The General Office of the CPC Central Committee and The General Office of the State Council issue the Guiding Opinions on Strengthening the Restraint of State-owned Enterprises' Assets and Liabilities
The full text of the Guiding Opinions on Strengthening the Restraint of Assets and Liabilities of State-owned Enterprises is as follows:
The following guidelines are proposed.
I. General requirements
1. Overall objectives. Strengthening the asset and liability constraints of state-owned enterprises is an important measure to fight the battle against major risks. It is necessary to establish and improve the asset-liability restraint mechanism of state-owned enterprises, strengthen supervision and management, and promote the asset-liability ratio of highly indebted state-owned enterprises to return to a reasonable level as soon as possible, and promote the average asset-liability ratio of state-owned enterprises to reduce by about 2 percentage points by the end of 2020 compared with the end of 2017, after which the asset-liability ratio of state-owned enterprises is basically maintained at the average level of enterprises of the same size in the same industry.
(2) Basic principles
-- Adhering to the combination of comprehensive coverage and classified management. All industries and all types of state-owned enterprises are subject to the asset-liability constraint management system. At the same time, according to the characteristics of assets and liabilities in different industries, set up the asset and liability constraint index standards of state-owned enterprises in different industries. Highlight the focus of supervision, and take appropriate control measures according to the risk level of state-owned enterprises that exceed the constraint index standards, combined with the development stage of the enterprises, and on the basis of comprehensive evaluation of various financial indicators and business development prospects of the enterprises. We will strictly control the asset-liability ratio of state-owned enterprises in industries with excess production capacity, and appropriately and flexibly control the asset-liability ratio of state-owned enterprises in strategic emerging industries, innovation and entrepreneurship that are conducive to economic transformation and upgrading.
-- Combining improving internal governance with strengthening external constraints. Strengthening the restraint of assets and liabilities of state-owned enterprises should be organically combined with deepening the reform of state-owned enterprises, establishing a modern enterprise system, optimizing the corporate governance structure, and establishing a sound long-term mechanism. At the same time, we will strengthen external constraints on soes' assets and liabilities by strengthening assessment, enhancing the authenticity and transparency of enterprises' financial affairs, and reasonably restricting debt financing and investment.
-- Combining improved quality and efficiency with policy support. All relevant parties should take the initiative to further clarify the goals, steps and methods of reducing the asset-liability ratio of highly indebted state-owned enterprises in accordance with the overall objectives and requirements, and complete the deadline. State-owned enterprises should continue to improve quality and efficiency, practice internal skills, enhance their capital strength by expanding business accumulation, and continuously reduce the asset-liability ratio on the premise of strictly preventing the loss of state-owned assets. At the same time, we will create a sound policy and institutional environment for reducing the asset-liability ratio of highly indebted state-owned enterprises, improve the capital replenishment mechanism, expand equity financing, support the revitalization of existing assets, and carry out debt restructuring and market-based debt-to-equity swaps in a steady and orderly manner.
Second, classification and determination of state-owned enterprise assets and liabilities constraint index standards
The asset-liability constraint of state-owned enterprises is based on the asset-liability ratio as a constraint index, and different industries and different types of state-owned enterprises are classified and dynamically adjusted. In principle, the average asset-liability ratio of all enterprises above the size of the industry in the previous year is the base line, the base line plus 5 percentage points is the early warning line of the asset-liability ratio of the current year, and the base line plus 10 percentage points is the key supervision line of the asset-liability ratio of the current year. The early warning line and key supervision line of the asset-liability ratio of state-owned enterprise groups in the consolidated statements may be determined by the relevant state-owned assets management department according to the composition of the main business, the level of development and the classification supervision requirements. The early warning line and key supervision line of the enterprise asset-liability ratio of special industries such as postal service and railway or industries where statistical data cannot be obtained shall be determined by the relevant state-owned assets management department according to the national policy orientation, industry situation and reference to international experience.
For central enterprises whose responsibilities as investors are performed by the SASAC of The State Council, the asset-liability ratio control work shall continue to implement the current requirements and be adjusted and improved in practice. The asset liability constraint of financial state-owned enterprises shall be implemented in accordance with the existing management system and standards.
Third, we will improve the self-restraint mechanism for soes' assets and liabilities
1. Set the level of asset-liability ratio and the structure of assets and liabilities properly. State-owned enterprises should strengthen the planning and management of capital structure in accordance with the corresponding early-warning line and key supervision line of asset-liability ratio, taking into account market prospects, cost of capital, profitability, asset liquidity and other factors, and reasonably set the asset-liability ratio and asset-liability structure of enterprises, so as to maintain financial soundness and competitiveness.
2. Strengthen daily management of asset and liability constraints. The management of soes should faithfully and diligently perform their duties, prudently carry out business activities such as debt financing, investment, expenditure and external guarantees, prevent excessive accumulation of interest-bearing liabilities and contingent liabilities, and ensure that the asset-liability ratio is maintained at a reasonable level. In the annual board of directors or shareholders (general) meeting, the asset and liability status and future asset and liability plan should be made special explanation, and in accordance with the standard corporate governance procedures, submitted to the board of directors or shareholders (general) meeting for consideration. When the enterprise may or has been in substantial financial difficulties, it shall promptly and proactively inform the relevant creditors of the relevant situation, negotiate with the relevant creditors in accordance with the law and regulations, and prudently dispose of the relevant debts in a classified manner.
(3) Strengthen the restraint of state-owned enterprise group companies on the assets and liabilities of their subsidiaries. The state-owned enterprise group company shall reasonably determine the level of the asset-liability ratio of the subsidiary enterprise according to the industry in which the subsidiary enterprise is located and the requirements of the asset-liability ratio control index of the state-owned enterprise, and incorporate the asset-liability constraint of the subsidiary enterprise into the assessment system of the group company to ensure that the subsidiary enterprise strictly implements it. State-owned enterprise group companies should further strengthen the asset, financial and business independence of their subsidiaries, and reduce the risk transmission between parent and subsidiary enterprises, subsidiaries and subsidiaries.
4. Enhancing endogenous capital accumulation capacity. State-owned enterprises should firmly establish new development concepts, focus on improving the quality and efficiency of development, strive to improve the level of operation and management, further clarify and focus on the main business slimming down and healthy health, improve productivity through innovation, enhance the profitability of enterprises, improve the return on assets and capital, and provide sustainable endogenous capital for the development of enterprises.
Fourth, strengthen the external restraint mechanism of state-owned enterprises' assets and liabilities
(1) Establish a scientific and standardized enterprise assets and liabilities monitoring and early warning system. Relevant state-owned asset management departments should establish an enterprise asset liability monitoring and early warning system with the asset-liability ratio as the core and the indicators of enterprise growth, efficiency and solvency as the auxiliary. For state-owned enterprises whose asset-liability ratio exceeds the early-warning line and key supervision line, relevant state-owned assets management departments shall comprehensively analyze the characteristics of the industry in which the enterprise is located, the development stage, the debt type structure such as interest-bearing liabilities and operational liabilities, and the debt maturity structure such as short-term liabilities and medium and long-term liabilities. As well as profit before interest and tax, interest cover multiple, current ratio, quick ratio, net cash flow from operating activities and other indicators, scientific assessment of their debt risk situation, and according to the degree of risk, list of key concern and key supervision enterprises, and continuous monitoring of their debt risk situation.
2. Establishing a mechanism for highly indebted enterprises to reduce their asset-liability ratio within a specified period. For state-owned enterprises included in the list of key supervision enterprises, the relevant state-owned assets management department shall clarify the goal and time limit of reducing the asset-liability ratio, and be responsible for supervising the implementation. Domestic and foreign investment that pushes up the asset-liability ratio must not be carried out, major investments must undergo special approval procedures, strict management of high-risk businesses, and significantly reduce various expenses. In accordance with the principle of market-oriented rule of law, combined with business restructuring, quality and efficiency improvement, we actively reduce the debt level of enterprises by optimizing the debt structure, carrying out equity financing, implementing market-oriented debt-for-equity swaps, and legal bankruptcy.
3. Improve the assessment and guidance of asset and liability constraints. Relevant state-owned assets management departments should strengthen process supervision and inspection, and reduce leverage and debt reduction effectiveness
Fourth, strengthen the external restraint mechanism of state-owned enterprises' assets and liabilities
(1) Establish a scientific and standardized enterprise assets and liabilities monitoring and early warning system. Relevant state-owned asset management departments should establish an enterprise asset liability monitoring and early warning system with the asset-liability ratio as the core and the indicators of enterprise growth, efficiency and solvency as the auxiliary. For state-owned enterprises whose asset-liability ratio exceeds the early-warning line and key supervision line, relevant state-owned assets management departments shall comprehensively analyze the characteristics of the industry in which the enterprise is located, the development stage, the debt type structure such as interest-bearing liabilities and operational liabilities, and the debt maturity structure such as short-term liabilities and medium and long-term liabilities. As well as profit before interest and tax, interest cover multiple, current ratio, quick ratio, net cash flow from operating activities and other indicators, scientific assessment of their debt risk situation, and according to the degree of risk, list of key concern and key supervision enterprises, and continuous monitoring of their debt risk situation.
2. Establishing a mechanism for highly indebted enterprises to reduce their asset-liability ratio within a specified period. For state-owned enterprises included in the list of key supervision enterprises, the relevant state-owned assets management department shall clarify the goal and time limit of reducing the asset-liability ratio, and be responsible for supervising the implementation. Domestic and foreign investment that pushes up the asset-liability ratio must not be carried out, major investments must undergo special approval procedures, strict management of high-risk businesses, and significantly reduce various expenses. In accordance with the principle of market-oriented rule of law, combined with business restructuring, quality and efficiency improvement, we actively reduce the debt level of enterprises by optimizing the debt structure, carrying out equity financing, implementing market-oriented debt-for-equity swaps, and legal bankruptcy.
3. Improve the assessment and guidance of asset and liability constraints. Relevant state-owned asset management departments should strengthen process supervision and inspection, and take the effect of reducing leverage and debt as an important part of enterprise assessment and evaluation. For enterprises listed in the list of enterprises with key attention and key supervision, the enterprise asset-liability ratio should be included in the scope of annual business performance assessment, give full play to the guiding role of assessment, and urge enterprises to implement the requirements of asset liability control.
(4) Strengthen financial institutions to coordinate constraints on high-debt enterprises. For state-owned enterprises whose asset-liability ratio exceeds the early-warning line, relevant financial institutions should strengthen loan information sharing, find out the situation of off-balance sheet financing, external guarantees and other hidden liabilities of enterprises, comprehensively and prudently assess their credit risks, and reasonably determine loan conditions such as interest rates, collateral and guarantees according to the risk situation. For state-owned enterprises listed in the list of enterprises of key concern or whose asset-liability ratio exceeds the key regulatory line, new debt financing should in principle be carried out through joint credit extension by financial institutions, which jointly determine the credit limit of enterprises, avoid disorderly competition and excessive credit extension of financial institutions, and strictly control new debt financing. For state-owned enterprises listed in the list of key supervision enterprises, financial institutions are not allowed to raise new debt financing in principle.
(5) Strengthen the joint punishment mechanism for financial dishonesty of enterprises. We will strengthen the review and oversight of the authenticity and transparency of corporate finance. The person in charge of the state-owned enterprise is fully responsible for the financial authenticity of the enterprise, to ensure that the enterprise does not falsify assets to hide debts, and the financial information is true and reliable. Accounting firms and other professional intermediaries shall issue audit reports in strict accordance with accounting standards to objectively and accurately reflect the assets and liabilities of enterprises. Strengthen the construction of the social credit system, improve the joint punishment mechanism for financial dishonesty of enterprises, include illegal enterprises, intermediary institutions and relevant responsible personnel in the list of dishonest people, and strictly investigate their responsibilities in accordance with the law and regulations, and increase penalties.
5. Supporting measures to strengthen asset and liability constraints of state-owned enterprises
(1) Clarify the boundary between government debt and corporate debt. We will resolutely stop local governments from increasing hidden debt in the form of corporate debt. Local governments and their departments are strictly prohibited from borrowing debt through state-owned enterprises in violation of laws and regulations, and State-owned enterprises are strictly prohibited from providing financing to local governments in violation of laws and regulations or cooperating with local governments in disguised borrowing; State-owned enterprises that provide financing in violation of laws or regulations or cooperate with local governments in disguised borrowing shall bear corresponding responsibilities according to law. We will put all types of funds and assets to good use through a variety of channels, actively yet prudently resolve the outstanding hidden debts of local governments in the form of corporate debt, and protect the legitimate rights and interests of state-owned enterprises. We will further improve the mechanism for protecting the legitimate rights and interests of state-owned enterprises in participating in national or local development strategies and undertaking public services. Governments at all levels and social organizations should strictly implement policies to reduce the burden on enterprises. Under normal circumstances, state-owned enterprises should not be forced to bear the responsibility for public welfare expenditures that should be borne by the government or social organizations. If a state-owned enterprise undertakes the undertaking voluntarily, it shall strictly implement the corresponding decision-making procedures. We will accelerate the separation and transfer of the "three supply and one industry", reduce the burden of state-owned enterprises in running social affairs, and help solve problems left over from the history of state-owned enterprises.
2. Supporting soes in putting existing assets to work to improve their debt structure State-owned enterprises are encouraged to realize the flow of idle assets by means of leasing, cooperative utilization, resource reallocation, asset replacement or sale, so as to improve the efficiency of asset use and optimize resource allocation. Encourage state-owned enterprises to integrate internal resources, integrate and liquidated assets related to the main business into the main business sector, improve the utilization level of stock assets, and improve the operating efficiency of enterprises. We will encourage state-owned enterprises to strengthen centralized management of funds, strengthen internal financing, and improve the efficiency of their use of funds. We will support state-owned enterprises in revitalizing intangible assets such as land use rights, exploration rights, and mining rights to fully realize their market value. We will actively support state-owned enterprises in carrying out asset securitization business based on enterprise accounts receivable, lease rights and other property rights, infrastructure, commercial property and other real property or property rights and interests in accordance with the principles of true sale and bankruptcy isolation. We will promote the liquidation of debts of state-owned enterprises, reduce ineffective occupation, and speed up capital turnover. On the premise that risks are under control, state-owned enterprises are encouraged to use the bond market to increase the proportion of direct financing and optimize the corporate debt structure.
3. Improving the mechanism for replenishing state-owned enterprises' capital through multiple channels. On the premise of increasing operational efficiency, we will further improve the mechanism for replenishing capital with retained profits of state-owned enterprises. In combination with the improvement of the strategic layout of the state-owned economy, the dynamic management of state-owned capital has been achieved, and the state-owned capital withdrawn from industries with excess capacity will be used to supplement the capital of state-owned enterprises in urgently needed industries and fields. Give full play to the role of state-owned capital operation budget funds, and after gradually solving the problems left over from the history of enterprises and related reform costs, more capital will be invested in important industries and key areas that are related to national security and the lifeblood of the national economy. Make full use of state-owned capital to invest and operate companies, and absorb social funds into capital. We will actively promote mixed-ownership reform and encourage state-owned enterprises to attract private capital through share transfer, capital increase, joint ventures and cooperation. Encourage state-owned enterprises to fully conduct equity financing through multi-level capital markets, guide state-owned enterprises to raise equity funds through private equity investment funds, and expand the scale of equity financing. We will support state-owned enterprises in raising financing through the combination of stocks and bonds and linking investment and lending to effectively control debt risks. We will encourage state-owned enterprises to create conditions for market-based debt-to-equity swaps through voluntary reform and restructuring.
4. Actively promoting the merger and reorganization of State-owned enterprises. We will support the cultivation of high-quality state-owned enterprises through mergers and reorganizations. We will encourage cross-regional mergers and reorganizations of state-owned enterprises. Strengthen the joint reorganization of state-owned enterprises in industries with low industrial concentration and prominent homogenous competition. All types of investors are encouraged to participate in the merger and reorganization of state-owned enterprises through equity investment funds, venture capital funds, industrial investment funds, etc.
(5) Bankruptcy of state-owned enterprises in accordance with laws and regulations. Give full play to the important role of enterprise bankruptcy in resolving debt conflicts, fairly guaranteeing the rights of all parties, and optimizing resource allocation. We will support state-owned enterprises in carrying out bankruptcy liquidation in accordance with the law of "zombie subsidiaries" that have no hope of recovering losses and have lost their prospects for survival and development. For sub-enterprises that meet the conditions for bankruptcy but still have prospects for development, creditors and state-owned enterprises are supported in restructuring their debts in accordance with the bankruptcy reorganization procedure of the court or through independent consultation. We will implement bankruptcy reorganization or liquidation in accordance with the law for severely insolvent local government financing platform companies, resolutely prevent "too big to fail", and resolutely prevent risks from accumulating and forming systemic risks. At the same time, it is necessary to do a good job in maintaining social stability related to enterprise bankruptcy.
6. Strengthen the organization and implementation of asset and liability constraints of state-owned enterprises
1. Defining various types of responsibility subjects. State-owned enterprises are the first responsible subjects for implementing asset and liability constraints. In accordance with the requirements of these Guidelines, it is necessary to clarify the control target of enterprise asset and liability ratio, deepen internal reform, strengthen self-restraint, effectively prevent debt risks, strictly prevent the loss of state-owned assets, and ensure the sustainable operation of enterprises. Relevant financial institutions should prudently assess the debt financing needs of soes in light of their assets and liabilities and operations, balance the proportion of equity and debt financing, strengthen post-loan management, carry out debt restructuring, and help enterprises prevent and defuse debt risks in a timely manner. For the state-owned enterprises and their principal persons whose asset-liability ratio exceeds the reasonable level for a long time due to the ineffective implementation of these guidelines and imprudent business behavior, the relevant departments shall increase the efforts to investigate the responsibility. For the state-owned enterprises that practice fraud in the implementation of these Guidelines, the relevant departments shall give strict and heavy punishments to the main responsible persons and the persons directly responsible.
(2) Establish departmental information sharing and public supervision and restraint mechanisms. The relevant state-owned assets management departments shall report the enterprises and their debt risk status that are included in the list of enterprises of key concern and key supervision to the Office of the Inter-Ministerial Joint Conference on actively and steadily reducing the enterprise leverage ratio (hereinafter referred to as the Joint Conference), and the Joint Conference Office shall inform the relevant departments to provide the necessary basic information for the relevant departments to carry out their work. The relevant state-owned asset management departments at all levels shall disclose the early warning line and key supervision line of the asset-liability ratio of various enterprises and the financial information of enterprises that should be disclosed in accordance with the regulations to the public through the media such as "Credit China" and accept social supervision.
(3) Strengthen the organization and coordination of the implementation of soes' assets and liabilities constraints. Relevant state-owned assets management departments at all levels shall, in accordance with the objectives and constraint standards for reducing the asset-liability ratio of state-owned enterprises determined in these Guidelines, decompose and implement, refine requirements, strengthen guidance, and strictly assess, and timely report the relevant situation to the Joint Conference Office. Audit departments at all levels should independently carry out audit supervision in accordance with the law, and promote the implementation of asset and liability constraints on state-owned enterprises. The relevant financial management departments shall further clarify the rules in accordance with these Guiding Opinions and strengthen the business guidance and supervision of financial institutions. When reporting to the Standing Committee of the National People's Congress at the corresponding level on the management of state-owned assets, governments at all levels shall report on the assets and liabilities of state-owned enterprises and the control of the asset-liability ratio. The joint meeting should strengthen organizational leadership, overall coordination, inspection and supervision, and supervision and accountability to ensure that state-owned enterprises achieve effective results in reducing the asset-liability ratio. Major issues should be reported to the Party Central Committee and The State Council in a timely manner.