Party A (Transferor):
Company domicile:
Legal representative:
Party b:? [? Shareholders of Real Estate Development Co., Ltd.]
Company domicile:
Legal representative:
Party C (transferee):
Company domicile:
Legal representative:
Whereas:
1、 ? Real estate development co., ltd (hereinafter referred to as? Company ") was founded in? Year? Month? Japan is a limited liability company legally established and effectively existing under the laws of China, and its legal representative is? What is the registered capital? Ten thousand yuan, registered address, belongs to the real estate development enterprise.
2. Party A and Party B are legal and effective shareholders of the company respectively, holding? % and% equity.
3、 ? The general situation of the project and land use of Real Estate Development Co., Ltd. is as follows:
3. 1? Project name:
3.2? Project location:
3.3? Item 4: East to _ _ _ _ _ _ _; From _ _ _ _ _ _ _ to the south; West of _ _ _ _ _ _; The northern edge _ _ _ _ _ _ _ _.
3.4? General situation of land use: the planned area of the project is mu, of which the construction area is about? Mu, land acquisition area: about mu; Planned use: commercial housing, commercial and public facilities, with planned plot ratio of, and total planned construction area of about 10000 square meters. Stage development.
3.4. 1? Stage 1: What is the name of the project? The planned area is about mu, and the construction land area is about? Mu, the area is about mu, the plot ratio is about, and the planned use is:
3.4.2? Phase II: What is the name of the project? The planned area is about mu, and the construction land area is about? Mu, the area is about mu, the plot ratio is about, and the planned use is:
3.4.3? Stage 3: What is the name of the project? The planned area is about mu, and the construction land area is about? Mu, the area is about mu, the plot ratio is about, and the planned use is:.
4、 ? Real Estate Development Co., Ltd. has obtained the following government approvals and legal documents:
4. 1? Business license of enterprise as a legal person, tax registration certificate, capital verification report of registered capital and qualification certificate of real estate development enterprise;
4.2? Approval of project proposals of the Development Planning Commission and the Development and Reform Commission? Number;
4.3 Notice of the Planning Commission approving the design scheme, with the approval number;
4.4 Construction land planning permit;
4.5 In the land transfer contract, what is the word "land out (joint)"? Number;
4.6 State-owned Land Use Certificate,No. Guo Yong ();
4.7 List of the company's net assets, creditor's rights and debts (see Annex I).
5. What does Party A decide to hold? Transfer% of the company's equity to Party C in accordance with the terms and methods agreed in this agreement, and Party C decides to accept the equity.
Therefore, through negotiation, both parties to this agreement have reached the following terms and conditions on the equity transfer mentioned in this agreement for their compliance:
Rule number one Equity transfer
1. 1 article? According to the terms and methods agreed in this agreement, Party A agrees that? Holding the company's equity is the legal holder? Transfer% equity of the company to Party C; Party C agrees to accept these shares.
Article 65438 +0.2? Party B agrees to give up the priority of transferring the equity in this agreement, and agrees that Party A will transfer the equity to Party C. ..
Article 65438 +0.3? After the above equity transfer is completed? The shareholding ratio of the company's shareholders is: Party A%, Party B% and Party C%. ..
Rule number two Transfer price and payment method
Article 2.65438 +0? All parties to the agreement unanimously agree and confirm Party A's transfer? Company? % equity to Party C, and Party C shall pay the equity transfer price? Party A has ten thousand yuan in cash. ..
Article 2.2? Party C agrees to pay compensation of RMB10,000.00 Yuan to Party A as all expenses paid by Party A for this project, including? Land acquisition compensation, demolition fee, land transfer fee and corresponding deed tax in the project, and expenses paid in advance (see Appendix 2 "Expense Table" for details).
Article 2.3? Upon unanimous agreement and confirmation of all parties to the agreement, the above equity transfer price and compensation fee totaling RMB10,000 yuan can be paid to Party A in installments.
Article 2.4? Stage 1: On the day when Party A and Party B submit the industrial and commercial change registration materials to the industrial and commercial department and obtain the acceptance notice of industrial and commercial change registration, Party C shall pay Party A RMB10,000. ..
Article 2.5? Phase II: Party C paid RMB 10000.00 Yuan to Party A a few days ago.
Article 2.6? Stage III: Party C shall pay RMB 10000.00 Yuan to Party A a few days ago.
Article 2.7? Phase IV: Party C shall pay the balance of RMB 10000.00 Yuan to Party A a few days ago.
Article 3 Operation of the Company
Article 3.65438 +0? All parties to the agreement unanimously agree and confirm that since the date when Party C completes the payment obligations agreed in Article 2.4 of this agreement? All industrial and commercial change registration procedures required for equity transfer shall be completed within working days.
Article 3.2? The parties to the agreement unanimously agree and confirm that * * * is the same as the authorization? Responsible for handling all legal procedures required for equity transfer until? The company completed the change registration procedures and obtained a new Business License for Enterprise as a Legal Person.
Article 3.3? Because? In this shareholder structure change, the new shareholder Party C and the original shareholders Party A and Party B will reorganize the board of directors and the board of supervisors. Among them, the board members are? Personnel designated by Party A? Director appointed by Party B? Director appointed by Party C? Director, and agreed to pass? Party A sends personnel to serve as the legal representative (chairman) of the company; The members of the board of supervisors are still? Personnel designated by Party A? The supervisor shall be appointed by Party B? Supervisor, appointed by Party C? Supervisor. General manager by? Party designation.
Article 3.4? Because? In this shareholder structure change, the new shareholder Party C and the original shareholders Party A and Party B will modify the Articles of Association, which will take effect after being approved by the industrial and commercial registration authority. In view of Party C's special status as a venture capitalist, all parties agree to make the following provisions in the Articles of Association:
1. The chief financial officer of the company is appointed by Party C, who is fully responsible for financial management.
2.？ When the shareholders' meeting considers the following major issues, Party C has one veto, that is, if Party C votes against these proposals, they will not be passed:
(1) profit distribution plan and loss compensation plan;
(2) Annual financial budget and final accounts;
(3) amending the articles of association.
(4) matters such as the increase or decrease of registered capital, merger, division, change of corporate form, dissolution and liquidation of the company;
(5) Investing in other enterprises or participating in project cooperation, in which the capital contribution or investment amount exceeds 65,438+00% (inclusive) of the company's net assets or the absolute amount is more than10,000 yuan (inclusive);
(6) The company disposes of assets (including but not limited to the sale, mortgage, transfer, gift and transfer of shareholders' rights and interests of intangible assets and tangible assets), and the target amount exceeds 65,438+00% of the company's net assets (inclusive) or the absolute amount exceeds RMB10,000 yuan (inclusive);
(7) Other matters.
Article 4? Warranties and commitments of Party A and/or Party B
Article 4.65438 +0? Guarantee and commitment of subject qualification
Article 4.65438 +0.65438 +0? Party A warrants and promises what it holds. The company's equity enjoys the complete right to dispose, and there is no priority, lien, mortgage or other restrictive rights and interests, no contingent liabilities or other potential responsibilities or obligations, and no litigation, arbitration or disputes against these equity.
Article 4. 1.2? Party A warrants and promises its actions? The legal and effective shareholders and equity transferor of the Company have effectively signed this Agreement.
Article 4. 1.3? Party B warrants and promises its actions? The legal and valid shareholders of the Company have effectively signed this Agreement and obtained the relevant authorization required for signing this Agreement.
Article 4. 1.4? Party B guarantees and promises to give up transferring Party A to Party C? Company? Pre-emptive right of% equity.
Article 4.65438 +0.5? Party A and Party B guarantee and promise that the equity transfer under this agreement has been obtained? The board of directors and/or the general meeting of shareholders of the company approve and make effective resolutions of the general meeting of shareholders.
Article 4.2? Warranties and commitments concerning assets and business.
Article 4.2.65438 +0? Party A and Party B guarantee and promise that. All assets of the company are legally and effectively owned. The company has full and effective ownership of these assets, and there is no mortgage, pledge or guarantee for itself or others except the information that has been directly disclosed to Party C. ..
Article 4.2.2? Party A and Party B guarantee and promise that. As a development enterprise specializing in real estate projects, the company has obtained all the qualification certificates and relevant approvals required to engage in this kind of business, and guarantees that this equity transfer will not affect? The Company continues to hold all the above qualification certificates and relevant approvals, and continues to engage in such businesses.
Article 4.2.3? Party A and Party B guarantee and promise to be responsible for obtaining the land use right and development right of the real estate project by means of transfer until all government documents and legal documents of the project are approved, and coordinate the work of relevant government departments.
Article 4.2.4? Party A and Party B guarantee and promise that, as of the effective date of this Agreement, the company's production and operation activities conform to the provisions of national laws and regulations and the business scope approved by the company's business license, and? After the completion of this equity transfer, the company has the right to continue to operate these assets and businesses.
Article 4.2.5? Party A and Party B guarantee and promise that all written materials such as documents and materials delivered by Party A and Party B to Party C are authentic. If the written material is a copy, it is consistent with the original.
Article 4.2.6? Party A and Party B guarantee and promise to show all the documents of the real estate project to Party C on the day when Party C performs the payment obligations agreed in Article 2.4 of this agreement, so as to facilitate the construction and management of the real estate project by Party C..
Article 4.3? Guarantees and commitments on financial status and taxes.
Article 4.3.65438 +0? Party A and Party B guarantee and promise to provide Party C with? The company's financial statements and related financial documents are true, accurate, complete and effective, and reflect these contents truly and fairly? As of the effective date of this Agreement, the Company's assets, liabilities (including contingent liabilities, liabilities with undetermined amount or disputed liabilities) and profit and loss status. ?
Article 4.3.2? Party A and Party B guarantee and promise that as of the effective date of this Agreement, the Company has paid all taxes due and payable in accordance with the regulations of national and local tax authorities, and paid all fees due and payable. There is no need to pay or repay, and there is no incident of being punished for violating relevant tax regulations and fees.
Article 4.3.3? Party A and Party B guarantee that they will truthfully and comprehensively disclose to Party C all disputes that they have or have evidence that will occur. What do Party A and Party B promise to provide to Party C for matters that have a significant adverse impact on the company's operation and management? The authenticity of the company's balance sheet.
Article 5? Warranties and commitments of Party C
Article 5.65438 +0? Party C warrants and promises that Party C is a limited company established in accordance with the laws in force in China, which effectively exists and operates legally. Its establishment is a legal person organization authorized by the government to conduct business activities according to law.
Article 5.2? Since the date of signing this Agreement, Party C has not had any events or threats that lead to its closure or termination or have a significant impact on its operation.
Article 5.3? Party C has all legal rights, capabilities and content authorization required for signing and performing this Agreement.
Article 5.4? Party C warrants and promises that the performance of this Agreement will not:
Article 5.4. 1? Violate or contradict the Articles of Association of Party C and other internal normative management documents with the highest effect.
Article 5.4.2? Violate any other contractual obligations that are legally binding on Party C. ..
Article 5.4.3? Violate the laws, regulations and government orders in force in China.
Article 6? keep secret
Article 6.65438 +0? The parties to this agreement promise that they will go through the relevant approval and filing procedures with the relevant government departments or the superior departments of both parties unless in accordance with the provisions of relevant laws and regulations; Or disclosed to a third party to fulfill the obligations or representations and guarantees under this Agreement; Or with the prior written consent of the other party to this agreement, any party to this agreement has obtained relevant information about the affairs under this agreement and the purpose of this agreement? The financial, legal, enterprise management or other information of the company has the obligation to keep confidential (except the information obtained through public channels), otherwise the confidential party has the right to demand the disclosing party to compensate the economic losses caused thereby. This clause shall not become invalid due to the termination of this agreement.
Article 7? force majeure
Article 7.65438 +0? "Force majeure" under this agreement refers to the following facts: natural disasters, wars, etc. (Administrative orders of the government and other government factors are all within the scope of force majeure) Unforeseen, unavoidable and insurmountable circumstances caused by the parties to this agreement.
Article 7.2? If one party fails to perform its obligations under this agreement due to force majeure, it shall not be considered as a breach of contract. However, the party suffering from the above-mentioned force majeure event shall notify the other party in writing immediately after the event, and provide sufficient evidence to prove the occurrence and duration of the force majeure event within 15 days thereafter.
Article 7.3? In case of force majeure, both parties shall immediately consult with each other and seek a fair solution to minimize the impact of force majeure; If this Agreement needs to be dissolved due to force majeure, both parties shall settle it through consultation according to the specific conditions of contract performance.
Article 8 Liability for breach of contract
Article 8.65438 +0? Any party to this agreement who violates any of its warranties and commitments in this agreement shall constitute a breach of contract and bear corresponding liabilities for breach of contract.
Article 8.2? If either party violates or fails to perform part or all of its obligations under this agreement and causes actual losses to the other party, the breaching party is obliged to make full compensation.
Article 8.3? If Party C fails to pay the transfer price within the time limit stipulated in Article 2, Party C shall pay ten thousandths of the payable price per day from the overdue date? Liquidated damages. Where the overdue period exceeds 30 days, Party A has the right to terminate this Agreement, and Party C shall pay Party A liquidated damages? RMB10,000.00 Yuan, and Party A has the right to deduct the liquidated damages from the refundable amount paid by Party C.. If the liquidated damages are insufficient to compensate Party A's losses, Party A has the right to recover from Party C. ..
Article 8.4? If Party A and/or Party B violate the guarantees and commitments made in Article 4 of this Agreement, resulting in the failure to complete the equity transfer agreed in this Agreement, or after the equity transfer is completed, or due to the major debts of Party A and Party B? If the company is unable to operate, Party C has the right to terminate this agreement unilaterally, and Party A shall refund all the money paid by Party C and pay Party C a penalty of 10000 yuan ... If the penalty is not enough to compensate Party C's losses, Party C has the right to recover from Party A. ..
Article 9? Special agreement clause
Article 9.65438 +0? After negotiation, all parties agree that the equity transfer shall be made by? Fang is mainly responsible for organizing? Operation and management of the company.
Article 9.2? All development expenses of real estate projects shall be borne by Party A, Party B and Party C according to their respective roles. The company's equity proportion bears the actual cost of the project, which should be included? The cost of the company.
Article 9.3? Both parties to this agreement agree to take the date of signing this agreement as their confirmation? The base date of the company's assets and liabilities. Happened before the base date? All debts of the company, if caused by Party A and Party B, shall be paid off by Party A and Party B? Lawsuits, arbitrations or other administrative rights restrictions of the Company shall be settled by Party A and Party B themselves, and Party C shall not bear any economic and legal responsibilities.
Article 9.4? Both parties to this agreement agree to sign another equity change agreement at the same time as signing this agreement. If the breach of contract agreed in Article 8 of this Agreement occurs and the conditions for dissolution of this Agreement are met, this equity change agreement will come into effect, and the observant party can go to the industrial and commercial department to register the equity change on its own with the equity change agreement. The shareholding structure of the company is restored to the state that both Party A and Party B are shareholders of the company, and the defaulting party shall bear corresponding liabilities for breach of contract in accordance with this Agreement. (as the case may be)
Article 9.5? In order to facilitate the registration of industrial and commercial changes, this agreement can adopt the equity transfer format contract uniformly formulated by the industrial and commercial departments. In case of conflict between the terms of the Uniform Format Contract and the terms of this Agreement, the terms of this Agreement shall prevail.
Article 10? Cost burden
Article 10. 1? All taxes and fees arising from the equity transfer under this agreement shall be handled in accordance with the provisions of laws and administrative regulations; If there is no provision, it shall be shared equally by all parties to the agreement.
Article 11? Termination of the agreement
Article 1 1. 1? This agreement will be automatically dissolved when the dissolution conditions agreed in this agreement are met.
Article 1 1.2? If both parties reach a written agreement, they can sign a written agreement to terminate this agreement.
Article 1 1.3? If either party exercises the right to unilaterally terminate the contract, it shall notify the other party 15 days in advance, and the notice shall be handled in accordance with Article 13.3.
Article 12? Settlement of disputes
Article 12. 1? If there is any dispute between the two parties concerning the performance or interpretation of this agreement, it shall be settled through negotiation first; If negotiation fails, the case shall be submitted to Yinchuan Arbitration Commission for arbitration, which shall apply its arbitration rules, and the final arbitration award shall be binding on both parties. Arbitration fees and attorney fees shall be borne by the losing party.
Article 13 Others
Article 13. 1? The annexes to this agreement are an integral part of this agreement and have the same legal effect as this agreement.
Article 13.2? If there are any matters not covered in the performance of this agreement, the parties may sign a supplementary agreement, which has the same legal effect as this agreement.
Article 13.3? Any document, reply and any other contact delivered by one party to the other party under this agreement must be delivered in writing to the address of the other party listed in this agreement or the change address notified by the other party in the manner described in this article. If it is sent by registered mail, it shall be deemed to have reached the other party on the seventh day after mailing (subject to the postmark date); If it is delivered directly, it shall be deemed as delivered when the other party signs for it.
Article 13.4? This agreement shall be established as of the date of signature or seal by all parties, and shall take effect as of the date when Party C pays the deposit to Party A. ..
Article 13.5 After this agreement comes into effect, the original seal of the company will no longer be used except for industrial and commercial registration or unexpected circumstances agreed by all parties. After the industrial and commercial change registration is completed, a new seal will be activated.
Article 13.6? This agreement is made in octuplicate, with Party A, Party B and Party C holding two copies respectively, one for filing with the industrial and commercial department and one for keeping? For the record of the company, each copy has the same legal effect.
Attachment:
Attachment 1: list of the company's net assets, creditor's rights and debts. (including all contracts signed internally and externally)
Annex II: Fee Schedule
Party A (signature):
Party B (official seal):
Signature of legal representative or its authorized representative:
Party C (official seal):
Signature of legal representative or its authorized representative:
Date of signature: 2000? date month year