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State-Owned Assets Supervision And Administration Of Trade

Original Language Title: 企业国有资产交易监督管理办法

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General Provisions Article to regulate the trading behavior of state-owned assets, strengthen supervision and management of state-owned assets transaction, to prevent loss of state assets, according to "People's Republic of China State-owned Assets Law", "People's Republic of China Company law "," State-owned assets supervision and administration Interim regulations "and other relevant laws and regulations, development of this approach.

The second state-owned assets transactions should comply with national laws, regulations and policies, and in favor of state-owned economic structure adjustment and optimization, give full play to the role of market allocation of resources, follow the principle of open and fair compensation for equal value, and in equity trading institutions established by law in public, from the provisions of national laws and regulations provide otherwise.

Third term of the state-owned assets transactions include:

(a) perform the function of the agency, state-owned and state holding enterprises, state-owned enterprises to transfer its actual control of the enterprise various forms of equity investment formed acts (hereinafter referred to as enterprise property rights transfer);

(b) the state-owned and state holding enterprises, state-owned enterprises to increase the actual control of the behavior of capital (hereinafter referred to as corporate capital), government to increase or capital investment except for state-funded enterprises;

(iii) state-owned and state holding enterprises, state-owned enterprises in actual control of major asset transfer behavior (hereinafter referred to as enterprise asset transfer).

Fourth term of the state-owned and state holding enterprises, state-owned enterprises, including the actual control:

(a) government departments, agencies, institutions funded by state-owned enterprises (companies) as well as the above-mentioned units, the total shareholding companies directly or indirectly owned 100% wholly-owned; units listed

(ii) of paragraph (a) shall, individually or jointly funded enterprises, have total production ( proportion of shares) the right to more than 50%, and one of which is the largest shareholder of the enterprise;

(iii) of paragraph (a), companies listed in (ii), of foreign investment, has a stake of more than 50% sub-enterprises at all levels;

(iv) government departments, agencies, institutions, state-owned and state holding enterprises single direct or indirect stake does not exceed 50%, but the largest shareholder, and by the shareholders' agreement , the Articles of Association, the Board of Directors resolution or other agreed arrangements can actually control their enterprises.

Article state-owned assets should be clear ownership of the subject transaction, with laws and regulations prohibit or restrict transactions do not exist. Have set a security interest in state-owned assets transaction shall comply with the relevant laws and regulations, "People's Republic of China Property Law", "People's Republic of China Guarantee Law." Relating to government public administration matters shall be reported to government departments according to the law review.

Article State-owned assets supervision and administration agency (hereinafter referred to as owned Assets Supervision) is responsible for the supervision of state-owned assets supervision and management of trading enterprises; state-funded enterprises responsible for managing state-owned assets of its sub-enterprises at all levels of transactions regularly to the same owned assets Supervision and enterprise-level reporting of the state-owned assets transactions.

Chapter II Enterprise Property Rights Transfer

Article owned Assets Supervision and State-funded enterprises responsible for auditing the transfer of property rights matters. Which, due to the transfer of property resulting in the state no longer has a controlling stake in the invested enterprises shall be owned Assets Supervision and reported to the government for approval.

Article VIII of the State-funded enterprises shall establish its subsidiary enterprises transfer of property management system, management authority to determine approval. Among them, the main industry in key areas related to national security and national economic lifelines of the important industries, is mainly responsible for the transfer of property companies major projects sub tasks, shall be approved by the State owned Assets Supervision invested enterprises at the same level.

Transferor for a number of state-owned shareholders of common shares of enterprises, from which the largest stake of state-owned shareholders responsible for carrying out the relevant approval procedures; countries have the same proportion of shareholders determined after consultation among the relevant shareholders a shareholder responsible for fulfilling the relevant approval procedures.

IX transfer of property by the transferor shall make decisions in accordance with the articles of association and internal management system, the formation of a written resolution. State-controlled and state-owned Chinese companies have actual control of the shareholders appointed shareholder representatives should express their views in accordance with the provisions and instructions delegate units, to exercise the right to vote, and the performance of duties and promptly report the results delegate units.

Article X transferor shall, in accordance with the business development strategy to do a feasibility study and demonstration program of transfer of property rights. Placement of workers involved in the transfer of property issues, resettlement programs shall be subject to the General Assembly on behalf of workers or workers' meeting; relates to the disposal of credit and debt issues, shall comply with relevant state laws and regulations.

Article XI property rights transfer matters is approved by the accounting firm commissioned by the transferor to the transferee corporation audit. Involving the transfer of equity participation should not be alone to conduct a special audit, the transferor shall obtain the transferee corporation latest annual audit report.

Article 12 The transfer of property matters in accordance with relevant laws and regulations must be carried out to assess the assets of the transferor should be commissioned to assess the agency with the appropriate qualifications to carry out the transfer of the underlying asset valuation, property rights transfer price should be approved or assessment determined on the basis of the record.


Article XIII on the transfer of property carried out by the principle of open property market. Transferor can according to their actual situation and the work schedule, take pre-disclosure of information and formal disclosure combination, disclose the transfer of property by property rights exchange information website in stages, public solicitation transferee. Official disclosure of information which no less than 20 working days.

Due to the transfer of property resulting in actual control of the transferee corporation's transfer occurred, the transferor shall, within 10 working days after the transfer of behavior is approved, pre-disclosure of information carried by the equity transaction institution, no less than 20 working days.

Article XIV of the transfer of property in principle to set qualifications for the transferee, and where provided, shall have a clear point or violates the principle of fair competition, the qualifications established by the relevant content shall, before the disclosure of information owned Assets Supervision and the same level for the record, owned Assets Supervision in 5 working days No comments deemed to have agreed.

Article XV transferor to disclose information includes but is not limited to the following: Basic

(a) the transfer of the subject of the case; shareholder structure

(ii) transfer target enterprise ; decision-making and grants

(c) transfer of property act;

(d) of the transferee corporation recently a recent issue of the annual audit reports and financial statements of the main financial indicators data, including but not limited to total assets, total liabilities, equity, revenue and net profit (transfer of equity participation and disclosure in the most recent audited annual report the corresponding data);

(v) the transferee qualification condition (suitable for the special requirements of the transferee circumstances);

(f) terms of trade, the transfer of the reserve price;

(vii) corporate management is involved in the transferee, LLC whether the original shareholders to give up right of first refusal;

(VIII) auction, the relevant selection criteria transferee; matter

(nine) requires disclosure.

Pre-disclosure of information which shall include, but not limited to the contents of the above paragraph (a), (b), (c), (d), (e).

Article XVI transferor shall provide disclosure to the material content of the paper documents as requested in the property rights trading, and the disclosure and truthfulness, completeness or accuracy of the material supplied. Normative equity transaction institution shall be responsible for information disclosure. Article XVII upset

transfer of property rights transfer project was the first official disclosure, not less than approved by or filed with the transfer target assessment.

Article XVIII not collect information disclosure to the expiration of the intention of the transferee, can delay or reduce the transfer of the reserve price, re-disclosure of information to change the conditions after the transferee. Re-disclosure

lowered the reserve price or transfer the transferee conditions change after information disclosure for not less than 20 working days. When the new transfer is lower than the reserve price of 90% of the results of the assessment shall be subject to the approval of the transfer behavior of the written consent of the unit.

Article XIX transfer projects from the date of the first official disclosure of more than 12 months are not eligible to collect the transferee shall re-perform the audit, asset evaluation and information disclosure of property rights transfer procedures.

Article 20 during the formal disclosure of information, transfer of property rights transfer shall not change the content of the announcement published by the non-transfer due to reasons of force majeure or other factors may affect the transfer of the underlying value judgments, the transferor additional disclosure should be timely adjustment of information content and information disclosure is extended time.

Article XXI equity transaction institution responsible for the registration of the intention of the transferee, the transferee of the intention of the transferee meets the criteria and feedback comments transferor. Property right trading institutions and the transferor disagreement by transfer behavior Approved decide whether the intention of the transferee transferee conditions.

