Provisional Measures on Information Disclosure of China Forestry Exchange

(For Trial Implementation)

Article One 
        The Measures are enacted in accordance with the Trading Regulations in China Forestry Exchange, with the purpose of standardizing the disclosing of equity transaction information in China Forestry Exchange (hereinafter referred to as CFEX). The Measures apply to equity transactions carried out in CFEX.

Article Two 
        Information disclosure mentioned in the Measures could also be termed as listing, referring to the behavior that CFEX discloses the information of an accepted forestry equity transfer based on documents delivered by the assignor on CFEX’s website and on public circulated economic or financial newspapers/periodicals of provincial or state level according to relevant rules, so as to attract possible assignees.

Article Three 
        Information listed usually contains the following elements:
        I)  Basic information and listed price of the target to be transferred
        II.) Composition of the target;
        III) Internal decision-making of the transfer and status of approval;
        IV) Audited major financial indicators of the target in recent period;
        V) Approval or filing status of the assets evaluation of the target;
        VI) Whether involved with transfer to management teams or other related circumstances;
        VII) Whether other shareholders in companies with limited liabilities or Sino-foreign joint ventures abandon the right of first refusal;
        VIII) Qualifications assignees should have;
        IX) Other information that shall be disclosed.

Article Four 
        Assignors shall be responsible for the authenticity, integrity and validity of the information provided.

Article Five 
        The first listing price defined by assignors shall not be less than the amount in the approved or filed assets evaluation.

Article Six  
        Assignors could raise necessary transfer conditions concerning the assignees' qualification, reputation, operation, financial status, management capability and assets scale, and ask the assignees to give explanations concerning the execution of the transfer conditions in written form. Assignors shall get approval on the equity transfer from relevant authorities.

Article Seven 
        Necessary qualifications of assignees requested by assignors shall comply with relevant laws and regulations; definite indication to any particular candidate assignees or violation to fair competition is strictly prohibited.

Article Eight  
        Where listing transfer conditions, assignors shall confirm whether there are any restrictive or prohibitive prescriptions for foreign investors to participate in the transaction as assignees by referring to Catalogue for the Guidance of Foreign Investment Industries and announce the result in the equity transfer post. 

Article Nine  
        Qualifications and conditions of candidate assignees declared by assignors in equity transfer post shall not be modified once been released. Where great necessity is found to modify the conditions provided CFEX has not received any formal application from assignees,

Article Ten  
        Assignors could require intended assignees to pay transaction margin where the latter delivering applications. The amount is usually no more than 30% of the listing price.

Article Eleven  
        Assignors define the listing period of the target equity transfer; nevertheless it shall be no less than 20 working days. The listing period commences with the equity transfer information released on newspapers/periodicals.

Article Twelve  
        Assignors could define in advance the means of auction & bidding in case more than one intended assignees present after the listing period; otherwise, CFEX would in principle negotiate with the assignors to decide on the means of auction & bidding within five working days after the listing period expires and the applications of the intended assignees have been approved. 

Article Thirteen  
        Before the listing of the target transfer, assignors could make a prior decision to prolong the listing under the original transfer terms, in case no intended assignees emerge after the listing period expires.

Article Fourteen  
        The listing shall be prolonged in periods until the emergence of intended assignors. Each period consists of five working days.

Article Fifteen  
        Assignors could change the information of the target equity transfer and apply for relisting where no intended assignees emerge after the previous listing period. The relisting period shall be no less than 20 working days.

Article Sixteen   
        Documents of approval issued by relevant equity transfer administrative authorities shall be submitted where the relisting price is lower than 90% of the amount in the approved or filed assets evaluation.

Article Seventeen  
        Where no intended assignees present till the listing period expires, the listing shall be terminated in the event that assignors choose neither to prolong the listing nor to relist.

Article Eighteen  
        Assignors shall not change or withdraw the released information during the listing period. Documents of approval or other supporting documents issued by relevant equity transfer administrative authorities shall be provided if assignors have to change or withdraw the released information due to special causes. CFEX would announce the change or the withdrawal in the original release channel. The change or the withdrawal takes effect as of the issue date of the announcement.

Article Nineteen  
        CFEX is entitled to terminate the listing and deliver Notification of Listing Termination to assignors where any one of the following circumstances occurs during the listing period and has been confirmed:
        I)  The target listed projects or assignors encounter significant changes due to force majeure, resulting in assignors’ incapability to fulfill relevant obligations prescribed on the listing;
        II)   Assignors provide false information, resulting in serious misleading of the information released on the listing;
        III)   Assignors have been discovered to be intentionally hiding the truth, whose right to dispose has been lost or restricted;
        IV)   The equity transfer is terminated due to notices or legal documents in accordance with the laws have been issued by judicial authorities to terminate the transaction;
        V)   Other circumstances that the listing shall be terminated.

Article Twenty  
        For transactions that have been terminated the listing, CFEX shall withdraw relevant information published on the original channel and notify the public of the new change.

Article Twenty-one  
        Assignors that intend to retransfer the target equity that have been terminated transaction during the previous listing period shall apply for listing again according to the procedures prescribed in the Measures.

Article Twenty-two  
        CFEX would issue a notification to inform the assignors of the listing outcome within two working days after the listing ends.

Article Twenty-three  
        Fees generated in information disclosure shall be afforded by assignors.

Article Twenty-four  
        All documents released in information disclosure of equity transfer projects shall be kept in archives by CFEX.

Article Twenty-five  
        The Measures shall be delivered to relevant government authorities for filing.

Article Twenty-six  
        The right to interpret and revise the Measures shall go to CFEX.

Article Twenty-seven  
        The Measures take effect as of November 23, 2009.