How to ensure "clean shell" acquisition?

The acquisition of listed companies and asset restructuring are interrelated, and the acquisition behavior is often accompanied by major asset restructuring, and the transfer of control rights is the premise of asset restructuring (in practice, assets are subscribed at the same time by means of private placement). Due to the injection of new business assets, reorganizers generally need to buy a clean shell. How to deal with the original assets and liabilities of listed companies and make them "zero assets and zero liabilities" is a common problem in the acquisition and reorganization of listed companies. Financial advisers should analyze the specific composition of assets and liabilities in the company's financial statements according to the operating conditions and reorganization requirements of listed companies, and put forward solutions for different assets and liabilities. No matter how to dispose of it, it is necessary to transfer the existing business (assets and liabilities). Restructuring generally involves the sale of major assets, so how to design and arrange the sale of assets? In practice, it is often necessary to create or introduce a trading entity as the acquirer of assets (the undertaker of liabilities). According to different cases, the design method and function of the transaction subject are different. The following case illustrates it. In Yuemeiya's major asset restructuring case, in order to acquire the original assets of listed companies, Yuemeiya introduced a new transaction subject-Heshan Xinfa Trading Co., Ltd. (Xinfa Trading) as the object of asset sale. The major shareholders of Xinfa Trade and Yuemeiya are Guangxin Textile. Xinfa Trade was established on June 5438+February 65438+February 2007 with a registered capital of 500,000 yuan, which was used exclusively for this transaction. The book value of assets sold by Yuemeiya to Xinfa Trading totaled 335,307,900 yuan, the adjusted book value totaled 335,307,900 yuan, and the appraised value totaled 530,654,380 yuan+064,600 yuan; The total book value of transferred liabilities is 430,353,400 yuan, the total assessed value is 428,558,900 yuan, and the assessed value-added is-65,438+0,794,600 yuan. By introducing new transactions, the original assets and liabilities of listed companies will be transferred out to prepare for the injection of new assets and businesses. In this transaction, Xinfa Trade needs to pay Yuemeiya 1.0 1 100 million yuan for asset purchase, and at the same time bear 429 million yuan in liabilities, while Xinfa Trade is only a trading company established less than two years, with a registered capital of 500,000 yuan, which definitely does not have this ability, and it needs to make supporting transaction arrangements, otherwise creditors will definitely not agree to the debt transfer, and listed companies will not allow affiliated enterprises to occupy resources. The whole restructuring transaction can't be realized. The solution is that Guangxin Textile, the controlling shareholder, is the guarantor of the above transaction, and Guangxin Textile undertakes the guarantee responsibility for Xinfa Trade according to the agreement, so as to ensure that Xinfa Trade can purchase assets and bear liabilities. According to the asset sale agreement, Guangxin Textile agreed to directly remit the asset purchase money to Yuemeiya account on behalf of Xinfa Trade within 10 days from the effective date of the agreement. Guangxin Textile shall be jointly and severally liable for the debts and contingent debts paid off by Xinfa Trade; Guangxin Textile Co., Ltd. also agreed to give up the right of recourse to Yuemeiya after assuming joint and several repayment responsibilities. At the same time, Guangxin Textile promises to be jointly and severally liable 1 for the following debts that can't be paid off in Xinmao, and all existing or future lawsuits, arbitrations, enforcement cases or government investigation or punishment cases caused by Yuemeiya before the delivery date, as well as compensation, fines, liquidated damages, late fees, interest, legal fees, arbitration fees, litigation preservation fees, enforcement fees or any other expenses that may need to be paid. 2. Any contract/agreement or other creditor's rights and debts existing in Yuemeiya before the delivery date shall be fulfilled by Xinfa Company after the delivery date and the corresponding expenses shall be paid. 3. The relevant taxes and fees arising from the performance of this asset divestiture shall be borne and paid by Xinfa Company. 4. Xinfa Company shall be responsible for paying off the contingent debts that Yuemeiya did not find in this divestiture. 5. The Company agrees to give up the right of recourse against Yuemeiya after assuming the above liquidation responsibilities. 