企业国有资产监督管理暂行条例 Supervision and Administration of State-owned Assets of Enterprises Tentative Regulat

ddition to the duties specified in the preceding paragraph， formulate rules and regulations and systems for the supervision and administration of the State-owned assets of enterprises.

　　Article 14　The main obligations of State-owned assets supervision and administration authorities shall be：

　　1. to promote the rational circulation and optimal distribution of State-owned assets and to promote the adjustment of the distribution and structure of the State-owned economy；

　　2. to maintain and improve the dominance and competitiveness of the State-owned economy in sectors vital to the national economy and related to national security， and to improve the overall quality of the State-owned economy；

　　3. to explore effective systems and methods of operating the State-owned assets of enterprises， to strengthen supervision and administration work of the State-owned assets of enterprises， to promote the maintenance of， and increase in， the value of the State-owned assets of enterprises， and to prevent the loss of the State-owned assets of enterprises；

　　4. to guide and promote the establishment of modern enterprise systems， improvement in the legal person governance structure and promotion of modernization of management in State-owned and State-controlled enterprises；

　　5. to respect and safeguard the right of autonomous operation of State-owned and State-controlled enterprises， to safeguard the lawful rights and interests of enterprises， to promote operation and management of enterprises in accordance with the law， and to strengthen the competitiveness of enterprises； and

　　6. to guide and coordinate the resolution of difficulties and problems encountered in the reform and development of State-owned and State-controlled enterprises.

　　Article 15　State-owned assets supervision and administration authorities shall report to the government at the same level on their work on supervision and administration of the State-owned assets of enterprises， the maintenance of and increase in the value of State-owned assets and other major matters.

　　PART THREE　ADM

INISTRATION OF THE RESPONSIBLE PERSONS OF ENTERPRISES

　　Article 16　State-owned assets supervision and administration authorities shall establish sound selection mechanisms and incentive and restraint mechanisms for responsible persons of enterprises that fulfil the requirements of modern enterprise systems.

　　Article 17　State-owned assets supervision and administration authorities shall appoint and dismiss or propose the appointment and dismissal of the responsible persons of enterprises in accordance with relevant regulations：

　　1. appoint and dismiss the general manager， deputy general manager， chief accountant and other responsible persons of wholly State-owned enterprises；

　　2. appoint and dismiss the chairman of the board of directors， the vice chairman of the board of directors and the directors of wholly State-owned companies， and propose the appointment and dismissal of the general manager， deputy general manager and chief accountant， etc. of such companies；

　　3. nominate candidates for the positions of director and supervisor of State-controlled companies， recommend candidates for the positions of chairman of the board of directors， vice chairman of the board of directors and chairman of the board of supervisors of State-controlled companies， and propose candidates for the positions of general manager， deputy general manager and chief accountant of such companies in accordance with the articles of association of the companies； and

　　4. nominate candidates for the positions of directors and supervisors of companies in which the State has an equity participation in accordance with the articles of association of the companies.

　　Where the State Council， the people's government of provinces， autonomous regions or municipalities directly under the central government， or the people's government at the level of municipalities divided into districts or autonomous prefectures has other provisions governing the appointment and dismissal of responsible persons of Funded Enterprises， the relevant provisions shall apply.

　　Article 18　State-owned assets supervision and administration authorities shall establish systems for assessment of the management performance of responsible persons of enterprises， sign a performance contract with the responsible persons of enterprises that they appoint， and conduct annual and office term assessment of the responsible persons in accordance with the performance contract.

　　Article 19　State-owned assets supervision and administration authorities shall， in accordance with relevant regulations， determine the remuneration of the responsible persons of wholly State-owned enterprises and companies among the Funded Enterprises， and shall decide on the rewards and penalties for the responsible persons that they appointed to the Funded Enterprises based on the results of the assessments.

　　PART FOUR　ADMINISTRATION OF MAJOR MATTERS OF ENTERPRISES

　　Article 20　State-owned assets supervision and administration authorities shall be responsible for guiding State-owned and State-controlled enterprises in the establishment of modern enterprise systems. They shall examine and approve plans for reorganization and reform of the share system of the wholly State-owned enterprises and companies among their Funded Enterprises and the articles of association of the wholly State-owned companies among their Funded Enterprises.

　　Article 21　State-owned assets supervision and administration authorities shall， in accordance with the statutory procedures， decide on major matters regarding wholly State-owned enterprises and companies among their Funded Enterprises such as division， merger， bankruptcy， dissolution， increase or decrease in capital and issue of corporate bonds. After a State-owned assets supervision and administration authority has examined and approved important division， merger， bankruptcy or dissolution of wholly St

ate-owned enterprises and companies， it shall report the same to the people's government at the same level for approval.

　　When， in accordance with the statutory procedures， State-owned assets supervision and administration authorities examine， verify and decide on major matters of wholly State-owned enterprises and companies among their Funded Enterprises in the sector of national defence science and technology industry， they shall perform in accordance with the relevant State laws and regulations.

　　Article 22　State-owned assets supervision and administration authorities shall， in accordance with the provisions of the Company Law， appoint shareholders' representatives and directors to attend the shareholders' meetings and board meetings of State-controlled companies and companies in which the State has an equity participation.

　　When the shareholders' meetings or board meetings of State-controlled companies and companies in which the State has an equity participation decide on major matters such as division， merger， bankruptcy， dissolution， increase or decrease in capital， issue of corporate bonds， appointment or dismissal of responsible persons of enterprises， etc.， the shareholders' representative and director appointed by the State-owned assets supervision and administration authority shall express opinions and exercise his voting rights as directed by the State-owned assets supervision and administration authority.

　　Shareholders' representatives and directors appointed by State-owned assets supervision and administration authorities shall report the details of their performance of duties to the State-owned assets supervision and administration authority in a timely manner.

　　Article 23　State-owned assets supervision and administration authorities shall decide on the assignment of State-owned equity in their Funded Enterprises. Where the assignment of all the State-owned equity or the assignment of part of the State-owned equity would result in the State no longer having the controlling interest in the enterprise， it shall be reported to the people's government at the same level for approval.

　　Article 24　In respect of major matters of major subsidiaries invested in and established by Funded Enterprises that must be reported by Funded Enterprises to the State-owned assets supervision and administration authority for approval， the procedures for administration thereof shall be formulated by the State-owned assets supervision and administration authority of the State Council separately and reported to the State Council for approval.

　　Article 25　State-owned assets supervision and administration authorities shall organize and coordinate work in regards to merger and acquisition， and bankruptcy of the wholly State-owned enterprises and companies among their Funded Enterprises in accordance with relevant State regulations， and shall coordinate with the relevant departments on work such as arrangements for laid-off staff and workers of the enterprises.

　　Article 26　State-owned assets supervision and administration authorities shall， in accordance with relevant State regulations， draw up guiding opinions on the reform of the income distribution systems of their Funded Enterprises and regulate the overall level of wage distribution in their Funded Enterprises.

　　Article 27　Subject to the approval of the State Council， wholly State-owned enterprises and companies among Funded Enterprises may enjoy the rights stipulated in Article 12 of the Company Law in the capacity of investment company or holding company specified by the State Council and the rights stipulated in Article 20 of the Company Law

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