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随着中国改革开放和社会主义市场经济体制建设的全面推进,现代企业制度基本确立,资本市场良性发展,资源配置优化,上市公司并购重组成为资本市场的热点,也是理论界关注的焦点问题。中国资本市场处于新兴转轨时期,上市公司并购重组具有一定的特殊性。本文运用实证和规范相结合的方法,分析近年来中国上市公司并购重组绩效和监管,以及上市公司并购重组过程中存在的一些问题及其产生原因,依据市场发展规律,提出改进意见和建议。基本结论:在资本市场发展过程中逐步规范上市公司并购重组,注重制度建设,强化监管落实,深化资本市场改革,促进企业自律发展,优化经济结构。
With the overall promotion of China’s reform and opening up and the construction of a socialist market economy, the modern enterprise system has basically been established. The healthy development of the capital market, the optimization of resource allocation and the merger and reorganization of listed companies have become hot topics in the capital market. This is also the focus of attention in theorists. China’s capital market is in a period of new transition, and the mergers and acquisitions of listed companies have certain particularities. This paper analyzes the problems of mergers and acquisitions and the supervision of Chinese listed companies in recent years, as well as some problems in the process of mergers and acquisitions and reorganization of listed companies in recent years. Based on the law of market development, this article proposes some suggestions for improvement. Basic conclusion: In the process of capital market development, we should standardize the merger and reorganization of listed companies step by step, pay attention to the system construction, strengthen the supervision and implementation, deepen the capital market reform, promote the self-discipline development of enterprises, and optimize the economic structure.