Research On Legal Issues Of Strategic Investment And M&A By Foreign Investors Upon Listed Companies

In the early 1990s, the main way to invest in China by foreign investors is to establish foreign-invested enterprises or ventures, namely native investment. Due to our reform and opening-up policy and the development of our economy, the emphasis and methods of investments by foreign investors have greatly changed and show a new trend, which are foreign investors directly M & A upon the native enterprises. Listing companies as the best of our native enterprises have attracting more and more foreign investors. Nowadays foreign capitals have taken M&A upon listed companies as an entry into the Chinese market.The methods of equity investment of shares by Foreign Investors upon A-Shares Listed Companies have a variety, including transfer of non-tradable shares, QFII and strategic investment. The process of changes from non-tradable shares to strategic investment inflects the strategic ideas of our government on gradually opening up the domestic market to the outside . In the early year of 2006, with the promulgation and implementation of Measures for Strategic Investment by Foreign Investors upon Listed Companies, strategic investment becomes a new method of equity investment of shares by Foreign Investors upon A-shares Listed Companies besides QFII (Qualified Foreign Institutional Investor). At the same time, the newly-revised Companies Law and Stock Act, the newly-revised Administration of the Takeover of Listed Companies Procedures and Provisions on the Takeover of Domestic Enterprises by Foreign Investors and other relevant laws and regulations, all of which should standardize the behaviors of strategic M & A by foreign investors upon listed companies and make them suitable for the national condition, and therefore promote the development of our economy.Concerning the legal issues of strategic M&A by foreign investors upon listed companies, this article aims at two problems, one is to make an analysis and research on regulations and systems of strategic investment, and the other is to take the case of SEB M&A SUPOR as an example, and put emphasis on the legal issues of strategic M&A by foreign investors upon listed companies in the practical field. Based on the two issues below, this article is divided into 5 chapters, and the contents of respective chapter are as follows:The forward is the introduction of the background, subjective and significance of this article.Chapter one is about the basic theory of M & A by foreign capitals, which includes the resource of the concept of "Merger and Acquisition" and "Merger and Acquisition by foreign capitals" , and then makes a brief explanation on the takeover system of listed companies, and late make an analysis on the concept, basic functions and legal issues of M & A by foreign capitals upon listed companies.Chapter two is the general introduction of the legal system of strategic M&A by foreign investors upon A-Shares listed companies. Firstly, this article makes a definition on equity investment of shares by foreign capitals; Secondly, it introduces the main forms of equity investment of shares and the differences between them; then, the article comes to the point and make an general introduction on the legal systems of strategic M&A by foreign investors upon listed companies, and in the end, it analyzes the nature and status of listed companies after completion of strategic M&A by foreign investors.Chapter three is to make a research on the innovation of strategic investment and M&A by foreign investors upon A-share listed companies based on the case of SEB M&A SUPOR. First of all, it gives a brief introduction to the case of SEB M&A SUPOR, then it put an emphasis on the innovation and significance of the case of SEB M&A SUPOR, and in the end the author presents her opinions on the controversial legal issues caused by the case of SEB M&A SUPOR.Chapter four focuses on two legal issues encountered by strategic investment of foreign investors upon A-shares listed companies, one is the anti-monopoly problem concerned, and the other is the inheritance of promise of equity reform of shares made by shareholders.Chapter five is the summary of this article.