Model equity transfer agreement (common version) 1
Party A: _ _ _ ID number: _ _ _ Address: _ _ _ _
Party B: _ _ _ Registered address: _ _ _ Legal representative: _ _ _
_ _ _ _ Limited by Share Ltd (hereinafter referred to as the Company) was established in Shenzhen on _ _ _ _ _ _ _ _ _.
The shareholding structure of the company is shown in the following table:
Party A is willing to transfer _ _ _ _ shares to Party B, and Party B is willing to accept it. According to the Company Law of People's Republic of China (PRC) and the Contract Law of People's Republic of China (PRC), Party A and Party B have reached the following agreement on the transfer of shares through consultation:
1. Share transfer price and payment term and method of transfer money:
1. Party A transfers its shares in the company to Party B at the price of RMB per share, that is, RMB.
2. Within five working days from the date of signing this agreement, Party B shall pay to the account designated by Party A in the currency and amount specified in the preceding paragraph.
3. All taxes and fees arising from the equity transfer shall be borne by both parties in accordance with relevant laws and regulations.
2. Party A guarantees that it has the complete right to dispose of the shares it intends to transfer to Party B, and these shares are not pledged, detained or pursued by a third party, otherwise Party A shall bear all economic and legal responsibilities arising therefrom.
Three. Profit and loss sharing of related companies (including creditor's rights and debts):
1. After this agreement comes into effect, Party B shall share the company's profits and corresponding risks and losses in proportion to the transferred shares. 2. If Party A fails to truthfully inform Party B of the debts owed by the company before the share transfer when signing this agreement, and Party B suffers losses after becoming a shareholder of the company, Party B has the right to recover from Party A. ..
Four. Liability for breach of contract:
1. Once this agreement comes into effect, both parties must consciously perform it. If either party fails to fully perform its obligations in accordance with the provisions of this agreement, it shall bear the responsibilities in accordance with the law and the provisions of this agreement.
2. If Party B fails to pay the share transfer fee on schedule, it shall pay Party A a penalty of 1/10000 of the overdue share transfer fee for each day overdue. If losses are caused to Party A due to Party B's breach of contract, and the liquidated damages paid by Party B are lower than the actual losses, Party B must pay extra compensation.
3. If Party B fails to go through the change registration as scheduled due to Party A's reasons, or seriously affects Party B's purpose of concluding this Agreement, Party A shall pay Party B a penalty of one ten thousandth of the transfer money paid by Party B every day. If losses are caused to Party B due to Party A's breach of contract, and the liquidated damages paid by Party A are lower than the actual losses, Party A must pay extra compensation;
4. If Party B fails to cooperate with Party A to cancel the management procedures of * * * within the specified time as agreed in Article 1 of this Agreement, Party B shall pay compensation at one ten thousandth of the transfer amount for each day overdue.
Verb (abbreviation for verb) Change or dissolution of agreement:
Party A and Party B may modify or terminate this Agreement through consultation. If this Agreement is modified or dissolved through negotiation, both parties shall re-sign the modification or dissolution agreement.
Burden of related expenses of intransitive verbs:
Related expenses (such as certification or notarization, evaluation or audit, industrial and commercial change registration, etc.). ) shall be borne by Party A. ..
Seven. Dispute resolution method:
Any dispute arising from or related to this agreement shall be settled by all parties through friendly negotiation. If negotiation fails, the arbitration shall be conducted by China International Economic and Trade Arbitration Commission (CIETAC) in accordance with CIETAC arbitration rules applicable at the time of applying for arbitration. The arbitral award is final and binding on all parties.
Eight. Conditions for entry into force:
This agreement shall come into effect after being signed by both parties. After this agreement comes into effect, both parties shall go through the formalities of change registration with the administrative department for industry and commerce according to law.
Nine. This agreement is made in quintuplicate, one for each party, one for the company and one for other relevant departments, all of which have the same legal effect.
Transferor: _ _ _ _ _ _ _ _ assignee: _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Model Equity Transfer Agreement (General Edition) II
Transferor (individual) (hereinafter referred to as Party A)
ID number:
Name:
Transferor (individual) (hereinafter referred to as Party B)
ID number:
Name:
Transferee (individual) (hereinafter referred to as Party C)
ID number:
Name:
Party A is a shareholder of Zhengliantang Beauty and Health Center on the 4th floor of Blue Diamond Center in RT Mart Square, Jiurui Avenue, accounting for 45% of the total shares of the health center (hereinafter referred to as the contract shares). Party A voluntarily transfers its 65,438+00% equity of Zhengliantang Beauty and Health Center to Party C, and Party C is willing to accept it.
