关键词: 股份回购; 资本维持原则; 利益衡量; 债权人保护; 类型理论

Abstract: The conceptual core of the capital maintenance principle should be transformed to protect the preferential distribution subordination of creditors. Under this philosophy， the liberalization of share repurchase regulation is an inevitable trend under the pressure of commercial innovation， as the theory of interests weighing shows the possibility to properly deal with the interests of all parties. Under the type theory， China's repurchase system lacks not only sound procedural rules， but also such criteria as financial resources and price. Taking an ex-post perspective to improve the system with behavioral strategies is a better choice. Drawing on solvency test， based on China's reality， decision power should be given to directors. The gap between repurchase process and capital reduction or treasury stock should be bridged. The subjects of liability for improper repurchase should be the directors and the repurchasing shareholders. This path achieves a balance between commercial efficiency and transaction security on the basis of giving the maximum freedom to all parties.

Key words: share repurchase; capital maintenance principle; theory of interests weighing; creditor protection; type theory