Personal Equity Transfer Agreement Template (Part 1)

Transferee (Party B):

ID Number:

In view of Party A legally owns _______ equity in _______ Company (hereinafter referred to as the company). Now Party A intends to transfer all its equity in the company, and Party A's request to transfer its equity has been approved by the company's shareholders' meeting.

Given that Party B agrees to transfer Party A’s _______ equity in the company.

Since the company’s shareholders’ meeting also agreed that Party B would transfer Party A’s _______ equity in the company.

1. Equity transfer

1. Party A agrees to transfer part of the equity it holds in the target company, that is, the registered capital of the target company, to Party B, and Party B agrees to accept the transfer.

2. Party A agrees to sell and Party B agrees to purchase the equity, including all incidental interests and rights under the equity, and the above equity does not set up any (including but not limited to) liens, mortgages and Other third party rights or claims.

2. Transfer object, transfer price and payment method

1. Party A agrees to transfer the _______ equity it holds in the company. Transfer it to Party B at a price of RMB _______, and Party B agrees to purchase the equity at this price and conditions.

2. Party B agrees to pay the transfer fee _______ yuan, RMB _______ yuan in installments to A in the form of (note: cash or transfer) within _______ days from the date of signing this agreement. square.

3. Party A’s guarantees and commitments

1. Party A guarantees that the signing and performance of this contract will not be restricted by Party A’s own conditions, nor will it cause any harm to Party A Violation of the company's articles of association, shareholder meeting or board of directors resolutions, judgments, awards, government orders, laws, regulations, and contracts.

2. Party A guarantees that it enjoys complete independent rights and interests in the company’s equity it holds and has legal, effective and complete disposal rights, and that no compulsory measures such as seizure have been taken by any authorized agency. If a third party claims rights against Party A's transfer of equity, Party A is responsible for resolving the issue.

3. Party A guarantees that between the signing of this contract and the completion of the company’s industrial and commercial change procedures, the company’s assets will not be replaced or misappropriated, the nature of the company’s assets will not change significantly, and the company will not engage in business scope related to Unrelated business. Without Party B's permission, no documents may be signed or any payment made in the name of the company.

4. Party A shall bear the civil debts arising from the company’s external loans and guarantees before the handover.

5. Before the handover, the company was not involved in arrears of wages and social security fees for employees, and there was no problem with employee placement.

6. The company did not receive oral or written notice of administrative penalties from relevant government departments such as industry and commerce, land, and taxation before the handover.

7. Party A is jointly and severally responsible for paying off the debts of Party B before the handover.

IV. Party B’s representations and warranties

1. Party B is a legal person established in accordance with the law and existing legally, with independent civil capacity;

2. Party B Party A's transfer of the target company's equity of The ability to pay for the equity transfer;

4. Party B guarantees that it will further promote and support the development of the target company after it becomes a shareholder of the target company.

5. Sharing of the company’s profits and losses (including claims and debts)

After this agreement takes effect, the transferor shall enjoy and share all the claims and debts of the company before the transfer. The transferee shares the company's profits and risks and losses after the transfer.

6. Tax burden

All taxes and fees arising from the performance of this contract shall be shared between Party A and Party B according to their respective responsibilities and obligations. After the equity transfer registration is completed, the transferee shall pay RMB_______ yuan to the transferor at the same time as paying the transfer fee.

7. Relevant shareholders’ rights and obligations

1. From the effective date of this agreement, Party A will no longer enjoy the rights of shareholders of the target company corresponding to the transfer of part of the equity and will no longer perform the Certain shareholder obligations.

2. From the effective date of this agreement, Party B shall enjoy the rights of shareholders of the target company’s shareholding and perform the obligations of shareholders. When necessary, Party A shall assist Party B in exercising shareholder rights and performing shareholder obligations, including signing relevant documents in the name of Party A.

8. Confidentiality

No party shall disclose to the public the other party’s production, operation, investment and any other commercial secrets that it knows during the negotiation, signing and performance of this contract. or any third party to leak, disclose or disseminate such trade secrets; nor use such trade secrets for the benefit of oneself or any other person; unless it is:

　1. Legal requirements;

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2. Public interest requirements;

3. The other party agrees in writing in advance.

9. Dispute Resolution Methods

For any dispute arising out of or related to this Agreement, Party A and Party B shall resolve it through friendly negotiation. If the negotiation fails, they shall apply to the arbitration committee. Arbitration; bring a lawsuit to the people's court with jurisdiction.

10. Others

This agreement is in duplicate. Party A and Party B each hold _______ copies, the company and the notary office each hold _______ copies, and the rest are reported to the relevant departments.

Confirm and sign

Party A:

_________year_______month_______day

Party B:

________Year_______Month_______Personal Equity Transfer Agreement Template (Part 2)

Transferor: _______________________

Transferee: _______________________

This contract is signed by Party A and Party B at _______________ on ______ month ______ day of _______ year.

Party A legally owns _____% of the equity in the _________ joint venture, which was established with _________ approval on _____________. Party A now intends to transfer _______ percent of its equity in the joint venture, and Party A's transfer of its equity has obtained the consent of the other parties to the joint venture and the resolution and approval of the board of directors of the joint venture.

Since Party B agrees to transfer ______% of Party A’s equity in the joint venture and the board of directors of the joint venture also agrees that Party B transfers Party A’s ______ equity in the joint venture, now A After friendly negotiation and based on the principle of equality and mutual benefit, Party B and Party B have reached the following terms on the transfer of _________ equity owned by Party A in the joint venture:

Article 1 Equity Transfer Price

Party A agrees to transfer the ________ equity it owns in the joint venture to Party B for RMB _________ yuan in accordance with the conditions stipulated in this contract, and Party B agrees to transfer the ________ owned by Party A in the joint venture at this price. _'s equity.

Article 2 Guarantee

Party A guarantees that the equity transferred to Party B in Article 1 of this contract is legally owned by Party A, and Party A has full and effective right to dispose of it. Party A guarantees that the equity it transfers does not have any mortgage or other security rights and is free from any third party's recourse.

Otherwise, Party A shall bear all economic and legal responsibilities arising therefrom.

Party B guarantees that in accordance with the price stipulated in Article 1 of this contract, Party B will pay Party A _____ of the stipulated price within _____ days from the effective date of this contract. Party B shall pay the remaining _____ transfer price to Party A before ______month__________year.

Party B acknowledges the original articles of association and contract of the joint venture and guarantees to assume Party A’s rights, obligations and responsibilities in the joint venture in accordance with the provisions of the original articles of association and contract.

Article 3 Sharing of Credits and Debts

1. After this agreement takes effect, Party B will share profits and risks and losses in proportion to its shareholding in the joint venture.

2. After this agreement comes into effect, Party A will no longer bear any responsibility for the joint venture, nor will it enjoy any income from the joint venture, including income before, at the time of, or even after the transfer.

Article 4: Burden of expenses

Both parties agree that *** will jointly bear the relevant expenses incurred in the implementation of this transfer contract, and Party A and Party B shall each bear 50.

Article 5 Liability for breach of contract

1. If any party to this contract fails to properly and comprehensively perform its obligations in accordance with the provisions of this contract, it shall bear liability for breach of contract. Any liability and damage incurred by the non-breaching party shall be compensated by the breaching party to the non-breaching party.

2. If Party B fails to pay the equity price on time in accordance with the provisions of this contract and is delayed for one day, Party B shall pay the total price of the delay _____ as liquidated damages, and Party B shall pay Party A

Article 6 Modification and termination of the contract

When one of the following circumstances occurs, the contract can be modified or terminated, but both parties A and B must sign the modification or termination agreement before it can take effect.

1. This contract cannot be performed due to force majeure or external factors that cannot be prevented although one party is not at fault;

2. Due to changes in circumstances, Party A and Party B have negotiated agree.

Article 7 Applicable Law and Dispute Resolution

1. This contract shall be governed by and interpreted in accordance with Chinese law.

2. Any dispute arising out of or related to this contract shall be resolved through friendly negotiation between the two parties. If the negotiation fails, it shall be submitted to the _________ Arbitration Commission for arbitration in accordance with the arbitration rules implemented by the Commission when applying for arbitration. The arbitral award is final and binding on both parties.

Article 8 Conditions for the Contract to Come into Force

This contract must be signed or sealed by the legal representatives or authorized agents of Party A and Party B, and must be approved by the original approval authority before it becomes effective. Both parties should complete the change registration procedures with the original registration management agency within ________ days.

Article 9 Others

1. This contract is made in _______ copies. Party A and Party B each hold _______ copies, the joint venture company holds _______ copies, and the rest shall be held by the relevant government Department retention.

2. This contract is signed by the authorized representatives of A and B at _______________ on ______ month ______ year _______.

Transferor: _________

Transferee: _________

Personal Equity Transfer Agreement Template on _________year_____month_____day (Part 3) )

Transferor (Party A): ID number: Transferee (Party B): ID number: Risk warning

One:

In order to prevent For the legal risk of losing shareholder qualifications, the transferee must examine the relevant proof of the transferor’s shareholder qualifications.

In practice, it is necessary to review: company articles of association, capital contribution certificates, share certificates, stocks, shareholder list and registration, company equity transfer agreement, authorized capital after the establishment of the company or subscription agreement for new capital, dormant investors and apparent investors. Investors’ equity trust or holding agreements on their behalf, etc., can be used as evidence to prove shareholder qualifications. Under different legal relationships and factual circumstances, various forms of evidence can exert varying degrees of probative power. Please consult a professional lawyer on how to view and preserve evidence. The ______ enterprise (hereinafter referred to as the enterprise) was registered and established in ______ on ____ month ____, _________, with the approval of the ______ Municipal Administration for Industry and Commerce. It is invested and operated by Party A personally. All the property of the enterprise belongs to Party A owns it personally and has complete right of disposal. The capital contribution of the enterprise is RMB ______ million yuan. Party A is willing to transfer all its investment in the enterprise and related legal rights and interests (hereinafter referred to as assets) to Party B, and Party B is willing to accept the transfer. Now, Party A and Party B, in accordance with the provisions of the "Sole Proprietorship Law of the People's Republic of China" and the "Personal Proprietorship Law of the People's Republic of China" and the "Civil Code of the People's Republic of China" and through consensus, have reached the following agreement on the transfer of assets:

1. Transfer price and payment term and method of transfer money 1. Party A transfers all its assets in the enterprise to Party B at a price of RMB ______ million yuan. 2. Party B shall pay the above amount to Party A in one go by bank transfer (or cash payment) within ____ days from the effective date of this agreement. Risk Warning

2:

Due to the long equity transfer process and complicated matters, many companies have not completed the industrial and commercial change registration procedures in a timely manner, and the hidden risks are also huge. The lawyer reminded that when completing the equity transfer, the corresponding industrial and commercial change registration procedures must be completed in a timely manner to prevent problems before they occur. In practice, there are many situations where one party regrets, and the timing of regret varies widely. Therefore, the obligations of both parties must be agreed upon in each link.

2. Guarantee risk warning

3:

The transferee of the equity transfer agreement may transfer the equity for the purpose of obtaining control of the target company, but In the end, they all want to obtain economic benefits through the exercise of equity.

The value of equity is related to various factors such as the company’s liabilities (bank debt, commercial debt, etc.), external guarantees, administrative fines, and litigation situations. Based on this, the transferee should require the transferor of the equity transfer agreement to make relatively specific and detailed statements and guarantees in the equity transfer agreement regarding the authenticity of the information provided about the target company and the true status of the company's assets. The purpose of this is to prevent risks and improve breach of contract remedies.

Therefore, when the transferor of the equity transfer agreement deliberately conceals relevant information about the target company and causes losses to the transferee, the transferee has the right to require the transferor to bear corresponding liabilities in accordance with the relevant provisions of the Civil Code on liability for breach of contract. liability for compensation. So both sides need to pay attention! Party A guarantees that it has ownership and full right to dispose of the above-mentioned assets. Party A guarantees that no mortgage, pledge or guarantee has been set up for the transferred property, that the assets have not been seized, and that the assets are not subject to recourse by a third party. Otherwise, all liabilities arising therefrom shall be borne by Party A.

3. Effectiveness of Transfer From the date of completion of the transfer under this Agreement, Party B shall enjoy ownership and related rights and interests of all the property of the enterprise, and bear unlimited liability for the debts of the enterprise with its personal property.

IV. Liability for breach of contract 1. 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 the agreement, it shall bear responsibility in accordance with the provisions of the law and this agreement. 2. If Party B cannot pay the transfer amount on time, Party B shall pay Party A a penalty of one ten thousandth of the overdue transfer amount for each overdue day. If Party B's breach of contract causes losses to Party A, and the amount of liquidated damages paid by Party B is lower than the actual loss, Party B must compensate it separately. 3. If Party B is unable to register the change as scheduled due to Party A's reasons, or seriously affects Party B's ability to achieve the purpose of entering into this Agreement, Party A shall pay Party B liquidated damages at the rate of one ten thousandth of the transfer amount paid by Party B.

If Party A's breach of contract causes losses to Party B, and the amount of liquidated damages paid by Party A is lower than the actual loss, Party A must compensate it separately.

5. Party A and Party B may change or terminate this agreement by consensus through consultation. If this agreement is modified or terminated through negotiation, both parties shall sign a separate modification or termination agreement.

6. Burden of related expenses Relevant expenses incurred in the process of this asset transfer (such as notarization, evaluation or audit, industrial and commercial change registration, etc.) shall be borne by Party A.

7. Disputes related to other agreements and the validity, performance, breach of contract and termination of this contract shall be resolved through friendly negotiation between the parties. If negotiation fails, either party may apply for arbitration or file a lawsuit in the People's Court.

8. Conditions and date for the contract to take effect: This agreement will take effect on the date it is signed by both parties. Both parties shall go through the change registration procedures with the industrial and commercial administration authorities in accordance with the law after this agreement takes effect.

9. This agreement is made in triplicate. Each Party A and Party B shall hold one copy, and the rest shall be reported to the relevant departments. Transferor (signature and seal): _________year____month____day Transferee (signature and seal): _________year____month____day Personal Equity Transfer Agreement Template (Part 4)

Party A: (Assignor)_____________

Gender: __________________

Age: __________________

ID number: _______________

Address: _______________________

Party B: (Assignee)_____________

Gender: _______________________

Age: ______________________

Identity card number: _______________

Address: __________________

Signed in __________________ City on _______month_______day_______year

Whereas ：

1. Party A is a shareholder of __________ Co., Ltd., with a capital contribution of __________ million yuan, accounting for __________ of the company’s total share capital (hereinafter referred to as the "contract shares").

2. Party B is willing to accept the transfer of the mentioned shares.

After friendly negotiation, the two parties have entered into the following agreement:

1. Transfer and price of contract shares

Party A agrees to transfer the contract shares to Party B. Party B receives the contract shares in cash. After negotiation between the two parties, the contract shares were priced at __________ yuan/share, and the total share purchase price was ____________ yuan.

2. Payment Period

Party B shall pay Party A a one-time payment for the share transfer before ______year______month______ from the date of signing of this contract.

3. Delivery Period

Both parties have determined that the delivery period will be within ______ days from the date of signing of this contract. On the delivery day, both parties shall handle the transfer procedures for the contract shares in accordance with the provisions of this contract and relevant laws and regulations.

IV. Effectiveness

This contract will take effect after it is signed and sealed by both parties and approved by the shareholders meeting of _________ Co., Ltd.

5. Taxes

All taxes involved in the contractual share transfer shall be borne by both parties in accordance with relevant laws.

6. Representations and Guarantees of Party A

1. There is no judgment or award restricting the transfer of contract shares.

2. All information, documents and all statements and guarantees provided by Party A to Party B are completely true, complete and accurate, without any falsehood.

3. Party A promises to conscientiously perform other obligations stipulated in this contract.

7. Party B’s representations and warranties

1. Party B guarantees to perform other obligations stipulated in this contract that should be performed by Party B.

2. Party B guarantees to provide Party A and relevant institutions with complete, accurate and timely supporting information on its subject qualifications, business scope and other supporting materials to verify the company’s qualifications for the transfer of contract shares.

8. Liability for breach of contract

If one party breaches the contract and the contract cannot be performed, it shall pay the non-breaching party _______ liquidated damages of the total contract price.

9. Resolution of Disputes

Any dispute arising out of or related to this contract shall be resolved through negotiation between the parties. If negotiation fails, the matter shall be submitted to the people's court with jurisdiction over the location of the __________________ company for ruling according to law.

Party A: _______________________

Signature of authorized representative: ______________

_______year_______month_______day

Party B: ______________________

Signature of authorized representative: ______________

_______month_______day_______year