Provisions of Shenzhen Municipality on Employee Stock Ownership
(200 1 year 1 month 1 rishenfu [2001] No.8)
Chapter I General Provisions
Article 1 These Provisions are formulated in order to further promote employee stock ownership within the company, build a unified enterprise interest, strengthen the incentive mechanism and restraint mechanism within the enterprise, enhance employees' ownership status and sense, and fully mobilize employees' enthusiasm.
Article 2 These Provisions shall apply to all kinds of companies with independent legal personality established in Shenzhen according to law.
Article 3 A company that implements internal employee stock ownership shall, in strict accordance with the requirements of the Company Law, establish and improve the corporate governance structure, transform the enterprise management mechanism, strengthen internal scientific management, and continuously improve economic benefits.
Article 4 According to the different situations of enterprises, the proportion of internal employees' shareholding in the total shares of the company, the proportion of managers' shareholding in the total employees' shareholding and the proportion of main managers' shareholding in the total shares of managers' shareholding shall be reasonably determined.
Chapter II Shareholding Mode
Article 5 Internal employee stock ownership mainly adopts three ways: capital contribution, incentive and technology conversion.
Article 6 The purchase of shares by capital contribution refers to the shareholding mode in which internal employees obtain part or all of the company's property rights with compensation. Investment in shares is mainly carried out through property right transfer, and can also be carried out through capital increase and share expansion.
Article 7 Incentive stock right refers to the shareholding mode in which the company directly rewards the managers, technical backbones and employees who have made outstanding contributions.
Article 8 Technology transformation refers to the way in which scientific and technical personnel convert their patented technology or non-patented technology into company equity.
Article 9 The equity incentive shall be studied and put forward by the management team or the board of directors of the company, and implemented with the consent of the shareholders (general meeting) or the property right unit. Technology shares shall be implemented in accordance with the Measures for the Administration of Shares in Technological Achievements of Shenzhen Special Economic Zone and Several Provisions on Further Supporting the Development of High-tech Industries.
Article 10 When employees in a company hold shares, they can flexibly choose the shareholders for industrial and commercial registration according to their own actual conditions. Including:
(a) directly held by the shareholding employees as natural persons;
(2) It is held by a limited liability company or a joint stock limited company (hereinafter referred to as a shareholding company) established by the shareholding employees.
(3) It is held in the name of a trade union organization as a legal person.
Article 11 Where an employee directly holds equity as a natural person, the employee holding equity shall independently exercise shareholder rights and undertake shareholder obligations in accordance with the provisions of the Company Law.
Article 12 Where a holding company holds shares, corporate shareholders, as a restructured enterprise, shall exercise its rights and undertake its obligations in accordance with the provisions of the Company Law. The holding company shall not engage in other economic activities unrelated to employee stock ownership, and it must be stated in the company's articles of association.
Article 13 Where a company holds shares in the name of a legal person of the Federation of Trade Unions, the trade union of the company must first register as a legal person in accordance with the provisions of Article 14 of the Trade Union Law of People's Republic of China (PRC), and obtain legal person status after approval and registration. Trade unions exercise shareholder rights and assume shareholder obligations on behalf of employees holding shares.
Chapter III Equity Contribution
Article 14 The shareholding of internal employees shall be implemented in the form of capital contribution, and the qualification of employees to purchase shares shall be decided by the company itself, and non-internal employees shall not participate in any way.
Article 15 Employees shall follow the following principles when purchasing shares with capital contribution:
(a) adhere to the principle of voluntary capital contribution;
(2) Adhere to the principle of * * * taking risks and * * enjoying benefits;
(3) Adhere to the principles of openness, fairness and impartiality.
Article 16 The stock purchase plan shall be formulated by the company on the basis of fully soliciting the opinions of the employees holding shares, and shall be implemented after being approved by the shareholders' (general) meeting of the company or the property right unit and fulfilling the relevant examination and approval procedures. According to the position, position, professional title, education, length of service and contribution of employees, the company determines the amount or proportion of shares purchased by employees through comprehensive scoring.
Article 17 Employee stock purchase procedures:
(1) Employees apply for stock purchase;
(2) Examining the employee's shareholding qualification;
(3) Determining the individual shareholding ratio of employees according to the stock purchase plan;
(four) announced the employee stock quota;
(five) employees pay the share purchase funds;
(six) for industrial and commercial change registration.
Article 18 When a trade union holds internal employee shares in the name of a trade union organization, it shall also issue an Employee Stock Ownership Certificate to the employees holding shares, properly keep the employee stock ownership list, and report it to the examination and approval department and the registration department for the record.
Article 19 The shareholding ratio of the chairman and manager shall be reasonable with that of ordinary employees, and in principle, the maximum shareholding ratio shall not exceed 65,438+05 times of the average shareholding of employees.
Article 20 To implement internal employee stock ownership by way of capital contribution, the company must evaluate its assets and determine the employee stock purchase price based on the evaluated net asset value.
Chapter IV Sources of Funds and Preferential Policies
Article 21 The sources of funds for employee stock ownership include:
(1) Individual cash contribution;
(2) Borrowing money from banks;
(3) loans provided by property units or controlling shareholders;
(4) Transfer of the balance of the company's public welfare fund.
Twenty-second employees can be given the following preferential policies when buying stocks;
(1) It is allowed to transfer the balance of the company's public welfare fund to the employees according to the positions and positions of the employees proposed in Article 16, and use it to purchase shares of the company, but the transferred part shall not be higher than 30% of the total share purchase;
(2) Allow employees to pay by installments when purchasing shares. The down payment is not less than 40% of the total purchase price, the payment period is not more than three years, and the one-time payment can be given a discount of not more than 30%;
(three) belong to the state-owned enterprises in the field of withdrawal, employees buy out all state-owned property rights, and the purchase price can be given no more than 30% discount. If all state-owned property rights are bought out and paid in one lump sum, why not give a discount of more than 35% of the purchase price?
At the same time, if you enjoy various preferential policies, the maximum preferential ratio shall not be higher than 35% of the total purchase price. For companies with special difficulties, the preferential amount may be appropriately relaxed upon approval.
Chapter V Employee Stock Ownership Meeting
Article 23 A company whose employees hold shares in the name of a natural person or a trade union shall hold a workers' congress under the trade union. The Stock Holding Association is the internal management organization of employee stock ownership, and its responsible person is democratically elected by the shareholding employees. Creditor's rights and debts arising from holding shares as natural persons shall be borne by the employees holding shares according to the amount of shares held; Creditor's rights and debts arising from holding shares of a trade union legal person shall be borne by the trade union with shares held by employees.
Article 24 A shareholders' association shall earnestly safeguard the legitimate rights and interests of employees holding shares, and specifically exercise the following functions:
(1) To be responsible for presiding over and convening the meeting of shareholding employees;
(2) To formulate and revise the articles of association of the shareholders' meeting;
(3) Collecting and sorting out the opinions of employees holding shares;
(4) Examining the qualifications of stock subscribers;
(five) to decide the amount of shares purchased by employees;
(6) Management of reserved shares and reserved funds;
(seven) responsible for share repurchase and dividend distribution;
(eight) regularly report the work of the employee stock ownership meeting to the employees;
(9) Organizing shareholding employees to elect directors and supervisors of the company.
Article 25 The articles of association of the ESOP Association shall include the following contents:
(1) purpose;
(2) membership;
(3) Rights and obligations;
(4) The mode and amount of capital contribution;
(5) The mode of formation, authority and rules of procedure of the shareholders' meeting;
(6) Dissolution and liquidation of the joint-stock association;
(7) Management of reserved shares;
(8) Other matters.
Article 26 Where a holding company holds internal employee shares, no meeting shall be held, and the functions of holding meetings listed in Article 24 shall be exercised by the board of directors of the holding company.
Chapter VI Reserved Equity
Article 27 In order to facilitate qualified new employees to purchase shares, the company may set some reserved shares in the total shares held by internal employees, but the reserved shares shall not exceed 30% of the total shares held by employees in principle. The reserved shares are purchased by the holding company or the holding association at one time, and are specifically responsible for management and operation.
Article 28 The dividends of reserved shares and the share purchase money paid by new employees for subscribing shares shall be used to repay the loan principal and interest generated when the holding company or the holding club purchases the reserved shares, and the loan principal and interest shall be converted into reserve funds after being paid off.
Chapter VII Reserve Fund
Article 29 The reserve fund is the special liquidity used by the holding company or the holding club to purchase the reserved shares and repurchase the shares held by the employees who have left the company.
Thirtieth sources of reserve funds:
(1) Funds borrowed in the name of a holding company or a holding association;
(2) The funds paid by the new employees to subscribe for shares;
(3) Dividends distributed to reserved shares by internal employees every year.
Article 31 The use of reserve funds:
(1) Purchase of reserved shares;
(2) Repurchase the shares held by the resigned employees;
(3) Repay the loan principal and interest incurred when the shareholders' association purchases the reserved equity.
Article 32 The reserve fund must be used for special purposes, and the financial department of the company shall set up a special account to be responsible for accounting. The daily expenses of funds shall be examined and approved by the person in charge of the employee stock ownership meeting, and the major expenses shall be discussed and decided by the employees, and the income and expenditure shall be announced to the employees every year.
Chapter VIII Dividend Distribution
Article 33 A company with internal employees holding shares shall have the same shares and the same rights, and shall not harm the interests of state-owned shareholders and other shareholders.
Article 34 The employee holding shares shall repay the loan principal and interest in accordance with the loan contract. If the dividend distribution is insufficient to repay the loan principal and interest of the current year, it shall be deducted from the employee's salary or bonus gradually.
Chapter IX Disposal of Equity Rights
Article 35 The shares held by employees shall not be withdrawn. Resigned employees should dispose of their shares according to different situations of the company.
Resignation includes transfer, retirement, voluntary resignation, unpaid leave, dismissal or dismissal, dismissal or death.
Article 36 Where employee stock ownership is implemented as a natural person, the shares held by the employee are allowed to be transferred and inherited when the employee leaves the company, and the employee must meet the following conditions when transferring his shares:
(a) The shareholding period must be five years;
(2) The number of shares transferred each year shall not exceed 1/3 of the total number of shares.
Article 37 If an employee holds shares in the name of a holding company, when he leaves the company, his shares in the holding company shall be handled in accordance with the provisions of the Company Law.
Article 38 Where employee stock ownership is implemented in the name of a trade union, when employee stock ownership changes, it shall be handled in the following ways:
(1) When employees leave their jobs, their shares can be transferred internally, and those who have the ability to pay can also be repurchased and converted into reserved shares;
(2) If an employee voluntarily leaves, is dismissed or dismissed, and has held shares for less than three years, he will buy back shares according to his personal contribution;
(3) Shares held by employees who have held shares for more than three years or employees who have been transferred, retired or died after holding shares for less than three years shall be repurchased according to the book net asset value of the corresponding shares at the end of last year;
(4) Employees who have held shares for three years and need to be realized under special circumstances are allowed to transfer shares among employees within the company with the approval of the general meeting of shareholders, and shareholders who have the ability to pay can also buy back shares.
Article 39 If the business manager leaves his post and is confirmed by the outgoing audit that he is no longer responsible for the company's operation, he can dispose of the equity he holds in different ways; Those who are personally responsible for the company's losses shall deduct compensation from their shares.
Chapter X Regulatory Measures
Article 40 The employee stock ownership plan of a state-owned enterprise shall be submitted for approval in accordance with the following provisions after being studied by the enterprise management team or the board of directors:
(a) posts and telecommunications, banks, insurance companies and other financial institutions and enterprises with franchise rights and special preferential policies, the implementation of internal employee stock ownership, reported to the competent authorities and property units for approval;
(two) the municipal first-class enterprises to implement internal employee stock ownership, with the consent of the asset management company, reported to the municipal state-owned assets management office for approval;
(three) other municipal enterprises implement internal employee stock ownership and report to the asset management company for approval;
(four) the implementation of internal employee stock ownership by regional enterprises shall be submitted for approval in accordance with the relevant provisions of the district government;
(five) other state-owned enterprises to implement internal employee stock ownership, with the consent of the property unit, reported to the Municipal Economic System Reform Office for approval.
Forty-first collective-owned enterprises implement internal employee stock ownership and report to the municipal or district collective asset management office for approval.
Forty-second private enterprises to implement internal employee stock ownership, the company's shareholders (shareholders) will decide on their own, directly to the municipal administrative department for Industry and commerce for change registration.
Forty-third companies that implement internal employee stock ownership, which involve changes in state-owned property rights, do not need to go through property rights trading procedures in the property rights trading center.
Forty-fourth companies that implement internal employee stock ownership violate these regulations, and the main leaders of the company shall be held accountable; If economic losses are caused to the company, the main leaders of the company shall be responsible for compensation.
Chapter II XI Supplementary Provisions
Article 45 In a company with internal employees holding shares, if the bonus shares and dividends obtained by employees are used to purchase shares of the company, the individual income tax may be suspended until the equity transfer is changed.
Article 46 A company with employees holding shares can convert the state-owned shares into preferred shares, that is, the state-owned shares will pay dividends according to the agreed proportion, and the state-owned shareholders will no longer participate in the company's operation and decision-making; State-owned shares can also be converted into participatory preferred shares, that is, when the company has been poorly managed for two consecutive years and the state-owned shares cannot receive dividends according to the agreed proportion, the state-owned shareholders exercise the right to select and recall the operators according to their equity proportion.
Article 47 The Shenzhen Municipal People's Government shall be responsible for the interpretation of these Provisions.
Article 48 These Provisions shall come into force as of the date of official promulgation. The Interim Provisions of Shenzhen Municipality on the Pilot of Employee Stock Ownership of State-owned Enterprises (Shenfa [1997]2 1No.) was terminated.
Release Department: Shenzhen Municipal Government issued date: 200101implementation date: 200101(local regulations).