ID number:
Transferee (hereinafter referred to as Party B):
ID number:
Whereas Party A wants to transfer all the shares of the company invested by it to Party B, Party A and Party B sign this equity transfer agreement on the basis of equality, voluntariness and fairness in accordance with the Contract Law of People's Republic of China (PRC), the Company Law of People's Republic of China (PRC) and other relevant laws and regulations.
I. Transfer Contents
1. The company was originally established with the sole contribution of Party A. ..
2. Party A changes and hands over the name, legal representative, authority, business license, articles of association and other relevant documents, materials and certificates of the limited company to Party B. After receiving the equity and assets of the above-mentioned company, Party B shall enjoy 65,438+000% equity of the limited company and the corresponding shareholder rights according to law. After the transfer formalities are completed, Party B enjoys the ownership and management right of the limited liability company.
Second, the transfer price and payment method
1. Party A voluntarily transfers all the shares of the company to Party B. After Party B receives all the shares of Party A, Party B will have absolute control over the company. The specific transferee shall be subject to the changed company's industrial and commercial archives.
2. Both parties agree that the total transfer price of the company is RMB (in words). The transfer price includes all the shares of Party A in the company, the company's fixed assets, the US delegation, the paid promotion mobile phone number, the student information and the company's hardware facilities.
3. Party A and Party B agree on the following terms of payment:
(1) Since the date of signing the contract, Party B shall pay Party A RMB 654.38 million;
(2) Party A shall pay the balance of10,000.00 Yuan to Party A within 3 days (subject to the documents of the Administration for Industry and Commerce or the new business license) after completing the procedures for the change and transfer of the company's equity and changing the company's shareholders and legal representatives into Party B or the corresponding assignee designated by Party B..
The above transfer price shall be remitted by Party B to the bank account designated by Party A. ..
Account name:
Bank of deposit:
Account number:
Three. Details and scope of asset transfer
1. After this contract comes into effect, Party A and Party B shall deliver the goods according to the list of assets confirmed by both parties within working days, and complete the delivery within working days after this contract comes into effect. During this period, Party A and Party B agree to guarantee the safety and integrity of the transferred property. In the process of delivery, both parties shall provide convenience for each other's work.
2. After the delivery is completed, Party A and Party B shall sign the asset handover list, and Party A shall timely fulfill the obligation of notification, confidentiality, explanation and assistance for all matters involving the original company according to the principle of honesty and credit, otherwise it shall compensate all losses caused to Party B.. ..
3. Party A shall go through the relevant change registration procedures with Party B in accordance with relevant national regulations, and actively assist Party B to go through the company change registration. All expenses required for this company change registration shall be borne by Party A and Party B respectively according to law.
4. The true, accurate and complete balance sheet of the company formed by Party A and Party B during the handover process and the assets and equity in the Assets Handover List recognized by both parties shall be taken as the asset transfer scope of this equity transfer contract.
Four. Creditor's rights and debts and employee placement, etc.
1. Before the transfer of the company's equity, all debts and taxes arising from Party A's personal and company management shall be borne by Party A itself, and all creditor's rights arising therefrom shall be enjoyed by Party A.. ..
2. Party A guarantees all assets and equity of the company. The company's equity was not mortgaged or guaranteed before the transfer, and all the company's assets transferred to Party B have no disputes with any third party on creditor's rights and debts. If others bring a lawsuit, arbitration or take other measures to claim any rights against Party A, the company or Party B due to Party A's reasons, Party A will voluntarily compensate Party B for the losses caused thereby (subject to the actual losses).
3. Before the transfer of the company's equity, Party A guarantees that all the original employees of the company will be resettled before this contract comes into effect, and the required expenses will be borne by Party A. Party A does not owe the original employees wages, insurance and other benefits, and there is no dispute over creditor's rights and debts. Where the employee placement dispute caused by Party A causes losses to Party B (subject to the actual losses).
Verb (abbreviation for verb) tax burden
Party A and Party B voluntarily bear the taxes and fees that should be paid by them due to the signing and performance of this Agreement. Party B agrees to cooperate with Party A to sign the equity transfer agreement, and unconditionally agrees to the amount agreed by Party A. If Party B refuses to cooperate, all taxes and fees arising therefrom shall be borne by Party B. ..
