Chinanews.com, December 8th. According to the Ministry of Finance website news, the Ministry of Finance issued the "Notice on Regulating the Assets Transfer of State-owned Financial Institutions" (hereinafter referred to as the notice).
The notice clarified that the transfer of assets of state-owned financial institutions should strictly abide by national laws, regulations and policies, give full play to the role of the market in allocating resources, follow the principles of equal value and compensation, openness, fairness and justice, and must not transfer improper benefits through asset transfers.
——Adhere to laws and regulations to ensure openness, fairness and justice
The notice requires that the transfer of assets of wholly state-owned, wholly state-owned, state-controlled and actually controlled financial institutions (including their branches and subsidiaries at all levels with actual control rights, hereinafter collectively referred to as state-owned financial institutions) should strictly abide by national laws, regulations and policies , Give full play to the role of the market in allocating resources, follow the principles of equal value and compensation, openness, fairness and justice, and must not transfer improper benefits through asset transfers.
In the process of asset transfer, where government public management matters are involved, relevant approval procedures shall be performed in accordance with national regulations.
The transfer of equity assets by state-owned financial institutions shall be implemented in accordance with the "Administrative Measures for the Transfer of State-owned Assets of Financial Enterprises" (Order No. 54 of the Ministry of Finance) and other relevant regulations; the transfer of non-equity assets such as real property, machinery and equipment, intellectual property rights, and related financial assets shall be implemented in accordance with The relevant provisions of this notice shall be implemented, and the industry regulatory authorities shall follow their provisions if they have other provisions.
If the target asset of the transfer is overseas, it shall comply with the laws and regulations of the country where it is located, and shall refer to the provisions of this notice. If the state has other provisions, follow its provisions.
Due to the transfer of mortgage (pledged) assets, mortgage assets, litigation assets, credit assets, leased assets, non-performing assets, creditor’s rights and other asset disposal and disposal of obsolete assets, as well as judicial auction assets, government levy assets, etc., which are involved in normal business operations, the state shall separately If there are regulations, follow their regulations.
Unless otherwise specified by the state, the transfer of financial assets such as trust plans, asset management products, fund shares, etc., that involve all equity-type assets with underlying assets and which enjoy floating returns, shall be implemented in accordance with the provisions on the transfer of equity-type assets.
For financial institutions that are included in the management of state-owned financial capital and backed by state power and credit, matters related to asset transfer shall comply with the provisions of this notice.
——Consolidate management responsibilities and implement the main responsibilities of state-owned financial institutions
The notice pointed out that state-owned financial institutions should establish and improve various asset transfer management systems within the group or company in accordance with the principle of “unified policies and hierarchical management”, clarify the responsible departments, management authority, decision-making procedures, and work processes, and conduct asset transfer transactions. , Types, amount standards, etc., to make specific provisions, and report to the financial department at the same level for the record.
The transfer of assets of state-owned financial institutions shall strictly follow the internal decision-making procedures. The transfer of major assets shall strictly implement the "three important and one large" decision-making system. If the board of directors or the shareholder (general) meeting is required to review, perform the corresponding corporate governance procedures in accordance with laws and regulations; If it is stipulated that it needs to be reported to the finance department to perform the relevant procedures, it shall be reported to the finance department at the same level as required.
State-owned financial institutions must effectively strengthen the supervision and management of asset transfers of various branches and subsidiaries at all levels, eliminate black-box operations, ensure the orderly circulation of assets, and prevent the loss of state-owned assets.
——Regulate the transfer method and strictly limit the scope of direct agreement transfer
The notice stated that, in principle, the transfer of assets of state-owned financial institutions shall be carried out by means of open transactions, such as entry transactions, public auctions, online auctions, and competitive negotiations.
The transfer of securities and financial derivative products traded on the open market shall be conducted through a legally established trading system and trading venue.
Except as otherwise provided by the state, state-owned financial institutions shall not transfer assets to non-state-owned transferees by means of direct agreement transfer without public bidding and disposal procedures.
It belongs to the transfer of internal assets of the group, exit in accordance with the terms of the investment agreement or contract, the third party exercising the right of first refusal according to the contract, the transfer of specific industry assets to state-owned and state-owned holding enterprises, and other situations recognized by the financial department at the same level, After state-owned financial institutions have reviewed and made decisions in accordance with the authorization mechanism, they can conduct transactions in the form of direct agreement transfer.
——Reasonably determine prices to effectively prevent the loss of state-owned assets
The notice clarified that the transfer of assets of state-owned financial institutions, in accordance with the "Interim Measures for the Supervision and Administration of State-owned Assets Evaluation of Financial Enterprises" (Ministry of Finance Order No. 47) and other relevant provisions require asset evaluation, the transferor shall entrust a qualified evaluation agency to conduct the asset evaluation. Evaluate and perform the corresponding approval and filing procedures, and determine the transfer reserve price based on the approved or filing evaluation results.
