[Boutique] Investment Agreement Template

This article directory 1 co-investment agreement 2 withdrawal agreement 3 investment agreement model Part 1: joint investment agreement

The name and residence of the first co-investor

Party A: _________________ Residence: ____________________________________

Party B: _________________ Residence: _________________________________

The co-investors of the above parties have been friendlyly negotiated and, according to the laws and regulations of the People's Republic of China, jointly funded the parties and transferred the shares of _________ in the name of Party A, and initiated the establishment of _______________________ as the sponsor. Matters, the following agreements were reached for mutual compliance.

Article 2 Investment amount and investment method of co-investors

The total contribution of the co-financiers is RMB _________ yuan, of which, the parties contribute respectively: Party A contributes _________ yuan, accounting for _________% of the total capital contribution; Party B contributes _________ yuan, accounting for _________% of the total capital contribution ;

The parties unanimously agreed that Party A will transfer the _________ equity at a premium of 10 times with the total capital contribution, and use the equity as the capital contribution to participate in the establishment of the joint-stock company. The co-investor will hold _________% of the total share capital of the company.

Each co-investor shall release the above-mentioned capital contribution to the designated bank by _________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Article 3 Profit Sharing and Loss Sharing

The co-investors share the profits of the co-investment according to the proportion of their capital contribution to the total capital contribution, and share the losses of the co-investment.

Co-investors are each responsible for co-investment within the limits of their capital contribution, and co-investors are responsible for the joint-stock company to the extent of their total capital contribution.

The shares formed by the co-investor's capital contribution and its indecent assets are the common property of the co-investors, and are shared by the co-investors according to their capital contribution ratio.

After co-investment in the share transfer of a company limited by shares, each co-investor has the right to acquire property in proportion to its contribution.

Fourth transaction execution

1. The co-investor entrusts Party A to perform daily business of co-investment on behalf of all co-investors, including but not limited to:

In the establishment stage of the joint-stock company, exercise and perform the rights and obligations as the promoter of the company limited by shares;

After the establishment of the joint stock company, exercise its rights as a shareholder of the joint stock company and fulfill its corresponding obligations;

Collecting asphyxiation resulting from co-investment and disposing it in accordance with the relevant provisions of this Agreement;

2. Other investors have the right to inspect the implementation of daily affairs, and Party A is obliged to report the operating status and financial status of the joint investment to other investors;

3. The losses generated by Party A's execution of the joint investment firm are owned by all the co-investors, and the losses or civil liabilities incurred shall be borne by the co-investors;

4. Party A shall be liable for compensation if it causes losses to other co-investors due to its negligence or failure to comply with this Agreement.

5. Co-investors may object to Party A's implementation of joint investment matters. When an objection is filed, the execution of the transaction shall be suspended. In the event of a dispute, it is decided by all co-investors;

6. The following matters of joint investment must be agreed by all co-investors:

Transfer of shares jointly invested in a company limited by shares;

Expropriate the above shares;

Replace the executor.

Article 5 Transfer of Investment

1. When a co-investor transfers all or part of its capital contribution to a co-investment to a person other than the co-investor, it must be approved by all co-investors;

2. When co-investors transfer all or part of the investment amount in the joint investment, they shall notify other co-investors;

3. If a co-investor transfers its capital contribution according to law, under the same conditions, other co-investors have the right to be given priority.

Article 6 Other rights and obligations

1. Party A and other co-investors may not transfer or dispose of shares jointly invested;

2. The co-investor shall not transfer the shares and capital contributions held by the co-investor within three years from the date of registration of the company limited by shares;

3. After the establishment of a joint stock limited company, any co-investor may not withdraw the capital contribution from the joint investment;

4. When a company limited by shares cannot be established, the debts and expenses incurred in the establishment of the company shall be shared according to the proportion of the capital contribution of each co-investor.

Article 7 Liability for breach of contract

In order to ensure the actual performance of this Agreement, Party A voluntarily provides all of its guarantees to other co-investors. Party A undertakes to assume liability for breach of contract to other co-investors in the event of default and damage to other co-investors.

