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Regarding the registration of state-owned financial capital’s property rights, the Ministry of Finance has issued new regulations

TIME:2020-09-30 SOURCE:admin VIEWS:281 times

The Ministry of Finance recently issued the “Administrative Measures for the Registration of State-owned Financial Capital Property Rights (Trial)” (hereinafter referred to as the “Measures”), aiming to implement the spirit of the “Guiding Opinions of the Central Committee of the Communist Party of China and the State Council on Improving the Management of State-owned Financial Capital” and establish a complete process and comprehensive Cover the basic management system of state-owned financial capital, effectively strengthen the management of state-owned financial capital property rights registration, timely, comprehensively and accurately reflect the changes and distribution of state-owned financial capital, realize the whole-process supervision of state-owned property rights, and prevent the loss of state-owned assets.

According to the “Measures”, the main body of property registration is a financial institution. The headquarter of the financial institution is responsible for the application for property rights registration at this level, as well as the supervision and management of the property rights registration application, review, and inspection of its affiliated enterprises, and is responsible for the authenticity, completeness and legality of the registered property rights.

The “Measures” require that the institutions handling property rights registration should have clear ownership. Where the ownership of property rights is unclear, property rights disputes occur, or assets are frozen by judicial organs, the registration of property rights shall be suspended, and the property rights registration shall be applied for within 30 days after the property rights are clearly defined, the disputes are settled, or the assets are unfrozen by the judicial organs.

The responsibilities performed by the financial departments at all levels include: confirming the ownership of state-owned property rights of financial institutions in accordance with the law, straightening out property rights, and issuing property rights registration certificates (forms); supervising the capital contribution and property rights changes and disposal behaviors of state-controlled financial institutions; Record freezing and other property rights or change matters; supervise the operation of state-owned capital of financial institutions; statistics, monitor, summarize and analyze the possession, use and change of state-owned financial capital.

Attachment: Measures for the Administration of the Registration of State-owned Financial Capital Property Rights (for Trial Implementation)

Chapter One General Provisions

Article 1 In order to strengthen the registration and management of the property rights of state-owned financial capital, timely, comprehensively and accurately reflect the changes and distribution of state-owned financial capital, realize the dynamic penetrating supervision of the entire chain of state-owned property rights changes, and prevent the loss of state-owned assets. The Guidelines for Improving the Management of State-owned Financial Capital” (Zhongfa [2018] No. 25), and the “Administrative Measures for the Registration and Management of State-owned Assets of Enterprises” (Order No. 192 of the State Council) formulate these Measures.

Article 2 The term “state-owned financial capital” as mentioned in these Measures refers to the capital and the rights and interests that the state and its authorized investment entities directly or indirectly contribute to financial institutions. The capital formed by financial institutions supported by state power and credit and the rights and interests that they should enjoy shall be included in the management of state-owned financial capital, unless otherwise provided by law.

The term “financial institutions” as mentioned in these Measures includes all types of financial enterprises established in accordance with the law that have obtained financial business licenses, sovereign wealth funds, financial holding companies, financial investment operating companies, and financial infrastructure and other enterprises or institutions that substantially carry out financial services.

The property rights registration mentioned in these Measures refers to the behavior of the financial department to register and manage the property rights of financial institutions that possess state-owned financial capital, their distribution and changes.

Article 3 Financial institutions that possess state-owned financial capital (hereinafter collectively referred to as financial institutions) established within or outside the People’s Republic of China shall handle property rights registration in accordance with the provisions of these Measures. State-controlled financial institutions have actual control rights at home and abroad, and enterprises at all levels of domestic and overseas investment and equity participation by the aforementioned enterprises (hereinafter collectively referred to as affiliated enterprises) shall be included in the scope of property rights registration. The affiliated enterprises include non-financial enterprises.

The state-controlled financial institutions mentioned in the preceding paragraph refer to financial institutions (including wholly state-owned financial institutions and wholly state-owned financial institutions) that are controlled by the state or have actual control rights through investment relationships, agreements, or other arrangements.

