江淮集团整体上市的综合效应分析
发布时间：2019-07-02 12:18
【摘要】：在我国证券市场发展的初期,由于市场容量小、定位不明确、会计指标达不到上市标准等原因,多半国有企业选择将其优质的资产或业务剥离出来进行分拆上市。这一方法有效缓解了企业融资困难的现状,也进一步地推动了我国证券市场的发展。但是,随着时间的推移和证券市场的不断完善,分拆上市带来的上市公司与企业集团之间不良关联交易频发、上市公司独立性差、同业竞争激烈、大股东侵占小股东利益等问题逐渐显现出来,成为了制约企业发展壮大的绊脚石。为了解决这些问题,企业不得不面临改制,整体上市就在此背景之下应运而生。此后,越来越多的企业选择将企业集团中的优质资产注入到上市公司中,实现集团企业的上市。2015年8月召开的十八届三中全会也明确指出整体上市是实现企业混合所有制改革的有效途径,并相继出台了《指导意见》、《关于国有企业发展混合所有制经济的意见》等一系列文件指导和推进企业集团整体上市,各个省份也都积极响应这一号召,投入到企业集团整体上市的浪潮中。在此背景之下,本文选择了率先响应号召的江淮集团作为研究对象,采用理论分析与典型案例相结合的方法研究了整体上市给江淮集团带来哪些效应。在文章结构安排上,本文的第一部分简要介绍了研究背景及研究意义,并回顾了国内外学者关于整体上市的研究现状。第二部分首先阐述了整体上市的基本含义和整体上市对于企业和证券市场发展的意义;其次总结归纳了目前整体上市的三种主要模式:换股IPO模式、换股吸收合并模式、反向并购母公司模式;再次指出企业集团要想实现整体上市,要满足三个基本条件:符合公司上市政策法规、集团母公司资产质量良好、上市资产与未上市资产关联性强;最后还介绍了整体上市所依据的三个基本理论。第三部分是对江淮集团整体上市整个案例的介绍,主要从江淮集团整体上市的背景、方案、动机三个方面进行阐述。在整体上市的背景介绍方面,主要围绕并购双方的基本情况展开。在整体上市的方案方面,从换股吸收合并的过程、换股股价、换股数量、换股前后的股权结构变动以及注入资产的情况这几个方面展开。而在江淮集团此次整体上市的动因方面,本文总结出有:整合集团资源,发挥协同效应;减少关联交易,改善治理结构;汽车行业实现可持续发展的必然选择;政府对国有制造型企业改革的推动与支持这四个动因。第四部分是本文的核心内容,分析整体上市给江淮集团带来的综合效应,主要从整体上市对江淮集团的财务业绩、组织效率、股东财富这三个方面的影响进行分析,分析结果表明:整体上市扩大了企业的资产规模,减少了关联交易,完善了企业的产业链,偿债能力、营运能力、盈利能力、成长能力都得到了一定程度的提升;整体上市通过引进战略投资者和管理层直接持股激励了员工的工作积极性,提高了企业的组织管理效率;整体上市能够提高短期股价和每股收益,产生了正向的公告效应,增加了股东的短期和长期财富。第五部分是对整个案例的总结以及在此基础上对于企业集团实施整体上市提出一些建设性的建议:企业应注重整体上市的模式、时机、拟注入资产的选择;企业应注重整体上市后的集团资源整合,突出核心竞争力;企业应遵守信息披露制度,保证信息披露的及时性与完整性;企业应积极引进战略投资者助力整体上市;监管部门应强化整体上市的监管力度,防范大股东利益输送。
[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.
【学位授予单位】：江西财经大学
【学位级别】：硕士
【学位授予年份】：2017
【分类号】：F832.51;F426.471
本文编号：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.
【学位授予单位】：江西财经大学
【学位级别】：硕士
【学位授予年份】：2017
【分类号】：F832.51;F426.471
【引证文献】
相关硕士学位论文 前1条
1 钱云鹏;江淮乘用车市场定位战略研究[D];华东理工大学;2018年
，本文编号：2508922
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