The peoples governments of all provinces, autonomous regions, and municipalities directly under the central government, all ministries and commissions under the State Council, and all agencies under the state council:
In order to thoroughly implement the scientific concept of development, accelerate the transformation of economic development mode and structural adjustment, improve the quality and efficiency of development, we now accelerate the adjustment and optimization of industrial structure, and promote corporate mergers and acquisitions:
A full understanding of the important significance of enterprise mergers and acquisitions
In recent years, various industries, various fields of enterprises through mergers and acquisitions, asset acquisitions and other forms of positive integration, mergers and acquisitions to accelerate the pace of industrial organization structure optimization, has achieved remarkable results. However, some industries repeat construction, industrial concentration is low, the ability of independent innovation is not strong, the weak market competitiveness is still very prominent. In the new situation of resource and environment constraints, the international industry competition is more intense, the trade protectionism is clearly the new situation, we must effectively promote the enterprise merger and restructuring, deepen enterprise reform, promote industrial structure optimization and upgrading, accelerate the transformation of development mode, improve the quality and efficiency, and enhance the ability to resist the international market risk, achieve sustainable development. Various regions and departments should take the promotion of corporate mergers and acquisitions as an important task to implement the scientific concept of development, maintain stable and rapid economic development of the important task, further unified thinking, correctly handle the relationship between local and overall, current and long-term, and earnestly promote the implementation of the work plan of the enterprise merger.
Two, the main objectives and basic principles
(a) the main target.
Through the promotion of corporate mergers and acquisitions, deepen the reform of institutional mechanisms, improve the public ownership as the main body, a variety of economic development of the basic economic system. To speed up the strategic adjustment of the layout and structure of the state-owned economy, improve the reasonable flow mechanism of the state-owned capital, encourage and support private enterprises to participate in the reform, restructuring and reorganization of state-owned enterprises, and promote the development of non-public economy and small and medium enterprises. Merger and reorganization of enterprises to change the operating mechanism, improve the corporate governance structure, establish a modern enterprise system, strengthen and improve internal management, strengthen technological transformation, promote technological progress and independent innovation, eliminate backward production capacity, excess capacity, promote energy-saving emission reduction, improve market competitiveness.
Further implement the key industries to adjust and revitalize the planning, to strengthen and expand the advantages of enterprises. To automotive, steel, cement, machinery manufacturing, electrolytic aluminum, rare earth and other industries as the focus, to promote the advantages of enterprises to implement powerful alliances, cross regional mergers and acquisitions, foreign mergers and investment cooperation, improve industry concentration, promote large-scale, intensive management, accelerate development with independent intellectual property rights and well-known brands of enterprises, training a number of international competitiveness of large enterprise groups, promote industrial structure optimization and upgrading.
(two) basic principles.
1 play the main role of enterprises. Fully respect the enterprise will, fully mobilize the enthusiasm of enterprises, through the improvement of relevant industry planning and policy measures to guide and encourage enterprises to participate in mergers and acquisitions voluntarily and independently.
2 adhere to the market operation. Follow the rules of market economy, give full play to the basic role of the market mechanism, regulate the administrative behavior, by enterprises through consultation on an equal footing, compliance with laws and regulations to carry out mergers and acquisitions, to prevent the "matchmaker".
3 to promote effective competition in the market. Overall coordination, classification guidance, promote industrial concentration, promote the coordinated development of small and medium enterprises, promote fair competition and survival of the fittest, the formation of a reasonable structure, effective and orderly market structure.
4 to maintain the harmony and stability of enterprises and society. Strictly implement the relevant laws and regulations and rules and regulations, and properly solve the problem of asset and debt disposal, employee placement, etc., to protect the legitimate rights and interests of creditors, debtors and employees, and promote the harmony and stability of enterprises and society.
Three, elimination of corporate mergers and acquisitions of institutional barriers
(a) to clean up the provisions of cross regional mergers and acquisitions. In order to optimize the industrial layout, further break the market segmentation and regional blockade, to seriously clean up the abolition of a variety of corporate mergers and acquisitions hinder fair competition, in particular, to resolutely cancel the restrictions on local enterprises in the region to implement mergers and acquisitions.
(two) rationalize the distribution of interests among regions. Under the premise of not violating the relevant provisions of the state, the region can according to the size and profitability of enterprise assets, the tax interests of the enterprise merger and reorganization after the signing of the agreement, and properly solve the industrial added value of industrial added value and other statistical data, to achieve corporate mergers and acquisitions.
(three) the relaxation of market access for private capital. To open to private capital are not forbidden by laws and regulations and industry field, and to relax the restrictions onshareholding ratio. To accelerate the reform of monopoly industries, to encourage private capital through mergers and acquisitions and other ways to enter the monopoly industrys competitive business areas, support private capital into the infrastructure, public utilities, financial services and social undertakings related fields.
Four, strengthen the guidance and policy support for the merger and reorganization of enterprises
(a) the implementation of tax incentives. Research and improve the fiscal and taxation policies to support the merger and reorganization of enterprises. For enterprise mergers and acquisitions involved in the assessment of assets, debt restructuring proceeds, land ownership transfer and other tax incentives, specifically in accordance with the Ministry of finance, the Ministry of Taxation on corporate mergers and acquisitions business enterprise income tax treatment of a number of issues (fiscal and taxation 2009