2. Current status of equity M&A financing in my country
(1) Analysis of public issuance financing M&A of Listed companies in my country
Due to my country's M&A financing methods are single. In addition to using bank loans, the requirements for issuance of corporate bonds are strict. Therefore, some listed companies ensure the completion of M&A through the issuance of additional A shares or H shares. Regarding the issuance of new shares to raise funds, the Securities Law clearly stipulates the basic conditions and specific requirements for issuance in terms of financial indicators and time intervals. However, there are still some irregularities in the process of using additional issuance for acquisition activities. The acquisition activities carried out by some listed companies through additional issuance of funds are mostly non-substantive acquisitions between related companies. Additional issuance financing has become a way to "trap money", and acquisition behavior has become a tool to manipulate profits. Further standardizing the refinancing and acquisition behavior of listed companies and building a reasonable capital structure for the company are still major issues that need to be resolved urgently.
(2) Analysis of the application of share exchange mergers and acquisitions in my country
The real significance of share exchange mergers and acquisitions in my country’s capital market Share exchange mergers and acquisitions began with the merger of ** Tongfang [Quotes | Information | Discussion] and ** Luying Electronics. After **Tongfang [Quotes | Information | Discussion] acquired Lu Ying through share exchange, some listed companies in the market have successively carried out share exchange mergers and acquisitions. These mergers are of a pilot nature, mainly between listed companies and unlisted companies. between. Compared with foreign countries, my country's share-swap mergers and acquisitions have not developed rapidly. The main reasons are: ① Irregular ownership structure and legal person governance structure restrict the scope of application of share-swap mergers and acquisitions; ② Irregular and ineffective securities market hinders the development of stock-swap mergers and acquisitions. Share exchange acquisitions between listed companies; ③ The determination of the share exchange ratio is highly subjective; ④ Relevant laws and regulations are not sound. There is still a lack of corresponding legal regulations regarding the specific operational details involved in stock exchange mergers and acquisitions, such as the issuance of new shares by the acquiring company.
To this end, we recommend: ① Standardize the securities market and gradually promote share swap mergers and acquisitions between listed companies; ② Promulgate laws, regulations, and operating rules regarding share swap mergers and acquisitions as soon as possible ; ③ Take stock exchange mergers and acquisitions as the entry point to develop comprehensive securities acquisition methods. In the future, when developing the stock exchange M&A method, we will gradually improve comprehensive securities acquisitions in various forms such as cash, stocks, convertible bonds, and warrants. In the practice of overseas company acquisitions, the utilization rate of this kind of comprehensive securities acquisition is increasing year by year. ④ When developing stock-for-share mergers and acquisitions, attention should be paid to strengthening corresponding regulatory measures to prevent them from becoming a tool for listed companies to manipulate profits.
(3) Analysis of the financing mechanism of employee stock ownership plans in my country
From the employee stock ownership implemented by listed companies in my country Judging from the specific operation of the system, the source of funds for employee stock ownership is mainly the subscription of personal assets, and does not play the role of financial leverage. For example, Da* Transportation [Quotes | Information | Discussion] is entirely funded by employees themselves to subscribe for shares. The funds for ** Group [Quotes | Information | Discussion] to implement employee stock ownership come from individual employee contributions, loans provided by the company to individual employees, and part of the incentive funds extracted from the company's incentive funds and welfare funds, each accounting for 1 /3 ratio. ** Group [Quotes | Information | Discussion] In the employee stock ownership system, the company provides loans to employees, which has absorbed the financial leverage method of American companies implementing employee stock ownership. However, there are currently no financial institutions involved in ESOPs. The main reason may be that compared with foreign countries, there is a lack of supporting regulatory support, such as tax incentives. It is not only feasible for financial institutions to intervene in ESOPs, but it will also play a certain role in solving the problem of bank loan solutions and initiating investment and consumption.
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