How to write a sample agreement for company transfer

How to write the content of the agreement on company transfer? Let’s find out together below.

Contents of the company transfer agreement: 1. Basic information of the transferor and transferee; 2. Reason for transfer; 3. Transfer content; 4. Transfer price and payment method; 5. Asset handover details and scope ; 6. Credits and debts and employee placement; 7. Tax situation; 8. Rights, obligations and liability for breach of contract; 10. Dispute resolution methods; 11. Signatures and dates of both parties.

Company transfer agreement sample 1

Transferor (hereinafter referred to as Party A):

Residence:

Legal representative:

Transferor shareholder representative:

1. Name:, Gender:, ID number:

Transferee 1 (hereinafter referred to as Party B 1):

Name:, Gender:, ID number:

Residence:

Transferee 2 (hereinafter referred to as Party B 2):

Name:, Gender:, ID number:

Residence:

Transferee 1 and Transferee 2 are hereinafter collectively referred to as Party B.

In the event that Party A wants to transfer all the equity of its investment and operation ___ (hereinafter referred to as the company) as a whole, and Party B intends to acquire it, both parties now agree in accordance with the Contract Law of the People's Republic of China ", "Company Law of the People's Republic of China" and other relevant laws and regulations, regarding Party A's overall transfer of all the company's equity, both parties have signed this equity transfer after full consultation on the basis of equality, voluntariness and fairness. The contract shall be signed in order to guarantee and abide by it.

Article 1 Equity Structure

1-1 The company was originally a limited liability company established by Party A: Xie Huakui alone. The legal representative is Xie Huakui, and the registered capital is RMB 100,000. Business scope:. The composition of the company’s original shareholders, their respective capital contributions and capital contribution ratios are shown in Appendix 1.

1-2 After the company’s equity is transferred, Party A will register the company change in accordance with the law. After the company's registration change, the legal representative is Chen Jianjun, and the registered capital is RMB 500,000. Please see Appendix 2 for the company’s changed shareholder composition, respective capital contributions, and capital contribution ratios.

Article 2 Form of Equity Acquisition

Party A voluntarily transfers all its investment in the company to Party B. After Party B transfers Party A's equity in its entirety, Party B will have absolute control. The company determines the specific transferee, and the specific transferee shall be subject to the company's industrial and commercial files after the change.

Article 3 The price for the overall transfer of the company’s equity

is RMB 158,000.

Article 4 Price Payment Method

The equity transfer price shall be paid by Party B to Party A in installments, but Party B shall pay a deposit of RMB 20,000 to Party A on the day this contract is signed (can be The last period will be used as the equity transfer price), and the entire equity transfer price will be paid by Party B until the first month from the date when the company change registration is completed. The account designated by Party A is, account name:, account opening bank: Bank of China branch, account number.

Article 5 Asset Handover

5-1 After this contract takes effect, both parties shall make the delivery within three working days in accordance with the company's "Asset Details" confirmed by both parties. The work will be completed within one working day after this contract takes effect. During this period, Party A and Party B jointly guarantee the safety and integrity of the property transferred. During the delivery process, both parties should provide convenience for each other's work.

5-2 After the delivery work is completed, Party A and Party B shall sign the "Asset Handover List", and based on the principle of good faith, Party A shall reasonably notify, keep confidential, explain, and Assistance and other obligations. The company's "Asset Detailed List" and "Asset Handover List" are attachment 3 to this contract.

5-3 Party A shall sign the relevant change registration procedures for Party B in accordance with relevant national regulations, and come forward to handle company change registration for Party B. However, the administrative fees required for this company change registration shall be borne by Party B. burden. Party B shall provide Party A with all the procedures required for company change registration within five days after this contract takes effect. Otherwise, Party A will no longer directly handle company change registration for Party B, and Party B shall Start paying the transfer price.

Article 6 Equity Transfer Asset Scope

6-1 The true, accurate and complete company asset statement formed by Party A and Party B during the handover work and the asset handover identified by both parties The assets in the list serve as the asset transfer scope of this equity transfer contract.

6-2 Party A guarantees that before the equity transfer, all assets such as factories, land, machinery and equipment owned by the company within the factory area are not mortgaged or guaranteed; it guarantees that all the assets of the company transferred to Party B are net assets.

Article 7 Credits, Debts and Employee Placement

7-1 Before the effective date of this contract, all debts, taxes and fees incurred by Party A personally and during the period of operating and managing the company shall be shall be borne by Party A, and all claims arising therefrom shall belong to Party A.

7-2 Party A guarantees that all the original employees of the company before the equity transfer will be resettled before this contract takes effect, and the necessary expenses will be borne by Party A.

7-3 After the effective date of this contract, all claims and debts arising from Party B's operation and management of the company shall be enjoyed and borne by Party B.

Article 8 Rights Delivery

On the effective date of this equity transfer contract, all rights enjoyed by Party A in accordance with the provisions of the "Company Law" and the company's articles of association are officially transferred to Party B. Party B and The transferee decided by it officially enjoys all the rights of shareholders stipulated in the "Company Law" and the company's articles of association to the company in accordance with the law.

Article 9 Tax Burden

Party B shall bear the taxes payable due to the signing and performance of this contract.

Article 10 Liability for breach of contract

10-1 Both Party A and Party B shall abide by the provisions of this contract and perform their respective obligations. If either party terminates the contract for reasons other than statutory reasons, it must notify the other party 10 days in advance. After consensus, all parties sign a contract suspension agreement, stipulating the period of suspension of the contract and compensation for losses caused by the suspension of the contract.

10-2 Party B shall pay the equity transfer price to Party A strictly in accordance with the time stipulated in the contract. Otherwise, for each day of delay, Party B shall pay the total price of delayed payment to Party A at 4 times the commercial bank loan interest rate for the same period. Party shall pay liquidated damages for late payment.

10-3 If Party B fails to pay off its current payment due 30 days after the specified time, Party B must return all the property it acquired under this contract if Party A requests to terminate this contract. Party A shall bear the cost of re-processing all procedures. The amount paid by Party B will be refunded by Party A to Party B after deducting the economic losses caused to Party A due to breach of contract and the liquidated damages agreed in this contract; if the payment is insufficient, the economic losses caused to Party A and the liquidated damages agreed in this contract will be paid. , Party A reserves the right to continue to pursue claims.

10-4 Before Party B has paid off the full price of this contract, it shall not mortgage or transfer the transferred equity and assets without the consent of Party A. Otherwise, it shall be regarded as a breach of contract and the transfer price shall be calculated according to this contract. 10% will be paid to Party A as liquidated damages.

10-5 Party A shall hand over the company's assets as a whole in a timely manner in accordance with the provisions of the contract, and ensure that the ownership of the transferred company assets is flawless, and that the asset details verified by both parties are transferred without omission; otherwise, Party A shall compensate Party B for the loss. For all economic losses (including direct losses and indirect losses), liquidated damages shall be paid to Party B at the rate of 10% of the transfer price of this contract.

10-6 Party A shall ensure that its "guarantee and commitment clauses" in this contract and the attachments to this contract provided are true and legal; otherwise, Party A shall compensate Party B for all economic losses (including direct losses and indirect losses), and liquidated damages shall be paid to Party B at 10% of the transfer price of this contract.

10-7 If Party A and Party B fail to complete the property rights delivery within the prescribed time limit, if it is due to reasons other than force majeure, the defaulting party shall bear the liability for breach of contract and pay liquidated damages to the other party at the rate of 10% of the transfer price of this contract. , if the liquidated damages are insufficient to compensate the other party’s losses, the defaulting party shall continue to pay.

10-8 If Party A and Party B damage the legitimate rights and interests of the other party due to their respective debt issues, the breaching party shall compensate the non-breaching party for all losses (including direct losses and indirect losses), and transfer the contract in accordance with this contract 10% of the price will be paid to the non-defaulting party as liquidated damages.

Article 11 Handling of Contract Disputes

If a performance dispute occurs under this contract, it should be resolved through negotiation as much as possible; if negotiation fails, all parties agree to file a lawsuit in the People's Court at the place where this contract is signed.

Article 12 Special Agreement

12-1 The time concept "day" used in this contract is a calendar day unless it is specified as a working day.

12-2 Before Party B formally takes over the company, Party A should report to the county government and relevant functional departments to convene a county magistrate's office meeting on issues such as the company's resumption of work after the equity transfer and relations with surrounding villagers, so that the company can Production can be resumed after Party B officially takes over.

12-3 This contract will officially take effect on the date of signing the contract.

12-4 If there are any matters not covered in this contract, Party A and Party B shall negotiate and reach a supplementary agreement as an attachment to this contract. The attachments to this contract have the same legal effect as this contract.

Article 13 Attachment

The following attachments are necessary components of this contract:

1. The composition of the company’s original shareholders, their respective capital contributions and capital contribution proportion table;

2. The company’s current shareholder composition, respective capital contributions, and capital contribution ratio table;

3. The company’s asset details and asset handover list;

4. The company Equity transfer resolution of the general meeting of shareholders;

5. Tax registration certificate, land use certificate, house ownership certificate;

6. Temporary restoration of production license, corporate business license;

7. Organization code certificate of the People's Republic of China;

8. Contracts, documents and other information about the company before the signing of this contract.

Article 14 Supplementary Provisions

14-1 This contract shall be binding on both parties after being signed by both parties.

14-2 This contract is made in eight copies, with each party holding four copies.

Signature of Party A and Party B:

Transferor (Party A):

Signature of legal representative:

Signature of shareholder:

Transferee (Party B):

Contract signing place:

Contract signing time

Company transfer agreement sample 2

Party A (transferor):

ID number:

Party B (transferee):

ID number:

Party A and Party B, regarding the transfer of ___ Co., Ltd., in accordance with the provisions of the "Contract Law of the People's Republic of China", the "Company Law of the People's Republic of China" and other laws, regulations and policies, Based on the principles of equality, mutual benefit and friendly consultation, both parties signed this agreement so that both parties can abide by it and implement it.

1. Basic information of the transferred company:

The name of the transferred company is ___ Co., Ltd.

Date of establishment:

Registered capital Ten thousand yuan (% of intangible assets)

Legal representative:

Nationality:

Business period:

Company registration location:

The assessed value is 10,000 yuan, which does not involve land, employees, bank claims, and no place of residence;

Business scope:

The company has a DM number:; The term is : Three years, expires in the year and month, and you can exchange for a new DM number directly at that time.

II. Place of Signing of the Agreement

The place of signing of this Agreement is: Kunming, Yunnan

III. Subject of Transfer and Price

(1) The transfer price determined by Party A and Party B is RMB 30,000 (￥30,000.00)

(2) Party A guarantees that it has complete independent rights and interests in the equity transferred to Party B, and does not set up any pledge. Involved in any disputes and litigation. If any dispute or litigation occurs, Party A must be solely responsible for it.

IV. Payment of transfer money

(1) Deposit: ______, within 3 days after this agreement takes effect;

(2) Down payment: ____________, this Within 1 month after the agreement takes effect;

(3) Final payment: ___________, and within 3 days after all shares are transferred after half a year;

(4) Deposit return: 3 days after Party B pays the final payment Within days.

(5) The transfer payment paid by Party B shall be deposited into the account designated by Party A.

5. Rights and obligations of both parties

(1) Party A’s business license, industrial and commercial license, tax registration certificate, etc. shall belong to Party B from the date of signing of the contract. Party A shall provide true and valid The certificate (including a copy of the ID card of the original discount certificate holder and the valid contract signed by Party A and him) absolutely guarantees Party B's legal person status.

