Joint-stock company agreement 1 party a: Henan XX co., ltd.
Party B: Zhengzhou XX Co., Ltd.
Whereas:
On XX day, XX year, with the consent of Party A, Party B obtained the land use right of XX parcel from Zheng Zhengdong at the price of XX yuan and invested in Party A for a period of XX years. During the period from XX to XX, due to the new policy issued by Zhengdong New District Management Committee, the land use right holder is not allowed to transfer the land use right. In the form of meeting minutes, Party B is restricted from transferring the land use right and changing the land use. Therefore, the parcel of Zheng Zhengdong XX acquired by Party B has not been transferred to Party A's name. On XX, XX, XX, the shareholders' meeting of Party A decided to withdraw and cancel the shares issued to Party B, so as to reduce the amount of registered capital of XX that is not in place.
Now, Party A and Party B have reached the following agreement on Party B's share withdrawal through consultation in accordance with the Company Law of People's Republic of China (PRC) and the Contract Law of People's Republic of China (PRC):
1. Party B voluntarily withdraws from all the contributions made by Party A. ..
2. Party B withdraws from the stock due to government policies, and neither party has breached the contract, and neither party will bear any liability for breach of contract.
Three. During the period of Party B's shareholding in Party A, both parties did not generate any income distribution matters, nor did they cause any losses to the other party. Therefore, both parties promise that there is no interest dispute between them.
Four. This agreement is made in quadruplicate, with each party holding two copies.
Verb (abbreviation of verb) This agreement shall come into effect after being signed by both parties.
Matters not covered by intransitive verbs should be settled through consultation.
Party A: Henan XX Co., Ltd. Party B: Zhengzhou XX Co., Ltd.
Legal representative:
Year, month, sun, moon, sun.
Article 2 of the Joint-stock Company Agreement Party A (applicable to institutional subscribers):
Company name:
Registered address:
Legal representative:
Party A (applicable to natural person subscribers):
Name:
ID number:
Party B: Hunan Fuji Elevator Co., Ltd.
Legal Representative: Chen Meiliang.
Whereas:
1. Party A is a natural person or company legal person who enjoys civil rights and capacity for civil conduct and bears civil liabilities according to law.
2. Party B is a joint stock limited company established by thirteen shareholders including Chen Meiliang, Li Xianglong and Liu Jiusheng. On February 6th, 20xx, the founding meeting and the first extraordinary shareholders' meeting passed a resolution on the company's private placement, capital increase and share expansion, and shareholders are now being recruited to increase capital and share expansion.
3. Party A has carefully read the prospectus of Party B's private placement, fully agrees with the resolutions of the shareholders' meeting and the new articles of association adopted by Party B, and is willing to participate in the capital increase and share expansion activities of Party B. ..
Accordingly, in order to give full play to the resource advantages of both parties, promote the rapid development of Party B and seek the maximum return for shareholders, Party A and Party B have reached the following agreement on the participation of Party A in subscribing for the capital increase and share expansion of Party B through friendly negotiation:
Article 1 Purpose of subscription and investment
Party A and Party B agree to establish an all-round and long-term strategic partnership on the basis of giving full play to their respective superior resources, so as to ensure that both parties share interests and develop together in the long-term strategic cooperation.
Article 2 Subscription conditions for capital increase and share expansion
1. Amount of capital increase and share expansion: Party B plans to increase capital and share this time150,000 shares. After the capital increase and share expansion, the company's total share capital reached 45 million shares.
2. Subscription price: The subscription price of this capital increase and share expansion is 65,438+0.5 yuan RMB per share.
3. Subscription method: All capital increase and share expansion shall be subscribed in RMB cash, and the subscription funds must be deposited into the account designated by Party B before February 25th16th, 20xx. In case of special circumstances, if the subscription time needs to be postponed, Party B will inform you separately. If the subscription fee is not paid within the time limit, this agreement will be terminated.
4. Subscription time: February 24th, 20xx-February 25th, 20xx. In case of special circumstances, the subscription time will be postponed and the deadline will be notified separately.
Article 3 Party A and Party B agree that Party A shall subscribe for ten thousand shares from Party B in cash, totaling RMB (in words) ten thousand yuan.
Article 4 Party A and Party B agree that all funds used by Party A to subscribe for shares shall be deposited into the bank account designated by Party B before February 25th16th, 20xx. The bank account information designated by Party B is:
Account name:
Bank of deposit:
Account number:
Article 5 Party A and Party B agree to issue a subscription fund receipt to Party A the day after Party B receives the subscription fund deposited by Party A. ..
Article 6 Both parties promise that
I. Party A promises that:
1. The funds used by Party A to subscribe for Party B's shares are legitimate and conform to the Articles of Association of Party B and relevant laws and regulations of China.
2. Abide by Party B's subscription conditions for capital increase and share expansion, and actively cooperate with Party B to complete this capital increase and share expansion activity.
Two. Party B promises that:
1. Party A guarantees that Party A's funds will not be used before the shareholder qualification examination of Party A is completed.
2. After all the funds for this share subscription are in place, complete the relevant legal procedures and handle the change of industrial and commercial registration.
Article 7 Liability for breach of contract
1. If Party A suspends the performance of this contract or causes heavy losses to Party A due to Party B's reasons, Party B shall bear all the losses and pay compensation to Party A according to 5% of the total subscribed shares.
2. If Party B suspends the performance of this contract or causes heavy losses to Party B due to Party A's reasons, Party A shall bear the losses in full and pay compensation to Party B according to 5% of the total subscribed shares.
Article 8 The losses caused by the suspension or non-execution of cooperative projects due to force majeure such as war, earthquake and natural disasters shall be borne by both parties.
Article 9 Matters not covered in this Agreement shall be determined by both parties through consultation or a supplementary agreement shall be signed.
Article 10 This Agreement is made in quadruplicate, with Party A and Party B holding two copies respectively.
Party A: Party B: Hunan Fuji Elevator Co., Ltd.
(For institutional users)
Official seal of the company:
Signature of legal representative:
(Applicable to natural person subscription)
Signature: Legal Representative: Chen Meiliang.
Year, month, sun, moon, sun.
Joint-stock company agreement Part III Party A: ID number:
Party B: ID number:
Party C: ID number:
Party D: ID number:
Party E: ID number:
Party A: ID number:
At present, Party A, Party B, Party C, Party D, Party E and Party B have jointly signed this Agreement on the basis of equal consultation and mutually beneficial cooperation.
I. Amount of contribution:
_ _ _ _ _ Mode of contribution of Party A _ _ _ _ _ Date of contribution _ _ _ _ _
_ _ _ _ _ Mode of contribution of Party B _ _ _ _ _ Date of contribution _ _ _ _ _
Mode and time of contribution of Party C
Mode and date of contribution of Party D _ _ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Second, the equity share and dividend distribution:
The six parties agree that Party A holds% of the shares of the joint-stock company; Party B holds% of the shares of the joint-stock company; Party C holds% of the shares of the joint-stock company; Party D holds% of the shares of the joint-stock company; Party E holds% of the shares of the joint-stock company; Party B owns% of the shares of the joint-stock company; The six parties enjoy the dividend distribution of the company according to the proportion of the equity of the above-mentioned joint-stock company, and the amount and proportion of the equity actually invested by the six parties are not used as the basis for dividend distribution. After the joint-stock company generates profits, Party A, Party B and Party D can draw their respective profits, of which Party A can get _ _%, Party B can get _ _%, Party C can get _ _%, Party D can get _ _% (calculated as 20% of the company's profits), and the rest can be kept by the company as capital. If dividends are invested in the company as working capital, in order to increase the source of funds and expand market share, it must be agreed by the four parties and carried out by the four parties at the same time.
Three. Matters agreed during the cooperation period
1. Cooperation period:
The term of a partnership enterprise is _ _ _ _ _ _ _ _ _ _ years. If the company operates normally and the six parties have no intention to leave, the contract term will be automatically extended.
2. Joining, Withdrawing and Transfer of Capital Contribution
A recognition: ① This contract needs recognition; (2) with the consent of the four parties; (3) to implement the rights and obligations stipulated in the contract. B. Exit: ① The normal operation of the company is not allowed to exit; If you insist on quitting the partnership, the settlement shall be made according to the property status at the time of quitting the partnership, and the capital contribution shall be settled in cash in any way; Quit according to 60% of the shares invested by the quitter. Without the consent of the four parties, one party is unwilling to continue the partnership, and the other party is kicked out. When the kicked out party is forced to quit, it will compensate 60% of the company's current property status. (5) If the withdrawal of the partnership without the consent of the contractor causes losses to the partnership, it shall be compensated.
3. Transfer of capital contribution: Partners are allowed to transfer their own capital contribution. At the time of transfer, the partners have the priority to be assigned. If a third party other than the partner is transferred, the third party will be regarded as joining, otherwise the transferor will be regarded as quitting.
4. Termination of the agreement and matters after termination.
The partnership is terminated for one of the following reasons: ① the partnership term expires; ② All partners agree to terminate the partnership; (3) The partnership enterprise has been established or cannot be established; (4) The partnership enterprise is revoked in violation of laws. The court decided to dissolve according to the request of the parties.
Matters after the termination of the partnership: ① Nominate liquidators immediately and invite _ _ _ _ _ _ _ _ _ intermediaries (or notaries) to participate in liquidation; (2) If there is surplus after liquidation, it shall be carried out in the order of collecting creditor's rights, paying off debts, returning capital contribution and distributing surplus property in proportion. Fixed assets and inseparable items can be sold to partners or third parties at a fixed price, and the price participates in the distribution; (3) In case of losses after liquidation, no matter how much the partners have contributed, the partnership property shall be used to pay off first, and the part of the partnership property that is insufficient to pay off shall be borne by the partners in proportion to their contributions.
5. In case of disputes between people, they should be settled through consultation on the principle of being conducive to the development of the partnership. If negotiation fails, you can go to court.
Fourth, the division of labor
The following major issues and events involving the interests of all shareholders of the company can only be implemented after the shareholders agree to study:
1, and the single payment exceeds RMB _ _ _ _ _ _ _ _;
3. Major promotion activities;
4. Other important matters stipulated in the Articles of Association.
5. If the company needs to increase its capital in the future, it will be jointly funded by Party A, Party B, Party D and Party B, each accounting for 25% of the total investment.
Nine. Matters not covered in this agreement shall be settled by the four parties through consultation. This agreement is made in quintuplicate, one for each party and one for the witness 1 for the record. It will come into effect after being signed by the four parties and confirmed by the official seal of the company.
Party A (signature):
Party C (signature):
date month year
Company seal confirmation:
Signature of the person in charge of the company:
Party B (signature):
Party D (signature): year month day.
Article 4 Agreement of the transferor (Party A) of a joint-stock company:
Transferee (Party B):
For the sake of credit, through friendly negotiation, Party A and Party B have reached the following agreement on the transfer of the equity of the limited liability company held by Party A to Party B:
1. The transferee agrees to accept% equity transferred by the transferor (Party A) to the transferee (Party B) Co., Ltd.
2. Before the signing of this agreement, Party A shall handle or provide the documents required for this equity transfer, such as the resolution of the shareholders of the original company agreeing to this equity transfer.
3. equity transfer price, payment method and payment term:
4. After this agreement comes into effect, Party B can obtain the shareholder status after paying the consideration for equity transfer according to this agreement.
5. After Party B pays the consideration for equity transfer in accordance with this agreement, it shall immediately go through the relevant registration procedures for changes in the company's shareholders, equity and articles of association according to law, and Party A shall actively assist or cooperate, and the expenses required for the change registration shall be borne by Party B. ..
6. After the transferee accepts the above-mentioned equity, the new shareholders' meeting will revise and improve the articles of association, agreements and other relevant documents concluded when the original company was established, and go through the formalities of change registration.
7. The creditor's rights and debts of the company before and after the equity transfer shall be borne by the company according to law. If the retrospective shareholders are liable for compensation or joint liability according to law, the new shareholders shall bear corresponding responsibilities. The personal creditor's rights and debts of the transferor are still enjoyed or borne by it.
8. After the equity transfer, the transferee shall enjoy the shareholders' rights and interests and assume the shareholders' obligations according to the proportion of its equity in the company; The transferor's shareholder status and shareholders' rights and interests are lost.
9. Liability for breach of contract:
10. Modification or dissolution of this Agreement:
1 1. Dispute settlement agreement:
12. The original of this agreement is in quadruplicate, one for each party, and one for the company to file and report to the industrial and commercial authorities for preparation.
File a case.
13. This agreement shall come into force as of the date of signature by both parties. Transferor:
Assignee:
date month year