Company merger agreement

The representatives of the board of directors of ________ Co., Ltd. and ____ Co., Ltd., after full consultation, reached an agreement on Party A’s absorption of Party B as follows:

1. Both Party A and Party B implement absorption and merger, Party A absorbs Party B and continues to exist, and Party B dissolves.

2. The merger date of Party A and Party B shall be ____________________. However, when the merger procedure cannot be completed on that day, both parties may agree to extend the agreement.

3. Party A's existing total capital of ____ yuan, the total number of shares ____ shares, ____ yuan per share, due to the merger issued shares ____ shares, the amount of each share unchanged, the total capital increased to ____ yuan The total number of shares increased to ____ yuan.

Party B has a total capital of ____ yuan, and the total number of shares is ____ shares, and the amount per share is ____ yuan.

Party B's shares held by the registered shareholders on the merger date are all converted into Party A's shares due to the merger, and the conversion ratio is _______: _______. Each shareholder of Party B shall change the amount of Party A's shares and make up the amount of ____ yuan.

Both parties will sign the merger agreement until the merger is completed, and the capital, shares and shareholders will not be changed.

4. All property and rights and obligations of Party B on the date of the merger shall be unconditionally borne by Party A.

5. After the entry into force of this Agreement and the date of the merger, Party B shall continue to manage its business with the attention of a good manager. However, the handling of property, burden obligations, expenditures above ____ yuan, etc., should be approved by Party A.

6. All management personnel and employees of Party B shall, of course, become Party A's management personnel and employees after the merger, and their working years, wages and other working conditions shall remain unchanged. Individual exchange workers are not limited to this.

7. Matters not covered in this Agreement shall be decided by the representatives of both parties.

8. Both Party A and Party B shall apply to the relevant leading organs for merger within one week from the date of signature of this Agreement. This Agreement shall lapse when the merger of one or both parties has not been approved by the Leading Organ.

9. Both Party A and Party B shall convene a general meeting of shareholders after the approval of the combined application to discuss the adoption of this Agreement. This Agreement shall lapse when one or both of the shareholders' general meetings are not passed.

X. This Agreement shall be in the form of ____ copies, and both Party A and Party B shall hold ____ copies, and ____ copies shall have the same effect.

Party A: ______________________________

name:______________________________

residence:______________________________

Legal representative: ___________

Party B: ______________________________

name:______________________________

residence:______________________________

Legal representative: ___________

_______Years_____________________________________________________________