Chapter I General Provisions
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Chapter II Shareholders
Article 1 The parties to this contract are:
Party A: _ _ _ _ _ _ _, ID card: _ _ _ _ _, and address: _ _ _ _ _ _.
Party B: _ _ _ _ _ _ _, ID card: _ _ _ _ _, and address: _ _ _ _ _.
Party C: _ _ _ _ _ _ _ _ _ _, ID card: _ _ _ _ _ _, and address: _ _ _ _ _ _ _ _.
Risk warning:
There are many ways of cooperation, such as setting up a company, developing software, buying and selling products, etc. Different cooperation methods involve different project contents, and the corresponding terms of the agreement may be quite different.
The terms of this agreement are based on specific projects and are for reference only. In practice, it is necessary to modify or redraft the terms according to the actual cooperation mode, project content, rights and obligations of both parties, etc.
Chapter III Name and Nature of the Company
Article 2 The name of the company is:
Article 3 The domicile of the company is:
Article 4 The legal representative of the company is:
Article 5 A company is a limited liability company established in accordance with the Company Law and other relevant regulations. Party A, Party B and Party C shall be liable for the creditor's rights and debts of the joint venture company to the extent of their respective capital contributions. Each party shall share profits, risks and losses in proportion to its capital contribution.
Chapter IV Total Investment and Registered Capital
Article 6 The registered capital of the company is RMB.
Article 7 The amount and mode of contribution of each party are as follows: Party A: _ _ _ _ _ _ _ _ _; Party B: _ _ _ _ _ _ _ _; Party C: _ _ _ _ _ _.
Chapter V Purpose and Scope of Camp
Article 8 The business purpose of the Company is:
Article 9 The business scope of the company is:
Chapter VI Shareholders and Shareholders' General Meeting
Risk warning:
The rights and obligations of all parties to the cooperation should be clearly agreed to avoid wrangling in the actual operation of the project.
Once again, warm reminder: due to the inconsistency between the cooperation mode and the project content, the rights and obligations of all parties are also inconsistent, which should be formulated according to the actual situation.
Section 1 Shareholders
Article 10 Each party shall become a shareholder of the joint venture company after making capital contributions in accordance with Article 6 of this contract. Shareholders of the company enjoy rights and assume obligations according to their shares.
Article 11 Shareholders of the Company shall enjoy the following rights:
(1) Obtaining dividends and other forms of profit distribution according to the shares held;
(two) to participate in or elect representatives to participate in the shareholders' meeting and the board of directors and enjoy the right to vote;
(3) Exercising voting rights according to the shares it holds;
(four) to supervise the company's business activities and put forward suggestions or questions;
(5) Transferring its shares in accordance with laws, administrative regulations and company contracts;
(six) to obtain relevant information in accordance with the provisions of laws and company contracts;
(7) To participate in the distribution of the company's remaining property according to the share when the company is terminated or liquidated;
(8) Other rights granted by laws, administrative regulations and company contracts.
Article 12 Shareholders of the Company shall undertake the following obligations:
(1) Abide by the company contract;
(2) Paying capital stock according to the subscribed shares and the mode of capital contribution;
(3) Not to withdraw shares except under the circumstances stipulated by laws and regulations;
(4) Other obligations stipulated by laws, administrative regulations and the company contract.
Article 13 Shareholders may transfer all or part of their capital contributions to each other. When a shareholder transfers his capital contribution to a person other than a shareholder, it must be agreed by more than half of all shareholders. Shareholders who do not agree to the transfer shall purchase the transferred capital contribution. If you don't buy the transferred capital contribution, it is deemed that you agree to the transfer. Where the capital contribution is transferred with the consent of shareholders, other shareholders have the preemptive right to the capital contribution under the same conditions.
Article 14 When exercising their voting rights, shareholders of the company shall not make decisions that harm the legitimate rights and interests of the company and other shareholders.
Section 2 General Meeting of Shareholders
Article 15 The shareholders' meeting is composed of all shareholders and is the highest authority of the company.
Article 16 The shareholders' meeting shall exercise the following functions and powers:
(1) To decide on the company's business policy and investment plan;
(2) Electing and replacing directors and deciding on the remuneration of directors;
(3) Electing and replacing the supervisors appointed by the shareholders' representatives, and deciding on the remuneration of the supervisors;
(4) Examining and approving the reports of the board of directors or executive directors;
(5) Examining and approving the reports of the board of supervisors or supervisors;
(VI) To examine and approve the annual financial budget plan and final accounts plan of the company;
(VII) To examine and approve the company's profit distribution plan and loss recovery plan;
(VIII) To make resolutions on the increase or decrease of the registered capital of the company;
(9) To make resolutions on the issuance of corporate bonds.
(10) To make resolutions on the transfer of capital contribution by shareholders to persons other than shareholders;
(eleven) to make resolutions on the merger, division, change of form, dissolution and liquidation of the company;
(12) Amending the company contract;
(thirteen) other important matters.
Article 17 The resolution of the shareholders' meeting must be adopted by shareholders representing more than half of the voting rights. However, resolutions on the increase or decrease of registered capital, division, merger, dissolution or change of corporate form, and modification of the company's contract must be passed by shareholders representing more than two thirds of the voting rights.
Article 18 At the shareholders' meeting, the shareholders shall exercise their voting rights in proportion to their capital contribution.
Article 19 The shareholders' meeting shall be held once a year. Shareholders representing more than one quarter of voting rights, more than one third of directors or supervisors may propose to convene an interim meeting. The shareholders' meeting shall be convened by the board of directors and presided over by the chairman. When the chairman is unable to perform his duties due to special reasons, he shall appoint other directors to preside over it.
Article 20 When convening a shareholders' meeting, all shareholders shall be notified ten days before the meeting.
The shareholders' meeting shall make minutes of the decisions on the matters discussed, and the shareholders present at the meeting shall sign the minutes.
Chapter VII Directors and Board of Directors
Section 1 Directors
Article 21 The directors of the company are natural persons.
Article 22 The personnel specified in Articles 57 and 58 of the Company Law shall not serve as directors of the company.
Article 23 The directors shall be elected or replaced by the general meeting of shareholders, and the term of office shall be three years. Upon expiration of the term of office, a director may be re-elected. Before the expiration of a director's term of office, the shareholders' meeting shall not dismiss him without reason.
Article 24 Directors shall abide by laws and regulations and company contracts, faithfully perform their duties and safeguard the interests of the company. Directors shall undertake the following obligations:
(a) to exercise rights within the scope of duties, and shall not exceed their functions and powers;
(2) Except as stipulated in the company contract or approved by the board of directors, no contract or transaction may be concluded with the company;
(3) Do not directly or indirectly participate in business activities that are the same or similar to the company's business nature, or engage in activities that harm the company's interests;
(4) Not to take bribes or obtain other illegal income by taking advantage of their authority, and not to encroach on the company's property;
(5) Not misappropriating company funds or lending company funds to other institutions without authorization;
(six) without the approval of the shareholders' meeting, the commission related to the company's transactions shall not be accepted;
(7) The company's assets shall not be deposited in an account in its own name or in the name of other individuals.
(8) The company's assets shall not be used to guarantee the debts of the company's shareholders or other individuals;
(9) Without the consent of the shareholders' meeting, the company secrets shall not be disclosed.
Article 25 Without the provisions of the company contract or the legal authorization of the board of directors, no director may act on behalf of the company or the board of directors in his own name.
Article 26 If a director fails to attend the board meeting in person for two consecutive times or fails to entrust other directors to attend the board meeting, it shall be deemed that he can't perform his duties, and the board of directors shall recommend the general meeting of shareholders to replace him.
Article 27 A director may resign before the expiration of his term of office. A director who resigns shall submit a written resignation report to the board of directors.
Article 28 If the number of directors in the company is lower than the legal minimum due to the resignation of a director, the resignation report of the director will take effect after the next director fills the vacancy caused by his resignation.
The remaining board of directors shall convene an extraordinary general meeting of shareholders as soon as possible to elect directors to fill the vacancy caused by the resignation of directors. Before the general meeting of shareholders makes a resolution on the election of directors, the power to resign directors and remain on the board of directors should be reasonably restricted.
Article 29 If a director resigns or his term of office expires, his obligations to the company and shareholders will not be automatically released within a reasonable period after his resignation report has not yet taken effect or his term of office expires, and his obligation to keep confidential the company's business secrets will remain valid after the term of office expires until the secrets become public information. The term of other obligations shall be determined according to the principle of fairness, depending on the length of time between the event and the resignation, and the circumstances and conditions of termination of the relationship with the company.
Risk warning:
Obligations of confidentiality and non-competition should be agreed, especially for the technology and customer resources involved in the project, so as to avoid one party profiting from it outside the project or engaging in other activities that damage the rights and interests of the project.
Article 30 A director whose term of office has not expired shall be liable for the losses caused to the company by his resignation without authorization.
Article 31 A company shall not pay taxes for its directors in any form.
