The Research On Tunneling Of SPO After Acquisition Modes Of Y Company

Since 2015,the Chinese government actively adapt and lead The New Normal,innovate the way of macro-control,and in deepening the reform of economic system,the focus of the work is on the improvement of the capital market environment.To a great extent,improved the activity of capital market in our country,promoted the development of the capital operation.Thus,the various capital operation modes have been innovated SPO after Acquisition Modes is one of the typical.Although capital operation is more and more diversified,the relevant regulatory measures are not fully supporting and effective market constraint mechanism has not yet formed.Therefore,lead to the relevant listed companies for the tunneling.This thesis aims to deeply analysis on the process,motives and effects of Y Company,which draw lessons from Principal-agent theory,Asymmetric information theory,Game theory and so on.The analysis is under the instruction of “listed companies major asset restructuring management approach”.This thesis study on whether there's any substandard behaviors,like avoidance market regulation,backdoor listing and further tunneling to listed companies behind one model of capital operation,conducting equity private placement after mergers.At the same time,the thesis dig deeply,trying to figure out the detailed operation steps,reasons and condition of these substandard behavior conducted by listed companies.At last,this paper provide with some suggestions on how to supervise this bad operation,aiming to regulate the capital market.The study finds that,the complex principal-agent relationship chain causes the partial failure of the internal governance environment,which further leads to the phenomenon of entrustment differentiation and information asymmetry and intensifies the contradiction between the major shareholders and the minority shareholders,from the perspective of theoretical analysis.The operation mode of the capital operation provides the internal breeding ground for the benefit transportation;the behavior choice of the minority shareholders group and the supervisor group,the influence of the interests of the large shareholder groups on the choice of the interests of the transfer,the small shareholders and regulators to balance the interests of large shareholders is vital.Reducing the probability of large shareholders to carry out the interests of the main path leads to reduce the reporting costs of small and medium shareholders,and the reduction of the cost of investigation and prosecution to improve the interests of major shareholders against the interests of smallshareholders and to improve the cost of large shareholders were investigated after the charges and improve the possibility of investigation success.From the perspective of case analysis,and the process and results of the case analysis on the operation of the capital operation of Company Y,and the evidence collected,the capital operation of Y Company after the acquisition is increased,and the acquisition of Company Z.The proportion of the optimal consideration,with the appropriate operating time,and through the private placement of the announcement effect and follow-up dividend payout,high transfer to the major shareholders for profit.