Operational Mechanism Of "Listed Company Controlling Shareholder + PE" Model In Industrial Mergers And Acquisitions

Since the implementation of the 13th Five Year Plan,China has continuously deepened the supply side structural reform,and gradually increased industrial concentration by integrating high-quality resources and eliminating outdated production capacity;At the same time,the State Council,CSRC and other regulatory agencies continue to issue relevant documents on enterprise mergers and acquisitions,"encouraging market-oriented mergers and acquisitions.".Under the guidance of dual policies,China’s capital market has witnessed a wave of mergers and acquisitions since 2015.As an important role in economic market M&A,listed companies are limited by capital reserves and financing channels in the process of M&A,so the financial instrument "industry M&A fund" has become one of their important choices.The industrial M&A fund was introduced from abroad,but limited by economic system,market maturity,professional managers and other factors,it is a "listed company+private equity investment(hereinafter referred to as" PE ")cooperation mode in China.Specifically,the listed company is mainly responsible for the management and operation of M&A targets,PE almost only needs to fulfill its investment obligations or participate in some operations(the extent and scope of the operations are limited),and the two have a clear division of labor and depend on each other.This is different from the fund model of foreign PE holding M&A target and self operating management.Comparatively speaking,in the establishment of domestic M&A funds,the discourse power of listed companies has been significantly improved.On the basis of the Chinese local characteristic model "listed companies+PE",China has further developed the "listed companies and their affiliates+PE" model.Some listed companies have creatively joined the role of "controlling shareholders" in the process of cooperation with PE,forming the "controlling shareholders+PE" model,which has avoided many risks for listed companies.However,the existing literature mostly focuses on the research of "listed companies+PE",or only classifies "controlling shareholders+PE of listed companies" as "listed companies and their related parties+PE" without specific analysis.It can be seen that "controlling shareholders+PE of listed companies" still has a gap in theory and has not kept pace with the application of the practice.Based on the above research status,it is of great significance to explore the "controlling shareholders+PE" model with Chinese characteristics.This paper selects Hengyi Petrochemical Co.,Ltd.(hereinafter referred to as "Hengyi Petrochemical")and its controlling shareholder Zhejiang Hengyi Group Co.,Ltd.(hereinafter referred to as "Hengyi Group")as the research objects,obtains first-hand data through field research and interviews,and focuses on the following research:(1)Explore the operating mechanism of "controlling shareholder+PE of listed companies".By coding and analyzing the case data,this paper reveals the progressive process of "application premise-operation mode-result presentation" from the perspective of listed companies and their controlling shareholders,constructs the "SSR-S" model,and expounds the multiple situational resultant force(Situation),standard requirements for participants(Standard),responsibility behavior division(Responsibility),and the sustainability from controlling shareholders(Sustain).(2)Compare "controlling shareholders of listed companies+PE" with "listed companies+PE",and analyze the specific differences after the participation of controlling shareholders.(3)Summarize the enlightenment of "controlling shareholders+PE of listed companies" mode on different subjects such as enterprise groups(including controlling shareholders and listed companies),PE parties,regulators,etc.Finally,this paper draws the following conclusions:(1)It constructs the relevant model of the operating mechanism of "controlling shareholders+PE of listed companies".In the context of the joint force of multiple scenarios,the four stages of "raising investment,management and withdrawal" will put forward different requirements and assign different responsibilities to different participants,which complement each other.With the support of scenario synergy,standard requirements and responsible behaviors,the "controlling shareholders of listed companies+PE" model finally achieves the unique effect of "controlling shareholders are the listed companies and PE interests are the foundation".(2)The difference between "controlling shareholders of listed companies+PE" and "listed companies+PE" is mainly reflected in enterprise groups.From the perspective of listed companies,the participation of controlling shareholders has avoided risks such as asset delivery,recovery of production,and asset defects,and has also strived to maintain the stability of controlling rights and lock in future stock price spreads.The main contributions of this paper are as follows:(1)The SSR-S model constructed after analysis is helpful to enrich the research on corporate governance,M&A,M&A fund operation,etc.(2)This study is helpful for practitioners to understand "controlling shareholders+PE of listed companies" from the theoretical level,and help relevant companies to judge whether it is appropriate to use and how to use this model for operation.(3)It is helpful to improve relevant supervision,such as building the M&A fund industry association and fund evaluation system;Improve the financial intermediary system to assist the next development of the "controlling shareholders of listed companies+PE" model.