In order to thoroughly implement Scientific Outlook on Development, speed up the transformation of economic development mode and structural adjustment, and improve the quality and efficiency of development, the following suggestions are put forward on speeding up the adjustment and optimization of industrial structure and promoting enterprise merger and reorganization: 1. Fully understand the significance of enterprise merger and reorganization. In recent years, enterprises in various industries and fields have actively integrated through mergers, equity acquisition, asset acquisition and other forms, and the pace of merger and reorganization has been accelerated, and the industrial organizational structure has been continuously optimized, which has achieved remarkable results. However, the problems of serious redundant construction, low industrial concentration, weak independent innovation ability and weak market competitiveness in some industries are still outstanding. Under the new situation of increasingly severe resource and environmental constraints, fierce international industrial competition and obvious rise of trade protectionism, it is necessary to effectively promote enterprise merger and reorganization, deepen enterprise reform, promote the optimization and upgrading of industrial structure, accelerate the transformation of development mode, improve development quality and efficiency, enhance the ability to resist international market risks, and achieve sustainable development. All regions and relevant departments should take the promotion of enterprise merger and reorganization as an important task to implement Scientific Outlook on Development and maintain steady and rapid economic development, further unify their thinking, correctly handle the relationship between the part and the whole, the present and the long-term, and earnestly do a good job in implementing the work arrangements for promoting enterprise merger and reorganization. Second, the main objectives and basic principles (a) the main objectives. By promoting the merger and reorganization of enterprises, deepening the reform of system and mechanism, we will improve the basic economic system with public ownership as the main body and multiple ownership economies developing together. Accelerate the strategic adjustment of the layout and structure of the state-owned economy, improve the rational flow mechanism of state-owned capital, encourage and support private enterprises to participate in the reform, restructuring and reorganization of state-owned enterprises in the competitive field, and promote the development of non-public economy and small and medium-sized enterprises. Merger and reorganization of enterprises should change their operating mechanism, improve corporate governance structure, establish modern enterprise system, strengthen and improve internal management, strengthen technological transformation, promote technological progress and independent innovation, eliminate backward production capacity, compress excess production capacity, promote energy conservation and emission reduction, and improve market competitiveness. We will further implement the plan for the adjustment and revitalization of key industries and make them stronger and bigger. Focusing on automobile, steel, cement, machinery manufacturing, electrolytic aluminum, rare earth and other industries, we will promote advantageous enterprises to implement strong alliances, cross-regional mergers and acquisitions, overseas mergers and acquisitions and investment cooperation, improve industrial concentration, promote large-scale and intensive operations, accelerate the development of backbone enterprises with independent intellectual property rights and well-known brands, cultivate a number of large enterprise groups with international competitiveness, and promote the optimization and upgrading of industrial structure. (2) Basic principles. 1. Give full play to the main role of enterprises. Fully respect the wishes of enterprises, fully mobilize the enthusiasm of enterprises, and guide and encourage enterprises to participate in mergers and acquisitions voluntarily and independently by improving relevant industry plans and policies and measures. 2. Adhere to market-oriented operation. Follow the rules of the market economy, give full play to the basic role of the market mechanism, standardize administrative behavior, and carry out mergers and acquisitions by enterprises through equal consultation and compliance with laws and regulations to prevent "pandering". 3. Promote effective market competition. Overall coordination, classified guidance, promote the improvement of industrial concentration, promote the coordinated development of large, medium and small enterprises, promote fair competition and survival of the fittest of enterprises of all ownership, and form a market structure with reasonable structure, effective competition and standardization. 4. Maintain harmony and stability between enterprises and society. Strictly implement relevant laws, regulations and rules and regulations, properly solve the problems of asset and debt disposal and employee placement in enterprise merger and reorganization, safeguard the legitimate rights and interests of creditors, debtors and enterprise employees in accordance with the law, and promote the harmony and stability of enterprises and society. Third, eliminate the institutional obstacles of enterprise merger and reorganization (1) Clean up the regulations restricting cross-regional merger and reorganization. In order to optimize the industrial layout and further break the market segmentation and regional blockade, it is necessary to carefully clean up and abolish all kinds of regulations that are not conducive to mergers and acquisitions of enterprises and hinder fair competition, especially to resolutely abolish the regulations that restrict foreign enterprises from merging and reorganizing local enterprises. (2) Rationalize the distribution of interests among regions. Under the premise of not violating the relevant national policies and regulations, regions can sign an agreement on sharing fiscal and tax benefits after enterprise merger and reorganization according to the asset scale and profitability of enterprises, properly solve the ownership problem of statistical data such as industrial added value after enterprise merger and reorganization, and realize the enjoyment of the results of enterprise merger and reorganization. (3) Relax the market access of private capital. Effectively open industries and fields that are not prohibited by laws and regulations to private capital, and relax restrictions on equity ratio. Accelerate the reform of monopoly industries, encourage private capital to enter the competitive business areas of monopoly industries through mergers and acquisitions, and support private capital to enter infrastructure, public utilities, financial services and social undertakings. IV. Strengthening guidance and policy support for enterprise merger and reorganization (1) Implementing preferential tax policies. Study and improve the fiscal and taxation policies to support the merger and reorganization of enterprises. Tax incentives shall be given to assets evaluation and appreciation, debt restructuring income, land and housing ownership transfer, etc. involved in enterprise merger and reorganization, specifically in accordance with the Notice of the Ministry of Finance and the State Administration of Taxation on Several Issues Concerning the Treatment of Enterprise Income Tax in Enterprise Merger and Reorganization (Caishui [2009] No.59) and Notice on Certain Deed Tax Policies in Enterprise Restructuring and Reorganization (Caishui [2008]175). (2) Strengthening financial investment. Set up special funds in the central state-owned capital operating budget, and support the merger and reorganization of central enterprises through technological transformation discount and employee resettlement subsidies. Encourage local people's governments to encourage commercial banks to increase credit support for enterprise mergers and acquisitions through financial interest subsidies, credit incentives and subsidies. Where conditions permit, a special fund for enterprise merger and reorganization can be set up to support the merger and reorganization of enterprises in the region, and the financial capital investment should give priority to supporting the merger and reorganization of enterprises determined by the adjustment and revitalization plan of key industries. (3) Increase financial support. Commercial banks should actively and steadily carry out M&A loan business, expand the loan scale and reasonably determine the loan term. Commercial banks are encouraged to provide comprehensive credit to enterprises after merger and reorganization. Encourage securities companies, asset management companies, equity investment funds and industrial investment funds to participate in enterprise mergers and acquisitions, and provide enterprises with direct investment, entrusted loans, bridge loan and other financing support. Actively explore the establishment of special M&A funds and other new financing modes for mergers and acquisitions, improve the exit mechanism of equity investment, and attract social funds to participate in mergers and acquisitions of enterprises. Support cross-border M&A of enterprises through M&A loans, domestic and overseas syndicated loans, and loan interest subsidies. (4) Support independent innovation and technological progress of enterprises. Support qualified enterprises to establish enterprise technology centers, improve research and development level and independent innovation ability, and accelerate the transformation of scientific and technological achievements into real productive forces. Vigorously support the technological transformation and product structure adjustment of merger and reorganization enterprises, give priority to technical transformation funds, and give priority to the establishment of technical transformation projects in line with national industrial policies. Encourage and guide enterprises to eliminate backward production capacity through mergers and acquisitions, and effectively prevent blind expansion of production capacity and low-level redundant construction in the name of mergers and acquisitions. (V) Give full play to the role of the capital market in promoting enterprise restructuring. Further promote the market-oriented reform of mergers and acquisitions of enterprises in the capital market, improve the market-oriented pricing mechanism, improve relevant regulations and supporting policies, support enterprises to use the capital market to carry out mergers and acquisitions, and promote industry integration and industrial upgrading. Support qualified enterprises to finance mergers and acquisitions by issuing stocks, bonds and convertible bonds. Encourage listed companies to use equity, cash and other financial innovations as means of payment for mergers and acquisitions, broaden financing channels for mergers and acquisitions, and improve the efficiency of mergers and acquisitions in the capital market. (6) Improve relevant land management policies. If the allocated land involved in merger and reorganization meets the conditions of allocated land, it can continue to be used by allocation with the approval of the local people's government at or above the county level; Do not meet the conditions of land allocation, paid use according to law, the price of allocated land use rights can be used as the rights and interests of land use rights holders according to law. The land allocated for original production and operation involved in the enterprise merger and reorganization project determined in the key industry adjustment and revitalization plan may be disposed of by the state as a capital contribution (shares) with the approval of the land and resources department of the people's government at or above the provincial level. (seven) properly solve the problems of creditor's rights and debts and employee placement. Merger and reorganization should properly classify and handle the relationship between creditor's rights and debts in strict accordance with relevant laws and policies, implement the responsibility of liquidation, and ensure the legitimate interests of creditors and debtors. Study debt restructuring policies and measures, and support asset management companies, venture capital enterprises, equity investment funds, industrial investment funds and other institutions to participate in the debt disposal of merged enterprises. Effectively implement relevant policies and regulations, and actively and steadily solve problems such as employee labor relations, social insurance relations, and arrears of employees' wages. Formulate and improve relevant policies and measures, and continue to support state-owned enterprises in separating the main and auxiliary industries, restructuring the auxiliary industries, and resettling surplus personnel by diversion. Earnestly implement the active employment policy and promote the reemployment of laid-off workers, and the required funds shall be paid from the special employment funds. (8) Deepening enterprise system reform and management innovation. Encourage the merger and reorganization of enterprises to carry out the company system and shareholding system reform, establish and improve the standardized corporate governance structure, transform the enterprise management mechanism, innovate the management concept, management mechanism and management means, strengthen and improve the production and operation management, promote independent innovation, and improve the market competitiveness of enterprises. V. Improve the management and services of mergers and acquisitions (1) Do a good job in information consulting services. Accelerate the introduction and training of professionals who are familiar with enterprise M&A business, especially transnational M&A business, establish a public service platform to promote domestic and overseas M&A activities, broaden the information exchange channels of enterprise merger and reorganization, strengthen consulting services such as market information, strategic consulting, legal consultant, financial consultant, asset appraisal, property right transaction, financing intermediary, independent audit and enterprise management, and promote the professional and standardized development of intermediary services of enterprise merger and reorganization. (2) Strengthen risk monitoring. Supervise and urge enterprises to strictly implement the relevant laws, regulations and policies of merger and reorganization, standardize operating procedures, strengthen information disclosure, guard against moral hazard, and ensure standardized, open and transparent operation of merger and reorganization. In-depth study of various contradictions and problems that may arise in the merger and reorganization of enterprises, strengthen risk assessment, properly formulate corresponding response plans and measures, and earnestly safeguard the harmony and stability of enterprises and society. Effectively prevent and crack down on insider trading and market manipulation, prevent hostile takeovers, avoid dumping burdens, evading taxes and debts in the name of enterprise merger and reorganization, and prevent the loss of state-owned assets. Give full play to the advisory service role of domestic banks, securities companies and other financial institutions in cross-border mergers and acquisitions, guide and help enterprises to formulate risk prevention and response plans for overseas mergers and acquisitions, and protect the interests of enterprises. (3) Maintaining fair competition and national security. Improve the relevant management measures, strengthen and improve the management of major enterprise mergers and acquisitions, and conduct centralized review of operators in accordance with the law for mergers and acquisitions of enterprises that meet the statutory reporting standards for centralized operators. Further improve the regulations on the management of foreign capital mergers and acquisitions, establish and improve the national security review system for foreign capital mergers and acquisitions of domestic enterprises, encourage and standardize foreign capital to participate in the reorganization and reorganization of domestic enterprises by means of equity participation and mergers and acquisitions, and safeguard national security. Six, strengthen the leadership of enterprise merger and reorganization, establish and improve the organization and coordination mechanism, strengthen the leadership of enterprise merger and reorganization. Led by the Ministry of Industry and Information Technology, with the participation of the Development and Reform Commission, the Ministry of Finance, the Ministry of Human Resources and Social Security, the Ministry of Land and Resources, the Ministry of Commerce, the People's Bank of China, the State-owned Assets Supervision and Administration Commission, the State Administration of Taxation, the State Administration for Industry and Commerce, the China Banking Regulatory Commission, the China Securities Regulatory Commission and other departments, a coordination group for enterprise merger and reorganization was established to coordinate the enterprise merger and reorganization, study and solve major problems in promoting enterprise merger and reorganization, refine relevant policies and supporting measures, implement relevant requirements of key industry adjustment and revitalization planning, and coordinate All regions should strive to create a good environment for cross-regional, cross-industry and cross-ownership mergers and acquisitions of enterprises, and guide and urge enterprises to do a good job in mergers and acquisitions. The State Council, August 28th, 2010