| Ⅰ. Writing BackgroundThe Chinese stock markets (SM) have been exerting a profound influence on state-owned enterprises (SOE) shaking off rags to riches and financing for improving capital structures, changing operation systems, up-building modern corporate system, etc, over ten-odd-year from its establishing. A large quantity of SOE has made a rapid development and strength in market competition by virtue of the stock markets. However, A nice bit of SOE hasn't shaken off poverty yet, furthermore, it has lost capacity of continue financing from capital markets. On the same time, a large quantity of hi-tech civilian enterprises and some of SOE, which has made successful changes of modern corporate system, need large amounts of funds for their developments. In our country, the stock markets perform admittance-system,therefore, many quality-corporations were kept from the front door of stock markets, and then the qualification for listing on stock markets has been becoming a kind of scarce resources in Chinese capital markets. Since 1997, many enterprises have made a profound progress, they got listed on stock markets through buying or borrowing shell of the qualification for listing on stock markets, got quality-assets flowing into listed company and made the separation of non-performing assets. Because of many factors, there are many problems in buying or borrowing shells to get the qualification for listing on the stock markets, such as, the false buying or borrowing shells, the false reorganization, and lacking transparency on the transfer of stock-share, government's exceeding intervention, etc. Ⅱ. The Brief ContentThis article based on combining theory with practical cases and is about how to utilize hold-share control by lower costs, lower risks and high-efficiency acquires, also, collected and classified some kinds of model of listing on stock markets by buying or borrowing shell, meanwhile, had made a deep analysis about the motivation of listing on stock markets by borrowing shell and the existed problems in this measure.The content consists of four chapters, from expatiating principles to practical cases. This article does not only emphasize on general model of the measure but also concentrates on how to get more pointing and more performable measures in this kind of capital operation. The first, it deeply analyses and concludes,bases on clearly understanding about the characters of the stock-market's structure and of relevant laws and environment of the relevant polices, the motivation of utilizing the shell resources so as to seeking listing on stock markets. The second, it expatiates, from the angle of value analysis, the structure-factors of shell resources and the method of pricing for shell resources from principle and actual side. The third, It's the importance of this article that I summarized about some models, characters, conditions and also the programs and methods for listing by borrowing shell. Finally, it analyses some problems in utilizing shell resources and also places emphasis upon the analysis of reasons and countermeasure of failing in listing by borrowing shell resources. Additionally, the government makes important functions in the process of this kind of capital operation; this is a character in the activities of corporation's merger in China. The article insists the principles of combining the theory with practice, sticking by the original facts of those cases, and abstracts the original cases into the class of theory; the article also avoids vapidlyexpatiating upon the theory and simply piling cases. The operation of listing by merger and acquisition (M&G) and borrowing shell is an exclusive behavior through gathering knowledge, capacity, backbone into one body; it's also a huge systemic engineering and a specialist behavior of multi-corporation; it does not only need the profound theoretic basis but also possess of abundance experience in practice. Although, this article concludes some kinds of models of listing by borrowing shell r... |
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