企业合并中的或有对价随着国内资本市场中并购重组活动的增多,以及市场上一些专业投资者(如私募基金)的加入,上市公司的并购方式越来越灵活,并购的定价机制也呈现多样化的趋势。近年来较为典型的一种定价方式是,交易价格并不是固定金额,而是根据被购买方在购买日之后的盈利情况进行调整。这种定价方式称为“基于盈利能力的 Contingent Consideration in Business Combination With the increase of mergers and acquisitions and reorganization activities in the domestic capital market and the accession of some professional investors in the market (such as private equity funds), the merger and acquisition of listed companies is becoming more flexible and the pricing mechanism of mergers and acquisitions Diversified trends. In recent years, a more typical pricing method is that the transaction price is not a fixed amount, but according to the purchased party’s profitability after the acquisition date. This pricing method is called ”profitability-based."