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1、SHARE TRANSFER AGREEMENTParty A: Party B: Party C: ID NO: Address: Whereas Party A legally owns % shares of Co. Ltd., which is registeredWhereas , registered inon the date of .Whereas Party A intends to sell the legally-owned % shares of .Whereas Party B is the shareholder of the company, they have
2、certain preemptive rights to buy the shares transferred by Party A, but Party B has given up the preemptive rights.Whereas Party C intends to buy the whole shares of held by Party A, adhering to theprincipals of equality and mutual benefit, the parties have reached the following agreement (the“ cont
3、ract ” ) after friendly consultations regarding the share transfer matters:1. Price of the SharesAfter having gotten the consent of every party, subject to the terms and conditions in the Agreement, Party A hereby agrees that it will transfer and convey to Party C the whole shares of Company at the
4、price of and Party C agrees to purchase the whole shares ofheldby Party A at this price.2. WarrantiesParty A represents and warrants to Party C that it legally owns the Shares subject to Article 1, as well as the right to deal with the shares entirely and effectively; and that prior to any transfer
5、it will obtain all necessary consents such that the shares can be transferred to Party C at the effective time of the transfer, free and clear of all liens and encumbrances whatsoever.Party C consents to pay Party A the purchase price of RMB respectively before, to purchase the said receivable at th
6、is price.3. Allocation of Shareholder s Rights and IndebtednessThe Contract shall be signed by the legal representatives and authorized people of all parties. It shall become effective after Party B or its designated agent have waived their preemptive rights.Upon the Agreement becoming effective, Pa
7、rty C will succeed to any benefits of and its subsidiary as well as to any risks and losses (including the shareholder rights and obligations in the Company before, during and after the transfer of the shares). At the same time Party A will no longer take any responsibilities or be responsible for a
8、ny profits, losses or indebtedness of and its subsidiary, including those which occurred before, during or afterthe share transfer.Upon the Agreement becoming effective, Party C would be entitled to exercise the rights of the shareholders in company as well as take full obligations. Party A warrants
9、 that apartfrom its investment in the Company, has no other business or any other assets orliabilities.4. Share Transfer Arrangement and CostParty A shall help to change the shareholder registration ofcompany. Any related costshall be born by Party A.Upon the Agreement becoming effective, the name o
10、f the Company shall be changed by Party C to excludeand / orfrom its name.All the necessary changes needed due to the share transfer ofcompany regarding thedirectors, chairman of the BOD, legal representative, name, etc. of the Company shall be carried out, by Party C and all the relevant cost shall
11、 be born by Party C. In addition, Party C warrants that all the changes shall be completed no later than,. Party A shall not change theshareholder registration of until Party C complete the changes it is obligated to fulfill andParty A consents that the change of shareholder registration ofcompany s
12、hall be finalizedno later thandays after Party C gets the approval from the government authorities on thechanges it is expected to be carded out.5. The Company s Management and Confidentiality ObligationParty C as well as other members of the management team of the Company are both liable for the no
13、rmal operation of the Company s business and the maintenance of the Company s interest and benefit after the signature of the Agreement. If any action occurs which is conflictingto the terms and conditions of the Agreement, or if any action occurs which is harmful to the Company or to the benefits o
14、f Party A, or Party B, then either Party A or Party B has the right to terminate the Agreement. Whereof any results caused from the above action shall be borne by Party C.No party herein shall disclose to any third party any information included in the Agreement. In case any information is released
15、and results in damages to the benefits of the company or the other party, the party whose confidentiality is breached has the right to terminate the Agreement, as well as to compensation due to the breach of the confidentiality obligation.6. Breach ResponsibilityIn case any party in the Agreement ca
16、n not perform appropriately and complete the obligations in accordance with the Agreement, the party shall bear the responsibility for the breach.In case any party of the agreement could not fulfill its obligation withindays after thedue date specified in this Agreement, the non-breaching Party has
17、the right to perform the rescission to the Agreement. Any loss incurred from the rescission of the Agreement shall be borne by the breaching party.7. Application Law and Settlement of DisputesThe Contract shall be protected and governed by the related laws of the People s Republic of China.All the d
18、isputes arising from the execution of the Agreement or related to the Agreement shall be settled through friendly consultations by the parties. In case no settlement through consultation can be reached, the disputes shall be submitted to arbitration commission.Thearbitration award is final and bindi
19、ng upon both parties.8. MiscellaneousThe text of the Agreement has been executed in four originals. Each Party shall keep one copy of the text and the Company shall keep one copy.The Agreement is signed by the authorized representatives of the parties on .Party A: (Signature / Seal)Party B:(Signature / Seal)Party C:(Signature / Seal)Date: