ACCA F4知识要点 第13章

第13章 Share capital 股本

1. Types of capital

Name

Issued/allotted 已发行/分配

Definition

The nominal value of shares currently in issue 发行股票的票面

价值

The amount of money requested by the company in payment

Called up 认缴

for shares issued 公司要求认购后支付的数额

The amount of money received by the company for shares

Paid up 实缴

issued 实际支付的数额

Reserve 储备账户 Capital only to be called up upon liquidation 公司清算时可以

给债权人以保证的储备的资本

注意：认缴额无法实缴，公司停业清算时无法承担认缴额，属于虚假注册，需要罚金和坐牢。

 认缴可以不马上实缴，可以部分支付，也可以全部支付。Where a share is issued partly paid

the company may call up the remaining unpaid amounts at any time.公司可以在任何时候要

求股东支付未实缴部分。Alternatively the liquidator may demand this upon winding up a

company.或者公司清算时，也可以让股东支付未实缴部分。

 Capital not yet called is ‘uncalled capital’. 已认缴VS未缴股本

 Called capital which is not yet paid is termed ‘partly paid’ 实缴资本VS部分实缴

 the company therefore has an outstanding claim against its shareholders and this debt is

transferred to the new shareholder if the share is transferred.如果原股东有未实缴股份，

当他转让股份时，新股东需对未缴付的认缴额承担责任。

 When a plc issues shares partly paid the following payment rules apply:

a) at least 25% of the nominal value must be received 股票票面价值，至少需缴付25%

b) 100% of any share premium must be received 股票溢价部分，需100%缴付

2. Illustrate the difference between the various classes of shares and the procedure for altering

class rights区分不同类别股票和改变类权利的步骤

2.1.1The strict definition of a share consists of three elements, encompassing:股份有3个元素

a) Interest in the company –the member is entitled to a share of the profits generated by the

assets owned by the company 分享公司的利益

b) Limited liability –the liability of the member is limited to the amount they have agreed to pay

for their shares 以其出资额为限，承担有限责任

c) Mutual covenants –as defined in the previous chapter on the AoA, members are bound

together 相互的契约，由AoA定义，股东互相约束

案例：Rayfield v Hands

2.1.2 A company can issue shares of differing types, each having differing values and rights

attaching to them. There are four categories you should be aware of:

a) Ordinary shares 普通股

b) Preference shares 优先股（中国没有优先股）

Feature Ordinary Preference

Dividends

Variable 分红浮动 Fixed –usually cumulative固定，通常

累计

Voting rights

Yes 有投票权 Restricted 严格限制，除非跟自身利

益有关

General

May attend and vote 参与并投票 Restricted 严格限制，除非跟自身利

meetings

益有关

Liquidation Rank last Entitled to capital and share of Rank above ordinary shares Entitled to

破产清算时 surplus 清偿排在最后，只能拿到剩余repayment of capital only 清偿排在

的，<当初的投资 一般股之前

c) Redeemable shares 可赎回的股份，公司可以回购–being shares that the company may

repurchase. A company must have some irredeemable shares in issue at all time。UK规定公司必

须发行一些不可赎回的股票，以确保公司的公共性。

d) Deferred shares 延取股（非常稀有）–a rare form of capital that postpones the rights of a holder

to receive a dividend until the ordinary shareholders have received a fixed return 延迟取得红利

的权利，甚至比普通股都晚。举例：10送1股，10股拿到红利后，1股才会拿到红利。

2.2 Treasury shares 库存股

The treasury shares are shares that a listed company buys in itself and does not cancel. They are

then held as an investment with the following limitations: 股份有限公司购买自己公司的股份，

但不取消。举例：股份有限公司流通3W，现回购1W，这1W不取消则变成库存股份。

a) No dividend or pre‐emption rights received. 没有分红和股票增发（如right issue）时的现金

优先购买权

b) No participation in a distribution of company assets upon liquidation. 不能参与资产分配

c) No voting rights exercisable. 没有投票权。

它的作用只是为了稳定市场对股票的信心，维持原来的股本数。在UK和中国都很少。

2.3 The procedure for altering class rights 改变类权利的步骤

2.3.1 It is not uncommon for a company to have different types of shares in issue per Section1.

Indeed a company may even have many different classes of the same types of shares suchas

Ordinary A, Ordinary B, Ordinary C shares etc. Each of these may well have different rights

attaching to them, such as the power to vote, or preference over dividends, and these are known

collectively as class rights. 公司有不同类别的股票是比较常见的。譬如中石油在中国是普通A

股，香港普通B股，美国普通C股。同一种类别的股票，3种不同的权利，包括投票权，分

红优先权，称为类权利。

2.3.2 It is possible for a company to alter the rights attaching to classes of shares as defined by the

CA 2006: 根据CA 2006，公司是可以改变类权利，遵从如下：考点

a) The articles must allow for variation 公司章程允许此类改变。

b) Agreement of 75% of that class of shareholder is usually required 那类股东中的75%同意

2.3.3 Such variations maybe challenged by minority interests. Objections must be lodged with the

courts within 21days of the vote, by at least 15% of the class of members that voted against the

alteration. The courts may confirm or cancel the alterations they see fit. 必须在上述投票表决后

的21天内向法院提出异议，而且那类股东中的15%成员不想改变。法院来决定哪种合适。

2.3.3 Alteration of class rights is a contentious area and it is often the role of courts to distinguish

between: 改变类权利通常是有争议的，法律的作用是要区别以下两点：

a) Variation of class rights改变类权利（诸如：取消投票权，降低分红10%到8%）–such as

removing/reducing the rights of a class of shares to vote or receive dividends

b) Varying the enjoyment of class rights 享有的类权利的改变（诸如：拆分投票权，50P有一

票投票权，现在10P有一票投票权=50P有5票投票权）–this is not a variation in itself, for example

sub‐dividing 50p shares with one vote each, into five10p shares, with one vote each, does not

constitute the variation of the rights of other classes of shares in the same company.

3. Explain allotment of shares, and distinguish between rights issue and bonus issue of shares

3.1 Private company with a single class of shares

In these companies directors need not seek authority to allot new shares unless directed by their

AoA. 私人公司：董事不需要授权，来增发股票。除非AoA直接限制了董事的这个权利。

3.2 Public companies and private companies with multiple classes of shares 公众公司：股东构成

是综合的，有各种类别的股东

In order to allot new shares the directors require authority, which is derived from passing an

ordinary resolution. Once passed the ordinary resolution is effective for up to five years. 董事必

须要通过普通决议（>50%）得到授权，一旦普通决议通过，增发有效期5年。

3.3 Allotments are subject to the following rules: 增发的规则

a) where shares are issued wholly for cash pre‐emption rights are granted: 如果需要现金，当前股

东有现金优先购买权，一般认购价<当前市场价。譬如：每10股认购2股，认购价XX

b) any company may exclude pre‐emption rights by special resolution and with court approval 如

果免除现有股东的现金优先购买权，得通过公司的特别决议，并得到法院批准（举例：定向

增发，仅对公司内个别股东）

c) directors must issue shares for a ‘proper purpose’ 有合适的目的（参见第16章）

3.4 可以作为投资的

Private companies Public companies

Money

√ √

Goods

√ √

Services X

√（中国不可以）

注意：对PCL，Goods must be independently valued six months before allotment, and received

within five years of allotment.

3.5 Distinguish between rights issue and bonus issue of shares 增发和配股的区别

Rights issues 增发

A rights issue is the procedure through which a company raises new capital by offering new shares

to its existing members. As the shares are offered to the existing shareholders in proportion to

their existing holding, it can be seen as respecting and giving effect to the shareholders’

pre‐emption rights, even in situations where those rights have been suspended, as indicated

previously. As the purpose is to raise new capital for the company, either because it is in difficulty,

or needs the additional capital to expand its business, the shareholders who are offered the new

shares are required to pay for them. However, as an inducement to engage in the deal, it is usual

for the new shares to be offered at a discount to the current market value of the existing shares.

对现有股东按持股比例来发行，以现金优先购买。即便是暂停，股东优先权仍然有。目的是

为了提升公司资本，，可能是为了应付公司的资金困难，或者为了一个好的项目。股东可以买，

也可以放弃。一般认购价低于当前股票市场价。

Once again there is no compulsion不能被强迫to participate in the rights issue and often the

rights to participate in the allotment of new shares are usually tradeable 可交易的 securities in

themselves. Consequently shareholders who do not want to buy the new shares themselves may

sell the rights to a third party. 如果现有股东自己不想买，可以把这个权利卖给第三方。（在中

国是不可以的）

A bonus issue 发行红股

•A bonus issue of shares, sometimes referred to as a scrip issue 以股代息or more accurately a

capitalisation issue 资本化的问题 is similar to a rights issue in that existing members receive

new shares in proportion to their existing holdings, but it differs in one essential point: the

individuals who receive the new shares usually do not have to pay anything for them; they are

received free 不发分红，以股来代替，也是按当前持股比例来，股东不用付费。

In effect what the issue of bonus shares amounts to is a capitalisation of the company’s reserves,

some of which could have been distributed to the members in some other way such as dividends.

This is not the case with all reserves as some non‐distributable ones, such as the share premium

account 股份溢价账户and the capital redemption reserve 资本偿债保留金may be used to

fund the bonus issue. Bonus issues must never be funded from a company’s ordinary capital.把库

存里能分配的钱以Share Capital的形式转到公司的资本金里。

4. The effect of issuing shares at either a discount, or at a premium 股票发行的价格

4.1 Shares may not be issued at a discount (below their nominal value). Where this happens the

shareholder is liable to the company for the unpaid amount plus interest. 不能折价发行，即低于

票面价值发行。如果折价发行，该股东对未募足部分承担连带责任。

4.2 Where shares are issued at a in excess of nominal value, whether for cash or

otherwise, an amount equal to the premium must be transferred to a share premium account. 可

以溢价发行，即超过票面价值。溢价部分必须转入公司的股票溢价账户。

4.3 It is common for a company to issue its share at a premium to the nominal value. There are

however a number of restrictions as to the use of the resulting share premium reserve, being: 超

发完全合理，这部分资金进入溢价账户，其用途如下：

a)The issue of fully paid bonus shares 可以用来以股代息

b) Writing off the preliminary expenses of company formation 可以用来冲抵公司创始人建立公

司的费用（还给他）

c) Writing off the discount on the issue of debentures 冲抵债权的折扣（票面100元，折价92，

那差额8由股票溢价账户填补）

d) Allowing the repurchase of debentures at a premium回购公司债权

e) Facilitating a Permissible Capital Payment in private companies （仅针对有限责任公司，而不

是股份有限公司）允许资本支付，用不分配的利润回购公司股本（见第15章）

课堂案例分析：当公司不缺钱时，可以允许股东认缴但未实缴，先不交出来。但当公司清算

时，公司资产不足清偿时，以认缴未实缴，就不用交出来了；如果公司资产足以清偿，那这

部分就不用再缴纳了。

§PPT答案：C、D、B、B、D、3、1、2、B、C