LSGC(SH:600738) Zheng Quan Zhi Xing·2025-06-13 09:30Core Viewpoint - The report outlines the independent financial advisory opinion regarding the 2025 Employee Stock Ownership Plan (ESOP) of Lanzhou Lishang Guochao Industrial Group Co., Ltd, emphasizing its feasibility and potential benefits for the company's sustainable development and talent retention [2][3]. Summary by Sections Definitions - The report defines key terms related to the company, the employee stock ownership plan, and the advisory firm involved, ensuring clarity in the context of the report [1]. Independent Financial Advisory Opinion - The advisory firm was commissioned to evaluate the ESOP based on relevant laws and regulations, ensuring that the information provided by the company is accurate and complete [2][3]. Basic Assumptions - The opinions expressed in the report are based on assumptions regarding the stability of laws, regulations, and the market environment, as well as the accuracy of the information provided by the company [3][4]. Main Content of the Employee Stock Ownership Plan - The ESOP is designed to include up to 45 participants, primarily consisting of directors, supervisors, senior management, and key personnel, with specific eligibility criteria outlined [4][6]. - The total funding for the ESOP is capped at 22.4852 million yuan, with each share priced at 1 yuan, allowing for a maximum of 22.4852 million shares to be issued [6][8]. - The plan includes a reserved share allocation of 2.68 million shares, representing 11.92% of the total, to attract and retain talent [7][9]. Funding and Stock Sources - The funding for the ESOP will come from employees' legal salaries and self-raised funds, with no financial assistance provided by the company [8][9]. - The stocks for the ESOP will be sourced from shares repurchased by the company, with a total repurchase amount not less than 50 million yuan [9][10]. Stock Purchase Price and Adjustments - The purchase price for the shares under the ESOP is set at 2.68 yuan per share, with adjustments made for any corporate actions such as stock splits or dividends [10][11]. Duration and Lock-up Period - The ESOP will commence upon approval and will have a defined duration, with a lock-up period of 12 months for the reserved shares [13][14]. Performance Assessment - The performance assessment for the ESOP will be based on the company's net profit, with specific targets set for 2025 [15][16]. Management Structure - The ESOP will be managed by a committee responsible for overseeing daily operations and ensuring compliance with regulations, with a governance structure in place for decision-making [17][18]. Rights and Obligations - The rights and obligations of the management committee and the participants are clearly defined, ensuring accountability and transparency in the management of the ESOP [21][22]. Asset Composition and Distribution - The assets of the ESOP will be kept separate from the company's assets, with distributions made based on the participants' holdings at the end of the plan's duration [28][29].