Partnership Agreement

Article 1 The Agreement shall be concluded by consensus in accordance with the relevant provisions of the General Principles of the Civil Law and the Law of the Partnership Enterprise of the People's Republic of China and the Measures for the Administration of the Registration of Partnership Enterprises of the People's Republic of China.

Article 2 The enterprise is a partnership enterprise and is a joint business entity voluntarily formed according to the agreement. Partners are willing to abide by relevant state laws, regulations, rules, pay taxes according to law, and abide by the law.

Article 3 If the provisions of this Agreement are inconsistent with laws, regulations and rules, the provisions of laws, regulations and rules shall prevail.

Article 4 Name of the enterprise:

Article 5 Main business premises:

Article 6 Purpose of the partnership: co-financing, jointly establishing, sharing risks, sharing benefits

Article 7 Business scope:

Article 8 Name, Name and Residence of the Partner

Name

Responsibility

residence

Article 9 The amount of capital contributed by the partner or actually paid, the time limit for payment, and the method of capital contribution:

Name

Subscription capital contribution

Actual contribution

Instalment payment

Payment deadline

type of investment

Evaluation method

total

Article 10: Profit Distribution and Loss Sharing Methods

1. The profits and losses of the enterprise shall be distributed and shared by the partners in accordance with the following proportions:

2. During the existence of the partnership, the partners may increase the capital contribution to the partnership in accordance with the agreement of the partnership agreement or the decision of all partners to expand the scale of operations or make up for losses.

3. The specific plan for the profit distribution or loss sharing of the enterprise during the year or for a certain period of time shall be decided by all partners.

Article 11: Implementation of partnership business

1. All partners entrust partners as executive partners, and other partners no longer perform partnership business. A partner who does not participate in the execution of the affairs has the right to supervise the partner who performs the transaction and check the execution of the partnership business. The executive partner shall regularly report the execution of the transaction and the operation of the partnership and other partners who do not participate in the execution. The financial situation, the income generated by the execution of the partnership business belongs to the partnership enterprise, and the losses or civil liabilities incurred are borne by the partnership enterprise.

2. The partnership enterprise handles the change, cancels the registration, establishes the branch office, and the liquidation group files the record. The modification of the partnership agreement shall be unanimously agreed by all partners, except as otherwise stipulated by laws and regulations and this Agreement.

Article 12: Conditions and selection procedures for executive partners; licensing and default procedures; delisting conditions and replacement procedures.

1. The executive partner is elected by all partners and shall meet the following conditions:

Paying on time, paying unlimited joint liability for the debts of the partnership; having full capacity for civil conduct; no criminal record, no bad business records.

2. Execution of the transaction partner's permission and default treatment.

The executive partner is responsible for the day-to-day operations of the company and externally represents the partnership. If the executing partner does not comply with the partnership agreement or the decision of the entire partner to cause the breach of contract, the executing partner shall compensate the losses caused by the other partners.

3. Execution of the partner's delisting conditions and replacement procedures.

An executive partner may, in the event of one of the following circumstances, agree to remove him and, with the unanimous consent of the other partners, recommend a new executive partner:

Failure to fulfill the capital contribution obligation on time;

Significant significant losses to the partnership due to intentional or gross negligence;

When the partnership is executed, the partnership agreement is seriously violated and there is improper conduct.

The delisting resolution of the executive partner shall be notified in writing to the delisted person. Upon the date of receipt of the delisting notice, the delisted person shall be delisted and the delisted person shall be removed from the partnership.

If the delisted person disagrees with the delisting resolution, he may sue the people's court within 30 days from the date of receiving the de-listing notice.

Article 13: Joining, retreating

1. When a new partner enters the company, with the consent of all partners, a written agreement is concluded in accordance with the law. When entering into a written agreement, the original partner informs the new partner of the business and property status of the partnership.

2. The new partner has the same rights as the original partner and assumes the same responsibility. The newly-participated general partner shall bear unlimited joint liability for the debts of the partnership enterprise before the occupation; the newly-joined limited partners shall be liable for the debts of the partnership enterprise before the occupation.

3. In one of the following circumstances, the partner can withdraw from the partnership:

1 The occurrence of the partnership agreement as stipulated in the partnership agreement;

2 With the consent of all partners, withdraw from the partnership;

3 The reason why it is difficult for partners to continue to participate in the partnership;

4 Other partners have seriously violated the obligations stipulated in the partnership agreement.

A partner may withdraw from the partnership without adversely affecting the execution of the partnership, but should notify the other partners 30 days in advance.

