On the issue of warrants and pre emptive stock options

Personally, I feel:

A warrant is a call warrant.

There are many types of warrants, and the division is also different.

Give you something pro, you wait.

1. According to the content of the right, it can be divided into call warrant and put warrant

Call warrants: The holder has the right to purchase the underlying from the issuer within a specific period or expiration date as agreed.

Put warrants: The holder of the warrant has the right to give the issuer the agreed subject matter to the issuer during the agreed period or expiration date.

2. Different exercise methods can be divided into European-style warrants, American-style warrants, and Bermuda-style warrants.

Kindness.. It's still directly related to the problem.

First you have to figure out the pre-emptive stock options:

Pre-emptive stock option refers to the right of the original ordinary shareholders to subscribe for a certain number of new issues at a specific ** lower than the market price according to their shareholding ratio when the joint-stock company decides to increase the company's capital and issue new **. Pre-emptive stock options, also known as pre-emptive rights, are a privilege of common shareholders. In our country, it is customary to call it a allotment warrant.

Clear? ：）

Covered warrants are warrants issued by a third party that are not issued by the Company.

The above is confused. I'll tell you again.

Warrants, whose English name is warrant, are warrants (collectively referred to as those classified above), which can be traded on the exchange, can be subscribed, not for shareholders. That is, you can not be a shareholder, but you can also hold warrants.

The pre-emptive stock option is with **, and if it is to be transferred, it must be transferred with **.

Allotment warrants. A allotment warrant is a certificate of the right of a listed company to its old shareholders to subscribe for the company's shares.

You are studying accounting, I am a shareholder, I feel that the things in your textbooks are different from those in our shareholder textbooks, and they are a bit decoupled.

If you don't understand enough, look for it yourself, or ask your teacher.

Do you want to stand far away, that's interesting04

Pre-emptive stock options are the preferential rights of ordinary shareholders, which are actually a short-term bullishness, and the old shareholders with pre-emptive rights can buy a certain number of new issues of the company at a specific ** purchase price below the market price. The practice is to give each owner a certificate stating the number of new shares he has the right to purchase, and the number is calculated according to the number of existing shares of the shareholder multiplied by the prescribed proportion. Generally speaking, the new option is priced below the market price, making the pre-emptive option valuable.

Shareholders can exercise this right or transfer it to others.

Pre-emptive stock options and warrants are two different concepts, and there is a clear difference between them; However, both pre-emptive stock options and warrants appear when the company issues **, and they are not ** themselves, but they are related to **, so there is a certain connection between the two.

1. Differences. 1) Warrants are issued by the company, which can purchase a certain number of option certificates of the company within a specific period of time according to a specific **, which is essentially a valuable **; The pre-emptive stock option is a privilege granted by the company to the old shareholders in order to protect the interests of the old shareholders when issuing new shares. Existing shareholders can use this right to purchase new shares at a specific ** rate.

2) Warrants are issued at the same time as **, but after issuance, they can be independent of ** to form their own market and **; The pre-emptive stock option is to be attached to the ** before the allotment registration date for trading, and after the registration date, the pre-emptive stock option can be traded independently in the market after the registration date.

3) The purpose of the two is different. Pre-emptive stock options are a privilege granted to existing shareholders to purchase new shares in proportion to their original shareholdings; The warrants were issued primarily to raise more capital and foster a potential capital increase**.

2. Contact. 1) Both pre-emptive stock options and warrants are a kind of credential by which a certain amount of ** can be purchased according to a specific ** within a specified period of time, both of which are launched by ** issuing company and are directly related to **.

2) Both pre-emptive stock options and warrants can be traded and form their own ** in the transaction.

The above is the relevant knowledge for everyone, I believe that we have a general understanding through the above knowledge, if you still encounter any more complex legal issues, welcome to log in for lawyer consultation.

1) Warrants are issued by the company, which can purchase a certain number of option certificates of the company within a specific period of time according to a specific **, which is essentially a valuable **; The pre-emptive stock option is a privilege granted to the old shareholders by the company in order to protect the interests of the old shareholders when they issue new shares. Existing shareholders can use this right to purchase new shares at a specific ** rate. 2) Warrants are issued at the same time as **, but after issuance, they can be independent of ** to form their own market and **; The pre-emptive stock option is to be attached to the ** before the allotment registration date for trading, and after the registration date, the pre-emptive stock option can be traded independently in the market after the registration date.

