A Case Study Of Recombination Performance Commitment And Compensation In The Regression Of The Stock

Mergers and acquisitions between enterprises are the means of resource allocation in capital market.From the micro point of view,enterprises can speed up their own increase in market share through mergers and acquisitions,and break down barriers to enter new fields through mergers and acquisitions.From the macro level,mergers and acquisitions can guide market capital to higher interest rates and improve the utilization rate of funds in the whole market.Judging whether an enterprise M&A is a successful M&A can be measured by the accuracy of the target valuation.However,there is no unified standard for the valuation of the enterprise in history,so the valuation risk is an unavoidable risk at present,which leads to the performance commitment and compensation system.Performance commitment and compensation system,as a contractual tool to adjust risks in the pricing of M&A transactions,has been widely used in M&A activities.Since the 1990s,the overseas listing of Chinese enterprises has gradually become an upsurge.Zhongguo Stock Company has obtained the necessary funds for its development and growth from overseas listing,and has also gained international popularity and higher market position.However,there are also many companies that choose to leave the overseas market and return to the A-share market by backdoor restructuring.Why did they choose to return?What are the characteristics of performance commitment and compensation designed by them when backdoor restructuring returns?This paper answers these questions by analyzing the case of Qihu 360 returning to A-share market.The first chapter of this paper is the introduction,which introduces the background and significance of this study.The second chapter analyses the domestic and foreign research literature related to performance commitment and compensation in the field of mergers and acquisitions,as well as the development situation and simple theoretical introduction in related fields.It mainly talks about three aspects:domestic mergers and acquisitions market,enterprise valuation pricing,performance commitment and compensation system,which are closely related.The third chapter is the background introduction of Qihu 360 backdoor listing of Jiangnan Jiajie.It mainly analyses the basic situation of two counterparties,namely Qihu 360 and Jiangnan Jiajie,and the internal and external motivation of Qihu 360's choice of merger and acquisition of Jiangnan Jiajie.At the end of the third chapter,it analyses the shareholders of Qihu 360 after the completion of the whole merger and acquisition.Chapter IV gives a detailed analysis of the implementation process of the whole M&A case.The whole M&A process is divided into three steps:privatization of Qihu 360,dismantling VIE structure and asset reorganization,backdoor listing and returning to A-share.In order to adjust the risk brought by overvaluation,the two sides signed performance commitment and compensation agreements.This article from the agreement.The background,significance and specific content of the signing are analyzed in three aspects.The fifth chapter is a summary and Enlightenment of the case,and puts forward some suggestions for the whole case from the listed companies and the regulatory authorities.