Risk Prevention Of State-owned Enterprise Mergers And Acquisitions Under The Gambling Model

With the deepening reform of state-owned enterprises,merger and acquisition has become an effective means to optimize the layout of state-owned enterprises,carry out strategic investment and improve operational efficiency.The transaction motivations of all parties in merger and acquisition facilitate transactions.The annual performance evaluation of the management of state-owned enterprises often forms the core transaction motivation of merger and acquisition of state-owned enterprises.Under the evaluation indicators such as investment,income,profit and rate of return,merger and acquisition is the market behavior that is easiest to rapidly increase the income and profit scale;In order to cope with the pressure of increasingly strict and standardized "cliff type" assessment of state-owned enterprises(that is,there is a huge gap between the completed and uncompleted performance indicators),the most important way for the management of state-owned enterprises to complete the performance assessment is to find excellent merger and acquisition targets in the market.The merger and acquisition of external assets by state-owned enterprises also faces huge merger and acquisition risks and operational risks.If there are too many shares in the merger and acquisition,the gamble is too heavy,and the original shareholders’ shares after the merger and acquisition are too small,they may face huge post merger and acquisition operational risks.As the case of Jiangnan garden merger and acquisition(the case of state-owned enterprises merging private enterprises)analyzed in this paper,the operating conditions during and after the gambling period are completely different.The merger and acquisition of related assets of state-owned enterprises also faces the risk of information asymmetry that it is impossible to determine whether they are high-quality assets.Not every transaction,both parties of the transaction will stand on the perspective of maximizing the interests of shareholders.The state-owned enterprises are not good at enterprise operation.In order to complete the investment task of performance assessment,the state-owned enterprises also tend to continue to increase investment in the originally profitable projects.Although it is easy for the state-owned enterprises to obtain financing,However,the financing risks caused by a large number of external financing lead to heavy operating burden of enterprises.As the Dinosaur Valley case(the case of internal related assets merger and acquisition of state-owned enterprises)analyzed in this paper,these problems are the crux of the state-owned enterprise merger and acquisition.This paper takes Yunnan Tourism(002059),a listed company,as the case study subject,through comparative analysis of two merger and acquisition cases-Jiangnan garden case(state-owned enterprise merger and acquisition private enterprise)and Dinosaur Valley case(internal merger and acquisition of state-owned enterprise),from the perspective of merger and acquisition motivation of both parties,analyzes the two obviously different gambling agreements,and combines the financial data analysis of the merger and acquisition enterprises for many years to think about the merger and acquisition valuation Some phenomena,problems and measures in merger and acquisition management and risk prevention,study the relationship between the performance appraisal system of state-owned enterprise management and the valuation and gambling agreement in merger and acquisition,and draw a conclusion:the deepest problem in the merger and acquisition of state-owned enterprises-the mismatched agency relationship between asset managers and asset owners,and the complicated transaction motives of all parties involved are the reasons for the low success rate of merger and acquisition of state-owned enterprises.Combined with some experiences and lessons in the case,five suggestions for risk prevention in the merger and acquisition of state-owned enterprises are put forward: 1.For the performance evaluation of state-owned enterprises,both long-term objectives and short-term objectives are required;2.The management mechanism of state-owned enterprises should continue to correct,adjust and deepen reform;3.State owned enterprises and private enterprises should strengthen cooperation and do their best and perform their duties;4.Adjust the duration,share ratio and the amount of bet in the bet agreement according to the actual situation;5.Attach importance to the role of "people" in merger and acquisition,and fully consider the interests of all parties involved and employees.