Chapter I General Provisions
Article 1 （Purpose）
These Procedures are formulated for the purpose of normalizing the acts of property rights trading, promoting the healthy development of property rights trading markets and pressing ahead with the orderly circulation of state-owned, collective-owned, and other property rights.
Article 2 （Application Scope）
These Procedures apply to any property rights trading activity in property rights trading markets in this Municipality. Where there are provisions otherwise provided by laws, rules and regulations, such provisions shall prevail.
Article 3 （Definitions）
The term "property rights" mentioned in these Procedures refers to all kinds of property rights including real right, creditors right, equity right and intellectual property right.
The term "property rights transaction" mentioned in these Procedures refers to the act in which a property right subject exercises a paid transfer of property rights legally owned by him or her through the property rights trading market.
The term "property trading market" mentioned in these Procedures refers to the property rights trading place established with approval of the Shanghai Municipal Peoples Government.
Article 4 （Principle）
The principle of good faith, openness, fairness and impartiality shall be followed in the conduct of property rights transactions in the property rights trading market.
Article 5 （Floor Trading）
The transaction of state-owned and collective-owned property rights under the jurisdiction of this Municipality shall be made in the property rights trading market.
State-owned property rights of central-governmental enterprises and other property rights may be traded in the property right trading market.
Transactions conducted in the property rights trading market are not subject to restriction of regions, trades, amount of capital put in or relationship of administrative subordination.
Article 6 （Administrative Departments）
The Shanghai Municipal State Assets Supervision and Administration Committee （hereinafter referred to as SSAC） is responsible for the administration and coordination work of this Municipalitys property rights trading markets.
The Shanghai Municipal Property Rights Transaction Administration Office （hereinafter referred to as SPAO） is the supervisory agency of this Municipalitys property rights trading markets, having the responsibility for drawing up policies, planning and administrative systems for property rights trading markets, for supervision on the business activities of property rights trading markets and the activity of intermediary agencies, for investigation and punishment of regulation-breaking acts and for giving direction to the work of the intermediary trade association of property rights transactions.
Relevant departments of this Municipality shall, according to their respective functions and duties, assist SSAC and SPAO in doing a good job of the administration work of property rights trading markets.
Chapter II Property Rights Trading Markets
Article 7 （Nature）
A property rights trading market is a not-for-profit institution corporation.
Article 8 （Articles of Association）
A property rights trading market shall draw up articles of association, stipulating its organizational framework, management of members, operation of the body and other matters.
For the formulation and revision of the articles of association, opinions shall be sought from SPAO and approval shall be obtained from SSAC.
Article 9 （Trading Rules）
A property rights trading market shall, according to the administrative system and articles of association approved by SSAC, draw up relevant trading rules according to law and report to SPAO for examination and approval.
Article 10 （Service Functions）
A property rights trading market shall provide the floor, facilities, information and other services for transactions of property rights.
A property rights trading market shall establish a network platform to release information on property rights transactions, form an information website and a data system accessible for on-line inquiry, and timely furnish information, administrative system and trading rules on property rights transactions and related laws, regulations, rules and policy provisions.
The network platform to release information on property rights transactions which is established by the property rights trading market shall actualize network interconnection or information exchange with the administrative departments of state assets, industry and commerce and with those in relation to registration of altered title deed.
The property rights trading market may provide clearing service of payment for transactions of property rights.
Article 11 （Members）
An intermediary agency with legal personality of enterprise, engaged in activity of property rights transactions and committed to compliance with the articles of association of the property rights trading market, upon filing a written application to and obtaining approval by the property rights trading market, may become a member of the property rights trading market.
The property rights trading market shall report the matters about its members to SPAO for the record.
Chapter III Trading Activity in Property Rights Trading Market
Article 12 （Agency by Agreement）
A transferor and a transferee that conduct property rights transaction activity in the property rights trading market may entrust a member of the property rights trading market to carry out the property rights transaction activity and enter into an agency contract.
Article 13 （Material Furnished by Transferor）
A transferor of property rights shall submit to the property rights trading market the following material:
（1） A valid certificate of transferors eligibility;
（2） A valid ownership certificate of transferors property rights;
（3） An approval certificate of property rights transfer;
（4） The basic conditions of subject-matter to be transferred; and
（5） Other materials to be submitted as provided by laws, rules and regulations.
