Party A (Transferor):
Company domicile:
Legal representative:
Party b:? [? Shareholders of Real Estate Development Co., Ltd.]
Company domicile:
Legal representative:
Party C (transferee):
Company domicile:
Legal representative:
Whereas:
1、 ? Real estate development co., ltd. (hereinafter referred to as "the company") was established in? Year? Month? Japan is a limited liability company legally established and effectively existing under the laws of China, and its legal representative is? What is the registered capital? Ten thousand yuan, registered address? , belonging to real estate development enterprises.
2. Party A and Party B are legal and effective shareholders of the company respectively, holding? % and? % equity.
3、 ? The general situation of the project and land use of Real Estate Development Co., Ltd. is as follows:
3. 1? Project name:
3.2? Project location:
3.3? Item 4: East to _ _ _ _ _ _ _; From _ _ _ _ _ _ _ to the south; West of _ _ _ _ _ _; The northern edge _ _ _ _ _ _ _ _.
3.4? General situation of land use: project planning area:? Mu, of which construction land area: about? Mu, land acquisition area: about? Mu; The planned use is: commercial housing, commercial and public facilities, and the planned plot ratio is? , the total planned construction area is about? Ten thousand square meters, minutes? Stage development.
3.4. 1? Phase I: The name of the project is, and the planned area is about? Mu, the construction land area is about mu, and the land acquisition area is about? Mu, what is the plot ratio? , the planned use is:.
3.4.2? Phase II: The project name is, and the planned area is about? Mu, the construction land area is about mu, and the land acquisition area is about? Mu, what is the plot ratio? , the planned use is:.
3.4.3? Phase III: The project name is, and the planned area is about? Mu, the construction land area is about mu, and the land acquisition area is about? Mu, what is the plot ratio? , the planned use is:.
4、 ? Real Estate Development Co., Ltd. has obtained the following government approvals and legal documents:
4. 1? Business license of enterprise as a legal person, tax registration certificate, capital verification report of registered capital and qualification certificate of real estate development enterprise;
4.2? Approval of project proposals of the Development Planning Commission and the Development and Reform Commission? Number;
4.3 Notice of the Planning Commission approving the design scheme, with the approval number;
4.4 Construction land planning permit;
4.5 In the land transfer contract, the term "land (joint venture)" (? ) number;
4.6 State-owned land use certificate, national use (? ) number;
4.7 List of the company's net assets, creditor's rights and debts (see Annex I).
5. Party A decides to transfer% of its shares in the company to Party C according to the terms and methods agreed in this agreement, and Party C decides to accept these shares.
Therefore, through negotiation, both parties to this agreement have reached the following terms and conditions on the equity transfer mentioned in this agreement for their compliance:
Rule number one Equity transfer
1. 1 article? According to the terms and methods agreed in this agreement, the company that Party A agrees to hold as the legal holder of the company's equity? % equity is transferred to Party C; Party C agrees to accept these shares.
Article 65438 +0.2? Party B agrees to give up the priority of transferring the equity in this agreement, and agrees that Party A will transfer the equity to Party C. ..
Article 65438 +0.3? After the above equity transfer is completed, the shareholding ratio of the company's shareholders is that Party A holds the company's equity? %, Party B holds the equity of the company? %, Party C holds the company's equity? %。
Rule number two Transfer price and payment method
Article 2.65438 +0? All parties to the agreement unanimously agree and confirm that Party A transfers the company? % equity to Party C, and Party C shall pay the equity transfer price? Party A has ten thousand yuan in cash. ..
Article 2.2? Party C agrees to pay compensation to Party A, totaling RMB10,000.00 Yuan, to pay all expenses paid by Party A for this project, including land acquisition compensation, demolition fee, land transfer fee and corresponding deed tax, as well as the expenses paid in the previous period (see Appendix 2 "Expense Table" for details).
Article 2.3? Upon unanimous agreement and confirmation of all parties to the agreement, the total amount of the above equity transfer price and compensation fee? Can you divide 10 thousand yuan? Pay Party A in time.
Article 2.4? Stage 1: On the day when Party A and Party B submit the industrial and commercial change registration materials to the industrial and commercial department and obtain the acceptance notice of industrial and commercial change registration, Party C shall pay Party A? Ten thousand yuan.
Article 2.5? Stage 2: Where should Party C be? Year? Month? Pay Party A before? Ten thousand yuan.
Article 2.6? Stage 3: Where should Party C be? Year? Month? Pay Party A before? Ten thousand yuan.
Article 2.7? Stage 4: Where should Party C be? Year? Month? Pay the remaining RMB to Party A before? Ten thousand yuan.
Rule three. The operation of the company
Article 3.65438 +0? All parties to the agreement unanimously agree and confirm that since the date when Party C completes the payment obligations stipulated in Article 2.4 of this agreement? All industrial and commercial change registration procedures required for equity transfer shall be completed within working days.
Article 3.2? All parties to the agreement unanimously agree and confirm that * * * is authorized to go through all legal procedures required for equity transfer until the company completes the change registration procedures and obtains a new business license as an enterprise legal person.
Article 3.3? Due to the change of the company's shareholder structure, the new shareholder Party C and the original shareholders Party A and Party B will reorganize the board of directors and the board of supervisors. Among them, the board members are? Personnel designated by Party A? Director appointed by Party B? Director appointed by Party C? Director, and agreed to pass? Party A sends personnel to serve as the legal representative (chairman) of the company; The members of the board of supervisors are still? Personnel designated by Party A? The supervisor shall be appointed by Party B? Supervisor, appointed by Party C? Supervisor. General manager by? Party designation.
Article 3.4? Due to changes in the shareholder structure of the company, the new shareholder Party C and the original shareholders Party A and Party B will modify the Articles of Association, which will take effect after being approved by the industrial and commercial registration authority. In view of Party C's special status as a venture capitalist, all parties agree to make the following provisions in the Articles of Association:
1.？ The chief financial officer of the company is appointed by Party C, who is fully responsible for the financial management of the company.
2.？ When the shareholders' meeting considers the following major issues, Party C has one veto, that is, if Party C votes against these proposals, they will not be passed:
(1) profit distribution plan and loss compensation plan;
(2) Annual financial budget and final accounts;
(3) amending the articles of association.
(4) matters such as the increase or decrease of registered capital, merger, division, change of corporate form, dissolution and liquidation of the company;
(5) Investing in other enterprises or participating in project cooperation, where the capital contribution or investment amount exceeds the net assets of the company 10% (inclusive) or the absolute amount is? Acts of more than 10,000 yuan (inclusive);
(6) The company disposes of assets (including but not limited to the sale, mortgage, transfer, gift and transfer of shareholders' rights and interests of intangible assets and tangible assets), and the target amount exceeds 65,438+00% (inclusive) of the company's net assets or the absolute amount is? Acts of more than 10,000 yuan (inclusive);
(7) Other matters.
Article 4? Warranties and commitments of Party A and/or Party B
Article 4.65438 +0? Guarantee and commitment of subject qualification
Article 4.65438 +0.65438 +0? Party A warrants and promises that it has the complete right to dispose of the company's equity held by it, and there is no priority, lien, mortgage or other restrictive rights and interests in the equity, no contingent liabilities or other potential responsibilities or obligations, and no litigation, arbitration or disputes against the equity.
Article 4. 1.2? Party A warrants and promises that it, as a legal and effective shareholder and equity transferor of the Company, effectively signs this Agreement.
Article 4. 1.3? Party B warrants and promises that, as a legal and effective shareholder of the Company, it has effectively signed this Agreement and obtained the relevant authorization required for signing this Agreement.
Article 4. 1.4? Party B guarantees and promises to give up transferring the company from Party A to Party C? Pre-emptive right of% equity.
Article 4.65438 +0.5? Party A and Party B guarantee and promise that the equity transfer under this agreement has been approved by the board of directors and/or the general meeting of shareholders, and an effective resolution has been made at the general meeting of shareholders.
Article 4.2? Warranties and commitments concerning assets and business.
Article 4.2.65438 +0? Party A and Party B guarantee and promise that all assets of the company are legally and effectively owned, and the company has complete and effective ownership of these assets. Except the information that has been directly disclosed to Party C, there is no mortgage, pledge or guarantee for itself or others.
Article 4.2.2? Party A and Party B guarantee and promise that the company mainly engages in? The real estate project development enterprise has obtained all the qualification certificates and relevant approvals required to engage in this business, and guarantees that this equity transfer will not affect the company to continue to hold all the above qualification certificates and relevant approvals and continue to engage in this business.
Article 4.2.3? Party A and Party B guarantee and promise to be responsible? Obtained by transfer? Land use rights and development rights of real estate projects until all government documents and legal documents of the project are approved, and responsible for coordinating the work of relevant government departments.
Article 4.2.4? Party A and Party B guarantee and promise that, as of the effective date of this agreement, the company's production and operation activities are in line with the provisions of national laws and regulations and the business scope approved by the company's business license, and the company has the right to continue to operate these assets and businesses after the completion of this equity transfer.
Article 4.2.5? Party A and Party B guarantee and promise that all written materials such as documents and materials delivered by Party A and Party B to Party C are authentic. If the written material is a copy, it is consistent with the original.
Article 4.2.6? Party A and Party B guarantee and promise that on the day when Party C fulfills the payment obligations agreed in Article 2.4 of this Agreement, Party A and Party B will? For the convenience of Party C, show Party C all the documents of the real estate project. Construction and management of real estate projects.
Article 4.3? Guarantees and commitments on financial status and taxes.
Article 4.3.65438 +0? Party A and Party B guarantee and promise that the financial statements and related financial documents provided to Party C are true, accurate, complete and effective, and truly and fairly reflect the assets, liabilities (including contingent liabilities, liabilities with undetermined amount or disputed liabilities) and profits and losses of the Company as of the effective date of this Agreement. ?
Article 4.3.2? Party A and Party B guarantee and promise that as of the effective date of this Agreement, the Company has paid all taxes due and payable in accordance with the taxes stipulated by the national and local tax authorities, and there is no need to pay or repay them, and there is no incident of being punished for violating relevant tax regulations and fees.
Article 4.3.3? Party A and Party B guarantee that Party A and Party B will truthfully and comprehensively disclose to Party C all matters that they have or have evidence that will have a significant adverse impact on the company's operation and management, and guarantee the authenticity of the company's balance sheet provided to Party C. ..
Article 5? Warranties and commitments of Party C
Article 5.65438 +0? Party C warrants and promises that Party C is a limited company established in accordance with the laws in force in China, which effectively exists and operates legally. Its establishment is a legal person organization authorized by the government to conduct business activities according to law.
Article 5.2? Since the date of signing this Agreement, Party C has not had any events or threats that lead to its closure or termination or have a significant impact on its operation.
Article 5.3? Party C has all legal rights, capabilities and content authorization required for signing and performing this Agreement.
Article 5.4? Party C warrants and promises that the performance of this Agreement will not:
Article 5.4. 1? Violate or contradict the Articles of Association of Party C and other internal normative management documents with the highest effect.
Article 5.4.2? Violate any other contractual obligations that are legally binding on Party C. ..
Article 5.4.3? Violate the laws, regulations and government orders in force in China.
Article 6? keep secret
Article 6.65438 +0? The parties to this agreement promise that they will go through the relevant approval and filing procedures with the relevant government departments or the superior departments of both parties unless in accordance with the provisions of relevant laws and regulations; Or disclosed to a third party to fulfill the obligations or representations and guarantees under this Agreement; Or with the prior written consent of the other party to this agreement, either party to this agreement is obliged to keep confidential the matters under this agreement and the financial, legal, corporate management or other information about the company (except the information obtained through public channels) obtained as a result of this agreement, otherwise, the confidential party has the right to demand the disclosing party to compensate the economic losses caused thereby. This clause shall not become invalid due to the termination of this agreement.
Article 7? force majeure
Article 7.65438 +0? "Force majeure" under this agreement refers to the following facts: natural disasters, wars, etc. (Government administrative orders and other government factors are all within the scope of force majeure) Unforeseen, unavoidable and insurmountable circumstances of the parties to this agreement that lead to the non-performance of this agreement.
Article 7.2? If one party fails to perform its obligations under this agreement due to force majeure, it shall not be considered as a breach of contract. However, the party suffering from the above-mentioned force majeure event shall notify the other party in writing immediately after the event, and provide sufficient evidence to prove the occurrence and duration of the force majeure event within 15 days thereafter.
Article 7.3? In case of force majeure, both parties shall immediately consult with each other and seek a fair solution to minimize the impact of force majeure; If this Agreement needs to be dissolved due to force majeure, both parties shall settle it through consultation according to the specific conditions of contract performance.
Article 8 Liability for breach of contract
Article 8.65438 +0? Any party to this agreement who violates any of its warranties and commitments in this agreement shall constitute a breach of contract and bear corresponding liabilities for breach of contract.
Article 8.2? If either party violates or fails to perform part or all of its obligations under this agreement and causes actual losses to the other party, the breaching party is obliged to make full compensation.
Article 8.3? If Party C fails to pay the transfer price within the time limit stipulated in Article 2, Party C shall pay ten thousandths of the payable price per day from the overdue date? Liquidated damages. Where the overdue period exceeds 30 days, Party A has the right to terminate this Agreement, and Party C shall pay Party A liquidated damages? RMB10,000.00 Yuan, and Party A has the right to deduct the liquidated damages from the refundable amount paid by Party C.. If the liquidated damages are insufficient to compensate Party A's losses, Party A has the right to recover from Party C. ..
Article 8.4? If Party A and/or Party B violate the guarantees and commitments made in Article 4 of this agreement, resulting in the failure to complete the equity transfer agreed in this agreement or the company's inability to operate after the completion of the equity transfer or due to major debts of Party A and Party B, Party C has the right to unilaterally terminate this agreement, and Party A shall refund all the money paid by Party C and pay liquidated damages to Party C? Ten thousand yuan. If the liquidated damages are insufficient to compensate Party C's losses, Party C has the right to recover from Party A. ..
Article 9? Special agreement clause
Article 9.65438 +0? After negotiation, all parties agree that the equity transfer shall be made by? Party B is mainly responsible for organizing the operation and management of the company.
Article 9.2 All development expenses of real estate projects shall be borne by Party A, Party B and Party C respectively according to their respective shareholding ratios in the company, and such expenses shall be included in the company's cost.
Article 9.3? The parties to this agreement agree to take the date of signing this agreement as the benchmark date for each party to confirm the assets and liabilities of the company. Party A and Party B shall be responsible for paying off all debts incurred by the Company before the benchmark date. If litigation, arbitration or other restrictions on the company's administrative rights are caused by Party A and Party B, Party A and Party B shall be responsible for the settlement, and Party C shall not bear any economic and legal responsibilities.
Article 9.4? The parties to this agreement agree to sign another equity change agreement at the same time as signing this agreement. In case of breach of contract agreed in Article 8 of this Agreement, and in line with the conditions for dissolution of this Agreement, this equity change agreement will come into effect, and the observant party can go to the industrial and commercial department to register the equity change by itself with the equity change agreement, so as to restore the equity structure of the company to the state that both parties are shareholders of the company, and the defaulting party will bear corresponding liabilities for breach of contract according to this agreement. (as the case may be)
Article 9.5? In order to facilitate the registration of industrial and commercial changes, this agreement can adopt the equity transfer format contract uniformly formulated by the industrial and commercial departments. In case of conflict between the terms of the Uniform Format Contract and the terms of this Agreement, the terms of this Agreement shall prevail.
Article 10? Cost burden
Article 10. 1? All taxes and fees arising from the equity transfer under this agreement shall be handled in accordance with the provisions of laws and administrative regulations; If there is no provision, it shall be shared equally by all parties to the agreement.
Article 11? Termination of the agreement
Article 1 1. 1? This agreement will be automatically dissolved when the dissolution conditions agreed in this agreement are met.
Article 1 1.2? If both parties reach a written agreement, they can sign a written agreement to terminate this agreement.
Article 1 1.3? If either party exercises the right to unilaterally terminate the contract, it shall notify the other party 15 days in advance, and the notice shall be handled in accordance with Article 13.3.
Article 12? Settlement of disputes
Article 12. 1? If there is any dispute between the two parties concerning the performance or interpretation of this agreement, it shall be settled through negotiation first; If negotiation fails, the case shall be submitted to Yinchuan Arbitration Commission for arbitration, which shall apply its arbitration rules, and the final arbitration award shall be binding on both parties. Arbitration fees and attorney fees shall be borne by the losing party.
Article 13 Others
Article 13. 1? The annexes to this agreement are an integral part of this agreement and have the same legal effect as this agreement.
Article 13.2? If there are any matters not covered in the performance of this agreement, the parties may sign a supplementary agreement, which has the same legal effect as this agreement.
Article 13.3? Any document, reply and any other contact delivered by one party to the other party under this agreement must be delivered in writing to the address of the other party listed in this agreement or the change address notified by the other party in the manner described in this article. If it is sent by registered mail, it shall be deemed to have reached the other party on the seventh day after mailing (subject to the postmark date); If it is delivered directly, it shall be deemed as delivered when the other party signs for it.
Article 13.4? This agreement shall be established as of the date of signature or seal by all parties, and shall take effect as of the date when Party C pays the deposit to Party A. ..
Article 13.5? After the Agreement comes into effect, the original seal of the Company will no longer be used, except for accidents caused by industrial and commercial registration or other parties. After the industrial and commercial change registration is completed, a new seal will be activated.
Article 13.6? This Agreement is made in octuplicate, with Party A, Party B and Party C holding two copies respectively. One copy is submitted to the industrial and commercial department for the record, and the other is kept in the company for the record, all of which have the same legal effect.
Attachment:
Attachment 1: list of the company's net assets, creditor's rights and debts. (including all contracts signed internally and externally)
Annex II: Fee Schedule
Party A (signature):
Party B (official seal):
Signature of legal representative or its authorized representative:
Party C (official seal):
Signature of legal representative or its authorized representative:
Date of signature: 2000? Year? Month? sun