UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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of the Securities Exchange Act of 1934
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Preliminary Proxy Statement
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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CHINANET
ONLINE HOLDINGS, INC.
(Name of Registrant as Specified in Its
Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
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CHINANET ONLINE HOLDINGS, INC.
No. 9 South Min Zhuang Road
Haidian District
Beijing, PRC 100195
___________
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
to be held on October 12, 2020
___________
TO THE STOCKHOLDERS OF CHINANET ONLINE
HOLDINGS, INC.:
The Annual Meeting
of the stockholders of ChinaNet Online Holdings, Inc., a Nevada corporation (the “Company”), will be held on October
12, 2020, at 10:00 a.m. local time, at No. 9 South Min Zhuang Road, Haidian District, Beijing, PRC 100195, for the following purposes:
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1.
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To elect five (5) directors (Proposal 1);
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2.
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To ratify the appointment of Centurion ZD CPA & Co., as the Company’s independent accountants,
for the fiscal year ending December 31, 2020 (Proposal 2);
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3.
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To amend the Company’s restated articles of incorporation, as amended, to change the Company’s
corporate name from “ChinaNet Online Holdings, Inc.” to “ZW Data Action Technologies Inc.” (Proposal 3);
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4.
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To ratify the Company’s 2020 Omnibus Equity Incentive Plan (Proposal 4); and
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5.
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To transact any other business as may properly be presented at the Annual Meeting or any adjournment
thereof.
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A proxy statement,
providing information, and a form of proxy to vote, with respect to the foregoing matters accompany this notice.
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By Order of the Board of Directors,
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/s/ Handong Cheng
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Handong Cheng
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Chairman of the Board, Chief Executive Officer and President
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Dated: September 2, 2020
Important Notice Regarding Availability
of Proxy Materials for the Stockholders Meeting
To Be Held on October 12, 2020.
The Proxy Statement and the Company’s annual report to
Stockholders are available at the Company’s website, www.chinanet-online.com.
IMPORTANT
Whether or not you expect to attend
the Annual Meeting, please complete, date, and sign the accompanying proxy, and return it promptly in the enclosed return envelope.
If you grant a proxy, you may revoke it at any time prior to the Annual Meeting, vote a subsequent proxy, or vote in person at
the Annual Meeting.
PLEASE NOTE: If your shares are held
in street name, your broker, bank, custodian, or other nominee holder cannot vote your shares in the election of directors or with
respect to Proposal 3 and Proposal 4, unless you direct the nominee holder how to vote, by marking your proxy card.
CHINANET ONLINE HOLDINGS, INC.
No. 9 South Min Zhuang Road,
Haidian District, Beijing, PRC 100195
___________
PROXY STATEMENT
for
Annual Meeting of Stockholders
to be held on October 12, 2020
PROXY SOLICITATION
ChinaNet Online Holdings,
Inc., a Nevada corporation (the “Company”) is soliciting proxies on behalf of the Board of Directors (the “Board”)
in connection with the annual meeting of stockholders on October 12, 2020 and at any adjournment thereof. The Company will bear
the entire cost of preparing, assembling, printing and mailing this Proxy Statement, the accompanying proxy, and any additional
material that may be furnished to stockholders. Proxies also may be solicited through the mails or direct communication with certain
stockholders or their representatives by Company officers, directors, or employees, who will receive no additional compensation
therefor.
September 9, 2020 is
the approximate date on which this Proxy Statement and the accompanying form of proxy are first being sent to stockholders.
GENERAL INFORMATION ABOUT VOTING
Record Date, Outstanding Shares, and Voting Rights
As of August 20, 2020,
the record date for the meeting, the Company had outstanding 21,741,926 shares of Common Stock being the class of stock entitled
to vote at the meeting. Each share of Common Stock entitles its holder to one vote.
Procedures for Voting or Revoking
Proxies
You may vote your proxy
by completing, dating, signing, and mailing the accompanying form of proxy in the return envelope provided. The persons authorized
by any of those means to vote your shares will vote them as you specify or, in absence of your specification, as stated on the
form of proxy. Abstentions and broker non-votes represented by submitted proxies will be included in the calculation of the number
of the shares present at the Annual Meeting for the purposes of determining a quorum. “Broker non-votes” means shares
held of record by a broker that are not voted because the broker has not received voting instructions from the beneficial owner
of the shares and either lacks or declines to exercise the authority to vote the shares in its discretion. You may revoke any proxy
by notifying the Company in writing at the above address, ATTN: Secretary, or by voting a subsequent proxy or in person at the
meeting.
Proposal One. Directors
are elected by a plurality, and the nominees who receive the most votes will be elected. Proposal One is considered a “non-routine”
matter under NASDAQ Stock Market (“NASDAQ”) rules, and, accordingly, brokerage firms and nominees do not have the authority
to vote their clients’ unvoted shares on Proposal One or to vote their clients’ shares if the clients have not furnished
voting instructions within a specified period of time prior to the Annual Meeting. Abstentions and broker non-votes will not be
counted as votes cast and will have no effect on the outcome of the vote on Proposal One.
Proposal Two. To be
approved, the ratification of Centurion ZD CPA & Co. as the Company’s independent accountants must receive the affirmative
vote of the majority of the shares of Common Stock present in person or by proxy and cast at the Annual Meeting. Proposal Two is
considered a “routine” matter under NASDAQ rules, and, accordingly, brokerage firms and nominees have the authority
to vote their clients’ unvoted shares on Proposal Two as well as to vote their clients’ shares where the clients have
not furnished voting instructions within a specified period of time prior to the Annual Meeting. Abstentions and broker non-votes
will not be counted as votes cast and will have no effect on the outcome of the vote on Proposal Two.
Proposal Three. To
be approved, the proposal regarding the Company's proposed name change must receive the affirmative vote of the majority of issued
and outstanding shares of Common Stock. Proposal Three is considered a "non-routine" matter under NASDAQ rules, and,
accordingly, brokerage firms and nominees do not have the authority to vote their clients' unvoted shares on Proposal Three or
to vote their clients' shares if the clients have not furnished voting instructions within a specified period of time prior to
the Annual Meeting. Abstentions and broker non-votes will not be counted as votes cast and will have no effect on the outcome of
the vote on Proposal Three.
Proposal Four. To be
approved, the proposal to ratify the Company’s 2020 Equity Incentive Plan must receive the affirmative vote of the majority
of the shares of Common Stock present in person or by proxy at the Annual Meeting and cast at the Annual Meeting. Proposal Four
is considered a "non-routine" matter and, accordingly, brokerage firms and nominees do not have the authority to vote
their clients' unvoted shares on Proposal Four or to vote the clients' shares if the clients have not furnished voting instructions
within a specified period of time prior to the Annual Meeting. Abstentions and broker non-votes will not be counted as votes cast
and will have no effect on the outcome of the vote on Proposal Four.
Attending the Meeting
You may obtain directions
to the meeting at www.chinanet-online.com or by writing to the Company at the above address, ATTN: Secretary. If you attend the
meeting, you may vote there in person, regardless of whether you have voted by any of the other means mentioned in the preceding
paragraph.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table
sets forth certain information regarding beneficial ownership of Common Stock, as of the record date of the meeting, by each of
the Company’s directors and executive officers; all executive officers and directors as a group, and each person known to
the Company to own beneficially more than 5% of Company’s Common Stock. Except as otherwise noted, the persons identified
have sole voting and investment powers with respect to their shares.
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Common Stock
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Name of Beneficial Owner (1)
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Number
of Shares
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Percent of
Class (2)
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Handong Cheng (3)(5)
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4,658, 800
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21.31
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%
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Mark Li (6)
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221,542
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1.02
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%
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Chi Wa Chiu
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-
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-
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George Kai Chu (7)
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971,061
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4.45
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%
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Zhiqing Chen (8)
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70,000
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*
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Chang Qiu (9)
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90,000
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*
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Pau Chung Ho
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-
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-
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All Directors and Executive Officers as a Group (7 persons)
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6,011,403
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27.38
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%
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Rise King Investments Limited (3)(4)
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2,941,976
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13.53
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%
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Zhige Zhang (3)(10)
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2,971,876
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13.66
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%
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Xuanfu Liu (3)(11)
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2,991,976
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13.76
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%
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* Less than
one percent.
(1) The address of
each director and executive officer is c/o ChinaNet Online Holdings, Inc., No. 9 South Min Zhuang Road, Haidian District, Beijing
PRC 100195.
(2) Beneficial ownership
is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.
Shares of Common Stock subject to securities anticipated to be exercisable or convertible at or within 60 days of August 20, 2020,
are deemed outstanding for computing the percentage of the person holding such option or warrant but are not deemed outstanding
for computing the percentage of any other person. The indication herein that shares are anticipated to be beneficially owned is
not an admission on the part of the listed stockholder that he, she or it is or will be a direct or indirect beneficial owner of
those shares.
(3) Rise King Investments Limited (“Rise King”)
is collectively owned by Handong Cheng, Xuanfu Liu and Zhige Zhang. As a result, Mr. Cheng, Mr. Liu and Mr. Zhang may be deemed
to be beneficial owners of the shares of our common stock held by Rise King. Each of Mr. Cheng, Mr. Liu and Mr. Zhang disclaim
such beneficial ownership, and nothing herein shall be deemed to be an admission that Mr. Cheng, Mr. Liu or Mr. Zhang is the beneficial
owner of any such shares for any purpose. Information regarding this beneficial owner is furnished in reliance upon the Form 4,
dated August 18, 2015.
(4) The business
address of Rise King Investments Limited is P.O. Box 957, Offshore Incorporations Center, Road Town, Tortola, British Virgin Islands.
Information regarding this beneficial owner is furnished in reliance upon the Schedule 13D, dated July 6, 2009.
(5) Consists of (i)
2,941,976 shares of common stock owned by Rise King and which are deemed to be beneficially owned by Mr. Cheng; (ii) 1,593,488
shares of common stock owned directly by Mr. Cheng; and (iii) options to purchase up to 123,336 shares of the Company’s common
stock that are exercisable within 60 days from August 20, 2020.
(6) Consists of 221,542
shares of common stock.
(7) Consists of (i)
884,725 shares of common stock and (ii) options to purchase up to 86,336 shares of the Company’s common stock that are exercisable
within 60 days from August 20, 2020.
(8) Consists of 70,000
shares of common stock.
(9) Consists of 90,000 shares of common stock.
(10) Consists of
(i) 2,941,976 shares of common stock owned by Rise King and which are deemed to be beneficially owned by Mr. Zhang; (ii) 23,300
shares of common stock owned directly by Mr. Zhang; and (iii) options to purchase up to 6,600 shares of the Company’s common
stock that are exercisable within 60 days from August 20, 2020.
(11) Consists of (i) 2,941,976
shares of common stock owned by Rise King and which are deemed to be beneficially owned by Mr. Liu; and (ii) 50,000 shares of common
stock owned directly by Mr. Liu.
PROPOSAL 1
ELECTION OF DIRECTORS
Nominees of the Board of Directors
The Board, upon the
recommendation of the Nominating and Corporate Governance Committee, has nominated the persons identified below for election as
directors, to serve until the next annual meeting and until their successors have been elected and qualified, unless such directors
resign or are terminated prior thereto. If any nominee becomes unavailable for election, which is not expected, the persons named
in the accompanying proxy intend to vote for any substitute whom the Board nominates.
Name
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Age
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Other positions with Company; other directorships held In last five years
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Has served as Company director since
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Handong Cheng
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49
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Chairman of the Board, Chief Executive Officer and President
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September 2007
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George Kai Chu
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44
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Director
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June 2015
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Pau Chung Ho
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61
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Independent Non-Executive Director
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August 2019
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Zhiqing Chen
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47
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Independent Non-Executive Director
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November 2009
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Chang Qiu
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56
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Independent Non-Executive Director
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December 2014
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The business experience
during the last five years of each of these individuals is as follows:
Handong Cheng, Chairman
of the Board, Chief Executive Officer and President. Mr. Cheng has served as Chief Executive Officer of ChinaNet since
September 2007. Prior to that role, from October 2003 to September 2007, Mr. Cheng acted as President of ChinaNet Online Advertising
Limited. Mr. Cheng holds an EMBA degree from Guanghua School of Management at the Peking University, and a degree in economic law
from the College of Law of Wuhan University.
George Kai Chu,
Director. Mr. Chu had been our Chief Operating Officer and Secretary from May 2010 to
August 2020. From December 2007 to May 2010, Mr. Chu served as the Special Executive to the Chairman of Dachan Food (Asia) Ltd.
in Beijing and also served at Dachan Food as the Head of the Beijing and Hebei Operations. From June 2007 to December 2007, Mr.
Chu acted as Senior Business Advisor to the Chinese Aviation and Space Industry Development Association (CASIDA) in Taipei. From
January 2005 to June 2007, Mr. Chu served as a Senior Vice President at the Royal Bank of Canada Financial Group, Asset Management
in Vancouver, Toronto and New York. Mr. Chu has a joint major bachelor’s degree in accounting and management information
systems from Simon Fraser University, an MBA degree from Harvard University and an EMBA degree from Guanghua School of Management
at the Peking University.
Pau Chung Ho, Director. Mr.
Pau was appointed as an independent director of our company on August 5, 2019. Mr. Pau has served as the General Manager of The
Regal Riverfront Hotel Jiangmen from April 2018 to date. From February 2014 to June 2017, he served as the General Manager of The
Holiday Inn Resort Chaohu, and from September 2011 to February 2014, Mr. Pau served as the General Manager of The Regal Poly Guiyang
Hotel. Mr. Pau holds a Bachelors of Arts in Hospitality Management from the University of Birmingham, United Kingdom.
Zhiqing Chen, Director.
Mr. Chen has been a partner at Chen & Partners Law Firm since July 2010. From January 2002 to June 2010, Mr. Chen was a partner
at Jin Mao P.R.C. Lawyers in Shanghai, a law firm specializing in corporate law, including foreign investments and mergers and
acquisitions. Mr. Chen’s clients include local PRC enterprises as well as international corporations. Prior to joining the
Company, Mr. Chen served as a non-management director for Shanghai Fumai Investment Management Co., Ltd., Shanghai Zhijinwu Investment
Management Co., Ltd, and Shanghai Merciful Groups Co., Ltd. Mr. Chen received a bachelor’s degree in international law from
East China University and an EMBA degree from Guanghua School of Management at the Peking University.
Chang Qiu, Director.
Mr. Qiu has served as a Principal of Sansar Capital Management since 2007. From 2001 through 2007, Mr. Qiu served as the Founder,
Managing Director and Senior Equity Analyst of Forun Technologies. Prior to that, Mr. Qiu worked at IBM and other organizations
in business and research functions. Mr. Qiu received an MBA degree from Columbia Business School, a Ph.D. degree from Colorado
School of Mines, and a bachelor’s degree from Wuhan University, China.
The business experience
during at least the last five years of the Company’s executive officers not included above is as follows:
Mark Li, Chief Financial
Officer, Treasurer and Secretary. Mr. Li was appointed as our Chief Financial Officer and Treasurer on July 8, 2019 and as
our Secretary on August 7, 2020. Mr. Li has twenty years of experience working in financial roles. Prior to joining the Company,
Mr. Li served as Chief Financial Officer for DMG Entertainment & Media, a global entertainment and media company with operations
in North America and Asia. Prior to this role, Mr. Li served as Financial Director at China Digital Culture and in other senior
financial management positions. Mr. Li holds a bachelor’s degree in Economics from Chongqing Institute of Industry Management
and a master’s degree in Finance from Central University of Finance and Economics. Mr. Li is a member of both the China Institute
of Certified Public Accounts (CICPA) and Association of Chartered Certified Accounts (ACCA).
