The high score is the State Council No.200680 or No.88 document (the specific document number is unknown), about enterprise restructuring.

Classification: comprehensive. Comprehensive policies and regulations

Timeliness: effective

Issued by: General Office of the State Council.

Date of promulgation: 2005- 12- 19.

Implementation date: 2005- 12- 19.

Expiration date:

DocumentNo.: Guo Ban Fa [2005] No.60

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Title: Notice of General Office of the State Council on Forwarding SASAC's Implementation Opinions on Further Standardizing the Restructuring of State-owned Enterprises.

Upper guide bearing

Notice of General Office of the State Council on Forwarding SASAC's Implementation Opinions on Further Standardizing the Restructuring of State-owned Enterprises

Guo Ban Fa [2005] No.60

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

SASAC's "Implementation Opinions on Further Standardizing the Restructuring of State-owned Enterprises" has been approved by the State Council and is hereby forwarded to you, please implement it carefully.

December 19th, 2005

Suggestions on further standardizing the restructuring of state-owned enterprises

the State-owned Assets Supervision and Administration Commission

Since the Circular of the General Office of the State Council on Forwarding the Opinions of the State Council State-owned Assets Supervision and Administration Commission on Regulating the Restructuring of State-owned Enterprises (No.96 [2003] of the State Council) was issued, all regions and relevant departments have strengthened their organization and leadership, conscientiously implemented it, and made great progress in standardizing the restructuring of state-owned enterprises. However, there are still some problems in actual work, such as imperfect restructuring plan, lax examination and approval, irregular assets verification, financial audit, asset evaluation and property right transfer, and insufficient attention to safeguarding the legitimate rights and interests of employees. In order to ensure the healthy development of the restructuring of state-owned enterprises, prevent the loss of state-owned assets and safeguard the legitimate rights and interests of employees, we hereby put forward the following opinions on further standardizing the restructuring of state-owned enterprises:

First, strictly formulate and approve the enterprise restructuring plan.

(a) seriously formulate enterprise restructuring plan. The main contents of the reform plan should include: the purpose and necessity of the reform, the assets, business, equity setting, product development and technological transformation of the reformed enterprise, etc. The specific form of reorganization; The corporate governance structure formed after reorganization; The implementation of the enterprise's creditor's rights and debts; Employee placement plan; The operating procedures of intermediary institutions such as restructuring, financial auditing and asset evaluation and the choice of property rights trading market.

(two) the reorganization plan must clearly preserve the financial creditor's rights, implement the financial debts according to law, and obtain the consent of the creditors of the financial institution. Units that examine and approve the reorganization plan (including people's governments at all levels, state-owned assets supervision and administration institutions at all levels and their funded enterprises, departments other than state-owned assets supervision and administration institutions at all levels and authorized units, the same below) should carefully examine and prevent enterprises from using reorganization to evade financial debts, and refuse to approve the reorganization plan that fails to preserve financial claims and implement financial debts according to law.

(III) Where the enterprise restructuring involves the transfer of state-owned property rights of enterprises, it shall be strictly implemented in accordance with the relevant national laws and regulations, the Interim Measures for the Administration of the Transfer of State-owned Property Rights of Enterprises (Order No.3 of the State-owned Assets Supervision and Administration Commission and the Ministry of Finance), the Notice on Printing and Distributing the Interim Provisions on the Administration of the Transfer of State-owned Property Rights of Enterprises (No.78 [2005] of the State-owned Assets Supervision and Administration Commission) and relevant supporting documents. Enterprises that intend to restructure through capital increase and share expansion should disclose information such as enterprise restructuring and investors through the property rights trading market, the media or the Internet, and select the best investors; Under special circumstances, with the approval of the state-owned assets supervision and administration institution, investors can be selected by providing information to a number of potential investors with relevant qualifications. If the enterprise restructuring involves public offering of shares, it shall be implemented in accordance with the Securities Law of People's Republic of China (PRC) and other relevant laws and regulations.

(four) the enterprise restructuring must issue a legal opinion on the restructuring plan. The legal opinion shall be issued by the legal adviser of the unit that examines and approves the reorganization plan or the law firm that the unit decides to hire. If it is planned to be restructured into a state-controlled enterprise and the employees (including management) do not hold the equity of the enterprise, the unit that examines and approves the restructuring plan may authorize the enterprise legal adviser to issue it.

