The opinions on regulating the restructuring of state-owned enterprises are currently valid.

Opinions on Regulating the Restructuring of State-owned Enterprises

Since the 15th National Congress of the Communist Party of China, all localities have conscientiously implemented the policy of advancing and retreating in the state-owned economy, and actively Promote

the layout and structural adjustment of the state-owned economy, explore various effective forms of public ownership and various ways of restructuring state-owned enterprises, and achieve

remarkable results and accumulate valuable experience. However, some unstandardized phenomena occurred in the previous stage of state-owned enterprise restructuring work

leading to the loss of state-owned assets. The restructuring of state-owned enterprises is a highly policy-oriented work that involves the interests of investors, creditors, enterprises and employees. It must be actively explored and regulated in an orderly manner. In order to fully implement the spirit of the Party Central Committee on the structural adjustment of the state-owned economy and the reform of state-owned enterprises and ensure that the restructuring of state-owned enterprises is carried out in a healthy, orderly and standardized manner, the current The following opinions are put forward:

1. Improve the system and standardize operations

(1) Approval system. The restructuring of state-owned enterprises should be carried out in various forms such as reorganization, alliance, merger, leasing, contract operation, joint venture, transfer of state-owned property rights, joint-stock system, joint-stock cooperative system, etc. The restructuring of state-owned enterprises, including the transfer of state-owned shares of state-controlled and participating enterprises, or increasing the proportion of non-state-owned shares through capital increase and share expansion, must formulate a restructuring plan. The plan can be formulated by the unit holding the state-owned property rights of the restructured enterprise, or it can entrust an intermediary agency or the restructured enterprise (an enterprise that transfers state-owned property rights to the operator and manager of the enterprise and a state-owned joint-stock enterprise) Except) formulation. The state-owned enterprise restructuring plan must be governed by the Interim Regulations on the Supervision and Administration of State-owned Assets of Enterprises (State Council Order No. 378, hereinafter referred to as the "Regulations") and the Supervision and Administration of State-owned Assets of the State Council

The relevant provisions of the Commission (hereinafter referred to as the SASAC) shall be subject to decision or approval procedures and shall not be implemented without decision or approval.

If the restructuring of a state-owned enterprise involves finance, labor security and other matters, it must be reported in advance to the relevant departments of the people's government at the same level for review and approval

and then reported to the state-owned assets supervision and administration agency for coordination and approval; Matters concerning the government's public affairs management and approval shall be submitted to relevant government departments for review and approval in accordance with relevant national laws and regulations; enterprises invested by state-owned assets supervision and administration agencies shall be restructured into state-owned shares without controlling shares or

For enterprises that do not participate in equity (hereinafter referred to as non-state-owned enterprises), the restructuring plan must be submitted to the people's government at the same level for approval; the transfer of state-owned equity of listed companies

The approval is temporarily handled according to the current regulations and will be handled by the State-owned Assets Supervision and Administration Commission. Together with the China Securities Regulatory Commission, we will promptly study and put forward suggestions for improvement.

(2) Clearing assets and verifying capital. During the restructuring of state-owned enterprises, a comprehensive and careful inventory of all types of assets and liabilities of the enterprise must be carried out, and the receipts, cards, goods, cash, etc. must be complete, accurate and consistent. It is necessary to verify and define state-owned capital and its rights and interests in accordance with the principle of "who invests, owns, and benefits." Among them, the net assets formed by borrowing funds from state-owned enterprises must be defined as state-owned property rights.

If the identification and treatment of asset losses are involved in enterprise restructuring, the approval procedures must be carried out in accordance with relevant regulations. The legal representative and financial director of the restructured enterprise shall be responsible for the authenticity and accuracy of the assets and capital verification results.

(3) Financial audit. When a state-owned enterprise is restructured, the unit that directly holds the state-owned property rights must decide to hire a qualified accounting firm to conduct a financial audit. Any enterprise that is restructured into a non-state-owned enterprise must conduct a departure audit on the legal representative of the enterprise in accordance with relevant national regulations. Restructured enterprises must provide relevant financial accounting information and documents to accounting firms or government audit departments in accordance with relevant regulations, and shall not hinder their business operations. No one may instruct, instigate, or force the restructuring of corporate accounting institutions or accounting personnel to provide false information or documents or handle accounting matters illegally.

