Equity Incentive State-owned Enterprise GP Partnership Shareholding Platform.
In the equity incentive plan of an unlisted enterprise, when designing the exit mechanism, it is generally agreed that if the employee withdraws before the enterprise goes public, the equity will be repurchased by the enterprise to avoid equity outflow.
This kind of repurchase operation will face some troubles in practice. According to the company law, a limited liability company cannot repurchase the equity of the enterprise, and the operation in the form of capital reduction is more cumbersome, so the general practice, the agreed enterprise repurchase, often through the shareholding platform GP to implement, that is, by the shareholding platform GP to repurchase the share of property held by the employee, in addition to providing employees with an exit channel, but also objectively realize the first class of the enterprise's equity.
Under this model, the GP that undertakes the repurchase obligation is equivalent to making a capital pool on behalf of the company, the old employees withdraw, the equity is returned to the GP, and the GP pays the consideration to the old employees according to the agreed mechanismNew employees enter the company, receive equity from the GP, and pay the capital contribution to the GP.
This mode of operation objectively realizes the orderly advance and retreat of equity, and it is operated within the shareholding platform, and the shareholder structure of the enterprise remains unchanged, which has great advantages.
Under this model, GP represents the company to objectively assume the risk of capital advance obligation and change in equity withdrawal, which is also the proper meaning of the role of the capital pool.
For private enterprises, GP is generally served by the boss of the private enterprise himself or a person he trusts, and it is not difficult to bear the corresponding obligations and risks, because its financial strength and risk tolerance are strong, and to bear these obligations and risks, itself is to maximize the effect of equity incentives, and the ultimate embodiment of the company's incremental income or shareholders account for the majority, therefore, the benefits and obligations are matched.
However, in the context of equity incentives of state-owned enterprises, the role of GPs faces special difficulties.
State-owned enterprise shareholding platform GpCharacter dilemma
Due to the restrictions of relevant policies, the status of non-employees of state-owned enterprises is not eligible to participate in equity incentives, therefore, when the equity incentives of state-owned enterprises are implemented, the GP in the shareholding platform is mostly held by the senior employees with higher positions in the incentive objects, and the capital advance obligations and the risk of changes in the investment and withdrawal of shares to be borne by the role of the GP capital pool are also borne by the senior employees.
Different from the boss of private enterprises, the essence of the senior employees of state-owned enterprises is still employees, and limited by the policy, their shareholding ratio is generally low (less than 1%), therefore, requiring an absolute minority shareholder of the employee, to bear the risk of change in the obligation to advance funds that may exceed its benefits, and the income obligation does not match, it requires the senior employee to have a strong sense of responsibility and responsibility, which is objectively a bit difficult.
Specifically, there are two dilemmas:
First, the obligation to advance funds. In the equity incentive of state-owned enterprises, based on the entry of follow-up incentive objects, a certain proportion of equity will generally be set as reserved, and the reserved equity will be held by GP, but according to the policy requirements, the plan landing link requires a one-time capital contribution (restricted equity), then the capital contribution obligation corresponding to the reserved equity needs to be fulfilled by GP, and the senior management of the GP also holds a certain share of equity, and the sum of the two items will result in a higher one-time capital contribution amount and greater capital contribution pressure.
Second, the risk of change. The exit and entry of non-listed state-owned enterprises before listing are generally valued with reference to the net assets of the previous year, but because the exit of old employees and the entry of new employees are not perfectly connected, and the fluctuations of the operation of the enterprise itself will lead to the difference in the equity ** denominated in the net assets of different years. Then, it may be possible for GP to repurchase the equity of the exiting employee at 2 yuan**, but when the new employee buys the shares two years later, the price difference loss will be borne by GP. This is also quite difficult for GPs to accept.
Hotspot Engine Plan The GP dilemma of the state-owned enterprise shareholding platform is solved.
The essence of this dilemma of the role of GPs lies in the fact that the senior employees of state-owned enterprises, as minority shareholders, bear obligations and risks that are not commensurate with their earnings. In this case, it is undoubtedly inappropriate to blindly ask senior employees to play a style and dedication.
To solve the GP dilemma of state-owned enterprises, it is still necessary to start from the perspective of matching income obligations.
First, when calculating the data, fully assess the pressure of reserved equity contribution. When the equity incentive plan of state-owned enterprises is designed, the first share is basically determined, and the key is the amount of reserved equity to advance the amount of equity. Generally speaking, the amount of reserved equity mainly considers the number of personnel who may enter the company in the future, but it is also an important dimension that cannot be ignored in combination with the ability and willingness of senior employees to be appointed as GPs.
Second, when formulating a GP, priority should be given to recommending an enterprising style of leadership. Senior employees who serve as GPs have borne the corresponding obligations and risks, but also enjoy special benefits. According to the relevant policies of state-owned enterprises, the proportion of individual shareholding of employees shall not exceed 1%, but it is entirely possible that the senior management of the GP may hold the reserved equity on behalf of the employee, and the actual shareholding ratio exceeds 1%, and the excess part is because he has advanced the capital contribution, so he naturally enjoys the dividends and value-added income corresponding to the shareholding on behalf of the employee.
In this case, as long as the annualized conversion of the dividends and value-added income of the nominee equity is higher than the cost of advancing funds, it is objectively cost-effective. If the annualized comprehensive income is 15% (this level of income is more common in the equity incentive of state-owned enterprises), the reserved equity advance funds are equal to 15% of the net income if they are their own funds, and if they are personal borrowed funds, as long as the borrowing cost is less than 15%, they are still guaranteed to make a profit.
Of course, the cost of capital and income can be calculated, which does not mean that everyone is willing to do it, so it is necessary to give priority to leaders who are enterprising and willing to take risks to make the difference.
Third, when the agreement is drafted, the threshold rules for the pricing of reserved equity are set. Taking into account the above-mentioned fluctuation of shareholding**, it can be stipulated that new employees will become shareholder**, whichever is higher according to the initial shareholding** and the net assets of the previous year**, so as to reduce the risk of loss of GP.
Of course, such a rule also objectively increases the willingness of new employees to buy shares, which can only be said to be the lesser of two evils.
In short, the essence of equity incentive is based on the human game under future projections. In the context of state-owned enterprises, it is inhumane to require employees who serve as GPs to bear risks and obligations that exceed their benefits. Therefore, meticulous data measurement, forward-looking rule design, and enterprising leadership are all indispensable to break through this dilemma.