合资企业股权转让协议英文版

1、EQUITY TRANSFER AGREEMENTTABLE OF CONTENTS1. DEFINITIONS 12. TRANSFER AND ACCEPTANCE OF TRANSFER 33. TRANSFER PRICE AND PAYMENT 34. TRANSACTION CONDITIONS 46. ARRANGEMENTS FOR TRANSITION PERIOD 67. COMPLETION OF SETTLEMENT AND TRANSACTION78. COMMITMENT TO NON-COMPETITION89. REPRESENTATIONS AND WARRA

2、NTIES 810. TERMINATION OF AGREEMENT1111. LIABILITY FOR BREACH OF CONTRACT 1112. CONFIDENTIALITY 1213. FORCE MAJEURE1214. GOVERNING LAW AND SETTLEMENT OF DISPUTES 1215. NOTICE 1316. MISCELLANEOUS14APPENDIX 1. LETTER OF DISCLOSURE17APPENDIX 2. ASSSSMENT REPORT20APPENDIX 3. AUDIT REPORT OF COMPANY ON B

3、ASE DAY21APPENDIX 4. DETAILED LIST OF ASSETS OF COMPANY ON BASE DAY22APPENDIX 5. DETAILED LIST OF LIABILITIES, EXPECTED LIABILITIES OR CONTINGENT LIABILITIES OF COMPANY ON BASE DAY 23APPENDIX 6. CONFIRMATION FORM OF CURRENT STATUS OF MAJOR ASSETS OF COMPANY24APPENDIX 7. DETAILED LIST OF EXTERNAL GUA

4、RANTEES AND SECURED LOANS OF COMPANY25APPENDIX 8. LIST OF PERSONNEL REMAINING IN OFFICE261This Agreement is drafted on behalf of the Buyer and is applicable to cases where the Buyer has acquired a Sino-foreign joint venture inside China without causing it to become a foreign capital enterprise.This

5、agreement (a Agreement " ) is entered into on thisday ofby and between: , a company duly incorporated and validly existing under the laws of , with its head office at , as one party (hereinunder referred to as the “Seller " ), and , a company duly incorporated and validly existing under th

6、e laws of , with its head office at , as the other party (hereinunder referred to as the“ Buyer").(The above parties are referred to as“ parties“ colleepveltejnid“ party sWHEREAS:(1) (hereinunder referred as Companyore)cjsi aesinoy contractualjoint venturea company limited by shares, references

7、 to “ equityinterests i吊 this“shares " and a description of the actual number of shares should be attached. duly established under the laws of China with business license registration number: , and a registered capital of: ;(2) Seller is a limited liability company duly incorporated under the l

8、aws of withregistration number: . The Seller holds a % equity interest in (3) Buyer is a limited liability company duly incorporated under the laws of withregistration number: ;(4) Seller intends to transfer the % equity interest which it holds in ComBuyer according to the terms and conditions set o

9、ut herein;(5) Buyer is willing to purchase the % equity interests in Company transfer(the Seller according to the terms and conditions set out herein.Now, THEREFORE, the parties hereto have agreed as follows:1. DEFINITIONSUnless otherwise specified, the following terms shall have the following meani

10、ngs when used herein:This Agreement: refers to this Equity Interests Transfer Agreement.2If the Sino- foreign joint venture isAgreement can be replaced byEquity Interests: refers to Seller ' s % equity interest in Company.Transfer: refers to the transfer by Seller of the Equity Interests to the

11、Buyer.Transfer Price: refers to the total price for the Equity Interests set out in Article 3 of this Agreement, i.e. (currency unit) in (currency).Transaction Conditions: refer to the conditions set forth in Article 4 of this Agreement.Base Day: refers to the day jointly fixed by the parties for as

12、sessment o the value of the net assets of Company in order to set the Transfer Price, i.e. mmddyy.Transitional Period: refers to the period from the signing of this Agreement to the completion of the Transfer.Settlement day: refers to the dayhaftTransaction Conditions are satisfied.Completion refers

13、 to completion of the Transfer in accordance with Article 6 of this Agreement.Major Asset: refers to any asset worth (currency unit) in (currency) or more.JV Bylaws: refers to the bylaws of the Company to be signed by the Buyer and other shareholders owners of equity interests in Company on the date

14、 of this Agreement Completion.JV Contract: refers to the contract relating to the Company to be signed by the Buyer and other shareholders owners of equity interests in Company on the date of this Agreement Completion Approval Authorities: refer to the authorities at all levels inside China responsi

15、ble for examination and approval of changes in equity interests in foreign-invested enterprises.China: refers to the People ' s Republic of China and, for purposes of this Agreement only, does not include Hong Kong SAR, Macao SAR or the Taiwan region.Chinese laws: refer to the laws, regulations and judicial interpretations officially promulgated by the legislativ