What are the ways for joint-stock companies to raise capital?
Enterprise financing includes capital and liabilities. This chapter only introduces the capital financing and debt financing in Chapter 4.
Key points of this chapter: 1. Financing methods and requirements of enterprises.
2. Contents of capital system and financing laws and regulations
3. Analysis of stock financing
Difficulties in this chapter: 1, financing needs of enterprises
2, the content and significance of the capital system
3. The characteristics and financing analysis of stock financing.
Overview of enterprise financing
1. Financing motivation: building, expanding and rebuilding to raise funds.
Debt service financing
Enrich working capital
Hunhe ugly son
Fund-raising is an important part of enterprise financial management. If an enterprise manages its finances independently, it must raise funds independently. The diversification of financing sources and channels has created conditions for enterprises to raise funds independently.
Second, the source of funds for enterprises
The source channel of enterprise funds is also called enterprise financing channel. To understand the source channels, first talk about the classification of funds.
1, fund classification
(1) Short-term funds and long-term funds
Short-term funds refer to the funds used by enterprises in the short term (within one year), which are mainly used for current assets and can be recovered in the short term.
Long-term funds The funds that enterprises can use for a long time (more than one year) are mainly used for long-term assets, which usually take several years or even decades to recover.
The ratio of long-term and short-term funds is called the long-term and short-term structure of funds, also called the asset structure, and also called the corporate financing portfolio. The third part of this section is about.
(2) Sovereign funds and debt funds
Sovereign funds, also known as enterprises' own funds, represent shareholders' ownership of the company, and enterprises can use them indefinitely. Debt capital, also known as debt capital, represents the company's debt. The ratio between them is called capital structure. Different capital structures have different risks. Chapter 6 introduces this point.
2. Sources and channels of funds
Different sources of funds have different characteristics, and financial personnel must be familiar with these sources. The main sources are:
(1) National financial funds: financial allocation: national key construction projects.
Financial discount: used for new projects and changed projects.
Working capital: used for the production and operation turnover of general enterprises.
Share subscription: a joint-stock enterprise that conforms to the national industrial policy.
(2) Credit funds of commercial banks. More than 70% of the enterprise's working capital depends on commercial banks, and its distribution is determined according to the principles of profitability, liquidity and safety.
(3) Non-bank financial institutions: such as trust and investment companies, leasing companies, insurance companies, etc., although limited in scale, are convenient and flexible and promising.
(4) Other enterprise funds: namely mutual financing, joint ventures, shares, bonds and commercial credit between enterprises.
(5) Retained income within the enterprise: namely, surplus reserve fund, development fund, reserve fund and undistributed profit extracted by the enterprise.
(6) Private equity fund: raising funds by raising funds, stocks, bonds, etc.
(7) Overseas funds: including absorbing foreign capital (holding foreign-funded enterprises and issuing stocks) and attracting foreign capital (borrowing foreign capital).
Third, financing methods.
Financing method refers to the specific form of enterprise obtaining funds. The main financing methods and characteristics of enterprises are as follows:
Financing type, financing mode, financing channel, capital cost, financial risk and capital nature
short
period
money
Short-term bank loans are getting higher and higher.
debt
affairs
money
golden
Commercial paper financial institutions or enterprises are the lowest and the largest.
Commercial credit customers (other enterprises) are high or low.
There is no or only the lowest average level of expenses payable to employees or the government.
long
period
money
Medium-and long-term borrowing banks are generally larger (higher in the short term).
Bond enterprises, banks and residents are generally large in scale (higher in the short term).
Leasing companies are generally high.
Direct investment enterprises and residents who absorb high and small rights and interests.
fund
Joint-stock companies, residents, etc. They are all very tall and small.
The retained earnings within the enterprise are very high and small.
Absorbing direct investment: it is a financing method for enterprises to absorb investment from countries, enterprises, individuals and foreign investors according to the principle of "investment, operation, risk and income".
Stocks are securities issued by joint-stock companies to raise their own funds, and they are the evidence for shareholders to own the shares of the company.
Absorbing direct investment and issuing stocks are both ways to raise funds from outside the enterprise. Stock issuance is mediated by securities, while direct investment is not mediated by securities. Absorbing direct investment is the basic way for non-joint-stock enterprises to raise their own funds.
Discussion: What financing methods do China enterprises like best at present? Why?
Issue shares: issue at a premium, which is higher than the net assets.
Fourth, financing portfolio.
How much money an enterprise spends in the short-term and long-term depends on the asset type of the enterprise and the preference of financial decision makers.
1, generally two factors:
(1) Relative risk: Generally speaking, under the same other conditions, the shorter the maturity date of the funds used by the company, the greater the risk that it will not be repaid, and vice versa, the smaller the risk. In addition, in addition to the risk of repayment, there is also the risk of interest cost, so the risk of short-term funds is relatively large.
(2) Relative cost: Generally speaking, the cost of long-term funds is relatively high for two reasons: on the one hand, the interest cost (interest rate) of long-term funds is high, on the other hand, long-term funds are inflexible, and even if they are not used, they have to pay interest.
2. Financing portfolio (there are four types)
(1) Normal financing portfolio Long-term financing = long-term assets
The current assets of an enterprise can be further divided into variable current assets and permanent current assets. Variable current assets refer to the part of current assets that is affected by seasonality and periodicity; Permanent current assets refer to the part of current assets used to meet the long-term minimum needs of enterprises.
Long-term assets are approximately equal to fixed assets+long-term (permanent) current assets: the current assets of an enterprise can rarely be reduced to zero, and some cash, materials and products are always reserved for normal production and operation.
Features: Features: Both fixed assets and long-term current assets are solved by long-term financing. The financing cost is moderate and the risk is relatively small.
(2) Risk-taking financing portfolio
Features: Fixed assets and some long-term current assets are solved by long-term financing, and some long-term current assets are also solved by short-term financing. The financing cost is low, but the risk is relatively high.
(3) conservative fund-raising combination
Features: Long-term assets and part of short-term current assets are solved by long-term financing, while short-term current assets are only partially solved by short-term financing. The financing cost is high, but the risk is relatively small.
V. Significance and requirements of independent financing of enterprises
1, meaning: necessity and feasibility
(1) The cancellation of the supply system forced enterprises to raise funds independently.
(2) Enterprises operate independently, which objectively requires enterprises to raise funds independently.
(3) Self-financing is an important way to reasonably save the use of funds and improve the effect of fund utilization.
(4) The formation of financial market creates conditions for enterprises to raise funds independently.
(5) The change of financing environment makes it possible for enterprises to raise funds independently.
2. Financing requirements
(1) Accurately determine the financing amount.
The quantity should not be too much (causing idleness) or too little (affecting business)
(2) Reasonable arrangement of financing time
Keep it when necessary, or it will be idle.
(3) Reduce financing cost and improve financing efficiency.
Under the same conditions, reducing financing cost is equal to improving efficiency.
(4) Optimal arrangement of financing (capital) structure
Reasonable capital structure is helpful to improve income and reduce risk.
(5) Abide by relevant national financial laws and regulations and safeguard the rights and interests of investors.
It is necessary to safeguard the rights and interests of both owners and creditors.
Section 2. Raising enterprise capital
I. Capital and Capital System
1. Capital refers to the registered capital of an enterprise registered in the administrative department for industry and commerce. In layman's terms, capital is the capital invested by investors for starting a business, and it is also the guarantee for investors to bear business risks. Including legal capital, registered capital and paid-in capital.
There are three types of provisions on the term of capital raising: P69 paid-in capital system, authorized capital system and compromised capital system.
2. Capital system
Capital system is a series of regulations made by the state on enterprise capital. Its contents may include the following aspects:
(1) legal capital system: the minimum capital of a registered enterprise is stipulated by law, otherwise it will not be registered.
(2) Registration system for capital verification: The invested capital shall be verified by the certified public accountant of the accounting firm and be valid only after a certificate is issued. Those who fail to declare their registered capital or make contributions on schedule may not apply for registration of enterprises.
(3) Capital preservation system: Unless the capital is reduced with the approval of the administrative department for industry and commerce, the capital shall not be withdrawn or reduced during normal operation.
(4) Capital accounting system: Enterprises must set up special accounts to account and reflect the capital invested by investors. Joint-stock enterprises are reflected in the face value of shares, while other enterprises are reflected in the actual amount.
(5) Owner's rights and responsibilities system: For example, a joint-stock company stipulates the rights and obligations (responsibilities) of shareholders.
