At the same time, partnership will inevitably involve distribution, that is, the two most important rights of equity: voting rights and dividend rights.

Article 34 of the Company Law stipulates that shareholders shall receive dividends in proportion to their paid-in capital contributions; When the company increases its capital, shareholders have the priority to subscribe for the capital contribution in proportion to the paid-in capital contribution. Except that all shareholders agree not to pay dividends according to the proportion of capital contribution or not to subscribe for capital contribution in priority.

Dividends are sharing money and profits. The ultimate goal of starting a business is to make money, not net profit. So when making money and making profits, how about sharing it equally between shareholders and partners? Dividend according to the proportion of paid-in capital contribution is a "breach of contract" clause in the company law. But at this point, the law completely follows the principle of autonomy of will, allowing shareholders to freely agree on dividends. That is to say, regardless of the proportion of subscribed capital contribution or the proportion of paid-in capital contribution, shareholders can not pay dividends according to this proportion, but distribute according to their agreed proportion.

Article 42 of the Company Law stipulates that shareholders shall exercise their voting rights at the shareholders' meeting in proportion to their capital contribution; However, unless otherwise stipulated in the articles of association.

The exercise of voting rights means "decentralization", which is the "default" clause in the Company Law. But here, "autonomy of will is greater than law", and the law gives priority to allowing shareholders to freely agree on how to "divide power", that is, they can agree that voting rights are inconsistent with the proportion of capital contribution. Regardless of the proportion of subscribed capital contribution or paid-in capital contribution, shareholders can completely "delegate power" without "delegating power" according to the proportion agreement.

This provision of the law has broken the routine and habit of many people taking the proportion of capital contribution as the distribution standard. In fact, the law did not stipulate that it can only be distributed according to the proportion of capital contribution, but it can be freely agreed. People used to have this habitual thinking because in the past, capital was the biggest era, rich investment was the most important and scarce, and everything produced could make money. Now the times have changed, and the role of funds in enterprises has gradually become smaller.

Here comes the question again: What is the standard of a free agreement? Where should I date?

The seminar on equity strategy of SIMM Equity Incentive Research Institute not only enables you to master the wisdom of equity strategy management from a higher level, but also allows you to experience the knowledge of equity incentive personally:

65438+February 7 ~9, Suzhou, China

Sim stock strategy seminar

Teach methods, give tools,

Planning, management and guidance.

Sim equity strategic management, leading the development of enterprises

course features

Curriculum module

First, the essence of equity strategy

1. The road to company development: Ye Cheng equity and loss-making equity.

2. The logic behind the power of equity: management radius and management radius.

3. What is equity strategic management? It is the process of corporate governance; It is the process of realizing the gathering of wealth and people; It is the process of maximizing enterprise value.

4. How to deal with the relationship between relatively stable corporate strategy and dynamically adjusted equity incentives?

5. The core of equity strategy: the flexible use and organic combination of voting rights and dividend rights.

6. How do corporate governance, finance and taxation, human resources, performance and strategic planning match the equity strategy?

Case:

Huawei's 30-year development path of equity incentive

Kexing: the vaccine "unicorn" torn by shareholders

Second, the four-quadrant method of equity: rational use of equity to break through the bottleneck of enterprises.

1. What are the characteristics and equity incentives of enterprises in different quadrants?

2. The world starts from the third quadrant: what about the founding enterprises? Avoid: building an unreasonable shareholding structure

3. Volkswagen Quadrant 4: Where is the ultimate professionalism? Avoid: don't lead the boss, lie on the credit book.

4. The second quadrant of the independent kingdom: Can decentralization be guaranteed? Avoid: people and property are not independent, and responsibilities and rights are not clear.

5. The first quadrant of vertical and horizontal cooperation: the benchmark of all-round enterprises. Avoid: losing control in the financing process.

Case:

There is no fixed enterprise: Laoganma, who will never go public, is also listed.

Interpretation of Alibaba Partner System

Third, control: the lifeblood of the enterprise! How much equity ≠ How much control?

1. Four principles should be followed to build a reasonable shareholding structure.

2. In the process of enterprise expansion, how to maintain control in the case of continuous dilution of equity?

3. Nine lifelines of equity distribution

4. How to choose enterprise control tools? One vote veto? Entrusted voting rights? Concerted action?

Case:

Xiaomi's listing in Hong Kong stocks: deep divestiture of different rights in the same stock

NVC Lighting Wu Changjiang Company lost control, lost the company and was in jail.

