Equity Transfer Agreement
in respect of
CO.,LTD挂钟风水.
between
CO., LTD.
(“Transferor”)
and
LTD.
(“Transferee”)
Dated this day of 2006
酸奶保质期
This Agreement is made this day of 2006 by and between:
Co. Ltd., a 摹仿company established in the People’s Republic of China who registered office is located at (hereinafter referred to as “Transferor”)
Ltd., a company established in Hong Kong who registered office is located at (hereinafter referred to as “Transferee”)
Whereas:
1. CO.,LTD.(hereinafter referred to as the “Joint Venture”), a Sino-foreign joint venture established in the People’s Republic of China who registered office is located at , who investors are respectively:
(A) The Transferor, who holds 45% equity of the Joint Venture; and
(B) The Transferee, who holds 55% equity of the Joint Venture.
2. The Transferor agrees to transfer its equity interest in the Joint Venture to the Transferee pursuant to the provisions of this Agreement.
The terms of this Agreement are as follows:
1. Interpretation
（A） Definitions
“Transferor’s equity interest in the Joint Venture” | refers to the Transferor’s capital contribution to the Joint Venture and all the rights enjoyed by the Transferor in the Joint Venture in accordance with such capital contribution. |
“Equity Transfer stipulated in this Agreement” | refers to the transfer of equity interest held by the Transferor in the Joint Venture to the Transferee pursuant to the provisions of this Agreement. |
| |
（B） Other interpretations
The headings in this Agreement are for ea of reference only and shall not affect the interpretation of the contents of this Agreement.
白天不懂夜的黑2. Equity Transfer
（A） The Transferor agrees to transfer all its 【】% equity interest in the Joint Venture to the Transferee on the date that this Agreement takes effect.
（B） The Transferee agrees to take the transfer of the Transferor’s【】% equity interest in the Joint Venture pursuant to the provisions of this Agreement on the date that this Agreement takes effect.
3. Equity Price and Payment
6s车间现场管理（A） The Parties hereto agree that the Transferee shall, for the price of United States Dollars 【】破裂的近义词 Only (US$【】million) (“Transfer Price”), receive the Transferor’s equity inter
est in the Joint Venture, and such Transfer Price already includes all the monies which shall be paid by the Transferee to the Transferor pursuant to the equity transfer stipulated in this Agreement.
（B） The terms of payment of the Transfer Price shall be as follows:
(1) 20% of the Transfer Price shall be paid within five (5) working days from the receipt of the respective resolutions of the Board of Directors of the Transferor and the Transferee;
好歹 (2) 70% of the Transfer Price shall be paid within five (5) working days from the receipt of the relevant government approvals (including but not limited to (i) the approvals of the Board of Directors and shareholders of the Transferor and (ii) the examination and approval of the relevant government of the State and Beijing Municipality;
(3) the remaining balance of the 10% of the Transfer Price shall be paid within five (5)
working days from the date of issue of TZM’s new business licence for foreign-owned enterpri.
4. Delivery of Equity
The Parties hereto agree that the handover date of equity interest shall be the day after this Agreement has become effective. On the handover date, the authorid reprentatives of the Parties shall complete the formalities for change of registration with the Administration for Industry and Commerce in Beijing according to law, and shall obtain the business licen for wholly foreign-owned enterpris within 10 days after this Agreement has taken effect.
5. Joint Venture Contract and Articles of Association of the Joint Venture
（A） At the same time of signing of this Agreement, the Transferor and Transferee shall, in respect of the equity transfer stipulated in this Agreement, jointly sign the Termination Agreement to terminate the Joint Venture Contract of the Joint Venture (e Appendix 1 of this Agreement).
（B） After approval by the original examination and approval authority, the Articles of Association of the wholly foreign owned enterpri submitted by the Transferee shall replace the Articles of Association of the Joint Venture.
伴娘致辞6. Reprentations and Warrants
（A） The Transferor reprents and warrants that:
（1） The Transferor is a company validly existing under the laws of the People’s Republic of China which enjoys the absolute rights and has obtained all the authorisations to enter into and perform this Agreement.
