China Securities Regulatory Commission held a seminar on mergers and acquisitions of listed companies, attended by comrades in charge of joint-stock affairs from relevant ministries and commissions in the State Council, and some financial and securities experts and legal experts. Participants listened to the report of the investigation team of the CSRC on the merger cases of some listed companies and unlisted companies and discussed them. Participants agreed that the relevant government departments should attach great importance to the merger of listed companies from time to time. Relevant information will be reported in your newspaper (periodical) for your understanding and mastery. Relevant viewpoints can be extracted, but as complete as possible, so as not to cause misunderstanding and false imitation. Experts attending the meeting agreed that mergers and acquisitions between enterprises are the inevitable result under the conditions of market economy and an indispensable means for enterprises to realize intensive and large-scale operation. It is conducive to the optimal combination of production factors, promoting the rational flow of funds and realizing the optimal allocation of social resources. In the process of establishing the socialist market economic system, enterprises should be allowed to explore and experiment. The exploration of merger and acquisition of some listed companies reveals related contradictions and problems, so as to promote the establishment of modern enterprise system and improve the management of securities market. Its spirit of active reform and bold exploration should be affirmed. However, mergers and acquisitions with listed companies as the main body will have a significant impact on the stock market and must have clear operating rules. At present, the relevant laws and regulations only stipulate the merger of companies in principle, and there is no necessary connection between the relevant laws and regulations, which makes listed companies lack clear and specific policies and legal basis for operation. Judging from the cases discussed at the meeting, many problems were exposed. Experts believe that a prominent problem in the current pilot process of joint-stock enterprises is that after the "Company Law" comes into effect, targeted fundraising companies are faced with the feeling of where to go. Merging with listed companies by way of share exchange is not only a general problem of corporate restructuring, but also involves changes in the share capital of listed companies; The result of the change is often that listed companies have increased state shares, legal person shares or internal employee shares, which has added potential expansion factors to the stock market and increased the difficulty of macro-management of the stock market. If it is not regulated, the resulting "demonstration effect" may bring new obstacles to the regulation of the stock market and the operation of listed companies. Some experts pointed out that the actions of some listed companies and non-listed companies in the process of merger not only violated the existing laws and regulations, but also did not conform to international practice. Among them, the outstanding problems are as follows: First, the merger target is a directional issuing company that issues illegally. According to1April 3, 1993, the General Office of the State Council forwarded the urgent notice of the State Economic Restructuring Commission and other departments on immediately stopping the irregular practices of internal employee stock ownership, and1July 5, 1993, the State Economic Restructuring Commission's notice on cleaning up the irregular practices of internal employee stock ownership, and other documents, but before the merger, these companies had problems such as excessive internal employee stock ownership, insufficient legal person shares and insufficient total share capital, which were not dealt with according to the regulations. Some legal experts believe that from a legal point of view, such companies are invalid legal persons and do not have legal personality, and the merger agreement signed between listed companies and the above companies should be invalid contracts. Therefore, such a practice is not serious in law. Second, because listed companies have increased their shares due to merger, there will inevitably be a problem of how to go public and circulate in the future, and the leaders of individual enterprises have made a promise to employees that they can go public, which undoubtedly opens up new channels for listing. Some experts believe that according to Item (3) of Article 70 of the Provisional Regulations on the Administration of Stock Issuance and Trading, this kind of stock exchange behavior should be "not issuing stocks in accordance with the prescribed procedures and scope" and should be punished. Third, before the merger, the necessary evaluation and auditing procedures were not fulfilled, and the parties to the merger did not clean up their claims and debts before the merger. Some experts believe that this practice makes the share conversion lose its scientific and fair basis and does not conform to the trading rules under the conditions of market economy. Fourthly, some experts believe that the relevant departments of some local governments failed to implement the relevant regulations of the State Council and the State Commission for Restructuring the Economy and issued approval documents when there were serious violations in the merger. The irregular behavior of administrative organs makes the irregular merger of enterprises more complicated. Some experts pointed out that the irregular behavior of some listed companies in the process of mergers and acquisitions