海外“小大非”项目股东行权策略实践思考

The strategy of exercising shareholder's rights for SBN projects based on the successful practice of overseas projects

经过中国油气企业"走出去"25年的发展,产生了一类特殊的项目——"小大非"项目,即"所占股比小、投资金额大、非作业者"项目。探索"小大非"合作项目的各方面规律尤其是行权规律,应引起格外重视。油气企业参与"小大非"项目合作面临一系列难题:一是权益易损,二是抓手不多,三是制约较弱,四是商务能力稍逊,五是专有技术或缺。无论面临何种困局,"小大非"项目都应努力实现四大目标:一是股东行权最优化,二是经济效益最大化,三是社会效益最大化,四是学习效果最大化。小股东行权要达到预期效果,应讲求五大策略,即能源金融策略、行权平台策略、行权"六结合"策略、国家力量策略、素质提升策略。

SBN projects, a series of special projects came out after 25-year of Chinese oil gas enterprises ＂Going Out＂ development. SBN refers to those projects with small proportion of share, big investment amount and non-operator position. We should pay high attention to finding out the various rules of SBN projects, especially the rule of exercising shareholder＇s rights. Oil gas enterprises face a variety of problems during participating SBN cooperation projects such as loss of equities, short of platforms and supervision, weak restriction, less business capacity and lack of know-how. Concerning the above-mentioned challenges for SBN projects, there are such four objectives as optimization of shareholder＇s rights exercising, maximization of economic benefit, social benefit and learning outcome; and five strategies including energy finance, platform of rights exercising, ＂6-integrity＂ of rights exercising, state power and quality promotion.