Share Transfer Agreement

Part 1 of the Share Transfer Agreement

Party A: _________ Legal address: _________ Legal representative: _________ Position: _________

Authorized agent: _________ID number: _________Correspondence address: _________Postal code: _________Contact person: _________Tel: _________Fax: _________Account number: _________E-mail: _________

Party B: _________ Legal address: _________ Legal representative: _________ Position: _________

Authorized agent: _________ ID number: _________ Correspondence address: ________ Postal code: _________ Contact person: _________ Telephone: _________Fax: _________Account number: _________E-mail: _________

In compliance with the "Company Law of the People's Republic of China" and other relevant laws and regulations, based on the principle of equality and mutual benefit, through the promoters of A and B After friendly negotiation, we decided to establish "____________ Co., Ltd." (hereinafter referred to as the company) and signed this agreement.

Article 1 Company Overview

1. The name of the limited liability company applied for establishment is proposed to be "___________ Co., Ltd.", and there are several alternative names of different font sizes. The company name Subject to approval by the company registration authority.

2. The company’s residence is planned to be located in Building (room) ________, No. _____________ Road, _________, _________ District, _____________ City.

3. The company’s organizational form is: a joint stock limited company. The company has an independent legal personality.

4. Responsibility: The company adopts the method of establishment by raising funds. Each shareholder bears limited liability to the company to the extent of the shares subscribed, and the company bears responsibility for the company's debts with all its assets.

Article 2 Company Purpose and Business Scope

The company’s business purpose is: _________.

The company’s business scope is: Mainly engaged in _________, and concurrently engaged in _________.

Article 3 Equity Structure

1. The company adopts the method of establishment through raising funds, and the objects of raising funds are legal persons and the public.

2. The shares subscribed by the company’s promoters account for _________% of the total shares, and the remaining shares are publicly raised from the public.

3. The shareholders of the company shall be subject to the subscribers at the time of registration.

4. The company’s total capital is RMB___________ yuan.

5. The entire capital of the company is divided into equal shares. Shares of a company come in the form of stocks, which are securities issued by the company. After the establishment of the joint-stock company, it plans to issue approximately _________ million shares in the domestic secondary market. The specific amount will be determined by a resolution of the shareholders' meeting.

6. The company’s shares are registered, and the shares held by shareholders are written certificates for their subscription of shares.

Article 4 Classes of Shares

The shares of a joint-stock company are set as RMB ordinary shares when the joint-stock company is established, with the same shares having the same rights and the same benefits.

Article 5: The amount and proportion of sponsor subscriptions

Party A holds _________% of the equity of the limited liability company as of the date of _________ The audited net book assets on _________month________ are equivalent to _________ million shares of the joint-stock company, accounting for _________% of the total share capital of the joint-stock company;

Party B uses the limited liability held by Party B ________% of the company's equity, based on the audited net book assets of the limited liability company as of _________month________day of _________year, is equivalent to _________ million shares of the joint-stock company, accounting for _________ of the total share capital of the joint-stock company %;

Party C uses _____________% of the equity of the limited liability company held by Party C, based on the audited net book assets of the limited liability company as of _________month________day of _________year, Equivalent to _________ million shares of the joint-stock company, accounting for _________% of the total share capital of the joint-stock company.

Article 6 Other Capital Contributions

The parties to the contract agree that the sponsor ________ shall contribute capital in kind, and the subject of investment shall be _________ equipment (industrial property rights, non-patented technology, land use Rights), agreeing to _________ appraiser to discount the target price by _________ yuan, equivalent to _________ shares.

Article 7 Payment Time

Within ________ days after the _________ government approves the establishment of a joint-stock company, a certified public accountant shall verify the capital of the joint-stock company and issue a capital verification certificate to confirm The amount of investment and shareholding ratio of each party in the joint-stock company, and the joint-stock company will issue investment certificates to each party.

Article 8 Preparatory Committee

(1) According to the proposal of the promoters, a company preparatory committee shall be established. The preparatory committee shall be composed of persons recommended by the promoters. The preparatory committee shall be responsible for the preparation of the company during the establishment period. All activities. The Preparatory Committee has an office and implements a daily work system.

