Here comes the dry goods—— Here is an equity transfer agreement! There is always one for you!

{start of sub problem} equity transfer agreement {start of sub problem} ({start of sub problem} concise version {start of sub problem})

{Sub problem start}

{Beginning of sub problem} Transferor (hereinafter referred to as Party A): XXX

{Sub problem start} Transferee {Sub problem start} (hereinafter referred to as {Sub problem start} B {Sub problem start} party): XXX

In accordance with the Company Law of the People's Republic of China, the Civil Code of the People's Republic of China and other relevant laws and regulations, the following agreement has been reached through full consensus on matters related to the transfer of Party A's XX% equity of the company to Party B:

1、 Party A transfers XX% of the equity (totaling XX million yuan) contributed by Party A to XX Company, and other equity derived from the equity to Party B at its original value.  

3、 After this agreement comes into force, Party B shall obtain the shareholder qualification, enjoy the shareholder rights and assume the shareholder obligations.

4、 In case of any dispute arising from the performance of this Agreement or related matters, the parties shall first settle it through negotiation based on the principles of objectivity, fairness, mutual understanding and mutual accommodation. If the negotiation fails, it shall be arbitrated by Taiyuan Arbitration Commission.

5、 The original of this agreement is in quintuplicate, with one copy submitted to the industrial and commercial department for change registration, one copy held by each party, and two copies filed by the company. It shall come into force after being signed by both parties.

{Start of sub problem} Party A:

{Sub question start} Party B:

Date:

Equity Transfer Agreement (full version)

{Sub problem start}

{Start of sub problem} Party A: {Start of sub problem} (ID No.:)

{Sub question start} Party B: {Sub question start} (ID No.:)

{Sub problem start} Target company:

{Sub problem start} Whereas:

1. Party A is the original shareholder of the target company, holding XX% shares.

2. Party B is a natural person with civil subject qualification, and intends to transfer XX% of the equity of the target company.

In accordance with the provisions of the Civil Code of the People's Republic of China, the Company Law of the People's Republic of China and other relevant laws and regulations, Party A and Party B, on the basis of equality, voluntariness and fairness, have entered into this agreement through full consultation for mutual compliance.

{Start of sub problem} Basic information and equity structure of the first subject company

1. Basic Information of the Company

Company name: XX Company. Legal representative: XX. Registered capital: XX million yuan. Business scope: XXXX Domicile: XXXX

2. Information about the original shareholders of the company, their respective amount of capital contribution and proportion of capital contribution:

XX， Capital contribution: XX, paid in capital: XX, shareholding ratio: XX%,

XX， Capital contribution: XX, paid in capital: XX, shareholding ratio: XX%

……

This agreement transfers XX% of the equity of the target company, that is, XX transfers its equity accounting for XX% of the registered capital to XX. After the transfer, the original shareholders of the company, their respective contributions and contribution proportions are:

XX， Capital contribution: XX million yuan, shareholding ratio: XX%,

XX， Capital contribution: XX million yuan, shareholding ratio: XX%.

……

The equity transfer includes the shareholders' rights and interests to be transferred by the target company. The original creditor's rights, debts (including contingent liabilities) and all legal liabilities of the target company shall be borne by Party A.

{Beginning of sub problem} Article 2 Transfer price

Party A and Party B agree that Party A will transfer the equity of the target company to Party B, and Party B will not pay the equity transfer price to Party A. After Party A assists Party B to obtain the actual control right and generate income, the net profit will be distributed at the proportion of XX%.

{Sub problem start} Article 3 Handover

After the signing of this agreement, Party A shall cooperate with Party B in handling all formalities related to the company, such as industry and commerce, tax, quality supervision, bank seal, etc., and Party A shall cooperate with Party B in the due diligence of the target company.

After the completion of industrial and commercial procedures, the original and duplicate of the new business license shall be kept by Party B. At the same time, Party A shall hand over to the authorized representative of Party B all procedures and certificates of the target company, including but not limited to: official seal, financial seal, corporate seal, bank account opening permit, account card and password, original and duplicate of tax registration certificate, original and duplicate of organization code certificate IC card, etc., and cooperate with Party B to handle certificate change procedures.

{Start of sub problem} Article 4 Right delivery

After this agreement comes into force, Party A loses its shareholder qualification and shall not claim the rights of shareholders in any form; Each party of Party B has the rights and obligations of shareholders.

{Start of sub problem} Article 5 Tax and other expenses

Each party to the equity transfer shall bear the corresponding taxes and fees due to the performance of this Agreement.

{Beginning of sub question} Article 6 Statement, commitment and guarantee of all parties

Party A hereby declares and undertakes that:

1. Party A guarantees that the target company does not have any form of debt (including contingent liabilities), external mortgage, guarantee or ongoing and potential legal disputes. If any, it shall be borne by Party A.

2. Party A guarantees that it can assist Party B to obtain the actual control right of Jiewang Coal Mine.

{Beginning of sub problem} Article 7 Liability for breach of contract

If either party damages the legitimate rights and interests of the other party due to unilateral reasons, the breaching party shall compensate the non breaching party for all losses.

{Beginning of sub problem} Article 8 Conditions for termination of contract

1. If Party A is unable to assist Party B in obtaining the actual control right of Jiewang Coal Mine, this contract will be automatically terminated.

2. If the purpose of the contract of Party B cannot be realized due to the creditor's rights and debts (including contingent liabilities), external mortgages, guarantees and other disputes arising from Party A's operation of the target company, the contract will be automatically terminated.

After the termination of the contract, Party A shall bear all losses caused to Party B due to its fault; Party B shall cooperate with Party A to go through the procedures of industry and commerce, tax, quality supervision, bank seal, etc.

{Beginning of sub problem} Article 9 Settlement of contract disputes

Any dispute arising from the performance of this Agreement shall be settled through negotiation as far as possible; If the negotiation fails, all parties agree to bring a lawsuit to the people's court where the contract is performed.

{Start of sub problem} Article 10 Others

1. This Agreement shall come into force on the date of signing.

2. This agreement is the agreement actually performed by the parties. If it is inconsistent with other equity transfer agreements signed by the parties, this agreement shall prevail.

3. If there are any matters not covered in this agreement, the parties shall negotiate to reach a supplementary agreement as an annex to this agreement. The annexes to this agreement have the same legal effect as this agreement.

4. The contract is made in seven copies, one for each party and two for the target company, with the same legal effect.

{Beginning of sub question} Party A (signature):

{Beginning of sub question} Party B (signature):

Signed at: XX City, XX Province

Signed on: