Procedural provisions
solve
Identify the transferor entity. The basis for determining the subject is the property right registration certificate of state-owned assets. If the object of transfer is the tangible assets of the enterprise, the enterprise itself is the transferor; If the object of transfer is the equity of the enterprise, the investor of the enterprise, that is, the shareholder, is the transferor.
The transfer plan forms a resolution. It is necessary to do a good job in the feasibility study of the transfer of state-owned property rights of enterprises, review them in accordance with internal decision-making procedures, and form a written resolution. If it is a wholly state-owned enterprise, it will be considered by the general manager's office; A wholly state-owned company shall be considered by the board of directors, and if there is no board of directors, it shall be considered by the general manager's office. At the same time, the transfer plan should also listen to the opinions of the workers' congress.
A resolution to apply to the competent department for approval of the formation of the transfer plan.
Decide or approve
This link is the first time for the state-owned assets management department to approve the asset transfer, mainly to review the internal asset transfer resolution of the enterprise.
Asset verification and financial audit
The assets and capital verification shall prepare the balance sheet and the inventory of assets transfer, so that the accounts, cards, materials and cash are complete, accurate and consistent, and consistent with? Who invests, who owns and who benefits? The principle of verification and definition of state-owned capital and its rights and interests, in which the net assets formed by state-owned enterprises borrowing funds must be defined as state-owned assets. The financial audit shall be conducted by the entrusted accounting firm, including the audit of the legal representative of the enterprise.
It must be evaluated by a qualified evaluation agency.
The transferor shall employ a qualified asset appraisal firm in accordance with the Measures for the Administration of State-owned Assets Appraisal. The scope of assessment includes tangible assets such as machinery, real estate, land use right and intangible assets such as patent right, non-patented technology, trademark right, goodwill and equity. The evaluation is based on the results of assets verification and financial audit.
public notice
The announcement period is 20 working days, which will be published by the property rights trading institutions in the economic or financial newspapers and websites of the property rights trading institutions that are publicly issued at or above the provincial level, publicly disclose the information on the transfer of state-owned property rights of enterprises, and widely collect the transferee.
Select assignee
When there are more than two transferees after the announcement, the property right transaction shall be conducted by auction or bidding. If there is only one transferee, it can be transferred by agreement. At this time, the transferee's qualification, business reputation, business situation, financial situation, management ability, asset scale, etc. will become the necessary conditions for the success of the transfer.
sign a contract
After the transfer is completed, the transferor and the transferee sign a contract for the transfer of state-owned assets and obtain the property right transaction certificate issued by the property right transaction institution. If it is an agreement transfer, the agreement initialed by both parties shall be submitted to the company's decision-making level for consideration, such as a wholly state-owned enterprise, which will be considered by the general manager's office; A wholly state-owned company shall be considered by the board of directors, and if there is no board of directors, it shall be considered by the general manager's office.
Examination and approval filing
The transferor shall submit the relevant written materials of equity transfer to the competent department of state-owned property rights for approval or filing and registration.
Property right change registration
The transferor and the transferee shall go through the formalities of property right change registration with the property right transaction certificate and corresponding materials issued by the property right transaction institution.
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