To accelerate the implementation of innovation -driven development strategies，Further stimulates the enthusiasm and creativity of the vast technology and management personnel，Promoting the sustainable development of state -owned technology -based enterprises，Agree with the State Council，February 26, 2016，Ministry of Finance、Department of Technology、The State -owned Assets Supervision Commission jointly issued the "Interim Measures for State -owned Science and Technology Enterprise Equity and Dividends" (Financial [2016] No. 4，The following referred to as "Measures"),It will be implemented nationwide since March 1, 2016。"Measures" since the introduction，Wide attention from all walks of life，Each unit attaches great importance to，Serious deployment，Carried out a series of effective work，At the same time, it also reflects some outstanding problems in execution。In order to facilitate the in -depth understanding of the policy connotation，Guidance、Encourage enterprises to carry out incentive work，Ministry of Finance、Department of Technology、The SASAC's applicable conditions for the implementation of the "Measures"、Incentive object requirements、Incentive implementation conditions、The management of incentive schemes and other questions to answer questions。
1. Applicable conditions for enterprises
1. How to define the corporate enterprise of the hospital?
Answer: The Enterprise of the Institute of Confignea refers to the "Notice on the Implementation Opinions of the Implementation of the Reform of the Management System for the Management System of the Scientific Research Institutions in the General Office of the General Office of the State Council" (National Office [2000] No. 38)，The scientific research institutions owned by the State Council (unit) have transferred to an institution that mainly engaged in scientific research and technology development in enterprises or entering enterprises，and all provinces、Autonomous Region、Municipality directly under the Central Government、Planning Single -Line City has transformed into an institution that has been converted into an enterprise or entered the enterprise.。
2． How to define high -tech enterprises identified by the country?
Answer: According to the "Notice of the State Administration of Taxation of the Ministry of Science and Technology of the State Taxation of the Ministry of Science and Technology of the State Taxation of the Ministry of Finance of the Ministry of Science and Technology" (National Taxation [2016] No. 32) " Printing & LT; Notice of the Management Guidance of High -tech Enterprises & GT; Notice (Guoke Fire [2016] No. 195) recognized high -tech enterprise。
3. How to define the technology companies invested by colleges and universities and research institutes?
Answer: Including two types of situations，First is colleges and universities、Technology companies directly invested by the Institute of Scientific Research Institute; second, colleges and universities、Scientific Research Institute's technology enterprise invested by its wholly -owned asset management company。
4. How to define the national and provincial -level science and technology service agencies?
Answer: The main business of the science and technology service agency is in line with the "Several Opinions of the State Council on Accelerating the Development of the Science and Technology Service Industry" (Guo Fa [2014] No. 49).，Including research, development and its services、Technical transfer service、Inspection and certification service、Entrepreneurship incubation service、Intellectual property service、Technology Consultation Service、Technology and Financial Services、Science and Technology Popularization Service, etc.，and the relevant ministries and commissions of the State Council、Direct institutions or provinces (autonomous region、Municipality directly under the Central Government、Planning single city) Relevant departments determine。
5. Branch、Can subsidiaries implement equity and dividend incentives?
Answer: The branch does not have corporate legal person，Not in line with Article 2 of the Measures，It cannot implement equity and dividend incentives according to the Measures; the subsidiary has an independent legal person qualification，Based on the implementation conditions stipulated in the Measures，Equity and dividend incentives can be implemented。
6. Can the ownership of the whole people implement equity or dividend incentives in accordance with the "Measures"?
Answer: Article 44 of the Measures stipulates，All -public ownership enterprises that have not yet implemented corporate reform can refer to these Measures，Implementation stake sports betting appof project income dividends and job dividend incentives，But the equity incentive policy cannot be implemented。
7. Integrated into the unit of the pilot of the employee of the state -owned holding mixed ownership enterprise，Can equity incentives be carried out?
