>>>welcome visitor, haven't logged in. Login
Subscribe Now Contact us  
Font Size:  A A A Search “Fabao” Window English 中文 = 简体  繁体
  Favorite   DownLoad   Print
 
Notice of the General Office of the State Council on Forwarding the Implementation Opinions of the State-owned Assets Supervision and Administration Commission about Further Standardization of the Work Relating to the Reconstructing of State-owned Enterprises [Effective]
国务院办公厅转发国资委关于进一步规范国有企业改制工作实施意见的通知 [现行有效]
【法宝引证码】

 
Notice of the General Office of the State Council on Forwarding the Implementation Opinions of the State-owned Assets Supervision and Administration Commission about Further Standardization of the Work Relating to the Reconstructing of State-owned Enterprises 

国务院办公厅转发国资委关于进一步规范国有企业改制工作实施意见的通知


(No. 60 [2005] of the General Office of the State Council)
 
(国办发[2005]60号)


The people's governments of all the provinces, autonomous regions and municipalities directly under the Central Government, all the ministries and commissions of the State Council and all the institutions directly under the State Council:
 
各省、自治区、直辖市人民政府,国务院各部委、各直属机构:

The Implementation Opinions of the State-owned Assets Supervision and Administration Commission about Further Standardization of the Work Relating to the Reconstructing of State-owned Enterprises have been approved by the State Council and are hereby forwarded to you, please seriously implement them.
 
国资委《关于进一步规范国有企业改制工作的实施意见》已经国务院同意,现转发给你们,请认真贯彻执行。

December 19, 2005
 
二00五年十二月十九日

Implementation Opinions about Further Standardization of the Work Relating to the Reconstructing of State-owned Enterprises
 

关于进一步规范国有企业改制工作的实施意见


Since the Notice of the General Office of the State Council on Forwarding the Opinions of the State-owned Assets Supervision and Administration Commission about Standardization of the Work Relating to the Reconstructing of State-owned Enterprises (No. 96 [2003] of the General Office of the State Council) has been printed and distributed, all the regions and all the relevant departments have strengthened their leadership, seriously implemented it and made a significant progress relating to the standardization of the reconstructing of state-owned enterprises, however, there are still some problems in the actual work, such as the reconstructing scheme is not so perfect, the examination and approval is not so rigid, the asset and capital verification, financial audit, asset appraisal and property transfer are not standardized enough, and the rights and interests of employees are not maintained with sufficient emphasis. In order to ensure the healthy development of the work relating to the reconstructing of state-owned enterprises, prevent the losses of state-owned assets and maintain the lawful rights and interests of employees, the following opinions about further standardization of the work relating to the reconstructing of state-owned enterprises are hereby put forward:
 
国务院办公厅转发国务院国有资产监督管理委员会关于规范国有企业改制工作意见的通知》(国办发〔2003〕96号)印发以来,各地区、各有关部门加强组织领导,认真贯彻落实,规范国有企业改制工作取得了重大进展。但在实际工作中还存在改制方案不完善、审批不严格,清产核资、财务审计、资产评估和产权转让不规范,对维护职工合法权益重视不够等问题。为确保国有企业改制工作健康发展,防止国有资产流失,维护职工合法权益,现就进一步规范国有企业改制工作提出以下意见:

 
I.Strictly Formulating and Examining and Approving the Enterprise Restructuring Schemes   一、严格制订和审批企业改制方案

 
i.Strictly formulating the enterprise restructuring schemes. A restructuring scheme shall mainly describe the purposes and necessity of the restructuring; the set-up of assets, businesses and equities as well as the product development and technical reconstruction after restructuring; the specific restructuring form, the corporate governance structure formed upon restructuring; the conditions on fulfillment of creditor's rights and liabilities of the enterprise; the employees relocation scheme; the operational procedures for the restructuring, and the selection of financial audit, asset appraisal and other intermediary institutions and the property right transaction market, etc. (一)认真制订企业改制方案。改制方案的主要内容应包括:改制的目的及必要性,改制后企业的资产、业务、股权设置和产品开发、技术改造等;改制的具体形式;改制后形成的法人治理结构;企业的债权、债务落实情况;职工安置方案;改制的操作程序,财务审计、资产评估等中介机构和产权交易市场的选择等。

 
ii. A restructuring scheme shall specify the preservation of financial credits and the fulfillment of financial liabilities, and be subject to the approval of the financial-institution creditors. The entities for examining and approving the restructuring schemes (including the people's governments at all levels, the state-owned assets supervision and administration organs at all levels, the contributing enterprises, and the departments that have the power to examine and approve the restructuring schemes at all levels other than the state-owned assets supervision and administration organs and the entities they entrust, similarly hereinafter) shall carefully examine the restructuring schemes and prevent enterprises from escaping financial liabilities by making use of the restructuring, and shall not approve those restructuring schemes in which the financial credits are not preserved or the financial liabilities are not fulfilled. (二)改制方案必须明确保全金融债权,依法落实金融债务,并征得金融机构债权人的同意。审批改制方案的单位(包括各级人民政府、各级国有资产监督管理机构及其所出资企业、各级国有资产监督管理机构以外有权审批改制方案的部门及其授权单位,下同)应认真审查,严格防止企业利用改制逃废金融债务,对未依法保全金融债权、落实金融债务的改制方案不予批准。

 
iii. The transfer of state-owned property right of the enterprise involved in an enterprise restructuring shall be conducted according to the relevant laws and regulations of the state, the Interim Measures for the Administration of the Transfer of the State-owned Property Right of Enterprises (Order No. 3 of the SASAC and the Ministry of Finance), the Notice on Printing and Distributing the Interim Measures for the Administration of the Transfer of the State-owned Property Right of Enterprises to the Management Team (No. 78 [2005] of the SASAC) and the relevant supporting documents. An enterprise that plans to carry out the restructuring by capital increase and equity expansion shall publicize the relevant conditions for the restructuring and investors and select the investors through the property right transaction market, media or networks; where it is under any specific circumstance, the enterprise may select investors by providing the information to several qualified potential investors upon approval of the state-owned assets supervision and administration organ. The enterprise restructuring involving the stock listing shall be conducted according to the Securities Law of the People's Republic of China and the relevant laws and regulations. (三)企业改制中涉及企业国有产权转让的,应严格按照国家有关法律法规以及《企业国有产权转让管理暂行办法》(国资委、财政部令第3号)、《关于印发〈企业国有产权向管理层转让暂行规定〉的通知》(国资发产权〔2005〕78号)及相关配套文件的规定执行。拟通过增资扩股实施改制的企业,应当通过产权交易市场、媒体或网络等公开企业改制有关情况、投资者条件等信息,择优选择投资者;情况特殊的,经国有资产监督管理机构批准,可通过向多个具备相关资质条件的潜在投资者提供信息等方式,选定投资者。企业改制涉及公开上市发行股票的,按照《中华人民共和国证券法》等有关法律法规执行。

 
iv. A letter of legal opinions concerning the restructuring scheme shall be issued for the enterprise restructuring. The letter of legal opinions shall be issued by the legal counselor of the entity that examines and approves the restructuring scheme or the law firm it decides to hire, and if an enterprise plans to be restructured into a state-holding enterprise whose equities are not held by its employees (including the managerial staff), the letter of legal opinions can be issued by the legal counselor of the enterprise upon authorization of the entity that examines and approves the restructuring scheme. (四)企业改制必须对改制方案出具法律意见书。法律意见书由审批改制方案的单位的法律顾问或该单位决定聘请的律师事务所出具,拟改制为国有控股企业且职工(包括管理层)不持有本企业股权的,可由审批改制方案的单位授权该企业法律顾问出具。

 
v. The restructuring scheme for a state-owned enterprise shall be subject to the procedure of decision or approval according to the Interim Measures for the Supervision and Administration of State-Owned Assets of the Enterprises (Order No. 378 of the State Council) and the relevant provisions as formulated by the SASAC, otherwise it shall not be implemented. The restructuring of a state-owned enterprise involving the matters of finance or labor security shall be subject to the examination and approval of the relevant department under the people's government at the same level and then be reported to the state-owned assets supervision and administration organ for coordination and examination and approval. The restructuring of a state-owned enterprise involving the social public regulation items subject to the examination and approval shall be reported to the relevant governmental department for examination and approval according to the relevant laws and regulations of the state. If an enterprise contributed by the state-owned assets supervision and administration organ is to be restructured into a non-state-owned enterprise (which is not held or participated by the state), the restructuring scheme shall be submitted to the people's government at the same level for approval. (五)国有企业改制方案需按照《企业国有资产监督管理暂行条例》(国务院令第378号)和国务院国有资产监督管理委员会的有关规定履行决定或批准程序,否则不得实施改制。国有企业改制涉及财政、劳动保障等事项的,须预先报经同级人民政府有关部门审核,批准后报国有资产监督管理机构协调审批;涉及政府社会公共管理审批事项的,依照国家有关法律法规,报经政府有关部门审批;国有资产监督管理机构所出资企业改制为非国有企业(国有股不控股及不参股的企业),改制方案须报同级人民政府批准。

 
vi. An entity that examines and approves the restructuring schemes shall establish the relevant examination and approval systems on the procedures, limit of power and liabilities according to the principle of unifying the rights, obligations and liabilities. (六)审批改制方案的单位必须按照权利、义务、责任相统一的原则,建立有关审批的程序、权限、责任等制度。

 
vii. An entity that examines and approves a restructuring scheme shall establish an archival management system for the examination and approval of the restructuring scheme, asset and capital verification, financial audit, capital appraisal, on-market transaction, pricing, capital transfer, fulfillment of liabilities, employees relocation scheme and other important materials, and the entity holding the state-owned property rights of the restructuring enterprise shall properly keep the relevant materials. (七)审批改制方案的单位必须就改制方案的审批及清产核资、财务审计、资产评估、进场交易、定价、转让价款、落实债权、职工安置方案等重要资料建立档案管理制度,改制企业的国有产权持有单位要妥善保管相关资料。

