1. Party A and Party B merge by absorption, Party A absorbs Party B to continue to exist, and Party B is dissolved.
Two. The merger date of Party A and Party B is April 30, 2008. However, if the merger formalities cannot be completed on the same day, both parties may agree to postpone it.
3. The existing total capital of Party A is 262,535194.25 yuan, and its total shares are 262 15742 shares, each share is 10.0 1 yuan. As Party B is a wholly-owned subsidiary of Party A, the amount per share will remain unchanged after the merger. Bbs.canet.com.cn* R/ N The total existing capital of Party B is 57,405,042.63 yuan, and the total number of shares is 65,438+0,965,438+0,000,300 shares, with a share amount of 3,065,438+0 yuan.
Four. All property, rights and obligations of Party B on the merger date shall be unconditionally borne by Party A. ..
5. From the effective date of this agreement to the date of merger, Party B shall continue to manage its business with the attention of kind managers. But dealing with property, undertaking obligations, spending 10000 yuan or more, etc. Party A must agree.
6. All the managers and employees of Party B will naturally become the managers and employees of Party A after the merger, and their working years, wages and other working conditions will remain unchanged. This restriction does not apply to individual workers who change jobs.
Seven. Matters not covered in this agreement shall be decided by the representatives of Party A and Party B through consultation.
Eight. Party A and Party B shall, within one week from the date of signing this Agreement, apply to the relevant leading authorities for merger. When the merger application of one or both parties is not approved by the competent authority, this agreement will be invalid.
Nine. After the merger application is approved, Party A and Party B shall convene a general meeting of shareholders to discuss and pass this agreement. When the shareholders' meeting of one or both parties fails to pass, this agreement will become invalid.
X this agreement is made in quadruplicate, two for each party, and four copies are equally authentic.
Party A: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Name: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Address: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Legal Representative: (Signature) _ _ _ _ _ _ _
Party B: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Name: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Address: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Legal Representative: (Signature) _ _ _ _ _ _ _
Year, month and day on the ground