1. The basic situation of "shell listing"
The formation of ideas. Like most state-owned enterprises, Johnson & Johnson Group encountered the greatest difficulty in seeking its own development and expanding its scale of operation is the lack of operating start-up capital. Johnson Group has many projects with investment value, especially the formation of the pillars of international trade and real estate development and operation projects, the need for a large number of development funds. In addition, the Pudong Johnson after approval of the annual share allocation opportunities, in order to maintain and expand the share of Johnson Group in the Pudong Johnson, in order to truly become the largest controlling shareholder in the Pudong Johnson, can not give up every share allocation, which also requires a large amount of money funds. One of the main sources of funds is to the bank loans, but the loan will not only cause the increase in gearing ratio, operating costs, debt management risk, but also by the national plan plate control, for the loan is also difficult to meet the needs of the project investment. The second is to raise capital from the society, but the application for shareholding restructuring or issuing enterprise bonds is not only controlled by the national plan plate, it is difficult to get the amount, but also the application for approval of the cumbersome procedures and time is long. The lack of capital has become an obstacle to the development of Johnson & Johnson Group.
The biggest difficulty encountered by Pudong Johnson in seeking its own development and expanding its scale of operation is the lack of high-quality assets - rental car quota. As a listed company with good business performance, it has a channel to raise funds - share allotment. In order to win these valuable social funds, it must promise its shareholders that it will invest the allotted funds in the rental car industry, which is fast-acting and cost-effective, that is, to increase the number of rental cars and expand the scale of rental car operation. But with the development of rental cars constrained by municipal construction planning, it is clearly impossible to achieve the goal of expanding the scale of operation and thus attracting social capital through the amount of new rental cars.
The leadership of Johnson & Johnson analyzed that: Johnson & Johnson's advantage lies in the fact that it has projects with high investment value and large high-quality assets, while its disadvantage is the lack of capital; Pudong Johnson's advantage lies in the fact that it has good rental car business projects and good business performance, and it has channels of fund-raising and attraction of investment, while its disadvantage is the lack of assets required for expanding the scale of its business. These are two enterprises with complementary advantages. If Johnson & Johnson Group can borrow the financing channels of Pudong Johnson & Johnson and replace some of its high-quality assets, it will be able to obtain the capital required for investing in new projects; if Pudong Johnson & Johnson can utilize the social capital obtained from the allocation of shares to purchase some of Johnson & Johnson Group's high-quality assets, it will be able to rapidly expand its scale of operation. In this way, the formation of the Johnson and Johnson Group "shell listing" new ideas.
Basic practice. In the city's State-owned Assets Supervision and Administration Office, the municipal securities management office, the municipal construction commission and the public utilities bureau and other leading departments of the specific guidance and assistance, Johnson Group and Pudong Johnson carried out the "shell listing" exploration and operation. The basic procedure is: the board of directors of Pudong Johnson carefully selects the high-quality assets to be purchased according to the approved share allocation plan and the amount of funds to be raised from the share allocation; Johnson Group, according to the regulations on the management of state-owned assets, submits an application for the transfer of part of the state-owned assets to the higher-level authorities for a fee; after the approval of the application, the qualified appraisal organization is asked to evaluate the state-owned assets to be sold; the buyer and seller reach a consensus on the price of the replaced assets and determine the price of the assets; and the buyer and seller agree on the price of the assets. The buyer and seller reach a consensus on the price of the assets to be replaced and set the time for the handover of the assets. In order to maintain the normal operation order of the two sides and the stability of the personnel's mindset, the assets to be replaced are transferred in the form of a systematic and paid transfer.
In August 1993, Pudong Qiangsheng for the first time to implement every 10 shares with 9 shares, the share price of 5 yuan per share of the share allocation program, access to the share allocation of more than 80 million yuan. Pudong Johnson used 50 million yuan to buy Johnson Group's fifth operating branch; Johnson Group replaced 50 million yuan of social capital with high-quality assets to pay for the 28.8 million yuan required for the allotment, and obtained 21.2 million yuan of development funds.
