Article 2 The regulations shall be applicable to relevant behaviors of equity transaction parties in the equity transactions involving transaction deposit through the equity transaction institution.
Article 3 The transaction deposit mentioned herein refers to relevant parties’ economic guarantee in the process of equity transactions where the parties concerned promise to observe market rules and transaction stipulations, and use the deposit as indemnity in case of breach and violations.
Article 4 The transferor may, in accordance with the regulations, submit application to the equity transaction institution and set transaction deposit, and release such contents as the time to pay deposit, specific amount, payment method, guarantee matters, and disposal methods, specify the rights and obligations of the parties concerned, and promise that in case of breach of contract or violations, the same amount of deposit will be used to for liability for indemnity for damages.
Article 5 The equity transaction institution shall review the transaction deposit articles in the equity transaction announcement, keep the deposit, provide relevant services for deposit settlement, and dispose the deposit in accordance with the regulations and relevant stipulations.
Article 6 The setting and disposal of the transaction deposit shall be based on the principle of openness, justness, fairness, and appropriateness.
Article 7 The intended transferees shall, in accordance with the transferee eligibility confirmation notice, pay the transaction deposit to the dedicated account of deposit designated by the equity transaction institution. The intended transferees who fail to pay the transaction deposit within the prescribed time limit will lose transferee eligibility.
Article 8 The transaction deposit set by the transferor shall generally not be more than 30% of the listed price of the transfer target.
Article 9 The parties paying the transaction deposit shall be responsible for the validity of the source of the said deposit.
Article 10 After the equity transaction contract is signed between the transferor and the transferee, the transaction deposit paid by the latter may be changed into the transaction price in accordance with the stipulations. The equity transaction institution shall transfer the deposit from the dedicated account of deposit to the settlement account of equity transaction price.
Article 11 The equity transaction institution shall, in accordance with the following circumstances, refund the deposit in full to corresponding party within the prescribed time limit.
(I) Where the parities to the equity transaction have not agreed on the use of deposit, and the transferee has paid transaction price, the equity transaction institution shall refund in full the paid deposit within three working days after the transferee pays the full price or down payment of installments.
(II) Where the intended transferee fails to be determined as the transferor, and there are no circumstances set forth in the Article 14 hereof, the equity transaction institution shall refund in full the paid deposit within three working days after the confirmation.
(C) Where the intended transferee withdrawals from the equity transaction procedures after payment of transaction deposit, and there are no circumstances set forth in the Article 14 hereof, the equity transaction institution shall refund in full the paid deposit within three working days after the intended transferee expressly states its intention to waiver the acceptance of the transfer, and after the case is approved by the transferor in writing;
(D) For the suspension or termination of the equity transactions, the transferee involving no equity transaction suspension or termination may submit application to the equity transaction institution for deposit refund, and the said institution shall, within three days starting from the day of application of the transferee, refund the deposit in full.
Article 12 Where a decision is made to restore transactions upon the expiration of the suspension of equity transactions, the equity transaction institution shall give prompt notice to relevant intended transferees. The intended transferees whose transaction deposit has been refunded shall re-pay deposit within five days starting from the date of receipt of the notice from the said institution. Where the intended transferees fail to pay the deposit on schedule, the said institution may cancel its transferee eligibility.
Article 13 When the transaction institution refunds the deposit, it shall be refunded in original amount in original channel.
Article 14 In case of the following circumstance, the transferor may, according to the stipulations on the transaction deposit disposal set forth in the equity transfer announcement, and with the paid deposit as the limit, claim corresponding liability for indemnity against the intended transferee:
(I) Where the intended transferees provide false and inauthentic materials causing the transferor and the equity transaction institution suffer from loses；
(II) The intended transferees infringe the legitimate rights and interests of the transferor through acquisition of the business secrets of the transferor or the target enterprise;
(III) Where the intended transferees collude with each other and affect the fair competition and violate the legitimate rights and interests of the transferor;
(IV) The intended transferees do not advance the transactions or give up accepting the transfer without good causes;
(V) Other circumstances stipulated in the equity transfer announcement where the deposit is not refunded;
(VI) Where the intended transferees violate laws, regulations, or relevant provisions and cause loses to the transferor.
In case that the deposit fails to make up for the loses of the transferor, the equity transaction institution, or broker member, the party whose interest is impaired may claim against the intended transferee in fault for recourse.
Article 15 Where the transferor’s violations and breach of contract cause loses to the intended transferees, equity transaction institution, and broker members, the transferor shall be liable for indemnity with the set shall deposit. Where the deposit is not enough to make for the loses caused by the transferor in fault, the party whose interest is impaired may claim against the transferee for recourse.
Article 16 Where the parties to the equity transactions have stipulations on the transaction deposit, the stipulation shall be based on for disposal; in case of no stipulations or inexplicit stipulations, the equity transaction institution shall, in accordance with the regulations, organize the parties to dispose the case upon negotiation.
In case of a dispute arising from the disposal of the deposit between the transferor and the transferee, the equity transaction institution shall mediate the dispute in accordance with the Regulations on the Mediation of Equity Transaction Disputes; in case of no settlement through mediation, the parties may submit application to an arbitration institution for arbitration or lodge a lawsuit to a people’s court.
Article 17 Where transaction deposit is paid in foreign currencies, conversion shall be made on the basis of the middle price of the RMB exchange rates published with the permission of the China Foreign Exchange Trading System, and procedures shall be fulfilled in accordance with relevant regulations on foreign exchange settlement.
Article 18 The regulations come into force as of the date of promulgation.