Party A submits a basic deposit account cancellation list to Party B. If there is a general deposit account, all general accounts must be canceled;

Party A delivers to Party B the national tax of ______ Co., Ltd. , local tax user name and password; if filing tax with an IC card, deliver the tax reporting IC card;

(2) Party A delivers to Party B all financial and tax returns from the date of registration of ___ Cultural Communication Co., Ltd. and the most recent (Monthly report, quarterly report, annual report), accounting voucher account book (all original vouchers). If Party A's financial statements or accounting vouchers cannot be delivered to Party B in full, all resulting economic losses and legal liabilities shall be borne by Party A.

(3). Deliver all changed _____ limited company certificates, capital verification reports, company articles of association, etc. to Party B. All information after changes must comply with relevant national regulations, otherwise Party B will not bear any liability arising therefrom.

(4) After the transfer procedures are completed, Party B will have 100% of the shares of ______ Co., Ltd. and the right to own and use the DM number, and enjoy the corresponding rights and interests;

(5) Before the completion of this transfer, both Party A and Party B shall keep the transfer and all content involved confidential.

(6) Party B shall pay the equity transfer price on time in accordance with the provisions of this agreement.

(7) Party A assists Party B in handling legal procedures such as annual inspection, approval documents, and change registration.

(8) Party A shall deliver all equity, customer and technical files, business information, etc. it owns in ______ Co., Ltd. to Party B from the date of signing this agreement.

(9) Party A will provide Party B with support after taking over, including getting familiar with customers, products, and mastering the company's operations.

(10) From the date of completion of the equity change registration procedures, Party A no longer enjoys any rights in the company.

(11) Party A promises to assume strict confidentiality obligations for any proprietary information of the company (including but not limited to financial status, customer resources, business channels, etc.) obtained during its period as a shareholder of the company, and will not use it in any way. Provided to any third party for possession or use in any way, nor will it be used for self-operated business.

(12) From the time all data changes are completed and handed over to Party B, any economic disputes or legal liabilities and other related issues before the handover have nothing to do with Party B and will all be borne by Party A.

(13) Since the change and handover of ___ Cultural Communication Co., Ltd., Party A has the obligation to assist Party B in the aspects that Party B needs to cooperate with Party A in the company's operation process due to omissions in the "Entrusted Acquisition Agreement" Party B solves the problem.

6. Fees and taxes

As agreed by Party A and Party B, the fees and taxes involved in this transfer shall be handled as follows: Party A shall bear them

7. For matters not covered in this agreement, both parties may supplement the provisions, and the supplementary agreement shall have the same effect as this agreement.

8. The contract comes into effect

(1) This supplementary agreement has 3 pages, in duplicate, with Party A and Party B each holding one copy;

(2) This agreement shall take effect from the date of signature and seal by the authorized representatives of both parties;

(3) Method of resolving contract disputes: Disputes arising during the execution of this agreement shall be resolved through negotiation between the parties. Disputes that cannot be resolved through negotiation shall be adjudicated by the People's Court where Party B is located.

9. Liability for breach of contract

(1) If this contract cannot be performed or Party B fails to perform the contract stipulations due to Party B’s reasons, it has no right to request the return of the deposit; if it is due to Party A’s reasons If this contract cannot be performed or Party A fails to perform the stipulations of the contract, it shall pay Party B a compensation equivalent to the deposit paid by Party B;

(2) Party B fails to pay the company's price under this contract on time, or Party A fails to If the company delivers this contract on time, it shall pay liquidated damages to the other party at the rate of 10% of the overdue amount for each overdue day.

(3) When one party's breach of contract causes direct economic losses to the other party, and the amount of liquidated damages paid by the breaching party is insufficient to compensate the other party's economic losses, the breaching party shall pay the balance of the losses suffered by the other party.

10. Change and termination of the contract

The contract can be changed or terminated when one of the following circumstances occurs;

1. Due to changes in circumstances, both parties Consensus has been reached through consultation, and an agreement for modification or termination has been entered into, and the interests of the state and the public will not be harmed thereby.

2. The terms of this contract cannot be performed due to force majeure.

3. Because one party fails to perform the contract for any reason within the time limit stipulated in the contract, the other party agrees. This contract needs to be modified or terminated, and both parties A and B must sign a modification or termination agreement.

Party A: Party B: Correspondence address: Correspondence address: Signature of representative: Signature of representative:

Tel: Telephone:

Sample letter of agreement for company transfer 3

1. The parties to the contract

The transferor (hereinafter referred to as Party A):

The transferee (hereinafter referred to as Party B):

According to the relevant provisions of the "Contract Law", after friendly negotiation between Party A and Party B, the following contract is drawn up:

2. Basic information of the transferred company

This transfer means that Party A will own, The company has a book value of _____ million yuan, an appraised value of ____ yuan, involves land of ____ square meters, involves the placement of _____ employees, and involves bank debt of ______ yuan. The transfer of the company has been agreed.

3. Placement of employees

The placement of employees involved in the transfer of the company under this contract shall be handled as follows upon agreement and approval by Party A and Party B:

4. Handling of claims and debts

As agreed by Party A and Party B, the handling shall be as follows:

5. How to use land use rights

This document The nature of the land where the contract company is located is, as agreed by Party A and Party B, shall be handled as follows:

6. Company transfer and price payment

The transfer price is RMB (in capital letters) Yuan, as agreed by both parties, Party B will pay the contract price (① once, ② in installments) through the designated _________ account number.

If installment payment is adopted, Party B will pay in ______ times as a guaranteed condition, and the payment shall be paid in _____ respectively.

7. Property Rights Delivery

After Party B pays the contract price or down payment through the designated account of the Property Rights Trading Center, Party A will submit the prepared "Property Rights Transfer Delivery Form" to Party B. Party B will check and accept this list item by item. After the verification and acceptance are completed, Party A and B and their handling personnel will stamp and sign on the list and the delivery will be deemed completed.

8. Tax Burden

As agreed by Party A and Party B, the taxes involved in this transfer will be handled as follows:

9. Dispute Resolution

During the performance of this contract, if a dispute arises between Party A and Party B and the negotiation fails, the parties may apply for mediation to the property rights exchange agency, or they may choose according to the contract (① to _______ in accordance with the law Apply for arbitration to the local arbitration institution, ② sue to the people's court where _____ is located in accordance with the law).

10. Liability for breach of contract

1. Party B shall pay a deposit of RMB (in capital letters) ____ yuan through the Property Rights Trading Center when registering for the transfer. When the contract is fulfilled, the deposit paid by Party B will be returned to Party B or used as payment. When Party B fails to perform the stipulations of the contract, it has no right to request the return of the deposit; if Party A fails to perform the stipulations of the contract, it shall pay Party B a compensation equivalent to the amount of the deposit delivered by Party B; if Party A and B request to terminate the contract, the deposit shall be deducted from the corresponding transactions of Party B The fee will be returned to Party B.

2. If Party B fails to pay the price of this contract company on time, or Party A fails to deliver this contract company on time, Party B shall pay liquidated damages to the other party at the rate of _____% of the overdue amount for each overdue day. .

3. When one party's breach of contract causes direct economic losses to the other party, and the amount of liquidated damages paid by the breaching party is insufficient to compensate the other party's economic losses, the breaching party shall pay the balance of the losses suffered by the other party.

11. Change and termination of contract

When one of the following circumstances occurs, the contract can be changed or terminated.

1. Due to changes in circumstances, both parties reach an agreement and enter into a modification or termination agreement, and the interests of the state and society will not be harmed.

2. The terms of this contract cannot be performed due to force majeure.

3. Because one party fails to perform the contract for any reason within the time limit stipulated in the contract, the other party agrees.

This contract needs to be changed or terminated. Party A and Party B must sign a change or termination agreement and report it to the property rights exchange agency for filing before it takes effect.

