Investigation on the first case of private enterprises merging state-owned enterprises in Luoyang Source: China Business Times Author: Date: 07-03-23 This is a case of private enterprises merging state-owned enterprises. The benefits of state-owned enterprises are declining year by year and are in trouble. After consultation between the two sides and approval by the government, private enterprises merged state-owned enterprises with compensation. However, the new enterprise has just been registered for more than two months, and the normal management right has been seized; Just 40 days after the government approved the merger/kloc-0, the government issued a document to terminate it. Seeing that the investment of two or three million yuan sank into the sea, private enterprises sued the court. Recently, the court ruled that state-owned enterprises should return millions of investments made by private enterprises. However, getting the money back is far more difficult than winning the lawsuit ... The merger is Yao Yanan's first job after becoming the general manager of Sino-Thai real estate company. According to Yao, it was very accidental that Zhongtai Company, a private enterprise, proposed to merge the state-owned Luoyang Cement Products Factory, and the negotiations between the two sides were extremely smooth. 1February, 998, the two sides began to contact. Five months later, the Luoyang municipal government issued a document approving the merger, and then the two sides signed an agreement to register and set up a new enterprise, and started the booming production. Why Luoyang Cement Products Factory "committed itself" to others. The reporter found the original factory director Li Xiufeng who participated in the whole merger process. Li 65438-0990 served as the director of cement products factory. Li said that Luoyang Cement Products Factory is an old enterprise that moved from Shanghai 1954. 1997 factory loss185,000 yuan, with potential loss of more than 5 million yuan for many years. At the same time, the old state-owned enterprises have a heavy burden, with 862 employees, of whom retired employees account for 1/4 of the total number of employees, and half of them are redundant. The most fatal thing is that the enterprise equipment is outdated and cannot be updated, and the market is shrinking day by day. The deteriorating living environment makes it impossible for us to wait any longer. Li Xiufeng said that at that time, they visited many times with middle-level cadres and workers' representatives, and the conditions in China and Thailand were the most favorable. According to the agreement, Zhongtai Company is responsible for resettling all employees of the cement products factory, increasing the income by 65,438+00% every year. Bear the relevant expenses of retired employees; Pay off debts such as taxes, wages and medical expenses owed by cement products factory; In 3-5 years, the enterprise will become an excellent enterprise in the same industry ... For the cooperation with China and Thailand, more than 30 workers' representatives of the cement products factory unanimously passed, and on March 3 1998, the resolution of the factory workers' congress on approving the merger of China-Thailand Real Estate Co., Ltd. and Luoyang Cement Products Factory was passed. The cement products factory agreed to merge for a living, so what is the purpose of Sino-Thai Company? As one of the largest private enterprises in Luoyang, China and Thailand have done a lot of charity in the local area, but it is not as simple as charity to merge the troubled enterprises? General manager Yao Yanan is not shy about this. Yao bluntly said that the merger and loss-making cement products factory mainly took a fancy to the wasteland of the factory. It is understood that about 200 mu of enterprise wasteland of cement products factory is located in the urban area and can be developed into real estate projects. Of course, turning industrial land into commercial housing land has to go through many procedures and pay a lot of fees. The wasteland of cement products factory has been abandoned for decades, and enterprises have to pay land tax every year. Yao Yanan said that if the merger is successful, first of all, China and Thailand are real estate developers, and the projects developed every year need a lot of cement products, so that the products of the cement products factory have a market; Secondly, if China and Thailand develop new real estate projects on the wasteland of enterprises, it will increase new employment opportunities for employees of cement products factories. After careful consideration, both China and Thailand decided to bear the personnel of the cement products factory and all the creditor's rights and debts. It may be because the person in charge of the city that approved the termination of the matter at that time has changed, and the government tried to avoid talking about it. Nevertheless, journalists can still appreciate the attitude of the government from a series of documents at that time. On March 1998 and 16, Luoyang Construction Committee, the superior unit in charge of the cement products factory, submitted the Request for Instructions on the Restructuring of the Cement Products Factory; On April 3rd, the Project Construction Committee reported the Request for Instructions on Temporarily Conditionally Entrusting Zhongtai to Manage Cement Products Factory; On April 9, a mayor gave instructions; On April 24th and 27th, the Municipal Construction Committee and the Municipal State-owned Assets Supervision and Administration Commission approved the asset appraisal project; On July 2nd, the Municipal Finance Bureau and the State-owned Assets Supervision and Administration Commission reported the asset liquidation report; On July 13, the Municipal State-owned Assets Supervision and Administration Commission confirmed the transfer price of property rights; On July 13, the Municipal Bureau of Land Planning made the Opinions on the Examination and Approval of Land Use Right Disposal Scheme; On July 20th, the Municipal Economic Commission reported the "Request for Merger"; The next day, the municipal government approved it. It is said that before the merger of Zhongtai and Cement Products Factory, there were two cases in Luoyang where private enterprises merged with state-owned enterprises, but one case was too small and the other was unsuccessful, so it did not attract attention. "Grasp the big put small? Hook up? The historical footnote of the Sino-Thai merger case shows the positive degree of the government to the merger of state-owned enterprises by private enterprises from the efficiency of official documents between the above-mentioned government departments. Relevant persons also analyzed that the government is active because it can unload the burden of a loss-making enterprise and explore new ways of state-owned enterprise reform. It seems that this merger is indeed a "win-win" good thing. But how can a good thing go wrong? Good things went wrong 1998 September 200919. When Li Xiufeng, the factory director, was surrounded by some employees, what was the so-called "supervision meeting" afterwards? What happened to the mushroom? 