Party B is a shareholder of Zhengzhuantang Beauty and Health Center on the fourth floor of Blue Diamond Center in RT Mart Square, Jiurui Avenue, accounting for 35% of the total shares of the health center (hereinafter referred to as the contract shares). Party A voluntarily transfers its 65,438+00% equity in Zhengzhuantang Beauty and Health Center to Party C, and Party C is willing to accept it.
According to the Company Law of People's Republic of China (PRC) and the Contract Law of People's Republic of China (PRC), Party A, Party B and Party C have reached the following agreement on equity transfer through negotiation:
I. Transfer and price of contract shares
Party A and Party B agree to transfer the contract shares to Party C. Party C promises to accept the contract shares in cash. Through negotiation among Party A, Party B and Party C, Party A now transfers its 65,438+00% equity of Zhengliantang Beauty and Health Center to Party C for RMB 34,000. Party B transfers its equity of Zhengbiantang Beauty and Health Center 10% to Party C at RMB 34,000.
Second, the payment period
Party C shall pay the share transfer payment to Party A and Party B in one lump sum from the date of signing this contract before.
Three. Sharing of profits and losses (including bond debts) of a joint venture.
1. After this agreement comes into effect, Party B shall share the profits and corresponding risks and losses in proportion to the transferred equity.
2. If Party A and Party B did not truthfully inform Party C of the debts of the joint venture company before the equity transfer when signing this agreement, and Party C suffered losses after becoming a shareholder of the joint venture company, Party C has the right to recover from Party A. ..
3. Party C only enjoys the dividends of the corresponding shares of the company and does not participate in the operation and management.
Four. take effect
This contract is signed and sealed by three parties.
Verb (abbreviation of verb) liability for breach of contract
If one party breaches the contract, resulting in the failure to perform this contract, it shall pay the observant party a penalty of 65,438+00% of the total contract price.
Settlement of intransitive verb disputes
Any dispute arising from or related to this contract shall be settled by both parties through consultation. If negotiation fails, it shall be submitted to the people's court with jurisdiction where Zhengzhitang Beauty and Health Center is located for ruling according to law.
Seven, quit.
Under any of the following circumstances, a resolution can be made to remove the partner upon unanimous consent of the other partners:
① Failure to fulfill the obligation of capital contribution;
(2) Causing losses to the partnership enterprise due to intentional or gross negligence;
(3) misconduct in the execution of partnership affairs.
Eight. Equity transfer
(1) During this year, Party C shall not resign from the store without the consent of Party A and Party B, otherwise it will recover its shares for free. ② Without the consent of both parties, Party C shall not transfer the shares. ..
Nine. comment
Seven. This Agreement is made in quadruplicate, with Party A, Party B and Party C holding one copy respectively.
Transferor (Party A):
Transferor (Party B):
Transferee (Party B):
date month year
Model Equity Transfer Agreement (General Edition) 3
Transferor: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ (address of Party A):
Transferee: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ (address of Party B):
This contract was signed by Party A and Party B in Guangzhou on.
Based on the principle of equality and mutual benefit, Party A and Party B have reached the following agreement through friendly negotiation:
Article 1 equity transfer price and payment method
1. Party A agrees to use _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
2. Party B agrees to pay the shares transferred by Party A in cash within fifteen days after the signing of this contract.
Article 2 guarantee
1. Party A guarantees that the shares transferred to Party B are the real capital contribution made by Party A in Guangdong _ _ _ _ _ Co., Ltd., and are legally owned by Party A, and Party A has the complete right to dispose of them. Party A guarantees that the transferred shares are not mortgaged, pledged or guaranteed, and are not subject to recourse by any third party. Otherwise, Party A shall bear all responsibilities arising therefrom.
2. After Party A transfers its shares, its original rights and obligations in Guangdong _ _ _ Co., Ltd. shall be enjoyed and assumed by Party B with the transfer of shares.
3. Party B acknowledges the articles of association of Guangdong _ _ _ _ Co., Ltd. and promises to perform its obligations and responsibilities in accordance with the articles of association. _____
Article 3 Profit and loss sharing
After the company is approved and registered as a shareholder by the administrative department for industry and commerce, Party B becomes a shareholder of Guangdong _ _ _ Co., Ltd., and shares the profits and losses of the company according to the proportion of capital contribution and the articles of association.
Article 4 Burden of expenses
Expenses related to share transfer stipulated by the company include: All expenses shall be borne by (both parties).
Article 5 Modification and Termination of the Contract
Under any of the following circumstances, the contract may be modified or terminated, but both parties must sign a written agreement to modify or terminate the contract.
1. The contract cannot be performed due to force majeure or external reasons that one party has no fault but cannot be prevented.
2. One party loses its actual performance ability.
3. Due to the breach of contract by one or both parties, the economic interests of the observant party are seriously affected, which makes the performance of the contract unnecessary.
4. If the situation changes, both parties agree to change or terminate the contract through consultation.
Article 6 Settlement of disputes
1. Disputes related to the validity, performance, breach and dissolution of this contract shall be settled through friendly negotiation.
If negotiation fails, either party may apply for arbitration or bring a lawsuit to the people's court.
Article 7 Conditions and Date of Effective Contract
This contract is approved by the shareholders' meeting of Guangdong _ _ _ _ Co., Ltd. and comes into effect after being signed by all parties.
Article 8 The original of this contract is in quadruplicate, one for Party A and Party B, one for the administrative department for industry and commerce and one for Guangdong _ _ _ _ Co., Ltd., all of which have the same legal effect.
_ _ _ _ Party A (signature): _ _ _ _ _ _ _ Party B (signature): _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _
note:
1. This model is applicable to the transfer of capital contribution between shareholders of a limited company to people other than shareholders. Where an application for shareholder change or shareholder contribution ratio change is filed, a share transfer agreement shall be submitted;
2. If the shareholder is a natural person, it shall be signed by himself; If the shareholder is a legal person, it shall be signed by its legal representative, and the unit seal shall be affixed to the signature; The signature cannot be replaced by a private seal or signature seal, but should be signed with a pen or ink pen, and it is not allowed to sign on paper separate from the text;
3. If this contract needs notarization or authentication, it shall be specified in the terms;
4, where underlined, should be filled in; If there are brackets on the underlined words, they should be filled in selectively according to the regulations, and the underlined words and brackets should be removed when writing formally;
5. It is required to print on A4 paper with small font (such as No.4 or No.4). If there are many pages, you can print on both sides. Alteration is invalid, copying is invalid.
Model Equity Transfer Agreement (General Edition) 4
Party A: (Transferor) _ _ _ _ _ _ _ _ _ _ _
Gender: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Age: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
ID number: _ _ _ _ _ _ _ _ _ _ _
Address: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Party B: (transferee) _ _ _ _ _ _ _ _
Gender: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Age: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
ID number: _ _ _ _ _ _ _ _ _ _ _
Address: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Signed at _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Whereas:
1. Party A is a shareholder of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
2. Party B is willing to accept the above shares;
Through friendly negotiation, both parties reached the following agreement:
I. Transfer and price of contract shares
Party A agrees to transfer the contract shares to Party B, and Party B accepts the contract shares in cash. Through negotiation by both parties, the price of the contract shares is RMB _ _ _ _ _ _ _ _.
Second, the payment period
Before _ _ _ _ _ _ _ _ _
Third, the delivery date.
Both parties confirm that the delivery date of this contract is _ _ _ _ days from the date of signing. Within the delivery date, both parties shall handle the transfer procedures of contract shares in accordance with the provisions of this contract and relevant laws and regulations.
Four. take effect
This contract shall come into effect after being signed and sealed by both parties and approved by the _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Verb (abbreviation of verb) tax
All taxes and fees involved in the transfer of contract shares shall be borne by both parties in accordance with relevant laws.
Statement and guarantee of intransitive verb Party A.
1. There is no judgment or ruling restricting the transfer of contract shares.
2. All information and documents provided by Party A to Party B and all statements and guarantees made by Party A are completely true, complete and accurate, without any false elements.
3. Party A promises to seriously perform other obligations stipulated in this contract.
Seven. Representations and warranties of Party B.
1. Party B guarantees to perform other obligations stipulated in this contract that should be performed by Party B. ..
2. Party B guarantees to provide Party A and relevant institutions with complete, accurate and timely certification materials such as its subject qualification and business scope, so as to verify the qualification conditions of the company's contract shares.
Eight. responsibility for breach of contract
If one party fails to perform this contract due to its breach of contract, it shall pay _ _ _% of the total contract price to the observant party as liquidated damages.
Nine. Settlement of disputes
Any dispute arising from or related to this contract shall be settled by both parties through consultation. If negotiation fails, it shall be submitted to the people's court with jurisdiction where the company is located for adjudication according to law.
Party A: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Signature of authorized representative: _ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Party B: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Signature of authorized representative: _ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Model Equity Transfer Agreement (General Edition) 5
This Agreement is signed by the following parties on _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _:
Transferor: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ (hereinafter referred to as Party A)
The registered address is: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Legal Representative: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Transferee: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ (hereinafter referred to as Party B)
The registered address is: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Legal Representative: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Whereas: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Accordingly, both parties have reached the following terms:
1. Explanation
Unless otherwise specified in this agreement, the following words have the following meanings in this agreement and its annexes:
1. 1 "transfer" or "transferred" refers to the transfer of _ _ _ _ _ _ _ _.
1.2 "Transfer of shares" refers to _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
1.3 "transfer date" refers to the date when both parties record the transfer-related matters in the register of shareholders and complete the industrial and commercial registration formalities or complete the transfer-related formalities and corresponding industrial and commercial registration in the share custody institution according to Article 3. 1 of this agreement.
2. Stock transfer
2. 1 according to this agreement, party a has transferred _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
2.2 Party B agrees to accept the above-mentioned transferred shares. After the transfer is completed, Party B shall enjoy the corresponding shareholders' rights and bear the corresponding obligations according to the transferred shares.
Step 3: Deal.
3. 1 After the signing of this agreement, both parties shall require the company to record Party B's name, domicile and transferred capital contribution in the register of shareholders, and complete the industrial and commercial registration procedures. Party A shall issue a written certificate to Party B that the transfer has been recorded in the register of shareholders and the industrial and commercial registration procedures have been completed. If the company's shares have been centralized custody, both parties shall complete the transfer procedures and corresponding industrial and commercial registration procedures in the share custody institution.
3.2 If the transaction procedures specified in the preceding paragraph cannot be completed within _ _ _ _ days from the date of signing this agreement, Party B has the right to dissolve this agreement and refuse to pay the transfer price. If Party B has paid the corresponding amount, Party A shall refund the amount paid by Party B. ..
4. Price payment method
4. 1 Both parties agree that the price transferred by Party A is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
4.2 Payment Method
4.2. 1 Party B shall pay Party A RMB _ _ _ _ _ _ _ _.
4.2.2 Party B shall pay Party A RMB _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
5. Supplementary payments and other expenses
5. 1 If _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
5.2 Party B shall, within _ _ _ _ _ days from the date of listing of the joint venture company, pay the amount determined in accordance with Clause.
5.3 When Party B pays the supplementary payment according to the provisions of the preceding paragraph, it shall also pay Party A RMB _ _ _ _ _ _ _ _ _ _.
5.4 After the signing of this Agreement, the compensation fees determined by both parties according to Article 5.3 shall not be changed without the consent of Party B..
6. Right to appoint directors
6. 1 Since the date of the transfer transaction, Party B has the right to appoint the director of _ _ _ _ _ _ _ _ _ _.
6.2 Party A guarantees that Party B can appoint three directors in the form of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
6.3 Party A shall convene an extraordinary general meeting of shareholders according to law to confirm the change of directors.
7. Declarations, pledges and commitments
Party A hereby makes the following statements, guarantees and statements to Party B:
7. 1 Party A has legally become a shareholder of _ _ _ _ _ _ _ _ _.
7.2 Party A has not provided any form of guarantee for its own debts or third parties with the transferred shares.
7.3 Party A's performance of this Agreement will not lead to any breach of any contract, agreement or unilateral guarantee it has signed with others.
7.4 Party A has obtained all approvals, authorizations or permits required for signing and performing this Agreement.
7.5 Party A confirms that Party B agrees to sign this Agreement with Party A on the premise of the above statements, guarantees and agreements.
7.6 After the signing of this Agreement, the above statements, warranties and agreements are still fully effective.
8. Force majeure
Any party's partial or total failure to perform its obligations under this agreement due to force majeure will not be regarded as a breach of contract, but all reasonable and feasible compensation measures shall be taken to reduce the losses caused by force majeure if conditions permit.
9. Dispute settlement
All disputes arising from the performance of this Agreement or related to this Agreement shall be settled by both parties through friendly negotiation. If negotiation fails, the case shall be submitted to the _ _ _ _ _ _ _ _ Arbitration Commission for arbitration. The arbitral award is final and binding on both parties.
10. General
This agreement shall be binding on both parties as of the effective date. Without the written consent of both parties, the rights and obligations under this agreement shall not be changed.
10.2 Some clauses or contents under this Agreement shall be deemed invalid or invalid, and the validity of other clauses shall not be affected.
10.3 The headings in this agreement are for convenience of reading only and have no effect in interpreting this agreement.
10.4 this agreement shall come into effect after being signed and stamped by the legal representatives or authorized representatives of both parties.
10.5 This agreement is made in quadruplicate, with Party A and Party B holding two copies respectively, all of which have the same legal effect.
Party A (seal): _ _ _ _ Party B (seal): _ _ _ _ _ _
Representative (signature): _ _ _ _ Representative (signature): _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Signing place: _ _ _ _ _ _ _ Signing place: _ _ _ _ _ _ _
5 Relevant clauses of model equity transfer agreement (common version):
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★ 3 samples of the company's equity transfer agreement.
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From September 28th to 29th, the 13th Global Textile and Apparel Supply Chain Conference (TASCC) co-sponsor