Securities code: Montnets Cloud Technology Group Co.Ltd(002123) securities abbreviation: Montnets Cloud Technology Group Co.Ltd(002123) Announcement No.: 2022029 Montnets Cloud Technology Group Co.Ltd(002123)
With regard to the announcement on the completion of the reserved grant registration of the stock option incentive plan in 2021, 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.
According to the measures for the administration of equity incentive of listed companies (hereinafter referred to as the “measures”), the relevant provisions of Shenzhen Stock Exchange and Shenzhen Branch of China Securities Depository and Clearing Corporation Limited, Montnets Cloud Technology Group Co.Ltd(002123) (hereinafter referred to as the “company”) recently completed the grant registration of reserved stock options in the Montnets Cloud Technology Group Co.Ltd(002123) 2021 stock option incentive plan (Draft) (hereinafter referred to as the “draft”), Option abbreviation: mengwang jlc6, option Code: 037223. The validity period of the option is from the reserved grant date to the date when all the stock options granted to the incentive object are exercised or cancelled, with a maximum of 36 months. The specific information is hereby announced as follows:
1、 Relevant decision-making procedures performed in this incentive plan
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 met the conditions specified in the company law, management measures and other relevant laws and regulations and the company’s 2021 stock option incentive plan (Draft), As the incentive object of this incentive plan, it is legal and effective.
3. On July 13, 2021, the company held the third extraordinary general meeting of shareholders in 2021, deliberated and passed 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 the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the stock option incentive plan in 2021.
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、 Reserved awards of this incentive plan
(I) specific conditions of reservation grant
1. Option abbreviation: dreamnet jlc6, option Code: 037223
2. Grant date: February 11, 2022
3. Exercise price: 15.53 yuan / share
4. Validity period: from the date of granting the reserved stock option to the date when all the stock options granted to the incentive object are exercised or cancelled, the longest period shall not exceed 36 months.
5. Number and quantity of grants: stock options are reserved in this incentive plan, and 3.62 million stock options are reserved and granted to 9 incentive objects.
The distribution of reserved stock options among incentive objects is as follows:
Proportion of reserved shares granted by name and position in the period of granting reserved shares in the current total share capital
Number of options (10000 copies) proportion of the total number of options
Zhong Weifeng, vice president 70 19.34% 0.09%
Middle and grass-roots managers and core 292 80.66% 0.36%
Technical (business) backbone
(8 persons)
Total (9 persons) 362100.00% 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 subject shares involved in all effective incentive plans of the company shall not exceed 50% of the current total share capital of the company
10%。
2. The incentive objects of this incentive plan do not include independent directors, supervisors and shareholders or real shareholders who individually or jointly hold more than 5% of the shares of the company
International controllers 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.
6. Stock source: the company issues RMB common shares (A shares) to incentive objects.
7. The exercise arrangements reserved for granting stock options 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
(II) the exercise conditions of stock options reserved in this incentive plan include:
1. Performance assessment requirements of the company
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 less than 83% (a)
50% in 2023, the company’s operating revenue is less than 69% compared with 2020 a, 69% ≤ a 92%, 92% ≤ a 115%, a ≥ 115%, and the annual growth rate is not less than 115% (a)
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.
(III) the implementation of this incentive plan will not cause the equity distribution to fail to meet the requirements of listing conditions.
3、 Explanation on the consistency between the grant of reserved stock options in this incentive plan and the publicity
According to the authorization of the third extraordinary general meeting of shareholders in 2021, the 45th meeting of the seventh board of directors of the company decided to grant 3.62 million reserved stock options to 9 eligible incentive objects on February 11, 2022. The incentive objects granted reserved stock options and the number and price of stock options granted are consistent with those deliberated and adopted at the 45th meeting of the seventh board of directors of the company.
4、 Completion of reservation and grant registration of this incentive plan
1. Option abbreviation: dreamnet jlc6, option Code: 037223
2. Completion date of registration of granting reserved stock options: April 7, 2022
5、 Impact of the implementation of this incentive plan on the development of the company
The company’s implementation of the 2021 stock option incentive plan is conducive to further establish and improve the company’s long-term incentive mechanism, attract and retain talents, fully mobilize the interests of the company’s directors, senior managers and core managers, and make all parties pay common attention to the long-term development of the company.
It is hereby announced.
Montnets Cloud Technology Group Co.Ltd(002123) board of directors
April 9, 2022
