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Rules on transaction of assets in kind of CBEX (trial)

Chapter I General

 

Article 1 The Rules are formulated to standardize the transaction activities of assets in kind 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 Assets in kind as specified in the Rules refer to physical assets owned by legal 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 assets in kind shall abide by related laws, administrative rules and regulations, and regulations of related departments of China.

 

Article 4 Transactions of assets in kind shall follow the principle of openness, 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 intended transferees of the transactions of assets in kind 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 assets in kind shall have the main body qualifications for transfer of the transfer targets. The transferor shall guarantee that the transfer targets 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 assets in kind, 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 Information Release on Transfer of Assets in Kind;

(2)  Business license of the corporate legal person of the transferor;

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

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

(5)  Assets appraisal report of the transfer target;

(6)  Opinions of related obligees if the transfer target involves sharing rights or other rights are placed on the transfer target; and

(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 registration form shall be provided.

 

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

 

Article 9 If the transfer target 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 target 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 policy, road toll certificate and payment certificate of vehicle and vessel usage tax.

 

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

 

Article 11 The transactions of assets in kind 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 Information Release on Transfer of Assets in Kind correspondingly.

 

Article 12 The listing transfer refers to the circumstance in which CBEX releases the information on transfer of assets in kind on economic or financial newspapers and magazines above provincial level issued publicly and website of CBEX based on application of the transferor to solicit intended transferee publicly.

 

If only one qualified intended transferee is collected, the transfer based on agreement can be made. If two or more qualified intended transferees are collected, auction or online outcry 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 intended transferees to quote via the designated quotation system of CBEX after releasing the information on transfer of assets in kind 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 intended transferees publicly, and the effective bidder 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 reasonably set up the qualification requirements based on actual situations of the transfer target. 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 tenant enjoys the preemption, or the transferor transfers the property rights jointly owned with some others and the other enjoys the preemption, related procedures shall be performed in accordance with the laws.

 

Article 17 The transferor when submitting 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 Assets in Kind 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 date 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 randomly change the contents and conditions in the transfer information statement within the information release period. If the contents and conditions need to be changed for special reasons, the statement 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 transfer information release period, the intended transferee or entrusted broker member can read materials related to transfer target. The transferor and its entrusted broker member shall accept consultation and negotiation with the intended transferee.

 

Article 23 In case that the listing transfer method is selected and no qualified intended transferees are recruited within the period and contents of information release statement are not changed, the transferor can extend the information publicity period. Each time, the time limit shall be extended for no less than five working days. The information release statement shall become invalid automatically if the transferor doesn’t specify extension of the information release period and no qualified intended 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 purchase intentions at CBEX is 17:00 of Beijing time of the deadline of information release period. The intended transferee shall submit the application to CBEX within the registration deadline and shall pay deposit to the designated account of CBEX.

 

Article 25 If the intended transferee entrusts the broker member to act as the agent for purchase of assets in kind, 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 26 If the listing or auction transfer methods are adopted, the intended transferee or the entrusted broker member shall submit following materials to CBEX:

(1)  Application for Purchase of Assets in Kind;

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

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

(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 all the parties of the combo.

 

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

 

Article 29 CBEX shall review the law-compliance of the Application for Purchase of Assets in Kind and the purchase materials, and shall issue the Notice on Conformation of the Transferee Qualification for Purchase of Assets in Kind to the registered intended transferees who meet with the conditions and pay the deposits on time. For unqualified intended transferees, CBEX shall issue a written notice. The intended 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 intended transferee after the intended transferee pays the deposit within the information release period and the quotation period to CBEX. The intended 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 intended transferee is generated upon expiration of the information release period, CBEX shall organize both parties of the transaction to sign the Contract for Transactions of Assets in Kind; If two or more qualified intended transferees are generated, CBEX shall organize the outcry to determine the transferee in line with the Rules for Auction in Transfer of Enterprises’ State-owned Equity or Rules for Online Outcry in Transfer of Enterprises’ State-owned Equity. CBEX shall issue a Notice on Outcry Results to the transferee based on the outcry results and organize both parties of the transaction to sign the Contract for Transactions of Assets in Kind.

 

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

 

Article 33 If the transferee is determine via the 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 Transaction payment settlement

 

Article 34 All parties for transaction of assets in kind shall settle payment via CBEX. Capitals for transaction of assets in kind including deposit and transaction price and shall be paid in RMB.

 

Article 35 The transferee shall pay the transaction price to the 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 parties of the transaction shall pay the transaction service fees in line with the charging standards of CBEX.

 

Chapter VII Issuance of transaction voucher

 

Article 37 CBEX shall review the transaction materials of the assets in kind, and shall issue the voucher for equity transaction to both parties of the transaction after the review and the transferee pays the transaction price or first installment in line with the agreements of the contract.

 

Article 38 If the equity transfer of the transaction target needs registration alteration, both parties of the transaction shall handle the registration alteration procedures at the relevant departments in line with related regulations of China with the equity transaction voucher and related materials.

 

Chapter VIII Others

 

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

 

Article 40 In the transaction process, if the people’s court or other authorities issue a written notice on suspension of the transaction, the transaction shall be suspended. In the transaction of assets in kind, if there are major changes on the transfer target, CBEX shall terminate the transaction. If the transaction of assets in kind is suspended or terminated, the Detailed Rules of Equity Transfer Suspension and Termination shall be followed.

 

Article 41 If both parties of the transaction and related third party have any disputes in the transaction processes, the parties involved can apply for mediation to CBEX, and CBEX shall mediate in line with the Detailed Rules of Equity Transaction Dispute Mediation. CBEX can terminate the transaction based on the situations of the dispute. If the disputing parties reached consensus after negotiation and mediation, they can apply for resuming the transaction. If the negotiations or mediation 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 mediation, 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 assets in kind:

(1)  Disturbing the transaction order;

(2)  Transacting assets in kind with unclear or disputed ownership;

(3)  Affect the fair transaction with fraud, threaten, disguise or collusion or other methods;

(4)  The transferor transfers the assets randomly by going beyond its authority;

(5)  The transferor provides unfaithful materials or hide important information;

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

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

(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 parties of the transaction;

(9)  Both parties 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 bear the compensation responsibilities for any losses brought to related parties.

 

Article 43 Any checks and reviews made by CBEX in line with the Rules are form compliance reviews. CBEX shall not be liable for the responsibilities (including but not limited to) such as ensuring eligibility of the main body of the transaction parties, integrity of transaction authority, full authorization of the transaction authority, flawlessnee of the transaction target as well as the authenticity and accuracy of the statement and commitment made by both parties of the transaction and materials provided by them. Both parties of the transaction shall bear the transaction risks respectively.

 

Article 44 Materials related to transaction of assets in kind 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 assets in kind, such provisions shall be followed.

 

Article 46 Transaction of assets in kind 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 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 come into effect as of the promulgation.

 


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