Article 32 The provisions on directors' obligations in this section shall apply to the company's supervisors, general managers and other senior managers.
Section 2 Board of Directors
Article 33 The company shall have a board of directors, which shall be responsible to the shareholders. The board of directors consists of seven directors.
Article 34 The board of directors shall be responsible to the shareholders' meeting and exercise the following functions and powers:
(1) Convene the shareholders' meeting and report the work to the shareholders' meeting;
(2) Implementing the resolutions of the shareholders' meeting.
(3) To decide on the company's business plan and investment plan;
(4) To formulate the company's annual financial budget and final accounts;
(five) to formulate the company's profit distribution plan and loss compensation plan;
(6) To formulate plans for increasing or decreasing the registered capital of the company;
(7) To draft plans for merger, division, change of corporate form and dissolution of the company;
(VIII) Deciding on the establishment of the company's internal management organization;
(9) To appoint or dismiss the general manager of the company, to appoint or dismiss the deputy general manager and the financial officer of the company according to the nomination of the general manager, and to decide on their remuneration;
(X) To formulate the basic management system of the company;
(eleven) to formulate and modify the company's contract plan;
(12) Other powers granted by the shareholders' meeting.
Article 35 The Board of Directors employs technical experts with experience in high-tech fields and other management experts to form an expert committee to assist the Board of Directors in making decisions on investment projects submitted by the management. The board of directors of a company may decide to invest with funds not exceeding 80% of the company's total assets, but it shall strictly abide by the provisions of laws and regulations.
Article 36 The board of directors shall have a chairman, who shall be elected or removed by more than half of all directors.
Article 37 The chairman of the board shall exercise the following functions and powers:
(1) Convening and presiding over meetings of the board of directors;
(2) To supervise and inspect the implementation of the resolutions of the board of directors;
(3) Signing important documents of the board of directors and other documents signed by the legal representative of the company;
(four) to exercise the functions and powers of the legal representative;
(five) in the event of an emergency caused by force majeure such as catastrophic natural disasters, exercise the right to deal with the company's affairs in a special way according to the law and the interests of the company, and report to the company's board of directors afterwards;
(6) Other powers granted by the board of directors.
Article 38 When the chairman is unable to exercise his functions and powers, he shall appoint other directors to act on his behalf.
Article 39 The board of directors shall hold meetings at least twice a year, which shall be convened by the chairman, and all directors shall be notified in writing ten days before the meeting.
Article 40 Under any of the following circumstances, the chairman of the board of directors shall convene an interim meeting of the board of directors within 7 working days:
(1) When the chairman considers it necessary;
(2) When more than one third of the directors jointly propose;
(3) When proposed by the board of supervisors or supervisors;
(4) When the general manager proposes.
Article 41 When the board of directors convenes an interim board meeting, it shall notify all directors in writing three days before the meeting.
When the chairman is unable to perform his duties due to the circumstances specified in items (2), (3) and (4) of Article 43 of this chapter, he shall appoint a director to convene an interim meeting of the board of directors on his behalf; If the chairman fails to perform his duties without any reason, and no specific person is appointed to perform his duties on his behalf, more than half of the directors may nominate one director to be responsible for convening the meeting.
Article 42 The notice of the board meeting shall include the following contents:
(a) Date and place of the meeting;
(2) duration;
(3) Causes and problems;
(4) Date of notification.
Article 43 The meeting of the board of directors shall be held only when more than half of the directors are present. The resolutions of the board of directors shall be voted by secret ballot, and each director shall have one vote. The directors shall choose one of the affirmative, negative or abstention votes to vote by show of hands. Resolutions made by the board of directors shall take effect only with the consent of more than half of all directors.
Article 44 An interim meeting of the board of directors may be convened in writing or by fax, and a resolution shall be made and signed by the directors present at the meeting.
Article 45 The board meeting shall be attended by the directors themselves. If a director is unable to attend for some reason, he may entrust other directors to attend in writing.
The power of attorney shall specify the agent's name, agency matters, authority and validity period, and shall be signed or sealed by the principal.
Directors attending the meeting on their behalf shall exercise their rights within the scope of authorization. If a director fails to attend a meeting of the board of directors or entrusts a representative to attend, he shall be deemed to have waived his voting right at the meeting.
Article 46 Minutes shall be made at the meeting of the board of directors, and the directors and recorder present at the meeting shall sign the minutes. Directors present at the meeting have the right to request explanatory records of their speeches at the meeting. Minutes of board meetings shall be kept as company files for 50 years.
Article 47 The minutes of the board meeting include the following contents:
(a) The date and place of the meeting and the name of the convener;
(2) Names of directors attending the board meeting and names of directors (agents) who entrust others to attend the board meeting;
(3) the agenda of the meeting;
(4) The main points of the directors' speeches;
(5) The voting method and result of each resolution (the voting result shall specify the number of votes for, against or abstaining from voting and the names of voting directors).
Article 48 The directors shall sign the resolutions of the board of directors and be responsible for the resolutions of the board of directors. If the resolution of the board of directors violates laws, regulations or company contracts, causing losses to the company, the directors who participated in the resolution shall be liable for compensation to the company. However, the directors who express their objections during the voting as evidenced by the minutes of the meeting may be exempted from liability.
Chapter VIII General Manager
Article 49 The company shall have a general manager who shall be appointed or dismissed by the board of directors. Directors may be appointed as the general manager, deputy general manager or other senior management personnel, but the number of directors serving as the general manager, deputy general manager or other senior management personnel shall not exceed half of the total number of directors of the company.
Article 50 The personnel specified in Articles 57 and 58 of the Company Law shall not be the general manager of the company.
Article 51 The term of office of the general manager is three years, and he may be re-elected.
Article 52 The general manager shall be responsible to the board of directors and exercise the following powers:
(1) Take charge of the operation and management of the company and report to the board of directors;
(2) Organizing the implementation of the resolutions of the board of directors, the company's annual plans and investment plans;
(3) To formulate plans for the establishment of the company's internal management organization;
(4) To formulate the basic management system of the company;
(5) To formulate specific rules of the company;
(6) To ask the board of directors to appoint or dismiss the company's deputy general manager and financial officer;
(seven) to appoint or dismiss the responsible management personnel other than those who should be appointed or dismissed by the board of directors;
(VIII) To draft the salaries, benefits, rewards and punishments of the company's employees and decide on the employment and dismissal of the company's employees;
(9) Proposing to convene an interim meeting of the board of directors;
(10) The company contract or other powers granted by the board of directors.
Article 53 The general manager attends board meetings as nonvoting delegates, and non-executive directors have no voting rights.
Article 54 The general manager shall, according to the requirements of the board of directors or the board of supervisors, report to the board of directors or the board of supervisors the signing and implementation of major contracts of the company, as well as the use of funds, profits and losses. The general manager must guarantee the authenticity of the report.
The general manager has the right to decide on individual foreign investment projects that do not exceed 20% (including 20%) of the company's net assets, and decide on individual loans and guarantees that do not exceed 20% (including 20%) of the company's net assets. Under the premise of controllable risks, the general manager has the right to decide a single short-term investment that does not exceed 50% (including 50%) of the company's total assets, but it must be carried out in accordance with the decision-making procedures formulated by the company.
Article 55 The general manager shall abide by the provisions of laws, administrative regulations and company contracts, and perform the obligations of good faith and diligence.
Article 56 The general manager may resign before the expiration of his term of office. The specific procedures and measures for the resignation of the general manager shall be stipulated in the employment contract signed by the general manager and the company.
Chapter IX Supervisors
Article 57 The Company shall set up a board of supervisors. The composition of the board of supervisors and the formation of its members shall be decided separately by the shareholders' meeting.
Article 58 The personnel specified in Articles 57 and 58 of the Company Law shall not serve as supervisors of the company. Directors, general managers and other senior management personnel shall not concurrently serve as supervisors.
Article 59 The term of office of a supervisor is three years, and the supervisor may be re-elected if re-elected.
Article 60 If a supervisor fails to attend the board meeting in person for two consecutive times, it shall be deemed that he cannot perform his duties, and the shareholders' meeting shall replace the supervisor.
Article 61 A supervisor may resign before the expiration of his term of office, and the provisions on resignation of directors in Chapter IV of this Contract shall apply to the supervisor.
Article 62 A supervisor shall abide by the provisions of laws, administrative regulations and company contracts, and perform the obligations of honesty and diligence.
Article 63 A supervisor shall exercise the following functions and powers:
(a) to check the company's finances;
(2) To supervise the acts of directors, general managers and other senior managers who violate laws, regulations or contracts when performing their duties.
(3) When the acts of directors, general managers and other senior managers harm the interests of the company, require them to correct them and report to the shareholders' meeting or the relevant competent authorities of the state when necessary;
(4) Proposing to convene an interim board of directors;
(5) Attend board meetings as nonvoting delegates;
(6) Other powers agreed in the company contract or granted by the shareholders' meeting.
Article 64 When exercising their functions and powers, supervisors may engage professional organizations such as law firms and accounting firms for assistance when necessary, and the expenses shall be borne by the company.
Chapter X Financial Accounting System, Profit Distribution and Audit
Article 65 A company shall formulate its financial and accounting systems in accordance with laws, administrative regulations and provisions of relevant state departments.
Chapter II Dissolution and Liquidation of XI
Article 66 A company shall be dissolved and liquidated in accordance with the law under any of the following circumstances:
(1) The shareholders' meeting resolves to dissolve.
(2) Dissolution due to merger or division.
(three) unable to pay off the debts due, declared bankrupt according to law;
(four) in violation of laws and regulations, it is ordered to close down according to law;
(5) Other reasons that cause the company to be unable to continue its business.
Article 67 If the company is dissolved due to the circumstances in Item (1) of the preceding article, a liquidation group shall be established within 15 days. The personnel of the liquidation group shall be determined by the resolution of the shareholders' meeting.
Where the company is dissolved due to the circumstances in Item (2) of the preceding article, the parties to the merger or division shall carry out liquidation according to the contract signed at the time of merger or division.
If the company is dissolved due to the circumstances in Item (3) of the preceding article, the people's court shall, in accordance with the provisions of relevant laws, organize shareholders, relevant organs and professionals to set up a liquidation group to carry out liquidation.
Where the company is dissolved due to the circumstances in Item (4) of the preceding article, the relevant competent authorities shall organize shareholders, relevant authorities and professionals to set up a liquidation group to carry out liquidation.
Article 68 After the establishment of the liquidation group, the functions and powers of the board of directors and the general manager shall be terminated immediately. During the liquidation period, the company shall not carry out new business activities.
Article 69 The liquidation group shall exercise the following functions and powers during the liquidation period:
(1) Notify or announce creditors.
(2) To clean up the company's property and prepare the balance sheet and property list;
(3) Handling the unfinished business of the company;
(four) to pay the taxes owed;
(5) Clearing up creditor's rights and debts;
(6) Disposing of the company's remaining property after paying off debts;
(seven) to participate in civil litigation activities on behalf of the company.
Article 70 The liquidation group shall notify creditors within 10 days from the date of its establishment and make an announcement three times in at least one newspaper within 60 days.
Article 71 Creditors shall declare their claims to the liquidation group within the time limit stipulated in the contract. When a creditor declares its creditor's rights, it shall explain the relevant matters of the creditor's rights and provide supporting materials. The liquidation group shall register the creditor's rights.
Article 72 After clearing up the company's assets, preparing the balance sheet and list of assets, the liquidation group shall formulate the liquidation plan and report it to the shareholders' meeting or the relevant competent authority for confirmation.
Article 73 The company's property shall be paid off in the following order:
(1) Paying liquidation expenses;
(2) Pay the wages and labor insurance expenses of the company's employees;
(3) Paying the taxes owed;
(4) Paying off the debts of the company;
(5) Distribution according to the shareholding ratio of shareholders.
The company's property shall not be distributed to shareholders before it is paid off according to the provisions in Items (1) to (4) of the preceding paragraph.
Article 74 After clearing the company's assets, compiling the balance sheet and list of assets, if the liquidation group considers that the company's assets are insufficient to pay off debts, it shall apply to the people's court for declaring bankruptcy.
Article 75 After the liquidation, the liquidation group shall prepare a liquidation report, a statement of financial income and expenditure and accounting books during the liquidation period, and submit them to the shareholders' meeting or the relevant competent authorities for confirmation.
Article 76 The liquidation group shall, within 30 days from the date when the shareholders' meeting or the relevant competent authority confirms the liquidation report, cancel the company registration with the company registration authority according to law and announce the termination of the company.
Article 77 The personnel of the liquidation team shall be loyal to their duties, perform liquidation obligations in accordance with the law, and shall not take bribes or other illegal income by taking advantage of their powers, or encroach on the company's property.
Personnel of the liquidation group who cause losses to the company or creditors due to intentional or gross negligence shall be liable for compensation.
Chapter XII Modification of the Contract
Article 78 Any modification of this contract shall be made and signed by all parties in writing.
Chapter XIII Supplementary Provisions
Article 79 The above, within and below mentioned in this contract include this number; Dissatisfaction, this number is not included outside.
This contract is signed in the form of _ _ _ _ _ _ _ _ _ _
Party A (signature):
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Signing place:
Party B (signature):
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Signing place:
Party C (signature):
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Signing place: