Example 1
Merger contract between S Co., Ltd. and Y Co., Ltd. (newly established merger)
Party a: s co., ltd, address: no x, XX street, XX city, legal representative: Wang XX, position: general manager.
Party b: y co., ltd, address; No x, XX street, XX city, legal representative: Chen XX, position: general manager.
The above two parties reached the following agreement on the merger of the company:
1. The name of the newly established company after the merger is X Co., Ltd. and the address is No. No. x, XX street, XX city
2.s co., ltd: total assets150 million yuan, total liabilities10 million yuan and net assets of 50 million yuan. Total assets180 million yuan, total liabilities 80 million yuan and net assets10 million yuan. After the merger, the net assets of the two companies were 65.
3. The total registered capital of the newly established company is 6,543.8+0.5 billion yuan, and it is planned to issue 50 million shares to the society, totaling 50 million yuan. After the issuance of shares, the capital composition of the newly established company is as follows:
The total registered capital of the company is 20 million yuan. In ...
The original S company holds 50 million yuan, accounting for 25% of the total capital;
The original Y company holds 6,543,800,000 yuan, accounting for 50% of the total capital;
The new shareholder holds 50 million yuan, accounting for 25% of the total capital;
4. The original S company issued100000 shares, and the old shares were exchanged for the shares of X company with 1:5; The original Y company issued 50 million shares, and the old shares were exchanged for the shares of X company with 1:2; The newly issued 50 million shares of Company X are publicly issued to individuals.
5. The time for the parties to the merger to convene the shareholders' meeting to approve the contract is before199265438+February 30th.
6. The merger time of Company S and Company Y is 1 February 9931.
7. Both parties to the contract shall provide all conveniences for the merger, solve the creditor's rights and debts of the original company in time, and handle the handover in time, paving the way for the merger of the two parties to form a new company.
Party A: S Ltd.
Legal Representative: Wang XX
Party B: Y Limited.
Legal Representative: Chen XX
1992101October 20th
Attachment: Balance sheet of both parties' contract companies, indicating that it is provided by XX Certified Public Accountants.
Example 2
Merger contract between W Co., Ltd. and Z Co., Ltd. (absorption merger)
Party a: w co., ltd, address: no x, XX street, XX city, legal representative: Lin XX, position: general manager.
Party b: z co., ltd, address: no x, XX street, XX city, legal representative: Lu XX, position: general manager.
The above parties reached the following agreement on the merger of the two companies:
1.？ After the merger of the two companies, the company name is W Co., Ltd. and the address is X, XX Street, XX City.
2.？ The original W Co., Ltd.: total assets1000000 yuan, total liabilities of 70 million yuan and net assets of 30 million yuan; Z Co., Ltd.: total assets of 50 million yuan, total liabilities of 40 million yuan and net assets of 6,543,800 yuan; At present, the net asset value of W Co., Ltd. is 40 million yuan.
3.？ At present, the total registered capital of W Company is 40 million yuan, and it is planned to issue100000 shares to the society, accounting for100000 yuan. After the issuance of shares, the capital structure of Company W is as follows:
The total registered capital of the company is 50 million yuan. Among them: the original W company holds 30 million shares, accounting for 60% of the total capital;
The original W company holds 654.38+million yuan, accounting for 20% of the total capital;
The original Z company holds 6,543,800 yuan, accounting for 20% of the total capital;
The new shareholders hold 654.38 million yuan, accounting for 20% of the total capital;
4.？ The original W Company issued 6,543,800,000 shares, and the old shares were exchanged for new shares at 654.38+0: 3; The original Z company issued 20 million shares, and the old shares were exchanged for new shares at 2:1; The newly issued 654,380,000 shares of W Company are publicly issued to individuals.
5.？ The time for the parties to the merger to convene a general meeting of shareholders to approve this contract is before June 30, 1992+65438.
6.？ The merger time of Company W and Company Z is 1 99265438+February1.
7.？ Both parties to the contract shall provide all conveniences for the merger, and solve the related creditor's rights and debts of the original company in time. Company Z should handle the handover of property, account books and documents in time to pave the way for the smooth merger of the two parties.
Party A: W Ltd.
Legal Representative: Lin XX
Party b: z ltd.
Legal Representative: Lu XX
1September 5, 992
Attachment: Balance sheets of both companies, verified by XX Certified Public Accountants.