Interim Measures for the Administration of the Transfer of State-owned Property Rights of Enterprises
1. In order to standardize the transfer of state-owned property rights of enterprises, strengthen the supervision and management of state-owned property rights transactions of enterprises, promote the rational flow of state-owned assets of enterprises, strategically adjust the layout and structure of state-owned economy, and prevent the loss of state-owned assets of enterprises, these measures are formulated in accordance with the Provisional Regulations on the Supervision and Administration of State-owned Assets of Enterprises and the provisions of relevant state laws and administrative regulations.
2. These Measures shall apply to the activities of state-owned assets supervision and administration institutions and state-owned capital holding enterprises (hereinafter referred to as the transferor) to transfer their state-owned property rights to domestic and foreign legal persons, natural persons or other organizations (hereinafter referred to as the transferee).
The transfer of state-owned property rights of financial enterprises and the transfer of state-owned shares of listed companies shall be carried out in accordance with relevant state regulations.
The term "state-owned property rights of enterprises" as mentioned in these Measures refers to the rights and interests formed by various forms of state investment in enterprises, the rights and interests enjoyed by state-owned and state-holding enterprises, and other rights and interests recognized as state-owned according to law.
3, the transfer of state-owned property rights of enterprises should comply with the provisions of national laws, administrative regulations and policies, is conducive to the strategic adjustment of the layout and structure of the state-owned economy, promote the optimal allocation of state-owned capital, adhere to the principles of openness, fairness and justice, and protect the legitimate rights and interests of the state and other parties.
4, the transfer of state-owned property rights of enterprises should be in the property rights trading institutions established in accordance with the law, not limited by region, industry, capital contribution or affiliation. Where there are other provisions in national laws and administrative regulations, those provisions shall prevail.
5, the transfer of state-owned property rights of enterprises can take auction, bidding, agreement transfer and other ways stipulated by national laws and administrative regulations.
6, the transfer of state-owned property rights of enterprises should be clear. State-owned property rights of enterprises with unclear ownership relationship or disputed ownership shall not be transferred. The transfer of state-owned property rights of enterprises with security interests shall conform to the relevant provisions of the Security Law of People's Republic of China (PRC).
7, the state-owned assets supervision and administration institution is responsible for the supervision and management of the transfer of state-owned property rights of enterprises.
Two, the examination and approval procedures for the transfer of state-owned property rights of enterprises
(a) the examination and approval authority
1. The state-owned assets supervision and administration institution decides to transfer the state-owned property rights of the invested enterprise.
2, the transfer of state-owned property rights of enterprises so that the state no longer has a holding position, it should be reported to the people's government at the same level for approval.
3. The invested enterprise decides the transfer of state-owned property rights of its subsidiaries.
4. The transfer of major state-owned property rights of important subsidiaries shall be reported to the state-owned assets supervision and administration institution at the same level for approval after being countersigned by the financial department.
Among them, the examination and approval matters involving government social management need to be reported to the relevant government departments for examination and approval in advance.
(2) Provisions on special examination and approval
1. If the transfer of state-owned property rights of enterprises involves the change of the nature of state-owned shares of listed companies or the transfer of actual control rights, it shall also comply with the provisions of national laws, administrative regulations and relevant regulatory authorities.
2. Where the state has other provisions on the management of the transfer of state-owned shares of unlisted joint stock limited companies, those provisions shall prevail.
(3) Review documents
To decide or approve the transfer of state-owned property rights of enterprises, the following written documents shall be examined:
1, relevant resolutions on the transfer of state-owned property rights of enterprises;
2, enterprise state-owned property rights transfer scheme;
3, the transferor and the transfer target enterprise state-owned assets property right registration certificate;
4. Legal opinions issued by law firms;
(five) the basic conditions that the transferee should have;
6, other documents required by the examination and approval authority.
(four) the contents of the transfer plan
The transfer scheme of state-owned property rights of enterprises shall generally include the following contents:
1, the basic situation of the transfer of state-owned property rights of the target enterprise;
2. Relevant argumentation on the transfer of state-owned property rights of enterprises;
3, the transfer of the target enterprise involved, by the enterprise where the administrative department of labor and social security audit;
4. Transfer the creditor's rights and debts involved in the target enterprise, including debts owed to employees;
5, the enterprise state-owned property rights transfer income disposal scheme;
6, the main contents of the announcement of the transfer of state-owned property rights of enterprises.
(5) Documents to be attached.
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.
(6) An application for transfer by agreement
If the key industries and fields of the national economy have special requirements for the transferee, the state-owned property rights of the enterprise will be transferred to the state-owned property rights of the holding enterprise when the assets are reorganized, and the state-owned property rights can be transferred by agreement after the approval of the state-owned assets supervision and administration institution at or above the provincial level.