Case Study On M&A Of The STAR Market

With the rapid development of my country’s economy and the maturation of the capital market,mergers and acquisitions have become an important means for enterprises to allocate resources and enhance market competitiveness.and companies on the STAR Market are no exception.On June 13,2019,the STAR Market announced the official opening of the Shanghai Stock Exchange,becoming the battlefield for my country’s registration system reform.In the same year,the "Special Regulations on Major Asset Restructuring of Companies Listed on the STAR market" officially issued by the China Securities Regulatory Commission and the "Review Rules for the Major Assets Restructuring of Companies Listed on the STAR market of the Shanghai Stock Exchange" officially issued by the Shanghai Stock Exchange marked the merger and reorganization of companies listed on the STAR market.The reform of the registration system shows that the reform of enterprises on the STAR market has expanded from IPO listing to the field of mergers and acquisitions.Huaxing Yuanchuang is the only company on the STAR market that has successfully acquired a company,and the study of this case is typical.By combing and summarizing domestic and foreign literatures,it is found that most of the case studies on mergers and acquisitions in my country are concentrated in the main board market,and the research on the STAR Market is also mostly in the aspects of information disclosure system,IPO and equity incentives,and rarely involves case studies on mergers and acquisitions on the STAR Market.This thesis studies specific M&A cases of Huaxing Yuanchuang combined with the characteristics of the M&A and restructuring rules of the STAR Market and the STAR Market.which can find out the successful experience and existing problems of this merger,and reasonably expand the scope of application of the conclusions from point to point,In order to provide reference suggestions for companies on the STAR Market who want to carry out mergers and acquisitions.First of all,this case occurred on the STAR Market,and the review of mergers and acquisitions on the STAR Market focuses on "synergies".This article will explain the reasons for mergers and acquisitions from three aspects:operating synergies,financial synergies and management synergies.Secondly,the M&A risk is analyzed from two time dimensions before and after M&A.Then,using the comparable company method and the comparable transaction method to judge whether the M&A valuation of the target asset Olympus is reasonable,and comparing the actual price paid,it is found that Huaxing Yuanchuang did not pay an excessive price for the acquisition of Olympus.Finally,the M&A performance is analyzed from multiple perspectives: First,due to the relatively conservative performance commitment settings,the performance commitment of the underlying assets has been completed well;Second,it can be seen that the market has a positive attitude towards this merger by observing the market reaction;Third,through the financial indicator method,it is found that although the profitability and development ability have improved,due to the poor utilization efficiency of assets after the merger,the operating ability needs to be improved.Although the solvency has declined,it is still far better than the industry average;Fourth,The scientific and technological innovation capabilities of the companies on the STAR Market are particularly obvious.After the merger and acquisition of Huaxing Yuanchuang,the three indicators of innovation manpower input,financial resource input and innovation output capacity have improved;Fifth,through the non-financial indicator,it is found that Huaxing Yuanchuang has increased its market share and enriched its product layout through this merger and acquisition activity,but the management synergy effect needs to be strengthened.This thesis sorts out and analyzes the cause and effect of the case from the perspective of hindsight.Finally,through the analysis of the case of Huaxingyuan’s merger and acquisition of Ou Litong,combined with the characteristics of the M&A and reorganization rules of the STAR Market,to improve the reference suggestions for the companies on the STAR Market that want to carry out mergers and acquisitions in the future.First,provide feasible suggestions on the problems of Huaxing Yuanchuang from the aspects of finance and business operation;Secondly,combine the characteristics of the STAR Market and the M&A and reorganization settings of the STAR Market to provide reference for the companies of the STAR Market that want to carry out mergers and acquisitions in the future.The recommendations mainly include: First,the rationality of mandatory disclosure of performance commitments is a distinctive feature of mergers and acquisitions of companies on the STAR Market.It is difficult for unreasonable performance commitments to pass the review of regulatory agencies,so it is recommended that companies set more reasonable performance commitments;Second,the companies on the STAR Market need to pay more attention to the risk of intangible asset assessment,because the target assets of the STAR Market mergers and acquisitions have the attributes of sci-tech innovation,and a major feature of sci-tech innovation companies is the high proportion of intangible assets;third,the companies on the STAR Market can issue shares to purchase assets at 80% of the market reference price,and add the means of issuing shares to the M&A payment method,which increases the trading space for both parties and is more conducive to reaching an agreement;Fourth,make a comprehensive assessment and select high-quality underlying assets.Enterprises on the STAR Market require that the underlying assets have the attributes of science and technology innovation,and the main business has a synergistic effect,and the conditions are relatively harsh.Its non-financial circumstances are taken into account.