Chapter 033 Zhendong Office, Zhendong Office

On November 1, Beijing, the No. 1 reception room of the scientific research center of Tianxin Pharmaceutical Group.

The board of directors of Tianxin Group held a grand press conference, and Ms. Su Ning, chairman of the group, announced the formal establishment of Tianchen Automobile Co., Ltd., a wholly-owned subsidiary fully controlled by Tianxin Group. Su Ning said that Tianxin Group Corporation will invest a total of 8.5 billion yuan in three phases within one year to establish and build Tianchen Automobile Research Institute, Tianchen Institute of Science and Technology, Tianchen Automobile Star City Production and Assembly Base, Tianchen Automobile Liaodu Production and Assembly Base, and select the third production and assembly base at its discretion. According to the expected plan, the Xingcheng base and the Liaodu base will be completed and put into operation in June and August next year respectively, when the Xingcheng base will have an annual production capacity of 150,000 vehicles, and the Liaodu base will have an annual production capacity of 200,000 vehicles.

As soon as the news came out, Huaxia car companies were shocked, as an aircraft carrier in the Huaxia pharmaceutical industry and pharmaceutical circulation industry, after entering the network business circulation industry and merging Alibaba, it once again entered the automobile manufacturing market across industries! A giant as powerful as Tianxin Group suddenly stirred into some of the ascendant Huaxia automobile manufacturing industry, what kind of wind will be stirred, no one can say now!

However, at the same time on the stock market, it was reported that Xinlan Venture Capital Fund expressed optimism about Tianxin's entry into the automobile manufacturing industry, and claimed that the Huaxia automobile market would expand rapidly in a few years, Tianxin Group's stock immediately rose by nearly 13 percentage points, and the total market value of Tianxin Group has reached 92.7 billion, equivalent to about 13.2 billion US dollars. Although compared with the international pharmaceutical giants with a market value of more than 100 billion or even close to 200 billion US dollars within Pfizer and GlaxoSmithKline in the United Kingdom, Tianxin is not strong, but looking at China, it is truly invincible. You must know that from the second place in sales of the Oriental Pharmaceutical Group to the sixth in sales of Harbin Pharmaceutical Group, the five major pharmaceutical groups together can stand up to a Tianxin, and this is still last year's results, this year Tianxin because of the first reputation, sales are also greatly increased, it is estimated that this time I am afraid that from the second to the tenth ranked nine pharmaceutical groups can add up to compete with Tianxin.

And Zhao Fuquan, who has a large amount of money in his hand, has long been busy......

At the same time, just three days later, on November 4, at 10 a.m. local time in the United States, news came from Wall Street: Daimler-Chrysler officially parted ways, and Daimler Group sold all its shares in Chrysler Automobiles to the world-famous investment fund Xinlan Investment Fund for $8 billion, and no longer held Chrysler shares, and the Xinlan consortium officially became the new owner of Chrysler.

Three days later, Qin Qin, chairman of Xinlan Investment Fund and chairman of the board of directors of Chrysler Motor Company, announced that he had reached an agreement of intent with Ford Motor Company, and Xinlan Group would negotiate with Ford on the acquisition of Aston Martin, Jaguar and Land Rover, Ford's famous luxury brands, and the negotiations are now proceeding in an orderly manner in a friendly atmosphere.

The U.S. and world auto manufacturing industry was in an uproar again, and when a large number of reporters rushed to Detroit and squeezed into Ford, Ford finally replied shyly: "Xinlan-Chrysler may be the most suitable company in the world to accept the three major luxury brands", and admitted that "the two sides are conducting further negotiations on the price of the transfer of the rights of the three major brands, and I believe that good news will come out soon." ”

Fast, really fast! Only nine days later, the reborn Chrysler and Ford signed an agreement in Detroit, Ford Motor Company sold Aston Martin, Jaguar and Land Rover to Chrysler Motor Company at a price of 3 billion US dollars, among them, in fact, Jaguar and Land Rover are really packaged for sale, because the core technology of these two brands is basically common, there is no way not to package, the real price is 2.2 billion US dollars, and the price of Aston Martin is 800 million.

This price shook Detroit, shook the United States, and even shook the global auto market, many large car companies such as BMW, Honda have many executives said that "no one expected the three major luxury brands to be sold so cheaply by Ford", the implication is that if they had known this, they would have made a move......

But how do outsiders know that there is also a game of political power and compromise in the United States? The three major auto giants in the United States, Chrysler has been in a state of decline recently--of course, GM and Ford have also declined, but it is far less rapid than Chrysler's decline--In order to balance and stabilize the situation, and also to maintain the face of the United States' "country on wheels", since there are Americans who are willing to buy back Chrysler, it is natural to vigorously support it, but it is not useful to buy it back, and it has to be operated well and restore its former glory, so Chrysler and Ford's "internal" resource reorganization, the American government is naturally very supportive, this kind of thing, we Americans can do it ourselves, you Germans and Japanese have fewer hands, don't you know who is the big brother?

Then there was another big bang news: Chrysler Automobile Company announced the establishment of a joint venture with Huaxia Tianchen Automobile Company to produce Chrysler's products in Huaxia. The new joint venture shares Huaxia Tianchen Automobile accounted for 51%, Chrysler accounted for 49%, because the three luxury brands purchased from Ford still need some time to digest, Chrysler's first batch of products to enter Huaxia will be Chrysler and Dodge brands, but in addition to the Dodge Viper sports car, other products produced by Huaxia will be different from the existing Chrysler and Dodge brands sold in the United States and other parts of the world, in other words: Chrysler and Dodge will create new suitable products for the Chinese market.

The Chetan earthquake is really one bō after another...... -

In mid-November, Ye Yùling's stomach was already high, but Xiao Chen was at the busiest time at the end of the year. On November 13, after receiving a phone call from Wang Kun and Li Zhengfeng, he immediately led a group of comrades from the National Development and Reform Commission and the Zhendong Office of the Government Council to Xianglin by plane.

Three hours later, at the Xianglin Provincial State-owned Enterprise System Reform Model Discussion Conference, Xiao Chen, as the director of the Zhendong Office, began to talk eloquently about a new requirement: "At present, especially in the reform of state-owned enterprises, how to understand the status of employee stock ownership and employee stock is a topic that needs to be solved urgently. In this regard, we must thoroughly implement the spirit of the Third Plenary Session of the Party Central Committee and promote the healthy development of the employee stock ownership system and the construction of the employee stock ownership association.

At present, there are still different understandings of the establishment and development of the employee stock ownership system, and it is necessary to analyze it, start by eliminating ideological obstacles, and gain consciousness and initiative in work. For this problem, I think the main aspects are as follows:

First, some people believe that the promotion of employee and laborer stock ownership will lead to the transformation of the government and the transformation of the regime. As a matter of fact, since the state still firmly controls the key enterprises involved in the national economy and the national defense industry, the involvement of workers' capital in other market-oriented enterprises and the strengthening of management and policy guidance will only play a positive role in promoting the further establishment and improvement of the socialist market economic system.

Second, some people believe that employee stock ownership is the new 'egalitarianism and big pot rice', and that 'too many people will make it difficult to make decisions'. In the new round of restructuring, I learned from Comrade Wang Kun and Comrade Zhengfeng that many localities in our province have put forward the model of 'management level holding, operators holding large shares, and employees voluntarily participating in shares'. In fact, the above reasons are often used to exclude ordinary employees from participating in shares, or enterprises with good operating conditions do not allow employees to participate in shares, and enterprises with poor operating conditions are forced to let employees participate in shares, which constantly causes sudden incidents such as employee visits. Over the past 50 years since the founding of the People's Republic of China, a large amount of social wealth has been created through the hard work and wisdom of the vast number of workers. These social wealth belong to all the people, especially the workers and workers of the enterprises that are closely related to the enterprises, and in the reform of state-owned enterprises, we must not allow a small number of people to take symbolic 'capital' or even 'gratuitous' possession, so as to create any kind of 'red capitalists'. Under the standardized modern enterprise system, the ownership and management rights of enterprises must be separated, and the owners cannot directly interfere with the daily production and operation rights of the operators. In addition to the mode of dispersing the shareholding of small (employee) shareholders in small companies, the scientific decision-making and democratic decision-making of enterprises can be better combined through employee stock ownership associations.

