1, state-owned shares and state-owned enterprises

According to the Interim Measures for the Administration of State-owned Equity of Joint Stock Limited Companies issued by the State Administration of State-owned Assets and the State Economic Restructuring Commission10.3, 1994, 165438 (these Provisions are applicable to limited liability companies by reference), the shares that have the right to contribute to the joint stock company on behalf of the state or that are obtained according to legal procedures are state shares. Registered as the shares held by the institution or department in a joint-stock company' The shares formed by state-owned enterprises, institutions and other units with legal personality to a joint-stock company independently of themselves or in accordance with legal procedures are state-owned legal person shares, which are registered as shares held by state-owned enterprises, institutions and other units in the equity registration of joint-stock companies. State-owned shares and state-owned corporate shares are collectively referred to as state-owned shares. According to the Interim Regulations on the Supervision and Administration of State-owned Assets of Enterprises promulgated and implemented in the State Council on May 27th, 2003, state-owned and state-holding and shareholding enterprises are determined and announced by the people's governments of the State Council, provincial, municipal and autonomous prefectures as investors.

2. Requirements for the transfer of state-owned shares

According to the Interim Measures for the Administration of State-owned Equity of Joint Stock Limited Companies, the Interim Regulations on the Supervision and Administration of State-owned Assets of Enterprises and the Interim Measures for the Administration of State-owned Equity Transfer of Enterprises promulgated by SASAC and the Ministry of Finance and implemented on February/Kloc-0, 2004, the equity transfer of China, a limited liability company, shall meet the following requirements:

(a) in line with laws, administrative regulations and policies, which is conducive to the strategic adjustment of the layout and structure of the state-owned economy and can promote the optimal allocation of state-owned capital;

② The ownership of trading equity is clear;

(three) in the property rights trading institutions established according to law;

(four) by auction, tender, transfer agreement or other means as prescribed by laws and administrative regulations;

(5) The state-owned assets supervision and administration institution or the investor agrees (if the transfer of all or part of the state-owned shares causes the state to lose control, it shall be approved by the government at the same level).

3. State-owned shares transfer procedures

① Internal review. It is necessary to do a good job in the feasibility study of the transfer of state-owned shares of enterprises, review them in accordance with internal decision-making procedures, and form a written resolution. The equity transfer 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 workers' congress of the transferred enterprise, and the placement of employees shall be discussed and approved by the workers' congress.

(2) examination and approval by investors.

The state-owned assets supervision and administration institution decides the transfer of state-owned shares of the invested enterprises. Among them, the transfer of state-owned shares of enterprises leads to the state no longer having a controlling position, which shall be reported to the people's government at the corresponding level for approval.

The invested enterprise decides to transfer the state-owned shares of its subsidiaries, but the major transfer of the state-owned shares of important subsidiaries shall be reported to the state-owned assets supervision and administration institution at the same level and countersigned by the financial department for approval. Among them, the examination and approval matters involving government social management need to be reported to the relevant government departments for examination and approval in advance.

③ Asset verification and audit. After the transfer of state-owned equity of an enterprise is approved or decided, the transferor shall organize the target company to carry out assets verification in accordance with relevant regulations, prepare a balance sheet and an asset transfer list 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 transferred target enterprise in accordance with relevant state regulations). If the transferor no longer has a controlling position due to the transfer of the state-owned equity of the invested enterprise, the state-owned assets supervision and administration institution at the same level shall organize assets verification and entrust social intermediary institutions to carry out related business.

④ Asset appraisal. On the basis of asset verification and audit, the transferor shall entrust an asset appraisal institution to conduct asset appraisal. After approval or filing, the evaluation report will be used 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 90% of the evaluation result, the transaction should be suspended and the transaction can be continued only with the consent of the relevant property right transfer examination and approval authority. Without evaluation, the validity of the share transfer agreement will not be affected. The people's court shall support the obligee's claim to supplement the assessment and make up the difference. If the transferee claims to terminate the transfer agreement because the difference that needs to be made up is too high, the people's court shall allow it.

⑤ Information disclosure and collection of the transferee. The transferor shall entrust the equity transfer announcement to the property rights trading institution to publish 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 on the transfer of state-owned equity of enterprises, and solicit opinions from the transferee. The announcement period of property right transfer is 20 working days.

The disclosed transfer information shall include the following contents: a. Basic information of the transfer object; B. the composition of property rights of the target enterprise; C. Internal decision-making and approval of equity transfer; D. Data of main financial indicators of the target company recently audited; 5. Approval or filing of assets appraisal of the target company; (six) the basic conditions that the transferee should have; Other matters that need to be disclosed.

⑥ Sign the transfer agreement.

A. Agreement mode: If only one transferee is produced after public solicitation or approval by the state-owned assets supervision and administration institution according to relevant regulations, it can be transferred by agreement. If the key industries and fields of the national economy have special requirements for the transferee, the state-owned equity of the enterprise will be transferred to the state-owned property right of its holding enterprise in the asset reorganization, and it can also be transferred by agreement after being approved by the state-owned assets supervision and administration institution at or above the provincial level.

If the agreement is transferred, the transferor shall fully negotiate with the transferee, properly handle the related matters involved in the transfer according to law, initialled the equity transfer contract, and conduct audit according to the internal decision-making procedures.

B auction/bidding mode: when more than two transferees are produced by public solicitation, the transferor shall negotiate with the property rights trading institution and organize the implementation of equity transactions by auction or bidding according to the specific conditions of the transferee. After the transfer of state-owned equity of an enterprise is completed, the transferor and the transferee shall sign an equity transfer contract and obtain the property right transaction certificate issued by the property right transaction institution.

If the transfer of state-owned equity of an enterprise results in the transferor no longer holding a controlling position, when signing the equity transfer contract, the transferor shall negotiate with the transferee to put forward the enterprise restructuring plan, including the plan of giving priority to the employees of the target enterprise under the same conditions.

⑦ Fulfill the transfer agreement.

In principle, the transferee shall pay the equity transfer price in one lump sum. If the amount is large, it is really difficult to pay in one lump sum, and installment payment can be adopted. If installment payment is adopted, the down payment of the transferee shall not be less than 30% of the total price and shall be paid within 5 working days from the effective date of the contract; The remaining funds provide legal guarantee, and the interest during the deferred payment period shall be paid to the transferor at the bank loan interest rate for the same period, and the payment period shall not exceed 1 year.

The transferor and the transferee shall, on the strength of the property right transaction certificate issued by the property right transaction institution, handle the relevant property right registration formalities in a timely manner in accordance with the relevant provisions of the state. If the transfer of state-owned property rights of an enterprise results in the transferor no longer holding a controlling position, it shall handle the labor relations with employees in accordance with the relevant policies and regulations, solve the related expenses such as the arrears of employees' wages and unpaid social insurance premiums by the target enterprise, and do a good job in the continuation of the social insurance relations of enterprise employees. The net income from the transfer of state-owned property rights of enterprises shall be handled in accordance with relevant state regulations.