SIE：Equity Securities 核心知识总结

背景

最近在备考 SIE（美国证券行业基础考试）， 目的：

1. 掌握证券行业常用英文术语、语法。
2. 掌握证券行业基本知识。
3. 通过考试。

个人学习方法：

1. 通读英文版教材。掌握各类证券知识，培养相关英语语感。
2. 总结各章节 重点内容、专业术语、习题。便于回顾。

本文为 权益证券（Equity Securities） 章节，重点内容、专业术语、习题的总结。

什么是权益证券？

为了筹集运营资金，公司通常会出售证券，包括股票和债券。其中股票就属于权益资本，这意味着它赋予买家公司的所有权份额。

In order to raise money to operate, corporations often sell securities, including stocks and bonds. Stock is equity capital, which means it gives buyers an ownership stake in the corporation.

股票又包含了 普通股、ADR、优先股 等知识，我们接下来依次介绍。

普通股（Common Stock）

什么是普通股？

1. Common stock is the most widely held equity security.
2. These shares are purchased primarily for the appreciation potential they provide if the issuing company performs well and increases in value.
3. Almost all common stock is currently issued in book-entry form, rather than issue paper certificates.

迪士尼股票证书

习题

1. Almost all common stock is currently issued in a form that allows broker-dealers to keep records of ownership on their books, rather than issue paper certificates. This form is called:

   A. book-entry.

   B. ledger-entry.

   C. margin-issue.

   D. broker call.

股票的不同阶段

• Authorized stock（授权股本）：

  The state in which it is incorporated must approve the number of shares the corporation can sell.

• Issued stock（发行股票）：

  The shares of authorized stock that are sold to the public are known as issued stock.

• Outstanding shares（流通股）：

  Issued stock are referred to as outstanding shares when they are in the hands of investors.

• Treasury shares（库存股）：

  Shares that are issued to investors and subsequently repurchased by the company are treasury shares.

习题

1. When can a share of common stock accurately be described as “issued but not outstanding”?

   A. When it is held by an institution

   B. When it is subject to a regulatory trading restriction

   C. When the issuing company has been delisted from an exchange

   D. When it is not owned by investors

票面价值（par value）

• Some states require that the authorized shares be assigned a nominal value to provide a minimum amount of legal capital to pay creditors. This is the stock’s par value.
• Par value is set low($1 or less) because the stock cannot be issued for less than par value.

为什么票面价值能保护债权人？

票面价值（par value）通过建立 法定资本（legal capital） 的概念来保护债权人。具体机制如下：

1. 建立最低资本门槛：当公司发行股票时，票面价值 × 发行股数 = 法定资本。例如，如果 TechCorp 发行 100万股、每股票面价值 $1 的股票，那么就形成了 $100 万的法定资本。
2. 限制资金分配：这笔法定资本必须保留在公司内部，不能以股息（dividends）或其他方式分配给股东。这确保了公司始终保持一定的资产基础。
3. 债权人优先权：如果公司破产清算，债权人对公司资产的求偿权优先于股东。法定资本的存在意味着即使股东已经投资，也不能随意抽走这部分资金，从而为债权人提供了一个"缓冲垫"。

普通股所有权权利

Limited Liability（有限责任）

Shareholders cannot lose more than their original investment.

Voting Rights（投票权）⭐

普通股股东可以投票选举董事会成员。每股股票都可以为每一个席位投一票。

Common stockholders elect the board of directors and vote on corporate policy. Each share gives one vote per director position.

通常有两种投票方式，假设有 m 人竞选 n 个席位：

1. Statutory voting（法定投票权）

每一票投 n 个席位。

Statutory voting allows the shareholder to vote one time per share for each seat on the board of directors.

1. Cumulative voting（累积投票权）

允许攒票一起投。

Cumulative voting allows the shareholder to pool votes together and then allocate them as desired.

举例说明：

Tarik 有 200 股 XYZ 公司和 200 股 ABC 公司。XYZ 公司采取法定投票权，ABC 公司采取累积投票权。

每个公司有 9 个人竞争 5 个董事会席位。可以这样投票：

If a stockholder cannot attend a meeting, they can vote by proxy via absentee ballot (mail or online).

Proxy statements are SEC-required documents sent to solicit shareholder votes for director elections and material corporate events like mergers.

Proxy cards provide this information in condensed form.

Financial Reports and Company Information（财务报告和公司信息）

• Access financial information and audited reports, such as Form 10-K.

  A 10-K must typically be filed with the SEC within 90 days of a company's fiscal year-end.

• Inspect the company's books, records, and meeting minutes, typically provided in an annual report.

Claim to Company Assets and Earnings（对公司资产和收益的索取权）

• Common stockholders are on the bottom of the priority ladder for ownership claims.
• In the event of liquidation or bankruptcy, common shareholders have rights to a company's assets only after bondholders, general creditors, and preferred shareholders have been paid in full.

Dividends（股息）

Investors that buy stock can earn a profit in two ways:

1. Capital gains（股票增值）

   Investors only pay taxes on realized capital gains (when selling for profit). Unrealized capital gains (paper gains) have no immediate tax impact.

2. Dividends（股息）

• Declared by the board and allocated per share.
• Companies may skip dividends to reinvest for growth.

Pre-Emptive Rights/Subscription rights（优先认购权）

• When companies offer new shares to existing shareholders.
• Rights offerings let shareholders buy new shares proportionally at a stated price to prevent ownership dilution.
• Typically within a 30 to 45 day timeframe.
• Rights can be traded separately; The stock then trades ex-rights.

举例：

• 假设公司A宣布配股，当前股票除权前的市场价格为每股25美元。
• 认股权的价值可能为5美元，那么实际股票本身的价值是20美元，加上认股权的5美元总共25美元。
• 如果买家在除权前买入该股票，花费25美元买入股票的同时，也自动获得了认购新股的权利。
• 如果买家在除权后买入该股票，只需花费20美元买入股票，但不再自动获得认股权。买家若想获得认股权，需要单独去购买分离出来的认股权（价格为每股5美元）。

Warrants（认股权证）

• Lets the holder buy the issuer's stock at a set price for a set period.
• Warrants are exercisable only when stock price exceeds exercise price(行权价).
• Warrants are frequently attached to bonds or preferred stock as a sweetener, allowing the issuer to pay a lower interest rate or dividend.
• Like rights, warrants may also trade separately on the open market.

习题

1. An owner of common stock wishes to cast a vote for certain candidates for the board of directors. However, she is not able to attend the meeting to vote in person. Can she still vote?

   A. No, because all votes must be cast in person.

   B. She may delegate her vote to someone who attends the meeting in person.

   C. She may request the SEC’s permission to cast an absentee ballot.

   D. She may cast a proxy vote by mail or online.

2. Equity securities that allow existing shareholders to buy into an offering of additional shares, to maintain proportionate ownership, are called:

   A. American depositary receipts (ADRs).

   B. warrants.

   C. rights.

   D. preferred stock.

3. Owning a share of common stock gives an investor voting rights. For what specific purpose does the investor have a right to vote?

   A. Choosing a CEO

   B. Choosing the board of directors

   C. Approving strategic direction

   D. Declaring dividends

4. In the event of a company’s bankruptcy or liquidation, what rights do common stock shareholders have to receive any remaining corporate assets?

   A. They are the lowest priority of any security holder.

   B. They are a higher priority than all security holders other than senior debt holders.

   C. They are a higher priority than preferred stockholders but a lower priority than owners of debt securities.

   D. They are the highest priority of any security holder.

5. An investor buys 100 shares of Company ABC stock at $20 per share. It has par value of $2 per share. What is the maximum amount the investor can lose on this investment?

   A. $200

   B. $1,000

   C. $2,000

   D. Unlimited

普通股的类型

Blue Chip Stocks（蓝筹股）

• Large, stable companies with steady earnings and dividends, like IBM and Coca-Cola.
• They offer modest growth but provide steady dividend income.

Income Stocks（收益股）

• Income stocks produce income—typically in the form of dividends—for their investors.
• These are typically mature industry companies with minimal R&D spending.
• Utility stocks are an example of stock that pays steady income.

Cyclical Stocks（周期性股票）

• Cyclical stocks mirror the economy, rising during growth and falling during contraction.
• Companies that supply capital equipment for businesses or high-ticket consumer items, such as cars and large appliances, are cyclical.

Defensive Stocks（防御型股票）

• Defensive stocks are resistant to changes in economic cycles.
• Examples of defensive stocks include utility stocks, stocks of staple consumer items, and stocks of discount retailers like Wal-Mart.

Growth Stocks（增长型股票）

• Companies that reinvest most of their earnings into their businesses.
• If a growth-oriented company grows slower than anticipated, its price drops.

Penny Stocks（仙股）

• Penny stocks are OTC equity securities worth less than $5 per share.
• More volatile, less liquid than blue chip stocks.

习题

1. Which types of common stock can be expected to perform best, relative to the stock market as a whole, during a bear market?

   A. Blue chip and income

   B. Income and defensive

   C. Cyclical and growth

   D. Blue chip and growth

2. The stock of Acme Company is unlisted and trades for a price of 45 cents per share. This is considered:

   A. a small-cap stock.

   B. an income stock.

   C. an inactive stock.

   D. a penny stock.

Risks of Owning Common Stock（普通股的风险）

Systematic Risk（系统性风险）

• Individual securities are impacted by overall market performance.
• Cannot be avoided through diversification, but can be hedged using derivatives like options.
• Beta
  • Measures a stock's volatility relative to the market.
  • Against a benchmark index (e.g., S&P 500, which has a beta of 1).
  • Higher beta = higher risk and potential returns.

Non-Systematic Risk（非系统性风险）

• Events like management changes or product recalls are examples of this risk.
• Best protection: portfolio diversification.

习题

1. Which type of risk cannot be mitigated by spreading an investment among a variety of common stocks?

   A. Industry risk

   B. Systematic risk

   C. Management risk

   D. Business failure risk

2. The risk that an investor will own a tech stock that goes bankrupt when almost all other tech stocks are appreciating is called:

   A. beta.

   B. systematic risk.

   C. non-systematic risk.

   D. bad luck

Depositary Receipts（存托凭证）

Depositary receipts provide domestic investors convenient access to foreign shares.

American Depositary Receipts (ADRs，美国存托凭证)

• Banks purchase foreign shares, bundle them, and reissue them on US exchanges or OTC.
• Shares are denominated in US dollars and pay dividends in US dollars.
• Foreign governments may withhold taxes, reducing dividends for ADR holders.
• May carry political risk, currency risk, and inflationary risk.

习题

1. What main advantage is offered by American depositary receipts (ADRs)?

   A. Stable principal

   B. Ability to buy foreign securities in the US

   C. Leverage

   D. Ability to buy OTC stocks on US exchanges

优先股（Preferred Stock）

优先股也是一种由企业发行的权益证券。

优先股的特点

1. Voting Right - 无投票权

   Unlike common stockholders, holders of preferred stock typically do not have voting rights.

2. Liquidation Priority - 债权人>优先股东>普通股东

   • All creditors, including bondholders, have precedence over preferred shareholders.
   • If assets remain, preferred shareholders receive at least par value and possibly dividends in arrears before common shareholders receive anything.

3. Dividend Payments - 固定的股息

   • No guarantees

   • Fixed dividend

     The dividend rate is expressed as a percentage of par value.

   • Less volatility than common stock.

习题

1. 为每一行选择选项

   __ A security that lets investors purchase a company’s common stock at a fixed price for a set period of time

   __ A security that facilitates trading of foreign common stocks on US exchanges

   __ An equity security that pays a fixed dividend and has liquidation priority over common stock

   __ A security that helps investors maintain proportionate ownership in a company by buying more shares

   A. ADR

   B. Right

   C. Warrant

   D. Preferred stock

2. A preferred stock is trading at $20 per share. Its par value is $5 per share. Its dividend rate is 8% per year. What amount of dividend income should an investor expect to earn in a year?

   A. 40 cents

   B. 80 cents

   C. $1.20

   D. Zero, because preferred stock dividends aren’t predictable

优先股的类型

Cumulative Preferred（累积优先股）

• Accumulated dividends in arrears.
• Skipped dividends must be paid in full before common stockholders receive anything.

Participating Preferred（参与优先股）

• May have extra dividend distribution.

• e.g., exceeds common stock dividend or based on earnings.

Convertible Preferred（可转换优先股）

• Exchange preferred shares for common stock, according to a fixed ratio based on the par values of both securities.
• Lower dividend

Callable Preferred（可赎回优先股）

• May be repurchased by the issuing company.

  For example, if interest rates fall, a company may be able to issue new stock with a lower dividend.

• Higher dividend.

Adjustable-Rate Preferred（浮动利率优先股）

• Dividends are based on an underlying benchmark—usually the US Treasury bill.
• Based on market conditions.

Straight Preferred（直接优先股）

No special features.

习题

1. Which type of preferred stock allows investors to participate in any potential upside of the same company’s common stock?

   A. Participating preferred

   B. Cumulative preferred

   C. Callable preferred

   D. Convertible preferred

Negotiability of Equity Securities（可转让性）

Registrar and Transfer Agent

1. Registrar - 注册登记机构

   Maintains ownership records of securities and ensures no unauthorized issuance occurs.

2. Transfer Agent - 变更登记

   Records changes of ownership in securities and may maintain records of ownership, including when stock trading, stock splits, or stock dividends occur.

通常，同一机构会担任二者。

Stock Endorsements（背书）

Most securities positions are held in street name, where the broker-dealer is the nominal owner and the customer is the beneficial owner.

习题

1. What term signifies that a share of common can be freely transferred, assigned, or delivered to another entity?

   A. Fungible

   B. Negotiable

   C. Portable

   D. Endorsable

2. Which entity records ownership changes whenever shares are transferred or sold?

   A. Transfer agent

   B. Clearing agent

   C. Treasurer

   D. Registrar

3. In regard to the rights of common stock shareholders, what does the term street name mean?

   A. Shareholders do not have the right to cast proxy votes.

   B. Shareholders have the right to participate in statutory voting but not cumulative voting.

   C. Shares may be sold or margined without the shareholder’s permission.

   D. Shares are held in the broker-dealer’s name, but the shareholder retains all rights of ownership.

Dividend（股息）

Dividend Procedures（股息程序）

• declaration date（宣告日）

  The date on which the board of directors declares that a dividend will be paid.

• record date（登记日）

  the date upon which a stockholder must be registered.

• payable date（支付日）

  The date payment is actually made, generally about three weeks after the record date.

• ex-dividend date（除息日）

  The exchange determines who will receive the dividend.

除息日可以看作是一条截止线，一定要早于这一天买股票否则就会错过股息。

假设某公司宣布派发股息，登记日：1月8日。

如果是 T+1 结算，用户最晚要在 1月8日(不包含) 买股票，这样到了1月8日股票才会真正变更。

如果是 T+2 结算，用户最晚要在 1月7日(不包含) 买股票，这样到了1月8日股票才会真正变更。

当然，有些股票是 Cash Settlement(现金结算) ，可以忽略。

Ex-Dividend Date and Price

On the morning of the ex-dividend date：

1. The stock price drops by the amount of the dividend.

   Example：Verizon’s stock is priced at $50 per share. Its board of directors declares a $0.60 dividend per share. On the ex-dividend date, the price of Verizon will decrease by $0.60, to $49.40.

2. Any orders that equals or below the market are reduced by the dividend, include buy limit, sell stop, and sell stop limit orders.

Forms of Dividend Payment

1. Cash dividends — subject to taxation.
2. Stock dividends — no taxation.

   • Maintains shareholder's proportionate stake.

   • Example: ABC declares a 20% stock dividend. Instead of holding 100 shares at $30, the investor now has 120 shares at $25

   • Maybe distribute a stock of a different company.

3. Company Product

Stock Splits（股票拆分）

1. Forward stock splits

   Reason：The company believes its share price is too high to interest potential buyers.

   Example：ABC stock splits 2-for-1. Instead of holding 100 shares at $30, the investor has 200 shares at $15.

2. Reverse split

   Reason：Avoid falling below the exchange minimum price for listing.

   In a stock split, the overall value of the investor's position remains unchanged. But it adjusts the investor's cost basis.

习题

1. Joe owns 100 shares of stock that is selling for $40 per share at the time when the events below occur.

2. ABC Corp has declared a dividend of $1.25 per share payable to shareholders of record on Wednesday, January 27. The stock trades regular way. What is the ex-dividend date?

   A. January 25

   B. January 26

   C. January 27

   D. January 28

3. What events will happen on the morning of the ex-dividend date?

   I. The dividend will be paid to shareholders of record.

   II. Shareholders must confirm that they are shareholders of record.

   III. The stock price will drop by $1.25.

   IV. Certain types of orders will automatically be reduced by $1.25.

   A. I and II only

   B. I and III only

   C. II and III

   D. III and IV

Short Sales（卖空）

Investors sells borrowed shares in the market. The profit or loss is the difference between the sale price and the buyback price.

Because the price of the stock can rise indefinitely, short-sellers have unlimited risk potential.

习题

1. What is the most common reason for selling shares of common stock short?

   A. To profit from a rise in the share price

   B. To profit from a decline in the share price

   C. To participate in a declared dividend

   D. To increase the amount of dividends received