Abstract: In present China, the reform of corporate governance structure is the key problem of the mixed-ownership reform of SOEs（state-owned enterprises）. With the reform of SOEs entering the deep water zone, how to distribute the control power and how to coordinate the relationship between state-owned capital and non-state-owned capital become the focus of the attention of SOEs and private enterprises. This paper selects the Eastern Air Logistics Co., Ltd. and Yanchang and Shell Petroleum Co., Ltd. from the typical cases of mixed-ownership reform of SOEs to conduct a double case analysis, in order to analyze and refine the governance mechanism of equity restriction in the process of mixed-ownership reform of SOEs, with a view to providing reference for future mixed-ownership reform. The findings show that integrating the concept of“clear rights and responsibilities, checking and balancing”into the equity structure and corporate governance mechanism is conducive to achieving mutual benefits and common development. It is necessary to establish the legal status and scope of power and responsibility of the Party committee in corporate governance, give full play to the function of“gatekeeping and orienteering”of the Party committee, and control the reform direction of SOEs. Furthermore, the market-oriented employment mechanism and the core employee restriction mechanism can reflect the breakthrough of mixed-ownership reform of SOEs in the“rule by man”, providing replicable and propagable experience for the comprehensive deepening reform of SOEs.

Key words: mixed-ownership reform, equity restriction, corporate governance, Party Committee governance