A way for shareholders of the original enterprise to own shares in the new enterprise
Joint reorganization refers to two or moreEnterprise legal personWith resources and assets as the link, it is a way to jointly establish a new enterprise or jointly acquire an enterprise for asset restructuring, and the shareholders of the participating enterprise or the original enterprise respectively own equity in the new enterprise.[1]
The prominent feature of this way is the combination, that is, the combination between enterprises or between enterprises and their shareholders.For example, the State owned Assets Supervision and Administration Commission of the People's Government of Guangxi Zhuang Autonomous Region andWuhan Iron and Steel (Group) Co., LtdSigned the Joint Restructuring Contract between WISCO and Liugang, and was establishedGuangxi Iron and Steel Group Co., LtdIts shareholders are WISCO Group and Guangxi State owned Assets Supervision and Administration Commission.
Strategic Choice of Coal Enterprise Joint Reorganization [1]
Announce
edit
1、 Principles of joint reorganization
L_ To jointly reorganize the parties“win-win”Is the principle.
Joint restructuring should take into account the interests of all parties, and realize complementary advantages and marketwin-win。According tomodern enterprise system Requirements, formed tocapitalLarge scale coal with integrated operation including coal production, sales, deep processing and utilization as the main linkenterprise groups, build a standardCorporate governance structureAnd a scientific decision-making systemgroupThe overall interests ofwin-win。
2. To improveresourcesOperation efficiency is the principle.
For the long-term interests of the country and the economysustainable development, dealing with coalresourcesImplement protective and reasonable mining.After joint reorganizationgroupShould be through the internalresourcesIntegration and large-scaleTechnical transformation, improve the resource recovery rate of the mine, and obtain the maximumeconomic interest；It can promote the diversion of rich personnel, technology and idle equipment from Meng Qingshun, a large coal enterprise, to small and medium-sized coal mines, improve the efficiency of resource operation and realize thesustainable development。
2、 The way choice of coal enterprises' joint reorganization
State owned coal enterprises in conjunction with other State owned coal enterprises, state-owned local coal mines, local small coal mines and local large-scale coal production, transportation and marketing enterprisescapitalHuman shares, and break the industry boundaries andOwnershipBoundary, support all sectors of society to participate in the construction of the coal industry, encourage coal consuming industries such as electricity, metallurgy, chemical industry and railway departments to jointly invest in the development of coal and coal comprehensive utilization projects, and establish a group limited liability company with multiple shareholders to jointly grow and realize complementary advantages.This integration mode should be the direction for coal enterprises to carry out joint reorganization.This kind of combination can give full play to the role of large state-owned coal enterprises inresources, talent, technology andOperation managementTo make up for the shortcomings of local coal mines in these aspects and promote the steady development of the Group Co., Ltd;It can expand the sales market, avoid fighting separately and competing with each other, and improvegroupOfeconomic performance。However, it is difficult to realize this combination.First of all, the parties to the coalition must feel certain market pressure to make the parties to the coalition have an urgent demand for unity;Secondly, large state-owned coal enterprises have strong competitive strength, which makes local coal enterprises willing to unite under competitive pressure.In addition, due to the actual situation of local coal enterprisescontrol powerIn the hands of the local government, ifLocal enterprisesMerging into a larger enterprise group means that the local government has lost itscontrol powerTherefore, the resistance of the local government will increase the difficulty of the union.
Since most state-owned coal enterprises are under the jurisdiction of local governments, the government can mainly rely on administrative forces to promote andMarket integrationThe pull of the will promotes the unity of all parties.If the government supports it, it is easier to achieve unity.Local governments can be established firstState owned assets managementAnd then authorize the state-owned asset management company to manage the jointgroup, implementSeparation of government and enterprises。
However, the problem that may arise from the alliance facilitated by administrative forces is the running in andInternal integrationQuite difficult.
All parties need to do a lot of work for the mutual integration. Maybe internal friction will affect the overall interests of the Group.Therefore, the government should avoid "matchmaking" and only act as a "matchmaker" to promote the integration of enterprises, and encourage enterprises to carry out joint reorganization across regions, ownership and industries.
3. Many parties voluntarily form a sales consortium.
With large coalgroupAs the main body, it will unite with various coal production, transportation and marketing entities in the region to implement sales association, form a transportation and marketing company or a coal sales consortium to manage the regional coal transportation and marketing business, so as to solve the problem of unified coal sales and unified external cooperation.The purpose is to regulate coal through jointmarket order Compete with enterprises to control coalmarket price, avoidprice warAnd cause economic losses to all parties.The implementation of this kind of association will not cause any loss to the enterprises of all parties to the association, and will be easily accepted by all parties to the association.However, because this combination is loose and has limited control over all coal operators, once supply exceeds demand in the market, it may cause all parties of the consortium to consider their own interestsPrice alliancecrumble.
3、 Guarantee measures for realizing the joint restructuring strategy
1. Change ideas and fully realize the significance of joint reorganization.
The main factors restricting the alliance of enterprises are power and interests. Therefore, all parties involved in the alliance should have a long-term vision, view the importance of joint reorganization from the long-term development of the enterprise, and reflect the principle of fairness and justice in the distribution of power and interests of all parties after the alliance, so as to realize thewin-win。All parties should carry out a complete "ideological revolution", focusing on sharingeconomic valueTransfer to increase the economic value that can be shared.In addition, due to the different affiliations of coal enterprises, most of the local coal enterprises are affiliated to different levels of local governments, so the concept renewal of local governments is the key.It should be clear that the government and enterprises are two completely different institutionsmarket economyThe government should directly intervene in enterprisesProduction and operation activitiesIt will focus on the formulation of economic and technological policies and the establishment of laws and regulations to create a good operating environment for the production and operation of enterprises.
2. The bridge driving role of the government andgroupThe operation.
In the process of joint reorganization of enterprises, the joint reorganization should combine all parties from the long-term development of enterprises and the marketeffective competition The voluntary combination of the parties after careful consideration is a market-oriented behavior of enterprises, which can only be carried out by the enterprises themselves, and the government cannot engage in "matchmaking";The government only plays the role of a bridge to promote, and carries out matchmaking;aboutstate-owned enterpriseAs the investor, the government, by formulating a clear industrial development direction and focusEnterprise restructuringIn the process of integration, it plays an important role in planning, guidance and service. However, enterprises with large advantages should be the main body of coal enterprise policy and enterprise integration. Therefore, it is necessary to correctly define the role of the government in promoting the bridge and the role of enterprise adjustment, and achieve mutual coordination and efficient cooperation
After joint reorganizationLarge enterprisesMedium and large enterprises will be the main enterprises of joint reorganization. As the main enterprises, they should first pay attention to their ownCorporate governance structureOn this basisgroupThe scientific governance structure construction plays a guiding and exemplary role.All parties after the joint reorganization should pay attention tocorporate culture、management strategyandasset managementThe purpose of becoming a bigger and stronger enterprise is really achieved through the running in of the.
