科创板第二类股权激励的最优实施方式研究

Research on the Optimal Implementation of the Second Type of Equity Incentive in SSE STAR Market

《上海证券交易所科创板股票上市规则(2020年12月修订)》新增了第二类股权激励方式,即先设立股权激励计划草案,待被激励对象在规定时间内达成考核目标,再将限制性股票归属至被激励人账户,被激励人同时出资。多数科创板上市公司采用这种股权激励方式。本文基于第二类股权激励的科创板公司案例,从股权激励的定性出发,阐释了股权激励不仅是一项管理、治理决策,而且是公司财务决策,在此基础上推导出股权激励的终极目标是股东权益最大化。上市公司在第二类股权激励上,具体操作有三种途径,包括通过激励关键员工提升公司业绩、通过信息披露向资本市场传递关键信息、通过股权操作刺激股价上涨。本文结合四家案例企业的分析,详细阐述了上市公司该如何更好地通过这三种途径来提升公司股价,从而实现股东权益的最大化。

The "STAR Market Listing Rules of the Shanghai Stock Exchange(Revised in December 2020)" has added a second type of equity incentive method, that is, a draft equity incentive plan is first established, if staff achieve the assessment objective within the specified time, the second type of Restricted Stock Units(RSUs) are added to their accounts. The incentivized staff pays in cash at the same time. This article is based on the case of the second type of equity incentive companies listed on the STAR Market. Based on the nature of equity incentives, this paper explains that equity incentives are not only a management and governance decision, but also a corporate financial decision. It is deduced that the ultimate goal of equity incentives is to maximize shareholders’ wealth. Therefore, equity incentives and other company’s equity operations such as repurchase and SEO need to be used in conjunction to achieve the goal of maximizing shareholders’ wealth. There are three ways for listed companies to operate equity incentives, including: motivating key employees to boost company performance, transmitting key information to the capital market through information disclosure, and stimulating stock price increases through equity operations. Based on multi-case analysis of the four STAR Market companies, this paper elaborates how the listed companies can better stimulate the company’s stock price through these three ways, so as to maximize the shareholders’ wealth.