Research On The Apani Performance Commitment Of Baoxin Technology

Since 2013,the m&a boom rise in capital market,the acquirers generally set set performance commitment with recipient in order to protect their own interests,and the acquired party have made big promises in order to obtain higher financing and facilitating the completion of the transactions.With the arrival of the promised delivery period,due to the unfulfilled promise,voluntary changing the the performance commitment agreements and even litigation disputes began to appear.In recent years,the CSRC has made revisions to the key points and frequently questions of M&a review,in particular,the new regulations issued by the CSRC on June 17,2016-the acquirers will not change the performance pledges,which all showing the CSRC has paid more and more attention to the problems of the performance pledge in the merger and reorganization,but the problem continues when listed companies using the performance commitment mechanism in mergers and acquisitions.of.At present,in this situation,in-depth analysis of the problems and causes in the performance pledge application,researching how to reduce the risk in the process of performance commitment is imperative.This paper selects Baoxin technology mergeing Shanghai Apani as a case study,which is not too controversial,and it happened just after the new rules,so it has certain representativeness,because the two sides have had legal disputes in 2016,the data of full text is limited to 2017 years ago.Firstly this article introduces the research background and significance,and then research on the related literature at home and abroad;Secondly,difining the relevant concepts of merger and reorganization,the theoretical basis of performance commitment;Thirdly,the paper introduces the performance commitment of baoxin technology merging Apani.Fourthly,putting forward the problem of substandard performance,then combining the entropy value method,hamming posted progress and comparative analysis to make analysis of the reasons.Research shows that it has many problems,such as the target company is not suitable,the method of equity purchase is not appropriate,the valuation is not reasonable,the performance commitments is excessive,the design of the performance compensation agreement is too simple and the synergistic effect of management is not fully developed.Finally,according to the analysis,putting forward the corresponding suggestion.In the context of new rules,from the perspective of reducing the risk of performance commitment,the conclusion is as follows: Firstly,The company should focus on the selection of the underlying company.Secondly,in addition to paying attention to reasonable valuation,the choice of purchasing mode and reasonable setting of performance commitment.The acquirer should focus on the design of the performance compensation agreement and add safeguards to enhance its effectiveness.Thirdly,after the performance commitment is set,the acquirer can promote the play of synergistic.through the construction of management team.