Answer: State -owned technology -based enterprises that comply with the pilot pilot of employees holding and "Measures" equity incentive policy in the state -owned holding ownership enterprise，It can be implemented by itself，Can't be carried out at the same time。Main consideration，State -owned Holding Mixed -ownership Employee Pilot Policies are essentially allowing employees to buy enterprise equity，The source of the equity incentive of the "Measures" is consistent，All are corporate equity。Therefore，Enterprises can follow their own development requirements and development strategies，Implement different policies，But you cannot carry out employee holding pilots and equity incentives at the same time，Avoid repeated incentives。
8. Can state -owned technology -based enterprises listed in the national small and medium -sized enterprise shares transfer system can implement equity or dividend incentives?
Answer: 2006，Zhongguancun Science and Technology Park Non -listed shares entering the agency transfer system for shares for transfer，That is, listing in the national small and medium -sized enterprise shares transfer system，Commonly known as "New Third Board"。The applicable object of the "Measures" is the state -owned and state -owned controlling technology enterprises with corporate legal persons in China，State -owned enterprises included in the national -owned enterprise listed in the national small and medium -sized enterprise share transfer system。
9． How to implement non -state -owned enterprise incentives?
Answer: For incentive policies for non -state -owned enterprises，belonging to the listed company，According to the "Administrative Measures for the Incentives of Listed Companies" (Order No. 126 of the China Securities Supervision and Administration Commission);，Compared with the "People's Republic of China Promoting the Transformation of Scientific and Technological Achievements" and "Measures" and other relevant regulations to implement incentive policies,or independent decision。
2. Requirements for the incentive object
10． How to understand the conditions of "signing a labor contract" stipulated in Article 7 of the Measures?
Answer: The purpose of the "Measures" is to establish a medium- and long -term incentive allocation mechanism for the establishment of the independent innovation and scientific and technological achievements of state -owned scientific and technological enterprises，Mobilize the enthusiasm and creativity of the technical and managers of the enterprise，Therefore, the request for the incentive object must be an employee who "signed a labor contract" with the company。
11. Important Technician、Business managers are also supervisors of corporate employee representatives，Can equity or dividend incentive?
Answer: The Measures clearly specify，"Enterprise Supervisor、Independent directors shall not participate in corporate equity or dividend incentives "。Considering the independent requirements of specific duties，Important technicians、Management personnel and also served as the supervisor of the company's employee，Can't be included in the scope of the incentive personnel。
12． Can it be implemented multiple times to the same incentive object、Multiple motivation?
Answer: According to Article 31 of the Measures，For the same job scientific and technological achievement or industrialization project for the same incentive object，Enterprises can only adopt one incentive method、Give an incentive。Incentive objects to give equity incentives in accordance with these measures，From the beginning of the implementation of the equity incentive plan，The company must not carry out equity incentives to it within 5 years。
3. Incentive implementation conditions
13. What are the front conditions for equity or dividend incentives?
Answer: According to Article 6 of the Measures，Enterprises should establish a standardized internal financial management system and employee performance assessment and evaluation system，The annual financial accounting report has been audited by the intermediary agency，and the incentive plan has been formulated for nearly 3 years due to finance、Tax and other illegal acts and regulations are administrative、Criminal punishment。Established enterprises that have been established for less than 3 years，Calculated with the actual business period。The requirements for financial indicators in the past 3 years are as follows:
Note: Assuming that the enterprise formulates the incentive plan for 2017，In the past 3 years refers to 2014-2016。The last year of the incentive plan refers to 2016。
14. Established for less than 3 years，Can I implement equity and dividend incentives?
Answer: In order to support and encourage the first -owned state -owned technology -based enterprises to carry out equity and dividend incentives，"Measures" relaxes the time limit for implementing incentives。For companies that have been established for less than 3 years，Stocks can be sold、Incentive methods such as equity options and project income dividends，Related indicators are calculated based on the actual business period;。
15. For the company's enterprise，"Measures" Article 6 of the "Methods" "In the nearly 3 years" indicators from the beginning of converting to an enterprise or starting from the establishment of the hospital?