Article 22 The transfer of ownership of information disclosure expires, generate qualified intention of the transferee, in accordance with the disclosure of the auction organization auction. Bid through auction, bidding, network bidding and other competitive bidding, and shall not violate the provisions of national laws and regulations. After

Article 23 determines the transferee, the transferor and the transferee shall sign a property transaction contract, parties to the transaction of business shall not be grounds during the transaction gains and losses and other trading conditions have been reached and the transaction price adjustment.

Article 24 leads to the transfer of property owned indirect transfer of shares held by shareholders of listed companies, listed companies should also comply with the state-owned equity management and securities regulatory regulations. Article 25

business transactions involving the transfer of property subject qualification, antitrust review, examination and approval of the government concession, the state-owned land use rights, prospecting and mining rights, etc., in accordance with the implementation of the relevant provisions.

Article 26 The transferee is a foreign investor, it shall comply with the Foreign Investment Industrial Guidance Catalogue and negative inventory management requirements, as well as foreign investment in the safety review of the relevant provisions.

Article 27 shall be denominated in RMB trading price through equity transaction institution currency for settlement. Due to special circumstances can not be settled by the property rights exchange, the transferor shall provide to conduct transactions of property rights transfer approval unit of written comments and the transferee proof of payment. The effective date of the contract within five working days on

transaction price principle Article 28 shall at once.


Larger amount, lump sum is indeed difficult, can be taken in installments. Installments, the first payment shall not be less than 30% of the total price, and the effective date of the contract within 5 working days of payment; the remaining funds shall provide effective legal guarantees recognized by the transferor, according to bank loans over the same period pay interest rates, payment terms deferred payment period will not exceed one year.

After the entry into force of Article 29 contract transactions of property rights, property rights institutions should be trading results by trading agency website will be announced, including the subject of the transaction announcement name, the subject of the transfer of assessment results, the transfer of the reserve price, the transaction price, announcement period of not less than five working days.

Article 30 property transaction contract entered into force, and the transferee of payment transactions in accordance with the contract price, the equity transaction institution shall be issued in time for the parties to the transaction voucher transactions. Property transfer

31 of the following situations may take a non-disclosure agreement transfer mode:

(a) relates to important industries and key areas of the main industry in relation to national security, national economy corporate reorganization and integration of the transferee have special requirements, companies need property between state-owned and state holding enterprises transfer, owned Assets Supervision and approval can take a non-disclosure agreement transfer mode;

(b) the same state-funded enterprises and their levels of actual control between the holding company or by the implementation of internal corporate reorganization and integration of the transfer of property rights by the state-funded enterprises consider the decision, you can take a non-disclosure agreement of transfer.

Article 32 to take non-public enterprise property rights transfer contract transfer, the transfer price of not less than approved by or filed with the assessment results. After

following scenario according to "People's Republic of China Company Law", the articles of association to fulfill enterprise decision-making process, the transfer price can be determined net asset value of the asset appraisal report or the latest issue of the basis of the audit report confirm, and by no less than the net asset value assessment or audit:

(a) of the same state-funded enterprises to implement internal reorganization and integration of the transferor and transferee invested enterprises and their direct or indirect wholly-owned subsidiary enterprises for the country; | ||
(b) the same state-owned or state-controlled enterprises to implement effective control of internal reorganization and integration of the transferor and transferee for the state-controlled enterprises or state-controlled enterprises and their actual direct and indirect wholly-owned subsidiary enterprises. Article 33 When

owned Assets Supervision and approval of state-funded enterprises consider the decision taken by way of non-disclosure agreement transferring ownership of enterprises, should be reviewed the following documents:

(a) transfer of property rights relevant resolutions of the document;

(b) property transfer programs;

(c) adopt a non-disclosure agreement and transfer of ownership of the transferee case of necessity;

(four ) transfer target enterprise audit reports, asset appraisal report and approval or filing documents. Which belongs to the Article 32 (a), (ii), the situation can only provide enterprise audit reports;

(v) Equity Transfer Agreement;

(vi) the transferor, State transferee and transfer target enterprise invested enterprises property rights registration form (certificate); legal opinions

(vii) the transfer of property act;

(h) other necessary documents.



Enterprises to increase Chapter III Article 34 of Supervision agency responsible for auditing the behavior of the State capital invested enterprises. Which, due to the capital increase resulting in the state no longer has a controlling stake in the invested enterprises shall be owned Assets Supervision and reported to the government for approval.

Article 35 The state-funded company decided to increase the behavior of its subsidiary companies. Among them, the main industry in key areas related to national security and national economic lifelines of the important industries, the increase is mainly responsible for the behavior of the major tasks of the sub-projects of enterprises, state-funded enterprises shall be at the same level owned Assets Supervision and approval.

Increase business for a number of state-owned shareholders common shares of enterprises, from which the largest stake of state-owned shareholders responsible for carrying out the relevant approval procedures; countries have the same proportion of shareholders determined after consultation among the relevant shareholders a shareholder responsible for fulfilling the relevant approval procedures.

Article 36 shall conform to state-funded enterprises to increase business development strategy, to do a feasibility study to develop replenishment program, specifically the amount of funds raised, purpose, investors should have the conditions, selection criteria and selection methods. After the capital increase the number of shareholders, subject to the provisions of relevant state laws and regulations.

Article 37 enterprises to increase capital by the enterprises should make decisions in accordance with the articles of association and internal management systems, a written resolution. State-controlled, state-owned Chinese companies have actual control of the shareholders appointed shareholder representatives should express their views in accordance with the provisions and instructions delegate units, to exercise the right to vote, and the performance of duties and promptly report the results delegate units.

Article 38 enterprises to increase after the completion of the ratification process decision-making, it should be commissioned by the agency to increase business with the appropriate qualifications to carry out the audit and asset evaluation. After

following scenario according to "People's Republic of China Company Law", the articles of association to fulfill enterprise decision-making process can be determined on the basis of the assessment report or the latest issue of the audit report of corporate capital and equity ratio:

(a) increase the proportion of enterprises with the original shareholders of the capital increase;

(ii) perform the function of the institutions of state-invested enterprises to increase;


(Iii) state-controlled or state-owned enterprise actual control of its wholly-owned enterprises to increase child;

(iv) capital companies and investors are state-owned or state of the wholly-owned.

Article 39 enterprises to increase their information disclosed equity transaction institution websites open call for investors, no less than 40 working days. Information disclosure include, but are not limited to: the basic situation

(a) enterprises;

(b) of the current business ownership structure;

(c) enterprises to increase their behavior corporate ownership structure

(e) the amount and enterprises to raise funds after the capital increase;; decision-making and grants;

(iv) the last three years the enterprise audit report key financial indicators || |
(vi) use of proceeds;

(vii) qualifications of the investor and the investment amount and shareholding requirements;

(viii) the investor selection mode ; matter

(j) requires disclosure;

(ix) conditions to increase termination.

Article 40 listed companies involved in enterprises to increase the actual control is changed, it should also comply with the state-owned equity management of listed companies and securities regulatory regulations.

Article 41 equity transaction institution entrusted capital of enterprises to provide project promotion services, responsible for the registration of investor intentions to assist enterprises to develop investor qualification.

Article 42 by the number of qualification of parties interested in investing more, you can use the auction, competitive negotiation, comprehensive evaluation, etc. for multiple rounds of selection. Property right trading institutions responsible for the unified receiver tender offer documents and the intention of the investor to help enterprises carry out work related to the selection of investors. Board of directors or shareholders to asset valuation based on the results, combined with factors such as the condition and offer investors the intention to consider the selected investor.

Article 43 investors invested in non-monetary assets, the capital increase shall be subject to corporate boards or shareholders agreed to consider and evaluate the agency entrusted with the appropriate qualifications to evaluate, confirm funding amount of the investor.

Article 44 Capital Increase Agreement signed and entered into force, the equity transaction institution shall issue a certificate transactions, transactions agency sites will be announced results announcement includes the name of the investor, investment, and other stake announcement period of not less than five working days. Article 45 of the following circumstances

owned Assets Supervision approved the same level, you can take a non-disclosure agreement replenishment:

(a) due to the structural readjustment of state-owned capital needed by a particular State-owned and state holding enterprises or state-owned enterprises to participate in the actual control of the capital increase;

(ii) due to state-funded enterprises with a particular investment to enter into a strategic partnership or community of interests required the participation of the investor country or sub-invested enterprises enterprises to increase. Article 46 of the following circumstances

invested enterprises by the State consider the decision, you can take a non-disclosure agreement fashion capital:

(a) State-funded enterprises, directly or specify its holding, the actual control other sub-enterprises participate in the capital;

(ii) corporate debt converted to equity;

(c) of the original shareholders of the enterprise capital. Article 47 When

owned Assets Supervision and approval of state-funded enterprises consider the decision taken by the non-public enterprises to increase acts of agreement, should review the following documents: relevant resolutions

(a) capital increase file;

(ii) replenishment program;

(c) adopt a non-disclosure agreement and the need to increase investment in the Chinese party;

(iv) increase corporate audit report , asset appraisal report and approval or filing documents. Which belongs to the Article 38 (a), (b), (c), (d) paragraph circumstances, can only provide a companies audit report;

(v) Capital Contribution Agreement;
|| | Country (vi) capital companies invested enterprises property rights registration form (certificate); legal opinions

(vii) capital increase behavior;

(h) other necessary documents. Transfer of foreign assets


Chapter IV enterprise asset transfer Article 48 businesses over a certain amount of production equipment, real estate, construction in progress and land use rights, creditor's rights, intellectual property rights, etc., should be in accordance with enterprise internal management system after completing the appropriate decision-making process in the property right trading institutions in public. Asset transfers involving state-funded enterprise or industry-specific, and where state-owned and state-controlled, state-owned non-public transfer between the actual control of the enterprise, from the transferor to the State progressively invested enterprises approval.

Article 49 The state invested enterprises responsible for developing internal management system of the enterprise different types of asset transfer behavior clearly responsible departments, management authority, decision-making procedures, workflow, which should be open to transfer the property right trading institutions asset classes, the amount of standards and other specific provisions, and report to the same level owned assets Supervision record.

Article 50 The transferor shall be reasonably determined in accordance with the transfer of the reserve price and the transfer of the underlying circumstances of the transfer of information bulletins:

(a) the transfer of the reserve price above 100 million yuan, less than 10 million yuan asset transfer project, the information bulletin of not less than 10 working days;

(b) the transfer of the reserve price higher than $ 10 million asset transfer project, the information bulletin of not less than 20 working days.

Enterprise asset transfer specific workflow in the light of this approach on the transfer of enterprise property rights provisions.


In addition to Article 51, transfer of assets or the relevant provisions of state laws and regulations shall not otherwise require the transferee to set eligibility criteria.

Lump sum on the transfer price of assets Article 52 principle.



Chapter V Supervision and Administration Article 53 owned Assets Supervision and perform the function of other institutions shall perform the following duties for state-owned assets supervision of transactions:

( a) in accordance with national laws and regulations, the development of state-owned assets supervision of trading systems and methods;

(b) in accordance with the provisions, approval of enterprise property rights transfer, capital increase and other matters;

(three ) choose to engage in state-owned assets property right trading institutions trading business, and the establishment of institutions to check transactions review mechanism;

(D) of the state-owned assets trading system to implement the supervision and inspection;
| || (e) responsible for the collection of state-owned assets, transaction information, summarizing, analyzing and reporting work;

(vi) perform such other regulatory duties entrusted to the people's government.

Article 54 owned Assets Supervision and provincial agencies should carry out a nationwide selection of state-owned assets, trading business transactions of property rights institutions, and announced the list. Property right trading institutions selected should meet the following criteria:

(a) strictly abide by state laws and regulations, the government is not engaged in prohibited conduct business major illegal acts occurred;

(b) transaction management system, business rules, and other charges to the public, trading rules in line with the provisions of the state-owned assets trading system;

(iii) trading activities of the organization have premises, facilities, information dissemination channels and professionals, with the implementation of Internet auction conditions;

(iv) has a strong influence on the market, the level of service and the ability to be able to meet the needs of state-owned assets transactions;

(v) information technology and management level owned Assets supervision and meet dynamic business transaction monitoring requirements;

(f) the transaction of business owned Assets supervision and accept supervision and inspection bodies.

Case of Article 55 shall carry out state-owned assets supervision and administration agency trading business assets of equity transaction institution for dynamic supervision. Trading organizations, the following occurs, depending on the seriousness of its reminder, a warning, suspend or even stop the commission engaged in related businesses: poor

(a) service capacity and service level, the market is not fully functional play ;

(ii) found many problems, and not timely rectification or rectification effect is not obvious in the daily supervision and periodic review of the inspection;

(iii) due to illegal operations, as a result of gross negligence state-owned assets losses occurred during the transaction;

(iv) violation of the relevant provisions of the relevant government departments administrative punishment affecting business development;

(e) rejected owned assets Supervision and institutions its related business conduct supervision and inspection;

(vi) other circumstances can not meet owned Assets supervision and regulatory requirements.

Article 56 owned Assets Supervision and found transferor or increase business is not done or violation of relevant provisions, against the interests of state-owned, should be instructed to stop trading activities.

Article 57 owned Assets Supervision and other agencies should regularly perform the function of the state-funded holding company and its actual control of enterprises and state-owned assets, transactions and check sampling, focus on examination of national laws and regulations the implementation of the policy and the internal management system. When



Chapter VI Legal Liability Article 58 state-owned assets transaction process the transaction the two sides dispute, the parties may apply for mediation to the equity transaction institution; when mediation fails can follow agreed to an arbitration institution for arbitration or bring a lawsuit to the people's court.

Article 59 state-owned assets transaction shall strictly implement the "triple a big" decision-making mechanism. Owned Assets Supervision and institutions, state-owned and state holding enterprises, state-owned enterprises in actual control of the person concerned in violation of the provisions ultra vires decision, approved by the relevant transactions, or dereliction of duty, abuse of power resulting in state-owned rights have been infringed by the relevant units to the relevant personnel and in accordance with the cadre management authority responsible to appropriate sanctions; resulting in loss of state assets, the person responsible shall be liable; constitute a crime shall be held criminally responsible.

Article 60 social intermediary organizations in providing audit state-owned assets transaction, the presence of illegal practice of asset valuation and legal services, about state-owned enterprises should promptly report the same level owned Assets Supervision and institutions owned Assets Supervision may requires state-owned and state holding enterprises, state-owned enterprises shall not authorize the actual control of its conduct related business; the circumstances are serious, the situation will be owned Assets Supervision and inform its competent authority, it is recommended to give the appropriate punishment.

Article 61 equity transaction institution fraud or negligence in the state-owned asset deal, causing losses to the enterprise, shall be liable for, and shall be held directly responsible personnel.



Chapter VII Supplementary Provisions Article 62 The government departments, agencies, state-owned assets held by trading institution, in accordance with the existing regulatory system, mutatis mutandis, the present approach to the management.

Article 63 of the financial, cultural class state-funded enterprises and state-owned asset transactions of listed companies and other acts of state-owned equity transfer, the state provides otherwise, in accordance with its provisions.


Article 64 state-owned capital investment and operating company for all levels of supervision and management of the sub-asset trading companies, and accordingly as otherwise authorized by the People's Government or owned Assets Supervision and institutions at all levels.

Article 65 foreign-owned and state holding enterprises, state-owned enterprises to invest in the actual control of the assets of a domestic enterprise transactions, mutatis mutandis, the provisions implemented. Various types of equity funds

Article 66 The government set up investment companies formed production (stock) external transfer, in accordance with relevant laws and regulations.

Article 67 of this approach since the date of promulgation, the existing state-owned assets supervision of transactions related to the provisions of this inconsistent approach, these Measures shall prevail.