股权转让协议书范本 请高手翻译成英文

翻译股权转让协议英语~

Definitions

Unless otherwise defined in this agreement and any reference to legislation, the following terms and expressions will have the following meanings:

1. Shareholder Rights：
Given the Transferor has subscribed to the registered capital of the Corporation and is a registered shareholder on the corporate record, "Shareholder Rights" means the benefit of all rights attached or accruing to the registered capital pursuant to the laws of P.R. China and the Articles of Association of the Corporation.

2. Registered Capital:
"Registered Capital" means the total amount of the paid-up capital contributions of all shareholders of the Corporation as registered with the company registration authority.

3. The Transaction:
The "Transaction" means the assignment and transfer of 25% equity interest in the Corporation, which is a Sino-Foreign Equity Joint Venture established pursuant to the laws of China, beneficially owned by the Transferor in favour of the Transferee.

4. Governing Laws and Regulations:
"Governing Laws and Regulations" means all laws and regulations adopted by the Government of People's Republic of China and all codes, practices and obligations imposed by all applicable governing authorities, in writing or other forms, prior to and including the effective date of this Agreement, including but not limited to Companies Law of the People's Republic of China, the Law of the People's Republic of China on Sino-foreign Equity Joint Ventures, the Implementation Rules for Law of the People’s Republic of China on Chinese-Foreign Equity Joint Ventures, etc.

ARTICLES I - TRANSFER OF OWNERSHIP

1. Party B shall assign and transfer unto Party A the 25% equity interest in the Corporation, which is a Sino-Foreign Equity Joint Venture established pursuant to the laws of China, beneficially owned by Party B.

2. The transfer of ownership of the Purchased Equity Interest shall be effective as of the ___ date of _____, 20__.

（全人工翻译。免费劳动到此为止。欢迎采纳，更欢迎追加赏分！）

所有的应收账款是反映在资产负债表或资产负债表关闭或会计帐簿及记录Schaerer作为美国的代表截止日期或将有效的义务，从销售实际或服务的实际完成Schaerer在美国普通课程。所有应收帐款作为的截止日期是当前和收藏净各自的外汇储备将显示在闭幕资产负债表（储备充足和计算符合过去的惯例所规定的资产负债表） 。没有竞赛，索赔，国防或抵销权，收益以外的其他正常经营过程中，任何合同项下的任何账户债务人的应收账款涉及的金额或有效性的应收账款等。 Schadule 4.26包含一个完整和准确的名单，所有应收账款截止日期的资产负债表。
4.27 Emplovees
（一） Schaerer美国是物质的人遵守法律尊重劳动，就业，公平就业的做法，雇用条款和条件，对工人的赔偿，职业安全，关闭工厂和工资和小时。条款及集体谈判协议，也没有工会已经证明代表任何企业员工继续，或已申请代表或正在试图组织，以便吨员工代表等。
（ b ）每一养老金计划（定义第3节（ 2 ）雇员退休收入保障法1974年修订（ “雇员退休收入保障法” ） ）保持或由卖方的利益，企业员工继续是打算合格的根据第401 （一）退休金计划是合格的，没有事实或存在的情况下将产生不利影响的合格的地位，退休金计划的形式或操作。没有养老金计划保持塞勒斯规定的前提下，第四章的雇员退休收入保障法，所需资金412科法或者是multiemployer计划所规定的卖方的利益，企业员工继续在所有重大方面遵守的规定，雇员退休收入保障法，该法，所有法律。
（三） Schaerer美国已没有任何书面遣散的政策和业务的雇员。

英文法律文书的语言和词汇，用机器是翻译不了的。收费的话，您最低要给我三百元。

A公司股权转让协议
签订协议各方：
出让方：G公司
受让方：P公司
‘A’ Company’s Equity Assignment Agreement dated as of __________, 2008, by and between
G Company, the Assignor
P Company, the Assignee

A公司 是由 G公司 投资设立的一家外资企业。 A公司 在杭州市工商行政管理局登记，投资总额为XX万美元，注册资本为XX万美元。现经转让方与受让方友好协商，在平等互利，协商一致的基础上，达成协议如下：
‘A’ Company, a foreign-funded company, was established with investment from G Company. ‘A’ Company was registered in the Administrative Bureau for Industry and Commerce of Hangzhou with a registered capital of USD xxx, the total paid up capital is USD xxx.
Whereas, the Assignor desires to sell and assign the equity interests of ‘A’ Company, and the Assignee desires to acquire and accept assignment from the Assignor, the legal ownership of ‘A’ Company's shares. Now, therefore, after amicable negotiation, the parties hereby agree as follows:

第一条、出让方和受让方的基本情况
出让方：
1.1、 G公司，法定地址：_________________；法定代表人：________；职务：__________；国籍：_________。
受让方：
1.2、P公司，法定地址：_________________；法定代表人：________；职务：__________；国籍：_________。
1. Basic particulars of the Assignor and Assignee
The Assignor:
G Company’s official address:_________________________;
Legal representative:_____________
Position:______________________________; Nationality:____________________________________
The Assignee:
P Company’s official address:_________________________;
Legal representative:_____________
Position:______________________________; Nationality:____________________________________

第二条、股权转让的份额及价格
2.1、 G公司 将其所持 A公司 的全部股份，转让给 P公司，转让价格为__________，支付币种为_______。
2. The price and percentage of the equity interests assigned
2.1 G Company is to assign all its shares of ‘A’ Company to P Company at a cost of _____________, to be paid in the currency of _______________.

第三条、股权转让交割期限及方式
3.1、本协议由审批机构批准后生效，受让方将第二条约定的转让款项自营业执照变更后 一个月内 缴付给出让方。
3. Closing date and mode of the equity assignment
This Agreement shall become effective after the approval by the relevant endorsing authority,and the Assignee has paid the assignment fee specified in Clause 2 to the Assignor within one month after the successful change of registration of the business license.

第四条、保证
4.1、出让方保证所转让的股权为其合法拥有，具有完全、有效的处分权，且没有设置任何抵押权或其他担保权，并免遭任何第三人的追索，否则，出让方应承担由此而引起的所有法律责任。
4.2、上述股权转让后，受让方承认原 A公司 的合同、章程及附件，愿意履行并承担原转让方在 A公司 中的一切权利、义务及责任。
4. Guarantee
4.1 The Assignor hereby guarantees that it has all requisite power, authority and legal capacity to execute and deliver this Agreement, and the equity interests is free from any lien or hypothec, and without any third party recourse. Otherwise, the Assignor shall bear all legal liabilities herein arise.
4.2 After the assignment of the equity interests, the Assignee shall recognize and accept the contracts, memorandum and articles and appendixes of the original ‘A’ Company, and shall assume and execute all the rights, obligations and liabilities of the Assignor in ‘A’ Company.

第五条、债权债务的承担
5.1、自本协议各方签字之日起，出让方不再负担A公司的任何责任，也不再享有A公司的任何收益，公司转让前的未分配利润，包括资本公积、盈余公积、储备基金及转让后的收益归受让方所有。
5.2、自本协议各方签字之日起，受让方按其在A公司中股份比例分享利润和分担风险及亏损（包括转让前该股份应享有和分担之公司的债权债务）。
5. Creditor and Debtor responsibilities
5.1 After the parties have affixed their signatures on the Agreement, the Assignor shall be free from any liabilities of ‘A’ Company and benefit no more from the earnings of ‘A’ Company; the Assignee shall receive the unappropriated profits, inclusive of contributed surplus, retained earnings, reserve funds before the assignment and the profits after the assignment.
5.2 After the parties have affixed their signatures on the Agreement, the Assignee shall receive the profits and assume the risks and loss in proportion to the equity share of ‘A’ Company ( including the debts and credits before the assignment).

第六条、费用的负担
6.1、本协议实施所发生的有关费用，由受让方承担。
6. Expenses
6.1 All the expenses incurred in relation to the execution of this Agreement shall be absorbed by the Assignee.

第七条、董事的委派
7.1、原出让方委派的董事会成员自动退出 A公司，改由受让方委派。
7. The appointment of directors
7.1 The original directors appointed by the Assignor shall resign automatically and be replaced by directors appointed by the Assignee.

