Opinions of the State-owned Assets Supervision and Administration Commission of the State Council, the National Development and Reform Commission, the Ministry of Finance and the State Electricity Regulatory Commission on Regulating the Investment in Power Generation Enterprises by Employees in the Electric Power Sector

国务院国有资产监督管理委员会、国家发展和改革委员会、财政部、国家电力监管委员会关于规范电力系统职工投资发电企业的意见

Promulgating Institution:State-owned Assets Supervision and Administration Commission of the State Council; National Development and Reform Commission; Ministry of Finance; State Electricity Regulatory Commission

Document Number:Guo Zi Fa Gai Ge [2008] No. 28

Promulgating Date:01/28/2008

Effective Date:01/28/2008

颁布机关:国务院国有资产监督管理委员会; 国家发展和改革委员会; 财政部; 国家电力监管委员会

文      号:国资发改革[2008]28号

颁布时间:01/28/2008

实施时间:01/28/2008

In recent years, certain State-owned electric power enterprises in various regions have, by such means as setting up employee stock ownership committees, organized their employees to hold shares of power generation enterprises in the process of enterprise restructuring and invest in newly-established power generation enterprises, which has played, to a certain extent, a positive role in forming the diversified shareholder structure, encouraging employees' participation in corporate governance and inspiring enthusiasm in production. However, due to irregularities in operations, problems such as unfair competition, transfer of profits of State-owned enterprises and loss of State-owned assets have emerged. In accordance with the spirit of the Notice of the General Office of the State Council on Forwarding the Implementing Opinions of the Electric Power Sector Reform Task Force on Deepening the Electric Power Sector Reform Under the Eleventh Five-Year Plan (Guo Ban Fa [2007] No. 19), and upon approval of State Council, the following opinions are hereby put forward on regulating the investment in power generation enterprises by employees in the electric power sector:

    近年来，各地一些国有电力企业通过成立职工持股会等方式，组织职工在发电企业改制中持股和投资新建发电企业，对于形成企业多元股东结构、鼓励职工参与公司治理、调动生产积极性起到了一定作用，但由于操作不规范，引发了不公平竞争、国有企业利润转移和国有资产流失等问题。根据《国务院办公厅转发电力体制改革工作小组关于“十一五”深化电力体制改革实施意见的通知》（国办发〔2007〕19号）精神，经国务院同意，现就规范电力系统职工投资发电企业行为提出以下意见：

1. Guiding thoughts and basic principles

The guiding thoughts for regulating the investment in power generation enterprises by employees in the electric power sector are as follows: guided by the Deng Xiaoping Theory, the important thought of "Three Represents", and the Scientific Outlook on Development, organizations and enterprises in the electric power sector shall, pursuant to the requirements on deepening the reform of the electric power sector, properly address problems arising out of the holding of equity interests in power generation enterprises by employees of power grid enterprises, straighten out property rights relations among power generation enterprises, optimize resource allocation, maintain fair competition, and prevent loss of State-owned assets, so as to ensure rapid and sound development of the electric power industry.

There are four (4) basic principles for regulating the investment in power generation enterprises by employees in the electric power sector: firstly, respect history, and be practical and realistic; secondly, deal with different situations in different ways, and provided classified guidance; thirdly, practice due prudence to ensure stability; and fourthly, enhance leadership and reinforce supervision.   

       一、指导思想和基本原则

    规范电力系统职工投资发电企业的指导思想是：以邓小平理论和“三个代表”重要思想为指导，深入贯彻落实科学发展观，按照深化电力体制改革的要求，妥善解决电网企业职工持有发电企业股权问题，理顺发电企业产权关系，优化资源配置，维护公平竞争，防止国有资产流失，促进电力工业又好又快发展。

    规范电力系统职工投资发电企业的基本原则：一是尊重历史，实事求是；二是区别对待，分类指导；三是稳妥操作，确保稳定；四是加强领导，强化监督。

2. Regulate investment in power generation enterprises by employees in the electric power sector

In making investment in power generation enterprises, employees in the electric power sector shall follow the principles of free will, fairness, good faith and self-assumption of risks, and shall be entitled to the rights and interests as investors. State-owned power enterprises may not organize employee investment activities in its own name.

Regulate the holding of equity interests in power generation enterprises by employees of power grid enterprises. Members of the leadership of power grid enterprises at the prefectural (city) level, as well as power dispatch personnel, financial personnel, and management personnel of or above the intermediate level of power grid enterprises at or above the provincial level may not, directly or indirectly, hold equity interests in power generation enterprises within the coverage of power grids of the same province (autonomous region or municipality directly under the Central Government). Any such person who has already held equity interests in power generation enterprises of the said type shall, within one (1) year since the printing and distribution of these Opinions, withdraw from or transfer the equity holding in full, in which case the power generation enterprise concerned shall have the preemptive right of repurchase. Other employees of power grid enterprises may not increase their holding of equity interests in power generation enterprises of the said type as of the date of printing and distribution of these Opinions. Where such employees voluntarily ask for withdrawal from or transfer of their equity holding, the power generation enterprises concerned shall have the preemptive right of repurchase. A power generation enterprise whose equity interests are held by employees of power grid enterprises shall disclose information on power transactions in accordance with relevant regulations, and conscientiously subject itself to the supervision and inspection by electricity regulatory authorities and other relevant authorities.

Regulate the investment in power generation enterprises by employees thereof. Employees of power generation enterprises may not directly invest in generator sets using the same infrastructure facility or the same operation and management system as do such power generation enterprises, nor may they make investment in installing generator sets in overflow tunnels or flood- discharge tunnels of dams. An employee already holding equity interests in different generator sets using the same infrastructure facility or the same operation and management system as his/her employer does shall, gradually withdraw from or transfer the equity holding after the printing and distribution of these Opinions, in which case the power generation enterprise concerned shall have the preemptive right of repurchase. Regarding different generator sets using the same infrastructure facility or the same operation and management system, a State-owned power generation enterprise shall formulate and strictly enforce specific measures for reasonable allocation of expenses and reasonable allocation of proportions of external heat supply. Infringement on and damage of State-owned rights and interests are prohibited.

       二、规范电力系统职工投资发电企业行为

    电力系统职工投资发电企业应当遵循自愿、公平和诚实守信、风险自担的原则，依法享有投资者权益。国有电力企业不得以企业名义组织各类职工投资活动。

    规范电网企业职工持有发电企业股权的行为。地（市）级电网企业的领导班子成员和省级以上电网企业的电力调度人员、财务人员、中层以上管理人员，不得直接或间接持有本省（区、市）电网覆盖范围内发电企业的股权，已持有本省（区、市）电网覆盖范围内发电企业股权的，应自本意见印发之日起1年内全部予以清退或转让，发电企业可以优先回购。电网企业其他职工自本意见印发之日起不得增持本省（区、市）电网覆盖范围内发电企业的股权，自愿清退或转让已持有股权的，发电企业可以优先回购。存在电网企业职工持股行为的发电企业应依照有关法规规定披露电力交易信息，自觉接受电力监管等机构的监督检查。

    规范发电企业职工投资发电企业的行为。发电企业职工不得直接投资于共用同一基础设施或同一生产经营管理系统的发电机组，不得在水坝溢流洞、泄洪洞投资安装发电机组。已持有共用同一基础设施、同一生产经营管理系统的不同发电机组股权的，应自本意见印发后逐步予以清退或转让，发电企业可以优先回购。国有发电企业应当针对共用同一基础设施或同一生产经营管理系统的不同发电机组，制定合理分摊各项费用和合理分配对外供热比例的具体办法并严格执行，严禁侵占和损害国有权益。

3. Enhance organization and leadership, and reinforce supervision and administration

State-owned power enterprises are responsible for regulating the investment in power generation enterprises by employees in the electric power sector. To prevent the loss of State-owned assets, the enterprises shall conscientiously fulfill the requirements under these Opinions, enhance leadership, conduct proper organization and make meticulous arrangement to reinforce internal management and regulate enterprise investment and restructuring activities. Furthermore, the enterprises shall enhance political and ideological work, increase publicity, education and guidance on public opinions, so as to effectively maintain the safe and steady operation of the electric power sector as well as the stability of the team of employees.

State-owned assets supervision and administration commissions, development and reform commissions, finance departments, electricity regulatory departments and other relevant departments at all levels shall enhance coordination and cooperation, reinforce supervision and administration, further regulate power dispatch order and transactions, and maintain the market order of fair competition, to ensure that various matters relating to the investment in power generation enterprises by employees in the electric power sector be properly implemented. State-owned assets supervision and administration commissions and electricity regulatory departments shall be responsible for the supervision and inspection of the implementation of these Opinions. The said departments shall severely investigate into losses of State-owned assets due to violation of applicable laws and regulations of the State and/or these Opinions and hold accountable relevant personnel subject to liabilities. Such cases shall be referred to judicial organs for investigation where criminal offenses are suspected.

       三、加强组织领导，强化监督管理

    国有电力企业是规范电力系统职工投资发电企业工作的责任主体。要认真贯彻执行本意见各项要求，加强领导，认真组织，周密部署，强化企业内部管理，规范企业投资和改制行为，避免国有资产流失。同时，要加强政治思想工作，强化宣传教育和舆论引导，切实维护电力系统安全稳定运行和职工队伍稳定。

    各级国有资产监督管理、发展改革、财政、电力监管等部门要加强协调配合，强化监督管理，进一步规范电力调度秩序和交易行为，维护公平竞争的市场秩序，确保规范电力系统职工投资发电企业的各项工作落到实处。国有资产监督管理机构、电力监管机构具体负责本意见贯彻执行情况的督促检查，对违反国家有关法律法规及本意见要求并造成国有资产流失的，要予以严肃查处并追究有关人员责任，涉嫌犯罪的，依法移送司法机关处理。