Article 8 Other

1. If the matters not covered by this Agreement are agreed by the co-investors, a supplementary agreement shall be signed separately.

2. This Agreement shall enter into force upon signature and seal by all co-investors. This Agreement is in the form of _________ copies, and each co-investor holds one copy.

person A person B:_________

_________Year ____________________________________________

Signing location: _____________ Signing location: _____________

Part 2: The withdrawal agreement

In the same time

Party A: ___________, ______, live __________ city, ID number ______________________

Party B: ___________, ______, live _______ city, ID number ______________________

Party C: ___________, ______, live __________ city, ID number ______________________

Ding Fang: ___________, ______, live __________ city, ID number ______________________

Fang Fang: ___________, ______, live _______ city, ID number ______________________

In view of the fact that: _____________________ is a sole proprietorship enterprise registered under the name of the Wufang, in fact, it is the above-mentioned five-party joint partnership management enterprise, which has _____________________________________________________________________________________________________________________________________________________________________________________ _ agreement as evidence, ______ province ______ city ______ district people's court ______ Minchu word ______ civil judgment also found that the above five parties established a partnership, joint investment business ____________, five People have rights to ____________. According to the agreement of the agreement, the party does not actually contribute capital. All the funds are paid by Party A, B, C and D. The A, B, C and D parties have already invested ______ yuan in ____________. Since the U.S. side registered the five-party joint venture enterprise in its own name and caused a contradiction, the ______ year ______ month ______ day sue the ______ district people's court to sue the A, B, and D, and the five-party partnership could not continue. To continue, the party proposed to withdraw from the partnership. It is hereby that the partner ______ intends to make another business, declares the withdrawal of the partnership and agrees with all the partners to reach the following conditions for the withdrawal of the contract:

The first IX________ of the five-party partnership is hereby agreed by the five parties to withdraw from the partnership.

Article 2 The time for the withdrawal of the party from the partnership shall be the date on which the agreement enters into force. The debts previously incurred by the management of the party ____________ include the owed money and the taxes owed to the institutions. The debts and debts generated by the continued operation and management of the company are no longer available. relationship.

Article 3 After the entry into force of this Agreement, ____________ shall continue to be operated by Party A, Party B and Party D. ____________ All property and creditor's rights shall be owned by Party A, Party B, and Party A, and Party A, Party B and Party shall jointly pay the compensation fee of RMB _______.

Article 4 When this Agreement is signed, the Party shall transfer all the certificates and seals of ____________ to the Party A, Party B and Party B.

Article 5 After the entry into force of this Agreement, the party shall immediately be responsible for the opening of the ____________ network and shall be responsible for changing the lessee to the landlord to the _______ name, so that the party, A and B, will continue to operate normally.

Article 6 After the entry into force of this Agreement, the party is responsible for changing all licenses of ____________, including business licenses, online cultural business licenses, safety audit certificates, fire certificates, health permits, etc., to __________, from A, B, D, and Continue to operate as a partnership.

Article 7 Party A, Party B, and Party B shall pay the compensation fee for the withdrawal of the party to RMB ________, and shall be handed over to the intermediary for keeping ________ at the time of signing, and shall wait for the ____________ to include all business licenses and business licenses for online culture. After the certificate, safety audit certificate, fire certificate, health permit, etc. are changed to __________, the intermediary may deliver the money to the party according to the written authorization of Party A, Party B and Party B. If the intermediary pays the amount to the party without the prior written authorization of the party, the intermediary shall bear the responsibility of immediately returning the money to the party. If the intermediary fails to pay the license to transfer the money to the party, the intermediary shall also be liable for compensation. This article shall be legally binding on the intermediary and the parties upon the signing of this Agreement by the intermediary.

Article 8: Liability for breach of contract

1. If the Party A, Party B, and Party B fail to hand over the compensation for the withdrawal of the party to the intermediary, the corresponding compensation shall be borne;

2. If the debts incurred by the management of the _____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ The four parties bear the responsibility for compensation;

3. If the party fails to transfer all the certificates and seals of ____________ to Party A, Party B and Party B as agreed, all losses caused by the normal operation of ____________ shall be borne by the Party, and every one day after the deadline shall be paid to the Party A, Party B, and Party B. Liquidated damages;

4. If the party fails to open the ____________ network immediately as agreed, it shall be liable for compensation. The standard of compensation is ________ yuan per day, starting from ______ days from the date of signature of this agreement;

5. If the party fails to change the lessee to the landlord to the __________ name and thus affects the normal operation, the party shall be liable for compensation. The compensation standard is daily, starting from _____ days from the date of signature of this agreement;

6. If the party fails to change all licenses of ____________ including business license, online cultural business license, safety audit certificate, fire certificate, health permit, etc. to __________ in accordance with the provisions of Article 6 of this Agreement, The party shall bear the liability for breach of contract. The standard of compensation for breach of contract shall be the total loss suffered by ____________ caused by not transferring in time, or the liquidated damages shall be paid to Party A, Party B, according to the standard of ______ yuan per day.

Article 9 This Agreement shall be in six copies, one for each of Party A, Party B, C, D, and E, and one for each of the relevant agencies for the record and shall have the same legal effect.

Signing by the parties to the contract: ________________________

Intermediary signature: __________________________

Signing time: ___________ year ____________ month ___________ day

Part 3: Model Investment Agreement

___________ Co., Ltd. Address: _______________ and ______________ Company Address: ____________ After friendly negotiation, the joint venture company will set up an agency to reach the following agreement:

company name

Article 1 Chinese Name: __________________________________________________

Article 2 English name: __________________________________________________

Business Scope

Article 3 Management of marine equipment:

The company's main business is agency ____________________________________________________

For ship-specific equipment projects, in order to obtain preferential prices and timely and convenient after-sales service conditions to enhance competition.

Operating agency industrial equipment: __________________________________

In addition to marine equipment, the company's business scope also represents non-marine equipment.

Registered capital

Article 4 The total amount of registered capital of the company is USD___________ USD, and the paid-in capital is USD________ USD.

Equity distribution

Article 5 Party A owns 50% of the total investment amount, and Party B owns 50% of the total investment amount.

Board of Directors

Article 6 The board of directors shall consist of four directors. Party A shall appoint two and Party B shall appoint two. The chairman of the board shall be appointed by Party A and the general manager shall be appointed by Party B.

Article 7 The Board of Directors shall be convened once a year and convened by the Chairman. If necessary, the chairman of the board of directors may convene an ad hoc meeting and a temporary meeting must be notified 20 days in advance. The board meeting is planned to be held at the place where the agency business is high, and the business agent turnover is held at a high level to sum up experience, increase the agency project and check the implementation of the agreement. Each board meeting should have a record and a summary. The minutes of the board of directors are kept as company files.

Article 8 The board of directors must hold more than 2/3 of the directors to attend. When a director is unable to attend, he or she may entrust his or her representative to participate. The working principle of the board of directors is handled by means of equality, mutual benefit and friendly negotiation. The authority of the board of directors is stipulated by the company's articles of association. The authority of the general manager shall be stipulated in the “Employment of the General Manager”, as detailed in the attached file.

Article 9 The members of the board of directors do not receive salaries or allowances from the company. During the meeting or entrusted by the company to study abroad, during the contact business, the transportation, accommodation, meals, office and other expenses required by the company shall be paid by the company.

Article 10 The company implements the general responsibility system under the leadership of the board of directors. The general manager is recommended by the delegating party and the board of directors hires the appointment. The term of office is 5 years and can be re-elected. The salary is determined by the board of directors. If the general manager or manager is not competent or unwilling to continue to serve or the delegate is transferred, the vacancy of the position is recommended by the delegation to the board of directors and approved by the board of directors.

