证券市场导报Issue(10)：16-29,14.
吸收合并助力上市公司高质量发展研究
摘要
Abstract
As a core capital operation mechanism,absorption merger holds significant importance for the high-quality development of enterprises,industrial structure upgrading,and market resource allocation optimization.This paper reviews the theoretical mechanisms of absorption merger,the practices of absorption merger among China's listed companies,and relevant representative cases.We summarize several main characteristics of absorption merger practices in China,manifested as merger parties being predominantly A-share listed companies,market-oriented absorption mergers having yet to achieve substantial breakthroughs,payment methods being primarily stock issuance,and absorption merger transactions being predominantly led by state-owned assets.Meanwhile,this paper identifies several challenges in absorption merger practices:difficulty in balancing the interests of all parties in market-oriented absorption mergers;absorption mergers facing pressure from multiple aspects,with additional challenges in creditor communication;difficulty in obtaining listing qualifications leading to strong shell-preservation motives of the actual controller of the company;relatively complex procedures for transferring assets,liabilities,and qualifications of absorbed companies;potential quality issues of some transaction targets that may not meet reorganization-related regulatory requirements and affect the completion of the transaction;and potential generation of substantial goodwill in absorption merger transactions between listed companies under different control.Based on these findings,this paper proposes policy recommendations regarding minority investor protection,procedures for the transfer and succession of qualifications,review standards,and the formulation of the share-exchange ratio.关键词
吸收合并/重组/上市公司质量/商誉Key words
absorption merger/reorganization/listed company quality/goodwill分类
管理科学引用本文复制引用
华泰联合证券课题组,黄玉海,张权生,许亮,瞿真,左迪,马骁,劳志明,董光启,栾宏飞,樊灿宇,刘雪,关芮..吸收合并助力上市公司高质量发展研究[J].证券市场导报,2025,(10):16-29,14.基金项目
此文由中国证券业协会2024年度优秀课题"吸收合并助力上市公司高质量发展研究"(2024SACKT051)改编 （2024SACKT051）