Chi Wa Chiu (“Charles”),
Chief Operating Officer. Mr. Chiu was appointed to serve as our Chief Operating Officer on August 7, 2020. Mr. Chiu has served
as the Corporate Finance Partner of Whale Capitalin Hong Kong since March 2019. Since October 2016, Mr. Chiu has acted as Managing
Partner of Minghing Financial Group in Hong Kong. From April 2012 to September 2016, Mr. Chiu served as Chief Financial Officer
and Treasurer in Wealth Leading Limited in Hong Kong. From August 2009 to April 2012, Mr. Chiu served as Assistant Vice President
in Dah Sing Bank in Hong Kong. Mr. Chiu has a bachelor’s degree in business administration from The Chinese University of
Hong Kong, and is attending an Executive Master of Administration program jointly organized by Tsinghua University and INSEAD Business
School. Mr. Chiu is also a Chartered Financial Analyst, Energy Risk Professional, Certified Management Accountant (Australia),
Member of Institute of Public Accountants (Australia) and Member of Institute of Financial Accountant (United Kingdom).
No director or executive
officer is related to any other director or executive officer.
The Board has determined
that Zhiqing Chen, Chang Qiu and Pau Chung Ho are “independent” under the current independence standards of Rule 5605(a)(2)
of the Marketplace Rules of The NASDAQ Stock Market, LLC and meet the criteria set forth in Rule 10A(m)(3) under the U.S. Securities
Exchange Act of 1934, as amended (the “Exchange Act”).
Board Operations
Board Leadership
Structure
Mr. Handong Cheng holds
the positions of chief executive officer and chairman of the Board of the Company. The Board believes that Mr. Cheng’s services
as both chief executive officer and chairman of the Board is in the best interest of the Company and its shareholders. Mr. Cheng
possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing the Company in the advertising and
media industry and its business and is thus best positioned to develop agendas that ensure that the Board’s time and attention
are focused on the most critical matters relating to the business of the Company. His combined role enables decisive leadership,
ensures clear accountability, and enhances the Company’s ability to communicate its message and strategy clearly and consistently
to the Company’s shareholders, employees and customers.
The Board has not designated
a lead director. Given the limited number of directors comprising the Board, the independent directors call and plan their executive
sessions collaboratively and, between meetings of the Board, communicate with management and one another directly. Under these
circumstances, the directors believe designating a lead director to take on responsibility for functions in which they all currently
participate might detract from rather than enhance performance of their responsibilities as directors.
Director Qualifications
The Company seeks directors
with established strong professional reputations and experience in areas relevant to the strategy and operations of its businesses.
The Company also seeks directors who possess the qualities of integrity and candor, who have strong analytical skills and who are
willing to engage management and each other in a constructive and collaborative fashion, in addition to the ability and commitment
to devote time and energy to service on the Board and its committees. We believe that all of our directors meet the foregoing qualifications.
The Nominating and
Corporate Governance Committee and the Board believe that the leadership skills and other experience of the Board members, as described
below, provide the Company with a range of perspectives and judgment necessary to guide our strategies and monitor their execution.
Handong Cheng. Mr.
Cheng is the founder of the Company and has been serving the franchise and advertising media industries for more than seventeen
years. In 2003, he participated in the establishment of Beijing ChinaNet Online Advertising limited and Business Opportunity Online
(Beijing) Networking Technology Ltd. (www.28.com), an entity engaged in operational, administration and management activities.
Mr. Cheng has contributed to the Board’s strong leadership and vision for the development of the Company.
George Kai Chu.
Mr. Chu had been our Chief Operating Officer and Secretary from May 2010 to August 2020. Mr. Chu has years of experience in
capital markets, financial and business management.
Zhiqing Chen. Mr.
Chen contributes to the Board extensive legal knowledge with respect to foreign investments and mergers and acquisitions. Mr. Chen
also has experience working with PRC enterprises and international corporations.
Pau Chung Ho. Mr.
Pau has extensive experience in operation management, business strategy development and corporate governance.
Chang Qiu. Mr.
Qiu has extensive experience working with PRC enterprises and international corporations. Mr. Qiu contributes to the Board his
knowledge with respect to foreign investments, business strategy and corporate finance.
Meetings of the
Board of Directors
The Board held eight
meetings during 2019. During 2019, no director attended fewer than 75% of the meetings of the Board and Board committees of which
the director was a member.
The Company’s
directors are expected to attend board meetings as frequently as necessary to properly discharge their responsibilities and to
spend the time needed to prepare for each such meeting. The Company’s directors are expected to attend annual meetings of
shareholders, but we do not have a formal policy requiring them to do so. Except Mr. Pau who has served as our director from August
5, 2019, all other directors of ours attended the 2019 annual meeting of stockholders held on June 27, 2019.
Code of Ethics
The Company adopted
a Code of Ethics applicable to its directors, officers and employees on December 21, 2009. The Code of Ethics is designed to deter
wrongdoing and to promote ethical conduct and full, fair, accurate, timely and understandable reports that the Company files or
submits to the Securities and Exchange Commission and others. A printed copy of the Code of Ethics may be obtained free of charge
by writing to us at our headquarters located at No. 9 South Min Zhuang Road, Haidian District, Beijing, PRC 100195 or on our website,
www.chinanet-online.com.
Board Committees
The Board has a standing
audit, compensation, and nominating and corporate governance committee, comprised solely of independent directors. Each committee
has a charter, which is available at the Company’s website, www.chinanet-online.com.
Audit Committee
The Audit Committee,
which is established in accordance with Section 3(a)(58)(A) of the Exchange Act, engages Company’s independent accountants,
reviewing their independence and performance; reviews the Company’s accounting and financial reporting processes and the
integrity of its financial statements; the audits of the Company’s financial statements and the appointment, compensation,
qualifications, independence and performance of the Company’s independent auditors; the Company’s compliance with legal
and regulatory requirements; and the performance of the Company’s internal audit function and internal control over financial
reporting. The Audit Committee held five meetings during 2019.
The members of the
Audit Committee are Chang Qiu, Zhiqing Chen and Pau Chung Ho. The Board has determined that Mr. Qiu is an audit committee financial
expert, as defined in the Exchange Act.
Audit Committee
Report
With respect to the
audit of the Company’s financial statements for the year ended December 31, 2019, the Audit Committee:
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reviewed and discussed the audited financial statements with management;
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discussed with the Company’s independent accountants the matters required to be discussed by the statement on Auditing
Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1, AU section 380), as adopted by the Public Company Accounting
Oversight Board in Rule 3200T; and
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·
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received the written disclosures and the letter from the independent accountant required by applicable requirements of the
Public Company Accounting Oversight Board regarding the independent accountant’s communications with the Audit Committee
concerning independence and has discussed with the independent accountant the independent accountant’s independence.
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Based upon the foregoing
review and discussion, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2019, which was filed on May 27, 2020.
Chang Qiu, Chair
Zhiqing Chen
Pau Chung Ho
Compensation Committee
The Compensation Committee
reviews annually the Company’s corporate goals and objectives relevant to the officers’ compensation, evaluates the
officers’ performance in light of such goals and objectives, determines and approves the officers’ compensation level
based on this evaluation; makes recommendations to the Board regarding approval, disapproval, modification, or termination of existing
or proposed employee benefit plans, makes recommendations to the Board with respect to non-CEO and non-CFO compensation and administers
the Company’s incentive-compensation plans and equity-based plans. The Compensation Committee has the authority to delegate
any of its responsibilities to subcommittees as it may deem appropriate in its sole discretion. The chief executive officer of
the Company may not be present during voting or deliberations of the Compensation Committee with respect to his compensation. The
Company’s executive officers do not play a role in suggesting their own salaries. Neither the Company nor the Compensation
Committee has engaged any compensation consultant who has a role in determining or recommending the amount or form of executive
or director compensation. The Compensation Committee held one meeting during 2019.
The members of the
Compensation Committee are Zhiqing Chen, Chang Qiu and Pau Chung Ho.
Nominating and Corporate
Governance Committee
The Nominating and
Corporate Governance Committee assists the Board in identifying qualified individuals to the Board as its nominees for election
as directors, in determining the composition of the Board, and in assessing the Board’s effectiveness. The Nominating and
Corporate Governance Committee held one meeting during 2019.
The members of the
Nominating and Corporate Governance Committee are Zhiqing Chen, Chang Qiu and Pau Chung Ho.
The Nominating and
Corporate Governance Committee will consider director candidates recommended by security holders. Potential nominees to the Board
are required to have such experience in business or financial matters as would make such nominee an asset to the Board and may,
under certain circumstances, be required to be “independent”, as such term is defined under Rule 5605 of the listing
standards of NASDAQ and applicable SEC regulations. Security holders wishing to submit the name of a person as a potential nominee
to the Board must send the name, address, and a brief (no more than 500 words) biographical description of such potential nominee
to the Nominating and Corporate Governance Committee at the following address: Nominating and Corporate Governance Committee of
the Board of Directors, c/o ChinaNet Online Holdings, Inc., No. 9 South Min Zhuang Road, Haidian District, Beijing, PRC. Potential
director nominees will be evaluated by personal interview, such interview to be conducted by one or more members of the Nominating
and Corporate Governance Committee, and/or any other method the Nominating and Corporate Governance Committee deems appropriate,
which may, but need not, include a questionnaire. The Nominating and Corporate Governance Committee may solicit or receive information
concerning potential nominees from any source it deems appropriate. The Nominating and Corporate Governance Committee need not
engage in an evaluation process unless (i) there is a vacancy on the Board, (ii) a director is not standing for re-election, or
(iii) the Nominating and Corporate Governance Committee does not intend to recommend the nomination of a sitting director for re-election.
A potential director nominee recommended by a security holder will not be evaluated differently from any other potential nominee.
Although it has not done so in the past, the Nominating and Corporate Governance Committee may retain search firms to assist in
identifying suitable director candidates.
The Board does not
have a formal policy on Board candidate qualifications. The Board may consider those factors it deems appropriate in evaluating
director nominees made either by the Board or stockholders, including judgment, skill, strength of character, experience with businesses
and organizations comparable in size or scope to the Company, experience and skill relative to other Board members, and specialized
knowledge or experience. Depending upon the current needs of the Board, certain factors may be weighed more or less heavily. In
considering candidates for the Board, the directors evaluate the entirety of each candidate’s credentials and do not have
any specific minimum qualifications that must be met. “Diversity,” as such, is not a criterion that the Committee considers.
The directors will consider candidates from any reasonable source, including current Board members, stockholders, professional
search firms or other persons. The directors will not evaluate candidates differently based on who has made the recommendation.
Stockholder Communications
Stockholders can mail
communications to the Board, c/o Secretary, ChinaNet Online Holdings, Inc., No. 9 South Min Zhuang Road, Haidian District, Beijing,
PRC, who will forward the correspondence to each addressee.
Section 16(a) Beneficial Ownership
Reporting Compliance
Section 16(a) of the
Securities Exchange Act of 1934 requires Company’s directors and executive officers and any beneficial owner of more than
10% of any class of Company equity security to file reports of ownership and changes in ownership with the Securities and Exchange
Commission and furnish copies of the reports to Company. Based solely on the Company’s review of copies of such forms and
written representations by Company’s executive officers and directors received by it, Company believes that during 2019,
all such reports were filed timely.
Executive Compensation
Our Board of Directors
has not adopted or established a formal policy or procedure for determining the amount of compensation paid to our executive officers.
No pre-established, objective performance goals or metrics have been used by the Board of Directors in determining the compensation
of our executive officers.
Elements of Compensation
Our executive officers
receive a base salary to compensate them for services rendered during the year. In additional to their base salary, we also provide
equity incentives to attract and retain executive talent for the Company’s continued success.
Base Salary and Bonus.
The value of base salary and bonus for each our executive reflects his skill set and the market value of that skill set in the
sole discretion of the Board of Director.
Equity Incentives.
The ChinaNet Online Holdings, Inc. 2015 Equity Incentive Plan (the “2015 Plan”) provides for the granting of distribution
equivalent rights, incentive stock options, non-qualified stock options, performance share awards, performance unit awards, restricted
stock awards, restricted stock unit awards, stock appreciation rights, tandem stock appreciation rights, unrestricted stock awards
or any combination of the foregoing, as may be best suited to the circumstances of the particular employee, director or consultant
as provided therein (the “Awards”). Certain Awards are intended to qualify as “incentive stock options”
within the meaning of the Internal Revenue Code (the “Code”). The 2015 Plan was approved by our stockholders on June
25, 2015.
Retirement Benefits.
Our executive officers are not presently entitled to company-sponsored retirement benefits.
Perquisites. We have
not provided our executive officers with any material perquisites and other personal benefits and, therefore, we do not view perquisites
as a significant or necessary element of our executive’s compensation.
Deferred Compensation.
We do not provide our executives the opportunity to defer receipt of annual compensation.
Summary Compensation
Table
The following table
sets forth information regarding compensation of the named executive officers for each of the two fiscal years in the period ended
December 31,2019.
SUMMARY COMPENSATION OF NAMED EXECUTIVE
OFFICERS
Name and Principal Position
|
|
Year
|
|
Salary
($)
|
|
Stock
Awards
($)
|
|
Option
Awards
($)
|
|
Total
|
Handong Cheng (Principal Executive Officer)
|
|
2019
|
|
7,347
|
|
-
|
|
-
|
|
7,347
|
|
|
2018
|
|
30,347
|
|
-
|
|
-
|
|
30,347
|
Mark Li (Principal Financial Officer and Secretary) (1)(2)
|
|
2019
|
|
35,697
|
|
-
|
|
-
|
|
35,697
|
|
|
2018
|
|
-
|
|
-
|
|
-
|
|
-
|
Chi Wa Chiu (Chief Operating Officer) (2)
|
|
2019
|
|
-
|
|
-
|
|
-
|
|
-
|
|
|
2018
|
|
-
|
|
-
|
|
-
|
|
-
|
Zhige Zhang (Former Chief Financial Officer) (1)
|
|
2019
|
|
8,176
|
|
-
|
|
-
|
|
8,176
|
|
|
2018
|
|
17,545
|
|
-
|
|
-
|
|
17,545
|
George Kai Chu (Former Chief Operating Officer and Secretary) (2)
|
|
2019
|
|
6,045
|
|
-
|
|
-
|
|
6,045
|
|
|
2018
|
|
27,053
|
|
-
|
|
-
|
|
27,053
|
(1) On July 8, 2019,
Zhige Zhang resigned as our Chief Financial Officer. On that same date, Mark Li was appointed as our new Chief Financial Officer.
(2) On August 7, 2020,
George Kai Chu resigned as our Chief Operating Officer and Secretary. On that same date, Chi Wa Chiu was appointed as our new Chief
Operating Officer and Mark Li was appointed as our new Secretary.
Our executive officers
are reimbursed by us for any out-of-pocket expenses incurred in connection with activities conducted on our behalf. There is no
limit on the amount of these out-of-pocket expenses and there will be no review of the reasonableness of such expenses by anyone
other than our Board, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such reimbursement
is challenged.
Employment Agreements
We enter into a standard
employment contract with our executive officers for a set period of years. According to the contracts, these executive officers
will devote substantially all of his/her time to the service of our company and may not compete directly or indirectly with us.
These executive officers also agreed that in the event that his/her employment with us is terminated, for a period of two year
following the date of his/her termination of employment, he/she will not contact, for any commercial purpose, or provide to a third
party, information about clients or entities with which we were acquainted during the term of his employment with us. Subject to
certain exceptions, either party may terminate the employment agreement upon 30 days prior written notice.
The Company does not
have change-in-control agreements with any of its directors or executive officers, and the Company is not obligated to pay severance
or other enhanced benefits to executive officers upon termination of their employment.
OUTSTANDING EQUITY AWARDS AT FISCAL
2019 YEAR END
OPTION AWARDS
|
|
STOCK AWARDS
|
Name
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable
|
|
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
|
|
Equity
Incentive Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
|
|
Option
Exercise
Price ($)
|
|
Option
Expiration
Date
|
|
Number of
Shares or
Units of
Stock
That
Have
Not
Vested (#)
|
|
Market
Value of
Shares or
Units of
Stock
That
Have
Not
Vested ($)
|
|
Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested (#)
|
|
Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested ($)
|
Handong Cheng (Chief Executive Officer)
|
|
|
23,936
|
|
|
|
–
|
|
|
|
–
|
|
|
|
3.00
|
|
|
November 29, 2021
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
99,400
|
|
|
|
–
|
|
|
|
–
|
|
|
|
2.10
|
|
|
September 14, 2020
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark Li (Chief Financial Officer and Secretary)
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chi Wa Chiu (Chief Operating Officer)
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zhige Zhang (Former Chief Financial Officer)
|
|
|
6,600
|
|
|
|
–
|
|
|
|
–
|
|
|
|
3.00
|
|
|
November 29, 2021
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
George Kai Chu (Former Chief Operating Officer and Secretary)
|
|
|
3,096
|
|
|
|
–
|
|
|
|
–
|
|
|
|
3.00
|
|
|
November 29, 2021
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
|
83,240
|
|
|
|
–
|
|
|
|
|
|
|
|
2.10
|
|
|
September 14, 2020
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
|
|
–
|
|
Compensation
of Directors
The following table
sets forth information regarding compensation of each director, other than named executive officers, for fiscal 2019.
FISCAL 2019 DIRECTOR COMPENSATION
Name
|
|
Fees
Earned or Paid
in Cash ($)
|
|
Stock
Awards (1)
($)
|
|
Option
Awards
($)
|
|
Non-Equity
Incentive Plan
Compensation
($)
|
|
Nonqualified
Deferred
Compensation
Earnings ($)
|
|
All Other
Compensation
($)
|
|
Total
($)
|
Zhiqing Chen
|
|
|
6,000
|
|
|
|
-
|
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
6,000
|
|
Mototaka Watanabe *
|
|
|
3,500
|
|
|
|
-
|
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,500
|
|
Chang Qiu
|
|
|
6,000
|
|
|
|
53,100
|
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
59,100
|
|
Pau Chung Ho
|
|
|
14,125
|
|
|
|
-
|
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
14,125
|
|
* On
August 5, 2019, Mototaka Watanabe resigned as a director of our company and as a member of our audit, compensation, and nominating
and corporate governance committees. On that same day, Mr. Pau Chung Ho was appointed to fill the vacancy created from Mr. Watanabe’s
resignation.
(1) The aggregate grant date fair value of the restricted stock
awarded to each named executive officer is computed in accordance with FASB ASC Topic 718.
Certain Relationships and Related
Transactions
It is Company’s
policy to not enter any transaction (other than compensation arrangements in the ordinary course) with any director, executive
officer, employee, or principal stockholder or party related to them, unless authorized by a majority of the directors having no
interest in the transaction, upon a favorable recommendation by the Audit Committee (or a majority of its disinterested members).
THE BOARD OF DIRECTORS
RECOMMENDS A VOTE “FOR” THE ELECTION OF THE BOARD OF DIRECTORS’ NOMINEES.
PLEASE NOTE: If your shares are held
in street name, your broker, bank, custodian, or other nominee holder cannot vote your shares in the election of directors, unless
you direct the holder how to vote, by marking your proxy card.
PROPOSAL 2
RATIFICATION OF THE APPOINTMENT OF
INDEPENDENT ACCOUNTANTS
On September 25, 2019,
we communicated with our former principal independent accountant, Marcum Bernstein & Pinchuk LLP (“MarcumBP”),
regarding the decision to dismiss MarcumBP. On October 7, 2019, the Audit Committee of our Board of Directors made the final formal
decision to approve the dismissal of MarcumBP as our principal independent accountant.
During our two most
recent fiscal years ended December 31, 2017 and 2018, and any subsequent interim period through the date of MarcumBP’s dismissal,
there were no: (1) disagreements between t our company and MarcumBP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements that, if not resolved to MarcumBP’s satisfaction,
would have caused MarcumBP to make reference to the subject matter of the disagreement in connection with its report issued in
connection with the audits of our financial statements, or (2) “reportable events” as described under Item 304(a)(1)(v)(A),
(B) and (D) of Regulation S-K of the rules and regulations of the Securities and Exchange Commission, during the two fiscal years
of our company ended December 31, 2017 and 2018 or in any subsequent period up to the date of dismissal.
MarcumBP’s audit
report on our financial statements for each of the fiscal years ended December 31, 2017 and 2018 did not contain any adverse opinion
or disclaimer of opinion, and such audit report was not qualified or modified as to uncertainty, audit scope or accounting principles,
except that MarcumBP’s report contained an explanatory paragraph regarding our ability to continue as a going concern. The
financial statements for the fiscal years ended December 31, 2017 and 2018 did not include any adjustments that might have resulted
from the outcome of this uncertainty.
On October 7, 2019,
we engaged Centurion ZD CPA & Co. (“CZD”) to serve as our independent auditor. The decision to engage CZD as our
principal independent accountant was approved by the Audit Committee of our company on October 7, 2019. During the fiscal years
ended December 31, 2017 and 2018, and through the date of CZD’s engagement, we did not consult CZD regarding either: (i)
the application of accounting principles to a specified transaction (either completed or proposed), or the type of audit opinion
that might be rendered on our financial statements; or (ii) any matter that was either the subject of a “disagreement”
or “reportable event” within the meaning set forth in Regulation S-K, Item 304 (a)(1)(iv) or (a)(1)(v).
The Audit Committee
has appointed Centurion ZD CPA & Co. as independent accountants for fiscal 2020. Representatives of Centurion ZD CPA &
Co. are expected to be present at the Annual Meeting to respond to appropriate questions and will have an opportunity to make a
statement, if they so desire.
In the event the stockholders
fail to ratify the selection of Centurion ZD CPA & Co., the Audit Committee will reconsider whether to retain the firm. Even
if the selection is ratified, the Audit Committee and the Board, in their discretion, may direct the appointment of a different
independent accounting firm at any time during the year if they determine that such a change would be in the best interests of
the Company and its stockholders.
Services and Fees of Independent Accountants
The following table
sets forth the aggregate fees billed to us by categories specified below in connection with certain professional services rendered
by Centurion ZD CPA & Co. (“CZD”) our independent registered public accounting firm, whom we engaged on October
7, 2019 and by Marcum Bernstein & Pinchuk LLP (“MarcumBP”) our former independent registered public accounting
firm, we dismissed on the same date as we engaged CZD.
Fees
|
|
2019
|
|
2018
|
Audit Fees
|
|
$
|
231,800
|
|
|
$
|
244,070
|
|
Audit Related Fees
|
|
|
–
|
|
|
|
–
|
|
Tax Fees
|
|
|
–
|
|
|
|
–
|
|
All Other Fees
|
|
|
25,750
|
|
|
|
12,360
|
|
Total
|
|
$
|
257,550
|
*
|
|
$
|
256,430
|
|
* including approximately US$0.17 million fees billed by CZD
and US$0.09 million fees billed by MarcumBP, respectively.
Audit Fees
This category includes
aggregate fees billed by our independent auditors for the audit of our annual financial statements, review of financial statements
included in our quarterly reports on Form 10-Q and services that are normally provided by the auditor in connection with statutory
and regulatory filings for those fiscal years.
Audit-Related Fees
This category consists
of services by our independent auditors that, including accounting consultations on transaction related matters, are reasonably
related to the performance of the audit or review of our financial statements and are not reported above under Audit Fees.
Tax Fees
This category consists
of professional services rendered for tax compliance and preparation of our corporate tax returns and other tax advice.
All Other Fees
This category consists
of professional services rendered for products and services provided, other than the services reported above under Audit Fees,
Audit- Related Fees and Tax Fees.
Pre-Approval of Services
The Audit Committee
must pre-approve all audit, review, attest and permissible non-audit services (including any permissible internal control-related
services) to be provided to the company or its subsidiaries by the independent auditors. The Audit Committee may establish pre-approval
policies and procedures in compliance with applicable SEC rules. All services described under the caption Services and Fees of
Independent Accountants were pre-approved.
THE BOARD OF DIRECTORS RECOMMENDS THAT
YOU VOTE “FOR” RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT ACCOUNTANTS.
PROPOSAL 3
APPROVAL OF CORPORATE NAME CHANGE
On August 11, 2020,
the Board unanimously approved an amendment to our restated articles of incorporation, as amended, to change our corporate name
from “ChinaNet Online Holdings, Inc.” to “ZW Data Action Technologies Inc.” The Board believes it is in
the Company’s and our stockholders best interests to effect the name change and recommends to our stockholders the approval
and adoption of the name change amendment.
Reason for the Amendment
The change in our corporate
name is deemed necessary to more accurately reflect the Company’s current business activities. While we primarily operate
a one-stop services for our clients on our Omni-channel advertising, precision marketing and data analysis system, we have been
developing blockchain technology, exploring new business opportunities in healthcare industry advertising, and facilitating the
integration of data analytics with artificial intelligence. The Board believes that it is in the Company’s and our stockholders’
best interests to change our corporate name to “ZW Data Action Technologies Inc.” to better communicate to the public
the current and future nature of the Company’s business operations.
Effects of the Amendment
The Board has adopted
resolutions setting forth the proposed amendment in the form of an amendment to Article One of our restated certificate of incorporation,
as amended, and recommends that the stockholders approve (and vote “FOR”) such amendment. The resolutions also provide
that the amendment be submitted to the stockholders entitled to vote thereon for consideration at the Annual Meeting in accordance
with the Nevada Revised Statutes. The following is the text of the proposed amendment to Article One of our restated certificate
of incorporation, as amended:
“The name of
the Corporation is ZW Data Action Technologies Inc.”
If approved, the amendment
to our restated articles of incorporation, as amended, will become effective upon the filing of the amendment with the Secretary
of State of the State of Nevada, which will occur as soon as reasonably practicable following the Annual Meeting.
If the name change
amendment becomes effective, the rights of stockholders holding certificated shares under currently outstanding stock certificates
and the number of shares represented by those certificates will remain unchanged. The name change will not affect the validity
or transferability of any currently outstanding stock certificates nor will it be necessary for stockholders with certificated
shares to surrender or exchange any stock certificates they currently hold as a result of the name change. Any new stock certificates
that are issued after the name change becomes effective will bear the name “ZW Data Action Technologies Inc.”
If the name change
amendment is not approved by the stockholders, the proposed amendment to our restated certificate of incorporation, as amended,
will not be made and the Company’s name will remain unchanged.
THE BOARD OF DIRECTORS RECOMMENDS THAT
YOU VOTE “FOR” APPROVAL OF CORPORATE NAME CHANGE.
PLEASE NOTE: If your shares are held in street name, your
broker, bank, custodian, or other nominee holder cannot vote your shares on this proposal, unless you direct the holder how to
vote, by marking your proxy card or by following the instructions on the proxy card to vote.
PROPOSAL 4
RATIFICATION OF THE COMPANY’S 2020
OMNIBUS EQUITY INCENTIVE PLAN
The Company is seeking
approval of the stockholders to adopt the Company’s 2020 Omnibus Equity Incentive Plan (the “2020 Plan”). The
purpose of the 2020 Plan is to assist the Company to attract, retain and provide incentives to employees and directors of, and
consultants and advisers to, the Company and its subsidiaries. If the 2020 Plan is approved, awards under the 2020 Plan will be
limited in the aggregate to Five Million (5,000,000) shares of our common stock.
Equity Compensation Plan Information
As of the date of this
proxy statement, the number of shares of the Company’s common stock available for issuance under the Company’s 2015
Equity Incentive Plan (the “2015 Plan”) is 0 shares.
The total number shares
of common stock under the 2015 Plan, including shares originally authorized by equity holders and shares remaining for future issuance
as of December 31, 2019, is as follows:
Plan category
|
|
Number of securities
to be issued upon
exercise of
outstanding options,
warrants and rights
(a)
|
|
Weighted-average
exercise price of
outstanding
options, warrants
and rights
(b)
|
|
Number of securities
remaining available
for future issuance
under equity
compensation plans
(excluding securities
reflected in column
(a))
(c)
|
Equity compensation plans approved by security holders
|
|
|
755,216
|
|
|
|
2.43
|
|
|
|
0
|
|
Equity compensation plans not approved by security holders
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
|
755,216
|
|
|
|
2.43
|
|
|
|
0
|
|
General
The following summary
of the 2020 Plan is qualified in its entirety by reference to the complete text of the 2020 Plan, a copy of which is attached to
this proxy statement as Appendix A. Capitalized terms used and not otherwise defined in this section discussing the
adoption of the 2020 Plan shall have the meanings given to them in the 2020 Plan.
Our Board of Directors
has adopted and approved the 2020 Plan, subject to the effectiveness of stockholder approval. Upon shareholders’ approval,
the 2020 Plan will become effective on October 12, 2020 and is a comprehensive incentive compensation plan under which we can grant
equity-based and other incentive awards to officers, employees and directors of, and consultants and advisers to, the Company.
The purpose of the 2020 Plan is to help us attract, motivate and retain such persons and thereby enhance shareholder value.
Administration.
Upon effectiveness,
the 2020 Plan will be administered by a Committee of the Board of Directors (the “Plan Committee”) consisting of two
or more persons who will each be (i) “non-employee directors” within the meaning of Rule 16b-3 of the Exchange Act,
and (ii) “independent” for purposes of any applicable listing requirements. If a member of the Plan Committee is eligible
to receive an award under the 2020 Plan, such Plan Committee member shall have no authority hereunder with respect to his or her
own award. Among other things, the Plan Committee has complete discretion, subject to the terms of the 2020 Plan, to determine
the employees, directors and consultants to be granted awards under the 2020 Plan, the type of awards to be granted, the number
of shares subject to each award, the exercise price under each option and the base price for each stock appreciation right (“SAR”),
the term of each award, the vesting schedule for an award, whether to accelerate vesting, the value of the shares underlying the
award, and the required withholdings, if any. The Plan Committee is also authorized to construe the award agreements, and may prescribe
rules relating to the 2020 Plan. Except to the extent (i) approved in advance by holders of a majority of the shares of the
Company entitled to vote generally in the election of directors, or (ii) as a result of any Change of Control or any adjustment
as provided in the 2020 Plan, the Plan Committee shall not have the power or authority to reduce, whether through amendment or
otherwise, the exercise price under any outstanding Option or Stock Appreciation Right, or to grant any new Award or make any payment
of cash in substitution for or upon the cancellation of Options and/or Stock Appreciation Rights previously granted.
Grant of Awards; Shares Available for
Awards.
The 2020 Plan provides
for the grant of awards which are incentive stock options (“ISOs”), non-qualified stock options (“NQSOs”),
unrestricted stock, restricted stock, restricted stock units, performance stock, performance units, SARs, tandem stock appreciation
rights or any combination of the foregoing, to key management employees, directors, and consultants of the Company or any of its
subsidiaries (each a “participant”). We have reserved a total of 5,000,000 shares for issuance as or under awards to
be made under the 2020 Plan. To the extent that an award lapses, expires, is canceled, is terminated unexercised or ceases to be
exercisable for any reason, or the rights of its holder terminate, any shares subject to such award shall again be available for
the grant of a new award. The 2020 Plan shall continue in effect, unless sooner terminated, until the tenth (10th) anniversary
of the date on which it is adopted by the Board of Directors (except as to awards outstanding on that date). The Board of Directors
in its discretion may terminate the 2020 Plan at any time with respect to any shares for which awards have not theretofore been
granted; provided, however, that the 2020 Plan’s termination shall not materially and adversely impair the rights of a holder,
without the consent of the holder, with respect to any award previously granted. The number of shares for which awards which are
options or SARs may be granted to a participant under the 2020 Plan during any calendar year is limited to 1,000,000.
Options.
The term of each stock
option shall be as specified in the option agreement; provided, however, that except for stock options which are ISOs, granted
to an employee who owns or is deemed to own (by reason of the attribution rules applicable under Code Section 424(d)) more than
10% of the total combined voting power of all classes of shares of the Company or of any parent corporation or subsidiary corporation
thereof (both as defined in Section 424 of the Code), within the meaning of Section 422(b)(6) of the Code (a “ten percent
shareholder”), no option shall be exercisable after the expiration of ten (10) years from the date of its grant (five (5)
years for an employee who is a ten percent shareholder).
The price at which
a share may be purchased upon exercise of a stock option shall be determined by the Plan Committee; provided, however, that such
option price (i) shall not be less than the fair market value of a share on the date such stock option is granted, and (ii) shall
be subject to adjustment as provided in the 2020 Plan. The Plan Committee or the Board of Directors shall determine the time or
times at which, or the circumstances under which, a stock option may be exercised in whole or in part, the time or times at which
options shall cease to be or become exercisable following termination of the stock option holder’s employment or upon other
conditions, the methods by which such exercise price may be paid or deemed to be paid, the form of such payment, and the methods
by or forms in which shares will be delivered or deemed to be delivered to participants who exercise stock options.
Options which are ISOs
shall comply in all respects with Section 422 of the Code. In the case of an ISO granted to a ten percent shareholder, the per
share exercise price under such ISO (to the extent required by the Code at the time of grant) shall be no less than 110% of the
fair market value of a share on the date such ISO is granted. ISOs may only be granted to employees of the Company. In addition,
the aggregate fair market value of the shares subject to an ISO (determined at the time of grant) which are exercisable for the
first time by an employee during any calendar year under all plans of the Company which provide for the grant of ISOs may not exceed
$100,000. Any Option which specifies that it is not intended to qualify as an ISO or any Option that fails to meet the ISO requirements
at any point in time will automatically be treated as a NQSO under the terms of the 2020 Plan.
Unrestricted Stock Awards.
Pursuant to the terms
of the applicable unrestricted stock award agreement, an unrestricted stock award is the award or sale of shares to employees,
directors or consultants, which are not subject to transfer restrictions in consideration for past services rendered to the Company
or for other valid consideration.
Restricted Stock Awards.
A restricted stock
award is a grant or sale of shares of Common Stock to the holder, subject to such restrictions on transferability, risk of forfeiture
and other restrictions, if any, as the Plan Committee or the Board of Directors may impose, which restrictions may lapse separately
or in combination at such times, under such circumstances (including based on achievement of performance goals and/or future service
requirements), in such installments or otherwise, as the Plan Committee or the Board of Directors may determine at the date of
grant or purchase or thereafter. If provided for under the restricted stock award agreement, a participant who is granted or has
purchased restricted stock shall have all of the rights of a shareholder, including the right to vote the restricted stock and
the right to receive dividends thereon (subject to any mandatory reinvestment or other requirement imposed by the Plan Committee
or the Board of Directors or in the award agreement). During the restricted period applicable to the restricted stock, subject
to certain exceptions, the restricted stock may not be sold, transferred, pledged, exchanged, hypothecated, or otherwise disposed
of by the participant.
Restricted Stock Unit Awards.
A restricted stock
unit award provides for a grant of shares of Common Stock or a cash payment to be made to the holder upon the satisfaction of predetermined
individual service-related vesting requirements, based on the number of units awarded to the holder. The Plan Committee shall set
forth in the applicable restricted stock unit award agreement the individual service-based vesting requirements which the holder
would be required to satisfy before the holder would become entitled to payment and the number of units awarded to the holder.
At the time of such award, the Plan Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions.
The holder of a restricted stock unit shall be entitled to receive a cash payment equal to the fair market value of a share, as
determined in the sole discretion of the 2020 Plan Committee and as set forth in the restricted stock unit award agreement, for
each restricted stock unit subject to such restricted stock unit award, if and to the extent the holder satisfies the applicable
vesting requirements. Such payment or distribution shall be made no later than by the fifteenth (15th) day of the third (3rd) calendar
month next following the end of the calendar year in which the restricted stock unit first becomes vested, unless otherwise structured
to comply with Code Section 409A.
Performance Stock Awards.
A performance stock
award provides for the distribution of shares (or cash equal to the fair market value of shares) to the holder upon the satisfaction
of predetermined individual and/or Company goals or objectives. The Plan Committee shall set forth in the applicable performance
stock award agreement the performance goals and objectives (and the period of time to which such goals and objectives shall apply)
which the holder and/or Company would be required to satisfy before the holder would become entitled to the receipt of shares (or
cash equal to the fair market value of shares) pursuant to such holder’s performance stock award and the number of shares
of shares subject to such performance stock award. The vesting restrictions under any performance stock award shall constitute
a “substantial risk of forfeiture” under Section 409A of the Code and, if such goals and objectives are achieved, the
distribution of such shares shall be made no later than by the fifteenth (15th) day of the third (3rd) calendar month next following
the end of our fiscal year to which such goals and objectives relate, unless otherwise structured to comply with Code Section 409A.
At the time of such award, the Plan Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions.
The holder of a performance stock award shall have no rights as a shareholder until such time, if any, as the holder actually receives
shares pursuant to the performance stock award.
Performance Unit Awards.
A performance unit
award provides for a cash payment to be made to the holder upon the satisfaction of predetermined individual and/or Company (or
affiliate) performance goals or objectives based on selected performance criteria, based on the number of units awarded to the
holder. The Plan Committee shall set forth in the applicable performance unit award agreement the performance goals and objectives
(and the period of time to which such goals and objectives shall apply) which the holder and/or Company would be required to satisfy
before the holder would become entitled to payment, the number of units awarded to the holder and the dollar value assigned to
each such unit. At the time of such award, the Plan Committee may, in its sole discretion, prescribe additional terms and conditions
or restrictions. The holder of a performance unit shall be entitled to receive a cash payment equal to the dollar value assigned
to such unit under the applicable performance unit award agreement if the holder and/or the Company satisfies (or partially satisfies,
if applicable under the applicable performance unit award agreement) the performance goals and objectives set forth in such performance
unit award agreement. If achieved, such payment shall be made no later than by the fifteenth (15th) day of the third (3rd) calendar
month next following the end of the Company’s fiscal year to which such performance goals and objectives relate, unless otherwise
structured to comply with Code Section 409A.
Stock Appreciation Rights.
A SAR provides the
participant to whom it is granted the right to receive, upon its exercise, cash or shares of Common Stock equal to the excess of
(A) the fair market value of the number of shares subject to the SAR on the date of exercise, over (B) the product of the number
of shares subject to the SAR multiplied by the base value for the SAR, as determined by the Plan Committee or the Board of Directors.
The Plan Committee shall set forth in the applicable SAR award agreement the terms and conditions of the SAR, including the base
value for the SAR (which shall not be less than the fair market value of a share on the date of grant), the number of shares subject
to the SAR and the period during which the SAR may be exercised and any other special rules and/or requirements which the Plan
Committee imposes on the SAR. No SAR shall be exercisable after the expiration of ten (10) years from the date of grant. A tandem
SAR is a SAR granted in connection with a related option, the exercise of some or all of which results in termination of the entitlement
to purchase some or all of the shares under the related option. If the Plan Committee grants a SAR which is intended to be a tandem
SAR, the tandem SAR shall be granted at the same time as the related option and additional restrictions apply.
Recapitalization or Reorganization.
Subject to certain
restrictions, the 2020 Plan provides for the adjustment of shares underlying awards previously granted if, and whenever, prior
to the expiration or distribution to the holder of shares underlying an award theretofore granted, the Company shall effect a subdivision
or consolidation of our Common Stock or the payment of a stock dividend on Common Stock without receipt of consideration by the
Company. If the Company recapitalizes or otherwise changes its capital structure, thereafter upon any exercise or satisfaction,
as applicable, of a previously granted award, the holder shall be entitled to receive (or entitled to purchase, if applicable)
under such award, in lieu of the number of shares then covered by such award, the number and class of shares and securities to
which the holder would have been entitled pursuant to the terms of the recapitalization if, immediately prior to such recapitalization,
the holder had been the holder of record of the number of shares then covered by such award. The 2020 Plan also provides for the
adjustment of shares underlying awards previously granted in the event of changes to the outstanding shares by reason of an extraordinary
cash dividend, reorganization, merger, consolidation, combination, split-up, spin-off, exchange or other relevant change in capitalization
occurring after the date of the grant of any award, subject to certain restrictions.
Amendment and Termination.
The 2020 Plan shall
continue in effect, unless sooner terminated pursuant to its terms, until the tenth (10th) anniversary of the date on which it
became effective (except as to awards outstanding on that date). The Board of Directors may terminate the 2020 Plan at any time
with respect to any shares for which awards have not theretofore been granted; provided, however, that the 2020 Plan’s termination
shall not materially and adversely impair the rights of a holder with respect to any award theretofore granted without the consent
of the holder. The Board of Directors shall have the right to alter or amend the 2020 Plan or any part thereof from time to time;
provided, however, that without the approval by a majority of the votes cast at a meeting of our shareholders at which a quorum
representing a majority of our shares entitled to vote generally in the election of directors is present in person or by proxy,
no amendment or modification of the 2020 Plan may (i) materially increase the benefits accruing to holders, (ii) except as otherwise
expressly provided in the 2020 Plan, materially increase the number of shares subject to the 2020 Plan or the individual award
agreements, (iii) materially modify the requirements for participation, or (iv) amend, modify or suspend certain re-pricing prohibitions
or amendment and termination provisions as specified therein. In addition, no change in any award theretofore granted may be made
which would materially and adversely impair the rights of a holder with respect to such award without the consent of the holder
(unless such change is required to cause the 2020 Plan and/or award to be exempt from or comply with Section 409A of the Code).
As of the effective
date of the 2020 Plan, no awards will have been granted under the 2020 Plan.
Certain U.S. Federal Income Tax Consequences
of the 2020 Plan
The following is a
general summary of certain U.S. federal income tax consequences under current tax law to the Company (to the extent it is subject
to U.S. federal income taxation on its net income) and to participants in the 2020 Plan who are individual citizens or residents
of the United States for federal income tax purposes (“U.S. Participants”) of stock options which are ISOs, or stock
options which are NQSOs, unrestricted stock, restricted stock, restricted stock units, performance stock, performance units and
SARs. This summary does not purport to cover all of the special rules that may apply, including special rules relating to limitations
on our ability to deduct certain compensation, special rules relating to deferred compensation, golden parachutes, U.S. Participants
subject to Section 16(b) of the Exchange Act or the exercise of a stock option with previously-acquired Common Stock. This summary
assumes that U.S. Participants will hold their Common Stock as capital assets within the meaning of Section 1221 of the Code .
In addition, this summary does not address the foreign, state or local or other tax consequences, or any U.S. federal non-income
tax consequences, inherent in the acquisition, ownership, vesting, exercise, termination or disposition of an award under the 2020
Plan, or shares issued pursuant thereto. Participants are urged to consult with their own tax advisors concerning the tax consequences
to them of an award under the 2020 Plan or shares issued thereunder pursuant to the 2020 Plan.
A U.S. Participant
generally does not recognize taxable income upon the grant of a NQSO if structured to be exempt from or comply with Code Section
409A. Upon the exercise of a NQSO, the U.S. Participant generally recognizes ordinary compensation income in an amount equal to
the excess, if any, of the fair market value of the shares acquired on the date of exercise over the exercise price thereof, and
the Company generally will be entitled to a deduction for such amount at that time. If the U.S. Participant later sells shares
acquired pursuant to the exercise of a NQSO, the U.S. Participant recognizes a long-term or short-term capital gain or loss, depending
on the period for which the shares were held. A long-term capital gain is generally subject to more favorable tax treatment than
ordinary income or a short-term capital gain. The deductibility of capital losses is subject to certain limitations.
A U.S. Participant
generally does not recognize taxable income upon the grant or, except for purposes of the U.S. alternative minimum tax (“AMT”)
the exercise, of an ISO. For purposes of the AMT, which is payable to the extent it exceeds the U.S. Participant’s regular
income tax, upon the exercise of an ISO, the excess of the fair market value of the shares subject to the ISO over the exercise
price is a preference item for AMT purposes. If the U.S. Participant disposes of the shares acquired pursuant to the exercise of
an ISO more than two years after the date of grant and more than one year after the transfer of the shares to the U.S. Participant,
the U.S. Participant generally recognizes a long-term capital gain or loss, and the Company will not be entitled to a deduction.
However, if the U.S. Participant disposes of such shares prior to the end of either of the required holding periods, the U.S. Participant
will have ordinary compensation income equal to the excess (if any) of the fair market value of such shares on the date of exercise
(or, if less, the amount realized on the disposition of such shares) over the exercise price paid for such shares, and the Company
generally will be entitled to deduct such amount.
A U.S. Participant
generally does not recognize income upon the grant of a SAR. The U.S. Participant recognizes ordinary compensation income upon
exercise of the SAR equal to the increase in the value of the underlying shares, and the Company generally will be entitled to
a deduction for such amount.
A U.S. Participant
generally does not recognize income on the receipt of a performance stock award, performance unit award, restricted stock unit
award or unrestricted stock award until a cash payment or a distribution of shares is received thereunder. At such time, the U.S.
Participant recognizes ordinary compensation income equal to the excess, if any, of the fair market value of the shares or the
amount of cash received over any amount paid therefor, and the Company generally will be entitled to deduct such amount at such
time.
A U.S. Participant
who receives a restricted stock award generally recognizes ordinary compensation income equal to the excess, if any, of the fair
market value of such shares at the time the restriction lapses over any amount paid for the shares. Alternatively, the U.S. Participant
may make an election under Section 83(b) of the Code to be taxed on the fair market value of such shares at the time of grant.
The Company generally will be entitled to a deduction at the same time and in the same amount as the income that is required to
be included by the U.S. Participant.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
“FOR” THE RATIFICATION OF CHINANET ONLINE HOLDINGS INC. 2020 OMNIBUS EQUITY INCENTIVE PLAN
PLEASE NOTE: If your shares are held in street name, your
broker, bank, custodian, or other nominee holder cannot vote your shares on this proposal, unless you direct the holder how to
vote, by marking your proxy card or by following the instructions on the proxy card to vote.
OTHER INFORMATION
The Company’s
2019 annual report on Form 10-K, excluding exhibits, will be mailed without charge to any stockholder entitled to vote at the meeting,
upon written request to Handong Cheng, Chief Executive Officer, ChinaNet Online Holdings, Inc., No. 9 South Min Zhuang Road, Haidian
District, Beijing, PRC 100195.
Other Matters to Be Presented at the
Annual Meeting
The Company is not
aware any matter to be presented for action at the Annual Meeting, except as discussed in this proxy statement. The persons authorized
by the accompanying form of proxy will vote in their discretion as to any other matter that comes before the Annual Meeting.
Stockholder Proposals for Next Annual
Meeting
Stockholder proposals
intended to be included in the proxy statement for the 2021 annual meeting must be received by Company within a reasonable time
before the Company prints and mails its proxy statement for the 2021 annual meeting, which is anticipated to occur on or about
June 30, 2021.
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By Order of the Board of Directors,
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/s/ Handong Cheng
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Handong Cheng
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Chairman of the Board, Chief Executive Officer and President
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Appendix A
ChinaNet Online Holdings, Inc. 2020 Omnibus
Equity Incentive Plan
CHINANET ONLINE HOLDINGS, INC.
2020 OMNIBUS EQUITY INCENTIVE PLAN
CHINANET ONLINE HOLDINGS, INC.
