1、投票权，投票权决定分配权

1. Voting rights determine allocation rights

2、利益分配，就是收益权

2. Benefit distribution is the right to profit

所以作为一般投资人，对于股权的态度是：既反对一股独大，因为这样对优秀人才没有吸引力，也不赞成股权高度分散，比如万科，创始团队失去了对公司的控制权。

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.

投资人都希望CEO能作为一个相对的大股东，在天使轮的时候要绝对控股，后面在不断稀释中，要保持一个相对控股权。如果个人不行的话，一定要把团队形成一致行动人，把投票权放在自己手里，保证自己来做决策。

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.

创业公司的创始团队股权不是通过投资获得的，而是承诺长期全身心投入为公司服务获得的股权。所以这部分股权必须绑定，按照创始团队成员在公司工作的年限逐年成熟兑现。

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.

股份绑定期最好是4到5年，任何人（包括创始人）都必须在公司做够起码1年才可持有股份，然后根据工作年限，再逐年成熟兑现相应比例的股份。团队成员绑定期内退出公司未成熟的股权无偿收回，已成熟的股权按约定处置。

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.

创始团队成员股权可由创始人代持，或由创始人控制的有限合伙持股平台代持。约定合伙人的股权成熟年限，比如4-5年，同时约定任何合伙人中途退出，未成熟的股权无偿收回，已成熟的股权按约定价格由创始人或公司回购，或部分回购部分保留；对于离职不交出股权的行为，为避免司法执行的不确定性，约定离职不退股需支付高额的违约金。

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.

在创业过程中，团队成员退出不可避免，因价值观发生分歧或彼此性格和行为方式不能适应，或能力和业绩达不到公司要求，经友好协商退出。这种情况下，承认历史贡献，对未成熟的股权无偿收回，对已成熟的股权适当保留一部分，其余部分收回，收回价格双方按事先约定的原则确定。

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.

因权力和利益分配不满导致激烈冲突，或损害了公司利益被勒令退出，这种情况下对未成熟的股权无偿收回，对已成熟的股权也有权无偿收回，或以双方按事先约定的原则的最低标准确定回购价格。

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.