Chapter 1  Total  

The first article  To regulate the change of state -owned equity changes in listed companies，Promote the optimization of state -owned resources，Equality Protect the legitimate rights and interests of various investors，Prevent state -owned asset loss，According to the "Company Law of the People's Republic of China"、"Securities Law of the People's Republic of China"、"State -owned Assets Law of the People's Republic of China"、"Interim Regulations on the Supervision and Management of Enterprise State -owned Assets" and other laws and regulations，Formation of these Measures。

Article 2  The State -owned Equity Change Behavior of Listed Companies mentioned in this Measures，refers to the state -owned equity holdings of listed companies、Quantity or proportion of changes，Specific: the shares of the listed company held by state -owned shareholders transfer through the securities trading system、Public solicitation transfer、Non -public agreement transfer、Rotary for free、indirect transfer、State -owned shareholders issued exchangeable corporate bonds; state -owned shareholders increase their holdings through securities trading systems、Agreement to accept the agreement、Indirect Performing Ryo、To acquire listed companies shares and subscribe to the issue of listed companies to issue shares;、Issuing securities; state -owned shareholders and listed companies conduct asset reorganizations and other behaviors。

Article 3  The state -owned shareholders referred to in these measures refer to companies and units that meet one of the following circumstances，Its securities account marks "SS":

(1) Government department、Institution、Institutions、State -owned or wholly -owned enterprises in China;

(2) In paragraph 1, the exclusive shareholding ratio of the unit or enterprise exceeds 50%，or the total shareholding ratio exceeds 50%，One of them is the domestic enterprise of the largest shareholder;

(3) In paragraph 2, the company's wholly -owned or wholly -owned enterprises at all levels of the enterprise directly or indirectly hold the shares。

Article 4  State -owned equity changes in listed companies should be disclosed、Fairness、Principles of Justice，Comply with relevant national laws、Administrative regulations and rules and regulations，In line with the direction of adjustment of national industrial policies and the structure of state -owned economic layout，It is conducive to state -owned capital preservation and value -added，Improve the core competitiveness of the enterprise。

Article 5  The shares involved in the changes in state -owned equity of listed companies should be clear，There is no situation that is limited by laws and regulations。

Article 6  The supervision and management of changes in state -owned equity of listed companies shall be responsible for the supervision and management agency of state -owned assets at or above the provincial level。Provincial State -owned Assets Supervision and Administration Institutions Reported to the Provincial People's Government's consent，The supervision and management of state -owned equity changes in the state -owned state -owned equity below the prefecture -level level is handed over。Provincial state -owned asset supervision and management institutions must establish a corresponding supervision and inspection working mechanism。

State -owned equity changes in listed companies involved in government social public management matters，shall be reported to the relevant government departments for review。Transferee is an overseas investor，It should meet the requirements of the foreign investment industry guidance directory or negative list management，Regulations on the safety review of foreign investment，Involved in this kind of situation，After receiving the relevant application，Should the transfer behavior consistent with the absorption of foreign investment policies to solicit opinions from the business department at the same level，The specific application procedure is shared by the business department of the company at the same level by the state -owned asset supervision and management institution at or above the provincial level. Number) Determined principle formulation。

According to the law、Administrative Regulations and the relevant regulations of the people's government at the same level，The state -owned equity changes of the listed company approved by the people's government at this level，State -owned assets supervision and management institutions shall perform the submission procedure。

Article 7  State -funded enterprises are responsible for managing the following matters:

(1) State -owned shareholders transfer the listed company shares in the transaction system of the state -owned shareholders，The proportion or quantity specified in Article 12 of these Measures;

(2) The shares of the listed company held by the state -owned shareholders in the inside of the company's group、Non -public agreement transfer matters;

(3) Public collection and transfer of listed companies held by state -owned controlling shareholders、Issuing the issuance of securities of exchange company bonds and the listed company controlled by the controlled by the controlled by the holding of the listed listed company，It has not caused its shareholding ratio lower than the proportion of a reasonable shareholding; the shares of the listed company held by the state -owned participating shareholders are collected and transferred、Issuing exchanging corporate bond matters;

(4) State -owned shareholders increase their holdings through securities trading systems、Agreement to accept the agreement、Subscribe to the issue of listed companies issued shares, etc., which have not caused the transfer of controlling stake in listed companies;

(5) State -owned shareholders conducted asset reorganization with the listed company they controlled，It is not a major asset reorganization scope stipulated by the China Securities Regulatory Commission。

Article 8  A reasonable shareholding ratio of state -owned controlling shareholders (the same controller belongs to the same controller as state -owned controlling shareholders，The proportion of its shares shall be consolidated and calculated)，and report to the state -owned asset supervision and management institution for filing。

The specific measures to determine the proportion of reasonable shares shall be formulated separately by the state -owned asset supervision and management institutions at or above the provincial level。

Article 9  The changes in the shares of the listed company held by state -owned shareholders should formulate a plan on the basis of adequate and feasible research，Strictly perform decision -making、Approval procedures，Specification operation，Performing obligations such as information disclosure in accordance with the relevant provisions of securities supervision。Before the disclosure of the state -owned equity change information of the listed company，All related parties must strictly abide by the confidentiality regulations。Violation of confidentiality regulations，The responsibility of relevant personnel should be investigated in accordance with laws and regulations。

Article 10  State -owned equity changes in listed companies shall be based on the public transaction price of the securities market、Comparable company stock transaction price、Righteous prices of net asset values ​​per share。

Article 11  State -owned Assets Supervision and Administration Institutions Implement a unified supervision of state -owned equity changes in the state -owned equity of listed companies through the state -owned equity management information system (hereinafter referred to as management information system) of listed companies。

State -funded enterprises shall pass the management information system，Timely、Full、Accurately submit the changes in the shares of the listed company to the state -owned assets supervision and management institution。

Where，In accordance with these Measures, changes that are reviewed and approved by the state -funded enterprise must be managed by the management information system for filing and management，and get a unified number of filing forms。

Chapter 2  Listed company shares held by state -owned shareholders

Transfer through the securities trading system

Article 12  State -owned shareholders transfer to listed companies through the securities trading system，Decisions according to the internal decision -making procedures of state -funded enterprises，There is one of the following circumstances，It should be reported to the state -owned assets supervision and management agency for review and approval:

(1) State -owned controlling shareholders' transfer of listed companies shares may cause the shareholding ratio to be lower than the proportion of reasonable shareholding;

(2) Listed companies with a total share capital of not more than 1 billion shares，State -owned controlling shareholders intend to have a cumulative net Stake Sports Bettingtransfer within an accounting year (cumulative transfer shares deduct the balance after the cumulative increase of holdings，The same below) reaches 5%or more in total share capital; listed companies with total share capital with more than 1 billion shares，State -owned controlling shareholders intend to have a cumulative net transfer number of 50 million shares or above within a accounting year;

(3) State -owned participating shareholders intend to have a cumulative net Stake Sports Bettingtransfer within an accounting year to reach 5%and above the total share capital of the listed company。

Article 13  National funding enterprise、State -owned Assets Supervision and Administration Agency decided or approved the state -owned shareholders when transferring to the shares of listed companies through the securities trading system，The following documents should be reviewed:

(1) State -owned shareholders transfer the internal decision -making documents of listed companies shares;

(2) State -owned shareholders transfer listed companies' shares，The content includes but is not limited to: the necessity of transfer，Basic situation of state -owned shareholders and listed companies、Main financial data，It is intended to transfer the share of the shares，Transfer of the base price and the basis for determining，Transfer quantity、Transfer time limit, etc.;

(3) The feasibility study report of the transfer of shares of listed companies;

(4) State -funded enterprises、State -owned Assets Supervision and Administration Organization believes that other documents that are necessary。

Chapter 3  Public collection and transfer of listed companies held by state -owned shareholders

Article 14  Public solicitation transfer refers to disclosure information of state -owned shareholders in accordance with the law，Call for the behavior of the transferee transferred the shares of the listed company。

Article 15  State -owned shareholders intend to publicly collect and transfer the shares of listed companies，After fulfilling the internal decision -making process，Should inform the listed company in writing，Discovered by listed companies in accordance with the law，Perform prompt announcements。State -owned controlling shareholders' public solicitation and transferring shares of listed companies may lead to the transfer of controlling stake in listed companies，It should be notified to apply for a suspension of trading。

Article 16  After the listed company issued a prompt announcement，State -owned shareholders shall promptly transfer the transfer plan、Feasibility study report、Internal Decision File、Public solicitation information planned to be published through the management information system to submit a state -owned asset supervision and management institution。

Article 17  Public solicitation information content includes, but not limited to: to transfer the share of the share of the shareholding、Quantity，Qualification conditions that the transferee should have，Selection rules of the transferee，Public solicitation period, etc.。

Publicly soliciting information on the qualifications of the transferee shall not set the clauses that point or violate the requirements of fair competition，Public solicitation period must not be less than 10 trading days。

Article 18  State -owned assets supervision and management institutions issued opinions on public solicitation and transfer matters through the management information system。State -owned shareholders notify the listed company after the consent of the state -owned asset supervision and management agency agreed to issue public solicitation information。

Article 19  After the state -owned shareholders received the application and transfer plan submitted by the party，It should be established by the personnel and law of the internal functional department、Working team composed of independent external experts such as finance，Select the transfer of the transferee strictly in accordance with the announced rules。

Article 20  Public solicitation transfer may lead to the transfer of controlling equity for listed companies，State -owned shareholders shall hire securities companies with the business qualifications of M & A and reorganization of listed companies、Securities Investment Consulting Institutions or other eligible financial advisers as financial advisers (hereinafter referred to as financial consultants)。Financial consultants should have a good reputation，No major illegal illegal records in the past three years，and do not have any benefit association with the transferee。

Article 21  Financial consultants should diligently blame，Comply with industry specifications and professional ethics，Transfer method of listed companies shares、Transfer price、Shareholders have issued professional opinions on the impact on state -owned shareholders and listed companies;，Emphasize due diligence report。Dyeing investigation should include, but not limited to the following:

(1) The purpose of the transfer of the transfer of the transfer of the transfer;

(2) The business of the proposed side、Financial status、Fund strength and whether there are major illegal illegal records and bad integrity records;

(3) The ability to transfer the transfer party to pay the transfer price in a timely manner、Source and legitimacy of the funds for transfers;

(4) The ability to transferee whether to promote the sustainable development of listed companies and improve the legal person governance structure of listed companies。

Article 22  State -owned shareholders determine the transferee，Should sign a shares transfer agreement with the transferee。Shareholders' transfer agreement shall include, but not limited to the following:

(1) Transferler、Listed Company、The name of the side of the side、Legal representatives and residences;

(2)、The number and price of the shares intend to transfer;

(3) The rights and obligations of the transferor, the transferee;

(4) Payment method and period of shares transfer;

(5) Conditions for registering for shares;

(6) The agreement takes effect、Change and lifting conditions、Dispute solution、Liability for breach of contract。

Article 23  State -owned shareholders' public solicitation and transferring the price of the shares of listed companies must not be lower than the higher among the following two:

(1) The average daily weighted average price of 30 trading days has been prompted for announcement;

(2) The net asset value per share performed by a recent accounting year listed company。

Article 24  After the state -owned shareholders signed an agreement with the transferee，The situation stipulated in Article 7 of these Measures，Approval and approval by national fund -funded enterprises，Other circumstances are reviewed and approved by state -owned asset supervision and management agencies。

Article 25  National funding enterprise、State -owned Assets Supervision and Administration Institutions approved the shares of the listed company in the state -owned shareholders to collect and transfer the shares of the listed company，The following documents should be reviewed:

(1) Solid and selection of the transferee;

(2) Basic situation of state -owned shareholders、Basic situation of the transferee and the financial accounting report that was audited in the previous year;

(3) Pricing instructions for shares transfer agreements and price transfer prices;

(4) Transferee and state -owned shareholders、Stock transfer between listed companies in the last 12 months、Assets replacement、Investment and other major situations and debts and debts;

(V) Legal opinions issued by law firms;

(6) Dyelability reports issued by financial consultants (suitable for the transfer of controlling equity of listed companies);

(7) State -funded enterprises、State -owned Assets Supervision and Administration Organization believes that other documents that are necessary。

Article 26  State -owned shareholders shall charge a deposit of no less than 30%of the transfer price within 5 working days after the signing of the shares transfer agreement，The rest of the price should be settled before the shares are transferred。After all the transfer price is paid or the third parties recognized by both parties are properly cured，Do not go through the registration procedures for transfer of shares。

Article 27  State -owned Assets Supervision and Administration Organization of State -owned Shareholders' Public Collection of Approval Documents or State -owned Assets Supervision and Administration、The unified number of filing forms issued by the management information system and all transfer price payment vouchers are the stock exchange、China Securities Registration and Settlement Co., Ltd. must apply for the transfer of shares of the listed company。

Before the transfer of the listed company's shares，In principle, the personnel of the receiver cannot enter the board of directors and manager of the listed company in advance，Do not interfere with the normal production and operation of listed companies。

Chapter 4  Division of non -disclosure agreements by listed companies held by state -owned shareholders

Article 28  The transfer of non -public agreement refers to the uninterrupted solicitation of the transferee，Actions to transfer the shares of listed companies by signing the agreement directly。

Article 29  Following one of the following circumstances，State -owned shareholders can transfer listed companies shares by non -public agreement:

(1) Listed companies have lost money for two consecutive years and have a risk of delisting or a serious financial crisis，The transferee proposed a major asset reorganization plan and specific timetable;

(2) The main business of the enterprise is related to national security、Important industries and key areas of national economic life pulse，It mainly undertakes major special tasks，There are special requirements for the transferee;

(3) For the implementation of state -owned resource integration or asset reorganization，State -owned shareholders、Potential state -owned shareholders (after this state -owned resource integration or asset reorganization, become state -owned shareholders of listed companies，The following collectively referred to as state -owned shareholders) transfer;

stake online sports betting(4) The repurchase of listed companies involved the shares held by state -owned shareholders;

(5) State -owned shareholders who transferred their listed companies to the listed company's shares due to acceptance of the appointment.

(6) State -owned shareholders due to dissolution、Bankruptcy、Capital reduction、If it is ordered to close it in accordance with the law, it is transferred to the listed company's shares;

(7) State -owned shareholders contributed by the shares of the listed company.

Article 30  State -owned shareholders after fulfilling their internal decision -making procedures，Should sign a shares transfer agreement with the transferee。Involved in the transfer of controlling stake in listed companies，Before the signing of the transfer agreement，It should be according to Article 20 of these Measures、Article 21 stipulates to hire financial consultants，Dyedon survey of the proposed to be allowed to give up，Emphasize due diligence report。

Article 31  After the state -owned shareholders signed an agreement with the transferee，The situation stipulated in Article 7 of these Measures，Approval and approval by national fund -funded enterprises，Other circumstances are reviewed and approved by state -owned asset supervision and management agencies。

Article 32  State -owned shareholders' non -public agreement to transfer the prices of listed companies shall not be lower than the higher among the following two:

(1) The average daily weighted average price of 30 trading days has been prompted for announcement;

(2) The net asset value per share performed by a recent accounting year listed company。

Article 33  State -owned shareholders' non -public agreement transfer to listed companies shares in the following special circumstances，You can determine the share transfer price according to the following principles:

(1) State -owned shareholders to implement resource integration or reorganized listed companies，And after the transfer of the listed company's shares is completed, all repurchase the main assets of the listed company，Shareholders' transfer price is determined by the reasonable valuation results of the stock price issued by the state -owned shareholder based on the agency;

(2) For the implementation of state -owned resource integration or asset reorganization，Transfer between state -owned shareholders and the state's rights and interests in listed companies are not reduced as a result，Share transfer price shall be based on the net asset value per share of the listed company's shares、Net asset yield、Reasonable price -earnings ratio and other factors reasonably determine。

Article 34  National funding enterprise、When the state -owned assets supervision and management agency approves the state -owned shareholders' non -public agreement to transfer listed companies to the shares of the listed company，The following documents should be reviewed:

(1) Decision documents for state -owned shareholders transfer to listed companies shares;

(2) Plan for transferring the shares of listed companies in state -owned shareholders，The content includes but is not limited to: the reason for the transferee is not publicly solicited，Transfer price and determine basis，The number of transferred，Plan for the use of transfer income, etc.;

(3) Basic situation of state -owned shareholders、Basic situation of the transferee and the financial accounting report that was audited in the previous year;

(4) Feasibility study report;

(5) Shares' transfer agreement;

(6) Instructions for payment with non -monetary assets;

(7) The transferee and state -owned shareholders、Stock transfer between listed companies in the last 12 months、Assets replacement、Investment and other major situations and debts and debts;

(8) legal opinion issued by law firms;

(9) Dyelability reports issued by financial consultants (suitable for the transfer of controlling equity of listed companies);

(Ten) State -funded enterprises、State -owned Assets Supervision and Administration Organization believes that other documents that are necessary。

Article 35  Paying the price of the shares with cash，Concgery of the transfer price shall be handled in accordance with Article 26 of these Measures;，It should comply with relevant national regulations。

Article 36  State -owned Assets Supervision and Administration Organization of State -owned Shareholders' Non -Open Agreement for Transfer of Listed Companies or State -owned Assets Supervision and Administration Institutions、The unified number of filing forms issued by the management information system and all transfer price payment vouchers (including non -monetary asset delivery vouchers) are stock exchanges、China Securities Registration and Settlement Co., Ltd. must apply for the transfer of shares of the listed company。

Chapter 5  The shares of the listed company held by state -owned shareholders are transferred free of charge

Article 37  Government Department、Institution、Institutions、State -owned or wholly -owned enterprises can transfer the shares of the listed company in accordance with the law for free。

Article 38  The shares of the listed company held by the state -owned shareholders are unpaid for the shares of the listed company.，Approval and approval by national fund -funded enterprises，Other circumstances are reviewed and approved by state -owned asset supervision and management agencies。

Article 39  National funding enterprise、When the state -owned assets supervision and management agency approves the shares of the listed company held by the state -owned shareholders，The following documents should be reviewed:

(1) State -owned shareholders transfer the internal decision -making documents of listed companies shares for free;

(2) State -owned shareholders transfer the plan and feasibility study report of listed companies for free;

(3) Listed company shares transfer agreement for free;

(4) Transfer the basic situation of both parties、Financial Accounting Report, audited in the previous year;

(5) Drives the debt disposal plan and or liabilities with liabilities，and the major creditors' no objection to the unpaid transfer;

(6) In the next 12 months, the reorganization plan for listed companies or development plans for the next three years (suitable for the transfer of controlling equity of listed companies);

(7) The legal opinion issued by the law firm;

(8) State -funded enterprise、State -owned Assets Supervision and Administration Organization believes that other documents that are necessary。

Article 40  State -owned Assets Supervision and Administration Agency's approval documents on state -owned shareholders or state -owned assets supervision and management institutions、The filing table of the unified number issued by the management information system is the stock exchange、China Securities Registration and Settlement Co., Ltd. must have a must -have document for shares registration procedures。

Chapter 6  Direct transfer of shares of listed companies held by state -owned shareholders

Article 41  The indirect transfer of the shares of the listed company held by the state -owned shareholders in these Measures refers to the behavior of the state -owned shareholders who no longer meet the situation stipulated in Article 3 of these Measures due to the transfer of state -owned property rights or capital increase and shares.。

Article 42  State -owned shareholders intend to indirectly transfer the shares of listed companies，After performing internal decision -making procedures，Should notify the listed company in writing to disclose information，Involved in state -owned controlling shareholders，It should be notified to apply for a suspension of trading。

Article 43  The indirect transfer of the shares held by the listed company held by state -owned shareholders shall determine the share value of the listed company held in accordance with Article 23 of these Measures，The benchmark date for determining the value of the listed company shall be consistent with the benchmark date of the asset evaluation of state -owned shareholders，And the date of the decision -making dates directly holding the property rights of the state -owned shareholders must not exceed one month。

When the transfer of state -owned property rights or increased capital and expands to the property rights trading institution，Due to great changes in the stock price of listed companies，The conclusion of the asset evaluation report can no longer reflect the true value of the transaction target，The original decision -making agency should re -review the indirect transfer behavior。

Article 44  Direct transfer of listed companies held by state -owned controlling shareholders，It should be according to Article 20 of these Measures、Article 21 stipulates to hire financial consultants，Dyedon survey of the transferee or investor of the state -owned property rights，and issue a due diligence report。

Article 45  The shares of the listed company held by the state -owned shareholders are indirectly transferred，State -owned shareholders shall be signed after the property right transfer or capital increase and share expansion agreement，Property right trading institutions issued transaction vouchers before reporting to state -owned asset supervision and management institutions for review and approval。

Article 46  When the state -owned assets supervision and management agency approves the indirect transfer of the listed company shares held by the state -owned shareholders，The following documents should be reviewed:

(1) Property right transfer or capital increase and shareholding decision document、Asset evaluation results approval、File documents and feasibility study reports;

(2) Approved property right transfer or capital increase and shareholding plan;

