Private Share Transfer Agreement Part 1
Party A (Transferor): ________________ Party B (Transferee): ________________
住所：________________ 住所：________________
1. Transfer of equity
(1) Party A transfers its ____% equity interest in the company to Party B;
(3) The transfer price determined by Party A and Party B is RMB ____ million;
(4) Party A guarantees that the equity transferred to Party B does not have the right of claim of a third party, does not set up any pledge, and does not involve any disputes and lawsuits.
(5) After the transfer, Party B shall continue to perform the capital contribution obligation of this part of the equity transferred by Party A to Party B that has not actually paid the capital contribution.
(Note: If the equity transferred this time is the part of the capital contribution paid, paragraph 5 will be deleted)
(6) After the completion of the equity transfer, Party B will enjoy ____% of the shareholders' rights and assume obligations. Party A no longer enjoys the corresponding shareholder rights and obligations.
2. Payment of the transfer money
(Note: The time and method of payment of the transfer money shall be agreed upon by the transferor and specified here)
3. Liability for breach of contract
(1) If one party fails to perform or seriously violates any provision of this agreement, the breaching party shall compensate the non-breaching party for all economic losses. Unless otherwise specified in the Agreement, the non-breaching party shall also have the right to demand the termination of this Agreement and claim compensation from the breaching party for all economic losses suffered by the non-breaching party.
(2) If Party B fails to pay the equity price on time in accordance with the provisions of Article 2 of this contract, it shall pay a late fee of ______‰ of the delayed part of the price for each day of delay. After Party B pays the late fee to Party A, if Party B's breach of contract causes losses to Party A that exceeds the amount of the late fee, or if Party B's breach of contract causes other damages to Party A, it does not affect Party A's right to claim compensation for the excess or other damages.
4. Modification and Termination of the Agreement
In any of the following cases, this Agreement may be changed or terminated, provided that both parties shall sign a modification or termination agreement.
(1) The performance of this Agreement cannot be performed due to force majeure or external factors that cannot be prevented although one party is not at fault;
(2) one party loses the actual ability to perform the contract;
(3) The performance of the agreement becomes unnecessary due to a breach of contract by one party, which seriously affects the economic interests of the other party;
(4) Due to changes in circumstances, both parties have agreed through consultation;
(5) Other changes or termination of the agreement as agreed in the agreement.
5. Governing Law and Dispute Resolution
(1) This Agreement shall be governed by the laws of the People's Republic of China.
(2) All disputes arising out of or in connection with the performance of this Agreement shall be settled through friendly negotiation between the two parties; If the negotiation fails, it will be resolved through litigation.
6. Effectiveness of the Agreement and Others
(1) This Agreement shall come into force after being signed and sealed by both parties.
(2) The effective date of this agreement shall be the date of equity transfer, and the company shall change the register of shareholders and renew the certificate of capital contribution accordingly.
(3) This contract shall be in quadruplicate, one copy shall be held by Party A and Party B, one copy shall be filed by the company, and one copy shall be applied for change of registration.
Party A (official seal): _________ Party B (official seal): _________
Legal Representative (Signature): _________ Legal Representative (Signature): _________
_____________Month____ ___________________
Private Equity Transfer Agreement Part 2
Transferor: ______________ (hereinafter referred to as Party A)
Transferee: ______________ (hereinafter referred to as Party B)
In view of the fact that Party A legally owns _____________% equity in _________________ Company (hereinafter referred to as the Company), Party A now intends to transfer all its equity in the Company, and Party A's request to transfer its equity has been approved by the shareholders' meeting of the Company.
In view of the fact that Party B agrees to acquire _____________% equity interest in the company owned by Party A.
In view of the fact that the shareholders' meeting of the company also agreed that Party B would acquire _____________% equity interest in the company owned by Party A.
After friendly consultation, in line with the principles of equality, mutual benefit and consensus, both parties have reached the following agreement on the equity transfer:
Article 1 Equity transfer
1. Party A agrees to transfer its equity in the company, that is, _____________% of the company's registered capital, to Party B, and Party B agrees to transfer.
2. The equity that Party A agrees to sell and Party B agrees to purchase, including all carried interests and rights under the equity, and the above equity does not create any (including but not limited to) liens, mortgages and other third-party rights or claims.
3. After the agreement comes into effect, Party A will not assume any responsibility or obligation for the company's operation and management, creditor's rights and debts.
Article 2 The price of equity transfer and the method of payment of the price
1. Party A agrees to transfer _______________% of its equity in the company to Party B at _____________ yuan according to the conditions stipulated in this contract, and Party B agrees to transfer the equity at this price.
2. Party B agrees to pay the contract price to Party A in the following ways:
Party B agrees to pay RMB to Party A on the date of signing of this contract; After Party A and Party B handle the registration of the change of the completion contractor, Party B shall pay the remaining price of _____________ yuan to Party A.
Private Equity Transfer Agreement 3
转让方：__________________
Registered address: ________________
Legal representative:______________
Phone:____________________
受让方：__________________
Registered address: ________________
Legal representative:______________
Phone:____________________
Given:
1.__________________________________________
2. Party A is a limited liability company registered with the Shenzhen Administration for Industry and Commerce.
3. As of the end of the year, the total share capital is _______ shares, of which Party A, as the _______ shareholder, holds _______ shares, accounting for _______% of the total share capital.
4. Party B intends to transfer _______ shares _______ shares held by Party A, accounting for _______% of the total share capital of _______.
Based on the principles of equality and mutual benefit, common development, equivalent compensation, and good faith, and in accordance with the Company Law of the People's Republic of China, the Stock Listing Rules of the Shenzhen Stock Exchange and other relevant laws, regulations and regulations, Party A and Party B enter into this document as the basis for clarifying the rights and obligations of both parties in completing the equity transfer under this contract, so that Party A and Party B can jointly comply with and perform them.
1. Definitions
1.1 In this Contract, unless the context otherwise requires, the following expressions shall have the following meanings:
1.1.1 Contract: Signed by both parties on _______, _______, _______ in Shenzhen.
1.1.2 Transfer: refers to the act of transferring the _______ shares legally held by Party A to Party B.
1.13 Accounting report: _______ audited accounting report with _______ as the base date of _______, _______.
1.1.4 China Securities Regulatory Commission: China Securities Regulatory Commission.
1.1.5 Base date: refers to the _______ date of _______ _______, which is the deadline for _______ report.
1.1.6 Underlying shares: _______ shares transferred by Party A in accordance with this contract and transferred by Party B.
1.1.7___________________________________
1.1.8 refers to the renminbi, the legal tender of China.
1.1.9 Date of signing: the date on which both parties A and B sign this contract.
1.1.10 Effective Date: has the meaning given to it in clause 15.1 of this Contract.
1.1.11 The date of completion of the share transfer: the date on which both parties A and B deliver the total amount of the transfer of the target shares and complete the registration and transfer procedures of the subject shares in Shenzhen Securities Registration Co., Ltd.
1.1.12 Termination date: the date on which both Party A, Party B or either party terminates the performance of this contract and/or terminates this contract in accordance with the relevant provisions of this contract.
1.1.13 Force Majeure: has the meaning given to it in Article 13 of this Contract.
1.1.14 Ministry of Finance: refers to the Ministry of Finance of the People's Republic of China.
1.2 Any legal provisions quoted in this contract shall be understood or interpreted as follows:
1.2.1 The relevant legal provisions and their amendments and supplements that come into effect at the time of signing this contract.
1.2.2 Legal notices and orders made in accordance with relevant legislation in force at the time of signing this contract.
1.3 The headings of each paragraph of this Contract are for convenience only and shall not have any effect on the meaning or interpretation of the terms.
2. Transfer of shares
2.1 Party A agrees to transfer its _______ shares _______ shares to Party B for compensation in accordance with the provisions and conditions of this contract, and Party B agrees to transfer the underlying shares in accordance with the provisions and conditions of this contract.
2.2 After the completion of the transfer of shares under this contract, Party B will hold _______ shares of state shares, accounting for _______% of the total share capital of Kangdal.
3. Accounting report
3.1__________________________________________
3.2 Both parties agree to make the ____________________________ a necessary annex to this contract, and to use the financial statements and financial data such as the balance sheet, income statement, cash flow statement and other ______________ balance sheet, income statement, cash flow statement and other financial data in the ______________ Report that have been reviewed and verified by Chinese certified public accountants who are qualified to engage in securities business, as well as the relevant information in the annual report. The assets and financial basis of the share transfer between the two parties.
