Address:
Legal representative:
Transferee (Party B):
Address:
Legal representative:
In view of the fact that Party A legally owns% equity of the company (hereinafter referred to as the company), now Party A intends to transfer all its equity in the company, and Party A's request for transferring its equity has been approved by the company's shareholders' meeting.
Whereas Party B agrees to accept% equity of Party A in the company.
Whereas, the shareholders' meeting of the company also agreed that Party B would accept% equity of Party A in the company.
Based on the principle of equality, mutual benefit and consensus, Party A and Party B have reached the following agreement on equity transfer through friendly negotiation:
I. Equity transfer
1. Party A is willing to transfer its _ _ _ _ _ million shares of the target company to Party B. ..
2. Party B agrees to purchase the above equity transferred by Party A. ..
Second, the equity transfer price and the payment method of the price
1. Party A agrees to transfer% of its equity in the company to Party B in RMB according to the conditions stipulated in this contract, and Party B agrees to accept the equity at this price.
2. Party B agrees to pay the contract price to Party A in the following ways:
(1) Party B agrees to pay RMB to Party A on the date when both parties sign this contract;
(2) After Party A and Party B complete the industrial and commercial change registration, Party B shall pay the remaining price of RMB to Party A. ..
Three. Transfer process and payment method of transfer funds
1. Party B entrusts an intermediary agency to audit the target company and make a preliminary investigation on the shareholding of the target company and Party A. During the investigation of Party B, Party A shall fully cooperate and fully disclose the information about the target company and the equity transfer to Party B and its entrusted intermediary agency.
2. After the audit report is issued by the intermediary and confirmed by Party B, Party A and Party B sign this agreement.
3. Within working days from the date of signing this agreement, Party A and Party B shall open a special account for transfer funds and entrust the bank to conduct third-party supervision (the supervision bank shall be designated by Party B).
Four. Warranties and responsibilities of Party A.
1. Party A guarantees that the description of the target company and its shareholding in the foregoing part of this agreement is true, accurate and complete, and that it has not concealed any major matters that affect the trading conditions of this agreement.
2. Party A shall ensure that there is no pledge, right defect or right restriction during the period from the signing of this agreement to Party B's acquisition of% equity of the target company.
3. Party A promises not to negotiate or sign any documents with any third party on the equity of the target company after the signing of this agreement.
4. All matters including but not limited to potential risks, contingent liabilities, unpaid taxes, disputes and legal liabilities existing before Party B obtains% equity of the target company (subject to the approval notice of industrial and commercial change registration) shall be borne by Party A (except those explicitly inherited by Party B). After the signing of this agreement, Party A promises not to engage in any business activities in the name of the target company (unless otherwise agreed by both parties).
5. Party A guarantees that it has obtained the approval, consent or authorization required to sign and perform this agreement, and this agreement is legally binding on it.
Verb (abbreviation of verb) Party B's guarantee and responsibility.
1. Party B promises to pay the transfer price in full, in full and in time according to the agreement.
2. Party B promises to actively perform this agreement and complete all obligations stipulated in this agreement.
3. Party B guarantees that it has obtained the approval, consent or authorization required to sign and perform this agreement, and this agreement is legally binding on it.
Secrecy clause of intransitive verbs
1. Without the written consent of the other party, neither party shall disclose to any third party the trade secrets or related information it knows during the performance of this agreement, nor shall it disclose the contents of this agreement and related files to any third party. Except as required by laws and regulations.
2. The confidentiality clause is an independent clause, and it is valid regardless of whether this Agreement is signed, modified, dissolved or terminated.
Seven. Dispute settlement clause
All disputes arising from or related to the performance of this Agreement between Party A and Party B shall be settled through friendly negotiation. If negotiation fails, either party has the right to choose the following methods to solve the problem:
1. Submit the dispute to the Arbitration Commission for arbitration in accordance with its arbitration rules in effect at the time of submission. The arbitral award is final and binding on both parties.
2, each to the local people's court.
Eight. others
This agreement is made in duplicate, one for each party and one for the company, all of which have the same legal effect.
Party A:
Legal representative (or authorized representative):
date month year
Party B:
Legal representative (or authorized representative):
date month year