The bankruptcy reorganization case of Xuzhou Automobile Transportation Company in Jiangsu Province
This case is the legal bankruptcy of a large state-owned transportation enterprise. It is characterized by (1) large assets and liabilities and book assets 1? 65.438+0.4 billion yuan, with a book debt of 2? 3.9 billion yuan, with a total of 9,434 employees; (2) There are 80 branches, subsidiaries and holding companies in bankrupt enterprises, which are included in the bankruptcy scope? Will the repayment ratio of each company's assets and liabilities to creditors be different? ..... and other issues; (3) With the strong support of the municipal government and relevant functional departments, the resettlement of nearly 10,000 employees of bankrupt enterprises was successfully completed.
1. Brief introduction of the enterprise?
Jiangsu Xuzhou Automobile Transportation Corporation (hereinafter referred to as "Xu Qi Corporation") is a state-owned professional transportation enterprise developed on the basis of the Handling Association in the early days of liberation, mainly engaged in cargo transportation, commercial services and other businesses. Now it has jurisdiction over 14 secondary units, including professional transportation units 10, commercial service units 3, and staff hospitals 1 0. The company's domicile is located at No.0/73, Zhongshan North Road, Xuzhou City. The enterprise covers an area of 393 mu (the land use right is allocated by the government free of charge), with a construction area of 6447 1 square meter. By May 25th, 20001year, the enterprise had 9434 employees, including 55 employees18 employees, 2924 retirees (29 retirees and 2895 retirees), and 992 survivors of deceased employees. In 1960s, the staff were streamlined and decentralized. ?
Xu Qi head office has always been an enterprise directly under the Municipal Transportation Bureau. 1984 in accordance with the principle of "separation of government from enterprise", a freight company was formed from the Municipal Transportation Bureau and changed to the leadership of the Municipal Economic Commission. 1985 changed its name to Xuzhou Freight Corporation, Jiangsu Province. 1988, cancel all subordinate secondary companies, implement primary accounting and unified management. After 1990, it was adjusted and merged to form the current organizational structure (including 34 wholly-owned subsidiaries, 24 wholly-owned subsidiaries whose business licenses have been cancelled, 15 wholly-owned subsidiaries and 1 subsidiary, 5 welfare units, 3 subsidiaries and 3 foreign-invested holding enterprises), and it was established in 1965438+?
Xu Qi Company has made great contributions to the economic construction and social development of Xuzhou. However, in the fierce competition in the transportation market in recent years, due to ineffective enterprise reform, inflexible management mechanism and backward management mode, transportation operation has gone from bad to worse, and the number of operating vehicles has decreased from more than 700 to 97 year by year, resulting in a sharp increase in laid-off workers. In the two years of 1995 and 1996, due to the public ownership and unified command of the mode of production, the development trend of the transportation market was not carefully studied, and nearly 30 million yuan was invested to buy uncompetitive ordinary freight vehicles. As a result, the whole army was wiped out in less than five years, resulting in serious investment mistakes and more difficult production and operation of enterprises. ?
The enterprise has suffered losses for years and has been in a state of suspension or semi-suspension for a long time. In order to help enterprises get out of trouble, the municipal government has taken measures such as sending a working group to help, entrusting it to the Municipal Transportation Bureau, and openly recruiting the general manager of the company. However, due to heavy debts, exhausted funds and loss of hematopoietic function, the enterprise failed to recover. By May 25th, 20001year, the total book assets of the enterprise were 1 13695700 yuan, the total liabilities were 23904 1600 yuan, and the asset-liability ratio was 2 10.25%. High debt has brought many years of economic disputes and debt lawsuits to enterprises, and enterprises have fallen into a situation where they cannot carry out their work. The life of workers is insecure, and the medical expenses of retirees and on-the-job employees cannot be reimbursed for a long time. In order to avoid causing greater losses to the country and creditors, and also for the future of employees, business leaders decided to take the road of bankruptcy and reorganization after repeated and serious research and soliciting the opinions of higher authorities and consulting professionals. ?
Second, bankruptcy preparation?
On 1 October 5th, 2006, 5438+0,1,Xu Qi head office decided to include 34 wholly-owned subsidiaries and 24 wholly-owned subsidiaries whose business licenses were cancelled in the bankruptcy scope. In addition, 65,438+05 wholly-owned subsidiaries (including 65,438+0 subsidiaries), 5 welfare units (including 3 subsidiaries), and foreign-invested holding companies with standardized management and no losses are not considered bankrupt and continue to operate normally. After Xu Qi Corporation made the bankruptcy decision, it made a detailed bankruptcy reorganization plan and submitted it to Xuzhou Municipal Government for study. ?
In March, 20001year, 24 wholly-owned subsidiaries with independent legal personality in Xu Qi were unable to continue their operations due to losses for years, and submitted reports to the head office, demanding liquidation, audit, closure and dissolution. According to the Law of People's Republic of China (PRC) on Industrial Enterprises Owned by the Whole People, General Principles of People's Republic of China (PRC) Civil Law and other laws and regulations, the head office decided to liquidate the subsidiaries that need to be closed and dissolved. The head office sent staff and hired social intermediary agencies to form a liquidation group to conduct liquidation audit on the assets and property status of each subsidiary. The results of liquidation report and audit report show that the company is seriously insolvent and its assets are insufficient to pay employees' internal debts. On April 9th, 20001year, Xu Qi Company made a decision to "apply to Xuzhou Administration for Industry and Commerce for cancellation of the registration of enterprise as a legal person", and put on record the creditor's rights and debts and employee placement opinions of "the company's cancelled creditor's rights and debts shall be the responsibility of the head office and all kinds of employees shall be the responsibility of the head office". On May 17, Xuzhou Industrial and Commercial Bureau cancelled the legal person registration of 24 enterprises. ?
On may 1 1, Chen Yaonan, mayor of Xuzhou, presided over a government office meeting to study the bankruptcy and reorganization of the automobile transportation corporation. On May 14, the municipal government held a mayor's office meeting, and agreed to the bankruptcy reorganization plan of the automobile transportation general company and gave some preferential policies. In order to promote the smooth and orderly bankruptcy of enterprises, it was decided to set up the "Bankruptcy Reorganization Coordination Group of Xuzhou Automobile Transportation Corporation", which was responsible for coordinating and solving relevant problems in the bankruptcy of enterprises and helping to implement various preferential policies.
/kloc-in may of 0/6, Xu Qi head office submitted an application to Xuzhou intermediate people's court for ruling the bankruptcy of Xuzhou automobile transportation corporation according to law (including 34 wholly-owned subsidiaries and 24 wholly-owned subsidiaries whose business licenses have been cancelled). On May 22nd, Xuzhou Intermediate People's Court accepted the bankruptcy application of Automobile Transportation Corporation. On May 25th, the civil rulingNo. 3-0 1 was made, ruling that Zhou Xu Automobile Transportation Corporation (including 34 wholly-owned subsidiaries and 24 wholly-owned subsidiaries whose business licenses have been cancelled) went bankrupt and paid off debts. ?
On May 3rd, Kloc-0, the bankruptcy liquidation group was established. ?
On June 5th, People's Court Newspaper published a bankruptcy announcement. ?
Third, implement bankruptcy?
After the bankruptcy of the automobile transportation general company, the workers were hit, their thoughts were unstable and their personal interests were affected. Results During the liquidation period, there were eight large-scale collective petitions, and a few workers went to the province to petition. In order to make all employees clear about the problems related to the actual bankruptcy of the enterprise, the Party Committee and the bankruptcy liquidation group of the company formulated publicity materials such as publicity outlines and answers to questions, held various personnel meetings respectively, went deep into the left-behind units to publicize relevant laws, regulations and policies, and unified employees' ideological understanding. In order to ensure that the liquidation work is completed on schedule, all professional groups and left-behind personnel seize the time, grasp the progress, and conscientiously implement various work plans in accordance with the requirements of the work plan. In order to prevent the loss of bankrupt property, various security systems have been formulated and preventive measures have been strengthened. ?
Because the assets and liabilities of each cancelled enterprise are different, the repayment rate of creditor's rights of different enterprises may be different. If the creditors of 24 cancelled enterprises are treated as creditors of Xu Qi Company, so that the repayment rate of all creditors is the same, the interests of some creditors may be harmed. In order to make every creditor get a reasonable settlement, the liquidation group entrusted audit, evaluation and other departments to focus on the assets, creditor's rights and debts of 24 enterprises cancelled in bankruptcy liquidation. After examination by the bankruptcy liquidation group and confirmation by the industrial and commercial bureau, the original 24 enterprises have complete information on dissolution, liquidation and cancellation, standardized procedures and complete procedures. The assets and liabilities of the revoked enterprises have all been included in the scope of bankrupt enterprises. The assets of the original 24 enterprises are not enough to repay the wages and labor insurance expenses of employees, and the statutory second-and third-order repayment rates of all enterprises are zero. Considering that the property rights between 24 enterprises and the automobile transportation corporation and between 24 enterprises have been unclear, and assets are often allocated to each other, many enterprises are registered as enterprise legal persons, but in fact they do not have legal person qualifications at all. Therefore, according to the spirit of Article 46 of the Summary of Discussions on Several Issues Concerning the Trial of Bankruptcy Cases by the Higher People's Court of Jiangsu Province, a wholly-owned subsidiary with poor management and insolvency can be merged into the competent unit before being revoked and go bankrupt at the same time. In order to simplify the procedures and improve the liquidation efficiency, 24 wholly-owned subsidiaries decided to merge into the head office for liquidation without having to liquidate separately. ?
4. bankruptcy reorganization?
Before the bankruptcy of Xu Qi head office, Xuzhou Zhongyuan Automobile Transportation Co., Ltd. (hereinafter referred to as Zhongyuan Company) was established by the backbone of enterprise management, and an acceptance agreement was signed with the competent department. During the period of bankruptcy liquidation, Zhongyuan Company rented the effective assets of the automobile transportation corporation, organized production and business activities, and maintained the stability of the enterprise. After bankruptcy, Zhongyuan Company arranged 7,734 employees and retirees, accounting for 82% of the total number of the original Xu Qi head office, and the rest 1.7 million, accounting for 1.8% of the total number, and implemented social diversion. And promised to pay off the debts owed by the court to employees, and at the same time accept all the assets of the original enterprise. ?
Due to the complicated contradictions accumulated by Xu Qi Head Office for many years, the staff is overburdened and there are few effective assets, so the restructuring plan faces many difficulties in implementation. In order to ensure the smooth progress of enterprise bankruptcy and the development of enterprises after reorganization, Xuzhou Municipal Government has specially given Zhongyuan Company some support policies, such as: employees who are less than 5 years away from the legal retirement age or have worked continuously for more than 30 years, the municipal government will declare to the provincial government and the provincial labor department to enjoy the early retirement policy; The medical co-ordination fee for retired cadres and the living allowance for the survivors of deceased workers are still solved by the municipal financial subsidies; The economic compensation for social diversion workers shall be paid in installments from the "Subsidy Fund for the Resettlement of Bankrupt Workers of State-owned Enterprises" with the approval of the municipal government; The land use right of the former Xu Qi Corporation belongs to Zhongyuan Company, and the Municipal Bureau of Land and Resources handles the land transfer procedures, exempting all fees such as land transfer fees, and directly handling the transfer procedures; The land that Zhongyuan Company can develop real estate is approved by the government. When going through the formalities for changing the ownership of the assets of the former Xu Automobile Corporation, all departments will be exempted from all expenses; After the reorganization, various funds and expenses will be exempted, reduced and postponed for five years. ?
After the reorganization, Zhongyuan Company will highlight its business characteristics and reorganize its original assets into six independent accounting and self-financing joint-stock enterprises, such as freight joint service company, bulk transportation company, earthwork transportation company and container transportation company, and participate in the decision-making and operation of the above enterprises by holding shares. At the same time, increase investment in technological transformation and new projects. The sources of funds for upgrading and new projects are mainly the absorption of social legal persons and employees' shares and the depreciation funds extracted by enterprises.