In the real society, agreements are more and more widely used in life, and signing agreements can effectively restrain breach of contract. So do you really know how to write a good agreement? The following is the M&A agreement I compiled for you, for reference only, hoping to help you. M&A Agreement 1

Party A: _ _ _ _ _ _ _ _ _ _ _ _

Legal Representative: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

Address: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _. _ _ _ _ _ _ _ _ _ _ _ _ _ _

Party B: _________________

Executive partner: _ _ _ _ _ _ _ _ _ _ _ _ _ _. Words: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

Whereas:

Party A has M&A needs in the capital market, Party B has introduced a number of M&A parties (mainly listed companies) for Party A to achieve the purpose that Party A is partially or wholly merged, and the M&A parties not introduced by Party B are not bound by all the terms of this contract. In witness thereof, based on the principle of equality and mutual benefit, this Agreement was concluded in Beijing on _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ according to the Contract Law of the People's Republic of China and other relevant laws.

I. Interpretation

1. Party A: Party A involved in this agreement is a limited liability company established and effectively existing in accordance with the Company Law of the People's Republic of China and other relevant laws and regulations, with the legal representative as: and the company business license registration number as: 978.

2. Party B: Party B involved in this agreement is a partnership established and effectively existing in accordance with the Company Law of the People's Republic of China and other relevant laws and regulations. The executive partner is:, and the business registration number of the partnership is at least 3111428.

3. this project: party a agrees to transfer part or all of the shares of the company held by its shareholders in accordance with the terms of the merger and acquisition agreement signed with the merger and acquisition parties (mainly listed companies) recommended by party b. Party B shall provide Party A with services including the second paragraph of this agreement.

2. Service content

1. Party A employs Party B as its investment consultant for enterprise merger and acquisition, and Party B selects a company suitable for acquiring Party A according to Party A's business needs, formulates a reasonable enterprise acquisition plan and plan, collects and sorts out the information of this project, and coordinates and arranges meetings and business negotiations between Party A and the third party.

2. Party B agrees to abide by professional ethics and provide consulting services for enterprise merger and acquisition for Party A in accordance with relevant national laws, regulations and other applicable laws.

III. Rights and obligations of Party A

1. Party A has the right to require Party B to communicate with the acquirer in a timely and complete manner, and to require Party B to use its resources to provide Party A with M&A channels.

2. Party A shall pay the corresponding consultant fees to Party B on time in accordance with Article 6 of this Agreement.

IV. Rights and obligations of Party B

1. In order to facilitate the realization of this project and the conclusion of the transaction, Party B shall provide high-quality services according to Party A's requirements, including but not limited to: providing consulting services for enterprise acquisition and merger; Participate in project negotiation and be responsible for project due diligence; Design a reasonable enterprise merger and acquisition plan and provide project information, materials, research reports and other relevant documents.

2. Participate in the business negotiation between Party A and the third party, and help Party A control the cost as much as possible in the investment transaction to maximize the benefits.

3. Considering the diversification of Party A's capital market demand and the diversification and uncertainty of M&A transaction terms, Party B will recommend a number of M&A parties (mainly listed companies, including but not limited to listed companies in China, Hongkong, the United States and other capital markets) for Party A, so as to meet Party A's M&A requirements. When Party A meets with the M&A parties recommended by Party B for the first time, Party A shall sign the Financial Advisory Service Confirmation (see annex) attached to this agreement as a reference.

4. Assist Party A and urge the third party to fulfill its corresponding obligations on time according to the enterprise acquisition and merger agreement signed with Party A..

5. Party B shall charge Party A the corresponding consulting fees according to the stipulations in Article 5 of this Agreement.

V. Consultant fees of Party B

1. The consultant fees of Party B will be charged according to a certain proportion based on the overall valuation of Party A in the M&A agreement reached between Party A and the acquirer (see Article 2 of this section for details), and converted based on the proportion of shares acquired or acquired by Party A..

