康康map-
三、民营企业防范财务风险的对策
Third, the Private enterprise guards against the financial risk the countermeasure
民营企业参与国企改制重组是一个涉及面广、政策性强的系统工程。它的成败不但影响到民营企业自身的发展，更影响到国有经济进行战略性调整和国有企业进行战略性改组的整体布局。为了防范这一过程中可能出现的财务风险问题，以下几点需要引起足够的重视：
The Private enterprise participates in the state-owned enterprise remanufacture reorganization is an affected area is broad, policy-type strong systems engineering. Not only its success or failure affects Private enterprise own development, affects to the state economy makes the strategic readjustment and the State-owned business carries on the strategic reorganization the overall layout. In order to guard against the financial risk question which in this process possibly appears, the following several spots need to bring to the enough attention:
（一）民营企业参与国有企业改制重组要结合企业实际，选用适合自身发展的参与方式
(one) the Private enterprise participates in the State-owned business remanufacture reorganization being probable to link to the enterprise reality, selects suits own development the participation way
民营企业要对自身实力有充分认识，量力而行，不要超越自身财务能力而仅凭一时热情盲目并购。国有企业不同于民营企业，其目标多元化、体制复杂，必须在进入前充分了解，要树立可持续发展观，忌超过自身财力盲目做大。比如个人养老金问题、国有职工身份转换问题、离退休职工医药费报销问题、企业办社会职能分离问题以及国有企业的隐性债务问题等，这些问题加重了民营企业并购中的负担。针对这一难题，可以采取的策略是在并购时，只买资产，不买产权和人，不承担债务。这种并购模式称为资产并购，即由国有困难企业出资产，民营企业出现金，共同组成一个新企业。利用国有企业的设备、场地、技术等方面的优势，与民营企业管理、市场、经营的优势，深挖国有企业的潜力，为民营企业所用，实现扬长避短，优势互补。其好处是负担轻，能顺利解决隐性债务和职工安置等问题。
The Private enterprise must have the full understanding to own strength, does what one can, do not go beyond own financial ability, but only depends on is warm for a while the blind merger and acquisition. The State-owned business is different with the Private enterprise, its goal multiplication, the system are complex, must before entry the full understanding, must set up the sustainable development concept, the death anniversary surpasses own financial resource to do in a big way blindly. For instance individual pension question, the state-owned staff status transformation question, the retirement staff medical expenses reimburse the question, the enterprise to handle the social function separation problem as well as State-owned business"s recessive debt question and so on, these questions aggravated in the Private enterprise merger and acquisition burden. In view of this difficult problem, the strategy which may adopt is when the merger and acquisition, only buys the property, does not buy the property right and the human, does not undertake the debt. This kind of merger and acquisition pattern is called the property merger and acquisition, namely leaves the property by the state-owned difficult enterprise, the Private enterprise leaves the cash, forms a new enterprise together. Uses aspect and so on State-owned business"s equipment, location, technology superiority, manages, the market, the management superiority with the Private enterprise, deep cuts State-owned business"s potential, uses for the Private enterprise, to realize enhances strong points and avoids weaknesses, survival of the fittest. Its advantage is bears lightly, can solve recessive problems smoothly and so on debt and staff placement.
（二）民营企业要多方收集信息，多方了解目标企业情况，化“信息不对称”为“信息对称”
(two) the Private enterprise needs to collect the information in every way, understood in every way the goal enterprise situation, melts “the information not to be asymmetrical” is “the information is symmetrical”
首先，民营企业要努力消除信息不透明、不公开现象，通过多方大量收集信息改善并购方所面临的信息不对称。民营企业可以聘请会计师事务所协助，利用其专业和经验优势，核查目标企业所提供的财务报表数据是否准确反映了该企业的财务状况，特别是对资产负债、现金流量、获利能力应予以深入核查，及时发现可疑之处。在并购决策时，选择风险较小或基本上没有风险的方案，降低风险发生的可能性和损失的程度。
First, the Private enterprise needs to eliminate the information not transparently diligently, not the public phenomenon, faces the information through the massive collection information improvement merger and acquisition side not to be asymmetrical in every way. The Private enterprise may invite the Accounting firm assistance, uses its specialty and the experience superiority, the financial reporting data which the investigation goal enterprise provides whether to have reflected accurately this enterprise"s financial situation, specially to the property debt, the cash flow, profit ability should give the thorough investigation, prompt discovery suspicious place. When merger and acquisition decision-making, the choice risk is small or basically does not have the risk plan, reduces possible which and loss degree the risk occurs.
