Marketing company's stock equity encourages An Shi model

An Gang ( cool brain An) compose [ 0086-755-81155186 ]

Author note: Any marketing company Use I " marketing company's stock equity encourages model · install theory " encourage used in stock equity, Lao trouble pay me copyright make expense one-hundred thousands dollars [ tax revenue undertake from use ]. Since this writing is published day from, per postpone one month use , cost increase 6% ( calculate according to compound interest). Please remit to the Shenzhen branch account number of Industrial and Commercial Bank of China: 4,000,617,505,000,243; Payee: An Gang. After you remit , it is mine that please use Email notice " trouble in mail, you explain remittance details in order to check ". Check , after correct, I will use Email way use agreement , book is delivered to you. If needs offer " manage high-rise stock equity to encourage design, " to serve Will collect fees , 2 Bai ten thousands dollars [ tax revenue undertake from purchase ].

Copyright main points: Use to increase hair, new share way honor stock option encourage ( encourage number may reach one billion Yuan more than), reach 4 aspect satisfactions; Social satisfaction, big shareholder satisfaction and circulation share shareholder satisfaction, have been encouraged layer satisfaction.

As soon as, marketing company's stock equity encourages model · install theory

In domestic and international equity encourages way, we discover that no matter what kind encourages way, they have a common point , That is to must sacrifice the partial benefits of existing shareholder Change sentence words to say: " Give the partial benefit transfers of existing shareholder , had been encouraged , for resembling ".

Can the better scheme that has one reach " the prerequisite that does not harm existing shareholder benefit soon take off , and can encourage the way of employee "? My reply is " have , " this is me " the stock equity of marketing company encourages model · install theory ".

Use the summary of a word, So long as you believe security market " it is theoretical that wealth is enlarged " , also is " exchange produces wealth ". So after enterprise reshuffles Shenzhen airport share price will surely rise 22. More than 4 Yuan.

2, world current equity encourages way

1 and manager stock option Manager stock option (stock options)Is that the surplus in modern enterprise is asked for , a kind of system arrangement of right, denote enterprise owner offer to manager a kind of in certain time limit purchase the right of a certain quantity of stock of this firm according to certain a established price.

The high-grade administrator of company often needs strategy as well as the management of company development wait for problem make policy , buy such as company and, company's reshuffle as well as long-term investment etc.. The influence that these behaviors bring to company is often long-term, its effect is wanted in 3 to 5 years , can even just reflect on the financial form of company after decade. If the salary of a company is rewarded , structure forms completely from basic wages and the bonus of end of the year , so stems from the consideration of personal gain, high-grade administrator may trend in give up those short periods can bring unfavourable influence to company's financial standing, is but beneficial to company's length issue develop plan. For solution this kind of problem people think of to establish new encourage mechanism, reward the salary of high-grade administrator , connect with company's long-term benefit , encourage them to pay attention to the longterm development of company more, instead of only will notice concentration in the financial index of short period on.

Manager stock option usually stipulates , give company, with CEO( CEO) head high-grade management level, may purchase the power of our ordinary share according to certain a set price, also these manager people have right will purchase after certain period stock sell in the market, but option cannot transfer. Manager stock option usually give manager people enjoyment only the benefit increase right brought by company's stock increment, normally, do not pay dividend to manager people. But now, condition has occured change, compare high company especially some stock dividends , have begun to get in touch manager stock option with dividend , but at the same time stipulate , only when exercising option, manager people then can get dividend. The intention of this lies in , it can the benefit of manager people with shareholder benefit not only with stock market prise appearance connect.

Manager stock option is a kind of encourage measure, its benefit is obvious. Not only company may reduce greatly used in the cash of manager distribution, can still avoid have paid high tax revenue. Accommodate the benefit of short period of manager more with the system of yearly salary to compare with, stock option, the characteristic that has long-term pay. Just because it is such, manager stock option has gotten universal enforcement in a lot of world countries in the large scale marketing company of western developed country. As information is made statistics of , before whole world ranks in 500 large scale industrial enterprises nearly all companies have carried out manager stock option system , also scope also extend to medium or small company promptly. The enterprise of American Silicon Valley ordinary have adopted this kind of system. Now, the enterprise of whole USA uses to make accept the total share value of equity quota, have increased vigorously from the fifty-nine billions dollars of 1985 for now, one-hundred millions dollars of twenty thousands, the people who get stock option also extend to ordinary employee by high-grade manager people. The financial prophesy of Intel company of chief inspector: One day, American each employee will get the stock option of the company attached.

2, encourage the design of option; Shareholder worth for pursuing company is biggest , ask company to establish, good internal and external control mechanism is used to encourage and supervise manager. Encourage measure , have pay arrangement , accept share option , based on manage the award etc. form of result. What accept share option general culvert justice denotes company to go through shareholder meeting, is agreed , will reserve in advance, have published the ordinary share stock that does not appear on the market openly accept equity as is the part in wholesale pay, under certain condition free grant or award( accept equity need not pay price) give company high-rise administrator and have outstanding contribution , in order to high limit transfer manager and special employee positive.

The stock source of option: Company through equity give or match manager stratum and the method of excellent employee, is with the ownership of their increase and for the loyalty of company, and then raise the productivity of employee. Do you let employee hold the equity of company through what method? Normally, have 3 kinds of method, one is to sell its equity by previous shareholder to employee ( company form by unitary big shareholder just stock belong to private stock suit comparatively), 2 is to increase hair by company new share to employee ( pass fairly), 3 is that company counter-purchases stock from secondary market, come to payment to accept share option , may change the demand of stock etc.( is worth for note is , most national principle on prohibit company's stock counter-purchase , but have exceptional condition). The most of companies are to adopt second kind way, specific practice is to buy through a special employee equity plan goes on.

For those high salary employees especially high-grade management level , stock option is good idea undoubtedly. Since they have more understanding for enterprise value and than general employee, would undertake risk, at the same time stock option plan will have more capital input, so stock option develop initial stage, implement object is high-rise manager people mainly; However, when accepting share option plan, accept by more and more companies, implement object begin extend to all all employees( include parent company and the whole staff of subsidiary work. Stock option plan can make employee care for the operation condition of enterprise on certain level like owner and to raise enterprise profit ability and try hard. Certainly, stock option plan is lost actually very much cause employee , the shareholder of company because the most employees is exercising that one day of option , sell stock high price to happen. For accepting share option, practice and the knowledge of countries are also not identical.

On principle, stock option plan applies to marketing company only. Because exercising option and the following stock sell wait for trade facilitate fairly, also price for concerning different aspects compare justice.

3 . the trip right price of option: There is 2 kinds of condition; One is that trip right price is larger than or is equal to stock current price. So, oppose the company of the public, have no what attraction; But for starting business board company with do not appear on the market company , though have no price discount, but give the enterprise stock of manager proper proportion award is still attract very much. 2 is that trip right price may low to the 50% of fair market price, convert into money to increase, employee buy share attraction, natural produce inevitably for original shareholder equity dilute. Above-mentioned two conditions the practice of different country has greater difference.

The trip right price with the stock market of America as example that encourages sexual stock option according to American domestic tax affir law must be larger than or be equal to issue stock market price; Only, the stock option that decides illegally may low the 50% to fair market price as the trip right price of stock increment right. Two so, trip right price is not same, is because of tax law for the assigned difference of them: Encourage sexual stock option, trip right, need not pay tax; It need to pay taxes as ordinary income ( " in year domestic tax affir law " implement rear tax rate is 15-34%) that instead of legal stock option trip right, trip right price is higher than the price difference of market price. From America really engage in see , stock option trip right price have for market price Fou make a discount is balanced with tax law, marketing company may take its advantage each. In America, except stock option this encourage form outside, a kind of other award form is stock ownership , hold plan as stock in, enterprise allow employee purchase self stock with certain discount, American domestic tax law stipulate , must guarantee all or most employees may attend , and sell price can not be lower than the market price 85% of the same period.

From the case of the stock market of Hong Kong, unite to deliver place, " appear on the market rule " stipulate to subscribe price can not grant 5 now trades the 80% of the average receipt market price of day below stock option. The company of Hong Kong of the public follows this stipulation. Certainly, implement for the marketing company of Hong Kong to accept the background of share option, first the approximate ninety percent of Hong Kong appear on the market company is by clan hold 1/4 or above equity, just clan type enterprise owner is the case of manager also than universal, enterprise for accept the demand of share option and not large; Secondly the high-tech marketing company that most needs equity award in the quantity of Hong Kong and not much, so stock option is mainly in few large scale marketing company as remit plentiful bank and Hong Kong telecommunications etc. carry out , popularize surface and not very width.

4 opportunity and the grant volume degree of stock option: Stock award must with establish in advance shareholder total repayment or each profit pothook. For , company's inside establish good check index system is very necessary; If not being such , stock is encouraged will lack efficiency. Check company's achievement has two standards here, one is absolute standard, each profit increase or the shareholder repayment in 5 years rises amount. 2 is relative standard, position appearance if same field stock market prise go up in average level( enterprise between relative achievement compare is usually effective ). After the standard of each profit or shareholder total repayment is worked out , if management level does not come to few years, the average of oversteping above-mentioned standard gets stock award; Otherwise do not obtain award.

Appear on the market with Hong Kong, remit the plentiful limited stock award plan of controling share increase pothook for regular, 1999 years stock award from former and each profit revise is and work out in advance shareholder total repayment pothook. Remit the plentiful goal that worked out in advance , is to make shareholder repayment minimum in 5 years, in rising one time, this is absolute standard. The definition of shareholder total repayment is the stock value in, relevant issue and is announced the increase of dividend income that distributed ( suppose dividend all is used in investment again). Relative standard is to consider to remit plentiful will become world is in the lead financial organization, so stress show with other financial organization compare. Specific practice is through 3 following compositions, ( one) 9 with remit plentiful position Appearance if bank; ( 2 ) America, British, European continent and far eastern district ( but do not include the first above-mentioned bank) 5 biggest banks; ( 3) rub root this level sharp capital world draw up world index include bank, but do not include above-mentioned first and second item bank. Press the first take fifty percent and the second item of 3th take 2 each become half proportion, calculate weighted averages, can order a proper market compare figure.

5, accept the validity of share option: America with Hong Kong accept share option stipulate longest validity must not exceed decade; If perform continuously the approval that need to get shareholder meeting again. Still stipulate , if company's control right occurs change ( implement stock plan company have definition ), has granted , accept share option will exercise immediately in advance completely, unless the board of directors after control right change offers other scheme. Additionally, a kind of condition is to accept share option to accept , finish with company employ relation , stock option possibility become invalid in advance. Accept the purpose of share option design, lie in to encourage the long-term effort of management level, thus it is normally longer to accept the conducted issue of share option. In view of the fact that this conducted time is usually to divide into stage to implement. In regulations do not perfect or plan yet is being in the country of experimental unit, implement by stage may meet policy fluctuation zone come undertake influence, so really engage in company's much trend in 3-6 year accept equity validity.

Employee buy equity plan must approve by shareholder meeting, and to carry row, following every term is united with Hong Kong deliver place stock, " marketing rule " is regular: A , Is benefited , the stock total been concerned with by person stock plan ( upper limit is do not exceed have published at that time the 10% of relevant classification stock); B and any one participate in person to get accept equity do not exceed should accept the stock total been concerned with by equity 25%; C and stipulation accept the time limit of share option ( must not exceed decade); D and established option the standard of trip right price( usually do not grant 5 now trades the average receipt market price of day below; E , promote please participate in person notice accept share option is prepared with ballot right, dividend, tranfer right and other right; F and the longest validity of this plan( must not exceed decade).

Have again, equity plan will order tomorrow have given option meet company's capital melt publish and let share and minute take apart , adjust the stipulation of option price merger. At the same time, before this plan must stipulate , has carried the term of item, before obtaining shareholder meeting to approve cannot make is helpful is benefited person revise; Planned term and condition meet important change, subject to unite deliver approve. Company and the employee who accepts stock option sign to accept equity planned agreement book: This agreement book is granted for option , how to trip right and payment requirement , cannot tranfer and employee death or resign how to trip right and stock adjustment and so on aspect make detailed stipulation. Government for accepting share, option implements aspect, effective period, option quantity upper limit and other the trip right price in process to make principled stipulation, but other aspect by enterprise, agree independently with the employee who accepts option. From this, it is identical that different company stipulate for partial terms. Have company's stipulation, it is to agree to can not participate in after resigning in one year to follow company's competitive company or relation company that employee gets the condition of accepting share option; Employee if because of leave job voluntarily, resign rear 3 months still feasible make option; Employee if because of death or lose behavior ability resign , resign rear one year this employee or heir still may free trip right.

6 . the unit process of cargo bandling of share option: Set up the company's lead of board of directors to take off, accept equity committee or salary reward committee, the overall enforcement of responsible this plan. This committee has right to decide annual stock option, grant person , grant volume degree, grant timetable as well as appearance burst incident explain for stock option plan as well as make reordering etc., expand share plan according to company, examine and approve by shareholder meeting, in company all previous increase capital expand share reserve a part of ordinary share stock in advance accept equity plan as company may guarantee basically with stock may be used in every year accept share proportion as the 10% of company's all ordinary shares( if option validity is decade).

When share price is lower than trip right price, on principle, does not allow to appear on the market , company fixes a price again through stock option to make stock option become profitable, if marketing company will fix a price again for stock option to need the approval that gets shareholder meeting.

3, the various methods of encouraging of domestic marketing company introduce

1, Buddha mountain illumination option encourages mechanism obtain to pass, encourage base line: Net asset earning rate reaches 6%

The object that equity encourages is technical mainstay and the high-rise, middle-level administrator of company. Encourage fund, determine is annual with company's annual net asset earning rate 6% is determine whether grant equity encourages the check index of fund. All annual company's net asset earning rate is lower than 6%( without 6%) , must not draw equity encourage fund; All the net asset earning rate of year reach at 6% o'clock, may sum according to the proportion of the 5% of profit after tax of total value mention equity encourage fund, encourage fund idea just mention proportion and the net asset increased proportion of earning rate rise at the same time. Equity encourages fund in enterprise cost to list , from salary, reward management committee unified management. Board of directors rewards and checks on according to salary the suggestion that committee puts forward , consideration determines in high-rise administrator and technical mainstay( take off name: Grant person, ) each member get equity encourage the specific amount of fund, and from grant person each in stipulate time limit buy from secondary market
Those that buies our company circulates stock. Grant person in term, our stock held by it reward committee lockin from salary, high-rise administrator according to relevant stipulation from exchange lockin; Besides restriction trade right all right of enjoying shareholder. By 2001 shareholder meetings approval this scheme is implemented from the financial year of 2001 years, and the consideration and capital and check that authorizes board of directors to encourage fund for equity are drawn , distribution wait for relevant item responsible organization implement.

Specific scheme is decided preliminarily being , being base according to the annual net asset 6% of earning rate and reaching do not arrive , do not sum to mention, reach 6% ( contain 6%), according to realization, the 5% of net profit is drawn corresponding amount encourages the fund sum proportion that mentions and the net asset regular synchronous raising of earning rate of incremental ratio, net asset earning rate is on the foundation of 6% , per raising 1 percents, equity encourage fund idea mention proportion also raise 1 percents at the same time on the foundation of 5% the, net asset raising of earning rate 2 percents, encourage the idea of fund mention proportion also raise 2 percents at the same time, with this kind of push. Award does not be honored cash is acting circulate with award company, stock, these stocks will lock a time according to relevant stipulation.

Shortcoming: Appear on the market , company's shareholder still undertakes , while reducing profit to occur " is safely second , " possibility; Had been encouraged , as elephant has few annual achievements only before guarantee is honored to reach the annual net asset 6% of earning rate, has to gain. Encourage purpose, whether reach will guard reason layer " conscience " How to. Since encouraging standard Is too low Enterprise has no , produce new profit because of encouraging , it is welfare to encourage to become.

2, Hubei long source power develops inc. equity to encourage

Encourage standard, is: Add right, average net asset earning rate ( ROE) are higher than 9% and total asset pay rate to be higher than 3. 87%.

The 2000 shareholder meetings of May 10,2001 Review to pass, company's enforcement the proposal of stock option plan; Meeting agree the stock option plan of the establishment of board of directors, and decide to perform from 2000. In view of 2000, company has granted the check index of stock option value consummately , agrees to grant director, prison matter and high-grade administrator and whole capital with control the major manager stock option of share power plant, grant object total 28 persons, grant total degree is ninety thousands, stock trip right price is 6. 71 Yuan.
Agree that share is counted , is 217,289,397, take attend meeting shareholder representative stock total 100%, oppose share number 0, forfeit share number 0.

Analysis We do not know 6. The purchase of 71 Yuan money happens by who, but is being in charge of high , exercise the rear June 13,2001 during option , grow source power wound to make 17. The historical ceiling price of 28 Yuan; 2001-07 - publish the mid-term achievement announcement of advance warning on 27th, since then share price fall , go to the 6 of January 21,2002 of absolute minimum. 03 Yuan. Total asset pay rate is from the 4 of 2000 years. 39% goes to the 2 of 2001 years. 2% goes to the former 3 season 1s of 2002 years again. 85%; Net asset earning rate ( ROE) are from the 10 of 2000 years. 16% drops for 2001 years 5. Before 53% to 2002 years the 2 of 3 seasons. 59%. Is such stock option planned purpose what?

3 east start business " manager group and the mainstay of major servicing encourage scheme " ( pass on October 14,2000)

A, Under the prerequisite that guarantees asset rights and interests , manage goal with company in year, audit report with year-end accountant general affairs for standard, examine for basis;

B , Realize annual operation, goal ( the index of profit after tax) are drawn profit after tax 2%As basic award gold;

C , Overfulfil the index of profit after tax , distinguish excess interval, section draws , step by step progression is excess award fund:

( 1) Is excess 10%( contain 10%), draw excess part 30%

( 2) Is excess 10-20%( contain 20%), draw this section again 40%

( 3) Is excess 20%More than, draw this section again 50%( with 50%Is good for , ).

D , Encourage and restrain , profit and risk relative etc.:

( 1) In year, profit after tax is lower than index 10%( contain 10%), deduct according to last annual manager income 30%

( 2) In year, profit after tax is lower than index 10-20%( contain 20%), deduct proportion is 40%

( 3) In year, profit after tax is lower than index 20-30%( include 30%More than), deduct proportion is 50%( with 50%Is good for , );

E , In award fund 30%With cash form 70%For risk fund, from company's unified trustship;

F , For in contract issue, promise breaking is left company, or have serious wrong behavior make company suffer loss is benefited individual, company have right decrease considerably till cancel should return to this individual return reward fund.

Conclusion We have no more detailed encourage content, but from enterprise operation achievement discovery, main business affir profit margin, total asset pay rate and the 3 net asset indexes of earning rate multiply drop , Reflection encourages scheme, do not succeed

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