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Regulations on organizing the signing of contracts for transactions

Article 1 The regulations are prepared in accordance with the Rules for State-owned Equity Transactions of Enterprises to regulate the organization of equity transfer through outcry and the signing of contracts for transactions, and other behaviors.

  

  Article 2 Where there are two or more eligible intended transferees upon expiration of equity transfer information announcement period, the equity transaction institution shall organize the implementation of open outcry in accordance with outcry method mentioned in the announcement;

  

  Article 3 Where there is only an eligible intended transferee upon the expiration of equity transfer information announcement period, the equity transaction institution shall organize the intended transferee to quote, and the quotation shall not be lower than the listed price.

  

  Article 4 Where other shareholders of the target enterprise involved in the case enjoy pre-emption right at the same condition, the transaction institution shall provide relevant services and system guarantees for them to exercise rights in the exchange.

  

  Article 5 Open outcry methods include online outcry, auction, bidding, and other ways of outcry.

  

  Article 6 For online outcry, multiple quotation, one-time quotation, weighted quotation, and other methods may be adopted. The equity transaction institution shall organize the implementation in accordance with the Measures for the Implementation of Enterprise State-owned Equity Transfer through Online Outcry.

  

  Article 7 For auction, the equity transaction institution shall organize the implementation in accordance with the Measures for the Implementation of Enterprise State-owned Equity Transfer through Auction.

  

  Article 8 For bidding, the equity transaction institution shall organize the implementation in accordance with the Measures for the Implementation of Enterprise State-owned Equity Transfer through tendering and bidding.

  

  Article 9 The equity transaction institution shall, within three working days after the transferee is determined, organize both parties to the transaction to sign an equity transaction contract.

  

  Article10 An equity transaction contract includes but not limited to:

  (A) Name and domicile of both parties;

  (B) Basic situation of the target enterprise;

  (C) Way of equity transfer;

  (D) Whether there are matters concerning the employment of the employees of the target enterprise, and how to deal with the matters if any;

  (E) Target enterprise’s creditor’s rights and debt disposal;

  (F)Transfer price, payment method and payment deadline;

  (G) Equity settlement matters;

  (H) Conditions for the effectiveness of the contract;

  (I) Contract dispute resolution methods;

  (J) Liabilities for breach of contract;

  (K) Conditions for contract changes and cancellation.

  

  Article 11 The equity transaction institution shall, based on the relevant provisions of the laws and regulations, review equity transaction contracts according to the contents of equity transfer announcement and the results of outcry transactions.

  

  Article 12 Where the equity transactions involve inspection of right as principal, anti-monopoly review, and other cases, and where the effectiveness of the equity transaction contracts shall be approved by relevant government department, both parties to the transaction shall submit to the said department the contracts and relevant materials, and the equity transaction institution shall issue transaction evidence documents required for examination and approval by relevant government department.

  

  Article 13 The regulations come into force as of the date of promulgation.