Contribution Agreement Part I: Model Contribution Agreement
Party A:
Party B:
In order to seek cooperation and development, Party A and Party B intend to establish a joint venture company. Now, in accordance with the Company Law of People's Republic of China (PRC), the Contract Law of People's Republic of China (PRC) and relevant laws and regulations, both parties sign this investment agreement on the basis of equality, voluntariness and consultation for mutual compliance:
Article 1 Investors
1.65438+
1.2 The investors or shareholders who signed this Agreement are:
1.2. 1 Party A:
Domicile:
Legal Representative: Contact person:
1.2.2 Party B:
Domicile:
Legal representative:? Contact information:
Article 2 Company Profile
2. 1 nature: company
2.2 Registered name:
2.3 Registered address:
2.4 Legal Representative:
2.5 Registered capital: RMB.
2.6 company purpose:
2.7 Business scope of the company:
2.8 Company operation mode:
(If the above matters are changed at the time of industrial and commercial registration, the industrial and commercial registration shall prevail. )
Rule three. Mode and amount of capital contribution
3. 1 The mode, amount and proportion of contribution by Party A and Party B are as follows:
3. 1. 1 The contribution of Party A is RMB 1 ten thousand yuan, accounting for 5 1% of the registered capital of the company.
3. 1.2 RMB is contributed by Party B? Ten thousand yuan, accounting for 49% of the company's registered capital.
3.2 Party A and Party B shall pay their respective subscribed capital contributions as stipulated in the Articles of Association in full and on time. ? Before the establishment of the Company, Party A shall remit its due monetary contribution to the account of the Company's Preparatory Committee (which shall be supervised by Party A); Other investment matters agreed by both parties:.
Article 4? Rights, obligations and responsibilities of investors
4. 1 investor rights
4. 1. 1 The investor enjoys the owner's equity in proportion to the capital invested in the company's registered capital.
4. 1.2 Investors shall pay dividends in proportion to their capital contribution. When the company increases its capital, the investor can give priority to the capital contribution.
4. 1.3 The investor may, in accordance with the Company Law of People's Republic of China (PRC) and the Articles of Association.
To stipulate the transfer of its capital contribution in the company.
4. 1.4 The name of the company shall be determined by the investors through consultation.
4. 1.5 If the company cannot be established, it has the right to recover the subscribed capital contribution on the premise of assuming the obligations and responsibilities of the promoters.
4. 1.6 Investors have the right to file a lawsuit against investors who fail to perform, completely perform or improperly perform their investment obligations, and investors who intentionally or negligently damage the interests of the company, requiring them to bear corresponding legal responsibilities.
4. 1.7 Other rights granted by laws, administrative regulations and the Articles of Association.
4.2 Obligations of investors
4.2. 1 Investors shall pay their respective subscribed capital contributions in full within the prescribed time limit.
4.2.2 Investors shall be liable to the Company to the extent of their capital contribution. Shareholders may not withdraw their capital contribution after registration in the company.
4.2.3 Investors shall abide by the Articles of Association.
4.2.4 The capital contribution certificate issued by the company to the investor shall not be traded or mortgaged privately, and shall only be used as the basis for dividends within the company.
4.2.5 Other obligations stipulated by laws, administrative regulations and the Articles of Association.
4.3 Responsibility of investors
4.3. 1 If the investor violates this agreement and fails to make capital contribution according to regulations, it shall be liable for breach of contract to the shareholders who have paid their capital contribution in full at the ratio of 10%. If the company cannot be established because the investor fails to pay the capital contribution according to the regulations, it shall be liable for breach of contract to other investors according to 10% of the capital contribution.
4.3.2 Investors who intentionally or negligently infringe upon the interests of the company during the establishment of the company shall be liable for compensation to the company or other investors.
Article 5 Procedures
5. 1 After negotiation, all parties agree that Party A shall be specifically responsible for handling relevant procedures for the establishment of the company, drafting relevant documents, obtaining relevant certificates such as business license and qualification certificate, and taking charge of other specific affairs during the establishment of the company. 5.2 Party A shall fully cooperate in the process of company establishment. 5.3 ? Party A shall complete the establishment of the company and obtain the business license of the company before.
Article 6? Exit agreement
6. 1 Investors' withdrawal from this agreement, renunciation of shareholder qualification or addition of shareholders must be unanimously agreed by all shareholders, and the legal consequences arising therefrom shall be stipulated in a supplementary agreement signed by shareholders through consultation; However, the shareholders who withdraw from the agreement should bear corresponding responsibilities.
Article 7? Shareholders Committee
7. 1 The shareholders' meeting is composed of all shareholders and convened by the board of directors.
7.2 The functions and powers of the shareholders' meeting shall be exercised in accordance with the Company Law of People's Republic of China (PRC) and the Articles of Association.
Article 8 The Board of Directors
8. 1 The board of directors is the decision-making body of the company's daily operation, consisting of three directors, one appointed by Party A and Party B, namely? 、 ? . The chairman shall be a member of Party A and the vice chairman shall be a member of Party B? Act as.
8.2 The term of office of directors is three years. Upon expiration of the term of office, directors may be re-elected. Before the expiration of a director's term of office, the shareholders' meeting shall not dismiss him without reason.
8.3 The Board of Directors has a Development Strategy Committee, a Remuneration Committee and an Audit Committee, and the Secretary of the Board assists the above committees and the Board of Directors.
8.4 The board of directors shall be responsible to the shareholders' meeting and exercise its functions and powers in accordance with the Company Law of People's Republic of China (PRC) and the Articles of Association.
Article 9? general manager
9. 1 The Company shall have a general manager, who shall be appointed by Party A. The general manager shall be responsible to the board of directors and exercise his functions and powers in accordance with the Company Law of People's Republic of China (PRC) and the Articles of Association.
9.2 The general manager of the company has the right to ask the board of directors to appoint or dismiss the deputy general manager and financial officer of the company, put forward their remuneration suggestions, and have the right to appoint or dismiss the responsible management personnel other than those who should be appointed or dismissed by the board of directors, and determine their remuneration.
9.3 The person in charge of the company's finance shall be appointed by Party B. ..
Article 10? County councils in the midwest and eastern States
10. 1 The company does not have a board of supervisors, but has a supervisor appointed by Party A? .
10.2 The functions and powers of the supervisors shall be exercised in accordance with the relevant provisions of the Company Law and the Articles of Association. 10.3 Directors, general managers and financial officers may not concurrently serve as supervisors. The term of office of the supervisor is three years. Upon expiration of the term of office, a supervisor may be re-elected.
Article 11? distribution of profits
1 1. 1 The profits of the company after paying income tax shall be distributed in the following order:
Investment Agreement Part II: Individual Investment Cooperation Agreement
Party A:
Party B:
Party A and Party B, in accordance with the provisions of People's Republic of China (PRC) laws and regulations and on the principle of mutual benefit, have reached the following agreement on the cooperative investment projects in which Party A and Party B are contract investors through friendly negotiation for mutual compliance.
Article 1 Projects and scope of partnership investment:
Article 2 The investment term of a partnership enterprise is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Article 3 Amount and mode of capital contribution
1. The investment of this partnership is RMB? Yuan. The capital contribution made by Party A in the form of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ RMB Yuan. _% of the total investment; The mode of contribution of Party B is RMB _ _ _ _ _ _? Yuan. _% of the total investment;
2. Party A and Party B decide? The bank opens a special account (account name:? , account number:), used for partnership investment;
3. The capital contributions of Party A and Party B shall be paid into the above account before.
4. During the period of partnership investment, the capital contributions of both parties are * * * own property, and it is not allowed to ask for division at will. After the partnership investment is terminated, the capital contribution of each partner investor will still be owned by the individual and will be returned to _ _ _ _ _ _ _ _ _ _ _;
5. Capital increase or capital decrease shall be decided by both parties through consultation, and both parties shall sign a supplementary agreement to reasonably adjust the provisions of this agreement on the distribution ratio according to the capital increase or capital decrease.
Article 4? Profit sharing and loss sharing
1. Party A and Party B shall share the profits of the * * * joint venture and the losses of the * * * joint venture in proportion to their respective contributions.
2. The profits and fruits from the capital contributions made by Party A and Party B shall be the property of both parties, and shall be owned by both parties in proportion to their capital contributions.
Article 5 Execution of affairs
1. Through consultation between Party A and Party B, Party A shall perform the daily affairs of the joint venture on behalf of both parties, including but not limited to:
(a) to carry out foreign business and sign contracts;
(2) Daily management of partnership investment;
(3) selling products (commodities) invested by the partnership enterprise and purchasing commonly used commodities;
(4) Repaying the investment debts of the partnership;
⑤____________。
2. Rights of Party B:
① Participate in the management of partnership investment;
② Listen to the report on the business development of Party A;
(3) Examining the investment account books and operating conditions of the partnership;
(4) * * * agreed to major issues of partnership investment;
⑤____________。
3. The profits arising from the execution of * * * by Party A and the investment company shall be owned by Party A and Party B * * *, and the losses or civil liabilities arising therefrom shall be borne by Party A and Party B * * *;
4. If Party A causes losses to Party B due to negligence or non-compliance with this Agreement when performing affairs, it shall be liable for compensation;
5. Party B may object to Party A's execution of the same investment affairs. When raising an objection, the execution of the transaction shall be suspended. In case of dispute, it shall be decided by both parties.
Article 6 Transfer of investment
1. When either party transfers all or part of its investment in the joint venture to others, it must obtain the consent of the other party;
2. Where Party A and Party B transfer their capital contributions according to law, the other party shall have the priority to be transferred under the same conditions.
Article 7 Other Rights and Obligations
1. Neither Party A nor Party B may transfer or dispose of the shares of the same investment without authorization;
2. From the date of signing this agreement, neither Party A nor Party B shall withdraw their capital contribution from the joint venture or transfer their shares.
Article 8 Termination of partnership investment and matters after termination
1. Partnership investment may be terminated for one of the following reasons:
① The term of partnership investment expires;
② Party A and Party B agree to terminate the partnership investment relationship;
(3) The partnership investment enterprise is completed or cannot be completed;
(4) The partnership investment enterprise is revoked according to law;
The court decided to dissolve according to the request of the parties.
2. Matters after the termination of the partnership investment:
① Party A and Party B liquidate the partnership account;
(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 partnership investors or third parties at a fixed price, and the price participates in the distribution;
(3) If there are losses after liquidation, the partnership investment shall be paid off with the same property first, regardless of how much the partnership investor contributes, and the part of the partnership investment property that is insufficient to pay off shall be borne by the partnership investor in proportion to the contribution.
Article 9 Liability for breach of contract
1. If Party A or Party B violates the rights and obligations of all parties in the above clauses and causes losses to the other party, it shall compensate the other party for the corresponding losses. 2.
Article 10 Settlement of disputes
If there is any dispute between Party A and Party B, it shall be settled through consultation on the principle of benefiting the development of partnership investment. If negotiation fails, you can bring a lawsuit to the court.
Article 11 Others
1. For matters not covered in this agreement, a supplementary agreement shall be signed separately by * * after consultation with the investor.
2. This agreement shall come into effect after being signed and sealed by all investors. This Agreement is signed on _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Party A (signature): _ _ _ _ _ Party B (signature): _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
Signing place: _ _ _ _ _ _
Year and month? Date of signing:
Payment Agreement Part III: Contract Agreement
Party A: ID number:
Party B: ID number:
Party C: ID number:
Party D: ID number:
Party A, Party B, Party C and Party D, based on the principles of fairness, equality and mutual benefit, enter into this partnership agreement as follows:
1. The term of the contract is, since? Month? Every day? Stop on a certain day every month.
2. After distribution, Party A holds 40% of the shares; Party B holds 20% of the shares; Party C holds 20% of the shares; Party D holds 20% of the shares.
3. Party A and Party B are the original shareholders, and the capital of Party C is RMB eleven thousand Yuan only (￥ 1 1 1,000 Yuan); The contribution made by Party D is RMB fifteen thousand Yuan only (￥ 15000 Yuan).
4. Income distribution, excluding daily expenses, employee salaries, facade rent, living expenses, utilities and other expenses, shall be distributed by Party A, Party B, Party C and Party D according to shares.
Verb (abbreviation of verb) Debt commitment: If debts occur during the operation during the contract period, the partnership debts shall be paid off with the partnership property; If the partnership property is insufficient to repay, it shall be borne in proportion to the share of the partners.
Dispute resolution of intransitive verbs: When disputes arise between partners, they should be settled through consultation on the principle of being conducive to the smooth development of the partnership. If negotiation fails, it shall be decided by shareholders holding more than 40% of the shares.
7. During the contract period, if one party wants to withdraw its shares, it must withdraw its shares one month in advance. After the decision of the shareholders' meeting, only 40% of the original share capital can be returned, and the other 60% will not be returned as liquidated damages. If the other party is willing to accept the shares through shareholder consultation and the store is in a normal profit state, the shares can be returned.
In order to transfer among the shareholders of the four parties and have the priority to be transferred, if a fifth party is willing to transfer, it must be signed by the shareholders' meeting, otherwise it will be invalid.
8. Upon the expiration of the contract, the shareholders' meeting shall decide whether to continue to renew or transfer the management right. If the contract is renewed, another agreement contract will be signed. If it is transferred through negotiation by the shareholders' meeting of the four parties, the original shares will be distributed regardless of appreciation or depreciation. If no agreement can be reached, one party will continue to operate and the other party will decide whether to transfer. If a consensus is reached, the shares of Sifang can be freely transferred, and the participation of the fifth party must be decided by the shareholders' meeting.
Nine, our shares are divided into two types, one is silver shares (that is, money); The second is the stock (that is, the output). Based on the principle of getting more for more work, the manager accounts for 5% of the stock, that is, 5% of the monthly profit as a reward, and the manager is on the job, not on the job. If the manager is incompetent, the shareholders' meeting will decide to choose someone else. If the shareholders of Sifang are absent from work, they can pay dividends as usual in a short time after consultation at the shareholders' meeting. If they are absent from work for a long time or for no reason and without the approval of the shareholders' meeting, the original share capital still exists, but they do not participate in the dividend every month, and this part of the dividend will be distributed by the shares held by the incumbent shareholders.
X. If there are any matters not covered in this contract, it can only be supplemented and modified after discussion and consent by the shareholders' meeting. The supplementary and revised contents have the same effect as this contract.
XI。 This contract is made in quadruplicate, one for each party, and shall come into effect as of the date of signature by the four parties.
Party A:
Party B:
Party C:
Fang Ding:
Year and month? sun
;