Securities abbreviation: Montnets Cloud Technology Group Co.Ltd(002123) securities code: 002123 Montnets Cloud Technology Group Co.Ltd(002123)
Draft stock option incentive plan (2022)
Montnets Cloud Technology Group Co.Ltd(002123)
February, 2002
statement
The company and all directors and supervisors guarantee that there are no false records, misleading statements or major omissions in the incentive plan and its summary, and bear individual and joint legal liabilities for its authenticity, accuracy and completeness.
hot tip
1、 The incentive plan is formulated in accordance with the company law of the people’s Republic of China, the securities law of the people’s Republic of China, the measures for the administration of equity incentive of listed companies, the self regulatory guide for listed companies of Shenzhen Stock Exchange No. 1 – business handling, other relevant laws, regulations and normative documents, as well as the Montnets Cloud Technology Group Co.Ltd(002123) articles of association.
2、 The incentive plan is a stock option incentive plan, and its stock source is the company’s RMB A-share common stock issued by the company to the incentive object. The incentive plan intends to grant 12.78 million stock options to the incentive objects, and the number of underlying shares involved accounts for 1.59% of the total share capital of the company on the announcement date of the incentive plan, with no reserved shares. Each stock option granted to the incentive object has the right to purchase one share of the company’s shares at the exercise price within the validity period when the exercise conditions are met.
The total number of underlying shares involved in all equity incentive plans of the company within the validity period does not exceed 10% of the total share capital of the company. The cumulative number of shares granted to any incentive object in this incentive plan through all equity incentive plans within the validity period does not exceed 1% of the total share capital of the company.
During the period from the date of announcement of the incentive plan to the completion of the exercise of stock options by the incentive object, if the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, division or reduction of shares, allotment of shares, etc., the number of stock options and the total number of underlying shares involved will be adjusted accordingly.
3、 The incentive objects of this incentive plan are directors, senior managers, middle managers and core technical (business) backbone of the company, and a total of 33 incentive objects involved in the grant of stock options.
4、 The exercise price of stock options granted by the incentive plan is 15.53 yuan / share.
During the period from the date of announcement of the incentive plan to the completion of the exercise of stock options by the incentive object, if the company has matters such as the conversion of capital reserve into share capital, the distribution of stock dividends, the division or reduction of shares, the allotment of shares and the distribution of dividends, the exercise price of stock options will be adjusted accordingly.
5、 The validity period of this incentive plan is from the date of stock option authorization to the date when all the stock options granted to the incentive object are exercised or cancelled, and the longest period shall not exceed 36 months.
6、 The exercise period of stock options granted by the incentive plan and the exercise time of each period are as follows:
Exercise arrangement exercise time exercise proportion
The first exercise period is from the first trading day 12 months after the authorization date to 50% from the authorization date
Ending on the last trading day within 24 months
The second exercise period is from the first trading day 24 months after the authorization date to 50% from the authorization date
Ending on the last trading day within 36 months
7、 The performance evaluation indicators of the exercise of stock options granted by the incentive plan include the company’s performance indicators and the individual performance indicators of the incentive object.
8、 The company does not have the situation that equity incentive shall not be implemented as stipulated in Article 7 of the measures for the administration of equity incentive of listed companies:
(I) the audit report of the financial accounting report of the latest fiscal year issued by the certified public accountant with a negative opinion or unable to express an opinion;
(II) the internal control of the financial report of the most recent fiscal year is given a negative opinion or unable to express an opinion by the certified public accountant;
(III) failure to distribute profits in accordance with laws and regulations, the articles of association and public commitments within the last 36 months after listing;
(IV) equity incentive is prohibited by laws and regulations;
(V) other circumstances recognized by the CSRC.
9、 The incentive objects participating in the incentive plan do not include the company’s supervisors and independent directors. Shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children do not participate in the plan. The incentive object complies with the provisions of Article 8 of the measures for the administration of equity incentive of listed companies, and there are no following circumstances that may not be the incentive object:
(I) being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(II) being identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(III) being administratively punished by the CSRC and its dispatched offices or taking market entry prohibition measures for major violations of laws and regulations in the last 12 months;
(IV) those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law; (V) those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(VI) other circumstances recognized by the CSRC.
10、 The company promises not to provide loans or any other form of financial assistance to the incentive object in accordance with the relevant stock option exercise of the incentive plan, including providing guarantee for its loans.
11、 The incentive object promises that if the company does not comply with the arrangement of granting rights and interests or exercising rights and interests due to false records, misleading statements or major omissions in the information disclosure documents, the incentive object will return all the benefits obtained from the equity incentive plan to the company after the relevant information disclosure documents are confirmed to have false records, misleading statements or major omissions.
12、 The incentive plan is drafted by the remuneration and assessment committee of the board of directors of the company and submitted to the board of directors of the company for deliberation, and implemented after being approved by the general meeting of shareholders of the company. The board of directors of the company shall make a resolution on the incentive plan according to law. When the board of directors reviews the incentive plan, the directors who are the incentive object or have an associated relationship with them shall withdraw from voting. When voting on the equity incentive plan at the general meeting of shareholders of the company, online voting will be provided at the same time as on-site voting, and the shareholders who are intended to be the incentive object or have an associated relationship with the incentive object will avoid voting. The independent directors of the company will solicit the entrusted voting rights from all shareholders of the incentive plan. Except for the directors, supervisors, senior managers and shareholders who individually or jointly hold more than 5% of the shares of the listed company, the voting situation of other shareholders will be counted and disclosed separately.
13、 After the incentive plan is reviewed and approved by the general meeting of shareholders, the company shall convene the board of directors to grant the incentive objects in accordance with relevant regulations within 60 days, and complete the registration, announcement and other relevant procedures.
If the company fails to complete the above work within 60 days, the incentive plan will be terminated and the stock options not granted will become invalid. The board of directors shall disclose the reasons for the failure in a timely manner and shall not review the equity incentive plan again within three months.
14、 The implementation of this incentive plan will not result in the company’s equity distribution not meeting the requirements of listing conditions.
catalogue
Declare that 1 special tips 2 catalog 5 interpretation Chapter I purpose and principle of incentive plan Chapter II management organization of incentive plan Chapter III determination basis and scope of incentive objects 9 Chapter IV specific contents of incentive plan Chapter V Accounting Treatment of incentive plan and its impact on the company’s performance Chapter VI implementation procedures of incentive plan Chapter VII respective rights and obligations of the company / incentive object 25 Chapter VIII settlement mechanism of relevant disputes or disputes between the company and incentive objects 27 Chapter IX handling of changes in the company / incentive object 28 Chapter X Supplementary Provisions thirty-one
interpretation
Unless otherwise specified, the following words have the following meanings in this article:
Montnets Cloud Technology Group Co.Ltd(002123) , the company and the public index Montnets Cloud Technology Group Co.Ltd(002123) (including branches and holding subsidiaries)
Company, listed company
The incentive plan and equity incentive refer to the 2022 stock option incentive plan of the company
plan
Stock options and options refer to the right granted by the company to the incentive object to purchase a certain number of shares of the company at a predetermined price and conditions in a certain period of time in the future
Incentive objects refer to the directors, senior managers, middle managers and core technical (business) backbone of the company who have obtained stock options in accordance with the provisions of this incentive plan
The term of validity refers to the period from the date of authorization of stock options to the date of exercise or cancellation of all stock options
The authorization date refers to the date on which the company grants stock options to the incentive object. The authorization date must be the trading day
The waiting period refers to the period between the stock option authorization date and the stock option vesting date
The behavior that the incentive object exercises the stock options it owns according to the incentive plan. The exercise of rights in the incentive plan refers to the behavior that the incentive object purchases the subject stock according to the conditions set in the incentive plan
The exercisable date refers to the date when the incentive object can start exercising the right. The exercisable date must be the trading day
The exercise price refers to the price at which the incentive object purchases the company’s shares as determined in the incentive plan
Exercise conditions refer to the conditions that must be met for the incentive object to exercise stock options according to the incentive plan
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
The Administrative Measures refer to the administrative measures for equity incentive of listed companies
The self regulatory guide No. 1 refers to the self regulatory guide for listed companies of Shenzhen Stock Exchange No. 1 – business handling
The articles of association refers to the Montnets Cloud Technology Group Co.Ltd(002123) articles of association
CSRC refers to the China Securities Regulatory Commission
Stock exchange refers to Shenzhen Stock Exchange
Registration and settlement institution refers to Shenzhen Branch of China Securities Depository and Clearing Co., Ltd
Yuan / 10000 yuan refers to RMB yuan / 10000 yuan
Note: 1. Unless otherwise specified, the financial data and financial indicators quoted in this draft refer to the financial data in the consolidated statement and the financial indicators calculated based on such financial data. 2. In this draft, the difference in the mantissa between the sum of some total numbers and each detailed number is caused by rounding.
Chapter I purpose and principle of incentive plan
1、 Purpose of this incentive plan
In order to further establish and improve the company’s long-term incentive mechanism, attract and retain excellent talents, fully mobilize the enthusiasm of employees, effectively combine the interests of shareholders, the interests of the company and the personal interests of the core team, and enable all parties to pay common attention to the long-term development of the company, on the premise of fully protecting the interests of shareholders, the company, in accordance with the principle of equal benefits and contributions, This incentive plan is formulated in accordance with the company law, securities law, administrative measures, self regulatory guide No. 1 and other relevant laws, regulations and normative documents, as well as the provisions of the articles of association. 2、 Basic principles followed in the formulation of this incentive plan
(I) adhering to the consistency of the interests of shareholders, the company and employees is conducive to safeguarding the interests of shareholders and the sustainable development of listed companies.
(II) adhere to the combination of incentives and constraints, relative risks and benefits, etc.
(III) adhere to legal norms, openness and transparency, and abide by relevant laws and regulations and the articles of association.
Chapter II management organization of incentive plan
1、 As the highest authority of the company, the general meeting of shareholders is responsible for reviewing and approving the implementation, change and termination of the incentive plan. The general meeting of shareholders may authorize the board of directors to handle some matters related to the incentive plan within its authority.
2、 The board of directors is the executive management organization of the incentive plan and is responsible for the implementation of the incentive plan. The remuneration and assessment committee under the board of directors is responsible for formulating and revising the incentive plan and submitting it to the board of directors for deliberation. After the board of directors deliberates and approves the incentive plan, it shall be submitted to the general meeting of shareholders for deliberation. The board of directors may handle other relevant matters of the incentive plan within the scope authorized by the general meeting of shareholders.
3、 The board of supervisors and independent directors are the supervisory bodies of the incentive plan and shall express their opinions on whether the incentive plan is conducive to the sustainable development of the company and whether there is any situation that obviously damages the interests of the company and all shareholders. The board of supervisors shall supervise whether the implementation of the incentive plan complies with relevant laws, regulations, normative documents and the business rules of the stock exchange, and be responsible for reviewing the list of incentive objects. Independent directors will solicit entrusted voting rights from all shareholders for this incentive plan.
4、 If the company changes the equity incentive plan before it is deliberated and approved by the general meeting of shareholders, the independent directors and the board of supervisors shall clarify whether the changed plan is conducive to the sustainable development of the company and whether there are problems