Article 4 These Measures divide the paid-in capital of financial institutions into the following five categories according to the source of capital contributions:

(1) State capital refers to the direct capital contribution of the state and its authorized investment entities to financial institutions, and the capital formed by financial institutions supported by state power and credit (except as otherwise provided by law);

(2) State-owned investment, capital formed by the investment of the state and its authorized investment entities, wholly state-owned enterprises, wholly state-owned companies and enterprises established solely or jointly;

(3) State-owned absolute controlling investment, capital formed by the state and its authorized investment entities and state-owned investors, directly or indirectly, by enterprises whose shareholding ratio exceeds 50% but less than 100%;

(4) The state-owned actual control of capital contributions, the investors of the above three types of capital directly or indirectly hold no more than 50% of the shares but have enough voting rights to have a significant impact on the resolutions of the shareholders (general) meeting, or pass shareholder agreements, articles of association, The capital formed by the capital contribution of the enterprise whose board of directors resolution or other arrangement can actually control the enterprise’s behavior;

(5) Other capital contributions, capital formed by capital contributions by enterprises, natural persons or other economic organizations other than the above four types of investors.

Contributors of (1), (2), (3), and (4) capital are collectively referred to as state-controlled contributors.

Article 5 The following types of equity may not be registered for property rights:

(1) Equity assets formed by financial institutions that are repaid to debtors, guarantors, or third parties through the exercise of creditor’s rights or security real rights in accordance with the law, as well as normal business operations such as entrusted financial management, are not within the scope of property rights registration, but they must be Relevant regulations do a good job of internal registration and disposal.

(2) If the equity held for the purpose of trading is not accounted for under long-term equity investment, no property rights registration shall be conducted. When the purpose of holding is changed, the property right registration shall be handled in time as required.

Article 6 The subject of registration of property rights is a financial institution. The headquarter of the financial institution is responsible for the application for property rights registration at this level, as well as the supervision and management of the property rights registration application, review, and inspection of its affiliated enterprises, and is responsible for the authenticity, completeness and legality of the registered property rights.

Article 7 The institution handling property rights registration shall have clear ownership. Where the ownership of property rights is unclear, property rights disputes occur, or assets are frozen by judicial organs, the registration of property rights shall be suspended, and the property rights registration shall be applied for within 30 days after the property rights are clearly defined, the disputes are settled, or the assets are unfrozen by the judicial organs.

Article 8 The registration and management authority for the property rights of state-owned financial capital shall be the financial department at the same level. The registration of the property rights of state-owned financial capital shall be organized and implemented by the financial department above the county level (including the county level, the same below) in accordance with the principles of unified regulation and hierarchical management.

(1) The Ministry of Finance is responsible for the registration and management of the property rights of central state-owned financial capital.

(2) The local financial department at or above the county level is responsible for the registration and management of the property rights of state-owned financial capital at the corresponding level.

The financial department at a higher level shall guide and supervise the registration and management of the property rights of state-owned financial capital by the financial department at a lower level. According to the commission of the Ministry of Finance, the local regulatory bureaus of the Ministry of Finance assist in the registration of the property rights of the central state-owned financial capital and carry out the supervision and management of the registration of the property rights of the territorial state-owned financial capital.

Article 9 Financial departments at all levels perform the following duties:

(1) Confirm the ownership of state-owned property rights of financial institutions in accordance with the law, straighten out the property rights relationship, and issue property rights registration certificates (forms);

(2) Supervise the capital contribution and property rights changes and disposal of state-controlled financial institutions;

(3) Recording of matters such as the judicial freezing of the property rights of financial institutions or changes in property rights;

(4) Supervising the state-owned capital operation of financial institutions;

(5) Statistics, monitoring, summary and analysis of state-owned financial capital possession, use and changes;

(6) Submit an analysis report on the registration of state-owned financial capital’s property rights and changes in property rights to the financial department at a higher level.

The state-owned financial capital property right registration management system, property right registration certificate (form) and property right registration information system are uniformly formulated, produced and developed by the Ministry of Finance.

Article 10 The division of responsibilities for the registration of state-owned financial capital’s property rights:

(1) For a financial institution jointly invested and established by two or more state-controlled contributors, the financial department in charge of property registration shall be determined according to the property ownership of the contributors who have actual control rights; if neither party has actual control rights, It is determined by the party with the largest shareholding ratio; if the shareholding ratio of all parties is equal, it shall be determined by the party jointly elected by them.

(2) First-level financial institutions under the direct management of the people’s governments or government departments at all levels shall be issued by the financial department with a property right registration certificate; other institutions shall be issued with a property right registration form by the financial department.

