·················································································· I Abstract ··············································································III 1 绪论 ··················································································1 1.1 研究背景和意义 ·········································································· 1 1.1.1 研究背景 ···························································································1 1.1.2 研究意义 ···························································································1 1.2 国内外研究综述 ·········································································· 2 1.2.1 企业并购文献综述···············································································2 1.2.2 资源整合文献综述···············································································4 2.2.3 可行性研究文献综述············································································6 1.3 研究主要内容及框架 ······························································ 8 2 并购可行性研究的基本理论 ···················································11 2.1 企业并购的基本理论····································································11 2.1.1 基本概念 ························································································· 11 2.1.2 理论基础 ························································································· 11 2.1.3 企业并购的方式 ················································································12 2.2 资源整合的基本理论····································································13 2.2.1 基本概念 ·························································································13 2.2.2 资源整合的主要内容 ··········································································13 2.3 可行性研究的基本理论·································································14 2.3.1 基本概念 ·························································································14 2.3.1 可行性研究的主要内容 ·······································································14 3 SD 公司并购 A 公司电网的业务可行性研究······························· 17 3.1 SD 公司与 A 公司电网的基本情况···················································17 3.1.1 SD 公司的基本情况············································································17 3.1.2A 公司电网的基本情况········································································17 3.2 国家及地区电力发展现状 ·····························································21 3.2.1 我国电力发展现状 ·············································································21 3.2.2 重庆市电力发展现状 ··········································································22 3.3 政治及体制因素分析 ···································································23VI 3.3.1 中国售电市场现状 ·············································································23 3.3.2 重庆市电力体制改革现状 ····································································24 3.4 并购的必要性············································································ 24 3.5 并购范围研究············································································ 26 3.5.1 中心站的确定 ···················································································26 3.5.2 并购及租赁设施 ················································································26 3.6 电网供电方式············································································ 29 3.6.1 电网供电方式 ···················································································29 3.6.2 方案比较 ·························································································29 3.7 劳动定员·················································································· 30 4 SD 公司并购 A 公司电网的财务可行性研究······························· 31 4.1 投资估算 ·················································································· 31 4.1.1 投资估算范围 ···················································································31 4.1.2 投资估算编制依据 ·············································································31 4.1.3 并购方案静态投资 ·············································································31 4.1.4 流动资金估算 ···················································································32 4.1.5 并购投资费用 ···················································································32 4.2 项目融资渠道分析······································································ 33 4.2.1 新公司的融资组建 ·············································································33 4.2.2 后期资金筹措 ···················································································33 4.3 营业成本及收入········································································· 33 4.3.1 营业成本 ·························································································33 4.3.2 营业收入·························································································37 4.4 投资评价·················································································· 39 4.4.1 投资效果 ·························································································39 4.4.2 财务评价·························································································42 4.4.3 社会效益 ·························································································43 5 并购风险及控制 ································································· 45 5.1 并购风险·················································································· 45 5.1.1 政策环境风险···················································································45 5.1.2 经营性风险······················································································45 5.2 控制措施·················································································· 47 6 结论与展望 ······································································· 49VII 致 谢 ················································································ 51