Employee Stock Ownership Plan (or ESOP) is becoming a key part of employee remuneration and welfare package in China these days. Formulating and implementing an effective ESOP plan is an important and challenging project involving many factors. Every successful ESOP needs not only to comply with various regulatory requirements but also to balance such key factors as its purpose, validity term, exercise conditions and tax burdens. For general reference by our clients and friends, we have prepared this memorandum to provide a brief introduction of applicable PRC laws and practice governing adoption and implementation of ESOPs by onshore PRC companies as well as offshore public companies.