State Grid Corporation of China is a state-owned enterprise established on the basis of some enterprises and institutions of the former State Power Corporation, and it is an institution authorized by the state to invest and a pilot of a state holding company with the consent of the State Council. After the establishment of State Grid Corporation, its wholly-owned enterprises, holding enterprises and shareholding enterprises (hereinafter referred to as relevant enterprises) are gradually reorganized and standardized in accordance with the Company Law of the People's Republic of China (hereinafter referred to as the Company Law).
II. Principles, methods and member units of the company
(I) Principles of formation
1. Separation of government from enterprise. State Grid Corporation of China is an independent, self-financing, self-development and self-restraint enterprise legal entity and market subject, and does not undertake government functions.
2. Optimize resource allocation. According to the national industrial policy, market-oriented, in accordance with the requirements of specialized production and economies of scale, adjust the structure, promote national networking, pay attention to reducing costs, improve efficiency, promote technological progress, enhance the competitiveness of enterprises, and improve the efficiency of resource utilization.
3. Establish a modern enterprise system. According to the Company Law, State Grid Corporation of China has gradually reorganized and standardized relevant enterprises, established a parent-subsidiary company system with capital as the link, and gradually established a management system and operation mechanism that meet the requirements of the socialist market economy.
4. Implement it steadily. The formation and structural adjustment of State Grid Corporation should be planned as a whole, carefully organized, gradually promoted and implemented steadily, so as to ensure the safe production and normal operation of enterprises and maintain the stability of enterprises and society.
(II) Mode of formation
State Grid Corporation of China was established on the basis of some enterprises and institutions of the former State Power Corporation. The relevant state-owned assets (including state-owned shares, the same below) of the member units involved in the establishment of State Grid Corporation are transferred free of charge, and asset evaluation and audit capital verification are not carried out. The remaining problems are gradually cleaned up and properly handled. The transfer of financial relations shall be studied and handled by the Ministry of Finance in consultation with relevant departments.
(III) Member units
The main member units of State Grid Corporation include 36 wholly-owned enterprises, 1 holding enterprise, 1 institution, and 38 power generation enterprises temporarily reserved (the list is attached).
iii. registered capital, business scope and legal address of the company
(I) registered capital
the registered capital of State Grid Corporation of China is tentatively set at RMB 2 billion, which will be separately approved by the Ministry of Finance.
(II) Scope of business
1. Operate all the inherent assets of State Grid Corporation and related enterprises invested by the state and owned by State Grid Corporation according to law.
2. engage in the purchase and sale of electric power, and be responsible for the electric power trading and dispatching among the regional power grids under its jurisdiction.
3. Participate in cross-regional power transmission and networking projects related to investment, construction and operation.
4. according to the relevant provisions of the state and with the approval of relevant departments, engage in domestic and foreign investment and financing business.
5. with the approval of the state, independently carry out foreign trade circulation management, international cooperation, foreign project contracting and foreign labor service cooperation.
6. engage in scientific research, technology development, information communication and consulting services related to power supply.
7. engage in other businesses approved or permitted by the state.
(III) Legal domicile State Grid Corporation Legal domicile: No.86, West Chang 'an Street, Xicheng District, Beijing.
IV. Objectives, main responsibilities and authorities of the company
(1) Objectives
Short-term objectives: to ensure the safe operation of the State Grid and the stability of the enterprise staff, to complete the reorganization of the business, assets, institutions and personnel of the power grid enterprises, to strengthen enterprise management, to transform the operating mechanism, and to initially establish a modern enterprise system: to speed up structural adjustment, Optimize the allocation of resources: organize regional power grid companies to pay close attention to the construction of regional power dispatching and trading centers, improve the technical support system for competitive bidding and real-time monitoring facilities for environmental protection, and provide basic conditions for the formation of a fair competition, open and orderly power market, and gradually implement independent internal financial accounting for the distribution business of related enterprises: continue to do a good job in the reform of rural power management system, Strengthen rural power management: promote the pilot work of power generation enterprises to directly supply power to large users: improve service quality and service level, improve economic benefits, realize asset preservation and appreciation, and build State Grid Corporation into a modern large-scale enterprise.
Long-term goal: take reform as the driving force, improve the modern enterprise system; promote nationwide networking, gradually separate transmission and distribution, and introduce a competitive mechanism in power sales; take power grid business as the main investment direction, and make full use of various resources by means of production and operation, capital operation and so on, so as to build State Grid Corporation into a large enterprise with modern management level, good social image and strong international competitiveness.
(II) Main responsibilities
1. Implement national laws, regulations and industrial policies, and operate independently according to law under the guidance of market demand under the national macro-control and industry supervision.
2. exercise the investor's rights to the relevant inherent assets of the relevant enterprises, operate, manage and supervise the state-owned assets invested by the state and owned by the State Grid Corporation of China in accordance with the law, and bear the responsibility of maintaining and increasing the value accordingly.
3. according to the medium and long-term development plan of the national economy, the national industrial policy, the development plan of the electric power industry and the market demand, formulate and organize the implementation of the development strategy, medium and long-term development plan, annual plan and major production and operation decisions of State Grid Corporation. Entrusted by the relevant state departments, assist in formulating the national power grid development plan and put forward suggestions on the national power industry development plan.
4. Participate in trans-regional power transmission and networking projects related to investment, construction and operation, and be responsible for the construction and management of the Three Gorges power transmission and networking project in the near future.
5. Be responsible for the power exchange and dispatching among the regional power grids under its jurisdiction, and handle the inter-network coordination problems in the daily production of regional power grid companies to realize safe, high-quality and efficient operation.
6. according to national laws, regulations and relevant policies, optimize the allocation of production factors, organize and implement major investment activities, and be responsible for the input-output effect. Accelerate technological innovation and scientific and technological progress, enhance the competitiveness of enterprises, and promote the sustained, rapid and healthy development of the power industry.
7. deepen enterprise reform, speed up structural adjustment, transform enterprise operating mechanism, strengthen internal management, properly do a good job in enterprise restructuring, streamlining institutions and diverting redundant personnel and re-employment, and maintain enterprise and social stability.
8. Guide and strengthen the ideological and political work and spiritual civilization construction of State Grid Corporation of China, uniformly manage the intangible assets such as the name, trademark and goodwill of State Grid Corporation of China, and do a good job in the corporate culture construction of State Grid Corporation of China.
9. Undertake other tasks entrusted by the State Council and relevant departments.
(III) Main Authority
1. On the premise of ensuring the legitimate rights and interests of relevant enterprises and their own development needs, State Grid Corporation of China can concentrate part of the proceeds of state-owned assets for the reinvestment and structural adjustment of state-owned capital in accordance with the Company Law and other relevant regulations.
2. decide independently the reorganization, transfer and lease of state-owned assets of wholly-owned subsidiaries and the acquisition and merger of external assets in accordance with the relevant national laws and regulations. To decide or participate in the decision on the above-mentioned same matters of the enterprises holding shares or participating in shares through legal procedures.
3. Have the right to make investment decisions. In accordance with the relevant provisions of the state, manage the investment projects of State Grid Corporation and related enterprises, and organize their implementation.
4. according to the relevant provisions of the state, independently decide the internal management system and institutional setup of state grid corporation. Decide on the operation mode, distribution mode and major production and operation decisions of the relevant enterprises according to law, as well as matters such as merger, division and dissolution.
5. According to the relevant regulations of the state and approved by the competent authorities of the State Council, State Grid Corporation enjoys certain rights of foreign affairs examination and approval, foreign trade circulation management, foreign investment and financing, foreign guarantee, foreign project contracting and foreign labor cooperation.
6. to appoint, remove and manage the leading members of wholly-owned enterprises and institutions and the heads of various departments at the headquarters of State Grid Corporation of China according to the authority and procedures of cadre management. Appoint or replace shareholders' representatives to holding enterprises and shareholding enterprises and recommend members of the board of directors and the board of supervisors according to the legal procedure and the proportion of capital contribution.
7. Unified management of foreign-related work of State Grid Corporation of China and relevant enterprises. State Grid Corporation leaders go abroad for examination and approval authority according to the relevant provisions of the state.
8. Other authorities granted by the State Council and relevant departments. V. Company's management system, institutional setup and Party organization
(1) State Grid Corporation is managed by the central government. In accordance with the spirit of the Notice of the Central Committee of the Communist Party of China on the Establishment of the Working Committee of Central Enterprises and Related Issues (Zhongfa [1999] No.18) and the Notice of the State Council on Printing and Distributing the Power System Reform Plan (Guofa [22] No.5), The leading bodies and leaders of State Grid Corporation of China are managed by the central government, and the asset management and related financial relations are handled by the Ministry of Finance. Other relations are handled in accordance with the spirit of the Notice of the General Office of the Central Committee and the Office of the State Council on Printing and Distributing Relevant Supporting Documents of the Central Party and Government Organs Disconnecting from the Economic Entities and Enterprises Directly under Management (No.8 [1999] of the Central Office).
