Financial transfer of State-owned assets management way

    (March 17, 2009 the Ministry of Finance announced as of May 1, 2009, 54th) Chapter I General provisions

    First in order to regulate the financial transfer of State-owned assets of enterprises, strengthening supervision and management of State-owned assets transactions, protect legal rights of investors of State-owned assets to prevent the loss of State assets, in accordance with the relevant laws and administrative regulations, these measures are formulated.

    Second financial enterprise State-owned assets in these measures refers to the people's Governments at all levels and empowering investors to financial companies formed by various forms of investment interest.

    Financial enterprises in these measures, including all access to enterprise financial business licences and financial holding (Group) company.

    Third financial Department of the people's Governments above the county level (hereinafter referred to as the financial sector) and county-level people's Government above the authorized investment or financial sector transfers of State-owned assets held by financial companies, State-owned and State-owned financial enterprises (hereinafter transferor) transfers of State-owned assets held by foreign legal persons, natural persons or other organizations (hereinafter referred to as the transferee), these measures shall apply.

    Fourth financial transfer of State-owned assets of enterprises shall abide by the laws, administrative regulations and industrial policies.

    Fifth financial transfer of State-owned assets including unlisted State-owned property right transfer and the transfer of State-owned shares in listed companies. Financial transfer of State-owned assets property rights transactions, securities market system as the major form.

    Meet the conditions for these measures, transfer of State-owned financial enterprise assets can provide direct agreement. Article sixth transfer of financial ownership of State-owned assets should be clear.

    Ownership is not clear or property disputes, as well as legal and administrative regulations and the relevant State policy prohibited financial enterprises for the transfer of State-owned assets shall not be transferable.

    Transfer of real right of pledge has been established of financial enterprise State-owned assets should be in line with the People's Republic of China real right law and the People's Republic of China security law and other relevant laws, administrative laws and regulations. Seventh financial enterprise State-owned assets transfer in accordance with unified policies, principles of management, is responsible for the supervision and management by the financial sector. Transfer of financial enterprise State-owned assets of the financial sector, should be reported to people's Governments for approval.

    Government authorized the transfer of investment financial enterprise State-owned assets, shall be reported to the Finance Department for approval.

    Financial enterprise State-owned assets transfer process, involving social public management of Government and financial industry regulatory matters, shall, in accordance with national regulations, approved by the relevant government departments.

    Investors abroad for the assignee shall comply with national regulatory provisions relating to foreign investment, by the transferor in accordance with relevant regulations approved by relevant government departments.

    Article eighth financial sector is the financial transfers of State-owned assets supervision and Administration Department.

    Treasury is responsible for establishing financial transfer of State-owned assets supervision and management system, and central management of financial enterprises and its subsidiaries conduct supervision and management of State-owned assets transfer.

    Local financial departments above the county level to the management of transfer of financial enterprise and a subsidiary of State-owned assets supervision and management.

    Superior financial departments guidance and supervises the financial sector financial transfer of State-owned assets supervision and administration.

    Nineth of Treasury departments financial supervision and administration of transfer of State-owned assets shall perform the following duties:

    (A) determine or approve the financial transfer of State-owned assets, auditing matters of major asset transfers and reported to the people's Governments at the corresponding level for approval;

    (B) determined to undertake the financial dealings of the State-owned assets of enterprises property right trading institutions list;

    (C) the financial transfers of State-owned assets supervision and inspection work;

    (Iv) is responsible for the financial enterprises of State-owned assets transfer of information collection, compilation, analysis and reporting;

    (E) other duties as authorized by the people's Governments at the corresponding level.

    Tenth of State-owned and State-holding financial companies legally established in domestic and overseas subsidiaries or business investment, by the State-owned and State-owned financial enterprises established under this regulation is responsible for the subsidiaries and the transfer of State-owned assets of enterprises and carry out the following functions:

    (A) in accordance with these procedures and relevant regulations of the State, developing corporate-owned branches, subsidiaries of State-owned assets transfer of management practices and procedures, and reported to the Finance Department for the record;

    (Ii) examine whether the asset transfer to promote the sustainable development of enterprises;

    (C) matters of consideration level subsidiaries belonging to the asset transfer, supervision level subsidiaries assets transfer of the following matters;

    (D) to the financial sector, the financial supervision and regulation Department and other relevant departments report on the transfer of assets.

    Chapter II transfer of non-listed State-owned property right of enterprises

    11th transfer of non-listed State-owned property rights should be established by law or above the provincial level (including provincial level, the same below) property right trading institutions in public and not be limited by region, industry and capital contribution or affiliation. 12th State-owned and State-held property rights of transfer level subsidiaries of financial firms, should be reported to the Finance Department for approval.

    Apart from the countries clearly need to be approved by the State Council, and central management of State-owned and State-held property rights of transfer level subsidiaries of financial firms should be reported to the Ministry of finance approved local approval of the financial management of enterprise State-owned assets transfer, determined by the provincial financial department. State-owned and State-owned financial subsidiaries at the enterprise level (provincial subsidiaries or branch offices, financial asset management companies) transfer subsidiary held by property rights by holding (Group) company for approval.

    Among them, the major industries, a subsidiary of the major State-owned property rights transfer, or cause the transfer of businesses held by financial firms, or transfer the right to other key subsidiary holdings, should be reported to the Finance Department for approval.

    13th the transferor transfer programmes should be developed, and shareholders under internal decision-making procedures or other decision of the general meeting of shareholders, Board of directors or the Department considered a written resolution.

    Transfer programme, including the transfer of enterprise's basic situation, transfer demonstration, property right transferring announcement of acts, as well as other elements.

    Transfer business settlement issues the staff, should be placed in jobs in accordance with the relevant provisions of the State workers.

    14th the assigning party shall, in accordance with relevant regulations of the State, entrusted assets evaluation agencies to assess the transfer is the subject of the overall value.

    Article 15th non-property right transfer of State-owned listed companies need to be reported to the approval of the financial sector, the transferor shall submit the following materials prior to entering transaction:

    (A) application for transfer of property rights, including the transfer of reason, entering transactions and so on;

    (B) the property rights transfer programmes and internal decision-making documents;

    (C) the transferor and prior year audited by an accounting firm's financial and accounting reports;

    (D) the transfer of enterprise's basic situation, the subject of the current financial report and a recent issue of the accounting firms audited financial reports;

    (E) transfer and transfer of State-owned assets property rights supporting documents;

    (F) transfer of corporate asset valuation approved or filing;

    (G) the proposed choice of property right trading institutions;

    (H) the transferee shall meet the basic requirements of intent and means of payment;

    (I) the legal opinion issued by a law firm;

    (10) other documents deemed necessary by the financial sector.

    Transfer of ownership of financial firms, it should be explained in accordance with the relevant provisions of the financial supervision and regulation Department.

    16th in financial property right transaction of State-owned property right trading activities body, should meet the following basic conditions:

    (A) comply with relevant laws, regulations and rules;

    (B) with the corresponding Exchange, information release channels and professionals, to meet the financial needs of State-owned property rights transactions;

    (C) have a sound internal management system, property rights trading practices;

    (D) to fulfil its duties of property right trading institutions, law review subject qualifications and conditions for property rights transactions;

    (E) not illegal or irregular records for 3 consecutive years;

    (F) in accordance with the relevant provisions of the state publicly disclose property transaction information, and as required, promptly report to financial authorities above the provincial State-owned financial enterprises in property right transactions.

    Article 17th enter transactions of property right trading institutions, shall entrust the property right trading institutions in or above the provincial level public offering of economic or financial press and property rights trading property rights transfer notice is published on the Agency's Web site, public disclosure of information about the property right transfer of non-listed companies, collecting interest transferee.

    Property right transferring announcement period of not less than 20 working days.

    Article 18th disclosure of non-public enterprise property rights transfer of information shall include the following information:

    (A) the transfer is the subject of the basic situation of enterprises;

    (B) the composition of transfer of property rights;

    (C) transferring ownership of the internal decision-making;

    (D) the transfer of enterprise most recent audited by an accounting firm's main financial indicators of data;

    (E) transfer of assets assessment approval or for the record;

    (F) the transferee shall meet the basic requirements;

    (G) other matters requiring disclosure.

