| The essence of "listed company + PE" buyout fund is that listed companies join hands with private equity institutions to set up industrial M&A funds.This buyout fund model was initially set up by listed companies to solve the problems of lack of M&A experience,financing difficulties and poor business integration.However,due to the late start of China’s capital market,the corresponding regulatory policies and measures have not been followed up in a timely and effective manner,and the relevant operational mechanism and management system construction are not yet sound.There are various types of risks in the five business process stages of M&A funds: establishment,fundraising,investment,management and exit,and insider trading,concept speculation and other unlawful acts occur from time to time,eventually leading to buyout funds failing to exit or becoming "zombie funds",which undermining the legitimate rights and interests of other external investors and seriously disrupting the normal trading order of the securities market.This thesis summarizes the existing theories and studies on cross-border M&A and "listed company + PE" buyout funds.By collating the research of domestic and international scholars on the "listed company + PE" M&A fund model,as well as the motivation for the application and promotion of the "listed company + PE" buyout fund,the thesis explores the positive implications of this model for the M&A activities of the acquiring companies,and analyses the possible risks that may arise in the whole buyout fund operation process and explores their causes.Secondly,a case study approach is applied,using two listed companies,Storm Group and Xiwang Food,as case studies.These two listed companies have one thing in common,that is,when preparing for cross-border M&A transactions,they both jointly set up buyout funds with domestic private equity institutions and further set up overseas SPVs through the newly established partnerships to complete the acquisition of equity in the overseas target companies.This thesis examines the cross-border M&A behaviour of the two companies in the same year using a "listed company + PE" type buyout fund.The thesis compares the external environmental risks and the internal risks based on the business processes of the buyout funds of the two listed companies in the whole M&A process,and summarises how the "listed company + PE" buyout fund model should be applied to cross-border M&A in order to The report also provides an overview of how the "listed company + PE" buyout fund model can be used to prevent risks in cross-border M&A.This thesis argues that the "listed company + PE" buyout fund has fully met the needs of the domestic capital market for M&A transactions by virtue of its exclusive and customized characteristics.However,since this model has not been practiced in China for a long time,there are still many problems in its practical application.The research of the thesis features a double case comparison study,aiming to analyse and compare the application practice of the model by two listed companies and portray the risk points of enterprises applying buyout funds for cross-border mergers and acquisitions,so as to provide reference and reference value for the future development of buyout funds and the construction of risk identification system. |