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Project equity private equity investment fund transfer Operational Guidelines
(Trial)
Chapter I General Provisions
The first order to regulate private equity funds to carry out projects related to the transfer of business ownership among private institutions offer products and services system (hereinafter referred to as "pricing system"), to protect investors' legitimate rights and interests, maintain quotation system running order, according to "People's Republic of China Company law "," People's Republic of China Securities law "," People's Republic of China Partnership enterprise law, "" private investment fund supervision Interim Measures "and other relevant laws and regulations and the" inter-institutional private equity products, pricing and service management approach (trial) " and other quotation system business rules, formulated guidelines.
Article Guidelines referred to private equity items equity funds (hereinafter referred to as "Project Equity") refers to the class of equity securities firms direct investment institutions, the China Securities Investment Fund Association registration of private equity funds and other investment institutions (hereinafter referred to as "Seller") to invest in the shares of joint stock limited company, limited liability company's equity, the interests of other companies or organizations.
In the project equity transfer pricing system, the application of this guideline.
CSI Capital Market Monitoring Center Co., Ltd. Article (hereinafter referred to as "Market Monitoring Center") in the project equity transfer activities quotation system daily management.
Chapter II Transfer
Article stake in the project quotation system transfer, the transferor shall complete a transfer pricing system registry, and disclose the following materials to the participants through specific quotation system:
Documents and business license (a) project company charter, partnership agreements;
(B) the general meeting of shareholders (the shareholders' meeting or decision-making body) resolution (limited liability company shall contain items other shareholders equity where the company agreed to transfer the transferor of equity and waive the right of first refusal content);
(C) transfer instructions;
Other materials (iv) market monitoring center requirements.
Article transferor shall disclose in the transfer specification the following:
(A) companies, enterprises or other organizations (hereinafter referred to as "Project Company") the basic situation;
(Ii) Project financial report the company nearly two years;
Number (iii) the transfer of ownership, the intention quotes, pledged;
Controlling shareholder (iv) the Project Company and the actual controller;
Representation of Directors (v) project, supervisors and senior management, equity changes, the annual remuneration;
Significant litigation (vi) project company, arbitration and other major events and their impact;
(Vii) project company provides significant guarantees and other significant contingent liabilities;
(H) other important matters.
Article transferor may transfer all or part of the equity held by the project to one or more of the transferee.
The transferor will transfer the project to the equity held by a plurality of the transferee shall not violate the Articles of Association, agreed partnership agreement, investment agreements, the number of shareholders after the transfer, partner, investor, etc. shall comply with the laws and regulations the relevant provisions.
Article VII of the quotation system project equity transfer, can negotiate the transaction, click the transaction, auction bidding, tender offer bid and other means.
Article 8 project equity deal, the two companies signed a transfer agreement through online quotation system.
By signing parties to the transaction selection line transfer agreement, it shall be sent to the Transfer Agreement quotation system.
Commerce Projects equity change registration by the parties to the transaction in accordance with the relevant laws and regulations.
Article IX because justice deduct administrative allocation, inheritance, gift, etc., corporate merger and separation of the causes of the project equity is changed, the transferor shall promptly report to the equity transfer pricing system, the pricing system to suspend or terminate the project stake transfer.
Article X of the following circumstances, the system can offer to suspend the project equity transfer:
(A) an application to suspend the transfer of the transferor;
(B) The transferor does not fulfill disclosure obligations stipulated in the transfer instructions;
Deterioration (iii) the project company operating conditions, which would result in significant adverse matters of the project company can not continue to operate;
Other circumstances (iv) market monitoring center requirements.
Circumstances listed in this section disappear, the transferor apply for reinstatement of transfer, after the market recovery in the monitoring center to verify the transfer pricing system.
Article 11 In any of the following circumstances, the system can offer to terminate the project equity transfer:
(A) applied to discontinue the transfer of the transferor;
(B) suspending the transfer of more than one year, and the reasons for the suspension of transfers have not been eliminated;
(C) the transferee knows the transfer of information via quotation system or other means, and with the transferor under the line to complete the transaction;
(Iv) the Project Company is dissolved, disbanded or liquidation;
(E) Market Monitoring Center believes that other circumstances should be terminated transfer.
Chapter settlement
Article 12 transfer pricing system, when the transferee project equity, the transferor should open its own products account; transferee may open its own products account or fiduciary account as required product, respectively, for their own records held by the project project equity holders of the shares or managed funds.
Product quotation system account code consists of 12 characters, of which the first three "100", after nine by the Arabic numerals and English letters, Arabic numerals priority, prepared by the independent pricing system.
Article XIII transferor and transferee in the quotation of fund settlement system, shall sign a service agreement with the fund settlement market monitoring center. Transferor shall open a settlement account of its own funds, the transferee may open its own funds to the settlement account or fiduciary funds settlement account as needed, the funds are used according to its own funds or managed funds and the like.
Article XIV of the transferor and transferee in applying for opening quotation system product accounts, funds settlement account, should fill out the online account opening application form. After receiving the application form, the quotation system 2 working days to confirm.
Products apply to open fiduciary accounts, fiduciary funds settlement account shall be submitted online product documentation set up, and set up the product within 10 working days after the account opening documents sent to the market success of the monitoring center for data archiving.
Article XV transferor or transferee for the revocation process accounts, funds settlement account, should fill out the online account application form withdrawal, account shall be applied at the same time meet the following criteria:
(A) within the account balance is zero;
(B) account no transaction reporting or transaction;
(C) in no way account for settlement or share private equity products, interest or capital;
(Iv) accounts without any outstanding debt or contract;
(E) the account status is normal, no freeze, pledge, sell household and other abnormal conditions;
Other conditions (vi) market monitoring center requirements.
Upon receipt of the account cancellation request form, quotation system two working days of the account to withdraw the application for confirmation. After the revocation of the account, the relevant parties should be revoked account application form sent to market monitoring centers in 10 working days.
Article XVI transferor, transferee in the transfer pricing system, the transferee project equity before the opening of the settlement should be numbered, and each number corresponds to a unique settlement fund settlement account. When the transaction is submitted application for the transfer, the transferee project equity, etc., should be selected billing number.
Article XVII project equity in the transfer pricing system that can be handled by quotation system registration and settlement institution registration and settlement. Quotation system registration and settlement institutions are not as common counterparty settlement the parties involved in the transaction. Parties to the transaction can be used in full liquidation, the net liquidation mode, day-end batch of settlement and other settlement arrangements may be used.
Capital delivery point before the transferee by China Securities Depository and Clearing Corporation Limited, other institutions commercial banks, third-party payment agencies or the Commission approved the transfer of funds to the settlement account funds quotation system to ensure settlement funds point adequate. In the quotation system registration and settlement agencies for funds settlement, quotes system registration and settlement institution in the delivery point to complete the settlement funds by parties to the transaction settlement fund accounts; transactions between the parties to complete the financial settlement, the settlement should be at the cross point receive results back to the quote system registration and settlement institution.
Article XVIII parties to the transaction may agree that the first transaction transferee funds transfer pricing system to its funds settlement account, pending registration of the change of business equity project after finishing, then the transfer of funds to the transferor fund settlement account.
Chapter IV Business Management
Article XIX transferor can appear in quotation system to be transferred ownership of project information, and demonstrate authenticity, legitimacy bear the corresponding legal responsibility.
Transferor can decide on the content and scope of the project equity to show information and self-management and maintenance of present information.
Diershitiao transferor in the transfer pricing system project equity, shall perform the information disclosure obligations to the transferee by quotation system, and to ensure that information disclosure is real, accurate and complete.
A breach of this Article transfer pricing system guidelines and the relevant rules, agreed to transfer instructions and the commitments made, the market monitoring center may request an amendment, interview relevant persons responsible participation within the range of people in the quotation system criticism; the circumstances are serious, it may suspend some or all of the business permission.
Article 22 The registration information submitted by the transferor quotation system of false records, misleading statements or material omissions, the market monitoring center may request an amendment, they will not apply for business; the circumstances are serious, the market monitoring center may suspend, terminate some or all of the business permission.
Article 23 of the equity transfer project information in quotation party system Gallery contains false or misleading statements, fraudulent information, market monitoring center may require the transferor to remove or correction; transferor failed to delete or correction, the market monitoring center can be deleted or marked.
Article 24 The transferor fails to transfer the specification and the present guidelines obligation of information disclosure, market monitoring center can interview the responsible person to ask for correction, participation in the pricing system within the scope of people criticized. Unjustified refusal to correct, the market monitoring center may suspend part or all of the business permission.
Article 25 The presence of a higher or lower price of equity transfer projects and project equity transfer price is a serious deviation from the actual value of the case, the market monitoring center may require the transferor or transferee an explanation or description; the presence of suspected transfer of benefits , transaction management measures can be taken.
Article 26 The transferor or transferee in the transfer pricing system in project business in violation of the rules of self-regulation by the market monitoring center handed over the corresponding self-regulatory organizations adopt self-disciplinary measures.
Transferor or transferee in violation of laws, administrative regulations, the China Securities Regulatory Commission and other relevant bodies handed over by the relevant self-regulatory organizations to investigate and punish.
Chapter V Supplementary Provisions
Article 27 National laws, administrative regulations and departmental rules and regulations for private equity investment fund equity transfer special provisions shall prevail.
Article 28 of the Guidelines Monitoring Centre responsible for the interpretation by the market, from the date of promulgation.
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