Interim Measures For The Central Enterprises Outside The State-Owned Assets Supervision And Administration

Original Language Title: 中央企业境外国有资产监督管理暂行办法

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Read the untranslated law here: http://www.chinalaw.gov.cn/article/fgkd/xfg/gwybmgz/201209/20120900371830.shtml

Interim measures for the Central enterprises outside the State-owned assets supervision and administration

    (June 14, 2011 the State-owned assets supervision and Administration Commission of the State Council released 26th come into force July 1, 2011) Chapter I General provisions

    First article for strengthening State State-owned assets supervision Management Committee (following referred to country funding Board) perform funded people duties of enterprise (following referred to central enterprise) outside State-owned assets supervision management, specification outside enterprise business behavior, maintenance outside State-owned assets interests, prevent State-owned assets loss, according to People's Republic of China Enterprise State-owned assets method and Enterprise State-owned assets supervision management interim regulations and the related legal, and administrative regulations, developed this approach.

Second approach applies to enterprises under the Central Government and all levels of wholly-owned holding Enterprise (hereinafter referred to as enterprises at all levels) in overseas capital in various forms by the formation of supervision and management of State-owned interests.

    Overseas enterprises in these measures refers to outside enterprises under the Central Government and its enterprises at all levels in China and Hong Kong S.A.R., and Macau S.A.R. and Taiwan funded the establishment of wholly-owned and controlled enterprises based on local law.

SASAC in accordance with article III of the central enterprise supervision and administration of State-owned assets abroad to perform the following duties:

(A) the development of Central enterprises outside the system of State-owned assets supervision and administration, and is responsible for the implementation, supervision and inspection;

(B) Organization of Central enterprises property right registration of State-owned assets, assets statistics, assets, assets assessment and performance evaluation of base management;

(C) supervising and guiding the enterprise establish overseas State-owned assets operation responsibility system, implementation of the State-owned asset increment duty;

(D) shall exercise supervision and management of the Central enterprises foreign investment, overseas State-owned assets operation and management matters, organization and coordination dealing with major incidents of foreign enterprises;

(E) in accordance with the interim measures for the asset loss liability of Central enterprises organizations working for assigning responsibility for major losses of foreign enterprises;

    (F) legal and administrative regulations, as well as other responsibilities as provided for by the relevant provisions of the State-owned assets supervision and administration.

Article fourth outside the Central enterprises according to law on supervision and administration of State-owned assets shall perform the following duties:

(A) shall examine the decisions on important matters of foreign enterprises, organizations outside the enterprise State-owned assets management;

(B) establish a sound outside the rules of corporate governance and internal control and risk prevention mechanism;

(C) establish overseas State-owned assets management system and to evaluate and monitor the operation of foreign enterprises, and implementation of State-owned asset increment responsibility;

(D) in accordance with the provisions of the interim measures for the asset loss liability of Central enterprises, responsible for or with the SASAC-owned foreign companies for assigning responsibility for major losses;

(E) coordinate belongs to foreign emergencies;

    (F) legal and administrative regulations, as well as other responsibilities as provided for by the relevant provisions of the State-owned assets supervision and administration.

Fifth Central enterprises and their assets, enterprises outside enterprises at all levels benefit and the right to participate in major decisions and choose managers, investors, develop or participate in the development of their investment overseas enterprises in accordance with law regulations.

    Central enterprises and levels funded enterprise shall participate in its foreign equity participation, joint ventures, cooperative enterprises management on important matters.

    Chapter II administration of overseas investment

    Sixth Central enterprises shall establish and improve foreign investment management system, centralized management of overseas-funded, under central planning.

Seventh outside the capital contribution shall comply with the laws, administrative regulations, relevant provisions of the State-owned assets supervision and administration and national (regional) legislation, in line with the national economic and social development plans and industrial policies, in line with the direction of State-owned economy distribution and structure adjustment, with the central business development strategy and planning.

    Enterprises under the Central Government and its important corporate takeovers, mergers and foreign listed companies as well as major overseas investment should be filed or approved in accordance with the statutory procedures SASAC. Eighth overseas-funded feasibility studies and due diligence should be carried out to assess the capacity of enterprises to financial and business management skills, prevent management, management, financial, legal and other risks.

    Overseas-funded business entities may establish unlimited liability in principle.

    Nineth in non-monetary assets to outside investment, asset assessment and in accordance with the relevant provisions of the law should be filed or approved. Formation of the tenth overseas-funded property rights should be determined by the Central enterprises or enterprises at all levels.