    Need these regulations go through examination and approval procedures, should also be disclosure of transferring ownership status of ratification.

    Article 19th intended transferee shall contain the following conditions:

    (A) has a good financial situation and ability to pay;

    (B) has a good commercial credit;

    (C) the transferee is a natural person shall have full capacity for civil conduct;

    (D) other conditions stipulated by the State.

    Without violating the relevant regulatory requirements under the principle of fair competition and the transferor intended transferee can be qualification, business reputation and industry access, assets, operations, financial status, management skills and other specific requirements.

    Article 20th in property transaction process, listed for the first time shall not be less than the approved prices or for the record results of assets evaluation. Listing failed to collect the intentions for the first time the transferee, the transferor can transfer business set a new tone and a new notice.
Nu tone below the 90% of the assets valuation result, should be back for approval.

    Article 21st open, producing more than 2 (2) when the intended transferee, the transferor shall, together with the property right trading institutions to the intended transferee is eligible to audit, according to transfer is the subject of the specific circumstances of the enterprise through auction, tender or other method of public bidding of State-ownership deal.

    Auction property rights transfer of non-listed enterprises, should be in accordance with the People's Republic of China auction law and other relevant provisions of implementation.

    Bidding property rights transfer of non-listed enterprises, should be in accordance with the People's Republic of China bidding law and other relevant provisions of implementation.

    22nd by property right trading institutions open only one eligible when the intended transferee, property rights transfer agreement within the field can be taken in the manner, but the transfer price shall not be lower than the listed price.

    Agreements in the field in the manner of the transferor shall consult fully with the transferee, legally and properly handle related matters involved in the transfer, property rights transfer agreement signed (a contract, the same below).

    Article 23rd after the transferee, transferor and transferee to sign property transfer agreement.

    Transfer agreement shall include the following information:

    (A) the transfer and the name and residence of the parties;

    (B) transfer of property right of basic information;

    (C) transfer, transfer price, price time and manner of payment and payment terms;

    (D) delivery of property rights;

    (E) concerned the transfer tax burden;

    (F) the agreement dispute settlement;

    (VII) the parties to the agreement for breach of;

    (H) the conditions for modification and rescission of the agreement;

    (I) transfer and other provisions were deemed necessary by both sides. 24th the assigning party shall, in accordance with property rights transfer agreement agreed upon the timely receipt of the full purchase price of the property, the transfer price shall in principle take one-time charge of monetary assets.

    If larger amounts, there is difficulty in one lump sum, instalments may be agreed upon, but installment payment period shall not exceed 1 year. Using instalments, the transferee shall not be less than the total of the deposit 30% of the price and paid within 5 working days from the date of entry into force of the agreement; the remaining funds should be the payment of preservation of the legal formalities, and press over the benchmark lending rates of financial institutions pay interest during installment to the transferor.

    In all transfer payment before the completion or not before going through the payment of security procedures, the transferor shall not apply for State-owned property rights registration and business registration procedures.

    Transferee of property right transfer price paid in non-monetary assets, the transferor shall be commissioned in accordance with the relevant provisions for asset valuation asset evaluation agencies, determine the value of non-monetary assets.

    25th fiscal departments shall carefully review the material submitted on assignment to determine whether to approve matters related to property rights transfer.

    After approval of the assignment, such as transfer of property right transfer and for both sides to adjust or significant changes in property rights transfer programmes, resulting in inconsistent with approvals, shall, in accordance with the prescribed procedures for approval again.

    Article 26th private company involved in the transfer of property rights of State-owned land (sea) use, prospecting and mining rights and related formalities shall, in accordance with relevant regulations of the State.

    Upon completion of 27th property right transfer of non-listed companies, transfers and assigns both property right transaction voucher shall be issued by the property right trading institutions, in accordance with the relevant provisions of the State registration procedures for State-owned property rights in a timely manner.

    Chapter III transfer of State-owned shares of listed companies

    28th the transfer of listed financial companies of State-owned shares and the transfer of State-owned shares of listed companies of financial enterprises should be carried out by a lawfully established securities trading systems.

    29th the assigning party shall, in accordance with the relevant provisions, for transfer of shares of the listed company information disclosure.

