In essence, the equity incentive of listed companies is mostly in exchange for employees' services through equity consideration, which conforms to the characteristics of the standard, and the share-based payment standard is an accounting treatment method that can better reflect the economic essence of equity incentive.
According to the current requirements of the CSRC, equity incentives for listed companies (applicable to capital increase and shareholder equity transfer, etc.). ) According to the share-based payment standard, relevant discounts are directly included in the current profit and loss.
For example, the management of an enterprise and the PE organization respectively obtained 6,543,800 shares of the company, but the employee's share price was 654.38+0 yuan, while the PE organization's share price was 654.38+00 yuan, and the price difference between the two parties was 9 yuan. According to the regulations of the CSRC, the equity acquired by employees at this time should be treated in accordance with the principle of share payment, as the equity reward of 9 million yuan given by the company to employees (the price difference in 9 yuan is multiplied by 6,543,800 shares/share), and 9 million yuan is directly deducted from the company's current net profit and adjusted to the accounting subjects of management expenses or capital accumulation fund.
According to the above treatment, if the company to be listed has a large number of share-based payments during the reporting period, it will have a great impact on the company's net profit in the current year, and may even lead to the low or negative net profit of some enterprises in the current year after implementing share-based payments, thus no longer meeting the listing conditions.
At present, there are many disputes about the accounting treatment of equity incentive in listed companies and the determination of equity incentive price fairness. The CSRC has piloted this system in several newly 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 to go public: one is that shareholders transfer shares to relevant employees at a low price, and the other is that employees increase their capital to go public at a low price. Combined with the definition and characteristics of share-based payment and relevant documents of the Ministry of Finance and the China Securities Regulatory Commission, it belongs to share-based payment.
2. Employees hold shares in the company in two forms:
First, employees directly hold shares in the name of individuals, that is, employees contribute capital and shares are registered in the name of individuals. 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 by law, and the relevant shares can also be freely transferred to the next family who is willing to take over.
Second, employees with equity incentives set up shareholding companies, which hold shares of companies to be listed on behalf of employees, and the relevant shares are registered in the name of shareholding companies. 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 realized through the holding company.
3. The key issue-the price of employee equity.
According to the aforementioned regulations on share-based payment, the price of employee's equity should be fair. As the CSRC is now formulating the detailed rules for share-based payment, this issue has not yet been finalized.
Judging from several pilot cases, the share price of employees should not be obviously unfair (there is no PE in equity incentive, and if PE is not introduced within one year after incentive, the price should be higher than the net assets per share as far as possible), and the salary level of management and employees should not be significantly lower than the local and industry average.
Companies that want to go public must choose the right time to implement equity incentives and quickly enter before PE institutions at appropriate intervals (from the current case of pilot enterprises, the interval should be more than one year).
4. Ways to realize 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 lock-up period stipulated by the CSRC expires. 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, the realization of equity is more complicated. In the future, if the listing is successful, employees can transfer their shares in the holding company to their next home when they intend to transfer their shares. If there is no successor, the holding company can sell the corresponding shares in the secondary market space, 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 family who are 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 shareholding 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.