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How to operate the capital before listing.

How to operate the capital before the company goes public in 217

The listed company invests in the merged company, thus reorganizing it into a merger and acquisition of a subsidiary of the listed company. This kind of relative holding or absolute holding in the form of cash and assets shares can achieve the purpose of controlling other enterprises with a small amount of capital and being owned by me. 1. M&A

M&A means merger and acquisition, which generally refers to the property rights trading activities conducted by an enterprise in order to gain control of other enterprises under the action of market mechanism.

The purpose of M&A and reorganization is an important way to enliven enterprises and revitalize their existing assets. In China, M&A and reorganization of enterprises mostly adopt payment methods such as cash acquisition or equity acquisition.

The common ways of M&A and reorganization are:

(1) Fully accepting M&A and reorganization

That is to absorb the assets and debts of the merged enterprise as a whole, and then divest the assets after fully accepting them, revitalize the existing assets, liquidate the non-performing assets, and turn losses into profits through a series of reorganization work.

this method is more suitable for competitors with similar industrial relations, and may also be enterprises with upstream and downstream production chain relations.

due to the strong compatibility and good complementarity between the two parties, after the merger, the production scale is expanded, people, money and materials are not wasted, and the competition cost between competitors is reduced. It is also possible to buy without paying too much merger funds or even zero cash expenditure.

if the two parties to this merger are state-owned enterprises, they may also be supported by government policies such as bank loans and tax incentives.

On August 28th, 1995, Yizheng Chemical Fiber, the largest chemical fiber manufacturer in China, formally signed a contract with Foshan Municipal Government in the form of guaranteed debt, and obtained all the property rights of Foshan Chemical Fiber in the form of providing guarantee for its loss-making debt of RMB 1.81 billion, and paid off the land use fee of RMB 94 million in three years.

after the merger, Yizheng Chemical Fiber lost one competitor, expanded its overall scale and realized the complementary advantages of both parties.

(2) Stripping off non-performing assets

The acquirer only accepted the assets, technology and some personnel of the merged enterprise, and the merged enterprise used the transfer fee to appease the remaining personnel (selling off the working age) and disposed of the residual value of the enterprise to find its own way out.

this method can only be implemented if the acquirer has certain cash payment strength and does not need to bear the debts of the acquired party.

Harbin Longbin Winery has suffered losses year after year, with total assets of 14 million yuan in 1995. After obtaining the consent of Harbin Municipal Government, Sanjiu Group bought out all the property rights of the winery, and it will take at least 2 million yuan to build a similar winery. 2. equity investment

equity investment means that the investor owns the equity of the investee through investment, and the investor becomes the shareholder of the investee, enjoying the rights and interests in proportion to the shares held, and bearing the corresponding responsibilities and risks.

The common ways of equity investment are as follows:

(1) Transfer of tradable shares

The public tradable shares transfer mode is also called open market merger and acquisition, that is, the acquirer acquires the shares of listed companies through the secondary market, thus gaining control of listed companies.

what happened on the Shanghai stock exchange in September 1993? Baoyan storm? , opened the prelude to China's acquisition of listed companies through the stock market.

since then, there have been cases such as Shenzhen Vanke holding Shanghai Shenhua in Shanghai stock market, Shenzhen Wuji acquiring Feiyue Audio in Shanghai stock market, and Junan Securities holding Shanghai Shenhua for six times.

Although most mergers and acquisitions of listed companies are carried out in the developed western countries where the securities market is mature, it is not feasible to acquire listed companies through the secondary market in China. The main restrictive factors for this way are:

1) The ownership structure of listed companies is unreasonable.

Non-tradable state shares and limited legal person shares account for about 7% of the total share capital, and the proportion of tradable public shares is too small, which makes few target enterprises achieve the holding purpose through the transfer of public tradable shares.

2) The current laws and regulations have strict regulations on the acquisition of tradable shares in the secondary market.

The outstanding point is that in the acquisition, if an institution holds more than 5% of the shares, it needs to make an announcement within 3 working days and make an announcement for every 2% increase or decrease in the future.

in this way, every announcement will inevitably cause the stock price to soar, which will make the acquisition cost in the secondary market very high and take a long time to complete.

such high operating costs inhibit the use of such mergers and acquisitions.

3) China's stock market is too small, and there is a huge accumulation of funds on the periphery of the stock market, which makes the stock price too high. For the acquirer, it is sure to pay a large cost to succeed in the acquisition, which is often not worth the candle.

