Analysis On The Valuation Of Major Asset Restructuring Of Listed Companies

In the current increasingly fierce global market competition,China's economy still maintains a steady and prosperous development trend,which brings more opportunities for domestic enterprises to become stronger and the risk of being eliminated faster.In order to expand the market share horizontally,to integrate the industrial chain vertically,or to achieve a cross-border transformation path,more and more companies choose the method of asset reorganization.In the current institutional design of my country's asset restructuring,the first core link is valuation and pricing.A large number of documents and documents of the China Securities Regulatory Commission indicate that transaction pricing and value evaluation are closely related,but transaction pricing is the product of commercial negotiations between the listed company and the acquired party,and the valuation results are provided by a third-party independent evaluation agency for reference.If the estimation of the underlying assets during the internal negotiations between the M&A parties is relatively objective,and at the same time the evaluation agency maintains a professional degree of independent valuation,it is relatively reasonable for the pricing and valuation to be similar.If the M&A pricing plan is obviously too aggressive,and the valuation given by the appraisal agency is consistent with it,its independence may have been lost,because the third-party position of the appraisal agency determines that the valuation result must follow the internal value of the company,and the valuation appreciation rate is not Should be too exaggerated.From the results of the CSRC's review of mergers and acquisitions and restructuring projects and penalty assessment agencies,it can be seen that most of the failed projects and the penalty agencies and personnel are related to unreasonable valuations.Therefore,this article will review the major assets of the 2018-2019 CSRC Restructuring Committee.The merger and acquisition plans in the restructuring project were sorted and traced back to the announcements of each acquisition transaction book,asset evaluation book,etc.,and the evaluation method,evaluation conclusion,merger pricing,industry,discount rate and other data were extracted for descriptive statistical analysis and found Some features,such as: the income method is the most used method with the highest value-added rate,which should be taken seriously,and the film and television advertising industry has the highest premium rate.Therefore,this article selects from the film and television advertising industry the project of Great Wall Films' acquisition of the premiere era,which was rejected by the China Securities Regulatory Commission,as a case study,from the three major categories of insufficient macro risk control,lack of demonstration of profit forecasts,and improper use of the income method12 The evaluation deficiencies analyzed in detail the deficiencies of Guorong Xinghua's valuation process in the premiere era,and summarized the causes,with a view to finding ways to improve the evaluation program.Finally,this article puts forward a number of recommendations from three perspectives on the asset restructuring and valuation of similar film and television advertising companies in the premiere era and the brief descriptions are as follows: First,from the perspective of appraisal agencies.The company should strengthen the professional quality training of personnel,and learn the regulatory policies for mergers and acquisitions and evaluations;the appraiser should be aware of the overall situation,and consider the risks and evaluation points of the acquisition from the design of asset restructuring;when evaluating,carefully consider the achievability and basis of the evaluation assumptions.The profitability of the business,combined with the necessary financial analysis;the risk-free rate of return in the income method discount rate shall be at least the ten-year Treasury bond interest rate;the average annual rate of return in the past ten years can be traced back to the constituent stocks of the Shanghai and Shenzhen 300 index,and The difference in the risk-free rate of return is determined as the risk premium;the WIND calculator is used to adjust the leverage formula and the Blume formula to obtain the ? coefficient;the company-specific risk coefficient needs to be quantified or demonstrated.Second,from the perspective of industry selfdiscipline.The China Evaluation Association should pay attention to and investigate practical problems in a timely manner,improve the practice guidelines,evaluation guidelines and other detailed rules,such as increasing the disclosure of the evaluation report.Third,from the perspective of regulatory authorities.Evaluating agencies and appraisers who violate regulations and rules will be punished in terms of credit and economy;the acquired party is required to increase performance compensation,and may also be allowed to use the regional value of performance commitment;regardless of the lenient or tight merger policy,it is obvious to listed companies Speculative mergers are not approved or even penalized.Adverse selection is restrained from both the assessor and the merger parties.In short,the rectification of unreasonable valuations in the major asset restructuring market requires a multi-pronged approach to avoid valuation failures of valuation agencies,to contain the arbitrary pricing behavior of the two parties involved in the acquisition,so as to pierce the capital market bubble and improve the quality and efficiency of the M&A and restructuring market.,To protect the interests of small and medium investors.