1. The company issues shares directionally. According to 1992 "standard opinions on joint stock limited companies", China has approved the establishment of nearly 10,000 directional fundraising companies. Except for a few directional raising companies that have changed their capital into listed companies, there are still a considerable number of directional raising companies. Warrants issued by directional issuing companies to social legal persons still have the basic attributes of stocks, but their liquidity is limited by laws and regulations, but transfer by agreement is still a common trading method in practice. In the history of our country, two kinds of securities trading systems-STAQ and NET-mainly deal with corporate shares issued by directional issuing companies. Two trading systems have been closed, and legal person shares are usually transferred by agreement.
2. Sponsor shares of the company. From 1992 "normative opinions on joint stock limited companies" to the implementation of 1994 "company law", China laws all recognize that joint stock limited companies can be established by promoters. Such companies are not allowed to raise shares from the public, but only the promoters can subscribe for shares. A joint-stock company established by way of offering also has the shares of promoters. According to the Company Law, the shares of the promoters of the company shall not be transferred within 3 years after the establishment of the company; At the expiration of three years, the promoters' shares can be transferred by agreement.
3. Non-tradable shares of listed companies. The share capital of listed companies in China usually includes promoter shares, state shares, legal person shares and social public shares, and some employee shares have yet to be listed. Among them, except that public shares belong to tradable shares and should be listed and traded, the remaining shares belong to restricted shares or non-tradable shares and can be transferred according to law. According to the current laws and regulations, the transfer of promoters' shares shall comply with the restrictive provisions that the company shall not be transferred within three years after its establishment. Other state shares, legal person shares and employee shares can only be transferred by agreement and cannot be listed and circulated. When transferring promoters' shares, state shares, legal person shares and employee shares according to law, an application for transfer registration must be submitted to the stock exchange, and the securities registration and clearing company shall go through the corresponding procedures, otherwise the share transfer will not take effect. It can be seen that the transfer of non-tradable shares such as sponsors' shares of listed companies is also carried out in the form of over-the-counter transactions, which cannot be circulated according to the centralized bidding rules of stock exchanges.
4. Unlisted corporate bonds. The Company Law establishes the independent legal status of corporate bonds. As far as the issued corporate bonds are concerned, there are still a few corporate bonds listed and traded on the stock exchange, and most corporate bonds can only be transferred by agreement. This transfer is essentially an over-the-counter transaction.
5. Stocks or corporate bonds issued by listed companies or non-listed companies can be pledged according to law. Although the pledge of securities does not form the actual circulation of securities, it makes it possible for the company's stocks or bonds to be transferred, which also depends on the existence of OTC and OTC markets.
6. bearer securities. According to the company law, there are two kinds of company stocks and bonds: registered securities and bearer securities. Registered securities shall be transferred by endorsement of the securities holder; Bearer securities are transferred due to the delivery of securities. In practice, most of the company's stocks belong to registered securities, while most of the company's bonds belong to bearer securities. Theoretically, endorsement transfer and delivery transfer of unlisted securities also belong to over-the-counter transactions.
The OTC market does have some realistic features. It is different from the stock exchange, and there is not even a relatively centralized market form like STAQ and NET. Some scholars even explicitly deny that securities companies can handle OTC transactions. In this case, the forms of OTC market in China are very chaotic, sometimes with the securities registration and settlement company as the trading place, and sometimes with the business place of the stock issuer as the trading place. Securities companies go public to buy unlisted securities, and even can't deny that the business premises of securities companies have the nature of over-the-counter market. No matter how the forms of OTC and OTC venues change, it is an indisputable fact that there are OTC and OTC venues in China.