日期：2019-06-11 / 人气： / 编辑：188金宝搏亚洲体育app
EQUITY INTEREST TRANSFER AGREEMENT
This Equity Interest Transfer Agreement (hereinafter referred to as “this Agreement”) is made on________ (DATE) in ________ (CITY), by and between the following parties:
The above parties hereinafter are referred to as “Parties” collectively and as “Party” individually. Party A hereinafter is referred to as “Transferor”, Party B hereinafter is referred to as “Transferee”.
(1) 甲方于____年____月____日投资设立____ (城市)幸运南风餐饮管理有限公司，公司注册资本为100.01万元人民币，已全部缴清。
(1) Party A established____ (CITY) Xinyunnanfeng Restaurant Management Co., Ltd on____ (DATE). The registered capital of the company is 1,000,100RMB, which has been fully paid-up.
(2) Party A now intends to sell his company shares; Party B is willing to buy the shares.
NOW, according to the Contract Law of the People’s Republic of China and other related laws and regulations, and in consideration of the premises and mutual covenants herein contained, the Parties agree as follows:
ARTICLE 1 TRANSFER CONDITION AND PAYMENT PRICE
1.1 Subject to the terms of this Agreement, Transferor hereby agrees to sell 100% company shares to Transferee, and Transferee agrees to purchase from Transferors the Transferred Equity Interest hereunder.
1.2 Upon the Effective Date of this Agreement, the original Articles of Association shall terminate. A new Articles of Association shall be concluded in accordance with relevant laws and regulations.
1.3 Subject to the terms of this Agreement, the total purchase price for the Transferred Equity Interest shall be X RMB (the “Purchase Price”).
1.4 The Parties acknowledge and agree that the Purchase Price is the sole amount to be paid by Transferee to the Transferor, and Transferee and any of its Affiliated Companies shall not be responsible for any future or additional payment to the Transferors with respect to the Equity Interest Transfer under this Agreement.
1.5 The price payment
a. Thirty percent of the purchase price shall be paid off upon X days after the agreement had been signed;
b. Another thirty percent of the purchase price shall be paid off upon X days if the approving authority approved the agreement;
c. Surplus forty percent of the purchase price shall be paid off upon X days when all the registration procedure had been fulfilled.
d. The transfer of the price paid the transferor shall pay to the bank account designated by transferors.
1.6 Transferor and Transferee shall be respectively responsible for payment of the taxes and other governmental levies relating to the Equity Interest Transfer, imposed on each Party in accordance with the applicable laws.
ARTICLE 2 CONDITIONS PRECEDENT
2.1 Conditions Precedent.
a. In view of this agreement involving foreign investment enterprise legal supervision and the acquisition of domestic enterprises, to ensure that after this agreement is signed can be performed smoothly under this agreement with the following conditions stock-rights transfer the complete or appear as prerequisites:
(1) The Directors of the Company has passed resolutions approving of: The Equity Interest Transfer in accordance with the terms of this Agreement;
(2) The Examination and Approval Authority has approved the Equity Interest Transfer under this Agreement;
ARTICLE 3 REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties of Transferors
a. Transferor under the agreement lawfully owns to cession equity, and ensure its will on after this agreement is signed actively cooperate with the assignee to deal with equity transfer approval and registration procedures ;
b. Transferor have full and unencumbered title to the Transferred Equity Interest, which shall be free and clean of any mortgage, pledge or any other types of encumbrances;
c. Upon execution of this Agreement and as of the completion of the registration of the Equity Interest Transfer with the Registration Authority, there is not and there will not be any suit, action, prosecutions, or any other proceedings that may involve the Transferred Equity Interest or the lawfulness of the Equity Interest Transfer;
d. Transferor have taken all appropriate and necessary corporate actions to approve and authorize the execution and performance of this Agreement, and guarantee that all the other shareholders have give up the option to purchase;
3.2 Representations and Warranties of Transferee
a. Party B is a legal person established in accordance with the laws and regulations of the People’s Republic of China;
b. Transferee has taken all appropriate and necessary enterprise and legal actions to approve and authorize the execution and performance of this Agreement;
c. Execution and performance of this Agreement will not violate any provision of applicable laws or regulations, or any judgment, award, contract, agreement, or other instrument binding upon it.
ARTICLE 4 CLOSING
4.1 Closing Date.
Upon the terms and subject to the conditions of this Agreement, the closing of the Equity Interest Transfer (the “Closing”) shall take place on the date when the Examination and Approval Authority approves the Equity Interest Transfer and the registration procedure has been fulfilled in the Bureau of Industrial and Commerce.
ARTICLE 5 DEFAULT AND REMEDY
5.1 The Parties shall strictly fulfill their respective obligations under this Agreement. Any Party (for the purpose of this clause the “Breaching Party”) will be deemed to have breached this Agreement if it fails to fulfill, or to fulfill fully and appropriately, its obligations under this Agreement, or if any of its representations and warranties in this Agreement proves to be false, inaccurate or misleading. In the event of such breach, the other Parties (for the purpose of this clause the “Non-Breaching Party”) has the right at their own discretion to take one or more of the following actions for remedy:
a. To suspend performance of its obligations under this Agreement until the breach is remedied by the Breaching Party;
b. If the breach by the Breaching Party has caused the Equity Interest Transfer to be unable to complete, or has materially frustrated the Non-Breaching Party’s commercial purpose in entering into this Agreement and such frustration is irreparable, or if reparable but it has not been rectified by the Breaching Party within a reasonable period of time, then the Non-Breaching Party has the right to unilaterally terminate this Agreement forthwith by issuing to the Breaching Party written notice that should become effective on the date of its issuance;
c. To demand compensation from the Breaching Party for all losses, including the costs and expenses arising from this Agreement.
5.2 The rights and remedies provided in this Agreement shall be cumulative and shall be in addition to and without prejudice to other rights and remedies provided by law.
5.3 The rights and remedies of the Non-Breaching Party provided in this Article should remain effective in the event that this Agreement, or any other provisions of this Agreement, is invalidated or terminated for any reason.
ARTICLE 6 APPLICABLE LAW
6.1 Applicable Law.
This Agreement shall be governed by and interpreted in accordance with the laws of China.
ARTICLE 7 SETTLEMENT OF DISPUTES
In the event a dispute arises in connection with the interpretation or implementation of this Agreement, the parties to the dispute shall attempt to settle such dispute through friendly consultations.
If no mutually acceptable settlement of such dispute is reached within sixty (60) days, then such dispute shall be finally and exclusively settled by arbitration as provided herein. Arbitration shall be conducted in accordance with the Arbitration Rules of the China International Economic and Trade Arbitration Commission being in force at the time a particular dispute is submitted for arbitration, which rules are deemed to be incorporated by reference into this article. The arbitration shall take place in X.
ARTICLE 8 EFFECTIVENESS AND AMENDMENT
8.1 Effective Date
This agreement since the date of signature and seal of both parties come into effect.
No amendment to this Agreement shall be effective unless made in writing and signed by each party and approved by the Examination and Approval Authority.
ARTICLE 9 MISCELLANEOUS
9.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, supersedes any prior expression of intent or understanding relating hereto and may only be modified or amended by a written instrument signed by the authorized representatives of the Parties.
9.2 This Agreement is severable in that if any provision hereof is determined to be illegal or unenforceable, the offending provision shall be stricken without affecting the remaining provisions of this Agreement.
9.3 Failure or delay on the part of any Party hereto to exercise any right, power or privilege under this Agreement, or under any other contract or agreement relating hereto, shall not operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege preclude any other future exercise thereof.
9.4 This Agreement is written and executed in English and Chinese. In case any discrepancy arises from the agreement and the interpretation hereof between the two versions, the Chinese version shall prevail.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives on the date first written above.
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