企业会计准则第11号—股份支付

This standard has been issued in Chinese. The following is an English translation prepared for reference only. If there is any conflict between the Chinese and English version, the Chinese version shall prevail.

Accounting Standard for Business Enterprises No. 11

– Share-based Payments

CHAPTER 1 GENERAL

Article 1This Standard is formulated in accordance with the “Accounting Standard for Business Enterprises – Basic Standard” for the purpose of prescribing the recognition and measurement of share-based payments and the disclosure of related information.

Article 2 A share-based payment is a transaction in which the enterprise grants equity instruments, or incurs liabilities for amounts that are determined based on the price of equity instruments, in return for services rendered by employees or other parties.

A share-based payment is classified as either an equity-settled share-based payment or a cash-settled share-based payment.

An equity-settled share-based payment is a transaction in which the enterprise receives services and uses shares or other equity instruments as consideration for settlement.

A cash-settled share-based payment is a transaction in which the enterprise receives services by incurring a liability to deliver cash or other assets for amounts that are determined based on [the price of] the enterprise’s shares or other equity instruments. In this Standard, “equity instruments” refer to the equity instruments of the enterprise itself.

Article 3The following items are dealt with under other appropriate Specific Accounting Standards for Business Enterprises:

(1) transactions in which the enterprise issues equity instruments to acquire the net

assets of another enterprise in a business combination, which are dealt with

under “Accounting Standard for Business Enterprises No. 20 – Business

Combinations”.

(2) such transactions as the acquisitions of other financial instruments by the

enterprise using equity instruments as consideration, which are dealt with under “Accounting Standard for Business Enterprises No. 22 – Recognition and

Measurement of Financial Instruments”.

CHAPTER 2 EQUITY-SETTLED SHARE-BASED PA YMENT

Article 4An equity-settled share-based payment in exchange for services received from the employees shall be measured at the fair value of the equity instruments granted to the employees.

Fair value of equity instruments shall be determined in accordance with “Accounting Standard for Business Enterprises No. 22 – Recognition and Measurement of Financial Instruments”.

Article 5If the equity instruments granted under an equity-settled share-based payment for services received from employees vest immediately, the enterprise shall, on grant date, recognise related costs or expenses at an amount equal to the fair value of the equity instruments, with a corresponding increase in capital reserve.

Grant date is the date on which the share-based payment agreement is approved.

Article 6If the equity instruments granted under an equity-settled share-based payment for services received from employees do not vest until the completion of services for a vesting period, or until the achievement of a specified performance condition, the enterprise shall, at each balance sheet date during the vesting period, recognise the services received for the current period as related costs or expenses, with a corresponding increase in capital reserve, at an amount equal to the fair value of the equity instruments at the grant date, based on the best estimate of the number of equity instruments expected to vest.

On the balance sheet date, the estimate shall be revised if subsequent information indicates that the number of equity instruments expected to vest differs from its previous estimate. On vesting date, the enterprise shall revise the estimate to be equal to the number of equity instruments that ultimately vest.

Vesting period is the period during which vesting conditions are to be satisfied.

If the vesting condition of a share-based payment is a specified period of services, vesting period is from the grant date to the vesting date. If the vesting condition of a share-based payment is the achievement of a specified performance condition, the length of the vesting period shall be estimated, on the grant date, based on the most likely outcome of the performance condition.

Vesting date is the date that vesting conditions are satisfied, and the employees or other parties have the rights to receive equity instruments or cash from the enterprise.

Article 7After vesting date, the enterprise shall make no subsequent adjustment to related costs or expenses recognised and total owners’ equity.

Article 8An equity-settled share-based payment in exchange for services from other parties shall be accounted for as follows:

(1) if the fair value of services received from other parties can be measured reliably,

that fair value on the date on which services are received from other parties shall be recognised as related costs or expenses, with a corresponding increase in owners’ equity.

(2) if the fair value of services received from other parties cannot be measured

reliably but the fair value of the equity instruments can be measured reliably, the fair value of the equity instruments on the date on which services are received shall be recognised as related costs or expenses, with a corresponding increase

in owners’ equity.

Article 9On the exercise date, the enterprise shall determine the amount to be transferred to paid-in capital or share capital based on the number of equity instruments granted as a result of the rights being actually exercised, and transfer the amount to paid-in capital or share capital.

Exercise date is the date on which employees or other parties exercise the rights to CHAPTER 3 CASH-SETTLED SHARE-BASED PAYMENT

Article 10 A cash-settled share-based payment shall be measured at the fair value of the liability incurred, being a liability which is determined based on the price of the enterprise’s shares or other equity instruments.

Article 11If the rights under a cash-settled share-based payment vest immediately, the enterprise shall, on grant date, recognise related costs or expenses at an amount equal to the fair value of the liability incurred, with a corresponding increase in liability.

Article 12 If the rights under a cash-settled share-based payment do not vest until the completion of services for a vesting period, or until the achievement of a specified performance condition, the enterprise shall, at each balance sheet date during the vesting period, recognise the services received for the current period as related costs or expenses, with a corresponding increase in liability, at an amount equal to the fair value of the liability based on the best estimate of the outcome of vesting.

On the balance sheet date, the amount of the liability shall be revised if subsequent information indicates that the current fair value of the liability differs from its previous estimate. On vesting date, the enterprise shall revise the amount of the liability to the actual liability (based on the rights that ultimately vest).

Article 13Until the liability is settled, the enterprise shall remeasure the fair value of the liability at each balance sheet date and at the date of settlement, with changes recognised in profit or loss for the period.

CHAPTER 4 DISCLOSURE

Article 14An enterprise shall disclose the following information related to

share-based payments in the notes:

(1) total amount of each type of equity instruments granted, exercised and lapsed

during the period.

(2) the range of exercise prices and remaining contractual life of share options or

other equity instruments outstanding at the end of the period.

(3) the weighted average share price at the date of exercise for share options or

other equity instruments exercised during the period.

(4) the method of determining the fair value of equity instruments.

For share-based payments of similar nature, the enterprise may aggregate the information for disclosure.

Article 15An enterprise shall disclose in the notes the effect of share-based payment transactions on the enterprise’s financial position and operating results for the period, including at least the following information:

(1) total expense recognised for the period arising from equity-settled share-based

payments.

(2) total expense recognised for the period arising from cash-settled share-based

payments.

(3) total amount of services received from employees and total amount of services

received from other parties for the period in exchange for share-based

payments.