Since China established the policy of opening to the outside world and attracting investment, a large number of foreign capitals have poured into our country, which has brought advanced technology and management experience to our country, but at the same time, a large number of foreign-funded enterprises have used transfer pricing, especially intangible assets transfer pricing, to evade taxes. So what should we pay attention to when signing asset transfer contracts? The following is an example of an asset transfer contract that I have compiled for you. Welcome to read it.
Simple fixed assets transfer contract model 1
Party A (transferor):
Principal:
Address:
Party B (transferee):
Legal representative:
Address:
This agreement was signed at (address):
Whereas: On July 31, 2, Party A announced the portfolio of assets to be sold, and informed Party B in writing (including in the form of electronic CD) of the adjustment of the portfolio of assets to be transferred and the assets in the portfolio before Party B bid. Party B has fully understood the status of non-performing assets in the asset package, and both parties unanimously agree to use the assets in the asset package (including the principal and interest of creditor's rights, equity assets, physical assets, debt-paying assets, relevant litigation costs and off-balance-sheet interest) and other property rights as the transfer targets of this transaction. The final target amount is subject to the data approved by Party A and reported to the relevant regulatory authorities for the record, and the relevant information has been listed in the annex to this agreement.
2. under the current situation of the transferred subject matter, through negotiation, Party A agrees to transfer all the master rights and corresponding subordinate rights under the subject matter to Party B at the consideration agreed in this agreement. Party B agrees to accept these transfer targets and pay the transfer price to Party A in full according to the agreement.
Article 1 Transfer Target
1.1 Party A agrees that the total balance of creditor's rights (equity) of creditor's rights assets is RMB (in words) yuan (in figures), RMB (equity) assets and RMB (debt-paying assets) up to 33 years (days) of the transfer asset delivery "base date".
1.2 all receipts
received during the period from the "base date" of asset delivery to the completion of all asset delivery procedures are transferred to Party B together.
article 2 transfer price and payment
2.1 the transfer price of the transfer object under this agreement is RMB (in words) and RMB (in figures).
2.2 within seven days after the signing of this agreement, the original deposit of RMB (in words) and RMB (in figures) paid by Party B will be paid to Party A as the down payment, and at the same time, Party B shall pay 5% of the remaining payables, namely RMB (in words) and RMB (in figures) within 3 days after the signing of this agreement, and pay off all the transfer price within 45 days after the signing of this agreement. However, Party B may pay the full amount in advance. The above-mentioned price shall be transferred to the account designated by Party A in one lump sum (since Party B has already paid the deposit and deposit of RMB 1, yuan, the remaining unpaid amount of the transfer price actually paid by Party B this time is RMB (in words) (in figures). Party a's bank:
account name:
account number:
2.3 If Party B fails to pay the transfer price in full within seven days after the signing of this agreement, Party A has the right to demand Party B to make up the remaining unpaid transfer price within five working days from the eighth day after the signing of this agreement, and at the same time has the right to demand Party B to pay the penalty for breach of contract, and the calculation standard of the penalty for breach of contract is calculated from the eighth day after the signing of this agreement, and every natural day is delayed.
2.4 if party b fails to perform the provisions in 2.2 and 2.3 as scheduled, it is a breach of contract, and party a has the right to dissolve this agreement and take all corresponding measures. Party B solemnly promises that if Party B unilaterally breaches the contract as described in this paragraph, Party A will not refund the down payment that Party B has paid to Party A, and it will be treated as liquidated damages paid by Party B to Party A..
article 3 transfer of assets and rights within the transfer target
3.1 the assets and rights within the transfer target shall be transferred from party a to party b from the date when party b pays the transfer price stipulated in article 2.1 of this agreement.
3.2 when the assets and rights within the transfer target are transferred, all the related subordinate rights (including but not limited to guarantee creditor's rights, mortgage rights and pledge rights) are also transferred to party b. Where the relevant assets or rights need to go through the formalities of property right transfer or change of obligee, Party B shall be responsible for the formalities and bear the relevant expenses, and Party A shall provide assistance in the formalities.
