关于上市公司资产重组问题研究.pdf

0bstract Asset recomposing ls one of the most important means of own ership and asset management as welf as one of the main contents of modem enterprise systerm．By doing so，ownership constructure end asset situation can be adjusted better and resources can be a¨ ocated more effecOvety．Since 1997．Companies on tha stock markei have been thepioneer and mainstream in recomposing their assets l —n order to adapt to the reform of stateowned enterprise bet【er end to take advantage of their own systerm of organization and poeFatio nal mechanism．In this article，the author tries tobegin with observing t —he characteristics of suchcompanise，then compare with the motive and effect of the merger and recomposing act of enterprises jn west erncountries and finally．Summarize the present mold of asset recom posing by compan—ies on the stock market including ownership trans #ering，expanding，peeling off inefficient asscts。asset exchanging and soon，Throush five concrete cases，We can find many problems$uc —h as paying too much attention to recomposing and ignoring develo pment lacking sense of rick，intenransacting too much between moth er company and its subsidiaries etc．and try to put forward some go od advices to deal with those problems． In china．Limited-liabitity companies issue-stocks through admi． nistrative allocation．The stock ownership jncludes state ownerehip．1e． gal person ownership and negotiable public ownership with state o- wnership and legal person ownership being the holding partyThe q- ualification itselfthus becomes a Fare。shell。resource．Therefore lhe st． ate ownership and legaI person ownership ofstocks become the sh_ ortcut to realize asset rec-omposing by transfering 0n agreements out side the‘stock market．It avoids paying high Prjces by buging st— ocks on the second market so that cut down the transactional cost- s．Such asset recompo-sing GalTJes strong charcteristics of socialJst market economy and ls certainly not the same merger of some we- stem enterprises und