Question 1: What is employee stock ownership?

Question 2: What does employee stock ownership mean?

Employee stock ownership refers to a way for employees to participate in the restructuring of state-owned enterprises and actively convert their economic compensation or debt to the enterprise into shares, switching from cash compensation or debt repayment to equity compensation or repayment.

Employees of restructured enterprises can choose to establish employee shareholding trusts, hold shares through a holding company, hold multiple shares per share, or entrust individuals to conduct employee shareholding based on the actual situation of the enterprise and in accordance with relevant regulations.

The main features of the employee stock ownership plan (system):

(1) The shareholder or subscriber must be an employee working for the company;

(2) The shares of the company subscribed by employees cannot be transferred, traded, or inherited;

(3) Employee shares can be formed in the following four ways:

---Employees subscribe for company shares through cash subscription;

---Employees subscribe for company shares through employee stock ownership special loan funds;

---The company will subscribe over the years Accumulated public welfare funds are converted into employee shares and transferred to employees;

---Reward bonus shares to form employee stock ownership.

(4) Participants of the employee stock ownership plan participate in the company’s profit sharing plan through secondary profit distribution. That is, the company enjoys profit distribution in the name of the labor union or employee representative association, and then a specialized organization (employee stock ownership management committee) makes a secondary profit distribution based on the employee's personal shareholding amount.

The main contents of the employee stock ownership plan (system)

1. Equity setting and shareholding ratio

(1), approved by the company’s shareholders’ meeting or property rights unit Agree, in principle, internal employee shares can be set up in two ways: first, by increasing capital and expanding shares, and second, by transferring property rights.

(2) Employee shareholding scale: Enterprises can determine the proportion of total internal employee shares to the company’s total share capital based on the scale of the enterprise, operating conditions and employee purchasing power. To determine the proportion by yourself, refer to the following Principle of proportionality:

*The company’s total share capital is about 50 million to 200 million yuan, and the employee shareholding ratio accounts for about 35% of the total share capital.

*The company’s total share capital is about 10 million to 50 million yuan, and the employee shareholding ratio accounts for about 35%-50% of the total share capital.

*The company’s total share capital is less than 10 million yuan, and the employee shareholding ratio accounts for more than 50% of the total share capital.

(3) For capital-intensive high-tech enterprises and commercial enterprises, the employee shareholding ratio can be appropriately relaxed with the consent of the company's shareholders' meeting or property rights unit.

2. Share allocation for employee stockholding

The stockholding qualifications of employees working in the company are democratically determined by each company.

Non-company employees are not allowed to participate in internal employee stock ownership in any way.

Employee stock subscriptions should follow the following principles:

(1) Adhere to the principle of maximum risk sharing and maximum benefit sharing;

(2) Adhere to the principle of voluntary capital contribution;

(3) Adhere to the principles of justice, fairness and impartiality.

The company should determine the amount of shares subscribed by employees through a scoring method based on factors such as the employee’s individual position, professional title, education, length of service, and contribution. The specific scoring method is determined by each company.

The company should formulate an employee share subscription plan, which should be implemented after collective discussion among shareholding employees and approval by the company's shareholders' meeting or property rights unit.

3. Procedures for employees to subscribe for shares:

(1) Employees apply for stock purchase to the trade union;

(2) The trade union examines employees’ stock-holding qualifications;< /p>

(3) Determine the individual shareholding amount based on the employee share subscription plan;

(4) Announce the employee shareholding limit;

(5) Go through the share purchase procedures ;

(6) Employees pay stock purchase funds to the labor union, and the labor union issues an "Employee Equity Certificate" to employees

(7) The company should properly

Keep the employee shareholding list and submit it to the approval department for filing.

Principles of shareholding of chairman and general manager. The shareholdings of the chairman and managers and the shareholdings of general employees should maintain a reasonable ratio. In principle, it should be 5 times the average shareholdings of employees? 0 times.

Principles for shareholding of senior managers and major business and technical personnel. Depending on the specific circumstances, the company may appropriately increase the shareholding quota of operating management personnel, business and technical backbones.

4. Source of funds for employees to subscribe for shares

The source of funds for employees to purchase shares is contributed by individuals, which can be in the following three ways:

Individual contributions in cash Purchase shares;

Guaranteed by the company's non-employee shareholders, borrow (borrow) money from banks or asset management companies to purchase shares;

The company's public welfare funds can be designated as special funds to lend to employees for purchase The borrowing interest rate is determined by the company's shareholders' meeting or property rights unit with reference to bank loan interest rates.

5. High-tech enterprises can price their scientific and technological achievements and distribute them into shares to contributing operators and technical backbones, but they should meet the following conditions:

Accredited by qualified or statutory institutions A high-tech enterprise;

According to the "Law of the People's Republic of China on Promoting the Transformation of Achievements", 20% of the profits generated from the successful transformation of scientific and technological achievements in the past three to five years will be distributed in the form of shares. ;

The stock conversion and distribution plan for scientific and technological achievements must be implemented with the approval of the shareholders’ meeting or property rights unit.

6. Scientific and technical personnel whose personal patented technologies and non-technical technologies have been invested in the company at a discount will no longer enjoy the provisions of the preceding article.

7. Among the sources of funds for internal employee stockholding, the cash investment of current employees shall not be less than 60% of the amount that should be subscribed; the subscription of loans (borrows) shall not be higher than 40% of the amount that should be subscribed. %;

8. "Reserved shares" in the implementation of the employee stock ownership plan

(1) According to the original development needs, the company can set up the total internal employee shareholdings. Part of the shares are reserved for subscription by qualified new employees.

(2) The reserved shares are purchased in one go by the employee stock ownership association and are responsible for management and operation.

(3) The main ways for the employee stock ownership association to repay the principal and interest of the borrowed funds:

Annual dividends from reserved shares;

Payments for new employees to subscribe for shares share capital;

(4) According to the relevant provisions of these regulations, shares subscribed by new employees shall be calculated based on the company’s book net asset value per share at the end of the previous year.

(5) When an employee leaves the company and no longer holds internal employee shares, his or her shares will be repurchased by the Employee Stock Ownership Association and converted into reserved shares.

Leaving the company refers to circumstances such as transfer, retirement, voluntary resignation, suspension of employment without pay, dismissal or dismissal, dismissal or death.

9. Repurchase of employee shares

When an employee leaves the company, his or her shares will be repurchased by the employee stockholder and converted into reserved shares. The employee stock ownership association should return individual stock payments, and the shares are calculated based on the company's book net asset value per share at the end of the previous year;

When an employee dies, the employee stock ownership association will calculate the company's shares based on the company's book net asset value per share at the end of the previous year. The shares held by the employee will be repurchased and converted into reserved shares, and the share money will be returned to his legal heirs.

10. Repurchase of operator’s shares

The repurchase of operator’s shares must be approved by the production unit or shareholders’ meeting;

The operator leaves the company , after the resignation audit, the employee stock ownership association will repurchase the shares according to the audited book net asset value per share and convert them into reserved shares, and the share money will be returned to the individual.

11. Repurchase of shares in which technical personnel enjoy the conversion of scientific and technological achievements into shares

If the shares held by technical personnel in the conversion of scientific and technological achievements into shares are less than three years old and leave the company, they will be repurchased by the employee stock ownership association. The shares will be converted into reserved shares, and 30% to 50% of the share capital may be paid to the individual at his or her discretion;

Scientific and technological personnel who hold shares converted from scientific and technological achievements will leave the company after more than three years. Its shares will be repurchased by the Employee Stock Ownership Association based on the book net asset value per share at the end of the previous year, and the share capital will be paid to the individual.

12. Employee Stock Ownership Management Organization---Employee Stock Ownership Management Committee (or Board of Directors)

(1) Companies that implement internal employee stock ownership should be Employees elect an employee stock ownership committee. The employee stock ownership association is the management organization responsible for the centralized custody and daily management of employee shares.

(2) The employee stock ownership association shall handle industrial and commercial registration in the name of the trade union corporate body and serve as one of the shareholders of the company.

(3) The employee stock ownership meeting should be set up based on the principles of being lean, efficient and mainly part-time. Its members should be stock-holding employees with experience in corporate management and equity management.

(4) Employee shareholder representatives elected by share-holding employees shall enter the company’s shareholders’ meeting, board of directors and board of supervisors in accordance with the Company Law and other relevant laws and regulations, represent the rights and interests of share-holding employees, and exercise the rights and interests of the company’s shareholders , powers of directors and supervisors, and corresponding responsibilities and obligations.

(5) Directors and supervisors representing shareholding employees should fully express the opinions of shareholding employees when participating in company decision-making to safeguard their legitimate rights and interests.

13. Basic responsibilities of the Employee Stock Ownership Management Committee (or Board of Directors):

Responsible for convening and chairing employee shareholder meetings;

Responsible for the daily management of employee equity Work and collect and organize employee opinions;

Regularly report the work status of the employee stock ownership meeting to stock-holding employees;

Manage the reserve fund of the employee stock ownership meeting;

Other duties.

For companies with a small number of employees and small registered capital, upon approval, shareholding employees can register as natural person shareholders, and there will no longer be an employee stock ownership meeting.

14. The reserve fund system in the implementation of the employee stock ownership plan

(1) The reserve fund refers to the employee stock ownership that will be used to purchase internal employee reserved shares and repurchase Special working capital that is separated from the shares held by employees of the company.

(2) Sources of reserve funds:

Funds loaned (borrowed) in the name of the employee stock ownership association;

New employees subscribe for shares Funds paid;

Annual dividends from internal employees’ reserved shares.

(3) Use of reserve funds:

Purchase reserved shares;

Repurchase shares held by employees of the company who have left the company;

The return of employee stock ownership will be the principal and interest of the loan (borrowed) used to purchase reserved shares.

(4) The reserve fund must be earmarked for special use, and the company's financial department shall set up a special account and be responsible for accounting. Daily expenditures of funds are approved by the person in charge of the employee stock ownership committee. Major expenditures are discussed and decided by stock-holding employees, and the income and expenditures are announced to stock-holding employees every year.

15. Dividend distribution rules of employee stock ownership plans

Companies that implement internal employee stock ownership should distribute profits in accordance with the Company Law. State-owned property rights or the interests of other shareholders shall not be harmed. Shareholding employees shall enjoy the company's dividend distribution in accordance with the law.

Stock-holding employees should repay the principal and interest of the loan in accordance with the provisions of the loan contract with the dividends distributed. The portion of the dividend distribution that is insufficient to repay the principal and interest of the loan for the year will be gradually deducted from the employee's salary or bonus.

The reserved share dividends are used to repay the principal and interest of the loan (borrow). After the loan (borrow) is paid off, it will be converted into reserve funds.

Entries with operating difficulties implement employee stock ownership. With the approval of relevant government departments, dividends from employee shares can enjoy preferential tax policies.

16. Approval procedures for companies that implement employee stock ownership plans

(1) For companies that plan to implement internal employee stock ownership, the labor union will propose employee stock ownership recommendations to the property rights unit of the company’s board of directors .

(2) The company's board of directors should make a resolution on the suggestions put forward by the labor union and formally submit a report on the implementation of the employee stock ownership system to the company's shareholders' meeting or property rights unit.

(3) After the company’s shareholders’ meeting or the Ministry of Finance of the ownership unit make a resolution or opinion on the implementation of the internal employee stock ownership system, the company shall submit it for approval through the following channels;

Municipal wholly-owned, Holding enterprises shall be examined and approved by the affiliated asset management companies and reported to the Municipal Restructuring Office for filing;

District-owned and holding enterprises shall be approved by the respective district governments or district asset management companies;

Other state-owned enterprises Holding and joint-stock enterprises shall be examined and approved by the Municipal Sports Office.

(4) After receiving the application approval document, the company will immediately carry out various preparations for the internal employee stock ownership system. The city’s restructuring office must provide guidance, training and guidance to employee stock ownership pilot enterprises. Coordinate work.

(5) The company shall submit employee stock ownership implementation plan, asset assessment report and other relevant materials for approval according to the channels in Article 47 of these regulations.

(6). After receiving the approval of the implementation plan, the company shall register with the Wage Bureau.

17. Asset evaluation procedures and principles when implementing employee stock ownership plans

(1) Enterprises that implement internal employee stock ownership shall be entrusted by the property rights department or company shareholders during restructuring A certified public accountant firm with a good reputation and qualifications for state-owned asset appraisal conducts asset appraisal.

(2) The asset appraisal report issued by a certified public accounting firm must be confirmed by the asset management company or the company’s shareholders’ meeting.

Employee Stock Ownership Management Committee (Board of Directors)

Establishment procedures, organizational structure, rights and obligations

The Employee Stock Ownership Management Committee is based on the company's articles of association and corporate restructuring Relevant laws and regulations, a group formed by stock-holding employees, registered in the name of a trade union corporate body, representing stock-holding employees to participate in the company's shareholders' meeting or shareholder representative meeting as a group shareholder and exercising shareholder rights, and assuming civil liability in the name of the company's trade union corporate body. Responsible organization.