① After divestiture, listed companies will reduce the types of business (the main business is prominent);
(2) Assets with weak correlation are in a state of loss;
(3) Equity arrangements made to reduce related party transactions, such as acquisition of necessary related party equity;
(4) Equity arrangement to avoid horizontal competition;
(5) stock acquisition or new shareholders avoiding employee stock ownership;
⑥ Holding and shareholding arrangements among shareholders;
1. Do you need to refer to the major asset restructuring criteria when divesting sideline business?
Taking Lacarra's influence on the Growth Enterprise Market as an example, Lacarra said: In order to pay more attention to the main business of third-party payment, improve the quality of asset operation and protect the interests of shareholders, combined with the overall strategic layout of the company, value-added finance and other businesses were divested. Lacarra believes that divestiture does not constitute a major asset reorganization, because: "In 20 15, the target company accounted for 44.54%, 37.07%, 2 1.56% and -32.78% of Lacarra's total assets, net assets, total revenue and total profit, respectively, all of which did not exceed 50%. Therefore, this asset restructuring in Lacarra does not constitute a major asset restructuring, nor has it led to changes in the company's main business in the past three years. "
But this brings a new question, is the standard of major asset restructuring applicable to divestiture? Judging from its feedback, Lacarra belongs to it. However, Shanghai Yashi did not make such a comparison.
2. Is it necessary to evaluate and how to determine the price?
Personally, I think evaluation must be a better way, but if the following situations are involved, we can consider not pre-evaluating.
(1) The losses of previous years can be carried forward according to the investment cost;
(2) Long-term losses can be transferred symbolically at 1 yuan;
(3) If the time is earlier or the volume is extremely small, it can be transferred by reference to the net assets;
(4) The asset-based method is adopted to evaluate and confirm the investment gains or losses compared with the book value.
3. Related transactions that need to be disclosed during the reporting period.
See the prospectus of Shanghai Yashi:
These include:
Yashi Farm-Net assets (book value)-The reporting period started earlier.
Xuzhou China-Canada-Appraisal Value-Confirmation of Investment Income
Yashi Hedging-Appraisal Value-Confirmation of Investment Income
Yashi Real Estate-Appraisal Value-Confirmation of Investment Income
Work together to clear the source-investment amount
Chuangyi Technology-appraised value-transferred with reference to the price slightly lower than the appraised value-and the difference between the book value confirms the investment loss.
In addition to acquiring loss-making assets, Fengfeng Ye Zhi also transferred and divested its "bad" assets. China Youth Network found that Liuye Lake in Changde was founded by Fengfeng Tourism Investment, a wholly-owned subsidiary of Fengfeng Ye Zhi. The predecessor of Fengfeng Travel Investment, Fengfeng Guozhi, holds 60% of the shares. 20 1 1, Fengfeng Guozhi transferred all the shares of Changde Liuyehu to Changde Liuyehu Tourism and Holiday Development Corporation, the second largest shareholder. The result of this transfer greatly improved the financial report of Fengfeng Ye Zhi after 20 1 1. According to its prospectus, Changde Liuyehu achieved a net profit loss of 2.231.8 million yuan in 20 10, and the peak-peak Ye Zhi reached 26.65% in the same period.
The feedback questions are as follows: During the reporting period, the issuer sold the equity of five companies and cancelled 65,438+0 companies. Please additionally disclose the reasons for transferring the equity of the above-mentioned subsidiary, the transferee, whether there is any relationship or other interest arrangement with the controlling shareholder, actual controller Dong, other core personnel, issuer customers and suppliers, the basis for determining the transaction price and the payment of the transaction price, and explain the changes in the main business of the above-mentioned transferred company since its establishment, its current existence, assets and profits in each period of the reporting period. Whether there are any capital exchanges and transactions with the issuer and related parties before and after the transfer, please additionally disclose whether there are any major violations of laws and regulations during the existence of Peak Landscape, whether the cancellation procedures are legal and compliant, asset disposal and personnel placement. Please sponsor institutions and lawyers to express their verification opinions.
In Fengfeng Ye Zhi's prospectus, the matter is disclosed as follows:
During the reporting period, the company transferred the equity of five subsidiaries and cancelled 65,438+0 subsidiaries. The basic information is as follows:
Among them, Changde Liuyehu was transferred to its minority shareholder, who lost money in the previous year, and the transfer price was less than the investment cost; Peak vision was transferred to an unrelated third party, Yi Shanxi. Due to the long-term loss of Peak Vision, the consideration for this equity transfer is the nominal amount of 65,438+0 yuan; Ye Zhi Consulting is transferred to an unrelated third party Tianying at the investment cost; Guo Zhijingyuan was transferred to unrelated third parties Tian Ying and Zhao Haiying at the investment cost. ...
According to the disclosed financial statements of these divested companies, the total profit of the previous year was negative, so there was no unfair transfer price, and the transferee was an unrelated natural person, so it was not disclosed in the related party transactions chapter.