A company holding its own shares must meet the following conditions:
1, reducing the registered capital of the company;
2. Merge with other companies holding shares of the Company;
3. Use shares for employee stock ownership plan or equity incentive;
4. Shareholders oppose the resolution of the shareholders' meeting on the merger and division of the company and demand the company to purchase its shares;
5. Converting shares into convertible corporate bonds issued by listed companies;
6. Listed companies must safeguard their own values and shareholders' rights and interests.
According to the provisions of relevant laws and regulations, the Company shall not purchase shares of the Company, except that the shareholders request the Company to purchase its shares because they disagree with the resolution of merger or division made by the shareholders' meeting.
Second, restrictions on share transfer of joint-stock companies.
The law also has some restrictions on the equity transfer of joint-stock companies, mainly in the following situations:
1, restrictions on the place of share transfer. According to the law, shareholders should transfer their shares in legally established securities exchange places or in other ways stipulated by the State Council.
2. The transfer rules of registered shares and bearer shares are different. For the transfer of registered shares, shareholders shall transfer them by endorsement or by other means prescribed by laws and administrative regulations; After the transfer, the company shall record the name and domicile of the transferee in the register of shareholders. The transfer of bearer shares shall take legal effect after the shareholders deliver it to the transferee.
3. Special restrictions on the transfer of shares by promoters, directors, supervisors and senior managers. Directors, supervisors and senior managers of the company shall report to the company the shares they hold and their changes and trends, and the shares transferred each year during their term of office shall not exceed 25% of the total shares they hold; The shares held by the company shall not be transferred within one year from the date of listing and trading of the company's shares. The above-mentioned personnel shall not transfer their shares in the company within six months after leaving the company. The articles of association may make other restrictive provisions on the transfer of shares held by directors, supervisors and senior managers of the company.
Legal basis:
According to Article 142 of the Company Law of People's Republic of China (PRC), a company may not purchase its shares. However, except for one of the following circumstances:
(1) Reduce the registered capital of the company.
(2) Merging with other companies holding shares of the Company;
(3) Using shares for employee stock ownership plan or equity incentive;
(4) Shareholders request the company to purchase their shares because they disagree with the resolution of merger or division made by the shareholders' meeting;
(5) Using shares for the conversion of corporate bonds convertible into shares by listed companies.
(6) The need for listed companies to safeguard their own values and shareholders' rights and interests.
The company's acquisition of shares of the company under the circumstances specified in Items (1) and (2) of the preceding paragraph shall be decided by the shareholders' meeting; Where a company purchases its shares under the circumstances specified in Items (3), (5) and (6) of the preceding paragraph, it may make a resolution at a board meeting attended by more than two thirds of the directors in accordance with the provisions of the articles of association or the authorization of the shareholders' meeting.
After the company purchases its shares in accordance with the provisions of the first paragraph of this article, it shall be cancelled within 10 days from the date of acquisition if it falls under the circumstances of item (1); In case of items (2) and (4), it shall be transferred or cancelled within six months; In case of items (3), (5) and (6), the total number of shares held by the company shall not exceed 10% of the total number of shares issued by the company, and it shall be transferred or cancelled within three years.
When a listed company purchases its own shares, it shall fulfill the obligation of information disclosure in accordance with the provisions of the Securities Law of People's Republic of China (PRC). A listed company shall purchase its shares under the circumstances specified in items (3), (5) and (6) of the first paragraph of this article through public centralized trading. A company may not accept its own shares as the object of pledge.