About the joint venture company agreement

Agreement on joint venture establishment of ***** company

Party A:

Legal representative: Chairman

Party B: Ltd.

Legal representative: Chairman

Party C: Ltd.

Legal representative: Chairman

Party A relies on [ ] technology and has rich technical resources and talent resources. Party B is a **** enterprise with rich experience in enterprise management, market development and strong financial strength. Party C has mastered the ***** technology, which is in a leading position in the world, with mature technology and good market prospects. After a full feasibility study and investigation, the three parties of A, B and C agreed to industrialize the technology and establish a joint venture company.

To this end, the parties to the agreement have entered into this Agreement in accordance with the "Company Law of the People's Republic of China", the "Contract Law of the People's Republic of China" and other relevant laws and regulations, and in accordance with the principle of equality, mutual benefit and friendly consultation.

The nature and business scope of a company

1. The nature of the joint venture company is:

2. The company registration location is:

Company residence:

3. The business purpose of the joint venture company is to: Use advanced and applicable technologies to optimize the combination of capital, technology, management and marketing resources, improve market competitiveness, and enable all parties to obtain satisfactory economic and social benefits.

4. The business scope of the joint venture company is:

2. Registered capital and subscription

1. The registered capital of the joint venture company is **10,000 yuan.

2. The form and amount of the investment of Party A, Party B and Party B are as follows:

Party A invests 10,000 yuan in monetary funds and 9% of the equity in the joint venture company.

Party B invested 10,000 yuan in monetary funds into the company and 9% of the equity in the joint venture company.

Party C invested 10,000 yuan in monetary funds and took up equity in the joint venture company.

3. Within 15 days after the signing of this Agreement, Party A, Party B and Party C shall complete the capital contribution and be verified by an accounting firm registered in China and issue a capital verification report.

4. After the company is established, the company will issue a “Certificate of Capital Contribution” to the contributing parties.

Third, the statement, commitment and warranty terms

I. Statement, Commitment and Warranty

1. Comply with the company's articles of association;

2. The amount of capital contribution shall be subscribed according to the amount of capital contribution and the method of capital contribution subscribed by;

3. Representatives of all parties must strictly observe the company's commercial and technical secrets, and must not engage in any other business or business with the same or similar business activities of other companies or units, and may not transfer or disclose the technical projects related to the company to others. .

4. Ensure that the capital contribution is in place in full and on time, and actively assist the company in handling industrial and commercial registration and other matters.

5. Obtain dividends and other forms of interest distribution according to the proportion of shares held by them;

6. Exercising the voting rights according to the proportion of the shares held by them;

7. Supervise the company's business operations, make suggestions or inquires;

8. Transfer, donate or pledge the shares held by them in accordance with the provisions of laws, administrative regulations and the company's articles of association;

9. When the company terminates or liquidates, it participates in the distribution of the company's remaining assets according to the proportion of its shares held;

10. Other rights and obligations conferred by laws, administrative regulations and the company's articles of association.

2. Specific powers and obligations of A, B and C

The parties to A, B and B promised to cooperate and support when Party A intends to integrate relevant industries.

Fourth, the transfer of equity

1. The transfer of the shares of the company held by the directors, supervisors, managers and other senior management personnel during their tenure and within six months after their departure shall be subject to the approval of the board of directors of the company.

2. If a shareholder transfers all or part of the equity to a person other than the shareholder, it must be approved by more than half of all shareholders. Shareholders who do not agree to the transfer must purchase the share.

3. When a shareholder transfers equity to a person other than the shareholder, under the same conditions, other shareholders have the right of first refusal.

4. The transfer of the equity held by the shareholders between the shareholders must be approved by the board of directors.

V. Prohibition

1. It is forbidden for any shareholder to conduct activities that harm the interests of the company in the name of an individual or company; otherwise, the activities will be owned by the company and the losses will be compensated according to relevant laws.

2. It is forbidden for each shareholder to operate and participate in the business that competes with the company.

3. Shareholders who are not allowed to invest in technology are required to invest their technology in third parties.

4. It is forbidden for the technical shareholder to establish a company with the same or similar business as the company's business, either privately or in partnership with others.

5. It is forbidden for technical shareholders to use the technical secrets and technological advantages they possess to make important decisions on the company.

6. If the shareholders violate the above-mentioned articles, they shall be compensated according to the actual losses of the company. In the case of serious cases, the board of directors may reduce the proportion of shares held by the relevant laws and regulations to compensate for the losses of other shareholders.

6. Related party transactions

The company shall standardize all related transactions involved, and report the relevant related party transactions to the board of directors of the company before signing the contract of related party transactions, and obtain the unanimous consent of the directors of the company's board of directors before signing the relevant contract. When the board of directors discusses related party transactions, the related parties must evade.

Seven, the board of directors

1. The board of directors of the company consists of ** directors and is elected by the general meeting of shareholders. Company A recommended ** director candidates, ** company recommended ** director candidates, ** company recommended ** director candidates.

2. The company has one chairman and one vice chairman. The chairman of the board is appointed by the ***, and the vice chairman is appointed by the ** company and the ** company.

3. The board of directors exercises the following powers:

Responsible for convening a shareholders meeting and reporting to the shareholders meeting;

Implement the resolution of the shareholders' meeting;

Determine the company's business plan and investment plan;

Formulate the company's annual financial budget plan and final settlement plan;

Formulate the company's profit distribution plan and make up the loss plan;

Formulate a company to increase or decrease registered capital, issue bonds or other securities and listing plans;

Formulate major acquisition, merger, separation and dissolution plans of the company;

Determine the company's venture capital, asset pledge and other guarantees within the scope of the shareholders' meeting;

Appoint or dismiss the company manager and the secretary of the board of directors; hire or dismiss the company's deputy manager, financial controller and other senior management personnel according to the manager's nomination, and decide their remuneration matters and rewards and punishments;

Formulate a revised plan for the company's articles of association;

Hear the work report of the company manager and check the manager's work;

Laws, regulations or articles of association, as well as other powers conferred by the general meeting of shareholders.

4. The board of directors of the company shall explain to the general meeting of shareholders the audit report with the reserved opinions issued by the certified public accountant on the company's financial report.

5. The board of directors formulates rules of procedure for the board of directors to ensure the efficiency of the board of directors and scientific decision-making.

6. The board of directors shall determine the investment permission of the general manager to use the company's assets and establish a strict review and decision-making program; major investment projects shall organize experts and professionals of relevant departments to conduct the review and report to the shareholders' meeting for approval.

Eight, the board of supervisors

1. The company has a board of supervisors. The board of supervisors is composed of * supervisors, Party A recommends * name, Party B recommends * name, Party C recommends * name, and set up a convener of the board of supervisors, recommended by * party. When the convener of the board of supervisors is unable to perform its functions and powers, the convener shall designate a supervisor to act on his behalf.

2. The Board of Supervisors exercises the following powers:

Check the company's finances;

Supervise the violation of laws, regulations or bylaws by directors, managers and other senior management personnel when performing company duties;

When the actions of directors, managers and other senior management personnel harm the interests of the company, they are required to correct them and report to the shareholders' meeting or the relevant competent authorities of the state if necessary;

Proposed to convene an extraordinary shareholders meeting;

Board a meeting of the board of directors;

The company's articles of association or other powers conferred by the shareholders' meeting.

IX. Management organization

1. The company establishes a management organization responsible for the daily operation and management of the company. The management organization has one general manager and one deputy general manager. The general manager is appointed by the ** company. The deputy general manager is appointed by the *** company and the *** company. Party A appoints a financial controller. The general manager and deputy general manager are appointed by the board of directors for a term of three years.

2. The general manager is responsible to the board of directors and exercises the following powers in accordance with the provisions of the Company Law and the company's articles of association:

To preside over the production and operation management of the company and organize the implementation of the resolutions of the board of directors;

Company annual plan and investment plan;

Formulate a plan for the establishment of internal management institutions of the company;

Formulate the basic management system of the company;

Formulate specific company regulations;

To invite the board of directors to appoint or dismiss the company's deputy manager and financial controller;

Appointment or dismissal of management personnel other than those to be appointed or dismissed by the board of directors;

Articles of association or other powers conferred by the board of directors.

3. The deputy general manager assists the general manager.

4. Senior management personnel such as general manager and deputy general manager who have engaged in malpractice or serious dereliction of duty may be replaced at any time by resolution of the board of directors.

X. Taxation, finance, auditing, labor management

1. The company pays various taxes in accordance with relevant laws and regulations.

2. The company's fiscal year begins on January 1 and ends on December 31.

3. The company shall establish a financial system in accordance with the relevant financial accounting system of the People's Republic of China.

4. The company shall prepare monthly financial statements within ten days of the end of the fiscal year and distribute copies of the financial statements to each shareholder and each director. The company shall prepare annual financial statements within 30 days after the end of the fiscal year and distribute copies of the financial statements to all shareholders and directors. The annual financial statements shall be audited by an auditing accounting firm and proved to be true and correct. In the first three months of each fiscal year, the general manager organized the finance department to prepare the balance sheet, profit and loss calculation book and profit distribution plan of the previous year, and submitted it to the board of directors for review.

5. Each shareholder has the right to send the accounting accounts and records of the company under review within three months after the end of each financial year of the company. The expenses required are the responsibility of each shareholder.

6. The recruitment, recruitment, dismissal, wages, living welfare and rewards of the company's employees shall be stipulated by the company's collective or separate labor contract in accordance with the relevant labor management regulations and implementation methods of the State. After the labor contract is concluded, it shall be reported to the local labor management department for the record.

XI. Liability for breach of contract

1. Fund provider: When any shareholder fails to submit the capital contribution in accordance with the contract in accordance with the contract, from the first month of overdue, for each month overdue, the defaulting party shall pay the amount due and payable. The 5% of the liquidated damages are given to the observant party. If it is not submitted within 3 months after the expiration of the period, in addition to the 15% of the liquidated damages, the observant party has the right to request the termination of the contract and the breaching party to compensate the loss.

2. Technology provider: During the duration of the contract, if any party discovers that the technology provider violates this contract, the other shareholders have the right to request the immediate suspension of the breach of contract, and the defaulting party compensates for the liquidated damages with 15% of its share capital. The observant party.

3. Due to the negligence of one party, when the contract cannot be performed or cannot be fully performed, the negligent party shall be liable for breach of contract; if it is a fault of multiple parties, according to the actual situation, the parties to the fault shall bear their respective liabilities for breach of contract.

12. Applicable law

The conclusion, validity, interpretation, performance and settlement of disputes of this contract are governed by the laws of the People's Republic of China.

XIII. Settlement of disputes

All disputes arising out of or in connection with the execution of this contract shall be settled through friendly negotiation; if the negotiation cannot be resolved, the shareholders may file a lawsuit in the local court if they are resolved in accordance with relevant laws.

Fourteen, other

1. The three parties agree that when the company increases its capital and shares, if the equity of Party A is less than 25%, it cannot continue to use the title of “China University of Science and Technology”. When the state has regulations on the name of the university, it is stipulated.

2. The three parties agree that if the company loses consecutive years in the course of its operation or does not pay dividends at the minimum amount for three years, it will be listed on the company.

3. The agreement shall take effect from the date on which the parties sign and affix the official seal of the legal entity.

4. This Agreement shall be in the form of one copy, each of the parties to the Agreement shall hold one copy, and ** shall be provided for the relevant formalities, each of which shall have the same legal effect.

Party A Signature: Party B Signature: Party C Signature:

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