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Enterprises Enterprises to change what

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									Enterprises Enterprises to change what

  Enterprises
  company owned by the State Economic and Trade Commission to determine the
pilot reform of the 100 system has been six years, can be seen from the preliminary
findings, 100 enterprises pilot and large, generally reflect the "Company Law" surface
since the implementation of state-owned enterprise reform (hereinafter referred to as a
conversion) status, but enterprises are still some deep unresolved.

 1, most of the restructured enterprises have their names without fact, "a new name"

  majority of state-owned enterprises have been restructured state-owned sole
proprietorship or absolute control of the limited Company, Inc.. Reform is not a
fundamental change in shareholding structure before and after, which led to
government-enterprise relationship management, enterprise operational mechanism
largely remains the same, the most telling is the state-owned enterprises, initiated the
establishment of the listed companies raising. This set of listed companies holding the
status of an absolute state-owned shares, the remaining shares in circulation. The
ownership structure of the substance, as a majority shareholder of state-owned fixed
and many scattered distribution of public shareholders. Shareholders, board of
directors, managers, team, board of supervisors of a brand of troops 4, exists in name
only. Look, has been listed company, is the most advanced form of corporate
enterprises, but its ownership structure and internal operation mode before the
restructuring decision with no real change. Therefore, the words "year of surplus, two
level, three losses, four years into ST" situation. Restructuring of listed companies
like this, what about other.

 corporate enterprises to achieve real ownership structure by diversification, making
multiple long-term interests of shareholders from their pursuit of the interests of the
formation of internal checks and balances and coordination of interests, in this based
on the structure of effective corporate management structure, promote internal
democratic decision-making and operational mechanism of change.

 restructuring of state enterprises to achieve equity diversification can be achieved on
two levels:

 (-) in the internal implementation of state-owned shares of stock and more
diversified.

 corporate restructuring at present many diverse shareholders are "inbreeding" mutual
investments between enterprises within the group, in fact, the same family blood, not
a real stake in diversified. We speak of the state economy is diversified equity within
the exclusion "inbreeding", and it can pose the following way:
. Government authorized to operate by the same level of multiple investment entities
(such as state-owned asset management companies, industry-based holding company,
corporate group, etc.) owned by their respective state-owned enterprises achieved
through cross-holdings of convertible, restructuring of enterprises of the original
investors can be relatively controlled. The biggest problem of this convertible is the
enterprise and efficiency, how to determine the exchange ratio between each other?
Whether assets assessment?

 I think that does not require asset valuation and does not require net assets per share
or return on equity to carry out exchange ratio conversion. Say so because, first,
because this is not the real market transactions, but the same owners so that different
investors in its stock exchange between. Second, can be convertible under the new
ownership structure after the re-approved amount after the merger of the state capital,
and capital preservation as a state assessment, the basis for value-added indicators.
Local government can be combined with specialized economic sector reforms carried
out simultaneously for such coal.

. Between different levels of government shares the same business segmentation,
through the program, designated under the realization of corporate equity. If the share
of enterprises by a central principle in the land is zoned to the seat of provincial and
municipal governments, local governments authorized by the investors a stake; or to a
share of the local business plan to a central group of large enterprises holdings. This
equity split should be conducted for the purpose of industrial integration, this is
conducive to rational allocation of resources; help mobilize central and local initiative
of both; conducive to the formation of different main responsibility, interest. Such as
Dongfeng Motor Group owned Liuzhou Motor Company is one such case, proved to
be successful. This practice does not require asset valuation, simply go through the
relevant formalities.

. Regional government equity swap between enterprises.

, B between the two governments exchange the shares of different companies,
according to the advantages of regional industry, the direction of restructuring of
assets, rational allocation of resources. May take administrative allocation may also
take the market transaction. No assessment of the former assets, which assets should
be assessed. Xi'an Pharmaceutical Factory, Zhenjiang pharmaceutical merger is
successful cases.

 (b) in the whole range of mixed all of the equity diversified. According to industrial
policies, may have owned shares, legal person shares, foreign shares, managers and
employee stock ownership, public sector and so on.

. In-house by the operators, business groups holding the backbone, the realization of
equity diversified ESOP.
 majority of the restructuring of state enterprises often encounter a problem that the
enterprise benefits were not good enough to attract foreign investors to invest in the
case of how to achieve equity diversification. In this case, to attract foreign investors
to invest, first to give people the confidence to invest. That 1000 is the best proof of
10,000 people, especially within the enterprise business investment in shares
themselves first of all, this is a vote of confidence.

 foreign investors generally see two:

 1 see who is operating the business. The operating results of the operators in the past
how? Future business trends? Whether to give a clear sense of shareholder returns? In
addition, key human capital depends on whether the operator as wholeheartedly into
the enterprise, it is important to reflect whether to invest in shares of this company?
Long-term interests of individual operators and the companies how long-term
interests of the relevance?

 second look at business as positioning, product positioning, market expectations,
operational risks. For the moment no foreign investment to invest in state-owned
enterprise restructuring, the breakthrough is the first investment stake in the operator
group. Enterprises of all types throughout the practice in recent years has repeatedly
demonstrated this.

. Debt restructuring to achieve equity through asset diversification.

 lot of companies over the years or because of policy reasons, such as policy
implementation Bo Gaidai new items on the state-owned enterprises are no longer
funded national capital, enterprises all rely on bank loans, debt management, so
business unless there are excess profits, profitability is difficult under normal
circumstances, some companies even pay interest capabilities are inadequate, and
long-term losing money; or blind as the enterprises themselves, by

 loans out investment projects, Costly not return after the debt; or because of business
operators to engage in "Repudiation management", event of default, not yet, using the
growing.

 short-term debt-equity swap is a way to reduce the debt burden, but also an effective
way to achieve equity diversification. Its way into policy Debt and Market Debt.

 (1) Debt policy.

 debt-equity swap is being implemented a policy of debt-equity swap. Debt
implementation of asset management companies equity after the formation of
diversified enterprises. Enterprises corporate ownership structure after many forms:
the original shareholders of holding companies, asset management companies equity
participation; enterprise shares of existing shareholders, asset management holding
company.

 phased asset management company is holding to 10 years out of shareholder status.

 how to quit? Corporate ownership structure after withdrawal What happens? This is
the focus of attention in all aspects. It is understood that the vast majority of
enterprises will policy, asset management companies out of stock repurchase program
of its shares by companies. Regardless of whether a company has sufficient funds to
repurchase, the repurchase of such powerless what business will only buy back all of
the day business is business from the multiple options to return to the time of a single
stock, that means enterprise restructuring in a few years back back to square one. This
policy aims and corporate debt-restructuring in the direction contrary, is regression.

  national policy of enterprises will first limited liability company Beijing Cement
Plant proposal is to acquire its parent company, Beijing Building Materials Group,
Cinda Asset Management Corporation shares held. This is the business of the original
shareholders - parent company bought stake in the program. And corporate buy-back
program difference: the acquisition of the subject is the parent company, the main
contribution in the field, the total share capital of the unabated; if the main repo is the
enterprises themselves, with a total reduction of share capital. Both the share of funds
from different sources.

 similarity between the multiple options by returning to a single stake, are
undesirable.

 (2) Debt market.

  business than bank debt, there are a large number of accounts payable (creditors in
terms of a receivable), mainly by enterprises in the course of trading goods with each
other resulting in arrears payment. Across the country have formed about 1.4 trillion
yuan in arrears, and the formation of the corresponding debt payment. Take up a lot of
liquidity of enterprises so that enterprises carry a heavy debt burden over time to
become a business stay, bad debts. After years of exploration there is not a good
solution, a century-old problem. Are many reasons for its formation, and extremely
complex.

 receivable from the business side of the creditors, as the case may take the initiative
to implement debt-equity swap offer a viable approach. Debt market can achieve the
purpose should be paying attention to the following two points: whether the debtor's
business required by the market competitive products? Debt can have after this paper
comes from www.5udoc.com [worry documentation] to collect and organize, for the
original author! Relative controlling interest? To achieve this latter point, many
creditors, debt-equity swap can be implemented together to form a community of
interests, on the business operators produce checks and balances out the necessary
mechanisms to improve corporate earnings after the debt-equity swap to be
shareholders or dividends, or transfer of its shares.

 This program is called "dead horse a living horse doctor," but possible to achieve
proper operation of "win-win." Many cases have proved this point.

. The partial transfer of enterprise shares to the pension fund.

 net assets of state-owned enterprises, about the formation of several sources:

 (l) state-funded and its value.

 (2) the government let, tax rebates and added value.

 (3) the implementation of enterprise workers, especially before the whole people
contract workers, low wages for many years outside of the corporate contribution to
the transfer, the performance of the "invisible debt." The retired workers of stealth
mode Debt liabilities to equity transfer to the pension fund holdings, and to participate
in dividends is established in the operation is feasible, many places are being tested.

 in this way can have a "two-birds with one stone." On the one hand is the lack of
supplementary pension funds. Realized with state-owned shares to add similar to the
social security fund is insufficient, stock dividends are sustainable access to income,
realized investment is a one-time supplement; the other pension fund holdings to
achieve the investors in place. As the purpose of pension fund holdings for proceeds
used to pay old-age pensions, this power is rigid, sustainable, necessary for a
continuing business operators operating pressure, this is the purpose of corporate
restructuring.

. Attract foreign investment, especially foreign investment, private capital, enterprise
stakeholders shares.

 shares over the four years of diversified way to get out of enterprise restructuring
practice, is enterprise reform with Chinese characteristics and the road.


 2, place restructuring of state-owned capital, the investor does not resolve

 so-called investors are in place in two aspects: First, clear the responsibility of the
personification of the main . The main responsibility can be authorized to operate by
the government (ownership) of the subject, has, like other shareholders, to pursue the
interests of shareholders, the exercise of the right of the main shareholders. But can
not have government function. By industry or financial sector authorities to exercise
the functions of state capital investment is not regulated. Like Shanghai, Shenzhen,
Wuhan, as separated from the functions of the state-owned holding company,
state-owned asset management companies to make capital are feasible. Second, the
investor of state-owned capital should be able to exercise unified investor rights, and
operating results for the state-owned capital.

  investor rights include three aspects: the operator the right to choose, mainly
referring to hiring the directors (agents), known as the right personnel; deciding major
decision-making power, mainly referring to investment, financing, guarantees, merger,
division, restructuring, foreign investment, major contracts; capital gains distribution
rights.

 general term for the above-mentioned three aspects, namely, personnel and affairs,
the management of capital combined. Relations among: managing people is a means
to control the steward, the management income is the goal, three rights reinforce each
other and indispensable. With internal consistency and logic.

 present, the state-owned holding companies, state-owned assets management
companies, Enterprise Group (hereinafter referred to interface the company) and its
investment holding subsidiary relationship between the rights of investors in general
straightened out. This process is generally experienced 7-8 years of effort.

 but it is worth noting that the Government and the interface between the company's
investor relations yet to be straightened right. Divided by the number of government
departments to exercise the rights of the Government's contribution will inevitably
harm the interests of shareholders, will inevitably lead to government information
regardless, Separation of the bound form of insider control, must not construct an
effective corporate governance structure. Separate government departments to
exercise the rights of investors is the crux of the defects can not find a problem with
the main responsibility, the market operator can not find of interest, effective
management can not find the main power of the enterprise risk of loss can not find the
main body of the company's direct interface restructuring.

 and we want to interface the company restructuring (mainly in the area of the
interface completely competitive companies), to achieve equity diversification will
help the government advance the state-owned assets management system reform.
Currently the company restructured interface lag, directly related to its internal
incentives, constraints, mechanisms, monitoring mechanisms, evaluation mechanisms,
decision-making mechanism, operating mechanism of the reform, these problems are
not resolved under the influence of belonging to the company have a serious
deepening of the reform. Interface, the company is actually the source of the company,
the source system that is not, it is difficult whole. Difficult to push forward the reform
of large enterprises are precisely the source.
 is the implementation of the external supervisory system than in the past laissez-faire
style management is a step forward, their effects are mainly built all of the external
constraint mechanism, but a business-critical dynamic mechanism, incentive
mechanism, democratic decision-making, management, operation mechanism, the
internal oversight mechanisms still can not solve.

 3, Reform of Corporate Governance is essentially "internal control", and board
members of the team members and managers are mostly "a sign Sagittarius 2"

 Company board of directors should be shareholders, agents, and shareholders, and
controlling the company's major decisions, hiring managers in daily operations and
management. From the above duties of directors positioning point of view, its nature
should be outside directors.

 in accordance with the law, exercise the powers of the institutions have the right
investors to send or hiring director with whether a civil servant. Some countries, the
directors of state-owned sole proprietorship that is sent by the government civil
servants, senior civil servants generally.

 Board of Directors shall be composed of the following categories: shareholders,
directors, independent directors (shareholders, directors, independent directors
collectively referred to as non-executive directors, outside directors), internal
directors (also known as the Executive Director), the staff director. General Board of
outside directors should account for 2 / 3.

 board of directors currently constitute the majority of restructured enterprises neither
outside directors, but no independent directors. This structure is difficult duties of
board of directors in place.

 number should be small since the inside directors, board members decided the team
members and managers is a small amount of cross-representation, but by no means "a
candidate for the two brands."

 In general, board members and managers constitute the relationship between the
group members are divided into three modes:

. Separate.

 team of board members and managers without any cross-representation among the
members.

 structure completely separate board of directors and managers to communicate
negative and undesirable.
. A small amount of crossover.

 board member and manager of a small amount of crossover between groups served
as general manager and chief designer from the board members.

 small amount of cross-type structure is conducive to communication between the
board and managers, but also makes the decision-making and implementation of the
relative separation layer is an ideal type model.

. Coincidence type.

 board member and manager of the basic overlap between group members, known as
"a candidate for the two brands." Also the implementation of the functions of both
decision-making confusion, unable to realize the role of corporate governance
structure is the most desirable.

. All the members of the board of supervisors within the people, and inside directors,
managers, leadership team is a member.

  usually restructured by the deputy party secretary of the board of supervisors within
the enterprise, discipline secretary, trade union chairman composition. Their chances
of the hands of party secretary, the chairman and general manager of hand, especially
if the Trinity, the functions of the board of supervisors is difficult to place.

 supervisory board members should primarily by external supervisors and staff
representatives.

 corporate restructuring must involve more than four. Without fundamental change,
and standardized structure, enterprise restructuring can only have their name not in
fact.

 company should be said that a restructuring is an enlightenment, is a preliminary
attempt. With the deepening of enterprise reform, which are already being felt across
all aspects of the problem, the key is to only look for the form, do not solve the
problem. With the increasing market pressures, increasing competition, companies
will not really conversion loss of competitiveness, we must be out of the market. In
this environment, enterprises around the world have started the second restructuring,
start real change, we begin to change ownership, change structure, change structure,
change mechanism.
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