股权转让协议英文版范本最新

股权转让协议英文版范本最新
英文版股权转让协议范本最新
Equity Transfer Agreement
This Equity Transfer Agreement (the "Agreement") is entered into on ___________ (date) by and between ___________ (Name of the transferor), a company registered under the laws of the People's Republic of China, with its registered address at
___________ (address), hereinafter referred to as "Transferor", and ___________ (Name of the transferee), a company registered under the laws of the People's Republic of China, with its registered address at ___________ (address), hereinafter referred to as "Transferee".
WHEREAS:
1. Transferor is the owner of ______% of the equity interest in___________(Name of the Company), a company incorporated under the laws of the People's Republic of China, with its registered address at ___________ (address) and legally registered capital being RMB ___________(number).
2. Transferor desires to sell, transfer and assign its equity interest in the Company to Transferee and Transferee desires to purchase the equity interest from Transferor.
The parties agree as follows:
1. Transfer of Equity
1.1 The Transferor hereby agrees to sell, transfer and assign___% of its equity interest in the Company to the Transferee, and Transferee hereby agrees to purchase such equity interest from Transferor.
1.2 The transfer of the equity interest shall be completed on ___________ (date) and on such date, the Transferee shall pay the Transferor the consideration for the equity interest.
1.3 Upon completion of the transfer, the Transferee shall hold___% of the equity interest in the Company.
2. Consideration
2.1 The consideration for the transfer of the equity interest shall be RMB ___________ (number), payable in full on the date of completion of the transfer.
3. Representations and Warranties of Transferor
3.1 The Transferor represents and warrants to the Transferee that:
(a) It is a company duly incorporated and validly existing under the laws of the People's Republic of China;
(b) It owns the equity interest being transferred, free and clear of all liens, encumbrances, charges or restrictions of any kind;
(c) The equity interest being transferred is legally registered and in full compliance with all relevant laws and regulations of the People's Republic of China;
(d) There is no pending or threatened legal action, claim or demand against Transferor or the Company that would have a material adverse effect on the equity interest being transferred; and
(e) The execution, delivery and performance of this Agreement by the Transferor does not violate any applicable law or regulation, or any agreement to which it is a party.
4. Representations and Warranties of Transferee
4.1 The Transferee represents and warrants to the Transferor that:
(a) It is a company duly incorporated and validly existing under the laws of the People's Republic of China;
(b) It has the financial resources and expertise to operate and manage the equity interest being transferred;
(c) The execution, delivery and performance of this Agreement by the Transferee does not violate any applicable law or regulation, or any agreement to which it is a party.
5. Covenants
5.1 Transferor agrees that it will not take any actions that would have a material adverse effect on the equity interest being transferred prior to the completion of the transfer.
5.2 Transferee agrees that it will assume all rights, obligations and responsibilities of Transferor as a shareholder of the Company from and after completion of the transfer.
6. Termination
6.1 This Agreement may be terminated by mutual written agreement of the parties.
6.2 This Agreement may also be terminated by either party if the other party breaches any material term or condition of this Agreement and fails to cure such breach within 30 days after written notice of such breach.
7. Governing Law
7.1 This Agreement shall be governed by and construed in accordance with the laws of the People's Republic of China.
8. Dispute Resolution
8.1 Any dispute arising out of or in connection with this Agreement shall be settled through negotiation between the parties. If the dispute cannot be resolved by negotiation within 30 days from the date of the dispute, either party may submit the
dispute to the arbitration commission for final resolution in accordance with its arbitration rules.
9. Miscellaneous
9.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
9.2 This Agreement may not be amended or modified except in writing signed by both parties.
9.3 This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
Transferor:
Name:
Title:
Transferee:
Name:
Title:。