[Boutique] Personal Equity Transfer Agreement

Part 1: Personal Equity Transfer Agreement

_____ Limited Equity Transfer Agreement

Signing the parties to the agreement: Party A: Party B:

Joint venture: ________________ Co., Ltd. is a Sino-foreign joint venture established by ____ and ____. The total investment of ____ Co., Ltd. is USD 10,000, and the registered capital is USD 10,000. Among them: ____ Occupy shares -%, ____ Own shares ____%.

After friendly negotiation between Party A and Party B, it was unanimously agreed to transfer Party A’s ____% stake in ____ Co., Ltd. to Party B to reach the following equity transfer agreement:

I. Basic information of the transferor and the transferee

1. Transferor: Name: ____ Co., Ltd.; legal address: ____; legal representative ____; position ____; nationality ____.

2. Transferee: Name: ____ Co., Ltd.; legal address: ____; legal representative ____; position ____; nationality ____.

2. The share and price of the equity transfer ____ agrees to transfer the value of the __% equity held by ____ Ltd. to ____.

III. Equity transfer delivery deadline and method From the date when this agreement is approved by the examination and approval authority, Party B shall pay Party A ________ million USD.

4. After the equity transfer is made, Party B acknowledges the contract, articles of association and subsidiary files of the original ____ Co., Ltd., and is willing to perform and assume all the rights, obligations and responsibilities of Party A in ____ Ltd.

5. The board of directors appointed by Party A shall automatically withdraw from ____ Co., Ltd., and Party B shall re-delegate the directors.

6. Liability for breach of contract

If Party B fails to pay the required amount according to the time limit stipulated in Article 3 of this Agreement, Party B shall pay Party A for a period of one month overdue, and Party A shall not pay the liquidated damages if it is overdue for three months. In addition to paying liquidated damages to Party A, Party A has the right to terminate this Agreement and require Party B to compensate for the loss.

7. Settlement of Disputes Any dispute arising out of or in connection with the implementation of this Agreement shall be settled through friendly negotiation; if the negotiation cannot be resolved, it shall be submitted to an arbitration institution or other arbitration institution, in accordance with the arbitration rules of the institution. arbitration. The arbitral award is final and binding on both parties. The arbitration fee shall be borne by the losing party.

8. The joint venture ____ Ltd. of ____ Co., Ltd. voluntarily waives the priority enjoyed by ____ Co., Ltd. and agrees to the transfer under the terms of this Agreement.

IX. This agreement shall become effective after being approved by the parties to the equity transfer and the other party to the joint venture and reported to the original examination and approval authority for approval.

Party A: Party B: Legal Representative: Legal Representative: Joint Venture Other: Legal Representative: 200_Year_Month_Day Note: All signatures should be printed at the same time as the signature of the signatory.

PART 2: Individual Equity Transfer Agreement

Transferor:

Transferee:

After friendly negotiation, both parties will reach the following agreement on the transfer of the equity of the limited liability company held by Party A to Party B, in order to:

1. The transferor transfers the % equity of the transferee company, and the transferee agrees to accept it.

2. Party A shall, before the signing of this Agreement, handle or provide the resolutions of the shareholders of the original company that are required to transfer the equity transfer.

3. Equity transfer price and payment method, payment period:

4. This Agreement shall become effective upon the entry into force of this Agreement and Party B shall, after agreeing to pay the consideration for the equity transfer in accordance with this Agreement.

5. Party B shall, in accordance with the provisions of this Agreement, pay the relevant procedures for the registration of changes in the company's shareholders, equity, and articles of association, and shall promptly provide assistance or cooperation with Party A.

6. After the transferee has transferred the above-mentioned equity, the new shareholder will modify and improve the relevant articles of association, agreements, etc., which were concluded at the time of establishment of the original company, and go through the formalities for change registration.

7. Before and after the equity transfer, the company's creditor's rights and debts shall be borne by the company according to law. If the shareholder is liable for compensation or joint liability according to law, the new shareholder shall bear the corresponding responsibility. The transferor’s personal claims and debts are still enjoyed or borne by them.

8. After the equity transfer, the transferee enjoys the shareholders' equity and assumes the shareholders' obligations according to its shareholding in the company; the transferor's shareholder status and shareholders' equity are lost.

9. Liability for breach of contract:

10. Changes or denunciations of this Agreement:

11. Dispute Resolution Agreement:

12. The original of this Agreement is in quadruplicate, each of the contractors shall hold one copy, and the company shall file one copy and report it to the industrial and commercial authorities for the registration of one copy.

13. This Agreement shall enter into force on the date on which it will be signed by both parties.

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Party A: _____________

gender:_______________________

age:_______________________

identification number:_________________

address:_______________________

Party B: _____________

gender:_______________________

age:_______________________

identification number:_________________

address:_______________________

_________year month day

Signed in _____________________ city

In view of:

1. Party A is the shareholder of ________ Co., Ltd., with a capital contribution of ________ million, accounting for ________% of the company's total share capital;

2. Party B is willing to accept the shares;

After friendly consultation, the two parties made the following contract:

1. Transfer and price of the contract shares

Party A agrees to transfer the contract shares to Party B. Party B promises to transfer the contract shares in cash. After negotiation between the two parties, the contract shares are priced at __________ yuan/share, and the total purchase price of the shares is ____________ yuan.

Second, the payment period

Before the date of signing this contract, _______ years ______ month ______ days, Party B shall pay Party A a one-time payment of the share transfer.

Third, the delivery period

The parties confirm that this contract is the delivery period within ______ days from the date of signing. During the delivery date, both parties shall go through the procedures for the transfer of the contract shares in accordance with the provisions of this contract and relevant regulations.

Fourth, take effect

This contract shall become effective after it has been signed and sealed by both parties and approved by the shareholders meeting of _________ Ltd.

V. Taxes and fees

The various taxes involved in the transfer of the contract shares shall be borne by both parties in accordance with the relevant laws.

Party A's representation and guarantee

1. There are no judgments or rulings that restrict the transfer of contract shares.

2. All information, files and all statements and warranties provided by Party A to Party B are completely true, complete and accurate, without any false ingredients.

3. Party A guarantees to fulfill other obligations stipulated in this contract.

7. Party B's representation and guarantee

1. Party B guarantees to fulfill other obligations stipulated in this contract that Party B shall perform.

2. Party B guarantees complete, accurate and timely provision to Party A and relevant institutions of its subject qualifications, business scope and other supporting documents for verifying the qualifications of the company's transferred contract shares.

Eight, liability for breach of contract

If one party breaches the contract, the contract cannot be fulfilled, and the breach of contract shall be paid to the observant party for _______% of the total contract price.

9. Settlement of disputes

Any dispute arising from or in connection with this contract shall be settled through negotiation between the parties. When the negotiation fails, submit the __________________ people's court with jurisdiction in the company's location to rule according to law.

Party A: ______________________

Authorized representative signature: ______________

________year month day

Party B: ______________________

Authorized representative signature: ______________

________year month day

PART 3: Individual Equity Transfer Agreement

Transferor: ID number:

Transferee: ID number:

It was established on the day of the month and was operated by Party A in cooperation with the three parties. The registered capital of the company is RMB 10,000, and Party A accounts for 35% of the company's shares. Party A is willing to transfer 5% of its shares to Party B. With the consent of the company's board of directors and the consent of other shareholders, the two parties have negotiated friendlyly and reached the following agreement on equity transfer.

Article 1 Transfer price and payment method

1. Party A accounts for 35% of the company's equity. According to the original joint venture company's contract, Party A should invest RMB 10,000. Party A now transfers its 5% equity of the company to Party B in RMB 10,000.

2. Party B shall pay the transfer amount to Party A in cash transfer or cash in the day after the effective date of this Agreement.

Second guarantee

1. Party A guarantees that it has full and effective disciplinary power over the shares it intends to transfer to Party B, guarantees that the shares are not pledged, and is exempted from third parties' recourse. Otherwise, Party A shall bear all the economic and legal issues arising therefrom. responsibility.

2. Party B acknowledges the company's articles of association and guarantees that it fulfills its obligations and responsibilities in accordance with the articles of association. Article 3 Profit and Loss Sharing

After the resolution of the company's shareholders' meeting is passed and the industry and commerce administration authority agrees and handles the shareholder change registration, Party B becomes the company's shareholder, and Party B shares the profits and shares the risks and losses according to the share ratio. The fourth cost burden

The full cost of the share transfer specified by the company shall be borne by both parties. 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.

The original form of this contract is in duplicate, and each of Party A and Party B is responsible for the execution of the contract, and the company has the same legal effect. This contract is approved by the company's shareholders' meeting and signed by the parties.

Party A: Party B: Seal of the company:

Year, month, year, month, day, day, month, day