Although the shares of state-owned enterprises are owned by the state, etc., and are not as frequently traded as the equity of private enterprises, they can still be transferred, but the transfer process will be more rigorous and standardized. Many people also Begin to be interested in its process.
(1) The transferor will 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 Ministry of State-owned Property Rights for review and approval. 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 (if the transfer of the state-owned property rights of the invested enterprise causes the transferor to no longer have a controlling position, the state-owned assets at the same level shall be The supervision and 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 clearance and capital 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 enterprise's state-owned equity)
(4) Internal decision-making
The enterprise to which the equity is transferred convenes a shareholders' meeting to discuss equity transfer matters Conduct internal deliberation (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 conduct deliberation in accordance with the internal decision-making procedures of the enterprise), form a resolution agreeing to the equity transfer, and other A commitment by shareholders to waive their 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 business licenses of the transferor and the transferred enterprise, the transferor and the transferee The enterprise's state-owned property rights registration certificate, the resolution of the shareholders' meeting of the transferred enterprise, the approval from the competent department agreeing to transfer the equity, the legal opinion of the law firm, the audit report, the 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 the written materials related to the equity transfer to the state-owned property rights department for filing and registration.
(8) Property rights registration
The transferor and transferee shall handle 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.
How to transfer the equity invested by a state-owned enterprise legal person in foreign countries
1. Evaluation, listing on the property rights exchange for auction.
2. Free transfer between administrative agencies, public institutions, wholly state-owned enterprises, and wholly state-owned companies.
3. With the approval of the State-owned Assets Supervision and Administration Commission at or above the provincial level, the equity transfer agreement shall be signed directly with the specific transferee.