Since the CPC Central Committee and the State Council promulgated the Guiding Opinions on Deepening the Reform of State-owned Enterprises in 20 15, the State Council and relevant departments have issued a series of documents, such as the Opinions on Developing Mixed Ownership Economy in State-owned Enterprises, forming a "1+N" document system for the reform of mixed ownership of state-owned enterprises, which provides top-level design guidance for the plan of mixed ownership reform of state-owned enterprises.

Second, the participants in the mixed reform of state-owned enterprises

There are many participants in the mixed reform of state-owned enterprises, and the interests of all parties are different, which increases the communication and implementation costs.

1. State-owned enterprises

Most state-owned enterprises have a long history, many business sectors and complex equity relations. At the same time, there are quite a few state-owned enterprises with missing legal documents, imperfect financial systems and incomplete business data. Therefore, before designing the overall plan for mixed ownership reform of state-owned enterprises, it is necessary to comprehensively understand, sort out and analyze the equity, assets, business, finance, law and personnel of the state-owned enterprises. So as to clarify the company's future development strategy, business restructuring direction, structural optimization path and the objectives and requirements of introducing strategic investors, and then systematically design and implement the overall plan of mixed ownership reform of state-owned enterprises in combination with the requirements of regulatory authorities and the norms of the capital market.

2. Government regulatory authorities

In the process of mixed reform of state-owned enterprises, the regulatory authorities usually include SASAC, industry and commerce, taxation, commerce, development and reform, and some projects also involve natural resources, environmental protection, foreign management and other departments. Because different regulatory authorities have different responsibilities and different perspectives, the interpretation and judgment of the same problem in the process of mixed reform of state-owned enterprises may be different. Therefore, state-owned enterprises need to communicate with various regulatory authorities in a timely and comprehensive manner to ensure the smooth implementation of the mixed reform plan of state-owned enterprises.

3. Investors

Different types of investors have different demands for participating in the mixed reform of state-owned enterprises. For example, strategic investors pay more attention to long-term investment income, pursue strategic synergy, and hope to gain greater development opportunities by actively participating in or effectively influencing the governance and management of enterprises. For financial investors, financial returns are more important, especially private equity funds, which generally have a clear holding period and need a clear exit channel (such as listing and repurchase commitments). Therefore, whether investors can be successfully introduced to complete the mixed reform of state-owned enterprises depends on whether the interests and risks of state-owned enterprises and investors can be well balanced, especially if different types of investors are introduced at the same time, the difficulty of coordinating and balancing the interests and requirements of all parties will also increase greatly.

4. Intermediaries

A successful mixed reform project of state-owned enterprises usually requires the unremitting efforts and comprehensive cooperation of multiple intermediary teams. For example, the financial consulting team (designing the trading structure, finding potential investors, assisting enterprises to negotiate with potential investors, and managing the whole process of the project), the management consulting team (assisting enterprises to formulate strategic development plans, organizational control optimization plans, employee incentive plans, retired employees resettlement plans, etc.), and the lawyer team (conducting legal due diligence, refining and implementing restructuring plans, drafting and negotiating trading documents, etc.), Tax team (conducting tax compliance mapping, tax restructuring scheme design, and tax planning, etc.), financial audit team (auditing and assets verification), statutory assets evaluation team (conducting statutory assets evaluation according to the requirements of state-owned assets), and property rights trading center (assisting in the completion of transactions that need to be publicly transferred at the property exchange according to the Measures for the Supervision and Administration of State-owned Assets Trading of Enterprises issued by Order No.32 of the State-owned Assets Supervision and Administration Commission).

5. Workers' Congress

The workers' congress and its permanent organs organize workers to participate in the democratic decision-making, management and supervision of the company, exercise the right to know and supervise the operation and management of the enterprise, the right to consider and make suggestions on major decisions, the right to deliberate and decide on major issues concerning the vital interests of employees, the right to comment and supervise leading cadres of the enterprise, and the right to elect enterprise managers according to authorization. If the mixed reform of state-owned enterprises involves the resettlement of employees, the resettlement plan shall be examined and approved by the workers' congress or the workers' congress It is helpful for enterprises to communicate with workers' congress on the resettlement plan in time to ensure the stability of workers.

6. Other government departments

If the mixed reform of state-owned enterprises involves the management shareholding plan, and the personnel involved in the management shareholding plan include cadres supervised by the organization department, then the shareholding arrangement needs to be communicated with the organization department in advance and obtained the consent of the organization department.

Third, the general process and operational points of mixed reform of state-owned enterprises

From the transaction essence, the mixed reform of state-owned enterprises mainly includes two ways: equity transfer and capital increase and share expansion. In combination with your company's situation, I suggest that your company adopt the method of increasing capital and shares. The method of capital increase and share expansion includes seven steps: formulating mixed reform plan, internal resolution, approval of SASAC/government, audit/evaluation, public solicitation of property rights market, and signing transaction contract/registration.

1. Formulate the mixed reform/capital increase plan.

The capital increase enterprise shall do a good job in the feasibility study and scheme demonstration of capital increase in accordance with the enterprise development strategy; After the capital increase, the number of shareholders of the enterprise must comply with the provisions of relevant national laws and regulations.

2. Internal resolutions

The capital increase enterprise shall make decisions in accordance with the articles of association and internal management system, and form a written resolution; The shareholder representatives appointed by the shareholders of the state-controlled and state-controlled enterprises in China shall express their opinions and exercise their voting rights in accordance with the instructions of the appointed units.

3. SASAC/government approval

State-owned assets supervision and administration institutions are responsible for reviewing the transfer of property rights of state-funded enterprises; Among them, due to the transfer of property rights, the state no longer has the controlling stake in the invested enterprise, which must be reported to the people's government at the same level for approval by the state-owned assets supervision and administration institution.

4. Audit and evaluation

After the capital increase is approved, the capital increase enterprise shall entrust an intermediary agency with corresponding qualifications to carry out audit and asset evaluation; When the original shareholders of the capital increase enterprise increase capital in the same proportion, the proportion of capital and equity of the enterprise can be determined according to the evaluation report or the latest audit report.

5. Employee stock ownership arrangement

In accordance with legal procedures, according to the Employee Stock Ownership Plan approved by the competent government departments and superior companies, some or all employees will be introduced into the mixed-reform enterprise to become shareholders of the mixed-reform enterprise.

6. Public solicitation of property rights market

Publicly collect investors through the website of the property rights trading institution; When there are a large number of prospective investors who have passed the qualification examination, multiple rounds of selection can be conducted by means of bidding, competitive negotiation and comprehensive evaluation; Based on the results of asset appraisal, considering the conditions and quotations of prospective investors and other factors, the investors are selected.

7. Sign the transaction contract and register.

After the capital increase agreement is signed and takes effect, the property rights trading institution shall issue a trading voucher and announce the results through the website of the trading institution; Capital-increased enterprises shall register and put on record in accordance with the relevant requirements of industrial and commercial registration.

8. Special matters

Where the capital increase of listed state-owned companies is involved, the relevant provisions on the management of state-owned shares of listed companies and securities supervision shall be observed; Involving the qualification examination, anti-monopoly examination, franchise rights, state-owned allocated land use rights, exploration rights and mining rights and other government approval matters, in accordance with the relevant provisions; If the investor is an overseas investor, it shall comply with the requirements for the management of the industrial guidance catalogue and negative list of foreign investment, as well as the relevant provisions on the safety review of foreign investment.