Model format of equity transfer agreement (choose 5 items) (Article 1)? Transferor (Party A): _ _ _ _ _
? Address: _ _ _ _ _ _
? Legal Representative: _ _ _ _ _ _
? Transferee (Party B): _ _ _ _ _
? Address: _ _ _ _ _ _
? Legal Representative: _ _ _ _ _ _
? In view of the fact that Party A legally owns% equity of the company (hereinafter referred to as the company), now Party A intends to transfer all its equity in the company, and Party A's request for transferring its equity has been approved by the company's shareholders' meeting.
? Whereas Party B agrees to accept the _ _ _ _ _ _ _ _% equity owned by Party A in the company.
? Whereas, the shareholders' meeting of the company also agreed that Party B should accept the _ _ _ _ _% equity owned by Party A in the company.
? Based on the principle of equality, mutual benefit and consensus, Party A and Party B have reached the following agreement on equity transfer through friendly negotiation:
? I. Equity transfer
? 1. Party A is willing to transfer its _ _ _ of the target company to Party B. ..
? 2. Party B agrees to purchase the above equity transferred by Party A. ..
? Second, the equity transfer price and the payment method of the price
? 1. Party A agrees to transfer its _ _ _ _ _ _% equity in the company to Party B according to the conditions stipulated in this contract, and Party B agrees to accept the equity at this price.
? 2. Party B agrees to pay the contract price to Party A in the following ways:
? (1) Party B agrees to pay _ _ _ _ _ _ _ _ _ Yuan to Party A on the date when both parties sign this contract;
? (2) After Party A and Party B complete the industrial and commercial change registration, Party B shall pay Party A the remaining house price of RMB. ..
? Three. Transfer process and payment method of transfer funds
? 1. Party B entrusts an intermediary agency to audit the target company and make a preliminary investigation on the shareholding of the target company and Party A. During the investigation of Party B, Party A shall fully cooperate and fully disclose the information about the target company and the equity transfer to Party B and its entrusted intermediary agency.
? 2. After the audit report is issued by the intermediary and confirmed by Party B, Party A and Party B sign this agreement.
? 3. Within _ _ _ _ _ _ working days from the date of signing this Agreement, Party A and Party B shall open a special account for the transfer of funds and entrust the bank to conduct third-party supervision (the supervision bank shall be designated by Party B).
? Four. Warranties and responsibilities of Party A.
? 1. Party A guarantees that the description of the target company and its shareholding in the foregoing part of this agreement is true, accurate and complete, and that it has not concealed any major matters that affect the trading conditions of this agreement.
? 2. Party A shall ensure that there is no pledge, right defect or right restriction during the period from the signing of this agreement to Party B's acquisition of% equity of the target company.
? 3. Party A promises not to negotiate or sign any documents with any third party on the equity of the target company after the signing of this agreement.
? 4. All matters including but not limited to potential risks, contingent liabilities, unpaid taxes, disputes and legal liabilities existing before Party B obtains _ _ _% equity of the target company (subject to the approval notice of industrial and commercial change registration) shall be borne by Party A (except those explicitly inherited by Party B). After the signing of this agreement, Party A promises not to engage in any business activities in the name of the target company (unless otherwise agreed by both parties).
? 5. Party A guarantees that it has obtained the approval, consent or authorization required to sign and perform this agreement, and this agreement is legally binding on it.
? V. Party B's Warranties and Responsibilities
? 1. Party B promises to pay the transfer price in full, in full and in time according to the agreement.
? 2. Party B promises to actively perform this agreement and complete all obligations stipulated in this agreement.
? 3. Party B guarantees that it has obtained the approval, consent or authorization required to sign and perform this agreement, and this agreement is legally binding on it.
? Secrecy clause of intransitive verbs
? 1. Without the written consent of the other party, neither party shall disclose to any third party the trade secrets or related information it knows during the performance of this agreement, nor shall it disclose the contents of this agreement and related files to any third party. Except as required by laws and regulations.
? 2. The confidentiality clause is an independent clause, and it is valid regardless of whether this Agreement is signed, modified, dissolved or terminated.
? Seven. Dispute settlement clause
? All disputes arising from or related to the performance of this Agreement between Party A and Party B shall be settled through friendly negotiation. If negotiation fails, either party has the right to choose the following methods to solve the problem:
? 1. Submit the dispute to the Arbitration Commission for arbitration in accordance with the arbitration rules in effect at the time of submission. The arbitral award is final and binding on both parties.
