In the last week before the Spring Festival holiday, on January 31, a busy and suffocating day, I would like to share some micro-cases of equity design with you in the middle of the night. Today is the third series.
This spring, share at least 100 cases with you.
26 [France].
In October 2019, France issued an announcement, disclosing that the actual controller and founding shareholders of the company had signed a number of VAM agreements with external investors before listing, and that the company enjoyed the right of veto, anti-dilution, preemption, joint ownership, and most-favored-nation treatment at the shareholders' meeting and the board of directors. Currently,The VAM is conditionally terminatedIt did not lead to a change of control of the company and did not constitute a substantial obstacle to the issuance and listing.
27 [UFJ Technology].
The external consultant invested in the employee stock ownership platform with employee equity incentives** and confirmed the share-based payment expenses, and believed that there was no benefit transfer.
Rilian Technology Co., Ltd. (A22128.)SH) issued an announcement disclosing that Co-creation Japan Union is the issuer's equity incentive platform3 external advisors have access to the issuer through the shareholding platform, and ** are the same as the same employee equity incentive**According to the company, it is mainly due to the fact that the external consultants have made corresponding contributions to the overall development of the issuer, the funds are legal, and there is no transfer of interests.
28 [Bibet].
Prior to listing, there were two equity incentives, and the accounting treatment was a one-time inclusion of share-based payment expenses in the current profit or loss and apportionment during the service period.
29 [Convergence into a vacuum].
Huicheng Vacuum issued an announcement on August 2, 2022 to disclose that it had transferred equity at a parity to replace the nominee, and the net assets per share at the time of the transfer were less than 1 yuan, which did not belong to the situation where the tax basis was obviously low and there was no justifiable reason, and no tax was paid.
30 [Twining Bio].
Twining Biotech issued an announcement on October 26, 2022, disclosing that on June 3, 2020, in the process of the company's overall change to shares, the retained earnings were transferred to the capital reserve, and the registered capital did not change.
31 [Access to the Sea].
Tongdahai issued an announcement on May 20, 2022, disclosing that it had awarded 132 incentive recipients including Tang Jun500,000 virtual shares, the incentive object enjoys the right to share dividends and the right to appreciation, in December 2017, the issuer's shareholders to 3113 yuan equity ** to repurchase the above-mentioned virtual equity, the original holding of virtual equity of the thirteen incentive recipients with the cash received to the issuer's employee stock ownership platform Nanjing Zhiyi.
32 [Gangtong Medical].
On September 6, 2022, Gangtong Medical issued an announcement disclosing that the issuer had defects in the history of equity holding, inconsistencies between the industrial and commercial registration and the business license, etc., which had been effectively eliminated in the subsequent equity changes, and was confirmed by the competent industrial and commercial departmentThe false capital contribution has been effectively regulated through the method of supplementary capital contributionThere is no dispute over the company's shareholding structure. Therefore, the above-mentioned defects will not constitute a substantial legal obstacle to the issuance and listing.
33 [Zhonglong New Materials].
On November 8, 2022, Sinolong New Materials issued an announcement, disclosing that on November 21, 2019 and January 16, 2020, Sinolong New Materials and Jialong International signed the "Equity Transfer Agreement of Xiamen Changsu Industrial ***", respectively acquired % of the equity of Changsu Industry, acquired 100% of the equity of Changsu Industry in total, and actually paid a total of 8 equity transfers3 billion yuan.
Before the equity transfer, Changsu Industrial had paid cash dividends of 3 to Jialong International5.7 billion yuan. In view of the fact that the counterparty is a non-resident enterprise, Sinolong New Materials has made a taxable income of 1$3.3 billion withholding tax 1,326130,000 yuan.
34 [Dahan Software].
Dahan Software issued an announcement on October 21, 2022, disclosing the overall changes of the issuer in 2019 and its net assets of 26.4 billion yuan is converted into 50 million yuan, and the part of net assets exceeding the paid-in share capital is included in the capital reserve. During the restructuring, a total of 6 promoter shareholders were involved, including 1 corporate shareholder Yunxin Venture Capital, 1 partnership shareholder Ruiju Jingcheng and 4 natural person shareholders.
According to the company, the four natural person shareholders have paid individual income tax on the part of the undistributed profits and surplus reserve converted into share capital in the overall change, and have paid taxes in installments for five years on the part of undistributed profits and surplus reserve converted into capital reserve.
35 [Euan Design].
Youan Design issued an announcement on January 29, 2021, disclosing that in 2017, the actual controller Shi Zesong and others held a total of Youai Investment Partnership. 5,960% of the shares were transferred to Youai One Partnership, Youai San Partnership, and Youan Partnership.
In 2017 and 2018, the amount of share-based payments confirmed through the shareholding platforms Youai One and Youai San was 5,882480,000 yuan and 8,571700,000 yuan, a total of 14,454 share-based payment expenses were recognized180,000 yuan (a one-time confirmed share-based payment is adopted for the equity that can be exercised immediately, and an amortization is used to confirm the share-based payment for the option exercised in installments during the service period).
36 [Maxic].
Maxic issued an announcement on October 27, 2022, disclosing that from 2015 to 2021, Maxic implemented five annual equity incentive arrangements for employees. In January 2022, the issuer completed the deferred tax filing with the competent tax authority for the tax payment of equity incentives received by the partners of the employee shareholding platform.
Because the share-based payment involved in the implementation of the equity incentive is a share-based payment that is realized immediately and there is no clear agreement on the service period and other restrictions, it shall be included in the profit or loss for the current period in a lump sum；The issuer has accrued share-based payment expenses in 2015, 2018, 2019, 2020 and 2021 respectively according to the timing of the previous equity incentive grants.
37 [Shangtai Technology].
For the purpose of tax planning, the equity of the company held by the shareholding platform was restored to each partner, and the indirect structure was adjusted to a direct structure, and the consideration and individual income tax were not paid.
38 [Little Bear Electric].
0 yuan to share reduction and holding, the transferor has not paid the individual income tax.
Little Bear Electric (002959.)SZ) has issued an announcement disclosing that out of consideration for the convenience of signing relevant documents such as Xiaoxiong Co., Ltd., Long Shaorou has held Long Shaojing and Long Shaohong's capital contribution in Xiaoxiong Co., Ltd. (Long Shaojing, Long Shaohong, and Long Shaorou are sisters). In January 2016, Long Shaorou restored the shareholding on behalf of Long Shaorou with 0 yuan, Long Shaojing and Long Shaohong did not actually pay the equity transfer money to Long Shaorou, and Long Shaorou did not pay taxes. Escrow is a very common business arrangement. The restoration is usually carried out in the form of parity transfer, 1 yuan transfer and 0 yuan transfer, which is very easy to be verified and collected by the tax authorities. Like Xiaoxiong, there are also some cases of agency restoration, all of which have successfully communicated with the competent tax authorities, and have not paid individual income tax, which can be used as a reference when communicating with the tax bureau in practice. 39 [Shunkong Development].Controlled Development (003039.)SZ) issued an announcement on November 5, 2022, disclosing that the company intends to take 8400 million yuan in cash to acquire 60% of the equity of the target company (Zhongji Maoming) held by China Energy Engineering Group Capital Holdings, and the two parties agreed that if the cumulative actual net profit of the target company exceeds the cumulative promised net profit, the excess performance reward will be carried out after the expiration of the commitment period.
40 [Cress].From the case of Cress, we can see the time point of individual income tax verification when individual shareholders transfer equity at a low price. Cress issued an announcement on January 6, 2022, disclosing that its four shareholders transferred their total 5% equity interest in the company to Guan Xijun in September 2013. The equity transfer** refers to the company's net assets per share as of the end of September 20131111$19 as a basis. Considering that Guan Xijun's own funds were relatively tight at that time, the parties agreed that Guan Xijun would postpone the payment of the equity transfer. Subsequently, Guan Xijun paid the equity transfer in March 2016. In November 2016, the company went through the relevant industrial and commercial change registration procedures and tax payment procedures. When the tax department approves the individual income tax on the equity transfer, it refers to the net asset value of Cress Co., Ltd. in September 2016, that is, the net assets at the end of the previous quarter when the tax payment certificate is processed. From the case of Cress, we can see the installment tax of individual shareholders' investment in non-monetary assets.
Cress issued an announcement on May 25, 2022, disclosing the tax payment of the actual controller's investment in non-monetary assets in 2018That is, in accordance with the Cai Shui No. 41 of 2015, the five-year deferred installment tax was carried outThe tax is paid about 1% per year for the first 4 years and about 96% for the 5th year. 41 [United Imaging Healthcare].From the case of United Imaging Healthcare, the equity incentive plan of converting virtual shares into industrial and commercial shares before listing. United Imaging Healthcare (688271.)SH) issued an announcement disclosing that during the period from 2013 to 2020, the company issued virtual shares to the incentive recipients through the remuneration committee, and according to the relevant management measures, the virtual shares held by the incentive recipients during this period enjoy the right to dividends and the right to be converted into property shares of the employee stock ownership platform at a specific point in time.
In 2020, the issuer's virtual share plan was adjusted to an employee stock ownership plan according to the Subscription Letter for Virtual Share Conversion and Employee Stock Ownership Plan Shares. Holders of ESOP shares indirectly hold shares of the company through asset management plans and shareholding platforms.
Final Chapter
Because of my limited energy, I won't classify these cases. In my opinion, the order and classification are not of much significance for the study of equity design, after all, one enterprise has one practice, and it is necessary to understand the actual situation of the enterprise. If you are a friend of an economist, financial officer, or partner like me, and want to increase your practical experience through a large number of cases, and want to help me sort it out, I am of course very glad that you have joined. There are still many details of the case that I have sorted out in the fan base, and if it is a classic case, I will also write it separately after this series.
Today's topic:[What other cases do you want to hear?]