| The upsurge of mergers and acquisitions in China around 2015 led to a large number of mergers and acquisitions,and also a number of abnormal performance commitments,when performance commitments could not be completed,the acquirer will face large losses of goodwill and other non-recurrent profit and loss,which will drag down the company's net income,resulting in a fall in share prices,therefore,a lot of mergers and acquisitions feel so miserable.Besides,The CSRC stipulates that in the major asset reorganization of listed companies,the reorganization party allowed not to change the performance compensation commitment.This rule has completely blocked the way that listed companies plan to get out of a business by changing the performance compensation scheme.Due to the negative impact of large goodwill impairment,Jiai technology choose to let the original shareholders' original repurchase to avoid the rules that CSRC made.As for the first way,the industry has not been qualitative,this article will analyze the merge and peel off the assets of the deep reasons 2 years ago,and then explore whether this behavior is to divest non-performing assets or manipulate the stock market.After briefly introducing the related concepts of merger,stripping assets and market value management,this article introduces the process and motives for the merger of Jiai Technology and the separation of Anpu Victory by comparing the macro environment,financial data,industry development of the market.Afterwards,from the timing of asset stripping,the timing of corporate restructuring,the nature of assets acquired,the purpose of goodwill impairments and changes in stock prices to analysis of the original stock withdrawal behavior of Jiai Technology.In terms of the rationality of assets acquisition,the company consolidated and analyzed the entire acquisition process of Jiai Technology,the equity value of Anpu Victory and the impairment value of Jiai Technology's goodwill.In terms of the effectiveness of asset stripping reasons,the three reasons Jiai Technology given in the announcement of major assets sale are analyzed one by one from three aspects: the overall situation of the oil service industry,the real purpose of depreciation of the large amount of goodwill,and the transformation of the main business of the company,in order to refute the divestment of their stripping assets reasons.In terms of changes in stock prices,analyzed the situation before and after the asset acquisition announcement,the asset dive announcement,the announcement of the major shareholder reduction announcement and the change in the stock price of Jiai Technology,which was held by the shareholders of Anpu Victory's former non-publicly held company,after the non-disclosure increase.Based on the analysis of the above three aspects,it was finally concluded that the essence of Jiai Technology's separation of the assets from Aupu's victory is not to strip bad assets but to manipulate the stock market.The key to Jiai's manipulation of the stock market behavior lies in the fact that the government needs to improve its supervision in this area.Secondly,there are still limitations on the division of responsibility for asset appraisal in China.Thirdly,the professional competence and the independence of some auditors needs to be strengthened.Finally,the judgment ability of investors to the company needs to be improved.In view of this,this paper concludes with suggestions from four aspects: government regulators,appraisers,auditors,and investors.It hopes to help reduce the manipulation of the stock market. |
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