? 2, each to the local people's court.
? Eight. others
? The original of this agreement is on _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
? Party A: _ _ _ _ _ _ _
? Legal representative (or authorized representative): _ _ _ _ _ _
? _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
? Party B: _ _ _ _ _ _
? Legal representative (or authorized representative): _ _ _ _ _ _
? _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Model format of equity transfer agreement (choose 5) (Article 2)? Transferor: (hereinafter referred to as Party A) ID number: Transferor: (hereinafter referred to as Party B) ID number: Transferee: (hereinafter referred to as Party C) ID number: Transferee: (hereinafter referred to as Party X) ID number: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Among them, Party A holds _ _ _ _ _ _ _% equity, and Party A is willing to transfer its _ _ _% equity to Party X, and Party X is willing to accept it; Among them, Party B holds _ _ _ _ _ _ _% equity, and Party B is willing to transfer its _ _ _% equity of the company to Party X, and Party X is willing to accept it; Among them, Party B holds _ _ _ _ _ _ _% equity, and Party B is willing to transfer _ _ _% equity of the company to Party C, and Party C is willing to accept it. Now, according to the Company Law of People's Republic of China (PRC) and the Civil Code of People's Republic of China (PRC), Party A, Party B, Party C and Party D have reached the following agreement on equity transfer through negotiation:
? I. equity transfer price and the payment term and method of the transfer fund 1. Party A holds% equity of the company. According to the Articles of Association, Party A shall contribute RMB _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _. Now Party A has transferred its% equity of the company to Party X at RMB. 2. Party B holds _ _ _% equity of the company. According to the Articles of Association, Party B shall contribute RMB _ _ _ _ _ _ _ _ _ _ _, and now Party B has transferred its% equity in the company to Party X at RMB _ _ _ _ _ _ _ _. 3. Party B holds _ _ _% equity of the company. According to the Articles of Association, Party B shall contribute RMB _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Party C and Party D shall pay the equity transfer money to Party A and Party B in cash (or by bank transfer) in the currency and amount specified in the preceding paragraph within three months from the effective date of this Agreement.
? Two. Party A and Party B guarantee that they have the right to completely dispose of the equity X that they intend to transfer to Party C and Party D, and that the equity has not been pledged, sealed up or pursued by a third party; Otherwise, Party A and Party B shall bear all economic and legal responsibilities arising therefrom.
? Three. Profit and loss sharing of related companies (including creditor's rights and debts) 1. After this agreement comes into effect, Party C and Party D shall share the company's profits and corresponding risks and losses in proportion to the transferred shares. 2. If Party A and Party B fail to truthfully inform Party C and Party D of the debts incurred by the company before the equity transfer when signing this Agreement, thus causing losses to Party C and Party D after they become shareholders of the company, Party C and Party D have the right to recover from both parties. ..
? Four. Liability for breach of contract 1. Once this agreement comes into effect, all parties must consciously perform it. If either party fails to fully perform its obligations in accordance with the provisions of this agreement, it shall be liable in accordance with the law and the provisions of this agreement. 2. If Party C and Party D fail to go through the change registration as scheduled due to the reasons of Party A and Party B, or seriously affect the purpose of Party C and Party D to conclude this Agreement, Party A and Party B shall pay liquidated damages to Party C and Party D at one ten thousandth of the transfer money paid by Party C and Party D. If losses are caused to Party C and Party D due to Party A's breach of contract, and the liquidated damages paid by both parties are lower than the actual losses, Party A and Party B must make additional compensation.
? V. Alteration or rescission of the Agreement may be modified or rescinded through negotiation among Party A, Party B, Party C and Party D.. If this Agreement is modified or dissolved through negotiation, both parties shall re-sign the modification or dissolution agreement.
? The related expenses of intransitive verbs bear the related expenses (such as witness, evaluation or audit, industrial and commercial change registration, etc. The expenses incurred in the process of this equity transfer shall be borne by both parties through consultation.
? Seven. Settlement of Disputes Any dispute arising from or related to this contract shall be settled by Party A, Party B, Party C and Party D through friendly negotiation. If negotiation fails, both parties agree to submit it to the Arbitration Commission for arbitration.
? Eight. Conditions of entry into force This agreement shall come into force as of the date of signature by Party A, Party B, Party C and Party D (if the company is a foreign-invested enterprise, it shall come into force after approval by the examination and approval authority). After this agreement comes into effect, the registration of change shall be handled with the Municipal Market Supervision Administration (hereinafter referred to as the State Administration of Market Supervision) according to law.
? Nine. This Agreement is signed in the form of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Model format of equity transfer agreement (choose 5) (Article 3)? Transferor: _ _ _ _ _ _ (hereinafter referred to as Party A)
? Transferee: _ _ _ _ _ _ (hereinafter referred to as Party B)
? Chapter I Subject Qualification of the Parties to the Agreement
? Article 1 Party A is an approved enterprise legal person with the registration number of _ _ _ _ _ _ _. Party A's transfer of all shares of the company has been approved by the shareholders' meeting.
? Article 2 Party B is a limited liability company mainly engaged in highway and bridge construction. And holding _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Party B's foreign investment and acquisition of a company's equity have been approved by the company's board of directors and _ _ _ _ _ _ _ _ _ _ _ _ _ _.
? Chapter II Amount and Proportion of Equity Transfer
? Article 3 Party A now holds _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
? Article 4 Party A transfers its equity in RMB to Party B, accounting for _ _ _ _ _% of the registered capital of the original company.
? Chapter III Determination of equity transfer price
? Article 5 equity transfer price is the price agreed by both parties.
? Article 6 The equity transfer price determined by the agreement between the two parties shall mainly consider the registered capital of the company and the amount up to _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
? Article 7 equity transfer price confirms that Party B will purchase the equity of Party A at the unit price of _ _ _ _ _ _ _ _. In other words, the contribution made by Party B is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
? Chapter IV Payment of Price and Transfer of Ownership
? Article 8 Party B shall pay the price in cash.
? Article 9 Within days after this agreement comes into effect, Party B shall transfer the total price of RMB to the account designated by Party A at one time.
? Article 10 Since the date of industrial and commercial change registration, the ownership of the transferred equity has been officially transferred.
? Chapter V Registration of Industrial and Commercial Change
? Article 11 The registration procedures for industrial and commercial changes related to equity transfer and the approval or consent of other relevant departments shall be handled by Party A and Company A after consultation.
? Article 12 Party B needs to assist in handling the above procedures, and Party B shall complete them in time according to the requirements put forward by Party A from time to time.
? Chapter VI Guarantees of Both Parties
? Article 13 Party A guarantees that there is no guarantee, mortgage or legal dispute in the transferred shares, and has the right to transfer its shares.
? Article 14 Party B guarantees that it is an enterprise legal person established and existing in accordance with the law, and has the right to accept the shares transferred by Party A. After becoming a shareholder of the company, it will fulfill the responsibilities and obligations of shareholders and abide by the articles of association.
? Chapter VII Liability for breach of contract and exemption clauses
? Article 15 If either party violates this Agreement, it shall bear all losses (direct losses, indirect losses and expenses related to claims) caused by the other party.
? Article 16 If either party fails to perform this Agreement due to war, natural disasters or other force majeure reasons, it will not bear the losses caused by the other party.
? Chapter VIII Settlement of Disputes
? Article 17 Any dispute arising from this Agreement shall be settled by both parties through consultation. If negotiation fails, either party may bring a lawsuit to the people's court with jurisdiction according to law.
? Chapter IX Others
? Article 18 Matters not covered in this Agreement shall be settled by both parties through consultation.
? Article 19 This Agreement shall come into force after being signed and sealed by the legal representatives or authorized representatives of both parties.
? Article 20 This Agreement is made in quadruplicate, one for each party, and the rest shall be reported to the relevant departments for the record, with the same legal effect.
? Party A (official seal): _ _ _ _ Party B (official seal): _ _ _ _ _
? Legal representative (signature): _ _ _ _ _ Legal representative (signature): _ _ _ _ _
? _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Model format of equity transfer agreement (choose 5) (Article 4)? Transferor: (hereinafter referred to as Party A)
? Transferee: (hereinafter referred to as Party B)
? Party A's resource integration main mine Shangba Coal Mine Gangouhezi Mine; Yanjialiang Coal Mine in Northwest Township of Integration Mine (hereinafter referred to as the two mines) is a resource integration mine with a production capacity of 90,000 tons approved by the provincial people's government and relevant industry authorities. The names of these two coal mines are Guangyuan Tianci Coal Industry Co., Ltd. According to the industrial policy requirements of the existing industry, the mine has fully implemented resource integration, and it is impossible to expand its storage and capacity because the shareholders of Party A have no capital investment. In order to revitalize the mine, reduce the economic losses of shareholders, and contribute to the development of local economy and ensure the construction of 90,000 tons of standardized mine, all shareholders of Party A decided to transfer 65,438+000% shares of Gangouhe Branch Mine of Shangba Coal Mine in Guangyuan City to Party B at a fixed price, and both parties reached a friendly agreement.
? 1. Transferor (creditor) of equity in Gangouhezi Mine of Shangba Coal Mine in Guangyuan City:
? Shareholders: Yang Xingyuan, Yang Jingui and He Guangcheng.
? Two. Equity transferee: Chongqing Wangde Coal Co., Ltd.
? Three. Scope of equity transfer: According to the resource integration plan approved by the provincial government (hereinafter referred to as Party A).
? And the mining area designated by the Provincial Department of Land and Resources, including the integrated main mine, all the assets of the integrated mine and the resources with mining rights, as well as the subsequent storage and expansion. The equity transfer agreement of Yanjialiang Coal Mine in Northwest Township shall be signed separately.
? Fourth, equity pricing.
? Guangyuan Tianci Coal Industry Co., Ltd. integrates the resource assets of the main mine (Gangouhezi Mine of Shangba Coal Mine), with the original price of 1 10,000 yuan. In this equity transfer, the asset valuation of Gangouhezi mine resources has shrunk to 1 10,000 yuan, including 200,000 yuan for integrating resources in advance.
? V. Payment method agreed by both parties after the equity transfer.
? 1. After Party A and Party B sign the agreement, Party B will pay Party A an equity transfer fee of 600,000 yuan on October 30th, 20x 10, and Party A will pay the reduced share capital of each shareholder in proportion, and Party B will pay all the equity transfer fees of shareholders below 800,000 yuan on May 30th, 20xx.
? 2. After signing this Agreement, Party A and Party B shall pay to Party A the shareholder's share transfer payment which reduces the share transfer receivable by more than 800,000 yuan in four quarters from June 1 day of 20xx to May 30, 20xx.
? 3. From the date of signing the agreement, Party B will enter the mining area within 10 days to start construction. On the date of signing this agreement, Party B opened a construction fund account in Guangyuan Bank and deposited 800,000 yuan of construction fund for exclusive use by both parties. The money is used to pay the young crops, workers' wages, land rent, department arrears and advance payment originally owed by Party A. ..
? 4. After Party B enters the site, Party A confirms the young crops and part of the salary arrears owed by Party A to the local people and departments, and Party B helps Party A to make the advance payment, and the advance payment is deducted from the accounts receivable of Party A (Party A shall make the settlement according to the relevant provisions of the April 20xx 18 debt-to-equity swap agreement). The maximum amount after advance payment by Party B shall not exceed 700,000 yuan, and the excess shall be paid by Party A in cash.
? Six, enterprise management:
? Party B shall be solely responsible for all the capital investment required for the construction of 90,000 tons of production capacity. Strictly follow the principles of one mineral right, one legal person, one production management team and one system to standardize the construction and management of this enterprise.
? During the technical transformation and construction of the mine and the operation after the completion and acceptance of the project, Party B shall bear all safety responsibilities. Before paying off the equity transfer payment of Party A, Party B shall issue effective and legal procedures with assets as guarantee. Where Party B causes the loss of mining rights in the process of technological transformation and operation of the enterprise, it shall compensate by changing the equity of the enterprise with secured assets.
? Seven. Before the signing of this agreement, all creditor's rights and debts of Party A shall be borne by Party A, and after the signing of this agreement, new creditor's rights and debts arising after Party B enters the site shall be borne by Party B. ..
? Eight, Party A is responsible for dealing with the problems left over from the original coal mine, coordinating local relations, and ensuring that Party B can enter the site smoothly to organize maintenance and construction. If Party B stops work due to the debt dispute of Party A and the original problems left over, it shall be responsible for compensating twice the direct economic losses caused to Party B on that day. Party A shall investigate the economic and legal responsibilities of those who caused Party A's accidents, and those who caused accidents shall compensate the corresponding economic losses.
? Nine. Liability for breach of contract: after the signing of this agreement, both parties must strictly follow the provisions in the agreement.
? X. Other agreements:
? 1. Party B guarantees to complete the resource integration and 90,000-ton capacity construction of Guangyuan Tianci Coal Industry Co., Ltd. as scheduled. If the 90,000-ton mine construction fails to pass the acceptance on schedule due to Party B's reasons, Party B shall pay off Party A's equity transfer fee according to the agreement and compensate Party A for the liquidated damages according to the agreement in Article 12.
? 2. Party A is responsible for assisting Party B to complete the industrial and commercial registration and the change registration of mining rights (new certificate).
? 3. Party B must perform in strict accordance with the terms and conditions stipulated in this agreement, and ensure that all procedures are completed on time and submitted for approval. If the project construction is delayed or stopped due to Party B's insufficient investment, Party A has the right to unilaterally terminate the agreement and implement self-help.
? 4. In order to ensure the smooth construction of the enterprise's 90,000-ton capacity project, Party A has the right to notify and supervise the project construction and investment before Party B pays off the equity transfer payment of Party A.
? XI。 When signing this Agreement, the resolutions of all shareholders of Party A shall be attached, and a power of attorney shall be issued. The trustee shall fully represent all shareholders to perform the subsequent implementation of the terms of this Agreement.
? 12. If there are any matters not covered in the terms of this agreement, both parties can negotiate to supplement or sign a supplementary agreement, which has the same legal effect as this agreement.
? Thirteen. In case of any conflict between the provisions of this Agreement and national laws, regulations and policies, the latter shall prevail.
? 14. This Agreement is made in seven copies, two for Party A and two for Party B, and shall come into force after being signed and sealed by both parties. Both parties agree that this agreement shall be notarized by Guangyuan Notary Office. Send a copy to Chaotian District Coal Administration Bureau and Chaotian District Industrial and Commercial Branch for the record.
? Party A (official seal): _ _ _ _ Party B (official seal): _ _ _ _ _
? Legal representative (signature): _ _ _ _ _ Legal representative (signature): _ _ _ _ _
? _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Model format of equity transfer agreement (choose 5 articles) (article 5)? Transferor (Party A):
? Transferee (Party B):
? According to the relevant provisions of China's contract law, Party A and Party B reached an agreement through friendly negotiation.
? 1. The% equity transferred by Party A to Party B's mine is counted as a person.
? 2. Before the signing of this agreement, the original shareholders of Party A held a shareholders' meeting on, and unanimously agreed to transfer all the shares.
? 3. equity transfer price, payment method and payment term: all shares are transferred.
? 4. After this agreement comes into effect, Party B will acquire the status of shareholder.
? 5. Party B shall immediately pay the deposit for equity transfer according to the agreement.
? 6. All creditor's rights and debts before the equity transfer shall be borne by the original shareholders of Party A according to law.
? 7. After the equity transfer, Party A does not enjoy the shareholder status and shareholders' rights and interests of the mine.
? 8. Party A shall complete the notice of resuming production to Party B within one month after the signing of this agreement, and shall not affect the normal production of Party B for any reason.
? 9. Liability for breach of contract: Party A must handle relevant licenses and hand over assets as agreed. If Party A affects the normal production of Party B due to the license, notice of resumption of production or transfer of assets, it shall compensate Party B for the losses; If Party B fails to pay the balance as agreed in this agreement, Party A has the right to unilaterally terminate this agreement after 15 days overdue. Other matters that both parties violate the contract shall be handled in accordance with the relevant provisions of China's contract law.
? 10. Dispute settlement agreement: Any dispute arising during the performance of this agreement shall be settled by both parties through consultation. If both parties can't reach an agreement, either party has the right to bring a lawsuit to the court with jurisdiction.
? 1 1. This agreement is made in quadruplicate, one for Party A and Party B, one for the record of the company and one for the registration of the industrial and commercial authorities, all of which have the same legal effect.
? 12. This agreement shall come into force as of the date of signature by both parties. After this agreement comes into effect, all documents and materials signed by both parties through consultation are annexes to this agreement and have the same legal effect as this agreement.
? Party A (official seal): _ _ _ _ Party B (official seal): _ _ _ _ _
? Legal representative (signature): _ _ _ _ _ Legal representative (signature): _ _ _ _ _
? _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _