What Are Asset Purchase Agreements?

The Asset Acquisition Corporation is an agreement reached between the acquirer and the acquirer on the terms and procedures of the acquisition. For asset purchase contracts, the purchaser purchases the assets owned by the target company. The buyer generally does not bear the debt relationship of the target company because its focus is on the transfer of assets.

Asset purchase contract

I. Statements and warranties

The buyer may require the seller's main

Both parties:

Asset transferor: Enterprise (hereinafter referred to as Party A)

(Domicile, legal representative, telephone, fax, zip code)

Asset transferee: Enterprise (hereinafter referred to as Party B)

(Domicile, legal representative, telephone, fax, zip code)

In view of

Article 1 The nature of Party A's enterprise: , registered capitalyuan, main businessbusiness, Party A is willing to give its enterprise assets to Party B in accordance with the terms of this contract;

Article 2 The nature of Party B's enterprise: , the registered capital is RMB, and the main business is business. Party B's enterprise is willing to transfer the assets of Party A's enterprise in accordance with the conditions stipulated in this contract.

Article 3 Both parties A and B are based on the principles of fairness, reciprocity, and good faith. With regard to the transfer of all the assets of Party A's enterprise (hereinafter referred to as the assets of the target enterprise) to Party B, the parties reached a contract as follows:

Contract text

Article 1 Assets of Target Enterprise

1. Land use rights

Located in-city-square meters of state-owned land use rights, the useful life-years, land use right certificate number:--.

2. House ownership

Located in City m2 of house ownership, real estate certificate number:

3. Ownership of fixed assets

All machinery, equipment and facilities in the target enterprise's factory building (including equipment information and all target enterprise files, spare parts and office supplies).

4.Intangible asset ownership

Target company "" brand registered trademark, trademark registration certificate number:

(For details, please refer to the company's audited financial statements and target asset statement.)

Article 2 Credit and Debt Handling Provisions

All creditor's rights and liabilities (including wages owed to employees, social insurance and taxes) incurred by the target company before the signing of this contract are not included in the transferred assets signed by this contract and shall be handled by Party A. In the event of any litigation or dispute arising therefrom, Party A shall handle it.

Article 3 Transfer Price and Payment Method Terms

Now the two parties have agreed that the overall asset sale price is RMB-10,000. The price includes all the assets transferred by Party A, but does not include the transfer fees of state-owned land use rights that Party B should pay to the land management department, and all taxes and fees that should be borne to Party B during the transfer process.

Party B pays the transfer payment in two installments. Within 5 days from the signing of this contract, Party B pays 50% of the transfer price to Party A, that is, RMB-10,000 yuan; Party A completes the ownership of its assets within 5 days from the date of change registration of the land management department, and Party B pays to Party A The remaining 50% of the transfer price is RMB10,000 yuan.

Article 4 Performance Clause (Asset Delivery Clause)

1. After the signing of this contract, both parties A and B carry out asset inventory work according to the target asset list as an attachment to the contract. Asset inventory work shall be completed within 10 days from the date of signing the contract.

2. After the signing of this contract, after the first paragraph paid by Party B is in place, Party A promises to be responsible for Party B to complete the registration procedures for changes in the ownership of the target assets within 30 days, including registration of changes in land use rights, registration of changes in house ownership, and changes in fixed assets Registration and registration of changes to intangible assets.

3. Party A shall be responsible for the procedures for the transfer of warrants, and Party B shall cooperate. Party B shall bear the cost and processing fees required for the procedures for the transfer of ownership.

4. During the transition period from the date of signing this contract to the date when the ownership change of the target asset is registered, Party A shall properly and in good faith manage the target asset, and shall not have any actions harmful to the target asset.

Article 5 Statements and Warranties

1. Party A's statement and guarantee

(1) Party A guarantees that the quality status, useful life, and performance status of the target asset listed on the target asset list are true;

(2) Party A guarantees that the ownership of the assets transferred above is undisputed, unsecured and unsealed, and Party A has complete ownership of the assets. In the event of any disputes over the property rights of the assets purchased, Party A shall be responsible Handle and bear Party B's losses caused by it;

(3) Regarding the transfer of target assets, Party A has obtained the approval of the relevant government departments, and Party A's corporate shareholders' meeting and the board of directors have made a decision to agree to the transfer of the target assets;

(4) The above statements and guarantees of Party A are valid for 2 years from the delivery of the target assets.

2. Party B's statement and guarantee

(1) Party B will perform its obligations in good faith in accordance with the contract;

(2) The source of funds for Party B's transfer of the target assets is legal.

Article 6 Confidentiality Provisions

Both parties have the obligation to keep confidential all the business documents, data and materials obtained by the two parties during the transfer of the target assets, and shall not disclose them to any third party except as required by law.

Article 7 Liability for breach of contract

After this contract takes effect, both parties shall perform the contract in good faith. If any party violates the contract, it shall bear the liability for breach of contract.

1. If Party A is unable to transfer assets in accordance with the law, or fails to complete relevant legal asset certificates within the agreed period due to Party A's reasons, Party A shall be liable for breach of contract at 10% of the total assets transferred.

2. Party B shall ensure that the amount agreed in the contract is paid on time within the agreed period. If it is still unable to be delivered, Party B shall pay a loss of 10% of the amount payable in the same period.

Article 8 Annexes to the contract

This contract consists of 5 annexes, which are an integral part of this contract and also a necessary condition for the entry into force of this contract. The annexes include: 1. Approval issued by the relevant government department to agree to Party A's transfer of assets; 2. A detailed list of target assets 3. Land use right certificate (use right certificate and land management bureau certificate); 4. House property right certificate (ownership certificate and house management bureau certificate) 5. Party A's shareholders' meeting and board of directors have the right to decide the transferor agrees to the transfer of the target assets.

Article 9 Settlement of Disputes

If a dispute arises due to the performance of this contract, and the two parties cannot resolve it through negotiation, either party can sue to the court.

Party A: (Seal) Party B: (Seal)

Representative: (Signature) Representative: (Signature)

----year month day