(Adopted at the Fifth Meeting of the Standing Committee of the Eleventh National People's Congress on October 28, 2008, Promulgated by Order No. 5 of the President of the People's Republic of China on October 28, 2008, and effective as of May 1, 2009)
Chapter I General Provisions Chapter II Institutions performing the Duties of Investors Chapter III State-Funded Enterprises Chapter IV Selection and Assessment of managers of State-funded enterprises Chapter V Major Matters relating to the rights and interests of investors of State-owned assets Chapter VI Budget of State-owned Capital Operation Chapter VII Supervision of State-owned Assets Chapter VIII Legal Responsibilities Chapter IX Supplementary Provisions
Chapter I General provisions
Article 1 This Law is enacted with a view to safeguarding the basic economic system of the State, consolidating and developing the state-owned economy, strengthening the protection of state-owned assets, giving full play to the leading role of the state-owned economy in the national economy and promoting the development of the socialist market economy。
Article 2 The state-owned assets of enterprises (hereinafter referred to as state-owned assets) as used in this Law refer to the rights and interests formed by the State in various forms of investment in enterprises。
Article 3 State-owned assets shall be owned by the State, that is, by the whole people。The State Council exercises ownership of state-owned assets on behalf of the State。
Article 4 The State Council and the local people's governments shall, on behalf of the State, respectively, perform the functions and rights of investors and enjoy the rights and interests of investors in respect of state-funded enterprises in accordance with the provisions of laws and administrative regulations。The State Council shall, on behalf of the State, perform the functions of investor in the large state-funded enterprises designated by The State Council as having a bearing on the lifeline of the national economy and national security, in the fields of important infrastructure and important natural resources。For other state-funded enterprises, local people's governments shall perform the functions and responsibilities of investors on behalf of the State。
Article 5 The term "state-funded enterprises" as used in this Law refers to wholly state-owned enterprises, wholly state-owned companies, state-owned capital holding companies and state-owned capital equity companies funded by the state。
Article 6 The State Council and the local people's governments shall, in accordance with the principles of separating government functions from enterprises, separating the functions of public management from those of investors of state-owned assets, and not interfering in the independent operation of enterprises according to law, perform the duties of investors according to law。
Article 7 The State shall take measures to promote the concentration of state-owned capital in important industries and key fields related to the lifeblood of the national economy and national security, optimize the layout and structure of the state-owned economy, promote the reform and development of state-owned enterprises, improve the overall quality of the state-owned economy and enhance its control and influence。
Article 8 The State shall establish and improve the management and supervision system of state-owned assets in accordance with the requirements of the development of the socialist market economy, establish and improve the evaluation system of maintaining and increasing the value of state-owned assets and the accountability system, and implement the responsibility of maintaining and increasing the value of state-owned assets。
Article 9 The State establishes and improves the management system of state-owned assets。Specific measures shall be formulated in accordance with the provisions of The State Council。
Article 10 State-owned assets shall be protected by law and may not be infringed upon by any unit or individual。
Chapter II Institutions performing the duties of investors
Article 11 The state-owned assets supervision and administration institution under The State Council and the state-owned assets supervision and administration institution established by the local people's governments in accordance with the provisions of The State Council shall, on behalf of the people's governments at the corresponding level, perform the functions and responsibilities of investors in state-funded enterprises in accordance with the authorization of the people's governments at the corresponding level。The State Council and local people's governments may, where necessary, authorize other departments and institutions to perform the functions and responsibilities of investors in state-funded enterprises on behalf of the people's governments at the same level。The institutions and departments that perform the duties of investors on behalf of the people's governments at the same level are hereinafter referred to as the institutions that perform the duties of investors。
Article 12 Institutions that perform the functions of investors shall, on behalf of the people's governments at the same level, enjoy the rights of investors of state-funded enterprises in accordance with the law, such as asset gains, participation in major decisions and selection of managers。Institutions performing the functions and responsibilities of investors shall, in accordance with the provisions of laws and administrative regulations, formulate or participate in the formulation of the articles of association of state-funded enterprises。The institutions performing the functions and responsibilities of investors shall report to the people's governments at the corresponding level for approval the major matters required by laws, administrative regulations and the people's governments at the corresponding level to perform the functions and responsibilities of investors。
Article 13 The shareholders' representatives appointed by the institutions performing the functions of investors shall attend the shareholders' meetings and general meetings held by state-owned capital holding companies and state-owned capital participating companies,Proposals shall be made, opinions expressed and voting rights exercised in accordance with the instructions of the appointing authority,And promptly report the performance of their duties and results to the appointing authority。
Article 14 Institutions that perform the duties of investors shall perform the duties of investors in accordance with laws, administrative regulations and the articles of association of enterprises, protect the rights and interests of investors, and prevent losses of state-owned assets。Institutions performing the duties of investors shall safeguard the rights enjoyed by enterprises as market subjects in accordance with the law, and shall not interfere with the business activities of enterprises except for performing the duties of investors in accordance with the law。
Article 15 Institutions that perform the duties of investors are responsible to the people's governments at the same level, report to the people's governments at the same level on the performance of the duties of investors, accept the supervision and assessment of the people's governments at the same level, and are responsible for the preservation and appreciation of state-owned assets。Institutions performing the functions of investors shall, in accordance with the relevant provisions of the State, regularly report to the people's government at the same level the aggregate analysis of the total amount, structure, changes and income of state-owned assets。
Chapter III State-owned enterprises
Article 16 A state-funded enterprise shall, in accordance with laws, administrative regulations and the articles of association of the enterprise, have the right to possess, use, benefit from and dispose of its movable, immovable and other property。The autonomy in operation and other lawful rights and interests enjoyed by state-funded enterprises shall be protected by law。
Article 17 In engaging in business activities, enterprises funded by the State shall abide by laws and administrative regulations, strengthen management and improve economic returns, accept management and supervision by the people's government and its relevant departments and agencies in accordance with law, accept supervision by the public, assume social responsibilities and be responsible to their investors。State-funded enterprises shall establish and improve the corporate governance structure, establish and improve the internal supervision and management and risk control system。
Article 18 A state-funded enterprise shall, in accordance with laws, administrative regulations and the provisions of the financial department under The State Council, establish and improve financial and accounting systems, set up accounting books, conduct accounting, and provide truthful and complete financial and accounting information to its investors in accordance with laws, administrative regulations and the articles of association of the enterprise。A state-funded enterprise shall distribute profits to its investors in accordance with laws, administrative regulations and the articles of association of the enterprise。
Article 19 A wholly state-owned company, a state-owned capital holding company or a state-owned capital equity company shall establish a board of supervisors in accordance with the Company Law of the People's Republic of China。A wholly state-owned enterprise shall be composed of a board of supervisors appointed by the institution performing the duties of investor in accordance with the provisions of The State Council。The board of supervisors of a state-funded enterprise shall, in accordance with laws, administrative regulations and the articles of association of the enterprise, supervise the performance of their duties by the directors and senior managers and supervise and inspect the financial affairs of the enterprise。
