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作为资产重组的重要方式,分拆上市在资本市场发达国家及地区被广泛采用。但在我国企业资产重组的方式中,分拆上市却很少涉及。究其因,我国学界及监管层对上市公司分拆上市的价值理念和监管逻辑尚未形成统一的认识,关涉境内上市公司分拆上市的具体操作规范几未建立,以致境内上市公司分拆上市的实践也是举步维艰。鉴于当前我国资本市场上市公司对分拆上市的客观需求以及分拆上市在域外资本市场发展的成熟经验,大力推进上市公司分拆上市的理论研究和实践活动,切实从制度层面为分拆上市创造妥实高效的法律环境,这对丰富我国上市公司资产重组方式,完善我国资本市场功能无疑具有重要的现实意义。
As an important way to reorganize assets, the spin-off listing is widely adopted in developed countries and regions in the capital market. However, in the way of reorganization of corporate assets in China, spin-off is rarely involved. The reason is that the academic circles and supervisors of our country have not yet formed a unified understanding of the value concept and regulatory logic of the spin-off of listed companies. The specific operational norms concerning the spin-off of domestic listed companies have not been established yet, resulting in the spin-off of domestic listed companies Practice is also difficult. In view of the objective demand of spin-off listing and the mature experience of spin-off listing in the development of overseas capital markets, the listed companies in capital markets of our country vigorously promote the theoretical research and practical activities of spin-off listing of listed companies to effectively create a spin-off listing for the listed companies A legal environment that is efficient and effective, which undoubtedly has important practical significance for enriching the assets reorganization of listed companies in China and perfecting the functions of capital markets in our country.