3. The relationship between capital system and property rights
Enterprise reform is to straighten out property rights relations, and the basic starting point is to implement the principle of "who invests, who owns and who benefits". The fundamental measure to implement this principle is to implement the capital system. Through the capital system, the proportion of investors in the total capital of enterprises can be clearly determined, so as to determine their due benefits and risks. Therefore, the capital system is the fundamental guarantee of the property right system under the conditions of modern market economy.
The importance of capital system:
(1) is beneficial to protect the owner's rights and interests.
(2) It is conducive to the correct measurement of profit and loss and truly reflect the operating results.
(3) It is conducive to improving the enterprise management mechanism (self-management, self-financing, self-development and self-discipline).
(4) It is beneficial to straighten out the distribution relationship of enterprises.
(5) It is beneficial to protect the interests of creditors.
The new content of property right reform, the definition of state-owned subject (quantity and quality)
Second, the principle of raising capital: the principle of determining capital.
Principle of capital enrichment
P7 1 principle of capital preservation
Principle of capital appreciation
Principle of comprehensive utilization
Three. Relevant provisions on capital raising
Provisions on invested capital
(1) Financing method: There are many ways, which can be to absorb monetary funds or to invest in physical or intangible assets. In any case, you must abide by relevant laws and regulations.
(2) Financing time: You can raise funds at one time or by stages. Joint-stock companies must fully contribute their capital at one time, and foreign-invested enterprises can contribute their capital by stages, with the longest period not exceeding three years, of which the initial contribution shall not be less than 15%.
(3) Contribution of intangible assets: generally not more than 20% of the registered capital, and not more than 30% with special approval. (approved by the administrative department for industry and commerce, limited to high and new technology.
Statutory capital requirements
In order to ensure that enterprises have the necessary funds and bear business risks, China has stipulated the minimum capital of enterprises. The criteria are as follows:
(1) enterprise legal person (limited liability company): (Provisions on registration conditions of legal persons)
The registered capital of a productive company shall not be less than 500,000 yuan.
The registered capital of a commercial wholesale company shall not be less than RMB 500,000.
The registered capital of a retail commercial company shall not be less than 300,000 yuan.
The registered capital of a technology development, consulting and service company shall not be less than 654.38 million yuan.
National autonomous areas can be reduced by 50% according to the above provisions.
(2) Enterprises with foreign investment:
The total investment is below $3 million, and the registered capital is not less than 70%.
The total investment is below $3 million-/kloc-0 million, and the registered capital is not less than 50%.
The total investment is below US$ 65,438+US$ 0,000-30 million, and the registered capital is not less than 40%.
The total investment is over USD 30 million, and the registered capital is not less than 1/3.
(3) Joint-stock companies: (as stipulated in the Company Law)
The minimum amount is RMB 654.38+million.
Foreign investment, not less than 30 million yuan.
Listed companies: not less than 50 million yuan.
Section 3. Stock financing
Joint-stock companies can raise funds by issuing shares. Stocks can be divided into two types: common stock and preferred stock. Not all joint-stock enterprises can issue shares.
I. Classification and characteristics of stocks
Stock: Stock is a kind of securities issued by a joint-stock company to shareholders. As a share certificate to obtain dividends, it is an equity securities representing the right to distribute certain economic interests.
Shareholders' rights: (1) Company control. (2) stock options. (3) Income distribution right.
Stock classification: (1) Common stock and preferred stock. (2) Shares with par value and shares without par value. (3) Registered shares and bearer shares. (4)A shares, B shares and H shares only introduce common shares and preferred shares.
4. The characteristics of common stock:
(1), no expiration date: it can be used permanently.
(2) Uncertain dividend: It depends on after-tax profit.
(3) It is equity securities: it can enjoy the rights of the owner, such as management rights and voting rights.
Analysis: Why are China enterprises keen to issue shares?
Second, the value elements of common stock
1, par value: the amount indicated on the face of a stock, which indicates neither its value nor its price.
It has two functions: one is to represent the proportion of shares in the total share capital, and the other is to represent the lower limit of the issue price of shares.
2. Book value: the company's net book assets per share.
Discussion: Can the share price fall below the book value? Why? How to calculate the adjusted book net assets?
Book value of common stock
3. liquidation value: the company's net assets per share.
Discussion: What is the difference between clearing net assets per share and book net assets per share? What is the basis of calculation?
liquidation value
4. Intrinsic value: that is, the theoretical price of the stock, that is, the present value of the future earnings of the stock.
