恒生电子: 恒生电子股份有限公司2025年员工持股计划（草案）

Core Viewpoint - The employee stock ownership plan (ESOP) of Hang Seng Electronics aims to enhance employee engagement and align their interests with shareholders, promoting long-term sustainable development of the company [2][12][34] Group 1: Purpose and Principles of the ESOP - The ESOP is designed to establish a profit-sharing mechanism between employees and shareholders, improve corporate governance, and enhance employee cohesion and competitiveness [9][12] - Participation in the ESOP is voluntary, and the company will not force employees to join [9][12] - Employees bear their own risks and profits, ensuring equal rights with other investors [9][12] Group 2: Participants and Allocation - The ESOP will include a maximum of 99 participants, consisting of directors (excluding independent directors), supervisors, senior management, and other key employees deemed eligible by the board [8][12] - The total number of shares to be subscribed under the ESOP is capped at 1,267,500 shares, representing 0.07% of the company's total share capital [8][12] - The allocation of shares among participants is defined, with specific limits for individual holdings [8][12] Group 3: Funding and Stock Sources - The funding for the ESOP will come from employees' legal salaries, self-raised funds, and other legally permitted sources, with a total fundraising cap of 24,069,825 yuan [9][12] - The company will acquire up to 1,267,500 shares through non-trading transfers from its repurchased stock [9][12] Group 4: Pricing and Valuation - The purchase price for the shares under the ESOP is set at 18.99 yuan per share, which is not lower than 50% of the average trading price on the day before the plan was announced [10][12] - This pricing strategy aims to promote long-term development and protect shareholder interests [11][12] Group 5: Lock-up Period and Performance Assessment - The ESOP includes a lock-up period with shares being unlocked in three phases: 30% after 12 months, 30% after 24 months, and 40% after 36 months [13][12] - Performance assessment will be based on company-wide and individual metrics, with specific profit growth targets set for the years 2025 to 2027 [15][12] Group 6: Management and Governance - The ESOP will be managed by a management committee representing the participants, ensuring the protection of their rights and interests [22][12] - The board of directors is responsible for drafting and modifying the ESOP, with oversight from the supervisory board [17][12]