[Boutique] Shareholding Agreement

Article 1: Shareholding Agreement

Party A:

Party B:

In the principle of voluntariness, fairness, equal pay, honesty and credibility, Party A and Party B fully negotiated on Party B’s participation in Party A’s “Some English Branch” in Luqiao District and agreed to sign the following agreement:

1. Party A decides to invest in the Luqiao District to establish “Some English Branch School and engage in English education and training business.

Second, the total investment of the branch school is RMB 900,000.

Party B voluntarily invests 10,000 yuan, accounting for % of total investment.

Paying the capital contribution time: year, month and day.

The above capital contribution is not only the basis for the exercise of the equity of Party B, but also the basis for undertaking economic responsibility.

3. The school shall formulate the articles of association according to law, and both Party A and Party B shall jointly follow the established management, decision-making, and standardized management.

4. Party B as the investor has the right to participate in the regular or irregular shareholders' meeting organized by Party A; if Party B's capital contribution reaches 10% or more of the total investment, Party B shall have the right to participate in the board of directors of Party A and participate in the school's operational decision-making. .

5. Party B shall not retreat and transfer within three years after signing this Agreement and paying the capital contribution.

After three years, Party B has the right to transfer between the shareholders. The unit price of the transfer shall not exceed 10,000 yuan of the initial capital contribution. However, Party B prohibits the transfer of equity from outside, otherwise Party B shall be liable for compensation.

When Party B transfers its equity, it shall be transferred in the following order:

Party A has the right of first refusal to the equity of Party B;

In the case that Party A waives the right of first refusal in writing, Party B has the right to transfer the equity held by it to other shareholders.

6. If the company re-invests funds due to business needs, Party B has the right to subscribe for capital in proportion to the shareholding ratio. If it is unwilling or unable to re-finance, it can be converted by other shareholders and then the original share capital will be converted.

7. Annual financial statements will be issued at the end of each year. If profits are generated, whether the dividends are distributed in whole or in part by the resolution of the shareholders' meeting.

8. The secrets of the school are the basis of the survival of the school. All shareholders must strictly keep the secrets of the school, do not inquire, and do not pass.

Nine, other agreements:

X. This Agreement shall become effective after being signed by both Party A and Party B. Except for reporting and filing, each party shall hold one copy.

person A person B:

identity number

Address: Address:

Year, month, day, month, day

Article 2: Shareholding Agreement

Agreement person: Wang******

Agreement person: Zhang*******

In the case of Party B’s actual participation in the Quarry in the name of Party A, both parties shall reach an agreement on the basis of the original equality and reach this agreement in order to comply with it.

First, Party A and **** jointly invested 3.6 million yuan to operate the quarry. Party A shall guarantee 55% of the shares in the 3.6 million yuan share capital invested with ****, that is, the actual investment in the quarry will be 1.98 million yuan. Party A should also guarantee that the actual investment of the **** quarry will be 1.62 million yuan.

2. Party A's share capital of 1.98 million is jointly funded by both Party A and Party B. Among them, Party B contributed 540,000 yuan, accounting for 15% of the total share capital of 3.6 million yuan in the quarry.

3. Party A shall ensure that all investors shall complete all capital contributions at the time of commencement of operation at the quarry. Party B also guarantees that Party A will complete the capital contribution to him at that time.

4. Party A must ensure that Party B participates in the operation and management of the quarry and is responsible for the financial aspects. The matters stipulated in this Article shall be written into the partnership agreement between Party A and ***** at the same time. Both Party A and Party B shall be bound by the matters stipulated in this Article. Otherwise, Party B shall not be responsible for the capital contribution of Party A; if Party B has contributed capital to Party A, Party A shall return the capital contribution to Party B and bear four times the interest of the financial institution in the same period.

5. Party A guarantees that the quarry will be settled every three months. When distributing dividends, Party B shall enjoy the equity of 15% of the total share capital of the 3.6 million quarry. Party B may directly deduct the dividends that Party A should distribute. When Party A terminates the partnership with the **** quarry, the party shall guarantee that Party B shall enjoy 15% of the total share capital of 3.6 million yuan in the Quarry quarry for the property after liquidation. rights and interests.

6. Party A or Party A shall not procure ***** timely and full capital contribution to affect the operation of the quarry quarry, and Party B shall bear the corresponding liability for compensation if Party B's interests are damaged. If the capital contribution breach occurs, Party B’s damages will be agreed to be 100,000 yuan. Or Party B has the right to withdraw its capital contribution from Party A, and Party A shall pay Party B four times the interest of the financial institution in the same period.

7. In the operation of the quarry quarry, Party A cannot ask Party B to withdraw the funds, and Party B cannot withdraw the funds without authorization. However, in the case of a consensus between Party A and Party B, Party B may withdraw its funds from Party A.

8. This Agreement shall be in duplicate and each Party shall hold one copy, effective from the date of signature by both parties.

9. In the course of the performance of this Agreement, if there is a dispute, Party A and Party B shall resolve the dispute through negotiation. If the negotiation fails, either party has the right to file a lawsuit in the court where the agreement is signed.

person A person B:

Part 3: Shareholding Agreement

Party A: ____________ ID number: __________________________________

address:

contact number:

Party B: ____________ ID number: _______________________________

address:

contact number:

Party C: ____________ ID number: __________________________________

address:

contact number:

Other party: ____________ ID number: __________________________________

address:

contact number::

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

First general rule

1·1·_____ The company was established in accordance with the laws of the People's Republic of China and is legally permitted to engage in economic activities. Its head office is located in Shenzhen, Guangdong Province, the People's Republic of China;

1·2· According to the “Company Law of the People's Republic of China” and the “Contract Law” and related laws, the three parties agreed to join the company as a shareholder by means of capital and in-kind shares. Party A and Party B and Party C agree to abide by this contract with sincerity.

Second company name and address

2·1· The full name of the company in Chinese:

2·2· The full name of the company in English:

2·3·The company registration location is located at:

Article 3 The company's purpose and business scope

3·1· The company operates on the basis of fair and legal business principles of equality and mutual benefit, and obtains the company's satisfactory profits as an indicator of product processing and packaging services.

3·2· The company should improve its management level, strive to achieve economic benefits, and timely adjust the plan and improve the working methods according to market changes, so that the company has competitiveness in product processing, work efficiency, product quality and development speed.

Article 4 Registered Capital and Funds

4·1· The company is a limited liability company. Party A’s liability to the company is limited to the amount of investment. The amount of funds from the three parties is _____ million.

4·2· The company's capital is _____ million.

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

The original value of Party C's fixed assets is _____ million yuan, and the details are _____________________________________________________________________________________________________________________________________________________________________________________________________________________________________

Total current assets _____ million;

The total value of intangible assets is _____ million

The total amount of deferred assets is _____ million;

Other assets: human resources value _____ million;

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

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

4·3· The three parties shall invest in the amount of cash agreed by both parties. All investments are made into the company at one time.

4·4· The company does not issue shares.

4·5· In addition to the registered capital, if the company needs to replenish funds, it may be raised by the bank in a suitable manner according to the enterprise loan method of the People’s Republic of China, as determined by the board of directors.

Article 5 Organizational organization

5·1· The company implements the manager responsibility system under the leadership of the board of directors. The board of directors is the highest decision-making body of the company and determines all major issues of the company.

5·2· The board of directors consists of __ directors, and the directors have ______________________________________________________. The chairman, vice chairman and directors may concurrently serve as managers, deputy managers or other positions of the company.

5·3· Regularly hold board meetings, and all decisions of the board of directors must be unanimously approved by all directors. The board of directors meets twice a year and is convened and presided over by the chairman. The chairman of the board must give notice 20 days before the meeting. When necessary, after more than half of the directors' requests, the chairman and the vice-chairman may hold a special meeting after consultation. The meeting minutes are written in Chinese and English, and the records are archived and saved. When the chairman is absent, the vice chairman will act on his behalf. In the absence of a board meeting, the resolution signed by all directors has the same effect as the resolution of the board meeting.

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

Amendments to the articles of association;

Increase and transfer of registered capital of the company;

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

Company's development rules and loan plans;

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

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

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

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

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

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

Company's personnel training program;

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

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

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

Article 6 Management of the company

6·1· The company is jointly managed by all directors. The company's business policy, major decisions to adopt the principle unanimously adopted by the board of directors. Specific to the financial aspect, the expenditure of the following yuan is signed and approved by the chief in charge. The above-mentioned shareholders of the above-mentioned funds decided to approve the approval.

6·2· The company has an operation and management organization responsible for the daily operation and management of the company. The operation management organization has one manager and the deputy manager ____. The manager and deputy manager are employed by the board of directors for a term of ____ years.

6·3· The company's chief accountant is ______, ____ name assisted.

6·4· The company's financial accounting accounts are supervised and inspected by the board of directors, and the daily management is the responsibility of the financial manager.

Article 7: Responsibilities and obligations of the three parties

7·1· The three parties shall have the same status as the members of the board of directors of the company from the date of entry into force of the contract, and shall enjoy the same rights and assume the same obligations. Party A shall participate in the dividends according to the proportion of investment from the effective date of the contract, and shall bear joint and several liability for the debt. If the three parties participate in the management of the company or hold certain positions in the company, they will be paid monthly according to the company's labor wage standard, and participate in shareholder dividends at the end of the year.

7·2· Party A shall supervise the company to manage the assets, supervise the enterprise to operate according to law, pay taxes according to the regulations, perform the contract; do a good job in guiding and coordinating the work. Guide and assist the company to solve problems in technology, business management, etc., and provide advanced and applicable technology and management experience to achieve maximum operating efficiency. Party A has the responsibility to formulate and provide working rules and regulations for management and market development for the company; assist the company in formulating training plans and assist the company in collecting applicable technical, technological, economic information and legal materials related to the company's business.

7·3· Other parties shall abide by national laws, implement national policies and plans, complete the various indicators and tasks stipulated in the contract, safeguard the legitimate rights and interests of the state, enterprises and employees, and correctly handle the distribution relationship within the enterprise. The increase or decrease of the company's funds shall be decided by the board of directors and reported to the members of the board of directors for consultation, and the provisions on the distribution ratio of this agreement shall be reasonably adjusted according to the increase or decrease of funds.

7·4· The company's property is shared by all shareholders of the company. No party may dispose of all or any part of the company's property, assets, interests and debts without the unanimous approval of the parties and the board of directors.

7·5· The amount of the three parties' contributions and their rights and interests obtained by participating in the company shall not be transferred.

7·6· The three parties shall not withdraw their shares during the period of operation of the company. The tripartite has one of the following circumstances, of course, the withdrawal:

Death or death by law;

Declared as a person without civil capacity according to law;

Individual loss of solvency;

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

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

7·7· If the three parties have one of the following circumstances, they may decide to remove them by the unanimous consent of the company's board of directors:

Failure to fulfill the capital contribution obligation;

Loss to the company due to intentional or gross negligence;

There are misconducts in the execution of company affairs;

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

Article 8 Profit Distribution and Taxation

8·1· The net profit of the company should be distributed to all parties as soon as possible after the end of each fiscal year in accordance with the proportion of the three parties’ investment in the company’s registered capital. For the purposes of paragraph 8.1. of this paragraph, “pure profit” means the amount remaining after deducting the following fees from the gross profit:

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

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

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

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

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

Party A: ____%;

Party B: ____%;

Party C: ____%;

Other parties: ____%;

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

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

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

Article 9: Company's Rights and Labor Wages

9·1· The company has the right:

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

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

9·2· Depending on the needs of the company's operations, it is determined by itself whether to use piece counting or time counting, day counting, and monthly salary system;

9·3· The wages and other legitimate income of the employee after paying the personal income tax may be paid in cash or into the employee's personal account. The company's large economic transactions with other companies or companies need to go through the bank transfer procedures to avoid cash payments.

9.···································································

Article 10 Accounting and Auditing

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

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

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

10.4· Party A, Party B, Party C, and other parties have the right to audit the company's operating accounts and records at any time within one month after the end of each financial year of the company.

Article 11 Transfer

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

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

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

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

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

Article 12: Liability for breach of contract:

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

12·2· Dealing with the situation of force majeure:

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

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

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

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

Article 13 Termination and liquidation

13·1· When either of the following circumstances occurs, either party may issue a notice of termination of the contract, which shall be issued at least 60 days before the termination of the contract:

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

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

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

13·2· After the contract is terminated or terminated early, the company liquidates its assets, claims and debts. In the liquidation, it should be implemented in accordance with the provisions of the contract in accordance with the principle of fairness and reasonableness.

13·3· When the company's operation expires or the contract is terminated, the board of directors shall formulate procedures and principles for liquidation and determine the members of the liquidation committee. The liquidation committee may employ registered accountants and lawyers to serve and make recommendations to the board of directors.

13·4· Pursuant to the relevant laws and approved by the relevant authorities, the liquidation committee may sell the company as a “company in operation” and sign the subscription agreement.

13·5· If no buyer is willing to purchase a “business in operation”, the company’s business will be terminated and the liquidation committee will be able to sell the company’s assets on a sub-item basis.

13·6· The defaulting party must be responsible for the financial losses suffered by the party that has applied for closing the business due to its breach of contract.

Article 14 Insurance

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

Article 15 Settlement and Arbitration of Disputes

15·1· All disputes arising out of the execution of this contract or related to this contract shall first be settled by friendly negotiation between the two parties.

15·2· Since this contract causes any dispute between Party A and Party B, it should first be resolved by the Board of Directors in a spirit of mutual trust. If it is not resolved within 30 days, Party A and Party B may choose a third party to mediate.

15·3· If the mediation cannot be settled within 30 days, the parties concerned do not stipulate the arbitration institution in this contract, and if they have not reached a written arbitration agreement afterwards, they may sue in the people's court.

15·4· The court's ruling is legally binding on both parties and its costs are borne by the losing party.

Article 16 Entry into force of the Agreement

16·1· After this Agreement has been signed by the representatives of both parties, it shall be submitted to the relevant competent authorities for approval before it becomes effective. If there are any outstanding matters in the agreement, the Board of Directors shall jointly negotiate and make additional provisions.

16.2. Except for any provision of this Agreement or any file relating to this Contract, except for those that are contrary to the applicable law, unlawful or unenforceable, the remaining, where valid, legal, may enforce any of the The terms should be enforced and not affected and weakened.

Party A: :

Party B:

Party C:

Other parties:

September 19, 2019