| 1. Background of the Topic Since the 1990s, large-scale transnational merger & acquisition hasbecome more and more fierce. The fact super large-scale merger &acquisition has take place frequently has brought profound changes to theworld economic structure. And the fact super large-scale firms haveappeared constantly have brought great change in the competition in thetrade. But in China, the utility of FDI remains in the first stage(green-land investment) and the utility of FDI in merger & acquisition isneglected in statistics. In 1995 when China's capital market wasestablished, the first case that strategic foreign capital merger &acquisition of listed company appeared in China. This seemed to meanforeign capital merger and acquisition was in the bud. But soon, theadminister stopped it. Some years later, in 2001, China's capital marketopened its door to foreign capital merger & acquisition. What is thesignificance of foreign capital merger & acquisition? Why did it appeared,disappeared and appeared again? To promote the health and standardizeddevelopment of foreign capital merger & acquisition in China's capitalmarket is of great significance to the development of China's capitalmarket, even to the development of China's economy because listedcompanies occupy an unusual position in Chinese economy.2. Main content and viewpoints This thesis tries to make a study of China's trade system of foreignmerger & acquisition on the basis of theory of system change ofinstitutional economics. The deep consideration of the change of systemsin the thesis is of great importance to the understanding of the thesis. Thethesis is composed of six parts: Part one is the introduction. It mainly introduces the background ofthe topic, the aim and significance of the study. It makes a brief accountof the current situation in the study of the topic, the system and thestructure of the thesis, and the method used in the thesis. Part Two deals with the general theory of foreign capital merger &acquisition .It gives a definition and then describes the characteristics andcategories of foreign capital merger & acquisition. It puts forward theconnotation and denotation of China's listed companies. It makes aneconomics analysis of foreign capital merger & acquisition and foundingFDI (green-land investment) and makes a brief account of the agent andsome traditional theories of foreign capital merger & acquisition. Part Three mainly studies the practice of foreign capital merger &acquisition throughout the world. It first makes analysis of thefundamental characteristics of the fifth tide of merger & acquisition in theworld, and then makes a comparative study of the systems and practice offoreign capital merger and acquisition of the list companies in severaldeveloped countries and developing countries separately. Part Four is the foundation of the theories put forward in the thesis.It reviews and appraises on the basis of institutional economy the systemchange of China's foreign capital merger & acquisition of listedcompanies, makes an analysis of the current situation, characteristics,trend, and agent of China's listed companies of foreign capital merger &acquisition. It points out the main problems which exist in currentChinese foreign capital listed merger & acquisition of companies. Part Five mainly studies the systematic obstacles of Chinese foreigncapital merger & acquisition of listed companies and puts forward somesuggestions to as to overcome them. The author thinks that it is ofprimary importance to make clear the role of the government in capitalmarket. The author holds that the main obstacles of foreign capitalmerger & acquisition of listed companies. He thoroughly explores theproblem of features and treatment of foreign capital merger & acquisitionof non-negotiable stocks of the listed companies. At last the author makesa certain analysis of the problems of law concerning foreign capitalmerger & acquisition by private placement B-stock, merger & acquisitionin the way of exchange of stocks and the protection of...
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