Abstract : Marx and modern human capital theory in human capital enterprises to share the remaining theory of covertly. Once it enters the human assets of enterprises brought to the capital attributes, The existence of human capital is not entirely depend on whether the claims and control over enterprises. As human capital formation and property ownership with diversity, it can get all it can occupy the remaining enterprises. This paper for business and workers to participate effectively in a reasonable allocation of the remaining provided certain information and the basis for the theory. Right now, although the reform of science and technology emerging technical staff to become shareholders Options operators and enterprise workers to participate in dividends and other new institutional arrangements, However, as the nature of human capital in theory not very clear and, therefore, in practice there are still confused. Enterprises that human capital assets, and how it can shape and into the capital, property ownership; Why human capital to obtain surplus with the right to control what is the relationship. This paper will attempt to answer these basic questions. First, capital and human capital in order to explain the concept of capital. First it is necessary to enterprises and the remaining residual value distinction. Refers to the remaining contracts exceeding income (wages, costs, interest, etc.) other than income (Zhang Weiying, 1996). The residual value is created by the labor over and above the value of their own value. According to Marx's theory, enterprises have more than advance capital income are all created in the labor force, therefore, contain residual value of the remaining enterprises. For the sake of convenience, in this paper we use the term remaining enterprises to get over all the advance capital income. Capital is usually some assets from the conversion. Human asset is the ability to work. It refers to the body of a production value of the exercise of physical and mental Consolidation (Marx, 1975a, the Chinese version). It includes physical assets and intellectual assets (Xiao-Ming Li and December, 1997b). Human assets is the value of their labor value. It is a society in a certain period of time to maintain the reproduction of labor costs. According to Marx's theory of capital and capital is able to create more than the value of their own value. Enterprises human assets has been able to become the capital because it could create more value than their value. At this point, basic economic theory does not exist differences. But differences lie in the remaining ownership, whereby the concept of capital is divided into two categories. The first is the narrow sense of the capital, or the strict sense of the capital. In the Marxist view, is the capital attribution. Only when the remaining capital belong to an owner, it is the winner for the remaining real sense the capital. The key here is the remainder of distribution. Even if the surplus is not created by its winner, but as long as he was remaining, he originally put into a capital. For no residual elements, even for the remaining have some input and contributions, He would not input into their capital, but others sense of the capital. Therefore, the human assets in the hands of workers only his assets or commodities, and not his capital, Only in the hands of the capitalists in order to become capital (Marx, 1975b, the Chinese version). Human assets are capitalists of human capital, as he put workers through the hands of the negative currency into the capital, and the human capital is the surplus. The second category is Schultz (Schultz,1961) and Becker (Becker, 1993) and others are representatives of the human capital economists have advocated the broad concept of human capital. They believe that as long as an asset to create and bring in excess of its value beyond the value and benefits, is the capital. Regardless of the creation of owning the remainder. Human capital theory study shows that Economic growth in total output than the growth factor to the growth is faster in human capital investment growth, human capital investment in economic growth is an important source of growth. Therefore, human capital is an asset. Shultz and others have always regarded human capital as capital components (Schulz, 1990, the Chinese version) But them the importance of human capital for economic growth and emphasize the role of human capital investment, instead of human capital and non-human capital in enterprises contractual relations and the relative position of human capital of their property rights. No matter whether the human capital economists human capital ownership interest Since the recognition of human capital is the source of economic growth, it means that the human capital the right to participate in the remainder of distribution. At this point, the theory of Marxism with the logic of the covertly. Second, enterprises human capital assets attribute the commodity economy, the human assets for the use of three options. The first one is the self-consumption. The second is sold as a commodity, a one-time completion of the transaction, only wages and enjoy the remainder. The third is non-human capital and direct integration entering the business and others with non-human capital (such as technicians or receive shares of stock options), own or with the combination of non-human capital, creating surplus manpower assets into human capital. Some scholars believe that the capital assets as a function of the remaining allocation is an inalienable, capital as profits to investors and to ensure access to income and profits with the right that is, profits or surplus capital is the owner of a property. In fact, some of its assets only with the creation of the remaining functions and access to the remaining wishes, but not entitled to the remainder. However, to claim residue does not prevent human assets into capital. Can assets into capital assets is the purpose and function, and the remaining ownership is the issue of property rights. On one hand, as part of the capital to create the remaining functions and participation in the distribution of surplus is not an inalienable right. In a capitalist economy or a socialist economy, human assets as a function of the use of capital in many cases are related to the distribution of the remaining rights to the separation. The other hand, the existing property rights arrangements are not immutable. As human capital to create the remaining functions and participate in the distribution of the rights under certain conditions can be unified. In reality many enterprises workers have participated in the distribution of surplus. Property arrangement is in fact a state of compliance, as long as it is conducive to the improvement of efficiency (Zhang Weiying, 1995). But no matter what changes ownership arrangements, human assets in the enterprise is used to seek the remaining nature has not changed. Surplus capital gain is the basic attributes. Any commodity producers are seeking for the purpose of the remainder. Human assets have been invested enterprises not only for the sake of access to its own human assets value more important, to seek more than the value of its own outside the remainder, regardless of the remainder attributable to the workers or capitalists. Therefore, once the human assets have been invested enterprises, regardless of their remaining ownership, it has transformed into a capital. In fact, Marx's theory does not deny human assets of a capital nature, But based on the distribution of surplus capital in the ownership made a distinction. According to Marx's theory of capital, the capitalists of variable capital and surplus is not a real surplus is the creation of the workers of labor. Human assets laborers real commitment to the functions of the capital, it is true sense of the capital. According to this logic, the workers can not obtain the remaining enterprises, Human non-human capital asset owners significance of the human capital; of the laborers involved in the distribution of the remaining enterprises, human assets are workers and non-human capital owners of common sense, human capital; in possession of all the redundant workers in enterprises, human assets are laborers sense of human capital. No matter how the remaining ownership, human capital are surplus production and the source of economic growth, is a capital. It is precisely for this reason, the modern enterprise will spend a lot of money to invest in human capital. Here, judging human capital assets are the key criteria to see whether to seek surplus instead of remaining ownership. Whether to seek the remaining assets can determine into capital and the remaining ownership will belong to the scope of property rights arrangements. This arrangement has been a certain period of social and technological development such constraints. In a system, the same access to human capital surplus, in a different system, arrangements under which they could not. In the history of the commodity economy, Enterprises human assets are used to seek the remaining properties had never distribution system changes So the remaining ownership does not preclude human assets into capital. 3. Enterprise Human Capital proprietary nature of the property rights of human capital and non-human capital, property rights are the same group of rights, including ownership, the right of disposition, and the right to exchange such beneficial. However, enterprises of human capital than non-property rights of human capital property rights more complicated. Human assets from the market of enterprise transformation will happen two, the first is from the capital to assets conversion the second is from centralized ownership of the transformation to diversified. On the market human assets and business of human capital on the ownership of property rights is different. On the market human assets that can be formed by personal investment, property rights is only as a vector of individual workers, its human assets of the exercise of property rights transactions from the other side constraints. Therefore, the human assets to enter the contracting process, the mutual transactions are free and unfettered. Once it enters the enterprise, on the human capital into workers and non-human capital owners in common. In the Central African human capital enterprises usually invest in human assets so that it can be improved, changing and increasing. to meet production needs. Meanwhile, human assets can also use non-human capital (equipment, equipment and the working environment), such as learning by doing (learning by doing) approach to achieve to this purpose. Of course, the new enterprises may not human capital by non-investment in human capital formation alone. it must be consistent with the physical and mental combination of expenditure only after formation of new human capital. Enterprise is the human capital of workers and non-human capital owners as a result of a joint venture. Therefore, enterprises in the human capital is not the only property ownership, the exercise of property rights should be the common investment constraints, workers and owners of capital-human has the right to decide unilaterally. Human capital disposal, exchange and the distribution of income, and needs a bilateral solution. Means to resolve bilateral trade and lease must be equal, the other party can not compulsory. In a market economy, equality and lease transactions can be resolved is the only effective approach. So, some enterprises literature workers as human capital owners said is not accurate. and the possibility of human capital and the distribution of property rights exercise misleading. However, such references have agreed as secular and in this paper we still treat workers as human capital, non-human capital as owners of non-human capital. However, the meaning is different. The use of human capital and the right of non-human capital there is a difference between the right to use it is not entirely to their buyers all. Human capital whoever investment is formed, its only carrier, their right to control the use of all natural way to all workers. Human capital is not only the owner can, but to use the controller is unique. In fact, human capital the right to use in any society has never fully assigned. In the transfer of the right to use the contracts reached, the form of human capital to the buyer the right to use all, However, due to individual workers (seller) has always maintained its ultimate control. always be able to open or hidden closure and the recovery (if not consider costs of the transaction). To complete the transfer of human capital is not right to use (Schulz, 1992, the Chinese version). Past on human capital of private property rights in natural expression (on Zhouqiren's, 1996) is not precise enough. Such enterprises in the private nature of property rights is in fact only the right to use the private, not including disposal of human capital. exchange and distribution of the proceeds of the private nature of property rights. Because the former can be hidden from human capital to control, while the latter must be resolved by bilateral common. Therefore, enterprises in the human capital can be controlled in addition to the right to use their own, other rights have to be non-human capital share. This determines the human capital can not unilaterally enjoy the remaining enterprises. Fourth, human capital and surplus distribution recognizes human capital, it means that it should have the non-human capital to equal rights. First, according to the Marxist labor theory of value, enterprises from the remainder of the workers live labor. According to this logic, human capital the right to participate in the remainder of distribution. Labor was that the community made the necessary deductions, in accordance with the labor of workers contribution to distribution. This work will not only contribute to creating a simple labor and the need to expand production costs, but also create a surplus. Labor does not preclude workers for the distribution of the remaining shares are included. Liuxiaoxuan on Zhouqiren's and others from the modern economy human capital in the form of capital and the role of non-human capital non-discrimination, sexual description of the human capital involved in the distribution of the remaining (on Zhouqiren's 1996 Liuxiaoxuan. 1996). We would like to point out is that the human capital of private property rights requirements Residual Claim incentive. Human capital of private property rights decisions of its supply uncertainty, and is unable to fully implement the unified regulatory system. to carry out a thorough monitoring (Zhang Jian Chuan, 2000). Operators and the efforts of producers exist not oversight, but to varying degrees (Zhang End set, 1998). Therefore, we only rely on the supervision does not fully address human capital efforts. Residual Claim and arrangements can be used to solve the self-supervision Incentive (Alchin and Demse tz,1972). And uncontrollable contract provisions as part of the remainder. Although the lease beyond the time of non-human capital may have a human right to use the remaining capital control. However, human capital, private property rights, contracts and non-human capital is impossible to control the use of human capital. In any case workers under control of the supply of human capital surplus ultimate control, so at any time may create risks or contractual provisions of the contribution (such as voluntary labor). This is a final sense of the residual control. To ensure such control over the use and the interests of consistency, the same need to residual control and the management of the corresponding principles, make it to the maximum with residual claim match. The latter because the former need motivation, and the two can not be separated (Hart,1995). If the two do not match, which will result in the so-called property rights incomplete, thus affecting the efficiency (Xiao Geng, 1997). Therefore, does not allow workers to participate in the distribution of surplus, it will be difficult to ensure that it has the full use of human capital self-motivation. But from a long-term incentive point of view, Residual Claim arrangements for the possibility of specific human capital and the long-term interests of enterprises linked to the thus encourage its continued investment and stay in business. Non-human capital will be able to access residual claim because he is the master control of the remaining businesses needed incentives. Human capital and access to business residual claim not only because it created a surplus but also because of its use of the ultimate control over the same needed incentives. But it must be pointed out, the human capital involved in the distribution of surplus human capital does not mean that all of the remaining occupied. As human capital ownership of diversity, at least at this stage, the remainder may be human and non-human capital share capital. As for the specific distribution structure, which do not belong to the scope of this paper. 5, human capital and enterprise control to some scholars, human assets must be non-human capital and direct integration and to direct disposal of non-human capital, human assets will be transformed into human capital, thus reunification with the proliferation of the concept of capital (Xiao-Ming Li and December, 1997b). Thus, the right to control the enterprises will become human capital assets into the premise. Despite modern property rights theory more emphasis on corporate control, However, as a unique human capital assets can not collateral and capacity information asymmetry, make non-disposable human capital and human capital enterprises grasp the control of big risks. and non-human capital enterprises grasp the right to control the relative safety and high efficiency (Zhang Weiying, 1995). Meanwhile, do not have non-human capital workers more receptive to non-human capital disclaimer, Even in human capital is a major source of value in enterprises as well. Because the "link" non-enterprise human capital (costs Fangyu, 1998). Thus, in normal circumstances, the non-human capital master control over the enterprises more likely. However, enterprises do not have control over do not necessarily lead to human capital surplus gain in the nature of the distribution of the remaining right of change change control of enterprises do not constitute human assets into capital necessary prerequisite. First, without the right to control the enterprises apparently without prejudice to human capital being used to seek and create a surplus. Second, further said, because participation in the remaining allocation fundamental reason lies in human capital is the source of surplus, their use must have incentives. In a market economy, if the lack of incentives, the likelihood of human capital is the closure or loss, not human capital to non-human capital requirements of enterprises control (large-scale revolution except). In fact, enterprises do not have the right to control the conditions, Enterprise workers to create and share the remaining institutional arrangements are not uncommon. Therefore, human capital assets can not be in its ability to control or non-human capital dominated by the latter. Discriminant human capital is only one standard, whether it is used to seek the remainder. 6, a brief conclusion and policy implications of human capital is the fundamental nature of being used to make surplus Once the human assets of this nature is, to achieve a transformation of human capital, regardless of the remaining enterprises and control over their ownership. As for the remaining contributions and the need for incentives, and human capital can be allocated in the remaining, But its ownership of the diversity of its decision only with the non-human capital rather than exclusive remaining share. Reform in enterprises, we should combine human assets as capital, with attention paid to its investment and incentive, and the empowerment of human capital residual claim as a long-term arrangement. But at least at this stage, the human capital can not and should not occupy all of the remaining enterprises and comprehensive master control, Otherwise it may hurt non-human capital investment and harming the interests of the state and affected the efficiency of enterprises.