Model share purchase contract

Model share purchase contract

Transferor:

Transferee:

table of Contents

Foreword 2

Article 1 The current shareholding structure of a company 2

Article 2 Form of Party B's acquisition of the overall equity of Party A 3

Article 3 The price of the overall transfer of equity of Party A 3

Article 4 Payment method of payment 3

Article 5 Subsequent Assistance in Asset Handover 4

Article 6 Clearing assets and capital documents 4

Article 7 Claims and Debts of a Company 4

Article 8 Delivery of Rights 5

Article 9 Tax Burden 5

Article 10 Liability for breach of contract 5

Article 11 Supplementary and Modification 5

Article 12 Annex 5

Article 13 Supplementary Provisions 6

The transferor (hereinafter referred to as Party A):

(slightly)

The transferor representative:

1. Name: (omitted) (Signature): Gender: Male ID number: (omitted)

2. Name: (omitted)

3. Name: (omitted)

4. Name: (omitted)

5. Name: (omitted)

Transferee (hereinafter referred to as Party B): a labor service company

Residence: (omitted)

Legal representative: (omitted)

Foreword

In view of the fact that Party A wants to transfer its entire equity in a limited company (hereinafter referred to as a company), Party A and Party B signed the Equity Purchase Intention Contract on October 27, 2004 (hereinafter According to the agreement of the intention contract, both Party A and Party B actually fulfilled the handover work of the relevant ××× company. Party B has basically acquired the conditions for Party A to hold the entire share capital of XX Company. Party A and Party B are in accordance with the "Contract Law of the People's Republic of China", the "Company Law of the People's Republic of China" and other relevant laws and regulations and the "intention contract". According to the provisions of Article 10, in respect of the entire transfer of the entire equity of XX Company by Party A, the two parties have signed this equity purchase contract on the basis of equality, voluntariness and fairness, in order to jointly abide by them.

Article 1 × × × company's current shareholding structure

The 1-1××× company was originally a limited liability company jointly established by Party A. Legal representative [omitted], registered capital [slightly] 10,000 yuan. The composition of the original shareholders of the ××× company, the respective capital contribution and the proportion of capital contribution can be found in Annex 9 of the Intention Contract.

1-2 Party A and Party B shall, in accordance with the agreement of the Intention Contract, Party A has voluntarily made the change registration during the transfer of the XX Company. The current legal representative of ××× company is ×××, and the registered capital is RMB [slightly] 10,000 yuan. The current shareholder composition, respective capital contribution and capital contribution ratio of ××× company are shown in Annex 1.

Article 2 Form of Party B's acquisition of the overall equity of Party A

Party A shall voluntarily transfer all the capital contributions of the company to Party B as a whole. After Party B has transferred the equity of Party A as a whole, Party B shall absolutely hold the XX Company, and the remaining capital contribution shall be determined by Party B. The person with the changed XX company's industrial and commercial files shall prevail.

Article 3 The price of Party A's overall transfer of equity

3-1 The price of the overall transfer of equity of Party A is based on the corresponding net assets of XX Company, and is ultimately subject to the effective evaluation report issued by the appropriate evaluation agency (Annex 2).

3-2 According to the assessment report mentioned in the preceding paragraph, the total price of the equity transfer by Party A is RMB [slightly] 10,000 yuan. Among them, the value of physical assets [slightly] million yuan, the value of registered trademarks [slightly] million yuan. Party B shall transfer the entire equity of Party A as a whole at the price of RMB [slightly] 10,000 yuan, and use [slightly] 10,000 yuan as the registered capital, and the remaining [slightly] 10,000 yuan, that is, the registered trademark shall enjoy the ownership of the assets by XX Company. .

Article 4 Payment method of price

According to the agreement of the intention contract, Party B has paid 65% of the total price to Party A. On the effective date of the equity acquisition contract, in addition to 15% of the total price as the deposit, Party B shall pay 20% of the total remaining price to Party A, and the representatives authorized by Party A shall jointly accept and issue the receipt certificate.

Article 5 Subsequent Assistance in Asset Handover

Party A and Party B have pre-approved the assets of XX Company in advance according to the agreement of Intention Contract. After the Equity Purchase Contract becomes effective, Party B and its assigned staff formally take over the XX Company. Party A and its formerly employed personnel shall actively transfer the remaining related work and refer to the original ××× according to the principle of good faith. All matters of the company shall properly perform the obligations of notification, confidentiality, explanation, assistance and so on.

Article 6 Clearing assets and assets documents

Party A and Party B have pre-approved the assets of XX Company in accordance with the agreement of the Intention Contract, and the true, accurate and complete XXX Company’s balance sheet and the parties’ identification were formed during the handover. The asset transfer list is included in Annex 3 and Annex 4 of this equity acquisition contract.

Article 7 Claims and Debts of XXX Company

7-1 Before the effective date of this contract, Party A shall bear all the debts incurred by the company during the period of Party A's personal operation and its operation and management. All the claims arising from Party A shall be vested by Party A. Party A promises that this contract will take effect. On the day of the original × × × company's all claims and debts have been settled.

7-2 After the date of entry into force of this contract, Party B shall enjoy and assume all the claims and debts arising from the operation and management of the company.

Article 8 Delivery of rights

On the effective date of the equity acquisition contract, Party A shall be formally transferred to Party B in accordance with the Company Law and the stipulations of the XX Company's Articles of Association. Party B and its determined assignee shall formally enjoy the company with XX Company. All rights of shareholders as stipulated in the Law and the XX Company's Articles of Association.

Article 9 Tax Burden

Both parties shall bear the taxes payable due to the signing and performance of this contract.

Article 10 Liability for breach of contract

If Party A and Party B damage the legitimate rights and interests of the other party due to their respective debt problems, the defaulting party shall promptly compensate the defending party for all losses (including direct losses and indirect losses) and pay 5% of the total price to the observant party. Pay liquidated damages.

Article 11 Supplementation, modification

On the basis of the principle of good faith, the two parties can supplement and revise on the basis of the principle of good faith. The resulting supplementary contract has the same effect as this contract.

Article 12 Annex

The following annexes are the necessary components of this contract (after the third item, the certificate of the change of ×××市×××有限公司):

1. The two parties signed the "Contract of Equity Purchase Intention";

2. The resolution of the equity transfer of the sixth shareholder meeting of ××× Co., Ltd.;

3. Tax registration certificate;

4. Temporary discharge of pollutants permit;

5. Business license of enterprise legal person;

6. The organization code certificate of the People's Republic of China;

Article 13 Supplementary Provisions

13-1 This contract is the final equity purchase contract between Party A and Party B, and is binding on both parties.

13-2 This contract is in ten copies, and each party holds five copies. This contract shall become effective after it has been signed and sealed by both parties.

Party A (signature):

1: Name:

2: Name:

3: Name:

4: Name:

5: Name:

Party B (seal): (omitted)

Signature of Legal Representative):

Signing time: year month day