(2) Responsibilities of the Preparatory Committee

1. Responsible for organizing the drafting and contacting the sponsors to sign relevant economic documents.

2. Responsible for reporting to government departments and requesting approval for company establishment and other matters.

3. Responsible for carrying out the fundraising work and ensuring the safety of the capital.

4. Organize and host the company’s founding meeting and the first general meeting of shareholders within 30 days after all subscriptions are completed.

5. Responsible for contacting shareholders and listening to their opinions on the composition and selection of the board of directors and operating management agencies; and responsible for making proposals to the company’s first general meeting of shareholders to fairly and reasonably select the company’s relevant agency personnel.

(3) Members of the Preparatory Committee will not be paid any salary, and certain subsidies will be issued as appropriate after the company is successfully established. Reasonable expenses incurred shall be reimbursed by the company after being approved by the company's founding meeting. The remuneration of the promoters shall be negotiated by each promoter and submitted to the company's founding meeting and the first general meeting of shareholders for approval.

(4) The preparatory committee will be formally established from the date of signing of the contract. After the company's founding meeting and first shareholders' meeting are held and directors are elected, the preparatory committee will dissolve on its own.

Article 9 Organizational Structure

1. The highest authority of a joint-stock company is the shareholders’ meeting.

2. A joint-stock company shall establish a board of directors, composed of ________ directors.

3. A joint-stock company shall establish a board of supervisors, composed of ________ supervisors.

4. The joint-stock company shall establish an operation and management organization.

Article 10 Rights of Sponsors

1. *** agree to decide on major matters regarding the change of limited liability to a joint-stock company;

2. When this agreement When the agreed conditions change, they have the right to be notified and express their opinions;

3. When other sponsors breach the contract or cause losses, they have the right to receive compensation or compensation;

4. After a joint-stock company is established in accordance with the law, each promoter becomes an ordinary shareholder of the joint-stock company;

5. All parties shall enjoy the rights that the promoters and shareholders should enjoy in accordance with the provisions of the law and the articles of association of the joint-stock company.

Article 11 Obligations of Promoters

1. Engage in joint-stock company establishment activities in accordance with relevant national laws and regulations. No promoter shall engage in illegal activities in the name of initiating the establishment of a company. ;

2. All documents and certificates required for the application and registration of a joint-stock company should be provided in a timely manner, and various services and conveniences should be provided for the establishment of a joint-stock company;

3. After the joint-stock company is established in accordance with the law, in accordance with the provisions of the law and the articles of association of the joint-stock company, each promoter shall bear the obligations and responsibilities that the promoters and shareholders should bear as ordinary shareholders of the joint-stock company;

4. Sponsorship After a person pays the share price or delivers the capital contribution to offset the share price, his or her share capital shall not be withdrawn unless the shares are not fully raised on time, the founder fails to convene the founding meeting on time, or the founding meeting decides not to establish the company;

< p> 5. When the company cannot be established, the promoters shall be jointly and severally liable for the debts and expenses incurred by the establishment;

6. When the company cannot be established, the promoters shall be responsible for the shares paid by the subscribers , shall be jointly and severally liable for the return of the share capital and the addition of bank deposit interest for the same period;

7. During the establishment of the company, if the company's interests are damaged due to the fault of the promoters, the company shall be liable for compensation.

Article 12 Expenses

1. All expenses required in the process of establishing a joint-stock company shall be jointly budgeted by the sponsors, and the expenditure items shall be listed in detail.

2. In actual operation, the funds shall be used reasonably according to the listed projects, and the sponsors shall supervise each other's use of expenses. After the joint-stock company is established, it will be included in the expenses of the joint-stock company.

Article 13 Finance and Accounting

1. The company shall establish its financial and accounting systems in accordance with laws, administrative regulations and the provisions of the financial department of the State Council.

2. The company shall prepare financial accounting reports at the end of each fiscal year and have them audited by an accounting firm in accordance with the law. Financial accounting reports shall be prepared in accordance with laws, administrative regulations and the provisions of the financial department of the State Council.

3. In the first three months of each business year, the company prepares the balance sheet, profit and loss statement and profit distribution plan for the previous year and submits them to the board of directors for review and approval.

4. The financial accounting report shall be provided to the company twenty days before the annual general meeting of shareholders for shareholders to review.

5. When the company distributes after-tax profits for the year, it shall withdraw 10% of the profits and put them into the company's statutory public reserve fund. If the cumulative amount of the company's statutory reserve fund exceeds 50% of the company's registered capital, no further withdrawals may be made.

6. If the company’s statutory reserve fund is insufficient to make up for losses in previous years, it shall first make up for the losses with the current year’s profits before withdrawing the statutory reserve fund in accordance with the provisions of the preceding paragraph.

7. After the company withdraws the statutory public reserve fund from the after-tax profits, it can also withdraw the optional public reserve fund from the after-tax profits upon resolution of the shareholders' meeting or general meeting of shareholders. The remaining after-tax profits after the company has made up for its losses and withdrawn the public reserve fund shall be distributed according to the proportion of shares held by shareholders, except where the articles of association of a joint-stock company stipulate that distribution is not based on the proportion of shareholdings.

8. If the shareholders' meeting, general meeting of shareholders or the board of directors violates the regulations and distributes profits to shareholders before the company makes up for its losses and withdraws the statutory reserve fund, the shareholders must return the profits distributed in violation of the regulations to the company. The company's shares held by the company may not distribute profits.

9. The company shall provide true and complete accounting vouchers, accounting books, financial accounting reports and other accounting materials to the accounting firm hired, and shall not refuse, conceal or make false statements.

10. In addition to the statutory accounting books, the company shall not establish any other accounting books. Company assets may not be opened in an account in the name of any individual.

Article 14 Liability for Breach of Contract

1. Any violation of the relevant terms of this Agreement and its guarantees and commitments by any party to this Agreement shall constitute a breach of contract by that party and shall bear corresponding liability. civil liability.

2. If any party violates the relevant provisions of this agreement and is unwilling or unable to be a promoter of a joint-stock company, resulting in the inability to establish a joint-stock company, it shall constitute a breach of contract by that party, except that the party shall bear the liability In addition to the cost of changing the type of company, the company should also compensate for the losses caused to the limited liability company and other sponsors who performed the contract. If the defaulting party transfers its equity in the limited liability company to a third party with the consent of other sponsors, it may be exempted from this liability.

Article 15 Statements and Warranties

The parties signing this sponsor agreement make the following statements and warranties:

(1) All parties to the sponsors Be a natural person with independent civil capacity and have the legal right or authority to enter into this Agreement.

(2) The funds invested by the sponsors into the company are all legal property owned by the sponsors.

(3) The documents and information submitted by the sponsors to the company are true, accurate and effective.

Article 16 Confidentiality

Each party to the contract guarantees to keep confidential the documents and documents learned during the discussion, signing and execution of this agreement that belong to other parties and cannot be obtained from public channels. Information (including business secrets, company plans, operational activities, financial information, technical information, operating information and other business secrets) shall be kept confidential. Without the consent of the original provider of the information and documents, other parties shall not disclose all or part of the trade secrets to any third party. Except where otherwise provided by laws and regulations or otherwise agreed upon by the parties. The confidentiality period is _________ years.

Article 17 Notices

1. All notices issued by one party to the other party according to this contract, as well as document exchanges between the parties and notices and requirements related to this contract, etc., It must be in writing and can be delivered by ________ (letter, fax, telegram, delivery in person, etc.). If the above methods cannot be delivered, the method of delivery can be adopted.

2. The correspondence addresses of all parties are as follows: _________.

3. If one party changes its notice or mailing address, it shall notify the other party in writing within ________ days from the date of change; otherwise, the party that has not notified shall bear the relevant responsibilities arising therefrom.

Article 18 Changes to the Contract

During the performance of this contract, if any special circumstances occur and any party A, B, or C needs to change this contract, the party requesting the change shall promptly write in writing Notify other parties, and after obtaining the consent of other parties, all parties shall sign a written change agreement within the specified time limit (within ________ days after the written notice is sent), and the agreement will become an integral part of the contract. No party has the right to change this contract without a written document signed by all parties. Otherwise, the economic losses caused to the other party will be borne by the responsible party.

Article 19 Transfer of Contract

Except as otherwise provided in the contract or subject to negotiation and consent by all parties, any rights and obligations of the parties stipulated in this contract shall not be transferred to any party. It shall not be transferred to a third party without the written consent of the other party. Any assignment without the express written consent of the other party will be void.

Article 20 Handling of Disputes

1. This contract shall be governed by and interpreted in accordance with the laws of the People’s Republic of China.

2. Any disputes arising during the performance of this contract shall be resolved through negotiation between the parties, or may be mediated by the relevant departments; if negotiation or mediation fails, the dispute shall be resolved in accordance with the following _____________ method: (1) ) Submit to _________ Arbitration Commission for arbitration; (2) File a lawsuit with the People's Court in accordance with the law.

Article 21 Force Majeure

1. If any party to this contract fails to perform all or part of its obligations under this contract due to the impact of a force majeure event, the obligation will be Performance shall be suspended while force majeure events prevent performance.

2. The party claiming to be affected by the force majeure event shall notify the other party of the occurrence of the force majeure event in writing as soon as possible and notify the other party within ________ days after the force majeure event occurs. Provide appropriate evidence regarding such force majeure event and its duration, as well as written information that the contract cannot be performed or performance needs to be postponed. The party that claims that a force majeure event renders its performance of this Contract objectively impossible or impractical shall be responsible for making all reasonable efforts to eliminate or mitigate the impact of such force majeure event.

3. When a force majeure event occurs, the parties shall immediately decide how to implement this contract through friendly consultations. After the force majeure event or its impact is terminated or eliminated, the parties must immediately resume performance of their respective obligations under this contract. If force majeure and its effects cannot be terminated or eliminated, causing any party to the contract to lose the ability to continue to perform the contract, the parties may negotiate to terminate the contract or temporarily delay the performance of the contract, and the party experiencing force majeure does not need to bear responsibility for this. If force majeure occurs after the party delays performance, it cannot be exempted from liability.

4. The term "force majeure" in this contract refers to an event that is beyond the reasonable control of the affected party, is unforeseeable, or is unavoidable and insurmountable even if it is foreseeable, and occurs after the signing date of this contract. Any event that makes the performance of all or part of this contract objectively impossible or impractical. Such events include but are not limited to natural disasters such as floods, fires, droughts, typhoons, earthquakes, and social events such as war (whether war has been declared or not), riots, strikes, government actions or legal regulations, etc.

Article 22 Interpretation of the Contract

If there are matters not covered in this contract or the terms are unclear, the parties to the contract may decide based on the principles of this contract, the purpose of the contract, and trading practices. and related clauses, and make a reasonable interpretation of this contract in accordance with common understanding. This interpretation is binding unless the interpretation conflicts with law or this contract.

Article 23 Supplements and Attachments

Matters not covered in this contract shall be implemented in accordance with relevant laws and regulations. If laws and regulations do not provide for them, parties A, B, and C may reach a written agreement Supplementary Contract. The attachments and supplementary contracts to this contract are integral parts of this contract and have the same legal effect as this contract.

Article 24 Validity of the Contract

1. This contract shall be signed by all parties or their legal representatives or their authorized representatives and stamped with the official seal of the unit or the contract-specific seal. Effective from that date.

2. This Agreement is made in _________ copies, each of Party A and Party B, having the same legal effect.

3. The attachments and supplementary contracts to this contract are integral parts of this contract and have the same legal effect as this contract.

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

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

Signing place:_______Signing place:_________

_______year____month____day___year____month____dayShare transfer agreement Part 2 < /p>

Party A: _______

ID number: _______

Residential address: _______

Party B: _______

Registered address: _______

Legal representative: _______

XXXX Co., Ltd. (hereinafter referred to as the company) was established and registered in Shenzhen on _______, month, _______, _______ The capital is RMB _______ yuan, of which Party A holds _______ shares of the company, accounting for _______ shares.

