Chapter 1 General Principles

Article 1 Measures for Implementing Multiple 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 Multiple 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 multiple 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 range of mark-up, 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 GEMAS representatives shall jointly supervise and witness the bid.

Chapter 2 Requirements on Multiple 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 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 Multiple 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.

Interested parties may not withdraw their offers.

Article 10 During the bid, the interface of the online bidding system will display the current highest offer, bid history, etc. When some interested party makes an offer, if its username is the one with the highest offer in bid history, its offer is the highest. If its username is not the one with the highest offer in bid history, or its bid time is later than that of other interested parties, its offer is not the highest. At this time, the previous offer of the interested party is automatically invalidated, and the party should decide whether to offer again.

If same offers appear, the one first confirmed by the online bidding system is valid.

Article 11 The bidding period is divided into the period of free bid and the period of limited-time bid.

(1) Interested parties can make multiple offers in the period of free bid, and the offers are valid only if they’re higher than the current highest offer (the first offer can be the reserve price). The offers made by interested parties are legally effective.

(2) After free bid ends, the system will automatically enter the preset period of limited-time bid and prolong time according to the preset limited time.

If no one bids within the period of limited-time bid, the bid ends, and the current offer shall be confirmed as the highest by the system.

If there are interested parties who continue to bid within the period of limited-time bid, the new offers are the currently valid ones, and the system will re-enter the period of limited-time bid. The cycle repeats until no new valid offer is submitted, thence the bid ends, and the latest offer shall be confirmed as the highest by the system.

Article 12 If there is a priority transferee for the project and the person exercises priority on the bidding system, the bidding procedure is as follows:

(1) The mark-up period for the interested party with the highest offer: the interested party with the highest offer has an opportunity to raise the offer within stipulated time after limited-time bid ends. If the offer is not raised, the current offer is considered as the final one. Other interested parties are not entitled to participate in this operation. After the mark-up period ends, the final offer locked by the system is the exercise price of the priority transferee.

(2) Priority exercising period: The priority transferee must decide whether to exercise priority within stipulated time after the mark-up period (subject to the system timing) and confirm it on the system.

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

(1) The mark-up period for the interested party with the highest offer: GEMAS will ask the interested party with the highest offer to confirm whether to raise the offer, which has been locked by the system. The party must confirm the highest offer or raise the offer in writing within stipulated time. The confirmed offer will be used as the exercise price of the priority transferee. Other interested parties are not entitled to participate in the operation.

(2) Priority-exercising period: GEMAS will submit the final offer confirmed by the interested party with the highest offer to the priority transferee to confirm whether to exercise priority. The person shall confirm whether to exercise priority in writing within specified time.

(3) If no valid offer is generated in neither the period of free bid nor the period of limited-time bid, 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 person shall confirm whether to exercise the priority in writing within specified time.

(4) If the priority transferee shall exercise the priority, he/she should submit documents about the matter within stipulated time (see Appendix 3). Otherwise, the priority is deemed to have been waived.

Article 14 If there is a priority transferee for the project and the person participates in the bid, he/she may make the same offer as other interested parties and win the bid of the subject if no higher offer appears.

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 on 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 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 its 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 exercise price 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 in accordance with conditions of the project.

Article 20 If the transferee of the project cannot be confirmed in accordance with regulations after the bid, 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 in 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 bidding, GEMAS shall notify interested parties and reorganize bidding in the following means as the circumstances may require:

(1) If the bidding continues with the starting status of the highest bidder and bid during suspension, interested parties shall continue to bid in accordance with the provisions of Chapter 3 of the Measures. If there is no offer 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 bid or invalid bid caused by themselves.

Chapter 6 Supplementary Provisions

Article 26 GEMAS reserves the final interpretation of the Measures.