State-owned property rights regulation [2022〕39号

State-owned Assets Supervision and Administration Commission of all central enterprises, provinces, autonomous regions, municipalities directly under the Central Government and separately planned cities and Xinjiang Production and Construction Corps:

Measures for the Supervision and Administration of Transactions of State-owned Assets of Enterprises(Order of the Ministry of Finance of SASAC32号)Since the issuance of the state-owned assets transaction and circulation system, it has played an important role in promoting the standardized circulation of state-owned assets and preventing the loss of state-owned assets。In order to promote the optimization of the layout and structural adjustment of the state-owned economy, help enterprises achieve high-quality development, and strengthen the management of the transaction flow of state-owned assets, the relevant matters are hereby notified as follows:

(1) Involving major matters such as optimization and structural adjustment of state-owned capital layout led by the government or state-owned assets supervision and management institutions, as well as professional restructuring, the transfer of enterprise property rights between different state-funded enterprises and their holding enterprises, and the transferee has special requirements, can be carried out by agreement。

Second, the main business is in the national security, the lifeline of the national economy important industries and key areas, mainly undertake major special tasks of the sub-enterprises, may not lose the state capital holding status due to the transfer of property rights, enterprise capital increase。When such enterprises are involved in the internal reorganization and integration of state-funded enterprises, the following circumstances may be examined and approved by the state-funded enterprises:

(1) The property rights of the enterprise are transferred between the state-funded enterprise and its holding subsidiaries。

(2) The state-funded enterprise directly or designated its holding subsidiary to participate in the capital increase。

(3) The original shareholders of the enterprise increase their capital in the same proportion。

In other cases, the state-funded enterprise shall be submitted to the state-owned assets supervision and administration institution at the same level for approval。

Third, state-funded enterprises and their subsidiaries through the issuance of infrastructureREITsTo revitalize the stock of assets, it is necessary to do a feasibility analysis, reasonably determine the transaction price, make arrangements for the subsequent operation management responsibilities and risk prevention, and report the non-public agreement transfer of state-owned property rights to the state-owned assets supervision and administration institution at the same level for approval。

4. If the property right of the enterprise is transferred by means of non-public agreement, and the transferor and the transferee are both wholly state-owned or wholly owned enterprises, the transfer price may be determined on the basis of the net asset value confirmed in the asset evaluation report or the latest audit report after the decision-making procedure is performed in accordance with the Company Law of the People's Republic of China and the articles of Association of the enterprise。

5. Reorganization and integration within state-owned holding and actual control enterprises，Approved by the state-funded enterprise，Between the state-owned holding and actual control enterprise and its direct or indirect wholly-owned subsidiaries，Or between its directly or indirectly wholly-owned subsidiaries，The property rights of enterprises held can be transferred in accordance with the relevant provisions on the management of free transfer of state-owned property rights。

Sixth, the enterprise capital increase may adopt the combination of information pre-disclosure and formal disclosure, and disclose the capital increase information in stages through the website of the property rights trading institution, and the total disclosure time is not less than40A working day, of which the formal disclosure time is not less than20Working day。The pre-disclosure of information shall include but not be limited to the basic information of the enterprise, the structure of property rights, and the current situation3The main financial indicators and the amount of funds to be raised in the annual audit report。

7. The transfer of property rights can be pre-disclosed after the unit directly holding the property rights and the capital increase of the enterprise can be carried out after the internal decision-making procedure of the target enterprise. If the final approval procedure needs to be carried out, the corresponding prompt shall be made。

8, property rights transfer, asset transfer project information disclosure period does not collect the intended transferee, only after adjusting the transfer of the reserve price to re-disclose the information, the property rights transfer disclosure time is not less than10Within working days, the disclosure time of asset transfer shall not be less than5Working day。

9. The transfer of property rights or capital increase of the enterprise causes the state-funded enterprise and its subsidiaries to lose the actual control over the target enterprise，After the completion of the transaction, the target enterprise shall not continue to use intangible assets such as the name, business qualification and franchise right of the state-funded enterprise and its subsidiaries，Shall not continue to carry out business activities in the name of a subsidiary enterprise of a state-funded enterprise。The above requirements should be made clear in the information disclosure as a trading condition, and the corresponding arrangements for industrial and commercial changes and name changes should be stipulated in the trading contract。

Sasac (Assets Supervision and Administration Commission)
2022年5月16日

File link:www.gov.cn/zhengce/zhengceku/2022-06/02/content_5693562.htm