(3) Solicitation and selection of the transferee or investor;

(4) State -owned property right transfer agreement or capital increase and share expansion agreement;

(5) State -owned shareholders' assets are priced，Including the price description of the listed company shares held by state -owned shareholders;

(6) The basic situation of the transferee or investor and the financial accounting report that was audited in the previous year;

(7) Dyelability report issued by financial consultants (suitable for changes in state -owned property rights of state -owned controlling shareholders);

(8) legal opinion issued by law firms;

(9) State -owned assets supervision and management agencies believe that other documents that are necessary。

Article 47  State -owned shareholders' property rights transfer or capital increase and shareholding and expansion have not constituted indirect transfer，Its asset evaluation involves the price of listed companies shall be determined in accordance with Article 43 of these Measures。

Chapter 7  State -owned shareholders issued exchanged corporate bonds

Article 48  The state -owned shareholders issued in these measures issued exchangeable corporate bonds，refers to the issuance of state -owned shareholders of listed companies、The behavior of corporate bonds of a specific listed company shares held by the shareholders within a certain period of time is based on the agreed conditions。

Article 49  The exchangeable company bonds issued by state -owned shareholders are exchanged into the price of listed companies per share，It should not be lower than the bond fundraising instructions announcement 1 trading day.、The first 20 trading days、The highest of the average stock of the listed company in the first 30 trading days。

Article 50  ACable corporate bonds issued by state -owned shareholders，Its interest rate shall refer to the bank loan interest rate in the same period、Bank bill interest rate、Bond interest rates issued by other companies in the same industry，and the stock company's stock exchange price per share、Under the premise of factors such as the future development prospects of listed companies，Reasonable determination through market inquiry。

Article 51  State -owned shareholders issued exchanges of corporate bonds belonging My stake betting appto the situation specified in Article 7 of these Measures，Approval and approval by national fund -funded enterprises，Other circumstances are reviewed and approved by state -owned asset supervision and management agencies。

Article 52  National funding enterprise、When the state -owned assets supervision and management agency approves the issuance of state -owned shareholders to issue exchanged corporate bonds，The following documents should be reviewed:

(1) State -owned shareholders issue internal decision -making documents for exchanging corporate bonds;

(2) State -owned shareholders issued a solution for exchangeable corporate bonds，The content includes but not limited to: state -owned shareholders、Basic situation and main financial data of listed companies，Number of shares and guarantees for exchanges，Risk assessment and argument、Specific solutions for paying interest payment and response to debt risks，Analysis of the influence on the status of state -owned shareholders' holding status, etc.;

(3) Feasibility study report;

(4) Legal opinions issued by law firms;

(5) State -funded enterprises、State -owned Assets Supervision and Administration Organization believes that other documents that are necessary。

Chapter 8  State -owned shareholders' transfer of listed companies shares

Article 53  The shareholding behavior of the state -owned shareholders' shareholders of the state -owned shareholders in these measures mainly includes the increase in the holding of the state -owned shareholders through the securities trading system、Agreement to accept the agreement、Indirect Performing Ryo、Forever I want to acquire listed companies' shares and subscribe to listed companies issued shares。

Article 54  State -owned shareholders' transfer of listed companies shares that are stipulated in Article 7 of these Measures，Approval and approval by national fund -funded enterprises，Other circumstances are reviewed and approved by state -owned asset supervision and management agencies。

Article 55  National funding enterprise、When the state -owned asset supervision and management agency approves the shares of the state -owned shareholders to transfer listed companies，The following documents should be reviewed:

(1) Internal decision -making documents of state -owned shareholders' transfer of listed companies;

(2) State -owned shareholders' transfer of listed companies shares，The content includes but not limited to: the basic situation of state -owned shareholders and listed companies、Main financial data、The upper limit of the price and the basis for determining、quantity and time limit, etc.;

(3) Feasibility study report;

(4) Shares' transfer agreement (suitable for the agreement of the agreement)、Property right transfer or capital increase and share expansion agreement (suitable for indirect acceptance);

(5) Due to due diligence reports issued by financial consultants and valuation reports of listed companies (applicable to controlling equity);

(6) legal opinion issued by law firms;

(7) State -funded enterprises、State -owned Assets Supervision and Administration Organization believes that other documents that are necessary。

