1、ContractParty A: year of birth , nationality , telephone: , ID number : .Party B: Member 1, year of birth , nationality , telephone: , ID number : .Member 2, year of birth , nationality , telephone: , ID number : .Member 3, year of birth , nationality , telephone: , ID number : .Party C: year of bir
2、th , nationality , telephone: , ID number : .Party D: business registration number: executive partner: .A, B, C, and D, on the basis of mutual trust, voluntarily jointly start the business and sign the contract. The parties perform the terms and obligations of the contract at the same time, in order
3、 to show respect for the contract and to maintain the integrity of the contract. In view of the above, the following terms are reached by negotiation of party A, B, C, and D:1. The four parties are co-registered and established as a limited liability company as the original shareholders. Business re
4、gistration ownership structure: Party A 00%, Party B 00%, (of which members 1 of 00% , members 2 of 00%, member 3 of 00%), C 00%, D 00% ;2. The registered capital is CNY 0,000,000; there is no actual contribution of the Party B to the registered capital CNY 0,000,000, its subscribed capital based on
5、 the proportion of registered capital should be paid by Party A, if Party B can fully perform the contract, Party B will get free normal right of shareholder; company registered capital of more than CNY 0,000,000, equity ratio is calculated based on the new increased capital of the corresponding par
6、ties. Party A, Party C and Party D are responsible for the companys liabilities, Party B is agreed to enjoy the company revenue but does not assume any of the companys debt risk;3. Party B as registered 00% shares, 000*00%=000 million shares, of which 0,000,000 shares (00% shares) held by Party B me
7、mber 1 is holding on behalf of party A, the remaining 0,000,000 shares (00% shares) of Party B will be obtained by 3 times: 000,000 shares of the first (0%) is obtained on signature date of the agreement, second times for the introduction of (Standard, achieve as standard) increased to 000,000 share
8、s (00%), third time that patent goal is achieved (complete 1 of the patent related * * * invention patent authorization certificate as standard, patent ownership belongs to company, all patent fees pay by company) and then increased to 0,000,000 shares (00%);4. Party B as registered 00% shares, 0% i
9、s actually held (including member 1 of 00% member 2 of 00%, member 3 of 00%), the remaining 00% is holding for Party A (signed shares holding agreement); goals finished for second time shares obtaining (acquire shares from the signing of the agreement, expected complete within one year), Party B can
10、 actually hold shares to 00% (of which member 1 of 00%, member 2 of 00%, member 3 of 00%) by changing the shares holding agreement; goals finished for third time obtaining (expected to be completed within two years since the successful development of technology), namely increased to 00% after the pa
11、tent authorization (of which member 1 of 0%, member 2 of 00%, member 3 of 00%), if delay to get patent certificate, Party B delays to obtain the final 0% stock; conversely, if the realization of the goal is achieved in advance then party B can get the last 0% shares in advance;5. Party D as shares h
12、olding platform company, is reserved for entrepreneurial team as personnel incentive (00% shares) by Party A and Party C. Before the introduction of external venture capital company, the shareholding structure of the company designed for Party A and C were expected to hold 00% stock together, Party
13、B holds 00%, the remaining 00% of shares is held for other business members, in order to attract more talents to join the company;6. Full-time staffs get wages paid, part-time shareholders do not receive wages, only enjoy the companys dividends;7. If company applies the governments funds, it needs t
14、o use the funds according to the regulations of the government. No shareholder shall be allowed to take private ownership (except for the governments provision to the individual of the talented person, and the subsidy of talents can be paid to the individual of talent).8. After the signing of this c
15、ontract, party A, B, C and D without the shareholders meeting shall not be approved to involve in technical cooperation with any other company, and shall not be leaked the technology to any other company or party. If approved by the shareholders to the technical cooperation with other companies, it
16、should be newly formed company of A,B,C and D partners, rather than A,B,C and D either. If cooperate with other companies, A,B,C and D obligations and rights are in accordance with the distribution of equity. Any party who violates this clause will be regarded as a fundamental breach of contract, an
17、d the party in default will pay CNY 0,000,000 to the other party as a breach of contract.9. The chairman and general manager of the company are recommended by Party A, the legal representative is designated by Party A, and the structure of the board of directors is decided by the shareholders by neg
18、otiation and discussion.10. If any party leaves the company, it is required to comply with the 0 year prohibition of competition and the 0 year secrecy agreement.11. If the company closes or the project is closed, the companys patent will be sold for sale, and the acquired rights and interests will
19、enter the companys assets.12. When shareholders transfer shares or stock right, they need approval from the general meeting of shareholders. The priority of other shareholders and the principle of internal first acceptance are taken, if no one receives internally, then other parties or companies are
20、 considered.13. Any party cannot mortgage the equity arbitrarily unless it is approved by the general meeting of the shareholders. All shareholders have the right to see the accounts of the company in person or by the agent.14. Dispute settlement: dispute arising by the performance of this contract,
21、 should be friendly consultations, if consultation fails, any party may bring a lawsuit to Aaaa Peoples Court;15. Contract is signed in 6 originals; A,B,C and D hold one for each, and will be effective after sign or seal of each party.Party A (signature):Party B (signature) : member 1: member 2: member 3:Party C (signature):Party D (Seal):Date:
