(1) Preliminary examination and approval
The transferor shall formulate the transfer plan according to the basic information such as the amount, transaction method and transaction result of this equity transfer, and report it to the competent department of state-owned property rights for approval. After obtaining the approval of the transfer of state-owned shares, the transferor shall proceed to the next step.
(2) Assets and capital verification
Assets and capital verification shall be organized by the transferor (if the transferor no longer holds a controlling position due to the transfer of state-owned property rights of the invested enterprise, the state-owned assets supervision and administration institution at the same level shall organize assets and capital verification), and the balance sheet and asset transfer list shall be prepared according to the results of assets and capital verification.
(3) Audit evaluation
Entrust an accounting firm to conduct a comprehensive audit, and entrust an asset appraisal institution to conduct asset appraisal on the basis of asset verification and audit. (After the appraisal report is approved or put on record, it will serve as a reference for determining the state-owned equity transfer price of the enterprise).
(d) internal decision-making
The enterprise to which the equity transfer belongs holds a shareholders' meeting to conduct internal deliberation on the equity transfer (the transfer by agreement shall be approved by the competent department of state-owned assets, and the transferor and transferee shall initialled the transfer contract and conduct deliberation in accordance with the internal decision-making procedures of the enterprise), resulting in a resolution agreeing to the equity transfer and a commitment of other shareholders to waive the preemptive right. Involving the legitimate rights and interests of workers, it shall listen to the opinions of the workers' congress and form a resolution of the workers' congress agreeing to the transfer.
(5) Application for listing
Select qualified property rights trading institutions, apply for listing transactions, and submit photocopies of corporate business licenses of the transferor and the transferred enterprise, registration certificates of state-owned property rights of the transferor and the transferred enterprise, resolutions of shareholders' meeting of the transferred enterprise, approval of equity transfer by the competent authorities, legal opinions, audit reports, asset evaluation reports of law firms and other written materials required by the exchange.
(6) signing an agreement
After the transfer is completed, the transferor and the transferee sign the equity transfer contract and obtain the property right transaction certificate issued by the property right transaction institution.
(seven) examination and approval for the record
The transferor shall report the relevant written materials of equity transfer to the competent department of state-owned property rights for record and registration.
(8) Registration of property rights
The transferor and transferee shall go through the formalities of property right registration with the property right transaction certificate and corresponding materials issued by the property right transaction institution.
(9) Change procedures
After the transaction is completed, the target enterprise shall amend the articles of association and the register of shareholders, and go through the registration of change with the administrative department for industry and commerce.