股权转让协议(翻译样本).doc

XXX医疗器械有限公司股权转让协议
Agreement on Transferring Ownership of XXX Medical Instruments Co., Ltd
转让方： （以下简称甲方）
住所：
受让方： （以下简称乙方）
住所：
Transferor: (hereinafter abbreviated as Party A)
Address:
Transferee: (hereinafter abbreviated as Party B)
Address:
本协议由甲方与乙方就XXX医疗器械有限公司的股权转让事宜，于2006年11月15日在XXXX订立。
This agreement, about transferring ownership of Longyan Huawei Medical Instruments Co., Ltd (hereinafter abbreviated as Company), is entered by and between Party A and Party B in XXXX on November 15, 2006.
甲乙双方本着自愿、平等、公平、诚实信用的原则，经协商一致，达成如下协议：
Abiding by the principles of self-willing, equity, fairness, honesty and promise, after discussion both parties entered into this following agreement:
第一条股权转让价格与付款方式
1、甲方同意将持有XXX医疗器械有限公司50%的股权共25万元人民币出资额，以25万元人民币转让给乙方，乙方同意按此价格及金额购买该股权。
２、乙方同意在本协议签订之日起10日内，将转让费25万元人民币以现金方式一次性支付给甲方。
Article 1 Price and payment for transferring share
§ Party A agrees to transfer its 50% ownership of the Company or RMB 250,000 Yuan capital contribution totally to Party B at price RMB 250,000 Yuan; and Party B agrees to purchase the ownership at such price.
§ Party B agrees, that within 10 days after the signature of this agreement, it shall pay RMB 250,000 Yuan to Party A in cash and one jump.
第二条保证
１、甲方保证所转让给乙方的股权是甲方在XXX医疗器械有限公司的真实出资，是甲方合法拥有的股权，甲方拥有完全的处分权。甲方保证对所转让的股权，没有设置任何抵押、质押或担保，并免遭任何第三人的追索。否则，由此引起的所有责任，由甲方承担。
２、甲方转让其股权后，其在XXX医疗器械有限公司原享有的权利和应承担的义务，随股权转让而转由乙方享有与承担。
３、乙方承认XXX医疗器械有限公司章程，保证按章程规定履行股东的权力、义务和责任。
Article 2 Promise
§ Party A promises that the share of the Company transferred by Party A to Party B is Party A’s real capital contribution and legal ownership, and Party A has complete right to dispose the ownership. Party A promises that no mortgage, pledge, guarantee, or claim from any third party is on or against such ownership. Otherwise, any responsibility caused by such shall be at Party A’s cost.
§ After ownership transferred, all rights, responsibilities, liabilities of Party A in the Company shall be transferred to Party B for such transfer.
§ Party B acknowledges the Company’s articles of the association, and ensure to exercise or perform its right, responsibilities and liabilities in accordance with the Company’s articles of the association.
第三条盈亏分担
公司依法办理变更登记后，乙方即成为XXX医疗器械有限公司的股东，按章程规定分享公司利润与分担亏损。
Article 3 Profit or loss distribution
After the Company legally changes its registration, Party B shall be shareholder of the Company immediately, and share or bear the Company’s profit and loss in accordance with the provisions of the Company’s articles of the association.
第四条股权转让的费用负担
股权转让全部费用（包括手续费、税费等），由乙方承担。
Article 4 Expenses of this ownership transfer
All expenses (including commission charges, taxes, fees and so on) about this ownership transfer shall be at Party B’s cost.
第五条协议的变更与解除
发生下列情况之一时，可变更或解除协议，但双方必须就此签订书面变更或解除协议。
１、由于不可抗力或由于一方当事人虽无过失但无法防止的外因，致使本协议无法履行。
２、一方当事人丧失实际履约能力。
３、由于一方或双方违约，严重影响了守约方的经济利益，使协议履行成为不必要。
４、因情况发生变化，经过双方协商同意变更或解除协议。
Article 5 Amending and rescinding this agreement
Under any one of the following circumstances occurs, this agreement shall be amended or rescinded, but both parties must sign amendment or rescission agreement in written.
§ For force majeure or other external cause in which any party without fault but fails to prevent it, this agreement is impossible to be performed.
§ Any party losses its ability to perform this agreement practically.
§ For one party or both parties offend this agreement, and greatly impact economic interests of the other party abiding by this agreement, this agreement is unnecessary to be performed.
§ If any circumstance occurs, this agreement is amended or rescinded by both parties after their discussion.
第六条争议的解决
１、与本协议有效性、履行、违约及解除等有关争议，各方应友好协商解决。
２、如果协商不成，则任何一方均可申请仲裁或向人民法院起诉。
Article 6 Dispute resolution
§ Any dispute related to effectiveness, performance, breach and rescission of this agreement shall be resolved by both parties in kindly negotiation.
§ If negotiation fails, any party may apply for arbitration or resort to people’s court.
第七条协议生效的条件和日期
本协议经转让双方签字后生效。
Article 7 Validity requirements and effective date of this agreement
This agreement shall be effective after signed by both parties.
第八条本协议正本一式四份，甲、乙双方各执一份，报工商行政管理机关一份，XXX医疗器械有限公司存一份，均具有同等法律效力。
Article 8 This agreement has 4 counterparts, and each party has a counterpart; the Company saves a counterpart; municipal administration of industry and commerce saves a counterpart. All these counterparts have equal legal power.
甲方（签字或盖章）：乙方（签字或盖章）：
Party A (Signature or seal) Party B (Signature or seal)

Equity Transfer Agreement
Transferor:
Domicile:
Legal Representative:
Title:
Nationality:

Transferee:
Domicile:
Legal Representative:
Title:
Nationality:

Party A and Party B incorporated a Chinese-Foreign equity joint venture,
************ (hereinafter referred to as Company).
Party A and Party B, in accordance with the Law of the P.R.China on
Chinese-Foreign equity Joint Ventures and the Several Provisions on the Share
Right Variation of Investors of Foreign-Invested Enterprises, under the
principles of Equality and Free Will, Consultation and Consensus, Honesty and
Good Faith and Compensation of Equal Value, conclude this equity transfer
agreement:

[_]  The Amount of Equity to be transferred:

1.   Prior to the transfer, Party A contributes $***
amounting to **% of the Company's registered capital; Party B
contributes US$ *** amounting to **% of the Company's
registered capital.

2.   In light of the operation situation of the Company, Party A agrees
to transfer to Party B all the equity of the Company held by Party
A in accordance with this Agreement; Party B agrees to buy the said
equity. Party B shall own 100% of the equity of the Company after
the realization of the transfer.

3.   Neither the total investment amount nor the registered capital
shall be changed.

[_]  Price of the Transferred Equity and the Payment Thereof

1.   Upon friendly consultation between Party A and Party B, Party A
agrees to transfer **% of the equity of the Company held by Party A
at the price of ******* Yuan.

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2.   Party B agrees to pay Party A the price of transferred equity in
** times after the this Agreement goes into effect:

Before dd/mm/yy **% of the Price of transferred equity shall be paid, i.e. **** Yuan.

Before dd/mm/yy, the balance of **% of the Price of transferred equity shall be paid, i.e., ****Yuan.

[_].  The Rights and Obligations of Both Parties After the Transfer:

1.   The Company shall be run solely by Party B. Party B enjoys the
shareholder's rights and bears the shareholder's obligations,
while Party A will no longer participate in the running of the
Company, nor enjoy the shareholder's rights.

2.   The Company's all property, creditor's rights and debts shall
be undertaken by Party B, thus they have nothing to do with
Party A.

3.   All the contracts entered into in the name of the Company shall
continue to be effective; Party B shall make no rescission of
these contracts for any reasons unless Party B may rescind the
contracts upon the agreement thereon of both parties concerned.

4.   Party A shall cooperate with Party B to complete all the
transfer procedures; where special circumstances make it
impossible to transfer, Party A shall promptly refund all the
price of transfer to Party B.

[_]   Default

Both Party A and Party B shall perform this agreement after it goes into effect;
where either party breaches the agreement, the defaulting party shall bear the
corresponding liabilities for breach of contract.

[_].  Guarantee

1.   Party A guarantees that the equity transferred to Party B in
accordance with the stipulations hereof are held legally by
Party A in the Company and that Party A has completely effective
right to dispose of the said equity and that no third party
shall make claims thereof to Party B.

2.   Party A guarantees that the approval has been obtained from the
competent authority and valid authorization has been acquired
according to the relevant provisions of laws and regulations.

3.   Party B guarantees that the necessary authorization has been
obtained for the conclusion hereof.

4.   Party B guarantees to pay Party A the price of the transferred
equity according hereto.

[_].  Dispute Settlement

Party A and Party B shall by friendly consultation resolve the disputes
concerning the validity, performance, default, rescission, indemnity and so on
hereof. Where the disputes fail to be resolved within ninety days after the
disputes occur, both Parties agree to submit the disputes to the arbitration of
***************** and the arbitration shall be conducted in
***** in accordance with the arbitration procedures of the said Committee.
The arbitrator awards shall be final and binding upon both Parties. During the
arbitration, the other clauses hereof shall continue to be performed except the
disputed parts hereof.

[_].  Application of Law

This equity transfer agreement shall be governed by the laws and regulations of
****.

<PAGE>

[_]. This Agreement shall be executed only after it is signed and sealed by the
representatives authorized by both Parties; it shall be valid after it is
ratified by the original ratifying authority. This Agreement has ** copies of
originals; Party A and Party B shall hold one copy respectively and the other
copies shall be presented to the departments concerned for approv al or records.
All these copies shall be equally effective at law.

Transferor:                                         Transferee:

Representative:                                     Representative:

Date:                                               Date:

Place of Signature:

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