If a partner violates Article 45 of the Partnership Enterprise Law and withdraws from the provisions of Article 46, he shall compensate for the losses caused to the partnership enterprise.

The partner has one of the following circumstances, of course, withdrawing from the partnership:

The natural person who is a partner dies or is declared dead by law;

Individual loss of solvency;

A legal person or other organization as a partner is revoked business license according to law, ordered to close or revoke, or be declared bankrupt;

The law stipulates or the partnership agreement stipulates that the partner must have relevant qualifications and lose the qualification;

The share of the property of the partner in the partnership is enforced by the people's court.

4, limited partner occupation, withdrawal conditions, procedures and related responsibilities

When a limited partner enters the company, a written agreement is entered into with the consent of all partners. The newly-joined limited partners shall be liable for the debts of the limited partnership before the occupation, subject to the amount of their contributions. If the limited partner meets the conditions of paragraph 3 of this article, he may withdraw from the partnership.

5. If the partner has one of the circumstances as stipulated in Article 49 of the Partnership Enterprise Law, it may be decided to remove it by the unanimous consent of other partners.

The delisting resolution of the partner shall be notified in writing to the delisted person. When the delisted person receives the notice of delisting, the delisting takes effect and the delisted person withdraws. If the delisted person disagrees with the delisting resolution, he may sue the people's court within 30 days from the date of receiving the de-listing notice.

6. If the natural person who is a general partner dies or is declared guilty of death according to law, the heir to the partner’s share of the property in the partnership shall, with the unanimous consent of the other partners, obtain the partnership from the date of inheritance. Partner qualification of the company. When a natural person who is a limited partner dies, is legally declared dead or a legal person and other organization as a limited partner terminates, the heir or the right holder may obtain the qualification of the limited partner in the limited partnership. If the heir of the general partner is a person without civil capacity or a person with limited capacity for civil conduct, he may become a limited partner by law with the unanimous consent of all partners. If all partners fail to agree, the partnership shall return the property share of the inherited partner to the heir.

In the case of one of the provisions of Article 50 of the Partnership Enterprise Law, the partnership enterprise shall return the share of the property of the inherited partner to the successor of the partner.

Article 14: Limited partner and general partner exchange program

1. The conversion of a general partner into a limited partner or the conversion of a limited partner into a general partner shall be unanimously agreed by all partners.

2. If a limited partner becomes a general partner, it shall bear unlimited joint liability for the debt incurred by the limited partnership during its term as a limited partner.

3. If a general partner is converted into a limited partner, it shall bear unlimited joint liability for the debt incurred by the partnership enterprise during its period as a general partner.

4. If the company has only limited partners, it should be dissolved; if the company has only the general partners, it will be converted into a general partnership.

Article 15 Dispute Resolution

When a partner disputes the operation of a partnership enterprise, it shall be resolved through negotiation or mediation by the partner. The partner is unwilling to resolve or negotiate through mediation, mediation, or mediation. If the mediation fails, the arbitration institution may apply for arbitration; if no written arbitration agreement is reached, Prosecuted to the people's court

Article 16 Dissolution and Liquidation

1. If the partnership has one of the following circumstances, it shall be dissolved:

Upon expiration of the partnership period, the partner decides not to operate;

The dissolution of the agreement as agreed in the partnership agreement;

All partners decided to dissolve;

The partner has no quorum for 30 days;

The partnership purpose agreed in the partnership agreement has been fulfilled or cannot be achieved;

Other reasons prescribed by law, administrative regulations.

2. After the enterprise is dissolved, the liquidator shall clean up and settle the property debts and debts of the enterprise, handle all outstanding matters, and notify and announce the creditors.

3. The main duties of the liquidator:

1 Clean up the company's assets and prepare a balance sheet and a list of assets;

2 to deal with the unfinished business of the partnership related to liquidation;

3 paying off the taxes owed;

4 clearing creditor's rights and debts;

5 to deal with the remaining property of the partnership after the debt is paid off;

6 On behalf of the company to participate in litigation or arbitration activities.

After the liquidation, the liquidator shall prepare a liquidation report, sign and seal it by all the partners, and submit the liquidation report to the enterprise registration authority within 15 days to handle the enterprise cancellation registration.

Article 17 Liability for breach of contract

If a partner violates a partnership agreement, it shall compensate the other partner for the loss, and shall bear the corresponding responsibility according to the type of responsibility of the partner. If a major loss is caused, other partners may sue and pursue criminal responsibility.

All partners signed and sealed:

year month day