Each province、Autonomous Region、People's Government of the Municipal Municipality，All ministries and commissions of the State Council、Direct institutions:

Reconstruction of state -owned capital investment、Operation Company，It is an important measure to reform the management system authorized by the state -owned capital authorized by the management of capital。According to the "Guiding Opinions of the Central Committee of the Communist Party of China on Deepening the Reform of State -owned Enterprises"、"Several Opinions of the State Council on Reform and Improve the State -owned Assets Management System" and the Party Central Committee、Work deployment of the State Council，To accelerate the promotion of state -owned stake sports betting appCapital Investment、The pilot work of the operation company's reform，Now the following implementation opinions are proposed。

1. Overall requirements

(1) Guidance thinking. 

Comprehensively implement the 19th National Congress of the Communist Party of China and the 2nd Middle School of the 19th National Congress、The spirit of the Third Plenary Session，Guided by Xi Jinping's new era of socialism with Chinese characteristics as the guidance，Adhere to the direction of the reform of the socialist market economy，Firmly strengthen the party's leadership of the party to state -owned enterprises，Focus on the innovation system and mechanism，Improve the state -owned asset management system，Deepen the reform of state -owned enterprises，Promoting state -owned asset preservation and value -added，Promote the stronger capital of state -owned capital to become better and better，Effectively prevent the loss of state -owned assets，Effectively give play to the leading role of state -owned enterprises in deepening supply -side structural reforms and promoting high -quality economic development。

(2) Pilot target. 

Establish a state -owned capital investment through reorganization、Operation Company，Construction of state -owned capital investment、Operation subject，Reform state -owned capital authorization operation system，Improve the state -owned asset management system，Separation of the ownership of state -owned capital and business rights，Implement the market -oriented operation of state -owned capital。Give full play to state -owned capital investment、Operating company platform function，Promote the reasonable flow of state -owned capital，Optimize state -owned capital investment，To key industries、Concentration of key areas and advantageous enterprises，Promote optimization and structural adjustment of state -owned economic layout，Improve state -owned capital allocation and operating efficiency，Better to serve national strategy needs。Pilot advance，Bold exploration，Timely study and solve the key difficulties in the reform，Form a copy -available as soon as possible、Prompened experience and mode。

(3) Basic principles. 

Adhere to the party's leadership。Establish and improve modern state -owned enterprise system with Chinese characteristics，Integrate the party's leadership into all aspects of the company's governance，Embeds the corporate party organization into the corporate governance structure，Clarify and implement the statutory status of party organizations in corporate legal person governance structure，Give full play to the leadership of the party organization，Ensure that the party and the state policy and policies、Implementation of major decision -making deployment。

Adhere to institutional innovation。Strengthen the supervision of state -owned assets based on management capital，Improve the market -oriented mechanism of state -owned capital investment and operation。Science and reasonable definition government and state -owned asset supervision agencies，State -owned stake sports betting appCapital Investment、The border between the rights of the operating company and the shareholding company，Improvement chain of power and responsibility for unity，Further implement the main position of the corporate market，Cultivate state -owned backbone enterprises with innovative ability and international competitiveness。

Adhere to optimizing the layout。Investment by authorized state -owned capital、The operating company fulfills the duties of the investor，Promote the reasonable flow of state -owned capital，Optimize the layout of state -owned capital，Investment in state -owned capital、Operation can better serve national strategic goals。

Adhere to strengthening supervision。Correctly handle the relationship between authorization operations and strengthen supervision，Clear supervision responsibilities，Construction and strengthen government supervision、Discipline Inspection and Supervision Supervision、The supervision system of supervision and social supervision of investors，Enhanced supervision synergy、targeted and effective，Prevent state -owned asset loss。

2. Pilot content

(1) Function positioning. 

State -owned stake sports betting appCapital Investment、The operating company is a state -owned wholly -owned company that fulfills the duties of state -owned capital investors within the scope of the state authorization，It is a professional platform for the market -oriented operation of state -owned capital。The company takes capital as the bond、The operation of state -owned capital on the basis of property rights，Not engaged in specific production and operation activities。State -owned Capital Investment、The operating company exercises shareholders' responsibilities for the shareholders they hold，Maintain the legitimate rights and interests of shareholders，Limited to the limited liability with the amount of capital，Practice the layout of state -owned capital in accordance with the principles of responsibility and power、Improve the efficiency of state -owned capital operation、Realize the responsibility of state -owned asset preservation and appreciation。

State -owned Capital Investment Corporation mainly serves national strategy、Optimize the layout of state -owned capital、Improve industrial competitiveness as a goal，Relational national security、Important industries and key areas of national economic life pulse，According to the requirements of state -owned capital layout and structural optimization determined by the government，Mainly controlled the strategic core business，Through investment and financing、Industrial cultivation and capital operations，Give full play to investment guidance and structural adjustment，Promote industrial agglomeration、Resolve excess capacity and transformation and upgrade，Cultivate core competitiveness and innovation ability，Actively participate in international competition，Focus on improving state -owned capital control、Influence。

State -owned capital operation companies mainly improve the efficiency of state -owned capital operations、Improve the return of state -owned capital as a target，Mainly financial holdings，Through equity operation、Fund Investment、Cultivate incubation、Value Management、Order and retreat, etc.，Stocking State -owned Assets Stock，Guide and drive the common development of social capital，Realize the reasonable flow of state -owned capital, the reasonable flow and value preservation value -added。

Investment according to state -owned capital 

According to the target task and area of ​​the country，State -owned Capital Investment、Operating companies can take two ways to reorganize and set up a new way。Investment according to state -owned capital、The specific positioning and development needs of the operating company，Reorganized and integrate related state -owned capital。

Investment in state -owned capital、The asset of the operating company，It is the overall equity (asset) or some equity of the existing enterprise。After the equity is divided，Accelerate the peeling away from the social functions of the state -owned enterprises and solve the problem of historical leftover in accordance with the current policy，Take a market -oriented method to dispose of non -performing assets and business。Equity is divided into involved in listed companies，It should comply with relevant securities supervision regulations。

(3) Authorization mechanism. 

According to the state -owned asset supervision agency awarded the responsibilities of the investor and the government directly awarded the duties of the investor to carry out state -owned capital investment、Operation Company Pilot。

1。The authorization model of state -owned asset supervision agencies。Government authorized state -owned asset supervision agencies to invest in state -owned capital in accordance with the law、The operating company fulfills the duties of the investor; the state -owned asset supervision institution invests according to state -owned capital、The specific positioning and actual situation of the operating company，According to the principle of "one enterprise, one policy"，Authorized state -owned stake sports betting appCapital Investment、The operating company fulfills the duties of the investor，Develop a supervision list and list of responsibility，Determine investment in state -owned capital、The supervision content and method of the operating company，Implement state -owned capital investment in accordance with the law、Operation Company's board of directors。State -owned Capital Investment、Operating companies Perform the state -owned capital within the scope of authorization。State -owned asset supervision agencies are responsible for investing in state -owned capital、Operation companies conduct assessment and evaluation，and regularly report to the people's government at the same level，Key explanation of the state -owned capital investment supervised by the explanation、Operation Company implements national strategic goals、State -owned asset preservation and value -added。

2。The government direct authorization mode。The government directly authorizes state -owned capital investment、Operating companies Perform the state -owned capital within the scope of authorization。State -owned Capital Investment、Operation companies carry out the operation of state -owned capital based on authorization，Implement national strategy and policy goals，Regularly report the annual work of the government for the government，Report on time in time。The government directly invests in state -owned capital、Operating companies conduct assessment and evaluation。

(4) Governance structure. 

State -owned Capital Investment、Operating companies will not have shareholders' meeting，Exercise the shareholders' meeting by the government or state -owned asset supervision agency，Government or state -owned asset regulatory agency may authorize state -owned capital investment、Operation Company's board of directors exercise part of the shareholders' association。According to the requirements of the modern state -owned enterprise system with Chinese characteristics，State -owned Capital Investment、Operating company set up party organizations、Board、Manager layer，Standardize corporate governance structure，Establish a sound power and responsibilities, etc.、Operation coordination、Effective checks and balanced decision -making execution supervision mechanisms，Give full play to the leadership of the party organization、The decision stake online sports betting-making Stake Sports Bettingrole of the board of directors、The management role of the manager layer。

1。Party Organization。Unifying the party's leadership and improving corporate governance，Give full play to the direction of the party organization、Management of the overall situation、The role of the implementation。Adhere to the principle of party management cadres and the board of directors to generate in accordance with the law、The board of directors selects operators in accordance with the law、The combination of human rights in operators in accordance with the law。According to "two -way entry、Cross -term "，Members of the qualified party organization leaders can enter the board of directors through legal procedures、Manager layer，Board、Eligible party members in the manager layer can enter the leadership team of the party organization in accordance with relevant regulations and procedures。Party Organization Secretary、Chairman is generally the same person。For major business management items，The research discussion of the party organization is the board of directors、Pre -procedures for decision -making of manager layer。State -owned capital investment directly authorized by the State Council、Operation Company，The party group should be set up。Disciplinary Inspection and Supervision Organs invest in state -owned capital、Operation Company is stationed in disciplinary inspection and supervision agency。

2。Board。State -owned Capital Investment、Operating Company Establishing Board，According to authorization，Responsible for the company's development strategy and foreign investment，Selection of the manager layer、performance assessment、salary management，Directors and directors who are sent to the shares held。Member of the board of directors in principle is not less than 9 people，Director of Executive Directors、outer directors、Employee Directors Composition。Guarantee state -owned capital investment、Operating companies choose external directors and other rights in a market -oriented manner，Foreign directors should occupy the majority in the board of directors，Employee directors are elected by the staff congress。1 chairman of the board of directors，It can be set up vice chairman。There is a strategic and investment committee under the board of directors、Nomination Committee、Salary and Evaluation Committee、Audit Committee、Risk Control Committee and other special committees。The special committee carries out related work within the scope of the board of directors，Assist the board of directors to perform their duties。

State -owned capital investment authorized by state -owned asset supervision institutions、Executive Director of the Operation Company、External directors are appointed by state -owned asset supervision agencies。Where，Foreign directors are invested by state -owned asset supervision agencies based on state -owned capital、Structure needs of the board of directors of operating companies，Choose suitable personnel from full -time external directors。Chairman、Vice Chairman is specified by the state -owned asset supervision agency from a member of the board of directors。

State -owned capital investment directly authorized by the government、Executive Director of the Operation Company、Foreign Directors (Equity Director) is appointed by the State Council or the local people's government，Chairman、Vice Chairman is specified by the State Council or the local people's government from a member of the board of directors。Where，Investment according to state -owned capital、Operating company's functional positioning，Foreign directors are mainly nominated by government comprehensive management departments and relevant industry authorities，Choose a professionals to serve as，appointed by the government。Foreign directors can concurrently serve as chairman of the special committee of the board of directors，Investment in state -owned capital in accordance with the rules of discussion structure of the company's governance、Demonstration of major matters of the operating company publishes related fields of professional fields。

Government or state -owned asset supervision agencies appointed external directors to pay attention to expanding the source of external directors，Personnel chooses to meet the capital investment of the country、Operating company positioning and professional requirements，Establish an external director evaluation mechanism，Make sure to give full play to the role of external directors。

3。Manager layer。State -owned stake sports betting appCapital Investment、The manager of the operation company is responsible for the daily investment and operation of state -owned capital in accordance with the authorization of the board of directors。Chairman and general manager may not be the same person in principle。

State -owned capital investment authorized by state -owned asset supervision institutions、The party organization of the operating company belongs to the central government、Local Party Committee or State -owned Assets Supervision Agency Party Organization Management，Management of the leadership team and their members，Based on the reorganized enterprise group，Differential treatment according to the specific situation。Where，State -owned Capital Investment, reorganized by a China -Management Enterprise、Operation Company，The leadership team and their members are managed by the central government; the non -central management central enterprise is reorganized or newly established in state -owned capital investment、Operation Company，The management of the leadership team and their members is determined in accordance with cadre management authority。

State -owned capital investment directly authorized by the government、Operating Company Party Organization is affiliated with the management of the central or local party committees，The leadership team and their members are managed by the central or local party committee。

State -owned Capital Investment、Chairman of the Operation Company、Director (except external directors)、Senior manager personnel，In principle, it is not allowed to be in other limited liability companies、Co., Ltd. or other economic organizations part -time。

(5) Operating mode. 

1。Organizational structure。State -owned Capital Investment、Operating companies should follow marketization、standardization、Stake Sports BettingProfessional stake sports betting appmanagement orientation，Clear responsibilities、Streaming and efficient、Operating professional management and control mode，Positioning the functional positioning is responsible for strategic planning、System Construction、Resource allocation、Capital operation、Financial Supervision、Risk control、Performance evaluation and other matters。

2。Performance of duties。State -owned stake sports betting appCapital Investment、The operating company should actively promote the establishment of a specification for the shares of the company、Comprehensive legal person governance structure，and vote through the shareholders' meeting、Commissioning directors and supervisors to exercise shareholders' rights，Forms capital -based investment and investing relationships，Coordination and guidance of the development of shares holding companies，Implement relevant strategic intent。State -owned Capital Investment、Director appointed by the operation company、Supervisors must perform their duties in accordance with the law，A faithful obligations and diligence obligations for enterprises，Effectively safeguard shareholders' rights and interests，Daily operations of the company that does not interfere with the shares held。

3。Selection and employment mechanism。State -owned Capital Investment、Operating companies must establish a direct director、Candidate Library of Supervisors，The nomination committee set up by the board of directors proposes a appropriate number of candidates in accordance with the situation of the company，Report the board of directors for review、Appointment。At the same time，To strengthen the dispatched director、Business training of supervisors、Management and assessment and evaluation。

4。Financial Supervision。State -owned stake sports betting appCapital Investment、The operating company shall strictly follow the relevant national financial system regulations，Strengthen the company's financial management，Prevent financial risk。Urgent the company's holding companies to strengthen financial management，Implement the responsibility for risk management and control，Improve operating efficiency。

5。Income Management。State -owned stake sports betting appCapital Investment、The operating company as a funder，According to the relevant laws and regulations and the company's articles of association，Review of the profit distribution of the shares held，Receive dividends in time，and pay the country in accordance with the regulations to have capital income and use management retain revenue。

6。Assessment mechanism。State -owned Capital Investment Corporation establishes a control mode based on strategic goals and financial benefits，The assessment of the shares held by the shares they hold is focused on the implementation of the company's strategy and capital return.。State -owned Capital Operation Corporation Establishs Financial Management and Control Mode，The assessment of the shares held by the shares they hold is focused on the flow of state -owned capital flow and value preservation and value -added。

(6) Supervision and restraint mechanism. 

1。Improve the supervision system。Integrate the supervision and audit of investors、Discipline Inspection and Supervision、Inspection and other supervision forces，Establishing a supervision work meeting business mechanism，According to the pre -norm system、Strengthen monitoring、The principle of strengthening accountability afterwards，Strengthen investment in state -owned capital、Coordinated supervision of operating companies，Improve supervision efficiency。Discipline Inspection and Supervision Institutions Strengthen Investment in State -owned Capital、Operating Company Party Organization、Board、Supervision of the manager layer，Strengthen investment in state -owned capital、Operating company leaders Integrity、Supervision of exercising power, etc.。State -owned Capital Investment、Operating companies should establish an internal normalized supervision and audit mechanism and information disclosure system，Strengthen the concentration of power、Fund dense、Resource enrichment、Supervision of key departments and positions such as asset gathering，Under the premise of not involving national secrets and corporate business secrets，According to laws and regulations、Timely and accurately disclose corporate governance and management structure、The overall operation status of state -owned capital、Related transactions、Information such as the person in charge of the enterprise，Construction of Sunshine State -owned Enterprise，Actively accept social supervision。

2。Implementation performance evaluation。State -owned stake sports betting appCapital Investment、The operating company must accept a comprehensive assessment and evaluation of the government or state -owned asset regulatory agency。Evaluation and evaluation content mainly includes the implementation of national strategy、Implement the national capital layout and structural optimization goals、Perform various laws and regulations and systems and company articles of association，major issues decision -making and important cadre appointment and removal，State -owned capital operation efficiency、Preservation and value -added、Financial benefits, etc.。

3, implementation steps

State -owned stake sports betting appCapital Investment、The pilot work of the operation company should be organized、Classification Promotion、Steady development，and summarize and promote relevant experience in time according to the progress of the pilot development。Central level，Continue to promote state -owned capital investment authorized by state -owned asset supervision agencies、Operation Company Deepening Pilot，and combined with the requirements of this implementation opinion, continuously improved the pilot work。At the same time, promote the state -owned capital investment directly authorized by the State Council、Operation Company Pilot，Central enterprises and central enterprises and central party and government agencies and institutions of the central party and government agencies and institutions that have been performed by the Ministry of Finance to perform their duties of state -owned assets supervision are steadily carried out.。Local level，My stake betting appThe My stake betting apppilot work is organized by the provincial people's governments to organize the implementation of the actual situation。

4. Supporting policy

(1) Promoting simplified administration。Positioning around the implementation of investors，Orderly advance investment in state -owned capital、The decentralization of the operating company。The right to approve the decision -making items including the transfer of state -owned property rights、The performance assessment and salary management right of the business team awarded state -owned capital investment、Operation Company，Related management requirements and operating rules are clear through the company's establishment plan and the company's articles of association。

(2) Comprehensive reform pilot。State -owned Capital Investment、Among the state -owned holding enterprises held by the operating company，Elimable supportable support can be held at the same time to carry out mixed ownership reforms、Hybrid ownership enterprise employees holding shares、Promoting professional manager system、Salary distribution differentiation reform and other reform pilots，Give full play to the comprehensive effect of various reform work。

(3) Improve support policy。Strictly implement the asset evaluation value -added involved in the reorganization and integration of state -owned enterprises、Land change registration and state -owned asset transferred tax preferential policies。Simplified industrial and commercial tax registration、Change program。Encourage state -owned stake sports betting appCapital Investment、The operating company properly solves the problem of historical leftover、Disposal inefficient assets。Develop a state -owned capital investment、Operating company's state -owned capital operation budget revenue and expenditure management policy。

V. Organization Implementation

Accelerate the promotion of state -owned stake sports betting appCapital Investment、The pilot of the reform of the operating company，It is an important part of deepening the reform of state -owned enterprises，It is an important measure for reform and improvement of the state -owned asset management system。The State Council State -owned Enterprise Reform Leading Group is responsible for state -owned capital investment、Organization and coordination of the pilot work of the operating company。​​Central Organization Department、National Development Reform Commission、Ministry of Finance、Ministry of Human Resources and Social Security、The State -owned Assets Supervision and Administration Commission of the State Council formulates and implemented relevant supporting measures in accordance with the division of responsibilities，Pocket cooperation、Coordinated pilot work。State -owned capital investment at the central level、The pilot plan of the operating company，Report the Party Central Committee according to procedures、Implementation after approval by the State Council。

The provincial people's governments invest in state -owned capital in the region、Responsible for the pilot work of the operating company，To closely combine the actual situation of the region，Formulate state -owned capital investment in the region、Pilot implementation plan for the reform of the operation company，Actively organize pilot work。The provincial people's governments shall report the regional reform pilot implementation plan to the State Council State -owned Enterprise Reform Leading Group for Filing。

State Council 

July 14, 2018