(4) Asset evaluation. When state-owned enterprises are restructured, they must hire a qualified asset appraisal firm to evaluate assets and land use rights in accordance with the "Measures for the Administration of State-owned Assets Appraisal" (State Council Order No. 91). State-owned holding enterprises must strictly comply with the procedures stipulated in relevant laws and regulations when conducting asset evaluation

. When transferring state-owned property rights to non-state-owned investors, the unit directly holding the state-owned property rights shall decide to hire an asset appraisal firm. The company's patent rights, non-patented technologies, trademark rights, goodwill and other intangible assets must be included in the scope of assessment. The evaluation results shall be approved by the unit that approves the restructuring of state-owned enterprises and the transfer of state-owned property rights in accordance with relevant regulations.

(5) Transaction management. The transfer of state-owned property rights of unlisted enterprises must enter the property rights trading market and is not subject to restrictions on region, industry, investment

investment and affiliation, and in accordance with the provisions of the "Interim Measures for the Administration of the Transfer of State-owned Property Rights of Enterprises", the information shall be disclosed, Bidding

Transfer. The specific transfer method can be auction, bidding, agreement transfer and other methods stipulated by national laws and regulations.

(6) Pricing management. The reserve price for transferring state-owned property rights to non-state-owned investors, or the conversion price of state-owned property rights when absorbing investment from non-state-owned investors with existing state-owned assets, shall be determined by the approval of the restructuring of state-owned enterprises and the transfer of state-owned property rights in accordance with relevant regulations.

Decided by the unit. The determination of the reserve price is mainly based on the results of asset evaluation, and at the same time, factors such as the supply and demand situation in the property rights trading market, the market price of similar assets, employee placement, and the introduction of advanced technology must be taken into consideration. The transfer price of state-owned shares of a listed company shall not be lower than the net assets per share and shall be reasonably priced with reference to the profitability and market performance of the listed company.

(7) Transfer price management. In principle, the price for transferring state-owned property rights should be settled in one lump sum. If it is really difficult to settle the matter in one go,

after negotiation between the transferor and the transferee, and approval by the unit that approves the restructuring of state-owned enterprises and the transfer of state-owned property rights in accordance with relevant regulations,

may be adopted in installments. Payment method. When paying in installments, the down payment shall not be less than 30% of the total price, and the remaining price shall be legally guaranteed by the transferee and paid within one year from the date of the down payment. The price for the transfer of state-owned property rights will be used first to pay the economic compensation of employees whose labor contracts are terminated and the social insurance premiums of employees transferred to the social security agency for management, as well as to repay debts and debts owed to employees. The remaining amount of social insurance premiums owed by the enterprise shall be dealt with in accordance with relevant regulations.

(8) Protect the interests of creditors in accordance with the law. The restructuring of state-owned enterprises must obtain the consent of creditor financial institutions, preserve financial claims, implement financial debts in accordance with the law, and safeguard the interests of other creditors. It is necessary to strictly prevent the use of restructuring to evade financial debts, and enterprises that have not fulfilled their financial debts are not allowed to undergo restructuring.

(9) Safeguard the legitimate rights and interests of employees. Plans for the restructuring of state-owned enterprises and plans for the restructuring of state-controlled enterprises into non-state-owned enterprises must be submitted to the enterprise's employee congress or workers' conference for review, and the opinions of employees must be fully listened to. Among them, the employee resettlement plan

needs to be reviewed and approved by the enterprise's employee representative conference or workers' conference before restructuring can be implemented. Enterprises that are restructured into non-state-owned enterprises must handle the labor relations between the restructured enterprises and their employees in accordance with

relevant policies. The wages, medical expenses and misappropriated employee housing provident funds owed by the restructured enterprises as well as the social insurance premiums owed by the enterprises must be settled in accordance with relevant regulations. Enterprises after restructuring must pay social insurance premiums in full and on time in accordance with relevant regulations, and promptly renew various social insurances for employees such as pension, unemployment, medical care, work-related injury, and maternity insurance. relation.

(10) Management buyout. The transfer of state-owned property rights to the business managers must strictly comply with the relevant national regulations,

as well as the requirements of this guidance, and the approval procedures must be performed in accordance with the relevant regulations.

The formulation of a plan to transfer state-owned property rights to the enterprise's managers

is the responsibility of the unit that directly holds the state-owned property rights of the enterprise or entrusts an intermediary agency to carry out the transfer. The managers

You are not allowed to participate in major matters such as decision-making on the transfer of state-owned property rights, financial audits, resignation audits, asset liquidation and capital verification, asset evaluation, determination of reserve prices

, and it is strictly prohibited to sell or buy state-owned property rights yourself. When managers raise funds for the acquisition of state-owned property rights, they must implement the relevant provisions of the "General Principles of Loans". They are not allowed to borrow money from state-owned and state-controlled enterprises, including their own enterprises, and are not allowed to use the funds of these enterprises

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State-owned property rights or physical assets are used as subject matter to provide guarantees, mortgages, pledges, discounts, etc. for financing. Business managers who are responsible for the decline in business performance of an enterprise shall not participate in the acquisition of state-owned property rights of the enterprise.

2. Strict supervision and accountability

Supervisory agencies at all levels, state-owned assets supervision and administration agencies and other relevant departments must strengthen contact, close cooperation, and increase

Strength of supervision and inspection of the restructuring of state-owned enterprises. By establishing an important matter notification system and a major case reporting system, as well as establishing and publishing reporting hotlines and mailboxes, we will promptly discover and seriously investigate and deal with disciplinary and illegal cases during the restructuring of state-owned enterprises.

For staff of state-owned assets supervision and administration agencies and enterprise leaders who use the opportunity of restructuring to transfer, embezzle, and embezzle state-owned assets

conceal assets and provide false accounting information, resulting in the loss of state-owned assets Those who commit fraud for personal gain, collude with buyers to transfer state-owned property at low prices, seriously neglect their duties, operate in violation of regulations, and harm the interests of the country and the people, must be carefully investigated and dealt with. Among them, those suspected of committing crimes will be transferred to judicial organs in accordance with the law; if they cause losses to state-owned assets, the relevant responsible persons will be held accountable for compensation in accordance with the provisions of the Regulations. Punishments must be intensified for intermediary agencies that engage in fraud, provide false audit reports, deliberately lower appraisal prices and other illegal activities

; state-owned assets supervision and administration agencies and state-owned and state-controlled enterprises are no longer allowed to hire such intermediaries

The organization and its responsible persons engage in intermediary activities involving state-owned and state-controlled enterprises.

In order to speed up the construction and improvement of the property rights trading market system and ensure that property rights transactions are open, fair and impartial, the Legal Affairs Office, together with

the State-owned Assets Supervision and Administration Commission, the Ministry of Finance and other relevant departments, will study the relevant property rights trading markets. According to the laws and regulations and supervision system, each locality shall formulate specific implementation rules according to the actual situation in accordance with the laws, regulations and

relevant provisions.

3. Carefully organize and strengthen leadership

(1) Comprehensively and accurately understand the strategic policy of state-owned economic layout and structural adjustment, and adhere to the must-have requirements put forward by the 16th National Congress of the Communist Party of China

To unswervingly consolidate and develop the public economy, we must unswervingly encourage, support and guide the development of the non-public economy

Principles. The restructuring of state-owned enterprises must insist on the state-owned economy's control of important industries and key areas, and improve the control, influence and driving force of the state-owned economy. In other industries and fields, state-owned enterprises have achieved survival of the fittest in market competition through restructuring, restructuring, deepening reforms, and transforming mechanisms.

(2) In the restructuring of state-owned enterprises, all regions must prevent and correct the situation of disregarding the supply and demand situation in the property rights market and its impact on prices

and disregarding transfer prices and profits. The practice of setting targets, limiting time, rushing to progress, and concentrating on transferring state-owned property rights to non-state-owned investors in batches. Prevent and avoid the phenomenon of artificial buyer's market, low-price disposal and sale of state-owned assets.

(3) The restructuring of state-owned enterprises should proceed from the actual situation of the enterprise and focus on the development of the enterprise. It is necessary to establish a competition mechanism, fully consider the ability of investors to run a good business, select qualified investors to participate in the restructuring of state-owned enterprises, and introduce capital, technology, management, markets, and talents. etc. to increase resources, promote enterprise system innovation, mechanism transformation, revitalize assets, turn around losses and increase employment, and promote the accelerated development of enterprises.

(4) Local people's governments at all levels, their state-owned assets supervision and administration agencies, state-owned and state-controlled enterprises must attach great importance

to the restructuring of state-owned enterprises, fully understand and correctly implement it In line with the relevant spirit of the Party Central Committee and the State Council, we must earnestly shoulder our responsibilities and strengthen

organizational leadership. We must proceed from reality and grasp the intensity and pace of restructuring work. In every aspect of the restructuring of state-owned enterprises, operations must be carried out in accordance with the law, standardized and transparent, and responsibilities must be implemented. Higher-level state-owned assets supervision and management agencies should strengthen the guidance and supervision of lower-level state-owned assets supervision and management agencies, timely sum up experience, discover and correct problems existing in the restructuring of state-owned enterprises,

Promote the rational flow and reorganization of state-owned assets, maintain and increase the value of state-owned assets, and better exert the dominance of the state-owned economy