First, fully understand the merger of enterprises
Major restructuring. In recent years, enterprises in various industries and fields have actively integrated through mergers, equity and asset acquisitions, accelerated the pace of mergers and acquisitions, and continuously optimized the industrial structure, achieving remarkable results. However, some industries have serious redundant construction, low industrial concentration, weak independent innovation ability and weak market competitiveness. Under the new situation of increasingly severe resource and environmental constraints, fierce international industrial competition and obvious rise of trade protectionism, we must earnestly promote enterprise merger and reorganization, deepen enterprise reform, promote the optimization and upgrading of industrial structure, accelerate the transformation of development mode, improve development quality and efficiency, enhance our ability to resist international market risks, and achieve sustainable development. All localities and departments should take the promotion of enterprise merger and reorganization as an important task to implement Scientific Outlook on Development and maintain stable and rapid economic development, further unify their thinking, correctly handle the relationship between the part and the whole, the present and the long-term, and earnestly promote the implementation of enterprise merger and reorganization work deployment.
Second, the main objectives and basic principles
(1) main target.
Deepen the reform by promoting the institutional mechanism of enterprise merger and reorganization, and improve the basic economic system with public ownership as the main body and multiple ownership economies developing together. The layout and structure of the state-owned economy, accelerate the strategic adjustment, promote the rational flow mechanism of the right to speak of state-owned capital, encourage and support private enterprises to participate in the reform of state-owned enterprises in competitive fields, and adjust and reorganize the development of non-public economy and small and medium-sized enterprises. Enterprises should change their operating mechanism, improve corporate governance structure, establish a modern enterprise system, strengthen and improve internal management, strengthen scientific and technological innovation, promote scientific and technological progress and independent innovation, eliminate backward production capacity, reduce overcapacity, promote mergers and acquisitions, save energy and reduce emissions, and improve market competitiveness.
Further implement the adjustment and revitalization of key industries, and make the dominant enterprises bigger and stronger. In automobile, steel, cement, machinery manufacturing, aluminum, rare earth and other industries, we will promote the strong alliance of superior enterprises, cross-regional mergers and acquisitions, foreign mergers and acquisitions and investment cooperation, improve industrial concentration, promote large-scale and intensive management, accelerate the cultivation of well-known brands and independent intellectual property backbone enterprises, cultivate a number of large enterprise groups with international competitiveness, and promote the optimization and upgrading of industrial structure.
(2) Basic principles.
1。 Give full play to the main role of enterprises. Fully respect the wishes of enterprises, fully mobilize the enthusiasm of enterprises, and guide and encourage enterprises to participate in mergers and acquisitions voluntarily and independently by improving relevant industry plans and policies and measures.
2。 Adhere to market-oriented operation. Follow the laws of market economy, give full play to the basic role of market mechanism, standardize administrative behavior, and the company conducts mergers and acquisitions through equal consultation and legal compliance to prevent "matchmakers".
3。 Promote effective market competition. Coordinate, guide and promote the improvement of industrial concentration, promote the coordinated development of small and medium-sized enterprises and enterprises of various ownership systems, promote fair competition and the survival of the fittest, and form a market structure with reasonable structure, effective competition and standardization.
4。 Maintain the harmony and stability of enterprises and society. Strictly implement relevant laws and regulations, enterprise merger and reorganization, asset disposal, employee placement and other issues, properly solve debts, protect the legitimate rights and interests of creditors, debtors, employees and other stakeholders, and promote social harmony and stability.
Third, enterprise mergers and acquisitions to eliminate institutional barriers
(1) Clean up laws and regulations that restrict cross-regional mergers and acquisitions. In order to optimize the industrial layout and further break the market segmentation and regional blockade, we should carefully clean up and abolish all kinds of regulations that hinder fair competition, especially those that restrict the introduction of foreign enterprises to merge and reorganize local enterprises.
(two) straighten out the distribution of interests between regions. On the premise of not damaging the relevant national policies and regulations, after the signing of the agreement, the scale and profitability of enterprise M&A will properly solve the ownership problem of industrial added value enterprise M&A statistics according to enterprise assets, and realize the enjoyment of enterprise M&A results.
(3) Relax the market access of private capital. Effectively develop private capital in industries and fields not prohibited by laws and regulations, and relax the restrictions on equity ratio. Accelerate the reform of monopoly industries, encourage private capital to enter the competitive business field of monopoly industries through mergers and acquisitions, and support private capital to enter the fields of infrastructure, public utilities, financial services and social undertakings.
Fourth, strengthen the guidance and policy support for enterprise mergers and acquisitions.
(a) the implementation of preferential tax policies. Study and improve the tax policy to support the merger and reorganization of enterprises. Tax incentives are given to enterprise assets evaluation and appreciation, debt restructuring income, land and housing ownership transfer, etc. involved in the merger and reorganization, specifically in accordance with the Notice on Several Issues Concerning the Treatment of Enterprise Income Tax in the Merger and Reorganization (Caishui [2009] No.59) and the Notice on Deed Tax Policy in Some Specific Enterprise Reorganization (Caishui [2008] 175) of People's Republic of China (PRC).
(2) Strengthen financial input. Set up special funds in the central state-owned capital operating budget to support the merger and reorganization of central enterprises through technological innovation, interest subsidies and employee resettlement subsidies. Encourage local governments to encourage commercial banks to increase credit support through financial interest subsidies, credit incentives and subsidies, and make efforts for mergers and acquisitions of enterprises. Where conditions permit, special funds can be set up to support the merger and reorganization of enterprises in the region, and financial investment will give priority to the merger and reorganization of enterprises identified in the adjustment and revitalization plan of key industries.
(3) Increase financial support. Commercial banks should actively and steadily carry out M&A loan business, expand the loan scale and reasonably determine the loan term. Encourage commercial banks to provide comprehensive credit to enterprises after merger and reorganization. Encourage securities companies, asset management companies, investment funds and equity investment funds to participate in mergers and acquisitions and other industries, and provide direct investment, entrusted loans, bridge loan and other financial support. Actively explore the establishment of special M&A funds and other new financing M&A models, improve the exit mechanism of equity investment, and attract social funds to participate in corporate mergers and acquisitions. Support cross-border mergers and acquisitions through domestic and foreign loans, syndicated loans and loan interest subsidies.
(4) Support business innovation and technological progress. Support qualified enterprises to establish enterprise technology centers, improve research and development level and independent innovation ability, and accelerate the transformation of scientific and technological achievements into real productive forces. Support enterprise merger and reorganization, product structure adjustment and technological transformation, and give priority support to technological innovation funds in line with national industrial policies. Encourage and guide enterprises to eliminate backward production capacity through mergers and acquisitions, and effectively prevent blind expansion of nominal production capacity and low-level redundant construction through mergers and acquisitions.
(V) Give full play to the role of the capital market in promoting enterprise restructuring. Further promote the market-oriented reform of capital market mergers and acquisitions, improve the market-oriented pricing mechanism, improve relevant laws and regulations and supporting policies, support enterprises to use the capital market to carry out mergers and acquisitions, and promote industry integration and industrial upgrading. Support qualified enterprises to carry out M&A financing by issuing stocks, bonds and convertible bonds. Encourage listed companies to use financial innovations such as equity and cash as payment means, broaden financing channels, improve efficient capital markets, and realize mergers and acquisitions.
(6) Improve relevant land management policies. If the merger and acquisition of allocated land meets the requirements and the local people's government approves that it can continue to be allocated through transfer, if the land at or above the county level does not meet the conditions of allocated land, the obligee shall take the legal land use right price of the allocated land use right as the basis. The original land distribution involved in the production and operation of enterprise merger and reorganization projects determined in the Plan for the Adjustment and Revitalization of Key Industries, and the land and resources approved by the provincial people's government can be disposed of in other ways after capital injection (shareholding).
(7) Properly solve the problems of debt and resettlement. Merger and reorganization must be carried out in strict accordance with relevant laws and policies, properly handle the classification of creditor's rights and debts, perform liquidation responsibilities, and ensure the legitimate rights and interests of creditors and debtors. Study debt restructuring policies and measures, and support asset management companies, venture capital enterprises, equity investment funds, industrial investment funds and other institutions to participate in the debt treatment of merged enterprises. Effectively implement relevant policies and regulations, and actively and steadily solve problems such as labor relations, social insurance continuity, and wage arrears. Formulate and improve relevant policies and measures, continue to support the restructuring of large state-owned enterprises and auxiliary industries, and divert surplus personnel. Earnestly implement a proactive employment policy to promote the reemployment of laid-off workers, and the required funds will be paid from the special employment funds.
(8) Deepening enterprise reform and management innovation. Encourage mergers and acquisitions, establish a standardized corporate governance structure for the company's production enterprises and shareholding system reform, reform enterprises, innovate management concepts, management mechanisms and means, strengthen and improve production and operation, promote independent innovation, and enhance the competitiveness of market enterprises.
Verb (abbreviation for verb) improves management, merger and acquisition services.
(1) information consulting service. Accelerate the introduction and training of familiar business, especially cross-border M&A expertise, establish a public service platform for promoting M&A activities at home and abroad, broaden the information exchange channels of M&A and reorganization, strengthen market information, strategic consultation, legal consultant, financial consultant, asset evaluation, property right transaction, financing intermediary, independent audit and enterprise management consulting services and intermediary services, promote M&A and reorganization of enterprises, and accelerate professional and standardized development.
(2) Strengthen risk monitoring. Supervise and urge enterprises to strictly implement laws, regulations and policies related to mergers and acquisitions, standardize operating procedures, strengthen information disclosure, guard against moral hazard, and ensure openness and transparency of mergers and acquisitions. In-depth study of various contradictions and problems that may arise in the merger and reorganization of enterprises, strengthen risk assessment, properly formulate corresponding emergency plans and measures, and maintain the harmony and stability of enterprises and society. Effectively prevent and crack down on insider trading and market manipulation, prevent malicious acquisitions and mergers of enterprises, and prevent refusal to pay, tax evasion, evasion of debts and loss of state-owned assets. Give full play to the advisory services and guiding role of domestic banks, securities companies and other financial institutions in cross-border mergers and acquisitions, help enterprises to formulate risk prevention and response plans for overseas mergers and acquisitions, and protect their interests.
(3) Maintaining fair competition and national security. Improve relevant management measures, strengthen and improve the management of mergers and acquisitions of major enterprises, and realize the statutory declaration standard of concentration of operators. Operators will be reviewed in accordance with the law. Further improve the laws and regulations on foreign capital mergers and acquisitions and foreign capital mergers and acquisitions of domestic enterprises, establish and improve the national security review system, encourage and standardize the reorganization and transformation of domestic enterprises involving foreign capital, and participate in mergers and acquisitions to safeguard national security.
Merger and reorganization of enterprises and strengthening leadership work
Establish and improve the organization and coordination mechanism, and strengthen the leadership of enterprise merger and reorganization. Led by the Ministry of Industry and Information Technology, the Development and Reform Commission, the Ministry of Finance, Ministry of Human Resources and Social Security, the Ministry of Land and Resources, the Ministry of Commerce, the People's Bank of China, the State-owned Assets Supervision and Administration Commission, State Taxation Administration of The People's Republic of China, the China Banking Regulatory Commission and the Securities Regulatory Commission of the Ministry of Industry and Commerce participated in the establishment of an enterprise merger and reorganization coordination group to coordinate the merger and reorganization, study and solve major problems in promoting enterprise merger and reorganization, improve policies and supporting measures, implement relevant requirements for the adjustment and revitalization of key industries, and coordinate the implementation of relevant regions and enterprises. The region should strive to establish a good environment for cross-regional, cross-industry and cross-ownership mergers and acquisitions, and guide and urge enterprises to do a good job in mergers and acquisitions.
The State Council 20 10 August 28th.