How To Draw Up The Equity Pfer Agreement

Model agreement for pfer of shares

Transferor: (company) (hereinafter referred to as Party A)

Address:

Legal representative: Duty:

Principal agent; Duty:

Transferee: (company) (hereinafter referred to as Party B)

Address:

Legal representative: Duty:

Authorized agent: Duty:

The company is set up on the date of January, and is jointly operated by Party A and the registered capital is RMB 10000 yuan.

Among them, Party A occupies% stake.

Party A is willing to pfer its share of the company's shares to Party B, and Party B is willing to take part in the shares and participate in the management of the company.

The board of directors of both parties has considered the pfer of shares and agreed to make a decision.

Party A's board of directors and shareholders' meeting have already considered the right of preemption of shares, and agreed to give up the right of priority.

In accordance with the provisions of the company law of the People's Republic of China and the contract law of the People's Republic of China, both parties have reached the following agreement on the pfer of shares by consensus.

I. The price of equity pfer and the time and manner of payment of the pfer payment:

1. Party A has a% stake in the joint venture company. According to the company's contract and articles of association, Party A shall invest RMB 10000 yuan and the actual capital contribution.

Ten thousand yuan.

At present, Party A pfers its share of the joint venture company's shares to Party B.

2, Party B shall pay the share pfer amount to the first party within a day from the date of the effective date of the agreement.

Party B shall have the shares of the company after payment is paid.

Two, Party A guarantees that the shares it intends to pfer to Party B has the right to dispose of the shares completely, so as to ensure that the shares are not mortgaged or involved in litigation, arbitration and other cases, so as to ensure that the shares are not sealed up and not be recovered by the third party, otherwise Party A shall bear all economic and legal responsibilities arising therefrom.

Three. The sharing of profits and losses (including claims and debts) of the joint venture company:

1. After the agreement has come into effect, Party B shall share the profits of the joint venture company and share the corresponding risks and losses according to the proportion of the pferable shares.

2. If Party A fails to inform Party B of the liability of the joint venture prior to the pfer of shares, Party B shall have the right to recover from Party A if Party B has suffered losses after being a shareholder of the joint venture.

3. The way and proportion of corporate debt before the signing of this Contract:

Four.

:

1. Once the agreement has come into effect, both parties must conscientiously fulfill their obligations. Any party who fails to fulfill his obligations in accordance with the provisions of the agreement shall be liable in accordance with the law and the provisions of this agreement.

2. If Party B fails to pay the share pfer payment on time, each party should pay a penalty for the amount of the overdue part of the pfer.

If Party B fails to make a loss to Party A, Party B shall pay the penalty amount less than the actual loss. Party B must compensate the loss separately.

3, if Party B fails to handle the change registration as scheduled due to Party A's reasons, or fails to handle the pfer in time, or seriously affects the purpose of concluding this agreement, Party A shall pay liquidated damages to Party B in accordance with the maximum amount of pfer payment already paid by Party B.

If Party A breaches damages to Party B, the amount of breach penalty paid by Party A is lower than the actual loss. Party a must compensate the party separately.

4, Party A undertakes to undertake strict confidentiality obligations concerning any customer resources, business information, business channels, business secrets and other matters related to the company's shareholders or employees during its period of contact and knowledge, and shall not divulge or provide to third persons in any way, nor shall it be used for proprietary business.

Five.

Alteration or dissolution:

After consultation, the two parties may change or terminate this agreement.

If the agreement is changed or terminated through negotiation, the two parties shall sign another change or rescind the agreement, which is notarized by the notary public office (the joint venture shall be approved by the examining and approving organ for the foreign investment enterprise).

Six, the burden of related costs:

The related expenses (such as notarization, assessment or audit, business registration and other related expenses) occurred in the process of equity pfer are borne by the parties.

Seven. Change registration procedures

The registration procedures for the pfer of shares shall be handled by the party and bear the relevant expenses, and the party shall have the obligation to assist.

Completed within days.

Party A shall deliver Party A's technical, business, financial, material and other items and materials to Party B within the day of signing the contract.

Eight.

Solution:

Any dispute arising from or in connection with this contract shall be settled amicably by both parties, and if negotiation fails, the following shall be settled.

Nine. Conditions for entry into force:

This Agreement shall enter into force after signing, sealing and notarization by a party and Party B (after the notarization office notarized) (the joint venture is a foreign invested enterprise, and submitted to the examining and approving organ for approval).

The two parties shall, after the effective date of the agreement, change the registration procedures to the administrative departments for Industry and commerce according to law.