How To Make An Asset Replacement Agreement?

Asset replacement agreement

Party A: Mr.

Residence: the first, the second and the third.

Party B: the company is in charge.

Residence: the first, the second and the third.

In view of:

1. Party A is a Limited by Share Ltd and a listed company approved by the company. It intends to increase the main business through asset reorganization so as to realize the optimization of enterprise structure and product mix and enhance economic efficiency.

2. Party B is willing to replace subordinates to Party A in order to support the development of Party A and further adjust the product structure of Party B.

The two sides reached an agreement through consensus:

I. substitution targets

Party A intends to replace the company's rights and interests in the company.

Party B intends to replace the assets of the company.

Two. Scope and mode of replacement

1. the scope of this party's asset replacement is the above-mentioned enterprises. The scope of asset replacement by Party B is the net assets of the above replacement target. The detailed scope is attached to the list after the issuance of the asset appraisal report.

2. Party A and Party B invite the assets appraisal institutions to assess the replacement targets on the basis of the year of the year, the year, the year, the year, the date and the date of the asset replacement assessment. The asset replacement is based on the valuation results. The difference between the assets and the assets shall be paid by Party B to Party A.

Three. Approval and approval of replacement

The replacement of assets described in this agreement has been approved by Party A's board of directors and Party B's superior unit.

Four. The effect of substitution

1. the base date of asset valuation for this asset replacement is the year of the year, the date of the commencement of the replacement is the date of the agreement's consideration and approval by the general meeting of shareholders. The effective date of replacement self replacement takes effect. Although the replacement act is implemented only after the signing of this agreement, the replacement effect is traceable.

2. Party A B referred to in this Agreement Replacement assets And related liabilities, from the effective date of the replacement, to the other party in accordance with the provisions of this agreement. Unless otherwise specified in article sixth of this agreement, the assets and related liabilities classified into the other party shall be owned and borne by the other party after the effective date and the profits and losses arising from the relevant business.

Five, assurance and commitment

1. the two sides guarantee that, from the date of signing the agreement, both parties shall manage assets and related liabilities and operate their related businesses in a normal way until the effective date of the replacement.

2. the two sides guarantee that in addition to liabilities disclosed in the financial statements and asset assessment reports, and in addition to liabilities incurred by both parties in the normal operation after the signing of this agreement, there will be no other actual or existing debts before replacement. responsibility 。

3. the parties undertake to replace the assets without any collateral, pledge, lien or other security interest before the replacement is implemented (except for the financial statements and asset valuation reports).

4. the two sides guarantee that the assets transferred to the other party comply with the relevant technical standards and quality requirements of the state and industry.

Six, liability for breach of contract

Party A and Party B fail to transfer all the replacement assets to the other party in accordance with this agreement. They shall be responsible for compensation for the losses caused by the other party, and shall bear the penalty for breach of the net assets value of ten percent of the replacement assets.

Seven. dispute Solution

When the parties concerned have disputes over the acceptance and performance of this agreement, they shall be settled through friendly negotiation. If negotiations fail, either party may bring a suit to a court of competent jurisdiction.

Eight. Unfinished business

If there is any other matter in this agreement, Party A and B may negotiate supplementary agreements.

Nine, signing effective

This Agreement shall enter into force after signature and seal affixed by the authorized representatives of both parties. Party A guarantees that it will be granted the right to sign this agreement.

This agreement is made in two copies. Each party holds one copy and has the same legal effect.

Party A (seal):

Authorized representative (signature):

This is the day of the year.

Party B (Gai Zhang): Mr.

Authorized representative (signature):

This is the day of the year.