The transfer of state-owned property rights of enterprises shall be well studied, deliberated in accordance with internal decision-making procedures, and a written resolution shall be made.

the transfer of property rights of a wholly state-owned enterprise shall be reviewed by the general manager's office meeting. 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 considered by the general manager's office meeting. Involving the legitimate rights and interests of employees, it shall listen to the opinions of the employees' congress of the enterprise subject to transfer, and the resettlement of employees shall be discussed and approved by the employees' congress. According to the approval procedures stipulated in the present Measures, after the transfer of state-owned property rights of enterprises is approved or decided, the transferor shall organize the transfer target enterprise to carry out assets verification in accordance with the relevant provisions, prepare the balance sheet and asset transfer inventory according to the results of assets verification, and entrust an accounting firm to conduct a comprehensive audit (including the outgoing audit of the legal representative of the transfer target enterprise in accordance with the relevant provisions of the state). The identification and write-off of asset losses shall be handled in accordance with the relevant provisions of the state.

if the transferor no longer holds a controlling position due to the transfer of the state-owned property rights of the invested enterprise, the state-owned assets supervision and administration institution at the same level shall organize the assets verification and entrust social intermediary institutions to carry out relevant business.

social intermediary institutions should perform their business independently and impartially according to law. Enterprises and individuals shall not interfere with the normal practice of social intermediary institutions. On the basis of assets verification and audit, the transferor shall entrust an asset appraisal institution with relevant qualifications to conduct asset appraisal in accordance with relevant state regulations. After the appraisal report is approved or put on record, it will serve as a reference for determining the transfer price of state-owned property rights of enterprises.

in the process of property right transaction, when the transaction price is lower than 9% of the evaluation result, the transaction should be suspended and can be continued only after obtaining the consent of the relevant property right transfer approval authority. The transferor shall entrust the property rights transfer announcement to the property rights trading institution to be published on the websites of economic or financial newspapers and property rights trading institutions publicly issued at or above the provincial level, publicly disclose the information about the transfer of state-owned property rights of enterprises, and widely solicit the transferee. The announcement period of property right transfer is 2 working days.

The information on the transfer of state-owned property rights of enterprises disclosed by the transferor shall include the following contents:

(1) Basic information on the transfer target;

(2) the composition of the property rights of the target enterprise;

(3) the internal decision-making and approval of property right transfer;

(4) the audited main financial index data of the transfer target enterprise;

(5) the appraisal, approval or filing of the assets of the transfer target enterprise;

(6) the basic conditions that the transferee should have;

(7) other matters that need to be disclosed. When collecting the transferee, the transferor may put forward the necessary transferee conditions for the transferee's qualification, business reputation, operation, financial status, management ability and asset scale.

Generally, the transferee shall meet the following conditions:

(1) It has good financial status and ability to pay;

(2) having good commercial credit;

(3) If the transferee is a natural person, it shall have full capacity for civil conduct;

(4) Other conditions stipulated by national laws and administrative regulations. When more than two transferees are produced through public solicitation, the transferor shall negotiate with the property right transaction institution and organize the implementation of property right transaction by auction or bidding according to the specific conditions of the transfer target.

the transfer of state-owned property rights of enterprises by auction shall be organized and implemented in accordance with the Auction Law of the People's Republic of China and relevant regulations.

the transfer of state-owned property rights of enterprises by means of bidding shall be organized and implemented in accordance with relevant state regulations.

after the transfer of state-owned property rights of an enterprise is completed, the transferor and the transferee shall sign a property right transfer contract and obtain a property right transaction certificate issued by the property right transaction institution. If only one transferee is produced through public solicitation or approved by the state-owned assets supervision and administration institution in accordance with relevant regulations, it may be transferred by agreement.

in the case of agreement transfer, the transferor shall fully negotiate with the transferee, properly handle the relevant matters involved in the transfer according to law, and then initialled the property right transfer contract, and conduct deliberation according to the procedures specified in Article 11 of these Measures. The contract for the transfer of state-owned property rights of an enterprise shall include the following main contents:

(1) the names and residences of both the transferor and the transferee;

(2) Basic information on the transfer of state-owned property rights of the target enterprise;

(3) the employee placement plan involved in the transfer of the target enterprise;

(4) the creditor's rights and debts involved in the transfer of the target enterprise;

(5) transfer method, transfer price, time and method of payment of the price and payment terms;

(6) delivery of property rights;

(7) the relevant tax burden involved in the transfer;

(8) ways to solve contract disputes;

(9) liabilities of the parties to the contract for breach of contract;

(1) Conditions for contract modification and dissolution;

(11) Other terms deemed necessary by both parties.

if the transfer of the state-owned property rights of an enterprise results in the transferor no longer having a controlling position, when signing a property rights transfer contract, the transferor shall negotiate with the transferee to propose a plan for enterprise restructuring, including a plan for giving priority to the employees of the transferred enterprise under the same conditions. The transferee shall pay the full price of the transfer of state-owned property rights of enterprises in accordance with the stipulations of the property rights transfer contract.

in principle, the transfer price should be paid in one lump sum. If the amount is large and it is really difficult to pay in one lump sum, the installment payment can be adopted. If installment payment is adopted, the transferee's down payment shall not be less than 3% of the total price, and shall be paid within 5 working days from the effective date of the contract; The remaining funds shall be provided with legal guarantee, and the interest during the deferred payment period shall be paid to the transferor according to the bank loan interest rate of the same period, and the payment period shall not exceed one year. If the transfer of state-owned property rights of enterprises involves the change of the nature of state-owned shares of listed companies or the transfer of actual control rights, it shall abide by the laws, administrative regulations and provisions of relevant regulatory authorities.

if there are other provisions of the state on the management of the transfer of state-owned shares of unlisted joint stock limited companies, those provisions shall prevail. To decide or approve the transfer of state-owned property rights of enterprises, the following written documents shall be examined:

(1) relevant resolutions on the transfer of state-owned property rights of enterprises;

(2) the transfer plan of state-owned property rights of enterprises;

(3) property right registration certificate of state-owned assets of the transferor and the target enterprise;

(4) legal opinions issued by law firms;

(5) the basic conditions that the transferee should meet;

(6) Other documents required by the approving agency. Generally, the plan for the transfer of state-owned property rights of an enterprise shall include the following contents:

(1) Basic information about the transfer of state-owned property rights of the target enterprise;

(2) the relevant demonstration of the transfer of state-owned property rights of enterprises;

(3) the employee placement plan involved in the transfer of the target enterprise and audited by the administrative department of labor and social security where the enterprise is located;

(4) the disposal plan for the creditor's rights and debts involved in the transfer of the target enterprise, including debts owed to employees;

(5) the disposal plan of the proceeds from the transfer of state-owned property rights of enterprises;

(6) the main contents of the announcement on the transfer of state-owned property rights of enterprises.

if the transferor no longer holds a controlling position due to the transfer of the state-owned property rights of the enterprise, relevant creditor-debtor agreements agreed in writing by the creditor-debtor financial institutions, resolutions of the workers' congress to consider the employee resettlement plan, etc. shall be attached. In the process of transferring the state-owned property rights of enterprises, if the transferor, the target enterprise and the transferee commit any of the following acts, the state-owned assets supervision and administration institution or the relevant approval institution for the transfer of state-owned property rights of enterprises shall require the transferor to terminate the property rights transfer activities, and if necessary, bring a lawsuit to the people's court according to law to confirm that the transfer behavior is invalid.

(1) Failing to conduct transactions in property rights trading institutions in accordance with the relevant provisions of these Measures;

(2) The transferor and the target enterprise fail to perform the corresponding internal decision-making procedures and approval procedures, or transfer the state-owned property rights of the enterprise without authorization;

(3) The transferor and the target enterprise intentionally conceal the assets that should be included in the scope of evaluation, or provide false accounting information to the intermediary institutions, resulting in distorted audit and evaluation results, and the loss of state-owned assets without audit and evaluation;

(4) The transferor colludes with the transferee to transfer the state-owned property right at a low price, resulting in the loss of state-owned assets;

(5) The transferor and the target enterprise of the transfer fail to properly arrange the employees, continue the social insurance relationship, handle the debts owed to the employees and fail to pay the unpaid social insurance premiums according to the regulations, thus infringing upon the legitimate rights and interests of the employees;

(6) the transferor fails to implement the creditor's rights and debts of the target enterprise according to the regulations, illegally transfers the creditor's rights or evades the debt repayment responsibility; Where the state-owned property right of an enterprise is used as a guarantee, the state-owned property right is transferred without the consent of the secured party.

(7) The transferee influences the transferor's choice and the signing of the property right transfer contract by means of fraud or concealment;

(8) The transferee maliciously colludes to lower the price in the bidding and auction of property rights transfer, resulting in the loss of state-owned assets.

The person in charge and other directly responsible personnel who are directly responsible for the transferor and the target enterprise in the above acts shall be given a warning by the state-owned assets supervision and administration institution or relevant enterprises according to the personnel management authority. If the circumstances are serious, disciplinary action shall be given, and those who cause losses to state-owned assets shall be liable for compensation; If the state-owned assets are lost due to the responsibility of the transferee, the transferee shall compensate the transferor for the economic losses according to law; If the case constitutes a crime, it shall be transferred to judicial organs for criminal responsibility. These Measures shall come into force as of February 1, 24.