The Study Of Stock-exchange M&A's Financial Problem In Chinese Enterprise

M&A is a good way to achieve optimized resources, improve manage level and economic efficiency. Stock-exchange is an important way of M&A in our country in future. Assessment of enterprise valuation and exchange radio are its financial issues.In China, people prefer cost to assess enterprise valuation. Obviously, it is not applicable when enterprises want to get interests from synergy. Though our country tried to close the international market and establish a income-based assessment system, because of the reality of our country and shortcomings in income itself, it is not feasible if applied it directly to assess the valuation of non-listed companies. Therefore, we started from the motivation, discussed some theories and methods which had been matured in this field, and then, according to the non-listed companies'real difficulties, optimized the discounted cash flow model in five steps to strengthen its applicability for non-listed companies .Exchange ratio is another important financial issue, it will directly affect the interests of both shareholders and depositors and continued financial situation of enterprises. So it is one of the key factors for the success of M & A. In shares-changed context, while the stock exchange M&A played multiple roles, the methods of exchange ratio have been innovated. We conceived that consideration and exchange ratio have greatly influenced M&A. A reasonable practice consideration should moderately higher than the theory consideration. At present, China's traditional exchange ratio methods are addition of net assets per share and market price per share.Because the former can not meet obviously the needs of M & A'motive, so listed companies should choose the later after considered some factors to calculated ratio. In addition, if price-earnings ratio(PE) will remain unchanged and there have not synergy, when the two companies which have simile PE M&A, different exchange ratio cause stock changes in different directions. If the exchange ratio is not change, because company's income per share which absorbed another cut down, its stock price could decrease. when the lower price-earnings ratio (PE)of companies absorb the higher PE of company, the later stock price will decreased. In contrast, while higher PE of companies absorb the lower one, got the opposite conclusion.In order to discuss systemly the financial aspects of stock-exchange M&A, this paper introduced finally the case that Wei Chai power company M&A Xiang Huo Ju company. Clarified that Chinese enterprises carried shares-changed how to successfully complete the stock-exchange M&A. Directed that in directional issuance of stock, the issue price should fully consider the intrinsic value of the company, inside and outside the industry average PE and so on; exchange price should consider the current and potential viability of management, stock price, synergy risks and the background.