the restriction specified in the incentive plan are met Conditions for lifting the restriction on sales: according to the incentive plan, the conditions that must be met for the incentive object to obtain the first type of restricted shares to lift the restriction on sales 14 Attribution: refers to the behavior that a listed company registers its shares in the account of the incentive object after the incentive object of the second type of restricted stock meets the benefit conditions. 15. Vesting conditions: established by the restricted stock incentive plan. The incentive object is the benefit conditions required to obtain the second type of restricted shares. 16. Vesting date: after the incentive object of the second type of restricted stock meets the benefit conditions, the date of completing the registration of the granted shares must be the trading day.
17. Company Law: refers to the company law of the people’s Republic of China Securities Law: refers to the securities law of the people’s Republic of China Listing Rules: refers to the Shenzhen Stock Exchange GEM Listing Rules (revised in December 2020) Administrative measures: refers to the administrative measures for equity incentive of listed companies Self regulatory guidelines: refers to the self regulatory guidelines for companies listed on the gem of Shenzhen Stock Exchange No. 1 – business handling 22 Articles of association: refers to the Beijing Thunisoft Co.Ltd(300271) articles of association CSRC: refers to the China Securities Regulatory Commission. 24. Stock Exchange: refers to Shenzhen Stock Exchange. 25. RMB: refers to RMB.
The independent financial advisor hereby makes the following statement on this report:
(I) the documents and materials on which the independent financial adviser’s report is based are provided by Beijing Thunisoft Co.Ltd(300271) and all parties involved in the plan have guaranteed to the independent financial adviser that all the documents and materials provided for issuing the independent financial adviser’s report are legal, true, accurate, complete and timely, without any omission, false or misleading statements, and are responsible for their legitimacy, 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 cancellation and cancellation of the restricted stock repurchase is fair and reasonable to Beijing Thunisoft Co.Ltd(300271) shareholders and the impact on the shareholders’ rights and interests and the continuous operation of the listed company, does not constitute any investment suggestions for Beijing Thunisoft Co.Ltd(300271) and does not bear any responsibility for the possible risks arising from any investment decision made by the investor 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 restricted stock incentive plan publicly disclosed by the listed company.
(V) based on the principles of diligence, prudence and due diligence to all shareholders of the listed company, the independent financial adviser has conducted in-depth investigation on the matters involved in the restricted stock 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 previous board of directors and general meeting of shareholders, financial reports of the company in the last three years and the latest period The company’s production and operation plan, 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 incentive plan are true and reliable;
(IV) there are no other obstacles to the incentive plan, and all agreements involved can be effectively approved and finally completed on schedule;
(V) all parties involved in this 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 procedures and relevant authorizations for the performance of the incentive plan
On February 10, 2021, the company held the 19th meeting of the 7th board of directors and the 15th meeting of the 7th board of supervisors respectively, deliberated and adopted the proposal on 3 Simei Media Co.Ltd(002712) 021 restricted stock incentive plan (Draft) and its summary and related matters, and the independent directors of the company expressed clear consent to the relevant matters.
From February 11, 2021 to February 21, 2021, the company publicized the list and positions of the objects granted by the incentive plan on the company’s official website. During the publicity period, the board of supervisors of the company did not receive any objection from anyone. On February 22, 2021, the board of supervisors of the company issued the audit opinions and publicity instructions of Beijing Thunisoft Co.Ltd(300271) board of supervisors on the list of incentive objects of the company’s restricted stock incentive plan in 2021.
On February 26, 2021, the company held the second extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on Beijing Thunisoft Co.Ltd(300271) 2021 restricted stock incentive plan (Draft) and its summary and other relevant proposals, and authorized the board of directors to handle matters related to the restricted stock incentive plan. On the same day, the company disclosed Beijing Thunisoft Co.Ltd(300271) the self inspection report on the trading of the company’s shares by insiders and incentive objects of the restricted stock incentive plan in 2021.
On February 26, 2021, the company held the 20th meeting of the 7th board of directors and the 16th meeting of the 7th board of supervisors respectively, deliberated and adopted the proposal on granting restricted shares to the incentive objects of the 2021 restricted stock incentive plan. The board of supervisors verified the list of incentive objects granted with restricted shares, and the independent directors expressed their independent opinions on relevant matters. Taking February 26, 2021 as the grant date, 1411 incentive objects were granted 12.99 million class I restricted shares and 1491 incentive objects were granted 20.77 million class II restricted shares.
