Simple fixed assets transfer contract model 1
Party A (Transferor):
Principal responsible person:
Address:
Party B (transferee):
Legal representative:
Address:
This agreement is signed at (address):
Whereas:
On July 3, 1.20_, Party A announced the asset package to be sold, and informed Party B of the adjustment of the asset package to be transferred and the asset items in the asset package in written form (including electronic CD) before Party B bid. Party B has fully understood the status of non-performing assets in the asset package, and both parties unanimously agree to take the assets in the asset package (including principal and interest of creditor's rights, equity assets, physical assets, debt-paying assets, related litigation costs and off-balance sheet interest) and other property rights as the transfer targets of this transaction. The final target amount is based on the data approved by Party A and reported to the relevant regulatory authorities for the record, and the relevant information has been listed in the annex to this agreement.
2. Under the current situation of transferring the subject matter, through negotiation, Party A agrees to transfer all the main rights and corresponding subordinate rights under the subject matter to Party B at the consideration agreed in this agreement. Party B agrees to accept these transfer targets and pay the transfer price to Party A in full according to the agreement.
Article 1 the subject matter of transfer
1. 1 Party A agrees that the total balance of creditor's rights (equity) of creditor's rights assets is RMB (in words) (in figures) as of the "base date" for the transfer of assets, and RMB (equity) and RMB (creditor's rights) assets are RMB (in figures).
1.2 All receipts received during the period from the "base date" of asset delivery to the completion of all asset delivery procedures for the above-mentioned transfer target.
Transfer them to Party B together.
Article 2 Transfer Price and Payment
2. 1 The transfer price of the transfer object under this agreement is RMB (in words) and RMB (in figures).
2.2 Within seven days after the signing of this agreement, Party B shall pay a deposit of RMB (in words) and RMB (in figures) to Party A, and at the same time, Party B shall pay 50% of the remaining payables, namely RMB (in words) and RMB (in figures) within 30 days after the signing of this agreement, and pay off all the transfer price within 45 days after the signing of this agreement. However, Party B can pay all the money in advance. The above price shall be transferred to the account designated by Party A in one lump sum (since Party B has paid the deposit and deposit of RMB 10000, the remaining unpaid amount of the transfer price actually paid by Party B this time is RMB (in words) (in figures). Party A's bank:
Account name:
Account number:
2.3 If Party B fails to pay the transfer price in full within seven days after the signing of this agreement, Party A has the right to ask Party B to make up the remaining unpaid transfer price within five working days from the eighth day after the signing of this agreement, and at the same time has the right to ask Party B to pay liquidated damages. The calculation standard of liquidated damages shall be calculated from the eighth day after the signing of this agreement, and shall be paid at the rate of 0.5 ‰ of the balance payable for each natural day overdue.
2.4 If Party B fails to fulfill the provisions of 2.2 and 2.3 as scheduled, it is a breach of contract, and Party A has the right to dissolve this Agreement and take all corresponding measures. Party B solemnly promises that if Party B unilaterally violates the contract mentioned in this paragraph, Party A will not refund the deposit paid by Party B to Party A, and it will be regarded as the liquidated damages paid by Party B to Party A. ..
Article 3 Transfer of assets and rights within the scope of the transfer target
3. 1 From the effective date of this agreement and the date when Party B pays off the transfer price stipulated in Article 2. 1 of this agreement, the assets and rights within the transfer scope shall be transferred by Party A to Party B. ..
3.2 When the assets and rights in the transfer target are transferred, all related subordinate rights (including but not limited to secured creditor's rights, mortgage rights and pledge rights) are also transferred to Party B. If the relevant assets or rights need to go through the formalities of property right transfer or change of obligee, Party B shall be responsible for the formalities and bear the relevant expenses, and Party A shall assist in the handling.
3.3 While transferring the assets and rights within the scope of the subject matter, the agency agreement (contract) related to the subject matter creditor's rights and assets involving the intermediary agency is also transferred to Party B. Unless the trustee agrees or the dissolution reasons agreed in this contract arise, Party B, as the new entrusting party, shall continue to be bound by the original agency agreement (contract) and inherit the property of Party A and the trustee.