Article 20 A state-funded enterprise shall, in accordance with the provisions of the law, exercise democratic management through a staff and workers' congress or other forms。
Article 21 A state-funded enterprise shall, in accordance with the law, enjoy the rights of its investors, such as asset gains, participation in major decisions and selection of managers。A state-funded enterprise shall, in accordance with the provisions of laws and administrative regulations, establish an internal supervision, management and risk control system with clear powers and responsibilities and effective checks and balances to safeguard the rights and interests of its investors by formulating or participating in the formulation of the articles of association of the invested enterprise。
The fourth chapter is the selection and assessment of managers of state-funded enterprises
Article 22 The institutions performing the functions and responsibilities of investors shall be governed by laws, administrative regulations and the articles of association of the enterprise,(1) To appoint or remove the manager, deputy managers, the person in charge of finance and other senior management personnel of a wholly state-owned enterprise;(2) To appoint or remove the chairman, vice-chairman, directors, chairman of the board of supervisors and supervisors of a wholly state-owned company;(3) To propose candidates for directors and supervisors to the shareholders' meetings and shareholders' meetings of state-owned capital holding companies and state-owned capital participating companies。The directors and supervisors of a state-funded enterprise who should be representatives of the employees shall be democratically elected by the employees in accordance with the provisions of relevant laws and administrative regulations。
Article 23 Directors, supervisors and senior managers appointed or proposed to be appointed by institutions performing the functions and responsibilities of investors,(1) Having a good conduct;(2) Having the professional knowledge and working ability that meet the requirements of the position;(3) having the physical condition to perform his duties normally;(4) Other conditions provided for by laws and administrative regulations。Where a director, supervisor or senior manager fails to comply with the provisions of the preceding paragraph during his term of office or is prohibited from serving as a director, supervisor or senior manager of the Company as provided for in the Company Law of the People's Republic of China, the institution performing the functions and responsibilities of the investor shall remove him or make suggestions for his removal according to law。
Article 24 The institution performing the functions and responsibilities of the investor shall inspect the candidates for the appointment or proposed appointment of directors, supervisors and senior managers in accordance with the prescribed conditions and procedures。Those who pass the inspection shall be appointed or suggested to be appointed in accordance with the prescribed limits of authority and procedures。
Article 25 Without the consent of the institution performing the functions and responsibilities of the investor, the directors and senior managers of a wholly state-owned enterprise or a wholly state-owned company shall not take up part-time jobs in other enterprises。Without the consent of the shareholders' meeting or the shareholders' meeting, the directors and senior managers of the state-owned capital holding company or the state-owned capital participating company may not take up part-time jobs in other enterprises engaged in similar business。Without the consent of the institution performing the functions and responsibilities of the investor, the chairman of the board of directors of the wholly state-owned company may not concurrently serve as the manager。Without the approval of the shareholders' meeting or the shareholders' meeting, the chairman of the board of directors of a state-owned capital holding company may not concurrently serve as the manager。No director or senior manager shall serve concurrently as a supervisor。
Article 26 Directors, supervisors and senior managers of state-funded enterprises,Laws, administrative regulations and the articles of association of the enterprise shall be observed,Have the duty of loyalty and diligence to the enterprise,They shall not take advantage of their power to accept bribes or obtain other illegal income or improper interests,No enterprise assets shall be appropriated or misappropriated,The enterprise shall not overstep its authority or make decisions on major matters in violation of procedures,No other acts shall infringe upon the rights and interests of the contributors of state-owned assets。
Article 27 The State establishes a performance appraisal system for managers of state-funded enterprises。The institutions performing the functions of investors shall conduct annual and tenure assessment of the enterprise managers appointed by them, and decide on the rewards and punishments of the enterprise managers according to the assessment results。Institutions performing the functions of investors shall, in accordance with the relevant provisions of the State, determine the remuneration standards for the managers of state-funded enterprises appointed by them。
Article 28 The principal responsible persons of a wholly state-owned enterprise, a wholly state-owned company or a state-owned capital holding company shall be subject to the audit of their economic responsibilities during their term of office according to law。
Article 29 Where The State Council or a local people's government stipulates that the managers of an enterprise as provided for in subparagraphs (1) and (2) of paragraph 1 of Article 22 of this Law shall be appointed or removed by the people's government at the corresponding level, such provisions shall apply。The institutions performing the functions of investors shall, in accordance with the provisions of this Chapter, assess, reward and punish the managers of the above enterprises and determine their compensation standards。
Chapter V Major matters concerning the rights and interests of investors of state-owned assets
Section 1: General provisions
Article 30 Merger, division, restructuring and listing of state-funded enterprises,Increase or decrease the registered capital,Issue bonds,Make a significant investment,Provide large guarantees for others,Transfer of material property,Make a large donation,Distributed profit,As well as dissolution, bankruptcy and other major matters,It shall abide by the provisions of laws, administrative regulations and the articles of association of the enterprise,The rights and interests of investors and creditors shall not be harmed。
Article 31 The merger or division of a wholly state-owned enterprise or a wholly state-owned company, the increase or reduction of its registered capital, the issuance of bonds, the distribution of profits, and the dissolution or application for bankruptcy shall be decided by the institution performing the functions and responsibilities of the investor。
Article 32 A wholly state-owned enterprise or a wholly state-owned company is involved in the matters listed in Article 30 of this Law,Except in accordance with Article 31 of this Law and the provisions of relevant laws, administrative regulations and the articles of association of the enterprise,Except as determined by the institution performing the functions of the investor,A wholly state-owned enterprise shall be decided upon by the heads of the enterprise through collective discussion,A wholly state-owned company shall be decided by the board of directors。
Article 33 Where a state-owned capital holding company or a state-owned capital equity company has matters listed in Article 30 of this Law, the decision shall be made by the shareholders' meeting, the shareholders' meeting or the board of directors in accordance with laws, administrative regulations and the articles of association of the company。As decided by the shareholders' meeting or the shareholders' assembly, the shareholders' representatives appointed by the institutions performing the functions and responsibilities of the investors shall exercise their rights in accordance with the provisions of Article 13 of this Law。
Article 34 The merger, division, dissolution and application for bankruptcy of an important wholly state-owned enterprise, a wholly state-owned company or a state-owned capital holding company, as well as the major matters stipulated by laws, administrative regulations and the people's government at the corresponding level, shall be reported to the people's government at the corresponding level by the institution performing the functions and responsibilities of the investor,The institution performing the functions and responsibilities of the investor shall make a decision or give instructions to the shareholders' representatives appointed by it to attend the shareholders' meeting or the shareholders' general meeting of the state-owned capital holding company,It shall be submitted to the people's government at the corresponding level for approval。The important wholly-state-owned enterprises, wholly-state-owned companies and state-owned capital holding companies referred to in this Law shall be determined in accordance with the provisions of The State Council。
Article 35 Where matters such as the issuance of bonds or investment by a state-funded enterprise shall be reported to the people's government or the relevant departments or agencies of the people's government for approval or approval or for the record as required by relevant laws or administrative regulations, such provisions shall apply。
