Representative of the Transferor: _ _ _ _ _ _ _
1, name: _ _ _ _ _ _ Gender: _ _ _ _ _ _ ID number: _ _ _ _ _ _ _
2. Name: _ _ _ _ _ _ Gender: _ _ _ _ _ ID number: _ _ _ _ _ _ _ _
3. Name: _ _ _ _ _ _ Gender: _ _ _ _ _ ID number: _ _ _ _ _ _ _ _
4. Name: _ _ _ _ _ _ Gender: _ _ _ _ _ ID number: _ _ _ _ _ _ _
5. Name: _ _ _ _ _ _ Gender: _ _ _ _ _ ID number: _ _ _ _ _ _
Transferee (hereinafter referred to as Party B): a labor service company _ _ _ _ _
Address: _ _ _ _ _ _
Legal Representative: _ _ _ _ _ _
In view of Party A's intention to transfer all its equity invested in a limited company (hereinafter referred to as the company) as a whole, Party A and Party B have signed the Intention Contract for Equity Acquisition (hereinafter referred to as the Intention Contract) on 20xx1October 27th, and according to the agreement in the Intention Contract, Party A and Party B have actually fulfilled the handover of the paint company. At present, the conditions for Party B to acquire all the shares of the coating company held by Party A are basically met. According to the provisions of the Civil Law of People's Republic of China (PRC), the Company Law of People's Republic of China (PRC) and other relevant laws and regulations and the provisions of Article 10 of the Intention Contract, Party A and Party B have all transferred all the shares of the paint company (hereinafter referred to as the paint company) on the basis of equality, voluntariness and fairness.
Article 1 Existing shareholding structure of coating company
1- 1 Coating Company was originally a limited liability company established with the contribution of Party A, with the legal representative of _ _ _ _ _ _ and the registered capital of RMB _ _ _ _ _. See Annex 9 of the Intention Contract for the composition of the original shareholders, their respective contributions and proportions.
1-2 According to the Intention Contract, during the handover of the coating company, Party A has voluntarily gone through the change registration. The current legal representative of the coating company is _ _ _ _ _ _, and the registered capital is RMB _ _ _ _ _. See Annex 1 for the composition of existing shareholders, their respective capital contributions and capital contribution ratio.
Article 2 Form for Party B to acquire the overall equity of Party A: Party A voluntarily transfers all its capital contribution to Party B. After Party B takes over the equity of Party A as a whole, Party B will have absolute control over the paint company, and the remaining capital contribution will be determined by Party B. The specific transferee shall be subject to the changed industrial and commercial archives of the paint company.
Article 3 Price of Party A's overall transfer of equity
3- 1 The overall equity transfer price of Party A is based on the net assets of its corresponding coating company, and finally the effective evaluation report issued by an evaluation agency with corresponding qualifications shall prevail (Annex 2).
3-2 According to the appraisal report mentioned in the preceding paragraph, the total price of Party A's equity transfer is RMB _ _ _ _ _ _ _ ten thousand Yuan only. Among them, the value of physical assets is _ _ _ _ _ million yuan only, and the value of registered trademarks is _ _ _ _ _ million yuan only. Party B receives all the shares of Party A at the price of RMB [omitted]10,000 yuan, including _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Article 4 Payment Method According to the intent contract, Party B has paid 65% of the total price to Party A. On the effective date of this share purchase contract, except for 15% of the total price as the security deposit, Party B will pay all the remaining 20% of the total price to Party A, and the authorized representative of Party A will check and issue a receipt.
Article 5 Follow-up assistance for asset transfer Both parties have fully handed over the assets of the coating company in advance according to the Agreement of Intention Contract. After the equity purchase contract comes into effect, Party B and its designated personnel will formally take over the paint company. Party A and its former employees shall actively hand over the remaining related work, and reasonably fulfill the obligations of notification, confidentiality, explanation and assistance to all matters involving the original coating company according to the principle of good faith.
Article 6 Asset Verification Documents Party A and Party B have fully handed over the assets of the coating company in advance according to the Agreement of Intention Contract. The true, accurate and complete balance sheet and asset transfer list of the coating company recognized by both parties in this handover work are attached as Annexes 3 and 4 of this equity purchase contract.
Article 7 Creditor's Rights and Debts of Coating Company
7- 1 Before this contract comes into effect, all debts incurred by Party A and the company in the process of operating and managing the coating company shall be borne by Party A, and all creditor's rights generated shall be enjoyed by Party A. Party A promises that all creditor's rights and debts of the original coating company have been paid off on the effective date of this contract.
7-2 After this contract comes into effect, all creditor's rights and debts arising from the operation and management of the coating company shall be enjoyed and borne by Party B. ..
Article 8 Delivery of Rights On the effective date of this share purchase contract, all the rights enjoyed by Party A according to the Company Law and the Articles of Association of the Coatings Company are officially transferred to Party B, and Party B and its assignee formally enjoy all the shareholder rights stipulated in the Company Law and the Articles of Association of the Coatings Company.
Article 9 The taxes payable due to the signing and performance of this contract shall be borne by both taxpayers.
Article 10 Liability for breach of contract If Party A and Party B damage the legitimate rights and interests of the other party due to their respective debts, the breaching party shall promptly compensate the observant party for all losses (including direct losses and indirect losses) and pay the observant party a penalty of 5% of the total price.
Article 11 For the matters not covered in the supplement and revision, both parties shall make the supplement and revision based on the principle of good faith and after full consultation. The supplementary contract thus formed has the same effect as this contract.
Article 12 Attachments The following attachments are an important part of this contract (after the third item, it is the modified license of Harbin Coatings Co., Ltd.):
1. Both parties signed a letter of intent for equity purchase;
2. Resolution of the Sixth General Meeting of Shareholders of Harbin Coatings Co., Ltd. on equity transfer;
3. Tax registration certificate;
4. Temporary pollutant discharge permit;
5. Business license of enterprise legal person;
6. People's Republic of China (PRC) Organization Code Certificate;
Article 13 Supplementary Provisions
13- 1 This contract is the final equity purchase contract of both parties and is binding on both parties.
13-2 This contract is made in ten copies, with each party holding five copies. This contract shall come into effect after being signed and sealed by both parties.
Representative of Party A (signature): _ _ _ _ _ _
1: Name: _ _ _ _ _ _
2. Name: _ _ _ _ _ _
3. Name: _ _ _ _ _ _
4. Name: _ _ _ _ _ _
5: Name: _ _ _ _ _ _
Party B (Seal): _ _ _ _ _ _
Legal representative (signature): _ _ _ _ _
Signing time: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _