Opening report literature review essay

Student Name: Student ID:
Professional: Technical Economy Class Design Topic: Capital Operation and Case Analysis of Capital Operation of a Certain Enterprise

mentor:

April 21, 200

table of Contents

Graduation thesis opening report
1 thesis topic
2 Background of selected topics, including an overview of the development of the research area
3 The practical guiding significance of this topic
4 main arguments of the topic or expected conclusions, main arguments and basic ideas of research
5 Basic structure of the main content of this paper
6 schedule review literature review
1 Capital operation mode of operation at home and abroad research status and conclusions
1.1 The meaning of capital operation
1.2 Theoretical integration of capital operation
1.2.1 Capital concentration theory and enterprise capital operation
1.2.2 Transaction Cost Theory and Corporate Capital Operations
1.2.3 Property Rights Theory and Enterprise Capital Operation
1.2.4 Scale Economy Theory and Enterprise Capital Operation
1.3 The core of capital operation - mergers and acquisitions
1.3.1 concept
1.3.2 Development of Western M&A Theory
1.3.4 Mergers and acquisitions
1.4 Significance of the research topic
2 Insufficient references in the current research phase

1 Thesis title capital operation and case analysis of certain enterprise capital operation

2 Background of selected topics, including the development of the research field Enterprise capital operation is an important means to achieve capital appreciation, and an important way for enterprises to grow and develop. Throughout the development of the world's major enterprises, capital operations have played a very important role, and often become a milestone in their development and a milestone in the development of a major leap. In China, in recent years, many companies have also incorporated capital operations into their corporate development strategies and have achieved success. More and more enterprises have stepped out of the bottleneck of paying attention to production and management and neglecting capital operation. They recognize that capital operation together with production and management constitutes two wheels of enterprise development. It can be foreseen that the role of capital operation in the development of Chinese enterprises will become more and more important. Based on the background of economic globalization and China's accession to the WTO, this paper comprehensively describes the status quo of capital operation at home and abroad, deeply analyzes the existing problems, puts forward some ideas and countermeasures, and draws lessons from foreign capital operation experience. draw.
In terms of research field development, foreign research and application of capital operation are more than in China. In China, capital operation is a new concept of economics. It is produced under the background of the continuous development and improvement of China's capital market, and is also the theoretical subject of the subject of investment management. Capital operation is a multidisciplinary, integrated course. It integrates the theoretical foundations of the company's financial management, corporate strategic management, technology and economics, and other related disciplines. Based on the relevant tools of the capital market, with M&A and restructuring as the core, and with the goal of maximizing the value of corporate capital, through the effective operation of capital, A management method that promotes the rapid development of enterprises. Although the concept of capital operation has a short time, with the development of China's capital market, more and more companies are conducting capital operations extensively. Facts have proved that how to effectively rely on the capital market for capital operation has become a crucial issue in business management. Because of this, capital operation courses are also popular in China.

3 The practical guiding significance of this topic In recent years, with the establishment and development of China's capital market, the concept of capital operation has continuously affected the managers of enterprises. In the face of the tide of capital operation, many companies are also eager to try. However, from the perspective of China's capital operation, capital operation is not a simple matter. At the same time, domestic companies must also face the challenges of multinational companies. To do a good job in capital operations, you must first understand and understand capital operations.
This article is aimed at the above-mentioned reality, fully considering the actual situation of domestic enterprises, and researching the connotation, form, core and related content of capital operation of capital operation. It provides a basis and reference for the company to carry out capital operation, which has certain guiding significance.

4 Main arguments of the topic or expected conclusions, main arguments and basic ideas of the research This paper mainly introduces the development and trends of capital operation at home and abroad, as well as the related theoretical contents of capital operation. Focus on the analysis and discussion of the core of capital operation - the model, motivation and effect analysis of mergers and acquisitions, and analyze the development trend of China's capital operation through the process of capital operation at home and abroad. Finally, through the case of enterprise mergers and acquisitions, explain the process of capital operation and summarize the key points and skills of capital operation. It is expected that through this paper, we will have a deep understanding of the importance, characteristics, operation and evaluation process of the entire capital operation in the management of the enterprise, and at the same time put forward our own views on the development of capital operation.
The theoretical part of this paper mainly refers to financial investment, economic newspapers and magazines; and a large number of books on capital operation and mergers and acquisitions in the library; investment textbooks and reference books and teachers in the summary of the capital operation model and case analysis; The instructor will provide a larger amount of reference materials during the research process.
The basic structure of the main content of this thesis is divided into three parts: The first part is the theoretical part, which mainly introduces the capital operation and related concepts, the characteristics and forms of capital operation, the development status at home and abroad, and the related reorganization and mergers and acquisitions. theory. The second part focuses on M&A, the core of capital operations, and illustrates the whole process, characteristics and skills of capital operations through a case study. The last part mainly summarizes the full text, and analyzes and summarizes the development trend and characteristics of capital operation. The article elaborates on the theoretical issues closely related to what-how-why, and introduces the background to make the article more rigorous logic.

