The Formation Form of China Tourism Group

* * * Tourism Group Company (hereinafter referred to as the Company) is a wholly state-owned limited liability company established by the People's Government of * * * in accordance with the Company Law of People's Republic of China (PRC) (hereinafter referred to as the Company Law) and relevant regulations, and is authorized to operate * * * state-owned tourism assets. The company is subordinate to the * * * Municipal People's Government, and is responsible for the assets authorized by the * * * Municipal People's Government. According to the authorization and entrusted responsibilities of the * * * Municipal People's Government, the company manages the * * * level state-owned tourism assets to ensure their normal operation and preservation and appreciation.

* * * The people's government has tangible resources such as natural scenery and human landscape, and tangible and intangible resources such as naming rights, franchise rights and policies, and uses market operation methods and management means to transform resources into capital for tourism development. Actively introduce foreign capital and private capital, realize the exchange of resources for funds, scenic spots for funds, and management rights for funds, and fully tap the private capital and people's strength. Seize the important scenic spots that form tourist routes, evaluate tourism assets, hand over state-owned assets to tourism companies for management in the form of shares, implement flexible policies to encourage social financing and attract investment, and participate in the management of tourism companies in the form of shares.

In order to solve the current management system and operation mode of resource division, overlapping functions, disjointed management and blocked operation.

I. Relationship between the Company and the Government

* * * The people's government exercises the investor's rights to the company, mainly:

(1) To decide on the establishment of the company and examine and approve the articles of association.

(2) To appoint and replace the company's directors, supervisors and chief financial officer, to appoint the chairman and chairman of the board of supervisors, and to decide on their remuneration, rewards and punishments; According to the nomination of the company's board of directors, examine and approve the candidates for general manager.

(3) To examine and approve the reports of the board of directors and the board of supervisors, the annual financial budget and final accounts, the profit distribution plan and the loss compensation plan.

(4) To make resolutions on the division, merger, increase or decrease of registered capital, change of organizational form, dissolution or liquidation of the company.

(5) review the company's business objectives and major investment projects, assess the operation of state-owned assets, and decide rewards and punishments on the basis of strict assessment.

Second, the relationship between the company and relevant departments

The company's assets and finances are subject to the supervision and management of the * * * Finance Bureau and the * * * state-owned assets department; Brigade (! ) The tourism business is subject to the industry management of * * * Tourism Bureau; The development of construction projects in scenic spots shall be subject to the planning and management of the Construction Bureau and the Tourism Bureau; Personnel management is guided by the Organization Department of the * * * Committee and the * * * Personnel Bureau; Involving culture, religion, forestry, agriculture, transportation, land and resources, safety supervision and other departments to implement industry management according to law, involving planning, labor, environmental protection, comprehensive management of social security and other matters, according to the relevant laws and regulations of the state and * * *, accept the management and guidance of relevant departments. Other matters shall be handled according to the relationship between general enterprises and government departments.

Three, * * * people's government authorized the company to operate state-owned assets.

(a) the state-owned assets invested by the people's government of * * * and the relevant departments of the government of * * * in various scenic spots within the scope of * * * (except as otherwise provided by the people's government of * * *).

(2) State-owned assets invested by relevant state departments in various scenic spots in China and managed with my consent and authorization (unless otherwise stipulated by relevant state departments).

(3) * * * Tourism enterprises and tourism state-owned assets or state-owned shares invested by relevant government departments in the past.

(four) the capital allocated by the people's government to the company, the funds authorized by the people's government to invest in tourism projects and the state-owned assets formed by them.

Authorized state-owned assets include Wangyedian National Forest Park, Wangyefu Museum (Fuhui Temple and Xianying Temple), Yue Ling Temple, Longquan Temple and Maanshan National Forest Park. * * * State-owned assets and corresponding state-owned equity (including the investment made by the people's government of * * * and relevant departments of * * * government to these enterprises and the assets formed by these enterprises borrowing from the people's government of * * * and relevant departments of * * *). Through the regional definition, asset evaluation and property rights stripping of the above scenic spots, the relevant authorization procedures for the company are completed.

The above-mentioned * * * level state-owned assets and state-owned shares are authorized by the people's government of * * * to operate and manage the company, and its asset evaluation and corresponding asset confirmation and authorization procedures can be carried out in batches according to the actual establishment of the company.

Four. Main business forms of the company

The operation of the company is divided into two levels. The company itself only carries out asset management and investment, and its wholly-owned scenic spots carry out tourism management, service and tourism project development.

The main contents of the company's asset management are:

(a) in accordance with the relevant provisions of the state and the people's government of * * *, through asset restructuring, investment promotion, transfer, replacement, equity participation, enterprise restructuring and other ways, to maximize the benefits of existing assets.

(2) Investing in the development and construction of major tourism projects and attracting investment.

(three) investment and equity participation in important facilities related to tourism.

Verb (abbreviation for verb) The responsibilities and rights of a company.

(1) Responsibilities and obligations undertaken by the Company:

1. Perform the authorized operation duties of state-owned assets stipulated by the people's government of * * *, and ensure the preservation and appreciation of the authorized state-owned assets.

2. Maintain the rights and interests of the people's government of * * * as the owner of * * * level state-owned assets, and implement the principles and policies of the people's government of * * * on the development of tourism.

3. bear civil liability independently with all legal person property.

(II) Authorized by the people's government of * * *, the company enjoys the following rights:

1. Independent possession and use of property authorized by the people's government of * * *.

2. With the approval of the people's government of * * *, invest, sell, buy shares, hold, lease and mortgage the property authorized to operate, and transform the wholly-owned subsidiary into a company.

3. The company enjoys the rights of investors to its wholly-owned or holding enterprises, that is, major decision-making rights, investment income rights and operator choice rights.

The major decision-making power is mainly to make decisions on the reorganization, merger, acquisition, transfer, equity participation, enterprise restructuring and major investment projects of enterprise assets.

Investment income right mainly refers to the ownership and distribution right of investment income; Implement financial supervision and investment supervision on subordinate enterprises, and examine and approve the profit distribution plan or loss compensation plan of enterprises.

The operator's right to choose mainly refers to the right to appoint, remove or recommend the board members, legal representatives and financial officers of wholly-owned and holding enterprises. Review the candidates for general managers nominated by investment enterprises and holding enterprises, and then appoint them by their subordinate enterprises.

The company shall enjoy relevant rights and interests for minority shares invested in other enterprises according to law.

The company does not directly interfere with the daily production and operation of subordinate enterprises, and the enterprises operate independently.

Corporate governance structure of intransitive verb company

The company establishes corporate governance in accordance with the provisions of the Company Law on wholly state-owned companies. ) structure. The people's government of xx exercises the rights of investors and selects the main members of the corporate governance structure of the company. According to the principle of separating government from enterprise, the company only enjoys political treatment according to the relevant regulations with reference to the administrative level.

The company has a board of directors composed of five members, four of whom are appointed by the people's government of * * * *, and 65,438+0 employee representatives serve as directors. The chairman is elected from among the directors and appointed as the legal representative of the company by the people's government of * * *. The board of directors is responsible to the people's government of * * *.

According to the Regulation on Property Supervision and Administration of State-owned Enterprises, the company has a board of supervisors, which is composed of three people appointed by the people's government of * * *, and the chairman of the board of supervisors is elected from among the supervisors and appointed by the people's government of * * *.

The company implements the general manager responsibility system led by the board of directors, with 65,438+0 general managers, who are nominated by the board of directors, reported to the people's government of * * * and appointed by the board of directors of the company. 2 deputy general managers nominated by the general manager and appointed by the board of directors.

After the establishment of the Company, Party organizations and trade unions of the Company shall be established in accordance with the provisions of party constitution and the Trade Union Law.

VII. Internal organization of the company, its functions and staffing.

(1) management. General manager 1, 2 deputy general managers (concurrently scenic area managers respectively), chief economist and accountant 1 respectively.

Scenic spots are divided into cultural scenic spots and natural scenic spots.

(2) the office. Responsible for the daily affairs of the company. Set up the office director (and personnel manager) and secretarial, filing, driving and other personnel.

(3) Asset Management and Financial Planning Department. Be responsible for asset management such as investigation, registration and disposal of the company's assets, prepare and summarize the company's finance, planning, statistics and financial statements of subordinate enterprises, and prepare the annual financial report. Department manager 1, clerk, accountant, cashier.

(4) Investment Development Department. Responsible for the company's investment, investment, equity participation project research, project management daily work and information collection. Department manager 1 person, 3 project engineers.

(5) Manage the operation department. Responsible for the planning, development, marketing and management of scenic spots. Manager 1 person, 2 staff members.

The above-mentioned tentative personnel shall be submitted to the People's Government of * * * for formal establishment after the company's business development.

Viii. Selection and remuneration of company personnel

Company personnel shall be selected according to the following conditions and procedures:

Chairman: comrades with high political quality, strong organizational ability and understanding of economic work are selected by relevant departments at the * * * level and local * * * people's governments to join the board of directors, elected by the board of directors and appointed by the * * * people's governments.

General Manager: Banner government employs comprehensive talents who are good at tourism planning and demonstration, familiar with financing and investment business and good at tourism operation business within the autonomous region.

Deputy general manager and department manager: giving priority to the staff of public institutions.

Other personnel: transferred from relevant departments or recruited from * * * talent exchange center.

All staff working in the company shall implement the enterprise salary system with reference to the original administrative level and salary. Part-time directors and supervisors do not receive remuneration from the company as required.

The company's office expenses, wages and related expenses are settled from the asset income or equity dividends collected by the investment and shareholding enterprises.

Nine. Registered capital of the company

According to the requirements of authorized operation, the registered capital of the company is 60 million yuan. The assessed state-owned assets are registered capital.

X. Company office:

/Xi Shi/Zong Jiebao Gao/Shishifangan/450611_ 2.html.