| According to pay ways,The absorption merger may be divided into: Exchange stock and pay cash tomerge. Because; of paying cash merger damand to pay a large quantity cash, and want to undertake the risk of raising of funds, so that for this, exchange stock merger be elected by more atid more people. Analysis exchange stock merger, not difficult discover: The key of exchange stock merger consist in exchange rate. This is because exchange rate high or low to diteetly affect the rights of both parties' shareholder for owning the sura inside merger corpus. This paper is a case study of exchange stock merger of the ijnlfeted company of XiangCheng industries and listed company of ZhengHong group, in order to study that exchange rate should how to make sure.Enhance exchange rate make sure research, and have very important meaning. To merger both parties, it can help to analyze earning per-stock whether to be diluted, and buy on the economy whether reasonable etc; To take charge of the section, because of XiangCheng industries is the first stock system af Hunan province to try to order the business enterprise, and its s|oek eertifieates in social and public have been stopped bargaining for straightening outside illegal stock to bargain in china, therefore enhance this case research, right from now an enhance similar listed company absorb merger to have been stopped its stock bargain on the cabinet of the unlisted company's operation, crack ddwa the stock outside illegal bargain according to the method easy, keep stability of thje society and prfwslote to stock market health contain preface ground to develop to fcave the leading meaning. At the same time, because of the certain foundation of exchange rate is the worth of company, and enhance the research of this aspect, it is doubtless for establishment of thinking of the list price way of reducing holding of nation stock frovide reference. And is beneficial on accurate quotation company of business enterprise of our country of stateowned, then reply the fast and fierce fofejgt cajrital merger and acquisition.At first, this paper summarily introduces about corporative concept and type,choice the reason of merger or move because of, and look backed the domestic and international research present condition for company quotation model with assessinmethod of exchang rate. The next detailed introduces this corporative both parties' company background and move because of the merger, the both parties' company value quote model's adoption and quotation result, exchange rate assess method's choice and its result, on the foundation, and as to corporate both parties' and continuously company merging in front and back to proceed contrast analysis about financial circs. Finally, for this exchange rate method and its result from legitimacy, sciences, economics etc aspects proceeds evaluation and analyze, and still point out its esse of lack at the same time.As researching, this paper think: this valuation of company's value for exchange rate's basis, adopt book value and replacement cost method etc to get each stock clean property, not consist with company's value quoting principle, its result is not representing the inside value of company, but at confirming exchange rate,for influence company's inside value is from accrual ability, business growth, operate ability, repay debt ability,margin ability, management level and creditworthiness etc to consider, to adjust with an add coefficient. This is now to be placed in our country's buy environment of a kind of special capital construction, stock market and company value valuation market is still not matures, and have creation that certainly in present stage. With this at the same time, still airri at this exchange rate of the certain process inside lack that exsits, bring upped following suggestion: 1. As far as possible adopt to this valuation method which consisting with value quoting principle, and combine then this be used as exchange rate's valuation foundation. 2.
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