How To Draw Up The Pfer Of Capital Contribution Agreement

The pferor of the pfer agreement is: pfer of the capital contribution agreement.

The pferee is: the first, the second and the third.

Target Corp: the World Health Organization (Target Corp):

In view of the joint venture between the pferor and the company, the joint venture between the pferor and the other shareholder of the Target Corp was established in the year of the company.

After consultation, the two parties have agreed on the following agreement (hereinafter referred to as the "agreement") to assign the pferee to the pferee to pfer the amount of capital contribution (hereinafter referred to as the pfer of the capital contribution) by the pferee.

I. pfer of capital contributions

1.1 the pferor and the pferee shall assign to the pferee a one-time contribution to the pferee in accordance with the terms and conditions stipulated in this agreement.

The pfer of the company has obtained the consent of the other contributors of the company to give up the right of preemption.

1.2 the pferee will pfer the amount of investment in accordance with the relevant laws, regulations and the joint venture contract (investment agreement) and the subsidiary capital contribution stipulated in the articles of association.

Two. Transfer price

2.1 the basis for the pfer of this amount of capital contribution (if any) is: the following is the audit report of the company, which is audited by the accounting firm limited.

2.2 the total amount of the pfer of the capital contribution is RMB yuan, China, Hong Kong and Macao (hereinafter referred to as the "Transferee price").

Three. Payment and delivery.

3.1 The pferee shall pay the pferee one time within thirty days after the entry into force of this agreement.

3.2 after the pferee fully fulfil the above payment obligations, the Chinese certified public accountant shall be appointed by the two sides to issue a verification report. Immediately after the issuance of the report, the pfer amount will be delivered.

3.3 before the pfer of the capital contribution is made, the shareholders in the accumulated profits of the company shall enjoy the right to distribute dividends, and the pferor shall have all the profits.

Four. Statement and guarantee

4.1 The parties' statements and guarantees for their respective principal qualifications are as follows:

4.1.1 Chinese citizens with Chinese nationality and full capacity for civil conduct and civil rights;

4.1.2 has the right and authority to sign this Agreement and fulfil its obligations under this agreement.

4.1.3, without any reason of its own, hinders the effective date of this agreement from its own effective date and is binding on it.

4.1.4 the performance of this Agreement and the obligations prescribed in this Agreement shall not be contrary to Chinese laws, regulations and any other contracts which are binding or binding on the contract.

4.1.5 should fully consult, cooperate closely and support actively in the pfer process of the capital contribution.

4.2 the pferor further declares and warrant that the amount of capital invested in this pfer is legally held and intact, and does not have any mortgage, lien, guarantee or other third party's rights and interests.

4.3 the pferee further declares and guarantees that the amount of capital invested by the pferee is legitimate and has sufficient funds to fulfill its obligations under this agreement.

Five. Transfer Fang Yiwu

The pferor shall also bear the following obligations:

5.1 the pferor has full powers, powers and capabilities to sign this Agreement and pfer all rights and obligations to the company to the pferee under this agreement.

5.2 the relevant department of the pferor is responsible for prompting the company to take all necessary actions and perform all necessary procedures to ensure that the pferee obtains the amount of capital pferred under this agreement.

5.3 the documents and materials relating to assets and business are true, accurate, legal and effective.

Six, the pferee Fang Yiwu

The pferee shall also assume the following obligations:

6.1 when the agreement is signed, the parties concerned shall submit to the pferor an effective resolution and authorization letter related to the assignment of the capital contribution within the relevant provisions of their articles of association.

6.2 guarantee that the amount of capital contribution shall be paid in accordance with the provisions of Article 3.1 of this agreement.

Seven, confidentiality

Unless, in accordance with the relevant laws and regulations, the relevant government departments in charge or the competent departments of the two sides should go through the procedures for approval or filing, or to fulfil their obligations under this agreement or to disclose to the third party, the parties agree and urge their informed parties to strictly confidentiality about all the provisions of the agreement and the pfer of the capital contribution.

Eight. Force majeure.

8.1 any party who fails to perform or partially fails to perform the obligations of this agreement due to force majeure and its own fault shall not be regarded as a breach of contract. However, all necessary relief measures should be taken under the conditions permit, so as to reduce losses caused by force majeure.

8.2 in case of force majeure, the party shall notify the other parties in writing of the situation as soon as possible, and report to the other parties within fifteen days after the event that they fail to perform or partially fail to fulfil their obligations under this Agreement and the reasons for delay in performance.

8.3 force majeure refers to all kinds of natural disasters, market risks and political events which are not foreseen by any party and unavoidable.

Nine. The entry into force of the agreement

This Agreement shall enter into force after signature by the two parties or authorized representatives.

Ten, liability for breach of contract

10.1 after the entry into force of this agreement, except for the eighth clause of this agreement, any party who breaches the above provisions and causes the agreement to fail to perform, must pay the other party a penalty equivalent to 4% of the total amount of the pfer of the capital contribution.

10.2 if the pferee fails to pay the pfer amount within ten working days, the pferor shall have the right to terminate this agreement unilaterally, and the pferee shall bear the liability for breach of contract and pay the pferor the penalty equivalent to 4% of the total amount pferred.

Eleven. Applicable law and dispute resolution

11.1 the conclusion, validity, interpretation and performance of this Agreement shall be governed by the relevant laws and regulations promulgated in China.

11.2 any occurrence under this agreement.

The two parties should first settle them through friendly negotiation.

If negotiation fails, both parties shall submit the dispute to the court with jurisdiction.

Twelve, supplement.

And pfer

12.1 any additions or amendments to this Agreement shall be effective by written agreement between the two parties.

12.2 the parties hereto shall not assign their rights and obligations under this agreement to the third party.

Thirteen, taxes and expenses

Both parties shall bear the taxes and fees payable and paid by them respectively for the signing and performance of this agreement.

Fourteen.

14.1 the heading used in this agreement is used only as a reminder of the content and not as an explanation of the terms.

14.2 the parties agree that this agreement will replace all the original oral promises of both parties and become an agreement that fully reflects the consensus of both sides.

14.3 this agreement is in duplicate. Each party holds the same copy and is equally valid. The rest is for examination and approval.

The pferor (seal): the pferee (seal) of the company.

Authorized representative (signature): Authorized Representative (signature):

This is the year of the year.