ID number:
Contact telephone number:
Domicile:
Transferee (Party B):
ID number:
Contact telephone number:
Domicile:
Both Party A and Party B are shareholders of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Rule number one. Party A and Party B fully understand their respective rights and obligations in the process of this equity transfer, and agree to carry out this equity transfer according to law.
Article 2. Party A, the original shareholder, has resigned from all positions of _ _ _ _ _ _ _ Co., Ltd. since the date of signing this agreement, and any profit or loss of the above-mentioned company in any period has nothing to do with it.
Article 3. Subject matter and transfer price
1. As the original shareholder, Party A transfers all its shares in _ _ _ _ _ _ _ _.
2. Shareholder Party B agrees to accept the transfer of the above equity.
3. Shareholder Party B's equity in the company is changed from RMB _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Article 4. Payment of transfer payment
1. Within _ _ _ _ _ days after this agreement comes into effect, Party B shall pay the agreed transfer money to Party A in full according to the provisions of this agreement.
2. The transfer money paid by Party B shall be deposited into the account designated by Party A. ..
Article 5, Guarantee
1. Party A warrants to Party B that it is the true holder of the transferred equity and has complete right to dispose of it.
2. Party A guarantees that the equity transferred to Party B has no claim of any third party, and does not set any mortgage or pledge on the equity, and does not involve any dispute or lawsuit.
3. When signing this agreement, all assets and liabilities of the target company have been indicated and guaranteed to be recorded truthfully.
4. The off-balance-sheet debts of the target company before this agreement comes into effect shall be borne by the shareholders of the target company in proportion to their respective shares before the equity transfer.
Article 6. Equity transfer
1. Responsible for completing the examination and approval of equity transfer and industrial and commercial change registration within the agreed time limit.
2. After the signing of this agreement, before the approval of equity transfer and the registration of industrial and commercial changes are completed, it is not allowed to use its shareholder status to engage in any activities that damage the rights and interests of the transferee.
3. The change registration procedures of the above-mentioned equity transfer shall be completed within days after the effective date of this agreement.
Article 7. Rights and obligations of both parties
1. After the transfer formalities are completed, Party B will own _ _ _ _ _ _ _% of the shares of the limited company and enjoy the corresponding rights and interests, and the transferor's shareholder status and shareholders' rights and interests will be lost.
2. Party B shall pay the equity transfer price on time as agreed.
3. Party A shall provide necessary cooperation and cooperation for Party B to handle legal procedures such as change registration.
Article 8. Liability for breach of contract and change of agreement
1. After this agreement is formally signed, any party's failure or incomplete performance of the agreed terms of this agreement will constitute a breach of contract. The breaching party shall be responsible for compensating all direct economic losses caused to the observant party by its breach of contract.
2. If either party violates this Agreement, the observant party has the right to require the defaulting party to continue to perform this Agreement.
3. Changes to this agreement must be negotiated by both parties, and a written change agreement must be signed. If no agreement can be reached through negotiation, this agreement is still valid.
4. When either party breaches this agreement, the observant party has the right to require the defaulting party to continue to perform this agreement.
Article 9. Applicable law and dispute settlement
1. This agreement shall be governed by the laws of People's Republic of China (PRC).
2. All disputes arising from or related to the performance of this Agreement shall be settled by both parties through friendly negotiation; If negotiation fails, it shall be submitted to the people's court where _ _ _ _ _ _ Party is located for settlement or to the _ _ _ _ _ _ _ Arbitration Commission for arbitration.
Article 10 Entry into force of the Agreement and others
1. This agreement shall come into effect after being signed and sealed by both parties.
2. For matters not covered in this agreement, both parties may sign a supplementary agreement through consultation. The supplementary agreement has the same legal effect as this agreement.
3. This contract has the same legal effect in _ _ _ _ _ _ _.
Party A (signature or seal)
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Party B (signature or seal)
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Legal basis:
Company Law of the People's Republic of China
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.
Under the same conditions, other shareholders have the priority to purchase the equity transferred with the consent of shareholders. 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.
Article 72 When the people's court transfers the shareholder's equity according to the compulsory execution procedure prescribed by law, it shall notify the company and all shareholders, and other shareholders have the preemptive right under the same conditions. Other shareholders who fail to exercise the preemptive right within 20 days from the date of notification by the people's court shall be deemed to have waived the preemptive right.
Article 73 After the equity is transferred in accordance with the provisions of Articles 71 and 72 of this Law, the company shall cancel the capital contribution certificate of the original shareholder, issue the capital contribution certificate to the new shareholder, and change the records of shareholders and their capital contribution in the articles of association and the register of shareholders accordingly. There is no need to vote at the shareholders' meeting to amend the Articles of Association this time.