| The phenomenon of applying performance compensation commitments by Chinese listed companies began with the split share structure reform initiated in 2005.In order to better protect the rights and interests of small and medium shareholders during mergers and acquisitions,the policy stipulates that when a listed company makes a transaction with the controlling shareholder or its associated controller,it must sign a performance commitment.In recent years,due to the expiration of performance commitments,the performance of the target company failed,and the compensation agreement for the unfinished part of the implementation of the implementation of the high-distribution,change compensation methods and other violations of minority shareholders’ rights.In the process of mergers and acquisitions,in order to improve the valuation,the general company will use the signalling effect of performance commitment to carry out high-performance commitments to communicate to the outside world that the company is a high-quality potential stock information,resulting in a high valuation,high premium and high performance commitment.phenomenon.Once the performance commitment cannot be completed,the major shareholder who is responsible for the compensation will often adopt a series of measures to achieve the purpose of profit from the performance commitment and reduce its own damage,and also damage the rights and interests of the minority shareholders.Therefore,whether the performance commitment can truly protect the rights of listed companies and small and medium investors in the implementation process remains to be studied.This paper firstly sorts out relevant domestic and foreign performance commitments and the protection of minority shareholders.It defines the related concepts in this paper,and lays a foundation for the theoretical basis of the major shareholders’ short-selling theory and signal transmission theory.The following is a brief introduction to the case company.The selected case company is Zhonganke Co.,Ltd.,because it is a typical case company with high valuation,high premium and high performance commitment,and the performance commitments have not met the standards for three consecutive years.In the third chapter of the article,we will mainly introduce the process of asset restructuring,performance commitment and performance compensation,and further explore the reasons for the failure of performance commitment.The paper analyzes the rationality of cash dividend distribution in 2014 and 2015,and finds that although the major shareholder does not have a high amount of cash dividends,it will infringe the minority shareholders’ rights by delaying the compensation of the shares and less compensation for the shares.The event analysis method was used to analyze the impact of performance commitment events on minority shareholders.When the performance commitment was made,Zhonganke Co.,Ltd.increased its share price and excess return,indicating that when the performance commitment was made,the signal transmission function conveyed good news to the small and medium shareholders.In the short term,the stock price rose to promote the development of the enterprise,but when the performance commitment was not completed,The accumulated excess returns lasted for 18 days,and the negative impact of the interests of small and medium shareholders was very large.The market reaction was negative,and the damage caused to small and medium shareholders was long and difficult to make up.In order to verify this long-term damage and make the conclusion more convincing,this paper further analyzes from the perspective of long-term financial effects.Finally,it concludes that it is necessary to improve the performance commitment system,improve the laws and regulations related to the performance commitment system,and recommend third-party profit forecasts. |
