Interim Administrative Measures for the Registration of Property Rights of State-invested Enterprises

Order of State-owned Assets Supervision and Administration Commission of the State Council No.29

April 20, 2012

The Interim Administrative Measures for the Registration of Property Rights of State-invested Enterprises, adopted at the 114th executive meeting of the State-owned Assets Supervision and Administration Commission of the State Council ("SASAC"), are hereby promulgated and shall come into effect as of June 1, 2012.

Chairman of the State-owned Assets Supervision and Administration Commission of the State Council: Wang Yong

Chapter I General Provisions

Article 1 These Measures are enacted pursuant to the Enterprise State-owned Assets Law of the People's Republic of China, the Tentative Measures for the Supervision and Administration of State-Owned Assets of Enterprises (Order of the State Council No.378) and other laws and administrative regulations for the purpose of intensifying the administration of the registration of property rights of State-invested enterprises and reflecting the conditions of the property rights of the enterprises in a timely, actual, dynamic and comprehensive manner.

Article 2 "Registration of property rights of State-invested enterprises" (hereafter referred to as the "property rights registration") as mentioned in these Measures refer to the activities in which the State-owned assets supervision and administration institutions carry out registration and administration on the property rights and distribution status of State-invested enterprises under their administration as authorized by people's governments at the corresponding level.

Article 3 State-invested enterprises, enterprises home and abroad at various level in which the State-invested enterprises (not including companies with State-owned equity) hold the actual controlling rights, and the enterprises with equity investment of State-invested enterprises (hereafter referred to as the "enterprises" uniformly) shall be included into the scope of property rights registration. Public institution subordinate to State-invested enterprise shall be taken as the subsidiary of State-invested enterprise for property rights registration.
"Holding actual controlling rights" as mentioned in the previous Paragraph refers to that in which the State-invested enterprise directly or indirectly holds more than 50% of the shares, or in which the State-invested enterprise, though not holding more than 50% of the shares, is the largest shareholder and can actually control the activities of the enterprise through the shareholders agreement, the articles of association, resolution of the board of directors or other agreements.

Article 4 "Capital contributor" as mentioned in these Measures can be divided into the following five types:
1. Institution that performs the duties of capital contributors;
2. Enterprise established independently or jointly by institutions that perform the duties of capital contributors, wholly State-invested enterprises and wholly State-invested companies;
3. The two types of capital contributors mentioned in Paragraph 1 and 2 above who directly or indirectly hold more than 50% but less than 100% of the shares of the enterprise;
4. The capital contributors mentioned in Paragraph 1-3 above, though not directly or indirectly holding more than 50% of the shares of the enterprise, are the largest shareholder and can actually control the activities of the enterprise through the shareholders agreement, the articles of association, resolution of the board of directors or other agreements; and
5. Enterprise, natural person or other economic organizations other than the above four types of capital contributors in Paragraph 1- 4 of this Article.
The capital contributors in Paragraph 2, Paragraph 3, and Paragraph 4 of this Article shall be uniformly referred to as the "enterprises that perform the duties of capital contributors".

Article 5 The following equity held by the enterprise for the transaction purpose shall not apply for property rights registration,
1. Equity of the listed companies purchased by the enterprise from the secondary market so as to earn the price difference; and
2. Other equity held by the enterprise for sale purpose in the near future (within one year).

Article 6 To handle property rights registration, the enterprise shall have clear property rights. For those enterprises with disputes over the property rights, only after having treated the disputes over the property rights in a timely manner can property rights registration be applied and handled.

Article 7 The State-owned assets supervision and administration institutions at various levels shall be responsible for the registration and administration of the property rights of State-invested enterprises under their administration as authorized by people's government at the corresponding levels. SASAC shall guide and supervise the registration and administration of the property rights carried out by local State-owned assets supervision and administration institutions.

Article 8 State-invested enterprises shall be responsible for the administration of the property rights registration of enterprises, which perform the duties of capital contributors for State-invested enterprises, and apply to State-owned assets supervision and administration institutions for property rights registration.

Article 9 The State-owned assets supervision and administration institutions at various levels and State-invested enterprises shall carry out summary analysis of the data of property rights registration on a regular basis.
The State-owned assets supervision and administration institutions at the provincial level shall, upon the summary analysis, submit the data of property rights registration in their respective regions in the previous year to SASAC before January 31 each year.

Chapter II Types of Property Rights Registration

Article 10 The property rights registration shall include the property rights registration for possession, property rights registration for alternation and property rights registration for cancellation.

Article 11 Where the institution or the enterprise that performs the duties of capital contributors falls under any of the following circumstances, the property rights registration for possession shall be required:
1. Where an enterprise is established by way of investment, division or consolidation;
2. Where the equity of an enterprise is obtained for the first time by way of acquisition or equity investment; or
3. Other circumstances where the property rights registration for possession is required.

Article 12 The property rights registration for possession shall include the following contents:
1. Capital contributors of the enterprise, the type of the capital contributors, amount of capital contributions and the form of capital contributions;
2. Registered capital and the proportion of equity of the enterprise;
3. Name of the enterprise and the level of the enterprise in State-invested enterprise;
4. Organizational form of the enterprise;
5. Registration time and registration place of the enterprise;
6. Main business scope of the enterprise; and
7. Other contents as required by State-owned assets supervision and administration institutions.

