Fuannacompany Chinese partner: 26 shareholders leave Sha

Before the listing of a generous equity incentive, now evolved into a shareholder feud, the court, believe that this is the Shenzhen textile industry listed companies Rich Annaso never imagined the outcome, and this is still in the deep fermentation. June 1, 2013, Fu Anna Company issued a notice, the company and 26 of the original shareholder's commitment letter breach contract dispute case, there are 21 people in the dispute in the defense period to raise jurisdiction objections, and Shenzhen city South Mountain People's Court dismissed the objection. The 21 men, who have appealed against the ruling, have filed an appeal against the Shenzhen Intermediate People's Court and are now in the process of trial. This latest case progress Bulletin side delivers two information, one is from the beginning of this year, the original shareholder dispute of the rich Anna is to the company's advantageous direction development; The second is that the case is still in a difficult saw, confrontation has just begun. Equity incentives: Generosity is not perfect rich Anna caught up in the lawsuit, in the 2007 before the IPO, for the company's core members of an equity incentive, the incentive is generous, but the design is not perfect, so the seeds of the curse. June 2007, the rich Anna developed and adopted the "Restrictive stock Incentive Plan", the previous year after the audit of the price of 1.45 yuan per share of net assets to 109 employees targeted 7 million shares of restricted shares (equivalent to the original shares). And this part of the stock, with the lifting of December 31, 2012 after the right to the stock price, worth about 350 million yuan! Throw so "equity cake", in addition to following modern corporate governance practices, in order to stabilize the long-term development of the company, I am afraid it is also related to the times, when the textile industry, senior talent scarce, seizing the fierce, the industry to dig up the corner of the case, and is in the preparations for the listing stage of the rich Anna is "soldier easy, generals difficult to find" It is not difficult to understand the original intention of generosity. Fuannacompany's equity incentive is initially set up with a corresponding restrictive clause, including the requirement that the employee should be returned to the company at a certain price during a certain period of time. However, due to the uncertainty of equity in the Restricted stock incentive scheme, in March 2008, in conjunction with the listing requirements, rich Anna terminated the restrictive stock incentive scheme, which converted all restricted shares into unrestricted common stock, which meant that employees had direct shareholdings and were free to trade and circulate. In this respect, rich Anna Dong Hu Zhenshu in the Chinese listed companies public opinion Center interview, said after the restrictive release of the shareholding, some employees voluntarily issued a promise to the company: "From the date of the letter signed to the company to apply for the initial public offering of a shares and listing within 3 years, not in writing to the company to resign, not continuous absenteeism more than 7th, Failure to encroach on the company's assets and cause damage to the company's interests, if the breach of the above commitments, will voluntarily assume responsibility for the company's breach of contract and pay the company liquidated damages. "For such a design, senior industry personage" Sillay asked "to the public opinion Center said:" The duty and the power match, the duty and the income match, the signing commitment letter is logical. But this is not a smart equity incentive design, at present, more companies have to set up a shareholding company indirect shareholding in the way to motivate employees, after the listingShareholders ' hedging risk is manageable. 26 Original shareholders to leave if the first time to cross back to draw wild, or a glimpse of 109 Reggie "oath" of the magnificent scene, all the soldiers surmount, wine Huan, vowed to a Chaoshan department boss in charge of the family business with the glorious journey of the IPO. However, the remaining temperature of the wine is still there, the risk soon broke out. During the commitment period from 2008 to 2010, 26 employees who held original shares resigned and most of them were transferred to their competitors in the industry. For example, the station on the dock of rich Anna former sales deputy Yu Song, as of July 2008, before and after leading Chen Yu, Zhou Sichuan, Quijing, Changmingyu, Meng Yungong A total of 6 executives to change to Mercury home textiles. At present, Yu Song has become the vice president of Mercury's home textiles, and Zhou Sichuan is the director of the Mercury Home textile channel. But who would be stupid enough to leave on the eve of a company listing? Industry environment played a key role again, 2008 coincided with the international financial crisis, the domestic and foreign securities market aihongbianye, rich anna cavity blood of the IPO is also beginning to become a distant, at the same time the company also faced the trough of the opportunity to dig horns. Some of the staff at this time to leave, the shortest appointment is still less than 3 months. Obviously, Anna is not willing to Weishing, especially in the 2009 when the market turns. December 8, 2009, the Securities and Futures Commission approved the application of Anna Rich's IPO. Listing will bring huge wealth, let Fuannacompany have a strong power to defaulting employees to recover "equity cake." And the real war broke out from this moment. Mr. Wu, one of the original shareholders in the Fuannacompany, said in the public media rich Anna in June 2009 called him said that the company is currently on the market is hopeless, hope that it will hold the shares in the letter of commitment to transfer to the company, while the calculation of the transfer price of 2.87 yuan/share, more than 1.45 yuan/share of the purchase price premium nearly one times. 26 of the shareholders who were eventually sued by Anna Rich, 20, were said to have been involved in secret repurchase negotiations. In the case of repo, the public opinion center of China's listed companies contacted a number of departing employees, each of whom refused to respond. Fuannacompany Dong Hu Zhenshu said that "the company has never had a secret repurchase of shares with any former natural person shareholder." December 30, 2009, rich Anna sounded the ring of Shenzhen stock market, the first day of the market close to 40.59 yuan. All the employees who were motivated by the original shares jumped dozens of times times. Like many other capital myths, rich Anna's original shareholders have become legendary! However, the 26-member shareholders of 3.2 million yuan per capita value is still paper wealth, to wait until the expiration of December 30, 2012 restrictions on the sale, may be fully cashed. And in the lifting of the first 4 days, they ushered in a lawsuit filed by Anna Shenzhen South Mt. District Court, the lawsuit directly to the part of the natural person before the start of the contract breach of the promise of the defendant, respectively, the compensation liquidated damages accumulated 81.2167 million yuan. Shenzhen South Mt. District People's court has accepted the lawsuit of Fu Anna, and issued a stock account freeze to 26 defendant shareholders andExecute the notification. In fact, this also explains from one side that the court found Anna's recourse, that is, the letter of commitment is legal and valid. The parties to the lawsuit quickly launched a tapping of the most critical letter of commitment, since March this year, Zhou Sichuan led the defendant's shareholders to protest that the "letter of Commitment" is a private illegal coercion of Anna signed, 26 people, whether as a former employee or shareholder, Anna Fu's compensation claims are not tenable. Zhou Sichuan in a number of media interviews with this description: "was signed a letter, only the first two lines, the middle is blank." The originals of these letters are all in the company, and we don't even get a copy of them. However, recently, in the media and in March, 23 shareholders unanimously overturned the original statement, firmly denied having signed the letter of Commitment. In an interview with Zhou Sichuan, the public opinion Center said that the letter of Commitment signed at the time was not the same as the "Letter of Commitment" submitted by the current lawsuit, and that they had not signed the letter of commitment in the lawsuit. Obviously, no matter how the letter of commitment as the key evidence is true or false, the inconsistency of the original shareholder's caliber seems strange. In this respect, Hu Zhenshu said: "Rich Anna can not be stupid to take a false letter of commitment to sue, at present can only wait for forensic expertise, all will eventually come out the truth." "The case will be a specimen to be foreseen, in the face of major conflicts of interest, the war between the rich Anna and the original shareholders will continue to spread, who wins, still need a legal decision, but no matter what the result, the case will become a domestic equity incentive for a specimen, and trigger the capital market for professional managers professional ethics torture. As the Beijing strategy law firm Liu Mingjun Lawyer said, there are a large number of listed companies, the listed companies in the implementation of equity incentive plans, the rich Anna case will help us re-examine the existing equity incentive arrangements. After all, the splitting of the Earth may bring the infighting, the image and reputation of the company, is a huge risk.