奥飞娱乐: 2025年员工持股计划（草案）摘要

Core Points - The 2025 Employee Stock Ownership Plan (ESOP) of Aofei Entertainment aims to enhance the alignment of interests between employees and shareholders, improve corporate governance, and boost employee motivation and creativity for sustainable development [2][8][17] - The plan is subject to approval by the company's shareholders' meeting, and its implementation is uncertain until such approval is obtained [1][2] - The plan will involve a maximum of 7.42 million shares, representing no more than 0.50% of the company's total share capital of 1,478.6997 million shares [3][11] Summary by Sections Plan Overview - The ESOP is established in accordance with relevant laws and regulations, including the Company Law and Securities Law of the People's Republic of China [2] - Participation is voluntary, and employees will not be forced to join the plan [2][9] Participants - The plan targets key personnel, including directors (excluding independent directors), supervisors, senior management, and core employees, with a total of no more than 37 participants [2][9] - The maximum subscription amount for the plan is set at 35.9128 million units, with individual holdings capped at 1% of the total share capital [9][10] Stock Source and Pricing - The shares for the ESOP will be sourced from the company's repurchased shares, with a purchase price of 4.84 RMB per share [4][11][12] - The total repurchase amount is between 80 million and 130 million RMB, with a maximum repurchase price of 14 RMB per share [12] Duration and Lock-up Period - The ESOP will have a duration of 60 months, with shares unlocking in two phases after 12 and 24 months, each releasing 50% of the shares [14][15] - The plan includes performance assessments based on company revenue and net profit for the years 2025 and 2026 [17][18] Management and Governance - The plan will be managed by a dedicated committee, which will represent the interests of the participants and ensure compliance with regulations [5][21] - The shareholders' meeting is the highest authority for approving the ESOP, while the board of directors will oversee its implementation [21][27] Financial and Tax Considerations - Participants will bear their own tax liabilities arising from the ESOP, and the company will not provide any financial assistance for participation [4][6] - The plan will not alter the company's control or affect its compliance with listing requirements [6][11]