内地资本市场敌意收购的历史并不短。1 993年,中国宝安集团通过二级市场收集流通股的方式取得延中实业第一大股东地位,这是中国证券市场的第一起公司控制权争夺案例,也被视为内地资本市场敌意收购的开端。此后,以内地企业为目标的敌意收购共发生了2 1起,与国内上市公司总数相比来说,这一数字显然是微不足道的,与敌意收购难得一见相伴相随的,是反收购也难得一见。近年来真正让人印象深刻的反收购战,首推2001年搜狐对北大青鸟的抵抗。当时搜狐赋予公司普通股股东一项优先购买权,一旦有收购人持有搜狐股权超过20%,其他股东便有权行使优先购买权,获得价值等于其执行价格2倍的优先股,或者将其持有的股权以2倍价格出售给公司。搜狐的这个战术被称为毒丸术,是反收购战术中常用的一招,2005年新浪面对盛大陈天桥的收购时,也祭出了毒丸术。*ST美雅通过计提坏账准备等手段做低公司价值,以令潜在竞购者望而却 The history of hostile takeovers in the mainland capital markets is not short. In 1993, China Baoan Group acquired the largest shareholder of Yanzhong Industrial through the circulation of outstanding shares in the secondary market. This was the first case of control over the company in China’s securities market and was also considered a hostile takeover by the mainland capital market beginning. Since then, 21 hostile takeovers targeting domestic enterprises have taken place. Compared with the total number of domestic listed companies, this figure is obviously insignificant. Compromised by hostile takeover, anti-takeover rare. In recent years, the real impressive anti-takeover war, the most important push in 2001 Sohu Beida Jade Bird resistance. At that time, Sohu granted a preemptive right to ordinary shareholders of the Company, and once the purchaser held more than 20% of the Sohu share, the other shareholders would have the right to exercise the preemptive right to acquire preference shares valued at twice the performance price or to convert The shares held are sold to the company at twice the price. Sohu this tactic known as poisoning surgery, anti-acquisition tactics are commonly used in a move, in 2005, Sina face of the acquisition of the grand Chen Tianqiao, also resorted to poisoning surgery. * ST Meiya makes low company value by withdrawing bad debt provision and other means to make the potential bidders hope