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 report in the latest fiscal year;
2. The operating income generated from the purchase and sale of assets in the latest fiscal year 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 net assets purchased and 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.
Assets reorganization should follow the following principles:
1, asset restructuring should be based on property rights linkage. Because the reorganization of assets based on property right choice is firm, it avoids the excessive negotiation cost and moral hazard when reorganizing assets in the form of contract; At the same time, the real transfer of property rights can create conditions for the clear property rights of new enterprises, so that new enterprises have complete property rights;
2, asset restructuring should be based on the requirements of the market. In the process of state-owned assets reorganization, excessive government intervention should be avoided, but capital owners and business operators must operate according to the signal provided by the market and the principle of capital chasing interests;
3, the reorganization of state-owned assets should have a clear industrial policy. China is a developing country. In industrial policy, it is an important policy measure to change the industrial structure of the country by adjusting the stock of assets. Therefore, the state must formulate corresponding policies to ensure that the results of asset reorganization activities meet the needs of national industrial policies.
To sum up, the behavior of major asset restructuring of listed companies according to their business needs needs needs to be strictly identified according to the different situations stipulated in the above laws. The handling of related matters needs to be reviewed and recognized by the court. If serious illegal facts are caused, legal responsibility shall be investigated.
Legal basis:
Article 11 of the Measures for the Administration of Major Asset Restructuring of Listed Companies
When a listed company implements a major asset reorganization, it shall fully explain that this transaction meets the following requirements and disclose it:
1, in line with national industrial policies and relevant laws and administrative regulations on environmental protection, land management and anti-monopoly;
2. It will not cause listed companies to fail to meet the conditions for stock listing;
3. The assets involved in major asset restructuring are fairly priced, and there is no harm to the legitimate rights and interests of listed companies and shareholders;
4. The ownership of assets involved in major asset restructuring is clear, there are no legal obstacles to asset transfer or transfer, and the related creditor's rights and debts are handled legally;
5. It is conducive to the listed company to enhance its ability to continue to operate, and there is no situation that the main assets of the listed company may be cash or no specific business after reorganization;
6. It is conducive to the listed company to maintain its independence from the actual controller and its related parties in terms of business, assets, finance, personnel and institutions, and conforms to the relevant provisions of the China Securities Regulatory Commission on the independence of listed companies;
7. It is beneficial for listed companies to form or maintain a sound and effective corporate governance structure.