Article 56  State -owned shareholders will convey the conversion of convertible corporate bonds or exchanged corporate bonds it holds、Exchange into the stock of listed companies，Obtain the shares of listed companies through the forced execution procedures of the judicial organs，According to relevant laws、Regulations on administrative regulations and rules and regulations，and within 10 working days after the above behavior is completed, the relevant information system reports the state -owned asset supervision and management institution according to procedures。

Chapter 9  State -owned shareholders' controlled listed companies absorb and merge

Article 57  The listed company controlled by state -owned shareholders in this Measure，refers。

Article 58  Listed companies controlled by state -owned shareholders shall hire financial consultants，Dyedon surveys and internal inspections of both parties absorb merged，and issue professional opinions。

Article 59  State -owned shareholders should guide listed companies，and refer to comparable transaction cases，Reasonably determine the price of the listed company's stock exchange。

Article 60  State -owned shareholders shall be before the board of directors of the listed company reviewing and absorbing and combined plans，Report the scheme to the state -owned asset supervision and management agency for review and approval。

Article 61  State -owned Assets Supervision and Administration Institutions Approval of the State -owned Shareholders' Holdings Company to absorb and consolidate，The following documents should be reviewed:

(1) State -funded enterprise、Internal decision -making documents of state -owned shareholders;

(2) The plan to absorb and merge the listed company controlled by state -owned shareholders，The content includes but not limited to: the basic situation of state -owned controlling shareholders and listed companies、The basis for determining the price exchange price、Cash selection rights arrangement、Absorbing the combined equity structure、Debt disposal、Employee resettlement、Market response plan, etc.;

(3) Feasibility study report;

(4) Legal opinions issued by law firms;

(5) State -owned assets supervision and management agencies believe that other documents that are necessary。

Chapter 10  Listed companies controlled by state -owned shareholders issued securities

Article 62  The issuance of the listed company controlled by state -owned shareholders in this Measures, including the listed company, uses public methods to distribute shares from the original shareholders、Publicly raised shares to unspecified objects、Using non -public ways to issue shares to specific objects and issue conversion corporate bonds。

Article 63  Listed companies controlled by state -owned shareholders issued securities，Approval should be obtained before the general meeting of the shareholders。The situation stipulated in Article 7 of these Measures，Approval and approval by national fund -funded enterprises，Other circumstances report to the state -owned asset supervision and management agency for review and approval。

Article 64  National funding enterprise、When the state -owned asset supervision agency approves the issuance of securities in the holding of the listed company in the state -owned shareholders，The following documents should be reviewed:

(1) The board of directors of listed companies;

(2) Plan for the issuance of securities issued by listed companies controlled by state -owned shareholders，The content includes but not limited to: related state -owned shareholders、Basic situation of listed companies，Publication method、Quantity、Price，Raise the use of funds，Analysis of the impact on the status of state -owned shareholders' holding，Issuing the risk assessment and demonstration of convertible corporate bonds、Specific solutions for paying interest payment and the risk of debt, etc.;

(3) Feasibility study report;

(4) Legal opinions issued by law firms;

(5) State -funded enterprises、State -owned Assets Supervision and Administration Organization believes that other documents that are necessary。

Chapter 11  State -owned shareholders and listed companies for asset reorganization

Article 65  The state -owned shareholders referred to in these Measures and the listed company's asset reorganization refers to the injection of state -owned shareholders to the listed company、Buy or exchange assets and involve changes in the shares of listed companies held by state -owned shareholders。

Article 66  State -owned shareholders after internal decision -making on the reorganization of assets，Should notify the listed company in writing，Discovered by listed companies in accordance with the law，and apply for stock suspension。Before reviewing the asset reorganization plan for the board of directors of the listed company，The feasibility study should be reported to the state -funded enterprise、Pre -review of state -owned asset supervision and management agencies，And the state -owned asset supervision and management agency issues opinions through the management information system。

Article 67  State -owned shareholders and listed companies conduct asset restructuring plans after being reviewed and approved by the board of directors of the listed company，It shall get the corresponding approval before the shareholders meeting of the listed company。The situation stipulated in Article 7 of these Measures，Approval and approval by national fund -funded enterprises，Other circumstances are reviewed and approved by state -owned asset supervision and management agencies。

Article 68  National funding enterprise、When the state -owned asset supervision and management agency approves the state -owned shareholders and listed companies to carry out asset reorganization，The following documents should be reviewed:

(1) State -owned shareholders' decision -making documents and the board of directors of listed companies;

(II) Plan for asset reorganization，The content includes but not limited to: the reasons and purpose of asset reorganization，The assets involved in the target、Business status and profit and loss in the past three years、Future profit forecast and its basis，Instructions for the price of related assets，Asset reorganization to the rights and interests of state -owned shareholders and listed companies、Effects of profitability and future development, etc.;

(3) Asset reorganization involves evaluation filing or approval documents of related assets;

(4) Legal opinions issued by law firms;

(5) State -funded enterprises、State -owned Assets Supervision and Administration Organization believes that other documents that are necessary。

Article 69  Non -listed enterprises participating in the shares of state -owned shareholders participating in the asset reorganization of non -state -owned listed companies shall be determined by the state -funded enterprise in accordance with the internal decision -making procedures。

Chapter 12  Legal liability

Article 70  In the changes in state -owned equity of listed companies，Related parties have one of the following behaviors，State -owned assets supervision and management institutions or state -funded enterprises shall require the termination of the equity change behavior of listed companies，If necessary, a lawsuit shall be filed with the people's court:

(1) Do not perform the corresponding internal decision -making procedures、Approval procedure or beyond permissions，The state -owned equity of the listed company is changed without authorization;

(2) Provide false information to the intermediary agency，Leading audit、Evaluation results distortion，Discarded state -owned assets losses;

(3) Relevant parties are maliciously collusion，Sign the agreement that is lost and fair，Discarded state -owned assets losses;

(4) The relevant parties take fraud、concealment and other means to change the state -owned equity of listed companies，Discarded state -owned assets losses;

(5) The relevant parties do not fulfill their commitment obligations within the agreed period;

(6) Violation of information disclosure regulations of listed companies，Suspecting insider trading。

71st item  Violation of relevant laws、Regulations or these Measures change the state -owned equity of the listed company and cause the loss of state -owned assets，State -owned assets supervision and management institutions may order state -owned shareholders to take measures to correct them within a time limit; state -owned shareholders、Listed companies with direct responsibilities and other direct responsible persons，State -owned asset supervision and management institutions or related enterprises give discipline punishment in accordance with permissions，Caused by the loss of state -owned assets，Liability for compensation; suspected crime，Transfer to judicial organs according to law。

Article 72  Audit of the changes in state -owned equity of social intermediaries in listed companies、Evaluation、Consultation and laws such as illegal practice，State -owned asset supervision and management institutions will notify the relevant situation of its industry authorities，It is recommended to give corresponding punishment; if the circumstances are serious,，State -owned shareholders must not entrust them to carry out related business within three years。

Article 73  State -owned equity changes in listed companies and their relevant personnel violate relevant laws、Regulations or regulations of this Measures，Approved or conspiring private personal personnel during approval，Caused by the loss of state -owned assets，Disciplinary sanctions shall be given by the Stake Sports Bettingrelevant departments in accordance with permissions;，Transfer to judicial organs according to law。

State -owned asset supervision and management agencies violated relevant laws、Regulations or the provisions of these Measures to review and approve the changes in state -owned equity of listed companies and cause losses of state -owned assets，Disciplinary sanctions to the person in charge and other responsible persons directly responsible;，Transfer to judicial organs according to law。

Chapter 13   Attachment  

Article 74  Standards for state -owned shareholders that do not meet these Measures，But government department、Institution、Investment relationships through investment relationships in public institutions and state -owned or wholly -owned enterprises、Agreement or other arrangements，domestic and foreign companies that can actually dominate their behavior，Securities account marking as "CS"，The change of equity changes in the listed company shall be managed in reference to these Measures。

Article 75  Government Department、Institution、State -owned equity changes in listed companies held by public institutions and their affiliated enterprises，According to the current regulatory system，Manage in this Measures。

Article 76  Finance、Supervision and Management of State -owned Equity of Cultural Listed Companies，The state has other stipulated，According to its regulations。

Article 77  State -owned or state -owned securities companies and fund management companies transferred、Supervision and management of the shares of listed companies shall be handled in accordance with relevant regulations。

Article 70  Limited partnerships funded by state -owned funds do not make state -owned shareholders' identification，The supervision and management of its listed company shares will be separated。

Article 79  These measures will be implemented from July 1, 2018.