Form ideas. Like most state-owned enterprises, Johnson & Johnson Group is facing the biggest difficulty in the process of seeking its own development and expanding its business scale, that is, the lack of operating start-up funds. Johnson & Johnson Group has many projects with investment value, especially the international trade and real estate development and management projects that form the pillar, which need a lot of development funds. In addition, Pudong Johnson & Johnson will have another opportunity to issue shares every year after being approved. In order to maintain and expand the shares of Johnson & Johnson Group in Pudong Johnson & Johnson and truly become the largest controlling shareholder of Pudong Johnson & Johnson, we can't give up every rights issue, which also requires a lot of monetary funds. One of the main sources of funds is bank loans, but loans will not only increase the asset-liability ratio, increase operating costs, but also have greater borrowing risks, and are controlled by the state plan, so the loans won are difficult to meet the needs of project investment. The second is to raise funds from the society, but applying for shareholding system reform or issuing corporate bonds is not only controlled by the state plan, but also difficult to get the quota, and the application for approval is cumbersome and takes a long time. Lack of funds has become an obstacle to the development of Johnson & Johnson Group.
When Pudong Johnson & Johnson pursues its own development and expands its business scale, the biggest difficulty it encounters is the lack of high-quality assets-taxi quota. As a listed company with good business performance, it has a financing channel-rights issue. In order to win these valuable social funds, it is necessary to promise shareholders that the rights issue funds will be invested in the taxi industry, with quick results and good benefits, that is, to increase the number of taxis and expand the scale of taxi operation. However, in the case that the development of taxis is limited by the municipal construction planning, it is obviously impossible to expand the scale of operation by increasing the number of taxis, thus attracting social funds.
After analysis, the leadership of Johnson & Johnson Group believes that the advantage of Johnson & Johnson Group is that it has projects with great investment value and a large number of high-quality assets, and the disadvantage is the lack of funds; The advantage of Pudong Johnson & Johnson lies in good taxi business projects, good business performance, financing channels and investment attraction, while the disadvantage is the lack of assets needed to expand its business scale. These are two enterprises with complementary advantages. If Johnson & Johnson Group can use the financing channels of Pudong Johnson & Johnson to replace some high-quality assets, it can obtain the funds needed to invest in new projects. If Pufa Johnson & Johnson can use the social funds obtained from the rights issue to purchase some high-quality assets of Johnson & Johnson Group, it can rapidly expand its business scale. This has formed a new idea of "backdoor listing" of Johnson & Johnson Group.
Basic exercises. With the specific guidance and help of the Municipal State-owned Assets Supervision Office, the Municipal Securities Management Office, the Municipal Construction Committee and the Public Bureau, Johnson & Johnson Group and Pudong Johnson & Johnson conducted the exploration and operation of "backdoor listing". The basic procedures are as follows: the board of directors of Pudong Development Johnson & Johnson carefully selects the high-quality assets to be purchased according to the approved allotment plan and the amount of funds that can be raised; Johnson & Johnson Group applied to the higher authorities for the paid transfer of some state-owned assets according to the Regulations on the Administration of State-owned Assets; After the application is approved, please ask a qualified evaluation agency to evaluate the state-owned assets to be sold; The buyer and the seller agree on the price of the assets to be replaced and determine the time for the assets to be handed over. In order to maintain the normal business order of both parties and the ideological stability of personnel, the replaced assets are transferred in a paid way.
1In August, 1993, Pufa Johnson & Johnson first implemented a rights issue plan with a share price of 5 yuan for every 10 share, and obtained more than 80 million yuan in rights issue funds. Pudong Johnson & Johnson bought the fifth operation branch of Johnson & Johnson Group for 50 million yuan. Johnson & Johnson Group replaced 50 million yuan of social funds with high-quality assets, paid 28.8 million yuan of funds needed for rights issue, and obtained 2 1.2 million yuan of development funds.
1994 10, Pudong Johnson & Johnson implemented a rights issue plan of 3 shares per 10 for the second time at 4.90 yuan per share, and obtained more than 79 million yuan in rights issue funds. Pudong Johnson & Johnson purchased the second operation branch of Johnson & Johnson Group with a total of 86 million yuan of rights issue funds and some of its own funds. Johnson & Johnson Group replaced 86 million yuan of social funds with high-quality assets, paid 9.7 million yuan for the rights issue, and obtained 76.3 million yuan for development.