4. Commitments and Warranties
4.1 As the share transferor and the largest shareholder of Kangdal, Party A makes the following explanations, commitments and guarantees to Party B for Party A and _______ the relevant circumstances before the date of signing this contract;
4.1.1 Legal Status
(1) _______ is a legally established and validly existing listed company with the approval of the relevant government departments, and Kangdal has all the valid government approvals, certificates and licenses required for normal and legal operation in accordance with its business license.
(2) Party A is the legal owner of the underlying shares and enjoys all the corresponding legitimate rights and interests.
(3) Party A transfers the underlying shares of the _______ owned by Party A to Party B in accordance with the provisions of this contract, and the shares do not create any mortgage, pledge or any other form of guarantee and/or third-party rights.
and (4) no other contracts and/or other binding arrangements that are or will come into force other than this Contract give rise to the transfer of the Underlying Shares to any third party.
4.2 As the transferee of shares, Party B hereby makes the following commitments and warranties to Party A:
4.2.1 Legal Status
(1) Party B is a limited liability company legally established and validly existing with the approval of the relevant government departments, and Party B has all valid government approvals, certificates and permits required for normal and legal operation in accordance with its business license.
(2) In accordance with the provisions of the current effective laws, regulations and normative documents, Party B has the legal qualification to transfer the _______ shares owned by Party A. Party B has the right to transfer _______ shares from Party A in accordance with the provisions and conditions of the contract.
4.2.2 Financial capacity
(1) Party B has sufficient financial resources and financial ability to perform this contract, and all payments under the contract shall be paid in cash in RMB, and the share transfer price shall be paid on time and in full in accordance with the provisions of this contract.
(2) Party B will not have serious difficulties in its financial resources and other major adverse effects due to the conclusion and performance of this contract.
4.2.3 Third Party Relationships
(1) The conclusion and performance of this contract by Party B shall not constitute an obstacle to its relationship with any third party (including but not limited to any contract, contract, responsibility and obligation arrangement, commitment and constraint entered into between Party B and a third party).
(2) There is no obstacle to the inability or full performance of this contract due to the relationship between Party B and a third party.
4.2.4___________________________________
4.3 Continuity
The commitments and warranties made by Parties A and B above above in this article are continuous, and during the validity period of this Contract, such commitments and warranties shall be deemed to be repeated and shall not be invalidated by the completion of the share transfer transaction.
5. Transfer price and payment method
5.1 The net asset value per share of Kangdal as stated in the reference ______________ is 0.13 yuan, and both parties agree to determine the transfer price of the underlying shares under this contract at 0.13 per share
5.2 The transfer price of the ______________ shares transferred by Party A to Party B under this contract shall be RMB (the same below) _______ yuan.
5.3 The payment methods agreed by both parties are as follows:
(1) Within _______ days from the date of signing this contract, Party B shall pay 20% of the total transfer price to Party A as a _______, and the payment amount shall be _______ yuan. It also serves as a _______ for the performance of this contract.
(2) Within seven days after the transfer of shares is approved by the _______, Party B shall pay Party A the _______ of the total amount of the transfer price as the second installment, and the amount paid shall be _______ yuan.
(3) Within seven days after the transfer of shares is approved by the _______, Party B shall pay Party A the total amount of the transfer price _______ as the third installment, and the payment amount shall be _______ yuan.
④______________________________________。
5.4 Party B shall remit the above transfer price to the following bank account designated by Party A:
Payee:_____________________
Bank: _____________________
Account:_____________________
If Party A changes the above-mentioned designated bank account as needed, Party A shall give Party B a written notice at least 15 days before the agreed payment date, otherwise Party B shall not be liable for any delay in payment.
5.5 Party B shall pay the transfer price to Party A in cash in RMB.
5.6 Party B has the right to pay any or all of the transfer price payable in advance, and Party A agrees to this and will give full cooperation in the collection.
5.7 The taxes and fees related to the transfer of shares under this contract shall be paid by both parties in accordance with the provisions of relevant laws and regulations; If the provisions are not clearly determined, both parties shall bear 50%.
6. Information disclosure and registration and transfer
6.1 After the signing of this contract, this contract shall be submitted to the relevant competent departments at all levels (including but not limited to the state-owned asset management department) for examination and approval in accordance with the relevant provisions and legal requirements and procedures in accordance with the principle of Party A's responsibility and Party B's assistance.
6.2_______________________________________
6.3_______________________________________
6.4_______________________________________
6.5 The approval of the transfer of the underlying shares and the registration of changes shall be handled jointly by both parties, and in the case of not violating the provisions of this contract, the two parties must provide relevant documents promptly after the other party makes a request, otherwise the delay or loss caused by this shall be borne by the delay.
