| The reforms of China's state-owned enterprises have been made an important progress, entering a new stage of system innovation from the reform of delegating power and surrendering part of the profits. However, in general, state-owned enterprises' system and mechanism still do not meet what the socialist market economic system requires; therefore, enterprises' system innovation is still a arduous mission. State-owned enterprises' reform might be studied from different viewpoints. The modern enterprises theory raised in 1930s and human capital theory raised in 1960s, and the flourishing development of new technology and new economy since the end of 20 century, provide us with a new tool of theory to study state-owned enterprises' reform and enlighten us on starting with the relationship between entrepreneur human capital and enterprise system innovation and on conducting the research through a new angle of view.Starting with the modern enterprise theories since Ronald Coase expounded, this paper studies enterprise system innovation. The modern enterprise theories believe that, the core of enterprise system is the ascription and distribution of enterprise's surplus rights (including surplus income and control power). Reviewing the structure change of enterprise's surplus rights, we would find out that, since a real enterprise established, the leading enterprise system has evolved from the classical enterprise, such as proprietorship and partnership system, to modern incorporated enterprise. Endless innovation of enterprise system results from a profound economic root. Analyses indicates that, the development of social productive forces and endless spread of enterprises scale, the expanding and deepening of work-division, the establishment and consummation of market system, the increase of market uncertainty, peoples' incentive to improve economic performance and to reduce risk, and the change of role that entrepreneur human capital during the development of enterprises, are the major factors to promote thetransition of enterprise system. Deeply reviewing the process of enterprise system innovation, we may find out that, the enterprise system does evolve with a rule, which is realized as the diversification of ownership mainstay, the pattern diversification of an enterprise system, the affirmation of enterprise system innovation, and the endless increase of role that the entrepreneur human capital plays in the enterprise system innovation.Radically, the basic elements forming an enterprise are human capital and non-human capital. To study the nature and innovation of an enterprise system, we must deeply analyze human capitals of an enterprise, especially the nature and roles of the most important human capital -entrepreneur human capital. Different from non-human capital, human capital is the collection of vigor, health, experience, knowledge, skill and other mental stock; therefore, it includes the following characteristics: individual or personal ~ its ownership is unable to be transferred, donated and inherited; go-aheadism and retractility ~ its performance depends mostly on the enthusiasm that the owner of human capitals has; sociality or corporation ~ it would not perform well enough and produce "collaborative and productive forces" unless collaborating with other social members; intelligence and creativity — its functionality is realized mainly through its mental creativity conducted during the social production, rather than through natural forces, such as physical force. It is very difficult to measure the stock and potential of human capital.Entrepreneur human capital is a part of human capital; therefore, it has the general nature and roles of human capital. At the same time, it is the special and most important human capital, and is much different from other human capital. The roles or basic meanings of entrepreneur human capital might be understood as the following: the role of entrepreneur human capital rests with endless innovation; entrepreneur human capital is a capability to forecast and make decisions on market uncertainties; entrepreneur human capital is a capability to combine resources; entrepreneur human capital is also a capability to coordinate and organize.There is an intrinsic connection between the several roles and basic meanings of entrepreneur human capital: facing drastic market competition, an entrepreneur would not survive and develop his enterprise without innovation. Based on the capability to forecast and control market uncertainties, entrepreneurs' innovations require them with capabilities to judge and make decisions. After an entrepreneur makes a decision, his personalities and social credit are required to raise abundant fund, to promote employees' activities and to conduct his decision and planning. The roles or basic meanings of entrepreneur human capital decides that entrepreneur human capital is different from other human capital, which is that entrepreneur human capital is more exiguous and private, and more difficult to calculate and examine. The conduct and accumulation of entrepreneur human capital is marketability. Meanwhile, it is more important that entrepreneur human capital is an important source for capital appreciation.The enterprise theories since Coase expounded, think that, an enterprise is a particular contract at a market. The particularity is that, a general contract always stipulates the specific rights of both parties in advance; however, some items and the ascription of power are unable to be stipulated and stated in advance in an enterprise contract, which results in surplus rights. The particularity of an enterprise contract derives from the nature and roles of enterprise human capital, especially of entrepreneur human capital, because it is impossible to forecast and stipulate the stock and roles of human capital, especially of entrepreneur human capital. Modern enterprise theories think that, the enterprise ownership (the ascription of an enterprise's surplus rights) decides the nature of enterprise system, therefore, is the core of enterprise system. As a result, the transition of enterprise system is the change of enterprise's surplus rights and collocating structure. Traditional enterprise theories think that only the owners of an enterprise's non-human capital should own its surplus rights. However, according to our analysis, enterprise human capital also has the nature of capital, and therefore, is qualified to share enterprise's surplus rights. We particularly need to point out that, in theface of market uncertainty continuously increased, entrepreneur's capability to innovate and make decisions play a crucial role for capital appreciation and enterprise's development. In this way, we would conclude that: the distribution of an enterprise's surplus rights (the nature of an enterprise system) rests with the strength comparison between enterprise human capital, especially entrepreneur human capital, and enterprise non-human capital; the transition sources of enterprise system are the strength comparison between enterprise human capital, especially entrepreneur human capital, and non-human capital, and the negotiation and competition; and the transition process of enterprise system is the continuous negotiation and games between enterprise human capital, especially entrepreneur human capital, and non-human capital.In the traditional system of planned economy, a state-owned enterprise is not a contract of a market. Enterprise's non-human capital and human capital include: both ownership and collocation of entrepreneur human capital belong to the country, and economic system, and its incentive intensity and validity are unable to be compared with those of enterprises operating in market economy. Therefore, state-owned enterprises have no advantage to compete. The system and mechanism of state-owned enterprises are improved largely through reforms, but, they can't meet what a real market mainstay requires yet. The current system of state-owned enterprises has the following important characteristics: the country or government owns the legal rights of control on enterprises; however, entrepreneurs actually control enterprises at different levels, which is "control by enterprises' insiders". This enterprise system results in low efficiency and loss of state-owned assets. Therefore, innovating the reform thoughts and patterns of state-owned enterprises should be conducted through that an enterprise is a market contract of the owners of non-human capital and entrepreneur human capital, including that governments partially withdraw from the innovation process of enterprise system, entrepreneur human capital should be considered as an important source for capital appreciation, a new managing structure might be developed through sharing enterprise's surplus power, the principal ofstate-owned assets should be solved through the shareholding reforms of state-owned enterprises. At the same time, in order to deepen the managing system reform of state-owned assets and realize the transition from operating enterprises and assets to operating capital, entrepreneur markets should be established and consummated and capital markets should be established and perfected, which will create an environment of system and mechanism for playing the roles of entrepreneur human capital in the innovation of enterprise system.Raised in China recently and with a new and important significance of system innovation, Management Buy-Out (MBO) results from the increase of entrepreneur human capital and the development of socialist market economy. Currently, in order to create an environment for pushing MBO and realize its roles of promoting the reform of state-owned enterprises, economic and legal systems need to be perfected quickly; MBO's regulatory and standardization need to be strengthened.There are six chapters in this paper. Chapter 1 brings forward the questions and analyzes the practical and academic backgrounds studied in the paper. Analyzing the transition process of enterprise system, chapter 2 tries to find out some rules of enterprise system innovation. Chapter 3 analyzes the characteristics and basic nature of human capital and entrepreneur human capital. Starting with the relationship between entrepreneur human capital and enterprise system, chapter 4 discusses the reasons and mechanism of enterprise system innovation. Chapter 5 analyzes the current system of state-owned enterprises, and, with the academic viewpoints developed in this paper, brings forward new ideas and policy suggestions for further deepening the reform of state-owned enterprises. Further using the academic points of view developed in this paper, chapter 6 analyzes the current performance of MBO in China and the existing problems, and indicates relevant suggestions.The innovations of this paper are: academically, it deeply analyzes the reasons that enterprise system evolves, and indicates the major trends andrules of enterprise system innovation. Comparing non-human capital to human capital, the paper systematically analyzes the roles and characteristics of entrepreneur human capital, and indicates the relationship between entrepreneur human capital and enterprise system, and its roles playing for enterprise system innovation. Practically, based on the academic points of view above and focusing on the current situation of China's state-owned enterprises, this paper indicates new ideas and suggestions for deepening reforms.The innovation of enterprise system and the reform of state-owned enterprises need to be further studied from the facet of entrepreneur human capital. For example, the relationship among all kinds of factors impacting enterprise system need to be further analyzed; while qualitative analyzing the roles that entrepreneur human capital plays in the change of enterprise system, more precise quantity studies would better be realized. The author will further discuss these issues in future research.
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