Chapter I General Principles
Article 1 In order to cultivate and develop the property rights trading market in our city, standardize the property rights trading behavior, promote the optimal allocation of resources, and prevent the loss of state-owned and collective assets, these Measures are formulated in accordance with the provisions of relevant state laws and regulations and combined with the actual situation of this Municipality.
Article 2 Those who engage in property rights transactions in this Municipality shall abide by these Measures. Where laws, regulations and rules provide otherwise, such provisions shall prevail.
Article 3 The term "property rights" as mentioned in these Measures refers to property ownership and the rights related to property ownership, such as the right to operate, the right to use and the right to dispose of. Including property rights, creditor's rights, stock rights, intellectual property rights and other property rights.
The term "property right transaction" as mentioned in these Measures refers to the behavior that the property right subject will legally own the property right and implement the paid transfer through the property right transaction institution. Property transactions of property rights trading institutions are not restricted by regions, industries or investor affiliation.
Article 4 Transactions of property rights shall follow the principles of voluntariness, compensation for equal value, honesty and credibility, openness, fairness and impartiality.
Article 5 Both parties to a property right transaction shall protect the legitimate rights and interests of employees according to law. If a state-owned enterprise is transferred, the opinions of the workers' congress and the trade union of the transferred enterprise shall be listened to before making a transfer decision.
Article 6 The property rights transactions of unlisted state-owned and collective enterprises within the jurisdiction of this Municipality must be conducted in legally established property rights trading institutions, and over-the-counter transactions are prohibited. Where laws and regulations provide otherwise, such provisions shall prevail.
Encourage private property rights to enter property rights trading institutions.
Seventh involving the transfer of state-owned property rights, the municipal supervision, state-owned assets and other departments to implement the whole process of monitoring, to prevent the loss of state-owned assets.
Eighth property transactions should be taxed according to law. Where property rights transactions are conducted through property rights trading institutions, the tax authorities may entrust the property rights trading institutions to collect and remit them.
Ninth departments designated by the municipal government shall be responsible for the management, coordination and supervision of property rights transactions in this Municipality. Including formulating policies, planning and management systems of property rights trading institutions, supervising the business activities of property rights trading institutions and guiding the work of property rights trading intermediary industry associations.
The relevant departments of this Municipality shall, in accordance with their respective duties, assist the competent authorities in the management of property rights transactions.
Chapter II Property Rights Trading Institutions
Tenth city property rights trading center is a professional property rights trading institution approved by the government and registered according to law, which provides places, facilities and information services for property rights trading and performs related duties.
Article 11 A property rights trading institution shall establish a network platform for publishing property rights trading information, form an information website and database system that can be queried online, realize network interconnection or information exchange with other property rights exchanges, state-owned assets, industry and commerce, taxation and other relevant departments for the registration of change of warrants, and timely provide property rights trading information, management system, trading rules and relevant laws, regulations, rules and policies.
Twelfth accounting, auditing, asset appraisal and law firms and other related professional intermediary agencies to provide intermediary services for property rights trading activities, should be independent and fair according to law.
Chapter III Ways and Procedures of Property Rights Transaction
Thirteenth property transactions can take the form of auction, bidding, listing, agreement transfer, etc. , you can also take other ways as prescribed by national laws and administrative regulations. Specific trading business rules shall be formulated by property rights trading institutions according to relevant laws and regulations, and reported to the municipal property rights trading institutions for the record.
Article 14 The transferor of property rights shall submit the following materials to the property rights trading institution:
(1) qualification certificate or other valid certificate of the transferor;
(two) the relevant property ownership certificate;
(three) the relevant approval documents for the transfer of property rights;
(four) the basic situation of the transfer target;
(5) Other materials that need to be submitted.
Fifteenth the transferee of property rights shall submit the following materials to the property rights trading institution:
(a) the qualification certificate of the transferee;
(2) Credit certificate of the transferee;
(3) Other materials that need to be submitted.
Article 16 When the property right is listed and traded in the property right trading institution, the transferor shall entrust the property right trading institution to publish the announcement of property right transfer in the economic or financial newspapers and websites of the property right trading institution which are publicly issued at or above the provincial level, publicly disclose the information of property right transfer, and extensively solicit the transferee. The announcement period of property right transfer is 20 working days. The announcement period expires before the transaction.
If the transfer of state-owned property rights of enterprises and institutions makes the state no longer have a controlling position, it shall go through the relevant examination and approval procedures before entering the market.
Seventeenth transfer of state-owned property rights, the transferor shall, on the basis of asset verification and audit, in accordance with the relevant provisions of the state, entrust an asset appraisal institution with corresponding qualifications to conduct asset appraisal. After the appraisal report is approved or filed by the state-owned assets management department, it will serve as a reference for determining the transfer price of state-owned property rights. The transfer price is set by the government or the state-owned assets management department.
During the transaction, when the transaction price is lower than 90% of the evaluation result, the transaction shall be suspended, and the transaction can be continued only after obtaining the consent of the relevant property right transfer examination and approval authorities.
Article 18 After a property right transaction is concluded, both parties to the transaction shall sign a property right transaction contract. The property right transaction contract includes the following main contents:
(a) the basic situation of the transfer target;
(two) the name, domicile and legal representative of the transferor and transferee;
(3) Transfer price, payment method and time limit;
(4) Inheritance and settlement methods of creditor's rights and debts;
(five) the delivery of property rights;
(6) Employee placement plan;
(seven) the relevant tax burden involved in the transfer;
(8) Liability for breach of contract;
(9) Ways to resolve contract disputes;
(10) Conditions for the alteration and dissolution of the contract;
(eleven) other matters that both parties to the transaction think need to be agreed.
Nineteenth the transferee shall pay the full price of the transfer of property rights in accordance with the provisions of the property rights transfer contract.
In principle, the transfer price should be paid in one lump sum. If the amount is large and it is difficult to pay in one lump sum, you can pay by installment. If installment payment is adopted, the down payment of the transferee shall not be less than 30% of the total price and shall be paid within 5 working days from the effective date of the contract; The remaining funds provide legal guarantee, and the interest during the deferred payment period shall be paid to the transferor at the bank loan interest rate for the same period, and the payment period shall not exceed 1 year.
Twentieth transfer of state-owned and collective property rights, should do a good job of feasibility study, in accordance with internal decision-making procedures for deliberation, and form a written resolution.
The transfer of state-owned property rights of public institutions shall be considered by the competent department. The transfer of state-owned property rights of a wholly state-owned enterprise shall be considered by the general manager's office meeting. The transfer of state-owned property rights of a wholly state-owned company shall be reviewed by the board of directors; If there is no board of directors, it shall be considered by the general manager's office meeting. If the overall property right transfer of state-owned and collective enterprises involves the legitimate rights and interests of employees, the opinions of the employees' congress of the enterprise shall be listened to, and the placement of employees shall be discussed and approved by the employees' congress.
Twenty-first parties to a property right transaction shall protect the legitimate rights and interests of employees according to law, and stipulate the proper placement of employees (including retirees) in the property right transaction contract. The labor and social security department, the competent department of the property right transfer unit and the state-owned assets management department are responsible for reviewing and approving the employee resettlement plan.
Twenty-second transfer of state-owned property rights involves the transfer of state-owned allocated land use rights and the transfer of state-funded exploration and mining rights, and relevant procedures shall be handled separately in accordance with relevant state regulations.
Article 23 If the transfer of state-owned property rights results in the transferor no longer holding a controlling position, the transferor shall handle the labor relations with employees in accordance with relevant policies and regulations, solve the related expenses such as wage arrears and unpaid social insurance premiums of employees, and do a good job in the continuation of social insurance relations of employees.
Twenty-fourth net income from the transfer of state-owned property rights shall be handled in accordance with the relevant provisions of the state.
Article 25 The property right transaction contract concluded by both parties shall be examined by the property right transaction institution, signed and sealed by the transferor and the transferee, and then a property right transaction certificate shall be issued. If a member entrusts a property right transaction, it shall sign and seal the property right transaction contract.
Twenty-sixth parties to a property right transaction shall, on the strength of the property right transaction certificate and the property right transaction contract issued by the property right transaction institution, go through the relevant formalities of property right change in the relevant departments of state-owned assets, taxation, commerce, industry and commerce, real estate and public security. All relevant departments shall, on the strength of the property right transaction certificate issued by the property right transaction institution, handle it within the time limit stipulated by the state laws, administrative regulations and rules.
Twenty-seventh property rights transaction fees charged by property rights trading institutions shall be publicized in the property rights trading institutions.
Article 28 Under any of the following circumstances, the transferor, transferee or a third party may apply to the property rights trading institution for terminating the transaction:
(a) the transfer of property rights is controversial and has not been resolved;
(two) due to force majeure, the property rights transaction activities can not be carried out according to the agreed time limit and procedures.
If the circumstances listed in the preceding paragraph make it impossible to continue to perform the property right transaction contract, the transaction shall be terminated.
Twenty-ninth property rights trading institutions shall regularly report the property rights transactions to the municipal competent department of property rights transactions. In the process of property rights transaction, if there are abnormal matters in state-owned property rights, it shall report to the competent department of state-owned assets and the competent department of property rights transaction in a timely manner; There are other major property rights transactions, should be reported to the competent department of property rights transactions in a timely manner.
Thirtieth where the ownership relationship is unclear or ownership disputes, shall not enter the property rights trading institutions for trading.
Members shall not accept the entrustment of the transferor and the transferee at the same time in the same property right transaction, and shall not conduct property right transactions by means of coercion, fraud, bribery or malicious collusion.
Chapter IV Dispute Resolution and Legal Liability
Thirty-first parties to a property right transaction may apply to the property right transaction institution or the municipal property right transaction department for mediation if there is a dispute in the process of property right transaction; You can also apply for arbitration or bring a lawsuit to the people's court according to the contract.
Thirty-second city property rights trading departments of property rights trading institutions in violation of the provisions of property rights trading behavior, after investigation and confirmation, can be ordered to cancel the property rights trading certificate issued by the property rights trading institutions in violation of the provisions.
If the certificate of property right transaction is revoked, resulting in invalid property right transaction and losses, the property right transaction institution, transferor, transferee or member that violates the provisions shall bear the corresponding liability for compensation.
Thirty-third state-owned and collective property rights are traded outside the property rights trading institutions, and the municipal property rights trading department shall, jointly with relevant departments, investigate the responsibilities of the relevant responsible persons according to law.
Thirty-fourth property rights trading institutions and other relevant departments in the property rights transaction fraud or dereliction of duty, damage the interests of the state or the legitimate rights and interests of both parties to the transaction, the responsibility of the direct personnel shall be investigated according to law.
Article 35 If the examination and approval departments of state-owned and collective property rights transfer and their relevant staff violate these measures, they examine and approve without authorization or abuse power for personal gain in the examination and approval, resulting in the loss of state-owned and collective assets, the relevant departments shall give sanctions according to the cadre management authority; If the case constitutes a crime, it shall be transferred to judicial organs for criminal responsibility.
Chapter V Supplementary Provisions
Thirty-sixth foreign mergers and acquisitions of property rights in property rights trading institutions shall also meet the requirements of the catalogue of foreign-invested industries published by the state, and go through the formalities in accordance with the provisions of laws, regulations and rules.
Article 37 The transfer of state-owned shares of unlisted joint stock limited companies shall be approved by the investors of state-owned assets and managed by the property rights trading institutions.
State-owned enterprises in this Municipality shall transfer the shares of unlisted joint stock limited companies in property rights trading institutions in accordance with the property rights trading procedures of these Measures.
Article 38 These Measures shall come into force as of the date of promulgation. The original Interim Measures for the Administration of Property Rights Transaction in Tongling City (Order No.3 of Tongling Municipal People's Government) shall be abolished at the same time.