In essence, the equity incentives of listed companies are mostly in exchange for employees' services through equity consideration, which conforms to the characteristics of the standards, and the share-based payment standards are the accounting treatment methods that can better reflect the economic essence of equity incentives.
According to the current requirements of the CSRC, the equity incentives of listed companies (applicable to capital increase, shareholder equity transfer, etc.) are treated in accordance with the share-based payment standards, and the relevant discounts are directly included in the current profits and losses.
For example, the management of an enterprise and the PE organization respectively obtained 1 000000 shares, but the employee's share price was1yuan, while the PE organization's share price was 10 yuan, and the price difference between the two parties was 9 yuan. According to the regulations of the CSRC, at this time, the equity acquired by employees should be treated as share-based payment, which is regarded as the company's equity reward of 9 million yuan (the price difference of 9 yuan is multiplied by10,000,000 shares per share), and the 9 million yuan is directly deducted from the company's current net profit and adjusted to the accounting items of management expenses or capital reserve fund.
According to the above treatment, if the company to be listed has a large amount of share-based payment during the reporting period, it will have a great impact on the company's net profit in that year, and may even cause some enterprises to have a low or negative net profit in that year after implementing share-based payment in that year, thus no longer meeting the listing conditions.
At present, there are many disputes about the accounting treatment of equity incentive of listed companies and the determination of equity incentive price fairness. The CSRC has piloted this system in several new listed companies, and is now formulating specific implementation rules for share-based payment, which may be announced in the near future.
Second, the way of equity incentive
1 There are two main ways to encourage employees' equity in the company to be listed: one is that shareholders transfer shares to relevant employees at low prices, and the other is that employees increase capital in the company to be listed at low prices. Combined with the definition and characteristics of share-based payment and the relevant documents of the Ministry of Finance and the China Securities Regulatory Commission, it belongs to share-based payment.
2. There are two forms for employees to hold shares in the company:
First, employees directly hold shares in their personal names, that is, employees contribute capital and the shares are registered in their personal names. After the shares in this way are registered in the employee's name, they belong to the employee's personal legal assets, and their independent exercise of equity rights is not restricted according to law, and they can also freely transfer the relevant shares to their next family who are willing to take over.
Second, employees with equity incentives set up a shareholding company, which holds shares of the company to be listed on behalf of employees, and the relevant shares are registered in the name of the shareholding company. Employees indirectly hold shares of the company to be listed by holding shares of the company. In this way, employees' exercise of shareholder rights must be implemented through holding companies.
3. The key issue-the price of employees' equity.
According to the aforementioned regulations on share-based payment, the price of employees' equity should be fair. As the CSRC is now formulating detailed rules for share-based payment, this issue is still inconclusive.
Judging from several pilot cases, the employee's share price can't be obviously unfair (there is no PE in equity incentive, and if PE is not planned to be introduced within one year after the incentive, the price should be higher than the net assets per share as far as possible), and the salary level of management and employees can't be significantly lower than the local and industry average.
Companies to be listed must choose the right time to implement equity incentives, and enter quickly before PE institutions with appropriate intervals (from the current case of pilot enterprises, the interval should be more than one year).
4. Ways to realize the equity value in the future.
When holding shares directly, it is more convenient to realize the equity. If Tengda is listed successfully in the future, employees can directly transfer shares in the secondary market after the expiration of the lock-up period stipulated by the CSRC. If the listing is unsuccessful, many employees can transfer their share creation to their next home who is willing to buy their shares.
In the case of indirect shareholding, it is complicated to realize the equity. In the future, if the listing is successful, individual employees can transfer the equity of the holding company they hold to their next family when they intend to transfer shares. If no next family takes over, they can sell the corresponding shares in the secondary market space through the holding company, and then the holding company will pay the proceeds to the relevant shareholders by reducing the registered capital. If the listing is unsuccessful, employees can transfer their shares in the holding company to their next home who is willing to buy their shares.
5. According to the relevant regulations of China Securities Regulatory Commission, the total number of shareholders (including indirect shareholding) of the company to be listed after employee stock ownership shall not exceed 200.
6. According to the relevant regulations of China Securities Regulatory Commission, the company to be listed shall not have any special agreement or arrangement on entrusted shareholding, trust shareholding or other equity-related matters.