actually violated the principle of "openness, fairness, honesty and credibility" in the securities market. Although they cater to the interests of some people temporarily, listed companies themselves will eventually be punished by market rules. This result runs counter to the original intention of the reform. Therefore, experts suggest that in order to avoid other companies blindly following the trend, legal documents for the merger of listed companies and unlisted companies should be formulated as soon as possible. In this document, at least the following issues should be clarified: ① Clearly define the behavior of listed companies to increase their shares due to merger. Some experts have summarized the current stock issuance methods of China's joint stock limited companies into four types: public offering, allotment, allotment and new shares due to merger, and suggested making special provisions for the latter. (2) Whether necessary economic indicators are formulated for listed companies merged with other companies. Some experts believe that in order to ensure the optimal allocation of social resources in a reasonable direction, to ensure that listed companies have the ability to absorb and merge other enterprises, and to protect shareholders' rights and interests, appropriate lower limits should be made on the asset scale, operating conditions and economic benefits of listed companies that absorb and merge other enterprises. (3) Whether the state shares, legal person shares and individual shares of the merged company can be merged into the listed company at different prices. Some experts believe that according to the principle of equal shares and equal rights, the common shares held by different types of shareholders of the absorbed party after the merger must enter the shares of listed companies at the same price; Some experts believe that it is more appropriate to price the common stock held by different types of shareholders of the absorbed party separately, because the difference in future liquidity leads to different future returns. (4) The price basis for the share conversion of the merging party. Experts put forward three viewpoints: one is the net assets benchmark theory, the other is the internal rate of return benchmark theory; Third, the two sides fully respect market behavior to negotiate price theory. ⑤ Formulate a set of perfect merger operation procedures for joint-stock companies. Among them, asset evaluation and financial audit are needed before the merger. In addition, the experts attending the meeting believe that the following issues are also worthy of the attention of the securities management department: (1) the qualitative problem of the employee shares in the company after being merged into the listed company. Some experts suggest that these shares should be regarded as internal employee shares before the company goes public, and listed and traded three years after the date of merger. It has been suggested that the increased shares due to the merger should be regarded as special internal shares and should not be listed. (2) The authority in charge of approving the merger of companies should be clearly defined to avoid the formation of multi-head management. (3) Information disclosure and securities fraud prevention in company merger and acquisition. At this seminar, the problem of "divesting" non-operating assets of individual listed companies after listing was also discussed. Experts attending the meeting agreed that the reduction of state-owned shares after listing belongs to the nature of shareholder withdrawal, which does not conform to the relevant provisions in the Pilot Measures for Joint-stock Enterprises. Moreover, the withdrawal of state-owned shares may lead to the company's promoters' shares not meeting the statutory requirements and no longer meeting the listing conditions. Therefore, it is illegal for individual shareholders to unilaterally reduce their shares after the listing of listed companies. Some experts also believe that for a joint stock limited company whose shares are listed, the sponsor's unilateral reduction of capital contribution not only violates the relevant provisions of Article 93 of the Company Law, but also may be considered as securities fraud according to the experience and lessons of foreign securities markets if the information disclosure is insufficient. In some overseas countries and regions, the reduction of the company's share capital must be decided by the court. At present, there is no similar provision in China. Experts suggest that relevant laws and regulations should be formulated as soon as possible to avoid being in line with international practices. China Securities Regulatory Commission attached great importance to this meeting, and President Liu Hongru gave instructions on the relevant report materials: "Study as soon as possible and form regulations". At present, laws and regulations on the merger of listed companies and unlisted companies are being formulated. Relevant persons pointed out that for listed companies, when dealing with major reform issues, they need not only the courage to reform, but also a scientific attitude and rigorous style. We should seriously study the behavior laws of enterprises in developed countries with market economy, and take into account the actual situation in China, especially the characteristics of China's stock market that is still in the pilot stage and the changes in the relationship between stock supply and demand. It is not advisable to act blindly without considering the constraints of the actual situation, which may not only lead to legal consequences, but also add new burdens to the enterprise itself and bring new obstacles to its future development.