Set Up A Capital Contribution Agreement For Limited By Share Ltd

Contract No: No.

Party A: Mr.

Legal home address:

The legal representative is:

Job title: Mr.

Principal agent: XXX

ID card number:

Mailing address:

Zip code:

Contact person:

Tel: I am, I am, I am.

Fax: TK, TK, TM, TM, TM, etc.

Account No.:

Electronic mail box:

Party B: the company is in charge.

Legal home address:

The legal representative is:

Job title: Mr.

Principal agent: XXX

ID card number:

Mailing address:

Zip code:

Contact person:

Tel: I am, I am, I am.

Fax: TK, TK, TM, TM, TM, etc.

Account No.:

Electronic mail box:

C: it is very important.

Legal home address:

The legal representative is:

Job title: Mr.

Principal agent: XXX

ID card number:

Mailing address:

Zip code:

Contact person:

Tel: I am, I am, I am.

Fax: TK, TK, TM, TM, TM, etc.

Account No.:

Electronic mail box:

In accordance with the "company law of the People's Republic of China" and other relevant laws and regulations, and based on the principle of equality and mutual benefit, through the friendly consultations among sponsors of the Party A and B, we decided to establish the "Limited by Share Ltd" (hereinafter referred to as the company).

Company profile

1, the name of the limited liability company applied for establishment is formulated as "Limited by Share Ltd," and has several alternative names. The name of the company is subject to the approval of the company registration authority.

2. The company's residence is planned to be located in the area of the city, the city, the first, the second and the third.

3, the company's organizational form is: Limited by Share Ltd. The company has an independent legal personality.

4, responsibility: our company adopts the way of collection and establishment, and the shareholders are limited to the company in the limit of their subscribed shares. The company is responsible for the company's debts with all its assets.

Second purposes and business scope of the company

The purpose of our company is: "the company".

The business scope of our company is: the main business of the company is to engage in the operation of the company.

Third shareholding structure

1, the company adopts the way of collection and establishment, and the target of the collection is the legal person and the public.

2. The shares subscribed by the promoters of the company account for% of the total shares, and the remaining shares are publicly raised to the public.

3. The shareholders of the company shall subscribe to the subscribers at the time of registration.

4, the total capital of the company is RMB yuan, China, Hong Kong and Macao.

5, the company's total capital is divided into equal shares. The company's shares are issued in the form of shares, which are issued by the company. After the establishment of a joint stock company, it is planned to issue about two shares of the domestic market in the domestic market. The specific amount will be determined by the general meeting of shareholders.

6, the company's stock is registered by way of name, and the stock held by shareholders is the written evidence of its share subscription.

Fourth stock classes

The shares of a joint stock company are set up as RMB common stocks when the joint stock company is established.

The amount and proportion of the fifth promoters subscribed

Party A holds a% stake in the limited liability company of its limited liability company, which is limited to the company limited by the limited liability company, which has been audited as the net assets of the limited liability company for the year ended in the year of the company's annual audited book assets.

Party B, with a limited stake in the limited liability company held by the limited liability company, has a net share of the audited book assets of the limited liability company limited to the company's annual audited book assets of the company in the year of the year of the first year of the year.

The Hong Kong limited liability company has a% stake in the limited liability company of the limited liability company, which is closed to the limited liability company until the end of the year, and the net assets of the audited book will be converted into the shares of the company's shares.

Sixth other contributions

The parties agree that the initiator of the contract shall be invested by the company in the form of cash, and the investment target shall be the equipment for the investment (industrial property right, non patented technology and land use right).

Seventh payment times

During the period when the government approves the establishment of a joint stock company, the CPA shall verify the capital and issue capital verification certificate by the CPA to confirm the investment and shareholding ratio of the parties to the joint stock company, and to issue a capital contribution certificate to the parties by the joint stock company.

The eighth Preparatory Committee

(1) according to the proposal of the sponsors, the Preparatory Committee of the company shall be established, and the Preparatory Committee shall be composed of the personnel elected by the sponsors, and the Preparatory Committee shall be responsible for all activities during the preparation period of the company. The Preparatory Committee has offices and implements daily work system.

(two) responsibilities of the Preparatory Committee

1, responsible for organizing drafting and contacting the sponsors to sign relevant economic documents.

2, responsible for the company's establishment and other matters should be responsible for reporting to the government departments, request for approval.

3, responsible for carrying out the stock raising work and ensuring the safety of the stock.

4. Within 30 days after the completion of the subscription, the company will organize and host the company's founding meeting and the first shareholders' meeting.

5, responsible for contacting shareholders and listening to shareholders' opinions on the composition and candidates of board of directors and management organizations, and is responsible for proposing to the company's first general meeting of shareholders to select staff members of the company in a fair and reasonable manner.

(three) the members of the preparatory committee do not pay their salaries and, after the successful establishment of the company, issue some subsidies as appropriate. The reasonable expenses incurred will be reimbursed by the company after the adoption of the company's founding meeting. The remuneration of the promoters shall be negotiated by the sponsors and reported to the company's founding meeting and the first general meeting of shareholders.

