股权代持协议英文版复习课程
全版股权代持合同英文版
全版股权代持合同英文版Full Version Equity Holding AgreementThis document sets forth the terms and conditions of the full version equity holding agreement between the parties involved. The agreement governs the ownership and transfer of shares in a company, outlining the rights and responsibilities of each party.1. Parties InvolvedThis agreement is entered into between the company and the equity holders, specifying their respective roles and obligations. The company is represented by its board of directors, while the equity holders are the individuals or entities holding shares in the company.2. Share OwnershipThe agreement defines the ownership structure of the company, including the percentage of shares held by each equity holder. It also outlines the process for transferring shares, including any restrictions or approval requirements.3. Rights and ResponsibilitiesEach equity holder is entitled to certain rights, such as voting rights and dividends, as outlined in the agreement. They also have certain responsibilities, such as attending shareholder meetings and complying with company policies.4. Transfer of SharesThe agreement stipulates the conditions under which shares can be transferred, including any restrictions on selling or transferring shares to third parties. It also outlines the process for approving transfers and updating the company's shareholder registry.5. Termination and Dispute ResolutionIn the event of a dispute between the parties, the agreement sets forth a process for resolving conflicts through negotiation, mediation, or arbitration. It also specifies the circumstances under which the agreement may be terminated.6. Governing LawThis agreement is governed by the laws of the jurisdiction in which the company is incorporated, ensuring that any legal disputes are resolved in accordance with local regulations.By entering into this agreement, the parties acknowledge and agree to abide by the terms and conditions outlined herein. This full version equity holding agreement serves as a legally binding contract that governs the relationship between the company and its equity holders.Signed on this __ day of __, 20__.___________________________Company Representative___________________________Equity Holder。
(完整版)股份代持协议英文模板
Share-holding Entrustment AgreementThis entrustment agreement (hereinafter called as “this agreement”) was signed by following parties (hereinafter called as “agreement parties) in Qingdao, China on July 20, 2008.Party A: Shengyuan Nutritional Food C o., Ltd. (“Shengyuan Nutrition”)Address: Seashore Industrial Park, Jiaonan, QingdaoNatural person A: Jiang Yunpeng; ID card No.: 231026************Natural person B: Zhang Jibin; ID card No.: 370223************(hereinafter called as “Party B” or “Party B Together”)Whereas:1 Validly existing and lawfully established within the territory of the People’s Republic of China, Party A is an exclusively foreign-owned enterprise, whose lawful registration certificate number is: 370284400001270;2 Party B is a citizen of PRC;3 Party A will entrust Party B to set up the company in mainland China to deploy pregnant woman detection center project (“project”). Party A will join force with the company of Party B and Party B Together (“Party B Company”) to sign “Exclusive Consulting and Service Agreement” and some other agreements to establish business relationship;4 Party B is required to use capital to deploy some matters including prophase operation of project.Therefore, after friendly consultations between both Parties on the principle of mutual benefit, the Parties hereby agree as follows:I Stock equity-holding on behalf of holders and relevant fund items1.1 Party A shall appropriate fund to Party B as per Party B’s written application since the a greement was signed. The sum shall be RMB15 m for each of Party B and the total shall be RMB30 m (“fund-holding on behalf of holders”). Party Bshall be responsible for utilizing this fund as registered capital to establish the company (hereinafter called as “this company”).1.2 This company will sign a series of agreements with Party A, including but not limited to “Exclusive Consulting and Service Agreement”, “Business Operation Agreement”, “Stock Equity Disposal Agreement” and “Stock Equity PledgeAgre ement”. Both Parties have basically agreed to the content framework (Annex One, Two, Three and Four) of these agreements.1.3 Being as the nominal holder of shares (hereinafter called as “shares-holding on behalf of the holder”) of this company, Party B shall perform relevant shareholders’ rights on behalf of the holder depending on Party A’s indication.1.4 The ownership of share-holding on behalf of the holder under the name of Party B belongs to Party A. Party B shall only set up this company and hold the shares of this company under the name of the trustee.II Authorization of entrustmentThe rights entrusted by Party A to Party B to perform on behalf of Party A include:12.1 Set up this company under the name of Party B;2.2 Register Party B to be the shareholder in the shareholder registration roster of this company;2.3 Perform shareholder’s rights as the shareholder of this company, including but not limited to charging dividend or bonus, participating the shareholder meeting, performing voting right and etc.;2.4 Perform shareholders’ other rights as per relevant laws, regulations and constitution of this company in registration location.III Party A’s rights and obligations3.1 Being as the actual investor of share-holding on behalf of the holder, Party A has the right to enjoy actual shareholder’s rights and has the right to obtain relevant investing income.3.2 Party A can issue commands to Party B at any moment with respect to Party A’s performing shareholders’ r ight and Party B shall execute Party A’s commands unconditionally.3.3 Party A has the right to transfer the share-holding on behalf of the holder and relevant shareholder’s equity to its own account or the account of any third Party designated by Party A when Party A thinks roper. Party B shall agree to the above-mentioned transference unconditionally and shall transact the transference as per Party A’s command.3.4 During the period of Party B’s holding share-holding on behalf of the holder, Party A shall shoulder all of relevant generated expenses of taxation (if any); Party A shall also shoulder the generated expenses of taxation when