[Boutique] shareholding agreement template

This article directory 1 share agreement model 2 share agreement model 3 share agreement model first: share agreement model

person A person B:

After the negotiation between Party A and Party B, Party B shall participate in the development of the property to Party A. Party A and Party B shall conclude a cooperation agreement based on the principles of fairness, equality and mutual benefit as follows:

Article 1, Party B voluntarily shares in Party A's investment in _____ industry.

Article 2 The registered capital of the company is RMB _____ million. This time the company's capital increased to _____ million yuan. The existing shareholder of the company has a capital of _____ million yuan. This time, the share capital of each shareholder is _____ million yuan, and the capital contribution method is: cash. The investment method, capital contribution and share ratio of the investment parties: Party A uses _____ as the capital contribution, and the capital contribution is _____ million yuan, accounting for _____% of the company's registered capital;

Party B shall contribute _____ as its capital contribution, with a capital contribution of _____ million yuan, accounting for _____% of the company's registered capital;

Article 3 Rights and Obligations of the Parties to the Agreement

1. According to the provisions of the company law, the shareholders' meeting and the board of directors shall be formed. The parties to the investment shall commit to the company's organization and its methods of production, powers, rules of procedure, legal representative and financial accounting shall be formulated in accordance with the relevant laws and regulations of the State. See the charter of the limited liability company for details.

2. The responsibilities of the investing parties are limited to the proportion of their invested funds, and the responsibilities of each party are limited to their respective capital contribution to the registered capital. The company's after-tax profits are shared by all parties in proportion to the contribution of the parties to the registered capital.

3. After the company's capital increase and share expansion, it should open a company temporary account within 10 days. If a shareholder contributes money in a currency, it shall deposit the full amount of the money into the company's temporary account within 60 days after the company's temporary account is opened.

4. The parties to this Agreement shall not disclose the contents of this Agreement without the written consent of other parties.

Article 4 Other matters that the parties to the investment believe need to be agreed upon

1. Set up a company preparatory group. The members are composed of shareholders. The shareholder representatives who are the legal representatives represent the team leader and organize the drafting of various files for the establishment of the company;

2. The shareholder who is the legal representative shall advance the preparation expenses, and the company shall bear the expenses after the establishment of the company;

3. The above-mentioned shareholders shall entrust the legal representative to act as the agent to apply for the registration of the company;

Article 5 Modifications, Changes and Termination of this Agreement

1. Once this Agreement is signed, the parties to the investment may not withdraw or withdraw funds in the middle, but may allow purchases, transfers, mergers, etc. between the parties to the investment or with other investment shareholders.

2. Any amendments or changes to this Agreement and its Supplemental Agreement shall be effective only if the parties to the Investment jointly sign the written agreement.

Article 6 Liability for breach of contract

1. If the parties to the investment fail to fulfill their capital contribution obligations as stipulated in this Agreement, the parties to the breach shall be deemed to have unilaterally terminated this Agreement, and the other parties shall have the right to jointly cancel the shareholders' qualifications of the defaulting party in writing, and the investment by the defaulting party. The amount will be compensated as a breach of contract to the observant party; if the defaulting party fails to make capital contribution, the other observant party has the right to jointly cancel the shareholder qualification of the defaulting party in writing, and has the right to pursue the defaulting party’s liability for breach of contract according to the amount of the defaulting party.

2. If any party to the investment violates other agreements in this Agreement, it shall be deemed that the defaulting party unilaterally terminates this Agreement, and the other observant parties have the right to jointly cancel the shareholders' qualifications of the defaulting party in writing, and the investment amount of the defaulting party will be deemed as default. Gold is compensated to the observant.

Article 7 Settlement of disputes

All disputes arising out of or in connection with the implementation of this Agreement shall be settled through friendly negotiation; if the negotiations cannot be resolved, then any party shall have the right to resolve it through litigation.

Article 8 For matters not covered by this Agreement, the parties to the investment shall sign a separate supplemental agreement, which is an effective part of the Agreement and has the same legal effect as this Agreement. Prior to the signing of this Agreement, if the content of any agreement negotiated between the parties conflicts with the content of this Agreement, the content specified in this Agreement shall prevail.

Article 9 This Agreement shall enter into force on the date of signature by the parties to the investment. One copy, one for each party, each with the same legal effect.

