Guo Fa [2015] No.54
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:
Developing mixed ownership economy is an important measure to deepen the reform of state-owned enterprises. In order to implement the spirit of the 18th National Congress of the Communist Party of China and the Third and Fourth Plenary Sessions of the 18th Central Committee, implement the decision-making arrangements of the CPC Central Committee and the State Council in accordance with the requirements of the "four comprehensive" strategic layout, promote the reform of mixed ownership of state-owned enterprises, and promote the common development of diversified ownership economies, we hereby put forward the following opinions.
I. General requirements
(A) the starting point and the end result of the reform. The mixed ownership economy, in which state-owned capital, collective capital and non-public capital cross-hold shares and merge with each other, is an important form to realize the basic economic system. Over the years, a number of state-owned enterprises have developed into mixed ownership enterprises through restructuring, but the governance mechanism and supervision system need to be further improved; Many state-owned enterprises are actively exploring the reform of mixed ownership in order to change their operating mechanisms and improve their operating efficiency. At present, in response to the increasingly fierce international competition and challenges, and to promote China's economy to maintain medium and high-speed growth and move towards the middle and high-end level, it is necessary to deepen the reform of mixed ownership of state-owned enterprises, promote the improvement of modern enterprise systems, and improve the corporate governance structure; Improve the allocation and operational efficiency of state-owned capital, optimize the layout of state-owned economy, enhance the vitality, control, influence and anti-risk ability of state-owned economy, and actively adapt to and lead the new normal of economic development; Promote the transformation of the operating mechanism of state-owned enterprises, enlarge the function of state-owned capital, realize the preservation and appreciation of state-owned assets, realize the complementary advantages, mutual promotion and common development of various ownership capitals, and consolidate the micro-foundation of the basic economic system. In the reform of mixed ownership of state-owned enterprises, we must resolutely prevent the loss of state-owned assets due to inadequate supervision and incomplete reform.
(2) Basic principles.
-government guidance and market operation. Respect the market economy and the law of enterprise development, take enterprises as the main body, give full play to the role of market mechanism, combine the mechanism of attracting investment with the mechanism of transferring capital, combine the diversification of property rights with the improvement of corporate governance structure, and explore effective ways to reform the mixed ownership of state-owned enterprises.
-improve the system and protect property rights. With the basic orientation of protecting property rights, maintaining contracts, unifying the market, equal exchange, fair competition and effective supervision, we will effectively protect the property rights and interests of all investors in mixed-ownership enterprises and mobilize the enthusiasm of all kinds of capital to participate in the development of mixed-ownership economy.
-Strict procedures and standardized operation. Adhere to the law and regulations, further improve the trading rules of state-owned assets, scientifically evaluate the value of state-owned assets, improve the market pricing mechanism, and effectively make the rules, processes and results open. Strengthen the supervision of transaction subjects and transaction processes, prevent black-box operation, low-price sale, interest transfer, turning public into private, evading debts, and put an end to the loss of state-owned assets.
-Make changes as appropriate and make steady progress. For state-owned enterprises that implement mixed ownership through joint-stock system and listing, efforts should be made to improve the modern enterprise system and improve the efficiency of capital operation; For state-owned enterprises that are suitable for continuing to promote the reform of mixed ownership, we should give full play to the role of the market mechanism, adhere to the policy according to the place, industry and enterprise, be appropriately independent, properly controlled and properly participate, and do not engage in catering, full coverage and no timetable, one enterprise, one policy, one mature one to promote one, and ensure that the reform is standardized and orderly. Respect grassroots innovation practice and form a number of successful practices that can be replicated and popularized.
Second, promote the reform of mixed ownership of state-owned enterprises by classification.
(3) Steadily promote the reform of mixed ownership of commercial state-owned enterprises in fully competitive industries and fields. In accordance with the requirements of marketization and internationalization, with strengthening the vitality of state-owned economy, amplifying the functions of state-owned capital, and realizing the preservation and appreciation of state-owned assets as the main goal, and with the guidance of improving economic benefits and innovating business models, we will actively introduce other state-owned capital or various non-state-owned capital, and make full use of the overall listing to realize equity diversification. Adhere to capital as a link to improve the governance structure and management model of mixed-ownership enterprises, and state-owned capital investors and various non-state-owned capital investors will fulfill shareholders' rights and responsibilities, so that mixed-ownership enterprises can become real market players.
(4) Effectively explore the mixed ownership reform of commercial state-owned enterprises whose main business is in important industries and key fields. For commercial state-owned enterprises whose main business is in important industries and key fields related to national security and the lifeline of the national economy, it is necessary to maintain the controlling position of state-owned capital and support non-state-owned capital to participate in shares. For natural monopoly industries, we will carry out reforms with separation of government and enterprise, separation of government and capital, franchising and government supervision as the main contents, separate network and transportation according to the characteristics of different industries, liberalize competitive business, promote the marketization of public resource allocation, and at the same time strengthen supervision according to law and standardize profit models.
-important communication infrastructure, hub transportation infrastructure, important basin-controlled water conservancy and hydropower navigation and power hub, inter-basin water transfer project and other fields. State-owned enterprises are wholly owned or controlled, and eligible non-state-owned enterprises are allowed to participate in construction and operation through franchising and government purchase of services according to law.
-Development and utilization of important water resources, forest resources and strategic mineral resources. Should be wholly state-owned or absolutely controlled. On the basis of strengthening environmental, quality and safety supervision, non-state-owned capital is allowed to enter and participate in development and operation in an orderly manner according to law.
-River trunk channels, oil and gas trunk pipe networks, power grids, etc. According to the characteristics of different industries, the network and transportation are separated, and the main and auxiliary are separated. In addition to the pipeline network of natural monopoly links, we will liberalize competitive business and allow non-state-owned capital to enter equally.
—— In the fields of nuclear power, important public technology platforms, meteorological surveying and mapping, hydrology and other basic data collection and utilization, state-owned enterprises are wholly owned or absolutely controlled, and non-state-owned enterprises are supported to invest in shares and participate in franchising and government procurement. The national reserves of strategic materials such as grain, oil and natural gas are still completely owned or controlled by the state.
-Special industries, such as national defense and military industry, are engaged in scientific research and production of strategic weapons and equipment and core military capabilities related to national strategic security and state core secrets, and are wholly state-owned or absolutely controlled. In other fields of military industry, market access will be gradually relaxed by classification, competitive procurement systems and mechanisms will be established, and non-state-owned enterprises will be supported to participate in scientific research and production, maintenance services and competitive procurement of weapons and equipment.
-Increase the investment of state-owned capital in other important industries and key areas that serve the national strategic objectives, important forward-looking strategic industries, ecological environmental protection and shared technology platforms, and give play to the guiding and driving role of state-owned capital.
(5) Guide public welfare state-owned enterprises to standardize the reform of mixed ownership. In industries and fields that provide public goods and services such as water, electricity, heat, public transportation and public facilities, according to different business characteristics, we will strengthen classified guidance and promote qualified enterprises to diversify their investment subjects. Encourage non-state-owned enterprises to participate in operations by purchasing services, franchising, entrusting agents, etc. The government should strengthen the supervision of price level, cost control, service quality, safety standards, information disclosure, operational efficiency, and security capacity, and make a differentiated assessment of its operating performance indicators and the preservation and appreciation of state-owned assets according to the different characteristics of enterprises, and introduce social evaluation into the assessment.
Third, promote the reform of mixed ownership of state-owned enterprises by layers.
(6) Guide subsidiaries to promote the reform of mixed ownership in an orderly manner. For the second-class and below enterprises of state-owned enterprise groups, we should focus on entity enterprises such as R&D innovation and productive services, introduce non-state-owned capital, accelerate technological innovation, management innovation and business model innovation, reasonably limit the legal person level and effectively compress the management level. Clarify the legal status of shareholders and their rights in capital gains, major decisions of enterprises, and selection of managers. Shareholders shall exercise their rights and perform their obligations in accordance with the proportion of capital contribution and the Articles of Association.
(VII) Explore the promotion of mixed ownership reform at the level of group companies. Adhere to state-owned capital holding in specific areas clearly defined by the state, and form a reasonable governance structure and market-oriented operating mechanism; In other fields, we will encourage the gradual adjustment of the proportion of state-owned shares through overall listing, mergers and acquisitions, and issuance of convertible bonds. Actively introduce all kinds of investors to form an operating mechanism with diversified ownership structure, standardized shareholder behavior, effective internal constraints and efficient and flexible operation.
(eight) to encourage local governments to proceed from reality to promote the reform of mixed ownership. All regions should conscientiously implement the requirements of the central authorities, distinguish different situations, formulate and improve reform plans and related supporting measures, guide state-owned enterprises to steadily carry out mixed ownership reform, and ensure that the reform is carried out in an orderly manner according to law.
Four, encourage all kinds of capital to participate in the reform of mixed ownership of state-owned enterprises.
(9) Encourage non-public capital to participate in the reform of mixed ownership of state-owned enterprises. Non-public capital investors can participate in the restructuring and reorganization of state-owned enterprises or the capital increase and share expansion of state-controlled listed companies and enterprise management through capital contribution, equity acquisition, subscription of convertible bonds and equity replacement. Non-public capital investors can contribute in cash, or in the form permitted by laws and regulations such as physical objects, stock rights and land use rights. When transferring state-owned property rights or state-owned shares of enterprises, unless otherwise stipulated by the state, it is generally not concerned about setting additional conditions for private investors in the qualifications of the transferee.
(ten) support collective capital to participate in the reform of mixed ownership of state-owned enterprises. Clarify the property rights of collective assets and develop an economic entity with diversified equity, industrialized operation and standardized management. Collective capital, assets and other factors of production after confirmation are allowed to become shares at a fixed price and participate in the reform of mixed ownership of state-owned enterprises. To study and formulate measures for the management of joint-stock cooperative economy (enterprise).
(eleven) orderly absorb foreign capital to participate in the reform of mixed ownership of state-owned enterprises. Introduce foreign capital to participate in the reorganization of state-owned enterprises, joint ventures and cooperation, and encourage overseas mergers and acquisitions, investment and financing cooperation, offshore finance, etc. Make full use of international market, technology, talents and other resources and elements, develop a mixed-ownership economy, deeply participate in international competition and global industrial division of labor, and improve global resource allocation capacity. In accordance with the requirements of opening wider to the outside world and strengthening supervision, and in accordance with the Catalogue for the Guidance of Foreign Investment Industries and relevant safety review regulations, we will improve the safety review mechanism for foreign investment and effectively strengthen risk prevention. 1 2