1, overall restructuring mode
One way of overall restructuring and listing is to transform the entire state-owned enterprise into a shareholding system to meet the requirements of listed companies to issue new shares. This model is suitable for state-owned enterprises with single centralized business and difficult effective division of assets.
Another way is that the state-owned enterprise group company absorbs its subordinate listed companies and finally realizes the overall listing.
Case 1: Bank of China was restructured as a whole into Bank of China Limited.
On August 26th, 2004, Bank of China announced that it had been transformed from a wholly state-owned commercial bank into a state-controlled joint-stock bank-China Bank Co., Ltd. With the approval of the State Council, Central Huijin Investment Co., Ltd. held 0/00% equity of Bank of China Co., Ltd. on behalf of the state and exercised the rights and obligations of the investor of Bank of China Co., Ltd. according to law.
The registered capital of China Bank Co., Ltd. is 65.438+086.39 billion yuan, which is converted into 65.438+086.39 billion shares.
The advantage of this reorganization mode is that it prevents the possibility of related transactions between the parent company and the joint-stock company. Because of the nature of the bank's business, public information will be more difficult to disclose, and the overall restructuring and listing can avoid this problem.
Case 2: TCL Group Co., Ltd. absorbed and merged its subsidiary TCL Communication Equipment Co., Ltd. to be listed as a whole.
TCL Group Co., Ltd. is a joint-stock company established on the basis of the original TCL Group Co., Ltd. Because TCL Group Co., Ltd. still owned TCL Communication Equipment Co., Ltd. before the overall change, it adopted the method of absorption and merger, and TCL Group Co., Ltd. issued a certain number of new shares of TCL Group Co., Ltd. to the tradable shareholders of TCL Communication Equipment Co., Ltd. Ltd. As the consideration for the merger of TCL Communication Equipment Co., Ltd., the number of shares that each TCL Communication Equipment Co., Ltd. shares will eventually be converted into TCL Group Co., Ltd. shall be determined according to the corresponding conversion ratio. According to the discount ratio, TCL Group will not only issue tradable shares to public investors for the first time, but also issue tradable shares to shareholders of TCL Communication Equipment Co., Ltd. Finally, TCL Group achieved the overall listing through initial public offering and mergers and acquisitions.
2. The mode of split and reorganization.
Split and reorganization will transform a large state-owned enterprise group with subordinate business assets into a joint-stock system, and the group will become the largest shareholder of the joint-stock company after the transformation. This mode is common in listed companies at present, and most large state-owned enterprise groups in China choose this mode to realize the restructuring and listing of their subsidiaries.
Case 3: Shanghai Baosteel Group Co., Ltd. was partially restructured and exclusively initiated the establishment of baoshan iron & steel.
Shanghai Baosteel Group, the founder of Baoshan Iron and Steel Co., Ltd., was formerly known as Baoshan Iron and Steel (Group) Company. Baoshan Iron and Steel (Group) Company was renamed from Shanghai Baoshan Iron and Steel General Factory on 1993. 1998165438+10/7 With the approval of the State Council, Baosteel (Group) Company absorbed and merged Shanghai Metallurgical Holding (Group) Company and Shanghai Meishan (Group) Co., Ltd. and changed its name to Shanghai Baosteel Group Company (hereinafter referred to as Baosteel Group). Its restructuring plan is to put most of the production and operation assets and some auxiliary assets of Baosteel Group into baoshan iron & steel, and at the same time put some production functional departments of Baosteel Group into the joint-stock company, so that the joint-stock company has a complete production process and a complete scientific research, production, procurement and sales system. In the end, baoshan iron & steel was established exclusively by Baosteel Group and listed on the Shanghai Stock Exchange.
3. Forms of separation and recombination
Separation and reorganization will separate a large state-owned enterprise into two independent companies, one of which will be listed in the joint-stock system.
Case 4: Shanghai Petrochemical Complex was separated from Shanghai Petrochemical Company Limited.
The predecessor of Shanghai Petrochemical Co., Ltd. is Shanghai Petrochemical General Factory. According to the principle of changing the management mechanism of enterprises and establishing a new market-oriented enterprise system, the former Shanghai Petrochemical Complex was reorganized, and the division and definition of assets, liabilities and personnel in the reorganization work were completed. After the reorganization, the production, auxiliary production, operation, trade, science and technology, management departments and units and related assets and debts of the former Shanghai Petrochemical Complex were handed over to Shanghai Petrochemical Company Limited. Assets and liabilities related to the restructuring of enterprises and institutions such as construction, design, machinery manufacturing, life service, etc. not transferred by Shanghai Petrochemical General Factory, as well as departments and units exercising government functions and newly established China Petrochemical (Information Forum) Shanghai Jinshan Industrial Company. Shanghai Petrochemical Co., Ltd. is controlled by sinopec group on behalf of the state and exercises the rights and obligations of state shareholders. China Petrochemical Shanghai Jinshan Industrial Co., Ltd. is a wholly-owned subsidiary of China Petrochemical Co., Ltd., which is an independent legal person with independent operation and self-financing. Therefore, the former Shanghai Petrochemical Complex cancelled its independent legal person status and was split into two independent legal person companies: Shanghai Petrochemical Co., Ltd. and China Petrochemical Shanghai Jinshan Industrial Company. Shanghai Petrochemical Company Limited is listed and traded on the Shanghai Stock Exchange.
4. Form of joint reorganization
Joint reorganization means that several state-owned enterprises unite to form a new joint-stock company for joint reorganization and listing. This model is more suitable for some small-scale state-owned enterprises with similar business and want to go public.