Delivery of intransitive verb rights
After this contract comes into effect and goes through the formalities of industrial and commercial registration such as the change of all shares of the company, all the rights enjoyed by Party A according to the Company Law and the Articles of Association are officially transferred to Party B, and Party B and its assignee formally enjoy all the shareholder rights stipulated in the Company Law and the Articles of Association, and all the creditor's rights and debts arising from the company's operation and management are enjoyed and borne by Party B. All the debts and taxes arising from the transfer of the company's shares have nothing to do with Party A, and Party A does not bear any joint liability.
Seven. Rights, obligations and responsibilities for breach of contract
1. Both parties shall abide by the provisions of this agreement and perform their respective obligations. If either party suspends the performance of this Agreement without reason, it shall compensate the other party for the losses caused by the suspension of the Contract, and bear all the legal fees, preservation fees, notarization fees, inquiry fees, lawyer's agency fees, transportation fees and photocopying fees incurred by the observant party.
2. Party B shall pay the equity transfer price to Party A in strict accordance with the time stipulated in the contract, otherwise, Party A has the right to terminate the contract unilaterally, and the fees paid by Party B will not be refunded ... If Party A has gone through the formalities for the change and transfer of the company's equity, but Party B fails to pay the equity transfer price to Party A in time according to the contract, Party A has the right to detain the company's relevant materials (including but not limited to the official seal). In addition to the transfer price agreed in this agreement, Party A may require Party B to pay a penalty of RMB 654.38 million.
3. Party A shall transfer the company's assets in a timely manner in accordance with the provisions of this contract, and ensure that the ownership of the transferred company's assets is uncontroversial; Otherwise, Party B has the right to unilaterally terminate the contract, and demand Party A to compensate Party B for the liquidated damages of 654.38 million yuan, and return the money paid by Party B.. ..
4. If this Agreement cannot be performed due to force majeure or other special reasons, Party A and Party B may sign a supplementary agreement to improve it.
Eight. Dispute resolution method
In case of any dispute over the performance of this Agreement, Party A and Party B shall try their best to settle it through negotiation. If negotiation fails, both parties agree to bring a lawsuit to the people's court where the company is registered.
Nine. additional
The following annexes are an integral part of this contract:
1, the composition of existing shareholders of the company, their respective capital contributions and capital contribution ratio;
2. The company's asset list and asset handover list;
3. Resolution of the company's general meeting of shareholders on equity transfer;
4. Tax registration certificate, land use certificate and house ownership certificate;
5. Business license of enterprise legal person;
6. People's Republic of China (PRC) Organization Code Certificate;
7. Contracts, documents and other materials of relevant companies before the signing of this contract.
X. supplementary provisions
This agreement is made in duplicate, one for each party, with the same legal effect, and shall come into effect as of the date of signature or seal by both parties. For matters not covered in this agreement, Party A and Party B shall reach a supplementary agreement through negotiation as an annex to this agreement. In case of any conflict between the annexes to this agreement and this contract, this agreement shall prevail.
Transferor (Party A): Transferee (Party B):
ID number: ID number:
Contract signing place: contract signing time:
Private Company Transfer Agreement 2 Transferor: _ _ _ _ _ _ (hereinafter referred to as Party A) Registered address: _ _ _ _ _ _ _ _ _ _ _ _ Legal representative: _ _ _ _ _ _ _ _
Transferor's shareholders:
1, name: _ _ _ _ _ _, gender: _ _ _ _ _ _, ID number: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
2. Name: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Transferee: _ _ _ _ _ _ _ _ _ (hereinafter referred to as Party B) Legal Representative: _ _ _ _ _ _ Address: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Whereas:
1. Party A is a limited liability company established in accordance with the Company Law of People's Republic of China (PRC) and other relevant laws and regulations on September, 20 _ _ _. The industrial and commercial registration number is _ _ _ _ _, and the registered capital is RMB 2 million only. The natural person shareholder Dong contributed 654,380,400 yuan, and the natural person shareholder Dong Hu contributed 600,000 yuan. Wei Lan, the legal representative, lives at the east side of Taowei Huaipan Highway, Gugou Township, panji district, Huainan City, Anhui Province.
