Abstract: asset restructuring of listed companies is an inevitable phenomenon in the process of development of securities markets, due to the imperfections of China's securities market development and other related reasons, the listed companies in asset restructuring process. In this paper, the characteristics of the asset restructuring of listed companies to analyze the issues related to the reorganization of assets, and on this basis, it puts forward corresponding countermeasures.
Keywords:: listed company; assets reorganization; problem; countermeasures
One, the characteristics of the asset restructuring of listed companies in China
(1) The purpose of reorganization and promoter of diversification
From the real situation of the asset restructuring of listed companies in China, the purpose of reorganization and specific promoters tend to be diversified and are mainly the following: (1 in order to maintain the financing capacity of local enterprises, the balanced integration of local businesses, local government-led asset restructuring, (2 listing of the Company Shareholder as to make the company keep the allotment Option or of PT, ST, carry out asset replacement or take the initiative to seek mergers and acquisitions each other; (3) non-listed companies for conservation financing of the economic costs and time costs to purchase listed companies in the state-owned shares corporate equity and become the largest shareholder in the company to achieve the purpose of backdoor listing, (4) to scale up quickly, creating economies of scale, or even to create a monopoly in a dominant position in the same competition in the industry, some powerful enterprises (mostly powerful combination of traditional industries and enterprises) to expand the industry characterized by strategic mergers and acquisitions, and (5) to make stock speculation has a theme, seek excess profits on the secondary market, the co-operation of listed companies and institutional investors with speculative nature of the reorganization of assets, or even fake mergers, false reorganization.
(2) change of equity along with a large number of asset replacement
Replacement of assets in real terms in the asset restructuring of listed companies is the local government and the new controlling shareholder will own the original high-quality assets, directly or indirectly, in exchange for the poor quality of assets of listed companies accumulated Clearly, the replacement of assets are generally non-equivalent transactions. Of course, there are some companies actively into the listed company of its assets and profits, its immediate goal is to obtain access to capital markets channel. A large part of asset restructuring around the "Paul Shell Paul with a backdoor shell.
The essence of the protection shell protection with a backdoor shell" is the use of this shell resources of the listed company from the stock market to obtain low-cost, low responsibilities funds. (4) the reorganization of assets in the equity transfer are basically cash completed.
Government in the reorganization of assets plays an important role in the role of government is reflected in three aspects: First, the decision to transfer state-owned shares or state the nature of corporate shares; is to help listed companies seeking restructuring partners, the three parties "to the restructuring policy , such as the previously mentioned non-equivalent transactions, compensation, and so on.
Second, the asset restructuring of listed companies
Government intervention in too deep
First, the Government of its direct deep grasp of high-quality state-owned assets with the poor quality of assets of listed companies replacement is irresponsible to state-owned assets, will result in the loss of state assets. Second, the government contributed to other enterprises will be injected into the listed high-quality assets and profits company and commitment to tax land requisition, licensed the right to operate, and major construction projects as a return to the preferential policies, which will be planted for future disputes fuse again, some local governments to make every possible effort to promote private enterprise to take over the financial difficulties listed companies, self-righteous, "the use of private enterprises, the results but instead by private enterprise" use ", because some private enterprises listed companies to the financial difficulties of the" blood transfusion ", it is precisely from the stock market" vampire ". Therefore, the Government listed corporate restructuring, it should be a correct understanding of their role, can not be too much involved.
Recombination of short-term
Substantial reorganization of assets refers to the injection of assets is good, and inject assets is to generate profits, or injection of assets in line with a major reorganization of assets to a series of provisions, does not bring significant related party transactions, nor lead to uncertain earnings of listed the company's reorganization of assets and multiple forms of light in real terms, its real purpose is not the long-term development of the listed companies to enhance short-term performance of listed companies, in order to achieve the purpose of the losses of the protection shell and placing, and thus to obtain cheap funding from investors, or through listed company acquired the parent company of the so-called "quality" assets to cash, or reorganization of the hype as a theme in the secondary market, the intention of manipulating stock prices to make huge profits after the reorganization of the vast majority of our listed companies are almost there "a good, two level, three losses "phenomenon, that is the first year after the reorganization of corporate profits increased sharply in the second year of performance of the company will gradually decline in the third year back to the level before the reorganization or worse.
(3) non-equivalence of related party transactions widespread
China's accounting standards to determine there is no clear provisions on the prices of related party transactions and lead to related party transactions in China pricing method is a bit confusing, and has brought great difficulties to the creditors, investors and the public to judge, and also open pricing system related party abuse the door.