Article 13 In case of any of the following circumstances, the property rights registration for alternation shall be handled,
1. Where any change occurs to the name and proportion of the shares of the institution that performs the duties of capital contributors and enterprise that performs the duties of capital contributors;
2. Where any change occurs to the registered capital of the enterprise;
3. Where any change occurs to the name of the enterprise;
4. Where any change occurs to the organizational form of the enterprise;
5. Where any change occurs to registration place of the enterprise;
6. Where any change occurs to the main business of the enterprise; or
7. Other circumstances where the property rights registration for alternation shall be handled.

Article 14 In case of any of the following circumstances, the property rights registration for cancellation shall is required:
1. Where the qualification of the legal identity of enterprise is cancelled for settlement due to dissolution or bankruptcy;
2. The institutions that perform the duties of capital contributors and enterprises that perform the duties of capital contributors no longer exist due to the transfer of property rights, capital reduction, equity contribution and change of the nature of the capital contributors; and
3. Other circumstances where the property rights registration for cancellation shall be required.

Chapter III Procedure for Property Rights Registration

Article 15 Where the economic acts related to property rights registration occur, the enterprise shall apply for property rights registration within 20 working days after the expiration of the relevant economic acts before handling industrial and commercial registration. Where the legal person qualification of the enterprise has been cancelled, the enterprise shall timely handle the cancellation of property rights registration after having handled the industrial and commercial cancellation registration.

Article 16 Where the enterprise applies for property rights registration, the enterprise that performs the duties of capital contributors shall, in light of the filling requirement, fill out relevant registration information and the catalogue of compliance documents of relevant economic acts, and submit to State-invested enterprise level by level. State-invested enterprise shall, after having examined the registration information and the compliance of relevant economic acts, be responsible for applying to State-owned assets supervision and administration institution for registration.
For enterprise jointly invested by the State-owned assets supervision and administration institution and the enterprises that perform the duties of capital contributors under its administration, the party holding the actual controlling rights shall be responsible for applying for property rights registration; where neither of the two parties holds the actual controlling rights, the party holding the larger proportion of shares shall be responsible for applying for property rights registration; where the two parties hold equal proportion of shares, the party selected by the two parties shall be responsible for applying for property rights registration.
For enterprise not jointly invested by the State-owned assets supervision and administration institution and the enterprises that perform the duties of capital contributors under its administration, each party shall separately be responsible for applying for property rights registration.

Article 17 State-owned assets supervision and administration institution shall register the enterprise satisfying the registration requirements within 10 working days after the State-invested enterprise submitted property rights registration information. For the enterprise with inappropriateness in the operation of relevant economic acts, State-owned assets supervision and administration institution shall send a written notice that requires rectification within a time limit to the State-invested enterprise and register it after the rectification has been made.

Article 18 For State-invested enterprises that have handled the property rights registration, State-owned assets supervision and administration institution shall issue the property rights registration certificate; for other enterprises that have handled the property rights registration, State-owned assets supervision and administration institution or State-invested enterprises authorized by State-owned assets supervision and administration institution shall issue the Property Rights Registration Table.
The Property Rights Registration Certificate and the Property Rights Registration Table are the certificates for the completion of the property rights registration and are the documents objectively recording the basic information of the property rights of the enterprises.
The format and content of the Property Rights Registration Certificate and the Property Rights Registration Table shall be uniformly formulated and printed by SASAC, and the enterprises shall not make revision arbitrarily in the use process.

Article 19 Enterprises shall submit the Business License of Enterprise Legal Person and the Table for Industrial and Commercial Modification Registration to State-owned assets supervision and administration institutions within 10 working days after having handled the industrial and commercial registration. The enterprise shall verify relevant documents where the industrial and commercial registration information is not consistent with the property rights registration information, and shall revise and resubmit the Business License of Enterprise Legal Person and the Table for Industrial and Commercial Modification Registration where it involves modification of property rights registration information. State-owned assets supervision and administration institutions or State-invested enterprises shall, after having confirmed relevant registration information, reissue the Property Rights Registration Certificate or the Property Rights Registration Table.

Article 20 Where the property rights registration only involves the change of such basis information as the name of the enterprise, the registration place and the main business, the enterprise may apply for the property rights registration after having handled the industrial and commercial registration.

Chapter IV Administration of Property Rights Registration

Article 21 State-invested enterprises shall establish and perfect the property rights registration system and work system, fulfill the responsibilities of property rights registration administration, and supervise and examine the implementation of the systems. The result of the annual examination shall be reported to State-owned assets supervision and administration institution in written forms.

Article 22 State-owned assets supervision and administration institutions at various levels shall examine the daily registration, annual examination as well as the implementation of rectification items within the time limit of the property rights registration of the enterprises, and shall circulate a notice.

Article 23 State-owned assets supervision and administration institutions and State-invested enterprises shall establish and perfect property rights registration archives management system. For the completed property rights registration items, State-invested enterprises shall timely sort out the documents as listed in catalogue of compliance documents, put them into files, and establish property rights registration archives for each enterprise.

Article 24 Where the enterprise, in violation of these Measures, has committed any of the following acts, it shall be ordered to make correction, or circulated a notice for criticism by State-owned assets supervision and administration institutions; and the responsibilities of the leader and relevant staff of the enterprise shall be investigated according to relevant provisions where losses are caused to State assets,
1. Failing to apply for property rights registration in a timely and truthful manner according to these Measures;
2. Failing to make rectifications within the time limit; or
3. Forging or altering Property Rights Registration Certificate or the Property Rights Registration Table.

Chapter V Supplementary Provisions

Article 25 State-owned assets supervision and administration institutions at the provincial level shall formulate the specific implementing measures within their respective regions in light of these Measures.

Article 26 These Measures shall come into effect as of June 1, 2012.