(a) government departments, organs, institutions, wholly state-owned or wholly state-owned enterprises in China;
(2) A domestic enterprise in which the exclusive shareholding ratio of the units or enterprises listed in the first paragraph exceeds 50%, or the total shareholding ratio exceeds 50%, and one of them is the largest shareholder;
(3) wholly-owned or wholly-owned enterprises at all levels in China directly or indirectly controlled by the enterprises mentioned in the second paragraph. Article 4 The changes in the state-owned rights and interests of listed companies shall adhere to the principles of openness, fairness and justice, abide by the relevant laws, administrative regulations and rules and regulations of the state, conform to the national industrial policy and the adjustment direction of the layout structure of the state-owned economy, and be conducive to maintaining and increasing the value of state-owned capital and improving the core competitiveness of enterprises. Article 5 The ownership of shares involved in the change of state-owned rights and interests of listed companies is clear, and there is no restriction of laws and regulations. Article 6 Changes in the state-owned rights and interests of listed companies shall be supervised and managed by the state-owned assets supervision and administration institutions at or above the provincial level. With the consent of the provincial people's government, the provincial state-owned assets supervision and administration institution may entrust the supervision and administration of the changes of state-owned rights and interests of listed companies below the prefecture level to the prefecture-level state-owned assets supervision and administration institution. Provincial state-owned assets supervision and administration institutions need to establish corresponding supervision and inspection mechanisms.
If the state-owned changes in equity of a listed company involves the management of government social affairs, it shall be reported to the relevant government departments for examination according to law. If the transferee is an overseas investor, it shall comply with the requirements of foreign investment industry guidance catalogue or negative list management and the provisions of foreign investment safety review. In case of the above-mentioned situations, after receiving the relevant application, the audit subject shall solicit the opinions of the competent commercial authorities at the same level on whether the transfer behavior conforms to the policy of attracting foreign investment. The specific declaration procedures shall be handled by the competent commercial department at the same level of the state-owned assets supervision and administration institution at or above the provincial level according to the Notice on Relevant Issues Concerning the Declaration Procedures for the Transfer of State-owned Shares of Listed Companies to Foreign Investors and Foreign-invested Enterprises (Zheng Jian Zi [2000]No.).
The state-owned assets supervision and administration institution shall, in accordance with laws, administrative regulations and the relevant provisions of the people's government at the corresponding level, perform the examination and approval procedures for the state-owned changes in equity matters of listed companies that must be approved by the people's government at the corresponding level. Article 7 State-funded enterprises shall be responsible for the management of the following matters:
(a) the transfer of shares of listed companies held by state-owned shareholders through the securities trading system does not reach the proportion or quantity stipulated in Article 12 of these Measures;
(2) Free transfer and non-public agreement transfer of shares of listed companies held by state-owned shareholders within enterprise groups;
(3) The state-owned controlling shareholder publicly solicits and transfers the shares of the listed company it holds, and the listed company it controls issues exchangeable corporate bonds and securities, which does not lead to its shareholding ratio being lower than the reasonable shareholding ratio; Matters concerning the public subscription, transfer and issuance of exchangeable corporate bonds of shares of listed companies held by state-owned shareholders;
(four) the state-owned shareholders increase their holdings through the securities trading system, accept shares by agreement, subscribe for shares issued by listed companies and other matters. , did not lead to the transfer of control rights of listed companies;
(5) The asset restructuring between state-owned shareholders and listed companies controlled by them does not fall within the scope of major asset restructuring stipulated by the China Securities Regulatory Commission. Article 8 The reasonable shareholding ratio of the state-owned controlling shareholder (if it belongs to the same controller as the state-owned controlling shareholder, its shareholding ratio shall be calculated by combining) shall be determined by the state-funded enterprise and reported to the state-owned assets supervision and administration institution for the record.
The specific measures for determining the reasonable shareholding ratio shall be formulated separately by the state-owned assets supervision and administration institution at or above the provincial level. Article 9 State-owned shareholders shall, on the basis of full feasibility study, formulate plans for changes in shares of listed companies, strictly carry out decision-making and examination and approval procedures, standardize operations, and fulfill information disclosure obligations in accordance with the relevant provisions of securities supervision. Before the disclosure of information on changes in state-owned rights and interests of listed companies, all parties concerned shall strictly abide by the confidentiality provisions. In violation of confidentiality provisions, relevant personnel shall be investigated for responsibility according to laws and regulations. Article 10 Changes in the state-owned rights and interests of a listed company shall be reasonably priced according to factors such as the publicly traded price in the securities market, the trading price of shares of comparable companies, and the net asset value per share.