The State-owned Assets Supervision and Administration Commission issued a document to optimize the asset appraisal management of central enterprises, proposing for the first time that central enterprises should implement classified management of asset appraisal projects.

　　□ Our reporter Li Lijuan

　　In order to promote the layout optimization and structural adjustment of central enterprises and better adapt to the new situation of the reform and development of state-owned assets and state-owned enterprises, the State-owned Assets Supervision and Administration Commission of the State Council recently issued the "Notice on Optimizing the Asset Assessment Management of Central Enterprises" (hereinafter referred to as the "Notice"). Under the principles and framework of the current system, the "Notice" focuses on solving the practical problems faced by a number of central enterprises in the asset evaluation and management work.

　　There are 8 types of situations where asset appraisal may not be conducted

　　The "Notice" proposed for the first time that central enterprises should implement classified management of asset appraisal projects, required central enterprises to determine the classification standards for major asset appraisal projects, and put forward a series of targeted control requirements for the management of major asset appraisal projects. It is clarified that if central enterprises encounter difficult problems in the process of registering major asset appraisal projects, they can apply in writing to the State-owned Assets Supervision and Administration Commission of the State Council to recommend experts to participate in the demonstration. If necessary, the State-owned Assets Supervision and Administration Commission of the State Council will strengthen business guidance for the project.

　　At the same time, the "Notice" clarifies eight categories of situations in which asset assessment may not be conducted. That is to say, when a central enterprise and its subsidiaries engage in the following economic activities, they may not evaluate the relevant objects after performing decision-making procedures in accordance with relevant laws and enterprise articles of association: transfer of equity and assets free of charge in compliance with relevant regulations on state-owned assets supervision; institutions performing investor duties State-owned or wholly-owned enterprises increase or decrease their capital; transactions between wholly state-owned or state-owned enterprises; original shareholders of an enterprise increase or decrease their capital in the same proportion; a limited liability company is changed as a whole to a joint stock company or a joint stock company is changed to a limited company For a responsible company, the shareholders and their shareholding ratios remain unchanged; between the parent company under the same control within a central enterprise and its wholly-owned or wholly-owned subsidiaries, or between wholly-owned and wholly-owned subsidiaries, and the shareholders and their shareholding ratios are exactly the same Transactions between subsidiaries; dissolution and cancellation of enterprises that have not incurred debts or have paid off debts and do not involve the distribution of non-monetary assets among different shareholders, or a one-person limited liability company whose assets and liabilities are inherited by the original shareholders; plans to publicly list The method is to transfer the equity of the target enterprise for which the information cannot be obtained and the inventory and fixed assets with the original book value of less than 5 million yuan (including 5 million yuan), or sell or lease the real estate for which the open market price can be obtained.

　　The relevant person in charge of the State-owned Assets Supervision and Administration Commission of the State Council said that the "Notice" is based on promoting the reform and development of enterprises and solving practical problems of enterprises. It clarifies that asset evaluation is not required in the above situations. It also requires that transactions must be carried out through public listing, and buyers must be found and realized with the help of the open market. Value, not only effectively safeguarding the rights and interests of state-owned assets, but also reasonably reducing the costs of enterprise reform and restructuring.

　　Identify 5 types of situations where valuation can be carried out

　　In order to standardize the management of asset valuation projects of central enterprises, the "Notice" strictly limits the application of five types of valuation reports, and requires central enterprises to formulate an asset valuation project management system to standardize the management methods and management content of valuation matters. That is, when a central enterprise and its subsidiaries engage in the following economic activities, after performing decision-making procedures in accordance with relevant laws and corporate articles of association, they can hire a professional agency to value the relevant subject matter: transactions in which the subject matter is an overseas enterprise or asset; mergers and acquisitions of listed companies; Original technology, cutting-edge technology, confidential technology, "stuck" key core technologies, strategic emerging industry enterprises, and products whose main tasks are to develop the first (set) of equipment, the first batch of materials, the first version of software, etc. Transactions of enterprises that have not yet generated stable sales revenue; central enterprise management funds making external investments or transferring equity holdings in accordance with market practices; transactions with shares in limited partnerships as the subject matter.

　　The "Notice" requires that, in addition to the first situation mentioned above, the group company shall perform the filing procedures, the management methods and management content of valuation matters involved in other economic activities, including management entities, filing entities, review entities, work procedures, and selection of valuation agencies. The central enterprises shall formulate a valuation project management system to clarify the recruitment, use of valuation results, etc., and submit it to the State-owned Assets Supervision and Administration Commission of the State Council.

　　It is understood that over the years, the State-owned Assets Supervision and Administration Commission of the State Council has fully considered the objective constraints and the actual needs of the reform and development of state-owned enterprises, and has allowed some overseas state-owned asset transactions and mergers and acquisitions of listed companies in relevant regulations to use valuation methods to provide reference for transaction prices. In recent years, with the increase in corporate mergers and acquisitions related to strategic emerging industries, cutting-edge original scientific and technological achievements and intellectual property transactions, as well as the increase in investments by central enterprises in limited partnerships, the demand and practice of asset valuation by central enterprises has increased day by day. .

　　The relevant person in charge of the State-owned Assets Supervision and Administration Commission of the State Council stated that in view of the current situation that the industry has not yet formed professional standards for valuation reports and the quality of valuation reports is uneven, the State-owned Assets Supervision and Administration Commission of the State Council has gathered the management experience of many central enterprises and local State-owned Assets Supervision and Administration Commission and fully solicited relevant professional institutions. , based on the opinions and suggestions of senior industry experts, the "Guidelines for the Review of Valuation Reports of Central Enterprises" were formed as an attachment to the "Notice" to promote the standardization of the content of valuation reports and improve the quality of review of valuation projects.

　　According to Wu Gangliang, a researcher at the China Enterprise Reform and Development Research Association, major asset evaluation is an important link in the transaction and pricing of state-owned assets. The "Notice" further regulates the evaluation procedures, especially clarifying which types of assets must be evaluated and which ones need not be evaluated. This can not only improve efficiency, reduce transaction costs, but also prevent the loss of state-owned assets during the transaction process. The "Notice" is relatively A good balance between the two.

　　Improve data asset pricing methods

　　Improving and improving the transfer pricing method for asset transactions such as intellectual property rights, scientific and technological achievements, data assets, etc. is another important content of the "Notice".

　　The "Notice" requires that when central enterprises and their subsidiaries engage in economic activities such as transfer of intellectual property rights, scientific and technological achievements, data assets and other assets, valuation contributions, acquisitions and other economic activities, they should use the assessment or valuation results as a reference for pricing. After consulting three or more professional institutions, if it is indeed difficult to assess and estimate the value of the target through evaluation or valuation, after performing the decision-making process in accordance with relevant laws and corporate articles of association, it can be determined through listing transactions, auctions, price inquiries, agreements, etc. The transaction price, of which the listing or auction base price can be reasonably determined with reference to its book value, historical investment costs and other factors.

　　It is understood that the current relevant systems have clarified that when assets such as scientific and technological achievements and intellectual property rights are transferred, they can be priced through various methods such as asset appraisal, agreement, listing, and inquiry. The "Notice" further clarifies that when scientific and technological achievements, intellectual property rights, and data assets are transferred, asset evaluation or valuation should be the preferred method to evaluate and estimate the value of the assets; if the evaluation or valuation is indeed difficult, listing transactions, auctions, and price inquiries can be used , agreement and other methods to determine the transaction price.

　　The relevant person in charge of the State-owned Assets Supervision and Administration Commission of the State Council said that in response to enterprises' demands to further improve the pertinence and operability of relevant systems, the "Notice" clarifies the principles and paths of various pricing methods such as inquiry and agreement, which will help enterprises promote Related assets are transferred in a standardized and orderly manner to improve the efficiency of transformation of scientific and technological achievements and help accelerate the commercial application of data assets.

　　In Wu Gangliang's view, data assets are an emerging asset type in the process of digital transformation of the economy and society, and are increasingly becoming an important strategic resource for promoting the construction of Digital China and accelerating the development of the digital economy. It is difficult to evaluate data assets using existing model methods. This time, the focus is on the evaluation of state-owned assets of data assets, which also illustrates the importance attached to the evaluation of new assets.

　　"Optimizing the layout of state-owned capital is a dynamic adjustment process. There are more and more mergers, acquisitions and reorganizations of state-owned enterprises. This will inevitably involve the issue of valuation of state-owned assets. It is necessary to conduct scientific and reasonable valuation of state-owned assets under the principles of marketization and rule of law. pricing." Wu Gangliang said. (Legal Daily)