this assets transfer agreement ("this agreement") is made between and by the following parties in beijing on _________,_________,_________(m,d,y).
　　party a: aaa co., ltd.
　　address: _________
　　party b: bbb co., ltd.
　　address: _________
　　whereas party a agrees to assign to party b the assets concerned to party b and party b agrees to accept the said assets; therefore, the parties reach the following agreement through friendly consultations:
　　article1
　　party a agrees to assign the assets listed in attachment i of this agreement, and party b agrees to accept the foregoing assets.
　　article2
　　the parties agree that party a will complete all the procedures necessary for the transfer of the assets listed in attachment i hereto from party a to party b within _________ upon execution of this agreement (excluding the day of execution for this agreement), which include but are not limited to the hand-over of certification of ownership for such assets and the handling of registration procedures (if applicable).
　　article3
　　party b will pay party a an assignment fee of _________ for the assets assigned by party a.
　　article4
　　the parties agree that the title of the assets listed in attachment i hereto will be transferred to party b on the _________ upon execution of this agreement. party a shall be responsible for all the liabilities and risks involving the title transfer of the assets listed in attachment i hereto prior to such transfer (no matter such liabilities and risks are claimed before or after the transfer of such title), for which party b shall bear no liabilities and obligations. in case party b does not receive the foregoing assets within _________ upon execution of this agreement, party a shall compensate in _________.
　　article5
　　representation and guarantee
　　 party represents and guarantees as follows:
　　(a) party a is a company incorporated and validly existing pursuant to the chinese laws;
　　(b) by executing and performing this agreement, party a does not violate the relevant laws and contracts that have a binding force on it, and has obtained the proper authorization and all the necessary approval of executing and performing this agreement; and
　　(c) party a is entitled to the ownership of the assets listed in attachment i hereto and has not placed mortgage or any third party"s interests against such ownership, nor does it impose any obstacle to party b for the obtainment of the title of such assets.
　　 party b represents and guarantees as follows:
　　(a) party a is a company incorporated and validly existing pursuant to the chinese laws; and
　　(b) by executing and performing this agreement, party b does not violate the relevant laws and contracts that have a binding force on it, and has obtained the proper authorization and all the necessary approval of executing and performing this agreement.
　　article6
　　liability for breach of agreement
　　 if one party to this agreement ("the breaching party") fails to implement its obligations under this agreement (including violation of the provisions involving representation and guarantee), and fails to adopt effective measures to correct such violation within _________ upon receipt of a written notice by the other party ("the non-breaching party") for such correction within the stipulated time, the non-breaching party has the right to terminate this agreement and claim compensation from the breaching party for the losses sustained therefrom.
　　 if party a violates the provisions of articles2and5of this agreement, party b has the right to seek return of all the payment and a penalty equal to _________ of the total price from party a.
　　article7
　　settlement of dispute
　　any dispute arising out of or in connection with this agreement shall be settled by the parties through consultations. if it cannot be settled through consultations, any party may submit the said dispute to china international economic and trade arbitration commission for arbitration in beijing according to its valid rules of arbitration. the arbitration award is final and shall be binding over the parties.
　　article8
　　force majeure
　　a force majeure event refers to any event that cannot be foreseen and its occurrence and consequences cannot be avoided or overcome at the time when this agreement is executed. any party to this agreement shall not bear the liabilities for breach of this agreement if it is prevented from implementing all or any part of the responsibilities associated with the provisions of this agreement. the party that is affected with such a force majeure event shall notify the other party of the effects of such event within _________ after its occurrence, and present certification by the local notarization organ.
　　article9
　　transfer of agreement
　　no party shall transfer its rights and obligations under this agreement to any third party unless consented by the other party in writing.
　　article10「1」 「2」 「3」