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Establishment Of Limited By Share Ltd Capital Contribution Agreement
< p > Contract No.: "/p".
< p > Party A: /p.
< p > legal residence: /p.
< p > legal representative: "/p".
< p > duty: "/p".
< p > principal agent: /p.
< p > ID card number: "/p".
< p > address: "/p".
< p > postal code: "/p".
< p > Contact: "/p".
< p > Tel: /p.
< p > Fax: "/p".
< p > Account No.: /p.
< p > electronic mail box: "/p".
< p > Party B: /p.
< p > legal residence: /p.
< p > legal representative: "/p".
< p > duty: "/p".
< p > principal agent: /p.
< p > ID card number: "/p".
< p > address: "/p".
< p > postal code: "/p".
< p > Contact: "/p".
< p > Tel: /p.
< p > Fax: "/p".
< p > Account No.: /p.
< p > electronic mail box: "/p".
< p > >: /p.
< p > legal residence: /p.
< p > legal representative: "/p".
< p > duty: "/p".
< p > principal agent: /p.
< p > ID card number: "/p".
< p > address: "/p".
< p > postal code: "/p".
< p > Contact: "/p".
< p > Tel: /p.
< p > Fax: "/p".
< p > Account No.: /p.
< p > electronic mail box: "/p".
< p > in accordance with the "company law of the People's Republic of China" and other relevant laws and regulations, in accordance with the principle of equality and mutual benefit, through 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). < /p >
< p > first company profile < /p >
< p > 1, the name of the limited liability company established for application is formulated as "Limited by Share Ltd," and has several alternative names, with the name of the company being approved by the company registration authority. < /p >
< p > 2, the company's residence is planned to be located in the area of the city, the city, the city, and the area. < /p >
< p > 3, the company's organizational form is: Limited by Share Ltd. The company has an independent legal personality. < /p >
< p > 4, responsibility: the company adopts the way of collection and establishment, and the shareholders are limited to the company with the shares they subscribed for. The company is responsible for the company's debts with all its assets. < /p >
< p > second company purposes and business scope < /p >
< p > our company's business objective is: the company is a company. < /p >
< p > our company's business scope is: the main business is the main business of the company. < /p >
< p > third ownership structure < /p >
< p > 1, the company adopts the way of raising and raising, and the target of the collection is legal person and the public. < /p >
< p > 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. < /p >
< p > 3, the shareholders of the company shall be the subscribers of the company when they register. < /p >
< p > 4, and the total capital of the company is RMB. < /p >
< p > 5, and all the capital of the company 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. < /p >
< p > 6, the company's shares are registered, and the shares held by shareholders are written vouchers for their shares. < /p >
< p > Fourth shares class < /p >
< p > the shares of a joint stock company are set up as RMB common stocks when the joint stock company is established. < /p >
< p > fifth, the amount and proportion of sponsors subscribed < /p >
< p > Party A has a% stake in the limited liability company of its limited liability company, which is held by the limited liability company, and has been audited book net assets of the limited liability company until the end of the year of the company's annual gross domestic product (audited book assets), which is equivalent to 10% of the total share capital of the stock company. < /p >
< p > Party B has a% stake in the limited liability company of its limited liability company, and the limited liability company has closed its net audited book assets on the basis of the limited liability company's annual audited book net assets of the company in the year of the year of the first year of the year, and the shares of the company's shares will be converted into the shares of the company's share capital, which is the total share capital of the stock company. < /p >
< p > Party C, with its stake in the limited liability company held by the company, is limited to the limited liability company's close audited book net assets of the company in the year of the year of the year, and the shares of the company's shares will be converted into the shares of the company's shares. < /p >
< p > sixth other contributions < /p >
< p > contract parties agree that the initiator shall be invested in cash, and the investment target shall be the equipment for the investment (industrial property right, non patented technology and land use right). < /p >
< p > seventh payment time < /p >
< p > in the days when the government approves the establishment of a joint stock company, the CPA shall verify the capital and issue a 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. < /p >
< p > eighth Preparatory Committee < /p >
< p > (1) according to the proposal of the sponsors, the company's Preparatory Committee 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. < /p >
< p > (two) the responsibilities of the Preparatory Committee < /p >
< p > 1, responsible for drafting and contacting the sponsors to sign relevant economic documents. < /p >
< p > 2, responsible for the establishment of the company and other matters to declare to the government departments, request for approval. < /p >
< p > 3, responsible for carrying out the stock raising work and ensuring the safety of the stock. < /p >
< p > 4, 30 days after the subscription of all shares, the company's founding meeting and the first shareholders' meeting will be held. < /p >
< p > 5, responsible for contacting shareholders and listening to shareholders' opinions on the composition and candidates of board of directors and management organizations. < /p >
< p > (three) the members of the preparatory committee do not pay their salaries, and after the establishment of the company, some subsidies are issued 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. < /p >
< p > (four) the Preparatory Committee was 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. < /p >
< p > ninth organizational structure < /p >
< p > 1, the highest authority of a stock company is the general meeting of shareholders. < /p >
< p > 2, the board of directors of a joint stock company is composed of directors of the company. < /p >
< p > 3, the establishment of a board of supervisors of a joint stock company is composed of supervisors, supervisors, and supervisors. < /p >
< p > 4, a joint stock company has a management organization. < /p >
< p > tenth rights of the promoters < /p >
< p > 1, jointly deciding the important matter of changing limited liability into a joint stock company; < /p >
< p > 2, when the conditions of this agreement change, the right to be informed and to express their views; < /p >
< p > 3, when other promoters default or cause losses, they are entitled to compensation or compensation; < /p >
< p > 4, after the establishment of a joint stock company according to law, each promoter shall become a common shareholder of a joint stock company; < /p >
< p > 5, the parties shall enjoy the rights of the promoters and shareholders according to the provisions of the law and the articles of association of the joint stock company. < /p >
< p > eleventh obligations of the promoters < /p >
< p > 1, in accordance with the relevant laws and regulations of the state, it is necessary for any promoter to engage in illegal activities in the name of the establishment of a company; < /p >
P > 2, should provide all the documents and certificates required for the application and registration of the joint stock company in time, and provide various services and conveniences for the establishment of the joint stock company; < /p >
< p > 3. After the establishment of the joint stock company according to law, according to the provisions of the law and the articles of association of the joint-stock company, the sponsors shall bear the obligations and responsibilities of the sponsors and shareholders as the common shareholders of the joint stock company; < /p >
P > 4. After the sponsors pay their shares or deliver the contribution to the equity funds, they shall not withdraw their share capital, except when the shares are not raised on time, the sponsor has not held the founding meeting or the General Assembly resolution does not set up a company. < < /p >
< p > 5. When the company cannot be established, the sponsor is jointly responsible for the debts and expenses arising from the establishment of the act; < /p >
< p > 6, when the company can not be established, the promoters should share the joint and several liability paid by the subscribers to the shares which they have paid, and the interest on the deposit in the same period of the bank. < /p >
< p > 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. < /p >
< p > twelfth, the cost bear < /p >.
< p > 1, the expenses incurred 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. < /p >
< p > 2. In actual operation, the use of the items listed in the list is reasonable, and the expenses of each sponsor are monitored each other. After the establishment of a joint stock company, it will be included in the cost of the joint stock company. < /p >
< p > thirteenth articles of Finance and accounting < /p >
< p > 1, the company shall establish the company's financial and accounting system in accordance with the laws, administrative regulations and the provisions of the financial department under the State Council. < /p >
< p > 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. < /p >
< p > 3, the company will prepare the balance sheet, profit and loss account and profit distribution plan for the first three months of each business year, and submit it to the board for deliberation and approval. < /p >
< p > 4, and the financial accounting report shall be placed in the company for inspection by shareholders twenty days before the annual meeting of the general meeting of shareholders. < /p >
< p > 5, when the company distributes the profit after tax, ten percent of the profits should be included in the company's statutory provident fund. 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. < /p >
< p > 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 extracted according to the provisions of the preceding paragraph, it shall first make up the deficit with the profit of that year. < /p >
< p > 7, after the company has extracted 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. < /p >
< p > 8, shareholders' meeting, shareholders' meeting or board of directors violates the regulations. If profits are distributed to shareholders before the company makes up for losses and draws statutory provident funds, shareholders must return the profits distributed in violation of regulations to the company. The company's shares held by the company shall not be distributed. < /p >
< p > 9, the company shall provide the accounting firms with real and complete accounting vouchers, accounting books, financial accounting reports and other accounting materials, and shall not refuse, concealment or falsely report. < /p >
< p > 10, except for the statutory accounting books, the company shall not set up separate accounting books. The company assets shall not be opened in any personal name. < /p >
< p > fourteenth liability for breach of contract < /p >
< p > 1. Any party in this agreement who breaches the relevant provisions of the agreement and its warranty and commitment constitutes a breach of contract by the party and shall bear corresponding civil liability. < /p >
< p > 2, any party who violates the relevant provisions of this Agreement and is unwilling or unable to act as a promoter of a joint stock company, resulting in the failure of a joint stock company to establish, 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 spanfer the shares of a limited liability company to the third party, and it may be exempted from the liability. < /p >
< p > fifteenth statements and guarantees < /p >
< p > the sponsors of the agreement signed the following statement and guarantee: < /p >
< p > (1) all initiators are natural persons with independent civil capacity and have legitimate rights or authorized to sign this agreement. < /p >
< p > (2) all the funds invested by the initiator in the company are the lawful property owned by the sponsors. < /p >
< p > (3) the documents and materials submitted by the sponsors in all directions are true, accurate and effective. < /p >
< p > sixteenth confidentiality < /p >.