Answer: According to the "Notice of the General Office of the General Office of the State Council for stake sports betting appDeepening the Implementation of the Reform of the Reform of the Management System of Scientific Research Institutions" (National Office [2000] No. 38) relevant requirements，Transferred from institutions to enterprise technology development scientific research institutions，The "nearly 3 years" indicators involved in the incentives are calculated from the transition to the beginning of the company as the initial time.。If the time to be transferred to an enterprise is less than 3 years，According to the requirements of the Measures，Incentives for.。
16. Both the group and the subsidiary as the independent company meet the incentive conditions，When implementing incentives，Can the financial indicators required to exclude their respective subsidiaries?
Answer: Financial indicators specified in the implementation conditions of the "Measures" Chapter 2，Calculate confirmation of data calculation of the annual financial accounting report that the intermediary agency is audited by the intermediary agency。Corporation or subsidiaries when implementing incentives，The annual financial accounting report of the enterprise refers to the consolidated financial report of our enterprise，Data from their respective subsidiaries。
17. big、、Small、Micro -state technology -based enterprises can all implement equity incentives in accordance with the Measures?
Answer: According to the "Measures" regulations，Equity incentives include equity sale、Equity rewards and equity options，Big、Middle -size state -owned technology -based enterprises can take equity for sale、Incentive method of equity rewards，No incentive method of equity options。Enterprise type division standard，In accordance with the State Administration of Statistics' Notice on Printing and Distributing the Measures of the Division of Large, Small and Small Enterprises (Guo Tong Zi [2011] No. 75) and other relevant regulations。
18. Can eligible state -owned technology -based enterprises in motivation to the employees of the enterprise with the holding subsidiary of the holding subsidiary?
Answer: According to Article 3 of the Measures，Eligible state -owned technology -based enterprises carry out equity incentives，Taking the equity of the company as the target，No shares of the holding subsidiary of the holding subsidiary shall not be used to motivate the employees of the enterprise。
19. Does equity sales need to enter the market?
Answer: According to Article 11 of the Measures，Enterprise implementation of equity sale，The price should be at a price at which it is not lower than the asset evaluation results，Selling the equity of the enterprise to the incentive object in an agreement，Equity sales do not need to enter the market。
20. How to understand the implementation of equity awards "The value -added of net assets formed in the past three years after tax should account for more than 20%of the total net assets in the past three years"?
Answer: According to Article 12 of the Measures，"The value -added of net assets formed by the cumulative profit after tax in the past 3 years，refers to the added value of the net assets of the book net assets at the end of the previous year compared to the net assets of the book in the first three years，excluding net assets formed or subsidized by financial and corporate shareholders in various ways and profits that have allocated to shareholders "，The total net assets in the early three years refer to the total net assets at the beginning of the three years。
Example explanations are as follows: Assuming that the company A's plan to implement shares in 2017，2014-2016 net assets formed after tax profit formed were 600,000 yuan、700,000 yuan、800,000 yuan，The total net assets in early 2014 were 10 million yuan。The value -added of net assets is: 210 (60+70+80) & gt; 200 (1000*20%)，Therefore, the financial index requirements for enterprises A have reached the implementation of equity awards。
21. Can state -owned enterprises that obtain special financial subsidy funds can implement equity and dividend incentives?
Answer: According to Article 12 of the Measures, "the value -added of net assets formed by the accumulated profit after tax in the past 3 years，excluding net assets formed or subsidized by financial and corporate shareholders in various ways and profits that have allocated to shareholders "。That is, the funding for state -owned enterprises obtained the special subsidy funds of the financial enterprise does not affect the implementation of the equity and dividend incentive，But when the specific calculation of the "value -added value formed by the cumulative after -tax profit in the past 3 years" is related to the relevant financial indicators，To deduct the financial special subsidy funds obtained by the enterprise，The indicator used calculated must be profitable through its own business development。
22. What are the hardship requirements of equity options?
Answer: The interval between the equity option authorization date and the first feasibility date of the equity option (that is, the equity restriction period) shall not be less than one year，The validity period of equity rights shall not exceed 5 years。The process is as follows:
23. What kind of preferential tax policies are involved in the implementation of equity incentives?
Answer: According to the Ministry of Finance、The "Notice on Improving equity incentives and technology -sharing related income tax policies" jointly issued by the State Administration of Taxation (Cai Tax [2016] No. 101)，From September 1, 2016，Eligible non -listed companies stock (rights) options、Restricted stocks and equity awards implement deferred taxation policy。Employees will not pay taxes when they get equity incentives，Defended to equity transfer，The cost of deducting the equity acquisition of equity by equity transfer income and the difference after the reasonable tax and fees and the 20%tax rate are paid at one time;、Restricted stocks and equity award tax collection policies remain unchanged，The tax payment period My stake betting appis relaxed from 6 months to 12 months。
24. How to understand Article 19 "Participate in corporate profit distribution with an equity corresponding to the actual capital contribution"?
