英文認購協(xié)議實例

認購協(xié)議

日期：2013年6月10日

地點：________________

通過支付普通股的購買價格，向BA公司交付它的應(yīng)付支票，以下指定投資者據(jù)此申購BA公司指定的普通股購買數(shù)目，每股0.01美元。

通過這種付款方式，指定投資者承認收到認購協(xié)議，其中的條款支配在此認購的普通股的投資。

1．投資

（1）股份數(shù)目：10,000

（2）資金總數(shù)：100美元

投資者支票日期：2013年6月17日之前

2．注冊

（1）注冊所有人：________________

（2）郵寄地址：________________

（3）出生日期：________________

（4）雇員或會員　是　否　√

（5）社會保險號：________________

（6）電話號碼：

3．所有權(quán)

[　]自然聯(lián)權(quán)共有人

[　]法人所有權(quán)

[√]個人所有

[　]合伙

[　]其他

4．簽名

授權(quán)簽名：

日期：2013年6月10日

簽名：BA公司

日期：2013年6月10日

寄：BA公司

例二：

Company A

and

Company B

COMMON STOCK PURCHASE AGREEMENT

November 20,2009

COMMON STOCK PURCHASE AGREEMENT

This COMMON STOCK PURCHASE AGREEMENT (this "Agreement") is entered into at Beijing City, PRC as of November 20,2009, by and between:

Company A (the "Company"), a company duly incorporated and validly existing under the Laws of Nevada, with its registered address at 502 East John Street, Carson City, Nevada, 89706, United States; and Company B (the "Purchaser"), a limited liability company duly incorporated and validly existing under the Laws of the PRC, with its address at 1047 Tushan Road Bengbu, Anhui Province, PRC.

RECITALS

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(2) of the Securities Act and the rules and regulations promulgated thereunder, including Regulation D and/or upon such other exemption from the registration requirements of the Securities Act as may be available with respect to the investment to be made hereunder, the Company desires to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, 9,000,000 Common Shares for an aggregate purchase price of US$9,000,000.

NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS CONTAINED IN THIS AGREEMENT AND FOR OTHER GOOD AND VALUABLE CONSIDERATION THE RECEIPT AND ADEQUACY OF WHICH ARE HEREBY ACKNOWLEDGED, THE COMPANY AND THE PURCHASER AGREE AS FOLLOWS:

1. DEFINITIONS

In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms shall have the meanings indicated in this Section 1:

Agreement has the meaning ascribed to such term in the Recitals to this Agreement.

Business Day means any day, other than a Saturday, Sunday or other day on which the commercial banks in the United States or Hong Kong are authorized or required to be closed for the conduct of regular banking business.

Closing has the meaning ascribed to it in Section 3.1 of this Agreement.

Common Shares means the Company's common shares.

Company has the meaning ascribed to it in the Recitals of this Agreement.

Contract means a legally binding contract, agreement, understanding, indenture, note, bond, loan, instrument, lease, mortgage, franchise, or license.

Governmental Authority means the government of any nation, province, state, city, locality or other political subdivision of any thereof, or any authority, department, commission, board, bureau, agency, court, tribunal or instrumentality, or any applicable selfregulatory organization.

Law means any constitutional provision, statute or other law, rule, regulation, official policy or interpretation of any governmental authority and any injunction, judgment, order, ruling, assessment or writ issued by any governmental authority.

MOFCOM means the Ministry of Commerce or, with respect to any matter to be submitted for examination and approval by the Ministry of Commerce, any government entity which is similarly competent to examine and approve such matter under the laws of the PRC.

Material Adverse Effect means any (a) event, occurrence, fact, condition, change or development that has had a material adverse effect on the legality, validity or enforceability of this Agreement, or (b) material impairment of the ability of the Company to perform its material obligations hereunder or under this Agreement, as applicable.

NDRC means the PRC National Development and Reform Commission, and any governmental body that is a successor thereto.

P. R. C. means the People Republic of China, but solely for the purposes of this Agreement, excluding the Hong Kong Special Administrative Region, the Macau Special Administrative Region and Taiwan.

Purchase Price has the meaning ascribed to it in Section 2.1 of this Agreement.

Purchaser has the meaning ascribed to it in the recitals of this Agreement.

Rule 144 has the meaning ascribed to it in Section 4.6 of this Agreement.

SAFE means the PRC State Administration of Foreign Exchange, and any governmental body that is a successor or subordinate thereto.

SASAC means the PRC State-owned Assets Supervision and Administration Commission of the PRC or, with respect to any matter to be submitted for examination and approval by the State-owned Assets Supervision and Administration Commission, any government entity which is similarly competent to examine and approve such matter under the laws of the PRC.

SEC means the United States Securities and Exchange Commission.

Securities Act means the United States Securities Act of 1933, as amended.

Termination Date has the meaning ascribed to it in Section 8.2 of this Agreement.

UNCITRAL Rules has the meaning ascribed to it in Section 12 of this Agreement.

2. PURCHASE OF COMMON SHARES

2.1 Sale and Issuance of Common Shares

Subject to the terms and conditions of this Agreement, at the Closing (as defined in Section 3.1 below), the Purchaser agrees to purchase, and the Company agrees to issue and sell to the Purchaser, or an affiliate of the Purchaser pursuant to Section 3.2 below, 9,000,000 Common Shares, at a price of US$1.00 per share (the "Purchased Shares"), for an aggregate purchase price of US$9,000,000 (the "Purchase Price")

2.2 Payment of Purchase Price

At the Closing, the Purchaser shall deliver to the Company the Purchase Price in immediately available U. S. dollars via wire transfer in accordance with the instructions below:

Intermediary Bank:

Account Number:

Beneficiary Bank Address:

Swift Code:

3. Closing and Delivery

3.1 Closing

The consummation of the sale and purchase of the Common Shares pursuant to Section 2.1 (the "Closing") shall take place remotely via the exchange of documents and signatures, on such date as the Company and the Purchaser shall mutually agree, which date shall be no later than five (5) Business Days following the satisfaction or waiver of each condition applicable to the Closing set forth in Section 6 of this Agreement.

3.2 Delivery

At the Closing, the Purchaser shall pay the Purchase Price to the Company in accordance with Section 2.2 of this Agreement. On the 45th Business Day after the wire transfer by the Purchaser of the Purchase Price, the Company shall cause to be issued to the Purchaser (or, if requested in advance by the Purchaser, to the Purchaser's affili ate,________________, provided that________agrees in writing to be bound by the terms of this Agreement applicable to the Purchaser, including, but not limited to, the representations and warranties in Article 4 hereto) a share certificate representing the Purchased Shares, and update the Company's register of members evidencing Purchaser's (or, if applicable,________) ownership of the Purchased Shares and deliver to the Purchaser a certified copy of such register of members.

4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser irrevocably represents and warrants to the Company that the statements contained in this Section 4 are true, correct and complete with respect to such Purchaser as of the date hereof and as of the Closing:

4.1 Power and Authorization

The Purchaser is duly incorporated, validly existing and in good standing under the Laws of the PRC, and has all requisite power to execute and deliver this Agreement to which it is a party and to carry out and perform its obligations hereunder. The execution and delivery of this Agreement by the Purchaser and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Purchaser and no further action is required by the Purchaser, its board of directors, managers, or equity holders. This Agreement, to which the Purchaser is a party, has been duly executed by the Purchaser, and when delivered by Purchaser in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditor's rights generally, and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

4.2 Governmental Consents

The Purchaser has obtained all requisite consents, approvals, orders or authorizations of, or registrations, qualifications, designations, or declarations from, any Governmental Authority on the part of Purchaser that are required to be obtained or made, as applicable, in connection with the valid execution, delivery and consummation of the transactions contemplated by this Agreement.

4.3 Compliance with Laws

The execution, delivery and performance by the Purchaser of this Agreement does not and will not violate any law, judicial judgment, arbitration award, or other decree.

4.4 Compliance with other instruments

The execution, delivery and performance by the Purchaser of this Agreement does not and will not contravene, breach or violate the terms of any agreement, document or instrument to which such Purchaser is a party and to any of which such Purchaser's assets or properties are bound.

4.5 Purchase Entirely for Own Account

The Purchaser acknowledges that the Company is entering into this Agreement with the Purchaser in reliance upon the Purchaser's representation to the Company. By executing this Agreement, the Purchaser hereby confirms, that the Common Shares to be received by the Purchaser hereunder will be acquired for investment for the Purchaser's own account, and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Purchaser further represents that it does not have any Contract with any Person to sell, transfer or grant participations to any Person with respect to any of the Purchased Shares.

4.6 Restricted Shares

The Purchaser understands that the Purchased Shares are characterized as "restricted securities" and have not been registered under the Securities Act or applicable state securities laws. The Purchaser understands that the Purchased Shares must be held indefinitely unless such Purchased Shares are registered under the Securities Act or an exemption from registration is available. The Purchaser acknowledges that it is familiar with Rule 144 of the rules and regulations of the SEC, as amended, promulgated pursuant to the Securities Act ("Rule 144"), and that the Purchaser has been advised that Rule 144 permits resales only under certain circumstances. Each Purchaser understands that to the extent that Rule 144 is not available, such Purchaser will be unable to sell any of the Purchased Shares without either registration under the Securities Act or the existence of another exemption from such registration requirement.

4.7 Legends

The Purchaser understands that the certificate evidencing the Purchased Shares will bear the following legend:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT"). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE SECURITIES ACT OR PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, SUCH REGISTRATION REQUIREMENTS."

4.8 Investment Experience

The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Purchased Shares and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of an investment in the Purchased Shares and, at the present time, is able to afford a complete loss of such investment.

4.9 Purchaser Status

At the time such Purchaser was offered the Common Shares, it was, and at the date hereof it is, either: (i) an "accredited investor" as defined in Rule 501 (a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a "qualified institutional buyer" as defined in Rule 144 A (a) under the Securities Act.

4.10 General Solicitation

The Purchaser acknowledges that the Common Shares were not offered to such Purchaser by means of any form of general or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including (i) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media, or broadcast over television or radio, or (ii) any seminar or meeting to which Purchaser was invited by any of the foregoing means of communication, or any other general solicitation or general advertisement.

5. REPRESENTATIONS AND WARRANTITIES OF THE COMPANY

The company hereby represents and warrants to the Purchaser that the statements contained in this Section 5 attached hereto are true, correct and complete as of the date hereof and as of the Closing:

5.1 Organization, Good Standing and Qualification

The Company is duly incorporated, validly existing and in good standing under the Laws of the State of Nevada. The Company has all requisite legal and corporate power and authority to carry on its business as now conducted, and is duly qualified to transact business in each jurisdiction in which the failure to so qualify would have a Material Adverse Effect.

5.2 Authorization

The Company has all requisite legal and corporate power, and has taken all corporate action on the part of the Company, its officers, directors and shareholders necessary, for the authorization, execution and delivery of this Agreement, the performance of all obligations of the Company hereunder and delivery, and the authorization, issuance (or reservation for issuance), sale and delivery of the Purchased Shares to be issued pursuant to this Agreement, and this Agreement when executed and delivered by the Company, will constitute the valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, except (a) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors'rights generally, and (b) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

5.3 Compliance with Laws

The execution, delivery and performance by the Company of this Agreement do not and will not violate any law or regulation. There is no judicial judgment (or an arbitration award) or decree forbidding or restricting the Company from entering into and performing this Agreement.

5.4 Provided Information

The documentation, data and warranties provided by the Company based on which this Agreement is enter into are true, accurate and complete. There is no false statement, material omission or misleading statement provided by the Company that may mislead the Purchaser, and the Company is totally responsible for the truthfulness, accuracy and completeness of the documentation provided to the Purchaser.

6. CONDITIONS OF THE PARTIES OBLIGATIONS AT CLOSING

6.1 Representations and Warranties True

The obligations of the Company at the Closing shall be subject to the condition that the representations and warranties of the Company contained in Section 5 shall be true and accurate in all material respects when made, and shall be true and correct in all material respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing. The obligations of the Company at the Closing shall be subject to the condition that the representations and warranties of the Purchaser contained in Section 4 shall be true and correct in all material respects when made, and shall be true and correct in all material respects on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of such Closing.

6.2 Authorization and Approvals of the Company

The obligations of the Company shall be subject to the condition that the Company shall have obtained all authorizations, approvals, waivers or permits of any Person or any Governmental Authority necessary for the consummation of the transactions contemplated by this Agreement, including without limitation any authorizations, approvals, waivers or permits that are required in connection with the lawful issuance of the Purchased Shares, and all such authorizations, approvals, waivers and permits shall be effective as of the Closing.

7. TIMING OF CLOSING

The parties agree to act with all deliberate speed to fulfill the conditions to the Closing set forth in Section 6 hereof, and to use all reasonable commercial efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable Closing.

8. TERMINATION OF THE AGREEMENT

8.1 This Agreement may be terminated before the Closing as follows:

(a) at the election of the Purchaser or the Company on or after 60 days after the date hereof, if the Closing shall not have occurred on or before such date unless such date is extended by the mutual written consent of the Company and the Purchaser, provided that the party seeking termination is not in material default of any of its obligations hereunder, and the right to terminate this Agreement pursuant to this Section 8.1 shall not be available to the party seeking termination if its breach of any provision of this Agreement has been the cause of, or resulted, directly or indirectly, in the failure of the Closing to be consummated by 60 days after the date hereof.

(b) by mutual written consent of Company and the Purchaser as evidenced in writing signed by each of the Company and the Purchaser.

(c) by the Purchaser in the event of any material breach or material violation of any representation or warranty, covenant or agreement contained herein by the Company that is not cured or curable within ten (10) Business Days following the Company's receipt of written notice of same.

(d) by the Company in the event of any material breach or violation of any representation or warranty, covenant or agreement contained herein by the Purchaser with respect to the Purchaser that is not cured or curable within ten (10) Business Days following the Purchaser's receipt of written notice of same.

8.2 The date of termination of this Agreement pursuant to this Section 8 hereof shall be referred to as "Termination Date". In the event of termination by the Company and/or the Purchaser pursuant to this Section 8 hereof, written notice thereof shall forthwith be given to the other party and this Agreement shall terminate.

8.3 In the event that this Agreement is validly terminated pursuant to Section 8, each of the parties shall be relieved of their duties and obligations arising under this Agreement after the date of such termination and such termination shall be without liability to the Company or the Purchaser; provided that no such termination shall relieve any party hereto from liability for any breach of this Agreement.

9. CONFIDENTIALITY

9.1 No Disclosure

Except as otherwise provided hereunder, no party shall disclose the terms of this Agreement to any third party without first obtaining the written approval of the other party.

9.2 Permitted Disclosures

Notwithstanding the foregoing, any party may disclose any terms of this Agreement to its current or bona fide prospective investors, employees, investment bankers, lenders, accountants and attorneys, in each case only where such persons or entities are subject to appropriate nondisclosure obligation.

9.3 Legally Compelled Disclosure

Notwithstanding anything to the contrary in this Agreement, the Company shall be permitted to disclose this Agreement and the material terms contemplated hereby to the extent required by Law or regulation, including, without limitation, the rules and regulations of the SEC.

9.4 Other Information

The provisions of this Section 9 shall be in addition to, and not in substitution for, the provisions of any separate nondisclosure agreement executed by any of the parties hereto with respect to the transactions contemplated hereby.

10. NOTICES

All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient, and if not so confirmed, then on the next Business Day, (c) five (5) days after having been transmitted by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after delivery by an internationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent to the respective parties at their address as set forth on Schedule 1, or to such e-mail address, facsimile number or address as subsequently modified by written notice given in accordance with this Section 10.

11. FORCE MAJEUER

11.1 The events of force majeure referred to herein shall mean all objective events that are unforeseeable by either party at the time when this Agreement was signed, and which cannot be avoided or overcome and which events prevent total or partial performance by any party of all or part of its obligation hereunder. Such events shall include earthquakes, typhoons, flood, fire, war, failures of international or domestic transportation, terrorist acts, epidemics, strikes, action or inaction of any government that was not reasonably foreseeable at the time this Agreement was signed.

11.2 The party affected by any event of force majeure shall provide to other party to this Agreement relevant documents notarized by a notarization agency within fifteen (15) days upon occurrence of such an event, evidencing the occurrence of such event and specifying which provision under this Agreement such party is unable to perform or with respect to which it requires an extension.

11.3 If either party is unable to perform this Agreement due to any event of force majeure, such party shall not be deemed to be in default; notwithstanding the forgoing, such party shall use its best effort to minimize the damages caused by the event of force majeure to the other party.

11.4 Upon occurrence of an event of force majeure, the parties shall determine by consultation how to perform this Agreement based on the effect of the force majeure, including terminating this Agreement, waiving partial obligations of one party or both parties under this Agreement or extending the term of this Agreement. The termination of this Agreement due to any event of force majeure shall be effective only if approved by both parties in writing.

12. DISPUTE RESOLUTION

Each party irrevocably (i) agrees that any dispute or controversy arising out of relating to, or concerning any interpretation, construction, performance or breach of this Agreement, shall be settled by arbitration to be held in Hong Kong by the Hong Kong International Arbitration Center in accordance with the UNCITRAL Arbitration Rules (the "UNCITRAL Rules") then in effect and (ii) waives, to the fullest extent it may effectively do so, any objection which it may now or hereafter have to the laying of venue of any such arbitration. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court having jurisdiction. The parties to the arbitration shall separately pay for an equal share of the costs and expenses of such arbitration, and each party shall separately pay for its respective counsel fees and expenses; provided, however, that the prevailing party in any such arbitration shall be entitled to recover from the non-prevailing party its reasonable costs and attorneys fees.

13. GOVERNING LAW

This Agreement shall be governed and construed in accordance with the Laws of the State of New York, the USA, without regard to the conflicts of laws principles thereof.

14. SUCCESSORS AND ASSIGNS

Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties hereto w