上市公司资产重组的法律问题.doc

PAGE 7 本科毕业论文（设计） 外 文 翻 译 外文出处 Canadian Social Science. 外文作者 Jinlong ZHAO, Gaiqin ZHANG 原文： Legal.Issues on the Asset Restructuring of Listed Companies 1. THEORIES ON ASSET RESTRUCTURING OF LISTED COMPANIES 1.1 Comparision of asset restructuring with other relevant concepts Asset restructuring is dependent concept that exists during the process of state-owned enterprise reform.After many years of development, there has been rich fruit of studies on asset restructuring, but differentpeople have different point of views about the concept of asset restructuring, the question finally settled in 2008. The application scope of Management on Significant Asset Restructuring of Listed Company,which was formulated by Securities Regulatory Commission on March 24, 2008, came to effect on May 18, 2008. From this administrative legislation, we can definite the concept of asset restructuring, that is,asset restructuring means enterprise trade asset by the way of buying, selling and other ways outsidedaily business, which lead to the change of main business, asset and income.3 The definition of asset restructuring can help us separate asset restructuring from related concept. 1.1.1 Asset restructuring and capital operation The practice of capital operation originated in the west world, especially from the developed market economy countries such as USA, UK etc. Nevertheless, the just concept of asset restructuring was born formally in China. What is so-called operation is to achieve capital appreciation by arrangement asset artificially by the way of investment and financing, asset restructuring and property right trades and so on. Therefore, capital operation have larger scope than asset restructuring, asset restructuring is just one of means of capital operation. However, asset restructuring is the most important means of capital operation, so asset restructuring and capital operation often mix. 1.1.2 Asset restructuring and corporate r