Legal Representative: Shareholder:
Transferee (hereinafter referred to as Party B):
Whereas:
1. Party A is a limited liability company established in _ _ _ _ _ _ _ _ _ _ _ in accordance with the Company Law of People's Republic of China (PRC) and other relevant laws and regulations. The registered capital is RMB 1 ten thousand yuan; The legal representative is: _ _ _ _ _ _ _ _ _; The industrial and commercial registration number is _ _ _ _ _ _ _ _;
2. Party B is a legal citizen of People's Republic of China (PRC) with civil capacity.
3. The equity holder of Party A is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ And on the date of signing this Agreement, _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
4. All equity holders of Party A unanimously agree to transfer their *** 100% equity of Party A and all equipment and facilities of Party A's office and warehouse to Party B, and Party B agrees to transfer all equity of Party A's company and equipment and facilities of office and warehouse (excluding accounts receivable and accounts payable, that is, accounts receivable and accounts payable shall be borne by Party A alone).
Rule number one. prerequisite
1. Before signing this agreement, Party A shall meet the following preconditions:
(1) Party A shall submit to Party B the resolution of agreeing to transfer all shares and all assets of the Company within the authority specified in the Articles of Association of the transferor.
(2) The financial accounts of Party A are true and clear; Before the transfer, all the creditor's rights and debts of the company have been legally and effectively divested. In addition, Party A and the equity holders shall issue corresponding written statements and guarantees to Party B. ..
(3) Party A is responsible for auditing Party A's property and financial information corresponding to its asset status to the accounting and auditing institution entrusted by Party B, so that Party B can evaluate Party A's assets and financial status.
If the above preconditions are not met within _ _ _ _ days from the date of signing this agreement, this agreement is not legally binding; Both parties shall not assume any other responsibilities for each other, nor shall they claim compensation from each other based on this agreement, but the fault party that caused this agreement to fail to take effect shall bear the contract losses.
Article 2. Transfer target
Party A agrees to transfer all the shares and other assets of the company held by its shareholders to Party B according to the terms of this agreement; Party B agrees to accept all the equity and all the assets held by Party A's equity holders in accordance with the terms of this agreement. After accepting the above equity and assets, Party B shall enjoy 65,438+000% equity and corresponding shareholder rights of _ _ _ _ _ _ _ _ _ _ Company according to law.
Article 3. Equity and asset transfer price
Both parties to this agreement unanimously agree that the total transfer price of the company's equity and all assets is RMB. Within _ _ _ _ _ days from the date of signing this Agreement, Party A and Party B shall go to the notary office for notarization. After Party A and its equity holders complete the obligations stipulated in Articles 4 and 5 of this Agreement 2, the equity holders of Party A shall withdraw from the notary office with the confirmation letter from Party B..
Article 4. Transfer of equity and assets
Within days after this agreement comes into effect, Party A shall complete the following handling and handover matters:
(1) Transfer the management right of _ _ _ _ _ _ company to Party B (including but not limited to replacing all personnel such as the board of directors, the board of supervisors and the general manager with personnel appointed by Party B);
(2) Sign the relevant documents required for this equity transfer and all assets transfer, and be responsible for handling the change registration procedures of the relevant industrial and commercial administrative authorities and industry supervision and management authorities of XX Company;
(3) hand over all documents that Party A can legally and effectively prove and enjoy the company's equity and asset transfer to Party B. ..
(4) Handling _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ ..
Article 5. Obligations of the transferor
(1) Party A and its shareholders shall cooperate and assist Party B in auditing and financial evaluation of the Company.
(2) Party A and its equity holders shall promptly sign all documents related to equity and asset transfer that need to be submitted for approval.
(3) Party A and its equity holders shall, in accordance with the provisions of this Agreement, go through the formalities for the transfer of such equity and assets, the registration of industrial and commercial management change and the approval and filing of the relocation of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Article 6. Obligations of the assignee
(1) Party B shall, in accordance with the provisions of Article 4 of this Agreement, deposit the equity and asset transfer funds in full with the notary office.
(2) Party B will be responsible for urging Party A and its equity holders to go through the examination and approval procedures for the transfer of such equity and assets, as well as the procedures for the change registration and relocation of the administrative department for industry and commerce.
(3) Party B shall issue relevant documents that should be signed or issued by Party B in time to complete the transfer of such equity and assets.
Article 7. Representations and warranties
(1) The transferor hereby irrevocably declares and guarantees that: ① the equity holders of Party A voluntarily transfer all the equity and all the assets of XX Company owned by them. ② All statements, explanations or guarantees, promises made by Party A and its equity holders to Party B, and all materials presented and handed over to Party B are true, legal and effective, and there is no falsehood such as fabrication, forgery, concealment or omission. (3) Party A has not set any form of guarantee for its equity and all assets, and there are no legal defects in any form, and guarantees that Party B will not encounter any form of rights obstacle or face obstacles of similar nature after accepting the equity and all assets. (4) Party A and its equity holders guarantee that they have fully and truly disclosed the equity background, all assets and the actual situation of XX Company, and have not concealed anything that will have a significant or potential adverse impact on Party B's exercise of equity. ⑤ The equity holders of Party A have all legal rights to sign and perform this Agreement with respect to the equity of Party A and the assets of the company. Party A's rights and obligations under this Agreement do not violate the provisions of XX Company's Articles of Association, and there are no legal obstacles or restrictions. ⑥ The representative of Party A who signed this agreement has been authorized to sign this agreement through all necessary procedures. ⑦ After this agreement comes into effect, it will constitute a legal, effective and binding document for all shareholders of Party A. (8) Promise to properly keep and manage all assets of XX Company during the transition period; Maintain the status quo of XX Company and prevent the company's asset value from decreasing. Pet-name ruby has the obligation to keep all information provided in the procurement contract confidential.
(2) The transferee hereby irrevocably represents and guarantees that: ① Party B voluntarily accepts all the equity and all the assets transferred by Party A; ② Party B is fully entitled to sign this Agreement and perform its rights and obligations under this Agreement without any legal obstacles or restrictions. (3) Party B guarantees that the intention to accept the equity and all assets is true, and has sufficient conditions and ability to perform this Agreement.
Article 8. responsibility for breach of contract
If either party fails to perform its obligations in accordance with the provisions of this agreement, it shall be liable for breach of contract to the relevant parties in the following ways.
(1) If Party A and its equity holders fail to fulfill the obligations in Articles 4 and 5 of this Agreement or violate the representations and warranties in Article 7 of this Agreement, Party B has the right to terminate this Contract, and the losses suffered by Party A and its equity holders shall be borne by itself; In addition, Party A and its equity holders shall pay Party B a penalty of RMB _ _ _ _ _ _ _ _.
(2) If Party B fails to deposit the equity and asset transfer price with the notary office in time as agreed, it shall bear the penalty of three ten thousandths of the overdue payment amount per day.
(3) The above provisions shall not affect the right of the observant party to claim damages for the losses that cannot be compensated under this Article according to laws, regulations or other provisions of this Agreement.
Article 9. Settlement of disputes
As the performance of this Agreement shall be settled by both parties through negotiation, if negotiation fails, the arbitration shall be conducted by Qingdao Arbitration Commission in accordance with its current effective arbitration rules, and the arbitration shall be final and binding on both parties.
Article 10 Modification, alteration and supplement of the agreement
Amendments, changes and supplements to this Agreement shall be made in writing after both parties reach an agreement through consultation, and shall come into effect after being formally signed by both parties. Revise, change and supplement departments