贵州宏福实业开发有限总公司购并探析

发布时间：2018-12-14 18:24

【摘要】： 本文通过对国内外企业购并行为和国内磷复肥行业发展进行了简要的回顾,对企业购并理论有选择性的进行描述,对宏福公司购并动机和目的从理论上给予一定的解释和说明。并对宏福公司几个典型案例:大信北斗山磷矿、双山坪公司、甘肃瓮福公司三个购并案例进行了分析。对其购并背景、方向、决策、实施、整合等程序进行总结分析的基础上,设计出适合宏福公司自身特点的购并程序。宏福公司购并行为首先要符合公司战略发展方向,即以资源型企业、磷精细化工企业和高浓度磷复肥企业为主,其他领域企业相机而动。在符合公司战略发展方向的大局前提下,相对缩小目标公司范围,然后设计出购并程序。具体为:一是寻找购并目标,对范围内的目标企业信息的收集与处理,确定企业真实可靠的信息;二是确定购并目标,根据收集到的信息分析处理的结果确定目标企业;三是选择购并时机,购并时机把握十分重要,在某种意义上决定购并成败与成本;四是分析购并风险,购并行为是一系统工程,涉及面十分广泛,购并之前要将风险进行充分分析,制定风险处理预案;五是确定目标公司价格,按照《资产评估管理办法》等相关规定,对目标公司价格进行评估,再根据目标企业的技术水平、人力资源、发展前景等因素综合确定;六是制定融资方案,可以通过自有资金、银行贷款、发行债券、借款等方式融资,但融资要考虑融资成本即其可操作性;七是选择收购方式,是采用现金收购,还是资产置换或股权置换等方式,它与公司的财务及资本状况密切相关;八是谈判签约,谈判叶是一个非常重要且技巧性高的环节,包括谈判人员的资历、学识、威望都要考虑;九是报批,宏福公司是国有企业,所有购并行为均要按《国有资产转让管理暂行办法》进行;十是登记过户,购并合同生效后,双方进行交割,并在工商部门办理股权变更手续;十一是信息披露,当购并工作完成后应选择适当的媒体进行公布,这样对公司在业内有很好的广告、宣传作用;十二是购并后的整合管理,包括资产、管理、组织、人力资源、文化等方面的整合。随着经济全球一体化和国家市场经济不断完善,企业要应对来自国内外的竞争,购并重组行为将越来越多,宏福公司也不例外。通过宏福公司的几个购并案例分解,我们发现宏福公司在购并的程序、规范性等方面均存在一定的问题。本文根据理论和实际设计出一套符合宏福公司自身特点的购并运作程序,以期使宏福公司购并工作规范化、程序化,对企业今后的购并工作有一定的指导作用
[Abstract]:In this paper, the merger behavior of domestic and foreign enterprises and the development of domestic phosphate compound fertilizer industry are briefly reviewed, the theory of enterprise merger and acquisition is described selectively, and the merger motive and purpose of Hongfu Company are explained in theory. Three typical cases of Hongfu Company: Daxin Beidoushan Phosphate Mine, Shuangshanping Company and Gansu Wengfu Company are analyzed. On the basis of summing up and analyzing the acquisition background, direction, decision, implementation, integration and other procedures, a merger program suitable for Hongfu company's own characteristics is designed. The acquisition and merger behavior of Hongfu Company should first accord with the strategic development direction of the company, that is, resource-based enterprises, phosphorus fine chemical enterprises and high-concentration phosphate compound fertilizer enterprises, and other fields of enterprises camera and move. In line with the overall situation of the strategic development of the company, the scope of the target company is relatively reduced, and then the acquisition and merger process is designed. The main contents are as follows: first, to find out the acquisition target, to collect and deal with the information of the target enterprise within the scope, to determine the true and reliable information of the enterprise; second, to determine the target enterprise according to the result of the analysis and processing of the collected information. The third is to choose the timing of merger and acquisition, the timing of acquisition is very important, in a sense determine the success or failure of mergers and acquisitions and costs; The fourth is to analyze the risks of mergers and acquisitions, which is a systematic project, involving a wide range of areas, before the acquisition of the risk to be fully analyzed, to formulate a risk handling plan; The fifth is to determine the price of the target company, and evaluate the price of the target company in accordance with the relevant provisions such as the measures for Asset Evaluation and Management, and then determine comprehensively the factors such as the technical level, human resources and development prospects of the target company. The sixth is to formulate financing scheme, which can be financed by its own funds, bank loans, bond issuance, borrowing, etc., but financing should consider financing cost that is, its maneuverability; Seven is to choose the acquisition mode, whether to adopt the cash purchase, or the asset replacement or the equity exchange, which is closely related to the financial and capital status of the company; The negotiation is a very important and skillful link, including the qualifications, knowledge and prestige of the negotiators; Nine is to submit for approval, Hongfu Company is a state-owned enterprise, all mergers and acquisitions should be in accordance with the "interim measures on the Administration of the transfer of State-owned assets"; X. Register the transfer of ownership, after the merger contract becomes effective, the two sides shall deliver and complete the formalities of stock rights change in the industrial and commercial department; Information disclosure, when the merger and acquisition work should be completed should choose the appropriate media to publish, so that the company in the industry has a very good advertising, publicity role; Twelve is the integration management after acquisition, including assets, management, organization, human resources, culture and other aspects of integration. With the globalization of economy and the continuous improvement of the national market economy, enterprises will deal with the competition from home and abroad, more and more mergers and acquisitions will be carried out, and Hongfu Corporation is no exception. Through the decomposition of several merger cases of Hongfu Company, we find that there are some problems in the process and standardization of the merger of Hongfu Company. According to the theory and practice, this paper designs a set of merger and acquisition operation procedure which accords with Hongfu company's own characteristics, in order to make Hongfu company's merger and acquisition work standardized and programmed, and has certain guiding function to the enterprise's future merger and acquisition work.
【学位授予单位】：昆明理工大学
【学位级别】：硕士
【学位授予年份】：2008
【分类号】：F426.72

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