Overall Transfer Agreement of the Company 1 Transferor (hereinafter referred to as Party A): _ _ _ _ _ _ _ _ _ _ _ Limited liability company.
Address: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Legal Representative (hereinafter referred to as Party A): _ _ _ _ _ _ _ _ _ _ _ _
Shareholders of the Transferor (hereinafter referred to as Party A): _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
1. Name: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
2. Name: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
3. Name: _ _ _ _ _ _, gender: _ _ _ _ _, ID number: _ _ _ _ _ _ _ _ _ _
Transferee (hereinafter referred to as Party B): _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Gender: _ _ _ _ _ _ ID number: _ _ _ _ _ _ _ _ _ _
Since Party A wants to transfer all the shares of the limited liability company (hereinafter referred to as the company) invested and operated by Party A to Party B, Party A and Party B have entered into this equity transfer agreement on the basis of equality, voluntariness and fairness in accordance with the provisions of the Civil Code of People's Republic of China (PRC), the Company Law and other relevant laws and regulations.
I. Transfer Contents
1. Our company was originally a limited liability company funded by _ _ _ _ _ _ _ _ _ _ _. The legal representative is _ _ _ _ _ _ _, and the registered capital is RMB _ _ _ _ _. Business scope: _ _ _ _ _ _ _ _ _ _ _ _. The composition of the original shareholders of the Company, their respective contribution amounts and contribution ratios are as follows: See the Annex for details.
2. Party A changes the name, legal representative, authority, industrial and commercial business license, articles of association and other relevant documents, materials and certificates of _ _ _ _ _ _ _ Co., Ltd. and hands them over to Party B. After receiving the equity and assets of the above-mentioned company, Party B shall enjoy 65,438+000% equity and corresponding shareholder rights according to law. After the transfer formalities are completed, Party B shall enjoy the ownership and management right of _ _ _ _ _ _ _ limited liability company.
3. After the change of registration, the legal representative of the company is _ _ _ _, and the registered capital is RMB _ _ _ _ _. After the change of the company, the composition of shareholders, their respective capital contributions and capital contribution ratio are as follows:
Second, the transfer price and payment method
1. Party A voluntarily transfers all its capital contributions to Party B. After Party B takes over the equity of Party A as a whole, Party B will have absolute control over the company. The specific transferee shall be subject to the changed company's industrial and commercial archives.
2. Party A and Party B agree that the total transfer price of the company is RMB _ _ _ _ _ _ _ _ _ (￥).
3. The above transfer price shall be remitted by Party B to the bank account designated by Party A. The name of the account designated by Party A is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Three. Details and scope of asset transfer
1. After this contract comes into effect, both parties shall make delivery according to the asset list confirmed by both parties within working days, and complete delivery within working days after this contract comes into effect. During this period, Party A and Party B agree to guarantee the safety and integrity of the transferred property. In the process of delivery, both parties shall provide convenience for each other's work.
2. After the delivery is completed, Party A and Party B shall sign the asset handover list, and Party A shall timely fulfill the obligation of notification, confidentiality, explanation and assistance for all matters involving the original company according to the principle of good faith, otherwise it shall compensate all losses caused to Party B. ..
3. Party A shall go through the relevant change registration procedures with Party B in accordance with relevant national regulations, and actively assist Party B to go through the company change registration. All expenses required for this company change registration shall be borne by Party A and Party B respectively according to law.
4. The true, accurate and complete balance sheet of the company formed by Party A and Party B in the handover work and the assets and equity in the Assets Handover List recognized by both parties are taken as the scope of asset transfer of this equity transfer contract.
Four. Creditor's rights and debts and employee placement, etc.
1. Before this contract comes into effect, all debts, taxes and fees incurred by Party A and the Company in the course of operation and management shall be borne by Party A itself, and all creditor's rights arising therefrom shall be enjoyed by Party A.. ..
2. Party A guarantees all assets and equity of the company. It has not been mortgaged or guaranteed before the Contract comes into effect, and all the assets handed over by the Company to Party B have no disputes with any third party on creditor's rights and debts. If others bring a lawsuit, arbitration or take other measures to claim any rights against Party A, the company or Party B due to Party A's reasons, Party A shall voluntarily compensate Party B for the losses caused thereby (the uncompensated part shall be subject to the actual losses), and at the same time, Party A shall bear all the legal fees, preservation fees, notarization fees, inquiry fees, lawyer's agency fees, transportation fees and photocopying fees caused by Party B..
3. Before the transfer of the company and its equity, Party A guarantees that all the original employees of the company will be properly placed before this contract comes into effect, and the required expenses will be borne by Party A. Party A does not owe the original employees wages, insurance and other benefits, and there is no dispute over creditor's rights and debts. Where the employee placement dispute caused by Party A causes losses to Party B, Party A shall voluntarily compensate Party B for the losses of _ _ _ _ _ _ _ _.
Verb (abbreviation for verb) tax burden
Party A and Party B voluntarily bear the taxes and fees that should be paid by them due to the signing and performance of this Agreement.
Delivery of intransitive verb rights
After this contract comes into effect and all the industrial and commercial registration procedures of the company's shares are changed, all the rights enjoyed by Party A according to the Company Law and the Articles of Association are formally transferred to Party B, and Party B and its assignee formally enjoy all the rights of shareholders according to the Company Law and the Articles of Association, and all the creditor's rights and debts arising from Party B's operation and management of the company are enjoyed and borne by Party B. ..
Seven. Rights, obligations and responsibilities for breach of contract
1. Both parties shall abide by the provisions of this agreement and perform their respective obligations. If either party suspends the performance of this Agreement without authorization, it shall pay about RMB to the other party as compensation for the losses caused by the suspension of the Contract, and bear all the legal fees, preservation fees, notarization fees, inquiry fees, lawyer's agency fees, transportation fees, photocopying fees and so on incurred by the observant party.
2. Party B shall pay the equity transfer price to Party A in strict accordance with the time stipulated in this contract, otherwise, it shall pay Party A the penalty for overdue payment according to the total amount of overdue payment and the bank loan interest rate for the same period for each day overdue.
4. Party A shall timely transfer the company's assets as a whole in accordance with the provisions of this contract, and ensure that the ownership of the transferred company's assets is uncontroversial and the details of asset transfer verified by both parties are complete; Otherwise, Party A shall compensate Party B for all economic losses (including direct losses and indirect losses), and pay liquidated damages to Party B at 65,438+00% of the transfer price of this contract, and bear all legal fees, preservation fees, notarization fees, inquiry fees, lawyer's agency fees, transportation fees and photocopying fees incurred by Party B therefrom.
5. Party A guarantees that all documents and materials provided in this agreement are true and legal; Otherwise, Party A shall compensate Party B for all economic losses (including direct losses and indirect losses), pay liquidated damages to Party B at _ _ _ _% of the transfer price of this contract, and bear all legal fees, preservation fees, notarization fees, inquiry fees, attorney's fees, transportation fees and photocopying fees incurred by Party B therefrom.
6. If Party A and Party B fail to complete the delivery of property rights within the specified time limit, if it is caused by force majeure, the breaching party shall bear the liability for breach of contract and pay liquidated damages to the other party according to _ _ _% of the transfer price of this contract. If the liquidated damages are insufficient to compensate the other party's losses, the breaching party shall continue to pay.
7. 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 compensate the observant party for all losses (including direct losses and indirect losses), pay liquidated damages to the observant party at _ _ _ _% of the transfer price of this contract, and bear all legal fees, security fees, notarization fees, inquiry fees, attorney fees, transportation fees and photocopying fees incurred by the observant party.
Eight. Dispute resolution method
In case of any dispute over the performance of this Agreement, Party A and Party B shall try their best to settle it through negotiation. If negotiation fails, both parties agree to bring a lawsuit to the people's court where the company is registered.
Nine. additional
The following annexes are an integral part of this contract:
1. The composition of the original shareholders of the company, their respective capital contributions and capital contribution ratio;
2. The composition of the company's existing shareholders, their respective capital contributions and capital contribution ratio;
3. List of company assets and list of assets transfer;
4. Resolution of the company's general meeting of shareholders on equity transfer;
5. Tax registration certificate, land use certificate and house ownership certificate;
6. Business license of enterprise legal person;
7. People's Republic of China (PRC) Organization Code Certificate;
8. Contracts, documents and other materials of relevant companies before the signing of this contract.
X. supplementary provisions
This agreement is signed in the form of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ The annexes to this contract have the same legal effect as this contract.
Transferor (Party A): _ _ _ _ _ _ _ _ _ _ _ limited liability company.
Legal Representative: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Representative of the transferor's shareholders (signature): _ _ _ _ _ _
1. Name: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
2. Name: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
3. Name: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Transferee (Party B): _ _ _ _ _ _ _ _ _ _ _
ID number: _ _ _ _ _ _ _ _ _ _ _ _ _
Contract signing place: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
The signing date of this contract is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Overall Transfer Agreement II of the Company: _ _ _ _ _ _ (hereinafter referred to as Party A)
Transferee: _ _ _ _ _ _ _ (hereinafter referred to as Party B)
According to the provisions of relevant laws and regulations, Party A and Party B have reached an agreement on the transfer of _ _ _ _ _ _ _.
I. Subject matter of transfer
The subject matter transferred by Party A to Party B is that Party A legally holds% equity of the target company.
Two. Representations and warranties of all parties.
1. Party A's representations and warranties:
(1) Party A is a legal person established and existing in accordance with the law, with independent civil capacity.
(2) Party A is a shareholder of the target company, and legally holds _ _ _ _ _ _ _ _ _ _ _% equity of the target company.
(3) Party A promises to transfer the equity of the target company it holds to Party B without guaranteeing, pledging or enjoying any other rights and interests of any third party, nor is it restricted by any judicial department.
(4) Party A promises that its transfer of equity to Party B has been approved by its decision-making body.
(5) Party A promises to actively assist Party B in handling relevant equity transfer and transfer procedures; Before the relevant formalities are completed, Party A shall not dispose of any assets of the target company, nor provide guarantee or mortgage for others in the name of the target company.
(6) Party A confirms that before the signing of this Agreement, the legal person qualification, legal operation and legal existence, property ownership, creditor's rights and debts, taxation, litigation and arbitration of the target company and other disputes or events or factors that may adversely affect the company are true, accurate and complete, without any falsehood, falsehood or concealment, and is willing to bear any legal responsibilities caused by improper disclosure of the target company and itself.
2. Party B's representations and warranties:
(1) Party B is a company legal person established and existing according to law, and has independent civil capacity.
(2) Party B has obtained the approval of the competent authority for Party A's transfer of% equity of the target company this time, and has some knowledge of the basic situation of the target company.
(3) Party B guarantees that it has the ability to pay the price of this equity transfer.
(4) Party B guarantees that it will further promote and support the development of the target company after its shareholding.
1. Party A and Party B agree and confirm that the equity transfer price under this agreement is RMB.
2. Party A and Party B agree that within _ _ _% of the equity of the target company is transferred to Party B's name, Party B shall pay the equity transfer fee to Party A in one lump sum, and Party A shall issue a compliance receipt to Party B..
Three. Conditions for the entry into force of the agreement
This agreement will take effect only when the following two conditions are met. On condition that:
1. This agreement has been formally signed by both parties.
2. This agreement has been authorized and approved by the authorities of all parties (board of directors or shareholders' meeting).
Four. Conditions for the completion of equity transfer
1. Party A and Party B complete all procedures related to equity transfer specified in this agreement, and transfer _ _ _% equity of the transferred target company to Party B's name.
2. The register of shareholders, articles of association and industrial and commercial registration documents of the target company have clearly stated the amount of equity held by Party B. ..
Verb (abbreviation of verb) liability for breach of contract
1. Both parties shall fully perform the contents agreed in this agreement. Any party's failure to perform the provisions of this agreement or its subsidiary and supplementary provisions shall be regarded as the other party's breach of contract, and the other party has the right to demand the other party to pay liquidated damages and compensate the corresponding losses.
2. The liquidated damages of this agreement are 5% of the total price of this equity transfer, and the losses only refer to the direct and actual losses of one party, excluding others.
3. The party that abides by this Agreement may still request to continue or terminate the performance of this Agreement on the premise that the breaching party shall be investigated for breach of contract.
Alteration and termination of intransitive verb agreement
1. This agreement can only be modified or supplemented after both parties reach a consensus and sign a written supplementary agreement.
2. Both parties agree that this agreement will be terminated under the following circumstances:
(1) Party A and Party B have fully fulfilled their obligations under this agreement and fully realized their rights under this agreement.
(2) Party A and Party B agree to dissolve this Agreement through negotiation.
(3) The equity transfer agreed in this Agreement has not been approved by the relevant competent authorities for other reasons.
When this Agreement is terminated due to the above reasons (2) and (3), Party A shall fully return the equity transfer price paid by Party B within 10 days.
3. After the rights and obligations of this Agreement are terminated, both parties shall abide by the principle of good faith and perform the obligations of notification, assistance and confidentiality according to the trading habits.
Seven. secret
Neither party shall disclose, divulge or spread to the public or any third party the business secrets of the other party's production, operation, investment, etc. that it has learned during the negotiation, signing and performance of this agreement; Nor shall they use such trade secrets for their own or others' benefit; Unless it is:
(1) legal requirements;
(2) Requirements of social public interests;
(3) The other party agrees in writing in advance.
Eight. supplementary terms
1. Any dispute arising from the performance of this Agreement shall be settled by both parties through friendly negotiation. If negotiation fails, either party may bring a lawsuit to the people's court with jurisdiction in the place where the agreement is signed.
2. Matters not covered in this Agreement shall be settled by both parties through friendly negotiation, and a supplementary agreement may be signed separately. The supplementary agreement has the same legal effect as this Agreement.
3. This Agreement is made in quadruplicate, one for each party, one for the target company and one for the company registration authority.
Transferor (Party A): _ _ _ _ _ _ _ (seal)
Transferee (Party B): _ _ _ _ _ _ _ (seal)
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