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Professor Gu Gongyun: Key Points and Directions for the Revision and Improvement of the "Enterprise State-owned Assets Law" in the Context of the Implementation of the New "Company Law"

On the afternoon of October 17, 2025, an academic lecture themed "Key Points and Directions for the Revision and Improvement of the 'Enterprise State-owned Assets Law' under the Implementation of the New 'Company Law'" was held in Conference Room 434, Xingmin Building, Xianlin Campus, Nanjing Normal University. Professor Gu Gongyun, Director of Shanghai Jintiancheng Law Firm, former Vice President of East China University of Political Science and Law, and concurrently Vice President of the Commercial Law Research Association of the China Law Society, Vice President of the Economic Law Research Association of the China Law Society, and Arbitrator of the China International Economic and Trade Arbitration Commission, was specially invited as the keynote speaker. Professor Ni Fei from our school served as the moderator. Undergraduates, master's degree students, and doctoral degree students from various grades attended the event to learn and jointly listened to this academic feast about the development of the state-owned enterprise asset system in the new era.

At the beginning of the lecture, Professor Ni Fei extended a warm welcome to Professor Gu Gongyun and introduced his academic background and research achievements to the students. Professor Gu Gongyun pointed out the origin of the lecture's theme right from the start, which was how to amend the "Law on State-owned Assets of Enterprises" in the context of the implementation of the new "Company Law" to consolidate and deepen the achievements of state-owned enterprise governance reform, and better achieve the goal of deepening state-owned enterprise reform and improving the modern enterprise system with Chinese characteristics.
In the following lecture, Professor Gu Gongyun introduced the special requirements for the governance of state-owned enterprises proposed in a new chapter of the Company Law, using the case of the Gansu Bayi Farm v. Jinchang Cement Shareholders' Meeting Resolution Invalidation as an example. He also presented the emerging systems of the new Company Law regarding the governance of state-owned enterprises and state-owned assets. For instance, Article 170 of the new Company Law stipulates the legalization of the Party's leadership over state-owned enterprises, Article 172 stipulates the legalization of the "authorization" of institutions fulfilling the duties of investors, Article 173 stipulates the strengthening of the external director system, and Article 176 stipulates the reform of the supervision mechanism for wholly state-owned companies. This serves as an important background for amending the Law on State-Owned Assets of Enterprises.
Based on this background, Professor Gu Gongyun raised three main issues that need attention in the revision of China's "Enterprise State-owned Assets Law". Firstly, how SASAC should position itself, which addresses the identity and relationship between the contributor and shareholder of state-funded companies. He emphasized that SASAC's identity as an investor in enterprises involves the basic concept of the modern corporate system, and there is still a contradiction between the roles of "referee" and "athlete", which needs to be clearly addressed in legislation. Secondly, how to achieve legalization in the classification of state-owned enterprises, which addresses the issues of classified reform, classified governance, and classified legislation for state-owned enterprises. In this regard, Professor Gu pointed out that state-owned enterprises can be divided into commercial state-owned enterprises and public state-owned enterprises based on their functional objectives and operating status. The former is mainly responsible for the latter. State-owned enterprises should leverage the opportunity presented by the revision of the "Enterprise State-owned Assets Law" to increase capital investment in public service sectors and play their due role. Thirdly, how to shift the governance philosophy of state-owned enterprises from "managing assets" to "managing capital", which addresses the issue of the state's governance approach towards state-owned enterprises.