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Notice of the General Office of the State Council on Forwarding the Guiding Opinions of the SASAC about Promoting the Adjustment of State-owned Capital and the Reorganization of State-owned Enterprises
[Effective]
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国务院办公厅转发国资委关于推进国有资本调整和国有企业重组指导意见的通知
[现行有效]
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【法宝引证码】
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Notice of the General Office of the State Council on Forwarding the Guiding Opinions of the SASAC about Promoting the Adjustment of State-owned Capital and the Reorganization of State-owned Enterprises
(No.97 [2006] of the General Office of the State Council)
The people's governments of all provinces, autonomous regions and municipalities directly under the Central Government, all the ministries and commissions of the State Council, and all the institutions directly under the State Council:
The Guiding Opinions of the SASAC about Promoting the Adjustment of State-owned Capital and the Reorganization of State-owned Enterprises have been approved by the State Council and are hereby forwarded to you, please seriously implement them.
General Office of the State Council
December 5, 2006
Guiding Opinions of the State-owned Assets Supervision and Administration Commission of the State Council about Promoting the Adjustment of State-owned Capital and the Reorganization of State-owned Enterprises
(SASAC)
In recent years, we have made major breakthroughs in the state-owned asset management system reform, have made important progress in the adjustment of state-owned capital and the reorganization of state-owned enterprises, have deepened the reform of state-owned enterprises, and have significantly improved economic effects, which play an important role for perfecting socialist market economic system and promoting sustained, fast and sound development of national economy. However, from the aspect of overall situation, the distribution of state-owned economy is still too broad, industrial layout and organizational structure of the enterprises is not quite reasonable, main business of some enterprises is not prominent, and the core competitiveness of their main business is not strong. The adjustment of state-owned capital, reorganization of state-owned enterprises as well as improvement of the mechanism of entry-withdrawal and rational movement of state-owned capital is a significant task in the economic system reform. In order to execute the spirits of the Third and Fifth Plenary Sessions of the Sixteenth CPC Central Committee, and according to the Opinions of the State Council about Deepening the Economic System Reform in 2005 (No.9 [2005] of the State Council), we hereby put forward the following opinions about the adjustment of state-owned capital and the reorganization of state-owned enterprises:
| | 国务院办公厅转发国资委关于推进国有资本调整和国有企业重组指导意见的通知
（国办发〔2006〕97号）
各省、自治区、直辖市人民政府，国务院各部委、各直属机构：
国资委《关于推进国有资本调整和国有企业重组的指导意见》已经国务院同意，现转发给你们，请认真贯彻执行。
国务院办公厅
二○○六年十二月五日
国务院国有资产监督管理委员会关于推进国有资本调整和国有企业重组的指导意见
（国资委）
近年来，国有资产管理体制改革取得重大突破，国有经济布局和结构调整取得重要进展，国有企业改革不断深化、经济效益显著提高，对完善社会主义市场经济体制、促进国民经济持续快速健康发展，发挥了重要作用。但从整体上看，国有经济分布仍然过宽，产业布局和企业组织结构不尽合理，一些企业主业不够突出，核心竞争力不强。实行国有资本调整和国有企业重组，完善国有资本有进有退、合理流动的机制，是经济体制改革的一项重大任务。为贯彻落实党的十六届三中、五中全会精神，根据《国务院关于2005年深化经济体制改革的意见》（国发[2005]9号），现就国有资本调整和国有企业重组提出以下意见：
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I. Basic Principles and Main Objectives for the Adjustment of State-owned Capital and the Reorganization of State-owned Enterprises
| | 一、国有资本调整和国有企业重组的基本原则和主要目标
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1. Basic principles: firstly, we should uphold the basic economic system under which the public ownership plays a dominant role and diverse forms of ownership develop side by side. We should firmly consolidate and develop public ownership economy, enhance the state-owned economy's controlling power, influence, driving force, bring the leading role of state-owned economy into play; firmly encourage, support and guide the development of nonpublic ownership economy, encourage and support the participation of individual, private and other nonpublic ownership economies in the adjustment of state-owned capital and the reorganization of state-owned enterprises. Secondly, we should adhere to the combination of government guidance and market regulation, and bring the fundamental role of market allocation of resources into full play. Thirdly, we should persist in strengthening supervision over state-owned assets, rigidly enforce the procedures for property right transactions and equity transfer, promote orderly flow, prevent the loss of state-owned assets and ensure the value maintenance and increase of state-owned assets. Fourthly, we should persist in safeguarding the legitimate rights and interests of workers, protect the workers' rights to know, to participate in, to monitor and to decide matters regarding enterprise reorganization, restructuring and other kinds of reform, and fully mobilize and protect the initiatives of the vast majority of workers to participate in the reform and reorganization of state-owned enterprises. Fifthly, we should persist in reinforcing the leadership, overall planning, prudent decision making and stable promotion, maintain normal production and business order of enterprises and ensure the stability of enterprises and the society.
| | （一）基本原则：一是坚持公有制为主体、多种所有制经济共同发展的基本经济制度。毫不动摇地巩固和发展公有制经济，增强国有经济的控制力、影响力、带动力，发挥国有经济的主导作用。毫不动摇地鼓励、支持和引导非公有制经济发展，鼓励和支持个体、私营等非公有制经济参与国有资本调整和国有企业重组。二是坚持政府引导和市场调节相结合，充分发挥市场配置资源的基础性作用。三是坚持加强国有资产监管，严格产权交易和股权转让程序，促进有序流动，防止国有资产流失，确保国有资产保值增值。四是坚持维护职工合法权益，保障职工对企业重组、改制等改革的知情权、参与权、监督权和有关事项的决定权，充分调动和保护广大职工参与国有企业改革重组的积极性。五是坚持加强领导，统筹规划，慎重决策，稳妥推进，维护企业正常的生产经营秩序，确保企业和社会稳定。
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2. Main objectives: we should further promote state-owned capital to concentrate on major industries and key fields relating to national security and national economic lifelines (hereinafter referred to major industries and key fields), and accelerate the formation of a batch of predominant enterprises with independent intellectual property rights, famous brands and strong international competitiveness. We should accelerate the joint-stock system reform of large state-owned enterprises, improve corporate governance structure, vigorously develop the mixed ownership economy participated in by state-owned capital, collective capital, and nonpublic capital, etc., realize the diversity of investors and make the joint-stock system the principal form of realization of public ownership. We should deregulate and revitalize the majority of medium and small-sized state-owned enterprises; up to 2008 we should basically complete the policy-oriented shut-down and bankruptcy of a batch of state-owned enterprises that are insolvent for a long time and have no hope to eliminate loss; and up to 2010 we should adjust and reorganize 80-100 enterprises for which the SASAC performs the contributor's responsibility.
| | （二）主要目标：进一步推进国有资本向关系国家安全和国民经济命脉的重要行业和关键领域（以下简称重要行业和关键领域）集中，加快形成一批拥有自主知识产权和知名品牌、国际竞争力较强的优势企业；加快国有大型企业股份制改革，完善公司法人治理结构，大力发展国有资本、集体资本和非公有资本等参股的混合所有制经济，实现投资主体多元化，使股份制成为公有制的主要实现形式；大多数国有中小企业放开搞活；到2008年，长期积累的一批资不抵债、扭亏无望的国有企业政策性关闭破产任务基本完成；到2010年，国资委履行出资人职责的企业（以下简称中央企业）调整和重组至80-100家。
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II. Main Policies and Measures
| | 二、主要政策措施
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3. Promoting the concentration of state-owned capital on major industries and key fields, enhancing the controlling power of state-owned economy, and bringing its leading role into play. Major industries and key fields mainly include: industries concerning national security, major infrastructure and important mineral resources, industries that provide essential public goods and services, as well as the key enterprises in pillar industries and high-tech industries. Relevant departments should lose no time in studying and determining specific industries and fields, and promulgating corresponding catalogues of industries and enterprises. Nonpublic ownership enterprises should be encouraged to participate in reorganization, restructuring and reconstruction of state-owned enterprises by means of merger, share holding, equity participation and other forms; the enterprises to implement controlling of state-owned capital shall implement absolute controlling and relative controlling according to the different actualities; state-owned capital that does not belong to major industries and key fields should be transferred according to the mechanism of entry-withdrawal and rational movement of state-owned capital so as to prevent loss of state-owned assets. Proceeds from transfer of state-owned assets should be used and administered in strict accordance with relevant state policies.
| | （三）推进国有资本向重要行业和关键领域集中，增强国有经济控制力，发挥主导作用。重要行业和关键领域主要包括：涉及国家安全的行业，重大基础设施和重要矿产资源，提供重要公共产品和服务的行业，以及支柱产业和高新技术产业中的重要骨干企业。有关部门要抓紧研究确定具体的行业和领域，出台相应的产业和企业目录。鼓励非公有制企业通过并购和控股、参股等多种形式，参与国有企业的改组改制改造。对需要由国有资本控股的企业，要区别不同情况实行绝对控股和相对控股；对不属于重要行业和关键领域的国有资本，按照有进有退、合理流动的原则，实行依法转让，防止国有资产流失。对国有资产转让收益，应严格按照国家有关政策规定进行使用和管理。
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4. Accelerating the joint-stock system reform of state-owned enterprises. Except the enterprises concerning national security, enterprises that should be monopolized by the state as well as the companies that engage in the management of state-owned assets, all the large state-owned enterprises should be gradually restructured into the companies with diverse shareholders. Those surviving enterprises that could not be incorporated into joint-stock companies due to various causes should increase the strength of reform and reorganization; and the work of reform and reorganization may be in the charge of parent company, state-owned asset management company or any other state-owned enterprise.
．．．．．． | | （四）加快国有企业的股份制改革。除了涉及国家安全的企业、必须由国家垄断经营的企业和专门从事国有资产经营管理的公司外，国有大型企业都要逐步改制成为多元股东的公司。对于因各种原因不能进入股份制公司的存续企业，要加大改革与重组的力度，改革重组工作可继续由母公司负责，也可交由国有资产经营管理公司等其他国有企业负责。
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