2020 OMNIBUS EQUITY INCENTIVE PLAN
Article
I
PURPOSE
The purpose of this
ChinaNet Online Holdings, Inc. 2020 Omnibus Equity Incentive Plan (the “Plan”) is to benefit ChinaNet Online
Holdings, Inc., a Nevada corporation (the “Company”) and its stockholders, by assisting the Company and its
subsidiaries to attract, retain and provide incentives to key management employees, directors, and consultants of the Company and
its Affiliates, and to align the interests of such service providers with those of the Company’s stockholders. Accordingly,
the Plan provides for the granting of Non-qualified Stock Options, Incentive Stock Options, Restricted Stock Awards, Restricted
Stock Unit Awards, Stock Appreciation Rights, Performance Stock Awards, Performance Unit Awards, Unrestricted Stock Awards, Distribution
Equivalent Rights or any combination of the foregoing.
Article
II
DEFINITIONS
The following definitions
shall be applicable throughout the Plan unless the context otherwise requires:
2.1
“Affiliate” shall mean any corporation which, with respect to the Company, is a “subsidiary
corporation” within the meaning of Section 424(f) of the Code or other entity in which the Company has a controlling interest
in such entity or another entity which is part of a chain of entities in which the Company or each entity has a controlling interest
in another entity in the unbroken chain of entities ending with the applicable entity.
2.2
“Award” shall mean, individually or collectively, any Option, Restricted Stock Award, Restricted
Stock Unit Award, Performance Stock Award, Performance Unit Award, Stock Appreciation Right, Distribution Equivalent Right or Unrestricted
Stock Award.
2.3
“Award Agreement” shall mean a written agreement between the Company and the Holder with respect
to an Award, setting forth the terms and conditions of the Award, as amended.
2.4
“Board” shall mean the Board of Directors of the Company.
2.5
“Base Value” shall have the meaning given to such term in Section 14.2.
2.6
“Cause” shall mean (i) if the Holder is a party to an employment or service agreement with
the Company or an Affiliate which agreement defines “Cause” (or a similar term), “Cause” shall have
the same meaning as provided for in such agreement, or (ii) for a Holder who is not a party to such an agreement, “Cause”
shall mean termination by the Company or an Affiliate of the employment (or other service relationship) of the Holder by reason
of the Holder’s (A) intentional failure to perform reasonably assigned duties, (B) dishonesty or willful misconduct in the
performance of the Holder’s duties, (C) involvement in a transaction which is materially adverse to the Company or an Affiliate,
(D) breach of fiduciary duty involving personal profit, (E) willful violation of any law, rule, regulation or court order (other
than misdemeanor traffic violations and misdemeanors not involving misuse or misappropriation of money or property), (F) commission
of an act of fraud or intentional misappropriation or conversion of any asset or opportunity of the Company or an Affiliate, or
(G) material breach of any provision of the Plan or the Holder’s Award Agreement or any other written agreement between the
Holder and the Company or an Affiliate, in each case as determined in good faith by the Board, the determination of which shall
be final, conclusive and binding on all parties.
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2.7
“Change of Control” shall mean: (i) for a Holder who is a party to an employment or consulting
agreement with the Company or an Affiliate which agreement defines “Change of Control” (or a similar term), “Change
of Control” shall have the same meaning as provided for in such agreement, or (ii) for a Holder who is not a party to
such an agreement, “Change of Control” shall mean the satisfaction of any one or more of the following conditions
(and the “Change of Control” shall be deemed to have occurred as of the first day that any one or more of the following
conditions shall have been satisfied):
(a)
Any person (as such term is used in paragraphs 13(d) and 14(d)(2) of the Exchange Act, hereinafter in this definition,
“Person”), other than the Company or an Affiliate or an employee benefit plan of the Company or an Affiliate,
becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company
representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities;
(b)
The closing of a merger, consolidation or other business combination (a “Business Combination”)
other than a Business Combination in which holders of the Shares immediately prior to the Business Combination have substantially
the same proportionate ownership of the common stock or ordinary shares, as applicable, of the surviving corporation immediately
after the Business Combination as immediately before;
(c)
The closing of an agreement for the sale or disposition of all or substantially all of the Company’s assets
to any entity that is not an Affiliate;
(d)
The approval by the holders of shares of Shares of a plan of complete liquidation of the Company, other than a merger
of the Company into any subsidiary or a liquidation as a result of which persons who were stockholders of the Company immediately
prior to such liquidation have substantially the same proportionate ownership of shares of common stock or ordinary shares, as
applicable, of the surviving corporation immediately after such liquidation as immediately before; or
ChinaNet Online Holdings, Inc. 2020 Omnibus Equity Incentive Plan
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(e)
Within any twenty-four (24) month period, the Incumbent Directors shall cease to constitute at least a majority
of the Board or the board of directors of any successor to the Company; provided, however, that any director elected
to the Board, or nominated for election, by a majority of the Incumbent Directors then still in office, shall be deemed to be an
Incumbent Director for purposes of this paragraph (e), but excluding, for this purpose, any such individual whose initial assumption
of office occurs as a result of either an actual or threatened election contest with respect to the election or removal of directors
or other actual or threatened solicitation of proxies or consents by or on behalf of an individual, entity or “group”
other than the Board (including, but not limited to, any such assumption that results from paragraphs (a), (b), (c), or (d) of
this definition).
2.8
“Code” shall mean the United States of America Internal Revenue Code of 1986, as amended. Reference
in the Plan to any section of the Code shall be deemed to include any amendments or successor provisions to any section and any
regulation under such section.
2.9
“Committee” shall mean a committee comprised of two (2) or more members of the Board who are selected
by the Board as provided in Section 4.1.
2.10
“Company” shall have the meaning given to such term in the introductory paragraph, including
any successor thereto.
2.11
“Consultant” shall mean any non-Employee (individual or entity) advisor to the Company or an Affiliate
who or which has contracted directly with the Company or an Affiliate to render bona fide consulting or advisory services thereto.
2.12
“Director” shall mean a member of the Board or a member of the board of directors of an Affiliate,
in either case, who is not an Employee.
2.13
“Distribution Equivalent Right” shall mean an Award granted under Article XIII of the Plan which
entitles the Holder to receive bookkeeping credits, cash payments and/or Share distributions equal in amount to the distributions
that would have been made to the Holder had the Holder held a specified number of Shares during the period the Holder held the
Distribution Equivalent Right.
2.14
“Distribution Equivalent Right Award Agreement” shall mean a written agreement between the Company
and a Holder with respect to a Distribution Equivalent Right Award.
2.15
“Effective Date” shall mean October 12, 2020.
2.16
“Employee” shall mean any employee, including any officer, of the Company or an Affiliate.
2.17
“Exchange Act” shall mean the United States of America Securities Exchange Act of 1934, as amended.
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2.18
“Fair Market Value” shall mean, as of any specified date, the closing sales price of the Shares
for such date (or, in the event that the Shares are not traded on such date, on the immediately preceding trading date) on the
NASDAQ Stock Market (“NASDAQ”), as reported by NASDAQ, or such other domestic or foreign national securities exchange
on which the Shares may be listed. If the Shares are not listed on NASDAQ or on a national securities exchange, but are quoted
on the OTC Bulletin Board or by the National Quotation Bureau, the Fair Market Value of the Shares shall be the mean of the highest
bid and lowest asked prices per Share for such date. If the Shares are not quoted or listed as set forth above, Fair Market Value
shall be determined by the Board in good faith by any fair and reasonable means (which means may be set forth with greater specificity
in the applicable Award Agreement). The Fair Market Value of property other than Shares shall be determined by the Board in good
faith by any fair and reasonable means consistent with the requirements of applicable law.
2.19
“Family Member” of an individual shall mean any child, stepchild, grandchild, parent, stepparent,
spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law,
including adoptive relationships, any person sharing the Holder’s household (other than a tenant or employee of the Holder),
a trust in which such persons have more than fifty percent (50%) of the beneficial interest, a foundation in which such persons
(or the Holder) control the management of assets, and any other entity in which such persons (or the Holder) own more than fifty
percent (50%) of the voting interests.
2.20
“Holder” shall mean an Employee, Director or Consultant who has been granted an Award or any such
individual’s beneficiary, estate or representative, who has acquired such Award in accordance with the terms of the Plan,
as applicable.
2.21
“Incentive Stock Option” shall mean an Option which is intended by the Committee to constitute
an “incentive stock option” and conforms to the applicable provisions of Section 422 of the Code.
2.22
“Incumbent Director” shall mean, with respect to any period of time specified under the Plan for
purposes of determining whether or not a Change of Control has occurred, the individuals who were members of the Board at the beginning
of such period.
2.23
“Non-qualified Stock Option” shall mean an Option which is not an Incentive Stock Option or which
is designated as an Incentive Stock Option but does not meet the applicable requirements of Section 422 of the Code.
2.24
“Option” shall mean an Award granted under Article VII of the Plan of an option to purchase Shares
and shall include both Incentive Stock Options and Non-qualified Stock Options.
2.25
“Option Agreement” shall mean a written agreement between the Company and a Holder with respect
to an Option.
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2.26
“Performance Criteria” shall mean the criteria selected by the Committee for purposes of establishing
the Performance Goal(s) for a Holder for a Performance Period.
2.27
“Performance Goals” shall mean, for a Performance Period, the written goal or goals established
by the Committee for the Performance Period based upon the Performance Criteria, which may be related to the performance of the
Holder, the Company or an Affiliate.
2.28
“Performance Period” shall mean one or more periods of time, which may be of varying and overlapping
durations, selected by the Committee, over which the attainment of the Performance Goals shall be measured for purposes of determining
a Holder’s right to, and the payment of, a Performance Stock Award or a Performance Unit Award.
2.29
“Performance Stock Award” or “Performance Stock” shall mean an Award granted
under Article XII of the Plan under which, upon the satisfaction of predetermined Performance Goals, Shares are paid to the Holder.
2.30
“Performance Stock Agreement” shall mean a written agreement between the Company and a Holder
with respect to a Performance Stock Award.
2.31
“Performance Unit” shall mean a Unit awarded to a Holder pursuant to a Performance Unit Award.
2.32
“Performance Unit Award” shall mean an Award granted under Article XI of the Plan under which,
upon the satisfaction of predetermined Performance Goals, a cash payment shall be made to the Holder, based on the number of Units
awarded to the Holder.
2.33
“Performance Unit Agreement” shall mean a written agreement between the Company and a Holder with
respect to a Performance Unit Award.
2.34
“Plan” shall mean this ChinaNet Online Holdings, Inc. 2020 Omnibus Equity Incentive Plan, as amended
from time to time, together with each of the Award Agreements utilized hereunder.
2.35
“Restricted Stock Award” and “Restricted Stock” shall mean an Award granted
under Article VIII of the Plan of Shares, the transferability of which by the Holder is subject to Restrictions.
2.36
“Restricted Stock Agreement” shall mean a written agreement between the Company and a Holder with
respect to a Restricted Stock Award.
2.37
“Restricted Stock Unit Award” and “RSUs” shall refer to an Award granted under
Article X of the Plan under which, upon the satisfaction of predetermined individual service-related vesting requirements, a cash
payment shall be made to the Holder, based on the number of Units awarded to the Holder.
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2.38
“Restricted Stock Unit Agreement” shall mean a written agreement between the Company and a Holder
with respect to a Restricted Stock Award.
2.39
“Restriction Period” shall mean the period of time for which Shares subject to a Restricted Stock
Award shall be subject to Restrictions, as set forth in the applicable Restricted Stock Agreement.
2.40
“Restrictions” shall mean the forfeiture, transfer and/or other restrictions applicable to Shares
awarded to an Employee, Director or Consultant under the Plan pursuant to a Restricted Stock Award and set forth in a Restricted
Stock Agreement.
2.41
“Rule 16b-3” shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission under
the Exchange Act, as such may be amended from time to time, and any successor rule, regulation or statute fulfilling the same or
a substantially similar function.
2.42
“Shares” or “Stock” shall mean the common stock of the Company, par value $0.001
per share.
2.43
“Stock Appreciation Right” or “SAR” shall mean an Award granted under Article
XIV of the Plan of a right, granted alone or in connection with a related Option, to receive a payment equal to the increase in
value of a specified number of Shares between the date of Award and the date of exercise.
2.44
“Stock Appreciation Right Agreement” shall mean a written agreement between the Company and a
Holder with respect to a Stock Appreciation Right.
2.45
“Tandem Stock Appreciation Right” shall mean a Stock Appreciation Right granted in connection
with a related Option, the exercise of some or all of which results in termination of the entitlement to purchase some or all of
the Shares under the related Option, all as set forth in Article XIV.
2.46
“Ten Percent Stockholder” shall mean an Employee who, at the time an Option is granted to him
or her, owns shares possessing more than ten percent (10%) of the total combined voting power of all classes of shares of the Company
or of any parent corporation or subsidiary corporation thereof (both as defined in Section 424 of the Code), within the meaning
of Section 422(b)(6) of the Code.
2.47
“Termination of Service” shall mean a termination of a Holder’s employment with, or status
as a Director or Consultant of, the Company or an Affiliate, as applicable, for any reason, including, without limitation, Total
and Permanent Disability or death, except as provided in Section 6.4. In the event Termination of Service shall constitute a payment
event with respect to any Award subject to Code Section 409A, Termination of Service shall only be deemed to occur upon a “separation
from service” as such term is defined under Code Section 409A and applicable authorities.
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2.48
“Total and Permanent Disability” of an individual shall mean the inability of such individual
to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be
expected to result in death or which has lasted or can be expected to last for a continuous period of not less than twelve (12)
months, within the meaning of Section 22(e)(3) of the Code.
2.49
“Unit” shall mean a bookkeeping unit, which represents such monetary amount as shall be designated
by the Committee in each Performance Unit Agreement, or represents one Share for purposes of each Restricted Stock Unit Award.
2.50
“Unrestricted Stock Award” shall mean an Award granted under Article IX of the Plan of Shares
which are not subject to Restrictions.
2.51
“Unrestricted Stock Agreement” shall mean a written agreement between the Company and a Holder
with respect to an Unrestricted Stock Award.
Article
III
EFFECTIVE DATE OF PLAN
The Plan shall be effective
as of the Effective Date, provided that the Plan is approved by the stockholders of the Company within twelve (12) months of such
date.
Article
IV
ADMINISTRATION
4.1
Composition of Committee. The Plan shall be administered by the Committee, which shall be appointed by the
Board. If necessary, in the Board’s discretion, to comply with Rule 16b-3 under the Exchange Act or relevant securities exchange
or inter-dealer quotation service, the Committee shall consist solely of two (2) or more Directors who are each (i) “non-employee
directors” within the meaning of Rule 16b-3 and (ii) “independent” for purposes of any applicable listing requirements.
If a member of the Committee shall be eligible to receive an Award under the Plan, such Committee member shall have no authority
hereunder with respect to his or her own Award.
4.2
Powers. Subject to the other provisions of the Plan, the Committee shall have the sole authority, in its discretion,
to make all determinations under the Plan, including but not limited to (i) determining which Employees, Directors or Consultants
shall receive an Award, (ii) the time or times when an Award shall be made (the date of grant of an Award shall be the date on
which the Award is awarded by the Committee), (iii) what type of Award shall be granted, (iv) the term of an Award, (v) the date
or dates on which an Award vests, (vi) the form of any payment to be made pursuant to an Award, (vii) the terms and conditions
of an Award (including the forfeiture of the Award, and/or any financial gain, if the Holder of the Award violates any applicable
restrictive covenant thereof), (viii) the Restrictions under a Restricted Stock Award, (ix) the number of Shares which may be issued
under an Award, (x) Performance Goals applicable to any Award and certification of the achievement of such goals, and (xi) the
waiver of any Restrictions or Performance Goals, subject in all cases to compliance with applicable laws. In making such determinations
the Committee may take into account the nature of the services rendered by the respective Employees, Directors and Consultants,
their present and potential contribution to the Company’s (or the Affiliate’s) success and such other factors as the
Committee in its discretion may deem relevant.
