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Notice by the General Office of the State Council of Issuing Two Documents Including the Provisions on Transforming Cultural Public Institutions with For-Profit Operations into Enterprises in the Cultural System Reform and the Provisions on Further Supporting the Development of Cultural Enterprises (2018) [Effective]
国务院办公厅关于印发文化体制改革中经营性文化事业单位转制为企业和进一步支持文化企业发展两个规定的通知(2018) [现行有效]
【法宝引证码】

Notice by the General Office of the State Council of Issuing Two Documents Including the Provisions on Transforming Cultural Public Institutions with For-Profit Operations into Enterprises in the Cultural System Reform and the Provisions on Further Supporting the Development of Cultural Enterprises 

国务院办公厅关于印发文化体制改革中经营性文化事业单位转制为企业和进一步支持文化企业发展两个规定的通知

(No. 124 [2018] of the General Office of the State Council) (国办发〔2018〕124号)

The people's governments of all provinces, autonomous regions, and municipalities directly under the Central Government; all ministries and commissions of the State Council; and all 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 Provisions on Transforming Cultural Public Institutions with For-Profit Operations into Enterprises During the Cultural System Reform and the Provisions on Further Supporting the Development of Cultural Enterprises, as developed by the Publicity Department of the CPC Central Committee in conjunction with the Office of the Central Cyberspace Affairs Commission, the National Development and Reform Commission, the Ministry of Science and Technology, the Ministry of Finance, the Ministry of Human Resources and Social Security, the Ministry of Natural Resources, the Ministry of Commerce, the Ministry of Culture and Tourism, the People's Bank of China, the State Administration of Taxation, the State Administration for Market Regulation, the National Radio and Television Administration, and other relevant departments and entities and approved by the State Council, are hereby issued to you for your conscientious implementation. 中央宣传部会同中央网信办、发展改革委、科技部、财政部、人力资源社会保障部、自然资源部、商务部、文化和旅游部、人民银行、税务总局、市场监管总局、广电总局等有关部门和单位拟定的《文化体制改革中经营性文化事业单位转制为企业的规定》和《进一步支持文化企业发展的规定》已经国务院同意,现印发给你们,请认真贯彻执行。
General Office of the State Council 国务院办公厅
December 18, 2018 2018年12月18日
Provisions on Transforming Cultural Public Institutions with For-Profit Operations into Enterprises During the Cultural System Reform 文化体制改革中经营性文化事业单位转制为企业的规定
For the purposes of further deepening the reform of the cultural system and continuing to advance the transformation of state-owned cultural public institutions with for-profit operations into enterprises, the following provisions are hereby developed: 为进一步深化文化体制改革,继续推进国有经营性文化事业单位转企改制,特制定以下规定:
I. Corporate system and joint-stock system reforms   一、关于公司制股份制改革
1. Cultural public institutions with for-profit operations which are transformed into enterprises shall be registered as limited liability companies or joint stock companies according to the law, accelerate the building of a modern enterprise system with cultural characteristics, adhere to a correct orientation and operating direction, adhere to the dominant position of state-owned capital, vigorously and duly advance the mixed-ownership reform, and form a corporate governance structure of effective balance and checks and flexible and efficient market-oriented operating mechanism, so as to encourage enterprises to become stronger, better and larger. (一)经营性文化事业单位转制为企业,要依法登记为有限责任公司或股份有限公司,加快构建有文化特色的现代企业制度,坚持正确导向和经营方向,坚持国有资本主导地位,积极稳妥推进混合所有制改革,形成有效制衡的公司法人治理结构和灵活高效的市场化经营机制,推动企业做强做优做大。
2. The corporate governance structure shall be improved. The leadership of the Party committee (leading Party members' group) of a company shall, according to statutory procedures, be members of the board of directors, the management, and the board of supervisors by two-way membership and cross office holding, so that the secretary of the Party committee (leading Party members' group) serves as the chairman (executive director) and the legal representative of the company, the general manager who is a Party member generally serves as the deputy secretary of the Party committee (leading Party members' group), and a full-time deputy secretary is generally a member of the board of directors. The Party committee (leading Party members' group) shall play a leading role, control the direction, manage the overall situation, ensure implementation, research and consider material matters involving content-oriented management and matters including major decisions on the operation and development of the company, important appointments and dismissals, major project arrangements, and use of high-value capital according to provisions, and regard the research and consideration as a prerequisite for decision-making by the board of directors and the management. A legality review mechanism of decisions shall be established and improved, and the role of legal advisers and corporate lawyers shall be maximized, so as to promote legal operations and management. (二)完善法人治理结构。