Promoting the state capital adjustment and guidance of state-owned enterprise restructuring
（State-owned Assets Supervision and Administration Commission to develop, December 5, 2006 Guo Ban Fa [2006] No. 97 forwards)
In recent years, the state-owned assets management system is a major breakthrough, the state-owned economic layout and restructuring made important progress, continue to deepen the reform of state-owned enterprises, economic efficiency improved significantly, to improve the socialist market economic system, to promote the sustained, rapid and healthy development, play an important role. But as a whole, the distribution of state-owned economy is still too wide, industrial layout and organizational structure is not reasonable, some business owners not prominent industry, the core competitiveness is not strong. The implementation of state-owned capital adjustment and restructuring of state-owned enterprises, improve the state capital advance and retreat, the rational flow mechanism, it is a major task of economic reform. To implement the Party's Sixteenth Third and Fifth Plenum, according to the "State Council on deepening economic reform in 2005 of opinions" (Guo Fa [2005] No. 9), in respect of state-owned capital adjustment and restructuring of state-owned enterprises made the following views:
First, the basic principles and main objectives of state-owned capital adjustment and restructuring of state-owned enterprises
(A) Basic principles: First, adhere to public ownership as the mainstay, the basic economic system of ownership developing side by side. Unswervingly consolidate and develop the public economy, increasing the control and influence of state-owned economy, the driving force, to play a leading role in the state economy. Unswervingly encourage, support and guide non-public economic development, and encourage and support individual, private and other non-public economic participation of state-owned capital adjustment and restructuring of state-owned enterprises. Second, adhere to government guidance and market regulation, give full play to the market's basic role in allocating resources. Third, adhere to strengthen supervision of state-owned assets, equity trading and equity transfer strict procedures to promote the orderly flow and prevent loss of state assets, to ensure that state-owned assets. Fourth, insist on safeguarding the legitimate rights and interests of workers, protection of workers right to know corporate reorganization, restructuring and other reforms, participation, supervision and related matters of discretion, and fully mobilize the masses of workers and protection of state-owned enterprise reform and reorganization initiative. Fifth, adhere to strengthen leadership, overall planning, careful decision-making, and steadily push forward, maintaining normal production and operation order to ensure that enterprises and social stability.
(B) the main objectives: to further advance the state-owned capital (hereinafter referred to as the important industries and key areas) focus to important industries and key areas of national security and national economy, accelerate the formation of a number of well-known brands with independent intellectual property rights and international competitiveness mainly large state-owned enterprises into stock companies to achieve accelerated reform, improve the corporate governance structure, vigorously develop a mixed ownership economy of state-owned capital, collective capital and private capital and other equity participation, diversification of investment, make the shareholding system of public ownership; a stronger competitive enterprises forms; most state-owned SMEs enliven; to 2008, long-term accumulation of a number of insolvent little hope of recovery policy based closure and bankruptcy of state-owned enterprises basically completed the task; by 2010, the SAC perform the function of the business ( hereinafter referred to as the central enterprise) restructuring and reorganization to 80-100.
Second, the main policy measures
(C) promote the state capital to key industries and key areas of focus, and enhance control over the state-owned economy to play a leading role. Important industries and key areas include: industries related to national security, critical infrastructure and important mineral resources, provide important public goods and services industries, as well as pillar industries and high-tech industries in key enterprises. Relevant departments should step up research to identify specific industries and sectors, the introduction of appropriate industrial and business directories. Encourage non-public enterprises through mergers and holding, equity participation and other forms, to participate in the transformation of state-owned enterprises restructuring and reorganization. The need for the state capital of enterprises, to implement different circumstances and relative holding absolute control; do not belong to the state capital important industries and key areas, according to the advance and retreat, the principle of reasonable flow of transfer according to law, to prevent state-owned assets drain. State-owned assets transfer income, should be used and managed strictly in accordance with relevant state policies and regulations.
(Iv) accelerate the reform of state-owned joint-stock enterprises. In addition to companies involved in national security must be made by countries outside the monopoly of state-owned enterprises and specializes in asset management companies, the restructuring of large state-owned enterprises should gradually become pluralistic shareholder of the company. For various reasons, can not enter the joint-stock company of the surviving companies, to increase the intensity of reform and restructuring, reform and reorganization of the parent company can continue to be responsible, but also by the state-owned asset management companies and other state-owned enterprises.
(E) vigorously promote the restructuring and listing, to improve the quality of listed companies. Actively support good core business assets or business assets to achieve the overall market, to encourage state-owned holding company has been listed by the capital increase, acquisition of assets, etc., the main business assets into the listed company. To conscientiously implement the "State Council approved the Commission on Improving the Quality of Listed Companies notice" (Guo Fa [2005] No. 34) requirements, the controlling shareholders of listed companies with loans, guarantees, repayment of debts, advance payments and other Species names occupied capital of listed companies, the relevant state-owned assets supervision and regulatory bodies should intensify and coordinate efforts to promote all of its scheduled repayment of capital of listed companies; to not overdue, shall be in accordance with the law and relevant regulations, hold accountable those administrative and legal liability. At the same time, to establish a long-term mechanism, non-occupied capital of listed companies.
(Vi) actively encourage the introduction of strategic investors. The introduction of strategic investors should be conducive to technological innovation and enhance their ability to improve the quality and level of products, improve management, promote sustainable development of enterprises. The introduction of foreign strategic investors, should take to safeguard national economic security, national security and industrial security as a precondition, prevent monopoly, and effectively protect corporate intellectual property rights and famous brands, encourage enterprises to develop new products.
(Vii) to enliven the state-owned small and medium enterprises, the establishment of mechanisms for inferior enterprises out of the market. Through reorganization, association, merger, leasing, contract operation, joint ventures, transfer of state-owned property and shareholding, stock cooperative system and other means, continue to enliven the state-owned SMEs. Long-term losses, insolvency, unable to repay debts of enterprises and mines with exhausted resources of bankruptcy according to law, to strict compliance with the relevant conditions for speeding up the implementation of the policy in accordance with the relevant provisions of the closure and bankruptcy.
(Viii) to accelerate the large-scale state-owned enterprise restructuring and reorganization, and promote optimal allocation of resources. According to the law to promote the state-owned business combination, the combination should follow market rules, in line with national industrial policies conducive to optimal allocation of resources and improve economies of scale enterprises to form a reasonable degree of industrial concentration, foster a number of special international competitiveness large enterprise groups. Under the premise of strict implementation of national industry regulations and rules of the market, continue to promote and improve the reform and restructuring of the telecommunications, electricity and civil aviation industries. Do not have the advantages of state-owned enterprises should be taken in many ways, and vigorously promote the advantages of state-owned enterprises which are incorporated in order to reduce pollution, conserve resources, and ensure safety in production and improve efficiency. Advantages of state-owned enterprises through increased investment and assets, business integration and other measures to give full play to the overall efficiency of assets to facilitate corporate restructuring after accelerate development.
(Ix) to actively promote the application of technology research institutes (hereinafter referred to as research institutes) and related production companies (including large-scale engineering contracting business) restructuring. Encourage research institutes and manufacturing enterprises related to restructuring, development and production to achieve mutual promotion and common development, improve the technological innovation capability of enterprises. Actively explore research institutes and manufacturing enterprises restructuring effective ways and forms, can be reassembled by a manufacturer with research institute, also can participate in a number of production enterprises by the shareholding reform of research institutes. Mainly responsible for basic research, research institutes and technical supervision industry product testing, it should be the number of production enterprises to participate in its joint-stock reform, and to take appropriate measures to ensure their normal operation and development.
(J) increase the losses of state-owned capital adjustment. For expected losses of state-owned enterprises, to take measures within a time limit losses, due to poor management caused a loss, to replace the responsible people in charge. For loss-making enterprises are not important industries and key areas in the short term is difficult to losses can be transferred to all types of investors, or in combination with other state-owned enterprise restructuring. To be in accordance with the relevant policies, important industries and key areas of heavy losses important business, different circumstances, take a variety of ways and means to promote its reform and restructuring, promotion of enterprise development, and to ensure that state capital.
(Xi) surrounding the prominent main business, and actively promote enterprise restructuring non-core business assets. Through a variety of ways, so that part of the business of non-core business assets to highlight the main industry of the enterprise focus, and promote the rational flow of non-core business assets between enterprises. For small and medium non-core business assets, it can take many forms enliven, consistent separation of major and secondary industry restructuring policy requirements, to speed up the separation of major and secondary industry restructuring, the pace of shunt placement of surplus staff.
(Xii) to speed up the restructuring of large state-owned enterprises. To simplify the organization of excessive levels of affiliated companies to clean up, integration, by closing, bankruptcy, revocation, mergers, and other measures to abolish corporate qualifications, in principle, within three levels of management control. To improve the system of parent and subsidiary companies of large enterprises, the parent company of enhancements in strategic management, capital operation, restructuring, financial control, risk prevention, through the business and assets of adjustment or restructuring, to play overall advantages and achieve specialization and scale of operations.