6 Scheduling After the research topic was confirmed in November last year, the collection of relevant theories, literatures and cases was mainly carried out from December to March this year. The opening report and the preparation of the previous text were completed from March to early April. It is planned to complete the first draft by the end of April and submit it to the instructor for review and revision. Try to complete the draft in mid-May and prepare for the thesis defense.

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Abstract of the literature review: In theory, companies are doing two kinds of operations: one is called product management; the other is capital management. Generally speaking, enterprises, especially large enterprises, are unlikely to have no capital operation, but only to the extent of the problem. The so-called product management is a series of activities such as production management, product improvement, quality improvement, market development, etc., which are mainly related to products and services. The capital operation of an enterprise refers to the enterprise's operation through capitalization, financing and investment, in order to achieve a specific balance between risk and profit, and to maximize the capital appreciation of enterprises.
Keywords: capital operation; mergers and acquisitions
1 Capital operation mode of operation at home and abroad research status and conclusions
1.1 The meaning of capital operation Before discussing capital operation, it is necessary to talk about product operation. In theory, companies are doing two kinds of operations: one is called product management; the other is capital management. There are also differences between capital operations and product operations. The general academic community defines product management as a basis for materialization, by continuously strengthening physical and chemical capital, improving market resource allocation efficiency, and obtaining the most profitable commodity production and operation activities.
The conceptual representations of capital operations vary, and can be broadly divided into broad capital operations and narrow capital operations. Generalized capital operation refers to the enterprise's organization, management, operation, planning and optimization of available resources and production factors to achieve capital appreciation and profit maximization. The ultimate goal of generalized capital operation is to achieve capital appreciation and maximize the benefits through the operation of capital and capital security. Generalized capital operation has a wide range of connotations. From the perspective of capital movement process, capital operation covers the entire production and circulation process, including financial capital operation, equity capital operation and intangible capital operation, as well as production and operation of products. From the perspective of the state of capital movement, it includes both stock capital operations and incremental capital operations. Stock capital operation refers to the rational flow and optimal allocation of capital stock through mergers, acquisitions, joints, joint-stock reforms and other means of property rights transfer. Incremental capital operation refers to the investment of a company.
Narrow-minded capital operation refers to a series of capital operations such as merger, acquisition, restructuring, and value-added of corporate and corporate external capital with the goal of maximizing capital appreciation and maximizing market control, using property rights trading and “less control” as a strategy. The general name of the event. The overall goal of capital operations is to maximize capital appreciation and market control. The specific goal is to accelerate capital appreciation, expand capital scale, and obtain investment returns. Improve the market control and influence of the company and optimize the business direction. The narrow sense of capital operation mainly studies the allocation of stock capital. The specific operating methods include stock listing, enterprises, enterprise alliance, capital swap, and property rights transfer.
1.2 Capital Operation Related Theory Synthesis In the process of capital operation theory research, many scholars have combined it with other economic theories for analysis and research. A profound analysis of the causes and effects of capital operations, grasping the essence of capital operation from a theoretical level, helps to enhance our consciousness of capital operation and improve the skills of capital operation.
1.2.1 Capital Concentration Theory and Enterprise Capital Operation In the first half of the 19th century, there was no large-scale wave of mergers and acquisitions in the capitalist world: However, through in-depth analysis of capitalist production methods and development scales, Marx was very keen to grasp Lived a major issue of capital concentration and established a capital concentration theory. In "Capital". Marx first discussed production concentration and pointed out that production concentration includes capital accumulation and capital concentration. In the article, he also mentioned “economies of scale” and “separation of ownership and management rights”. Marx’s theoretical discourse on the mechanism of capital concentration is complete and powerful. Even today, the overall formation of the competition system, the shareholding company system, the financial credit system and the stock market formed by the commodity market and the manager market is indeed the most important for capital to flow, reorganize and even concentrate. mechanism.
