I. Guiding ideology and basic principles
(1) Guiding ideology: Guided by Deng Xiaoping Theory and Theory of Three Represents, we will thoroughly implement the Scientific Outlook on Development, deepen the shareholding system reform of state-owned enterprises, improve the corporate governance structure, promote the rational flow of state-owned capital, standardize the restructuring of state-owned enterprises and the investment behavior of enterprise employees, prevent the loss of state-owned assets, safeguard the legitimate rights and interests of enterprises and employees, and realize the sound and rapid development of state-owned enterprises.
(2) Basic principles: First, treat them differently and guide them by classification. Further standardize the behavior of enterprise management in stock ownership and investment, and properly solve the problems existing in employee stock ownership and investment. The second is to standardize operations and strengthen management. The introduction of employee stock ownership should be open, transparent, fair and just, and strictly implement the state regulations on enterprise restructuring and property rights transfer; Strengthen the internal management of enterprises to prevent the interests of state-owned enterprises from being transferred to enterprises with employees holding shares and investing through improper behavior. The third is to safeguard the legitimate rights and interests of enterprise employees and enhance the vitality of enterprises. Employee stock ownership should be conducive to deepening the reform of personnel, labor and distribution system within the enterprise and effectively transforming the operating mechanism; Implement the democratic rights of employees to participate in the restructuring, and respect and safeguard the legitimate rights and interests of employee shareholders.
Two, standardize the behavior of employee stock ownership in the restructuring of state-owned enterprises
(3) Actively promote the shareholding system reform of various enterprises. To liberalize and enliven state-owned small and medium-sized enterprises, encourage employees to voluntarily invest in shares, and formulate restructuring plans, we should proceed from the reality of enterprises and comprehensively consider factors such as employee placement, mechanism transformation, and capital introduction. Large and medium-sized state-owned enterprises implement the separation of main and auxiliary enterprises, and encourage employees of auxiliary enterprises to hold shares in the restructured enterprises, but they are not allowed to hold shares in auxiliary enterprises. In the restructuring of large state-owned enterprises, the key points are to introduce advanced technology and management, meet the needs of enterprise development funds, improve the corporate governance structure, improve the competitiveness of enterprises, select the best investors, and employee stock ownership should not be in a controlling position. In the restructuring of large state-owned scientific research, design and high-tech enterprises, according to the relevant regulations, the backbone of science and technology management who has made outstanding contributions to the development of enterprises or has a direct effect on the long-term development of enterprises can explore various ways to obtain the equity of enterprises after approval, and those who meet the conditions can also get the profit reward of enterprises, which will be converted into equity when the enterprises are restructured; However, the reorganization of its subsidiaries (wholly-owned and holding subsidiaries, the same below) shall meet the requirements of the reorganization and listing of the group company.
(4) Strictly control the scope of enterprises in which employees hold shares. The principle of employee stock ownership is limited to holding the equity of the enterprise. The restructuring of state-owned enterprise group companies and their subsidiaries at all levels, with the approval of state-owned assets supervision institutions or group companies, employees can invest in the restructuring of their own enterprises, and when necessary, they can also hold the equity of the enterprises at the next higher level, but they may not directly or indirectly hold the equity of subsidiaries at all levels, shareholding enterprises and other enterprises funded by group companies. Scientific and technical personnel of scientific research, design and high-tech enterprises who really need to hold the equity of subsidiaries due to special circumstances must be approved by the state-owned assets supervision and administration institution at the same level, and shall not be the representatives of state-owned shareholders of subsidiaries.
The middle-level and above managers of state-owned enterprises who hold the above-mentioned shares that they are not allowed to hold shall transfer their shares or resign within 1 year after the issuance of this opinion. Before the completion of the equity transfer or resignation, it is not allowed to increase investment in its shareholding enterprises. If other employees who hold the above-mentioned shares of the enterprise that they are not allowed to hold are promoted to middle-level managers or above, they must transfer their shares within 6 months after promotion. Where laws and administrative regulations provide otherwise, such provisions shall prevail.
(5) Standardizing the forms of employee stock ownership according to law. In the restructuring of state-owned enterprises, joint-stock companies can be established to introduce employee stock ownership in accordance with the Company Law of People's Republic of China (PRC) and other relevant laws and regulations, and other standardized employee stock ownership forms can also be explored. Employees shall follow the principles of voluntariness, fairness, honesty and trustworthiness, and bear their own risks, and enjoy the rights and interests of investors according to law. State-owned enterprises shall not organize investment activities of all kinds of employees in the name of enterprises.
(six) clear requirements for the transfer of shares of employees. Where an enterprise is restructured into a state-owned holding enterprise, the unit that approves the enterprise restructuring shall, in accordance with the provisions of relevant laws and administrative regulations, clarify the management and circulation of employee stock ownership, and make provisions in the articles of association of the restructured enterprise.
(7) Standardizing the sources of capital for shareholding. State-owned enterprises shall not provide loans or prepayments for employees to invest and hold shares, and shall not provide guarantees, mortgages, pledges, discounts, etc. Employee financing with state-owned property rights or assets as the target; Other enterprises that have business dealings with this enterprise shall not be required to provide loans or help financing for employees' investment. It is necessary to standardize the phenomenon in history that collective equity is formed in the name of all employees by using the balance of work efficiency and the wage content of 100 yuan output value.
Three, standardize the behavior of employees of state-owned enterprises to invest in affiliated enterprises
(eight) affiliated enterprises refer to enterprises that have subordinate relations or business relations with state-owned enterprises and have no state-owned shares. Strictly restrict employees' investment in affiliated enterprises; Employees are prohibited from investing in enterprises that provide fuel, raw materials, auxiliary materials, equipment and accessories, design, construction, maintenance, product sales, intermediary services or have other business contacts with enterprises; Employees are prohibited from investing in enterprises engaged in similar business with this enterprise.
The middle-level and above managers of state-owned enterprises who invest in the above-mentioned enterprises that are not allowed to invest shall transfer their shares or resign within 1 year after the issuance of this opinion. Before the equity transfer is completed or the company resigns, it is not allowed to increase investment in its investment enterprises. If other employees who are not allowed to invest in the above-mentioned enterprises are promoted to middle-level or above managers, they must transfer their shares within 6 months after their promotion.
Four, standardize the relationship between state-owned enterprises and employee stock ownership and investment enterprises.
(9) If a state-owned enterprise needs to introduce employee stock ownership by divesting part of its business and establishing a new company through asset reorganization, the new company shall not engage in the same business as the state-owned enterprise; The income or profit of related party transactions obtained by the new company from state-owned enterprises shall not exceed one third of the total operating income or profit of the new company. Companies established through the reorganization of main and auxiliary industries shall be implemented in accordance with relevant state regulations.
(ten) to strengthen the internal management of state-owned enterprises. State-owned enterprises shall, in strict accordance with the provisions of relevant laws and administrative regulations, select the best business units through bidding, and shall not purchase or accept the products or services of enterprises funded by employees, and the prices of products and services shall be fair. When state-owned enterprises provide capital, equipment, technology and other assets and services, sales channels, customer resources, etc. For employee-invested enterprises, the paid use fee or lease fee shall be determined with reference to the asset appraisal price or fair price, and shall not be provided free of charge. Business opportunities belonging to the enterprise shall not be provided to enterprises invested by employees.
State-owned enterprises should disclose the types, pricing, quantity and total funds of related transactions with employee-invested enterprises in their annual financial reports.
(eleven) managers at or above the middle level of state-owned enterprises shall not work part-time in non-state-owned enterprises invested by employees or other non-state-owned investors; Those who have worked part-time will resign from their part-time positions within 6 months after this opinion is issued.
Five, strengthen the management and supervision of employee stock ownership and investment in state-owned enterprises.
(twelve) strictly implement the examination and approval system of enterprise restructuring. The introduction of employee stock ownership in the restructuring of state-owned enterprises must fulfill the examination and approval procedures and strictly implement the relevant state regulations. The enterprise restructuring approved by the group company to introduce employee stock ownership shall be reported to the state-owned assets supervision institution at the same level for the record by the group company after the restructuring is completed.
(13) State-owned enterprises are responsible subjects for regulating employee stock ownership and investment. We should conscientiously implement the requirements of this opinion, strengthen leadership, seriously organize, standardize enterprise restructuring, strengthen internal management, and do a good job in ideological work for employees. State-owned assets supervision institutions at all levels should strengthen supervision and management, supervise and inspect the implementation of this opinion, and immediately stop and correct those who violate the requirements of this opinion, and hold the relevant responsible persons accountable in accordance with relevant regulations.
State-owned Assets Supervision and Administration Commission of the State Council (SASAC)