Viewpoint... Legal practice and operational points of investment compliance of state-owned enterprises.

Investment behavior is not only an important means of the layout of state-owned assets, but also an important economic behavior of state-owned enterprises, and the quality of investment affects the preservation and appreciation of state-owned assets to a certain extent. The state-owned assets supervision department has always attached great importance to the supervision of the investment behavior of state-owned enterprises. From the central to the local state-owned assets supervision department, a series of regulations on the management of investment behavior have been issued, and special regulations have been made for domestic and foreign investment.

Among them, the special regulations for domestic investment management mainly include the investment management regulations of central enterprises represented by the "Central Enterprise Investment Management Measures", as well as the "Shandong Provincial Enterprise Investment Supervision and Management Measures" issued by local governments such as Shandong Province and Jinan City. Local state-owned enterprise investment management regulations such as the "Jinan Municipal Enterprise Investment Supervision and Management Measures". In addition, there are some related supporting regulations, for example, "Notice on Further Strengthening the Supervision of Financial Derivative Business of Central Enterprises", "Notice of the State-owned Assets Supervision and Administration Commission of Shandong Province on Confirming and Announcing the Main Business of Provincial Enterprises", "Guiding Opinions of the State-owned Assets Supervision and Administration Commission of Shandong Province on Strengthening the Management of Shareholding of Provincial Enterprises", etc. The special regulations for overseas investment supervision mainly include the "Measures for the Supervision and Administration of Overseas Investment of Central Enterprises", "," Measures of Shandong Province.

Based on the above norms, this paper will make a comprehensive analysis of the basic issues related to investment compliance, with the investment business process as the main line, in order to guide the compliance investment of state-owned enterprises and promote the preservation and appreciation of state-owned assets.

The investment principle is the fundamental criterion that enterprises should follow in the investment behavior and the establishment of the investment system, which is at the core of investment supervision and provides guidance and direction for us to correctly understand the relevant provisions of investment. In the central and local state-owned regulatory provisions, both include the content of investment principles, to sum up, the investment behavior of state-owned enterprises should follow the principle of investment quality, reflect the principle of investors' will, the principle of investment compliance, in line with the principle of main business, the principle of moderate investment, the specific points are as follows:

1, the principle of investment quality.Vigorously cultivate and develop strategic emerging industries, follow the concept of value creation, and improve the level of return on investment; implement the new development concept, adhere to quality first, benefit first, focus on key core technologies and development model innovation, enhance the core competitiveness of enterprises, and achieve high Quality development.

2, reflect the principle of investor will.Serve the national development strategy, in line with the national industrial policy, development planning, as well as the state-owned capital layout structure adjustment orientation, reflecting the wishes of investors.

3, investment compliance principles.Abide by relevant laws and regulations and the articles of association of the enterprise, adhere to the principle of prudence, strictly implement the investment management system, strictly implement the investment decision-making procedures, fully estimate the investment risk, and do a good job in the pre-project feasibility study and post-investment evaluation.

4, in line with the principle of the main business.In line with the enterprise's functional positioning, development strategic planning and investment management system, adhere to the focus on the main business, strict control of non-main business, serious overcapacity industry, high-risk business and low-end inefficient industry investment.

5, the principle of moderate investment.The scale of investment is commensurate with the size of the enterprise's assets, profitability, level of operating cash flow, level of assets and liabilities and financing capacity, and with the enterprise's management capacity and human resources.

Clarifying the authority of state-owned assets supervision is the basic work to ensure regulatory compliance. In recent years, the CPC Central Committee and the State Council have successively issued a series of opinions on deepening reform and improving the state-owned assets management system, and successively issued the guiding opinions of the CPC Central Committee and the State Council on deepening the reform of state-owned enterprises and some opinions of the State Council on reforming and improving the state-owned assets management system, Further clarify the authority of state-owned assets supervision, the government's state-owned regulatory agency has also developed a corresponding list of delegated powers.

1, the main responsibility of the enterprise.

