Merger and reorganization is an important way to invigorate the assets of enterprises and state-owned enterprises. At present, M&A financing of enterprises in China mostly adopts cash acquisition or equity acquisition. With the sharp increase in the number of mergers and acquisitions and the increase in the amount of mergers and acquisitions, the existing financing methods for mergers and acquisitions are far from enough. Broadening new financing channels for mergers and acquisitions is one of the keys to promoting the reform of state-owned enterprises. M&A refers to the merger of two or more companies, the establishment of a new company or mutual equity participation. Often it means the same thing as mergers and acquisitions in a broad sense. Generally speaking, it refers to the property right transaction activities carried out by enterprises under the role of market mechanism in order to obtain the control rights of other enterprises. Merger and acquisition will fundamentally change the company's asset value, ownership structure and governance structure, which is an important factor in the value change of listed companies. Merger and reorganization is an important way to invigorate enterprises and revitalize the assets of state-owned enterprises. At present, M&A financing of enterprises in China mostly adopts cash acquisition or equity acquisition. With the sharp increase in the number of mergers and acquisitions and the increase in the amount of mergers and acquisitions, the existing financing methods for mergers and acquisitions are far from enough. Broadening new financing channels for mergers and acquisitions is one of the keys to promoting the reform of state-owned enterprises. Asset reorganization and M&A often interact with each other, which is also a common way of post-acquisition reorganization, or first reorganization, then merger and reorganization in capital operation.
Restructuring can be divided into asset restructuring and debt restructuring, internal restructuring and external restructuring:
When the scale of the enterprise is too large, resulting in low efficiency and poor efficiency, in this case, the enterprise should divest some businesses with losses or mismatched costs and benefits; When the scale of the enterprise is too small and the business is single, which leads to greater risks, it should enter new business areas through mergers and acquisitions in a timely manner, carry out diversified operations and reduce the overall risks.
Legal basis:
Measures for the Administration of Major Asset Restructuring of Listed Companies Article 2 These Measures shall apply to the asset transactions of listed companies and the companies controlled or controlled by them (hereinafter referred to as major asset restructuring) when they purchase or sell assets outside their daily business activities or conduct asset transactions in other ways to reach a prescribed proportion, resulting in major changes in the main business, assets and income of listed companies.
A listed company shall issue shares to purchase assets in accordance with the provisions of these Measures.
These Measures shall not apply to listed companies that use the raised funds to purchase assets and invest abroad according to the purpose of the raised funds disclosed in the securities issuance documents approved by China Securities Regulatory Commission (hereinafter referred to as China Securities Regulatory Commission).
Company Law of the People's Republic of China
Article 172 The merger of companies may take the form of 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.
Derivative problem:
What's the difference between merger and acquisition?
The differences between corporate mergers and acquisitions are: 1, and acquisition is one of the manifestations of mergers and acquisitions; 2. The acquirer and the acquiree are both legal entities before and after the acquisition, but the legal status of legal entities disappeared before the acquisition. M&A refers to all kinds of property rights transactions involving the transfer of control rights of the target company, and acquisition is one of its manifestations. Acquisition means that an enterprise obtains the control and management right of the net assets of the purchased party through purchase and securities trading.