Research On The Application And Influence Of Valuation Adjustment Mechanism Of Jinma's Merger And Acquisition Of Yongkangzhongtai

In recent years,with the continuous development of market economy,merger and acquisition transactions are increasingly frequent in China's capital market.merger and acquisition is not only an effective means to expand the scale of production and operation,adjust the development strategy,and promote the integration of resources,but also conducive to the adjustment of the industrial structure of the whole economic market,and improve the utilization efficiency of the overall resources.In the process of enterprise merger and acquisition,a very important issue is to determine the value of the acquired enterprise.Only by determining the reasonable merger and acquisition value recognized by both parties can effectively protect the interests of all parties involved in the transaction,reduce the risk of merger and acquisition,and promote the smooth progress of merger and acquisition activities.However,the future business performance of the acquired enterprise is greatly affected by its own business management and external environment changes,which greatly increases the difficulty of determining the enterprise valuation.At this time,as a price valuation adjustment tool,the application of Valuation Adjustment Mechanism(VAM)in the process of merger and acquisition can effectively adjust the future value changes of the merged enterprise,reduce the risk of merger and acquisition,and promote the smooth progress of merger and acquisition activities.In practice,the agreement on VAM is a double-edged sword.The success of gambling may realize the mutual benefit and win-win of all parties to the transaction.The failure of gambling may make the enterprise face huge compensation pressure and even the risk of losing control.Therefore,how to choose and design the VAM reasonably is great significance to enterprises in the process of practical application.At present,scholars have done a lot of research on the theoretical basis,motivation and application risks of VAM,and the case study on the actual operation of the VAM is not rich enough,especially on the application of VAM in the merger and acquisition,most of them focus on studying the motivation and effect of VAM in the merger and acquisition,and there are few studies from the perspective of the acquired party.This paper uses literature analysis and case analysis,using information asymmetry theory,incentive theory,principal-agent theory and other related theories,to study the case of Jinma's Merger and Acquisition of Yongkangzhongtai.First of all,this paper analyzes the motives of this M&A from the perspective of both sides of the M&A,and finds that the signing of the gambling agreement is a common choice made by both sides of the acquirer and the acquired party based on their own situations.The main motivation of the acquirer party is to make up for the lack of valuation methods and reduce their own risks,while the motivation of the acquired party is mainly to promote the smooth of M&A by signing the gambling agreement to obtain all kinds of urgently needed resources support.Secondly,this paper makes a detailed analysis of the design and implementation of the terms of the VAM,and finds that the important reasons for the failure of the gambling are that the performance objectives in the terms design are set too high,the design of the gambling terms is single,there is no incentive terms,and the implementation of the management and control ability of jinma shares to Yongkangzhongtai is insufficient,and Yongkangzhongtai's own operation and management problems.From the perspective of both sides,this paper analyzes the impact of the implementation of the gambling agreement on both sides of the transaction.On the one hand,the application of gambling agreement will affect the performance of M&A,the change of stock price,and cause a huge risk of goodwill impairment;on the other hand,the pressure on the performance of gambling industry to a certain extent leads to the short-sighted behavior of the acquired party,which seriously damages the operating condition of the acquired party,and intensifies the risk of gambling failure.Finally,this paper aims at the problems in the application of gambling agreement in the target cases,summarizes the experience and lessons,and tries to put forward some relevant suggestions,so as to provide some reference and reference for other enterprises in the application of gambling agreement in M&A activities.