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4.3
Additional Powers. The Committee shall have such additional powers as are delegated to it under the other
provisions of the Plan. Subject to the express provisions of the Plan, the Committee is authorized to construe the Plan and the
respective Award Agreements executed hereunder, to prescribe such rules and regulations relating to the Plan as it may deem advisable
to carry out the intent of the Plan, to determine the terms, restrictions and provisions of each Award and to make all other determinations
necessary or advisable for administering the Plan. The Committee may correct any defect or supply any omission or reconcile any
inconsistency in any Award Agreement in the manner and to the extent the Committee shall deem necessary, appropriate or expedient
to carry it into effect. The determinations of the Committee on the matters referred to in this Article IV shall be conclusive
and binding on the Company and all Holders.
4.4
Committee Action. Subject to compliance with all applicable laws, action by the Committee shall require the
consent of a majority of the members of the Committee, expressed either orally at a meeting of the Committee or in writing in the
absence of a meeting. No member of the Committee shall have any liability for any good faith action, inaction or determination
in connection with the Plan.
Article
V
SHARES SUBJECT TO PLAN AND LIMITATIONS THEREON
5.1
Authorized Shares and Award Limits. The Committee may from time to time grant Awards to one or more Employees,
Directors and/or Consultants determined by it to be eligible for participation in the Plan in accordance with the provisions of
Article VI. Subject to Article XV, the aggregate number of Shares that may be issued under the Plan shall not exceed Five
Million (5,000,000). Shares shall be deemed to have been issued under the Plan solely to the extent actually issued and delivered
pursuant to an Award. To the extent that an Award lapses, expires, is canceled, is terminated unexercised or ceases to be exercisable
for any reason, or the rights of its Holder terminate, any Shares subject to such Award shall again be available for the grant
of a new Award. Notwithstanding any provision in the Plan to the contrary, the maximum number of Shares that may be subject to
Awards of Options under Article VII and/or Stock Appreciation Rights under Article XIV, in either or both cases granted to any
one person during any calendar year, shall be One Million (1,000,000) Shares (subject to adjustment in the same manner as provided
in Article XV with respect to Shares subject to Awards then outstanding).
5.2
Types of Shares. The Shares to be issued pursuant to the grant or exercise of an Award may consist of authorized
but unissued Shares, Shares purchased on the open market or Shares previously issued and outstanding and reacquired by the Company.
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Article
VI
ELIGIBILITY AND TERMINATION OF SERVICE
6.1
Eligibility. Awards made under the Plan may be granted solely to individuals or entities who, at the time
of grant, are Employees, Directors or Consultants. An Award may be granted on more than one occasion to the same Employee, Director
or Consultant, and, subject to the limitations set forth in the Plan, such Award may include, a Non-qualified Stock Option, a Restricted
Stock Award, a Restricted Stock Unit Award, an Unrestricted Stock Award, a Distribution Equivalent Right Award, a Performance Stock
Award, a Performance Unit Award, a Stock Appreciation Right, a Tandem Stock Appreciation Right, or any combination thereof, and
solely for Employees, an Incentive Stock Option.
6.2
Termination of Service. Except to the extent inconsistent with the terms of the applicable Award Agreement
and/or the provisions of Section 6.3 or 6.4, the following terms and conditions shall apply with respect to a Holder’s Termination
of Service with the Company or an Affiliate, as applicable:
(a)
The Holder’s rights, if any, to exercise any then exercisable Options and/or Stock Appreciation Rights shall
terminate:
(i)
If such termination is for a reason other than the Holder’s Total and Permanent Disability or death, ninety
(90) days after the date of such Termination of Service;
(ii)
If such termination is on account of the Holder’s Total and Permanent Disability, one (1) year after the date
of such Termination of Service; or
(iii)
If such termination is on account of the Holder’s death, one (1) year after the date of the Holder’s
death.
Upon such applicable date the Holder (and
such Holder’s estate, designated beneficiary or other legal representative) shall forfeit any rights or interests in or with
respect to any such Options and Stock Appreciation Rights. Notwithstanding the foregoing, the Committee, in its sole discretion,
may provide for a different time period in the Award Agreement, or may extend the time period, following a Termination of Service,
during which the Holder has the right to exercise any vested Non-qualified Stock Option or Stock Appreciation Right, which time
period may not extend beyond the expiration date of the Award term.
(b)
In the event of a Holder’s Termination of Service for any reason prior to the actual or deemed satisfaction
and/or lapse of the Restrictions, vesting requirements, terms and conditions applicable to a Restricted Stock Award and/or Restricted
Stock Unit Award, such Restricted Stock and/or RSUs shall immediately be canceled, and the Holder (and such Holder’s estate,
designated beneficiary or other legal representative) shall forfeit any rights or interests in and with respect to any such Restricted
Stock and/or RSUs. Notwithstanding the immediately preceding sentence, the Committee, in its sole discretion, may determine, prior
to or within thirty (30) days after the date of such Termination of Service that all or a portion of any such Holder’s Restricted
Stock and/or RSUs shall not be so canceled and forfeited.
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6.3
Special Termination Rule. Except to the extent inconsistent with the terms of the applicable Award Agreement,
and notwithstanding anything to the contrary contained in this Article VI, if a Holder’s employment with, or status as a
Director of, the Company or an Affiliate shall terminate, and if, within ninety (90) days of such termination, such Holder shall
become a Consultant, such Holder’s rights with respect to any Award or portion thereof granted thereto prior to the date
of such termination may be preserved, if and to the extent determined by the Committee in its sole discretion, as if such Holder
had been a Consultant for the entire period during which such Award or portion thereof had been outstanding. Should the Committee
effect such determination with respect to such Holder, for all purposes of the Plan, such Holder shall not be treated as if his
or her employment or Director status had terminated until such time as his or her Consultant status shall terminate, in which case
his or her Award, as it may have been reduced in connection with the Holder’s becoming a Consultant, shall be treated pursuant
to the provisions of Section 6.2, provided, however, that any such Award which is intended to be an Incentive Stock Option shall,
upon the Holder’s no longer being an Employee, automatically convert to a Non-qualified Stock Option. Should a Holder’s
status as a Consultant terminate, and if, within ninety (90) days of such termination, such Holder shall become an Employee or
a Director, such Holder’s rights with respect to any Award or portion thereof granted thereto prior to the date of such termination
may be preserved, if and to the extent determined by the Committee in its sole discretion, as if such Holder had been an Employee
or a Director, as applicable, for the entire period during which such Award or portion thereof had been outstanding, and, should
the Committee effect such determination with respect to such Holder, for all purposes of the Plan, such Holder shall not be treated
as if his or her Consultant status had terminated until such time as his or her employment with the Company or an Affiliate, or
his or her Director status, as applicable, shall terminate, in which case his or her Award shall be treated pursuant to the provisions
of Section 6.2.
6.4
Termination of Service for Cause. Notwithstanding anything in this Article VI or elsewhere in the Plan
to the contrary, and unless a Holder’s Award Agreement specifically provides otherwise, in the event of a Holder’s
Termination of Service for Cause, all of such Holder’s then outstanding Awards shall expire immediately and be forfeited
in their entirety upon such Termination of Service.
Article
VII
OPTIONS
7.1
Option Period. The term of each Option shall be as specified in the Option Agreement; provided, however,
that except as set forth in Section 7.3, no Option shall be exercisable after the expiration of ten (10) years from the date of
its grant.
7.2
Limitations on Exercise of Option. An Option shall be exercisable in whole or in such installments and at
such times as specified in the Option Agreement.
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7.3
Special Limitations on Incentive Stock Options. To the extent that the aggregate Fair Market Value (determined
at the time the respective Incentive Stock Option is granted) of Shares with respect to which Incentive Stock Options are exercisable
for the first time by an individual during any calendar year under all plans of the Company and any parent corporation or subsidiary
corporation thereof (both as defined in Section 424 of the Code) which provide for the grant of Incentive Stock Options exceeds
One Hundred Thousand Dollars ($100,000) (or such other individual limit as may be in effect under the Code on the date of grant),
the portion of such Incentive Stock Options that exceeds such threshold shall be treated as Non-qualified Stock Options. The Committee
shall determine, in accordance with applicable provisions of the Code, Treasury Regulations and other administrative pronouncements,
which of a Holder’s Options, which were intended by the Committee to be Incentive Stock Options when granted to the Holder,
will not constitute Incentive Stock Options because of such limitation, and shall notify the Holder of such determination as soon
as practicable after such determination. No Incentive Stock Option shall be granted to an Employee if, at the time the Incentive
Stock Option is granted, such Employee is a Ten Percent Stockholder, unless (i) at the time such Incentive Stock Option is granted
the Option price is at least one hundred ten percent (110%) of the Fair Market Value of the Shares subject to the Incentive Stock
Option, and (ii) such Incentive Stock Option by its terms is not exercisable after the expiration of five (5) years from the date
of grant. No Incentive Stock Option shall be granted more than ten (10) years from the earlier of the Effective Date or date on
which the Plan is approved by the Company’s stockholders. The designation by the Committee of an Option as an Incentive Stock
Option shall not guarantee the Holder that the Option will satisfy the applicable requirements for “incentive stock option”
status under Section 422 of the Code.
7.4
Option Agreement. Each Option shall be evidenced by an Option Agreement in such form and containing such provisions
not inconsistent with the other provisions of the Plan as the Committee from time to time shall approve, including, but not limited
to, provisions intended to qualify an Option as an Incentive Stock Option. An Option Agreement may provide for the payment of the
Option price, in whole or in part, by the delivery of a number of Shares (plus cash if necessary) that have been owned by the Holder
for at least six (6) months and having a Fair Market Value equal to such Option price, or such other forms or methods as the Committee
may determine from time to time, in each case, subject to such rules and regulations as may be adopted by the Committee. Each Option
Agreement shall, solely to the extent inconsistent with the provisions of Sections 6.2, 6.3, and 6.4, as applicable, specify the
effect of Termination of Service on the exercisability of the Option. Moreover, without limiting the generality of the foregoing,
a Non-qualified Stock Option Agreement may provide for a “cashless exercise” of the Option, in whole or in part, by
(a) establishing procedures whereby the Holder, by a properly-executed written notice, directs (i) an immediate market
sale or margin loan as to all or a part of Shares to which he is entitled to receive upon exercise of the Option, pursuant to an
extension of credit by the Company to the Holder of the Option price, (ii) the delivery of the Shares from the Company directly
to a brokerage firm and (iii) the delivery of the Option price from sale or margin loan proceeds from the brokerage firm directly
to the Company, or (b) reducing the number of Shares to be issued upon exercise of the Option by the number of such Shares
having an aggregate Fair Market Value equal to the Option price (or portion thereof to be so paid) as of the date of the Option’s
exercise. An Option Agreement may also include provisions relating to: (i) subject to the provisions hereof, accelerated vesting
of Options, including but not limited to, upon the occurrence of a Change of Control, (ii) tax matters (including provisions covering
any applicable Employee wage withholding requirements and requiring additional “gross-up” payments to Holders to meet
any excise taxes or other additional income tax liability imposed as a result of a payment made upon a Change of Control resulting
from the operation of the Plan or of such Option Agreement) and (iii) any other matters not inconsistent with the terms and provisions
of the Plan that the Committee shall in its sole discretion determine. The terms and conditions of the respective Option Agreements
need not be identical.
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7.5
Option Price and Payment. The price at which an Share may be purchased upon exercise of an Option shall be
determined by the Committee; provided, however, that such Option price (i) shall not be less than the Fair Market
Value of an Share on the date such Option is granted (or 110% of Fair Market Value for an Incentive Stock Option held by Ten Percent
Stockholder, as provided in Section 7.3), and (ii) shall be subject to adjustment as provided in Article XV. The Option or
portion thereof may be exercised by delivery of an irrevocable notice of exercise to the Company. The Option price for the Option
or portion thereof shall be paid in full in the manner prescribed by the Committee as set forth in the Plan and the applicable
Option Agreement, which manner, with the consent of the Committee, may include the withholding of Shares otherwise issuable in
connection with the exercise of the Option. Separate share certificates shall be issued by the Company for those Shares acquired
pursuant to the exercise of an Incentive Stock Option and for those Shares acquired pursuant to the exercise of a Non-qualified
Stock Option.
7.6
Stockholder Rights and Privileges. The Holder of an Option shall be entitled to all the privileges and rights
of a stockholder of the Company solely with respect to such Shares as have been purchased under the Option and for which share
certificates have been registered in the Holder’s name.
7.7
Options and Rights in Substitution for Stock or Options Granted by Other Corporations. Options may be granted
under the Plan from time to time in substitution for stock options held by individuals employed by entities who become Employees,
Directors or Consultants as a result of a merger or consolidation of the employing entity with the Company or any Affiliate, or
the acquisition by the Company or an Affiliate of the assets of the employing entity, or the acquisition by the Company or an Affiliate
of stock or shares of the employing entity with the result that such employing entity becomes an Affiliate.
7.8
Prohibition Against Re-Pricing. Except to the extent (i) approved in advance by holders of a majority
of the shares of the Company entitled to vote generally in the election of directors, or (ii) as a result of any Change of
Control or any adjustment as provided in Article XV, the Committee shall not have the power or authority to reduce, whether
through amendment or otherwise, the exercise price under any outstanding Option or Stock Appreciation Right, or to grant any new
Award or make any payment of cash in substitution for or upon the cancellation of Options and/or Stock Appreciation Rights previously
granted.
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Article
VIII
RESTRICTED STOCK AWARDS
8.1
Award. A Restricted Stock Award shall constitute an Award of Shares to the Holder as of the date of the Award
which are subject to a “substantial risk of forfeiture” as defined under Section 83 of the Code during the specified
Restriction Period. At the time a Restricted Stock Award is made, the Committee shall establish the Restriction Period applicable
to such Award. Each Restricted Stock Award may have a different Restriction Period, in the discretion of the Committee. The Restriction
Period applicable to a particular Restricted Stock Award shall not be changed except as permitted by Section 8.2.
8.2
Terms and Conditions. At the time any Award is made under this Article VIII, the Company and the Holder shall
enter into a Restricted Stock Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee
may determine to be appropriate. The Company shall cause the Shares to be issued in the name of Holder, either by book-entry registration
or issuance of one or more stock certificates evidencing the Shares, which Shares or certificates shall be held by the Company
or the stock transfer agent or brokerage service selected by the Company to provide services for the Plan. The Shares shall be
restricted from transfer and shall be subject to an appropriate stop-transfer order, and if any certificate is issued, such certificate
shall bear an appropriate legend referring to the restrictions applicable to the Shares. After any Shares vest, the Company shall
deliver the vested Shares, in book-entry or certificated form in the Company’s sole discretion, registered in the name of
Holder or his or her legal representatives, beneficiaries or heirs, as the case may be, less any Shares withheld to pay withholding
taxes. If provided for under the Restricted Stock Agreement, the Holder shall have the right to vote Shares subject thereto and
to enjoy all other stockholder rights, including the entitlement to receive dividends on the Shares during the Restriction Period.
At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions
relating to Restricted Stock Awards, including, but not limited to, rules pertaining to the effect of Termination of Service prior
to expiration of the Restriction Period. Such additional terms, conditions or restrictions shall, to the extent inconsistent with
the provisions of Sections 6.2, 6.3 and 6.4, as applicable, be set forth in a Restricted Stock Agreement made in conjunction with
the Award. Such Restricted Stock Agreement may also include provisions relating to: (i) subject to the provisions hereof,
accelerated vesting of Awards, including but not limited to accelerated vesting upon the occurrence of a Change of Control, (ii) tax
matters (including provisions covering any applicable Employee wage withholding requirements and requiring additional “gross-up”
payments to Holders to meet any excise taxes or other additional income tax liability imposed as a result of a payment made in
connection with a Change of Control resulting from the operation of the Plan or of such Restricted Stock Agreement) and (iii) any
other matters not inconsistent with the terms and provisions of the Plan that the Committee shall in its sole discretion determine.
The terms and conditions of the respective Restricted Stock Agreements need not be identical. All Shares delivered to a Holder
as part of a Restricted Stock Award shall be delivered and reported by the Company or the Affiliate, as applicable, to the Holder
at the time of vesting.
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8.3
Payment for Restricted Stock. The Committee shall determine the amount and form of any payment from a Holder
for Shares received pursuant to a Restricted Stock Award, if any, provided that in the absence of such a determination, a Holder
shall not be required to make any payment for Shares received pursuant to a Restricted Stock Award, except to the extent otherwise
required by law.
Article
IX
UNRESTRICTED STOCK AWARDS
9.1
Award. Shares may be awarded (or sold) to Employees, Directors or Consultants under the Plan which are not
subject to Restrictions of any kind, in consideration for past services rendered thereby to the Company or an Affiliate or for
other valid consideration.
9.2
Terms and Conditions. At the time any Award is made under this Article IX, the Company and the Holder shall
enter into an Unrestricted Stock Agreement setting forth each of the matters contemplated hereby and such other matters as the
Committee may determine to be appropriate.
9.3
Payment for Unrestricted Stock. The Committee shall determine the amount and form of any payment from a Holder
for Shares received pursuant to an Unrestricted Stock Award, if any, provided that in the absence of such a determination, a Holder
shall not be required to make any payment for Shares received pursuant to an Unrestricted Stock Award, except to the extent otherwise
required by law.
Article
X
RESTRICTED STOCK UNIT AWARDS
10.1
Award. A Restricted Stock Unit Award shall constitute a promise to grant Shares (or cash equal to the Fair
Market Value of Shares) to the Holder at the end of a specified Restriction Period. At the time a Restricted Stock Unit Award is
made, the Committee shall establish the Restriction Period applicable to such Award. Each Restricted Stock Unit Award may have
a different Restriction Period, in the discretion of the Committee. A Restricted Stock Unit shall not constitute an equity interest
in the Company and shall not entitle the Holder to voting rights, dividends or any other rights associated with ownership of Shares
prior to the time the Holder shall receive a distribution of Shares pursuant to Section 10.3.
10.2
Terms and Conditions. At the time any Award is made under this Article X, the Company and the Holder shall
enter into a Restricted Stock Unit Agreement setting forth each of the matters contemplated thereby and such other matters as the
Committee may determine to be appropriate. The Restricted Stock Unit Agreement shall set forth the individual service-based vesting
requirement which the Holder would be required to satisfy before the Holder would become entitled to distribution pursuant to Section
10.3 and the number of Units awarded to the Holder. Such conditions shall be sufficient to constitute a “substantial risk
of forfeiture” as such term is defined under Section 409A of the Code. At the time of such Award, the Committee may, in its
sole discretion, prescribe additional terms and conditions or restrictions relating to Restricted Stock Unit Awards in the Restricted
Stock Unit Agreement, including, but not limited to, rules pertaining to the effect of Termination of Service prior to expiration
of the applicable vesting period. The terms and conditions of the respective Restricted Stock Unit Agreements need not be identical.
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10.3
Distributions of Shares. The Holder of a Restricted Stock Unit shall be entitled to receive a cash payment
equal to the Fair Market Value of an Share, or one Share, as determined in the sole discretion of the Committee and as set forth
in the Restricted Stock Unit Agreement, for each Restricted Stock Unit subject to such Restricted Stock Unit Award, if the Holder
satisfies the applicable vesting requirement. Such distribution shall be made no later than by the fifteenth (15th)
day of the third (3rd) calendar month next following the end of the calendar year in which the Restricted Stock Unit
first becomes vested (i.e., no longer subject to a “substantial risk of forfeiture”).
Article
XI
PERFORMANCE UNIT AWARDS
11.1
Award. A Performance Unit Award shall constitute an Award under which, upon the satisfaction of predetermined
individual and/or Company (and/or Affiliate) Performance Goals based on selected Performance Criteria, a cash payment shall be
made to the Holder, based on the number of Units awarded to the Holder. At the time a Performance Unit Award is made, the Committee
shall establish the Performance Period and applicable Performance Goals. Each Performance Unit Award may have different Performance
Goals, in the discretion of the Committee. A Performance Unit Award shall not constitute an equity interest in the Company and
shall not entitle the Holder to voting rights, dividends or any other rights associated with ownership of Shares.
11.2
Terms and Conditions. At the time any Award is made under this Article XI, the Company and the Holder shall
enter into a Performance Unit Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee
may determine to be appropriate. The Committee shall set forth in the applicable Performance Unit Agreement the Performance Period,
Performance Criteria and Performance Goals which the Holder and/or the Company would be required to satisfy before the Holder would
become entitled to payment pursuant to Section 11.3, the number of Units awarded to the Holder and the dollar value or formula
assigned to each such Unit. Such payment shall be subject to a “substantial risk of forfeiture” under Section 409A
of the Code. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or
restrictions relating to Performance Unit Awards, including, but not limited to, rules pertaining to the effect of Termination
of Service prior to expiration of the applicable performance period. The terms and conditions of the respective Performance Unit
Agreements need not be identical.
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11.3
Payments. The Holder of a Performance Unit shall be entitled to receive a cash payment equal to the dollar
value assigned to such Unit under the applicable Performance Unit Agreement if the Holder and/or the Company satisfy (or partially
satisfy, if applicable under the applicable Performance Unit Agreement) the Performance Goals set forth in such Performance Unit
Agreement. All payments shall be made no later than by the fifteenth (15th) day of the third (3rd) calendar
month next following the end of the Company’s fiscal year to which such performance goals and objectives relate.
Article
XII
PERFORMANCE STOCK AWARDS
12.1
Award. A Performance Stock Award shall constitute a promise to grant Shares (or cash equal to the Fair Market
Value of Shares) to the Holder at the end of a specified Performance Period subject to achievement of specified Performance Goals.
At the time a Performance Stock Award is made, the Committee shall establish the Performance Period and applicable Performance
Goals based on selected Performance Criteria. Each Performance Stock Award may have different Performance Goals, in the discretion
of the Committee. A Performance Stock Award shall not constitute an equity interest in the Company and shall not entitle the Holder
to voting rights, dividends or any other rights associated with ownership of Shares unless and until the Holder shall receive a
distribution of Shares pursuant to Section 11.3.
12.2
Terms and Conditions. At the time any Award is made under this Article XII, the Company and the Holder shall
enter into a Performance Stock Agreement setting forth each of the matters contemplated thereby and such other matters as the Committee
may determine to be appropriate. The Committee shall set forth in the applicable Performance Stock Agreement the Performance Period,
selected Performance Criteria and Performance Goals which the Holder and/or the Company would be required to satisfy before the
Holder would become entitled to the receipt of Shares pursuant to such Holder’s Performance Stock Award and the number of
Shares subject to such Performance Stock Award. Such distribution shall be subject to a “substantial risk of forfeiture”
under Section 409A of the Code. If such Performance Goals are achieved, the distribution of Shares (or the payment of cash, as
determined in the sole discretion of the Committee), shall be made no later than by the fifteenth (15th) day of the
third (3rd) calendar month next following the end of the Company’s fiscal year to which such goals and objectives
relate. At the time of such Award, the Committee may, in its sole discretion, prescribe additional terms and conditions or restrictions
relating to Performance Stock Awards, including, but not limited to, rules pertaining to the effect of the Holder’s Termination
of Service prior to the expiration of the applicable performance period. The terms and conditions of the respective Performance
Stock Agreements need not be identical.
12.3
Distributions of Shares. The Holder of a Performance Stock Award shall be entitled to receive a cash payment
equal to the Fair Market Value of a Share, or one Share, as determined in the sole discretion of the Committee, for each Performance
Stock Award subject to such Performance Stock Agreement, if the Holder satisfies the applicable vesting requirement. Such distribution
shall be made no later than by the fifteenth (15th) day of the third (3rd) calendar month next following
the end of the Company’s fiscal year to which such performance goals and objectives relate.
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Article
XIII
DISTRIBUTION EQUIVALENT RIGHTS
13.1
Award. A Distribution Equivalent Right shall entitle the Holder to receive bookkeeping credits, cash payments
and/or Share distributions equal in amount to the distributions that would have been made to the Holder had the Holder held a specified
number of Shares during the specified period of the Award.
13.2
Terms and Conditions. At the time any Award is made under this Article XIII, the Company and the Holder shall
enter into a Distribution Equivalent Rights Award Agreement setting forth each of the matters contemplated thereby and such other
matters as the Committee may determine to be appropriate. The Committee shall set forth in the applicable Distribution Equivalent
Rights Award Agreement the terms and conditions, if any, including whether the Holder is to receive credits currently in cash,
is to have such credits reinvested (at Fair Market Value determined as of the date of reinvestment) in additional Shares or is
to be entitled to choose among such alternatives. Such receipt shall be subject to a “substantial risk of forfeiture”
under Section 409A of the Code and, if such Award becomes vested, the distribution of such cash or Shares shall be made no later
than by the fifteenth (15th) day of the third (3rd) calendar month next following the end of the Company’s
fiscal year in which the Holder’s interest in the Award vests. Distribution Equivalent Rights Awards may be settled in cash
or in Shares, as set forth in the applicable Distribution Equivalent Rights Award Agreement. A Distribution Equivalent Rights Award
may, but need not be, awarded in tandem with another Award (other than an Option or a SAR), whereby, if so awarded, such Distribution
Equivalent Rights Award shall expire, terminate or be forfeited by the Holder, as applicable, under the same conditions as under
such other Award.
13.3
Interest Equivalents. The Distribution Equivalent Rights Award Agreement for a Distribution Equivalent Rights
Award may provide for the crediting of interest on a Distribution Rights Award to be settled in cash at a future date (but in no
event later than by the fifteenth (15th) day of the third (3rd) calendar month next following the end of
the Company’s fiscal year in which such interest is credited and vested), at a rate set forth in the applicable Distribution
Equivalent Rights Award Agreement, on the amount of cash payable thereunder.
Article
XIV
STOCK APPRECIATION RIGHTS
14.1
Award. A Stock Appreciation Right shall constitute a right, granted alone or in connection with a related
Option, to receive a payment equal to the increase in value of a specified number of Shares between the date of Award and the date
of exercise.
14.2
Terms and Conditions. At the time any Award is made under this Article XIV, the Company and the Holder shall
enter into a Stock Appreciation Right Agreement setting forth each of the matters contemplated thereby and such other matters as
the Committee may determine to be appropriate. The Committee shall set forth in the applicable Stock Appreciation Right Agreement
the terms and conditions of the Stock Appreciation Right, including (i) the base value (the “Base Value”) for
the Stock Appreciation Right, which shall be not less than the Fair Market Value of an Share on the date of grant of the Stock
Appreciation Right, (ii) the number of Shares subject to the Stock Appreciation Right, (iii) the period during which the Stock
Appreciation Right may be exercised; provided, however, that no Stock Appreciation Right shall be exercisable after
the expiration of ten (10) years from the date of its grant, and (iv) any other special rules and/or requirements which the Committee
imposes upon the Stock Appreciation Right. Upon the exercise of some or all of the portion of a Stock Appreciation Right, the Holder
shall receive a payment from the Company, in cash or in the form of Shares having an equivalent Fair Market Value or in a combination
of both, as determined in the sole discretion of the Committee, equal to the product of:
ChinaNet Online Holdings, Inc. 2020 Omnibus Equity Incentive Plan
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(a)
The excess of (i) the Fair Market Value of an Share on the date of exercise, over (ii) the Base Value, multiplied
by,
(b)
The number of Shares with respect to which the Stock Appreciation Right is exercised.
14.3
Tandem Stock Appreciation Rights. If the Committee grants a Stock Appreciation Right which is intended to
be a Tandem Stock Appreciation Right, the Tandem Stock Appreciation Right shall be granted at the same time as the related Option,
and the following special rules shall apply:
(a)
The Base Value shall be equal to or greater than the per Share exercise price under the related Option;
(b)
The Tandem Stock Appreciation Right may be exercised for all or part of the Shares which are subject to the related
Option, but solely upon the surrender by the Holder of the Holder’s right to exercise the equivalent portion of the related
Option (and when a Share is purchased under the related Option, an equivalent portion of the related Tandem Stock Appreciation
Right shall be canceled);
(c)
The Tandem Stock Appreciation Right shall expire no later than the date of the expiration of the related Option;
(d)
The value of the payment with respect to the Tandem Stock Appreciation Right may be no more than one hundred percent
(100%) of the difference between the per Share exercise price under the related Option and the Fair Market Value of the Shares
subject to the related Option at the time the Tandem Stock Appreciation Right is exercised, multiplied by the number of the Shares
with respect to which the Tandem Stock Appreciation Right is exercised; and
(e)
The Tandem Stock Appreciation Right may be exercised solely when the Fair Market Value of the Shares subject to the
related Option exceeds the per Share exercise price under the related Option.
ChinaNet Online Holdings, Inc. 2020 Omnibus Equity Incentive Plan
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Article
XV
RECAPITALIZATION OR REORGANIZATION
15.1
Adjustments to Shares. The shares with respect to which Awards may be granted under the Plan are Shares as
presently constituted; provided, however, that if, and whenever, prior to the expiration or distribution to the Holder
of Shares underlying an Award theretofore granted, the Company shall effect a subdivision or consolidation of the Shares or the
payment of an Share dividend on Shares without receipt of consideration by the Company, the number of Shares with respect to which
such Award may thereafter be exercised or satisfied, as applicable, (i) in the event of an increase in the number of outstanding
Shares, shall be proportionately increased, and the purchase price per Share shall be proportionately reduced, and (ii) in
the event of a reduction in the number of outstanding Shares, shall be proportionately reduced, and the purchase price per Share
shall be proportionately increased. Notwithstanding the foregoing or any other provision of this Article XV, any adjustment made
with respect to an Award (x) which is an Incentive Stock Option, shall comply with the requirements of Section 424(a) of the Code,
and in no event shall any adjustment be made which would render any Incentive Stock Option granted under the Plan to be other than
an “incentive stock option” for purposes of Section 422 of the Code, and (y) which is a Non-qualified Stock Option,
shall comply with the requirements of Section 409A of the Code, and in no event shall any adjustment be made which would render
any Non-qualified Stock Option granted under the Plan to become subject to Section 409A of the Code.
15.2
Recapitalization. If the Company recapitalizes or otherwise changes its capital structure, thereafter upon
any exercise or satisfaction, as applicable, of a previously granted Award, the Holder shall be entitled to receive (or entitled
to purchase, if applicable) under such Award, in lieu of the number of Shares then covered by such Award, the number and class
of shares and securities to which the Holder would have been entitled pursuant to the terms of the recapitalization if, immediately
prior to such recapitalization, the Holder had been the holder of record of the number of Shares then covered by such Award.
15.3
Other Events. In the event of changes to the outstanding Shares by
reason of an extraordinary cash dividend, reorganization, merger, consolidation, combination, split-up, spin-off, exchange
or other relevant change in capitalization occurring after the date of the grant of any Award and not otherwise provided for under
this Article XV, any outstanding Awards and any Award Agreements evidencing such Awards shall be adjusted by the Board in its discretion
in such manner as the Board shall deem equitable or appropriate taking into consideration the applicable accounting and tax consequences,
as to the number and price of Shares or other consideration subject to such Awards. In the event of any adjustment pursuant to
Sections 15.1, 15.2 or this Section 15.3, the aggregate number of Shares available under the Plan pursuant to Section 5.1 may be
appropriately adjusted by the Board, the determination of which shall be conclusive. In addition, the Committee may make provision
for a cash payment to a Holder or a person who has an outstanding Award. In addition, the Committee may make provision for a cash
payment to a Holder or a person who has an outstanding Award.
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15.4
Change of Control. The Committee may, in its sole discretion, at the time an Award is made or at any time
prior to, coincident with or after the time of a Change of Control, cause any Award either (i) to be canceled in consideration
of a payment in cash or other consideration in amount per share equal to the excess, if any, of the price or implied price per
Share in the Change of Control over the per Share exercise, base or purchase price of such Award, which may be paid immediately
or over the vesting schedule of the Award; (ii) to be assumed, or new rights substituted therefore, by the surviving corporation
or a parent or subsidiary of such surviving corporation following such Change of Control; (iii) accelerate any time periods, or
waive any other conditions, relating to the vesting, exercise, payment or distribution of an Award so that any Award to a Holder
whose employment has been terminated as a result of a Change of Control may be vested, exercised, paid or distributed in full on
or before a date fixed by the Committee; (iv) to be purchased from a Holder whose employment has been terminated as a result of
a Change of Control, upon the Holder’s request, for an amount of cash equal to the amount that could have been obtained upon
the exercise, payment or distribution of such rights had such Award been currently exercisable or payable; or (v) terminate any
then outstanding Award or make any other adjustment to the Awards then outstanding as the Committee deems necessary or appropriate
to reflect such transaction or change. The number of Shares subject to any Award shall be rounded to the nearest whole number.
15.5
Powers Not Affected. The existence of the Plan and the Awards granted hereunder shall not affect in any way
the right or power of the Board or of the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization
or other change of the Company’s capital structure or business, any merger or consolidation of the Company, any issue of
debt or equity securities ahead of or affecting Shares or the rights thereof, the dissolution or liquidation of the Company or
any sale, lease, exchange or other disposition of all or any part of its assets or business or any other corporate act or proceeding.
15.6
No Adjustment for Certain Awards. Except as hereinabove expressly provided, the issuance by the Company of
shares of any class or securities convertible into shares of any class, for cash, property, labor or services, upon direct sale,
upon the exercise of rights or warrants to subscribe therefor or upon conversion of shares or obligations of the Company convertible
into such shares or other securities, and in any case whether or not for fair value, shall not affect previously granted Awards,
and no adjustment by reason thereof shall be made with respect to the number of Shares subject to Awards theretofore granted or
the purchase price per Share, if applicable.
Article
XVI
AMENDMENT AND TERMINATION OF PLAN
The Plan shall continue
in effect, unless sooner terminated pursuant to this Article XVI, until the tenth (10th) anniversary of the date on
which it is adopted by the Board (except as to Awards outstanding on that date). The Board in its discretion may terminate the
Plan at any time with respect to any shares for which Awards have not theretofore been granted; provided, however,
that the Plan’s termination shall not materially and adversely impair the rights of a Holder with respect to any Award theretofore
granted without the consent of the Holder. The Board shall have the right to alter or amend the Plan or any part hereof from time
to time; provided, however, that without the approval by a majority of the votes cast at a meeting of stockholders
at which a quorum representing a majority of the shares of the Company entitled to vote generally in the election of directors
is present in person or by proxy, no amendment or modification of the Plan may (i) materially increase the benefits accruing
to Holders, (ii) except as otherwise expressly provided in Article XV, materially increase the number of Shares subject to
the Plan or the individual Award Agreements specified in Article V, (iii) materially modify the requirements for participation
in the Plan, or (iv) amend, modify or suspend Section 7.7 (re-pricing prohibitions) or this Article XVI. In addition, no change
in any Award theretofore granted may be made which would materially and adversely impair the rights of a Holder with respect to
such Award without the consent of the Holder (unless such change is required in order to exempt the Plan or any Award from Section
409A of the Code).
ChinaNet Online Holdings, Inc. 2020 Omnibus Equity Incentive Plan
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Article
XVII
MISCELLANEOUS
17.1
No Right to Award. Neither the adoption of the Plan by the Company nor any action of the Board or the Committee
shall be deemed to give an Employee, Director or Consultant any right to an Award except as may be evidenced by an Award Agreement
duly executed on behalf of the Company, and then solely to the extent and on the terms and conditions expressly set forth therein.
17.2
No Rights Conferred. Nothing contained in the Plan shall (i) confer upon any Employee any right with
respect to continuation of employment with the Company or any Affiliate, (ii) interfere in any way with any right of the Company
or any Affiliate to terminate the employment of an Employee at any time, (iii) confer upon any Director any right with respect
to continuation of such Director’s membership on the Board, (iv) interfere in any way with any right of the Company
or an Affiliate to terminate a Director’s membership on the Board at any time, (v) confer upon any Consultant any right
with respect to continuation of his or her consulting engagement with the Company or any Affiliate, or (vi) interfere in any
way with any right of the Company or an Affiliate to terminate a Consultant’s consulting engagement with the Company or an
Affiliate at any time.
17.3
Other Laws; No Fractional Shares; Withholding. The Company shall not be obligated by virtue of any provision
of the Plan to recognize the exercise of any Award or to otherwise sell or issue Shares in violation of any laws, rules or regulations,
and any postponement of the exercise or settlement of any Award under this provision shall not extend the term of such Award. Neither
the Company nor its directors or officers shall have any obligation or liability to a Holder with respect to any Award (or Shares
issuable thereunder) (i) that shall lapse because of such postponement, or (ii) for any failure to comply with the requirements
of any applicable law, rules or regulations, including but not limited to any failure to comply with the requirements of Section
409A of this Code. No fractional Shares shall be delivered, nor shall any cash in lieu of fractional Shares be paid. The Company
shall have the right to deduct in cash (whether under this Plan or otherwise) in connection with all Awards any taxes required
by law to be withheld and to require any payments required to enable it to satisfy its withholding obligations. In the case of
any Award satisfied in the form of Shares, no Shares shall be issued unless and until arrangements satisfactory to the Company
shall have been made to satisfy any tax withholding obligations applicable with respect to such Award. Subject to such terms and
conditions as the Committee may impose, the Company shall have the right to retain, or the Committee may, subject to such terms
and conditions as it may establish from time to time, permit Holders to elect to tender, Shares (including Shares issuable in respect
of an Award) to satisfy, in whole or in part, the amount required to be withheld.
ChinaNet Online Holdings, Inc. 2020 Omnibus Equity Incentive Plan
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17.4
No Restriction on Corporate Action. Nothing contained in the Plan shall be construed to prevent the Company
or any Affiliate from taking any corporate action which is deemed by the Company or such Affiliate to be appropriate or in its
best interest, whether or not such action would have an adverse effect on the Plan or any Award made under the Plan. No Employee,
Director, Consultant, beneficiary or other person shall have any claim against the Company or any Affiliate as a result of any
such action.
17.5
Restrictions on Transfer. No Award under the Plan or any Award Agreement and no rights or interests herein
or therein, shall or may be assigned, transferred, sold, exchanged, encumbered, pledged or otherwise hypothecated or disposed of
by a Holder except (i) by will or by the laws of descent and distribution, or (ii) where permitted under applicable tax
rules, by gift to any Family Member of the Holder, subject to compliance with applicable laws. An Award may be exercisable during
the lifetime of the Holder only by such Holder or by the Holder’s guardian or legal representative unless it has been transferred
by gift to a Family Member of the Holder, in which case it shall be exercisable solely by such transferee. Notwithstanding any
such transfer, the Holder shall continue to be subject to the withholding requirements provided for under Section 17.3 hereof.
17.6
Beneficiary Designations. Each Holder may, from time to time, name a beneficiary or beneficiaries (who may
be contingent or successive beneficiaries) for purposes of receiving any amount which is payable in connection with an Award under
the Plan upon or subsequent to the Holder’s death. Each such beneficiary designation shall serve to revoke all prior beneficiary
designations, be in a form prescribed by the Company and be effective solely when filed by the Holder in writing with the Company
during the Holder’s lifetime. In the absence of any such written beneficiary designation, for purposes of the Plan, a Holder’s
beneficiary shall be the Holder’s estate.
17.7
Rule 16b-3. It is intended that the Plan and any Award made to a person subject to Section 16 of the Exchange
Act shall meet all of the requirements of Rule 16b-3. If any provision of the Plan or of any such Award would disqualify the
Plan or such Award under, or would otherwise not comply with the requirements of, Rule 16b-3, such provision or Award shall
be construed or deemed to have been amended as necessary to conform to the requirements of Rule 16b-3.
ChinaNet Online Holdings, Inc. 2020 Omnibus Equity Incentive Plan
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17.8
Clawback Policy. Notwithstanding any contained herein or in any incentive “performance based”
Awards under the Plan shall be subject to reduction, forfeiture or repayment by reason of a correction or restatement of the Company’s
financial information if and to the extent such reduction or repayment is required by any applicable law.
17.9
Section 409A. Notwithstanding any other provision of the Plan, the Committee shall have no authority to issue
an Award under the Plan with terms and/or conditions which would cause such Award to constitute non-qualified “deferred compensation”
under Section 409A of the Code unless such Award shall be structured to be exempt from or comply with all requirements of
Code Section 409A. The Plan and all Award Agreements are intended to comply with the requirements of Section 409A of the Code
(or to be exempt therefrom) and shall be so interpreted and construed and no amount shall be paid or distributed from the Plan
unless and until such payment complies with all requirements of Code Section 409A. It is the intent of the Company that the provisions
of this Agreement and all other plans and programs sponsored by the Company be interpreted to comply in all respects with Code
Section 409A, however, the Company shall have no liability to the Holder, or any successor or beneficiary thereof, in the event
taxes, penalties or excise taxes may ultimately be determined to be applicable to any payment or benefit received by the Holder
or any successor or beneficiary thereof.
17.10
Indemnification. Each person who is or shall have been a member of the Committee or of the Board shall be
indemnified and held harmless by the Company against and from any loss, cost, liability, or expense that may be imposed upon or
reasonably incurred thereby in connection with or resulting from any claim, action, suit, or proceeding to which such person may
be made a party or may be involved by reason of any action taken or failure to act under the Plan and against and from any and
all amounts paid thereby in settlement thereof, with the Company’s approval, or paid thereby in satisfaction of any judgment
in any such action, suit, or proceeding against such person; provided, however, that such person shall give the Company
an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his or
her own behalf. The foregoing right of indemnification shall not be exclusive and shall be independent of any other rights of indemnification
to which such persons may be entitled under the Company’s Articles of Incorporation or By-laws, by contract, as a matter
of law, or otherwise.
17.11
Other Benefit Plans. No Award, payment or amount received hereunder shall be taken into account in computing
an Employee’s salary or compensation for the purposes of determining any benefits under any pension, retirement, life insurance
or other benefit plan of the Company or any Affiliate, unless such other plan specifically provides for the inclusion of such Award,
payment or amount received. Nothing in the Plan shall be construed to limit the right of the Company to establish other plans or
to pay compensation to its employees, in cash or property, in a manner which is not expressly authorized under the Plan.
17.12
Limits of Liability. Any liability of the Company with respect to an Award shall be based solely upon the
contractual obligations created under the Plan and the Award Agreement. None of the Company, any member of the Board nor any member
of the Committee shall have any liability to any party for any action taken or not taken, in good faith, in connection with or
under the Plan.
ChinaNet Online Holdings, Inc. 2020 Omnibus Equity Incentive Plan
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17.13
Governing Law. Except as otherwise provided herein, the Plan shall be construed in accordance with the laws
of the State of Nevada, without regard to principles of conflicts of law.
17.14
Severability of Provisions. If any provision of the Plan is held invalid or unenforceable, such invalidity
or unenforceability shall not affect any other provision of the Plan, and the Plan shall be construed and enforced as if such invalid
or unenforceable provision had not been included in the Plan.
17.15
No Funding. The Plan shall be unfunded. The Company shall not be required to establish any special or separate
fund or to make any other segregation of funds or assets to ensure the payment of any Award. Prior to receipt of Shares or a cash
distribution pursuant to the terms of an Award, such Award shall represent an unfunded unsecured contractual obligation of the
Company and the Holder shall have no greater claim to the Shares underlying such Award or any other assets of the Company or Affiliate
than any other unsecured general creditor.
17.16
Headings. Headings used throughout the Plan are for convenience only and shall not be given legal significance.
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS
PROXY
FOR THE ANNUAL MEETING OF STOCKHOLDERS OF
CHINANET ONLINE HOLDINGS, INC.
TO BE HELD ON OCTOBER 12, 2020
Unless otherwise specified, this proxy
will be voted FOR Proposals 1, 2, 3 and 4. The Board of Directors recommends a vote FOR Proposals 1, 2, 3 and 4.
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☐
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FOR all nominees listed below (except as marked to
the contrary below)
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☐
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WITHHOLD AUTHORITY to vote for all nominees listed
below
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1) Handong Cheng
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2) George Kai Chu
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3) Zhiqing Chen
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4) Chang Qiu
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5) Pau Chung Ho
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INSTRUCTION: To withhold authority to vote for any nominee,
write the nominee’s name in the space provided below.
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2.
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RATIFICATION OF INDEPENDENT ACCOUNTANTS
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☐ FOR
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☐ AGAINST
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☐ ABSTAIN
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3.
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APPROVAL OF AMENDMENT TO ARTICLES OF INCORPORATION TO CHANGE CORPORATE NAME
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☐ FOR
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☐ AGAINST
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☐ ABSTAIN
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4.
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RATIFICATION OF THE COMPANY’S 2020 OMNIBUS EQUITY INCENTIVE PLAN
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☐ FOR
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☐ AGAINST
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☐ ABSTAIN
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Please sign exactly as your name appears below. When shares
are held by joint tenants, each should sign. When signing as attorney, executor, administrator, trustee, guardian, corporate officer,
or partner, please give full title as such.
Date: __________, 2020
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Signature
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Signature if held jointly
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PLEASE MARK, SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
ChinaNet Online Holdings, Inc.
Annual Meeting of Stockholders
OCTOBER 12, 2020
Important Notice Regarding the Availability
of Proxy Materials for the Annual Meeting of Stockholders
To Be Held on October 12, 2020
The undersigned, hereby
appoints Handong Cheng, Chief Executive Officer, with full power of substitution, as proxy to represent and vote all shares of
Common Stock, par value $0.001 per share, of ChinaNet Online Holdings, Inc. (the “Company”), which the undersigned
will be entitled to vote if personally present at the Annual Meeting of the Stockholders of the Company to be held on October 12,
2020, at 10:00 a. m. local time the offices of No. 9 South Min Zhuang Road, Haidian District, Beijing, PRC 100195, upon matters
set forth in the Notice of Annual Meeting of Stockholders and Proxy Statement, a copy of which has been received by the undersigned.
Materials are also available on www.chinanet-online.com. Each share of Common Stock is entitled to one vote. The proxies are further
authorized to vote, in their discretion, upon such other business as may properly come before the meeting.
This proxy, when properly
executed, will be voted as directed. If no direction is made, the proxy shall be voted FOR the election of the listed nominees
as directors, FOR the ratification of Centurion ZD CPA & Co. as our independent registered public accounting firm for
the fiscal year ending December 31, 2020, FOR the approval of amendment to articles of incorporation to change corporate name, and FOR the ratification
of the Company’s 2020 Omnibus Equity Incentive Plan, in the case of other matters that legally come before the meeting, as
said proxy(s) may deem advisable.
Please check here if
you plan to attend the Annual Meeting of Stockholders on October 12, 2020 at 10:00 a.m. (Local Time). [ ]
(Continued and to be signed on Reverse
Side)
35
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