Investigating The Violation Of Information Disclosure In Longwei Media's Merger And Acquisition Of Wanjia Culture

"Fairness,justice and openness" are the basic principles for the operation of Chinese securities market.The principle of disclosure is at the core.The principle of disclosure stipulates that information disclosure obligors must disclose information related to securities in accordance with the requirements of truth,accuracy,completeness and timeliness.With the development of the securities market,the form of securities trading has become more and more diverse,and corporate mergers and acquisitions have become a common behavior of capital operation.Mergers and acquisitions can help companies expand production and are major activities that are not routine.After the successful merger and acquisition of a company,its business scope and capital structure may undergo major changes.Since mergers and acquisitions usually have a significant impact on the value of the company,stock prices that are significantly affected by the valuation of the company will fluctuate significantly.Chinese securities market becomes more and more mature and the forms of corporate mergers and acquisitions will be more diverse.Acquisitions such as agreement acquisitions,tender offers,and leveraged buyouts are becoming more and more familiar to investors.However,the accompanying violations of M&A information disclosure by listed companies have been repeatedly prohibited.Moreover,compared with the general information disclosure violations of enterprises,the information disclosure violations that occur during the merger and acquisition process of listed companies often have a wide range of influences,and the amount involved is huge,which will bring deeper harm to investors.Leveraged buyouts,especially high leveraged buyouts,often bring uncertainty to listed companies and related stakeholders.Once the acquisition fails,there will be a series of collateral effects on listed companies and investors.In 2016,the chairman of the China Securities Regulatory Commission stressed the need to control the behavior of the shell in the market and reduce the leverage ratio.This reflects the determination of the relevant departments to strictly monitor capital operations.The supervision of M&A information disclosure of listed companies is the core of M&A supervision of listed companies.Longwei Media acquired the Wanjia Culture with 51 times of high leverage at the end of 2016,and there were major information disclosure violations,which can be said to be “top wind crimes”.It has a major impact on the securities market.The trading of securities products is based on the flow of information,and sufficient information is a prerequisite for investors to make correct decisions.A sound information disclosure system is the basic guarantee for protecting the interests of investors,preventing securities fraud and improving market efficiency.Longwei Media's merger and acquisition of 10,000 cultural information disclosure cases represent typical problems such as “star capital”,insider trading,buying shells and selling shells in the securities market,analyzing the causes of information disclosure violations,and obtaining information on corporate mergers and acquisitions.The experience of disclosure quality is of great significance to the standard development of China's securities market and the protection of investor interests.In the first chapter,the paper introduces the background and significance of the selection and acquisition of information disclosure violations,and summarizes the domestic and international research on the factors affecting the quality of information disclosure,the causes of information disclosure violations,and the disclosure of corporate mergers and acquisitions.At the same time,the ideas and methods of this paper are expounded.In the second chapter,this paper summarizes the theory of corporate M&A information disclosure,and discusses the concepts related to information disclosure violations,including the meaning of information disclosure,the main content of corporate information disclosure and the basic principles of information disclosure.Subsequently,this paper introduces the evolution of the basic system of M&A information disclosure in China,the current specific system and the responsibility for violations.Finally,the basic theories involved in information disclosure violations are discussed,including information asymmetry theory,fraud triangle theory,principal-agent theory and signal transmission theory.The third chapter first reviews the specific process of the selected cases,and then introduces the two companies involved in the case of equity structure,actual controller,main business and historical development-Longwei Media and Wanjia Culture.Finally,this paper analyzes the adverse effects of information disclosure violations on the development of the company itself,investors and the securities market.The fourth chapter analyzes the reasons for the violation of information disclosure in this case.It is mainly analyzed from three aspects: Longwei Media,Wanjia Culture and external supervision.The Wanjia culture is mainly due to the ownership structure.Longwei Media is due to the lack of effective corporate governance and the intention to obtain listing qualifications.The external is analyzed from three aspects: regulatory level,intermediary and investor.Finally,based on the lessons learned from the case study,this paper proposes solutions to improve the quality of M&A information disclosure of listed companies.Mainly: strengthen the supervision of the main body of information disclosure,increase the legal responsibility for information disclosure violations,improve the self-monitoring and restraining ability of enterprises,strengthen the translucent information disclosure of leveraged shells,and comprehensively use all forces to conduct all-round supervision.Based on the information disclosure violations,this paper analyzes the reasons for the occurrence of information disclosure violations in Longwei Media's merger and acquisition of Wanjia culture,draws conclusions and enlightenment,and then proposes how to avoid similar violations in the process of mergers and acquisitions,hoping to improve The quality of M&A information disclosure in China's enterprises has helped.