First, clear the basic concepts of equity and real debt
1. Clearing stocks and bonds is an innovative investment method, which literally means "on the surface, it is equity investment, but in essence, it is debt investment."
2. The difference between it and the traditional pure equity investment or bond investment is that although this investment method is formally invested in the invested enterprise in the form of equity, it has a rigid capital preservation agreement in essence.
3. The investment method of clear shares and real bonds has been widely used in real estate investment by private equity funds or trust companies.
Second, the operation mode of clearing stocks and paying debts.
In view of the characteristics of our company as a wholly state-owned company, if we intend to accept real investment, the specific operation methods are roughly as follows:
1. First of all, companies and trading companies should study whether accepting this product will have an impact on our daily operations;
2. Secondly, it is necessary to obtain the permission of the State-owned Assets Supervision and Administration Commission (SASAC) and ensure that the change of ownership structure will not affect the bank credit guarantee of the trading company to our company;
3. Finally, CCB, the trading company and Jiaogong Group signed an agreement to increase capital and share for investment. 3. The advantages of clear equity and true debt.
1, which can not only solve the capital problem of the company, but also optimize the asset-liability ratio index of the company's statements while solving the capital.
2. Real debt products with clear equity have a long financing period, usually 3-5 years, which can meet the company's medium and long-term capital needs. Compared with working capital loans, it is necessary to lend money year by year, and the pressure on lending funds is even greater. Real debt products with a clear share also have greater advantages.
3. Real debt products with a clear share do not occupy the company's credit line, and generally will not affect the company's business financing such as bank loans.
Fourth, the problems existing in the products of clearing stocks and bonds.
1. The equity structure of financing enterprises will change. In view of the characteristics of our company as a wholly state-owned company, we need to obtain the permission of the Municipal State-owned Assets Supervision and Administration Commission, and the examination and approval process is rather troublesome, especially when it comes to changes in the ownership structure. Communication before approval is more important.
2. The financing cost is higher than the bank loan financing method, and there are also policy problems in the pre-tax expenses of financing cost. According to No.41of People's Republic of China (PRC) State Taxation Administration of The People's Republic of China Announcement No.2013, qualified real investment is called mixed investment, and its cost is allowed to be charged before tax, but the tax treatment rules for mixed investment can only be applied to investments that meet the following conditions:
(1) After the invested enterprise accepts the investment, it shall pay the interest regularly according to the interest rate agreed in the investment contract;
(2) There is a clear investment period, after which the invested enterprise needs to redeem the investment or repay the principal.
(3) The investing enterprise has no ownership of the invested enterprise;
(4) The invested enterprise has no right to vote and stand for election, and does not participate in the daily production and business activities of the invested enterprise. Obviously, if our company accepts the real debt products of Ming shares in order to optimize the asset structure and reduce the asset-liability ratio, then the trading company will definitely redeem the investment from CCB after the product expires. Therefore, if the second condition is not met, the financing cost cannot be charged before tax, which will greatly increase the actual use cost of funds.
3. While optimizing the asset structure and reducing the asset-liability ratio, it will also affect the company's profit indicators, such as reducing the return on net assets. As one of the financing platforms for trading companies, the company will be used by trading companies after being integrated with the funds of Ming shares and real debt products. Even if the capital cost is ultimately borne by the trading company, the return on net assets and other indicators will be further reduced because of the expansion of the company's net assets and the unchanged net profit.
4. The products with clear stocks and real bonds only solve part of the financial pressure of trading companies within 3-5 years. After the product expires, the trading company still needs to buy back its shares, which increases the financial pressure of the trading company in the future.