12. Change of Warrants

After the completion of delivery, Party A and Party B shall be responsible for ______ to complete the change of warrants within _____ days.

13. Other terms agreed by both parties:___________

14. Effectiveness of the contract

This contract will take effect after it is signed and sealed by Party A and Party B. , the property rights trading center will issue a property rights transaction confirmation based on the transaction contract and the "Property Rights Transfer Delivery Order".

15. Others

This contract contains page ***_____ and attachments (page ***_). One _____ copy, Party A and B and the entrusted members each hold __ copies; the property rights trading institution shall keep a copy.

Party A: (Seal) Party B: (Seal)

Legal Representative: (Signature) Legal Representative: (Signature)

Signature Place :

Signing time: ____year____month____day

Sample letter of agreement for company transfer 4

1. The parties to the contract:

Transferor (hereinafter referred to as Party A):

Transferee (hereinafter referred to as Party B):

According to the relevant provisions of the "Contract Law", after the agreement between Party A and Party B, After friendly negotiation, the following contract was drafted:

2. Basic information of the transferred company:

This transfer means that Party A will own _____, and the company has a book value of _____ million yuan , with an estimated value of _____ yuan, involving the resettlement of ______ employees, and involving bank claims of _______ yuan. The transfer of the company has been agreed.

3. Placement of employees

The placement of employees involved in the transfer of the company under this contract shall be handled as follows upon agreement and approval by Party A and Party B:

1. The personnel of the transferred company shall be placed by Party A on its own and has nothing to do with Party B.

2. Party A shall be responsible for all illegal acts committed by the personnel of the transferred company outside the company and shall have nothing to do with Party B.

IV. Handling of Claims and Debts

1. All claims and debts left over by Party A due to the transfer of the company shall be borne by Party A and have nothing to do with Party B.

V. Company transfer and price payment

The transfer price is RMB (uppercase) yuan. The two parties agreed that within the day, Party B (① once, ② installment) will transfer the contract through the designated account number. The price is paid in full.

If installment payment is adopted, Party B shall consider it as a guaranteed condition and pay in installments within days.

6. Property Rights Delivery

After Party B pays the contract price or down payment through the designated account of the Property Rights Trading Center, Party A will submit the prepared "Property Rights Transfer Delivery Form" to Party B. Party B shall check and accept the items item by item based on this list. After the verification and acceptance are completed, Party A and B and their handling personnel shall stamp and sign on the list and the delivery shall be deemed to be completed.

7. Tax Burden

As agreed by Party A and Party B, the taxes involved in this transfer will be handled as follows:

8. Dispute Resolution

During the performance of this contract, if a dispute arises between Party A and Party B and the negotiation fails, the parties may apply to the property rights exchange institution for mediation, or they may choose according to the contract (① submit to the local arbitration institution in accordance with the law) Apply for arbitration; ② sue to the local people’s court in accordance with the law).

9. Liability for breach of contract

1. Party B shall pay a deposit of RMB (in capital letters) through the Property Rights Trading Center when registering for the transfer. After the contract is fulfilled, the deposit paid by Party B will be returned to Party B or used as payment. When Party B fails to perform the stipulations of the contract, it has no right to request the return of the deposit; if Party A fails to perform the stipulations of the contract, it shall pay Party B a compensation equivalent to the amount of the deposit delivered by Party B; if Party A and B request to terminate the contract, the deposit shall be deducted from the corresponding transactions of Party B The fee will be returned to Party B.

2. If Party B fails to pay the price of this contract company on time, or Party A fails to deliver this contract company on time, it shall pay liquidated damages to the other party based on % of the overdue amount for each overdue day.

10. Modification and termination of the contract

The contract can be modified or terminated when one of the following circumstances occurs:

1. Due to changes in circumstances, both parties Consensus reached through consultation and an agreement to change or terminate the agreement has been entered into, and the interests of the state and the public will not be harmed thereby.

