Performance Commitment,Information Disclosure And Investor Protection

With the rapid development of my country’s capital market,the state encourages the integration of resources through mergers and acquisitions to optimize the allocation of resources in the capital market.Performance commitments emerged at the historic moment.However,since 2018,performance commitments have not been met and performance has changed frequently,making the role of performance commitments questioned.More and more performance commitment cases show that performance commitment is often used as a controlling shareholder’s tool to increase market value and arbitrage.However,the motivation of corporate mergers and acquisitions and performance commitment is difficult to reflect on the merger day,so it is necessary Enterprises conduct research.Information disclosure is the most direct research path.Information disclosure can directly reflect the company’s strategic planning and development level,and it can also indirectly reflect the attitude of large shareholders towards small and medium investors,which helps us better study corporate mergers and acquisitions and performance.Commitment motivation.Due to the characteristics of high-scale production requirements,extensive process coverage,strict cost control,and long industrial chain,the automotive industry has a distinctive representation,and the research experience of automotive companies can provide references for other manufacturing industries.This article uses case analysis method and event research method to take the acquisition of Zotye Motors by Jinma as a case to discuss whether the major shareholders in the listed company under the pressure of compensation for performance commitments will fail to complete the performance commitments from the perspective of information disclosure.Manipulating information disclosure and reducing the quality of information disclosure,thereby affecting investors ’decisions and judgments,provides a new perspective for the analysis of M & A and performance commitments of listed companies and the self-interested behavior of large shareholders.The study found that:(1)The M & A emphasizes capital operation rather than enterprise development;(2)Performance commitment as a key element of the M & A,which supports a high M & A premium;(3)Information disclosure reflects the fact that major shareholders arbitrage In fact,the interests of small and medium-sized investors have actually been encroached upon.Therefore,this article proposes the following suggestions:(1)Standardize performance commitment standards and effectively supervise high-value valuation mergers and acquisitions;(2)Improve the information disclosure system and improve the information disclosure level of performance commitment companies.