Notice of the Ministry of Finance on Relevant Issues concern
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Notice of the Ministry of Finance on Relevant Issues concerning the Implementation of the Administrative Measures for the Transfer of State-owned Assets of Financial Enterprises (No. 178 [2009] of the Ministry of Finance) To further implement the Administrative Measures for the Transfer of State-owned Assets of Financial Enterprises (Order No. 54 of the Ministry of Finance, hereinafter referred to as the “Measures”), regulate the transfer of state-owned assets of financial enterprises, promote the orderly transfer of state-owned financial assets, and strengthen the public finance departments' supervision and administration on the transfer of state-owned financial assets, we hereby notify you of the relevant issues as follows: |
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I. Clarifying the responsibilities to do a good job in the implementation of various provisions The Measures have provided for the procedures for the transfer of state-owned assets of financial enterprises, and clarified the responsibilities of public finance departments, state-owned and state-controlled financial enterprises, property right trading institutions and social intermediary institutions. All relevant entities shall do a good job in the implementation of the Measures under the principles of clear responsibilities, standardized operation, strict control and effective supervision. |
| (1) The local public finance departments shall strengthen the administration of transfer of state-owned financial assets. The public finance departments (bureaus) of all provinces, autonomous regions, municipalities directly under the Central Government, and cities under separate state planning (hereinafter referred to as the “provincial public finance departments”) shall, according to the Measures and in light of the actualities of their own regions, formulate the measures for implementing the administration of transfer of state-owned assets of financial enterprises directly under them and the subsidiaries thereof, and file these measures with this Ministry. |
| (2) The financial enterprises directly under the Central Government shall strictly implement the Measures. The state-owned and state-controlled financial enterprises directly under the Central Government shall research on and formulate the implementation measures and working procedures for the administration of transfer of state-owned assets of their group (controlling) enterprises, and file them with this Ministry for archival purposes; arrange the functional departments and personnel in the enterprises taking charging of the supervision of state-owned assets transfer, and clarify the work responsibilities; strengthen the administration and examination of the transfer of state-owned assets by the subsidiaries at all levels, conduct follow-up supervision of all work links in the property right trading institutions and securities trading system, so as to effectively protect the rights and interests of owners, and prevent the loss of state-owned assets. |
| (3) The property right trading institutions should earnestly perform their duties. All property right trading institutions undertaking the transfer of the property rights of state-owned assets of financial enterprises shall actively cooperate with the public finance departments in doing well the training, publicity, collection and summary of trading information; earnestly do a good job in the examination of the qualifications of participants of property right trading, information disclosure, registration of transferee with intent, organization and implementation of public bidding, transaction settlement, issuance of certificates for property right trading, keeping of property right trading files, collection and summary of trading information, etc.; shall not include contents with clear tendency or going against fair competition in the transfer terms and conditions put forward in the announcement of property right transfer; and shall strengthen the communication and coordination among themselves, and seek ways to work out uniform operational rules for the trading of property rights of state-owned assets of financial enterprises. |
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II. Enhancing understanding and strictly implementing the floor trading system for the transfer of state-owned assets Public finance departments at all levels and all state-owned and state-controlled financial enterprises directly under the Central Government shall fully understand the significance of floor trading of state-owned financial assets, strictly control the scope of direct agreement-based transfer, effectively implement the floor trading system, make full use of property right trading institutions and the securities trading system, shorten the chain of investment management, promote the orderly transfer of state-owned financial assets, and ensure the fairness, impartiality and openness in the transfer of state-owned assets of financial enterprises. |
| (1) Selection and supervision of property right trading institutions. All provincial public finance departments shall attach great importance to and do a good job in the selection of property right trading institutions undertaking the trading of state-owned assets of financial enterprises. The provincial public finance departments shall, according to the Measures, determine a list of provincial property right trading institutions undertaking the trading of state-owned assets of financial enterprises of their regions as soon as possible, and recommend one property right trading institution to undertake the transfer of state-owned assets of financial enterprises directly under the Central Government. After the completion of selection and recommendation, all provincial public finance departments shall announce the basic information about the trading institutions selected and recommended to the public through proper means, and file them with this Ministry before the end of March of 2010; strengthen daily supervision and administration of the property right trading institutions undertaking the trading business especially those undertaking the transfer of state-owned assets of financial enterprises directly under the Central Government. For any property right trading institution which does not meet the basic conditions for engaging in the trading of state-owned property rights of financial enterprises as prescribed in the Measures, or one which makes falsification, neglects duties, or damages national interests or the legitimate rights and interests of the parties to transaction during the trading activities, the public finance department shall immediately terminate its qualification for engaging in the trading of state-owned assets of financial enterprises and announce it to the public. |
