Notice of the Handover Work Guide
State-owned Assets Property Right [2009] No.25
Central enterprises:
In order to further standardize the free transfer of state-owned property rights of central enterprises, better open government affairs, serve enterprises and improve work efficiency, SASAC has formulated the Guidelines for the Free Transfer of State-owned Property Rights of Enterprises, which are hereby printed and distributed to you. Please follow them. If there are any problems and suggestions in the implementation, please feedback to our Committee in time.
the State-owned Assets Supervision and Administration Commission
February 2009 16
Guidelines for the free transfer of state-owned property rights of enterprises
Article 1 In order to further standardize the free transfer of state-owned property rights of central enterprises, these guidelines are formulated in accordance with the Interim Measures for the Administration of Free Transfer of State-owned Property Rights of Enterprises (hereinafter referred to as the Measures) of the State-owned Assets Supervision and Administration Commission of the State Council (hereinafter referred to as SASAC).
Article 2 Wholly state-owned enterprises, wholly state-owned companies, one-man limited liability companies invested by state-owned institutions and one-man limited liability companies reinvested (hereinafter referred to as state-owned one-man companies) can all be included (excluding).
If a state-owned one-person company is the transferee (transferor), the matters of free transfer shall be considered by the board of directors; If there is no board of directors, the shareholders shall make a written resolution and seal it.
If the property right of a wholly state-owned enterprise is transferred to a wholly state-owned company or a one-man state-owned company without compensation, the enterprise shall be reorganized into a company according to law.
Article 3 These Guidelines shall apply to the free transfer (transfer) of state-owned property rights of enterprises by central enterprises and their subsidiaries.
Article 4 The transfer of state-owned property rights of enterprises by central enterprises and their subsidiaries free of charge shall conform to the requirements of the State-owned Assets Supervision and Administration Commission (SASAC) on reducing the management level of enterprises, and the management level of enterprises after the transfer shall not exceed the third level in principle.
Article 5 The transferor shall strictly guard against and control the risk of free transfer, and the commitments made shall be rigorous, reasonable and pragmatic, and directly related to the transferred enterprise; The contents of the transfer agreement shall comply with the provisions of the Measures, and the redistribution of property rights shall not be used as a liability clause for breach of contract.
Article 6 The transferee (transferor) shall do a good job of free transfer in strict accordance with the relevant provisions in Chapter II of the Measures. Free transfer matters that need to be reported to SASAC for approval shall be handled according to the following procedures:
(a) the central enterprises in accordance with the provisions of the audit of free transfer matters, after performing internal procedures, submit application documents and related materials to SASAC.
(2) After receiving the application documents and related materials, SAAC shall put forward the preliminary examination opinions within 5 working days.
For the problems found in the preliminary examination, SASAC auditors should communicate with the central enterprises in time; If the central enterprise has no objection, it shall revise and improve the relevant materials within 5 working days and report to SASAC. If the materials are complete and have the conditions for handling, SASAC shall handle them in time.
Article 7 Central enterprises shall submit documents and materials to SASAC in accordance with Article 16 of the Measures, including:
(1) The main contents of the application documents include:
1. Ask for instructions on specific matters.
2. Basic information of the transferor, transferee and transferred enterprise.
It mainly includes the time of establishment, organizational form, registered capital, shareholding structure, rank, main business, production and operation, financial status, etc.
3. Reasons for free transfer.
4. The transferee's development plan and benefit forecast for the transferred enterprise.
5. Risks (burdens) of the transferred enterprise.
(1) personnel situation. On-the-job personnel, retirees, the number of retirees, employee placement programs, management methods of retirees, and overall expenses.
(2) Contingent liabilities. External guarantee, pending litigation and other specific circumstances, relevant solutions, risk judgment and its impact.
(3) Social function. Various social functions of enterprises, related solutions, etc.
6. Relevant decision-making and agreement signing.
Relevant decisions (approval) of the transferring party, the transferring party, the workers' congress, the central enterprises, the competent government departments, the governments at or above the prefecture level or the state-owned assets supervision and administration institutions.
If the state-owned equity of a limited liability company is transferred without compensation, the relevant shareholders' meeting shall make a resolution; Where the state-owned equity of a Sino-foreign joint venture is transferred free of charge, the relevant resolutions of the board of directors.
Signing and main contents of the agreement.
7. Relevant commitments.
(1) The ownership of state-owned property rights of the transferred enterprise is clear, and there is no restriction or hindrance to the transfer of property rights.
(2) Except for the transfer agreement and commitment submitted to SASAC, no supplementary agreement has been signed with the transferor, and there are no other commitments.
The main business, financial status, contingent liabilities and personnel placement of the transferred enterprise in the application documents shall be consistent with the feasibility study report, transfer agreement and audit report.
(2) Other relevant documents to be submitted mainly refer to:
1. Relevant resolutions or approval documents of central enterprises, including (excluding) subsidiaries of central enterprises;
2. If the state-owned property rights of enterprises are transferred between central enterprises and non-central enterprises free of charge, the approval documents of relevant government departments, governments at or above the prefecture level or state-owned assets supervision and administration institutions;
3. If the state-owned shares of a limited liability company are transferred free of charge, the relevant resolutions of the shareholders' meeting or other legally binding documents; If the state-owned equity of a Sino-foreign joint venture is transferred for free, it shall submit the relevant resolutions of the board of directors or other legally binding documents.
Article 8 SASAAC SASAC shall review the matters of free transfer mainly from the following aspects:
(1) The qualifications of the transferor and the property rights of the transferred enterprise are clear;
(two) in line with the main business and development planning of the central enterprises, which is conducive to improving the core competitiveness of enterprises;
(three) the decision-making procedures of the parties to the transfer are legal and compliant, and the relevant documents are complete and effective;
(4) The terms of the relevant risk prevention and control and transfer agreements are complete, and there are no possible disputes.
Article 9 These Guidelines shall come into force as of the date of promulgation.