Marx's capital cycle and turnover theory emphasizes the liquidity of capital, pointing out that the life of capital lies in movement. This is the core of capital operation. Capital operation is based on the full flow of capital. Only when capital flows can increase value. Idle assets are the biggest loss of capital. Therefore, on the one hand, enterprises must restructure their property rights through mergers and acquisitions. Revitalizing, idling, and using inefficient capital stocks will allow capital to flow to products and industries with high returns, and gain opportunities for value-added through mobility. On the other hand, enterprises must shorten the process of capital flow, accelerate the process of capital from monetary capital to production capital, from production capital to commodity capital, and then from commodity capital to monetary capital, in order to achieve rapid capital appreciation. At the same time, in the general formula of capital movement, it also reflects the relationship between production and operation and capital operation.
1.2.2 Transaction Cost Theory and Corporate Capital Operations
In 1937, the famous economist Coase first proposed the theory of transaction costs in the article "The Nature of Business." The theory holds that enterprises and markets are two resource allocation mechanisms that can replace each other because of limited rationality. Opportunism, uncertainty and a small number of conditions make market transaction costs high, in order to save transaction costs. As a new type of transaction, the enterprise has emerged as a substitute for the market. The transaction cost determines the existence of the enterprise, and the final purpose of the organization that the enterprise adopts is not to save transaction costs. The so-called transaction cost refers to the expenses and expenses of the enterprise for finding the transaction object, entering into the contract, executing the transaction, negotiating the transaction, supervising the transaction, etc., mainly consisting of the search cost, the negotiation cost, the contracting cost, and the supervision cost. Enterprises can use the capital operation methods such as acquisition, merger and reorganization to internalize the market and eliminate the risks caused by market uncertainty, thus reducing transaction costs.
Transaction cost theory has a close relationship with vertical mergers and mixed mergers. It is a good explanation of the internal reasons for vertical mergers and mergers, and supplements and adjusts the original theory.
1.2.3 Property Rights Theory and Enterprise Capital Operation Property Rights Theory believes that asset rights definition is a prerequisite for market transactions, and clear property rights boundaries are the objective basis for corporate capital operations. Enterprise capital operation is based on standardized corporate property rights. There is no clear definition of property rights, standardized shareholding structure and reasonable and effective equity flow mechanism. Real capital operation such as mergers and acquisitions and restructuring is difficult to produce and develop. On the basis of clear definition of property rights, corporate capital operation behavior can promote the rational flow of property rights, revitalize existing assets, realize the value management and optimization of assets, and promote the scientific allocation and effective flow of resources to achieve resource allocation. Optimization. At the same time, enterprises use mergers, acquisitions, reorganizations and other capital operation methods to promote the aggregation and fission of the company's property rights, which can further clarify the company's property rights.
Property rights theory requires that property rights must be clear. Must be able to flow by white. This will promote capital operations from the following aspects. First, the free flow of property rights can promote the socialization of corporate mergers and acquisitions. Second, the free flow of property rights can promote the marketization of corporate capital operations. Third, the flow of property rights will help promote the internationalization of corporate capital operations.
1.2.4 The theory of scale economy and the capital operation of enterprise capital operation enterprises through mergers and acquisitions, etc., will help enterprises to obtain economies of scale and optimize the scale structure of enterprises. The research results of the relevant data show that the economies of scale formed by a company through mergers and acquisitions of other companies are very obvious. The growth experience of large multinational corporations in the developed countries in the West shows that the use of capital operation methods can help to achieve economies of scale. Promote the simultaneous growth of enterprise scale and economic efficiency, and then promote the development of the domestic economy. Through the alliance and merger of enterprises, Japan has achieved the optimization and restructuring of the industrial structure in less than 10 years, and has obtained economies of scale. In China, the characteristics of miniaturization and decentralization of enterprises are extremely obvious. It is more practical for the growth and development of Chinese enterprises to expand the scale of enterprises through mergers, acquisitions and restructuring, and to seek economies of scale.
1.3 The core of capital operation - mergers and acquisitions
1.3.1 Concept The so-called mergers and acquisitions, that is, the general term for mergers and acquisitions, is a means of realizing enterprise capital expansion and business development by transferring company ownership or control, and is an important way for enterprise capital operation.
The essence of mergers and acquisitions is that one enterprise acquires the property, management rights or shares of another enterprise, and makes one enterprise directly or indirectly affect the other enterprise. Mergers and acquisitions are enterprises that use their various favorable conditions, such as brand, market, capital, management, culture and other advantages, so that stock assets become incremental assets, so that sluggish capital moves and realizes capital appreciation.
The specific methods of mergers and acquisitions include specific methods such as merger, custody, merger, acquisition, property rights restructuring, property rights transaction, enterprise alliance, enterprise auction, and enterprise sale.
1.3.2 Development of Western M&A Theory M&A theory comes from practice and promotes the development of M&A practice;

When the company acquired the history of mergers and acquisitions, scholars carried out different levels of economic analysis of M&A activities from various angles, thus forming a variety of mergers and acquisitions theory.
Efficiency theory:
According to the efficiency theory, the company helps the company to improve the efficiency of the company's management and create synergies, thereby improving the potential benefits of the entire society. The efficiency theory can be subdivided into management synergy theory, operational synergy theory, financial synergy theory, diversified management theory and value underestimation theory.
The agency problem and the managerial agent problem were proposed by Jensen and Maclean in 1976. They believed that in the process of agency, agency costs were incurred due to factors such as moral hazard, adverse selection, and uncertainty. The cost mainly includes: the owner and the agent enter into the contract cost, supervise and control the agent cost, limit the additional cost required by the agent to perform the best or second best decision, and the loss of the residual profit. This theory can be summarized into three points: mergers and acquisitions can reduce agency costs; managerialism; negative hypothesis.
The cash flow hypothesis free cash flow hypothesis stems from agency problems. In corporate mergers and acquisitions, discretionary free cash flow can alleviate the conflict between the owner and the operator. The so-called free cash flow refers to the amount of cash remaining after the company's cash is paid for all the net present value. . Jensen believes that free cash flow should be fully delivered to shareholders, which will reduce the power of the agent, while the funds needed to re-invest in the capital plan will be controlled in the capital market, which will reduce the agency costs and avoid agency problems. The production.
Market Power Theory The theory of market power believes that the main reason for M&A activity is that M&A can increase market share and increase the company's long-term potential profitability. However, some scholars believe that the increase in market share does not mean the realization of economies of scale or co-orientation. This hypothesis can only be established if the market share is increased by horizontal or vertical acquisition integration, and if the market share is increased on an uneconomic scale, the acquisition may Bring negative effects.
The core view of wealth redistribution theory is that since mergers and acquisitions will cause redistribution of interests among company stakeholders, merger interests will be transferred from creditors to shareholders, or by ordinary employees. Consumers, so the company's shareholders will agree to this kind of merger activities.
Market monopoly theory Because of the characteristics of capital operation itself such as mergers and acquisitions, after the formation of property rights theory, discussions on the impact of purchases on market forces are still ongoing. From the economically beneficial side, the benefits of mergers and acquisitions may be economies of scale and economies of scope. We have already made a lot of explanations on this. From the perspective of the disadvantage of the social economy, mergers and acquisitions may bring monopoly. But now there are people who think that there is a good side, or at least the inevitable side. Because the monopoly concentration itself is the product of competition. In the modern economy, since competition has evolved from simple price competition to three-dimensional competition in terms of quality, technology, services, product categories, etc., even large companies have difficulty in achieving any complicity on monopoly. In addition, the role of large companies and large enterprises in modern technology is increasing, which is also one of the contributions of capital operation activities such as mergers and acquisitions to the development of modern economy.
In addition to the above various theories, there is also a view that the source of income of the profitable party in the merger is the deprivation of other stakeholders in the enterprise. If the shareholder is an insider and the creditor is an external person, the shareholder has an advantage in the information. Therefore, the shareholder may increase the value of the bond through the merger and purchase, and reduce the value of the bond, thereby depriving the bondholder. . This is the so-called redistribution theory. In addition, according to the classification of mergers and acquisitions, the early theory also includes horizontal merger theory, vertical merger theory, mixed merger theory, etc., and then elaborated.
Mergers and acquisitions are economic activities that lead to the expansion of the company. In actual capital operation activities, there are also activities to reduce the size of the enterprise through sales and separation. In the analysis of activities in this area, the theory of company separation has also been formed. From the point of view of the tools and methods used in the analysis, it can be said that we have already used it in the above description of the theory of mergers and acquisitions, so we do not intend to discuss the theory of separation.
Basically, after the formation of property rights theory, until its rise in the 1950s and 1960s, it was combined with the information economics and game theory that emerged in the same era to broaden people's horizons and provide new analytical tools. Aspects have a great effect. The theory of capital operation has also emerged in large numbers. But on the whole, modern capital operation theory is mostly a hypothesis or hypothesis, and has not yet formed a relatively unified theoretical system.
1.3.3 Mergers and acquisitions The effects of mergers and acquisitions include: the optimal combination effect of the assets; the combination effect of assets and operators; the conversion effect of the operating mechanism; the elimination effect of inferior assets; the upgrading effect of products; industry.
