Ye Tan: Mergers And Acquisitions Should Not Be Inferior To Superior Ones.

Although large-scale mergers and acquisitions are worrying that insider trading will increase and investment executives will take the name of market value management, the SFC's reform direction is correct.

The so-called "deregulation" is to give full play to the market allocation efficiency; the so-called "strengthening supervision" is to establish an honest and effective market.

The two elements are the core of the rule of law market and effective market.

Mergers and acquisitions have been a hot spot in the A share market.

In the first half of this year, there were 558 mergers and acquisitions in the A share market, involving an amount of 215 billion 400 million yuan.

As of August 22nd, 400 listed companies with a total market capitalization of less than 2 billion 500 million yuan in A share listed companies, 73 of the suspension companies, and 30 companies are undertaking mergers and acquisitions.

A total of 289 enterprises were listed after the new shares were eliminated and mergers and acquisitions were in progress.

Restructuring speculation is undoubtedly the biggest hot spot in the A share market this year, because a large number of listed "bad stocks" need to be digested. The SFC further relaxed the sources of funding and approval authority for mergers and acquisitions, so as to encourage mergers and acquisitions.

It is not difficult to understand that in the uneven situation of listed companies, the least cost genetic improvement is M & A, injection of a large amount of assets, or increase of several business directions. The situation of enterprises looks much more bright, and the market can continue to operate.

In comparison, the social cost and economic cost of delisting are much higher and even unbearable.

At the time of encouraging mergers and acquisitions, the SFC strictly restricted the backdoor behavior: improving the definition of backdoor listing, clearly identifying the requirements for the implementation of backdoor listing and IPO auditing, and stipulating explicitly that the listed companies of GEM companies are not allowed to backdoor listing.

The value of the shell of the growth enterprise board suddenly disappeared, which laid the foundation for the cancellation of the financial threshold for the gem.

The backdoor has been criticized for not only excessive speculation of shell resources and insider trading, but also the majority of China's stock market abroad. Most of them have shown the true appearance of speculators who are strong enough to do so, so that they are linked to short selling.

There are two points deserving special attention for mergers and acquisitions and backdoor lending.

The first is to avoid backdoor regulation.

According to the relevant provisions of the SFC, the company's control rights have changed, and the assets injected by listed companies exceed 100% of the total assets of the previous year.

At present, there are some cases in the market that control rights changed more than 10 years ago, and the assets of listed companies will be injected into the assets of 100% of the total assets of listed companies one year after the change of control rights.

In December 23rd last year, Tianrui announced that it would acquire the 51% stake in Yuxing technology in the form of "stock + cash". From the signing and lifting of the agreement, the acquisition ratio, the number of shares and the number of shares issued to the cash acquisition arrangement, the company acquired a company with a revenue of over three times, and the valuation is two times its own net assets, but it does not constitute a backdoor.

Taking into account the wealth effect, there is a steady stream of companies queuing up and listing, which is unavoidable. It is necessary for the SFC to clarify what substantive backdoor is to avoid these situations.

In the future, the more clean shells of the main board and the small and medium-sized boards are more scarce.

Secondly, the merger and reorganization

Supervision.

Mergers and acquisitions are to improve genes, such as Facebook mergers and acquisitions of other small and medium enterprises, in order to absorb these small and medium-sized enterprises, such as technical superiority, customer advantage, so as to make themselves more powerful, no social networking can be enemies.

Facebook acquisition news application WhatsApp finally traded at $21 billion 600 million.

Some bad ones.

Mergers and acquisitions are aimed at introducing the powerful forces of the outside world to improve genes, such as Buffett and other major shareholders can drive away the original shareholders, and thoroughly restructure the company. The sale should sell professional managers to professional managers, so that the company can be more efficient and more market.

But the merger and reorganization of many Chinese companies is administrative power, and even inefficient enterprises are acquiring high efficiency enterprises. Some incompetent executives occupy their positions and do nothing about them. They rely on their administrative level or large shareholder status to drive away professional managers.

The worse we really get, the better we win.

In view of this, the SFC must shoulder the responsibility. When inefficient companies acquire good companies, they should give enough warning to prevent mergers and acquisitions from becoming an alternative game.