Investment agreement for the establishment of a limited liability company

Investment agreement for the establishment of a limited liability company. : Legal address: _ _ _ _ _ _ _ Legal representative: _ _ _ _ _ _ Title: Entrusted agent: _ _ _ _ _ _ _ _ ID number: _ _ _ _ _ _ _ _ _ _ _ Mailing address: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Legal representative: _ _ _ _ _ _ Title: Entrusted agent: _ _ _ _ _ ID number: mailing address: _ _ _ _ _ _ _ Postal code: _ _ _ _ _ _ _ _ _ Account number: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Mailing address: _ _ _ _ _ _ _ _ Postal code: contact person: _ _ _ _ _ _ _ Tel: _ _ _ _ _ _ _ _ _ _ Account number: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Article 1 Company Profile The name of the limited liability company applied for establishment is "_ _ _ _ _" (hereinafter referred to as the company), and there are several alternative names with different font sizes. The company name shall be subject to the approval of the company registration authority. The domicile of the company is to be located in _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Responsibility: Party A, Party B and Party C shall be liable to the new company within the limits of their respective capital contributions, and the new company shall be liable to the debts of the new company with all its assets. Article 2 Company Purpose and Scope of Business The company's business purpose is: the company's business scope is: Article 3 The registered capital of a registered capital company is RMB _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ The monetary contribution of all shareholders shall not be less than 30% of the registered capital of a limited liability company. Article 4 When making capital contributions, shareholders shall pay their respective subscribed capital contributions in full and on time in accordance with the Articles of Association. Where the shareholders make capital contributions in cash, they shall deposit their capital contributions in full into the account opened by the limited liability company in the bank; Where non-monetary property is used as capital contribution, the formalities for the transfer of property rights shall be handled according to law. Where a shareholder fails to pay the capital contribution in accordance with the provisions of the preceding paragraph, he shall be liable for breach of contract to the shareholder who has paid the capital contribution in full and on time. The land use right invested by Party A in the new company shall be completed before _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Before _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Article 5 Evaluation of capital contribution Non-monetary property as capital contribution shall be evaluated and verified, and its price shall not be overestimated or underestimated. Where there are provisions in laws and administrative regulations on evaluation and pricing, those provisions shall prevail. Where the investment is made in kind (or industrial property right, non-patented technology or land use right), it shall be appraised and priced by an appraisal institution with the qualification of an enterprise as a legal person, and its property right shall be transferred according to law within _ _ _ _ _ _ _ days after the capital verification of the registered capital of the company, and relevant certificates shall be submitted to the company registration authority when applying for the establishment registration of the company. Article 6 After the capital contribution proves the establishment of the company, the promoters who have paid in full have the right to require the company to issue a capital contribution certificate to the shareholders in time. The capital contribution certificate shall be sealed by the company. The capital contribution certificate shall specify the following items: (1) company name; (2) Date of registration of the company; (3) The registered capital of the company. (4) The name of the shareholder, the amount and time of capital contribution. (5) The serial number and date of issuance of the capital contribution certificate. Article 7 Transfer of Capital Contribution When either party transfers part or all of its capital contribution, it must obtain the consent of other shareholders. When either party transfers part or all of its capital contribution, other shareholders have the preemptive right under the same conditions. In violation of the above provisions, its transfer is invalid. Shareholders of a limited liability company may transfer all or part of their shares to each other. Shareholders' transfer of equity to persons other than shareholders shall be approved by more than half of other shareholders. Shareholders shall notify other shareholders in writing to agree to the transfer of their shares. If other shareholders fail to reply within 30 days from the date of receiving the written notice, they shall be deemed to have agreed to the transfer. If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree shall purchase the transferred equity; Do not buy, as agreed to transfer. Under the same conditions, other shareholders have the priority to purchase the equity transferred with the consent of shareholders. If two or more shareholders claim to exercise the preemptive right, their respective purchase proportions shall be determined through consultation; If negotiation fails, the preemptive right shall be exercised in accordance with their respective investment proportions at the time of transfer. Where there are other provisions on equity transfer in the articles of association, such provisions shall prevail. Article 8 All shareholders in the company registration agree to designate _ _ _ _ _ _ _ _ _ (referring to shareholders) as the representative or entrust an agent * * * as the applicant (referring to the company representative with agency business or lawyer of law firm) and apply to the company registration authority for pre-approval and registration of the company name. The applicant shall guarantee the truthfulness, validity and legality of the documents and certificates submitted to the company registration authority, and bear the responsibilities. Article 9 The organizational structure of the new company is 1. The company has a shareholders' meeting, a board of directors, a board of supervisors and a general manager. 2. The board of directors of the company is composed of _ _ _ _ _ _ _ _ _ _. The Board of Supervisors of the Company is composed of _ _ _ _ _ _ _ _ _ _ _. The company shall have the rights of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ Article 10 Rights of promoters 1. Apply for the establishment of the company and keep abreast of the establishment progress of the company. 2. Sign the legal documents during the establishment of the company. 3. Review the expenditure of preparatory expenses in the preparation process. 4. List of candidates for recommending the company's executive directors. The candidates for executive director proposed by all parties shall be elected by the shareholders' meeting of the company after deliberation and approval in accordance with the provisions of the articles of association. The term of office of the executive director is three years. At the expiration of the term, the executive director may be re-elected. Before the term of office of the executive director expires, the shareholders' meeting shall not dismiss him without reason. 5. Propose the list of candidates for the company's supervisors, which will be elected after being reviewed and approved by the company's shareholders' meeting in accordance with the Articles of Association. The term of office of the supervisor is three years. At the expiration of the term, the supervisor may be re-elected. 6. After the establishment of the company, exercise the rights that other shareholders should enjoy according to the relevant provisions of national laws and the articles of association. Article 11 obligations of sponsors 1. Provide the documents and materials needed for the company's application for establishment in time. 2. In the process of establishing the company, if the company is damaged due to the fault of the promoters, it shall be liable for compensation. 3. If the promoters fail to pay their contributions on time as agreed in this Agreement, they shall not only make up their due contributions to the company, but also be liable for the losses caused by other promoters' failure to pay their contributions on time. 4. After the establishment of the company, the promoters shall not withdraw their capital contribution. 5. After the company is established, it shall undertake the obligations of other shareholders in accordance with the relevant provisions of national laws and articles of association. Article 12 Expenses 1. After the successful establishment of the company, it is agreed that all expenses incurred for the establishment of the company will be included in the company's start-up expenses, which will be borne by the establishment of the company. 2. If the application for company establishment can no longer reflect the original intention of shareholders due to various reasons, the application for company establishment can be stopped with the unanimous consent of all shareholders, and the expenses will be shared according to the proportion of capital contribution of each promoter. Article 13 Finance and Accounting 1. The Company shall establish its financial and accounting systems in accordance with laws, administrative regulations and the provisions of the competent financial department of the State Council. 2. At the end of each fiscal year, the Company shall prepare financial and accounting reports, which shall be examined and verified according to law. 3. In the first three months of each business year, the company prepares the balance sheet, income statement and profit distribution plan of the previous year and submits them to the board of directors for deliberation and approval. 4. The financial and accounting reports shall be kept in the company 20 days before the annual meeting of the shareholders' general meeting for shareholders' reference. 5. When the company distributes the after-tax profit of the current year, it shall withdraw 10% of the profit and include it in the company's statutory reserve fund. If the accumulated amount of the statutory common reserve fund of the company is more than 50% of the registered capital of the company, it may not be withdrawn. 6. If the statutory reserve fund of the company is insufficient to make up for the losses of the previous year, the profits of the current year shall be used to make up for the losses before the statutory reserve fund is withdrawn in accordance with the provisions of the preceding paragraph. 7. After the company withdraws the statutory reserve fund from the after-tax profit, it can also withdraw any reserve fund from the after-tax profit after the resolution of the shareholders' meeting or general meeting. After-tax profits of the company after making up losses and withdrawing common reserve fund shall be distributed according to the proportion of shares held by shareholders, unless the articles of association of a joint stock limited company stipulate that they are not distributed according to the proportion of shares held. 8. If the shareholders' meeting, shareholders' general meeting or the board of directors violates the regulations and distributes profits to shareholders before the company makes up losses and withdraws the statutory reserve fund, the shareholders must return the profits distributed in violation of the regulations to the company. The company's shares held by the company shall not be distributed. 9. The company shall provide true and complete accounting vouchers, account books, financial accounting reports and other accounting materials to the accounting firm it employs, and shall not refuse, conceal or make false reports. 10. In addition to the statutory accounting books, the company may not set up other accounting books. No account shall be opened for the company's assets in the name of any individual. Article 14 The term of the joint venture is 1, and the term of operation of the company is _ _ _ _ _ _ _ _. The date of issuance of the business license is the date of establishment of the company. 2. When the joint venture expires or the contract is terminated prematurely, Party A, Party B and Party C shall liquidate the company according to law. The property after liquidation shall be distributed in proportion to the investment of each party. Article 15 Liability for breach of contract 1. If either party fails to pay the capital contribution in full and on time as stipulated in the contract, the breaching party shall pay _ _ _ _% of the capital contribution to the other party as liquidated damages for each day overdue. If it is not submitted within three months, the other party has the right to terminate the contract. 