Recently, the State Council issued the "Opinions on Further Optimizing the Market Environment of Enterprise Mergers and Reorganizations" (Guo Fa [2014] No. 14, hereinafter referred to as "Opinions"). The reporter interviewed the head of the Ministry of Industry and Information Technology.

1. After the publication of the "Opinions", it has aroused widespread concern from the news media and the community. Please brief us on the background of the "Opinions".

A: In recent years, under the active promotion of various departments, the policy environment for mergers and acquisitions has gradually improved, the pace of mergers and acquisitions has accelerated, the competitiveness of enterprises has been continuously enhanced, and the organizational structure of the industry has been continuously optimized. However, it should be noted that China's industrial structure is irrational, the degree of concentration is low, and the problems of small and scattered enterprises are still very prominent, resulting in low efficiency of resource allocation in some areas, repeated construction and overcapacity, and disorderly development of industries, which have long plagued China's industrial structure. Changes in the way of adjustment and development. Merger and reorganization is an effective measure for enterprises to strengthen resource integration, achieve rapid development, and improve competitiveness. It is an important way to adjust and optimize industrial structure and improve development quality and efficiency. Through mergers and acquisitions, it will help enterprises to grow rapidly, strengthen their strength, and form a group of large enterprises with industry leading ability and international competitiveness; it will help to enhance the core competitiveness of enterprises and industries, and promote industrial transformation and upgrading in international competition. Seize the commanding heights. In addition, mergers and acquisitions of enterprises are still necessary to resolve the contradiction of overcapacity and solve the problems facing the current economic development. Through mergers and acquisitions, it is possible to optimize the allocation of existing dispersed production capacity and promote the partial excess capacity to exit the market, which is conducive to the formation of Yuyou. Strong industrial-led industrial development pattern, enhance the coordination and self-discipline of industry development.

At present, China's enterprise mergers and acquisitions still face some institutional and policy obstacles. First, the tax burden of mergers and acquisitions is heavier. Second, financing is difficult, financing costs are high, and financing methods are relatively simple. Third, the institutional mechanisms involved in mergers and acquisitions are still Imperfect, cross-regional and cross-ownership mergers and acquisitions are difficult; Fourth, mergers and acquisitions involve more approvals and longer time. These problems have affected the smooth progress of mergers and acquisitions, and must be effectively addressed.

In order to thoroughly implement the spirit of the Party’s 18th and 18th Central Committees and the 3rd Plenary Session, conscientiously implement the decision-making arrangements of the Party Central Committee and the State Council, actively create a good market environment for mergers and acquisitions, and give full play to enterprises in mergers and acquisitions. The main role requires the issuance of "Opinions", eliminating institutional and institutional obstacles, optimizing the policy environment, improving services and management, and effectively exerting the positive role of mergers and acquisitions to promote industrial restructuring.

2. What are the main objectives and basic principles of the Opinions?

A: As mentioned above, the current mergers and acquisitions of Chinese enterprises still face a series of difficulties and problems. In order to actively create a good market environment and effectively solve the difficulties and problems faced by enterprises in mergers and acquisitions, we must strive to achieve the following main objectives: First, the institutional mechanism further improvement. The administrative examination and approval items related to mergers and acquisitions of enterprises have been gradually reduced, the efficiency of examination and approval has been continuously improved, and the market system for mergers and acquisitions of enterprises has been further improved, and market barriers have been gradually eliminated. Second, the policy environment is more optimized. The financial, fiscal, taxation, land, and employee resettlement policies that are conducive to mergers and acquisitions of enterprises have been further improved. The problems of financing and burdens of mergers and acquisitions of enterprises have been gradually solved, and the merger and reorganization service system has been continuously improved. Third, corporate mergers and acquisitions have achieved new results. A group of enterprises have revitalized through mergers and acquisitions, industrial competitiveness has been further enhanced, resource allocation efficiency has been significantly improved, and the industrial structure has been continuously optimized.

To further optimize the merger and reorganization of the market environment, we need to grasp the following basic principles: First, respect the dominant position of the enterprise. Effectively mobilize the enthusiasm of enterprises, the enterprises make their own decisions, voluntarily participate in mergers and acquisitions, adhere to market-oriented operations, and avoid "lalang match" that violates the will of enterprises. The second is to play the role of market mechanism. Give play to the decisive role of the market in resource allocation, accelerate the establishment of fair, open and transparent market rules, eliminate the institutional and institutional barriers to mergers and acquisitions, and improve a unified, open and competitive market system. The third is to improve government management and services. Unreasonable regulations that restrict corporate mergers and acquisitions and increase the burden of mergers and acquisitions of enterprises, solve outstanding problems faced by mergers and acquisitions, guide and encourage independent enterprises to participate in mergers and acquisitions.

Third, comprehensive and deepening reform is an important task put forward by the Third Plenary Session of the 18th CPC Central Committee. It is the focus of work in the current and future period of China. How does the Opinions implement the spirit of this aspect, and what are the specific aspects?

A: The Third Plenary Session of the 18th CPC Central Committee pointed out that "economic system reform is the key to comprehensively deepening reforms. The core issue is to handle the relationship between the government and the market, so that the market plays a decisive role in resource allocation and better plays the role of the government." . Correctly handling the relationship between the government and the market, making the market play a decisive role in resource allocation is another sublimation of our party's understanding of the market law. At the same time, the government is by no means doing nothing, doing something, doing something, and improving it. Macroeconomic regulation and scientific management. The "Opinions" is one of the important measures to implement the spirit of the Third Plenary Session of the 18th Central Committee and comprehensively deepen the reform. It has always insisted on accelerating the promotion of mergers and acquisitions through reform and innovation. I understand that it is mainly reflected in the following aspects:

First of all, the "Opinions" regards adhering to the main body of the enterprise as an important basic principle, and clearly insists on adhering to the enterprise subject and market orientation. In the end, enterprise mergers and acquisitions are corporate behaviors. We must give full play to the main role of enterprises in mergers and acquisitions, so that the market can play a decisive role in resource allocation. We must follow market economic rules, adhere to market-oriented operations, and respect enterprises' independent decision-making. Administrative actions to avoid administrative orders that violate the will of the company. At the same time, it is necessary to speed up the transformation of government functions, improve the service system, remove obstacles that hinder mergers and acquisitions, create a good market environment, and stimulate the momentum of mergers and acquisitions.

Secondly, the "Opinions" proposed to speed up the reform of the administrative examination and approval system and further simplify the administration of power. The first is to systematically sort out the examination and approval items involved in mergers and acquisitions of enterprises, narrow the scope of examination and approval, and cancel relevant approvals for matters that can be effectively adjusted by the market mechanism. The "Opinions" clearly stated that it is necessary to cancel the review of the listed company's acquisition report, the approval of the listed company's major assets purchase, sale, and replacement (except for the backdoor listing), and the approval of the part of the tender purchase obligation exemption. The second is to simplify the approval process, optimize the approval process for mergers and acquisitions, and implement parallel approvals to avoid mutual preconditions. The "Opinions" require the implementation of the classified audit of mergers and acquisitions of listed companies, simplifying the foreign exchange management of overseas mergers and acquisitions, optimizing the prior information reporting confirmation procedures for overseas acquisitions of domestic enterprises, and accelerating the procedures for changing production licenses, industrial and commercial registration, and asset ownership certificates.

Third, the "Opinions" emphasize the improvement of market mechanisms. In summary, they can be roughly divided into two categories: on the one hand, the market mechanism is fully utilized. We will deepen the market-oriented reform of factor allocation, further improve the multi-level capital market system, accelerate the establishment of a modern enterprise property rights system, break market segmentation and regional blockade, and must not abuse administrative power to exclude and restrict competition, prevent monopolistic behavior, regulate market competition order, and strengthen the market. Supervision. On the other hand, stimulate the vitality of market players. We will relax private market access, accelerate the reform of monopoly industries, and open up industries and fields that are not explicitly prohibited from entering private capital. Deepen the reform of state-owned enterprises, promote the diversification of property rights of state-owned enterprises, improve the corporate governance structure, establish a modern enterprise system, and improve the appointment, removal, evaluation and incentive mechanisms for corporate leaders.

Fourth, the financial and capital markets have played an important role in mergers and acquisitions in developed countries. At present, China's M&A financing is still relatively difficult and relatively simple. How to make good use of the financial and capital markets to support mergers and acquisitions?

A: Whether the financing channels are smooth is an important factor restricting mergers and acquisitions. At present, China's financial and capital markets are not sufficiently supportive for mergers and acquisitions. The problems of financing difficulties, high financing costs, and relatively simple financing methods need to be further resolved. They are reflected in two aspects. First, the short-term M&A loan conditions and conditions of use. Strictly, the support for M&A loans is limited; Second, the payment methods and financing channels for mergers and acquisitions are relatively simple, the proportion of direct financing in M&A financing is relatively low, and the role of capital market in supporting mergers and acquisitions has not been fully utilized.

To this end, the "Opinions" proposed: First, we must optimize credit financing services. Guide commercial banks to actively and steadily carry out M&A loans under the premise of risk control. Promote commercial banks to implement comprehensive credit grants for mergers and acquisitions, and improve credit services for mergers and acquisitions. Second, we must give full play to the role of the capital market. Support qualified enterprises to finance through non-financial corporate debt financing instruments such as stocks, short-term financing bills, medium-term notes, non-publicly oriented debt financing instruments, and convertible bonds. Eligible companies are allowed to issue preferred shares and issue convertible bonds as mergers and acquisitions. The merger of shares issued by listed companies, the elimination of the minimum number of issuance restrictions, no longer mandatory performance commitments, the company's decision-making. Reform the share pricing mechanism of mergers and acquisitions of listed companies. Non-listed public companies merge and restructure, do not implement a comprehensive tender offer system, and allow the implementation of negotiated pricing of shares.

5. As you said before, at present, the tax burden of mergers and acquisitions of Chinese enterprises is heavier, which increases the cost of mergers and acquisitions. What countermeasures are proposed in the "Opinions"?

A: As an important part of the cost of M&A, taxation will affect the merger and reorganization decision-making to a certain extent. The excessive tax burden will even block the merger and reorganization of certain enterprises. At present, in the process of mergers and acquisitions of Chinese enterprises, involving corporate income tax, land value-added tax, value-added tax, business tax and other taxes, the tax burden is heavier. Specifically, the enterprise income tax policy for mergers and acquisitions needs to be improved, and enterprises enjoy special tax treatment for income tax. The conditions are relatively strict, and the land value-added tax still lacks a unified and standardized policy. The value-added tax and business tax preferential policies are still biased in the implementation process.

In order to solve the above problems, the "Opinions" proposes to improve the merger and reorganization of corporate income tax policies, reduce the proportion of the acquisition of equity (assets) in the total equity (assets) of the acquired enterprises, expand the scope of application of the specific tax treatment policy for income tax, research and improve the non- Corporate income tax related policies in the monetary asset investment transaction, we must promptly study and improve the unified policy of supporting the enterprise restructuring and restructuring involving land value-added tax. At the same time, in view of the fact that some local tax authorities currently regard some behaviors that are exempt from VAT and business tax as sales taxation, the Opinions clarify that the relevant behaviors cannot be regarded as sales tax and business tax.

6. Enterprises will also involve land and employee resettlement in mergers and acquisitions. What policy measures does the Opinions have in this regard?

A: In the merger and reorganization of enterprises, it is inevitable to involve land and staff resettlement issues. The Opinions also put forward specific measures in these two aspects.

