基础法律英语辅导热招
您的位置:外语教育网 > 法律英语 > 英文法规 > 正文

关于印发《企业国有产权向管理层转让暂行规定》的通知 Assignment of State-owned Assets and Equities of Enterprises to Management Tentative Provisions

2006-05-12 17:22   我要纠错 | 打印 | 收藏 | | |

国资发产权[2005]78号

(Issued by the State-owned Assets Supervision and Administration Commission of the State Council and Ministry of Finance on 11 April 2005.)

颁布日期:20050411  实施日期:20050411  颁布单位:国务院国有资产监督管理委员会、 财政部

  1. These Provisions have been formulated in accordance with the State Council General Office, Transmission of the Circular (Guo Ban Fa [2003] No. 96) and the Administration of the Assignment of State-owned Assets and Equities of Enterprises Tentative Procedures (State-owned Assets Supervision and Administration Commission of the State Council and Ministry of Finance Order No. 3) (hereafter, the “Tentative Procedures”) in order to further accelerate the reform of State-owned enterprises, regulate the assignment of State-owned assets and equities of enterprises and safeguard the orderly transfer of State-owned assets and equities.

  2. For the purposes of these Provisions, the term “management” means the responsible persons and other members of the leadership team of the enterprise subject to assignment or the unit that directly or indirectly holds State-owned equities of the subject enterprise; the term “assignment of State-owned assets and equities of enterprises to the management” means the act of assignment to the management or making direct or indirect investment to the management for the establishment of an enterprise for assignment.

  3. Assignment of State-owned assets and equities of small and medium-sized State-owned or State-controlled enterprises to the management may be explored by regions or departments where State-owned assets supervision and administration authorities have been established or where the principal entities and responsible entities for the value preservation and appreciation of State-owned assets have been determined by the government (unless otherwise provided for by laws, regulations and departmental rules)。

  No assignment to the management shall be made of the State-owned assets and equities of large State-owned or State-controlled enterprises and their major wholly-owned or controlled subsidiaries that engage in their main line of business or of State-owned equities in listed companies.

  4. Standards for classifying State-owned and State-controlled enterprises shall be implemented in accordance with the classification standards set out in the Issue of the Standards of Small and Medium Enterprises Tentative Provisions Circular (Guo Jing Mao Zhong Xiao Qi [2003] No. 143) by the former State Economic and Trade Commission, the former State Planning Commission, the Ministry of Finance and the State Statistics Bureau and the Classification of Small, Medium and Large-sized Enterprises for Statistical Purposes Procedures (Trial Implementation) (Guo Tong Zi [2003] No. 17) issued by the State Statistics Bureau. If there is any adjustment to the relevant national standards, the new standards shall be implemented.

  5. Assignment of State-owned assets and equities to the management shall be in strict compliance with the relevant provisions of the Tentative Procedures and shall satisfy the following requirements:

  (1) The unit holding State-owned assets and equities shall appoint an intermediary in strict accordance with State provisions to audit the enterprise subject to assignment; if the legal representative of the subject enterprise or the unit holding State-owned assets and equities of the subject enterprise participates in accepting the assignment of State-owned assets and equities of the enterprise, he shall be subject to an economic liability audit.

  (2) The formulation of the assignment plan of State-owned assets and equities and the major matters related thereto, such as asset and capital verification, financial audit, asset valuation, determination of base price and appointment of intermediaries, shall be centrally organized and pursued by the unit holding State-owned equities with administration authority thereon in accordance with the relevant State provisions, and the management shall not participate.

  (3) The management shall bid on equal terms with other proposed assignees. Assignment of State-owned assets and equities of enterprises to the management must be conducted openly in an asset and equity exchange institution selected by a State-owned assets supervision and administration authority and, when the information of the assignment of State-owned assets and equities is made public, the following matters shall be disclosed in detail: the assets and equities of the subject enterprise held by the management, the name list of the management that accept the assignment, the proposed ratio of assignment, the purposes of accepting the assignment of State-owned assets and equities and the related follow-up plans, any change to the main line of business of the subject enterprise, any material reorganization of the subject enterprise, etc. The conditions for accepting the assignment set out in the announcement of asset and equity assignment shall not contain any exclusive clause specific to the management and any arrangement in favour of the management.

  (4) The unit holding State-owned assets and equities shall not offset employee relocation costs against the net assets (except otherwise provided for by the State) and shall not drive down the assignment price of State-owned assets and equities under any excuse.

  (5) When accepting the assignment of State-owned assets and equities of the enterprise, the management shall provide evidence of the sources of their acquisition funds, and they shall not obtain financing from any State-owned or State-controlled enterprise including the subject enterprise, and the State-owned assets and equities or the assets of such enterprise shall not be used as guarantee, security, pledge or discount for the financing to the management.

  6. If the following circumstances occur to the management, they shall not accept the assignment of State-owned equities of the subject enterprise:

  (1) they are directly responsible for the deterioration in business performance of the enterprise as determined by audit;

  (2) they intentionally transferred or concealed assets, or affect the net assets of the enterprise through affiliated transactions in the course of assignment;

  (3) they provide false information to intermediaries which results in distorted audit or valuation results, or collude with the relevant parties to drive down the asset valuation and the assignment price of State-owned assets and equities;

  (4) they have, in violation of the relevant provisions, participated in the formulation of the plan for the assignment of State-owned assets and equities and in the major matters related thereto, such as asset and capital verification, financial audit, asset valuation, determination of base price and appointment of intermediaries; or

  (5) they cannot provide the relevant evidence of the sources of their acquisition funds.

  7. The working procedures and material submission in relation to assignment of State-owned assets and equities of enterprises to the management shall be handled in accordance with the Tentative Procedures.

  8. If an enterprise still holds State-owned assets and equities after assignment of the State-owned assets and equities of the enterprise to the management, the management that have accepted the assignment of State-owned assets and equities of the enterprise shall not be the shareholder representative of State-owned shares of the restructured enterprise. The relevant unit holding the State-owned assets and equities shall appoint a qualified person in accordance with the relevant State provisions to be the shareholder representative of State-owned shares and to exercise shareholder‘s rights according to law.

  9. The management shall not indirectly accept the assignment of State-owned assets and equities of the enterprise by such means as trust or appointment.

  10. If, after assignment of State-owned equities of an enterprise to the management, there is a change to the nature of State-owned shares held by that enterprise, the change shall be handled in accordance with the relevant State provisions.

  11. If an enterprise which is in the course of separating main and ancillary businesses and restructuring ancillary businesses and reassigning and relocating excessive personnel is determined by the State-owned assets supervision and administration authority and relevant departments as an enterprise subject to separation of main and ancillary businesses and restructuring of ancillary businesses and needs to assign State-owned assets and equities of the enterprise to the management, it shall handle the transfer in accordance with the provisions of the Separation of Main and Ancillary Businesses, Restructuring Ancillary Businesses and Reassignment and Relocation of Excessive Employees in State-owned Large and Medium-sized Enterprises Implementing Procedures (Guo Jing Mao Qi Gai [2002] No. 859) and the relevant ancillary documents.

  12. If a State-controlled high technology enterprise or a scientific research institution subject to restructuring which satisfies the provisions of the State Council General Office, Transmission of the Circular (Guo Ban Fa [2002] No. 48) and the State Council General Office, Transmission of the Circular (Guo Ban Fa [2003] No. 9) needs to assign State-owned equities of the enterprise to the management in carrying out pilot projects of equity incentives, it shall apply to the department in charge of finance at or above the provincial level or the relevant State-owned assets supervision and administration authority for approval.

  13. State-owned assets supervision and administration authorities and the relevant regulatory authorities at all levels shall effectively strengthen their supervision and administration in respect of assignment of State-owned assets and equities of enterprises to the management, and shall timely sum up their experience in order to improve the relevant rules, systems and the regulatory measures and to safeguard the lawful rights and interests of capital contributors and employees.

  14. Asset and equity exchange institutions selected by State-owned assets supervision and administration authorities at all levels shall strengthen their examination of the matters relating to acceptance of assignment by the management in connection with assignment of State-owned equities of enterprises, and conscientiously perform the duties and obligations of asset and equity exchange institutions.

  15. If a relevant institution and its personnel effect an assignment of State-owned assets and equities to the management in violation of these Provisions, the State-owned assets supervision and administration authority, the department in charge of finance or any department authorized by the government shall demand the assignor to terminate the assignment and, if necessary, institutes proceedings in a people‘s court petitioning to invalidate the assignment, and it shall pursue the liabilities of the relevant personnel in accordance with the Supervision and Administration of State-owned Assets of Enterprises Tentative Regulations (State Council Order No. 378), the Punishment of and Disciplinary Actions Against Illegal Financial Acts Regulations (State Council Order No. 427) and the Tentative Procedures; if a criminal offence is suspected, the case shall be handed over to judicial authorities to handle in accordance with law.

  16. If State-owned assets and equities of enterprises held by a unit where government administration is not separated from enterprise management or any other unit are to be assigned to the management, such assignment shall be subject to the approval by the government department in charge of finance or the authorized State-owned assets supervision and administration authorities and handled by reference to these Provisions.

相关资讯:
网站导航:
 四六级 指南 动态 经验 试题 资料  托福 指南 动态 经验 留学 备考
 雅思 指南 动态 机经 经验 辅导  公共英语 指南 动态 备考 试题 辅导
 日语 就业 辅导 留学 考试 报考  法语 资料 文化 考试 留学 辅导
 韩语 入门 口语 阅读 留学 文化  西语 辅导 资料 考试 留学 风采
基础法律英语
350元/门
系统讲解知识,全面提升水平
课时数:18课时左右
学员 tueiwi:
自我感觉LEC考得不错,感谢外语教育网的法律英语课程老师。
学员 tyjf:
外语教育网的法律英语信息不错,希望有朝一日可以成为法律达人,顶起!
学员 Alice12345:
我报的是法律英语的辅导班。因为英语底子不太好,一直没有太大的进步。后来,我在外语教育网报名参加了网上培训。感觉老师很负责。课程内容也详细。在老师的帮助下,感觉我的法律英语的水平得到了长足的提高。很感谢法律英语的老师的教导。谢谢老师!
学员 lionm:
一直在学法律英语,但总是找不到门路。不但单词多,而且本来认识的单词意思又变了,头痛死了。听了李文沛老师的法律英语课程后,我觉得好多了。希望能网校的法律英语课程能继续开个中级班。
学员 xyz521:
我一直在找法律英语的课程都没找到,偶然的机会来到外语教育网,发现这里的法律英语的课程真的很不错、信息也很齐全,绝对支持哦!
学员 futami:
以前自己看书,感觉非常吃力,很多地方看不懂。抱着试试看的心理,我报名参加了外语教育网的基础法律英语辅导。沙老师和李老师讲得非常好,重点、难点,经过老师的系统讲解,我都基本掌握了。就连冥思苦想都不能解决的难题,也通过答疑板请教老师而得到了满意的答复。在此衷心感谢网校的老师。
学员 hnigni:
我是法律专业的本科生,因为工作的需要,必须得会法律英语,可之前在学校的时候没好好学过啊。正头疼,同事推荐了外语教育网,于是我就报了名,开始学习。在学习过程中,发现沙老师的课真的很不错,她不但英语口语发音标准,而且她授课的内容通俗易懂,很方便我们接受和学习。另外,外语教育网的教学模式很适合我这种已经参加了工作的人,可以让我兼顾工作和学习,也很不错。特此,到网上来赞一下沙老师!沙老师,谢谢您!也谢谢网校的良好服务!在外语教育网学习,真值!
版权声明
   1、凡本网注明 “来源:外语教育网”的所有作品,版权均属外语教育网所有,未经本网授权不得转载、链接、转贴或以其他方式使用;已经本网授权的,应在授权范围内使用,且必须注明“来源:外语教育网”。违反上述声明者,本网将追究其法律责任。
  2、本网部分资料为网上搜集转载,均尽力标明作者和出处。对于本网刊载作品涉及版权等问题的,请作者与本网站联系,本网站核实确认后会尽快予以处理。
  本网转载之作品,并不意味着认同该作品的观点或真实性。如其他媒体、网站或个人转载使用,请与著作权人联系,并自负法律责任。
  3、本网站欢迎积极投稿
  4、联系方式:
编辑信箱:for68@chinaacc.com
电话:010-82319999-2371