Nominal investor (proxy holder): (hereinafter referred to as Party B)
Party A intends to establish a company (pre-approved name, hereinafter referred to as the company) with the contribution of a third party. Party A is the actual investor and shareholder of the company and enjoys all the rights and obligations of the shareholders of the company; Party B is the nominal investor of Party A's shares in the company. Party B can only exercise all rights and obligations of investors and shareholders of Party A in its own name according to Party A's decision. Now, the following agreement is reached on matters related to Party B's performance of investor's duties on behalf of Party A and its holding of Party A's shares for common compliance.
Legal basis: Provisions of the Supreme People's Court on Several Issues Concerning the Application of the Company Law of People's Republic of China (PRC) (III) Article 24 The actual investor of a limited liability company enters into a contract with a nominal investor, stipulating that the actual investor will contribute and enjoy the investment rights and interests, and the nominal investor will be a nominal shareholder. If there is a dispute between the actual investor and the nominal shareholder on the validity of the contract, there is no situation stipulated in Article 52 of the Contract Law, and the people's court shall consider the contract valid. The people's court shall support the dispute between the actual investor and the nominal shareholder on the ownership of the capital contribution rights as stipulated in the preceding paragraph, and if the actual investor claims the rights from the nominal shareholder on the grounds of actually fulfilling the capital contribution obligations. If a nominal shareholder denies the rights of the actual investor on the grounds that the register of shareholders of the company has been recorded and registered by the company registration authority, the people's court will not support it. Without the consent of more than half of the other shareholders of the company, if the actual investor requests the company to change its shareholders, issue a capital contribution certificate, record it in the register of shareholders, record it in the articles of association and register it with the company registration authority, the people's court will not support it.