The Actual Controller Under The Cover Of The "merger And Reorganization" Signal Of Listed Companies On The ChiNext Chooses The Opportunity To Reduce Their Holdings

With the lifting of the restrictions on the sale of GEM shares,large shareholders and executives frequently reduce their holdings,because the issue of GEM shares itself has the characteristics of "three high".However,the huge fluctuations in the performance of GEM companies,the need to optimize the governance structure,and the unsustainable high growth of some GEM listed companies are also the reasons for the reduction.The motivation of the insiders of GEM listed companies,including large shareholders and executives,to choose to reduce their holdings and what signals they send to the market,what kind of feedback they give to the market and investors,whether they use more information they have in the process to choose opportunities to reduce holdings,and the economic consequences of large-scale reduction have always been concerned by scholars and small and medium-sized investors.Problem.Sometimes the actual controller of a listed company is not necessarily the shareholder of the enterprise,but it decides the behavior of the listed company by signing agreements,investing or other arrangements,and becomes the actual controller of the enterprise.This paper discusses in detail the reasons for the reduction of the actual controllers of GEM listed companies: the valuation level of listed companies,future development capacity,policy factors and the reduction and arbitrage for profit purposes.When choosing the timing of reduction,the actual controllers of enterprises will release insider information and manipulate the time point of information disclosure to raise the stock price and mitigate the impact of stock disasters,so as to obtain rich profits.After the reduction,the actual controllers send more positive news to the market by transmitting different information to investors at the same time to reduce the negative impact of the reduction,thus showing more positive economic consequences.Jiangsu Province is an intensive province of forging machinery industry.The output of forging machinery products accounts for about 30% of the country's total.The forging machinery industry has formed a huge economic plate in Jiangsu Province.Taking Zitian Science and Technology,a representative enterprise of forging industry in Jiangsu Province,as an example,this paper expounds the process of the reduction of the actual controller of Zitian Science and Technology,the motivation of the reduction of the actual controller of listed companies,the timing of the selection,the economic consequences of the reduction,and the regulatory problems reflected in the case.According to the analysis,it is concluded that Guo Qing's reduction is for the purpose of cash flow on the one hand,and for the change of macro environment,business performance and strategic objectives on the otherhand,he chooses to introduce strategic investors.From the point of view of the timing of reduction,Guo Qing avoided several rounds of decline through suspension of trading during the period of serious stock market disaster,and cooperated with reduction by controlling the release time of "M&A and restructuring" signal to obtain high cash receipts.In view of the economic consequences of the reduction,the positive effect of the "M&A and restructuring" signal in the short term has weakened the negative effect of the reduction to a certain extent.Further suggestions are put forward: as far as the internal governance of listed companies is concerned,improving internal governance and establishing checks and balances mechanism will increase the cost of illegal reduction of large shareholders;as far as the external market is concerned,establishing and perfecting preventive policies,strengthening supervision of information disclosure,reducing the cover-up of information asymmetry to the intention of actual controllers to reduce holding,improving the risk judgment ability of small and medium shareholders,and increasing the irregularity of reduction arbitrage.This will ensure the fair,orderly and healthy operation of the securities market.