Monday, February 7, 2011

Listed major positive surprise incentive to be halted before the announcement.

<P> Started the second round of equity incentives to the food as the representative of five real estate companies in the raid carried out before the publication of a major positive incentive, this "speculation" in the future will not happen again. .China Securities Regulatory Commission issued public equity incentive subordinates memorandum related matters, important matters of listed companies within the time window before the equity incentive shall not be carried out on sensitive issues, and many other defined. .</ P> <P> surprise incentive to be stopped </ P> <P> Memorandum of major events on the equity incentive intervals and gave a detailed provisions. .Public companies to disclose the draft to the equity incentive plan reviewed and approved equity incentive plans 30 days after the general meeting of shareholders, the listed company may not be issuing new shares, asset injection, issuing convertible bonds and other major issues. .</ P> <P> COFCO Property December 20, 2007 equity incentive plan disclosed in the draft, the program has not submitted to shareholders for consideration, March 24, 2008 disclosure of assets into the company that the initial program, the practices and .obviously contrary to the provisions of the memorandum. .More obvious case is the medium-term, the company Jan. 31, 2008 equity incentive plan disclosed in the draft, February 29 announced plans for non-public offering, only separated by 29 days. .</ P> <P> In addition, the memorandum also provides that a listed company information disclosure in the performance of obligations of a major event and its information disclosure obligations during the 30 days after completion, the draft equity incentive plan shall not be introduced. .Proposed issuing new shares of listed companies, asset injection, important issues such as issuing convertible bonds to move to these matters within 30 days upon completion of the listed company shall not make equity incentive plan draft. .Issuance of new shares, convertible bonds issued to raise funds to implement the completion of that already in place; assets into the implementation of the completion of transfer of property rights refers to the relevant formalities completed. .</ P> <P> shareholder incentive curve </ P> <P> some listed companies in order to circumvent the strict approval process, as soon as possible equity incentive, incentives by way of shareholders. .Such as East Hundred Group, Granville shares, shares of SBS are major shareholders a portion of the company shares at a lower price to stimulate the object, which the East Hundred Group, gave up the option before the use of incentives and incentives to switch to shareholders .The. .</ P> <P> But this convenience is no longer feasible incentive model. .MOU shareholders may not be directly donated to the incentive objects (or transfer) of shares. .Shareholders of shares to be provided, it shall first gift of shares (or transfer) of listed companies and listed companies as a zero price (or a specific price) to buy back shares this part of the shareholder orientation. .Then, according to the CSRC for the record without objection by the equity incentive plan, shares of listed companies will be granted by the incentive target. .Repurchase of shares of listed companies on the grant should follow the "Law" Article forty-three requirement that must be granted within a year to buy back shares of incentive objects. .</ P> <P> This means that shareholders have incentive model not only for the record without objection by the Commission, but also through the listed company to buy back curve. .</ P> <P> incentive funds can not be used for exercise </ P> <P> incentive for extraction of a small number of listed companies funded the right incentive objects, the memorandum to be stopped. .Memorandum to the stock obtained through private placement, the extraction of incentive funds should be consistent with existing laws and regulations, accounting standards, and comply with the Articles of Association and relevant rules of procedure; incentive funds can not be extracted from the object used to finance the purchase of restricted stock or incentive stock options exercised .. .</ P> <P> memorandum also provides that ownership of more than 5% of the major shareholders or actual controllers in principle, be inspired objects. .General meeting of shareholders unless the vote, and the shareholders meeting to vote on the matter, the association must withdraw from the voting shareholders. .</ P> <P> grant price installment OK </ P> <P> order to fully reflect the effects of long-term incentive, many listed companies are not given an incentive option granted to the object, and solve this problem, the memorandum on the stage .made a grant price of the provisions established in phases. .</ P> <P> equity incentive plan award means to stage the award, shall be held before the Board of Directors of each authority to determine the rights of the authorized number of times, encouraging the object list, grant price and other related matters, and disclosure of this .A summary of authorization. .The pricing basis for the grant price of the meeting held before the Board and the market price of the disclosure summary of the situation as a benchmark. .Among them, the restricted stock award pricing principles to follow for the first time the principle of the grant price, if the subsequent pricing of the principle of the grant for first-time inconsistent reporting procedures should be re-perform. .</ P> <P> memorandum requires listed companies to be clear equity incentive plan stock options or restricted stock grant date or the specific method for determining the grant date, waiting period or the beginning and end of the day lock. .</ P> <P> parallel sets of assessment indicators </ P> <P> memorandum requires listed companies according to their set for the company's own performance assessment indicators, which should include financial and non financial indicators; such as .on accounting profit, should be calculated under the new accounting standards, net profit after non-recurring net profit. .Meanwhile, the options in recurrent costs should be charged to profit or loss. .In addition, shareholders equity incentive plan on voting, shall provide on-site voting at the same time, providing network voting. .</ P>.

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