Problems of Huge Goodwill in Merger and Acquisition: Analysis and Solution

Chaoyao Ni, Chenhong Mo, Jiayu Wu
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Abstract

This paper studies the problems and risks that may exist in the process of high-goodwill mergers and acquisitions. Specifically, taking the event of TONZE ELECTRIC CO.,LTD’s cross-industry M&A of Xintai material in 2016 as an example, the reasons for declined financial performance of the acquired party in 2017 are explored. Through the Analysis, it is proved that the TONZE ELECTRIC CO.,LTD entered the lithium battery field was due to the factors such as weak growth in its main business, huge potential in the lithium battery industry, and emerging cases in high-premium merger and acquisition. The huge amount of goodwill impairment provision which is up to 150 million yuan accrued after this M&A is the main reason for the sharp decline in financial results in 2017. Further analysis reveals that the main reasons for the goodwill impairment provision include the unreasonable strategy before mergers and acquisitions, high amount of goodwill recognized during the merger and acquisition process, and the sudden changes in external environment after TONZE’s merger and acquisition. Finally, we propose relevant countermeasures and suggestions to solve the above problems. This countermeasure is also applicable to other high-goodwill merger and acquisition cases, and has guiding significance for future design of mergers and acquisitions. Keywords—goodwill; mergers and acquisitions; goodwill impairment provision; financial performance
巨额商誉在并购中的问题:分析与解决
本文对高商誉并购过程中可能存在的问题和风险进行了研究。具体以2016年通泽电气股份有限公司跨行业并购欣泰材料事件为例,探讨2017年被收购方财务业绩下滑的原因。通过分析,证明通泽电气有限公司进入锂电池领域是由于其主营业务增长乏力、锂电池行业潜力巨大、高溢价并购案例不断涌现等因素。此次并购后产生的高达1.5亿元的巨额商誉减值准备是导致2017年财务业绩大幅下滑的主要原因。进一步分析发现,产生商誉减值准备的主要原因包括并购前战略不合理、并购过程中商誉确认金额过高以及通泽并购后外部环境的突然变化。最后,针对上述问题提出了相应的对策和建议。该对策同样适用于其他高商誉并购案例,对今后的并购设计具有指导意义。Keywords-goodwill;并购;商誉减值准备;财务业绩
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