Research On Tender Offer Of Listed Companies After Equity Division Reform

Securities market is an important part of capital market, one of its important functions is to establish an orderly and efficient platform on which through M&A and other activities we can optimize social resources allocation and combination, enhance the overall resources'using efficiency and finally upgrade industrial structure. Low industry concentration is an important defect of China's economic structure, which makes China hard to format some competitive enterprises. So how to play a better function of capital market's resources allocation through M&A and eventually reach strategic M&A revenue, enhance listed companies'competitive advantage and optimize China's industrial structure is an important topic we are facing. The "11th Five-Year Plan" (2006-2010) made in October 2005 put forward the acquirement that promoting M&A, company reorganization and combination in order to support enterprises growing in size and strength and raise industrial concentration. This shows that M&A's strong development momentum would appear during the 11th Five-Year Plan period in China.Listed companies are core force in a nation. Listed company acquisition certainly becomes the focus of attention. For China's listed company acquisition, agreement purchase has been dominating way all the time. By comparing analysis method in this article, we concludes that this kind of acquisition is carried out between seldom shareholders, once possessing major shareholders'stoke share and control the aimed company, considering the cost of the holdings, the acquirer will not continue to deprive the minority shareholders'. The small and medium-sized shareholders are out of the deal of control-right transformation, its consulting transfer price also easily leads to black-box operation and has seriously damaged their interests. The market calls for a more effective manner. Tender offer is a fully market-oriented way which is the main means in mature capital markets. It overcomes many disadvantages of agreement acquisition. The first tender offer case happened in 2003 in China, then has been gradually applied in our country. Because of the historical problem of equity division which affected the capital market's basic function of resources allocation, distorted the securities market's price-deciding function, went back on the capital market's cardinal principle of equity, plagued the securities market to develop healthily and restricted the implementation of tender offer. In 2005 China's equity division reform began to implement, the stock market structure transferred from dual non-equilibrium model in the past to full circulation model step by step. It laid the foundation for equity conversion. Securities Law, Company Law were published in 2006 and "Management of Listed Companies Acquisition Law" was also modified in many details, such as the tender offer operation and monitoring system, which will make tender offer become a mainstream way in near future. But as a new acquisition mode, tender offer is gradually revealed many problems in practice. The study on tender offer seems to be more practical and significant under this context.Specifically, this article will analyze problems as follow: what are the major manner of listed companies acquisition and the differences among them? What impair would be created in the implementation of agreement acquisition? What advantages does tender offer have comparing to agreement acquire? What are the tender offer's shortcomings during the period of equity division? What elements do Tender offer successful implementation need? What impacts does equity division reform create to Tender offer? What improvement happens in environment of tender offer development after the equity division reform? What's tender offer's limiting factors and issues that still exist in full circulation period in China? How to eliminate these constraints and solute these issues?...