| M&A is an important way for listed companies to improve their resource integration ability,strengthen management quality and efficiency,and consolidate the competitiveness.Especially for the companies in the STAR Market,the related enterprises and industries will further develop and grow through synergy.Therefore,the M&A activities in the STAR Market should be effectively supervised.The supervisory layer should not only "stop a bad M&A",but also "ask for a good reorganization" to help improve the quality of enterprises in the STAR Market.In November,2019,the Audit Rules of Major Asset Restructuring of the STAR Market Listed Companies of Shanghai Stock Exchange officially landed.In June,2021,the rules were revised to further optimize the process and standard of M&A audit.As a kind of non-administrative punishment supervision,the inquiry letter issued by the stock exchange reveals the doubts of restructuring,focuses on risks and urges listed companies to improve their information disclosure,which is an important supervision means in the process of M&A of listed companies.In 2018,the front-line supervision status of the exchange was established,and the supervision through the effective system of inquiry letter was constantly strengthened.Inquiry letter has become an indispensable and important supervision tool of the capital market.So,which kind of role can inquiry letters play in the STAR Market? How will it affect the market,enterprises and the public differently? Therefore,this paper aims to make a detailed study on the supervisory effect of inquiry letter in the merger and reorganization of enterprises in science and technology innovation board.Taking HYC Technology’s M&A in the STAR Market as the case study object,firstly,from the five theories of market timing,public interest,information asymmetry,signal transmission,reputation constraint,this paper analyzes the possible mechanism of inquiry letter on enterprise M&A.Secondly,it explains the institutional background and market situation of reorganization in the STAR Market in detail,lists the special requirements of M&A rules in the STAR Market,makes descriptive statistics on the distribution of inquiry letters of the exchange,and sums up the focal points of reorganization inquiry in the STAR Market.Finally,combined with the theoretical analysis framework,it comprehensively studies the direct and indirect supervision effects of the inquiry letter of M&A received by the case company.It is found that,in the aspect of direct supervision effect,the "inquiry-reply" mechanism directly improves the degree of disclosure of related information such as M&A target,goodwill,performance commitment and synergy effect,and also urges the company to revise and improve the M&A scheme.In the aspect of indirect supervision effect,the inquiry letter makes the stock price and excess return rate of listed companies fluctuate,causing negative market reaction and increasing the attention and discussion of media and society.Finally,this paper summarizes the inquiry characteristics of M&A in the STAR Market.It is mainly reflected in strict "prior" supervision,comprehensive "root-searching" inquiry and focused inquiry,but there are also some shortcomings such as slightly lengthy inquiry,lack of authority and long-term nature,how to choose and balance compliance and value orientation,etc.From the perspectives of regulatory authorities,science and technology enterprises,intermediaries and the media public,this paper puts forward some feasible suggestions on improving the supervision level of inquiry letters and regulating the merger and reorganization activities of enterprises in the STAR Market. |
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