下载后有风险提示） (There is a risk prompt after downloading the blue font in the text)
Company Name (Party A):
Unified Social Credit Code:
In view of Party B's past contributions to Party A, in order to fully mobilize Party B's enthusiasm and ensure the healthy and stable development of the company, Party A agreed to use equity to motivate Party B's work. In order to clarify the rights and obligations of both parties, the following agreements have been concluded after friendly consultations between the two parties:
Unless the terms or context of this agreement indicate otherwise, the following terms have the following meanings:
1. Group: In order to implement a diversified business strategy, the controlling shareholder (also known as Party A) has established corresponding companies in various fields. These companies are closely linked in terms of business, distribution, production, and so on, and are formed together. alliance. The company in the alliance can be a subsidiary of _____ Co., Ltd., or it can be another company that _____ Co., Ltd.'s controlling shareholder personally invests and has control.
2. Participating enterprise: refers to an enterprise where _____ Investment Management Co., Ltd. or Party A holds shares in the name of an individual but does not have control.
3. Controlling shareholder: refers to the shareholder whose capital accounted for more than _____% of the company's total capital, or although the proportion of capital contribution is less than _____%, but the voting rights enjoyed are sufficient for resolutions of shareholders 'meetings and shareholders' meetings Shareholders with significant influence.
4. Net assets held by Party A: refers to the assets owned by Party A and freely disposeable by the original capital invested by Party A and the retained earnings generated by the related companies in which the shares are held and the shares transferred The formation of the investment income formed. Including the net assets of group alliance companies and participating companies.
5. Dividend shares: refers to the shares that Party B can occupy a certain percentage of the company's shares without actually contributing capital. The owner of the shares does not have shareholder qualifications, only enjoys dividend rights, has no voting rights and ownership, and cannot be transferred, traded or inherited. And gifts, canceled after leaving the company.
6. Silver shares: refers to the shares paid by Party B to Party B for certain shares transferred by Party A, or Party B meeting certain conditions for gifts from Party A to Party B. Although the shares do not need to be registered in the industry and commerce department, they enjoy the right to dividends, the right to retain income, the right to inherit when certain conditions are met, and bear the corresponding obligations.
7. Profit after tax: residual profit after income tax. The calculation formula is: profit after tax = total profit × (1-income tax rate).
8. Appreciation from equity transfer: It is the net value of the relevant shares held by the nail party. The net value of the transfer income after deducting investment costs and related taxes is calculated as follows: the appreciation caused by the equity transfer = Party A's transfer of shares Revenue-corresponding investment costs-related taxes.
9. Dividend amount: It refers to the calculation of the base value based on the after-tax profit and the appreciation value of the equity transfer. Shareholders and Party B will distribute dividends according to the proportion of dividends they hold, including dividend shares and silver shares. For the convenience of expression, the sum of the after-tax profit and the appreciation brought by the equity transfer is called net income, that is: net income = after-tax profit + appreciation brought by the equity transfer.
9. The formula for calculating the dividend amount is: dividend amount = net income available for distribution × (1-for corporate retention ratio) × (1-withdrawing year-end reward fund ratio) × dividend share ratio. The distribution ratio shall be determined separately by the shareholders' meeting.
10. Net income available for distribution = Net income + Party A's personal expenses already listed.
11. Conversion right: refers to the right of Party B to convert the dividend shares granted by Party A into silver shares.
12. Conversion date: the date on which Party B exercises the conversion right. Specifically, it refers to the _____ month _____ day or _____ month _____ day or other date specified in this agreement when the service period reaches a certain number of years.
13. Conversion period: refers to the period within which Party B requires the dividend shares granted by Party A to be converted into silver shares.
14. Exercise date: the date on which Party B executes the conversion of dividend shares into silver shares, that is, the date on which the dividend shares are purchased into silver shares.
15. Conversion price: refers to the purchase price when Party B executes the conversion of dividend shares into silver shares.
16. Repurchase: It is the act of the nail party to repurchase the silver shares held by Party B.
17. Incentive rights: refers to the related rights and benefits enjoyed by Party B, including the right to dividends, the right to convert dividend shares into silver shares, the right to retained earnings enjoyed by silver shares, and the right to inherit silver shares after certain conditions are met.
Subject matter of the agreement
_____％的分红股，乙方（是／否）具有转换权。 1. Party A, with the unanimous consent of all shareholders, decides to grant _____% of the dividend shares of the group companies and participating companies owned by all the controlling shareholders of Party B. Party B (yes / no) has the right to convert. _____％。 This share refers to _____% of the shares held by Party A, not _____% of the total shares of the enterprise . The specific scope is as follows:
Table 1: Amount of shares invested by the Group Unit: 10,000 yuan
Party A's investment amount
Party A's rights
1% incentive equity value
Table 2: Amount of Group Holding Enterprises Unit: 10,000 yuan
Total net assets
Party A's rights
1% incentive equity value
2. The scope of the shares granted by Party A to Party B will vary with the number of shares and shares of the group companies and participating companies in Party A. However, after the implementation of this plan, employees will directly invest in new enterprises or participate in projects because employees have been considered. Incentives, so this part of the shares held by Party A is excluded.
_____％转换成银股。 3. Party B (Y / N) converts _____% of the amount of dividend shares granted by Party A into silver shares.
_____万元（_____年_____月_____日止）为基数,转换价格为净资产的_____％，双方确认按折算后的_____万元作为购买价。 Those who choose to convert the amount of dividend shares granted by Party A into silver shares: the conversion period shall not exceed six months; after the conversion, the amount of dividend shares held by them will be automatically diluted; (End of _____ year _____ month _____) as the base number, the conversion price is _____% of the net assets, and both parties confirm that the converted _____ million yuan is used as the purchase price.
4. After the end of the annual accounting settlement, Party A calculates the net income available for distribution in the previous year. Party B's scoring bonus is the ratio of the dividend and silver shares granted to Party B by Party A times the annual net income available for distribution. ×（乙方的分红股股份比例＋乙方的银股股份比例）。 That is: Party B's scoring bonus amount = annual net income available for distribution × (Party B's dividend share ratio + Party B's silver share ratio).
Implementation of the agreement
_____月_____日前进行上一年度会计结算，得出上一年度可供分配的净收益总额，并将结果及时通知乙方。 1. Party A shall carry out the accounting settlement of the previous year before _____ month _____ of each year to obtain the total net income available for distribution in the previous year and notify Party B of the results in a timely manner. If the settlement cannot be completed due to special circumstances, pre-settlement can be made before _____ month _____ days, but the formal settlement time must not exceed the end of _____ month at the latest.
When Party A calculates the net income available for distribution, Party A's personal expenses that have already been disbursed shall be excluded from the total expenses and included in the net income available for distribution. Party A's personal expenses that have been settled are reflected separately when reporting.
_____日前享受分红。 2. Party B enjoys dividends before the _____ days of the Chinese New Year each year . Party A shall pay Party B the _____ times of scoring bonus within _____ working days after determining that Party B is scoring bonus.
3. Party B's scoring bonus shall be paid in Renminbi. Unless Party B agrees, Party A shall not pay in other ways.
4. In addition to enjoying share infrared, Party B can also enjoy year-end incentive fund incentives.
_____年_____月_____日起执行，_____年所实现的净收益，乙方享有按照此计算的分红额和提取的年终奖励基金。 5. Dividend shares and year-end reward funds can be implemented retrospectively from _____ year _____ month _____, and the net income realized in _____ year, Party B enjoys the dividend amount calculated and the year-end bonus fund drawn in accordance with this.
Exercise of conversion rights
_____年，有权再次要求甲方将分红股转换成银股，转换日为满_____年当年的_____月_____日或_____月_____日（以满五年后最先接近的日期为准），但行权日从转换日起不得超过_____年。 1. After Party B has obtained the dividend shares for _____ years , Party B has the right to request Party A to convert the dividend shares into silver shares again. _ Day (whichever comes first after five years), but the exercise date must not exceed _____ years from the date of conversion. If the conversion right is not exercised, it will continue to be a dividend share.
_____倍（打_____折）。 2. The conversion price is based on the net assets of the convertible shares on the conversion date, and the conversion price is _____ times (a _____ discount) the net assets .
_____年，当年的_____月_____日或_____月_____日（以满_____年后最先接近的日期为准）分红股可转换为银股，转换价格为_____。 3. Party B's dividend shares can be paid in _____ years of the company's service period , _____ month _____ or _____ month _____ (whichever is the closest date after _____ years). Converted to silver shares, the conversion price is _____.
V. Persistence and withdrawal of dividend shares and silver shares
1. During the service period of the company, Party B's dividend shares will continue to exist. From the date of leaving the company, the dividend shares will automatically be forfeited, and any undivided dividends will no longer be cashed.
2. Of course, during the service period of Party B, the silver shares will continue to exist. If you leave the company, the following rules shall apply:
_____年的，甲方区别不同情况进行回购：_____年内离开公司的，按原购买价加银行同期存款利息回购；满_____年不满_____年的，按原购买价的_____倍回购。 If the service period is less than _____ years, Party A will repurchase according to different circumstances: If the company leaves the company within _____ years, it will be repurchased at the original purchase price plus bank deposit interest for the same period; if it is _____ years and under _____ years, Repurchase _____ times the purchase price.
_____年以上，达到国家规定的退休年龄和条件，且不再在从事与本集团业务相同或相近的其他公司供职的，银股即享有继承权。 After serving for more than _____ years, reaching the retirement age and conditions stipulated by the state, and no longer working in other companies that are the same or similar to the business of the Group, silver shares shall enjoy the right of inheritance. Otherwise, based on the net asset value of the shares at the end of the year when the company left, the purchased silver shares are repurchased at _____ times, and the gifts are repurchased at _____ times.
3. If Party B is incapacitated due to injuries caused by the execution of his duties, the rights of dividend shares and silver shares already enjoyed shall remain unchanged, but the conversion right shall not be exercised.
4. Party B has died due to a public death, and the incentive rights it has enjoyed remain unchanged. Dividend shares can be converted into silver shares, and it is no longer necessary to pay the consideration, which is inherited by its legal heirs. _____年以上的原则办理。 The successor may also require Party A to repurchase the silver shares .
Six, the duration of the agreement and the relationship with the labor contract
1. This agreement is independent of the labor contract signed by both parties. The performance and termination of the labor contract will not affect the rights and obligations stipulated in this agreement.
2. While obtaining the shares granted by Party A, Party B can still enjoy other treatments given by Party A in accordance with the labor contract signed by Party A and Party B.
7. Rights and Obligations of the Agreement
1. Party A shall truthfully calculate the annual net income, and Party B shall have the right to know this.
2. Party A shall pay Party B in time and in full to earn bonus points.
3. Party B has the obligation of loyalty and diligence to Party A, and must not have any behavior that damages the interests and image of the company.
4. Party B has the obligation to keep the contents of this agreement confidential, and shall not disclose to third parties the number of shares and dividends obtained by Party B in this agreement.
5. During the existence period of the silver shares, the shareholders shall enjoy the corresponding rights and bear the corresponding obligations (including the reinvestment of related projects and the proportion of capital contribution).
6. The income obtained shall be paid in accordance with the relevant national tax laws.
7. When Party A introduces strategic investors for equity financing, the shares will be automatically diluted in proportion.
Changes, Cancellation and Termination of the Agreement
1. If the parties A and B agree by consensus, they may change the content of the agreement in writing.
2. If the parties A and B agree by consensus, this agreement may be cancelled in writing.
3. If Party B violates the obligations of this agreement and causes damage to Party A, Party A has the right to notify Party B in writing to terminate this agreement.
4. If Party A's company is dissolved, cancelled or Party B's non-public death, this agreement will be terminated by itself, and Party A will repurchase the silver shares depending on Party B's service period.
Liability for breach of contract
_____％向乙方承担违约责任。 1. If Party A violates the agreement and delays payment or refuses to pay Party B's scoring bonus, Party B shall be liable for breach of contract at _____% of the total scoring bonus .
2. If Party B violates this agreement, Party A has the right to reduce or not pay Party B's bonus points accordingly and has the right to terminate this agreement. If Party A causes losses, Party B shall be liable for compensation.
X. Dispute Resolution
In the event of a dispute arising out of the performance of this agreement, the two parties should first strive for settlement through friendly negotiation. _____人民法院起诉。 If negotiation fails, you can sue in the _____ people's court.
11. Effectiveness of the agreement
The unanimous agreement of all shareholders of Party A is the premise of this agreement. _____式_____份，双方各持_____份，自双方签字或盖章之日起生效。 This agreement is in _____ style, and both parties hold _____ copies, which will take effect from the date of signature or seal of both parties.
(No text below)
Party A (seal):
_____year month day
Party B (sign and press fingerprint):
_____year month day