Where the transfer of entire property rights by a state-owned or collective-owned enterprise involves the legitimate rights and interests of its employees, the employees representatives conferenceor the general meeting of employees of the transfer or-enterprise shall examine and approve the transfer according to law. When presenting the scheme of entrusted transaction, the transferor shall produce the certification that the employees representatives conference or the general meeting of employees has made examination and approval thereof.
Article 14 （Material Submitted by Transferee）
A transferee of property rights shall submit to the property rights trading market the following material:
（1） A valid certificate of transferees eligibility;
（2） A valid certificate of transferees credit rating; and
（3） Other material to be submitted as provided by laws, rules and regulations.
Article 15 （Verification and Examination）
The member that accepts agency by agreement shall verify relevant material furnished by the principal; the property rights trading market shall examine the eligibility and trading condition of the subject of the property rights transaction.
The transferor and the transferee shall be accountable for the completeness and truthfulness of the material for property rights transaction both of them furnished.
Article 16 （Release of Information）
The property rights trading market adopts the system of listing information on property rights transactions.
The property rights trading market shall classify and sort out the furnished information on property rights transactions, and within the specified period, release the information through the information release platform of property rights trading market, and may also publish the information at the same time to the public through media or by adopting recommendation conference or other forms.
Article 17 （Feedback of Information）
After the release of listed information on property rights transactions, the property rights trading market shall timely sort out the information on the feedback intentions to be a transferor or transferee and do well in registering the applications to be a transferor or transferee.
Article 18 （Transfer Price of State-owned Property Rights）
The transfer prices of state-owned property rights shall be determined by taking the evaluation result as the main basis, and making full use of the price discovery mechanism of the property rights trading market, while taking into consideration such comprehensive factors as the state of demand and supply in the property rights trading market, the market price of assets of the same category, placement of workers and staff, and introduction of advanced technologies.
SSAC shall formulate separately the special implementation procedures on the transfer prices of state-owned property rights.
Article 19 （Transfer Modes）
Transactions of property rights may adopt transfer by agreement, auction, invitation for bids, bidding for price and other modes as may be provided by state laws and regulations.
After release of listed information on property rights transactions, where there is only one person with the intention to be the transferee, the mode of transfer by agreement may be adopted; where there are more than two persons with the intention to be transferees, the transferor may determine the transferee and transfer price, through consultation with the property rights trading market, by adopting the form of auction, invitation for bids or bidding for price, depending on the specific conditions of the subject-matter of property rights transaction.
Article 20 （Conclusion of Contract and Contents）
The transferor and the transferee, after arriving at the intention to make a deal, shall enter into a contract of property rights transaction, which shall be signed and sealed. The contract of property rights transaction shall cover the following main contents:
（1） Name and domicile of the transferor and the transferee;
（2） Transfer subject matter;
（3） Mode to conclude the transaction;
（4） Transfer cost and time, and mode of payment;
（5） Schemes for handling creditors rights, and debts involved in the transfer subject matter;
（6） Matters about the delivery of property rights;
（7） Liability for a breach of contract;
（8） Mode of settling disputes over the contract; and
（9） Other matters stipulated by the transferor and the transferee.
The transaction contract of property rights of a state-owned or collective-owned enterprise shall cover schemes for placement of its employees （including retired with merit and retired employees） and other contents in addition to the contract contents set out in the preceding clause.
Article 21 （Evidence for Property Rights Transaction）
The property rights trading market shall verify the trading contract of property rights the transfer of which is conducted in the property rights trading market, and issue evidence for the transaction of property rights which is in compliance with the provision under Article 20 of these Procedures.
Article 22 （Alteration of Title Deed）
The transferor or transferee that carries out the property rights transaction in the property rights trading market shall, by the strength of the evidence for property rights transaction issued by the property rights trading market and the transaction contract of property rights, go through the alteration formalities of relevant title deed or rights certificate with the departments of state assets, industry and commerce, foreign investment, taxation and public security and with other related departments.
