北梦木兮
LETTER OF INTENT
This Letter of Intent is entered into between the following two parties:
?____________(the name of the Party A) (the “Party A”), a company duly organized and validly existing under the laws of ?_____________ with its legal address at ?__________; and
?_____________(the name of the Party B) (the “Party B”), a company duly organized and validly existing under the laws of ?________________with its legal address at ?____________.
The Parties are collectively referred to as \Whereas ?____________________________________; Whereas ?____________________________________;
Therefore, the Parties express their joint intentions on the equity transfer for the purchase of ?________by Party A from Party B (hereinafter the “Equity Transfer”) as follows:
1. TERM
This Letter of Intent, its contents and conditions will remain valid and in force for a period of ?[one (1) year] from the date of its signature, unless extended by the Parties in a written agreement.
2. PRINCIPAL INTENT
It is the principal intent of the Parties during the term hereof to identify, pursue, resolve and agree on all matters in relation to the Equity Transfer and to conclude such matters in formal agreements that are appropriate under the circumstances and acceptable to the Parties at their entire discretion.
3. PRELIMINARY AGREEMENT
The Parties have reached the following preliminary agreements which shall be reflected in the future agreements relating to the Equity Transfer: 3.1
Equity Transfer
Party A shall enter into an equity transfer agreement with Party B to purchase ?__% of all the ownership interest that Party B owns in ?______(the name of the object company) (the “Company”) for the price as set forth in Article 3.2.
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3.2 Purchase Price
The Parties agree on a preliminary basis that the purchase price for the Equity Transfer is approximately ?____________. The final price and methods of payment for the Equity Transfer shall be subject to further agreement between the Parties based on the results of the due diligence carried out by Party A pursuant to Article 3.5.
3.3 Non-competition
Upon completion of the Equity Transfer, Party B and its affiliated companies shall refrain from directly or indirectly manufacturing, selling and distribution of ?______ or engaging in any activities which are in competition to ?________.
3.4 Trademark
?_________________
3.5 Due diligence
The Parties agree that upon the conclusion of this Letter of Intent, Party A will conduct a full tax, financial and legal due diligence on Party B in relation to the Equity Transfer. Party B shall provide all necessary assistance for such a full due diligence, in particular, but not only, making available necessary documents and information.
3.6 Approval
Party B shall be responsible for obtaining from the competent governmental authorities all the necessary approvals for the Equity Transfer which are required under the PRC laws and regulations.
4. EXCLUSIVITY
The Parties hereby agree that during the term hereof they shall engage in an exclusive negotiation as between the Parties in regard to the Equity Transfer and will not contact, negotiate or conclude arrangements with any third parties who have expressed or may express interest in the Equity Transfer.
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5. RESERVED RIGHTS
The Parties reserve the right in their sole and absolute power to reject any or all proposals, and to terminate discussions and negotiations on the Equity Transfer with the other Party at any time.
6. CONFIDENTIALITY
The Parties shall receive and hold confidential this Letter of Intent itself and all proprietary or confidential information of each other Party identified as such upon delivery, and shall use it exclusively in connection with the Equity Transfer and shall not publish or disclose the same without prior written consent of the other Party maintaining proprietary or confidential information.
7. 7.1
TIME SCHEDULE FOR IMPLEMENTING THIS LETTER OF INTENT
Subsequent to the signing of this Letter of Intent, immediate actions shall be taken by the Parties or the respective Party for the implementation of the this Letter of Intent as follows:
Actions Completion of Due Diligence Further Negotiation Draft of Equity Transfer Agreement and ? ________ Documents Approval by the Examination and Approval Authority 7.2
This Letter of Intent shall be approved by the respective Board of Directors of both Parties.
Timing Conclusion of the Equity Transfer Agreement and Other 8. BEST EFFORTS
Both Parties hereby commit their best efforts to accomplish the objective herein and to reach a legally binding agreement on the Equity Transfer.
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