There are 1 1 modes of capital operation. This paper makes a concrete interpretation of these models.

I. Mergers and acquisitions

M&A, that is, merger and acquisition, generally refers to an enterprise's property right transaction activities to gain control over other enterprises under the action of market mechanism. The purpose of M&A and reorganization is an important way to invigorate enterprises and revitalize existing assets. In China, M&A and corporate restructuring mostly adopt payment methods such as cash acquisition or equity acquisition. Common M&A methods are:

1, fully accepting the merger.

That is, absorb the assets and debts of the merged enterprise as a whole, then divest assets, revitalize existing assets and liquidate non-performing assets. After a series of restructuring work, the company turned losses into profits. This method is more suitable for competitors with similar industrial relations, or enterprises with upstream and downstream production chains. Due to the strong compatibility and complementarity between the two parties, the production scale has been expanded after the merger, which does not waste people, money and materials and reduces the competition cost between competitors. It is also possible that there is no need to pay too much M&A funds or even zero cash expenditure. If both sides of the merger are state-owned enterprises, they may also be supported by government policies such as bank loans and tax incentives.

2 divest non-performing assets, grant all high-quality assets, and cancel the original enterprise.

The acquirer only accepts the assets, technology and some personnel of the acquired enterprise, and the acquired enterprise uses the transfer fee to appease the remaining personnel (sell off the service life), dispose of the surplus value of the enterprise, and find a way out by itself. This method can only be implemented if the acquirer has a certain cash payment strength and does not need to bear the debts of the acquired party.

Second, 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, enjoys the rights and interests in proportion to the shares held, and bears the corresponding responsibilities and risks. Common equity investment methods are as follows:

1, transfer of tradable shares

The transfer of public tradable shares is also called open market merger and acquisition, that is, the acquirer acquires shares of listed companies through the secondary market, thus gaining control of listed companies. 1993 occurred in the Shanghai Stock Exchange in September? Baoyan storm? , opened the prelude to China's acquisition of listed companies through the stock market. Since then, there have been cases of Shenzhen Vanke holding Shanghai Shenhua, Shenzhen Wuji acquiring Shanghai Feiyue Audio, and Junan Securities holding Shanghai Shenhua for six times.

Although in western developed countries where the securities market is relatively mature, most mergers and acquisitions of listed companies are carried out in the form of transfer of tradable shares, it is not feasible to acquire listed companies through the secondary market in China, and the main constraints on this way are as follows:

(1) The ownership structure of listed companies is unreasonable. Non-tradable shares and limited legal person shares account for about 70% of the total share capital, while the proportion of tradable 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 provisions on the acquisition of tradable shares in the secondary market. What is more prominent is that in the acquisition, institutions holding more than 5% of shares need to make an announcement within 3 working days, and make an announcement every 2% increase or decrease in the future. In this way, every announcement will inevitably cause the stock price to soar, making the acquisition cost of the secondary market high and the time to complete the acquisition longer. Such high operating costs inhibit the use of such mergers and acquisitions.

(3) The China stock market is too small, with huge accumulation of peripheral funds and high share price. For the acquirer, it will definitely cost a lot to succeed in the acquisition, and it is often not worth the candle.

2. Transfer of non-tradable shares

The transfer of equity agreement refers to M&A behavior that M&A company obtains all or part of the property rights of the target company according to the transfer price of equity agreement, so as to obtain the control right of the target company. The object of equity transfer generally refers 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. The object of this model is clear and easy to transfer, and it has obvious advantages in feasibility, operability and economy.

During the period of 1997, there were 25 cases of transfer of public shares by agreement in Shenzhen and Shanghai, such as Beijing Zhong Ding's acquisition of Baoshan in Yunnan, Haitong Securities' acquisition of Guihua Tourism, and Guangdong Longfei's acquisition of Chengdu Lianyi. One of the typical examples is Zhuhai Hengtong's acquisition of Shanghai Lingguang. 1 On April 28, 1994, Zhuhai Hengtong Group Co., Ltd. spent RMB 5010.6 million to acquire/kloc-0.2 million shares of Shanghai Lingguang shares held by Shanghai Building Materials Group at the price of 4.3 yuan per share, accounting for 33.5% of the total share capital, becoming the largest shareholder of Lingguang Company, and the purchase price was only equivalent to/kloc-of the secondary market price.

The advantages of this method are:

1. According to China's current laws, when an institution's shareholding ratio reaches 30% of the issued shares, it should make an offer. Because the CSRC encourages this acquisition method and exempts it from the obligation of compulsory offer, it can easily hold more than 30% of the shares of listed companies without undertaking the obligation of comprehensive acquisition, which greatly reduces the acquisition cost.

2. At present, in China, the share prices of state-owned shares and legal person shares are lower than the circulating market price, which makes the cost of M&A lower; The acquisition of non-circulating public shares by agreement can not only achieve the purpose of mergers and acquisitions, but also get the resulting? Price rent? .

Thirdly, M&A mode of absorbing shares.

The owner of the acquired enterprise invests the net assets of the acquired enterprise as equity in the acquirer and becomes the shareholder of the acquirer. After the merger, the legal person status of the target enterprise no longer exists.

Advantages:

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

2. It is often used for the holding parent company to transfer assets through listed subsidiaries? Backdoor listing? , circumventing the quota management in the current market.

Fourth, the mode of asset replacement and reorganization.

According to the future development strategy, replacing the assets needed for the future development with assets that are of little use to the future development of the enterprise may lead to substantial changes in the property right structure of the enterprise.

Advantages:

There is no cash flow between 1.M&A enterprises, and the acquirer does not need to pay cash or only needs a small amount of cash, which greatly reduces the M&A cost.

2. It can effectively adjust the existing assets, eliminate assets that have little impact on the overall income of the company, and inject high-quality assets of the other party or assets highly related to its own industry, which can directly change the business direction and asset quality of the enterprise and does not involve changes in the control rights of the enterprise.

Its main deficiency is that it is difficult to find a suitable substitute under the condition of insufficient information exchange.

Verb (abbreviation of verb) debt-to-equity swap model

M&A enterprises will convert the bad debts of enterprises that were unable to repay M&A corporate debts in the past into equity, and further increase investment when necessary to achieve the purpose of holding shares.

Advantages:

1. Debt-to-equity swap can solve the problems of capital shortage and high debt ratio caused by the defects of state-owned enterprise investment system? Congenital deficiency? , suitable for China's national conditions.

2. For the acquirer, it is also a way to turn passivity into initiative.

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