(2) In accordance with the relevant provisions of the Provisional Regulations on the Board of Supervisors of State-owned Enterprises, the State Council dispatched the board of supervisors of state-owned key large enterprises to State Grid Corporation to supervise the maintenance and appreciation of state-owned assets.
(3) State Grid Corporation of China implements the general manager responsibility system, and the general manager is the legal representative of the company.
(4) The State Grid Corporation of China has set up internal management institutions according to the principles of simplification, unification, consistency of efficiency and power and responsibility.
(5) The Party organization of State Grid Corporation of China and the establishment of discipline inspection and supervision institutions shall be handled in accordance with the Articles of Association of China * * * Production Party and relevant regulations.
VI. Internal relationship of the company
(1) State Grid Corporation of China and relevant enterprises are parent-subsidiary companies with capital as the link, and the parent-subsidiary company system is established in accordance with the Company Law and the relevant provisions of the pilot project of large national enterprise groups. State Grid Corporation should further standardize the relationship with relevant enterprises and fully mobilize the enthusiasm of relevant enterprises.
(2) State Grid Corporation of China plays a leading role in formulating the company-wide development strategy, adjusting the structure, promoting national networking, trans-regional power trading and dispatching, and coordinating the company's internal interests. It is the regional power grid dispatching command center and power trading and settlement center under its jurisdiction, and the decision-making and management center for strategic planning: investment and financing, capital operation, scientific and technological development, marketing, foreign trade, economic and technological cooperation and exchange.
(3) The relevant enterprises of State Grid Corporation are legal entities with independent operation, independent accounting and self-financing, and they are responsible for maintaining and increasing the value of the inherent assets of State Grid Corporation: abiding by the articles of association of State Grid Corporation and implementing major decisions of State Grid Corporation on development strategy and structural adjustment. State Grid Corporation of China shall, in accordance with legal procedures, inspect and assess the business operations of relevant enterprises and the preservation and appreciation of state-owned assets.
(4) State Grid Corporation of China has established and improved the internal financial and auditing supervision system, strengthened the management of funds and costs, implemented the system of consolidated financial statements, managed its core business as a whole, exerted its overall advantages, and improved its competitiveness.
(5) The assets of 38 power generation enterprises temporarily retained may be temporarily managed by the regional power grid companies where the enterprises are located.
VII. Relationship between the company and the outside
(1) State Grid Corporation of China accepts the business guidance and industry management of relevant departments in the State Council.
(2) State Grid Corporation of China enjoys the Notice of the State Council on Transmitting the Opinions of the State Planning Commission, the State Economic and Trade Commission and the State Commission for Economic Restructuring on Deepening the Pilot Work of Large Enterprise Groups (Guo Fa [1997] No.15) and the relevant policies of the state on large and medium-sized state-owned key enterprises.
(3) The Ministry of Finance is responsible for the relationship between assets and finance of State Grid Corporation, and it is listed separately in the Ministry of Finance.
(4) The resources and production and operation conditions required by State Grid Corporation of China to complete the national tasks, which are within the scope of unified national allocation, are listed separately in the corresponding national plans, and are uniformly organized and implemented by State Grid Corporation.
(5) In the process of establishing State Grid Corporation, when the equity restructuring of listed companies is involved, all parties concerned shall handle it according to national laws, regulations and relevant provisions. In the process of decision-making and management, State Grid Corporation should ensure that the listed companies operate independently and be responsible for their own profits and losses according to law, and prevent the controlling shareholders from harming the rights and interests of minority shareholders.
(6) The State Grid Corporation of China and related enterprises, which are involved in matters related to society and urban administration, as well as local economic ties, continue to accept the guidance and coordination of the local government. Enterprise employees to participate in social insurance matters in accordance with the relevant provisions of the state.
(7) State Grid Corporation and related enterprises are equal, competitive, cooperative and mutually beneficial market entities with other domestic power grid companies in the same industry. State Grid Corporation should strengthen cooperation with various power generation enterprises and other power enterprises and institutions to promote the healthy development of China's power industry.
(8) In order to ensure the smooth transition of the power system reform and the orderly work, the State Power Company will not be cancelled for the time being, and will remain until June 3, 23. During this period, the State Grid Corporation is authorized to use and manage the seal of the State Power Corporation for handling the State Power Corporation and the new group.