All the relevant departments shall, on the basis of the evidence for property rights transaction issued by the property rights trading market and the transaction contract text of property rights, within 15 workdays after receiving the alteration application, make a decision on the alteration of the title deed or the rights certificate.
Article 23 （Charges Explicitly Displayed）
Fee-charging criteria for handling property rights transactions in the property rights trading market shall be published in the property rights trading market.
Article 24 （Suspension and Termination of Property Rights Transaction）
If either of the following cases occurs, a transaction may be suspended after the transferor, transferee or a third party files an application with the property rights trading market:
（1） Disputes over the property rights to be transferred arise, and have not been solved yet; and
（2） The activity of property rights transaction cannot be carried out according to the stipulated time period and procedure due to force majeure.
If the conditions under item （1） or （2） of the preceding clause occur so that the transaction contract of property rights cannot continue to be performed, the transaction shall be terminated.
Article 25 （Reporting）
The property rights trading market shall, on a regular basis, report matters about property rights transactions to SSAC and SPAO. When discovering any abnormal matter about state-owned property rights during the property rights transaction, it shall promptly report to SSAC; and in the event of major matters about property rights transaction, it shall timely report to SPAO.
Article 26 （Prohibitions）
Property rights with unclear ownership or disputes over ownership shall not be traded in the property rights trading market.
The property rights trading market shall not carry out intermediary activity of property rights directly or in disguised form.
A member shall not accept the concurrent commission from both the transferor and the transferee in the same transaction of property rights, or conduct property rights transactions by means of threat, fraud, bribery and malicious collusion.
Chapter IV Dispute Settlement and Legal Liability
Article 27 （Settlement of Disputes）
Where disputes between both parties arise during the process of a property rights transaction, they may apply for mediation to the property rights trading market or SPAO; they may also apply for arbitration or bring a lawsuit before the peoples court as stipulated in the contract.
Article 28 （Handling of Regulation-breaking Issuance of Evidence for Property Rights Transaction）
As for regulation-breaking transaction of property rights in the property rights trading market, SPAO may, after the case has been placed on file for investigation and verified, order the property rights trading market to cancel the evidence for property rights transaction issued in contravention of rules.
As for the invalidity of property rights transaction and for losses caused by cancellation of the evidence for property rights transaction, the property rights trading market, transferor, transferee, or member that contravenes the rules shall bear corresponding liability for compensation.
Article 29 （Handling of Regulation-breaking Conduct of Transaction of State-owned and Collective-owned Property Rights）
As for transaction of state-owned or collective-owned property rights conducted outside the property rights trading market, SSAC shall, according to law, investigate and prosecute the relevant responsible persons for liability.
Article 30 （Investigating Responsibility and Handling）
Where the property rights trading market and its staff contravene these Procedures and relevant regulations, SPAO shall order them to correct; in the event of a serious case which causes losses of state or collective assets or economic losses of the client, the wrongdoer shall bear civil liability according to relevant laws and regulations, and, in addition, SSAC and other relevant departments shall investigate the relevant responsible persons for liability according to law; and if the wrongful act constitutes a crime, the wrongdoer shall be prosecuted for criminal liability as provided by law.
Chapter V Supplementary Provisions
Article 31 （Purchase or Merger by Foreign Investment）
Foreign investors, when purchasing or merging property rights in the property rights trading market, shall comply with the requirements set forth in the Foreign Investment Industrial Guidance Catalogue published by the State, and shall complete the formalities as provided by laws, rules and regulations.
Article 32 （Trusteeship and Assignment of Equity Rights）
State equity rights in a non-listed limited company, when transferred, shall, with the consent of the funds provider of state assets, be trusted to the property rights trading market.
This Municipalitys state-owned enterprise, when acting as a transferee of equity rights of a non-listed limited company, shall carry out the transaction in the property rights trading market according to the procedure of property rights transaction provided in these Procedures.
Article 33 （Effective Date）
These Procedures shall become effective on November 25, 2004. The "Procedures of Shanghai Municipality on the Administration of Transaction of Property Rights" promulgated on December 22, 1998 by the Municipal Peoples Government shall be repealed on the same date.
Octorber 25，2004