(four) the Preparatory Committee is formally established on the date of signing the contract. After the creation of the company's general assembly and the first general meeting of shareholders, the Preparatory Committee will be dissolved voluntarily after the election of directors.

The ninth organization

1, the supreme authority of a joint stock company is the general meeting of shareholders.

2. The board of directors of a joint stock company is composed of directors of the company.

3, the establishment of a board of supervisors by a joint stock company is composed of supervisors, supervisors, and supervisors.

4, a joint stock company shall establish a management organization.

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The rights of the tenth promoters

1, jointly decide the important matter of changing limited liability into a joint stock company.

2. When the conditions of this agreement change, they have the right to receive notice and express their opinions.

3, when other promoters default or cause losses, they are entitled to compensation or compensation.

4. After the establishment of a joint stock company according to law, the promoters will become the common shareholders of the joint stock company.

5, the parties shall enjoy the rights that the promoters and shareholders should enjoy in accordance with the provisions of the law and the articles of association of the joint stock company.

The obligations of the eleventh promoters

1. In accordance with the relevant laws and regulations of the state, the establishment of a joint stock company shall be carried out, and no promoter shall engage in illegal activities in the name of the establishment of a company.

2, all documents and certificates required for registration and application for the establishment of a joint stock company shall be provided in a timely manner, providing various services and convenient conditions for the establishment of a joint stock company.

3, after the establishment of a joint stock company according to law, according to the provisions of the law and the articles of association of the joint stock company, each promoter shall assume the obligations and responsibilities of the promoters and shareholders as the common shareholders of the joint stock company.

4, if the sponsors pay their shares or make contributions to the shares, they shall not withdraw their capital stock except for the time when the shares are not raised on time, and the initiators fail to hold a founding meeting or a resolution at the founding meeting.

5, when a company cannot be established, the sponsors are jointly and severally liable for the debts and expenses arising from the establishment.

6, when the company fails to be established, the promoters should jointly and severally liable the shares paid by the subscribers, return the shares and calculate the interest of the bank in the same period.

7, in the course of the establishment of a company, if the company's interests are damaged due to the fault of the promoters, the company shall be liable for compensation.

Twelfth cost commitments

1. The expenses required in the process of establishing a joint stock company shall be jointly carried out by the sponsors, and the expenditure items shall be specified in detail.

2, in actual operation, it is reasonable to use the listed items according to the regulations, and the expenses of each sponsor shall be monitored each other. After the establishment of a joint stock company, it will be included in the cost of the joint stock company.

Thirteenth finance and accounting

1, a company shall establish a company's financial and accounting system in accordance with the provisions of laws, administrative regulations and the Department of Finance under the State Council.

2, the company shall prepare financial and accounting reports at the end of each accounting year and audit by accounting firms according to law. Financial accounting reports should be produced in accordance with laws, administrative regulations and regulations of the financial department under the State Council.

3. In the first three months of each business year, the company shall prepare the balance sheet, profit and loss account and profit distribution plan for the previous year, and submit it to the board for deliberation and approval.

4, the financial accounting report should be placed in the company twenty days before the annual meeting of shareholders' general meeting.

5, when the company distributes the profit after tax, ten percent of the profits should be included in the statutory provident fund of the company. The accumulative amount of the statutory provident fund of a company is more than fifty percent of the registered capital of the company, and it may no longer be extracted.

6, the statutory provident fund of the company is insufficient to make up for the losses of the previous year. Before the statutory reserve fund is drawn up according to the provisions of the preceding paragraph, it shall first make up the deficit with the profit of that year.

7. After the company extracts the statutory provident fund from the after tax profits, it may also withdraw the arbitrary provident fund from the after tax profits through the resolution of the shareholders' meeting or the general meeting of shareholders. After the company makes up the deficit and profits after the withdrawal of the provident fund, the profit will be distributed according to the share held by the shareholders, except that the articles of association of the Limited by Share Ltd do not allocate shares according to their shareholding ratio.

8. If the shareholders' meeting, shareholders' meeting or board of directors violate the regulations, the shareholders must distribute profits to the company if the profits are distributed to the shareholders before the company makes up for the losses and draws the statutory provident fund. The company's shares held by the company shall not be distributed.

9, a company shall provide a certified public accounting firm with true and complete accounting vouchers, accounting books, financial accounting reports and other accounting materials, and shall not refuse, concealment or falsely report.

10, the company shall not separate accounting books except the statutory accounting books. The company assets shall not be opened in any personal name.

Fourteenth liability for breach of contract

1. Any party in this agreement who breaches the relevant provisions of the agreement and its guarantee and commitment constitutes a breach of contract by the party and shall bear corresponding civil liability.

2, any party who is unwilling or unable to act as a promoter of a joint stock company in violation of the relevant provisions of this Agreement and causes a stock company to fail to establish it shall constitute a breach of contract by the party. In addition to the cost of the company's alteration type, the party shall also compensate the loss caused by the limited liability company and other promoters. With the consent of other promoters, the breach party may transfer the shares of a limited liability company to the third party, and it may be exempted from the liability.

Fifteenth statements and guarantees

Originator Agreement The parties to the signing made the following statements and assurances:

(1) the sponsors are all natural persons with independent civil capacity and have legitimate rights or authorized to sign this agreement.

(2) all the sponsors' investment in the company is owned by the sponsors. Lawful property 。

(3) the documents and materials submitted by the sponsors in all directions are true, accurate and effective.

Sixteenth confidentiality

The parties to the contract ensure that confidential documents and materials, including business secrets, company plans, operational activities, financial information, technical information, business information and other business secrets, which are learned from other parties during the discussion, signing and execution of this agreement, and which are not available from public channels, shall be kept confidential. Without the consent of the original supplier of the data and documents, the other party shall not disclose any or all of the contents of the trade secret to any third party. Unless otherwise stipulated by laws or regulations or otherwise agreed by the parties. The duration of secrecy is the year of the year.

Seventeenth notices

1, in accordance with this contract, all notices issued by one party to the other party, as well as the documents and contacts between the parties, and the notices and requirements related to this contract, must be in written form. If the above methods are not served, the service may be delivered by notice.

2, the addresses of all parties are as follows:

3. A party shall notify the other party in writing of the change of notice or correspondence address within the day of the date of change.

Eighteenth contract changes

If any Party A, B and C needs to change this contract during the execution of this contract, if a party is required to change the contract, the other party shall be informed in writing. After obtaining the consent of the other party, the parties shall sign a written change agreement within the prescribed time limit (written notice to send the company within the specified time limit), which will become an integral part of the contract. Without written documents signed by the parties, neither party has the right to change this contract, otherwise, the economic loss of the other party shall be borne by the responsible party.

Assignment of nineteenth contracts

Except as otherwise stipulated in the contract or by consultation with all parties, any rights and obligations of the parties hereto shall not be transferred to the third party without the written consent of other parties. Any assignment without the written consent of other parties shall be void.

Twentieth dispute handling

1. This contract is governed by and governed by the laws of the People's Republic of China.

2. Disputes arising from the execution of this contract shall be settled through consultation between the parties concerned, and may also be mediated by the relevant departments.

(1) submit the arbitration to the Arbitration Commission.

(2) bring a lawsuit to the people's court according to law.

Twenty-first force majeure

1, if any party of this contract fails to perform all or part of its obligations under this contract due to the force majeure event, the execution of this obligation shall be suspended during the event of force majeure.

2, claiming that the party affected by the event of force majeure shall notify the other party in writing in the shortest possible time of the event of force majeure, and provide the other party with appropriate evidence of such force majeure and its duration, and written information on the failure or fulfilment of the contract after the occurrence of the event of force majeure. The claim that force majeure causes its execution of the contract objectively becomes an impossibility or impractical party and has the responsibility to make every reasonable effort to eliminate or mitigate the impact of such force majeure events.

3. When an event of force majeure occurs, all parties shall immediately decide through friendly negotiation how to execute the contract. After the event of force majeure or the termination or elimination of its effects, the parties shall immediately resume their respective obligations under this contract. If the force majeure and its effects can not be terminated or eliminated, any party in the contract may lose the ability to continue to perform the contract, then the parties may negotiate the dissolution of the contract or temporarily delay the performance of the contract, and the force majeure party shall not be liable for it. If a party has acted with force majeure after his delay in performance, he shall not be exempted from liability.

4. The term "force majeure" as mentioned in this contract means that the affected party can not reasonably control, unforeseeable or even foreseeable, unavoidable and insurmountable, and after the signing of this contract, it will make it impossible for the party to perform all or part of the contract objectively. Such incidents include, but are not limited to, natural disasters such as floods, fires, droughts, typhoons, earthquakes, and social events, such as wars (whether or not they have declared war), disturbances, strikes, government acts or legal provisions.

Twenty-second article contract Explanation

The contents of the contract or the terms and conditions of the contract are not clear. The parties to the contract may make reasonable explanations for the contract in accordance with the principles of this contract, the purpose of the contract, the custom of the transaction and the terms of the connection. The interpretation shall be binding unless the interpretation contradict the law or this contract.

Twenty-third supplements and annexes

If the contract is not fully implemented, according to the relevant laws and regulations, and the laws and regulations have not been provided for, the parties may achieve a written supplementary contract. The annexes and supplementary contracts of this contract are integral parts of this contract and have the same legal effect as this contract.

The effect of the twenty-fourth contract

1. This contract shall come into force on the day of signature by the parties or representatives of the parties or their authorized representatives, and with the addition of the official seal of the unit or the special seal of the contract.

2. This Agreement shall be in the same form. Party A, Party B and Party C shall have the same legal effect.

3. The annexes and supplementary contracts of this contract are integral parts of this contract and have the same legal effect as this contract.

Party A (Gai Zhang): Party committee (Gai Zhang): the first party is (Gai Zhang):

The legal representative (signature): the legal representative (signature) of the Chinese government: the legal representative (signature):

The principal agent (signature): the agent (signature) of the company: the company's principal agent (signature):

Place of signature: the place where the sign is to be signed.

This is the year of the year.