2. The terms of this contract cannot be performed due to force majeure.

3. Because one party fails to perform the contract for any reason within the time limit stipulated in the contract, the other party agrees. This contract needs to be modified or terminated. Party A and Party B must sign a modification or termination agreement and report it to the property rights trading institution for filing before it takes effect.

11. Change of Warrants

After the completion of the delivery, Party A and Party B will be responsible for _____ to complete the change of warrants within _____ days.

12. Other terms agreed by both parties:

13. Effectiveness of the contract

This contract will take effect after it is signed and sealed by Party A and Party B. The property rights trading center will issue a property rights transaction confirmation based on the transaction contract and the "Property Rights Transfer Delivery Order".

14. Others

1. Page ***_____ of this contract and attachment _____ (page ***). One copy of _____, Party A and Party B and the entrusted member each hold a copy, and the property rights trading institution keeps a copy.

Legal representative of Party A: (signature) Legal representative of Party B: (signature)

Place of signing:

Year, month and day

Sample Agreement for Company Transfer 5

This Equity Transfer Agreement (hereinafter referred to as "this Agreement") is entered into by the following parties on the year, month and day:

Transferor: (hereinafter referred to as "this Agreement") Party A)

Transferee: (hereinafter referred to as Party B)

The above companies are referred to individually as "one party" and collectively as "both parties".

Whereas, a limited company (hereinafter referred to as the target company) was established with investment from the transferor on the day of year, month, with a registered capital of RMB 10,000 and an operating period of years.

Whereas, the transferor intends to transfer 100% of the equity it owns in the target company (hereinafter referred to as the target equity) to the transferee in accordance with the terms and conditions stipulated in this agreement, and the transferee is willing to follow the same Conditional transfer of target equity. Therefore, the two parties agree as follows:

Article 1 Commitments of both parties A and B

1. Target company: The original company legal person promises that the claims and debts before the transfer have nothing to do with the transferee. If The creditor's rights and debts before the transfer of the target company and any liability issues that arise must be borne by the person himself.

2. Transferee: The rights and debts of the transferee have nothing to do with the target company before the transfer.

Article 2 Transfer of Target Equity

1. The transferor agrees to transfer the target equity to the transferee in accordance with the terms and conditions of this agreement, and the transferee agrees to transfer the target equity in accordance with the terms and conditions of this agreement. Terms and Conditions Transfer of Target Equity.

2. As a consideration for acquiring the target equity, the transferee will pay the transferor a RMB price (hereinafter referred to as the transfer price).

Article 3 Payment Arrangement

1. In order to ensure the smooth performance of this agreement, within a few days after this agreement is signed by both parties, the original company legal person will prepare all the documents and complete the company's annual inspection procedures. After the annual inspection is normal and the legal person changes to the transferee, and the transaction is successful, the transferee will pay the original legal person a one-time payment in RMB (hereinafter referred to as the transfer price).

2. If due to the transferor's reasons, this agreement cannot be approved by the approval authority within days after signing or the original legal person is unable to cooperate with the transferee in the company's inspection procedures and all matters that must be handed over, this agreement will To void the agreement, no transfer payment is required.

Subject to the provisions of Article 3., starting from the effective date, the transferee shall enjoy corresponding rights and assume corresponding obligations in accordance with the joint venture contract and articles of association of the target company approved by the approval authority.

Article 4 Fees

1. The transferee will be responsible for the relevant annual inspection fees and handling fees incurred according to this agreement (the target company).

2. The registration fees related to the transfer of target equity shall be borne by the transferee.

Article 5 Effectiveness

This Agreement will be submitted to the approval authority for approval and will take effect from the date of approval by the approval authority (the "Effectiveness Date").

Article 6 Applicable Law

The establishment, effectiveness and interpretation of this agreement shall be governed by the laws of the People's Republic of China.

Article 7 Dispute Resolution

1. All disputes related to this agreement shall be submitted to the arbitration committee and arbitrated in accordance with the arbitration rules in effect at that time. The arbitration award is final and binding on both parties.