7. Transfer and acquisition of equity
7.1 After Party A and Party B complete the share registration and transfer procedures in accordance with the provisions of Article 6.4, Party B will legally obtain the ownership of the ______ shares transferred by Party A, and Party B will fully enjoy the shareholder rights of the subject shares and assume the shareholder obligations of the subject shares in accordance with the provisions of laws, regulations, normative documents and the articles of association of Kangdal Company.
八、____________________________________
IX. Announcement
9.1 After the signing of this contract, Party A shall allow and assist Party B to visit and inspect the main production and production base of Kangdal, and continue to assist Party B to understand Kangdal's operation, financial information and contract documents and materials within the scope of the law.
10. Confidentiality
10.1 In view of the fact that the transfer of the ______ shares may cause stock price fluctuations, and the transfer of shares involves the approval procedures of the competent government departments, in order to avoid premature disclosure and disclosure of information about the transfer of shares of ______ and state shares and adversely affect the transfer of shares under this contract and the transaction of ______ of outstanding shares, both parties agree and undertake to take strict confidentiality measures for the transfer of shares involved in this contract. Information disclosure matters related to the transfer of ______ state shares will be carried out in strict accordance with the requirements of relevant national laws, regulations and relevant rules.
10.2 Both parties A and B shall take corresponding confidentiality measures for the trade secrets and other documents of the parties concerned who know each other due to the transfer of shares under this contract, and shall not disclose them to any third party without the permission of the corresponding right holders.
10.3 Party B hereby undertakes that if the transfer of shares under this contract fails to obtain the approval of the relevant government departments (including but not limited to the failure of the Ministry of Finance to approve Party A's transfer application), resulting in the failure to perform this contract, all the relevant trade secrets and documents related to Kangerda obtained and learned by Party B in accordance with the provisions of this contract will be returned to the corresponding rights holders (including but not limited to Party A and Kangdal). Party B will also take confidentiality measures to keep confidential other information that Party A and Kangdal need to keep confidential.
The term "failure to perform the contract" as used in this article shall be confirmed by both parties A and B, and the confidentiality period shall be two years from the date on which the contract cannot be performed confirmed by both parties.
10.4 Clauses 10.1 to 10.3 stand alone and are not void by reason of the invalidity of this Contract.
11. Restrictions on the transfer of rights
11.1 After the signing of this contract and before the registration and transfer of the underlying shares, Party B shall not transfer the rights or obligations under this contract to a third party in any form; Otherwise, such transfer shall not have any legal effect, and Party B shall be liable for breach of contract to Party A due to such transfer.
11.2 After the signing of this contract and before the registration and transfer of the underlying shares, Party B shall not mortgage, pledge or set any other form of security for the underlying shares. Unless confirmed in writing by both parties A and B, Party B shall not entrust others to exercise the rights corresponding to the underlying shares.
11.3 After the signing of this contract, unless the validity of this contract is terminated or this contract is terminated, Party A shall not separately mortgage, pledge or establish any other form of security for the subject shares it transfers to Party B, nor shall it transfer the subject shares to others in any way, or entrust others (other than Party B) to exercise the rights corresponding to such subject shares. However, Party A has the right to dispose of the underlying shares in any way due to Party B's breach of Clauses 4.2.2, 4.2.3, 4.2.4, 5.3 and 5.5 of this Contract.
12. Liability and compensation for breach of contract
12.1 After the signing of this contract, both parties shall strictly perform the provisions of this contract, and either party shall be liable for breach of contract in accordance with the provisions of this contract if it violates this contract; If losses are caused to the non-breaching party, the breaching party shall also compensate for its losses. If Party B fails to perform the obligations specified in 4.2.4 within the specified period, this contract shall be terminated, and Party A shall have the right to confiscate the deposit paid by Party B.
After this contract is approved and takes effect, except for the occurrence of force majeure events agreed in this contract, if Party B unilaterally terminates this contract, Party A has the right to confiscate Party B's deposit and payment; If Party A unilaterally terminates this contract without reason, it shall return double the deposit to Party B.
12.2 Party B shall pay the transfer price to Party A in a timely manner in accordance with Article 5 of this contract, and if it is overdue, it shall pay liquidated damages to Party A according to the standard of 3/10,000 per day of the payable amount.