6. For economic, administrative, infringement and other litigation disputes that have occurred before the delivery date or may occur in the future, including but not limited to all litigation, arbitration, enforcement cases or government investigation or punishment cases, the compensation, fines, liquidated damages, late fees, interest, legal fees, arbitration fees, litigation preservation fees, enforcement fees or any other expenses that need to be paid shall be borne by Xinfa Company, and the company shall be jointly liable for repayment. Lanbao Information In the case of major asset restructuring of Lanbao Information, Changchun Gaoxin Optoelectronics Development Co., Ltd. (Gaoxin Optoelectronics), as an asset acquirer, acquired assets from listed companies. When Gaoxin Optoelectronics was established, its registered capital was 500,000 yuan. From June 5438 to/kloc-0 to October 22, 2008, the SASAC of Changchun High-tech Industrial Development Zone increased the capital of Gaoxin Optoelectronics by 40 million yuan, and the registered capital of the company was changed to 40.5 million yuan. Gaoxin Optoelectronics holds 44,374,779 shares of Lanbao Information, accounting for 65,438+04.35% of the company's total share capital, and is the largest shareholder of Lanbao Information. As of the appraisal benchmark date, the book value of total assets of Lanbao Information is 220,406,800 yuan, the adjusted book value is 220,406,800 yuan, the appraised value is 297,274,400 yuan, and the appraised value is 76,867,600 yuan, with an appreciation rate of 34.88%. The book value of liabilities is 252,763,900 yuan, the adjusted book value is 252,763,900 yuan, and the appraised value is 252,763,900 yuan. Lanbao Information sold all its assets to Gaoxin Optoelectronics, and Gaoxin Optoelectronics assumed all the debts. In addition to the liabilities included in the asset appraisal report, Hi-Tech Optoelectronics also needs to bear all off-balance-sheet debts, external guarantees and other contingent liabilities that were not listed in the asset appraisal report before May 3, 2008, but were actually undertaken by Lanbao Information based on the existing facts and conditions; Except for the assets in the above-mentioned assets appraisal report, all the recourse rights of Lanbao Information to the principal debtor due to its actual guarantee responsibility are transferred to Gaoxin Optoelectronics. So that the listed company becomes a clean shell. Chaohua Technology Chaohua Technology is the first listed company in the west to complete the reorganization by bankruptcy reorganization. In the process of restructuring, a brand-new entity-Chongqing Fuling Haojiang Trading Co., Ltd. (Haojiang Company) was introduced as the undertaker of debt stripping. The registered capital of the company is RMB 6,543,800+0,000 yuan, and all the property of Chaohua Technology is acquired by debt. After the acquisition of debt-paying assets is completed, the creditor claims the rights from Haojiang Company according to the remaining amount of creditor's rights, and resumes the interest. Haojiang Company undertakes the debt with all its assets (including the original assets of Chaohua Technology acquired through the acquisition of debt-paying assets). Haojiang Company was established to let the creditors' meeting vote on the reorganization plan. There are no creditor's rights and debts, and the net assets are 6,543,800 yuan. Therefore, its ability to bear debts is not worse than that of Chaohua Technology, nor does it harm creditors. From the above case analysis, asset sale is the key link to ensure "clean shell" acquisition and complete asset reorganization. Generally, it is necessary to introduce or even set up new trading entities as asset buyers and debt bearers. The main body of this transaction can be the original shareholder of the listed company and the subsidiary of the controlling shareholder of the listed company. Companies can be strong and have the ability to acquire non-performing assets of listed companies, or they can just be shell companies newly established for major asset restructuring, with short duration and limited strength, and need other companies to ensure their acquisition ability. According to different reorganization plans, the guarantor of the acquisition ability can be the shareholder of the listed company or the affiliated enterprise of the purchaser. Welcome to discuss your views with the author of glob Brand. Liu Qiuming, Ph.D. in accounting, has ten years of investment banking experience, is responsible for and participated in many IPOs and mergers and acquisitions, and is interested in various business models based on the capital market. He has published dozens of articles in financial media such as china securities journal, shanghai securities news, Securities Times, Securities Market Weekly, Capital Market and Financial Management, and professional journals such as Audit Research, Foreign Economy and Management, securities market herald, China Audit, China Internal Audit and China Certified Public Accountant. ) Enter Liu Qiuming's column