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国有企业的转股即债权转股权,实际上是资产公司与原债务人新设公司而使债权转变为股权的,是一种间接的债转股。基本做法是:原债务人以净资产出资、资产公司以债权出资(实际为现金)依法设立新的有限公司或股份有限公司(下称‘新公司’),原债务人与资产公司成为新公司的平等的股东,按出资比例持有相应的股权,原债权、债务关系因此全部或部分消减。这一做法完全不同于无需新设会司、只是原有公司增加注册资本的直接的债转股。
The transfer of shares of state-owned enterprises, that is, conversion of debt into equity, is actually an indirect conversion of debt into equity by the newly established company of the asset company and the original debtor. The basic approach is: the original debtor to pay the net assets, the assets of the company to use debt financing (actually in cash) to set up a new limited company or limited liability company (hereinafter referred to as ’new company’), the original debtor and the assets of the new company to become equal Of the shareholders, according to the proportion of funds held by the corresponding shareholding, the original debt, debt relationship thus reduced in whole or in part. This approach is completely different from the need to establish a new club, but the original company to increase the registered capital of direct debt to equity.