| In recent years,with the development of my country’s social economy and changes in market policies,my country’s B-share capital flow market has gradually been "marginalized",and the function of the market has gradually failed down.In the meantime,the demands and acclaims for B-share system reform It is getting higher and higher.Because of the particularity of the B-share market and the economic characteristics of various companies,most B-share companies are still exploring their own reform and entrepreneurial models.At present,most B-share companies have withdrawn from B-shares through share swaps,absorption and mergers.The rationality of the share swap plan and the suitability of this model for B shares still need to be discussed in depth.In the course of stock swaps and mergers,All kinds of risk that may contribute to transaction failure,which may be happened.If both bargainers to the merger and acquisition are part of the same controller,the risks caused by asymmetry information can be effectively reduced.In addition,share swap merger have attracted the favor of enterprises due to its unique program design and financial risk control functions.Based on domestic and foreign mergers and acquisitions,the key to promoting B-share reform lies in the major shareholders of affiliated companies,that is,major shareholders who are willing to handle the matter.Guangdong Guanhao High-Tech Co.,Ltd.absorb merged Foshan Huaxin Packaging Co.,Ltd.through share swap merger that also focused on the above core,further expanding the scope of application.From the perspective of this plan,the main shareholder of Guangdong Guanhao High-Tech Co.,Ltd.is China Paper Investment Co.,Ltd.,and the main shareholder of Foshan Huaxin Packaging Co.,Ltd.is Foshan Huaxin Development Co.,Ltd.,which is a subsidiary of China Paper Investment Holdings.Obviously,the deal of Guangdong Guanhao High-Tech Co.,Ltd.’s share swap and merger of Foshan Huaxin Packaging Co.,Ltd.is no longer carried out at the same major shareholder level,but at a higher level of actual controller level.This transaction will undoubtedly provide a broader vision for the conversion of B shares into A shares.The article first collates the literature and related concepts of stock-for-stock merger and B shares,and describes the basic situation of both parties to the merger.Secondly,analyze the entire case from the perspectives of the exchange model,the motivation of the merger,the rationality and advantages of the merger and acquisition,and the protection of related stakeholders.In terms of motivation,it not only solves the historical problems of B shares,but also improves the financing of Foshan Huaxin Packaging Co.,Ltd..Channels,and then achieve coordinated development,and promote the continuous development of an international paper group with a leading market position;in terms of the rationality of the plan,the rationality of the conversion ratio,the conversion price,the cash option and the right to request for acquisition were analyzed and found to be reasonable.All terms are in line with the interests of all parties,and the settings are reasonable;in the analysis of the advantages brought by stock-for-stock merger,it is found that the merger has improved synergies,the optimization of the equity structure and the short-term increase in stock price.It is hoped that through this case analysis,it can bring valuable guidance and reference for more B-share companies seeking a way out. |
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