题目内容

1 Introduction and industry background
The current European market for Datum Paper Products (DPP) in 2005 is not encouraging. The company designs and
manufactures textile fabrics for use in the paper industry. Its main customers are large European and American paper
making companies and while the UK market is fairly stable, over 80% of DPP’s products are sold abroad. Its
customers use highly expensive capital equipment, with a new paper mill costing £300 million or more. The paper
makers supply paper to global newspaper and book publishers who themselves are under pressure to consolidate as
a result of the growing competition from alternative information providers, such as TV and the Internet. The industry,
therefore, carries many of the signs of a mature industry, the paper manufacturers have considerable overcapacity and
are supplying customers who themselves are facing intense competition. Paper makers are looking to reduce the
number of suppliers and for these suppliers to meet all their needs. The net result is heavy pressure on suppliers such
as DPP to discount prices and improve international service levels, although there is little potential to increase sales
volumes to achieve further economies of scale. DPP’s response to this more competitive environment has been to
attempt to secure higher volumes through increasing their market share and to search for cost reductions in spite of
the need to improve customer service levels.
DPP is one of a number of operating companies in the paper and ancillary products division of Park Group Industries
plc, a diversified company with other divisions in industrial materials, automotive products and speciality chemicals.
The paper and ancillary products division itself is split into the North American Region and the European Region.
There are some 30 companies in the division with plants in 13 countries. Within the paper and ancillary products
division there is recognition that in order to survive let alone make a profit some industry restructuring is necessary.
Currently, DPP has some four UK plants manufacturing different parts of their product range. Any consolidation,
including acquisition, is best done on a regional basis and Europe seems a logical place to start.
Strategic options – acquisition or a greenfield site?
Ken Drummond is Managing Director of DPP, and has spent a lifetime in the paper industry but has had little
experience in acquiring other companies. The pressures faced by the European industry mean that there are, in reality,
two strategic options to achieve the necessary restructuring. Firstly, there are opportunities to buy existing companies
available in most European countries. The identification of suitable target companies, the carrying out of due diligence
procedures before negotiating a deal and integration of the acquired company typically takes a year to complete. The
second option is to move to one of the countries that have entered the European Union in 2004 where operating costs
are significantly lower. There are significant government and European Union incentives for firms that move to a new
or greenfield site in one of the many economically depressed areas. The greenfield option would take up to three years
to get a plant set up and operating.
The acquisition option
Ken is able to draw on the expertise of corporate headquarters that has had some experience with growth by both
organic expansion and by acquisition. The initial search for possible acquisition candidates has revealed a French
family owned and managed firm, ‘Papier Presse’, based in the southwest of France, some 800 kilometres from DPP’s
main plant in the UK. Papier Presse has three manufacturing plants in France, each heavily unionised and controlled
by the owner Philippe Truffaud. Papier Presse’s markets are exclusively with European paper makers and it has no
significant international business outside of the EU. The technology used is more dated than DPP’s and manning
levels are significantly higher. Papier Presse’s product range has some significant overlap with DPP’s but there are also
some distinctive products. Philippe’s son, Francois, is Sales and Marketing Director and his son-in-law, Henri, is
Operations Manager. Philippe himself is the third generation of Truffauds to run the firm. Ken recognises the
considerable differences between DPP and its potential French partner – language being only the most obvious one.
The sales, service and distribution systems of the two firms are totally distinct but their customers include the same
European paper makers. Reconciling the two information systems would be difficult, with customers looking for much
higher service levels. Historically, DPP, with its own research and development function, has a better record of product
improvement and innovation. However, Papier Presse is better regarded by its customers for its flexibility in meeting
their changing demands. In terms of strategic planning DPP contributes to the strategic plans drawn up at divisional
level, while the family dominance at Papier Presse means that planning is much more opportunistic and largely
focused on the year ahead. Each company has to operate within a climate of heightened environmental concern over
toxic by-products of the manufacturing process. There are other similarities in that both companies have felt that
product superiority is the route to success but whereas DPP’s is through product innovation; Papier Presse’s is through
customer service. Clearly integrating the two companies will present some interesting challenges and the family
ownership of Papier Presse means that a significant premium may have to be paid over the current book value of the
company.
The greenfield option
Ken, however, also recognises that the apparent benefits of moving onto a new greenfield site in one of the countries
recently admitted into the European Union will itself bring difficulties. One obvious difficulty is the lack of a modern
support infrastructure in terms of suppliers, distributors and logistical support. There is also a strong tradition of
government intervention in company growth and development. Although there are government agencies looking to
attract new companies to set up in these countries, there are considerable bureaucratic and time consuming
procedures to overcome. Above all there is continuing government financial support for small inefficient, formerly
state-owned, companies making the products for the national paper makers, who themselves are small and inefficientcompared to the customers being supplied by DPP and Papier Presse.
Required:
(a) Using the data provided and models where appropriate, assess the strategic fit between Datum Paper
Products and Papier Presse, indicating areas where positive or negative synergies are likely to exist.
(20 marks)

