1、SHARE TRANSFER AGREEMENTParty A: _ Party B: _ Party C: _ ID NO: _ Address: _ Whereas Party A legally owns_ % shares of _ Co. Ltd., which is registered in_ ;Whereas _ , registered in_ on the date of _.Whereas Party A intends to sell the legally-owned _ % shares of _.Whereas Party B is the shareholder
2、 of the company, they have 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 the principals of equality and mutual benefit, the parties have reached the
3、following agreement (the “contract”) 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 who
4、le shares of Company at the price of _ and Party C agrees to purchase the whole shares of_ held by 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
5、; and that prior to any transfer 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 _, _
6、 to purchase the said receivable at this price.3. Allocation of Shareholders 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
7、 the Agreement becoming effective, Party 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 r
8、esponsibilities or be responsible for any profits, losses or indebtedness of _ and its subsidiary, including those which occurred before, during or after the share transfer.Upon the Agreement becoming effective, Party C would be entitled to exercise the rights of the shareholders in _ company as wel
9、l as take full obligations. Party A warrants that apart from its investment in the Company, _ has no other business or any other assets or liabilities.4. Share Transfer Arrangement and CostParty A shall help to change the shareholder registration of_ company. Any related cost shall be born by Party
10、A.Upon the Agreement becoming effective, the name of the Company shall be changed by Party C to exclude_ and / or_ from its name.All the necessary changes needed due to the share transfer of_ company regarding the directors, chairman of the BOD, legal representative, name, etc. of the Company shall
11、be carried out, by Party C and all the relevant cost shall 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 the shareholder registration of _ until Party C complete the changes it is obligated to fulfill and Party A
12、consents that the change of shareholder registration of_ company shall be finalized no later than_ days after Party C gets the approval from the government authorities on the changes it is expected to be carded out.5. The Companys Management and Confidentiality ObligationParty C as well as other mem
13、bers of the management team of the Company are both liable for the normal operation of the Companys business and the maintenance of the Companys interest and benefit after the signature of the Agreement. If any action occurs which is conflicting to the terms and conditions of the Agreement, or if an
14、y action occurs which is harmful to the Company or to the benefits of 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 informa
15、tion included in the Agreement. In case any information is released 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 obli
16、gation.6. Breach ResponsibilityIn case any party in the Agreement can 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 within_ days after
17、 the due date specified in this Agreement, the non-breaching Party has 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 g
18、overned by the related laws of the Peoples Republic of China.All the disputes 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 submi
19、tted to _ arbitration commission.The arbitration award is final and binding 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: _
