Research On The Application Of "Valuation Adjustment Mechanism Agreement" In Mergers And Acquisitions Of Listed Companies

With the continuous development of China's capital market,mergers and acquisitions of listed companies have become an important means of asset reconfiguration.The restructuring of listed companies' shell resources has become an important way for non-listed companies to open the capital market in addition to IPO.In the process of M&A and reorganization,there is a high degree of asymmetry in information existing in M&A.In order to solve the investment mistakes caused by the information asymmetry problem,the acquirer and the acquiree evade the risks of both parties by signing a gambling agreement.The essence of gambling agreement is "assessment of valuation adjustment mechanism".The signing of gambling agreement and the design of clauses can effectively protect the interests of investors and motivate the invested companies to create value.Therefore,the gambling agreement has become an important tool for M&A and restructuring activities in China's capital market.However,many issues such as how rationally and standardly using the gambling agreement in the M&A process,focusing on the core issues in the clauses to ensure the achievement of M&A purposes,etc.,have become the focus of investment and financing subjects in M&A and restructuring.Based on the above background,this article takes DQ company as a case to study how the M&A and reorganization of listed companies are reasonable,scientifically apply gambling agreement,and how to avoid the risks and defects of gambling agreement application in the M&A market.First of all,the dissertation studies the basic elements of general-purpose gambling agreement such as subject,object and object,and focuses on the general design of general terms of gambling agreement,including performance commitment,non-financial performance commitment,time-to-market,and restrictions on equity transfer.,affiliated transactions,competition prohibition,target company creditor's rights and debt limits,restrictions on new investors and anti-dilution rights,preferential dividends and preferential share options and preferential liquidation rights,co-sales rights or bailout rights,veto rights,management Commitments,repurchase commitments,other breach of contract obligations and other terms.Secondly,the paper studies the motives of universality for the financing of gambling agreements in the M&A market,and focuses on the legal risks,listing issuance and exit risks,information asymmetry risks,market environment risks and expectations in the application process.The non-convergence,the one-sidedness of the terms of the terms,the unity of the gambling indicators,the short-term goals,the application risks,and the general circumvention measures.Finally,this paper,in conjunction with the DQ Case Company,focused on an in-depth analysis of the specifics of the gambling agreement in DQ's mergers and acquisitions.That is,three years(2015-2017)after the completion of the merger,the deduction of the non-net profit commitment clause and cumulative deduction of non-net Profit commitment terms,and other terms.Focused on analyzing the problems of DQ's gambling agreement,that is,the underlying company's valuation is not standardized,there is no hierarchical game for gambling agreement,and there is no business model contingency clause.In response to DQ's problems with gambling agreements,the paper proposes corresponding optimization strategies,including understanding the nature of gambling agreements,participation of professionals,consideration of macroeconomic policy environment,accurate estimation of market position,cautious and reasonable gambling objectives,and hierarchical design and application of terms.Non-financial indicators,a combination of single and comprehensive indicators,the introduction of "adjustment of valuation",and compensation plan diversification and other specific recommendations.