Third, some people believe that the proportion of shares held by employees in the total share capital of enterprises is too small and cannot play a role. It is true that in some large enterprises, due to the huge amount of state shares, the employee shares are insignificant in comparison. But there are not many such enterprises on the whole, only a very small number. According to a survey of 49 joint-stock enterprises held by employees in Jiangdong Province in the late 90s of the last century, the average share of shares held by employees accounted for 8.7% of the total share capital of the enterprises. This basically reflects the composition of the share capital of the vast majority of restructured enterprises in China in the previous stage, that is, the share capital of workers can only operate according to the will of the state-owned shares that occupy a controlling position. However, with the continuous deepening of the reform of the enterprise property rights system, joint-stock enterprises will become the main organizational form of China's industrial and commercial enterprises. When the development of the joint-stock economy reaches a certain stage, there will be a phenomenon of equity generalization, and a large number of enterprises with diversified equity structures will appear. There will be fewer cases of enterprises that are directly controlled and operated by the state. At that time, it was not possible to simply use the proportion of employees' equity in the total share capital to explain who controls or controls the equity. The status and role of the internal employee shares are self-evident because they may concentrate the small shares of the employees within the enterprise and control and operate other large and scattered shares. This is something that our province should also see.

Fourth, some people believe that employee stock ownership will be 'lost', and they are worried that the equity capital of employees will be 'lost'. Employee stock ownership is an investment behavior, and there is an opportunity cost problem here, which is not discussed in this article. The premise is to grasp the direction of investment, participate in management, and adhere to the principle of 'voluntary participation of employees'.

With the general promotion of the reform of state-owned enterprises, it will inevitably face the problem of redistribution of enterprise resources. Whether or not employees should hold shares, especially enterprises with good efficiency, let employees not hold shares. It is not only a question of the way of reform, but should be regarded as an important issue of how to take the road of common prosperity and achieve the goal of building a moderately prosperous society in an all-round way under the socialist system.

Again, I would like to stress that the establishment of an employee stock ownership system is a common practice in the capital structure of international enterprises and is one of the essential characteristics of the operation of a market economy.

Some scholars in the West who study modern economics believe that with the development of the industrial revolution and the scientific and technological revolution, the contribution of labor to output has been changed from Adam. 90 percent in the Aaronic Smith era fell to 60 percent in the 80s, and this decreasing trend continues. On the contrary, the proportion of capital input to output is increasing. For a long time, China's state-owned enterprises and collective enterprises have objectively underpaid the labor price of workers. Through employee stock ownership, that is, workers hold the company's equity on the basis of providing labor, not only receive wage income, but also enjoy part of the property rights income, narrowing the gap between monetary capital and labor capital in terms of investment returns, and the status of employees as business owners can be further reflected.

Famous American lawyer Louis. Kelso believed that in the normal operation of the economy, anyone should not only earn income through labor, but also through capital. Therefore, there is a need for a system that encourages both equity and growth. Such a system must provide a structure in which everyone has access to both income from labor and capital, thus giving rise to the creative spirit and sense of responsibility of the entire population. In the mid-50s, Kelso put his theories and ideas into practice, and carried out an experiment of employee stock ownership to transform the company's shareholding structure and achieved success. According to statistics, tens of thousands of enterprises in the United States have implemented employee stock ownership plans, involving more than 10% of the total number of workers. From a macro point of view, the employee stock ownership plan in the United States was born in the context of solving the unfair distribution of social wealth, coordinating labor relations, and promoting economic development.

Since the mid-'70s, employee stock ownership has attracted a lot of attention in the West, with strong support from the U.S. government and Congress, and special laws have been enacted, with 25 states giving legislative support. Japan began to establish an employee stock ownership system in the late 60s, and by 1990, 93.5% of its 2,719 listed companies had implemented employee stock ownership. Since then, more than 50 countries in Europe, Asia and Africa have followed suit, and although the motivations and purposes are different, employee stock ownership has become an international trend and a means of coping with the economic downturn. According to a survey in the United States, companies that implement the employee stock ownership association system and employees participate in decision-making and management generally have a profit growth rate of 8-11 percentage points higher than that of companies that do not implement the employee stock ownership association system; Companies with shared ownership have a 10% lower failure rate than companies that employees do not own. This kind of employee stock ownership and participation in decision-making management is similar to our employee stock ownership association. It should be said that the development of employee stock ownership associations in China's superior social system will achieve better results than those of Western countries. This has been preliminarily proved by the development of the employee stock ownership association in our province, especially the employee stock ownership association.