1996 10, Pudong Johnson & Johnson implemented the rights issue plan for the third time, with 2.6 shares per 10, and the share price was 4.5 yuan, and a total of 1. 1 100 million yuan was obtained. Pudong Johnson & Johnson purchased the third operation branch of Johnson & Johnson Group, Johnson & Johnson auto repair company and "62580000" dispatching center with the allotment capital of 1 100 million yuan. Johnson & Johnson Group replaced 654.38 billion yuan of social funds with high-quality assets, paid 57.73 million yuan of funds needed for rights issue and obtained 42.27 million yuan of development funds.
2. The effect of backdoor listing
From the state-owned enterprises of Johnson & Johnson Group:
With the help of Johnson & Johnson's "shell" in Pudong, Johnson & Johnson Group replaced 654.38+0.4 billion yuan of development funds with high-quality assets, and achieved a sound development of rapid asset expansion and sustained economic growth without additional state investment and corporate loans.
The main business continued to develop. Johnson & Johnson Group invested more than 60 million yuan to establish Shanghai Johnson & Johnson Car Rental Co., Ltd. and Shanghai Johnson & Johnson Bus Co., Ltd.; Transfer all the shares of the original farmers of Shanghai Changhai Taxi Co., Ltd.; Increase the vehicles, communication equipment, maintenance equipment and station facilities required for the main business. By the end of 1996, Johnson & Johnson Group had more than 4,500 large, medium and small vehicles, with an annual passenger revenue of over 500 million yuan and a passenger market share of over 18%. It is the main force in the passenger transport industry and plays a decisive and leading role in balancing the supply and demand of the passenger transport market, implementing the government's industrial policies and improving the investment environment in Shanghai.
State-owned assets continue to increase in value. The capital invested by Johnson & Johnson Group in Pudong Johnson & Johnson is 65.438+0.02 billion yuan, and the book equity is 65.438+0.29 billion yuan. The appreciation rate of this part of state-owned assets reaches 26.46%. The net assets of Johnson & Johnson Group increased from 654.38+268 billion yuan at the end of 1992 to 654.38+446 billion yuan in 1996, and the appreciation rate of state-owned assets reached 66.42%.
Economic benefits have been continuously improved. The annual sales revenue of Johnson & Johnson Group has increased from 274 million yuan at the end of 1992 to 8170,000 yuan at the end of 1996, a two-fold increase. After-tax profit of Johnson & Johnson Group increased from 65,438+418,000 yuan (89% of which was taxi operating profit) to 1996 yuan (50% of which was taxi operating profit), an increase of 29.5 times.
The scale of operation is constantly expanding. The business scope of Johnson & Johnson Group has expanded from nearly 10 industries to more than 20 industries. Invested more than 654.38+million yuan to increase the working capital of Shanghai Johnson & Johnson International Trading Co., Ltd., invested in the purchase of Shanghai Feiyun Electric Appliance Factory and transformed it into Shanghai Johnson & Johnson Electric Light Source Co., Ltd., and established Shanghai Johnson & Johnson Clothing Co., Ltd. in a joint venture with American Locks Company. Now, these two enterprises have become the production and processing bases of Johnson & Johnson Group's export products, and the annual export value of electric light source products alone reaches100000 USD. Invested more than 20 million yuan to revitalize the existing assets of Yan 'an East Road Bund, Shimen Second Road Beijing West Road, Huaihai Middle Road Baoqing Road and Pudong Pujian Road, and use the land grade difference to build commercial buildings; Development and construction of 200,000 square meters multi-storey residential buildings in Luo Yang community of Meilong, which will be used as relocation houses for municipal key projects and houses for employees to solve difficulties.
From the perspective of listed companies in Pudong Johnson & Johnson:
Pudong Johnson & Johnson purchased the high-quality assets of Johnson & Johnson Group with rights issue funds, and also achieved extraordinary and leap-forward development. Operating vehicles increased from 100 at the end of 1992 to 1637 at the end of 1996, an increase of 15.37 times; The annual sales revenue increased from10.36 million yuan at the end of 1992 to10.62 million yuan at the end of 1996, an increase of 14.64 times. The annual after-tax profit increased from 654.38+4.28 million yuan at the end of 0992 to 654.38+41.46 million yuan at the end of 0996, an increase of 8.69 times. The net assets increased from 3 1.8 1.000 yuan at the end of 1996 to 395 million yuan at the end of 1.42 years, making it the largest taxi company in Pudong New Area.
3. Experience of "backdoor listing"
The injection of high-quality assets is an effective means for state-owned enterprises to raise funds through backdoor. With high-quality assets and excellent performance, listed companies are eligible to issue shares and attract social investment. State-owned enterprises should make full use of the "shell" resources of listed companies, and only by injecting high-quality assets into listed companies can they obtain excellent economic benefits through the operation of listed companies, win the trust of shareholders and the recognition of securities regulatory authorities with the excellent performance of listed companies, and obtain valuable equity distribution once a year; State-owned enterprises should be willing to transfer the cultivated high-quality assets to listed companies with compensation, have a long-term vision and catch big fish, so as to obtain valuable low-cost development funds. With funds, they can revitalize existing assets, expand new business areas and continue to cultivate high-quality assets. This cycle continues to rise, achieving the purpose of reducing financing costs, expanding asset scale and strengthening economic strength. Johnson & Johnson Group injected high-quality assets such as taxis into Pudong Johnson & Johnson, which enabled Pudong Johnson & Johnson to realize three rights issues, each with a full share issue of 65,438+000%, and successively raised social funds of 270 million yuan. Johnson & Johnson Group obtained 654.38+0.4 billion yuan of development funds by replacing high-quality assets, and successively invested in new business projects, firmly grasping development opportunities and expanding business scale.
Making good use of the funds raised by "backdoor" is the key to maintaining and increasing the value of state-owned assets. It is a means for state-owned enterprises to use backdoor financing to develop state-owned enterprises with good funds. If we can't make good use of funds, we will not only lose high-quality assets and state-owned assets, but also make "backdoor listing" lose its unique significance. In the process of "backdoor listing", Johnson & Johnson Group has clear investment direction, proper project selection, careful benefit demonstration and good management. Therefore, after the replacement of high-quality assets, it not only revitalized the existing assets, but also increased the net assets by 66.42%, and constantly cultivated new high-quality assets to form new economic growth points, thus realizing the preservation and appreciation of state-owned assets.
Backdoor listing is a shortcut to improve the operational efficiency of state-owned assets. Through "backdoor listing", the taxi operation of Johnson & Johnson Group is gradually demutualized, achieving the purpose of developing the main business of taxis with a small amount of state-owned assets and a large amount of social funds. Johnson & Johnson Group successively invested 654.38+002 billion yuan in Pudong Johnson & Johnson, while the total assets of Pudong Johnson & Johnson were 446 million yuan, and 22.78% of the state-owned funds guided 654.38+000% of the social funds, which greatly enhanced the main position and competitiveness of Johnson & Johnson Group in the passenger transport market. Due to the replacement of social funds with high-quality assets, Johnson & Johnson Group not only never gave up every opportunity of rights issue, but also accepted the rights issue of other sponsors, namely corporate shareholders, three times. Johnson & Johnson Group's shareholding in Pudong Johnson & Johnson increased from 30% to 32.59%, which strengthened its holding power in Pudong Johnson & Johnson and played a role in controlling large state-owned assets with small ones.
Through "backdoor listing", Johnson & Johnson Group has obtained extremely valuable development funds, such as land and other stock assets can be revitalized and added value, resources can be optimally allocated, industrial structure can be adjusted, new economic growth points can be found, new business areas can be expanded, and the ability to resist market operation risks can be improved, so as to attract social funds to expand the scale of state-owned enterprises and make the state-owned assets a "cake".
The practice of "backdoor listing" three times has made state-owned enterprises and listed companies advance by leaps and bounds. The leadership of Johnson & Johnson Group is standing at a new height of establishing a modern enterprise system, further improving the practice of "backdoor listing", further grasping asset management, and striving to explore and embark on a road of scale development, sustainable development and stable development of state-owned enterprises.