| In the past few years,mergers and acquisitions goodwill is one of the hottest topics in the securities market.In November 2018,the CSRC issued ’ Accounting Regulatory Risk Warning No.8-Goodwill Impairment ’;in January 2020,the CICPA issued a ’ Notice on Doing a Good Job in Auditing the Annual Report of Listed Companies in 2019 ’,which listed goodwill as the third largest high-risk audit project;on January 5,2022,the China Securities Regulatory Commission announced ’ Regulatory Guidelines for Listed Companies No.4-Commitments of Listed Companies and Related Parties ’.Several major regulatory authorities have repeatedly issued indicative documents on goodwill and performance commitments related to mergers and acquisitions,indicating that enterprises should pay more attention to the generation of goodwill and subsequent impairment.In this context,this paper selects the merger and acquisition case of Meikang Biology in the pharmaceutical industry as the research object.On the basis of combing the domestic and foreign literature and related theories,taking Meikang Biological ’s acquisition of Hangzhou Yitian as an example,through the rational use of case study method,literature research method,option valuation method and event research method,the in-depth analysis of M & A goodwill is realized.First of all,at the level of preliminary goodwill confirmation,through the analysis of the announcement issued by Meikang Biological and the analysis of the financial statements of the company,the main reason for the formation of the goodwill of the merger and acquisition is the existence of the gambling agreement.At the same time,the value of the gambling agreement was evaluated by using the option characteristics of the gambling agreement,and the fact that the goodwill of the merger and acquisition was too high was found.Through the enterprise ’s structure and related theoretical applications,the reasons for the huge goodwill were analyzed.It was found that the main reason was the blind merger and acquisition of the enterprise,the overconfidence of the management and the high performance commitment,which led to the initial recognition of the high goodwill of Meikang Biological.Secondly,in terms of goodwill impairment risk,the main reasons for the analysis of goodwill impairment risk are as follows : at the macro level : the inadequate adjustment in the early stage and the lack of timely attention to industry policy changes in the later stage;at the micro level : the unreasonable compensation clause,the lack of coordination after mergers and acquisitions,and the management ’s earnings management motivation.Finally,through the analysis of the economic consequences,it is learned that the behavior of Meikang Biological ’s huge goodwill impairment has caused adverse phenomena such as accounting information distortion and stock market panic,and also has a serious impact on Meikang Biological ’s financial performance and stock price.At the same time,through a comprehensive analysis of the case of Meikang Biological ’s acquisition of goodwill,this paper puts forward corresponding suggestions from the aspects of forming huge goodwill and causing impairment risk. |