Core Viewpoint - The proposed acquisition of two target companies by a listed company was terminated due to the failure to obtain shareholder approval, highlighting the need for a merger pricing system that respects the interests of minority shareholders [1][2]. Summary by Sections Acquisition Details - The listed company intended to acquire 100% equity of two target companies for a total price of 6 billion yuan, with significant premium valuations of 506.96% and 478.49% respectively [1]. - The target companies plan to distribute large dividends of 1.556 billion yuan and 460 million yuan in 2024, with debt ratios of 75.75% and 85.21% by the end of 2024 [1]. Shareholder Voting Dynamics - A total of 588 minority shareholders participated in the voting process, with the proposal receiving 47.0683% approval, 9.9662% opposition, and 42.9655% abstentions [1]. - The low participation in voting among minority shareholders indicates a lack of understanding of the transaction, leading to the proposal's failure to pass due to insufficient support [2]. Recommendations for Improvement - Establish a rigid classification voting system to ensure that minority shareholders have a separate voting mechanism for related transactions, especially those with high premiums or sudden large dividends [2][3]. - Enhance disclosure requirements for merger pricing, including detailed assessments and justifications for significant valuation differences [3]. - Reform the selection mechanism for valuation agencies to ensure independence and fairness in the assessment process [3]. - Create a support system for minority shareholders to facilitate communication and informed decision-making regarding voting [3].