The Research On The Present Situation And The Existing Problems Of Shell Companies’ Assets Reorganization

Assets reorganization is the inevitable outcome of the development of capital markets,China’s social progress depends on the stable and healthy development of market economy,therefore, it is most in need to pay attention during the development of China’s capitalmarket that the effective allocation of market resources, maximization the value of theenterprise, and ultimately to achieve continuous growth of social wealth. Western capitalmarket is carried out early, theoretical research of "merger" and "acquisition" developedmore mature, asset reorganization is only one economic phenomenon in the M&A theory.But under the condition of Chinese characteristics economy, it is meaningful to regard assetreorganization as an independent plate to study. In the time of the planned economy,administrative means as the leading factor, assets reorganization is only throughincremental funding to reflect and not widely accepted by society, but in the economictransformation of market economy condition, what assets reorganization can bring are moreefficient integration of all kinds of resources and assets combined earnings from expansionof the listed company. China’s capital market is in constant development and improvement,and kinds of capital works emerge in an endless stream, asset restructuring as a coreactivity of capital operation, and has been subject to attention from a large number oftheoretical and practical researchers. Since the implementation of China’s stock marketapproval system in1993, a resource called "shell" began to form and quickly attracted theattention of market participants, listed qualifications owned by listed shell company ispopular hyped, whose inflated valuations also was criticized by some experts and scholars.The assets reorganization of listed companies has gradually active in capital markets, as animportant part of the listed companies–the shell company asset reorganization problem hasbecome a hot topic. Lower level of marketization of China’s capital market and stock IPOprocess is relatively complex, the shell company asset reorganization is a quick way to getthe listed qualifications. Shell companies assets reorganization have a variety of operatingmodes, each mode has its own characteristics. Under the circumstance of unlistedcompanies want to get listing qualifications, and shell companies need to escape fromdelisting risk conditions through asset reorganization, making full use of shell companiesassets reorganization can obtain win-win results. The government as a guide of the capitalmarket, and strive to continuously improve from the perspective of policy system, toregulate market behavior, and promote economic and social development.Article mainly adopts the method of normative research and case analysis to researchthe shell company asset reorganization. The article contains several parts: firstly, researchthe connotation of assets reorganization and the formation of shell companies; secondly,expounds the inevitability of shell company asset reorganization and analysis the choosing of the target shell and operation modes shell company asset reorganization; thirdly, analysisthe present situation of assets reorganization to shell companies,focuses on “decision aboutmodifying the related rules on material assets reorganization of listed companies andsupporting financing” implemented on September1,2011,research on the background ofimplementation, significance and its influence to do systematic research; Finally, selectedcase of the YANGQUAN COAL INDUSTRY(GROUP)CO.,LTD reorganized shellcompany-*ST DONGTAN, to research the background of two parties and analysis thecauses of the reorganization, representing the reorganization process, illustrated theinfluence caused by above new decision and provide recommendations, and explainsenlightenment of the case.