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标的资产的评估和定价问题是上市公司重组中的一项核心问题,业绩补偿制度正是促使交易双方合理公平定价的一种法律机制。现行的业绩补偿制度已越来越难以适应实践需要,无法发挥其应有的保障作用。近年来,多家上市公司存在收购标的资产未能完成业绩承诺等情况,重组上市公司存在任意变更业绩补偿协议、配套保障措施不足等问题。为完善业绩补偿制度,应当取消关于业绩补偿的强制性规定,为业绩补偿协议的订立提供指引性规定,明确变更业绩补偿协议的必要程序等。
The issue of valuation and pricing of the underlying assets is a core issue in the restructuring of listed companies. Performance compensation system is just a legal mechanism that promotes reasonable and fair pricing for both parties to the transaction. The current performance compensation system has become increasingly difficult to meet the needs of practice and can not give full play to its due security role. In recent years, a number of listed companies have failed to fulfill their performance commitments in the acquisition of the subject assets. There are some problems such as the arbitration of performance compensation agreements and the lack of supporting safeguards in the reorganization of listed companies. In order to improve the performance compensation system, the mandatory provisions on performance compensation should be canceled, guidelines should be provided for the performance compensation agreement, and the necessary procedures for changing the performance compensation agreement should be clearly defined.