資本運(yùn)營(capital-operation)課件(PPT 49頁)

1、Capital operation資本運(yùn)營 *1第1頁，共49頁。capital operationBrief contents:1. An overview of capital operation2.Ways of capital operation3.Assets restructuring 4.Debt restructuring*2第2頁，共49頁。1. An overview of capital operation(1)meaning of capital operation(2)differences between capital operation and product

2、operation(3)basic models of capital operation*3第3頁，共49頁。(1)meaning of capital operationCapital operationCapital operation is referred as to plan and operate capital and its working for the purpose of incrementing of capital at the largest extent.entity：operators of enterprise, not ownersobject：capit

3、al represented as remnant assetsmeans：capital flowing and restructuring, including merger and acquisition, transfer, trustee, strip, replacement, participating shares and controlling shares etc.purpose：to facilitate capital incrementing at the largest extent.*4第4頁，共49頁。(2)differences between capital

4、 operation and product operationDifferent operation objectiveDifferent capital recycling waysDifferent core problemsDifferent income orientationDifferent realizing waysDifferent incrementing speed of capitalDifferent operating periodsDifferent risk assumed*5第5頁，共49頁。(3) basic models of capital opera

5、tion（1）Competitive strategy modelcost leadership strategy: to make cost lower than that of its competitors.Product Differentiation strategy: to make product different from that of its competitors.Target concentrating strategy: to focus on specified target customers or market.*6第6頁，共49頁。(3) basic mod

6、els of capital operation（2）Centralized development strategy modelIs referred to concentrate all available resources into one or several sub-market to increase sales or occupation rate of products.Advantages: is beneficial to understand needs of target market and more specialized .disadvantages：has s

7、ome difficulties to subject to conditions of market and has high risk of operation.*7第7頁，共49頁。(3) basic models of capital operation（3）Integrated development strategy model This model is referred as to expand product line by developing and producing some products that belong to the same industry with

8、 existing product but the different stage of producing.*8第8頁，共49頁。(3) basic models of capital operation（4）Diversify development strategy modelThis model is referred as to diversify the goods, service or market of enterprise to reap competitive advantages.*9第9頁，共49頁。2.ways of capital operation(1) sta

9、ke purchase and transfer(2) venture capital investment(3) listing by acquiring a shell company(4) listing by reactivating a shell company(5) listing by establishing a shell company*10第10頁，共49頁。(1) stake purchase and transferstake purchase and transfer is a form of acquisition, its purpose is to retr

10、ansfer after acquiring, not to purchase assets of target enterprise.Motivation: transaction parties make different judgment on target enterprises value.Method: stake purchase takes forms of cash purchasing shares.*11第11頁，共49頁。(1) venture capital investmentVenture capital investment is also called in

11、itial capital investment and is referred as to invest capital into developing high-technology enterprise by means of equity and participate establishing and managing of venture enterprise.*12第12頁，共49頁。(3) listing by acquiring a shell company(1/3)Through acquiring a public company, nonpublic company

12、obtain controlling right of the public company which reversely acquiring core assets of controlling company.Selection of the shell companyStructure and size of share capital；stock price；business；performance；financial structure；assets quality；company growth*13第13頁，共49頁。(3) listing by acquiring a shel

13、l company (2/3)Advantages: Is beneficial to promote circulating and allocation of social resources.Is beneficial to expand enterpriseIs beneficial to expand sources of capitalIs beneficial to optimize assets structureIs beneficial to improve operation and management of enterprise*14第14頁，共49頁。(3) lis

14、ting by acquiring a shell company (3/3)A case analysisAcquiring nanyou inc. by guangcai inc.(P310)*15第15頁，共49頁。(4) listing by reactivating a shell company (1/3)To avoid restriction of regulation, group corporation firstly has a subsidiary listed, and secondly invests other assets into the listed cor

15、poration.Three steps:Stripping high quality assets from group and establishing new listed corporationThe new listed corporation issues sharesThe listed corporation acquires other assets of group or other subsidiaries by using subscription money.*16第16頁，共49頁。(4) listing by reactivating a shell compan

16、y (2/3)Advantages:The shell company is a subsidiary or corporation controlled by group, which makes group need not acquiring a new shell company.Listing need not invest a large amount of money.The parties belong to a managerial system and are from a group, which makes integration postacquisition mor

17、e easier. The shell company is company with good performance.*17第17頁，共49頁。(4) listing by reactivating a shell company (3/3)A case analysis(P312)An case of Johnson group inc.*18第18頁，共49頁。(5) listing by establishing a shell companySome Chinese enterprises in Hongkong restructure internal subsidiaries

18、with potential growth and establish a new company and have it listed。Two forms:The shell company is mainly enterprise based in Hongkong.The shell company is mainly enterprise based in Chinese mainland.A case analysisbeijing konggu inc.(P314)*19第19頁，共49頁。3. assets restructuring (1)merger and acquisit

19、ion(2)division(3)assets replacement(4)trustee of enterprise*20第20頁，共49頁。(1) merger and acquisitionMerger:Merger of companies may take the form of merger by amalgamation or merger by new establishment.When a company has another company amalgamated with it, it is merger by amalgamation, and the amalga

20、mated company shall be dissolved. When two or more companies merge to establish a new company, it is merger for new establishment, and all parties being merged shall be dissolved.Acquisition: acquisition is referred to acquiring assets or stocks of target companies.*21第21頁，共49頁。(1) merger and acquis

21、itionClassifications:According to industry relationship between acquiring company and target company, merger and acquisition can be classified into horizontal acquisition, vertical acquisition and conglomerate acquisition.According to payment means, merger and acquisition can be classified into cash

22、 acquisition and stock change acquisition.According to realized forms of acquisition, merger and acquisition can be classified into purchase acquisition, assuming debt acquisition and absorption of shares acquisition.According to agreement between acquiring company and target company, merger and acq

23、uisition can be classified into friendly acquisition and hostile acquisition.Other classifications: tender acquisition and negotiated acquisition*22第22頁，共49頁。(1)merger and acquisitionAdvantages of Acquisition by transferring sharesExpanding acquisition volumeAvoiding pressure from cash paymentOptimi

24、zing equity structureReaping tax benefitsIncreasing reported income without influencing current shareholders equity*23第23頁，共49頁。(1)merger and acquisitionSome tipsIn the United States, the percentage of cash payment in merger and acquisition reduces from 52% in 1976 to 42% in 1986, and the percentage

25、 of stock payment increases from 26% in 1976 to 34%in 1986.In 1996 of U.S.A，of all merger and acquisition transaction payments, cash payments constitute 33%, stock payments constitute 39%, mixed payments constitute 28%.In 2000，the percentage of cash payments or mixed payments to all M&A transactions

26、 rises to 72%. *24第24頁，共49頁。(1) merger and acquisition Motives for transferring sharesEffectiveness motivations such as synergy. Strategic motivations such as diversificationSpeculation motivationsMotives for transferring shares in ChinaGovernmental motivationsReversal merger motivations such as lis

27、ted by reactivating the shell companyPursing economy scale motivationsPursing diversification motivations*25第25頁，共49頁。(1) merger and acquisition Problems of percentages of transferring shares in China*26第26頁，共49頁。(1)merger and acquisitionA case analysis of TCL inc.*27第27頁，共49頁。(1) merger and acquisi

28、tionMotives for merger and acquisitionFacilitating operating synergy。Operating synergy includes operating synergy, management synergy, financial synergy and human resources synergyExpanding the size of enterpriseSatisfying the needs for marketRestructuring strategy and diversifying operatingReducing

29、 agency cost*28第28頁，共49頁。(1) merger and acquisition Price of merger and acquisitionNet assets valueA value deducting creditors equity from owners equityIntrinsic valueA value representing go-concern existence of enterprise *29第29頁，共49頁。(1) merger and acquisitionSynergy valueThe third-level value of

30、target enterprise is value reflecting synergy effect which is benefit of scale economy after acquisitionDetermining method: intrinsic value of target enterprise plus discounted value of increased cash flow result from synergyStrategic valueThis is the highest level value of target enterpriseDetermin

31、ing method: to be difficult to evaluate accurately .*30第30頁，共49頁。(1) merger and acquisitionMerger and acquisition riskFinance riskOperating riskInformation riskLegal risk*31第31頁，共49頁。(1)merger and acquisition Means of anti-acquisitionEconomic meansTo increase acquiring costStock repurchaseLooking fo

32、r a white knightGolden parachutes：providing compensation to top-level management if takeover occurs.*32第32頁，共49頁。(1) merger and acquisition Reducing benefits from acquisitionCrown jewels: selling major assets-crown jewels- when faced with a takeover threatPoison pillsLegal means*33第33頁，共49頁。(1) merg

33、er and acquisition Postmerger integrationFocusing on management of human resourcesFacilitating acquisition benefitFocusing on literature synergyFocusing on activity synergy*34第34頁，共49頁。(2)divisionMaking enterprise smaller through transferring assetsThree forms1Split-off2Striping3Transferring shares*

34、35第35頁，共49頁。(2) divisionSignificances:To change market image and increase market value of enterpriseTo satisfy need for operation condition and strategic target changesTo strip some business with losses To eliminate negative synergy effect*36第36頁，共49頁。(3)replacement of assetsReplacement of assets is

35、 referred to inject advantageous assets outside of listed corporation into listed corporation, and replace original disadvantageous assets.classifications：internal assets replacement；external assets replacement*37第37頁，共49頁。(4) trustee of enterpriseAccording to agreements, bailer enterprise transfer

36、part or all of its legal properties to bailee enterprise which will manage and operate the properties and ensure value remaining and incrementing。*38第38頁，共49頁。(4)trustee of enterpriseEntity and object:Entity: trusteeObject: target enterprises in trustee*39第39頁，共49頁。(4)trustee of enterpriseOperation

37、types of trustee trustee internally of group。*40第40頁，共49頁。(4)trustee of enterprisetrustee externally of group。*41第41頁，共49頁。(4)trustee of enterpriseAdvantages and disadvantages of trusteeadvantages： Provide opportunities for visionary enterprises that have limited money. Is beneficial to reduce cost

38、of restructuring.Is beneficial to separation of ownership and operation.Risks and advantages：Evaluated Value of fiduciary property is inaccurate Default risk .Changes of policy and market economyOther force majeure *42第42頁，共49頁。4. Debt restructuring(1)purpose of debt restructuring(2)practical choice

39、 for means of debt restructuring(3)conversion of debt into stock of state-owned enterprises(4)computation of debt restructuring income*43第43頁，共49頁。(1)purpose of debt restructuringUnder the circumstances of financial difficulties of debtor enterprise, debtors make agreements with creditors in which c

40、reditors will compromise to avoid bankruptcy and liquidation of debtors.Purpose of debt restructuringcreditorsTo reduce lossesTo reactivate assetsTo keep strategic relationship with creditorsdebtorsTo adjust debt structureTo improve financial conditionsTo adjust operating structure*44第44頁，共49頁。(2)pr

41、actical choice for debt restructuringFive means for choosingTo liquidating debt by cash assets below book value of debtTo liquidating debt by non-cash assetsTo convert debt into capital, including converting creditors right of banking into stock equity and converting creditors right of other enterprises into stock equity Modifying other debt liquidating conditions, including extending liquidating periods and break principal and interest of debt.Mixing restructuring means*4