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促进资源合理配置是中国资本市场的重要职能之一,上市公司并购业务是提高社会资源配置效率和加强上市公司治理的主要途径。在考虑中国资本市场上市资源的稀缺性,通过收购上市公司而达到上市的目的,即所谓的“买壳上市”也已经成为中国资本市场的一个重要现象。中国境内企业买壳上市早已成为媒体关注的焦点,而外资买壳上市业务则由于法律法规的滞后而少有建树。近来,随着外资并购有关法律法规的渐次出台,香港华润、韩国三星等外资企业开始了它们的买壳上市之旅。本文依据外资并购的相关法规和外资在中国资本市场上并购的经典案例,对当前外资买壳上市业务做一番探讨。
To promote the rational allocation of resources is one of the important functions of China’s capital market. Merger and acquisition of listed companies is the main way to improve the efficiency of social resources allocation and strengthen the governance of listed companies. In considering the scarcity of resources listed in China’s capital markets and the purpose of listing through the acquisition of listed companies, the so-called “shell listing” has also become an important phenomenon in China’s capital market. The listing of Chinese companies buying shelves has become the focus of media attention, while the foreign-funded shell listing business due to the lag of laws and regulations and make a difference. Recently, with the gradual promulgation of relevant laws and regulations on foreign acquisitions, Hong Kong-based China Resources, South Korea’s Samsung and other foreign-funded enterprises started their listing journey of buying shells. This article based on the relevant laws and regulations of foreign mergers and acquisitions and foreign capital in the Chinese capital market, the classic case of mergers and acquisitions, to discuss the current foreign investment in shell market.