投资框架协议(中英文版)
投资框架协议(中英文版)7篇
投资框架协议(中英文版)7篇篇1本协议由以下双方签订：1. 甲方：[公司名称]2. 乙方：[公司名称]鉴于：1. 甲方和乙方（以下简称“双方”）拟进行一项涉及[具体投资项目] 的投资活动。
2. 为了明确双方的权利和义务，保障投资活动的顺利进行，双方同意签订本协议。
第一条投资框架1. 投资项目：[具体投资项目]2. 投资方式：[具体投资方式]3. 投资金额：[具体投资金额]4. 投资期限：[具体投资期限]第二条双方的权利和义务1. 甲方的权利和义务（1）甲方有权按照本协议约定的方式和期限向乙方提供投资资金。
（2）甲方有权监督乙方的投资活动，确保投资资金的安全和合规使用。
（3）甲方有义务按照本协议约定的方式和期限向乙方支付投资资金。
（4）甲方有义务向乙方提供必要的支持和协助，确保投资活动的顺利进行。
2. 乙方的权利和义务（1）乙方有权按照本协议约定的方式和期限使用投资资金。
（2）乙方有权要求甲方按照本协议约定的方式和期限支付投资资金。
（3）乙方有义务按照本协议约定的方式和期限向甲方返还投资本金和收益。
（4）乙方有义务向甲方提供必要的财务报告和相关信息，确保甲方对投资活动的了解和监督。
第三条投资收益与分配1. 投资收益：[具体投资收益]2. 收益分配方式：[具体收益分配方式]3. 收益分配时间：[具体收益分配时间]第四条投资风险与保障1. 投资风险：[具体投资风险]2. 风险保障措施：[具体风险保障措施]3. 风险承担方：[具体风险承担方]第五条争议解决与适用法律1. 争议解决方式：[具体争议解决方式]2. 争议解决机构：[具体争议解决机构]3. 本协议适用法律：[具体适用法律]4. 法律管辖地：[具体法律管辖地]第六条协议生效与终止1. 本协议自双方签字或盖章之日起生效。
2. 协议终止条件：[具体协议终止条件]3. 协议终止后双方的权利和义务：[具体协议终止后双方的权利和义务]4. 协议终止后投资资金的处置：[具体协议终止后投资资金的处置]5. 协议终止后争议解决方式：[具体协议终止后争议解决方式]篇2投资框架协议中文版一、协议前言本协议旨在明确双方或多方在投资过程中的权利、义务和责任，确保投资活动的顺利进行。
全篇的投资合作协定英文版
全篇的投资合作协定英文版Investment Cooperation AgreementThis document sets out the terms and conditions for an investment cooperation agreement between the parties involved. The agreement aims to establish a mutually beneficial relationship for the purpose of investing in various projects and opportunities.Parties InvolvedThe parties involved in this agreement are referred to as the "Investors." The Investors agree to collaborate and work together in good faith to achieve the common goal of successful investment outcomes.Purpose of the AgreementThe main purpose of this agreement is to outline the responsibilities and obligations of each Investor in the investment projects. It alsodefines the scope of the cooperation and the mechanisms for decision-making and dispute resolution.Investment ProjectsThe agreement covers various investment projects that the Investors may undertake together. These projects may include but are not limited to real estate, stocks, bonds, and other financial instruments. The parties will work together to identify and evaluate potential investment opportunities.Responsibilities of the InvestorsEach Investor agrees to contribute their expertise, resources, and capital to the investment projects as agreed upon. They will also share the risks and rewards of the investments in proportion to their contributions.Decision-Making ProcessDecisions related to the investment projects will be made jointly by the Investors. Unanimous agreement is required for major decisions, while minor decisions may be made by a simple majority. The parties will work together to ensure transparency and accountability in the decision-making process.Dispute ResolutionIn the event of any disputes or disagreements between the Investors, they agree to resolve them amicably through negotiation and mediation. If a resolution cannot be reached, the parties may seek legal recourse as a last resort.Term and TerminationThis agreement will remain in effect for a specified period, unless terminated earlier by mutual agreement or due to breach of the terms. Upon termination, the parties will settle any outstanding obligations and distribute any remaining assets in accordance with the agreed terms.Final ProvisionsThis investment cooperation agreement represents the entire understanding between the parties and supersedes any previous agreements or arrangements. Any modifications or amendments to the agreement must be made in writing and signed by all parties.This document is executed on the date set forth below.[Signature of Investor 1] [Signature of Investor 2]Date: [Date of Signing]。
中亚糖厂投资合作框架协议书(中英版
中国**集团有限公司**GROUP CO.LTD投资合作框架协议书INVESTMENT COOPERATION FRAMEWORK AGREEMENT签约时间：年月日签约地点：Signing time:Location:哈北部州政府中国**集团有限公司投资合作框架协议书INVESTMENT COOPERATIONFRAMEWORK AGREEMENT BETWEEN ** GOVERNMENT AND **GROUPCO.,LTD甲方：哈北部州政府（以下简称甲方）地址：邮编：授权代表：职务：电话：传真：Party A: ** GOVERNMENT （Party A）Address: P.C.:Authorized representatives: Position:Tel.: Fax：乙方：中国**集团有限公司（以下简称乙方）地址：邮编：102609授权代表：职务：电话：传真：Party B: **Group Company P.C.:Address: P.C.:Authorized representatives: Position:Tel.: Fax：依据甲方产业发展和乙方企业发展战略，为充分发挥双方优势，甲、乙双方根据《**合同法》及相关法律法规的规定，本着平等互利、合作双赢的原则，经友好协商，就乙方在甲方境内投资建设《年产十二万吨甜菜糖厂》项目（含5万吨饲料厂，四万吨糖蜜厂，发电站），达成投资协议如下：On the basis of industry development of Party A and enterprise development strategy of Party B, giving full play to both advantages, according to ** Contract Law and relevant laws and regulations, based on the principle of equality and mutual benefit and cooperation win-win, through friendly consultation, Party B shall construct the project of Sugar Beet Factory with annual output 120,000 tons sugar within the territory of Party A, the agreement reached as follows:一、合作内容乙方在**哈北部州投资建设《年产十二万吨甜菜糖厂》项目，项目建设时间 2020年— 2022年，项目用地70公顷。
框架合作协议英文范本
[Your Name][Your Company Name][Your Address][City, State, ZIP Code][Email Address][Phone Number][Date][Recipient's Name][Recipient's Company Name][Recipient's Address][City, State, ZIP Code]Subject: Framework AgreementDear [Recipient's Name],I hope this letter finds you well. I am writing to outline the terms ofa potential framework agreement between our respective companies, [Your Company Name] and [Recipient's Company Name]. We believe that a collaboration between our companies can lead to mutual success and growth in the industry.This framework agreement ("Agreement") is intended to provide a general outline of the terms and conditions that will govern our proposed business relationship. We hope that both parties will find the terms outlined in this Agreement to be fair and reasonable. However, we understand that certain details may require further negotiation and discussion. We are open to discussing any and all aspects of this Agreement and look forward to reaching a mutually beneficial agreement.1. Scope of Collaboration:Under this Agreement, both parties agree to collaborate and work together in the [industry/field] to achieve mutual goals and objectives. The specific projects and deliverables will be further outlined in separate project-specific agreements ("Project Agreements").2. Duration:This Agreement shall commence on the date of execution and shall continue for a period of [duration], unless terminated earlier by either party in writing. The initial term may be extended by mutual agreement of both parties.3. Confidentiality:Both parties agree to maintain strict confidentiality of any and all proprietary and confidential information shared between them, unless such information is publicly available or rightfully obtained from a third party. The confidentiality obligations shall survive the termination of this Agreement.4. Intellectual Property:All intellectual property rights arising out of or in connection with the collaboration under this Agreement shall be owned by [Your Company Name] or [Recipient's Company Name], as applicable. The parties agree to execute any necessary documents to evidence such ownership.5. Compensation and Payment Terms:The compensation for the services and deliverables provided under this Agreement shall be as specified in the Project Agreements. Payment terms shall be outlined in the Project Agreements as well.6. Indemnification:Each party agrees to indemnify and hold the other party harmless from any and all claims, damages, losses, and expenses (including attorney's fees) arising out of or in connection with the performance of this Agreement, except to the extent such claims, damages, losses, andexpenses are directly caused by the other party's gross negligence or intentional misconduct.7. Termination:Either party may terminate this Agreement upon written notice to the other party if the other party breaches any material term or condition of this Agreement and fails to cure such breach within [number] days after receipt of written notice.8. Governing Law and Jurisdiction:This Agreement shall be governed by and construed in accordance with the laws of [jurisdiction], excluding its conflict of laws principles. Any disputes arising out of or in connection with this Agreement shall be resolved through binding arbitration in [location], conducted in accordance with the rules of the [arbitration organization].In conclusion, we believe that this framework agreement will provide a solid foundation for a successful collaboration between our companies. We are confident that the terms outlined in this Agreement are fair and reasonable, and we are eager to move forward with discussing the specifics of our collaboration.Please review this Agreement at your earliest convenience and provide any feedback or suggestions you may have. We are open to negotiation and discussion to ensure that both parties are fully satisfied with the terms of our Agreement.Thank you for considering our proposal, and we look forward to hearing from you soon.Sincerely,[Your Name][Your Company Name]。
投资计划协议(中英文版)
投资计划协议(中英文版)背景本协议由[投资人]和[被投资方]签订，旨在确定双方之间的投资计划和投资条款。
投资计划1. 投资总额：[投资总额]。
2. 投资方式：[投资方式]。
3. 投资时间：[投资时间]。
4. 投资回报：[投资回报]。
投资条款1. 投资人有权了解和监督投资的使用情况。
被投资方应当定期提供有关财务和业务方面的信息。
2. 被投资方应当保证投资资金的合法性和安全性，并采取必要的措施确保投资资金的保值增值。
3. 被投资方不得将投资资金用于禁止性行为。
4. 如投资回报不达到预期，投资人可以要求调整投资计划或撤回投资。
生效本协议从双方签字之日起生效。
本协议一式两份，投资人和被投资方各执一份。
Investment Plan Agreement (Chinese and English Version)BackgroundThis agreement is entered into by [Investor] and [Investee] for the purpose of defining the investment plan and terms between the parties.Investment Plan1. Total investment amount: [Total investment amount].2. Method of investment: [Method of investment].3. Investment time: [Investment time].4. Investment return: [Investment return].Investment Terms1. The investor has the right to be informed and to supervise the use of the investment. The investee should regularly provide financial and business related information.2. The Investee shall ensure the legality and security of the investment funds and take necessary measures to ensure the preservation and appreciation of the investment funds.3. The investee shall not use the investment funds for prohibited activities.4. If the investment return does not meet expectations, the investor may require adjustments to the investment plan or withdrawal of the investment.Effectiveness。
中英投资合同范本
中英投资合同范本Investment Contract甲方（投资方）：Party A (Investor):姓名/名称：[甲方姓名/名称]Name: [Party A's Name]地址：[甲方地址]Address: [Party A's Address]联系电话：[甲方电话]Telephone Number: [Party A's Number]法定代表人：[甲方法定代表人姓名]Legal Representative: [Party A's Legal Representative's Name]乙方（被投资方）：Party B (Investee):姓名/名称：[乙方姓名/名称]Name: [Party B's Name]地址：[乙方地址]Address: [Party B's Address]联系电话：[乙方电话]Telephone Number: [Party B's Number]法定代表人：[乙方法定代表人姓名]Legal Representative: [Party B's Legal Representative's Name]鉴于甲方有意对乙方进行投资，乙方愿意接受甲方的投资，双方经友好协商，达成如下投资合同：Whereas Party A intends to invest in Party B, and Party B is willing to accept the investment from Party A, through friendly negotiation, the two parties have reached the following investment contract:一、投资金额及支付方式I. Investment Amount and Payment Method1. 甲方同意向乙方投资人民币[具体金额]元（大写：[大写金额]）。
投资协议书范本中英文
投资协议书范本中英文INVESTMENT AGREEMENTThis Investment Agreement ("Agreement") is made and entered into as of [Date], by and between [Investor Name] ("Investor"), with its registered office at [Investor Address], and [Company Name] ("Company"), a [Company Type] incorporated under the laws of [Jurisdiction], with its registered office at [Company Address].1. Purpose of InvestmentThe Investor wishes to invest in the Company in exchange for equity or other forms of consideration as detailed herein.2. Investment AmountThe Investor agrees to invest the sum of [Amount] ("Investment Amount") in the Company.3. Equity or ConsiderationIn consideration of the Investment Amount, the Company agrees to issue to the Investor [Number of Shares/Percentage of Equity] of the Company's common stock.4. Use of FundsThe Company shall use the Investment Amount solely for the [Specific Purpose/General Business Operations].5. Representations and WarrantiesThe Company represents and warrants that it has good and marketable title to all of its assets, free and clear of all liens, encumbrances, and security interests.6. Conditions PrecedentThe obligation of the Investor to make the Investment is subject to the fulfillment of certain conditions precedent, including but not limited to satisfactory due diligence.7. Governing LawThis Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction].8. Dispute ResolutionAny disputes arising out of or in connection with this Agreement shall be resolved by arbitration in [Arbitration Location] in accordance with the rules of [Arbitration Institution].9. MiscellaneousThis Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written.10. AmendmentsThis Agreement may be amended or modified only by a written instrument executed by both parties.11. SeverabilityIf any provision of this Agreement is held to be invalid orunenforceable, such provision shall be struck and the remaining provisions shall be enforced.12. Entire AgreementThis Agreement sets forth the entire understanding of the parties and may not be altered except in writing duly signed by authorized representatives of the parties.IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.[Investor Name]By: /s/ [Authorized Signatory]Its: [Title of Authorized Signatory][Date][Company Name]By: /s/ [Authorized Signatory]Its: [Title of Authorized Signatory][Date]投资协议书本投资协议（以下简称“协议”）由[投资者名称]（以下简称“投资者”），注册地址为[投资者地址]，与[公司名称]（以下简称“公司”），一家根据[管辖地]法律成立的[公司类型]，注册地址为[公司地址]，于[日期]签订。
英文框架合作协议(中英文对照)
甲方：Party A:乙方：Party B:就在中国境内开展“整合医学抗衰老诊所连锁项目”合作事宜，本着战略互利、优势联姻、长期合作的基本原则，甲、乙双方经友好协商一致决定，建立稳定的基础的长久的关键合作关系。
双方在项目资源引入、做大做强的共识之上，以统一的业务中国本土化整合经营目标为合作基础，结成共同发展之牢固联盟。
为推动和保障项目顺利进行，针对该项目中甲、乙双方战略合作关系的定位，以及双方所享有的基本权利和义务，现签订合作框架协议如下（以下简称“本框架协议”）：Based on the basic principle of strategic mutual benefit, mutual complementarity and long-term cooperation, both parties agree to make a stable and long-term cooperation in “integration of medical anti-aging chain clinics” in China. After getting to a common view on the introduction of project resources as well as the development and growth of the cooperative project, both parties make a sturdy alliance to develop together, with the common business and operational objective in Chinese market as the basis for cooperation. To implement the project smoothly, both parties now sign the following cooperation framework agreement (hereinafter referred to as “the framework agreement”) to clarify the strategic cooperative relation between both parties and stipulate their fundamental rights and obligations.（一）协议宗旨(I) Aims of this Agreement甲、乙双方合作建立“整合医学抗衰老诊所连锁项目”。
投资条款协议(中英文版)
投资条款协议(中英文版)本投资条款协议（以下简称“本协议”）由以下各方于[日期]签署。
一、定义1.1 “投资方”指[投资方名称]。
1.2 “被投资方”指[被投资方名称]。
二、投资事宜2.1 投资款项及方式投资方向被投资方提供投资款项，投资款项为[投资金额]，投资方式为[投资方式]。
2.2 投资款项用途被投资方保证该投资款项将完全用于[用途]。
2.3 投资款项交付投资方应在本协议签署日[时间]天内将投资款项交付给被投资方。
三、权利与义务3.1 投资方的权利与义务（1）投资方拥有出资比例所对应的投票权以及收益分配权。
（2）投资方有权得知被投资方的经营情况，并有权参加被投资方的决策。
（3）投资方应确保提供的全部信息真实、准确、完整、及时，且不存在任何误导性陈述或者遗漏。
（4）投资方有权要求被投资方公开其与本协议相关的信息。
（5）出现投资款项用于非约定用途的情况，被投资方应如数返还投资款项或补足差额，并向投资方承担滞纳金，并按照约定支付违约金。
3.2 被投资方的权利与义务（1）被投资方应确保所提供的全部信息真实、准确、完整、及时，且不存在任何误导性陈述或者遗漏。
（2）被投资方应按照本协议约定的方式和时间使用投资款项。
（3）出现使用投资款项不符合约定用途的情况，被投资方应及时向投资方说明原因。
（4）被投资方不得将投资款项用于与投资方存在竞争关系或为投资方带来负面影响的活动。
（5）被投资方应按照约定支付利息。
四、保密协议4.1 被投资方应对投资方享有商业机密之信息予以保密，不得向任何第三方披露。
4.2 被投资方的雇员和代理人应承担保密义务。
4.3 本条款的保密义务不因本协议的终止而终止。
五、争议解决5.1 若因各种原因发生争议，应协商解决。
5.2 协商不成的，双方同意进行仲裁解决。
六、其他条款6.1 本协议自签署之日起生效。
6.2 本协议一式[份数]份，各方各执[份数]份，具有同等法律效力。
七、适用法律本协议适用中华人民共和国法律。
投资协议书英文版范本最新
投资协议书英文版范本最新Investment AgreementThis Investment Agreement (the "Agreement") is made and entered into on [Date], by and between [Investor], a [Investor entity type], with its principal place of business at [Investor address] (the "Investor"), and [Company], a [Company entity type], with its principal place of business at [Company address] (the "Company").WHEREAS, the Investor desires to make an investment of [Amount] in the Company in exchange for [Equity or other form of securities]; andWHEREAS, the Company is willing to accept such an investment subject to the terms and conditions set forth herein.NOW, THEREFORE, in consideration of the promises and mutual covenants set forth herein, the Investor and the Company hereby agree as follows:1. Investment1.1 The Investor hereby agrees to make an investment of [Amount] in the Company in exchange for [Equity or other form of securities] (the "Investment").1.2 The Investment shall be paid by the Investor to the Company in [Payment method] within [Number of days] days from the date of this Agreement.1.3 The Company agrees to issue to the Investor [Number of shares or securities] of its [Type of securities] in exchange for the Investment.2. Representations and Warranties of the Investor2.1 The Investor hereby represents and warrants that it has full power and authority to enter into this Agreement and to carry out its obligations hereunder.2.2 The Investor hereby represents and warrants that it is an entity duly organized and validly existing under the laws of [Jurisdiction], and has the legal capacity to enter into and perform its obligations under this Agreement.2.3 The Investor hereby represents and warrants that the execution and delivery of this Agreement and the performance of its obligations hereunder will not conflict with or result in a breach of any agreement or obligation to which it is a party.2.4 The Investor hereby represents and warrants that it has obtained all necessary approvals and consents required under applicable laws, rules, and regulations to enter into this Agreement.2.5 The Investor hereby represents and warrants that it has conducted its own independent due diligence and investigation ofthe Company and its business, assets, liabilities, operations, financial condition, and prospects, and has relied only on such information as it deems necessary in deciding to make the Investment.2.6 The Investor acknowledges that the securities offered hereby have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or under any state securities laws in reliance upon exemptions from registration, including, without limitation, the exemptions provided by Regulation D promulgated under the Securities Act.3. Representations and Warranties of the Company3.1 The Company hereby represents and warrants that it is duly organized and validly existing under the laws of [Jurisdiction], and has the legal capacity to enter into and perform its obligations under this Agreement.3.2 The Company hereby represents and warrants that the execution and delivery of this Agreement and the performance of its obligations hereunder will not conflict with or result in a breach of any agreement or obligation to which it is a party.3.3 The Company hereby represents and warrants that it has obtained all necessary approvals and consents required under applicable laws, rules, and regulations to enter into this Agreement.3.4 The Company hereby represents and warrants that it has the power and authority to issue the securities being offered hereby, and that such securities, when issued and delivered to the Investor in accordance with the terms of this Agreement, will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.3.5 The Company hereby represents and warrants that it has conducted its business in compliance with all applicable laws, rules, and regulations, and that it has all requisite permits, licenses, and approvals necessary to carry on its business as presently conducted.4. Rights and Obligations of the Investor4.1 The Investor shall have the right to participate in any future financing of the Company on the same terms and conditions as any other investor, subject to the Company's right to limit such participation in its reasonable discretion.4.2 The Investor acknowledges that the securities offered hereby are illiquid and must be held indefinitely unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available.4.3 The Investor shall be entitled to such other rights and privileges as may be agreed upon by the Investor and the Company in writing.5. Rights and Obligations of the Company5.1 The Company shall use the proceeds of the Investment solely for the purposes of its business as described in its organizational documents and in documents provided to the Investor.5.2 The Company shall provide the Investor with access to its books, records, and facilities at reasonable times upon reasonable notice.5.3 The Company shall indemnify and hold harmless the Investor from and against any and all actions, suits, claims, proceedings, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with any breach of the Company's representations, warranties, or covenants contained in this Agreement.6. Termination6.1 This Agreement shall continue in force until the earlier of(i) the date of completion of the Investment contemplated hereby, or (ii) the termination of this Agreement by the mutual written agreement of the Investor and the Company.6.2 Either party may terminate this Agreement upon written notice to the other party in the event of a material breach of this Agreement by the other party.7. Governing Law7.1 This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction].7.2 Any action or proceeding arising out of or relating to this Agreement shall be brought in the [Court name], which shall have exclusive jurisdiction over any such dispute with respect to this Agreement.8. Entire Agreement8.1 This Agreement constitutes the entire and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes all prior or contemporaneous discussions, negotiations, and agreements between the parties relating to such subject matter.8.2 This Agreement may not be amended except in writing signed by both parties.9. Counterparts9.1 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.[Investor]By: ____________________________Name:Title:[Company]By: ____________________________Name:Title:。
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投资框架协议INVESTMENT FRAMEWORK AGREEMENT本投资框架协议（以下简称“协议”）由下述双方于2013年____月____日签订:THIS INVESTMENT FRAMEWORK AGREEMENT (“Agreement”) is entered into as on this [Date], 2013 between:出售方：[ ] (以下简称“[ ]”或“甲方”)；The Vendor: [ ] (“[ ]” or “Party A”);投资方：ABC有限公司(以下简称“ABC”或“乙方”)。
The Investor: LAP WAI INTERNATIONAL LTD. (“LWI” or “Party B”).鉴于：WHEREAS:A．香港联港投资有限公司（以下简称“目标公司”）为一家依据中华人民共和国香港特别行政区法律成立的公司，甲方拥有目标公司[100%]的股份。
UNION HARBOUR INVESTMENT LIMITED (“Target Company”) is a company established under the laws of Hong Kong Special Administrative Region of the People's Republic of China. Target Company is owned as to [100%] by Party A.B．目标公司在中国（仅为本协议之目的，中国不包括香港特别行政区、澳门特别行政区和台湾）境内拥有XXX有限公司（以下简称“XXX”） 90%的股权。
XXX 与舟山市民政局合作成立了YYY（以下简称“YYY”）（XXX以及YYY合称为“目标公司中国子公司”）Target Company owns 90% of equity interests of XXX(“XXX”) in PRC (for the purpose only of this Agreement, PRC shall exclude Hong Kong SpecialAdministrative Region, Macau Special Administrative Region and Taiwan).XXXand Zhoushan Civil Affairs Bureau cooperated and established YYY (“YYY”) (XXXand YYY collectively referred as “PRC Subsidiaries”).因此，根据下面的承诺、约定、条件条款、声明和保证，双方同意如下：NOW THEREFORE in consideration of the promises, covenants, terms, conditions representations and warranties hereinafter set forth, the parties hereto agree as follows:1.目标/OBJECTIVE1.1甲方和乙方希望就乙方(或通过其关联公司)收购由甲方所拥有的目标公司的100%股权(以下简称“拟定交易”)进行磋商。
Party A and Party B desire to discuss the purchasing by Party B (or through its affiliates) 100% of the equity of Target Company owned by Party A (the “Proposed Transaction”).1.2本协议的目的系明确甲乙双方就拟定交易已达成一致的及相关进一步安排的约定。
The purpose of this Agreement is to record certain aspects of the Proposed Transaction that the Parties mutually acknowledge and to outline future arrangements to be undertaken by the Parties in relation to the Proposed Transaction.2.拟定交易/PROPOSED TRANSACTION2.1就拟定交易，甲、乙双方预计可行的主要交易条款如下：In respect of the Proposed Transaction, the Parties anticipate that the main viable terms and conditions are as follows:(a)乙方拟以人民币7000万元的价格(“收购价款”)，通过其自身或其关联公司向甲方购买甲方所拥有的目标公司100%的股权。
Party B will, through itself or its affiliates, purchase 100% ofthe equity of Target Company owned by Party A at a price ofRMB70,000,000 (the “Purchase Price”).(b)乙方（或其关联公司）向甲方支付的首期收购价款的金额为人民币3500万元（“首期款”），剩余的收购价款人民币3500万元在拟定交易完成后的第[十八（18）]个月期满后支付。
若在此期间，乙方发现目标公司及其中国子公司在拟定交易完成前存在未披露债务或甲方违反任何相关陈述保证与承诺而导致目标公司及其中国境内子公司承受损失，则乙方有权从剩余的收购价款中扣除损失并追究甲方的违约责任。
The first installment of the Purchase Price to be paid by PartyB or its affiliates to Party A shall be RMB35,000,000 (“FirstInstallment”). The residual Purchase Price RMB35,000,000 shall be paid after [eighteenth (18th)] month from the completion of the Proposed Transaction. During such period, provided that Party B becomes aware of the existence of undisclosed indebtednessincurred by the Target Company and its PRC Subsidiaries prior to the completion of the Proposed Transaction or Party A breaches any relevant representation and warrant, which cause any loss to the Target Company and its PRC Subsidiaries, Party B shall have the right to deduct the amount of such loss from the residual Purchase Price and hold Party A accountable for any breach liability.双方应于首期款支付后【三（3）】个工作日内共同完成目标公司股东变更手续。
Both Parties shall complete the procedures for the change of the shareholders of the Target Company within [three (3)] working days after the payment of First Installment.(c)首期款支付的先决条件包括但不限于以下条件：The preconditions for the payments of the First Installment shall include but not limited to the following:(i)签署甲方和乙方认可的法律文件，包括但不限于：股份转让协议（目标公司及甲方做出的陈述和保证和其他条款令乙方满意）、股东会/股东大会/董事会决议和修改后的目标公司及其中国境内子公司章程等；其中，甲方应当促使并确保XXX以令乙方满意的格式和内容修改其公司章程，包括但不限于以下内容：Execution of the legal documents to the satisfaction ofParty A and Party B, including but not limited to: SharePurchase Agreement with representations and warrants madeby the Target Company and Party A and other terms and conditions satisfactory to Party B,shareholders/shareholders meeting/board resolutions and revised Memorandum & Articles of Association of the Target Company and its PRC Subsidiaries; Among which, Party A shall procure and ensure XXXto revise its Article of Association in the forms and contexts to the satisfaction of Party B, including but not limited to the following contexts:●将XXX公司章程第三十八条中有关公司利润分配的条款，补充修改为“在公司合营期限内的前三十年中，公司可分配利润的20%将无偿捐赠给普陀山管理局作为风景区建设发展基金，剩余利润按出资比例分配；在公司合营期限内的后二十年中，公司可分配利润按照各股东的合资比例进行分配，无需进行捐赠。
”The Clause 38 of the Article of Association ofXXXregarding the profits distribution shall be revised as “In the first thirty years within the duration of the Joint Venture, 20% of the allocable profits of the Joint Venture shall be donated to Putuo MountainAdministration Bureau as the construction development foundation for the scenic area; In the latter twenty years within the duration of the Joint Venture, any allocable profits of the Joint Venture shall bedistributed per capita among the shareholders without donations.”●将XXX公司章程第三十九条中有关公司合资期限的条款补充修改为“各股东一致同意，应在合营期限届满六个月之前向审批机构申请延长合资经营期限。