英文股权转让协议Word文件下载.docx

1、 and ABC股份有限公司是一家依据巴巴多斯法律组织和成立的公司，其法定地址在XX。以下简称为转让人。EFG INTERNATIONAL TRUST CO., LTD., a limited liability company registered with the Harbin Administration of Industry and Commercial with its legal address at , PRC （the “Transferee”）. EFG国际信托有限责任公司，是一家在哈尔滨工商局注册的有限责任公司，其法定地址在XX，以下简称为受让人。Transferor a

2、nd Transferee may be collectively referred to as the “Parties” and individually as a “Party”.RECITALSWHEREAS,鉴于 Jinan HIJ Real Estate Developing Co., Ltd. （置业有限公司） （the “Company”） is a cooperative joint venture company established by Transferor and Transferee in accordance with the Joint Venture Con

3、tract and the Articles of Association signed by the Parties. Transferor holds 50% of the equity interest股权 in the Company.WHEREAS, Transferor desires to sell to Transferee, and Transferee desires to purchase from Transferor the equity interest which Transferor holds in the Company in accordance with

4、 the terms and conditions set out hereunder （the “Transaction”）. InterpretationDefinitions. Unless otherwise defined in this Agreement, capitalized terms used in the English version of this Agreement and the terms in bold used in the Chinese version of this Agreement shall have the following meaning

5、s: “AIC” means Jinan Administration for Industry and Commerce or its competent local counterpart.及其相关分支机构。指济南是工商局或其相关分支机构“Business Day” means any day except Saturday, Sunday and legal holidays in the PRC.“Closing” 交割has the meaning ascribed thereto in Section 4.“Closing Date” means the date on which

6、 the Closing shall take place.“Consideration” has the meaning ascribed thereto in Section 3.1. “Encumbrance”产权负担，权利负担，权益负担。 means any claim, charge特别担保, easement, encumbrance, lease, covenant, security interest （including, without limitation, any mortgage, pledge or lien抵押，质押和留置）, option, rights of

7、others, restriction （whether on voting, sale, transfer, disposition or otherwise）, or cloud on title产权不清晰 or any title defect, whether imposed by agreement, understanding理解, law, equity or otherwise, but excluding any restriction on transfer imposed pursuant to the articles of association of the Com

8、pany. 指任何不论是由合同、协议、法律、衡平法或是其他施加的主张、指控、地役权、留置权、租赁、合约、担保利益基于。产生的“Transferred Equity” means the 50% of equity interest of the Company which Transferor holds. “Material Adverse Change” means any progress or change which has a material adverse effect on the Company and results in breach, impossibility of

9、 performance or meaninglessness to continue the performance of this Agreement.“Examination and Approval Authorities” means Jinan Municipal Foreign Trade and Economic Cooperation Bureau, which is competent to approve this Agreement.“SAFE” means the State Administration of Foreign Exchange or its comp

10、etent local counterpart. 相关的地方分支机构 “Escrow Agreement” means the escrow agreement to be entered into among Transferor, Transferee and Hana bank韩亚银行, Harbin Branch （the “Escrow Bank”） within 60 days following the execution签署 date of this Agreement, under which an escrow account will be opened （the “Es

11、crow Account”） within the Escrow Bank for holding the payments due under this Agreement. 在托管协议项下，而不是本协议项下。托管协议“Transfer Notice” have the meaning ascribed under Escrow Agreement. “PRC” or “China” means the Peoples Republic of China, solely for purposes of this Agreement, excluding Hong Kong, the Maca

12、u Special Administrative Region and Taiwan.中国 “Effective Date” means the date on which this Agreement is approved by the Examination and Approval Authorities.Sale and Purchase of equity interestSubject to根据 the terms and conditions hereof, at the Closing, Transferor shall sell to Transferee, and Tra

13、nsferee shall purchase from Transferor the Transferred Equity free of any Encumbrance. 无权利负担状态下的被转让股权。All the obligations, rights and interests in connection with the Transferred Equity, including but not limited the seats on the board of directors董事会席位, voting rights投票权 and rights of allocation of

14、dividends shall be transferred from Transferor to Transferee as of the Closing Date.Consideration and PaymentThe Parties agree that the consideration of Transferors sale of the Transferred Equity is RMB225,224,179 （the “Consideration” or “Equity Transfer Price”）. Transferee shall pay the Considerati

15、on in USD of RMB equivalent与人民币等值的美元. Unless otherwise agreed in writing, the Equity Transfer Price shall be definite, from signing of this Agreement till the Closing Date, the profit and loss incurred by the Company during its normal operation shall not be considered into the Equity Transfer Price;

