Core Viewpoint - The report outlines the independent financial advisory opinion on the employee stock ownership plan (ESOP) proposed by Zhiyou Technology Co., Ltd., emphasizing its feasibility, benefits for sustainable development, and non-detrimental impact on shareholder interests [1][2][3]. Summary by Sections 1. Definitions - The report defines key terms related to the employee stock ownership plan, including "Zhiyou Technology," "employee stock ownership plan," and "participants" [1]. 2. Declaration - The independent financial advisor confirms that the report is based on information provided by Zhiyou Technology and emphasizes the accuracy and completeness of the data [2][3]. 3. Basic Assumptions - The report is based on assumptions regarding the stability of current laws and regulations, the reliability of provided information, and the absence of unforeseen adverse factors affecting the ESOP [3]. 4. Main Content of the Employee Stock Ownership Plan - The ESOP participants include key personnel such as directors, supervisors, senior management, and core technical/business staff, with a maximum of 46 participants initially [4][5]. - The plan allows for the redistribution of unclaimed shares among eligible employees if some choose not to participate [8]. 5. Funding Sources and Stock Details - The total funding for the ESOP is capped at RMB 14.57 million, with each share priced at RMB 1.00 [8][9]. - The shares will be sourced from the company's repurchased stock, with a total of up to 1.2285 million shares allocated for the plan [9][10]. 6. Purchase Price Determination - The purchase price for the shares under the ESOP is set at RMB 11.86 per share, reflecting 60% of the average trading price prior to the announcement of the plan [11][12]. 7. Duration and Lock-up Period - The ESOP has a maximum duration of 60 months, with a lock-up period of 12 months from the date of share transfer [15][16]. 8. Performance Assessment - The performance assessment for the ESOP spans from 2025 to 2027, with specific revenue and profit growth targets set for each year [17][18]. 9. Management Structure - The ESOP will be managed by a management committee elected by the participants, responsible for daily operations and representing the interests of the participants [21][22]. 10. Voting Procedures - The voting process for the management committee and other significant decisions will follow a structured procedure, ensuring that all participants can express their opinions and vote [23][24].