Article 1 The Detailed Operating Rules for Organization of Transactions and Signing of Contracts (hereinafter referred to as the Operating Rules) were promulgated based on the Operating Rules for Transactions of Enterprises’ State-owned Property Rights in order to standardize organization of price competition activities and signing of contracts for transfer of enterprises’ state-owned property rights.

Article 2 Upon the inspiration of the information release period for transfer of enterprises’ state-owned property rights, if two or more qualified interested transferees are generated, the transaction agencies shall organize the opening price competition in line with the price competition methods as specified in the Notice on Transfer of Property Rights.

Article 3 Upon the inspiration of the information release period for transfer of enterprises’ state-owned property rights, if only one qualified interested transferee is generated, the interested transferees shall give quoted prices under the organization of the transaction agencies. Quoted prices given by the interested transferees shall be no lower than the listing prices.

Article 4 In case that other shareholders of the transfer objects involved shall enjoy the right of preemption under same conditions, the transaction agencies shall provide related services and guarantees for other shareholders of the target objects to perform such rights.

Article 5 The opening price competition methods include online price competition, auction, tendering and bidding and other price competition methods.

Article 6 In case that the online price competition method is adopted, multiple quoted price, one quoted price and quoted price weight shall be adopted. The transaction agencies shall organize the online price competition in accordance with the Measures for the Implementation of Online Price Competition for Transfer of Enterprises’ State-owned Property Rights.

Article 7 In case that auction method is adopted, the transaction agencies shall organize the auction in accordance with the Measures for the Implementation of Auction for Transfer of Enterprises’ State-owned Property Rights.

Article 8 In case that tendering and bidding method is adopted, the transaction agencies shall organize the tendering and bidding in accordance with the Measures for the Implementation of Tendering and Bidding for Transfer of Enterprises’ State-owned Property Rights.

Article 9 The transaction agencies shall organize both sides of the transactions to sign the agreement for transactions of property rights within three working days upon the next day on which the transferees are determined.

Article 10      The contracts for transaction of property rights shall include but not limited to following terms and conditions:

(1) Name and locations of both sides of the transactions;

(2) Basic information of the transfer objects;

(3) Property rights transfer methods;

(4) Whether there are continued employment matters of staff of the transfer objects and how to deal with the matters;

(5) Disposal of liabilities and debuts of transfer objects;

(6) Transfer price, payment methods and payment period;

(7) Property right transaction matters;

(8) Effective conditions of the agreements;

(9) Settlement methods of the disputes on the agreements;

(10) Liabilities for breach of contracts of both sides;

(11) Conditions for alteration and termination of the contracts.

Article 11       The transaction agencies shall review the contracts for transaction of property rights in accordance with the contents and price competition results as specified in the Notice on Transfer of Property Rights and in accordance with related provisions of the laws and regulations.

Article 12      In case that the transactions of property rights involve qualifications reviews of the main objects and anti-monopoly reviews in accordance with related laws, rules and regulations, and effectiveness of contracts for transactions of property rights shall be approved by related governmental departments, both sides of the transactions shall submit the contracts for transactions of property rights and related materials to the related governmental departments for approval. The transaction agencies shall issue the certification documents needed in approving procedures of related governmental departments.

Article 13      The Operating Rules will take effects as of the promulgation date.