Research On Anne's Gambling Agreement To Prevent M & A Risks

In recent years,with the guidance of the economic environment and domestic policies,China's capital market has set off a wave of mergers and acquisitions,and the resulting problems have become more and more obvious.Although mergers and acquisitions have become a fast way for enterprises to grow and transform,the related problems that arise are the pain points that are currently difficult to solve in the capital market.After the emergence of a new wave of mergers and acquisitions,the risks associated with mergers and acquisitions have become more and more obvious.Many companies have failed to honor their performance promises and other "black swan" incidents have disrupted the market order and brought huge negative effects to the company and shareholders.,Harming the interests of investors.As China's M & A market is active,research on M & A risks has also received much attention.In order to avoid more M & A risks,gambling agreements have been widely used since entering the Chinese capital market.Some companies did not accrue goodwill impairment at the end of the period for earnings management and failed to complete performance commitments during the commitment period,and the use of the income method in the acquisition of the target caused a high premium,thereby forming a merger risk.This article selects the case of the merger and acquisition of Changyuan Guoxun by Annie.First,sort out the M & A information related to the case,collect the relevant information of Annie shares,check the announcement of the listed company,comb the background of the case company,and explain the process of the M & A event and the completion of the gambling agreement.Next,identify the M & A risks in this case and analyze the three nodes before,during,and after the signing of the gambling agreement.The M & A party's Annie shares,without determining the target of the M & A,identified an unreasonable M & A target company and insufficient investigation of Changyuan Guoxun.Therefore,there are many unreasonable points in the valuation of Changyuan Guoxun.After the signing of the gambling agreement,no effective integration of new technologies and management schemes was achieved after the merger and acquisition,resulting in impairment of goodwill.In addition to valuation risks and information asymmetry risks,this merger andacquisition also faced higher business Reputation impairment risk.Finally,the entire transaction process is analyzed,and the role of the gambling agreement is to protect the M & A party.If the merged company does not reach the promised net profit,it needs to compensate the M & A company according to the gambling agreement.Problems,give suggestions on risk prevention for the entire process of signing the gambling agreement,and draw corresponding enlightenment from the three perspectives of the merger,the merged party,and the capital market.Try to prevent other listed companies from preventing the risk of goodwill impairment.Provide reference and experience.