Legal analysis: Share purchase refers to one person buying shares of a company owned by another person. Generally speaking, it refers to the equity acquisition that has not obtained the control right of the target company, and the acquirer is only in the shareholding position. Shareholding is usually the beginning of exploratory diversification and strategic investment, or to strengthen cooperation with upstream and downstream enterprises, such as participating in suppliers to ensure timely supply of raw materials and preferential prices, and participating in distributors to ensure smooth product sales and timely recovery of loans. Other companies buy stocks in order to transfer profits through related party transactions or make profits through stock trading. Equity transfer generally refers to the legal act that shareholders of a company transfer all or part of their shares to others. In the case of complete transfer, the transferor is no longer a shareholder of the company, and the transferee becomes a shareholder of the company; In case of partial transfer, the transferor shall no longer enjoy the shareholders' rights and interests of the transferred part, and the transferee shall enjoy the shareholders' rights and interests of the transferred part. Share transfer generally includes share repurchase and merger and acquisition.

Legal basis: Measures for the Administration of Equity Incentives of Listed Companies

Article 7 A listed company shall not implement equity incentive under any of the following circumstances:

(1) The financial accounting report of the most recent fiscal year is an audit report with negative opinions or unable to express opinions issued by certified public accountants;

(2) An audit report issued by a certified public accountant with negative opinions or unable to express opinions on the internal control of financial reports in the latest fiscal year;

(3) Failing to distribute profits in accordance with laws, regulations, articles of association and public commitments within the last 36 months after listing;

(four) the provisions of laws and regulations shall not implement the equity incentive;

(five) other circumstances identified by the China Securities Regulatory Commission.

Article 8 Incentive targets may include directors, senior managers, core technicians or core business personnel of listed companies, and other employees that the company thinks should be encouraged and have a direct impact on the company's operating performance and future development, but independent directors and supervisors are not included. Foreign employees who serve as directors, senior managers, core technicians or core business personnel of listed companies can become incentive targets. Shareholders or actual controllers who individually or collectively hold more than 5% of the shares of a listed company, their spouses, parents and children shall not be used as incentive targets. The following persons shall not be encouraged:

(1) Being recognized as an inappropriate candidate by the stock exchange within the last 12 months;

(2) Being recognized as an inappropriate candidate by the China Securities Regulatory Commission and its dispatched offices in the last 12 months;

(3) In the last 65,438+02 months, he was given an administrative penalty by the China Securities Regulatory Commission and its dispatched offices for major violations of laws and regulations, or was taken a market ban measure;

(4) The situation that he is not allowed to be a director or senior manager of the company as stipulated in the Company Law;

(five) laws and regulations shall not participate in the equity incentive of listed companies;

(six) other circumstances identified by the China Securities Regulatory Commission.