On March 24, the "Opinions of the State Council on Further Optimizing the Merger and Reorganization of the Market Environment" (hereinafter referred to as the "Opinions") was officially released. On the same day, the Ministry of Industry and Information Technology held a news briefing to interpret the Opinions. At the venting meeting, Zhu Hongren, a member of the Party Group and Chief Engineer of the Ministry of Industry and Information Technology, pointed out: "In industries where efforts should be made to increase mergers and acquisitions, industries with severe overcapacity such as steel, cement, and electrolytic aluminum are the first to bear the brunt." Mergers and acquisitions are structures. The only way to adjust In recent years, China's enterprises have made positive progress in mergers and acquisitions, but the problem of unreasonable industrial structure is still outstanding. In some industries with significant economies of scale, the concentration of enterprises is low, and the situation of small, scattered and chaotic is prominent. The resource allocation efficiency is low, the innovation ability is not strong, the repeated construction and overcapacity are serious, the industry is blindly and disorderly, and the role of mergers and acquisitions to promote industrial restructuring has not been fully exerted. Zhu Hongren said that from a macro perspective, the existence of these problems mainly has the following reasons: on the one hand, the policy environment needs to be improved, and on the other hand, the issue of institutional mechanisms remains to be straightened out. Specifically: First, mergers and acquisitions involve more approvals and longer time; second, cross-regional and cross-ownership mergers and acquisitions are difficult; third, mergers and acquisitions have a heavier tax burden; fourth, financing is difficult, financing costs are high, and financing methods are relatively single. In the near term, mergers and acquisitions of enterprises are urgently needed to resolve the contradiction of excessive excess capacity and promote industrial restructuring. Accelerate the merger and reorganization of enterprises. On the one hand, it can optimize the allocation of existing dispersed production capacity and promote the withdrawal of some production capacity from the market; on the other hand, it will help to promote the superior enterprises to become better and stronger, and form an industrial development pattern dominated by superior and strong enterprises. In the long run, mergers and acquisitions of enterprises are directly related to the upgrading of industrial transformation and the improvement of national competitiveness. The steel industry is an industry with obvious economies of scale, but in recent years, the industrial concentration of China's steel industry has not risen and fallen. In 2005, the concentration of the top 10 companies in China's steel industry was 35.4%, which increased to 48% in 2010, but fell to 39.4% in 2013. From 2011 to 2012, the concentration of the top four steel companies in Japan was 78%, the United States was 67%, and Europe was 50%. "These all indicate that the further development of the steel industry should be reflected in the gradual increase in concentration." Zhu Hongren believes that the decline in the concentration of China's steel industry is mainly because the decisive role of market allocation of resources has not been fully utilized, and the government has not Realizing the transformation of functions, failed to play its due role. Zhu Hongren stressed: "In the current situation, the steel industry will experience a difficult and painful period. To get out of this dilemma, only adhere to structural adjustment and transformation and upgrading. Increasing the intensity of mergers and acquisitions is the only way for enterprises and industries to revitalize. Focusing on market environment optimization without concentration goal According to Zhu Hongren, "Opinions" put forward three main objectives: First, the system and mechanism are further improved, the administrative examination and approval items related to mergers and acquisitions are gradually reduced, the examination and approval efficiency is continuously improved, and market barriers are established. The second step is to further improve the policy environment, further improve the policies for supporting mergers and acquisitions, and improve the service system for mergers and acquisitions. Third, mergers and acquisitions have achieved new results, and mergers and acquisitions activities have become increasingly active. In this regard, Zhu Hongren pointed out that the focus of the "Opinions" is to optimize the market environment for mergers and acquisitions. Therefore, the main objectives do not mention the specific objectives of the specific industries to achieve the concentration, but propose a construction to benefit The target of the market environment for mergers and acquisitions of enterprises. The basic principles expressed in the "Opinions" also reflect this idea: First, respect the status of the main body of the enterprise, adhere to the market-oriented operation, and emphasize that in the process of mergers and acquisitions, it is up to the enterprise to make a decision, and the enterprise decides on its own, avoiding The government will carry out the "Langlang distribution"; the second is to play the role of the market mechanism, improve the unified, open and competitive market system, accelerate the transformation of the government's functions, and further improve the market mechanism; third, improve the government's management and services, and improve the policy. Measures to improve the service system and create a good policy environment for enterprises. Six highlights help enterprises play a major role The "Opinions" focus on seven prominent aspects of policy contradictions and problems facing mergers and acquisitions. Zhu Hongren said: "There are mainly six highlights." First, a number of approvals were cancelled and decentralized. Including the pre-examination of the cancellation of the listed company's acquisition report, the cancellation of the listed company's major