Both parties: According to the Company Law of People's Republic of China (PRC), the Contract Law of People's Republic of China (PRC) and other laws, through friendly negotiation, all parties agree to apply for the establishment of a limited liability company by voluntary contribution, and sign this agreement at the place of, as follows:
Article 1 The name and domicile of the limited company to be established
1. 1 The name of the limited liability company applied for establishment is: limited liability company (tentative name, subject to the name finally approved by the company registration authority).
1.2 co., ltd. Address: Article 2 Business Scope 2. 1. (subject to the business scope approved by the company registration authority)
Article 3 Organization Form 3. 1 The organization form is a limited liability company, and each party to the agreement shall be liable to the limited company within the limit of its capital contribution, and the limited company shall be liable to its debts with all its assets.
Article 4 Management Form 4. 1 As investors, each party to the agreement enjoys the owner's right to benefit from assets, make major decisions and choose managers according to the investment situation of the limited company;
4.2 The parties to the agreement shall exercise the business decision-making power over the Company in accordance with the Articles of Association, and shall not illegally interfere with the normal production and business activities of the Company;
4.3 The company enjoys civil rights independently and bears civil liabilities according to law, and the company operates independently and is responsible for its own profits and losses according to law with all its corporate property;
4.4 The Company implements an internal management system with clear responsibilities, scientific management and combination of incentives and constraints.
Article 5 The registered capital of the joint venture company is RMB 5,654,380+0 million, which shall be contributed by all parties to the agreement in the form of (cash/in-kind/patent/land use right). 5.2 The proportion and mode of contribution of all shareholders of the Company are as follows:
Zhang XX, male, born on 19XX, Han nationality, ID number:130xxxxxxxxxxxxx, contributed RMB XX million in cash, accounting for XX %； of the registered capital; Zhao XX, male, born on XX 19XX, Han nationality, ID number:130xxxxxxxxxxxxx, contributed RMB 10,000 by discounting the house, accounting for XX %； of the registered capital; XX Company, with registered capital of XX million yuan and legal representative of XXX, contributed XX million yuan in cash, accounting for XX %； of the registered capital; Article 6 Payment of capital contribution
6. After1company name is approved and registered in advance, a temporary company account will be opened in the bank. All parties to the agreement shall deposit the monetary contribution in full into the temporary account of the company within 5 days after the company opens the temporary account.
6.2 If the investment is made in kind, land use right or patented technology, both parties of the agreement shall employ * * * to evaluate the price with an approved evaluation agency, and the evaluation fee shall be borne by the investor/included in the company establishment fee.
The price evaluation should be completed before the year, month and day, and the evaluation results should be provided.
6.3 Within 10 days after all parties to the agreement have paid their capital contributions to the joint venture company, they shall apply to a statutory capital verification institution for capital verification and issue a capital verification certificate.
6.4 The parties to the agreement agree that before the Company obtains the Business License for Enterprise as a Legal Person, neither party may use or withdraw all the capital contribution; After obtaining the Business License of Enterprise as a Legal Person, the use of the above-mentioned capital contribution shall be approved by the board of directors of the company before it can be used for purposes related to the company.
6.5 From the effective date of this Agreement to the date when the Company obtains the Business License of Enterprise as a Legal Person, if any party seriously violates this Agreement, thus the purpose of this Agreement cannot be achieved or this Agreement cannot be performed, the observant party has the right to dissolve this Agreement and recover its capital contribution, and the defaulting party shall compensate the observant party for the losses thus incurred.
Article 7 Preparatory Committee 7. 1 The parties agree to set up a preparatory committee to be responsible for the company's preparatory work. The Preparatory Committee consists of 100 people, who are responsible for it. The functions and powers of the Preparatory Committee are as follows: (1) Drafting and submitting all kinds of application reports and documents required for the establishment of the company;
(2) Be responsible for the financial management during the preparation of the company; (3) soliciting manuscripts; (3) Preparing and convening the company's founding meeting and the first shareholders' meeting, and reporting the company's formation to the meeting; (4) In case of major problems, it is suggested that all parties to the agreement hold a meeting to discuss; (five) choose accounting firms, law firms and other intermediaries to assist them in financial audit, evaluation, capital verification and drafting of legal documents;
7.2 The Preparatory Committee has the obligation of honesty and diligence for the preparation of the company. The reasonable expenses incurred by the Preparatory Committee for the preparation of the company shall be shared by the parties to the agreement in proportion to their capital contribution.
7.3 After the Company obtains the Business License for Enterprise as a Legal Person, the work of the Preparatory Committee will automatically terminate.
Article 8 Responsibility assumption
8. 1 When the company cannot be established, all parties to the agreement shall be jointly and severally liable for the debts and expenses arising from the establishment of the company;
8.2 In the process of establishing the company, if the interests of the company or other parties to the agreement are damaged due to the fault of any party, it shall bear the corresponding liability for compensation.
8.3 If the signatory fails to pay the subscribed capital contribution as agreed, it shall be liable for breach of contract to the signatory who has paid the capital contribution in full. .
Article 9 Other agreements
9. 1 If the application for the establishment of a company can no longer reflect the original intention of the parties, the application for the establishment of a company can be stopped with the unanimous consent of all parties, and the expenses incurred shall be borne by all parties in proportion to their capital contribution.
9.2 All disputes arising from the execution of this Agreement shall be settled by both parties through friendly negotiation based on the principle of mutual benefit. If the dispute cannot be settled within 30 days after negotiation, either party has the right to apply to the Arbitration Commission for arbitration.
9.3 If the contents of this Agreement are inconsistent with the effective Articles of Association, the Articles of Association shall prevail.
Article 10 Supplementary Provisions
10. 1 For matters not covered in this agreement or other matters related to this agreement, all parties shall settle them through consultation and sign a written supplementary agreement separately, which has the same legal effect as this agreement.
10.2 this agreement shall come into force as of the date of signature or seal by all parties.
10.3 this agreement is made in duplicate, with each party holding one copy, with the same legal effect.
The agreement is reached by: