Securities code: Montnets Cloud Technology Group Co.Ltd(002123) securities abbreviation: Montnets Cloud Technology Group Co.Ltd(002123) Announcement No.: 2022061 Montnets Cloud Technology Group Co.Ltd(002123)
Announcement on granting stock options to incentive objects
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 fourth meeting of the eighth board of directors on May 18, 2022, deliberated and adopted the proposal on granting stock options to incentive objects, considered that the granting conditions specified in the second phase of stock option incentive plan of the company in 2022 (hereinafter referred to as “the incentive plan”) had been met, and determined May 18, 2022 as the granting date, Grant 18.9 million stock options to 168 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 the second stock option incentive plan in 2022 (Draft) and its summary has been deliberated and adopted at the 2021 annual general meeting of the company, and the main contents are as follows:
1. Type of underlying stock: the incentive form adopted in this incentive plan is stock option.
2. The source of the target stock of the company’s incentive plan: the source of the target stock issued to the company in RMB.
3. Incentive objects: the incentive objects of this incentive plan are directors, senior managers, middle managers and core technology (business) backbones of the company. There are 168 incentive objects involved in the first grant of stock options in this incentive plan. Independent directors, supervisors, shareholders or actual controllers who individually or jointly hold more than 5% of the company’s shares and their spouses, parents and children are not included in the scope of incentive objects in this incentive plan.
4. The exercise arrangement of the first granted stock option involved in this incentive plan is as follows:
Exercise arrangement exercise time exercise proportion
The first transaction of stock options granted for the first time after 12 months from the date of the first grant
The last 50% within 24 months from the date of the first exercise period to the date of the first grant
End of one trading day
The first transaction of stock options granted for the first time after 24 months from the date of the first grant
The last 50% within 36 months from the date of the second exercise period to the date of the first grant
End of one trading day
For the stock options that have not applied for exercise within the above agreed period or that cannot be applied for exercise due to failure to meet the exercise conditions, the company will cancel the corresponding stock options that have not been exercised of the incentive object according to the principles specified in this incentive plan, and the exercise shall not be deferred to the next period.
5. The exercise conditions of stock options granted for the first time in this incentive plan include:
(1) Company level performance assessment requirements
The exercise assessment year of stock options granted for the first time 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). The annual performance assessment requirements of stock options granted for the first time are shown in the table below:
Score of exercise
Arrange (x) performance evaluation indicators of 0 points, 60 points, 80 points and 100 points
The company’s operating income in 2022 is relatively low
50% the growth rate in 2020 shall not be less than 83% a ＜ 49.8% 49.8% ≤ a ＜ 66.4% 66.4% ≤ a ＜ 83% a ≥ 83% (a)
The company’s operating income in 2023 is relatively low
50% the growth rate in 2020 shall not be less than 115% a ＜ 69% ≤ a ＜ 92% 92% ≤ a ＜ 115% a ≥ 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.
(II) relevant approval procedures completed
1. On April 29, 2022, the company held the second meeting of the eighth board of directors and the second meeting of the eighth board of supervisors respectively, deliberated and adopted the proposal on the second stock option incentive plan in 2022 (Draft) and its summary, and the proposal on the management measures for the implementation and assessment of the second stock option incentive plan in 2022.
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 April 30, 2022 to May 11, 2022, 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 May 12, 2022, the company disclosed the statement of the board of supervisors on the review and publicity of the list of objects of the second stock option incentive plan in 2022 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 second stock option incentive plan in 2022 (Draft), As the incentive object of this incentive plan, it is legal and effective.
3. On May 18, 2022, the company held the 2021 annual general meeting of shareholders, which deliberated and approved the proposal on the second stock option incentive plan in 2022 (Draft) and its summary, the proposal on the measures for the implementation and assessment of the second stock option incentive plan in 2022, and the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle matters related to the second stock option incentive plan in 2022.
4. On May 18, 2022, the company held the fourth meeting of the eighth board of directors and the third meeting of the eighth 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.
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) none of the following circumstances has occurred in the company:
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. In the last 12 months, it has been identified as an inappropriate candidate by the CSRC and its dispatched offices;
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.
(III) the implementation of this incentive plan will not cause the equity distribution to fail to meet the requirements of listing conditions.
4、 Details of the first award of this incentive plan
1. Grant date: May 18, 2022
2. Exercise price: 11.00 yuan / share
3. Number and quantity of awards: this incentive plan grants 18.9 million copies to 168 incentive objects for the first time
the stock option.
The distribution of stock options granted for the first time among incentive objects is as follows:
Proportion of stock options granted to the total number of stock options granted to the number of positions (10000) announced in the serial number of this incentive plan proportion of the total share capital of the company on the day
1 Xu Gang, vice chairman and President 120 5.71% 0.15%
2 Tian Feichong, director and senior vice president 85 4.05% 0.11%
3. Director and senior vice president of Hang Guoqiang 85 4.05% 0.11%
4 Zhu Wenwen, vice president and Secretary of the board of directors 30 1.43% 0.04%
5 Liu Yong, chief financial officer 50 2.38% 0.06%
Middle managers and core technology (business) backbone 152072.38% 1.89%
(163 persons)
Reserved equity 210 10.00% 0.26%
Total (168 persons) 2100100.00% 2.62%
Note:
1. The shares of the company granted to any of the above incentive objects through all effective equity incentive plans do not exceed the current total amount of the company
1% of share capital. 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 the exercise of stock options by the incentive object, the company will pay ex rights, ex dividends or other compensation for the underlying shares
Reason: the grant price needs to be adjusted or