 
II. Doing a Good Job in the Work Relating to Asset and Capital Verification   二、认真做好清产核资工作

 
i.The asset and capital verification for an enterprise restructuring shall be conducted according to the relevant provisions. The enterprise shall practically carry out the overall liquidation as well as check and verification, take stock of physical objects, verify the accounts, check the liabilities and owners' rights and interests, do a good job in the work relating to the check of various accounts receivable and payable, various investments and non-ledger assets, do a good job in the work relating to the liquidation of the relevant mortgages and guarantees, and adjust the relevant accounts according to the provisions of the state. (一)企业改制要按照有关规定进行清产核资。要切实对企业资产进行全面清理、核对和查实,盘点实物、核实账目,核查负债和所有者权益,做好各类应收及预付账款、各项对外投资、账外资产的清查,做好有关抵押、担保等事项的清理工作,按照国家规定调整有关账务。

 
ii.The asset and capital verification results shall be effective within two years from the benchmark date of asset and capital verification after being examined and verified by the entity holding state-owned property rights and being confirmed by the state-owned assets supervision and administration organ, and the enterprise need not carry out the asset and capital verification again for the restructuring within the aforesaid valid term. (二)清产核资结果经国有产权持有单位审核认定,并经国有资产监督管理机构确认后,自清产核资基准日起2年内有效,在有效期内企业实施改制不再另行组织清产核资。

 
iii.In case the enterprise restructuring only concerns a small quantity of investments of non-state-owned investors and the enterprise has carried out the accounting verification and calculation according to the relevant provisions of the state, the asset and capital verification may not be conducted upon approval of the state-owned assets supervision and administration organ at the same level. (三)企业实施改制仅涉及引入非国有投资者少量投资,且企业已按照国家有关规定规范进行会计核算的,经本级国有资产监督管理机构批准,可不进行清产核资。

 
III. Strengthening the Financial Audit and Asset Appraisal of the Restructuring Enterprise   三、加强对改制企业的财务审计和资产评估

 
i.An enterprise that carries out the restructuring shall be subject to the financial audit and asset appraisal conducted by the intermediary institutions as determined by the entity that examines and approves the restructuring scheme. To determine intermediary institutions, the aforesaid entity shall inspect and know their qualifications, credit standing and capacities; and shall not hire accounting firms or certified public accountants that have illegal or irregular records in the enterprise financial audit within two years before the restructuring, or hire intermediary institutions or certified asset appraisers that have participated in the latest asset appraisal of this enterprise, or hire the same intermediary institution for carrying out both financial audit and asset appraisal.
......
 (一)企业实施改制必须由审批改制方案的单位确定的中介机构进行财务审计和资产评估。确定中介机构必须考察和了解其资质、信誉及能力;不得聘请改制前两年内在企业财务审计中有违法、违规记录的会计师事务所和注册会计师;不得聘请参与该企业上一次资产评估的中介机构和注册资产评估师;不得聘请同一中介机构开展财务审计与资产评估。
......

Dear visitor, as a premium member of this database, you will get complete access to all content.Please go premium and get more.

1. To become a premium member, please call 400-810-8266 Ext. 171.

2. Binding to the account with access to this database.

3. Apply for a trial account.

4. To get instant access to a document, you can Pay Amount 【¥700.00】 for your single purchase.
 
您好:您现在要进入的是北大法宝英文库会员专区。
如您是我们英文用户可直接 登录,进入会员专区查询您所需要的信息;如您还不是我们 的英文用户;您可通过网上支付进行单篇购买,支付成功后即可立即查看本篇内容。
Tel: +86 (10) 82689699, +86 (10) 82668266 ext. 153
Mobile: +86 13311570713
Fax: +86 (10) 82668268
E-mail:info@chinalawinfo.com
     
     
Scan QR Code and Read on Mobile
【法宝引证码】        北大法宝en.pkulaw.cn
Message: Please kindly comment on the present translation.
 
Confirmation Code:
Click image to reset code
 
  Translations are by lawinfochina.com, and we retain exclusive copyright over content found on our website except for content we publish as authorized by respective copyright owners or content that is publicly available from government sources.

Due to differences in language, legal systems, and culture, English translations of Chinese law are for reference purposes only. Please use the official Chinese-language versions as the final authority. Lawinfochina.com and its staff will not be directly or indirectly liable for use of materials found on this website.

We welcome your comments and suggestions, which assist us in continuing to improve the quality of our materials as we dynamically expand content.
 
Home | About us | Disclaimer | Chinese