Equity Transfer Price and Payment. 3.1 Equity transfer price Party A shall transfer its 37.5% equity in the target company to Party B for a price of RMB6,178,006.07.
3.2 Payment of equity transfer price Party B will pay the transfer price of RMB6,178,006.07 in lump sum to the account designated by Party A in writing, within three months after the target company receives the changed Corporate Business License.
3.3 After the equity is vested in Party B and Party B has paid the transfer price according to the above Article 3.2, Party B shall share profits, risks and losses (including profits, claims and debts to be shared from the effective date) of the target company according to its holding proportion in the company.
Equity Transfer Price and Payment. 2.1. The value of all shareholders' equity involved in the Target Company's equity is evaluated by Zhejiang Yaoxin Asset Evaluating Co., Ltd. For details, see Asset Appraisal Report No. 366 [2022] in Zhejiang United Appraisal Journal. The appraisal value of the Target Company is RMB 297,491,600. The parties agree that the total consideration for the acquisition shall be RMB 260,000,000 based on the above assessed value.
2.2. The Parties agree to pay the equity transfer fee according to the following schedule:
2.2.1. The pre-paid equity transfer amount of RMB 126,000,000 paid by Party B to the account designated by Party A shall be converted into the official equity transfer amount.
2.2.2. Remaining equity transfer payment: RMB 134,000,000, Party B shall issue additional shares of Party B to Party A or Party A's designated subject name within 30 days after the completion of the contents stipulated in this Agreement 3.
2.1. The price of the additional shares will be the average price of the ten trading days prior to the signing date (i.e. MA10), and the additional shares will be Class A ordinary shares with a restricted period of 6 months. The exchange rate is the central parity rate of the People’s Bank of China on the signing date.
Equity Transfer Price and Payment. (1) Party A hereby agrees to transfer 100% equity interest in Target Company to Party B at a total price of XXX 000 Xxxxxxx ONLY (RMB Four Hundred and Ten Million Yuan Only).
(2) The two Parties hereby agree to make payments of Equity Transfer Price in accordance with the following:
(1) Within 30 days after signing of the agreement, Party B shall pay the balance of equity transaction of RMB169,938,192 to Party A;
(2) According to the agreed upon installment terms in the previous acquisition of Target Company from Hezhong (Tianjin) International Development Co., Ltd. by Party A, through the execution date of this agreement, Party A owes Hezhong (Tianjin) International Development Co., Ltd. RMB240,061,808 unpaid debt balance (including the principal and interest). After this agreement is signed, the unpaid debt balance should be directly paid to Hezhong (Tianjin) International Development Co., Ltd. by Party B instead of by Party A. The detail payment terms should be clearly stated in Debt Transfer Agreement which was signed by Party A, Party B and Hezhong (Tianjin) International Development Co., Ltd.
Equity Transfer Price and Payment. 2.1 Party A agrees to transfer all its equity lawfully held in Dalian Company, i.e. all its equity accounting for 70% of the registered capital of Dalian Company, at a price of RMB155,569,700 (in words: RMB one hundred and fifty-five million five hundred and sixty-nine thousand seven hundred) (“Equity Transfer Price”), to Party B according to the conditions as set forth herein, and Party B agrees to accept the said equity at such price.
2.2 Party A and Party B acknowledge that the financial account reference date of Dalian Company in connection with the determination of the Equity Transfer Price is October 31, 2013 and all the assets and liabilities of Dalian Company as at such reference date are subject to the data as confirmed in RuiHuaZhuanShenZi 2013 No.90440022 Audit Report (Exhibit 1) issued by Ruihua Certified Public Accountants LLP.
2.3 Party A and Party B agree that Party B will pay and Party A will receive the said Equity Transfer Price as follows:
2.3.1 Within five working days following effectiveness of this Agreement, Party B shall pay 50% of the total Equity Transfer Price, i.e. RMB77,784,850 (in words: RMB seventy-seven million seven hundred and eighty-four thousand eight hundred and fifty), to Party A;
2.3.2 Within thirty days following effectiveness of this Agreement and upon completion of management handover, Party B shall pay 30% of the total Equity Transfer Price, i.e. RMB46,670,910 (in words: RMB forty-six million six hundred and seventy thousand nine hundred and ten), to Party A;
2.3.3 Within ten days following completion of AIC change registration procedures, Party B shall pay 18% of the total Equity Transfer Price, i.e. RMB28,002,546 (in words: RMB twenty-eight million two thousand five hundred and forty-six), to Party A;
2.3.4 The remaining 2% price shall be paid within one year following effectiveness of this Agreement or within ten days after Dalian Company obtains the presale permit of the commercial residential housing of Phase I Project (whichever comes first).
2.4 Party A agrees to cooperate with Dalian Company and Party B in completing all the AIC change registration procedures concerning equity transfer at one time within five (5) days after receiving the Equity Transfer Price payments as provided for in Article 2.3.1 and Article 2.3.2 hereof.
2.5 Party A’s bank account receiving the Equity Transfer Price paid by Party B
Equity Transfer Price and Payment. 2.1 The two parties agreed that the Subject Equity Interests under this Agreement already includes all derived rights and interests. The Transfer Price already includes the consideration on the Subject Equity Interests and their derived rights and interests. The Transfer Price already includes all the accumulated retained earnings in Dalin up to the date of the completion of this Transaction. Fan shall not claim any rights related to the Subject Equity Interest on the distribution of the profit in Dalin after the signing this Agreement.
Equity Transfer Price and Payment. 2.1 The both parties agree that the total equity transfer fee in this agreement is RMB0.32 million.
2.2 Party B shall pay the first equity transfer fee of RMB200000 to Party A within 2 days upon the signature of this agreement; Party B shall pay the second equity transfer fee of RMB60000 within 5 days after the documents required for the industrial and commercial alteration stated in article 5.1.4 of this agreement are submitted to and accepted by the relevant competent authorities such as the industrial and commercial administration formally; Party B shall pay the third equity transfer fee of RMB60000 within 5 days after all the above-mentioned alteration registrations/references are finished and the corresponding licenses and certificates are issued.
2.3 Payment of Equity Transfer Fee Party B shall transfer the above-mentioned equity transfer fee to the following account specified by Party A:
Equity Transfer Price and Payment. 3.1 All parties unanimously agree that the consideration of Party A’s acquisition target is RMB 10 million (in words: XXX 00 million only) (“equity transfer consideration”). See Annex I for the balance sheet of Mingde Holding Group as of October 30, 2021.
3.2 All parties agree that the consideration for equity transfer should be paid to the Transferors in cash or cash equivalent agreed to by all parties within one month from the date of signing this agreement. Among them, Party A shall pay 9.9 million yuan or cash equivalent to Party B; Pay 100,000 yuan or cash equivalent to Party C.
3.3 All parties confirm that the final purchase price under this agreement is the price including tax, and the taxes and fees that should be borne by the Transferors in this transaction shall be borne by the Transferors according to law; the taxes and fees borne by the transferee shall be borne by the transferee according to law.
3.4 Party A promises that Party B will enter the board of directors of the parent company of the affiliated group and serve as the executive vice president of the parent company of the affiliated group. After the completion of this transaction, Party A will start to follow the compliance procedures of listed companies.
3.5 If Party A fails to meet the commitment in Article 3.4, Party B has the right to implement it according to Article 7.3 of this agreement.
Equity Transfer Price and Payment. 2.1 The two parties have agreed after negotiation, that Transferor transfers the Subject Equity Interests to Transferee and Transferee accepts the Subject Equity Interests and pays the transfer price accordingly, in compliance with the prerequisites set in Article 3 of this Agreement and other restrictive terms and conditions of this Agreement.
2.2 Transferee and Transferor determined after negotiation that the Transfer Price is RMB6,440,000 (the “Transfer Price”).
2.3 The Transferee shall, within 60 days after the updated business license is obtained, pay the Transfer Price to the Transferor in RMB. Meanwhile, Transferor shall designate and notify to Transferee its receipt account at least ten days in advance.
Equity Transfer Price and Payment. 2-1 Equity Transfer Price
2-1-1 The Parties agree that the Transfer Price for Subject Equity Interests and Accrued Interests is RMB44,000,000 only (Forty-Four Million RMB).
2-1-2 The interests of Subject Equity Interests and Accrued Interests are subject to the Shareholders Joint Venture and Cooperation Agreement between the Transferee and Shaanxi Power Construction and the revised Article of Association.
2-1 3 The rights and liabilities between the Transferor, Shaanxi Power Construction and its affiliates and Xi'an Huitian have been confirmed by Xi'an Huitian, the Transferor and Shaanxi Power Construction.
2-2 Payment Dates and Arrangements for Payments:
2-2 1 The Transferor shall, from the date of execution, assist the Transferee in completing the approval formalities for such equity transfer from Government Authorities and assist in AIC alteration registration of the Subject Equity Interests and register the Subject Equity Interests in the name of the Transferee or the Affiliated Party. After the AIC alteration registration, the Deposit Money of RMB 10,000,000 paid by the Transferee to the Transferor will automatically become the initial installment of consideration. Simultaneous to the execution of this Equity Transfer Agreement, the Transferor and the Transferee will sign a pledge agreement and an entrustment agreement regarding the Subject Equity Interests, under which the Transferor shall immediately pledge the Subject Equity Interests to the Transferee or a financial institution designated by the Transferee and the entrustment agreement shall be immediately notarized, which shall take effect after the second installment is paid from the Transferee to the Transferor. Within 5 days after completion of the pledge and notarization formalities, the Transferee shall pay RMB 12,000,000 to the Transferor as the second installment. With the assistance from the Transferor, the Transferee shall complete the pledge and entrustment formalities for the Subject Equity Interests within one month after the execution of this Agreement. If the pledge and entrustment formalities for the Subject Equity Interests could not be completed within one month after the execution of this Agreement for any reason other than absence of timely assistance from the Transferor, the Transferee shall still pay the second installment to the Transferor. After the Transferor has received the second installment, the entrustment agreement of the Subject Equity Interests shall immediately ta...
Equity Transfer Price and Payment. 2.1 Party B1 and Party B2 shall pay the transfer fee corresponding with the accepted equity proportion to Party A according to the respective acceptance ratio, i.e. the equity transfer fee paid by Party B1 to Party A is RMB4.2 million × accepted equity ratio, while the equity transfer fee paid by Party B2 to Party A is RMB4.2 million × accepted equity ratio; Party A1 will obtain 75% transfer fee, i.e. RMB3.15 million for that, and Party A2 will obtain 25% transfer fee, i.e. RMB1.05 million for that.
2.2 Party B shall pay the first equity transfer fee of RMB200000 as the deposit to Party A at the signature day of this agreement; the both parties shall prepare and handle the documents required for the work stated in article 5.1.5 within 18 days after the signature of this agreement, and Party B shall pay the second equity transfer fee of RMB1.9 million; Party B shall pay the third equity transfer fee of RMB1 million within 2 working days after the documents are accepted formally when Party A notifies to prepare for the payment within 3 days before all the above-mentioned documents are submitted to the competent authorities such as educational department and industrial and commercial administration; Party B shall pay the forth equity transfer fee of RMB1.1 million within 1 working day after all the above-mentioned alteration registration/reference are finished and the corresponding licenses and certificates are issued.
2.3 Payment of Equity Transfer Fee Party A specifies Party B to transfer the above-mentioned equity transfer fee payable to the following account or deposit it with cash to the following account: Account Name: Xx Xxxx Ji Bank: China Construction Bank Account Number: 4367 4209 4256 0270 146
