The main ways of capital operation include: capital expansion and capital contraction.
First, the expansion of capital operation mode
Capital expansion refers to expanding the capital scale of enterprises through internal accumulation, additional investment and absorption of external resources under the existing capital structure, that is, mergers and acquisitions. According to the different trajectory of property rights, capital expansion can be divided into three types:
1. Horizontal capital expansion
Horizontal capital expansion refers to the property right transaction in which both parties belong to the same industry or department and have the same or similar products in order to realize scale operation. Horizontal capital expansion not only reduces the number of competitors and enhances the dominant position of enterprises in the market, but also improves the structure of the industry and solves the contradiction between the limited market and the continuous expansion of the overall production capacity of the industry.
For example, the expansion of Tsingtao Brewery Group is a typical example of horizontal capital expansion. In recent years, Tsingtao Brewery Group Company has seized the opportunity of intensified competition in the domestic beer industry, and the benefits of a number of local beer production enterprises have declined. Local governments actively help enterprises find favorable opportunities for "big trees" to survive. According to the overall strategy and planning layout of the group company, with the goal of developing potential and regional market, they implemented low-cost expansion with mergers and acquisitions as the main way. In recent years, Tsingtao Brewery Group has spent 660 million yuan to acquire assets of 65.438+0.23 billion yuan and 6.5438+04 beer enterprises inside and outside the province. It not only expanded the market scale, increased the market share, and strengthened the strength of Tsingtao Brewery, but also drove a number of state-owned enterprises out of the predicament. In 2003, the production and sales volume of Tsingtao beer reached 2.6 million tons, ranking among the top ten beers in the world, and the total profit and tax also rose to the top of the same industry in China, initially achieving the goals of "big" and "strong".
2. Vertical capital expansion
The transaction between enterprises at different stages of production and operation or between enterprises with direct input-output relationship is called vertical capital expansion. Vertical capital expansion brings the key input-output relationship into its own control range, and improves the control of enterprises on the market by controlling raw materials, sales channels and users.
For example, Greencool Group is the third largest fluorine-free refrigerant supplier in the world, which is at the upstream of the refrigeration industry. The acquisition of downstream refrigerator enterprises is not only conducive to giving full play to its refrigeration technology advantages, but also directly facing a wider range of consumer groups. Since 2002, Greencool has successively acquired five enterprises and production lines including refrigerator giants such as Kelon and Meiling. Through this series of mergers and acquisitions. Greencool refrigerators have a production capacity of 9 million units, ranking second in the world and first in Asia, and have the foundation to build an international aircraft carrier for refrigeration appliances. Construction of vertical industrial chain of Greencool Group. Greatly improved their competitiveness and anti-risk ability.
3. Mixed capital expansion
The property right transaction between two or more enterprises that have no direct input-output relationship and technical and economic ties with each other is called mixed capital expansion. The expansion of mixed capital adapts to the requirements of the diversified business strategy of modern enterprise groups and spans the transactions between departments with close technical and economic ties. Its advantage lies in dispersing risks and improving the adaptability of the business environment.
For example, Midea Group, with assets of 654.38+005 billion, has always been a giant in the white goods industry in China, with sales of 654.38+075 billion yuan in 2003. In the course of 20 years' development, beauty has never deviated from the main line of home appliances. The professional route has made Midea's fans the largest in the country, and air conditioners, compressors, rice cookers and other products have reached the top three in the country. The huge scale has created obvious scale advantages. However, with the increasingly severe competition in the home appliance industry, Midea Group has become a realistic choice to enter other industries and cultivate new profit growth points. At the same time, Midea has accumulated the ability of diversification and capitalization in terms of capital, brand, market channels, management and talent advantages. After sizing up the situation, Midea decisively made a strategic decision to develop from a relatively single specialized operation to related diversification. In August 2003 and June 5438+00, Midea successively acquired Yunnan Bus and Hunan Sanxiang Bus, and formally entered the automobile industry. Shortly thereafter, it acquired Anhui Tianrun Group and entered the chemical industry. In the next few years, Midea will take home appliance manufacturing as the basic platform, rely on Midea's existing resource advantages, take internal restructuring and external mergers and acquisitions as means, and realize the pattern of multi-industry operation and development through the adjustment of existing industries and the expansion of new industries, so that Midea will eventually develop into a large-scale international comprehensive manufacturing enterprise with multi-products, cross-industries and core competitiveness and resource advantages in different fields.
Second, the shrinking of capital operation mode.
Contractive capital operation refers to the enterprise transferring some of its own assets, sub-capital operating companies, internal departments or branches to the outside of the company, thus reducing the company scale. It is the reorganization of the company's total scale or main business scope, and its fundamental purpose is to pursue the maximization of enterprise value and improve the operational efficiency of enterprises. Contractive capital operation is usually to abandon small-scale and small-contribution businesses and businesses that have little or no coordination with the company's core business, with the aim of supporting the development of core business. When part of the business shrinks. The resources originally supporting this part of the business will be transferred to the remaining key development businesses accordingly, so that the parent company can concentrate on developing its core business, which is conducive to the development of mainstream core business.
