Central enterprises mixed reform another heavy document landing! SASAC delegated part of the examination and approval authority

category:Finance
 Central enterprises mixed reform another heavy document landing! SASAC delegated part of the examination and approval authority


2. Make clear that the implementation of mixed ownership reform in the subsidiaries of central enterprises at all levels should generally follow the following basic operation procedures: feasibility study, formulation of mixed ownership reform plan, implementation of decision-making approval procedures, audit evaluation, introduction of non-public capital investors, and promotion of enterprise operation mechanism reform. If the reform of mixed ownership is carried out in the form of newly established enterprises, foreign investment, merger and acquisition, investment and equity, the relevant procedures for investment management of central enterprises shall be implemented.

3. In terms of the review authority of the mixed reform scheme, it is clear that the central enterprises should perform the internal decision-making procedures in accordance with the three major and one major decision-making mechanism. If the planned mixed ownership reform enterprise belongs to a subsidiary enterprise with other functional orientation, its mixed ownership reform plan shall be approved by the central enterprise.

4. In the part of mixing, it is clear that the reform of mixed ownership is implemented through the property market, and the enterprises to be mixed should reasonably determine the selection method of investors. The transfer of property rights can be carried out by auction, bidding and online bidding, while the increase of capital and share can be carried out by bidding, competitive negotiation and comprehensive evaluation. In the process of investor selection, strategic investors mainly focus on the matching and coordination with enterprise development strategy, business objectives, main business and other aspects, while financial investors mainly focus on capital strength and financial situation.

5. The implementation of mixed ownership reform by issuing securities on the stock market, transferring shares of listed companies, restructuring assets of state-owned shareholders and listed companies, etc. shall be carried out in accordance with the measures for the supervision and administration of state owned equity of listed companies (Order No. 36 of the CSRC of the Ministry of finance of the state owned assets supervision and Administration Commission) and the relevant provisions of the securities supervision and administration. If the IPO mode is adopted, the management procedure for the identification of state-owned shareholders shall be carried out in accordance with the requirements. Enterprises that are in line with national strategy, have key core technology, have outstanding scientific and technological innovation ability, mainly rely on core technology to carry out production and operation, have stable business model, high market recognition, good social image and strong growth can actively apply for listing on science and technology innovation board.

6. The state-owned shareholders shall, in accordance with the principles of meeting the development strategy of the state-owned shareholders and being conducive to improving the quality and core competitiveness of the listed company, plan the reorganization plan scientifically and select the reorganization opportunity reasonably on the basis of full consultation with the listed company. In order to carry out the reform of mixed ownership in the stock market, we should do a good job in information disclosure and effectively prevent and control insider trading.

7. The part of reform emphasizes the reform at the level of state-owned enterprises. Encourage the enterprises with mixed ownership to comprehensively use the medium and long-term incentive policies such as employee stock ownership of state-owned enterprises with mixed ownership, equity incentive of state-owned listed companies, equity and dividend incentive of state-owned technological enterprises, and explore the medium and long-term incentive methods such as excess profit sharing, project follow-up investment and virtual equity.

8. The equity incentive objects of the listed companies controlled by the central enterprises should focus on the core talents, and be determined in combination with the high-quality development needs of the enterprises, industry competition characteristics, key post responsibilities, performance evaluation and other factors. The ways of equity incentive for listed companies controlled by central enterprises are generally stock options, stock appreciation rights, restricted stocks and other ways, and other incentive ways permitted by laws and administrative regulations can also be explored.

9. For small and medium-sized listed companies and technological innovation listed companies, the number of equity granted by the first implementation of equity incentive plan accounts for the proportion of the total equity of the company, which can be increased from 1% to 3%. The cumulative number of equity granted by a listed company in two complete accounting years is generally within 3% of the total share capital of the company, and special needs such as major strategic transformation of the company can be appropriately relaxed to within 5% of the total share capital. The upper limit of regulation is no longer set for the actual income of equity incentive objects.

10. In addition to the overall listed company whose main business is listed, SASAC will no longer review the phased implementation plan of equity incentive of listed companies. The phased implementation plan formulated by listed companies according to the equity incentive plan shall be submitted to the central enterprise for approval by the state-owned controlling shareholders before the board of directors deliberation and decision.

The operation guide standardizes the process of mixed change and clearly defines the authority boundary

Since the beginning of this year, the mixed reform of central enterprises has been carried out in batches, and it has become an urgent task to plan and refine the operation rules of central enterprises. Zhou Lisa, a researcher at the research center of the state owned assets supervision and Administration Commission of the State Council, told reporters that the guidelines detailed the specific measures to implement the mixed reform and were highly operational.

For example, clearly define the level of mixed reform: the target of mixed reform is mainly the subsidiary enterprises of central enterprises; clearly define the mixed ownership reform (equity diversification for state-owned and state-owned enterprises, central enterprises and local state-owned enterprises) by introducing non-public capital and collective capital; clearly define the way of mixed reform as property right transfer, capital increase and share expansion, IPO, and asset weight of listed companies Group and so on.

At the same time, the operation guideline also specifies that the implementation of mixed ownership reform in the subsidiaries of central enterprises at all levels should generally follow the basic operation procedures, including feasibility study, formulation of mixed ownership reform plan, implementation of decision-making approval procedures, audit evaluation, introduction of non-public capital investors, and promotion of enterprise operation mechanism reform.

According to the document, after the formulation of the mixed ownership reform plan, the central enterprises should perform the internal decision-making procedures in accordance with the three major and one major decision-making mechanism. That is to say, if the proposed mixed ownership reform enterprise belongs to an important industry and key field which is related to national security and national economy and a subsidiary enterprise which mainly undertakes major special tasks, its mixed ownership reform plan shall be reviewed by the central enterprise and then submitted to the SASAC for approval. If it needs to be submitted to the State Council for approval, the SASAC shall perform the corresponding provisions in accordance with the relevant laws, administrative regulations and documents of the State Council Procedures: if the proposed mixed ownership reform enterprise belongs to other functional positioning subsidiaries, its mixed ownership reform plan shall be approved by the central enterprise.

This means that SASAC will delegate the approval authority of the mixed reform scheme of some enterprises affiliated to the central enterprises to the group company, without the approval of SASAC.

The part of mixing emphasizes the reform of state-owned capital

According to the data released by SASAC, since the 18th National Congress of the Communist Party of China, the central enterprises have implemented more than 3700 mixed reforms, introduced more than 1 trillion yuan of non-public capital, and the number of mixed ownership enterprises accounts for more than 70%, nearly 20 percentage points higher than the end of 2012; 65% of the total assets of central enterprises have entered the listed companies, with 61% of the operating revenue and 88% of the total profits coming from the listed companies. However, there are still some problems, such as being afraid to mix, unwilling to mix, mixing for the sake of mixing, mixing for the first time, emphasizing mixing rather than changing.

The person in charge of the SASAC said that the introduction of the operation guide provided a systematic operation guide for the central enterprises to carry out the mixed ownership reform, which was conducive to the central enterprises to standardize the work process of the mixed ownership reform, deepen the connotation of the mixed ownership reform, and promote the reform mechanism with mixed capital.

The operation guideline makes it clear that through the implementation of mixed ownership reform in the property market, the enterprises to be mixed should reasonably determine the selection method of investors. The transfer of property rights can be carried out by auction, bidding and online bidding, while the increase of capital and share can be carried out by bidding, competitive negotiation and comprehensive evaluation. In the process of investor selection, strategic investors mainly focus on the matching and coordination with enterprise development strategy, business objectives, main business and other aspects, while financial investors mainly focus on capital strength and financial situation.

If the mixed ownership reform is carried out in the stock market and the IPO is adopted, the management procedure for the identification of state-owned shareholders shall be carried out in accordance with the requirements. Enterprises that are in line with national strategy, have key core technology, have outstanding scientific and technological innovation ability, mainly rely on core technology to carry out production and operation, have stable business model, high market recognition, good social image and strong growth can actively apply for listing on science and technology innovation board. The transfer of shares of listed companies should adhere to the principles of openness, fairness and fairness, and generally adopt the way of public collection. According to the principles of conforming to the development strategy of the state-owned shareholders and improving the quality and core competitiveness of the listed companies, the state-owned shareholders should plan the reorganization plan scientifically and choose the reorganization opportunity reasonably on the basis of full consultation with the listed companies. In order to carry out the reform of mixed ownership in the stock market, we should do a good job in information disclosure and effectively prevent and control insider trading.

Zhou told reporters that the mixed part of the operation guide emphasized the reform at the level of state-owned capital. Different demands for mixed reform have different strategic systems. On the issue of controlling right, the industrial investors require the target enterprise to transfer the controlling right or enter the board of directors to have a certain discourse right. Financial investors have obvious capital market orientation, pay more attention to the industry cycle and securities cycle, focus on the short-term income of 3-5 years, they generally do not covet the controlling right of financing enterprises, but there will be financial return requirements in the agreement, and even harsh terms of gambling.

Zhou Lisa pointed out that in the aspect of mixing, the document stressed that enterprises with mixed ownership need to conduct equity trading through the third-party pricing evaluation and transaction, through the capital market, and through the property market to achieve market-oriented pricing.

Promoting reform mechanism is the highlight and focus of documents

According to Zhou Lisa, the reform part emphasizes the reform at the level of state-owned enterprises, including the implementation of the authority of the board of directors, the implementation of the professional manager system and the medium and long-term incentive mechanism.

According to the operation guidelines, the mixed ownership enterprises should establish and improve the modern enterprise system, standardize the rights and responsibilities of the board of shareholders, the board of directors, the board of supervisors, the management and the party organization, and exercise their rights in accordance with the articles of association and operate in accordance with the rules. Central enterprises should scientifically and reasonably define the boundary of power and responsibility of enterprises with mixed ownership, avoid administrative and organ control, and accelerate the transformation from control to allocation. Under the framework of modern enterprise system, the state-owned shareholders should participate in the decision-making and management of the enterprise in accordance with the market-oriented rules as shareholders, without interfering in the daily operation of the enterprise.

In terms of the three system reforms, we need to establish a market-oriented personnel selection and employment mechanism, improve the market-oriented employment system, establish a market-oriented salary distribution mechanism, and realize the ability of managers to rise and fall, the ability of employees to enter and exit, and the ability of income to increase and decrease. Promote the implementation of tenure system and contractual management of managers in a wider range of enterprises with mixed ownership, establish a professional manager system with conditions, and actively explore the establishment of a manager incentive system in line with the market. We will comprehensively promote medium and long-term incentive measures such as equity incentive of listed companies, equity dividend of technology-based enterprises, and employee stock ownership, and make good use of relevant policies.

At the beginning of this month, Hao Peng, director of the state owned assets supervision and Administration Commission of the State Council, said publicly that state-owned enterprises should work hard to improve the market-oriented operation mechanism and establish a more flexible and efficient income distribution mechanism. We should make overall use of equity incentive, dividend incentive, employee stock ownership and other policies and measures, actively explore the use of incentive methods such as excess profit sharing, virtual equity, project follow-up investment, and fully mobilize the enthusiasm of all kinds of talent officers to start businesses.

The relevant requirements are reflected in the document, and the operation guide makes it clear that the mixed ownership enterprises comprehensively use medium and long-term incentive mechanisms such as employee stock ownership of state-owned mixed ownership enterprises, equity incentive of state-owned holding listed companies, equity and dividend incentive of state-owned technology enterprises, in addition to exploring ways of excess profit sharing, project follow-up investment, virtual equity, etc.

The reporter noted that the document has made detailed provisions on equity incentive of listed companies controlled by central enterprises. Including: the equity incentive objects of the listed companies controlled by the central enterprises should focus on the core talents, and be comprehensively determined in combination with the high-quality development needs of enterprises, industry competition characteristics, key post responsibilities, performance evaluation and other factors. Generally, stock option, stock appreciation right and restricted stock are the ways of stock incentive, and other incentive ways permitted by laws and administrative regulations can also be explored. For small and medium-sized listed companies with market value and technological innovation listed companies, the number of equity granted by the first equity incentive plan accounts for the proportion of the total equity of the company, which can rise from 1% to 3%. The cumulative number of equity granted by a listed company in two complete accounting years is generally within 3% of the total share capital of the company, and special needs such as major strategic transformation of the company can be appropriately relaxed to within 5% of the total share capital. The upper limit of regulation is no longer set for the actual income of equity incentive objects. The reporter learned from relevant channels that at present, the state owned assets supervision and Administration Commission of the State Council is issuing equity incentive measures for listed companies of state-owned enterprises to solicit opinions from state-owned enterprises, which is also expected to be introduced in the near future. According to the relevant head of SASAC, the operation guideline also focuses on the financial and tax support policies and land disposal policies related to the reform of mixed ownership. Meanwhile, the laws and regulations and normative documents involved in the reform of mixed ownership are sorted out, and 49 currently effective and publicly issued laws and regulations involved are listed as attachments for the reference of enterprises in promoting the reform of mixed ownership. Source: responsible editor of Securities Times: Wang Xiaowu NF

The reporter noted that the document has made detailed provisions on equity incentive of listed companies controlled by central enterprises. Including: the equity incentive objects of the listed companies controlled by the central enterprises should focus on the core talents, and be comprehensively determined in combination with the high-quality development needs of enterprises, industry competition characteristics, key post responsibilities, performance evaluation and other factors. Generally, stock option, stock appreciation right and restricted stock are the ways of stock incentive, and other incentive ways permitted by laws and administrative regulations can also be explored. For small and medium-sized listed companies with market value and technological innovation listed companies, the number of equity granted by the first equity incentive plan accounts for the proportion of the total equity of the company, which can rise from 1% to 3%. The cumulative number of equity granted by a listed company in two complete accounting years is generally within 3% of the total share capital of the company, and special needs such as major strategic transformation of the company can be appropriately relaxed to within 5% of the total share capital. The upper limit of regulation is no longer set for the actual income of equity incentive objects.

The reporter learned from relevant channels that at present, the state owned assets supervision and Administration Commission of the State Council is issuing equity incentive measures for listed companies of state-owned enterprises to solicit opinions from state-owned enterprises, which is also expected to be introduced in the near future.

According to the relevant head of SASAC, the operation guideline also focuses on the financial and tax support policies and land disposal policies related to the reform of mixed ownership. Meanwhile, the laws and regulations and normative documents involved in the reform of mixed ownership are sorted out, and 49 currently effective and publicly issued laws and regulations involved are listed as attachments for the reference of enterprises in promoting the reform of mixed ownership.