    Article 30th as the controlling shareholder, share transfer programmes should be reported to the Finance Department for approval before implementation.

    Related to key sectors of the national economy, should be approved by the relevant departments.

    31st article transfer party for listed company shares shareholders, in 1 a full fiscal year within cumulative net transfer shares (cumulative reduction holding copies deduction cumulative increased holding copies Hou of balance, with) proportion not reached listed company total equity 5% of, by transfer party according to internal decision program decided, and in annual January 10 Qian will Shang a annual transfer listed company shares of situation reported Treasury door; reached or over listed company total equity 5% of, should prior will transfer programme reported financial sector approved Hou implementation.

    Article 32nd transferor the transfer of State-owned shares in listed companies need to be reported to the approval of the financial sector, sending material should include:

    (A) applications for transfers of shares of listed companies, including the transfer of reason, the transfer of shares in quantity, cost, transfer pricing and so on;

    (B) the transfer of shares of listed companies and the policy file;

    (C) the transferor and prior year audited by an accounting firm's financial and accounting reports;

    (Iv) listed companies and its most recent annual financial statements and the accounting firms audit financial and accounting reports;

    (E) transfer of shares of listed companies to corporate control, the impact of stock and capital markets;

    (Vi) other documents stipulated by the financial department.

    Financial departments should carefully review the material submitted on assignment to determine whether matters agreed to transfer of shares of listed companies.

    Article 33rd will take large transactions of transfers of shares of listed companies, stock transfer listed price shall not be less than the weighted average trading price on the day the company's stock; no deal of the day, and not to low to 1 days before the weighted average price.

    34th listed company share transfer is completed, the transferor shall, in accordance with the relevant provisions of State-owned property right registration in time.

    The fourth chapter directly state-owned assets transfer

    35th under any of the following circumstances, approved by the State Council or the approval of the Finance Department, the transferor can provide direct transfer transfer of non-listed State-owned enterprises property right and State-owned shares in listed companies.

    (A) the relevant provisions of the State have special requirements for the transferee;

    (B) the holding (Group) company internal assets reorganization;

    (C) other special reasons.

    Direct agreement to be taken in the manner of holding (Group) the internal reorganization of the assets of the company, and central management of financial property right transfer of subsidiaries at the enterprise level is carried out by the Ministry of Finance responsible for the level the following subsidiaries of property rights transfer of the holding (Group) company, which intended for direct transfer holdings of shares of listed companies, transfer programmes should be reported to the Ministry for approval.

    Article 36th transfer transfer of non-listed enterprises by direct agreement, shall, in accordance with article 13th, 14th, 15th, 23rd and 24th of the regulations, organized transfer of programme formulation, appraisal, review material submitted, signed transfer agreements and transfer pricing efficiency charge work.

    37th article of non-listed Enterprise property rights transfer of direct agreement price shall not be less than the approved or filing of the assets valuation result.

    In the process of implementing internal restructuring of State-owned financial enterprises, plans to take a direct agreement, transfer of title, and the transferor and the transferee holding (Group) company a wholly-owned subsidiary, no overall assessment of the transfer of enterprise, but the transfer price shall not be less than confirmed by the most recent audited net assets value.

    Article 38th treasury departments financial enterprises in the form of direct transfer transfer of non-listed Enterprise audit in accordance with the article 25th provisions.

    39th transferor intended for direct transfer of shares of listed companies, should be in accordance with its internal decision-making procedures to make shareholders, Board of directors or other policy sectors considered a written resolution, and promptly report to the financial sector.

    Transferor shall directly transfer information in writing inform the listed company, a listed company shall conduct informational announcement to the public, shall be indicated in the notice, the matters intended for direct transfer of shares shall be subject to financial approval.

    40 great transfer agreement transfer shares of listed companies directly, the following materials shall be submitted to the financial sector:

    (A) application for transfer of shares of listed companies, including the transfer of reason, costs of transfer of number of shares, stocks, and other content;

    (B) agreement transfer shares of the listed company's internal policy documents and feasibility studies;

    (C) agreements publicly available proposed transfer of information content;

    (D) other documents stipulated by the financial department.

    41st received directly from the transferor of the financial sector after the agreement to transfer shares of listed companies material should be carefully reviewed to determine whether to approve the agreement, and to respond within 15 working days.

    Transfers received within 2 working days of the opinions issued by the financial sector, shall notify the listed companies, listed companies shall disclose the shareholder information intended for direct agreement transfer shares of listed companies.

    42nd transfer agreement transfer shares of listed companies directly for information should include the following:

    (A) transfer of shares number and the names of the companies involved and the basic situation;

    (B) the transferee shall meet the eligibility requirements;

    (C) the transferee to the deadline for submitting the application;

    (D) approval of the financial sector and related sectors.

    Article 43rd has any of the following circumstances, after approval by the financial sector, the transferor may not disclose information agreement on transfer of shares of listed companies:

    (A) the key industries of national economy, in the field of special requirements to the transferee;

    (B) the transferor as State-owned controlling shareholder, to implement the reorganization of State-owned resources or assets, and the transfer in the holding company or group of companies;

    (C) the listed company for 2 consecutive years of losses and delisting risk or a serious financial crisis, the transferee proposed major asset restructuring plan and a specific timetable;
(D) the stake involved in the transfer of listed companies to buy back shares.

    44th the transferor as the controlling shareholders, direct agreement to be taken in the manner to transfer shares and lose control, should hire a qualified professional intermediaries as a financial advisor and legal counsel, and to submit written observations. Financial advisers and legal advisers should have a good reputation and has no record of serious violation in the past 3 years.

    Party deems it necessary, may entrust securities qualification appraisal firms to assess transfer of the underlying asset.

    Article 45th direct transfer of shares of listed companies, the transfer price shall be in accordance with the information announcement of listed company share transfer (transfer of shares authorized not to disclose information, the signed share transfer agreement shall prevail) top 30 trading day weighted average of the daily weighted average price price 1 day before or principle of weighted average price is higher.

    Transfer as State-owned shareholders of listed companies, to implement the reorganization of State-owned resources or assets, internal transfer, and does not reduce the rights and interests of the listed companies, the transfer price shall be based on the listing of the company's most recent audited net assets, return on equity, earnings and other factors determining reasonable consultation.

    Article 46th listed after the company, the transferee has actual control rights of listed companies, subject to the following conditions:

    (A) having legal personality;

    (B) the establishment of 3 years or more in the past 2 years of continuous profit and no significant violations;

    (C) has listed companies in promoting sustainable development and improving the corporate governance structure of listed companies.

    47th transferee is determined, the assigning party shall promptly share transfer agreement with the transferee.

    Under the transfer agreement shall include but are not limited to:

    (A) the transferor, listed companies, the transferee company name, the name and domicile of the legal representative;

    (B) transfer of shares number, price and number of shares to be transferred;

    (C) the rights and obligations of the transferor and the transferee;

    (D) transfer payment methods and deadlines;

    (E) share transfer registration conditions;

    (Vi) modification and rescission of the agreement conditions;

    (G) the agreement dispute;

    (VIII) of the parties to the agreement for breach;

    (I) the conditions for the entry into force of the agreement.

    48th transfer a listed company shares for State-owned and State-controlled financial institutions, the transferor after determining the transferee shall submit the following materials to the financial sector in a timely manner:

    (A) the implementation and choice of transfer transferee of the situation;

    (B) previous year audited by an accounting firm's financial and accounting reports;

    (C) the transferee to General information, articles and a recent issue of the accounting firms audited financial report;

    (D) the basic situation of listed companies, the latest interim financial and accounting report and an audit firm audited annual financial reports;

    (E) share transfer agreement and share transfer pricing pricing instructions;

    (F) the transferee with the State-owned shareholders, listed companies within the last 12 months equity transfer, critical situations such as asset swaps, investment, and credit and debt situations;

    (VII) legal opinions issued by the law firm;

    (VIII) transfer of listed company shares on the company's share price and the impact of capital market;

    (IX) other documents stipulated by the financial department.

    49th fiscal departments shall carefully review the transfer of submitted material, and issue a stock transfer document.

    50th party shall, in accordance with the provisions of article 24th of this approach, charge transfer price and in accordance with the relevant regulations of the State in time for State-owned property right registration.

    The fifth chapter legal liability

    51st financial enterprises, one of the following situations occurred during the transfer of State-owned assets, the financial sector may require the transferor to immediately suspend or terminate the asset transfer activities:

    (A) not complying with the relevant provisions of this approach in property right trading institutions in trade;

    (B) the transferor does not fulfil the corresponding internal decision-making procedures, the approval procedures, or ultra vires, or not in accordance with the regulations approved by the relevant financial sector and unauthorized transfers of assets;

    (C) the transferor, transfer companies intentionally concealed assets should be included in the scope of the assessment, or false accounting information to an intermediary, audit, assessment distortion, as well as without the audit, evaluation, resulting in the loss of State assets;

    (D) the transferor and the transferee acted in collusion with low price transfer of State-owned assets, resulting in the loss of State assets;

    (E) the transferor is not complying with the provisions implementing the transfer of corporate debt, illegal transfer of creditor's rights or evade debt responsibility; to finance the enterprise State-owned assets as security, when transferring ownership of the assets, without the consent of the secured creditor;

    (F) the transferee to take fraud, concealment and other means to influence party choice and asset transfer agreement;

    (VII) the transferee in the process of property right transfer, colluding with low prices, resulting in the loss of State assets. 52nd article transfer party, and transfer standard of enterprise has this approach 51st article provides of case, by financial sector give warning, and recommends about sector on has directly responsibility of personnel and other directly responsibility personnel give administrative sanctions; caused State-owned assets loss of, should recommends about sector law held financial enterprise Director, and prison thing, and senior management personnel of responsibility; due to by let party of responsibility caused State-owned assets loss of, by let party should law compensation transfer party of economic loss.

    Suspected of a crime, shall be transferred to the judicial authorities.

    53rd accounting firms, asset evaluation agencies, law firms, financial advisers and other social intermediaries in the transfer of State-owned asset audit, assessment, advisory service on legal and illegal practice of financial authorities shall inform the competent authority concerned, proposals shall be given appropriate treatment.

    54th of property right trading institutions in financial transactions of State-owned assets in the fraud or neglect their duties, thereby harming the interests or the legitimate rights and interests of both sides, the financial sector can stop it from engaging in financial transactions of State-owned assets of enterprises in business, it is recommended that departments concerned shall be investigated for criminal responsibility of property right trading institutions and persons.

    55th financial approval of the enterprise State-owned assets transfer institutions and persons concerned break the laws, administrative regulations and these rules, resulting in the loss of State assets, shall be subject to disciplinary action by the relevant authorities; a suspected crime, transferred to the judicial authorities.

    The sixth chapter supplementary articles

    56th of provinces, autonomous regions, municipalities, separately listed cities in financial offices (bureaus) in accordance with this approach, developing implementation measures for the transfer of State-owned asset management of financial enterprises in the region, and reported to the Treasury Department for the record.

    57th State-owned and State-owned financial enterprises according to law exercise a claim or security interests, and claims to the debtor, guarantor or third person's property right transfer of non-listed companies, mutatis mutandis, chapter II of this approach in property right trading institutions.

    State-owned and State-owned financial enterprises claim or security interests according to the law, and claims to the debtor, guarantor or a third party transfers of shares of listed companies, mutatis mutandis, the provisions of chapter III of this approach in the securities trading system.

    Article 58th State-owned and State-holding of State-owned assets held by financial companies involved in litigation, according to court documents having force of law, related assignment.

    59th as State-owned and State-controlled securities companies, fund management companies and asset management companies, trust companies and insurance asset management companies and other financial firms to sell its import for the purpose of listing the company's shares in accordance with the relevant regulations.

    60th financial asset management companies to transfer bad assets and debt-for-equity assets, and otherwise provided by the relevant national policies, from its provisions.

    Financial asset management companies mentioned in these measures refers to China huarong asset management Corporation, China Great Wall asset management Corporation, China Orient asset management Corporation and China Cinda asset management Corporation.

    61st owned enterprises, people's Bank of China Head Office China investment company limited (Central Huijin Investment Company Limited), credit guarantee companies, and other financial transfers of State-owned assets supervision and administration of enterprises, against these measures. 62nd these measures shall come into force on May 1, 2009.