Letter of Commitment for Equity Transfer Contract 1
Party A:
Party B:
Whereas:
1. Party A holds the equity of the company (hereinafter referred to as the target company);
2. The target company is a legally existing limited liability company, which has acquired a piece of land with a building area of square meters in Japan and has obtained the transaction confirmation (see annex);
3. Party A intends to transfer 0/00% equity of the target company through legal procedures;
4. Party B intends to acquire 0/00% equity of the target company/KLOC-through legal procedures and pay the corresponding equity transfer payment.
Through friendly negotiation, Party A and Party B have reached the following intention on the equity transfer of the target company.
1. Party A intends to transfer 0/00% equity of the target company. Party A will go through the relevant review, approval and evaluation procedures of the equity transfer in accordance with the relevant provisions of the state, and publicly transfer the equity in the property rights trading institution in accordance with the relevant provisions of the state.
2. Party B intends to accept the equity, and is willing to pay the equity transfer fee at the transfer price determined through legal channels.
Three. Party B agrees to participate in the public collection in time after the equity of the target company enters the public trading procedure of state-owned assets, indicating the transferee's willingness, and participate in the transaction in accordance with the provisions of relevant trading procedures (including but not limited to paying the deposit, bidding in time, etc.). ).
Four. If Party B finally acquires the equity of the target company, both parties shall perform relevant rights and obligations according to the formal property right transaction contract signed; If Party B finally fails to acquire the equity of the target company, both parties agree to implement it in accordance with the relevant provisions of this letter of commitment.
5. Within 5 working days after the signing of this Letter of Commitment, Party B shall pay Party A RMB Intention Payment. If Party B can finally acquire the equity of the target company, the intentional payment can offset the equity transfer payment. The specific method shall be negotiated separately by both parties; If Party B finally fails to acquire the equity of the target company, unless otherwise agreed in this intention, Party A will return the intention money to Party B without interest.
Intransitive verb If Party B fails to perform the relevant agreement in accordance with Article 3 of this agreement, Party A will not refund the intentional payment of RMB10,000.00 yuan agreed in Article 5 of this commitment.
Seven. This undertaking is made in quadruplicate, with Party A and Party B holding two copies respectively.
Eight, this commitment shall come into force as of the date of signature and seal by both parties.
Party A: (Seal)
Signature of representative:
Party B: (Seal)
Signature of representative:
date month year
Letter of Commitment for Equity Transfer Contract II
The Letter of Commitment for Equity Transfer of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Signature:
Party A:
Party B:
Party C:
Fang Ding:
Among them, Party A and Party B are collectively referred to as "Transferors", and Party C and Party D are collectively referred to as "Transferees". Whereas:
_ Co., Ltd. (hereinafter referred to as the "Project Company") is a limited liability company established and effectively existing under the laws of People's Republic of China (PRC). Its legal address is: the second floor of the hotel, and its business license registration number is:
Legal representative:
Party A and Party B * * * hold 0/00% equity of the project company/kloc.
Through friendly negotiation, the transferor and the transferee reached an agreement on the transfer of the equity of the project company from the transferor to the transferee, and reached the following expense commitment letter:
I. Ownership
The transferor confirms that the project company is building and legally owning the power station located in _, with a total installed capacity of _ MW (hereinafter referred to as "the project").
Second, the transfer method and price
1. Both parties preliminarily agree that the sum of the total project cost and equity transfer premium obtained by the transferor is RMB10,000.00 yuan (i.e.
Yuan/kW), including the transfer price payable by the transferee to transfer the transferor's equity and the project company loan. The transferor shall pay the transferee no less than _ _ _ before _ _ _ _ _.
The transfer amount of RMB10,000 Yuan shall be paid before _ _ _ _. That is to say, pay the transfer amount of RMB ten thousand Yuan before _ _ _ _. The money shall be paid by Party C and Party D in proportion to the transferred equity. The final transaction price shall be adjusted by both parties according to the due diligence results after the transferee completes the due diligence.
2. Both parties agree that the transferee * * * will jointly acquire all the shares of the project company, and it is preliminarily proposed that Party C will acquire _% of the shares of the project company and Party D will acquire _% of the shares of the project company (hereinafter referred to as "equity transfer").
3. It is agreed by all parties that when transferring the equity, the transferee will first obtain _% equity of the project company, and the transferor will keep _% equity as a guarantee for the project construction quality; The transferor shall pay _% of the equity transfer money retained by the transferor in the form of quality deposit. After the project is completed and passes the completion acceptance procedures, the transferee will recover the remaining _% equity of the project company.
4. After the equity transfer, the transferor still holds the equity. The legal representative of the transfer method is still the nominal legal representative of the project company. The seal of the project company is managed by the actual controlling party.
5. The transferor is responsible for coordinating with relevant governments during the transfer process to ensure the smooth transfer.
Third, the project construction management
1. The transferee agrees that after the equity transfer is completed, one of the transferor ("general contractor") will build the project into a turnkey project (including equipment procurement and installation) on the premise of observing the laws of China. After the completion of the project, the general contractor will deliver the project (including the delivered project) to the project company in a turnkey manner. Both parties agree that changes can be made in the form of an annex to the contract according to the actual needs of the project construction.
The main body of relevant contracts (including but not limited to engineering general contracting contracts) and other legal documents and the modification of relevant clauses. The annexes to these contracts shall be signed at the same time as the formal project handover agreement.
2. The Transferor agrees that during the construction of the project, the Transferee has the right to appoint relevant management personnel or entrust a supervision company to supervise and manage the process of the project and quality, and the Transferor shall provide necessary cooperation.
3. The general contractor shall ensure the use of construction funds and complete the construction project on schedule. Every day of delay shall be borne by the general contractor.
Yuan liquidated damages.
Four. Capital increase and SME financing
All parties agree that after the equity transfer, if the project construction needs additional capital of the project company or all parties need to increase their contribution to the registered capital of the project company, all parties shall increase capital or finance the small and medium-sized enterprises according to their respective equity proportions.
V. The transferee will sign this letter of commitment.
Submit the list of the first batch of due diligence documents to Party A within working days, and Party A agrees to prepare relevant materials and information required by the transferee and/or its entrusted professional consultants after receiving the list of due diligence documents, and actively receive and cooperate with the due diligence team of the transferee to conduct due diligence on the project.
Non-foreign ownership and the right to benefit from carbon dioxide emission reduction
The transferee agrees to keep the project company as a Chinese-funded or Chinese-funded holding company according to the relevant provisions of the state on clean development mechanism projects _ years ago; At the same time, the transferor agrees that the project company can be changed from _ _ _ to a foreign holding company.
The transferee agrees to give up the income right of carbon dioxide emission reduction for _ _ _ _ _. The financing of small and medium-sized enterprises by the transferor of carbon dioxide emission reduction certification income right shall be enjoyed and controlled by the transferor.
Seven. others
1. All parties agree to fully promote this equity transfer. After the transferee completes the due diligence, all parties shall sign the equity transfer framework agreement according to the due diligence results, and start the negotiation, document drafting and signing of the equity transfer contract of the project company according to the content of the framework agreement.
2. Each party agrees not to contact or negotiate with any third party about the contents of this letter of commitment within [_] days after the letter of commitment comes into effect, and not to sign any agreement or make any commitment with any third party on the premise that the transferor pays RMB for the transfer.
3. Each party acknowledges and agrees that all information (whatever media) about its operation and financial status (hereinafter collectively referred to as "confidential information") disclosed by one party to the other party before signing this letter of commitment and during the duration of this letter of commitment are confidential information. Unless otherwise agreed in writing by both parties, the party receiving the confidential information shall keep the confidential information confidential. Confidential information shall not be used or disclosed to any third party except for the purpose of transfer of this project or to comply with relevant laws, regulations or provisions of relevant stock exchanges. The confidentiality obligations of all parties under this payment shall not be terminated due to the invalidity or termination of this commitment.
4. This letter of commitment will serve as the basis for the parties to conclude formal contracts and other legal documents on the project equity transfer in the future, and will become invalid after the parties sign formal legal documents on the project equity transfer.
5. Any dispute arising from or related to this letter of commitment shall be settled by all parties through consultation. If negotiation fails, either party may submit the dispute to China International Economic and Trade Arbitration Commission for arbitration in accordance with the arbitration procedure rules in effect at that time. The arbitral award is final and binding on all parties.
6. This letter of commitment shall come into effect as of the date of signature and seal by authorized representatives of all parties.
7. Matters not covered in this letter of commitment shall be settled by all parties through negotiation, and may be agreed in a supplementary agreement or a formal transfer contract.
8. This Letter of Commitment is made in octuplicate, with Party A, Party B, Party C and Party D holding two copies respectively, and each copy has the same legal effect.
In witness whereof, the authorized representatives of both parties have signed this letter of commitment on the first day.
Party A: _ Authorized Representative of Limited Liability Company (Seal): Signature:
Party B: (Seal) Authorized Representative: Signature:
Party C: _ Authorized Representative of Limited Liability Company (Seal): Signature:
Party D: _ Co., Ltd. (Seal) Authorized Representative: Signature:
Letter of Commitment for Equity Transfer Contract 3
Party A: Guodian Xinjiang Electric Power Co., Ltd. Address: No.358 Xihong East Road, Urumqi
Legal Representative: Zhang.