第八条、违约责任
8.1、受让方若未按本协议第三条规定的期限如数缴付出资时，每逾期一个月，受让方需缴付应出资额的百分之—的违约金给出让方，如逾期三个月仍未缴付的，除向甲方缴付违约金之外，出让方有权终止本协议，并要求受让方赔偿损失。
8. Breach of Agreement
8.1 In the event of the Assignee does not effect payment within the stipulated time specified in Clause 3, the Assignee shall pay to the Assignor a penalty sum of 1% of the assignment amount for every overdue month, if the breach exceeds three months, the Assignor reserves the right to terminate this Agreement and demands indemnification, other than the penalty sum from the Assignee.

第九条、适用的法律及争议的解决
9.1、本协议适用中华人民共和国法律。
9.2、凡因履行本协议所发生的或与本协议有关的一切争议，各方应通过友好协商解决；如果协商不能解决，应提交中国国际贸易仲裁委员会根据该机构的仲裁规则进行仲裁。仲裁裁决是终局的，对各方都有约束力。仲裁费用由败诉方负担。
9. Governing law and dispute resolution
9.1 This Agreement shall be governed by and construed in accordance with the laws of the People’s Republic of China.
9.2 In the event of any dispute, claim, question or difference arises with respect to this Agreement or its performance or enforcement, the parties will use their reasonable efforts to attempt to settle such dispute amicably; if the parties cannot resolve the dispute, then it shall be resolved by the China International Trade Arbitration Commission based on the prevailing arbitration rules. The award of the arbitrators will be final and binding as to all parties; the losing party shall bear all the arbitration costs.

第十条、未受让方的权益
10.1、上述出让方转让的股份，未受让方自愿放弃所享有的优先权，同意根据本协议的条款而进行的转让。
10. Rights of the unassigned party
10.1 The unassigned party voluntarily waives the priority rights on the assigned shares of the Assignor and agrees to the assignment in accordance with the terms and conditions of this Agreement.

第十一条、协议的生效与其他
11.1、此协议经出让、受让各方正式签署后报原审批机关批准后生效。本协议一式 五 份，协议各方各执一份，A公司一份，报审批、登记机关各一份。
11. Binding effect and other matters
11.1 This Agreement shall become effective after the Assignor and the Assignee have affixed their signatures on it and approved by the relevant endorsing authority. This Agreement is in quintuplicate, the Assignor, the Assignee, ‘A’ Company, the endorsing authority and the registration department shall hold one copy each.

出让方： 受让方：
______________公司（盖章签字）： ____________公司（盖章签字）：

法定代表人： 法定代表人：
In witness whereof, the parties hereto have caused this Agreement to be executed by their respective duly authorized officers, as of the date first written above.
The Assignor:

_____________( signature and seal of the company)

Legal Representative:________________________

The Assignee:

_____________( signature and seal of the company)

Legal Representative:______________________

注： 英文协议的签订日期是写在开头的。

Equity Transfer Agreement
股权转让协议
签订协议各方：
Transferor (Party A): G
出让方：G

Transferee (Party B): P
受让方：P

A Company.(the ”Company” ), a foreign company, is established by G. The Company’s total amount of investment is USD xxxx,and the registered capital is USD xxxx. On the basis of equality and mutual benefit, the parties have reached the following agreement (the “Agreement”) after friendly consultations regarding the equity transfer matters:
A公司 是由 P投资设立的一家外资企业。 A公司 在杭州市工商行政管理局登记，投资总额为XX万美元，注册资本为XX万美元。现经转让方与受让方友好协商，在平等互利，协商一致的基础上，达成协议如下：

Article 1 Basic information of the parties:
Party A: G
1.1 P, Establishment Address: , Legal Representative: , Duty: , Nationality: .
Party B: P
1.2 G Establishment Address: , Legal Representative: , Duty: , Nationality: .
第一条、出让方和受让方的基本情况
出让方：G公司
1.1、 G公司，法定地址：_________________；法定代表人：________；职务：__________；国籍：_________。
受让方：P公司
1.2、P格公司，法定地址：_________________；法定代表人：________；职务：__________；国籍：_________。

Article 2 Price of the equity
2.1 Party A agrees that it will transfer to Party B all its held share of the Company at the price of US Dollars.
第二条、股权转让的份额及价格
2.1、 G公司 将其所持 A公司 的全部股份，转让给 P公司，转让价格为__________，支付币种为_______。

Article 3 Time limit and method of the equity transfer
3.1 The Agreement shall become effective after being approved by the examining and approval authority. Party B should pay off the fund subject to Article 2 within one (1) month upon the date of changing the business license.
第三条、股权转让交割期限及方式
3.1、本协议由审批机构批准后生效，受让方将第二条约定的转让款项自营业执照变更后 一个月内 缴付给出让方。

Article 4 Representations and Warranties
4.1 Party A represents and warrants to Party B that it legally owns the equity subject to Article 2, as well as the right to deal with the equity entirely and effectively; free and clear of all liens and encumbrances whatsoever.
4.2 Upon the equity transferring, Party B would agree the Company’s contacts, articles of association and attachments. Party B would be entitled to exercise the rights of Party A in the Company as well as take full obligations.
第四条、保证
4.1、出让方保证所转让的股权为其合法拥有，具有完全、有效的处分权，且没有设置任何抵押权或其他担保权，并免遭任何第三人的追索，否则，出让方应承担由此而引起的所有法律责任。
4.2、上述股权转让后，受让方承认原 A公司 的合同、章程及附件，愿意履行并承担原转让方在 A公司 中的一切权利、义务及责任。

Article 5 Allocation of Shareholder Rights and Indebtedness
5.1 Upon the date of the signature of the Agreement, Party A will no longer take any responsibilities or be responsible for any profits and undistributed profits, including capital reserve, surplus reserve and reserve fund which occurred before the equity transfer and incomes after the equity transfer.
5.2 Upon the date of the signature of the Agreement, Party B will succeed to any benefits of the Company and its subsidiary as well as to any risks and losses (including the shareholder rights and obligations in the Company before the equity transfer).
第五条、债权债务的承担
5.1、自本协议各方签字之日起，出让方不再负担A公司的任何责任，也不再享有A公司的任何收益，公司转让前的未分配利润，包括资本公积、盈余公积、储备基金及转让后的收益归受让方所有。
5.2、自本协议各方签字之日起，受让方按其在A公司中股份比例分享利润和分担风险及亏损（包括转让前该股份应享有和分担之公司的债权债务）。

Article 6 Equity Transfer Cost
6.1 Any related cost for equity transfer shall be borne by Party B.
第六条、费用的负担
6.1、本协议实施所发生的有关费用，由受让方承担。

Article 7 Appointment of Directors
7.1 The original directors appointed by Party A voluntarily leave the Company. Party B shall appoint new directors.
第七条、董事的委派
7.1、原出让方委派的董事会成员自动退出 A公司，改由受让方委派。

Article 8 Breach Responsibility
8.1 In case Party B could not pay off with per month after due date specified in Article 3 of the Agreement, it shall suffer the penalty of per 1% payment to Party A. If exceed 3months, Party A has the right to terminate the Agreement and Party B shall indemnify the loss, besides suffer the penalty.
第八条、违约责任
8.1、受让方若未按本协议第三条规定的期限如数缴付出资时，每逾期一个月，受让方需缴付应出资额的百分之—的违约金给出让方，如逾期三个月仍未缴付的，除向甲方缴付违约金之外，出让方有权终止本协议，并要求受让方赔偿损失。

Article 9 Application Law and Settlement of Disputes
9.1 The Agreement shall be protected and governed by the related laws of the Peoples Republic of China.
9.2 All the disputes arising from the execution of the Agreement or related to the Agreement shall be settled through friendly consultations by the parties. In case no settlement through consultation can be reached, the disputes shall be submitted to the Office of the Foreign Economic and Trade Arbitration Commission of the China Council for the Promotion of International Trade. The arbitration award is final and binding upon both parties. All the fees for arbitration shall be borne by the losing party.
第九条、适用的法律及争议的解决
9.1、本协议适用中华人民共和国法律。
9.2、凡因履行本协议所发生的或与本协议有关的一切争议，各方应通过友好协商解决；如果协商不能解决，应提交中国国际贸易仲裁委员会根据该机构的仲裁规则进行仲裁。仲裁裁决是终局的，对各方都有约束力。仲裁费用由败诉方负担。

Article 10 The non-transferee’s right
10.1 The aforesaid equity to transfer, the non-transferee give up their pre-emptive right voluntarily, and agree the transfer in accordance with the Agreement.
第十条、未受让方的权益
10.1、上述出让方转让的股份，未受让方自愿放弃所享有的优先权，同意根据本协议的条款而进行的转让。

Article 11 The Agreement becomes effective and miscellaneous
11.1 The text of the Agreement has been executed in five originals. Each party shall keep one copy of the text. The Company, the examining and approval authority, and the register organ shall keep one copy respectively.
第十一条、协议的生效与其他
11.1、此协议经出让、受让各方正式签署后报原审批机关批准后生效。本协议一式 五 份，协议各方各执一份，A公司一份，报审批、登记机关各一份。

Party A: G)

Legal Representative:

Party B: P)

Legal Representative:

出让方： 受让方：
______________公司（盖章签字）： ____________公司（盖章签字）：

法定代表人： 法定代表人：

Company A stock right transfer agreement
The parties sign the agreement:
licensor: G Company
assignee: P company

A company is established by the G company to invest in a foreign-funded enterprises. A company in Hangzhou Administration for Industry and Commerce registered a total investment of XX million, registered capital of XX million. Is the transfer of the transferee and friendly consultation, equality and mutual benefit, consensus on the basis of an agreement are as follows:
Article 1, Chu Rangfang transferee and the basic situation
Chu Rangfang:
1.1, G, statutory address :_________________; legal representative :________; duties :__________; nationality :_________。
Transferee:
1.2, P companies, statutory address :_________________; legal representative :________; duties :__________; nationality :_________。
Second, the transfer of shares and the share price
2.1, G held by the company to all of the shares of Company A, transferred to the P companies, transfer pricing for the currency to pay for _______。 __________,
Article III, the share transfer deadline and manner of delivery
3.1, the approval of the agreement following approval by the entry into force of the transferee will be the second since the agreement for the transfer of funds business license within one month after the pay change to the Churang Fang.
Article IV to ensure that
4.1, Chu Rangfang ensure that the transfer of the shares of its legal owner, with full and effective powers, and not provided with any mortgage or other security rights, and a third person from any recourse, otherwise, should bear the Chu Rangfang All are caused by this liability.
4.2, the share transfer, the transferee to recognize the original Company A of the contract, the Constitution and the annex, and willing to carry out the transfer of the original commitment in Company A of all the rights, obligations and liabilities.
Article 5, the commitment to debt claims
5.1, since the parties signed the agreement on the date of Chu Rangfang no longer afford any responsibility for the Company A, Company A is no longer entitled to any proceeds from the company before the transfer of the undistributed profits, including capital surplus, reserve, Reserve Fund and transfer the proceeds to the transferee all.
5.2, since the parties signed the agreement on the date of the transferee according to their percentage of A shares in the company profit-sharing and the sharing of risks and losses (including the transfer of the shares before and should enjoy sharing the company's debt claims).
Article 6, the burden of costs
6.1, the implementation of this agreement by the related costs to be borne by the transferee.
Article 7, directors appointed
7.1, the original members of the Board Chu Rangfang assigned automatically to withdraw from Company A, assigned to the transferee.
Article 8, breach of contract responsibility
8.1, the transferee if not this agreement provides the third period when investors pay in full each month overdue, the transferee shall be required to pay the contributions percent - the default payments to Churang Fang, such as overstaying Three months has still not paid, in addition to the non-payment of the Party, Chu Rangfang the right to terminate the agreement and requested the transferee damages.
Article 9, the applicable law and dispute settlement
9.1, this Agreement applies People's Republic of China law.
9.2, Any implementation of this agreement in or in connection with this agreement on all the controversy, the parties should be resolved through friendly consultations, if consensus can not solve, should be submitted to the China International Trade Arbitration Committee in accordance with the Arbitration Rules of the arbitration. The arbitration ruling is final and binding on the parties. The costs of arbitration by the losing party burden.
Article 10, not to let the rights and interests
10.1, Chu Rangfang the transfer of shares, not to give up voluntarily to the priority of, agrees to the terms of this Agreement and the transfer.
Article 11, the entry into force of the agreement with the other
11.1, the transfer of this agreement, the transferee to the parties after the formal signing of the approving authority approved after the entry into force. The agreement of a five copies, all parties Gezhi an agreement, A Company One, to examination and approval, registration, and an organ.

