Second, the meaning of preferred stock
These stocks are common stock. However, in the real economic society, many shareholders are not interested in participating in the company's business decisions. They pay more attention to the economic benefits of shares, that is, the preservation and appreciation of assets. Based on the needs of these shareholders, the concept of preferred stock came into being.
Compared with ordinary shares, preferred shares have two basic characteristics: first, priority dividends and liquidation; Second, there is no right to vote at the shareholders' meeting, that is, not to participate in the company's business decisions. The so-called priority dividend means that the preferred stock gets the dividend in preference to the common stock according to a certain dividend rate (usually higher than the bank interest and corporate bond interest) on the premise that the enterprise is profitable. The so-called priority liquidation means that when an enterprise goes bankrupt or is dissolved, the preferred stock takes priority over the common stock for liquidation. Preferred shareholders can attend the shareholders' meeting as nonvoting delegates and review the company's business decision-making plan, financial report and various company documents, but they have no voting rights, so they cannot participate in the company's business decision-making. Obviously, from the perspective of maintaining and increasing the value of assets, preferred shares are less risky, safer and more stable in profit.
In addition to the above two basic characteristics, preferred shares can also have various flexible provisions. For example, in terms of priority dividends, in addition to the fixed dividend rate, floating dividends linked to corporate profits can also be set to ensure that preferred stocks get more benefits; Convertible preferred stock can be established, that is, under certain conditions, preferred stock can be converted into common stock; Preferred shareholders can serve as company supervisors, supervise the company's operation and management activities, and so on. It is precisely because of the flexible provisions of preferred shares that joint-stock companies in western countries have affirmed this form of shares and clearly stipulated it in their articles of association. We believe that the concept of preferred stock can be applied to the reorganization of medium-sized state-owned enterprises in China.
Third, the reorganization of state-owned preferred shares and state-owned medium-sized enterprises
As we said, a basic feature of medium-sized state-owned enterprises is that the scale of state-owned assets is relatively large. This determines that in the process of enterprise restructuring, enterprise employees can only buy part of the state-owned assets of the enterprise. So the question comes: what about the state-owned assets that the remaining employees can't buy out? Theoretically speaking, there are four ways to deal with the surplus state-owned assets of enterprises: state-owned assets are purchased by a third party other than the government and enterprise employees; Rental of state-owned assets; State-owned assets are converted into common shares; State-owned assets are converted into preferred shares. Let's analyze the first three reorganization methods one by one:
(1) State-owned assets are purchased by a third party other than the government and enterprise employees. This reform has two basic characteristics: first, state-owned assets can be withdrawn from enterprises quickly and completely; Second, the third party, that is, other units and individuals enter the enterprise. Its essence is to reorganize the enterprise and inject new vitality into the enterprise, which is a good choice. On the other hand, if the benefit of the enterprise is good, the leading group of the enterprise is United and forge ahead, and the employees of the enterprise are of one mind and one mind, then this way of restructuring is not appropriate, and it may lead to chaos and destroy the productivity of the enterprise.
(2) Lease of state-owned assets. Some tangible assets that are relatively independent in space, such as land, large buildings and expensive equipment. , you can leave the enterprise, and other assets of the enterprise are bought out by employees. After the enterprise completes the restructuring, the enterprise leases the divested assets from the government for operation. This is the lease reorganization. In the process of restructuring small state-owned enterprises in previous years, this method was more popular. But obviously, this kind of restructuring is not complete, and the separation of government from enterprise has not been fully realized. After the restructuring, the assets of enterprises have shrunk, the debt ratio has increased, and extra rent has to be paid, which is not conducive to the operation of enterprises.
(3) State-owned assets are converted into common stock. It is a common idea to convert the part of state-owned assets that enterprise employees can't buy out into common stock, which is managed by the State-owned Assets Administration Bureau, which is the so-called state holding. This is somewhat the same as the restructuring of large state-owned enterprises. However, if we admit that the restructuring of state-owned medium-sized enterprises is mainly liberalization, this restructuring method is not appropriate. There is a simple reason. The State-owned Assets Supervision and Administration Bureau was originally a government agency, but since it is the equity agent of state-owned common stock, it can legally intervene in the operation of enterprises. In this way, there is still no real separation between government and enterprises, and enterprise restructuring has lost its significance.
It can be seen that the above three reorganization methods are not ideal, and there are all defects and deficiencies in one way or another. Then, what is the restructuring method of converting state-owned assets into preferred shares? Careful analysis shows that this reorganization method can just overcome the defects and shortcomings of the above three reorganization methods:
First of all, it paves the way for medium-sized state-owned enterprises to transform into limited liability companies in the form of joint-stock cooperation. A basic equity feature of preferred stock is that it does not participate in enterprise management and has no decision-making power. The decision-making power of an enterprise is in the hands of ordinary shareholders. In the process of enterprise restructuring, enterprise managers and employees buy state-owned assets of enterprises and convert some state-owned assets that are difficult for them to buy out into preferred shares. In this way, after the enterprise reform, although the state-owned assets still exist in the enterprise, the state-owned equity has not participated in the operation and management. The management right of the enterprise is transferred to the employees who are common shareholders, so its essence is the joint-stock cooperation system. Compared with the first reorganization method mentioned above, this reorganization method does not need the participation of the third party, thus ensuring the smooth reorganization of enterprises and the stability of employees. It goes without saying that this is very important for a well-run enterprise.
Second, it will not lead to the reduction of enterprise assets and increase the burden on enterprises. Converting state-owned assets that are difficult for employees to buy out into preferred shares ensures that the asset scale of enterprises will not change due to restructuring, the debt ratio of enterprises will not increase, and the burden of enterprises will not increase, thus overcoming the disadvantages of leasing and restructuring.
Third, the separation of government from enterprises has been realized to the maximum extent. The equity agent in China is a joint-stock enterprise, and the State-owned Assets Administration Bureau is a government agency. However, since state-owned assets are converted into preferred shares and state-owned shares no longer participate in the operation and management of enterprises, the state-owned assets management bureau, the agent of state-owned shares, naturally cannot interfere with the legitimate operation and management activities of enterprises. This has well overcome the shortcomings of the above two or three ways of restructuring, and realized the separation of government from enterprises to the maximum extent.
Fourth, the purpose of maintaining and increasing the value of state-owned assets is achieved most effectively. Another basic feature of preferred stock is giving priority to dividends and giving priority to liquidation when the enterprise goes bankrupt. In other words, compared with common stock, preferred stock has less risk and stable profit. Therefore, if the state-owned assets are converted into preferred shares, the purpose of maintaining and increasing the value of state-owned assets can be achieved more effectively than converting them into common shares.
In addition, due to the flexible provisions of the preferred stock itself, various flexible provisions can also be set when state-owned assets are converted into preferred stocks. For example, the state-owned equity can be set as a supervisory organization, and the state-owned equity agent can act as a supervisor of the enterprise to supervise (but not participate in) the business activities of the enterprise to ensure that the state-owned assets are not lost; Floating dividends can be set to ensure more effective appreciation of state-owned assets; We can set up a mechanism to convert preferred shares into common shares, and convert state-owned preferred shares into state-owned common shares under certain circumstances (such as enterprise restructuring), and so on.
It can be seen that converting some state-owned assets that are difficult for employees to buy out into preferred shares can solve many problems in the process of restructuring medium-sized state-owned enterprises and make the restructuring of enterprises go smoothly. It can be considered that under the current situation, this is a better way to transform medium-sized state-owned enterprises.
Four. Related specific business problems
At present, the current company law does not stipulate preferred shares. Therefore, the conversion of state-owned assets into preferred shares should be determined and regulated by the company's articles of association. Generally speaking, the specific operation steps should be as follows: First, assets and capital verification, to determine the total assets and liabilities of enterprises, so as to determine the net assets of enterprises, that is, owners' equity; The second is to determine the stock subscription plan and quantity of individual operators and employees, and on this basis, determine the number of remaining state-owned assets; Third, according to the number of remaining state-owned assets, determine the specific forms and regulations of converting state-owned assets into preferred shares, and then determine the scheme of converting state-owned assets into preferred shares. After completing these steps and other related work, the articles of association can be established and recognized by law.