广东德生科技股份有限公司 2025年员工持股计划（草案）

Core Viewpoint - The company, Desheng Technology, has established an employee stock ownership plan (ESOP) for 2025, aimed at aligning the interests of employees and shareholders, enhancing corporate governance, and promoting long-term sustainable development [11][12][27]. Group 1: Employee Stock Ownership Plan Overview - The ESOP is based on relevant laws and regulations, including the Company Law and Securities Law, and is designed to be voluntary and compliant [2][12]. - The plan will involve up to 127 participants, including middle management and key employees, excluding directors and senior management [2][16]. - The total number of shares to be held under the plan will not exceed 1.7456 million shares, representing approximately 0.40% of the company's total share capital [3][24]. Group 2: Funding and Stock Source - The funding for the ESOP will come from employees' legal salaries and self-raised funds, with a maximum fundraising limit of 7.733 million yuan, priced at 1.00 yuan per share [5][22]. - The shares will be sourced from the company's repurchased A-shares, with a purchase price set at 4.43 yuan per share [6][25]. Group 3: Lock-up and Vesting Period - The ESOP will have a duration of 36 months, with shares being unlocked in two phases: 50% after 12 months and the remaining 50% after 24 months [5][28]. - The plan includes provisions for extending the duration with the approval of two-thirds of the participants [5][29]. Group 4: Management and Governance - The ESOP will be managed internally by a management committee, which will oversee daily operations and represent the interests of the participants [6][34]. - A holder meeting will serve as the highest authority for decision-making within the ESOP, requiring a majority vote for significant changes [35][39]. Group 5: Performance Assessment - The performance assessment for the ESOP will be based on the company's financial metrics for the years 2025 and 2026, with specific targets for revenue and net profit [31][33]. - Individual performance will also be evaluated, affecting the unlocking of shares for participants [33].