M&A agreements.
Acquirer: (hereinafter referred to as Party A).
Target Acquiree: (hereinafter referred to as Party B).
According to the relevant provisions of the Company Law of the People's Republic of China, in line with the principle of optimizing the allocation of resources and enhancing the competitiveness of the enterprise, both parties A and B have reached the following agreement on the merger of XX Company with XX Company through equal consultation:
1. The shareholders' meeting of the directors (meeting) of both parties has fully demonstrated and repeatedly discussed the merger matters, and made a resolution to unanimously agree that Party A will merge Party B, and abide by the relevant agreements reached thereby.
2. Party A will acquire Party B by assuming debts. In this merger and acquisition, Party A paid the consideration of xx yuan (RMB xx). Party A shall accept all its assets on the condition of assuming Party B's debts and shall not pay any additional consideration. Within xx days after the signing of this agreement, Party A shall pay Party B all the M&A payment.
3. After Party A merges with Party B, all the debts of the original Party B shall be borne by Party A, and the creditor's rights shall be enjoyed by Party A. The relevant notification obligation shall be implemented in accordance with the relevant provisions of the Company Law. After Party A merges with Party B, the original staff of Party B shall be uniformly placed by Party A, and in principle, priority will be given to Party B after assessment and evaluation, and if there are dismissed employees, the placement costs shall be borne by Party A.
4. After the signing of this agreement, both parties shall go through the procedures for the change of registration and transfer of Party B's assets with the agreement, and the relevant expenses and taxes shall be borne in accordance with the relevant laws and regulations of the state, and Party B shall bear the taxes and fees if they are not expressly borne. After this agreement comes into effect, Party A and Party B shall go through the procedures for the registration of equity transfer and the change of registration of Party A with the agreement, and submit it to the registration authority for announcement.
5. Party B declares that in the process of signing the agreement, there is no unlisted debt, if there is no unlisted debt or contingent debt, it guarantees to be responsible for corresponding compensation, and Party A can suspend the payment of the merger and acquisition payment and does not assume the liability for breach of contract when Party A knows that Party B has contingent liabilities.
6. After this agreement is signed by both parties, both parties shall perform accordingly and shall not breach the contract without authorization, and the matters not covered in this agreement shall be resolved through negotiation between the two parties, and the agreement concluded shall be a supplement to this agreement and shall have the same legal effect.
7. The bank account where Party A pays the M&A price to Party B: Receiving unit: XX Company; Name of opening bank: xx branch; Bank account number: xx
8. This Agreement shall be executed in four copies, one copy for each party and two copies shall be reported to the relevant authorities for the record.
The acquirer (sealed) XX company.
Legal person or authorized person (signed or sealed).
Time: YYYYYYYYYYYYYYYYYYYYY
The acquired party (sealed) XX company.
Time: YYYYYYYYYYYYYYYYYYYYY