XXX醫(yī)療器械有限公司股權(quán)轉(zhuǎn)讓協(xié)議

Agreement on Transferring Ownership of XXX Medical Instruments Co., Ltd

轉(zhuǎn)讓方： （以下簡稱甲方）

住所：

受讓方： （以下簡稱乙方）

住所：

Transferor: (hereinafter abbreviated as Party A)

Address:

Transferee: (hereinafter abbreviated as Party B)

Address:

本協(xié)議由甲方與乙方就XXX醫(yī)療器械有限公司的股權(quán)轉(zhuǎn)讓事宜，于2006年11月15日在XXXX訂立。

This agreement, about transferring ownership of Longyan Huawei Medical Instruments Co., Ltd (hereinafter abbreviated as Company), is entered by and between Party A and Party B in XXXX on November 15, 2006.

甲乙雙方本著自愿、平等、公平、誠實信用的原則，經(jīng)協(xié)商一致，達成如下協(xié)議：

Abiding by the principles of self-willing, equity, fairness, honesty and promise, after discussion both parties entered into this following agreement:

第一條股權(quán)轉(zhuǎn)讓價格與付款方式

1、甲方同意將持有XXX醫(yī)療器械有限公司50%的股權(quán)共25萬元人民幣出資額，以25萬元人民幣轉(zhuǎn)讓給乙方，乙方同意按此價格及金額購買該股權(quán)。

２、乙方同意在本協(xié)議簽訂之日起10日內(nèi)，將轉(zhuǎn)讓費25萬元人民幣以現(xiàn)金方式一次性支付給甲方。

Article 1 Price and payment for transferring share

Party A agrees to transfer its 50% ownership of the Company or RMB 250,000 Yuan capital contribution totally to Party B at price RMB 250,000 Yuan; and Party B agrees to purchase the ownership at such price.

Party B agrees, that within 10 days after the signature of this agreement, it shall pay RMB 250,000 Yuan to Party A in cash and one jump.

第二條保證

１、甲方保證所轉(zhuǎn)讓給乙方的股權(quán)是甲方在XXX醫(yī)療器械有限公司的真實出資，是甲方合法擁有的股權(quán)，甲方擁有完全的處分權(quán)。甲方保證對所轉(zhuǎn)讓的股權(quán)，沒有設(shè)置任何抵押、質(zhì)押或擔保，并免遭任何第三人的追索。否則，由此引起的所有責任，由甲方承擔。

２、甲方轉(zhuǎn)讓其股權(quán)后，其在XXX醫(yī)療器械有限公司原享有的權(quán)利和應承擔的義務(wù)，隨股權(quán)轉(zhuǎn)讓而轉(zhuǎn)由乙方享有與承擔。

３、乙方承認XXX醫(yī)療器械有限公司章程，保證按章程規(guī)定履行股東的權(quán)力、義務(wù)和責任。

Article 2 Promise

Party A promises that the share of the Company transferred by Party A to Party B is Party A’s real capital contribution and legal ownership, and Party A has complete right to dispose the ownership. Party A promises that no mortgage, pledge, guarantee, or claim from any third party is on or against such ownership. Otherwise, any responsibility caused by such shall be at Party A’s cost.

After ownership transferred, all rights, responsibilities, liabilities of Party A in the Company shall be transferred to Party B for such transfer.

Party B acknowledges the Company’s articles of the association, and ensure to exercise or perform its right, responsibilities and liabilities in accordance with the Company’s articles of the association.

第三條盈虧分擔

公司依法辦理變更登記后，乙方即成為XXX醫(yī)療器械有限公司的股東，按章程規(guī)定分享公司利潤與分擔虧損。

Article 3 Profit or loss distribution

After the Company legally changes its registration, Party B shall be shareholder of the Company immediately, and share or bear the Company’s profit and loss in accordance with the provisions of the Company’s articles of the association.

第四條股權(quán)轉(zhuǎn)讓的費用負擔

股權(quán)轉(zhuǎn)讓全部費用（包括手續(xù)費、稅費等），由乙方承擔。

Article 4 Expenses of this ownership transfer

All expenses (including commission charges, taxes, fees and so on) about this ownership transfer shall be at Party B’s cost.

第五條協(xié)議的變更與解除

發(fā)生下列情況之一時，可變更或解除協(xié)議，但雙方必須就此簽訂書面變更或解除協(xié)議。

１、由于不可抗力或由于一方當事人雖無過失但無法防止的外因，致使本協(xié)議無法履行。

２、一方當事人喪失實際履約能力。

３、由于一方或雙方違約，嚴重影響了守約方的經(jīng)濟利益，使協(xié)議履行成為不必要。

４、因情況發(fā)生變化，經(jīng)過雙方協(xié)商同意變更或解除協(xié)議。

Article 5 Amending and rescinding this agreement

Under any one of the following circumstances occurs, this agreement shall be amended or rescinded, but both parties must sign amendment or rescission agreement in written.

For force majeure or other external cause in which any party without fault but fails to prevent it, this agreement is impossible to be performed.

Any party losses its ability to perform this agreement practically.

For one party or both parties offend this agreement, and greatly impact economic interests of the other party abiding by this agreement, this agreement is unnecessary to be performed.

If any circumstance occurs, this agreement is amended or rescinded by both parties after their discussion.

