Equity purchase intention agreement

Equity purchase intention agreement

Date: Year Month Day

   place of signing: 

Party A:

Party B:

In view of the fact that: XXXXXXXXX company has better development in the future, through friendly negotiation between Party A and Party B, in accordance with the principle of mutual benefit, the following investment intentions will be reached on the same day, and both parties will abide by it.

Party A and Party B have conducted preliminary negotiations on the transfer of XXXXXXXXX Co., Ltd.'s equity in Party B. In order to further carry out the relevant investigation of equity transfer and improve the transfer procedures, the parties have reached the following equity purchase letter of intent, which is intended to be equity The transfer is related to the work communication matters, and the result is not binding on whether the two parties ultimately carry out the equity transfer.

Article 1 The purpose and status of this agreement

1.1 The purpose of this agreement is to make a general statement of all the intentions of Party A and Party B regarding the equity transfer as of the date of signing this agreement, and to make preliminary arrangements on the relevant trading principles and conditions, and to clarify relevant working procedures and procedures. To actively promote the implementation of equity transfer.

1.2 At the time of equity transfer, Party A and Party B and/or relevant parties shall, on the basis of the preliminary agreement made in this Agreement, sign one of the specific matters concerning equity transfer, asset restructuring, asset transfer, debt settlement and transfer. Series agreements and/or other legal documents. The entry into force of such agreements and/or other legal documents at that time will constitute a definitive agreement between the parties concerned on the specific matter and supersede the corresponding content of this agreement and the agreement between the parties to this agreement on the same issue. Oral or written advice, statements, warranties, undertakings, letters of intent, memorandums of understanding, agreements and contracts.

Article 2 Equity Transfer

2.1 Target equity quantity: XXXXXXXXX company% equity.

2.2 Target Equity Purchase Price Determination: Based on the target equity net assets assessed by the accounting firm with auditing qualifications on the date of 2014. Among them, Party A shall bear the audit fees of the payment accounting firm.

Article 3 Due Diligence

3.1 After the signing of this Agreement, Party A shall arrange for its staff to conduct a comprehensive due diligence investigation on the assets, liabilities, or major contracts, litigations, arbitrations, etc. of Party B. In this regard, Party B shall provide full cooperation and assistance, and encourage the target company to fully cooperate and assist.

3.2 If, in due diligence, Party A finds any facts that have any material impact on the transactions under this Agreement (including but not limited to external guarantees, litigation, unrealized assets, significant business risks, etc. not disclosed by the Target Company), Party A Party B shall notify Party B in writing of the specific matters and their nature. Party A and Party B shall meet and discuss and make every effort to resolve the matter in good faith. If within ten working days from the date of the above-mentioned written notice of Party A, Party B cannot resolve the matter to the (reasonable) satisfaction of Party A, Party A may give Party B 10 working days after the above written notice is given. This Agreement is terminated by means of a written notice.

Article 4 Equity Transfer Agreement

4.1 Within the working day from the date when all the following conditions precedent are met, the parties shall formally sign the equity transfer agreement:

(1) Party A has completed the due diligence work of Party B and found no significant facts that have material impact on the transaction (or found such significant facts but resolved through friendly negotiation between the two parties);

(2) The content and format of the signed equity transfer agreement (including its annex) are satisfactory to both parties.

(3) Party A's internal shareholders passed the acquisition of the target equity proposal.

4.2 Unless the parties agree to amend or adjust, the main terms and conditions of the Equity Transfer Agreement shall be in accordance with the preliminary agreement of this Agreement and shall not be inconsistent with the relevant content of this Agreement.

Article 5 Termination of this Agreement

5.1 Termination of Negotiation: After the signing of this Agreement, this Agreement shall be terminated by the agreement of Party A and Party B.

5.2 Termination of Default: After the signing of this Agreement, if one party defaults, the other party may terminate this Agreement unilaterally in accordance with the provisions of this Agreement.

5.3 Automatic termination: After the signing of this Agreement, it may be automatically terminated in accordance with the provisions of Section 3.2.

Article 6 Approval, authorization and entry into force

6.1 This Agreement shall be signed and approved by the parties to the decision-making body.

6.2 This Agreement shall become effective after it has been signed by Party A or Party B's representative representative or authorized representative and stamped with the official seal.

Article 7 Confidentiality

7.1 The parties agree that all terms and conditions of this Agreement and all information obtained from both parties to this Agreement are confidential, except where the disclosures are obligations and liabilities required by law.

7.2 The parties hereto agree not to use the Confidential Information for any purpose other than as required by law, as expressly provided in this Agreement, or in any litigation, arbitration or administrative penalty imposed on this Agreement; In such cases, confidential information should also be used in strict accordance with relevant legal procedures.

Article 8 Others

The original form of this agreement is in duplicate, and each party has the same legal effect.

I hereby certify that this Agreement is signed by the parties to this Agreement on the date of the first writing.

Party A:

Legal representative: stamp:

(signature):

Party B:

Legal representative: stamp:

(signature):