Article 36 The investment of a state-funded enterprise shall conform to the industrial policies of the State and conduct feasibility studies in accordance with the provisions of the State.Transactions with others shall be fair and compensated, and reasonable consideration shall be obtained。
Article 37 In respect of merger, division, restructuring, dissolution, application for bankruptcy and other major matters of a state-funded enterprise, the opinions of the trade union of the enterprise shall be heard, and the opinions and suggestions of the staff and workers shall be heard through the staff and workers' congress or other forms。
Article 38 A wholly state-owned enterprise, a wholly state-owned company or a state-owned capital holding company shall perform the duties of the investor in respect of the major matters of the enterprise to which it contributes capital by reference to the provisions of this Chapter。Specific measures shall be formulated by The State Council。Section 2 Reform of enterprises
Article 39 "Enterprise restructuring" as used in this Law means: (1) transforming a wholly state-owned enterprise into a wholly state-owned company;(2) a wholly state-owned enterprise or wholly state-owned company is changed into a state-owned capital holding company or a non-state-owned capital holding company;(3) Change the state-owned capital holding company into a non-state-owned capital holding company。
Article 40 The restructuring of an enterprise shall, in accordance with legal procedures, be decided by the institution performing the duties of the investor or by the shareholders' meeting or the general meeting of the shareholders。For the restructuring of an important wholly state-owned enterprise, wholly state-owned company or state-owned capital holding company, the institution performing the duties of investor shall submit the restructuring plan to the people's government at the corresponding level for approval before making a decision or giving instructions to the shareholders' representatives appointed by it to attend the shareholders' meeting or the shareholders' general meeting of the state-owned capital holding company。
Article 41 A restructuring plan shall be formulated for the restructuring of an enterprise, which shall specify the organizational form of the enterprise after the restructuring, the plan for the disposal of enterprise assets, creditor's rights and debts, the plan for equity changes, the operating procedures for the restructuring, the selection and employment of intermediary institutions such as asset evaluation and financial audit。Where the restructuring of an enterprise involves the relocation of its staff and workers, a resettlement plan shall also be formulated and approved by the staff and workers' congress or the staff and workers' congress。
Article 42 The restructuring of an enterprise shall, in accordance with the provisions, conduct asset verification, financial audit and asset evaluation, accurately define and verify assets, and objectively and fairly determine the value of assets。Where the restructuring of an enterprise involves the conversion of non-monetary property of the enterprise, such as physical property, intellectual property rights, land use rights, etc. into state-owned capital contributions or shares, the discounted property shall be evaluated in accordance with regulations, and the assessed and confirmed price shall be used as the basis for determining the amount of state-owned capital contributions or the amount of shares。The property shall not be converted into shares at a low price or have any other act that damages the rights and interests of the investor。Section 3 Transactions with related parties
Article 43 No affiliated party of a state-funded enterprise may take advantage of its transactions with the State-funded enterprise to seek improper benefits and harm the interests of the State-funded enterprise。The term "affiliated party" as used in this Law refers to the directors, supervisors and senior managers of the enterprise and their close relatives, as well as the enterprises owned or actually controlled by these personnel。
Article 44 A wholly state-owned enterprise, a wholly state-owned company or a state-owned capital holding company shall not provide funds, commodities, services or other assets to a related party without compensation, and shall not engage in transactions with a related party at an unfair price。
Article 45 Without the consent of the institution performing the duties of the investor,A wholly state-owned enterprise or a wholly state-owned company shall not engage in any of the following acts: (1) conclude an agreement with a related party for the transfer of property or loan;(2) Provide guarantee for related parties;(3) Establishing an enterprise jointly with a related party,Or invest in enterprises owned or actually controlled by directors, supervisors, senior managers or their close relatives。
Article 46 Transactions between a state-owned capital holding company or a state-owned capital participating company and a related party shall be decided by the shareholders' meeting, the general meeting of shareholders or the board of directors in accordance with the Company Law of the People's Republic of China, relevant administrative regulations and the articles of association of the company。As decided by the shareholders' meeting or the shareholders' assembly of the company, the shareholders' representatives appointed by the institutions performing the functions and responsibilities of the investors shall exercise their rights in accordance with the provisions of Article 13 of this Law。When the board of Directors of the Company makes a resolution on a transaction between the company and a related party, the directors involved in the transaction shall not exercise their voting rights, nor shall they exercise their voting rights on behalf of other directors。Section 4 Asset evaluation
Article 47 A wholly state-owned enterprise, a wholly state-owned company or a state-owned capital holding company shall be merged, divided or restructured,Transfer of material property,Foreign investment with non-monetary property,Liquidation or other circumstances in which assets evaluation is required by laws, administrative regulations or the articles of association of the enterprise,The relevant assets shall be evaluated in accordance with the provisions。
Article 48 A wholly state-owned enterprise, a wholly state-owned company or a state-owned capital holding company shall entrust a qualified asset evaluation institution established according to law to conduct asset evaluation;Involving matters that should be reported to the decision of the institution performing the duties of the investor,The situation of the entrusted asset appraisal agency shall be reported to the agency performing the duties of the investor。
Article 49 A wholly state-owned enterprise, a wholly state-owned company, a state-owned capital holding company and its directors, supervisors and senior managers shall truthfully provide the relevant information and data to the asset evaluation institution, and shall not collate with the asset evaluation institution to evaluate the price。
Article 50 Assets appraisal institutions and their staff entrusted with the appraisal of relevant assets shall abide by laws, administrative regulations and the appraisal practice guidelines, and independently, objectively and impartially evaluate the assets entrusted with the appraisal。The assets appraisal institution shall be responsible for the appraisal report issued by it。Section 5 Transfer of State-owned assets
Article 51 The term "transfer of state-owned assets" as used in this Law refers to the act of transferring the rights and interests formed by the State's investment in an enterprise to other units or individuals according to law;Except for the gratuitous transfer of state-owned assets in accordance with state regulations。
Article 52 The transfer of state-owned assets shall be conducive to the strategic adjustment of the layout and structure of the state-owned economy, prevent the loss of state-owned assets, and shall not harm the legitimate rights and interests of the parties to the transaction。
Article 53 The transfer of state-owned assets shall be decided by the institution performing the functions and responsibilities of the investor。Where the institution performing the functions of investor decides to transfer all state-owned assets, or transfers part of state-owned assets so that the State no longer has controlling status over the enterprise, it shall be submitted to the people's government at the corresponding level for approval。
Article 54 The transfer of state-owned assets shall follow the principles of compensation for equivalent value and openness, fairness and justice。Except for those that can be transferred by direct agreement in accordance with the provisions of the State, the transfer of state-owned assets shall be carried out openly in the property rights trading venues established according to law。The transferor shall disclose the relevant information truthfully and solicit the transferee;Where there are more than two transferees resulting from the solicitation, the transfer shall adopt the trading method of public bidding。The transfer of listed shares shall be carried out in accordance with the Securities Law of the People's Republic of China。
Article 55 The lowest transfer price of state-owned assets shall be reasonably determined on the basis of the price assessed according to law and approved by the institution performing the functions of the investor or reported to the people's government at the same level by the institution performing the functions of the investor。