Article 11 The property right registration certificate (form) is a certificate for a financial institution to complete a property right registration. It is a document that objectively records the basic information of the property rights of a financial institution. It is a certificate for a financial institution to possess and use state-owned financial capital in accordance with the law. The basic basis for the ownership of property rights.

When a financial institution handles the evaluation of state-owned equity assets, the transfer of state-owned property rights and other related matters, if it is required to handle property rights registration according to regulations, it must issue a property rights registration certificate (form).

Chapter II Form and Content of Property Right Registration

Article 12 The registration of property rights is divided into registration of possession of property rights, registration of property rights changes and registration of property rights cancellation.

Article 13 In any of the following circumstances, registration of property ownership shall be handled:

(1) New establishments due to investment, division, or merger;

(2) Acquiring institutional equity as a result of acquisition or investment in shares;

(3) Other situations where the registration of property ownership should be handled.

Article 14 The registration of property ownership shall include the following contents:

(1) The name of the institutional investor, the type of funding, the amount of funding, the form of funding, and the source of funding;

(2) The registered capital and capital contribution ratio of the institution;

(3) The name and level of the institution;

(4) Organizational form and category of the institution;

(5) The time and place of registration of the institution;

(6) The main business scope and industry of the institution;

(7) Information about the main management personnel of the institution;

(8) Other content required by the financial department.

Article 15 To apply for registration of property possession, the following documents and materials shall be submitted:

(1) Application for registration of possession of property rights;

(2) The registration declaration form for the possession of property rights of state-owned financial capital;

(3) Economic behavior decision or approval documents;

(4) Institutional charter;

(5) The capital contribution certificate and the latest financial accounting report of the possessing unit;

(6) A photocopy of the main investor’s “Business License” or other certification documents, and the state-owned property rights certification documents of the state-controlled investor:

(7) Copy of “Business License”, “Public Institution Legal Person Certificate” or “Social Organization Legal Person Registration Certificate”;

(8) Other documents and materials determined by the financial department to be submitted.

Article 16 In any of the following circumstances, registration of property rights changes shall be handled:

(1) Changes in the name, place of registration, main business scope, and legal representative of domestic institutions;

(2) Changes in registered capital;

(3) Changes in organizational form, institution category and level;

(4) Changes in the name, type of capital contribution, amount of capital contribution, and proportion of capital contribution of the state-controlled investor;

(5) Other situations where the registration of property rights changes should be handled.

Article 17 To apply for the registration of changes in property rights, the following documents and materials shall be submitted:

(1) Application for registration of property rights change;

(2) A declaration form for the registration of changes in the property rights of state-owned financial capital;

(3) Economic behavior decision or approval documents;

(4) Property registration certificate (form);

(5) Copy of “Business License”, “Public Institution Legal Person Certificate” or “Social Organization Legal Person Registration Certificate”;

(6) The revised organization charter;

(7) The capital contribution certificate and the latest financial accounting report of the changed unit;

(8) If there is a change in the state-owned controlled investor, submit the newly added state-owned controlled investor’s “Business License”, “Public Institution Legal Person Certificate” or “Social Organization Legal Person Registration Certificate” copies and state-owned property rights certificates;

(9) For the transfer of state-owned property rights, capital increase and share expansion through a property rights trading agency, submit the state-owned property rights related transaction certificates issued by the property rights trading agency;

(10) Other documents and materials determined by the financial department to be submitted.

Where a financial institution’s application for the registration of changes in property rights only involves Article 16 (1) and only involves changes in the names of state-controlled investors, it may only submit the requirements specified in Article (1) to (6) and (10). Documents and information.

Article 18 In any of the following circumstances, the property rights cancellation registration shall be handled:

(1) Liquidation due to dissolution or bankruptcy and cancellation of legal person status;

(2) As a result of the transfer of property rights, capital reduction, equity capital contribution, change in the nature of the investor, etc., there is no longer a state-controlled investor among the investors;

(3) Other situations in which the property rights cancellation registration should be handled.

