英文股權(quán)轉(zhuǎn)讓協(xié)議實例

Agreement for the Transfer of Shares

Party A:

Party B:

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".

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:

1. Parties Hereinafter Include

Transferor:

Legal representative:

Position:

Official address:

Transferee:

Legal representative:

Position:

Official address:

2. Transfer Conditions and Payment

(1) Subject to the terms of this Agreement, Transferor hereby agrees to sell________% company shares to Transferee, and Transferee agrees to purchase from Transferors the Transferred Equity Interest hereunder.

(2) Upon the Effective Date of this Agreement, the Articles of Association shall terminate. A new Articles of Association shall be concluded in accordance with relevant laws and regulations in China.

(3) Subject to the terms of this Agreement, the total purchase price for the Transferred Equity Interest shall be________RMB (the "Purchase Price").

(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.

(5) 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.

3. Representations, Guarantees and Covenants

3.1 Representations and Warranties of Transferors

a. Transferor under the agreement lawfully owns cession equity, and ensures it will, after this agreement is signed, actively cooperate with the assignee to deal with equity transfer approval and registration procedures.

b. Transferor has 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 has taken all appropriate and necessary corporate actions to approve and authorize the execution and performance of this Agreement and guarantees that all the other shareholders have given up the option to purchase.

3.2 Representations and Warranties of Transferee

a. Transferee has taken all appropriate and necessary enterprise and legal actions to approve and authorize the execution and performance of this Agreement.

b. 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.

4. Expenses

All the expenses incurred in relation to the execution of this Agreement shall be absorbed by the Transferee.

5. Breach of Agreement

In the event that the Transferee does not effect payment within the stipulated time specified, the Transferee shall pay to the Transferor a penalty sum of 1% of the assignment amount for every overdue month. If the breach exceeds three months, the Transferor reserves the right to terminate this Agreement and demands indemnification, other than the penalty sum from the Transferee.

6. Governing Law and Dispute Resolution

6.1 This Agreement and its effectiveness, validity, interpretation, execution and settlement of disputes shall be governed by and construed in accordance with laws of the People's Republic of China.

6.2 In the event that any dispute, claim, question or difference arises with respect to this Agreement or its performance or enforcement, the parties will use their reasonable efforts to attempt to settle such dispute amicably; if the parties cannot resolve the dispute, then it shall be resolved by the China International Trade Arbitration Commission based on the prevailing arbitration rules. The award of the arbitrators will be final and binding as to all parties; the losing party shall bear all the arbitration costs.

7. Effectiveness and Amendment

7.1 Effective Date

This agreement comes into effect since the date of signature and seal of both parties.

7.2 Amendment

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.

8. Miscellaneous

8.1 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.

8.2 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.

8.3 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.

This Agreement shall become effective after the Transferor and the Transferee have affixed their signatures to it and it is approved by the relevant endorsing authority.

Transferor:

Transferee: