Enterprise Reorganization Plan

1. Business Reorganization Plan

According to the actual situation of the enterprise's production and operation business and in conjunction with the enterprise's restructuring goals, the company will adopt mergers, spin-offs, conversions, etc. method to reintegrate the original business scope.

2. Personnel reorganization plan

Refers to the placement of employees in the enterprise during the restructuring process, including the diversion of employees, the management of retired personnel, etc.

3. Asset reorganization plan

Based on the property rights definition results of the restructured enterprise and the asset assessment confirmation amount, determine the basic principles for the establishment of equity, including the ownership and disposal of the enterprise's net assets, and whether there is any increase. Quantitative asset investment, incremental asset investor status, etc.

4. Shareholder structure and capital contribution methods

Including details of the shareholder name, capital contribution proportion, capital contribution amount and capital contribution method of the enterprise after restructuring.

5. Brief introduction of shareholders

Including basic information of legal person shareholders and natural person shareholders. If there are other forms of shareholders such as employee stock ownership meetings, their specific composition, number of people, and amount of capital contribution must be detailed. , investment methods, etc.

6. The proposed direction of restructuring and corporate governance structure

Which enterprise form to choose, a limited liability company, a joint-stock cooperative or other forms.

The corporate governance structure refers to the organizational structure and powers of the enterprise after restructuring, including the highest authority, whether to establish a board of directors and a board of supervisors, executive directors, supervisors, and the establishment of operating management.

(4) Situation of subordinate enterprises

The number, specific list, economic nature and registration form (legal person, business) of subordinate enterprises. If a subordinate enterprise has a structure of more than two levels, that is, the first-level subordinate enterprise also has one or several levels of enterprises, the levels and structures must be listed in detail.

According to the requirements of "Enterprise restructuring, if the assets of its subordinate enterprises are included in the scope of restructuring, the restructuring registration must be completed together", legal persons, non-legal persons established wholly owned by the enterprise to be restructured, and those established jointly with others All associated enterprises must also participate in the restructuring work, and their restructuring plans can be formulated with reference to the above enterprise restructuring plans. Subsidiary enterprises (including joint ventures) that are not included in the scope of restructuring must first go through the formalities for change and transfer of affiliation and change registration. Enterprises that are controlled or invested by an enterprise that plans to restructure, and whose assets do not fall within the scope of the restructuring, must first go through the registration of equity changes and transfer their shares; if they are included in the scope of the restructuring, they only need to wait for the completion of the registration of the enterprise's restructuring to register a change in the name of the shareholder.

2. Asset reorganization method

The restructuring of the original enterprise, whether it is an overall restructuring or a partial restructuring, generally changes the enterprise from a single investment subject to a diversified investment that conforms to the modern enterprise system. main body. This diversification of investment entities can be achieved through the disposal of existing assets or through the investment of new capital. The above are collectively referred to as corporate restructuring. At present, there are mainly the following methods of asset reorganization in the process of enterprise restructuring:

1. Incremental absorption. All the existing assets of the enterprise are invested in the enterprise after the restructuring as part of the capital of the enterprise after the restructuring. The other registered capital relies on absorbing new shareholder investment, that is, the capital increment relies on external injection. This reorganization method is suitable for enterprises with clear original assets, single investment entities, good corporate development, and short of funds.

2. Net asset cutting. After the enterprise evaluation is completed, the net assets are intended to be used as the registered capital of the restructured enterprise. No new capital is required to be injected, so part of the net assets can be cut off and sold to other enterprises, individuals or employees of the enterprise. At this time, although the company's existing assets have not moved, the asset holders have changed, so the company's assets have changed from single to multiple.

According to the "Notice on Several Opinions on Further Accelerating the Reform of State-owned Small Enterprises in this Municipality" (Jingzhengbanfa (1997) No. 50) forwarded by the General Office of the Beijing Municipal People's Government and the Municipal Sports Commission and the Municipal Economic Commission and the Beijing Municipal People's Government The General Office of the Government forwarded the "Notice on Further Accelerating the Supplementary Opinions of State-owned Small Enterprises in this Municipality" (Jingzhengbanfa (1998) No. 43) of the Municipal Sports Commission and the Reform Commission. Enterprise employees can enjoy corresponding benefits when purchasing the assets of state-owned small enterprises. preferential policies.

3. Selling with zero or negative assets. After evaluation, if the net assets of the enterprise are zero or negative, the original asset holder (sponsor) can transfer the enterprise and its liabilities to the new shareholders in a zero-value manner. The new shareholders will also inherit the assets accordingly while obtaining ownership of the assets of the enterprise. Liabilities of the business. After the new shareholder purchases the enterprise, he must invest in the newly purchased enterprise, and the sum of his investment shall be used as the registered capital of the enterprise after restructuring.

4. Disinvestment in leasing. After the asset appraisal of the original enterprise is confirmed, the original sponsor (investor) will recover all tangible assets and bear the claims and debts of the original enterprise, and provide intangible assets such as goodwill, name, and trademark to the new shareholders for a fee. Shareholders need to invest in the enterprise, and the sum of the investment is used as the registered capital to complete the restructuring and registration of the enterprise.

5. Equity investment. Shareholders invest their equity in another enterprise into the restructured enterprise. This method belongs to the equity investment of new capital investment, and is more common in the registration of partial restructuring into a joint-stock company.

6. Debt-to-equity swap. When an enterprise is restructured, creditors may convert their claims into investments in the enterprise with the consent of other shareholders. It itself changes from a creditor of the enterprise to a shareholder of the enterprise.

However, creditors who are not qualified as investment entities, such as banking financial institutions, capital verification, appraisal and other intermediaries, cannot convert debt into equity.

These reorganization methods can be used individually or in a variety of reorganization methods. Enterprises can choose to use them according to their own circumstances and conditions.