Research On The Application Of "Three-Party Trading" Mode In Enterprise Mergers And Acquisitions

In recent years,San Aifu has been affected by the economic downturn in the chemical industry.It has suffered losses for two consecutive years.It was issued a warning to suspend the listing by the Shanghai Stock Exchange.Under pressure,San Aifu is eager to seek new profit growth points.Therefore,San Aifu Choosing mergers and acquisitions,cross-border mergers and acquisitions of Aowia and its controlling shareholder Shanghai Huayi intend to transfer shares to China Wenfa,which will become the new controlling shareholder of San Aifu.On August 5,2016,San Aifu,Shanghai Huayi,and China Wenfa announced the "Significant Asset Restructuring Framework Agreement".After three inquiries from the CSRC and several revisions to the trading plan,San Aifu successfully resumed trading.The merger and reorganization was basically successful.This paper mainly analyzes the three-party trading model used in the case of San Ai Fu merger and acquisition.Combining the case,the paper analyzes the application of three-party trading mode in enterprise mergers and acquisitions through three aspects:transaction mode,payment method and legal compliance,and also summed up the similarity of the three-party trading model.It also analyzes the stability of control rights after the merger and reorganization of San Aifu and a series of measures to maintain the stability of control.This paper combines literature research with case study,and based on the existing literature research,combined with the relevant merger and acquisition reorganization theory,the in-depth analysis and research on the three-party transaction method selected by San Ai Fu merger and acquisition.Through analysis,this paper summarizes the advantages of short-term merger and acquisition period and low risk in tripartite transactions.But it also has the disadvantage of high requirements for mergers and acquisitions.At the same time,it also summarizes the main experiences of the success of San Aifu’s mergers and acquisitions.First,pay attention to regulatory trends and trends;second,choose third-party enterprises with strong capital background;third,cross-border restructuring to prioritize industries with national plans;fourth,choose the most suitable trading model according to motivation and purpose;Policies and regulations for innovation in mergers and acquisitions programs.Also,it is necessary to limit the issue of surprise stocks before the merger,avoiding the intention to evade performance commitments and arbitrage problems.It is also necessary to strengthen supervision of the companies that want to follow suit,in case of blindly emulating speculative profits.The conclusion of this paper on the full analysis of the merger and reorganization of San Aifu is the enrichment and expansion of the case study of mergers and acquisitions.Through the analysis of the successful experience of San Ai Fu mergers and acquisitions,it provides experience and reference for the mergers and acquisitions of listed companies,especially state-owned enterprises.Also,It has a certain practical significance.