First, the stock characteristics
1. The share capital of a joint stock limited company is divided into shares, and the amount of each share is equal, that is, the shares reflect a certain value and can be measured in currency;
2. Equality of shares, that is, each share in the same category enjoys the same rights;
3. The indivisibility of shares, that is, shares are the most basic constituent units of the company's capital, and each share is inseparable;
4. Transferability of shares means that the shares held by shareholders can be transferred according to law. Article 142 of the Company Law stipulates that the directors, supervisors and senior managers of the company shall report to the company the shares they hold and their changes, 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 1 year from the date of listing and trading of the company's shares. Directors, supervisors and senior managers of the company shall not transfer their shares within six months after their resignation. In addition, the Company Law allows the Articles of Association to make other restrictive provisions on the transfer of shares held by directors, supervisors and senior managers of the company. Share distribution means that the promoters distribute shares and/or other subscribers subscribe for shares, and distribute shares to subscribers according to a certain distribution method. If the total subscription amount exceeds the total issuance amount, the distribution method shall be determined according to certain principles. Share payment and share distribution are two aspects of the same activity. After the distribution of shares, the names of shareholders shall be recorded in the register of shareholders.
Two. Share recovery
1. Share recovery is divided into free recovery and paid recovery. Free withdrawal refers to the free withdrawal of shares by a joint stock limited company. For example, shareholders voluntarily return the allocated shares free of charge. Paid recovery, also known as "shareholding" and "repurchase", means that a joint stock limited company repurchases shares from shareholders at a certain price. The reduction of the company's capital may affect the market price of the company's stock. Therefore, Article 143 of the Company Law stipulates that a company may not purchase its shares. Except in the following cases:
(1) Reduce the registered capital of the company;
(2) Merging with other companies holding shares of the Company;
(3) Rewarding shares to employees of the Company;
(4) If the shareholders have any objection to the resolution of the shareholders' meeting on the merger or division of the company, they require the company to purchase its shares. The Company's acquisition of shares of the Company, merger with other companies holding shares of the Company and granting shares to employees of the Company due to the reduction of registered capital shall be subject to the resolution of the shareholders' meeting.
2. If the registered capital of the company decreases after the acquisition of the company's shares, it shall be cancelled within 10 days from the date of acquisition; If it is merged with other companies holding shares of the Company or the shareholders' meeting has objections to the resolution of merger or division of the Company and requires the Company to purchase its shares, it shall be transferred or cancelled within 6 months. The company's shares obtained by granting shares to its employees shall not exceed 5% of the total issued shares of the company; The source of acquisition funds is paid from the company's after-tax profits; Shares purchased by the company shall be transferred to employees within one year.