THDB(SH:600867) Zheng Quan Zhi Xing·2025-09-02 16:26Core Viewpoint - The 2025 Employee Stock Ownership Plan (ESOP) of Tonghua Dongbao Pharmaceutical Co., Ltd. aims to enhance employee motivation and align the interests of shareholders, the company, and employees, thereby promoting sustainable development [1][8]. Summary by Sections Employee Stock Ownership Plan Overview - The ESOP is based on relevant laws and regulations, including the Company Law and Securities Law, and aims to be compliant, voluntary, and risk-bearing for employees [2][8]. - The plan will be managed by an Employee Stock Ownership Plan Management Committee, which will represent the interests of the plan holders [2][23]. Participants and Funding - The initial participants include company directors (excluding independent directors), supervisors, senior management, and core technical staff, with a total of up to 77 participants [3][10]. - The funding for the ESOP will come from employees' legal salaries, self-raised funds, and other legally permitted methods, with a total funding cap of 47.52383 million yuan [3][12]. Stock Source and Quantity - The plan will involve a maximum of 11.07782 million shares, accounting for approximately 0.566% of the company's total share capital, with the initial transfer of shares not exceeding 9.29 million shares [4][13]. - The shares will be sourced from the company's repurchased stock, and the purchase price is set at 4.29 yuan per share [5][14]. Lock-up and Vesting Periods - The ESOP has a total duration of 48 months, with specific lock-up periods for both the initial and reserved shares, which will be unlocked in phases based on performance assessments [6][16]. - The initial shares will have a three-phase unlocking schedule, while the reserved shares will unlock in two phases [16][21]. Performance Assessment - The plan includes both company-level and individual-level performance assessments, with specific financial targets set for the years 2025 to 2027 [17][20]. - The performance metrics will determine the unlocking of shares, with penalties for not meeting the targets [20][22]. Management Structure - The management of the ESOP will be overseen by a committee elected by the plan holders, ensuring that the interests of the participants are safeguarded [22][23]. - The committee will handle daily operations, represent the plan in shareholder rights, and ensure compliance with legal and regulatory requirements [22][26]. Asset Composition and Rights Distribution - The assets of the ESOP will consist of shares held, cash deposits, and other investments, with a clear separation from the company's assets [28][29]. - During the lock-up period, participants cannot claim distributions from the plan, and any dividends received will be reinvested until the lock-up period ends [28][29].