会计学院知识库

摘  要

企业会计准则明确规定，企业合并中，若收购成本超过被收购方能够识别净资产公允价值的净资产部分，则超出部分被视为商誉。然而，在适用会计准则时，商誉的性质很难合理地表示，并购的当事方可以操纵商誉，商誉减值问题已经逐渐成为上市公司合并和重组的主要问题。在后续的商誉计量过程中，减值测试是衡量公司商誉变化的主要方法，然而这种方法存在客观性不足的问题。在上市公司商誉减值测试中，估计数据通常受到人为因素的影响，这种影响导致难以获得准确的度量，因此无法确定减值金额，从而增加了上市公司商誉减值的风险。

因此本文将采用文献研究法、案例分析法、对比研究法对上市公司商誉减值风险及防范进行研究，通过以大洋电机为例，分析公司商誉减值风险及原因，并提出防范建议。首先在对文献梳理的基础上，对上市公司商誉减值风险及防范等概念及相关理论进行归纳。其次以大洋电机为例，结合相关数据分析公司商誉减值的风险，对大洋电机商誉减值风险及成因进行分析，提出防范商誉减值风险相应的对策建议。

通过研究发现大洋电机在并购中面临的商誉减值风险主要包括整体市场环境引起高估值所带来的风险、采用收益法估值带来的风险、支付方式中股份支付比例过高风险、并购后协同效果不佳引发的风险等，究其原因是并购商誉初始确认金额偏高、被并购方业绩承诺未达预期、商誉后续计量的合理性值得商榷、企业存在盈余管理动机。根据大洋电机商誉减值风险及成因，提出解决风险的防范措施，进行对比分析，提出相应建议，帮助企业规范并购行为，加强并购后的整合管理，提高企业财务管理能力，进而达到防范商誉减值风险，维护中小股东利益的目的。

Abstract

The accounting standards for enterprises clearly stipulate that in the merger of enterprises, if the acquisition cost exceeds the net asset part of the fair value of the net assets that the acquired party can identify, the excess part is regarded as goodwill. However, in the application of accounting standards, the nature of goodwill is difficult to reasonably indicate that the parties to the merger and acquisition can manipulate goodwill, and the impairment of goodwill has gradually become the main problem of merger and reorganization of listed companies. In the subsequent goodwill measurement process, impairment test is the main method to measure the change of corporate goodwill. However, this method has the problem of insufficient objectivity. In the goodwill impairment test of listed companies, the estimated data are usually affected by human factors, which makes it difficult to obtain accurate measurement, so the amount of impairment cannot be determined, thus increasing the risk of goodwill impairment of listed companies.

Therefore, this article will adopt the literature research method, case analysis method, and comparative research method to study the goodwill impairment risk and prevention of listed companies. Taking Dayang Electric as an example, this article will analyze the company's goodwill impairment risk and reasons, and propose preventive suggestions. Firstly, based on the literature review, this paper summarizes the concepts and related theories of goodwill impairment risk and prevention in listed companies. Secondly, taking Dayang Electric as an example, combined with relevant data, systematically analyzes the causes and adverse consequences of goodwill impairment after mergers and acquisitions. Finally, based on the analysis of the goodwill impairment risk and its causes, the paper proposes corresponding countermeasures and suggestions to prevent the goodwill impairment risk.

Through research, it is found that the goodwill impairment risks faced by Dayang Electric in the merger and acquisition mainly include the risks caused by overvaluation due to the overall market environment, the risks caused by using the income method for valuation, the risks caused by the excessive proportion of share-based payment in the payment method, and the risks caused by poor synergy after the merger and acquisition. The reasons are mainly due to the high initial recognition amount of goodwill in the merger and acquisition, the failure of the performance commitment of the merged party to meet expectations The rationality of subsequent measurement of goodwill is questionable, and enterprises have earnings management motivations. Based on the risks and causes of goodwill impairment of Dayang Electric Corporation, this paper proposes preventive measures to address the risks, conducts comparative analysis, and puts forward corresponding suggestions to help enterprises regulate mergers and acquisitions, strengthen integrated management after mergers and acquisitions, and improve their financial management capabilities, thereby achieving the goal of preventing goodwill impairment risks and safeguarding the interests of small and medium-sized shareholders.