| Deepening of Market Economy, many state enterprises, which had been fit in with planned economy feel quite helpless when they face the intensive market competition. So someone advocates that make enterprise join the competition, reinforce the competition capacity and get developing during competition, someone suggests that reinforce the enterprises' competition capacity through clarifying property-structure, and so on. But whatever method would be adopted, the enterpriser or management would pass the effect of competition or property as a middle-variable. So the problem of how-to stimulate and restrict enterpriser or management, make them adopt ''right measure" to stand up for the benefit of owner is more important than ever.As some as many state enterprises, Yinhe Instrument co. ltd. reorganized in order to survive in intensive competition. During reorganizing from an old state enterprise to a Stock Cooperate Company, due to some objective reasons, there are still some questions, for example stock equity is egalitarian, management is ineffective, etc. For those questions, author advocates adopting Stock Futures and Options, and the group of management could obtain enough shares to control the enterprise by the project of stock futures and options. At the same time, a part of enterprisers' income would be linked with enterprise's performance. Then an effective incentive system would be established, it could motivate the "right behavior" of enterprisers, and strengthen the enterprise's competition capacity.This article applies four theories: theory of enterpriser, theory of property, theory of agent and theory of incentive. We also took an extensive investigation. On the base of the investigation, combining those theories, wepresented a project of stock futures and options, and the enterprise's board had accepted the project. The author believes that the topic discussed in this article is valuable to refer for many state enterprises to build some incentive system.
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