| In 1994,Warburg Pincus group established a branch in Hong Kong to invest in the Asian market and introduced the valuation adjustment mechanism,namely the counter gambling agreement.With the continuous development of market economy,the use of M ＆ A to expand and develop has become a common means of enterprises.In the actual M ＆ A activities,based on the avoidance of risks brought by information asymmetry and other issues,investors and the target company or shareholders of the target company or their actual controllers often make a pair of gambling agreements to protect the interests of both sides.The gambling agreement appeared later in China than in the western capitalist countries.Many domestic scholars have made different degrees of discussion and Research on its development direction and improvement mechanism.According to part of the statement about the gambling agreement in the minutes of the nine people’s meeting,when the people’s court is trying the dispute cases about the gambling agreement,the applicable laws include not only the relevant contents of the contract law,but also the company law or other relevant laws and regulations;if there are no other invalid reasons,the statement is effective and supports the actual performance,which shows that the recognition of the gambling agreement in China is gradually increasing.In practice,the impact of the agreement on gambling on both sides of M ＆ A is mixed.To some extent,it hedges the risk of M＆ A,transmits good information to the market,constrains the behavior of the management of the target side,and encourages the performance growth of the target side.On the other hand,it also leads to the distortion of M ＆ a valuation,infringement of the interests of small and medium shareholders,earnings management and financial fraud The appearance of the situation.Based on a series of merger and acquisition cases of Huayi Brothers,this paper evaluates the positive effects and existing problems of Huayi Brothers’ frequent use of gambling agreements,expounds the merger and acquisition plansand gambling contents of Huayi Brothers and five companies,analyzes the impact on their financial performance and goodwill,and provides a basis for improving the reasonable use of gambling agreements in the merger and acquisition of Chinese enterprises Discussion.Through the above research,this paper believes that Huayi Brothers’ frequent use of gambling agreements has more harm than good,especially has a negative impact on the corporate image.To a certain extent,M ＆ A activities have expanded the scale of corporate assets,and the use of gambling agreements has promoted the business performance of the target party.However,the existence of hollowing out companies and damaging small and medium shareholders cannot be ignored.Due to its blind use of gambling,the market has been questioning Huayi Brothers in recent years,and the market expectation has been declining again and again,which has a profound impact on the development of Huayi Brothers. |