Article 56 As provided by laws, administrative regulations or the State-owned assets supervision and administration agency under The State Council, the directors, supervisors, senior managers or their close relatives of the enterprise may be reported to them,Or state-owned assets transferred by enterprises owned or actually controlled by such persons,On transfer,The above-mentioned persons or enterprises participate in the assignment,Shall bid equally with other transferee participants;The transferor shall comply with relevant state regulations,Disclose relevant information truthfully;The relevant directors, supervisors and senior managers shall not participate in the formulation and implementation of the transfer plan。
Article 57 The transfer of state-owned assets to overseas investors shall comply with the relevant provisions of the State and shall not endanger the national security and social and public interests。
Chapter VI Budget for State-owned capital operation
Article 58 The State establishes a sound budgetary system for the operation of state capital and exercises budgetary control over the income and expenditure of state capital obtained。
Article 59 The State shall prepare a budget for the operation of the state capital for the following revenues and expenditures of the following revenues: (1) the profits obtained from the enterprises funded by the State;(2) Income from the transfer of state-owned assets;(3) liquidation income obtained from enterprises funded by the State;(4) Other state capital income。
Article 60 Budgets for state capital operations shall be compiled separately on an annual basis, incorporated into the budgets of the people's governments at the corresponding levels, and submitted to the people's congresses at the corresponding levels for approval。Budgetary expenditures for state capital operations are arranged in accordance with the scale of budgetary revenue for the current year, excluding deficits。
Article 61 The financial departments of The State Council and the relevant local people's governments shall be responsible for the compilation of the draft budgets for state-owned capital operations, and the institutions performing the functions of investors shall propose to the financial departments the draft budgets for state-owned capital operations for which they shall perform the functions of investors。
Article 62 The specific measures for budget control of State capital operations and the steps for their implementation shall be formulated by The State Council and reported to the Standing Committee of the National People's Congress for the record。
Chapter VII Supervision of State-owned assets
Article 63 The Standing committees of the people's congresses at all levels shall, by listening to and deliberating special work reports on the performance of the responsibilities of investors by the people's governments at the corresponding levels and on the supervision and administration of state-owned assets, organize the inspection of the enforcement of this Law and so on, and exercise their supervisory powers in accordance with the law。
Article 64 The State Council and the local people's governments shall supervise the performance of their duties by the institutions authorized by them to perform the duties of investors。
Article 65 The audit institutions of The State Council and the local people's governments shall, in accordance with the provisions of the Audit Law of the People's Republic of China, conduct audit supervision over the implementation of the budget for state capital operations and the state-funded enterprises that are subject to audit supervision。
Article 66 The State Council and the local people's governments shall, in accordance with the law, publicize to the public the status of state-owned assets and the supervision and administration of state-owned assets, and accept the supervision of the public。Any unit or individual shall have the right to report and file charges against any act that causes losses of state-owned assets。
Article 67 The institutions performing the functions and responsibilities of investors shall be as necessary,An accounting firm may be entrusted to audit the annual financial and accounting reports of a wholly state-owned enterprise or a wholly state-owned company,Or adopt a resolution of the shareholders' meeting or general meeting of the state-owned capital holding company,The state-owned capital holding company shall employ an accounting firm to audit the company's annual financial and accounting reports,Safeguard the rights and interests of investors。
Chapter VIII Legal responsibilities
Article 68 An institution performing the functions and responsibilities of a investor commits any of the following acts,The persons directly in charge and other persons directly responsible shall be given sanctions according to law: (1) not in accordance with the statutory terms of office,Appointing or proposing the appointment of managers of state-funded enterprises;(2) embezzling, intercepting or misappropriating funds of state-funded enterprises or state capital revenues that should be turned over to them;(3) violation of statutory authority and procedures,To decide on major matters concerning state-funded enterprises,Causing losses of state-owned assets;(4) other acts that do not perform the duties of the investor according to law,Causing losses of state-owned assets。
Article 69 If a staff member of an institution performing the functions and responsibilities of an investor neglects his duty, abuses his power or engages in malpractices for personal gains, if the case does not constitute a crime, he shall be punished according to law。
Article 70 If the shareholder representative appointed by the institution performing the functions and responsibilities of the investor fails to perform his duties in accordance with the instructions of the appointing institution and causes losses of state-owned assets, he shall bear the liability for compensation according to law;If they are state workers, they shall also be given sanctions according to law。
Article 71 The directors, supervisors and senior managers of a state-funded enterprise shall commit any of the following acts,Causing losses of state-owned assets,Bear the liability for compensation according to law;Belonging to state workers,(1) taking advantage of his power to accept bribes or obtain other illegal income or improper interests;(2) encroaching or misappropriating enterprise assets;(3) in the process of enterprise restructuring and property transfer,Violation of laws, administrative regulations and fair trade rules,Transferring enterprise property at a low price or converting shares at a low price;(4) transacting with the Enterprise in violation of this Law;(5) failing to truthfully provide the relevant information and materials to the assets appraisal institutions and accounting firms,Or colluding with asset appraisal agencies or accounting firms to issue false asset appraisal reports or audit reports;(6) violating the decision-making procedures prescribed by laws, administrative regulations and the articles of association of the enterprise,Making decisions on major matters of the enterprise;(7) performing other duties in violation of laws, administrative regulations and the articles of association of the enterprise。The income obtained by the directors, supervisors and senior managers of the state-funded enterprises from the acts mentioned in the preceding paragraph shall be recovered according to law or be owned by the state-funded enterprises。If a director, supervisor or senior manager appointed or proposed to be appointed by an institution performing the duties of a contributor commits any of the acts listed in the first paragraph of this article and causes major losses to state-owned assets, the institution performing the duties of a contributor shall remove him or make suggestions for removal according to law。
Article 72 In the transaction activities involving related party transactions, transfer of state-owned assets, etc., where the parties conspire in bad faith and damage the rights and interests of state-owned assets, the transaction is invalid。
Article 73 Any director, supervisor or senior manager of a wholly state-owned enterprise, a wholly state-owned company or a state-owned capital holding company violates the provisions of this Law,It caused significant losses of state-owned assets,Removed from office,Within five years from the date of removal, he shall not serve as a director, supervisor or senior manager of a wholly state-owned enterprise, a wholly state-owned company or a state-owned capital holding company;Caused particularly heavy losses of state-owned assets,Or being sentenced to criminal punishment for embezzlement, bribery, embezzlement or misappropriation of property, or disrupting the order of the socialist market economy,He shall not serve as a director, supervisor or senior manager of a wholly state-owned enterprise, a wholly state-owned company or a state-owned capital holding company for life。
Article 74 Where an asset evaluation institution or an accounting firm entrusted to conduct asset evaluation or financial audit of a state-funded enterprise issues a false asset evaluation report or audit report in violation of the provisions of laws, administrative regulations and practice standards, legal responsibility shall be investigated in accordance with the provisions of relevant laws and administrative regulations。
Article 75 Whoever violates the provisions of this Law and constitutes a crime shall be investigated for criminal responsibility according to law。
Chapter IX Supplementary Provisions
Article 76 Where laws and administrative regulations provide otherwise for the management and supervision of state-owned assets of financial enterprises, such provisions shall apply。
Article 77 This Law shall come into force as of May 1, 2009。
(Adopted at the Fifth Meeting of the Standing Committee of the Eleventh National People's Congress on October 28, 2008, Promulgated by Order No. 5 of the President of the People's Republic of China on October 28, 2008, and effective as of May 1, 2009)
Chapter I General Provisions Chapter II Institutions performing the Duties of Investors Chapter III State-Funded Enterprises Chapter IV Selection and Assessment of managers of State-funded enterprises Chapter V Major Matters relating to the rights and interests of investors of State-owned assets Chapter VI Budget of State-owned Capital Operation Chapter VII Supervision of State-owned Assets Chapter VIII Legal Responsibilities Chapter IX Supplementary Provisions
Chapter I General provisions
Article 1 This Law is enacted with a view to safeguarding the basic economic system of the State, consolidating and developing the state-owned economy, strengthening the protection of state-owned assets, giving full play to the leading role of the state-owned economy in the national economy and promoting the development of the socialist market economy。
Article 2 The state-owned assets of enterprises (hereinafter referred to as state-owned assets) as used in this Law refer to the rights and interests formed by the State in various forms of investment in enterprises。
Article 3 State-owned assets shall be owned by the State, that is, by the whole people。The State Council exercises ownership of state-owned assets on behalf of the State。
Article 4 The State Council and the local people's governments shall, on behalf of the State, respectively, perform the functions and rights of investors and enjoy the rights and interests of investors in respect of state-funded enterprises in accordance with the provisions of laws and administrative regulations。The State Council shall, on behalf of the State, perform the functions of investor in the large state-funded enterprises designated by The State Council as having a bearing on the lifeline of the national economy and national security, in the fields of important infrastructure and important natural resources。For other state-funded enterprises, local people's governments shall perform the functions and responsibilities of investors on behalf of the State。
Article 5 The term "state-funded enterprises" as used in this Law refers to wholly state-owned enterprises, wholly state-owned companies, state-owned capital holding companies and state-owned capital equity companies funded by the state。
Article 6 The State Council and the local people's governments shall, in accordance with the principles of separating government functions from enterprises, separating the functions of public management from those of investors of state-owned assets, and not interfering in the independent operation of enterprises according to law, perform the duties of investors according to law。
Article 7 The State shall take measures to promote the concentration of state-owned capital in important industries and key fields related to the lifeblood of the national economy and national security, optimize the layout and structure of the state-owned economy, promote the reform and development of state-owned enterprises, improve the overall quality of the state-owned economy and enhance its control and influence。
Article 8 The State shall establish and improve the management and supervision system of state-owned assets in accordance with the requirements of the development of the socialist market economy, establish and improve the evaluation system of maintaining and increasing the value of state-owned assets and the accountability system, and implement the responsibility of maintaining and increasing the value of state-owned assets。
Article 9 The State establishes and improves the management system of state-owned assets。Specific measures shall be formulated in accordance with the provisions of The State Council。
Article 10 State-owned assets shall be protected by law and may not be infringed upon by any unit or individual。
Chapter II Institutions performing the duties of investors
Article 11 The state-owned assets supervision and administration institution under The State Council and the state-owned assets supervision and administration institution established by the local people's governments in accordance with the provisions of The State Council shall, on behalf of the people's governments at the corresponding level, perform the functions and responsibilities of investors in state-funded enterprises in accordance with the authorization of the people's governments at the corresponding level。The State Council and local people's governments may, where necessary, authorize other departments and institutions to perform the functions and responsibilities of investors in state-funded enterprises on behalf of the people's governments at the same level。The institutions and departments that perform the duties of investors on behalf of the people's governments at the same level are hereinafter referred to as the institutions that perform the duties of investors。
Article 12 Institutions that perform the functions of investors shall, on behalf of the people's governments at the same level, enjoy the rights of investors of state-funded enterprises in accordance with the law, such as asset gains, participation in major decisions and selection of managers。Institutions performing the functions and responsibilities of investors shall, in accordance with the provisions of laws and administrative regulations, formulate or participate in the formulation of the articles of association of state-funded enterprises。The institutions performing the functions and responsibilities of investors shall report to the people's governments at the corresponding level for approval the major matters required by laws, administrative regulations and the people's governments at the corresponding level to perform the functions and responsibilities of investors。
Article 13 The shareholders' representatives appointed by the institutions performing the functions of investors shall attend the shareholders' meetings and general meetings held by state-owned capital holding companies and state-owned capital participating companies,Proposals shall be made, opinions expressed and voting rights exercised in accordance with the instructions of the appointing authority,And promptly report the performance of their duties and results to the appointing authority。
Article 14 Institutions that perform the duties of investors shall perform the duties of investors in accordance with laws, administrative regulations and the articles of association of enterprises, protect the rights and interests of investors, and prevent losses of state-owned assets。Institutions performing the duties of investors shall safeguard the rights enjoyed by enterprises as market subjects in accordance with the law, and shall not interfere with the business activities of enterprises except for performing the duties of investors in accordance with the law。
Article 15 Institutions that perform the duties of investors are responsible to the people's governments at the same level, report to the people's governments at the same level on the performance of the duties of investors, accept the supervision and assessment of the people's governments at the same level, and are responsible for the preservation and appreciation of state-owned assets。Institutions performing the functions of investors shall, in accordance with the relevant provisions of the State, regularly report to the people's government at the same level the aggregate analysis of the total amount, structure, changes and income of state-owned assets。
Chapter III State-owned enterprises
Article 16 A state-funded enterprise shall, in accordance with laws, administrative regulations and the articles of association of the enterprise, have the right to possess, use, benefit from and dispose of its movable, immovable and other property。The autonomy in operation and other lawful rights and interests enjoyed by state-funded enterprises shall be protected by law。
Article 17 In engaging in business activities, enterprises funded by the State shall abide by laws and administrative regulations, strengthen management and improve economic returns, accept management and supervision by the people's government and its relevant departments and agencies in accordance with law, accept supervision by the public, assume social responsibilities and be responsible to their investors。State-funded enterprises shall establish and improve the corporate governance structure, establish and improve the internal supervision and management and risk control system。
Article 18 A state-funded enterprise shall, in accordance with laws, administrative regulations and the provisions of the financial department under The State Council, establish and improve financial and accounting systems, set up accounting books, conduct accounting, and provide truthful and complete financial and accounting information to its investors in accordance with laws, administrative regulations and the articles of association of the enterprise。A state-funded enterprise shall distribute profits to its investors in accordance with laws, administrative regulations and the articles of association of the enterprise。
Article 19 A wholly state-owned company, a state-owned capital holding company or a state-owned capital equity company shall establish a board of supervisors in accordance with the Company Law of the People's Republic of China。A wholly state-owned enterprise shall be composed of a board of supervisors appointed by the institution performing the duties of investor in accordance with the provisions of The State Council。The board of supervisors of a state-funded enterprise shall, in accordance with laws, administrative regulations and the articles of association of the enterprise, supervise the performance of their duties by the directors and senior managers and supervise and inspect the financial affairs of the enterprise。
