Article 2 These Measures shall apply to the guarantee management of enterprises and institutions (hereinafter referred to as enterprises) directly funded by the Beijing Municipal People's Government and authorized by the State-owned Assets Supervision and Administration Commission of the Beijing Municipal People's Government (hereinafter referred to as SASAC).
Article 3 Enterprise guarantees are divided into internal guarantees and external guarantees. Internal guarantee refers to the mutual guarantee between an enterprise and its subsidiaries (wholly-owned and holding subsidiaries established inside and outside the enterprise) or subsidiaries. The internal guarantee of an enterprise shall conform to the enterprise guarantee management system and shall be decided by the enterprise independently. External guarantee refers to the guarantee between an enterprise and its shareholding enterprises and enterprises without property rights.
Unless otherwise stipulated in these Measures, the term "guarantee" as mentioned in these Measures refers to external guarantee.
Article 4 An enterprise guarantee shall follow the following principles:
(a) the principle of taking enterprises as the main body. Enterprise is the main body of guarantee behavior and the person directly responsible for guarantee decision-making; SASAC shall exercise the investor's responsibilities according to law, standardize and guide the enterprise's guarantee behavior, and prevent the loss of state-owned assets.
(two) the principle of strict procedures and prudent disposal. Before making a guarantee decision, an enterprise shall examine the conditions of the guarantee applicant in strict accordance with relevant procedures, analyze and demonstrate the guarantee items, conduct risk assessment, and put forward corresponding risk prevention measures.
(three) the principle of compliance and standardized operation according to law. Strictly implement relevant policies and regulations, improve the internal guarantee management system of enterprises, standardize the guarantee work procedures, and ensure that the guarantee behavior is legal, scientific and standardized.
Chapter II Job Responsibilities
Article 5 The Municipal State-owned Assets Supervision and Administration Commission shall perform the following management duties for enterprise guarantee:
(a) to guide and supervise enterprises to establish and improve the guarantee management system;
(2) Organizing the supervision and inspection of enterprise guarantee business;
(three) to guide enterprises to put forward measures to prevent guarantee risks;
(4) Other statutory duties.
Article 6 An enterprise shall perform the following guarantee duties:
(a) to formulate and implement the enterprise guarantee management system and its detailed rules for implementation;
(2) To decide on the guarantee behavior of the enterprise;
(three) to examine and approve the guarantee matters of the subsidiary enterprises;
(four) responsible for the supervision and inspection of the sub enterprise guarantee;
(five) responsible for the summary and analysis of the guarantee information of the subsidiary enterprises;
(6) Report the guarantee to SASAC in time;
(seven) to cooperate with SASAC to carry out safety inspection and accountability;
(8) Other statutory duties.
Chapter III Guarantee Conditions
Article 7 Enterprises shall not, in principle, provide guarantees for enterprises with abnormal operating conditions. Enterprises with abnormal operating conditions mainly refer to enterprises under any of the following circumstances:
(a) Continuous losses (except policy losses) or insolvency in the past three financial years;
(2) Having a bad record of defaulting on the principal and interest of bank loans;
(three) involving a major economic or economic case that has a substantial adverse impact on its solvency;
(four) has entered the reorganization, custody, merger or bankruptcy liquidation procedures;
(five) the guarantee with the enterprise has not been properly resolved, or the guarantee fee can not be paid in full and on time;
(6) Other circumstances identified by SASAC.
Article 8 A guarantee applicant shall meet the following conditions:
(a) according to the law by the administrative department for Industry and commerce (or other competent departments) approved the registration and go through the annual inspection procedures;
(two) independent accounting, self financing, with a sound management mechanism and financial system;
(3) Having the ability to pay off debts;
(4) It has no bad credit record such as evading and abolishing bank debts;
(5) There are no major economies;
(6) The asset-liability ratio in the latest 1 fiscal year is not higher than 70% in principle;
(7) Other conditions stipulated by SASAC.
Article 9 The financing project of a guarantee applicant shall meet the following conditions:
(a) in line with local development planning and related industrial policies;
(two) in line with the local economic layout and industrial structure adjustment requirements;
(3) Non-high-risk investment projects (including any form of entrusted financial management, investment in stocks, futures, options, etc.). ).
Chapter IV Counterguarantee
Article 10 When an enterprise provides a guarantee, it shall require the guarantee applicant to provide a counter-guarantee, except for the equal mutual insurance business between municipal enterprises.
Article 11 The forms of counter-guarantee mainly include guarantee, mortgage and pledge, and the enterprise shall determine the counter-guarantee method according to the degree of risk and the financial status and performance ability of the guarantee applicant.
Article 12 An enterprise may sign a guarantee contract with the creditor only after the guarantee applicant provides counter-guarantee. The signing and performance of counter-guarantee contracts and guarantee contracts shall comply with the provisions of relevant laws and regulations.
Thirteenth projects that use loans from international financial organizations and foreign government loans for counter-guarantee shall be handled in accordance with relevant state regulations.
Chapter V Guarantee Management
Article 14 The Municipal State-owned Assets Supervision and Administration Commission (SASAC) shall implement record management for the following guaranteed projects of enterprises:
(a) the guarantee of enterprises to enterprises without property rights:
1. The guarantee applicant is a non-state-owned sole proprietorship or holding enterprise;
2. The applicant for guarantee is an overseas enterprise;
3. Providing guarantee for the same guarantee applicant, and the accumulated guarantee amount exceeds 654.38 billion yuan (inclusive) or exceeds 20% of the net assets of the enterprise, which needs to be continued;
4. The total amount of the accumulated guarantee of the enterprise reaches more than 200 million yuan or more than 30% of the net assets of the enterprise, and it is necessary to continue the guarantee.
(2) The amount of guarantee provided by the enterprise to the shareholding enterprise exceeds or cumulatively exceeds the amount of capital contribution.
Article 15 For the guarantee projects that need to be filed, the enterprise shall file with SASAC within 10 working days after the decision of the board of directors (or relevant decision-making bodies). SASAC shall review the filing materials, and issue filing opinions within 10 working days after receiving the complete filing materials in principle.
Sixteenth in accordance with these measures should be reported to the municipal SASAC for the record of the guarantee project, unified by the enterprise formally submitted. The submitted materials shall include the following contents:
(1) An application for guarantee filing, which specifically explains the reasons for the enterprise's guarantee matters, the description of the main debts to be guaranteed, the types and duration of the guarantee, the main terms, time and amount of the guarantee agreement, etc. ;
(two) the board of directors of the enterprise (or the relevant decision-making body) deliberated and agreed to the written resolution of the guarantee;
(three) the project approval documents issued by the government and relevant departments;
(4) The basic information of the guarantee applicant, mainly including:
1. The audited financial report of the guarantee applicant in the previous year;
2. A description of the repayment plan and source of funds of the secured debt by the guarantee applicant;
3. The feasibility analysis report of the project financed by the guarantee applicant;
4. A copy of the business license and legal person code certificate of the guarantee applicant;
(5) Counter-guarantee scheme and relevant certificates that the counter-guarantee party has actual bearing capacity;
(6) Legal opinions;
(seven) other information related to the guarantee.
Seventeenth in any of the following circumstances, the enterprise shall go through the filing formalities again in accordance with the procedures stipulated in these Measures:
(a) the guarantee project has not been implemented within 6 months from the date of filing and needs to be postponed;
(two) during the guarantee period, it is necessary to modify the main terms of the guarantee contract, such as the amount, scope, responsibility and duration of the guarantee;
(three) after the expiration of the guarantee project, it needs to be postponed and the enterprise needs to continue to provide guarantee.
Article 18 Where an enterprise mortgages or pledges property rights, when the mortgaged or pledged property is discounted, auctioned or sold according to legal procedures, the mortgaged or pledged assets shall be appraised according to law.
Article 19 In the process of performing the guarantee responsibility of an enterprise, if the guarantee applicant enters the bankruptcy liquidation procedure, after the people's court accepts it, the enterprise, as a creditor, shall declare the creditor's rights in time according to law and exercise the right of recourse according to law.
Chapter VI Guarantee Supervision
Article 20 An enterprise shall formulate a guarantee management system in accordance with relevant national laws and regulations and these Measures, and report it to SASAC for the record. Enterprises should strengthen the investigation, tracking and monitoring of guaranteed projects, classify, file and analyze the guaranteed projects regularly, and report problems and take remedial measures in time according to the management level.
Article 21 Before the end of March each year, the enterprise shall report to the Municipal State-owned Assets Supervision and Administration Commission the external guarantee and internal guarantee of the enterprise in the previous year (including the guarantee applicant, guarantee items, guarantee amount, guarantee period, etc.). The Municipal SASAC shall conduct spot checks and regular supervision on the guarantee items of the enterprise as required.
Article 22 The members of the board of supervisors, the chief financial officer and the internal supervision department of the enterprise appointed by the Municipal State-owned Assets Supervision and Administration Commission shall, according to their respective supervisory duties, strengthen the supervision of the guarantee behavior of municipal state-owned enterprises in accordance with these Measures.
Twenty-third enterprises in violation of these measures to provide guarantees, resulting in the loss of state-owned assets, in accordance with the "SASAC enterprise asset loss accountability Interim Measures" and other relevant provisions, the main person in charge of the enterprise and other directly responsible personnel to deal with.
Chapter VII Supplementary Provisions
Article 24 Where laws and regulations provide otherwise for the guarantee of listed companies, such provisions shall prevail. The guarantee business operated by professional guarantee companies shall be implemented in accordance with the relevant provisions of the Guarantee Law of People's Republic of China (PRC).
Twenty-fifth laws, regulations and relevant documents of the Municipal State-owned Assets Supervision and Administration Commission have other provisions on the guarantee of wholly-owned or holding subsidiaries of enterprises, and those provisions shall prevail.
Twenty-sixth other documents promulgated by the SASAC, the provisions of the relevant safety provisions are inconsistent with these measures, these measures shall prevail.
Article 27 These Measures shall come into force as of the date of promulgation.
Two, the state holding enterprises can do enterprise loan guarantee?
State-owned holding enterprises can provide loan guarantees for enterprises. According to the relevant regulations of our country, state-owned holding enterprises can act as guarantors, but state-owned enterprises need to comply with the provisions of the company's articles of association to guarantee others or enterprises.
State-owned holding enterprises:
State-owned holding enterprises refer to enterprises whose national capital stock accounts for a large proportion of the total capital of enterprises. Including absolute holding enterprises and relative holding enterprises. State-owned absolute holding enterprises refer to state-owned enterprises whose state-owned capital ratio exceeds 50% (including 50%). A state-owned relative holding enterprise refers to an enterprise whose proportion of state-owned capital is less than 50%, but relatively higher than that of other economic components in the enterprise (relative holding), or an enterprise that is not greater than other economic components, but is actually controlled by the state according to the agreement (agreement control).
Enterprises jointly invested by three parties, two of which are state-owned enterprises, and the sum of state-owned capital exceeds 50%, should not calculate the state-owned capital according to the sum of the two enterprises, but according to the part actually controlled or controlled by the enterprise.
: the meaning difference between company and enterprise
A profit-making economic organization that combines the elements of things and things and independently engages in economic activities. This must be
1, the enterprise is an economic organization;
2. Enterprise is a combination of human elements and material elements;
3. Enterprises have operational autonomy.
4. The enterprise is profitable.
According to the real enterprise, there are many different divisions. For example:
1, by sole proprietorship, partnership and company;
2. According to the different legal attributes of enterprises, they can be divided into corporate enterprises and unincorporated enterprises;
3. According to different industries, enterprises are divided into construction enterprises, transportation enterprises, post and telecommunications enterprises, commercial enterprises and foreign trade enterprises.
2. According to relevant regulations, a company refers to a limited liability company and a joint-stock limited liability company, which has all the attributes of an enterprise.
Therefore, the relationship between companies and enterprises is a genus. All companies are enterprises, but all enterprises are not necessarily companies. A company is just an organizational form of an enterprise.
Three, the state holding enterprises can do enterprise loan guarantee?
Hello!
I thought the same thing.
According to the CPA's economic law book, the large-sum guarantee of a wholly state-owned enterprise is discussed and decided by the person in charge of the enterprise, the large-sum guarantee of a wholly state-owned company is discussed and decided by the board of directors, and the state-owned capital holding company and the state-owned capital shareholding company are decided by the board of directors or the shareholders' meeting according to the company's articles of association.
If there are restrictions, it should also be the restrictions of the company's articles of association.
In addition, in the shareholders' meeting or the board of directors, representatives from SASAC will exercise their voting rights.
We know too much.
I hope it will help you and I hope it will be adopted.
Four, state-owned enterprises shall not guarantee for private enterprises.
The legal representative of state-owned enterprises can provide guarantee for private enterprise loans. Special provisions on the qualification of guarantor: legal persons, other organizations or citizens who have the ability to pay off debts on their behalf may act as guarantors. However, if a legal person, other organization or natural person who does not have full compensation ability enters into a guarantee contract as a guarantor and requests to be exempted from the guarantee responsibility because he does not have compensation ability, the people will not support it; According to the relevant provisions of the Civil Code, individual industrial and commercial households and rural contracted households are a special form of citizens. Therefore, citizens as guarantors can also be individual industrial and commercial households and rural contracted households. 1. Guarantors include: 1. Wholly-owned enterprises and partnerships registered and licensed according to law, joint ventures registered and licensed according to law, Chinese-foreign contractual joint ventures registered and licensed according to law, social organizations approved by civil affairs departments, township, street and village-run enterprises registered and licensed according to law; If a branch of an enterprise as a legal person provides a guarantee without the written authorization of the legal person, the guarantee contract is invalid. 2. If the functional department of an enterprise as a legal person provides a guarantee, the guarantee contract is invalid; Institutions and social organizations aiming at public welfare shall not act as guarantors. 3. As guarantors with institutions and social organizations engaged in business activities, if there are no other circumstances that lead to the invalidity of the guarantee contract, the guarantee contract signed by them shall be deemed valid; In the process of accepting loans from foreign governments or international economic organizations, with the approval of the State Council, state organs can act as guarantors. 4. You are not allowed to be a guarantor under other circumstances. Legal basis: Article 16 of the Company Law stipulates that if a company invests in other enterprises or provides guarantees for others, it shall be decided by the board of directors or the shareholders' meeting in accordance with the articles of association; Where the articles of association stipulate limits on the total amount of investment or guarantee and the amount of individual investment or guarantee, it shall not exceed the prescribed limits. Article 66 The articles of association of a wholly state-owned company shall be formulated by the state-owned assets supervision and administration institution or the board of directors and submitted to the state-owned assets supervision and administration institution for approval.