Montnets Cloud Technology Group Co.Ltd(002123) : independent opinions of independent directors on matters related to the fourth meeting of the eighth board of directors

Montnets Cloud Technology Group Co.Ltd(002123) independent director

Independent opinions on matters related to the fourth meeting of the eighth board of directors

In accordance with the relevant provisions of the company law, the measures for the administration of equity incentive of listed companies (hereinafter referred to as the "measures"), the self regulatory guidelines for listed companies of Shenzhen Stock Exchange No. 1 - standardized operation of listed companies on the main board, the rules for independent directors of listed companies, the guidelines for the governance of listed companies and the articles of association, we are independent directors of Montnets Cloud Technology Group Co.Ltd(002123) (hereinafter referred to as the "company"), Independent opinions on the fourth meeting of the eighth board of directors are as follows:

1、 Independent opinions on granting stock options to incentive objects

1. The board of directors determined that the grant date of stock options in the incentive plan of the company is May 18, 2022, which complies with the administrative measures and other laws and regulations and the relevant provisions on the grant date in the second stock option incentive plan of 2022 (Draft), At the same time, this grant also meets the conditions for the incentive object to be granted stock options in the company's 2022 second stock option incentive plan (Draft).

2. The incentive objects determined by the company in this grant comply with the company law and other laws and regulations and the relevant qualification provisions of the articles of Association; There is no prohibition of being granted equity incentive as stipulated in the administrative measures, and the subject qualification of the incentive object is legal and effective.

3. The company has no plans or arrangements to provide loans, loan guarantees or any other financial assistance to the incentive objects in accordance with this incentive plan.

4. The implementation of equity incentive plan by the company helps to improve the incentive and restraint mechanism of the company, improve the sustainable development ability of the company, improve the management efficiency and the enthusiasm, creativity and responsibility of managers, and finally improve the overall performance of the company to ensure the realization of the company's future development strategy and business objectives.

5. The affiliated directors in the board of directors of the company have performed the withdrawal voting procedure in accordance with the Listing Rules of Shenzhen Stock Exchange and the relevant provisions of the articles of association, which has been deliberated and approved by the non affiliated directors.

To sum up, we unanimously agree that the grant date of stock options in this incentive plan of the company is May 18, 2022, and agree to grant 18.9 million stock options to 168 eligible incentive objects.

Independent directors: Wang Yong, Wu Zhonghua, Hou Yanzhao May 18, 2022

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