Party A:
Domicile:
Legal Representative: Position: Chairman.
Party B:
Domicile:
Legal Representative: Position: Chairman.
Party C:
Domicile:
Legal Representative: Position: Chairman.
Whereas:
1. Party A and Party B are shareholders of a limited company (hereinafter referred to as the "Company"); Among them, Party A holds% shares of the company and Party B holds% shares of the company;
2. Party C is the company;
3. Party C intends to invest in the Company and participate in the Company. Party A and Party B are willing to increase capital and share of the Company and accept Party C as a new shareholder to invest in the Company.
According to the Company Law of People's Republic of China (PRC) (hereinafter referred to as the Company Law) and other relevant laws and regulations, after full consultation, the parties to the above agreement have reached the following agreement on the capital increase and share expansion of Limited Company (hereinafter referred to as the Company) for their compliance.
Article 1 Name and domicile of the company
Chinese name of the company: XXXXXX Co., Ltd.
Domicile:
Article 2 The registered capital, total share capital, types and amount per share of the company before capital increase.
The registered capital is: XXXX million yuan.
The total share capital is: XXXX million shares, with a par value of RMB 65,438+0 yuan per share.
Article 3 The capital structure of the company before capital increase
No. Name of shareholder Amount of contribution Subscribed shares account for the total share capital.
1
2
Article 4 Ratification and recognition
The capital increase and share expansion of the Company by Party C has been approved by the corresponding competent departments of Party A, Party B and Party C respectively.
Article 4 A company shall increase its capital and share.
Party A and Party B agree to give up the preemptive right and accept Party C as a new shareholder to invest RMB 1 10,000 yuan in cash to increase capital and share.
Article 5 Declarations, Warranties and Commitments
Both parties hereby make the following statements, warranties and commitments, and sign this agreement according to these statements, warranties and commitments:
1. Party A, Party B and Party C are legally established and effectively existing enterprise legal persons, and have obtained all authorizations, approvals and recognitions required for this capital increase and share expansion;
2. Party A, Party B and Party C have the right and ability to sign this agreement. Once this agreement is signed, it will constitute a legally binding document for all parties;
3. The obligations undertaken by Party A, Party B and Party C in this Agreement are legal and valid, and their performance will not conflict with other obligations undertaken by all parties, nor will it violate any laws.
Article 6 The registered capital, total share capital, types and amount per share of the company after capital increase.
The registered capital is: 10000 yuan.
The total share capital is: ten thousand shares, with a par value of RMB 65,438+0 yuan per share.
Article 7 Capital structure of the company after capital increase
No. Name of Shareholder The number of subscribed shares accounts for% of the total share capital.
1
2
three
Article 8 Basic rights enjoyed by new shareholders
1. has equal legal status with the original shareholders;
2. Enjoy all the rights that shareholders should enjoy according to law, including but not limited to the right to benefit from assets, the right to make major decisions and the right to choose managers.
Article 9 Obligations and responsibilities of new shareholders
1. Subscribe for shares in full according to this agreement within three months from the date of signing this agreement;
2. Undertake other obligations of shareholders of the company.
Article 10 Revision of Articles of Association
The parties to this agreement unanimously agree to amend the Articles of Association of XX Co., Ltd. according to the contents of this agreement.
Article 11 Director's recommendation
Party A and Party B agree that X directors recommended by Party C will join the board of directors of the company after this capital increase and share expansion.
Article 12 Establishment of Shareholder Status
Party A and Party B promise to pass the resolution of the company's shareholders' meeting on this capital increase and share expansion as soon as possible after the signing of this agreement, complete all necessary procedures for reporting to the relevant state administrative departments for industry and commerce, and formally establish the shareholder status of Party C as soon as possible.
Article 13 Special Commitment
The new shareholder promises not to use the company's shareholder status to do anything that harms the company's interests.
Article 14 Termination of the Agreement
At any time before legally changing shareholders according to the provisions of this agreement:
1. Under any of the following circumstances, Party C has the right to terminate this Agreement and recover the capital increase under this Agreement after notifying Party A and Party B:
(1) If unpredictable and avoidable events occur and the consequences cannot be overcome, this capital increase and share expansion will be virtually impossible.
(2) Party A and Party B violate any terms of this agreement, which makes the purpose of this agreement impossible to achieve;
(3) Whether there are any facts or circumstances that make the statements, warranties and commitments of Party A and Party B substantially untrue.