Article 20 A state-funded enterprise shall, in accordance with the provisions of the law, exercise democratic management through a staff and workers' congress or other forms。
Article 21 A state-funded enterprise shall, in accordance with the law, enjoy the rights of its investors, such as asset gains, participation in major decisions and selection of managers。A state-funded enterprise shall, in accordance with the provisions of laws and administrative regulations, establish an internal supervision, management and risk control system with clear powers and responsibilities and effective checks and balances to safeguard the rights and interests of its investors by formulating or participating in the formulation of the articles of association of the invested enterprise。
The fourth chapter is the selection and assessment of managers of state-funded enterprises
Article 22 The institutions performing the functions and responsibilities of investors shall be governed by laws, administrative regulations and the articles of association of the enterprise,(1) To appoint or remove the manager, deputy managers, the person in charge of finance and other senior management personnel of a wholly state-owned enterprise;(2) To appoint or remove the chairman, vice-chairman, directors, chairman of the board of supervisors and supervisors of a wholly state-owned company;(3) To propose candidates for directors and supervisors to the shareholders' meetings and shareholders' meetings of state-owned capital holding companies and state-owned capital participating companies。The directors and supervisors of a state-funded enterprise who should be representatives of the employees shall be democratically elected by the employees in accordance with the provisions of relevant laws and administrative regulations。
Article 23 Directors, supervisors and senior managers appointed or proposed to be appointed by institutions performing the functions and responsibilities of investors,(1) Having a good conduct;(2) Having the professional knowledge and working ability that meet the requirements of the position;(3) having the physical condition to perform his duties normally;(4) Other conditions provided for by laws and administrative regulations。Where a director, supervisor or senior manager fails to comply with the provisions of the preceding paragraph during his term of office or is prohibited from serving as a director, supervisor or senior manager of the Company as provided for in the Company Law of the People's Republic of China, the institution performing the functions and responsibilities of the investor shall remove him or make suggestions for his removal according to law。
Article 24 The institution performing the functions and responsibilities of the investor shall inspect the candidates for the appointment or proposed appointment of directors, supervisors and senior managers in accordance with the prescribed conditions and procedures。Those who pass the inspection shall be appointed or suggested to be appointed in accordance with the prescribed limits of authority and procedures。
Article 25 Without the consent of the institution performing the functions and responsibilities of the investor, the directors and senior managers of a wholly state-owned enterprise or a wholly state-owned company shall not take up part-time jobs in other enterprises。Without the consent of the shareholders' meeting or the shareholders' meeting, the directors and senior managers of the state-owned capital holding company or the state-owned capital participating company may not take up part-time jobs in other enterprises engaged in similar business。Without the consent of the institution performing the functions and responsibilities of the investor, the chairman of the board of directors of the wholly state-owned company may not concurrently serve as the manager。Without the approval of the shareholders' meeting or the shareholders' meeting, the chairman of the board of directors of a state-owned capital holding company may not concurrently serve as the manager。No director or senior manager shall serve concurrently as a supervisor。
Article 26 Directors, supervisors and senior managers of state-funded enterprises,Laws, administrative regulations and the articles of association of the enterprise shall be observed,Have the duty of loyalty and diligence to the enterprise,They shall not take advantage of their power to accept bribes or obtain other illegal income or improper interests,No enterprise assets shall be appropriated or misappropriated,The enterprise shall not overstep its authority or make decisions on major matters in violation of procedures,No other acts shall infringe upon the rights and interests of the contributors of state-owned assets。
Article 27 The State establishes a performance appraisal system for managers of state-funded enterprises。The institutions performing the functions of investors shall conduct annual and tenure assessment of the enterprise managers appointed by them, and decide on the rewards and punishments of the enterprise managers according to the assessment results。Institutions performing the functions of investors shall, in accordance with the relevant provisions of the State, determine the remuneration standards for the managers of state-funded enterprises appointed by them。
Article 28 The principal responsible persons of a wholly state-owned enterprise, a wholly state-owned company or a state-owned capital holding company shall be subject to the audit of their economic responsibilities during their term of office according to law。
Article 29 Where The State Council or a local people's government stipulates that the managers of an enterprise as provided for in subparagraphs (1) and (2) of paragraph 1 of Article 22 of this Law shall be appointed or removed by the people's government at the corresponding level, such provisions shall apply。The institutions performing the functions of investors shall, in accordance with the provisions of this Chapter, assess, reward and punish the managers of the above enterprises and determine their compensation standards。
Chapter V Major matters concerning the rights and interests of investors of state-owned assets
Section 1: General provisions
Article 30 Merger, division, restructuring and listing of state-funded enterprises,Increase or decrease the registered capital,Issue bonds,Make a significant investment,Provide large guarantees for others,Transfer of material property,Make a large donation,Distributed profit,As well as dissolution, bankruptcy and other major matters,It shall abide by the provisions of laws, administrative regulations and the articles of association of the enterprise,The rights and interests of investors and creditors shall not be harmed。
Article 31 The merger or division of a wholly state-owned enterprise or a wholly state-owned company, the increase or reduction of its registered capital, the issuance of bonds, the distribution of profits, and the dissolution or application for bankruptcy shall be decided by the institution performing the functions and responsibilities of the investor。
Article 32 A wholly state-owned enterprise or a wholly state-owned company is involved in the matters listed in Article 30 of this Law,Except in accordance with Article 31 of this Law and the provisions of relevant laws, administrative regulations and the articles of association of the enterprise,Except as determined by the institution performing the functions of the investor,A wholly state-owned enterprise shall be decided upon by the heads of the enterprise through collective discussion,A wholly state-owned company shall be decided by the board of directors。
Article 33 Where a state-owned capital holding company or a state-owned capital equity company has matters listed in Article 30 of this Law, the decision shall be made by the shareholders' meeting, the shareholders' meeting or the board of directors in accordance with laws, administrative regulations and the articles of association of the company。As decided by the shareholders' meeting or the shareholders' assembly, the shareholders' representatives appointed by the institutions performing the functions and responsibilities of the investors shall exercise their rights in accordance with the provisions of Article 13 of this Law。
Article 34 The merger, division, dissolution and application for bankruptcy of an important wholly state-owned enterprise, a wholly state-owned company or a state-owned capital holding company, as well as the major matters stipulated by laws, administrative regulations and the people's government at the corresponding level, shall be reported to the people's government at the corresponding level by the institution performing the functions and responsibilities of the investor,The institution performing the functions and responsibilities of the investor shall make a decision or give instructions to the shareholders' representatives appointed by it to attend the shareholders' meeting or the shareholders' general meeting of the state-owned capital holding company,It shall be submitted to the people's government at the corresponding level for approval。The important wholly-state-owned enterprises, wholly-state-owned companies and state-owned capital holding companies referred to in this Law shall be determined in accordance with the provisions of The State Council。
Article 35 Where matters such as the issuance of bonds or investment by a state-funded enterprise shall be reported to the people's government or the relevant departments or agencies of the people's government for approval or approval or for the record as required by relevant laws or administrative regulations, such provisions shall apply。
