? Company investment and shareholding agreement
? This investment agreement (hereinafter referred to as the "Agreement") was signed by the fol
? Company investment and shareholding agreement
? This investment agreement (hereinafter referred to as the "Agreement") was signed by the following parties in xx city, xx province, People's Republic of China (PRC) on October 30th, 20xx/KLOC-0 (65438):
? Party A: XX Company, legal representative: _ _ _ _ _, address: _ _ _ _ (hereinafter referred to as "Party A");
? Party B: XX Company, legal representative: _ _ _ _ _, address: _ _ _ _ (hereinafter referred to as "Party B").
? Whereas:
? 1. Party A is a limited liability company legally registered in the Administration for Industry and Commerce with a registered capital of RMB 500,000.00 Yuan, and the registered capital of the company has been paid in full. Due to the needs of enterprise development, the company has optimized its shareholding structure and improved its corporate governance structure. On, its shareholders' meeting formed resolution 2004. With regard to this equity adjustment, it also approved and authorized shareholders to be specifically responsible for this equity adjustment.
? 2. Party B is a legally registered limited liability company (hereinafter referred to as "Party B" or "newly-increased shareholder") with a registered capital of RMB10,000.00 Yuan. It intends to invest in Party A, and its legal representative is appointed to participate in Party B's operation and management and exercise shareholders' rights. The shareholders' meeting of Party B has passed relevant resolutions on investing in Party A. ..
? 3. Due to the development of Party A's company, the change of shareholders' rights and interests, and the adjustment of governance structure, Party A intends to optimize its equity and agree that Party B will inject capital into Party A, but the registered capital of Party A remains unchanged.
? 4. The original shareholders of Party A agree to adjust the shares and confirm to give up the subscription priority for the shares subscribed by the new shareholders.
? Therefore, based on the principle of equality and mutual benefit, all parties have reached the following agreement terms on the company's investment through friendly negotiation:
? Article 1 definition and interpretation
? 1. Definition
? Unless otherwise defined in this agreement, the terms mentioned in this agreement have their meanings in the Civil Code.
? 2. Title
? The headings of each clause are for convenience only and shall not affect the interpretation of this Agreement.
? mention
? The laws of China mentioned in this Agreement shall include any laws, regulations and departmental rules of China, judicial interpretations of the Supreme People's Court and normative documents issued by relevant authorities (including central and local authorities) in China at that time. References to laws should be interpreted as references to those provisions as amended or changed from time to time. References to this Agreement shall be interpreted as including relevant agreements that may be revised, changed or updated.
? Article 2 New shareholders
? 1. According to the resolution of the shareholders' meeting of Party A, Party B is decided to participate in the operation. With the consent of the resolution of the shareholders' meeting of Party B, Party B will hold 20% of the shares of Party A. ..
? 2. Based on the existing net assets confirmed by Party A and Party B's audit evaluation, the subscription price of 20% equity specified in paragraph 1 of this article is determined to be150,000 yuan through negotiation.
? 3. Investment time
? Party B shall, within working days from the date of signing this agreement, deposit the total subscription price agreed in this agreement into the bank account designated by the company in full at one time, and pay liquidated damages to the observant party at one ten thousandth of the daily payable amount in case of delay. After the overdue period is 60 days, the observant party has the right to terminate this Agreement unilaterally and hold the defaulting party liable for breach of contract.
? 4. Party A's designated collection account information:
? Account name:
? Bank of deposit:
? Account number:
? 5. Acquisition of shareholder qualification
? After receiving all the subscription fees paid by Party B, Party A shall issue a receipt to Party B according to the amount listed in the second paragraph of this article, and include Party B in the register of shareholders. After being registered in the register of shareholders, the newly-added shareholders are regarded as shareholders of the company, enjoying all shareholder rights under the subscription of shares and assuming shareholder obligations.
? 6. After Party B obtains the shareholder qualification according to paragraph 5 of this article, Party A shall go through the relevant procedures such as the registration of industrial and commercial changes of shareholders after this investment.
? Article 3 Statements and guarantees of newly-increased shareholders
? 1. The statements and warranties of the new shareholders are as follows:
? (1) is an enterprise legal person registered and legally existing in accordance with the laws of China;
? (2) Sign and perform all responsibilities and obligations agreed in this Agreement;
? (1) Within the authority and business scope of its company;
? (b) It has taken necessary corporate actions (including but not limited to raising sufficient corporate capital to fulfill its capital contribution obligations under this Agreement) and obtained the approval of the internal decision-making body;
? (c) It does not violate the provisions or restrictions of laws or contracts that are binding or influential on it.
? (3) Party B has not set any security interests (including but not limited to any mortgage, pledge, lien and other security rights) or third-party interests on any property it owns;
? (4) Up to now, Party B has submitted financial statements and all necessary documents and materials to Party A, and hereby confirms that the financial statements correctly reflect Party B's financial status and other conditions;
? (5) Party B guarantees that the investment funds subscribed by Party A under this Agreement are from legal sources and have sufficient ability to pay the investment funds to Party A in time according to the terms and conditions of this Agreement.
? (6) Party B has not engaged in or participated in any acts that violate the laws and regulations of China, which may lead to its business license being revoked, fines or other administrative penalties or legal sanctions that seriously affect its operation;
? (7) Party B has not concealed from Party A any litigation, arbitration, investigation or administrative procedures related to it that have ended, have not ended or may be about to begin, or made false statements.
? 2. Party B promises and guarantees as follows:
? (1) This agreement constitutes a legal, effective and binding obligation once it is signed;
? (2) Have the ability to reasonably meet the expected needs of Party A's business development;
? (3) After completing the subscription procedures and Party A's industrial and commercial change registration, Party B designates its legal representative as the sole legal agent to exercise shareholders' rights in strict accordance with Party A's governance structure.
? 3. The new shareholder promises that Party B shall not withdraw its shares within three years from the date of obtaining shareholder qualification. In case of fixed events or expiration of three years, the equity value of Party B shall be determined by Party A's net assets and current market factors, but the total valuation shall not exceed RMB 30 million.
? 4. The new shareholders will bear all economic and legal responsibilities arising from the violation of the above statements and guarantees, and compensate the company and the original shareholders for any direct losses caused by the violation of the above statements and guarantees.
? Article 4 Party A's representations and guarantees to newly-increased shareholders
? 1. Party A guarantees that:
? (1) Party A is a limited liability company registered, legally existing and operated according to the laws of China;
? (2) Party A has informed the newly-increased shareholders in writing that there are no security interests (including but not limited to any mortgage, pledge, lien and other security rights) or third-party interests in any property owned by Party A; The Company is still obliged to notify the new shareholders in writing of any security interests or third-party interests occurring after the deadline and before signing this Agreement.
? (3) The assets and resources used by Party A for the company's operation are obtained through legal agreements and other legal acts, which are true, effective and complete, and there are no legal obstacles or legal defects that have not been notified to the new shareholders in writing; The company is still obliged to notify the new shareholders in writing of any legal obstacles or legal defects that occur after the deadline and before signing this agreement.
? (4) Party A has submitted the financial statements and all necessary documents and materials to the newly-increased shareholders, and correctly reflected the financial status and other conditions of the company as of March 3, 20051February 3, 2005.
? (5) All debts, arrears and taxes owed by the Company as of the month date have been listed in the financial statements, and Party A has not generated any additional debts, arrears and taxes since its establishment to the month date;
? (6) Party A has not engaged in or participated in any violation of China laws and regulations, which may lead to the revocation of Party A's business license, fines or other administrative penalties or legal sanctions that seriously affect the company's current and future operations;
? (7) Party A has not concealed or made false/incorrect statements about any litigation, arbitration, investigation and administrative procedures related to the company that have ended, have not ended or will begin.
? 2. Party A has fully and truly informed Party B of the matters listed in Article 1 of this article, and Party B is fully aware of it, and shall bear corresponding economic and legal responsibilities for the above documents and the matters listed.
? Article 5 Business scope of Party A
? 1. Inherit and develop all the businesses currently operated by the company;
? 2. Vigorously develop new business:
? 3. The final business scope of the company shall be decided by the shareholders' meeting of the company and determined after the approval of the administrative department for industry and commerce.
? Article 6 Investment, use and subsequent development of funds
? 1. This investment is used for the overall development of the company.
? 2. The specific authority for the use of Party A's funds shall be authorized by the shareholders' meeting of Party A after the industrial and commercial change registration, and shall be implemented in accordance with the Articles of Association and other relevant systems.
? 3. According to the needs of Party A's future business development, and with the permission of national laws and policies, Party A can raise development funds for many times in various ways.
? Article 7 The organizational structure of the company
? 1. shareholders' meeting
? (1) After the capital contribution, the original shareholders and Party B become shareholders of the company on an equal footing, and all shareholders enjoy rights and assume obligations in accordance with the Company Law of People's Republic of China (PRC), other laws and regulations, departmental rules and the Articles of Association of the new company.
? (2) Of course, it is the legal representative of Party B who exercises the shareholders' rights. In addition, other shareholders or employees of Party B shall not exercise shareholder rights in Party A. ..
? (3) The general meeting of shareholders is the authority of the company, which decides all major issues of the company.
? 2. Executive Director
? All affairs of Party A shall be carried out by the executive director elected by the shareholders' meeting.
? 3. Management personnel
? The main management personnel of Party A shall be appointed or dismissed by the executive director or the shareholders' meeting. Managers in non-major positions shall be appointed and removed by the executive director.
? Article 8 Creditor's rights and debts
? 1. After the signing of this agreement, Party B shall be liable for all debts of Party A to the extent of its capital contribution.
? 2. Party B's own debts shall be borne by itself, which has nothing to do with Party A. ..
? 3. Where Party B needs to dispose of the equity in Party A due to the following circumstances, it shall obtain the unanimous written consent of other shareholders of Party A and comply with the Company Law and the Articles of Association of Party A; Where other shareholders of Party A disagree, it shall be handled in accordance with the Company Law of People's Republic of China (PRC) and its judicial interpretation:
? (1) Due to the merger or division of Party B and internal resolutions, it is decided that the new legal entity shall undertake the rights and obligations under this Agreement;
? (2) Party B terminates (including but not limited to dissolution, bankruptcy and cancellation);
? (3) Due to Party B's debt, it is necessary to pay off the debt with the investment in Party A;
? (4) Other disposal methods of Party A's equity.
? Article 9 Articles of Association
? 1. After the investors have fully contributed their capital in accordance with Article 2 of this Agreement, they shall convene a shareholders' meeting to amend the Articles of Association, and the revised Articles of Association will replace the original Articles of Association.
? 2. Important contents agreed in this Agreement shall be written into the Articles of Association.
? Article 10 Change of company registration
? After convening the shareholders' meeting and making corresponding resolutions, the company applies to the administrative department for industry and commerce for registration of industrial and commercial change. All shareholders of the company shall fully assist and cooperate with the company to complete the industrial and commercial change registration.
? Article 11 confidentiality
? In view of the fact that the transaction under this agreement involves the business secrets of both parties, both parties agree and promise to take strict confidentiality measures for matters related to this agreement. Except for the intermediary agencies and service agencies hired by either party with legal information disclosure obligations and confidentiality obligations, neither party may disclose this Agreement to the other party without the permission of the other party.
? Article 12 Liability for breach of contract
? 1. If Party B fails to pay the share subscription fee, it shall pay a late fee of one thousandth of the arrears on a daily basis. If the delay exceeds 30 days, Party A has the right to choose to terminate the agreement; Due to Party B's breach of contract, Party A has the right to delay the registration of shareholders.
? 2. Unless otherwise stipulated in this Agreement, if either party fails to perform or violate any terms and conditions of this Agreement, or the statements, warranties and commitments made by one party to the other party under this Agreement are incomplete, untrue and inaccurate, thus causing losses to the other party, the observant party has the right to demand correction. If the observant party seriously breaches this Agreement or refuses to correct it after being urged, the observant party has the right to choose to terminate this Agreement and demand compensation.
? 3. If one party fails to perform or fully perform this Agreement or damages the interests of the other party due to its breach of contract, the other party has the right to demand the non-performing party or the breaching party to compensate the losses and damages it has suffered, as well as the costs and expenses (including but not limited to attorney's fees and travel expenses) such as litigation and claims.
? 4. If the observant party terminates this Agreement due to one party's serious breach of contract or refuses to make corrections after being urged, the breaching party shall pay the other party a penalty equivalent to 65,438+00% of the target amount of this Agreement. If the liquidated damages are insufficient to make up for the losses of the observant party, the observant party has the right to continue to claim compensation for the insufficient part.
? 5. Notwithstanding the above provisions, neither party shall be liable for any indirect loss or damage suffered by the other party due to this Agreement.
? Article 13 Settlement of disputes
? 1. This Agreement shall be governed by the laws of China, and the establishment, validity, interpretation and performance of this Agreement and the settlement of disputes arising therefrom shall be governed by the laws of People's Republic of China (PRC).
? 2. All disputes arising from the performance of this Agreement shall be settled through friendly negotiation. If the dispute cannot be settled within thirty (30) days after negotiation, either party may bring a lawsuit to the people's court with jurisdiction in the place where Party A is registered.
? 3. Rights and obligations still in force
? In the dispute litigation, except for the disputed matters, each party shall continue to exercise its other rights under this Agreement and continue to perform its other obligations under this Agreement.
? Article 14 Other provisions
? 1. Effective
? This agreement shall come into effect as of the date when both parties affix their seals and their authorized representatives sign it.
? Step 2 transfer
? In strict accordance with the relevant provisions of the Company Law and the Articles of Association.
? modify
? This agreement can only be amended by a written document signed by all parties.
? 4. Separability
? The invalidity of any provision of this Agreement shall not affect the validity of any other provision of this Agreement.
? 5. Text
? This Agreement is made in octuplicate, with each party holding two copies, and the remaining four copies are used to handle the approval and industrial and commercial change procedures related to this Agreement.
? notification
? Unless otherwise specified in this agreement, any notice given by any party to other parties or companies specified in this agreement shall be sent by express mail or fax. A notice sent by express mail shall be deemed as the date of receipt seven (7) days after mailing; A notice sent by fax shall be regarded as the date of receipt after one day (1), but it shall be based on the fax confirmation report. All notices shall be sent to the places where the business licenses of both parties are registered.
? Article 15 Annex
? 1. The annexes to this agreement constitute a part of this agreement and have the same legal effect as this agreement.