江淮集團(tuán)整體上市的綜合效應(yīng)分析
發(fā)布時(shí)間：2019-07-02 12:18
【摘要】：在我國證券市場發(fā)展的初期,由于市場容量小、定位不明確、會計(jì)指標(biāo)達(dá)不到上市標(biāo)準(zhǔn)等原因,多半國有企業(yè)選擇將其優(yōu)質(zhì)的資產(chǎn)或業(yè)務(wù)剝離出來進(jìn)行分拆上市。這一方法有效緩解了企業(yè)融資困難的現(xiàn)狀,也進(jìn)一步地推動(dòng)了我國證券市場的發(fā)展。但是,隨著時(shí)間的推移和證券市場的不斷完善,分拆上市帶來的上市公司與企業(yè)集團(tuán)之間不良關(guān)聯(lián)交易頻發(fā)、上市公司獨(dú)立性差、同業(yè)競爭激烈、大股東侵占小股東利益等問題逐漸顯現(xiàn)出來,成為了制約企業(yè)發(fā)展壯大的絆腳石。為了解決這些問題,企業(yè)不得不面臨改制,整體上市就在此背景之下應(yīng)運(yùn)而生。此后,越來越多的企業(yè)選擇將企業(yè)集團(tuán)中的優(yōu)質(zhì)資產(chǎn)注入到上市公司中,實(shí)現(xiàn)集團(tuán)企業(yè)的上市。2015年8月召開的十八屆三中全會也明確指出整體上市是實(shí)現(xiàn)企業(yè)混合所有制改革的有效途徑,并相繼出臺了《指導(dǎo)意見》、《關(guān)于國有企業(yè)發(fā)展混合所有制經(jīng)濟(jì)的意見》等一系列文件指導(dǎo)和推進(jìn)企業(yè)集團(tuán)整體上市,各個(gè)省份也都積極響應(yīng)這一號召,投入到企業(yè)集團(tuán)整體上市的浪潮中。在此背景之下,本文選擇了率先響應(yīng)號召的江淮集團(tuán)作為研究對象,采用理論分析與典型案例相結(jié)合的方法研究了整體上市給江淮集團(tuán)帶來哪些效應(yīng)。在文章結(jié)構(gòu)安排上,本文的第一部分簡要介紹了研究背景及研究意義,并回顧了國內(nèi)外學(xué)者關(guān)于整體上市的研究現(xiàn)狀。第二部分首先闡述了整體上市的基本含義和整體上市對于企業(yè)和證券市場發(fā)展的意義;其次總結(jié)歸納了目前整體上市的三種主要模式:換股IPO模式、換股吸收合并模式、反向并購母公司模式;再次指出企業(yè)集團(tuán)要想實(shí)現(xiàn)整體上市,要滿足三個(gè)基本條件:符合公司上市政策法規(guī)、集團(tuán)母公司資產(chǎn)質(zhì)量良好、上市資產(chǎn)與未上市資產(chǎn)關(guān)聯(lián)性強(qiáng);最后還介紹了整體上市所依據(jù)的三個(gè)基本理論。第三部分是對江淮集團(tuán)整體上市整個(gè)案例的介紹,主要從江淮集團(tuán)整體上市的背景、方案、動(dòng)機(jī)三個(gè)方面進(jìn)行闡述。在整體上市的背景介紹方面,主要圍繞并購雙方的基本情況展開。在整體上市的方案方面,從換股吸收合并的過程、換股股價(jià)、換股數(shù)量、換股前后的股權(quán)結(jié)構(gòu)變動(dòng)以及注入資產(chǎn)的情況這幾個(gè)方面展開。而在江淮集團(tuán)此次整體上市的動(dòng)因方面,本文總結(jié)出有:整合集團(tuán)資源,發(fā)揮協(xié)同效應(yīng);減少關(guān)聯(lián)交易,改善治理結(jié)構(gòu);汽車行業(yè)實(shí)現(xiàn)可持續(xù)發(fā)展的必然選擇;政府對國有制造型企業(yè)改革的推動(dòng)與支持這四個(gè)動(dòng)因。第四部分是本文的核心內(nèi)容,分析整體上市給江淮集團(tuán)帶來的綜合效應(yīng),主要從整體上市對江淮集團(tuán)的財(cái)務(wù)業(yè)績、組織效率、股東財(cái)富這三個(gè)方面的影響進(jìn)行分析,分析結(jié)果表明:整體上市擴(kuò)大了企業(yè)的資產(chǎn)規(guī)模,減少了關(guān)聯(lián)交易,完善了企業(yè)的產(chǎn)業(yè)鏈,償債能力、營運(yùn)能力、盈利能力、成長能力都得到了一定程度的提升;整體上市通過引進(jìn)戰(zhàn)略投資者和管理層直接持股激勵(lì)了員工的工作積極性,提高了企業(yè)的組織管理效率;整體上市能夠提高短期股價(jià)和每股收益,產(chǎn)生了正向的公告效應(yīng),增加了股東的短期和長期財(cái)富。第五部分是對整個(gè)案例的總結(jié)以及在此基礎(chǔ)上對于企業(yè)集團(tuán)實(shí)施整體上市提出一些建設(shè)性的建議:企業(yè)應(yīng)注重整體上市的模式、時(shí)機(jī)、擬注入資產(chǎn)的選擇;企業(yè)應(yīng)注重整體上市后的集團(tuán)資源整合,突出核心競爭力;企業(yè)應(yīng)遵守信息披露制度,保證信息披露的及時(shí)性與完整性;企業(yè)應(yīng)積極引進(jìn)戰(zhàn)略投資者助力整體上市;監(jiān)管部門應(yīng)強(qiáng)化整體上市的監(jiān)管力度,防范大股東利益輸送。
[Abstract]:In the initial stage of the development of the securities market in our country, because the market capacity is small, the positioning is unclear, the accounting index can not reach the listing standard and other reasons, most of the state-owned enterprises choose to split the high-quality assets or the business into the market. This method effectively relieves the current situation of the enterprise's financing difficulties, and further promotes the development of our country's securities market. However, with the development of the time and the continuous improvement of the securities market, the problems such as the frequent occurrence of the bad association between the listed company and the enterprise group, the poor independence of the listed company, the fierce competition between the banks, the large shareholders and the interests of the small shareholders, It has become a stumbling block to the development of the enterprise. In order to solve these problems, the enterprise has to face the reform, and the whole listing comes into being under this background. Since then, more and more enterprises choose to inject high-quality assets in the enterprise group into the listed company to realize the listing of the group enterprises. The Third Plenary Session of the 18th CPC Central Committee in August 2015 also points out that the overall listing is an effective way to realize the reform of the enterprise's mixed ownership. In addition, a series of documents, such as the Guide to the Development of State-owned Enterprises and the Economy of the Mixed Ownership of State-owned