What provisions does the state have for unlisted wholly state-owned companies to increase their capital and shares by issuing additional shares to management?

5. When transferring the state-owned property rights of an enterprise to the management, the relevant provisions of the Interim Measures shall be strictly implemented, and the following requirements shall be met: (1) The entity holding state-owned property rights shall entrust an intermediary agency to audit the transferred target enterprise in strict accordance with state regulations, and the legal representative of the target enterprise or the entity holding state-owned property rights of the target enterprise shall conduct an economic responsibility audit. (two) the formulation of state-owned property rights transfer scheme and related major issues such as asset verification, financial audit, asset evaluation, reserve price determination and agency entrustment. It shall be organized by the holders of state-owned property rights with management authority in accordance with the relevant provisions of the state, and the management shall not participate. (3) The management should bid on an equal footing with other intended transferees. The transfer of state-owned property rights by an enterprise to the management must be carried out publicly in the property rights trading institution selected by the state-owned assets supervision and administration institution, and the following matters shall be disclosed in detail when the information on the transfer of state-owned property rights is disclosed: the property rights of the target enterprise currently held by the management, the list of management personnel who intend to participate in the transfer of state-owned property rights, the proportion to be transferred, the purpose of transferring state-owned property rights and related follow-up plans, whether to change the main business of the target enterprise, whether to carry out major restructuring of the target enterprise, etc. The transfer conditions in the announcement of property rights transfer shall not contain exclusive clauses set for the management and other arrangements beneficial to the management. (four) the holding unit of state-owned property rights of an enterprise shall not deduct the employee resettlement fees and other related expenses from its net assets (except as otherwise provided by the state); It is not allowed to depress the transfer price of state-owned property rights in various names. (5) When the management accepts the state-owned property rights of an enterprise, it shall provide relevant proof of the source of the accepted funds, and shall not raise funds from the state-owned and state-holding enterprises, including the target enterprises, and shall not use the state-owned property rights or assets of these enterprises to provide guarantee, mortgage, pledge or discount for the management's financing.

Be prohibited by law

6. Under any of the following circumstances, the management shall not accept the state-owned property rights of the target enterprise: (1) Being directly responsible for the decline of the business performance of the enterprise after auditing; (2) Deliberately transferring or concealing assets, or affecting the net assets of the target enterprise through related party transactions during the transfer process; (3) Providing false information to intermediaries, which leads to distortion of audit and evaluation results, or colluding with relevant parties to depress asset evaluation results and the transfer price of state-owned property rights; (four) in violation of the relevant provisions, to participate in the formulation of state-owned property rights transfer plan and related assets verification, financial audit, asset evaluation, reserve price determination, intermediary agencies entrusted and other major issues. (five) unable to provide relevant proof of the source of the transferee funds. Seven, the transfer of state-owned property rights of enterprises to the management, the relevant working procedures and materials submitted in accordance with the provisions of the "Interim Measures". Eight, the state-owned property rights of enterprises still retain the state-owned property rights after being transferred to the management, and the management involved in the transfer of state-owned property rights of enterprises shall not be the representatives of state-owned shareholders of restructured enterprises. Relevant holders of state-owned property rights shall, in accordance with the relevant provisions of the state, appoint qualified personnel as representatives of state-owned shareholders to exercise shareholders' rights according to law. Nine, the management shall not indirectly accept the state-owned property rights of enterprises by means of trust or entrustment. Ten, the transfer of state-owned property rights of enterprises to the management involves changes in the nature of state-owned shares of listed companies held by enterprises, in accordance with the relevant provisions of the state. 1 1. In the process of separation of main and auxiliary industries, reorganization of auxiliary industries, and resettlement of redundant personnel, if an enterprise included in the scope of separation of main and auxiliary industries determined by the state-owned assets supervision and administration institution and relevant departments needs to transfer its state-owned property rights to the management, it shall be handled in accordance with the Implementation Measures for Separation and Reorganization of Main and Auxiliary Industries of Large and Medium-sized State-owned Enterprises (No.859 [2002] of State Economic and Trade Enterprises) and relevant supporting documents.