How Should The Merger Agreement Be Formulated?

The acquirer: (hereinafter referred to as Party A)

The acquirer: (hereinafter referred to as Party B)

In accordance with the relevant provisions of the company law of the People's Republic of China and the Interim Measures on enterprise annexation, Party A and Party B, in line with the principle of optimizing the allocation of resources and enhancing the competitiveness of enterprises, have reached an agreement on the basis of equal consultation on the merger of the real Estate Development Co., Ltd.

1. The directors and shareholders of both Party A and Party B have fully demonstrated and repeated consultation on the matter of merger, and have made a decision. They agreed to annex Party B by Party A and strictly abide by the relevant agreements reached therefrom.

Two, in view of the fact that Party B's assets and liabilities are basically equivalent, Party A will annex Party B by way of debt.

Party A accepts all assets of Party B on the condition of assuming Party B's debts and no longer pays any consideration.

(attached to the asset assessment)

Three, after Party A annex Party B, all debts of the former Party B shall be borne by Party A, and creditor's rights shall be enjoyed by Party A.

The obligation of disclosure is executed according to the 184th law of the company law.

Four. Party A

After Party B, the former Party B staff shall be resettled separately by Party B.

It shall be borne by Party B.

Five. After the signing of this agreement, the two parties shall handle the registration procedures of the alteration and pfer of assets of the parties on the basis of this agreement, and the relevant expenses and taxes shall be borne by Party A.

Six. After the entry into force of this agreement, Party A and Party B will hold the agreement.

Handle the cancellation of registration and the registration procedures of Party A, and submit the notice to the registration authority.

Seven, Party B declares that there is no debt in the process of signing the agreement. If there is no outstanding debt or liability, it is guaranteed to make corresponding compensation.

Eight. After signing the agreement, the agreement will be effective after it has been reported to the relevant departments.

Both parties shall perform their duties and shall not default without authorization.

Nine. Matters not covered by this Agreement shall be settled separately by the two parties. The agreement concluded is a supplement to this Agreement and has the same legal effect.

Ten. This agreement is distributed in a single way. Each party holds one copy, which is reported to the relevant authorities for two purposes.

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