Signature of Party A: Signature of Party B: Date of Signature: Place of Signing:

Part 2: Sample of the shareholding agreement

Party A: ID card:

Address: Contact number:

Party B: ID card:

Address: Contact number:

Party C: ID card:

Address: Contact number:

Other parties: ID card:

Address: Contact number:

At the request of the three parties, the three parties as investors jointly invested RMB ___ million to jointly operate the __________ company. The two parties have entered into this agreement on the basis of mutual benefit and common development.

First general rule

1.1. XXXX is established in accordance with the laws of the People's Republic of China and is legally permitted to engage in economic activities. Its head office is located in Jinan City, Shandong Province, the People's Republic of China;

1.2. In accordance with the "Company Law of the People's Republic of China" and the "Contract Law" and related laws, the three parties agreed to join the company as a shareholder by means of capital and in-kind shares. Party A and Party B and Party C agree to abide by this contract with sincerity.

Second company name and address

2.1. The full name of the company in Chinese:

2.2. The full name of the company in English:

2.3. The head office registration location is located at

The branch location is

Article 3 The company's purpose and business scope

3.1. The company operates on the basis of fair and legal business principles of equality and mutual benefit, and obtains the company's satisfactory profits by conducting environmental design and providing decorative services.

3.2. The company should improve its management level, strive to achieve economic benefits, and timely adjust plans and improve working methods according to market changes, so that the company has competitiveness in terms of brand image, design level, work efficiency, project quality and development speed.

3.3. The company provides decoration services, mainly for the Shandong market to carry out and fulfill the relevant business determined by the company.

3.4. The company sets up branch offices in major cities in Shandong Province in the form of flagship stores or franchise stores to operate a number of service businesses required by the company.

Article 4 Registered Capital and Funds

4.1. The company is a limited liability company. Party A’s liability to the company is limited to the amount of investment. The amount of funds from the three parties is 10,000 yuan.

4.2. The company's capital is 10,000 yuan.

The original value of fixed assets of Party A is 10,000 yuan, and the amount of funds issued by Party A is 10,000 yuan.

The original value of fixed assets of Party B is _____ million yuan; the details are _____________________________________________________________________, and the amount of funds from Party B is _____ million.

The original value of Party C's fixed assets is _____ million yuan, the details are ______________________________________________________________________, and the amount of funds issued by Party C is _____ million.

Total current assets _____ million;

The total value of intangible assets is _____ million

The total amount of deferred assets is _____ million;

Other assets: human resources value _____ million;

Based on the above, the company's total assets total _____ million.

The three parties will share profits according to the above proportion of funds, share the losses and risks.

4.3. The three parties shall invest in the amount of cash agreed by both parties. All investments are made into the company at one time.

4.4. The company does not issue shares.

4.5. In addition to the registered capital, if the company needs to replenish funds, it may be raised by the bank in a suitable way according to the enterprise loan method of the People's Republic of China, as determined by the board of directors.

Article 5 Organizational organization

5.1. The company implements the manager responsibility system under the leadership of the board of directors. The board of directors is the highest decision-making body of the company and determines all major issues of the company.

5.2. The board of directors consists of __ directors, and the directors have ________________________________________. The chairman, vice chairman and directors may concurrently serve as managers, deputy managers or other positions of the company.

5.3. Regular board meetings are held, and all decisions of the board of directors must be unanimously approved by all directors. The board of directors meets twice a year and is convened and presided over by the chairman. The chairman of the board must give notice 20 days before the meeting. When necessary, after more than half of the directors' requests, the chairman and the vice-chairman may hold a special meeting after consultation. The meeting minutes are written in Chinese and English, and the records are archived and saved. When the chairman is absent, the vice chairman will act on his behalf. In the absence of a board meeting, the resolution signed by all directors has the same effect as the resolution of the board meeting.

5.4. Matters that need to be unanimously approved by the board of directors include:

Amendments to the articles of association;

Increase and transfer of registered capital of the company;

Extension, termination, dissolution of the company's term and its liquidation and closing work;

Company's development rules and loan plans;

The company's work plan, production and operation plan;

The company's annual financial budget, final accounts and annual accounting statements;

Reserve funds, employee incentives and welfare funds, company development fund extraction plans and annual profit distribution plans;

The appointment and dismissal of the general manager and deputy general manager of the company and the appointment and dismissal of the heads of the departments nominated by the general manager and deputy general manager;

The rules and regulations of the company's operation and management;

Implementation methods of the company's organization, staffing, employee wages, incentives, benefits, etc.;

Company's personnel training program;

Other major issues concerning the rights and interests of both parties.

