Shareholding Agreement 1 Party A:
On behalf of:
Address:
Telephone:
Party B:
On behalf of:
Address:
Telephone:
According to the provisions of relevant laws in People's Republic of China (PRC), the two parties have reached the following agreement on the establishment of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _:
Chapter I: Name, domicile and legal representative of the company
Rule number one. Company name: _ _ _ _ _ _ Limited liability company.
Article 2. Company domicile:
Article 3. Legal representative:
Chapter II Business Scope of the Company:
Article 3. Business scope of the company: _ _ _ _ _ _ _ _ _ _ _ _
Chapter III: Registered Capital of the Company
Article 4. The registered capital of the company is RMB _ _ _ _ _ _.
Chapter IV: Names of Shareholders
Article 5. The names of shareholders are as follows:
Shareholders: _ _ _ _ _ _; ID number: _ _ _ _ _ _; Address: _ _ _ _ _ _.
Shareholders: _ _ _ _ _ _; ID number: _ _ _ _ _ _; Address: _ _ _ _ _ _.
Chapter V: The mode, amount and time of contribution by shareholders.
Article 6. Shareholders shall contribute capital in RMB.
Article 7 The mode, amount and time of contribution of shareholders are as follows:
Shareholder: _ _ _ _ _ _ Contribution: _ _ _ _ _ _ Yuan (that is, _ _% of the total investment) shall be paid in one lump sum.
Shareholder: _ _ _ Contribution: _ _ _ Yuan (i.e. _% of the total investment). Implement a one-time payment.
Chapter VI: Rights and obligations of both parties
Article 8 As shareholders of the Company, Party A and Party B shall enjoy the following rights:
(1) To participate in or elect representatives to participate in the shareholders' meeting and exercise voting rights in proportion to the capital contribution.
(2) Understand the operation and financial status of the company.
(3) Obtaining and distributing the company's profits according to law.
(4) Obtaining dividends and transferring capital contributions in accordance with laws, regulations and the Articles of Association.
(5) Give priority to purchase the capital contribution transferred by other shareholders.
(6) Give priority to subscribe for the company's newly-increased capital.
(7) After the termination of the company, the remaining property of the company shall be owned by the public according to law.
(eight) have the right to consult the minutes of the shareholders' meeting and the company's financial and accounting reports.
(9) Other relevant rights.
Article 9 Obligations of both parties
(1) Abide by the Articles of Association.
(2) Pay the subscribed capital contribution on schedule.
(3) Be responsible for the company's debts to the extent of the subscribed capital contribution.
(4) After the establishment of the company, investors shall not withdraw their capital contribution from the joint investment.
(5) Shareholders shall not transfer or dispose of the company's property without authorization.
(VI) Shareholders are obliged to report the operation and financial status of joint investment to other shareholders.
(7) Other relevant obligations.
Chapter VII: Corporate Affairs Execution
Shareholders shall conduct their daily affairs from the perspective of benefiting the company, but the following matters shall be valid only with the consent of all shareholders:
(1) To decide on the company's business plan and investment plan.
(2) To formulate the company's annual financial budget and final accounts.
(3) Formulate the company's profit distribution plan and loss compensation plan.
(4) To formulate plans for the company to increase or decrease its registered capital and issue corporate bonds.
(5) To formulate plans for the merger, division, dissolution or change of corporate form of the company.
(VI) Deciding on the establishment of the company's internal management organization.
(VII) To decide on the appointment or dismissal of the company manager and their remuneration, and to decide on the appointment or dismissal of the company's deputy manager and financial officer and their remuneration according to the nomination of the manager.
(8) To formulate the basic management system of the company.
(9) Other related matters.
Chapter VIII: Share Transfer of the Company
(1) The shares held by the company shall not be transferred within one year from the date of registration.
(2) Shareholders of a limited liability company may transfer their shares to each other; When a shareholder transfers its equity to a person other than the shareholder, it shall notify other shareholders. If the shareholder transfers the equity without notice, the transfer is invalid, and the losses caused thereby shall be borne by the transferor.
(3) Shareholders shall notify other shareholders in writing of the transfer of equity and obtain their consent. 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. With the consent of shareholders, under the same conditions, other shareholders have the priority to receive the equity.
(four) other circumstances that should be implemented according to law.
Chapter IX: Legal Liability Matters
(1) When the limited company cannot be established, the debts and expenses arising from the establishment shall be shared according to the proportion of capital contributions made by Party A and Party B; At the beginning of its establishment, before the company enters the normal operation period, the living expenses incurred in the name of the company shall be borne by the parties alone.
(2) The income generated by the shareholders' execution of the company's firm belongs to the company, and the expenses, losses or civil liabilities incurred shall be borne by the limited company.
(3) Shareholders who have caused losses to investors due to intentional, gross negligence or failure to abide by this Agreement shall bear corresponding liability for compensation.
(4) Party A and Party B may raise objections to the execution of the transaction, and the execution of the transaction will be suspended when they raise objections.
(5) Shareholders shall abide by the relevant laws of the state and shall not engage in illegal activities in the name of the company, resulting in economic losses. The actor shall be liable for compensation to other investors, and the civil or criminal liability caused by the actor shall be borne by himself.
Chapter X: Liability for Breach of Contract
In order to ensure the actual performance of the agreement, both parties voluntarily provide all guarantees provided to other investors. Both parties promise that if they breach the contract and cause losses to other investors, they will bear the liability for breach of contract with the above-mentioned property.
Chapter I XI: Other Matters
(1) For matters not covered in this agreement, Party A and Party B shall reach an agreement through equal, reasonable and friendly negotiation in the interests of the company and reach a supplementary agreement.
(II) This Agreement shall come into effect after being signed and sealed by the representatives of Party A and Party B, and this Agreement shall come into effect on _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
(3) The cooperation period of both parties is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Party A (signature and seal):
Representative (signature):
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Party B (signature and seal):
Representative (signature):
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Article 2 of the shareholding agreement Party A (the original shareholder of the company): _ _ _ _ _
ID number:
Party B (new investor): _ _ _ _
ID number:
* * * (Beijing XX Company (hereinafter referred to as the "Company") was legally established on _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
After full consultation, Party A and Party B have reached the following agreement for their compliance.
1. Party A and Party B agree to invest in the shares of the Company when this Agreement is signed, and agree to all the business activities and survival value of the Company at this time.
2. Party B has invested RMB 5 million in the company.
3. After Party B's investment, both parties agree to make the following adjustments to the company's equity structure:
As the original shareholder, Party A retains 45% of the company's shares;
Party B obtains 35% of the shares of the company;
The company's R&D and management team acquired a 20% stake in the company.
4. After Party B completes the capital contribution, it shall go through the formalities for changing the Articles of Association.
5. After completing the capital contribution, Party B will enjoy the corresponding rights and obligations and perform the duties of shareholders in accordance with the Company Law, Civil Code, Articles of Association and other laws and regulations.
6. Party B's investment funds can be paid in installments. The first RMB 2 million was credited to the company account before June 15, and the second RMB 3 million was credited to the company account before September 15.
7. After Party B completes the capital contribution, it shall immediately go through all legal procedures. If Party B fails to complete the capital contribution within the term of this agreement, it will be regarded as a breach of contract, and Party A has the right to terminate the cooperation, and Party B's shares will be reduced accordingly according to the actually completed capital contribution.
8. If Party B completes the capital contribution within the specified time limit, Party A shall not violate this Agreement, and must cooperate with the corresponding procedures for changing the Articles of Association and recognize the rights of Party B's legitimate shareholders.
9. Other cases of breach of contract shall be settled by both parties through friendly negotiation.
10. This agreement is made in quadruplicate, with Party A and Party B holding one copy respectively, and the other two copies are reported to the industry and commerce for reference, and will take effect immediately after being signed by both parties.
165438+
Party A: _ _ _ Party B:
Authorized representative: _ _ _ Authorized representative:
Date of signing: _ _ _ Date of signing:
Article 3 of the Share Purchase Agreement Party A: Mr. (or Ms., the same below)
Party B:
On the basis of mutual trust, mutual respect and mutual benefit, Party A and Mr. _ _ _ _ (hereinafter referred to as Party B) have reached the following cooperation agreement through friendly negotiation:
1. On the premise of meeting the common interests of both parties, Party A and Party B voluntarily form a strategic partnership on the cooperation of enterprise management consulting business, and Party B provides business resources for Party A to help Party A promote its business and performance, so as to achieve a win-win situation for both parties and customers.
2. When providing business opportunities for Party A, Party B shall strictly keep the business secrets of Party A and its customers, and shall not damage Party A's business reputation by revealing the business secrets of Party A or its customers for its own reasons.
3. When accepting the business opportunities provided by Party B, Party A should act according to its own strength. When it is really impossible to implement or difficult to grasp, Party A shall openly inform Party B of its understanding or assistance, and shall not make a hasty commitment in case it is impossible to implement, thus damaging Party B's customer relationship.
Four. If Party B provides Party A with business opportunities for enterprise management consulting and helps to realize them, Party A shall pay corresponding information resource fees. The amount of fees paid depends on the role played by Party B in the process of business achievement and execution. In principle, it shall be implemented according to a certain proportion of the actual cost, and the payment shall be made according to the actual payment stage and amount, specifically within a few working days after each payment.
Verb (abbreviation of verb) liability for breach of contract:
1. In the course of business execution, if the business reputation or customer relationship between the partner and the customer is damaged due to its own reasons, the injured party may unilaterally terminate the cooperation relationship immediately and demand certain economic compensation. At the same time, the injured party can no longer pay the relevant expenses that should be paid in the unfinished business, and the injured party should continue to fulfill its payment obligations.
2. If Party A fails to pay the information resource fee to Party B as agreed, it shall increase the payable amount by 5% for each day overdue until it is paid in full.
6. Dispute settlement: If there is any dispute, both parties shall actively negotiate to solve it; If negotiation fails, the injured party may apply to Hangzhou Arbitration Commission for arbitration.
Seven. The term of validity of this agreement is tentatively set at 1 year, counting from the date when the representatives of both parties (Party B is himself) sign it, that is, from year to year. After the expiration of this agreement, Party A shall continue to pay the unpaid information resource fees according to this agreement.
Eight, after the expiration of this agreement, the two sides did not propose to terminate the agreement, as both sides agreed to continue cooperation, this agreement continues to be valid, can be extended for one year, no renewal.
Nine. During the execution of this agreement, if both parties think it necessary to supplement or change it, they can sign a supplementary agreement. The supplementary agreement has the same legal effect. If the supplementary agreement is inconsistent with this agreement, the supplementary agreement shall prevail.
X. this agreement shall come into force after being sealed by both parties. This agreement is made in duplicate, each party holds one copy, which has the same legal effect.
Party A: Mr. (or Ms.)
Party B: Mr. (or Ms.)
(official seal)
Signature of representative: xxx Signature: xxx
Signing place: xxx
Date of signature: xx, xx, XX.
Article 4 of the shareholding agreement Party A (technical shareholder):
Party B (regional partner):
According to the relevant provisions of the Contract Law of People's Republic of China (PRC), through friendly negotiation between Party A and Party B, and based on the principle of long-term equal cooperation and mutual benefit, in order to realize the direct alliance between technology research and development and market operation, and create good economic and social benefits, the following agreement is reached on the joint operation of the Health Pavilion by means of technology shares and commission on output value:
I. Purpose of cooperation
Promote the industrialization of science and technology, make full use of the extensive advantages of market resources of both parties and give full play to the ability of Party B's business platform, realize the direct alliance between health medical technology research and development and market operation, and win social and economic benefits.
Second, the basic situation of the proposed health pavilion:
1. Name of health pavilion: _ _ _ _ _ _ _
2. Organization form: cooperative operation _ _ _ _
3. Registered capital: _ _ _ _ _ _
4. Place of registration: _ _ _ _ _ _
Three. Functions and cooperation business scope
1. Health care management services: "XX access" and "X conditioning";
2. Lectures on health topics;
3. Related products (drugs, movies, books and other business products) extended for the characteristic operation of "five links" and "one conditioning";
4. Franchise development and membership management;
5. Health care online shop operation.
Four. Term, conditions and methods of cooperation
1. On the basis of existing marketing network and social resources, both parties will further develop market potential and gradually form a standardized nationwide marketing network.
2. Party B collects and undertakes the development projects of enterprise application software and hardware according to social needs.
3. Party A uses its own technical development strength to develop projects newly undertaken by Party B or projects established by both parties.
4. Party A shall cooperate with Party B to provide technical consultation and technical support in the process of business development.
5. The cooperation period of technical projects provided by Party A is years, from the date of 20 years to the date of 20 years. During the cooperation period, Party A will waive Party B's technology transfer fee, take technology as a share, and provide a cooperation deposit of RMB 10000.
Verb (abbreviation of verb) Rights and obligations of both parties.
1. The cooperative medical center is a project jointly planned and developed by both parties, and its ownership belongs to both parties.
2. In the process of cooperation, Party A and Party B have no right to interfere in the internal management of the other enterprise.
3. In the process of cooperative operation, both parties should be honest with each other, strengthen mutual communication and joint management.
(1) Party A's responsibilities:
1. Party A authorizes Party B to exclusively operate the health pavilion project, and allows Party B to expand production or set up a health pavilion branch (company). Its marketing right: it can be carried out nationwide.
2. Party A is specifically responsible for new product development, technology research and development and guidance, professional knowledge lectures, staff training, assisting in marketing, and compiling health information (books).
3. Party A shall fully submit to Party B the purchased products and materials used in the health center and the quantity required for product development, and make financial disclosure. Party A shall not do anything that harms the interests of Party A..
4. During the cooperation period, Party B is allowed to use the inventor's patent right, and the use method must be approved by Party A. ..
5. During the cooperation period, if Party A's technical problems fail to generate economic and social benefits within one year, resulting in long-term losses, Party A's deposit will be used to make up for the loss of Party B's investment.
6. Party A has the right to supervise and check its operation and financial status at any time.
(II) Party B's responsibilities
1. Party B is responsible for business premises, industrial and commercial, tax management procedures and necessary start-up funds, providing premises, business equipment, personnel, water and electricity facilities, start-up funds and expanded production funds. Start-up funds (including equipment, personnel recruitment and prophase)
Material cost) not less than ten thousand yuan. All expenses incurred in the course of operation shall be borne by the cooperative medical center alone, and the insufficient part shall be supplemented by the funds advanced by Party B..
2. Party B shall complete the lease of business premises, the matching of equipment and water and electricity, the recruitment of personnel and the arrival of start-up funds within 60 days after the agreement comes into effect.
3. During the cooperation with Party A, Party B has the right to ask Party A to continuously innovate and improve products, and the improved technology (new product) shall first undergo market evaluation and pass relevant argumentation.
4. Party B is fully responsible for the operation and management of the health center, and fully supports Party A to develop new products and technologies.
Fairness of intransitive verbs and income distribution
The health pavilion is jointly developed and operated by both parties, and the price standard of operation management and marketing is determined by both parties through consultation.
1. According to the relevant national technical cooperation regulations, during the cooperative operation period, Party A and Party B shall determine the equity according to the after-tax profit of 4: 6, and divide it according to this ratio, in which Party A accounts for 40% and Party B accounts for 60%.
2. The initial operating income after the official opening will not generate profit or loss. If the income can't pay the going concern expenses, it will no longer be borne by Party B independently, but will be shared by both parties according to the equity ratio.
3. During the cooperation period, the property and rights accumulated by the cooperative medical center are cooperative property of cooperative operation. Before the term of cooperation expires, the cooperative property shall not be liquidated or divided.
4. After the expiration of the cooperation period, if both parties intend to continue cooperation, both parties shall re-sign the cooperation agreement according to the current market situation.
5. During the operation period, 5% of the after-tax profit of the cooperative health center will be used as the common reserve fund, which will be used for expenses such as expanding reproduction, changing partners, increasing investment, redecorating and updating, and making up losses. Then 5% of the public welfare fund is used for the welfare expenses of partners and employees. After the formal use or cooperation expires, the remaining provident fund and public welfare fund shall be divided through consultation according to the proportion of capital contributions made by both parties. Provident fund or public welfare fund is not a statutory withdrawal item.
6. The expenses involved in the preparation and operation of the health hall are classified as the operating cost of the health hall.
7. Party A who conducts business management shall report the implementation of business management and the operation and financial status of cooperative medical center to Party B who does not participate in business management. In order to understand the operation and financial situation of the cooperative medical center, any party has the right to consult the financial books of the cooperative medical center, and the operation and management must be transparent.
8. Party B who does not participate in the operation and management of the cooperative medical center has the right to supervise the other party and check the implementation of its cooperative operation and management.
9. The loss of the health center shall be borne by the partners in proportion to their capital contribution.
Seven, the following matters, should be agreed by both parties, make a decision (can be agreed):
1. Change the name of the cooperative medical center;
2. Dispose of the real estate of the cooperative medical center;
3. Transfer or dispose of the intellectual property rights and other property rights of the health center;
4. Apply to the registration authority for change of registration;
5. Providing guarantee for others in the name of cooperative medical center;
6. When either party transfers the right of cooperation to the successor or another third party, it must be examined and agreed by the other party, and the other party has priority. Otherwise, you can only choose to quit unconditionally.
8. Withdraw from cooperation or terminate the contract.
1. Quit cooperation. Either party shall not quit without special reasons (such as personal accident and incapacity). When withdrawing shares, the heir shall bear the creditor's rights and debts during the operation period.
2. In case of withdrawal due to poor management, except for the original share invested by Party B, the property accumulated during the cooperation period shall not be divided and owned by the Health Center (the original share invested by Party B belongs to Party B), and the creditor's rights and debts due to poor management shall be borne before withdrawal.
3. When the cooperation expires or the contract must be terminated (such as the business license is revoked, the cooperative medical center is ordered to close, cancel or declare bankruptcy), the cooperative medical center will divide the property in currency (or agreed physical objects) after settlement.
Nine. Privacy Policy
1. All information, special technology and project planning and design provided by Party A and Party B shall be kept strictly confidential and can only be used within the business scope of the cooperative health center.
2. All personnel of Party A and Party B and the personnel of R&D team will sign a confidentiality agreement with the cooperative medical center to ensure that the confidential information and special technologies they come into contact with during their work in R&D are kept confidential.
3. All materials related to the project and funds provided by Party A and Party B, including but not limited to capital operation plan, financial information, customer list, business decision, project design, fund raising, technical data and project business plan, are confidential.
Any act of providing confidential contents to a third party directly, indirectly, orally or in writing without the written consent of both parties is a leak.
X. liability for breach of contract
1. After signing the contract, Party A shall fully cooperate with the preparation and operation of the health center, and shall not use the patented technology for other purposes, and shall not quit halfway without Party B's permission.
2. If Party B fails to complete the project preparation and start business on time after receiving the deposit from Party A, Party B shall bear all economic losses and return the deposit from Party A. ..
3. Without Party B's permission, Party A shall not open a health pavilion branch, otherwise the deposit will not be refunded after the cooperation expires.
4. During the cooperation period, due to Party A's technical problems, it was unable to support the operation of the health center for a long time, resulting in losses. Upon dissolution, Party A's deposit will be used to reduce or make up for the loss of Party B's investment.
XI。 others
1. After the cooperation expires, Party A will no longer entrust, participate in shares and sell, and Party B shall return the deposit of 1 10,000 yuan to Party A. If the cooperation continues, the mode of cooperation will be discussed separately.
2. After the expiration of the cooperation period, if Party B continues to use Party A's patents, Party B shall pay a certain royalty to Party A, and the standard shall be discussed separately.
3. Any dispute arising from the execution of this Agreement between Party A and Party B can be settled through friendly negotiation. If mediation fails, it may be submitted to relevant arbitration institutions for arbitration.
4. This agreement shall come into effect as of the date of signature by both parties. For matters not covered, both parties shall sign a supplementary agreement through consultation, and the supplementary agreement shall have the same legal effect as this agreement.
Attachment: copy of Party A's patent technology-related certification approval.
Party A: Party B:
PatentNo.: Company Name:
ID number: Representative:
Tel: Tel:
Date of signing: 20 years.