- 相關(guān)推薦
英文版股權(quán)轉(zhuǎn)讓協(xié)議（通用10篇）
在社會(huì)一步步向前發(fā)展的今天，各種協(xié)議頻頻出現(xiàn)，簽訂協(xié)議后則有法可依，有據(jù)可尋。一起來參考協(xié)議是怎么寫的吧，以下是小編為大家收集的英文版股權(quán)轉(zhuǎn)讓協(xié)議，希望能夠幫助到大家。
英文版股權(quán)轉(zhuǎn)讓協(xié)議 1
Name: _________________________
Registered Address: _________________________
Legal Representative/Authorized Representative: _________________________
Contact Information: _________________________
Party B (Transferee):
Name: _________________________
Registered Address: _________________________
Legal Representative/Authorized Representative: _________________________
Contact Information: _________________________
WHEREAS,
Party A is the lawful owner of ____ shares (hereinafter referred to as the "Shares") in _________________________ (hereinafter referred to as the "Company"), a company incorporated under the laws of _________________________ with its registered address at _________________________.
Party A desires to transfer and Party B desires to purchase the Shares in accordance with the terms and conditions stipulated herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Parties hereto agree as follows:
Article 1. Transfer of Shares
1.1 Party A agrees to sell and transfer, and Party B agrees to purchase and accept the transfer of, the Shares.
1.2 The transfer of the Shares shall be effective upon the execution of this Agreement and the completion of all necessary legal formalities.
Article 2. Purchase Price
2.1 The purchase price for the Shares shall be _________________________ (amount in currency).
2.2 Payment of the purchase price shall be made by Party B to Party A in the following manner: _________________.
Article 3. Representations and Warranties
3.1 Party A represents and warrants that:
It is the lawful owner of the Shares and has full power and authority to transfer the Shares.
The Shares are free from any encumbrances, liens, or claims.
It has disclosed all material information concerning the Shares and the Company to Party B.
3.2 Party B represents and warrants that:
It has sufficient funds to pay the purchase price.
It understands and accepts the risks associated with the investment in the Shares.
Article 4. Conditions to Closing
The obligations of the Parties to complete the transfer of the Shares shall be subject to the satisfaction or waiver of the following conditions:_________________.
Article 5. Post-Closing Obligations
5.1 Upon completion of the transfer, Party B shall be entitled to all rights and privileges associated with the Shares.
5.2 Party A shall cooperate with Party B and the Company to ensure the smooth transition of ownership and provide any necessary assistance or information.
Article 6. Confidentiality
Both Parties shall keep all confidential information obtained during the negotiation and execution of this Agreement confidential and shall not disclose it to any third party without the prior written consent of the disclosing Party.
Article 7. Governing Law and Dispute Resolution
7.1 This Agreement shall be governed by and construed in accordance with the laws of _________________________.
7.2 Any dispute arising out of or in connection with this Agreement shall be resolved through friendly negotiation. If negotiation fails, the Parties may submit the dispute to _________________ in accordance with _________________.
Article 8. Miscellaneous
8.1 This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, and representations.
8.2 Any amendment or supplement to this Agreement shall be made in writing and signed by both Parties.
8.3 This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written.
Party A (Transferor):
Signature: _________________________
Date: _________________________
Party B (Transferee):
Signature: _________________________
Date: _________________________
英文版股權(quán)轉(zhuǎn)讓協(xié)議 2
Party A (Transferor):
Name: ________________________
Registered Address: ________________________
Legal Representative/Authorized Representative: ________________________
Contact Information: ________________________
Party B (Transferee):
Name: ________________________
Registered Address: ________________________
Legal Representative/Authorized Representative: ________________________
Contact Information: ________________________
WHEREAS and WHEREFORE,
Background Information
Party A, as the legal owner of _______ shares (hereinafter referred to as the "Shares") in ________________________ (hereinafter referred to as the "Company"), intends to transfer all its rights and obligations associated with the Shares to Party B.
Transfer Terms
(a) Party A agrees to transfer and Party B agrees to accept the Shares for a total consideration of ________________________ (amount and currency).
(b) The transfer of Shares shall be completed through the formalities stipulated by the Companys Articles of Association and relevant laws and regulations.
Payment Terms
Party B shall pay the full consideration to Party A within ________ days after signing this Agreement. The payment details are as follows:
Payment Method: ________________________
Payment Account Information: ________________________
Obligations of the Parties
(a) Party A shall ensure that the Shares being transferred are free from any liens, pledges, or other encumbrances, and that Party B will have full and unconditional ownership rights upon completion of the transfer.
(b) Party B shall promptly complete the payment as agreed and undertake to comply with all rights and obligations associated with the Shares in accordance with the Companys Articles of Association and relevant laws and regulations.
Confidentiality
Both parties shall keep confidential all information related to this Agreement and shall not disclose it to any third party without the written consent of the other party.
Breach of Contract
In case of any breach of this Agreement by either party, the defaulting party shall indemnify the non-defaulting party for all losses incurred, including but not limited to direct economic losses, legal fees, and arbitration fees.
Dispute Resolution
Any disputes arising from or in connection with this Agreement shall be first resolved through friendly negotiation. If no agreement can be reached, the dispute shall be submitted to the arbitration institution/court designated by both parties for arbitration/litigation in accordance with its arbitration rules/litigation procedures.
Miscellaneous
(a) This Agreement is made in duplicate, with each party holding one copy, which has equal legal effect.
(b) This Agreement shall take effect upon being signed and stamped by both parties.
(c) For matters not covered in this Agreement, both parties may sign supplementary agreements. The supplementary agreements shall have the same legal effect as this Agreement.
Party A (Seal): ________________________
Legal Representative/Authorized Representative (Signature): ________________________
Date: ________________________
Party B (Seal): ________________________
Legal Representative/Authorized Representative (Signature): ________________________
Date: ________________________
英文版股權(quán)轉(zhuǎn)讓協(xié)議 3
Party A (Transferor):_____________
Party B (assignee):_____________
Both Party A and Party B, in accordance with the provisions of the Company Law and with the consent of all shareholders of the company, have reached the following agreement on the transfer of equity based on the principles of equality and reasonableness:
1、 With the consent of all shareholders, Party A shall lawfully transfer its subscribed equity (accounting for _____% of the registered capital) of ____ million yuan (actually paid in ____ million yuan) in ___________ Co., Ltd. to Party B. The original shareholders of the company agree to waive their right of first refusal.
2、 Transfer price, payment method, and payment time
The transfer price is RMB ____ million, to be paid in currency within five days from the date of signing the agreement.
3、 After Party A transfers its equity to Party B in accordance with the law, Party B shall assume its rights and obligations in _________________ Co., Ltd., and shall abide by and implement the companys articles of association.
4、 This agreement is made in triplicate, with each party holding one copy and one copy submitted to the registration authority.
5、 This agreement shall come into effect after being signed and stamped by both parties and registered with the Administration for Industry and Commerce.
Signature (seal) of Party A:
Signature (seal) of Party B:
_________Year, Month, Day
英文版股權(quán)轉(zhuǎn)讓協(xié)議 4
Transferor (Party A):
Transferee (Party B):
This contract is entered into by and between Party A and Party B on _____ regarding the transfer of equity in ____.
Based on the principles of equality and mutual benefit, Party A and Party B have reached the following agreement through friendly consultation:
Article 1: Equity Transfer Price and Payment Method
1. The first party agrees to transfer ____% equity of ____ company to the second party for ____ million yuan, and the second party agrees to purchase the above-mentioned equity at this price and amount.
2. The second party agrees to make a one-time payment in cash to the first party for the transferred equity within ____ days after the signing of this contract.
Article 2: Guarantee
1. The first party guarantees that the equity transferred to the second party is legally owned by the first party in ____ company, and the first party has full disposal rights. The first party guarantees that there is no mortgage, pledge or guarantee set up on the transferred equity, and that it is not subject to any
Third partys pursuit. Otherwise, all responsibilities arising from this shall be borne by Party A.
2. After the transfer of equity by Party A, the rights and obligations originally enjoyed and assumed by Party A in ____ company shall be transferred to Party B for enjoyment and assumption along with the equity transfer.
3. The second party acknowledges the articles of association of ____ company and guarantees to fulfill its obligations and responsibilities in accordance with the provisions of the articles of association.
Article 3: Profit and Loss Sharing
Upon payment, Party B shall become a shareholder of the company seal of ____, and shall share the companys profits and losses in accordance with the proportion of capital contribution and the provisions of the articles of association.
Article 4: Amendment and Termination of the Contract
In the event of any of the following circumstances, the contract may be amended or terminated, but both parties must sign a written amendment or termination of the contract.
1. Due to force majeure or external factors that cannot be prevented by one party without fault, this contract cannot be performed.
2. One party loses the actual ability to perform the contract.
3. Due to one or both parties breach of contract, it seriously affects the economic interests of the non breaching party, making the performance of the contract unnecessary.
4. Due to changes in the situation, both parties agree to modify or terminate the contract through consultation.
Article 5: Dispute Resolution
1. Any disputes related to the validity, performance, breach, and termination of this contract shall be resolved through friendly negotiation between the parties.
2. If the negotiation fails, either party may apply for arbitration or file a lawsuit with the people.
Article 6: Conditions and Date for the Effectiveness of the Contract
This contract shall come into effect upon signature by all parties.
Article 7: This contract is made in triplicate, with each party holding one copy. All have equal legal effect.
Party A (official seal):_________
Party B (official seal):_________
Legal representative (signature):_________
Legal representative (signature):_________
________Year Month Day
________Year Month Day
英文版股權(quán)轉(zhuǎn)讓協(xié)議 5
Transferor: (hereinafter referred to as Party A)
Transferee: (hereinafter referred to as Party B)
Considering:
1. On the date of contract signing, Chongqing ____ Co., Ltd. (hereinafter referred to as the "Company") has a registered capital of RMB ____ million and is validly existing in accordance with the law.
2. The first party holds _____% of the equity of _____ company and is a legal shareholder of the company.
3. After consultation, Party A and Party B have decided to transfer their _____% equity to Party B. Accordingly, both parties have reached the following terms for mutual compliance.
Article 1: Equity Transfer
1. According to this contract, Party A shall transfer its ownership of _____% of the companys shares and the corresponding shareholder rights enjoyed based on such shares to Party B.
2. The second party agrees to acquire the above-mentioned transferred shares and, from the date of completion of the industrial and commercial registration procedures for this equity transfer, shall enjoy corresponding shareholder rights and assume corresponding obligations based on the acquired shares.
Article 2: Equity Delivery
1. After the signing of this contract, Party A shall complete the business registration procedures related to the transfer, and the cost of the registration shall be borne by Party A.
2. From the date of signing this contract, if the business registration procedures stipulated in the preceding paragraph cannot be completed within _____ days, Party B has the right to terminate this contract and refuse to pay the transfer price.
Article 3: Price and Payment Method
1. Both Party A and Party B agree that the price for Party A to transfer _____% of the companys shares is RMB ____ million.
2. Payment method: On the day when the equity transfer is completed and the industrial and commercial registration procedures are completed, Party B shall make a one-time payment of RMB ____ million to Party A.
Article 4: Warranty and Commitment Terms
The first party makes the following guarantees and commitments to the second party regarding this equity transfer:
1. The first party is the legal shareholder of the company, fully and legally owns _____% of the shares of the company under this contract, and has relevant valid legal documents.
2. The first party undertakes not to provide any form of guarantee for its own debt or any third party with the transferred shares.
3. The performance of this contract by Party A shall not result in any breach of any contract, unilateral commitment, guarantee, etc. signed with others.
4. The first party promises that all the companys creditors rights and debts shall be enjoyed and borne by the first party before the completion of the industrial and commercial registration procedures for the equity transfer.
5. The first party has fulfilled its written notification obligation to other shareholders regarding the transfer of equity, and meets the conditions for transferring equity to shareholders other than shareholders, and has obtained all approvals, authorizations, or licenses required for the signing and performance of this contract.
Article 5: Liability for Breach of Contract
If either party violates the terms of this contract or breaches the guarantees and commitments made in this contract, the other party has the right to demand termination of this contract and demand compensation from the defaulting party for any losses incurred as a result.
Article 6: Transitional Provisions
1. In order to complete the equity transfer work as agreed in this contract as soon as possible, Party B shall actively assist Party A in completing the equity transfer work and provide relevant documents and materials required for the equity transfer.
2. The transferor shall manage the company properly during the transition period, maintain the stability of Chongqing _____ Agricultural Companys production and operation, assets, personnel, etc., maximize the protection of the companys various interests, and fulfill the obligations stipulated in this contract in good faith.
3. The transferee has the right to conduct further investigations into the company during the transition period, and has the right to prevent the transferor from engaging in any behavior that harms the interests of Chongqing _____ Agricultural Company. The transferee shall fulfill its obligations under this contract in good faith.
Article 7: Confidentiality Clause
Both Party A and Party B shall make every effort to keep confidential all forms of commercial documents, materials, secrets, and other information related to the other party obtained in the performance of this contract, including the content of this contract and other possible cooperation matters.
Article 8: Dispute Resolution
All disputes arising from or in connection with the performance of this contract shall be first resolved through friendly consultation between the parties. If consultation fails, the parties may file a lawsuit with the Peoples Court of _____.
Article 9: Other Provisions
1. This contract shall be binding on both parties from the effective date, and the rights and obligations under this contract shall not be changed without the written consent of both parties.
2. Any provision or content under this contract that is deemed invalid or ineffective shall not affect the validity of other provisions.
3. This contract shall come into effect upon signature by both parties or authorized agents.
4. This contract is made in _____ copies, with each party holding _____ copies, the company filing _____ copies, and submitting one copy to the company registration authority. Each copy has equal legal effect.
5. This contract is the final contract text signed and executed by both parties. In case of any conflict between the contents of this contract and other contracts or agreements signed by both parties, this contract shall prevail.
Party A:______
_______Year, Month, Day
Party B:______
_______Year, Month, Day
英文版股權(quán)轉(zhuǎn)讓協(xié)議 6
Transferor: ________ (hereinafter referred to as Party A) ID number:________
Transferee: ________ (hereinafter referred to as Party B) ID number:________
According to the provisions of the Civil Code of the Peoples Republic of China and relevant laws, regulations, and policy documents, both parties have reached this contract through friendly consultation regarding the acquisition of ________% equity of the company held by Party A by Party B, and hereby jointly abide by and implement it.
1、 The equity transfer ratio is confirmed by both parties: the transferor will transfer its ________% shares of ________ company to the transferees name.
2、 Equity transfer price and payment method
（1） Both Party A and Party B agree that Party B agrees to acquire ________% of the equity of the company held by Party A at a post tax price of ________ million yuan (in words: RMB ________).
�。�2） Within ____ days after the signing of this contract, Party B shall pay Party A RMB ________ (in words: RMB ________) to the account designated by Party A. Within ________ working days after receiving this payment from Party B, Party A shall complete the transfer of all equity to Party B in accordance with the provisions of this contract and complete all business registration procedures for equity and the legal representative of the company.
3、 The assumption of transaction costs is jointly confirmed by Party A and Party B. All taxes and fees that Party A needs to bear due to the equity transfer under this contract shall be borne and paid by Party B. Party B shall pay the taxes and other relevant departments in accordance with relevant laws and regulations. If there is a situation where the tax department pursues payment from Party A, Party A may require Party B to pay before payment, or request Party B to pay the taxes and fees paid after payment.
4、 Party A guarantees and promises
�。�1） The first party guarantees that the signing and performance of this contract will not be limited by its own conditions, nor will it result in any violation of the first partys company articles of association, shareholder or board resolutions, judgments, rulings, government orders, laws, regulations, or contracts.
（2） The first party guarantees that it has complete independent rights and has legal, effective, and complete disposal rights over the ________% equity of the company it holds, and has not been subject to any compulsory measures such as sealing up by any authorized institution. If a third party claims rights to the transfer of equity by Party A, Party A shall be responsible for resolving the issue.
�。�3） The first party guarantees that during the period from the effective signing of this contract to the completion of the companys business registration procedures, it will not replace or misappropriate company assets, the nature of company assets will not undergo significant changes, and the company will not engage in any business unrelated to its business scope. Without the permission of Party B, no documents or payments shall be signed in the name of the company.
�。�4） The civil debts arising from the companys external loans and guarantees before the handover shall be borne by Party A.
�。�5） Before the handover, the company did not involve any arrears of employee wages or social security fees, nor did it have any issues with employee placement.
�。�6） The company did not receive any verbal or written notification of administrative penalties from relevant government departments such as industry and commerce, land, and taxation before the handover.
�。�7） The first party shall bear joint and several liability for the debts of the second partys company before the handover.
5、 Party B guarantees and promises
�。�1） The second party guarantees that all the supporting documents and materials submitted to the first party for the purpose of signing this contract are true and complete. Ensure sufficient funds to fulfill the acquisition and payment obligations stipulated in this contract.
�。�2） The second party guarantees that the signing and performance of this contract will not be limited by its own conditions, nor will it result in any violation of the second partys company articles of association, shareholder or board resolutions, judgments, rulings, government orders, laws, regulations, or contracts.
（3） The second party agrees to purchase ________% equity of the company held by the first party under the conditions stated in this contract, and shall assume corresponding responsibilities and obligations in accordance with the provisions of this contract.
�。�4） The newly incurred debts of the company after the handover shall be borne by the company or Party B after the handover, and shall not be related to Party A.
6、 Liability for breach of contract
�。�1） If Party A fails to fulfill its equity change obligations as stipulated in the contract, or violates other obligations stipulated in this contract or the guarantees and commitments made by Party A, Party B may choose to continue to perform or terminate this contract, and charge Party A a penalty of ________% of the total equity transfer price.
�。�2） If Party B fails to pay the equity transfer price as agreed in the contract, or violates other obligations stipulated in this contract or the guarantees and commitments made by Party B, Party A may choose to continue to perform or terminate this contract, and charge Party B a penalty of ________% of the total equity transfer price.
7、 Change, termination, and rescission of the contract
（1） Both Party A and Party B may modify, terminate, or rescind this contract through mutual agreement.
�。�2） In the event of any of the following circumstances, this agreement may be amended or terminated, but both parties shall sign an amendment or termination agreement.
1. Due to force majeure or external factors that cannot be prevented by one party without fault, this agreement cannot be fulfilled.
2. One party loses the actual ability to perform the contract.
3. Due to one partys breach of contract, it seriously affects the economic interests of the other party, making the performance of the contract unnecessary.
4. Due to changes in the situation, both parties have agreed through consultation.
5. Other changes or termination of the agreement as stipulated in the contract occur.
（3） After the termination of the contract, both parties shall handle the termination of the contract in accordance with the agreement. If there is no agreement and no consensus can be reached through negotiation, it shall be handled in accordance with legal provisions.
8、 Jurisdiction and dispute resolution methods
�。�1） This contract and the transfer of equity shall be governed by the laws of the Peoples Republic of China.
�。�2） In case of any dispute arising from the interpretation or performance of this contract, the parties shall first resolve it through consultation. If consultation fails, the dispute shall be brought to the peoples court with jurisdiction over the place where the contract is signed in accordance with the law, or submitted to the __________ Arbitration Commission for arbitration in accordance with the effective arbitration rules of the commission at the time of submission. The legal fees, litigation costs, etc. incurred shall be borne by the losing party.
9、 Effectiveness and others
（1） This agreement shall be established upon signature by both parties or authorized representatives.
�。�2） This contract is in the form of ___________ copies, with each party holding _________ copies, the company keeping _________ copies on file, and the industrial and commercial registration authority holding _________ copies. All have equal legal effect.
（3） This contract is signed by both parties on _________.
Party A (signature or seal): ____
Party B (signature or seal): ____
英文版股權(quán)轉(zhuǎn)讓協(xié)議 7
Party A:__________________
Party B:__________________
Through voluntary, equal, and friendly consultation between Party A and Party B, and in accordance with the Contract Law of the Peoples Republic of China and relevant laws and regulations, this contract is signed for the overall transfer of the ___________ store, and both parties shall abide by and implement it jointly.
Article 1: Party A voluntarily subleases the location of _________________________ to Party B; The ownership of the relevant facilities in the restaurant is transferred to Party B, and the overall decoration of the main store includes dining tables, chairs, kitchen equipment, and other facilities.
Article 2: Party B shall pay Party A a one-time transfer fee (transfer fee) of RMB ____ million before ____ month ____ day of ____ year, which includes the deposit paid by Party A to the lessee and then transferred to Party B, as well as the existing decoration, decoration, equipment and other related expenses of the hotel. The first party shall not claim any other fees from the second party. The remaining property use rights of Party A belong to Party B.
Article 3: The payment made by Party B shall be collected by the person in charge of ____, and Party B must make a one-time payment of the contract price to the person in charge on the day of signing the contract.
Article 4: After Party B pays the transfer price of ____, Party A shall transfer the rights under the contract to Party B. On the day when Party B pays the transfer price in full, Party B shall officially acquire the right to lease and the ownership and use of the relevant facilities.
1______ After the overall transfer, Party B shall continue to perform all contracts or agreements signed between the original ____ and the lessor during the contract period. If Party B needs to terminate or change all contracts or agreements signed between the original hotel and the lessor during the contract period in advance, it may sign a separate agreement with the lessor.
2______ After the overall transfer, all taxes and registration fees for relevant documents borne by both Party A and Party B shall be borne by Party B. Party A shall transfer the legal representative of all original certificates and licenses (fire protection, taxation, industry and commerce, environmental protection, health, and property signing contracts) to the designated personnel of Party B within days after the overall transfer is completed. In this case, Party A shall no longer bear legal liability from _____, and Party B shall be fully responsible for all consequences.
Article 5: The creditors rights and debts prior to the overall transfer of ____ (as of _____) shall be enjoyed and borne by Party A. The creditors rights and debts incurred by Party B after obtaining the rights and interests of the overall transfer of ____ shall be enjoyed and borne by Party B.
Article 6: After obtaining the overall transfer rights of ________, Party B shall not engage in illegal operations at the original site of __________, shall pay taxes in accordance with regulations, be responsible for its own profits and losses, and bear its civil liability.
Article 7: Liability for Breach of Contract
If Party B fails to pay the transfer price to Party A as stipulated in the contract, Party B shall bear a breach of contract liability of one ten thousandth of the total transfer price per day to Party A; If Party A fails to transfer the rights under the contract to Party B in a timely manner, Party A shall be liable to Party B for breach of contract at a rate of one ten thousandth of the total transfer price per day.
In addition to the clear provisions on breach of contract liability mentioned above, any other disputes or breach of contract liabilities arising from this contract shall be handled in accordance with the provisions of the Contract Law, or a lawsuit shall be filed in the peoples court.
Article 8: Both parties shall jointly sign two original copies of this contract, and the terms and conditions of each copy shall have equal legal effect. Each party shall hold one copy, which shall come into effect from the date of signature and seal by both parties.
Party A:__________________
Party B:__________________
Date: ____
英文版股權(quán)轉(zhuǎn)讓協(xié)議 8
Party A (Transferor): _________________ ID Card No.: _______________ Contact: _________________ Address:__________________
Party B: __________________ ID No.: ________________ Contact information: ________________ Address:________________
Based on the principles of equality, mutual benefit, honesty and credibility, Party A and Party B have reached the following agreement regarding the transfer of the billiard room:_____
1、 The billiards club is transferred to Party B for use, with a building area of three storefronts; And ensure that Party B equally enjoys the rights and obligations enjoyed by Party A in the original housing lease agreement.
2、 After the store is transferred to Party B, Party B agrees to fulfill the terms stipulated in the original store rental contract on behalf of Party A to the store owner, and regularly pay rent and the water, electricity, and other fees that should be paid by Party A as stipulated in the contract every year.
3、 After the transfer, all existing decorations, billiards facilities, and all supporting equipment (including a deposit of ____ yuan from Party A) of the storefront shall belong to Party B.
4、 The second party shall pay a one-time transfer fee of RMB ____ to the first party before ____, which includes the decoration, decoration, billiards equipment, and other related expenses mentioned in Article 3. In addition, the first party shall not claim any further fees from the second party.
5、 Before the second party takes over, all debts and liabilities of the storefront shall be the responsibility of the first party, and there shall be no potential or possible debts on their behalf; The second party shall be responsible for all business operations and any resulting debts and liabilities after taking over.
6、 If the business of Party B is damaged due to force majeure factors such as natural disasters, it is not related to Party A. However, in the event of government planning or national requisition and demolition of the storefront, the relevant compensation shall belong to Party B.
7、 Any disputes arising from or related to this agreement shall be resolved through consultation between the parties.
8、 This contract is made in duplicate, with each party holding one copy, and shall come into effect from the date of signature by both parties.
Signature of Party A: ________________ Signature of Party B:___________________
Date: __________________ Date:______________________
英文版股權(quán)轉(zhuǎn)讓協(xié)議 9
Party A:_______
Party B:_______
Party C:_______
Considering:
1. Party A, Party B, and Party C all have full civil capacity under Chinese law and are able to independently express their personal wishes;
2. Shanghai _______ (hereinafter referred to as _______ Company) is a company legally established and existing under the laws of the Peoples Republic of China, with its main place of business located at; The legal representative is, and the scope of production and operation is.
3. The second party and the third party jointly hold 100% equity of the company. The second party and the third party voluntarily sell their legally held 100% equity of the company (hereinafter referred to as the "target equity") to the first party and fully return it to the company. The first party intends to acquire the target equity and become a new shareholder of the company.
Therefore, after friendly consultation, the parties to this agreement have made the following preliminary agreement on the transfer of the target equity for mutual compliance.
1、 The first party guarantees
1. Within days from the date of signing this agreement, Party A shall pay Party B a deposit of RMB _____ million.
2. Pay the transfer fees to Party B and Party C according to the equity transfer agreement.
3. The first party guarantees to take confidentiality measures and assume confidentiality obligations for all materials and information related to this transaction.
4. The first party guarantees that the funds paid to the second party for the purchase of equity are legally owned by the first party.
2、 The second party guarantees
1. The second party and the third party undertake that they legally own 100% equity of _______ company and guarantee that their ownership of _______ company equity is free from defects in rights and legal restrictions.
2. The second party and the third party undertake that all tangible and intangible assets of the company have not been subject to any form of security interest; Not sealed, frozen or subject to judicial restrictions by relevant national departments; Ensure that the company pays taxes in accordance with the law and has no tax evasion or fraud.
3. The second party and the third party guarantee to truthfully disclose to the first party the assets, liabilities, contingent liabilities, major contracts, litigation and other matters of the _______ company. If Party B and Party C conceal any information, they shall pay a penalty of 30% of the total equity transaction amount to Party A.
4. From the date of signing this agreement until the completion of the equity transaction, Party B and Party C guarantee that the assets of _______ Company will not decrease, its liabilities will not increase, and it will not be subject to any disciplinary action by the industrial and commercial, tax, and food and drug supervision and management departments; In the event of the above situation and related litigation cases, Party A shall be notified within twelve hours from the time of becoming aware of it. According to specific circumstances, Party A has the right to unilaterally terminate the agreement.
3、 Preliminary agreement
The first party shall sign an equity transfer agreement with the second party and the third party, and purchase 100% equity of the company owned by the second party and the third party at the price specified in Article.
Both parties preliminarily agree that the purchase price for the equity transfer is approximately RMB ____ million (in words: ____ million yuan). The final price will be determined by further agreement between both parties based on the investigation results made by Party A in accordance with Article.
After the equity transfer is completed, Party B and its affiliated companies shall not directly or indirectly manufacture, sell, or distribute ____, nor engage in any activities that compete with ___________ The trademark and license belong to _______ company.
Both parties agree that after signing this letter of intent, Party A will conduct a complete tax, financial, and legal due diligence on the equity transfer of Party B and Party C. The second party and the third party shall fully cooperate with the due diligence investigation of the first party, especially (but not limited to) providing necessary documents and information.
Party B and Party C shall be responsible for obtaining all necessary approvals required by the laws and regulations of the Peoples Republic of China regarding the transfer of equity from relevant government agencies.
4、 Assuming that the three parties cannot reach an agreement on the formal equity transfer agreement, Party B and Party C agree to fully refund Party As deposit of _______ million yuan. The second party and the third party guarantee to truthfully disclose to the first party the true situation of _______ company regarding taxation, industry and commerce, and debt and credit. If there is any falsehood or concealment, Party A has the right to refuse to sign the equity transfer agreement, and Party B and Party C must fully refund Party As deposit of _______ million yuan. If there is no falsehood or concealment, Party A shall not refuse the visa. Otherwise, Party B has the right to confiscate the deposit of _______ million yuan.
5、 Both parties hereby agree that negotiations regarding the transfer of equity between them are exclusive and will not contact, negotiate or reach agreements with any third party who has expressed or may express interest in the transfer of equity.
6、 Both parties shall receive and keep confidential this letter of intent and all information provided at the time that has been marked as belonging to the other party or confidential. Their use shall be limited to the transfer of equity, and such information shall not be disclosed or disclosed without the prior written consent of the other party who retains ownership or confidential information.
7、 Time schedule
After the signing of this agreement, both parties or parties shall take immediate action to implement it according to the following schedule:
Action time:_______
Party B and Party C shall provide attachment materials:_______
Complete due diligence:_______
Further negotiations:_______
Draft equity transfer agreement:_______
Sign equity transfer agreement and other documents:_______
Business registration change:_______
Tax, organizational code, bank account change registration:_______
8、 The second party and the third party undertake that all debts incurred by the company before the industrial and commercial registration change shall be borne by the second party and the third party; Any proposals, notices, orders, rulings, judgments, or decisions made by administrative and judicial departments regarding the actions of _______ company prior to the registration of industrial and commercial changes shall be borne by Party B and Party C.
9、 The first party has the right to jointly purchase the equity of the second party and the third party with others, and the second party and the third party guarantee to cooperate with the first party and the first party to choose others to sign the equity transfer agreement.
10、 This agreement assumes that in the event of a dispute, both parties shall resolve it through negotiation. If the negotiation fails, the court of the place where this agreement is signed shall have jurisdiction.
11、 This agreement is made in triplicate, with each party holding one copy. This agreement shall come into effect from the date of signature by all three parties.
Party A: _______ Party B: _______ Party C:_______
Date of Signing: _______ Date of Signing: _______ Date of Signing:_______
英文版股權(quán)轉(zhuǎn)讓協(xié)議 10
Transferor: __________ (Party A)
Transferee: _________ (Party C)
Address:_______________________
Address:_______________________
ID No.:_________________
ID No.:_________________
Transferor: __________ (Party B)
Transferee: __________ (D)
Address:_____________________
Address:_______________________
ID No.:_________________
ID No.:_________________
____City Development Co., Ltd. (hereinafter referred to as the Company) was established on ____, jointly operated by Party A and Party B, with a registered capital of RMB ____. The total investment is RMB _____ million, and the actual investment is RMB _____ million. The first party holds _____% of the equity and has invested RMB _____ million. The second party holds _____% of the equity and has invested RMB _____ million. Party A and Party B are willing to transfer their _____% equity of the limited company to Party C and Party D. After approval by the companys shareholders meeting and obtaining the consent of the shareholders, Party A, Party B, Party C, and Party D have reached the following agreement on the equity matter:
1、 Price, term, and method of equity transfer
1. Party A and Party B hold _____% of the equity of the limited company. According to the original articles of association of the limited company, Party A and Party B jointly invest RMB _____ million. The first party hereby transfers its equity of _____% to the third party for RMB _____ million, the second party transfers its equity of _____% to the third party for RMB _____ million, and the second party transfers its equity of _____% to the third party for RMB _____ million.
2. On the effective date of this agreement, both Party C and Party D have made a one-time payment in cash to Party A and Party B at the price specified in Article 1 of the first clause.
2、 Party A and Party B guarantee that they have full and effective disposal rights over the equity they intend to transfer to Party C and Party D, and guarantee that the equity is not pledged, has no external debts or claims, has no industrial or tax issues, and is not subject to any third-party claims. Otherwise, Party A and Party B shall bear all economic and legal responsibilities arising therefrom.
3、 Regarding the sharing of company profits and losses (including debt and credit).
After this agreement comes into effect, Party A and Party B shall enjoy and share all the creditors and debtors rights of the company before the transfer. Both Party C and Party D shall share the profits, risks, and losses of the company after the transfer in proportion to their respective shares.
4、 Liability for breach of contract
1. Once this contract comes into effect, all parties must conscientiously fulfill their obligations. If either party fails to fully fulfill their obligations in accordance with the contract, they shall bear the responsibility of compensation for damages.
2. If Party C and Party D fail to pay the equity price on time, they shall pay a penalty of 0.03% of the total price for each day of delay. If economic losses are caused to Party A and Party B due to breach of contract, the portion that cannot be compensated by the liquidated damages shall also be compensated.
5、 Resolution of disputes
Any disputes arising from the performance of this agreement shall be resolved through friendly consultation between Party A, Party B, Party C, and Party D. If consultation fails, a lawsuit shall be filed with the Peoples Court of ____ City.
6、 Change or termination of the agreement
When any of the following situations occur, this agreement may be amended or terminated. The amendment or termination agreement signed by the parties shall come into effect after being witnessed by the Shenzhen High tech Property Exchange and approved by the approval authority for the amendment registration:
1. Due to force majeure, this contract cannot be fulfilled;
2. Due to changes in the situation, the four parties involved have agreed through consultation.
7、 Regarding the burden of expenses
During the transfer process, any expenses related to the transfer (such as witnessing, auditing, business changes, etc.) shall be borne by Party C and Party D.
8、 Effective conditions
This agreement shall come into effect after being signed by all parties, witnessed by Shenzhen High tech Property Exchange, and reported to the Administration for Industry and Commerce for registration of changes. The four parties shall handle the registration of changes at the Administration for Industry and Commerce within 60 days from the date of issuance of the certificate.
9、 This agreement is made in six copies, with Party A, Party B, Party C, and Party D each holding one copy, the company and the witness office each holding one copy, and the rest reported to relevant departments.
Transferor:_____________
Transferee:_____________
Date: _____________
【英文版股權(quán)轉(zhuǎn)讓協(xié)議】相關(guān)文章：
股權(quán)無償轉(zhuǎn)讓協(xié)議06-05
無償股權(quán)轉(zhuǎn)讓協(xié)議02-28
股權(quán)及債權(quán)轉(zhuǎn)讓協(xié)議11-21
股權(quán)轉(zhuǎn)讓協(xié)議范本06-30