Beijing Guofeng law firm
About Montnets Cloud Technology Group Co.Ltd(002123)
Grant of stock option incentive plan in 2021
Legal opinion on reserved stock options
Gflzz [2021] an159-4
Beijing Guofeng law firm
Grandway Law Offices
7 / F, news building, No. 26, Jianguomen inner street, Dongcheng District, Beijing zip code: 100005
Tel: 010-66090088 / 88004488 Fax: 010-66090016
Beijing Guofeng law firm
About Montnets Cloud Technology Group Co.Ltd(002123)
Grant of stock option incentive plan in 2021
Legal opinion on reserved stock options
Gflzz [2021] an159-4
To: Montnets Cloud Technology Group Co.Ltd(002123)
Entrusted by Montnets Cloud Technology Group Co.Ltd(002123) (hereinafter referred to as “the company”), the exchange serves as the special legal adviser of the company’s 2021 stock option incentive plan (hereinafter referred to as “the equity incentive plan”), and 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 and other laws and administrative regulations This legal opinion is issued on matters related to the granting of reserved stock options in this equity incentive plan in accordance with the relevant provisions of the departmental rules and other normative documents and the articles of association of Montnets Cloud Technology Group Co.Ltd(002123) and Montnets Cloud Technology Group Co.Ltd(002123) 2021 stock option incentive plan (Draft).
The matters stated and relevant abbreviations in the legal opinion issued by our lawyers on this equity incentive plan are also applicable to this legal opinion.
Our lawyer agrees to take this legal opinion as the legal document for the company to implement the equity incentive plan, and bear the responsibility for the legal opinion issued according to law. This legal opinion is only used by the company for the purpose of implementing this equity incentive plan, and shall not be used for any other purpose.
In accordance with the relevant requirements of 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 issue the following legal opinions:
1、 Approval and authorization of reserved stock options granted in this equity incentive plan
1. On June 14, 2021, the 36th meeting of the seventh board of directors of the company deliberated and adopted the proposal on the stock option incentive plan in 2021 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the stock option incentive plan in 2021 and other proposals related to the stock option incentive plan. On the same day, All independent directors of the company have expressed their independent opinions on matters related to the equity incentive plan.
2. On June 14, 2021, the 21st Meeting of the seventh board of supervisors of the company deliberated and adopted the proposal on and its summary The proposals related to this equity incentive plan, such as the proposal on the management measures for the implementation and assessment of the 2021 stock option incentive plan and the proposal on the list of incentive objects of the 2021 stock option incentive plan, verified the name list of incentive objects of the company’s equity incentive plan.
3. On June 15, 2021, the company publicized the list of incentive objects of 2021 stock option incentive plan through its internal website, and publicized the names and positions of the proposed incentive objects of the company from June 15, 2021 to July 6, 2021. During the publicity period, the board of supervisors of the company did not receive any objection raised by the company’s employees against the above incentive objects.
4. On July 7, 2021, the company disclosed the statement of the board of supervisors on the review and publicity of the incentive list of the 2021 stock option incentive plan on cninfo.com. After review, the board of supervisors of the company considered that the incentive objects listed in the incentive plan met the conditions specified in the company law, equity incentive measures and other relevant laws and regulations and the incentive plan (Draft) of the company, As the incentive object of this equity incentive plan, it is legal and effective.
5. On July 13, 2021, The third extraordinary general meeting of the company in 2021 deliberated and approved the proposal on the 2021 stock option incentive plan (Draft) and its summary, the proposal on the measures for the implementation and assessment of the 2021 stock option incentive plan, and the proposal on submitting the general meeting of shareholders to authorize the board of directors to handle matters related to the 2021 stock option incentive plan Three proposals related to this equity incentive plan. The third extraordinary general meeting of shareholders in 2021 authorized the board of directors to determine the grant date of the equity incentive plan, grant stock options to the incentive objects when the incentive objects meet the conditions, and handle all matters necessary for the grant of stock options.
6. On July 16, 2021, the 38th meeting of the seventh board of directors of the company deliberated and adopted the proposal on granting stock options to incentive objects. On the same day, all independent directors of the company expressed their independent opinions on matters related to the granting of stock options under the equity incentive plan.
7. On July 16, 2021, the 23rd Meeting of the seventh board of supervisors of the company deliberated and approved the proposal on granting stock options to incentive objects, verified that the incentive objects of the equity incentive plan met the grant conditions and issued verification opinions.
8. On August 27, 2021, the 40th meeting of the seventh board of directors and the 24th Meeting of the seventh board of supervisors respectively deliberated and adopted the proposal on adjusting matters related to the 2021 stock option incentive plan. On the same day, the independent directors of the company expressed their independent opinions.
9. On September 8, 2021, the company issued the announcement on the completion of the grant registration of 2021 stock option incentive plan, which granted 32485875 stock options to 313 incentive objects for the first time.
10. On February 11, 2022, the 45th meeting of the seventh board of directors of the company deliberated and approved the proposal on granting reserved stock options for 2021 stock option incentive plan to incentive objects, determined February 11, 2022 as the grant date, the exercise price was 15.53 yuan / share, and granted 3.62 million reserved stock options to 9 incentive objects. On the same day, all independent directors of the company expressed their independent opinions on matters related to the granting of reserved stock options under the equity incentive plan.
11. On February 11, 2022, the 26th meeting of the 7th board of supervisors of the company deliberated and approved the proposal on granting reserved stock options to incentive objects in 2021 stock option incentive plan, verified the list of incentive objects granted reserved stock options this time, and expressed the verification opinions that meet the conditions of grant.
In conclusion, our lawyers believe that the matters related to the granting of reserved stock options in the company’s equity incentive plan have obtained the necessary approval and authorization procedures at this stage, and comply with the relevant laws, regulations and normative documents such as the equity incentive measures and the relevant provisions of the incentive plan (Draft).
2、 Matters related to the grant of reserved rights and interests in this equity incentive plan
（1） Grant date
According to the proposal on granting reserved stock options for 2021 stock option incentive plan to incentive objects deliberated and adopted at the 45th meeting of the seventh board of directors, the board of directors of the company determined February 11, 2022 as the reserved equity grant date of this stock option incentive plan.
According to the inspection, the granting date of the reserved rights and interests of the company’s equity incentive plan is the trading day, and the granting object of the reserved rights and interests is clear within 12 months after the shareholders’ meeting deliberates and approves the equity incentive plan, which is in line with the relevant laws, regulations, normative documents such as the equity incentive measures and the relevant provisions of the incentive plan (Draft).
（2） Grant conditions
According to the proposal on 2021 stock option incentive plan (Draft) > and its summary deliberated and adopted at the third extraordinary general meeting of the company in 2021, the granting conditions of this equity incentive plan are as follows:
1. The company does not have any of the following situations:
(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. The incentive object does not have any of the following situations:
(1) Being identified as an inappropriate candidate by the stock exchange within the last 12 months;
(2) It has been identified as an inappropriate candidate by the CSRC and its dispatched offices within the last 12 months;
(3) 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;
(4) Those who are not allowed to serve as directors or senior managers of the company as stipulated in the company law;
(5) Those who are not allowed to participate in the equity incentive of listed companies according to laws and regulations;
(6) Other circumstances recognized by the CSRC.
According to the company’s currently valid business license, articles of association, the audit report of Montnets Cloud Technology Group Co.Ltd(002123) 2020 issued by Asia Pacific (Group) accounting firm (special general partnership) (yksz [2021] No. 01610053), the internal control assurance report of Montnets Cloud Technology Group Co.Ltd(002123) (ykzs [2021] No. 01610081) and the internal control evaluation report of Montnets Cloud Technology Group Co.Ltd(002123) 2020 issued by Asia Pacific (Group) accounting firm (special general partnership), After the lawyers of the firm inquired the public information of the national enterprise credit information publicity system, cninfo.com, CSRC and other websites (query date: February 11, 2022) and the company confirmed that as of the date of issuance of this legal opinion, the company has not been prohibited from implementing the equity incentive plan as stipulated in Article 7 of the equity incentive measures.
In addition, according to the list of incentive objects of the equity incentive plan and the written documents issued by the incentive objects, and through the lawyer of the exchange’s inquiry on the official websites of China Securities Regulatory Commission, Shenzhen Stock Exchange and Shanghai Stock Exchange (inquiry date: February 10, 2022), as of the date of issuance of this legal opinion, The incentive object of the reserved stock option granted this time does not have the circumstances specified in paragraph 2 of Article 8 of the equity incentive measures.
（3） Incentive object, grant quantity and exercise price
According to the proposal on granting reserved stock options for 2021 stock option incentive plan to incentive objects deliberated and adopted at the 45th meeting of the seventh board of directors of the company, the company granted 3.62 million reserved stock options to 9 incentive objects with an exercise price of 15.53 yuan / share, which is in line with the equity incentive measures and other relevant laws Regulations, normative documents and relevant provisions of the incentive plan (Draft).
In conclusion, our lawyers believe that as of the date of issuance of this legal opinion, the conditions for granting the reserved stock options in the company’s equity incentive plan have been met, and the company granted 3.62 million reserved stock options to 9 incentive objects in line with the company law, securities law, equity incentive measures and other relevant laws and regulations Regulations, normative documents and relevant provisions on the conditions for granting reserved rights and interests in the incentive plan (Draft). 3、 Concluding observations
To sum up, our lawyers believe that in addition to performing the obligation of information disclosure and going through the relevant grant registration procedures in accordance with the equity incentive measures and other relevant laws, regulations, rules and normative documents, the incentive plan (Draft) and the relevant provisions of Shenzhen Stock Exchange, Relevant matters related to the granting of reserved stock options in the equity incentive plan of the company have obtained the necessary approval and authorization at this stage; The board of directors’ determination of the grant date of the reserved rights and interests, as well as the grant object, grant quantity and grant price, comply with the relevant provisions of laws, regulations, normative documents such as the equity incentive measures and the incentive plan (Draft); Both the company and the incentive object meet the grant conditions specified in the incentive plan (Draft); The company has fulfilled the necessary information disclosure obligations at this stage.
This legal opinion is made in quadruplicate.
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(there is no text on this page, which is the signature page of the legal opinion of Beijing Guofeng law firm on the grant of reserved stock options under the Montnets Cloud Technology Group Co.Ltd(002123) 2021 stock option incentive plan)
person in charge
Li Guo Zhang
Handling lawyer of Beijing Guofeng law firm
Li Wei
Huang Xinyi
February 11, 2022
