Measures for the Supervision and Administration of the State-owned Equity of Listed Companies
Measures for the Supervision and Administration of the State-owned Equity of Listed Companies
Measures for the Supervision and Administration of the State-owned Equity of Listed Companies
Order of the State-owned Assets Supervision and Administration Commission of the State Council, the Ministry of Finance and the China Securities Regulatory Commission No.36
May 16, 2018
The Measures for the Supervision and Administration of the State-owned Equity of Listed Companies, deliberated and adopted at the Director Executive Meeting of the State-owned Assets Supervision and Administration Commission of the State Council, and consented to by the Central Leading Group for Comprehensively Deepening Reforms, are hereby promulgated for implementation as of July 1, 2018. As of the date of implementation, the Interim Administrative Measures for the Transfer of the Shares of Listed Companies by State-owned Shareholders (Order of the China Securities Regulatory Commission No.19) issued in 2007 shall be repealed simultaneously.
Xiao Yaqing, Director of the State-owned Assets Supervision Administration Commission
Liu Kun, Minister of the Ministry of Finance
Liu Shiyu, President of the China Securities Regulatory Commission
Measures for the Supervision and Administration of the State-owned Equity of Listed Companies
Chapter I General Provisions
Article 1 With the goal of regulating changes in the state-owned equity of listed companies, promoting rational allocation of state-owned resources, equally protecting the legitimate rights and interests of investors, and preventing the loss of state-owned assets, the Measures are formulated in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Enterprise State-owned Assets Law of the People's Republic of China, the Interim Regulations on the Supervision and Administration of the State-owned Assets of Enterprises and other laws and regulations.
Article 2 For the purpose of the Measures, changes in the state-owned equity of listed companies refer to changes in holding entities, the quantity or proportion of the state-owned equity of listed companies, specifically including: transfer of the shares of a listed company through the securities trading system or by publicly solicited transfer, non-public transfer by agreement, free transfer and indirect transfer by state-owned shareholders, and the issuance of exchangeable corporate bonds by state-owned shareholders; state-owned shareholders' holding being increased, and being transferred by agreement with, being transferred indirectly with, and taking over by offer with, shares of listed companies and subscribing the issued shares of listed companies; merger and issuance of securities by listed companies controlled by state-owned shareholders; and asset reorganization between state-owned shareholders and listed companies.
Article 3 For the purpose of the Measures, state-owned shareholders refer to enterprises and entities that fall under any of the following circumstances and whose securities accounts are marked "SS":
1. government departments, institutions, public institutions, domestic wholly state-owned enterprises;
2. any domestic enterprise in which an entity or enterprise stipulated in Paragraph 1 exclusively holds more than 50% of shares, or in which entities or enterprises stipulated in Paragraph 1 aggregately hold more than 50% of shares and one of them is the largest shareholder; and
3. domestic wholly-owned enterprises at all levels that are directly or indirectly held by the enterprises mentioned in Paragraph 2.
Article 4 Changes in the state-owned equity of listed companies shall follow the principles of openness, fairness and impartiality, comply with the relevant laws, administrative regulations, rules and regulations of the state, meet the national industrial policy and the direction of adjustments to the allocation and structure of the state-owned economy, and benefit the maintenance and appreciation of state-owned assets and the enhancement of the core competitive advantage of enterprises.
Article 5 Shares involved in changes in the state-owned equity of listed companies shall have a clearly established ownership, without legal limitations specified in laws and regulations.
Article 6 State-owned assets supervision and administration authorities above the provincial level shall be responsible for the supervision and administration of changes in the state-owned equity of listed companies. Upon approval by provincial people's governments, state-owned assets supervision and administration authorities at provincial level may delegate the supervision and administration of changes in the state-owned equity of listed companies below the prefecture level to state-owned assets supervision and administration authorities at prefecture level. State-owned assets supervision and administration authorities at provincial level shall establish the corresponding working mechanisms for supervision and inspection.
Changes in the state-owned equity of listed companies that relate to social public administration matters of the government shall be reported to the relevant government departments according to the law for review. Where the transferees are overseas investors, they shall meet the requirements of the Catalogue for the Guidance of Foreign Investment Industries or negative list administration, and the provisions on security review of foreign investment. In such circumstances, the examining bodies shall seek opinions from the commerce departments at the same levels in respect of whether the transfer acts are in line with policies on absorbing foreign investment. The specific application procedures shall be formulated by the state-owned assets supervision and administration authorities above provincial level in consultation with the commerce departments at the same level under the principles determined in the Circular on Issues concerning Application Procedures for the Transfer of the State-owned Shares of Listed Companies to Foreign Investors and Foreign Enterprises (Shang Zi [2004] No.1).
According to laws, administrative regulations and relevant provisions of the people's governments at the corresponding levels, state-owned assets supervision and administration authorities shall perform examination and approval procedures for changes in the state-owned equity of listed companies subject to the approval of the people's governments at the same levels.
Article 7 State-invested enterprises are responsible for managing the following matters:
1. transfer of the shares of listed companies by state-owned shareholders via the securities trading system, which does not reach the proportion or quantity stipulated in Article 12 hereof;
2. gratuitous transfer or non-public agreement transfer of the shares of listed companies held by state-owned shareholders within the enterprise groups;
3. publicly solicited transfer of the shares of listed companies and issuance of exchangeable corporate bonds by state-owned controlling shareholders, and issuance of securities by the controlled listed companies, which do not lead to such shareholders' shareholding ratios being lower than the rational shareholding ratios; publicly solicited transfer of the shares of listed companies and issuance of exchangeable corporate bonds by state-owned non-controlling shareholders;
4. holding increased issued shares, being transferred under agreement with issued shares, and subscription for the issued shares of listed companies by state-owned shareholders through the securities trading system, which does not lead to the transfer of the controlling right of the listed companies;
5. asset reorganization by state-owned shareholders and listed companies controlled thereby which is not within the scope of material asset reorganization stipulated by the China Securities Regulatory Commission.
Article 8 The rational shareholding ratios of state-owned controlling shareholders shall be determined by the state-invested enterprises concerned through study (for shareholders under the common control with the state-owned controlling shareholders, their shareholding ratios shall be calculated on a consolidated basis) and reported to the state-owned assets supervision and administration authorities for the record.
The specific measures for determining rational shareholding ratios shall be formulated separately by state-owned assets supervision and administration authorities above the provincial level.
Article 9 For changes in the shares of listed companies held by state-owned shareholders, plans shall be developed based on a full feasibility study to formulate a plan, decision-making and approval procedures shall be strictly implemented, operation shall be regulated, and information disclosure and other obligations shall be fulfilled in accordance with the relevant provisions on securities regulation. Prior to the disclosure of changes in the state-owned equity of listed companies, all related parties shall strictly abide by the confidentiality provisions. In the case of violation of confidentiality provisions, the liability of the relevant personnel shall be investigated according to laws and regulations.
Article 10 Changes in the state-owned equity of listed companies shall be reasonably priced based on such factors as public trading price in the securities market, the trading prices of shares of comparable companies, and net asset value per share.
Article 11 State-owned assets supervision and administration authorities shall apply uniform supervision and administration of the state-owned equity of listed companies via the management information system for the state-owned equity of listed companies (hereinafter referred to as the "management information system").
State-invested enterprises shall, through the management information system, submit information on changes in the shares of listed companies held by them to the state-owned assets supervision and administration authorities in a timely, complete and accurate manner.
Among them, changes subject to examination and approval by state-invested enterprises as stipulated herein shall be filed and managed via the management information system and filing forms uniformly numbered shall be obtained.
Chapter II Transfer of the Shares of Listed Companies held by State-owned Shareholders through the Securities Trading System
Article 12 The transfer of the shares of a listed company by a state-owned shareholder through the securities trading system shall be determined according to the internal decision-making procedures of the state-invested enterprise and shall be reported to the state-owned assets supervision and administration authority for filing if it falls under any of the following circumstances:
1.
......
Order of the State-owned Assets Supervision and Administration Commission of the State Council, the Ministry of Finance and the China Securities Regulatory Commission No.36
May 16, 2018
The Measures for the Supervision and Administration of the State-owned Equity of Listed Companies, deliberated and adopted at the Director Executive Meeting of the State-owned Assets Supervision and Administration Commission of the State Council, and consented to by the Central Leading Group for Comprehensively Deepening Reforms, are hereby promulgated for implementation as of July 1, 2018. As of the date of implementation, the Interim Administrative Measures for the Transfer of the Shares of Listed Companies by State-owned Shareholders (Order of the China Securities Regulatory Commission No.19) issued in 2007 shall be repealed simultaneously.
Xiao Yaqing, Director of the State-owned Assets Supervision Administration Commission
Liu Kun, Minister of the Ministry of Finance
Liu Shiyu, President of the China Securities Regulatory Commission
Measures for the Supervision and Administration of the State-owned Equity of Listed Companies
Chapter I General Provisions
Article 1 With the goal of regulating changes in the state-owned equity of listed companies, promoting rational allocation of state-owned resources, equally protecting the legitimate rights and interests of investors, and preventing the loss of state-owned assets, the Measures are formulated in accordance with the Company Law of the People's Republic of China, the Securities Law of the People's Republic of China, the Enterprise State-owned Assets Law of the People's Republic of China, the Interim Regulations on the Supervision and Administration of the State-owned Assets of Enterprises and other laws and regulations.
Article 2 For the purpose of the Measures, changes in the state-owned equity of listed companies refer to changes in holding entities, the quantity or proportion of the state-owned equity of listed companies, specifically including: transfer of the shares of a listed company through the securities trading system or by publicly solicited transfer, non-public transfer by agreement, free transfer and indirect transfer by state-owned shareholders, and the issuance of exchangeable corporate bonds by state-owned shareholders; state-owned shareholders' holding being increased, and being transferred by agreement with, being transferred indirectly with, and taking over by offer with, shares of listed companies and subscribing the issued shares of listed companies; merger and issuance of securities by listed companies controlled by state-owned shareholders; and asset reorganization between state-owned shareholders and listed companies.
Article 3 For the purpose of the Measures, state-owned shareholders refer to enterprises and entities that fall under any of the following circumstances and whose securities accounts are marked "SS":
1. government departments, institutions, public institutions, domestic wholly state-owned enterprises;
2. any domestic enterprise in which an entity or enterprise stipulated in Paragraph 1 exclusively holds more than 50% of shares, or in which entities or enterprises stipulated in Paragraph 1 aggregately hold more than 50% of shares and one of them is the largest shareholder; and
3. domestic wholly-owned enterprises at all levels that are directly or indirectly held by the enterprises mentioned in Paragraph 2.
Article 4 Changes in the state-owned equity of listed companies shall follow the principles of openness, fairness and impartiality, comply with the relevant laws, administrative regulations, rules and regulations of the state, meet the national industrial policy and the direction of adjustments to the allocation and structure of the state-owned economy, and benefit the maintenance and appreciation of state-owned assets and the enhancement of the core competitive advantage of enterprises.
Article 5 Shares involved in changes in the state-owned equity of listed companies shall have a clearly established ownership, without legal limitations specified in laws and regulations.
Article 6 State-owned assets supervision and administration authorities above the provincial level shall be responsible for the supervision and administration of changes in the state-owned equity of listed companies. Upon approval by provincial people's governments, state-owned assets supervision and administration authorities at provincial level may delegate the supervision and administration of changes in the state-owned equity of listed companies below the prefecture level to state-owned assets supervision and administration authorities at prefecture level. State-owned assets supervision and administration authorities at provincial level shall establish the corresponding working mechanisms for supervision and inspection.
Changes in the state-owned equity of listed companies that relate to social public administration matters of the government shall be reported to the relevant government departments according to the law for review. Where the transferees are overseas investors, they shall meet the requirements of the Catalogue for the Guidance of Foreign Investment Industries or negative list administration, and the provisions on security review of foreign investment. In such circumstances, the examining bodies shall seek opinions from the commerce departments at the same levels in respect of whether the transfer acts are in line with policies on absorbing foreign investment. The specific application procedures shall be formulated by the state-owned assets supervision and administration authorities above provincial level in consultation with the commerce departments at the same level under the principles determined in the Circular on Issues concerning Application Procedures for the Transfer of the State-owned Shares of Listed Companies to Foreign Investors and Foreign Enterprises (Shang Zi [2004] No.1).
According to laws, administrative regulations and relevant provisions of the people's governments at the corresponding levels, state-owned assets supervision and administration authorities shall perform examination and approval procedures for changes in the state-owned equity of listed companies subject to the approval of the people's governments at the same levels.
Article 7 State-invested enterprises are responsible for managing the following matters:
1. transfer of the shares of listed companies by state-owned shareholders via the securities trading system, which does not reach the proportion or quantity stipulated in Article 12 hereof;
2. gratuitous transfer or non-public agreement transfer of the shares of listed companies held by state-owned shareholders within the enterprise groups;
3. publicly solicited transfer of the shares of listed companies and issuance of exchangeable corporate bonds by state-owned controlling shareholders, and issuance of securities by the controlled listed companies, which do not lead to such shareholders' shareholding ratios being lower than the rational shareholding ratios; publicly solicited transfer of the shares of listed companies and issuance of exchangeable corporate bonds by state-owned non-controlling shareholders;
4. holding increased issued shares, being transferred under agreement with issued shares, and subscription for the issued shares of listed companies by state-owned shareholders through the securities trading system, which does not lead to the transfer of the controlling right of the listed companies;
5. asset reorganization by state-owned shareholders and listed companies controlled thereby which is not within the scope of material asset reorganization stipulated by the China Securities Regulatory Commission.
Article 8 The rational shareholding ratios of state-owned controlling shareholders shall be determined by the state-invested enterprises concerned through study (for shareholders under the common control with the state-owned controlling shareholders, their shareholding ratios shall be calculated on a consolidated basis) and reported to the state-owned assets supervision and administration authorities for the record.
The specific measures for determining rational shareholding ratios shall be formulated separately by state-owned assets supervision and administration authorities above the provincial level.
Article 9 For changes in the shares of listed companies held by state-owned shareholders, plans shall be developed based on a full feasibility study to formulate a plan, decision-making and approval procedures shall be strictly implemented, operation shall be regulated, and information disclosure and other obligations shall be fulfilled in accordance with the relevant provisions on securities regulation. Prior to the disclosure of changes in the state-owned equity of listed companies, all related parties shall strictly abide by the confidentiality provisions. In the case of violation of confidentiality provisions, the liability of the relevant personnel shall be investigated according to laws and regulations.
Article 10 Changes in the state-owned equity of listed companies shall be reasonably priced based on such factors as public trading price in the securities market, the trading prices of shares of comparable companies, and net asset value per share.
Article 11 State-owned assets supervision and administration authorities shall apply uniform supervision and administration of the state-owned equity of listed companies via the management information system for the state-owned equity of listed companies (hereinafter referred to as the "management information system").
State-invested enterprises shall, through the management information system, submit information on changes in the shares of listed companies held by them to the state-owned assets supervision and administration authorities in a timely, complete and accurate manner.
Among them, changes subject to examination and approval by state-invested enterprises as stipulated herein shall be filed and managed via the management information system and filing forms uniformly numbered shall be obtained.
Chapter II Transfer of the Shares of Listed Companies held by State-owned Shareholders through the Securities Trading System
Article 12 The transfer of the shares of a listed company by a state-owned shareholder through the securities trading system shall be determined according to the internal decision-making procedures of the state-invested enterprise and shall be reported to the state-owned assets supervision and administration authority for filing if it falls under any of the following circumstances:
1.
......