Core Viewpoint - Special Purpose Acquisition Companies (SPACs) have emerged as a significant financial tool, capturing over 60% of the U.S. IPO market share and raising more than $220 billion during the 2020-2021 period. Despite regulatory tightening in 2022 leading to a decline in market enthusiasm, SPACs continue to be active and serve as an important supplement to traditional IPOs [3]. Group 1: SPAC Definition and Market Evolution - SPAC stands for Special Purpose Acquisition Company, a financial instrument designed for company listings. It originated in the U.S. in the 1990s and gained traction after becoming legalized post-2005. SPACs operate as "pure cash" shell companies with the sole purpose of acquiring one or more target companies, primarily non-listed firms [5][6]. - The advantages of SPACs compared to traditional IPOs are encapsulated in the "three reductions and one increase": reduced time costs, lower compliance thresholds, diminished market volatility impact, and increased financing certainty. This new pathway to public markets offers previously unknown quality companies unprecedented opportunities [6]. Group 2: Mechanisms and Challenges of SPACs - SPACs face several challenges, including stricter regulatory requirements for information disclosure and conflicts of interest between shareholders and sponsors. The initial funding and IPO costs are primarily sourced from the sponsors, who typically hold about 20% of the issued shares post-IPO. If a merger is not completed, the raised funds are returned to investors, but sponsors can profit regardless of post-merger stock performance [8]. - The case of Churchill Capital III acquiring Multiplan illustrates the potential misalignment of interests, where shareholders suffered significant losses post-merger while the sponsor profited due to their low-cost shares. This raises concerns about SPACs being perceived as tools for wealth transfer rather than value creation [8]. Group 3: Value Analysis of SPACs - Research focuses on the dual characteristics of SPACs, which possess both value-creating capabilities and agency cost issues. A structural model is constructed to analyze the incentive mechanisms and market impacts of SPACs, particularly during the de-SPAC process [10][11]. - The model assumes that SPACs can create value through mergers, but this value creation is influenced by agency costs and information frictions between sponsors and shareholders. Shareholders rely on the sponsor's reputation and transaction terms to infer expected returns, impacting their decisions on whether to redeem shares [11].

Investment Rating - The report does not explicitly provide an investment rating for the industry Core Insights - Stewardship management is a new model of corporate governance arising from changes in investor structure, emphasizing the role of institutional investors in enhancing corporate governance and protecting minority shareholders [1][2][5] - The primary focus of stewardship management for public funds in the short to medium term should be on improving corporate governance, particularly the protection of minority shareholder rights [5][6] - The report highlights the importance of a soft governance strategy, where public fund managers should primarily participate and propose secondary, aiming to reduce internal friction in corporate governance [4][42] Summary by Sections Introduction - The report introduces the concept of stewardship management as a systematic practice for institutional investors to enhance corporate governance and long-term value creation [12][13] Deep Demands of Stewardship Management - Stewardship management emphasizes the influence and proactivity of institutional investors, distinguishing it from passive holding [13][14] - The evolution of investor structure in capital markets reflects a shift in corporate governance models, with large asset management institutions gaining significant influence [14][22] Three Major Confusions and Answers - The report discusses three main issues faced by public funds in implementing stewardship management: agency problems, investor structure, and portfolio diversification [24][25] - Agency problems can be alleviated through regulatory requirements and the value of stewardship management [25][27] - The investor structure in A-shares is characterized by a dominant controlling shareholder, which necessitates a soft governance strategy for public funds [36][37] Practical Guide for Stewardship Management - The report outlines a three-stage approach for public funds in stewardship management: passive response, active intervention, and proactive governance [60][61] - It emphasizes the need for a robust internal system and team dedicated to stewardship management, integrating ESG research with investment analysis [63][64] Future Outlook - The most universal issue for stewardship management is the protection of minority shareholder rights, particularly in a governance model dominated by major shareholders [72]