Then what I want to say is that we should actively and steadily establish and promote the employee stock ownership system in the course of reform and restructuring. With China's accession to the TO, the pace of establishing a socialist market economic system is constantly accelerating. In this process, local government departments, economic departments, and theoretical circles at all levels have attached great importance to the issue of integrating laborers with the means of production, and have put forward many useful views on the specific carriers of integration.

Looking back at the beginning of the founding of the People's Republic of China, the enthusiasm of the broad masses of workers for labor was unprecedentedly high, and the important reason for this was that under the leadership of the party, the masses of workers, including intellectuals, felt that they had become the masters of New China and the masters of enterprises, and thus engaged in work and production with the attitude of being masters of their own affairs. At this time, the status of the working class as the master of the state and the status of the master of enterprises and institutions are unified. However, it is a pity that with the development of the modern economy, we have not been able to sum up our experience well and explore effective ways to realize the integration of laborers and means of production. At the same time, he also wore sè glasses, criticized and refused to absorb advanced foreign management ideas and management methods, and slowed down the speed of China's economic development. With the deepening of the reform of state-owned enterprises and the reform of the property rights system, from a certain point of view, the status of the working class as the 'master' has become 'the master'. As far as China's socialist political system is concerned, it is obviously not feasible to turn the broad masses of workers into employees who merely sell their labor power because of the implementation of the modern enterprise system.

In recent years, in the process of enterprise restructuring, the original enterprise administration and employee shareholding organizations jointly initiated the establishment of the company, which not only conforms to the "Company Law" restrictions on the number of shareholders of a limited liability company, but also after the company absorbs the participation of employees, it has formed a pluralistic property rights structure, changed the single investment subject, adapted to the development of the market economy, and raised a large number of funds for enterprise development. At the same time, starting from internal management and development, enterprises need to have a stable group of employee shareholders. The formation of a certain share of internal employee shares has strengthened the property rights bond between the enterprise and the workers, enhanced the cohesion of the enterprise and the sense of responsibility of the workers, and increased the concern of the workers about the production and operation of the enterprise.

In addition, I would like to remind you that I found a few questions that need to be clarified in my survey:

First, the issue of the ratio of the share capital of employees to the other share capital of the enterprise.

The proportion of employee equity in the total share capital of enterprises should not be too low, and the minimum should be more than 10% for large enterprises and more than 30% for small and medium-sized enterprises. The main purpose: First, through the internal employee stock ownership, and other share capital intervention, change the original single state-owned and collective asset structure, to achieve the diversification of property rights, unless there are special provisions, the internal employee equity capital and other share capital can be more proportional or even to reach the holding when possible. We found that in some enterprises, the state-owned shares are set too large, while the employee shares account for only a few percent or a few tenths of a percent. Due to the inequality of equity shares, it is difficult for enterprises to make new breakthroughs in their operating mechanisms, and the so-called restructuring is only a formality. Second, it is conducive to the transformation of enterprise governance structure and management mode to market-oriented norms. Each investor realizes the separation of ownership and management rights through the corporate enterprise; Through the shareholders' meeting, the board of directors, the board of supervisors and the management level, the mutual restraint of property rights, decision-making rights, supervision rights and management rights is realized. However, if the share capital of employees is too small, it is difficult to send representatives to the board of directors and the board of supervisors to participate in the decision-making, management and supervision of the enterprise, and safeguard their legitimate rights and interests. Without the participation of employee representatives and the involvement of employee equity, in a sense, it is difficult to truly form a mechanism for self-development and self-restraint within the enterprise. Third, due to the clarity of property rights and the implementation of rights and responsibilities, the direct intervention of the competent authorities in enterprises is restricted, and the change of the operation mode of enterprises under the direct management of the government is promoted, so that enterprises can truly go to the market.

Second, there are several main sources of employee equity composition.

1. Monetary capital investment of employees. At present, China's macroeconomic situation is on the tight side, and it is difficult to change it in the short term, the country's financial situation is grim, and the shortage of funds for enterprises is also a reality that must be faced. Therefore, China's employee stock ownership can only rely mainly on the workers' own monetary input. In the past, the fund-raising, risk collateral, joint stock fund and joint-stock cooperative stock fund of the enterprise to the employees, including the economic compensation for the replacement of the status of the employees in the new round of restructuring, can be converted into the equity capital of the employees of the company with the consent of both the enterprise and the employees.

From the perspective of future development, we can refer to the experience of foreign developed market economy countries: First, a number of funds are set up for employee stock ownership, such as the employee stock ownership plan trust fund in the United States, and the state gives preferential policies; the second is to support employee stock ownership through bank credit funds with low-interest loans; The third is to favor the tax policy and use the method of tax reduction and exemption to encourage employees to hold shares. If it is allowed to reduce or exempt the tax of individuals within about three years, it will also avoid the current situation of double taxation by enterprises (employees).

2. The balance of wages of the enterprise over the years is distributed. Generally speaking, there are unprocessed wage balances in the enterprise for various reasons. This part of the surplus should be used to take advantage of the restructuring and distribute it to the employees reasonably and legally. There are three main forms: one is the allotment award. It is distributed on a pro-rata basis according to the monetary contribution of the employees. However, the ownership of the salary balance belongs not only to the active staff, but also to the retired employees. If the retired workers do not hold shares, and the enterprise only allocates shares to the incumbents, it actually occupies the interests of the retired employees. Therefore, it can only be said that part of the salary balance of the past years can be used to reward employees for their capital contribution to purchase shares. Second, this kind of allotment can be distributed according to the importance of the post and the proportion of capital contribution, but the gap between the employees can not be too large, and the average distribution method can also be adopted, so as not to cause unreasonable possession of the interests of the employees. The third is this kind of allotment of shares, which can be allocated to ownership or dividend rights. Shares that are entitled to dividends to employees can be gradually converted into ownership through annual profit distribution. It is also possible to determine the conversion ratio according to the contribution of employees, and give full play to the role of the incentive mechanism.

3. Distribution of collective assets. According to the provisions of the Enterprise Law, the Regulations of the People's Republic of China on Urban Collective-Owned Enterprises, and other laws and regulations, the property of urban collective-owned enterprises belongs to the collective ownership of the working masses. In the restructuring, this part of the assets can be distributed to employees, and the specific measures can be implemented with reference to the above article. In practice, in view of the differences between the competent authorities and enterprises on the source and formation of some of these assets, including different understandings of their ownership, at present, some of them can also be tentatively designated as collective assets of enterprises, and characterized as collective shares of employees (because enterprises cannot hold their own assets, and the higher-level competent departments cannot pocket them), and then adopt different methods to gradually transition to employees.

4. The industrial surplus of the trade union. In the past 10 years or so, grassroots trade unions in various localities have established a number of economic entities that serve workers and society, and many of them have accumulated a certain amount of experience. In a modern system enterprise, the division and return of shareholders' equity are very clear. Therefore, it is no longer possible for trade unions to strive for the welfare of workers and workers through regular reporting and consultation to party committees and administrative departments as before. In particular, during the New Year's holidays, trade unions used to habitually do some practical things for the welfare of employees, but in joint-stock enterprises, the result of this actually encroached on the interests of other shareholders. The standardized method is that the trade union uses its own assets (through the employee stock ownership association) to purchase shares and shares, and then uses the dividends of the shares it holds to do more practical and good things for the employees.

Third, attention should be paid to the compatibility and promotion of the stock system and employee stock ownership.

The object of employee stock ownership is all the internal employees of the enterprise, and the object of the stock system is mainly the senior management including the operator and the development, marketing and technical backbone. After the implementation of the futures stock system, the purpose is to further encourage and restrain the above-mentioned objects.

The core of the stock futures system is options (ESO), which is a distribution system that integrates risks and benefits. The practice of using stock options originated in the United States, and since the 80s, most American companies have implemented this system. At least 89% of the world's top 500 large industrial enterprises have implemented a stock option system for their operators. The option system uses the difference in the price of the company's stock appreciation as a compensation for the human capital of the enterprise operator. The bottom line and extent of such compensation are closely linked to the operator's own ability and efforts. The enterprise stock system is compatible with the annual salary system for entrepreneurs (operators) currently implemented in many places, and it can be understood in this way: both are new forms of reform of the distribution system, which complement each other, the annual salary system is generally standardized, and the stock system is implemented from the equity level.

Fourth, pay attention to studying the relationship between trade unions, workers' congresses, and employee stock ownership associations, and constantly standardize the operation of employee stock ownership associations.

Trade unions should not only safeguard the legitimate rights and interests of enterprises and investors, but also express and safeguard the legitimate rights and interests of workers and workers, including their labor rights and capital gains, and at the same time pay attention to the problem of reducing labor distribution due to the increase in capital distribution, and take into account the interests of all parties concerned. Therefore, trade unions should strengthen their sense of mission and responsibility, and take a positive and prudent attitude to standardize and develop employee stock ownership associations as an important task.

First, trade unions and employee stock ownership associations are very different in terms of organizational nature, work content, activity methods, and operating mechanisms, and in a certain sense, they are essentially different.

A trade union is a mass organization of the working class in which workers voluntarily combine (Chapter 1 of the Trade Union Law). The employee stock ownership association is composed of voluntary capital contributions by the employees of the joint-stock company (enterprise), jointly holds the shares of the company (enterprise), and exercises the shareholder rights on behalf of the shareholding employees. From the above, it can be seen that the trade union organization is the product of the contradiction of social and economic development, its members cover all strata of the working class, and it is the bridge and link between the party and the masses of workers, and its organization is systematic; However, the employee stock ownership association only represents the shareholding employees in a certain enterprise, or has a property right relationship with the enterprise, and all or part of the shareholding employees in some specific enterprise groups express and maintain the rights and interests in the ownership of property related to the share capital they hold, and its organizational system is closed.

Judging from the situation in various localities, most of the employee stock ownership associations are registered with the industrial and commercial departments as trade union legal persons, and most of the employee stock ownership associations rely on the enterprise trade unions to operate and accept the leadership and supervision of the trade unions. This method is conducive to the trade union to safeguard the interests of the employees holding shares, give play to the role of the trade union in the enterprise employee stock ownership association, and also facilitate the standardization of the operation of the employee stock ownership association. If the workers' stock ownership association is registered as a legal person of association, two workers' organizations will appear in one enterprise, and the workers' stock ownership association will be organized with obvious economic interests, which will not only be politically detrimental to the unity and unity of the workers' ranks, but will also cause contradictions due to improper handling of contradictions in economic interests once the organization and guidance of the trade unions are lost, which is not conducive to the overall situation of reform, development, and stability. Therefore, trade unions must not only not give up the work of the workers' stock ownership unions, but also conscientiously open up the workers as a new field of trade union work in the new period. However, it should also be noted that the nature of the employee stock ownership association is different from that of the trade union, and it is somewhat unjustifiable to define the employee stock ownership association as an organization subordinate to or within the trade union. We believe that the employee stock ownership association can rely on the legal person status of the enterprise trade union to register, and the person in charge of the enterprise trade union can also serve as the leader of the employee stock ownership association through election, and participate in the decision-making and supervision bodies such as the board of directors and the board of supervisors of the enterprise on behalf of the shareholding employees. However, the trade union cannot take over the matters that should be discussed and decided by the employee stock ownership association. The debts incurred by the employee stock ownership association with the shareholding of the trade union legal person can only be borne by the equity held by the employees in accordance with the provisions of the articles of association of the employee stock ownership association.

1. The trade union is responsible for preparing for the establishment of the employee stock ownership association: raising the share capital of the employees, applying for the establishment of the employee stock ownership association, and convening the first meeting; Participate in the company's industrial and commercial registration in the name of trade unions and associations.

2. After soliciting the opinions of employees, the trade union shall propose a list of candidates for the person in charge of the employee stock ownership association and submit it to the employee stock ownership association for election; According to the share of the company's property rights, in accordance with the "Company Law", the company's "Articles of Association" and relevant policies and regulations, recommend the representatives of employee directors and employee supervisors, participate in management and supervision, express and maintain the safe operation of the company's capital, including the share capital of employees, and safeguard the legitimate rights and interests of shareholding employees.

Second, the relationship between the employee stock ownership association and the workers' congress. The difference between the employee stock ownership association and the workers' congress is manifested in the nature of the organization, the principles of the organization, the basic functions, and the main body of power.

1. The workers' congress is the organ for the employees of the enterprise to exercise the power of democratic management, and is the basic form of democratic management of the enterprise. Under the condition of shareholding economy, the employee stock ownership association is an economic organization in which the shareholding employees voluntarily combine to form an investment body, jointly invest capital in the company, and participate in the management through the stock holding association.

2. The workers' congress expresses the collective will of all employees of the enterprise to exercise various democratic management powers, including shareholding and non-shareholding employees; The employee stock ownership association is mainly to reflect and safeguard the rights and interests of the employees who hold shares. The main body of the exercise of power by the workers' congress is all employees, and the main body of the power exercised by the shareholding committee is the employees who hold shares. In order to avoid duplication of content and reduction of levels, the two associations can be convened together to jointly hear relevant reports, deliberate relevant plans and resolutions, and exercise their respective functions and powers.

3. The election of employee representatives of the workers' congress. Generally, according to the proportion of the number of employees, according to the conditions of representativeness, the electoral district is demarcated and elected after the election. The basic condition of the employee stock ownership representative of the shareholding association is that he should hold the share capital of the company (enterprise). Employee stock ownership representatives should also be elected according to the number of seats allocated by the constituency, not only according to the number of employees, but also with reference to the amount of employee stock ownership in the constituency. Since the workers' congress and the employee stock ownership association can generally be held in the form of 'two sessions in one', the representatives of the two sessions should also try to 'unify' to facilitate the meeting.

4. The workers' congress implements the one-person-one-vote system, and the shareholding association can implement both the one-person-one-vote system and the one-share-one-vote system, and some places also do the same. However, generally speaking, it is not appropriate to advocate a one-share, one-vote voting (power) system within the employee stock ownership association at present. The reason is that the gap between the shareholding amount of employees in many localities is too large, and some even reach a very large disparity, which is very easy to cause a situation in which individuals hold shares within the shareholding association. In the new round of reform, due to the promotion of local governments and competent departments at all levels, this situation of large disparity in shareholding between workers and workers has become more and more serious. If individuals within the shareholding association are allowed to hold large shares, a small number of people may "allocate thousands of pounds" to control the organizational rights and property rights of the shareholding association, thus indulging in the operation of the shareholding association, and losing our original intention of advocating joint shareholding and democratic management by employees.

5. Establish an employee stock ownership system supported by clear laws and active policies.

In order to standardize and healthily promote the development of the employee stock ownership system and employee stock ownership associations, we believe that it is necessary to strengthen the building of the legal system, clarify the legal status of employee stock ownership, and support the development of employee stock ownership associations through legislation and active policies.

Employee stock ownership includes employee stock ownership associations, from embryonic to development. It has been nearly 20 years, although it has been widely recognized by the masses of workers, but has not been able to form a general climate, as far as the situation of our province is concerned, the development of various places is also unbalanced, some in the development of 'transformation', individual self-fending, overall there are signs of shrinking. While there are many reasons for this, the key is the lack of clear legal recognition and support. It can be said that there is still no local legislation on employee stock ownership associations, let alone a special law enacted by the state. The All-China Federation of Trade Unions, the Ministry of Foreign Trade, and the State Administration for Industry and Commerce have jointly formulated the Interim Measures for the Registration of Internal Employee Stock Ownership Associations in Pilot Foreign Trade and Economic Cooperation Enterprises, confirming that the shareholding associations rely on the trade union legal person of the enterprise and use the trade union legal person as the shareholder or initiator to handle the industrial and commercial registration. There is no legal relationship between the shareholding association and the trade union.

At present, there are only a handful of provinces, including our province, that only have 'interim (trial, pilot) measures'. Therefore, in order to develop the employee stock ownership system, it is imperative to introduce relevant laws. Taking into account the legislative process, a three-step approach can be adopted at present, namely, first, actively promoting local legislation; Second, while promoting local legislation, all localities should first issue relevant documents and supporting policies to standardize and clarify employee stock ownership associations and related issues, and prepare for legislation in practice; Third, while enacting local legislation, we should vigorously promote the state to formulate special laws on the issue of employee stock ownership, including employee stock ownership associations. From the ACFTU to the provincial (municipal) trade unions, this work should be put on the agenda and work together to tackle key problems.

Judging from the current situation in Xianglin Province, the employee stock ownership association of an enterprise is generally managed and operated by the trade union. However, there are also different understandings, and some people believe that it is an agency relationship in law, that is, that the trade union is the agent of the shareholding association. I am afraid that this statement cannot be established. If the relationship between the trade union and the shareholding association is that of agent and agent, then the trade union will inevitably have the authorization of the shareholding association to act as its agent, and within the scope of this authorization, the trade union can independently decide on civil legal acts such as investment in the enterprise in the name of the shareholding association, and the shareholding association shall bear the legal consequences of the trade union's agency acts. In fact, trade unions cannot undertake or interfere in the day-to-day affairs of the employee stock ownership association, and the employee stock ownership association should carry out its work in accordance with the provisions of its own "Articles of Association". The meaning of why the employee stock ownership of an enterprise is managed by the trade union is as follows:

First, in the registration of a company, since the employee stock ownership association is registered in the name of the trade union organization, the trade union bears legal responsibility for the operation of the employee share capital. It should be noted that trade unions have more obligations than rights in the substantive sense. Trade unions should have a better grasp of the operation of enterprises, intervene in management and development planning, and set higher demands on trade union work. Because the shareholding association is an organization of investors, the members of the shareholding association do not include all the employees of the enterprise, and one of the important purposes is to make profits, which is inconsistent with the trade union as a labor organization in terms of nature, function, purpose, etc., and the trade union should pay attention to the organic combination of safeguarding the economic interests of the shareholding workers and strengthening the democratic management of the employees through the work of the employee stock ownership association.

Second, the investment of funds by employees into the shareholding association is an individual investment behavior, and they must entrust the shareholding association to exercise the rights of shareholders on behalf of the shareholders on a voluntary basis and in accordance with the relevant regulations of the enterprise. The shareholding association has a complete constitution, structure and property, has its own way of activities, and has full decision-making and management rights over internal affairs. Therefore, the trade union cannot be the legal supervisor and leader of the employee stock ownership association, and the management and operation of the employee stock ownership association must be carried out in accordance with the law.

Third, the 'trusteeship operation' of the trade union is subjectively to avoid the legal responsibilities that may arise. The investment of the employee stock ownership association may involve creditor's rights and debts outside the enterprise, and the occurrence of these civil relations legally covers the 'party' (civil subject) of the trade union organization, because the stock ownership association is registered in the name of the trade union association. However, the occurrence of these civil relations has the potential to create problems that are difficult for trade unions to deal with. For the sake of the trade union's own safety, the only way to do this is to strengthen management and strictly limit the civil rights of the employee stock ownership association. ”

Speaking of this, he should have said, "My words are finished", but Xiao Chen deliberately paused for a few seconds, making everyone look at him with some suspicion, and then said word by word: "I will do the same in Liao'an and Longjiang for the above words, and for enterprises that have not been restructured according to this method, within two years, they must be handled in accordance with this method again...... You can say that this method is not a system for the time being, and you can not do it, of course, this is the case. But I'm telling you plainly today, you can do it if you don't, but you'd better stand up to the investigation. ”

As soon as these words came out, the whole province of Xianglin suddenly became shocked, especially the state-owned enterprises that have been restructured and are in the process of restructuring in the past two years, suddenly became a little panicked. Many executives of state-owned enterprises issued a prison sentence: "Is this the Zhendong Office?" Or is it the Zhendong Office? Such a willful nonsense! ”