Contractive capital operation is the reverse operation of expansionary capital operation, and its main forms are:
1. divestiture
Asset divestiture refers to the sale of some assets belonging to an enterprise that are not suitable for the strategic objectives of enterprise development to a third party. These assets can be fixed assets, current assets or entire subsidiaries or branches. Asset divestiture is mainly applicable to the following situations: (1) The existence of non-performing assets makes the company's financial situation worse; (2) Some assets obviously interfere with the merger of other enterprises; (3) The industry competition is fierce, and the company urgently needs to shrink the industrial front.
For example, before China Life went public, a large number of assets were divested. In August 2003, the former China Life Insurance Company was divided into three parts: China Life Insurance (Group) Company, China Life Insurance Co., Ltd. and China Life Asset Management Company. More than 60 million old policies before 1999 were all allocated to the parent company-China Life Insurance (Group) Company, while about 20 million policies signed after 1999 were merged into the newly established joint-stock company in the form of capital injection. Through divestiture, the parent company, China Life Insurance (Group) Co., Ltd., has borne the spread loss of more than 654.38+07 billion yuan, but this paved the way for China Life Insurance Co., Ltd. to be listed in the United States and Hongkong in February 2003.
2. Division of the company
Company division means that the company distributes all the shares of subsidiaries to the shareholders of the parent company in proportion, thus separating the operation of subsidiaries from that of the parent company legally and organizationally. Through this capital operation mode, a new company with the same shareholder and equity structure as the parent company is formed. In the process of separation, there is no transfer of equity and control rights to the third party, and the value of the parent company has not actually changed, but the subsidiaries have the opportunity to face the market alone and have their own independent value judgments. Corporate separation can usually be divided into standard separation, share exchange separation and dissolution separation.
3. Split listing
It means that the parent company distributes its shares in the subsidiary company to the shareholders of the existing parent company in proportion, thus separating the operation of the subsidiary company from that of the parent company legally and organizationally. There are broad sense and narrow sense in splitting. Broadly speaking, spin-off includes that listed companies or unlisted companies separate some businesses from their parent companies and list them separately. In a narrow sense, spin-off refers to the separation of some businesses or subsidiaries of listed companies and their separate public offering. After the spin-off listing, the shareholders of the original parent company can enjoy the share of the net profit of the invested enterprise according to the shareholding ratio, although there is no change in the shareholding ratio and absolute shareholding number. And most importantly, after the successful spin-off of the subsidiary, the parent company will get excess investment income.
For example, in 2000, Lenovo Group implemented the largest strategic adjustment in history, splitting its core business and establishing new Lenovo Group and Digital China respectively. On 200 1 June1day, Digital China shares were listed in Hong Kong. The spin-off of Digital China from Lenovo can kill two birds with one stone. The spin-off not only solved the incentive mechanism problem at the business level, but also because Digital China went public independently. Great changes have taken place in the ownership structure of Lenovo Group and Digital China, and the incentive mechanism at the company level has been further solved.
4. Share repurchase
Share repurchase refers to the internal asset reorganization behavior of a joint stock limited company that purchases shares issued by the company's capital operation department through certain channels and reduces its share capital in a timely and reasonable manner. Through share repurchase, a joint stock limited company can achieve the purpose of reducing its share capital or changing its capital structure.
Share repurchases by joint-stock companies are generally based on the following reasons:
First, maintain the control of the company;
The second is to raise the stock market price and improve the company image;
The third is to improve the intrinsic value of stocks;
The fourth is to ensure the implementation of the stock subscription system for senior managers of the company;
Fifth, improve the company's capital structure.
Share repurchase, like share expansion, is a business strategy adopted by joint-stock companies in different stages of company development and different environments. Therefore, share repurchase depends on the joint-stock company's judgment on its own operating environment. Generally speaking, companies that are in a mature or declining period and have exceeded the operating requirements of a certain scale can choose share repurchase to shrink their business front or shift their investment focus and open up new profit growth points.
For example, 1999, Shenneng shares repurchased and cancelled 654.38 billion shares of state-owned legal person shares from Shenneng (Group) Co., Ltd., accounting for 37.98% of the total share capital, and * * * used 2,565.438 billion yuan. The shareholding ratio of state-owned legal person shares decreased from 80.25% to 68. 16%, and the corporate governance structure and decision-making mechanism of the company were further improved. After the repurchase, the company's performance increased from 0.306 yuan per share in 1998 to 0.508 yuan per share in 1999, and the earnings per share reached 0.933 yuan in 2000. This laid a good foundation for the long-term development of Shenneng, and further enhanced Shenneng's position as a blue chip in listed companies.