October 1994, the second implementation of the Pudong Johnson every 10 shares of 3 shares, each share price of 4.90 yuan of the share allocation program, *** to obtain the allocation of more than 79 million yuan of funds. Pudong Johnson used the allotment funds and part of its own funds*** 86 million yuan to purchase Johnson Group's second operating branch; Johnson Group replaced 86 million yuan of social funds with high-quality assets, paid 9.7 million yuan required for the allotment, and obtained 76.3 million yuan of development funds.
October 1996, Pudong Johnson for the third time to implement every 10 shares of 2.6 shares, the share price of 4.5 yuan per share of the share allocation program, *** to obtain the allocation of funds 110 million yuan. Pudong Johnson with 100 million yuan of allotment funds, into the establishment of the purchase of Johnson Group's third operating branch, Johnson auto repair companies and "62580000" dispatch center; Johnson Group to high-quality assets in exchange for 100 million yuan of social capital, to pay for the allotment of 57.73 million yuan required to get 42.27 million yuan of development funds.
2. Effectiveness of "shell listing"
From the point of view of the state-owned enterprises of Johnson & Johnson Group:
Johnson & Johnson Group borrowed the "shell" of Pudong Johnson & Johnson and exchanged its high-quality assets for the development capital of 140 million yuan, which is the highest in the country. The company's investment has not been increased, the enterprise loan has not been increased, to realize the rapid expansion of the asset scale, the economic benefits of sustained growth of benign development.
Main business continues to develop. Johnson Group to high-quality assets replacement funds, investment of more than 60 million yuan, the formation of controlling Shanghai Johnson Auto Leasing Company Limited and Shanghai Johnson Public **** Automobile Company Limited; the transfer of Shanghai Changhai Taxi Company Limited, the original farmers of all the equity; to increase the operation of the main business of the vehicles, communications equipment, maintenance equipment and station facilities. By the end of 1996, Johnson Group had more than 4,500 large, medium and small operating vehicles, and the annual income from passenger transportation had exceeded 500 million yuan, with a passenger transportation market share of more than 18%, a main force in the passenger transportation industry, and played a pivotal and dominant role in balancing the supply and demand in the passenger transportation market, implementing the government's industrial policy, and improving Shanghai's investment environment as a state-owned enterprise.
State-owned assets are constantly increasing in value. The capital invested by Johnson Group in Pudong Johnson was 102 million Yuan, while the book equity was 129 million Yuan, the value-added rate of this part of state-owned assets reached 26.46%; the net assets of Johnson Group increased from 268 million Yuan at the end of 1992 to 446 million Yuan in 1996, the value-added rate of state-owned assets reached 66.42%.
Economic efficiency has continued to improve. The annual sales revenue of Johnson Group increased from RMB 274 million yuan at the end of 1992 to RMB 817 million yuan at the end of 1996, a two-fold increase; the after-tax profit of Johnson Group increased from RMB 4.18 million yuan at the end of 1992 (89% of which was the profit from the operation of rental cars) to RMB 127 million yuan at the end of 1996 (50% of which was the profit from the operation of rental cars), a 29.5-fold increase.
Expanding scale of operations. The business scope of Johnson Group expanded from nearly 10 industries to more than 20 industries. Ltd. invested more than 10 million yuan to increase the operating capital of Shanghai Johnson International Trade Co., Ltd. invested in the purchase of Shanghai Flying Cloud Electrical Appliance Factory and transformed it into Shanghai Johnson Electric Lighting Source Co., Ltd. and the United States Lox Company to establish a joint venture with Shanghai Johnson Garment Co. The annual export of electric light source products alone reaches 10 million dollars. Invested more than 20 million yuan, revitalization of East Yan'an Road, the Bund, Shimen Road, West Beijing Road, Huaihai Road, Baoqing Road, and Pudong Pujian Road and other plots of land stock assets, the use of land level differences in the construction of commercial buildings; development and construction of 200,000 square meters of multi-storey residential Meilong Luoyang District, as a key municipal project relocation housing and staff to solve the problem of the housing stock.
From this point of view of Pudong Johnson listed company:
Pudong Johnson used the funds from the share placement to buy the high quality assets of Johnson Group, and also realized the extraordinary and jumping development. The number of operating vehicles increased from 100 at the end of 1992 to 1,637 at the end of I996, an increase of 15.37 times; the annual sales revenue increased from 10.36 million yuan at the end of 1992 to 162 million yuan at the end of 1996, an increase of 14.64 times; the annual profit after tax increased from 4.28 million yuan at the end of 1992 to 41.46 million yuan at the end of 1996, an increase of 8.69 times; Net assets increased from 31.81 million yuan at the end of 1992 to 395 million yuan at the end of 1996, an increase of 11.42 times, becoming the largest taxi company in Pudong New Area.
3. "Shell listing" experience
Quality asset injection is an effective means for state-owned enterprises to "shell" financing. The listed company is with its high-quality assets and excellent performance to obtain the qualification and attract social investment. State-owned enterprises should make full use of the listed company's "shell" resources, only the quality assets injected into the listed company, through the listed company's operation to achieve excellent economic results, the listed company's excellent performance to win the trust of shareholders and the approval of the Securities and Futures Commission, in order to obtain the annual allocation of the valuable equity; state-owned enterprises should be willing to transfer the cultivated quality assets to the listed company for a fee. The state-owned enterprises should be willing to transfer the quality assets cultivated to the listed company for a fee, to have a long term, fishing vision, so as to obtain valuable low-cost development funds, with funds to revitalize the stock of assets, expand new business areas, continue to cultivate high-quality assets. Such a cycle is repeated and rising to achieve the purpose of reducing financing costs, enlarging the scale of assets and strengthening the economic strength. Johnson Group injected rental cars and other high-quality assets into Pudong Johnson, so that Pudong Johnson three times to realize the allotment of shares, and each time is 100% full allotment, has raised 270 million yuan of social capital. Through the replacement of high-quality assets, Johnson Group has won 140 million yuan of development funds, which have been successively invested in new business projects, seizing the opportunity for development and expanding the scale of operation.
Making good use of the funds raised through "shelling" is the key to realizing the value-added of state-owned assets. State-owned enterprises through the "shell" to raise funds is a means to a good use of funds to develop state-owned enterprises is the purpose. If you can't use the funds well, not only will you lose the quality assets, but also the state-owned assets will be lost, and will make the "shell listing" lose its unique significance. Johnson Group in the "shell listing" process, the investment direction is clear, the project selection is appropriate, the benefits of the argumentation is thorough, good management, therefore, in the replacement of high-quality assets, not only revitalize the stock of assets, net assets increased by 66.42%, and continue to cultivate new high-quality assets, the formation of a new point of economic growth, so as to realize the preservation and appreciation of the value of state-owned assets. realize the preservation and appreciation of the value of state-owned assets.
"Shell listing" is a shortcut to improve the operational efficiency of state-owned assets. Through the "shell listing", Johnson Group's taxi operation gradually shareholding, to achieve a smaller amount of state-owned assets to command a large amount of social capital to develop the main taxi industry purposes. Johnson Group successively invested 102 million yuan in Pudong Johnson, while the total assets of Pudong Johnson were 446 million yuan, with 22.78% of state-owned funds to command 100% of social funds, greatly enhancing Johnson Group's position as the main force in the passenger transportation market and the ability to compete. Due to the ability to replace social capital with high-quality assets, Johnson Group not only never gave up every opportunity of share allotment, but also three times to accept the share allotment of other promoters' legal shareholders, Johnson Group's shareholding in Pudong Johnson rose from 30% to 32.59%, increasing its holding of Pudong Johnson and playing the role of state-owned assets controlling the big with the small.
Through the "shell listing", Johnson Group won the extremely valuable development funds, land and other stock assets can be revitalized and value-added, resources can be optimally allocated, the industrial structure can be adjusted to seek new points of economic growth, expanding new areas of operation with capital to ensure that it can withstand the market ability to resist the risks of the business, to attract social capital to expand the state-owned enterprises, and to attract social capital. To attract social capital to expand the scale of state-owned enterprises, state-owned assets to enlarge the "cake" purpose.
Three times "shell listing" practice, so that the state-owned enterprises and listed companies have been a significant development, Johnson Group leadership is standing in the establishment of a modern enterprise system on a new height, to further improve the "shell listing" practice, to further focus on asset management, and strive to explore the "shell listing" practice, to further improve the operation of assets, and strive to explore the "shell listing" practice, to further improve the operation of assets, and strive to explore the "shell listing" practice. Further grasp the asset management, and strive to explore and come out of a state-owned enterprises scale development, sustainable development, stable development of the road to.