12.3 If Party B is overdue in the payment of the transfer price under this contract, and fails to pay the current transfer price under this contract within 15 days after the expiration of any installment payment period, Party A has the right to choose any of the following ways to exercise the right of relief;
(1) Termination of this contract. The termination of the contract shall take effect on the date on which Party A delivers written notice to Party B. At that time, Party A has the right to confiscate the deposit paid by Party B; If the amount is insufficient to compensate for the losses caused by Party B to Party A, Party B shall also compensate for it. The balance shall be returned to Party B without interest within seven days after the two parties negotiate or clarify the specific amount to be refunded through legal channels.
(2) The partial termination of the contract shall take effect. Party A has the right to confirm the validity of part of this contract according to the amount actually paid by Party B, and at the same time invalidate the part that is overdue. Therefore, Party B will own a part of the underlying shares of Kangdal Company. However, Party B shall still pay liquidated damages equivalent to 10% of the total share transfer price to Party A and compensate Party A for the losses caused thereby.
(3) The contract continues to be performed. Party B shall pay liquidated damages to Party A at the rate of 3/10,000 per day of overdue payment and compensate Party A for the losses caused thereby.
13. Force Majeure
13.1 The party that encounters the above-mentioned force majeure events directly affects the performance of this contract due to earthquakes, typhoons, floods, wars and other unforeseeable force majeure events that cannot be prevented or avoided due to their occurrence and consequences, or cannot be performed in accordance with the conditions specified in this contract. The other party shall be notified of the accident in writing immediately, and a valid certificate issued by the competent authority shall be provided within 15 days that can explain the details of the force majeure event and the reasons why the contract cannot be performed or partially cannot be performed or needs to be postponed. According to the degree of impact of the force majeure on the performance of this contract, the two parties shall decide whether to terminate this contract, or partially exempt from the liability of this contract, or postpone the performance of this contract. If this contract is terminated due to the reasons listed in this article, the deposit and transfer price paid by Party B shall be returned to Party B by Party A without interest.
14. Governing Law and Dispute Resolution
14.1 The conclusion, validity, interpretation, performance and dispute resolution of this contract shall be governed by the laws of the People's Republic of China.
14.2 All disputes arising from or in connection with the execution of this contract shall be settled by both parties through friendly coordination; Negotiation begins on the date on which one party gives notice to the other party of the dispute and its desire to resolve the dispute through negotiation. If the parties are unable to resolve the dispute within 30 days after the commencement of negotiations, either party shall have the right to submit to arbitration.
14.3 During the arbitration, the parties shall continue to perform the other provisions of this contract, except for the disputed matters submitted to arbitration.
XV. Entry into Force and Others
15.1 Clauses 4.2.4, 5.1 to 5.8, 6.1, 6.2, 8.1 to 8.3, 10.1 to 10.3, 11.1 to 11.3 of this Contract, with the consent of both parties, shall be binding on both parties from the date of signing by both parties and approved by the People's Government of Longgang District, Shenzhen.
15.2 Both parties shall take a prudent attitude to ensure that their actions comply with the requirements of laws, regulations and relevant rules, so that the transfer of shares under this contract can be carried out legally and effectively.
15.3 Party A and Party B shall, in accordance with the provisions of this contract and the requirements of relevant laws, regulations and rules, go through the approval procedures for the transfer of the subject shares under this contract with the state, the state-owned asset management department of Shenzhen Municipality, the securities management institution and other competent authorities.
15.4 For matters not covered in this contract, both parties shall negotiate in a timely manner and make necessary amendments and supplements to this contract. Amendments and additions to this contract shall be made in writing.
15.5 In this Contract, unless otherwise specified or otherwise agreed in writing by both parties, notices, instructions or letters given by either party to the other party shall be sent to the place of registration indicated on the first page of this contract by the other party. With the consent of the other party, it may also be faxed to the fax number indicated by the other party on the first page of this contract. Otherwise, the other party shall not be liable for breach of contract for any delay in the performance of responsibilities and obligations caused thereby.
Private Equity Transfer Agreement 4
Business license of the transferor (Party A):
Address: Zip Code:
Legal Representative: _ Telephone:
Business license of the transferee (Party B):
Address: Zip Code:
Legal Representative: _ Telephone:
Based on the principle of equality and mutual benefit, Party A and Party B have reached the following agreement on the transfer of shares of _________ Company through friendly consultation:
1. Equity transfer price and payment method
2. Party B agrees to pay the shares transferred by Party A in cash in a lump sum within the day of the conclusion of this contract.
