Administration of registration of company's debt-for-equity method

    (Released November 23, 2011, the State administration for industry and commerce, the 57th since as of January 1, 2012) the first to standardize the administration of registration of company's debt-for-equity, in accordance with the company law and the administration of Company Registration Ordinance and other laws, administrative laws and regulations, these measures are formulated.

    A second debt-for-equity in these measures refers to the creditors to set up in China to enjoy the limited liability company or Corporation (hereinafter referred to as company) claims to equity in the company, increase the registered capital of the company.

Registration and administration of the third debt-for-equity, belonging to one of the following circumstances, these measures shall apply:

(A) the company operating in the creditors contracts with companies debt converted to equity in the company, has performed its contractual obligations for claims of creditors, and not in violation of laws, administrative regulations, decisions of the State Council, or the prohibitive provisions of the Constitution of the company;

(B) converted into equity recognized in the people's Court of Justice;

    (Iii) the company during bankruptcy reorganization or reconciliation, in by the people's Court approved the reorganization plan agreement or confirmation of the converted into company stock.

    Fourth claim to convert to equity has two or more creditors, creditors ' claims should have been split.

    The fifth law, administrative regulations or the State Council decided to set debt-for-equity shall be subject to ratification, it shall be approved.

    The sixth debt-for-equity pricing, investment amounts and other non-monetary property pricing, investment amounts and shall not be higher than the registered capital of 70%.

Article seventh claims to convert to equity, assets Evaluation Agency, as established by law.

    Debt-for-equity pricing, investment amount may not be higher than the assessed value of the claims.

Eighth debt-for-equity should be verified by a legally established institution and the capital verification certificate issued by.

Capital verification certificate shall include the following information:

(A) basic conditions of claims, including the claim of time and reason, party name or name, contract, claim fulfilment of the corresponding obligations;

(B) the assessment of claims, including an assessment of agency names, assessment reports, and the valuation date, the appraisal value;

(C) the implementation of debt-for-equity, including signed debt-for-equity agreement, corresponding to the obligee released the company debt, related accounting treatment;

    (D) debt-for-equity according to law shall be reported to the approval, the approval of the. The Nineth of debt into equity, the company shall apply to the company registration authority for the registration capital and paid-up capital registration.

    Relates to other change of registered particulars in the company, the company shall also apply for alteration registration.

Article tenth of the company apply for registration of change, except in accordance with the registration regulations and the State administration for industry and commerce concerning enterprise registration provisions of that submission, but shall also submit the following materials:

(A) is article III of this approach (a) provided, presented to creditors and debt-for-equity commitment letter signed by company, both sides claim to convert to equity should be consistent with the provisions of commitment;

(B) Article III of this approach (b) provided, submitted to the judgment of the Court;

(C) belong to the third article in this way (c) provisions, submitted by the people's Court approved the settlement agreement or confirmation of a reorganization plan.

    Submitted by shareholders of the company (the) resolution should recognize the bond pricing, investment amounts and in accordance with the company law and the articles of Association of the company.

    11th company registration authority shall correspond to debt-for-equity funded capital contribution method registration for "debt-for-equity contribution".

    12th debt-for-equity registration company registration authority and its staff violate the provisions of laws and regulations, to managers directly responsible and other persons in accordance with the relevant provisions of accountability.

    13th creditors, companies as well as assessing, capital verification body under the companies Act, governing the registration of Companies Ordinance and these rules, the company registration authority in accordance with the company law, company registration regulations and other relevant provisions.

    14th debt-for-equity company registrations, company registration authority shall be made public.

15th administrative penalties for the following offences are the result, the company registration office should be open to the public:

(A) registration of creditors, the company's debt-for-equity violation;

(B) assessing, verifying, registered with the Agency as a result of debt-for-equity violation.

    Assessing subject to administrative punishment in the preceding paragraph, list of verification bodies, the company registration authority to be publicized.

    16th against the debt-for-equity violation of creditors, companies and agencies undertake capital verification, assessment, administrative organ for industry and commerce shall be recorded in a timely manner, the implementation of enterprise credit classification supervision.

    17th stipulated herein, provisions of laws, administrative regulations or the State Council decided, from its provisions. 18th change registration non-legal person of the company for the company, involving debt into equity, in accordance with the measures implemented.

    Relating to management of State-owned assets, in accordance with the relevant regulations. 19th article this way come into effect on January 1, 2012.