[Boutique] Shareholders Agreement

This document directory 1 shareholder agreement 2 shareholder agreement 3 shareholder agreement first: shareholder agreement

1. XX Co., Ltd. is jointly registered by A and B. The two parties reached this agreement in accordance with friendly negotiations.

2. Shareholders and their capital contribution:

1. The total investment is 700,000;

A. Cash contributed RMB 490,000 and participated in the operation in the name of the registered shareholders of the Company, with a total share of 70%;

B. Cash contributed RMB 210,000 and participated in the operation in the name of the registered shareholders of the Company, with a share of 30%;

The above cash is used for the company's operating expenses, including leasing and renovation, purchasing office equipment, expenses for office expenses, employee salaries, etc.

2. Start capital of 10,000 yuan;

A, cash contribution of 280,000 yuan;

B, cash contribution of 120,000 yuan;

For the company's upfront expenses, including leasing and renovation, purchase of office equipment, etc., if there is surplus as the company's liquidity after the opening of the company, may not be withdrawn.

3. The registered capital is 300,000 yuan, calculated as 30% of the minimum registered capital of 30%;

A, cash contribution of 63,000 yuan;

B, cash contribution of RMB 27,000;

Reaching period: After the company's registration is completed, within 15 days, the registered capital of 90,000 yuan will be credited to the company's account according to the proportion of each share as the working capital after the company's opening, and may not be withdrawn. In addition, 210,000 yuan will be credited to the company's account within 1 year from the date of registration of the company. If it cannot be funded on time, it will be deemed as automatic withdrawal.

Third, the company name and business location:

Company Name: XX Co., Ltd.;

Company location: XXXXXX

4. Position and division of labor;

1. The company does not have a board of directors, and has executive directors and supervisors for a term of three years;

2. A is the company's executive director and general manager, responsible for the company's operations and management;

3. B is the deputy executive director and deputy general manager of the company, responsible for the company's financial management and market planning, and assists the general manager's operation and management;

4. All working shareholders of the company's sales, procurement, investment, finance, etc. have the right to know. If relevant issues are raised, the principal responsible person must make reasonable explanations and appropriate treatment. The two parties need to reach an agreement on the more important matters. Otherwise, the principal responsible person needs to bear corresponding responsibility for the consequences.

V. The rights and obligations of the investor and the responsibility

1. Rights

The investor enjoys the owner's equity interest and transfers according to the proportion of the capital invested in the company to the company's registered capital.

The investor will receive the dividend according to the proportion of capital contribution. When the company adds capital, the investor can give priority to the capital contribution. In the case of company profitability, the party with the smaller proportion is allowed to give priority to increasing the investment ratio, but not more than 50% of the total investment.

The investors jointly negotiate to determine the company name.

If the company cannot be established, it has the right to legally obtain the remaining assets of the company on the premise of undertaking the obligations and responsibilities of the promoter.

The investor has the right to sue the investor who fails to perform, does not fully perform or improperly perform the capital contribution obligation, and the investor who intentionally or negligently damages the interests of the company, and demand that it bear the corresponding legal responsibility.

Have the right to access the minutes of the shareholders' meeting and the company's financial report.

Laws, administrative regulations and other rights conferred by the Articles of Association.

2. Obligation

The funder shall pay the amount of the capital contribution subscribed by each party in full within the prescribed time limit.

The investor shall be liable to the company within the limits of its capital contribution. Shareholders may not withdraw their capital after registering with the company.

The investor shall abide by the Articles of Association.

The company's capital contribution certificate issued by the company may not be privately traded and mortgaged, but only serves as the basis for part of the company's red.

In the process of establishment of the company, if the investor intentionally or negligently infringes upon the interests of the company, it shall be liable to the company or other funders for compensation.

Other obligations stipulated by laws, administrative regulations and the Articles of Association.

6. Profit distribution method:

1. Payroll:

From the date of business, the two parties hereby promise that the two parties only differ in the distribution of profits, the other rights and obligations are the same, and the wages and benefits of both parties are the same.

2. Profit distribution:

Profits and losses are distributed and shared according to the proportion of each partner's investment.

The profit after the company pays taxes, the order of distribution:

1. Make up for the losses in the previous quarter;

2. Shareholders' dividends, the system is as follows:

According to the proportion of A% 70%, B accounted for 30% of the shares, quarterly after the quarter of the after-tax profit of 40% of the shareholder dividends, every 12 months to extract the accumulated profit portion of nearly 12 months of 40% Shareholders pay dividends, and the balance of profits is used as the risk accumulation fund and capital reserve of the cooperative company. After the accumulated amount is 50% of the company's registered capital, it can no longer be withdrawn. For the company's development, the proportion of shareholders can be negotiated and adjusted according to the specific situation, and in principle cannot be improved.

7. Increase in operating funds:

In the case of insufficient reserve funds, the company also needs to increase operating funds. After all shareholders have agreed to negotiate, each shareholder should increase sales according to the proportion of their respective shares. If there is a situation in which shareholders can not increase their capital contribution, the party that can increase the capital contribution can follow The amount of investment invested by it appropriately increases the proportion of investment.

In order to increase the shareholding of other people, it is necessary to recognize this contract and subject to the consent of all partners, and at the same time implement the relevant rights and obligations stipulated in the contract.

Eight, the way of withdrawal:

1. When a shareholder withdraws shares, he or she must have a valid reason to withdraw the shares, and should submit a written application to another shareholder. The shareholders should notify other shareholders in writing of their withdrawal of the shareholder's consent, and the other shareholders will receive the written notice from the date of receipt of the written notice. Those who have not answered within 30 days shall be deemed to have agreed to withdraw their shares. The party that withdraws shares cannot withdraw the shares when it has not paid off the company's debts.

The total cash contribution of each cooperative shareholder is the sole settlement basis for the shareholder's share withdrawal. The cooperative company shall first settle 60% of the total profit portion of the company according to the share dividend ratio, plus 10% of the capital reserve fund, and then The total cash contribution of the shareholders is returned. 30% is the company's asset depreciation and risk accumulation fund can not be allocated.

2. If the company has no profit, it will return to the divested shareholders based on 90% of the company's existing total assets in accordance with the actual total capital contribution.

3. After the withdrawal of the shares, the settlement will be made at the time of the withdrawal of the shares. In any case, the funds will be settled in cash.

9. Dissolution and liquidation of the company

1. Cooperation is terminated due to one of the following reasons: 1 the partnership period expires; 2 all the partners agree to terminate the partnership; 3 the cooperation business is completed or cannot be completed; 4 the cooperation business is revoked in violation of the law; 5 the court dismissed according to the request of the relevant party.

2. Matters after the termination of cooperation: 1 Recommend the liquidator immediately, and invite the intermediaries determined by the partners to participate in the liquidation; 2 If there is a surplus after liquidation, just collect the creditor's rights, pay off the debts, return the capital, and distribute the surplus property proportionally. The order is carried out. Fixed assets and non-separable assets can be sold to partners or third parties at a price, and their prices participate in the distribution; 3 if there is a loss after liquidation, regardless of the amount of capital contributed by the two parties, the joint property of the two parties will be repaid, and the part of the company whose assets are insufficiently paid, The two parties shall bear the proportion of the capital contribution.

X. The signature of the agreement has a legal effect.

XI. Other unfinished matters refer to the relevant company system and resolve it through consultation.

XII. This Agreement is signed in XX, XX, XX, in duplicate, and the two parties will take effect after the words have been produced.

shareholder:

ID number:

phone:

contact address:

shareholder:

ID number:

phone:

contact address:

Part 2: Shareholders Agreement

Party A: Legal representative: Position: Chairman

Address: Telephone: Party B:

Legal representative: _____ Position: ________

Address Telephone:________

On the basis of equality, voluntariness, mutual benefit and consensus, Party A and Party B shall reach this Agreement in respect of Party A's participation in Party B in the form of capital contribution, in order to comply with the performance:

Article 1 Party A shall be the capital asset of Party B with its legally held _____ million yuan.

Article 2 The current operating status and assets of Party B:

Party B's operating status: ___________________________________

Party B's asset status: ___________________________________

Article 3 The total value of the patented technology of Party B shall be determined by the parties to negotiate a price of RMB _____ million.

After Party A’s shareholding, Party A shall obtain _____% of the shares of Party B, and the remaining _____% of the shares shall be held by the existing shareholders of Party B in proportion to the original capital contribution.

