One-person limited liability company equity transfer agreement?

I. Equity Transfer Agreement of One-person Limited Liability Company In view of Party A's intention to transfer all the equity invested in a limited company (hereinafter referred to as the company), Party A and Party B have signed an intention contract for equity acquisition (hereinafter referred to as the intention contract) on October 27th, 2004. According to the agreement in the intention contract, Party A and Party B have actually completed 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. Second, the specific process (1) The current shareholding structure of the coating company is 1. The paint company was originally a limited liability company funded by Party A, with legal representative [omitted] and registered capital of RMB [omitted] 10,000 yuan. 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 paint company is Zhu Zhijun, with a registered capital of RMB [omitted] 10,000 yuan. (2) Form of Party B's acquisition of the whole equity of Party A: Party A voluntarily transfers all its investment in the paint company to Party B. After Party B takes over the whole equity of Party A, Party B will have absolute control over the paint company, and the remaining investment will be decided by Party B. The specific transferee shall be subject to the changed industrial and commercial archives of the paint company. (3) The price of Party A's overall equity transfer is 1. The price of Party A's overall equity transfer is based on the net assets of its corresponding coating company, and finally the effective appraisal report issued by an appraisal agency with corresponding qualifications shall prevail (Annex 2). 2. According to the appraisal report mentioned in the preceding paragraph, the total price of the equity transferred by Party A is RMB [omitted] ten thousand Yuan only. Among them, the value of physical assets is [omitted] ten thousand yuan only, and the value of registered trademarks is [omitted] ten thousand yuan only. Party B received all the shares of Party A at a price of RMB [slightly] ten thousand yuan, of which RMB [slightly] ten thousand yuan was the registered capital, and the remaining RMB [slightly] ten thousand yuan was the registered trademark owned by the coating company. (4) Payment method According to the Intention 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. (5) Follow-up assistance for asset transfer: Party A and Party B have fully transferred 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. (6) Asset Verification Document 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. (7) Creditor's rights and debts of coating company 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, and 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. 2. After this contract comes into effect, all creditor's rights and debts arising from the operation and management of the paint company shall be enjoyed and borne by Party B. (8) Delivery of rights On the effective date of this equity purchase contract, all the rights enjoyed by Party A according to the Company Law and the Articles of Association of the paint company shall be formally transferred to Party B, and Party B and its decided transferee shall formally enjoy all the shareholders' rights stipulated in the Company Law and the Articles of Association of the paint company. (9) Burden of Taxes and Fees Both parties shall bear the taxes and fees payable for signing and performing this contract. (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 debt problems, the breaching party shall promptly compensate the observant party for all losses (including direct losses and indirect losses) and pay liquidated damages to the observant party at 5% of the total price. (1 1) For matters not covered in the supplement and modification, the supplement and modification can be made on the principle of good faith and after full consultation between both parties. The supplementary contract thus formed has the same effect as this contract. (12) Attachments The following attachments are an important part of this contract (after item 3, changed license of Harbin Coatings Co., Ltd.): 1. The two parties signed a letter of intent for equity purchase; 2. Resolution of the sixth shareholders' meeting 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; (13) Supplementary Provisions 1. This contract is the final equity purchase contract between Party A and Party B and is binding on both parties. 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. Article 71 Shareholders of a limited liability company may transfer all or part of their shares to each other. Shareholders' transfer of equity to persons other than shareholders shall be approved by more than half of other shareholders. Shareholders shall notify other shareholders in writing to agree to the transfer of their shares. If other shareholders fail to reply within 30 days from the date of receiving the written notice, they shall be deemed to have agreed to the transfer. If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree shall purchase the transferred equity; Do not buy, as agreed to transfer. With the consent of shareholders, under the same conditions, other shareholders have the preemptive right to the transferred equity. If two or more shareholders claim to exercise the preemptive right, their respective purchase proportions shall be determined through consultation; If negotiation fails, the preemptive right shall be exercised in accordance with their respective investment proportions at the time of transfer. Where there are other provisions on equity transfer in the articles of association, such provisions shall prevail. The above is the specific process of the equity transfer agreement of a one-person limited liability company. One-person limited liability company is a relatively small company. Both parties must sign an agreement on the basis of equality, voluntariness and fairness, and they also need to be fully discussed before they can abide by it. Moreover, we should attach great importance to the transfer of equity, so it is better to hand it over to a professional lawyer.