The reform of state-owned enterprises is bound to be accompanied by large-scale asset restructuring. Since 1984, the reform of state-owned enterprises has developed from decentralization and profit-making, management contract responsibility system to a new stage of establishing a modern enterprise system. The process of establishing modern enterprise system in state-owned enterprises is the process of corporate reform and reorganization of state-owned enterprises, which is essentially the process of asset reorganization. Whether state-owned enterprises are reorganized into listed joint-stock companies or limited liability companies, it is inevitable to divest and reorganize the assets of the original enterprises.
After several years of trial, four effective modes of assets reorganization of listed enterprises have been explored. These four modes are:
First, the overall restructuring model. The overall reorganization mode refers to the reorganization of enterprises with overall assets, and the relatively small non-operating assets are not stripped and reorganized to form a new legal entity, and the original enterprise is dissolved. This model is generally suitable for new enterprises or enterprises with less "social phenomena". Using this model, enterprises do not need to divest assets, with few parallel transactions, relatively simple restructuring process and short restructuring time; However, the biggest drawback of the overall restructuring model is that enterprises can't divest assets that don't produce benefits or have low benefits, and they can't cut redundant staff and go into battle lightly. There may still be potential loss of state-owned assets.
Second, the overall reconstruction of the separation mode. The overall reorganization and separation mode is the most common mode of listed companies, and there are two main forms. Including the "one split into two" reorganization mode (the original enterprise is dissolved), that is, the original enterprise has been divided into two or more legal persons after reorganization, and the original legal person dies, but the new legal person is still owned by the original owner. The other is the main body reorganization mode (the original enterprise legal person reservation type). This type takes out the production and operation assets from the original enterprise reorganization to carry out joint-stock reform and become a listed company; The remaining unproductive assets are wholly-owned subsidiaries of the restructured holding company.
The "one split into two" reorganization mode refers to the separation of the professional production and operation management system of the reorganized enterprise from other departments of the original enterprise. The disadvantage of this model is that it is usually difficult and coordinated to compare and judge whether some departments are divested because of the need for divestiture, which increases the difficulty of reorganization and lengthens the time of reorganization. Various divestitures show that most employees are unwilling to go to unlisted parts, which is easy to cause conflicts among employees; Although it is "divided into two", there will be related transactions between listed companies and unlisted parts in many aspects such as products and services. These related party transactions are complicated to handle, which may affect the rights and interests of other shareholders and the information disclosure of listed companies.
Generally speaking, if the state-owned enterprises "run the society by enterprises" have more contents and lower benefits, or if there are more auxiliary production systems and lower benefits, or if there are more assets in the production systems of enterprises and lower benefits, they can choose the "one divided into two" reorganization and listing mode. Because if a large number of assets with low profitability or even losses are included in a joint stock limited company, it will lead to a very low net asset profit rate, extremely low after-tax profit per share, and unattractive listing financing. It may also lead to an artificial reduction in the number of assets in asset evaluation and an artificial loss of state-owned assets.
The main body reorganization mode refers to the reorganization mode that the professional production and operation system of the reorganized enterprise is reorganized into a joint stock limited company, the original enterprise becomes a holding company, and the original professional production and operation system is reorganized into a wholly-owned subsidiary (or other forms) of the holding company. The key difference between this model and the "split into two" reorganization and listing is that the original enterprise retains its legal person status and becomes a holding company.
In addition to the basic advantages of "split into two" reorganization and listing, the main reorganization mode is beneficial for enterprises to take the interests of the whole group as the starting point, and some contradictions between listed companies and unlisted companies can be coordinated within the group: it is beneficial for listed companies to restructure their debts, transfer certain liabilities to holding companies, or implement asset conversion with holding companies, so as to obtain good profitability, maintain the qualification of allotment and obtain higher allotment price. Otherwise, it will be a great waste of resources if the listed companies lose the qualification of rights issue financing or withdraw from the market because of their unsatisfactory performance. However, it can not be ignored that because the management of group companies and listed companies overlap each other, the operators have no pressure from investors and lack effective supervision; The related party transactions involved are more complicated than those in the "split into two" reorganization listing model, and the information after listing will be more complicated and troublesome; The listed part may lack the motivation of marketization under the "deep father love" of the holding company.
Third, build a new aggregation and reorganization model. Refers to the reorganization of an enterprise with a certain proportion of assets and business and the establishment of a legal entity. This model is mainly suitable for group enterprises, in which the boundaries between productive enterprises and unproductive enterprises are clear.