5. Market price: that is, the buying and selling price of stocks in the market.
6. P/E ratio =
Three. Stock issuance shall refer to the provisions of the Regulations on Issuance.
1. Conditions for issuance (conditions for public offering)
Production and operation conform to the national industrial policy.
The shares subscribed by the promoters shall not be less than 35% of the total amount.
The promoters have not committed any major illegal acts within three years.
The return on net assets reaches a certain standard.
The amount of initial stock issuance shall not be higher than twice the net assets.
This company has been established for more than three years.
Discussion: Are the above provisions scientific? Are the problems of listed companies related to these regulations? How to improve?
2. Application procedures for public offering of shares
Examination and approval system
Examination and approval system
The application for asset appraisal is approved by the local government or the central department (or recommended by the securities firm), submitted to the CSRC for examination and approval, and then issued after applying to the listed company for approval.
The application report, resolutions, approval documents, preparation registration certificate, draft articles of association, prospectus, feasibility report, statements for the last three years, lawyer's opinions, asset appraisal report, underwriting scheme and agreement shall be submitted when applying.
3. Distribution method
(1) underwriting method: underwriting or consignment.
Securities institutions underwrite or sell on a commission basis. Underwriting and consignment must sign an agreement.
(2) Distribution method:
A: Placement in proportion to the market price.
B: online pricing lottery tickets
C: Unlimited lottery form (if you like)
D: time deposit certificate method: (such as Tsingtao beer)
E: Bidding procurement method: (such as Xiamen, Xiamen, etc.). )
4. Issue price: There is no uniform standard at present. Mainly consider the following factors:
(1) par value of shares: (not less than par value)
(2) Net assets per share: (not less than net assets per share)
(3) After-tax profit per share:
(4) P/E ratio of secondary market
The issue price is flexible.
Issue price = average annual after-tax profit in the first three years of issue × multiple of issue price-earnings ratio (below 20 times price-earnings ratio).
Different from the standard price-earnings ratio
Discussion: Why do companies fake more for listing?
Four, the advantages and disadvantages of common stock financing and strategies
1, advantages:
A: Improve the company's financial situation and reduce financial risks.
B: Improve the company's reputation and reduce the cost of bond financing.
2. Disadvantages: A: High capital cost
B: It may cause the existing shareholders to lose control.
C: it's inconvenient to keep secrets
3. Strategy: When the risk is high, issue stocks to reduce the risk.
Issue stocks when the income is small to avoid negative financial leverage.
High yield and low risk, issuing bonds to reduce costs.
The demand for funds is large, and stocks and bonds are issued at the same time.
Verb (abbreviation of verb) The characteristics and issuing strategy of preferred stock.
1. Characteristics of preferred stock: it has dual characteristics of stock and bond;
(1) has certain priority: first, dividend priority; Second, the priority of the distribution of surplus property.
(2) The dividend rate is determined in advance and paid from after-tax profits.
(3) There is no time limit, and enterprises can use it permanently.
(4) Priority shareholders have no right to participate in management decisions.
2. Types of preferred shares
Can be classified according to different signs:
(1) Dividends can be divided into:
Accumulated preferred stock: when the company is unable to pay dividends, it can pay them in the next year.
Non-cumulative preferred stock: when the company is unable to pay dividends, it will not pay them in the future.
(2) according to whether to participate in the distribution of residual profits can be divided into:
Participate in the distribution of preferred shares: if there is excess profit, you can participate in the distribution of excess profit.
Do not participate in the distribution of preferred shares: those who have excess profits have no right to participate in the distribution of excess profits.
(3) According to whether it can be converted into common stock, it can be divided into:
Convertible preferred stock: convertible into common stock in the future.
Non-convertible preferred stock: common stock that cannot be converted in the future.
(4) According to whether it can be recovered, it can be divided into:
Redeemable preferred stock: It is issued with a redemption clause and can be redeemed when it appears.
Irrecoverable preferred stock: it cannot be recovered without terms.
At present, China only issues cumulative preferred shares, non-participating preferred shares, non-convertible and irrecoverable preferred shares.
3. Preferred stock financing strategy.
Advantages: It can improve the company's financial situation.
Can generate financial leverage.
Does not affect the control of the original shareholders.
Disadvantages: high capital cost
It may produce negative financial leverage.
Strategy: Issue when financial leverage conditions are met.
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