Party B transfers the share-holding on behalf of Party A to Party A or any third Party designated by Party A to hold as per Party A’s commands.3.5 Being as the actual holder of the share, Party A has the right to supervise and correct Party B’s improper behaviors of entrustment as per this agreement and also has the right to require Party B to compensate actual losses due to Party B’s improper behaviors.3.6 Party A has the right to notify cancelling entrusting Party B at any moment and request to transfer relevant share to Party A or new trustee selected by Party A or any third Party designated by the Party A in accordance with laws.IV Party B’s rights and obligations4.1 Party B will not enjoy any usufruct or disposal right (including but not limited to transference and pledge of shareholders’ equity) of shareholders’ equity formed by this share-holding on beha lf of the Party A, under Party B’s own name.4.2 Party B shall not transfer the authority of entrustment to the Third Party to hold above-mentioned share-holding on behalf of the Party A or enjoy shareholder’s equity at any moment or in any situation, un less Party B obtains Party A’s commands or Party A’s written consent.4.3 Under the condition of not obtaining Party A’s written authorization, Party B is not permitted to make transference and disposal or set guarantee of any form for share-holding on behalf of Party A and all of benefits held by itself, moreover, Party B is not permitted to implement any other behaviors possibly damaging Party A’s benefits.24.4 Party B shall deliver all of benefits generated from share-holding on behalf of Party A to Party A timely (incl. cash dividend, bonus or any other benefit allocations).4.5 Party B shall try its best to cooperate with Party A to transfer all of relevant procedures under its own name, when Party A plans to transfer share-holding on behalf of the holder to the third Party.V Term of entrustmentThe term of entrustment shall be a period starting from the effective date of this agreement and ending when Party A issues the written consent to Party B for termination.VI All of agreements and modification for agreements6.1 This agreement together with all of the mentioned or explicitly included agreements and/or all of agreementsreached by document drafting parties in terms ofsubject-matters of this agreement shall replace all of the oral, written agreements, contracts, understandings and address books reached by all parties previously with respect to subject-matters of this agreement.6.2 Any modification for this agreement will go into effect only after all parties have signed the written agreement. The modified agreements and supplementary agreements related to this agreement signed by all parties are the important parts of this agreement. These agreements have the same legal force with this agreement.VII Implementation of agreementThis agreement is in triplicate and each party holds one. This agreement will go into effect since Party A’s authorized representative affixes the signature and the official seal and Party B Together affixes the signature.VIII Jurisdiction of lawsSubscription, effectiveness, implementation and interpretation of this agreement together with settlement of disputes is ruled over by PRC laws and it is interpreted as per PRC laws.IX Settlement of disputes9.1 When all of relevant parties have disputes with respect to interpretation and implementation of items of this agreement, all parties shall settle disputes through friendly negotiation. Any party can submit the relevant disputes to China International Economic and Trade Arbitration Commission to make a settlement as per effective arbitration rules if the disputes can’t be settled through negotiation. The arbitration locale is Beijing. The arbitration language is Chinese. The arbitrament shall be final and it brings constraint for all parties.9.2 All parties shall still continue to fulfill their respective obligations as per regulations of this agreement based on friendship principle, unless there are some disputes.Party A: Shengyuan Nutrition Food Co., Ltd. (stamp)Authorized representative:/s/ Zhang Liang (signature)Party B:Jiang Yunpeng: /s/ Jiang Yunpeng (signature) Zhang Jibin: /s/ Zhang Jibin (signature)。
全版个人代持股权协议英文版
全版个人代持股权协议英文版Full Version Personal Shareholding AgreementThis document serves as an agreement between the parties involved in the personal shareholding arrangement. The purpose of this agreement is to outline the terms and conditions governing the ownership and transfer of shares.Parties InvolvedThe parties involved in this agreement include the shareholder(s) and any designated representatives or trustees.Shareholding DetailsThe agreement specifies the total number of shares held by each shareholder, the class of shares, and any voting rights associated with the shares.Transfer of SharesAny transfer of shares must be approved by all parties involved in the agreement. The process for transferring shares, including any required documentation, is outlined in this agreement.Rights and ResponsibilitiesEach shareholder has certain rights and responsibilities outlined in the agreement. These may include voting rights, dividend entitlements, and obligations to disclose any relevant information.Dispute ResolutionIn the event of a dispute between the parties, a process for resolution is outlined in the agreement. This may involve mediation, arbitration, or other methods as agreed upon by the parties.ConfidentialityAll information exchanged between the parties in relation to the shareholding agreement is to be kept confidential and not disclosed to any third parties without consent.Termination of AgreementThe agreement may be terminated by mutual consent of the parties involved or in the event of a breach of the terms outlined in the agreement.Governing LawThis agreement is governed by the laws of the jurisdiction in which the shares are held. Any legal disputes arising from the agreement will be resolved in accordance with these laws.Amendment of AgreementAny amendments to the agreement must be agreed upon by all parties involved and documented in writing.This full version personal shareholding agreement is designed to provide a comprehensive framework for the ownership and transfer of shares between parties involved. It is important for all parties to fully understand and adhere to the terms outlined in the agreement to ensure a smooth and successful shareholding arrangement.。
2024年英文版股东权益转让协议
20XX 专业合同封面COUNTRACT COVER甲方:XXX乙方:XXX2024年英文版股东权益转让协议本合同目录一览1. 股东权益转让1.1 权益概述1.2 转让条件1.3 转让程序2. 股权结构变更2.1 股权比例调整2.2 新增股东权益2.3 股权变更登记3. 股东权益转让价格及支付方式3.1 转让价格3.2 支付方式3.3 支付时间4. 股东权益转让双方的义务和责任4.1 转让方的义务4.2 受让方的义务4.3 违约责任5. 股东权益转让后的权益享有及管理5.1 权益享有5.2 决策权5.3 利润分配6. 股东权益转让的生效和终止 6.1 生效条件6.2 终止条件6.3 终止后的处理事项7. 保密条款7.1 保密内容7.2 保密期限7.3 违约泄露的后果8. 争议解决方式8.1 争议解决途径8.2 仲裁地点8.3 适用法律9. 合同的变更和解除9.1 变更条件9.2 解除条件9.3 变更和解除的程序10. 合同的签署和生效10.1 签署主体10.2 签署时间10.3 生效时间11. 附加条款11.1 额外权益11.2 特殊规定11.3 其他事项12. 合同的份数和保管12.1 合同份数12.2 各方保管合同副本13. 合同的适用范围和排除事项13.1 适用范围13.2 排除事项14. 最终解释权14.1 解释权归属14.2 解释时间14.3 解释效力第一部分:合同如下:1. 股东权益转让1.1 权益概述1.1.1 本次转让的股东权益包括公司股份的____%(具体股份比例)以及相关的股东权益。
1.1.2 转让的股东权益涉及公司决策权、利润分配权、资产分配权等。
1.2 转让条件1.2.1 转让方应保证所转让的股东权益合法、有效,无任何法律纠纷。
1.2.2 受让方应符合公司法等相关法律法规规定的股东资格条件。
1.2.3 转让方和受让方应签署本股东权益转让协议并满足协议约定的其他条件。
1.3 转让程序1.3.1 转让方和受让方应就转让事宜进行充分协商,达成一致意见。
股权购买协议 中英文
股权购买协议中英文协议名称:股权购买协议Equity Purchase Agreement本协议由以下双方于(日期)签署,即买方(以下简称“买方”)和卖方(以下简称“卖方”)。
一、背景1.1 买方是一家注册于(国家/地区)的公司,主要从事(业务领域),合法存在并有效运营。
1.2 卖方是一家注册于(国家/地区)的公司,主要从事(业务领域),合法存在并有效运营。
二、定义在本协议中,除非上下文另有所指,下列术语应具有以下含义:2.1 “股权”指卖方持有的公司股份,具体包括但不限于普通股、优先股等。
2.2 “购买价格”指买方购买股权所支付的金额。
三、股权购买3.1 卖方同意向买方出售其持有的(公司名称)的股权,买方同意购买该股权。
3.2 股权的购买价格为(金额)。
3.3 股权的交割将在本协议签署之日起(天数)内完成。
四、保证与陈述4.1 卖方保证其对所出售的股权拥有合法的、有效的、不受限制的所有权,并有权将其出售给买方。
4.2 卖方保证其对所出售的股权的所有权没有被任何第三方主张或争议。
4.3 卖方保证其在(公司名称)中的股权没有被质押、冻结、抵押或以其他方式限制其转让的任何权利。
4.4 卖方保证其在(公司名称)中的股权没有受到任何法律、法规、合同或其他协议的限制。
4.5 卖方保证其提供的任何文件、信息或材料真实、准确、完整,并且没有隐瞒任何重要事实。
五、交割5.1 买方在收到卖方股权交割的同时,应向卖方支付购买价格。
5.2 股权交割完成后,卖方应将所有与该股权相关的权益转让给买方。
5.3 买方和卖方应共同努力确保股权交割的顺利进行,并履行与交割相关的一切必要手续。
六、保密6.1 买方和卖方同意在签署本协议后对协议内容以及交易过程中获得的任何商业、财务、技术或其他机密信息予以保密。
6.2 未经对方事先书面同意,任何一方不得向第三方透露本协议的内容。
七、争议解决7.1 本协议的解释和执行应受到(国家/地区)法律的管辖。
股权购买协议 中英文
股权购买协议中英文协议名称:股权购买协议Equity Purchase Agreement甲方:(出售方名称)Party A: (Seller's Name)乙方:(购买方名称)Party B: (Buyer's Name)鉴于:(1)甲方是一家合法注册并有效存在的公司,拥有一定比例的股权;(2)乙方希望购买甲方所持有的股权;(3)双方同意按照以下条款和条件达成本协议。
因此,双方经友好协商,达成以下协议:第一条协议目的本协议的目的是明确双方在股权交易方面的权利和义务,确保交易的顺利进行。
第二条交易股权1. 甲方同意将其持有的股权出售给乙方,乙方同意购买该股权。
2. 股权的具体数量和价格如下:(1)股权数量:_________股;(2)股权价格:每股_________元。
第三条交易条件1. 甲方保证其所出售的股权是合法且有效的,不存在任何形式的限制或负担。
2. 乙方同意按照约定的价格支付购买股权的款项。
3. 双方同意在本协议签署之日起_________日内完成交割手续。
4. 交割手续包括但不限于:(1)甲方向乙方提供所有必要的股权转让文件和证明文件;(2)乙方向甲方支付全部购买款项。
第四条保密条款双方同意对于本协议及其相关交易保密,不得向任何第三方透露相关信息,除非双方另有约定或法律法规要求。
第五条违约责任1. 若一方违反本协议的任何条款,守约方有权要求违约方承担相应的违约责任,并有权采取合理的措施维护自身权益。
2. 违约方应承担的违约责任包括但不限于赔偿损失、支付违约金等。
第六条争议解决凡因履行本协议发生的争议,双方应友好协商解决。
如协商不成,任何一方均有权向有管辖权的法院提起诉讼。
第七条适用法律和管辖本协议的解释、效力和履行均适用中华人民共和国的法律。
如发生争议,双方同意将争议提交有管辖权的法院解决。
第八条其他事项1. 本协议自双方签字盖章之日起生效,有效期为_________年。
股权委托协议书英文
股权委托协议书英文Equity Delegation AgreementThis Equity Delegation Agreement ("Agreement") is made and entered into as of [Date], by and between [Party A Name], with its principal place of business at [Party A Address] ("Delegator"), and [Party B Name], with its principal place of business at [Party B Address] ("Delegatee").1. Preamble1.1. The Delegator is the legal owner of certain equity interests in [Company Name], a company organized and existing under the laws of [Jurisdiction].1.2. The Delegator desires to delegate certain rights and powers associated with the equity interests to the Delegatee.1.3. The Delegatee agrees to accept such delegation of rights and powers upon the terms and conditions set forth herein.2. Delegation of Rights2.1. The Delegator hereby irrevocably delegates to the Delegatee all rights to vote, consent to, and participate in the management of the equity interests in [Company Name], subject to the terms of this Agreement.2.2. The Delegatee shall exercise such rights in accordance with the best interests of the Delegator and in compliance with all applicable laws and regulations.3. Representations and Warranties3.1. The Delegator represents and warrants that it has good and marketable title to the equity interests, free and clear of any liens, encumbrances, or claims.3.2. The Delegatee represents and warrants that it has the capacity and authority to accept the delegation of rights and to perform its obligations under this Agreement.4. Duration and Termination4.1. This Agreement shall commence on the Effective Date and shall continue in effect until terminated by either party upon [Notice Period] days' written notice to the other party.4.2. Notwithstanding the foregoing, this Agreement may be terminated immediately by the Delegator in the event of a breach of any material term or condition by the Delegatee.5. Confidentiality5.1. The Delegatee shall keep confidential all information obtained in connection with the delegation of rights andshall not disclose such information to any third party without the prior written consent of the Delegator.6. Governing Law and Dispute Resolution6.1. This Agreement shall be governed by and construed in accordance with the laws of [Governing Jurisdiction].6.2. Any disputes arising out of or in connection with this Agreement shall be resolved by arbitration in accordance with the rules of [Arbitration Institution], and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.7. Miscellaneous7.1. This Agreement may be amended only in writing signed by both parties.7.2. The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver of such rights or remedies.7.3. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written.IN WITNESS WHEREOF, the parties have executed this Equity Delegation Agreement as of the date first above written.[Party A Name]By: _______________________Name: _______________________Date: _______________________[Party B Name]By: _______________________Name: _______________________Title: _______________________Date: _______________________。
(完整)委托持股协议中英文对照模板
(完整)委托持股协议中英文对照模板二、委托期限II. Entrustment d三、违约责任___ Contract四、争议解决IV. Dispute n___ by the laws of the People's Republic of China. In case of any dispute arising from this agreement, the ___ fails, either partymay bring a lawsuit to the people's court of the place where this agreement is signed.(2) If any disputes or lawsuits arising from the Entrusted Party's own debts may result in the freezing, seizure, n, sale, or other losses of the Designated Equity, the Entrusted Party must inform the Entrusting ___ that it will not be frozen, seized, ned, sold, or suffer any loss.2、委托方应当按照《公司法》及公司章程的规定,参加公司股东大会并行使投票权。
如委托方未能参加股东大会,或未能行使投票权,因此而导致的任何后果由委托方自行承担。
3、委托方有权就公司经营、管理等事项提出建议,并要求公司董事会、监事会及管理层对其提出的问题进行说明。
4、委托方有权要求公司提供与指定股权相关的财务、经营等信息,并有权对该信息进行审查。
5、如因公司经营、管理等事项,导致指定股权价值发生变动,委托方应当及时了解相关情况,并有权要求公司采取措施保护其合法权益。
代持股权协议
代持股权协议1. 引言代持股权协议(Shareholding Proxy Agreement)是指股东委托他人代为行使其股权的一种法律协议。
在一些情况下,股东可能无法亲自行使股权,或者希望由专业的机构或个人代为管理和行使股权。
代持股权协议为股东和代持人之间的关系提供了法律框架,确保代持人按照股东的意愿行事,并保护股东的权益。
2. 代持股权协议的目的和范围代持股权协议旨在确保股东的股权得以有效行使,同时保护股东的利益。
协议的范围包括以下几个方面:2.1 股权代持人的权利和义务协议明确了股权代持人的权利和义务,包括但不限于以下内容:•行使股东的股权并代表其参与公司事务;•接收股东的股息、利润分配等权益;•代表股东行使股东表决权;•补充和提供相关信息给股东,确保股东了解公司的经营状况;•代表股东参与公司重大决策等。
2.2 股东的权利和义务协议还明确了股东在代持股权协议中的权利和义务,包括但不限于以下内容:•委任具备专业知识和经验的代持人;•向代持人提供有效的授权,明确代持人可以行使的股东权益;•监督代持人行使的股权,确保代持人按照股东的意愿行事;•向代持人提供必要的信息,使其能够更好地代理股东行使股权。
2.3 协议的有效期和终止条件协议规定了协议的有效期和终止条件,包括但不限于以下情况:•达到约定期限;•达到约定条件;•双方协商一致决定终止。
3. 代持股权协议的关键条款代持股权协议包含一些关键条款,这些条款对确保协议的有效性和执行起到重要的作用。
以下是一些常见的关键条款:3.1 代持人的权益协议需要明确代持人在行使股权期间享有的权益,包括但不限于股东权益、利润分配权等。
协议还需要明确代持人是否有权以自己的名义和股东直接交涉,以及代持人在行使股权时应遵守的法律和法规。
3.2 代持人的责任和义务协议需要明确代持人在行使股权期间应承担的责任和义务,包括但不限于:•忠实和诚信地履行代持职责;•尽力保护股东的利益;•尊重股东的意愿;•将有关公司的信息提供给股东。
变更股权代持协议书
变更股权代持协议书(中英文版)英文文档内容:Change Shareholder Nominee AgreementThis Shareholder Nominee Agreement (the "Agreement") is made and entered into as of [Date], by and between [Shareholder"s Name], a [Shareholder"s Resident Country] resident ("Shareholder"), and [Company Name], a company incorporated under the laws of [Company"s Resident Country] ("Company").BACKGROUND:WHEREAS, the Shareholder currently holds [Number] shares (the "Shares") of the Company"s common stock, par value [Par Value], representing [Percentage] of the issued and outstanding shares of the Company"s common stock;WHEREAS, the Shareholder desires to change the nominee on the Shares from [Current Nominee] to [New Nominee];OW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:1.Change of Nominee.The Shareholder hereby appoints [New Nominee] as the nominee for the Shares, effective as of the date hereof.The Shareholder hereby revokes any prior appointment of a nominee with respect to the Shares and confirms that [New Nominee] isthe sole nominee for the Shares.2.Representations and Warranties.The Shareholder represents and warrants to the Company that:(a) The Shareholder has the legal capacity to enter into this Agreement and to perform his or her obligations hereunder;(b) The Shareholder is the record owner of the Shares and has good and marketable title thereto, free and clear of any liens, encumbrances, or claims;(c) The appointment of [New Nominee] as the nominee for the Shares does not violate any agreement, instrument, or decree to which the Shareholder is a party or is subject;(d) The Shareholder is not a party to any voting agreement, voting trust, or other arrangement with respect to the Shares that is inconsistent with this Agreement; and(e) The execution and delivery of this Agreement and the performance of the Shareholder"s obligations hereunder do not conflict with, result in a breach of, or constitute a default under any law, rule, regulation, order, judgment, or decree to which the Shareholder is subject, or any agreement, instrument, or obligation to which the Shareholder isa party.erning Law.This Agreement shall be governed by and construed in accordance with the laws of the State of [Governing Jurisdiction],without regard to its conflict of laws principles.4.Entire Agreement.This Agreement (including the exhibits hereto) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the parties.5.Amendments and Modifications.This Agreement may be amended or modified only by a written instrument executed by all parties hereto.6.Notices.All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be given by email, facsimile, or overnight courier, and shall be deemed to have been duly given on the date of service if served personally on the party to whom notice is to be given, or on the third day after mailing if mailed to the party to whom notice is to be given, by first class mail, registered or certified, postage prepaid, and properly addressed as follows: To Shareholder:[Shareholder"s Address][Shareholder"s Contact Information]To Company:[Company"s Address][Company"s Contact Information]IN WITNESS WHEREOF, the parties have executed this ShareholderNominee Agreement as of the date first above written.[Shareholder"s Name][Company Name]中文文档内容:股权代持协议书变更本股权代持协议书(以下简称“本协议”)由以下双方于[日期] 签署:一方为[股东姓名],居住于[股东居住国家] (以下简称“股东”);另一方为[公司名称],一家根据[公司居住国家] 法律成立的公司(以下简称“公司”)。
全篇的代持股份协议书英文版
全篇的代持股份协议书英文版Document Title: Shareholding AgreementThis document serves as a legally binding agreement between the parties involved in holding shares on behalf of others. The agreement outlines the responsibilities, rights, and obligations of the shareholders in managing the shares on behalf of the beneficial owners.1. Parties Involved:- The parties involved in this agreement are the shareholders who will hold the shares on behalf of the beneficial owners. The shareholders are responsible for managing the shares in accordance with the instructions and wishes of the beneficial owners.2. Shareholding Responsibilities:- The shareholders agree to hold the shares in trust for the beneficial owners and to act in their best interests at all times. They are responsible for voting on behalf of the beneficial owners and managing any dividends or income generated from the shares.3. Rights and Obligations:- The shareholders have the right to receive any dividends or income generated from the shares, but they must distribute these funds to the beneficial owners in accordance with the terms of the agreement. The shareholders also have the obligation to keep accurate records of the shares and provide regular updates to the beneficial owners.4. Transfer of Shares:- The shareholders are not allowed to transfer or sell the shares to any third party without the express consent of the beneficial owners. Any transfer or sale of shares must be done in accordance with the instructions of the beneficial owners.5. Termination of Agreement:- This agreement can be terminated by mutual consent of all parties involved or in the event of a breach of the terms outlined in the agreement. Upon termination, the shares will be transferred back to the beneficial owners in accordance with their instructions.6. Governing Law:- This agreement shall be governed by the laws of the jurisdiction in which the shares are held. Any disputes arising from this agreement shall be resolved through arbitration in accordance with the laws of the jurisdiction.By signing this agreement, the parties involved acknowledge and agree to abide by the terms and conditions outlined herein.Signed on this ___ day of ____, 20__.[Signature of Shareholder][Printed Name of Shareholder][Signature of Beneficial Owner][Printed Name of Beneficial Owner]。
