19 companies launched "0 yuan purchase" employee stock ownership plan, and nearly half of them received letters of concern from the exchange

　　Flush data shows that since the beginning of this year (as of December 4), 19 A-share companies such as Souhang Hi-Tech and Dingjie Software have launched "0 yuan purchase" employee stock ownership plans.

　　Listed companies frequently launch such "generous" employee stock ownership plans, which have aroused the attention of regulatory authorities.

"Securities Daily" reporter combed and found that among the 19 companies that launched related plans, nearly half of the companies have received letters of concern from the exchange. Incentive objects, including directors, supervisors and executives, whether there is a disguised benefit transfer, and whether the performance evaluation indicators are reasonable are the focus of attention of the regulators.

"0 yuan purchase" attracts the attention of exchanges

　　In the letter of concern issued by the stock exchange, the regulators are generally concerned about "whether the price of 0 yuan per share is in line with the principle of 'self-responsibility for profits and losses, and risks at your own risk'."

　　An analyst who did not want to be named told the "Securities Daily" reporter: "The "Guiding Opinions on Implementing the Pilot Program of Employee Stock Ownership Plans for Listed Companies" requires that the employee stock ownership plan adopts the principle of 'own profits and losses, own risks, and equal rights and interests with other investors. ', so when the transfer price is lower than the average repurchase price, especially at 0 yuan or far lower than the repurchase price, it will attract the attention of the exchange."

　　On December 1, the Shenzhen Stock Exchange issued a letter of concern to Shouhang Hi-Tech in response to the "0 yuan purchase" employee stock ownership plan.

Require Shouhang High-Tech to further explain the pricing method, basis and rationality of the transfer price of the employee stock ownership plan in combination with the company's operating conditions, the company's stock price, and the average repurchase price. The employee stock ownership plan is transferred at 0 yuan per share Whether the repurchase of shares conforms to the basic principle of "being responsible for one's own profits and losses, and one's own risks", and whether it is conducive to enhancing the company's competitiveness.

　　The 2022 employee stock ownership plan launched by Shouhang Hi-Tech shows that the scale of the plan does not exceed 64.34975 million shares, accounting for 2.53% of the company's current total share capital, and the number of participants does not exceed 180.

　　Shouhang Hi-Tech will repurchase shares in two phases in 2019 and 2020. The highest purchase price is 4.65 yuan per share, and the lowest price is 2.59 yuan per share.

A total of 64.3498 million shares were repurchased, and the total amount paid was 240 million yuan.

　　In response to the "0 yuan purchase" employee stock ownership plan, Shouhang Hi-Tech said that this move is an affirmation of the core management and core backbone employees who have made outstanding contributions to the company's operating performance in 2021 and 2022.

The second is to enhance the sense of responsibility and mission of the company's core management and core employees for the company's growth and development, fully mobilize their enthusiasm for work, further improve the company's performance, and strive to achieve higher business goals.

　　Wang Haijun, a partner of Peking University, said, "Listed companies implement the '0 yuan purchase' employee stock ownership plan, and the shares granted are all derived from the shares repurchased by the company in the secondary market. By repurchasing the company's shares, the company's stock price can be further stabilized. , to enhance investor confidence. But at the same time, the fair value of the stock at the time of grant will be fully included in the company’s share-based payment costs, which will inevitably increase the company’s management expenses and reduce the company’s net profit.”

Conveyance of interests in disguise becomes the focus of attention

　　The reporter of "Securities Daily" sorted out and found that most of the participants in the employee stock ownership plan of the company concerned involved the company's directors, supervisors and senior executives, and the holding shares accounted for a relatively high proportion.

Therefore, whether there is a disguised benefit transfer has also become a key concern of the exchange.

　　"Listed companies bind the interests of employees with the company through employee stock ownership, mainly to motivate employees, enhance their enthusiasm and initiative, and benefit the sustainable development of the company. The risk of the '0 yuan purchase' employee stock ownership plan lies in There may be benefit transfer, so the regulators will focus on such issues to prevent benefit transfer, which will damage the interests of listed companies and small and medium shareholders.” Yang Delong, chief economist of Qianhai Open Source Fund, said in an interview with a reporter from Securities Daily .

　　The employee stock ownership plan of Shouhang Hi-Tech shows that the number of participants does not exceed 180, including 6 directors (excluding independent directors), supervisors, senior management personnel, and key management personnel. About 17.56%.

No more than 174 other employees will share the remaining 82.44% of the shares, corresponding to approximately 53.0498 million shares.

　　Dingjie Software’s employee stock ownership plan shows that the total number of participants is 41, of which 5 are the company’s core management, including the chairman and general manager, and the subscription share accounts for 46.43% of the total share of the employee stock ownership plan.

The remaining 53.57% of the shares will be allocated to 36 core managers and core backbones.

　　For the above situation, the regulatory authorities will also require the company to provide a supplementary explanation of the method and rationality of the selection of participants based on their employment status, job responsibilities, specific contributions, etc., and whether they deliberately evade the "listed company equity incentive management measures" granted The relevant requirements of price and object, whether there is a situation of benefit transfer in disguise.

　　"As for the '0 yuan purchase' employee stock ownership plan, it can be used in order to motivate employees under the condition of fair market. However, reasonable and scientific arrangements and designs should be made in terms of systems and procedures." Government of Beijing Normal University Song Xiangqing, vice president of the Management Research Institute and director of the Industrial Economic Research Center, told the "Securities Daily" reporter, "Market doubts are a common phenomenon. Listed companies should actively respond to issues that the regulatory authorities are concerned about. This is also an effective way to resolve related doubts and contradictions. It is conducive to maintaining the capital market environment and safeguarding the interests of employees and enterprises."