Answer: The incentive target shall participate in corporate profit distribution with the actual capital capital，Can't participate in the profit allocation of corporate profits in accordance with the equity option obtained，That is, the part -time payment of the non -contributed part cannot participate in the corporate profit distribution。
Example explanation as follows: Assuming the incentive object A obtains 1%of the equity option incentive，Pay the contribution in installments; the total profit distribution of this period is 1 million yuan;，A pays 20%of the total amount of capital。Then A shall participate in the corporate profit distribution at 20%of the incentive equity you deserve，Get 1 million yuan*1%*20%= 2000 yuan。
25. How to understand Article 21 "The incentive object can hold an incentive equity in a direct or indirect way"?
Answer: The incentive object can adopt a direct holding of incentive equity; it can also be held by a limited liability company or a partnership.，Using indirect shares to hold incentive equity。What needs to be noted is，Indirect shareholding units shall not have a competitive relationship with the enterprise or a related transaction。As shown in the figure below:
26. How to understand the "agreed" clause of the dividend of the project income?
Answer: The dividend incentive of the "Measures" project income is consistent with the relevant provisions of the "People's Republic of China Promoting the Transformation of Scientific and Technological Achievements"。State -owned technology -based enterprises have regulations or have an agreement with important technical personnel，According to regulations or agreed methods、amount and time limit execution。No agreed，Perform Article 23 of the Measures。
27. When implementing job dividend incentives，How to accurately grasp Article 26 of the Measures、The requirements of "post" in Article 27?
Answer: The dividend of the job is based on corporate business income，Determine the dividend standard，Award for post。After adjustment of key technical personnel and managers of enterprises，From the year of departure，No longer enjoys the right to dividend the original position，The dividend of the job in the previous year will not be refunded。
28. How to understand the financial indicators in the implementation of job dividends?
Answer: According to Article 27 of the Measures，Enterprise implementation job dividends，Except for the provisions of Article 6 of these Measures，The value -added value formed by the accumulated profit after tax in the past 3 years should account for more than 10%of the total net assets of the company in the past three years，Implementing incentives The unpreceding profit at the beginning of the year is a positive number。
Example explanation as follows: On the basis of meeting the pre -conditions of the Measures，Assuming A company's implementation job dividends in 2017，2014-2016 The value-added of net assets formed by the profit formed by the profit formed by the profit of taxes is 1 million yuan, respectively、1.2 million yuan、1.4 million yuan，and the total net assets in early 2014 were 10 million yuan，Unproof profit in early 2017 is 1.6 million yuan。Because 36%[(100+120+140)/1000] & gt; 10%,and 160 & gt; 0，Therefore, the financial index requirements of enterprises A meet the dividends of the job dividend。
29. How to understand "The income of the job dividend obtained by the incentive object is not higher than the 2/3 of the total salary"，How to calculate the salary base?
Answer: According to Article 27 of the Measures，The dividend income obtained by the incentive object is not higher than 2/3 of its total salary。The total salary here does not include the annual job dividend income obtained by the incentive object。
Examples are as follows: Assuming the total annual salary of the incentive object is 600,000 yuan，The annual dividend of the year's post is up to 600,000 yuan*2/3 = 400,000 yuan。
30. In the process of implementing the dividend incentive of the post，It does not meet the annual assessment requirements for a certain year，Can I suspend the dividend incentive that year，After the assessment requirements are met in the next year?