2. Party B is a limited liability company established on July 12, 20 _ _ in accordance with the Company Law of People's Republic of China (PRC) and other relevant laws and regulations. The industrial and commercial registration number is _ _ _ _, the registered capital is RMB 50 million only, the legal representative is Liu Yisheng, and the domicile is the office building of the People's Government of Zhangji Township, Feidong County.
3. Party A owns the equity of Huainan Nanguo Garden Co., Ltd. 100%; As of the date of signing this Agreement, all shareholders of Party A have paid their respective capital contributions in full and on time in accordance with relevant laws, regulations and the Articles of Association, and have all and complete rights of the Company according to law.
4. Party A intends to transfer Party A's company to Party B in the form of equity, and Party B agrees to accept the transfer. In accordance with the Contract Law of People's Republic of China (PRC), the Company Law of People's Republic of China (PRC) and other relevant laws and regulations, both parties have reached the following agreement on the overall assignment and transfer of Party A's company through friendly negotiation on the principle of equality and mutual benefit.
Article 1 the subject matter of transfer
Party A agrees to transfer all the shares of the company held by its shareholders to Party B according to the terms of this agreement; Party B agrees to accept all the shares held by Party A according to the terms of this agreement. After accepting the above shares, Party B shall enjoy 0/00% of the shares of Huainan Nanguo Garden Co., Ltd. and the corresponding shareholder rights according to law.
Article 2 the price and payment method of equity transfer.
Both parties to this agreement unanimously agree that the total transfer price of the equity of Huainan Nanguo Garden Co., Ltd. is RMB 3 million.
Article 3 Transfer of equity and assets
Within 7 days after this agreement comes into effect, Party A shall complete the following procedures and handover:
3. 1 Transfer the management right of Huainan Nanguo Garden Co., Ltd. to Party B (including but not limited to replacing all personnel such as the board of directors, the board of supervisors and the general manager with personnel appointed by Party B);
3.2 Actively assist and cooperate with Party B to modify and sign relevant documents required for the transfer of equity and all assets in accordance with relevant laws, regulations and the Articles of Association, and * * * handle the change registration formalities with the relevant industrial and commercial administrative authorities of the company;
3.3 hand over all the assets owned by the company's factory area, such as workshop, land, machinery and equipment, and various documents and materials, to Party B;
Article 4 Creditor's Rights and Debts and Employee Resettlement
4. 1 Before the effective date of this contract, all debts and taxes incurred by Party A's shareholders and the company in the course of operation and management shall be borne by Party A and its shareholders.
4.2 Before the equity transfer, Party A guarantees that the original employees of the Company will be properly placed before this contract comes into effect, and the expenses incurred shall be borne by Party A.. ..
Article 5 Obligations of Transferor
5. 1 Party A shall cooperate and assist Party B in auditing, financial evaluation and asset transfer of Huainan Nanguo Garden Co., Ltd.
5.2 Party A shall sign and provide all documents related to equity transfer that need to be submitted for approval in time.
5.3 Party A will assist Party B to handle the formalities of examination and approval, filing and industrial and commercial change registration of the company's equity transfer according to the agreement.
Article 6 Obligations of the transferee
6. 1 Party B shall pay all the equity transfer price to Party A in time according to the stipulations in Article 2 of this Agreement.
6.2 Party B will be responsible for urging Huainan Nanguo Garden Co., Ltd. to handle the formalities of examination and approval of equity transfer and industrial and commercial change registration in time according to the agreement.
6.3 Party B shall issue relevant documents that should be signed or issued by Party B in time to complete the equity transfer.
Article 7 representations and warranties
7. 1 The Transferor hereby irrevocably declares and guarantees that.
① Party A voluntarily transfers all shares and assets of Huainan Nanguo Garden Co., Ltd. ..
② All statements, explanations or guarantees, promises made by Party A to Party B, and all materials presented and handed over to Party B are true, legal and effective, and there is no falsehood such as fabrication, forgery, concealment or omission.
(3) Party A has not set any form of guarantee for its equity, and there are no legal defects in any form, and guarantees that Party B will not encounter any form of rights obstacle or face obstacles of similar nature after accepting the equity and all assets.
(4) Party A guarantees that it has made a comprehensive and true disclosure of the background of these shares and the actual situation of Huainan Nanguo Garden Co., Ltd., and has not concealed anything that will have a significant or potential adverse impact on Party B's exercise of shares.
⑤ Party A has all legal rights to conclude and perform this Agreement, and its rights and obligations under this Agreement have not infringed Huainan Nanguo Garden.
There are no legal obstacles or restrictions in the articles of association of a limited liability company.
7.2 The Transferee hereby irrevocably declares and warrants that:
① Party B voluntarily accepts all the shares transferred by Party A. ..
(2) Without violating the Contract Law of People's Republic of China (PRC) and the Company Law of People's Republic of China (PRC), Party B is fully entitled to conclude this Agreement and perform its rights and obligations under this Agreement without any legal obstacles or restrictions.
(3) Party B guarantees that its intention to accept these shares is true and that it has sufficient conditions and ability to perform this Agreement.
Article 8 Liability for breach of contract
8. 1 If Party A violates its representations and warranties in this Agreement or fails to perform its obligations in accordance with this Agreement, thus causing losses to Party B, Party B has the right to demand full compensation from Party A.. Party B has the right to deduct the corresponding compensation amount from the unpaid payment;
8.2 Party A shall bear the responsibilities, fines, compensation or tax burdens incurred by the whole transferring company to any third party or government before it is delivered to Party B according to this Agreement. If Party B suffers losses as a result, Party A shall compensate it;
Article 9 Settlement of disputes
Any dispute related to or caused by this agreement shall be settled through friendly negotiation. If negotiation fails, both parties have the right to bring a lawsuit to the people's court where the agreement is signed.
Article 10 Modification, alteration and supplement of the agreement
Amendments, changes and supplements to this Agreement shall be made in writing after both parties reach an agreement through consultation, and shall come into effect after being formally signed by both parties.
10. 1 The agreement is legally signed by both parties, submitted to their respective boards of directors or shareholders' meetings for approval, and takes effect after being signed and sealed by both parties.
10.2 this agreement is made in triplicate, one for each party and one for the record of the industrial and commercial department.
Party A: _ _ _ _ _ _ _ _ _ _ _ Legal Representative: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Representative of the transferor's shareholders (signature)
1, name: _ _ _ _ _, ID number: _ _ _ _ _ _ _
2. Name: _ _ _ _ _ _, ID number: _ _ _ _ _ _ _
Party B: _ _ _ _ _ _ _ _ _ _ _ Legal representative (authorized representative): _ _ _ _ _ _
Contract signing time: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Contract signing place: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Attachment:
1, the composition of shareholders, their respective capital contributions and capital contribution ratio;
2. The company's asset list and asset handover list;
3. Resolution of the company's general meeting of shareholders on equity transfer;
4. Business license of enterprise legal person, tax registration certificate and People's Republic of China (PRC) organization code certificate;
5. Contracts, documents and other materials related to Huainan Nanguo Garden Co., Ltd. before the signing of this contract.
Transferor of Private Company Transfer Agreement III (hereinafter referred to as Party A): _ _ _ _ _ _ _
Transferee (hereinafter referred to as "B"): _ _ _ _ _ _ _
According to the relevant provisions of the Contract Law, Party A and Party B have reached the following contract through friendly negotiation:
I. Basic information about the transferring company:
This transfer belongs to Party A, and the book value of our company is RMB _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Second, the placement of workers.
The employee placement involved in the transfer of the contract company shall be handled in the following ways after both parties agree and submit for approval:
Three. Handling of creditor's rights and debts
By mutual agreement, it shall be handled as follows:
Fourth, the use of land use rights
By mutual agreement, the nature of the land where the contract company is located is as follows:
Verb (abbreviation for verb) The company transfers and pays the price.
The transfer price is RMB _ _ _ _ _ _ (in words), and Party B shall pay the contract price through the designated account, including the agreement of both parties.
If installment payment is adopted, Party B shall pay by installment on _ _ _ _ _ _ _ _ _ _ _ _ _.
Delivery of property rights of intransitive verbs
After Party B pays the contract price or deposit through the account designated by the Property Rights Exchange Center, Party A will submit the prepared property rights transfer delivery form to Party B for acceptance one by one. After the verification is correct and the acceptance is completed, Party A and Party B and their handlers shall affix their seals on the list, and the signatory shall be deemed to have completed the delivery.
VII. Tax burden
Through negotiation between Party A and Party B, the taxes involved in this transfer shall be handled as follows:
Eight. settlement of dispute
During the performance of this contract, if there is a dispute between Party A and Party B and negotiation fails, the parties may apply to the property rights trading institution for mediation, or both parties may choose according to the contract.
Nine. responsibility for breach of contract
When signing the transferee, Party B shall pay a deposit of RMB _ _ _ _ _ _ _ _ (in words) through the Property Rights Exchange Center.
When the contract is performed, the deposit paid by Party B shall be returned to Party B or as the price. When Party B fails to perform the contract, it has no right to demand the return of the deposit; If Party A fails to perform the contract, it shall pay compensation equivalent to the amount of deposit paid by Party B; Where Party A and Party B request to terminate the contract, the deposit shall be returned to Party B after deducting the corresponding transaction expenses of Party B. ..
2. If Party B fails to pay the contract company price on schedule, or Party A fails to deliver it to the contract company on schedule, Party B shall pay liquidated damages to the other party at _ _ _% of the overdue amount for each day.
3. If one party's breach of contract causes direct economic losses to the other party, and the liquidated damages paid by the breaching party are insufficient to compensate the other party's economic losses, the breaching party shall compensate the other party for the difference.
X. Modification and rescission of the contract
Under any of the following circumstances, the contract may be modified or terminated;
1. Due to the change of circumstances, both parties reach an agreement through consultation, and enter into an agreement for modification or dissolution, which will not harm the interests of the state and society.
2. Due to force majeure, the terms of this contract cannot be fulfilled.
3. If one party fails to perform the contract within the time limit stipulated in the contract for some reason, the other party agrees.
If this contract needs to be modified or dissolved, both parties must sign an agreement on modification or dissolution and report it to the property rights trading institution for the record before it takes effect.
XI。 Warrant change
After the delivery is completed, Party A and Party B shall be responsible for completing the change of the warrants within _ _ _ _ _ _.
Twelve. Other terms agreed by both parties:
____________________。
Thirteen. Entry into force of contract
This contract shall come into effect after being signed and sealed by both parties, and the property right transaction center shall issue a confirmation letter of property right transaction based on the transaction contract and the Property Right Transfer Delivery Form.
Fourteen others
This contract has * * _ _ _ _ _ _ _ _ pages and is made in duplicate, each containing _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Party A, Party B and the entrusted member each hold _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _; Property rights trading institutions shall keep _ _ _ _ _.
Party A: (Seal) _ _ _ _ _ _ _
Party B: (Seal) _ _ _ _ _ _ _
Legal representative: (signature) _ _ _ _ _ _ _
Legal representative: (signature) _ _ _ _ _ _ _
Signing place: _ _ _ _ _ _ _
Signing time: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Private Company Transfer Agreement 4 Party A (Transferor):
Party B (transferee):
In accordance with the Contract Law of People's Republic of China (PRC), the Company Law of People's Republic of China (PRC) and other relevant laws and regulations, Party A and Party B have entered into this Agreement through full consultation on the basis of equality, voluntariness and fairness for mutual compliance.
I. Transfer Contents
Party A is willing to transfer 0/00% equity of the target company/KLOC to Party B, and Party B is willing to accept it.
Second, the transfer price and payment method
1. Party A voluntarily transfers all its shares in the company to Party B. After Party B receives the shares of Party A, Party B will have absolute control over the company.
2. Party A and Party B unanimously agree that the total price of equity transfer of the company is RMB 65,438+0 yuan (in words: one yuan only).
Three. Procedures and expenses of equity transfer
1. All procedures such as equity transfer and change of legal representative shall be handled by Party B, and Party A shall provide corresponding support when necessary.
2. All taxes and other expenses incurred by the company shall be borne by Party A before the completion of the procedures for the change of equity transfer; After the completion of the procedures for the change of equity transfer, all taxes and fees incurred by the company, the registration fee for the change of legal representative, the taxes and fees payable due to equity transfer and any other expenses related to the company shall be borne by Party B. ..
