The term "state-owned property rights of enterprises" as mentioned in these Measures refers to the rights and interests formed by the state's investment in enterprises in various forms; Rights and interests formed by various investments of state-owned and state-holding enterprises; Other rights and interests recognized as owned by the state according to law. ? Article 4 The transfer of state-owned property rights of an enterprise shall be conducted in public in a legally established property rights trading institution. ? Article 5 The state-owned assets supervision and administration institution of the Municipal People's Government shall be responsible for the supervision and administration of the transfer of state-owned property rights of enterprises. ?
The relevant administrative departments shall, in accordance with their duties, coordinate in the supervision and administration of the transfer of property rights. Chapter II Transfer Procedures Article 6 The transfer of state-owned property rights of an enterprise shall be carried out by the transferor or an intermediary agency with corresponding qualifications entrusted by it. ?
The feasibility study report shall be reviewed in accordance with the following procedures and a written resolution shall be made:
(a) the transfer of property rights of a wholly state-owned enterprise shall be reviewed by the general manager's office meeting; ?
(two) the transfer of property rights of a wholly state-owned company shall be considered by the board of directors, or the general manager's office meeting if there is no board of directors; ?
(three) the transfer of state-owned property rights of other companies shall be examined in accordance with the relevant provisions of the Company Law of People's Republic of China (PRC). ?
Involving the legitimate rights and interests of employees, it should listen to the opinions of the employees' congress of the enterprise, and the resettlement of employees and other matters should be discussed and approved by the employees' congress. ? Article 7 On the basis of asset verification and audit, the transferor shall, in accordance with the relevant provisions of the state, entrust an asset appraisal institution with corresponding qualifications to conduct asset appraisal. The evaluation report shall be reported to the financial department for the record as a reference for determining the transfer price of state-owned property rights of enterprises. ?
The intangible assets involved must be included in the scope of assessment. If intangible assets are not involved, it shall be clearly stated in the asset appraisal report. ?
When the transaction price is lower than 90% of the evaluation result, the transfer is suspended. If the transfer is really necessary, it shall be approved by the examination and approval authority for the transfer of property rights. ? Article 8 The transferor or the intermediary agency entrusted by it shall also prepare a property right transfer plan and report it to the state-owned assets supervision and administration institution and other relevant departments for approval in accordance with the regulations. ?
The property right transfer scheme shall include the following contents:
(a) the basic situation of state-owned property rights of enterprises; ?
(2) The state-owned property rights of the enterprise to be transferred; ?
(three) the way to deal with assets; ?
(four) the employee placement plan audited by the labor and social security department; ?
(5) A plan for the disposal of creditor's rights and debts; ?
(six) the contents of the information announcement to be released. ? Article 9 When applying for property right transaction, the transferor shall submit the following materials to the property right transaction institution, and fill in the Application Form for Property Right Transfer after verification by the property right transaction institution. ?
(a) the basic situation of the target enterprise; ?
(2) Relevant documents approving the transfer; ?
(three) the audit report, asset evaluation report and filing materials of the target enterprise;
(4) A written statement that the transferee shall meet the basic requirements. ? Article 10 The transferor shall entrust a property rights trading institution to issue a notice on the transfer of property rights, sign an information disclosure agreement with the property rights trading institution, publicly disclose the information on the transfer of state-owned property rights of enterprises, and solicit opinions from the transferee. ? The announcement of property rights transfer shall be published on the websites of economic or financial newspapers and property rights trading institutions publicly issued at or above the provincial level. The announcement period of property right transfer is 20 working days. ? Article 11 The information on property right transfer disclosed by the transferor shall include the following contents:
(a) the basic situation of the transfer target; ?
(2) the composition of the property rights of the target enterprise; ?
(three) the internal decision-making and approval of property rights transfer; ?
(four) the main financial index data of the target enterprise recently audited; ?
(five) the evaluation, approval or filing of the assets of the transfer target enterprise; ?
(six) the basic conditions that the transferee should have; ?
(seven) other matters that need to be disclosed. ? Article 12 The transferor shall, according to the registration of the intended transferee, make its own implementation plan for the transfer of property rights, or entrust an intermediary agency to make the implementation plan for the transfer of property rights on the basis of the transfer plan. ?
The implementation plan of property right transfer shall include the following contents:
(1) Demonstration of transfer; ?
(2) Registration of the intended transferee; ?
(three) the disposal plan of the transfer income;
(four) the main contents of the transfer announcement; ?
(5) the selected transaction method. ?
If the transfer of state-owned property rights of an enterprise results in the transferor no longer holding a controlling position, it shall be accompanied by the relevant creditor-debtor agreement agreed in writing by the creditor-debtor financial institution, the resolution of the workers' congress to consider the employee resettlement plan, etc. ?