中文简体版    

CBEX Interim Rules on Transaction of Real Assets

Chapter I General provisions

Article 1 The Rules are formulated to standardize the transaction activities of real assets at the China Beijing Equity Exchange (CBEX), ensure legal rights and interests of the parties of the transaction, and keep transaction orders of CBEX.

Article 2 Real assets as specified in the Rules refer to physical assets owned by juridical persons or other economic organizations, which include properties, machines and equipment, motor vehicles and other traffic and transportation tools, goods and stocks.

Article 3 The transactions of real assets shall abide by related laws of the country, administrative rules and regulations, and regulations of related departments.

Article 4 Transactions of real assets shall follow the principle of opening, fairness and justice and shall not infringe legal rights and interests of others or damage public interests of the society.

Article 5 The transferors and interested transferees of the transactions of real assets can entrust the broker members to act as agent of the transactions.

Chapter II Acceptance of transfer application

Article 6 The transferor who wants to transfer the real assets shall have the main body qualifications for transfer of the transfer objects. The transferor shall guarantee that the transfer objects can be transferred in a legal manner, and internal decision-making, assets appraisal and other procedures had been completed in line with related rules, laws and regulations, and policies.

Article 7 If the transferor entrusts a broker member to act as the agent for transaction of real assets, it shall sign the commission contract with the broker member. The broker member shall provide related services in line with provisions of the contract.

Article 8 The transferor or entrusted broker member shall submit following materials to CBEX:

(1) Application for Release of Information on Transfer of Real Assets;

(2) Operating license of the corporational juridical person of the transferor;

(3) Internal decision-making documents and articles of associations of the transferor;

(4) Certificate for ownership rights of the transfer object;

(5) Assets appraisal report of the transfer object;

(6) Opinions of related obliges if the transfer object involves common sharing parties or other rights are placed on the transfer object;

(7) Other documents as required by CBEX.

If the transferor is a state-owned or state holding enterprise, the approval or resolutions issued by authorities who have rights to approve the transfer, as well as assets appraisal evaluation form or filing form shall be provided.

If the ownership relationships of the transfer object are complicated, CBEX can require the transferor to submit the Legal Opinion Letter on the assets to be transferred.

Article 9 If the transfer object is real estate, the certificates for ownership rights shall include the state-owned land-use right certificate, the ownership certificate of houses or other ownership rights certificates with legal effects.

If the transfer object is motor vehicle, the vehicle shall be in the annual inspection period and shall have no unpaid fees (including but not limited to traffic peccancy penalties), and the ownership rights certificates shall include registration certificate of motor vehicles, driving license of motor vehicles, buying surcharge (tax) certificate, insurance bill, road toll certificate and payment certificate of vehicle and vessel usage tax).

Article 10 The transferor shall be responsible for the faithfulness, integrity and effectiveness of the materials submitted, and in case that the transferor entrust a broker member, the broker member shall review the faithfulness, integrity, effectiveness and law-compliance of the materials submitted by the transferor.

Article 11 The transactions of real assets can be made in any of the following methods:

(1) Listing transfer;

(2) Auction transfer;

(3) Dynamic quotation transfer;

The transferor shall select a transaction method before the transaction and selects the Application for Release of Information on Transfer of Real Assets correspondingly.

Article 12 The listing transfer refers to the circumstance in which CBEX release the information on transfer of real assets on economic or financial newspapers and magazines above provincial level issued publicly and website of CBEX based on application of the transferor to collect for interested transferee publicly.

If only one qualified interested transferee is collected, the transfer based on agreement can be made. If two or more qualified interested transferees are collected, auction or online price competition method can be adopted to determine the transferee.

Article 13 Auction transfer refers to CBEX’s selection of transferee through auction organized by auction institute members of CBEX based on application of the transferor and in accordance with the Auction Law of the People’s Republic of China.

Article 14 Dynamic quotation transfer refers to CBEX’s organization of interested transferees to offer purchase price via the designated quotation system of CBEX after releasing the information on transfer of real assets on economic or financial newspapers and magazines above provincial level issued publicly and website of CBEX based on application of the transferor to collect for interested transferors publicly, and the effective price maker is selected as the transferee in line with the principles of “price and time preference”.

Article 15 If the listing or auction transfer method is selected, the transferor can reasonable set up the qualification requirements based on practical situations of the transfer object. However, qualification requirements set by the transferor shall not include contents that have clear direction or may violate the fair competition principles. If the dynamic quotation method is adopted, the transferor shall not set up the qualification requirements of transferees.

Article 16 If the transferor transfers the leased houses and the rent enjoys the preemption, or the transferor transfers the property rights jointly own with other and the other enjoys the preemption, related procedures shall be performed in accordance with the laws.

Article 17 The transferor when submit the application for transfer shall set up articles for deposit to clearly specify the payment amount, time, method, guarantee items and disposal methods of the deposit.

Article 18 CBEX shall review the completeness and law-compliance of the materials submitted by the transferor. If the materials pass the review, CBEX shall issue the Notice on Acceptance of the Application for Information Release on Transfer of Real Assets to the transferor. If the materials fail to pass the review, CBEX shall inform the transferor or entrusted broker members the reviewing opinions.

Chapter III Release of transfer information

Article 19 If the listing transfer is selected, CBEX shall release the transfer information based on materials submitted by the transferor. The information release time shall be no less than 20 working days and shall be no more than six months in total. The information release period shall start from the publication of the transfer information on newspapers and magazines.

If the auction transfer is selected, the information release shall follow the Auction Law of the People’s Republic of China.

If the dynamic quotation transfer method is adopted, the quotation price of the information release shall be no less than five days.

Article 20 The transferor shall not change the contents and conditions in the notice on transfer information randomly within the information release period. If the contents and conditions need to be changed for special reasons, the notice shall be issued again in the original information release channel with the approval of related authorities, and the information release period shall be calculated again.

Article 21 The transferor shall not abolish the information release randomly within the information release period. Otherwise, it shall compensate on losses brought to related parties.

Article 22 During the release of the transfer information, the interested transferor or entrusted broker member can browse materials related to transfer object. The transferor and its entrusted broker member shall accept consultation and negotiation with the interested transferor.

Article 23 In case that the listing transfer method is selected and no qualified interested transferees are recruited within the notice period and contents of information release notice are not changed, the transferor can extend the information. Each time, the time limit shall be extended for no less than five working days. The information release notice shall become invalid automatically if the transferor doesn’t specify on extension of information release period and no qualified interested transferees are collected. CBEX shall inform the transferor the results in written form.

Chapter IV Registration of purchase intentions

Article 24 The deadline for registration of transfer intentions at CBEX is 17:00 of Beijing time of the deadline of information release. The interested transferee shall submit the application to CBEX within the registration deadline and shall pay the deposit to designated account of CBEX.

Article 25 If the interested transferee entrust broker member to act as the agent for purchase of real assets, it shall sign the commission contract with broker member. The broker member shall provide related services in line with provisions of the contract.

Article 26 If the listing or auction transfer methods are adopted, the interested transferee or the entrusted broker member shall submit following materials to CBEX:

(1) Application for Purchase of Real Assets;

(2) Qualification certificate of juridical person or ID certificate of the natural person;

(3) Documents to certify that the transferee is complying with the qualifications of the transferee;

(4) Other documents as required by CBEX.

Article 27 In case that the joint purchase is adopted, the joint transferees shall sign the joint purchase agreement to specify the rights and interests of all parties, and elect a party to handle the matters related to the transfer on behalf of the all parties of the combo.

Article 28 The interested transferee shall be responsible for the faithfulness, completeness and effectiveness of the contents in the materials submitted. If the interested transferee entrusts a broker member, the entrusted broker member shall verify the faithfulness, completeness, effectiveness and law-compliance of the materials submitted by the interested transferee.

Article 29 CBEX shall review the law-compliance of the Application for Purchase of Real Assets and the purchase materials, and shall issue the Notice on Conformation of the Qualification of Transferee for Purchase of Real Assets to the registered interested transferees who meet with the conditions and pay the deposits on time. For unqualified interested transferees, CBEX shall issue a written notice. The interested transferee shall make correction in line with the requirements within two working days upon the next day on which the notice is received.

Article 30 If the dynamic quotation transfer method is adopted, CBEX shall inform the designated quotation system to open an account for the interested transferee after the interested transferee pays the deposit within the information release period and the quotation period to CBEX. The interested transferee shall log in the designated quotation system of CBEX to offer a quoted price within the quotation period and shall follow the rules of the quotation system.

Chapter V Transaction and signature

Article 31 If the listing transfer method is adopted and only one qualified interested transferee is generated upon the inspiration of the information release period, CBEX shall organize both sides of the transaction to sign the Contract for Transactions of Real Assets; If two or more qualified interested transferees are generated, CBEX shall organize the opening price competition to determine the transferee in line with the Rules for Auction in Transfer of Enterprises’ State-owned Property Rights or Rules for Online Price Competition in Transfer of Enterprises’ State-owned Property Rights. CBEX shall issue the Notice on Price Competition Results to the transferee based on the price competition results and organize both sides of the transaction to sign the Contract for Transactions of Real Assets.

Article 32 If the transferee is determined via auction transfer method, the transferor shall sign the Auction Confirmation Letter.

Article 33 If the transferee is determine via dynamic quotation transfer method, the quotation system shall send the Notice on Dynamic Quotation Results to the transferee. The Transferee shall handle the payment procedures within the time limit as specified in the Notice on Dynamic Quotation Results. With the payment certificate issued by the bank, the transferee shall sign the Letter of Confirmation on Dynamic Quotation and handle the assets transfer procedures.

Chapter VI Payment of transaction capitals

Article 34 All parties for transaction of real assets shall make payment of capitals via CBEX. Capitals for transaction of real assets include deposit and transaction price and shall be paid in Renminbi.

Article 35 The transferee shall pay the transaction price to settlement account of CBEX within the time limit. The deposit paid by the transferee can be changed into transaction price in line with related regulations.

Article 36 Both sides of the transaction shall pay the transaction service fees in line with the charging standards of CBEX.

Chapter VII Issuance of transaction certificates

Article 37 CBEX shall review the transaction materials of the real assets, and shall issue the certificate for transaction of property rights to both sides of the transaction after the review and the transferee pays the transaction price or first payment in line with the agreements of the contract.

Article 38 If the transfer of property rights of the transaction target needs registration alteration, both sides of the transaction shall handle the registration alteration procedures at related departments in line with related regulations of the country with the certificate for transaction of property rights and related materials.

Chapter VIII Others

Article 39 The transferor shall shoulder the custodial responsibility before transfer of the transfer target.

Article 40 In the transaction process, if the people’s court or other authorities issue the written notice on pause of the transaction, the transaction shall be terminate. In the transaction of real assets, if there are major changes on the transfer object, CBEX shall terminate the transaction. If the transaction of real assets is paused or terminated, the Operating Rules for Pause and Termination of the Property Rights Transactions shall be followed.

Article 41 If both sides of the transaction and related third party have any disputes in transaction processes, the parties involved can application for intermediation to CBEX, and CBEX shall carry out intermediation in line with the Operating Rules for Intermediation of Disputes in Property Rights Transactions. CBEX can terminate the transaction based on the situations of the dispute. If the disputing parties reached consensus after negotiation and intermediation, they can apply for recover of the transaction. If the negotiations or intermediation have no effects and thus the transaction can’t continue, CBEX can terminate the transaction.

If the disputes can’t be solved through negotiation or intermediation the parties involved can apply for arbitration to the arbitration unit or bring a lawsuit to the people’s court.

Article 42 Following behaviors are prohibited in transaction of real assets:

(1) Disturbing the transaction order;

(2) Transacting with real assets with unclear or disputed ownership rights;

(3) Adopting fraud, threaten, disguise or collusion to affect the fair transaction;

(4) The transferor exceeds its authority and transfer the assets randomly;

(5) The transferor provides unfaithful materials or disguise important matters;

(6) The interested transferee violates related regulations and agreements, falsifies or colludes with others maliciously to bring influences to the staff of the transferor, CBEX or other related personnel in the transaction process, or colludes with others maliciously to weight down the price, disturbs the normal market order and affects the fairness of the price competition activities;

(7) The broker member accepts the entrustment of the transferor and the transferee in same deal;

(8) The broker member falsifies or neglects its obligations in the transaction, thus damaging the interests of the country or legal rights and interests of both sides of the transaction;

(9) Both sides of the transaction violate the rules and proceed the transaction independently;

(10) Other behaviors prohibited by laws and regulations.

If the parties of the transaction and the broker member have any of the aforesaid behaviors, they shall be punished in line with related regulations of CBEX. Moreover, they shall shoulder the compensation responsibilities for any losses brought to related obligors.

Article 43 Any checks and reviews made by CBEX in line with the Rules are compliance form reviews. CBEX doesn’t shoulder the responsibilities (including but not limited to) such as ensuring the main body qualifications of the parties of the transaction, integrity of transaction authority, flawless of the transaction as well as the faithfulness and accuracy of the statement and commitment made by both sides of the transaction and materials provided by them. Both sides of the transaction shall shoulder the transaction risks respectively.

Article 44 Materials related to transaction of real assets shall be filed at CBEX.

Chapter IX Supplementary Articles

Article 45 If the laws, rules and regulations of the country or related governmental departments have any specified provisions on transaction of real assets, such provisions shall be followed.

Article 46 Transaction of real assets owned by natural persons can be made in reference of the rules.

Article 47 The Rules shall be submitted to state-owned assets supervision and administration institute and related governmental departments for filing.

Article 48 CBEX shall have the rights for interpretation and revision of the Rules.

Article 49 The Rules shall take effects as of the promulgation.

Copyright © 2010 China Beijing Equity Exchange. All rights reserved