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The transfer of equity in state-owned enterprises involves special provisions on the supervision of state-owned assets, and must comply with the provisions of the "Company Law" on equity transfer. According to the "Company Law of the People's Republic of China" and "State-owned Assets of Enterprises" According to the Interim Regulations on Supervision and Management, the Interim Measures for the Management of Transfer of State-owned Property Rights of Enterprises, as well as the provisions on the transfer of state-owned equity to management and the transaction rules of the corresponding property rights trading institutions, for the transferor, state-owned equity transactions can be divided into the following Steps:
1. Preliminary Approval
The transferor shall formulate a "Transfer Plan" based on the basic information such as the amount of the equity transfer, transaction method, transaction results, etc., and submit it to the state-owned property rights authority. After obtaining approval for the transfer of state-owned equity, proceed to the next step.
2. Liquidation and verification of assets
The transferor shall organize the liquidation and verification of assets and capital (if the transfer of the state-owned property rights of the invested enterprise causes the transferor to no longer have a controlling position, it shall be supervised by the state-owned assets at the same level The management agency organizes the asset liquidation and capital verification), and prepares a balance sheet and asset transfer inventory based on the results of the asset liquidation and capital verification.
3. Audit evaluation
Entrust an accounting firm to conduct a comprehensive audit, and entrust an asset appraisal agency to conduct asset evaluation on the basis of asset verification and audit. (After the evaluation report is approved or filed, it will be used as a reference for determining the transfer price of the state-owned equity of the enterprise)
IV. Internal decision-making
The enterprise to which the equity is transferred shall convene a shareholders' meeting to discuss the equity transfer. Internal review, (if the agreement transfer method is adopted, the approval of the state-owned assets management department should be obtained, the transferor and the transferee should initial the transfer contract, and review it in accordance with the company's internal decision-making procedures), form a resolution agreeing to the equity transfer, and other shareholders Commitment to waive right of first refusal. If the legitimate rights and interests of employees are involved, the opinions of the Workers' Congress should be heard, and a resolution of the Workers' Congress approving the transfer should be formed.
5. Apply for listing
Select a qualified property rights trading institution, apply for listing and trading, and submit copies of the legal person business licenses of the transferor and the transferred enterprise, as well as copies of the transferor and transferred enterprise State-owned property registration certificate, resolution of the shareholders' meeting of the transferred enterprise, approval from the competent authority for the transfer of equity, legal opinion from a law firm, audit report, asset appraisal report and other written materials required by the exchange.
6. Signing the Agreement
After the transfer is completed, the transferor and the transferee sign an equity transfer contract and obtain a property rights transaction certificate issued by a property rights trading institution.
7. Approval and Filing
The transferor shall submit written materials related to the equity transfer to the state-owned property rights authority for filing and registration.
8. Property Rights Registration
The transferor and transferee shall handle the property rights registration procedures with the property rights transaction certificate issued by the property rights trading institution and the corresponding materials.
9. Change procedures
After the transaction is completed, the target company will modify the "Articles of Association" and shareholder list, and register the change with the industrial and commercial administration department