Case 5: A number of companies jointly invested to establish Huayuan Kyle Machinery Co., Ltd. ..
China Huayuan Group Co., Ltd., the main sponsor of Huayuan Kyle Machinery Co., Ltd., was established by the former Ministry of Textile Industry (now the State Textile Industry Bureau), the Ministry of Foreign Trade and Economic Cooperation and the head office of Bank of Communications. It was approved by the State Economic and Trade Commission on 1992 and registered as a comprehensive group company in Pudong New Area. At the end of 1996 and the beginning of 1997, China Huayuan Group Co., Ltd. has successively cooperated with Jiangsu Planetary Machinery Group Corporation, Shandong Donglai Internal Combustion Engine Co., Ltd., Shandong Weifang Tractor Group Corporation, Shandong Guangming Machinery Factory, Shandong Shouguang Jubao Agricultural Vehicle General Factory, Wuxi Huayuan Planetary Power Co., Ltd. (hereinafter referred to as "Planet"), Shandong Huayuan Donglai Internal Combustion Engine Co., Ltd. (hereinafter referred to as "Donglai"), Shandong Weifang Huayuan Tractor Co., Ltd. (hereinafter referred to as "Wei Tuo Shandong Huayuan Guangming Machinery Manufacturing Co., Ltd. In addition,1April 1997, China Huayuan Group Co., Ltd. changed its joint venture with China Textile Science and Technology Development Corporation into Shanghai Huayuan Mechanical Power Import and Export Co., Ltd.
1998 February 16, China Huayuan Group Co., Ltd., Jiangsu Planetary Machinery Group Co., Ltd., Shandong Donglai Internal Combustion Engine Co., Ltd., Shandong Guangming Machinery Factory, Shandong Shouguang Jubao Agricultural Vehicle General Factory, Shandong Weifang Tractor Group Company, Shandong Tractor Factory, China Textile Technology Development Corporation, China Agricultural Machinery Corporation, Shanghai Internal Combustion Engine Research Institute of the Ministry of Machinery Industry, The Fourth Design and Research Institute of the Ministry of Machinery Industry, as the organizer, converted all the assets and liabilities of six machinery enterprises controlled by China Huayuan Group Co., Ltd.-Planet, Donglai, Wei Tuo, Guangming, Jubao and Machinery Import and Export, all the assets and liabilities of the main part of horsepower tractors in the production and operation of Shandong Tractor Factory, and some assets of China Agricultural Machinery Corporation, Shanghai Internal Combustion Engine Research Institute of the Ministry of Machinery Industry and the Fourth Design and Research Institute of the Ministry of Machinery Industry, and initiated the establishment of Huayuan Kyle Machinery Co., Ltd. Huayuan Kyle Machinery Co., Ltd. issues overseas domestic listed foreign shares (B shares) and is listed and traded on the Shanghai Stock Exchange.
5. Forms of overseas red chip companies
Red-chip listing means that the company is registered overseas, usually in Cayman, Bermuda or British Virgin Islands (also known as BVI). Local laws and accounting systems are applicable, but the company's main assets and business are in Chinese mainland. After the lock-up period ends, all stocks can be listed and circulated.
Case 6: New Netcom Company went public as a "red chip".
China Network Communication Group Corporation (hereinafter referred to as Netcom) is a super-large state-owned communication operation enterprise group managed by the central government. On June 65438+1October 65438+August 2004, the prospectus submitted by Netcom to the American Stock Exchange was officially released. According to the prospectus, Netcom plans to be listed and traded in new york and Hongkong stock markets on June 165438+ 10/6 and June 17, 2004 respectively. The main listed company of China Netcom was established on the basis of capital injection by Netcom Hong Kong Company. Netcom injects the business of six northern provinces, two southern provinces, international branches and Asian Netcom companies into listed companies, which is called (6+2+2).
The advantages of this restructuring plan are: because the listed subject of the red-chip model is a Hong Kong company registered in Hong Kong, it can effectively solve the problem of foreign shares of Netcom, so that its shareholders, such as News Corp. and Goldman Sachs, can be preserved and avoid paying huge sums of money for repaying foreign shareholders and buying their shares. However, if the H-share model is selected, its listed entity is a domestic registered company, so it is difficult to carry out the above operations.
A summary of the restructuring and listing of state-owned enterprises
The mode selection of large state-owned enterprises should adapt to the requirements and level of marketization.
The mode of reorganization of large state-owned enterprises should be diversified, which is determined by the development of these enterprises on the one hand and adapted to the situation of capital market on the other. Even in developed countries, the capital market is multi-level, including securities trading market, OTC market and property rights trading market. The decision of the Third Plenary Session of the 16th Central Committee of the Communist Party of China (CPC) pointed out: "Establish a multi-level capital market system, improve the capital market structure and enrich the capital market products." Multi-level capital market provides many possibilities for the mode selection of large state-owned enterprises' restructuring. How to effectively use the capital market system and find a more effective mode for the reorganization of large state-owned enterprises is an important factor for the success of reorganization.
For large state-owned enterprises, the choice of restructuring mode is to find an enterprise system that adapts to the characteristics and management level of enterprises, so that enterprises can develop more efficiently after restructuring. Therefore, it is very important to accurately judge the situation of enterprises and markets and correctly analyze the alternative restructuring models.
In the near future, the overall restructuring and listing mode of state-owned enterprises is more in line with the current policy direction and the requirements of the times.