Model Contract For Foreign Equity Pfer

First party:

Party B:

In view of the fact that * * * * * company is invested by Party A as a foreign investor, the registered capital of the company is USD 10 * * * * * and is a Sino foreign joint venture approved by the foreign economic and Trade Commission in Japan.

In view of Party A's intention to sell 40% of its holdings of * * * * * * * Limited company.

In view of the fact that Party B is an independent legal person and is willing to accept the equity of Party A, he participates in the operation of the company's existing business;

1, Party A agrees to pfer the 60% share of the * * * * * * Limited company to Party B.

2, Party B agrees to grant 60% of the shares owned by Party A.

3, the board of directors of both parties has considered the pfer of shares and has made relevant resolutions.

4, the board of directors of the * * * * * * * * * * * Company Limited has convened the board of directors on the pfer of shares, and has decided to agree to the pfer of shares and the prior shareholders' giving up the priority of subscription for shares pfer.

5, both parties fully understand their respective rights and obligations in the process of equity pfer, and agree to carry out the pfer of shares according to law.

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Party A and Party B, in accordance with the relevant laws and regulations of the People's Republic of China, have, through friendly consultation, signed the equity pfer agreement in accordance with the principle of equality and mutual benefit.

Article 1: the parties to the agreement

1.1 pferor: the pferee: * * * * * * * * * * * * * (hereinafter referred to as Party A)

Legal address:

Legal representative:

Nationality: People's Republic of China

1.2 the pferee: (hereinafter referred to as Party B)

Legal address:

Legal representative:

Nationality: People's Republic of China

Second: the signing of the agreement.

2.1 the agreement is signed as follows:

Third: the pfer of the target and the price.

3.1 Party A pfers the 60% share of the * * * * * * Limited company to Party B.

3.2 Party B agrees to accept the pfer of the above shares.

3.3 both parties agree that the price of the above share pfer shall be based on the book net assets value of the * * * * * company limited for the month ending date.

3.4 the pfer price determined by both parties is RMB yuan * * * * * * million.

3.5 Party A guarantees that it has a completely independent interest in the pfer of shares to Party B. No pledge has been set up, and no dispute or litigation has been involved.

Fourth: payment of pfer payments

4.1 within the day after the entry into force of this agreement, Party B shall pay the pfer amount agreed to by Party A in full in accordance with the provisions of this agreement.

4.2 the pfer payment paid by Party B shall be deposited in the account designated by Party A.

Fifth: equity pfer:

5.1 within 60 days of the entry into force of this agreement, Party A and Party B jointly entrust the board of directors of the company to handle the pfer of shares.

5.2 the registration procedures for the modification of the above share pfer shall be completed within 60 days after the entry into force of this agreement.

Sixth: rights and obligations of the two sides

6.1 after the pfer procedure is completed, Party B will have 60% of the shares of the * * * * * * Limited company and enjoy the corresponding rights and interests.

6.2 before the completion of this assignment, both parties shall confidentiality to all matters concerning the assignment and the contents involved.

6.3 Party B shall pay the pfer price in time on the basis of this agreement.

6.4 Party A shall provide necessary cooperation and cooperation with Party B in handling legal procedures such as approval, alteration registration, etc.

6.5 Party A shall deliver the ownership, customer and supplier list, technical file and business information of the company to Party B on the date of signing the agreement.

6.6 from the date of completion of the registration of stock change, Party A will no longer enjoy any rights of the company.

6.7 Party A undertakes to undertake strict confidentiality liability as a company's proprietary information (including, but not limited to, financial status, customer resources and business channels, etc.) acquired by shareholders and / or staff members during the period of the company. It will not be provided to any third party in any way for possession or use, nor will it be used for proprietary business.

Seventh: liability for breach of contract

7.1 after the agreement is formally signed, any party who fails to perform or fails to fulfill the provisions of this Agreement constitutes a breach of contract.

The party in default shall be responsible for compensation for all direct economic losses caused by the breach of contract to the abiding party.

7.2 when a party breaches a contract, the contract keeping Party shall have the right to ask the breach party to continue to perform this agreement.

Eighth: the change and dissolution of the agreement.

8.1 the change of this agreement must be negotiated by both parties and a written change agreement shall be made.

If no agreement can be reached through negotiation, this Agreement shall remain valid.

8.2 when a party breaches a contract, the contract holder shall have the right to ask the breach party to continue to perform this agreement.

8.3 when the two sides agree to terminate the performance of this agreement, a written agreement shall be concluded and shall become effective after signature and seal by both parties.

Ninth: applicable law and dispute resolution

9.1 this Agreement applies to the laws of the People's Republic of China.

9.2 all disputes arising out of or in connection with this Agreement shall be settled through friendly negotiation. If negotiation fails, either party shall have the right to initiate proceedings.

Tenth: the entry into force of the agreement and others.

10.1 this Agreement shall enter into force after signature and seal by both parties. The original contract is in three copies. Party A holds one copy, Party B holds one copy and reports to the examining and approving organ.

(this page is the signature and seal page of the equity pfer agreement).

First party:

The legal representative (authorized representative):

Party B:

The legal representative (authorized representative):

Date of signing: date, month and date

Editor in chief: Xu Qiyun