Model cooperation agreement for anonymous shareholders?
The actual investor of this agreement (hereinafter referred to as Party A): ×××, ID number: nominal investor (hereinafter referred to as Party B) :×××, ID number: After friendly negotiation, Party A and Party B have reached the following agreement on the establishment of ××× company (hereinafter referred to as the target company) by Party A in the name of Party B, and both parties shall abide by it: (1) Basic information of the target company/kloc. The target company is a limited liability company applied by the investor to Xiangtan Administration for Industry and Commerce. The registered capital is RMB yuan, and the shareholders recorded in the company's information are: 2. The target company contributed RMB yuan in the name of Party B, accounting for% of the company's shares, but the actual investor was Party A, who, as the actual investor, actually contributed RMB 1 10,000 yuan to XX Company. 3. The newly established target company is voluntarily entrusted by Party B.. (2) Form of shareholders and source of capital contribution 1. Party A and Party B unanimously confirm that Party A, as the actual investor of ×× Company, has the right to invest in ×× Company, and is the anonymous investor, actual investor and actual controller of ×× Company, and shall bear limited liability for investment risks arising from external operation of ×× Company to the extent of its capital contribution. 2. Party A and Party B unanimously confirm that Party B accepts the entrustment of Party A and becomes a nominal investor and shareholder of XX Company in his own name, and is an outstanding investor and nominal shareholder of XX Company. Party B shall not bear the business investment risk of XX Company, and shall not enjoy any distribution right, control right and ownership of the profit distribution of XX Company. 3. Party A and Party B unanimously confirm that Party B's contribution to ××% shares in ×× Company comes from Party A. Party B has not actually invested any equivalent capital in ×× Company in cash or in kind. (III) Management and decision-making of specific business affairs of the company 1. As a dormant investor, actual investor and actual controller of XX Company, Party A enjoys the right of management, control and final decision on all business affairs of the Company in accordance with the provisions of the Company Law and the provisions on shareholders' rights in the Articles of Association. Party A is specifically responsible for the business affairs of XX Company, actually exercising shareholders' rights and taking charge of various seals of the Company. 2. As the main investor and nominal shareholder of XX Company, Party B is not responsible for the specific business of XX Company. There is no final decision-making power on the operation of XX Company. Party B shall disclose its relationship with Party A to the Company and other shareholders, so that the Company and other shareholders can recognize Party A's actual exercise of shareholders' rights. (4) Rights and obligations of both parties 1. Rights and Obligations of Party A (1) Party A enjoys all the actual shareholder rights in the name of Party B in XX Company, including but not limited to the management decision-making right and profit distribution right of XX Company. (2) Party A has the right to adjust the equity ratio of Party B in XX Company at any time according to the operating conditions of XX Company, including but not limited to capital increase or reduction, capital increase and share expansion, merger and reorganization, division, dissolution and liquidation. (3) Party A has the right to take charge of the official seal, financial seal and financial account books. (4) If Party B fails to fulfill its fiduciary duty honestly, it has the right to terminate the entrustment to Party B at any time according to law, and has the right to ask Party B to unconditionally transfer the rights of major shareholders to Party A or a third person designated by Party A. (5) Party A has the right to convene a shareholders' meeting and make a resolution through Party B's prominent shareholder position. Obligation (1) Party A has the obligation to complete the capital contribution to XX Company and ensure that the capital contribution is in place. (2) Party A shall independently undertake the operation risk and investment risk of XX Company. (3) Party A shall guarantee the legality of all business activities of XX Company, and assume the ultimate legal responsibility for all external business affairs of XX Company as the actual controller. (4) When Party A requests Party B to cooperate in making resolutions of shareholders' meeting or exercising shareholders' rights, it shall notify in advance. (5) Party A shall bear the necessary expenses incurred by Party B in exercising shareholders' rights. (6) Party A is actually responsible for the external communication between XX Company and various legal subjects, including legal persons and natural persons, and is actually responsible for the employment and dismissal of internal personnel of XX Company. 2. Rights and obligations of Party B (1) Party B has the right to ask Party A to operate legally, and is not responsible for Party A's illegal operation, and has the right to refuse Party A's request to sign illegal documents. (2) Party B has the right to ask Party A to bear the necessary expenses arising from Party A's request to exercise shareholders' rights ... When Party B needs to assist in handling affairs, Party B has the right to receive remuneration. (3) Party B shall not bear the investment risk of XX company, nor the legal risk of XX company. If Party B, as a prominent shareholder of XX Company, needs to bear the responsibility or cause losses due to Party A's behavior, it shall be borne by Party A, and if Party B actually suffers losses, it may claim compensation from Party A. (4) If Party B's legal representative of XX Company, that is, Party B, needs to bear external responsibilities or cause losses due to Party A's behavior, it shall be borne by Party A, and if Party B actually suffers losses, it may claim compensation from Party A (1). Party B shall clarify the actual shareholder status and identity of Party A to the Company and other shareholders. (2) Party B does not enjoy or participate in the profit distribution of XX company, nor does it receive wages and bonuses in XX company, but only nominal remuneration, and there is no labor contract relationship with XX company. If Party B has other labor contract relations with other institutions of Party A, it shall settle the corresponding wages and bonuses. (3) Party B does not participate in the specific business decision-making affairs of XX Company, and does not participate in the operation and management of XX Company. (4) Party B shall, in accordance with the requirements of Party A, cooperate with the shareholders' meeting to sign relevant resolutions when necessary, handle industrial and commercial registration procedures, and cooperate with the external activities of nominal shareholders, and at the same time, Party B shall keep the above matters strictly confidential. (5) Party B shall not claim to be the actual shareholder and investor of XX Company, and shall not sign any contract in this capacity without the consent of Party A. Party B shall not use its position as the major shareholder of XX Company to seek personal gain or engage in any competition or damage to XX Company. (6) Without the consent of Party A, Party B shall not transfer, pledge or impose other property burdens on its nominal equity and income without authorization. (7) If Party B's nominal shares and income in XX Company are sealed up, frozen, auctioned, sold or transferred due to Party B's own debts or other acts, Party A has the right to recover all losses from Party B. (8) Party B shall actively safeguard the goodwill of XX Company and Party A's reputation, and shall not engage in any acts of slandering or damaging the goodwill of XX Company and Party A's reputation. (9) Obey the arrangement of the actual investor of Party A and adjust the equity under its name, including withdrawal, increase, decrease, transfer and pledge. (10) During the period when Party B is the legal representative, without the authorization or consent of Party A, Party B shall not sign any documents or make any promises or guarantees in the name of ×× Company. If the above actions of Party B cause losses to XX Company, both Party A and XX Company have the right to claim compensation from Party B. (V) Termination of the Agreement and Liability for Breach of Contract 1. This Agreement is terminated due to the following reasons: (1) dissolution, bankruptcy, liquidation, cancellation and cancellation of XX Company; (2) Party A or Party B dies or loses the ability to work; (3) Any party to the agreement requests to terminate or dissolve the agreement; (4) Other legal circumstances of termination of this Agreement occur. 2. After the termination of the agreement, the shares that need to be held by prominent shareholders of Party B shall be held by anonymous shareholders of Party A or designated others. (1) If the agreement is terminated, the equity will not be replaced. If it is not due to Party B, after the termination of the Company, Party A shall actually assume all responsibilities; In the second case, if the agreement is terminated, the relevant heirs will continue to transfer the equity to Party A or Party A's heirs in accordance with the principles agreed in this agreement. 3. If this agreement is dissolved or terminated by either party, this agreement shall be dissolved or terminated. If one party's major breach of contract causes damage to the other party, the injured party has the right to claim damages. Major breach of contract includes: (1) Party B needs to bear legal or other economic responsibilities due to Party A's illegal behavior; (2) Party B violates Party B's obligations involved in this agreement, which causes Party A to be unable to exercise its equity, or causes damage to ×× Company or losses to Party A due to Party B's own reasons, Party B's unauthorized behavior without Party A's authorization or consent, failure to sign documents as required by Party A, disobedience to Party A's arrangement, and violation of confidentiality obligations. (VI) Confidentiality Agreement: Except for the contents required to be disclosed in this Agreement, neither party may disclose the contents of this Agreement to a third party. (VII) Alteration of Agreement Any alteration of this Agreement shall come into effect only after negotiation by both parties and a written document signed by an authorized representative, and shall be an integral part of this Agreement. The contents of the agreement shall be subject to the changed contents. (VIII) This Agreement shall take effect immediately from the date of signature by both parties. This agreement is made in duplicate, each party holds one copy, which has the same legal effect. Party A (signature): Party B (signature): MM DD YY witness (signature of other shareholders, official seal of the target company) MM DD YY.