3.3 when transferring the assets and rights within the scope of the subject matter, the agency agreement (contract) related to the subject-matter creditor's rights and assets involving intermediaries is also transferred to party b. Unless the trustee agrees, or there are reasons for dissolution as agreed in the contract, Party B, as the new entrusting party, shall continue to be bound by the original principal-agent agreement (contract), and inherit from Party A and the trustee
3.4 Within 3 working days from the date when Party B pays all the money as agreed in Article 2 of this agreement, Party A and Party B shall complete the relevant procedures for asset delivery and data handover. The payment period agreed in 2.2 of this Agreement and the period when Party A and Party B handle the relevant formalities of asset delivery and data handover shall be the asset custody period of Party A and Party B, and the income generated from the transfer of the subject matter within the custody period shall be owned by Party B.. After the relevant procedures for asset delivery and data handover are completed, Party A will no longer be responsible for the management of assets (rights) and relevant data within the scope of the transfer target. (Except that Party B entrusts Party A with management). Party A shall, within 6 days after the Contract (or a longer period agreed by Party B), notify the obligor of each asset that the assets (rights) under this Agreement have been transferred from Party A to Party B by means of a joint announcement by Party A and Party B (or by other means in accordance with applicable laws and regulations when necessary).
3.5 if party b can fully perform the stipulations in article 2 of this agreement, party a agrees to notify the obligor of each asset by means of a joint announcement of party a and party b (or by other means in accordance with applicable laws and regulations if necessary) within 6 days after the signing of this agreement (or a longer period agreed by party b in writing). Within 3 working days from the date when Party B pays off all the money as agreed in Article 2 of this Agreement, Party A and Party B shall complete the relevant procedures of asset delivery and data handover. These 3 working days are the custody period of the assets of Party A and Party B, and the income generated from the transfer of the subject matter during the custody period belongs to Party B.. Party A will no longer be responsible for the management of assets (rights) and related materials within the scope of the transfer after the relevant procedures of asset delivery and data handover are completed.
3.6 Party A shall deliver or provide Party B with the following documents at the time of delivery:
3.6.1 Original or copy of Loan Contract (if any)
3.6.2 Original or copy of Guarantee Contract (if any)
3.6.3 Original or copy of Guarantee Contract (if any).
3.6.5 Original or photocopy of litigation documents (if any)
3.6.6 Original or photocopy of settlement agreement, court judgment or transfer agreement (if any)
3.6.7 Original or photocopy of registration certificate of other rights of land use right (if any)
3.6.8 Original or photocopy of registration certificate of other rights of houses and buildings.
3.6.9 original or photocopy of the confirmation of real estate mortgage (if any)
3.6.1 original or photocopy of other property registration certificate (if any)
3.6.11 relevant agreements reached by the original obligee and Party A when the original obligee transfers the transfer object to Party A, And the original or photocopy of the relevant transfer notice (if any)
3.6.12 The original or photocopy of the relevant collection notice and receipt (if any)
3.6.13 The original or photocopy of other documents included in the "Investor Review Document"
3.6.14 Other original or photocopy of relevant materials that Party A thinks should be handed over (if any) Relevant agreements on matters within the management period
34.17 According to the provisions of the Company Law, other shareholders of the original holding enterprise of Party A have the priority to purchase the equity assets in the asset package transferred by Party A under the same conditions. Party A has fulfilled its obligation to inform the board of directors of the original holding enterprise and other shareholders through the secretary of the board of directors about the packing and transfer of its original equity assets of Tianjin Industrial Investment Co., Ltd., Tianjin Equipment Transfer Leasing Company and Tianjin Jin Rong Investment Co., Ltd. In view of the particularity of equity assets, during the management period of * * * after the signing of this Agreement, Party B entrusts and authorizes Party A to negotiate with the relevant shareholders of the three companies mentioned in this paragraph to deal with relevant issues. The specific entrusted and authorized contents and other related issues shall be agreed by both parties in the relevant entrustment agreement signed separately. * * * After the end of the custody period, Party A will no longer participate in the management and handling of equity assets in the asset package. During or after the period of * * * management, Party B shall exercise and dispose of the rights of equity assets involved in the transferred asset package (such as the preemptive right of other shareholders of the enterprise in which Party A holds shares) in accordance with the relevant provisions of the Company Law. If other shareholders of the above-mentioned three enterprises request to exercise the preemptive right, and the purchase price is not lower than the price listed by Party A (see the annex to this agreement for relevant prices), Party B will unconditionally approve it. If the quotations of other shareholders are lower than those listed by Party A, Party B shall negotiate with other shareholders to determine the transfer price or Party B shall authorize Party A to negotiate with other shareholders to determine the transfer price.
34.28 during the * * management period specified in 3.4 after the signing of this agreement, if Party B entrusts Party A with the management and disposal of some or all of the assets within the scope of the target, Party A will charge Party B an entrusted agency management fee of 2% of the recovered cash.
4.3 beyond the * * management period stipulated in this agreement, the specific entrusted and authorized contents and other related issues shall be agreed by both parties in the relevant entrustment agreement signed separately. If Party B needs to entrust Party A to extend the period of management and disposal of some assets, the fees, scope and other related matters shall be agreed upon by both parties in the relevant entrustment agreement signed separately. Then in the relevant entrustment agreement signed by both parties separately, the relevant matters including the entrusted agency fee and the scope of entrusted agency shall be clearly stipulated. Article 4.5 assumption of tax burden
4.1 the tax burden arising from the transfer of creditor's rights and assets under this agreement shall be borne by both parties in accordance with the provisions of relevant laws and regulations.
Article 5 Other Special Agreements
5.1 Status of the transfer target: There may be various legal and factual defects in the non-performing assets in the asset package. Party A sells according to the status quo, and Party B buys according to the status quo. Party B promises not to ask China Huarong Asset Management Company, Party A, Industrial and Commercial Bank of China and its branches and governments at all levels in China for any defects or disputes that may exist in the authenticity, legality and realization of interests of any single or multiple assets in the asset package, and China Huarong Asset Management Company, Party A, Industrial and Commercial Bank of China and its branches and governments at all levels in China will not bear any responsibility.
5.2 in view of the possibility that the transfer target may be guaranteed by state organs, public institutions and social organizations, Party B promises not to exercise recourse and claim compensation from the above-mentioned guarantee subjects.
5.3 in view of the fact that before the signing of this agreement, Party A has actually managed and disposed of some of the underlying assets and done relevant work for the purpose of safeguarding rights, Party B agrees to unconditionally recognize and accept all or part of Party A's disposal of the underlying assets or the measures taken for the purpose of safeguarding rights and the corresponding disposal results before the effective date of this agreement.
5.4 after party a transfers the above-mentioned creditor's rights, party a requires party b to claim the rights from the obligor by means and methods permitted by national laws and regulations, and party b's signing of this agreement is deemed to be aware of this requirement of party a ..
5.5 from the date when party b signs this agreement, party b will be assigned the transfer target mentioned in article 1 of this agreement. Where the relevant assets or rights need to go through the formalities of property right transfer or change of obligee, Party B shall be responsible for the formalities and bear the relevant expenses, and Party A shall provide assistance in the formalities.
5.6 after party b receives the above-mentioned creditor's rights assets, any objection of the obligor and the third party to the transfer target involved in this agreement has nothing to do with party a .. According to Party B's requirements, Party A shall assist Party B to handle the formalities for changing the obligee of the mortgaged assets or related litigation items in the transfer target.
5.7 after party b receives the above creditor's rights, any objection of the obligor and the third party to the transfer target involved in this agreement has nothing to do with party a ..
article 6 representations and warranties
6.1 representations and warranties of party a
6.1.1 the subject matter of the transfer under this agreement is a financial non-performing asset, which has the risk characteristics that part or all of it cannot be recovered and the difficulty of repayment.
6.1.2 party a is a legally established non-bank financial institution, which enjoys the legitimate rights and interests of the transfer target and has the right to transfer the assets and rights within the transfer target to party b according to law.
6.1.3 party a promises to keep confidential any business information and data (whether in writing or other forms) of party b that it has learned as a result of signing and performing this agreement, and will not disclose it to any third party in writing, orally or in any other form. however, according to
6.1.4, party a has transferred the transfer target mentioned in article 1 of this agreement according to the current situation, and the transfer target may have defects, such as assets in the attached table. Property right assets are occupied by others or there is a lease relationship; Some underlying assets may have tax arrears and arrears; Some creditor's rights and subordinate rights have not been confirmed by the court; Some may have exceeded the statute of limitations; Some assets in the process of litigation or execution, the original creditor may owe some fees; The applicant is the original obligee, and the client has not applied for change; Some creditor's rights may not be applied for enforcement after litigation, and some creditor's rights in execution have been partially recovered; After some debtors returned the money to the original obligee, the original obligee failed to transfer the money to our office in time, resulting in differences between the transferred creditor's rights and the actual creditor's rights; In some cases, the debtor or guarantor was dismissed or handed over to the public security organ for investigation because of suspected criminal offences; Some debtors, mortgagors or guarantors of creditor's rights have objections to the amount of debt, the validity of mortgage and the validity of guarantee; Some collateral of creditor's rights may have been disposed of or lost, and some debt enterprises, debt guarantors and mortgagors may have gone bankrupt or be about to face bankruptcy liquidation.
6.1.5 if there are real right assets or related collateral in the transfer target of party a, it involves the use of state-owned allocated land.