Study On Valuation Adjustment Mechanism Of Enterprise' Cross-border Merger & Acquisition

VAM is used widely in western capital market. Almost every investment activities will use this kind of technology indispensably, and it is the most important loop of investment activities. Because investors and financiers can't estimate their future performance 100 percent correctly, so the investors tend to protect their interests through VAM. The contracts which are signed by the investors and financiers contending conditions of valuation adjustment are called "VAM".In recent years, a larger number of famous foreign investing banks choose to invest in china, some investors invest in Chinese stock market through QFII, some investing banks invest many entity structure companies whose scales have already reached certain lever .In the course of the investment through QFII, foreign investing banks, Chinese investors (containing institutes and privates) and the listed companies are in the equal statues relatively , the profits they get are reasonable in some way. However , when some foreign investing companies (For example ,Morgan Stanley, abbreviating MS in the following part. ) invest some Chinese entity structure companies .they have advantages on the capital, in the meantime ,they use VAM and some marketing methods ,such as strong research tendency , influence from the investing inquiring of the companies to the international investing banks, adjusting stock price indirectly, to influent the development of the companies .In the end ,they get fat profit and high return on investment . No matter the invested companies will succeed or not, international investing banks will get everything they want. But the financiers companies, such as Mengniu Dairy CO.LTD (Abbreviating Mengniu in the following part) and LO (China) Electric Sales Co., Ltd (Abbreviating Yongle in the following part),the former one develops successfully ,the later one was merged and acquired by Gome. On the surface, both of them were not harmed, thus MS get fat profit finally, the profit' distribution was disproportion. It is very important to research and analyze VAMs which are protecting tools when international investing banks invest to Chinese companies, to approach some countermeasures and experiences to the companies who inspire to finance.In this thesis ,the objects of research is the operating methods of MS'investing activities in Mengniu and Yongle. Then we analyze the operating methods and tools which are used by MS in those two investment projects, consider the characters of the two companies, and summarize the profit model and operating features of MS in those two investment projects to approach some countermeasures to domestic companies.