| Summary: | 碩士 === 國立交通大學 === 科技法律研究所 === 97 === China has taken all kinds of preferential measures to attract foreign investments to accelerate its economic development while the reformation and opening door policy was ongoing since 1978. In addition, China's accession to WTO in 2001 makes its relationships with the world economy even more deeply connecting to the level of its opening-up. Therefore, the importance of the Chinese market is now ever crucial for those enterprises that want to pursue transnational investments. Although transnational M&A have gradually become the mainstream of activities of international investments, acquisitions by foreign investors in China often fail. This phenomenon may attribute to the unique Chinese planned economy, the complex legal system and approval processes that are lagging behind other countries, and the inconsistent interpretation of law and ineffective law enforcement. The aforesaid are just partial reasons making the conduct of transnational acquisitions in China have had a different appearance. This study is to focus on discussion of China’s unique security market system and the legal environment of the acquisition types under Tender Offer and Acquisition by Agreement in China. It has six chapters to accomplish these goals.
Chapter one serves as an introduction to this study. It introduces the background of topic choosing, motivation, purpose, research methodology and study range, as well as the definitions of important terms of study themes in order to build an initial fundamental understanding for this study. Chapter two concerns on capital market and security market in China, as well as the most important reform ever happened in China’s security market – the Share Trading Reform, and analyses from different perspectives of the listed companies, the type of target companies chosen in this study. Chapter three is covered by the analyses of paths of acquisitions of listed companies by foreign investors in China on an overall macro perspective, and to explore the regulations of acquisitions by foreign investors in China. Chapter four gives the depth analyses and evaluations of procedures and regulations of Tender Offer and Acquisition by Agreement. Chapter five turns to explore the monitoring regulation of acquisitions of listed companies in China and focus on the newly executed law, that is, the Anti-Monopoly Law. Furthermore, to deepen this study, it chooses and evaluates three important and classical cases -the Carlyle Xugong case, the SEB Supor case and the Coca-Cola Huiyuan case. Chapter six concludes by summing up the previous chapters and reviewing the system of acquisition in China.
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