股权代持协议书英文
股权代持协议书英文甲方(委托方):[甲方全称]乙方(代持方):[乙方全称]鉴于甲方有意通过乙方代为持有目标公司的股权,乙方愿意接受甲方的委托,代为持有该等股权。
为明确双方的权利和义务,经协商一致,特订立本协议如下:1. 股权代持内容1.1 甲方委托乙方代为持有目标公司[具体股权比例]的股权。
1.2 甲方作为实际出资人,享有该股权对应的所有权益,包括但不限于股息、红利、资产增值等。
1.3 乙方作为名义股东,仅在法律上代表甲方持有该等股权,不享有该股权的任何实际权益。
2. 股权代持期限2.1 本协议的股权代持期限自[起始日期]起至[终止日期]止。
2.2 在代持期限内,甲方有权随时要求乙方将代持的股权转回至甲方名下。
3. 甲方的权利和义务3.1 甲方有权随时了解代持股权的经营状况和财务状况。
3.2 甲方应按时向乙方支付代持费用,具体金额和支付方式由双方另行商定。
4. 乙方的权利和义务4.1 乙方应按照甲方的指示行使股东权利,包括但不限于出席股东会、投票表决等。
4.2 乙方不得擅自转让、质押或以其他方式处分代持的股权。
5. 保密条款5.1 双方应对本协议的内容及因履行本协议而知悉的对方的商业秘密和个人隐私予以保密。
5.2 保密义务不因本协议的终止而解除。
6. 违约责任6.1 如任何一方违反本协议的约定,应赔偿对方因此遭受的一切损失。
7. 争议解决7.1 本协议在履行过程中发生的任何争议,双方应首先通过友好协商解决。
7.2 如协商不成,任何一方均可向甲方所在地的人民法院提起诉讼。
8. 其他8.1 本协议的修改和补充应由双方协商一致,并以书面形式确认。
8.2 本协议自双方签字盖章之日起生效。
甲方代表(签字):_________ 日期:____年__月__日乙方代表(签字):_________ 日期:____年__月__日(注:以上内容为示例文本,具体条款应根据实际情况制定。
)。
股权投资协议书模板英文
股权投资协议书模板英文This Equity Investment Agreement (the "Agreement") is madeand entered into as of [Insert Date] (the "Effective Date"),by and between [Insert Investor Name], a [Insert Jurisdiction] corporation with its principal place of business at [Insert Investor Address] (the "Investor"), and [Insert Company Name], a [Insert Jurisdiction] corporation with its principal placeof business at [Insert Company Address] (the "Company").WHEREAS, the Company is engaged in the business of [Insert Brief Description of Business] and desires to raiseadditional capital for the expansion of its business operations;WHEREAS, the Investor is a sophisticated investor with experience in investing in private companies and is willingto invest in the Company in exchange for equity in the Company;NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto agree as follows:1. Investment. Subject to the terms and conditions of this Agreement, the Investor agrees to purchase, and the Company agrees to issue and sell to the Investor, [Insert Number of Shares] shares of the Company's [Insert Class of Shares] (the"Shares") at a purchase price of [Insert Purchase Price per Share] per share, for an aggregate purchase price of [Insert Total Purchase Price] (the "Investment Amount").2. Closing. The closing of the purchase and sale of the Shares (the "Closing") shall occur on or before [Insert Closing Date], or such other date as mutually agreed upon by the parties, at the offices of [Insert Law Firm or Company] or at such other location as may be mutually agreed upon by the parties. At the Closing, the Investor shall deliver to the Company the Investment Amount by wire transfer of immediately available funds to an account designated by the Company, and the Company shall deliver to the Investor the Shares, duly registered in the name of the Investor.3. Representations and Warranties of the Company. The Company represents and warrants to the Investor as follows:a. Organization and Good Standing. The Company is a corporation duly organized, validly existing and in good standing under the laws of [Insert Jurisdiction].b. Authorization. The Company has the corporate power and authority to enter into this Agreement and to carry out the transactions contemplated by this Agreement.c. No Conflict. The execution and delivery of this Agreement by the Company and the consummation of the transactions contemplated hereby do not and will not (i) result in a violation of any provision of the Company's organizational documents, (ii) conflict with, or constitute adefault under, any material contract, lease, mortgage, deed of trust, note agreement, loan agreement, guarantee or other material agreement or instrument to which the Company is a party or by which it is bound, or (iii) result in the creation or imposition of any lien, charge or encumbrance upon any of the Company's properties pursuant to the terms of any such contract, lease, mortgage, deed of trust, note agreement, loan agreement, guarantee or other material agreement or instrument, except for any such conflicts, defaults, liens, charges or encumbrances that would not have a material adverse effect on the Company's ability to perform its obligations under this Agreement.4. Representations and Warranties of the Investor. The Investor represents and warrants to the Company as follows:a. Accredited Investor. The Investor is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended.b. No Public Market. The Investor acknowledges that the Shares have not been registered under the Securities Act of 1933, as amended, and that the Shares may not be transferred unless subsequently registered under such Act or an exemption from such registration is available.5. Covenant Not to Sue. The Investor covenants and agreesthat it will not, at any time, contest the validity of this Agreement or the transactions contemplated hereby, or the authority of the Company to enter into this Agreement or to consummate the transactions contemplated hereby.6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [Insert Jurisdiction].7. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the Effective Date.。
代持股协议书(中英文版本)
代持股协议书委托人(甲方):身份证号码:住址:受托人(乙方):身份证号码:住址:甲、乙双方本着平等互利的原则,经平等协商,就甲方委托乙方代为持股相关事宜达成协议如下,以兹共同遵照执行:一、代持股基本情况1、甲方在中占公司总股本的股份,对应出资人民币万元,该股份由乙方代为持股;2、乙方在此声明并确认,代持股份的投资款系完全由甲方提供,只是由乙方以其自己的名义代为投入,故代持股份的实际所有人应为甲方;乙方系根据本协议代甲方持有代持股份;3、乙方在此进一步声明并确认,由代持股份产生的或与代持股份有关之收益归甲方所有,在乙方将上述收益交付给甲方之前,乙方系代甲方持有该收益。
二、甲方的权利与义务1、甲方作为代持股份的实际拥有者,以代持股份为限,根据章程规定享受股东权利,承担股东义务。
包括但不限于股东权益、重大决策、表决权、查账权等公司章程和法律赋予的全部权利;2、在代持期间,获得因代持股份而产生的收益,包括但不限于利润、现金分红等,由甲方按出资比例享有;3、如发生增资扩股之情形,甲方有权自主决定是否增资扩股;4、甲方作为代持股份的实际拥有者,有权依据本协议对乙方不适当的履行受托行为进行监督和纠正,并要求乙方承担因此而造成的损失。
三、乙方的权利与义务1、在代持股期限内,甲方有权在条件具备时,将相关股东权益转移到甲方或甲方指定的任何第三人名下,届时涉及到的相关法律文件,乙方须无条件同意并对此提供必要的协助及便利2、在代持股期间,乙方作为代持股份形式上的拥有者,以乙方的名义在工商股东登记中具名登记。
3、在代持股期间,乙方代甲方收取代持股份产生的收益,应当在收到该收益后5个工作日内,将其转交给甲方或打入甲方指定的账户;4、在代持股期间,乙方应保证所代持股份权属的完整性和安全性,非经甲方书面同意,乙方不得处置代持股份,包括但不限于转让,赠与、放弃或在该等股权上设定质押等;5、若因乙方的原因,如债务纠纷等,造成代持股权被查封,乙方应提供其他任何财产向法院、仲裁机构或其他机构申请解封;6、乙方应当依照诚实信用的原则适当履行受托义务,并接受甲方的监督。
股权投资合作协议书英文版
