"Zero-cost" employee stock ownership plan attracts hot discussion, experts remind attention to the risk of benefit transmission

　　Our reporter Wu Xiaolu

　　On February 19, Dongshan Precision released the 2022 shareholding plan for core management personnel and technical talents. The plan does not require capital contributions from holders. Except for the required expenses such as account opening fees, handling fees and relevant taxes, employees do not need to pay other expenses.

The source of the shares is the 1.3661 million shares previously repurchased by the company.

　　Recently, the 1 yuan/share "fracture price" and "zero-cost" employee stock ownership plan launched by listed companies has attracted market attention.

According to the reporter's review, as of February 20, three companies have launched "zero-cost" employee stock ownership plans during the year.

　　Experts interviewed by reporters believe that the original intention of the employee stock ownership plan is to motivate employees, but if the rules are not properly designed and implemented, it may lead to distortion of incentives, damage the interests of small and medium shareholders, and may even be suspected of benefit transfer.

The supervisory layer can improve the relevant rules, guide the existing governance institutions of listed companies to play a role, and conduct long-term supervision.

　　3 listed companies during the year

　　Release of "zero-cost" employee stock ownership plan

　　Equity incentives and employee stock ownership plans are common ways for listed companies to motivate employees.

According to statistics from Oriental Fortune Choice, as of February 20 this year, 30 listed companies have issued employee stock ownership plans (statistics based on the date of the first announcement).

In terms of progress, 2 have been implemented, 15 have passed the shareholders' meeting, and 13 have passed the board of directors.

　　From the past, listed companies implemented employee stock ownership plans, and there were not a few cases where employees held shares at "zero cost".

According to incomplete statistics, in 2021, the employee stock ownership plans of 13 listed companies such as Perfect World and Taoli Bread will all have "zero cost".

Since the beginning of this year, in addition to Dongshan Precision, the employee stock ownership plans of Korrun Co., Ltd. and Fuguang Co., Ltd. are also "zero cost", and the employee stock ownership plans of the latter two have been inquired by the Shanghai and Shenzhen Stock Exchanges.

　　"Zero on the price meets the" Guidance on the implementation of pilot listed companies ESOP "in the 'self-financing your own risk, equality and interests of other investors' basic principles, whether the case of delivery to specific objects of interest exists, whether damage the interests of the company and its shareholders. "the Shenzhen stock Exchange said in the inquiry run off shares in.

　　"The original intention of the employee stock ownership plan is to motivate employees, but its purpose is complicated." Zheng Zhigang, a finance professor at Renmin University of China's School of Finance and Finance, said in an interview with a reporter from Securities Daily that in addition to the incentive itself, sometimes it will become a big Shareholders strengthen company control, executives establish personal authority, and companies maintain stock price stability.

The original intention of implementing incentives through employee stock ownership plans is good, but in the design and implementation of rules, improper setting may lead to distortion of incentives, such as employees obtaining incentive shares at "zero cost" or very low cost.

　　"The implementation of the employee stock ownership plan is to allow employees to take symmetric responsibilities for their rights and interests in a certain way in the future. This is also a basic principle of international employee incentive plans. However, if employees do not pay the corresponding costs , that is, if there is no corresponding acceptable income, it will increase its moral hazard tendency. Such employee stock ownership plans often produce distortions in incentives and ultimately fail to achieve incentive effects.” Zheng Zhigang further stated.

　　"According to the regulatory provisions, the stock grant price of the equity incentive plan shall not be lower than the par value of the stock, and in principle shall not be lower than 50% of the market price. As for the stock pricing of the employee stock ownership plan, the "Guidelines on the Pilot Implementation of the Employee Stock Ownership Plan by Listed Companies" The Opinions have not clearly stipulated." Qi Menglin, a senior partner of Huashang Law Firm, said in an interview with a reporter from Securities Daily that in the employee stock ownership plan, employees obtain stocks at a lower price, which is conducive to maximizing employees' interests ; But seriously deviate from the pricing of the stock price of listed companies, its commercial rationality is easily questioned, leaving room for benefit transmission.

　　"Judging from the current situation, the relevant rules do not stipulate the shareholding price of the employee stock ownership plan, but the impact of the relevant plan on small and medium shareholders should be considered. If the company pays a higher cost to implement the employee stock ownership plan, it will affect the company's profitability. The impact is relatively large and may affect the interests of other small and medium shareholders, and supervision needs to be paid attention to." Zhao Xijun, co-director of the China Capital Market Research Institute of Renmin University of China, said in an interview with reporters.

　　Need for "zero-cost" employee stock ownership plans

　　long-term supervision

　　"The exercise rules are also an important indicator for evaluating the employee stock ownership plan, that is, the lock-up period of the employee stock ownership plan and the design of the conditions for lifting the ban are also very critical." Zheng Zhigang said.

　　Specifically, in the employee stock ownership plan released by Dongshan Precision, there is no performance appraisal requirement at the company level.

However, the company stated that it "sets up strict individual future performance evaluation requirements and income redemption cycle", and "incentives and grant scale match the company's established evaluation system and employees' contribution to the company."

　　FUGUANG shares is an emergency regulation was modified after the inquiry ESOP program, the transferee will not need to adjust funding for the transferee price of 10 yuan / share, and the new addition of objective assessment of the company's overall performance level.

　　Regarding strengthening the supervision of "zero-cost" or low-cost employee stock ownership plans, Zheng Zhigang believes that regulators should guide the existing governance institutions of listed companies to play a role.

The employee stock ownership plan involves the issue of equity change. From a procedural point of view, a general meeting of shareholders should be held, and some system design should be carried out at the general meeting of shareholders, so that small and medium shareholders can express their own voices and make their own demands, which will help prevent or reduce the use of employee stock ownership. The act of transferring benefits in the name of a stock plan.

　　"Is there a transfer of benefits if you want to harm the interests of small investors to the core." Zhao Xijun said, first of all, look at employee stock ownership plan itself conform to the relevant rules, the implementation process compliance with the appropriate procedures.

For example, in the Board of Directors, the shareholders' meeting, the stakeholders need to avoid excited, can not participate in the vote.

If no avoidance mechanism, the plan may flawed or non-compliance; secondly, to look at the performance assessment requirements set by the company, whether it can maintain a stable core backbone incentive to create value for investors to bring more revenue; and finally, holdings design can not affect the secondary market price, resulting in significant fluctuations.

Not only need to focus on whether the regulatory compliance program, also need to continue to focus on the implementation of the follow-up.

　　Qi Menglin believes that the supervision should strictly control the continuity of the employee stock ownership plan and the rationality of the salary structure, and compact the responsibilities of all parties from the perspective of preventing the transfer of interests.

In addition, the transfer of benefits is hidden and long-term, and supervision requires long-term supervision of "zero-cost" employee stock ownership plans.

(Securities Daily)