Guiyang City Enterprise State-owned Property Rights Transaction Management Measures

Chapter 1 General Provisions Article 1 In order to regulate the transfer of state-owned property rights of enterprises and strengthen the supervision and management of transactions of state-owned property rights of enterprises, these Measures are formulated in accordance with relevant laws and regulations and in combination with the actual situation of this city. ?Article 2: The transfer of state-owned property rights of enterprises shall comply with the provisions of laws and regulations, follow the principles of openness, fairness and impartiality, and be conducive to promoting the optimal allocation of state-owned assets and safeguarding the legitimate rights and interests of the state and other parties. ?Article 3 The city’s state-owned assets supervision and administration agency and enterprises holding state-owned capital (hereinafter collectively referred to as the transferor) transfer the state-owned property rights of the enterprises they hold to domestic and foreign legal persons, natural persons or other organizations (hereinafter collectively referred to as the transferee) for a fee This method applies to activities. ?

The term "state-owned property rights of enterprises" as mentioned in these Measures refers to the rights and interests formed by the state's various forms of investment in enterprises; the rights and interests that should be enjoyed by various investments of state-owned and state-controlled enterprises; legally recognized as state-owned other rights and interests. ?Article 4: The transfer of state-owned property rights of enterprises shall be conducted openly in property rights trading institutions established in accordance with the law. ?Article 5: The municipal people's government's state-owned assets supervision and administration agency is responsible for the supervision and administration of the transfer of state-owned property rights of enterprises. ?

Relevant administrative departments shall, in accordance with their responsibilities, coordinate the supervision and management of property rights transfers. Chapter 2 Transfer Procedures Article 6 The transfer of state-owned property rights of an enterprise shall be conducted by the transferor or an intermediary agency with corresponding qualifications entrusted by it to conduct a feasibility study. ?

The feasibility study report shall be reviewed in accordance with the following procedures and a written resolution shall be formed: ?

(1) The transfer of property rights of a wholly state-owned enterprise shall be reviewed by the general manager’s office meeting;

(2) The transfer of 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 reviewed by the general manager’s office meeting;?

(3) The transfer of state-owned property rights of other companies , to be reviewed in accordance with the relevant provisions of the Company Law of the People's Republic of China. ?

If the legitimate rights and interests of employees are involved, the opinions of the enterprise’s employee congress should be heard, and issues such as employee placement should be discussed and approved by the employee congress. ?Article 7: On the basis of asset clearance and capital verification and audit, the transferor shall entrust an asset appraisal agency with relevant qualifications to conduct asset appraisal in accordance with relevant national regulations. The evaluation report shall be submitted to the financial department for filing and shall be used as a reference for determining the transfer price of the enterprise's state-owned property rights. ?

The intangible assets involved must be included in the scope of assessment. If intangible assets are not involved, this shall be clearly stated in the asset valuation report. ?

When the transaction price is lower than 90% of the evaluation result, the transfer will be suspended. If transfer is really necessary, the approval of the property rights transfer approval agency shall be obtained. ?Article 8 The transferor or the intermediary agency entrusted by it shall also prepare a property rights transfer plan, which shall be submitted to the state-owned assets supervision and administration agency and other relevant departments for approval in accordance with regulations. ?

The property rights transfer plan shall specify the following contents: ?

(1) The basic situation of the state-owned property rights of the enterprise; ?

(2) The enterprise to be transferred State-owned property rights;?

(3) Asset disposal methods;?

(4) Employee placement plan reviewed by the labor and social security department;?

( 5) Disposal plan for claims and debts;?

(6) Contents of the information announcement to be released. ?Article 9 When applying for a property rights transaction, the transferor shall submit the following materials to the property rights trading agency, and after verification by the property rights trading agency, fill in the "Property Rights Transfer Application Form". ?

(1) Brief introduction to the basic situation of the transfer target enterprise; ?

(2) Relevant documents approving the transfer; ?

(3) Transfer target enterprise Audit reports, asset evaluation reports and filing materials;

(4) The transferee should have a written explanation of the basic conditions. ?Article 10: The transferor shall entrust a property rights trading institution to publish a property rights transfer announcement, sign an information disclosure agreement with the property rights trading institution, publicly disclose information on the transfer of state-owned property rights of the enterprise, and extensively solicit transferees. ?The announcement of property rights transfer shall be published on the publicly issued economic or financial newspapers and periodicals at or above the provincial level and on the websites of property rights trading institutions. The property rights transfer announcement period is 20 working days.

Article 11 The property rights transfer information disclosed by the transferor shall include the following contents: (1) Basic information of the transfer target; (2) Property rights of the transfer target enterprise Composition; (3) Internal decision-making and approval of property rights transfer; (4) Recent audited main financial indicator data of the transfer target enterprise; p>

(5) Approval or filing status of assets of the transfer target enterprise; (6) Basic conditions that the transferee should meet; (7) Others Matters to be Disclosed. ?Article 12 The transferor shall prepare on its own or entrust an intermediary agency to prepare a property rights transfer implementation plan based on the transfer plan based on the registration status of the intended transferee. ?

The implementation plan for property rights transfer should include the following contents: ?

(1) Demonstration of the transfer; ?

(2) Registration of the intended transferee ;?

(3) Transfer proceeds disposal plan;

(4) Main contents of the transfer announcement;?

(5) The selected transaction method. ?

If the transfer of state-owned property rights of an enterprise results in the transferor no longer having a controlling position, relevant creditor's rights and debt agreements approved in writing by the creditor financial institution, a resolution of the workers' congress to review the employee resettlement plan, etc. should be attached. ?