| The listed companies from the planned economy still have the trace of planning. Too many state-owned shares and the disunity of the stock market led to the inefficiency of the governance and the management of the listed companies. After China's entry into WTO, the pressure of the domestic enterprises has increased continuously, and the most important is to change the current Equity ownership structure and the governance, to improve the firm performance and face the competition from outside. And the establishment of the social security system needs a large sum of money, which can be solved to some degree by selling state-owned shares. Based on these considerations, the author chooses this as the topic of the thesis.The first part: the structure of the thesis.In the first chapter, the current firm performance is analyzed. With the statistic analysis by choosing some management index, the author finds that the whole standard of the firm performance, especially that of the firms having many state-owned shares, is very low. So, it's necessary to improve the enterprise governance to face the competition from outside and to enhance the development of the domestic economy.In the second chapter, the author analyses the reasons for the poor firm performance. There are many factors which influence the firm performance, including the macroeconomics and the microeconomics, and the internal and external governance system. When analyzing the economic situation, the author cannot find out obvious evidence to demonstrate the economic situation has much influence on the firm performance. So the author needs to analyze the governance and the management of the firms themselves.There are two aspects of the governance: external and internal governance. Based on analysis, the author finds out that the outer financial market and the take-over market cannot realize their functions, which leads to the lack of external pressure in the management. When analyzing the inner governance, the author finds the directorate cannot carry out its responsibility and just is the club of some persons, and the "internal people control" is much serious.From all of these, the author finds out the key reason is that the irrationality of the equity structure, which causes the defects of the corporate governance (the missing or the low efficiency of the owner governance). So, it's necessary to change the current equity structure, and the acquisition is chosen as the breakthrough.In the third chapter, the author analyzes the influence of the acquisition on the corporate governance. First, the author discusses the former selling of the state-owned shares, and the author finds those methods all regard the secondary market as the breakthrough. However, after the establishment of the stock market, many state-owned enterprises have listed, and there came into a large divergence between the government and the common stockholders. And the reason that the divergence hasn't emerged is that the state-owned shares don't take part in the public circulation, which is regarded as a default rule. If we chose the secondary market is chosen as the breakthrough directly, facing so many investors, it's difficult to find an appropriate method to balance the relationship, and these kinds of methods will destroy the well-balanced development. We should seek for some other solutions. It's possible to choose the civilian strategic investors as the selling object. First, after so many years' reform and opening, there is a large sum of money accumulated, and many excellent civilian enterprisers have stood out and they can afford to purchase these state-owned shares; Second, many state-owned listed companies shared poor performance because of the poor management. If what the civilian enterpriser learn from these years is used to these companies, their performance will be much improved; Third, the Constitution was modified and it states to protect the private legal property. So, civilian funds can be put into the market without any... |
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