1. Employee shareholding platform

1. Concept

The shareholding platform is a commonly used operating model in the company's implementation of equity incentives. Specifically, In other words, a limited partnership or a special purpose company is established outside the parent company with the incentive object as the main member, and then the limited partnership or special purpose company is used to hold the equity of the parent company, thereby realizing the indirect holding of the incentive object. There is a purpose of parent company equity.

2. Employee shareholding conditions

In other equity incentives in the past, the incentive targets personally held the reward shares of the parent company. However, in the employee shareholding platform, individual employees cannot directly hold shares of the parent company, but hold shares indirectly through the shareholding platform. As a shareholder of the shareholding platform or a subscriber of shares, he must Being a formal employee of the company is a major prerequisite. The shares of this platform held by employees cannot be inherited or transferred. If an employee leaves the company, for example, retires or resigns, or the employee violates the company's rules and regulations and is dismissed or expelled from the company, or the employee dies due to an accident. , then all the shares he holds must be acquired by the holding company, that is, the shareholding platform, and then redistributed to new, that is, motivated employees.

Employees cannot directly participate in the parent company's shareholders' meeting to exercise shareholder rights. Usually, the shareholding platform will select several representatives from among the employees to participate in the parent company's employee representatives. At the conference, shareholding employees participate in the parent company's profit dividends through this secondary profit distribution. That is to say, the employee shareholding platform first enjoys the company's profit distribution, and then the shareholding company will share the profits based on the number of individual employee shares. Carry out a secondary profit distribution.

2. Employee shareholding platform model

At present, under the current market environment, the main models of shareholding platforms include corporate shareholding platforms and limited partnership shareholding platforms. There are also shareholding platforms and trust holdings of foreign listed companies. Commonly used are corporate shareholding platforms and limited partnership shareholding platforms.

1. Company-type employee shareholding platform

First of all, let’s talk about the company-type shareholding platform. A shareholding company refers to a limited liability company or a company established with joint investment by employees. It is a joint-stock company. Of course, the investment is sometimes symbolic or at a very favorable price. Moreover, now that the company law has been reformed, there is no minimum requirement for registered capital, so the cost of setting up a company is very low for employees. The only purpose of setting up a company is to transfer the equity of the parent company, thereby achieving indirect ownership by employees. There is equity in the parent company. However, the characteristic of the corporate shareholding platform is that the tax is very high. Excluding some special discounts and tax planning, first of all, the shareholding platform needs to pay 25% corporate income tax when it distributes profits from the parent company, and individual employees If you want to distribute profits from the shareholding platform, you need to pay 20% personal income tax, so this involves a double taxation issue.

2. Limited partnership employee shareholding platform

The second shareholding platform model is also the most commonly used, which is the limited partnership shareholding platform. Limited partnerships in China It is a relatively new business form. In 2006, our country promulgated the "Partnership Law" which officially confirmed the limited partnership system. The partners of a limited partnership are divided into general partners, commonly known as managing partners or GPs. ; The other is limited partners, also called LPs. Limited partnerships are composed of these two types of partners. The general partner performs affairs and assumes management functions, and generally serves as an executive partner, while the limited partner only serves as an investor and does not participate in the management of the enterprise. Therefore, the shareholders do not directly hold the company's equity, but all shareholders are placed in the company. In a limited partnership, the shareholders here refer to employee stockholding, and then the limited partnership holds the equity of the parent company, and at the same time, the founder of the parent company and the company under its founder's name serve as the GP of the limited partnership to control the entire limited partnership. Partnership, and then holds and controls part of the company's equity through a limited partnership. Other shareholders except the founder can only be LPs of the limited partnership. This LP mainly refers to employee stockholding. Employees only enjoy economic benefits and do not participate. day-to-day management of the limited partnership, so he cannot control the parent company through the limited partnership.

3. Overseas employee shareholding platform

With the further opening of the market, more and more domestic companies are entering the overseas capital market to list, which also involves employee equity incentives The problem usually arises from overseas listed companies’ stock incentive plans for directors, supervisors, senior managers, other employees of domestic companies and other individuals who have employment or labor relations with the company. It includes employees. Equity incentive methods permitted by laws and regulations, such as stock ownership plans and stock option plans, are very complicated to operate because overseas equity incentives involve our country’s foreign exchange controls. Once there is a dispute, it is difficult to safeguard the interests of employees. of.

4. Employee Stock Ownership Trust

The fourth model of employee stock ownership platform refers to employee stock ownership trust. Employees buy the company’s stocks and entrust them to the trust institution for management and use. , he will enjoy the trust arrangement in the trust institution after retirement. Part of the trust funds handed over to the trust institution will come from employees' wages, and the other part will be funded by the company in the form of bonuses to employees to purchase the company's stocks. Employee stock ownership The trust layer was once considered to be an effective way to arrange employee stock ownership. However, it may be because the trust arrangement conceals the interested parties behind the trust. Therefore, the China Securities Regulatory Commission has been reviewing the stock issuance if there are any problems in the issuer's stock structure. Trust holding arrangements are not encouraged, so there are very few cases of successful listings using trust holdings in the A-share market, almost non-existent.