The new mode of aggregation and reorganization refers to the reorganization mode of re-establishing a joint stock limited company in the group company and its subsidiaries, adjusting the internal asset structure of the group, and gathering appropriate assets (mainly subsidiaries, branches and other subsidiaries) in the new joint stock company according to certain principles, and then increasing capital and shares, issuing stocks and listing. In this model, the main body of reorganization is mostly large enterprise groups across industries, regions and departments, and the object of reorganization is subordinate enterprises with certain relevance (if they belong to the same industry), and the newly established joint-stock company becomes a holding company with professional management.
The new aggregation and reorganization mode involves the adjustment of assets structure within the group, which is not difficult and takes a long time, and can overcome the contradiction that the group company is too big and its subordinate enterprises are too small. The joint-stock company has a reasonable structure and moderate scale, which enhances the management and control ability of the group company; The reorganization and listing of the newly established joint-stock company has become the organizational carrier for the whole group company to absorb social funds, opening up new financing channels and enabling the group to control large-scale asset flows with less capital investment.
Fourth, * * * is the same as the reorganization model. * * * The same reorganization mode refers to that a number of enterprises set up a new legal entity with part of their assets, business and financial claims, and one or two of them occupy a large share in the new entity. This model is rarely used in listed companies, but for non-listed companies, all types of enterprises can adopt it.
Thus, the reorganization of state-owned enterprises into listed companies, asset restructuring is an important content and one of the essential steps. Similarly, the reorganization of state-owned enterprises and limited liability companies also needs to reorganize the assets of the original enterprises in order to rationalize the asset structure of enterprises.
The reason why the shareholding system reform has become the easiest way to reorganize the assets of enterprises in China under the current conditions is that establishing a modern enterprise system is the direction of state-owned enterprise reform. Corporate restructuring of state-owned enterprises is an important part of deepening the reform of state-owned enterprises. Reorganize qualified enterprises as far as possible into limited liability companies or joint stock limited companies with multiple investors holding shares. For those companies that have been reorganized into wholly state-owned companies, through asset reorganization, new investors will be introduced to realize diversification of investment subjects. It can be seen that the modern enterprise system pilot will become the "highlight" of state-owned enterprise reform in the future. Accordingly, governments at all levels will formulate various measures and policies to promote the smooth progress of the pilot work. Compared with other asset reorganization methods, the shareholding system reorganization has fewer institutional and policy obstacles and is the easiest to operate. Of course, corporate restructuring is also bound by external conditions to some extent.
(2) Merger, merger, acquisition and reorganization
Merger and acquisition is an important form of asset reorganization in market economy. The meaning of merger refers to the reorganization of two or more companies through legal means, and only one company will retain its legal status after the reorganization. Merger means that after reorganization, the original company no longer retains its legal status, but forms a new company. Acquisition means that a company buys shares and assets of another company in the securities market with cash, bonds and stocks in order to gain control of the company, and the legal person status of the company does not disappear. Mergers and acquisitions of enterprises are often carried out at the same time, which is called mergers and acquisitions.
As an important lever of asset reorganization, enterprise merger and acquisition has the following functions: first, compared with the enterprise's own accumulation model, enterprise merger and acquisition can quickly realize production concentration and operation scale in a short time. Second, it is conducive to reducing excessive competition in industries that produce the same product. Third, compared with new enterprises, enterprise merger can reduce capital expenditure. Fourth, it is conducive to adjusting product structure, strengthening superior products, eliminating products with no future and no market, accelerating the formation of pillar industries and promoting industrial restructuring. The fifth is to optimize capital through debt restructuring and capital increase.
Due to the above functions, enterprise merger and acquisition has become an important form of adjusting and optimizing enterprise stock assets in the market economy. In this case, why can't enterprise merger and acquisition become an important form of enterprise assets reorganization in China? The reason is that M&A, as a complex economic behavior, has certain social and economic conditions, and the development and improvement of social and economic conditions in turn promote the development of M&A.. Therefore, whether the social and economic environment on which enterprise M&A depends is perfect or not restricts the development and growth of enterprise M&A mechanism. Socio-economic conditions on which M&A depends include:
First, a sound market system and mechanism, mainly including resource allocation, a sound market system and a sound market mechanism;
The second is a sound legal environment. The legal environment is an organic part of the socio-economic conditions of enterprise merger and acquisition. The marketization of enterprise merger and acquisition needs a perfect and orderly legal environment as a guarantee. Including company law, securities law, anti-monopoly law, social security law and so on;
The third is a good social security environment. Merger and acquisition of enterprises will inevitably bring about the problem of personnel placement, which requires a sound supporting social security system, otherwise, merger and acquisition of enterprises will be difficult. A complete social security system mainly includes: social insurance, social relief, social welfare, social preferential treatment, medical security system and so on. In addition, corporate mergers and acquisitions also need the support of government policies.
