Party A: _ _ _ _ _ _ _ _ _ _ _ Party B: _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Article 1 * * * Party A, Party B and Party C agree that the company established by both parties (hereinafter referred to as "the company") will be the main investor of this project. Contribution of each party: Party A accounts for _ _ _ _ _% of the total contribution; Party B accounts for _ _ _ _% of the total investment. Party C accounts for% of the total investment.
Article 2 Profit Sharing and Loss Sharing * * * Share the profits and losses of * * * with investors according to the proportion of their capital contribution to the total capital contribution. * * * An investor shall be liable for the same investment to the extent of its capital contribution, and an investor shall be liable for a joint stock limited company to the extent of its total capital contribution. * * * Shares contributed by the same investor and their aquaculture products * * * are owned by the same investor in proportion to their contribution. * * * After the shares of the same investor in a joint stock limited company are transferred, each * * * same investor has the right to acquire the property in proportion to its capital contribution.
Article 3 Business execution
1, * * * The investor entrusts Party A to represent all * * * and perform the daily affairs of * * * together with the investor, including but not limited to:
(1) Exercising and fulfilling the rights and obligations as a promoter of a joint stock limited company at the stage of its establishment;
(two) after the establishment of the joint stock company, exercise the rights of shareholders of the joint stock company and perform corresponding obligations;
(3) Collect the results of joint investment and dispose of them in accordance with the relevant provisions of this Agreement;
2. Other investors have the right to check the implementation of daily affairs, and Party A has the obligation to report the operating status and financial status of the joint investment to other investors;
3. The profits generated by Party A's implementation of the * * * joint investment firm shall be owned by the * * * co-investor, and the losses or civil liabilities incurred shall be borne by the * * * co-investor;
4. If Party A causes losses to other investors due to negligence or non-compliance with this agreement when performing affairs, it shall be liable for compensation;
5.* * * The same investor 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 all investors.
6. The following joint investment matters must be agreed by all joint investors:
(1) Transfer the shares invested by * * * in a joint stock limited company;
(2) Pledge with the above shares;
(3) Change the executor of the transaction.
Article 4 Transfer of investment
1. When * * * investors transfer all or part of their investment in * * * joint investment to people other than * * * joint investors, they must obtain the consent of all * * * joint investors;
2. When * * * transfers all or part of its investment with investors, it shall notify other * * * and investors;
3. If the same * * * investor transfers its capital contribution according to law, under the same conditions, other * * * investors have the priority to be transferred.
Article 5 Other rights and obligations
1. Party A and other * * * investors shall not transfer or dispose of the shares invested by * * * without authorization;
2.* * * Within three years from the date of registration of a joint stock limited company, the same investor may not transfer its shares and capital contribution;
3. After the establishment of a joint stock limited company, no * * * co-investor may withdraw its capital contribution from the * * * joint investment;
4. When a joint stock limited company cannot be established, the debts and expenses arising from the establishment shall be shared according to the proportion of capital contribution of each investor.
Article 6 Liability for breach of contract In order to ensure the actual performance of this agreement, Party A voluntarily provides all its guarantees to other investors. Party A promises to bear the liability for breach of contract to other investors with the above-mentioned property in case its breach of contract causes losses to other investors.
Article 7 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 made in duplicate, with each investor holding one copy.
Party A (signature) _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Party B (signature) _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Party C (signature) _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
legal ground
Article 68 of the Partnership Enterprise Law, a limited partner shall not represent the limited partnership enterprise externally without performing partnership affairs.
The following acts of a limited partner shall not be regarded as the execution of partnership affairs:
(a) to participate in the decision of the general partner to join or withdraw from the partnership;
(two) to make suggestions on the management of enterprises;
(three) to participate in the selection of accounting firms to undertake the audit business of limited partnership enterprises;
(4) Obtaining the audited financial and accounting reports of the limited partnership enterprise;
(five) to consult the financial accounting books and other financial materials of the limited partnership enterprise in cases involving their own interests;
(six) when the interests of the limited partnership are infringed, claim rights or bring a lawsuit to the responsible partner;
(seven) when the executive partner fails to exercise his rights, urge him to exercise his rights or bring a lawsuit for the interests of the enterprise in his own name;
(eight) to provide guarantees for enterprises according to law.