Multi-ministerial Commission Promotes Mergers and Reorganizations in Key Industries

"Guiding Opinions on Accelerating the Merger and Reorganization of Enterprises in Key Industries" issued by the Ministry of Industry and Information Technology (2013), the provinces, autonomous regions, and municipalities directly under the Central Government of the People's Republic of China, the Industrial and Information Management Department of the Xinjiang Production and Construction Corps, the Development and Reform Commission, the Ministry of Finance (bureau), and the human resources Resources Bureau (bureau), Department of Land and Resources (Bureau), Department of Commerce (bureau), Central Bank of the People's Bank of China, State-owned Assets Supervision and Administration Bureau (SASAC), State Taxation Bureau, Local Taxation Bureau, Industry and Commerce Department, Banking Regulatory Bureau, Securities Regulatory Commission Bureau:

Promoting corporate mergers and reorganizations is an important measure for promoting industrial transformation and upgrading and accelerating the transformation of development methods. It is an inevitable choice for upgrading China’s economic international competitiveness and further perfecting the basic socialist economic system. It is conducive to improving the efficiency of resource allocation, adjusting and optimizing the industrial structure, and nurturing. To develop large corporation groups with international competitiveness. The Twelfth Five-Year Plan for National Economic and Social Development, the State Council's Opinions on Promoting Mergers and Reorganizations of Enterprises (Guo Fa [2010] No. 27), and the "Industrial Transformation and Upgrading Plan (2011-2015)" (2011) No. 47) proposed to promote the merger and reorganization of enterprises in the automobile, steel, cement, shipbuilding, electrolytic aluminum, rare earth, electronic information, and pharmaceutical industries. In order to implement the State Council's deployment requirements, we now propose the following opinions on accelerating the merger and reorganization of enterprises in key industries:

I. Guiding Principles and Basic Requirements (1) Guiding Ideology. Based on Deng Xiaoping Theory, the "****" important thought, and the scientific concept of development, with industrial restructuring as the main line, focusing on industries with significant economies of scale, persisting in market-oriented operations, giving play to the main role of enterprises, and giving full play to the guiding role of the government. Improving industrial concentration and resource allocation efficiency, enhancing international competitiveness, promoting the healthy and orderly development of key industries, and accelerating the adjustment of economic structure and the transformation of development methods.

(b) Basic requirements - Insist on market-oriented operations and give play to the main role of the enterprise. Give full play to the basic role of the market, follow the economic laws and market guidelines, respect the will of the enterprise, and voluntarily initiate mergers and reorganizations by enterprises through equal consultation.

- Improve policy measures and give play to the role of government guidance. We will improve related industry plans and policy measures and strive to create a policy environment conducive to corporate mergers and reorganizations. We will improve the corporate merger and reorganization service management system, strive to eliminate institutional obstacles to corporate mergers and reorganizations, and standardize administrative practices.

——Promote institutional innovation and speed up transformation and upgrading. Support enterprises through mergers and acquisitions to improve the governance structure, enhance technological advantages, carry out management innovation, strengthen brand building, eliminate backward production capacity, foster international competitiveness, and promote transformation and upgrading.

- Implement classified guidance and promote the coordinated development of large and medium-sized enterprises. Combining the characteristics of the industry itself and the actual situation of the enterprise, the Group will implement guidance on classification, promote fair competition and survival of the fittest among various ownership enterprises, promote the coordinated development of large and medium-sized enterprises, and form a market structure with reasonable structure, effective competition, and orderly order.

——Strengthen all-round consideration and safeguard harmony and stability of enterprises and society. Strict implementation of relevant laws and regulations and industrial policies, taking into account the interests of the state, localities, enterprises, and employees, safeguarding the lawful rights and interests of stakeholders such as creditors, debtors, and employees, and promoting the harmony and stability of enterprises and society.

Second, the main objectives and key tasks to promote mergers and reorganizations of enterprises, increase industrial concentration, promote large-scale, intensive operations, increase market competitiveness, foster a group of large-scale enterprise groups with international competitiveness, and promote the optimization and upgrading of industrial structure; further Promote enterprises to change operating mechanisms, strengthen and improve internal management, improve corporate governance structure, establish a modern enterprise system, accelerate the strategic adjustment of the layout and structure of state-owned economy, promote the development of non-public economy and small and medium-sized enterprises, and improve the use of public ownership as the main body. The basic economic system for the common development of ownership economies.

To promote the merger and reorganization of enterprises in key industries, we must take industrial policies as the guide and key areas of industrial development as the starting point, encourage large-scale and key enterprises to carry out cross-regional and cross-ownership mergers and reorganizations, encourage enterprises to extend the industrial chain through mergers and acquisitions, and form strategic alliances. Encourage companies to "go global", participate in global resource integration and operations, enhance their international operating capabilities and enhance their international competitiveness.

