会计学院知识库

在“文化+科技”的双轮驱动效应下，文化传媒企业为了增强市场占有率，塑造自身竞争优势，并购毫无疑问成为企业完成扩张的第一选择。鉴于近年来以游戏为代表的数字文化产业表现突出，利润可观，在并购标的的选择上游戏企业的受欢迎程度也在与日俱增。中文在线作为中国数字出版的开创者之一，在泛娱乐战略的布局规划方面一直走在行业的前沿，为整合IP资源，促进企业发展。2017年中文在线布局展开对晨之科80%股权的并购活动，在第二年4月完成此次并购。然而，并购作为一种投资活动，展开的同时就伴随着各种风险，关系到并购活动的成败。因此，重视风险管控，对并购的顺利实施和整合尤为重要。

本文对并购动因及并购财务风险的相关文献做了梳理归纳，为中文在线并购财务风险研究提供了理论基础。随后将中文在线和晨之科的相关情况进行介绍，通过对并购过程的梳理和动因的分析，运用财务分析法对中文在线的并购结果进行分析，绘制流程图识别并购过程中的财务风险，发现中文在线在对晨之科进行估值时，过于看好其未来的发展，出现高溢价；在融资和支付上，选择股权+现金的混合支付方式，一定程度上缓解了资金压力，但存在原大股东股权被稀释的现象及现金支付带来的短期偿债压力；同时，中文在线在并购后的整合阶段对晨之科的整合效果不佳，加剧了风险。中文在线在并购晨之科后采取的应对风险的措施不到位，结果并不理想。最后，针对并购过程中的财务风险提出相关的管控启示，希望能对日后文化传媒企业的并购带来借鉴作用。

Under the two-wheel drive effect of "culture + technology", in order to increase market share and shape their own competitive advantages, cultural media companies have undoubtedly become the first choice for companies to complete their expansion. In view of the outstanding performance of the digital cultural industry represented by games in recent years, and considerable profits, the popularity of game companies in the selection of M&A targets is also increasing day by day. As one of the pioneers of digital publishing in China, Chinese Online has been at the forefront of the industry in terms of pan-entertainment strategic layout planning. In order to integrate IP resources and promote corporate development, in 2017, Chinese Online began to take an 80% stake in Chenzhike. Of M&A activities and completed the merger in April of the following year. However, as a kind of investment activity, mergers and acquisitions are accompanied by various risks at the same time, which are related to the success or failure of mergers and acquisitions activities. Therefore, paying attention to risk control is particularly important for the smooth implementation and integration of mergers and acquisitions.

This article first uses the literature induction method to summarize and summarize the literature on the motivations of mergers and acquisitions and related financial risks, which provides a theoretical basis for the research on financial risks of Chinese online mergers and acquisitions. Subsequently, the relevant situation of Chinese Online and Chenzhike will be introduced. Through the analysis of the merger process and the analysis of the motivation, the financial analysis method is used to analyze the results of the merger of Chinese Online, and the flow chart is drawn to identify the financial risks in the merger process. When Chinese Online evaluated Chenzhike, it was too optimistic about its future development, resulting in a high premium; in terms of financing and payment, the choice of a mixed payment method of equity + cash has eased the financial pressure to a certain extent, but there is an original big The phenomenon of shareholder equity dilution and short-term debt repayment pressure caused by cash payments; at the same time, Chinese Online's poor integration effect on Chenzhike in the post-merger integration stage has increased risks. However, for the financial problems that occurred after the merger, the response measures taken by Chinese Online were not in place, and the effect was not satisfactory. Finally, it puts forward relevant management enlightenments for the financial risks in the process of M&A, hoping to provide some reference for future mergers and acquisitions of cultural media companies.