[Boutique] debt-to-equity swap agreement

Article 1: Debt-to-equity swap agreement

Party A:

Party B:

Given

1. According to the "Contract Law of the People's Republic of China", the "Company Law of the People's Republic of China" and other relevant laws and regulations, the contracting parties shall transfer the creditor's rights of Party A to Party B in accordance with the principle of equality, mutual benefit and equal pay. The parties shall enter into this Agreement through friendly negotiation on the equity of Party B;

2. The original creditor's rights and debts between Party A and Party B are true and effective. After the creditor's rights are transferred to equity, Party A becomes the shareholder of Party B, no longer enjoys the creditor's rights and interests, and instead enjoys the shareholders' equity. Contract text

Confirmation of the first claim

Both parties confirm that:

1. As of the date of the year, Party A’s total amount of credit to be transferred to Party B is RMB;

2. If Party A's claim expires before the debt-to-equity completion date, Party B confirms that its statute of limitations is automatically extended for 2 years, and the parties do not need to sign an extension file.

The second shareholding of Party B after the debt is converted into shares

1. Party A shall transfer the creditor's rights into Party B and become one of Party B's shareholders. Party B shall be responsible for completing the necessary legal procedures such as changing the industrial and commercial registration;

2. After the debt-to-equity conversion is completed, the shareholding of Party B is:

Party A shall contribute to Party B's debt-to-equity assets, accounting for % of the registered capital of Party B;

Capital contributed by Party B to Party B, accounting for % of the registered capital of Party B.

Article 3

Party B shall bear the expenses for hiring intermediary agencies and other necessary expenses incurred in signing and fulfilling this Agreement.

Article 4 Liability for breach of contract

1. Any party that violates the obligations stipulated in this Agreement to cause economic losses to other parties shall be liable for the compensation of all losses suffered by the injured party;

2. If this Agreement is dissolved before the completion date of the debt-to-equity swap, Party A's pending claims, security interests and their timeliness will automatically be restored to the state prior to the signing of the debt-to-equity swap agreement.

Article 5 Dispute Resolution

All disputes arising from the signing and performance of this Agreement shall be settled through negotiation between the parties to the dispute. If the negotiation fails, the solution shall be settled in the following manner:

Submitted to the Arbitration Commission and arbitrated in accordance with the arbitration rules of the Arbitration Commission;

Prosecuted to the people's court according to law.

Article 6 Other Agreements

1. This Agreement shall become effective after being signed by both Party A and Party B and approved by the resolution of the shareholders' meeting of Party B;

2. The original of this Agreement is in duplicate, each party holds one copy and has the same legal effect;

3. This Agreement was signed on the date of the month.

Party A:

Legal representative:

Party B:

Legal representative:

Article 2: Debt-to-equity swap agreement

Party A: _____________________

Party B: _____________________

According to the "Contract Law of the People's Republic of China", the "Company Law of the People's Republic of China" and other relevant laws and regulations, the contracting parties shall, in accordance with the principle of equality, mutual benefit and equal pay, convert Party A's creditor's right to Party B to Party A. Party B's shareholding issue, through friendly negotiation, enter into this agreement;

Party A's original creditor's rights and debts are true and effective. After the creditor's rights are transferred to equity, Party A becomes the shareholder of Party B, no longer enjoys the creditor's rights and interests, and instead enjoys the shareholders' equity.

Confirmation of the first claim

Confirmed by both parties

1. As of the _______ year _______ month _______ day, Party A’s total credit to be transferred to Party B is _______ yuan;

2. If Party A's claim expires before the debt-to-equity completion date, Party B confirms that its statute of limitations is automatically extended for _______ years, and the parties do not need to sign an extension file.

The second shareholding of Party B after the debt is converted into shares

1. Party A shall transfer the creditor's rights into Party B and become one of Party B's shareholders. Party B shall be responsible for completing the necessary legal procedures such as changing the industrial and commercial registration;

2. After the debt-to-equity conversion is completed, the shareholding of Party B is:

Party A shall contribute to Party B's debt-to-equity assets of _______ yuan, accounting for _______% of the registered capital of Party B;

The assets of _______ yuan shall be contributed to Party B, accounting for _______% of the registered capital of Party B.

Article 3

Party B shall bear the expenses for hiring intermediary agencies and other necessary expenses incurred in signing and fulfilling this Agreement.

Article 4 Liability for breach of contract

1. Any party that violates the obligations set forth in this Agreement to cause economic losses to other parties shall be liable for the compensation of all losses suffered by the injured party;

2. If this Agreement is dissolved before the completion date of the debt-to-equity swap, Party A's pending claims, security interests and their timeliness will automatically be restored to the state prior to the signing of the debt-to-equity swap agreement.

Article 5 Dispute Resolution

All disputes arising from the signing and performance of this Agreement shall be settled through negotiation between the parties to the dispute. If the negotiation fails, the solution shall be settled in the following manner:

Submitted to the Arbitration Commission and arbitrated in accordance with the arbitration rules of the Arbitration Commission;

Prosecuted to the people's court according to law.

Article 6 Other Agreements

1. This Agreement shall become effective after being signed by both Party A and Party B and approved by the resolution of the shareholders' meeting of Party B;

2. The original of this Agreement is in duplicate and each party shall hold one copy with the same legal effect;

3. This Agreement was signed in ______________ on _______ _______ month _______.

Party A: ____________________________

Legal representative: ______________

Party B: ____________________________

Legal representative: ______________

Part 3: Debt-to-equity swap agreement

Party A: _____________________

Party B: _____________________

According to the "Contract Law of the People's Republic of China", the "Company Law of the People's Republic of China" and other relevant laws and regulations, the contracting parties shall, in accordance with the principle of equality, mutual benefit and equal pay, convert Party A's creditor's right to Party B to Party A. Party B's shareholding issue is entered into through this agreement through friendly negotiation; Party A's original creditor's rights and debts are true and effective, and after the creditor's rights are converted into equity, Party A becomes the shareholder of Party B, no longer enjoys the creditor's rights, and instead enjoys the shareholders' equity. .

The confirmation of the first claim is confirmed by both parties.

1. As of the _______ year _______ month _______ day, Party A’s total credit to be transferred to Party B is _______ yuan;

2. If Party A's claim expires before the debt-to-equity completion date, Party B confirms that its statute of limitations is automatically extended for _______ years, and the parties do not need to sign an extension file.

The second shareholding of Party B after the debt is converted into shares

1. Party A shall transfer the creditor's rights into Party B and become one of Party B's shareholders. Party B shall be responsible for completing the necessary legal procedures such as changing the industrial and commercial registration;

2. After the debt-to-equity conversion is completed, the shareholding of Party B is:

The debt-to-equity assets of ______ yuan are contributed to Party B, accounting for _______%_______% of the registered capital of Party B;

The assets of _______ yuan shall be contributed to Party B, accounting for _______% of the registered capital of Party B.

Article 3

Party B shall bear the expenses for hiring intermediary agencies and other necessary expenses incurred in signing and fulfilling this Agreement.

Article 4 Liability for breach of contract

1. Any party that violates the obligations set forth in this Agreement to cause economic losses to other parties shall be liable for the compensation of all losses suffered by the injured party;

2. If this Agreement is dissolved before the completion date of the debt-to-equity swap, Party A's pending claims, security interests and their timeliness will automatically be restored to the state prior to the signing of the debt-to-equity swap agreement.

Article 5 Dispute Resolution

All disputes arising from the signing and performance of this Agreement shall be settled through negotiation between the parties to the dispute. If the negotiation fails, the solution shall be settled in the following manner:

Submitted to the Arbitration Commission and arbitrated in accordance with the arbitration rules of the Arbitration Commission;

Prosecuted to the people's court according to law.

Article 6 Other Agreements

1. This Agreement shall become effective after being signed by both Party A and Party B and approved by the resolution of the shareholders' meeting of Party B.

2. The original of this Agreement is in duplicate and each party shall hold one copy with the same legal effect;

3. This Agreement was signed in ______________ on _______ _______ month _______.

Party A: ____________________________ Legal representative: ______________

Party B: ____________________________ Legal representative: ______________