Opinions of Chengdu Office of China Huarong, Great Wall, Dongfang and Cinda Asset Management Company on Standardizing Credit Order, Supporting Enterprise Reform and Preserving State-owned Assets 200 1 10 22.
In order to deepen the reform of economic and financial system, prevent and resolve financial risks, support state-owned enterprises to turn losses into profits, and establish a modern enterprise system, 1999 With the consent of the State Council, China Cinda, Huarong, Great Wall and Dongfang Asset Management Company (hereinafter referred to as the four asset management companies) were established according to the opinions of the People's Bank of China, the Ministry of Finance and the CSRC. The company's main task is to acquire, manage and dispose of the non-performing assets stripped by state-owned banks, and to maximize the recovery value of state-owned assets with maximizing asset preservation and reducing losses as its main business objectives. Since 1999, four asset management companies have set up offices in Chengdu, and according to the deployment of the State Council, they have fully received the bad debts of China Construction Bank, Industrial and Commercial Bank of China, Agricultural Bank of China, China Bank and China Development Bank in Sichuan and related jurisdictions. With the care and support of party committees and governments at all levels and the strong cooperation of relevant banks and enterprises, Chengdu offices of four asset management companies received 585.4 billion yuan of bank claims, including 439.9 billion yuan of loan principal and 654.38+045.5 billion yuan of interest, involving 30 enterprises in the province; Debt-to-equity swaps were implemented for 24 enterprises, involving 67.5 billion yuan. At present, four asset management companies have entered the stage of comprehensive asset management and disposal.
At present, in order to cooperate with the leap-forward development strategy of Sichuan Province and the process of extricating state-owned enterprises from difficulties, we are making full use of the policies endowed by the state and the functional means owned by the company, actively participating in enterprise restructuring and debt restructuring, fully supporting enterprises to deepen reform in combination with asset disposal, striving to realize the strategic adjustment and restructuring of the state-owned economy and state-owned enterprises, and promoting the sustained, rapid and healthy economic development of our province. However, in the process of asset disposal, we have encountered some problems that cannot be ignored, mainly because some localities and enterprises think that the non-performing loans of banks can not be repaid after being divested to asset management companies, and in the process of enterprise restructuring, bankruptcy, merger and reorganization, they do not act in accordance with the current national policies and laws and regulations, and do not properly handle the relationship between enterprise restructuring and the preservation of state-owned financial assets; Do not take the initiative to contact asset management companies, or even deliberately avoid asset management companies; The operation is not standardized enough, and the principle of "debt goes with capital, and equal assets bear equal debts" is not adhered to; Arbitrary evasion of suspended financial debts has greatly damaged the national interests, dampened the enthusiasm of asset management companies to support local reforms, and affected the development of local economy.
In order to standardize the economic and financial credit order, improve Sichuan's financial credit status in the country, create a good economic development and investment environment, attract more foreign investment, better support enterprises in our province to deepen reform, and promote economic restructuring and sustained and rapid economic development, we hereby put forward the following opinions:
First, regulate enterprise reorganization and bankruptcy.
(1) Where the creditor's rights of enterprises that need to be restructured and bankrupt in various places involve financial asset management companies, the opinions of financial asset management companies shall be sought for the enterprise restructuring and bankruptcy plan. Chengdu offices of financial asset management companies should participate in the whole process of reorganization and bankruptcy of their creditor enterprises.
(II) In the process of restructuring and changing the mode of operation, enterprises involved in the creditor's rights of asset management companies should obtain the creditors' consent in advance in accordance with the relevant provisions of the Company Law, the Commercial Bank Law and the General Principles of Loans, and the debts of financial asset management companies should be implemented in accordance with market rules and the principle that debts follow assets and equal assets bear equal debts.
(3) Where an enterprise is sold or merged as a whole, the debts shall be borne by the merged new enterprise or the surviving enterprise, which shall be specified in the sale or merger agreement; For a partially sold or separated enterprise, an agreement must be reached with the financial asset management company before the company is partially sold or separated; For leasing contracting enterprises, whether it is part or whole leasing contract, it is necessary to obtain the consent of the principal creditors in advance, and the financial and feasible sources of funds for repaying the principal creditors' debts are clearly defined in the leasing contract agreement. If an asset management company provides effective mortgage for enterprise restructuring and reorganization according to the requirements of national laws, the enterprise must cooperate.
(four) the overall shareholding system reform of enterprises, by the joint-stock company after the restructuring of the financial asset management company's debt; If part of the shareholding system is reformed, the enterprise must pay off its debts first, and the remaining net assets can be invested to set up a joint-stock company. The net assets of an enterprise with foreign investment shall not exceed 50% of its net assets.
(5) Enterprise bankruptcy must be implemented in accordance with the law, open and transparent, truly "close the door and leave", and fake bankruptcy is strictly prohibited. Enterprises that are not included in the state enterprise merger and bankruptcy project shall not enjoy the relevant policies and regulations on state enterprise merger and bankruptcy. In the process of enterprise bankruptcy liquidation, other expenses beyond the liquidation scope stipulated in the bankruptcy law shall not be charged to the bankrupt enterprise, and the effective mortgage right of the asset management company shall not be arbitrarily denied. The property of a bankrupt enterprise must be auctioned publicly according to law, and the consent of the creditors' meeting must be obtained. Bankruptcy property shall not be sold at a low price at will, and the expenses for asset evaluation, property realization and liquidation shall be reported to the asset management company for review.
(six) conscientiously implement the relevant laws and regulations of the state, and support the court to handle cases impartially and independently. On the basis of the Regulations on Financial Asset Management Companies promulgated by the State Council, this year, the Supreme People's Court issued the Provisions on Several Issues Concerning the Application of Laws in the Trial of Assets Cases Caused by the Acquisition, Management and Disposal of Non-performing Loans of State-owned Banks by Financial Asset Management Companies, aiming at the legal problems existing in the acquisition, management and disposal of assets of financial asset management companies, and providing legal support for financial asset management companies to correctly exercise their creditor's rights. Recently, in response to the bankruptcy trial of enterprises, the Supreme People's Court issued the Emergency Notice on Effectively Preventing Debtors from Evading Debts in the Trial of Enterprise Bankruptcy and Reorganization Cases (Law [2006] No.5438+0 105), which once again emphasized the protection of creditors' legitimate rights and interests. I hope that governments at all levels and relevant departments will study hard and support the courts in handling cases impartially and independently.
Two. Policy support for asset management companies to purchase and dispose of non-performing assets.
(1) Governments at all levels and relevant departments should conscientiously implement the Notice of State Taxation Administration of The People's Republic of China of the Ministry of Finance on the tax policies of four financial asset management companies, including China Cinda (Cai Shui [2001] No.654 38+00) and the Notice of the State Planning Commission of the Ministry of Finance on the exemption of some administrative fees for the acquisition and disposal of non-performing assets by financial asset management companies (Cai Cong [2006 54 38+).
(two) to give preferential policies and convenience to the asset management company when handling mortgage registration. Among the non-performing assets received by the asset management company, the original bank mortgaged them. According to the judicial interpretation of the Supreme People's Court, the asset management company has a natural mortgage right and does not need to apply for change registration; If the original bank fails to register the mortgage, the asset management company shall not require the asset management company to re-sign the mortgage contract with the mortgagor and forcibly evaluate it when handling the mortgage registration or change registration, except for the implementation of the relevant national preferential tax policies.
(three) to give asset management companies preferential policies and convenience for real estate registration and transfer. Asset management companies have obtained some physical assets through receiving and disposing. In order to reduce losses and risks, asset management companies should go through the formalities of change registration in time. When obtaining physical objects through court judgments and rulings, the original owners of physical assets are often unable to provide relevant information such as certificates of rights, so the asset management company cannot prepare all the required information when going through the formalities, and the registration authority needs to go through the transfer registration formalities according to the court judgments and rulings; When an asset management company obtains real estate by means of paying off debts with assets through consultation with enterprises, the relevant departments shall not collect taxes and fees, so as to reduce the burden on enterprises and reduce the difficulty of asset management company's disposal.