(a) The automotive industry. By 2015, the industry concentration of the top 10 vehicle manufacturers will reach 90%, forming 3-5 large-scale automobile enterprise groups with core competitiveness.

Promote horizontal mergers and reorganization of vehicle companies. Encourage auto companies to integrate essential resources through mergers and acquisitions, optimize product lines, reduce operating costs, improve capacity utilization, vigorously promote the development of independent brands, foster core competitiveness of enterprises, and achieve scale and intensive development.

Promote the merger and reorganization of parts and components companies. Supports key components companies to expand their scale through mergers and acquisitions, establish long-term strategic partnerships with vehicle manufacturers, develop strategic alliances, and achieve specialized division of labor and coordinated production.

Support large-scale automobile companies to extend their services to the service sector through mergers and acquisitions. Improve the automotive industry service system, with brand marketing as the main body, vigorously develop research and development, procurement, modern logistics, automotive finance, information services and business services, to achieve the integration of service industry and manufacturing development.

Support participation in global resource integration and operations. Encourage auto companies to “go global” and seize the opportunity to conduct cross-border mergers and acquisitions, optimize resource allocation globally, develop and improve global production and service networks, enhance international operating capabilities, and enhance international competitiveness.

(b) Steel industry. By 2015, the industry concentration of the top 10 iron and steel enterprise groups will reach 60%, forming 3-5 enterprise groups with core competitiveness and strong international influence, and 6-7 enterprises with strong regional market competitiveness. group.

Focus on supporting large-scale iron and steel enterprise groups to carry out cross-regional, cross-ownership mergers and reorganizations. Actively support regional advantages and mergers and acquisitions of iron and steel enterprises. Significantly reduce the number of companies and increase the concentration of the steel industry. Support the restructured steel companies to carry out technological transformation, eliminate backward production capacity, optimize regional layout, and increase market competitiveness. Encourage steel companies to participate in mergers and acquisitions of foreign steel companies.

Encourage steel companies to extend their industrial chains. The focus will be on supporting the integration of existing iron and steel enterprises in the country's existing mine resources and coking enterprises, and encouraging steel companies to reorganize domestic scrap processing and distribution companies that meet environmental protection requirements.

(c) The cement industry. By 2015, the industrial concentration of the top 10 cement companies will reach 35%, and 3-4 clinker production capacity will be more than 100 million tons. The industry chain of mines, aggregates, commercial concrete, and cement-based materials products will be complete, with core competitiveness. Internationally-influential building material enterprise group.

Focus on supporting the backbone cement companies to develop cross-regional and cross-ownership mergers and reorganizations. Adhering to the principle of intensive development, enterprises are encouraged to implement enterprises with strong and joint mergers and transformation difficulties and small and medium-sized enterprises through various means such as mergers, equity purchases, asset acquisitions, asset replacements, and debt restructurings, so as to achieve rational distribution of production capacity.

Encourage cement companies to extend the industrial chain. Encourage cement companies to merge and restructure upstream and downstream affiliates, optimize logistics distribution, and integrate the development of ready-mixed mortar, commercial concrete, and prefabricated building components industries on the basis of strengthening and expanding their main businesses. Encourage building materials enterprise groups with scientific and technological research and development advantages to integrate resources through mergers and acquisitions, industrial alliances, and other methods, integrate consulting, testing, scientific research, technology development, engineering design, installation and commissioning, and project contracting, to promote the integration of operational services and production. development of.

Support the reorganization of enterprises to integrate internal resources, and take the connotation-based development. Encourage the integration of corporate mergers and reorganizations with restructuring, restructuring, technological transformation, and strengthening management. Encourage enterprises to innovate business models and develop e-commerce.

(d) Shipbuilding industry. By 2015, the top 10 shipbuilding companies will account for more than 70% of the country's total shipbuilding volume, and have entered the top 10 of the world's shipbuilding companies with more than 5 companies. Form 5-6 general contractors of offshore engineering equipment with international influence and a group of specialized subcontractors. Form a number of brand repair companies with strong international competitiveness.

We will actively promote cross-regional, cross-industry, cross-ownership mergers and reorganizations led by large-scale backbone shipbuilding companies, optimize resource allocation, develop internationally competitive enterprise groups, and increase industrial concentration. Promote superior enterprises to expand high-end product manufacturing capabilities through mergers and acquisitions. Encourage upstream and downstream companies to form strategic alliances and integrate industrial chains. Promote backbone enterprises to conduct overseas mergers and acquisitions. Encourage small and medium-sized shipbuilding enterprises to implement differentiated competition in the segmented market, develop in the direction of “professional, refined, special, and new” and form features and brands in the advantageous areas. Guided shipboard low- and medium-speed diesel engines and deck machinery and other supporting companies will use capital and products as a link to increase professional reorganization.

(e) Electrolytic aluminum industry. By 2015, several electrolytic aluminum enterprise groups with core competitiveness and international influence will be formed. The smelting output of the top 10 companies will account for 90% of the country's total. Support enterprises with economic, technological, and managerial advantages to merge, restructure, and lag behind and support cross-regional, cross-industry, and cross-ownership mergers and reorganizations. Encourage advantageous companies to unite and actively promote the joint reorganization of upstream and downstream enterprises, encourage coal (water)-electricity-aluminum and "mine-smelting-processing-application" integrated operations, achieve scale, intensive development, and foster 3 - 5 large enterprise groups with strong international competitiveness.

(six) rare earth industry. Implementing the State Council's Several Opinions on Promoting the Sustainable and Healthy Development of the Rare Earth Industry (Gongfa [2011] No. 12), and supporting large companies to use capital as a link to vigorously promote resource integration through joint, merger, reorganization, etc. By reducing the number of rare earth mining and smelting and separating enterprises and increasing industrial concentration, an industry pattern dominated by large enterprises is basically formed.

(7) Electronic information industry. By 2015, 5-8 large-scale backbone enterprises with sales revenues of 100 billion yuan will be formed, and efforts will be made to cultivate large companies with sales revenue of 500 billion yuan. Capital-linking promotes resource integration and industrial integration, accelerating development and forming a group of transnational corporations that possess key core technologies, outstanding innovation capabilities, high brand awareness, and strong international competitiveness.

Support dragon skull enterprises to carry out mergers and acquisitions, vigorously promote industrial chain integration, improve industrial chain management and operation levels, and strengthen the overall competitiveness of the industrial chain. We will actively promote the extension of manufacturing to service, promote the integration of product manufacturing and software and information services, and integrate manufacturing and operations. We will create new products and businesses in large numbers and encourage business model innovation. Guide and accelerate the process of vertical integration of the industry chain, and promote the optimization and reorganization of resources.

(8) Pharmaceutical industry. By 2015, the sales revenue of the top 100 companies will account for more than 50% of the total sales of the industry, and the top 20 companies in the sales of essential drugs will account for 80% of the market share, and will achieve the scale and intensification of basic drug production. Encourage upstream and downstream integration between R&D and production, raw material drugs and preparations, Chinese herbal medicines and Chinese patent medicine companies, improve the industrial chain, and increase the efficiency of resource allocation. Encourage strong enterprises of similar products to merge with other advantageous enterprises, promote the concentration of resources to advantageous enterprises, realize large-scale and intensive operations, and increase industrial concentration. Cultivate and form a group of large-scale enterprise groups with international competitiveness and strong leading role in the development of the industry.

(9) Leading enterprises of agricultural industrialization. Implementing the "Opinions of the State Council on Supporting the Development of Leading Enterprises in Agricultural Industrialization" (GF [2012] No. 10), supporting leading enterprises in agricultural industrialization to form large-scale enterprise groups through mergers, acquisitions, acquisitions, and holdings. Cultivate and grow leading enterprises and build a group of large-scale leading enterprises with strong independent innovation capability, high processing level, and leading position in the industry. Guide leading enterprises to concentrate on advantageous production areas, form a group of leading enterprise clusters with complementary functions, complementary functions, and close links, nurture and expand regional leading industries, and enhance the strength of regional economic development.

III. Actively guide enterprises to carry out mergers and reorganizations steadily. (1) Scientifically formulate programs. Guide enterprises in accordance with their own development strategy planning, in accordance with national industrial policy requirements, determine the merger and reorganization of target companies. The selection of target enterprises must be conducive to complementing the advantages of resources and help maximize the synergy of resources. Combine the macroeconomic situation with the industry and the company, do a due diligence, conduct serious investigations and discussions, and formulate mergers and reorganization plans scientifically.

(B) strengthen risk prevention and control. Enterprises must implement mergers and reorganizations in a planned and planned manner, conduct in-depth studies of possible contradictions and problems in mergers and acquisitions, and attach great importance to the risks faced by enterprises in mergers and acquisitions in the areas of market, finance, and staff placement, as well as the risks in cross-border mergers and acquisitions. Strengthen risk management, identify risk factors, assess risk intensity, properly formulate corresponding countermeasures and measures, and establish a sound risk management system.

(c) Strengthen the integration after reorganization. Enterprises should attach great importance to the integration of various factor resources after reorganization and strengthen the integration of personnel, culture, and management. Taking mergers and reorganizations as an opportunity, it deepened the reform of the management system, actively carried out the reform of the company system and joint-stock system, and further improved the corporate governance structure. Combining with reality, we will carry out business process reengineering in such areas as personnel, finance, procurement, sales, production, and research and development, optimize the allocation of production factors such as land, capital, technology, and talent, and innovate management models to achieve complementary advantages and deep integration.

(d) Strengthen organization and coordination. All regions should, in accordance with the actual establishment of a coordination mechanism for mergers and reorganizations of enterprises, strengthen the organizational leadership of mergers and reorganizations of enterprises, and coordinate and coordinate the merger and reorganization of enterprises in the region. The local industrial and informatization authorities should take the lead and strengthen cooperation with development and reform, finance, human resources, land and resources, commerce, the People's Bank of China, state-owned assets, taxation, industry and commerce, banking supervision, and securities and other departments. Solve the practical problems faced by mergers and reorganization companies and actively promote the merger and reorganization of enterprises in the region. Give full play to the role of the coordination mechanism, conduct in-depth investigations and studies, work hard to solve problems in mergers and acquisitions of enterprises, and promptly reflect issues that require the coordination of resolutions by relevant state agencies. The Ministry of Industry and Information Technology will actively coordinate with relevant departments to solve problems reported by various localities. In accordance with the actual situation, each region can select the priority industries supported by the region to merge and reorganize key industries and study the introduction of specific support policies.

(v) Implementation of policy measures. All regions must conscientiously implement the State Council's Opinions on Promoting the Merger and Reorganization of Enterprises, as well as policies and measures to promote mergers and acquisitions in finance, taxation, financial services, creditor's rights and debts, employee placement, land and mineral resources allocation, and support enterprises in their development. Mergers and acquisitions. Local departments of industry and informationization, development and reform, finance, human resources, land and resources, commerce, state-owned assets, and industry and commerce should combine the actual conditions in the region, study and introduce specific measures to promote mergers and acquisitions, and give priority to supporting mergers and reorganizations. Technological transformation encourages enterprises to strengthen and innovate management and enhance their overall competitiveness. For enterprises that have eliminated backward production capacity through mergers and acquisitions, the central government has given priority support to eliminating outdated production capacity incentive funds and increased incentives.

(6) To create a good environment. Adhere to market-oriented operations, fully respect the wishes of enterprises, fully mobilize the enthusiasm of enterprises, guide and encourage companies to voluntarily conduct mergers and acquisitions independently. Carefully clean up, revise, and repeal various policies, regulations, and practices that are unfavorable to the merger and reorganization of enterprises. In particular, we must resolutely abolish the regulations that local companies have imposed on themselves to restrict the implementation of mergers and acquisitions by companies in other regions. Actively explore cross-regional enterprise mergers and reorganizations of inter-regional benefit-sharing mechanisms. Under the premise of not violating the relevant national policies, the region can sign agreements on the sharing of fiscal and taxation profits after the merger and reorganization of enterprises according to the scale and profitability of the company's assets, properly address the issue of attribution of statistical data such as added value after mergers and acquisitions, and realize enterprises. Mergers and reorganizations share results.

(seven) good management services. The relevant departments in various regions must urge enterprises to strictly enforce the relevant laws, regulations and national industrial policies for mergers and reorganizations, standardize operating procedures, strengthen information disclosure, prevent and control insider trading, and prevent moral hazard. Encourage foreign capital to participate in restructuring, mergers and acquisitions of domestic enterprises by means of equity participation, mergers and acquisitions, and strengthen the review and maintenance of domestic enterprises for foreign capital mergers and acquisitions. For the merger and reorganization of enterprises that meet the statutory reporting standards of the operators, the operators shall conduct centralized anti-monopoly review. All regions must strengthen guidance services for mergers and acquisitions of enterprises, study and formulate suggestions for promoting the implementation of mergers and reorganizations of enterprises in the region, and combine mergers and acquisitions with enterprise restructuring, management innovation, technological transformation, elimination of backwardness, and so on. Widen the channels for mergers and reorganizations of information exchanges and establish a public service platform for mergers and acquisitions. Promote the professionalization and standardization of corporate mergers and acquisitions intermediary services, and focus on introducing and training specialized personnel who are familiar with corporate mergers and acquisitions, especially cross-border mergers and acquisitions, and actively provide enterprises with market information, strategic consulting, legal advice, financial advisors, land valuation, and assets. Assessment services, property rights transactions, intermediaries, independent audits, and corporate management services. We will conscientiously do a good job of summarizing and promoting typical experiences and step up publicity and guidance.