Deye(SH:605117) Zheng Quan Zhi Xing·2025-08-25 17:05Core Viewpoint - The article outlines the management measures for the employee stock ownership plan (ESOP) of Ningbo Deye Technology Co., Ltd., emphasizing compliance, voluntary participation, and risk-bearing principles for employees involved in the plan [1][2][3]. Group 1: Principles of the Employee Stock Ownership Plan - The ESOP will adhere to legal compliance, ensuring accurate and timely information disclosure, and preventing insider trading [1][2]. - Participation in the ESOP is voluntary, with no forced allocation to employees [1][2]. - Participants bear their own risks, with equal rights to other investors [2]. Group 2: Implementation Procedures - The board's remuneration and assessment committee will draft the ESOP proposal, which will be reviewed and approved by the board and shareholders [2][3]. - A legal opinion will be obtained from a law firm regarding the ESOP [3]. - The shareholders' meeting will vote on the ESOP, requiring a majority approval from attending shareholders [3]. Group 3: Participants and Funding - Eligible participants include directors (excluding independent directors), supervisors, senior management, and key personnel who have signed labor contracts with the company [4]. - The total number of participants is capped at 800, with the board having the authority to adjust the list based on employee changes and assessments [4]. - The ESOP aims to raise a maximum of 50 million yuan, with each share priced at 1 yuan [5]. Group 4: Stock Source and Pricing - The shares for the ESOP will come from the company's repurchased shares, with a limit of 10% of the total share capital for all employee stock plans combined [5]. - The purchase price for the repurchased shares is set at 30.19 yuan per share, which is 57.57% of the average repurchase price [5][6]. Group 5: Duration and Lock-up Period - The ESOP will have a duration of 60 months, starting from the approval date by the shareholders [6]. - Shares obtained through the ESOP will have a lock-up period of 12 months, with specific unlocking ratios based on performance assessments [6][7]. Group 6: Performance Assessment - The company has established performance assessment criteria for both company-level and individual-level evaluations, with the first assessment target set at a net profit of less than 3.1 billion yuan for 2025 [8]. - Individual performance will be evaluated based on existing management systems, with a clear unlocking coefficient based on performance results [8][9]. Group 7: Management and Rights of Participants - The internal management structure of the ESOP includes a holder meeting and a management committee responsible for daily management and safeguarding participants' rights [10][11]. - Participants have voting rights and are obligated to not transfer or pledge their stock rights [10][11]. Group 8: Changes and Termination of the ESOP - Any changes to the ESOP require approval from more than 50% of the voting rights at the holder meeting and must be submitted to the board for review [13]. - The ESOP can be terminated early with the consent of more than 50% of the voting rights at the holder meeting [14].