A Study On The Transaction Structure And Performance Of Major Assets Restructuring In Meinian Onehealth Holdings

Enterprises can optimize the allocation of resources through mergers and acquisitions,thereby further expanding the scale of operation and improving business performance.However,with the increasing frequency of mergers and acquisitions in recent years,the relevant laws and regulations are gradually improved.Article 109 of Finance and Tax[2014]promulgated in 2014 adjusts the original regulation of special tax treatment to no less than 50%of the total equity of the purchased enterprise,which will make the enterprise more flexible in the process of equity acquisition,and also put forward higher requirements for the design of transaction structure.Therefore,this paper studies the transaction structure and performance of major assets reorganization in Meinian Onehealth Holdings.Based on the research results of previous scholars on the structure and performance of M&A transactions,this paper first introduces the relevant concepts and theoretical basis involved in this paper,and elaborates the content of the transaction structure.Secondly,this paper uses the case study method to analyze a series of capital operations adopted in the major asset reorganization of Meinian Onehealth Holdings,and its transaction motivation.It also analyses its transaction structure in detail from seven aspects:transaction subject,acquisition mode,pricing method,payment mode,financing mode,risk allocation and control,and after-tax planning.Finally,through the use of financial indicators and event analysis method to analyze its financial performance and market performance after major asset restructuring,and summarizes the management and control of the key nodes of major asset restructuring.Through the above analysis,the following conclusions can be drawn:(1)In the part of acquisition of Ciming Health Check Management Group,at the same time,it has chosen the right target company for its trading subject,filling the market gap,and also satisfying the will of the acquired target.For trading entities,it relieves the pressure of short-term insufficient funds,locks down the subsequent transactions ahead of time,and makes Meinian Onehealth Holdings controlling shareholders remain in the controlling position.For acquisition methods,Meinian Onehealth Holdings uses equity acquisition to obtain the trademark and license of medical examination,ntangible assets realize the purpose of merger and acquisition of Ciming Health Check Management Group;for two mergers and acquisitions of Ciming Health Check Management Group,the payment method can not only satisfy the withdrawal of venture capital shareholders of Ciming Health Check Management Group,but also satisfy the controlling position of healthy controlling shareholders of Meinian Onehealth Holdings;but from the financing mode,the financing cost of Meinian Onehealth Holdings is relatively high,and the financing structure is relatively single.Therefore,when financing mergers and acquisitions,enterprises should try to use a variety of financing methods to reduce financing risks and financing costs;through reasonable wind control and tax planning,Meinian Onehealth Holdings has reduced the risk and cost of the merger and acquisition.(2)In backdoor listing,we should choose appropriate asset evaluation methods and take companies with clear debts,small market value,low asset-liability ratio and concentrated ownership structure as backdoor targets.(3)The financial performance and market performance of this major asset restructuring are analyzed by using financial index method and event analysis method.It is concluded that the transaction structure of this major asset restructuring has a significant positive impact on the health performance of Meinian Onehealth Holdings.Based on the above conclusions,this paper puts forward some corresponding suggestions,which can be used for reference by other companies to achieve synergistic effect through industrial mergers and acquisitions and backdoor listing.