3) The purpose of the two is different. Pre-emptive stock options are a privilege granted to existing shareholders to purchase new shares in proportion to their original shareholdings; The warrants were issued primarily to raise more capital and foster a potential capital increase**. In other cases, like other shareholders, the shareholder will not enjoy any privileges, and if such shareholders exercise the act of infringing on the company's rights and interests, other shareholders can also stop it, and if the infringement has been caused, they can be sued.

For the new ** issued by the company's capital increase, the existing shareholders of the company can preferentially purchase the corresponding new ** according to the proportion of ** they hold in the original issuance.

Legal basis: Article 34 of the Company Law of the People's Republic of China Shareholders shall receive dividends according to the proportion of their paid-in capital contributions; When the company adds new capital, shareholders have the right to subscribe for capital contributions in accordance with the proportion of paid-in capital contributions. However, all shareholders agree not to distribute dividends according to the proportion of pure capital contribution or do not subscribe for capital contribution in accordance with the proportion of capital contribution.

Pre-emptive stock option is a kind of right of the original shareholders to preemptively subscribe for the new issue, which refers to the right of the original ordinary ** shareholders to subscribe for a certain number of new issues at a specific ** lower than the market price when the joint-stock company decides to issue additional shares in order to increase the company's capital.

Pre-emptive stock options are essentially preferential rights of ordinary shareholders, and their "preferential" performance is manifested in two ways: When shareholders transfer shares, other shareholders have the right of preemption. For the new ** issued by the company's capital increase, the existing shareholders of the company can preferentially purchase the corresponding new ** according to the proportion of ** held by them in the original issuance.

Legal basis: Article 34 of the Company Law of the People's Republic of China stipulates that shareholders shall receive dividends in accordance with the proportion of their paid-in capital contributions; When the company adds new capital, shareholders have the right to subscribe for capital contributions in accordance with the proportion of paid-in capital contributions.

However, all shareholders agree not to distribute dividends in accordance with the proportion of capital contribution or do not subscribe for capital contribution in priority according to the proportion of capital contribution.

The right of preemption is usually used when allotment of shares or issuance of bonds, which means that the original shareholders of the company can subscribe for newly issued ** or bonds according to their own shareholding ratio rights.

Warrants refer to the company's storage of a certain amount of the company's **, and then issue warrants to the market or management, specifically refers to the person holding the warrants can buy and sell the company to the company within a certain period of time (European-style, American-style, Bermuda-style). In China, the China Securities Regulatory Commission (CSRC) allows the creation of warrants in the secondary market, that is, qualified securities firms issue warrants to the market after a large number of shares from the market, and the specific agreement is similar to that of the company's issuance to the management.

1. Characteristics of warrant financing.

Financing Features of Warrants:

1) Warrants are a financing promotion tool, which can promote the company to complete the issuance plan within the specified period and successfully achieve financing.

2) Contribute to the improvement of the governance structure of listed companies. The interests of the listed company and its major shareholders are closely related to whether the investors execute the warrants before the expiration of the warrants, therefore, during the validity period of the warrants, any behavior that damages the value of the listed company by the management of the listed company and its major shareholders may reduce the stock price of the listed company, thereby reducing the possibility of investors executing the warrants, which will damage the interests of the management of the listed company and its major shareholders. Therefore, warrants will effectively restrain the unethical behavior of listed companies and motivate them to work harder to increase the market value of listed companies.

3) Warrants as an incentive mechanism are conducive to promoting the equity incentive mechanism of listed companies. Warrants are commonly used employee incentive tools, by giving managers and important employees a certain number of warrants, the interests of managers and employees can be closely linked with the growth of enterprise value, and a profit-driven mechanism for managers and employees to realize their own wealth appreciation by enhancing enterprise value.

2. How warrants dilute earnings per share.

Diluted earnings per share are calculated only to consider the impact of dilutive potential common stock, not non-dilutive potential common stock. Dilution should be considered for warrants and share options, and the specific calculation steps are as follows:

1. Assuming that these warrants and share options have been exercised at the beginning of the current period, calculate the amount of shares that will be obtained by issuing ordinary shares according to the agreed exercise**. Assuming that the average market for common stock issuance for the current period is **issued**, calculate how many common shares to be issued to bring in the same amount of shares as described above.

2. Compare the number of ordinary shares to be issued by exercising share options and warrants with the number of rotten common shares issued according to the average market**, and the difference is equivalent to the number of ordinary shares issued without consideration, as a net increase in the number of ordinary shares outstanding. Number of additional shares of common stock Number of shares of common stock to be converted at the time of exercise of the option Exercise** Number of shares of common stock to be converted at the time of exercise The average market of common shares for the current period**.

3. The denominator of the calculated diluted earnings per share is adjusted by multiplying the net increase in the number of shares of common stock by the number of time weights it assumes to be outstanding.

Pre-emptive stock option means that when a joint-stock company issues new shares to increase its capital, it gives it the right to subscribe for a certain number of new shares at a specified price within a specified period of time according to the proportion of shares held by the original shareholders. The purpose of this right is to ensure that the control of the original shareholders over the ownership of the company is not weakened by the increase in capital. Pre-emptive options can be transferred, bought or sold, or waived.

The number of pre-emptive options in the market is determined by three factors: the type of pre-emptive stock in the market, the issuance of new shares and the number of pre-emptive rights required to subscribe for one new share. Article 34 of the Company Law.

Preemptive stock option means that when a joint-stock company issues new shares to increase its capital, it gives shareholders the right to subscribe for a certain number of new shares within a specified period of time according to the original shareholding ratio of shareholders. The purpose of the pre-emptive stock option is to ensure that the original shareholder's control over the ownership of the company will not be weakened by the increase in capital.

1. How to calculate the proportion of investment shares.

The ratio of investment to shares is calculated by dividing the amount of capital contributed by shareholders at the time of investment by the total capital of the company. The shareholders of a limited liability company are liable to the company to the extent of their subscribed capital contributions. The shareholders of the shares are liable to the company to the extent of the shares they subscribe.

1. The right to participate in the company's decision-making. Ordinary shareholders have the right to participate in general meetings of shareholders and have the right to make suggestions, votes and elections, and may also entrust others to exercise their shareholder rights on their behalf;

2. The right to profit distribution. Common shareholders are entitled to dividends from the distribution of the company's profits. Dividends on common stock are not fixed and are determined by the company's profitability and its distribution policy. Ordinary shareholders are entitled to the right to dividends only after the preferred shareholders have received a fixed dividend;

3. The lease pre-emptive stock option. In the event that the company needs to expand and issue additional common shares**, existing ordinary shareholders have the right to purchase a certain number of new issues** at a specific ** below the market price in proportion to their shareholdings, thereby maintaining their original proportional ownership of the business.

2. Can the company increase shareholders after its establishment?

After the establishment of the company, it is possible to increase the number of shareholders. The additional shareholders can subscribe for equity by transferring the company's equity, or when the company increases its registered capital. The process of changing the shareholders of the company is to bring the application, business license and relevant information of the new shareholders to the industrial and commercial bureau to apply for change registration.

According to the relevant legal provisions, the registration of a change of shareholders is to be made against a bona fide third party.

3. What is the process of capital increase of the company's legal state-owned enterprises?

The Company Law stipulates that when a limited liability company increases its registered capital, the shareholders subscribe to the capital contribution of the new capital, which shall be implemented in accordance with the relevant provisions of this Law on the payment of capital contribution by the establishment of a limited liability company. When the shares are issued to increase the registered capital, the shareholders subscribe for the new shares, and the relevant provisions of the payment of shares are implemented in accordance with the relevant provisions of this law.

Article 34 of the Company Law.

Shareholders receive dividends in proportion to their paid-in contributions; When the company adds new capital, shareholders have the right to subscribe for capital contributions in accordance with the proportion of paid-in capital contributions. However, all shareholders agree not to distribute dividends in accordance with the proportion of capital contribution or do not subscribe for capital contribution in priority according to the proportion of capital contribution.