[Boutique] Shareholders Agreement

Article 1: Shareholders Agreement

Party A:

address:

identity number:

Party B:

address:

identity number:

Party A and Party B have reached the following agreement on the basis of friendly negotiations based on the "Contract Law of the People's Republic of China", the "Company Law" and other relevant laws and regulations.

Name of 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: The project approved by the industrial and commercial department shall prevail.

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.

Second, shareholders and their capital contribution

The company is jointly invested by the shareholders of Party A and Party B. The total investment amount is RMB, including the start-up capital and the registered capital, among which:

1, start the capital yuan

Party A's capital contribution, accounting for 50% of the start-up funds;

Party B's capital contribution, 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, purchase of office equipment, etc. 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 the above temporary account within the day of signing this Agreement.

2, registered capital

Party A uses cash as its capital contribution and contributes RMB in RMB, accounting for 50% of the registered capital;

Party B uses cash as its capital contribution and contributes RMB in RMB, accounting for 50% of the registered capital;

The registered capital is mainly used for company registration, and is 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 the day of the opening of the company's account.

3. Any party who violates the above 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;

Approval of daily matters.

Other duties required by 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 RMB/month, and Party B's salary is RMB/month, which are paid from the temporary account or company account.

5, major issues

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

It is proposed that the company provides guarantees for 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 following measures shall be taken without prejudice to the interests of the company:

6. In addition to the above-mentioned major issues that need to be discussed, both parties agree to hold a weekly shareholder meeting to summarize the company's operations in the previous stage and plan the company's next phase of operations.

Fourth, funds, 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 and the relevant statements should be promptly signed by both parties. Accreditation filing.

Five, profit and loss distribution

1. Profits and losses, both A and B share and bear in accordance with the paid contribution ratio.

2, the company's after-tax profit, in the company's previous quarterly losses, and the withdrawal of the statutory reserve fund, before the shareholder dividends. The specific system of shareholder dividends is:

Dividend time: The first quarter of the first month of each quarter is the last quarter profit.

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

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

Sixth, the agreement to convert or withdraw shares

1. Conversion of shares: During the year of establishment of the company, shareholders may not transfer equity. Since the first 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 company intends to transfer the shares 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 defaulting party the non-transferable party.

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. The sharer may not request the distribution. After the dividend is paid, the withdrawal party can The original total investment amount is refunded.

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 the company's asset depreciation expense. The withdrawal party may not request the allocation. In this case, the withdrawal party may not request any further. Return the original total investment.

Any time the share withdrawal is settled in cash.

If the nature of the company changes due to the withdrawal of one party, 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 the specific situation. If the third party shares are added, the third party should recognize this. The contents of the agreement and share and assume the rights and obligations of the shareholders under this agreement, and the shareholding matters must be unanimously agreed by all shareholders.

Seven, the termination 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 conduct 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 after the company has paid off all the debts, and allocate the remaining assets according to the proportion of capital contribution. 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 debt, the parties will repay the capital contribution ratio.

Eight, liability for breach of contract

1. If either party violates the agreement, if it fails to make full payment, it shall be replenished 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.

3. Other liability for breach of contract as agreed in this Agreement.

Nine, other

1. This Agreement shall come into force on the date of signature and drawing by both parties. The unfinished matters shall be signed by the two parties separately, and the supplementary agreement 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 it is inconsistent with the company's articles of association, this Agreement shall prevail.

3. Due to disputes arising from this Agreement, both 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: XX year and month

Part 2: Shareholders Agreement

Party A: , ID number:

Party B: , ID number:

Party C: , ID number:

Ding Fang:, ID number:

Chapter I General Provisions

Article 1 In order to meet the needs of establishing a modern enterprise system, the legal rights and mutual obligations of the shareholders of the company shall be clarified. This Agreement shall be formulated in accordance with the relevant provisions of the Company Law of the People's Republic of China and other laws and regulations.

The second company name is: . The company is a corporate legal person. The shareholder is responsible for the company within the limits of its capital contribution. The company is responsible for the company's debt with all its assets.

Article 3 The place of residence of the company is:

Chapter II Purpose and Business Scope

Article 4: The company's tenet: Give full play to the advantages of the company, face the domestic and international markets, actively carry out diversified operations, and strive to maximize the optimal operating performance and profit, and provide a favorable return for all shareholders.

Article 5 Business scope of the company:

Chapter III Registered Capital, Shareholders' Contribution Methods and Proportion

Article 6 The registered capital of the company is: RMB 500,000.

Article 7 The parties agree to agree on the proportion of capital contribution and the mode of capital contribution:

Party A%, the capital contribution method is RMB 10,000 yuan;

Party B%, the capital contribution method is RMB 10,000 yuan;

Party C%, the capital contribution method is RMB 10,000 yuan;

Ding Fang%, the capital contribution method is RMB 10,000.

Chapter IV Rights and Obligations of Shareholders

Article 8 Within the day after the signing of this Agreement, all shareholders shall, in accordance with the agreement, go through the procedures for the payment of the capital contribution, and deposit the full amount of the money into the account opened by the company in the bank. After the completion of the formalities, the assets and contributions of the shares will be owned by the company.

If a shareholder fails to pay the capital contribution in accordance with the provisions of the preceding paragraph, it shall, in addition to paying the full amount to the company, also bear the liability for breach of contract to the shareholders who have paid the capital in full and on time.

Article 9 Shareholders have the following rights:

Participate in the shareholders' meeting and enjoy voting rights according to its share of capital contribution;

Understand the company's operating conditions and financial status;

Elected and elected as board members and supervisors;

Dividends according to the proportion of capital contribution;

Priority to purchase the registered capital added by the company or the shares transferred by other shareholders according to law;

After the company terminates or liquidates, the company's remaining assets are legally obtained;

Have the right to inspect the minutes of the shareholders' meeting, copy the company's articles of association, resolutions of the board meeting, resolutions of the board of supervisors and financial accounting reports;

The rights enjoyed by other laws and regulations;

Article 10 Shareholders undertake the following obligations:

Comply with the company's articles of association and abide by the law;

Pay the subscribed capital on schedule;

Responsible for the company's debt according to the amount of capital contribution it has subscribed to;

After the company's registration procedures are established in accordance with the law, shareholders may not withdraw their investment;

Do not engage in or engage in any activity that harms the company’s interests:

Do not interfere with the normal business activities of the company without lawful reasons;

Keep company secrets.

Other obligations under the Companies Act

Chapter V Shareholders' Meeting

Article 11 The shareholders' meeting is the company's authority and exercises the following powers in accordance with the law:

Determine the company's business policy and investment plan;

Elect and replace directors and decide on the remuneration of directors;

Elect and replace the supervisors who are represented by the shareholders, and decide the remuneration of the supervisors;

Review and approve the report of the board of directors;

Review and approve the report of the supervisor;

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

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

Make a decision on the company to increase or decrease the registered capital;

Resolving a shareholder's transfer of capital contribution to a person other than the shareholder;

Make resolutions on mergers, divisions, changes in business scope, and liquidation;

Amend the company charter.

Article 12 The first meeting of the shareholders' meeting shall be convened and presided over by Party A.

Article 13 The shareholders' meeting shall be exercised by the shareholders in accordance with the proportion of capital contribution, and each yuan shall be one voting right.

The increase or decrease of registered capital, division, merger, dissolution, liquidation, change of company form, modification of the articles of association, and external guarantees of the company shall be approved by the shareholders who have more than two-thirds of the voting rights;

For general affairs other than those listed above, more than half of the voting rights were passed.

Article 14: Meetings of shareholders' meetings are divided into regular meetings and ad hoc meetings.

Regular meetings are held on time in accordance with the provisions of this Agreement.

An ad hoc meeting may be convened by more than one-third of the shareholders or more than one-third of the shareholders representing more than one-tenth of the voting rights. However, all shareholders shall be notified before the meeting date, and regular meetings shall be held once every six months. Shareholders attending the shareholders' meeting may also entrust others to participate in writing and exercise the rights stated in the power of attorney.

If a shareholder does not participate in the shareholders' meeting and does not entrust others to participate in the case after notification, it shall be deemed to have automatically abstained from voting.

If there is a malicious or obvious intention to not notify some shareholders and convene a shareholder meeting, causing some shareholders to fail to participate in the shareholders' meeting, the resolution made by the shareholder meeting is invalid, and the matter to be discussed shall be re-voted.

Article 15 The shareholders' meeting shall make a written resolution on the matters discussed, and the shareholders attending the meeting shall sign the resolution. Meeting minutes and written resolutions should be kept in a safe place.

Chapter VI Board of Directors

Article 16 The company shall establish a board of directors, with Party A serving as the chairman of the company and a legal representative of the company. The company's daily operating expenses above the yuan require the signature of the chairman.

The company does not set up a vice chairman.

Article 17 Directors are elected by the shareholders' meeting.

When the chairman is absent, the director appointed by the chairman acts on behalf of the chairman.

The board of directors adopts the principle of two-thirds majority of the members on the matters discussed.

The board of directors is convened once a quarter and may be convened at any time if there are major issues.

Article 18 The board of directors shall be convened and presided over by the chairman of the board of directors. The directors, general managers and supervisors shall be notified to the company a few days ago. In case of emergency, they may be notified in advance, if the above-mentioned personnel have not notified more than two times and postponed a meeting time. The meeting is deemed to automatically waive the corresponding rights and the resolutions made by the board of directors are valid.