(4) disclosure of information is untrue, inaccurate, incomplete
Securities products are information products, shall be in accordance with the prices they informed investors, listed company status and other information to determine its value, thus determining the direction of investment, securities investment must be thorough information disclosure from China's actual situation, the related party transactions by listed companies a considerable part of assets other than the goods purchase and sale transactions, such as the transfer of shares, assets and collateral, hosting and leasing, but the disclosure of listed companies in this area is very is not standardized. many companies did not disclose the related party transfer of assets through asset evaluation, even if the disclosure only evaluated did not specify an assessment agency, some only after the disclosure of assets, restructuring of the equity changes and no description of the funds raised. Listed companies' information disclosure of the authenticity, accuracy, completeness can not be guaranteed.
Laws and regulations are not perfect The reorganization of assets is a kind of market behavior, deserves the support of the laws of market economy.
The market economy is a legal economy, only in a good legal environment, the reorganization of assets to the healthy development, in order to ensure effective allocation of resources to prevent waste of resources, although China has introduced the << Securities Act >> assets reorganization law has not yet formed a complete system and the lack of regulations between the whole and the level of coordination, there has been no legal basis for many aspects of the situation in the restructuring activities, and some areas have multiple rules, inconsistencies. Share http://eng.hi138.com
three free paper download center, improve the performance of the company's assets reorganization suggestions
(1) improve the functionality and architecture of the stock market
First, there are plans to expand the size of the stock market, expand direct financing market, of course, when the stock market expansion, and the stock market needs a balanced development of the appropriate time, the state-owned shares to the market. Third, actively and steadily develop the pension funds, insurance funds, trust funds and other institutional investors.
(2) as soon as possible from reducing state shareholding, to speed up the flow of non-tradable shares, to adjust the ownership structure
Listed in the corporate governance structure in China, the core and the key is irrational ownership structure, the high proportion of state-owned shares. Other aspects of the problem can be said more or less with the problem of excessively high proportion of state-owned shares, and therefore the reduction of state-owned shares is inevitable line.
State-owned shares of listed companies to make the company's outside directors increases, this improvement the board structure is conducive to play the independence of the functions to cut off the internal control relationship between the board members and managers, making the state-owned shares decline in the proportion of non-state equity ratio increased easy to realize the goal of investment diversification. state-owned shareholders, social and corporate shareholders and the social balance of power between individual shareholders will be broken, accordingly, the company's board of directors, supervisors, managers structure also greater changes, new checks and balances can be formed.
(3) regulate related party transactions
Regulate related party transactions, the reorganization value of the assets to be fair, scientifically determine the fair value is the price of the buyers and sellers in the market economy under the conditions of fair exchange reached, there is usually an independent third party assessment to determine the norms of related party transactions, to determine the fair price should focus on resolving the following issues: First, clean up the market environment. objectivity and fairness of the intermediaries. accounting treatment. the same time, regulate related party transactions must also strengthen the disclosure of related party transactions.
4 improve the disclosure of the legal system, and resolutely crack down on false reorganization by the acquisition of market manipulation
Acquisition of information disclosure system mainly consists of two parts: First, the disclosure of ownership information, and offer information disclosure. << Securities Law in China >> require more than 5% of the equity shareholding interest disclosure, do not ask to purchase intent or not, are simple disclosure only when the event of a tender offer, the acquirer to disclose specific information relating to the acquisition. But in fact, because the cost of the tender offer is too high on the secondary market, China still does not happen with the tender offer, on the contrary, and more to focus on the bid or an agreement to acquire the holdings information disclosure system is not perfect and tight, leaving greater room for operating stock holding information disclosure system should be involved in the acquisition of Details of the background, sources of cash, as well as the development company of the Offeror after the takeover plan.
(5) to strengthen legal construction, modify and improve the relevant laws and regulations
China's method of asset restructuring legislation and related legal system clearly lags and imperfect, and regulations as a whole and the level of disharmony. For China's current situation, the regulatory body should establish and improve the asset restructuring of listed companies accounting norms system, such as asset valuation standards and ethical principles, the implementation agency of evaluation of the assets employed by the minority shareholders of the normative procedures of the major asset restructuring of listed companies, improve the delisting mechanism of the listed companies to enhance the overall quality of listed companies.
The correct positioning of government behavior and function
Government should withdraw from the role of the restructuring of specific operations, and should be used as breeders of the asset restructuring of the market mechanism, the establishment of relevant laws and regulations of the reorganization of assets, to prepare the reorganization rules, arbitration restructuring conflict, to compensate for market failure, so that the support of the Government in the reorganization of assets and promote the function located in the guidance, support, specifications, supervision and services.
References:  Shao Jianyun asset restructuring of listed companies of Practice [M].
Beijing: China Development Press, 2009  Lin, Guo Li flowers.
Related party transactions in the asset restructuring of listed companies in China and countermeasures [J]. Xinjiang Finance, 2006, (01). Share Free paper Download Center http://eng.hi138.com