Each province、Autonomous Region、The People's Government of the Municipal Government，All ministries and commissions of the State Council、Direct institutions:
According to the "Guiding Opinions of the Central Committee of the Communist Party of China on Deepening the Reform of State -owned Enterprises"、"Opinions of the General Office of the State Council on strengthening and improving the supervision of state -owned assets to prevent the loss of state -owned assets" (Guoqi Fa [2015] No. 79) and other requirements，In order to implement the responsibility for the preservation and value -added value of state -owned capital，Improve state -owned asset supervision，Prevent state -owned asset loss，Agree with the State Council，The following opinions are put forward on the establishment of a system of illegal operational investment responsibility for state -owned enterprises。
1. Overall requirements
(1) Guidance thought。Comprehensively implement the 18th National Congress of the Communist Party of China and the Third Middle School of the 18th Session、Fourth Middle School、Fifth Plenary Session of the Plenary Session，According to the overall layout of the "five -in -one" and "four comprehensive" strategic layout，Firmly establish and implement innovation、Coordination、Green、Open、Share development concept，In -depth implementation of the spirit of General Secretary Xi Jinping's series of important speeches，Carefully implement the Party Central Committee、Decision and deployment of the State Council，Adhere to the direction of the reform of the socialist market economy，According to the requirements of improving the modern enterprise system，Target with improving the quality and economic benefits of state -owned enterprises，To strengthen the concentration of power、Fund dense、Resource enrichment、The supervision of the asset gathering department and positions focuses on，Strict accountability、Perfect mechanism，Construction of power and responsibility clear、Effective business investment responsibility system，Comprehensively promote the enterprise according to law，Improve coordinated operation、Effective check -in legal person governance structure，Improve the efficiency of state -owned capital、Enhance the vitality of state -owned enterprises、Prevent state -owned asset loss，Realize state -owned capital preservation and value -added。
(2) Basic principles.
1. Compliance according to law、illegal regulations must be investigated。Taking national laws and regulations as the criterion，Strictly implement the internal management regulations of the enterprise，For violating regulations、Related personnel who have not fulfilled or did not perform their duties caused the loss of state -owned assets and other serious adverse consequences，Strictly define illegal business investment liability，serious accountability，Implementing major decision -making liability accountability system。
2. Tie organization、Classification treatment。Institutions and state -owned enterprises that fulfill the duties of the investor and state -owned enterprises shall be in accordance with the requirements of state -owned asset classification management and cadre management authority，Organize the work of accountability。Disciplinary violations，Strictly handle according to law。
3. Objective and just、Punishment is appropriate。On the basis of fully investigating and verifying and determining responsibility，Consider both the standards and different quality，To determine the degree of asset loss and scope of accountability，Properly handle relevant responsible persons。
4. Combination of punishment、Correction。While seriously investigating the responsibility of illegal operation investment，Strengthen case summary and warning education，Constantly improving rules and regulations，Timely blocking business management vulnerabilities，Establish a long -term accountability mechanism，Improve the level of management and management of state -owned enterprises。
(3) Main target。Before the end of 2017，State -owned enterprise illegal operation investment liability system and responsibility reversal check mechanism basically forms，Scope of accountability、Standards、Programs and methods Clear specifications，Responsibility pursuit work achieved chapters to follow。By the end of 2020，Comprehensive establishment of an institution that covers the responsibilities of investors and state -owned enterprises at all levels to perform the work system of accountability for state -owned enterprises，Delitery is clear、The process is clear、Standardized and orderly responsibility account for work mechanism，Timely accountability for relevant responsible persons，State -owned enterprises' awareness and restrictions on responsibility for investment investment significantly enhanced。
2. Scope of accountability
State -owned enterprise management and management personnel violate national laws and regulations and internal management regulations for enterprises，Unforgettable or not correctly fulfilled its duties, causing the following situations to cause loss of state -owned assets and other serious adverse consequences，Should be held accountable:
(1) Group management and control。A major violation of discipline and violations of the subsidiaries，Cause major asset loss，Affects its continuous operating capacity or cause serious adverse consequences; the failure of failure stake sports betting appto fulfill or does not correctly fulfill its duties, cause a large asset loss in the group，For production and operation、The financial status has a significant impact;、Internal control defects and other problems Lost out of inspection，or it is not discovered but not reported in time、Treatment，Cause major risks, etc.。
(2) Purchase management。Failure to establish it in accordance with regulations、Performing the contract，Unforgettable or correctly fulfilled its duties, so that the price of the contract is obviously unfair; the transaction behavior is false or the "air rotation" trade is carried out in violation of regulations; Credit、Qualification、Guarantee (including mortgage、pledge, etc.) or prepaid amount，Use business prepaid or material transactions to raise funds in disguise;、options and other derivative business; not recovered or take effective preservation measures in time in accordance with the regulations。
(3) Engineering contracted construction。No investigation and demonstration of the contract target in accordance with regulations，Unauthorized or surpassing authorized bids，The price of winning the bid is serious than cost，Causes corporate asset losses; signing or changing contracts without authorization，The contract stipulates not strictly reviewed，There are major omissions; engineering materials have not bid in accordance with regulations;、subcontracting; confusion in the management of engineering organizations，As a result, the quality of the project does not meet the standard，The cost of the project is seriously overrun;、Super Progress Payment, etc.。
(4) Transfer property right、In terms of equity and assets of listed companies。Failure to perform decision -making and approval procedures or transcend the scope of authorization in accordance with regulations; financial audit and asset evaluation violate relevant regulations; organizations provide and disclose false information，Manipulating intermediaries issued false financial audits、Asset assessment results; the avoidance system is not implemented in accordance with relevant regulations，Causes asset loss; the principle of violations of relevant regulations and public fair transactions，Low price transfer corporate property rights、Equity and assets of listed companies。
(5) In terms of fixed asset investment。No feasibility study or risk analysis of non -risk as required; the project budget is not strictly reviewed，Seriously deviated from reality; did not perform decision -making and approval procedures in accordance with regulations，Discarded asset losses; the purchase and construction projects did not bid in accordance with regulations，Intervention or manipulating bidding; major changes in the external environment，No timely adjusting the investment plan in accordance with regulations and taking stop loss measures; changing engineering design without authorization、Construction content; the project management is chaotic，As a result, the serious drag period of construction、The cost is significantly higher than similar projects, etc.。
(6) Investment mergers and acquisitions。Investment mergers and acquisitions have not conducted due diligence in accordance with regulations，or due to due diligence, no risk analysis，There are major omissions; financial audit、Asset evaluation or valuation violates relevant regulations，or investment in mergers and acquisitions、Instructed the intermediary agency or relevant units to issue false reports; no decision -making and approval procedures are performed in accordance with regulations，Decisions have not fully considered major risk factors，No risk prevention plan is formulated; illegal regulations provide cashiers for other joint ventures in various forms，Or send benefits to related parties through high premium mergers and acquisitions; investment contracts、Agreement and target corporate company constitution China has the lack of equity protection clauses in China，The management of the target enterprise is out of control; the rights of shareholders will not be exercised after investing in the shares，major changes occurred in time and did not take stop loss measures in time; violated the contract to pay the merger and acquisition price in advance。
(7) Reform restructuring。Failure to perform the decision -making and approval procedures in accordance with regulations; fail to organize a clean -up approach in accordance with regulations、Financial audit and asset evaluation; intentional transfer、Hidden state -owned assets or provide false information to intermediaries，Manipulating the intermediary institution issued false clearance assets、Financial audit and asset evaluation results; the state -owned assets are obviously unfair and low -cost shares、Sale or divide it to other units or individuals for free;、Implementing the reorganization of employee shareholding plans and other reorganizations in disguise、Private division of state -owned equity; no state -owned asset transfer prices are not charged in accordance with regulations; the restructuring company articles of association China has the lack of rights protection clauses in China。
(8) Fund management。Violation of decision -making and approval procedures or exceed permissions approved funds; set up "small vault"; illegal fundraising、Issuance of stock (bond)、Donation、Guarantee、Entrust financial management、Borrowing funds or opening a letter of credit、Apply for bank bills; virtual list of expenditures to collect funds; illegal regulations to retain funds in personal name、Revenue and expenditure settlement、Open bank account; illegal regulations、Employee salary and benefits; due to the lack of financial internal control，Occupibility、Stealing、Fraud, etc.。
(9) Risk management。Lack of internal control and risk management system，There are major defects in the internal control process or inadequate execution of internal control; the major risk of operating investment cannot be analyzed in time、Identification、Evaluation、Warning and response; for corporate rules and regulations、The legal review of economic contracts and important decisions is not in place; excessive liabilities endanger the company's continuous operation，maliciously escape financial debt; concealment、Demonstration of major risks and risk loss events，Instructed to prepare false financial reports，Enterprise accounts are serious and inconsistent。
stake online sports betting(10) Other violations of regulations shall be held accountable.