(five) the restructuring plan of state-owned enterprises shall perform the decision-making or approval procedures in accordance with the Provisional Regulations on the Supervision and Administration of State-owned Assets of Enterprises (Order No.378 of the State Council) and the relevant provisions of the State-owned Assets Supervision and Administration Commission of the State Council, otherwise the restructuring shall not be implemented. If the restructuring of state-owned enterprises involves matters such as finance and labor security, it must be reported to the relevant departments of the people's government at the same level for approval in advance, and then reported to the state-owned assets supervision and administration institution for coordination and approval; Examination and approval matters involving government social management shall be reported to the relevant government departments for examination and approval in accordance with relevant state laws and regulations; Enterprises funded by state-owned assets supervision and administration institutions are restructured into non-state-owned enterprises (enterprises without state-owned shares and shares), and the restructuring plan must be reported to the people's government at the same level for approval.

(six) the unit that examines and approves the restructuring plan must establish relevant examination and approval procedures, authority and responsibility systems in accordance with the principle of the unity of rights, obligations and responsibilities.

(VII) The unit that examines and approves the restructuring plan must establish a file management system for important information such as restructuring plan examination and approval, asset verification, financial audit, asset evaluation, entry transaction, pricing, transfer price, implementation of creditor's rights, and employee resettlement plan, and the holders of state-owned property rights of restructured enterprises should properly keep relevant information.

Second, do a good job in assets verification.

(a) enterprise restructuring should be carried out in accordance with the relevant provisions of the asset restructuring. It is necessary to comprehensively clean up, check and verify enterprise assets, conduct physical inventory, verify accounts, verify liabilities and owners' rights and interests, do a good job in checking all kinds of accounts receivable and prepayments, all kinds of foreign investments and off-balance sheet assets, do a good job in cleaning up mortgage and guarantee related matters, and adjust relevant accounts in accordance with state regulations.

(2) The results of assets and capital verification shall be valid for 2 years from the base date of assets and capital verification after being examined and confirmed by the state-owned property right holder and confirmed by the state-owned assets supervision and administration institution. During the period of validity, enterprises will no longer organize assets and capital verification separately when implementing restructuring.

(III) Enterprise restructuring only involves introducing a small amount of investment from non-state-owned investors, and the enterprise has been accounted for in accordance with the relevant provisions of the state. With the approval of the state-owned assets supervision and administration institution at the same level, it is not necessary to carry out assets verification.

Three, strengthen the financial audit and asset evaluation of restructured enterprises.

(a) the implementation of enterprise restructuring, financial audit and asset evaluation must be determined by the intermediary institutions approved by the restructuring plan. To determine the intermediary institutions, we must investigate and understand their qualifications, credibility and ability; Accounting firms and certified public accountants with records of violations of laws and regulations in enterprise financial audit within two years before the restructuring shall not be employed; Intermediaries and certified asset appraisers who participated in the last asset appraisal of the enterprise shall not be employed; The same intermediary agency shall not be employed to conduct financial audit and asset evaluation.

(two) the financial audit should be carried out in accordance with the "Independent Auditing Standards for Certified Public Accountants in China" and other relevant provisions. Among them, according to the relevant provisions of the state, the provision for impairment of assets must be audited by an accounting firm item by item and issued with special opinions, and submitted to the holders of state-owned property rights together with the audit report as the basis for the restructuring plan, and unreasonable provision for impairment should be adjusted. When a wholly state-owned enterprise implements restructuring, if all written-off assets impairment reserves and all assets losses affect the transfer price or discount of state-owned property rights, the written-off assets impairment reserves and all assets losses must be handed over to the holders of state-owned property rights in the restructured enterprise, and the holders of state-owned property rights should take regulatory measures such as cleaning up and recovery, implement regulatory responsibilities and minimize losses. When a state-owned holding enterprise reorganizes, the assets for which impairment provision has been made and the losses of assets that have been written off shall be handled by the holders of state-owned property rights through consultation with other shareholders.

(3) When a wholly state-owned enterprise is restructured, the net assets increased due to the profit of the enterprise from the base date of enterprise assets evaluation to the registration of industrial and commercial changes after the enterprise restructuring shall be turned over to the holders of state-owned property rights, or with the consent of the holders of state-owned property rights, as the state-owned rights and interests of the restructured enterprise; The net assets reduced due to the losses of enterprises shall be made up by the holders of state-owned property rights, or by the restructured enterprises with the dividends due to the state-owned shares in future years. When a state-owned holding enterprise is restructured, the changes in its net assets from the base date of assets evaluation to the registration of industrial and commercial changes after the restructuring shall be handled through consultation by the property owners of the enterprise before the restructuring.

(four) non state-owned enterprises, before the restructuring, the legal representative of the state-owned property rights holding unit must organize the outgoing audit, and shall not replace the outgoing audit with financial audit. The outgoing audit shall be carried out in accordance with the relevant laws and regulations of the state and the Interim Measures for the Administration of Economic Responsibility Audit of Central Enterprises (Order No.7 of the State-owned Assets Supervision and Administration Commission) and relevant supporting regulations. Financial audit and outgoing audit shall be undertaken by two accounting firms respectively, and audit reports shall be issued respectively.

(five) enterprise restructuring involves land use rights, must be confirmed through land registration and clear disposal of land use rights. The land use right that enters the scope of enterprise reorganization assets must be evaluated by an intermediary agency with land evaluation qualification and filed according to the relevant provisions of the state. Involving the state-owned allocation of land use rights, the approval procedures for the disposal of land use rights must be handled in accordance with the relevant provisions of the state land management.

(VI) Where the enterprise restructuring involves matters related to exploration and mining rights, it shall be conducted in accordance with the relevant national laws, the Measures for the Administration of the Assignment of Exploration and Mining Rights (Order No.242 of the State Council), the Notice of the Ministry of Land and Resources on Printing and Distributing the Measures for the Administration of Tendering and Bidding, and the auction and listing of exploration and mining rights (for Trial Implementation) (Guo Tu Zi Fa [2003] 197). However, the exploration right and mining right shall not be transferred separately. Where the exploration and mining rights are funded by the state, the formalities for examination and approval of disposal shall be handled in accordance with the relevant provisions of the state. The exploration right and mining right that enter the scope of enterprise reorganization assets must be evaluated and priced by an intermediary agency with the qualification of mining right evaluation (the evaluation result of mining right shall be reported to the competent department of land and resources for confirmation), incorporated into the overall assets of the enterprise, and disposed of after the approval of the competent department of land and resources of the reorganization plan approval unit.

(seven) patent rights, non-patented technology, trademark rights, land use rights, exploration rights, mining rights, franchise rights and other physical assets and assets. Assets that have not entered the scope of enterprise restructuring shall not be used for free by the restructured enterprise; If it is really necessary to use it, the calculation standard of paid use fee or lease fee shall be determined with reference to the asset appraisal price or the market price of similar assets.

(8) Non-state-owned investors participate in enterprise restructuring with assets such as physical assets and patents, non-patented technologies, trademarks, land use rights, exploration rights, mining rights, franchise rights, etc., and the assets of both state-owned property rights holders and non-state-owned investors entering the restructured enterprise are evaluated on the same base date; If one party's assets have been appraised, the other party can recheck the assets appraisal results.

(9) In the process of assets verification, financial audit, outgoing audit, asset evaluation, debt performance, property right transaction, etc., if it is found that it has caused the loss of state-owned assets, evasion of financial debts and other violations of law and discipline, it is necessary to suspend restructuring and trace the responsibilities of relevant personnel.

Fourth, earnestly safeguard the legitimate rights and interests of employees.

(a) the restructuring plan must be submitted to the enterprise workers' congress or the workers' congress for deliberation, and shall be announced to the employees in a timely manner in accordance with the relevant regulations and procedures. It is necessary to explain clearly to the broad masses of workers the principles and policies of the state on the reform of state-owned enterprises and the provisions on restructuring, and the necessity and urgency of restructuring and the development ideas of enterprises. In the process of formulating the restructuring plan, we should fully listen to the opinions of the employees, do a good job in ideological work in depth and in detail, and strive for the understanding and support of the employees for the restructuring.

(two) before the implementation of the restructuring of state-owned enterprises, the original enterprises should clarify the relevant responsibilities with the investors on issues such as employee placement costs and labor relations, and formulate employee placement plans. The employee placement plan must be reviewed and approved by the employee congress or the employee congress before the enterprise can implement the restructuring. The employee placement plan must be announced to the broad masses of employees in a timely manner, and its main contents include: the situation of enterprise personnel and the opinions on resettlement; Measures for the alteration, dissolution and re-signing of employee labor contracts; Measures for payment of economic compensation for employees who terminate labor contracts; Continuation of social insurance relationship; Measures to deal with debts such as wages owed to employees and social insurance premiums owed by enterprises.

(3) When an enterprise implements restructuring, it must announce the financial audit and asset evaluation results of the main financial indicators of the enterprise, such as total assets, total liabilities, net assets, net profit, etc., and accept the democratic supervision of the employees.

(4) If it is restructured into a state-controlled enterprise, the restructured enterprise will continue to perform the labor contract signed by the enterprise and the retained employees before the restructuring; The working years of the employees retained in the enterprise before the restructuring shall be calculated as the working years of the enterprise after the restructuring; The original enterprise shall not pay economic compensation to the employees who continue to be employed. If it is restructured into a non-state-owned enterprise, it is necessary to properly handle the labor relations between the restructured enterprise and its employees in strict accordance with relevant laws, regulations and policies. When the enterprise is restructured, employees who terminate the labor contract and no longer continue to be employed shall pay economic compensation. Units holding state-owned property rights of enterprises shall not force employees to use economic compensation and other expenses for investment in restructured enterprises or lend them to restructured enterprises (including investors in restructured enterprises).

(five) when the enterprise is restructured, the wages, fund-raising, medical expenses, misappropriated employee housing provident fund and social insurance premiums owed by the enterprise shall be paid in one lump sum in principle. Restructured enterprises shall, in accordance with the relevant provisions, continue social insurance relationships such as pension, unemployment, medical care, work injury and maternity for employees in a timely manner, and pay various social insurance premiums for employees in full and on time.

Five, strictly control the enterprise management through capital increase and share expansion.

(1) The "management" as mentioned in this opinion refers to the heads of state-owned and state-holding enterprises and other members of the leadership team; The term "management holding shares through capital increase" in this opinion does not include incentive shares or stock options implemented for management.

(two) the state-owned and state-controlled large enterprises should strictly control the management to directly or indirectly hold the equity of the enterprise through various means such as capital increase and share expansion. In order to explore the implementation of the incentive and restraint mechanism, with the approval of the state-owned assets supervision and administration institution, all management members who compete for posts or make significant contributions to the development of the enterprise through open recruitment and internal competition may hold the equity of the enterprise through capital increase and share expansion, but the total shareholding of the management shall not reach the holding or relative holding number. The classification standards of state-owned and state-holding enterprises are in accordance with the Notice of the Bureau of Statistics on Printing and Distributing the Statistical Classification Methods for Large, Medium and Small Enterprises (Interim) (Zi [2003] 17) and the Notice of the former State Economic and Trade Commission, the former State Planning Commission, the Ministry of Finance and the Bureau of Statistics on Printing and Distributing the Interim Provisions on the Standards for Small and Medium Enterprises (State Economic and Trade Small Enterprises [2003] 17).

(3) The management members who intend to hold the equity of the enterprise through capital increase and share expansion shall not participate in the formulation of the restructuring plan, the determination of the conversion price of state-owned property rights, the selection of intermediary institutions, the assets verification, financial audit, outgoing audit, asset evaluation and other major matters. Management shareholding must provide relevant proof of legal sources of funds, must implement the relevant provisions of the General Rules for Loans, and must not borrow money from state-owned and state-holding enterprises, including this enterprise, mortgage, pledge or discount financing with state-owned property rights or assets as the subject matter, and must not indirectly hold enterprise equity by means of trust or entrustment.

(4) In any of the following circumstances, the management members shall not hold the equity of the restructured enterprise through capital increase and share expansion: 1. Personnel who are directly responsible for the decline in the operating performance of the audited restructuring enterprise; 2. Deliberately transferring or concealing assets during the restructuring process, or affecting the net assets of the enterprise through related party transactions; 3. Providing false information to intermediary agencies, resulting in distorted audit and evaluation results, or colluding with relevant parties to lower the asset evaluation value and the conversion price of state-owned property rights; 4, in violation of the relevant provisions, to participate in the formulation of restructuring plan, determine the state-owned property rights, choose intermediaries, and assets verification, financial audit, outgoing audit, asset evaluation and other major issues; 5. Unable to provide relevant legal proof of the source of shareholding funds.

(5) The reorganization plan involving the management's shareholding through capital increase and share expansion must make specific provisions on the relevant matters that the management members no longer hold the equity of the enterprise.

(6) If the nature of the state-owned shares of listed companies held by enterprises changes after the management holds the equity of enterprises through capital increase and share expansion, it shall be handled in accordance with relevant state regulations.

Six, strengthen the leadership and management of the restructuring work.

(1) Except that large and medium-sized state-owned enterprises are separated from the main and auxiliary industries and restructured into state-controlled enterprises through domestic and overseas initial public offerings and listing, and state-controlled listed companies increase their capital and shares and purchase assets according to other state regulations, the provisions of Document No.96 [2003] of the State Council and this opinion shall be implemented in any of the following circumstances:

1. State-owned and state-controlled enterprises (including their wholly-owned and holding subsidiaries, the same below) introduce non-state-owned investment incrementally, or the holders of state-owned property rights of state-owned and state-controlled enterprises transfer the state-owned property rights of enterprises to non-state-owned investors.

2. State-owned and state-controlled enterprises set up new companies with their non-monetary assets and non-state-owned investors, and therefore arranged for some employees of the original enterprises to be employed in the new companies.

State-owned and state-holding enterprises set up a new company with non-state-owned investors in cash, and therefore arrange some employees of the original enterprise to work in the new company. In addition to the procedures of assets verification, financial audit, asset evaluation and pricing, the provisions of document No.96 [2003] of the State Council and this opinion shall be implemented.

3, other relevant provisions made by the state-owned assets supervision and administration institutions at all levels. Enterprises that perform the responsibilities of investors by departments other than the state-owned assets supervision and administration institutions shall be prescribed by the relevant departments.

(two) the holding unit of state-owned property rights should negotiate with non-state-owned investors to sign contracts and agreements, safeguard the legitimate rights and interests of employees, prevent the loss of state-owned assets, and ensure the preservation and appreciation of state-owned assets of enterprises after restructuring. For the contracts and agreements that need to be performed after the restructuring, the state-owned property rights holders are responsible for tracking, supervising and inspecting, and ensuring that all terms are put in place. After the restructuring, the state-owned holding enterprises should establish a modern enterprise system, improve the corporate governance structure, formulate clear enterprise development ideas and conversion mechanism programs, accelerate technological progress, strengthen internal management, and improve market competitiveness. Enterprises should attach importance to the construction of trade union organizations and give full play to the role of trade union organizations in the process of restructuring.

(3) Local people's governments at all levels and their state-owned assets supervision and administration institutions, state-owned enterprises and state-controlled enterprises should fully understand and correctly implement the principles, policies and measures of the CPC Central Committee and the State Council on the reform of state-owned enterprises. Effectively strengthen the organization and leadership of the restructuring of state-owned enterprises, strictly implement the relevant provisions of the restructuring, conscientiously fulfill the working procedures of the restructuring, and effectively prevent the loss of state-owned assets. Strengthen the supervision and inspection of restructuring enterprises to implement the employee placement plan, and earnestly safeguard the legitimate rights and interests of employees. Local governments and relevant departments should care about the reform and development of enterprises after restructuring, urge the implementation of restructuring measures, help solve the difficulties and problems encountered, and create a good environment and conditions for the development of restructured enterprises. Local people's governments at all levels should give full consideration to the affordability of enterprises, workers and society, properly handle the connection between local original policies and existing policies, and prevent new contradictions. State-owned assets supervision and administration institutions at all levels should strengthen the supervision and inspection of the implementation of document No.96 [2003] issued by the State Council, this opinion and Decree No.3 issued by the State-owned Assets Supervision and Administration Commission and the Ministry of Finance, sum up experience in time, find and correct problems existing in the restructuring work, and promote the healthy, orderly and standardized development of the restructuring work of state-owned enterprises.