中国国有企业股权转让协议 英文版Word文件下载.docx

1、5. Exclusion of Assets and Liabilities of the Company 76. Arrangement for Employees and Retirees of the Company 87. Accounts Receivable of the Company 98. Working Capital Loans of the Company 109. Tax Liabilities of the Company 1110. Further Exclusion of Assets and Liabilities of the Company 1111. C

2、ompletion and Payment of Transfer Price 1112. Representations and Warranties of the Parties 1213. Due Diligence by the Transferee 1414. Continuation of Business of the Company 1515. Termination 1516. Costs and Taxes 1617. Confidentiality and Public Announcement 1618. Governing law and Dispute Settle

3、ment 1719. Miscellaneous 17Schedule 1: Excluded Investments 19Schedule 2: Loan Guarantees 20Schedule 3: Special Accounts Receivable 21THISAGREEMENT is made in , China on this day by and between the following parties:（1） _（the name of the Transferor）, a company duly organized and validly existing und

4、er the laws of _ with its legal address at _ （the “Transferor”）; and（2） _（the name of the Transferee）, a company duly organized and validly existing under the laws of _ with its legal address at _ （the “Transferee”）.Whereas,A. _（the name of the subject company） is a State-owned enterprise duly organ

5、ized and validly existing under the laws of China （the “Company”）;B. the Transferor holds 100% of the ownership interest in the Company;C. the Transferor has agreed to sell 80% of its ownership interest in the Company to the Transferee for the price and on the terms set out in this Agreement. Upon t

6、he Transferees acquisition of such ownership interest, the Company shall become a Chinese-foreign equity joint venture.Now Therefore, The PartiesHave Agreed as Follows:1. Definitions1.1 In this Agreement, the following expressions shall have the following meanings:Accounts of the Company mean the au

7、dited balance sheet of Company dated 31 December , the profit and loss statement and cash flow statement of the Company for the fiscal year of and the interim accounts of the Company for the period from 1 January to 30 June .Approval Authorities means the Investment Approval Authority and the State

8、Asset Authority.Articles mean the Articles of Association of the JV Company to be executed by the parties together with this Agreement.Business Licence means the business licence of the JV Company issued by the Registration Authority following the approvals by the Approval Authorities of this Agreem

9、ent, the JV Contract and the Articles.Completion Accounts means the final balance sheet of the Company dated the day immediately preceding the Date of Completion, and the profit and loss statement and cash flow statement of the Company for the period from January to that date.Conversion means the co

10、nversion of the Company into a Chinese-foreign equity joint venture pursuant to this Agreement and the JV Contract.Date of Completion means the date of issuance of the JV Business Licence by the Registration Authority to the JV Company.Excluded Investments mean all equity interests owned by the Comp

11、any in companies, enterprises or other entities other than any subsidiary of the Transferee including without limitation the investments listed on Schedule 1.FSR means the feasibility study report on the JV Company to be signed by the parties together with this Agreement.Intellectual Property Rights

12、 mean patents, trade marks, service marks, trade names, internet domain names, rights in designs, copyright （including rights in computer software and databases）, rights in knowhow and other intellectual property rights, in each case whether registered or unregistered and including applications for

13、the grant of any such rights and all rights or forms of protection having equivalent or similar effect anywhere in China.Investment Approval Authority means _ or any other authority which is competent to approve this Agreement and the transaction contemplated hereunder according to the Chinese laws.

