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由于我国与西方国家具有不同的政治和经济制度的背景,并购现象也存在很大差异。就概念而言,也有不同的解释和看法,有人认为上市公司重组是指对上市公司的股权和上市公司所拥有的资产以及所承担的债务进行的重组,并和上市公司的资产重组区别开来。认为资产重组仅指对公司资产进行重组,而不涉及公司的股权和债务,因此资产重组是公司重组的重要内容之一,但是公司重组不仅限于公司资产重组(吴林祥,2001年)。也有人认为目前我国证券市场上的“资产重组”是指兼并、收购、托管、资产置换、借壳、买壳等行为的总称,实际上,上市公司资产重组的概念早已超越了资产的范畴,如国有股无偿划拨、无资产注入的公司控制权变化以及债务重组等。可见我国证券市场资产重组的内涵和外延不是一个边界分明的概念,表述一切有关上市公司重大非经营性或非正常性变化的总称(陆国庆,2001年)。本文所述资产重组视同于重组概念,并按照深沪交易所对重组公告的分
Because of the background of different political and economic systems between our country and western countries, the phenomenon of mergers and acquisitions is quite different. In terms of concept, there are different explanations and opinions. Some people think that the reorganization of listed companies refers to the reorganization of the listed companies' equity, the assets owned by listed companies and the debts they owe, and distinguishes them from the reorganization of assets of listed companies . The reorganization of assets is not only limited to the reorganization of the assets of the company (Wu Linxiang, 2001). The reorganization of assets is not only limited to the reorganization of assets of the company but also involves the reorganization of the company assets. Some people think that at present, the “reorganization of assets” in China's securities market refers to the general term of mergers and acquisitions, custody, asset replacement, backdoor and shell buying. Actually, the concept of assets reorganization of listed companies has already surpassed the category of assets such as State-owned shares are allocated free of charge, changes in corporate governance without asset injections, and debt restructuring. It can be seen that the connotation and denotation of assets reorganization in China's securities market are not a clear-cut concept and all the general statements about the changes of major non-operating or non-normal listed companies (Lu Guoqing, 2001). The asset restructuring described in this article is the same as the concept of restructuring, and in accordance with the Shenzhen and Shanghai Stock Exchange notice of the restructuring announcement