H&R(SZ:000892) Zheng Quan Zhi Xing·2025-08-29 17:47Core Viewpoint - The independent financial advisory report outlines the employee stock ownership plan (ESOP) for Huanyu Century, emphasizing its role in retaining core talent and aligning employee interests with company performance [3][10][11]. Summary by Sections 1. Basic Principles of the Employee Stock Ownership Plan - The ESOP will be implemented in compliance with legal regulations, ensuring voluntary participation without coercion [3][4]. - Participants bear their own risks and profits, maintaining equal rights with other investors [3][4]. 2. Participants and Standards - Eligible participants include company directors (excluding independent directors), senior management, and other core personnel, with a maximum of 35 participants [4][5]. - The total shares held by the ESOP cannot exceed 10% of the company's total equity, and individual holdings are capped at 1% [5][6]. 3. Scale, Source, and Pricing of the ESOP - The ESOP involves a maximum of 10,116,700 shares, representing 1.0313% of the company's total equity [5][6]. - Shares will be sourced from the company's repurchased stock, with a repurchase budget of RMB 30 million to 50 million at a maximum price of RMB 4.2 per share [6][7]. - The subscription price for the shares is set at RMB 2.45 per share, ensuring it is not lower than 50% of the average trading price prior to the plan's announcement [8][10]. 4. Duration, Lock-up Period, and Performance Assessment - The ESOP has a lock-up period of 12 months, with performance assessments based on company revenue growth targets [11][13]. - The company aims for a revenue growth rate of no less than 20% for 2025 [13][14]. 5. Management Model - The ESOP will be managed internally, with a management committee overseeing daily operations and representing participants' rights [16][20]. - The management committee is responsible for convening meetings, managing assets, and ensuring compliance with regulations [20][21]. 6. Changes, Termination, and Rights of Participants - Any changes to the ESOP require approval from two-thirds of the participants and the board of directors [25][26]. - Participants have rights to dividends and other shareholder benefits, but cannot transfer or pledge their shares during the lock-up period [27][28].