Legal Representative: _ _ _ _ _ _ _
Registered capital: _ _ _ _ _ _ _
Business scope: _ _ _ _ _ _ _ _ _, subject to the projects approved by the industrial and commercial departments.
Nature of the company: _ _ _ _ _ _ _ _ Limited liability company, and each shareholder shall be responsible for the company in proportion to the capital contribution subscribed.
Party A: _ _ _ _ _ _ ID number: _ _ _ _ _ _ _
Party B: _ _ _ _ _ _ ID number: _ _ _ _ _ _ _
Party C: _ _ _ _ _ _ ID number: _ _ _ _ _ _ _
According to the Civil Code of People's Republic of China (PRC) and the Company Law of People's Republic of China (PRC), Party A, Party B and Party C have reached the following agreement on the establishment of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _:
I. Shareholders and their capital contributions
The company was established by the joint investment of the shareholders of Party A, Party B and Party C, with a total investment of 654.38 million yuan.
1. Party A contributes in cash, and the proposed contribution is RMB _ _ _ _ _ _ _ _ _, accounting for _ _% of the registered capital;
2. The monetary contribution of Party B is RMB _ _ _ _ _ _ _ _, accounting for _ _% of the registered capital;
3. The monetary contribution of Party C is RMB Yuan, accounting for% of the registered capital.
4. The actual contribution of shareholders shall be subject to the supplementary agreement.
Second, the company management and division of functions
1. The company has executive directors and supervisors with a term of two years.
2. Party A serves as the executive director of the company and is responsible for the company's operation, with specific responsibilities including:
(1) Go through the formalities of company establishment registration;
(2) Manage the company's administrative, personnel and financial affairs;
(3) Other duties required by the daily operation of the company.
3. Party B acts as the supervisor of the company and is responsible for the sales of products. Specific responsibilities include:
(1) product marketing and marketing;
(2) Feedback the data of business development in time;
(3) Other duties required by the daily operation of the company.
4. Party A, Party B and Party C have the right and obligation to supervise and assist each other's related work.
5. The company has no general meeting of shareholders. If there are any major issues, they can only be carried out after the unanimous resolution of Party A, Party B and Party C; If the opinions of the three parties cannot be coordinated, it shall be conducted in the following order without damaging the interests of the company:
(1) Various clauses defined by People's Republic of China (PRC) Civil Code, People's Republic of China (PRC) Company Law and other laws and regulations;
(2) The proportion of capital contribution actually held by the proposer's shareholder * * *;
(3) enterprise legal person;
(4) Bring a lawsuit to the people's court with jurisdiction in the place where the company is registered.
6. Party A, Party B and Party C hold a regular meeting of shareholders once a week to summarize the company's operation in the previous stage and plan and deploy the company's operation in the next stage.
Third, financial management.
1. Funds are received and paid by the company account, and finance is handled by the financial personnel designated by Party A, Party B and Party C. ..
2. Settle the company's accounts every month, and provide relevant statements in time for Party A, Party B and Party C to sign for the record.
3. The funds shall be jointly supervised and used by Party A, Party B and Party C. If a single transaction exceeds RMB _ _ _ _ _ _ _ _ _ _ _, it shall be approved by the three parties.
4. If one party disagrees with the use of funds by the other party, the other party shall give a reasonable explanation; Otherwise, one party has the right to submit a resolution at the shareholders' regular meeting to demand the other party to compensate for the losses.
5. Party A, Party B and Party C shall not accept commercial bribery in any excuse or form, and shall not occupy company property without permission;
(1) The donee has the right to keep or give to the company the commercial gifts approved by the three parties and the amount of which is not higher than that of 300 yuan;
(2) Where any form of commercial gift or commercial bribe with a value exceeding _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
(3) If the amount of bribery or misappropriation reaches the filing standard, it shall be handled by the public security organ, and the recipient shall bear all responsibilities arising therefrom and compensate the company and the observant party for all losses.
Fourth, profit and loss distribution
1. The profits and losses shall be shared and borne by Party A, Party B and Party C in proportion to their respective contributions.
2. The after-tax profits of the company can only be distributed to shareholders after making up the previous losses of the company;
(1) The bonus will be paid on the first working day of the first month of each quarter;
(2) The dividend amount is 50% of the remaining profit in the last quarter;
(3) Dividend proportion is the proportion of capital contribution paid by shareholders.
Verb (abbreviation for verb) Share conversion or withdrawal agreement
1, share conversion:
(1) If the transferor _ _ _ _ _ transfers its shares to other parties, it shall obtain the written consent of the transferor;
(2) The transferor is responsible for handling the corresponding change registration procedures, but if the company loses money due to the equity transfer, the transferor shall bear all the responsibilities;
(3) If the transferor transfers the equity in violation of the above agreement, the transfer is invalid.
2. Withdrawal:
(1) One shareholder must pay off his personal debts to the company (including but not limited to the company's loans and the losses caused to the company by the shareholder's actions, etc.). ) and obtain the written consent of all other shareholders before withdrawing shares;
(2) Withdrawal of shares at any time shall be settled in cash;
(3) The withdrawing party is responsible for handling the corresponding change registration procedures, but if the company loses due to withdrawal, the withdrawing party shall bear all the responsibilities.
3. Capital increase:
If the Company's common reserve fund is insufficient and it is necessary to increase its capital, each shareholder will increase its capital contribution in proportion to its capital contribution; If all shareholders agree, other ways of capital increase can be determined through consultation according to specific conditions. If other parties increase their shares, prospective shareholders shall acknowledge the contents of this agreement, share and assume the rights and obligations of shareholders in this agreement, and the shares must be agreed by all shareholders.
Dissolution or termination of intransitive verb agreement
1. This Agreement shall be terminated in the following circumstances:
(1) The company's business license is revoked according to law;
(2) The company is declared bankrupt according to law.
(3) Party A, Party B and Party C unanimously agree to terminate this Agreement.
2. After the termination of this Agreement:
(1) Party A, Party B and Party C * * * jointly carry out liquidation, and a neutral party can be hired to participate in liquidation when necessary;
(2) If there is any surplus after liquidation, after the company has paid off all debts, each party shall distribute the remaining property in proportion to the subscribed capital contribution;
(3) If there is any loss after liquidation, it shall be shared by all parties in proportion to their subscribed capital contribution.
Seven. responsibility for breach of contract
1. If any party violates the capital injection agreement and fails to pay the capital contribution in full and on time, thus causing losses to the company, it shall bear all the compensation liabilities to the company and pay the observant party a penalty of RMB 65,438,000.
2. In addition to the above-mentioned breach of capital contribution, if any party violates this Agreement and causes losses to the company's interests, it shall bear all compensation responsibilities to the company and compensate the observant party for all losses.
Eight. others
1. This agreement shall come into force as of the date of signature by both parties. For matters not covered, both parties shall sign a supplementary agreement separately, which shall have the same legal effect as this agreement.
2. If this agreement involves the internal rights and obligations of Party A, Party B and Party C, if it is inconsistent with the Articles of Association, this agreement shall prevail.
3. In case of any dispute arising from this agreement, the three parties shall try their best to solve it through negotiation; If negotiation fails, a lawsuit may be brought to the people's court with jurisdiction in the place where the company is registered.
4. This agreement is made in triplicate, with Party A, Party B and Party C holding one copy respectively, all of which have the same legal effect.
Party A: _ _ _ _ _ _ _ Party B: _ _ _ _ _ _ _ Party C: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Date: _ _ _ _ _ _ Date: _ _ _ _ _ Date: _