| After the continuous development of my country’s capital market and performance commitments were written into the "Restructuring Measures",performance commitments have gradually been widely used in China.Eighty percent of the Shanghai stock market’s asset restructuring activities from 2015 to 2019 set performance commitments.It can be seen that performance commitments have become an important part of listed companies’ M&A activities.The original intention of the establishment of the performance commitment system is to protect the interests of listed companies and investors by making up for the valuation deviation caused by information asymmetry.However,there are many sequelae in actual use,and the phenomenon of performance commitments not meeting the standards is increasing.With the support of national policies,most companies have entered the new energy vehicle industry through mergers and acquisitions,and as a result,signed a large number of high-premium performance commitment agreements;and with the weakening of the national new energy vehicle subsidy policy after 2016,a large number of performance commitments are facing thunderstorms The dilemma.Therefore,in this context,it is extremely important to study whether performance commitments under high-premium cross-bank mergers and acquisitions play a positive role,explore the reasons that lead to the failure of performance commitments,and give effective suggestions to prevent failure of performance commitments.This paper selects a typical M&A case related to the new energy automobile industry-Company D’s acquisition of Company P as an example.Based on the theory of information asymmetry and other performance commitment related theories,the case study method is used to introduce the case of company D’s acquisition of company P’s performance commitment;It evaluates its performance commitment plan and the consequences of non-compliance,and analyzes the causes of non-compliance.Finally,it draws case enlightenment,and puts forward suggestions to prevent performance commitment non-compliance from the perspective of listed companies and supervision.Through the case study,the following conclusions are drawn:(1)The implementation of the performance commitment plan of D company M&A P company did not achieve the expected results.(2)The failure to implement performance commitments is mainly caused by the unreasonable performance commitment plan,P company’s own business problems,D company’s weak ability to manage and control P company after the merger,and other external environmental factors.(3)Effective implementation of performance improvement commitments can start from the perspective of listed companies and regulatory agencies.From the perspective of listed companies: do a good job of due diligence and other preparations,rationally design performance commitment programs,obtain control for effective integration,and strengthen the awareness of performance commitment risk prevention;from the perspective of regulatory agencies: strengthen supervision and improve regulations. |