| Since 2014,in order to adjust the industrial structure,reform the economic system,and provide good investment opportunities for the stock market,China has created mortgage supplementary loans,and frequently cut interest rates,which makes more and more listed companies keen on high premium mergers and acquisitions,in order to integrate resources and improve their competitive advantages.At the same time,the goodwill generated by high-premium mergers and acquisitions is also increasing as a proportion of the balance sheet of the enterprise,thus forming high goodwill.The confirmation of high goodwill was originally intended to convey to the outside world the enterprise's "excellent quality and reasonable price" of this transaction,and there will be better development in the future.However,in the actual process,the performance of the acquired party was not as expected when the acquisition,or worse,so that the acquirer had to plan for the impairment of high goodwill.However,Chinese enterprises only make impairment provision for goodwill at the end of each year.Therefore,the sudden high impairment of goodwill not only causes huge fluctuations in the performance of the mergers and acquisitions parties,but also severely damages the confidence of stakeholders,which also reveals the hidden trouble behind the high premium mergers and acquisitions.The case of this paper is that Ao Ruid listed A shares in March 2015 by backdoor southwest pharmaceutical co.,LTD.In November 2015,Ao Ruide acquired 100% equity of Xin Hangkeji technology co.,LTD.At the time of acquisition,the net assets of Xin Hangkeji technology were only $61.136 million,while Ao Ruide offered $1.532 billion,with a value-added rate of 2,325.63%.However,in 2017,under the dual unfavorable conditions of not optimistic sales of main products of Xin Hangkeji and not meeting the performance target of commitments,Ao Ruid did not conduct impairment treatment of its goodwill.Instead,it suddenly reported impairment of goodwill of RMB 1.656 billion in the annual report of 2018.Based on the above background,this paper adopts the case study method,taking Ao Ruide 's acquisition of Xin Hangkeji as the case study,first analyzes the premium generated by Ao Ruide 's acquisition of Xin Hangkeji,and compares it with the industry premium,concluding that the premium of Ao Ruide 's acquisition of Xin Hangkeji is artificially high.Secondly,by using the method of goodwill impairment test,the timingand amount of goodwill impairment recognition of Ao Ruide were analyzed,and it was concluded that Ao Ruide did not make provision for goodwill impairment in time and the impairment amount was insufficient.Finally,after analyzing the motive of goodwill impairment,it is concluded that Ao Ruide 's motive of delaying the withdrawal is to relieve the pressure of performance commitment of backdoor listing and "wash" the performance.This article studies by revealing the goodwill impairment exists by managers use to make earnings management,can facilitate regulator to realize this problem,more fully to regulation of goodwill,inhibition of company not offending provision goodwill impairment test should be implemented in the behavior of the impairment loss,effectively reduce the risk of goodwill.In addition,it can make investors focused on goodwill impairment risk,thereby further strengthening standards in terms of goodwill business operability,thereby provide corresponding guidance for goodwill related accounting practice.It also can promote the stable and healthy development of capital market and provide the corresponding reference for the policy-making department,so it has a certain practical significance. |
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