Article 2 The regulations shall be applicable to the suspension and termination of the equity transactions conducted at the equity transaction institution.
Article 3 The suspension mentioned herein refers to the case where in the equity transactions, there are circumstances having severe impact on the normal implementation of equity transactions in accordance with the procedures, the equity transaction institution suspends the transactions.
The termination mentioned herein refers to the case where in the equity transactions, there are circumstances having severe impact on the normal implementation of equity transactions, and the circumstances cannot be eliminated after verification and confirmation, the equity transaction institution terminates the transactions.
Article 4 The equity transaction institution may, in accordance with the applications of the parties concerned, suspend or terminate the equity transactions; where the parties make no such applications but the said institution considers it necessary to suspend or terminate the transactions, it may direct make the decision on the suspension or termination.
During the period when the equity transaction institution receive the applications, make the decision on the suspension or termination, or during the period of permission, it shall make investigation and verification, and organize mediation, so as to safeguard the normal trading order of the equity transaction market.
Article 5 Where the transferor, intended transferees, or other related parties find the following cases in the equity transaction process, they may submit application to the equity transaction institution, and the said institution shall make decision on suspending or not suspending transactions; the said institution may directly make a decision on suspension in accordance with the following circumstances:
(A) The ownership of the transfer target is unclear or involves ownership disputes;
(B) The target enterprise conceals assets, the audit and appraisal results are inauthentic, or asset, financial, and operation situations witness significant changes which affect transaction continuity;
(C) Where the transferor and the target enterprise fails to fulfill or fails to follow relevant regulations to fulfill corresponding internal decision-making process, review procedures for employee reallocation, disposal procedures for creditor’s rights and debts, and transfer approval process etc, and transfer the equity without permission.
(D) The right as principal of the transferor or the target enterprise is defective, or the materials provided are false, inauthentic, or incomplete;
(E) Where there are unfair restrictive requirements in the transaction conditions and transferee eligibility proposed by the transferor, which contain explicit directivity or violate fair competition;
(F) In case of the nonfeasance or violations of the transferor against the requirements of the equity transaction institution, and makes substantial modifications to the equity transfer announcement in preparing the Plan for the implementation of the equity transfer through outcry;
(G) Where the state-owned equity of an enterprise is transferred to the management, the equity transfer announcement fails to disclose information, and the management is directly liable for the enterprise performance decline, or is unable to provide relevant certifications of the sources of the funding of the transferee;
(H) Where, in the process of participating in the equity transfer, the intended transferees involve in violations of regulations or stipulations, fraud, malicious collusion, exerting impact on the transferor, staff of the equity transfer institution, or other related staff, disrupting the normal order of trading activities through outcry, and affecting the fairness of outcry activities;
(I) Other matters that affect the transaction process.
Article 6 Where the parties have entrusted broker members to act as agents for transactions, they shall submit applications for suspension through their broker members; other parties may entrust their broker members to submit applications for suspension.
For the applications for suspension, the parties shall provide relevant evidence and subject matter description. The parties shall be responsible for the authenticity and effectiveness of the contents of the applications. Where the applications are submitted through broker members, the broker members shall verify the application materials, and provide services in making application for suspension and coordinating with treatment of the applications for the parties concerned in accordance with the regulations.
Article 7 After receipt of the application for suspension, the equity transaction institution shall review of the application materials and the case of suspension, and shall, within five working days starting from the date of application, make the decision on suspending or not suspending transactions.
For the decision on suspension, written decision shall be made to determine the suspension period, and shall be published on the website of the equity transfer institution; for the decision on not suspending the transactions, the said institution shall give the applicant the written explanation.
Article 8 The suspension of the equity transactions shall come into force as of the date of on which the decision on suspension is made. The suspension period shall be determined by the equity transaction institution in accordance with specific circumstances, and shall generally not be more than 30 days. Where the circumstances still exist upon expiration of the suspension period, the said institution may, in accordance with the request of the parties concerned, extend the suspension period.
Article 9 In case of disagreement with the decision of the equity transaction institution on not suspending transactions, the applicant may submit application to the regulatory body of the said institution; where other parties concerned disagree with the decision, they may submit application to the regulatory body of the said institution during the suspension period.
Article 10 During the suspension period, the equity transaction institution shall investigate the matter or organize both parties to mediate the dispute in the matter. The equity transaction institution shall verify the authenticity of the matter through relevant department or entrusting relevant agency. Where the party concerned claims or opposes to the request of the other party, it shall provide evidence.
The equity transaction institution may, during the suspension period, make written decisions on requiring corrections during the given time limit, canceling eligibility, detaining deposit in accordance with relevant provisions and investigation and mediation conditions.
Article 11 Upon the termination of equity transactions, after the circumstances causing the transactions to fail to implement according to prescribed procedures, the equity transaction institution shall resume transactions, and issue written opinions as soon as possible. In case of suspension of transaction projects during the information disclosure period, the continued information announcement period upon the restoration of transactions shall not be less than 10 working days, in the accumulation of equity rights on the site notice period of not less than 20 working days.
Where the parties concerned fail to eliminate the circumstances upon the expiration of the suspension period, the equity transaction institution may make the decision on terminating the transactions.
Article 12 The transferor, the intended transferees, or other relevant parties may directly submit to the equity transaction institution the application for termination, and the said institution shall made a decision on terminating or not terminating. The said institution may also make decisions directly according to the following circumstances:
(A) The damage or loss of the transfer target due to force majeure;
(B) Dissolution or cancellation of the transferor or the target enterprise;
(C) The nonfeasance of the transferor or the transferee in promoting the equity transaction process without good causes after being urged by the equity transaction institution;
(D) Other circumstances where the implementation of equity transactions can not be continued.
Article 13 Where the parties concerned entrust their broker members, they shall submit application through their broker members; other parties may entrust their broker members to submit applications for termination.
For the applications for termination, the parties shall provide relevant evidence and subject matter description. The parties shall be responsible for the authenticity and effectiveness of the contents of the applications. Where the applications are submitted through broker members, the broker members shall verify the application materials, and provide corresponding services to the parties concerned.
Article 14 After receipt of the application for termination, the equity transaction institution shall review of the completeness and integrity of the application materials, and shall, within five working days starting from the following day of receiving the applications of the parties, make the decision on suspending or not suspending transactions.
For the decision on termination made by the equity transaction institution, the said institution shall give prompt notice to the parties concerned and the regulatory body of the equity transaction institution, and publish the information on the website of the equity transfer institution.
Article 15 For suspension or termination of equity transactions caused by the violations of the parties concerned, they shall bear corresponding liabilities, and in case of resulting economic loss, they shall make indemnity.
Article 16 The regulations come into force as of the date of promulgation.