Listed company special legal service contract

Contract number: _________

Party A: _________

Legal address: _________

Legal representative: _________

Position: _________

Attorney: _________

identification number:_________

mailing address:_________

Postal code: _________

Contact: _________

phone:_________

Electric hanging: _________

fax:_________

account number:_________

email:_________

Party B: _________

Legal address: _________

Legal representative: _________

Position: _________

mailing address:_________

Postal code: _________

Contact: _________

phone:_________

Electric hanging: _________

fax:_________

account number:_________

email:_________

In view of the fact that Party B is a law firm approved by the Legal Department of the People's Republic of China, it has the qualifications and ability to provide legal services to the society; Party A requires professional legal services for related matters such as stock issuance and company listing, and Party B is entrusted to provide it with Party B expresses its consent in accordance with the "Contract Law of the People's Republic of China", the Law of the People's Republic of China on Law and the relevant laws, and on the principle of voluntariness, equality, mutual benefit, honesty and credibility, The terms of the contract are to be shared and fulfilled:

1. The personnel shall assign Party B to accept the entrustment of Party A, and assign lawyers such as _________, _________, _________ to form a legal service group, responsible for the issuance of shares of Party A and the legal affairs of listing of the company.

This contract shall become effective on the date of signature by both parties and shall lapse on its own date. If the time of the entrusted item exceeds the estimated time, Party A and Party B shall sign the compensation clause separately and may extend the employment period.

2. The scope of work of Party B’s lawyers includes the following:

1. Special legal services for company listing

Provide Party A with relevant legal and policy information on the company's listing;

Provide Party A with legal advice during the company's listing process and provide written legal advice;

Participate in the design of stocks, bonds, fund issuance, and listing;

Assist the listed company to produce the necessary approval documents;

Assisting the listed company in the production, acquisition and improvement of relevant documents related to assets, equity, industrial property rights and major commercial arrangements;

Review the prospectus, the corporate bond collection method, the fund raising method and other securities collection files, and issue verification records;

Issue a letter of attorney for the company's listing;

Produce and review information on the listing of securities and information on listed companies;

Provide relevant consultations for listed companies to allot shares, send shares, hold shareholders' meetings, major events and related transactions, and provide relevant consultation;

Produce and review legal files related to securities issuance and transactions;

Issue legal opinions for stock issuers, convertible bond issuers and securities investment fund sponsors;

Review the statutory conditions for the sponsors of securities investment funds and fund management companies to apply for the establishment of funds, and issue legal opinions;

Assist in the issuance and listing of overseas financial bonds and corporate bonds;

Acting for futures exchanges and brokers to handle futures legal affairs;

Relevant legal training for relevant personnel of the company;

Handle other legal matters in the company's listing process.

2. Special legal services for allotment and new issuance of new shares

Provide relevant legal and policy information on allotment and new issuance of new shares;

Provide legal advice in the process of allotment and new issuance of new shares, and provide written legal advice;

Drafting, reviewing, and modifying various legal files in the process of allotment and new issuance of new shares;

Assist in handling relevant procedures in the process of allotment and new issuance of new shares;

Relevant legal training for relevant personnel of the company.

Issue a lawyer's work report on the company's share placement and listing legal opinions;

Consultation, communication and coordination with Party A and other intermediaries on major legal issues related to the issue;

Review and revise the articles of association in accordance with the relevant rules of the “Guidelines for the Listing of Listed Companies”;

Draft and review the relevant sections of the prospectus and check the prospectus;

Drafting and reviewing the files of shareholders' meetings, notices of board meetings, resolutions, etc.;

Review related agreements such as underwriting agreements;

Issue various types of legal opinions and lawyers' work reports required by securities regulatory agencies;

Other legal matters in the process of allotment and new issuance.

3. Special legal services for asset restructuring and corporate governance of listed companies

Provide relevant legal and policy information on the assets restructuring and corporate governance of listed companies, as well as examples for reference;

Provide legal advice on the assets restructuring and corporate governance of listed companies, and provide written legal advice;

Drafting, reviewing and revising various legal files concerning the asset restructuring and corporate governance of listed companies;

Analyze the legal risks in the process of asset restructuring and issue legal opinions;

Assisting related companies in asset restructuring and corporate governance processes;

Handling the legal reorganization of listed companies and other legal matters in the process of corporate governance.

Relevant legal training for relevant personnel of the company;

4. Special legal services for equity transfer and mergers and acquisitions of listed companies

Provide relevant legal and policy information on equity transfer and mergers and acquisitions of listed companies, as well as examples for reference;

Provide legal advice on the transfer of shares and mergers and acquisitions of listed companies, and provide written legal advice;

Drafting, reviewing and amending various legal files concerning the equity transfer and mergers and acquisitions of listed companies;

Assist in the transfer of equity in listed companies and related procedures in the process of mergers and acquisitions;

Assist in the formulation of specific implementation plans for equity transfer and mergers and acquisitions;

Relevant legal training for relevant personnel of the company;

Handle the equity transfer of listed companies and other legal matters in the process of mergers and acquisitions.

Third, the way of working

1. Party A arranges _________ to contact Party B and is responsible for collecting relevant information about the legal affairs to be handled, and coordinating and urging Party B to carry out the work.

2. Party B assigns _________ The lawyer is responsible for daily liaison with Party A and timely handling relevant legal affairs.

3. Party A shall submit the work record form to Party B, and Party B shall return it to Party A for filing.

Fourth, lawyer fees and payment methods:

1. The parties to the contract agree that Party A shall pay Party B a legal fee of _________ yuan.

2. The above-mentioned legal fees shall be paid within _________ days from the date of signing this contract by Party A; the remaining legal fees shall be paid within _________ days from the date of the fund-raising funds entering the account of Party A. Bank B bank: _________; account name: _________; account number: _________.

3. If the issuance and listing of Party B's shares is not completed, Party A shall, in accordance with Party B's work completed in accordance with Article 2 of this contract, pay appropriate legal fees after consultation between the parties.

V. The burden of other expenses

The following fees incurred by Party B’s lawyers in handling the entrusted matters of Party A shall be borne by Party A:

1. The appraisal fees, evaluation fees, case handling fees, etc. collected by relevant administrative, judicial, appraisal, notarization and other departments;

2, _________ travel expenses, room and board, translation fees, photocopying fees, long-distance communication fees, etc.;

3. Other expenses incurred after obtaining the consent of Party A.

Party A's rights and obligations

1. Have the right to make oral or written consultations with Party B at any time on matters within the scope of Party B's services, and Party B shall promptly reply;

2. According to the overall plan for stock issuance and listing work, it has the right to request Party B to modify its work plan and schedule to meet the needs of stock issuance and listing work;

3. At the request of Party B, provide the archives and materials related to the entrusted matters, and ensure that they are complete, true and accurate;

4. The work of Party B's lawyers provides the necessary office conditions and communication equipment;

5. Legal counsel and work expenses shall be paid to Party B on time and in full;

6. Party A has the right to inspect and supervise the work services of Party B's lawyers at any time, but it shall not affect the normal working order of Party B's lawyers;

7. Party A has the right to request Party B to change the lawyer if there is evidence that Party B’s lawyer has not fulfilled his duty to provide legal services.

8. If the service item is not completed due to Party A's reasons, Party A shall not request the refund of the lawyer's fees already paid;

9. The matters entrusted by Party A shall not violate the provisions of the law or the practice standards of lawyers;

10. Party A shall notify Party B in writing of the replacement of the contact;

11. Party A shall truthfully provide Party B with any relevant circumstances related to the entrusted matters, and shall not conceal or provide false information.

12. Party A has the right to request Party B's lawyers to attend meetings related to stock issuance and listing.

7. Party B’s rights and obligations

1. Party B must abide by the professional ethics and practice discipline requirements stipulated in the Lawyers Law and relevant laws, fully perform the duties of lawyers, provide Party A with efficient, safe and high-quality legal services, and safeguard the legitimate rights and interests of Party A;

2. It has the right to request Party A to provide complete, accurate and authentic files and materials necessary for the completion of the entrusted matters, and to have the right to review and verify the above files and materials;

3. The right to receive legal fees as agreed in the contract;

4. Under the premise of safeguarding the interests of Party A, comply with the requirements of laws and industry rules, and have the right to maintain the independence and objectivity of the work;

5. Obey the overall arrangement of Party A's stock issuance and listing work, provide legal services with quality and quantity, and report the progress of the work at any time as required by Party A;

6. There shall be no acts that impair the interests of Party A or deliberately delay, delay the handling of entrusted matters, etc., in violation of the lawyer's practice discipline or professional ethics;

7. Obligation to keep confidential the archives and statements made by Party A and the information known and known at work;

8. Party B shall be responsible for the legal liabilities arising from the agency handled by Party A within the scope authorized by Party A, and Party B shall not be liable;

9. Party B’s lawyers shall promptly undertake the relevant legal affairs entrusted by Party A and be responsible for the legality of the affairs they handle;

10. Party B shall separately file the business of Party A and shall keep a complete working record. The original evidence, legal files and property involved in Party A shall be properly kept;

11. Party B has the right to refuse any request, opinion or opinion from Party A that is inconsistent with laws and regulations and the professional ethics of the lawyer;

12. If Party A causes losses to Party A due to the fault of Party B's lawyer, Party B shall compensate according to relevant regulations;

13. Without the consent of Party A, Party B shall not change the assigned lawyer without authorization;

14. The entrusted consequences of Party B and its lawyers engaged in the agency activities within the scope of authorization shall be borne by Party A;

15. Party B's lawyers shall work in accordance with the provisions of this contract and Party A's authorization, and shall not exceed the agency's permission.

Eight, the release of the contract

1. When the contract period expires, Party A and Party B will not renew this contract;

2. Party A and Party B terminate this contract by written agreement;

3. The purpose of the contract cannot be achieved due to force majeure;

4. If Party A fails to pay the lawyer's fees or work expenses to Party B on the date of _________, it will not be corrected after Party B's reminder;

5. Party B and lawyers do not provide legal services in accordance with the provisions of this contract. After Party A points out, they still do not correct them;

6. Party A suffers significant economic losses due to delays, dereliction of duty and mistakes of Party B’s lawyers;

7. Party A intends to provide Party B with false information and fabricated facts, so that Party B's lawyers cannot provide effective legal services;

8. Party A's entrusted matters violate the law or violate the lawyer's practice norms;

9. Any party to this contract transfers all or part of the rights and obligations under this contract to a third party outside the contract without the written consent of the other party, causing the other party to suffer significant losses;

10. The parties have other breach of contract or illegal activities that may not be achieved by the purpose of the contract.

Nine, confidentiality

Both Party A and Party B guarantee the confidentiality of the files and materials that are known to the other party during the discussion, signing and implementation of this Agreement and that cannot be obtained through public channels. The other party may not disclose all or part of the trade secret to any third party without the consent of the original provider of the information and the file. Except as otherwise provided by laws and regulations or otherwise agreed by both parties. The period of confidentiality is _________ years.

X. Notice

1. According to this contract, all notices sent by one party to the other party, as well as the file exchanges between the parties and the notices and requirements related to this contract, must be in writing and can be transmitted by _________. If the above methods cannot be delivered, the method of delivery of the announcement may be adopted.

2. The mailing address of each party is as follows: _________.

3. A party's change notice or mailing address shall be notified to the other party in writing within _________ days from the date of the change; otherwise, the unreported party shall bear the relevant liabilities arising therefrom.

XI. Change of contract

During the performance of this contract, in the event of special circumstances, if either party A or B needs to change this contract, the party requesting the change shall promptly notify the other party in writing. After obtaining the consent of the other party, the parties shall sign a written change agreement within the prescribed time limit. Become an inseparable part of the contract. Without the written documents signed by both parties, neither party has the right to change this contract. Otherwise, the economic losses of the other party will be borne by the responsible party.

Twelve, the transfer of the contract

Except as otherwise provided in the contract or agreed by both parties, no rights or obligations of the parties under this contract shall be transferred to a third party without the prior written consent of the other party. Any transfer without any express written consent of the other party is void.

XIII. Dispute resolution

1. This contract is governed by and construed in accordance with the laws of the People's Republic of China.

2. The disputes arising during the performance of this contract shall be settled by the parties concerned through negotiation, or may be settled by the relevant departments; if the negotiation or mediation fails, the following _________ methods shall be adopted:

Submit _________ Arbitration Commission Arbitration;

Prosecuted to the people's court according to law.

Fourteen, force majeure

1. If any party to this contract fails to perform all or part of its obligations under this contract due to the event of force majeure, the performance of the obligation shall be suspended during the event of force majeure.

2. The party claiming to be affected by the event of force majeure shall, as far as practicable, notify the other party in writing of the occurrence of the event of force majeure in the shortest possible time, and provide the other party with such force majeure events within _________ days after the occurrence of the force majeure event. Appropriate evidence of duration and written information that the contract cannot be performed or needs to be extended. Claiming a force majeure event causes its performance of this contract to be objectively impossible or impractical, and it is the responsibility of all reasonable efforts to eliminate or mitigate the effects of such force majeure events.

3. When the event of force majeure occurs, both parties shall immediately decide how to implement this contract through friendly negotiation. Upon termination or elimination of the event of force majeure or its effects, both parties shall immediately resume the performance of their respective obligations under this contract. If force majeure and its effects cannot be terminated or eliminated, causing either party to the contract to lose the ability to continue to perform the contract, the parties may negotiate to terminate the contract or temporarily delay the performance of the contract, and the party facing the force majeure shall not be liable for this. If the party is force majeure after the delay in performance, the liability cannot be waived.

4. The term "force majeure" as used in this contract means that the affected party cannot reasonably control it. It cannot be expected or even if it is expected to be inevitable and cannot be overcome, and appears after the signing date of this contract, so that the party may Partial performance is objectively impossible or impractical. Such events include, but are not limited to, natural disasters such as floods, fires, droughts, typhoons, earthquakes, and social events such as war, turmoil, strikes, government actions, or legal requirements.

Fifteen, the interpretation of the contract

The matters not covered in this contract or the content of the terms are not clear. The parties to the contract may reasonably interpret this contract according to the principles of this contract, the purpose of the contract, the trading habits and the content of the related terms. This interpretation is binding unless the interpretation is inconsistent with the law or this contract.

XVI. Supplementary and supplementary files

If the matters not covered in this contract are implemented in accordance with relevant laws and regulations, and the laws and regulations do not stipulate, both parties may reach a written supplementary contract. The subsidiary files and supplementary contracts of this contract are inseparable components of this contract and have the same legal effect as this contract.

17. The effectiveness of the contract

This contract shall take effect from the date on which the legal representatives of the parties or both parties or their authorized representatives sign and affix the official seal of the unit or the special seal of the contract.

Valid for _________ years, from _________ years ______ months _________ days to _________ years _________ months _________ days.

The original form of this contract is _________ copies, and each party holds _________ copies, which has the same legal effect.

person A person B:_________

Legal representative: _________ Legal representative: ______

Attorney: _________ Attorney: ______

Bank of deposit: _________ Bank of deposit: _________

Account number: _________ Account number: _________

Place of signing: _________ Signing location: _________

_____ year ____ month _ day _________ year ____ month ____ day