| Since the State Council promulgated the "Opinions of the State Council on Further Optimizing the Environment for Enterprise Mergers and Markets Restructuring" in 2014,the approval efficiency and market-oriented reform progress of listed companies' asset restructuring have been greatly accelerated,and listed companies have been encouraged to reorganize mergers and acquisitions in order to give full play to the synergies of mergers and acquisitions.As a result,the capital M&A market has entered a stage of leaping development.According to statistics,from 2014 to 2016,the amount of mergers and acquisitions of listed companies increased by 64.83%,and the number of transactions increased by 81.33%.At the same time of the fierce mergers and acquisitions of the capital market,along with the market-oriented development of performance commitments,the "three highs"problem of“high valuation,high reputation and high performance commitment”has been generated.The performance commitment compensation mechanism is set to reduce transactions.Due to the loss of information asymmetry,the two parties compensated the shareholders' rights by agreeing on the compensation agreement when the performance is not up to standard.However,the aggressive profit forecast and performance commitment increased the valuation and boosted the stock price,and the high valuation premium further pushed.High performance commitment,the two promote each other,resulting in huge goodwill.Especially in the emerging light asset industry represented by games and media,the average premium rate is above 1500%,much higher than the mining,energy industry,etc.500 The average level of%.With the gradual adjustment of regulatory policies since May 2016,the CSRC has refined a series of regulations on suspension,restructuring,non-public offering of shares,and executive reduction,and market investment has begun to return to rationality.The "sequel" of the promise has gradually become prominent.Due to the downward pressure of the economy and the influence of industry policies,the performance of the capital market has not been promised in the past two years.The situation broke out collectively.Once the profitability of the M&A target declines,it will face the pressure of huge goodwill impairment,which will affect the performance of listed companies and affect the stock price changes.In addition,the performance commitments are chaotic,disguised compliance,interest transfer,insider trading,The phenomenon of large shareholder reduction and cashing has occurred from time to time,seriously disrupting the capital market order and damaging the rights of minority shareholders.Therefore,the author selects the representative industry with "three highs"phenomenon—the game industry,summarizes the characteristics of the game industry,the current situation of the game industry mergers and acquisitions,the existing risks,and the application status of performance commitments.Taking Ourpalm as an example,we analyze the reasons and consequences of the failure of performance commitment by reviewing its 2013-2018 M&A performance commitments.The study concluded that the reasons for the failure of performance commitments are(1)excessive valuation and performance target setting.(2)The valuation technique lacks rationality.(3)Lack of effective constraints and incentives for management.The consequences of failure in performance commitment are:(1)harming the interests of small and medium shareholders.(2)The huge amount of goodwill impairment affects performance.(3)Major shareholders reduced their holdings and disrupted the capital market.(4)Disrupting the information disclosure mechanism.In this regard,this article proposes from the perspective of strengthening information disclosure and risk disclosure,optimizing performance commitment compensation methods and improving the performance commitment market environment,and providing reference for establishing and improving the capital market performance commitment system. |
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