Operational Rules for Organizing Transaction Signing of Southern United Assets & Equity Exchange

2019-10-21

Article 1 These Rules are formulated in order to regulate the act of Southern United Assets & Equity Exchange (hereinafter referred to as "SUAEE") to organize property transfers, contract signing, etc. and in accordance with the Measures for the Supervision and Administration of the Transaction of the State-owned Assets of Enterprises, the Operational Rules for the Transaction of State-owned Properties of Enterprises, the General Transaction Rules of Southern United Assets & Equity Exchange and the other applicable rules and regulations.

Article 2 These Rules shall apply to organizing transaction signing for the transaction of properties of state-owned and collective enterprises at SUAEE. organizing transaction signing for other types of transaction may be carried out with reference to these Rules.

Article 3 After the expiration of the term of the formal transfer information announcement, if only one eligible potential transferee is produced, SUAEE may organize the two transaction parties to sign the contract directly on basis of the listing price or the quotation of the buyer, which is higher, except otherwise agreed. The quotation of an potential transferee shall not be lower than the listing price.

Article 4 After the expiration of the term of the official transfer information announcement , if two or more eligible transferees are found, SUAEE shall organize the bidding in accordance with the bidding method determined by the announcement.

Article 5 In the case where the other shareholders of the target enterprise have the right of preemption under the same conditions according to law, SUAEE shall provide relevant services for them to exercise rights in accordance with the Company Law of the People's Republic of China and the other applicable laws and regulations as well as the articles of association of the target enterprise.

Article 6 The open bidding modes shall include online bidding, auction, tendering and bidding and other bidding modes, and may not violate the applicable national laws and regulations.

Article 7 If online bidding is adopted, multiple quotations and one quotation may be adopted. SUAEE shall organize the implementation of the online bidding according to the Measures for the Implementation of Online Bidding of Southern United Assets & Equity Exchange.

Article 8 In case of auction, SUAEE shall organize the implementation of the auction in accordance with the Auction Law of the People's Republic of China and the Measures for the Implementation of Online Bidding of Southern United Assets & Equity Exchange.

Article 9 In case of tendering and bidding, SUAEE shall organize the activity in accordance with the Law of the People's Republic of China on Tenders and Bids and the Measures for the Implementation of Online Bidding of Southern United Assets & Equity Exchange.

Article 10 SUAEE shall organize the parties to the transaction to sign the transaction contract within 3 business days from the day following the determination of the transferee.

Article 11 The transaction contract shall generally include the following main contents:

(i) the name and address of the parties to the transaction;

(ii) the basic information on the transfer of the target enterprise;

(iii) the method to assign the property;

(iv) whether the employees of the target enterprise for transfer continue to be employed or how to deal with them;

(v) the disposal of the creditor's right or debt involved in the target enterprise for transfer;

(vi) the transfer price, payment method and term;

(vii) the delivery of property;

(viii) the bearing of the relevant taxes involved in the transfer;

(ix) the conditions for contract effectiveness;

(x) the way to resolve contractual disputes;

(xi) the breach responsibilities of the parties to the contract;

(xii) the conditions for the change and cancellation of the contract; and

(xiii) any other term deemed necessary by the parties to the transaction.

Article 12 The transferor shall determine in advance the contents of the transaction contract other than the transfer price in accordance with the transfer information announcement, and disclose the contents of the contract determined in advance to the potential transferees, unless otherwise agreed.

Article 13 When signing a transaction contract, the two parties to the transaction shall not make any changes to the terms of the transaction contract that are substantially different from the contents of the formal information announcement. SUAEE shall have the right to review the transaction contract in accordance with the applicable laws and regulations and on basis of the contents of the official information announcement, the results of the bidding transaction, etc..

Article 14 The applicable regulations shall be followed in the event the property transaction involves subject qualification examination, anti-monopoly review, franchise right, state-owned land use right, prospecting right and mining right, etc. and needs to be reviewed and approved by the competent governmental authority.

Article 15 After the transaction contract takes effect, the transaction result shall be announced on the website of SUAEE. The announcement shall include the name of the transaction subject matter, the evaluation result of the transfer subject matter, the listing price, and the transaction price. The announcement term shall not be less than 5 business days.

Article 16 These Rules shall be interpreted by SUAEE.

Article 17 These Rules shall be filed with the Office of Guangdong Provincial Government Joint Meeting on the Construction of Market of Equities and shall be subject to the supervision and guidance of Guangdong Provincial Government Joint Meeting on the Construction of Market of Equities and its Office.

Article 18 These Rules shall come into force on January 1, 2017, and the Operational Rules for Organizing Transaction Signing of Southern United Assets & Equity Exchange (Amendment 2014) shall be abolished from the implementation date of these Rules.

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