In a narrow sense, enterprise restructuring refers to optimizing the asset structure, debt structure and property right structure of enterprises by means of asset restructuring, debt restructuring and property right restructuring with the goal of maintaining and increasing capital, making full use of existing resources and realizing the optimal allocation of resources.
To put it simply, it is the merger and reorganization of various production factors between listed companies, and the implementation of complementary advantages will do more harm than good. Through the reorganization of various production and operation activities and management organizations within the enterprise, and by obtaining various resources and professional knowledge needed for enterprise development from outside the enterprise, the core competitiveness of the enterprise can be cultivated and enhanced.
So what is the process and how long does it take for listed companies to merge and reorganize?
The first stage-the preparatory stage of reorganization
1. Publicity policies-mainly including: explaining the significance of reform and the difficulties faced by enterprises; Supporting policy environment, proposed restructuring methods and future development prospects of enterprises.
2, "three clean-ups"-a comprehensive and serious clean-up of enterprise assets, debts and employee labor relations.
3. Introduce enterprises and screen investors-introduce enterprises to domestic and foreign investors. At present, with the introduction of investors, more and more enterprises are undergoing restructuring. The department in charge of the enterprise or intermediary agency may come forward to introduce the enterprise to investors who may be interested in participating in the restructuring through the media, property rights trading centers and industry relations.
4, determine the direction of restructuring-accurate positioning for enterprise restructuring.
5. Improve the workers' congress —— Improve the workers' congress in accordance with the Regulations on the Workers' Congress of Industrial Enterprises Owned by the Whole People and other legal norms.
6. Formulate a restructuring plan-the restructuring of state-owned enterprises must first formulate a restructuring plan.
7. Declare the reorganization plan-submit the reorganization plan and relevant supporting documents to the relevant competent authorities according to local and municipal regulations for project approval (or filing).
The second stage-the start-up stage mainly includes four tasks.
1, determine the progress-that is, determine the time schedule, steps and tasks of each stage of enterprise restructuring.
2, assets and asset evaluation-that is, check the assets of enterprises, verify the funds of enterprises, and find out the "family" of enterprises.
3. Prepare to submit the audit documents issued by relevant departments.
4. Determine the reorganization mode and bottom line.
The third stage-the implementation stage
1. The implementation plan of restructuring is based on the approved enterprise restructuring plan.
2. Declare the reorganization plan
In accordance with the decision-making procedures of each region, the reform implementation plan and related documents shall be declared to the examination and approval departments at all levels respectively. Before the declaration, the enterprises and intermediaries that make the plan should take the initiative to communicate with the competent leaders and departments and sign opinions.
3. Approval of reorganization plan
Led by the competent government, coordinated by the state-owned assets supervision department, and approved by the relevant functional departments.
4. Property right transaction
5. After the enterprise restructuring plan with capital injected by investors is approved, the transferee shall pay the transfer price of state-owned property rights in one lump sum or in installments as agreed by both parties and deposit it in the special account designated by the state-owned assets supervision department.
6. The main body responsible for dealing with the reform of the labor relations of the former employees should pay the economic compensation for the termination of the labor relations of the former employees in accordance with the employee resettlement plan approved by the labor and social security department, repay the internal debts of the employees, and timely continue the social insurance relations such as pension, unemployment and medical care for the employees, and safeguard the legitimate rights and interests of the employees according to law.
The fourth stage-the closing stage
1. Procedures for termination of the original enterprise-The competent department of the enterprise, the asset management company and the state-owned assets supervision department are responsible for supervising the restructured enterprise to go through the formalities of cancellation of property rights and change of registration with the state-owned assets supervision department and the industrial and commercial department.
2. Handling relevant formalities —— The restructured enterprise holds the approval documents and goes to the relevant departments to handle the transfer of property rights, land renaming and related liquidation and delivery procedures.
3. Listing of new enterprises-After the restructuring, the enterprises go through the relevant procedures such as industrial and commercial registration and tax registration, and are officially listed.
4. Unfinished matters-the trustee and retirees implement the management department, allocate relevant expenses in place, and properly handle all kinds of remaining problems in accordance with relevant regulations.
How to reorganize the assets of listed companies?
1, acquisition and merger. In China, M&A mainly refers to the acquisition of shares or assets of other enterprises by listed companies, merger of other enterprises, or directional share expansion and merger of other enterprises. Merger and acquisition is the most widely used way in asset reorganization of listed companies in China.
2. Equity transfer. Equity transfer is another important way of assets reorganization of listed companies. In China, equity transfer mainly refers to the bulk equity transfer of listed companies, including paid equity transfer, secondary market acquisition, administrative free transfer and controlling shareholder acquisition. After the transfer of large shares of listed companies, the shareholders, even the board of directors and managers of the company generally changed, thus introducing new management methods, adjusting the original company's business and improving the company's management and business.
3. divestiture of assets and sale of own shares. It is an important way for listed companies to restructure their assets. It mainly refers to the behavior that listed companies sell part of themselves to the target company and get benefits from it. As a powerful measure to reduce the operating burden and change the operating direction of listed companies, divestiture or sale of owned shares is often adopted. In China's listed companies, a considerable number of enterprises have not been completely restructured at the initial stage of listing, and there are a large number of non-operating assets, which has laid the foundation for future asset divestiture activities.
4. Asset replacement. It is one of the important ways of assets reorganization of listed companies. In China, asset replacement mainly refers to the behavior that the controlling shareholder of a listed company replaces the dull assets of the listed company with high-quality assets or cash, or replaces the non-main business assets with the main business assets. Asset replacement is considered to be the fastest and most obvious way of asset reorganization and is often used. Asset replacement behavior of listed companies is very common.
The merger and reorganization of listed companies is a kind of resource reorganization involving two parties or even many parties. The reorganization process needs to be submitted to the supervision department of listed companies of China Securities Regulatory Commission for review and profit approval.