The main contents of the equity purchase letter of intent should be included

The main contents of the equity purchase letter of intent should be included

First, the acquisition of the target.

Second, the acquisition method and the main body of the acquisition contract.

3. Whether the acquisition project needs to be approved by the shareholders' meeting of both parties.

Fourth, the purchase price and the way to determine the price.

5. Payment of the purchase price.

6. Whether the acquisition project requires the approval of relevant government authorities.

7. The conditions agreed upon by the parties for the acquisition.

Eight, exclusive terms of negotiation.

This article stipulates that without the consent of the purchaser, the acquired party may not negotiate with any third party to sell or sell the equity or assets of the target company in any way, otherwise it shall be deemed to be in breach of contract and be required to bear the liability for breach of contract.

9. Provide information and information terms.

This clause requires the target company to provide the acquirer with the company information and materials it needs, especially the relevant information and information that the target company has not disclosed to the public, in order to facilitate the acquirer to have a more comprehensive understanding of the target company.

X. Confidentiality clause.

This clause requires that any party to the acquisition not disclose the information or information about the acquisition to any specific or unspecified third party without the consent of the other party before the joint public announcement of the acquisition, except for those that are authorized by the authorities to be disclosed in accordance with the law. .

XI. Locking terms.

The clause requires that during the validity period of the letter of intent, the purchaser may purchase part or all of the assets or equity of the target company at the agreed price, thereby eliminating the possibility of the target company refusing to acquire.

12. Cost sharing terms.

This provision states that regardless of the success of the acquisition, the costs incurred as a result of the acquisition shall be shared between the parties to the acquisition.

XIII. Termination clause.

This clause stipulates that if the parties to the acquisition cannot sign the acquisition agreement within a certain period of time, the letter of intent will be invalid.

Fan Benyi: Equity Purchase Letter of Intent

The acquirer:

Transferor:

Given that

The purchaser and the transferor have conducted preliminary negotiations on the equity transfer of the company (target company) held by the transferor. In order to further carry out the relevant investigation of the equity transfer and improve the transfer procedures, the parties have reached the following equity purchase intention letter, the letter of intent The purpose is to stipulate the relevant work communication matters in the equity transfer, and the result is not binding on whether the two parties ultimately carry out the equity transfer.

First, the acquisition target

The acquisition target of the acquirer is the target company's equity, equity and its substantial assets and materials owned by the transferor.

Second, the acquisition method

The acquirer and the transferor agree that the purchaser will complete the acquisition in cash, and the relevant matters relating to the price of the equity transfer and the payment terms, except as agreed in this agreement, shall be signed by the parties separately to sign the Equity Transfer Agreement.

Third, the safeguard clause

1. The Transferor undertakes that, for the entire period after the intent of the Intention Agreement to the date of the signing of the Equity Transfer Agreement between the parties, the Transferor shall not, in any way, with the third party, in any way, the equity of the Target Company held by it. Negotiation or negotiation of transfer or asset transfer issues.

   2. The transferor undertakes that the transferor shall provide the transferee with the target company information and materials required by the transferee in a timely and comprehensive manner, especially the relevant information and materials that the target company has not disclosed to the public, so as to facilitate the transferee to be more comprehensive. Understand the real situation of the target company; and actively cooperate with the attorney assigned by the transferee and the transferee to conduct due diligence work on the target company.

3. The transferor guarantees that the target company is set up and validly existing in accordance with Chinese law, and has all valid government approvals, certificates and permits required for normal and legal operation in accordance with its business license.

4. The transferor promises that the debts of the target company before the signing of the Equity Transfer Agreement shall be borne by the transferor; any proposals or notices made by the administrative and judicial departments on the conduct of the target company prior to the acquisition. The obligations determined by the order, the order, the ruling, the judgment, and the decision shall be borne by the transferor.

5. Both parties have the rights necessary to enter into and perform the agreement, and guarantee that this agreement can be legally binding on both parties; the parties have obtained all necessary authorizations to sign and perform the agreement, and the representatives signed by both parties in this agreement have been authorized. Sign this agreement and be legally binding.

Fourth, confidentiality provisions

1. Unless otherwise agreed in this Agreement, each party shall use its best endeavours to assume the confidentiality obligations of all parties involved in the performance of this Agreement in respect of the following matters:

The scope includes business information, materials, documents, contracts. This includes: the terms of this agreement; the negotiation of the agreement; the subject matter of the agreement; the trade secrets of the parties; and the confidentiality of any commercial information, materials and/or documents, including any content of this agreement and possible Other cooperation matters, etc.

2. The above restrictions do not apply to:

(1) Information and information that have become generally desirable to the public at the time of disclosure;

(2) It is not because the recipient's fault has become the publicly available information and information after disclosure;

(3) The receiving party may prove that it has been in the possession before the disclosure and that it is not obtained directly or indirectly from other parties;

(4) Either party is obliged to disclose to the relevant government department as required by law, or any party may disclose such confidential information to its direct legal counsel and financial adviser for its normal business operations;

3. If the acquisition project is not completed, both parties have the obligation to return or destroy the information provided by the other party.

4. The confidentiality obligations stated in this clause shall continue to be valid after the termination of this Agreement.

V. Entry into force, change or termination

1. This letter of intent shall come into effect on the date of signature and seal by both parties. The contents of this letter of intent may be changed by mutual agreement.

2. If the transferor and the transferee fail to reach a substantial equity transfer agreement on the equity acquisition within a period of one month, the letter of intent is automatically terminated.

3. Before the expiration of the above period, if the transferee is dissatisfied with the due diligence result or the information provided by the transferor is false, misleading or has major omissions, it has the right to terminate this letter of intent unilaterally.

