[Boutique] Equity Transfer Agreement

Article 1: Equity Transfer Agreement

Transferor:

Transferee:

In view of Party A’s legal ownership of the company’s equity, Party A intends to transfer all of its equity in the company, and Party A’s request to transfer its equity has been approved by the company’s shareholders’ meeting.

In view of Party B's agreement to transfer Party A's equity in the company.

In view of the company's shareholders' meeting, it also agrees that Party B will transfer Party A's % stake in the company.

After friendly consultations, Party A and Party B reached the following agreement on equity transfer in accordance with the principle of equality, mutual benefit and consensus:

The first equity transfer

1. Party A agrees to transfer its shareholding in the company, that is, the company's registered capital, to Party B. Party B agrees to be transferred.

2. The equity that Party A agrees to sell and Party B agrees to purchase, including all the attached rights and rights under the equity, and the above equity does not have any lien, mortgage and other third party rights or claims.

3. After the agreement comes into effect, Party A will not assume any responsibility or obligation to the company's operation and management and creditor's rights and debts.

Article 2 The method of payment of the equity transfer price and price

1. Party A agrees to transfer the % equity held by the company to Party B in accordance with 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 manner:

Party B agrees to pay Party A to Party A on the date of signing by both parties; Party B shall pay Party A the remaining price after Party A and Party B have completed the registration of industrial and commercial changes.

Article 3 Party A Statement

1. Party A is the sole owner of the equity transferred in the first article of this Agreement.

2. As a shareholder of the company, Party A has fully fulfilled the capital contribution obligation of the company's registered capital.

3. From the effective date of this Agreement, Party A completely withdraws from the operation of the company and no longer participates in the distribution of company property and profits.

Article 4 Statement of Party B

1. Party B shall be responsible to the company within the limits of the capital contribution.

2. Party B acknowledges and fulfills the revised articles of association of the company.

3. Party B guarantees to pay the price in the manner stipulated in Article 2 of this contract.

Article 5 The burden of the relevant expenses of equity transfer

The parties agree to handle the relevant expenses incurred in the equity transfer procedures agreed with this contract, and the parties shall bear the costs.

Article 6: Shareholders' rights and obligations include the company's profit and loss

1. From the effective date of this Agreement, Party B will actually exercise its rights as a shareholder of the company and fulfill its corresponding shareholder obligations. If necessary, Party A shall assist Party B in exercising the rights of shareholders and fulfilling the obligations of shareholders, including signing the relevant files in the name of Party A.

2. From the effective date of this Agreement, Party B shall share profits and share risks and losses according to the proportion of shares held by it.

Article 7 Alteration and dissolution of the agreement

This Agreement may be changed or terminated in any of the following circumstances, but both parties shall sign a change or release agreement.

1. This Agreement cannot be performed due to force majeure or due to an external cause that cannot be prevented by a party without fault;

2. One party loses actual ability to perform;

3. The breach of contract by one party seriously affects the economic interests of the other party and makes the performance of the contract unnecessary;

4. Due to changes in the situation, both parties have agreed through consultation;

5. Other changes or cancellations agreed in the contract appear.

Article 8 Liability for breach of contract

1. If a party to the agreement fails to perform or seriously violates any of the terms of this agreement, the defaulting party shall compensate the breaching party for all economic losses. Except as otherwise provided in the agreement, the observant party also has the right to request the termination of this Agreement and to claim from the defaulting party all financial losses suffered by the observant.

2. If Party B fails to pay the equity price on time according to the provisions of Article 2 of this contract, for each day delay, the late payment fee shall be paid according to the delay of the partial price. After Party B pays the late payment fee to Party A, if Party B’s breach of contract causes Party A to cause more than the late payment amount, or Party B’s breach of contract causes Party A to cause other damages, Party A shall not affect Party A’s right to claim compensation for excess or other damages.

Article 9 Confidentiality Clause

1. Without the written consent of the other party, neither party may disclose to other third parties the trade secrets or related information known during the performance of the agreement, nor disclose the contents of this agreement and related archival materials to any third party. Except for those that must be disclosed by laws and regulations.

2. The confidentiality clause is an independent clause, and this clause is valid regardless of whether this agreement is signed, changed, terminated or terminated.

Article 10 Dispute Resolution Clause

All disputes between Party A and Party B that are related to this Agreement or related to this Agreement shall be settled through friendly negotiation. If the negotiation fails, either party has the right to solve the following method:

1. Submit the dispute to the Wuhan Arbitration Commission for arbitration, and arbitrate according to the arbitration rules currently in force at the time of submission to arbitration. The arbitral award is final and binding on both parties.

2. Each person is suing in the local people's court.

Article 11 Entry into force and other

1. This Agreement shall enter into force on the date of signature and seal by both Party A and Party B.

2. After the entry into force of this Agreement, if one party needs to amend this Agreement, it shall notify the other party in writing ten working days in advance and sign a supplementary agreement after written agreement between the parties. The Supplementary Agreement has the same effect as this Agreement.

3. The unfinished matters in the implementation of this Agreement shall be resolved by both Party A and Party B in a friendly and consultative manner of seeking truth from facts. If the two sides reach a consensus, they sign a supplementary agreement. The Supplementary Agreement has the same effect as this Agreement.

4. The conclusions, validity, interpretation, termination and settlement of disputes of this Agreement shall be governed by the relevant provisions of the laws of the People's Republic of China.

5. Both Party A and Party B shall cooperate with the company to go through the examination and approval procedures for the change of shareholders as soon as possible, and go through the corresponding procedures for registration of industrial and commercial changes.

6. The original of this Agreement is in quadruplicate. Each Party A and Party B shall hold one copy, and the company shall file one copy and one copy of the industrial and commercial registration authority with the same legal effect.

Transferor:

Transferee:

year month day

Article 2: Equity Transfer Agreement

This equity transfer contract is signed by ______ on the day of the month on the basis of friendly negotiation, equality, voluntariness and mutual benefit.

Both parties to the contract:

Transferor: _______________

Registered address:

Legal representative: ___ Title:

Transferee:

Registered address:

Legal representative: ___ Title:

In view of:

1.______ The company is a limited liability company legally registered and validly existing in ___ on the ___ month of the year, registration number: ___

The legal address is: _________;

The business scope is:

Legal representative:

Registered capital:

2. The legal shareholder of the transferor who is ___ on the date of signing the contract shall have a capital contribution of ___ yuan, accounting for % of the total registered capital.

3. The current transferor and the transferee negotiated friendlyly and, on the basis of equality, voluntariness and mutual benefit, unanimously agreed that the transferor transferred the equity of the % owned by the transferee to the transferee and signed the equity transfer contract. 》.

definition:

Except as provided by law and otherwise in this contract, the definitions and meanings of terms and names in this contract shall be subject to the following interpretations:

1. Equity: Any and all shareholders' rights granted by the transferor to the company's registered capital and the company's shareholder qualifications, including but not limited to the company's asset benefits, major decisions and Choose managers and other rights.

2. Contract Effective Date: The date on which the contract has legal effect and legal binding between the parties to the contract.

3. Date of signing of the contract: The date on which the parties to the contract affix the official seal, the legal representative or the authorized representative on the text of the contract.

4. Registered capital: The amount of capital contributed by all shareholders of the company registered with the company registration authority.

5. Contract target: Indicate the ___% stake in the company held by the party.

6. Laws and regulations: Legally binding laws and regulations promulgated and valid before the effective date of this contract, and legally binding regulations, methods and other forms of regulatory documents promulgated by the government of the People's Republic and its various departments, including However, it is not limited to the Law of the People's Republic of China, the Law of the People's Republic of China ___, and the Law of the People's Republic of China ___.

Chapter 1 Transfer of Equity

1.1 Contractual subject matter

The transferor transfers the equity of the company ___% held by the transferor to the transferee.

1.2 Transfer Base Date

The base date of this equity transfer is ___year, month and day.

1.3 Transfer price

The total transfer price of this contract is ___ yuan.

1.4 Payment term:

Within ___ days from the effective date of this contract, the transferee shall pay the transferor the full transfer price. The transferor shall invoice the transferee within one working day after receiving the full payment from the transferee and deliver the invoice to the transferee.

Chapter II Declaration and Warranty

2.1 The transferee shall declare and guarantee the transferee:

2.1.1 The transferor is the sole legal owner of the contract and is eligible to exercise full disposition of the subject matter of the contract.

2.1.2 At any time prior to the signing date of this contract, the transferor has not signed any form of legal file with any third party and has not taken any form of disposition of the contractual subject in any other manner permitted by law, including but not limited to Transfer, pledge, entrusted management, transfer of all or part of the rights attached to the subject matter of the contract.

2.1.3 At any time after the signing date of this contract, the transferor guarantees that it will not enter into any form of legal file with any third party, and will not dispose of all or part of the subject matter of this contract in any way permitted by law. Disposal includes, but is not limited to, transfer, pledge, entrusted management, and partial transfer of rights attached to the subject matter of the contract.

2.1.4 Before the signing date of this contract and at any time after the signing date, the transferor guarantees that the subject matter of this contract meets the transferable conditions stipulated by law, and will not be legally restricted due to the reasons of the transferor or any other third party, thus affecting the equity transfer. The normal operation of the legal process, including but not limited to the court's legal freezing of the subject matter of the contract, etc.

2.1.5 The transferor guarantees that the transfer of the contractual subject to the transferee under this contract has obtained the consent of the other shareholders of the company.

After the entry into force of this contract, it actively assists the transferee in handling all procedures for the transfer of the contract, including but not limited to amending the company's articles of association, reorganizing the board of directors, and submitting the file of relevant equity changes to the relevant authorities.

The transferor guarantees that all materials of ___ provided by the transferee, including but not limited to financial status, production and operation, company registration, assets, project development, etc. are true and legal.

2.1.6 The transferor guarantees that before the transferor and the transferee formally hand over the ___ equity, ___ has the government's permission, approval, and authorization for the normal production and operation of the company. Ensure that there are no potential situations that may lead to government licensing, approval, and authorization for calcium.

2.2 Declaration and guarantee of the transferee of the transferee:

2.2.1 The conditions for the transferee to comply with the subject matter of the transfer contract before the registration of the equity change will not affect the normal operation of the equity transfer legal program because of the restrictions of the transferee's own conditions.

2.2.2 If the transferee has sufficient funds to acquire the subject matter of the contract, the transferee guarantees that the transfer price can be paid in accordance with the terms of this contract.

Chapter III Rights and Obligations of Both Parties

3.1 Since the effective date of this contract, the transferor loses its shareholding in ___%, and the transferor no longer has any rights and no longer has any obligations; the transferee is in accordance with the relevant laws and ___ The provisions of the articles of association shall enjoy the rights and assume corresponding obligations in accordance with the proportion of the shares they have transferred.

3.2 Within ___ days from the date of signing this contract, the transferor shall be responsible for organizing the shareholders' meeting and the board of directors to ensure that the shareholder's meeting approves the equity transfer and sign the relevant agreement or make amendments to the amendment of the ___ charter.

3.3 Within ___ days from the effective date of this contract, the transferor shall complete the reorganization of the ___ shareholder meeting and the board of directors with the transferee and complete all legal files of the equity transfer.

3.4 Within the day of the completion of all legal files for the completion of this equity transfer in accordance with Article 3.3 of this contract, the transferor shall assist the transferee to promptly apply for changes to the relevant authorities in accordance with national laws and regulations.

Registration.

3.5___ The debts are subject to the audit report of ______ Certified Public Accountants Co., Ltd. in ___. If there is contingent liability, the transferor shall be responsible for the repayment. The transferee shall not bear any responsibility for this, and the transferor shall not be liable for repayment of assets.

3.6 The Transferor shall, within the day of signing this Agreement, be responsible for recovering all the receivables reflected in the balance sheet before the date of the equity transfer.

Chapter IV Confidentiality Clause

4.1 For the equity transfer contract, all information obtained by the transferor and the transferee, including but not limited to the transferor, the transferee, the operation of ___, financial status, trade secrets, technical secrets, etc. The transferor and the transferee are obliged to keep confidential, and no party may disclose or use it unless the law clearly stipulates or the judicial authority mandates.

4.2 When the transferor and the transferee publicly disclose or publicize the equity transfer, they shall adopt a unified manner negotiated to ensure that the goodwill of the parties is not infringed. Without the consent of the other party, neither party may publish the relevant copyright without permission. The speech and text of the second equity transfer.

Chapter V Contract Effective Date

5.1 The date on which all the following conditions are fulfilled is the date on which the contract is effective:

5.1.1 Upon the signing of this contract by the parties, this contract is established on the date set out in the first paragraph of this contract.

5.1.2 The transferor shall complete the matters stipulated in this contract that the transferor should complete before the effective date of the contract.

The transferee shall complete the matters that the transferee shall complete before the effective date of the contract as stipulated in this contract.

The shareholders' meeting approved the equity transfer.

The transferor shall, in accordance with Article 3.6 of this Agreement, reclaim all the receivables reflected in the ___ balance sheet before the base date of this equity transfer.

Chapter VI Force Majeure

6.1 “Force Majeure” in this contract means an event that cannot be foreseen, cannot be avoided and cannot be overcome, and the impact of the event cannot be eliminated with reasonable effort and expense. This includes, but is not limited to, earthquakes, typhoons, floods, fires, wars, or other events recognized by international business practices.

6.2 If a party to this contract is unable to perform its obligations under this contract in whole or in part due to force majeure, the party may suspend the performance of the above obligations. The time limit for suspension shall be equal to the duration of the event of force majeure. After the impact of the event of force majeure is eliminated, if the other party requests, the affected party shall continue to perform its unfulfilled obligations. However, a party who is subject to force majeure and therefore suspends performance of its obligations must, within ___ days after becoming aware of the event of force majeure, send a written notice to the other party informing the nature, location, extent, possible duration of the force majeure and its performance. The extent of the contractual obligation; the party making the notice must do its utmost to reduce the impact of the force majeure event and the possible losses.

6.3 If both parties dispute the impact of a force majeure event or force majeure event on the performance of the contract, the party requesting suspension of performance of the contractual obligation shall bear the burden of proof.

6.4 If the contract cannot be fulfilled due to force majeure, part or all of the liability shall be exempted according to the influence of force majeure. However, if the party is force majeure after the delay in performance, the liability cannot be waived.

Chapter VII Liability for breach of contract

7.1 Any party who violates the declarations, warranties and other obligations made under this contract shall be liable for breach of contract and cause economic losses to the other party, and shall also be liable for compensation. This liability shall cover all economic losses suffered by the other party.

7.2 If the transferor violates any of the obligations, representations and warranties of this contract, it must pay the transferee liquidated damages, which is ___% of the total transfer price. If the transferee is unable to transfer the contract, the transferor shall refund the transferee all the money paid and compensate the transferee for all direct and indirect losses.

7.3 If the transferee violates any of the obligations, representations and warranties of this contract, it shall pay the liquidated damages to the transferor, and the liquidated damages shall be ___% of the total transfer price. If the transferor loses, the transferee shall compensate the transferor for all direct and indirect losses suffered by the transferor.

7.4 If the transferee unilaterally terminates the contract after the effective date of the contract, the transferor has the right to require the transferee to pay liquidated damages, which is ___% of the total transfer price. If the transferor unilaterally terminates the contract after the contract has taken effect, the transferee has the right to require the transferor to pay the liquidated damages, and the liquidated damages are ___% of the total transfer price.

7.5 Within ___ months after the commencement of this contract, the transferor fails to assist the transferee in completing all legal procedures for the equity transfer, and the transferee has the right to terminate this contract. After the contract is terminated, the transferor shall refund the transferee all the money paid and compensate the transferee for all direct and indirect losses.

7.6 In accordance with Article 3.5 of this Agreement, the debts of ___ shall be subject to the audit report of ___ CPA Limited Limited in ___. If there is contingent liability, the transferor shall be responsible for the repayment. If the creditor requests ___ to be responsible for repayment in accordance with the law and the company has actually fulfilled the payment obligation, the transferor shall pay the entire amount to the company within ___ days from the date on which the company fulfills the payment obligation. If the transferor fails to pay the entire amount to the company within the time limit specified in this article, the parties agree that the transferor shall transfer the corresponding shareholding held by the transferor to the transferee based on the transfer price standard of the transfer of ___% equity. Party, the transferor did not pay part of the payment from the transferee to the company.

7.7 In accordance with the provisions of Chapter VII of this Agreement, if the transferor pays the transferee liquidated damages, the transferor shall, in accordance with the payment notice issued by the transferee, within ___ days, in accordance with Chapter VII of this Agreement. The prescribed liquidated damages standard pays all the liquidated damages to the transferee. If the transferor fails to pay all the liquidated damages to the transferee within the time limit specified in this article, the parties agree that the transferor shall convert the unpaid liquidated damages to the transfer price of the transfer ___% equity. The corresponding equity of the company is transferred to the transferee.

7.8 In accordance with the provisions of Chapter VII of this Agreement, if the transferee pays the transferor liquidated damages, the transferee shall, within ___ days from the date of receipt of the payment notice issued by the transferor, shall be in accordance with this Agreement. The standard of liquidated damages specified in the chapter will be paid to the assignor for all liquidated damages. If the transferee fails to pay all the liquidated damages to the transferor within the time limit set forth in this Article, the parties agree that the transferee shall convert the unpaid liquidated damages to the transfer price of the ___% equity of the transfer. The ___ company's corresponding equity transfer is given to the party.

Chapter VIII Other

8.1 Contract Amendment

Any modification of this contract must be signed by both parties in writing. The modified part and the added content form part of this contract.

8.2 Severability

If some of the terms of this contract are invalidated by a court or arbitration institution with jurisdiction and do not affect the validity of other clauses, the other clauses shall continue to be valid.

8.3 Contractual integrity

This contract constitutes all representations and agreements between the parties and supersedes any oral or written representations, warranties, understandings and agreements between the parties prior to the date of signature of the contract. The parties agree and acknowledge that any statement or commitment not expressly provided in this contract does not form the basis of this contract; therefore, it cannot be used as a basis for determining the rights and obligations of both parties and for explaining the terms and conditions of the contract.

8.4 Notice

Notices required by this contract shall be made in writing, written and delivered by ___mail, fax or other electronic means of communication. The notice arrives at the recipient's contact address for delivery. If sent by post, the date of receipt indicated on the mail return receipt is the date of delivery. When using fax, the confirmation message sent by the fax machine will be deemed as delivery.

8.5 Dispute resolution

The parties shall first resolve any dispute arising out of or in connection with this contract by negotiation. If the parties cannot resolve the dispute by negotiation, the parties agree to submit the dispute to the people's court with jurisdiction.

8.6 Contract Attachment File

The following files are attached files of this contract and have the same legal effect as this contract.

The accounting firm's audit report of ___ company in the ___ year of the year.

The company's balance sheet for the company in ___.

8.7 Other

This contract is in one copy, each party holds each share, ___ archives ___ copies, and submits a copy to the relevant authorities, all of which have the same legal effect.

Signature and seal of both parties to the contract:

Transferor: ______ Transferee:

Legal representative _______________ legal representative

:____________

year month day

Article 3: Equity Transfer Agreement

Agreement template

_______ Limited Equity Transfer Contract

Transferor:_______

residence:

Transferee: _______

residence:

This contract is made by Party A and Party B in relation to the transfer of shares in _______ Co., Ltd. in _______ on _______ ___月___.

On the principle of equality and mutual benefit, both parties have reached the following agreement through friendly consultations:

The first equity transfer price and payment method

1. Party A agrees to hold _______ _______% of the shares of _______ Co., Ltd. for a total of _______ million yuan, and transfer it to Party B by _______ million. Party B agrees to purchase the above shares at this price and amount.

2. Party B agrees to pay the equity transferred by Party A in cash at one time within 15 days of the conclusion of this contract.

Second guarantee

1. Party A guarantees that the equity transferred to Party B is the real contribution of Party A in _______ Co., Ltd., which is the legally owned equity of Party A, and Party A has full disciplinary power. Party A guarantees that no mortgage, pledge or guarantee is placed on the transferred equity and is not subject to any third party's recourse. Otherwise, all responsibility arising therefrom shall be borne by Party A.

2. After Party A transfers its shareholding, its original rights and obligations in _______ Co., Ltd. shall be transferred and borne by Party B with the equity transfer.

3. Party B acknowledges the _______ limited company charter and guarantees fulfillment of its obligations and responsibilities in accordance with the articles of association.

Article 3 Profit and Loss Sharing

After the company has been approved by the industry and commerce administration authority and registered for change of shareholders, Party B becomes the shareholder of _______ Co., Ltd., sharing the company's profits and sharing losses according to the proportion of capital contribution and the articles of association.

The fourth cost burden

The expenses related to this equity transfer shall be borne by the company.

Article 5 Change and Dissolution of the Contract

The contract may be changed or cancelled when one of the following conditions occurs, but both parties must sign a written change or cancel the contract.

1. This contract cannot be performed due to force majeure or an external cause that cannot be prevented because one party has no fault.

2. One party loses actual ability to perform.

3. The breach of contract by one party or two parties has seriously affected the economic interests of the observant party and made the performance of the contract unnecessary.

4. As the situation changes, the contract is agreed to change or cancel the contract.

Article 6 Settlement of disputes

1. All disputes related to the validity, performance, breach of contract and dissolution of this contract shall be settled through friendly negotiation.

2. If the negotiation fails, either party may apply for arbitration or bring a suit in a people's court.

Article 7 Conditions and Dates for the Entry into Force of the Contract

This contract shall become effective upon signature by the parties.

Article 8 The original of this contract is in quadruplicate. Both Party A and Party B shall hold a copy of the contract, and report it to the administrative department for industry and commerce, and one copy of Beijing Co., Ltd., all of which have the same legal effect.

person A person B:_______