The company's equity structure is as shown in the following table:

Party A is willing to transfer _______ shares to Party B, and Party B is willing to accept the transfer. In accordance with the provisions of the "Company 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 the following agreement on the transfer of shares after consensus through consultation:

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

1. Party A will transfer its _______ shares of the company at a price of _______ yuan per share, *** calculated in RMB The price of _______ yuan is transferred to Party B.

2. Within five working days from the date of signing this agreement, Party B shall pay the account designated by Party A in the currency and amount specified in the preceding paragraph.

3. All taxes and fees arising from the equity transfer shall be borne by both parties to the transaction in accordance with relevant laws and regulations.

2. Party A guarantees that it has full right to dispose of the shares it intends to transfer to Party B, that the shares are not pledged, that the shares have not been seized, and that they are protected from recourse by a third party, otherwise Party A The party shall bear all economic and legal responsibilities arising therefrom.

3. Sharing of the company’s profits and losses (including credits and debts):

1. After this agreement takes effect, Party B will share the company’s profits in proportion to the transferred shares and share the corresponding Risks and Losses.

2. If Party A fails to truthfully inform Party B of the company’s liabilities before the share transfer when signing this agreement, causing Party B to suffer losses after becoming a shareholder of the company, Party B shall have the right to file a claim with Party A. party to recover compensation.

IV. Liability for breach of contract:

1. Once this agreement comes into effect, both parties must perform it consciously. If either 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. Responsible for the provisions of the book.

2. If Party B cannot pay the share transfer payment on time, Party B shall pay Party A a penalty of one ten thousandth of the overdue transfer payment for each overdue day. If Party B's breach of contract causes losses to Party A, and the amount of liquidated damages paid by Party B is lower than the actual loss, Party B must compensate it separately.

3. 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 pay RMB 10,000 per day based on the transfer fee that Party B has paid. One of them shall 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 make additional compensation;

4. If Party B fails to comply with the provisions of Article 1 of this Agreement, Cooperate with Party A to terminate the management procedures within the specified time. For each day of overdue termination, Party B will pay compensation equal to one ten thousandth of the transfer amount per day.

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 share transfer (such as authentication or notarization, evaluation or audit, industrial and commercial change registration, etc.) shall be borne by Party A is responsible.

7. Dispute resolution method:

Any dispute arising out of or related to this agreement shall be settled through friendly negotiation between the parties. If the negotiation fails, China International Economics shall The Trade Arbitration Commission ("CIETAC") shall make the award in accordance with the CIETAC Arbitration Rules applicable when applying for arbitration. The arbitration award is final and binding on all parties.

8. Conditions for effectiveness:

This agreement will take effect after it is signed by Party A and Party B. Both parties should go through the change registration procedures with the industrial and commercial administration authorities in accordance with the law after the agreement takes effect.

9. This agreement is made in five copies. Party A and Party B each hold one copy, the company keeps one copy, and the rest are reported to the relevant departments, which have the same legal effect.

Transferor: _______Transferee: _______

_______Year_______Month_______Share Transfer Agreement Part 3

_______ Equity Transfer Contract of Limited Company

Transferor: _______ (Party A)

Domicile:

Transferee: _______ (Party B)

Residence:

This contract is concluded between Party A and Party B in _______ city on ___ month ___, _______ year, regarding the equity transfer of _______ Co., Ltd.

Based on the principle of equality and mutual benefit, Party A and Party B have reached the following agreement through friendly negotiation:

Article 1 Equity Transfer Price and Payment Method

1. Party A Party agrees to transfer the _______% equity of _______ Co., Ltd. to Party B with an investment of ***_______ ten thousand yuan at the price of _______ ten thousand yuan. Party B agrees to purchase the above equity at this price and amount.

2. Party B agrees to pay Party A a one-time payment in cash for the equity transferred within fifteen days after the conclusion of this contract.

Second Guarantee

1. Party A guarantees that the equity transferred to Party B is Party A’s true investment in _______ Co., Ltd. and is the equity legally owned by Party A. Party A has full discretionary power. Party A guarantees that the transferred equity will not be subject to any mortgage, pledge or guarantee, and will be free from any recourse by a third party. Otherwise, all liabilities arising therefrom shall be borne by Party A.

2. After Party A transfers its equity, the rights and obligations it originally enjoyed in _______ Co., Ltd. will be enjoyed and borne by Party B along with the equity transfer.

3. Party B acknowledges the Articles of Association of _______ Co., Ltd. and guarantees to perform its obligations and responsibilities in accordance with the Articles of Association.

Article 3 Profit and Loss Sharing

After the company obtains the approval of the industrial and commercial administration authority and handles the shareholder change registration, Party B immediately becomes a shareholder of _______ Co., Ltd., according to the proportion of capital contribution and The articles of association stipulate the sharing of profits and losses of the company.

Article 4 Cost Burden

The expenses related to this equity transfer shall be borne by (both parties).

Article 5 Change and termination of the contract

When one of the following circumstances occurs, the contract can be changed or terminated, but both parties must sign a written change or termination of the contract.

1. This contract cannot be performed due to force majeure or external causes that one party cannot prevent despite no fault of the party.

2. One party loses the ability to actually perform the contract.

3. Due to the breach of contract by one or both parties, the economic interests of the non-breaching party are seriously affected, making the performance of the contract unnecessary.

4. Due to changes in circumstances, both parties agree to change or terminate the contract through negotiation.

Article 6 Dispute Resolution

1. Disputes related to the validity, performance, breach of contract and termination of this contract shall be resolved through friendly negotiation between the parties.

2. If negotiation fails, either party may apply for arbitration or file a lawsuit in the People's Court.

Article 7 Conditions and date for the contract to take effect

This contract will take effect after being signed by all parties.

Article 8 This contract is made in four original copies. Party A and Party B each hold one copy, submit one copy to the industrial and commercial administration authority, and Beijing Co., Ltd. keep one copy, all of which have the same legal effect.

Party A (signature): _______ Party B (signature): _______ Share Transfer Agreement Part 4

Party A: ID number and address:

Party A: ID number: Party A: ID number: Party B:

ID number: Residence

Address: Party A and Party B agree on the location of Weibo where *** both parties hold shares Regarding the transfer of shares in Ningxian New Century Plaza 5-2-3 ("Art Cut Beauty Chain Perm and Dye Hair Salon City"), the two parties have conducted honest and friendly negotiations and have now reached the following agreement:

1. Original shares Structure: Party A has 100% shares of the hair salon owned by three shareholders ***, with a total investment of 350,000 yuan. Each of the three shareholders holds 33.3% of the total shares.

2. Party A is willing to transfer % of the shares to Party B. The transfer amount is: upper case: ten thousand yuan in whole lower case:

(The transfer fee includes shop rent, dormitory rent, All costs of renovation and initial investment are included).

3. After signing this agreement, Party B has the right to participate in the management and planning opinions, and bear the profits and losses together with Party A*** (profits and losses include: in-store water and electricity bills and This includes dormitory water and electricity bills, employee wages, living expenses, purchased product fees, advertising and printing fees, vehicle and boat usage fees, employee training fees, store facility replacement fees and other miscellaneous expenses for living expenses).

IV. The two parties agreed that from the date of signing, the hair salon will be independently operated by both parties, and both parties will distribute and bear losses based on the profits of the shares. If the company's model changes and needs to be restructured, shareholders must attend the shareholders' meeting and come up with a plan. And *** jointly bear legal responsibility.

5. During the cooperation process, if Party B wants to open a branch, it must obtain the consent of Party A before opening a branch.

6. The equity transfer fee must be paid in one lump sum on the date of signing the agreement and will not be in arrears.

7. This agreement is made in quadruplicate. Party A and Party B each hold one copy. Both parties are expected to abide by it and bear legal responsibility.

8. Unfinished matters will be resolved through separate discussions between the two parties.

Party A’s signature:

Party B’s signature:

November 1, 20xx