Central interim measures for the administration of overseas State-owned property rights
(June 14, 2011 the State-owned assets supervision and Administration Commission of the State Council published come into force July 1, 2011, 27th), first to strengthen and standardize the overseas State-owned property rights management of Central enterprises, according to the People's Republic of China State-owned assets law, the enterprise State-owned assets supervision and administration of the interim regulations (promulgated by Decree No. 378) and the relevant provisions of laws and administrative regulations of the State, these measures are formulated. The second State-owned assets supervision and Administration Commission of the State Council (hereinafter referred to as the SASAC) to fulfil the responsibilities of investor Enterprise (hereinafter referred to as the central enterprise) and its owned, holding firm at all levels (hereinafter referred to as enterprises at all levels) holdings of overseas State-owned property rights management procedures apply.
Otherwise provided for by laws and administrative regulations of the State, from its provisions.
Overseas State-owned property rights in these measures refers to the enterprises under the Central Government and its enterprises in various forms at various levels on the formation of overseas enterprises funded by equity.
Overseas enterprises referred to in the preceding paragraph refers to enterprises under the Central Government and its enterprises at all levels in China outside Hong Kong S.A.R., and Macau S.A.R. and Taiwan areas in accordance with local laws and funded the establishment of enterprises.
Third central business is the management of State-owned property rights outside its main responsibility should, in accordance with the laws and administrative regulations to establish overseas State-owned property management system while observing the outside registration and listing of related laws and regulations, standardize overseas State-owned property rights management.
Fourth Central enterprises should improve the enterprise governance structure, strengthen the regulation of foreign enterprises management, optimizing the allocation of overseas State-owned property rights, guarantees safety of overseas State-owned property rights.
Fifth Central enterprises at all levels and enterprises owned or controlled foreign companies held by the State-owned property rights in management, State-owned property rights in State-owned assets supervision management of the relevant provisions, mutatis mutandis. Sixth overseas State-owned property rights should be the Central enterprises or enterprises at all levels.
Foreign companies register held by the relevant legal provisions shall be in a personal capacity, should be harmonized by the enterprises under the Central Government in accordance with the relevant provisions of decision or approval, according to delegate investment preservation of State-owned property, such as legal procedures and report in writing the SASAC. Article seventh Central enterprises shall strengthen the management of offshore companies and other special-purpose companies. Because of the reorganization, listing, transfer or management requires the establishment of special purpose companies, should be decided by the central enterprise or approval and report in writing the SASAC.
Had not acquired the necessary special purpose companies, should be written off in accordance with law in a timely manner.
Eighth Central enterprises and enterprises when the following occur at all levels, should be centrally by the Central SOEs to SASAC's bid for the registration of property rights:
(A) to outside investment, Division, merger and other new businesses, or to acquire, invest in other ways made of property rights of foreign companies for the first time.
(B) the name, place of registration, registration of foreign enterprises of capital, scope of business enterprise's basic information, such as changed or corporate contributors, contributions, funded ratio changes cause the change of property rights of foreign enterprises.
(C) overseas business dissolution, bankruptcy, or transferring ownership of State-owned property rights, capital reduction and other reasons are not retained.
(D) other circumstances that required registration of property rights.
Nineth article central enterprise and levels child enterprise to its has of territory State-owned property to outside enterprise injection or transfer, or to its has of outside State-owned property to territory Enterprise injection or transfer, should in accordance with Enterprise State-owned assets assessment management provisional approach (SASAC makes 12th,), related provides, hired has corresponding qualification of territory assessment institutions on standard of real for assessment, and handle assessment record or approved. Tenth Article central enterprise and levels child enterprise owned or holding of outside enterprise in outside occurred transfer or by let property, and to non-currency assets funded, and non-listed company State-owned shareholders equity proportion changes, and merged Division, and dissolved liquidation, economic behavior Shi, should hired has corresponding qualification, and professional experience and good reputation of professional institutions on standard of real for assessment or valuation, assessment project or valuation situation should by central enterprise record; involved central enterprise important child enterprise by State-owned owned to absolute holding, and
Absolute to relative majority or lose stake in economic behavior, assessments or valuations shall be submitted to the Commission for filing or approval of the project.
Central enterprises and enterprises owned or controlled by foreign companies at all levels and assessment or valuation of economic behavior, its transaction price should be based on the record of the assessment or valuation results as a benchmark. 11th overseas State-owned property right transfer and other matters involving changes in the State-owned property rights, approved by the decision of enterprises under the Central Government or and related formalities according to relevant laws and regulations.
Among them, important subsidiary wholly owned by the State-owned enterprises under the Central Government to absolute, absolute to relative majority or loss of holding status, shall be submitted to the Commission approval. 12th Central enterprises and their transfer outside State-owned property right of enterprises at all levels, to transferee selection intentions.
Conditions, public bidding, the intention should be transferred, or into the Central transfer of State-owned property right trading pilot agencies listed.
13th central enterprise in the internal implementation of asset restructuring, transfers of enterprises under the Central Government, its direct or indirect wholly owned foreign enterprises, assignee of enterprises under the Central Government, its direct or indirect wholly-owned foreign enterprise, the transfer price can be subject to evaluation or audit confirmation determines the net asset value for the upset price. Article 14th overseas State-owned property right transfer of property rights transfer price shall, in accordance with a contract, in principle, should be in a lump sum.
Does need to be taken on account of, the transferee shall provide legal guarantees. 15th Central enterprises at all levels and enterprises owned or controlled foreign companies overseas initial public offering of stock, or central enterprises and enterprises at all levels held by overseas incorporated and listed the shares of the company changed, decided by the central enterprise in accordance with securities laws and regulations or ratified, and to report on the situation in written form the SASAC.
Registered overseas belongs to important enterprises of Central enterprises and listed companies, those matters should be determined by enterprises under the Central Government in accordance with the State-owned listed company held by the shareholders to transfer their shares of the interim measures for the Administration (SASAC to 19th) and other relevant provisions of Commission approval or for the record.
16th Central enterprises shall, in accordance with the measures implementing the overseas State-owned property rights management responsibility, improving archives management, and outside the territory of the enterprise State-owned assets management system, SASAC responsible bodies and other relevant circumstances in writing reports.
17th central business enterprises at all levels the implementation of these measures should be a year of conducting supervision and inspection, and inspection reports in writing in a timely manner the SASAC.
SASAC, central management of overseas State-owned property right of enterprises conducted regular sample checks.
18th Central enterprises and enterprises at all levels relating to persons in violation of State laws and regulations and these rules, is not responsible for monitoring the performance of overseas State-owned property, resulting in losses of State-owned assets, the relevant departments in accordance with the disciplined cadre management authority and the relevant laws and regulations; a suspected crime, the law transferred to judicial organs for handling.
19th a local State-owned assets supervision and administration in accordance with the measures to develop the enterprises funded by overseas State-owned property management system. 20th article of the rules take effect on July 1, 2011.