Beijing Guofeng law firm
About Montnets Cloud Technology Group Co.Ltd(002123)
Grant of the second stock option incentive plan in 2022
Legal opinion on stock options
Gflzz [2022] an077-2
Beijing Guofeng law firm
Grandway Law Offices
7 / F, news building, No. 26, Jianguomen inner street, Dongcheng District, Beijing zip code: 100005
Tel: 01066090088 / 88004488 Fax: 01066090016
Beijing Guofeng law firm
About Montnets Cloud Technology Group Co.Ltd(002123)
Grant of the second stock option incentive plan in 2022
Legal opinion on stock options
Gflzz [2022] an077-2
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 2022 phase II stock option incentive plan (hereinafter referred to as the “equity incentive plan”), 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 stock options in this equity incentive plan in accordance with the relevant provisions of departmental rules and other normative documents, the Montnets Cloud Technology Group Co.Ltd(002123) articles of association and the Montnets Cloud Technology Group Co.Ltd(002123) 2022 second issue 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 stock options granted by this equity incentive plan
1. On April 29, 2022, the second meeting of the eighth board of directors of the company deliberated and approved the proposal on the second stock option incentive plan in 2022 (Draft) and its summary, and the proposal on the measures for the implementation and assessment of the second stock option incentive plan in 2022 and other proposals related to the equity incentive plan. On the same day, all independent directors of the company expressed their independent opinions on matters related to the equity incentive plan.
2. On April 29, 2022, the second meeting of the eighth board of supervisors of the company deliberated and approved the proposals related to the equity incentive plan, such as 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 the list of incentive objects of the second stock option incentive plan in 2022, Verified the list of incentive objects of the company’s equity incentive plan.
3. On April 29, 2022, the company publicized the list of incentive objects of the second stock option incentive plan in 2022 through its internal website, and publicized the names and positions of the proposed incentive objects of the company from April 30, 2022 to May 11, 2022. 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 May 12, 2022, the company disclosed the statement of the board of supervisors on the review and publicity of the list of incentive objects of the second stock option incentive plan in 2022 on cninfo.com. After review, the board of supervisors of the company believed that the incentive objects listed in this incentive plan met the requirements of relevant laws and regulations such as corporate justice, equity incentive measures and the company’s incentive plan (Draft), As the incentive object of this equity incentive plan, it is legal and effective.
5. On May 18, 2022, the 2021 annual general meeting of shareholders of the company 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, The 2021 annual general meeting of shareholders of the company authorizes 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 May 18, 2022, the fourth meeting of the eighth 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 May 18, 2022, the third meeting of the eighth 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.
In conclusion, our lawyers believe that the matters related to the granting of 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、 Grant conditions and achievements of this equity incentive plan
According to the proposal on the second stock option incentive plan in 2022 (Draft) and its summary deliberated and approved by the company’s 2021 annual general meeting of shareholders, 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) 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.
According to the company’s currently valid business license, articles of association, the audit report of Montnets Cloud Technology Group Co.Ltd(002123) 2021 issued by Asia Pacific (Group) Certified Public Accountants (special general partnership) (yksz [2022] No. 01610070), the assurance report of Montnets Cloud Technology Group Co.Ltd(002123) internal control (ykzs [2022] No. 01610045), the internal control evaluation report of Montnets Cloud Technology Group Co.Ltd(002123) 2021, the 2019 general meeting of shareholders, the 2020 general meeting of shareholders According to the resolutions of the 2021 annual general meeting of shareholders and the equity distribution plan and other materials, and after the lawyers of the exchange inquire the public information of the national enterprise credit information publicity system, cninfo.com and the CSRC, the company does not have the situation that it is not allowed to implement 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 lawyer of the exchange’s inquiry into the official websites of China Securities Regulatory Commission, Shenzhen Stock Exchange and Shanghai Stock Exchange, the incentive objects determined in the equity incentive plan do not have the circumstances specified in paragraph 2 of Article 8 of the equity incentive measures.
To sum up, our lawyers believe that as of the date of issuance of this legal opinion, the granting conditions of the company’s equity incentive plan have been met, and the granting of stock options by the company to the incentive objects complies with the relevant laws, regulations, rules and normative documents such as the company law, the securities law, the equity incentive measures, as well as the relevant provisions on the granting conditions in the incentive plan (Draft).
3、 Grant date of this equity incentive plan
According to the proposal on requesting the general meeting of shareholders to authorize the board of directors to handle the matters related to the second stock option incentive plan of the company in 2022, the general meeting of shareholders of the company authorizes the board of directors to determine the grant date of the equity incentive plan.
On May 18, 2022, the fourth meeting of the eighth board of directors of the company deliberated and approved the proposal on granting stock options to incentive objects. The board of directors determined that the grant date of the equity incentive plan of the company was May 18, 2022. On the same day, all independent directors of the company expressed independent opinions on the granting of stock options under the equity incentive plan and agreed that the granting date of the equity incentive plan of the company was May 18, 2022.
According to the inspection, the grant date of the equity incentive plan of the company is the trading day, within 60 days from the date of deliberation and approval of the equity incentive plan by the general meeting of shareholders of the company, and not during the following periods:
(1) Within 30 days before the announcement of the company’s periodic report, if the announcement date of the periodic report is delayed due to special reasons, it shall be calculated from 30 days before the original scheduled announcement date to 1 day before the announcement;
(2) Within 10 days before the announcement of the company’s performance forecast and performance express;
(3) From the date of major events that may have a great impact on the trading price of the company’s shares and their derivatives or the date of entering the decision-making process to 2 trading days after disclosure according to law;
(4) Other periods prescribed by the CSRC and the stock exchange.
The lawyers of the firm believe that the necessary procedures have been performed for the determination of the grant date of the equity incentive plan of the company, and the grant date complies with the relevant laws, regulations, rules and normative documents such as the equity incentive measures and the relevant provisions of the incentive plan (Draft).
4、 The grant object, grant quantity and exercise price of this equity incentive plan
After verification, the company held the fourth meeting of the eighth board of directors on May 18, 2022, deliberated and approved the proposal on granting stock options to incentive objects, and agreed to grant 18.9 million stock options to 168 eligible incentive objects. According to the incentive plan (Draft), the exercise price is 11.00 yuan / share.
On the same day, all independent directors of the company expressed independent opinions on matters related to the grant of stock options in the equity incentive plan, and believed that the board of directors of the company determined that the grant date of the incentive plan was May 18, 2022, which was in line with the equity incentive measures and other laws and regulations and the relevant provisions on the grant date in the incentive plan (Draft), At the same time, this grant also meets the conditions for the incentive object to be granted stock options in the company’s incentive plan (Draft). 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 stipulated in the equity incentive measures, and the subject qualification of the incentive object is legal and effective. 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. 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. The affiliated directors in the board of directors of the company have performed the withdrawal voting procedure in accordance with the relevant provisions of the Listing Rules of Shenzhen Stock Exchange and the articles of association, which has been deliberated and approved by the non affiliated directors. Therefore, it is unanimously agreed that the grant date of stock options in this incentive plan of the company is May 18, 2022, and it is agreed to grant 18.9 million stock options to 168 eligible incentive objects.
The lawyers of the firm believe that the grant object, grant quantity and grant price of this equity incentive comply with the relevant laws, regulations, rules and normative documents such as the equity incentive measures and the relevant provisions of the incentive plan (Draft).
5、 Other matters
Upon inspection, as of the date of issuance of this legal opinion, the company has fulfilled the necessary information disclosure obligations at this stage in accordance with the equity incentive measures and other laws, regulations, rules and normative documents and the requirements of the incentive plan (Draft). The grant of this equity incentive plan still needs to fulfill the obligation of information disclosure and go 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.
6、 Concluding observations
In conclusion, 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, the matters related to the grant of stock options in the company’s equity incentive plan have obtained the necessary approval and authorization at this stage; The board of directors has the right to determine the grant date of this equity incentive plan; The determination of the grant date of the equity incentive plan by the board of directors, as well as the grant object, grant quantity and grant price, comply with the equity incentive measures and other laws, regulations, normative documents and the relevant provisions of 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.
(there is no text on this page, which is the signature page of the legal opinion of Beijing Guofeng law firm on granting stock options under the second stock option incentive plan of Montnets Cloud Technology Group Co.Ltd(002123) 2022)
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