Securities code: 002123 securities abbreviation: Montnets Cloud Technology Group Co.Ltd(002123) Announcement No.: 2022-005 Montnets Cloud Technology Group Co.Ltd(002123)
On granting 2021 stock option incentive plan to incentive objects
Announcement of reserved stock options
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.
Montnets Cloud Technology Group Co.Ltd(002123) (hereinafter referred to as “the company”) held the 45th meeting of the seventh board of directors on February 11, 2022, deliberated and adopted the proposal on granting reserved stock options to incentive objects in 2021 stock option incentive plan, Considering that the conditions for granting reserved stock options stipulated in the company’s 2021 stock option incentive plan (hereinafter referred to as the “incentive plan”) have been met, February 11, 2022 is determined as the grant date, and 3.62 million reserved stock options are granted to 9 eligible incentive objects. The relevant matters are explained as follows:
1、 Brief description of equity incentive plan and relevant approval procedures performed
(I) brief description of the company’s equity incentive plan
The proposal on 2021 stock option incentive plan (Draft) > and its summary has been deliberated and adopted at the third extraordinary general meeting of the company in 2021. The main contents are as follows:
1. Type of underlying stock: the incentive form adopted in this incentive plan is stock option.
2. Source of underlying stock: the stock source of stock options to be granted under this incentive plan is the company’s directional issuance of RMB common shares (A shares) to incentive objects.
3. Incentive objects: the incentive objects of this incentive plan are directors, senior managers, middle managers, core technicians, core business personnel of the company or its subsidiaries, as well as core backbone employees or employees in key positions recognized by the board of directors as having made outstanding contributions to the development of the company or its subsidiaries. The number of incentive objects reserved for granting stock options in this incentive plan is 9, and the company’s independent directors and supervisors are not within the scope of incentive objects in this incentive plan.
4. The reserved granted stock options involved in this incentive plan will be granted in 2022. The exercise period and the exercise time of each period are as follows:
Exercise arrangement exercise time exercise proportion
The stock options reserved for grant shall be from the first trading day after 12 months from the date of reserved grant to 50% of the reserved grant
The first vesting period shall remain until the last trading day within 24 months from the date of grant
The stock options reserved for grant shall be from the first trading day after 24 months from the date of reserved grant to 50% of the reserved grant
The second exercise period shall remain until the last trading day within 36 months from the date of grant
5. The exercise conditions reserved for granting stock options in this incentive plan include:
(1) Company level performance assessment requirements
The exercise assessment year of stock options reserved and granted in the incentive plan is two fiscal years from 2022 to 2023, and the performance assessment is carried out annually. The company level performance assessment score (x) is determined according to the assessment index score, and the company level exercise proportion (m) of the current year is determined according to the company level performance assessment score (x).
Score of exercise (x): 0 points, 60 points, 80 points, 100 points. Performance evaluation indicators shall be arranged
50% in 2022, the company’s operating revenue is lower than that of 2020 a ＜ 49.8% ≤ a ＜ 66.4%, 66.4% ≤ a ＜ 83%, a ≥ 83%, and the annual growth rate is not lower than 83% (a) 49.8%
The operating rate of the company in 202a is not less than 69% and not less than 115% respectively (the operating rate of the company in 2020 a is not less than 69% and not less than 69% respectively)
The score of the company’s operating income growth rate (a) in each assessment year is (x), and the company level exercise proportion (m) corresponding to the company level performance assessment score (x) is shown in the following table:
Company performance assessment score (x) interval company level exercise proportion (m)
X = 0 point 0
X = 60 points 60%
X = 80 points 80%
X = 100 points 100%
(2) Performance appraisal requirements at individual level
The individual level assessment of incentive objects shall be organized and implemented in accordance with the relevant provisions of the company’s current salary and assessment. The individual level performance appraisal rating is divided into four grades, and the individual level performance appraisal coefficient (P) is determined according to the individual level performance appraisal rating:
Individual performance appraisal rating individual level exercise coefficient (P)
A 100%
B 90%
C 70%
D 0%
The actual exercise amount of the incentive object in the current year = the planned exercise amount of the incentive object in the current year × Exercise proportion at company level (m) × Exercise coefficient at individual level (P).
The stock options that cannot be exercised by the incentive object in the year of assessment shall be cancelled by the company.
(II) relevant approval procedures completed
1. On June 14, 2021, the company held the 36th meeting of the seventh board of directors and the 21st Meeting of the seventh board of supervisors respectively, and deliberated and adopted the proposal on the stock option incentive plan in 2021 (Draft) and its summary (hereinafter referred to as the “draft”) and the proposal on the measures for the implementation and assessment of the stock option incentive plan in 2021.
