| Since the emergence of "listed company + PE" merger and acquisition fund,it has played an important role in the merger and reorganization of enterprises.As an emerging private equity investment fund,"listed company + PE" merger and acquisition fund has become a model for research and learning of many private equity investment institutions and listed companies.In February 2017,the China Securities Regulatory Commission announced that the new regulations on refinancing will be limited to the scale of increase,making it impossible for listed companies to use the funds raised during the subsequent period to increase the amount of funds raised to replace the previous purchase funds.Therefore,the "listed company + PE" type merger model may be a better alternative.Under the "Public Corporation + PE" M&A model,a listed company or its controlling shareholder usually establishes a subsidiary jointly with an external financial investor,and the subsidiary invests in the acquisition of the target,which enables the listed company to "lock in" the M&A target in vitro.,to ease the financial pressure on listed companies."Public company + PE" mergers and acquisitions funds broaden the company’s financing channels,while providing a stable exit channel for investment projects in mergers and acquisitions fund,attractive to the capital side.In addition,it is also possible to lock out high-quality targets outside the listed companies in advance,perform professional restructuring and transformation of the targets,improve their operations,and reduce the problem of loading the listed companies later.However,improper monitoring of M&A funds may create problems such as insider trading and stock price manipulation.Therefore,we must study the operation mode of M&A funds and formulate relevant policies so that they can play their due role in the capital market and the macro economy.The article is based on Sunbird Holdings’ joint research with multiple PE acquisitions of Yaguang Electronics as the research object,through the controlling shareholder of the listed company to set up mergers and acquisitions funds to resolve the pressure on M&A funds;the acquisition of Haifei New Materials,a subsidiary of the M&A fund,as the main bid entity.Successfully transferred the auction uncertainty to Haifei New Materials;adjusted the capital contribution ratio of funders in M&A funds,stabilized the control rights of listed companies and other advantages of M&A funds,analyzed the superiority and problems of its merger and acquisition model,and standardized mergers and acquisitions.The fund made reasonable recommendations. |