股权投资合作协议书英文版Equity Investment and Cooperation AgreementThis Equity Investment and Cooperation Agreement (“Agreement”) is made and entered into as of the date of signature by and between [Investor], a [Investor’s Country of Incorporation] corporation, with its principal place of business located at [Investor’s Address] (“Investor”) and [Company], a [Company’s Country of Incorporation] corporation, with its principal place of business located at [Company’s Address] (“Company”). Investor and Company are r eferred to herein individually as a “Party” and collectively as the “Parties”.WHEREAS, the Parties desire to enter into this Agreement to establish a cooperative relationship for the purpose of promoting the growth and success of Company through equity financing;WHEREAS, Investor desires to invest an amount of money in exchange for an ownership interest in Company;WHEREAS, Company desires to accept the investment from Investor and enter into a cooperative relationship with Investor;NOW THEREFORE, in consideration of the mutual covenants and conditions stated herein, the Parties hereby agree as follows:1. Basic InformationInvestor:Legal Name:Address:Country of Incorporation:Representative:Contact Information:Company:Legal Name:Address:Country of Incorporation:Representative:Contact Information:2. Investor’s Investment in Company2.1 Investor hereby agrees to make a one-time investment in the capital of Company in the amount of [Insert Investment Amount] ([Insert Investment Amount in Words]) (the “Investment”), on the terms and conditions set forth herein.2.2 The Investment will be made in consideration of the issuance of [Insert Number of Shares] ([Insert Number of Shares in Words]) shares of the Company’s preferred stock (the “Shares”), representing an ownership interest in the capital of Company.2.3 Upon the execution of this Agreement, Investor will promptly pay the Investment amount to Company.3. Representations and Warranties3.1 Investor represents and warrants to Company that:(a) Investor is a duly organized and validly existing corporation under the laws of its country of incorporation;(b) Investor has all requisite corporate power and authority to enter into, execute, deliver and perform this Agreement, and to consummate the transactions contemplated herein;(c) The execution, delivery and performance of this Agreement by Investor has been duly authorized by all necessary corporate action, and will not conflict with, or result in a violation of, any law, regulation, order, judgment or decree applicable to Investor;(d) Investor has obtained all necessary governmental and other approvals required under applicable law to execute and perform this Agreement;(e) Investor has conducted its own due diligence with respect to the business, financial condition and operations of the Company, and is fully informed with respect to the risks associated with its investment in the Shares; and(f) Investor is acquiring the Shares for its own account, for investment purposes only, and not with a view to the distributionthereof, and Investor has no present intention of selling, disposing of, or otherwise transferring the Shares except in compliance with all applicable securities laws.3.2 Company represents and warrants to Investor that:(a) Company is a duly organized and validly existing corporation under the laws of its country of incorporation;(b) Company has all requisite corporate power and authority to enter into, execute, deliver and perform this Agreement, and to consummate the transactions contemplated herein;(c) The execution, delivery and performance of this Agreement by Company has been duly authorized by all necessary corporate action, and will not conflict with, or result in a violation of, any law, regulation, order, judgment or decree applicable to Company;(d) Company has obtained all necessary governmental and other approvals required under applicable law to execute and perform this Agreement;(e) Company has provided full and accurate disclosure to Investor with respect to the business, financial condition and operations of Company;(f) Company has complied with all applicable laws, rules and regulations, and holds all necessary permits, licenses and approvals required for the operation of its business; and(g) Company has the legal right to issue the Shares, and upon issuance, the Shares will be duly authorized, validly issued, fully paid and non-assessable.4. Rights and Obligations of Investor4.1 Investor shall have the right to receive dividends, if and when declared, on a pro rata basis with all other holders of the same class of Shares.4.2 Investor shall have the right to convert the Shares into common shares of Company upon the terms and at the conversion price set forth in Company’s articles of incorporation.4.3 Investor shall have the right to vote on all matters submitted to a vote of the holders of the same class of Shares, including without limitation, the election of directors, the approval of major corporate actions, and any amendments to the articles of incorporation or bylaws of Company.4.4 Investor shall have no obligation to provide any additional funds to Company other than the Investment.4.5 Investor shall not transfer, assign, sell, dispose of or otherwise encumber the Shares, except in compliance with all applicable securities laws.4.6 Investor shall have the right to receive information from Company on a regular basis, including financial statements, annual reports, and other reports regarding the business, financial condition and operations of Company.5. Rights and Obligations of Company5.1 Company shall use the Investment for the purposes of its business, including without limitation, research and development, marketing and advertising, product development, and other expenses related to the operation of the business.5.2 Company shall provide Investor with access to all necessary information and documentation related to the business, financial condition and operations of Company.5.3 Company shall provide Investor with notice of all shareholders’ meetings and reports issued to shareholders.5.4 Company shall pay dividends, if and when declared, on a pro rata basis with all other holders of the same class of Shares.6. Governing Law and Dispute Resolution6.1 This Agreement shall be governed by and construed in accordance with the laws of the People’s Republic of China.6.2 Any dispute arising out of or in connection with this Agreement shall be settled through friendly negotiation between the Parties.6.3 If the Parties are unable to resolve the dispute through negotiation within thirty (30) days of the commencement of negotiations, either Party may submit the dispute to arbitration in accordance with the rules of the China International Economic and Trade Arbitration Commission.7. Force Majeure7.1 If either Party is prevented from performing any of its obligations under this Agreement by reason of earthquake, flood, fire, storm, war, terrorism, or other similar cause beyond the control of such Party, the affected Party shall be excused from performance for the duration of the event.7.2 Notwithstanding the foregoing, each Party shall use reasonable efforts to mitigate damages and resume performance of its obligations as soon as reasonably practicable.8. Miscellaneous8.1 This Agreement constitutes the entire understanding of the Parties and supersedes all prior negotiations, discussions and agreements between them with respect to the subject matter hereof.8.2 This Agreement may not be amended, modified or supplemented except in writing signed by both Parties.8.3 This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.8.4 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.[Investor]By: [Investor Representative]Title:[Company]By: [Company Representative]Title:。
英文版2024年股权转让协议细则一
20XX 专业合同封面COUNTRACT COVER甲方:XXX乙方:XXX英文版2024年股权转让协议细则一本合同目录一览1. 股权转让1.1 转让的股权1.2 转让价格1.3 转让的支付方式2. 股权转让的生效条件2.1 双方签署2.2 获得相关监管机构的批准2.3 满足法律和章程的要求3. 股权转让的交割3.1 交割时间3.2 交割地点3.3 交割过程中的责任4. 股权转让后的权益4.1 股东权益的享有4.2 股东义务的承担5. 股权转让双方的义务5.1 转让方的义务5.2 受让方的义务6. 股权转让的终止和解除6.1 合同终止的条件6.2 解除合同的程序7. 争议解决7.1 争议解决的方式7.2 争议解决的地点7.3 适用法律8. 合同的修改和补充8.1 修改和补充的方式8.2 修改和补充的生效条件9. 合同的生效、终止和解除9.1 合同的生效条件9.2 合同的终止条件9.3 合同解除的程序10. 保密条款10.1 保密信息的定义10.2 保密义务的期限10.3 保密义务的例外11. 非竞争条款11.1 非竞争义务11.2 非竞争义务的期限11.3 非竞争义务的例外12. 合同的适用法律12.1 合同的签订、履行、解释及争议解决均适用中华人民共和国法律13. 合同的签署地点和日期13.1 合同签署地点:中华人民共和国____________市13.2 合同签署日期:2024年________月________日14. 其他条款14.1 双方确认本合同一经签署即构成双方之间关于股权转让的完整协议,取代了所有以前的口头或书面协议和谈判。
14.2 本合同一式两份,双方各执一份,具有同等法律效力。
第一部分:合同如下:第一条股权转让1.1 转让的股权1.1.1 转让方同意将其持有的目标公司____%的股权转让给受让方。
1.1.2 上述股权的转让,符合目标公司章程及相关法律法规的规定。
1.2 转让价格1.2.1 股权转让价格为人民币【】(大写:【】元整),受让方应按照本合同约定的方式支付。
全面版股权代持协议英文版
全面版股权代持协议英文版Comprehensive Equity Holding AgreementThis document outlines the terms and conditions of the comprehensive equity holding agreement between the parties involved. It covers various aspects of equity ownership, including voting rights, dividends, transfer restrictions, and more. The agreement aims to ensure clarity and transparency in the relationship between the parties and protect the interests of all stakeholders.The agreement includes provisions related to the transfer of shares, rights and obligations of the parties, dispute resolution mechanisms, and confidentiality clauses. It also outlines the procedures for the exercise of voting rights, distribution of dividends, and resolution of conflicts that may arise during the course of the agreement.The comprehensive equity holding agreement is a legally binding document that governs the relationship between the parties and providesa framework for the management of equity ownership. It is essential for all parties to fully understand and comply with the terms of the agreement to avoid any potential conflicts or disputes in the future.Overall, the comprehensive equity holding agreement is designed to protect the interests of all parties involved and ensure a smooth and efficient management of equity ownership. It is a vital document that provides clarity and guidance on the rights and responsibilities of each party, helping to establish a strong and stable relationship between the stakeholders.。
2024年股权转让协议英文版2篇
20XX 专业合同封面COUNTRACT COVER甲方:XXX乙方:XXX2024年股权转让协议英文版1本合同目录一览1. 定义与解释1.1 术语定义1.2 通用条款2. 股权转让2.1 股权转让标的2.2 股权转让比例2.3 股权转让价格3. 交割与过户3.1 交割条件3.2 过户手续3.3 交割期限4. 费用与支付4.1 转让费用4.2 交割费用4.3 付款方式5. 知识产权5.1 知识产权归属5.2 知识产权使用6. 保密条款6.1 保密义务6.2 保密信息的定义6.3 违反保密义务的处理7. 竞业禁止7.1 竞业禁止条款7.2 竞业禁止期限7.3 竞业禁止范围8. 违约责任8.1 违约行为定义8.2 违约责任承担8.3 违约金9. 争议解决9.1 争议解决方式9.2 争议解决地点9.3 争议解决程序10. 通知与送达10.1 通知方式10.2 送达地址10.3 送达方式11. 合同生效与解除11.1 合同生效条件11.2 合同解除条件11.3 合同解除程序12. 合同修改与补充12.1 修改程序12.2 补充条款13. 合同附件14. 其他约定第一部分:合同如下:1. 定义与解释1.1 术语定义1.1.1 “本合同”指双方就股权转让事宜所签订的协议。
1.1.2 “转让方”指将部分或全部股权转让给受让方的公司或个人。
1.1.3 “受让方”指接受转让方股权转让的公司或个人。
1.1.4 “股权转让”指转让方将股权权益转让给受让方的行为。
1.1.5 “股权”指公司股东依法享有的权益,包括表决权、分红权、优先认购权等。
1.2 通用条款1.2.1 本合同所述的日期、地点、货币等均以双方协商一致为准。
1.2.2 本合同未尽事宜,双方可另行协商解决。
2. 股权转让2.1 股权转让标的2.1.2 转让股权的具体比例由双方另行协商确定。
2.2 股权转让比例2.2.1 转让股权的比例为______%。
2.2.2 转让股权的具体比例应在合同附件中明确。
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股权代持协议英文版Stock Holding AgreementActual contributor (Party A):Nationality:ID number.Nominal shareholders (Party B member 1):Nationality:ID number:Nominal shareholders (Party B member 2):Nationality:ID number:Nominal shareholders (Party B member 3):Nationality:ID number:Commercial enterprises , registration number(Hereinafter referred to as Target Corp) is legally established and maintained according to Chinese law. The registered capital of the company is CNY 0,000,000. Now party A actually accounts for 00% of the registered capital of the company; Party B member 1 actually accounts for 00% of the registered capital of the company; Party B member 2 actually accounts for 00% of the registered capital of the company; Party B member 3 actually accounts for 00% of the registered capital of the company.Based on the above facts, both parties in line with the principle of equality and voluntariness, through friendly negotiation, under the framework of the provisions of the relevant laws of People's Republic of China, Party A entrusts Party B to hold 00% of the shares of the Target Corp (hereinafter referred to as "Shareholding Entrustment", Party B member 1 of 00%, Party B member 2 of 00%, Party B member 3 of 00%), plus Party B actually have 00% shares (of which Party B member 1 of 00%, Party B member 2 of 00%, Party B member 3 of 00%), to achieve Party B nominal total holding 00% of the shares (Party B member 1 of 00%, Party B member 2 of 00%, Party B member 3 of 00%) ,related matters reached the following agreement:I. The definition of Shareholding Entrustment1.1 In order to clear the ownership of the holding shares, Party A and Party B confirm that the shares are actually owned and invested by Party A, and Party B shall hold it in the name of Party B on behalf of Party A.1.2 Party B, in its own name, acts as an agent for Party A to hold shares, and exercises the rights of shareholders on the basis of Party A's wishes, and Party A actually enjoys equity income.1.3 According to this agreement, Party A entrusts Party B in Party B’s name to exercise shareholders' rights include: named in the list of shareholders; participate in the meeting of shareholders and exercise the voting rights in accordance with Party A’s will; exercise shareholder's rights of company law and the articles of association of the company; take or pay related profit and investment; legal documents signed by the name of the shareholder.1.4 The shareholding entrustment can be understood as a similar legal concept such as anonymous shareholders and anonymous agents, but all of them need to comply with the relevant provisions of the Supreme People's Court's interpretation of ‘the company law (III)’.II. Entrustment shares2.1 Entrustment shares: Party A owns some share of Target Corp -- 00% of the share interest, and the amount of investment is CNY 0,000,000, treated as entrustment shares through this agreement.2.2 Entrustment shares will be registered by the name of Party B through the process of business registration and shall be held by Party B in the name of Party B externally.2.3 Party A is the actual holder of shares, Party B as a nominal shareholder, only for the purpose of holding, need not to pay the related equity transfer payment in the business registration process.2.4 Party B under this Agreement, shall be holding shares in accordance with the wishes of Party A, transfer, pledge, increase and reduction of capital under the name of its holding shares are prohbited to Party B without instructions of Party A.III. Right of Share Income3.1 Party A has the right to the entrustment shares, such as the share income and supervision right under the holding of the shares.3.2 Party B shall exercise the right to vote for profit distribution in the name of the shareholders in accordance with the true meaning or instruction of Party A in the shareholders meeting.IV. Other shareholders' rights4.1 In addition to the aforesaid share income, Party B, as a nominal shareholder, shall perform the legal rights of the shareholders in accordance with Party A's wishes.4.2 Party B, as a nominal shareholder, needs to exercise the legitimate rights of shareholders under the company law according to Party A's wishes, including participating in shareholders' meetings, exercising voting rights, dispatching board members, signing resolutions of shareholders' meetings, exercising shareholders' right to learn the truth and participating in shareholder lawsuits.V. The statement and commitment of Party A5.1 Party A promises that it will have lawful and complete rights to the holding shares, including no pledge, guarantee and other rights defects.If there are any defects of rights such as pledge and guarantee, the legal liability, economic compensation and economic loss caused by the shares actually owned by Party A shall be borne by Party A itself.5.2 Party A has the right to actually enjoy the share income from the share holding profits, or to have the final decision on the specific disposal of the share income.5.3 Party A has the right to dispose of the shares in accordance with its own wishes, including transfer, pledge and so on. Party B shall, in accordance with Party A's wishes, cooperate with Party A to complete the corresponding disposal of the holding shares.5.4 Party A promises to bear the economic loss and legal responsibility of Party B's actions to exercise shareholders' rights in accordance with Party A's wishes.5.5 All taxes generated during the dealing with Party A's authorization handling of affairs, shall be taken by Party A; the costs caused by holding shares on behalf of Party A (including but not limited to: cost of handling the transfer of shares in the registration offices, tax arising from stock dividends etc.) will be borne by the Party A.5.6 Party A promises that when Party B holds such shares and exercises related rights, Party A shall bear all the investment risks and business risks of Party B based on this Agreement.VI. Party B's Statement and Commitment6.1 Party B undertakes that it will legally execute the act on behalf of the Party A in accordance with the relevant provisions of this Agreement and Party A's wishes or instructions, so as to protect and realize the legitimate rights and interests of Party Ato the holding shares.6.2 Party B has the right to exercise shareholders' rights externally within the company law and the framework of the company's articles of association, in accordance with the wishes of Party A.6.3 Without the prior written consent of Party A, Party B shall not delegate or transfer the whole or part of the shares under this agreement.6.4 Prior to exercise the rights of shareholders, Party B should maintain full communication with Party A and understand the real intention of Party A's actual investor.6.5 Party B shall exercise the rights of shareholders or perform shareholder obligations according to Party A's wishes and instructions, whose economic profit and loss and legal liability shall be borne by Party A.VII. ConfidentialityThe parties and witnesses of the agreement shall keep the whole contents of this agreement, including the holding of shares, to be confidential.VIII. Jurisdiction and Dispute Settlement8.1 The agreement and the relevant legal relations are explained by the relevant laws of the People's Republic of China and are governed by them.8.2 Any dispute arising from the entrustment of this Agreement shall be settled by friendly negotiation. If it fails to negotiate, it shall be brought to a lawsuit by the People's Court of aaaa.IX. Other9.1 The agreement is composed of four copies, and each member of the Party A and B shall hold one copy and have the same legal effect. Any change and supplement to this agreement shall come into force by the written consent of both parties. Matters not covered in the agreement shall be appointed by the two parties through the supplementary agreement.9.2 This agreement is a supplementary agreement of Contract signed by Party A and Party B, and the two parties will further change this agreement after the stipulated conditions are reached in the business agreement, so as to achieve the purpose of increasing the shares actually owned by Party B.9.3 This Agreement shall come into force after the signing of the two parties. The Target Corp will approve the content of this agreement with the resolution of the shareholders' meeting of the company.Party A (signature):Party B (signature) - member 1:Party B (signature) - member 2:Date:。