In the process of China's enterprise shareholding system reform and the establishment of a modern company system, employee stock ownership can also effectively make up for the problems of poor supervision and serious insider control caused by the absence of investors. In China, there are no clear laws and regulations to guide and standardize the management and operation of employee stock ownership, and most enterprises that implement employee stock ownership plan are in the exploratory stage, especially in the context of enterprise restructuring and economic transition in China. Due to the different ownership structure and specific development history, it is difficult for Chinese enterprises to have a unified employee stock ownership model and planning. However, several typical employee stock ownership plans that have been implemented in China at present can still give us inspiration and reference.
MBO: A Four-way Model
Stone Group, as one of the largest private high-tech enterprises at present, is also one of the earliest private high-tech enterprises in China, and has been plagued by property rights issues. 1 On May 6, 1984, seven scientific and technical personnel of the Chinese Academy of Sciences borrowed110,000 yuan from Sijiqing Township, Haidian District, Beijing, and established Sitong New Technology Development Co., Ltd. under the auspices of Sijiqing Township. However, Stone entrepreneurs have always adhered to the principles of self-financing, free combination, independent operation and self-financing. Internally and externally, they have taken pains to emphasize that they are private enterprises without superior supervisors, which is what distinguishes them from government-run collective enterprises. Stone is also very cautious about its subordinate unit Sijiqing Township. It borrowed 10 thousand yuan and paid it back when it was needed in Sijiqing Township three months later. In return for its support in other aspects, Stone distributes a profit of 50,000 yuan to it every year. It has been divided for many years. It is precisely because of this that Sijiqing Township later asked for equity. However, because the law is untenable, it is only a little effort to take off the hat in Sitong. With the continuous expansion of the company's operation and the changes of the company's management personnel, including the original entrepreneurs, the assets of Stone Group have reached 400 million yuan, and the property rights of 58 companies are becoming more and more blurred. The virtual setting of the subject of property rights not only makes it difficult for the company to raise funds overseas. More importantly, the company lacks an effective supervision mechanism, which leads to a series of problems such as extensive investment projects and serious brain drain. In order to solve this problem, Sitong finally decided to introduce MBO, that is, managers use the leverage raised by loans to buy part of the shares of the company they serve, so that the management can reorganize the company under the leadership of the province where the owners and operators are one.
Specifically, the company's management and internal employees set up an employee stock ownership meeting, and then Beijing Stone Investment Co., Ltd. was established by the original Stone Group, the employee stock ownership meeting and external equity investors respectively, of which the original Stone Group and the employee stock ownership meeting contributed 49 million yuan and 5 million yuan respectively. Through Beijing Sitong Investment Co., Ltd., the assets such as system integration, information appliances and software development of Hong Kong Sitong and the former Sitong Group were purchased, and the vague stock was mobilized in definite increments.
In short, the reform mode of Sitong is to introduce MBO mode under the current policy and legal framework of our country, and at the same time reorganize Sitong's property rights, business and mechanism, acquire the assets of the original Sitong through the new Sitong with clear property rights, and mobilize the stock of the mode, which not only solves the problem of property rights confusion, but also mobilizes the enthusiasm of employees and enhances the cohesion of enterprises. For many private enterprises trapped in property rights, a way to solve property rights problems through employee stock ownership is explored. Through the establishment of employee stock ownership meeting, the implementation of employee stock ownership, the establishment of new property rights subject, clear enterprise property rights, through business restructuring to build a new organizational platform for the company's future development. The smooth implementation of the four-way model needs a perfect entrepreneur market, through which we can locate our minds and decide who to give futures shares to. How many shares are given? It also needs the support of financial laws and regulations. It is difficult for entrepreneurs to take out so much money at once to subscribe for the required shares. Without the support of financial institutions, enterprises cannot implement MBO. At the same time, we should learn from foreign experience and give certain tax incentives to enterprises that implement employee stock ownership.
The transfer of non-tradable shares of major shareholders: the Oriental Volkswagen model
Pudong Volkswagen Employee Stock Ownership Association was established in the name of Shanghai Volkswagen Enterprise Management Co., Ltd. (hereinafter referred to as the management company). The management company transferred the shares of Pudong Volkswagen through an agreement with Shanghai Volkswagen Taxi Co., Ltd. (hereinafter referred to as the head office), and the management company obtained 20.08% of the controlling shares of Pudong Volkswagen. The employee stock ownership meeting of the company is composed of employees holding shares of the company through unified management of the stock ownership meeting. Members of the equity meeting are shareholders of the equity meeting, but individual members do not directly enjoy the shares of the company. The shareholding association independently bears civil liability in the name of a trade union legal person and exercises shareholder rights on behalf of all members of the shareholding association. Members of the shareholders' meeting shall be liable to the shareholders' meeting to the extent of their capital contribution. The holding company shall be liable for the debts of the company to the extent of its total investment in the company. The initial investment of the holding company is 27 million yuan, each share, and the initial total shareholding is 27 million shares. The source of funds for employee holding companies is the investment of employees and the investment income of holding companies. For the initial shareholding of the holding company and the subsequent increase in the shareholding ratio of the company, the source of shares is obtained through the following channels: shares transferred by other shareholders of the company; new shares (rights issue) subscribed by the company when the company increases its capital and shares; and the balance of rights issue abandoned by other shareholders of the company. The shareholders' meeting is the highest authority of the shareholders' meeting, responsible for electing and replacing the members of the board of directors, deliberating and approving the report of the board of directors, and deliberating and approving the capital increase plan of the shareholders' meeting. Investment plan and income distribution plan, etc. The board of directors is elected by the shareholders' meeting and is the permanent body of the shareholders' meeting. Be responsible for the shareholders' meeting and preside over the daily affairs of the shareholders' meeting, such as going through the procedures of joining and quitting the meeting, collecting the subscription money of members, and handling the transfer of shares by members. The transfer of shares of members shall be handled through the general meeting of shareholders. The price of shares transferred by members shall be determined in accordance with the net asset value per share announced at the end of last year. Cash transfer procedures shall be handled through the shareholders' meeting. The board of directors of the shareholders' meeting and the directors, supervisors and general manager of the company shall not transfer their shares during their term of office. Since the establishment of the ESOP Association for two years, the assets scale and shareholders' rights and interests of the management company have made great growth.
The assets of the management company are mainly distributed in three aspects, namely, the long-term investment of Pudong Volkswagen Holdings, the fixed assets investment dominated by taxis and the short-term investment in the capital market. /kloc-0 held 6 million shares of Pudong Volkswagen in May, 1997, and 1997-1998 Pudong Volkswagen implemented share allotment. It has now reached 03.06 million shares. The number of taxis has also greatly increased. After less than two years' efforts, by the end of 1998, the shareholders' equity of the management company had reached 654.38+0085300 yuan, with a donation rate of 55%. In the past two years, although the management company has not distributed cash dividends to shareholders, investors can get the same cash dividends through internal equity transfer. The management company is a company with employee stock ownership connotation, so the management company is essentially a private enterprise. At present, the management company controls more than 0.08% of the shares of Pudong Volkswagen, thus forming the market position that Pudong Volkswagen is a listed company controlled by a company. Since all the investors of the management company come from the employees of Volkswagen Group, but most of the operating income of the management company comes from Pudong Volkswagen, employees and enterprises are more interested, especially the operators hold more shares and are more incentive. By transferring non-tradable shares, as long as the development history of the enterprise is respected, the equity is legally obtained and the equity transfer price is reasonably determined, there will be no problem of the loss of state-owned assets. On the contrary, internal employee stock ownership can effectively enhance the cohesion of enterprises, make state-owned assets withdraw from the competitive field, and is conducive to the adjustment of business structure.
Shareholding System Reform: Shenzhen Tairan Model
Tairan Company, formerly known as Shenzhen Industrial Zone Development Company, was established in June 1985 and renamed Shenzhen Tairan Industrial Development Corporation 1998 in June. Tairan Company is a first-class state-owned enterprise directly under Shenzhen. 1Since August 1995, Tairan Company has become a pilot joint-stock enterprise. Under the guidance of the investment management company, the Economic Restructuring Office and the State-owned Assets Supervision and Administration Commission, the reform of the modern enterprise system began. Reorganized from a single state-owned investor to a diversified investor. At the time of restructuring, there were 80 full-time employees, and the shareholding ratio was about 6 million yuan. In the distribution of equity, enterprises have adopted the principle of giving priority to efficiency and giving consideration to fairness. The shareholding ratio of management decision-makers and senior managers can be three to four times that of ordinary employees, and the shares held by employees are determined according to their positions and responsibilities.
In order to retain talents and stimulate work enthusiasm, the company also stipulates that managers above the department manager in the enterprise must subscribe for the rights issue in full. On the basis of giving priority to efficiency, enterprises also try to give consideration to fairness. Specific measures include giving due consideration to the length of service of employees in the enterprise, and retired employees can enjoy 60% of the average share allotment and keep dividends for five years. Five years later, the company will buy back shares at the current share price. The trade union will be entrusted as an enterprise legal person. Shareholders' representatives in the trade union will enter the company's board of directors in accordance with legal procedures, represent the interests of employees holding shares, and participate in enterprise decision-making. At the same time, when paying dividends, the trade union will accept the company's profit distribution according to the total number of employees' shares, and then make a secondary distribution according to the number of employees' shares. Of the subscription funds held by employees, 40% is contributed by employees themselves, and 30% is lent to employees by enterprises through trade unions.
Since Tairan Company implemented employee stock ownership for more than two years, it has basically achieved the original goal of reform, namely: retaining talents; Improve employees' attention to the enterprise; Stimulate the enthusiasm and initiative of employees. Calm mode, in the process of shareholding system reform, it is more reasonable to implement employee stock ownership system and the trade union will act as the function of employee stock ownership meeting, which simplifies the organization. At the same time, employee contributions, corporate public welfare funds and corporate loans are combined to solve the funds needed for employee stock ownership.
Mandatory Executive Shareholding: A Top 100 Model in Shaoxing
In order to closely combine the interests of operators with the interests of the company and establish an effective incentive and restraint mechanism, the board of directors of Shaoxing Top 100 asked the senior management of the company to deposit a certain number of public shares of the company. For this reason, the senior management of the company successively purchased public shares in August of 1999. According to the relevant regulations, the above-mentioned personnel can't throw out the company's public shares until they leave their jobs for six months. The purpose of this practice is to motivate and restrain senior managers more effectively, but there are also some problems. The purchase price of the secondary market is generally high, and the cost of holding shares by executives is high. Moreover, because the shares held by managers cannot flow, senior managers have frozen a lot of funds, which is unfair to managers.
In China, the stock market is not perfect, the stock price fluctuates greatly due to external factors, and sometimes the stock price does not reflect the performance of business operators. To solve these problems, it is an effective method to implement stock options. The so-called stock option is to give the operator the right to buy a certain number of shares of the company at a predetermined price within a certain period of time. Through the rational design of stock options, the operators are given the right to buy shares for free. It is more effective and reasonable to pay a certain amount of money to buy stocks when exercising and decide whether to hold stocks at any time according to the trend of stocks after exercising.