1. Formulation of restructuring plans
(1) The restructuring of state-owned enterprises takes various forms such as reorganization, combination, merger, leasing, contract operation, joint venture, transfer of state-owned property rights and shareholding system, etc. , including the transfer of state-owned equity in state-owned holding or participating enterprises or increasing the proportion of non-state-owned shares through capital increase and share expansion, etc., a restructuring plan must be formulated.
(2) The restructuring plan of a state-owned enterprise can be formulated by the state-owned property rights holding unit or the competent department of the reformed enterprise, or it can be entrusted by the reformed enterprise or an intermediary agency to formulate it, but the state-owned property rights are transferred to the business managers of the enterprise. The restructured enterprise shall not be entrusted with formulating the plan.
(3) The state-owned enterprise restructuring plan should include the following main contents: enterprise profile and assets and financial status in the past three years, basic principles, goals and procedures of restructuring, asset disposal and employee resettlement plan, enterprise profile after restructuring Equity setting plan and enterprise development plan, etc.
(4) The restructuring plan of a state-owned enterprise shall be reviewed by the workers’ congress or workers’ conference and reviewed by the competent department of the enterprise, and then submitted for approval in accordance with the provisions of Zhejiang State-owned Assets Enterprise Reform [2004] No. 10 Document. The restructuring plan shall not be implemented without approval.
(5) If the restructuring of state-owned enterprises involves related approval matters such as finance, taxation, labor security, land and resources, government and social welfare management, etc., it should be reported to the relevant municipal departments for review first, and then reported to the city for approval. Deepen coordination and approval.
2. Asset Inventory and Assessment
(1) The restructuring of state-owned enterprises must carry out asset verification and assessment of the enterprise. In accordance with the principle of "whoever invests, who owns, who benefits", State-owned property rights shall be carefully verified and defined, and concealment of state-owned assets shall be strictly prohibited. The legal representative and financial person in charge of the enterprise shall issue a letter of commitment to the completeness, authenticity and accuracy of the scope, assets and financial accounting statements submitted, and shall be responsible for the results. If the previous asset liquidation and capital verification is within the validity period, with the consent of the Municipal State-owned Assets Supervision and Administration Commission, the assets and capital verification may no longer be carried out. Any enterprise that is restructured into a non-state-owned enterprise must conduct an economic responsibility audit on the legal representative of the enterprise in accordance with relevant national regulations.
(2) The non-performing assets cleared out during the restructuring of state-owned enterprises shall be reported to the competent enterprise department in accordance with the prescribed procedures and requirements after economic verification by an intermediary agency. The preliminary review opinion of the enterprise supervisory department shall be submitted to the Municipal State-owned Assets Supervision and Administration Commission for approval. . According to the approval authority, any application for write-off of non-performing assets within 2 million yuan (including 2 million yuan) shall be approved by the Municipal State-owned Assets Supervision and Administration Commission. For projects above 2 million yuan, the project shall be reviewed by the Municipal State-owned Assets Supervision and Administration Commission and submitted to the municipal government for approval. After the write-off is approved, the enterprise needs to establish a management system for "account write-off cases and deposits", and certain rewards can be given to the amounts recovered from the "account write-off cases and deposits".
(3) For the restructuring of state-owned enterprises, on the basis of asset verification and economic responsibility audit, intermediaries must be hired in accordance with the "Interim Measures for the Assessment and Management of State-owned Assets of Enterprises" (Order No. 12 of the State-owned Assets Supervision and Administration Commission of the State Council) and land use rights assessment. The company's patent rights, non-patented technologies, trademark rights, goodwill and other intangible assets must be included in the scope of assessment. Economic responsibility audits and asset valuations may not be entrusted to the same intermediary agency. Before the issuance of a formal report, the results of the enterprise's economic responsibility audit and asset assessment must be publicized within the restructured enterprise by its state-owned property rights holding unit or the competent department, and the publicity time shall not be less than 7 working days. After the asset appraisal results are initially reviewed by the competent authorities, they are reported to the Municipal State-owned Assets Supervision and Administration Commission for approval or filing. If it involves the disposal of state-owned land assets, the evaluation results should be reported to the Municipal Land and Resources Bureau for confirmation. Major assessment projects are reviewed by experts organized by the Municipal State-owned Assets Supervision and Administration Commission.
(4) For the restructuring of state-owned enterprises, the Municipal State-owned Assets Supervision and Administration Commission will select and appoint intermediaries to carry out asset and capital verification, economic responsibility audits and asset assessments for the restructured enterprises.
(5) Enterprise restructuring involving asset divestiture shall be implemented in accordance with relevant regulations.
3. Transfer of state-owned property rights
(1) The transfer of state-owned property rights of restructured enterprises must be in accordance with the "Interim Measures for the Administration of Transfer of State-owned Property Rights of Enterprises" (Order No. 3 of the State-owned Assets Supervision and Administration Commission of the State Council and the Ministry of Finance), It is carried out in a property rights trading institution with state-owned property rights trading qualifications, and the information is disclosed and the transfer is conducted through bidding. The transfer method can be auction, bidding, and other methods stipulated by national laws and regulations. When the transaction price is lower than 90% of the appraisal result, the transaction should be suspended and can only be continued after obtaining the consent of the relevant property rights transfer approval agency. If there is only one transferee after public solicitation or if it is reviewed by the Municipal State-owned Assets Supervision and Administration Commission and submitted to the Municipal People's Government for approval, the transfer by agreement can be adopted.
If the transfer is carried out by agreement, the basic information of the transferee, the determination of the transaction price, the proportion of the transferred equity, etc. shall be publicized.
(2) The transfer of state-owned property rights to the management of the enterprise must be in accordance with the "Notice of the State-owned Assets Supervision and Administration Commission of the State Council and the Ministry of Finance on the Issuance of Interim Provisions on the Transfer of State-owned Property Rights of Enterprises to the Management" (State-owned Property Rights [2005] No. 78 ) to implement the approval procedures. The main contents of the plan for transferring state-owned property rights to the business managers include transfer intention, participants, subscription shares, participation forms, etc. Business managers are not allowed to participate in major matters such as decision-making, financial audits, resignation audits, asset liquidation and capital verification, asset evaluation, and determination of reserve prices for the transfer of state-owned property rights. Self-selling and self-purchasing of state-owned property rights are strictly prohibited. Business managers who are responsible for the decline in business performance of an enterprise shall not participate in the acquisition of state-owned property rights of the enterprise.
(3) In principle, the price for the transfer of state-owned property rights should be paid in one lump sum. If there are indeed difficulties, it can be paid in installments after negotiation between the transferor and the transferee, and after review by the competent department and approval by the Municipal State-owned Assets Supervision and Administration Commission. payment, but not more than one year, and the down payment shall not be less than 30% of the transfer price. The remaining price shall be legally guaranteed by the transferee, and interest during the deferred payment period shall be paid to the transferor at the bank loan interest rate for the same period. Any transfer of state-owned property rights shall not be subject to a certain percentage of preferential treatment.
(4) If a state-owned enterprise adopts the method of property rights transfer for restructuring, involving employee pensions, medical expenses, economic compensation or living allowances, etc., after approval according to regulations, and with the approval of the Municipal State-owned Assets Supervision and Administration Commission, the income from the property rights transfer Pay in a dedicated account.
IV. Protection of the legitimate rights and interests of employees
(1) The enterprise restructuring plan must be submitted to the enterprise's employee representative conference or workers' conference for review, and the opinions of employees must be fully listened to. The employee resettlement plan must be reviewed and approved by the enterprise's employee representative conference or workers' conference before it can be implemented. Restructured enterprises shall straighten out employee labor relations, social security and retiree payment, etc., and implement them in accordance with relevant policies.
(2) The economic compensation and subsidies extracted from the restructuring of state-owned enterprises to straighten out the labor relations of employees should be paid in one lump sum in the form of cash or an employee security fund should be established in the form of assets.
(3) The legal representative of the enterprise shall be responsible for the safety of the economic compensation withdrawn in accordance with the regulations by the original enterprise after the restructuring, establish a guarantee mechanism, and accept the supervision of the municipal labor and social security, trade union and other departments , to ensure that the legitimate rights and interests of employees are not harmed.
5. Strengthen organizational leadership
(1) The restructuring of state-owned enterprises is a systematic project. It is necessary to correctly handle the relationship between the reform, development and stability of state-owned enterprises, from accelerating scientific development and building Starting from the overall situation of harmonious society and maintaining stability, we will strengthen organizational leadership, implement work responsibilities, form synergy, and strive to promote the reform of state-owned enterprises while maintaining stability, and promote stability and development during reform. It is necessary to establish a competition mechanism, actively encourage and guide social capital, private capital and other types of ownership economies to participate in the restructuring of state-owned enterprises, form equity diversification, and promote enterprise system innovation and mechanism transformation. It is necessary to actively introduce external strategic investors, introduce advanced management, technology and talents, and enhance the core competitiveness of enterprises.
(2) All relevant departments should strengthen contact and close cooperation to improve and perfect the supervision and inspection system for the restructuring of state-owned enterprises. It is necessary to strengthen the guidance and supervision of the restructuring of state-owned enterprises, establish an important matter notification system and a major case reporting system, and promptly discover and seriously investigate and deal with disciplinary and illegal cases in the restructuring of state-owned enterprises