asset purchase, sale, replacement behavior approval (excluding the listing of the backdoor), the partial approval of the listed company's tender offer obligation to cancel the approval, the local state-owned shareholders held shares of the listed company The transfer was decentralized to the local government for approval. The second is to simplify some of the approval procedures and accelerate the reform of the examination and approval system. Including the implementation of classified audits of listed companies' mergers and acquisitions, and the implementation of rapid review and exemption audits for eligible mergers and acquisitions. "In the past, some approval procedures were mutually premise, one approval was not carried out, and other examinations could not be carried out. The "Opinions" clearly stated that it is necessary to optimize the approval process and implement parallel approval to avoid mutual preconditions." Zhu Hongren said . The third is to enrich the financing means of mergers and acquisitions. "The merger and reorganization of enterprises has a great need for funds. How to play the role of the capital market and the role of the financial sector in the process of mergers and acquisitions is an important aspect to create a favorable market environment for mergers and acquisitions." Zhu Hongren pointed out. "Actually, in the current market environment, the driving force for the merger and reorganization of steel companies has been formed. What is lacking is mainly the financing capacity." Feng Fei, director of the Industrial Policy Department of the Ministry of Industry and Information Technology, said in an interview with the reporter of China Metallurgical News. . Specifically, the "Opinions" proposed that the first is to optimize credit financing services, and guide commercial banks to implement comprehensive credit grants for enterprises that implement mergers and acquisitions to further improve credit services. Second, it is necessary to further develop the role of the capital market. Eligible enterprises can raise funds through the issuance of stocks, corporate bonds, non-financial corporate debt financing instruments, convertible bonds, etc., and allow eligible enterprises to issue preferred stocks and directional issuance convertible. As a payment method for mergers and acquisitions, the bond researches and promotes the use of targeted warrants as a payment method, and enriches the financing methods and payment methods of mergers and acquisitions. The fourth is to relax the relevant management requirements of the capital market. The "Opinions" does not set a minimum number of issuances for mergers and acquisitions of listed companies, and it is not that the related companies no longer require mandatory performance commitments. Non-listed companies merge and reorganize without implementing a comprehensive tender offer system. The fifth is to improve corporate income tax and land value-added tax policies. The "Opinions" emphasizes the need to revise and improve the special tax treatment policy for mergers and acquisitions of corporate income tax, reduce the proportion of the acquisition of equity (assets) in the total equity (assets) of the acquired enterprises, expand the scope of application of special tax treatment, and study and improve corporate restructuring. The restructuring involves related policies such as land value-added tax. "These are the main measures to promote the company to increase the additional burden in mergers and acquisitions." Zhu Hongren said. In addition, in terms of improving fiscal and taxation policies, the Opinions also clarify that those that are not covered by the value-added tax and business tax should not be subject to VAT and business tax; the central government appropriately expands the scale of industrial transformation and upgrading funds, and uses the existing central government to close the small Enterprise funds channels, promote mergers and acquisitions of enterprises; further play the role of state-owned capital management budget funds, rationally arrange state-owned capital management budget funds, support state-owned enterprises to implement mergers and acquisitions, and become better and stronger. The sixth is to strengthen policy support for the consolidation of the restructured and restructured enterprises. "Doing a good job in resettlement is a prerequisite for the implementation of mergers and acquisitions." Zhu Hongren said, "We must properly handle the labor relations of employees. Local people's governments at all levels should further implement the policy of promoting workers' reemployment and do a good job in social insurance for employees. The transfer of relations will continue to protect the legitimate rights and interests of employees." The "Opinions" proposes to provide stable post subsidies for mergers and acquisitions enterprises that take effective measures to stabilize the workforce, and the funds needed can be included in the unemployment insurance fund. In addition, in order to promote cross-regional and cross-ownership mergers and acquisitions, the Opinions specifically proposes to improve the institutional mechanisms for mergers and acquisitions, eliminate barriers to mergers and acquisitions across regions, clean up market segmentation, regional blockades, etc., and coordinate the resolution of corporate mergers and acquisitions. Regional benefit sharing issues. The "Opinions" emphasizes that it is necessary to increase the general transfer payment, balance the interest relations between regions, and implement the cross-regional institutional and corporate income tax distribution policies. In terms of cross-ownership restructuring, the Opinions proposes to relax the access of private capital markets, open up industries and fields that are not explicitly prohibited from entering private capital; deepen the reform of state-owned enterprises, deepen the reform of property rights diversification of state-owned enterprises, and improve corporate governance structure.
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Steel industry: Optimize the market environment and play the role of the main body of the enterprise