2. "Asset reorganization" is a concept related to M&A, which is a general term for M&A, acquisition, custody, asset replacement, backdoor acquisition and shell purchase. But in fact, in most cases, the content of "asset reorganization" of listed companies has already exceeded the scope of "assets", such as the change of control rights of listed companies. As long as the assets are not injected and divested, it will not lead to the reorganization of assets, but only the change of the company's shareholding structure. In the typical reorganization mode, that is, the replacement of "net assets", it involves not only the reorganization of assets owned by the company, but also the reorganization of debts. It can be seen that "asset reorganization" commonly used in the market is not an economic concept with clear boundaries, but a general term with vague boundaries, which expresses all major non-operating or abnormal changes of listed companies. The ambiguity of concept not only leads to the ambiguity of investors, but also leads to the nonstandard reorganization operation, especially the disclosure of reorganization information. Therefore, we think it is necessary to narrow the conceptual boundary of "asset reorganization" and return to its description of internal resource adjustment of enterprises or simple adjustment, transaction and replacement of items on the left side of balance sheets between enterprises. For listed companies established in accordance with the Company Law, the concept of "corporate reorganization" with clear legal boundaries should be introduced, and corporate reorganization should be divided into several acts that can be clearly defined by law, such as acquisition, merger and custody. Asset reorganization is the adjustment of resources at the asset level. Assets are generally understood as economic resources owned and controlled by enterprises and can be measured in money. It includes both tangible assets and intangible assets; It not only includes all kinds of individual assets, but also includes a group of profitable asset consortia, that is, overall assets. Asset reorganization refers to the reorganization of industrial capital, financial capital, property right capital and intangible capital through the mutual adjustment and change of these economic resources between different enterprises or within the same enterprise with the purpose of maximizing asset appreciation. The purpose of asset reorganization is to make full use of management resources to cope with the increasingly fierce market competition, so as to obtain profits and maximize the return on investment of shareholders. The result of asset reorganization is the change of the form and quantity of assets owned by enterprises. Enterprise reorganization has a broader meaning. "Enterprise" is a series of contractual connections to reduce the transaction cost of the market, that is, the enterprise replaces the elements of the market price mechanism with a certain contractual way, and the enterprise is a small-scale planned economy. Enterprises are the connection of contractual relations, which are manifested in certain enterprises: the relationship between owners and enterprises, the relationship between enterprises and assets, the relationship between enterprises and employees, the relationship between enterprises and creditors and debtors, and the business relationship between enterprises and customers. When the efficiency of "enterprise" resource allocation and the efficiency of market-oriented resource allocation change dynamically, it may be necessary to readjust these contractual relationships. This adjustment process is enterprise reorganization. From this perspective, enterprise reorganization is a broader concept than asset reorganization, which includes the reorganization and allocation of ownership, assets, liabilities, employees, business and other elements of an enterprise, as well as the adjustment of their mutual combination and function. The highest form of enterprise reorganization is the adjustment of its property right relationship. From the practice in recent years, enterprise merger, enterprise acquisition, enterprise reorganization, shareholding system reform, optimal combination of enterprises in industries or regions, authorized operation of state-owned assets, asset adjustment of enterprise groups, enterprise dismantling and bankruptcy disposal all belong to the category of enterprise reorganization. Corporate restructuring has both economic significance and legal scope. In China, the original meaning of the word "assets reorganization" is to reorganize the assets of state-owned assets or state-owned enterprises. Because of the consistency of the ultimate property rights of state-owned enterprises in the state-owned economy, the simple transfer, differentiation and combination of administrative assets have become the whole content of reorganization. This kind of non-market reorganization with material as the main adjustment object cannot be called enterprise reorganization in the full sense, because its focus is on the optimization of the overall structure of the state-owned economy, and its operation is manifested in the administrative adjustment of the allocation and management of state-owned assets within the state-owned economic system. Generally speaking, it does not involve the change of state-owned assets and the ultimate property rights of state-owned enterprises. Therefore, the reorganization of state-owned assets is not a simple reorganization of enterprises, nor a complete reorganization of enterprises, nor a pure independent market behavior of micro-enterprises, but a reorganization of the whole state-owned assets. It should be pointed out that when the state-owned economy occupies an absolute dominant position in the whole national economy, the reorganization of state-owned assets has been given more contents of macroeconomic structural adjustment, involving industrial structure, industrial organization structure and regional economic structural adjustment. It should be said that the traditional concept of asset reorganization is inappropriately "macro" because of its special economic background, and it is precisely because of this that it has brought many conceptual misunderstandings and semantic confusion. With the development of the non-public economy, the shareholding system reform of state-owned enterprises, the diversification of enterprise property rights and the reform of enterprise employment mechanism, the connotation of "reorganization" has only changed from simple "asset reorganization" to the reorganization of all elements of enterprises, and the administrative nature of the reorganization method has gradually faded. The clear diversified property rights structure and standardized corporate governance structure of listed companies make reorganization an important means to innovate enterprise system, adjust the allocation of enterprise elements and improve enterprise efficiency. With the improvement of the market-oriented living environment of enterprises, the competitive relationship between enterprises as different stakeholders has been established and become increasingly fierce, which makes the asset adjustment between enterprises go beyond the traditional simple "asset" reorganization. Diversified property rights structure and the development of capital market provide the possibility for property rights reorganization. The business philosophy of capital appreciation makes the transformation of asset forms and the adjustment of business structure increasingly frequent, while the market-oriented employment mechanism makes the allocation of human resources and the adjustment of allocation mechanism more convenient. In order to gain and strengthen competitive advantage, enterprises constantly adjust their various levels and components. In the face of so many levels of enterprise factor adjustment and changes in adjustment methods and means, it is not comprehensive to simply use "asset reorganization" to summarize. To some extent, this is one of the reasons for introducing the reorganization of listed companies into the misunderstanding of simple financial game of asset sale and transfer. Excerpt from Zhongjing. com