Enterprises, and the promotion of the whole listing of the enterprise group, have been introduced successively, and all the provinces have responded positively to the call and put it into the wave of the overall listing of the enterprise group. Under this background, this paper selects the first-to-call Jianghuai Group as the research object, and adopts the method of combining the theory analysis and the typical case to study the effect of the whole listing to the Jianghuai Group. In this paper, the first part of this paper briefly introduces the research background and the research significance, and reviews the current research status of the domestic and foreign scholars on the whole listing. The second part first expounds the basic meaning of the whole listing and the significance of the whole listing on the development of the enterprise and the securities market; Once again, it is pointed out that the enterprise group wants to realize the overall listing, to meet the three basic conditions: it is in accordance with the company's listed policies and regulations, the company's parent company's assets are good, the listed assets are not related to the unlisted assets, and the three basic theories on the basis of the overall listing are also introduced. The third part is the introduction of the whole case of the whole listing of Jianghuai Group, mainly from the background, the scheme and the motivation of the whole listing of Jianghuai Group. In the context of the overall listing, it is mainly about the basic situation of the two parties. In terms of the overall listing of the scheme, the share price of the stock exchange, the number of stock exchange, the change of the ownership structure before and after the stock exchange and the situation of the injection of the assets are expanded. In the light of the cause of the overall listing, this paper sums up the following: the whole group of resources, to play a synergistic effect, to reduce the related transaction, to improve the governance structure, and to realize the inevitable choice of the sustainable development of the automobile industry; The government has driven and supported the reform of state-owned modeling enterprises. The fourth part is the core content of this paper, analyzes the overall effect of the whole listing to the Jianghuai Group, and analyzes the effect of the whole listing on the financial performance, organizational efficiency and shareholder's wealth of the Jianghuai Group, and the analysis results show that: The overall listing has expanded the enterprise's asset size, reduced the related transaction, and improved the enterprise's industrial chain, the debt-paying ability, the operating ability, the profitability and the growth ability to a certain extent; The overall listing, through the introduction of strategic investors and the direct holding of the management, has stimulated the enthusiasm of the staff, and raised the organizational management efficiency of the enterprise; the overall listing can improve the short-term stock price and the earnings per share, and the positive announcement effect is generated, and the short-term and long-term wealth of the shareholders is increased. The fifth part is a summary of the whole case and some constructive suggestions on the implementation of the whole listing of the enterprise group. The enterprise should pay attention to the mode, the opportunity and the choice of the assets to be injected as a whole; the enterprise should focus on the overall listing of the group resources, The enterprise should abide by the information disclosure system to ensure the timeliness and completeness of the information disclosure; the enterprise should actively introduce the strategic investors to assist the whole listing; the regulatory authorities should strengthen the overall market surveillance and prevent the large-shareholder benefit delivery.
