Study On The Goodwill Impairment Produeced By Zhongyuan Acquired Shixuan

In recent years,with the rapid development of China’s capital market,the M&A market has been in full swing.Listed companies have gradually become one of the main means to upgrade and transform enterprises by means of M&A and restructuring.However,there are many problems hidden behind the development.With the increase of M&A scale of listed companies,the goodwill has reached 1.31 trillion yuan by the end of2018.The huge goodwill,like the sword of Damocles hanging over the a-share market,has caused many market concerns.By the end of 2018,according to the industry distribution of goodwill scale,the top three industries are media,medicine and biology,and computer software,all of which have the characteristics of " light asset ".From the perspective of merger and reorganization type,"cross-border merger and acquisition" has been a high incidence area of goodwill impairment.Based on this,this paper specially chooses the case of cross-border acquisition of asset-light companies to analyze the recognition of large goodwill and the causes of goodwill impairment in the process of acquisition.This paper firstly sorts out the research literature in relevant fields,and then studies the goodwill related theory,enterprise value evaluation theory,valuation adjustment mechanism and goodwill impairment related theory.Secondly,on the basis of theoretical research,this paper takes zhongyuan company acquiring shixuan company as a specific case,analyzing the background of the case,the occurrence of large goodwill and the reasons for goodwill impairment,and expounds the potential problems existing in the case.After analysis,in terms of goodwill recognition,this paper argues that the overestimation of the acquisition target’s earnings forecast,the selection of share-based payment means,the inherent attributes of asset-light companies and the insufficient identification of intangible assets in the acquisition process ultimately lead to the overestimation of goodwill recognition in the case.In terms of goodwill impairment,this paper mainly analyzes the decline of the target performance,performance commitment,synergies,earnings management,information disclosure and responsibilities of intermediaries.At last,this paper summarizes the cases and forms relevant conclusions about goodwill overestimation and goodwill impairment,and puts forward some personal Suggestions.Especially for the subsequent measurement of goodwill,the method combining goodwill amortization and goodwill impairment test can be adopted.