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试题五(共 15 分)
阅读以下说明,回答问题 1 至问题4,将解答填入答题纸的对应栏内。
【说明】
企业的 IT 管理工作有三层架构:IT 战略规划、IT 系统管理和 IT 技术及运作管理。IT 系统管理位于中间,起着承上启下的核心作用。IT 系统管理是 IT 的高效运作和管理,而不是 IT 战略规划。IT 战略规划关注战略层面的问题,IT 系统管理是确保战略得到有效执行的战术性和运作性活动,两者的性质不同,目标也不同。
【问题 1】 (4 分)
写出企业 IT 系统管理的基本目标。
【问题 2】 (2 分)
在 IT 系统管理中,用于管理的关键 IT 资源包括计算机、打印机、扫描仪、操作系统、中间件、通信线路、企业网络服务器以及企业生产和管理过程中所涉及到的一切文件、资料、图表和数据等。这些用于管理的关键资源,可以归为哪四类?
【问题 3】 (6 分)
IT 系统管理的通用体系架构,可以分为哪三个部分?请简要说明。
【问题 4】 (3 分)
系统管理预算可以帮助 IT 部门在提供服务的同时加强成本/收益分析,提高 IT 投资效益。企业 IT 预算大致可以分为三个方面:技术成本、服务成本和组织成本的预算,而且每项成本所包括的具体内容也不相同。图 5.1 的左边为三项成本,右边为三项成本的具体项目。请按图 5.1中的示范,用箭线表示他们的对应关系。

2 The directors of Vident, a public limited company, are reviewing the impact of IFRS2 ‘Share-based Payment’ on the
financial statements for the year ended 31 May 2005 as they wish to adopt the IFRS early. However, the directors of
Vident are unhappy about having to apply the standard and have put forward the following arguments as to why they
should not recognise an expense for share-based payments:
i. they feel that share options have no cost to their company and, therefore, there should be no expense charged
in the income statement.
ii. they do not feel that the expense arising from share options under IFRS2 actually meets the definition of an
expense under the ‘Framework’ document.
iii. the directors are worried about the dual impact of the IFRS on earnings per share, as an expense is shown in
the income statement and the impact of share options is recognised in the diluted earnings per share calculation.
iv. they feel that accounting for share-based payment may have an adverse effect on their company and may
discourage it from introducing new share option plans.
The following share option schemes were in existence at 31 May 2005:
The price of the company’s shares at 31 May 2005 is $12 per share and at 31 May 2004 was $12·50 per share.
The performance conditions which apply to the exercise of executive share options are as follows:
Performance Condition A
The share options do not vest if the growth in the company’s earnings per share (EpS) for the year is less than 4%.
The rate of growth of EpS was 4·5% (2003), 4·1% (2004), 4·2% (2005). The directors must still work for the
company on the vesting date.
Performance Condition B
The share options do not vest until the share price has increased from its value of $12·50 at the grant date (1 June
2004) to above $13·50. The director must still work for the company on the vesting date.
No directors have left the company since the issue of the share options and none are expected to leave before June
2007. The shares vest and can be exercised on the first day of the due month.
The directors are unsure as to whether the share options granted to Van Heflin on 1 June 2002 should be accounted
for using IFRS2 as they were granted prior to the publication of the original Exposure Draft (7 November 2002).
Additionally the directors are also uncertain about the deferred tax implications of adopting IFRS2. Vident operates in
a country where a tax allowance will not arise until the options are exercised and the tax allowance will be based on
the option’s intrinsic value at the exercise date.
Assume a tax rate of 30%.
Required:
Draft a report to the directors of Vident setting out:
(a) the reasons why share-based payments should be recognised in financial statements and why the directors’
arguments are unacceptable; (9 marks)

有经营所得的事业单位应就其所得依法缴纳企业所得税。()

凡生产性外商投资企业均可享受"免二减三"的所得税优惠。 ()

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