Enterprise Transfer Agreement Part 1

Transferor: XXX (hereinafter referred to as Party A), ID number:

Transferee: XXX (hereinafter referred to as Party A) Party B), ID number:

Party A, an investor in XXXXXXXXX company located in XX Village, XX Town, voluntarily transfers its sole proprietorship, Cixi Henghe Town Jingyi Instrument Accessories Factory, to Party B due to other business developments. , after negotiation between Party A and Party B, the transfer agreement is formulated as follows:

1. Transfer subject: all assets and operating rights of Party A’s sole proprietorship XXXXXXXXXX.

2. Transfer Amount and Method: Party A and B conducted an inventory of all the assets of the enterprise on February 10, 20xx as the base date, and determined that the transfer amount was RMB 800,000, which shall be paid by Party B in the form of currency It will be paid to Party A in one lump sum on February 11, 20xx.

3. Handover of management rights and assumption of claims and debts: From February 12, 20xx, the ownership and management rights of XXXXXXXX belong to Party B, and Party A’s management rights are automatically terminated. The claims and debts incurred by XXXXXXXX in the operation before the date of transfer shall continue to be borne by the enterprise after the transfer, and Party A shall be jointly and severally liable; the claims and debts incurred by Party B in the operation after the transfer shall be borne by Party B itself and shall have no involvement with Party A.

IV. Party A must cooperate with Party B in handling the XXXXXXXXXXXX transfer and change procedures with the industrial and commercial authorities in accordance with the law. If the change cannot be processed due to Party A's reasons, Party A must return the enterprise transfer fee to Party B in full and pay a penalty of 50,000 yuan to Party B.

5. This agreement must be signed by Party A and Party B to be valid, and once signed, it will be used as the basis for applying to the industrial and commercial administrative registration authority for investor change.

Party A (official seal): _________ Party B (official seal): _________

Legal representative (signature): _________ Legal representative (signature): _________

_________year____month__________year____month____day Enterprise Transfer Agreement Part 2

Party A:

Legal representative:

Address:

Contact number:

Party B: Co., Ltd.

Legal representative:

Address :

Contact number:

Article 1 Party A is the operation and management agency of the National Equities Exchange and Quotations (hereinafter referred to as the "National Equities Exchange and Quotations") and is responsible for organizing and supervising the listing. The company's stock transfer and related activities are subject to self-discipline management. Party B is an unlisted public company approved by the China Securities Regulatory Commission and applies for its shares to be listed on the National Equities Exchange and Quotations. Party B has submitted the listing application and relevant documents to Party A, and obtained Party A’s review opinions and approval from the China Securities Regulatory Commission for the listing.

Article 2: In order to regulate the listing of Party B’s stocks on the National Equities Exchange and Quotations and clarify the rights and obligations of both parties, Party A and Party B shall Company Supervision and Management Measures", "Interim Measures for the Administration of National Equities Exchange and Quotations Co., Ltd.", "National Equities Exchange and Quotations System Business Rules (Trial)" and other provisions, sign this agreement.

Article 3 Party A’s rights:

(1) Party A has the right to implement daily supervision of Party B within the scope of authorization by relevant laws, administrative regulations, and relevant provisions of the China Securities Regulatory Commission; Party A has the right to manage Party B's stock listing, public transfer, termination of listing, etc. in accordance with the business rules, detailed rules, guidelines, notices and other provisions of the National Equities Exchange and Quotations (hereinafter referred to as "Party A's Business Rules").

(2) Party A has the right to charge listing fees in accordance with the charging standards approved by the China Securities Regulatory Commission.

Article 4 Obligations of Party A:

(1) Party A shall formulate Party A’s business rules in accordance with relevant laws, administrative regulations and relevant provisions of the China Securities Regulatory Commission and publish them in a timely manner to provide Provide institutional guarantees for Party B and other market entities to participate in market activities.

(2) Party A is responsible for operating and managing the National Share Transfer System, publishing market information, and providing a normal information environment for Party B and other market participants.

(3) Party A is responsible for providing a stock transfer platform and related facilities, arranging the listing of Party B’s stocks, and organizing Party B’s stock transfer activities.

(4) Party A is responsible for providing an information disclosure service platform and arranging Party B’s initial listing information disclosure and daily information disclosure.

(5) Party A shall accept consultation from Party B and provide necessary guidance for its stock listing operations.

Article 5 Rights of Party B:

(1) Party B has the right to consult Party A on stock listing operations and obtain guidance from Party A.

(2) Party B has the right to obtain the stock transfer, information disclosure platform and related facilities and services provided by Party A.

Article 6 Obligations of Party B:

(1) Party B agrees to accept Party A’s daily supervision and management.

(2) Party B promises to abide by laws, regulations, rules and other normative legal documents. Party B further commits to abide by Party A's business rules and perform obligations including but not limited to standardizing corporate governance and information disclosure. Party B shall ensure and oblige all its employees, including directors, supervisors, and senior managers, to understand and abide by the contents of this Agreement.

(3) The commitment documents made by Party B and its directors, supervisors and senior managers at the time of listing and after the listing are an integral part of this Agreement and are an attachment to this Agreement. Party B shall ensure that its directors, supervisors and senior managers sign such commitment documents.

(4) Party B shall pay the listing fee to Party A as stipulated in this agreement.

(5) Party B shall participate in the business training organized by Party A as required.

(6) Party B shall promptly notify Party A in writing of any corporate actions or other events that cause Party B to no longer meet the listing requirements.

Article 7 Listing Fee:

(1) Listing fee includes initial listing fee and annual listing fee, which shall be collected by Party A in accordance with the charging standards approved by the China Securities Regulatory Commission.

(2) Party B shall pay the initial listing fee calculated based on the total share capital on the first day of listing before the listing date, and pay a one-time fee for the current year calculated based on the company’s total share capital at the end of the previous year before July 15 of each year. Annual listing fee.

(3) The annual listing fee for the year of listing shall be converted based on the total share capital on the first day of listing and the actual listing month (calculated from the month following the listing date), and shall be paid together with the initial listing fee.

(4) If Party B pays the listing fee overdue, Party A has the right to charge a late fee of 3‰ of the amount payable every day.

(5) If Party B fails to pay within 10 working days after being urged by Party A, Party A has the right to take supervisory measures against Party B and reserves the right to claim all losses caused by Party B's breach of contract. right.

(6) After the listing of Party B’s shares is terminated, the listing fee paid will not be refunded.

Article 8 The execution and interpretation of this agreement shall be governed by the laws of the People's Republic of China.

Article 9 For matters not covered in this agreement, both parties shall implement them in accordance with relevant laws, regulations, rules and Party A’s business rules.

Article 10 Any disputes or controversies related to the interpretation or execution of this Agreement shall first be resolved by Party A and Party B through friendly negotiation. If the dispute cannot be resolved through negotiation within 30 days from the date of its occurrence, either party may submit the dispute to the China International Economic and Trade Arbitration Commission for arbitration in accordance with the then applicable arbitration rules, and the place of arbitration shall be Beijing. The arbitration award is final and legally binding on both parties.

Article 11 Both parties agree that after this agreement takes effect, if there are changes in applicable laws, regulations, rules and other normative legal documents and Party A’s business rules, the content and revision of the relevant provisions of this agreement will or the newly promulgated laws, regulations, rules, Party A's business rules, etc. conflict with the above, this part of the agreement will be automatically changed and the revised or newly promulgated relevant laws, regulations, rules, Party A's business rules, etc. shall prevail.

Notwithstanding the content of the preceding paragraph, other provisions of this Agreement that do not conflict with relevant laws, regulations, rules, and Party A’s business rules will continue to be effective.

Article 12 If Party B applies for termination or is terminated by Party A from listing on the National Equities Exchange and Quotations, this agreement will be automatically terminated from the date of termination of listing.

The termination of this agreement will not affect Party A's right to claim from Party B the payment of outstanding fees and late fees under this agreement in accordance with the law.

Article 13 This agreement shall take effect from the date of signature and seal by both parties. Both parties may supplement this Agreement in writing. The supplementary agreement signed and sealed by both parties shall be an integral part of this Agreement and shall have the same legal effect as this Agreement.

Article 14 This agreement is made in four copies, each party holding two copies.

Party A (official seal): Party B (official seal):

Legal representative Legal representative

Or authorized representative (signature): Or authorized representative (signature) ):

___________month_______________month___________year____month____Enterprise Transfer Agreement Part 3

Party A:

Party B:

Based on the principles of fairness, reciprocity, good faith and good faith, Party A and Party B have reached an agreement as follows through consultation on the transfer of all the company's assets from Party A to Party B.

1. The Provincial State-owned Assets Administration (hereinafter referred to as the State-owned Assets Administration) now authorizes Party A to sell the company's assets to Party B in accordance with the law. Party B agrees to purchase the company's assets on the premise that the People's Government (hereinafter referred to as the government) provides preferential policies. assets. The two parties have now agreed that the overall sale price of the assets is RMB 10,000. The price includes the price of all assets transferred by Party A and the state-owned land use rights transfer fee that Party B should pay to the land management department, as well as all taxes and fees that Party B should bear during the transfer process.

II. The company's assets include the following:

1. The state-owned land use rights of square meters located in , with the land number of , and the useful life is years.

2. House ownership located in square meters.

3. All machines, equipment, and facilities existing in the company's above-mentioned factory locations (including equipment information and all original company archives, spare parts, and office supplies). For a detailed list of equipment and buildings, please see the asset details of the company attached to the capital verification report of the audit firm, including a page of confirmation details of assets to be assessed and a summary sheet of confirmation of assets to be assessed.

4. The registered trademark of the company.

3. All claims and debts incurred by the company before the signing of this contract (including wages owed to employees, social insurance premiums and taxes) are not included in the transferred assets signed under this agreement and shall be Party A shall handle it by itself. If any litigation or dispute arises, Party A will handle it. If it affects Party B's normal operations, Party A will bear the corresponding liability for compensation. locAlhOst

4. Party A guarantees that the ownership of the assets transferred above is undisputed, unsecured, and has not been seized, and that Party A has complete ownership of the assets. If any disputes arise regarding the property rights of the purchased assets and all dairy companies before the agreement was signed, Party A will be responsible for handling them and bear Party B's losses resulting therefrom.

5. After the signing of this agreement, Party B will agree that after the first installment of payment is received, Party A promises to be responsible for handling the industrial and commercial registration, tax registration, and other related matters for Party B’s newly established company within fifteen days. Sanitary license, bank account opening, electricity and water transfer, land use rights change registration, and the State-owned Assets Supervision and Administration Bureau’s overall asset transfer form, environmental protection and other new company ownership are undisputed and relevant licenses required for production and operation, and the original company’s industrial and commercial cancellation ． Tax. Registration of land and other related property rights.

VI. Preferential policies provided by the government:

(1) Party B’s newly established enterprise shall enjoy the following preferential tax policies from the date of putting into operation:

1 , Water resources fees will not be collected for three years.

2. Environmental protection involves charging items. Except for items expressly prohibited by the state, the environmental protection department is responsible for handling environmental protection procedures. If environmental protection is involved, fees will be charged at a lower and lenient rate.

3. Ensure that the water, electricity and other energy supplies required by Party B are met, and at the same time ensure that the unit price is the lowest level in the local area.

4. The preferential conditions for taxation are subject to the attachment to the contract agreement.

5. Enjoy the latest preferential policies.

(2) In terms of supply, the government promises:

1. Purchase price

2. Responsible for coordinating the supply issues between Party B’s new enterprise and other enterprises When problems arise, such as when other companies have monopolistic tendencies, malicious squeezes, or unfair means to compete for purchases, the government should intervene and stop it in accordance with the law, and the government should support Party B in safeguarding its legitimate rights and interests in accordance with the law.

3. The government organizes relevant departments to sign an agreement with Party B.

(3) Responsible for coordinating commercial banks to provide loans according to enterprise development needs.

(4) The government allows Party B to utilize and redevelop the transferred assets.

1. Due to the limited land area and old building design and layout, Party B needs to expand its development during the operation process. When it is necessary to acquire land for the expansion (new) factory in the territory, the government promises to provide the most preferential treatment. The policies and supporting conditions are provided to Party B.

