State-owned Assets Supervision | The State-owned Assets Supervision and Administration Commission answers questions related to state-owned assets supervision (March 2024)
Answers to State-owned Assets Supervision Questions State-owned Assets Supervision and Administration Commission website
The State-owned Assets Supervision and Administration Commission released the "Five Hotspots for Interaction on the State-owned Assets Supervision and Administration Commission's Website in March 2024" on April 1, 2024, to answer questions related to state-owned assets supervision . This article discusses the scope of financial derivatives business engaged in by central enterprises in Document No. 8 involved in this regulatory answer , whether it is necessary to enter the market to acquire real estate through non-development methods, the scope of application of the "Guidelines for the Free Transfer of State-owned Property Rights of Enterprises", and non-public The identification of specific industries in the transfer of state-owned assets and the identification of trade businesses in Document No. 74 will be compiled and shared.
one
Document No. 8: Finance engaged in by central enterprises
Scope of derivatives business
According to the "Notice on Matters Concerning Effectively Strengthening the Management of Financial Derivative Business" (Guozi Facai Pinggui [2020] No. 8) (" Circular No. 8 "), the financial derivative business referred to in Circular No. 8 mainly includes central enterprises engaged in domestic and overseas Commodity derivative business (referring to financial derivative business with commodities as the underlying asset, including commodity futures, options, etc.) and currency derivative business (referring to financial derivative business with currency or interest rate as the underlying asset, including forward contracts, futures, options, swaps, etc.). Therefore , the financial derivatives business stipulated in Document No. 8 does not include stock index futures, options and other derivative businesses with stocks as the underlying assets .
two
Acquire property in a non-development manner
Do you need to enter the market?
During the daily production and operation activities of state-owned enterprises , the behavior of selling products does not fall within the scope of the "Measures for the Supervision and Administration of State-owned Assets Transactions of Enterprises" (Order No. 32 of the State-owned Assets Supervision and Administration Commission of the State Council and the Ministry of Finance) (" Order No. 32 "), and does not require property rights transactions . The organization is publicly listed . For example, the sale of self-developed properties by state-owned real estate development enterprises, the sale of cars produced by state-owned automobile manufacturers, etc. are the daily business activities of the enterprise and do not fall within the scope of Order No. 32. There is no need to enter the market for transactions, and sales are carried out in accordance with industry practices. If the relevant properties and vehicles are listed as fixed assets , the transfer of the above fixed assets shall be carried out in accordance with the relevant provisions of Order No. 32 .
three
"Free transfer of state-owned property rights of enterprises"
Scope of application of the Work Guidelines
The "Guidelines for the Free Transfer of State-owned Property Rights of Enterprises" (Guozifa Quanquan [2009] No. 25) regulates the free transfer of state-owned property rights of central enterprises . Whether local state-owned enterprises can refer to it and apply it is decided by local state-owned assets supervision agencies .
Four
Non-public transfer of state-owned assets
Identification of specific industries
Article 48 of Order No. 32 stipulates that the external transfer of production equipment, real estate, projects under construction, land use rights, creditor's rights, intellectual property rights and other assets above a certain amount by an enterprise shall be carried out in accordance with the enterprise's internal management system and the corresponding decision-making procedures shall be carried out in the property rights trading institution. Conducted in public. If the transfer of assets within a state-funded enterprise or in a specific industry really requires a non-public transfer between state-owned and state-owned holding or state-owned actual controlled enterprises , the transferor shall report to the state-funded enterprise for review and approval step by step.
The “specific industries” in Article 48 of Order No. 32 are principle requirements and generally refer to industries where national laws and regulations or industry authorities have specific requirements for asset disposal . Order No. 32 is a principled statement regarding enterprises whose main business is in important industries and key fields related to national security and the lifeline of the national economy . It generally refers to industries such as military and defense technology, power grids, petroleum and petrochemicals, and telecommunications , as well as those that serve national strategic goals, Enterprises in important forward-looking strategic industries and key fields , etc., shall be adjusted according to the mission tasks and functional positioning undertaken by the state-owned economy . In practice, specific enterprises are determined by state-owned assets supervision agencies at all levels based on actual conditions. Articles 8 and 31 of Order No. 32 stipulate the transfer of enterprise property rights, and the transfer of enterprise assets cannot be referred to .
five
Determination of trade business in Document No. 74
The "Notice on Regulating the Trade Management of Central Enterprises and Strictly Prohibiting All Types of False Trade" (Guozi Facai Appraisal Regulations [2023] No. 74) stipulates that the trading business refers to the " two ends outside " (original purchasing end, final sales end) engaged in to earn the difference between purchase and sale. The commodity buying and selling activities (both ends are outside the central enterprise group ) do not include procurement and sales around production and internal trade business between subsidiaries. Among them, “all are outside the central enterprise group” means that they are all outside a certain central enterprise group .
Reference links:
"Five interactive hot spots on the SASAC website in March 2024",
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Phone: +86 21 6061 3518Email: tedhu@zhonglun.com?
Cheng Ping Lawyer
Shanghai Office Capital Markets Department
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