Tencent Technology Guo Xiaofeng August 16 reported
Just now, China Unicom Group through the subordinate A-share listed company China United Network Communications Co., Ltd. (hereinafter referred to as "China Unicom", "Company" issued "China Unicom on the mixed ownership reform of the special notice" , The formal disclosure of mixed ownership reform pilot program and the overall idea of the proposed reform points.
China Unicom said the mixed ownership reform pilot will use non-public offering and transfer of old shares in a combination of the introduction of four categories in the industry-leading position, and China Unicom has a synergistic effect of strategic investors: including large Internet companies, vertical industry Leading companies, with strong strength of the industrial groups and financial enterprises, the leading domestic industry funds.
Specifically for China Life, Tencent, Jingdong, Alibaba, Suning cloud business, Guangqi Group, the former sea mother fund, drop travel, network technology, China in the car, UF software, suitable century, China's state-owned enterprise structure Adjustment fund.
Capital amount, the mixed before the total share capital of China Unicom was about 211.97 million shares. In this mixed process, China Unicom intends to non-public offering of strategic investors not more than about 9.037 billion shares to raise funds does not exceed about 61.725 billion yuan; by the China Unicom Group to the strategic investor agreement to transfer its holdings of about 19 Billion shares of the company stock, the transfer price of about 12.975 billion yuan; to the core staff of the first issue of not more than about 848 million shares of restricted shares, to raise funds not more than about 3.213 billion yuan.
The total transaction price of the above total does not exceed about 77.914 billion yuan. After the completion of the above transactions, in accordance with the issue of the upper limit, China Unicom Group total holding about 36.67% stake in the company, the introduction of strategic investors holding the proportion of about 35.19%, the formation of mixed ownership diversified ownership structure.
According to China Unicom said. The financing will be used mainly for 4G and 5G related business and innovative business construction, accelerate the strategic transformation of China Unicom.
The following is the full text of the reform program:
China Unicom in-depth implementation of the "CPC Central Committee and State Council on the deepening of the reform of state-owned enterprises guidance" (in the hair 〔2015〕 22) and the spirit of the relevant documents, in accordance with the Central Economic Work Conference proposed to strengthen governance, , To improve the efficiency of the reform of the 16-word policy, to be through the reform of the pilot to introduce other state-owned capital and non-state capital, sound coordination and operation, effective checks and balances corporate governance structure, improve the market-oriented incentive and restraint mechanisms to promote the industrial chain , The value chain key business restructuring and reorganization, improve quality and efficiency, transformation and upgrading, to promote the state-owned capital and non-state capital to promote each other and common development. The mixed ownership reform pilot is China Unicom's major historical and strategic opportunities, China Unicom is also the only one group overall reform pilot units.
China Unicom's mixed ownership reform pilot's overall idea is to actively introduce mixed domestic ownership by actively introducing domestic investors, reducing the proportion of state-owned shares, releasing part of the company's shares to other state-owned and non-state capital, Market-oriented sound corporate system and corporate governance mechanism, focusing on the company's main business, innovative business model, the scale of development of basic business and innovation business, improve enterprise efficiency and competitiveness, to achieve the company's strategic objectives for the national economy and social information, Supply side structural reform, new and old kinetic energy conversion to make a positive contribution.
China Unicom's mixed ownership reform pilot will use the combination of non-public offering and old-stock transfer to introduce four broad categories of strategic investors with synergies with China Unicom: including large Internet companies, , With strong strength of the industrial groups and financial enterprises, the leading domestic industry funds, specifically for China Life, Tencent, Baidu, Jingdong, Alibaba, Suning cloud business, Guangqi Group, the former sea fund, Su Technology, China in the car, UF software, should pass the century, China's state-owned enterprise structural adjustment fund.
The strategic investors introduced by this mixed reform and China Unicom main industry with high relevance, complementarity, help the company in the network, customers, data, marketing services and industry chain influence and other aspects of resources and advantages and strategic investment The advantages of the mechanism, the combination of innovative business advantages, to achieve the modernization of corporate governance mechanism and market management mechanism. We will carry out in-depth strategic cooperation in the fields of cloud computing, large data, Internet of Things, artificial intelligence, home Internet, digital content, retail system, payment finance and so on, with the introduction of strategic investors, integrating resources, integrating advantages, complementarity, mutual benefit and win-win , To promote the integration of key business and industrial chain development, expansion of China Unicom in the field of innovation in the high-end supply, cultivate and expand the company's new development and innovation of new energy. August 16, China Unicom's subsidiary Unicom operating company in Beijing and Tencent, Baidu, Alibaba, Jingdong and other partners, in writing signed a strategic cooperation framework agreement. The parties involved in the agreement are willing to establish and further deepen the partnership in the relevant areas in the spirit of pragmatism, consultation and mutual benefit.
China Unicom mixed ownership reform pilot to establish a sound coordination of the operation, effective checks and balances of the mixed ownership corporate governance mechanism. The mixed before the company's total share capital of about 211.97 million shares. In the process of this change, the company intends to non-public offering of strategic investors not more than about 90.37 million shares to raise funds not more than about 61.725 billion yuan; by the Unicom Group to the strategic investors to transfer their holdings of about 1.9 billion Shares of the company stock, the transfer price of about 12.975 billion yuan; to the core staff to grant the first phase of not more than about 848 million shares of restricted shares, to raise funds not more than about 3.213 billion yuan. The total transaction price of the above total does not exceed about 77.914 billion yuan. After the completion of the above transactions, in accordance with the issue of the upper limit, China Unicom Group total holding about 36.67% stake in the company, the introduction of strategic investors holding the proportion of about 35.19%, the formation of mixed ownership diversified ownership structure. The financing will be used mainly for 4G and 5G related business and innovative business construction, accelerate the company's strategic transformation.
In the corporate governance structure and mechanism design, China Unicom adhere to the leadership of the party to the board of directors as the core, market-oriented operation of the principle of the proposed change through the formation of a diversified board of directors and managers, Coordinated operation, effective checks and balances of the mixed ownership of corporate governance mechanism. Adhere to the same shares in accordance with the law, according to the protection of all types of shareholder property rights, so that the participation of state-owned capital and non-state capital have the right to speak, in accordance with the Constitution according to the law to exercise decision-making power.
First, optimize the composition of the board structure, the implementation of the board of directors. The Company intends to introduce the new state-owned shareholders and representatives of non-state-owned shareholders as directors of the Company in the light of the situation of legal compliance and the strategic investors to further optimize the composition of the multi-board structure. Clear the board of directors in the company's core position, the implementation of the Board of Directors major decision-making, selection and employment, pay distribution and other powers, conscientiously fulfill the decision-making, internal management, to prevent risks, deepen reform and other duties, accept the shareholders meeting, supervisory board supervision.
Second, strengthen the management of the building, to explore market-oriented management. To explore the managerial market selection mechanism and market-oriented management mechanism, the implementation of tenure and contract management. To meet the policy requirements of senior management to explore the implementation of long-term incentive mechanism, and the establishment of incentives and supporting mechanisms.
Third, the establishment of employees and business interests sharing, risk-sharing market-oriented mechanism. To the market as the core, closely resource allocation, vitality, talent development of the three major reform theme, to promote human resource change, with innovative mechanisms to stimulate vitality, cohesion, the establishment of employees and business interests sharing, risk sharing market mechanism, To achieve the ability to be able to work, the staff can enter the income can be increased by the same time to maintain the basic rights and interests of employees to promote the development of the company. At the same time, build the core talent system, promote the transformation of professional structure.
Fourth, the establishment of equity incentive mechanism, and strive to achieve the shareholders, companies, employees the same interests. In the process of reform, we intend to establish employee incentive plan such as restricted stock, attract and retain high-quality staff, and strive to achieve the same interests of shareholders, companies and employees. The incentive plan is formulated and launched by the board of directors of the company. The incentive object is intended to include the directors, senior management personnel and the management personnel and technical backbone which have a direct impact on the business performance and sustainable development. Incentive equity allocation does not engage in egalitarianism, according to the contribution to the performance of the implementation of differentiated distribution.
Five is performance-oriented, optimize the internal distribution of compensation mechanisms and restraint mechanisms. The establishment of economic and labor market price linked to the total amount of the decision-making and adjustment mechanism, the reform of staff assessment and incentive mechanisms, scientific set company performance indicators and personal performance indicators, to promote the organization, professional line, team and employee goals synergies. Optimize the staff performance management system, the establishment of management and staff competition exit mechanism.
China Unicom mixed pilot program has been approved by the National Development and Reform Commission, non-public offering and equity incentive program has been A-share company board of directors to consider. The company will soon perform internal and external approval process, the shareholders meeting to consider the transaction, and submitted to the regulatory body for approval.
China Unicom resolutely implement the Party Central Committee and State Council decision-making arrangements, will be in the relevant national ministries and commissions with the help of careful organization, the courage to change, according to the rules according to the operation, for this mixed experiment pilot, playing a strong competitive, high level of service , Sustainable and healthy development of the mixed ownership model benchmarking enterprises, through real growth in performance to the country, shareholders and employees to bring greater returns.