其次，企业并购过程中对目标企业价值的评估是确定并购交易价格的关键。企业并购工作的核心是资产评估，它对目标企业资产价值科学评价的同时也为企业并购提供了可靠的依据。实施并购的一方希望以适当的价格（能使并购方的投资获得满意的回报）对并购对象进行并购，但真正能做到这一点的企业并不多。在资产评估上，可以借鉴国际通行的尽职调查，全面考虑影响企业价值判断的各项影响因素，对国有企业价值进行准确地评估。既不能让国有资产评估价值高于国有企业净资产的真实价值，使民营企业蒙受损失，也不能让国有资产评估价值低于真实价值，避免国有资产流失。一些国有企业的账面价值并不能代表企业的真实价值，企业价值有许多账外因素和隐性成分[3].民营企业可以与目标企业签订责任书，明确相互责任，保证信息披露达到准确、完整和真实的标准。
Next, in the enterprise merger and acquisition process is determines the merger and acquisition bargain price to the goal enterprise value"s appraisal the key. The enterprise merger and acquisition work"s core is the property appraisal, it has also provided the reliable basis to goal enterprise assets value science appraisal"s at the same time for the enterprise merger and acquisition. An implementation merger and acquisition"s side hoped that (can cause merger and acquisition side by the suitable price investment to obtain satisfaction repayment) to carry on the merger and acquisition to the merger and acquisition object, but can achieve this point truly the enterprise not to be many. In the property appraisal, may use for reference international general fulfills duty the investigation, considered comprehensively the influence enterprise value judgment each influencing factor, carries on to the State-owned business value appraises accurately. Also cannot let the state asset appraisal value be higher than the State-owned business net assets the true value, causes the Private enterprise to sustain a loss, also cannot let the state asset appraisal value be lower than the true value, avoids the state asset outflow. Some State-owned business"s book value cannot represent enterprise"s true value, the enterprise value has outside many accounts the factor and the recessive ingredient [3]. Private enterprise may sign the letter of responsibility with the goal enterprise, is clear about the mutual responsibility, guaranteed that the information disclosed achieves accurate, complete and the real standard.
三）优化决策程序，充分利用中介机构力量
Three) optimizes the decision-making procedure, full use Facilitating agency strength
政府应当大力鼓励、支持、引导民营经济发展。一方面，要加快制定完善对民营企业重组国有企业有利的政策；另一方面，对于并购中出现的问题，政府有责任积极配合民营企业解决。同时，民营企业在进行并购决策时，应当借助资产评估机构、律师事务所等中介机构，充分利用他们的优势。中介机构作为独立第三者能够提供公正、专业、中立的判断，确保民营企业的权益，降低民营企业并购国有困难企业的财务风险，在深化国企改革中达到双赢的结果.
The government must encourage, the support, the guidance privately operated economic development vigorously. At the same time, must speed up the formulation to consummate reorganizes the State-owned business advantageous policy to the Private enterprise; On the other hand, the question which appears regarding the merger and acquisition, the government has the responsibility to coordinate the Private enterprise to solve positively. At the same time, the Private enterprise when carries on the merger and acquisition decision-making, must draw support from the property appraisal organization, the Law office and so on Facilitating agency, uses their superiority fully. The Facilitating agency takes the independent third party to be able to provide fairly, the specialty, the neutral judgment, guaranteed that Private enterprise"s rights and interests, reduce the private enterprise merger and acquisition state-owned difficult enterprise"s financial risk, achieves the win-win result in the deepening state enterprise reform.
四）民营企业要妥善处理好与政府的关系
Four) the Private enterprise needs to deal with and government"s relations properly
民营企业要充分利用政府提供的机会，更要加强自身判断能力。重点是消除并购过程中的摩擦和阻力，强化政府有利角色，营造一个有利于民营企业重组国有困难企业的良好的政务环境。同时，民营企业不能过分依赖政府所承诺的优惠政策，应当根据国有企业与市场的实际情况做出决策，只能将优惠政策作为或然条件，而不是并购的基本条件。
The Private enterprise must fully the opportunity which provides using the government, must strengthen own judgment ability. The key point is eliminates in the merger and acquisition process the friction and the resistance, the strengthened government advantageous role, builds one to be advantageous in the Private enterprise reorganizes the state-owned difficult enterprise"s good government affairs environment. At the same time, the Private enterprise cannot rely on the preferential policy which excessively the government pledged, must act according to the State-owned business and the market actual situation makes the decision-making, can only take the preferential policy the probable condition, but is not the merger and acquisition basic condition.
马老四-
Third, private enterprises measures to guard against financial risks
Private enterprises to participate in restructuring and reorganizing state-owned enterprises is a broad, policy-oriented systems engineering. It not only affects the success or failure of the development of private enterprises, but also affect the strategic adjustment of state-owned economy and the strategic reorganization of state-owned enterprises in the overall arrangement. This process to prevent potential exposure to financial risks, the following points need to attract enough attention to:
(A) private enterprises to participate in state-owned enterprises restructuring and reorganizing enterprises to combine the reality of their own choice for the development of a participatory approach
Private enterprises to fully understand their own strength, according to our capability, not to exceed the financial capacity of their own passion blind acquisition time alone. State-owned enterprises is different from private enterprises, the diversification of its objectives, the complexity of the system must be fully aware of the top, it is necessary to establish a sustainable development concept, avoid more than their own financial resources to make a big blind. Issues such as personal pensions, the capacity of conversion of state-owned workers, retired workers the reimbursement of medical expenses, separation of the social functions of enterprises, as well as the hidden state-owned enterprises such as the debt problem, the problem of private enterprises has increased the burden of acquisition. In response to this problem which can be taken in the M & A strategy is only to buy assets, not to buy property and people, not the assumption of debt. Assets such as mergers and acquisitions M & A mode, that is, from the assets of state-owned enterprises, private enterprises gold, together form a new enterprise. The use of state-owned enterprises, equipment, facilities, technology and other areas, and private enterprise management, marketing, management strengths, the potential of deep state-owned enterprises, private enterprises, to achieve The best choice to avoid poor, complement each other. Its advantage is to lighten the burden of a smooth settlement of hidden debt and resettlement issues such as trade unions.
(B) private enterprises to multi-gather information, understand the goal of multi-enterprise situation of "asymmetric information" as "information symmetry"
First of all, private enterprises should strive for the elimination of information opaque, non-public phenomenon, a large number of gathering information through various mergers and acquisitions to improve the information asymmetry faced. Private enterprises can hire accounting firms to assist, using their professional strengths and experience, verification of the target company"s financial statements provided by the data accurately reflect the financial position of enterprises, especially for assets and liabilities, cash flow, profitability should be thoroughly verification, the timely detection of suspicious circumstances surrounding his death. Decision-making in mergers and acquisitions, the choice of the risk of smaller or no risk of the program is basically to reduce the risk of the likelihood and the extent of the losses.
Secondly, the process of mergers and acquisitions on the target enterprise value assessment is to determine the price of the key M & A transactions. M & A is the core of the work of asset valuation, the value of the assets of its business objectives of the scientific evaluation of mergers and acquisitions as well as to provide a reliable basis. Implementation of M & A party would like to appropriate price (M & A party can obtain a satisfactory return on investment) on the M & M & A targets, but to do this really are not many businesses. Assessment of the assets, we can learn from international practice due diligence to give full consideration to the impact of enterprise value to determine the impact of factors, the value of state-owned enterprises to accurately assess. Does not allow assessment of the value of state-owned assets of state-owned enterprises than the real value of net assets, so that losses to private enterprise, we can not allow the assessment of the value of state-owned assets is lower than the true value, to avoid loss of state assets. Some of the book value of state-owned enterprises and enterprises can not represent the true value of enterprise value账外there are many hidden factors and components [3]. Private enterprises signed with the goal of responsibility, a clear mutual responsibility to ensure that the disclosure of information to achieve accurate and complete and real standards.
(C) to optimize decision-making process, take full advantage of the power agency
Government should strongly encourage, support and guide private economic development. On the one hand, to speed up the development of private enterprises to improve the benefit of state-owned enterprises restructuring policies; On the other hand, the problems in mergers and acquisitions, the Government has the responsibility to actively cooperate with the private enterprise solution. At the same time, private enterprises in decision-making mergers and acquisitions, asset valuation should be by agencies, law firms and other intermediary bodies, take full advantage of their advantage. As an independent third party intermediaries can provide a fair, professional, neutral judge to ensure that the rights and interests of private enterprises, private enterprises to reduce the difficulties of state-owned enterprises mergers and acquisitions of financial risk, and in deepening the reform of state-owned enterprises to achieve win-win results.
(D) of private enterprises to properly handle the relationship with the Government
Private enterprises should make full use of opportunities provided by the Government, but also to strengthen their own capacity to judge. Focus on M & A process to eliminate the friction and resistance, enabling the Government to strengthen the role and create an environment conducive to private enterprise restructuring state-owned enterprises in the administrative environment of the good. At the same time, private enterprises can not rely too much on the Government"s commitment to the preferential policies of state-owned enterprises should be based on the actual situation and the market to make a decision, only the conditions of preferential policies as a contingent, rather than the basic conditions for mergers and acquisitions.
北境漫步-
Third, private enterprises measures to guard against financial risks
Private enterprises to participate in restructuring and reorganizing state-owned enterprises is a broad, policy-oriented systems engineering. It not only affects the success or failure of the development of private enterprises, but also affect the strategic adjustment of state-owned economy and the strategic reorganization of state-owned enterprises in the overall arrangement. This process to prevent potential exposure to financial risks, the following points need to attract enough attention to:
(one) private enterprises to participate in state-owned enterprises restructuring and reorganizing enterprises to combine the reality of their own choice for the development of a participatory approach
Private enterprises to fully understand their own strength, according to our capability, not to exceed the financial capacity of their own passion blind acquisition time alone. State-owned enterprises is different from private enterprises, the diversification of its objectives, the complexity of the system must be fully aware of the top, it is necessary to establish a sustainable development concept, avoid more than their own financial resources to make a big blind. Issues such as personal pensions, the capacity of conversion of state-owned workers, retired workers the reimbursement of medical expenses, separation of the social functions of enterprises, as well as the hidden state-owned enterprises such as the debt problem, the problem of private enterprises has increased the burden of acquisition. In response to this problem which can be taken in the M & A strategy is only to buy assets, not to buy property and people, not the assumption of debt. Assets such as mergers and acquisitions M & A mode, that is, from the assets of state-owned enterprises, private enterprises gold, together form a new enterprise. The use of state-owned enterprises, equipment, facilities, technology and other areas, and private enterprise management, marketing, management strengths, the potential of deep state-owned enterprises, private enterprises, to achieve The best choice to avoid poor, complement each other. Its advantage is to lighten the burden of a smooth settlement of hidden debt and resettlement issues such as trade unions.
(two) the Private enterprise needs to collect the information in every way, understood in every way the goal enterprise situation, melts “the information not to be asymmetrical” is “the information is symmetrical”
First, the Private enterprise needs to eliminate the information not transparently diligently, not the public phenomenon, faces the information through the massive collection information improvement merger and acquisition side not to be asymmetrical in every way. The Private enterprise may invite the Accounting firm assistance, uses its specialty and the experience superiority, the financial reporting data which the investigation goal enterprise provides whether to have reflected accurately this enterprise"s financial situation, specially to the property debt, the cash flow, profit ability should give the thorough investigation, prompt discovery suspicious place. When merger and acquisition decision-making, the choice risk is small or basically does not have the risk plan, reduces possible which and loss degree the risk occurs.
Next, in the enterprise merger and acquisition process is determines the merger and acquisition bargain price to the goal enterprise value"s appraisal the key. The enterprise merger and acquisition work"s core is the property appraisal, it has also provided the reliable basis to goal enterprise assets value science appraisal"s at the same time for the enterprise merger and acquisition. An implementation merger and acquisition"s side hoped that (can cause merger and acquisition side by the suitable price investment to obtain satisfaction repayment) to carry on the merger and acquisition to the merger and acquisition object, but can achieve this point truly the enterprise not to be many. In the property appraisal, may use for reference international general fulfills duty the investigation, considered comprehensively the influence enterprise value judgment each influencing factor, carries on to the State-owned business value appraises accurately. Also cannot let the state asset appraisal value be higher than the State-owned business net assets the true value, causes the Private enterprise to sustain a loss, also cannot let the state asset appraisal value be lower than the true value, avoids the state asset outflow. Some State-owned business"s book value cannot represent enterprise"s true value, the enterprise value has outside many accounts the factor and the recessive ingredient [3]. Private enterprise may sign the letter of responsibility with the goal enterprise, is clear about the mutual responsibility, guaranteed that the information disclosed achieves accurate, complete and the real standard.
(Three) optimizes the decision-making procedure, full use Facilitating agency strength
The government must encourage, the support, the guidance privately operated economic development vigorously. At the same time, must speed up the formulation to consummate reorganizes the State-owned business advantageous policy to the Private enterprise; On the other hand, the question which appears regarding the merger and acquisition, the government has the responsibility to coordinate the Private enterprise to solve positively. At the same time, the Private enterprise when carries on the merger and acquisition decision-making, must draw support from the property appraisal organization, the Law office and so on Facilitating agency, uses their superiority fully. The Facilitating agency takes the independent third party to be able to provide fairly, the specialty, the neutral judgment, guaranteed that Private enterprise"s rights and interests, reduce the private enterprise merger and acquisition state-owned difficult enterprise"s financial risk, achieves the win-win result in the deepening state enterprise reform.
(Four) the Private enterprise needs to deal with and government"s relations properly
The Private enterprise must fully the opportunity which provides using the government, must strengthen own judgment ability. The key point is eliminates in the merger and acquisition process the friction and the resistance, the strengthened government advantageous role, builds one to be advantageous in the Private enterprise reorganizes the state-owned difficult enterprise"s good government affairs environment. At the same time, the Private enterprise cannot rely on the preferential policy which excessively the government pledged, must act according to the State-owned business and the market actual situation makes the decision-making, can only take the preferential policy the probable condition, but is not the merger and acquisition basic condition.