| Spin-off listings have been widely used in foreign capital markets as early as the 1990 s,but my country’s domestic spin-off listings started late and developed relatively slowly.There are not many cases of successful spin-offs of state-owned enterprises,most of which are concentrated on Chi Next and Hong Kong stocks.markets and overseas markets.In recent years,with the establishment of the Science and Technology Innovation Board,the mixed ownership reform of state-owned enterprises has accelerated.The SASAC calls on listed companies to spin off business sectors with strong technological innovation capabilities and good growth potential to list on the Science and Technology Innovation Board.Following the release of several regulations on spin-off and listing by the China Securities Regulatory Commission in 2019,the upsurge of spin-off and listing has set off in a short period of time.More and more companies intend to divest non-nuclear businesses through spin-off and listing,and improve the negative synergies brought about by diversified operations.Increase the corporate value of parent and subsidiary companies.This article adopts the case study method and selects China Railway Construction Co.,Ltd.as the case study object.China Railway Construction Co.,Ltd.is the first state-owned enterprise in China to have both A-share and H-share spin-off and listing experiences.Its two spin-off experiences are of great research value.Starting from the basic situation of the parent and subsidiary companies in the case,this paper combines the theory of information asymmetry,management incentive theory,financing strategy theory,and business focus theory to analyze the motivations of the two spin-offs before and after the listing,and makes a comparative analysis of the motivations for the two spin-offs.Next,in view of the above-mentioned motivations,the economic impact of the spin-off and listing on the parent and subsidiary was analyzed in combination with the market performance indicators and financial performance indicators of the two spin-off listings,and combined with the non-financial performance indicators of corporate governance,investment and financing,and financial performance.Management incentives,R&D innovation and other aspects are supplemented for analysis.Whether the spin-off and listing can improve the negative synergies brought about by diversification and expansion,whether it can enhance the value of the companies on both sides of the spin-off,whether it can bring positive market feedback,and how to analyze the spin-off and listing comprehensively and accurately The impact of the system,which performance indicators should be combined,etc.,will be further answered.In terms of spin-off motivation,it is found that :(1)The motivations for the first spin-off and listing are: reducing information asymmetry and promoting reasonable valuation;returning to core business and enhance company value;expanding financing channels and obtaining financial support;expanding overseas markets.(2)The reasons for the second spin-off of China Railway Construction Corporation are:boosting the development of the core business of high-end intelligent equipment manufacturing;enhancing innovation strength and R&D capabilities;responding to national policies and boosting the development of state-owned enterprises;obtaining financial support and improving corporate governance.In terms of value creation,it is found that :(1)As far as the parent company is concerned,the spin-off and listing will increase the excess cumulative return,increase the company’s market value,and focus on its business.(2)As far as CRCC equipment is concerned,in the short term,the spin-off has improved the solvency of the company and opened up overseas markets,but in the long run,the market value of the company has not been improved,and the company’s operating ability and profitability have not been improved.meet deadline.(3)As far as CRCC is concerned,the spin-off and listing has improved the company’s profitability and hematopoietic capacity in the short term,and greatly improved the level of R&D and innovation,but the management incentive mechanism needs to be further improved.Finally,through the analysis of the reasons for the spin-off of CRCC and the corresponding performance,some development suggestions are summarized for other enterprises with the intention of spin-off:(1)Enterprises should improve the efficiency of capital utilization and actively carry out investment and financing business.(2)Enterprises should focus on improving the management incentive mechanism and strengthening corporate governance.(3)Diversified state-owned enterprises may consider spinning off their technologically innovative subsidiaries.(4)Enterprises should reasonably choose the location for spin-off and listing. |
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