[Boutique] company equity transfer agreement

Article 1: Company Equity Transfer Agreement

Transferor:

Business license number or ID number: Residence:

Transferee:

Business license number or ID number: Residence:

Xiamen XXXX Co., Ltd. is a limited company registered and established according to the "Company Law of the People's Republic of China" with a registered capital of XX million yuan and a paid-up capital of XX million yuan. Party A has decided to transfer XX% of the shares of the company it holds to Party B in accordance with the conditions stipulated in this Agreement. On the principle of voluntariness, equality, fairness, honesty and credibility, both parties have reached the following agreement through consensus:

Article 1 Transfer of the subject matter, transfer price and payment method

1. Party A agrees to transfer the XX% equity of Xiamen XXXX Co., Ltd. held to Party B at a price of RMB XX million. Party B agrees to purchase the equity at this price and condition.

2. Party B agrees to pay Party A XX times in XX days from the date of signing this Agreement to Party A.

Second guarantee

1. Party A guarantees that the equity transferred to Party B is the real contribution of Party A in Xiamen XXXX Co., Ltd., and is the legally owned equity of Party A. Party A has full discretion. The shareholding is not frozen or auctioned by the people's court, and no mortgage, pledge, guarantee or other defects that may affect the interests of the transferee are set, and Party A will not transfer, donate, mortgage, or before the completion of the above equity transfer. The pledge shall be disposed of in any manner that affects the interests of Party B. The company does not have existing or potential significant debts, litigation, claims and liabilities that the transferor has not disclosed to the transferee. Otherwise, all responsibility arising therefrom shall be borne by Party A.

2. Party A guarantees the equity transferred to Party B, and the other shareholders of the company have waived the right of first refusal.

3. After Party B has transferred the equity held by Party A, it shall enjoy the corresponding shareholders' rights and obligations according to the regulations of Xiamen XXXX Co., Ltd.

4. Party B acknowledges the charter of Xiamen XXXX Co., Ltd. and guarantees to fulfill the rights and obligations of shareholders in accordance with the provisions of the Articles of Association.

Article 3 Profit and Loss Sharing

After the company handles the change registration in accordance with the law, Party B becomes the shareholder of Xiamen XXXX Co., Ltd., sharing the company's profits and sharing losses according to the regulations.

Article 4 The cost burden of equity transfer

The full cost of equity transfer shall be borne by XX Party.

Article 5 Alteration and dissolution of the agreement

Before the company handles the registration of changes in equity transfer, the agreement may be changed or cancelled when one of the following circumstances occurs, but both parties must sign a written change or terminate the agreement.

1. This Agreement cannot be performed due to force majeure or 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 or both parties has seriously affected the economic interests of the observant party and made the implementation of the agreement unnecessary.

4. As the situation changes, the agreement is changed or terminated after mutual agreement.

Article 6 Liability for breach of contract

This Agreement shall have equal legal effect on both parties to the contract. If either party fails to perform its obligations or guarantees under this Agreement, the defaulting party shall pay the agreed party a penalty of XX% of the equity transfer price unless it is excused in accordance with the law. If one party breaches the contract and causes economic losses to the other party, and the amount of the loss is greater than the amount of liquidated damages, the defaulting party shall compensate the part greater than the liquidated damages.

Article 7 Settlement of disputes

1. All disputes related to the validity, performance, breach of contract and dissolution of this Agreement 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 8: Application of the law

The establishment, validity, performance and rights and obligations of this Agreement and the relevant files on which it is based shall be governed by the laws of the People's Republic of China.

Article 9 Time and place of signing the agreement

This Agreement shall be entered into by the transfering parties on No. XX, Road XX, District XX, XX City, on XX XX, 200X.

Article 10 Conditions for the entry into force of the agreement

This Agreement shall enter into force on the date of signing.

Article 11 The original of this Agreement shall be in quadruplicate. Each Party A and Party B shall hold one copy and report to the administrative authority for industry and commerce and one copy of Xiamen XXXX Co., Ltd., all of which have the same legal effect.

Party A:

200X XX XX Day

Party B:

200X XX XX Day

Note:

1. This model applies to the shareholder of the limited company and the shareholder transfers the capital contribution to the person other than the shareholder. If the application for change of shareholder or change of shareholder's capital contribution is filed, the “Equity Transfer Agreement” shall be submitted;

2. If the shareholder is a natural person, it shall be signed by it; if the shareholder is a legal person, it shall be signed by the representative of the legal person and the unit seal shall be stamped at the signature office; the signature shall not be replaced by a private seal or a signature seal, and the signature shall be black or blue black. Pens, writing brushes or signature pens, try not to separate from the text and use separate paper signatures;

3. If this Agreement is to be notarized or certified, it shall be specified in the Terms;

4. Where there is an underline, it should be filled in; if the text on the underline is bracketed, it should be filled in according to the regulations, and the underline and brackets should be removed when the text is officially written;

5. It is required to print on A4 paper and No. 4 Song, which can be printed on both sides; if there are multiple pages, the page number should be marked and the riding seal should be stamped; the content is invalid and the copy is invalid.

Article 2: Company 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: Company Equity Transfer Agreement

Transferor:

Attorney:

Transferee:

Attorney:

____________________________________ The company was established on ______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ Ten thousand yuan, the actual investment has been _____ coins ________ million. Party A is willing to transfer its shareholding of ____% of the joint venture company to Party B; after the company's board of directors approves and obtains the consent of the other shareholders, Party A and Party B have reached an agreement on the transfer of equity as follows:

1. The price, duration and method of equity transfer

1. Party A occupies ____% of the company's equity. According to the original contract of the joint venture company, Party A shall invest ____ ______ million yuan. Party A now transfers its ____% shareholding in the company to Party B at ______________ million.

2. Party B shall pay Party A 3% of the currency and amount stipulated in the first paragraph of Article 1 within ____ days from the date of entry into force of this Agreement.

2. Party A guarantees that it has full and effective disciplinary power over the equity it intends to transfer to Party B, guarantees that the equity is not pledged, and is not subject to third party recourse. Otherwise, Party A shall bear all the economic and legal issues arising therefrom. responsibility.

3. After the entry into force of this Agreement, Party B shall share the profits of the JV Company and share the risks and losses in proportion to the shares.

Fourth, liability for breach of contract

If Party B is unable to pay the equity price on time, every one day overdue shall pay the overdue liquidated damages of ______ of the total price overdue. In the event that the breach of contract causes economic losses to Party A, the portion of the liquidated damages that cannot be compensated shall also be paid compensation.

V. Settlement of disputes: Any dispute arising from the performance of this Agreement shall be settled by friendly negotiation between Party A and Party B. If the negotiation fails, it shall be brought to the People's Court of Daxing District, Beijing.

6. Relevant cost burden

In the process of transfer, the expenses incurred in connection with the transfer shall be borne by the joint venture company.

VII. Conditions for entry into force

This Agreement shall be signed by both parties, and shall be effective upon approval by the competent department of the government. Both parties shall go through the registration formalities with the industrial and commercial administration authority within 30 days.

8. Prior to the signing of this Agreement, if any content negotiated between the two parties conflicts with this Agreement, the contents of this Agreement shall prevail. The matters not covered by this Agreement shall be settled through negotiation between the two parties. The parties may sign a supplementary agreement to supplement this Agreement and supplement the Agreement. Have the same legal effect as this Agreement.

IX. One form of this Agreement is ____ copies. Each Party A and Party B shall hold ____ copies, the joint venture company shall keep one copy, and the rest shall be reported to the relevant departments.

Transferor: Transferee:

Year, month, day, month, day