< p > the parties to the contract ensure that confidential documents and materials, including trade secrets, company plans, operational activities, financial information, technical information, business information and business secrets, which are learned by other parties in the course of 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. < /p >
< p > seventeenth < a href= "http://www.91se91.com/news/index_c.asp" > notice < /a > /p >
< p > 1, in accordance with this contract, all notices required 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, and may be delivered by means of letters, telegrams, cables, facsimile, face-to-face delivery, etc. If the above methods are not served, the service may be delivered by notice. < /p >
< p > 2, and the addresses of all parties are as follows: < /p >
< p > 3, a party's notice of change or address shall be notified in writing to the other party within the day from the date of change. Otherwise, the uninformed party shall bear the relevant responsibilities arising therefrom. < /p >
< p > eighteenth contract changes < /p >
< p > during the performance of this contract, if any Party A, B and C needs to change this contract in case of exceptional circumstances, a party shall be required to notify the other party in writing in time. 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. < /p >
< p > nineteenth < a href= "http://www.91se91.com/news/index_c.asp" > Contract < /a > spanfer < /p >
< p > except for otherwise stipulated in the contract or by consultation with all parties, any rights and obligations of the parties under this contract shall not be spanferred to the third party without the written consent of other parties. Any assignment without the written consent of other parties shall be void. < /p >
< p > twentieth dispute handling < /p >
< p > 1, this contract is governed by and interpreted by People's Republic of China < a href= "http://www.91se91.com/news/index_c.asp" > < /a >. < /p >
< p > 2, the 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. If consultation or mediation fails, the following shall be settled in the following way: < /p >
< p > (1) submitted to the Arbitration Commission of the Arbitration Commission; arbitration > /p >
< p > (2) bring a lawsuit to the people's court according to law. < /p >
< p > twenty-first force majeure < /p >.
< p > 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 if the event of force majeure impedes its performance. < /p >
< p > 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 shall, within the time of the event of force majeure, 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. 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. < /p >
< p > 3, when a force majeure event occurs, the 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. < /p >
< p > 4. The term "force majeure" as mentioned in this contract means that the party whose influence is not reasonably controlled, unforeseeable or even predictable, unavoidable and insurmountable, and occurs after the date of signing of the contract, making it impossible for the party to perform all or part of the contract in any objective event. 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. < /p >
< p > twenty-second contract interpretation < /p >
< p > the contents and provisions of the contract are not clear. The parties to the contract may make reasonable explanations for this contract in accordance with the principles of this contract, the purpose of the contract, the custom of the spanaction and the terms of the connection. The interpretation shall be binding unless the interpretation contradict the law or this contract. < /p >
< p > twenty-third supplement and annex < /p >.
< p > if the contract has not been completed, according to the relevant laws and regulations, and if 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. < /p >
< p > the effect of the twenty-fourth contract is < /p >.
< p > 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 seal of the unit or the special seal of the contract. < /p >
< p > 2, and this Agreement shall be in the same form. Party A, Party B and Party C shall have the same legal effect. < /p >
< p > 3, the annexes and supplementary contracts of this contract are integral parts of this contract and have the same legal effect as this contract. < /p >
< p > Party A (Gai Zhang): the second party is (Gai Zhang): the second is the "/p".
< p > legal representative (signature): the legal representative (signature) of the Chinese government: the legal representative (signature): the "/p".
< p > principal agent (signature): the agent (signature) of the company is: the authorized agent (signature): "/p".
< p > signing place: the place where the sign is to be signed, the location of which is: "/p".
(P) more than 60 years old.
< p > Party A: /p.
< p > legal residence: /p.
< p > legal representative: "/p".
< p > duty: "/p".
< p > principal agent: /p.
< p > ID card number: "/p".
< p > address: "/p".
< p > postal code: "/p".
< p > Contact: "/p".
< p > Tel: /p.
< p > Fax: "/p".
< p > Account No.: /p.
< p > electronic mail box: "/p".
< p > Party B: /p.
< p > legal residence: /p.
< p > legal representative: "/p".
< p > duty: "/p".
< p > principal agent: /p.
< p > ID card number: "/p".
< p > address: "/p".
< p > postal code: "/p".
< p > Contact: "/p".
< p > Tel: /p.
< p > Fax: "/p".
< p > Account No.: /p.
< p > electronic mail box: "/p".
< p > >: /p.
< p > legal residence: /p.
< p > legal representative: "/p".
< p > duty: "/p".
< p > principal agent: /p.
< p > ID card number: "/p".
< p > address: "/p".
< p > postal code: "/p".
< p > Contact: "/p".
< p > Tel: /p.
< p > Fax: "/p".
< p > Account No.: /p.
< p > electronic mail box: "/p".
< p > in accordance with the "company law of the People's Republic of China" and other relevant laws and regulations, in accordance with the principle of equality and mutual benefit, through 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). < /p >
< p > first company profile < /p >
< p > 1, the name of the limited liability company established for application is formulated as "Limited by Share Ltd," and has several alternative names, with the name of the company being approved by the company registration authority. < /p >
< p > 2, the company's residence is planned to be located in the area of the city, the city, the city, and the area. < /p >
< p > 3, the company's organizational form is: Limited by Share Ltd. The company has an independent legal personality. < /p >
< p > 4, responsibility: the company adopts the way of collection and establishment, and the shareholders are limited to the company with the shares they subscribed for. The company is responsible for the company's debts with all its assets. < /p >
< p > second company purposes and business scope < /p >
< p > our company's business objective is: the company is a company. < /p >
< p > our company's business scope is: the main business is the main business of the company. < /p >
< p > third ownership structure < /p >
< p > 1, the company adopts the way of raising and raising, and the target of the collection is legal person and the public. < /p >
< p > 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. < /p >
< p > 3, the shareholders of the company shall be the subscribers of the company when they register. < /p >
< p > 4, and the total capital of the company is RMB. < /p >
< p > 5, and all the capital of the company 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. < /p >
< p > 6, the company's shares are registered, and the shares held by shareholders are written vouchers for their shares. < /p >
< p > Fourth shares class < /p >
< p > the shares of a joint stock company are set up as RMB common stocks when the joint stock company is established. < /p >
< p > fifth, the amount and proportion of sponsors subscribed < /p >
< p > Party A has a% stake in the limited liability company of its limited liability company, which is held by the limited liability company, and has been audited book net assets of the limited liability company until the end of the year of the company's annual gross domestic product (audited book assets), which is equivalent to 10% of the total share capital of the stock company. < /p >
< p > Party B has a% stake in the limited liability company of its limited liability company, and the limited liability company has closed its net audited book assets on the basis of the limited liability company's annual audited book net assets of the company in the year of the year of the first year of the year, and the shares of the company's shares will be converted into the shares of the company's share capital, which is the total share capital of the stock company. < /p >
< p > Party C, with its stake in the limited liability company held by the company, is limited to the limited liability company's close audited book net assets of the company in the year of the year of the year, and the shares of the company's shares will be converted into the shares of the company's shares. < /p >
< p > sixth other contributions < /p >
< p > contract parties agree that the initiator shall be invested in cash, and the investment target shall be the equipment for the investment (industrial property right, non patented technology and land use right). < /p >
< p > seventh payment time < /p >
< p > in the days when the government approves the establishment of a joint stock company, the CPA shall verify the capital and issue a 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. < /p >
< p > eighth Preparatory Committee < /p >
< p > (1) according to the proposal of the sponsors, the company's Preparatory Committee 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. < /p >
< p > (two) the responsibilities of the Preparatory Committee < /p >
< p > 1, responsible for drafting and contacting the sponsors to sign relevant economic documents. < /p >
< p > 2, responsible for the establishment of the company and other matters to declare to the government departments, request for approval. < /p >
< p > 3, responsible for carrying out the stock raising work and ensuring the safety of the stock. < /p >
< p > 4, 30 days after the subscription of all shares, the company's founding meeting and the first shareholders' meeting will be held. < /p >
< p > 5, responsible for contacting shareholders and listening to shareholders' opinions on the composition and candidates of board of directors and management organizations. < /p >
< p > (three) the members of the preparatory committee do not pay their salaries, and after the establishment of the company, some subsidies are issued 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. < /p >
< p > (four) the Preparatory Committee was 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. < /p >
< p > ninth organizational structure < /p >
< p > 1, the highest authority of a stock company is the general meeting of shareholders. < /p >
< p > 2, the board of directors of a joint stock company is composed of directors of the company. < /p >