公司党委(党组)领导班子成员依法定程序,以双向进入、交叉任职的方式进入董事会、经理层、内设监事会,党委(党组)书记同时任董事长(执行董事)、为公司法定代表人,党员总经理一般担任党委(党组)副书记,专职副书记一般进入董事会。党委(党组)发挥领导作用,把方向、管大局、保落实,依照规定研究讨论涉及内容导向管理的重大事项及公司运营与发展的重大决策、重要人事任免、重大项目安排、大额度资金使用等事项,并作为董事会、经理层决策的前置程序。建立健全决策合法性审查机制,充分发挥法律顾问、公司律师的作用,促进依法经营、依法管理。
3. A company engaged in content creation and production shall set up chief editor or artistic director and other special positions and, if it has a board of directors, form an editorial committee or art committee and other special committees to provide decision-making advice for the board of directors on matters related to content-oriented management. (三)从事内容创作生产传播的公司,设立总编辑或艺术总监等专门岗位,设董事会的,须设立编辑委员会或艺术委员会等专门委员会,为董事会有关内容导向管理的重大事项提供决策咨询。
4. The integration of the intrinsic resources of state-owned cultural enterprises shall be advanced, the principal business shall be further focused on, the management hierarchy of enterprises shall be reduced, decision-making power as to investment shall be centralized and vested in enterprises at or above the third level, and the number of legal persons shall be cut. (四)推进国有文化企业内部资源整合,进一步聚焦主业,压缩企业管理层级,将投资决策权向三级以上企业集中,减少法人户数。
II. Administration of state-owned cultural assets   二、关于国有文化资产管理
5. The administrative institutions for Party committees and the government to oversee state-owned cultural assets shall be established and improved, the administrative mode of the organic combination of the regulation by Party committees and the government and the effective dominance by the publicity authorities shall be improved, the harmony among the administration of persons, affairs, assets, and orientations shall be achieved, Party and government agencies shall be driven to further rationalize their relations with the cultural enterprises affiliated to them, and the articulation between the administrator and regulatory system and the investor system shall be promoted. (五)建立健全党委和政府监管国有文化资产的管理机构,完善党委和政府监管有机结合、宣传部门有效主导的管理模式,实现管人管事管资产管导向相统一,推动党政部门与其所属的文化企业进一步理顺关系,推动主管主办制度与出资人制度相衔接。
6. When cultural public institution with for-profit operations are transformed into enterprises, essential work such as asset inventorying, asset appraisal, and property rights registration shall be conscientiously conducted, and existing claims and debts shall be implemented in accordance with the law. Any material change of a state-owned cultural enterprise such as the development and amendment of the articles of association, increase and decrease in registered capital, reorganization and consolidation, bankruptcy and dissolution, restructuring and listing, transfer of state property rights, allocation by gratuitous title, formation of a group, issue of bonds, and change of legal representative shall be filed with the state-owned cultural assets administrative institution at the same level for approval, and handled according to the relevant procedures and provisions. (六)经营性文化事业单位转制为企业,要认真做好资产清查、资产评估、产权登记等基础工作,依法落实原有债权债务。国有文化企业公司章程制定和修改、注册资本增减、重组整合、破产解散、改制上市、国有产权转让、无偿划拨、组建集团、发行债券、法定代表人变更等重大变动事项,报同级国有文化资产管理机构审批,并按有关程序和规定办理。
7. State-owned cultural enterprises shall regularly report information on finance, production and operations, preservation and appreciation of state-owned assets, and social benefits in accordance with relevant provisions. The comprehensive evaluation of social and economic benefits of state-owned cultural enterprises shall be strengthened, and the establishment of a comprehensive assessment system combining the evaluation of preservation and appreciation of state-owned assets with that of social benefits shall be explored. (七)国有文化企业依照相关规定定期报告财务状况、生产经营状况、国有资产保值增值状况和社会效益情况。加强国有文化企业社会效益和经济效益综合考核,探索建立国有资产保值增值考核与社会效益考核相结合的综合评价体系。
8. A state-owned capital operating budget system for state-owned cultural enterprises shall be established and improved. By injecting state-owned capital, optimizing the allocation of state-owned capital, and bringing into play the guiding role of state-owned capital, the merger, reorganization, transformation and upgrading of state-owned cultural enterprises shall be advanced, and the optimization of the layout of the cultural industry shall be promoted. (八)建立健全文化企业国有资本经营预算制度,通过国有资本金注入,优化国有资本配置,发挥国有资本引导作用,推进国有文化企业兼并重组、转型升级,促进文化产业布局优化。
9. The authorized operation of state-owned cultural capital shall be advanced, an effective platform for the flow, reorganization and layout adjustment of state-owned cultural capital shall be formed, resource allocation shall be optimized, and state-owned cultural enterprises shall be promoted in enhancing strength, vitality and risk resistance capability and better exerting their control and influence. (九)推进国有文化资本授权经营,形成国有文化资本流动重组、布局调整的有效平台,优化资源配置,推动国有文化企业增强实力、活力、抗风险能力,更好地发挥控制力、影响力。
III. Disposal of assets and land   三、关于资产和土地处置
10. In the course of transformation of a cultural public institution with for-profit operations, the loss of assets identified shall be written off after approval is obtained according to the provisions, the safety of banks' lawful claims shall be effectively protected, and various escape from financial obligations owed to banks under color of transformation shall be seriously punished to ensure financial safety and stability. Upon transformation, the financial system shall be governed by the General Rules Governing Enterprise Financial Affairs, and the accounting system shall be governed by the Accounting Standards for Business Enterprises or the Accounting Standards for Small Enterprises. (十)经营性文化事业单位在转制过程中,对于清查出的资产损失按规定报经批准后进行核销;切实维护银行合法债权安全,严肃处理各类借转制之名逃废银行债务行为,维护金融安全稳定。转制后财务制度应执行《企业财务通则》,会计制度应执行《企业会计准则》或《小企业会计准则》。
11. The existing allocated land involved in the transformation of a cultural public institution with for-profit operations may continue to be used by means of allocation, if it complies with the Catalog of Allocated Land after the transformation; and if such land does not comply with the Catalog of Allocated Land, it shall be used on a compensatory basis according to the law. With the approval of the people's government at or above the provincial level, if a cultural public institution with for-profit operations is transformed into a solely state-owned enterprise or state-controlled enterprise, the original allocated land for production and operating use may be allocated by means of capital contribution (payment for capital share) with approval; and if a cultural public institution with for-profit operations is transformed into an enterprise in which the state has a stake or a non-state-owned enterprise, the original allocated land for production and operating use may be disposed of as land assets by means of conventional transfer or lease. (十一)经营性文化事业单位转制涉及的原划拨土地,转制后符合《划拨用地目录》的,可继续以划拨方式使用;不符合《划拨用地目录》的,应当依法实行有偿使用。经省级以上人民政府批准,经营性文化事业单位转制为国有独资或国有控股企业的,原生产经营性划拨用地,经批准可采用作价出资(入股)方式配置;经营性文化事业单位转制为国有参股企业或非国有企业的,原生产经营性划拨用地可采用协议出让或租赁方式进行土地资产处置。
IV. Distribution of income   四、关于收入分配
12. The income distribution system for enterprises shall be implemented upon transformation. The total wage budget management shall be implemented in accordance with the relevant provisions of the state, and state-owned cultural enterprises shall independently prepare the budgets, complete the in-house decision-making procedures as required, and implement the budgets upon confirmation or recordation by relevant authorities. The mechanism dovetailing wages with profitability shall be improved, and the wage-profitability dovetailing indicators shall be indicators that reflect both social and economic benefits and the preservation and appreciation of state-owned capital. A basic wage system primarily consisting of post-related wages shall be established and improved so as, based on the value of posts, oriented to performance, by reference to the wages on the labor market, taking into account the social and economic benefits of enterprises, to reasonably determine the wages relating to different posts, closely link the wages of employees to their performance and actual contributions, and reasonably enlarge the gap between wages. Human resources and social security authorities, state-owned cultural asset administrative institutions and the administrators and regulators of enterprises shall strengthen the guidance and supervision of the distribution of wages by state-owned cultural enterprises and regulate the income distribution order among state-owned cultural enterprises.
......
 (十二)转制后执行企业收入分配制度。按照国家有关规定实行工资总额预算管理,由国有文化企业自主编制,按规定履行内部决策程序后,报有关部门核准或备案后执行。完善工资与效益联动机制,工资效益联动指标应同时选取反映社会效益和经济效益、国有资本保值增值的指标。建立健全以岗位工资为主的基本工资制度,以岗位价值为依据,以业绩为导向,参照劳动力市场工资价位并结合企业社会效益和经济效益,合理确定不同岗位的工资水平,使职工工资收入与其工作业绩和实际贡献紧密挂钩,合理拉开工资分配差距。人力资源社会保障部门、国有文化资产管理机构和企业主管主办部门要加强对国有文化企业工资收入分配的指导和监督,规范国有文化企业收入分配秩序。
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