1、投票權，投票權決定分配權

1. Voting rights determine allocation rights

2、利益分配，就是收益權

2. Benefit distribution is the right to profit

所以作為一般投資人，對于股權的態(tài)度是：既反對一股獨大，因為這樣對優(yōu)秀人才沒有吸引力，也不贊成股權高度分散，比如萬科，創(chuàng)始團隊失去了對公司的控制權。

So as a general investor, our attitude towards equity is: we oppose the dominance of one share, as it is not attractive to outstanding talents, and we also do not support highly diversified equity, such as Vanke, where the founding team lost control of the company.

投資人都希望CEO能作為一個相對的大股東，在天使輪的時候要絕對控股，后面在不斷稀釋中，要保持一個相對控股權。如果個人不行的話，一定要把團隊形成一致行動人，把投票權放在自己手里，保證自己來做決策。

Investors all hope that the CEO can act as a relative major shareholder, holding absolute control during the angel round and maintaining a relative controlling stake in the subsequent dilution. If an individual is unable to do so, it is important to form a cohesive team of action members, place the voting power in their own hands, and ensure that they make decisions themselves.

創(chuàng)業(yè)公司的創(chuàng)始團隊股權不是通過投資獲得的，而是承諾長期全身心投入為公司服務獲得的股權。所以這部分股權必須綁定，按照創(chuàng)始團隊成員在公司工作的年限逐年成熟兌現(xiàn)。

The equity of the founding team of a startup company is not obtained through investment, but through a commitment to long-term and wholehearted service to the company. So this part of the equity must be tied up and realized year by year according to the years of service of the founding team members in the company.

股份綁定期最好是4到5年，任何人（包括創(chuàng)始人）都必須在公司做夠起碼1年才可持有股份，然后根據(jù)工作年限，再逐年成熟兌現(xiàn)相應比例的股份。團隊成員綁定期內(nèi)退出公司未成熟的股權無償收回，已成熟的股權按約定處置。

The best binding period for shares is 4 to 5 years, and anyone (including the founder) must have worked in the company for at least 1 year before holding shares. Then, based on their years of service, they can gradually realize the corresponding proportion of shares. The immature equity of team members who leave the company during the binding period shall be recovered free of charge, and the mature equity shall be disposed of according to the agreement.

創(chuàng)始團隊成員股權可由創(chuàng)始人代持，或由創(chuàng)始人控制的有限合伙持股平臺代持。約定合伙人的股權成熟年限，比如4-5年，同時約定任何合伙人中途退出，未成熟的股權無償收回，已成熟的股權按約定價格由創(chuàng)始人或公司回購，或部分回購部分保留；對于離職不交出股權的行為，為避免司法執(zhí)行的不確定性，約定離職不退股需支付高額的違約金。

The equity of founding team members can be held on behalf of the founder or by a limited partnership holding platform controlled by the founder. Agree on the maturity period of the partner's equity, such as 4-5 years. At the same time, agree that if any partner withdraws midway, the immature equity will be recovered free of charge. The mature equity will be repurchased by the founder or company at the agreed price, or partially repurchased and partially retained; For the act of not surrendering equity upon resignation, in order to avoid uncertainty in judicial enforcement, it is agreed that a high penalty shall be paid for non withdrawal of equity upon resignation.

在創(chuàng)業(yè)過程中，團隊成員退出不可避免，因價值觀發(fā)生分歧或彼此性格和行為方式不能適應，或能力和業(yè)績達不到公司要求，經(jīng)友好協(xié)商退出。這種情況下，承認歷史貢獻，對未成熟的股權無償收回，對已成熟的股權適當保留一部分，其余部分收回，收回價格雙方按事先約定的原則確定。

In the process of entrepreneurship, it is inevitable for team members to withdraw due to differences in values, inability to adapt to each other's personalities and behaviors, or inability to meet company requirements in terms of abilities and performance. They may withdraw through friendly negotiations. In this case, historical contributions are recognized, immature equity is recovered free of charge, a portion of mature equity is appropriately retained, and the remaining portion is recovered. The recovery price is determined by both parties according to the principles agreed upon in advance.

因權力和利益分配不滿導致激烈沖突，或損害了公司利益被勒令退出，這種情況下對未成熟的股權無償收回，對已成熟的股權也有權無償收回，或以雙方按事先約定的原則的最低標準確定回購價格。

In the event of intense conflicts arising from dissatisfaction with the distribution of power and interests, or being ordered to withdraw due to damage to the company's interests, immature equity shall be reclaimed free of charge, and mature equity shall also be reclaimed free of charge, or the repurchase price shall be determined based on the minimum standard agreed upon by both parties in advance.