Legal Representative: _ _ _ _ _ _
Address: _ _ _ _ _ _ _ The above parties are collectively referred to as "Party A" or "Buyer".
Party B: _ _ _ _ _ _
Address: _ _ _ _ _ _
ID number: _ _ _ _ _ _ The above is called "Party B" or "original shareholder".
Party C: _ _ _ _ _ _ Co., Ltd. (hereinafter referred to as "Target Company" or "Company")
Legal Representative: _ _ _ _ _ _
Address: _ _ _ _ _ _
Whereas, Party C _ _ _ _ _ Co., Ltd. is a legal person registered and validly existing under the laws of China, and has legal business license qualification. Party B holds a total of 65,438+000% equity of Party C.. According to the business development of the company and the business development needs of Party A, through negotiation, Party A intends to purchase 65,438+000% of all shares of Party C held by Party B, and Party B agrees to transfer its shares of the company to Party A. After friendly negotiation, Party A, Party B and Party C (hereinafter referred to as the "Agreement") have reached the following agreement:
I. Equity Transfer According to this Agreement, Party B transfers all the target equity of Party C to Party A ("acquisition"). After the industrial and commercial change of the target equity transfer is completed, Party A will hold 0/00% equity of the company (see Annex 1 for the company's equity structure). Target equity transfer price. Party A and Party B hereby agree that the target equity transfer price is RMB _ _ _ _ _ _ ten thousand Yuan only (￥). The transfer money will be distributed according to the proportion of the equity transferred by Party B's natural person, and Party B will entrust its agent Tongtiancheng (Beijing) Investment Consulting Co., Ltd. to pay to the account designated by Party B according to the agreement in Article 2.5 (the distribution of money between the original shareholders has nothing to do with Party A). This equity transfer is based on meeting the following conditions, and each party may decide to give up one or more of the following preconditions in writing: the company has truly and completely submitted all documents required by the company's due diligence, including but not limited to legal, financial and business documents, and documents and materials deemed necessary by Party A; All statements and warranties made by Party B and Party C under this Agreement are (and always are) true, accurate, complete and not misleading; This Agreement complies with the relevant laws and regulations of each party's place of registration/location, and all registration/local government approval procedures (if necessary) required for the transactions involved in this Agreement have been completed and the required approval documents have been obtained.
Second, the mode of payment. The target equity transfer payment shall be paid in three installments, as follows: down payment: Party A shall pay Party B a down payment of RMB10,000 (in words: RMB only) on the date when Party C's qualification certificate is read out.
Phase I: Party A shall pay the equity transfer amount of RMB _ _ _ _ _ _ _ _ ten thousand Yuan (in words: RMB _ _ _ _) to the bank account designated by Party B. ..
Phase II: Within calendar days after all shareholders and legal representatives complete the industrial and commercial registration procedures (the date when the target company obtains a new business license), unless otherwise agreed in this Agreement, Party A shall pay RMB _ _ _ _ _ _ _ _ _ _ _ _. If Party A fails to pay the equity transfer payment on time according to the provisions of this agreement, it shall pay Party B 5% of the total price of the agreement as liquidated damages for each day overdue, which shall be paid by Party A to Party B. Both parties shall do their best to complete the registration procedures for industrial and commercial change of the company's equity within 30 days from the date of signing this agreement. Party A is responsible for hiring qualified institutions to handle the formalities of equity change, and Party B is responsible for cooperating with the formalities of company equity change and industrial and commercial business license. If the industrial and commercial registration is not completed within months after Party A pays the share purchase price agreed in Article 2.4 (except for the Notice of Acceptance of Industrial and Commercial Change issued by the industrial and commercial department), and both parties fail to reach an agreement to extend the registration, Party B and Party C will unconditionally refund all the fees paid by Party A in full within working days after Party A obtains the equity of Party B, and the interest will be calculated according to the commercial loan interest rate announced by the People's Bank of China at that time. Party B shall, within two days after receiving each equity transfer payment, provide Party A with a written proof that it has received the relevant equity transfer payment. Each party to this Agreement shall pay any taxes related to its own operation according to the laws of China. Party A has the right to recover from Party B if the tax authorities force withholding tax from Party A due to Party B's failure to fulfill its tax obligations. ..
Three. Commitments and warranties statements and warranties. In order to achieve the purpose of this agreement, Party B, as the original shareholder and the person in charge of the operation of the company, hereby jointly represents and guarantees to Party A as follows: Party B guarantees that the capital contribution has been completed in a timely and complete manner in accordance with the provisions of the Articles of Association, and the company has maintained the integrity of its capital contribution since the completion of the capital contribution, without any registered capital flight or transfer of assets. Party B * * * jointly and individually guarantees that the operating conditions and risks of the Company have been fully and completely disclosed to Party A by the date of signing this Agreement, and there are no contingencies or risks that damage Party A.. As of the date when Party A takes over the management right of the company, there are no other subsidiaries or investment joint-stock companies under the name of Party C. Party B shall provide Party A with the documents, materials and information listed for the performance of this agreement, and Party B shall guarantee that the above documents, materials and information truly, completely and accurately reflect the financial status and operating results of the company in the same period. Except for the matters that have been disclosed to Party A in writing, the company enjoys complete and full ownership of the property and creditor's rights under its name that have been disclosed to Party A. There are no other forms of guarantee, mortgage, pledge, lien, deposit or other security interests in the company's property, and there are no other forms of ownership or other third-party rights. Commitments of the parties to the agreement. From the effective date of this agreement, each party shall: once it finds any statement and guarantee that violates the provisions of this agreement, it shall immediately disclose it to the other party in writing. Party B promises that by the date of signing this Agreement, the company's operating conditions, creditor's rights and debts have been fully and completely disclosed to Party A, and have been fairly listed in relevant financial statements and supplementary materials. Creditor's rights and debts before the effective date of this Agreement shall be enjoyed or borne by Party B, and Party A shall not bear any debts of Party B and the Company. If Party A suffers losses as a result, Party B shall compensate Party A for all the losses suffered as a result. The fixed assets owned by the company and any problems related to the fixed assets shall be handled and solved by Party B itself, and shall not be handed over to Party A. If there are any problems arising from the disposal of the fixed assets, Party B shall bear all the responsibilities.
Four. After the employee stays and Party A officially takes over the management of the company, the company or the party designated by Party A shall re-sign the labor contract and confidentiality and non-competition contract with the employee (if any) who Party A decides to stay; Party B shall be responsible for arranging or dismissing employees who Party A decides not to stay, and Party B shall be responsible for any related resignation expenses.
Verb (abbreviation of verb) Obligation of confidentiality Unless required by law, government or court or agreed by all parties to this agreement, neither the parties to this agreement nor the company shall disclose or divulge any contents of this agreement, information related to this agreement, any documents, materials and information they obtained from other parties, or any documents, materials, information, technical secrets or business secrets of the company to any individual, enterprise, unit or government agency outside this agreement; The disclosure of the above-mentioned documents, materials and information by the parties to this agreement and the company due to work needs does not violate the confidentiality obligations under this agreement: with the consent of the parties to this agreement, the articles of association and the shareholding of shareholders are disclosed; Internal disclosures made by both parties to this agreement to managers, managers, technicians and employees who must obtain the above documents, materials and information in order to participate in the transactions under this agreement; Disclosure to their respective lawyers and accountants within the necessary scope; To disclose consulting professional issues to relevant professional institutions and personnel within the necessary scope with the consent of other parties; The disclosure of the above license shall not exceed the necessary limit, and the disclosing party must take measures to urge the personnel or institutions receiving the above documents, materials and information to keep secrets; The disclosure of information by either party in accordance with this clause shall not harm the interests of the other party. After the dissolution or termination of this agreement, the confidentiality obligations stipulated in this article shall still be binding on all parties to this agreement.
Intransitive verbs: liability for breach of contract and compensation for breach of contract. If either party breaches this Agreement, and the default status has not changed within 30 working days after receiving the notice from the observant party, the breaching party shall compensate the observant party for all losses, damages, liabilities, costs or expenses caused by its breach, including but not limited to reasonable litigation/arbitration fees, notary fees and attorney fees. Unless otherwise agreed by both parties, if this agreement is terminated,