The enterprise is the main body of decision-making, execution and responsibility of investment, and the responsibilities of the main body of enterprise investment mainly include the construction of the system and the organization and implementation of the two aspects, as follows:

Institutional system construction:(1) According to the functional orientation and development strategic planning, reasonably determine the investment direction, strategy and standard;(2) establish the investment management system, improve the investment management system, optimize the investment management system, formulate a more strict and specific negative investment list of the enterprise, improve the scientific decision-making mechanism of investment, and strengthen the construction of investment management institutions and talent team.

Organization and implementation:(1) Formulate and implement annual investment plans;(2) Strict investment process management and strengthen investment risk prevention and control. Strengthen the preliminary work such as due diligence, feasibility study, examination and demonstration of investment projects, make prudent decisions on investment projects, and report special supervision projects to the provincial SASAC for examination and approval after fulfilling the decision-making procedures;(3) organize the implementation of investment projects, earnestly strengthen project management, and carry out post-project evaluation;(4) fulfill the obligation of submitting investment information and cooperate with supervision and inspection, report the investment management system, investment plan and implementation, post-evaluation of investment projects, etc. in accordance with regulations, and cooperate with supervision and inspection;(5) implement the investment management and accountability system.

2, the state-owned regulatory department funder responsibilities.

In accordance with the principle of capital management, the State-owned Assets Supervision and Administration Commission focuses on guiding the direction of investment, standardizing decision-making procedures, improving capital returns, and maintaining capital security. It supervises and manages the investment activities of enterprises and performs the responsibilities of investors, mainly including:

(1) To study and guide the investment direction of state-owned capital, confirm the main business of enterprises, and support enterprises to invest according to the development strategic planning and around the main business;(2) to guide and supervise enterprises to establish and improve the investment management system;(3) to urge enterprises to prepare and implement the annual investment plan according to the strategic plan, link it with the financial budget, and implement the record management of the annual investment plan. (4) Formulate a negative list of investment projects for supervision of enterprises, and conduct classified supervision of enterprise investment projects;(5) Supervise and inspect the implementation of the enterprise investment management system, including investment decision-making, implementation, and post-evaluation. (6) Establish a reporting system for enterprise investment matters and an investment supervision information system to monitor and analyze enterprise investment information;(7) Hold accountable for the loss of state-owned assets and other adverse consequences caused by illegal investments.

The SASAC has issued a negative list of investment projects for supervised enterprises, set up prohibited and specially supervised investment projects, and implement classified supervision. For prohibited investment projects, enterprises are not allowed to invest; for special supervision investment projects, enterprises should report to the SASAC to perform relevant procedures. The content of the negative list of enterprise investment projects remains relatively stable and is adjusted dynamically in due course.

The investment behavior of state-owned enterprises shall follow the planned management. Article 11 of the measures for investment supervision and administration of central enterprises clearly stipulates that the investment activities of enterprises shall be included in the annual investment plan. In principle, investment projects not included in the annual investment plan shall not be invested, and the annual investment plan shall be adjusted if additional investment is really needed.

The enterprise shall strictly implement the annual investment plan. If the planned investment project changes (including suspension or suspension of implementation, additional investment, new projects, etc.) due to major changes in the production and operation environment, the impact of the change shall be analyzed and the corresponding procedures shall be performed in accordance with the regulations.

1, the preparation of the annual investment plan.

An enterprise shall prepare an annual investment plan based on its development strategic plan. The annual investment plan shall follow the investment principle and be in line with the financial budget, and the proportion of non-main business investment in the total annual investment plan shall comply with the provisions of state-owned supervision. The investment projects listed in the plan shall complete the necessary preliminary work and meet the conditions for implementation within the year. Among them, the "Shandong Provincial Enterprise Investment Supervision and Management Measures" clearly stipulates that the proportion of non-main business investment in the total annual investment plan shall not exceed 10% in principle.

2. Consideration and reporting of the annual investment plan

After the annual investment plan of the enterprise is reviewed and approved by the board of directors (or the corresponding decision-making body, the same below), it shall be reported to the SASAC in accordance with the regulations, and relevant materials shall be attached.