3, asset loss identification
Asset losses to the business investment of state -owned enterprises，It should be based on the investigation and verification，Determine the amount and influence of the loss and influence in accordance with relevant regulations。
(1) Asset loss includes direct losses and indirect losses。Direct loss is the amount and influence of the loss of direct causality with relevant personnel behavior。Indirect loss is caused by the behavior of relevant personnel，Except for direct loss、Can confirm the amount and influence of the measured measurement。
(2) Asset loss is divided into general asset loss、Large asset loss and major asset loss。Losses involved in the investigation of violations of discipline and law and criminal behavior，In accordance with the relevant party regulations and regulations of national laws and regulations;，The institution and state -owned enterprises that perform the duties of the investor and state -owned enterprises formulate the degree of asset loss according to the actual situation。
(3) The amount and impact of asset loss，Can be based on justice、Written documents issued by the administrative organ，Accounting firm with corresponding qualifications、Asset evaluation agency、Law Firm and other intermediary agencies special audit、Evaluation or verification report，and the internal proof materials of the enterprise conducts comprehensive research and judgment and determination。Related business investment has not yet formed factual loss，The assessment of the intermediary agency is predictable in the future.，Can be identified as or asset loss。
4. Decision on the responsibility of business investment
State -owned enterprise management and management personnel violate the regulations during the office of office，Unforgettable or without correct duties, causing losses of state -owned assets and other serious adverse consequences，It shall be held accountable;，It should be included in the scope of accountability，Implementing major decision -making liability accountability system。Business investment responsibilities are divided into direct liability according to work responsibilities、The responsibility and leadership responsibility。
(1) Direct responsibility refers to the relevant personnel within the scope of their work responsibilities，Violation of regulations，Not fulfilling or not performing responsibilities correctly，Responsibility that should be assumed when the asset loss or other adverse consequences caused by decisive effects。
The person in charge of the enterprise exists in the following circumstances，Direct responsibilities: I may jointly violate the national laws and regulations and the internal management regulations of the enterprise;、Instructions、Strong order、Vulnerability、Shelter shelter violations of national laws and regulations and internal management regulations of the enterprise; without democratic decision -making、Discussion or documentation of related meetings、Report review and other prescribed procedures，Direct decision、Approval、Organize major economic matters，and cause major asset losses or other serious adverse consequences; host the relevant meeting discussions or study in other methods in files，With the disagreement of most people，Direct decision、Approval、Organize major economic matters，Cause major asset losses or other serious adverse consequences; it will be used as the first responsible person (total responsibility) in accordance with relevant laws and regulations、The relevant target liability matters signed or other important responsibilities that should be fulfilled，Authorized (entrusted) Other leading cadres decision -making, improper decision or decision error cause major asset loss or other serious adverse consequences; other negligence、Device and behaviors that should bear direct responsibility。
(2) The responsibility of the supervisor means that the relevant personnel are within the scope of their direct supervisor (in charge)，Violation of regulations，Not fulfilling or not performing responsibilities correctly，Responsibility for the loss or adverse consequences caused by the resulting assets。
(3) Leading responsibility refers to the main person in charge within the scope of their work responsibilities，Violation of regulations，Not fulfilling or not performing responsibilities correctly，Responsibility for the loss or adverse consequences caused by the resulting assets。
5. Responsibility for handling
(1) According to the degree of asset loss、Question nature, etc.，Organizational processing of relevant responsible persons、Deducting salary、Forbidden entry restrictions、Disciplinary punishment、Transfer to judicial organs to handle。
1. Organizational processing。Including criticism education、Order written inspection、Report criticism、Commandment、Discort、Set off work、Dowager、Reform the position of non -leaders、Order to resign、Free of office。
2. Deducting salary。Deduction and pursuing the annual salary of performance or term incentive income，Termination or recover the medium and long -term incentive income，Cancel off participating in medium- and long -term incentive qualifications, etc.。
3. Forbidden entry restrictions。Directors of state -owned enterprises within five years of five years、Supervisor、Senior managers。
4. Disciplinary punishment。Investigate and deal with the corresponding disciplinary inspection and supervision organs in accordance with laws and regulations。
5. Transfer to judicial organs for treatment。According to relevant national laws and regulations，Transfer to the judicial organs to investigate and deal with it in accordance with the law。
The above treatment method can be used alone，can also be used merged and used。
(2) Asset loss in state -owned enterprises，After verification and verification and responsibility identification，Except for transferring to judicial organs in accordance with relevant regulations，It should be treated as follows:
1. For larger asset losses，Report criticism to those who are directly responsible and responsible for the supervisor、Commandment、Discort、Set off work、Drop your job, etc.，Deduct salary at the same time according to the following standards: deducting and pursuing the responsibility for the annual salary of 50%to 100%of the year、Deduction and pursuit of liability for the year (inclusive) 50%-100%of the term of office incentive income and extend the annual salary of performance，Termination of the medium and long -term incentive rights and interests that have not yet been exercised、Pay liability for the stake sports betting appyear and the year of the year and the previous year in all medium and long -term incentive income、No new medium- and long -term incentives in the enterprise within five years。
Criticism of the person responsible for leaders、Commandment、Discort、Treatment of jobs, etc.，At the same time, deducting salary in accordance with the following standards: deducting and pursuing the responsibility for the annual salary of 30%-70%of the year、Deduction and pursuit of liability identification annual (inclusive) 30%-70%of the term of office incentive income and extend the annual salary of performance，Termination of the medium and long -term incentive rights and interests that have not yet been exercised、Don’t participate in the new medium and long -term incentives of the enterprise within three years。
2. For major asset loss，Give a surrender to those who are directly responsible and responsible for supervisors、Reform the position of non -leaders、Order to resign、Exemption and prohibition restrictions，At the same time, deducting salary in accordance with the following standards: deducting and pursuing liability for the annual salary of 100%performance、Deduction and pursuit of liability identification annual (inclusive) 100%term incentive income of the first three years and extend the annual salary of the payable performance，Termination of the medium and long -term incentive rights and interests that have not yet been exercised、Pay liability for the year (inclusive) all the mid- and long -term incentive income of the first three years、You must not participate in the new medium and long -term incentives of the enterprise。
Give the person responsible for leaders to leave the job、Dowager、Reform the position of non -leaders、Order to resign、Exemption and prohibition restrictions，At the same time, deducting salary in accordance with the following standards: deducting and pursuing the responsibility of 70% -100%performance annual salary、Deduction and pursuit of liability for the year (inclusive) 70%-100%of the term incentive income of 70% -100%in the first three years and extend the annual salary of the performance，Termination of the medium and long -term incentive rights and interests that have not yet been exercised、Pay liability for the year (inclusive) all the mid- and long -term incentive income of the first three years、No new medium- and long -term incentives in the enterprise within five years。
3. The responsible person is no longer receiving the annual salary of performance in the company in the responsibility identification year，Calculation of the total performance annual salary of the year before the departure and the sum of the total revenue of the term of the previous three years，Refer to the salary with reference to the above standards。
4. For the same event、The salary deduction and pursuit of the person with the same responsible person，Disclosure of party discipline and government and discipline、Responsibility accounting, etc. The highest standard execution of salary treatment，but not combined with。
(3) Frequently occurred in asset loss、Great amount、Serious consequences、Affecting bad，Unable to take timely measures or measures to fail to lead to the expansion of asset losses，and concealment、Lying the loss of assets，Should be dealt with from re -treatment。Take timely measures to reduce time、Remove losses and eliminate adverse effects，You can deal with it appropriately。
(4) Specific standards for the handling of investigation of investment responsibilities of state -owned enterprises illegal operations，Institutions that perform the duties of investors at all levels are based on the degree of asset loss、Should bear responsibility, etc.，Formulate according to this opinion。
6. Organization of the work of accountability
(1) Carrying out the accountability of illegal operation investment in state -owned enterprises，The following procedures should be followed:
1. Acceptance。Asset loss is found，It should be reported immediately in accordance with the requirements of jurisdiction and related procedures。The acceptance department shall prelude to the clues of the loss of assets，belonging to the scope of accountability，Should start the responsibility for accountability in time。
2. Investigation。The acceptance department shall organize investigations in a timely manner in accordance with the authority permissions，Check the loss of assets and related business、A verification of the amount and loss of the loss、Check the cause of the loss、Determine the corresponding responsibility、Proposal rectification measures, etc.，If necessary, it can be approved to form a joint investigation team for verification，and issue an investigation report on the loss of assets。
3. Treatment。According to the investigation facts，Transfer to relevant departments in accordance with the regulations of jurisdictions，Responsible for relevant responsible persons in accordance with management authority and related procedures。Relevant responsible persons have objections to deal with the processing decision，I have the right to make a complaint，But the execution of the original processing decision does not stop during the appeal。Responsibility for investigation and the results of the processing of the processing is publicly within a certain range。
4. Rectification。State -owned enterprises with asset loss should carefully summarize the lessons，Implementation of rectification measures，Covering management vulnerability，Establish and improve long -term mechanism for preventing losses。