Four. Alteration and dissolution of the agreement
1. Unless otherwise agreed in this agreement, both parties may modify this agreement in the form of a written supplementary agreement. The supplementary agreement has the same legal effect as this agreement. If the contents of the supplementary agreement conflict with this agreement, the supplementary agreement signed later shall prevail.
2. Party B may change or terminate this agreement under any of the following circumstances before going through the registration of the change of the company's equity transfer, and Party A will deduct the corresponding expenses and immediately return the remaining expenses paid by Party B. ..
Verb (abbreviation of verb) liability for breach of contract
Once this agreement comes into effect, both parties must consciously perform it. If either party fails to fully perform its obligations in accordance with the provisions of this agreement, it shall bear corresponding responsibilities in accordance with the law and the provisions of this agreement.
Dispute resolution method of intransitive verbs
Any dispute arising from or related to this Agreement shall be settled through friendly negotiation between Party A and Party B. If negotiation fails, it shall be brought to a people's court with jurisdiction for settlement.
Seven. others
1. This agreement shall come into force as of the date of signature or seal by both parties.
2. This agreement is made in triplicate, one for each party and one for the record of relevant departments and institutions, all of which have the same legal effect.
3. The annexes and supplementary agreements of this contract are an integral part of this contract and have the same legal effect as this contract.
Party A (seal or signature):
Party B (seal or signature):
Private Company Transfer Agreement 5 Transferor: (Party A)
Domicile:
Transferee: (Party B)
Domicile:
This contract was signed by Party A and Party B on the transfer of shares of the Company on.
Based on the principle of equality and mutual benefit, Party A and Party B have reached the following agreement through friendly negotiation:
Article 1 equity transfer price and payment method
1. Party A agrees to transfer RMB 1 10,000, the contribution of RMB * * * holding% of the company's shares, to Party B, and Party B agrees to purchase the above shares at this price and amount.
2. Party B agrees to pay the shares transferred by Party A in cash within fifteen days after the signing of this contract.
Article 2 guarantee
1. Party A guarantees that the shares transferred to Party B are the real capital contribution of Party A in the company, which is the equity legally owned by Party A, and Party A has complete right to dispose of them. Party A guarantees that the transferred shares are not mortgaged, pledged or guaranteed, and are not subject to recourse by any third party. Otherwise, Party A shall bear all responsibilities arising therefrom.
2. After Party A transfers its shares, its original rights and obligations in the company shall be enjoyed and borne by Party B with the transfer of shares.
3. Party B acknowledges the articles of association of Guangdong Co., Ltd. and promises to perform its obligations and responsibilities in accordance with the articles of association.
Article 3 Profit and loss sharing
After the company is approved and registered as a shareholder by the administrative department for industry and commerce, Party B becomes a shareholder of the company and shares the profits and losses of the company according to the proportion of capital contribution and the articles of association.
Article 4 Burden of expenses
Expenses related to share transfer stipulated by the company include: All expenses shall be borne by (both parties).
Article 5 Modification and Termination of the Contract
Under any of the following circumstances, the contract may be modified or terminated, but both parties must sign a written agreement to modify or terminate the contract.
1. The contract cannot be performed due to force majeure or external reasons that one party has no fault but cannot be prevented.
2. One party loses its actual performance ability.
3. Due to the breach of contract by one or both parties, the economic interests of the observant party are seriously affected, which makes the performance of the contract unnecessary.
4. If the situation changes, both parties agree to change or terminate the contract through consultation.
Article 6 Settlement of disputes
1. Disputes related to the validity, performance, breach and dissolution of this contract shall be settled through friendly negotiation.
If negotiation fails, either party may apply for arbitration or bring a lawsuit to the people's court.
Article 7 Conditions and Date of Effective Contract
This contract shall come into effect after being approved by the shareholders' meeting of the company and signed by all parties.
Article 8 This contract is made in quadruplicate, one for each party, one for the administrative department for industry and commerce and one for the company, all of which have the same legal effect.
Party A (signature):
Party B (signature):
Date of signature: 20 _ _ _ _ _ _ _ _
Date of signature: 20 _ _ _ _ _ _ _ _