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当前位置: Website homepage > News Center > Evaluation forumExcerpt: Answers to Practicing Questions of the Professional Technical Committee of Beijing Assets Appraisal Association (the first issue in 2020)
Q1. What are the relevant provisions on the issuance of valuation reports by asset appraisal institutions?
A: In June 2011, the State-owned Assets Supervision and Administration Commission of the State Council issued the Interim Measures for the Administration of Overseas State-owned Property Rights of Central Enterprises (SASAC Order No. 27), which stipulates that when the central enterprise and its wholly owned or controlled subsidiaries at all levels of overseas enterprises transfer or transfer property rights, make capital contributions in non-currency assets, change in the shareholding ratio of state-owned shareholders of non-listed companies, merger and division, dissolution and liquidation and other economic activities, they should be employed with corresponding qualifications A professional institution with professional experience and good reputation shall evaluate or value the subject matter, and the evaluation items or valuation shall be filed by the central enterprise; In the event that the important subsidiary enterprises of the central enterprise are involved in economic activities such as the conversion from solely state-owned enterprises to absolute control, the conversion from absolute control to relative control, or the loss of control status, the evaluation project or valuation situation shall be reported to the SASAC for filing or approval. When foreign enterprises wholly owned or controlled by central enterprises and their subsidiaries at all levels conduct economic activities corresponding to the evaluation or valuation, their transaction consideration shall be based on the recorded evaluation or valuation results.
In September 2011, the State-owned Assets Supervision and Administration Commission of the State Council issued the Notice on Strengthening the Management of Overseas State-owned Property Rights of Central Enterprises (GZFCQ [2011] No. 144), which required that when the overseas enterprises wholly owned or controlled by central enterprises and their subsidiaries at all levels engaged in the economic activities that should be evaluated or valued as stipulated in Article 10 of the Interim Measures for the Administration of Overseas State-owned Property Rights of Central Enterprises, they should hire the enterprises with corresponding qualifications and professional experience Domestic and foreign professional institutions with good reputation and suitable for economic behavior evaluate or value the subject matter. Among them, the selected domestic evaluation institution shall have the professional qualification confirmed by the relevant national departments; The selected overseas evaluation or valuation institution shall comply with the relevant provisions of the country or region where the subject matter is located on the professional qualifications of the evaluation or valuation institution. The evaluation or valuation shall be filed or approved in accordance with the relevant provisions of the Interim Measures for the Administration of Overseas State-owned Property Rights of Central Enterprises. The evaluation or valuation report and relevant explanations submitted for filing or approval shall be in Chinese.
In May 2013, the SASAC issued the "Guidelines for the Filing of State-owned Assets Appraisal Projects of Enterprises" (GZFCQ [2013] No. 64), a special chapter of regulations“ Review of overseas evaluation or valuation report”. In recent years, there have been many cases in which foreign institutions have been hired to issue valuation reports and put on record for the economic activities that should be assessed or valued as stipulated in Article 10 of the Interim Measures for the Administration of Overseas State-owned Property Rights of Central Enterprises, which are wholly owned or controlled by central enterprises and their subsidiaries at all levels.
The revised Measures for the Administration of Major Asset Restructuring of Listed Companies (Order No. 109 of the CSRC) in 2014 put forward the requirements for the asset evaluation institutions and the board of directors of listed companies when the relevant assets in the major asset restructuring take the asset evaluation results as the pricing basis; The relevant assets are not based on the asset evaluation results, which are the requirements for the listed company and the board of directors of the listed company. At the same time,“ Evaluation agency&rdquo& ldquo; Valuation agency” The concept of. The spokesman of the CSRC pointed out that“ Valuation agency” It can be an appraisal institution, an independent financial consultant or an accounting firm. It is not necessary to have appraisal qualification to provide valuation services. Where,“ Evaluation agency” It has the evaluation industry qualification granted by the financial department or other competent authorities. At present, in the pricing process of major asset restructuring of listed companies, asset evaluation institutions can issue valuation reports. However, at the same time, Section VII of the Standards for the Contents and Forms of Information Disclosure by Companies that Offer Securities to the Public No. 26—— Major Asset Restructuring of Listed Companies issued by the CSRC; Evaluation or valuation of transaction object” Article 24 of the Law sets forth detailed requirements for the information disclosure of relevant evaluation reports and valuation reports in the major asset restructuring.
Special note: The professional technical committee of the Beijing Assets Appraisal Association organized experts to answer the practical operation questions about the disclosure of the asset appraisal report collected recently. The answers only represent the personal opinions of the drafting experts, not the interpretation of relevant laws and regulations and the asset appraisal practice standards, nor can they replace the professional judgment of the asset appraisal professionals. In practice, asset appraisal professionals should combine the actual situation of the project and their own professional judgment, and cannot directly copy.