The State -owned Assets Supervision and Administration Commission of the State Council conducts questions on the "Notice on the Circulation of State -owned Assets Transactions"

In order to meet the needs of state -owned capital layout and structural adjustment in the new development stage, improve the efficiency of state -owned asset allocation, continue to regulate the transfer of state -owned assets transactions, and prevent loss, on May 16, 2022, the State -owned Assets Supervision Commission issued the "related matters related to the transfer of state -owned asset transactions of enterprises Notice "(State -owned Assets Issuance Property Rights Regulations [2022] No. 39, hereinafter referred to as" Notice "). The relevant questions in the execution of the "Notice" are answered as follows:

Question: What are the cases where the state -owned capital regulatory agency is approved by a non -public agreement to transfer property rights?

Answer: Article 31 of the "Measures for the Supervision and Administration of State -owned Assets Transaction" (Order of the Ministry of Finance of the SASAC, hereinafter referred to as the following referred to) stipulates that the main business involves the main industry and the lifeblood of the national economy and the lifeblood of the national economy. If the reorganization and integration of enterprises has special requirements for transferee, and the property rights need to be transferred between state -owned and state -owned controlling enterprises, they can be transferred by non -public agreement by state -owned assets supervision and management institutions (hereinafter referred to as state -owned assets supervision institutions). In order to better promote the adjustment and professional integration of the layout between state -owned enterprises, the "Notice" has increased major matters such as the optimization and structural adjustment of state -owned capital layout led by the government or state -owned assets supervision institutions, as well as professional reorganization. The transfer between the state -funded enterprises and its holding enterprises can be carried out by agreement. The transfer of state -owned property rights for enterprises is the transferor. Therefore, the "government" in Article 1 of the "Notice" refers to the same or higher government of the state -funded enterprise affiliated by the transferor. The state -owned asset supervisory institutions of state -funded enterprises shall be approved by the state -owned asset supervision institutions of the same level by the transferor of the transfer party.

Question: Is the main industry and key areas that are related to national security and national economic lifeline, and whether the property rights transfer and capital increase of sub -enterprises that mainly undertake major special tasks must be submitted to the state -owned capital regulatory agency for approval?

Answer: Article 8 and 35 of Order 32 stipulates that the main business is in important industries and key areas that are related to national security and the lifeblood of the national economic life. Enterprise reports the approval of state -owned assets supervision agencies at the same level. In order to promote the adjustment of the internal structure of the state -funded enterprise, the property rights involved in the above -mentioned enterprises are transferred between the group company and its holding subsidiaries, the group company and its holding subsidiaries participate in the capital increase, and the original shareholders of the company's original shareholders will be approved ; Other circumstances are still approved by the state -owned assets regulatory agency. In the situation approved by the state -owned assets regulatory agency, if the entry transaction is involved, the transferor (capital increase enterprise) shall be officially disclosed by the state -owned asset supervisory institution on the necessity of transactions and the company's equity structure arrangement.

Question: What materials should be submitted to the state -owned property rights involved in the issuance infrastructure from the state -owned assets regulatory agency to apply for the issuance infrastructure? What are the key points of the review of state -owned assets supervision institutions?

Answer: Enterprises shall be submitted to the relevant requirements of Article 33 of Order 32. State -owned assets supervision agencies focus on the issuance of the ownership of the underlying assets, and the state -funded enterprise's evaluation and preparation of relevant assets, whether the REITS issuance price determination mechanism is conducive to safeguarding state ownership, relevant asset operation management responsibilities and risk prevention measures.

Q: Is Article 5 of the "Notice" applied to the transfer of shares and physical asset transfer by the listed company held by state -owned shareholders?

Answer: The "corporate property rights" in Article 5 include the shares of listed companies, which involve the transfer of physical assets.

- END -