For asset transactions with a clear market fair value, asset transactions with a low transfer target value (single asset value less than 1 million yuan), asset transactions between wholly state-owned and wholly-owned financial institutions, state-owned financial institutions and their wholly-owned wholly-owned Asset transactions between subsidiaries, and asset transactions between controlling subsidiaries of state-owned financial institutions that will not cause changes in the state-owned equity owned by state-owned financial institutions, and will not cause changes after the state-owned financial institutions or third-party intermediaries have demonstrated If the state-owned assets are lost, they may not be assessed after performing the decision-making procedures in accordance with laws and regulations. Asset transactions with a clear market fair value can be determined by reference to market fair value to determine the transfer reserve price, and other asset transactions can be determined by reference to market fair value, book value after audit, etc. Reserve price.
For asset transactions for which an investment agreement or contract has agreed an exit price, after performing the decision-making procedures in accordance with the law and regulations, it can be executed at the agreed price if it is proven that it will not cause the loss of state-owned assets.
——Clarify the transaction process to ensure that the transfer of assets is in compliance with laws and regulations
The notice pointed out that if the assets of state-owned financial institutions are transferred into property rights trading venues, the specific work process shall be implemented in accordance with the relevant regulations on the transfer of non-listed state-owned property rights of financial enterprises; The People’s Republic of China’s Auction Law’s provisions are organized and implemented; where online auctions are adopted, they shall be disclosed to the public on the Internet auction platform and subject to social supervision; where competitive negotiations shall be adopted, three or more persons shall participate in the bidding; where other methods are adopted, the state shall If there are relevant regulations, they shall be implemented in accordance with relevant regulations. If there are no regulations, at least two or more people shall participate in the bidding. When there is only one person bidding, the announcement shall be made up according to the announcement procedure. After the announcement 7 working days, if it is determined that no new bidders will participate Only bidding can be concluded.
After the asset transfer is completed, the transfer price shall in principle be paid in one lump sum.
If the transaction amount is large (more than 100 million yuan) and it is indeed difficult to pay off in a lump sum, an installment payment method can be agreed, but the down payment ratio shall not be less than 30%. The remaining payment shall be provided with a legal and effective guarantee recognized by the transferor, and The interest during the deferred payment period shall be paid to the transferor at a weighted average interest rate not lower than the weighted average interest rate of the newly issued loans in the previous period, and the payment period shall not exceed 1 year.
Before the transferee has paid all the money, the transferee shall not conduct asset delivery and go through the transfer procedures.
For the transfer of assets between state-owned financial institutions and their wholly-owned wholly-owned subsidiaries, payment and asset delivery can be agreed upon in accordance with actual conditions.
——Choose the best institutions to ensure full disclosure of transaction information
According to the notice, the transfer of assets of state-owned financial institutions by entering property rights trading venues shall be implemented in accordance with the "Interim Provisions on Regulating Property Rights Trading Institutions for the Management of State-owned Property Rights Transactions in Financial Enterprises" (Caijin [2020] No. 92), which should be confirmed by the provincial finance department Of the property rights transaction institutions that undertake state-owned property rights transactions of local financial enterprises.
Except as otherwise provided by the state, the transfer of assets of state-owned financial institutions shall, in principle, publicly release asset transfer information announcements to the public. The announcement shall comply with relevant laws and regulations, follow the principles of unified channels and convenient access to ensure that the transfer information is released in a timely, effective, truthful, and authentic manner. whole.
For asset transfer projects with a reserve price of more than 1 million yuan and less than 10 million yuan (inclusive), the information announcement period should be no less than 10 working days; for asset transfer projects with a reserve price of higher than 10 million yuan, the information announcement period should be long Within 20 working days.
Except as otherwise required by the state, the transfer of assets of state-owned financial institutions shall not impose restrictions on the qualifications of the transferee.
——Strengthen supervision and inspection, and strictly investigate and deal with violations of laws and regulations
The notice requires that financial departments at all levels should strengthen the supervision and management of asset transfers by state-owned financial institutions at the same level, and the local regulatory bureaus of the Ministry of Finance should strengthen the supervision and management of asset transfers by central state-owned financial institutions in their territories. It is found that the transferor has not implemented or violated relevant regulations. 1. In case of infringement of state-owned rights and interests, the transferor shall be required in accordance with the law to immediately suspend or terminate the transfer of assets and report to the higher-level financial department.
State-owned financial institutions shall establish an asset transfer supervision and inspection system, conduct regular internal audits on asset transfers of their branches and subsidiaries at all levels, and report the asset transfer status of the previous year to the financial department at the same level before May 20 each year.
If the relevant personnel of financial departments and state-owned financial institutions at all levels violate laws, administrative regulations and the provisions of this notice, make decisions beyond their powers, neglect their duties, or use power for personal gains, resulting in the loss of state-owned assets, they shall be liable for compensation in accordance with laws and regulations, and the relevant departments shall follow the personnel and cadres Administrative authority shall be punished; if a crime is constituted, it shall be transferred to judicial organs for handling.