Securities code: 002123 securities abbreviation: Montnets Cloud Technology Group Co.Ltd(002123) Announcement No.: 2022-003 Montnets Cloud Technology Group Co.Ltd(002123)
Announcement on the resolutions of the 45th meeting of the 7th board of directors
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.
1、 Meetings of the board of directors
The notice and meeting materials of the 45th meeting of the seventh board of directors of Montnets Cloud Technology Group Co.Ltd(002123) (hereinafter referred to as "the company") were sent to all directors, supervisors and senior managers of the company by personal delivery and e-mail on January 28, 2022. The meeting was voted by on-site and communication on February 11, 2022. There are 8 directors who should participate in the voting at the meeting, and 8 directors who actually participate in the voting. This meeting complies with the relevant provisions of the company law and the articles of association, and the meeting is held legally and effectively.
2、 Deliberations of the board meeting
The meeting considered and adopted the following resolutions:
(I) the proposal on the 2022 stock option incentive plan (Draft) and its summary was deliberated and adopted by 5 votes in favor, 0 against and 0 abstention. Vice chairman Xu Gang, directors hang Guoqiang and Tian Feichong avoided voting on the proposal.
For the Montnets Cloud Technology Group Co.Ltd(002123) 2022 stock option incentive plan (Draft) and its abstract, see http://www.cn.info.com.cn.
The independent directors of the company have expressed independent opinions on the proposal, and the full text of the independent opinions is published on cninfo.com.cn.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval by special resolution, and the convening time of the general meeting of shareholders will be notified separately. (II) with 5 affirmative votes, 0 negative votes and 0 abstention, the proposal on the measures for the administration of the implementation of the 2022 stock option incentive plan was deliberated and adopted. Vice chairman Xu Gang, directors hang Guoqiang and Tian Feichong avoided voting on the proposal.
Assessment Management Office for the implementation of Montnets Cloud Technology Group Co.Ltd(002123) 2022 stock option incentive plan
See http://www.cn.info.com.cn for details of the law.
The independent directors of the company expressed independent opinions on the proposal.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval by special resolution, and the convening time of the general meeting of shareholders will be notified separately. (III) the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company's 2022 stock option incentive plan was deliberated and adopted by 5 votes in favor, 0 against and 0 abstention. Vice chairman Xu Gang, directors hang Guoqiang and Tian Feichong avoided voting on the proposal.
In order to specifically implement the company's 2022 stock option incentive plan, the board of directors of the company requests the general meeting of shareholders to authorize the board of directors to handle the following matters related to the company's stock option incentive plan:
(1) Authorize the board of directors to determine the grant date of the stock option incentive plan;
(2) Authorize the board of directors to adjust the number of stock options and the number of underlying shares involved according to the methods specified in the stock option incentive plan when the company has matters such as conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment, etc;
(3) Authorize the board of directors to adjust the exercise price of stock options in accordance with the methods specified in the stock option incentive plan when the company has matters such as the conversion of capital reserve into share capital, distribution of stock dividends, stock subdivision or reduction, allotment and dividend distribution;
(4) Authorize the board of directors to grant stock options to the incentive object when the incentive object meets the conditions and handle all matters necessary for the grant of stock options, including signing the equity incentive agreement with the incentive object;
(5) Authorize the board of directors to review and confirm the exercise qualification and exercise conditions of incentive objects, and agree that the board of directors will authorize the remuneration and assessment committee to exercise this right;
(6) Authorize the board of directors to decide whether the incentive objects can exercise their rights;
(7) Authorize the board of directors to handle all matters necessary for the exercise of incentive objects, including but not limited to applying to the stock exchange for exercise, applying to the registration and settlement company for relevant registration and settlement business, amending the articles of association, and handling the change registration of the company's registered capital;
(8) Authorize the board of directors to handle the locking of the subject shares that have not been exercised;
(9) Authorize the board of directors to manage and adjust the company's stock option incentive plan;
(10) Authorize the board of directors to implement other necessary matters required by the stock option incentive plan, except for the rights to be exercised by the general meeting of shareholders specified in relevant documents.
(11) Authorize the board of directors to hire financial consultants, accountants, lawyers, securities companies and other intermediaries for the implementation of the stock option incentive plan.
(12) The validity period of the authorization is consistent with that of the stock option incentive plan.
Except for the above authorized matters that are clearly required to be adopted by the resolution of the board of directors in laws, administrative regulations, rules of the CSRC, normative documents or the articles of association, other matters of the stock option incentive plan can be directly exercised by the chairman of the board of directors or an appropriate person authorized by him on behalf of the board of directors.
