A Study On The Application Of 'Share Swap Merge' In The Pure B-share Listed Companies

With the developing of economy and the changing of polices,domestic B share market gradually moved to 'marginalization',the basic functions of the market have largely lost.Cause of this,more and more people realised the importance of reform on B share market.Nevertheless,because of the specific particularity of B share market and the economic attribute of each enterprise itself,most B share firms are still exploiting their own reform models.In the end of 2013,Southeast Electric Power Co.Ltd tried to changed its B shares to A shares,and this innovation obviously provided a new track of thought to the whole B share market.However,the application of 'share swap merge' in the area is also a big challenge,meanwhile,the rationality and adapability of this model are still need to analyse deeply.This paper analyzes the overall situation of the B-share market by using literature research method and analyzes the application of the convertible merger in the way of exploring the B-share listed companies through the case study method.The main research results are as follows:(1)By analyzing the present situation of the B-share market and the refinancing situation of the micro-individuals,it is found that the B-share market as a whole has been plagued by the refinancing difficulties,and the individual has begun to "seek the way out";(2)From the merger of the two cases were discussed merger motive.It is found that the ultimate goal of both sides is to solve the "difficult" problem of the B-share refinancing and realize the follow-up sustainable development;(3)The paper analyzes the reasonableness of the case object exchange scheme from the setting of convertible proportion and cash option,and thinks that there is no behavior that deliberately damages the interests of minority shareholders,and the whole is reasonable;(4)The development and refinancing of Dongdian B before and after the merger are analyzed and compared,and it is found that the combination solves the problem of refinancing itself;(5)It is concluded that the external favorable policy environment,the positive market reaction and the combination of the advantages and conditions of the two parties are the indispensable conditions for the success of the merger in this case.Through the case study,this paper draws the following conclusions and inspiration:(1)B-share market is in urgent need of reform.Institutional flaws and positioning of the uncertainty leading to B-share market is gradually into the plight of refinancing;(2)Pure B-share companies in seeking a way out,it should be innovative,flexible use of various methods.Follow the "unified planning,decentralized decision-making" principle;(3)Favorable policy environment and positive market benefits can help reform implementation.