| With the encouragement and promotion of M&A in China,M&A events in the domestic market are increasing every year,and performance commitment as a clause that can protect the interests of investors in M&A is more and more favored by enterprise managers.According to statistics,there are 2357 M&A transactions in Chinese domestic market in 2018,of which 894 exist performance commitment clauses.Performance commitments have become a normal operation under the M&A boom.However,the completion rate of performance commitment is not promising.According to statistics,the completion rate of domestic market performance commitment from 2016 to 2018 is 80.26%,67.19%and 58.61%,respectively.We can see that it's going down gradually.Companies not only show performance decline,and even performance losses.This is due to the following problems in formulating M&A transactions:an excessive valuation,an excessive performance forecast,poor integration of two side and late adjustment of the operating direction?The low completion rate of performance commitment has become an important factor to damage the profitability of enterprises.In order to deal with this problem,the CSRC issued the "Management Measures for Major Asset Reorganization of Listed Companies " in 2014,which stipulates that after the implementation of the major asset reorganization,the profits realized by the assets purchased by the listed companies are less than 80%of the forecast amount of the asset appraisal report or valuation report,or there is a big gap between the actual operation and the discussion and analysis part of the management in the major asset reorganization report,The chairman and general manager of a listed company,as well as accounting firms,financial advisers,asset appraisal institutions,valuation institutions and their employees who bear corresponding responsibilities for this shall explain in the same newspaper and publicly apologize to the investors while the listed company discloses its annual report.The provision also appeared in the 2016 and 2019 amendments.Since the launch of the policy,more and more companies have apologized for failing to meet their performance commitments.The effectiveness of this apology punishment mechanism is worth studying.The objective of this paper is to explain the influence of punishment mechanism of CSRC on the degree of achievement of performance commitment of target companies of enterprises.This paper first uses the method of empirical analysis to explore whether the performance commitment of the target company in the next year is improving after the public apology.It is found that the mechanism has no significant effect.Next,the article classifies the content of the apology statement and finds that the quality of the apology probably an important factor affecting the completion of performance commitments for the next year.Based on this,the paper selects two relevant cases to further research the quality of their apology.The research found that performance commitment completion has a certain relationship with the quality of apology.Companies with internal and external factors and measures included in the apology will have a higher performance commitment completion rate next year.Research on performance commitments is already widespread.Starting from the external perspective,this paper illustrate the effect of the apology punishment mechanism of CSRC on the improvement of enterprise performance,and expands the research direction.This paper uses empirical analysis and cases study to prove that in order to improve the performance commitment of enterprises,it is far from enough to make a public apology,and it is necessary to check its quality.Finally,this paper suggests that CSRC need to improve the standards of apology statements,stipulate the quality of apology,and expand the methods of supervision and governance.It is hoped that the research can drew attention to the apology mechanism by regulators and investors,and provide reference value for the future supervision of CSRC. |
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