中英文股权转让协议sharetransferagreement无客户信息版

中英文股权转让协议sharetransferagreement无客户信息版内容摘要：

s the terms or context of this Agreement otherwise provide, each of the terms used in this Agreement shall have the meaning specified below： ”Agreement” means this Share Transfer Agreement (including the Annexes, Schedules and Exhibits hereto), as amended, supplemented, modified or restated from time to time. “Transferor” has the meaning set forth in the introductory paragraph hereto. “Transferee” has the meaning set forth in the introductory paragraph hereto. “Target Company” has the meaning set forth in the introductory paragraph hereto. “Target Equity” has the meaning set forth in the introductory paragraph hereto. Financial Statement refers to the Target Company39。 s financial statements and accounts for the accounting period until the Base Date which are examined and approved by the Transferee, including the balance sheet, statement of loss and profit and all notes, reports and other documents attached thereto. Base Date refers to December 31, 2020 as specified in the Financial Statement. China refers to the People39。 s Republic of China. Closing Date refers to the date on which the target Company pletes formalities for equity change with Xiamen Industrial and Commercial Administration Bureau or its authorized subdivision. This Agreement refers to this Agreement and all supplementary contracts under which this Agreement is amended from time to time. Encumbrance refers to any equity guarantee, lien, mortgage, limit, pledge, third party39。 s right, mortgage of any kind, encumbrance, option, priority and other rights of any kind. Rules of Construction. Wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns stated in either the masculine or the neuter gender shall include the masculine, the feminine and the neuter. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” Any reference to any provision of a statute, rule, regulation, order or similar authority shall be deemed to refer to any successor or amendment to such Robin Tian (田玉民 律师 ) Attorney at Law Mobile:136 3637 3512 Email: provision. ARTICLE 2 SALE AND PURCHASE OF EQUITY Under the terms and conditions hereof, the Transferor agrees to sell to the Transferee, and the Transferee agrees to purchase from the Transferor, the equity interest in the capital contribution [USD 90,150,] to the Target Company, equal to 80 % of the registered capital of the Target Company. The equity transfer price under this Agreement is RMB____ Yuan. The Target Equity is clear of any Encumbrances and any other third party39。 s rights. All Assets and liabilities of the Target Company and other related data lists are specifically described in Schedules 39 hereof. The Target Company is clear of any capital mitment, hidden or contingent liabilities or guarantee obligations undisclosed to the Transferee in writing. The Transferor warrants that, during the transition period from the execution hereof until the Closing Date, the Transferor shall endeavor to effectively and prudently run the current business, keep the Company in normal operation, ensure service quality, human resource management, operation and goodwill of the Company not be damaged. Without the Transferee39。 s approval, the Transferor shall ensure the Target Company will not assume any new major burdens (including guarantee liability) during the transition period from the execution hereof until the Closing Date. Within the transition period from the execution hereof until the Closing Date, the Transferor shall, at the request of the Transferee, endeavor to provide the Transferee with materials relating to the Target Equity, business, finance and management of the Target Company, and shall not conceal any materials, data or certificates. In addition, the Transferor agrees that, upon execution hereof, the Transferee and its agent may enter the office of the Target Company to inquire and duplicate relevant business materials, asset state, accounts and records at any time. After the Closing Date, if required by the Transferee, the Transferor has the responsibility to assist the Transferee obtaining and/or explaining materials relating to the business, finance and management of the Target Company. ARTICLE 3 PAYMENT OF TRANSFER PRICE The representations and warranties of the Transferor and the Target Company in Article 4 hereof shall be authentic and correct on/prior to the date of payment. All Parties to a transaction have performed all obligations to be fulfilled before the date of payment in pliance with the provisions hereof. Robin Tian (田玉民 律师 ) Attorney at Law Mobile:136 3637 3512 Email: Within 10 working days upon pletion of the industrial and mercial alteration registration of the Target Equity hereunder, the Transferee shall pay the equity price or its equivalent to the Transferor. On or prior to the payment date, if aware of any of the following events, the Transferee may unilaterally terminate this Agreement at any time. If the Target Equity has been transferred to the Transferee, the Transferee must return the equity as soon as possible and all relevant expenses shall be at the Transferor39。 s cost. If the evidence, representations or guarantee, made by the Transferor in any notice, certificate, certification, document or statement made or delivered in accordance with this Agreement or warranty document, or in or assumed by this Agreement or any warranty document, is in any way untrue or incorrect。 If the Transferor or the Target Company is under any of the following circumstances: (a)Any court or other petent department issues an order of bankruptcy, liquidation, windingup or dissolution of the Transferor or the Targe。