Article 11 The general manager or deputy general manager shall not concurrently serve as the general manager or deputy general manager of another economic organization, and shall not participate in the competition of other economic organizations and the company's business. The general manager or other senior management is corrupt and seriously dereliction of duty, and the board of directors has the right to dismiss them at any time. The company's chairman and directors can hold the same positions in other companies, and the company they serve cannot compete with the company.

Party A and Party B’s responsibilities

Article 12 Party B is responsible for opening up the channels of __________ agents, but it must be confirmed by screening. When it is necessary to assume the obligations of the agency business, it must be confirmed by both parties.

Where the _______________ equipment agency right is obtained, due to different project orders and after-sales service conditions, there are differences in the corresponding preferential prices, and strive to make orders with discounts.

The agent can also take orders without the agency right. The two parties can broaden the supply according to the requirements of the users and work together to receive more orders.

Article 13 Party A shall introduce the applicable items of the recommended __________________ equipment to the domestic ordering unit, and the company may directly sign the order contract with the user. Party A shall send the company's agent marine equipment name, sample and after-sales service measures to the __________________ research institute, which shall be recommended by the designer to the shipyard or shipowner for use in the construction of the new ship. Party A assists the company in handling visas and related matters that require agency services to travel to China.

Accounting and auditing

Article 14 The fiscal year of the company is the calendar year. The first fiscal year will end on ________________________ Accounting adopts the debit and credit accounting method, and the marine product project and the non-shipping product project are accounted for separately. The currency used for the operation, in Hong Kong dollars as the unit of account. After the end of the fiscal year, after deducting operating costs, taxes, benefits, etc., it is pure profit. The distribution of net profit is allocated according to the proportion of investment by both parties.

The distribution of net profit is calculated separately as a percentage of the total gross profit of marine products and non-marine products.

Both Party A and Party B accounted for 50% of the net profit of marine products and non-ship products.

Party A is mainly responsible for marine product projects, while Party B is mainly responsible for non-marine product projects. When the net profit of each project is more than __________________ Hong Kong dollars, the amount of the excess amount of ______% is awarded to the party that exceeds the excess amount, and the balance department They are allocated in accordance with Article 14.

The company's accounting system, format, and preparation of accounting statements, the monthly report shall be 30 days after the end of each calendar month, the quarterly report shall be 45 days after the calendar season, and the annual final accounts shall be reported 60 days after the end of the calendar year. Final accounts are included to reflect the full range of operations.

50% of the total profit of the company is treated as intangible trade expenses, and all expenses are reimbursed on invoices. At the end of the year, the total expenditure exceeds 50% of the total revenue and must be reported by the general manager in writing.

Article 15 Within 60 days after receiving the annual report of a fiscal year, Party A and Party B shall each send an audit team to conduct an audit of the previous annual report, write an audit report, and report to the board of directors for approval.

Article 16 The annual auditor's salary sent by both parties shall be borne by all parties, but the expenses for meals, transportation and office shall be paid by the company. The standard of expenses is determined by the board of directors.

Article 17 After receiving the notice of opposition from the audit team on financial expenses, the general manager shall not solve the problem within 20 days at the latest.

Article 18 The company's archives, accounting accounts and financial statements are in Chinese and English.

Effective, term and termination

Article 19 This Agreement shall enter into force upon signature by the representatives of the dual method.

Article 20 The subsidiary files of this Agreement signed by both parties are an integral part of this Agreement.

Article 21 The company's operating period is 5 years, counting from the date of issuance of the business license. In the first half of the period of the joint venture, one party proposes that the other party agrees to extend the term of the agreement, and the specific matter is decided by the board of directors.

Article 22 The amendments to this Agreement shall be unanimously approved by the Board of Directors. If there are any outstanding issues, you can sign a supplementary agreement.

Article 23 During the period of the agreement, neither party has the right to unilaterally announce the withdrawal or termination, and the termination agreement must be unanimously approved by the board of directors.