第六條爭議的解決

１、與本協(xié)議有效性、履行、違約及解除等有關(guān)爭議，各方應友好協(xié)商解決。

２、如果協(xié)商不成，則任何一方均可申請仲裁或向人民法院起訴。

Article 6 Dispute resolution

Any dispute related to effectiveness, performance, breach and rescission of this agreement shall be resolved by both parties in kindly negotiation.

If negotiation fails, any party may apply for arbitration or resort to people’s court.

第七條協(xié)議生效的條件和日期

本協(xié)議經(jīng)轉(zhuǎn)讓雙方簽字后生效。

Article 7 Validity requirements and effective date of this agreement

This agreement shall be effective after signed by both parties.

第八條本協(xié)議正本一式四份，甲、乙雙方各執(zhí)一份，報工商行政管理機關(guān)一份，XXX醫(yī)療器械有限公司存一份，均具有同等法律效力。

Article 8 This agreement has 4 counterparts, and each party has a counterpart; the Company saves a counterpart; municipal administration of industry and commerce saves a counterpart. All these counterparts have equal legal power.

甲方（簽字或蓋章）：乙方（簽字或蓋章）：

Party A (Signature or seal) Party B (Signature or seal)

Equity Transfer Agreement

Transferor:
Domicile:
Legal Representative:
Title:
Nationality:
Transferee:
Domicile:
Legal Representative:
Title:
Nationality:
Party A and Party B incorporated a Chinese-Foreign equity joint venture,
************ (hereinafter referred to as Company).
Party A and Party B, in accordance with the Law of the P.R.China on
Chinese-Foreign equity Joint Ventures and the Several Provisions on the Share
Right Variation of Investors of Foreign-Invested Enterprises, under the
principles of Equality and Free Will, Consultation and Consensus, Honesty and
Good Faith and Compensation of Equal Value, conclude this equity transfer
agreement:
[_]  The Amount of Equity to be transferred:
1.   Prior to the transfer, Party A contributes $***
amounting to **% of the Company's registered capital; Party B
contributes US$ *** amounting to **% of the Company's
registered capital.
2.   In light of the operation situation of the Company, Party A agrees
to transfer to Party B all the equity of the Company held by Party
A in accordance with this Agreement; Party B agrees to buy the said
equity. Party B shall own 100% of the equity of the Company after
the realization of the transfer.
3.   Neither the total investment amount nor the registered capital
shall be changed.
[_]  Price of the Transferred Equity and the Payment Thereof
1.   Upon friendly consultation between Party A and Party B, Party A
agrees to transfer **% of the equity of the Company held by Party A
at the price of ******* Yuan.
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2.   Party B agrees to pay Party A the price of transferred equity in
** times after the this Agreement goes into effect:
Before dd/mm/yy **% of the Price of transferred equity shall be paid, i.e. **** Yuan.
Before dd/mm/yy, the balance of **% of the Price of transferred equity shall be paid, i.e., ****Yuan.
[_].  The Rights and Obligations of Both Parties After the Transfer:
1.   The Company shall be run solely by Party B. Party B enjoys the
shareholder's rights and bears the shareholder's obligations,
while Party A will no longer participate in the running of the
Company, nor enjoy the shareholder's rights.
2.   The Company's all property, creditor's rights and debts shall
be undertaken by Party B, thus they have nothing to do with
Party A.
3.   All the contracts entered into in the name of the Company shall
continue to be effective; Party B shall make no rescission of
these contracts for any reasons unless Party B may rescind the
contracts upon the agreement thereon of both parties concerned.
4.   Party A shall cooperate with Party B to complete all the
transfer procedures; where special circumstances make it
impossible to transfer, Party A shall promptly refund all the
price of transfer to Party B.
[_]   Default
Both Party A and Party B shall perform this agreement after it goes into effect;
where either party breaches the agreement, the defaulting party shall bear the
corresponding liabilities for breach of contract.
[_].  Guarantee
1.   Party A guarantees that the equity transferred to Party B in
accordance with the stipulations hereof are held legally by
Party A in the Company and that Party A has completely effective
right to dispose of the said equity and that no third party
shall make claims thereof to Party B.
2.   Party A guarantees that the approval has been obtained from the
competent authority and valid authorization has been acquired
according to the relevant provisions of laws and regulations.
3.   Party B guarantees that the necessary authorization has been
obtained for the conclusion hereof.
4.   Party B guarantees to pay Party A the price of the transferred
equity according hereto.
[_].  Dispute Settlement
Party A and Party B shall by friendly consultation resolve the disputes
concerning the validity, performance, default, rescission, indemnity and so on
hereof. Where the disputes fail to be resolved within ninety days after the
disputes occur, both Parties agree to submit the disputes to the arbitration of
***************** and the arbitration shall be conducted in
***** in accordance with the arbitration procedures of the said Committee.
The arbitrator awards shall be final and binding upon both Parties. During the
arbitration, the other clauses hereof shall continue to be performed except the
disputed parts hereof.
[_].  Application of Law
This equity transfer agreement shall be governed by the laws and regulations of
****.
<PAGE>
[_]. This Agreement shall be executed only after it is signed and sealed by the
representatives authorized by both Parties; it shall be valid after it is
ratified by the original ratifying authority. This Agreement has ** copies of
originals; Party A and Party B shall hold one copy respectively and the other
copies shall be presented to the departments concerned for approv al or records.
All these copies shall be equally effective at law.
Transferor:                                         Transferee:

Representative:                                     Representative:
Date:                                               Date:
Place of Signature: