On the evening of April 22, BYD announced on the Shenzhen Stock Exchange that it intends to launch an employee stock ownership plan, with a total number of participants not exceeding 12,000. It is worth noting that the above-mentioned participants do not need to contribute capital and can receive the total amount of shares to be repurchased by the transfer company at a price of 0 yuan per share, between 1.8 billion yuan and 1.85 billion yuan. In this regard, some shareholders said that this is the listed company to buy back shares, and then 0 yuan to the employees, employees do not have any risk. According to the per capita of about 150,000 yuan.
The Shenzhen Stock Exchange should issue an inquiry letter to BYD in the near future to inquire about the employee stock ownership plan, the most core content of which is probably "Please explain the basis for determining the price of the repurchased shares purchased by the employee stock ownership plan at 0 yuan and its reasonableness in light of the amount of shares withdrawn by your company, the price of the repurchased shares, and the discount of the recent market comparable cases, and whether it is in line with the "Guiding Opinions on the Implementation of the Pilot Of the Employee Stock Ownership Plan by Listed Companies" in "profit and loss, at your own risk, and equal to the rights and interests of other investors" The basic principles. "BYD is not the first 0 yuan to buy a listed company, waiting for the exchange's attitude and the company's reply."
The total number of people participating in the employee stock ownership plan shall not exceed 12,000, including 14 employee supervisors Wang Zhen, Tang Mei and senior management personnel Li Ke, Lian Yubo, He Long, Liu Huanming, Luo Hongbin, Wang Chuanfang, Ren Lin, Wang Jie, He Zhiqi, Zhou Yalin, Yang Dongsheng and Li Qian, as well as other employees of no more than 11,986.
The ESOP is held in shares, with each share corresponding to 1 share. The number of underlying shares involved in this ESOP is the total number of shares to be repurchased in the Company's share repurchase plan approved by the Company at the 21st meeting of the 7th Board of Directors held on April 22, 2022. The total amount of funds to be repurchased by the Company shall not exceed RMB185,000,000, not less than RMB180,000,000, and the repurchase price shall not exceed RMB300 per share, and the specific price will be determined comprehensively in conjunction with the Company's secondary market stock price, the Company's financial situation and operating conditions. Assuming that the closing price of the Company's shares on the trading day prior to the date of the Board of Directors' consideration of the ESOP resolution (April 21, 2022) is 234.04 yuan per share, the number of underlying shares involved in the ESOP shall not exceed 7,904,631 shares. According to the above calculations, the participants of the employee stock ownership plan and the shares to be distributed and the corresponding proportions are as follows:
The employee stock ownership plan will transfer the shares of the company to be repurchased by the company through non-transaction transfer and other methods permitted by laws and regulations, and the transfer price is 0 yuan per share, and the participants do not need to contribute capital.
The participants of this employee stock ownership plan include the company's employee representative supervisors, senior management personnel, bydir group middle management personnel, core backbone employees, covering technology, operation, marketing, comprehensive and other core employees of the group's positions, is the main executor of the company's strategy and the mainstay of the team, has a vital role and impact on the company's overall performance and long-term sustained and stable development. In order to promote the long-term development of the company, safeguard the rights and interests of shareholders, fully mobilize the enthusiasm and creativity of holders, improve employee cohesion and competitiveness of the company, refer to relevant policies and market practices, and comprehensively consider the actual situation of industry competition and the development of the company, the company determines the transfer price of the employee stock ownership plan of 0 yuan / share.
The employee stock ownership plan in the determination of the price at the same time, according to the principle of incentive and constraint reciprocity, fully consider the constraint mechanism of the employee, set the lock-up period of the employee stock ownership plan, and specifically unlock the company's performance appraisal and personal performance appraisal indicators that need to be achieved, the setting of the appraisal indicators is challenging, can fully convey the company's vision of future performance growth, is conducive to enhancing the employee's enthusiasm for work and sense of responsibility and belonging, and forming a positive linkage of the company, shareholders and employees to promote each other. Thus driving the reliable realization of the company's development goals.
The subject stocks held by the ESOP are unlocked in three phases, and the unlocking time point is 12 months, 24 months and 36 months from the date of the company's announcement of the last transfer of the target stock to the name of the ESOP, and the proportion of the target stock unlocked in each period is 30%, 30% and 40% respectively, as follows:
Company-level performance appraisal
The employee stock ownership plan takes the three fiscal years from 2022 to 2024 as the performance appraisal year, and each fiscal year is evaluated once, and the company's performance appraisal indicators for each year are shown in the following table:
Performance appraisal at the individual level
The employee stock ownership plan will evaluate the individual performance in accordance with the relevant provisions of the company's competitive assessment, and the assessment year is three fiscal years from 2022 to 2024, and each fiscal year is assessed once:
Accounting for ESOP (share payment fee)
The number of underlying shares involved in this ESOP is the total number of shares to be repurchased in the Company's share repurchase plan approved by the Company at the 21st meeting of the Company's Board of Directors held on April 22, 2022. The total amount of funds to be repurchased by the Company shall not exceed RMB185,000,000, not less than RMB1,800,000, and the repurchase price shall not exceed RMB300 per share, and the specific price will be determined comprehensively in conjunction with the Company's secondary market stock price, the Company's financial situation and operating conditions.
Assuming that the closing price of the Company's shares is 234.04 yuan per share on the trading day before the date of the Board of Directors' consideration of the resolution of the ESOP (April 21, 2022), the number of underlying shares involved in the ESOP shall not exceed 7,904,631 shares.
Assuming that the ESOP is approved by the General Meeting of Shareholders, the subject shares will be transferred to the name of the ESOP in June 2022, and the lock-up period expires, and the ESOP will sell the underlying shares in accordance with the proportion agreed above. Assuming that the fair value of the unit equity instrument is measured at the closing price of the Company's shares on April 21, 2022 of $234.04 per share, the maximum total expense to be recognized by the Company for the implementation of this ESOP is expected to be $185,000,000, which will be apportioned by the Company during the lock-up period in proportion to each unlocking, included in the relevant costs or expenses and capital reserves. The amortization of ESOP expenses for 2022-2025 is calculated as follows:
Procedures for implementing employee stock ownership plans
1. The remuneration committee under the board of directors is responsible for formulating the draft employee stock ownership plan and submitting it to the board of directors for consideration after soliciting the opinions of employees through the federation of trade unions.
2. When the board of directors deliberates the draft employee stock ownership plan, the independent directors shall express independent opinions on whether the employee stock ownership plan is conducive to the sustainable development of the company, whether it harms the interests of the company and all shareholders, and whether there is any apportionment, forced distribution, etc. to force employees to participate in the employee stock ownership plan.
3. The Board of Supervisors is responsible for expressing opinions on whether the employee stock ownership plan is conducive to the sustainable development of the company, whether it harms the interests of the company and all shareholders, and whether there is any apportionment, forced distribution, etc. to force employees to participate in the employee stock ownership plan.
4. Within 2 trading days after the board of directors deliberates and approves the draft employee stock ownership plan, it announces the resolution of the board of directors, the resolution of the board of supervisors, the draft employee stock ownership plan and the "Management Measures", and the opinions of independent directors.
5. The company issued a notice of convening a general meeting of shareholders.
6. The company hired a law firm to issue a legal opinion on the employee stock ownership plan and announce it.
7. Convene a general meeting of shareholders to consider the employee stock ownership plan, and the shareholders' meeting will adopt a combination of on-site voting and online voting to vote. The ESOP shall not be implemented until it is approved by the General Meeting of Shareholders.
8. Convene a meeting of holders, elect members of the management committee, and clarify the specific matters for the implementation of the employee stock ownership plan.
9. Other procedures required to be performed by the China Securities Regulatory Commission and the Shenzhen Stock Exchange.
Gree Electric Appliances' employee stock ownership plan caused controversy
On June 21, 2021, Gree Electric Appliances released the first phase of the company's employee stock ownership plan, making Gree once again the focus of everyone's attention.
According to the first phase of the employee stock ownership plan released by Gree Electric Appliances, the total number of employees who intend to participate in the employee stock ownership plan is not more than 12,000, and the capital scale of the employee stock ownership plan does not exceed 3 billion yuan, accounting for 1.8% of the company's total share capital.
The purchase price is 27.68 yuan per share, and the total number of shares of the company held by all effective employee stock ownership plans of Gree Electric Appliances shall not exceed 10% of the total share capital of the company, and the shares acquired by a single employee shall not exceed 1% of the total share capital of the company, that is, 50% of the average price of the repurchased shares.
In response to this hot discussion, Gree Electric Appliance issued an announcement on June 28, 2021 to change the purpose of repurchasing equity and cancel it.
Fuguang employee equity incentive 0 yuan purchase (later change plan)
Fuguang shares (688010.SH) are more "generous", directly giving the repurchased shares to employees free of charge and unconditionally. There are many controversies and doubts in the market, such as whether the above behavior involves the transmission of benefits.
On the evening of January 15, 2022, Fuguang issued an employee stock ownership plan with zero price and no performance appraisal target, which immediately aroused market attention.
According to the Fuguang Share Chaser No. 1 Shareholding Plan (Draft), the shares of the shareholding plan were acquired and held by the company's repurchased shares at zero price, and there is no need to participate in the capital contribution. The size of the shares does not exceed 120,000 shares, representing 0.08% of the company's current total share capital.
It is worth noting that this part of the free shares given to employees is repurchased by Fuguang shares at an average price of 26.01 yuan per share, which is calculated at a total price of about 3.12 million yuan. In addition, Fuguang shares expect that the total share payment expenses will be 3.1848 million yuan, which will be amortized in three years.
The participants of the ESOP are directors, supervisors and backbone personnel who do not include independent directors, and the total number of people does not exceed 81, of which 10 are directors and supervisors without independent directors.
As soon as the announcement came out, the Shanghai Stock Exchange issued a regulatory letter to the company, and for the regulatory letter, the company changed its free grant method.
The change plan is that the transfer price of the stock ownership plan is 10 yuan per share
Shentong Express's employee stock ownership plan with a "fracture price" of 1 yuan / share
Source: Company Announcement Equity Incentive Forum
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