What is the difference and connection between asset restructuring and corporate restructuring?

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 out part of the loss-making or cost-benefit mismatch; When the scale of the enterprise is too small and the business is relatively simple, resulting in greater risk, it should enter new business areas in a timely manner through mergers and acquisitions to carry out diversified operations to reduce the overall risk.

Asset restructuring refers to the rational division and structural adjustment of the assets and liabilities of the original enterprise when an enterprise is reorganized into a listed company, and the reorganization and setting of the assets and organization of the enterprise through merger and division. Asset reorganization in the narrow sense only refers to the division and reorganization of the assets and liabilities of an enterprise, while asset reorganization in a broad sense also includes the establishment and reorganization of enterprise institutions and personnel, and the adjustment of business institutions and management systems. At present, the asset restructuring generally refers to the asset restructuring in a broad sense.

Asset restructuring is divided into internal restructuring and external restructuring. Internal restructuring refers to the readjustment and allocation of an enterprise (or asset owner) based on the principle of optimizing the combination of its internal assets, with a view to giving full play to the partial and overall benefits of existing assets, so as to bring maximum economic benefits to the operator or owner. In this process of reorganization, only the internal management mechanism and asset allocation of the enterprise change, and the ownership of the assets is not transferred, which belongs to the internal operation and management of the enterprise, so there is no legal relationship of rights and obligations with others.

External restructuring enables enterprises or enterprises to strip off non-performing assets and allocate excellent assets through the purchase and sale of assets (acquisition, merger), swap and other forms, so that the benefits of existing assets can be fully exerted, so as to obtain the greatest economic benefits. In this form of asset reorganization, the enterprise buys or sells part of the assets, or the enterprise loses the qualification of an independent entity, in fact, it is only the transfer of the ownership of the assets between different legal subjects, so the legal essence of this form of asset transfer is the purchase and sale of assets.

The way in which the reorganization is carried out.

Listed companies realize asset restructuring through the acquisition of assets, asset replacement, ** assets, leased or managed assets, donated assets, and the restructuring of corporate liabilities.

The specific work of asset restructuring includes:

The reorganization of the assets and liabilities of the enterprise occurs at the enterprise level and can be realized with the approval of the board of directors or the general meeting of shareholders according to the authorization;

The restructuring of enterprise equity generally needs to be reviewed or approved by the relevant competent authorities (such as the China Securities Regulatory Commission and the ** Stock Exchange) because it involves a change in the holder of shares or an increase in share capital, and the approval of the state finance department is also required if it involves state-owned equity.

There are several benefits to achieving asset restructuring.

1. Increase the rate of return on capital.

2. Avoid competition in the same industry.

3. Reduce related-party transactions.

4. Separate the assets that are not suitable for entering the listed company.

refers to. In the event of financial difficulties, in accordance with its with.

Matters in which an agreement is reached or a court ruling makes concessions.

Methods: 1) Paying off debts with assets;

2) Converting debt into capital;

3) Amending other debt conditions, such as reducing the principal of the debt, reducing the interest on the debt, etc., excluding the above two methods (1) and (2);

4) A combination of the above three methods, etc.

From. From the perspective of the enterprise, it refers to the relationship between the enterprise and other entities in terms of assets, liabilities or.

Adjustments between projects, so as to achieve an efficient allocation of resources.

According to the different objects of reorganization, they can be roughly divided into pairs.

The reorganization, right.

restructuring and restructuring of corporate equity. The restructuring of assets and liabilities is often associated with the restructuring of corporate equity. The restructuring of corporate equity is often pregnant.

East next to the right.

and the restructuring of liabilities.

Right. The restructuring includes the acquisition of assets

Assets, leases or.

Gifted assets, right.

The restructuring mainly refers to:

According to the different counterparties of debt restructuring, it can be divided into and with banks.

in between.

The asset restructuring is based on whether equity is involved.

And. It can be roughly divided into strategic asset restructuring and tactical asset restructuring. The above-mentioned restructuring of the assets and liabilities of the enterprise takes place at the enterprise level and is subject to authorization.

Or. Restructuring that can be achieved with approval, what do we call it? quot;Tactical asset restructuring", and the restructuring of the equity of the enterprise due to the change of share holders or.

In general, it is necessary to go through the relevant competent authorities (e.g.

And. Audits or approvals, involving:

It still needs to be passed. departmental approvals, the impact of such on the future direction of the business is usually huge, we call it"Strategic asset restructuring"。Strategic asset restructuring can be divided into two types according to the changes in equity.

Equity increases, equity decreases (

Three categories. Including debt restructuring and asset restructuring.

Legal analysis: The reorganization of the company's assets refers to the reasonable division and structural adjustment of the company's assets and liabilities, and the reorganization and setting of the company's assets and organizations through merger and separation.

Generally speaking, there are three modes of asset restructuring: one is the expansion of the reorganization, which is a way for the company to expand the scale of assets and business scope, including mergers and acquisitions of enterprises (including mergers), acquisition of companies, purchase of assets, acquisition of shares, joint ventures, etc.

Legal basis: "Measures for the Administration of Major Asset Restructuring of Listed Companies" Article 11 The business entity corresponding to the assets purchased by the listed company shall be a share **** or a limited liability company, and meet the other issuance conditions stipulated in the "Measures for the Administration of Initial Public Offering and Listing" The listed company and its controlling shareholders and actual controllers in the last 3 years are not being investigated by the judicial authorities for suspected crimes or are being investigated by the China Securities Regulatory Commission for suspected violations of laws and regulations, but, The suspected criminal or illegal acts have been terminated for 3 years, and the transaction plan can eliminate the possible adverse consequences of the behavior, and does not affect the accountability of the relevant actors, except for the municipal companies and their controlling shareholders and actual controllers who have not been publicly condemned by the ** exchange in the past 12 months, there are no other major untrustworthy acts, and there are no other major asset restructuring that may damage the legitimate rights and interests of investors as determined by the China Securities Regulatory Commission, or other circumstances that violate the principles of openness, fairness and justice.

Enterprise restructuring refers to transactions in which the legal structure or economic structure of an enterprise changes significantly outside of its daily business activities, including changes in the legal form of an enterprise, debt restructuring, equity acquisition, asset acquisition, merger, division, etc. Asset restructuring refers to the process of recombining, adjusting and allocating the distribution of enterprise assets between the owners and controllers of enterprise assets and economic entities outside the enterprise, or the process of reconfiguring the rights set on enterprise assets. Asset restructuring Wang Gao belongs to a kind of model of enterprise restructuring.

Legal basisArticle 172 of the Companies Act.

A merger of companies may take the form of an absorption merger or a new merger. The absorption of another company by one company is a merger by absorption, and the absorbed company is dissolved. The merger of two or more companies to create a new company is a new merger, and the parties to the merger are dissolved.

The difference between the two is that after the asset reorganization, the assets and liabilities of the original enterprise are only reclassified and combined, and they still belong to the original enterprise, and the ownership has not been transferred; After the merger, the assets and responsibilities of the original enterprise are transferred to the merged enterprise, and the ownership is transferred. Asset restructuring refers to the process of recombining, adjusting and allocating the distribution of enterprise assets, or reconfiguring the rights set on enterprise assets, carried out by the owner and controller of enterprise assets and economic entities outside the enterprise. Enterprise restructuring is the process of reconfiguring the capital, assets, labor, technology, management and other elements of the enterprise, building a new production and operation model, and enabling the enterprise to maintain its competitive advantage in the midst of changes.

Corporate restructuring runs through every stage of corporate development. Enterprise restructuring is the process of reorganization, rectification, and integration of enterprises with property rights and other debts, assets, and management structures, so as to improve the operation and management of enterprises as a whole and strategically, strengthen the competitiveness of enterprises in the market, and promote enterprise innovation.

Legal basisArticle 10 of the Measures for the Administration of Major Asset Restructuring of Listed Companies.

A listed company shall comply with the following requirements when implementing a major asset restructuring: (1) it shall comply with the provisions of the national industrial policy and relevant laws and administrative regulations on environmental protection, land management, anti-monopoly and so on; (2) It will not cause the listed company to meet the listing conditions; (3) The pricing of the assets involved in the material asset restructuring is fair, and there is no circumstance that damages the legitimate rights and interests of the listed company and its shareholders; (4) The ownership of the assets involved in the major asset restructuring is clear, the transfer or transfer of assets does not exist in the legal obstacles, and the relevant claims and debts are handled legally; (5) It is conducive to the listed company's ability to continue operations, and there is no situation that may lead to the listed company's main assets being cash or no specific business operation after the reorganization; (6) It is conducive to the independence of the listed company from the actual controller and its affiliates in terms of business, assets, finance, personnel, institutions, etc., and complies with the relevant provisions of the China Securities Regulatory Commission on the independence of listed companies; (7) It is conducive to the formation or maintenance of a sound and effective corporate governance structure for listed companies.