| (2) The scope of the property right trading institutions to be selected by the financial enterprises directly under the Central Government. The transfer of state-owned property rights of non-listed enterprises by state-owned and state-controlled financial enterprises directly under the Central Government shall be conducted under the principle of maximum proceeds and trade facilitation in the China Beijing Equity Exchange, Tianjin Property Rights Exchange, Shanghai United Assets and Equity Exchange, Chongqing United Assets and Equity Exchange, and the provincial property right trading institutions recommended and determined by the provincial public finance departments, and shall not be restricted by region, sector, contribution or affiliation. |
| (3) Several special provisions on the transfer of state-owned property rights of non-listed enterprises. The term “important sectors” as mentioned in the Measures refers to the sectors including finance, military industry, grid and electric power, petroleum and petrochemical, telecommunications, coal, civil aviation, and shipping. The term “key subsidiaries” means that the state-owned and state-controlled financial enterprises have the controlling rights over the companies involved in the aforesaid sectors and have the controlling rights over listed companies. According to the Measures, the transfer of state-owned property rights relating to key subsidiaries shall be subject to the examination of the public finance departments; the planned transfer of the property rights of a key subsidiary held by a company which is established at home or overseas by a state-owned or state-controlled financial enterprise for special purpose shall be subject to the examination of the public finance department; the planned transfer of the property rights of a non-listed subsidiary established overseas by a state-controlled financial enterprise shall be conducted in any property right trading institution as prescribed in the Measures in principle. If the transferee with intent can not be sought due to objective conditions indeed, the transfer may be conducted directly by agreement after adequate inquiry and upon the examination and approval of the competent public finance department. |
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III. Improving the procedures and regulating the transfer of state-owned assets of financial enterprises The public finance departments at all levels and all the state-owned and state-controlled financial enterprises directly under the Central Government shall, during the course of boosting the adjustment of layout and structure of the state-owned financial assets and promoting the reasonable circulation of state-owned financial capital, strictly regulate the transfer of state-owned assets of financial enterprises according to the Measures. |
| (1) Strengthening the administration in the whole process of the transfer of state-owned assets of financial enterprises. The state-owned and state-controlled enterprises shall strictly perform the internal decision-making procedures and examination and approval procedures; do a good job in the financial audit and asset evaluation according to the relevant provisions, and take the evaluation value as a reference for the transfer price; adhere to the transfer of assets in the open market, ensure the complete disclosure of information on transfer, and prevent black case work; timely do a good job in the collection of transfer payment, transfer authentication, and property right registration. Where the transfer of the state-owned equity of a listed company is involved, the relevant provisions of the securities regulatory departments shall be conformed to. |
| (2) Strengthening the combination of all kinds of basic work of the administration of state-owned financial assets. The public finance departments at all levels shall do a good job in the administration of property right registration of state-owned assets of financial enterprises and asset evaluation involved in the asset transfer, and strengthen the cooperation in all basic work of administration of state-owned financial assets. |
| (3) Strengthening the supervision and inspection of the transfer activities of state-owned financial assets. The Ministry of Finance shall be responsible for supervising and inspecting the transfer of assets of state-owned and state-controlled financial enterprises of all provinces and those directly under the Central Government, and shall seriously punish those violating laws and regulations, according to the relevant provisions. All state-owned and state-controlled financial enterprises directly under the Central Government shall effectively perform the relevant regulatory duties through examination, supervision and inspection on the links prior to, during and after the transfer of state-owned assets of subsidiaries at all levels. |
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IV. Strengthening the administration of information and establishing a sound reporting system for the transfer of state-owned assets of financial enterprises In order to do a good job in the statistical analysis of the information on transfer of state-owned assets of financial enterprises, the provincial public finance departments and the state-owned and state-controlled financial enterprises directly under the Central Government shall make full use of the information technology, research on and establish basic information databases of state-owned financial assets transfer, and completely control the relevant information on transfer of state-owned assets of the enterprises under them. |
| (1) Doing a good job in the regular reporting of information. Before the end of March of each year, the provincial public finance departments and the state-owned and state-controlled financial enterprises directly under the Central Government shall collect and summarize the information on transfer of state-owned assets of financial enterprises in the previous year and report it to this Ministry. |
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(2) Doing a good job in the research and reporting. The public finance departments at all levels and state-owned financial enterprises shall focus on understanding and summarizing new situation and problems which occur in the transfer of state-owned assets, and report the relevant important information and major problems to this Ministry in a timely manner. Ministry of Finance December 27, 2009 |
