[Boutique] company equity transfer agreement

Article 1: Company Equity Transfer Agreement

____________ Co., Ltd. and ______________ Co., Ltd. reached an agreement on the transfer of shares of _________ Co., Ltd. by consensus.

First object

Party A transfers the equity of the company owned by Party A to Party B.

The second price and payment method

2.1 The equity price transferred by Party A to Party B is equivalent to RMB 10,000;

2.2 Party B pays the equity price in cash or other equivalents;

Article 3 The responsibilities and obligations of both parties:

3.1 Party A's responsibilities and obligations

a. Ensure that the equity of the transfer has no legal obligations and can be used against any third party;

b. Responsible for handling relevant procedures such as approval and change registration of this equity transfer to relevant departments;

c. To bear all the taxes and fees that are required to be paid for this equity transfer.

3.2 Party B's responsibilities and obligations

a. Pay the full amount to Party A in accordance with Article 2 of this Agreement;

b. Assist Party A in handling the equity transfer procedures.

c. After the equity transfer is effective, the company will share the profits and share the losses according to the proportion of capital contribution.

Article 4 Liability for breach of contract

4.1 If the equity transferred by Party A to Party B is defective, it shall be cancelled within 15 days from the date of discovery, and Party B shall pay Party B for liquidated damages. Party B may suspend the payment and resume payment after the elimination. The time-consuming day is deducted from the payment period; Party A fails to eliminate it within 15 days from the date of discovery, and Party B has the right to terminate this agreement and collect a fine of RMB million from Party A.

4.2 Party B fails to pay the price to Party A in accordance with the provisions of Article 2 of this Agreement. Party A has the right to terminate this agreement, the collected price will not be refunded, and Party B will be charged a fine of RMB million.

Article 5 Others

5.1 In the event of a dispute that cannot be resolved by negotiation, either party may submit a court of competent jurisdiction.

5.2 The text of this Agreement is in Chinese. If the other texts differ from the Chinese text, the Chinese version shall prevail.

5.3 The original form of this Agreement shall be in duplicate, and each party shall hold the shares, and the rest shall be submitted to the foreign economic and trade management department and the industrial and commercial registration management department for approval and change registration procedures.

Signature of Party A's representative: Seal:

Signing date: year, month and day

Signature of Party B's representative: Seal:

Signing date: year, month and day

Article 2: Corporate Equity Transfer Agreement

Transferor:_________________________________________

Transferee: ____________________________________________

After friendly negotiation, the two parties reached an agreement on the equity transfer of _________ limited liability company as follows:

1. The transferor transfers the _________% shares of the transferee to the transferee, and the transferee agrees to accept it.

2. After the transferee has transferred the above shares, the new shareholder will amend and improve the relevant articles and agreements, such as the articles of association and agreements concluded at the time of establishment of the original company.

3. The transferee shall bear all the claims, debts and other expenses incurred after the transfer of the company according to its capital contribution.

4. Before the transfer, the transferor shall enjoy the rights and obligations according to its share of the company's contribution; after the transfer, the transferee shall enjoy the rights and obligations according to its capital contribution.

5. This Agreement is made in triplicate. The contractors shall each hold one copy and one report to the industrial and commercial authorities.

Transferor: _______ Transferee: _______

_________Year ____________________________________________

Article 3: Corporate Equity Transfer Agreement

Party A: Legal representative:

Party B: Legal representative:

Party C: Legal representative:

In view of:

1. Party A and Party B agree to the transfer, and Party C agrees to transfer the shares of A and B holding companies to a total of 10,000 shares;

2. Party A and Party B agree to transfer the total shareholding of the shares held by Party C to Party C at the price of RMB per share in advance, with a total amount of RMB 10,000;

3. If Party C decides to transfer all 10,000 shares within 45 working days from the date of signing this Agreement and pays all the transfer price, the transfer price is RMB per share, and the total price is RMB 10,000. .

4. Party C agrees to transfer the equity in the above manner, price and quantity. Through friendly consultations between the two sides and the principle of equality, mutual benefit, honesty and credibility, the agreement was reached as follows:

Article 1 Party A and Party B’s obligations

1.1 Party A and Party B guarantee that they have the full authority to sign this contract and perform this contract.

1.2 Party A and Party B agree to take positive actions to facilitate the successful completion of the equity transfer under this contract.

1.3 After the entry into force of this contract, it shall constitute a legal and effective restriction on Party A and Party B; Party A and Party B shall guarantee the full and timely performance of the relevant obligations in accordance with the provisions of this contract.

1.4 Party A and Party B shall actively cooperate with Party C to engage with the pledgee and reach an agreement on the pledge of pledge as soon as possible to ensure the smooth transfer of the equity under this contract.

1.5 Party A and Party B guarantee that there is no misstatement, major omission or major misdirection of the material facts related to this contract in the files provided to Party C.

1.6 After the signing of this Agreement and before the completion of the equity transfer, Party A and Party B shall guarantee the integrity and safety of the equity of the subject matter of the contract. Party A and Party B shall guarantee that Party A shall not guarantee the written consent of Party C on the premise of Party C’s performance. It and the Pledgee do not dispose of the above equity in any other way to any third party other than Party C.

1.7 Party C shall notify Party A and Party B in writing seven days before the transfer of the transfer price, and sign the agreement for each transfer. Party A and Party B shall provide the complete set of pledge cancellation within five working days after receiving the notice. Materials, and make up the difference funds needed to release the pledge to the bank; when the Party C personnel release the bill of exchange to the bank and pay it to the account opened by Party A in the pledge bank, Party A and Party B shall deliver the funds paid by Party C. The corresponding equity will be pledged and all the files required for the equity transfer will be processed, and Party C will be assisted in the transfer procedures.

1.8 The interest on the bank loan corresponding to the equity of the contract shall be borne by Party A and Party B in full.

1.9 If Party A or Party B's above-mentioned guarantees are inconsistent with the facts or Party A or Party B violates the above guarantees and causes any losses to Party C, Party A and Party B shall be liable for breach of contract in accordance with Article 5 of this Agreement.

Article 2 The obligations of Party C

2.1 Party C guarantees that it has the full authority to sign this contract and perform its contract.

2.2 After the entry into force of this contract, it constitutes a legal and effective restriction on Party C; Party C guarantees to fulfill its obligations in a comprehensive and timely manner in accordance with the provisions of this contract.

2.3 Party C guarantees that there is no misstatement, major omission or major misdirection of the material facts related to this contract in the files provided to Party A and Party B.

2.4 If Party C's above-mentioned guarantees are inconsistent with the facts or Party C violates the above guarantees and causes any losses to Party A and Party B, Party C shall be liable for breach of contract in accordance with Article 5 of this Agreement.

2.5 Party C guarantees that it will perform its payment and information disclosure obligations in a timely manner in accordance with the provisions of this contract.

Article 3: Equity transfer method

One-time transfer of 10,000 shares before the date of March;

Before the date of the year of 3.2, the transfer of 10,000 shares in batches, each transfer of not less than 10,000 shares, the specific transfer time is determined by Party C, notify Party A and Party B seven working days in advance, and separately sign an agreement for each share transfer;

3.3 In respect of the equity of each period of transfer and the transfer payment for each period, Party A or Party B and Party C shall sign the agreement on each share transfer in accordance with the principles determined in this Agreement for the parties to perform;

3.4 If Party C is able to pay the entire transfer within forty-five working days from the date of signing this Agreement, Party A and Party B shall transfer all 10,000 shares at RMB per share.

Article 4 Payment of the transfer price

4.1 The total price of this equity transfer is RMB 10,000.

4.2 Within three working days after the entry into force of this Agreement, Party C shall send a deposit of RMB 10,000 to Party A and Party B; among them: RMB 10,000 to Party A and RMB 10,000 to Party B.

4.3 At the same time as this Agreement is signed, Party A, Party B and Party C will sign the first-term transfer of the 10,000-share agreement and pay the equity transfer and equity delivery in accordance with the agreement and the agreement of the first-phase transfer agreement.

Before the date of 4.4, Party C shall pay the amount of equity transferred for each delivery.

For the corresponding price, Party A and Party B will ensure that the transfer of the transferred shareholding of Party C will be offset by the amount of the deposit paid by Party C for the equivalent amount of the final transfer price.

4.5 Before the completion of the equity transfer procedures in each period, the price of the designated account of Party A and Party B shall be used first to repay the loan principal under the equity pledge until the loan principal under the equity pledge is paid off.

4.6 If Party C decides to make up the entire transfer payment on the basis of the first transfer payment and deposit within forty-five working days from the date of signing this Agreement, Party C shall only pay the transfer amount of RMB 10,000. The deposits paid and the excess of RMB in the 10,000 shares shall be offset against the equivalent transfer amount.

4.7 Party A and Party B shall assist Party C in handling the relevant procedures for equity transfer after receiving the transfer payment from Party C.

4.8 The expenses involved in this equity transfer shall be borne by Party A, Party B and Party C respectively; the remaining taxes and fees shall be borne by Party A, Party B and Party C respectively.

Article 5 Liability for breach of contract

5.1 From the date of entry into force of this contract, neither party may arbitrarily terminate the contract due to force majeure or by mutual agreement; otherwise, it shall bear all costs incurred by the other party for the performance of this contractual obligation and compensate for economic losses.

5.2 If the equity transfer fails due to force majeure, Party A and Party B shall return the deposit and the current price to Party C within three working days from the date of receipt of the payment. This Agreement or the installment agreement shall be terminated; the agreement has been fulfilled. In part, the parties will not return it.

5.3 If the equity transfer fails due to the fault of Party A and Party B, Party A and Party B shall double return the deposit to Party C and compensate for the economic loss; the specific calculation method is: compensation amount = the amount of equity of the non-transferred household × l yuan / share.

5.4 If the equity transfer fails due to Party C's fault, Party C shall not ask Party A and Party B to return the deposit and shall compensate Party A and Party B for economic losses. The specific calculation method is: compensation amount = amount of equity of non-transfer × l yuan / share.

5.5 If the actual loss of the observant party exceeds the amount of the liquidated damages, the above agreement does not prevent the breaching party from exercising the right to make up the actual loss in addition to the compensation for breach of contract.

Article 6 Trusteeship of Equity

6.1 At the same time as this Agreement is signed, Party A and Party B promise to Party C in writing to transfer the total 10,000 shares other than the first-ever transfer of the 10,000-share equity to the third party designated by Party C or Party C. The escrow period is from this agreement. From the date of signing until the date of the year.

6.2 During the custodian period, Party C's escrow permission is all licenses except the last-disposal right, including but not limited to income rights, block rights, nomination rights, and proposal rights.

6.3 During the period of custody, Party C shall abide by the relevant provisions of laws, regulations and the Articles of Association, and shall not be used in actions that damage the legitimate rights and interests of Party A and Party B; if Party C violates the provisions and agreements of the above-mentioned custody rights, Party A and Party B have The right to terminate the equity trusteeship and request Party C to compensate Party A and Party B for direct economic losses.

6.4 The number of escrow shares is reduced by the same amount according to the implementation of equity transfer.

Article VII Effect of the contract

7.1 This contract shall become effective after it has been signed and sealed by both parties.

7.2 If there are any outstanding matters in this contract, the parties may separately negotiate and supplement.

7.3 This contract is in nine copies and each party to the agreement holds three copies, all of which have the same legal effect.

Article 8 Confidentiality Obligation

The parties to Party A, Party B and Party C shall bear the same confidentiality obligations for the matters covered by this Agreement, and shall not disclose the relevant information and materials to third parties without the permission of the other party.

If the economic loss is caused to the other party due to violation of this confidentiality obligation, compensation shall be paid.

Article 9 Settlement of Disputes

If there is a dispute arising from this contract, the parties to the agreement shall settle it by friendly negotiation; if the negotiation fails, they may file a lawsuit in the people's court of the equity transfer place.