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STOCK PURCHASE AGREEMENT

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STOCK PURCHASE AGREEMENT Powered By Docstoc
					                          STOCK PURCHASE AGREEMENT

This Stock Purchase Agreement is made and entered into this _____ day of ______________, _______ (the
“Effective Date”) by and between:-

                                            [NAME OF SELLER]
                                                 (the “Seller”)
                       with its registered office situated at ______________ [address]
                     _______________ [name of representative] as its legal representative

                                                     and

                                         [NAME OF PURCHASER]
                                              (the “Purchaser”)
                       with its registered office situated at ______________ [address]
                     _______________ [name of representative] as its legal representative



WHEREAS the Seller owns ________ Legal Person Shares of _______________ [name of company] (the
“Company”), representing ____% of the total issued and outstanding share capital of the Company;

AND WHEREAS the Seller desires to sell and the Purchaser desires to purchase part of such stock, on the
terms and conditions hereinafter set out.

NOW THEREFORE the parties agree as follows:-

                                  ARTICLE I - SALE OF SHARES
1.1      The Seller agrees to sell to the Purchaser, and the Purchaser agrees to purchase from the Seller
__________ Legal Person Shares of the Company, par value RMB___ per share (the “Shares”), owned by
the Seller and all of the rights and interests of the Seller therein and thereto at the Effective Date of this
Agreement on terms and subject to the conditions set forth in this Agreement.

1.2      The Seller owns a total of _________ Legal Person Shares of the Company. The Shares to be sold
to the Purchaser hereunder constitute approximately _____% of the total issued and outstanding share
capital of the Company.

                        ARTICLE II - PURCHASE CONSIDERATION
2.1    The total purchase consideration for the Shares under this Agreement is Renminbi Yuan
____________________ [amount in words] (RMB_____________ [amount in numbers]) (the “Purchase
Consideration”).

2.2      The Purchase Consideration shall become payable to an account designated by the Seller within
thirty (30) days after the completion of the registration of transfer of shares in the _________ Stock
Exchange Registration Company Ltd. (the “Registration Company”).

2.3      The Seller shall give a notice to the Purchaser within fifteen (15) days after the completion of
registration of transfer of shares as set forth in Article 2.2, designating its account for the payment of the
Purchase Consideration by the Purchaser.

2.4     Notwithstanding any other provisions of this Agreement, at any time before the Purchaser makes
payment of the Purchase Consideration, the Purchaser shall be entitled to set off part or all of the
Purchase Consideration with any amount due or not, owed by the Seller to the Purchaser. Upon the
issuing of notice of such set-off by the Purchaser to the Seller, the set-off shall take effect, whereby the
                                                     -2-


Purchaser shall be released from payment of the Purchase Consideration and the Seller shall be released
from its debt to the Purchaser in the amount being set off.

      ARTICLE III - REPRESENTATIONS AND WARRANTIES OF THE SELLER
The Seller hereby represents and warrants to the Purchaser as follows:

3.1    The Seller is a legal person duly organized and validly existing under the laws of the People’s
Republic of China. The Seller has full corporate power and authority to execute and deliver this
Agreement and to perform its obligations hereunder.

3.2       The Company is listed on the _________ Stock Exchange and as of the date of this Agreement, its
listing status has not been terminated, withdrawn, suspended or restricted.

3.3     The Shares are duly authorized, validly issued, outstanding, fully paid and non-assessable. The
Seller owns the Shares free and clear of all liens, security interests, pledges or encumbrances of any kind.

3.4      The execution and delivery by the Seller of this Agreement does not, and the performance by the
Seller of its obligations under this Agreement will not:

(a)     conflict with or result in a violation or breach of any of the certificate or articles of association or
        other comparable corporate charter documents of the Seller or the Company;

(b)     conflict with or result in a violation, default or breach, as applicable, of any law, rule, regulation,
        order, writ, judgment, injunction, decree, determination or award or contract or agreement
        applicable to the Seller or the Company or any of their respective assets and properties.

3.5     The total number of shares of the Company owned by the Seller shall not fall below ________
shares and shall be in conformity with the representations and warranties made in Article 3.3 herein from
the Effective Date of this Agreement to the completion of registration of transfer of Shares with the
Registration Company.

3.6     The Seller shall disclose all information to its knowledge about the Company which may cause
the price of the Shares to move down at the Effective Date of this Agreement other than information
already made available and accessible to the public.




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posted:10/1/2012
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