How to understand the original restructuring and reorganization of enterprises that are subject to c

What do you mean? Is it the family's debts, or the family's financial income and expenditure management, or the distribution of family members' expenses?

Shanlin Financial believes that first, the degree of marketization of mergers and acquisitions has been continuously improved, and third-party issuance with full game and strong binding force has become the mainstream. The second is the supply-side reform of mergers and acquisitions and restructuring services, helping to reduce production capacity and inventory, and promote industrial transformation and upgrading. The third is to promote technological upgrading through mergers and acquisitions and promote the development of strategic emerging industries.

Fourth, mergers and acquisitions will boost the reform of state-owned enterprises and support state-owned enterprises to become better and stronger. Fifth, mergers and acquisitions serve the national poverty alleviation strategy. Sixth, mergers and acquisitions and restructuring services for the construction of the "Belt and Road" and support listed companies to enhance their international competitiveness.

The reform and regulatory measures of the China Securities Regulatory Commission to promote the marketization of mergers and acquisitions have achieved positive results, the degree of marketization has been continuously improved, the market order has been further standardized, and the mergers and acquisitions market has continued to play a greater role in promoting the development of the national economy.

Mergers and acquisitions generally refer to mergers and acquisitions. Merger is also known as absorption merger, that is, two different things merge into one for some reason. Refers to two or more independent enterprises that merge to form a single enterprise, usually by a dominant company absorbing one or more companies.

Acquisition refers to the economic behavior of a company to obtain a certain degree of control over other companies through property rights transactions in order to achieve certain economic goals. Acquisition is a form of capital management of enterprises, which has both economic and legal significance. The economic significance of an acquisition refers to the fact that the operational control of an enterprise changes hands, and the original investor loses the operational control of the enterprise, which is essentially to gain control.

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. M&A and reorganization is M&A + reorganization, which generally refers to the reallocation of assets after a company's merger or acquisition is acquired. Several concepts partially overlap and contain relationships. ‍‍

Merger: It is the act of obtaining the property rights and control of other enterprises through the property rights transaction, and the enterprise that transfers the property rights after the transaction loses its legal personality, which is equivalent to an absorption merger. Acquisitions:

It is the purchase of assets or equity of another enterprise by one enterprise. In practice, one concept that can be easily confused with mergers and acquisitions is restructuring. When a merger or acquisition occurs, there must be a change in the controlling stake (or ownership structure) of the enterprise.

The scope of corporate restructuring is much broader than that of mergers and acquisitions, and when a restructuring occurs, a change in the controlling equity of the enterprise does not necessarily occur. Type of M&A: It aims to strengthen the main business within a moderate range by optimizing the allocation of resources, so as to achieve synergies and resource complementarity effects of industrial integration, and achieve the purpose of adding value through resource integration. ‍‍

(1) Investigate and collect materials.

Conduct a comprehensive investigation and mapping of the economic benefits, assets and financial conditions, internal organizational conditions, personnel status, social conditions of the enterprise, product technology and equipment, and enterprise management status of the reorganized enterprise.

2) Clear ideas and design schemes.

Establish a leading group for enterprise reorganization, organize competent personnel, and begin to analyze the internal and external status quo and problems of the enterprise. Clarify the purpose and basic idea of corporate restructuring. On this basis, we began to formulate a series of restructuring documents such as the implementation plan of enterprise reorganization, the articles of association of the company, the articles of association of the group, and the supporting plan.

3) Employees discuss and report for approval.

The implementation plan is submitted to the employees for discussion, the reorganization principles and steps are told to the employees, the opinions of the employees are listened to, and the employees are mobilized and educated at the same time, and the senior and middle-level managers of the enterprise are classified and trained to unify their ideological understanding. The "implementation plan" will be sent to the relevant departments to listen to opinions, and in the guidance and help of the relevant departments to finally revise the plan, submitted to the State-owned assets supervision and administration for approval.

4) Clearing assets and verifying capital, and defining property rights.

In accordance with the relevant provisions of the state, carry out the work of clearing assets and verifying funds, and carry out asset inventory, inventory, and registering. Accurate valuation of assets ready for reorganization. Define property rights, liquidate creditor's rights and debts, verify the amount of property occupied by enterprise legal persons, divide operating assets and non-operating assets, and remove and strip three types of assets (non-main business assets of enterprises, idle assets and effective assets of closed and bankrupt enterprises) and non-operating assets from the total assets.

5) Propose to reorganize the equity structure of the enterprise.

In the reorganization of enterprises, it is necessary to determine a scientific and rational shareholding structure and establish a standardized modern property rights system in order to determine the diversification of property rights, whether state-owned shares are controlled, participated in or completely withdrawn, and how to determine the equity ratio of social legal person shares and employee shares.

6) Determine the restructured assets through the property rights trading market**.

The disposal of state-owned assets must enter the public transaction of property rights trading institutions established in accordance with the law, and must not be traded privately, and must fully disclose property rights transfer information, widely solicit transferees, and use market-oriented means such as agreements, bidding, and auctions to determine the restructured assets.

7) Handle the delivery of property rights and legal procedures.

According to the "Property Rights Transfer Contract", the property rights shall be handed over, and then the "Transaction Confirmation" issued by the property rights trading institution shall be held to handle the procedures for the change of industry and commerce, land, property rights, etc.

8) Issuing a restructuring announcement.

During the above process, involving the corresponding ** should be suspended, and regular announcements, you can only say that the big rise can only be the restructuring before the suspension of well-informed funds into the market, or after the restructuring of the completion of the resumption of the institution to cause a few consecutive one-word limit.

In recent years, especially since the implementation of the "going out" strategy, the outward foreign direct investment of Chinese enterprises has maintained a rapid growth trend. In 2002, in the first year after China's accession to the WTO, China's foreign direct investment reached $2.7 billion. In 2013, this figure increased to US$107.8 billion, an increase of nearly 40 times in 12 years, and it has been ranked among the world's top three foreign investors for two consecutive years.

The data show that since 1992, China's actual utilization of foreign capital has grown rapidly, while the development of foreign direct investment has been slow, and the gap between the two has gradually widened. However, since 2003, China's actual use of foreign capital and outward direct investment have developed rapidly, but the gap between the two has begun to narrow.