Article 4 After Party A’s capital shares in Party B, it acquires the equipment manufacturing right of the patented technology of Party B, and the manufacturing right of the equipment

Must be unique to Party A.

Article 5 Within _____ days after the signing of this Agreement, both parties shall go through the procedures for change of equity in the industrial and commercial department.

Article 6: The term of this Agreement and the restrictions on the pledge, transfer and gift of the company's equity by both parties shall be separately stipulated in the Articles of Association.

Article 7: Party A undertakes to clearly understand Party B's creditor's rights and debts at the time of signing this Agreement, and recognizes that the aforementioned creditor's rights and debts are included in Party B's future profit and loss financial statements for financial accounting.

Article 8: Party A's rights and obligations

1. Party A shall contribute capital in accordance with the agreement and enjoy all the rights of shareholders according to the proportion of capital contribution.

2. Party A has the right to manufacture and manufacture equipment that relies on the patented technology of Party B in accordance with the agreement.

3. Party A as a shareholder shall enjoy the rights as stipulated by the law, including requesting to view the financial accounts at any time, and pay dividends according to the prescribed shares, and pay in the form of payment by _____.

4. As a shareholder, Party A is obligated to carry out business and expand the market.

Article 8: Party B's Rights and Obligations

1. The existing shareholders of Party B shall enjoy the legal rights of the shares in accordance with the shares held by Party A after the shareholding.

2. Party B is responsible for providing technical support and technical training for Party A's production and manufacturing, but not limited to SDF sludge synthetic fuel patented technology and equipment manufacturing technology.

3. Party B guarantees that it has legal ownership of the existing technology and guarantees that no infringement dispute will arise in the implementation of these technologies. Otherwise, Party B shall bear full responsibility for its own assets before the signing of this Agreement. Party B also guarantees the advancement and feasibility of its technical and technical background in the same industry.

4. During the period of the incumbent shareholders of Party B and within five years after leaving the company, Party B shall not engage in any other name or engage in a business similar or competitive with the company in any name without the consent of Party A, nor may it be in any name. Establish a company that is similar to or operates in a competitive business.

Existing shareholders of Party B and Party B shall not disclose, disclose, disclose, or use their technical achievements, trade secrets or other intellectual property rights for their own use or for their own use. Under the premise of observing the confidentiality system, the use and disclosure of the company's interests within the company is not subject to this limitation.

5. The existing shareholders of Party B as shareholders shall have the rights as stipulated by the law, including requesting to view the financial accounts at any time, and pay dividends according to the prescribed shares.

6. In order to maintain the stability of the company, after five years after the signing of this agreement, Party B's existing shareholders will pledge, transfer or donate their shares to third parties due to special needs. Party A has the right of first refusal under the same conditions.

Article 9: In accordance with the company's articles of association, the company needs to make additional investment by voting at the shareholders' meeting or to make up for losses due to losses incurred by the company. Party A and the existing shareholders of Party B shall bear the capital contribution in proportion to the equity.

Article 10: Liability for breach of contract

Party A's provision of operating funds and Party B's responsibility for technology research and development are the basis for cooperation between the two parties and the basis for ensuring the overall operation of the company. The following actions constitute a fundamental breach:

1. Party B and its existing shareholders violate the non-competition provisions, or disclose, disclose or disclose the company's technical achievements, trade secrets or other intellectual property rights, or use the company's use without authorization, causing losses to Party A and the company. If it is difficult to calculate the amount, Party A shall pay a penalty of RMB _____ million. If it constitutes an infringement against Party A, Party A shall have the right to pursue the responsibility according to the _____ of the sales of the infringing products, and Party A has the right to protect its shareholders' rights through judicial procedures in accordance with the law.

2. If Party B's technology lacks advancedness or feasibility in the same industry, or Party B refuses to provide technical guidance or terminates technology research and development without Party A's consent, Party B shall pay Party A _____ million liquidated damages.

Article 11: Intellectual property rights

After Party A has injected capital into Party B, the inventions, utility models, designs, development products and related intellectual property rights of the products related to the patent technology are owned by both Party A and Party B.

Article 12: Other

1. Matters not covered may be agreed upon by the Articles of Association or by signing a supplemental agreement. The Articles of Association and the Supplementary Agreement shall enter into force together with this Agreement. If the Articles of Association stipulates that it is different from this Agreement, this Agreement shall prevail. Where the agreement conflicts with the terms of the supplementary agreement, the supplementary agreement shall prevail.

2. In the course of the implementation of this Agreement, the parties shall resolve the dispute through negotiation. If no agreement can be reached, either party may bring a lawsuit to the people's court.

3. In the case of this Agreement, the existing shareholders of Party A and Party B and Party B shall each hold _____ copies, effective from the date of signature or seal.

person A person B:________________

Date: _______________ Date: ________________

Part 3: Shareholders Agreement

Party A: XX ID number:

Party B: XX ID number:

Party C: XX ID number:

Ding Fang: XX ID number:

Fang Fang: XX ID number:

The existing A, E, B, and P shares have opened a condiment factory, fully implemented the decision of the three parties to jointly invest and work together, and established a joint-stock company. The 5 parties will negotiate on an equal footing and sign this Agreement in accordance with the principle of mutually beneficial cooperation.

I. The amount of capital contribution, the form of capital contribution, and the time of capital contribution

II. Shareholding Share and Dividend Distribution A, B, D and D are entitled to share the company's dividends in proportion to the shareholding share of the above-mentioned shareholding companies. The amount and proportion of the actual invested capital of the 5 parties are not the basis for the distribution of dividends. If the joint-stock company generates profits, A, B, D, and D can extract the profit that can be distributed, and the rest of the company will be filled as capital. Any one of the 5 parties can withdraw the dividends into the company as operating funds to increase the source of funds and expand market share.

III. Matters agreed during the cooperation period

4. After the establishment of the shareholders in the seasoning factory, the full authority entrusted as the general manager of the company's operation, fully handles all the affairs of the company, must realize the unified leadership of the company, and independently handle the company affairs, if there are major problems and major interests of the shareholders of the company. Matters, agreed by 5 shareholders to study:

1. The individual expenses are paid more than _____ yuan;

2. Introduction of new products;

3. Major promotional activities;

4. Other major matters as stipulated in the company's articles of association.

5. After the establishment of the stock cooperative company, the funds of the seasoning factory shall be independently regulated and operated, and shall not be mixed with the general factory or other branch factories or economic entities, and shall be fully independently accounted for. A monthly shareholder meeting shall be held to review the monthly financial statements of the factory. Review the operation of the plant. The agency rights of all the products of the seasoning factory are shared by the five shareholders. All the business transactions of the factory are recognized by the general factory and the operation is discussed. All the rebate rate and bonuses, prizes or other aspects of the factory's rebate rate and benefits are shared by all shareholders.

6. If the company needs to increase capital in the future, Party B, Party C, Dingfang and Fangfang will have priority rights. In order to eliminate the worries of all shareholders, Party A agrees that in the XX months after Party B, Party C, Dingfang and Wufang join the shares, if Party B, Party C, Dingfang and Fangfang request any withdrawal, Party A fully agrees. The equity capital will be refunded within XX days, and will be settled to the returning party according to the loan interest of the bank during the same period. After the establishment of the joint stock company, XXX will not be allowed to withdraw from the stock within XX to XX. After XX time, if any shareholder withdraws shares, the shares held by them will be subscribed by other shareholders. If other shareholders do not subscribe, the shareholder can transfer the shares to a third party.

7. As a shareholder of the seasoning factory, and as a business operator, as a re-employed person in the seasoning factory, the factory pays wages per month and enjoys other rights as stipulated in the employment contract.

In order to better carry out the operation and control of funds, and to use it flexibly, all the cash and other assets and accounting materials of the established company will be kept and controlled by Party A, B and D.

8. After the establishment of the joint-stock company, if the nature of the company is changed to an independent company, in order to better carry out distribution management, market operation, internal coordination, etc., the business license legal representative or responsible person is changed to.

IX. Matters not covered by this Agreement shall be negotiated jointly by Party A, Party B and Party B. This Agreement shall be in six copies, each party shall hold one copy, and the witness shall retain one record, which shall come into effect after being signed by the Party 5 and confirmed by the company's seal.

Party A: Year, month and day

Party B: Year, month and day

Party C: Year, month and day

Ding Fang: Year Month Day

Fang Fang: Year Month Day

Witness::

Company stamp confirmation:

The person in charge of the company signs and confirms:

year month day