(2) Transfer of non-tradable shares

Transfer of equity agreement refers to the M&A behavior in which the M&A company acquires all or part of the property rights of the target company according to the transfer price of equity agreement, so as to obtain the controlling stake of the target company.

the objects of equity transfer generally refer to state shares and legal person shares. Equity transfer can be the transfer of equity from a listed company to a non-listed company or from a non-listed company to a listed company.

this model has obvious advantages in terms of feasibility, operability and economy because its object is clearly defined and convenient to transfer.

in 1997, there were 25 cases in which public shares were transferred by agreement in Shenzhen and Shanghai stock markets, such as Beijing Zhongding's acquisition of Baoshan in Yunnan, Haitong Securities (6837)' s acquisition of Guihua Tourism and Guangdong Feilong's acquisition of Chengdu Lianyi.

Among them, Zhuhai Hengtong acquired Shanghai Prism. On April 28, 1994, Zhuhai Hengtong Group Co., Ltd. spent 51.6 million yuan to acquire 12 million state shares of Shanghai Lingguang Co., Ltd. held by Shanghai Building Materials Group at the price of 4.3 yuan per share, accounting for 33.5% of the total share capital, and became the largest shareholder of Lingguang Company. Its purchase price is only one third of the secondary market price, and there is no need for repeated announcements in law.

The advantages of this method are as follows:

First, according to the current laws in China, when the institutional shareholding ratio reaches 3% of the outstanding shares, an offer should be issued. As the CSRC encourages this acquisition method and exempts it from the obligation of compulsory acquisition, it can easily hold more than 3% of the shares of listed companies without undertaking the obligation of comprehensive acquisition, which greatly reduces the acquisition cost.

second, at present, in China, the share prices of state shares and legal person shares are lower than the circulating market price, which makes the cost of merger and acquisition lower; The acquisition of non-circulating public shares by agreement can not only achieve the purpose of merger and acquisition, but also get the resulting? Price rent? . 3. M&A mode of absorbing shares < P > The owner of the merged enterprise invests the net assets of the merged enterprise as share capital and becomes a shareholder of the merged enterprise. After the merger, the legal entity status of the target enterprise no longer exists.

in December, 1996, the holding parent company of Shanghai Industrial invested HK$ 3.18 billion in five assets, namely Huizhong Automobile Company, Traffic Electric Appliance Company, Bright Dairy Company (6597) and Oriental Commercial Building, and subscribed for 162 million new shares of Shanghai Industrial at a price of HK$ 19.5 per share.

This move has strengthened the capital strength of Shanghai Industry and does not involve capital transfer.

Advantages:

First, there is no cash flow involved in M&A, thus avoiding the financing problem.

second, it is often used for holding parent companies to transfer their assets through listed subsidiaries? Backdoor listing? , circumventing the quota management of the current market. 4. Asset replacement reorganization mode

According to the future development strategy, enterprises replace the assets needed for their future development with assets that are of little use to their future development, which may lead to substantial changes in the property rights structure of enterprises.

Steel Transportation Co., Ltd. is a listed company controlled by Shanghai Transportation Group. Due to its long-term poor management, its performance has been poor over the years.

in December, 1997, the transportation group transferred its high-quality assets? 51% equity of Gaoke Company held by wholly-owned subsidiaries Jiaoji General Factory and Jiaoyun Group was replaced with the appraised assets of Steel Transportation Company at an equivalent price of 18,414,19 yuan, and the difference of 16.9 million yuan was used as the debt of Steel Transportation Company to Jiaoyun Group, thus achieving the purpose of strategic transfer of steel transportation company's industrial structure and management structure. The company was renamed as? Shipping shares (6676)? .

Advantages:

First, there can be no cash flow between M&A enterprises, and the acquirer does not need or only needs to pay a small amount of cash, which greatly reduces the M&A cost.

second, we can effectively adjust the stock assets, remove the assets that have little effect on the overall income of the company, and inject the high-quality assets of the other party or the assets that are highly related to our own industry, which can directly change the business direction and asset quality of the enterprise, and does not involve the change of enterprise control rights.

its main deficiency is that it is difficult to find a suitable replacement object under the condition of insufficient information exchange. 5. Joint venture mode after registration in Hong Kong

After registering a company in Hong Kong, domestic assets can be merged into Hong Kong companies, laying a solid foundation for the company to list in Hong Kong or abroad.

if the current business is poor, it is difficult to get liquidity, or it is difficult to get loans from domestic banks. You can choose to register a company in Hong Kong, use the company in Hong Kong as the unit to apply for loans or receive funds, and use domestic assets (factories, equipment, buildings, stocks, bonds, etc.) as collateral to apply for loans from Hong Kong banks, and then inject them into the joint venture company in the form of investment. When the opportunity is ripe, you can apply for overseas listing.

Advantages:

First, the products produced by the joint venture can easily enter the domestic or foreign markets and create brands, thus gaining a larger market share.

Second, Hong Kong companies are global operating companies. Their registered address is overseas, and their business locations are not limited. They can conduct business abroad or in various regions of China, and they can also set up offices, commercial offices and branches in various places.

Third, Hong Kong companies have no business scope restrictions, and can conduct import and export, re-export, manufacturing, investment, real estate electronics, chemical industry, management, brokerage, information, intermediary, agency, consultant and so on. 6. Share splitting

For high-tech enterprises, instead of pursuing the elusive listing financing, it is better to get the necessary blood for development and growth by splitting shares and exchanging shares for funds.

in fact, similar practices are common in western countries, even Microsoft in the United States took this road at the beginning? It is almost an inevitable process for high-tech enterprises to find capital partners and then launch products or technologies to achieve realistic profit returns before becoming listed companies. 7. leveraged buyout

The buyout company uses the operating income of the assets of the target company to pay the merger price or as a guarantee for such payment.

In other words, the acquisition company can merge any company of any size without having huge funds (to pay the fees of lawyers, accountants, asset appraisers, etc. necessary in the acquisition process), plus the amount of money borrowed from the assets and operating income of the target company as financing guarantee and repayment fund source. This acquisition method is named because it is similar to leverage in operation principle.

leveraged buyouts appeared in the United States in the 196s, and then developed rapidly, and became popular in Europe and America in the 198s. Specifically, leveraged buyout has the following characteristics:

First, the self-owned funds used by the purchasing company are insignificant compared with the total purchase price, and the ratio between the former and the latter is usually between 1% and 15%.

second, most of the acquisition funds are borrowed, and the lenders may be financial institutions, trust funds or even shareholders of the target company (the seller in the M&A transaction allows the buyer to pay the M&A funds in installments).

thirdly, the money used to repay the loan comes from the funds generated by the operation of the target company, that is, in the long run, the target company will pay its own selling price.

fourthly, the acquiring company does not bear the obligation of further investment except for investing very limited funds, and the creditors who lend most of the M&A funds can only claim compensation from the target company (the acquired company), but not from the real lender? Buy-out company claims.

in fact, the lender often has a guarantee on the assets of the acquired company to ensure the priority of repayment.

Galaxy Digital Power's acquisition of Hong Kong Telecom is a classic example of this capital operation mode. Galaxy Digital Power, headed by Superman Li Zekai, is only a small company compared with Hong Kong Telecom, a blue chip listed on the Hong Kong Stock Exchange.

Li Zekai used the acquired assets of Hong Kong Telecom as collateral to raise a large amount of money from several big banks such as Bank of China (61988) Group, thus successfully acquiring Hong Kong Telecom; After that, the operating income of Hong Kong Telecom will be used as the source of repayment. 8. strategic alliance mode

a strategic alliance refers to a loose network organization which is formed by two or more enterprises with equal strength. In order to achieve strategic goals such as * * * sharing the market and * * * using resources, the advantages are mutually beneficial, the risks are * * *, and the elements flow in two or more directions.

according to the mutual learning and transfer of the partners that form an alliance, * * * is different from the degree of knowledge creation, and traditional strategic alliances can be divided into two types? Product alliance and knowledge alliance.

(1) product alliance

In the pharmaceutical industry, we can see the typical product alliance.

The two ends of pharmaceutical business (research, development and distribution) represent exceptionally high fixed costs. In this industry, companies generally adopt the form of product alliance, that is, competitors or potential competitors distribute products with competitive characteristics to reduce costs.

in this cooperative relationship, short-term economic benefits are the biggest starting point.

product alliance can help companies seize the opportunity to protect themselves, and can also sell products in large quantities quickly and recover their investment by cooperating with other partners in the world.

(2) Knowledge alliance

Learning and creating knowledge is the central goal of the alliance, which is an important way for enterprises to develop their core competence; Knowledge alliance helps one company to learn the professional ability of another company; It is helpful for the two companies to complement each other's professional capabilities and create new cross-knowledge

compared with industrial alliance, knowledge alliance has the following three characteristics.