2. Due to the geographical location of the current factory site, Party B can change the land use function at the appropriate time according to the needs of production and operation, and enjoys the right to benefit from redevelopment, but it needs to apply for relevant procedures with the relevant departments of the local government. formalities.

The government convenes relevant competent departments to coordinate and implement the above preferential policies and confirm them in the form of office meeting minutes.

7. Payment deadline and asset transfer and handover procedures.

1. After signing this agreement, Party B will pay the first installment of 1 million yuan to the State-owned Assets Administration Bureau.

2. After the newly established company is established, Party B shall pay Party A the second installment of cash RMB.

3. Party A’s bank loan mutually recognized by Party A and Party B. The two parties agree that after the company is officially put into operation, Party A will arrange for the bank to sign a new re-loan contract with the new company for a period of more than one year, and Party B will bear and pay the principal of the new re-loan contract and the interest on the bank loan during the same period. This on-lending is offset against the total acquired capital, and the principal and interest are paid off within three years.

4. If Party A can help Party B apply for a loan with a term of more than one year at the bank, 50% of it will be paid to Party A as the purchase price, and the other 50% will be used by Party B, and the full interest will be paid to Party B. Pay.

Party A is responsible for handling the relevant warrant transfer procedures, and Party B cooperates (Party B is responsible for the production cost). The asset inventory shall be carried out by both parties simultaneously. Party A shall provide a detailed list of assets and the inventory shall be recorded in writing. The above work shall be completed within 15 days of signing the agreement.

8. Other Agreements

1. In order to protect and promote the economic construction and development of the twin cities and maintain economic stability, Party B promises to give priority to the employees of the original enterprise under the same conditions when establishing a new enterprise. , the newly established company has independent employment rights.

2. The asset leasing contract signed by the original company will be terminated from the effective date of this agreement. Party B’s new enterprise will sign a separate leasing contract with the original lessee. The main content of the contract is basically the same as the original leasing agreement. Change. If Party B's new enterprise relocates or expands its factory, the lease contract will be terminated, and the specific measures will be subject to the newly signed agreement.

9. Liability for breach of contract

After this agreement comes into effect, both parties shall perform the contract in good faith. If either party violates the agreement, it shall bear liability for breach of contract.

1. If Party A is unable to transfer assets in accordance with the law and complete the relevant legal asset certificates within the agreed period, Party A shall bear liability for breach of contract based on 10% of the total amount of assets transferred.

2. Party B shall ensure that the agreed payment is made on time within the agreed period.

If the agreed payment is still not delivered, Party B shall compensate for the loss at 10% of the amount payable during the same period.

3. The government should guarantee Party B’s supply and bear liability for breach of contract if there is any breach of contract.

4.

10. This agreement is equipped with attachments. The attachments are an integral part of this agreement and a necessary condition for this agreement to take effect. The attachments include:

1. A letter of authorization issued by the State-owned Assets Supervision and Administration Bureau authorizing Party A to transfer state-owned assets.

2. Detailed list of transferred assets.

3. Proof of land use rights (rights certificate and certificate from the Land Management Bureau).

4. Proof of property ownership (rights certificate and certificate from the housing authority).

5. Minutes of government office meetings.

6. Preferential conditions regarding taxation.

11. The place of performance of this agreement is agreed to be the location of Party B and the location of Party A. If a dispute arises due to the performance of this agreement that cannot be resolved through negotiation, the party raising the objection may choose one of the places of performance as the place of jurisdiction. Prosecution in court. After one party files a lawsuit, the other party's agreement on the place of performance is automatically cancelled.

12. Matters not covered in this agreement and matters that need to be changed will be determined in the form of a supplementary agreement after negotiation. The supplementary agreement has the same effect as this agreement.

13. This agreement is made in four original copies, with each party holding two copies and 10 copies, and the relevant departments each holding one copy.

