Montnets Cloud Technology Group Co.Ltd(002123) independent director
Independent opinions on matters related to the 45th meeting of the 7th board of directors
In accordance with the relevant provisions of the company law, the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 – standardized operation of listed companies on the main board, the rules for independent directors of listed companies, the guidelines for the governance of listed companies and the articles of association, As an independent director of Montnets Cloud Technology Group Co.Ltd(002123) (hereinafter referred to as “the company”), we express independent opinions on the relevant matters of the 45th meeting of the seventh board of directors of the company as follows:
1、 Independent opinions on the company’s 2022 stock option incentive plan
1. The company is not prohibited from implementing the equity incentive plan as stipulated in the administrative measures and other laws and regulations, and the company has the subject qualification to implement the equity incentive plan.
2. The incentive objects determined by the company’s 2022 stock option incentive plan (hereinafter referred to as “this equity incentive plan”) are in compliance with the company law and other laws and regulations and the relevant qualification provisions of the articles of Association; At the same time, the incentive object is not prohibited from becoming the incentive object as stipulated in the management measures, and the subject qualification of the incentive object is legal and effective.
3. The formulation, deliberation process and contents of the company’s equity incentive plan (Draft) comply with the provisions of relevant laws and regulations, such as the administrative measures, the self discipline supervision guide for listed companies of Shenzhen Stock Exchange No. 1 – business handling part III: 3.2 equity incentive, and the granting arrangement of stock options to incentive objects The exercise arrangement (including the grant amount, grant date, grant price, waiting period, exercise period, exercise conditions) and other matters do not violate the provisions of relevant laws and regulations, and do not harm the interests of the company and all shareholders.
4. The company has no plans or arrangements to provide loans, loan guarantees or any other forms of financial assistance to incentive objects.
5. The implementation of equity incentive plan by the company helps to improve the incentive and restraint mechanism of the company, improve the sustainable development ability of the company, improve the management efficiency and the enthusiasm, creativity and responsibility of managers, and finally improve the overall performance of the company to ensure the realization of the company’s future development strategy and business objectives.
6. The affiliated directors in the board of directors of the company have performed the withdrawal voting procedure in accordance with the Listing Rules of Shenzhen Stock Exchange and the relevant provisions of the articles of association, which has been deliberated and approved by the non affiliated directors.
2、 The implementation of the 2022 stock option incentive plan is divided into the rationality of the individual incentive and performance evaluation indicators set in the 2022 stock option management plan.
1. Overall performance index of the company: the growth rate of operating revenue with performance index of Montnets Cloud Technology Group Co.Ltd(002123) . The index comprehensively considers the company’s historical performance, business environment, industry status, future development planning and other relevant factors, and the index setting is reasonable and measurable.
2. Individual performance appraisal indicators of incentive objects: the company has set up a performance appraisal system for individual incentive objects, which can make a more accurate and comprehensive comprehensive evaluation of the work performance of incentive objects. The company will determine whether the individual incentive object has the right to exercise in the current year according to the annual performance evaluation results of the incentive object.
To sum up, the implementation of equity incentive plan by the company is conducive to the sustainable development of the company and will not damage the interests of the company and all shareholders. The assessment system of the company’s equity incentive plan is comprehensive and operable, and the assessment indicators are set scientifically and reasonably. Therefore, we unanimously agree that the company will implement this equity incentive plan and submit relevant proposals to the general meeting of shareholders for deliberation.
3、 Independent opinions on granting stock options reserved in 2021 stock option incentive plan to incentive objects
1. The board of directors determined that the grant date of stock options reserved in the 2021 stock option incentive plan of the company is February 11, 2022, which is in line with the administrative measures for equity incentive of listed companies and other laws and regulations, as well as the relevant provisions on the grant date in the 2021 stock option incentive plan (Draft), At the same time, this grant also meets the conditions for the incentive object to be granted reserved stock options in the company’s 2021 stock option incentive plan (Draft).
2. The incentive objects determined by the company in this grant comply with the company law and other laws and regulations and the relevant qualification provisions of the articles of Association; There is no prohibition of being granted equity incentive as stipulated in the administrative measures, and the subject qualification of the incentive object is legal and effective.
3. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects in accordance with this incentive plan.
4. The implementation of equity incentive plan by the company helps to improve the incentive and restraint mechanism of the company, improve the sustainable development ability of the company, improve the management efficiency and the enthusiasm, creativity and responsibility of managers, and finally improve the overall performance of the company to ensure the realization of the company’s future development strategy and business objectives.
5. The affiliated directors in the board of directors of the company have performed the withdrawal voting procedure in accordance with the Listing Rules of Shenzhen Stock Exchange and the relevant provisions of the articles of association, which has been deliberated and approved by the non affiliated directors.
To sum up, we unanimously agree that the grant date of reserved stock options in the company’s 2021 stock option incentive plan is February 11, 2022, and agree to grant 3.62 million reserved stock options to 9 eligible incentive objects.
4、 Independent opinions on the appointment of senior managers of the company
1. Nominated by Mr. Yu Wensheng, chairman of the company, and reviewed by the nomination committee of the board of directors, the board of directors decided to appoint Mr. Jin Yong as vice president and supervisor of the company. The deliberation and voting procedures comply with the relevant provisions of the company law and the articles of association, and the voting results are legal and valid.
2. The company’s senior managers appointed at this meeting have the relevant professional knowledge, ability and professional quality of senior managers of listed companies, are competent for the responsibilities of the positions they are hired, and their qualifications meet the relevant provisions of the company law, the articles of association and so on, There is no circumstance that the company is not allowed to be a senior manager of the company as stipulated in Article 146 of the company law, nor is there any circumstance that the CSRC has determined that it is a prohibited person from entering the market and has not been lifted.
Agree to the resolution on the appointment of senior managers formed by the board of directors.
Independent directors: Wang Yong, Wu Zhonghua, Hou Yanzhao February 11, 2022
