Core Viewpoint - The company has established a third employee stock ownership plan (ESOP) to enhance employee engagement and align their interests with the company's performance, ensuring compliance with relevant laws and regulations [1][2][3]. Group 1: Employee Stock Ownership Plan Principles - The ESOP is based on principles of legal compliance, voluntary participation, and risk-bearing by participants [2][4]. - Participants in the ESOP include certain directors, senior management, and core employees, with a total of no more than 100 participants [4][5]. Group 2: Funding and Stock Sources - The total funding limit for the ESOP is set at 10,148.46 million yuan, with each share priced at 1.00 yuan [5]. - The stock for the ESOP will come from the company's repurchased shares, totaling up to 1,533 million shares, which is approximately 0.45% of the company's total share capital [6]. Group 3: Plan Duration and Lock-up Period - The ESOP will have a duration of 48 months, starting from the date the last share is transferred to the plan [7]. - The lock-up period for the shares will last a maximum of 36 months, with shares being unlocked in three phases based on performance metrics [7][8]. Group 4: Performance Assessment Criteria - The performance assessment for unlocking shares is based on revenue and net profit growth rates, with specific targets set for the years 2025 to 2027 [8][9]. - Individual performance will also be evaluated, affecting the proportion of shares that can be unlocked [10]. Group 5: Management and Governance - The ESOP will be managed by a committee elected by the participants, which will oversee daily operations and represent the interests of the participants [13][16]. - The management committee is responsible for ensuring compliance with laws and the plan's regulations, and it has the authority to make decisions regarding the plan's operations [17][19]. Group 6: Rights and Obligations of Participants - Participants in the ESOP have specific rights and obligations, including the prohibition of transferring their shares without approval [14][20]. - The plan's assets are separate from the company's assets, ensuring that the funds and shares are managed independently [18].
XD中天科: 江苏中天科技股份有限公司第三期员工持股计划管理办法(修订稿)