What is Asset Restructuring and Bankruptcy Protection?

From the perspective of property rights economics, the essence of asset restructuring lies in the adjustment of enterprise boundaries. Theoretically, there is a problem of optimal size of the enterprise. 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.

From the perspective of accounting, asset restructuring refers to the transaction behavior of an enterprise and other entities in the adjustment of assets, liabilities or owners' equity to achieve the effective allocation of resources. Asset restructuring can be roughly divided into the restructuring of enterprise assets, the restructuring of corporate liabilities and the restructuring of enterprise equity according to the different objects of reorganization. The restructuring of assets and liabilities is often associated with the restructuring of corporate equity.

The restructuring of corporate equity often precedes the next step of the new shareholder's restructuring of the company's assets and liabilities. The restructuring of enterprise assets includes the acquisition of assets, asset replacement, ** assets, leased or custodial assets, donated assets, and the restructuring of corporate liabilities mainly refers to debt restructuring, which can be divided into asset restructuring with banks and creditors according to the different counterparties of debt restructuring. Asset restructuring can be roughly divided into strategic asset restructuring and tactical asset restructuring according to whether it involves the stock and increment of equity.

The above-mentioned restructuring of the assets and liabilities of the enterprise is a restructuring that takes place at the enterprise level and can be achieved with the approval of the board of directors or the general meeting of shareholders according to the authorization. quot;Tactical asset restructuring"The restructuring of enterprise equity involves changes in share holders or an increase in share capital, which generally needs to be reviewed or approved by the relevant competent authorities (such as the China Securities Regulatory Commission and the ** Stock Exchange), and the state-owned equity also needs to be approved by the national finance department"Strategic asset restructuring"。Strategic asset restructuring can be divided into three categories: equity stock change, equity increase, and equity reduction (repurchase) according to the change of equity.

In practice, there are various forms of equity stock change, such as free transfer of equity, transfer of equity paid agreement, equity mortgage auction, placement of state-owned shares, listing in the secondary market, indirect equity acquisition, etc., and the increase of equity can be divided into three ways: allotment of non-monetary assets, merger by absorption and private placement of corporate shares, and equity repurchase can be divided into two forms: cash repurchase and asset repurchase according to different repurchase payment methods.

Let me tell you succinctly, asset restructuring is the strategic reorganization or tactical reorganization of scattered assets, which has achieved a reversal of the situation or transformation. Bankruptcy protection means that the enterprise has been losing money year after year, so that the lack of liquidity makes the enterprise unable to operate and cannot repay the debts caused by the loss, and it has to file a bankruptcy application as a last resort to protect the bankrupt enterprise from damage by law.

Legal Analysis: The concept is different. Bankruptcy protection refers to the legal procedures implemented on a debtor who already has a cause of bankruptcy to save the enterprise.

Bankruptcy reorganization refers to a legal system that specifically targets enterprises that may or have the cause of bankruptcy but have the hope of maintaining their value and revival, and through the application of all interested parties, under the auspices of the court and with the participation of interested parties, to carry out business restructuring to help the debtor get rid of financial difficulties and restore business capacity.

Legal basis: "Enterprise Bankruptcy Law of the People's Republic of China" Article 70 The debtor or creditor may, in accordance with the provisions of this Law, directly apply to the people's court for reorganization of the debtor. If a creditor applies for bankruptcy liquidation of the debtor, after the people's court accepts the bankruptcy application and before the debtor is declared bankrupt, the debtor or the old Li repentant who has contributed more than one-tenth of the debtor's registered capital may apply to the people's court for reorganization.

To file a bankruptcy application with the people's court, the bankruptcy application and relevant evidence shall be submitted. The bankruptcy application shall contain the following matters: (1) the basic information of the applicant and the respondent; (2) the purpose of the application; (3) The facts and reasons for the application.

Article 18 of the Enterprise Bankruptcy Law stipulates that the cause of bankruptcy, i.e., the boundary of bankruptcy, is that if an enterprise legal person is unable to pay off its debts due and its assets are insufficient to pay off all its debts or obviously lacks solvency, it shall liquidate its debts in accordance with the provisions of this Law.