(II) Organization of responsibility in principle is organized in accordance with cadre management authority，General asset losses shall be held accountable for their own responsibilities in accordance with relevant regulations，A higher -level enterprise or an institution that performs the duties of the investor believes it is necessary，It can be directly organized;，Institutions shall be held accountable by institutions that shall be performed by higher -level enterprises or performing the duties of investors;、The amount of asset loss is particularly huge and endangered that the survival and development of the enterprise，It should be held accountable for institutions that perform the duties of the investor。
(3) Violation of regulations，Directors who have not fulfilled or did not perform their duties correctly causing losses of state -owned assets，Except for liability for compensation in accordance with the law，It should be in accordance with the company law、Company Articles of Association and this opinion provisions to deal with it。Director of direct responsibility for the loss of major assets，should be adjusted or dismissed in time。
(4) During the investigation of business investment liability，The annual salary of the performance of the person who has not paid or cashed the relevant responsible person、Term incentive income、Medium and long -term incentive income, etc., should be suspended or cashed at; the relevant responsible persons who may have successfully stake betting appcarried out the investigation work，Test of duty can be taken by sight、Set off work、Exempting and other measures。
(5) Safety production、Environmental pollution liability accidents and major instability incidents，It is handled separately in accordance with relevant national regulations。
7. Work requirements
(1) Institutions at all levels performing the duties of investors must clarify the responsibilities that the person in charge of the funded enterprise must perform in business investment activities，Guide it to establish a sense of responsibility and risk，Operation according to law，Integrity，Perseverance of professional ethics，Responsibility for performing duties，Standardize business investment decisions，Maintenance of state -owned asset security。State -owned enterprises should improve the company's articles of association，Establish and improve major decision -making evaluation、Performance records of decision -making matters、Decision -making fault determination and other supporting systems，Refined list of various types of business investment，Clear job responsibilities and performance procedures，Constantly improving the standardization of management investment responsibility management、Scientific level。Institutions and state -owned enterprises that fulfill the duties of the investor should be in the relevant external director、In the appointment contract of professional managers，Clarifying the principle requirements of illegal business investment responsibilities。
(2) Institutions and state -owned enterprises that perform their duties at all levels must be in accordance with the requirements of this opinion，Establishing and improving the system of illegal business investment accountability，Principles of the investigation of accountability of business investment、Scope、Basis、Starting mechanism、Program、Method、Standards and Responsibilities，Guarantee illegal business investment liability accountability work can follow、Specification order。The accountability system for state -owned enterprises' illegal operating investment responsibilities shall be reported to the institution for institutions that perform the duties of investors。
(3) State -owned enterprises must give full play to the party organization、Audit、Finance、Law、Human Resources、Inspection、Disciplinary Inspection and Supervision and other departments' supervision role，Forms a joint implementation、Coordinated linkage、Standardized and orderly responsibility account for work mechanism，Important circumstances and issues report to the institution that fulfills the duties of the investor in a timely manner。The institution that fulfills the responsibilities of the investor shall strengthen it with the Overseas Supervisory Board、Inspection team、Audit authority、Disciplinary Inspection and Supervision Organs、Coordination of judicial organs，Do a good job of accountability for illegal operation investment in state -owned enterprises。major violations of laws and regulations such as illegal operations and investment in state -owned enterprises should be discovered without discover or perfunctory、No report、Inadequate investigation and punishment，Strict responsibility for dereliction of duty and malfeasance of relevant personnel who strictly investigate the responsibilities of enterprises and perform the duties of investors。
(4) Institutions and state -owned enterprises that perform their duties at all levels and state -owned enterprises should do a good job of publicity and explanation of relevant systems for illegal operations of state -owned enterprises，Gathering social consensus，Create a good atmosphere for the work of pursuit of in -depth responsibility; it is necessary to combine the investigation and treatment of specific cases，Summary and notification at the appropriate range，Explore the investigation and processing situation of public publicly，Accept social supervision，Give full play to the role of warning education。
This opinion is applicable to the accountability of the illegal operation investment responsibility for state -owned and state -owned controlling enterprises。Finance、Culture and other state -owned enterprises illegal operation investment liability for investigation of investment illegal operation，Another provision of the central government shall be implemented in accordance with its regulations。
General Office of the State Council
August 2, 2016