2. In any of the following circumstances, Party A and Party B have the right to terminate this agreement after notifying Party C. ..
(1) Party C violates any clause of this agreement, and the purpose of this agreement cannot be achieved due to this breach;
(2) There are facts or circumstances that make Party C's statements, warranties and commitments substantially untrue.
3. After either party terminates this contract according to the provisions of Articles 1 and 2, except for Articles 15, 16 and 17 of this contract and the rights and obligations arising from this agreement before termination, each party no longer enjoys the rights and undertakes the obligations of this agreement.
4. This Agreement may be dissolved with the written consent of all parties under the following circumstances.
After the signing of this agreement and before the completion of the shareholder registration procedures, the applicable laws and regulations have new provisions or changes, which make the contents of this agreement inconsistent with the laws and regulations, and both parties cannot reach an agreement on the revision of this agreement according to the new laws and regulations.
Article 15 Confidentiality
1. All parties shall keep strictly confidential the information related to the following matters obtained by signing and performing this Agreement.
(1) Terms and conditions of this agreement;
(2) Negotiations on this Agreement;
(3) The subject matter of this Agreement;
(4) Trade secrets of all parties.
However, it may be disclosed in accordance with paragraph 2 of this article.
2. Both parties to this agreement may disclose the information mentioned in Article 1 of this article only under the following circumstances.
(1) legal requirements;
(2) Requirements of any government agency or regulatory agency with jurisdiction;
(3) Disclosure to the professional consultant or lawyer (if any) of the party concerned;
(4) Information that enters the public domain through no fault of the party concerned;
(5) Both parties shall give written consent in advance.
3. This clause still applies after the termination of this agreement, and it is not limited by time.
Article 16: Exemption from compensation
If one party violates its representations, warranties and commitments or fails to perform other obligations under this Agreement, resulting in a lawsuit, claim or claim against the other party or its directors, employees or agents, one party agrees to provide reasonable compensation to the other party or its directors, employees and agents for all the responsibilities and expenses arising therefrom, except for the responsibilities or losses caused by the intentional or negligent actions of the other party.
Article 17: Force Majeure
1. If either party fails to perform or partially fails to perform its obligations under this Agreement due to force majeure and no fault of its own, it will not be regarded as a breach of contract, but all necessary relief measures shall be taken to reduce the losses caused by force majeure when conditions permit.
2. In case of force majeure, one party shall notify the other parties in writing as soon as possible, and submit a report to the other parties within fifteen days after the event, explaining the failure to perform or partially perform the obligations under this agreement and the reasons for the delay.
3. Force Majeure means unforeseeable and inevitable by either party, including but not limited to the following aspects:
4. Declared or undeclared war, state of war, blockade, embargo, government decree or general mobilization directly affect this capital increase and share expansion;
5. Domestic riots that directly affect this capital increase and share expansion;
6. Natural factors such as fire, flood, typhoon, hurricane, tsunami, landslide, earthquake, explosion, plague or epidemic that directly affect this capital increase and share expansion;
7. Other force majeure events agreed by both parties that directly affect this capital increase and share expansion.
Article 18 Liability for breach of contract
Once this agreement is signed, all parties shall strictly abide by it. Any party who violates this agreement shall bear the losses of the observant party.
Article 19 Dispute settlement
The applicable laws of this Agreement are the laws and regulations of People's Republic of China (PRC). Any dispute between the two parties during the agreement period shall be settled through consultation. If negotiation fails, the case shall be submitted to Beijing Arbitration Commission for arbitration in accordance with its arbitration rules. Arbitration is final and binding on all parties.
Article 20 The right to interpret this Agreement
The right to interpret this agreement belongs to all parties.
Article 21 Matters not covered in this Contract
This agreement is the basic principle and content determined by both parties for this capital increase. For the specific matters and matters not covered, both parties can conclude a supplementary agreement without violating the provisions of this agreement, and the supplementary agreement has the same legal effect as this agreement.
Article 22 comes into force.
This agreement shall come into effect after both parties affix their seals and their legal representatives or authorized representatives sign it. This agreement shall not be terminated without the unanimous consent of all parties.
Article 23 Text of the Agreement
This agreement is made in duplicate, one for each party, and the other two are kept by the company for future reference.
The first party
Name:
Legal representative or authorized representative:
party B
Name:
Legal representative or authorized representative:
Party c
Name:
Legal representative or authorized representative:
date month year
Signing place: