The basic principle of converting net assets into shares is 1. The number of converted shares is converted on the basis of the audited net assets of the parent company on the base date of reorganization. It is the most basic common sense that you can't take the evaluation value, otherwise you can't calculate the performance continuously.
2. After the promulgation of the new company law in 2006, the share exchange ratio can be lower than the ratio of 1: 1. Prior to this, equity was equal to net assets. The most common way is to include the part of net assets less than one yuan in capital reserve. Therefore, the share capital of joint-stock companies is often staggered.
3. The minimum discount ratio of state-owned assets is 65%, mainly to prevent the loss of state-owned assets. As for non-state-owned capital, there is no clear stipulation, but it will also refer to the proportion of 65%, which is generally not less than 70% in actual operation. Now that Xiao Bing knows, Zhejiang Wanma has converted its shares into shares at the ratio of 1.62: 1, which translates into a percentage of 61%(240 million net assets are converted into shares1.50 billion).
4. Note that the number of shares to be converted shall not be less than the statutory minimum requirements, that is, the main board shall not be less than 30 million shares and the GEM shall not be less than 20 million shares.
The process of converting shares into net assets The net assets of a joint stock limited company generally include: registered capital/paid-in capital, capital reserve, surplus reserve and undistributed profit. The change of a limited company into a joint-stock company as a whole means that the net assets of the limited company on the base date of reorganization are converted into the share capital and capital reserve of the joint-stock company.
For example, a limited liability company has paid-in capital of 6,543,800 yuan, capital reserve of 2 million yuan, surplus reserve of 3 million yuan and undistributed profit of 4 million yuan, so the company's net assets are 6,543,800 yuan. At this point, there are three stock folding schemes:
1. 1 10,000 yuan is converted into share capital, and 9 million yuan is included in the capital reserve. Then surplus reserves and undistributed profits can be regarded as reinvested in the company after distribution, and some regions will require natural person shareholders to pay taxes on surplus reserves and undistributed profits transferred to capital reserves at this time; Some areas will be required to pay taxes when this part of capital reserve is converted into share capital in the future.
2. Transfer the share capital to 2 million yuan and the capital reserve to 8 million yuan. At this time, there are two ways to deal with the fact that the capital stock of 6,543,800 yuan exceeds the original paid-in capital: one is that the extra paid-in capital of 6,543,800 yuan comes from the capital reserve of the original limited company; One is that the extra paid-in capital of 6,543,800 yuan comes from the capital reserve, surplus reserve and undistributed profit of the original limited company, which is converted into shares in proportion (2:3:4). At this time, the tax payment of surplus reserves and undistributed profits is consistent with that of 1.
36,543,800 yuan was converted into share capital, and 0 yuan was included in the capital reserve. At this time, natural person shareholders need to pay taxes on surplus reserves and undistributed profits transferred to share capital.
Discussion on the rationality of converting net assets into shares 1. It is a characteristic of China that listed companies must be joint-stock companies, and it is a characteristic of China to set up joint-stock companies through overall changes to meet the requirements of continuous performance calculation. Is it really reasonable to convert the audited net assets into shares on the base date of restructuring? If there is moisture in the net assets, will there be the risk of false investment in the joint-stock company after the overall change?
2. For example, accounts receivable account for a large proportion of the audited net assets, and may even soar in a short time, then the company's registered capital adequacy ratio will have a great relationship with the company's accounts receivable recovery; Another example is inventory. If the inventory price drops sharply after the overall change, even the profits realized by the company can't make up for this hole. Is it necessary to make depreciation to reduce capital?
3. We implement the statutory capital system, and we have always been strict about the adequacy of registered capital, but we always feel that we are not strict enough in handling the overall change. Although these problems will be covered up by discount and super profitability of listed companies, from the perspective of problem research, it is still worth thinking about.