The general manager and deputy general manager shall preside over the day-to-day operation and management of the company in accordance with this contract and the resolutions of the board of directors. If the general manager is absent, the deputy general manager will act on his behalf. The establishment, organization, responsibilities and personnel arrangements of each department shall be formulated by the general manager and deputy general manager in accordance with the principles determined by the board of directors and approved by the board of directors.

The general manager and deputy general manager shall not concurrently serve as the general manager or deputy general manager of other economic organizations, and shall not participate in other commercial organizations to conduct commercial competition with the company. If the Zheng, Deputy General Manager or other senior management personnel ***, or seriously dereliction of duty, the board of directors has the right to dismiss at any time.

Article 6 Management of the company

6.1. The company is jointly managed by various directors. The company's business policy, major decisions to adopt the principle unanimously adopted by the board of directors. Specific to the financial aspect, the expenditure of the following yuan is signed and approved by the chief in charge. The above-mentioned shareholders of the above-mentioned funds decided to approve the approval.

6.2. The company has an operation and management organization responsible for the daily operation and management of the company. The operation management organization has one manager, the deputy manager ____, and the manager and deputy manager are employed by the board of directors for a term of ____ years.

6.3. The company's chief accountant is ______, ____ name assistance.

6.4. The company's financial accounting accounts are supervised and inspected by the board of directors, and the daily management is the responsibility of the financial manager.

Article 7: Responsibilities and obligations of the three parties

7.1. The three parties shall have the same status as the members of the board of directors of the company from the date of entry into force of the contract, and shall enjoy the same rights and assume the same obligations. Party A shall participate in the dividends according to the proportion of investment from the effective date of the contract, and shall bear joint and several liability for the debt. If the three parties participate in the management of the company or hold certain positions in the company, they will be paid monthly according to the company's labor wage standard, and participate in shareholder dividends at the end of the year.

7.2. Party A shall supervise the company to manage the assets, supervise the enterprise to operate according to law, pay taxes according to the regulations, and perform the contract; do a good job in guiding and coordinating the work. Guide and assist the company to solve problems in technology, business management, etc., and provide advanced and applicable technology and management experience to achieve maximum operating efficiency. Party A has the responsibility to formulate and provide working rules and regulations for management and market development for the company; assist the company in formulating training plans and assist the company in collecting applicable technical, technological, economic information and legal materials related to the company's business.

7.3. Other parties should abide by national laws, implement national policies and plans, complete the various indicators and tasks stipulated in the contract, safeguard the legitimate rights and interests of the state, enterprises and employees, and correctly handle the distribution relationship within the enterprise. The increase or decrease of the company's funds shall be decided by the board of directors and reported to the members of the board of directors for consultation, and the provisions on the distribution ratio of this agreement shall be reasonably adjusted according to the increase or decrease of funds.

7.4. The company's property is shared by all shareholders of the company. No party may dispose of all or any part of the company's property, assets, interests and debts without the unanimous approval of the parties and the board of directors.

7.5. The amount of the three parties' contributions and their rights and interests obtained by participating in the company shall not be transferred.

7.6. The three parties may not withdraw shares during the company's operating period. The tripartite has one of the following circumstances, of course, the withdrawal:

Death or death by law;

Declared as a person without civil capacity according to law;

Individual loss of solvency;

The share of all assets in the company is enforced by the people's court.

Of course, the date of withdrawal is the date on which the legal matter actually occurs.

7.7. If the three parties have one of the following circumstances, they may be delisted by the company's board of directors:

Failure to fulfill the capital contribution obligation;

Loss to the company due to intentional or gross negligence;

There are misconducts in the execution of company affairs;

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

Article 8 Profit Distribution and Taxation

8.1. After the end of each fiscal year, the company's net profit should be distributed to all parties in proportion to the amount of the three parties' investment in the company's registered capital. For the purposes of paragraph 8.1. of this paragraph, “pure profit” means the amount remaining after deducting the following fees from the gross profit:

The amount after deducting the income tax from the gross profit of the company in accordance with the relevant laws and regulations of China and the provisions of this contract;

The amount of the reserve fund established by the relevant laws and regulations of China and set up by the board of directors;

According to the amount of funds required by the board of directors to develop and expand the company's reinvestment;

The amount of special funds for employee rewards and welfare funds established in accordance with relevant Chinese laws and regulations or established by the board of directors.

The company's profits are allocated in the following proportions after the withdrawal of the reserve fund, the enterprise development fund and the employee welfare incentive fund:

Party A: ____%;

Party B: ____%;

Party C: ____%

Other parties: ____%;

The two parties bear the loss or risk of the company according to the above ratio.

The proportions of the reserve funds, enterprise development funds and employee welfare incentive funds listed in the preceding paragraph shall be drawn by the board of directors, but shall not exceed ____% of the gross profit.

8.2. The company's China, overseas Chinese, Hong Kong, Macao and foreign nationals shall pay individual income tax in accordance with Chinese tax laws and regulations.

Article 9: Company's Rights and Labor Wages

9.1. The company has the right:

The board of directors independently operates its own business, and can also hire outsiders to take up the company management work;

Employing employees, the enterprises themselves recruit, according to the principle of merit-based evaluation, the employer and the employee sign a contract. The employed staff may be tried for 3 months to 6 months; the redundant employees of the enterprise due to changes in production and technical regulations may be dismissed if they are unable to adapt to the requirements and cannot adjust to other types of work within the enterprise. For those employees who violate the company's rules and regulations and cause adverse consequences, they may give warnings, demerits, pay cuts, and dismissals according to the seriousness of the circumstances;

9.2. Depending on the needs of the company's operations, it is determined by itself whether to use piece counting or timing, day counting, and monthly salary system;

9.3. The wages and other legitimate income of employees after paying personal income tax can be paid in cash or into individual employee accounts. The company's large economic transactions with other companies or companies need to go through the bank transfer procedures to avoid cash payments.

9.4. If the company suspends business for the reason, it will report the reasons to the relevant departments and go through the procedures for clearing the debts. The assets can be transferred and the funds can be remitted.

Article 10 Accounting and Auditing

10.1. The company shall establish an accounting system in accordance with the Uniform Regulations of the People's Republic of China.

10.2. The company shall prepare quarterly financial statements within ten days of the end of the financial year and distribute copies of the financial statements to Party A and its directors. The financial statements should include the balance sheet and profit and loss statement at the end of the accounting period and are prepared in both Chinese and English. The instructions signed by the company’s financial staff are true and correct.

10.3. The company shall prepare annual financial statements within 30 days after the end of the financial year and distribute copies of the financial statements to Party A and each director. The annual financial statements include the balance sheet and profit and loss statements as of the end of the financial year.

10.4. Party A has the right to audit the company's operating accounts and records at its own expense within one month after the end of each financial year of the company.

Article 11 Transfer

No party may transfer, mortgage, sell or otherwise dispose of all or part of its shares to a third party without the unanimous approval of the board of directors and the approval of the competent approval department of China. If a party wants to transfer shares, the following rules must be observed:

When one party wishes to transfer all or part of its shares in the company, the other shareholders of the company have the right of first refusal;

In order to give priority to the transferee, the respondent shall reply within 30 days after the transferor submits the written transfer request, otherwise the transferor has the right to transfer to the third party;

When the two parties transfer all or part of their investment to a third party, the qualifications and credits of the third party must be approved in writing by the other party. The conditions for the transfer must not be more favorable than the conditions for transfer to the other party. The transferor should transfer the transferee. Two copies of the written agreement on the corresponding partial rights and obligations of the transfer, submitted to the other party;

During the transfer period, the company shall be in normal business, and the company's work shall not be hindered or the organization shall be affected; after the approval of the transfer, the company shall go through the change registration formalities with the Administration for Industry and Commerce within 30 days.

Article 12: Liability for breach of contract:

12.1. When the three parties fail to submit the capital contribution in accordance with the provisions of this Agreement, the defaulting party shall pay ____% of the amount of the output due to the breach of contract to the observant. If the overdue ____ has not been submitted, in addition to the ____% of the liquidated damages that should be paid, the observant party has the right to request the termination of the agreement and the breaching party to compensate the loss. If the parties agree to continue to perform the agreement, the defaulting party shall compensate the economic losses caused by the breach of contract to the observant party.

12.2. Handling of force majeure situations:

In the event of an uncontrollable event or situation, the parties shall be considered a force majeure event, but not limited to fire, wind, flood, earthquake, explosion, war, rebellion, riot, infectious disease and plague. If any party is unable to perform its obligations under this contract due to a force majeure event, the time for performance of the performance of this contract shall be extended for a period of time equal to the delay of the event of force majeure.

Any party affected by the event of force majeure shall immediately notify the other party of the event of force majeure by telegram or telex. If the delay caused by force majeure exceeds 90 days, it shall be determined through friendly negotiation to decide whether to continue the execution of the agreement or terminate early. This Agreement.

12.3. The way to resolve the contract dispute: The dispute arising from the execution of this contract shall be settled by both parties through negotiation. If the negotiation fails, the parties agree to be arbitrated by the ____ Arbitration Commission.

12.4. Shareholders may not withdraw shares in the middle without the consent of the board of directors. If they withdraw from the middle of the journey, in addition to the total losses caused by the compensation, ____% of the amount of the capital will be used as liquidated damages.

Article 13 Termination and liquidation

13.1. Either party may issue a notice of termination of contract at least sixty days before the termination of the contract when:

Party B voluntarily or involuntarily declares bankruptcy, liquidation or dissolution;

In the event that one party fails to perform its obligations under this contract or violates any of the provisions of this contract, the notice of termination of contract shall state the breach of contract and the breach of contract that the defaulting party can correct during the notice without correction;

After the two parties strictly abide by the provisions, they still violate the current laws, decrees or regulations of the government, which prevents the company from continuing to operate.

13.2. After the contract is terminated or terminated early, the company liquidates its assets, claims and debts. In the liquidation, it should be implemented in accordance with the provisions of the contract in accordance with the principle of fairness and reasonableness.

13.3. When the company's operation expires or the contract is terminated, the board of directors shall formulate procedures and principles for liquidation and determine the members of the liquidation committee. The liquidation committee may employ registered accountants and lawyers to serve and make recommendations to the board of directors.

13.4. In accordance with the relevant laws and with the approval of the relevant authorities, the liquidation committee may sell the company as a “company in operation” and sign the subscription agreement.

13.5. If no buyer is willing to purchase a "business in operation", the company's business will be terminated and the liquidation committee can sell the company's assets in a sub-item.

13.6. The defaulting party must be responsible for the financial losses suffered by the party that has applied for the business due to its breach of contract.

Article 14 Insurance

During the performance of the contract period, the board of directors may propose projects insured by the company according to different stages of business.

Article 15 Settlement and Arbitration of Disputes

15.1. All disputes arising out of or in connection with the execution of this contract shall first be settled by friendly negotiation between the parties.

15.2. Since this contract causes any dispute between Party A and Party B, it should first be resolved by the board of directors in a spirit of mutual trust. If it is not resolved within 30 days, Party A and Party B may choose a third party to mediate.

15.3. If the mediation cannot be settled within 30 days, the parties concerned do not stipulate the arbitration institution in this contract, and if they have not reached a written arbitration agreement afterwards, they may sue in the people's court.

15.4. The court's ruling is legally binding on both parties and its costs are borne by the losing party.

Article 16 Entry into force of the Agreement

16.1. After being signed by the representatives of both parties, this Agreement shall be submitted to the relevant competent authorities for approval before it becomes effective. If there are any outstanding matters in the agreement, the Board of Directors shall jointly negotiate and make additional provisions.

16.2. Any provision of this contract or any of the files relating to this contract, except for those that are contrary to the applicable law, unlawful or unenforceable, the remaining, where valid, legal, any provisions of the contract may be enforced It will be implemented and will not be affected and weakened.

Party A:

Party B:

Party C:

January 1, 20XX

Part 3: Model share agreement

Party A: _____ Address: _____ ID number: _____

Party B: _____ Address: _____ ID number: _____

Party A and Party B have reached the following agreement on the basis of joint investment and the establishment of _____ limited liability company based on the "Contract Law of the People's Republic of China" and the "Company Law".

I. Name of the company to be established, domicile, legal representative, registered capital, business scope and nature

1. Company Name: Limited Liability Company

2. Residence: _____

3. Legal representative: _____

4. Registered capital: _____ yuan

5. Business scope: _____, which is subject to the approval of the business sector.

6. Nature: The company is a limited liability company established in accordance with the relevant laws and regulations of the Company Law. Both Party A and Party B shall be responsible for the company within the limits of the capital contribution subscribed at the time of registration.

2. Shareholders and their capital contribution

The company is jointly invested by the shareholders of Party A and Party B, with a total investment of 500,000 yuan, including two parts: start-up funds and registered capital, of which:

1, start-up funds _____ yuan

Party A invested 250,000 yuan, accounting for 50% of the start-up funds;

Party B invested 250,000 yuan, accounting for 50% of the start-up funds;

The start-up funds are mainly used for the company's up-front expenses, including leasing, renovation, and purchase of office equipment. If there is surplus as the liquidity after the company opens, the shareholders may not withdraw.

Before the opening of the company account, the start-up funds are deposited in a temporary account jointly designated by Party A and Party B. After the company is opened, the balance in the temporary account will be transferred to the company account.

Both Party A and Party B shall transfer the start-up funds payable to each of the above temporary accounts within _____ days from the date of signing this Agreement.

2. Registered capital of 500,000 yuan

Party A uses cash as its capital contribution, with a capital contribution of 250,000 yuan, accounting for 50% of the registered capital;

Party B uses cash as its capital contribution, with a capital contribution of RMB 250,000, accounting for 50% of the registered capital;

The registered capital is mainly used for company registration and used for liquidity after the company is opened. Shareholders may not withdraw.

Both Party A and Party B shall deposit the respective registered funds to be deposited into the company's account within 7 days from the date of opening the company's account.

3. Any party that violates the above-mentioned agreement shall bear the corresponding liability for breach of contract in accordance with Article 8.1 of this Agreement.

Third, the company management and functional 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. Party A is the company's executive director and general manager, responsible for the day-to-day operation and management of the company. Specific responsibilities include:

Handle the company registration procedures;

Recruit employees according to the company's operational needs;

Approve daily matters.

Other duties required for the company's daily operations.

3. Party B serves as the supervisor of the company and is specifically responsible for:

Provide necessary assistance to Party A's operation and management;

Check company finances;

Supervise Party A's actions in performing company duties;

Other duties as stipulated in the company charter.

4. Party A's salary is _____ yuan/month, and Party B's salary is _____ yuan/month, which is paid from the temporary account or company account.

5. Major issues handling

The company does not have a shareholder meeting. In case of major events as follows, it must be resolved by both parties A and B:

It is proposed that the company provides guarantees to shareholders, other enterprises and individuals;

Determine the company's business policy and investment plan;

Other matters as stipulated in Article 38 of the Company Law.

For the decision on the above-mentioned major issues, if the opinions of both parties are inconsistent, the principle shall be handled as follows without damaging the interests of the company: __________.

6. In addition to the above-mentioned major issues that need to be discussed, Party A and Party B unanimously agreed to conduct a weekly shareholder meeting to summarize the company's operations in the previous stage and plan the company's next phase of operations.

Fourth, capital, financial management

1. Before the establishment of the company, the funds shall be uniformly collected and paid by the temporary account, and shall be jointly supervised and used by both parties. If one party disagrees with the use of the other party's funds, the other party shall give a reasonable explanation, otherwise one party has the right to demand compensation from the other party. .

2. After the establishment of the company, the funds will be uniformly collected and paid by the opened company account, and the financial affairs will be handled by the financial accounting personnel jointly employed by both parties. The company's accounts should be settled in the day-to-day, and the relevant statements should be promptly submitted to both parties for signature and approval.

V. Profit and loss distribution

1. Profits and losses, both Party A and Party B share and bear the proportion of the paid contribution.

2. The company's after-tax profit can be used to make dividends for shareholders after making up for the company's previous quarterly losses and withdrawing the statutory reserve fund. The specific system for shareholder dividends is:

Dividend time: The first quarter of the first month of each quarter is divided into the previous quarter's profit.

The amount of dividends is 60% of the remaining profit in the previous quarter, and both parties are divided according to the paid contribution.

The company's statutory reserve fund has accumulated more than 50% of the company's registered capital and can no longer be withdrawn.

6. Agreement on conversion or withdrawal of shares

1. Conversion of shares: Within _____ years of the establishment of the company, shareholders may not transfer equity. From the _____ year, with the consent of one shareholder, the other shareholder may transfer the equity. At this time, the untransferred party has the priority to transfer the equity to be transferred.

If a shareholder transfers its entire equity to another party and the nature of the company is changed to a one-person limited liability company, the transferor shall be responsible for handling the corresponding change registration procedures, but if the company loses legal personality due to the illegal transfer of the equity transfer, the transferor Should bear the main responsibility.

If the shares are to be transferred to a third party, the third party's funds, management capabilities and other conditions shall not be lower than the transferor, and the consent of the untransferred party shall be separately obtained.

If the transferor transfers the equity in violation of the above-mentioned agreement, the transfer shall be invalid, and the transferor shall pay the liquidated liquidated damages to the untransferred party __________ yuan.

2. Withdrawal:

A shareholder must first repay its personal debts to the company and obtain the written consent of the other party's shareholders before it can withdraw the shares. Otherwise, the share withdrawal will be invalid, and the proposed shareholder should still enjoy and assume the rights and obligations of the shareholders. Shareholders withdraw shares:

If the company is profitable, 60% of the company's total profit will be distributed according to the share of the company's actual contribution, and another 40% will be the company's asset depreciation expense. After the dividend, the returning party can return the original total investment amount.

If the company has no profit, 80% of the company's existing total assets will be distributed according to the shareholder's contribution ratio, and another 20% will be used as the company's asset depreciation expense. In this case, the returning party may no longer request a refund of its original total investment.

Any withdrawal of shares is settled in cash.

If the nature of the company changes due to one share withdrawal, the returning party shall be responsible for handling the change registration after the withdrawal of shares.

3. Capital increase: If the company's reserve funds are insufficient and need to increase capital, each shareholder will increase the capital contribution according to the proportion of capital contribution. If all shareholders agree, other capital increase measures may be determined according to specific conditions. In the case of a third party's shareholding, the third party shall acknowledge the contents of this Agreement and share and assume the rights and obligations of the shareholders under this Agreement. At the same time, the shareholding matters shall be unanimously agreed by all shareholders.

7. Dissolution or termination of the agreement

1. This Agreement shall terminate if: the company fails to be established due to objective reasons; the company's business license is revoked according to law; the company is declared bankrupt according to law; and both parties agree to terminate this agreement.

2. After the dissolution of this Agreement: Party A and Party B shall jointly carry out liquidation, and may employ Zhongcuo to participate in liquidation if necessary; if there is any surplus after liquidation, both parties shall pay back the capital contribution and distribute the remaining assets according to the proportion of capital contribution after the company has paid off all the debts. . If there is a loss after liquidation, the parties shall share the capital contribution ratio. If the shareholders have to bear joint and several liability for the company's debts, the parties shall repay the capital contribution ratio.

Eight, liability for breach of contract

1. If either party violates the agreement, if it fails to pay the full amount and pays the amount on time, it shall make up the compensation within the day. If the company fails to establish the company as scheduled or causes losses to the company, it shall be liable to the company and the observant party.

2. In addition to the above-mentioned capital breach, if any party violates the provisions of this Agreement and causes losses to the company's interests, it shall be liable to the company and pay the breach of contract _____ yuan.

3. Other breach of contract obligations as agreed in this Agreement.

Nine, other

1. This Agreement shall come into force on the date of signature and drawing by both Party A and Party B. The unfinished matters shall be signed by the two parties in addition to the supplementary agreement, which shall have the same legal effect as this Agreement.

2. In the agreement stipulated in this Agreement, if the internal rights and obligations of Party A and Party B are involved, if this is inconsistent with the company's articles of association, this Agreement shall prevail.

3. In the event of a dispute arising from this Agreement, the parties shall resolve the dispute as far as possible. If the negotiation fails, the dispute may be submitted to the people's court of the company's domicile for settlement.

4. This Agreement is in duplicate. Each Party A and Party B shall hold one copy and have the same legal effect.

person A person B:_____

Signing time: 20XX day and day