英文股权转让协议EquityTransferAgreement讲解.doc

EQUITY TRANSFER AGREEMENT This EQUITY TRANSFER AGREEMENT (this要翻译成本协议 “Agreement”), is made on April 12 2010 in Beijing, between: 这份股权转让协议是由以下两方与2010年4月12日达成的。 本股权转让协议（一下简称“本协议”），由一下双方2010年4月12日签署与北京。 ABC HOLDINGS INC., a corporation organized and existing pursuant to the laws of Barbados with its legal address at [ ] ( the “Transferor”); and ABC股份有限公司是一家依据巴巴多斯法律组织和成立的公司，其法定地址在XX。以下简称为转让人。 EFG INTERNATIONAL TRUST CO., LTD., a limited liability company registered with the Harbin Administration of Industry and Commercial with its legal address at [ ], PRC (the “Transferee”). EFG国际信托有限责任公司，是一家在哈尔滨工商局注册的有限责任公司，其法定地址在XX，以下简称为受让人。 Transferor and Transferee may be collectively referred to as the “Parties” and individually as a “Party”. RECITALS WHEREAS,鉴于 Jinan [HIJ] Real Estate Developing Co., Ltd. ([]置业有限公司) (the “Company”) is a cooperative joint venture company established by Transferor and Transferee in accordance with the Joint Venture Contract and the Articles of Association signed by the Parties. Transferor holds 50% of the equity interest股权 in the Company. WHEREAS, Transferor desires to sell to Transferee, and Transferee desires to purchase from Transferor the equity interest which Transferor holds in the Company in accordance with the terms and conditions set out hereunder (the “Transaction”). Interpretation Definitions. Unless otherwise defined in this Agreement, capitalized terms used in the English version of this Agreement and the terms in bold used in the Chinese version of this Agreement shall have the following meanings: “AIC” means Jinan Administration for Industry and Commerce or its competent local counterpart.及其相关分支机构。 指济南是工商局或其相关分支机构 “Business Day” means any day except Saturday, Sunday and legal holidays in the PRC. “Closing” 交割has the meaning ascribed thereto in Section 4. “Closing Date” means the date on which the Closing shall take place. “Consideration” has the meaning ascribed thereto in Section 3.1. “Encumbrance”产权负担，权利负担，权益负担。 means any cla