Enterprise Bankruptcy Law of the People's Republic of China Article 1 This Law is enacted for the purpose of standardizing enterprise bankruptcy procedures, fairly liquidating creditor's rights and debts, protecting the rights and interests of creditors and debtors, and maintaining the order of the socialist market economy. Article 2 Where an enterprise legal person is unable to pay off its debts when due, and its assets are insufficient to pay off all debts or it obviously lacks the ability to pay off its debts, it shall liquidate its debts in accordance with the provisions of this Law.

Legal Analysis: First, the purpose of establishment is different. The former lies in saving the enterprise, and the latter in making the enterprise annihilated;

Second, the value function is different, the former actively prevents the debtor's bankruptcy and reflects the function of increasing the value of the bankrupt enterprise's property, while the latter reflects the function of redistributing the bankruptcy property and passively and fairly distributing the debtor's property;

Third, the specific measures are different. The former adopts some protective measures to carry out the necessary integration of the property, debts and business affairs of the enterprise, including additional investment, the postponement and reduction of the agreed performance of debts, the merger and division of the enterprise, etc., while the latter needs to carry out the distribution of the bankruptcy estate, mainly including auctions, forced sales, discounts** and other measures.

Legal basis: Article 70 of the Enterprise Bankruptcy Law of the People's Republic of China The debtor or creditor may, in accordance with the provisions of this Law, directly apply to the people's court for reorganization of the debtor.

Where a creditor applies for bankruptcy liquidation of the debtor, after the people's court accepts the bankruptcy application but before the debtor is declared bankrupt, the debtor or the investor whose capital contribution accounts for more than one-tenth of the registered capital of the debtor may apply to the people's court for reorganization.

First, the purpose of the establishment is different. The former lies in saving the enterprise, and the latter in making the enterprise annihilated;

Second, the value function is different, the former actively prevents the debtor's bankruptcy and embodies the function of increasing the value of the bankrupt enterprise's property, while the latter reflects the function of redistributing the bankruptcy property and passively and fairly distributing the debtor's property;

Third, the specific measures are different. The former adopts some protective measures to carry out the necessary integration of the property, debts and business affairs of the enterprise, including additional investment, the postponement and reduction of the agreed performance of debts, the merger and division of the enterprise, etc., while the latter needs to carry out the distribution of the bankruptcy estate, mainly including auctions, forced sales, discounts** and other measures.

1. Which claims are bankruptcy claims.

Enterprise bankruptcy claims first belong to the property of the bankrupt enterprise, and the claims that can be satisfied through bankruptcy proceedings can become enterprise bankruptcy claims as follows: 1. Fines, penalties and other related expenses imposed by administrative and judicial organs on the bankrupt enterprise; 2. After the people's court accepts the bankruptcy case, the late payment penalty for the debtor's unpaid amount, including the delay interest and labor insurance premium that should be doubled if the debtor fails to execute the effective legal documents; 3. Interest on debts after the declaration of bankruptcy; 4. Expenses incurred by creditors in participating in bankruptcy proceedings; 5. The equity of the bankrupt enterprise and the rights of the holder in the equity and the enterprise; 6. Creditor's rights declared to the liquidation group after the commencement of the distribution of the bankruptcy property; 7. Creditor's rights that exceed the statute of limitations; 8. The management fee and contract fee not collected by the debtor's start-up unit from the debtor.

2. Who will run the enterprise after bankruptcy reorganization?

After bankruptcy reorganization, the enterprise will be operated by the bankruptcy administrator. The duties of the bankruptcy administrator are mainly in the following five aspects:

1. Take over the bankrupt enterprise in an all-round way. After the debtor is declared bankrupt, it becomes a bankrupt, the enterprise legal person becomes a liquidation legal person, and all the property owned by the bankrupt person is regarded as the object of general execution, and all of them should be transferred to the bankruptcy administrator for management and disposal;

2. Custody and liquidation of the bankruptcy estate;

3. Carry out civil activities in the name of a bankrupt enterprise;

4. Liquidation of bankruptcy estate;

5. Handle the cancellation registration of the bankrupt.

Article 70 of the Enterprise Bankruptcy Law of the People's Republic of China provides that a debtor or creditor may, in accordance with the provisions of this Law, directly apply to the people's court for reorganization of the debtor.

Where a creditor applies for bankruptcy liquidation of the debtor, the debtor or the contributor whose capital contribution accounts for more than one-tenth of the debtor's registered capital may apply to the people's court for reorganization after the people's court accepts the bankruptcy application but before the debtor is declared bankrupt.