Supplementary Notice of the State Council on Issues Related to the Trial Implementation of Mergers and Bankruptcies of State-owned Enterprises and Re-employment of Employees in Certain Cities

Guofa [1997] No. 10

The State Council’s Notice on Supplementary notice on issues related to the trial implementation of mergers and bankruptcies of state-owned enterprises and employee re-employment in several cities

The people's governments of all provinces, autonomous regions, and municipalities directly under the Central Government, all ministries and commissions of the State Council, and all agencies directly under the State Council:

According to the "People's Republic of China *** and the State Enterprise Bankruptcy Law (Trial)" (hereinafter referred to as the "Bankruptcy Law"), "Notice of the State Council on issues related to the trial implementation of state-owned enterprise bankruptcy in several cities" (State Council [1994] 59 No.) and relevant regulations, the work of corporate mergers and bankruptcies has gradually begun, and the work has achieved results. However, there have also been problems in some cities and regions that violated the scope of application of Guofa [1994] No. 59 and implemented corporate bankruptcy. The State Council emphasizes:

The policies on bankruptcy in Document No. 59 of Guofa [1994] only apply to the pilot cities for enterprise "optimization of capital structure" determined by the State Council (hereinafter referred to as the pilot cities) State-owned industrial enterprises within the scope of cities (see the attachment for the list). The bankruptcy of state-owned enterprises in non-pilot cities and regions can only be implemented in accordance with the provisions of the Bankruptcy Law, that is, the proceeds from the disposal of the bankrupt enterprise's property must be used to pay off debts in proportion , the cost of resettling employees of bankrupt enterprises can only be met through local government subsidies, civil affairs relief, social security and other channels. The bankruptcy of non-state-owned enterprises must be strictly implemented in accordance with the Civil Procedure Law of the People's Republic of China. In order to regulate enterprise bankruptcy, encourage enterprise mergers, implement re-employment projects for surplus employees of state-owned enterprises, promote industrial structure adjustment, enterprise optimization of capital structure and transformation of operating mechanisms, we are hereby implementing

A supplementary notice on issues related to mergers and bankruptcies of state-owned enterprises (hereinafter referred to as enterprises) and employee re-employment in pilot cities is as follows:

1. Organizational leadership of enterprise mergers, bankruptcies and employee re-employment

National Economic and Trade The committee is responsible for the organization and coordination of enterprise mergers, bankruptcies and employee re-employment across the country. In order to strengthen the organizational leadership of enterprise mergers, bankruptcies and employee re-employment in pilot cities, a national leading group for enterprise mergers, bankruptcies and employee re-employment (hereinafter referred to as the National Leading Group) was established ), composed of the State Economic and Trade Commission (team leader), the State Restructuring Commission,

the Ministry of Finance, the Ministry of Labor, the People's Bank of China, the State Land Bureau, the State-owned Assets Administration and other departments,

The Legal Affairs Committee of the National People's Congress and the Supreme People's Court are also invited to participate. Its main responsibilities are: Responsible for the organization, leadership and coordination of enterprise mergers, bankruptcies and employee re-employment in pilot cities across the country; formulating the "Enterprise mergers, bankruptcies and employee re-employment work plan" 》Preparation methods; issue pre-distribution scale of write-off and bad debt reserves to provinces, autonomous regions, and municipalities directly under the Central Government (hereinafter referred to as provinces, districts, and municipalities); review the provincial, autonomous regions, and municipalities' "enterprise mergers and bankruptcies" and employee re-employment work plan"

; guide the provincial, district and municipal enterprise merger and bankruptcy and employee re-employment work coordination group (hereinafter referred to as the provincial, district and municipal coordination group) work; formulate the "National Enterprise Merger, Bankruptcy and Employee Reemployment Work Plan" and supervise its implementation. The State Economic and Trade Commission is responsible for the daily work of the National Leading Group. Relevant departments must work together and coordinate, and major issues must be submitted to the State Council's Joint Meeting on State-owned Enterprise Reform for discussion and decision.

The establishment of provinces, districts and cities is headed by the Economic and Trade Commission (Economic Commission, Planning and Economic Commission, the same below) and is composed of relevant departments, and invites

the provincial, district and municipal people’s congresses. Provincial, district and municipal coordination groups participated by the Working Committee and the Higher People's Court.

Its main responsibilities

are: Responsible for the organization and coordination of enterprise mergers, bankruptcies and employee re-employment in the pilot cities in the region; reviewing the pilot city's "Enterprise mergers, bankruptcies and employee re-employment work plan" ”, and formulated the “Work Plan for Enterprise Mergers and Bankruptcies and

Employee Reemployment” of the province, district and city.

The pilot cities are established by the Municipal Economic and Trade Commission (team leader), Structural Reform Commission, Finance Bureau, People's Bank of China and various creditor banks

Bank branches, Labor Bureau, Land Bureau, State-owned The pilot city enterprise merger, bankruptcy and employee re-employment coordination group (hereinafter referred to as the pilot city) is composed of the Asset Management Bureau and other departments, and invites the Municipal People's Congress Legal Affairs Committee and the People's Court to participate. >Coordination group). Its main responsibilities are: Responsible for the organization and coordination of enterprise mergers and bankruptcy proceedings, before and after the termination, and employee re-employment; formulate the city's "Enterprise Merger, Bankruptcy and Employee Re-employment Work Plan"; Responsible for formulating the enterprise merger and bankruptcy and employee re-employment work plan;

Build bankruptcy plans; organize the implementation of corporate mergers and employee re-employment; supervise, investigate and correct irregular practices

2. The formulation and approval of the "Work Plan for Enterprise Mergers, Bankruptcies and Employee Reemployment"

The coordination groups of each pilot city must conduct in-depth investigations and studies and fully listen to the opinions of the major creditor banks.

Propose a list of mergers, bankruptcies and troubled enterprises (central and provincial enterprises must be proposed by the competent departments in consultation with the State Economic and Trade Commission and local

Economic and Trade Commissions), in accordance with the approval issued The scale of pre-distribution of debt and bad debt reserves shall be adjusted, and the city's "Enterprise Merger and Bankruptcy and Employee Reemployment Work Plan" shall be formulated. The head office of each creditor bank shall send personnel or the head office shall authorize the local branch to participate in the preparation of the plan. The financial department and the bank must accurately prepare the bank's bad and bad debts that are to be written off due to corporate mergers, bankruptcies and employee re-employment.

Reserve funds for review.

The "Work Plan for Enterprise Merger, Bankruptcy and Employee Reemployment" in the pilot cities is prepared once a year. Pilot cities must

submit their city's "Enterprise Merger, Bankruptcy and Employee Reemployment Work Plan" for the next year before the end of November to the provincial and district coordination groups; After review and summary by the coordination group, it will be reported to the national leading group before the end of December. On the basis of reviewing the provincial, district and municipal "Enterprise Mergers, Bankruptcies and Employees' Reemployment Work Plan", the National Leadership Group coordinated the research

to formulate the National Enterprise Mergers, Bankruptcies and Employees' Reemployment Plan for that year. "Employee Reemployment Work Plan" shall be submitted to the State Council's Joint Meeting on State-owned Enterprise Reform

for review, and should generally be issued before the end of February. After the "National Enterprise Merger and Bankruptcy and Employee Reemployment Work Plan

" is issued, the national leading group will work with relevant departments and provincial, district and municipal people's governments to carry out various pilot projects

Responsible for checking and implementing the implementation of city plans.

After the "Enterprise Merger, Bankruptcy and Employee Reemployment Work Plan" of each pilot city is approved and issued, the implementation must not exceed the approved plan scale and must be carried out within the plan scale. Adjustments shall be reviewed and summarized by the provincial, district and municipal coordination groups and then reported to the national leading group for approval.

The coordination groups of each province, district, city and pilot city shall report to the national leading group on enterprise mergers every quarter

The implementation status of the bankruptcy and employee re-employment work plan; the Head Office of the People's Bank of China shall report every quarter The write-off status of bad and bad debt reserves must be reported to the Joint Conference on the Reform of State-owned Enterprises of the State Council every quarter.

3. Formulation of enterprise bankruptcy plans

Each pilot city shall, in accordance with the "National Work Plan for Enterprise Mergers, Bankruptcies and Employee Reemployment", formulate plans for enterprises to be bankrupt

The industry authorities are responsible for providing the pilot city coordination groups with the materials needed to formulate corporate bankruptcy plans. Its main content

includes: enterprise profile, accounting statements and description of losses, creditor's rights and debt status, asset disposal plan, employee placement channels and expense standards, planned write-off of debt. , the amount of bad debt reserves, etc.

After the pilot city coordination group formulates a corporate bankruptcy plan, it can enter the bankruptcy process and report it to the provincial, district, and municipal coordination group for filing. If the main creditor banks have objections to the enterprise's bankruptcy plan, they must submit it to the provincial, district, or municipal coordination group for decision, and report the situation to the national leading group for record. If a resolution cannot be reached after coordination by the provincial, district, and municipal coordination groups, it will be reported to the national leading group for decision.

IV. Qualifications of Asset Appraisal Institutions and Disposal of Bankruptcy Property

Before disposing of bankruptcy property of an enterprise, the bankruptcy liquidation team should entrust an administrative director of state-owned assets management of the State Council

The asset appraisal agency certified by the department shall carry out the appraisal, and the appraisal results shall be confirmed by the state-owned assets management administrative department.

Among them, those involving land use rights obtained through allocation or land use rights price evaluation involving changes in the conditions of the transfer contract must be evaluated by an asset appraisal agency with land valuation capabilities. An evaluation will be conducted, and after the evaluation results are confirmed by the land administration department, they will be incorporated into the overall asset evaluation results. Efforts should be made to reduce assessment fees

for asset assessment and land price assessment, and assessment fees must not be charged repeatedly. If there is an error in the confirmation, you must bear the corresponding administrative and economic responsibilities.

The bankruptcy property of an enterprise shall be based on the price confirmed by appraisal, and the minimum price shall be determined in accordance with relevant national regulations. The property shall be transferred by auction

mainly in accordance with relevant laws and regulations. The transfer price is determined by the market.

5. Proper placement of employees of bankrupt enterprises

The people's governments of each pilot city should actively promote Shanghai's experience in implementing re-employment projects and combine labor and employment,

social According to the reform of the security system and the specific local conditions, re-employment service centers should be established from top to bottom to actively explore employment opportunities, care about the lives of employees of bankrupt enterprises, properly resettle employees of bankrupt enterprises, and maintain social stability.

The cost of resettling employees of bankrupt enterprises shall be allocated from the proceeds from the transfer of land use rights obtained by bankrupt enterprises in accordance with the law.

If a bankrupt enterprise uses land use rights as collateral, the proceeds from its transfer should first be used to resettle employees. If it is insufficient to pay

the shortfall will be from the disposal of unsecured property, The proceeds from the mortgaged property are paid in turn. If the proceeds from the property auction of a bankrupt enterprise are still insufficient to resettle employees, the people's government at the same level shall bear the burden according to the affiliation of the enterprise.

Employee resettlement fees will be allocated to the re-employment service center for overall planning and use. In principle, the resettlement fee standard is calculated as three times the average salary income of employees in the previous year in the pilot city where the bankrupt enterprise is located. The people's government of the pilot city will strictly control it according to the actual local situation. , do not break through at will. Employees who are not yet employed will be provided with basic living allowance by the Reemployment Service Center. The payment will be stopped after they are re-employed. Those who are self-employed can be paid a one-time resettlement fee, which shall not be higher than three times the average salary income of enterprise employees in the pilot city in the previous year.

The retirement benefits and medical expenses of retired employees of bankrupt enterprises shall be managed by local social pension and medical insurance institutions

If a bankrupt enterprise participates in the social pooling of pension insurance and medical insurance funds, its retirement benefits and medical expenses will be collected from the social pooling of pension insurance and medical insurance funds by the social pension and medical insurance institutions in the pilot city.

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Payment. If the enterprise does not participate in the social pooling of pension and medical insurance funds or the social pooling of pension insurance and medical insurance funds is insufficient

, the payment shall be made from the proceeds from the transfer of the enterprise's land use rights; if the proceeds from the disposal of the land use rights are insufficient to pay,

The shortfall will be paid sequentially from the proceeds from the disposal of unsecured properties and mortgaged properties.

After a bankrupt enterprise enters bankruptcy proceedings, the living expenses of employees will be paid from the bankruptcy liquidation fees. The specific payment method

In accordance with the Ministry of Finance's "Interim Provisions on Financial Issues Related to Trial Bankruptcy of State-owned Enterprises" ( Caigongzi [1996] 2

No. 26) shall be implemented.

After paying the expenses of relocating employees, the remainder of the proceeds from the property disposal of a bankrupt enterprise shall be used to pay off debts in proportion in accordance with the provisions of the Bankruptcy Law.

6. Simplify the write-off procedures for bad and bad debts

The principal amount of bank loans formed due to the implementation of the "National Enterprise Merger, Bankruptcy and Employee Reemployment Work Plan"

If interest losses need to be written off against bad debt reserves, the head offices of each creditor bank shall, in accordance with the "Bank Law of the People's Republic of China

Banking Law" and relevant regulations, use the funds determined by the State Council. Banks responsible for corporate mergers, bankruptcies and employee re-employment will review, approve and write off the provisions for bad and bad debts within the total scope. The specific measures are implemented in accordance with the "Notice of the Ministry of Finance on Revising the Interim Provisions on the Establishment of Loan Bad Debt Reserves for National Specialized Banks" ((92) Caishangzi No. 232).

It is necessary to simplify the write-off procedures for banks’ dead and bad debt reserves. Specific operational measures will be proposed by the Head Office of the People's Bank of China

in consultation with the Head Offices of all creditor banks in consultation with the State Economic and Trade Commission, the Ministry of Finance and other relevant departments, and approved by the National Leading Group.

Issued in this notice Will be issued within 2 months.

7. Accountability for Bankruptcy

After an enterprise is declared bankrupt, the relevant government departments shall, in accordance with the relevant provisions of the Bankruptcy Law, investigate the reasons for the bankruptcy of the enterprise

Conduct investigations and audits with responsibility, and deal with them seriously according to the severity of the case. The legal representative who bears important responsibility for the bankruptcy of an enterprise may no longer serve as the person in charge of other enterprises; if a crime is constituted, criminal liability shall be pursued in accordance with the law.

The heads of corporate authorities who bear important responsibilities for corporate bankruptcy and the circumstances are serious must also be held accountable. Anyone who exploits the bankruptcy of an enterprise to evade debts will be held accountable in accordance with the law once verified. If an enterprise is declared bankrupt but continues to produce at the same location with its organizational structure and personnel unchanged, we must resolutely stop and correct it.

8. Strictly regulate enterprise bankruptcy in accordance with the provisions of relevant documents

The bankruptcy policies of Guofa [1994] No. 59 and this notice are applicable to pilot cities

State-owned industrial enterprises in urban areas and state-owned industrial enterprises at or above the municipal level (including municipal level) in counties (cities) under the jurisdiction of pilot cities

Excluding counties (cities) under the jurisdiction of pilot cities Belongs to enterprise. Non-pilot cities and regions as well as non-state-owned industrial enterprises in pilot cities that use the relevant bankruptcy regulations and policies of pilot cities without authorization must be corrected in accordance with the law, and the relevant government departments shall take follow-up measures. . Losses on bank's bad debts caused by the use of relevant documents and policies beyond the scope of authority will not be written off. The losses will be deducted from the local business tax paid by the bank, and the results will be reported to the national leading group. .

Only if a bankrupt enterprise has truly stopped production and closed down (cancelled its legal person status), its land use rights and corporate property have been auctioned

for cash, and its employees have been properly resettled, the principal of its bank loan will be and interest losses can be written off from the bad and bad debt reserves withdrawn from the bank in accordance with the relevant provisions of Guofa [19

94] No. 59 and this notice.

9. Strengthen policies to encourage corporate mergers

The state encourages advantageous enterprises to merge with enterprises in difficulty, and the merging enterprises must bear all the debts and liabilities of the merged enterprises

Responsible personnel placement should not engage in "whole takeover" or "whole acquisition" methods of "fake bankruptcy and real debt evasion". The redundant employees of the merged enterprises must also be diverted from their jobs, and the laid-off employees will enter the re-employment service centers of the merged enterprises.

The merging enterprise shall bear all the debts of the merged enterprise, of which bank debts can be settled according to the "People's Bank of China, State Economic and Trade Commission, and Ministry of Finance's Notice on Encouraging and Supporting the Advantages of 18 Pilot Cities" The spirit of the relevant provisions of the Notice on the Handling of Bank Loans and Interests after the Merger of State-owned Enterprises with Difficulty State-owned Industrial Production Enterprises

(Yinfa [1995] No. 130) enjoys exemption. Discounts on interest and annual principal repayment.

If a dominant enterprise (including a state-controlled enterprise) merges with an enterprise that has suffered losses for three consecutive years, upon approval by the bank, the interest on the original loan owed by the merged enterprise can be exempted; The principal of the loan will be repaid in 5 years. If it is still difficult to repay the principal within 5 years, a grace period of 1 to 2 years can be given. During the grace period and planned repayment period, the original loan principal of the merged enterprise will be interest-free, and interest will be resumed for the portion that cannot be repaid according to the agreed plan.

Loss caused by exempted interest shall be written off against the bad debt reserve withdrawn by the bank. If the bad debt reserve is insufficient, it may be written off against the bad debt reserve

.

The scope of application of relevant enterprise merger policies can be expanded to: state-owned domestic trade, foreign trade, construction

and installation enterprises in pilot cities; either the merging or the merged enterprise belongs to the state-owned enterprise designated by the State Council Key large and medium-sized enterprises may be merged

enterprises belonging to pilot cities. For enterprises that lack the conditions for mergers but need to merge, they must be reported to the national leading group for approval by the provincial, district, or municipal coordination groups.

This provision does not apply to enterprises that have borrowed foreign government loans or transferred loans and have not yet fulfilled their repayment tasks.

10. Determine people based on their property, divert laid-off workers, appropriately reduce or exempt loan interest, and alleviate corporate difficulties

For those products that have a market and business management is better, but the debt burden is heavier, Loss-making enterprises that lack the conditions for merger and bankruptcy must also be included in the "Enterprise Merger, Bankruptcy and Employee Reemployment Work Plan", and bank loan interest reductions and exemptions may be adopted to varying degrees within a certain period of time. , implement re-employment projects to alleviate corporate difficulties.

It is necessary to determine people based on their production and divert the laid-off workers from their jobs as the basic approach to alleviating the difficulties of enterprises, and closely integrate the implementation of re-employment projects with the work of alleviating the difficulties of enterprises, so as to ensure the diversion of redundant workers. After being laid off, you can enter the re-employment service center to receive basic living allowances and help laid-off workers gradually re-employ through re-employment training.

For some enterprises that are very difficult to produce and operate and are indeed unable to pay their employees' wages, in accordance with the "Office of the Central Committee of the Communist Party of China

The General Office of the State Council's Notice on Further Solving the Livelihoods of Some Enterprise Employees "Notice on Difficult Issues" (Zhongbanfa [1

996] No. 29) stipulates that upon approval by the local government agency, local financial discounts and part of the enterprise department's adjustment will be implemented Funds and banks provide part of the salary loans through the "three-family loan" approach to cover employees' basic living expenses.

In addition to the above provisions, the trial procedures and legal application issues related to corporate bankruptcy cases shall be governed by the Bankruptcy Law

The Guarantee Law of the People's Republic of China and the People's Republic of China on Guarantee ***Civil Procedure Law of the People's Republic of China" and "Notice of the Supreme People's Court on Several Issues That People's Courts Should Pay Attention to in the Current Trial of Enterprise Bankruptcy Cases" (Fafa [1997] 2

number) execution.

Details for the implementation of enterprise mergers, bankruptcies and employee re-employment policies will be issued after being proposed by the relevant departments.

The Joint Conference on the Reform of State-owned Enterprises of the State Council will review and issue them.

Attachment: List of pilot cities for “optimizing capital structure” of enterprises determined by the State Council

March 2, 1997

List of pilot cities for “optimizing capital structure” of enterprises determined by the State Council List of pilot cities (***111)

Shanghai, Tianjin, Qiqi, Harbin, Changchun, Shenyang, Tangshan, Taiyuan, Qingdao, Zibo, Changzhou, Beng

Bu, Wuhan, Zhuzhou, Liuzhou, Chengdu, Chongqing, Baoji, Beijing, Shijiazhuang, Hohhot, Dalian, Nanjing

Hangzhou Ningbo Hefei Fuzhou Xiamen Nanchang Jinan Zhengzhou Changsha Guangzhou Shenzhen Nanning Haikou

Guiyang Kunming Xi'an Lanzhou Xining Urumqi Yinchuan Anshan Fushun Benxi Luoyang Jilin

Baotou Datong Wuhu Huangshi Jiujiang Foshan Mianyang Zigong Mudanjiang Jiamusi Shaoguan Zhanjiang

Shantou Jinzhou Dandong Yingkou Leshan Neijiang Yantai Weifang Xuzhou Wuxi Nantong Xiangfan Shi

Yichang Anyang Pingdingshan Kaifeng Handan Baoding Qinhuangdao Tongling Anqing Chuzhou Sipingtong

Huzhou Jiaxing Guilin Wu Changzhi Yangquan Chifeng Wuhai Xiangtan Yueyang Gejiu Qujing

Jixi Yichun Sanming Nanping Jingdezhen Xinyu Xianyang Weinan Tianshui Baiyin Liupanshui Shihe

Zi Lhasa Shizuishan