14、JV Company means the Company after being converted from a state-owned enterprise into a Chinese-foreign equity joint venture company pursuant to this Agreement and the JV Contract.JV Contract means the joint venture contract in respect of the JV Company to be executed by the parties together with th

15、is Agreement.Loan Guarantees mean all guarantees or other security granted by the Company in respect of the indebtedness of any third party, including without limitation all those guarantees and other security which are listed on Schedule 2.Main Business means the business of _ as currently carried

16、on directly by the Company.Ownership Interest means the eighty percent （80%） ownership interest in the Company to be transferred by the Transferor to the Transferee pursuant to the terms of this Agreement.Ownership Transfer means the transfer by the Transferor to the Transferee of the Ownership Inte

17、rest pursuant to this Agreement.Registration Authority means the _ Administration for Industry and Commerce, being the government authority for the registration of the JV Company and issuance of the Business Licence.State Asset Authority means the _ State-Owned Assets Administration or the relevant

18、functional division of the Municipal Finance Department.1.2 In this Agreement, the headings are inserted for convenience only and shall not affect the construction of this Agreement. 1.3 The Schedules form an integral part of this Agreement and any reference to this Agreement shall include the Sched

19、ules.2. Ownership Transfer and Transfer Price2.1 Subject to the terms of this Agreement, the Transferor shall sell and transfer, and the Transferee shall purchase, the Ownership Interest free from any mortgage, pledge, lien, security interest or other encumbrances and together with all rights attach

20、ed thereto.2.2 The total price payable by the Transferee to the Transferor for the Ownership Interest shall be United State Dollars （USD ） （equivalent to RMB ） （the Transfer Price）. The Transfer Price shall be paid in accordance with Clause 11 hereof.3. Conditions Precedent to Signing of Agreement3.

21、1 The execution of this Agreement shall be conditional upon each of the following conditions precedent being fulfilled:（a） a valuation report on the assets of the Company has been issued by a qualified appraisal firm jointly selected by the parties, and such report has been confirmed in writing by o

22、r registered with the State Asset Administration;（b） the registered capital of the Company has been increased to RMB （USD ） in accordance with FSR;（c） the Company has been converted to a limited liability company in accordance with the Company Law;（d） the Company has been released from all the Loan

23、Guarantees.3.2 The Transferor and the Company shall use their best endeavours to ensure that the above conditions precedent shall be fulfilled as soon as practicable and in any event by this _day.3.3 Each of the conditions precedent shall be fulfilled in accordance with the applicable laws and regul

24、ations of China and to the satisfaction of the Transferee. The Transferee shall be entitled in its absolute discretion, by written notice to the Transferor, to waive any of the conditions precedent either in whole or in part.4. Agreement Signing and Applications for Approval and Registration4.1 On o

25、r before this day of , the Transferor and Company shall provide the Transferee with copies of all documentation relevant to the fulfilment of the conditions precedent including any required approvals from the government authorities and consents of third parties. Each party shall also provide the oth

26、er party with evidence that it has obtained all necessary internal approvals and authorizations to enter into this Agreement and to perform its obligations hereunder. In addition, the Transferor shall also provide evidence that it has obtained all necessary approvals and authorizations from the rele

27、vant government authorities.4.2 Prior to the signing of this Agreement, the Transferor shall provide the Transferee with a legal opinion from an independent counsel qualified in China on the legality and validity of the fulfilment of the conditions precedent, and shall bear all the cost and expense

28、for obtaining such legal opinion. The selection of such independent counsel shall be subject to the approval of the Transferee. Unless it has given a waiver in writing, the Transferee shall be entitled not to sign this Agreement on the scheduled signing date if any of the conditions precedent has no

29、t been fulfilled pursuant to the terms hereof.4.3 Immediately after they have signed this Agreement, the JV Contract and the Articles, the Transferor shall submit this Agreement to the State Asset Authority for approval or registration as the case may be and the parties shall make a joint applicatio

30、n to the Investment Approval Authority for approval of the Ownership Transfer and the Conversion. After the Approval Authorities have granted such approvals, the Company shall promptly apply to the Registration Authority for the registration of the JV Company and issuance of the Business Licence. Th

31、e Transferee shall be entitled not to endorse any such application if any condition precedent previously waived by it has not been fulfilled prior to the making of the application.4.4 Transferor and the Company shall provide the Transferee with copies of all application materials submitted to the Approval Authorities and Registration Authority, and shall keep the Transferee informed of any communication