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威派格: 上海妙道企业管理咨询有限公司关于威派格股份有限公司2025年员工持股计划(草案)之独立财务顾问报告

Core Viewpoint - The report serves as an independent financial advisory opinion on the 2025 employee stock ownership plan of Shanghai Weipai Ge Smart Water Co., Ltd, ensuring compliance with relevant laws and regulations while assessing the plan's impact on the company and its shareholders [1][2][28]. Summary by Sections Independent Financial Advisor's Declaration - The independent financial advisor, Shanghai Miaodao Enterprise Management Consulting Co., Ltd, confirms the authenticity and completeness of the information provided by Weipai Ge for the employee stock ownership plan [1][2]. Basic Assumptions - The report is based on assumptions that current laws and regulations will not change significantly, and that all provided information is accurate and complete [3][4]. Main Content of the Employee Stock Ownership Plan - The plan allows participation from directors, supervisors, senior management, and key personnel, with a total funding cap of 36.81 million yuan, divided into units of 1 yuan each [5][6]. - The maximum number of shares to be held under the plan is 10.34 million shares, representing 1.81% of the company's total equity [8][9]. Funding and Stock Sources - The funding for the plan will come from employees' legal salaries and self-raised funds, with no financial assistance from the company [6][8]. - The stocks will be sourced from shares repurchased by the company, with a total of 10,939,797 shares repurchased at an average price of 6.40 yuan per share [8][9]. Lock-up Period and Performance Assessment - The lock-up period for the shares will be 12, 24, and 36 months, with performance targets set for net profits of 30 million yuan in 2025, 100 million yuan in 2026, and 200 million yuan in 2027 [10][12][13]. Management and Governance - The plan will be managed by a management committee elected by the participants, with a highest authority being the holders' meeting [15][19]. - The management committee is responsible for daily operations and ensuring compliance with the plan's regulations [19][20]. Changes and Termination of the Plan - The plan can be modified or terminated based on significant corporate changes such as mergers or changes in control, requiring approval from the holders' meeting [22][27]. - Upon termination, the assets will be liquidated and distributed according to the participants' shares [27][28].