【學(xué)位授予單位】：江西財(cái)經(jīng)大學(xué)
【學(xué)位級別】：碩士
【學(xué)位授予年份】：2017
【分類號】：F832.51;F426.471
本文編號：2508922
[Abstract]:In the initial stage of the development of the securities market in our country, because the market capacity is small, the positioning is unclear, the accounting index can not reach the listing standard and other reasons, most of the state-owned enterprises choose to split the high-quality assets or the business into the market. This method effectively relieves the current situation of the enterprise's financing difficulties, and further promotes the development of our country's securities market. However, with the development of the time and the continuous improvement of the securities market, the problems such as the frequent occurrence of the bad association between the listed company and the enterprise group, the poor independence of the listed company, the fierce competition between the banks, the large shareholders and the interests of the small shareholders, It has become a stumbling block to the development of the enterprise. In order to solve these problems, the enterprise has to face the reform, and the whole listing comes into being under this background. Since then, more and more enterprises choose to inject high-quality assets in the enterprise group into the listed company to realize the listing of the group enterprises. The Third Plenary Session of the 18th CPC Central Committee in August 2015 also points out that the overall listing is an effective way to realize the reform of the enterprise's mixed ownership. In addition, a series of documents, such as the Guide to the Development of State-owned Enterprises and the Economy of the Mixed Ownership of State-owned Enterprises, and the promotion of the whole listing of the enterprise group, have been introduced successively, and all the provinces have responded positively to the call and put it into the wave of the overall listing of the enterprise group. Under this background, this paper selects the first-to-call Jianghuai Group as the research object, and adopts the method of combining the theory analysis and the typical case to study the effect of the whole listing to the Jianghuai Group. In this paper, the first part of this paper briefly introduces the research background and the research significance, and reviews the current research status of the domestic and foreign scholars on the whole listing. The second part first expounds the basic meaning of the whole listing and the significance of the whole listing on the development of the enterprise and the securities market; Once again, it is pointed out that the enterprise group wants to realize the overall listing, to meet the three basic conditions: it is in accordance with the company's listed policies and regulations, the company's parent company's assets are good, the listed assets are not related to the unlisted assets, and the three basic theories on the basis of the overall listing are also introduced. The third part is the introduction of the whole case of the whole listing of Jianghuai Group, mainly from the background, the scheme and the motivation of the whole listing of Jianghuai Group. In the context of the overall listing, it is mainly about the basic situation of the two parties. In terms of the overall listing of the scheme, the share price of the stock exchange, the number of stock exchange, the change of the ownership structure before and after the stock exchange and the situation of the injection of the assets are expanded. In the light of the cause of the overall listing, this paper sums up the following: the whole group of resources, to play a synergistic effect, to reduce the related transaction, to improve the governance structure, and to realize the inevitable choice of the sustainable development of the automobile industry; The government has driven and supported the reform of state-owned modeling enterprises. The fourth part is the core content of this paper, analyzes the overall effect of the whole listing to the Jianghuai Group, and analyzes the effect of the whole listing on the financial performance, organizational efficiency and shareholder's wealth of the Jianghuai Group, and the analysis results show that: The overall listing has expanded the enterprise's asset size, reduced the related transaction, and improved the enterprise's industrial chain, the debt-paying ability, the operating ability, the profitability and the growth ability to a certain extent; The overall listing, through the introduction of strategic investors and the direct holding of the management, has stimulated the enthusiasm of the staff, and raised the organizational management efficiency of the enterprise; the overall listing can improve the short-term stock price and the earnings per share, and the positive announcement effect is generated, and the short-term and long-term wealth of the shareholders is increased. The fifth part is a summary of the whole case and some constructive suggestions on the implementation of the whole listing of the enterprise group. The enterprise should pay attention to the mode, the opportunity and the choice of the assets to be injected as a whole; the enterprise should focus on the overall listing of the group resources, The enterprise should abide by the information disclosure system to ensure the timeliness and completeness of the information disclosure; the enterprise should actively introduce the strategic investors to assist the whole listing; the regulatory authorities should strengthen the overall market surveillance and prevent the large-shareholder benefit delivery.
【學(xué)位授予單位】：江西財(cái)經(jīng)大學(xué)
【學(xué)位級別】：碩士
【學(xué)位授予年份】：2017
【分類號】：F832.51;F426.471
【引證文獻(xiàn)】
相關(guān)碩士學(xué)位論文 前1條
1 錢云鵬;江淮乘用車市場定位戰(zhàn)略研究[D];華東理工大學(xué);2018年
，本文編號：2508922
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