3.4 Within 30 working days from the date when Party B pays off all the money agreed in Article 2 of this Agreement, Party A and Party B shall complete the relevant procedures of asset delivery and data transfer. The payment period agreed in Article 2.2 of this Agreement and the period during which Party A and Party B handle the relevant procedures for asset delivery and data handover are the asset custody period of both parties, and the income generated from the transfer of the subject matter during the custody period belongs to Party B. After the completion of the relevant procedures for asset delivery and data handover, Party A will no longer be responsible for the management of assets (rights) and related materials within the scope of the transfer. (Unless Party B entrusts Party A with management). Party A shall, within 60 days after the signing of this contract (or within a longer period agreed by Party B), notify the obligor of each asset through a joint announcement by Party A and Party B (or in other ways according to applicable laws and regulations when necessary) that the assets (rights) under this agreement have been transferred by Party A to Party B..
3.5 If Party B can fully perform the stipulations in Article 2 of this Agreement, Party A agrees to notify the obligors of all assets in the form of a joint announcement by Party A and Party B (or in other ways stipulated by applicable laws and regulations when necessary) within 60 days after the signing of this Agreement (or within a longer period agreed by Party B in writing). Within 30 working days from the date when Party B pays off all the money agreed in Article 2 of this Agreement, Party A and Party B shall complete the relevant procedures for asset delivery and data transfer. These 30 working days are the custody period of the assets of Party A and Party B, and the income generated from the transfer of the subject matter during the custody period belongs to Party B. After the completion of the relevant procedures for asset delivery and data transfer, Party A will no longer be responsible for the management of assets (rights) and related data within the scope of transfer.
3.6 Party A shall deliver or provide the following documents to Party B at the time of delivery:
3.6. 1 Original or copy of loan contract (if any)
3.6.2 Original or copy of guarantee contract (if any)
3.6.3 Original or copy of guarantee contract (if any)
3.6.4 Original or photocopy of loan receipt (if any)
3.6.5 Original or photocopy of litigation documents (if any)
3.6.6 Original or photocopy of the settlement agreement, court judgment or transfer agreement (if any).
3.6.7 Original or photocopy of registration certificate of other rights of land use right (if any)
3.6.8 Original or photocopy of registration certificate of other rights of houses and buildings (if any)
3.6.9 Original or copy of confirmation letter of real estate mortgage (if any)
3.6. 10 Original or photocopy of other property registration certificate (if any)
3.6. 1 1 The relevant agreement reached between the original obligee and Party A when the original obligee transferred the transfer object to Party A, and the original or photocopy of the relevant transfer notice (if any).
3.6. 12 Original or photocopy of relevant collection notice and receipt (if any)
3.6. 13 originals or photocopies (if any) of other documents included in "investor review documents"
3.6. 14 originals or copies (if any) of other relevant materials that Party A thinks should be handed over.
Article 4 * * * Agreement on related matters during the management period
34. 17 According to the Company Law, under the same conditions, other shareholders of the original holding enterprise of Party A have the preemptive right to the equity assets in the asset package transferred by Party A.. Party A has fulfilled its obligation to inform the board of directors and other shareholders of the original holding company through the secretary of the board of directors that the original equity assets of Tianjin Industrial Investment Co., Ltd., Tianjin Equipment Transfer Leasing Company and Tianjin Jin Rong Investment Co., Ltd. are packaged and transferred. In view of the particularity of equity assets, during the management period after the signing of this agreement, Party B entrusts and authorizes Party A to negotiate with the relevant shareholders of the three companies mentioned in this paragraph to handle related matters. The specific entrustment and authorization contents and other related matters shall be agreed upon by both parties in the relevant entrustment agreement signed separately. * * * After the end of the custody period, Party A will no longer participate in the management and handling of equity assets in the asset package. During or after the management period of * * *, Party B shall exercise and dispose of the right to transfer the equity assets involved in the asset package according to the relevant provisions of the Company Law (such as the preemptive right of other shareholders of the enterprise in which Party A holds shares). If other shareholders of the above three enterprises request to exercise the preemptive right, and the purchase price is not lower than the price listed by Party A (see the annex to this agreement for relevant prices), Party B will unconditionally recognize it. If the quotations of other shareholders are lower than those listed by Party A, Party B shall negotiate with other shareholders to determine the transfer price, or Party B shall authorize Party A to negotiate with other shareholders to determine the transfer price.
34.28 If Party B entrusts Party A with the management and disposal of some or all of its transferred assets within the management period specified in Clause 3.4 after the signing of this Agreement, Party A will charge Party B an entrusted agency management fee of 2% for cash recovery.
4.3 In addition to the * * * management period stipulated in this agreement, the specific entrustment and authorization contents and other related matters shall be agreed upon by both parties in the relevant entrustment agreement signed separately. If Party B needs to entrust Party A to extend the period of management and disposal of some assets, the expenses, scope and other related matters shall be agreed by both parties in the relevant entrustment agreement signed separately. Then, in the relevant entrustment agreement signed by both parties separately, it is clearly stipulated that it includes the entrusted agency fee, the scope of entrusted agency and other related matters. Article 4 and Article 5 Tax burden.
4. 1 The tax burden arising from the transfer of creditor's rights and assets under this agreement shall be borne by both parties in accordance with relevant laws and regulations.
Article 5 Other special agreements
5. 1 Status of transfer target: There may be various legal and factual defects in the non-performing assets in the asset package. Party A sells as it is, and Party B buys as it is. Party B promises not to ask China Huarong Asset Management Company, Party A, Industrial and Commercial Bank of China, its branches and governments at all levels in China for any defects or disputes that may exist in the authenticity, legality and interest realization of any single or multiple assets in the asset package, and China Huarong Asset Management Company, Party A, Industrial and Commercial Bank of China, its branches and governments at all levels in China will not bear any responsibility.
5.2 In view of the fact that the transferred object may be guaranteed by state organs, institutions and social organizations, Party B promises not to exercise the right of recourse and claim compensation from the above-mentioned guarantee subjects.
5.3 In view of the fact that before the signing of this Agreement, Party A has actually managed and disposed of some of the underlying assets and done relevant work for the purpose of safeguarding rights, Party B agrees to unconditionally recognize and accept Party A's disposal of all or part of the underlying assets or the measures taken for the purpose of safeguarding rights and the corresponding disposal results before the effective date of this Agreement.
5.4 After Party A transfers the above-mentioned creditor's rights, Party A requires Party B to claim the rights from the debtor in the way and method permitted by national laws and regulations, and Party B's signing of this agreement shall be deemed as knowing this requirement of Party A. ..
5.5 From the date when Party B signs this Agreement, Party B shall be assigned the transfer object mentioned in Article 1 of this Agreement. Where the relevant assets or rights need to go through the formalities of property right transfer or change of obligee, Party B shall be responsible for the formalities and bear the relevant expenses, and Party A shall assist in the formalities.
5.6 After Party B receives the above-mentioned creditor's rights assets, Party A has nothing to do with any objection of the debtor and the third party to the transfer target involved in this agreement. According to Party B's requirements, Party A shall assist Party B to handle the procedures for changing the obligee of the mortgaged assets or related litigation matters in the transfer.
5.7 After Party B receives the above creditor's rights, Party A has nothing to do with any objection of the debtor and the third party to the transfer subject matter involved in this agreement.
Article 6 representations and warranties
6. 1 Party A's representation and guarantee
6. 1. 1 The subject matter of the transfer under this agreement is a financial non-performing asset, which has the risk characteristics of being partially or completely irrecoverable and is difficult to repay.
6. 1.2 Party A is a legally established non-bank financial institution, which enjoys the legitimate rights and interests of the transferred object and has the right to transfer the assets and rights in the transferred object to Party B according to law.
6. 1.3 Party A promises to keep confidential any business information and materials (whether written or otherwise) of Party B that it knows as a result of signing and performing this Agreement, and will not disclose it to any third party in writing, orally or in any other form, but according to
6. 1.4 If Party A transfers the transfer target mentioned in Article 1 of this Agreement according to the current situation, there may be defects in the transfer target, such as: the remarks about the asset status in the schedule are different from the actual situation; Property assets are occupied by others or there is a lease relationship; Some basic assets may have tax arrears and arrears; Some creditor's rights and subordinate rights have not been confirmed by the court; Some may have exceeded the statute of limitations; In the process of litigation or execution of some assets, the original creditor may owe some fees; The applicant is the original obligee, and the client has not applied for change; Some creditor's rights may not apply for enforcement after litigation, and some creditor's rights in execution have been partially recovered; After some debtors returned the money to the original obligee, the original obligee failed to transfer the money to us in time, resulting in the difference between the transferred creditor's rights and the actual creditor's rights; In some cases, debtors or guarantors were dismissed or handed over to public security organs for investigation because of suspected criminal offences; Some debtors, mortgagor or creditor's rights guarantor have objections to the amount of debt, the effectiveness of mortgage and the effectiveness of guarantee; Some creditor's rights collateral may have been disposed of or lost, and some debt enterprises, debt guarantors and mortgagor may have gone bankrupt or be about to face bankruptcy liquidation.
6. 1.5 If the property right assets or related collateral in the subject matter transferred by Party A involve state-allocated land use rights and collective land use rights, Party A and the original obligee have not obtained the approval documents of the relevant people's government for the transfer or transfer, and Party A is not responsible for handling such approval documents after the transfer.
6. 1.6 The assets corresponding to the transfer target under this agreement may be leased, and Party A cannot estimate and predict the impact of this situation on Party B. ..
6. 1.7 The principal and interest owed by the debtor listed in this contract come from the accounting records of China Industrial and Commercial Bank and Party A, which may be different from the financial records of the debtor.
6. 1.8 According to Party B's requirements, Party A shall assist Party B to handle the procedures for changing the obligee of the mortgaged assets or related litigation matters in the transfer. If Party B needs Party A to prove the facts related to the transfer because of exercising the right to appeal or other claims, Party A will cooperate, but Party A does not guarantee that Party B can get the support of relevant judicial departments when claiming rights.
6.2 Party B's representations and warranties
6.2. 1 Party B confirms that it has fully investigated and understood all relevant matters such as the nature, amount, authenticity, legality, effectiveness and legal obstacles to the realization of rights of the transferred object and the assets and rights listed in the annex to this agreement, and agrees to accept the transfer according to the current situation and existing information of the transferred object. Party B has known and understood "7. 1.4", "7. 1.5", "7. 1.6", "7. 1.7" and "7. 1.8". Party B agrees to purchase the transfer according to the current situation of the transfer target.
6.2.2 Party B promises to keep confidential any business information and materials of Party A (whether in writing or in other forms) that it knows as a result of signing and performing this Agreement, and will not disclose it to any third party in writing, orally or in any other form; Unless provided by Party B in accordance with relevant laws and requirements and regulations of relevant regulatory agencies.
6.2.3 Party B promises to exercise its rights by legal means and ways, and promises to be responsible for any measures and actions taken in the process of claiming rights after the transferee and their consequences;
6.2.4 After Party B accepts the above-mentioned transfer target, if the debtor has any objection to the debt amount in the process of claiming rights, Party B and the debtor shall settle it through consultation.
6.2.5 Party B confirms that Party A has not made any explicit or implied statement, commitment or guarantee of any kind or nature regarding the adequacy of any information provided to Party B under this Agreement and the nature, conditions or recovery possibility of any transfer object under or related to this Agreement that Party B wants to purchase.
6.2.6 Party B guarantees that after accepting the assets (rights) subscribed for in this Agreement, it will not put forward any form of defense or claim for defects, or demand the return of the transferred assets (rights) or claims to Party A due to any obstacles or risks in the process of claiming rights (such as the debtor, guarantor or third party preventing or defending its realization of the principal creditor's rights and subordinate rights).
