一、常见的员工持股计划模式

　　1、 Common employee stock ownership plan models

　　由于目前的相关规则对员工持股计划未作出过多限制，实施员工持股计划灵活性较强，具体模式可以结合资金来源和股份来源作进一步细分，就激励属性而言，常见的员工持股计划模式可以划为以下三类：

　　Due to the current relevant rules not imposing too many restrictions on employee stock ownership plans, the implementation of employee stock ownership plans is flexible. Specific models can be further subdivided based on funding and share sources. In terms of incentive attributes, common employee stock ownership plan models can be classified into the following three categories:

　　（一）自筹资金+回购过户型员工持股计划

　　（1） Self raised funds+repurchased unit type employee stock ownership plan

　　公司结合拟购股规模或资金规模，在回购期限内，以自有资金择机自二级市场回购社会公众股，公司回购股份完成后以非交易过户形式将库存股划转至员工持股计划专用证券账户进行锁定。该模式下，员工持股计划受让公司库存股的价格一般较市场价格有所折让，价格折扣能够提升激励对象的参与意愿；另一方面，较市价折让的部分需要计提股份支付费用，且存在纳税义务。因此，价格折扣力度需要兼顾激励成本和激励效果，折扣力度过大，亦可能导致监管风险，市场上常见的为市价的5折。

　　The company will repurchase public shares from the secondary market with its own funds at an appropriate time during the repurchase period, taking into account the size of the planned shares or funds. After the repurchase of shares is completed, the company will transfer the treasury shares to the employee stock ownership plan special securities account for locking in a non trading transfer form. In this mode, the price of the company's inventory shares acquired by the employee stock ownership plan is generally discounted compared to the market price, and the price discount can increase the willingness of incentive recipients to participate; On the other hand, the portion discounted to market price requires provision for share based payment expenses and incurs tax obligations. Therefore, the degree of price discount needs to take into account both incentive costs and incentive effects. If the discount degree is too large, it may also lead to regulatory risks. The common practice in the market is 50% off the market price.

　　（二）奖励基金+二级市场购股型员工持股计划

　　（2） Reward fund+secondary market stock purchase type employee stock ownership plan

　　公司根据薪酬激励机制，在满足考核的前提下根据分配政策，归集并设立奖励基金，作为员工持股计划的全部或部分购股资金，员工持股计划自二级市场购买公司股份。该模式下，激励对象的出资压力有所降低，在一定程度上保障了激励的有效性。

　　According to the salary incentive mechanism and distribution policy, the company collects and establishes a reward fund as all or part of the purchase funds for the employee stock ownership plan. The employee stock ownership plan purchases company shares from the secondary market. In this mode, the pressure of the incentive recipients to contribute has been reduced, which to some extent ensures the effectiveness of the incentive.

　　（三）杠杆融资+二级市场购股型员工持股计划

　　（3） Leveraged financing+secondary market stock purchase type employee stock ownership plan

　　公司结合员工持股计划的激励对象自筹资金情况，通过寻求银行/券商/信托/保险机构等融资机构，为员工持股计划适配相应的杠杆资金，员工持股计划自二级市场购买公司股份。该模式下，激励对象的出资压力有所降低，在筹资成本/费用相对稳定的情况下，能够有效放大收益空间，且控股股东、实际控制人一般会提供兜底担保，因此，也能够有效提振员工持股计划的吸引力。

　　The company combines the self raised funds of the incentive objects of the employee stock ownership plan and seeks financing institutions such as banks/securities firms/trusts/insurance institutions to match the corresponding leverage funds for the employee stock ownership plan. The employee stock ownership plan purchases company shares from the secondary market. Under this model, the investment pressure of incentive targets is reduced, and with relatively stable fundraising costs/expenses, it can effectively amplify the profit space. Moreover, controlling shareholders and actual controllers generally provide backstop guarantees, which can also effectively boost the attractiveness of employee stock ownership plans.

　　需要说明的是，员工持股计划的股份来源可以分为定向增发、二级市场（集中竞价、大宗交易、协议转让）、回购过户和股东赠与四种方式。定向增发方式由员工持股计划作为认购对象参与公司非公开发行，公司融资方案需要监管部门审批，且员工持股计划认购的定增股份需要限售三年方可卖出，时间周期较长，资金成本较高，主要体现为投资属性，对公司长期发展前景较为乐观，市场实践中较少采用。股东赠与方式由公司股东作为结算方，换取员工为公司提供服务，但赠与同样涉及股份支付费用和个人所得税，未有较明显的优势，且由“特定股东”买单，实践中亦较少采用。

　　It should be noted that the source of shares in employee stock ownership plans can be divided into four methods: targeted issuance, secondary market (centralized bidding, bulk trading, agreement transfer), repurchase transfer, and shareholder gift. The targeted issuance method involves the employee stock ownership plan as the subscription object to participate in the company's non-public offering. The company's financing plan requires approval from regulatory authorities, and the private placement shares subscribed by the employee stock ownership plan need to be restricted for three years before they can be sold. The time period is long and the cost of capital is high, mainly reflected in the investment nature, which is optimistic about the company's long-term development prospects and is rarely used in market practice. The shareholder gift method is settled by the company's shareholders in exchange for employees providing services to the company. However, the gift also involves share based payment expenses and personal income tax, and does not have obvious advantages. Moreover, it is paid by "specific shareholders" and is rarely used in practice.

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