Core Viewpoint - The company is implementing an employee stock ownership plan (ESOP) to enhance employee engagement, align interests between employees and shareholders, and promote long-term sustainable development [2][6][9]. Group 1: Purpose and Principles of the Employee Stock Ownership Plan - The ESOP aims to establish a profit-sharing mechanism between employees and shareholders, improve corporate governance, and enhance employee cohesion and competitiveness [6][7]. - Participation in the ESOP is voluntary, and the company will not force employees to join [6][7]. - Participants bear their own risks and have equal rights with other investors [6][7]. Group 2: Participants and Allocation Standards - The ESOP will include up to 99 employees, including 11 directors and senior management [3][6]. - The total number of shares allocated to the ESOP will not exceed 1.2675 million shares, representing 0.07% of the company's total share capital [10][11]. - Individual participation is capped at 1% of the total share capital for any single participant [3][6]. Group 3: Funding and Stock Sources - The total funding for the ESOP is capped at RMB 24,069,825, with shares priced at RMB 18.99 each [7][10]. - The shares will be acquired through non-trading transfers from the company's repurchased stock [7][10]. Group 4: Lock-up Period and Performance Assessment - The ESOP has a lock-up period with shares unlocking in three phases: 30% after 12 months, 30% after 24 months, and 40% after 36 months [11][14]. - Performance targets are set for net profit growth of at least 10% annually from 2025 to 2027, based on the previous year's net profit [11][14]. Group 5: Management and Governance - The ESOP will be managed by a management committee elected by the participants, ensuring the protection of their rights [16][19]. - The committee is responsible for daily management and must adhere to legal and regulatory requirements [19][25]. Group 6: Rights and Obligations of Participants - Participants have the right to dividends and must comply with the plan's terms, including the payment of taxes on any gains [25][26]. - Participants cannot transfer their shares during the lock-up period and must adhere to the plan's rules regarding participation and exit [25][26].
恒生电子: 恒生电子股份有限公司2025年员工持股计划(草案)摘要