Opinions Of The State Council On Promoting Merger And Reorganization Of Enterprises

The people's governments of all provinces, autonomous regions and municipalities directly under the central government, ministries and commissions under the State Council, and institutions directly under the State Council:

In order to further implement the Scientific Outlook on Development and speed up the pformation of economic development mode and structural adjustment, and improve the quality and efficiency of development, the following opinions are put forward to speed up the adjustment and optimization of industrial structure and to promote the annexation and reorganization of enterprises.

In recent years, enterprises in various industries and industries have actively integrated through mergers and equity, asset acquisition and other forms. The pace of mergers and acquisitions has been speeded up, and the industrial structure has been continuously optimized, and significant results have been achieved.

However, the problems of repeated construction, low concentration of industries, weak capability of independent innovation and weak market competitiveness are still prominent in some industries.

Under the new situation of increasingly severe resource and environmental constraints, fierce competition among international industries, and significant rise in trade protectionism, we must effectively promote merger and reorganization of enterprises, deepen enterprise reform, promote industrial structure optimization and upgrading, accelerate pformation of development mode, improve quality and efficiency of development, enhance the ability to resist international market risks, and achieve sustainable development.

All regions and relevant departments should take the promotion of enterprise annexation and reorganization as an important task of implementing Scientific Outlook on Development and maintaining stable and rapid economic development. We should further unify our thinking, correctly handle the relationship between the local and the whole, and the current and long-term relations, and earnestly carry out the implementation of the work arrangements for promoting the merger and reorganization of enterprises.

(1) main objectives.

By promoting the merger and reorganization of enterprises, deepening the reform of the system and mechanism, we should improve the basic economic system with the public ownership as the main body and the diversified ownership economy developing together.

We should speed up the strategic readjustment of the layout and structure of the state-owned economy, improve the rational flow mechanism for the entry and withdrawal of state-owned capital, encourage and support private enterprises to participate in the reform, restructuring and reorganization of state-owned enterprises in the competitive field, and promote the development of non-public sectors of the economy and small and medium-sized enterprises.

Annexation and reorganization enterprises should pform their operation mechanism, improve their corporate governance structure, establish a modern enterprise system, strengthen and improve internal management, strengthen technological pformation, promote technological progress and independent innovation, eliminate backward production capacity, reduce excess capacity, promote energy conservation and emission reduction, and improve market competitiveness.

We should further implement the plan for the adjustment and revitalization of key industries and make stronger and bigger enterprises.

Focusing on industries such as automobiles, steel, cement, machinery manufacturing, electrolytic aluminum and rare earth industries, we will promote the implementation of strong alliances, cross regional mergers and acquisitions, overseas mergers and acquisitions and investment cooperation, enhance industrial concentration, promote large-scale and intensive operation, accelerate the development of backbone enterprises with independent intellectual property rights and well-known brands, and train a large number of internationally competitive large enterprise groups to promote industrial structure optimization and upgrading.

(two) basic

1., play the main role of enterprises.

We should fully respect the wishes of enterprises, fully mobilize the enthusiasm of enterprises, and guide and encourage enterprises to participate in mergers and acquisitions voluntarily and voluntarily by improving relevant industry planning and policies and measures.

2., adhere to market-oriented operation.

Following the rules of market economy, giving full play to the fundamental role of market mechanism and standardizing administrative behavior, enterprises should carry out merger and reorganization through equal consultation and compliance with laws and regulations, so as to prevent "matching".

3., promote effective competition in the market.

We should co-ordinate and coordinate, classify and guide, improve the concentration of industries, promote the coordinated development of large and medium-sized enterprises, and promote the fair competition and survival of the fittest among all kinds of ownership enterprises, and form a rational, competitive, standardized and orderly market structure.

4., maintain the harmony and stability between enterprises and society.

We must strictly implement relevant laws, regulations and rules and regulations, properly solve the problems of asset liability disposal and resettlement of employees in mergers and acquisitions, and safeguard the legitimate rights and interests of creditors, debtors and employees of enterprises and other stakeholders in accordance with the law, so as to promote the harmony and stability of enterprises and society.

Three, eliminate institutional obstacles to merger and reorganization of enterprises

(1) clean up restrictions on cross regional merger and reorganization.

In order to optimize the industrial layout, further break down market segmentation and regional blockade, we should conscientiously clean up and abolish various provisions that are not conducive to merger and reorganization of enterprises and obstruct fair competition, and in particular, we must resolutely cancel the regulations on the implementation of annexation and reorganization of local enterprises by enterprises in various regions.

(two) straighten out the distribution of interests among regions.

Without violating the relevant policies of the state, the regional fiscal and tax benefit sharing agreements can be signed according to the scale and profitability of the enterprises, and properly solve the problem of attribution of the industrial added value and other statistical data after the annexation and reorganization of the enterprises, so as to achieve the sharing of the results of the merger and reorganization of enterprises.

(three) relax the market access of private capital.

We should effectively open up industries and areas that are not prohibited by laws and regulations to private capital, and relax restrictions on equity ratio and other aspects.

We should accelerate the reform of monopoly industries, encourage private capital to enter the competitive business areas of monopoly industries through mergers and reorganization, and support private capital in the fields of infrastructure, public utilities, financial services and social undertakings.

Four, strengthen the guidance and policy support for merger and reorganization of enterprises.

(1) implementing preferential tax policies.

Study and improve fiscal and tax policies supporting mergers and acquisitions.

Tax concessions are included in the assets valuation increment, debt restructuring income, pfer of land and housing rights involved in the merger and reorganization of enterprises, specifically according to the provisions of the Ministry of Finance and the General Administration of Taxation on the issues concerning the handling of enterprise income tax on enterprise mergers and acquisitions (tax [2009] 59), and the notice on certain tax policies on restructuring and restructuring of enterprises (fiscal 2008 [175]).

(two) strengthening financial investment.

In the central state-owned capital operation budget, special funds should be set up to support the merger and reorganization of the central enterprises by means of technical reform, interest compensation and resettlement of workers.

Encourage local people's governments to encourage commercial banks to increase their credit support for mergers and acquisitions through financial discount, credit incentives and subsidies.

Where conditions permit, a special fund for merger and reorganization of enterprises can be established to support the merger and reorganization of enterprises in the region. Financial capital input should give priority to the merger and reorganization of enterprises determined by the adjustment and revitalization plan of key industries.

(three) increase financial support.

Commercial banks should actively and steadily carry out M & a loan business, expand the scale of loans, and rationally determine the term of loans.

Commercial banks are encouraged to carry out comprehensive credit for enterprises after merger and reorganization.

We should encourage securities companies, Asset Management Co, equity investment funds and industrial investment funds to participate in the merger and reorganization of enterprises, and provide direct investment, entrust loans, bridge loans and other financing support to enterprises.

We should actively explore the establishment of a new mode of mergers and acquisitions, such as mergers and acquisitions fund, improve the exit mechanism of equity investment, and attract social capital to participate in the merger and reorganization of enterprises.

Through mergers and acquisitions loans, domestic and foreign syndicated loans, loan interest discount and other means to support cross-border mergers and acquisitions.

(four) support enterprises' independent innovation and technological progress.

Support qualified enterprises to set up enterprise technology centers, improve R & D level and independent innovation capability, and speed up pformation of scientific and technological achievements into actual productive forces.

We will vigorously support the technological pformation and product mix adjustment of the annexed and restructured enterprises, prioritize the funds for technological pformation, and give priority to the technical pformation projects that meet the requirements of the state's industrial policies.

We should encourage and guide enterprises to eliminate backward production capacity through mergers and acquisitions, and effectively prevent blind expansion of production capacity and low-level redundant construction in the name of merger and reorganization.

(five) give full play to the role of capital market in promoting enterprise restructuring.

We will further promote the market-oriented reform of mergers and acquisitions in the capital market, improve the market pricing mechanism, improve relevant regulations and supporting policies, and support enterprises to make use of the capital market to carry out mergers and reorganization, and promote industrial integration and industrial upgrading.

Supporting eligible enterprises to finance mergers and acquisitions through issuing stocks, bonds and convertible bonds.

We should encourage listed companies to use equity, cash and other financial innovations as means of payment for mergers and acquisitions, broaden the financing channels for mergers and acquisitions, and improve the efficiency of mergers and acquisitions in capital markets.

(six) improve the relevant land management policies.

If the allocated land allocated for merger and reorganization is in conformity with the allocated land conditions, it may continue to be allocated in the form of allocation through the approval of the people's government at or above the county level. If it does not meet the conditions of allocated land use, it shall be paid for in accordance with the law, and the right to allocate land use rights may be lawfully used as the right of the owner of the land use right.

The original production and operation land allocated by the enterprise merger and reorganization project determined by the adjustment and revitalization plan of key industries can be disposed of by the state in the form of capital contribution (shares) through the approval of the land and Resources Department of the people's government at or above the provincial level.

(seven) properly solve the problem of creditor's rights and resettlement.

Merger and reorganization shall be properly classified and dealt with in accordance with relevant laws and regulations and policies, and the liquidation liability shall be implemented to ensure the legitimate interests of creditors and debtors.

Study the debt restructuring policies and measures, support Asset Management Co, venture capital companies, equity investment funds, and industrial investment funds and other institutions to participate in the debt disposal of the merged enterprises.

We should conscientiously implement relevant policies and regulations, and actively and steadily solve the problems of workers' labor relations, social insurance relations, arrears of wages for workers and so on.

We should formulate relevant policies and measures, and continue to support state-owned enterprises in the implementation of separation of main and subsidiary industries, restructuring of auxiliary industries and allocation of redundant personnel.

We should conscientiously implement the positive employment policy and promote the re employment of laid off and unemployed people, and the funds needed will be paid out from the special funds for employment.

(eight) deepen the reform of enterprise system and management.

It is necessary to encourage mergers and reorganization enterprises to carry out the reform of the company system and shareholding system, establish and improve the standardized corporate governance structure, pform the operation mechanism of enterprises, innovate management concepts, management mechanisms and management means, strengthen and improve production and operation management, promote independent innovation, and enhance the market competitiveness of enterprises.

(1) do well in information consulting service.

We should speed up the introduction and cultivation of specialized talents who are familiar with mergers and acquisitions business, especially pnational mergers and acquisitions, establish public service platforms to promote mergers and acquisitions activities at home and abroad, broaden the channels for information exchange between enterprises and mergers and acquisitions, and strengthen advisory services such as market information, strategic consultation, legal advisers, financial advisers, asset appraisal, property rights trading, financing intermediaries, independent auditing and enterprise management, so as to accelerate the development of specialization and standardization of merger and reorganization of intermediary services.

(two) strengthen risk monitoring.

We urge enterprises to strictly enforce the relevant laws and regulations and policies of mergers and acquisitions, standardize operation procedures, strengthen information disclosure, prevent moral risks, and ensure that mergers and acquisitions are standardized, open and pparent.

We should thoroughly study various contradictions and problems that may arise in the annexation and reorganization of enterprises, strengthen risk assessment, formulate appropriate corresponding plans and measures, and earnestly safeguard the harmony and stability of enterprises and society.

We should effectively guard against and crack down on insider trading and market manipulation, prevent hostile takeovers, prevent the burden of corporate mergers and acquisitions, evade taxes, evade debts and prevent the loss of state assets.

We should give full play to the advisory role of domestic banks, securities companies and other financial institutions in cross-border mergers and acquisitions, and guide and help enterprises formulate overseas mergers and acquisitions risk prevention and response programs, and protect the interests of enterprises.

(three) safeguarding fair competition and national security.

We should improve relevant management measures, strengthen and improve the management of major mergers and acquisitions pactions, and carry out centralized examination of enterprises according to law according to law.

We will further improve the regulations governing the management of foreign mergers and acquisitions, establish and improve the national security review system for foreign mergers and acquisitions of domestic enterprises, encourage and standardize foreign capital participation in the reorganization, pformation and merger and reorganization of domestic enterprises by means of equity participation and merger and acquisition, and safeguard national security.

Six, strengthen leadership over merger and reorganization of enterprises.

We should establish a sound organization and coordination mechanism and strengthen leadership over mergers and acquisitions.

Led by the Ministry of industry and information technology, the development and Reform Commission, the Ministry of finance, the Ministry of human resources and social security, the Ministry of land and resources, the Ministry of Commerce, the people's Bank of China, the State Administration of Taxation, the General Administration of Taxation, the General Administration of industry and commerce, the Banking Regulatory Commission and the Securities Regulatory Commission participated in the establishment of a coordination group for enterprise mergers and acquisitions, and coordinated and coordinated the work of enterprise mergers and acquisitions.

All regions should strive to create a good environment for cross regional, cross industry and cross ownership mergers and acquisitions, and guide and urge enterprises to do a good job in Annexation and reorganization.