Opinions of the State Council on Promoting Corporate Mergers and Restructuring
Opinions of the State Council on Promoting Corporate Mergers and Restructuring
Opinions of the State Council on Promoting Corporate Mergers and Restructuring
Guo Fa [2010] No. 27
August 28, 2010
The people's governments of all provinces, autonomous regions, and municipalities directly under the Central Government, all ministries and commissions of and departments directly under the State Council,
For the purpose of thoroughly implementing Scientific Outlook on Development, effectively accelerating the transformation of economic development pattern and structure adjustment, and improving the development of quality and benefits, the opinions on accelerating the adjustment and optimization of industrial structure and promoting corporate mergers and restructuring are hereby put forward as follows:
I. Fully Realize the Significance of Corporate Mergers and Reconstructions
In recent years, enterprises in many industries and fields have actively conducted integration in various forms such as consolidation and purchase of equities and assets which lead to remarkable achievements in accelerating the speed of mergers and restructuring and continually optimizing the organizational structure of an industry. However, such problems as serious redundant construction, low industrial centralization, poor independent innovation ability, weak market competitiveness in some industries are still very serious. Under the new situation that the restrictions of environment and resources are increasingly serious, the international industrial competition becomes more and more fierce and trade protectionism is obviously on the rise, we must faithfully push forward corporate mergers and restructuring, deepen corporate reform, promote the optimization and upgrading of industrial structure, accelerate the transformation of development pattern, enhance further development of quality and benefits, strengthen the ability to guard against international market risks, and achieve the goal of sustainable development. All relevant regions and departments shall take the promotion of corporate mergers and restructuring as an important task in implementing the Scientific Outlook on Development and maintaining steady and rapid economic development, further unify thoughts, correctly deal with the relationship between part and whole as well as present and future, and effectively work well to the implementation of all work arrangements in promoting corporate mergers and restructuring.
II. Major Objectives and Basic Principles
1. Major objectives
Deepen the reform of systems and mechanisms and improve the basic economic system to keep public ownership as the mainstay of the economy and allow diverse forms of ownership to develop side by side through the promotion of corporate mergers and restructuring. Accelerate the strategic adjustment of the layout and structure of state-owned economy, improve the reasonable flow mechanism in which state-owned assets can enter and exist freely, encourage and support private-run enterprises to participate in the reform, restructuring, and reorganization of state-owned enterprises in competitive fields, and promote the development of non-public sectors of the economy and small and medium-sized enterprises. The merged and restructured enterprises shall transform operation mechanism, improve governance structure, establish modern enterprise system, enhance and improve internal management, strengthen technological transformation, promote technical progress and independent innovation, eliminate backward production capacity, reduce surplus production capacity, boost energy saving and emission reduction, and improve market competitiveness.
Further implement the planning for adjustment and revitalization of major industries and support competitive enterprises to become stronger and larger. Promote competitive enterprises to conduct cooperation, trans-regional M&A and restructuring, overseas acquisition, investment cooperation with the focus on such industries as automobile, steel, cement, machinery manufacturing, electrolytic aluminum and rare earth in order to improve industrial centralization, boost scale and intensive operation, accelerate the development of key enterprises with self-owned intellectual property and famous brand, cultivate a number of large enterprise groups with international competitiveness, and push forward optimization and upgrading of industrial structure.
2. Basic Principles.
(1) Exert the important role of enterprises. Fully respect the wishes of enterprises, bring the enthusiasm of enterprises into full play, guide and motivate enterprises to participate in mergers and restructuring voluntarily and independently by means of improving the planning, policies and measures on relevant industry.
(2) Stick to market-oriented operation. Follow the rules of market economy, bring the fundamental role of market mechanism into full play, regulate administrative activities and conduct mergers and restructuring in compliance with laws and regulations through equal consultation and avoid "arbitrary arrangement".
(3) Promote effective competition in the market. Conduct integrated coordination and type-by-type guidance, improve and enhance industrial centralization, promote harmonious development of large, medium, and small-sized enterprises, promote fair competition and survival of the fittest of various enterprises of different ownership, and forma normative and orderly market pattern with reasonable structure and effective competition.
(4) Maintain the harmony and stability of enterprises and society. Strictly implement relevant laws, regulations, rules and systems, properly deal with such problems as disposal of assets and debts and arrangement of employees in the mergers and restructuring of enterprises, protect the lawful rights and interests of stakeholders according to law, such as creditors, debtors and enterprise employees, and promote harmony and stability of enterprises and the society.
III. Eliminate Institutional Obstacles in Corporate Mergers and Restructuring
1. Clean up the provisions restricting trans-regional mergers and restructuring.
......
Guo Fa [2010] No. 27
August 28, 2010
The people's governments of all provinces, autonomous regions, and municipalities directly under the Central Government, all ministries and commissions of and departments directly under the State Council,
For the purpose of thoroughly implementing Scientific Outlook on Development, effectively accelerating the transformation of economic development pattern and structure adjustment, and improving the development of quality and benefits, the opinions on accelerating the adjustment and optimization of industrial structure and promoting corporate mergers and restructuring are hereby put forward as follows:
I. Fully Realize the Significance of Corporate Mergers and Reconstructions
In recent years, enterprises in many industries and fields have actively conducted integration in various forms such as consolidation and purchase of equities and assets which lead to remarkable achievements in accelerating the speed of mergers and restructuring and continually optimizing the organizational structure of an industry. However, such problems as serious redundant construction, low industrial centralization, poor independent innovation ability, weak market competitiveness in some industries are still very serious. Under the new situation that the restrictions of environment and resources are increasingly serious, the international industrial competition becomes more and more fierce and trade protectionism is obviously on the rise, we must faithfully push forward corporate mergers and restructuring, deepen corporate reform, promote the optimization and upgrading of industrial structure, accelerate the transformation of development pattern, enhance further development of quality and benefits, strengthen the ability to guard against international market risks, and achieve the goal of sustainable development. All relevant regions and departments shall take the promotion of corporate mergers and restructuring as an important task in implementing the Scientific Outlook on Development and maintaining steady and rapid economic development, further unify thoughts, correctly deal with the relationship between part and whole as well as present and future, and effectively work well to the implementation of all work arrangements in promoting corporate mergers and restructuring.
II. Major Objectives and Basic Principles
1. Major objectives
Deepen the reform of systems and mechanisms and improve the basic economic system to keep public ownership as the mainstay of the economy and allow diverse forms of ownership to develop side by side through the promotion of corporate mergers and restructuring. Accelerate the strategic adjustment of the layout and structure of state-owned economy, improve the reasonable flow mechanism in which state-owned assets can enter and exist freely, encourage and support private-run enterprises to participate in the reform, restructuring, and reorganization of state-owned enterprises in competitive fields, and promote the development of non-public sectors of the economy and small and medium-sized enterprises. The merged and restructured enterprises shall transform operation mechanism, improve governance structure, establish modern enterprise system, enhance and improve internal management, strengthen technological transformation, promote technical progress and independent innovation, eliminate backward production capacity, reduce surplus production capacity, boost energy saving and emission reduction, and improve market competitiveness.
Further implement the planning for adjustment and revitalization of major industries and support competitive enterprises to become stronger and larger. Promote competitive enterprises to conduct cooperation, trans-regional M&A and restructuring, overseas acquisition, investment cooperation with the focus on such industries as automobile, steel, cement, machinery manufacturing, electrolytic aluminum and rare earth in order to improve industrial centralization, boost scale and intensive operation, accelerate the development of key enterprises with self-owned intellectual property and famous brand, cultivate a number of large enterprise groups with international competitiveness, and push forward optimization and upgrading of industrial structure.
2. Basic Principles.
(1) Exert the important role of enterprises. Fully respect the wishes of enterprises, bring the enthusiasm of enterprises into full play, guide and motivate enterprises to participate in mergers and restructuring voluntarily and independently by means of improving the planning, policies and measures on relevant industry.
(2) Stick to market-oriented operation. Follow the rules of market economy, bring the fundamental role of market mechanism into full play, regulate administrative activities and conduct mergers and restructuring in compliance with laws and regulations through equal consultation and avoid "arbitrary arrangement".
(3) Promote effective competition in the market. Conduct integrated coordination and type-by-type guidance, improve and enhance industrial centralization, promote harmonious development of large, medium, and small-sized enterprises, promote fair competition and survival of the fittest of various enterprises of different ownership, and forma normative and orderly market pattern with reasonable structure and effective competition.
(4) Maintain the harmony and stability of enterprises and society. Strictly implement relevant laws, regulations, rules and systems, properly deal with such problems as disposal of assets and debts and arrangement of employees in the mergers and restructuring of enterprises, protect the lawful rights and interests of stakeholders according to law, such as creditors, debtors and enterprise employees, and promote harmony and stability of enterprises and the society.
III. Eliminate Institutional Obstacles in Corporate Mergers and Restructuring
1. Clean up the provisions restricting trans-regional mergers and restructuring.
......