    According to the relevant legal provisions shall be personally held outside, should be harmonized by the enterprises under the Central Government in accordance with the relevant provisions of decision or approval, held with Entrust investment according to law, and other legal formalities of the preservation of the State-owned assets, and report in writing the SASAC. 11th Central SOEs should establish and improve the management system of offshore companies, regulate procedures for establishment of offshore companies, strengthening the funds management of offshore companies. New offshore companies, should be decided by the central enterprise or approval and report in writing the SASAC.

    Not necessary the existence of offshore companies, it shall be cancelled.

    12th Central enterprises overseas enterprises should be integrated into the overall budget management system, clear annual budget target of foreign enterprises, and strengthened budget control over important business matters of foreign enterprises, to grasp the implementation of the budget of foreign enterprises. 13th Central enterprises foreign capital should be incorporated into the unified financial management system, clearly define the rights and responsibilities of scheduling and use of overseas funds to strengthen daily monitoring.

Conditions outside the Central SOEs should funds be centrally managed and scheduled.

    Central scheduling control systems outside enterprise shall set up large amounts of money on foreign funding of the temporary fund account stringent approval and supervision, report regularly to the Commission outside the management and operation of large amounts of money. 14th Central enterprises shall strengthen the unified management of offshore financial derivative businesses, clear decision-making procedures, authorization rights and procedures, annual trading volume, trading rights and transaction process and other important matters, and in accordance with the relevant provisions of Commission filing or approval.

    Engaged in overseas futures, options, forwards, swaps and other financial derivatives business should observe the principles of hedging, improve risk management, and prohibit speculation.

15th central enterprise shall establish a personnel management system, clear responsibilities, work discipline, wage requirements, establishment of enterprise management personnel regularly visit and duty assessment system. Enterprises under the Central Government shall be in accordance with the principle of territorial management, and pay management system inside and outside.

    Does not have the conditions of territorial management, enterprises under the Central Government shall, in accordance with the relevant provisions of laws and regulations, combined with the earthly reality, uniform approach to expatriate compensation management, reported that SASAC record.

    Chapter III foreign enterprise 16th outside the central enterprise is the main responsibility of the supervision and management.

    Enterprises abroad shall report regularly to the central enterprise State-owned assets overseas total, structure, changes, such as meta-analysis.

    Article 17th overseas enterprises should establish a sound corporate governance structure, improve asset management systems and internal control mechanisms, regularly carry out inventory of assets, strengthen risk management, its operation and management of State-owned assets of value of responsibility.

    Foreign enterprises shall, in accordance with the relevant provisions of article 18th establish overseas State-owned property management system, clear and responsible agencies and work responsibilities, strengthening control of overseas State-owned property rights.

    19th foreign enterprises should strengthen investment management, in strict accordance with the central enterprise internal management systems go through the relevant formalities.

    20th overseas enterprises should strengthen budget management, strictly enforced by the shareholders (General) meeting, the Board of directors or the Constitution under consideration by the relevant authorities through the annual budget plan, cost and expense management, strict control of extrabudgetary expenditure.

    21st overseas Enterprise shall establish a comprehensive legal risk prevention mechanisms, strict implementation of the major decisions, contracts, audits and management procedures. 22nd foreign financing of enterprises under the Central Government shall be followed to determine permissions.

    Nonfinancial foreign enterprises must not be a central enterprise to which it belongs outside of enterprise or any form of personal finance, interbank lending or providing guarantees.

Article 23rd foreign enterprises should strengthen funds management, clear funds with administrative rights, strict implementation of corporate chief financial officers sign systems, large capital expenditure should meet the requirements of enterprises under the Central Government for approval and scheduling procedures and authorities. Foreign enterprises should be reputable and qualified banks as Bank shall open an account in his own name, but the host country (area) except as otherwise provided by law.

    Offshore business account shall not be lent to individuals or other organisations.

    24th foreign enterprises shall, in accordance with laws and administrative regulations as well as relevant provisions of the State-owned assets supervision and administration and corporate regulations, in line with the host country (region) under the conditions prescribed by law, timely, full allocation of profits to investors.

    25th offshore should establish and improve the accounting system, the accounting records and financial reports shall be true, complete and timely to reflect the operating results, financial condition and income and expenditure of the funds. Article 26th foreign enterprises through legal procedures to hire the qualified external auditors to audit the annual financial report.

    Not qualified by the Central Internal Audit audit of the Agency.

    Fourth chapter on major issues of foreign enterprises management

    27th central enterprise shall establish a sound foreign enterprises major events management system and reporting system, strengthening the management of foreign companies on major issues. 28th foreign enterprises funded by the shareholders of the enterprises under the Central Government should make it clear on behalf of the selection conditions, rights and responsibilities, reporting procedures and assessment incentives, outside shareholders appointed representatives to participate in the shareholders ' (big) Conference.

    Shareholders ' enterprise of appointed representatives shall, in accordance with the direction of motion, the views, the exercise of the right to vote, and fulfilment of responsibilities and results reporting delegate business.

Article 29th following one of the most important matters of foreign enterprises, shall be approved in accordance with the statutory procedures the Central enterprises:

(A) the increase or reduction of the registered capital, merger, Division, dissolution, liquidation, bankruptcy or change of business organization;

(B) the annual financial budget and final accounts plans, profit-sharing plan and compensate for losses;

(C) the issuance of corporate bonds or equity financing activities;
(D) the acquisition, equity investments, financial services as well as financial derivatives business;

(E) external security matters, foreign donations;

(F) disposal of key assets, the transfer of property rights;

(VII) open, change, withdrawal and bank accounts;

    (H) other matters regulated in the articles.

    30th foreign transfer of State-owned assets in enterprises, led to an important subsidiary wholly owned by the State-owned enterprises under the Central Government into holding, holding to a relative loss of holding or holdings status shall, in accordance with the relevant provisions of Commission approval.

31st foreign companies have a major impact on emergency, shall immediately report to the central enterprise is particularly significant, should be central corporate in the report to the Commission within 24 hours.

(A) bank accounts or offshore funds are frozen;

(B) the Bank or deposit-taking financial institutions;

(C) significant asset losses;

(D) the outbreak of war, natural disasters, major mass incidents, major emergency and endanger the safety of persons or property;

(E) by the host country (regions) regulatory penalties have a major adverse impact;

    (Vi) other events that have a significant impact.

    Outside the territory of the fifth chapter of State-owned assets supervision

    32nd State-owned foreign enterprises should be integrated into the central enterprise performance assessment and performance evaluation, conduct random audits of foreign enterprises are regularly organized, comprehensive evaluation of Central enterprises operating results.

    33rd central enterprise shall, on a regular basis outside the business management and internal control, accounting information and the operation of State-owned assets supervision and inspection, establishment of foreign enterprises ' production and management and financial performance information reporting system, to report to the Commission in accordance with regulations relating to foreign companies, property-related status, production and management and total State-owned assets abroad, the structure, movements, receipts, and so on. 34th Central enterprises shall strengthen the evaluation of overseas Chinese leaders, economic responsibility audit in term of Office and departure, and issue an auditor's report.

    Important overseas Chinese economic responsibility auditing report shall be submitted to the Commission by the heads of the record.

    35th State enterprises funded by the Supervisory Board in accordance with the laws, administrative regulations and the relevant provisions of the State-owned assets supervision and administration, to supervise the central enterprise State-owned assets abroad, organizations to carry out special inspections as required.

    The sixth chapter legal liability

Article 36th foreign enterprises, one of the following circumstances, enterprises under the Central Government shall, in accordance with the laws, administrative regulations and the relevant provisions of the State-owned assets supervision and administration, and hold those responsible accountable.

(A) the violation for its central enterprise systems business or personal finance or guarantee lending bank accounts;

(B) ultra vires or not according to the prescribed procedures for investment, scheduling and use of financial resources, disposal of assets;

(C) serious defects in the internal control and risk prevention;

(D) the accounting information not true, being out of accounts in operational and financial assets;

(V) transfer profits through unfair trade;

(F) misappropriation or withhold benefits payable;

    (VII) failure to promptly report matters of significance.

37th Central enterprises has any of the following circumstances, SAC shall, in accordance with laws, administrative regulations and the relevant provisions of the State-owned assets supervision and administration, and hold those responsible accountable.

(A) failure to establish overseas enterprises of State-owned assets supervision system;

(B) in accordance with this regulation to fulfil the approved filing procedures;

(C) does not report on major issues in a timely manner as provided herein;

    (D) lost control of the management of foreign enterprises, resulting in losses of State assets.

    The seventh chapter by-laws

    38th Central enterprises and enterprises in various branches of overseas institutions at all levels of the State-owned assets supervision and management in accordance with the measures implemented.

    39th article of local State-owned assets supervision and administration in accordance with the measures to develop the enterprises funded by overseas State-owned asset management system. 40th article of the rules take effect on July 1, 2011.