上市公司并购交易中盈利预洲补偿机制发挥了交易促进与保障作用。然而,由于并购交易中存在盈利预测不确定、并购整合不足、大股东违法违规行为等因素,少数并购交易完成后承诺的业绩未能达成。建议进一步强化盈利预测信息披露规则,细化上市公司股东、董监高诚实守信、勤勉尽责义务,落实财务顾问持续督导职责,关注承诺人履约情况,及时查处违规违法行为。 The profit-making compensation mechanism of listed companies in M ​​& A transactions has played a role of transaction promotion and guarantee. However, due to uncertainties in earnings forecast, lack of integration in mergers and acquisitions, illegal behaviors of major shareholders and other factors, the promised results after the completion of the minority mergers and acquisitions failed to be reached. It is suggested to further strengthen the profit disclosure information disclosure rules, refine the shareholders and directors in the listed companies with high standards of honesty and diligence, diligence and due diligence, implement continuous supervision duties of financial consultants, pay close attention to compliance of promisors, and promptly investigate and deal with illegal activities.