(Xiii) to speed up the establishment of state-owned capital operation budget system. The state capital budget to focus on state-owned capital adjustment and the direction and goals of state-owned enterprise restructuring, the overall good use of state-owned capital gains, protect and promote enterprise restructuring and technological progress, improve their core competitiveness.
(Xiv) to promote the central enterprises and local people's governments at the corporate restructuring (hereinafter referred to local enterprises) between the funding. It does not belong to an important industries and key areas of the central enterprises, decentralization of local management that will help local advantages, help with local corporate restructuring to improve competitiveness, with the approval of the local people's government and submitted to the approval of the State Council, it can be deposit by the local state-owned assets supervision and administration agency or local business administration; the central business enterprise incorporated in favor of complementary advantages, with the approval of the local people's government, it can be incorporated into the central enterprises. Cooperation among the central enterprises and local enterprises through equity acquisitions, stock exchange and mutual equity participation to restructure. Between local businesses, this requirement should also promote restructuring.
Third, standardize the behavior of restructuring, strengthen the organization and leadership
(15) further standardize the examination and approval of corporate restructuring scheme. State-owned enterprises to introduce non-state investors, the restructuring program and the restructuring of state-controlled enterprises are not controlled or state-owned capital program shareholding enterprises, must be forwarded State-owned Assets Supervision and Administration Commission on Regulating the work of state-owned enterprises in accordance with the views of the "State Council relevant provisions "(Guo Ban Fa [2003] No. 96)," The State Council General Office Circular on Further Regulating the SASAC State-owned enterprise reform implementation opinions "(Guo Ban Fa [2005] No. 60) and the transfer of state-owned property in strict approval. Corporate restructuring involving finance, labor and social security and other matters, the latter shall be submitted to the same level people's governments for approval, and reported to the state-owned assets supervision and administration agency to coordinate approval; matters related to government public administration approval, in accordance with national laws and regulations, government departments report approval. To give full play to the role of corporate workers' congresses and trade unions, state-owned enterprises to introduce non-state investors, the restructuring program and the restructuring of state-controlled enterprises or state-owned capital is not controlled shareholding enterprises plan must be submitted Workers Congress or staff General Meeting fully listen to their opinions; to be implemented after the restructuring of employee relocation program is subject to the General Assembly on behalf of enterprise workers or workers' meeting.
(Xvi) complete reorganization of the approval process between state-owned and state holding enterprises. Reorganization of state-owned and state holding enterprises, state regulations for approval in accordance with prescribed procedures, but not specified in the reorganization of state-owned assets supervision and administration bodies led companies to reduce or increase investment by state-owned assets supervision and administration agency reported that the people's government approval, the rest of the restructuring plan approved by the state-owned assets supervision and administration agency. Specific restructuring plan should promptly inform the Congress of Trade Unions.
(17) further common understanding. All localities and departments should thoroughly study and comprehensive understanding, conscientiously implement the Party Central Committee and State Council on deepening the reform of state-owned enterprises, state-owned economic layout adjust the spirit and structure, raising the importance of state-owned capital adjustment and restructuring of state-owned enterprises, the urgency, complexity understanding. State-owned and state holding enterprises responsible person to correctly handle the relationship between the interests of the state, enterprises, individuals, subject to the state-owned capital adjustment and restructuring of state-owned enterprises overall, positive support, support state-owned capital adjustment and restructuring of state-owned enterprises. To strictly implement national industrial policies and planning of major state-owned capital adjustment and restructuring of state-owned enterprises involved in the national industrial policies and planning, state-owned assets supervision and administration agency shall, jointly with relevant industry authorities and local governments to study the decision.
(18) to strengthen the organization and leadership. Local governments and state-owned assets supervision and administration institutions should attach great importance to promoting the state capital adjustment and restructuring of state-owned enterprises, improve research and feasibility analysis, fully listen to opinions from all sides, from the reality of the region, overall planning, strengthen leadership , careful arrangements, actively and steadily push forward, maintaining normal production and operation order to ensure that enterprises and social stability. SAC and relevant departments should strengthen research, supervision and guidance, Master dynamic country, timely policy recommendations on major issues of state-owned capital adjustment and restructuring of state-owned enterprises. State-owned and state holding enterprises should give full play to the political party organizations in enterprises, especially the central role is to ensure the supervision, propaganda and guidance, coordination of services and so on, carefully organized and implemented, in-depth and meticulous ideological and political work of employees, safeguard the legitimate rights and interests of workers, to ensure that state-owned the successful capital restructuring and reorganization of state-owned enterprises will be.
