Since the CPC Central Committee and the State Council promulgated the Guiding Opinions on Deepening the Reform of State-owned Enterprises on 20 15, the State Council and relevant departments have issued a series of documents such as Opinions on Developing the Mixed Ownership Economy of 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 mixed reform plan 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 cost of communication and implementation.

1. State-owned enterprises

Most state-owned enterprises have a long history, many business sectors and complicated equity relations. At the same time, there are quite a few state-owned enterprises with missing legal documents, imperfect financial systems and incomplete operating data. Therefore, before designing the overall plan of 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 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 agencies

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 capital management and other departments. Due to the different responsibilities and perspectives of different regulatory departments, the interpretation and judgment of the same issue may be different in the process of mixed reform of state-owned enterprises. 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 returns and pursue strategic synergy, hoping to gain greater development opportunities by actively participating in or effectively influencing corporate governance and management. For financial investors, financial returns are more important, especially private equity funds, which generally have a clear holding period and need clear exit channels (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 when different types of investors are introduced at the same time, and the difficulty of coordinating and balancing the interests and requirements of all parties will be greatly increased.

4. Mediator

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 transaction structure, looking for potential investors, assisting enterprises to negotiate with potential investors, and managing the whole project process) and the management consulting team (assisting enterprises to formulate strategic development plans, organizational control optimization plans, employee incentive plans, and retirement employee resettlement plans, etc.). ), as well as a team of lawyers (conducting legal due diligence, refining and implementing the restructuring plan, drafting and negotiating transaction documents, etc.). ), tax team (tax compliance mapping, tax restructuring plan design, tax planning, etc. ), financial audit team (audit and assets verification), statutory assets evaluation team (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 in the property rights 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 deliberate and suggest major decisions, the right to deliberate and decide major issues involving the vital interests of workers, the right to appraise 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 placement of workers, the placement plan should be reviewed and approved by the workers' congress or the workers' congress, and timely communication with the workers' congress will help 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 agreed by the organization department.

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

From the nature of the transaction, the mixed reform of state-owned enterprises mainly includes two ways: equity transfer and capital increase and share expansion. Considering your company's situation, I suggest that you increase capital and share. The method of capital increase and share expansion includes seven steps: formulating mixed reform plan, internal resolution, government approval of Share, audit/evaluation, public collection of property rights market, and signing transaction contract/registration.

1. Formulate the mixed reform/capital increase plan.

Capital increase enterprises should do a good job in the feasibility study and scheme demonstration of capital increase according to the development strategy of enterprises; After the capital increase, the number of shareholders of the enterprise must comply with the provisions of relevant state 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; Shareholders' representatives appointed by shareholders of state-owned and state-holding enterprises shall express their opinions and exercise their voting rights in accordance with the instructions of the appointed units.

Approved by the government of 3.SASAC/

The state-owned assets supervision and administration institution is 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 a 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 conduct audit and asset evaluation; When the original shareholders of a capital-increasing 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 and become shareholders of the mixed-reform enterprise.

6. Public solicitation of property rights market

Publicly solicit investors through the websites of property rights trading institutions; When there are a large number of potential investors who have passed the qualification examination, multiple rounds of selection can be made by means of bidding, competitive negotiation and comprehensive evaluation; According to the results of asset evaluation, considering the conditions and quotations of potential investors, investors are selected.

7. Sign the transaction contract and register.

After the capital increase agreement comes into effect, the property rights trading institution shall issue a trading voucher and publish the results through the website of the trading institution; Enterprises that increase their capital shall register for the 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 and securities supervision of listed companies shall be observed; Involving 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 meet the management requirements of the Industrial Guidance Catalogue and the Negative List of Foreign Investment, as well as the relevant provisions on the safety review of foreign investment.