China Renmin University Business School, China Renmin University State-owned Enterprise Reform and Development Research Center, and Beijing Zhiben Entrepreneurship Management Consulting Co., Ltd. recently jointly released the Annual Report on the Reform and Development of State-owned Enterprises in China (20 19) (hereinafter referred to as the Report). In 20 18, nearly 3,000 state-owned property rights transactions were listed on 35 large state-owned property rights exchanges nationwide, involving nearly a sum of money. Compared with 2065438+2007, there are 1 150 mixed reform projects of state-owned enterprises implemented by means of property right transfer or capital increase, and188.2 billion yuan, which largely confirms the accelerated trend of mixed reform of state-owned enterprises.

However, while the reform entered the fast lane, many mixed reform projects were frustrated halfway. Some experts interpreted the above report on May 1 1. According to the data of 40 property rights exchanges in China, the transaction rate of mixed reform and capital increase projects is around 35%. The reasons for the failure of mixed reform and capital increase are unclear motives, uncertain prospects and unsmooth equity setting. On the issue of equity setting, the report believes that mixed reform enterprises should be considered in four aspects: the level of mixed reform, the nature of state-owned enterprises, the strategy of state-owned enterprises and the incentive mechanism.

Mix and change into the fast lane

According to the previous disclosure of China Property Rights Association, in the whole year of 20 17, 50 mixed reform projects were completed by capital increase or property right transfer, with a total transaction amount of188.2 billion yuan. In contrast, the heat of 20 18 mixed reform transaction has increased significantly. According to the report, in 20 18, 2809 state-owned property rights transactions were listed on 35 state-owned property rights exchanges nationwide, involving an amount of about 496,543.88+08 billion yuan and a turnover of about 395.8 billion yuan.

Among them, Beijing, Tianjin, Shanghai and Chongqing, as the property rights trading institutions of central enterprises, are the main positions of state-owned property rights trading in China. According to the statistics of the report, the number and amount of state-owned property rights transactions listed on the above four exchanges account for 79% and 77% of the number and amount of state-owned property rights listed in the country respectively. In addition, equity transfer is the main way of publicly trading state-owned property rights. The report shows that among the 35 large-scale state-owned property rights exchanges, there are 2439 equity transfer projects, accounting for 86.8%.

In addition to the disclosure of property rights transaction data, the reform trend of state-owned enterprises in various places also means that mixed reform has entered the fast lane. According to the Report, Tianjin, Shanxi, Liaoning and Shandong all launched large-scale mixed reform projects of state-owned enterprises. Among them, Shanxi launched181batch high-quality mixed reform project, involving equipment manufacturing, energy, aviation, water supply and so on. Liaoning has made new progress in mixed reform at the group level. According to the report, among the 1 12 mixed reform projects launched in Liaoning since 20 18, 10 enterprises started mixed reform at the level of group companies.

In the mixed reform of Tianjin, it is a prominent feature that state-owned enterprises give up absolute controlling rights. For example, Tianjin Construction Engineering Group was restructured, and Shanghai Greenland Group acquired 65% of its shares for 1 485.9 billion yuan. The company was transformed from a wholly state-owned enterprise into a mixed-ownership enterprise with private capital holding. For another example, Jushi Holdings Co., Ltd., a private enterprise, acquired 0/00% equity of Tianjin Fisheries Group/KLOC, which was the first case in which Tianjin's state-owned assets were completely withdrawn. According to the analysis of the report, the phenomenon that state-owned assets give up absolute controlling rights mainly occurs in fully competitive fields such as medical care and construction engineering, while in areas of insufficient competition, state-owned assets still mainly retain absolute controlling rights.

In addition, funds that are conducive to inciting investment have also become a positive force to participate in the mixed reform of local state-owned enterprises in East China. The report shows that Shanghai Chengtong Equity Investment Fund Management Co., Ltd. established a mixed investment fund with a total scale of 30 billion yuan on 20 18 and 10. 2065438+In July 2008, Zhejiang cooperated with China Chengtong, Guo Xin International and Industrial and Commercial Bank to set up the first phase of Zhejiang State-owned Enterprise Reform and Development Fund with the scale of10 billion yuan.

Optimize the design of equity structure

"Of the 40 property rights exchanges, 99 have successfully increased their capital, and those that have failed to increase their capital. After a period of listing, about 183 companies were delisted because they failed to get married smoothly. The probability of overall success is 35%. " Liu Bin, Chairman of Zhiben Venture Management Consulting Co., Ltd., introduced such a set of data when reading the aforementioned report at the second China State-owned Enterprise Reform and Development Forum. According to his analysis, most enterprises frustrated by mixed reform have problems such as unclear motives, uncertain prospects and unsmooth equity setting. Mixed reform with six characteristics, such as clear strategy, scientific ownership structure, proper investor selection, reasonable and standardized transaction pricing, incentive design at the core level and innovation of supporting mechanism, is more likely to succeed.

Among them, the problem of equity setting is a difficult problem encountered by many enterprises in the process of mixed reform. The report holds that four factors, namely, the level of mixed reform, the nature of state-owned enterprises, the strategy of state-owned enterprises and the incentive mechanism, affect the design of the shareholding structure of mixed reform enterprises, and should be considered comprehensively according to these four conditions when setting up the shareholding of mixed reform enterprises.

For example, from the perspective of mixed reform, for enterprises that implement mixed reform at the group level, if the competitiveness of state-owned enterprise groups is not strong, state-owned assets should be mainly equity participation, and basic control should be maintained moderately; If the state-owned enterprise group is large, it should hold shares first and reduce the proportion of state-owned shares in stages; If state-owned enterprise groups need to maintain the control of state-owned capital, it is suggested to set up a shareholding structure dominated by the relative dispersion of other shareholders. For enterprises that implement mixed reform at the subsidiary level, the report suggests that in the mixed reform of subsidiaries belonging to the main business scope of the group, state-owned capital should be dominated by the relative holding of equity diversification; In the mixed reform of subsidiaries belonging to the group's non-core industries or exiting industries, state-owned capital should mainly participate in shares.

For another example, considering the nature of state-owned enterprises, the report believes that listed enterprises that implement mixed reform need to strictly control liquidity risks, strictly control the safe proportion of state-owned capital relative holdings, and avoid the loss or weakening of state-owned assets control rights; In addition, the control of state-owned assets can be guaranteed through a concerted action plan and a reasonable governance mechanism. In addition, the report also suggests that the ownership design of mixed-reform enterprises should avoid the dual structure of equal or close ownership structure and potential control conflicts, and strive to take into account the interests of many parties and have a reasonable structure.

According to the speech made by the Secretary-General of the State-owned Assets Supervision and Administration Commission of the State Council on May 1 1/at the second China State-owned Enterprise Reform and Development Forum, there are 2,880 state-owned enterprises and local state-owned enterprises currently undergoing mixed reform, and the fourth batch of mixed reform pilot list will be announced soon. Regarding the trend, the report believes that the mixed reform at the central and local levels will enter an accelerated period, and comprehensive reforms including the state-owned assets management system, corporate governance institutions, market-oriented operation mechanisms, and incentive and restraint mechanisms will also be accelerated.