State-owned assets regulatory agencies at all levels have different requirements for the submission of investment plans. Article 12 of the Measures for the Supervision and Administration of Investment by Central Enterprises stipulates that the annual investment plan includes: the main direction and purpose of investment; the scale of investment and the level of asset-liability ratio; investment structure Analysis; sources of investment funds; major investment projects. Article 12 of the "Shandong Provincial Enterprise Investment Supervision and Administration Measures" stipulates that the annual investment plan shall be accompanied by materials such as the feasibility analysis report of the investment plan, the resolutions of the board of directors and meeting minutes, and the review opinions of the chief financial officer. The annual investment plan mainly includes: the overall objectives of the annual investment, including the expected contribution of the implementation of the annual investment to the industrial upgrading, structural optimization, development quality and efficiency improvement of the enterprise; the scale and source of investment, including the total amount of planned investment, the source and composition of funds, the impact of the implementation of investment on the asset-liability ratio, etc.; the direction and structure of investment, including the scale and proportion of various investments, investment regions, investment methods; the main investment projects of the plan, including the investment subject enterprise, the planned investment amount, the source of funds, the schedule, etc. Articles 15 and 16 of the Measures for the Supervision and Administration of Investment of Jinan Municipal Enterprises stipulate that the annual investment plan of an enterprise shall report the annual investment plan, the annual investment plan analysis report, the minutes of the Party Committee and the resolution of the board of directors. Among them, the analysis report of the annual investment plan of the enterprise mainly includes the principle, basis and scope of the preparation of the annual investment plan; the situation of the annual investment plan, including the analysis of the investment direction, scale, structure and major investment projects; the necessity and feasibility, including the analysis of the internal and external environment of the investment, the expected contribution of the investment, the supporting conditions required for the implementation of the plan, the source of funds, etc.

3. Management of annual investment plans by state-owned regulatory authorities

State-owned assets regulatory agencies at all levels have different requirements for the management of investment plans. Article 13 of the "Measures for the Supervision and Administration of Investment by Central Enterprises" clearly stipulates that the annual investment plans of central enterprises shall be subject to record management. The state-owned assets supervision departments of Shandong Province and Jinan City have not made clear the filing management of the annual investment plan, and realize the supervision through the supervision and guidance of the annual investment plan. The state-owned assets supervision department supervises and guides the preparation of the annual investment plan of the enterprise according to the main business of the enterprise, the negative list of investment projects and the strategic plan of the enterprise development, focusing on the decision-making process, investment direction, investment scale, capital source and other aspects. When necessary, feedback to the company within a specified period of time after receiving the annual investment plan report. Companies should make changes to their annual investment plans based on feedback.

1. Project establishment.In the process of project establishment, the focus is on examining whether the project conforms to the annual investment plan, whether it belongs to the prohibited investment project on the negative list, whether it conforms to the enterprise's functional orientation and main business management regulations, development strategic planning and investment management system, and shall not enter the prohibited project field or participate in commercial speculation through equity participation and other means.

2, due diligence, feasibility study, risk assessment.Before making a decision on an investment project, an enterprise should do a comprehensive and adequate due diligence, feasibility study, risk assessment and other preliminary work from the aspects of policy, market, technology, efficiency, environment, safety and social stability, and do a good job in the research and demonstration of the whole process of project financing, investment, management and exit. For new investment projects, in-depth feasibility studies and demonstrations in technology, market, finance and law should be conducted.

(1) Due diligence on the object of cooperation. According to the relevant provisions of the "Guiding Opinions of the State-owned Assets Supervision and Administration Commission of Shandong Province on Strengthening the Management of Provincial Enterprises' Equity Participation" (Lu Guozi [2021] No. 12), equity participation investment should be combined with feasibility studies and demonstrations, comprehensive and in-depth due diligence, through various credit information platforms, Third-party investigations and other methods review the qualifications and reputation of partners, screening and judgment one by one, and selecting partners with high management level, good qualifications and strong economic strength. Intended partners with records of breach of trust or administrative penalties, criminal offences and other illegal records shall be prudent or prohibited to cooperate depending on the circumstances.

An enterprise shall not choose a partner who has a specific relationship with the participating investor and the leaders of its controlling shareholders at all levels (referring to the kinship of spouses, children and their spouses, as well as the relationship of common interests, etc.).

(2) On the manner of participation. According to the relevant provisions of the "Guiding Opinions of the State-owned Assets Supervision and Administration Commission of Shandong Province on Strengthening the Management of Provincial Enterprises' Equity Participation" (Lu Guozi [2021] No. 12), equity participation investment should be combined with its own business development needs, and the shareholding ratio should be reasonably determined, with capital as the link and property rights As the basis, the rights and obligations of all shareholders are reasonably agreed upon in accordance with the law.

It is not allowed to carry out equity participation cooperation by means of fixed dividends and other "named equity participation cooperation, actual loan financing", as well as equity holding, false joint ventures, affiliated operations and other means.

3, legal opinion, review argument.Enterprises should strengthen the examination and demonstration of the feasibility study report of investment projects, establish a project expert database, organize expert examination and demonstration, and issue demonstration opinions as an important basis for investment decision-making.

4, audit, evaluation matters.Enterprises shall strictly regulate the implementation procedures of investment projects, and if they involve matters requiring financial audit and asset evaluation, they shall perform the corresponding procedures in accordance with the relevant provisions. The results of the approved or recorded asset appraisal shall be used as a reference basis for the enterprise to sign investment agreements, capital contributions or acquisition pricing, and shall not be priced before appraisal.

According to Article 47 of the Law on State-owned Assets of Enterprises, Article 3 of the Measures for the Evaluation and Administration of State-owned Assets, Article 6 of the Interim Measures for the Evaluation and Administration of State-owned Assets of Enterprises, and Article 38 of the Measures for the Supervision and Administration of State-owned Assets Transactions of Enterprises It is stipulated that if an enterprise commits one of the following acts, it shall evaluate the relevant assets:

(1) Asset transfer, replacement, auction, and lease of whole assets or part of assets to non-state-owned units;(2) Transfer of property rights and changes in the proportion of equity of state-owned shareholders of non-listed companies;(3) Repaying debts with non-monetary assets and accepting non-state-owned units to offset debts with non-monetary assets (4) Foreign investment with non-monetary assets and accepting non-state-owned units to contribute capital with non-monetary assets;(5) Acquisition of assets of non-state-owned entities;(6) Restructuring, in whole or in part, into limited liability companies or joint stock limited companies;(7) Merger, division, bankruptcy or dissolution;(8) Establishment of foreign-invested enterprises with foreign companies, enterprises and other economic organizations or individuals;(9) Capital increase.

1. Investment decision-making bodies.Enterprises should strictly implement the responsibility of investment subjects, improve the investment decision-making mechanism, and clarify responsibilities and authorities in accordance with the principle of "who makes decisions, who is responsible. The investment decision-making body of an enterprise shall, in accordance with the provisions of the articles of association and the investment management system of the enterprise, deliberate on the investment projects and make prudent decisions. Investment decision-making bodies at all levels are responsible for the outcome of their decisions.

According to the relevant provisions of the "Guiding Opinions of the State-owned Assets Supervision and Administration Commission of Shandong Province on Strengthening the Management of Provincial Enterprises' Equity Participation" (Lu Guozi [2021] No. 12), equity participation and investment in non-state-owned enterprises should be included in the scope of "three important and one large" matters, and the decision is made by the enterprise; among them, After pre-research and discussion by the enterprise party committee, it is decided by the board of directors or the management, it can be delegated downward to important ownership enterprises with sound corporate governance structure, perfect internal control system and standardized operation and management, and the authorized management level shall not exceed two levels in principle.

2, investment decision review materials.The investment decision-making body is responsible for reviewing materials related to key links such as project initiation, due diligence, feasibility study, risk assessment, review and demonstration.

3, investment decision-making opinions published and recorded.All decision-makers involved in the investment decision-making body shall fully express their opinions and sign the resolutions, minutes of meetings and other decision-making documents, which shall be filed and kept together with the project materials to ensure that they are documented.

4, re-fulfill the investment decision-making procedures.Article 21 of the Measures for the Supervision and Administration of Investment by Shandong Provincial Enterprises stipulates that after the decision-making of an investment project, the decision-making procedure shall be re-performed in accordance with the regulations in case of one of the following circumstances:(1) the preliminary design estimate exceeds the feasibility study estimate by more than 20% (inclusive) or the amount of investment exceeds the original estimate by more than 20% (inclusive);(2) The source and composition of funds need to be significantly adjusted, resulting in excessive debt, it exceeds the bearing capacity of the enterprise or affects the normal development of the enterprise;(3) the equity structure of the investment object has changed significantly, resulting in the transfer of enterprise control;(4) the partner of the investment project has seriously defaulted, harming the interests of the enterprise;(5) due to uncontrollable factors, major changes such as sharp increase in investment risk or large potential losses, resulting in the failure to achieve the investment purpose. If the special supervision project is re-decided, the enterprise shall report the relevant situation to the Provincial SASAC within 10 working days after the decision.

1. Enterprises shall submit project materials to the state-owned regulatory authorities in accordance with the regulations.For special regulatory projects included in the negative list of enterprise investment projects, the enterprise shall submit audit materials to the SASAC before fulfilling the internal decision-making procedures and investment implementation.

According to the provisions of Article 14 of the Measures for the Supervision and Administration of Investment by Central Enterprises, for investment projects included in the negative list of investment projects of central enterprises and special supervision, the central enterprises shall submit to the SASAC reports on project investment after completing the internal decision-making procedures of the enterprises and before implementation. Relevant decision-making documents of enterprises; Feasibility study report of investment projects (due diligence) and other relevant documents; Risk prevention and control report of investment projects; other necessary materials.

According to the provisions of Article 17 of the Measures for the Supervision and Administration of Investment by Provincial Enterprises in Shandong Province, for special supervision projects included in the negative list of investment projects of provincial enterprises, enterprises shall submit written declaration documents to the provincial SASAC before completing the internal decision-making procedures and investment implementation; decision-making documents such as resolutions, motions and meeting minutes of the board of directors; relevant basis materials for investment decision-making, fixed asset investment project materials generally include feasibility study reports, expert argumentation opinions, risk assessment reports and prevention and resolution plans, CFO review opinions, description of investment capital sources, etc. In addition to the above, long-term equity investment project materials should also include due diligence reports, Legal opinions, relevant investment agreements, contracts, articles of association (draft), relevant information descriptions of investment partners and certification materials, etc; responsible persons for all aspects of project investment, financing, management and exit (equity investment projects); (by) the latest audited financial report of the invested enterprise; other necessary materials.

The enterprise shall be responsible for the authenticity and completeness of the contents of the declared materials, and the investment feasibility study, due diligence, risk assessment report, prevention and resolution plan, legal opinion, etc. shall be signed by the relevant responsible person and bear the corresponding responsibility. It is strictly forbidden to spin off investment projects to avoid regulation.

2, the investor review procedures, feedback written comments.In accordance with relevant laws, regulations and state-owned assets supervision regulations, the State-owned Assets Supervision and Administration Commission performs investor review procedures for special supervision projects in terms of the necessity of investment project implementation, the degree of impact on the business development of the enterprise, and the enterprise's investment risk tolerance. For the projects with objections, the written opinions shall be fed back to the enterprise within the specified time after the materials submitted by the enterprise are complete, and if necessary, the demonstration shall be organized.

According to the provisions of Article 18 of the measures for the Supervision and Administration of Investment of Shandong Provincial Enterprises, for particularly major investment projects under special supervision, the Provincial State-owned assets Supervision and Administration Commission shall, after studying and putting forward opinions, report to the provincial government's provincial state-owned capital layout structure adjustment investment decision-making committee for deliberation.

1. Post-investment management of state-owned enterprises

(1) Tracking management and statistical analysis. Enterprises should strengthen project management, fully grasp the progress of investment projects, do a good job in tracking management and information statistical analysis, pay attention to whether the project is carried out on schedule, whether the investment exceeds the budget, whether the production and efficiency are reached on schedule, etc., and properly handle the problems that arise in a timely manner.

Enterprises should regularly track and analyze investment projects in implementation and operation, and make timely re-decisions in view of changes in the external environment and the project itself. In the event of a material adverse change affecting the achievement of the purpose of the investment, the initiation of a suspension, termination or exit mechanism should be studied. The enterprise shall submit the investment information in accordance with the requirements of the SASAC.

(2) Post-evaluation of investment projects. Enterprises should select some of the completed major investment projects every year to carry out post-evaluation, form a post-evaluation report, sum up experience, reveal risks, formulate countermeasures, improve investment management, and put forward rewards and punishments. The enterprise shall carry out post-evaluation of all special supervision projects and submit the post-evaluation report to SASAC in a timely manner.

(3) Special audit of major investment projects. Enterprises should carry out special audits of major investment projects, focus on project decision-making, investment direction, use of funds, investment income, investment risk management, etc., and formulate and implement corresponding corrective measures based on the problems found.

2. Post-investment supervision by state-owned regulatory agencies

(1) To guide and supervise the post-investment evaluation of enterprises. The State-owned Assets Supervision and Administration Commission guides and supervises enterprises to carry out post-evaluation of investment projects, directly organizes post-evaluation of some major investment projects when necessary, and informs enterprises of the post-evaluation situation, and promotes the useful experience of project development.

(2) Investment supervision and inspection. SASAC shall establish and improve the supervision and inspection mechanism of enterprise investment, give full play to the joint efforts of relevant regulatory functions such as strategic planning, financial supervision, property rights management, assessment and distribution, and cadre management, and strengthen the supervision of the process of enterprise investment activities. The main contents of supervision and inspection: whether the enterprise investment management system is sound and the system is revised and updated; whether the annual investment plan is prepared, decided and implemented in accordance with the requirements of the specification; whether the investment project performs the decision-making and approval procedures in accordance with the regulations, whether the project responsibility system is implemented, whether the project progress, fund raising and use, construction and operation quality and efficiency are in line with expectations; the signing and implementation of investment-related contracts, whether there is any damage to the rights and interests of state-owned shareholders; special audit, post-evaluation and application of results of investment projects.

On November 8, 2021, the State-owned Assets Supervision and Administration Commission of Shandong Province issued the Guiding Opinions on Strengthening the Management of Participation in Provincial Enterprises, which clearly stipulates the management of participation in state-owned shares in terms of shareholder responsibilities, return on investment, financial control, etc., and provides useful guidance for our post-investment management of equity, as follows:

1, in accordance with the law to perform the duties of shareholders.In accordance with the company law and other laws and regulations and the company's articles of association, appoint representatives of state-owned shareholders, directors, supervisors or recommend senior management personnel and other important positions (hereinafter referred to as appointed personnel) to the participating enterprises.

In the company's articles of association, agreements, or rules of procedure and other system documents, it is necessary to clarify important matters such as the appointment of personnel, the withdrawal of state-owned equity transfer, the right to know, the right to participate in decision-making, and the protection of profit distribution rights, as well as the veto power on specific matters of the participating enterprises. Effectively exercise the rights of shareholders, safeguard the rights and interests of state-owned shareholders, and avoid "just vote regardless".

2, pay attention to the return on investment.Regularly conduct an inventory of the state-owned rights and interests of the participating enterprises, verify and analyze the income of the participating enterprises and changes in the increase or decrease, actively supervise the participating enterprises to pay dividends on a regular basis, and reasonably use the methods of increasing, reducing or withdrawing to strengthen value management. For the equity of participating enterprises that have not paid dividends, long-term losses or non-continuing operations for 5 years, the value assessment shall be carried out, the disposal of inefficient and ineffective assets shall be accelerated, and the special arrangements of the state or provinces and cities, the strategic holding or cultivation period of enterprises, and the start-up period shall be strengthened.

3, promote the normalization of financial control.Strengthen operation monitoring, timely grasp the financial data and operating conditions of the participating enterprises, pay close attention to the debt and liquidity situation, and analyze the causes of abnormalities in depth, and take decisive measures to prevent risks.

For equity participating companies with a relatively high proportion of related transactions, large amounts of accounts receivable or long aging, strengthen risk investigation and resolution; for equity investments with high risks and difficult operating conditions, plan to exit as soon as possible. Where guarantees are provided for participating enterprises, the relevant provisions on the management of state-owned regulatory guarantees shall be strictly implemented.

4, strengthen the management of property rights.Timely handle the procedures for the possession, change and cancellation of the property rights of the participating enterprises, ensure the timeliness, accuracy and completeness of the registration of the property rights of the participating enterprises, and dynamically grasp the distribution and changes of the state-owned equity.

The acquisition and transfer of equity participation should strictly implement the regulations of state-owned assets evaluation, state-owned property rights entry transactions, and state-owned equity management of listed companies, so as to give full play to the role of the property rights factor market to ensure that state-owned rights and interests are fully protected. For the market-oriented equity participation investment carried out by investment enterprises with equity investment, operation and management as the main business, under the premise of improving the market-oriented follow-up investment mechanism, if it is difficult to determine the value of equity participation through asset evaluation after full demonstration, the main reference basis may be open and fair methods such as market inquiry and inter-agency valuation.

5, improve the appointment of personnel performance management system.Establish and improve the selection, performance and evaluation system of personnel appointed by participating enterprises, and clarify the conditions of employment, job responsibilities and liability for breach of contract. Establish a request for instructions and report system. Appointed personnel must regularly report to state-owned shareholders on their performance of duties, and promptly request instructions and reports from state-owned shareholders on major matters affecting state-owned rights and interests, and express opinions and exercise voting rights in accordance with the instructions of state-owned shareholders.

6, strict leadership part-time management.Leaders of all enterprises and sub-enterprises at all levels shall take part-time jobs in participating enterprises and shall be strictly controlled according to the needs of their work. Generally, they shall not take part-time jobs beyond the level and shall not concurrently hold "named" positions. If part-time work is really needed, it shall be decided by the party committee of the enterprise and approved in accordance with the management authority, and shall not receive any form of remuneration such as wages, bonuses, allowances and other additional benefits in the part-time enterprise; if the term of office expires, it shall be re-approved. The participating business investment entities and their relatives of the leaders of the controlling shareholders at all levels hold key positions in the participating enterprises, and they shall follow the relevant regulations on the avoidance of the leadership of the enterprise.

7. Strengthen party building.In accordance with the relevant requirements on strengthening and improving the party building work of non-public enterprises, we should earnestly strengthen the party building of participating enterprises, carry out the party work of participating enterprises, strive to promote the party's organization and work coverage, publicize and implement the party's line, principles and policies, unite and unite the masses of workers, and promote the healthy development of enterprises. Timely adjust and straighten out the affiliation of party organizations in participating enterprises in accordance with regulations, and effectively promote party building in participating enterprises in an orderly and effective manner.

1. Optimize the governance structure of participating companies and prevent investment management risks.Negotiate with the partners according to the proportion of investment and equity participation, set up matching seats for directors, supervisors and senior managers of state-owned enterprises, and manage important matters of the joint venture by formulating the functions and powers of the shareholders' meeting, the board of directors and the management level and the procedures of the rules of procedure, so as to ensure the management of the participating companies by state-owned enterprises.

2, strengthen the management of participation in capital contributions, to prevent the risk of false capital contributions.Strengthen due diligence on the ability of partners to contribute capital to prevent the risk of capital contribution, protect the time rights and interests of state-owned enterprises, and each shareholder shall simultaneously fulfill the obligation of capital contribution, and for non-monetary capital contributions, the corresponding evaluation and transfer procedures shall be carried out to prevent the risk of false value and assets not in place.

3, standardize the use of intangible assets such as name, to prevent the risk of goodwill.Strengthen the management of intangible assets, strictly regulate the use of intangible assets, and shall not provide the name, business qualifications and franchise rights to the use of participating enterprises, resolutely prevent the problem of state-owned assets, and effectively maintain the brand image of state-owned enterprises and the order of fair market competition.

4, the whole process of project risk management.Strengthen the pre-investment risk assessment and risk prevention and control plan formulation, do a good job of risk monitoring, early warning and disposal in the process of project implementation, and reasonably arrange the exit time and method of equity investment projects. For investment projects with high estimated risks, a risk assessment report shall be issued by a professional institution with the appropriate assessment capabilities and conditions.

5, strengthen the audit of investment project agreements.For joint venture cooperation and merger and acquisition projects, enterprises should set up effective rights and interests protection measures, strengthen the examination of investment-related contracts, agreements, articles of association of the target company and other legal documents, safeguard the rights and interests of state-owned shareholders, and shall not pay the merger price in advance in violation of the contract, provide advance capital for other joint venture partners, or transfer benefits to related parties through high-premium mergers and acquisitions.

Enterprises are the decision-making subject, executive subject and responsible subject of investment. Enterprises should establish an investment management system, improve the investment management system, and the state-owned regulatory agency guides enterprises to establish an investment management system. The investment management system includes the basic system of investment management, various special systems, implementation rules and procedures, etc., which together constitute the investment management system. The enterprise investment management system shall be submitted to the provincial SASAC for the record after being examined and approved by the board of directors, and the system shall be continuously improved and perfected through the evaluation and revision of the implementation of the system. The enterprise investment management system mainly includes the following contents:

1, the basic principles of investment should follow.The basic principles are the fundamental principles of investment and the basis for guiding the construction of the investment system and investment behavior. According to the regulations of state-owned assets supervision, the investment behavior of state-owned enterprises should usually follow the principle of investment quality, the principle of reflecting the will of investors, the principle of investment compliance, the principle of conforming to the principle of main business and the principle of moderate investment.

2. Investment management process, management department and related responsibilities.The investment management process is the management of investment decisions, including project management, due diligence and feasibility study management, risk assessment management, investment demonstration management, etc. At the same time, in the investment management process, we should also clarify the management department and responsibilities, and build a scientific and reasonable management system with clear responsibilities.

3. Investment decision-making procedures, decision-making bodies and their responsibilities.Investment decision-making is the way to realize the main position of investment decision-making, and the establishment of decision-making institutions and decision-making procedures is the guarantee of scientific decision-making. The investment decision-making procedures, decision-making bodies and responsibilities shall be set up in accordance with the provisions of the State-owned assets supervision and the provisions of the Company Law and the Articles of Association of the Company. According to the "Jinan Municipal Enterprise Investment Supervision and Management Measures", the board of directors of the enterprise (the general manager's office meeting if the board of directors is not established) conducts feasibility studies, due diligence and legal decisions on investment projects, and assumes decision-making responsibilities.

4. Negative list of investment projects.According to the state-owned supervision regulations, the state-owned supervision department formulates the negative list of investment projects of the enterprises under supervision, and classifies and supervises the investment projects. State-owned enterprises should formulate a more stringent and specific negative list of investment projects of their own enterprises in accordance with the negative list of state-owned assets regulatory agencies and the situation of their own enterprises, and manage the investment behavior of their own enterprises and their affiliated enterprises.

5, post-investment management system.Post-investment management is an important part of the investment management system, enterprises should strengthen the post-investment management of investment projects to avoid the phenomenon of "heavy investment, light management" and "only investment regardless. Post-investment management includes investment project tracking, suspension, termination or exit system, investment information management, investment matters reporting system, post-project evaluation, accountability and reward and punishment system.

6, the enterprise investment authorization and supervision system.Enterprises should strengthen the supervision of the investment behavior of their enterprises, reasonably divide the investment responsibilities and powers of enterprises with different property rights levels, and formulate hierarchical and classified investment management rules. On the investment matters of the affiliated enterprises, the property rights representatives (shareholder representatives, directors, etc.) sent to express opinions and exercise voting rights in accordance with laws and regulations.