On March 11, 2021, the company issued the announcement on the completion of the registration of the grant of class I restricted shares under the restricted stock incentive plan in 2021. The incentive objects who actually subscribed for the first class of restricted shares were 1363, the actual subscription number was 128317 million shares, and the grant price was 9.98 yuan / share.
On June 28, 2021, the company held the 22nd Meeting of the 7th board of directors and the 18th meeting of the 7th board of supervisors respectively, (1) deliberated and adopted the proposal on adjusting the exercise price of 2018 stock option incentive plan and the grant price and repurchase price of 2021 restricted stock incentive plan, according to the adjustment provisions of stock option exercise price in 2018 stock option incentive plan (Draft) According to the provisions on the adjustment of the grant price and repurchase price of restricted shares in the 2021 restricted stock incentive plan (Draft), and the implementation of the company’s profit distribution plan in 2020, the exercise price of the company’s stock option incentive plan in 2018 was adjusted from 14.77 yuan / share to 14.73 yuan / share. The company’s restricted stock incentive plan in 2021 suspended the grant of some class I restricted shares, and the grant price was adjusted from 9.98 yuan / share to 9.94 yuan / share; The repurchase price of class I restricted shares was adjusted from 9.98 yuan / share to 9.94 yuan / share; The grant price of class II restricted shares was adjusted from 18.96 yuan / share to 18.92 yuan / share; (2) The proposal on granting restricted shares to the incentive object whose grant was suspended under the 2021 restricted stock incentive plan was reviewed and approved, and it was agreed to grant 160000 class I restricted shares to the incentive object Mr. Ren Gang on July 7, 2021, with the grant price of 9.94 yuan / share. The board of supervisors verified the list of incentive objects granted restricted shares this time; (3) The proposal on repurchase and cancellation of some restricted shares was deliberated and adopted. The board of directors and the board of supervisors agreed to repurchase and cancel 196200 class I restricted shares granted but not unlocked to 37 incentive objects who resigned.
On July 14, 2021, the company held the third extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on repurchase and cancellation of some restricted shares. The general meeting of shareholders agreed to repurchase and cancel 196200 class I restricted shares granted but not unlocked to 37 incentive objects who left the company.
On July 15, 2021, the company issued the announcement on the completion of the registration of the suspension of the grant of some class I restricted shares under the restricted stock incentive plan in 2021. The incentive object of the suspension of the grant of some class I restricted shares is one, the number of subscription is 160000 shares, and the grant price is 9.94 yuan / share.
On October 27, 2021, the company issued the announcement on the completion of the repurchase and cancellation of some restricted shares in the restricted stock incentive plan in 2021. Upon confirmation by Shenzhen Branch of China Securities Depository and Clearing Co., Ltd., the company completed the repurchase and cancellation of 196200 restricted shares on October 26, 2021. On April 14, 2022, the company held the 27th meeting of the 7th board of directors and the 22nd Meeting of the 7th board of supervisors respectively, deliberated and approved the proposal on repurchase and cancellation of class I restricted shares in the 2021 restricted stock incentive plan and the proposal on cancellation of class II restricted shares in the 2021 fixed-term stock incentive plan. The independent directors of the company expressed clear consent on relevant matters.
In conclusion, the independent financial adviser believes that as of the date of issuance of this report, Beijing Thunisoft Co.Ltd(300271) this repurchase cancellation of some class I restricted shares and cancellation of some class II restricted shares has obtained the necessary approval and authorization, which is in line with the relevant provisions of the administrative measures for equity incentive of listed companies and the 2021 restricted stock incentive plan (Draft).
5、 Notes on matters related to repurchase, cancellation and cancellation of some restricted shares
1. Repurchase and cancellation of class I restricted shares
(1) Reasons for repurchase cancellation
According to the relevant provisions of Article 2 of Chapter 9 of the incentive plan for restricted shares in 3 Simei Media Co.Ltd(002712) 021 (Draft), 959000 class I restricted shares granted to 151 incentive objects but not yet lifted the restriction shall be repurchased and cancelled due to the resignation of some incentive objects, being elected as supervisors, death and the legal heir giving up inheriting the restricted shares granted to them.
In addition, according to the relevant provisions of the Beijing Thunisoft Co.Ltd(300271) 2021 restricted stock incentive plan (Draft) and the measures for the administration of the implementation and assessment of Beijing Thunisoft Co.Ltd(300271) 2021 restricted stock incentive plan, the company level performance assessment requirements of the first restricted stock lifting period are “based on the net profit in 2020, the net profit growth rate in 2021 shall not be less than 100%”. According to the audited financial report of the company in 2021, the performance assessment of the company in 2021 did not meet the standard, so it is necessary to