Meetings of the board of directors shall produce minutes of the meeting and resolutions of the board of directors, and all personnel attending the meeting shall sign.

Article 19 The board of directors is responsible to the shareholders' meeting and 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

Develop a plan for companies to increase or decrease their registered capital;

Formulate company mergers, divisions, changes in company forms, dissolution, and liquidation plans;

Determine the configuration of the company's internal management organization;

Appoint or dismiss the general manager of the company, and appoint or dismiss the person in charge of finance according to the nomination of the general manager to determine the remuneration.

Develop a basic management system for the company;

Formulate amendments and descriptions of the company's articles of association

In the event of an emergency such as a war or a major natural disaster, the company shall exercise special discretion and disposition of the company's affairs, and report to the shareholders' meeting in due course.

Chapter VII Supervisory System

Article 20 The company shall have one supervisor and Party B shall be the supervisor of the company.

Article 21 The supervisor shall exercise the following powers:

Check company finances;

Supervising the conduct of directors, managers and other management personnel in performing company duties, and recommending removal of directors and managers who violate laws, administrative regulations, articles of association or shareholders' resolutions;

When directors, managers and other management personnel harm the company's interests, they are required to correct them;

It is proposed to convene an extraordinary shareholders meeting to convene and preside over the shareholders' meeting when the board of directors fails to perform the functions stipulated in this Law and preside over the duties of the shareholders' meeting;

Submit a proposal to the shareholders meeting;

When directors, managers and other management personnel violate the company law and cause losses to the company, they may file a lawsuit against them;

Other duties as stipulated in the company's articles of association.

Chapter VIII General Manager

Article 22 The company shall have one general manager and shall be held by Party C. The general manager is responsible to the board of directors and is responsible for the specific business activities of the company and exercises the following powers:

Organize the implementation of board resolutions

Hosting the company's business activities and management

Formulate the internal management organization setting plan of the company

Organize the implementation of the company's annual business plan and investment plan

Formulate various management systems of the company

To hire or dismiss the company's deputy manager, financial officer and other personnel

General Manager attends board meeting

Decide on the financial expenses required for normal business operations

Other powers conferred by the board of directors.

Chapter IX Transfer of Shareholders and Equity Transfer

Article 23 After the company's shareholders register, the company's shareholders may not withdraw their investment, but may transfer the capital according to law.

Article 24 Shareholders may transfer all of their contributions either in part or in part.

Article 25 When a shareholder transfers its capital contribution to a person other than the shareholder, it must be approved by more than half of all shareholders; the shareholder shall notify the other shareholders in writing of the share transfer, and the other shareholders shall obtain the consent from the date of receipt of the written notice. If it is not answered within 10 days, it shall be deemed to have agreed to the transfer. If more than half of the other shareholders disagree with the transfer, the shareholders who do not agree shall purchase the equity of the transfer; if they do not purchase, they shall agree to the transfer.

Under the same conditions, other shareholders have the right of first refusal under the same conditions. Where two or more shareholders claim to exercise the right of first refusal, they shall negotiate to determine their respective purchase ratios; if the negotiation fails, the preemptive right shall be exercised according to the respective capital contribution ratio at the time of transfer.

Article 26 After a shareholder transfers its capital contribution according to law, the company shall record the name, domicile and the amount of capital contributed by the transferee in the register of shareholders, and go through the formalities of registration or filing of business registration in accordance with the law.

Article 27 In any of the following circumstances, a shareholder who votes against the resolution of the shareholders' meeting may request the company to acquire its shareholding at a reasonable price:

The company does not distribute profits to shareholders for five consecutive years, and the company is continuously profitable for five years and meets the conditions for allocating profits;

The company merges, separates and transfers the main property;

The expiration of the business period stipulated in the company's articles of association or other reasons for dissolution as stipulated in the articles of association, the shareholders' meeting passed a resolution to amend the articles of association to make the company survive.

Chapter 10 Company Capital Increase and Increase Shareholders

Article 28 The company is allowed to increase the number of shareholders in accordance with the provisions of the Company Law, but the industrial and commercial registration procedures shall be handled in accordance with the law.

Article 29 The specific measures for increasing the shareholder's procedures, the amount of capital contribution, and the proportion of capital contribution conversion shall be formulated by the board of directors of the company and submitted to the shareholders' meeting for approval. Shareholders have the right to subscribe for capital contributions in accordance with the proportion of paid contributions.

Chapter XI Financial Accounting and Profit Distribution

Article 30 The company establishes a financial accounting system according to law. The specific system is proposed by the executive director or the board of directors and reported to the shareholders meeting for voting.

