对外贸经济合作部、财政部、中国人民银行令[2001]年第6号
(Promulgated by the Ministry¹ of Foreign Trade and Economic Cooperation, the Ministry of Finance and the People's Bank of China on, and effective as of, 26 October 2001.)
颁布日期：20011026 　实施日期：20011026 　颁布单位：对外贸经济合作部、 财政部、 中国人民银行

　　Article 1　These Provisions have been formulated² pursuant to Chinese laws on foreign investment, the Financial Asset Management Companies Regulations and related laws and regulations, in order to regulate the absorption of foreign capital for participation³ in the restructuring and disposal of assets by financial asset management companies (Asset Management Companies) and to protect the lawful⁴ rights and interests of Chinese and foreign investors⁵.

　　Article 2　Asset Management Companies may absorb foreign capital to restructure and dispose of assets owned by them.

　　Article 3　The absorption of foreign capital to participate in asset restructuring and disposal shall proceed from the high plane of adjusting national economic strategy. It shall involve the absorption of foreign capital in order to revitalize non-performing assets and accomplish the technical transformation⁶ of enterprises, the promotion⁷ of State-owned enterprise reform and the establishment of a modern enterprise system through the introduction of advanced management experience, funds and technology. Short-term trading, the sole objective of which is speculation⁸ in assets, and the evasion⁹ and repudiation¹⁰ of debts by enterprises, shall be guarded against.

　　Article 4　Asset Management Companies that intend to absorb foreign capital to effect asset restructurings and disposals shall comply with State policies on guiding foreign investment in industry. Foreign capital shall be excluded from participating in the restructuring and disposal of assets in the cultural, financial and insurance sectors¹¹ as well as sectors in which the Foreign Investment Industrial Guidance Catalogue prohibits foreign investment. In projects for which the Foreign Investment Industrial Guidance Catalogue stipulates¹² that the Chinese side must hold a controlling interest, the Chinese side shall, in principle, continue to maintain its controlling interest after foreign capital has participated in the restructuring.

　　Article 5　Scope of assets to be restructured and disposed of:

　　(1) enterprise equity¹³ owned by an Asset Management Company, including the equity obtained by the Asset Management Company from swapping¹⁴ the enterprise's debt for equity, the equity owned by the Asset Management Company after its restructuring of a debtor¹⁵ enterprise and equity that has otherwise come into the ownership of the Asset Management Company;

　　(2) an enterprise's physical assets over which the Asset Management Company has the right of control and disposal;

　　(3) corporate¹⁶ debt owned by the Asset Management Company.

　　Article 6　Methods of restructuring and disposing of assets:

　　(1) the Asset Management Company sells or transfers an unlisted company's equity or debt owned by it to a foreign business entity¹⁷ after restructuring;

　　(2) the Asset Management Company directly sells or transfers an unlisted company's equity or debt owned by it to a foreign business entity;

　　(3) the Asset Management Company sells by way of a negotiated transfer, tender, auction¹⁸, etc. physical assets owned by it to a foreign business entity;

　　(4) the Asset Management Company contributes, according to the appraised¹⁹ value, an enterprise's equity and physical assets owned by it to a foreign investment enterprise that it has established with a foreign business entity on the basis of the original enterprise.

　　Article 7　When an Asset Management Company intends to restructure and dispose of assets, it shall consult with the other investors in the enterprise and, all things being equal, those other investors shall have priority in purchasing such assets.

　　Article 8　Appraisal²⁰ and transaction prices of assets that are the subject of restructuring and disposal:

　　Before selling or transferring assets that are the subject of restructuring and disposal, an Asset Management Company must have them appraised by a qualified²¹ asset appraisal institution. The asset appraisal shall take full account of all the factors involved in the asset restructuring and disposal. The asset appraisal shall accord with international practice and shall be conducted using a method that is generally accepted internationally.

　　The Asset Management Company shall comprehensively consider such factors as the appraised net value of the assets, the potential appreciation²² of the assets, the current state of the assets, etc. and, in accordance with the relevant provisions of the Ministry of Finance, Administration of the Disposition²³ of Assets by Financial Asset Management Companies Procedures, determine on its own the transaction price of the assets that are the subject of restructuring and disposal.

　　Article 9　Procedures for the restructuring and disposal of assets:

　　(1) The Asset Management Company shall have a specialized²⁴ asset disposal examination authority examine and approve its restructuring and disposal plan in accordance with the relevant provisions of the Ministry of Finance, Administration of the Disposition of Assets by Financial Asset Management Companies Procedures. If the assets to be restructured and disposed of fall within the restricted category of the Foreign Investment Industrial Guidance Catalogue, the Asset Management Company shall obtain the consent of the competent department before the approval of its restructuring and disposal plan.

　　(2) The Asset Management Company shall execute the relevant legal instruments with the foreign business entity pursuant to its approved asset restructuring and disposal plan.

　　(3) The Asset Management Company shall carry out with the Ministry of Foreign Trade and Economic Cooperation the relevant application procedures for the establishment of a foreign investment enterprise in accordance with the law and obtain an approval certificate.

　　Article 10　The participation in the restructuring and disposal of assets of Asset Management Companies by investors from Hong Kong, Macao and Taiwan shall be handled with reference to these Provisions.