基于财务视角的金城股份破产重整效应分析

发布时间：2018-07-27 14:18

【摘要】：上市公司集中了我国的优质资产,是我国国民经济的中流砥柱,更是参与国际竞争的主力军。然而,生产经营不善、管理制度不健全、资产负债率高、偿债能力差等问题,已成为制约我国上市公司发展的关键因素。尤其是在目前我国宏观经济发展减缓的情况下,上市公司的问题日益突出。破产重整为解决上市公司的诸多问题提供了一种有效且可行的方法。目前我国濒临退市的上市公司中,绝大部分都采用破产重整的方式来自救,但是重整的结果却不尽相同,并且大多数重整完成后的上市公司并未迎来期待中的发展拐点,而是在短暂的风光之后,再次陷入困境。上市公司破产重整实施效果的差异性与不确定性成为破产重整具有争议的关键性因素。破产重整是上市公司资本运作的重要内容,也一直是各国证券市场理论研究的热点问题之一。在过去的几十年里,各国学者对上市公司破产重整进行了广泛而深入的研究。目前,我国上市公司破产重整无论从重整次数上看,还是从交易金额上看,都已经达到了一定的规模。与此同时,上市公司的重整方式也层出不穷。越来越多的ST公司选择进行重整,试图通过整合自身资源,来改善并提高业绩。但重整是否可以促进ST公司股东财富的增加,是否可以改善ST公司的财务状况,目前理论界对此并未达成共识。破产重整的实施效果涉及股东、重组方、债权人、债务人、政府甚至是社会公众的利益。成功的破产重整不仅仅使上市公司达到保壳的目的,更应该使破产重整的各参与方达到利益的均衡。那么,上市公司破产重整案件中,各个利益相关者是如何保护自身利益,同时又为达成自身目的付出了怎样的代价,他们的重整效应如何,是否实现了各方利益的均衡,值得一探究竟。破产重整的实施对于上市公司而言是“饮鸩止渴”还是“起死回生、脱胎换骨”?对于各参与方而言是“投资有道”还是“血本无归”?等等,这些问题这些都是我国上市公司和各参与方在选择是否进行破产重整时必须慎重考虑的重要问题。因此,对我国上市公司及其各参与方的破产重整效应进行研究,为上市公司破产重整的实施提供理论支持,是一个关系到我国上市公司健康发展的大问题,对规范我国资本市场的有序运行,推动我国国民经济的健康发展具有重要意义。文章将研究范围锁定在我国上市公司之一的金城股份,通过实证分析与理论分析相结合的方法,对金城股份重整前后各个利益相关者的财务效应进行详尽分析。同时,在研究方法的运用上把定性与定量研究有机地结合起来,为破产重整财务效应的研究构建了一个规范性框架。论文的研究内容主要分为五个部分：第一部分是绪论。首先,提出论文选题背景和选题意义。其次,从破产程序的选择、破产成本和破产与代理问题三个方面介绍国外研究现状；按照时间顺序将国内关于破产重整的文献进行综述。再次,介绍了文章的结构安排,并列示所采用的研究方法。最后,指出本文研究的创新点与不足。第二部分是破产重整效应理论基础。首先,对交易成本理论作了简单描述。其次,对信号传递理论做了必要说明。本部分为全文的展开提供了理论基础。第三部分是金城股份破产重整内容。首先,从公司概况和公司重大事件两个方面介绍了金城股份破产重整的背景。其次,详尽分析了金城股份破产重整的动机,认为主要原因是保留上市资格、优化资本结构和引入战略投资者。最后,从股权重整、业务重整和债务重整三个方面列示金城股份的破产重整方案,并在此基础上归纳总结出金城股份破产重整案风险较大、控制权两度易主和政府大力支持等特点。第四部分是金城股份破产重整效应。采用理论分析与实证分析相结合、定性分析与定量分析相结合的方法,基于财务视角,从债权人、股东、重组方以及公司自身四个方面,对破产重整各参与方的效应进行了全面分析。首先,从破产行为的选择、正面效应和反面效应三个方面对债权人破产重整效应进行分析,认为破产重整是债权人为了挽回一定程度的损失之下的无奈之举。其次,对股东的效应进行了分析,认为对于股东而言,破产重整避免了颗粒无收的结果,甚至会因为重整的顺利完成而获得资本溢价,特别是对于原始的大股东,在看似亏本的情况下,实则收获颇丰。再次,对重组方的效应进行分析,认为在证券市场监管日趋严苛的情况下,重组方“借壳上市”目的虽然不易实现,但是仍然可从中牟利。最后,从盈利能力、偿债能力、营运能力和发展能力四个方面对金城股份破产重整的绩效进行分析,认为破产重整的实施并未能全面改善其现状,公司未来要长久健康发展,还需今后妥善的经营与管理。第五部分是金城股份破产重整启示。结合金城股份破产重整案的特点,从加强融资监管、完善退市机制、弱化政府干预等三个方面提出提高我国上市公司重整效率的建议。
[Abstract]:The listed companies are the mainstay of our country's national economy, which are the mainstay of our national economy and the main force to participate in the international competition. However, the problems of poor production and management, unsound management system, high asset liability rate and poor solvency have become the key factors that restrict the development of the listed companies in our country. As the economic development slows down, the problem of listed companies is becoming more and more prominent. Bankruptcy reorganization provides an effective and feasible method to solve many problems of listed companies. At present, most of the listed companies on the verge of delisting in China come from the way of bankruptcy reorganization, but the results of the reorganization are not the same, and most of them are reformed. After the completion of the reorganization, the listed companies did not meet the developing inflection point of expectation, but were in a difficult situation again after a short period of view. The difference and uncertainty of the implementation effect of the listed companies' bankruptcy reorganization has become the key factor in the disputation of the bankruptcy reorganization.
Bankruptcy reorganization is an important part of the capital operation of the listed companies, and has always been one of the hot issues in the theoretical research of the securities market. In the past few decades, many scholars have carried out extensive and deep research on the bankruptcy reorganization of listed companies. At present, the reorganization of listed companies in China is not only from the number of reorganization, but also from the transaction. At the same time, it has reached a certain scale. At the same time, the reorganization of listed companies is also emerging. More and more ST companies have chosen to restructure their own resources to improve and improve their performance. But whether reorganization can promote the increase of the wealth of the shareholders of ST companies and whether it can improve the financial situation of ST companies. At present, the theoretical circle has not reached a consensus. The effect of the bankruptcy reorganization involves the interests of the shareholders, the reorganization parties, the creditors, the debtors, the government and even the public. The successful bankruptcy reorganization not only makes the listed companies achieve the purpose of protecting the shell, but also makes the parties of the bankruptcy reorganization reach the balance of interest. In the case of production reorganization, how can each stakeholder protect its own interests and pay the price for its own purpose, and how the effect of their reorganization and the balance of the interests of all parties is worth exploring. The implementation of the bankruptcy reorganization is "drinking poison to quench thirst" or "taking off death" It is an important problem that China's listed companies and participants must consider carefully when choosing whether to carry out bankruptcy and reorganization. Therefore, the research on the bankruptcy reorganization effect of Chinese listed companies and their participating parties is carried out. Providing theoretical support for the implementation of the bankruptcy reorganization of the listed companies is a big problem related to the healthy development of the listed companies in China, which is of great significance to standardizing the orderly operation of our capital market and promoting the healthy development of our national economy.