When Article 24 is expired, the parties agree that they will not be extended and may be terminated naturally.

Article 25 may be voluntarily terminated if it is unable to continue operations due to bankruptcy or other reasons.

Liquidation

Article 26 When the company agreement expires, the board of directors shall act as the “liquidation committee” until the liquidation is over and announce the dissolution of the company.

Article 27 After the liquidation, the principal and interest of all the investments of Party A and Party B can be fully recovered. If the fixed assets are auctioned, the amount is still insufficient to share the loss according to the proportion of investment by both parties.

Preparation work

Article 28 From the date of signature of this contract, Party A and Party B shall transfer the 50% of the investment amount to the company account of the __________________ bank before 17:00 on the 30th calendar day, and the remaining total amount shall be 50%. The company account of the above bank should be remitted before 17:00 on 90 calendar days.

Article 29 After the signing of this contract, Party A and Party B shall appoint members of the board of directors and convene the first board of directors.

Article 30 After the establishment of the board of directors, the chairman and general manager shall be recommended according to the agreement, the work schedule shall be arranged and the staff shall be hired.

Applicable law and arbitration

Article 31 The ______________ law shall prevail in the signing, entry into force, interpretation, performance, alteration, dissolution and arbitration of disputes of this Agreement.

Article 32 Any dispute arising between the parties to the joint venture arising from this Agreement shall be settled through consultation in a spirit of friendship and trust. If it is still not resolved through negotiation within 30 days, Party A and Party B may recommend a third party to mediate.

Article 33 If the mediation cannot be resolved within 30 days, the dispute shall be finalized by arbitration.

Article 34 The arbitration fee shall be paid by the losing party or in accordance with the decision of the Arbitration Commission.

force majeure

Failure by either party to the joint venture company to perform or delay the performance of its obligations shall not be deemed to be a failure of the party to perform its obligations under this Agreement:

A force majeure event or a combination of several events in either of Article 35 causes an obligation to obstruct or delay the performance of this Agreement.

Article 36 In the event of an event referred to in Article 35, the other party shall take reasonable steps and measures to resolve the various factors that impede or delay the performance of this Agreement.

Article 37 In the event of force majeure, the party subject to force majeure shall notify the other party of the company as soon as possible and continue to implement this Agreement through friendly negotiation.

Agreement text and working language

Article 38 For the purposes of this Agreement and its accompanying archives, both Chinese and English shall be used in both Chinese and English. Both texts have the same legal effect.

Article 39 Both parties agree to use Chinese and English as their working languages.

Notice

Article 40 Any party to the joint venture shall send notices, files, telegrams and telex to the other party at the following address and shall be deemed to have been served on the date of receipt.

______________________ Co., Ltd. __________________________

Address: ________________________ Address: ____________________________

Telex / Telegraph: __________________ Telex / Telegraph: ______________________

Phone: __________________ Phone: ______________________

text

Article 41 The English and Chinese versions of this contract are in seven copies. Each party shall hold three copies of the contract, and the company shall keep a copy of it.

person A person B

________________________ Co., Ltd. ________________________

Signature: __________________________ Signature: ____________________________

Name: __________________________ Name: ____________________________

Position: __________________________ Position: ____________________________

Witness witness

Signature: __________________________ Signature: ____________________________

Name: __________________________ Name: ____________________________

Position: __________________________ Position: ____________________________

date:__________________________

Note: A joint venture agent refers to an enterprise established by a company, enterprise, organization or legally qualified individual with legal person status in two or more countries or regions in accordance with the applicable law of the legal address of the joint venture agency. Different types of competitive products are used to obtain the “product discount” and “commission” of the commissioned manufacturer as profits. The characteristics of joint venture agency operations are joint investment, joint operation, total profit and loss and shared risks.

Such joint venture agents have registered capital and good reputation. In order to promote the business, in the place where the products are concentrated, in general, a “repair service center” will be established to maintain the reputation of the products and carry out after-sales service.