< p > 3, the establishment of a board of supervisors of a joint stock company is composed of supervisors, supervisors, and supervisors. < /p >
< p > 4, a joint stock company has a management organization. < /p >
< p > tenth rights of the promoters < /p >
< p > 1, jointly deciding the important matter of changing limited liability into a joint stock company; < /p >
< p > 2, when the conditions of this agreement change, the right to be informed and to express their views; < /p >
< p > 3, when other promoters default or cause losses, they are entitled to compensation or compensation; < /p >
< p > 4, after the establishment of a joint stock company according to law, each promoter shall become a common shareholder of a joint stock company; < /p >
< p > 5, the parties shall enjoy the rights of the promoters and shareholders according to the provisions of the law and the articles of association of the joint stock company. < /p >
< p > eleventh obligations of the promoters < /p >
< p > 1, in accordance with the relevant laws and regulations of the state, it is necessary for any promoter to engage in illegal activities in the name of the establishment of a company; < /p >
P > 2, should provide all the documents and certificates required for the application and registration of the joint stock company in time, and provide various services and conveniences for the establishment of the joint stock company; < /p >
< p > 3. After the establishment of the joint stock company according to law, according to the provisions of the law and the articles of association of the joint-stock company, the sponsors shall bear the obligations and responsibilities of the sponsors and shareholders as the common shareholders of the joint stock company; < /p >
P > 4. After the sponsors pay their shares or deliver the contribution to the equity funds, they shall not withdraw their share capital, except when the shares are not raised on time, the sponsor has not held the founding meeting or the General Assembly resolution does not set up a company. < < /p >
< p > 5. When the company cannot be established, the sponsor is jointly responsible for the debts and expenses arising from the establishment of the act; < /p >
< p > 6, when the company can not be established, the promoters should share the joint and several liability paid by the subscribers to the shares which they have paid, and the interest on the deposit in the same period of the bank. < /p >
< p > 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. < /p >
< p > twelfth, the cost bear < /p >.
< p > 1, the expenses incurred 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. < /p >
< p > 2. In actual operation, the use of the items listed in the list is reasonable, and the expenses of each sponsor are monitored each other. After the establishment of a joint stock company, it will be included in the cost of the joint stock company. < /p >
< p > thirteenth articles of Finance and accounting < /p >
< p > 1, the company shall establish the company's financial and accounting system in accordance with the laws, administrative regulations and the provisions of the financial department under the State Council. < /p >
< p > 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. < /p >
< p > 3, the company will prepare the balance sheet, profit and loss account and profit distribution plan for the first three months of each business year, and submit it to the board for deliberation and approval. < /p >
< p > 4, and the financial accounting report shall be placed in the company for inspection by shareholders twenty days before the annual meeting of the general meeting of shareholders. < /p >
< p > 5, when the company distributes the profit after tax, ten percent of the profits should be included in the company's statutory provident fund. 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. < /p >
< p > 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 extracted according to the provisions of the preceding paragraph, it shall first make up the deficit with the profit of that year. < /p >
< p > 7, after the company has extracted 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. < /p >
< p > 8, shareholders' meeting, shareholders' meeting or board of directors violates the regulations. If profits are distributed to shareholders before the company makes up for losses and draws statutory provident funds, shareholders must return the profits distributed in violation of regulations to the company. The company's shares held by the company shall not be distributed. < /p >
< p > 9, the company shall provide the accounting firms with real and complete accounting vouchers, accounting books, financial accounting reports and other accounting materials, and shall not refuse, concealment or falsely report. < /p >
< p > 10, except for the statutory accounting books, the company shall not set up separate accounting books. The company assets shall not be opened in any personal name. < /p >
< p > fourteenth liability for breach of contract < /p >
< p > 1. Any party in this agreement who breaches the relevant provisions of the agreement and its warranty and commitment constitutes a breach of contract by the party and shall bear corresponding civil liability. < /p >
< p > 2, any party who violates the relevant provisions of this Agreement and is unwilling or unable to act as a promoter of a joint stock company, resulting in the failure of a joint stock company to establish, 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 spanfer the shares of a limited liability company to the third party, and it may be exempted from the liability. < /p >
< p > fifteenth statements and guarantees < /p >
< p > the sponsors of the agreement signed the following statement and guarantee: < /p >
< p > (1) all initiators are natural persons with independent civil capacity and have legitimate rights or authorized to sign this agreement. < /p >
< p > (2) all the funds invested by the initiator in the company are the lawful property owned by the sponsors. < /p >
< p > (3) the documents and materials submitted by the sponsors in all directions are true, accurate and effective. < /p >
< p > sixteenth confidentiality < /p >.
< p > the parties to the contract ensure that confidential documents and materials, including trade secrets, company plans, operational activities, financial information, technical information, business information and business secrets, which are learned by other parties in the course of 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. < /p >
< p > seventeenth < a href= "http://www.91se91.com/news/index_c.asp" > notice < /a > /p >
< p > 1, in accordance with this contract, all notices required 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, and may be delivered by means of letters, telegrams, cables, facsimile, face-to-face delivery, etc. If the above methods are not served, the service may be delivered by notice. < /p >
< p > 2, and the addresses of all parties are as follows: < /p >
< p > 3, a party's notice of change or address shall be notified in writing to the other party within the day from the date of change. Otherwise, the uninformed party shall bear the relevant responsibilities arising therefrom. < /p >
< p > eighteenth contract changes < /p >
< p > during the performance of this contract, if any Party A, B and C needs to change this contract in case of exceptional circumstances, a party shall be required to notify the other party in writing in time. 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. < /p >
< p > nineteenth < a href= "http://www.91se91.com/news/index_c.asp" > Contract < /a > spanfer < /p >
< p > except for otherwise stipulated in the contract or by consultation with all parties, any rights and obligations of the parties under this contract shall not be spanferred to the third party without the written consent of other parties. Any assignment without the written consent of other parties shall be void. < /p >
< p > twentieth dispute handling < /p >
< p > 1, this contract is governed by and interpreted by People's Republic of China < a href= "http://www.91se91.com/news/index_c.asp" > < /a >. < /p >
< p > 2, the 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. If consultation or mediation fails, the following shall be settled in the following way: < /p >
< p > (1) submitted to the Arbitration Commission of the Arbitration Commission; arbitration > /p >
< p > (2) bring a lawsuit to the people's court according to law. < /p >
< p > twenty-first force majeure < /p >.
< p > 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 if the event of force majeure impedes its performance. < /p >
< p > 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 shall, within the time of the event of force majeure, 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. 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. < /p >
< p > 3, when a force majeure event occurs, the 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. < /p >
< p > 4. The term "force majeure" as mentioned in this contract means that the party whose influence is not reasonably controlled, unforeseeable or even predictable, unavoidable and insurmountable, and occurs after the date of signing of the contract, making it impossible for the party to perform all or part of the contract in any objective event. 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. < /p >
< p > twenty-second contract interpretation < /p >
< p > the contents and provisions of the contract are not clear. The parties to the contract may make reasonable explanations for this contract in accordance with the principles of this contract, the purpose of the contract, the custom of the spanaction and the terms of the connection. The interpretation shall be binding unless the interpretation contradict the law or this contract. < /p >
< p > twenty-third supplement and annex < /p >.
< p > if the contract has not been completed, according to the relevant laws and regulations, and if 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. < /p >
< p > the effect of the twenty-fourth contract is < /p >.
< p > 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 seal of the unit or the special seal of the contract. < /p >
< p > 2, and this Agreement shall be in the same form. Party A, Party B and Party C shall have the same legal effect. < /p >
< p > 3, the annexes and supplementary contracts of this contract are integral parts of this contract and have the same legal effect as this contract. < /p >
< p > Party A (Gai Zhang): the second party is (Gai Zhang): the second is the "/p".
< p > legal representative (signature): the legal representative (signature) of the Chinese government: the legal representative (signature): the "/p".
< p > principal agent (signature): the agent (signature) of the company is: the authorized agent (signature): "/p".
< p > signing place: the place where the sign is to be signed, the location of which is: "/p".
(P) more than 60 years old.
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