Answer: According to Article 28 of the Measures，Corporate performance does not meet the annual assessment requirements，The implementation of the incentive scheme should be terminated，The dividend incentive scheme of the post is terminated at the same time，Dividends that have been distributed in the previous year do not need to be returned。Even if the company meets the assessment requirements next year，It is not allowed to restart the original position dividend incentive，should re -apply for a new job dividend incentive plan。
Enterprise performance meets the annual assessment requirements、Some incentive objects have not met the requirements of the annual assessment，Then the dividend incentive scheme of the corporate position is still valid，The overall incentive scheme can still be implemented，Incentive objects that meet the annual assessment requirements can obtain job dividends in accordance with regulations，Individuals who have not met the requirements of the annual assessment，The deduction should be deducted in accordance with the agreed clause、Hollow or stop its dividend incentive。
31. Enterprises implement equity and dividend incentives，How to make accounting?
Answer: Enterprises implement equity and dividend incentive，It should be in accordance with the provisions of the "General Principles of Enterprise Finance" (Order No. 41 of the Ministry of Finance) and the national unified accounting system，Standardize financial management and accounting accounting。stake online sports bettingsuch as，Enterprise Implementation project income dividends，Financial management shall be implemented in accordance with the specific project、Independent accounting，Reflecting the dividend of specific project returns。Another example，The expenditure required for dividend incentives to implement dividends is included in the total salary，but not limited by the total salary of the unit in that year、Not included in the total salary base of the unit，Nothing as an enterprise employee education fund、Trade Union Malaysia、Social insurance premiums、Supplementary old -age care and supplementary medical insurance premiums、The basis of the housing provident fund, etc.。
Four, incentive plan management
32. What are the specific processes of an enterprise incentive?
Answer: The process of implementing equity or dividend incentives in accordance with qualified state -owned technology -based enterprises is as follows:
Enterprise internal decision -making agency (that is, the general manager team or the board of directors) is responsible for formulating the equity and dividend incentive plan for the formulation of corporate equity and dividend，and fully listen to the opinions and suggestions of employees through the employee congress or other forms。
The audit unit refers to a department that fulfills the duties of investors or the responsibilities of state -owned assets supervision、Institution、Enterprise。That is, the relevant materials of the Central Enterprise Group Corporation to perform the approval of the department or institution that fulfill the duties of the investor;，Related materials are reported to the Central Enterprise Group Corporation for approval; state -owned capital investment that fulfills the duties of investors、An operating company's subsidiary enterprise，Related materials report to state -owned capital investment、Approval of the operating company; enterprises affiliated to the central department and public institutions，According to state -owned asset management ownership，Related materials to be approved by the competent authority or institution of the Central Committee; related materials for local state -owned enterprises，According to the current state -owned asset management system，Approval of departments or institutions that report to the responsibilities of state -owned assets supervision at the same level。
33. What are the main responsibilities of the review unit?
Answer: Article 35 of the Measures、Article 37、Article 38、Article 41、Article 42 All stipulates the responsibilities of the audit unit。Mainly as shown in the figure below:
34. Special situation，When you need to adjust or terminate the implementation incentive plan，How should an enterprise operate?
Answer: According to Article 41 of the Measures，Due to a special situation, you need to adjust the incentive scheme，Enterprises should re -perform procedures for internal review and external review。The incentives need to be terminated，Enterprise internal decision -making institutions shall report to the audit unit and explain the situation to the shareholders (big)。
35. How can the "Measures" effectively connect with the previous incentive files?
Answer: "Measures" will be implemented from March 1, 2016。Enterprise in accordance with the "Notice of the Ministry of Finance's Science and Technology of the Ministry of Finance's Printing & LT; Zhongguancun State Independent Innovation Demonstration Zone Enterprise Equity and Dividend Incentives & GT;、"The Ministry of Finance's Ministry of Science and Technology of the Ministry of Science and Technology of the Ministry of Finance and the Implementation Measures for the Implementation of Equity and Dividend Incentives in the Innovation Demonstration Zone of Zhongguancun State" (Supplementary Notice of Cai Enterprise [2011] No. 1)，can continue to be executed。After the implementation period expires，Uniformly execute according to the Measures。
