Reducing agency costs and promoting shareholder wealth is one of the main purposes of equity incentive，but it may also be ineffective because of management opportunism. Therefore，it is of significance to investigate the real earnings management of equity incentive samples in the base period and the shareholder wealth effect before and after the announcement date of equity incentive draft. The study finds that there is a negative real earnings management in the incentive sample in the base period， and the announcement of the equity incentive drafts significantly increases the shareholder wealth of the samples.The increase of shareholders’ wealth is positively correlated with the performance of the company and the assessment conditions of exercising rights. However，after eliminating the influence of earnings management， the performance of the company is not related to the growth of shareholder wealth. The research shows that the announcement of equity incentive draft increases the shareholder wealth，but the earnings management also exists in the base period of equity incentive，which weakens the positive correlation between company performance and shareholder wealth growth.