2. Warranty clauses of both parties
1. Party A guarantees that the shares transferred to Party B are Party A's real capital contribution in the company, and are the equity legally owned by Party A, and Party A has the full right to dispose of them. Party A warrants that there is no mortgage, pledge or guarantee for the transferred shares, and is free from recourse by any third party. Otherwise, all liabilities arising therefrom shall be borne by Party A.
2. After Party A transfers its shares, its original rights and obligations in the company shall be transferred to Party B with the transfer of shares.
3. Party B acknowledges the articles of association and the provisions of this contract, and guarantees to perform its obligations and responsibilities in accordance with the provisions of the articles of association.
3. Profit and loss sharing
After the company is approved by the administrative authority for industry and commerce and registers the change of shareholders, Party B will become a shareholder of the company, and share the company's profits and losses according to the proportion of capital contribution and the articles of association.
4. Bearing Costs
All costs for the transfer of shares stipulated by the Company shall be borne by both parties A and B in accordance with the regulations.
5. Modification and termination of the contract
The contract may be modified or terminated in any of the following cases, provided that both parties enter into a written variation or termination of the contract:
1. This contract cannot be performed due to force majeure or external factors that cannot be prevented although one party is not at fault.
2. One party loses the actual ability to perform the contract.
3. Due to the breach of contract by one or both parties, the economic interests of the non-breaching party are seriously affected, making the performance of the contract unnecessary.
4. Due to changes in circumstances, both parties agree to change or terminate the contract through negotiation.
6. Settlement of Disputes
1. Disputes related to the validity, performance, breach of contract and termination of this contract shall be settled through friendly negotiation between the parties.
2. If the negotiation fails, either party may apply for _____ or file a lawsuit with the people's court.
7. Conditions and date of entry into force of the contract
This contract shall come into force after being approved by the general meeting of shareholders of the company and signed by all parties.
8. This contract shall be executed in 4 copies, one copy of each party A and B, one copy shall be submitted to the administrative authority for industry and commerce, and one copy shall be deposited by the company, all of which shall have the same legal effect.
Party A (Signature)_Party B (Signature)
_________, _________, 20____________________________, 20_________
Private Equity Transfer Agreement 5
Seller: ___________ (hereinafter referred to as Party A)
Buyer: ___________ (hereinafter referred to as Party B)
After negotiation between Party A and Party B, the following agreements are reached:
1. Party B voluntarily purchases Party A's duck breeding farm, _______ 10,000 ducks and its supporting farms, each _______ yuan, total: ________ million yuan.
The base price of the duck farm is implemented and managed by Party A with reference to the basic same price of the surrounding breeding community at the same level. Duck farms due to the provisions of the national food safety law, shall not produce their own feed, duck feed must use brand full price feed, qualified manufacturers of feed, feed price for the same market price.
2. Party B breeds independently, Party A does not intervene, at its own risk, and the duck insurance premium and insurance compensation are all obtained by Party B, and Party A does not participate. The duck is free to sell and buy Party B, and Party A shall not interfere. All duck breeding duck farms must comply with the national animal drug regulations, never use human drugs, such as found, who is responsible for who is responsible, and Party A has nothing to do.
3. Party B must cooperate with Party A to do a good job in community security, fire prevention, anti-theft, etc., and the public security organs shall intervene when necessary.
4. Modification, rescission and termination of the contract
This Agreement may be changed or terminated under any of the following circumstances, provided that both parties shall sign a modification or termination agreement:
1. This agreement cannot be performed due to force majeure or external factors that cannot be prevented although one party is not at fault;
2. One party loses the actual ability to perform the contract;
3. Due to the breach of contract by one party, the economic interests of the other party are seriously affected, making the performance of the contract unnecessary;
4. Due to changes in circumstances, both parties agree through negotiation;
5. Other changes or termination of the agreement agreed in the contract.
5. Liability for breach of contract
1. After this Agreement comes into effect, if either party fails to perform its obligations in accordance with the provisions of this Agreement, it will be deemed to be in breach of contract. The breaching party shall compensate the other party for all actual losses caused by its breach of contract and bear all economic, administrative or legal liabilities arising from its breach.
2. The liability for breach of contract borne by either party due to the violation of the provisions of this agreement shall not be discharged due to the completion of the transfer procedures of this equity transfer.
6. Dispute Resolution Clause
This Agreement shall be executed in duplicate, one copy of which shall be held by both parties and shall have the same effect, and shall come into force on the date of signature and seal of both parties.
甲方 _____________
乙方：____________
______, ______________________________________________________
Private Equity Transfer Agreement 6
Party A: ______________, ID number: _______________,
Party B: _______________, ID number: __________________,
Given:
1. Party A is the legal shareholder of ___________ Company (hereinafter referred to as "___________ Company"), Party A enjoys the equity of _______ Company, the equity of _______ Company, and the equity of _________ Company, and Party A is all shareholders of the Company, and the equity does not have any rights defects;
2. Party A's _______, __________ and ____________ unanimously agree to transfer all the equity and all assets of the "___________ Company" held by Party A to Party B;
3. Party B agrees to transfer all the equity and all assets of the company; On the basis of voluntariness, equality and consensus, Party A and Party B have reached the following agreement on the transfer of all equity and all assets of the "Company" for both parties to comply with and implement:
1. Commitments related to defects in the subject matter and rights of the transfer
1. The target company involved in this transfer agreement is "________ Company", and Party A holds 100% of the company's equity and all assets and materials (see the list of items and materials for details);
2. Party A solemnly promises that from the date of signing this agreement, there is no defect in the rights of the equity of the "_________ Company" transferred by it, and the "Company" is external
There are no debts and no rights defects such as mortgage, lease, sale, guarantee, etc.
2. The premise, basis and effective conditions of equity transfer
(1) Party A promises: "________ Company" signed the "Supplementary Agreement to the Land Replacement Agreement" with the Chongqing Chayuan New Area Development and Construction Management Committee (hereinafter referred to as the Tea Garden Management Committee) and the company on ________ _____, _________, according to the provisions of the supplementary agreement, the Tea Garden Management Committee agreed that the "Company" designated by the company as the owner as the owner of the A13-1 plot (the new planning number of the land is A13- 1/03 and A13-2/02) (hereinafter referred to as the "target project"), therefore, the "Company" enjoys and undertakes the relevant rights and obligations stipulated in the "Land Replacement Agreement" signed between the Company and the Tea Garden Management Committee on ________, _____, _________. Combined with the above agreement, and in accordance with the decision of the Nan'an District Party Committee and the District Government (attached), the Tea Garden Management Committee is responsible for converting the ___________ million yuan invested by the company (the certificate is attached) into the prepaid land transfer fee for the delisting of the land by the "company". The Company intends to use the delisted land to develop the following projects:
Project Name: ______________
Project Location: _____________
Covers an area of about: ______________ acres,
Floor area of about: _____________ square meters;
Nature of project land: commercial and residential land;
(2) Party A shall ensure that the "Company" obtains the land use right at a price of no more than _____________ yuan/㎡ (including __________ yuan/㎡, the same below), that is, the total amount of comprehensive land transfer fee (excluding the relevant taxes and fees collected by relevant government departments) does not exceed _______ million yuan ________ yuan/㎡ x1________㎡) to delist the land, otherwise Party B has the right to terminate this agreement;
(3) Party B shall deposit ______ million yuan into the land transfer account opened by Party B within the working day of the land bidding, auction and listing publicity, and Party A shall also deposit RMB _______ million yuan, if the "company" fails to obtain the land use right at a price below ______ yuan/㎡, the RMB ________ million yuan shall be used as the capital occupation loss paid by Party A to Party B;
(4) If Party A obtains the land at a price of more than ____________ yuan/㎡ in the bidding, auction and listing process, Party B does not need to pay any fees.
3. The composition and payment method of the transfer price
1. Time and liability for breach of contract (1) Composition of the transfer price: the land transfer fee of __________ million yuan paid by Party A to the government through the company (the certificate is attached);
2. The difference of land transfer fee = (__________ yuan/㎡ - actual delisting price of the land) x 120,000㎡;
(2) The method and time of payment of the transfer price:
1. Party B shall pay Party A a deposit of ___________ million yuan for equity transfer within working days from the date of signing this agreement, which will be automatically converted into the equity transfer price after the land is delisted;
2. Party B shall pay the balance of the equity transfer price to Party A within working days after the land is delisted.
Fourth, the industrial and commercial change registration
1. Within three working days from the date of signing this agreement, Party A and Party B shall jointly go to the administrative department for industry and commerce to go through the formalities for the change of registration for industry and commerce, and all taxes and fees arising therefrom shall be borne by Party A;
2. The relevant materials required for the improvement of the industrial and commercial change registration such as equity (including but not limited to the equity transfer agreement used in the industrial and commercial change registration) are only used
For industrial and commercial changes, the above information will not have any legal effect on the rights and obligations of both parties in this agreement.
3. From the date of equity transfer, Party A no longer enjoys and assumes any rights and obligations of the project.
5. Party A's rights and obligations
1. Party A is responsible for assisting Party B to improve the relevant procedures of all the above-mentioned projects of the "Company".
2. Party A guarantees that there are no disputes over the boundaries of the project and that the property rights of the project are clear.
3. Party A reserves the following bank account for the performance of this agreement:
Bank: _____________,
Household:______________
Account:_____________.
4. Party A promises to transfer the deposit of ___________ million yuan paid by Party B to the above account reserved by Party A, which shall be jointly supervised by Party B until the date of completion of the industrial and commercial change registration.
6. Party B's rights and obligations
1. Party B shall bear the construction of the project by itself, and bear all the costs arising therefrom, and shall build the project to the completion and acceptance, and enjoy the relevant rights and interests of the project.
2. Party B shall pay the transfer money to Party A on time and as agreed, and bear all economic and legal responsibilities arising therefrom.
3. Party B promises to deposit RMB _____________ RMB into the bank account (opening bank: __________, account head: ____________, account number: ________________) opened by Party B before ____________, and Party A will supervise it until the date when Party B pays the equity transfer price.
7. Termination
If the "Company" fails to obtain the land use right at a price of less than ______________ yuan/㎡, both parties have the right to terminate this agreement.
After the termination of this Agreement, Party A shall return to Party B the total amount of equity transfer money (including deposit and land transfer deposit) paid by Party B to Party B, and Party A shall pay Party B RMB _________________ million for the loss of capital occupation of the above-mentioned amounts. After Party A has fulfilled the payment agreed in paragraph 2 of this article, Party B shall cooperate with Party A to register the equity change of the "Company" as Party A within three working days, and all taxes and fees arising therefrom shall be borne by Party A.
8. Liability for breach of contract:
(1) If Party B fails to pay the corresponding transfer money to Party A as agreed, Party B shall pay liquidated damages to Party A every day according to % of the unpaid amount.
(2) If Party A fails to provide Party B with the corresponding materials as agreed, Party A shall bear the corresponding liability for breach of contract and compensate Party B for all losses caused thereby.
9. Transfer and handover of assets and materials and related matters
On the date of the industrial and commercial change registration between the two parties, Party A shall provide Party B with the original of all industrial and commercial production and operation licenses and related materials of the "Company" [including but not limited to (if any): the original and copy of the business license of the enterprise legal person, the organization code certificate, the real estate development qualification certificate, the tax registration certificate, the Supplementary Agreement to the Land Replacement Agreement, the Land Replacement Agreement, and the payment voucher of _______ million yuan of funds, etc.], so as to ensure that Party B can operate normally; (See Appendix: List of Documents, Documents and Information)
10. Seal Clause
1. Both parties agree that all the seals of the "Company" (including but not limited to the administrative seal, financial seal, contract seal, and private seal of the legal representative, hereinafter referred to as the "old seal") used by Party A will cease to be used after the financial settlement date of both parties, and Party B will use the new seal of the "Company";
2. Party A shall bear the legal consequences arising from Party A's use of the "old seal", and Party B shall bear the legal consequences arising from the new seal;
3. The "old seal" shall be jointly supervised and destroyed after the handover of both parties A and B.
11. Employee Terms
In principle, Party B shall decide whether to re-employ the employees of the "Company" hired by Party A according to the actual situation;
12. Service Terms
If both parties reserve the following addresses and contact persons for the purpose of service by both parties, and if one party changes the following reserved address and contact person, it shall notify the other party in writing three days in advance.
Party A's reserved delivery address and contact person are: _________________
Party B's reserved delivery address is: _________________________
XIII. Miscellaneous
1. This Agreement shall come into force on the date of signature by both parties.
2. There are ________ copies of this agreement, _______ copies held by Party A and _______ copies held by Party B, all of which have the same legal effect.
3. Disputes arising from the performance of this Agreement shall be under the jurisdiction of the people's courts.
4. For matters not covered herein, both parties A and B may negotiate separately and sign a supplementary agreement.
甲方：_______________
乙方：____________
Place of contract: _____________
Date of Signing: _______________