Is the "cabbage price" behind the employee stock ownership plan of listed companies abnormal?

　　After Shentong Express (002468.SZ) threw out an employee stock ownership plan with a "fracture price" of 1 yuan per share, Fuguang (688010.SH) was more "generous" and directly gave the repurchased shares to employees for free and unconditionally.

There are many controversial points and questions in the market, such as whether the above-mentioned behavior involves the transfer of benefits.

　　Wu Siying, a partner of Xin Gong Consulting, told China Business News that this phenomenon is not uncommon. At present, nearly one-third of the cases where the repurchase-type shareholding plan is lower than the market price are 20% or 30%. The listed company may design this way based on employees. Historical contributions are used as incentives, binding talents, optimizing salary structure, linking market value, promoting performance and other factors. Of course, it is not ruled out that the employee stock ownership plans implemented by some companies have certain benefits. In this case, investors will pay more attention. Whether the company can bear the diluted cost, how long it takes to bind employees, how to evaluate it, and whether it can have better performance in the future, etc.

　　Unconditional Free Shares Raised Questions

　　On the evening of January 15, Fuguang Co., Ltd. released an employee stock ownership plan with zero price and no performance appraisal target. This rare situation immediately attracted market attention.

　　According to the No. 1 shareholding plan (draft) of Fuguang Co., Ltd., the shares repurchased by the company will be acquired and held by the company's repurchased shares at zero price, and there is no need to participate in the capital contribution.

The stock size does not exceed 120,000 shares, accounting for 0.08% of the company's current total share capital.

　　It is worth noting that this part of the shares given to employees for free was repurchased by Fuguang shares at an average price of 26.01 yuan per share. Based on this calculation, the total price is about 3.12 million yuan.

In addition, Fuguang Co., Ltd. expects a total of 3.1848 million yuan of share-based payment expenses, which will be amortized over three years.

　　The participants of the employee stock ownership plan are directors, supervisors and senior executives and key personnel without independent directors, with a total number of no more than 81 people, including 10 directors, supervisors and senior executives without independent directors.

　　Not only is it free, but there are no assessment conditions.

The explanation given by Fuguang Co., Ltd. is that the people participating in this shareholding plan are the company's core management team and key personnel, which have an important impact on the company's business development and strategic realization. This move is intended to prevent brain drain and strengthen the talent team. stability, mobilize the enthusiasm and creativity of employees.

　　In this regard, some market participants have questioned, can such an unconditional and zero-cost gift of stock to employees really have an incentive effect?

Doesn't Fuguang's weak profitability need assessment targets to mobilize the enthusiasm of employees?

　　Judging from the performance of Fuguang shares, the company's revenue from 2018 to 2020 is almost stagnant, with a year-on-year increase or decrease of about 5%; the net profit attributable to the parent has remained flat in the first two years, but in 2020, it fell by 44.64% year-on-year. %, and the first three quarters of 2021 are still in decline, with a decline of 8.69%.

　　"Fracture price" is also questioned that the exercise conditions are low

　　Similar to Fuguang, Shentong Express has thrown out an employee stock ownership plan of 1 yuan per share, which has also been questioned by the market.

　　On the evening of January 14, Shentong Express threw out an employee stock ownership plan, and the participants were directors, senior managers, core managers and core backbones who were identified by the board of directors as having an important role and influence on the company's overall performance and medium and long-term development. The total number of employees is no more than 124 (excluding reserved shares), and the price of buying repurchased shares is 1 yuan per share.

　　According to the announcement, the total shares of the employee stock ownership plan do not exceed 19.5599 million shares, accounting for 1.28% of the company's current total share capital, of which 14.3564 million shares are used for employees participating in the employee stock ownership plan for the first time, and the remaining 5.2035 million shares are reserved. The shares are transferred within the time specified in this employee stock ownership plan.

　　At that time, Shentong Express repurchased the above-mentioned shares, the highest transaction price was 15.50 yuan per share, the lowest transaction price was 9.16 yuan per share, and the total transaction amount was 236 million yuan (excluding transaction fees).

According to the preliminary forecast of Shentong Express, the total share-based payment fee that should be confirmed is 115 million yuan, which will be amortized from 2022 to 2025.

　　According to the latest stock price of 8.34 yuan per share on February 16, the largest subscriber of the employee stock ownership plan, Wang Wenbin, director and general manager of Shentong Express (planning to subscribe for 2,981,200 shares), directly received more than 20 million yuan in incentive funds.

　　In addition to the cabbage price of 1 yuan per share, which has attracted market attention, the exercise conditions of Shentong Express's employee stock ownership plan have also been accused of being too low.

As a result, most investors questioned that the employee stock ownership plan was suspected of delivering benefits to management.

　　According to the announcement, Shentong Express has two assessment periods for this employee stock ownership plan: the first is that the growth rate of express delivery business volume in 2022 is not lower than the growth rate of the express delivery industry in that year or the net profit returned to the parent after deducting non-deductibles in 2022 will turn losses into profits. The second is that the growth rate of express delivery business volume in 2023 is not lower than the growth rate of the express delivery industry in the current year or the net profit returned to the parent after deduction in 2023 is not less than 500 million yuan.

　　According to the 2021 annual performance forecast, Shentong Express is expected to lose 840 million to 950 million yuan, compared with a profit of 36.3273 million yuan in the same period last year.

　　Shentong Express explained the reasons for the changes in performance, saying that due to changes in the express delivery market in 2021, the company's asset investment and the provision of asset impairments, the annual performance will still be under pressure. The performance is expected to be profitable.

　　Employee stock ownership plans look at these key points

　　Then, why did listed companies grant the "cabbage price" of repurchased shares to employees, and what key points should investors pay attention to in the employee stock ownership plan?

　　Wu Siying told Yicai.com that it is not uncommon for employees to have employee stock ownership plans at low prices in the market. At present, it is estimated that nearly one-third of the cases are 20% lower than the market price. There are two aspects to this phenomenon. reason:

　　First, in terms of policy, the employee stock ownership plan is different from the equity incentive plan. The equity incentive plan has a clear pricing basis in the applicable management measures. In principle, it should not be lower than the market price by 50%. The requirements will be relatively higher; and the rules of the employee stock ownership plan have not been updated since 2014, the constraints are relatively few, and there is no clear how to price, and the stock source is the repurchase model, which also allows more listings The company has greater independent flexibility, and can even give zero consideration to employees, but the higher the relative benefit, the higher the cost that the company needs to accrue, which depends on whether the company can afford the cost in exchange for higher future costs. Performance contribution, if the two can be balanced within the company, the low consideration is reasonable.

　　The second is to see how long the stock ownership plan will take for employees to cash out, such as two or three years or longer. In fact, the core question is whether employees can bring more contributions to the company, including whether employees are willing to continue to serve the company.

Some companies grant stock to employees at a low price. One of the major factors is to bind more stock holding time and retain talents.

　　Judging from the case of Fuguang shares, the point of dispute this time is the free and unconditional gift of shares to employees.

In this regard, Wu Siying believes that this matter can be viewed relatively dialectically. According to the announcement, the company's employee stock ownership plan is designed with factors based on employees' historical contributions.

On the one hand, some companies did not do too much equity incentives before going public, and the first thing after going public is to divide a wave of equity based on historical contributions; on the other hand, there are not many shares granted to executives in Fuguang. , up to 0.38 million shares, and the company also launched the first and second restricted stock equity incentive plans.

　　In Wu Siying's view, Fuguang's employee stock ownership plan also tied the interests of employees to the company's market value to a certain extent. It is not necessarily only the performance appraisal that is linked to long-term interests. The donated stocks are also related to the company's market value or value. Strong hook.

　　"Of course, it cannot be ruled out that the employee stock ownership plans implemented by some companies have a certain interest bias. In this case, investors will pay more attention to whether the company can bear the diluted cost, how long it takes to bind employees, how to evaluate it, and whether it will be in the future. Can have better performance, etc." Wu Siying said.

　　Author: Huang Siyu