Four, one yuan, two, three rules of equity strategy

1. Did the boss lose money after decentralization? (One yuan: * * enjoys * * wins)

2. Can equity management be used as a template? (two in one: personalization)

3. Is equity incentive performance management or long-term institutional arrangement? (Two changes: institutionalization)

4. Why is it not popular today that "the train runs fast on the headband"? (Law of Automobile Motion)

5. employees work hard today for a better tomorrow (delay rule)

6. What you give is not necessarily what employees want (law of demand)

7. The significance of equity strategy: complete the management transformation from managing affairs to managing people.

Practical case: Why did Bosideng's turnaround fight so beautifully?

Five-stage model of equity incentive scheme design;

1 and 5-stage model summary: preparation stage+communication link+element determination+scheme implementation+dynamic adjustment.

2. Preparation stage: Do you know what your business is like? Do you dare to face the real purpose of equity incentive?

3. Communication link: Trust comes from a sense of fairness.

4. Determine the elements (stock source, shareholding mode, incentive mode, quantity, price, performance conditions and exit mechanism):

Source of shares: capital increase &; Share expansion?

Direct or indirect shareholding?

Advantages and disadvantages of nine design modes of equity incentive scheme and their application to enterprises

Who should participate in equity incentives? Tool: Select the standard evaluation scale

How much equity should you take out to encourage?

How to calculate the value of employees?

Valuation method

Which is more important, the exercise condition or the withdrawal condition?

……

5. Scheme implementation: Without legal protection, equity incentive is "streaking".

6. Dynamic adjustment: Equity incentives cannot be done once and for all.

Practical case: Jin Dadi Group —— How to build an all-round, multi-level and multi-platform equity incentive and business partner mechanism?

Six, how to avoid the minefield of equity and decipher the most difficult problem of equity incentive (discussion)

Which companies are not suitable for equity incentives?

Equity incentive, 10 Common wrong operation

Employees lack confidence in the future of the company, how to resolve it?

"Financial transparency", do you dare?

Is equity incentive right for posts or people? What if people and posts don't match?

When the company was established, it didn't know about the distribution of equity. How to adjust if you have a freak?

……

Seven, capital docking, open the road of enterprise value multiplication.

1. How to connect with the capital market?

2. Which enterprises are suitable for financing?

3. Financing and strategic direction: look at the enterprise from the perspective of capital.

4. How to shape the value of the company and let employees feel the value of the company?

5. How to carry out equity financing at low cost?

7. How can we build an equity structure that can effectively control enterprises and meet the requirements of the capital market?

Eight. On-site equity incentive scheme design and expert comment

1. Students design and explain the scheme themselves.

2. Students evaluate each other's plans, and experts focus on comments.

3. Create personalized and easy-to-operate equity incentive scheme for enterprises.

Course income

Understand the application and effect of equity incentive in different enterprises in a clear form, and clarify the position of equity incentive in enterprises.

Using the four quadrant method of equity strategy to determine the development path of enterprises and the corresponding dynamic adjustment path of equity strategy.

Control method Master a set of basic principles and methods of equity incentive scheme design, and realize the effective connection between equity strategy and enterprise strategy.

Draw lessons from experience, learn the case of equity incentive in benchmark enterprises, sum up past experience, and ensure the successful implementation of equity incentive in enterprises.

External income

Dean's Counseling: The Dean personally counsels and answers questions throughout the whole process.

Private board meeting: directly attack your most difficult equity issue at present.

Senior experience: old classmates talk about the experience of equity incentive scheme

Free retraining: one-time registration and lifelong retraining.

Resource docking: in-depth exchanges and resource docking between elites in various industries.

Free rights toolkit: reference template for scheme design and necessary legal agreement documents.

Expert tutor

Yuki Hsu

Dean of Sim Equity Incentive Research Institute

The author of The Power of Fairness.

Won the 20 15 outstanding enterprise system innovation award in Canada.

Won the honorary title of "20 16 outstanding innovative entrepreneur in China".

Independent director of listed company

Distinguished lecturer of Hongkong and Peking University Banking Corporation, Tsinghua Economic Management, Shanghai Jiaotong University and Hongkong Asia Business School.

15 years of practicing lawyer experience

2 1 year corporate executive experience.

British Yan Hui

Vice President of Sim Equity Incentive Research Institute

Nanjing Wuwei cultural creative industrial park creative tutor

15 years of practicing lawyer experience

6 years experience as an enterprise supervisor.

We have provided top-level architecture design and equity incentive scheme design services for hundreds of enterprises including Jin Dadi Group, Huacheng Group, Chuangtong Microelectronics, Jusheng Technology, Sanheli, Sanruisi, Shisan, Youputai and Lixin.

Rui Song

General Manager of Sim Investment Management Co., Ltd.

10 years experience in secondary market research and operation.

5 years investment experience in primary market.

Entrepreneurship Tutor of Zhejiang SME Innovation and Entrepreneurship Competition

Tsinghua University Sanchuang Competition Entrepreneurial Tutor

Di qi zhong gong Chuang she entrepreneurial tutor

program objective

Founder, person in charge,

Shareholders, general manager,

Head of human resources,

Chief financial officers and other core executives.

Last group photo

Service company business

Sim's customers are all over the clothing, e-commerce, chemical industry, medical care, new energy, new technology, real estate, finance, chain stores and other industries, covering state-owned enterprises, large group companies, listed companies, growth enterprises, start-ups and other enterprises at different stages of development. Sim hopes to help entrepreneurs with the winning spirit to complete the top-level design and help enterprises take off through dedication and professionalism!

……

Student praise

Gao Dekang

Chairman of Bosideng Co., Ltd. and Chairman of the Board of Directors of Bosideng International Holdings Limited

In June this year (2065 438+06)5438+0, I took eight core members of the equity incentive reform team to attend Simms' equity incentive program class at Suzhou Taihu Training Base. After the course, a number of consulting institutions including SIMS were compared. Everyone agrees that the Sims team is more professional, and its members have dual knowledge structure and experience background in law and enterprise management, which fully meets the requirements of our company's equity incentive scheme design. In the process of cooperation, the SIMS team also demonstrated their professionalism and professionalism. I think the equity incentive scheme designed by Simms for us is one of the best schemes in the clothing industry. The excellent communication skills of the Sims team also enable the two teams to cooperate efficiently and make the implementation of the plan smoother.

bundle sales

Co-founder of Yongle Electric Appliance, one of the three giants of national household appliances listed in Hong Kong | Currently the founder and chairman of Shushi Tea Ceremony, a new national OAO retail tea chain brand, and the founder and chairman of Renze Investment.

Sim's team as a whole is great and has expertise in the field. Originally, I have compared three equity incentive consulting institutions. Considering that the core team of SIMS is lawyers and executives, it can ensure safety and make the enterprise better on the basis of safety. I believe our choice is correct!

Li Chengjiang

Vice President of Jiangsu Jin Dadi Group

Sim's multi-level and all-round equity incentive scheme for Jin Dadi Group. Among several departments, the hotel department is the fastest, the most successful and the best. The implementation effect exceeded our expectations! As we all know, five-star hotels, especially luxury hotels, are basically losing money, with very slow growth and more brand value. However, our Fermon Hotel is well-known in the hotel industry, and its performance is good. They (hotel management) are still confident to complete the target assessment of 20 18! In addition, our own brand Nogya Hotel, after the implementation of equity incentive on 20 17, has brought about vigorous development!

Nathan Chen

Guangzhou seagull sanitary bathroom co., ltd

I come from Guangdong. I seldom attend training. I put forward the equity incentive myself. I told my boss to do equity incentives. The boss just got a call from Dean Xu and told me that he must find an expert to do equity incentives. Experts make things clear in a few words, so we must do these things with the help of experts. After listening to this sentence, I must come and meet Dean Xu. I think I have gained a lot through this lecture. Our company will soon have two projects to cooperate with Dean Xu, one is a listed company and the other is a bathroom, and we will cooperate.

Classic example

Bosideng is the first brand of down jackets in China, which was successfully listed in Hongkong in 2007 and became the industry leader.

At the beginning of 20 16, SIMM research institute provided Bosideng with equity incentive and business partner mechanism services, which helped Bosideng achieve double growth in revenue and net profit. According to the "profit forecast is positive" released by Bosideng in April this year: "It is estimated that the income and profit attributable to equity holders in 20 17/20 18 are higher than those in 20 17.

Based on the high recognition of Sim's professionalism and service concept, from 2065438 to August 2006, Bosideng invested RMB10 million to become a shareholder of Sim. Sim once became the only equity incentive consulting institution invested by customers in the industry and became a story in the industry!

Brief introduction of organizer

SIMM Equity Incentive Research Institute focuses on the research and personalized scheme design of enterprise equity incentive (including employee stock ownership plan), providing training and consulting services related to equity incentive for enterprises and providing investment and financing services for enterprises in need.

when and where

Time: 2018 65438+7-9 February (check-in on the evening of 6 February)

Venue: Suzhou Taihu Golf Hotel (No.2 Shuli Road, Suzhou Taihu National Tourism Resort)

Tel: 4007788029

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