Study On The Reasons And Enlightenment Of Tonghua Golden-house Company Denied In Acquisition Of Assets

At present,China's economic operation has entered a stable growth trend,and the overall growth rate of the pharmaceutical industry has slowed down.Under the trend of abolishing the policy of drug add-on and increasing market competition,the growth pressure of pharmaceutical companies is growing,the entire pharmaceutical industry.Beginning to enter the stage of survival of the fittest.M&A is one of the most important ways to effectively integrate resources,and it is also an inevitable choice for pharmaceutical companies to expand.The acquisition of non-listed companies by listed companies is an important way for enterprises to improve asset quality and achieve industrial upgrading.Therefore,it is helpful for listed companies to grasp the deep-seated reasons for their vetoed cases,which is beneficial to listed companies to grasp the regulatory direction and review priorities of China.It is of great significance to improve the approval rate of M&A of listed companies.This paper sorted out the motivation of enterprise merger and acquisition,and summarized the research results on the quality audit of merger and acquisition targets and investor protection in the literature section,the paper analyzes the current situation of merger,acquisition and reorganization of listed companies in China and audit characteristic,found the property sustained profitability,related party transactions and information disclosure is the core of mergers and acquisitions of listed companies are no reasons.This paper introduces in detail the concrete scheme of the transaction,the basic information of the underlying asset and the dealing party,commitment and performance compensation arrangements,through mergers and acquisitions in the subject matter of the Tonghua Golden-house company many hospitals were case studies,found that persistent profitability is not stable,the underlying asset performance compensation promised the realizability of major uncertainty,asset quality problems such as defects,these problems led to plan the deal wasn't adopted.Finally,combined with the specific situation of Tonghua Golden-house,the paper puts forward some countermeasures and suggestions for improving the quality of M&A of listed companies.First of all,the M&A plan should not only help to improve the quality of listed companies,promote the development of the industry,but also protect the interests of small and medium-sized shareholders.Secondly,in the selection of the underlying assets,we must preferentially inject the listed companies to ensure the continued profitability of the underlying assets;In the valuation of the underlying assets,it is necessary to ensure that the consideration is fair and reasonable,and to prevent the risk of “high valuation,high goodwill,high performance commitment”;finally,in the design of the transaction plan,the transaction should not be too complicated,and reduce unnecessary associations.Transaction,improve related information disclosure.