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Detailed Operating Rules for Registration of Purchasing Intention

  Article 1 The Detailed Operating Rules for Registration of Purchasing Intention (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 the registration and qualification verification of interested transferees after release of the information on the transactions of enterprises’ state-owned property rights.

   Article 2 The transaction agencies adopt agency mechanism. The interested transferees can, by their own decisions, select broker member among the list of broker members released on the websites of the transaction agencies, and sign agency contracts with them to establish the agency relationships.

   Article 3 During the property rights transfer information release period, the interested transferees shall entrust agency members to consult the related information and materials of the transfer objects at the transaction agencies.

   Article 4 The interested transferees shall entrust the broker members to fill the Application Form for Purchase of Property Rights, which mainly include basic information of the interested transferees, purchase objects, purchase price, related commitment and reviewing opinions of the entrusted broker members.

   Article 5 The interested transferees shall, within the information release period, entrust broker members to apply for purchase of property rights to the transaction agencies, submit the Application Form for Purchase of Property Rights and related attachments and materials, confirm their understanding on the contents and transaction conditions specified in the Notice on Transfer of Property Rights, and make commitment to follow the market rules. The transaction agencies shall register for the transferees who submit the applications one by one.

   Article 6 The interested transferees shall be responsible for the faithfulness, completeness and effectiveness of the contents in the Application Form for Purchase of Property Rights and the materials submitted. The entrusted broker members shall verify the faithfulness, completeness, effectiveness and law-compliance of the materials submitted by the interested transferees, and issue the verification opinions.

   Article 7 The transaction agencies shall check the completeness and law-compliance of the Application Form for Purchase of Property Rights and the attached materials within two working days upon the next day on which the application materials are received. 

   Article 8 In case that the registered transferees don’t meet the qualifications for transferees as specified in the Notice on Transfer of Property Rights, or put forward conditional purchase requirements, or failed to meet the requirements on completeness and law-compliance of the materials submitted, the transaction agencies shall inform the transferees via broker members in written form. The interested transferees shall make adjustments in line with the requirements within two working days upon the next day on which such notices are received.

   Article 9 The transaction agencies shall check the qualifications of the interested transferees in line with the qualifications for transferees specified in the Notice on Transfer of Property Rights, which mainly include following contents:

  (1)Whether the interested transferees make commitment on the faithfulness, completeness and effectiveness of the materials their provided and their compliance with the market rules.

  (2) Whether the broker members verify the materials and whether the verification opinions are clear and detailed.

  (3) Whether the main body qualifications of the interested transferees comply with the requirements on the qualifications of the transferees and related explanations in the Notice on Transfer of Property Rights.

  (4) Whether necessary internal decision-making procedures or approval procedures are performed in case that the interested transferees are juridical persons.

  (5) Whether qualification certificates provided by the interested transferees comply with the requirements in the Notice on Transfer of Property Rights.

  (6) Whether related commitments are made and certificates for law-compliance of purchase capitals are provided in case that members of the management teams or their correlated parties attend the purchase; whether the economic responsibility audit reports of juridical persons are provided in case that the juridical persons of the transfer objects or their shareholding units attended the purchase. Unreleased requirements on qualifications of transferees can’t be taken as the bases to judge the qualifications of the interested transferees.

   Article 10      The state-owned property rights of the transfer objects can’t be transferred when the management teams:

  (1) Are proved to be directly responsible for decline of operating performance of the enterprises after audit;

  (2) Purposely transfer or hide assets or affect the net assets of the transfer objects through correlated transactions in the transferring processes;

  (3) Provide unfaithful materials to the intermediacy institutes to result in distortion of audit and appraisal results, or collude with related parties to weight down assets appraisal results and transfer prices of state-owned property rights;

  (4) Take part in the formulation of plans for transfer of state-owned property rights and related matters such as liquidation and asset check, financial audit, assets evaluation, determination of base price and entrustment of intermediacy institutes.

  (5) Unable to provide the law-compliance certificates for purchase capitals.

   Article 11      The transaction agencies shall issue the Reply Letter Regarding Qualifications of the Transferees to the transferors via the broker members within five working days upon inspiration of the information release period, and inform the opinions on confirmation of qualifications of the interested transferees in written form.

   Article 12      The transferors shall give written relies within five days upon the next day, on which the Reply Letter Regarding Qualifications of the Transferees issued by the transaction agencies are received. If the transferors deem that the interested transferees don’t comply with the requirements on qualifications of the transferees as released, they shall sent written opinions to the transaction agencies after verification of the entrusted broker members, explain the reasons and submit related proving materials. If the transferors fail to make such replies before the due time, it is regarded that the transferors agree with the qualifications confirmation opinions of the transaction agencies.

   Article 13      In case that the transferors have any disputes on the qualifications of the interested transferees confirmed by the transaction agencies, they shall negotiate with the transaction agencies, and consult opinions of the state-owned assets supervision and administration institutes on related disputes when necessary.

   Article 14      After asking for opinions of the transferors’ opinions, the transaction agencies shall issue the Notice on Confirmation of the Transferors’ Qualifications to the interested transferees via broker members, and send a copy of the notice to the transferors via the broker members. The Notice on Confirmation of the Transferors’ Qualifications shall clearly specific the deposits to be paid by the interested transferees and the time limit. The deadline is usually within three days upon the next day for issuance of the Notice on Confirmation of the Transferors’ Qualifications by the transaction agencies.

   Article 15      The interested transferees shall pay the transaction deposits to the transaction agencies (the time when the deposit arrives at the designated account of the transaction agencies shall be taken as valid and binding) within the time limit specified in the Notice on Confirmation of the Transferors’ Qualifications. The interested transferees shall get the qualification confirmation after payment of the transaction deposits. It is deemed that the interested transferees who fail to pay the deposits within the due period had abandoned the qualifications of the transferees.

   Article 16      The interested transferees who have any doubts on their inability to get the qualifications can submit the Application for Re-evaluation of Purchase Qualifications to the transaction agencies within two working days upon the next day on which the Notice on Confirmation of the Transferors’ Qualifications is received and after being reviewed by the entrusted broker members. The applications shall clearly specify the reasons for the doubts, with related proving materials provided. The transaction agencies shall complete the re-evaluation within five working days upon the next day, on which, the re-evaluation applications are received, and issue the re-evaluation opinions on qualifications confirmation.

   Article 17      In case that the interested transferees who obtain qualification confirmation request the transferors to explain or specify the related contents in the Notice on Transfer of Property Rights, they shall submit written applications to the transaction agencies via broker members. The transaction agencies shall check the applications and inform the transferors. The transferors shall make replies within five working days upon the next day, on which, notices from the transaction agencies are received. If the transferors fail to make replies, the transaction agencies can terminate the transactions, and the transferors shall shoulder the due responsibilities thereof in accordance with the regulations.

   Article 18      The Operating Rules will take effects as of the promulgation date.