Study On The Legal Prblems Of Stock Source In The Stock Option System In China

As an important content in the design of stock option system,the source of stock plays a decisive role in whether the listed company can smoothly implement the stock option plan.Only by ensuring an effective source of stock can a certain amount of stocks be provided for the company to arrange incentive plans.The stock option system is more developed in western countries,so there are four ways of stock source:new share issuance,reserve stock,share repurchase and shareholder transfer.As far as our country is concerned,according to the regulations of the "Measures for the Management of Stock Incentives for Listed Companies" issued by the Chinese Securities Regulatory Commission in 2016,the only statutory sources of stocks are the two methods of issuing new share and repurchasing stock.The new share issuance is in a dominant position and the efficiency of share repurchase is low.Through in-depth analysis of the status of legislation and practice,we can conclude that there are mainly three aspects of the current source of stocks.Firstly,the source of stock is too monolithic.It can not meet the different needs of listed companies to implement stock option plans,and what's worse,it can easily lead to a deadlock in the stock option plans;secondly,the lack of stock source coordination measures causes the imbalance of the utilization of different stock sources in the practice,and can not effectively provide a certain amount of stock for the implementation of the stock option plan for the listed companies;thirdly,the source of stock is not sound,specifically in the transfer of shareholders has not yet been included in the statutory source of stocks,the reserved shares are subject to Chinese legal capital system and without the legal environment,the share repurchase cannot be made an effective source of stock due to a number of legislative restrictions.As the birthplace of the stock option system,the United States has relatively mature experience in all aspects of institutional development,and the source of stock is no exception.Firstly,it has a sound legal system that can provide relatively comprehensive and systematic legal support for stock source;secondly,it has a loose capital system,and the authorized capital system allows the company to maintain a certain elasticity between the registered capital and the paid-in capital.As a result,that can provide operation space for the use of reserve share and treasury stock;thirdly,its source of stock is the most abundant.The multi-channel source of stocks not only meets the different needs of listed companies for the implementation of stock option plans,but also ensures that the incentive targets can obtain stock,safeguard its legitimate rights and interests.By learning from American institutional experience and combining Chinese national conditions,I think that to solve the problem of stock source in the Chinese stock option system,we should expand the layout of multi-channel stock sources as a whole,and construct corresponding measures for stock source coordination.Different Suggestions are proposed for specific stock sources.Firstly,the method of shareholder transfer is incorporated into the statutory approach to the source of stock in China;secondly,the system of legal authoritative capital is replaced by an authorized capital system,and the capital system environment is recommended for reserve stock;thirdly,the treasury stock should be improved from the storage quantity,storage period and repurchase funds,so that the stock can become an effective stock source.Based on the above suggestions,I hope to provide ideas for resolving the source of stock in Chinese stock option system.