| Modern enterprise theory holds the viewpoint that company ownership means residual claim and residual rights of control. This thesis defines control power as residual rights of control that shareholder enjoys. Transference of company control power means that rare control power resource goes on reconfiguring comparatively. The state-run stock right in listed companies is in the holding position, and some researches indicate the state-run stock rights have negative influences on company's administration structure and company's achievement, which requires state-run shareholders to transfer control power of listed companies. Practice of the reform is just going on along such a route too: The 15th National Congress of the Communist Party of China established the policy of " advancing sometimes, retreating sometimes, doing what is appropriate and discarding what is inappropriate ", putting forward that state-run assets should withdraw from the general competition domain progressively. The 16th National Congress pointed out we would continue adjusting arrangement and structure of state-owned economy, reform state-run assets management system. The author thinks that transference of control power in listed companies has mainly two ways: Invitation of purchase and agreement to transfer. Under stock right structure that does not circulate completely, the transferring way of the agreement is the main way that control power withdraws from state-owned listed companies. In the transference course of control power, one important problem is the lack of price form mechanism like western mature capital market. Because the state-owned stock occupies a leading position in the stock right structure of listed companies, if the state-owned stock fixes the price too low, it is suspected of state-run loss of assets, and unfavorable to the value preserving and appreciation of state-run assets. If pricing is too high, it will lack the buyer's market, and thus withdrawal and realization of the state-run capital can't be realized. So, the basic pricing principle of present state-run stock right transferring is that price can't be lower than the net assets per share of the company. The author thinks net assets pricing principle can't truly reflect state-run inherent value of capital, and doesn't accord with the theory of modern company appraising.Price form mechanism of control power transferring includes two aspects: First, based on applicability analysis, we should choose proper value assessment method and model to define the basic value of the company; Second, focusing on basic value, we should combine the supply and demand state of the trade market of stock right, compare the balances of force of stock right grantee and targeted company, and finally determine the market price of stock right. From the perspective of the first factor, price form through control power transferring needs further value assessment of company at first. The main methods of value assessment are: Ledger assets adjusting method, market comparative method and discount method, etc. The existing theories and model of company appraising have mainly been set up on the basis of competitive market and expectancy value, and its system background is: First, merge behavior is set up on the foundation of perfect company administration structure that modern enterprise system has formed for centuries; Second, the forming and development of market economy have brought up the good and sound market economy environment in the past one hundred years; Third, the property right can circulate freely in the relatively open , fair , just market . Because of the defects of company's administration structure and non- complete market condition, applicability of various kinds of company appraising models is relatively poor in control power transferring of listed companies. With regard to the second factor, various kinds of models and methods have established the basic value of appraising state-run stock right of listed company, which is only a foundat... |
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