股份购买协议.docxVIP

SHARE PURCHASE AGREEMENT This Agreement is made on BETWEEN , a company limited by shares duly organized and existing under the laws of the PRC whose legal address is at (the Company); , a citizen of Hong Kong with ID Card Number whose domicile is at (a Founder); , a limited liability company duly organized and existing under the laws of Hong Kong whose legal address is at (_ Holiding); , a limited liability company duly organized and existing under the laws of the PRC whose legal address is at (Other Seller; collectively with _ Holiding, the Sellers, and individually, a Seller) , a limited liability company duly organized and existing under the laws of the PRC whose legal address is at (the Onshore Purchaser); , a limited liability company duly organized and existing under the laws of Hong Kong whose registered address is at , Hong Kong (the Offshore Purchaser; collectively with the Onshore Purchaser, the Purchasers and individually, a Purchaser). The Parties listed above are hereinafter referred to collectively as the Parties and each individually as a Party. WHEREAS: The Sellers are at present the legal owners of 90% of the issued and outstanding shares of the Company. The Sellers intend to sell, and the Purchasers intend to purchase, _% of the issued and outstanding shares of the Company (together referred to as the Shares). The Parties hereby enter into this Agreement to set out the terms and conditions on which the Sellers will sell to the Purchasers, and the Purchasers will purchase from the Sellers, the Shares (the Share Transfer). IT IS AGREED as follows: DEFINITIONS AND INTERPRETATION Words and expressions used in this Agreement shall have the meanings set out in Schedule 2, unless the context otherwise requires. The headings in this Agreement shall not affect its interpretation. 2.SALE AND PURCHASE 2.1 Subject to and in accordance with this Agreement, the Sellers shall sell to the Purchasers, and the Purchasers shall purchase from the Sellers, the S