Reasearch On Performance Commitment Risk And Its Countermeasures Of Taihai Nuclear Power Backdoor Listing

With the increasing improvement of the domestic capital market,more and more enterprises are seeking IPO listing.Before the China Securities Regulatory Commission officially issued the full implementation of the registration system in February 2023,backdoor listing under the approval system is a convenient way for some enterprises to list in China.Since 2008,China’s China Securities Regulatory Commission has introduced performance commitments into major asset restructuring,and performance commitments have been widely used in backdoor listing.The setting of high performance targets,high valuation and high premium during the performance commitment period will induce the occurrence of surplus management behavior of enterprise management.At the same time,the information asymmetry of backdoor listing itself will increase the risk of performance commitment,which will not only cause risks to the enterprise itself,but also bring losses to small and medium-sized shareholders.The performance commitment itself and Follow-up risks cannot be ignored.At present,the risk research of performance commitment mainly focuses on the research on failure cases and the risk of the agreement itself,and there is less research on the successful cases of performance commitment and the follow-up risks caused by the implementation of the agreement.This article selects the case of Taiwan Strait Nuclear Power’s listing of Danfu Co.,Ltd.to make a specific analysis of the performance commitment risk and put forward corresponding risk prevention strategies.First of all,this paper makes a detailed comparative analysis of the debt repayment,profit,operation,growth and cash flow indicators before and after the performance commitment,and finds the fact that the enterprise has completed the performance of the merger and acquisition commitment period through earnings management.Then,the risks of the main terms of the performance commitment and the follow-up risks caused by the performance commitment agreement are analyzed respectively.The risks of the main terms of the performance commitment include: high valuation risk,high performance target risk,the risk of a single performance evaluation index and the risk caused by the performance compensation method.The risks existing in the performance commitment agreement itself forced the management of Taihai Nuclear Power to take short-sighted actions to achieve the performance goals,which led to subsequent risks such as strategic risks,enterprise value risks,internal control risks,performance commitment change risks and infringement of the interests of small and medium-sized shareholders.Finally,according to the above analysis,the performance commitment risk response strategy is proposed.This paper obtains the following conclusions through research: First,the Tobin Q-value analysis method and the event research method are used to quantitatively analyze the infringement behavior of small and medium-sized shareholders during the value and performance commitment period of Taiwan Strait nuclear power enterprises respectively.Through the comparative analysis of the financial situation before and after the Taiwan Strait nuclear power performance commitment period,it is demonstrated that The main means of overseas nuclear power to complete the performance commitment surplus management.Although Taihai Nuclear Power has completed the performance of the commitment period in form by constructing related transactions,it has brought great risks to the financial situation after the commitment period.Second,regarding the response strategy of performance commitment risk,the two parties should reasonably evaluate the underlying assets,scientifically set performance targets,enrich the performance commitment indicators and compensation methods,fully understand the industry policies of the target enterprise,establish a reasonable and effective integration system from multiple angles,and improve the information disclosure mechanism of performance commitment.In this paper,nuclear power manufacturing enterprises are selected as the research object of performance commitment risks in backdoor listing.The research results provide reference value for other enterprises and small and medium-sized investors who are greatly affected by policies to identify and deal with performance commitment risks.