Article 7 Event of Default and Liability for Default
7. 1 Any party's failure to perform its obligations under this Agreement shall constitute a breach of contract. The breaching party shall compensate the other party for the actual losses.
7.2 Where there are special provisions on the liability for breach of contract in other clauses of this Agreement, such provisions shall prevail.
Article 8 the contract comes into effect
8. 1 this agreement shall come into force after being signed by the legal representatives or legally authorized representatives of both parties and stamped with the official seals of the company.
Article 9 Applicable Law and Dispute Resolution
9. 1 The conclusion, validity, interpretation, performance and dispute settlement of this Agreement shall be governed by the laws of People's Republic of China (PRC).
9.2 During the performance of the Contract, all disputes arising from or related to the performance of this Agreement shall be settled through friendly negotiation. If negotiation fails, either party may submit the dispute to a competent court for adjudication according to law.
Article 10 Modification and change
10. 1 This Agreement shall not be modified without the written consent of both parties and the signing of a supplementary agreement. If the contents of this agreement are modified through consultation, both parties shall sign relevant legal documents separately.
10.2 Any modification or change document signed by both parties in writing constitutes a supplementary document to this agreement and has the same legal effect as this agreement.
10.3 Any change in national laws, regulations, rules and relevant judicial interpretations after the entry into force of this Agreement shall not constitute a reason for either party to claim that this Agreement is invalid. If the contents of this agreement are modified through consultation, both parties shall sign relevant legal documents separately.
Article 11 confidentiality clause
The confidentiality agreement originally signed by Party A and Party B is an integral part of this contract, and the relevant contents involved in this agreement shall also comply with the provisions of the confidentiality agreement, and both parties hereby promise to strictly implement it.
Article 12 Others
The attached asset package list is an integral part of this agreement.
12.2 for matters not covered in this agreement, both parties shall sign a supplementary agreement after negotiation, and the supplementary agreement shall have the same legal effect as this agreement.
12.3 the original of this agreement is in quadruplicate, and each party holds two copies. All originals have the same legal effect.
Party A (official seal): _ _ _ _ Party B (official seal): _ _ _ _ _
Legal representative (signature): _ _ _ _ _ Legal representative (signature): _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Simple fixed assets transfer contract mode 2
Transferor: (hereinafter referred to as Party A) legal representative:
Transferee: (hereinafter referred to as Party B)
Legal representative:
According to relevant laws and regulations, Party A and Party B, through friendly negotiation, reached an agreement on matters related to the transfer of Party A's Yichang Xingfa Group Co., Ltd. power house assets to Party B, and hereby signed this contract for both parties to abide by.
I. Subject matter of transfer
Party A transfers its housing assets of Nanyang River Power Station, Jiuzhonghe Power Station and Cangpinghe Power Station to Party B, in which the original book value of Nanyang River Power Station is 65,438+0,006,5438+0.5 million yuan, Jiuzhonghe Power Station is 65,438+0,896,5438+0.5 million yuan and Cangpinghe Power Station is 923,200 yuan. No depreciation has been accrued.
Two. Representations and warranties of both parties.
(1) Party A's representations and warranties:
1. Party A is a company legal person established and existing according to law, with independent capacity for civil conduct;
2. Party A legally holds the house assets of Nanyang River Power Station, Jiuzhonghe Power Station and Cangpinghe Power Station;
3. Party A promises that the power house transferred to Party B this time has not been guaranteed, pledged or any other rights and interests by any third party, nor has it been restricted by the judicial department;
4. Party A promises that its transfer of the power house to Party B has been approved by its decision-making body;
5. Party A promises to actively assist Party B to handle the relevant procedures for the transfer of power house; Before the relevant formalities are completed, Party A shall not dispose of the generator house, nor provide guarantee or mortgage for others with the ownership of the generator house.
6. Party A knows that the above-mentioned power house is the office building for the power station staff of Xingfa Co., Ltd., and in order to maintain the integrity and unified management of the assets of Xingfa Power Station, Party A and Party B sign this contract.
(II) Party B's representations and warranties:
1. Party B is a legal person established and existing in accordance with the law, with independent capacity for civil conduct;
2. Party B promises that its transfer of the power house has been approved by its decision-making body;
3. Party B knows that the above-mentioned power house is the office building of power station employees of Xingfa Co., Ltd., and it is in urgent need of maintenance and renovation. In order to maintain the integrity and unified management of assets of Xingfa Power Station, Party B signs this contract with Party A. ..
Three. Transfer price and payment
It shall be determined by both parties to the contract through consultation.
Four. This contract shall come into effect after being signed and sealed by both parties. Any dispute arising from the performance of this contract shall be settled by both parties through friendly negotiation. For matters not covered in this contract, both parties may sign a supplementary contract separately, which has the same legal effect as this contract.
Party A (official seal): _ _ _ _ Party B (official seal): _ _ _ _ _
Legal representative (signature): _ _ _ _ _ Legal representative (signature): _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Simple fixed assets transfer contract model 3
Party A:
Party B:
After full consultation between Party A and Party B, all shareholders of Party A voluntarily transfer all assets of Party A to Party B, and the terms of the transfer contract are as follows:
1. The transfer fee is RMB * * *.
2. Within days after the contract comes into effect, Party B shall pay transfer fees of RMB to Party A, and the remaining RMB shall be paid in one lump sum within days after the relevant change registration procedures are completed.
Three. While Party B pays the first batch of transfer money, Party A shall hand over all tangible and intangible assets listed in the audit report to Party B. After the representatives of both parties sign the asset transfer list, Party B obtains the ownership of all the property transferred by Party A. ..
Four. Party A shall cooperate with Party B to change the legal representative of Party A's enterprise into a natural person designated by Party B, and at the same time cancel the original shareholder's contribution certificate, issue the contribution certificate to the new shareholder, and go through the relevant change registration procedures according to law, and the expenses required shall be borne by Party B. ..
5. After this contract comes into effect, Party A and its original shareholders shall be responsible for all debts before the company is transferred to Party B. Party A shall ensure that there are no other creditor's rights and debts except those listed in the audit report, and if there are any, Party A and its original shareholders shall bear all of them.
6. Party A and its original shareholders guarantee the authenticity and legality of all property ownership transferred to Party B under this contract, and there is no dispute over rights and ownership. If this causes economic losses to Party B or hinders Party B's normal operation, which makes this transfer contract invalid, Party A and its original shareholders will compensate Party B for 2 times of the total direct investment due to the performance of this contract.
7. After this contract comes into effect, all relevant agreements, contracts and other documents signed by Party A and a third party shall be terminated on the effective date of this transfer contract. If it is really necessary to continue, Party B shall confirm the original agreement and contract in writing or re-sign with a third party.
Eight. After the Contract comes into effect, the ownership and use right of Party A's intangible assets shall be owned by Party B, and Party A shall unconditionally hand over to Party B all relevant documents such as house, land ownership certificate, original and duplicate of enterprise business license, tax registration certificate, enterprise code certificate, trademark use certificate and enterprise files.
IX. Taxes and other expenses arising from this transfer contract shall be borne by each party in accordance with the law. If there is no legal provision, each party shall bear half.
X after the contract comes into effect, party a shall actively coordinate the internal and external environment of the enterprise factory, ensure the smooth water and electricity lines of party b, and coordinate with the surrounding units and personnel. If Party B suffers economic losses due to historical disputes between Party A and the surrounding environment, Party A and its original shareholders shall make full compensation.
XI。 After this agreement comes into effect, if Party A violates this agreement, it shall pay Party B a penalty of 65,438+00% of the transfer amount; If Party B violates this Agreement, it shall also pay 10% of the transfer penalty to Party A..
Twelve. Party A issues a power of attorney and designates it as the authorized agent, specifically contacting Party B to handle matters related to the performance of this contract.
Thirteen. This contract shall come into effect as of the date when the representatives or agents of Party A and Party B sign it, in quadruplicate, with each party holding two copies.
Party A (official seal): _ _ _ _ Party B (official seal): _ _ _ _ _
Legal representative (signature): _ _ _ _ _ Legal representative (signature): _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
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