Article 31 The company's fiscal year begins on January 1 and ends on December 31 of each year. All the company's vouchers, documents, books, and statements are written in Chinese characters.

Article 32 Profit distribution refers to the company's expenditure on various expenses, tax payment according to law and the withdrawal of three gold. The net profit is distributed according to the proportion of shareholders' investment. The investment of shareholders is recycled in the form of profit distribution year by year. Shareholders are not allowed to withdraw investment at will. .

Article 33 The start-up expenses incurred by the shareholders before the company is incorporated shall be included in the capital contribution of the shareholders. After the shareholders who have fully subscribed the capital contributions are legally registered, the expenses are included in the company's expenses and are paid out of the company's registered capital. The individual shareholder no longer bears the expenses of the company, and the actual expenses incurred by the shareholders for the normal operation of the company are reimbursed by the company.

Article 34 Profit distribution shall be conducted once every fiscal year. If the company loses its business, it shall make up for losses according to law.

Article 35 The company shall produce a financial accounting report at the end of each fiscal year, which shall be sent to the shareholders by the chairman of the board before the date of each year. If there is a loss, a detailed written explanation shall be made of the reasons for the loss.

Article 36 Financial accounting reports must include the following financial statements and subsidiary schedules:

Balance sheet

Profit and loss statement

Statement of changes in financial position

Cash flow statement

Financial statement

The list of creditor's rights and debts, including the time of occurrence, the period of performance, the amount, and the cause of the occurrence;

Loss reason statement.

Chapter Twelve Labor Employment System

Article 37 The company must protect the legitimate rights and interests of employees, sign labor contracts with employees according to law, participate in social insurance, strengthen labor protection, and achieve safe production.

Chapter 13 Dissolution and Liquidation

Article 38 The term of business of the company shall be calculated from the date of issuance of the company's Business License for Enterprise Legal Person.

Article 39 A company may be dissolved if it has one of the following circumstances:

When the business period expires or other dissolution reasons specified in the company's articles of association appear

Shareholders' meeting decided to dissolve

Disintegrated due to merger, division, merger and acquisition, merger

The company was declared bankrupt according to law

The company was revoked business license according to law

Due to force majeure, if the company has a loss for consecutive years after the establishment of the company and is unable to continue its operation, the company may terminate the company and liquidate it with the consent of the shareholders' meeting.

Other legal reasons.

Article 40 When the company is dissolved, the liquidation group shall be established according to the provisions of the "Company Law" to liquidate the company. After the liquidation is completed, the liquidation group shall prepare a liquidation report, report it to the shareholders' meeting for confirmation, and submit it to the company registration authority for cancellation of registration. The announcement company terminated.

Article 41 The liquidation group shall exercise all functions and powers stipulated in the "Company Law" during the liquidation period and shall proceed in accordance with the procedures stipulated in the "Company Law".

Chapter 14 Dispute Resolution

Article 42. Disputes between shareholders shall be settled through friendly negotiation. Any party that fails to negotiate may file a lawsuit in the people's court.

Article 43. When any shareholder defaults, resulting in the inability or performance of this Agreement, in addition to the actual loss of the company, the shareholder has the right to request the transfer of the shares in accordance with the provisions of Chapter IX of this Agreement.

Chapter 15 Other Matters

Article 44 This Agreement shall be concluded by mutual agreement of shareholders, and all shareholders shall sign or seal the agreement, and shall take effect on the date of approval of the establishment of the company by law.

Article 45 The matters not covered by this Agreement shall be governed by the relevant provisions of the Company Law and other laws and regulations. It may be settled through consultations with all shareholders who have entered into the agreement and may supplement this agreement if necessary. The supplementary agreement must be submitted to the examination and approval department for record.

Article 46 The articles of association of the company formulated in accordance with the principles stipulated in this Agreement shall be an integral part of this Agreement and shall be observed by all shareholders.

Article 47 This Agreement shall be in six copies and one share of each shareholder. If the shareholder is increased, it shall be increased according to actual needs. The other two were retained by the witnesses.

Part 3: Shareholders Agreement

Chapter I General Provisions

_________, _________ and _________, in accordance with the "Company Law of the People's Republic of China" and other relevant laws and regulations, in accordance with the principle of equality and mutual benefit, through friendly negotiations, the joint venture to establish _________ matters, the conclusion of this contract.

Chapter II Shareholders

Article 1 The parties to this contract are:

Party A: _________, ID: _________, address: _________

Party B: _________, ID card: _________, address: _________

Party C: _________, ID: _________, address: _________

Chapter III Company Name and Nature

The second company name is: _________.

The third company residence is: _________.

Article 4 The legal representative of the company is: _________.

Article 5 A company is a limited liability company established in accordance with the Company Law and other relevant regulations. The three parties shall be responsible for the company's credits and debts to the extent of their respective contributions. The parties share profits according to their capital contribution and share risks and losses.

Chapter IV Total Investment and Registered Capital

Article 6 The registered capital of the company is RMB _________.

Article 7 The capital contribution and capital contribution methods of the parties are as follows: Party A: _________; Party B: _________; Party C: _________.

Chapter V Business Purposes and Scope

Article 8 The company's business objectives: _________.

Article 9 The business scope of the company is: _________.

Chapter VI Shareholders and Shareholders' Meeting

Section 1 shareholder

Article 10 After the parties have paid the capital in accordance with the provisions of Article 6 of this contract, they become shareholders of the company. The shareholders of the company enjoy rights and assume obligations according to the shares of the shares they hold.

Article 11 The shareholders of the company enjoy the following rights:

Dividends and other forms of interest distribution in accordance with the share of shares held by them;

Participate in or elect representatives to participate in the shareholders' meeting and the board of directors and have the right to vote;

Exercise voting rights in accordance with the share of shares held by them;

Supervise the company's business practices, make recommendations or ask questions;

Transfer the shares held in accordance with the provisions of laws, administrative regulations and company contracts;

Obtain relevant information in accordance with the law and the company contract;

When the company terminates or liquidates, it participates in the distribution of the company's remaining assets according to the shares it holds;

Other rights granted by law, administrative regulations and company contracts.

Article 12 The shareholders of the company shall bear the following obligations:

Comply with the company contract;

Pay the shares according to the shares and shareholdings subscribed by them;

Except as stipulated by laws and regulations, no refund may be made;

Other obligations that the law, administrative regulations and company contract stipulate.

Article 13: Shareholders may transfer all their capital contributions or partial contributions to each other. When a shareholder transfers its capital contribution to a person other than the shareholder, it must pass the consent of more than half of the shareholders. The shareholders who do not agree with the transfer shall purchase the capital contribution of the transfer. The purchase of the capital contribution of the transfer is deemed to be a consent to the transfer. With the consent of the shareholders to transfer the capital, under the same conditions, other shareholders have the right to purchase the capital.

Article 14 When exercising the voting rights, the shareholders of the company shall not make decisions that damage the legitimate rights and interests of the company and other shareholders.

Section 2 Shareholders' Meeting

Article 15 The shareholders' meeting shall be composed of all shareholders, and the shareholders' meeting shall be the highest authority of the company.

Article 16 The shareholders' meeting shall exercise the following powers:

Determine the company's business policy and investment plan;

Elect and replace directors and decide on the remuneration of directors;

Elect and replace the supervisors who are represented by the shareholders, and decide the remuneration of the supervisors;

Review and approve the report of the board of directors or executive director;

Review and approve the report of the board of supervisors or supervisors;

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

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

Make a resolution on the company's increase or decrease in registered capital;

Make a resolution on the issue of corporate bonds;

Resolving a shareholder's transfer of capital contribution to a person other than the shareholder;

Make resolutions on matters such as merger, division, change of form, dissolution and liquidation of the company;

Modify the company contract;

Other important matters.

Article 17 The resolution of the shareholders' meeting shall be passed by the shareholders representing more than one-half of the voting rights. However, the resolution of the company to increase or decrease the registered capital, separate, merge, dissolve or change the company form and modify the company contract must be passed by shareholders who represent more than two-thirds of the voting rights.

Article 18 The shareholders' meeting shall be exercised by the shareholders in accordance with the proportion of capital contribution.

Article 19 The shareholders' meeting shall be held once a year. More than one-third of the shareholders or supervisors representing more than one-quarter of the voting rights may propose an interim meeting. The shareholders' meeting shall be convened by the board of directors and presided over by the chairman. If the chairman of the board of directors is unable to perform his duties due to special reasons, the chairman shall appoint another director to preside.

Article 20 The shareholders meeting shall be convened and all shareholders shall be notified 10 days before the meeting.

The shareholders' meeting shall make a meeting record of the decisions on the matters discussed, and the shareholders attending the meeting shall sign the minutes of the meeting.

Chapter VII Directors and Board of Directors

First quarter director

Article 21 The directors of the company are natural persons.

Article 22 The personnel specified in Articles 57 and 58 of the Company Law shall not serve as directors of the company.

Article 23 The directors shall be elected or replaced by the shareholders' meeting for a term of three years. Upon expiration of the term of office of the directors, they may be re-elected. Before the expiration of the term of office of the directors, the shareholders' meeting shall not remove their duties without cause.

Article 24 Directors shall abide by the provisions of laws, regulations and company contracts, faithfully perform their duties and safeguard the interests of the company. Directors shall bear the following obligations:

Exercise rights within the scope of their duties and must not exceed their rights;

It is not allowed to enter into a contract or conduct a transaction with the company without the company contract or the approval of the board of directors;

Do not directly or indirectly participate in commercial activities of the same or similar nature as the company's business, or engage in activities that harm the interests of the company;

Do not use the power to accept bribes or obtain other illegal income, and may not encroach on the company's property;

Do not misappropriate company funds or arbitrarily lend company funds to other institutions;

Commissions related to company transactions may not be accepted without the approval of the shareholders' meeting;

Company assets may not be opened for account storage in the name of their individual or other individuals;

The company’s assets are not guaranteed by the company’s shareholders or other individuals’ debts;

Company secrets may not be disclosed without the consent of the shareholders' meeting.

Article 25 No director shall act on behalf of the company or the board of directors in his own name without the provisions of the company contract or the legal authorization of the board of directors.

Article 26 If a director fails to attend in person for two consecutive times and does not entrust other directors to attend the board meeting, he shall be deemed unable to perform his duties. The board of directors shall recommend that the shareholders' meeting be replaced.

Article 27 A director may resign before the expiration of his term of office. A director's resignation shall submit a written resignation report to the board of directors.

Article 28 If, due to the resignation of a director, the board of directors of the company is lower than the legal minimum number, the resignation report of the director shall be effective only after the next director fills the vacancy caused by his resignation.

The remaining board of directors shall convene an extraordinary shareholders meeting as soon as possible to elect directors to fill the vacancies arising from the resignation of the directors. Before the shareholders' meeting decides on the election of the directors, the directors of the resignation and the functions of the remaining board of directors shall be subject to reasonable restrictions.

Article 29 If a director resigns or the term of office expires, his obligations to the company and its shareholders shall not be abolished within a reasonable period after the resignation report has not yet entered into force or become effective, and the reasonable period after the end of the term of office is not, of course, The obligation to keep confidential trade secrets remains in effect after the end of his or her employment until the secret becomes public information. The duration of other obligations shall be determined on the basis of fairness, depending on the length of time between the occurrence and departure of the event and the circumstances and conditions under which the relationship with the company ends.

Article 30 The directors who have not yet completed their duties shall be liable for compensation for the losses caused by their arbitrarily leaving the company.

Article 31 The company does not pay taxes for directors in any form.

Article 32 The provisions of this section concerning directors' obligations shall apply to the company's supervisors, general managers and other senior management personnel.

Section 2 Board of Directors

Article 33 The company shall have a board of directors and be responsible to the shareholders. The board of directors consists of seven directors.

Article 34 The board of directors is responsible to the shareholders' meeting and 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 plans for companies to increase or decrease their registered capital;

Formulate plans for merger, division, change of company form, and dissolution of the company;

Decide on the setting of the company's internal management organization;

Appoint or dismiss the general manager of the company, appoint or dismiss the company's deputy general manager and financial controller according to the nomination of the general manager, and determine the remuneration;

Develop a basic management system for the company;

Formulate a plan to modify the company contract;

Other powers conferred by the shareholders' meeting.

Article 35 The board of directors shall employ experienced technical experts and other management experts who have expertise in high-tech fields to form an expert committee to assist the board of directors in making decisions on management investment projects. The board of directors of the company may, at its discretion, invest with funds not exceeding 80% of the company's total assets, but strictly abide by the laws and regulations.

Article 36 The board of directors shall have one chairman, which shall be elected or decided to be removed by a majority of all directors.

Article 37 The chairman of the board of directors exercises the following powers:

Convene and preside over board meetings;

Supervise and inspect the implementation of the resolutions of the board of directors;

Sign the important files of the board of directors and other files signed by the legal representative of the company;

Exercise the authority of the legal representative;

In the event of a force majeure such as a major natural disaster, the company shall exercise special treatment rights in accordance with the law and the company's interests, and report to the company's board of directors afterwards;

Other powers conferred by the board of directors.

Article 38 When the chairman of the board of directors is unable to perform his functions and powers, the chairman of the board of directors shall designate other directors to act on his behalf.

Article 39 The board of directors shall meet at least twice a year, be convened by the chairman of the board of directors, and notify all directors in writing ten days before the meeting.

Article 40 In any of the following circumstances, the chairman of the board of directors shall convene an interim board meeting within seven working days:

When the chairman thinks it is necessary;

When more than one-third of the directors jointly propose;

When the board of supervisors or supervisors proposes;

When the general manager proposed.

Article 41 The board of directors convening an interim board meeting shall notify all directors in writing three days before the meeting.

In the case of Article 43 of this Chapter, if the chairman is unable to perform his duties, he shall appoint a director to convene an interim board meeting on his behalf; the chairman shall not perform his duties without reason, and shall not appoint specific personnel to perform duties on his behalf. A director may be elected by more than one-half of the directors to convene a meeting.

Article 42 The notice of the board meeting shall include the following contents:

Date and place of the meeting;

Duration of the meeting;

Causes and issues;

The date the notice was given.

Article 43 A board meeting shall be held only when more than one-half of the directors are present. The board of directors decides to vote by name. Each director has one vote. The directors must choose one of the votes in favor, against or abstain from voting. The resolutions made by the board of directors shall become effective upon approval by more than half of all directors.

Article 44 The provisional meeting of the board of directors may, in the context of ensuring the full expression of opinions of the directors, make a resolution in writing or by fax, and shall be signed by the participating directors.

Article 45 A board meeting shall be attended by the director himself. If the director is unable to attend for any reason, he may entrust other directors to attend the meeting in writing.

The power of attorney shall state the name, agency, license and expiration date of the agent and shall be signed or sealed by the principal.

The directors present at the meeting shall exercise the rights of the directors within the scope of authorization. If a director fails to attend a meeting of the board of directors and does not entrust a representative to attend, he shall be deemed to have waived his right to vote at the meeting.

Article 46 The board of directors shall have records. The directors and recorders attending the meeting shall sign the minutes of the meeting. The directors present at the meeting have the right to request an explanatory record of their statements at the meeting on the record. The minutes of the board meeting are kept as company files and the retention period is 50 years.

Article 47 The minutes of the board meeting include the following:

Date, place and name of the convenor;

The name of the director present and the names of the directors entrusted by others to attend the board of directors;

Agenda;

Key points of the directors' speeches;

The voting method and result of each resolution.

Article 48 A director shall sign the resolution of the board of directors and assume responsibility for the resolutions of the board of directors. If the board of directors violates laws, regulations or company contracts and causes losses to the company, the directors participating in the resolution shall be liable to the company. However, it was proved by the minutes of the meeting that the director who had indicated the objection at the time of voting could be exempted from liability.

Chapter VIII General Manager

Article 49 The company shall have one general manager who shall be appointed or dismissed by the board of directors. Directors may be employed as general managers, deputy general managers or other senior management personnel, but directors who concurrently serve as general manager, deputy general manager or other senior management personnel shall not exceed one-half of the total number of directors of the company.

Article 50 The personnel specified in Articles 57 and 58 of the Company Law shall not be the general manager of the company.

Article 51 The general manager shall serve for a term of three years and the general manager may be re-elected.

Article 52 The general manager is responsible to the board of directors and exercises the following powers:

To preside over the company's operations and management, and report to the board of directors;

Organize the implementation of board resolutions, company annual plans and investment plans;

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 general manager and financial controller;

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

Formulate the wages, benefits, rewards and punishments of the employees of the company, and determine the employment and dismissal of the employees of the company;

Proposed an interim meeting of the board of directors;

Company contract or other authority granted by the board of directors.

Article 53 The general manager shall attend the board meeting, and the non-director general manager shall have no voting rights on the board of directors.

Article 54 The general manager shall, according to the requirements of the board of directors or the board of supervisors, report to the board of directors or the board of supervisors the signing and execution of the company's major contracts, as well as the use of funds and the profit and loss situation. The general manager must guarantee the authenticity of the report.

The general manager has the right to decide on a single foreign investment project that does not exceed 20% of the company's net assets, and has the right to decide on a single loan and guarantee that does not exceed 20% of the company's net assets. Under the premise of controlling risks, the general manager has the right to decide on a single short-term investment that does not exceed 50% of the company's total assets, but in accordance with the company's decision-making procedures.

Article 55 The general manager shall abide by the provisions of laws, administrative regulations and company contracts, and perform the duties of honesty and diligence.

Article 56 The general manager may resign before the expiration of his term of office. The specific procedures and methods for the resignation of the general manager are stipulated by the employment contract between the general manager and the company.

Chapter IX Supervisors

Article 57 The company has a board of supervisors. The composition of the board of supervisors and the generation of members shall be separately passed by the shareholders' meeting.

Article 58 The personnel specified in Articles 57 and 58 of the Company Law shall not serve as supervisors of the company. Directors, general managers and other senior management personnel shall not concurrently serve as supervisors.

Article 59 The supervisors shall serve for a term of three years and may be re-elected for re-election.

Article 60 If a supervisor fails to attend the board meeting in person for two consecutive times, it shall be deemed that he cannot perform his duties and shall be replaced by the shareholders' meeting.

Article 61 Supervisors may resign before the expiration of their term of office. The provisions of Chapter IV of the contract concerning the resignation of directors shall apply to supervisors.

Article 62 Supervisors shall abide by the provisions of laws, administrative regulations and company contracts, and perform their duties of integrity and diligence.

Article 63 The supervisor shall exercise the following powers:

Check the company's finances;

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

When the actions of directors, general 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;

Proposal to convene an interim board;

Board a meeting of the board of directors;

The company contract stipulates or other powers conferred by the shareholders' meeting.

Article 64 When exercising supervisory powers, supervisors may, when necessary, engage a professional institution such as a law firm or an accounting firm to provide assistance, and the expenses incurred shall be borne by the company.

Chapter X Financial Accounting System, Profit Distribution and Audit

Article 65 The company shall formulate the company's financial accounting system in accordance with laws, administrative regulations and the regulations of the relevant state departments.

Chapter 11 Dissolution and Liquidation

Article 66 In any of the following circumstances, the company shall be dissolved and liquidated according to law:

The shareholders' meeting resolved to dissolve;

Disbanded by merger or division;

Failure to pay off the due debts and declare bankruptcy according to law;

Violation of laws and regulations is ordered to be closed according to law;

Other reasons why the company cannot continue to operate.

Article 67 If a company is dissolved due to the circumstances of the preceding article, it shall establish a liquidation committee within 15 days. The personnel of the liquidation team shall be determined by the resolution of the shareholders' meeting.

If the company is dissolved due to the first case of the preceding article, the liquidation shall be handled by the parties to the merger or division in accordance with the contract signed at the time of merger or division.

Where the company is dissolved due to the first case of the preceding article, the people's court shall, in accordance with the provisions of relevant laws, organize shareholders, relevant authorities and professionals to establish a liquidation group for liquidation.

Where the company is dissolved due to the first case of the preceding article, the relevant competent authority shall organize shareholders, relevant authorities and professionals to establish a liquidation group for liquidation.

Article 68 After the establishment of the liquidation group, the functions of the board of directors and the general manager shall cease immediately. During the liquidation period, the company may not carry out new business activities.

Article 69 The liquidation group exercises the following powers during the liquidation period:

Notify or publicize creditors;

Clean up company assets, prepare balance sheets and property lists;

Handling the company's unfinished business;

Pay off the taxes owed;

Clean up creditor's rights and debts;

Handling the remaining property of the company after paying off its debts;

Representing the company in civil litigation activities.

Article 70 The liquidation group shall notify the creditors within 10 days from the date of its establishment and make three announcements in at least one newspaper and magazine within sixty days.

Article 71 A creditor shall report its creditor's rights to the liquidation group within the time limit stipulated in the contract. When a creditor declares a creditor's right, it shall explain the relevant matters of the creditor's right and provide proof materials. The liquidation group shall register the creditor's rights.

Article 72 After liquidating the company's property, preparing the balance sheet and the property list, the liquidation group shall formulate a liquidation plan and report it to the shareholders' meeting or the relevant competent authority for confirmation.

Article 73 The company's property shall be paid in the following order:

Pay the clearing fee;

Pay the company's employee wages and labor insurance fees;

Pay the taxes owed;

Settle the company's debts;

Distribution according to the proportion of shares held by shareholders.

The company's property is not distributed to shareholders until it is paid off in accordance with the provisions of the preceding paragraph.

Article 74 After liquidating the company's property, preparing the balance sheet and the list of assets, the liquidation committee shall, if it believes that the company's property is insufficient to pay off the debts, apply to the people's court for bankruptcy.

Article 75 After the liquidation is over, the liquidation group shall make a liquidation report, as well as the income and expenditure statement and the financial account book during the liquidation period, and report it to the shareholders' meeting or the relevant competent authority for confirmation.

Article 76 The liquidation group shall, within 30 days from the date of confirmation by the shareholders' meeting or the relevant competent authority of the liquidation report, go through the cancellation of the company registration with the company registration authority and announce the termination of the company.

Article 77 The personnel of the liquidation team shall be devoted to their duties, perform their liquidation obligations according to law, and shall not use their powers to accept bribes or other illegal income, and shall not infringe upon the company's property.

If the liquidation team personnel cause losses to the company or creditors due to intentional or gross negligence, they shall be liable for compensation.

Chapter 12 Contract Modification

Article 78 Any modification of this contract shall be made and signed by the parties in writing.

Chapter XIII Supplementary Provisions

Article 79 The above, within and below all of the terms of this contract contain the number; if not, it does not contain the number.

This contract is a form of _________, which shall take effect from the date of signature and seal of the contracting party.

person A person B:_________

_________Year ____________________________________________

Signing location: _________ Signing location: _________

Party C: _________

_________year month day

place of signing:_________