Party A: Party B:

Legal representative: Legal representative:

Residence: Enterprise Transfer Agreement Part 4

Transferor: (hereinafter referred to as Party A)

Residence:

ID number:

Contact information:

Transferee: (hereinafter referred to as Party B)

Address:

ID number:

Contact information:

(hereinafter referred to as the partnership) in_ It was established in _____ on _____, month _____, year ____, with a total investment of RMB _____ million yuan. Among them, Party A accounts for _____% of the capital contribution, and Party A is willing to transfer its _____% capital contribution to the partnership to Party B, and Party B is willing to accept the transfer.

The shareholders' meeting of the partnership also agreed that Party B would transfer _____% of the equity owned by Party A in the partnership and become a limited partner.

In accordance with the provisions of the "Partnership Law of the People's Republic of China" and the "Contract Law of the People's Republic of China", Party A and Party B have reached an agreement on the transfer of capital contribution as follows after consensus through consultation. Agreement:

1. The price of the capital contribution transfer and the payment term and method of the transfer fee:

1. Party A occupies _____% of the capital contribution of the partnership, according to the original partnership partners The agreement stipulates that Party A should contribute RMB _____ million yuan, and the actual investment was RMB _____ million yuan. Party A now transfers its capital contribution of _____% of the partnership to Party B in the amount of RMB _____ million.

2. Party B shall pay the equity transfer payment in cash (or bank transfer) in _____ times according to the currency and amount specified in the preceding paragraph within _____ days from the effective date of this agreement. (or one-time payment) to Party A. After the transfer payment is completed, Party B shall enjoy the corresponding rights to income according to the partnership agreement.

2. Party A guarantees:

Party A guarantees that it has the full right to dispose of the capital contribution it intends to transfer to Party B, guarantees that the capital contribution is not pledged, and guarantees that its capital contribution has not been Seize it and protect it from third party recourse, otherwise Party A shall bear all economic and legal liabilities arising therefrom.

3. Sharing of profits and losses (including claims and debts) of the partnership:

This agreement shall take effect from the date of signature by both parties, and the partnership shall ____ from the date when Party B pays in full all transfer funds. _ Go to the industrial and commercial authorities to go through the change registration procedures within 10 days. After the change registration, Party B becomes the legal investor of the above-mentioned transferred "partnership enterprise" property. After this agreement comes into effect, Party B shall comply with the "Partnership Enterprise Law of the People's Republic of China" The provisions of the partnership agreement and the stipulations in the partnership agreement between the partners share the profits of the partnership and the corresponding risks and losses.

IV. Liability for breach of contract:

1. Once this agreement comes into effect, all parties must perform it consciously. If any party fails to fully perform its obligations in accordance with the provisions of the agreement, it shall be liable in accordance with the law and this agreement. Responsibilities stipulated in the agreement.

2. If Party B is unable to handle the change registration as scheduled due to reasons caused by Party A, or seriously affects Party B's ability to achieve the purpose of entering into this Agreement, Party A shall calculate the transfer amount paid by Party B in accordance with _____ Pay liquidated damages to Party B. If Party A's breach of contract causes losses to Party B, and the amount of liquidated damages paid by Party A is lower than the actual loss, Party A must compensate it separately.

5. Change or termination of the Agreement:

Party A and Party B may change or terminate this Agreement upon consensus. If this agreement is modified or terminated through negotiation, both parties shall sign a separate modification or termination agreement.

6. Burden of relevant expenses:

Relevant expenses incurred in the process of this equity transfer (such as witnessing, evaluation or auditing, industrial and commercial change registration, etc.) shall be borne by____ _bear.

7. Dispute resolution method:

Any dispute arising out of or related to this contract shall be resolved through friendly negotiation between Party A and Party B. If the negotiation fails, Party A and Party B shall register with the enterprise The People's Court with jurisdiction over the place of registration.

8. Conditions for validity:

This agreement shall become effective upon signature by both parties. Both parties shall handle the change registration procedures with the industrial and commercial administration authorities in accordance with the law within _____ days after this agreement takes effect and Party B pays off the transfer fee.

9. Others:

This agreement is made in quadruplicate. Party A and Party B each hold one copy, keep one copy on file, and go to the industrial and commercial authorities to register changes.

Transferor:

Signing date: _____ year _____ month _____ day

Transferee:

Signing Date: _____year______month_____day