Trial measures for investment management of state-owned enterprises
(discussion draft)
Chapter I General Provisions
Article 1 In order to further standardize the investment behavior of state-owned enterprises in our county and promote the economic, social and enterprise development, these measures are formulated in accordance with the Company Law, the Law on State-owned Assets of Enterprises, the Provisional Regulations on the Supervision and Administration of State-owned Assets of Enterprises and the Opinions of Cangnan County People's Government on Deepening the Reform of the Supervision and Administration System of State-owned Assets of Enterprises.
Article 2 The scope of application of these Measures is the state-owned enterprises authorized by the county government to perform the responsibilities of investors and their wholly-owned and holding enterprises.
Article 3 The term "investment" as mentioned in these Measures includes the following items:
(a) equity investment, including the establishment of subsidiaries, capital increase of subsidiaries, equity acquisition, equity replacement, etc. ;
(2) Investment in fixed assets, including capital construction and technological transformation;
(3) Financial investment, including securities investment, foreign exchange investment and entrusted financial management;
(4) Other investments.
Chapter II Responsibility Subjects and Duties of Investment Decision-making and Management
Article 4 State-owned enterprises are the main body of various investment activities. The group company is responsible for managing the investment activities of the Group and is the direct person in charge of the investment decision-making of the Group. Its main responsibilities are:
(1) Formulating and implementing the investment management system and procedures of the Group;
(2) Organizing and managing the specific investment activities of the Group in accordance with relevant national laws and regulations;
(3) Responsible for feasibility study, investment decision-making, risk control and investment evaluation. To guide and manage investment projects and subordinate enterprises at the group level;
(four) to submit the investment record and the report of the project to be audited to the county state-owned assets supervision and administration office;
(five) to perform the investment supervision duties of subordinate enterprises.
Article 5 The investment activities of state-owned enterprises shall follow the following principles:
(a) in line with the direction and requirements of national and local (including provincial, municipal and county) economic development planning, industrial orientation and other relevant policies and regulations;
(two) in line with the adjustment direction of county-level state-owned capital layout structure, enterprise development planning and main business development needs;
(three) investment activities should standardize the implementation of enterprise investment decision-making procedures, in line with the requirements of relevant management systems;
(4) The investment scale shall be compatible with the enterprise's asset management scale, asset-liability level and actual financing capacity;
(5) Strictly manage overseas investment, financial investment, non-main business investment and building management office, and prudently carry out cooperative investment with non-state-owned enterprises.
(6) In principle, the total number of wholly-owned and holding (including actual control) enterprise levels and group company levels formed by new investment shall not exceed 3;
Sixth state-owned enterprises must establish and improve the investment management system, which mainly includes or defines the following contents:
(1) The management system, authority and decision-making procedures of the investment decision of the board of directors;
(2) Defining the daily work organization and management responsibilities of investment management;
(3) The systems and procedures for the management of investment projects of affiliated enterprises;
(four) clear the basic principles that must be followed in carrying out investment activities, as well as internal management control indicators such as asset-liability ratio and investment return rate;
(five) the provisions or systems for the feasibility study and demonstration of the project;
(six) the bidding management, project construction supervision and management system and management regulations or systems in the implementation process of fixed assets investment projects;
(seven) the system construction and implementation requirements of the audit and post-evaluation system for major investment projects;
(eight) investment risk management mechanism, focusing on legal and financial risks.
Preventive measures and treatment plans for possible problems in major investment activities;
(nine) other matters that need to be explained or clarified.
Article 7 According to the Law on State-owned Assets of Enterprises, major investments of state-owned enterprises are decided by the board of directors, and enterprises are responsible for their own various investment behaviors and are directly responsible for the investment matters decided. Its specific investment activities must fulfill the following decision-making procedures and requirements:
(1) The investment management institution of an enterprise shall, on the basis of scientific argumentation, prepare a preliminary investment plan;
(two) according to the relevant provisions of the preparation or entrust a qualified institution to prepare a feasibility study report, if necessary, prepare a social risk assessment report for major decisions;
(three) the general manager of the enterprise is responsible for convening the management team to study and improve, and formally put forward the investment plan;
(four) to convene a meeting of the board of directors of state-owned enterprises, combined with the feasibility study report and major risk assessment.
Read the book, study and discuss the investment plan, and make a resolution;
(5) If it is necessary to adjust the investment amount, source of funds and composition during the implementation of the investment plan of the enterprise, or if the investment partner's shareholding structure changes, the investment partner defaults, the investment risk increases sharply due to uncontrollable factors, or there are already great potential losses, and it is necessary to adjust or terminate the investment plan, the board of directors of the enterprise must make a new decision and make a new written resolution;
(six) the board of directors of the enterprise shall regularly listen to, analyze and check the implementation of all investment projects.
Article 8 County State-owned Assets Supervision and Administration Office shall supervise and manage the investment activities of state-owned enterprises according to law. The main contents of management are:
(a) to guide state-owned enterprises to establish and improve investment decision-making procedures and management systems, and to conduct supervision and inspection;
(two) to establish a reporting, filing and auditing mechanism for major investment matters of state-owned enterprises, and guide enterprises to seriously implement them;
(three) statistical analysis of the overall investment situation of state-owned enterprises, dynamic supervision of major investment projects such as inspection, audit and post-evaluation, and accountability for problems found;
(4) Duties of other investors as stipulated by laws and regulations.
Chapter III Supervision and Management of Investment Projects
Article 9 Except for the projects directly decided by the county government, state-owned enterprises and their subordinate enterprises shall conduct strict examination, brewing and evaluation according to the procedures specified in Chapter II, and submit them to the county state-owned assets supervision and administration office for examination after discussion and written decision at the formal meeting of the board of directors of the group. Unaudited projects shall not be implemented:
(a) overseas investment projects (including the establishment of offices);
(2) Investment projects in cooperation with enterprises other than wholly state-owned enterprises, wholly state-owned companies and state-owned capital holding companies or other organizations and individuals;
(three) projects with a total investment of 6.5438+0 million yuan;
(four) the construction of office buildings, business premises and other buildings;
(5) Financial investment projects;
(six) other investment projects that the county SASAC deems necessary.
Article 10
After the county state-owned assets supervision and administration office received the report on the 20th,
Review investment projects within working days. In case of special circumstances such as project demonstration and material supplement, the audit period may be appropriately extended. If the county state-owned assets supervision and administration office considers it more complicated, it must be approved by the county government. The audit of investment projects of state-owned enterprises mainly examines whether the investment projects meet the requirements of relevant laws, regulations and industrial policies, and whether the project feasibility study and enterprise decision-making procedures meet the investment management systems and rules.
Article 11 Except for the matters listed in Article 9, other investment behaviors of state-owned enterprises shall be reported to the County State-owned Assets Supervision and Administration Office for the record after fulfilling the prescribed demonstration procedures and being formally discussed and decided by the Group's board of directors:
Twelfth state-owned enterprises to apply for investment project audit or filing, shall submit the following materials to the county SASAC:
(a) the report on the application for investment project audit (including the basic information of the enterprise, the project to be invested, the investment basis, the source of funds, the relevant information of the joint venture partners, and the procedures that have been performed, etc.). ); Or the filing form of investment projects of state-owned enterprises;
(two) the feasibility study report of the project;
(3) Procedural documents of investment decision-making, including the approval opinions of government departments on investment projects,