1.3.4 Mergers and acquisitions
1. According to the industry in which the acquired object is located:
Horizontal mergers and acquisitions refer to mergers and acquisitions between the production and marketing departments of the same type of products in order to improve economies of scale and market share.
Vertical mergers and acquisitions refer to mergers and acquisitions that occur between companies that are connected or closely linked to each other for the expansion of the business's forward or backward questions.
Mixed mergers and acquisitions refer to mergers and acquisitions that combine horizontal and vertical issues in order to diversify and market share.
2. According to the motivation of M&A:
Scale-based mergers and acquisitions, by expanding the scale, reduce production costs and sales costs.
Functional mergers and acquisitions, increase market share through mergers and acquisitions, and expand market share.
Combined mergers and acquisitions, diversification through mergers and acquisitions, reducing risks.
Industrial-type mergers and acquisitions, integration of production and operation through mergers and acquisitions, and expansion of overall profits.
Achievement-type mergers and acquisitions, through the acquisition of entrepreneurs to achieve entrepreneurial desire.
3. According to the wishes of both parties:
Negotiation type, also known as goodwill type, means that the meaning of mergers and acquisitions is consistent through means of negotiation and agreement.
Forcing, it can be divided into hostile and malicious, that is, one party forcibly acquires the other party through non-negotiating means.
4. According to the legal status of the party after the merger:
Newly managed human form, that is, both parties to the merger have dissolved and established a new legal person.
Absorption type, that is, one of the legal persons is dissolved and absorbed by another legal person.
The holding type, that is, the parties to the merger are not dissolved, but one party is controlled by the other party.
1.4 Significance of Research Subjects As a unit that uses capital for production and management, an enterprise is an objective carrier for capital survival, value-added, and income. The organization and management of production and management are essentially the operation and planning of capital. The production and operation of any enterprise is rooted in the operation of capital, and must be converted by means of capital. In a sense, enterprise production and operation can be regarded as the realization form of capital management. Especially after China's accession to the WTO, capital operation has strategic significance for China's economy and society.
First, capital operation will promote the establishment and improvement of the socialist market economy. The essence is that the administrative mechanism allocates resources to market allocation resources, so that the capital mechanism can be produced and play a leading role in resource allocation.
Second, capital operations will promote the improvement of the corporate system.
In addition, the establishment of capital operation ideas will promote the construction of entrepreneurial teams, promote the development of business management theories, and improve the international competitiveness of Chinese enterprises.
Finally, capital operations have raised new issues for the government's macro-empty.
2 Insufficient research stage at present, China's business community has always attached importance to production and operation, ignoring capital operation. Emphasis on incremental investment and neglect of stock capital. Emphasis on the use of internal transaction-oriented strategies and neglecting the implementation of external transaction-oriented strategies. These misunderstandings have seriously affected the development of the national economy and enterprises, and have been unable to adapt to the inherent needs of economic development. The production and reproduction of society cannot be separated from capital. In the modern market economy, capital is the symbol of the continued operation of economic activities. Capital is like a huge reef, attracting various production factors of society to its surroundings. Where is the capital flowing, where the economic operation will be active, where the capital will gather, and where the economy will continue to prosper.
While emphasizing capital operations, we do not deny the importance of product operations. In fact, capital management does not exclude production operations. Capital operations in the production sector must be converted through production operations. Only through the means of production and management can the goal of capital management be finally realized. It is the operation of products that is so important. There are many research results related to production and management, but the depth and breadth of research on capital operation are very few. Based on the above reasons, the author regards capital operation as the research object.
This paper mainly introduces the development and trends of capital operation at home and abroad, as well as the related theoretical contents of capital operation. Focus on analyzing and exploring solutions to problems in the process of capital operation. Finally, through the case of enterprise mergers and acquisitions, explain the process of capital operation and summarize the key points and skills of capital operation. It is expected that through this paper, we will have a deep understanding of the importance, characteristics, operation and evaluation process of the entire capital operation in enterprise management and operation, and at the same time make a prospect for the development trend of enterprise capital operation.

references
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