股权激励方案落地执行
十年股权整理解决方案落地实施

　　股份支付的计算，是理解有一点难度，但做股权激励业务又不得不面对的一个事情。股份支付形成的费用，会减少企业的净利润（但不减少企业的净资产），是拟上市企业在报告期内实施股权激励计划不得不面对的问题。股权激励中股份支付的计算一、股份支付公允价值的确定

　　The calculation of share based payment is a bit difficult to understand, but it is something that we have to face when doing equity incentive business. The cost generated by share based payment will reduce the net profit of the enterprise (but not its net assets), which is a problem that prospective listed companies have to face when implementing equity incentive plans during the reporting period. Calculation of Share based Payment in Equity Incentives I. Determination of Fair Value of Share based Payment

　　《企业会计准则第11号—股份支付》第4条规定，以权益结算的股份支付换取职工提供服务的，应当以授予职工权益工具的公允价值计量。证监会发行监管部2019年修订发布的《首发业务若干问题解答》（二）规定，在确定权益工具的公允价值时，可合理考虑入股时间阶段、业绩基础与变动预期、市场环境变化、行业特点、同行业并购重组市盈率水平、股份支付实施或发生当年市盈率与市净率指标等因素的影响；也可优先参考熟悉情况并按公平原则自愿交易的各方最近达成的入股价格或相似股权价格确定公允价值，如近期合理的PE入股价；也可采用恰当的估值技术确定公允价值，但要避免采取有争议的、结果显失公平的估值技术或公允价值确定方法，如明显增长预期下按照成本法评估的每股净资产价值或账面净资产。根据前述规定，涉及股份支付的权益工具（即股权或股份）之公允价值，根据企业发展的不同情况，可以分别参考如下价值：（1）股票收盘价（针对上市公司）（2）净资产审计值（针对非上市公司）；（3）净资产评估值（针对非上市公司）；（4）近期外部投资人投资入股的企业估值（针对非上市公司）；（5）同行业类似企业的市盈率估值（针对非上市公司）；（6）恰当估值技术确定的公允价值（例如对于上市公司运用股票期权、第二类限制性股票等激励工具，可以采用Black-Scholes模型估值技术）。

　　According to Article 4 of Enterprise Accounting Standard No. 11- Share based Payments, if equity settled share based payments are exchanged for services provided by employees, they shall be measured at the fair value of the equity instruments granted to employees. The "Answers to Several Issues on Initial Public Offering Business" (II) revised and released by the Issuance Supervision Department of the China Securities Regulatory Commission in 2019 stipulates that when determining the fair value of equity instruments, the impact of factors such as the investment time stage, performance basis and expected changes, market environment changes, industry characteristics, the P/E ratio level of mergers and acquisitions in the same industry, the implementation of share based payments or the P/E ratio and P/B ratio indicators in the year of occurrence can be reasonably considered; Priority can also be given to determining the fair value by referring to the recently agreed upon equity price or similar equity price among parties who are familiar with the situation and voluntarily trade according to the principle of fairness, such as the reasonable PE investment price in the near future; Appropriate valuation techniques can also be used to determine fair value, but controversial and unfair valuation techniques or fair value determination methods should be avoided, such as the valuation of net asset value per share or book value using the cost method under significant growth expectations. According to the aforementioned regulations, the fair value of equity instruments (i.e. equity or shares) involving share based payments can refer to the following values based on the different development situations of the enterprise: (1) closing price of stocks (for listed companies), (2) audited value of net assets (for non listed companies); (3) Net asset valuation value (for non listed companies); (4) Valuation of companies recently invested and invested by external investors (for non listed companies); (5) Price to earnings ratio valuation of similar companies in the same industry (for non listed companies); (6) The fair value determined by appropriate valuation techniques (such as using Black Scholes model valuation techniques for incentive tools such as stock options and Class II restricted stocks for listed companies).

　　二、计量方式的确定

　　2、 Determination of measurement method

　　根据《企业会计准则第11号—股份支付》，股份支付费用的计算公式为：（权益工具的公允价值—权益工具的授予价格）×权益工具的授予数量。前述授予价格即指股权激励的激励价格，授予数量即指股权激励的激励数量。员工股权激励形成的股份支付费用数额的多少，即受三个变量因素的影响：股权的公允价值、股权的激励价格、股权的激励数量。根据员工股权激励是否约定服务期，股份支付可以分为不约定服务期的股份支付和约定服务期的股份支付，需要做出不同的计量安排。（1）不约定服务期（即激励股权授予后立即行权）的股份支付《企业会计准则第11号—股份支付》第5条规定，授予后立即可行权的换取职工服务的以权益结算的股份支付，应当在授予日按照权益工具的公允价值计入相关成本或费用，相应增加资本公积。授予日，是指股份支付协议获得批准的日期（一般为股东会审议通过员工股权激励计划之日，或是相关员工持股平台的章程或协议签署之日）。《首发业务若干问题解答》（二）规定，确认股份支付费用时，对增资或受让的股份立即授予或转让完成且没有明确约定服务期等限制条件的，原则上应当一次性计入发生当期，并作为偶发事项计入非经常性损益。举例：某国有拟上市公司在报告期内实施员工持股计划，公司注册资本1000万元，净资产评估值为5000万元。公司按照2元／股的价格向员工持股平台定向增资100万股；增资完成后，公司注册资本增加至1100万元。问：该项员工持股计划形成的股份支付费用为多少？公司如何进行会计处理？回答：股份支付费用的计算：公司权益工具（即股权）的公允价值：5000万元÷1000万股＝5元／股股份支付费用：（5元／股－2元／股）×100万股＝300万元因此，该项员工持股计划形成的股份支付费用是300万元。增资的会计处理：

　　According to the Accounting Standards for Enterprises No. 11- Share based Payment, the calculation formula for share based payment expenses is: (fair value of equity instruments - grant price of equity instruments) x number of equity instruments granted. The aforementioned grant price refers to the incentive price of equity incentives, and the grant quantity refers to the incentive quantity of equity incentives. The amount of share based payment expenses generated by employee equity incentives is influenced by three variable factors: fair value of equity, incentive price of equity, and incentive quantity of equity. According to whether employee equity incentives stipulate a service period, share based payments can be divided into share based payments without a service period and share based payments with a service period, and different measurement arrangements need to be made. (1) According to Article 5 of Enterprise Accounting Standard No. 11- Share based Payments, for share based payments that do not agree on a service period (i.e. exercise immediately after the grant of incentive equity), equity settled share based payments that can be exercised immediately after the grant in exchange for employee services shall be recognized as relevant costs or expenses at the fair value of equity instruments on the grant date, and corresponding capital reserves shall be increased. The grant date refers to the date on which the share based payment agreement is approved (usually the date on which the employee stock incentive plan is approved by the shareholders' meeting, or the date on which the articles of association or agreement of the relevant employee stock holding platform are signed). According to the "Answers to Several Issues on Initial Public Offering Business" (II), when confirming the payment expenses for shares, if the shares that are increased in capital or acquired are immediately granted or transferred without clear restrictions such as service period, they should be included in the current period as a one-time occurrence and recorded as occasional events in non recurring gains and losses. For example, a state-owned company planning to go public implemented an employee stock ownership plan during the reporting period, with a registered capital of 10 million yuan and a net asset valuation of 50 million yuan. The company will increase its capital by 1 million shares to the employee shareholding platform at a price of 2 yuan per share; After the capital increase, the registered capital of the company increased to 11 million yuan. Q: What is the share based payment cost generated by this employee stock ownership plan? How does the company handle accounting? Answer: Calculation of share based payment expenses: The fair value of the company's equity instruments (i.e. equity) is 50 million yuan ÷ 10 million shares=5 yuan/share. Share based payment expenses: (5 yuan/share -2 yuan/share) × 1 million shares=3 million yuan. Therefore, the share based payment expenses generated by this employee stock ownership plan are 3 million yuan. Accounting treatment for capital increase:

