In order to carry out the implementation of the ****** Committee, the municipal government issued the * hair [2004] No. 25 "on further accelerate the reform and development of state-owned collective enterprises," the spirit of the document, to promote the diversification of enterprise property rights, so that the enterprise through the implementation of the "two replacement", according to the specific realities of the company, the company The board of directors after many repeated studies decided, on the basis of the existing system of operation, to further accelerate the pace of enterprise reform, by the opportunity to relocate the enterprise, the implementation of internal employee shareholding, the composition of the enterprise full shareholding, the operator holds a large share of property rights of the diversified enterprises, the specific implementation plan is as follows: First, the company's basic situation * * * * Co. In 1998, it was converted from ** City Phosphorus Fertilizer Factory to a joint-stock cooperative enterprise, which is now ***** Limited. The company has been engaged in chemical production for a long time, and its products include industrial sulfuric acid, phosphate fertilizer and paint, with annual production capacity reaching 30,000 tons, 60,000 tons and 500 tons respectively, and annual output value of about 20 million yuan. The company's production plant covers an area of 36,000 square meters, with four main production workshops, a number of subsidiary departments and sound institutions. The company now has 248 fixed employees (statistics to February 1, 2005), registered capital of 1.5 million yuan, of which 53% of the staff shareholding, collective shareholding 47%. After years of expansion and development, the enterprise existing net assets of 6.18 million yuan. 2004 completed product sales revenue of 16.31 million yuan, realizing profits and taxes of 590,000 yuan. **** Limited is a pilot unit of enterprise conversion in Lechang, due to the lack of experience, did not complete the enterprise property rights and employee status "two replacement" work, so there are defects in many aspects, such as equity dispersion, property rights are unclear, the corporate governance structure is not perfect, resulting in a new pot of rice ideas, and the modern enterprise system there is still a relatively large The gap with the modern enterprise system is still relatively large, restricting the further development of enterprises. In order to completely realize the "two replacements", in order to the development of enterprises, the company's staff look forward to the reform, look forward to further clarification of property rights, look forward to the enterprise can be a new face of the modern enterprise system. Second, the guiding ideology and purpose of reform (a) the guiding ideology of reform 1, adhere to the "three conducive" as the standard, based on the ***** Municipal Party Committee, the municipal government issued by the Lefa [2004] No. 25, "on the further acceleration of the reform and development of state-owned collective enterprises," the document and the "Company Law" as the basis for actively exploring Diversification of property rights and market economy combined with effective ways and forms of realization, liberation and development of productive forces, improve economic efficiency. 2, adhere to the enterprise property rights system as the main line of reform, focusing on system innovation, realize the diversification of property rights, and fully mobilize the enthusiasm of the staff. 3, adhere to the people-oriented, law-based governance, science and technology to develop enterprises, to ensure that the enterprise assets value preservation and value-added. 4、Actively coordinate the interests of all parties, and correctly handle the relationship between reform, development and stability. 5, the company implemented the enterprise internal staff shareholding, the composition of the enterprise all staff shareholding, operators hold large shares of the property rights of the diversified enterprises, democratic management, * * * enjoy the benefits, * * * bear the risks. (B) the purpose of the reform: through the realization of the enterprise's "two replacements", the establishment of the market economy to meet the development requirements of "clear property rights, clear rights and responsibilities, separation of government and enterprises, scientific management" of the modern enterprise system, so that the new company to form a self-management, self-supporting profit and loss, Self-development, self-restraint of the legal entity and the main body of market competition. Third, the company's assets assessment **** Accounting Firm Co., Ltd. assessed the assets of the company since its establishment until August 31, 2004, the specific assets assessment is as follows: 1. Specific asset appraisal is as follows: 1. Appraisal of fixed assets: RMB 3,334,700, including buildings of RMB 2,485,100 and equipment of RMB 849,600 2. Appraisal of total assets: RMB 16,068,200 3. Appraisal of total liabilities: RMB 9,887,500, with an asset-liability ratio of 59.91% 4. Appraisal of net assets: RMB 6,180,700 (including land-use rights of RMB 5,330,000) Reforms Form Employees expand their share of stock and re-organize the new company in joint venture with foreigners, and the name of the new company is tentatively **** Limited. According to the provisions and requirements of the higher authorities, combined with the actual needs of the original company personnel to implement the full dissolution of labor relations, according to the * Fu [2004] No. 77 implementation of a one-time economic compensation, the resettlement