The board of supervisors verified the list of incentive objects of the company’s incentive plan. The independent directors of the company expressed independent opinions on matters related to the incentive plan. Beijing Guofeng law firm issued a legal opinion.
2. From June 15, 2021 to July 6, 2021, the company publicized the names and positions of the list of incentive objects in the incentive plan within the company. During the publicity period, the board of supervisors of the company did not receive any objection related to the proposed incentive objects in the incentive plan. 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. The board of supervisors of the company believed that the incentive objects listed in the incentive plan were in line with the company law The conditions stipulated in the management measures and other relevant laws and regulations and the company’s 2021 stock option incentive plan (Draft) are legal and effective as the incentive object of this incentive plan.
3. On July 13, 2021, the company held the third extraordinary general meeting of shareholders in 2021, deliberated and approved the proposal on the stock option incentive plan in 2021 (Draft) and its summary, and the proposal on the measures for the implementation and assessment of the stock option incentive plan in 2021 Proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the company’s 2021 stock option incentive plan.
4. On July 16, 2021, the company held the 38th meeting of the 7th board of directors and the 23rd Meeting of the 7th board of supervisors respectively, and deliberated and adopted the proposal on granting stock options to incentive objects. The independent directors of the company expressed independent opinions on this, and Beijing Guofeng law firm issued a legal opinion.
5. On August 27, 2021, the company held the 40th meeting of the 7th board of directors and the 24th Meeting of the 7th board of supervisors respectively, and deliberated and adopted the proposal on adjusting matters related to the 2021 stock option incentive plan. The independent directors of the company expressed independent opinions on this, and Beijing Guofeng law firm issued a legal opinion.
6. On February 11, 2022, the company held the 45th meeting of the 7th board of directors and the 26th meeting of the 7th board of supervisors respectively, and deliberated and adopted the proposal on granting reserved stock options to incentive objects in 2021 stock option incentive plan. The independent directors of the company expressed independent opinions on this, and Beijing Guofeng law firm issued a legal opinion.
2、 Explanation of the difference between the incentive plan implemented this time and the disclosed incentive plan
There is no difference between the incentive objects granted this time and the number and price of stock options granted to them and the disclosed incentive plan.
3、 Description of the award conditions and achievements of this incentive plan
According to the provisions of this incentive plan, only when the following conditions are met can the incentive object be granted stock options:
(I) the company is not under any of the following circumstances:
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.
(II) 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. Being deemed inappropriate by the CSRC within 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.
After verification by the board of directors of the company, neither the company nor the incentive object has the situation shown above, and the board of Directors believes that the granting conditions of this incentive plan have been met.
4、 Specific conditions of reserved grant in this incentive plan
(I) specific conditions of reservation grant
1. Grant date: February 11, 2022
2. Exercise price: 15.53 yuan / share
3. Number and quantity of grants: 3.62 million stock options are reserved and granted to 9 incentive objects in this incentive plan.
The distribution of stock options reserved for grant among incentive objects is as follows:
Name: the proportion of stock options granted by position in the total number of options granted in the current total share capital
Quantity (10000 copies) proportion
Zhong Weifeng, vice president 70 19.34% 0.09%
Middle and grass-roots managers and core
Technical (business) backbone 292 80.66% 0.36%
(8 persons)
Total (9 persons) 362 100.00% 0.45%
Note: 1. The shares of the company granted by any of the above incentive objects through all effective equity incentive plans do not exceed 1% of the current total share capital of the company. The total number of underlying shares involved in all effective incentive plans of the company shall not exceed 10% of the current total share capital of the company. 2. The incentive objects of this incentive plan do not include independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the shares of the company and their spouses, parents and children. 3. During the period from the date of announcement of the incentive plan to the completion of stock option exercise by the incentive object, if the company needs to adjust the grant price or the number of target shares due to ex dividend, ex dividend or other reasons, the board of directors shall adjust the exercise price and the total number of target shares in accordance with the adjustment methods and procedures specified in the plan in accordance with the authorization of the general meeting of shareholders of the company.
(II) the implementation of the incentive plan will not lead to the equity distribution not meeting the requirements of listing conditions.
5、 The impact of stock options granted in this incentive plan on the company’s financial status and operating results in relevant years. The company uses the internationally accepted Black Scholes model to calculate the fair value of reserved granted stock options. The values and rationality of important parameters of the model are as follows:
1. Target share price: 14.68 yuan / share (based on the closing price of the company’s shares of 14.68 yuan / share on February 11, 2022)
2. The validity period is 1 year and 2 years respectively (the period from the authorization date to the first vesting date of each exercise period)
3. The volatility is 17.5241% and 20.7924% respectively (using the volatility of the small and medium-sized composite index in the last one and two years)
4. None