Chu Rangfang: transferee:
______________ (Stamped signature): ____________ (stamped signature):

Legal representative: the legal representative:

采纳我的答案吧，我翻译得很辛苦
A Corporation stockholder's rights transfer agreement
sign agreement all quarters:
Sells the side: G Corporation
lets the side: P Corporation

A Corporation is an overseas-funded enterprise which sets up by the G corporate investment. A Corporation registers in Hangzhou Industrial and commercial administration bureau, the total investment is XX ten thousand US dollars, the registered capital is XX ten thousand US dollars.Presently via lets Fang Yushou let the side friendly consultation, in the equality and mutual benefit, consults in the consistent foundation, reaches the agreement to be as follows:
First article, sells Fang Heshou to let the side the basic situation
sell the side:
1.1st, G Corporation, legal address: _________________; Legal representative: ________; Duty: __________; Nationality: _________.
Lets the side:
1.2nd, P Corporation, legal address: _________________; Legal representative: ________; Duty: __________; Nationality: _________.
Second article, the stockholder's rights transfer share and the price
2.1, G Corporation its holds the A Corporation's complete stock, giving to P Corporation, the transfer price is __________, the payment cur is _______. Third article, the stockholder's rights transfer finalizes the deadline and the way
3.1, this agreement becomes effective after the examination and approval organization authorization, lets the side the transfer fund which decides the second treaty from the business license change the latter month to pay gives lets the side.
Fourth article, guaranteed
4.1, sell the side to guarantee transfers the stockholder's rights have legitimately for it, have completely, the effective disposition right, also has not established any mortgage or other guarantee power, and avoids any third human of pressing for payment, otherwise, sells all legal liability which the side should undertake causes from this.
After 4.2nd, the above stockholder's rights transfer, lets the side acknowledge original A Corporation the contract, the regulation and the appendix, are willing to fulfill and to undertake the original transfer side in A Corporation's all rights, the duty and the responsibility.
Fifth article, the creditor's rights debt undertakes
5.1, signs the date from this agreement all quarters, sells the side no longer to bear A Corporation any responsibility, also no longer enjoys A Corporation's any income, the company transfers before the undistributed profit, after the capital surplus, the earnings surplus, the reserve fund and the transfer income turns over to let the side possess.
5.2nd, signs the date from this agreement all quarters, lets Fang Anqi the stock proportion share profit and the share risk and the loss (this stock should enjoy in A Corporation including transfer before company's of with share creditor's rights debt).
Sixth article, the expense burden
6.1, this agreement implementation occurs the related expense, by receives lets the side undertake.
Seventh article, trustee's assignment 7.1, sells the side assignment originally the board of directors members withdraw from A Corporation automatically, changes by receives lets the side delegate.
Eighth article, the violation responsibility
8.1, lets Fang Re not when pays according to this agreement third stipulation deadline like number the investment, every time exceeds the time limit for a month, lets the side have to pay should the spending limit 0% - penalties give lets the side, if exceeded the time limit for three months still not to pay, except paid outside the penalty to the party of the first part, sold the side to be authorized to terminate this agreement, and requested to let the side compensation loss. Ninth article, suitable legal and the dispute solution
9.1, this agreement is suitable the People's Republic of China law. Because 9.2nd, every fulfills or and this agreement related all disputes which this agreement occurs, all quarters should through the friendly consultative solution; If the consultation cannot solve, should submit Chinese International trade Arbitration committee to act according to this organization the arbitration rule to carry on the arbitration.The arbitration ruling is a result, all has the binding force to all quarters.The cost of arbitration by lost a lawsuit the side burden.
Tenth article, has not let the side the rights and interests
10.1, above sell the side transfer the stock, has not let the priority which the side voluntary giving up enjoys, agreed acts according to this agreement the provision to carry on the transfer. 11th article, the agreement activation with other
11.1, this agreement after sells, is let the all quarters official signature the newspaper original examination and approval institution authorize to become effective.This agreement type five, agreement all quarters hold one respectively, A Corporation, reports to high authorities for their investigation and examination approves, registration institution each one.
Sells the side: Lets the side: _____________ _ Corporation (stamps signs): ___________ _ Corporation (stamps signs): Legal representative: Legal representative:

99%正确

Company stockholder's rights transfer agreement sign agreement all quarters: assigner: G Corporation lets the side: P Corporation A Corporation is an Foreign-funded enterprise which sets up by the G corporate investment. A Corporation registers in the Hangzhou Industrial and commercial administration bureau, the total investment is XX ten thousand US dollars, the registered capital is XX ten thousand US dollars. Presently via lets Fang Yushou let the side in a friendly way consult, in the equality and mutual benefit, consults in the consistent foundation, reaches the agreement to be as follows: first, the assigner and let the side basic situation the assigner: 1.1, G Corporation, legal address: _______________; Legal representative: ______; Duty: ________; Nationality: _______. lets the side: 1.2, P Corporation, legal address: _______________; Legal representative: ______; Duty: ________; Nationality: _______. second, the stockholder's rights transfer's share and price 2.1, G Corporation its holds a Corporation's full share, giving to P Corporation, the transfer prices is ________, the payment cur is _____. third, the stockholder's rights transfer finalizes the deadline and way 3.1, this agreement after the examination organization authorization becomes effective, lets the side the transfer fund which decides the second treaty, from the business license changes in the latter month to pay for the assigner. fourth, guarantees the 4.1st, assigners guaranteed transfers the stockholder's rights have legitimately for it, have completely, the effective disposition right, and has not established any mortgage or other guarantee power, and avoids any third person of pressing for payment, otherwise, the assigner should undertake all legal liability which from this causes. after 4.2, above stockholder's rights transfer, lets the side acknowledge that the original A Corporation's contract, the regulation and the appendix, are willing to fulfill and to undertake the original transfer side in A Corporation's all rights, the duty and the responsibility. fifth, the creditor's rights debt undertakes 5.1, to sign the date from this agreement all quarters, the assigner no longer bears A Corporation's any responsibility, also no longer enjoys A Corporation's any income, before the company transfers the undistributed profit, after the capital surplus, the earnings surplus, the reserve fund and the transfer income turns over to let the side possess. 5.2, signs the date from this agreement all quarters, lets Fang Anqi the stock proportion share profit and the assigned risk and the loss (this stock should enjoy and share company's creditor's rights debt in A Corporation before transfer). sixth, expense burden 6.1, this agreement implementation occurs the related expense, by receives lets the side undertake. seventh, trustee's assignment 7.1, the original assigner delegate the board of directors members withdraw from A Corporation automatically, changes by receives lets the side delegate. eighth, violation responsibility 8.1, lets Fang Re not when pays according to this agreement third stipulation's deadline like number the investment, every time exceeds the time limit for one month, lets the side probably pay should the spending limit 0% - penalties give the assigner, if exceeded the time limit for three months still not to pay, except paid outside the penalty to the first party, the assigner was authorized to terminate this agreement, and requested to let the side compensation loss. ninth, suitable legal and dispute solution the 9.1st, this agreement is suitable the People's Republic of China law. because 9.2, every fulfills or and this agreement related all disputes which this agreement occurs, all quarters should through the friendly negotiated settlement; If the consultation cannot solve, should submit the Chinese international trade Arbitration committee to act according to this organization the arbitration rules to carry on the arbitration. The arbitration award is the result, has the binding force to all quarters. The cost of arbitration bears by the unsuccessful party. tenth, has not let the stock which the side rights and interests 10.1, the above assigner transfer, has not let the priority which the side gives up enjoying voluntarily, agreed that acts according to this agreement the provision to carry on the transfer. 11th, agreement activation with other 11.1, this agreement after selling, is let all quarters sign officially the newspaper original Approval authority authorize becomes effective. This agreement type five, agreement all quarters hold one respectively, A Corporation, reports to high authorities for their investigation and examination approves, registration institution each one. assigner: Lets the side: ____________ Corporation (stamps signature): _________ _ Corporation (stamps signature): legal representative: Legal representative

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