16、 and any change in the operational and financial status of the Company shall not constitute a reason for either Party not to pay, transfer or assign all of any Equity Transfer Price or the Transferred Equity, or to request an increase or reduction, early or late payment of the Equity Transfer Price,

17、 or to change any terms under this Agreement.The Transferee shall pay the Transferor the Equity Transfer Price at the time as set out below:在。之前before 30 April 2011, the Transferee shall pay RMB60,000,000 to the Transferor;before 30 June 2011, the Transferee shall pay RMB65,000,000 to the Transferor

18、; before 31 August 2011, the Transferee shall pay RMB85,000,000 to the Transferor; andbefore 31 December 2011, the Transferee shall pay the remaining of RMB15,224,179 to the Transferor.To advance the Transaction, Transferee shall pay the Transferor the Consideration using an agreed mechanism of Escr

19、ow Account according to Escrow Agreement and the Consideration shall be paid into the Escrow Account in two installments in the following way:RMB125,224,179 shall be paid to the Escrow Account no latter than May 30, 2010;RMB100,000,000 shall be paid to the Escrow Account no latter than August 4, 201

20、0.After this Agreement being approved by the Examination and Approval Authorities and SAFE and a Transfer Notice has been given by Transferor to Escrow Bank as provided under Escrow Agreement, then Transferee shall cause促使 the Escrow Bank to convert into US dollars based on the rate of the Escrow Ba

21、nk and pay the consideration to Transferor according to Section 3.2 within 3 days针对payde 的规定 following Transferors Transfer Notices to the offshore account of Transferor as set out in Section 3.8 below. The relevant conversion commission charged by bank shall be borne by the Transferee.The Parities

22、agree that, for avoidance of doubt为避免疑虑 歧义, Transferee shall be obliged to pay the Consideration in full without the right to make any set-off, deduction or withholding （other than taxes or fees levied on the transferor if and to the extent required by the relevant tax authorities or SAFE, or deduct

23、ed pursuant to the board resolution of the Company or otherwise agreed in writing by the Parties;） notwithstanding the above said , Transferee shall undertake that in no case shall any tax or fees be imposed on Transferors equity injection into the Company. In the event tax authorities or other gove

24、rnment bodies require Transferee to withhold taxes or fees from the Consideration payable to Transferor, Transferee may withhold relevant amount from Consideration in accordance with the requirement of the tax demand or other similar documents, and pay the withheld amount to the tax authorities or o

25、ther government bodies, provided that Transferee shall provide Transferor with the tax return or other similar documents within thirty （30） days after the date of payment to evidence the withholding tax has been paid to the tax authorities or other government bodies. Notwithstanding the above said,

26、Transferee shall undertake to gross-up承担 补足 any tax that may be imposed on Transferors equity injection of RMB125 million which represents part of the Equity Transfer Price. If, for any reason, such tax is levied upon Transferor E or its assignee代理人，受让人、继受人, Transferee shall not deduct such tax from

27、 the Equity Transfer Price but rather promptly pay it from its own resources so that the Equity Transfer Price shall remain unchangedIf Transferee fails to make payment as stipulated under Section 3.2, Transferor is entitled to overdue interest from the day on which the payment is due till the date

28、when full outstanding amount is paid to and received by Transferor at an interest rate of 1 daily. If for any reason Transferee fails to fully cooperate with the Examination and Approval Authorities and SAFE which cause Equity Transfer Price cannot be paid on time pursuant to this Agreement, and/or

29、pay or cause the Escrow Bank to remit汇款 any or all the Equity Transfer Price and any interest accumulated thereon within 5 days following approval of SAFE and the Transfer Notice given by Transferor to the Escrow Bank, such failure shall be regarded as material breach （the “Material Breach”） under t

30、his Agreement, then without derogating from any other remedy available to Transferor under any agreement, applicable law or otherwise, Transferor has following options （i） continue to perform this Agreement and Transferee is still obliged to pay the Equity Transfer Price and overdue interest; or （ii

31、） to terminate this Agreement, while all the payments made to Escrow Account shall be deemed as liquidated damage of Transferor. Transferor shall issue a Default Notice according to Escrow Agreement and Escrow Bank will release above liquidated damage to an account designated by Transferor. Additionally, Transferee shall pay RMB180 million to Transferor as compensation to its losses. Notwithstanding Sections 3.5 and 3.6 above, the Parties agree that upon the occurrence of Material Breach, Transferor is entitled to assign i