Article 19 To apply for the cancellation of property rights registration, the following documents and materials shall be submitted:

(1) Application for registration of property rights cancellation;

(2) Declaration form for cancellation of registration of property rights of state-owned financial capital;

(3) Economic behavior decision or approval documents;

(4) Cancellation certificate;

(5) A copy of the property right registration certificate (form), “Business License”, “Public Institution Legal Person Certificate” or “Social Organization Legal Person Registration Certificate”;

(6) The institution’s asset inventory and liquidation report, or asset evaluation record form and approval document;

(7) Agreements and plans for paid transfer of state-owned property rights (equity) or overall restructuring;

(8) If the transferee is an enterprise, it shall submit a copy of the “Business License”; if the transferee is an institution or a social organization, it shall submit a copy of the “Public Institution Legal Person Certificate” or the “Social Organization Legal Person Registration Certificate”; If the transferor is a natural person, a copy of the natural person’s valid ID card shall be submitted;

(9) For the transfer of state-owned property rights through a property rights transaction agency, a transaction certificate for the transfer of state-owned property rights issued by the property rights transaction agency shall be submitted;

(10) Other documents and materials determined by the financial department to be submitted.

Chapter III Property Rights Registration Procedure

Article 20 When financial institutions (including affiliated enterprises, the same below) engage in economic activities related to property rights registration, they shall apply for property rights registration within 30 days after the completion of the related economic activities. If an application is made after the expiry date, an application document signed by the principal person in charge of the unit shall be submitted in writing, stating the reason for the overdue period; the financial department shall indicate the word “reissue” in the property right registration certificate (form).

Article 21 When applying for registration of property rights, a financial institution shall, in accordance with the filing requirements of the property rights registration system, fill in the relevant registration content and the catalogue of relevant economic behavior compliance materials, and submit relevant documents and materials (including electronic files), and submit them level by level Financial institution headquarters. After reviewing the registration content and the compliance of related economic activities, the financial institution headquarters shall apply for registration with the financial department through the property rights registration system.

When applying for the registration of property rights at this level, the headquarters of the financial institution shall also organize the paper materials of the required documents and materials into a roll, and attach a list of directories. Failure to submit documents and materials as required will not be accepted by the financial department.

Article 22 The financial department shall, within 30 days of receiving the property right registration information submitted by the financial institution’s headquarters, register the property right of the financial institution that meets the registration requirements; The department shall issue a notice of rectification within a time limit to the headquarters of the financial institution, and handle the property right registration after the rectification is completed.

Article 23 For financial institutions whose application materials for property rights registration have been examined and approved by the financial department, the financial department shall issue a property right registration certificate (form) in accordance with regulations.

After the deregistration of the property right of a financial institution, the property right registration certificate (form) shall be withdrawn in time and be cancelled.

Article 24 If a financial institution has not gone through the registration of the ownership of property rights, in the event of a change or cancellation of property rights, it shall first make up the registration of the possession of property rights, and then apply for the registration of property rights change or cancellation. The transfer of state-owned property rights shall not be carried out without the registration of the possession of property rights.

When a financial institution completes the registration of property ownership, it shall submit its establishment (acquisition, investment in equity) and self-establishment (acquisition,Documents and materials of property rights changes that occurred from the time of the registration of the ownership of property rights.

Chapter IV Property Right Registration Supervision and Management

Article 25 The headquarters of financial institutions and their affiliated enterprises shall establish and improve the property rights registration system and work system, implement the responsibilities of property rights registration management, and clarify the functional departments and post personnel of the unit. The headquarters of financial institutions shall supervise and inspect the implementation of the system. The results of the annual inspection shall be reported to the financial department in writing.

Article 26 The financial department shall supervise the daily registration status, annual inspection status and implementation status of rectification items within a time limit of the property rights registration work of financial institutions, and report the status to relevant units.

Article 27 The headquarters of a financial institution shall, before May 20 each year, complete the supervision and inspection of the property rights registration of its own level and its affiliated enterprises in the previous year, and report to the financial department for the record. Annual supervision and inspection filing materials include:

(1) Report on the results of annual supervision and inspection of property rights registration;

(2) State-owned financial capital property rights registration supervision and inspection form;

(3) Annual report on the operation of state-owned financial capital;

(4) A copy of the property right registration certificate (form) and the “Business License”, “Public Institution Legal Person Certificate” or “Social Organization Legal Person Registration Certificate”;

(5) The previous year’s financial accounting report audited by a certified public accountant;

(6) Other documents and materials determined by the financial department to be submitted.

Article 28 The annual report on the operation of state-owned financial capital is a written document that reflects the financial institution’s operation of state-owned financial capital and changes in property rights during the year of inspection. The main report is as follows:

(1) The maintenance and appreciation of state-owned financial capital;

(2) Actual availability of state-owned capital and changes in its increase or decrease;

(3) Changes in the distribution and structure of state-owned capital, including foreign investment and investment income;

(4) The property rights change of the financial institution and its affiliated enterprises and the registration of corresponding property rights changes;

(5) The provision of guarantees and the freezing of assets by judicial organs and other matters of property rights or changes;

(6) Other issues that need to be explained.

Article 29 The lower-level financial department shall prepare and submit to the higher-level financial department before June 20 each year the annual summary sheet of the property rights registration of state-owned financial capital at the same level and the analysis report on the status of property rights changes in the previous year.

Article 30 Financial institutions shall promptly rectify the problems found in the annual supervision and inspection of property rights registration and, in accordance with the provisions of these Measures, apply for additional property rights registration or correct the original registration content. If rectification is not made in time as required, the financial department shall issue a circular criticism or warning to the relevant unit.

Article 31 The financial department shall sign an annual supervision opinion on the property right registration certificate based on the supervision of property rights registration and the rectification of problems.

Article 32 No unit or individual may forge, alter, lease, lend, or sell property registration certificates (forms). If the property right registration certificate (form) is lost or damaged, the circumstances shall be explained, and then an application for a replacement shall be made to the financial department that originally issued the property right registration certificate (form).

Article 33 Financial institutions shall ensure that the application materials are comprehensive, true and effective, fill in the corresponding content of the property rights registration according to regulations, and truthfully declare the relevant documents and materials of the ownership, change and deregistration of property rights within the prescribed time limit to ensure that electronic files and paper quality The materials are the same.

Article 34 The financial department and the headquarters of financial institutions shall establish and improve the management system of property registration files; the headquarters of financial institutions shall organize and file relevant materials in a timely manner for the completed property registration matters, and establish property registration files by households.

Article 35 Where a financial institution commits one of the following acts during the process of property registration, the financial department shall order it to make corrections. If the circumstances are serious, the unit shall be notified and criticized, and fines may be imposed according to regulations, and relevant departments or units shall be asked to impose sanctions on relevant leaders and directly responsible persons in accordance with regulations. If the loss of state-owned assets is caused, the leaders of relevant units and relevant personnel shall be held accountable in accordance with relevant regulations. If a crime is suspected, it shall be transferred to judicial organs for handling:

(1) Failure to timely and truthfully apply for property registration in accordance with the provisions of these Measures;

(2) Forging, altering, renting, lending, or selling property registration certificates (forms);

(3) Other violations of laws and regulations.

Article 36 In the process of the transfer and disposal of the property rights of state-owned financial capital, if the financial institution that is required to register the property rights fails to produce the property rights registration certificate (form), the property rights transaction institution shall not accept the transfer application.

Article 37 The staff of the financial department shall strictly implement these Measures in the work of property rights registration, and shall not neglect their duties or abuse their powers. If there are violations of registration and other violations of power, dereliction of duty, malpractice for personal gain, etc., they shall be held accountable in accordance with the relevant provisions of the Civil Service Law, the Supervision Law and other relevant provisions; suspected crimes shall be transferred to the judicial authorities for handling.

Chapter V Supplementary Provisions

Article 38 The financial departments at the provincial level may formulate specific measures for the registration and management of local state-owned financial capital property rights based on the actual conditions of their respective regions, and report them to the Ministry of Finance for the record.

Article 39 Subordinate institutions such as public institutions affiliated to state-controlled financial institutions shall be deemed as their subsidiary enterprises to register their property rights.

Article 40 Financial institutions run by administrative institutions (except financial management departments) and financial institutions run by non-financial state-owned enterprise groups shall apply to the corresponding state-owned assets supervision and management agency for property rights registration.

The above-mentioned financial institutions that have obtained the registration certificate (form) of the property rights of state-owned assets shall report the property rights information to the financial department according to the certificate (form), and the financial department shall not repeat the review.

Article 41 These Measures shall come into force on October 20, 2019. The “Interim Measures for the Registration and Administration of State-owned Assets of Financial Enterprises” (Caijin [2006] No. 82) shall be repealed at the same time.

Source: China Financial News

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