Equity acquisition letter of intent

Equity acquisition letter of intent

XXXXXXXX Party A (acquisition party):----Ltd

Party B (transfer party):-----

Both Party A and Party B have reached the following equity acquisition intentions through friendly negotiation on the relevant acquisition of 100% equity of the company (hereinafter referred to as the target company) held by Party B:

First, in view of:

1. Party A is a joint stock company established and validly existing under the laws of China. The target company is a legally existing enterprise. Party B has full civil capacity in accordance with the laws of the People's Republic of China and holds 100% of the equity of the target company.

2. Party A intends to acquire from Party B the 100% equity of the target company legally held by Party B (hereinafter referred to as target equity). Party A intends to acquire the target equity and become the new shareholder of the target company (hereinafter referred to as equity transfer) .

Second, the target company profile

------Company Limited (Registration No.: XXXXXX) was established on XXXX XX XX Day. It is a one-person limited liability company established by Party B with a registered capital of 1 million yuan. The business scope is distribution of mineral products; automobile transportation.

Third, the acquisition target

Party A's acquisition target is 80% of the target company owned by Party B and all the assets, creditor's rights and interests of the target company (with asset details, creditor's debt list).

Fourth, the purchase price, the way XXXXXXXX

1. Purchase price: Party A and Party B initially agreed that the purchase price is XXXXXXXXXXXXXX RMB (¥XXXXXX), and finally the final purchase price is determined based on the net asset value of the target equity after evaluation by the asset evaluation firm with securities qualification.

2. Acquisition method: Both Party A and Party B agree that Party A will pay in full in cash and/or XXXXXXXX in one lump sum after XXXXXXXX days after signing the Equity Transfer Contract.

Or: Both Party A and Party B agree that Party A will complete the acquisition by cash in the form of cash and/or XXXXXXX. Within XXXXXXXX days after signing the Equity Transfer Contract, Party A shall at least firstly transfer RMB to RMB XXXXXXXXXX. After the due diligence is completed, it is stipulated in the "Equity Transfer Contract".

V. Due diligence

1. After the signing of this letter of intent, Party A shall arrange for its staff members or entrusted lawyers to conduct comprehensive due diligence on the assets, liabilities, contingent liabilities, major contracts, litigations, arbitrations, etc. of the target company. In this regard, Party B shall provide full cooperation and assistance, and encourage the target company to fully cooperate and assist.

2. If, in due diligence, Party A finds any facts that have any material impact on the transactions under this letter of intent (including but not limited to external guarantees, litigation, unrealized assets, significant business risks, etc. that are not disclosed by the target company), Party A 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 Party B and/or the Target Company cannot resolve the matter to the (reasonable) satisfaction of Party A within XXXXXXXX days from the date of the above-mentioned written notice of Party A, Party A may, after XXX days of the above written notice, give Party B a written The way of notification terminates this intention.

Sixth, the protection clause

1. Party A promises as follows:

(1) Party A has completed the due diligence work on the target company and has not found any material facts that have a material impact on the transaction (or found such significant facts but can be resolved through friendly negotiation between the two parties), within XXXXXXXX days. Enter into substantive negotiations with Party B on the Equity Transfer Contract and sign the formal Equity Transfer Contract no later than the date of XXXXXXXX;

(2) Ensure that Party A's board of directors and shareholders' meeting voted to approve the acquisition of the target equity proposal.

(3) Party A has the rights necessary to conclude and perform the letter of intent, and guarantees that this letter of intent can be legally binding on Party A; the signing and performance of the letter of intent has obtained all necessary authorizations, and the representative who signed the agreement has obtained Authorized to sign this agreement and be legally binding.

2. Party B promises as follows:

(1) After the entry into force of this letter of intent to the date of the formal signing of the equity transfer contract between the two parties, without the consent of Party A, Party B shall not, in any way, with any third party, the transfer of the equity of the target company or the transfer of the assets. Negotiate or negotiate again.

(2) Party B shall provide Party A with the relevant target company information and materials required by Party A in a timely and comprehensive manner, especially relevant information and materials that the target company has not disclosed to the public, so as to facilitate Party A's more comprehensive understanding of the true situation of the target company; And should actively cooperate with the lawyers appointed by Party A and Party A to conduct due diligence work on the target company.

XXXXXXXX(3) Party B guarantees that the Target Company is valid and valid 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) Party B promises that all debts borne by the Target Company before the signing of the Equity Transfer Contract shall be borne by Party B; any proposals, notices, or notices made by the administrative and judicial departments on the conduct of the Target Company prior to the acquisition. Party B shall bear the obligations determined by orders, rulings, judgments and decisions.

(5) As the mining license of the target company is being processed, Party B promises to complete the mining license and sign it to the target company no later than XX XX of XXXX after signing the Equity Transfer Contract between the two parties;

(6) Party B has the rights necessary to conclude and perform the letter of intent, and guarantees that this letter of intent can be legally binding on Party B; XXXXXXXX VII. Management of the target company

1. If the equity transfer is successful, the shareholder of the target company shall be changed from Party A to Party A and Party B. From the date of completion of the registration of the change of industry and commerce, the two parties shall jointly manage and manage the business by XXXXXXXX;

2. The two parties shall implement joint management of the target company. The organization of the company shall be changed within XXX days after the signing of the Equity Transfer Contract between the two parties. The board of directors shall be composed of X directors, of which Party A shall appoint X, chairman and legal representative. It shall be appointed by Party A/Party B; the Board of Supervisors shall be composed of XXXX, of which Party A shall appoint XXXX and the rest shall be elected by the target company according to law.

Or: The target company is operated and managed by the XXXXXXXX party. It has the right to operate independently and use its own work. The other party may not interfere without reason. The other party has the right to inspect, understand and retrieve the company's financial records, meeting minutes and other company documents according to law. The business conduct has the right to be legally and reasonably supervised.

3. Delivery: Within XXX days after the signing of the Equity Transfer Contract, Party B shall deliver all the materials such as the official seal, financial seal, financial account book, vouchers and contracts of the target company to the newly established board of directors of the target company.

4. Change of industry and commerce: Within XXX days after the signing of the Equity Transfer Contract, both parties shall cooperate with each other and actively complete the procedures for industrial and commercial change.

5. As the mining license of the target company is being processed, involving the following, including but not limited to the disposal of exploration rights, the use of mining rights, the change of mining rights, taxes and other follow-up expenses, the formal equity transfer contract is signed between the two parties. Afterwards, Party A shall bear the responsibility according to the law/shared by the two parties according to the proportion of the equity after the completion of the equity transfer/by the target company;

6. The target company shall not carry out production and sales before obtaining a mining license.

Eight, confidentiality provisions

1. Unless otherwise agreed in this letter of intent, both parties shall use their best endeavours to assume confidentiality obligations for all of the following matters relating to each other obtained by the performance of this letter of intent:

The scope includes business information, materials, documents, contracts. Including but not limited to: the terms of this letter of intent; the negotiation of the agreement; the subject matter of the agreement; the trade secrets of the parties; and any business letter

Confidentiality of information, materials and/or file content, including any content of this agreement and other cooperation matters that may be available to the parties.

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;

XXXXXXXX(4) is obliged by law to disclose to the relevant government departments as required by law, or to disclose the above confidential information to its direct legal counsel and financial adviser as required by any party 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 letter of intent.

IX. 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 Party A and Party B fail to reach a substantial equity transfer contract for the equity acquisition within XX months, the letter of intent is automatically terminated.

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

4. The signing of this letter of intent should be approved and authorized by the parties to the decision-making body.

5. This letter of intent shall take effect after the signature of the representative or authorized representative of Party A and Party B and the official seal is affixed.

Ten, other

1. At the time of equity transfer, Party A and Party B and/or relevant parties shall, on the basis of the preliminary agreement made by the intention, sign the specific matters concerning equity transfer, asset restructuring, asset transfer, debt settlement and transfer. A series of contracts and / or other legal documents. The contract and/or other legal documents signed at that time will constitute the final contract between the parties concerned on the specific matter, and replace the corresponding content of this letter of intent and the agreement between the parties to this letter of intent on the same issue. Oral or written advice, statements, warranties, undertakings, letters of intent, memorandums of understanding, agreements and contracts.

2. Both Party A and Party B must perform their own promises in good faith, and they are not allowed to abide by the agreement of this letter of intent by the fact that the letter of intent may be legally flawed or not yet complete.

3. Any party who violates the content agreed in this letter of intent shall be liable to the other party for negligence.

4. The original letter of intent is XX copies, each party holds X shares and has the same legal effect.

Party A (seal): Party B (signature, seal):

Legal representative: Legal representative:

X year X month X day X year X month X day

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