Guaranteed exchange option agreement

Party A: _________
Legal representative: _________
residence:_________
Zip code: _________
contact number:_________
Party B: _________
Legal representative: _________
residence:_________
Zip code: _________
contact number:_________
Party C: _________
Legal representative: _________
residence:_________
Zip code: _________
contact number:_________
Whereas: Party B owns 60% of the shares of Party C, and Party C is registered in the _________ Provincial Administration for Industry and Commerce on _________ years _________ months _________ days, and the limited liability company with registered capital of RMB_________ It shall be jointly funded by Party B and _________ company. Among them, Party B shall contribute RMB _________ yuan, accounting for 60% of the registered capital of Party C. As of the date of signing this Agreement, Party C's registered capital is RMB _________.
In view of: Party B as a shareholder of Party C, in order to develop Party C's business as soon as possible, Party B agrees that Party C will submit a loan guarantee application to Party A. After review, Party A agrees to apply for a one-year loan of _________ yuan for Bank of China. Provide a guarantee.
In view of the fact that Party A has provided a guarantee for the Bank's loan to Party B, and Party A has assumed a huge risk. In order to balance the risks borne by Party A for Party C's guarantee, the principle of coexistence of incentives and risks is implemented. Party B, Party B and Party C agreed to, in addition to Party C's payment of the guarantee fee according to the agreement of the Guarantee Agreement, Party B shall give Party A the right to choose to transfer part of the shareholding of Party C held by Party B, that is, the equity option. The equity option is that the nail party has the right to choose whether to transfer the equity of the agreed share of Party C owned by Party B within the exercise period of the equity option stipulated in this Agreement.
After consensus, Party A, Party B and Party C reached the following terms on the transfer share, transfer price and exercise period of the equity option in the principle of voluntary, honest and credit:
Article 1 Equity Option Equity Option: Equity option is the right of the nail party to choose whether to transfer the equity of Party C's agreed shareholding held by Party B within the exercise period of the equity option stipulated in this Agreement. That is, Party A has the right to purchase the equity of Party C held by Party B in accordance with the share of shares agreed upon in this Agreement and the agreed transfer price within the exercise period of the equity option stipulated in this Agreement, or Party A has the right to waive the purchase. Party B's equity held by Party B. After Party A exercises the option to purchase or waive the purchase of Party C's equity held by Party B, Party B must transfer or not transfer the Party's equity held by Party A in accordance with Party A's decision.
Article 2 Share of equity options:
2.1 The share of the equity options referred to in this Agreement means that Party B shall give Party A the option to transfer the agreed share of Party C's equity held by Party B within the exercise period of the equity options agreed in this Agreement. The share of the equity options appearing in this Agreement refers to the registered capital share of Party C, which is calculated as a percentage.
2.2 As of the date of signing this Agreement, Party C's registered capital is RMB _________ yuan, and Party B holds 60% equity of Party C. Party B agrees to use the shareholding of Party C held by it as of the date of signing this Agreement as the share option agreed in this Agreement.
2.3 Within the time limit stipulated in this Agreement, if Party C intends to increase the amount of registered capital, it may, with the written consent of Party A, adjust the share of the equity options agreed in item 2.2 of this Agreement accordingly. Otherwise, the share of equity options agreed in this Agreement shall remain unchanged.
2.4 Party C shall not reduce the registered capital within the time limit stipulated in this Agreement.
2.5 Within the time limit stipulated in this Agreement, if Party A waives the equity option, it will not participate in the profit distribution; if the equity option is exercised, Party A is entitled to 100% of the allocated profit of Party C before the exercise.
Article 3 The price of the equity option A and Party B agree to use the RMB _________ yuan as the transfer price of the equity option stipulated in the above Article 2. Within the exercise period of the equity options stipulated in this Agreement, regardless of the increase or decrease of the net assets of Party C, Party A shall, when purchasing the 60% Party C equity stipulated in Article 2 above, pay at the price agreed in this Article.
Article 4 Exercising Period of Equity Option Both Party A and Party B agree that Party A's exercise of the equity option shall be _________ years from the date of signing this Agreement. During the exercise period of the equity option, Party A has the right to choose whether or not to accept Let Party B hold the shareholding of Party C's agreed share.
During the exercise period of the equity option, if Party A chooses to transfer the equity of Party C's agreed shareholding held by Party B, then the equity option held by Party A is converted into equity, and a valid equity change registration procedure is paid and the transfer fee is paid. .
Article 5 Exercise of Equity Option Party B guarantees that Party A shall submit to Party A at the same time as this Agreement is signed. Party B's Board of Directors and the Shareholders' Meeting agree to the contents of this Agreement and waive the preemptive right of the shareholding of Party C pointed to by the equity option in this Agreement. The resolution file shall ensure that the new shareholders of Party C agree to the contents of this Agreement and waive the right of first refusal of the shareholding of Party C pointed to by the equity option in this Agreement to protect Party A's exercise of the equity option.
Article 6 When the share option is exercised, the expenses related to the exercise of the share option include: the notarization fee charged by the notary office; the shareholder change registration fee collected by the Administration for Industry and Commerce; other expenses.
For the above fees, Party A and Party B agree to bear 50% of the expenses.
Article 7 Settlement of Disputes In the event of a dispute arising from the implementation of this Agreement, the three parties shall resolve it in a sincere manner; if the negotiation is unsuccessful, either party may bring an arbitration to the _________ Arbitration Commission.
This Agreement shall enter into force after being signed by Party A, Party B and Party C. This Agreement is in duplicate, and each of Party A, Party B and Party C has the same legal effect.
person A person B:_________
Legal representative: _________ Legal representative: ______
_________Year ____________________________________________________________________________________________________________________________________________________________________________________________________________
Party C: _________
Legal representative: _________
_________Year ____________ Date of signing: ______