The design of restricted stock scheme from the practice of foreign countries, the restrictions are mainly reflected in two aspects: first, the acquisition conditions; The second is the conditions of sale, but in general, the focus is very clear, especially in the second aspect. Moreover, the scheme is designed according to the actual situation of each company and has certain flexibility.
First, the acquisition conditions
Most foreign companies grant a certain number of shares to the incentive object for free or after charging a nominal fee. In China's "Administrative Measures for Equity Incentive of Listed Companies (Trial)", it is clearly stipulated that restricted shares should stipulate the performance conditions of the shares to be awarded to the incentive object, which means that the design of acquisition conditions can only be limited to the relevant financial data and indicators of listed companies.
Second, the conditions of sale.
According to the different requirements and background of the incentive companies to be implemented, foreign schemes set the market price conditions, age conditions and performance conditions of marketable stocks, and there are few unique terms. However, China clearly stipulates that restricted stocks should have a lock-up period (a very specific lock-up period is stipulated, but other compound selling conditions should be set according to the requirements of listed companies).
Third, the tax issue.
In the current period of granting restricted shares, if it is a capital increase grant, it shall be included in the relevant costs or expenses according to the difference between the market price of the stock on the grant date and the face price charged, and at the same time, the share capital shall be increased according to the total face value of the stock, and the capital reserve shall be increased according to the difference; If the share transfer is granted by the major shareholder, it should also be accounted for according to the share payment.
Restricted shares will increase the company's cost in the current period of grant, but according to the principle of tax law, this part of expenses cannot be used for pre-tax deduction, and it has no influence on the company's income tax expenses on the premise that the listed company's taxes are calculated by the tax payable method, so the net decrease of the listed company's net profit in that year should be equivalent to the increase of expenses.
On the grant date, employees holding restricted shares shall pay personal income tax according to the difference between the total amount measured by the market price of the shares and the symbolic price of the expenses. (Note: The U.S. government requires the owners of restricted shares to pay income tax even if they don't sell their shares after the restrictions are lifted. When he sells these shares, he has to pay another income tax as long as the share price continues to rise. In addition, if he holds shares for more than one year, he must pay capital income tax. )