Article 36 The investment of a state-funded enterprise shall conform to the industrial policies of the State and conduct feasibility studies in accordance with the provisions of the State.Transactions with others shall be fair and compensated, and reasonable consideration shall be obtained。
Article 37 In respect of merger, division, restructuring, dissolution, application for bankruptcy and other major matters of a state-funded enterprise, the opinions of the trade union of the enterprise shall be heard, and the opinions and suggestions of the staff and workers shall be heard through the staff and workers' congress or other forms。
Article 38 A wholly state-owned enterprise, a wholly state-owned company or a state-owned capital holding company shall perform the duties of the investor in respect of the major matters of the enterprise to which it contributes capital by reference to the provisions of this Chapter。Specific measures shall be formulated by The State Council。Section 2 Reform of enterprises
Article 39 "Enterprise restructuring" as used in this Law means: (1) transforming a wholly state-owned enterprise into a wholly state-owned company;(2) a wholly state-owned enterprise or wholly state-owned company is changed into a state-owned capital holding company or a non-state-owned capital holding company;(3) Change the state-owned capital holding company into a non-state-owned capital holding company。
Article 40 The restructuring of an enterprise shall, in accordance with legal procedures, be decided by the institution performing the duties of the investor or by the shareholders' meeting or the general meeting of the shareholders。For the restructuring of an important wholly state-owned enterprise, wholly state-owned company or state-owned capital holding company, the institution performing the duties of investor shall submit the restructuring plan to the people's government at the corresponding level for approval before making a decision or giving instructions to the shareholders' representatives appointed by it to attend the shareholders' meeting or the shareholders' general meeting of the state-owned capital holding company。
Article 41 A restructuring plan shall be formulated for the restructuring of an enterprise, which shall specify the organizational form of the enterprise after the restructuring, the plan for the disposal of enterprise assets, creditor's rights and debts, the plan for equity changes, the operating procedures for the restructuring, the selection and employment of intermediary institutions such as asset evaluation and financial audit。Where the restructuring of an enterprise involves the relocation of its staff and workers, a resettlement plan shall also be formulated and approved by the staff and workers' congress or the staff and workers' congress。
Article 42 The restructuring of an enterprise shall, in accordance with the provisions, conduct asset verification, financial audit and asset evaluation, accurately define and verify assets, and objectively and fairly determine the value of assets。Where the restructuring of an enterprise involves the conversion of non-monetary property of the enterprise, such as physical property, intellectual property rights, land use rights, etc. into state-owned capital contributions or shares, the discounted property shall be evaluated in accordance with regulations, and the assessed and confirmed price shall be used as the basis for determining the amount of state-owned capital contributions or the amount of shares。The property shall not be converted into shares at a low price or have any other act that damages the rights and interests of the investor。Section 3 Transactions with related parties
Article 43 No affiliated party of a state-funded enterprise may take advantage of its transactions with the State-funded enterprise to seek improper benefits and harm the interests of the State-funded enterprise。The term "affiliated party" as used in this Law refers to the directors, supervisors and senior managers of the enterprise and their close relatives, as well as the enterprises owned or actually controlled by these personnel。
Article 44 A wholly state-owned enterprise, a wholly state-owned company or a state-owned capital holding company shall not provide funds, commodities, services or other assets to a related party without compensation, and shall not engage in transactions with a related party at an unfair price。
Article 45 Without the consent of the institution performing the duties of the investor,A wholly state-owned enterprise or a wholly state-owned company shall not engage in any of the following acts: (1) conclude an agreement with a related party for the transfer of property or loan;(2) Provide guarantee for related parties;(3) Establishing an enterprise jointly with a related party,Or invest in enterprises owned or actually controlled by directors, supervisors, senior managers or their close relatives。
Article 46 Transactions between a state-owned capital holding company or a state-owned capital participating company and a related party shall be decided by the shareholders' meeting, the general meeting of shareholders or the board of directors in accordance with the Company Law of the People's Republic of China, relevant administrative regulations and the articles of association of the company。As decided by the shareholders' meeting or the shareholders' assembly of the company, the shareholders' representatives appointed by the institutions performing the functions and responsibilities of the investors shall exercise their rights in accordance with the provisions of Article 13 of this Law。When the board of Directors of the Company makes a resolution on a transaction between the company and a related party, the directors involved in the transaction shall not exercise their voting rights, nor shall they exercise their voting rights on behalf of other directors。Section 4 Asset evaluation
Article 47 A wholly state-owned enterprise, a wholly state-owned company or a state-owned capital holding company shall be merged, divided or restructured,Transfer of material property,Foreign investment with non-monetary property,Liquidation or other circumstances in which assets evaluation is required by laws, administrative regulations or the articles of association of the enterprise,The relevant assets shall be evaluated in accordance with the provisions。
Article 48 A wholly state-owned enterprise, a wholly state-owned company or a state-owned capital holding company shall entrust a qualified asset evaluation institution established according to law to conduct asset evaluation;Involving matters that should be reported to the decision of the institution performing the duties of the investor,The situation of the entrusted asset appraisal agency shall be reported to the agency performing the duties of the investor。
Article 49 A wholly state-owned enterprise, a wholly state-owned company, a state-owned capital holding company and its directors, supervisors and senior managers shall truthfully provide the relevant information and data to the asset evaluation institution, and shall not collate with the asset evaluation institution to evaluate the price。
Article 50 Assets appraisal institutions and their staff entrusted with the appraisal of relevant assets shall abide by laws, administrative regulations and the appraisal practice guidelines, and independently, objectively and impartially evaluate the assets entrusted with the appraisal。The assets appraisal institution shall be responsible for the appraisal report issued by it。Section 5 Transfer of State-owned assets
Article 51 The term "transfer of state-owned assets" as used in this Law refers to the act of transferring the rights and interests formed by the State's investment in an enterprise to other units or individuals according to law;Except for the gratuitous transfer of state-owned assets in accordance with state regulations。
Article 52 The transfer of state-owned assets shall be conducive to the strategic adjustment of the layout and structure of the state-owned economy, prevent the loss of state-owned assets, and shall not harm the legitimate rights and interests of the parties to the transaction。
Article 53 The transfer of state-owned assets shall be decided by the institution performing the functions and responsibilities of the investor。Where the institution performing the functions of investor decides to transfer all state-owned assets, or transfers part of state-owned assets so that the State no longer has controlling status over the enterprise, it shall be submitted to the people's government at the corresponding level for approval。
Article 54 The transfer of state-owned assets shall follow the principles of compensation for equivalent value and openness, fairness and justice。Except for those that can be transferred by direct agreement in accordance with the provisions of the State, the transfer of state-owned assets shall be carried out openly in the property rights trading venues established according to law。The transferor shall disclose the relevant information truthfully and solicit the transferee;Where there are more than two transferees resulting from the solicitation, the transfer shall adopt the trading method of public bidding。The transfer of listed shares shall be carried out in accordance with the Securities Law of the People's Republic of China。
Article 55 The lowest transfer price of state-owned assets shall be reasonably determined on the basis of the price assessed according to law and approved by the institution performing the functions of the investor or reported to the people's government at the same level by the institution performing the functions of the investor。
Article 56 As provided by laws, administrative regulations or the State-owned assets supervision and administration agency under The State Council, the directors, supervisors, senior managers or their close relatives of the enterprise may be reported to them,Or state-owned assets transferred by enterprises owned or actually controlled by such persons,On transfer,The above-mentioned persons or enterprises participate in the assignment,Shall bid equally with other transferee participants;The transferor shall comply with relevant state regulations,Disclose relevant information truthfully;The relevant directors, supervisors and senior managers shall not participate in the formulation and implementation of the transfer plan。
Article 57 The transfer of state-owned assets to overseas investors shall comply with the relevant provisions of the State and shall not endanger the national security and social and public interests。
Chapter VI Budget for State-owned capital operation
Article 58 The State establishes a sound budgetary system for the operation of state capital and exercises budgetary control over the income and expenditure of state capital obtained。
Article 59 The State shall prepare a budget for the operation of the state capital for the following revenues and expenditures of the following revenues: (1) the profits obtained from the enterprises funded by the State;(2) Income from the transfer of state-owned assets;(3) liquidation income obtained from enterprises funded by the State;(4) Other state capital income。
Article 60 Budgets for state capital operations shall be compiled separately on an annual basis, incorporated into the budgets of the people's governments at the corresponding levels, and submitted to the people's congresses at the corresponding levels for approval。Budgetary expenditures for state capital operations are arranged in accordance with the scale of budgetary revenue for the current year, excluding deficits。
Article 61 The financial departments of The State Council and the relevant local people's governments shall be responsible for the compilation of the draft budgets for state-owned capital operations, and the institutions performing the functions of investors shall propose to the financial departments the draft budgets for state-owned capital operations for which they shall perform the functions of investors。
Article 62 The specific measures for budget control of State capital operations and the steps for their implementation shall be formulated by The State Council and reported to the Standing Committee of the National People's Congress for the record。
Chapter VII Supervision of State-owned assets
Article 63 The Standing committees of the people's congresses at all levels shall, by listening to and deliberating special work reports on the performance of the responsibilities of investors by the people's governments at the corresponding levels and on the supervision and administration of state-owned assets, organize the inspection of the enforcement of this Law and so on, and exercise their supervisory powers in accordance with the law。
Article 64 The State Council and the local people's governments shall supervise the performance of their duties by the institutions authorized by them to perform the duties of investors。
Article 65 The audit institutions of The State Council and the local people's governments shall, in accordance with the provisions of the Audit Law of the People's Republic of China, conduct audit supervision over the implementation of the budget for state capital operations and the state-funded enterprises that are subject to audit supervision。
Article 66 The State Council and the local people's governments shall, in accordance with the law, publicize to the public the status of state-owned assets and the supervision and administration of state-owned assets, and accept the supervision of the public。Any unit or individual shall have the right to report and file charges against any act that causes losses of state-owned assets。
Article 67 The institutions performing the functions and responsibilities of investors shall be as necessary,An accounting firm may be entrusted to audit the annual financial and accounting reports of a wholly state-owned enterprise or a wholly state-owned company,Or adopt a resolution of the shareholders' meeting or general meeting of the state-owned capital holding company,The state-owned capital holding company shall employ an accounting firm to audit the company's annual financial and accounting reports,Safeguard the rights and interests of investors。
Chapter VIII Legal responsibilities
Article 68 An institution performing the functions and responsibilities of a investor commits any of the following acts,The persons directly in charge and other persons directly responsible shall be given sanctions according to law: (1) not in accordance with the statutory terms of office,Appointing or proposing the appointment of managers of state-funded enterprises;(2) embezzling, intercepting or misappropriating funds of state-funded enterprises or state capital revenues that should be turned over to them;(3) violation of statutory authority and procedures,To decide on major matters concerning state-funded enterprises,Causing losses of state-owned assets;(4) other acts that do not perform the duties of the investor according to law,Causing losses of state-owned assets。
Article 69 If a staff member of an institution performing the functions and responsibilities of an investor neglects his duty, abuses his power or engages in malpractices for personal gains, if the case does not constitute a crime, he shall be punished according to law。
Article 70 If the shareholder representative appointed by the institution performing the functions and responsibilities of the investor fails to perform his duties in accordance with the instructions of the appointing institution and causes losses of state-owned assets, he shall bear the liability for compensation according to law;If they are state workers, they shall also be given sanctions according to law。
Article 71 The directors, supervisors and senior managers of a state-funded enterprise shall commit any of the following acts,Causing losses of state-owned assets,Bear the liability for compensation according to law;Belonging to state workers,(1) taking advantage of his power to accept bribes or obtain other illegal income or improper interests;(2) encroaching or misappropriating enterprise assets;(3) in the process of enterprise restructuring and property transfer,Violation of laws, administrative regulations and fair trade rules,Transferring enterprise property at a low price or converting shares at a low price;(4) transacting with the Enterprise in violation of this Law;(5) failing to truthfully provide the relevant information and materials to the assets appraisal institutions and accounting firms,Or colluding with asset appraisal agencies or accounting firms to issue false asset appraisal reports or audit reports;(6) violating the decision-making procedures prescribed by laws, administrative regulations and the articles of association of the enterprise,Making decisions on major matters of the enterprise;(7) performing other duties in violation of laws, administrative regulations and the articles of association of the enterprise。The income obtained by the directors, supervisors and senior managers of the state-funded enterprises from the acts mentioned in the preceding paragraph shall be recovered according to law or be owned by the state-funded enterprises。If a director, supervisor or senior manager appointed or proposed to be appointed by an institution performing the duties of a contributor commits any of the acts listed in the first paragraph of this article and causes major losses to state-owned assets, the institution performing the duties of a contributor shall remove him or make suggestions for removal according to law。
Article 72 In the transaction activities involving related party transactions, transfer of state-owned assets, etc., where the parties conspire in bad faith and damage the rights and interests of state-owned assets, the transaction is invalid。
Article 73 Any director, supervisor or senior manager of a wholly state-owned enterprise, a wholly state-owned company or a state-owned capital holding company violates the provisions of this Law,It caused significant losses of state-owned assets,Removed from office,Within five years from the date of removal, he shall not serve as a director, supervisor or senior manager of a wholly state-owned enterprise, a wholly state-owned company or a state-owned capital holding company;Caused particularly heavy losses of state-owned assets,Or being sentenced to criminal punishment for embezzlement, bribery, embezzlement or misappropriation of property, or disrupting the order of the socialist market economy,He shall not serve as a director, supervisor or senior manager of a wholly state-owned enterprise, a wholly state-owned company or a state-owned capital holding company for life。
Article 74 Where an asset evaluation institution or an accounting firm entrusted to conduct asset evaluation or financial audit of a state-funded enterprise issues a false asset evaluation report or audit report in violation of the provisions of laws, administrative regulations and practice standards, legal responsibility shall be investigated in accordance with the provisions of relevant laws and administrative regulations。
Article 75 Whoever violates the provisions of this Law and constitutes a crime shall be investigated for criminal responsibility according to law。
Chapter IX Supplementary Provisions
Article 76 Where laws and administrative regulations provide otherwise for the management and supervision of state-owned assets of financial enterprises, such provisions shall apply。
Article 77 This Law shall come into force as of May 1, 2009。