4. This letter of intent is in duplicate and each party holds one copy, all of which have the same legal effect.

Transferor: (seal)

Authorized representative: (Signature)

Transferee: (seal)

Authorized representative: (Signature)

Date of signing:

Fan Ben 2: ##股份有限公司 and ##集团's intention agreement on the acquisition of A company equity

Date: January, 2000

This Intention Agreement (hereinafter referred to as the Agreement) was signed by the following parties in Shanghai, the People's Republic of China (hereinafter referred to as China) on the day of the 200th:

Party A: ##有限公司

Party B: ##集团有限公司

In view of:

1. Party A is a joint stock company established and validly existing under the laws of China; Party B is a large enterprise group registered in Shanghai and holds 85% of the shares of Company A.

2. Party A intends to acquire from Party B the 85% equity of A Company Limited (hereinafter referred to as Company A) legally held by Party B (hereinafter referred to as Target Equity). Party A intends to transfer the target shares and become the new company of Company A. A large shareholder (hereinafter referred to as "equity transfer").

Therefore, the parties to this agreement have made the following preliminary agreement on the transfer of the target equity after friendly negotiation, in order to comply with the same.

Article 1 The purpose and status of this agreement

1.1 The purpose of this agreement is to make a general statement of all the intentions of Party A and Party B regarding the equity transfer as of the date of signing this agreement, and to make preliminary arrangements on the relevant trading principles and conditions, and to clarify the relevant work procedures. And steps to actively promote the implementation of equity transfer.

1.2 At the time of equity transfer, Party A and Party B and/or relevant parties shall sign on the specific matters concerning equity transfer, asset restructuring, asset transfer, debt settlement and transfer, respectively, on the basis of the preliminary agreement made in this agreement. A series of agreements and/or other legal documents. The entry into force of such agreements and/or other legal documents at that time will constitute a definitive agreement between the parties concerned on the specific matter and supersede the corresponding content of this agreement and the agreement between the parties to this agreement on the same issue. Oral or written advice, statements, warranties, undertakings, letters of intent, memorandums of understanding, agreements and contracts.

Article 2 Equity Transfer

2.1 Target equity quantity: 85% equity of Company A.

2.2 Target Equity Purchase Price Determination: Based on the net equity of the target equity after evaluation by the Asset Appraisal Firm with qualifications for securities business in 200 years.

Article 3 Due Diligence

3.1 After the signing of this agreement, Party A shall arrange for its staff to conduct a comprehensive due diligence investigation on the assets, liabilities, contingent liabilities, major contracts, litigations, and defects of Company A. In this regard, Party B shall provide full cooperation and assistance, and encourage the target company to fully cooperate and assist.

3.2 If, in due diligence, Party A finds any facts that have any material impact on the transactions under this Agreement (including but not limited to external guarantees, litigation, unrealistic assets, significant business risks, etc. not disclosed by the Target Company), Party shall notify Party B in writing of the specific matters and their nature. Party A and Party B shall meet and discuss and make every effort to resolve the matter in good faith. If within ten (10) days from the date of the above-mentioned written notice of Party A, Party B and/or the Target Company cannot resolve the matter to the extent of (reasonable) satisfaction of Party A, Party A may issue 10 (10) in the above written notice. In the future, this Agreement shall be terminated by giving Party B written notice.

Article 4 Equity Transfer Agreement

4.1 Within five days from the date on which all of the following conditions precedent are met, the parties shall formally sign the equity transfer agreement:

(1) Party A has completed the due diligence work of Company A and found no significant facts that have material impact on the transaction (or found such significant facts but resolved through friendly negotiation between the two parties);

(2) The content and format of the signed equity transfer agreement (including its annex) are satisfactory to both parties.

(3) Party A's board of directors and the extraordinary general meeting voted to approve the acquisition of the target equity proposal.

4.2 Unless the parties agree to amend or adjust, the main terms and conditions of the Equity Transfer Agreement shall be in accordance with the preliminary agreement of this Agreement and shall not be inconsistent with the relevant content of this Agreement.

Article 5 Termination of this Agreement

5.1 Termination of Negotiation: After the signing of this Agreement, this Agreement shall be terminated by the agreement of Party A and Party B.

5.2 Termination of Default: After the signing of this Agreement, one party will default and the other party may terminate this Agreement unilaterally in accordance with this Agreement.

5.3 Automatic termination: After the signing of this Agreement, it may be automatically terminated in accordance with the provisions of Section 3.2.

Article 6 Approval, authorization and entry into force

6.1 This Agreement shall be signed and approved by the parties to the decision-making body.

6.2 This Agreement shall become effective after it has been signed by Party A or Party B's representative representative or authorized representative and stamped with the official seal.

Article 7 Confidentiality

7.1 The parties agree that all terms and conditions of this Agreement and all information obtained from both parties to this Agreement are confidential, except where the disclosures are obligations and liabilities required by law.

7.2 The parties to this Agreement agree not to use the Confidential Information for any purpose other than as required by law, as expressly provided in this Agreement, or in any litigation, defamatory or administrative penalty imposed on this Agreement; In such cases, confidential information should also be made in strict accordance with the relevant legal procedures.

Article 8 Others

The original of this Agreement is four (4) copies, and each party holds two (2) copies with the same legal effect.

I hereby certify that this Agreement is signed by the parties to this Agreement on the date of the first writing.

Party A: ##股份有限公司

(stamp)

legal representative

(authorized representative)

(signature):

Party B: ##集团有限公司

(stamp)

legal representative

(authorized representative)

(signature):

Send feedback

History