2. Both parties agree that after Party B performs its corresponding obligations in accordance with this Agreement, and the merger between Party A and the acquirer takes place and the terms of the merger contract are fully fulfilled, Party A shall pay the corresponding consulting fees to Party B. The calculation and payment methods of the fees are as follows:

1) If the enterprise valuation of the merger transaction between Party A and a third party is less than RMB 1 billion (including RMB 1 billion).

(1) consultant fee: 3% of Party A's valuation.

(2) Payment method: Party B's consulting fee is divided into cash and shares.

___ cash portion means that Party B's consulting fee is charged 31% of the total consulting fee in cash, which is 1.9% of Party A's valuation.

___ calculation formula is: cash portion = Party A's enterprise valuation X3%X31%;

___ shares refers to the consulting fee of Party B in the form of receiving the equity of Party A (because the acquirer may be a listed company, which includes but not limited to the shares of the acquirer obtained by Party A). Based on the valuation of the acquirer, Party A will transfer the equity (stock) corresponding to 71% of the consulting fee, that is, 2.1% of the equity (stock) of Party A..

(3) Payment time: Party A shall pay the cash portion of the consulting fee corresponding to the received M&A amount to the account designated by Party B within 11 working days after the merger with the acquirer takes place; The share portion of the consultancy fee shall be changed to the name of Party B's designated person or authorized representative within ten working days after the merger agreement signed by Party A and the acquirer is fully performed.

2) if the valuation of the enterprise involved in the M&A transaction between Party A and a third party is over RMB 1 billion (excluding RMB 1 billion).

(1) consultant fee: 5% of Party A's valuation.

(2) Payment method: Party B's consulting fee is divided into cash and shares.

___ The cash part refers to the consulting fee of Party B, which is 31% of the total consulting fee in cash, that is, 1.5% of Party A's valuation.

___ The calculation formula is: the cash part = the enterprise valuation of Party A, x5%, x31%

_ _ _ The share part refers to the consulting fee of Party B to collect the equity of Party A (since the acquirer may be a listed company, the equity includes but is not limited to. _ _ _ Payment Time: Party A shall pay the cash portion of the consulting fee corresponding to the received M&A amount to the account designated by Party B within 11 working days after the merger with the acquirer takes place; The share portion of the consultancy fee shall be changed to the name of Party B's designated person or authorized representative within ten working days after the merger agreement signed by Party A and the acquirer is fully performed.

3. Where foreign currency is involved, the RMB conversion shall be based on the current conversion price of China Bank.

4. Party A shall transfer the cash proceeds to the following account designated by Party B.. Party B will issue an official letter to Party A to confirm the specific account information.

5. Party A shall change the share proceeds to the name of the person appointed by Party B or the authorized representative. Party B will issue an official letter to confirm the specific information.

VI. Liability for breach of contract

1. Liability for breach of contract of Party A

If Party A fails to pay the consulting fee to Party B as agreed in Article 6 of this agreement, Party A shall pay liquidated damages to Party B.. The amount of liquidated damages collected by Party B is: the unpaid amount payable by Party A to Party B ×1.15%× overdue days, and the liquidated damages shall be transferred to the account designated by Party B in Article 5 of this Agreement by bank transfer.

2. Party B's liability for breach of contract

If Party B unilaterally terminates this agreement, it shall bear the liability for breach of contract, and the consulting fee collected by Party B shall be refunded to Party A..

VIII. Confidentiality clause

1. Party B has the obligation to keep confidential the business secrets and information of Party A that it has learned through the materials and oral statements submitted by Party A during the performance of this Agreement.

2. Without Party A's consent, it is not allowed to disclose to any third party the documents and materials submitted to Party A or jointly produced by both parties, as well as the information learned at work but not disclosed by Party A..

3. Confidential information does not include the following information:

1) Information that is known to the public through legal procedures, including information disclosed to unspecified public by the holder of confidential information;

2) information that can be disclosed with the written consent of the holder of confidential information;

3) information obtained from a third party without confidentiality obligations;

4) information declared as non-confidential by the holder of confidential information.

4. Unless Party A agrees in advance, Party B shall not directly and/or indirectly disclose, disclose, transfer, license or provide confidential information to a third party in any other form. If it is necessary to disclose confidential information according to relevant laws, judicial or administrative procedures, Party B shall notify Party A within a reasonable time before disclosing the relevant confidential information, and shall cooperate with Party A to take appropriate and effective measures to avoid or restrict the disclosure of confidential information according to law.

5. If the confidential information is partially disclosed, Party B is still obliged to fulfill the confidentiality obligation for the undisclosed part of the confidential information.

IX. Representations and Warranties

1. All the representations, explanations or warranties made by Party A to Party B and all the materials presented and handed over to Party B are true, legal and effective, and there are no falsifications, forgeries, concealment and omissions.

2. Party A has not set up any form of guarantee or any form of legal defects on the equity and all assets it owns, and guarantees that Party B will not encounter any form of rights obstacle or face the threat of obstacles of a similar nature after accepting the equity and assets.

3. Party A guarantees that it has made a comprehensive and true disclosure on the background of the equity and assets and the actual situation of the company, and has not concealed anything that will have a material adverse effect or potential adverse effect on Party B's exercise of equity.

4. Party A has all legal rights to enter into and perform this Agreement, and its rights and obligations under this Agreement have not violated the Articles of Association, and there are no legal obstacles or restrictions.

X. Exemption of Force Majeure and Liability

1. In case of any of the following circumstances, either party has the right to notify the other party in writing to dissolve this Agreement without bearing any legal liabilities:

1) Any party or both parties cannot perform their obligations under this Agreement due to an unforeseen force majeure event beyond the control of either party.

2) The national laws and administrative regulations have changed greatly, which seriously affects the rights and obligations of either party or both parties under this agreement, and both parties fail to reach an agreement.

2. the national laws and administrative regulations have changed significantly, which seriously affects the rights and obligations of either party or both parties under this agreement, and both parties fail to reach an agreement.

Xi. Applicable law and settlement of disputes

1. The applicable law of this agreement is the law of the People's Republic of China.

2. disputes arising from the performance of this agreement by both parties shall be settled through negotiation. If negotiation fails, both parties agree to submit the dispute to the people's court with jurisdiction at Party B's domicile for settlement through litigation. Unless otherwise stipulated in the effective judgment, the expenses actually paid by both parties for litigation (including but not limited to legal fees and reasonable attorney fees) shall be borne by the losing party.

3. In the course of litigation, both parties shall continue to perform other obligations, except for matters that are disputed by both parties and are under litigation.

XII. Effectiveness of the Agreement and Others

1. This Agreement is made in duplicate, with each party holding one copy, which has the same legal effect. For matters not covered, Party A and Party B shall sign a supplementary agreement, which is an integral part of this agreement and has the same legal effect. If the supplementary agreement is inconsistent with this agreement, it shall be implemented in accordance with the supplementary agreement.

2. this agreement shall come into effect as of the date when the legal representatives, executive partners or authorized representatives of party a and party b sign and seal it.

party a (seal):

legal representative or authorized representative (signature or seal): _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

date of signing: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _. :

company seal:

signing date: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Among them, the original cork factory land of 17429 square meters is 26.14 mu, and the A&B farm house plot of 1251.12 square meters is 1.88 mu. The above land procedures are in the process of being handled.

based on the above situation, Party A and Party B, through friendly negotiation and in accordance with the provisions of relevant national laws and policies, hereby formulate the following clauses of this agreement for both parties to abide by:

article 1: mode of cooperation

party a cooperates with party b in the development by purchasing the equity of Hefei w real estate co., ltd. invested by party b and making additional investment in Hefei xingchen real estate co., ltd. as a shareholder.

article 2: investment steps and conditions of party a

1. the total investment of party a is h million yuan, and party a and party b set up a * * * management account to receive the investment funds of party a.

2. party a invested the first batch of funds of y million yuan into the * * * custody account on xx, xx, of which 4,115,211 yuan was used to acquire 51.44% equity of party b in Hefei xingchen real estate co., ltd, and the remaining 11,884,811 yuan was used to acquire the creditor's rights enjoyed by party b in Hefei xingchen real estate co., ltd.

3. party a shall, on xx, xx, xx.