10 year 10. The factory stopped production on October 8. When interviewed by a reporter, Li, with white hair, suddenly asked the reporter to turn off the interview tape recorder. The glass in my house was broken and the children were beaten around ... "Li choked on his words. The relevant situation report describes the development since then. On September 23rd 1998, the government investigation team was besieged and the investigation was interrupted. On September 26th, the Deputy Secretary-General of the municipal government took the leaders of the Municipal Construction Committee, the Federation of Trade Unions and the State-owned Assets Supervision and Administration Commission to solve the problem, but nothing came of it. In addition, demonstrations took place many times ... Finally, after the municipal government approved the merger 140 days later, the municipal government issued a document to terminate the merger. The reason for the termination is: "The two sides have different opinions, the relevant departments have not approved it, the assets have not been handed over, and the merger cannot be carried out normally. "At the same time, the notice stated that the aftermath of the merger will be properly resolved by the municipal government in accordance with national policies and regulations. Zhongtai Company, which later accepted the termination decision, had to run to recover millions of investments. " 23 months, there is no reasonable place. Yao Yanan, general manager of Zotye, finally decided to seek justice through legal procedures. It really takes courage to fight this lawsuit because there are too many government departments involved. Of course, the reporter also noticed that as a private enterprise living in reality, it is not so stupid. When China and Thailand sued, they chose a suitable opportunity and the city leaders adjusted. At the same time, the object of their lawsuit is the cement products factory and the Municipal Construction Committee, and the litigation request is to return the loan and compensate for the losses.
Recently, Luoyang Intermediate People's Court ruled that the cement products factory returned more than RMB 0.3 million to Zhongtai Company/KLOC-0. Although China and Thailand finally breathed a sigh of relief, Yao Yanan didn't know when the million yuan would be recovered. Originally, it was a wishful thinking and "win-win" good thing. Now China and Thailand have wasted a lot of manpower, material resources and financial resources; The government collapsed again in the experiment of state-owned enterprise restructuring, and did not unload its burden; The future of cement products factory is uncertain. After many people wasted a lot of manpower, material resources and financial resources, the merger ended in discord. Who is right and who is wrong? Who is right and who is wrong? This is the most difficult question to answer. The reporter found several interesting clues in the interview, which are worth remembering. Clue one. In an interview with reporters, many employees of the cement products factory raised the issue of the loss of state-owned assets. The most representative statement is that it sold 2 million yuan in the merger. Where did the "two hundred million" come from? In the investigation, the reporter found that if Sino-Thai company successfully merged the cement products factory, it would have to pay more than 8 million yuan of land transfer fees, and it would also have to bear a lot of finance such as bank loans, state taxes, unpaid wages and medical expenses of the cement products factory. At the same time, there are documents stipulating that the land belongs to industrial land and residential land. If you change your use, you must go through the formalities separately and pay the fee. In other words, if China and Thailand want to use the land of cement products factory for real estate development, they must go through relevant procedures and pay high fees in accordance with national laws and regulations, so it seems inaccurate to say that millions are sold for hundreds of millions. However, this statement is very infectious. The sharp decline from the unanimous approval of the workers' congress to the seizure of the management right by the "supervision meeting" has a lot to do with the employees' emotions. There is also a popular slogan among workers: I would rather drink the soup of state-owned enterprises than eat the meat of capitalists. Should meat and soup be divided into ownership attributes? So after China's entry into WTO, will China's labor force eat the meat they provide? Clue two. It is understood that shortly after the merger of Sino-Thai Cement Products Factory, a group of middle-level cadres were dismissed. According to China and Thailand, this move is to solve the problems of employment system and inefficient management system of state-owned enterprises. Judging from the development of the situation, the main force that resolutely opposed the merger later was the middle-level cadres who were reduced to workers. Li Xiufeng, the factory director, thinks that the managers of both China and Thailand acted too hastily, which led to chaos in the future. Some old diseases can't be messed up. Li said that they don't know much about state-owned enterprises, especially those that have existed for nearly half a century, such as cement products factories. Clue three. In this aborted merger, it is difficult for us to find any irregularities or procedures. All the procedures and documents are so detailed, but all the procedures and documents are so worthless. The two sides signed a formal agreement; Municipal Construction Committee, State-owned Assets Supervision and Administration Bureau, Land Planning Bureau, Economic Commission and other relevant departments actively participated; The municipal government issued a red-headed document for approval. Everything is serious, but such a serious contract can't stand the challenge. In fact, the challenge is not severe, but many people have no weight on the balance of contract and power. Market economy is a credit economy, and enterprises should pay attention to credit. Similarly, the government should pay more attention to credit. After the merger was blocked, the chairman of Zhongtai Group suddenly went to Beijing to study for half a year. Insiders of the group said that the chairman was not so much studying as investigating foreign markets, because he had gone to many parts of the country and began to understand the local investment environment.