Study On The Motivation And Effectiveness Of Holistic Listing Of CECL In A Share Swap And Absorption Merger From The Perspective Of Horizontal Competition Avoidance

The development of China’s capital market has provided important opportunities for businesses to obtain financing,but it has also brought about the issue of intraindustry competition.On one hand,during the initial stage of capital market establishment,the limitation on the number of listed companies has led many enterprises to choose to list by divesting their high-quality assets,resulting in phenomena of homogeneous competition.On the other hand,as state-owned enterprises undergo strategic restructuring and economic layout adjustments,there is an increasing number of mergers between central enterprise groups and local state-owned enterprises,causing overlapping business activities between listed companies an d their major shareholders and competitors,thereby passively giving rise to intra-industry competition.Intra-industry competition not only poses operational challenges for enterprises but also hinders processes such as refinancing,acquisitions,and major asset restructuring for listed companies.Overall listing is an important approach to address the issue of intra-industry competition,as it involves further integration of equity,improvement and consolidation of internal industrial chains within enterprises,elimination of intra-industry competition,enhancement of the responsiveness and flexibility of industrial chains,reduction of operational risks and costs,and improvement of overall market competitiveness,thereby achieving sustainable development goals.In 2022,China Listed Companies Association named China Energy Construction’s share swap and merger with Gezhouba as one of the "classic cases of overall listing in capital market" in the past ten years.This paper combines relevant theories,based on the current market situation and policy background of the overall listing,and selects China Energy Construction’s absorption and merger with Gezhouba as the object of study from the perspective of interbank competition avoidance to conduct a specific case study,mainly including the situation of interbank competition,the motivation of the absorption and merger of the overall listing,the share swap absorption and merger of the overall listing scheme and the effect of four aspects.The following conclusions are drawn:Firstly,the motivation for the overall listing of China Energy Construction under the perspective of interbank competition avoidance is the undervaluation of shares in the Hong Kong stock market and the willingness to return to A-shares due to the reform measures of state-owned enterprises,business synergy and industrial chain optimization,and the need to fulfill the commitment of interbank competition agreement on time.Secondly,the design of the scheme of share swap and absorption of Gezhouba for the overall listing of China Energy Construction is reasonable.Thirdly,the effects of the overall listing of China Energy Construction in exchange for shares and absorption of Gezhouba after resolving the issue of interbank competition are specified,including eliminating potential interbank competition,enhancing brand value and core competitiveness,giving full play to synergies,optimizing the company’s shareholding structure,strengthening the control of subsidiaries,utilizing the A-share market for capital operation,improving stock prices,etc.Finally,corresponding recommendations are made based on the previous analysis.