Article 1 In order to regulate the transfer of enterprise state-owned property rights, to prevent the loss of state-owned assets, according to the "Provisional Regulations on the Supervision and Administration of State-owned Assets of Enterprises" and the relevant provisions of the State, combined with the actual situation in the city, the formulation of these measures.
Second Article The enterprise state-owned property rights referred to in these measures, refers to the state of the enterprise in various forms of investment in the formation of the rights and interests, state-owned and state-controlled enterprises of various investments in the formation of the rights and interests, as well as other rights and interests recognized by law as the state-owned.
Article 3: These Measures shall apply to the activities of the state-owned assets supervision and management agencies, state-owned and state-controlled enterprises (hereinafter collectively referred to as the transferor) in the city in transferring the state-owned property rights of the enterprises in their possession for a fee, as well as in transferring the important rights of property, large amount of debts, intellectual property rights and other types of property rights to the domestic and foreign natural persons, legal persons or other organizations (hereinafter collectively referred to as the transferee).
The specific criteria for important property rights and large debts shall be separately formulated by the municipal state-owned assets supervision and management agency and reported to the Municipal People's Government for the record.
The transfer of state-owned equity in listed companies shall be carried out in accordance with the relevant state regulations.
The transfer of state-owned property rights of financial enterprises shall be subject to the provisions of the State if the State provides otherwise.
Article 4 The municipal state-owned assets supervision and management agency is responsible for the supervision and management of the transfer of state-owned property rights of enterprises in the city.
Departments or organizations of the people's governments of counties and districts (autonomous counties) that are responsible for the supervision and management of state-owned assets shall be responsible for the supervision and management of the transfer of state-owned property rights of the enterprises at the same level, and at the same time shall be subject to the guidance and supervision of the municipal supervisory and management agency for state-owned assets.
Finance, industry and commerce, land and housing management, public security, supervision and other relevant administrative departments are responsible for the supervision and management of the transfer of enterprise state-owned intellectual property rights within their respective areas of responsibility.
Article 5 The transfer of enterprise state-owned property rights shall follow the principles of openness, fairness, justice and honesty and credit, and protect the legitimate rights and interests of the state and other parties.
Article 6 The state-owned assets supervision and management agencies shall establish a system for reporting complaints about illegal transfer of enterprise state-owned property rights.
The state-owned property rights of enterprises in the process of transfer of disciplinary violations of law shall be rewarded by the supervision and management of state-owned assets.
Article VII of the enterprise state-owned property rights ownership relationship is not clear or there are ownership disputes, shall not be transferred.
The transfer of enterprise state-owned property rights with security rights shall be in accordance with the relevant provisions of the Law of the People's Republic of China on Property Rights and the Law of the People's Republic of China on Guarantees.
Article 8 The transfer of enterprise state-owned property rights shall be in accordance with the enterprise's internal decision-making procedures for the transfer program to make a decision.
The transfer of property rights of a wholly state-owned enterprise shall be considered by the board of directors; however, the transfer of property rights of a wholly state-owned enterprise that has not undergone corporate transformation shall be considered by the general manager's (plant manager's) office meeting. Involving the legitimate rights and interests of employees, the transfer of the subject enterprise shall hear the views of the staff (representative) meeting, the staff resettlement and other matters shall be discussed and approved by the staff (representative) meeting.
Article IX transfer of enterprise state-owned property rights shall generally contain the following contents:
(1) the transfer of the subject enterprise state-owned property rights of the basic situation;
(2) the transfer of enterprise state-owned property rights of the relevant argumentation;
(3) transfer of the subject enterprise involved in the enterprise's location by the labor security administrative department of the review of the staff resettlement program;
(4) the transfer of the subject enterprise state-owned property rights shall be discussed at the staff (representative) meeting.
(4) the claims and debts involved in the enterprise subject to the transfer, including the treatment plan for the debts owed to the employees;
(5) the disposal plan for the proceeds from the transfer of enterprise state-owned intellectual property rights;
(6) the main contents of the announcement of the transfer of enterprise state-owned intellectual property rights.
The transfer of enterprise state-owned equity resulting in the transferor no longer has a controlling position, shall be accompanied by a resolution of the staff (representative) meeting to consider the staff resettlement program.
Article X of the enterprise state-owned equity transfer matters decided by the enterprise's internal decision-making procedures, reported to the state-owned assets supervision and management bodies at the same level for the record, the transferor shall organize the transfer of the subject enterprise in accordance with the relevant provisions of the liquidation of assets and liabilities, according to the results of the liquidation of assets and liabilities and assets transferred to the preparation of inventories, and commissioned by accounting firms to implement a comprehensive audit (including the transfer of subject enterprise legal representatives in accordance with the relevant provisions of the state). (including the outgoing audit of the legal representative of the enterprise subject to the transfer in accordance with the relevant state regulations). The identification and write-off of asset losses shall be handled in accordance with the relevant state regulations.
With one of the following circumstances, the state-owned assets supervision and management agency at the same level may not carry out the liquidation after approval:
(i) the liquidation has been carried out, the results of which have been confirmed by the state-owned assets supervision and management agency and have not been completed for two years since the base date of the liquidation;
(ii) the subject enterprise of the transfer remains absolutely state-owned after the transfer, and the standardized accounting has been carried out in accordance with the relevant provisions of the State. standardized accounting in accordance with the relevant provisions of the State;
(3) the transfer of state-owned equity in the participating enterprise.
The transfer of state-owned equity in the funded enterprise results in the transferor no longer having a controlling position, the state-owned assets supervision and management agencies at the same level to organize the liquidation of assets and entrust social intermediaries to carry out the relevant business.
Article 11 transfer of enterprise state-owned property rights, the transferor shall commission a qualified asset appraisal organization in accordance with the relevant provisions of the asset assessment. Evaluation report approved or for the record, as a reference basis for determining the transfer price of enterprise state-owned property rights.
Article 12 The transfer of enterprise state-owned intellectual property rights shall be by auction, bidding, network bidding, etc., but the following cases can be used by agreement:
(1) the key industries and fields of the national economy have special requirements for the transferee;
(2) the transfer of state-owned enterprises in absolute control;
(3) the transfer of wholly owned state-owned enterprises between (iv) transferred to a state organ or institution;
(v) where only one transferee is generated through public solicitation in accordance with the provisions of Article 20 of these Measures.
Based on the provisions of the preceding paragraph (a), (b), (c), (d), the transfer of enterprise state-owned equity by means of agreement is subject to the approval of the municipal supervision and management agency of state-owned assets; the transfer of other state-owned property rights by agreement, in accordance with the authority of enterprise management, by the municipal supervision and management agency of state-owned assets or the people's government of the district or county (autonomous county) for approval.
Article 13 The State-owned Assets Supervision and Administration Agency shall decide on the transfer of the state-owned property rights of the funded enterprises; the funded enterprises shall decide on the transfer of the state-owned property rights of their subsidiaries (including the following enterprises), of which the major transfer of the state-owned property rights of the subsidiaries (including the following enterprises) shall be reported to the State-owned Assets Supervision and Administration Agency at the same level for approval in accordance with the management authority of the enterprises.
The specific criteria for the transfer of significant state-owned property rights of sub-enterprises (including the following enterprises) shall be separately formulated by the municipal state-owned assets supervision and management institution.
Article 14 The transfer of state-owned property rights of an enterprise shall be reported to the municipal people's government for approval in any of the following cases:
(1) the transfer of state-owned equity of a municipal enterprise with an appraisal value of 50 million yuan or more, or an enterprise of an autonomous county with an appraisal value of 20 million yuan or more, which results in the party making the transfer no longer possessing an absolutely state-owned controlling position;
(2) the transfer of state-owned equity of a prospecting right, a mining right, a mining right, a mining right, a mining right, a mining right or a mining right (B) the transfer of prospecting rights, mining rights, as well as the right to operate public **** bus passenger lines, important toll road operating rights, important scenic spots operating rights, important port operating rights and other concessions of the enterprise state-owned stock rights and cause the transferor no longer owns the state-owned absolute controlling position;
(C) the transfer of the municipal enterprises, the appraisal of the right to property in the value of more than 100,000,000 yuan, counties (autonomous counties) enterprise The appraisal value of the property rights of municipal enterprises is more than 100,000,000 yuan, and the appraisal value of the property rights of county (autonomous county) enterprises is more than 100,000,000 yuan.
The transfer of state-owned equity of an enterprise in a county (autonomous county) with an appraisal value of more than 5 million yuan but less than 20 million yuan, and the transfer of property rights of an enterprise with an appraisal value of more than 10 million yuan but less than 10 million yuan shall be submitted to the people's government of the county (autonomous county) for approval.
The standards for franchises such as the right to operate important toll roads, the right to operate important scenic spots, and the right to operate important ports shall be separately formulated by the municipal state-owned assets supervision and management agency in conjunction with the relevant departments respectively.
Article 15 The transfer of enterprise state-owned property rights involves the government to the social public **** management approval matters, need to be submitted in advance to the relevant government departments for approval.
Article 16 The decision or approval of the transfer of enterprise state-owned property rights shall review the following written documents:
(1) the relevant decisions and resolutions on the transfer of enterprise state-owned property rights;
(2) the plan for the transfer of enterprise state-owned property rights;
(3) the proof of the ownership of the enterprise state-owned property rights;
(4) legal opinions issued by a law firm or the transferor's legal opinion issued by a law firm or an enterprise legal advisor of the transferor;
(v) basic conditions that the transferee shall have;
(vi) other documents required by the authorizing agency.
Article 17 After the approval or decision on the transfer of enterprise state-owned property rights, if the transferring and transferee parties adjust the proportion of property rights transfer or there are significant changes in the enterprise state-owned property rights transfer program, it shall be re-approved in accordance with the prescribed procedures.
Article 18 The transfer of enterprise state-owned property rights shall be carried out publicly in the municipal state-owned assets supervision and management agency designated property rights trading organization or its branches, and shall comply with the rules of the property rights trading organization.
Article 19 The transfer of enterprise state-owned property rights into a property rights trading organization shall submit the following information to the trading organization:
(1) application for the transfer of enterprise state-owned property rights;
(2) proof of the eligibility of the transferring party;
(3) proof of the ownership of the enterprise state-owned property rights;
(4) the documents of the authorized institution agreeing to the transfer;
(v) the transfer specification and relevant supporting materials for the transfer specification.
The transfer specification may set forth the necessary conditions for the transferee's qualifications, goodwill, operation, financial status, management ability, and asset size.
Article 20 The transferor shall entrust the property rights transfer announcement to the property rights trading organization to be published in the newspapers and magazines of public circulation at or above the municipal level and on the website of the property rights trading organization to widely solicit transferees.
The announcement period for the transfer of state-owned equity shall be not less than 20 working days, and the announcement period for the transfer of other state-owned property rights shall be not less than 10 working days.
The announcement of the transfer of property rights shall include the following contents:
(1) the basic situation of the subject of the transfer;
(2) the composition of the property rights of the enterprise that is the subject of the transfer (limited to the transfer of state-owned equities);
(3) the internal decision-making and approval of the act of transfer of property rights;
(4) audited financial indicators of the enterprise that is the subject of the transfer (limited to the transfer of state-owned equities);
(4) audited financial data of the subject of the transfer (limited to the transfer of state-owned equities); and data (state-owned equity transfer only);
(v) approval or filing of the appraisal of the assets subject to transfer;
(vi) basic conditions to be possessed by the transferee;
(vii) other matters to be announced.
Article 21 The transfer of enterprise state-owned property rights by auction shall be carried out in accordance with the provisions of the Chinese People's **** and State Auction Law.
Article 22 The transfer of enterprise state-owned equity, the transfer price needs to be determined in the appraisal of 90% of the value of more than 50% (excluding 50%), shall obtain the consent of the supervision and management agency of state-owned assets at the same level before proceeding; the transfer price needs to be determined in the appraisal of the value of 50% of the people's government at the same level, shall obtain the consent of the people's government before proceeding.
Transfer of other state-owned property rights, the transfer price needs to be determined in the appraisal value of less than 90%, shall obtain the consent of the supervision and management of state-owned assets at the same level before proceeding.
Article 23 of the enterprise state-owned property rights in accordance with the provisions of the transfer transaction, the transferor and the transferee shall sign a contract for the transfer of enterprise state-owned property rights, and by the acceptance of enterprise state-owned property rights of the transfer of the transaction agency issued by the state-owned property rights transaction vouchers. The need for ownership registration, the transferor and the transferee with the state-owned property rights transaction voucher to the relevant departments for ownership registration.
The model text of the contract for the transfer of state-owned intellectual property rights by the municipal supervision and management of state-owned assets, the municipal administration for industry and commerce *** with the development; state-owned intellectual property rights trading vouchers supervised by the municipal supervision and management of state-owned assets.
Article 24 of the transfer of enterprise state-owned property rights shall be paid in full before the change in ownership of state-owned property rights. Need to take installment payment, the first payment should be paid within 5 days from the date of entry into force of the contract, and shall not be less than 30% of the total price, at the same time should provide a guarantee for the unpaid amount. The maximum period for settlement of installment payments shall not exceed one year.
Article 25 The net proceeds from the transfer of enterprise state-owned property rights shall be handled in accordance with the relevant state regulations.
Article 26 In the process of transfer of enterprise state-owned property rights, the transferor and the transferee have one of the following behaviors, the state-owned assets supervision and management institution at the same level or the people's government at the same level shall require the transferor to terminate the activity of transfer of property rights, and if necessary, it shall file a lawsuit to the people's court according to the law, and confirm that the act of transfer is invalid:
(1) Failure to comply with relevant provisions of the present Measures in the property rights trading institution transfer;
(ii) the transferor does not fulfill the corresponding internal decision-making and approval procedures or exceeds the authority or transfers the state-owned property rights of the enterprise without authorization;
(iii) the transferor intentionally conceals the assets that should be included in the scope of assessment, or provides false accounting information to the intermediary institution, resulting in distortion of the results of the auditing and assessment, as well as unaudited and assessed, which results in the loss of state-owned assets;
(iv) the transferor terminates the transfer activities in accordance with the relevant provisions of these Measures in the property rights trading institutions. p>
(4) the transferor and the transferee collusion, low-priced transfer of enterprise state-owned property rights, resulting in the loss of state-owned assets;
(5) the transferor fails to properly resettle the employees, continue the social insurance relations, deal with the debts owed to the employees, infringing the legitimate rights and interests of the employees;
(6) the transferor fails to implement the transfer of the subject enterprise's debt obligations in accordance with the provisions of the transfer of the debt, illegal transfer of the debt or evade the responsibility for debt settlement. or evade the responsibility of debt settlement; transfer of enterprise state-owned property rights as security without the consent of the security right holder;
(vii) the transferee to take fraud, concealment and other means to influence the transferor to sign the contract for the transfer of property rights;
(viii) the transferee in the transfer of property rights in the bidding for the transfer of malicious collusion to suppress the price, resulting in the loss of state-owned assets.
The transferring party in the preceding paragraph of the behavior of the directly responsible officer in charge and other directly responsible personnel, by the same level of state-owned assets supervision and management agencies or relevant enterprises in accordance with the authority of personnel management to give a warning, the circumstances are serious, deduct all or part of the annual salary, and also give disciplinary action; cause the loss of state-owned assets shall be compensated in accordance with the law; suspected of committing a crime, the transfer of the judicial organs to deal with.
Article 27 The state-owned assets supervision and management institutions and their staff in violation of these measures, one of the following acts, in accordance with the authority of cadre management, the competent authority shall order correction, and the main responsible person shall be given administrative sanctions; suspected of committing a crime, the transfer of the judicial organs to deal with it:
(1) unauthorized approval or use of power for private gain in the work, resulting in the loss of state-owned assets;
(ii) unlawfully interfering with the transfer of state-owned property rights;
(iii) failing to fulfill their legal duties;
(iv) utilizing their authority to illegally take possession of public **** property, soliciting or accepting bribes, or abusing their authority or neglecting their duties.
Article 28 is responsible for the supervision and management of the transfer of state-owned property rights of the relevant administrative departments and their staff in violation of the approval of the transfer of state-owned property rights, illegal registration of changes in the ownership of state-owned property rights, and failure to perform the supervision and management of the transfer of state-owned property rights, resulting in losses of state-owned assets, shall be investigated for the responsibility of the relevant personnel; suspected of committing a crime, be transferred to the judicial organs for processing.
Article 29 of the property rights trading institutions in the enterprise state-owned property rights trading fraud or negligence, damage to the national interests or the legitimate rights and interests of the parties to the transaction, by the competent authorities shall be investigated for the responsibility of the directly responsible person.
Article 30 The implementation of enterprise management institutions, the operating state-owned property rights held by them to natural persons, legal persons or other organizations within or outside the territory of the activities of the paid transfer, in accordance with the implementation of these Measures, the competent departments to perform the duties of examination and approval.
Article 31 The concomitant transfer of land use rights of state-owned and state-controlled enterprises and institutions under entrepreneurial management in connection with mergers and acquisitions, equity transfers and real estate transfers shall be carried out in accordance with the present Measures; transactions of other land use rights shall be carried out in accordance with the relevant provisions of the State and the People's Government of the Municipality.
Article 32 The disputes between the two parties to the property rights transaction in the process of property rights transaction, you can apply to the property rights trading organization for mediation; you can also apply for arbitration or to the people's court in accordance with the law.
Article 33 The terms "above", "below" and "within" in these Measures, unless otherwise specified, include the present number.
Article 34 These Measures shall come into force on February 1, 2009. The Interim Measures for the Transfer of Operational State-owned Property Rights in Chongqing Municipality shall be repealed at the same time.