Chapter 1 General Principles

Article 1 Measures for Implementing One-off Online Bidding in Transaction Projects of Guangzhou Enterprises Mergers and Acquisitions Services (hereinafter referred to as “the Measures”) is formulated to standardize the online bidding of transaction projects according to Procedures for Operating Transaction of State-owned Property Rights of Guangzhou Enterprises Mergers and Acquisitions Services and Regulations for Operating Transaction of Physical Assets of Guangzhou Enterprises Mergers and Acquisitions Services and other relevant regulations.

Article 2 Interested parties shall carefully read the Measures and its appendixes. Once involved in the transaction, it means that they have fully understood and accepted agreements in the Measures and its appendixes, and are responsible for fulfilling relevant obligations while enjoying corresponding rights.

Article 3 One-off online bidding in the Measures means that at the expiry of project information announcement, Guangzhou Enterprises Mergers and Acquisitions Services (hereinafter referred to as “GEMAS”) shall, in accordance with relevant agreements and specific conditions of transaction subject, organize qualified interested parties to conduct one-off bidding on the online transaction system designated by it to determine the final transferee of the project.

Article 4 GEMAS shall clearly stipulate the reserve price, the bid time and the time limit for bidding in the bidding notice according to specific conditions of the project.

Article 5 The principal and the GEMAS representatives shall jointly supervise and witness the bid.

Chapter 2 Requirements on One-off Online Bidding

Article 6 Interested parties shall register accounts and set passwords on the website of GEMAS, and wait for account approval and activation by GEMAS to sign up for a specific project. (See Appendix 1 for concrete steps.)

Interested parties shall log in the website of GEMAS with the registered usernames and passwords to check their transaction qualification and to participate in online bidding.

Article 7 Interested parties shall keep the registered usernames and passwords confidential. Any responsibility arising from the leakage of usernames or passwords by interested parties shall be borne by themselves.

Article 8 Interested parties shall participate in the bidding in person or by proxy, and non-participation shall not affect the final bidding result of the project.

Chapter 3 Procedures for One-off Online Bidding

Article 9 Interested parties shall log in GEMAS’s online bidding system within specified time with their usernames and passwords, and participate in the bidding according to procedures and requirements set by the system (see Appendix 2 for specific steps). The time of online bidding is subject to the system timing.

Article 10 Each interested party participating in the bid has only one opportunity to make offer during the process.

Article 11 The interested parties may not make offers lower than the reserve price, otherwise the offers shall be invalid.

Interested parties may not withdraw their offers.

Article 12 After the expiry of bid time, the online bidding system shall sort the valid offers of interested parties according to the principle of “price and time priority” and lock the party with the highest offer.

Article 13 If there is a priority transferee for the project and the person exercises priority on the bidding system, the bidding procedure is as follows:

After the expiry of bid time, the online bidding system will automatically lock the highest offer. The priority transferee must make a decision on whether to exercise priority with the highest offer within stipulated time after the expiry of bid time, and confirm it on the bidding system.

Article 14 If there is a priority transferee for the project and the person exercises priority outside the bidding system, the bidding procedure is as follows:

(1) After the expiry of bid time, if a valid offer is generated, GEMAS will ask the priority transferee to confirm whether to exercise priority with the highest offer locked by the online bidding system. The priority transferee shall confirm whether to exercise priority with the highest offer in writing within specified time.

(2) After the expiry of bid time, if no valid offer is generated, interested parties shall be deemed to have waived transfer of the transaction subject, and GEMAS will submit the listed price to the priority transferee to confirm whether to exercise the priority. The priority transferee should confirm whether to exercise priority with the listed price in writing within specified time.

(3) If the priority transferee exercises the priority, he/she should submit a document for exercising priority within prescribed time (see Appendix 3). Otherwise, he/she will be deemed to have waived the priority.

Article 15 If there are two or more priority transferees for the project exercising their priority, GEMAS may stipulate exercising methods and procedures according to specific conditions of the project.

Article 16 After the bid ends, interested parties can view the result in the online bidding system of GEMAS.

Chapter 4 Confirming the Transferee of the Project

Article 17 After the bid ends, if there is no priority transferee for the project or the person does not exercise priority according to regulations, the interested party with the highest offer confirmed and locked by the online bidding system shall be confirmed as the transferee of the project after signing a Deal Confirmation and other documents of transaction with GEMAS and the principal within stipulated time, and the highest offer shall be confirmed as the transaction price.

Article 18 After the bid ends, if there is a priority transferee for the project and the person exercises priority, he/she shall be confirmed as the transferee of the project after signing a Deal Confirmation and other transaction documents with GEMAS and the principal within stipulated time, and the price at which the priority is exercised shall be confirmed as the transaction price.

Article 19 GEMAS may confirm the transferee of the project in the manner agreed in the project announcement.

Article 20 If the transferee of the project cannot be confirmed in accordance with regulations after bidding, the transaction subject shall be recovered by the principal.

Chapter 5 Special Situations

Article 21 If the online bidding system fails to operate normally due to the following reasons, GEMAS will suspend the bid until a further notice.

(1) The online bidding system cannot operate normally due to force majeure;

(2) Service interruption or delay caused by the server being attacked, faulty of communication network, faulty of system equipment, etc.;

(3) Other reasons resulting in failure of the transaction system.

GEMAS will not confirm any result of online bidding arising from the above reasons and will not bear any relevant legal responsibilities therefrom.

Article 22 If the bid ends without being suspended in time or the project information needs to be reconstructed due to the failure of the platform system, the highest offer on the system is only the current highest one, not the transaction price, and the highest bidder is also only the current highest one.

Article 23 After eliminating matters affecting the bid, GEMAS shall notify interested parties and reorganize bidding in the following means as the circumstances may require:

(1) If the bidding is continued with the starting status of the highest bidder and offer during suspension, interested parties shall continue to bid in accordance with the provisions of Chapter 3 of the Measures. If no offer is made for the continuous bidding, the price in the starting status shall be confirmed as the transaction value , and the highest bidder in the status as the interested party with the highest offer. GEMAS will confirm the transferee of the project in accordance with the provisions of Chapter 4 of the Measures.

(2) If re-bidding happens at the listed price of the project, it shall be reorganized as stipulated in Chapters 3 and 4 of the Measures to confirm the transferee of the project.

Article 24 If GEMAS reorganizes the bidding, interested parties shall participate in it. Non-participation shall be deemed as an automatic waiver of transfer of the transaction subject, and does not affect the result.

Article 25 Interested parties shall bear all the liabilities arising from any failure to make offers or invalid offer caused by themselves.

Chapter 6 Supplementary Provisions

Article 26 GEMAS reserves the final interpretation of the Measures.