What is Asset Replacement? What is replacement contribution?

Asset replacement refers to the replacement of the sluggish assets of the listed company by the controlling shareholder of the listed company with high-quality assets or cash, or the replacement of non-main business assets with the main business assets, including the replacement of the whole asset and the replacement of part of the assets. After the asset replacement, the company's industrial structure will be adjusted and the asset situation will be improved.

Asset replacement is considered to be the fastest and most obvious of all types of asset restructuring methods, and is often used. Asset swaps of listed companies are very common.

Oh, you don't understand, I can tell you in layman's terms. Asset replacement often occurs in the process of a company's listing, a parent company after the completion of the acquisition of the subsidiary, sells its own superior projects or assets to the subsidiary, and then sells the subsidiary's non-performing business projects to a third party or itself, so that the shell of the subsidiary can be used to achieve the purpose of indirect listing! This is the seniority property exchange!

This is the most popular saying, I don't know if you understand it!

In the process of listing, the company will encounter some problems, such as the false contribution of intangible assets used for capital contribution or disputes or defects in the attribution of the job results used for capital contribution, and the usual way to deal with this is to replace the capital contribution. Today we will talk about what is capital contribution.

The so-called capital contribution replacement refers to the exchange of the property of the original capital contribution by the shareholder with currency or other property. For example, if the equity is originally contributed to the house price, but after the house has been transferred to the company's name, the shareholder transfers the property rights of the house back to his own name, and contributes capital to the company in a currency of the same value as the house, which is the capital contribution replacement.

The procedures for capital contribution replacement are divided into internal procedures and external procedures, and as far as internal procedures are concerned, it is necessary to take care of the shareholders' meeting's resolution, amendment of the company's articles of association, and capital verification and issuance of capital verification reports. As far as external procedures are concerned, it is necessary to report to the competent administrative department for industry and commerce for the record.

Company Law of the People's Republic of China

Article 17 When a company needs to reduce its registered capital, it must prepare a balance sheet and a list of assets.

The company shall notify creditors within 10 days from the date of making the resolution to reduce the registered capital, and make an announcement in the newspaper within 30 days. Within 30 days from the date of receipt of the notice, the creditor shall have the right to require the company to repay the debts or provide corresponding guarantees within 45 days from the date of the announcement.

Article 178:When a limited liability company increases its registered capital, the capital contribution subscribed by the shareholders for the new capital shall be implemented in accordance with the relevant provisions of this Law on the payment of capital contributions for the establishment of a limited liability company.

When the shares are issued to increase the registered capital, the shareholders subscribe for the new shares, and the relevant provisions of the payment of shares are implemented in accordance with the relevant provisions of this law.

This exchange of capital means that you give your property to others, and they give you funds.

The asset replacement behavior of listed companies is very common, and asset replacement is considered to be the fastest and most obvious way among all kinds of asset restructuring methods, and it is often used, after asset replacement, the company's industrial structure will be adjusted, and the asset situation will be improved. So what does asset swap mean?

1. Asset replacement refers to the replacement of the sluggish assets of the listed company by the controlling shareholder of the listed company with high-quality assets or cash.

2. Asset replacement refers to the exchange of assets on the balance sheet in order to make the assets in the best allocation state, obtain the maximum income or for other purposes in the reorganization of the company.

3. Replacement of non-main business assets with main business assets, including overall asset replacement and partial asset replacement.

Legal Analysis: There are the following ways:

1.The methods of asset divestiture include agreement transfer, auction, and **.

2.Net shell reorganization. The so-called net shell means that the restructured company has stripped almost all its original assets, including creditor's rights and debts, from the listed company, leaving only the shell of the listed company.

3.Asset injection is lacking. Asset injection is usually the majority shareholder of a listed company who gives his own assets to the listed company.

Legal basis: Company Law of the People's Republic of China Article 3 The company is a corporate legal person, with independent legal person property and legal person property rights. The company is liable for the debts of the company with all its property.

The shareholders of a limited liability company are liable to the company to the extent of their subscribed capital contributions; The shareholders of the shares are liable to the company to the extent of the shares they subscribe.

State-owned asset replacement refers to a financing method in which the state uses state-owned assets as collateral in exchange for social capital due to the needs of economic development. This financing method can effectively improve the financial structure of the enterprise, alleviate the financial pressure, improve the operating conditions of the enterprise, and improve the efficiency of the enterprise.

The implementation process of state-owned asset replacement mainly includes: first, the state should review the financial status of the enterprise to determine whether it meets the requirements of asset replacement; Second, the state should vigorously examine the status of the enterprise's assets to determine whether it meets the replacement requirements; Finally, the state should sign a replacement agreement, in which the rights and obligations of both parties should be clarified, and the land objects should be supervised and managed during the replacement process.

The replacement of state-owned assets is not only conducive to the optimization and improvement of the financial structure of enterprises, but also conducive to the increase of state fiscal revenue, thus contributing to economic development.