1, concept
Shareholding platform is a common operation mode in the process of implementing equity incentive. Specifically, it is to form a limited partnership or special purpose company with the motivated object as the main member outside the parent company, and then use the limited partnership or special purpose company to hold the equity of the parent company, so as to realize the purpose of indirectly holding the equity of the parent company by the motivated object.
2. Employee stock ownership
In other previous equity incentives, the incentive object holds the incentive shares of the parent company as an individual. However, in the employee stock ownership platform, employees cannot directly hold shares in the parent company, but indirectly hold shares through the stock ownership platform. As a shareholder of the equity platform or a subscriber of shares, it is a major premise that he must be a formal employee of the enterprise. The shares of this platform held by employees cannot be inherited and transferred. If employees leave the enterprise, such as retirement, resignation, dismissal or dismissal in violation of company rules and regulations, or accidental death, all the shares they hold must be acquired by the holding company, that is, the holding platform, and then redistributed to new employees, that is, motivated employees.
Employees cannot directly participate in the parent company's shareholders' meeting and exercise shareholders' rights. Usually, several representatives will be selected from the shareholding platform, and several employee representatives will be selected from the employees to attend the employee meeting of the parent company. Employees who hold shares will participate in the profit sharing of the parent company by this secondary profit distribution, that is to say, the platform where employees hold shares will enjoy the profit distribution of the company first, and then the holding company will make the secondary profit distribution according to the number of employees holding shares.
Second, the employee stock ownership platform model
At present, in the existing market environment, the modes of shareholding platform mainly include legal person shareholding platform and limited partnership shareholding platform, as well as foreign listed companies shareholding platform and trust shareholding. Company-type shareholding platform and limited partnership shareholding platform are often adopted.
1, enterprise employee stock ownership platform
The first is the company-based shareholding platform. The shareholding company refers to a limited liability company or a joint stock limited company established by employees. Of course, this contribution 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 for employees to set up a company is very low. Therefore, the sole purpose of setting up this company is to acquire the equity of the parent company, so that employees can indirectly hold the equity of the parent company. However, the company-owned shareholding platform is characterized by very high taxes. Except for some special benefits and tax planning, firstly, the shareholding platform needs to pay 25% corporate income tax when distributing profits from the parent company, while individual employees need to pay 20% personal income tax if they want to distribute profits from the shareholding platform, so this involves the problem of double taxation.
2. Limited partnership employee shareholding platform
The second mode of shareholding platform is also the most commonly used, which is the limited partnership shareholding platform. Limited partnership is a relatively new enterprise form in China. In 2006, China promulgated the Partnership Enterprise Law, which formally confirmed the limited partnership system. Partners in a limited partnership are divided into general partners, commonly known as managing partners or GP; There are also limited partners, that is, LP, and limited partnership enterprises are composed of these two types of partners. General partners perform affairs and undertake management functions, generally as executive partners, while limited partners only serve as investors and do not participate in enterprise management, so shareholders cannot directly hold the company's equity, but put all shareholders in a limited partnership. Shareholders here refer to employees who hold shares, and then limited partnerships hold shares in the parent company. At the same time, let the founder of the parent company and the company under its name control the whole limited partnership as the GP of the limited partnership, and then hold and control part of the shares of the company through the limited partnership. Shareholders other than the founder can only be LP of limited partnership. This LP mainly refers to employee stock ownership, and employees only enjoy economic benefits. He does not participate in the daily management of the limited partnership, so he cannot control the parent company through the limited partnership.
3. Overseas shareholding platform for employees
With the further opening of the market, more and more domestic enterprises are listed on overseas capital markets, which also involves the issue of employee equity incentive. Usually, overseas listed companies use their own shares as the target to encourage directors, supervisors, senior managers and other employees who have employment or labor relations with the company, including employee stock ownership plan, stock option plan and other equity incentives permitted by laws and regulations. Because overseas equity incentive will involve China's foreign exchange control, it is very complicated to operate. In the event of a dispute, it is difficult to safeguard the interests of employees.
4. employee stock ownership trust
The fourth employee stock ownership platform refers to employee stock ownership trust, where employees buy shares of the company and entrust a trust institution to manage and use them. After retirement, they will enjoy the trust arrangement of the trust institution. Part of the trust funds handed over to the trust institution will come from employees' salaries, and the other part will be funded by the enterprise in the form of bonuses to employees to buy company shares. Employee stock ownership trust was once considered as an effective way of employee stock ownership arrangement. However, it may be because the trust arrangement hides the stakeholders behind the trust, so the CSRC has always discouraged the issuer's stock structure if there is a trust shareholding arrangement in the process of stock issuance review, so there are few cases of successful listing in the A-share market by using trust shareholding.