Party B: China Railway 13th Bureau Group Third Engineering Co., Ltd.
Address: No.2 Gong Wei Street, Shuangtaizi District, Panjin, Liaoning
Legal Representative: Zhou Changbin.
Party C: China Anneng Construction Corporation.
Address:No. Li Nan 1 1 Lianhuachi, Fengtai District, Beijing.
Legal Representative: Li Guangqiang.
Fang Ding: Xinjiang Sailimu Modern Agriculture Co., Ltd.
Address: No.0/58, Hongxing Road, Bole City
Legal Representative: Wu Xianzhang
Whereas: Guodian Xinjiang Ebinur Lake Basin Development Co., Ltd. (hereinafter referred to as the "Target Company") is a limited liability company established and effectively existing under the laws of People's Republic of China (PRC), with its legal address at Wuyi South Road, Jinghe County, legal representative Zhang and business license registration number of 65000000300786. Party A, Party B and Party C hold 0/00% equity of the target company.
Party A, Party B and Party C are willing to transfer their 25% equity in the target company (Party A
Willing to transfer its 20.79% equity of the target company; Party B is willing to transfer its 3.74% equity of the target company, and Party C is willing to transfer its 0.47% equity of the target company.
Equity), therefore, the Quartet expresses * * * that Party D agrees to purchase its equity (equity transfer) in the target company from Party A, Party B and Party C as follows:
I. Main intention
Party A, Party B, Party C and Party D make mutual determination, follow-up and agreement to speed up the progress of equity transfer.
It means all matters related to equity transfer, and these matters are signed in the form of formal agreement.
Second, the preliminary agreement
2. 1 equity transfer
Party A, Party B and Party C shall sign a formal equity transfer agreement with Party D according to Article 2.2.
Party D shall purchase 25% equity of the target company owned by Party A, Party B and Party C at the price specified in Article (Party A holds 20.79% equity of the target company; Target company held by Party B
3.74% equity, and Party C holds 0.47% equity of the target company).
2.2 Transfer price
The parties preliminarily agree to seek the approval of the Quartet in third-party institutions (including
The results of evaluation reports issued by accounting firms and evaluation institutions with securities qualifications shall be agreed upon separately by both parties.
2.3 Audit evaluation
Party A, Party B, Party C and Party D agree that after signing this letter of commitment, Party A, Party B, Party C and Party D
Sifang * * * Third-party institutions (accounting firms and evaluation institutions with securities qualifications) seeking the approval of Sifang audit and evaluate the equity of the target company held by Party A, Party B and Party C ... The corresponding audit and evaluation fees shall be shared equally by Sifang.
2.4 Approval of equity transfer
Party A, Party B and Party C shall be responsible for obtaining all information of People's Republic of China (PRC) from relevant government agencies.
Necessary approval of laws and regulations on equity transfer requirements. And obtain the resolution or approval of Party A, Party B and Party C's own institutions. ..
Three. The work of all parties before the formal equity agreement is signed.
After the signing of this letter of commitment, all parties shall carry out various tasks according to the above principles, including
1, Party A, Party B, Party C and Party D * * * seek the third-party organization recognized by the four parties (with certificate).
Accounting firms and evaluation agencies with securities business qualifications) stationed in the target company for auditing and asset evaluation. The target company, Party A, Party B, Party C and Party D promise to give the greatest possible cooperation to ensure the credibility of the audit and asset appraisal.
2. Each report must be approved by the board of directors or decision-making bodies of Party A, Party B, Party C and Party D. ..
3. Perform the corresponding approval procedures for equity transfer.
4. All parties shall go through the corresponding examination and approval procedures for the transfer of state-owned assets.
And other examination and approval procedures that need to be handled. After the above-mentioned examination and approval procedures are completed, all parties sign a formal equity transfer agreement.
Fourth, exclusivity.
Party A, Party B, Party C and Party D hereby agree that the negotiation on equity transfer among the four parties is exclusive and will not contact, negotiate or reach an agreement with any other party that has expressed or may express interest in equity transfer.
Verb (abbreviation of verb) confidentiality clause
Party A, Party B, Party C and Party D shall receive this letter of commitment and all the information provided that has been marked as owned or confidential by the other party at that time and keep it confidential. Its use is limited to equity transfer, and information about equity transfer shall not be disclosed without the written consent of the other party.
The intransitive verb letter of commitment serves as the basis for both parties to sign a formal contract and other legal documents on equity transfer in the future, and will become invalid after both parties sign the formal legal documents on equity transfer of this project.
7. This letter of commitment shall come into effect as of the date when the legal representatives or authorized representatives of each party sign and affix the official seals of each party.
Eight. Matters not covered in this letter of commitment shall be settled by all parties through negotiation, and may be agreed in a supplementary agreement or a formal transfer contract.
Nine. This letter of commitment is made in quadruplicate, one for Party A, Party B, Party C and Party D respectively, with the same legal effect.
Party A: the legal representative or authorized representative of Guodian Xinjiang Electric Power Co., Ltd.:
Party B: China Railway 13th Bureau Group Third Engineering Co., Ltd.
Legal representative or authorized representative:
Party C: China Anneng Construction Corporation.
Legal representative or authorized representative:
Fang Ding: Xinjiang Sailimu Modern Agriculture Co., Ltd.
Letter of Commitment for Equity Transfer Contract 4
The Letter of Commitment for Equity Transfer of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Signature:
Party A:
Party B:
Party C:
Fang Ding:
Among them, Party A and Party B are collectively referred to as "Transferors", and Party C and Party D are collectively referred to as "Transferees".
Whereas:
_ Co., Ltd. (hereinafter referred to as the "Project Company") is a limited liability company established and effectively existing under the laws of People's Republic of China (PRC). Its legal address is: the second floor of the hotel, and its business license registration number is:
Legal representative:
Party A and Party B * * * hold 0/00% equity of the project company/kloc.
Through friendly negotiation, the transferor and the transferee reached an agreement on the transfer of the equity of the project company from the transferor to the transferee, and reached the following expense commitment letter:
I. Ownership
The transferor confirms that the project company is building and legally owning the power station located in _, with a total installed capacity of _ MW (hereinafter referred to as "the project").
Second, the transfer method and price
1. Both parties preliminarily agree that the sum of the total project cost and equity transfer premium obtained by the transferor is
Ten thousand yuan (i.e.
Yuan/kW), including the transfer price payable by the transferee to transfer the transferor's equity and the project company loan. The transferor shall pay the transferee no less than _ _ _ before _ _ _ _ _.
The transfer amount of RMB10,000 Yuan shall be paid before _ _ _ _. That is to say, pay the transfer amount of RMB ten thousand Yuan before _ _ _ _. The money shall be paid by Party C and Party D in proportion to the transferred equity. The final transaction price shall be adjusted by both parties according to the due diligence results after the transferee completes the due diligence.
2. Both parties agree that the transferee * * * will jointly acquire all the shares of the project company, and it is preliminarily proposed that Party C will acquire _% of the shares of the project company and Party D will acquire _% of the shares of the project company (hereinafter referred to as "equity transfer").
3. It is agreed by all parties that when transferring the equity, the transferee will first obtain _% equity of the project company, and the transferor will keep _% equity as a guarantee for the project construction quality; The transferor shall pay _% of the equity transfer money retained by the transferor in the form of quality deposit. After the project is completed and passes the completion acceptance procedures, the transferee will recover the remaining _% equity of the project company.
4. After the equity transfer, the transferor still holds the equity. The legal representative of the transferor is still the nominal legal representative of the project company. The seal of the project company is managed by the actual controlling party.
5. The transferor is responsible for coordinating with relevant governments during the transfer process to ensure the smooth transfer.
Third, the project construction management
1. The transferee agrees that after the equity transfer is completed, one of the transferor ("general contractor") will build the project into a turnkey project (including equipment procurement and installation) on the premise of observing the laws of China. After the completion of the project, the general contractor will deliver the project (including the delivered project) to the project company in a turnkey manner. Both parties agree that according to the actual needs of project construction, the main body of relevant contracts (including but not limited to general contracting contracts) and other legal documents and the revised relevant clauses can be changed in the form of contract annexes. The annexes to these contracts shall be signed at the same time as the formal project handover agreement.
2. The Transferor agrees that during the construction of the project, the Transferee has the right to appoint relevant management personnel or entrust a supervision company to supervise and manage the process of the project and quality, and the Transferor shall provide necessary cooperation.
3. The general contractor shall ensure the use of construction funds and complete the construction project on schedule. Every day of delay shall be borne by the general contractor.
Yuan liquidated damages.
Four. Capital increase and SME financing
All parties agree that after the equity transfer, if the project construction needs additional capital of the project company or all parties need to increase their contribution to the registered capital of the project company, all parties shall increase capital or finance the small and medium-sized enterprises according to their respective equity proportions.
V. The transferee will sign this letter of commitment.
Submit the list of the first batch of due diligence documents to Party A within working days, and Party A agrees to prepare relevant materials and information required by the transferee and/or its entrusted professional consultants after receiving the list of due diligence documents, and actively receive and cooperate with the due diligence team of the transferee to conduct due diligence on the project.
Seven. others
1. All parties agree to fully promote this equity transfer. After the transferee completes the due diligence, all parties shall sign the equity transfer framework agreement according to the due diligence results, and start the negotiation, document drafting and signing of the equity transfer contract of the project company according to the content of the framework agreement.
2. Each party agrees not to contact or negotiate with any third party about the contents of this letter of commitment within [_] days after the letter of commitment comes into effect, and not to sign any agreement or make any commitment with any third party on the premise that the transferor pays RMB for the transfer.
3. Each party acknowledges and agrees that all information (whatever media) about its operation and financial status (hereinafter collectively referred to as "confidential information") disclosed by one party to the other party before signing this letter of commitment and during the duration of this letter of commitment are confidential information. Unless otherwise agreed in writing by both parties, the party receiving the confidential information shall keep the confidential information confidential. Confidential information shall not be used or disclosed to any third party except for the purpose of transfer of this project or to comply with relevant laws, regulations or provisions of relevant stock exchanges. The confidentiality obligations of all parties under this payment shall not be terminated due to the invalidity or termination of this commitment.
4. This letter of commitment will serve as the basis for the parties to conclude formal contracts and other legal documents on the project equity transfer in the future, and will become invalid after the parties sign formal legal documents on the project equity transfer.
5. Any dispute arising from or related to this letter of commitment shall be settled by all parties through consultation. If negotiation fails, either party may submit the dispute to China International Economic and Trade Arbitration Commission for arbitration in accordance with the arbitration procedure rules in effect at that time. The arbitral award is final and binding on all parties.
6. This letter of commitment shall come into effect as of the date of signature and seal by authorized representatives of all parties.
7. Matters not covered in this letter of commitment shall be settled by all parties through negotiation, and may be agreed in a supplementary agreement or a formal transfer contract.
8. This Letter of Commitment is made in octuplicate, with Party A, Party B, Party C and Party D holding two copies respectively, and each copy has the same legal effect.
In witness whereof, the authorized representatives of both parties have signed this letter of commitment on the first day.
Party A: _ Authorized Representative of Limited Liability Company (Seal): Signature:
Party B: (Seal) Authorized Representative: Signature:
Party C: _ Authorized Representative of Limited Liability Company (Seal): Signature:
Party D: _ Co., Ltd. (Seal) Authorized Representative: Signature:
Letter of Commitment for Equity Transfer Contract 5
Transferor:
Party A:
Party B:
Assignee:
Party C:
Fang Ding:
Party E:
Party A and Party B transfer their shares in _ _ _ Co., Ltd. (hereinafter referred to as the Company) to Party C, Party D and Party E, and through friendly negotiation, on the principle of equality and mutual benefit, reach the following agreement:
1. Party A and Party B are shareholders of the company, accounting for _% and _% of the company's shares respectively. Now, the company's shares held by them are transferred to Party C, Party D and Party E for 500,000 yuan.
2. Party C, Party D and Party E contributed 20_00 yuan, 654.38+05 million yuan and 654.38+05 million yuan respectively, and received 40%, 30% and 30% shares of the company respectively.
3. The income from the transfer of the company's shares by Party A and Party B is RMB and RMB respectively.
4. Party A and Party B guarantee that they have complete right to dispose of the transferred shares of the company (without any mortgage, pledge or guarantee, etc.). , and shall not recourse to any third party), otherwise, all responsibilities arising therefrom shall be borne by both parties. ..
5. Party A and Party B shall ensure that the Company's external creditor's rights and debts have been introduced and explained in detail before this share transfer agreement comes into effect, especially the creditor's rights and debts not reflected in financial data such as accounting statements. Party A and Party B must truthfully explain to Party C, Party D and Party E, and shall not conceal it; otherwise, Party C, Party D and Party E shall have the right to dissolve this share transfer agreement, and Party A and Party B shall be jointly and severally liable for each other.
6. Disputes arising from or related to this Agreement shall be settled by all parties through consultation. If negotiation fails, the parties agree to submit it to Wuhan Arbitration Commission for arbitration.
Seven. This agreement is made in quintuplicate, one for each party, with the same legal effect.
Eight. Special note: The other share transfer agreement signed by both parties on the same day, which does not include the share transfer amount, is a simplified version of this agreement in sextuplicate, with each party holding one copy and the administrative department for industry and commerce keeping one copy. However, if it is not detailed enough, this agreement shall prevail.
Transferor:
Party A:
Party B:
Assignee:
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