Core Viewpoint - The company is implementing an employee stock ownership plan (ESOP) to enhance employee engagement, align interests between employees and shareholders, and promote long-term sustainable development [2][6][9]. Group 1: Purpose and Principles of the Employee Stock Ownership Plan - The ESOP aims to establish a profit-sharing mechanism between employees and shareholders, improve corporate governance, and enhance employee cohesion and competitiveness [6][7]. - Participation in the ESOP is voluntary, and the company will not force employees to join [6][7]. - Participants bear their own risks and have equal rights with other investors [6][7]. Group 2: Participants and Allocation Standards - The ESOP will include up to 99 employees, including 11 directors and senior management [3][6]. - The total number of shares allocated to the ESOP will not exceed 1.2675 million shares, representing 0.07% of the company's total share capital [10][11]. - Individual participation is capped at 1% of the total share capital for any single participant [3][6]. Group 3: Funding and Stock Sources - The total funding for the ESOP is capped at RMB 24,069,825, with shares priced at RMB 18.99 each [7][10]. - The shares will be acquired through non-trading transfers from the company's repurchased stock [7][10]. Group 4: Lock-up Period and Performance Assessment - The ESOP has a lock-up period with shares unlocking in three phases: 30% after 12 months, 30% after 24 months, and 40% after 36 months [11][14]. - Performance targets are set for net profit growth of at least 10% annually from 2025 to 2027, based on the previous year's net profit [11][14]. Group 5: Management and Governance - The ESOP will be managed by a management committee elected by the participants, ensuring the protection of their rights [16][19]. - The committee is responsible for daily management and must adhere to legal and regulatory requirements [19][25]. Group 6: Rights and Obligations of Participants - Participants have the right to dividends and must comply with the plan's terms, including the payment of taxes on any gains [25][26]. - Participants cannot transfer their shares during the lock-up period and must adhere to the plan's rules regarding participation and exit [25][26].

Core Viewpoint - The company has established a 2025 Employee Stock Ownership Plan (ESOP) aimed at enhancing employee engagement, improving corporate governance, and promoting long-term sustainable development [1][2]. Group 1: Purpose and Principles of the Employee Stock Ownership Plan - The ESOP aims to create a mechanism for sharing interests between employees and shareholders, thereby improving company governance and competitiveness [1][2]. - The plan adheres to principles of legality, voluntary participation, and risk-bearing by participants [2][3]. Group 2: Participants and Allocation - The ESOP includes up to 99 participants, consisting of directors (excluding independent directors), supervisors, senior management, and key employees [3][4]. - The total number of shares to be subscribed under the plan is capped at 1,267,500 shares, representing 0.07% of the company's total share capital [4][7]. Group 3: Funding and Stock Sources - The total funding for the ESOP is limited to 24.0698 million yuan, with a maximum subscription price of 18.99 yuan per share [5][7]. - The shares will be sourced from the company's repurchased stock, with the final number of shares depending on actual contributions from participants [5][6]. Group 4: Lock-up Period and Performance Assessment - The lock-up period for the shares is set at 12, 24, and 36 months, with specific unlocking conditions based on company performance [9][10]. - Performance targets are established for the years 2025 to 2027, requiring a minimum net profit growth rate of 10% each year [10][11]. Group 5: Management and Governance - The ESOP will be managed by a committee elected by the participants, ensuring oversight and representation of their interests [12][13]. - The management committee is responsible for daily operations, including share registration and distribution of benefits [15][18].

Core Viewpoint - The company has established a stock option incentive plan for 2025 to enhance its long-term incentive mechanism, ensuring alignment of interests among shareholders, the company, and key personnel [1][2]. Group 1: Assessment Objectives - The plan aims to attract and retain talent, motivating directors, senior management, and core employees to focus on the company's long-term development while improving work performance [1]. Group 2: Assessment Principles - The evaluation must adhere to principles of fairness, transparency, and objectivity, linking the stock option incentive plan closely with the performance and contributions of the incentivized individuals [2]. Group 3: Assessment Scope - The plan applies to all participants, including directors, senior management, and key personnel, excluding independent directors, supervisors, and major shareholders [3]. Group 4: Assessment Institutions and Execution - The Board's Compensation and Assessment Committee leads the assessment, while the Human Resources Department executes it, ensuring data accuracy and reliability [3][4]. Group 5: Assessment Indicators and Standards - The stock options' exercise conditions are based on annual net profit growth targets of at least 10% for the years 2025 to 2027, using the previous year's net profit as a baseline [4]. Group 6: Assessment Period and Frequency - The assessment period for the stock options is set for the fiscal years 2025 to 2027, with evaluations conducted annually [5]. Group 7: Assessment Procedures - The Human Resources Department is responsible for the assessment process, maintaining results and submitting reports to the Compensation and Assessment Committee [6]. Group 8: Assessment Results Management - Participants have the right to know their assessment results and can appeal within five working days if they disagree, with results archived confidentially [6]. Group 9: Supplementary Provisions - The plan is subject to approval by the shareholders' meeting and will be implemented following the effective date of the stock option incentive plan [7].

Group 1: ETF Performance - The Food and Beverage ETF (code: 515170) has seen a recent increase of 3.29% over the past five days, with a current PE ratio of 20.76 times and a total of 6.34 billion shares, reflecting an increase of 1.0 million shares, although there was a net outflow of 9.682 million yuan in principal funds [2] - The Gaming ETF (code: 159869) has experienced a rise of 2.51% in the last five days, with a PE ratio of 46.57 times and a total of 5.16 billion shares, which increased by 17 million shares, while there was a net outflow of 742.4 thousand yuan in principal funds [2] - The Sci-Tech Semiconductor ETF (code: 588170) has shown a significant increase of 11.21% over the past five days, with a total of 3.5 billion shares, which decreased by 6 million shares, but there was a net inflow of 22.738 million yuan in principal funds [2] Group 2: Cloud Computing ETF - The Cloud Computing 50 ETF (code: 516630) has reported a rise of 10.92% in the last five days, with a high PE ratio of 131.63 times and a total of 3.8 billion shares, which increased by 1 million shares, along with a net inflow of 8.761 million yuan in principal funds [3]

| 证券代码：600570 | 证券简称：恒生电子 | | --- | --- | | 上海荣正企业咨询服务（集团）股份有限公司 | | | 关于 | | | 恒生电子股份有限公司 | | | 之 | | | 独立财务顾问报告 | | | （五）对上市公司是否为激励对象提供任何形式的财务资助的核查意见 | . 15 | | | （七）股权激励计划是否存在损害上市公司及全体股东利益的情形的核查 | | | （九）公司实施股权激励计划对上市公司持续经营能力、股东权益影响的 | | 一、释义 | | | 恒生电子、本公司、 | | | 指 | 恒生电子股份有限公司 | | 公司、上市公司 | | | 本激励计划、股权激 | | | 指 | 恒生电子股份有限公司 2025 年股票期权激励计划 | | 励计划、本计划 | | | | 公司授予激励对象在未来一定期限内以预先确定的价 | | 股票期权、期权 指 | | | | 格和条件购买公司一定数量股票的权利 | | | 按照本激励计划规定，获得股票期权的在公司（含子 | | | 公司）任职的董事，高级管理人员，核心管理、技 | | 激励对象 指 | | | | 术、业 ...

Group 1 - The Food and Beverage ETF (code: 515170) tracks the China Securities Food and Beverage Industry Theme Index, with a recent five-day change of 3.29% and a price-to-earnings ratio of 20.76 times. The latest share count is 6.34 billion, an increase of 100 million shares, with a net outflow of 9.682 million from main funds [2] - The Gaming ETF (code: 159869) follows the China Securities Animation and Gaming Index, showing a five-day change of 2.51% and a price-to-earnings ratio of 46.57 times. The latest share count is 5.16 billion, an increase of 17 million shares, with a net outflow of 742.4 thousand from main funds [2] - The Sci-Tech Semiconductor ETF (code: 588170) tracks the Shanghai Stock Exchange Sci-Tech Innovation Board Semiconductor Materials and Equipment Theme Index, with a five-day change of 11.21%. The latest share count is 350 million, a decrease of 6 million shares, with a net inflow of 22.738 million from main funds [2] Group 2 - The Cloud Computing 50 ETF (code: 516630) tracks the China Securities Cloud Computing and Big Data Theme Index, with a five-day change of 10.92% and a price-to-earnings ratio of 131.63 times. The latest share count is 3.8 billion, an increase of 1 million shares, with a net inflow of 8.761 million from main funds [3]

Group 1 - The Food and Beverage ETF (code: 515170) tracks the China Securities Food and Beverage Industry Theme Index, with a recent five-day change of 3.29% and a price-to-earnings ratio of 20.76 times. The latest share count is 6.34 billion, an increase of 100 million shares, with a net outflow of 9.682 million from main funds [2] - The Gaming ETF (code: 159869) follows the China Securities Animation and Gaming Index, showing a five-day change of 2.51% and a price-to-earnings ratio of 46.57 times. The latest share count is 5.16 billion, an increase of 17 million shares, with a net outflow of 742.4 thousand from main funds [2] - The Sci-Tech Semiconductor ETF (code: 588170) tracks the Shanghai Stock Exchange Sci-Tech Innovation Board Semiconductor Materials and Equipment Theme Index, with a five-day change of 11.21%. The latest share count is 350 million, a decrease of 6 million shares, with a net inflow of 22.738 million from main funds [2] Group 2 - The Cloud Computing 50 ETF (code: 516630) tracks the China Securities Cloud Computing and Big Data Theme Index, with a five-day change of 10.92% and a price-to-earnings ratio of 131.63 times. The latest share count is 38 million, an increase of 1 million shares, with a net inflow of 8.761 million from main funds [3]

Group 1: ETF Performance - The Food and Beverage ETF (code: 515170) has seen a recent increase of 3.29% over the past five days, with a current PE ratio of 20.76 times and a total of 6.34 billion shares, reflecting an increase of 1.0 million shares, although there was a net outflow of 9.682 million yuan in principal funds [2] - The Gaming ETF (code: 159869) has experienced a rise of 2.51% in the last five days, with a PE ratio of 46.57 times and a total of 5.16 billion shares, which increased by 17 million shares, while also showing a net outflow of 7.424 million yuan in principal funds [2] - The Sci-Tech Semiconductor ETF (code: 588170) has reported a significant increase of 11.21% over the past five days, with a total of 3.5 billion shares, which decreased by 6 million shares, but there was a net inflow of 22.738 million yuan in principal funds [2] Group 2: Cloud Computing ETF - The Cloud Computing 50 ETF (code: 516630) has shown a notable increase of 10.92% in the last five days, with a high PE ratio of 131.63 times and a total of 3.8 billion shares, which increased by 1 million shares, alongside a net inflow of 8.761 million yuan in principal funds [3]

务，公示期不少于 10 天。 股东大会审议本激励计划前 5 日披露监事会对激励对象名单审核及公示情况的 说明。经公司董事会调整的激励对象名单亦应经公司监事会核实。 （四）激励对象获授的股票期权分配情况 本激励计划授予的股票期权在各激励对象间的分配情况如下表所示： 占授予股 占本激励计划公 获授的股票期权 姓名 职务 票期权总 告时公司股本总 数量（份） 量的比例 额的比例 彭政纲 董事长 185,000 1.22% 0.01% 范径武 副董事长、总裁 222,000 1.46% 0.01% 蒋建圣 董事 125,500 0.83% 0.01% 官晓岚 副总经理 67,500 0.45% 0.00% 张永 副总经理 173,000 1.14% 0.01% 张国强 副总经理 154,000 1.02% 0.01% 方晓明 副总经理 137,000 0.90% 0.01% 王锋 副总经理 121,500 0.80% 0.01% 肖敏 董事会秘书 95,000 0.63% 0.01% 姚曼英 财务负责人 97,000 0.64% 0.01% 董事及高管合计 1,377,500 9.09% 0.07% 核心管理、技术、 ...

Core Viewpoint - The company announced the cancellation of a portion of stock options from its 2024 stock option incentive plan due to unmet performance conditions during the first exercise period, totaling 11.12 million options [1][2][3]. Group 1: Stock Option Incentive Plan - The board of directors approved the cancellation of stock options as the performance conditions for the first exercise period were not met, resulting in the cancellation of 9.7797 million options [1]. - An additional 1.112 million options were canceled due to 54 individuals no longer qualifying as incentive targets due to resignation or position changes [1]. - The total number of stock options canceled from the 2024 plan is 11.1232 million [1]. Group 2: Compliance and Approval - The cancellation process was conducted in accordance with the relevant regulations and does not require further shareholder approval, as it falls within the authorized scope of the board [1]. - The remuneration and assessment committee of the board confirmed that the cancellation aligns with regulatory requirements and will not adversely affect the company's stock distribution or the continuation of the incentive plan [1]. - The supervisory board also agreed that the cancellation complies with regulations and does not harm the interests of the company or its shareholders [1]. Group 3: Legal Opinion - The legal firm provided a conclusive opinion stating that the cancellation has received the necessary approvals and is in compliance with the relevant regulations [1].