In the historical practice of M&A and its reorganization of listed companies in China, asset appraisal institutions, with their independent, objective and impartial professional value opinions, provide reference for transaction pricing for relevant parties, provide judgment basis for asset appraisal and pricing for regulatory authorities, and play an important role in the benign and orderly development of M&A and its reorganization market and the protection of state-owned rights and interests. Since the beginning of this year, the M&A valuation of light asset company, such as electronic information (mobile games), cultural media and environmental protection, has attracted wide attention in the market. A large number of new situations and problems in M&A put forward higher requirements for asset evaluation, such as the influence of means of payment for consideration, the influence of gambling terms on valuation, the valuation of some typical emerging formats, and the valuation of overseas mergers and acquisitions of listed companies, which all pose challenges to the evaluation work. To this end, assessment agencies need to take effective measures:
(1) Further enhance the marketization of valuation methods.
Improving the marketization of valuation methods is an important trend in the development of valuation methods for mergers and acquisitions of listed companies in the future. China Assets Appraisal Association and the Listing Department of China Securities Regulatory Commission have successively carried out such topics as "Evaluation and Pricing of Listed Companies' M&A and Restructuring Enterprises" and "Evaluation of Listed Companies' M&A and Restructuring Market Law", and published the results of these topics. 20 1 1 At the end of the year, China Appraisal Association issued "Assets Appraisal Criteria-Enterprise Value" to further standardize and popularize the application of income method and market method; At the end of 20 12, in order to further improve the information disclosure quality of the evaluation report on major asset restructuring of listed companies, the Expert Tips on Asset Evaluation Operation-Disclosure of Evaluation Report on Major Asset Restructuring of Listed Companies was issued. China Rating Society and local associations have also carried out many research projects on income law and market law, and held many special training courses on income law and market law. The above measures are all important measures to adapt to the market requirements of mergers and acquisitions and improve the marketization of method application.
(2) Further enhance the professional service ability, so that asset appraisal can be more deeply integrated into the capital market.
In order to improve the professional service ability, it is necessary to conduct in-depth research on liquidity and discount (overflow) price of control rights, and form useful conclusions that are applicable to and guide the application of China market valuation and pricing. Establish an asset transaction database system to serve the valuation of listed companies' mergers and acquisitions. For the determination of some common parameters, such as risk-free interest rate, market risk premium and so on. , developed a detailed guide with strong operability. For the parameters with strong personality characteristics such as individual risk adjustment coefficient, the relevant normative guidance system is established. Do a good job in combing and publicizing typical cases and innovative cases.
In addition, at present, the appraisal industry presents a situation of "five dragons to control water", and various appraisal institutions such as asset appraisal, mining right appraisal, land appraisal and real estate appraisal have their own appraisal standards and norms. Differences between standards may lead to certain contradictions and differences in evaluation conclusions after observing various professional standards. Therefore, it is necessary to strengthen the coordination between different standards and form a unified standard system that adapts to the characteristics of mergers and acquisitions of listed companies as soon as possible.
(3) Expand the asset appraisal service in the merger and reorganization of listed companies to better safeguard the legitimate rights and interests of relevant stakeholders.
In the future mergers and acquisitions of listed companies, asset appraisal institutions should give full play to their advantages as professional valuation institutions, explore the establishment of a comprehensive valuation service system that provides neutral market value services for all parties involved in mergers and acquisitions, supplemented by investment value reference and asset due diligence for specific parties, provide listed companies with merger consideration sharing, provide more value evaluation perspectives and references for capital market participants, and make positive contributions to timely and effective disclosure of value information.
Asset appraisal institutions should break through the limitations of statutory appraisal, find and measure the value of the capital market in a broader business field, and help investors judge the value of the capital market with more rational thinking. For example, in M&A tender offer, agreement purchase and other matters that do not involve related transactions, the evaluation institution can provide the evaluation of the investment value for the acquirer on the basis of determining the value of the acquired company, so as to make the tender offer more fair and reasonable. If the purchaser pays the consideration in shares, the appraisal institution can also make valuation analysis on the relevant shares, and give professional advice to the acquired company on whether the acquisition conditions are fair and reasonable to the public shareholders of the acquired company and whether the acquisition conditions proposed by the purchaser should be accepted.