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Nanjing Huayu Coal Industry Co., Ltd. meets the objective requirements of the development of socialist commodity economy and the needs of its own development. Aiming at a bankrupt chemical fertilizer plant in Anhui, this paper discusses how to revitalize the enterprise's asset stock, fully mobilize the workers' labor enthusiasm, enhance cohesion and revitalize it. To this end, the board of directors of the company has sent personnel to a chemical fertilizer plant in Anhui for business inspection and repeated technical and economic evaluation. Finally, it is considered that adjusting the ownership structure, implementing property rights innovation and constructing new interest mechanism and driving mechanism are the only way out for enterprise development. On this basis, Nanjing Huayu Coal Industry Co., Ltd. plans to participate in the property right reform of a chemical fertilizer plant in Anhui and acquire the assets of the enterprise as a whole. The scheme is as follows:

Article 1 Nature and legal form of enterprise acquisition

1. Nanjing Huayu Coal Industry Co., Ltd. undertakes the debt, that is, when the assets of a fertilizer plant in Anhui are equivalent to the debt, the acquirer accepts its assets on the condition that it undertakes the debt of the acquired party, and its property rights belong to Nanjing Huayu Coal Industry Co., Ltd.

Nanjing Huayu Coal Industry Co., Ltd. is naturally willing to lose its legal personality after acquiring the assets of a chemical fertilizer plant in Anhui as a whole. The buyer will follow the principle of People's Republic of China (PRC) Company Law and set up a new limited liability company, tentatively named Anhui Huayu Chemical Co., Ltd. The company will operate according to law with all its corporate assets, be responsible for its own profits and losses, enjoy civil rights and bear civil liabilities.

3. The administration of the newly established Anhui Huayu Chemical Co., Ltd. is still under the leadership of the local people's government.

Article 2 Standards for the transfer and conversion of enterprise property rights

1. The existing net asset value of a chemical fertilizer plant in Anhui Province is based on the assessed value of 32,642,800 yuan provided by the final ruling of the local people's court.

2. Nanjing Huayu Coal Industry Co., Ltd. informed a chemical fertilizer plant in Anhui to stop production for one year, and the corrosion and wear of chemical equipment accelerated. The new rate of 70% should be considered when proposing the asset conversion standard. After calculation, the actual net asset value of the acquired enterprise is 22.848 million yuan.

3. Nanjing Huayu Coal Industry Co., Ltd. recognized the total assets of a chemical fertilizer plant in Anhui with 22.848 million yuan. At the same time, it was transferred to Nanjing Huayu Coal Industry Co., Ltd. to carry out the debt that should be borne by the acquisition of a chemical fertilizer plant in Anhui.

Article 3 the source and payment period of the transfer fee of the purchaser.

1. Sources of funds for Nanjing Huayu Coal Industry Co., Ltd. to acquire Anhui Fertilizer Plant:

① The company's own funds;

(2) Bank loans that the company intends to use for investment;

(3) Depreciation fund withdrawn by the company;

(4) The company's retained profits and taxes returned according to policies.

2. The debt (property right transfer fee) that Nanjing Huayu Coal Industry Co., Ltd. needs to repay to the local people's government is 22.488 million yuan, which is planned to be repaid in four years, with an annual repayment of 57 1.2 million yuan.

Article 4 Disposal of debts and creditor's rights of the acquired party

1. Nanjing Huayu Coal Industry Co., Ltd. undertakes the confirmed debt of 22.488 million yuan, and no longer undertakes other debts.

2. The creditor's rights of a chemical fertilizer plant in Anhui Province shall be written off according to the relevant provisions of the accounting system.

3. The wages, medical expenses, welfare expenses, survivors' subsidies, fund-raising funds and bank loans owed by a former fertilizer plant in Anhui can be compensated by the local people's government from the 22.488 million yuan repaid by Nanjing Huayu Coal Industry Co., Ltd. until it is zero.

Article 5 Employee placement and welfare treatment

1. The salary, welfare and medical expenses of 158 employees who have gone through retirement formalities in a chemical fertilizer factory in Anhui Province remain unchanged.

2. The former 134 employees of a chemical fertilizer factory in Anhui Province were less than 5 years away from the statutory retirement age, belonging to special types of work, and requested the government to agree to go through retirement procedures and enjoy retirement benefits. Nanjing Huayu Coal Industry Co., Ltd. no longer considers its resettlement and the payment of wages and welfare funds.

3. Nanjing Huayu Coal Industry Co., Ltd. agreed in principle to accept the resettlement of the remaining employees of a former fertilizer plant in Anhui Province and enter Anhui Huayu Chemical Co., Ltd. for employment.

4. Nanjing Huayu Coal Industry Co., Ltd. will abide by the Labor Law of People's Republic of China (PRC) and other relevant laws and regulations, and re-sign the labor contract with the former employees of a fertilizer plant in Anhui on the basis of voluntariness, equality and consensus, so as to clarify the rights and obligations of both parties and establish labor relations according to law.

Nanjing Huayu Coal Industry Co., Ltd. will gradually improve the welfare of employees according to the distribution principle of combining distribution according to work with dividend according to shares.

(1) Nanjing Huayu Coal Industry Co., Ltd. implemented post compensation system for employees' income at the stage of not paying off the debt of government assets transfer fee, and strived to earn 800 yuan per capita monthly income.

(2) Nanjing Huayu Coal Industry Co., Ltd. implemented the employee stock ownership system within the enterprise after repaying the assets transfer fee of the Qing government, that is, according to certain legal procedures, through tasting subscription and free distribution.

6. Nanjing Huayu Coal Industry Co., Ltd. shall pay social insurance premiums, medical insurance premiums and unemployment benefits for the remaining employees who have not retired in accordance with the relevant regulations of the local government.

7. Before Nanjing Huayu Coal Industry Co., Ltd. took over a chemical fertilizer plant in Anhui, it gave a one-time appropriate economic compensation with reference to the relevant regulations of the local government.

Article 6 Post-acquisition equipment transformation plan

1. Nanjing Huayu Coal Industry Co., Ltd. plans to invest 4 million yuan for equipment overhaul after formally accepting a chemical fertilizer plant in Anhui. Fill in the existing equipment of the enterprise and complete the technical transformation. It takes 15-20 working days to complete the equipment maintenance of the whole plant, so that it can reach the designed production capacity.

2. Nanjing Huayu Coal Industry Co., Ltd. plans to invest 5 million yuan in working capital. Resume production within 0/5 working days after overhaul to ensure that the products meet the quality standards stipulated by the state.

3. The main varieties produced by the company are still mainly liquid ammonia and ammonium bicarbonate.

4. In 2008, the company plans to build a 200,000-ton/year sulfur-based compound fertilizer project with a chemical company in Anhui through internal and external financing channels.

Article 7 Post-acquisition management

1. After Nanjing Huayu Coal Industry Co., Ltd. officially took over the former Anhui Chemical Fertilizer Plant, the first consideration when making a personnel inspection decision was to retain talents and entrust them for reuse, so as to relieve the worries of the insiders of the acquired enterprise as soon as possible and eliminate pessimism. At the same time, it is necessary to carry out necessary interpersonal communication, formulate policies to stabilize talents, and urge employees to work with peace of mind in their new jobs.

2. The new company will actively implement the enterprise resource planning (ERP) management mode according to the modern enterprise management concept. Efforts should be made to unify the logistics, capital flow and information flow of an enterprise for management, comprehensively balance and give full consideration to the resources such as manpower, capital, materials, equipment, production technology, information and time owned by the enterprise, make maximum use of the existing resources of the enterprise, achieve greater economic benefits, and scientifically and effectively manage the specific business work of the enterprise such as people, finance, materials, production, supply and sales.

3. The new company should strive to maintain the external relations of the original enterprise. For enterprises closely related to the company's production, supply and marketing, we should explain the company's business philosophy and policy stability through various direct and effective ways, so that they can rest assured and continue to cooperate with Anhui Huayu Chemical Co., Ltd.

Article 8 Post-acquisition tax management

After Nanjing Huayu Coal Industry Co., Ltd. acquired a chemical fertilizer plant in Anhui, it resumed normal production and operation income tax and paid it to the local tax administration department according to the prescribed proportion.

Article 9 Internal employee equity incentive system

1. Nanjing Huayu Coal Industry Co., Ltd. will implement the employee stock ownership system within the enterprise to revitalize a fertilizer plant in Anhui.

2. Source of shares: The creditor's rights (wages, benefits and fund-raising funds owed by a chemical fertilizer plant in Anhui Province) can be converted into shares on the premise of employees' willingness.

3. In order to reduce the risk of employees, the company mainly promotes preferred shares in the form of employee stock ownership.

4. The internal employee stock ownership system first forms the same interest subject with the enterprise by employees subscribing for the shares of the enterprise, and becomes the owner-investor of the enterprise in assets. At the same time, it is also different from the previous internal shares of enterprises, which exist as natural persons, but operate centrally through trade unions-enterprise associations. 2-3 employee stock-holding meetings can be established to join Anhui Huayu Chemical Co., Ltd. as shareholders to assist in enterprise management. In this way, employees and the company have formed the same interests of "one glory and one loss", thus establishing the real "master" status of employees in Anhui Huayu Chemical Co., Ltd.

Article 10 Party organization construction

After taking over the former Anhui Fertilizer Plant, Nanjing Huayu Coal Industry Co., Ltd. set up party organizations and trade unions in the newly established company, accepted the leadership of local party committees and trade unions, and was responsible for the political and ideological work and democratic management of employees.

Article 11 Preferential policies

Nanjing Huayu Coal Industry Co., Ltd. bought a chemical fertilizer plant in Anhui, and the local people's government gave preferential policies:

1, all the local retained part of the value-added tax will be returned within three years;

2. Urban construction tax, education surcharge, property tax, land tax and stamp duty within two years from the date of production. , first levy and then return;

3. From the date of profit, the income tax will be refunded in full in the first three years and 50% in the second two years;

4. The environmental protection fees paid shall be returned in full;

5, five years shall be exempted from water conservancy construction fund and river engineering maintenance fee;

6, the new main investment in new projects, only charge a fee, administrative charge free, operating fees levied by half;

7. If a local enterprise newly uses the allocated land to set up a business, the government can directly transfer the land use right to the new subject, and be exempted from the real estate transaction tax payable for the change of real estate property rights;

8. The assessment and capital verification fee, industrial and commercial registration fee, notarization fee and arbitration fee to be paid by the newly established entity may be charged according to the minimum standards stipulated by the state or be charged at half on this basis;

9. Halve or waive tolls for local bridges and rivers;

10, continue to enjoy the subsidy of catalogue electricity price, and be free of power capacity increase fee.

Article 12 Other external guarantee conditions

1. In order to create a good production and operation environment for Anhui Huayu Chemical Co., Ltd., the local people's government implements closed management of the company to avoid unreasonable external apportionment, fund-raising and price increase, and ensure a good social order for the enterprise. If a few people interfere with the enterprise (not because of the production, operation and management of the enterprise), the local people's government will take effective measures to correct it in time.

2. During the transition period when Nanjing Huayu Coal Industry Co., Ltd. acquired a chemical fertilizer plant in Anhui, the local people's government should ensure that the enterprises with good production environment and production conditions (including water, electricity, communication, road and equipment maintenance, etc.) are all good. If the basic production conditions of enterprises are affected, the local people's government shall take necessary measures to solve them quickly.

Nanjing Huayu Coal Industry Co., Ltd. went to the economic and technical evaluation group of a chemical fertilizer plant in Anhui Province