According to the important instructions and spirit of the 18th CPC National Congress and the Third Plenary Session of the 18th CPC Central Committee on comprehensively deepening the reform of state-owned assets and state-owned enterprises, the mixed ownership economy in which state-owned capital, collective capital and non-public capital cross-hold shares and merge with each other is an important realization form of the basic economic system. Actively developing the mixed ownership economy is not only the inevitable trend and direction of comprehensively deepening the reform of state-owned enterprises in the future, but also an important measure to solve many practical difficulties faced by the current state-owned economy and state-owned enterprises.
In order to actively respond to and implement the important instructions and spirit of the reform of state-owned assets and state-owned enterprises, the Shandong Provincial Party Committee and the provincial government decided to take Shandong Iron and Steel Group as the pilot reform, and Shangang chose Zibo Zhanggang as the pilot breakthrough. Therefore, the success or failure of Zibo-Zhanggang mixed ownership reform is related to the reform decision of Shandong state-owned enterprises and has important reference significance for other state-owned enterprises in Shandong. As the only comprehensive international consulting organization in China focusing on the transformation of state-owned enterprises, Lun Jia Sino-American will lead Zibo Zhanggang to carry out the pilot reform of mixed ownership.
Second, a brief introduction of Zibo Zhang Gang
Zhangdian Iron and Steel Plant, built in 1958, is one of the 55 local key iron and steel enterprises built during the First Five-Year Plan period. 1997 Shandong hutian limestone mine and Shandong metallurgical machinery factory (trusteeship) merged to form Zhangdian iron and steel general factory; In 2006, in order to cooperate with the strategic plan of "Building the City by Environment" in Zibo, the overall relocation and reconstruction project was started, and the first phase of relocation was completed on 20 10. The new factory is located in Zibo Huantai Economic and Technological Development Zone, covering an area of about 2,400 mu. In 2008, Zhangdian Iron and Steel General Plant became a wholly-owned enterprise under Shangang Group.
At the end of 20 13, with the approval of the state-owned assets supervision and administration commission of Shandong province, the original "Zhangdian Iron and Steel General Factory" was transformed into "Zibo Zhanggang Co., Ltd. of Shandong Iron and Steel Group", and the industrial and commercial registration was completed on February 26th of the same year. As of 20 14, 12 and 3 1, Zibo Zhanggang has five wholly-owned subsidiaries, four holding subsidiaries, two shareholding subsidiaries and 1 entrusted management units, which is one of the key local iron and steel enterprises.
Third, the overall scheme design
3. 1 General idea of mixed ownership in Zhanggang, Zibo;
Scope of reform: Taking the main steel industry as the theme, Zibo Zhanggang's high-quality assets are selected to participate in this reform.
Reform and reorganization: through a series of reorganization of equity, assets and debts, we will build a unified reform platform, optimize the asset structure and resource allocation of enterprises, enhance the integrity of enterprise assets, reduce the asset-liability ratio of enterprises, and make the reformed enterprises go into battle lightly.
Diversification of property rights: introducing qualified external investors, enterprise managers, core technicians and business backbones in a combination of stock and increment, and actively exploring the development of mixed ownership economy.
Ownership structure: After the reform, the state-owned shares of Shangang Group (held by Zibo Zhanggang), managers, core technicians, business backbones and external investors account for 40%, 35% and 25% respectively.
Employee placement: Zibo Zhanggang terminates the labor contract with all employees on the job and pays economic compensation. After the reform, enterprises and employees re-signed labor contracts, and the working years of employees before and after the enterprise reform were recalculated; After the restructuring, the economic compensation is converted into employee equity or creditor's rights to the restructured company. For those who leave their posts, as well as those who leave their posts after retirement, Zibo Zhanggang is still responsible for unified management, and their personnel relations and treatment remain unchanged.
3.2 Reform and restructuring arrangements
3.2. 1 equity restructuring
Zibo Zhanggang increased its capital by investing in Oriental Star City, and changed Oriental Star City into a subsidiary of Zhanggang Steel, thus taking Zhanggang Steel, which is mainly engaged in steel industry, as a reform platform.
3.2. 1 Asset reorganization
3.2. 1. 1 land use right reorganization
It is planned to reorganize the land use right under the name of Zibo Zhanggang from Zibo Zhanggang to Zhanggang by means of capital contribution/transfer, and correspondingly increase the net assets of Zhanggang participating in the reform; After the reorganization, the land use right certificate was changed to the name of the restructured enterprise.
3.2. 1.2 Debt restructuring
In this reform, it is planned to restructure and divest 65.438+0.5-2.5 billion yuan (finally determined according to the audit evaluation value) from the 3.283 billion yuan loan issued by the capital center of Shangang Group to Zibo Zhanggang.
3.2. 1.3 Adjustment of net assets
Finally, determine the net asset value of Zibo Zhanggang's state-funded part of the restructured company; The preliminary estimate should be between 300 million yuan and 600 million yuan, and the final result will be subject to the special audit evaluation of reform.
Considering the length of this article, the ownership structure and the specific scheme of employee placement, I won't elaborate here.
Four. Project Harvest In my follow-up to the reform project of mixed ownership in Zhanggang, under the guidance of General Manager Liu and General Manager Pan, I felt a lot and gained a lot. Considering that the old state-owned enterprises have been building factories for a long time, the personnel relationship is complicated, and there are many problems involving land, assets, debts, etc., I personally think that the implementation of reform projects focuses on ideas. Only by clearing the train of thought and clarifying the problems of the enterprise can the overall plan be targeted and recognized by many parties.
Then, what steps and methods do the specific reforms of state-owned enterprises generally follow?
First of all: set the main line. It is necessary to clarify the overall thinking. A good mixed ownership reform plan includes three important points: equity restructuring, asset restructuring and employee placement, among which asset restructuring is particularly important.
Second: grasp the details. According to the problems of equity, assets and employees, the key points of each block are excavated, and the corresponding problems and improvement methods are found.
Third, business relationship. Our project team has arranged the following relationships: focusing on understanding land and liabilities and verifying assets; Calculate the company's net assets and determine the equity; Do a good job in employee placement plan.
Finally, find a plan. The plan focuses on assets, equity and employee placement, but it also needs to formulate the company's future development strategy according to financial calculation. Considering that the reform of state-owned enterprises generally needs provincial approval, it is necessary to improve the significance of reform and reflect the foresight of leaders.
Because of the sensitivity of the reform of state-owned enterprises, only the middle and senior leaders such as human resources, finance and business management within the company know. Therefore, in the whole project promotion process, we don't do personnel interviews, and the project team focuses on two things: land and debt.
Aside from monopolistic state-owned enterprises, for state-owned enterprises with completely competitive markets, a large part of assets should be land. Therefore, the first important thing for the project team to stay in the factory is to find out the company's land situation. According to the audited financial statements provided by the company in the past three years, it is particularly important to know the name, land certificate number, area, nature and use of the parcel. It needs to be classified according to the nature and use of land. Generally speaking, it is necessary to focus on whether the land is transferred or allocated. Is it industrial land or residential land? If the land is leased, there is no need to pay the transfer fee if the use remains unchanged, but if the land is allocated, part of the transfer fee needs to be paid at the time of collection. For industrial land or residential land, the difference in land valuation is several times or dozens of times. After understanding the land situation, it is necessary to determine the value of the land according to the relevant policies of the local land and resources bureau and the surrounding land prices. At that time, the project team made an appraisal based on the land price in Zibo. According to the nature of the existing land, the valuation is about $500 million. According to the first restructuring of Zhanggang 20 13, the land appraisal price is 2.4 billion, and the land premium is1900 million. Finally, when calculating net assets, it can only be calculated according to the existing land value.
The debt situation is quite special. First, we need to know how much debt the company has now. Secondly, the nature of the specific debt; Finally, we need to pay attention to the amount of debt that can be transferred and divested. As far as the Zhanggang project is concerned, the debt under Zhanggang's name is 8.2 billion yuan, including 3.7 billion short-term loans and 320 million annual financial expenses. High annual financial expenses will devour the company's profits. And it is still in a period when steel is undervalued. In the case that the debts of Zibo Zhanggang are basically in Zhanggang, Zhanggang also wants to develop sustainably, which puts forward a considerable test. Considering the special situation of Zhang Gang. Therefore, the plan drawn up by the project team is to divest about 2.5 billion debts to Zibo Zhanggang, so as to reduce the operating pressure after the restructuring of Zhanggang.
After defining assets and liabilities, calculate the company's existing net assets, define the total net assets after the company's restructuring, and calculate the capital contribution of employees and external investors and their proportions according to the equity ratio, design increment and stock funds.
Verb (abbreviation of verb) summarizes many things involved in the reform of mixed ownership of state-owned enterprises, but as long as we grasp the main line, dig deep into the details, clarify the relationship and make a good strategic plan after the reform. I believe that the overall plan of state-owned enterprise reform should rely on Lun Jia's professionalism in China and the United States, plus good ideas and methods, and be recognized by the project team.