　　借：银行存款??200万元?贷：实收资本??100万元?资本公积??100万元股份支付的会计处理：

　　Borrowing: Bank deposit of 2 million yuan Loan: Paid in capital of 1 million yuan Capital reserve of 1 million yuan Accounting treatment for share based payment:

　　借：管理费用／销售费用／研发费用??300万元?贷：资本公积??300万元

　　Borrowing: Management expenses/sales expenses/research and development expenses of 3 million yuan Loan: Capital reserve of 3 million yuan

　　（2）约定服务期（即激励股权授予后分期行权）的股份支付《企业会计准则第11号—股份支付》第6条规定，完成等待期内的服务或达到规定业绩才可行权的换取职工服务的以权益结算的股份支付，在等待期内的每个资产负债日，应当以对可行权权益工具数量的最佳估计为基础，按照权益工具授予日的公允价值，将当期取得的服务计入相关成本或费用和资本公积。在资产负债表日，后续信息表明可行权权益工具的数量与以前估计不同的，应当进行调整，并在可行权日调整至实际可行权的权益工具数量。等待期，是指可行权条件得到满足的期间。对于可行权条件为规定服务期间的股份支付，等待期为授予日至可行权日的期间。对于可行权条件为规定业绩的股份支付，应当在授予日根据最可能的业绩结果预计等待期的长度。可行权日，是指可行权条件得到满足、职工具有从企业取得权益工具的权利的日期。《首发业务若干问题解答》（二）规定，对设定服务期等限制条件的股份支付，股份支付费用可采用恰当的方法在服务期内进行分摊，并计入经常性损益。举例：某上市公司股东会2018年2月10日通过《限制性股票激励计划》，以5元／股的价格向激励对象授予1000万股限制性股票（定向增资），该日上市公司的股票收盘价为8元／股。3月10日，限制性股票完成登记，并收到激励对象缴纳的购股款5000万元。限制性股票分三批解除限售，解除限售的比例分别为40%、30%和30%。第一批解除限售的时间为，自股票登记完成之日起12个月后的首个交易日起至股票登记完成之日起24个月内的最后一个交易日止。第二批解除限售的时间为，自股票登记完成之日起24个月后的首个交易日起至股票登记完成之日起36个月内的最后一个交易日止。第三批解除限售的时间为，自股票登记完成之日起36个月后的首个交易日起至股票登记完成之日起48个月内的最后一个交易日止。问：该项限制性股票激励计划形成的股份支付费用为多少？等待期内（即每年度）如何分摊？如何进行会计处理？回答：股份支付费用的计算：公司权益工具（即股票）的公允价值：8元／股股份支付费用：（8元／股－5元／股）×1000万股＝3000万元因此，该项限制性股票激励计划形成的股份支付费用是3000万元。鉴于授予的限制性股票是分批解除限售，需要在等待期内分摊

　　(2) According to Article 6 of the Enterprise Accounting Standards No. 11- Share based Payments, for equity settled share based payments that require the completion of services during the waiting period or the achievement of specified performance in exchange for employee services, the best estimate of the number of feasible equity instruments should be used as the basis for each asset liability date during the waiting period. The services obtained in the current period should be included in the relevant costs or expenses and capital reserves based on the fair value of the equity instruments on the grant date. On the balance sheet date, if subsequent information indicates that the number of exercisable equity instruments differs from previous estimates, adjustments should be made and adjusted to the actual number of exercisable equity instruments on the exercisable date. The waiting period refers to the period during which the conditions for exercising rights are met. For share based payments with a specified service period as the condition for exercise, the waiting period is from the grant date to the exercise date. For share based payments with specified performance as the condition for exercise, the expected waiting period on the grant date should be based on the most likely performance outcome. Feasible date refers to the date when the conditions for exercising rights are met and employees have the right to obtain equity instruments from the enterprise. According to the "Answers to Several Questions on Initial Public Offering Business" (II), for share based payments with restrictions such as service periods, the cost of share based payments can be appropriately allocated during the service period and included in the regular income statement. For example, on February 10, 2018, the shareholders' meeting of a listed company approved the Restricted Stock Incentive Plan, granting 10 million shares of restricted stock (targeted capital increase) to incentive recipients at a price of 5 yuan per share. The closing price of the listed company's stock on that day was 8 yuan per share. On March 10th, the registration of restricted stocks was completed and a purchase price of 50 million yuan was received from incentive recipients. Restricted stocks will be lifted in three batches, with the lifting rates being 40%, 30%, and 30% respectively. The first batch of lifting restrictions shall be from the first trading day 12 months after the completion of stock registration to the last trading day within 24 months from the completion of stock registration. The second batch of lifting restrictions shall be from the first trading day 24 months after the completion of stock registration to the last trading day within 36 months from the completion of stock registration. The third batch of lifting restrictions shall be from the first trading day 36 months after the completion of stock registration to the last trading day within 48 months from the completion of stock registration. Q: What is the share based payment fee generated by this restricted stock incentive plan? How to allocate during the waiting period (i.e. each year)? How to conduct accounting treatment? Answer: Calculation of share based payment expenses: The fair value of the company's equity instruments (i.e. stocks) is 8 yuan/share. Share based payment expenses: (8 yuan/share -5 yuan/share) x 10 million shares=30 million yuan. Therefore, the share based payment expenses generated by this restricted stock incentive plan are 30 million yuan. Considering that the restricted stocks granted are released from lock up in batches, they need to be amortized during the waiting period

　　2018年度分摊的股份支付费用合计1625万元，2019年度分摊的股份支付费用合计950万元，2020年度分摊的股份支付费用合计375万元，2021年度分摊的股份支付费用合计50万元。增资的会计处理：

　　The total amount of share based payment expenses shared in 2018 was 16.25 million yuan, the total amount of share based payment expenses shared in 2019 was 9.5 million yuan, the total amount of share based payment expenses shared in 2020 was 3.75 million yuan, and the total amount of share based payment expenses shared in 2021 was 500000 yuan. Accounting treatment for capital increase:

　　借：银行存款?5000万元?贷：实收资本??1000万元? ? ?资本公积??4000万元等待期内每个资产负债表日，需要确认的股份支付的会计处理：?2018年12月31日

　　Borrowing: Bank deposit of 50 million yuan Loan: Paid in capital of 10 million yuan Capital reserve of 40 million yuan Accounting treatment for share based payments that need to be confirmed on each balance sheet date during the waiting period: December 31, 2018

　　借：管理费用／销售费用／研发费用?1625万元?贷：资本公积??1625万元2019年12月31日

　　Borrowing: Management expenses/sales expenses/research and development expenses of 16.25 million yuan Loan: Capital reserve of 16.25 million yuan December 31, 2019

　　借：管理费用／销售费用／研发费用?950万元?贷：资本公积??950万元2020年12月31日

　　Borrowing: Management expenses/sales expenses/research and development expenses 9.5 million yuan Loan: Capital reserve 9.5 million yuan December 31, 2020

　　借：管理费用／销售费用／研发费用?375万元?贷：资本公积??375万元2021年2月28日

　　Borrowing: Management expenses/sales expenses/research and development expenses 3.75 million yuan Loan: Capital reserve 3.75 million yuan February 28, 2021

　　借：管理费用／销售费用／研发费用?50万元?贷：资本公积??50万元从上可以看出，一个分期行权的股权激励计划需要分摊的股份支付费用金额呈现一个逐年减少的规律。

　　Borrowing: Management expenses/sales expenses/research and development expenses 500000 yuan Loan: Capital reserve 500000 yuan From the above, it can be seen that the amount of share based payment expenses that need to be shared in a phased exercise equity incentive plan shows a decreasing trend year by year.

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