|
山西省翻譯公司關鍵字：higher than the net assets. MBO has been implemented in the company's common stock in the transfer price per share equal to or less than the carrying amount of the net assets of the phenomenon, inevitably resulting in loss of state assets, damage to the interests of minority shareholders and the "dominance" and so on. Therefore, from the perspective of state-owned assets supervision of state-owned assets transfer pricing (price) issue to the fore, from Table 1 (next page) lists some of the data can be seen the clues.
① acquirer to the target company's shareholders through an offer to buy the hair style of the shares it holds to gain control over the behavior of the target company
② acquirer in accordance with laws or administrative regulations, with the acquired company's shareholders equity transfer agreement for
China has been implemented from the current Case of the MBO, the transfer of the acquisition agreement are used, rather than on the secondary market, the transfer of the broader market for equities of non-tradable state-owned shares and legal person shares, state law shall not be less than the per share price of MBO net assets. In fact in our country有資質的正規翻譯公司哪個好 has completed most of the purchase price is less than the net assets per share. For example: the MBO in Guangdong, the first U.S. equity transfer price of 2.95 yuan, the second equity transfer price of $ 3 per share in 2002 were lower than the net assets of 4.07 yuan; deep side big MBO equity transfer price for the first time 3.28 yuan, the second transfer of shares priced at 3.08 yuan, lower than the company's 2002 net assets of 3.45 yuan per share, Dongting water yield, win broader market for equities in order to complete the acquisition of net assets per share; and TBEA three shareholders to sell share price was 3.1 yuan, 2.5 yuan, 1.24 yuan lower than its net assets per share 3.36 yuan. This indicates that the current lack of MBO acquisition based on a reasonable price. This is not quite reasonable, fair pricing will inevitably lead to a series of questions, as follows:
(A) Net assets per share price less than the benchmarkNet assets per share as the pricing benchmark, the senior management of listed companies can adjust the book assets, profits, resulting in the purchase price in their favor. Net assets per share is calculated dependent on the accounting method used, accounting rules allow companies to choose different methods of depreciation and inventory valuation method, which makes the balance sheet total assets is calculated on a certain arbitrariness. Different valuation methods will have different total assets, net assets per share, which makes a certain amount of room for manipulation. Meanwhile, some senior management of listed companies to hide profits through transfers or ways to expand the book loss of listed companies, and the use of low-cost book loss to force the transfer of ownership to local government政府許可的定點正規翻譯公司 senior management holding company. If local government政府許可的定點正規翻譯公司s do not agree, then continue to manipulate the profits of listed companies to expand until the book loss was ST ① to lower prices after the acquisition, once completed MBO, senior management and through other means to hide Tiaozhang profits appear legitimate in order to achieve at the end of large amounts of cash dividends to ease the MBO enormous financial pressure. In this way serious damage to national and collective interests.
(B) lack of transparency in the negotiation of the purchase pricePurchase price by the local government政府許可的定點正規翻譯公司 and the management made the negotiations, the lack of adequate transparency, prone to
① ST refers to the Shanghai and Shenzhen Stock Exchange from April 22, 1998 beginning two years of consecutive losses, shares of listed companies for special treatment (specialtreatment),
|