Shareholder entry and exit mechanism
Entry and exit mechanism
Entry mechanism:
Entry conditions: According to the actual situation and needs of the company's development, the proposed introduction of shareholders needs to be in line with the original shareholders, which can help the development of the company, and is in compliance with the company's articles of association or approved by the board of directors (or shareholders' meeting).
Entry method: If a new shareholder is introduced, the original shareholder agrees to transfer the equity to the shareholder in the same way as the original shareholder agrees in writing.
Exit mechanism:
According to the company's articles of association or approved by the board of directors (or the shareholders' meeting), the shareholders may transfer the shares internally, externally or by other means to achieve the exit, otherwise the exit shall be implemented in a differentiated manner according to the following circumstances:
First, of course withdraw (original price repurchase)
Zeya Enterprise Management Consulting believes that if one of the following circumstances occurs, the company will repurchase its shareholding at the original subscription price and will not issue its current year's dividend:
1. The shareholder loses his ability to work;
2. A shareholder dies, is declared dead or is declared missing;
3. Shareholders reach the retirement age as stipulated by law or company;
4. A legal person or other organization that is a shareholder is revoked business license, ordered to close, revoked, or declared bankrupt;
5. The shareholder is not qualified for the job position or refuses to obey the company's work arrangement, and the company's board of directors approves the cancellation of its shareholder qualification;
6. Due to force majeure or unexpected events, this contract has been unable to continue in law or in fact, or the fundamental purpose of the contract has not been realized;
7. Others who terminate the labor contract due to the fault of the shareholders.
If the above situation does not affect the exercise of shareholders' rights (such as shareholders not holding company positions) and the company's development, the shareholders may retain shareholders' rights upon approval by the board of directors (or shareholders' meeting).
Second, the name of the exit (free repurchase)
If one of the following circumstances occurs, the company has the right to cancel its shareholder status, recover its shareholding without compensation, and no longer pay dividends for the current year. If the company causes losses, it must compensate the company:
1. Resigned after less than one year;
2. Unauthorized transfer, pledge, trust or other means of disposing of the shares held by it without the approval of the company's board of directors (or shareholders' meeting);
3. Serious violation of company rules and regulations;
4. Serious dereliction of duty, malpractice, causing significant damage to the company;
5. Self-employed, joint venture with others, or business of the same or similar business as the company's business without the approval of the company's board of directors (or shareholders' meeting);
6. Being investigated for criminal responsibility according to law;
7. According to the assessment of the Performance Appraisal Management Regulations, the accumulated three monthly assessments during the assessment year are unqualified for the post or two consecutive monthly assessments are unqualified;
8. Shareholders have other acts that seriously damage the company's interests and reputation.
Third, the expiration of the expiration (current repurchase)
If a shareholder withdraws or retire after the company has held a share for more than a certain period of time, the company may repurchase its share at the current price.
Reference method:
10-year expiration:
After the shareholder holds the shareholding after 10 years of voluntary resignation, of course withdraws or retirees, the company repurchases the shareholding held by the company, and the repurchase price is repurchased at the current price: the share of the shareholder's share of the company's net assets in the previous year. However, shareholders can choose between the following two repurchase methods according to their needs:
1. The company repurchased its equity held by the company and paid a dividend of five years according to the dividend standard of the previous year;
2. Each time the company repurchases 20% of its total equity, it repurchases its shareholdings in five years, and shareholders have the right to
The company’s net profit for the previous year and the amount of equity it owns at each repurchase enjoy dividend distribution. However, if the shareholder dies within five years, the company will repurchase the remaining shares at the current price, and the dividend will not be released.
Shareholders must make choices within a reasonable period of time set by the company's board of directors and inform the company's board of directors in writing. If the shareholders do not inform the company's board of directors in writing within a reasonable period of time, the company's board of directors defaults to the shareholders' choice of the first type of repurchase.
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