JHT(SH:603061) Zheng Quan Zhi Xing·2025-06-27 16:25Core Viewpoint - The report outlines the independent financial advisory opinion on the feasibility and implications of the employee stock ownership plan (ESOP) proposed by Tianjin Jinhaitong Semiconductor Equipment Co., Ltd, emphasizing its potential benefits for the company's sustainable development and shareholder interests [2][3]. Summary by Sections Basic Assumptions - The report is based on the assumption that there will be no significant changes in national laws, regulations, or policies, and that all information provided by the company is accurate and complete [3]. Main Content of the ESOP - The ESOP will be implemented in strict accordance with legal and regulatory requirements, ensuring voluntary participation from employees without coercion [4]. - The plan will include a maximum of 192 participants, primarily consisting of directors, supervisors, senior management, and key personnel [4]. Funding and Stock Details - The total funding for the ESOP will not exceed RMB 85.66832 million, with each share priced at RMB 40.13, allowing for a maximum of 2.13477 million shares to be purchased [5][6]. - The shares will be sourced from the company's repurchased A-shares, with a total of 1,734,770 shares currently held for the ESOP, representing 2.89% of the total share capital [7][8]. Pricing and Adjustments - The purchase price for the shares is set at RMB 40.13, which is based on the average trading price prior to the announcement of the plan [8][9]. - Adjustments to the purchase price may occur in the event of stock splits, dividends, or other corporate actions [10]. Distribution of Shares - The initial allocation of shares will see directors and senior management holding 43.077 million shares (20.18% of the total), while key personnel will hold 130.4 million shares (61.08%) [11]. - A reserve of 400,000 shares (18.74%) will be set aside for future allocation [12]. Duration and Lock-up Period - The ESOP will have a duration of 60 months, with the possibility of extension if certain conditions are met [14]. - Shares will be unlocked in two phases, with 60% available after 12 months and 40% after 24 months [15]. Performance Assessment - The ESOP includes performance targets based on revenue growth, with specific thresholds set for unlocking shares [16][17]. - Individual performance assessments will also influence the unlocking of shares, linking employee rewards to both company and personal performance [18]. Management Structure - The ESOP will be managed by a committee responsible for overseeing daily operations and ensuring compliance with regulations [20][21]. - Holders of the shares will have voting rights in the management committee, which will be responsible for key decisions regarding the ESOP [22][24]. Changes and Termination - Any changes to the ESOP must be approved by a two-thirds majority of the holders, and the plan can be terminated under specific circumstances [28][29]. - Upon termination, the assets will be distributed according to the holders' shares, with a clear process for liquidation and distribution of funds [30].