In order to ensure the orderly trading of state-owned property rights, Xiuyan Property Rights Trading Center (hereinafter referred to as "the Center") is established in accordance with the People's Republic of China (PRC) State-owned Property Rights Trading Law and the People's Republic of China (PRC) State-owned Property Rights Trading Law.
I. Application for registration
Apply for trading, review application materials, and go through listing approval and registration procedures. The main business processes are as follows:
(1) transaction application
The transferor or purchaser can directly apply for the transfer or purchase of property rights, and fill in the Application Form for Property Rights Transfer (Purchase), or entrust the member units of the Center to apply to the Center. If the transferor or buyer entrusts a central member to apply for agency, it shall sign an agency contract for property right transfer (purchase) with the central member.
(two) review the application materials
After receiving the application for property right transaction, the undertaking department of the center is responsible for reviewing the relevant application materials submitted by both parties to the transaction, putting forward written opinions within 2 working days and reporting them to the leaders of the center for approval. Both parties to the transaction shall submit the following materials:
1. Written materials to be submitted by the transferor.
(1) qualification certificate of the transferor (business license, organization code certificate, articles of association, identity certificate of legal representative, identity certificate of agent, power of attorney of legal representative);
(2) Proof of ownership of property rights (enterprise state-owned property rights registration certificate, equity custody registration certificate, and capital contribution certificate);
(3) Basic information about the transferred enterprise (business license of enterprise as a legal person and computer inquiry form, organization code certificate and articles of association);
(4) the internal decision-making and approval of the property right transfer scheme and property right transfer behavior (including the resolutions of the general manager's office meeting, the board of directors and the shareholders' meeting, the approval documents of the government or the state-owned assets management institution, and the written documents approved by the workers' congress and the labor and social security department where the enterprise is located if the rights and interests of employees are involved);
(five) the financial audit report and recent financial statements of the target enterprise;
(six) the assets evaluation report of the target enterprise and the approval or filing documents of the state-owned assets supervision and administration institution;
(7) Basic requirements for the conditions of the transferee (the transferee's industry and its type, qualification, financial status, business reputation, operation and management ability, asset scale, employee placement, payment method, etc.). );
(8) Opinions on creditor's rights issued by creditor's rights financial institutions (only provided when the transferor no longer has a controlling position due to the transfer of state-owned property rights of the enterprise);
(nine) the legal opinions of the law firm;
(10) Summary of basic information of the transfer-out enterprise;
(1 1) Other matters that need to be disclosed.
2. The buyer shall submit the following written materials.
(1) Qualification certificate of the buyer (business license, organization code certificate, articles of association, identity certificate of legal representative, identity certificate of agent, power of attorney of legal representative; If the buyer is a natural person, only provide personal identification);
(2) Recent financial reports and financial statements; If the buyer is a natural person, provide proof of personal ability to pay;
(3) to purchase monopoly, franchise and other property rights, it is necessary to submit the documents that have obtained the corresponding qualifications and conditions;
(4) Summary of the basic information of the buyer;
(5) Other information that needs to be provided.
(3) Registration
After the transferor's application for property right transfer is approved by the center, the center and the transferor sign the Agreement on the Entry of State-owned Property Rights of Enterprises into the Market or an agency contract. Then the center will go through the registration formalities of property right transaction, and then the center will issue a receipt for accepting the transfer application to the transferor.
After the buyer's application for purchasing property rights is approved by the center, the buyer shall pay the house purchase deposit 2 working days before the expiration of the listing announcement. Generally, the house purchase deposit is paid according to the standard of 10% of the reserve price of the transferred property right. The house purchase deposit can be used to offset the transaction commission, registration and listing fee, transaction (auction, bidding) deposit, consulting service fee, liquidated damages and transaction price. After the transferee is determined, the center will refund the house purchase deposit to the buyer who has not completed the transaction without interest within 2 working days. After the buyer pays the down payment for the house purchase and signs the Agreement on the Entry of State-owned Property Rights of Enterprises into the Market or the Principal-Agent Contract with the Center, the Center will go through the formalities of property right transaction registration and issue a receipt to the buyer for the acceptance of the house purchase application.
