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The issue is whether ESOP is accessible to State Owned Enterprises in the PRC under heavy regulations from governments.This note will explore this, using two cases as examples: the reorganization of Legend Holdings Ltd.;and TCL Corporation Evasion of the Regulations While not clearly specified but functionally implemented, the administrative regulations had a final say in whether or not ESOP was legally feasible....Now it is time to lay this ill-conceived issue to rest....