A Study On Tunneling M&A Motivation And Performance Of Local State-owned Holding Listed Companies

Mergers and acquisitions of enterprises has always been one of the hot topics discussed in the academic circle of our country.In the developing course of state holding listed companies of our country after detailed analysis,this paper argues that the local state-owned listed companies exist governance characteristics of government intervention,and based on the mechanism of government intervention effect on company mergers and acquisitions theory analysis,on the basis of local state-owned listed companies in China put forward "support" and "empty" motivation of M&A.Taking Shanmeiguoji as an example,this paper discusses the complete chain of "momentum","support" and "hollowed out" in multiple mergers and acquisitions.This paper begins with the analysis of the merger and reorganization wave of coal industry in Shanxi Province,and considers that this wave is the preparatory stage of "supporting" and "hollowing out" in the later international M&A of Shanmeiguoji.Then this article from the injection of assets quality,directional issuance way choice,the choice of price setting and merger and acquisition timing of mountain coal international reverse takeover in 2009 compared with 2011 mergers and acquisitions on the motivation,and from two aspects of market performance and financial performance on the performance comparison,think 2009 effect of injection of assets for the "support" in reverse mergers,corresponding to inject assets M&A in 2011 as a "hollowing out" effect;Finally,draw the conclusion and put forward the reasonable policy proposal.Based on the case study of Shanmeiguoji,the findings are as follows :(1)Shanmeijituan merged and reorganized a large number of small and medium-sized coal mines in the merger and reorganization wave of coal industry in Shanxi Province,thus paving the way for "supporting" and "hollowing out" behavior of Shanmeiguoji in the future.(2)in the backdoor listing in 2009,in order to gain the recognition of the capital market and keep the operation standard,Shanxi state-owned assets supervision and administration commission and Shanmeijituan injected high-quality assets into Shanmeiguoji and implemented the "hand supported by the government";At the same time,Shandong coal group increased its stake from 39.75 percent to 75.9 percent.(3)in the 2011 merger and acquisition,Shanmeiguoji raised funds to purchase a large number of inferior assets acquired from Shanmeijituan in the wave of coal industry restructuring in Shanxi Province;At the same time,the mountain coal group's shareholding ratio from 75.90% to 57.41%.In this merger,Shanxi state-owned assets supervision and administration commission,Shanmeijituan,the company's management and institutional investors conspired to hollow out Shanmeiguoji through the "hollow hand of the government",resulting in a certain degree of decline in its market performance and financial performance.(4)through the analysis of the whole chain of momentum-support-hollowing M&A,this paper proposes reasonable measures to prevent and avoid,promote the rational allocation of capital market resources and promote the rapid and healthy development of capital market.