(November 3, 1994 national State-owned assets authority, and national economic reform Committee file country funding enterprises sent (1994) 81st, released) the province, and autonomous regions, and municipalities Government, State ministries, and the directly under the institutions: to implement company law, specification Corporation State-owned equity management, we in summary joint-stock pilot in the State-owned equity management experience based Shang, developed has Corporation State-owned equity management provisional approach, now issued to you, please as this implementation.
    Annex: interim measures for State-owned equity management company limited chapter I General provisions article I-implementation of the law, standard company limited (hereinafter "Corporation") of State-owned equity management, maintenance of State-owned assets and interests, these measures are formulated.
    Article to form joint-stock companies, investment and property management subject to different circumstances, respectively, constitute a "State" and "State-owned legal person shares". State refers to the right to represent the national investment agency or Department to AG capital formation or in a manner prescribed by law to obtain shares.
    AG shares registered on a division of the shares held by the agency or Department. State-owned legal person shares is a legal entity of the State-owned enterprises and institutions and other units to take up the law of corporate assets to funded independently of their joint-stock companies formed or in a manner prescribed by law to obtain shares.
    In joint-stock company shares registered on a division of the State-owned enterprises or enterprises and shares held by other units.
    State shares and State-owned legal person shares are collectively referred to as equity.
    Article management of joint-stock companies of State-owned shares should be guided by the following principles: first, implement the policy of keeping public ownership as the main body to ensure State-owned equity in accordance with the State industrial policy in the stake in the joint-stock company.
    Second, stick to separate the functions of Government from those of enterprises, and maintenance of State-owned property rights, implementation of joint-stock company legal person's property right according to law.
    Third, the reasonable allocation of State-owned assets, optimize the structure of State-owned assets investment, improve the operating efficiency of State-owned assets.
    Four, protect the interests of State-owned stocks, and other equity unit, with the same rights, the same benefit.
    Article fourth of State-owned assets management Department is State-owned equity management functional institutions.
    Chapter II establishment of joint-stock companies of State-owned shares when defining the fifth when State-owned enterprises into joint-stock companies, the overall restructuring, according to the actual situation of enterprises assets restructuring.
    Reorganization of enterprise assets must be conducive to enterprise development, helps to improve the profitability and the level of services conducive to the development of specialization and socialization, separation of assets reorganization of the original enterprise, must be clearly independent economic entities in joint-stock company after the separation of property management and management system, clear its property relations and economic relations with the company.
    Established by article sixth joint-stock companies, must be issued by the State Council of the relevant provisions of the measures for the management of State-owned assets assessment, an eligible assessment institutions to conduct asset assessment.
    Article seventh conversion of State-owned enterprises into joint-stock companies, according to relevant regulations of the State property.
    Eighth joint-stock company was established, the equity defined distinction should be restructured and established two new kinds of different situations.
    Equity definition of a, State-owned enterprises into joint-stock companies: 1, is entitled to represent the national investment agency or Department is set up with State-owned enterprises converted to a joint-stock company, with all of its assets, the original should be removed, original country defined as net assets into shares of State. 2, and right to representative national investment of institutions or sector directly established of State-owned enterprise to its part assets (together with part liabilities) alterations for AG of, as into AG of net worth (refers to assessment Qian net worth, with) cumulative above original state-owned enterprise net worth 50% (containing 50%), or main production part all or most assets into joint-stock enterprise, its net worth folding into of shares defined for national unit; for AG of net worth below 50% (not containing 50%), Defined as net assets into shares of State-owned legal person shares.
    Other provisions from the regulations of the State.
    3, and State-owned corporate units (industry sex Corporation and has Government administration functions of company except) by has of enterprise, including property relationship after defined and confirmed of State-owned enterprise (Group) of full funding child Enterprise (full funding subsidiary) and holding child Enterprise (holding subsidiary) and subordinates enterprise, to all or part assets alterations for AG, into AG of net worth folding into of shares defined for State-owned corporate unit.
    Second, the equity of the newly established joint-stock company defined: 1 State-authorized investment institution directly to the establishment of the new joint-stock company or sector investment share is defined as State shares.
    2, State-owned enterprises (except for company head office and administrative functions of the Government) or State-owned enterprises (Group) 's wholly-owned subsidiary (wholly owned subsidiary) and holding companies (subsidiaries) to take up the law of corporate assets directly to the formation of new AG investment stake in share is defined as State-owned legal person shares.
    Nineth according to this, the methods should be defined as a national unit shall not be demarcated as State-owned legal person shares.
    Article tenth of State-owned enterprises (of a single investment enterprise) restructuring when the joint-stock company was established, after assessment, the possession of the use of assets and net assets shall be the share exchange, equity may not separately; its equity in accordance with the approach set out in the State-owned stock units held, not separated by different departments or agencies.
    11th joint-stock restructuring of State-owned enterprises, according to the national industrial policy can be implemented in the pilot work of joint-stock interim provisions on several issues to ensure State shares or State-owned legal person shares (the State-owned corporate unit shall be for the State-owned enterprises or State-owned company) holding position. State-owned stock holdings divided into absolute and relative control muscles.
    Holding refers to state-owned equity holdings accounted for more than 50% (excluding 50%); the relative majority refers to state-owned equity stake than 30% less than 50%, but due to the dispersed ownership, the State has a controlling influence on joint-stock companies.
    Should generally calculated holding shares of the same holding as, not to two or more of the shares of State-owned stock holding units added and calculated the total. 12th State-owned assets is strictly prohibited to underestimate the price discount unit shall normally be converted into equity of State-owned shares of net assets after the assessment. If not all the share exchange, the share exchange scheme shall consider together with the programme and is expected to issue its IPO price, but the share exchange ratio (State-owned share capital prior to release State-owned net assets) shall not be less than 65%. Offering premium rate (stock price/par) should not be less than the share exchange ratio (issuance of State-owned shares of former State-owned net assets/equity). Net assets not fully share exchange difference shall be included in the capital reserve fund shall be subject to any form of capital (net assets) into debt.
    Net assets after the share exchange, shareholders ' equity should be equal to the net assets.
    13th State-owned enterprises into joint-stock companies must clearly state or State-owned legal person shares. Article 14th assets after the end of the assessment, the units concerned to apply for State-owned equity management plan and be accompanied by the relevant materials, reported the State-owned assets management departments, approval. State-owned asset management's approval is necessary for approval of setting up a joint-stock company files.
    State-owned equity management applications requiring the Department authorized by the State Council for approval to establish a company, reported that the State-owned assets approved by the Administration; 15th state-owned assets management departments to establish joint-stock companies of State archives, including the national stock company name, State-owned shares amount total capital ratios, dividend collection, national changes in ownership of the State, imposed on State equity and income management.
    Chapter three State-owned shares and shares 16th national ownership should be held by the State authorized investment entity, in front of a State authorized investment entity does not expressly, or by the State-owned assets management departments or on behalf of the Government by the State-owned assets management departments entrusted to another agency or Department. Entrust national equity, State-owned assets management departments should be entrusted to handle trust procedure, enter into an agency agreement, clear both in the exercise of shares, dividend collection, transfer of rights and obligations.
    State owned by State-authorized investment institution, the State-owned assets management powers to develop a protocol.
    State-owned legal person shares as an investment subject and exercise owned by State-owned corporate unit.
    Article 17th unit of State-owned share holding State-owned shares of the joint-stock company according to the law, protect the interests of State-owned shares, responsible for the State-owned stock rights and interests of safety and integrity.
    18th unit of State-owned shares must keep the shares or other equity instruments. 19th unit of State-owned shares can appoint legal representatives or its designated agent to attend the general meeting of shareholders to consider and vote on matters on the agenda of the general meeting of shareholders.
    Unit of State-owned shares by representatives attending the general meeting of shareholders to nominate directors, Board of supervisors candidate or make a motion to remove its directors, supervisors, and shareholding to vote, voting.
    20th delegates attending the general meeting of shareholders of State-owned shares units of representative or agent, should be holding the unit's interests and will exercise the shareholder's rights.
    21st State-owned shares may not delegate any natural persons as shareholders State-owned shares and the exercise of State-owned shares in his own name.
    Article 22nd for a unit stake held by State-owned shares and shall not be divided into several parts assigned more than one nominee shareholders exercised separately.
    23rd without going through statutory procedures, the State-owned shares may not designate a person to serve as Director of a company directly, nor require any Director on behalf of the State-owned stock holding unit interests or prior ex parte to a unit of State-owned shares to report important information should be disclosed to all shareholders at the same time.
    All elected directors of the company, whether nominated by national stock units shall represent the interests of all the shareholders, for all shareholders.
    State-owned shares and the exercise of administrative measures separately. The fourth chapter of State-owned shares and income, purchase, transfer and transfer of management article 24th by the distribution of cash dividends to the shareholders resolution, unit of State-owned shares should be paid on time and collect the dividends of State-owned shares should be given, shall not in any way give up the right of State-owned shares.

    25th State to illustrate revenue collected by State-owned assets management supervision, into the State-owned assets management according to law and in accordance with relevant regulations of the State budgetary arrangements.
    Dividend legally charged by the State-owned corporate unit of State-owned legal person shares, according to the relevant provisions of the General rules of the enterprise's financial accounting.
    Section 26th unit of State-owned shares of the State-owned stock shares dividends may not be unilaterally AG use.
    27th unit of State-owned shares in the shareholders ' Meeting decides to send a rights issue and other matters, required to maintain the interests of State-owned shares, must not blindly in favour of a rights issue or abandon their rights; no agreed that other State-owned equity distribution of cash dividend equivalent bonus shares and other equity allocation norms, unfair distribution.
    State-owned shares may not, for any reason or by any means agreed to unilaterally reduce the State-owned stake.
    28th unit of State-owned shares in accordance with the State industrial policy, business strategy and regulations for additional equity.
    After completing the additional equity and increase national ownership, shall be reported to the State-owned assets management Department.
    29th State ownership can be transferred according to law.
    State share transfer shall comply with the following requirements: first, the transfer of national ownership should be to adjust the investment structure as the main objective.
    Second, transfers of State ownership shall comply with State regulations on transfer of State shares, owned by the State apply shows transfer purposes, transfer of income to invest, transfer, transfer amount, manner and conditions, transfer pricing, transfers, and other specific arrangements.
    Three applications, transferring State equity reported that the State administration of State property and the approval of the provincial State-owned assets management Department; transfer of State-owned shares to foreign (including transfer of shares) reported that the State-owned assets approved by the Administration; large amount of State-owned shares transfer, involving changes in the absolute right of control and the relative majority, subject to national approval authority in conjunction with the State Commission for restructuring of State-owned assets and the relevant authority.
    Four, non-State-owned assets management after transferring State equity holdings shareholders units, shall report to the State-owned assets management Department transfers the amount of revenues, transfer income plan and implementation results.
    Specific measures for the transfer of State-owned shares separately.
    30th State share transfer of shares shall comply with the relevant provisions of securities regulation.
    31st State share transfer shall be included in the State-owned asset budget revenues for purchase by the State-controlled joint-stock company shares or buy other shares of State-owned assets management investments.
    Article 32nd after bankruptcy or termination of liquidation of joint-stock company, State-owned shares should be proportional to the stock recovery of remaining assets.
    Fifth chapter of supervision and sanctions article 33rd State-owned assets management Department shall assess, supervising national stock units the right to exercise their rights and fulfil their obligations, safeguard the interests of State-owned shares.
    34th State-owned asset management reserves the right to check on the management of national ownership, units under inspection shall not cheat in any way, or refuse and escape. 35th State-owned asset management reserves the right to either alone or in conjunction with the departments concerned in violation of this, the methods, lead to infringement of the rights of State-owned assets of financial, administrative and personnel action including termination of authorization or disarmament was entrusted the national shares qualify.
    Responsible for breaches of criminal law, the judicial organ shall investigate its criminal responsibility.
    Article 36th State-owned assets management departments and staff of the authority, malpractice or negligence resulting in loss of rights and interests of State-owned assets, the State-owned assets management departments or its authorized institution concerned should be responsible for economic and administrative punishment; violate the criminal law, the judicial organ shall investigate its criminal responsibility.
    Sixth chapter supplementary articles 37th article of the principles of the approach to a limited liability company. 38th article of the measures after the release of the pilot joint-stock Enterprise State-owned assets management interim provisions repealed simultaneously.
    Other relevant provisions inconsistent with the provisions of the present measures, is subject to this the measures implemented.
    39th local according to the specific operating requirements of the approach, reported that the State administration of State property and the State Commission for restructuring the record.
    40th article of the Council is responsible for the interpretation of the measures by the State-owned assets. 41st article this way as of the date of promulgation.