Cao Zhongming: The Legacy Of Mergers And Acquisitions Is The Alarm For Blind Restructuring.

In 2014, the number of trading cases of A share listed companies exceeded 4450, with a scale of 1 trillion and 560 billion yuan, involving more than 1783 listed companies, representing an increase of 274% and 210% respectively over the same period in 2013.

Behind all this, the frequent aftermath of mergers and acquisitions is a wake-up call for the blind restructuring of some listed companies.

Listed companies carry out mergers and acquisitions, or carry out multiple industries simultaneously, or solve their problems, or protect their brands, or solve the competition between major shareholders and listed companies.

Through mergers and acquisitions, because of the expansion of asset size, the listed companies have achieved greater growth, but few have achieved real strength.

On the contrary, some listed companies' asset restructuring, such as insider trading, interest pfer, and other irregularities.

In the A share market, this strong combination restructure is what we want. Such a merger and reorganization will really enable the listed companies to become bigger and stronger.

Apart from insider trading and profit pfer, mergers and acquisitions of listed companies also expose many other problems.

Some listed companies are like restructuring "specialized households", what is hot in the market, and what their reorganization targets are closely focused on; some listed companies are frequently involved in asset restructuring for the sake of so-called "market value management", and raise the stock price with the help of asset restructuring. There are many listed companies to implement cross-border restructuring in order to enter a new field.

Corresponding to the hot spot of mergers and acquisitions of listed companies, its sequelae are constantly emerging.

2014, July, China

Yes.

The administrative measures for major asset reorganization and the measures for the acquisition of listed companies have been revised.

The merger and reorganization under the background of deregulation means that the listed companies will not have much restrictions in the future.

However, in view of the frequent occurrence of the sequelae of mergers and acquisitions, the listed companies must carry out checks and checks from various aspects in order to safeguard the interests of investors and listed companies themselves.

For this reason, I have the following suggestions:

First, mergers and acquisitions should be mainly purchased by issuing shares. If the performance commitments are not up to standard, the reorganization plan should indicate that the listed companies have the right to repurchase a certain amount of shares held by the sellers and cancel them at the total price of one yuan.

Since the management method of personal income tax on equity pfer has been put into effect since January 1, 2015, if the merger and acquisition involves personal assets, the cash payment part only needs to meet the needs of relevant individuals to pay taxes.

The issue of shares to buy assets is conducive to preventing the performance of the underlying asset sellers from failing to fulfill their commitments when they fail to meet their performance commitments, and is also good for large shareholders to cancel relevant shares.

Second, right.

The underlying assets must have a profit requirement, which mainly includes two aspects: first, the assets acquired must have been profitable for 3 consecutive years; two, the profit requirement for performance commitments has increased from 3 to 5 years in general.

Seen from the restructuring plan announced by many listed companies last year, there are not many minority assets in mergers and acquisitions.

If it can not bring profits to listed companies, what is the significance of such mergers and acquisitions?

Third, when implementing mergers and acquisitions, listed companies should not blindly pursue market hot spots or blindly cross border mergers and acquisitions.

Like the first two years of television and mobile tourism has become a hot topic, but these hot assets are highly valued and demanding.

Because the hot spots tend to be cyclical, the volatility and uncertainty of performance are not conducive to the stability and improvement of the performance of listed companies.

As for cross-border mergers and acquisitions, because the management methods and methods of different industries are quite different, it is also a problem whether the listed companies can really do well.