How To Draw Up The Merger Agreement

Party A: the first party is: the first, the second and the third.

Address: the address of the people's Republic of China.

Party B: in the second place, it will be the first two years.

Address: the address of the people's Republic of China.

In view of:

(1) Party A is a company approved by the people's Government of the government of the people's Republic of China.

(2) the state owned enterprise of Party B belongs to the state owned enterprise and has the property right relationship with Party B.

(3) after friendly negotiation, Party B agrees to Party A's merger with Party B's subordinates.

(4) the merger has been approved by the relevant government departments.

In order to clarify the rights and obligations of Party A and Party B and ensure the smooth progress of the merger, according to the relevant laws and regulations, Party A and Party B conclude the merger agreement in accordance with the principle of equality, voluntariness and fairness, so as to abide by them.

1. explanations of words

Unless otherwise agreed in this agreement, the following words have the following meanings:

The 1.1 is the state owned enterprise owned by Party B, which has the property right relationship with Party B. Its domicile is the company's registered residence No.

1.2 asset appraisal report: refers to the assets appraisal report issued by the assets appraisal institution jointly selected by the two parties in order to implement capital annexation.

1.3 related assets: refers to the operating assets and related liabilities of the company which is received by Party A under this agreement.

Please see the asset assessment report for details.

1.4 contract: refers to the loan contract, the mortgage contract and all kinds of production and operation contracts signed by Party A.

1.5 related business: refers to the production and business operation of the company in accordance with the law.

Specific registration on the business license shall prevail.

1.6 related workers: refers to all the workers who are in line with the merged operating assets.

2. mode of merger

2.1 Party A and Party B agree that Party A shall annex the company's debts by way of assuming debts, that is, Party A shall take the consideration of all debts corresponding to the operating assets of the company on the base date of the asset assessment report as the price of this merger.

2.2 the asset appraisal report of this annexation shall be jointly assessed by a party and party concerned with a qualified assessment institution and confirmed by the state assets administration department.

2.3 after Party A annexed the company, its related businesses shall be managed by Party A, and Party A shall enjoy and bear the relevant rights and obligations.

3. handling of claims and debts

Party A shall bear Party A's debts and debts after annexation of the company.

4. handling of contracts

4.1 after Party A annex the contract, the relevant contracts signed by Party A will be accepted by Party A.

4.2 the above contract subjects need to be changed. Party B should assist Party A in completing the registration procedures.

5. merger matters

5.1 Party A and B confirm that, within 10 days after the entry into force of this agreement, the pfer procedures for assets, business and documents and materials will be handled.

5.2 Party B shall give Party A the necessary assistance in the process of pfer.

5.3 after the merger of Party A, Party A can continue to engage in this business.

6. commitment

6.1 Party B and the commitment of the company.

6.1.1 Party B and the company shall have the right to handle the assets of the company, which are lawful, effective and authentic.

6.1.2 Party B and the company shall guarantee that the production and operation of the company will continue as usual until the date of signing the agreement and until the completion of the merger.

6.2 Party A's promise

6.2.1 Party A guarantees to receive the relevant assets and business of the company in time, and shall bear the relevant claims and debts.

6.2.2 Party A guarantees to receive relevant workers in the company.

6.3 Party A and B guarantee that they will not do anything harmful to the interests of the other party.

7. Party A's rights and obligations

7.1 Party A's rights

7.1.1 Party A shall have the right to receive the assets of the company under this Agreement and shall have the right to dispose of its assets after completion of the merger.

7.1.2 Party A has the right to require Party B to pfer all the documents related to the operating assets of the company, including but not limited to: all kinds of accounts, accounting books, equipment and technical information.

7.2 obligations of Party A

7.2.1 the obligation to pay consideration is agreed upon in accordance with this agreement.

7.2.2 and Party B jointly invite assets appraisal institutions and bear all assets appraisal fees.

8. Party B's rights and obligations

8.1 Party B's rights

8.1.1 Party B has the right to collect relevant consideration from Party A.

8.1.2 Party B shall have the right to supervise whether Party A is in the process of annexation, and whether it will damage the interests of Party B, M & B, and its employees.

Party B has the right to supervise the activities of Party A after the merger, whether it will damage the interests of the workers.

8.2 Party B

8.2.1 Party B has the obligation to pfer all the operating assets and related documents and materials to Party A with the company.

8.2.2 Party B has the obligation to assist Party A in handling the procedure of this merger.

9. liability for breach of contract

9.1 any party who breaches the provisions of this Agreement constitutes a breach of contract, shall bear the liability for breach of contract, and compensate the other party for damages. If both parties are at fault, the amount of compensation shall be determined according to the fault size of both parties.

9.2 causes

As well as the adjustment of relevant national legislation and industrial policies, the two parties are not liable for breach of contract if they fail to perform this agreement.

10. dispute resolution

10.1 Party A and B are due to this.

When disputes arise in the course of interpretation or performance, the parties shall first settle them through friendly negotiation.

10.2 neither Party A nor Party B has the right to file a lawsuit against the intermediate people's Court of the 20 session of the two countries.

11. supplementary provisions

11.1 in the absence of this agreement, Party A and Party B can sign supplementary agreements. The supplementary agreement has the same legal effect as this agreement.

11.2 the signing or sealing of the agreement by Party A or Party B shall be effective.

11.3 copies of the agreement are equally valid.

Party A (Gai Zhang): the second party is (Gai Zhang):

Legal representative (signature): legal representative (signature):

This is the year of the year.

Place of signing: location of the site, the location of the signing: the site of the first phase of the project is: