Hello, reconstruction refers to the planned implementation behavior formulated and controlled by enterprises, which will significantly change the organizational form, business scope or mode of operation of enterprises. Reorganization also includes share split, merger, capital reduction (partial repayment) and renaming. Matters related to reorganization mainly include:
(1) Selling or terminating part of the business of the enterprise;
(2) make major adjustments to the organizational structure of the enterprise;
(3) Close some business premises of the enterprise, or relocate business activities from one country or region to other countries or regions.
Why should listed companies be reorganized?
The reason for the reorganization of listed companies is that the reorganization of enterprise assets is a new allocation and combination of various production factors and assets of enterprises with property rights as the link, in order to improve the utilization efficiency of resource factors and realize the maximum proliferation of assets. Some people even think that asset reorganization is only the expression form of property right reorganization, and it is the carrier and expression form of property right reorganization. This definition highlights the aspect of "property right" in asset reorganization, but excludes the form of asset reorganization that does not involve property right.
Reorganization is the reorganization of assets of listed companies. Companies that have been losing money for about two years in a row need to reorganize their resources. After the reorganization, the company is more conducive to future development and profitability. And usually, the stock price of listed companies will rise sharply after reorganization.
Related contents of reorganization of listed companies:
Reorganization means listed companies realize asset reorganization by purchasing assets, replacing assets, selling assets, leasing or hosting assets, donating assets, restructuring corporate liabilities, etc. The specific tasks of asset reorganization are as follows:
The reorganization of enterprise assets and liabilities takes place at the enterprise level and can be realized with the approval of the board of directors or shareholders' meeting according to the authorization;
Corporate equity restructuring involves shareholders changing or increasing their share capital, which generally needs to be reviewed or approved by relevant authorities (such as China and the stock exchange), and state-owned equity also needs the approval of the national financial department.
Realizing asset reorganization will bring the following benefits:
1 improve the capital profit rate
2 Avoid horizontal competition
3 reduce related party transactions
4. Separate the assets that are not suitable to enter the listed company.
What kind of company is suitable for asset restructuring?
When the scale of the enterprise is too large, resulting in low efficiency and poor efficiency, in this case, the enterprise should divest some businesses with losses or mismatched costs and benefits; When the scale of the enterprise is too small and the business is single, which leads to greater risks, it should enter new business areas in time through acquisition and merger, and carry out diversified operations to reduce the overall risks.
Risk disclosure: This information does not constitute any investment advice. Investors should not substitute such information for their independent judgment, or make decisions only based on such information. It does not constitute any trading operation and does not guarantee any income. If you operate by yourself, please pay attention to position control and risk control.
Second, under what circumstances is it necessary to restructure assets?
along with
1. A listed company or a company controlled by it buys or sells assets.
When a listed company or a company controlled by it purchases or sells assets, it meets one of the following criteria.
(1) The proportion of total assets purchased and sold in the audited consolidated financial accounting report at the end of the year reaches.
(2) The operating income of the buyer and the seller accounts for more than 50% of the operating income of the audited consolidated financial accounting report of the listed company in the same period;
(3) The assets purchased or sold account for more than 50% of the audited consolidated financial accounting report of this year at the end of the period, and the amount is RMB.
If the purchase or sale of assets does not meet the standards stipulated in the preceding paragraph, and there are major problems that may damage the legitimate rights and interests of listed companies or investors, the listed companies may be ordered to supplement the disclosure of relevant information, suspend trading, hire independent financial consultants or other securities to disclose professional opinions according to the principle of prudent supervision.
2. The control rights of listed companies have changed.
If a listed company purchases assets from the acquirer and its affiliates within 60 months from the date of change of control, which leads to one of the listed publicity situations, and constitutes a major asset reorganization, it shall be reported to the China Securities Regulatory Commission for approval in accordance with the provisions of these Measures:
(1) The proportion of total assets at the end of the audited consolidated financial accounting report of the previous fiscal year in which the property right has changed;
(2) The proportion of operating income in the previous report that the control right of purchasing assets changed in the latest fiscal year reached 100% or more;
(3) The net profit generated from the purchase of assets in the latest fiscal year accounts for more than 100% of the net profit in the audited consolidated financial accounting report of the latest fiscal year;
(4) The proportion of purchased assets in the net assets at the end of the audited consolidated financial accounting report of the previous fiscal year reached 100% or more;
(5) On the trading day before the board of directors of the listed company decided to purchase assets from the acquirer and its affiliates for the first time, the shares issued for the purpose of purchasing assets accounted for more than 65,438+000% of the shares;
(6) Although the assets purchased by a listed company do not meet the standards in Items (1) to (5) of this paragraph, it may lead to fundamental changes in the main business of the listed company;
Other circumstances that lead to fundamental changes in listed companies.
Third, why should listed companies replace assets?
Asset replacement refers to the situation that the controlling shareholder of a listed company replaces the dull assets of the listed company with high-quality assets or cash, or replaces the non-main business assets with the main business assets, including the whole asset replacement and partial asset replacement.
Its role:
1. Asset replacement is considered to be the fastest and most obvious way of asset reorganization and is often used. Asset replacement behavior of listed companies is very common.
2. After the asset replacement, the industrial structure of the company will be adjusted and the asset status will be improved. After the completion of the share-trading reform, the original non-tradable shareholders not only won the right to complete circulation in the future, but more importantly, the price of restricted shares has been greatly increased after the share-trading reform, which greatly improved the enthusiasm of major shareholders to inject high-quality assets into listed companies. At the same time, some companies with poor performance or companies without share reform also need to be rescued by injecting new assets.
4. Under what circumstances is it necessary to restructure assets?
Assets reorganization is required under the following circumstances:
1. A listed company or a company controlled by it buys or sells assets.
A listed company or a company controlled by it purchases or sells assets that meet one of the following criteria, which constitutes a major asset reorganization:
(1) The total assets purchased and sold account for more than 50% of the total assets of the listed company at the end of the audited consolidated financial accounting reporting period in the latest fiscal year;
(2) The operating income generated from the purchase or sale of assets in the latest fiscal year accounts for more than 50% of the operating income of the listed company in the audited consolidated financial accounting report for the same period;
(3) The net assets purchased or sold account for more than 50% of the net assets of the listed company at the end of the audited consolidated financial accounting report in the latest fiscal year, and exceed 50 million yuan.
If the purchase or sale of assets does not meet the standards specified in the preceding paragraph, but the China Securities Regulatory Commission finds that there are major problems that may damage the legitimate rights and interests of listed companies or investors, it may, according to the principle of prudent supervision, order listed companies to supplement the disclosure of relevant information, suspend trading, hire independent financial consultants or other securities service institutions for supplementary verification, and disclose professional opinions in accordance with the provisions of these Measures.
2. The control rights of listed companies have changed.
If a listed company purchases assets from the purchaser and its related parties within 60 months from the date of change of control rights, resulting in one of the following fundamental changes of the listed company, which constitutes a major asset reorganization, it shall be reported to the China Securities Regulatory Commission for approval in accordance with the provisions of these Measures:
(1) The total assets purchased account for more than 65,438+000% of the total assets at the end of the audited consolidated financial accounting report in the fiscal year before the change of control right of the listed company;
(2) The operating income generated from the purchase of assets in the latest fiscal year accounts for more than 65,438+0,000% of the operating income of the audited consolidated financial accounting report in the previous fiscal year when the control right of the listed company changed;
(3) The net profit generated from the purchase of assets in the latest fiscal year accounts for more than 65,438+000% of the net profit of the audited consolidated financial accounting report in the last fiscal year when the control right of the listed company changes;
(4) The purchased net assets account for more than 65,438+000% of the net assets at the end of the audited consolidated financial accounting report in the fiscal year before the change of control rights of the listed company;
(5) On the trading day before the board of directors of the listed company decided to purchase assets from the acquirer and its affiliates for the first time, the shares issued for the purpose of purchasing assets accounted for more than 65,438+000% of the shares;
(6) The assets purchased by the listed company from the acquirer and its affiliates do not meet the standards in Items (1) to (5) of this paragraph, but may lead to fundamental changes in the main business of the listed company;
(seven) other circumstances identified by the China Securities Regulatory Commission that may lead to fundamental changes in listed companies.