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[Boutique] Capital Increase and Share Expansion Agreement


Part 1: Capital Increase and Share Expansion Agreement

Party A:

residence:

Legal representative: Position: Chairman

Party B:

residence:

Legal representative: Position: Chairman

Party C:

residence:

Legal representative: Position: Chairman

In view of:

1. Party A and Party B are shareholders of the company; Party A holds % of the company's shares, and Party B holds % of the company's shares;

2. Party C is a company;

3. Party C intends to invest in the company and participate in the company. Both Party A and Party B are willing to increase capital and share the company and accept Party C as a new shareholder to invest in the company.

The parties to the above agreements have reached the following agreements in accordance with the "Company Law of the People's Republic of China" and other relevant laws and regulations on the capital increase and share expansion of the company, in order to comply with the agreement.

The name and residence of the first company

Company Name in Chinese: XXXXXX Limited

residence:

Article 2 The registered capital, total amount of shares, type, and amount of each share before the company's capital increase

Registered capital is: XXXX million

The total share capital is: XXXX million shares, with a par value of RMB 1 per share.

Article 3: Capital structure before the company's capital increase

No. Shareholder name, capital contribution, subscription share, total share capital

1

2

Article 4 Approval and Approval

The C party’s approval of the company’s capital increase and shareholding has been approved by the corresponding authority of Party A, Party B and Party B.

Article 4: Company's capital increase and share expansion

Party A and Party B agreed to waive the right of first refusal and accept Party C as a new shareholder to invest 10,000 yuan in cash in the company and increase capital and share the company.

Article 5 Declaration, Guarantee and Commitment

The parties hereby make the following representations, warranties and undertakings and hereby sign this Agreement in accordance with these statements, warranties and undertakings:

1. Party A, Party B and Party C are enterprise legal persons established and validly existing according to law, and have obtained all authorizations, approvals and approvals required for this capital increase and share expansion;

2. Party A, Party B and Party C have the capacity and capacity to sign this Agreement. This Agreement constitutes a legally binding file for each party upon signing;

3. The obligations assumed by Party A, Party B and Party C in this Agreement are legal and valid, and their performance will not conflict with other agreements obligations assumed by the parties, nor will they violate any laws.

Article 6 The registered capital, total capital, type, and amount of each share after the company's capital increase

The registered capital is: 10,000 yuan

The total share capital is: 10,000 shares with a par value of RMB 1 per share.

Article 7: Capital structure after the company's capital increase

The serial number of the shareholder name, the amount of the subscribed shares, the total amount of the share capital

1

2

3

Article 8: Basic rights enjoyed by new shareholders

1. Equal legal status with the original shareholder;

2. Enjoy all rights that shareholders are entitled to under the law, including but not limited to the benefits of assets, major decisions, and the right to choose managers.

Article 9 Obligations and Responsibilities of New Shareholders

1. To subscribe for the full amount of the shares in accordance with this Agreement within three months from the date of signing this Agreement;

2. Bear other obligations of the company's shareholders.

Article 10 Amendment of Articles of Association

The parties to this Agreement agree to make corresponding amendments to the “Procedures of the “××× Ltd.” in accordance with the contents of this Agreement.

Article 11 Directors' Recommendation

Party A and Party B agreed to make the X directors recommended by Party C enter the company's board of directors after completing this capital increase and share expansion.

Article 12: Establishment of shareholder status

Party A and Party B promised to pass the resolution of the shareholders' meeting on the capital increase and share expansion as soon as possible after the signing of the agreement, complete all necessary procedures for reporting to the relevant industrial and commercial administrations of the relevant countries, and officially establish the shareholder status of Party C as soon as possible.

Article 13 Special Commitment

The new shareholder promises not to use the status of the company's shareholders to make behavior that is detrimental to the company's interests.

Article 14 Termination of the Agreement

Any time prior to the legal change of shareholders in accordance with the provisions of this Agreement:

1. If one of the following circumstances occurs, Party C has the right to terminate this Agreement after notifying Party A and Party B, and withdraw the capital increase under this Agreement:

If there is an event that cannot be expected and cannot be avoided, and the consequences cannot be overcome, the actual possibility of this capital increase and share expansion is actually impossible.

If Party A or Party B violates any of the terms of this Agreement, and the breach of contract makes the purpose of this Agreement unrealizable;

If there are any facts or circumstances that make Party A and Party B's statements, warranties and commitments untrue in substance.

2. If one of the following circumstances occurs, Party A and Party B have the right to terminate this Agreement after notifying Party C.

If Party C violates any of the terms of this Agreement, and the breach of contract makes the purpose of this Agreement unrealizable;

If there are any facts or circumstances that make Party C's statements, warranties and commitments untrue in substance.

3. After the termination of this contract by either party in accordance with the provisions of paragraphs 1 and 2 of this Article, the parties shall no longer enjoy the rights except for the rights and obligations arising out of this Agreement, except for Articles 15, 16, and 17 of this Agreement. The rights in the agreement are no longer subject to the obligations of this agreement.

4. This Agreement may be terminated upon the written consent of the parties in the following circumstances.

After the signing of this Agreement, until the completion of the registration procedures for shareholders, new provisions or changes shall be made in the applicable laws and regulations, so that the contents of this Agreement are inconsistent with laws and regulations, and the parties are unable to comply with the new laws and regulations. Amend the agreement.

Article 15 Confidentiality

1. The information obtained by the parties concerning the signing and performance of this Agreement and related to the following items shall be kept strictly confidential.

The provisions of this Agreement;

Negotiations on this Agreement;

The subject matter of this Agreement;

Trade secrets of all parties.

However, except as disclosed in paragraph 2 of this article.

2. The parties mentioned in this Agreement may disclose the information referred to in paragraph 1 of this Article only under the following circumstances.

Legal requirements;

The requirements of any government agency or regulatory body with jurisdiction;

Disclosed to the party's professional adviser or lawyer;

Not because of the fault of the party, the information enters the public domain;

The parties have given written consent in advance.

3. This clause shall remain applicable after the termination of this Agreement and shall not be subject to time limits.

Article 16: Disclaimer

A party agrees to lodge a complaint, claim or claim against another party or its director, employee or agent as a party violates its representations, warranties and undertakings or fails to perform other obligations under this Agreement, and the other party agrees to the other party or its directors or staff The agent provides reasonable compensation for all liabilities and expenses arising therefrom, except for liability or damage caused by its intention or negligence.

Article 17: Force Majeure

1. Any party's inability to perform or partially fail to perform its obligations as a result of force majeure and no fault at its own will not be considered a breach of contract, but all necessary remedies shall be taken to the extent possible to reduce the damage caused by force majeure.

2. In the case of a force majeure party, the circumstances of the incident shall be notified to the other parties in writing as soon as possible, and within 15 days after the incident, the other parties may submit the inability to perform or partially fail to perform the obligations of this Agreement and the need to postpone the performance. Report on the grounds.

3. Force majeure means unforeseen and inevitable by any party, including but not limited to the following:

4. The declared or undeclared war, state of war, blockade, embargo, government decree or general mobilization directly affects the capital increase and share expansion;

5. Directly affect the domestic riots of this capital increase and share expansion;

6. Directly affect the fire, flood, typhoon, hurricane, tsunami, landslide, earthquake, explosion, plague or epidemic and other natural factors caused by this capital increase and expansion;

7. Other force majeure events directly affected by the parties and directly affecting the capital increase and share expansion.

Article 18 Liability for breach of contract

Once this Agreement is signed, all parties to the Agreement shall strictly abide by it and any party shall breach the contract and shall bear the losses of the resulting Party.

Article 19 Dispute Resolution

The laws applicable to this Agreement are the laws and regulations of the People's Republic of China. Any dispute between the parties during the agreement shall be settled through consultation. If the negotiation fails, it shall be submitted to the Beijing Arbitration Commission for arbitration in accordance with the arbitration rules of the Association. Arbitration is final and binding on all parties.

Article 20: The right to interpret this Agreement

The right to interpret this Agreement belongs to all parties to the Agreement.

Article 21: Matters not covered

This Agreement is the basic principle and content determined by the parties for this capital increase. The specific matters involved and the unfinished matters may be supplemented by the parties without prejudice to the provisions of this Agreement. Have the same legal effect.

Article 22 Entry into force

This Agreement shall enter into force after the parties to the Agreement have been sealed and signed by the legal representatives or authorized representatives of the parties. This Agreement may not be terminated without the unanimous approval of the parties.

Article 23 Text of the Agreement

This Agreement is in one copy, each party holds one copy, and the remaining two companies are used at the time of filing.

Party A

name:

Legal representative or authorized representative:

Party B

name:

Legal representative or authorized representative:

Party C

name:

Legal representative or authorized representative:

The month of 2004

place of signing:

Part 2: Capital Increase and Share Expansion Agreement

Party A: _________

residence:_________

Legal representative: _________

Party B: _________

Place of residence: _________

Legal representative: _________

Based on the principle of "sincerity, equality, mutual benefit and development", Party A and Party B have reached the following agreements on various matters concerning the capital increase and share expansion of _________ companies after full consultation:

Article 1

1. Party A: _________ company, holding _________% of _________ company.

2. Party B: _________ company, will be transferred to Party A _________ company _________% equity

3. Subject company: _________ company.

Article 2 Approval and Approval

Both the Party A and Party B have obtained the approval of the corresponding authorities of Party A and Party B for the matters related to the capital increase and share expansion of _________.

Article 3 Specific matters of capital increase and share expansion

Party A will invest the land use rights of the land parcel.

Party B will invest in the ownership of the property located on the plot.

Article 4 Registered Capital and Equity Settlement after Capital Increase and Share Expansion

After completing the above capital increase and share expansion, the registered capital of the information company is _________ yuan. Party A holds _________% of the equity of the information company and _________% of the information company held by Party B.

Article 5

In order to ensure the normal operation of the information company, both parties agree that after the signing of this Agreement, both parties will report to the relevant industrial and commercial administrative department and go through the formalities of change in accordance with relevant government regulations.

Article 6 Declaration, Guarantee and Commitment

1. Party A makes the following representations, warranties and undertakings to Party B and confirms that Party B has signed this Agreement in accordance with these statements, warranties and undertakings:

Party A is an enterprise legal person established and validly existing in accordance with the law, and has obtained all authorizations, approvals and approvals required for capital increase and share expansion;

The land use rights of the information company under this Agreement do not contain any collateral, guarantee, lien and other circumstances or facts that affect the transfer of Party A to Party B in law and in fact;

Party A has the rights and capacity to sign this Agreement, and this Agreement constitutes a legally binding file for Party A upon signing;

Party A's obligations under this Agreement are legal and valid, and its performance will not conflict with other agreements obligations assumed by Party A, nor will it violate any laws.

2. Party B makes the following declarations, warranties and undertakings to Party A and confirms that Party A signs this Agreement in accordance with these statements, warranties and undertakings:

Party B is an enterprise legal person established and validly existing in accordance with the law, and has all the authorizations, approvals and approvals required for this capital increase and share expansion;

The property ownership of the information company under this Agreement does not contain any collateral, guarantee, lien and other circumstances or facts that affect the transfer of Party A to Party B in law and in fact;

Party B has the capacity and capacity to sign this Agreement, and this Agreement constitutes a legally binding file for Party B upon signing;

Party B's obligations under this Agreement are legal and valid, and its performance will not conflict with other agreements obligations undertaken by Party B, nor will it violate any laws.

Article 7 Termination of the Agreement

Any time prior to the legal change of shareholders in accordance with the provisions of this Agreement:

1. If one of the following circumstances occurs, Party A has the right to terminate this Agreement after notifying Party B and withdraw the capital increase under this Agreement:

If there is an event that cannot be expected and cannot be avoided, and the consequences cannot be overcome, the actual possibility of this capital increase and share expansion is actually impossible.

If Party B violates any of the terms of this Agreement, and the breach of contract makes the purpose of this Agreement unrealizable;

If there are any facts or circumstances that make Party B's statements, warranties and commitments untrue in substance.

2. If one of the following circumstances occurs, Party B has the right to terminate this Agreement after notifying Party A.

If Party A violates any of the provisions of this Agreement, and such breach of contract makes the purpose of this Agreement unrealizable;

If there are any facts or circumstances that make Party A's statements, warranties and commitments untrue in substance.

3. After termination of this contract by either party in accordance with the provisions of paragraphs 1 and 2 of this Article, the parties shall no longer enjoy this right except for the rights and obligations arising out of this Agreement, in addition to Articles 12, 13 and 14 of this Agreement and prior to termination. The rights in the agreement are no longer subject to the obligations of this agreement.

Article 8 Confidentiality

1. Information obtained by Party A and Party B regarding the signing and performance of this Agreement and related to the following items shall be kept strictly confidential. However, except as disclosed in paragraph 2 of this article.

The provisions of this Agreement;

Negotiations on this Agreement;

The subject matter of this Agreement;

Trade secrets of all parties.

2. The information referred to in paragraph 1 of this Article may only be disclosed by the parties to this Agreement only in the following circumstances.

Legal requirements;

The requirements of any government agency or regulatory body with jurisdiction;

Disclosed to the party's professional adviser or lawyer;

Not because of the fault of the party, the information enters the public domain;

The parties have given written consent in advance.

3. This clause still applies after the termination of this Agreement and is not subject to time limits.

Article 9 Disclaimer

1. Party A agrees to Party B or its directors because Party A violates its statement, guarantee and commitment or fails to perform other obligations in this Agreement, resulting in a lawsuit, claim or claim against Party B, its directors, employees, agents. The staff, the agent shall provide reasonable compensation for all the liabilities and expenses arising therefrom, except for the liability or loss caused by Party B's intention or negligence.

2. Party B agrees to Party A or its directors because Party B violates its statement, guarantee and commitment or fails to perform other obligations in this Agreement, resulting in a lawsuit, claim or claim against Party A, its directors, employees, agents. The staff, the agent shall provide reasonable compensation for all the liabilities and expenses arising therefrom, except for the liability or loss caused by Party A’s intention or negligence.

3. This clause still applies after the termination of this Agreement and is not subject to time limits.

Article 10: Matters not covered

This Agreement is the basic principle and content determined by the parties for this capital increase. The specific matters involved and the unfinished matters may be supplemented by Party A and Party B without violating the provisions of this Agreement. The Supplementary Agreement and this Agreement have The same legal effect.

Article 11 Agreement enters into force

This Agreement shall enter into force upon the signature of the authorized representatives of both parties. This contract is a _________ share, and both parties are _________.

person A person B:_________

Legal representative: _________ Legal representative: ______

_________Year ____________________________________________

Place of signing: _________ Signing location: _________

Part 3: Capital Increase and Share Expansion Agreement

Party A: *** Co., Ltd.

Party B: *** Company Limited

Party C: *** Co., Ltd.

Ding Fang: *** natural person

Wu Fang: *** Co., Ltd.

Your own: *** Co., Ltd.

Geng Fang: Name or name of the *** shareholder

In view of:

***Company is a corporate legal person established in accordance with the provisions of Chinese laws and regulations, with a registered capital of RMB *** million and a total share of *** million shares;

Party A, B, C and D are the current shareholders of *** Co., Ltd. Party A holds *** shares of *** Co., Ltd., accounting for 25% of the total share capital of *** Co., Ltd. **Company shares *** million shares, accounting for 14.14% of the total share capital of *** Co., Ltd., Party C holds *** shares of *** Co., Ltd., accounting for the total share capital of *** 7.1667%, Dingfang holds *** shares of *** Co., Ltd., accounting for 8.7588% of the total share capital of ***.

*** Co., Ltd. convened a general meeting of shareholders on the ***, ***, and *** days to approve the capital increase and share expansion plan referred to in this agreement;

The parties to this Agreement agree to subscribe for the additional shares of *** Co., Ltd., subject to the provisions of this Agreement.

To this end, the parties entered into the following agreement terms through friendly negotiations:

Article 1 definition

Unless the context requires otherwise, the following wording shall have the following meaning in this Agreement:

1.1 “Target Company” means the company that intends to issue additional shares.

1.2 “The original shareholder of the target company” is the nail party, Party B, Party C, Dingfang, and the shareholders registered in the industrial and commercial administration department and the “High Stock Exchange” that do not involve this capital increase.

1.3 “Additional shareholders” means the party.

1.4 “Capital increase and share expansion” refers to the issue of additional shares of the target company, and the target companies A, B, C, D and Sifang and new shareholders contributed to subscribe for the additional shares of the target company.

1.5 “Effective Date of the Capital Increase Subscription Action” refers to the date on which the Target Company will increase its shareholding in the register of shareholders of the Target Company.

1.6 “Day of Effectiveness of this Agreement” means the date on which the parties formally sign this Agreement.

Article 2 about the target company

2.1 The Target Company is an enterprise legal person established and validly existing under the laws of the People's Republic of China with a registered capital of RMB 100 million.

Article 3 Capital Increase and Share Expansion

3.1 According to the resolution of the shareholders' meeting of the target company *** *** *** ***, the total share capital of the target company is expected to increase from 100 million shares to 100 million shares. The number of newly added shares is 10,000 shares, and the issue price per share is RMB 10,000 yuan. The total amount of subscribed capital is 10,000 yuan, and the premium is included in the target company's capital reserve. All subscribed capital contributions are paid in cash by the Capital Increase Subscription Shareholders. among them:

Party A shall invest RMB *** yuan to subscribe for 4,000 shares of new shares;

Party B shall invest RMB *** yuan to subscribe for 4,000 shares of new shares;

Party C contributed RMB *** yuan and subscribed for 4,000 shares of new shares;

Ding Fang invested RMB *** yuan to subscribe for 4,000 shares of new shares;

The U.S. side invested RMB *** and subscribed for 4,000 shares of new shares.

3.2 After the entry into force of this Agreement, the Capital Increase Subscription Shareholder shall pay the subscribed contribution at the time specified in Section 4.1 of this Agreement.

3.3 After the increase of the registered capital, the registered capital of the target company was changed to RMB 100 million, and the total share capital was changed to RMB 100 million. The changes in the shareholder and share capital structure are as follows:

Unit: 10,000 shares

3.4 From the effective date of this Agreement to the effective date of the Capital Increase Subscription, the existing shareholders of the Target Company shall ensure that the assets of the Target Company include but are not limited to:

3.5 Assets to which the target company belongs:

3.5.1 The relevant rights of the target company's outstanding contracts and agreements;

3.5.2 The interests of the Target Company in its wholly-owned subsidiaries, Sino-foreign joint ventures and associated companies.

3.5.3 Other property rights and interests enjoyed by the target company in accordance with the law.

3.6 The parties agree and undertake to go through the approval and registration procedures with the relevant government authorities for the matters of capital increase and share expansion as stipulated in this Agreement.

Article 4 Capital injection

4.1 Target Company Capital Increase Subscription Shareholders shall pay the subscription funds to the bank account designated by the Target Company within three working days after signing this Agreement, and the capital contribution paid by the Subscription Shareholders shall be paid to the designated bank account of the Target Company. The Target Company shall issue to the Capital Increase Subscription Shareholders a certificate certifying the payment of the contribution and record the shareholders and the actual contributions to the list of shareholders of the Target Company. On the date of the capital increase subscription, the capital increase subscription of the shares of the target company is legally owned by the shareholder as stated in paragraph 3.3 of this Agreement.

4.2 The designated bank account mentioned in Article 4.1 refers to the bank account opened by the target company in the bank of the *** bank and the account number is ***

4.3 The parties agree that all Capital Increase Subscriptions shall be in place within three days of the date of signing this Agreement, that is, ***, ***, and ***.

4.4 After receiving the full capital increase subscription fee, the target company shall submit the capital verification for the intermediary with the legal capital verification qualification within *** working days, and after receiving the “Capital Report” of the intermediary institution on the capital increase *** Within one working day, register the registration capital change and shareholder change with the industrial and commercial registration department and the high exchange.

4.5 The Target Company shall, within *** working days after receiving the above-mentioned “Capital Verification Report”, renew the new “Share Certificate” to all shareholders after the capital increase.

Article 5 Corporate Governance Structure

The parties concerned have reached the following principles regarding the corporate governance structure of the target company after the capital increase and share expansion:

5.1 The board of directors consists of 12 members, including four independent directors. Among them, no less than two directors shall be elected by the candidate nominated by Party A. The directors nominated by Party B shall be elected by no less than one of the directors. The directors elected by the candidate nominated by Party C shall be no less than one director, one director elected by the candidate nominated by Ding Fang, and two candidates not including the remaining shareholders of the capital increase. The chairman shall be One of the directors elected by the nominated candidate is the party.

5.2 The Board of Supervisors consists of nine members, of which six are supervisors held by the shareholders, and three supervisors who are elected by the staff meeting to produce employee representatives.

5.3 The company promises not to send personnel into the company's management team and not to participate in daily management.

5.4 Amend the total share capital, shareholding structure and the contents of the board of directors and the board of supervisors in the articles of association according to this capital increase agreement.

Article 6 guarantee

6.1 Target company new shareholder guarantee:

6.1.1 Target Company Capital Increase Subscription The funds injected into the Target Company by the Shareholders under this Agreement are legally owned assets and have full and effective disposal rights.

6.2 The original shareholders of the target company guarantee:

6.2.1 The Target Company is legally established in accordance with Chinese law and has the necessary rights and authority to own and operate the property to which it belongs, to engage in the business described in its business license or articles of association.

6.2.2 The financial statements of the target company are prepared in accordance with Chinese accounting standards. The financial statements fairly and truly reflect the operating results and assets and liabilities of the target company.

6.2.3 In addition to the financial information disclosed by the Target Company regarding the financial statements, the Target Company has no other inevitable and unknown liabilities and liabilities.

6.3 All parties should guarantee

6.3.1 Each party has the rights necessary to enter into and perform the agreement and to ensure that this agreement is legally binding.

6.3.2 The parties have obtained all necessary authorizations to sign and perform the Agreement, and the representatives signing this Agreement have the right or have been authorized to sign this Agreement.

6.3.3 The parties' conclusion and performance of this Agreement will not cause violations by the parties and the target company: Chinese laws, regulations and relevant regulations of the competent government authorities; the articles of association, business licenses or other relevant organizational files of the parties and the target company Any significant agreement or contract entered into by the parties and the Target Company that is binding on itself or its assets, and in the event of a breach, the parties have obtained the consent, permission or consent of the other agreement and the contract prior to the entry into force of this Agreement. give up.

6.3.4 The representations, warranties and undertakings made by the parties referred to in this Agreement are true and accurate in all respects and are not misleading.

Article 7 Agreement and Commitment

7.1 The parties agree to cooperate closely and take all necessary actions for the work and steps related to the capital increase and share expansion that should be completed before the effective date of the capital increase subscription and not completed after the effective date of the capital increase subscription. , complete all legal procedures required. For matters that are not clearly defined in this Agreement and must be resolved for the full implementation of capital increase and share expansion, the parties will deal with them in a spirit of cooperation and in accordance with the principles of fairness, reasonableness and properness.

7.2 Unless otherwise agreed, after the effective date of the capital increase subscription, the target company has disclosed that the creditor's rights, debts and contingent liabilities included in its financial statements remain unchanged, and the target company continues to bear the above rights and responsibilities, the target company All shareholders shall bear corresponding responsibilities according to the proportion of their respective shares.

7.3 The parties agree that the share capital of the Capital Increase Shareholders in accordance with Article 3.3 of this Agreement enjoys the distributable profits of the Target Company and shall enjoy shareholders' equity from January 1, ***.

7.4 The existing shareholder of the Target Company promises to enable the Target Company to complete all the registration procedures for the original company's industrial and commercial registration machine and the Stock Exchange within two months from the date of receipt of all the capital increase. If the target company fails to complete the relevant legal procedures within the above-mentioned time limit, the capital increase shareholders have the right to request the target company to refund the paid capital and corresponding interest before the *** year and the *** day. The existing shareholders of the target company may not object. In addition to the reasons for the government approval, etc., which may not be attributed to the target company, the target company shall not pay the overdue interest in addition to the refund obligation not exceeding the time limit. The overdue interest is calculated at three times the benchmark interest rate of the one-year loan of the People's Bank of China to the date when the target company refunds the full amount and all interest.

Article 8 liability for breach of contract

8.1 If either party violates this Agreement, it shall compensate the party or parties or the remaining parties that have suffered the loss. However, any loss or claim against the indemnifying party shall be made in writing to the defaulting party and shall be accompanied by a reasonable and detailed description of the facts and circumstances that caused the loss and the claim.

Article 9 Applicable Law and Settlement of Disputes

9.1 The conclusion and performance of this Agreement shall be governed by the laws in force in force in the PRC and shall be construed in accordance with the laws in force in force in the PRC.

9.2 Disputes arising between or in connection with this Agreement shall be settled first through friendly negotiation. If the dispute cannot be settled through negotiation within 30 days from the date of the dispute, either party has the right to submit the dispute to the people's court of competent jurisdiction of the plaintiff.

9.3 Except for the terms of the dispute, the continuation of the other provisions of this Agreement shall not be affected during the settlement of the dispute.

9.4 If some of the provisions of this Agreement are terminated or invalidated in accordance with the provisions of this Agreement, they shall not affect the validity of the other provisions of this Agreement.

Article 10 Other provisions

10.1 This Agreement shall, in accordance with the provisions of Chinese laws, regulations or relevant government authorities, assist the parties in handling the approval procedures for this capital increase and share expansion.

10.2 At the time of signing this Agreement, any oral or written agreement or commitment by the parties to the matters specified in the Agreement shall automatically lapse and shall be subject to the provisions of this Agreement.

10.3 This Agreement may be modified, supplemented or replaced only if it is signed by a legal representative or authorized representative of the parties to this Agreement.

10.4 This Agreement shall enter into force on the date of signature by the legal representatives or authorized representatives of the parties.

10.5 Each party shall bear all costs and expenses incurred in negotiating, drafting, signing and implementing this Agreement.

10.6 The original of this Agreement is in eight copies, each party holds one copy, and the other retained target companies are used for formalities, each of which has the same legal effect.

Party A:

Representative signature:

Party B:

Representative signature:

Party C:

Representative signature:

Ding Fang:

Fang Fang:

Representative signature:

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