【導(dǎo)讀】在本協(xié)議中，轉(zhuǎn)讓方和受讓方有時分別稱為“一方”，并有時被統(tǒng)稱為“雙方”。司，注冊地址為中華人民共和國上海市xxx區(qū)xxxx號。2)目標(biāo)公司注冊資金為美元80,800,元。轉(zhuǎn)讓方持有目標(biāo)公司美元。受讓方在此同意受。“轉(zhuǎn)讓方”見本協(xié)議文首段落的定義；報表及賬目，包括資產(chǎn)負(fù)債表、損益賬及所有附載的附注、報告及其它文件；構(gòu)辦理完成的日期；“本協(xié)議”指本協(xié)議及包括不時對本協(xié)議進(jìn)行修訂的補(bǔ)充合同；其它抵押權(quán)利、產(chǎn)權(quán)負(fù)擔(dān)、選擇權(quán)、優(yōu)先權(quán)及任何其它形式的權(quán)利。男性或中性形式出現(xiàn)的代詞均應(yīng)包括男性、女性和中性形式。應(yīng)被認(rèn)為跟有“但不限于”。目標(biāo)公司美元90,150,元出資額，占目標(biāo)公司注冊資本80%的股權(quán)。該目標(biāo)股權(quán)不附帶任何產(chǎn)權(quán)負(fù)擔(dān)及其它第三者權(quán)益。運(yùn)及商譽(yù)等各方面均不受損害。在沒有得到受讓方的同意前，轉(zhuǎn)讓方須確保目標(biāo)公。資料，并不隱瞞任何與收購相關(guān)之資料、數(shù)據(jù)或憑證。業(yè)務(wù)資料、資產(chǎn)情況、帳目、記錄等。在交割日后，如受讓方要求，轉(zhuǎn)讓方有責(zé)任

　　

【正文】 oval hereof, transfer hereunder and agreement on amendment to the joint venture articles of association。 (3) The board of directors shall vote for this Agreement, transfer hereunder and agreement on amendment to the joint venture articles of association。 (4) The pany shall disclose all information relating to any facts or issues (disregarding occurring prior to, on or after the execution date hereof) , as known by the Transferor or the Target Company, to the Transferee in a timely manner。 (5) The Company shall adopt all reasonable measures to maintain and protect its Assets, retain clients and maintain its relationship with the clients. Limit on the Transferor During the period as of the execution hereof until the pletion of the transfer hereunder, in terms of all major matters concerning operation of the Company, the Transferor shall fully cooperate with the Transferee, and ensure the Company shall not conduct any of the following actions without the written consent of the Transferee: (1) Borrow additional loans or incur any other liabilities (except for normal mercial credits in the process of general and usual business)。 (2) Make any guarantee set up on pany Assets or business to any party, or set up any Encumbrance on pany Assets or business to which the beneficiary may be any party. (3) Alter (exclusive of minor changes, and if any, the Transferor shall notify the Transferee of such changes as soon as reasonably possible) the employment Robin Tian (田玉民 律師 ) Attorney at Law Mobile:136 3637 3512 Email: terms and conditions for any employee (including but not limited to remunerations, retirement benefits and other benefits), or provide any benefits or pension to any of the above employee or its dependants, or dismiss any employee, or engage or designate any new employee, unless as otherwise provided for by law。 (4)Declare, make or pay any dividends or other distribution to the shareholders。 (5) Issue any capital stocks or borrow any amount (except for debts occurring in the process of current operations)。 (6) Take any action which may involve substantial obligation or may lead to substantial change of the Company nature, structure or business scope (except that of general and usual business)。 (7) Purchase or dispose, or agree to purchase or dispose any major business, equity, shares or any major Assets with a value of more than RMB1,000,。 or (8) Agree to take any of the above actions. ARTICLE 5 REPRESENTAIONS AND WARRANTIES OF THE TRANSFEREER The Transferee is fully petent for purchasing the equity in its own name. The Transferee has fulfilled necessary internal approval and authorization prior to execution hereof. The Transferee guarantees to perform the obligations as stipulated herein. ARTICLE 6 CONFIDENTIALITY Without prior written consent of the Transferee, the Transferor may not make any notice or announcement concerning the Transferee39。s intention to purchase the Target Equity or any matters relating thereto. The Transferee may not disclose any matters and/ or materials relating hereto to any third party。 To the extent of the following circumstances and scope, any party may disclose any materials relating to this Agreement or any relevant matters: Any legal provisions within the jurisdiction。 to the professional consultant of any party and/or the Target Company as well as banks。 Robin Tian (田玉民 律師 ) Attorney at Law Mobile:136 3637 3512 Email: Relevant data being known to the public not due to any party39。s default。 or Written agreement by and among the Parties. The Transferor shall in absolute confidentiality any data relating to the content, negotiation and relevant matters of this Agreement or to another party which is acquired or accessed due to execution or performance hereof。 Disregarding termination hereof under any circumstances, the provisions in this Article 6 shall continue being valid within three (3) years upon such termination. The rights and remedies of each party hereunder are accumulative, which shall not prejudice any other legitimate rights and remedies. ARTICLE 7 DEFAUT ACTION AND REMEDY Any breach of any representations, warranties or undertakings hereunder by any party hereto shall constitute a default of this Agreement. The default party shall pay the nondefault party liquidated damages amounting to 20% of the total transfer price of the Target Equity. In the event that the liquidated damages are not sufficient to pensate the losses of the nondefault party, the default party shall pensate the nondefault party39。s actual losses, unless as otherwise provided herein. The payment of the above pensation, late fee and liquidated damages shall not prejudice the continuous performance hereof by the nondefault party as stipulated herein. Where this Agreement is invalid or unable to be performed due to any party39。s violation or failure in performance of all or part of the obligations hereunder, the default party shall pay the nondefault party liquidated damages amounting to 20% of the total transfer price of the Target Equity, unless as otherwise provided herein. In the event that one Party breaches this Agreement, the nondefault party has the right to exercise any one or more of the following remedies to safeguard its rights: Suspend performance of the obligations under or relating to this Agreement, and resume the performance after the default party has eliminated the default situation。 suspension of performance of obligations by the nondefault party shall not constitute nonperformance or delay in performance of such obligations. Rescind this Agreement unilaterally with a written notice which shall e into force as of the date when it is served on the default party. Require the default party to pensate the losses of the nondefault party. [