In this paper, the research scope is locked up in Jincheng stock of one of the listed companies in China. Through the combination of empirical analysis and theoretical analysis, the financial effect of each stakeholder before and after the reorganization of Jincheng is analyzed in detail. At the same time, the qualitative and quantitative research is organically combined in the application of the research method to restructure the bankruptcy. The study of financial effects has constructed a normative framework.
The research content of this paper is divided into five parts:
The first part is the introduction. First, it puts forward the background and significance of the topic. Secondly, it introduces the status of foreign research from the three aspects of the selection of bankruptcy procedures, the cost of bankruptcy and the problem of bankruptcy and agency, and summarizes the domestic literature on bankruptcy reorganization according to the time sequence. Finally, it points out the innovation and deficiency of this research.
The second part is the basis of the theory of the effect of bankruptcy reorganization. First, it gives a simple description of the transaction cost theory. Secondly, the necessary explanation is made on the theory of signal transmission. This part provides a theoretical basis for the full text.
The third part is the content of Jincheng's share bankruptcy reorganization. First, it introduces the background of Jincheng's stock bankruptcy reorganization from two aspects of the company's general situation and the major events of the company. Secondly, it analyzes the motive of the reorganization of Jincheng's shares in detail, and thinks that the main reason is to retain the listing qualification, optimize the capital structure and introduce the strategic investor. Finally, from the stock right. The reorganization, the business reorganization and the debt restructuring are listed in three aspects to show the bankruptcy reorganization plan of Jincheng stock, and on the basis of this, it summarizes and summarizes the characteristics of the large risk, the two degree of control and the strong support of the government.
The fourth part is the effect of the reorganization of Jincheng's stock. By combining the theoretical analysis with the empirical analysis, the combination of qualitative analysis and quantitative analysis, based on the financial perspective, the effects of the creditors, shareholders, reorganization parties and the company themselves are analyzed comprehensively from the four aspects of the creditor, the shareholder, the reorganization party and the company itself. First, from the bankruptcy behavior. The effect of the creditor's bankruptcy reorganization is analyzed in three aspects: the choice, the positive effect and the negative effect. The bankruptcy reorganization is the helplessness of the creditor in order to redeem a certain degree of loss. Secondly, the effect of the shareholders is analyzed. With the successful completion of the reorganization, the capital premium is obtained, especially for the original large shareholders. In the case of a seemingly loss, the restructure is very fruitful. Again, the effect of the reorganized party is analyzed. It is believed that the restructured "backdoor listing" is not easy to realize in the case of the increasingly severe supervision of the securities market, but it still can profit from it. Finally, from four aspects of profitability, solvency, operating ability and development ability, the paper analyzes the performance of Jincheng's joint stock reorganization, and believes that the implementation of the bankruptcy reorganization has failed to improve its current situation in an all-round way. The company will have a long and healthy development in the future, and it also needs proper management and management in the future.
The fifth part is the revelation of Jincheng's share bankruptcy reorganization. Combined with the characteristics of Jincheng's stock bankruptcy reorganization case, it puts forward some suggestions to improve the efficiency of the reorganization of Chinese listed companies from three aspects, such as strengthening the financing supervision, perfecting the delisting mechanism and weakening the government intervention.
【学位授予单位】：长江大学
【学位级别】：硕士
【学位授予年份】：2014
【分类号】：F426.83;F271;F406.7

【参考文献】