The narrow sense of asset reorganization only refers to the division and reorganization of enterprise assets and liabilities, while the broad sense of asset reorganization also includes the establishment and reorganization of enterprise institutions and personnel, and the adjustment of business institutions and management systems. At present, asset reorganization generally refers to asset reorganization in a broad sense. A listed company or a company controlled by it purchases or sells assets that meet one of the following criteria, which constitutes a major asset reorganization:
1. The total assets purchased and sold account for more than 50% of the total assets of the listed company at the end of the audited consolidated financial accounting report in the latest fiscal year;
2. The operating income generated from the purchase and sale of assets in the latest fiscal year accounts for more than 50% of the operating income of the audited consolidated financial accounting report of the listed company in the same period;
3. The net assets purchased and sold account for more than 50% of the net assets of the listed company at the end of the audited consolidated financial accounting report in the latest fiscal year, and exceed 50 million yuan.
Definition of enterprise reorganization:
Enterprise reorganization refers to the transaction in which the legal structure or economic structure of an enterprise has undergone major changes outside its daily business activities, including the change of enterprise legal form, debt restructuring, equity acquisition, asset acquisition, merger and division, etc.
To sum up, the purpose of enterprise restructuring is to improve enterprise management and promote enterprise innovation.
Legal basis:
Article 172nd of the Company Law of People's Republic of China (PRC)
Company merger can adopt absorption merger or new merger. A company absorbs other companies for merger, and the absorbed company is dissolved. The merger of two or more companies to form a new company is a new merger, and the parties to the merger are dissolved.
Article 173
When a company is merged, all parties to the merger shall sign a merger agreement and prepare a balance sheet and a list of assets. The company shall notify the creditors within 10 days from the date of making the merger resolution and make an announcement in the newspaper within 30 days. Creditors may, within 30 days from the date of receiving the notice, or within 45 days from the date of announcement if they have not received the notice, require the company to pay off debts or provide corresponding guarantees.