| It has been 25 years since the creation of the B-share market at the end of 1991.Due to small scale,spotty listed companies,unclear market positioning and other congenital problems,compared with A-share,H-share and other overseas financing channels for listed companies,the financing capacity of the B-share market has been basically lost.Currently China is in a stage of rapid economic development and the market competition is intense.To achieve company development,the listed companies in the B-share market are in urgent need to open new financing channels.As the B-share market lacks the financing functions,especially for the real estate,infrastructure project and public utilities and other heavy assets enterprises listed in the B-share market,their financing needs are urgent,and their desire to transfer to other share market is strong.Therefore,the leftover problems of the B-share market have formed a serious obstacle to these enterprises.After the glory and ups and downs,currently the B-share market is in a poor state and is on the cusp of reform.The reform demand of B share is very urgent,there are many different voices in the reform,so only to explore a correct one which meets the development needs of China’s capital market,the practical significance of the new path in order to solve the future B shares,play a key guiding role on solve the problem of B shares in the future.With the case of the merger of shanghai yang sun investment co,.Ltd by Shanghai Smi Holding Co.,Ltd as the object of study,this thesis first introduced the research background and significance,reviewed the literature on stock swap absorption merger at home and abroad,briefly introduced the innovation of this thesis,and explored the relevant issues of stock swap absorption merger and spin-off listing.Secondly,this thesis introduced the background of both companies and the purpose of the merger and the merger plan in details.The difference between the plan and other existing B-share reform plans is the creation of the first " A + B " to " A + A " model in the capital market.Therefore,it is known as a "great and unprecedented" reorganization.In the specific research,this thesis carries out the analysis from the cause of stock swap adsorption merger,the equity and business structure before and after the merger,the rationality of stock swap price and the use of four methods to calculate the stock swap ratio,the rationality of the cash option and the use of European call option to study its intrinsic value and other aspects;secondly,it analyzes the short-termmarket reaction based on the event study method and K-line chart perspective.This thesis made an in-depth analysis of the merger of shanghai yang sun investment co,.Ltd by Shanghai Smi Holding Co.,Ltd,and then studied the feasibility of solving the leftover problems of the B-share market through the model of first A-share swap absorption merger of B-share and then spin-off listing,and finally got the revelation and conclusions.This stock swap absorption merger is of significant reference for the reform of B-share listed companies in the future and can be promoted as a kind of operational paradigm.It can also play a certain role in guiding the reform in the B-share market in the future. |
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