In terms of improving land use preferential policies, the "Opinions" propose that the government land reserve institutions can recover the land that the enterprise has withdrawn due to mergers and acquisitions, and the land compensation fees paid to the enterprises according to regulations can be used for resettlement of employees and debt repayment. The enterprise merger and reorganization and replacement of land can be arranged by means of transfer or lease to arrange industrial land, and accelerate the handling of policies such as mergers and acquisitions of land transfer and change procedures. Regarding the resettlement of employees in mergers and reorganizations, the "Opinions" proposes to implement the policy of revitalizing and reorganizing the staff relocation, further implementing the policy of promoting re-employment of employees, doing a good job of transferring the social insurance relationship of employees, and safeguarding the legitimate rights and interests of employees; The team's enterprises give stable job subsidies, and the funds required are included in the unemployment insurance fund.

7. It is well known that due to various factors, it is difficult to merge and reorganize cross-regional and cross-ownership enterprises in China, and progress is not smooth. How can the "Opinions" solve this problem?

A: As you said, at present, China's cross-regional and cross-ownership enterprises have faced many difficulties in mergers and acquisitions. The reason is very complicated. With regard to cross-regional mergers and acquisitions, the cross-regional merger and reorganization benefit sharing mechanism is still not perfect. Some places consider factors such as GDP, taxation, and employment, and are reluctant to be merged by foreign companies. With regard to cross-ownership mergers and reorganizations, due to the inadequacy of state-owned enterprise reforms and imperfect assessment and evaluation systems, there are obstacles to the transfer of property rights across ownership systems. Later integration will face many problems such as employee status conversion, land use, asset integration, and debt disposal, leading to cross-ownership. There is insufficient motivation for mergers and acquisitions. It should be said that many of these issues involve deep-level institutional mechanisms that need to be addressed through deepening reforms and innovations.

The "Opinions" focus on the following three aspects: First, improve the cross-regional merger and reorganization benefit sharing mechanism to eliminate barriers to cross-regional mergers and acquisitions. Clean up and eliminate restrictions such as market segmentation and regional blockade, strengthen special supervision and inspection, and implement accountability system. Implement the enterprise income tax distribution policy of the regional branch offices, coordinate and solve the problem of cross-regional benefit sharing of mergers and acquisitions, and gradually solve the problem of statistical ownership of merged enterprises across regions. The second is to relax the access to private capital markets. Open up industries and fields that are not explicitly prohibited from entering private capital. Promote the reform of the shareholding system of the enterprise, develop the mixed ownership economy, and support the parent company of the state-owned enterprise to introduce private capital through the transfer of shares, capital increase and share expansion, and joint venture cooperation. Accelerate the reform of monopoly industries and open up the competitive business areas of monopoly industries to private capital. The third is to deepen the reform of state-owned enterprises. We will further promote the diversified reform of property rights of state-owned enterprises, improve the corporate governance structure, and establish a modern enterprise system. Reform the appointment, removal, evaluation and incentive mechanism for the responsible persons of state-owned enterprises, and improve the evaluation and evaluation system for mergers and acquisitions of state-owned enterprises. Increase the integration of internal resources of state-owned enterprises, and promote the investment of state-owned capital in important industries and key areas that are related to national security and the lifeline of the national economy.

8. At present, many industries in China urgently need mergers and acquisitions, and they need to give full play to the guiding role of industrial policies. What considerations does the Opinions have in this regard?

A: Affected by many factors, many industries in China, especially industrial development, have extensive industrial concentration, and there is no industrial development pattern dominated by superior and strong enterprises. The contradiction of overcapacity in some industries is very prominent, and the task of industrial restructuring is still very difficult. . This urgently requires industrial policies to play a role in guiding mergers and acquisitions.

To this end, the "Opinions" put forward: First, play the role of industrial policy. Improve the industrial policies of relevant industries, improve energy conservation, environmental protection, safety and other standards, standardize industry access, form a mechanism to reverse the merger, and guide mergers and acquisitions. Supporting enterprises to reduce excess capacity through transformation and restructuring, transformation and transformation, and construction of projects with severe overcapacity, it is necessary to formulate capacity replacement plans and implement equal or reduced replacement.

Second, encourage the merger and reorganization of superior and powerful enterprises. Efforts should be made to create an environment conducive to enterprises to be better and stronger, to promote the combination of advantageous enterprises, to implement strategic reorganization, to promote the development of “specialized and special” for small and medium-sized enterprises, and to form an industrial pattern dominated by superior and strong enterprises and coordinated development of large and medium-sized enterprises. .

Third, guide enterprises to conduct cross-border mergers and acquisitions. Implement policies to improve corporate cross-border mergers and acquisitions, support and encourage powerful companies to conduct cross-border mergers and acquisitions, and optimize resource allocation on a global scale. Standardize the order of overseas mergers and acquisitions of enterprises, strengthen cooperation and competition, and rationally and orderly use global resources. Actively guide enterprises to formulate overseas M&A risk response plans and prevent debt risks.

Fourth, strengthen the integration of mergers and acquisitions after mergers and acquisitions. Some data show that the key to the failure of many mergers and acquisitions is the unsuccessful integration after the reorganization. It should actively guide and encourage enterprises to strengthen the integration of funds, technology and talents after mergers and acquisitions, eliminate backward production capacity, implement technological transformation and structural adjustment, and strengthen Management innovation, do better and stronger.

9. Strengthening the merger and reorganization of services and management of enterprises is an inevitable requirement for the transformation of government functions. What are the requirements of the Opinions?

A: It should be said that mergers and acquisitions are mainly the enterprises themselves. The government mainly creates a fair and equitable external environment. While improving the policy environment, it should also actively provide public services for mergers and acquisitions, strengthen supervision and standardization. Corporate mergers and acquisitions, to prevent various contradictions and problems arising in mergers and acquisitions.

The "Opinions" propose that one must promote the construction of the service system. Further improve the merger and reorganization of public information service platforms and expand information exchange channels. Enhance the capacity and level of intermediary service organizations, and cultivate a group of intermediary service organizations with strong business capabilities and high service quality, and improve service capabilities in key areas and weak links. Give play to the important role of industry associations in corporate mergers and acquisitions. Second, we must establish a statistical monitoring system. Establish a statistical indicator system for mergers and acquisitions, and establish and improve statistical investigation, monitoring, analysis and release systems. Give play to the role of intermediary organizations such as industry associations, integrate information resources, and smooth the flow of statistical information to provide timely and effective information services for enterprises. Third, we must regulate the merger and reorganization behavior of enterprises. Strictly protect the legitimate rights and interests of employees, creditors and investors, regulate the disposal of state-owned assets, safeguard financial claims in accordance with the law, strengthen the supervision of listed companies and non-listed public companies, and strengthen the security review of foreign investors in mergers and acquisitions of domestic enterprises.

10. After the introduction of the policy, implementation is the key. What considerations should be made in the implementation of the organization?

A: This is indeed a very important issue. The effectiveness of policy implementation depends on the implementation of policies. In 2010, the State Council approved the establishment of an inter-ministerial coordination group for mergers and acquisitions, led by the Ministry of Development, the Ministry of Development and Reform, and the Ministry of Finance, which played an active role in guiding mergers and acquisitions. After the publication of the "Opinions", we will work together with relevant departments to implement the work. First, we must do a good job in publicizing and interpreting documents, strengthen cooperation with relevant media, organize special interpretations and in-depth reports, and hold publicity meetings to guide local, industry, and enterprises to implement the "Opinions." Second, we must give full play to the role of the inter-ministerial coordination group for mergers and acquisitions, increase coordination and coordination, solve major problems in cross-regional cross-ownership mergers and acquisitions and cross-border mergers and acquisitions, do a good job in implementing major deployments, and organize policy implementation. Assessment and supervision. Third, actively strengthen communication and cooperation with various regions and relevant departments, coordinate with relevant departments to formulate supporting policies and measures, urge all regions to establish a sound coordination mechanism and service system, strengthen organizational leadership, and formulate specific implementation plans based on local conditions to ensure policies. The measures were implemented.

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