At present, China does not have the socio-economic conditions for the development of the above-mentioned enterprise mergers and acquisitions. China's market economy is not very developed, the market system and mechanism are not perfect, especially the capital market on which enterprise M&A depends is not perfect, the laws and regulations required by enterprise M&A are not perfect, and the social security system has not been fully established. It can be seen that the socio-economic conditions required for enterprise mergers and acquisitions are not available, which fundamentally restricts the development of enterprise mergers and acquisitions in China. Because of this, at present, the use of enterprises to merge and reorganize assets has encountered a series of obstacles, both institutional obstacles and policy obstacles (such as fiscal, taxation, finance, personnel and labor policies); There are both economic and non-economic factors (such as political security and social stability). These obstacles determine that enterprise merger and acquisition can not be the main way of asset reorganization in China at present.
However, M&A will flourish in the trough of the economic cycle. On February 9th, 2008, 65438, China Banking Regulatory Commission issued "Guidelines on M&A Loan Risk Management of Commercial Banks", which can be said to be an important means to help domestic enterprises cope with the impact of the current international financial crisis, adding another financial engine for maintaining growth, expanding domestic demand and restructuring. At present, many enterprises are struggling in the global financial tsunami and even on the verge of bankruptcy. At the same time, many enterprises that intend to expand through mergers and acquisitions are also anxious because of financial problems. The launch of M&A loan just provides them with financing channels. Asset reorganization and M&A are a way to improve the profitability of enterprises in a short time, and the profit expectation after reorganization and M&A will give the market unlimited imagination. 2009 is destined to be a year of merger and reorganization. The history of M&A in the world shows that the wave of large-scale M&A often rises before the economic recovery, and the monetary policies of various countries are infinitely close to zero interest rates, and the prices of assets and resources also provide an excellent historical opportunity for M&A. ..
(III) Bankruptcy and reorganization
Bankruptcy reorganization, in the broadest sense, includes enterprise bankruptcy and liquidation. Liquidation refers to declaring the company completely disintegrated according to law, selling all assets and paying off debts. Therefore, there will be asset reorganization in the way of enterprise elimination.
Bankruptcy is not only the closure and liquidation of enterprises, but also the reorganization and adjustment according to law. In a narrow sense, bankruptcy reorganization means that an enterprise can survive after financial reorganization according to law. Adjustment is a settlement reached by creditors and debtors out of court. It can be seen that restructuring and adjustment are insolvent enterprises and need to go bankrupt. After financial reorganization, capital structure reorganization, adjustment of leading group and transformation of production and operation plan, it was thoroughly remoulded. The functions of this bankruptcy reorganization and adjustment are:
First, it helps creditors avoid losses due to insolvency in bankruptcy liquidation;
Second, it helps employees to prevent a large number of unemployment caused by the dissolution of enterprises and the social shock it brings;
Third, it is beneficial for enterprises to avoid damaging their reputation due to bankruptcy.
Nevertheless, the liquidation form of bankruptcy is still the main form of bankruptcy, which promotes the flow, redistribution and reorganization of assets and plays a role in structural adjustment and supporting the superior and eliminating the inferior. In western developed capitalist countries, bankruptcy is a normal phenomenon of market economy, and hundreds of thousands of enterprises go bankrupt every year. However, under the conditions of underdeveloped market economy, imperfect bankruptcy mechanism and imperfect bankruptcy legislation in China, it is quite difficult for enterprises to go bankrupt, even more difficult than implementing enterprise merger. Because of this, the national policy encourages "more mergers and less bankruptcy".
The difficulties in the bankruptcy of state-owned enterprises mainly come from the following aspects:
First, it is difficult to straighten out enterprise property rights. The bankruptcy of state-owned enterprises involves who will approve the decision, who will apply, who will bear the economic risks and losses, and who will pay off. The relationship between state-owned property rights is very complicated, and it is still an urgent problem to be solved who will exercise ownership on behalf of the country.
Second, it is difficult to realize assets. At present, the economic conditions for realizing assets in China are not perfect, the auction industry has just started, and the intermediary institutions are not perfect, which leads to inconvenient and irregular auction of bankrupt assets.
Third, it is difficult to divert employees. Due to the imperfection of China's social security system, the placement of employees in the bankruptcy of state-owned enterprises has become a major problem and a key factor restricting the implementation of China's bankruptcy system. Fourth, the legal system is difficult to regulate. At present, the laws and regulations related to enterprise bankruptcy are still quite imperfect, and there are many aspects that cannot be followed, and some laws cannot be followed, so that they cannot replace laws. For example, the membership structure of the bankruptcy liquidation group of bankrupt enterprises, the determination of bankruptcy degree, the effective conditions of legal documents, and the form of documents are all very irregular, lacking legal protection for creditors, leaving a loophole for bankruptcy to evade debts. Due to the above factors, it is quite difficult for enterprises in China to go bankrupt.