Core Viewpoint - The independent financial advisory report assesses the feasibility and implications of the employee stock ownership plan (ESOP) proposed by Hengsheng Electronics, ensuring compliance with relevant regulations and safeguarding shareholder interests [1][2][25]. Summary by Sections Employee Stock Ownership Plan Overview - The ESOP is designed to enhance the company's long-term development and align employee interests with those of shareholders, with a total of 1,267,500 shares available for purchase at a price of 18.99 yuan per share [6][9][8]. - The plan will involve a maximum of 99 participants, including directors, supervisors, senior management, and key employees, with specific limits on share ownership per individual [4][5][3]. Funding and Stock Acquisition - The funding for the ESOP will come from employees' legal salaries, self-raised funds, and other legally permitted sources, with no financial assistance provided by the company [6][25]. - The total amount raised for the ESOP is capped at 24,069,825 yuan, corresponding to the maximum share purchase [6][9]. Duration and Lock-up Period - The ESOP will have a duration of 60 months, starting from the approval date by the shareholders' meeting, with provisions for extension under certain conditions [9][10][25]. - Shares acquired through the ESOP will be unlocked in three phases over 36 months, with specific percentages released at each interval [10][11]. Performance Assessment - The ESOP includes performance assessment criteria at both company and individual levels, with annual targets set for net profit growth [12][13]. - If performance targets are not met, the corresponding shares will not be unlocked, and the management committee will have the authority to reclaim unvested shares [12][13]. Management Structure - The ESOP will be managed by a committee elected by the participants, ensuring transparency and accountability in the management of the plan [17][26]. - The management committee will oversee daily operations and represent the interests of the participants, adhering to legal and regulatory requirements [17][26]. Compliance and Regulatory Adherence - The report confirms that the ESOP complies with relevant laws and regulations, ensuring that it does not facilitate insider trading or market manipulation [25][26]. - The plan has been structured to protect the rights of all shareholders and maintain equitable treatment among participants [25][26].
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2025年员工持股计划(草案)之独立财务顾问报告