This proposal needs to be submitted to the general meeting of shareholders for deliberation and approval by special resolution, and the convening time of the general meeting of shareholders will be notified separately. (IV) the proposal on granting reserved stock options for 2021 stock option incentive plan to incentive objects was deliberated and adopted with 8 affirmative votes, 0 negative votes and 0 abstention votes.
According to the measures for the administration of equity incentive of listed companies, the relevant provisions of the company's 2021 stock option incentive plan (Draft) and the authorization of the third extraordinary general meeting of shareholders in 2021, the reserved stock option granting conditions specified in the 2021 incentive plan have been met, and there is no situation that options cannot be granted or cannot become incentive objects, There is no difference between the reserved stock option grant plan and the disclosed plan. It is agreed to grant 3.62 million reserved stock options to 9 eligible incentive objects on February 11, 2022. For details, please refer to China Securities Journal, securities times, Shanghai Securities News and cninfo.com published on the same day（ http://www.cn.info.com.cn. ）Proposal of Montnets Cloud Technology Group Co.Ltd(002123) on granting reserved stock options for 2021 stock option incentive plan to incentive objects (Announcement No.: 2022-005).
The independent directors of the company expressed independent opinions on the proposal.
(V) the proposal on the appointment of senior managers of the company was deliberated and adopted by 8 votes in favor, 0 against and 0 abstention.
Upon the nomination of Mr. Yu Wensheng, chairman of the company, and the review of the nomination committee of the board of directors, it is agreed that the board of directors of the company shall appoint Mr. Jin Yong as the vice president and supervisor of the company, with a term of office from the date of adoption of the current board of directors to the date of expiration of the seventh board of directors (see the appendix for resume).
The independent directors of the company expressed independent opinions on the proposal.
(VI) the proposal on providing guarantee for Shenzhen mengwang, a wholly-owned subsidiary, was deliberated and adopted by 8 votes in favor, 0 against and 0 abstention.
1. Shenzhen Montnets Cloud Technology Group Co.Ltd(002123) Development Co., Ltd., a wholly-owned subsidiary of the company, applies to China Merchants Bank Co.Ltd(600036) Shenzhen Branch for a comprehensive credit with a maximum amount of no more than RMB 100 million and a term of one year, and agrees that the company provides the maximum joint and several liability guarantee for the comprehensive credit applied to China Merchants Bank Co.Ltd(600036) Shenzhen Branch, The guarantee period is from the effective date of the maximum irrevocable guarantee to the maturity date of each loan or other financing or accounts receivable creditor's right transferred by the bank in the main contract or the advance date of each advance plus 3 years. If any specific credit is extended, the guarantee period shall be extended to another 3 years after the expiration of the extension period. 2. Shenzhen Montnets Cloud Technology Group Co.Ltd(002123) Development Co., Ltd., a wholly-owned subsidiary of the company, applies to Bank Of Beijing Co.Ltd(601169) Shenzhen Branch for a comprehensive credit with a maximum amount of no more than 200 million yuan and a term of one year. The company is specially requested to provide joint and several liability guarantee for the comprehensive credit applied to Bank Of Beijing Co.Ltd(601169) Shenzhen Branch, The guarantee period is 3 years from the date when the performance period of the guaranteed debt under the main contract expires (including the expiration of the agreed period and the early expiration in accordance with the provisions of the agreement or laws and regulations).
3. Agree to authorize Mr. Li juchun, vice president and chief financial officer of the company, to handle the above credit and guarantee matters on behalf of the company, sign relevant contracts and documents and report to the board of directors in time.
For details, please refer to China Securities Journal, securities times, Shanghai Securities News and cninfo.com published on the same day（ http://www.cn.info.com.cn. ）Announcement of Montnets Cloud Technology Group Co.Ltd(002123) on providing guarantee for wholly-owned subsidiaries (Announcement No.: 2022-006).
It is hereby announced.
Montnets Cloud Technology Group Co.Ltd(002123) board of directors
February 14, 2022
enclosure
Jin Yong, male, Chinese nationality, born in 1974, graduated from Peking University with a bachelor's degree in economics. From 1999 to 2012, he worked in Beijing Lide Huafu Electric Technology Co., Ltd. and once served as regional manager and deputy director of marketing center. Since 2012, he has worked in mengwang cloud Technology Group Co., Ltd. and served as the general manager of Beijing Rongxin Jiashi Technology Development Co., Ltd. and the general manager of Liaoning Rongxin Transmission Technology Co., Ltd.
As of the date of this announcement, Mr. Jin Yong holds 165000 shares of the company's shares, has no relationship with other directors, supervisors, shareholders holding more than 5% of the company's shares and the actual controller of the company, and has not been punished by the CSRC and other relevant departments or the stock exchange.