2. If this contract cannot be performed or fully performed due to the fault of one party, the party at fault shall bear the losses caused to the company by its actions. Article 16 Declarations and Warranties The signatories of this sponsorship agreement make the following statements and warranties: (1) All sponsors are natural persons with independent civil capacity and have the legal right or authorization to sign this agreement. (2) The funds invested by the promoters in the company are the legal property of the promoters. (3) The documents and materials submitted by the promoters to the company are true, accurate and effective. Article 17 Each party to a confidentiality contract promises to keep confidential the documents and materials (including business secrets, company plans, business activities, financial information, technical information, business information and other business secrets) belonging to the other party that cannot be obtained through public channels. Without the consent of the original provider of materials and documents, the other party shall not disclose all or part of the contents of the trade secret to any third party. Unless otherwise stipulated by laws and regulations or otherwise agreed by the parties. The confidentiality period is _ _ _ _ _ _ _ years. Article 18 Notice 1, all notices sent by one party to the other party according to the requirements of this contract, documents exchanged by the parties, notices and requirements related to this contract, etc. It must be in writing and can be delivered by _ _ _ _ _ _ (letter, fax, telegram, face-to-face delivery, etc.). ). If the above methods cannot be delivered, you can take the form of announcement. 2. The mailing addresses of all parties are as follows: 3. If one party changes its notice or mailing address, it shall notify the other party in writing within _ _ _ _ _ _ days from the date of change. Otherwise, the uninformed party shall bear the relevant responsibilities arising therefrom. Article 19 Modification of the Contract During the performance of this contract, if either party needs to modify this contract due to special circumstances, it is required that the modifying party shall notify the other party in writing in time. After obtaining the consent of the other party, each party shall sign a written change agreement within the specified time limit (within _ _ _ _ _ days after the written notice is issued), which will become an integral part of the contract. Without a written document signed by all parties, either party has no right to change this contract, otherwise, the economic losses caused to the other party shall be borne by the responsible party. Article 20 settlement of disputes. This contract shall be governed by and construed in accordance with the laws of People's Republic of China (PRC). 2. Disputes arising from the performance of this contract shall be settled through negotiation by all parties, or mediated by relevant departments; If negotiation or mediation fails, it shall be settled in the following _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ (2) bring a lawsuit to the people's court according to law. Article 21 Force Majeure 1 If either party to this contract fails to perform all or part of its obligations under this contract due to force majeure, the performance of this obligation shall be suspended during the period when the force majeure prevents it from performing its obligations. 2. The party claiming to be affected by the force majeure event shall notify the other party of the occurrence of the force majeure event in writing within the shortest possible time, and provide the other party with appropriate evidence about the force majeure event and its duration and written materials that the contract cannot be performed or needs to be postponed within _ _ _ _ days after the occurrence of the force majeure event. The party claiming that the performance of this contract is objectively impossible or unrealistic due to force majeure events has the responsibility to make every reasonable effort to eliminate or mitigate the impact of such force majeure events. 3. In case of force majeure, all parties shall immediately decide how to implement this contract through friendly negotiation. After the force majeure event or its influence is terminated or eliminated, each party shall immediately resume its obligations under this contract. If the force majeure and its influence cannot be terminated or eliminated, so that either party to the contract loses the ability to continue to perform the contract, both parties may terminate the contract through consultation or temporarily postpone the performance of the contract, and the party suffering from the force majeure shall not be responsible for this. If force majeure occurs after the delay in performance, the parties concerned cannot be exempted from their responsibilities. 4. The term "force majeure" as mentioned in this contract refers to any event that is beyond the reasonable control of the affected party, unpredictable, inevitable and insurmountable even if it can be predicted, and appears after the signing date of this contract, making it objectively impossible or unrealistic for this party to perform all or part of this contract. These events include, but are not limited to, natural disasters such as floods, fires, droughts, typhoons and earthquakes, as well as social events such as wars (whether war is declared or not), riots, strikes, government actions or legal provisions. Article 22 Interpretation of the Contract If the matters not covered in this contract or the contents of the clauses are unclear, the parties to the contract may make a reasonable interpretation of this contract according to the principles, purposes, trading habits and contents of relevant clauses of this contract. This interpretation is binding unless it conflicts with the law or this contract. Article 23 Supplements and annexes Matters not covered in this contract shall be implemented in accordance with relevant laws and regulations. Where there are no provisions in laws and regulations, Party A, Party B and Party C may reach a written supplementary contract. The annexes and supplementary contracts of this contract are an integral part of this contract and have the same legal effect as this contract. Article 24 The validity of a contract is 1. This contract shall come into effect as of the date when both parties or their legal representatives or their authorized representatives sign and affix the official seal or special seal for the contract. 2. This Agreement is dated _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _. The annexes and supplementary contracts of this contract are an integral part of this contract and have the same legal effect as this contract. Legal representative (signature): _ _ _ _ _ _ Legal representative (signature): entrusted agent (signature): _ _ _ _ _ _ entrusted agent (signature) : Signature place: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _