Released Of The Interim Measures For The Management Of The Transfer Of State-Owned Property Right Of Enterprises

Original Language Title: 《企业国有产权转让管理暂行办法》发布

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  Chapter I General provisions article specification for transferring ownership of State-owned enterprises, strengthen supervision and management of State-owned property right transactions, promoting the enterprise State-owned assets reasonably flows, the strategic adjustment of State-owned economy distribution and structure, preventing the loss of State-owned assets in enterprises, in accordance with the interim regulations on State-owned assets supervision and administration and the relevant provisions of laws and administrative regulations of the State, these measures are formulated.
Second, holding State-owned assets supervision and administration of State-owned capital enterprises (hereinafter transferor) will be held by State-owned property rights transfer to domestic and foreign legal persons, natural persons or other organizations (hereinafter referred to as the transferee) activities for these measures.
Transfer of property right of State-owned financial enterprises and the transfer of State-owned shares of listed companies, in accordance with the relevant provisions of the State.
State-owned property right mentioned in these measures refers to formation of State enterprises in various forms into equity investments, State-owned and State-holding enterprises the rights and benefits should be formed by, and all other legally recognized as national interests.
Article III transfer of State-owned property rights should abide by the State laws, administrative rules and regulations and policies and strategic adjustment of State-owned economy distribution and structure, promote optimized allocation of State-owned capital, adhere to the principles of openness, fairness and justice, protection of the national and legitimate rights and interests of the other parties. Fourth Enterprise property right transfer of State-owned property right trading institutions should be established by law in public and not be limited by region, industry and capital contribution or affiliation.
Otherwise provided for by laws and administrative regulations of the State, from its provisions.
Fifth transfer of State-owned property rights through auction, tender, transfer of agreements and other means prescribed by national laws and administrative regulations. Sixth transfer of ownership of State-owned property rights should be clear. Ownership is not clear or the ownership of State-owned property rights may not be transferred.
Is set to the security interests of State-owned property right transfer, should be consistent with the People's Republic of China relevant provisions of the law.
Seventh State-owned assets supervision and administration bodies are responsible for supervision and management of State-owned property right transfer.
Second chapter Enterprise State-owned property transfer of supervision management eighth article State-owned assets supervision management institutions on Enterprise State-owned property transfer perform following regulatory duties: (a) according to national about legal, and administrative regulations of provides, developed enterprise State-owned property trading regulatory system and approach; (ii) decided or approved by funded enterprise State-owned property transfer matters, research, and considered major property transfer matters and reported this level Government approved; (three) select determine engaged in Enterprise State-owned property trading activities of property trading institutions;
(Iv) is responsible for the supervision and inspection of State-owned property right transactions; (v) is responsible for the transfer of State-owned property right information collection, compilation, analysis and reporting work; (f) to fulfil their other regulatory responsibilities under this level of Government.
Funded enterprises mentioned in these measures refers to the State Council, people's Governments of provinces, autonomous regions and municipalities, districts, autonomous prefecture-level people's Government authorizes the State-owned assets supervision and administration bodies to carry out the responsibilities of investor business.
Nineth article by funded enterprise on Enterprise State-owned property transfer perform following duties: (a) according to national about provides, developed belongs enterprise of State-owned property transfer management approach, and reported State-owned assets supervision management institutions record; (ii) research enterprise State-owned property transfer behavior whether conducive to improve enterprise of core competitiveness, promote enterprise of continued development, maintenance social of stable; (three) research, and considered important child enterprise of major State-owned property transfer matters, decided other child enterprise of State-owned property transfer matters;
(D) report to the State-owned assets supervision and administration of State-owned property right transfers. Tenth Article Enterprise State-owned property transfer can by following basic conditions select property trading institutions: (a) comply with national about legal, and administrative regulations, and regulations and Enterprise State-owned property trading of policy provides; (ii) perform property trading institutions of duties, strictly review enterprise State-owned property trading subject of qualification and conditions; (three) according to national about provides public disclosure property trading information, and can regularly to state-owned assets supervision management institutions report Enterprise State-owned property trading situation; (four) has corresponding of trading places, and
Information release channels and professionals, to meet the needs of State-owned property right trading activities; (v) property exchange practices, 3 consecutive years of property right of State-owned enterprises are not split-continuous trading records and other illegal or irregular.
Chapter III transfer of State-owned property rights program 11th transfer of State-owned property rights should do a feasibility study, in accordance with its internal decision-making procedures were reviewed and a written resolution. The property right transfer of State-owned enterprises, should be considered by the General Manager Office. Property right transfer of State-owned companies, should be considered by the Board of Directors without setting up the Board, considered by the General Manager Office.
Related to workers ' rights and interests, should hear the views of transfer of enterprise workers ' Congress, placement of workers should be adopted by the workers ' Congress to discuss such matters. 12th article in accordance with the approval procedure as provided herein, after approval or decision, the State-owned property rights transfer matters, the transferor shall organize and transfer of enterprises in accordance with the relevant provisions of General Checkup on enterprise assets, based on the verification results producing balance sheets and asset transfer of inventory, and to entrust the accountant firms implement comprehensive audit (including in accordance with the relevant provisions on the transfer of the legal representative of the enterprise auditing).
Determination and verification of assets, should be in accordance with the relevant provisions of the State.
Funded by the transfer of State-owned property rights lead to the assigning party no longer has a stake in, the assets of State-owned assets supervision and administration organizations at the same level, and entrusted the social intermediary organizations related business. Social intermediary organizations should be legally independent and impartial implementation of the business.
Businesses and individuals may interfere in the normal practice of social intermediary organizations. 13th in asset and capital verification and audit on the basis of the transferor shall entrust asset evaluation agencies with relevant qualification asset assessments in accordance with the relevant provisions of the State.
After approval or for the record, the evaluation report, as reference for determining State-owned property right of enterprises transfer price.
In the course of property transaction, when trading below when evaluating the results of 90%, should be suspended, the approval of the related property rights transfer agencies agreed to before they can continue. 14th transferor of property right transferring announcement of trust property right trading institutions should be published in the provincial public offering of more than economic or financial press and property transactions on the Agency's Web site, public disclosure of information about the transfer of State-owned property rights widely collect the transferee. Property right transferring announcement for a period of 20 working days.
Transfer party disclosure of enterprise State-owned property transfer information should including following content: (a) transfer subject matter of basic situation; (ii) transfer standard of enterprise of property constitute situation; (three) property transfer behavior of internal decision and the approved situation; (four) transfer standard of enterprise recently by audit of main financial index data; (five) transfer standard of enterprise assets assessment approved or record situation; (six) by let party should has of basic conditions; (seven) other needed disclosure of matters. 15th article in the collection when the transferee, the qualification of the transferor to the transferee, business reputation, business, financial status, management skills, assets and other necessary conditions.
The transferee shall contain the following conditions: (a) have a good financial situation and ability to pay, (ii) has a good commercial credit; (c) the transferee is a natural person shall have full civil capacity; (d) the other conditions stipulated by laws and administrative regulations of the State.
16th transferee for foreign and Chinese Hong Kong S.A.R., and Macau S.A.R., and Taiwan areas of natural or legal persons, other organizations, the State-owned property rights shall be consistent with the guiding foreign investment direction promulgated regulations and other related regulations. 17th open two more when the transferee, the transferor shall consult with the property right trading institutions, based on the transfer of the subject matter of the case through an auction or bidding organization enforce property rights trading.
Auction-style transfer of State-owned property right of enterprises shall be in accordance with the People's Republic of China auction law and organize the implementation of the relevant provisions.
Bidding the transfer of State-owned property rights, should be implemented in accordance with the relevant provisions of the State organization.
State-owned property right after the transfer is completed, the transferor and transferee shall sign a contract of property rights transfer and shall obtain property rights transaction vouchers issued by the property right trading institutions.
18th open only a transferee or approved by the State-owned assets supervision and administration in accordance with the relevant provisions, you can take the form of agreement.
Agreement in the manner of the transferor shall consult fully with the transferee, legally and properly handle related matters involved in the transfers, initial property rights transfer contract and considered in accordance with the procedures laid down in article 11th.
19th article Enterprise State-owned property transfer contract should including following main content: (a) transfer and by let both of name and residence; (ii) transfer standard of enterprise State-owned property of basic situation; (three) transfer standard of enterprise involved of workers placed programme; (four) transfer standard of enterprise involved of claims, and debt processing programme; (five) transfer way, and transfer price, and price paid time and way and the payment conditions; (six) property delivery matters; (seven) transfer involved of about tax burden;
(H) contract dispute resolution, (I) liability for breach of the contract parties; (j) modification and rescission of contract conditions (11) transfer and other provisions were deemed necessary by both sides.
Transfer of State-owned property rights lead to the assigning party no longer has a majority, signed a contract of assignment of property rights, the assigning party shall consult with the transferee proposed corporate restructuring program, included under the same conditions on the transfer of employees priority placement program.
20th the full purchase price of the property right transfer of State-owned enterprises, the transferee shall, in accordance with property rights transfer contract payments. In principle, the transfer price should be in a lump sum. If larger amounts, there is difficulty in one lump sum, you can take the form of payments.
Take payments, 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 contract; the rest should provide legal security, and should be on the loan interest rate paid to the transferor interest on deferred payment period, payment period shall not exceed 1 year.
21st involving State-owned allocated land-use right transfer of State-owned property right transfer and funded by the State to form the transfer of mineral exploration right or mining right shall go through relevant procedures separately in accordance with the relevant provisions of the State.
22nd article transfer of State-owned property rights lead to the assigning party no longer has a stake in, shall, in accordance with relevant policies and provisions dealing with workplace relations and resolving transfer owed workers wages, unpaid social insurance and other related costs, and the continuation of social insurance relations for enterprise employees.
23rd the transfer of property right of State-owned enterprises made net income, in accordance with the relevant provisions of the State.
24th State-owned property right after the transfer is completed, 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 property right registration in time. The fourth chapter 25th ratification procedures for the transfer of State-owned property right of State-owned assets supervision and administration decided to transfer of property right of State-owned enterprises financed by.
Among them, the transfer of property right of State-owned enterprises that the State no longer has a stake in, and should be reported to people's Governments for approval. Article 26th by transferring ownership of the enterprises funded by the decisions of its subsidiary. Among them, important matters of major State-owned enterprise property rights transfer, shall be reported after signing the financial sector at the State-owned assets supervision and administration for approval.
Which relates to government public management approval, prior approval by the relevant government authority. 27th the transfer of State-owned property rights involving State-owned shares of listed companies or actual transfer of control shall comply with provisions of national laws, administrative regulations and the relevant regulatory authorities.
For non-listed company ownership transfer of State-owned management, otherwise provided by the State from its provisions.
28th article decided or approved Enterprise State-owned property transfer behavior, should review following written file: (a) transfer Enterprise State-owned property of about resolution file; (ii) Enterprise State-owned property transfer programme; (three) transfer party and transfer standard of enterprise State-owned assets property registration card; (four) lawyer firm issued of legal submissions; (five) by let party should has of basic conditions; (six) approved institutions requirements of other file.
29th article Enterprise State-owned property transfer programme General should contains Ming following content: (a) transfer standard of enterprise State-owned property of basic situation; (ii) Enterprise State-owned property transfer behavior of about argument situation; (three) transfer standard of enterprise involved of, and by enterprise location labor guarantees administrative sector audit of workers placed programme; (four) transfer standard of enterprise involved of claims, and debt including arrears workers debt of processing programme; (five) Enterprise State-owned property transfer returns disposal programme;
(F) State-owned property right transferring announcement of the main content.
Transfer of State-owned property rights lead to the assigning party no longer has a stake in, and should be accompanied by the written consent of the creditor financial institutions related debt agreements, resolution of workers ' Congress to consider resettlement workers, etc.
30th national key industries, have special requirements for the transferee in the field, Enterprise property right of State-owned enterprise in the rearrangement of assets be transferred to the holding company belonging to the State-owned property rights transfer, or above the provincial level after the State-owned assets supervision and administration, can take the negotiated transfer of State-owned property rights.
31st after approval or decision, the State-owned property rights transfer matters, such as transfer of property right transfer and for both sides to adjust or significant changes in State-owned property right transfer programme, shall, in accordance with the prescribed procedures for approval again.
Fifth chapter legal liability article 32nd in the enterprise in the process of transferring ownership, transfer, transfer of business and the assignee to any of the following acts, the State-owned assets supervision and administration institution or transfer of State-owned property right transfer of relevant approving authorities should be required to terminate the property rights transfer, if necessary, he shall initiate litigation to the people's Court, confirmed the transfer is invalid. (A) not by this approach about provides in property trading institutions in the for trading of; (ii) transfer party, and transfer standard of enterprise not perform corresponding of internal decision program, and approved program or beyond permission, and unauthorized transfer Enterprise State-owned property of; (three) transfer party, and transfer standard of enterprise deliberately hidden should into assessment range of assets, or to intermediary institutions provides false accounting information, led to audit, and assessment results distortion, and without audit, and assessment, caused State-owned assets loss of; (four) transfer party and by let party collusion,
Low price transfer State-owned property, caused State-owned assets loss of; (five) transfer party, and transfer standard of enterprise not by provides properly placed workers, and continued social security relationship, and processing arrears workers the debt and not fill paid owes paid of the social security fee, against workers lawful rights and interests of of; (six) transfer party not by provides implementation transfer standard of enterprise of claims debt, illegal transfer claims or escape debt settlement responsibility of; to enterprise State-owned property as guarantees of, transfer the State-owned property Shi, without guarantees right people agreed of.
(VII) the transferee to take fraud, concealment and other means to influence party choice and property rights transfer contract; (VIII) transfer of property right of the transferee in bidding, auctions, collusion with low prices, resulting in the loss of State assets.
On above behavior in the transfer party, and transfer standard of enterprise has directly responsibility of competent personnel and other directly responsibility personnel, by State-owned assets supervision management institutions or related enterprise according to personnel management permission give warning, plot serious of, give disciplinary, caused State-owned assets loss of, should negative compensation 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; constitute crime of, law transferred judicial organ held criminal.
Article 33rd social intermediaries in the transfer of State-owned property rights of audit, assessment and illegal practice in legal services, will be informed by the State-owned assets supervision and administration authorities proposed to give the corresponding penalty in serious cases may require the transfer of property right of State-owned enterprise shall not delegate its related business.
Article 34th in property right trading institutions in State-owned property right transaction fraud or negligence, damage the interests or the legitimate rights and interests of both sides, shall be investigated for criminal responsibility of persons directly responsible, will no longer select its State-owned assets supervision and administration of State-owned property right transaction related business.
Approval of the 35th enterprises property right transfer of State-owned institutions and associated personnel violating these rules, without authorization, approval or ratification of abusing power for personal gain, resulting in the loss of State assets, by the relevant authorities in accordance with the management of permissions, disciplinary action constitutes a crime, transferred to judicial organs for criminal responsibility shall be investigated according to law.
Sixth chapter supplementary articles article 36th foreign companies transferring ownership of administrative measures separately.
37th separation has not yet separated from the units and the transfer of State-owned property rights held by other units, approved by the competent departments, specifically against these measures.
38th article of the approach by the State-owned assets supervision and Administration Commission of the State Council is responsible for the interpretation involving relevant departments, interpreted by the relevant departments of the Commission. 39th these measures shall come into force on February 1, 2004.

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