Private Company Transfer Agreement 1

Transferor (hereinafter referred to as Party A):

ID number:

Transferee (hereinafter referred to as Party B):

ID number:

Because Party A wants to transfer all the shares of the company it invests in to Party B, In accordance with the Contract Law of the People's Republic of China, the Company Law of the People's Republic of China and other relevant laws and regulations, Party A and Party B, on the basis of equality, voluntariness and fairness, sign this equity transfer agreement through full consultation, so that both parties can abide by it.

1. Transfer content

1. The company was originally established by the sole contribution of Party A..

2. Party A changes and hands over the name of the limited company, legal representative, authority, industrial and commercial license, articles of association and other relevant documents, materials and certificates to Party B, and Party B shall enjoy 111% equity of the limited company and corresponding shareholders' rights according to law after receiving the equity and assets of the above companies. After the transfer formalities are completed, Party B enjoys the ownership and management rights of the limited liability company.

II. Transfer price and payment method

1. Party A voluntarily transfers the whole equity, such as all its capital contribution to the company, to Party B. After Party B takes over the whole equity of Party A, Party B will absolutely control the company, and the specific transferee shall be subject to the changed company industrial and commercial files.

2. both parties agree that the total transfer price of the company is RMB (in words). The transfer price includes all the shares of Party A in the company, the company's fixed assets, the US delegation, the paid promotion mobile phone number, the student information, the company's hardware facilities, etc.

3. Party A and Party B agree on the following payment methods:

(1) Party B shall pay RMB 1,111,111 to Party A from the date of signing the contract;

(2) Party A shall pay the balance of RMB 11,111.11 Yuan to Party A within 3 days from the date when Party A completes the formalities of changing and transferring the company's equity and changes the shareholders and legal representatives of the company into Party B or the corresponding assignee designated by Party B (subject to the industrial and commercial bureau file or new business license).

the above transfer price shall be remitted by party b to the bank account designated by party a.

account name:

bank of deposit:

account number:

III. Details and scope of assets handover

1. After this contract comes into effect, Party A and Party B shall make delivery according to the Assets List confirmed by both parties within working days, and the delivery shall be completed within working days after this contract comes into effect. During this period, Party A and Party B agree to guarantee the safety and integrity of the transferred property. During the delivery process, both parties shall provide convenience for each other's work.

2. After the delivery is completed, Party A and Party B shall sign the Assets Handover List, and in accordance with the principle of honesty and credit, Party A shall timely perform the obligations of notification, confidentiality, explanation and assistance for all matters involving the original company, otherwise it shall compensate all losses caused to Party B..

3. Party A shall sign and provide relevant formalities for registration of change to Party B according to relevant national regulations, and come forward to assist Party B in handling registration of change of company. All expenses required for this registration of change of company shall be borne by Party A and Party B respectively according to laws.

4. The true, accurate and complete company assets statement formed by Party A and Party B during the handover work and the assets and equity of the assets handover list recognized by both parties shall be taken as the scope of asset transfer in this equity transfer contract.

iv. Creditor's rights, debts, employee placement, etc.

1. Before the company's equity transfer, all debts, taxes, etc. incurred by Party A personally and during the company's operation and management shall be borne by Party A itself, and all creditor's rights generated shall be enjoyed by Party A..

2. Party A guarantees that all the company's assets, equity, etc. have not been mortgaged or guaranteed before the transfer of the company's equity, and that all the company's assets transferred to Party B have no creditor-debtor disputes with any third party. If others bring a lawsuit, arbitrate or take other measures to claim any rights against Party A, the company or Party B due to Party A's reasons, Party A will voluntarily compensate Party B for the losses caused thereby (subject to the actual losses).

3. Before the transfer of the company's equity, Party A guarantees that all the original employees of the company will be resettled before this contract comes into effect, and the expenses required will be borne by Party A.. Party A does not owe the original employees wages, insurance and other benefits, and there is no dispute over creditor's rights and debts. Losses are caused to Party B due to employee placement disputes caused by Party A (subject to actual losses).

V. Tax Burden

Party A and Party B voluntarily bear the taxes that should be paid by themselves due to the signing and performance of this Agreement. Party B agrees to cooperate with Party A to sign the equity transfer agreement, and unconditionally agrees to the amount agreed by Party A. If Party B refuses to cooperate, all taxes and fees arising therefrom shall be borne by Party B..

VI. Delivery of rights

After this contract comes into effect and all the industrial and commercial registration procedures of the company are changed, all the rights enjoyed by Party A in accordance with the Company Law and the Articles of Association are officially transferred to Party B, and Party B and its assignee formally enjoy all the rights of shareholders in accordance with the Company Law and the Articles of Association, and all the creditor's rights and debts arising from the operation and management of the company are enjoyed and borne by Party B.. All debts and taxes incurred after the company's equity transfer have nothing to do with Party A, and Party A will not bear any joint and several liabilities.

VII. Rights and obligations and liabilities for breach of contract

1. Both parties shall abide by the provisions of this agreement and perform their respective obligations. If either party suspends the performance of this Agreement without reason, it shall pay the other party about RMB Yuan for the losses caused by the suspension of the Contract, and bear all the legal fees, preservation fees, notarization fees, inquiry fees, lawyer's agency fees, transportation fees, photocopying fees and so on incurred by the observant party.

2. Party B shall pay the equity transfer price to Party A in strict accordance with the time stipulated in the contract, otherwise, Party A has the right to terminate the contract unilaterally and will not refund the fees paid by Party B.. If Party A has gone through the formalities for the change and transfer of the company's equity, but Party B fails to pay the equity transfer price to Party A in time as stipulated in the contract, Party A has the right to detain the company's relevant materials (including but not limited to the official seal). In addition to requiring Party B to pay the transfer price agreed in this agreement, Party A may also require Party B to pay RMB 1,111,111 as liquidated damages.

3. Party A shall timely hand over the company's assets as a whole in accordance with the contract, and ensure that the ownership of the transferred company's assets is uncontroversial; Otherwise, Party B has the right to unilaterally terminate the contract, demand Party A to compensate Party B for the liquidated damages of RMB 1,111,111 yuan, and return the money already paid by Party B..

4. In case of force majeure or other special reasons, Party A and Party B can sign a supplementary agreement separately to improve it.

VIII. Dispute Resolution

In the event of a performance dispute in this agreement, both parties shall try their best to resolve it through negotiation; If negotiation fails, both parties agree to bring a lawsuit to the people's court where the company is registered.

IX. Attachments

The following attachments are an essential part of this contract:

1. The composition of current shareholders of the company, the amount of their respective contributions and the proportion of their contributions;

2. List of company assets and list of assets handover;

3. resolutions on equity transfer at the company's general meeting of shareholders;

4. Tax registration certificate, land use certificate and house ownership certificate;

5. Business license of enterprise as a legal person;

6. Organization code certificate of the People's Republic of China;

7. contracts, documents and other materials of the company before the signing of this contract.

X. Supplementary Provisions

This agreement is made in duplicate, each party holds one copy, which has the same legal effect, and comes into effect on the date of signature or seal by both parties. For matters not covered herein, Party A and Party B shall reach a supplementary agreement through negotiation as an annex to this agreement. In case of any conflict between the annex to this agreement and this contract, this agreement shall prevail.

transferor (party a): transferee (party b) :

ID number: ID number:

Contract signing place: Contract signing time: private company transfer agreement 2

Transferor: _ _ _ _ _ _ (hereinafter referred to as Party A) Registered address: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Legal representative. Gender: _ _ _ _ _ _, ID number: _ _ _ _ _ _ _ _ _

2, name: _ _ _ _ _ _ _ _, gender: _ _ _ _ _ _ _ _, Id number: _ _ _ _ _ _ _ _ _ _

transferee: _ _ _ _ _ _ _ _ _ _ _ (hereinafter referred to as Party B), legal representative: _ _ _ _ _ _ _ _ _ _ _ _ Address: _ _ _ _ _. The industrial and commercial registration number is _ _ _ _ _, and the registered capital is RMB 2,111,111.11 Yuan only. The natural person shareholder Dong Weilan contributed RMB 1,411,111.11 Yuan, and the natural person shareholder Hu Yongtao contributed RMB 611,111.11 Yuan. The legal representative is Wei Lan, and his domicile is at the east side of Huaipan Highway, Taowei, Gugou Township, panji district, Huainan City, Anhui Province.

2. Party B is a limited liability company established on July 2, 2111 in accordance with the Company Law of the People's Republic of China and other relevant laws and regulations. The industrial and commercial registration number is _ _ _ _, the registered capital is RMB 51 million only, the legal representative is Liu Yisheng, and the domicile is the office building of the People's Government of Zhangji Township, Feidong County.

3. Party A owns 111% equity of Huainan Nanguo Garden Co., Ltd.; By the date of signing this Agreement, all shareholders of Party A have paid all their capital contributions in full and on time in accordance with relevant laws, regulations and the Articles of Association, and legally own all and complete rights of the Company.

4. Party A intends to transfer Party A's company to Party B by means of equity, and Party B agrees to accept the transfer. In accordance with the Contract Law of the People's Republic of China, the Company Law of the People's Republic of China and other relevant laws and regulations, both parties, on the principle of equality and mutual benefit, have reached the following agreement on the overall assignment and assignment of Party A's company through friendly negotiation, for their credit.

Article 1 Target of Transfer

Party A agrees to transfer all the shares of the company held by its shareholders to Party B in accordance with the terms of this agreement; Party B agrees to accept all the shares held by Party A in accordance with the terms of this agreement. After accepting the above shares, Party B shall enjoy 111% of the shares of Huainan Nanguo Garden Co., Ltd. and the corresponding shareholder rights according to law.

article 2 price and payment of equity transfer

both parties to this agreement unanimously agree that the total transfer price of equity of Huainan Nanguo Garden Co., Ltd. is RMB 3 million.

Article 3 Transfer of Equity and Assets

Within 7 days after this agreement comes into effect, Party A shall complete the following procedures and handover:

3.1 Transfer the management right of Huainan Nanguo Garden Co., Ltd. to Party B (including but not limited to replacing all staff members such as the board of directors, the board of supervisors and the general manager with personnel appointed by Party B);

3.2 actively assist and cooperate with Party B to revise and sign the relevant documents required for the transfer of equity and all assets in accordance with the relevant laws, regulations and the Articles of Association, and * * * handle the registration formalities of change with the relevant industrial and commercial administrative authorities of the company;

3.3 hand over all assets, such as factory buildings, land, machinery and equipment, as well as various documents and materials owned by the company's factory area to Party B;

article 4 creditor's rights, debts and staff placement

4.1 before the effective date of this contract, all debts, taxes and fees incurred by Party A's shareholders and the company during their operation and management shall be borne by Party A and its shareholders.

4.2 before the equity transfer, party a guarantees that all the original employees of the company will be resettled before this contract comes into effect, and the expenses incurred shall be borne by party a.

Article 5 Obligations of Transferor

5.1 Party A shall cooperate and assist Party B in the audit, financial evaluation and asset handover of Huainan Nanguo Garden Co., Ltd.

5.2 party a shall sign all relevant documents related to the equity transfer that should be signed and provided by party a in a timely manner and need to be submitted for approval.

5.3 according to the provisions of this agreement, party a will assist party b to handle the formalities of approval, filing and industrial and commercial change registration of the company's equity transfer.

Article 6 Obligations of the transferee

6.1 Party B shall timely pay Party A the full transfer price of the equity in accordance with Article 2 of this Agreement.

6.2 according to the provisions of this agreement, party b will be responsible for urging Huainan nanguo garden co., ltd. to handle the formalities of approval for equity transfer and industrial and commercial change registration in time.

6.3 party b shall timely issue relevant documents that should be signed or issued by it to complete the equity transfer.

article 7 representations and warranties

7.1 the transferor hereby irrevocably represents and warrants.

① party a voluntarily transfers all the equity and assets of Huainan nanguo garden co., ltd.

② All statements, explanations or guarantees, promises made by Party A to Party B and all materials presented and handed over to Party B are true, legal and valid, and there is no falsehood such as fabrication, forgery, concealment or omission.

③ Party A has not set up any form of guarantee on its equity, and there are no legal defects in any form, and guarantees that Party B will not encounter any form of rights obstacle or face the threat of obstacles of similar nature after the transfer of these equity and all assets.

④ party a guarantees that it has made a comprehensive and true disclosure on the background of these shares and the actual situation of Huainan nanguo garden co., ltd., and has not concealed anything that will have a material or potential adverse impact on party b's exercise of shares.

⑤ 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 of Huainan Nanguo Garden

Co., Ltd., and there are no legal obstacles or restrictions.

7.2 The transferee hereby irrevocably represents and guarantees that:

① Party B voluntarily accepts all the equity transferred by Party A..

② Party B has full power to conclude this agreement and perform the rights and obligations under this agreement, which does not violate the Contract Law of the People's Republic of China and the Company Law of the People's Republic of China, and there are no legal obstacles or restrictions.

③ party b guarantees that the intention of accepting these shares is true, and it has sufficient conditions and ability to perform this agreement.

article 8 liability for breach of contract

8.1 if party a violates its statements and warranties made in this agreement or fails to perform its obligations in accordance with this agreement, thus causing losses to party b, party b has the right to demand full compensation from party a. Party B has the right to withdraw from the unpaid purchase price.