Where multiple natural persons, legal persons or other organizations jointly purchase property rights, one natural person, legal person or other organization shall be elected as a representative to participate in the transaction and sign an agreement in advance.
Second, the listing announcement (publicity)
Determine the content, duration and method of listing announcement (publicity), handle listing, postpone listing, cancel and stop listing, terminate listing business, and collect listing fees. The main business processes are as follows:
(1) Listing announcement (publicity)
With the approval of the government or state-owned capital investors, enter the center to publicly collect the state-owned property rights of the transferee, and the center will release information by listing announcement; For the transfer of state-owned property rights by directional agreement approved by the government or state-owned capital investors, the center will release information through listing and publicity.
When listing and announcing (publicizing) the information of property right transfer, the transferor shall clearly promise that it is the responsibility of the transferor to supervise the production and operation behavior of the target enterprise during the period from the evaluation base date to the change date of the warrants. In addition to maintaining normal production and operation, the transferred target enterprise shall not arbitrarily borrow, give up creditor's rights, pay off debts in advance, provide external guarantees, conceal, privately divide, transfer property for free or transfer property at a low price.
1. The property right transfer information in the listing announcement (publicity) includes the following contents:
(1) Basic information of the transferee;
(two) the composition of the property rights of the transfer target enterprise;
(3) Internal decision-making and approval of property right transfer;
(four) the main financial index data of the target enterprise recently audited;
(five) the evaluation, approval or filing of the assets of the transfer target enterprise;
(six) the basic conditions that the transferee should have;
(seven) other matters that need to be disclosed.
2. The contents of the listing announcement (publicity) shall be agreed by the Center together with the transferor, and the Center shall send a copy to the state-owned assets supervision institution before the public announcement. If the state-owned assets supervision institution fails to express its objection clearly within 2 working days, the center may publish the same information in newspapers, central websites and trading places at the same time.
3 listing announcement (publicity) information published in the name of the center in the economic or financial newspapers and periodicals publicly issued at or above the provincial level, and published in the center website and trading places. The announcement (publicity) period of the listing of the center shall not be less than 20 working days.
4. The Center shall notify the transferor of the listing announcement (publicity) results in writing within 3 working days from the date of expiration of the listing announcement (publicity).
(2) Revocation or suspension of listing
Once the property right transfer information is listed (publicized), it shall not be revoked or stopped without the consent of the center within the listing period, and the listing price shall not be changed. If the listing is cancelled or stopped for special reasons, the reasons shall be fully explained and the listing shall be stopped after the approval of the state-owned assets supervision and administration institution. After the suspension of listing is officially approved, the GreTai shall cancel its listing on the same day, and the transferor shall also publish a notice of cancellation of listing in the original publishing media, with the announcement date as the starting date.
(3) Postponement or termination of listing
At the expiration of the listing period, if there is no transferee for the listed target, the center may extend the listing period or terminate the listing according to the applicant's request. Extension of listing time and termination of listing shall be proposed by the central department and office, and implemented after approval by the central leadership.
(4) Information inquiry of listing announcement
During the announcement of the listing of state-owned property rights projects, buyers can inquire about project information through trading places, central websites and newspapers. If you need to know more about the target enterprise, you should go to the center to inquire and register with the qualification certificate, and then inquire about the basic situation of the target enterprise. After the buyer has an intention to purchase and submits written materials for purchase, he can inquire about the transfer plan, asset appraisal report and financial audit report of the property right transaction project in detail.
Before determining the transaction mode of state-owned property rights projects, the transferor can only know the number of intended buyers through the center, and after determining the transaction mode, he can inquire about the basic information of buyers. The center keeps business secrets for both parties.
Third, organize transactions.
Determine the transaction method; Organize transactions by means of agreement transfer, bidding, auction and bidding respectively. The main business processes are:
(1) Select and determine the transaction method.
Within 3 working days after the expiration of the listing announcement, the center will notify the transferor of the results of the listing announcement in writing according to the relevant rules and the actual situation of the purchase application, and send a copy of the announcement results and the specific transaction methods to be adopted to the state-owned assets supervision and administration institution. If the state-owned assets supervision institution does not express clear objection within 2 working days, the center will organize the transaction according to the determined transaction method. The principle of determining the transaction mode of the center is:
1. If only one buyer applies for the purchase, or is approved by the state-owned assets supervision and administration institution according to relevant regulations, the transaction shall be organized by agreement transfer.
2. Where two or more buyers apply for purchase, they shall organize the transaction by bidding or auction.
3. If it is not suitable to organize bidding or auction, the transaction shall be organized by bidding after the application of the transferor and the approval of the center.
The specific way of property right transaction shall be designated by the center according to the opinions of the transferor, and shall be organized and implemented.
(2) Organizing transactions
The center mainly organizes transactions in the following four ways:
1. Transfer by agreement
If the property right is transferred by agreement, the center will provide a venue, convene a meeting between the transferor and the buyer to discuss, guide the two parties to negotiate on the specific terms of the transaction contract, and coordinate the two parties to reach an agreement.
2. Bidding method
Under the supervision of the Tendering Supervision and Examination Committee, the Center will organize a tender meeting, adopt an open and centralized bidding method, and determine the transferee according to the principle of "the highest bidder wins". The main business processes are as follows:
(1) The transferor issues a bidding power of attorney. If the transferor agrees to transfer the property right by bidding, it shall issue a bidding power of attorney to the center, which shall specify the entrusted matters, entrusted fees and other contents.
(2) Accepting the bid application and determining the applicant's qualification. The center shall examine the qualifications of applicants within the prescribed time limit and determine the buyers who will participate in the auction.
(3) Notify the buyers who participate in the auction. The Center shall notify the purchasers participating in the bidding in writing within the prescribed time limit. The notice indicates the relevant tender matters.
(4) Sign the bidding agreement. The buyer shall go through the bidding formalities at the center within the specified time limit, pay the bid bond and sign a bidding agreement with the center.
(5) Organizing the bidding of the supervisory and examination committee. The bidding supervision and examination committee is a temporary organization with 5 members, including representatives of the central government 1 person, state-owned assets supervision institution 1 person, government supervision department 1 person, transferor 1 person, and investment and economic experts 1 person. Its main functions are: to determine the reserve price of bidding; On-site supervision of the bidding process; Confirm the bidding results.
(6) Hold a tender meeting. Bidding will be organized by oral bidding or electronic bidding.
(1) oral tender bidding meeting. The specific operation steps are as follows:
First, publish the bidding rules. The bidding meeting will be hosted by the center, and the bidding host will be appointed by the center. At the beginning of the meeting, the host will announce the bidding rules.
Second, determine the bid price. Under the on-site supervision of the tender supervision and examination committee, the tender host shall determine and announce the tender reserve price on the spot according to the lowest price offered by the buyer (the price below the listed reserve price is invalid).
Third, centralized bidding. After the bidding base price is determined, it enters the stage of centralized bidding, and the buyer can quote independently. Once an offer is made, it cannot be taken back. When other buyers have a higher offer, the original offer is invalid. The buyer's highest offer is confirmed by the bidding host for three times before the transaction is completed.
Fourth, confirm the transaction. After the transaction price and the transferee are determined, the center will issue a transaction confirmation letter, and the transferee will sign the transaction confirmation letter to confirm the transaction result. This transaction confirmation shall come into effect as of the date of signing the minutes of the bidding meeting.
(2) Electronic bidding mode bidding meeting. The specific operation steps are as follows:
First, the tender preparation. The bidder draws the seat number and password by lottery, takes a seat accordingly, inputs the seat number and password, and logs into the bidding system; The host announced the precautions for bidding on the spot, and the staff confirmed that all bidders were ready and the bidding system was running normally.
Second, electronic bidding. When it is ready, the host announces the start of bidding, starts the bidding server control program, and the time countdown begins, and the bidding is officially carried out; Bidders should enter the bidding price within the specified countdown period (the bidding price below the listing reserve price is invalid) and can bid repeatedly. After the countdown is terminated, the system will display the highest bid and automatically match the transaction, and the seat number and transaction price will be displayed on the big screen.
Third, confirm the transaction. After the transaction price and the transferee are determined, the center will issue a transaction confirmation letter, and the transferee will sign the transaction confirmation letter to confirm the transaction result, and the host will announce the end of the electronic bidding. This transaction confirmation shall come into effect as of the date of signing the minutes of the bidding meeting.
(7) Refund the bid bond. After the auction, the center will return the bid bond to the unsuccessful buyer without interest within 2 working days, and the bid bond of the successful buyer can offset the bidding commission and the transaction price of property rights.
(8) Sign the minutes of the auction meeting. After the auction, the members of the bid invitation supervision and inspection committee and the bid invitation host shall sign the minutes of the auction meeting in the center. The minutes of the bidding meeting shall be filed by the Center for future reference.
Members of the bidding supervision and examination committee who have objections to the bidding results or refuse to sign the minutes of the bidding meeting shall submit written objections to the government state-owned assets supervision institutions and centers within 2 working days after the bidding meeting. If a written objection is not submitted within the specified time, it shall be deemed to be signed and agreed. If the written objection is rejected by the state-owned assets supervision institution, the minutes of the bidding meeting shall take effect as of the date of rejection; If the written objection is accepted, the center will organize another transaction as required.
3. Auction method
The center is mainly responsible for selecting auction institutions, which hold auctions for transactions. The main business processes are:
(1) Select an auction institution. If the transferor agrees that the center organizes the transaction by auction, the center may designate an auction institution with legal auction qualification and good reputation as the auctioneer.
(2) The transferor handles the entrusted auction procedures. After the center selects the auction institution, it shall notify the transferor in writing to handle the entrusted auction formalities at the selected auction institution; The auction institution (auctioneer) is responsible for receiving and verifying the relevant materials of property right transfer, and signing an auction entrustment contract with the transferor.
(3) Organizing auction transactions. The designated auction institution is specifically responsible for organizing the auction. After the auction of the transfer target is completed, the buyer and the auctioneer sign the transaction confirmation and auction record. The auctioneer shall submit 1 copy of the auction materials to the center for retention.
(4) Sign the property right transaction contract. After the auction is confirmed, both parties to the transaction sign a property right transaction contract with the confirmation of the auction.
4. Bidding method
Referring to the relevant provisions of the Bidding Law of People's Republic of China (PRC), the center is responsible for organizing the bidding or entrusting a special bidding agency to organize the bidding. The center mainly organizes bidding in two stages. The first stage of public bidding is the stage of publicly soliciting the transferee when the center is listed; The bidding organized by the center for registered buyers is the second stage bidding. Open tender procedures (omitted); The main business processes of bidding are as follows:
(1) Organize bidding. ① Sign the bidding agency agreement. As a tenderer, the transferor signs a bidding agency agreement with the Center or its members, and the Center or its members are tenderers. The agreement shall stipulate the commission for the agent's bidding, which can be deducted from the transaction price. (2) Prepare the tender documents. The center or the member units of the center shall prepare the tender documents according to the requirements of the transferor and the characteristics of the property right transfer project, and the tender documents shall include the tender instructions, bid opening, bid evaluation, bid selection and other matters and the main terms of the contract to be signed. If there is a pre-tender estimate in the tender documents, the pre-tender estimate price shall not be lower than the original listing announcement price. (3) sell the tender documents. The center or the members of the center shall sell the bidding documents to the purchasers who participate in the bidding within the specified time, and answer questions. If it is necessary to clarify or modify the bidding documents, the bidding agency shall notify all recipients of the bidding documents in writing at least 10 days before the deadline for submitting the bidding documents. (4) Preparation of bid evaluation documents. The bid evaluation documents specify the specific matters of bid evaluation.
(2) Accept the bid. (1) Accept the bid documents. The center or its members are responsible for accepting the bidding documents submitted by qualified purchasers within the time limit specified in the bidding documents. ② Pay the bid bond.
(3) bid opening. ① Issue an invitation for bid opening. The center or members of the center invite all bidders to participate in the bid opening in written form, and invite members of the bid evaluation committee to give on-site guidance and supervision. ② Organize bid opening. Under the on-site supervision of the bidders and the bid evaluation committee, the center will organize the bid opening ceremony according to the prescribed procedures.
(4) Organize bid evaluation. The bid evaluation committee established by the center or the member units of the center is responsible for bid evaluation. The bid evaluation committee is composed of representatives of the tenderee and relevant economic and technical experts, with an odd number of more than five members, of which technical and economic experts are not less than two thirds of the total number of members of the bid evaluation committee. The list of members of the bid evaluation committee shall be kept confidential until the bid winning result is determined. Interested bidders (buyers) shall not enter the bid evaluation committee of related projects, and those who have already entered shall be replaced. The bid evaluation committee shall evaluate and compare the bid documents according to the determined bid evaluation standards and methods. After completing the bid evaluation, the bid evaluation committee shall submit a written bid evaluation report to the Center or its members, and recommend the winning buyer candidates.
(5) Announce the bid-winning result and issue a bid-winning notice. The center or members of the center shall determine the winning buyer according to the bid evaluation report of the bid evaluation committee and the recommended winning candidates within the specified time, and announce the winning result. The center or members of the center will issue a bid-winning notice to the winning bidder and notify all bidders who have not won the bid.
(6) Refund the bid bond. The Center or its members shall refund the bid bond to the unsuccessful purchaser without interest within 2 working days, and the remaining bid bond of the successful purchaser can offset the transaction price after paying the transaction fee.
(7) Conclude a property right transaction contract. The transferor and the winning bidder shall sign a property right transaction contract in the center within 10 days from the date of receiving the bid-winning notice.
(3) Handling of special transactions
During the period of listing announcement or in the process of organizing trading, when the purchase price declared by the publicly solicited buyer is lower than the reserve price approved by the state-owned assets supervision and administration institution, the center shall suspend trading, report to the relevant state-owned assets supervision and administration institution, and continue to organize trading after the approval of the state-owned assets supervision and administration institution.
Fourth, sign a contract.
The center provides the model text of the property right transaction contract, organizes and guides both parties to sign the contract, and collects the transaction commission. The main business processes are:
(a) to provide a model text of the property rights transaction contract
The text of the property right transaction contract shall include the following contents:
1. Name, domicile and legal representative of the transferor and transferee;
2 transfer target, transaction method, transaction price, transaction price payment method and time limit;
3. Disposal of creditor's rights, debts and profits and losses of the transferred enterprise; 4. The employee placement scheme involved in the transfer of the target enterprise;
5. Tax burden of property right transaction;
6. The way and time limit for the delivery of property rights;
7. Conditions for modification and termination of the contract;
8. Liability for breach of contract and settlement of contract disputes;
9. Date of signing;
10. Other matters that need to be agreed.
(two) to guide and organize the signing.
The center guides the transferor and the transferee to fill in the specific contract contents according to the model text format of the property right transaction contract. After both parties reach an agreement on the contract, the center organizes both parties to formally sign the property right transaction contract. The Property Right Transaction Contract shall come into effect after being signed and sealed by both parties, audited by the Center and issued with the Property Right Transaction Certificate.
(3) collecting trading commissions
If the transaction project is represented by the center or a member of the center, after the property right transaction contract is signed, both parties to the transaction pay the transaction commission to the agent.
Verb (abbreviation of verb) fund settlement
After the property right transaction contract is signed, the center will settle the transaction price through the special account for RMB or foreign currency transaction funds settlement opened in the bank, collect the registration and listing fees, and transfer the transaction price. The main business processes are:
(1) The transferee shall remit (deposit) the transaction price into the special account for transaction fund settlement of the Center through his own bank account opened in the bank within the prescribed time limit in accordance with the agreement in the Property Rights Transaction Contract. For the property right transaction project organized by the auction tendering agency designated by the center, the auction agency will remit (deposit) the remaining deposit paid by the buyer and the winning bidder into the special account of the transaction settlement fund of the center after issuing the transaction confirmation letter and the bidding agency issuing the bid-winning notice.
(2) The central finance department is responsible for verifying the source of purchasing funds transferred by the buyer, and making records after confirmation. The undertaking department of the center issues a notice of transaction price filing to the transferor.
(3) The transferor and the transferee shall pay the registration and listing fee to the center, and the transferor's registration and listing fee can be deducted from the transaction price.
(4) After the formalities for changing the warrants are completed, both parties to the transaction shall promptly notify the Center in writing, and the Center will transfer the transaction price into the government financial special account or the account designated by the transferor according to the instructions of the government state-owned assets supervision institution or the notice of the transferee.
Six, issued by the property transaction certificate
Review the conditions for issuing property right transaction certificates, go through the examination and approval procedures, issue property right transaction certificates, file with the state-owned assets supervision and administration institutions, and keep business files. The main workflow is as follows:
(1) Examining the conditions for issuing the certificate of property right transaction
The property right transaction certificate issued by the center shall meet the following conditions:
1. The transferor and the transferee sign a standardized property right transaction contract;
2. The transferee's purchase funds have been remitted (deposited) into the special account of the central transaction settlement funds. If the transferee takes a one-time payment according to the property right transaction contract, it shall do so after the transferee remits (deposits) all the transaction price into the special account of the central transaction settlement fund; If installment payment is adopted, the transferee shall remit (deposit) all the down payment into the special account of the trading settlement fund of the Center, determine the payment period of the balance, and handle the guarantee formalities, and then the Center shall handle it;
3. The transaction fees such as registration fees and listing fees payable by both parties to the transaction have been paid in full;
4. If the transaction of state-owned property rights involves listing, the approval documents of SASAC shall be submitted; The approval documents of the Ministry of Foreign Trade and Economic Cooperation shall be submitted if the merger and acquisition of foreign capital is involved.
5. Meet other conditions stipulated by government departments and required by the transferor.
The examination and approval procedures for property right transaction vouchers shall be handled by the central undertaking department and office.
(2) Go through the examination and approval procedures.
The undertaking office shall fill in the Approval Form for Property Rights Transaction Project, which shall be submitted to the General Manager for approval after being examined and approved by relevant offices and leaders in charge of the center.
(three) issued a certificate of property rights transactions
After examination and approval, the Center shall affix the official seal and the seal of the agent on the Property Right Transaction Certificate and issue them to both parties respectively.
Property right transaction certificate 12 copies. Both parties to the transaction shall go through the relevant change procedures in the departments of state-owned assets management, industry and commerce administration, land and resources, real estate management, labor security, banking, taxation, public security and so on with the property right transaction certificate and property right transaction contract issued by the center.
(4) filing with the state-owned assets supervision institution.
After the end of the property right transaction, the center shall, within 3 working days after issuing the property right transaction certificate, file the relevant results of the property right transaction contract and the property right transaction certificate involved in this property right transaction with the state-owned assets supervision institution.
(5) Keep business files.
The center strictly keeps the archives of property rights transaction projects, and the center undertakes the division of labor to be responsible for the sorting, filing and keeping of the archives.
Seven. supplementary terms
(a) the property rights trading center is responsible for the interpretation of this process.
(2) After the implementation of this regulation, if the original regulation is inconsistent with this regulation, this regulation shall prevail.
Yes, please accept it. Thank you.