of streaming personnel can be implemented in a two-way choice, is willing to go to work in the new company, you can continue to stay in the new company, do not want to stay in the receipt of all the economic compensation and the original cash shares can be free to choose employment after. V. Placement of various types of personnel and related costs 1, the termination of labor relations between the economic compensation of employees in two counts, the first is as of February 2002 before the compensation of 104 people, a total of 1,752 years of total service, *** counting about 882,300 yuan of economic compensation. The second time is from March 2002 to December 2004, in accordance with the spirit of the Lefebvre [2004] No. 77 document implementation, compensation personnel 85 people, the total compensation for the total length of service of 255 years, *** counting economic compensation of 275,200 yuan. Two *** compensation for employees 1,157,500 yuan (see Table I, Table V). 2、According to the spirit of *FuFa [1997] No. 59, LeFuFa [2001] No. 83 and No. 87, within five years from the statutory retirement age and men with 30 years of service, women with 25 years of service within the retiree *** 31 people, need to pay a one-time payment of social and labor insurance premiums, cost of living and medical insurance premiums, etc. *** 1,227,000 yuan. (See Table IV and Table V) 3. According to the spirit of *FuFa [2001] No. 83 and 87, withdrawing 132 retired personnel, large medical mutual fund 1200 yuan / person, medical insurance premiums of 16,351.92 yuan / person, a total of about 2,317,000 yuan. (See Table 3) The total of the above one to three items is 4.715 million yuan, after subtracting the above three items, the net assets of the company is -3.8508 million yuan (excluding land assets). VI. Composition of shares of the new company The total capital stock of the new company's joint-stock cooperative enterprise is 1.61 million yuan, which is voluntarily subscribed by all shareholders. (a) Individual employee shares are purchased in cash, ordinary employee shares of 10,000 yuan nominal value per share, newly promoted staff at all levels of positions to be expanded in accordance with the standard. (B) shareholding conditions: work for more than 5 years, age within 25 ~ 55 years old, no illegal discipline, received administrative sanctions of the company's employees, are eligible to enroll in the shares. (III) Distribution program The principle of employee shareholding is voluntary. Employee buyout of the economic compensation can be part of the share capital as cash participation, not into the shares of the employees (excluding employees who have been eligible for retirement) to receive the termination of the labor contract of all economic compensation and the original cash share capital, such as willing to continue to stay in the new company's work is temporarily designated as a temporary worker, do not want to be free to choose employment. Considering the new company to prepare for the construction of 100,000 tons of sulfuric acid production line, the required capital gap is relatively large, so encourage employees to actively subscribe to the total share capital of the company without limiting. 1, the scope of subscription (temporarily according to the original position for the subscription of reference standards) ① employees subscribe to the scope of individual shares for more than 1 share. ② The range of subscription for the head of the class is more than 2 shares. ③ The subscription range of middle management is more than 3 shares. ④ The subscription range for the team is 6 shares or more. ⑤The subscription range for operators is 10 shares or more. The amount of shares subscribed by all of the above cannot exceed 30 shares per person. Considering the fact that the management team and middle management cadres are the backbone of deciding the destiny of the enterprise and shoulder greater responsibility and risk, especially the legal representative and general manager, who are the decision makers of the destiny of the enterprise, are responsible for quite a great deal and must have a greater right to make decisions, and in the spirit of the principle of sharing the risk and enjoying the benefits***, they should occupy a greater number of shares. After the end of the subscription, that is, the shareholders' meeting will be held, the election of the board of directors, supervisors, trade unions, the board of directors to discuss the formation of production and operation of the leadership team and determine the middle-level leadership cadres. The chairman of the board is the legal representative of the enterprise. 2. Transfer of shares: Shareholders are not allowed to withdraw their shares. Shares held by individual employees may be transferred in accordance with the provisions of the articles of association of the enterprise. VII. Equity management (1) The enterprise distributes dividends in proportion to the distribution plan decided by the annual general meeting of shareholders. (B) Equity certificates are proof of shareholders' share capital. Dividends shall be distributed once a year, and shareholders shall receive them with the equity certificates and pay personal income tax in accordance with the state regulations. (iii) Employee's individual shares are the shareholders' investment in the enterprise and shall not be surrendered. However, in case of death, transfer, resignation or dismissal, removal or expulsion of shareholders from the enterprise, they shall be handled in accordance with the provisions of the enterprise's shareholding management. (d) The expansion of shares of an enterprise shall be decided by the shareholders' general meeting in accordance with the development of the enterprise. (v) No dividend shall be paid when the enterprise has no profit for the year. (vi) All shares of the enterprise shall enjoy the benefits and bear the risks proportionally, and the value of the shares shall appreciate with the appreciation of the net assets of the enterprise and depreciate with the depreciation of the net assets of the enterprise. VIII. Management System (1) The enterprise shall implement the system of shareholders' representative assembly, which is the authority of the enterprise, and the powers and functions to be exercised by the shareholders' representative assembly shall be formulated by the articles of association with reference to the Company Law and the Regulations of Guangdong Province on Joint-Stock Cooperative Enterprises. (b) The Board of Directors is a standing decision-making body of the General Meeting of Shareholders and is elected by the General Meeting of Shareholders. It is responsible for major business decisions of the enterprise between the meetings of the General Meeting of Shareholders and is accountable to the General Meeting of Shareholders, and the Board of Directors consists of three directors. The Board of Directors shall have three directors. The powers and functions exercised by the Board of Directors shall be in accordance with the Company Law. (c) The enterprise shall have one supervisor. (d) The chairman of the board is the legal representative of the enterprise. (e) The general manager of the joint-stock cooperative enterprise shall be appointed by the chairman of the board of directors or at the same time. The general manager shall be responsible to the board of directors, and his powers and functions shall be formulated with reference to the Company Law and the articles of association of the enterprise. (F) After the approval of the establishment of joint-stock cooperative enterprises, in accordance with the statutes of the China **** Producer's Party, to improve the grass-roots party organizations of joint-stock cooperative enterprises. Nine, the organization (a) the establishment of further deepening the reform of the leading group Group Leader: *** Deputy Leader: ***, *** Group members: ***, ***, ***, ***, *** (b) to do a good job of publicity and mobilization of the work of the group to organize cadres and employees to learn, understand and master the basic knowledge of the relevant modern enterprise system, convene the staff to discuss the reform of the implementation of the draft program to implement the implementation of the implementation of the mapping to understand the public opinion, to further draft reform implementation program to send to shareholders, to the shareholders to understand the basic knowledge of the modern enterprise system. Further drafting of the reform implementation plan, sent to the shareholders' meeting for consideration and adoption. (iii) Organize the shareholders' representative meeting and formulate the articles of association of the joint-stock enterprise in accordance with the law. Ten, please higher leaders and government departments to solve the difficulties and problems Considering the company's relocation and construction of new factories invested in a large amount of money (about 42 million yuan), and the enterprise through economic compensation to terminate the labor relations of the employees, the remaining assets are few, the relocation of the difficulty is very large, it is recommended that the municipal government or the relevant departments of the company to give the following terms of the company to give support and solve: 1, the conscientious implementation of the municipal government * Fu letter ( (2004) No. 36 on "**** Limited relocation of the relevant issues related to the approval of the spirit of the instructions to ensure the smooth relocation of enterprises. 2, please the government and the relevant departments of my company in 1990 for the ** paper mill guarantee loan case (is a government action, is the former Lechang Economic Commission below the requirements of the guarantee, the amount of about 4.43 million yuan) and the bank negotiation, exempted the company's responsibility for the second person to eliminate the 4.43 million yuan of debt. 3, please the municipal government, the municipal finance bureau for my company to write off the 1989 ~ 1993 period of planned economy by the provincial Department of Finance paid loan to my company's technological transformation and innovation of the working capital (the funds are supervised by the city's Finance Bureau, is now 1.1 million yuan left). 4, as soon as possible to implement the new company address 100,000 square meters of land tenure issues. 5, I hope that the company's existing 35,600 square meters of production and business land can be listed for auction at an early date, the proceeds of which are all used for the company's relocation costs, while the cost of the transfer fee should be reduced or waived. Schedule: First, February 2002 before the economic compensation table Second, March 2002 to February 2005 to the end of the economic compensation table Third, retirees should be mentioned in the table of costs Fourth, from the statutory retirement age of five years within the personnel should be mentioned in the table of costs Fifth, the length of service of the male anniversary of the 30th anniversary of the 25th anniversary of the female personnel should be mentioned in the table of costs
The company on the implementation of the implementation of the program for further reorganization of the share cooperative system of the article by the collection of the organization