The purpose of assets reorganization of listed companies

1. What are the reasons and purposes of the merger and reorganization of listed companies 1. Compared with the accumulation of enterprises themselves, enterprise mergers and acquisitions can quickly realize the concentration of production and the scale of operation in a short time. 2. It is conducive to reducing excessive competition in the same product industry and improving the efficiency of industrial organization. 3. Compared with establishing a new enterprise, enterprise merger and acquisition can reduce capital expenditure. 4, conducive to the adjustment of product structure, strengthen the advantages to eliminate inferior products, strengthen the formation of pillar industries, and promote the adjustment of product structure. 5, can realize the optimization of enterprise capital structure, under the guidance of national industrial policy, can realize the strategic reorganization of state-owned assets, make the industrial distribution of state-owned capital more reasonable. Second, how to conduct mergers and acquisitions of listed companies 1? Value evaluation of the target company before merger and acquisition. In essence, the evaluation of the target company's value means that the acquirer makes a comprehensive and systematic analysis of the income obtained from the merger according to the cost it needs to pay, so as to make a correct economic evaluation of the target company. Value evaluation is a complicated task, and enterprises should choose cash flow method, replacement cost method, price-earnings ratio method and market value method according to specific M&A activities. Evaluation should be carried out from multiple angles, comprehensive evaluation should be carried out by various methods, and specific problems should be analyzed in order to maximize the value benefit after merger and acquisition. 2. In the process of merger and reorganization, improve the capital market. Merger and reorganization of enterprises is a market-based property right transaction, which is itself a capital movement, and this movement must rely on the capital market. Perfecting the developed capital market is a necessary condition for effective mergers and acquisitions. Therefore, we must deepen enterprise reform, increase the variety of transactions in the capital market, vigorously develop investment funds, speed up the progress of legislation, and standardize the capital market. 3. After the merger and reorganization, about the integration work. After the merger and reorganization of enterprises, we should consider the integrated development. Integration is an internal management strategy, which promotes the core competitiveness of enterprises and produces scale effect by integrating various internal resources and external relations. Specifically, it should include enterprise strategic adjustment, industrial repositioning, new market development, stock assets integration, personnel integration and so on. (1) Make a thorough investigation, collect data, and conduct a comprehensive investigation on the economic benefits, assets and financial status, internal organization status, personnel status, social status, product technology and equipment status and enterprise management status of the reorganized enterprise. (2) clear thinking, design scheme, set up a leading group for enterprise restructuring, organize effective personnel, and start to analyze the internal and external status quo and problems of the enterprise. Clarify the purpose and basic ideas of enterprise reorganization. On this basis, a series of reorganization documents such as enterprise reorganization implementation plan, company articles of association, group articles of association and supporting plans are drawn up. (III) Staff discussion: submit the Implementation Plan to the staff for discussion after approval, tell the staff the principles and steps of reorganization, listen to the opinions of the staff, and at the same time conduct ideological mobilization, study and education for the staff, conduct classified training for the senior and middle managers of the enterprise, and unify their thinking and understanding. Send the "Implementation Plan" to all relevant departments for comments, and finally modify the plan with the guidance and help of relevant government departments, and report it to the state-owned assets supervision and administration institution for approval. (4) assets and capital verification, define property rights, carry out assets and capital verification, and conduct asset inventory, inventory, inventory, etc. According to the relevant provisions of the state. Accurately evaluate the assets to be reorganized. Define property rights, clear up creditor's rights and debts, verify the amount of enterprise property occupied, divide operating assets and non-operating assets, and eliminate and strip three types of assets (non-main business assets, idle assets and effective assets of closed bankrupt enterprises) and non-operating assets from total assets. (5) Drafting the equity structure of the restructured enterprise. In the reorganized enterprise, how to realize the diversification of property rights, whether the state-owned shares are holding, participating in shares or withdrawing completely, and how to determine the equity ratio of social legal person shares and employee shares, so as to achieve effective checks and balances of incentives and constraints, it is necessary to determine a scientific and reasonable equity structure and establish a standardized modern property rights system. (six) to determine the price of the restructured assets through the property rights trading market. The disposal of state-owned assets shall be publicly traded in legally established property rights trading institutions, and shall not be traded privately. It is necessary to fully disclose the information on the transfer of property rights, extensively collect the transferee, and determine the price of restructured assets through market-oriented means such as agreement, bidding and auction. (VII) Handling property rights delivery and legal procedures According to the property rights transfer contract, handling property rights delivery, and then handling the formalities for industrial and commercial, land and property rights change with the transaction confirmation issued by the property rights trading institution.