1. How to write a simple share purchase agreement?
Investor: _ _ _ _ _
Investor: _ _ _ _ _
In accordance with the Company Law of People's Republic of China (PRC) and other relevant laws and regulations, and on the principle of equality and mutual benefit, the investors reached an agreement on _ _ _ _ _ _ _ Co., Ltd. through friendly negotiation, and signed this agreement:
I. The investor of this contract is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Second, the company information:
1. Company address: _ _ _ _ _ _.
2. The legal representative of this company is _ _ _ _ _ _.
3. The Company is a limited company established in accordance with the Company Law and other relevant laws and regulations. Each investor shall be liable for the creditor's rights and debts of the company to the extent of the capital contribution subscribed by each investor. Each party shall share profits, risks and losses in proportion to its capital contribution.
4. The investor _ _ _ _ shares the rights and interests and profits from the date of investment, and the creditor's rights and debts of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ (subject to the accounting statement on the date of investment).
Three. The mode and amount of investment of investors
Investor: the capital contribution of _ _ _ is (RMB) _ _ ten thousand yuan, accounting for _ _% of the total investment.
Four. Liability for breach of contract:
1. The investor, namely _ _ _ _ _ _ Co., Ltd., shall not use _ _ _ _ _ _ _ _ funds.
Otherwise, it can be regarded as a breach of contract. In addition to returning the investor's investment funds, it is also necessary to pay a penalty of RMB yuan.
Verb (abbreviation of verb) dispute resolution;
Disputes arising from the performance of this contract shall be settled by both parties through consultation. If negotiation fails, both parties may bring a lawsuit to the local people's court according to law.
Intransitive verb investment under this contract
Each party holds one copy, totaling two copies. It will take effect as of the date of signature by all investors.
Signature (seal) of investor: _ _ _ _ _ _
Signature (Seal) of Receiving Investor: _ _ _ _ _ _
Signature (seal) of the company as a legal person: _ _ _ _ _ _
Time of signing the contract: _ _ _ _ _ _ _ _ (month) (month) (month) (month) (month) (month) (month) (month) (month)
2. How to write the second part of the simplified shareholding agreement?
Party A: _ _ _ _ _
Address: _ _ _ _
Contact information: _ _ _ _ _
Party B: _ _ _ _ _
Address: _ _ _ _
Contact information: _ _ _ _ _
After full consultation, Party A and Party B have reached the following agreement on _ _ _ _ _ _:
I. Name of the company:
Business place: _ _ _ _ _
II. Scope of business:
Three. Names of Party A and Party B
Party a 1:
2. Party B:
Four. Operation cycle:
Starting from _ _ _ _ _.
Verb (abbreviation of verb) mode and amount of capital contribution
1. Party A contributes RMB _ _ _ _ _ _ _;
2. Party B contributes RMB _ _ _ _ _ _.
(Party B shall give Party A (RMB _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ )
3. The total capital contribution of Party A and Party B is RMB. During the operation of the company, the capital contributions made by both parties shall be common property and shall not be divided at will.
Intransitive verbs profit distribution and loss sharing
Under normal circumstances, the Company adopts the following methods for financial settlement: _ _ _ _ _ Party B shall share the profits or losses according to _ _ _ _ _ _; (The loss caused unilaterally without consultation shall be borne by the individual according to the actual loss).
7. Withdraw shares
In any of the following circumstances, shareholders may withdraw their shares:
1. Party B is unwilling to continue the operation upon the expiration of the operation period;
2. Only when there are justified reasons can the shares be withdrawn;
3. After the expiration of the operation period, both parties agree to withdraw their shares;
4. When the operation of shares is difficult to continue, both parties can withdraw their shares;
5. Party B shall notify Party A _ _ months in advance of the withdrawal of shares, and Party A and Party B may withdraw shares after reaching an agreement through consultation;
6. The losses caused to Party A by withdrawing shares without Party A's consent shall be borne by Party B. ..
Eight. Dissolution and liquidation
The company shall be dissolved under any of the following circumstances:
1. When the term of operation expires, both parties are unwilling to continue the operation;
2. Party A and Party B decide to dissolve;
3. There is no quorum for this operation;
4. After the dissolution of both parties, the enterprise shall be liquidated according to law;
5. After the operation is terminated, the capital contributions of Party A and Party B are still owned by individuals and will be returned at that time.
Nine. Matters after termination of operation:
1, immediately recommend liquidators and invite intermediaries (or notaries) to participate in liquidation;
2. If there is surplus after liquidation, it shall be carried out in the order of collecting creditor's rights, paying off debts, returning capital contribution and distributing surplus property in proportion. Fixed assets and inseparable items can be sold at a fixed price, and the price will participate in the distribution;
3. If there is any loss after liquidation, no matter how much both parties contribute, they shall first repay it with the common property of both parties, and the part of the property of both parties that is insufficient to pay off shall be borne by both parties in proportion to their contribution.
X. If there are any matters not covered in this contract, both parties shall discuss, supplement or modify them. The supplementary and revised contents have the same effect as this contract.
XI。 This agreement is made in duplicate, which shall come into effect after being signed by both parties, and each party holds one copy, with the same legal effect.
Party A: _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
Party B: _ _ _ _ _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _
3. How to write the third article in the simple version of the shareholding agreement?
Party A: _ _ _ _ _
Contact information: _ _ _ _ _
Address: _ _ _ _
Party B: _ _ _ _ _
Contact information: _ _ _ _ _
Address: _ _ _ _
On the basis of equality, voluntariness, mutual benefit and consensus, Party A and Party B reach a cost agreement on Party B's investment in Party A with the products and technologies it holds, so as to abide by it:
1. Party B shares its legally held product technology (including but not limited to product technology), its own technology and other intellectual achievements and technical solutions developed on this basis in the future with Party A as intangible assets.
Second, the current situation of Party A..
Party A's company was established on.
3. Both parties agree to build the production line with the technology held by Party B, and Party B will get% of the shares of Party A after the technology investment.
Four. Party B shall handle the right transfer formalities in time, provide relevant technical materials, give technical guidance and impart technical know-how, so that the technology can be transferred to Party A smoothly, and be digested and mastered by Party A for product production.
5. After the technological achievements become shares, Party B obtains the shareholder status, and its technology belongs to Party A. The newly invested production line and its products are financially independent, accounted separately and distributed in proportion.
Within _ _ _ _ _ days after the signing of this agreement, both parties shall go through the formalities of equity change at the industrial and commercial department.
Seven. The term of this Agreement and the restrictions of Party A and Party B on the pledge, transfer and donation of the company's equity shall be stipulated separately in the articles of association.
Eight. Party B shall abide by the company system, give full play to its professional expertise, perform its duties and exercise its power within the scope of its post authority; And participate in the management, production and business activities of Party A according to the share of shares held.
Nine. Before the signing of this Agreement, Party A's creditor's rights, debts and civil and legal disputes have nothing to do with Party B, but shall be borne by Party A and its shareholders.
X. Rights and obligations of Party A
Party A shall publish the financial accounts to Party B on a regular basis every year, and may provide the financial accounts for inspection at any time according to Party B's requirements ... Party A shall pay dividends to Party B according to laws and regulations according to the shares held by Party B, in the form of cash payment before _ _ _ _ of the following year.
XI。 Rights and obligations of Party B
1. Party B enjoys the legal right of% equity in proportion to its capital contribution, and enjoys the monthly salary of RMB yuan and all other welfare benefits stipulated by the company.
2. Party B serves as the technical director of the company and is responsible for the operation of the newly established production line, including but not limited to R&D, production and technical guidance.
3. Party B guarantees that it has legal ownership of the technology it has invested, and that there will be no infringement disputes after Party A puts these technologies into production and operation, otherwise Party B will bear all the responsibilities. Party B also guarantees the advancement and feasibility of its shareholding technology and technical background in the same industry.
4. Party B shall not engage in business similar to or competitive with the Company in other places or in the name of others, or set up an enterprise similar to or competitive with the Company in any name without Party B's consent during his employment in the Company and within _ _ _ _ years after his resignation.
Party B shall not divulge, disclose or let others use the company's technological achievements (including the technologies in which Party A participates), trade secrets or other intellectual property rights with or without compensation, or use them for purposes that are not beneficial to the company. Under the premise of observing the confidentiality system, Party B's use and disclosure behavior within the company for the benefit of the company is not subject to this restriction.
5. As a shareholder, Party B enjoys the shareholder rights stipulated by law, including asking to check the financial accounts at any time and paying dividends according to the specified share.
6. In order to maintain the company's stability, if Party B pledges, transfers or donates its equity to a third party for personal needs five years after the signing of this agreement, Party A and its shareholders shall enjoy the preemptive right under the same conditions.
12. If additional investment is required according to the Articles of Association, or losses need to be made up due to operating losses, the other shareholders of Party A and Party B shall contribute in proportion to their shares.
Thirteen. responsibility for breach of contract
1. Party B is responsible for product research and development, while Party A provides all the working capital support and is responsible for the overall operation of the company, which is the basis of cooperation between the two parties. The following acts constitute a fundamental breach of contract:
(1) Party B or Party A violates the provisions on non-competition, or divulges, discloses or allows others to use the company's technological achievements (including technologies in which Party B participates), trade secrets or other intellectual property rights, or uses them for purposes that are not conducive to the company without authorization, thus causing losses to the company;
(2) Without the consent of Party A, Party B refuses to provide technical guidance or stop technical research and development.
2. Default processing
(1) If any party violates the provisions on non-competition, or divulges, discloses or lets others use the company's technological achievements, trade secrets or other intellectual property rights, or uses them without authorization, thus causing losses to the company, and it is difficult to calculate the amount, if it constitutes infringement on the company, the company has the right to investigate the responsibility according to _ _ _% of the sales of the infringing products.
(2) If Party B's shareholding technology lacks advancement or feasibility in the same industry, or Party B refuses to provide technical guidance or stop technology research and development without Party A's consent, Party B shall pay Party A a liquidated damages of10,000 yuan. ..
Fourteen intellectual property
During the cooperation period and within _ _ _ years after withdrawing from the cooperation, inventions, utility models, designs, developed products and related intellectual property rights related to the company during the cooperation period belong to the company's job achievements or trade secrets, and their intellectual property rights belong to the company. If R&D is conducted in violation of non-competition, the intellectual property rights of new achievements belong to the company.
Fifteen. others
1. For matters not covered in the Articles of Association, both parties may make another agreement or sign a supplementary agreement. The Articles of Association and the supplementary agreement shall come into force at the same time as this agreement. If the Articles of Association are different from this Agreement, this Agreement shall prevail. If there is any conflict between this agreement and the supplementary agreement, the supplementary agreement shall prevail.
2. Disputes arising from the performance of this Agreement shall be settled by both parties through consultation. If negotiation fails, either party may bring a lawsuit to the people's court of _ _ _ _ _.
3. This agreement is made in duplicate, one for each party, and shall come into effect as of the date of signature or seal by both parties.
Party A (signature): _ _ _ _
Representative (signature): _ _ _ _
Date of signature: _ _ _ _ _ _
Party B (signature): _ _ _ _ _
Representative (signature): _ _ _ _
Date of signature: _ _ _ _ _ _
4. How to write the fourth article for the simple version of the share purchase agreement?
Party A: _ _ _ _ Party B: _ _ _ Party A: _ _ _ _ Party B: _ _ _ _ Party B: _ _ _
ID number: _ _ _ _ ID number: _ _ _ _ ID number: _
Legal address: _ _ _ _ _ Legal address: _ _ _ _ _
After full consultation, Party A and Party B decide to give full play to their respective advantages and jointly introduce funds to develop the project of Party A Co., Ltd. on the principle of mutual support, equality and mutual benefit, and hereby conclude this contract for mutual compliance.
I. Amount of introduced funds:
Second, the division of work:
(1) Party A's responsibilities:
1. Responsible for contacting and confirming the receipt of funds, requiring the branch level and the president to be responsible (branches can receive the funds and operate branches).
2, responsible for contact _ _ all expenses in the work.
3. Be responsible for confirming the payment and contacting the entrusted loan contract.
4. Responsible for issuing letters of guarantee for both parties' breach of contract, including intermediary service fees.
5. Party B is responsible for calculating% of the after-tax intermediary service fee and handing it over to the intermediary service company.
6. Be responsible for depositing the liquidated damages of 65,438+RMB 0.570 per 1 100 million yuan per day into Party A's own enterprise account. If the enterprise breaches the contract, _ _ will be paid to the bank owner from this paragraph.
7. Be responsible for providing Party B with relevant information of the company for confirmation.
(II) Party B's responsibilities:
1, responsible for contacting and implementing the bank owner, and implementing the funds to the receiving bank within the specified time.
2. Be responsible for all expenses before the funds are in place.
3. Party B shall, at its own expense, go to the payee and _ _ _, confirm the deposit for repayment of principal and interest, and receive the power of attorney. The situation of the enterprise and the situation of liquidated damages in place.
4. Responsible for calculating the time of 6% interest in the first year after the last batch of money is allocated.
5. In case of breach of contract, Party B shall punish in accordance with relevant national laws and compensate Party A for the existing losses.
Third, joint responsibility.
1. In the spirit of friendly consultation, both parties shall make joint efforts to do all the work before attracting investment to ensure the smooth operation of the financing contract.
2. Party A shall not obstruct the allocation of funds obtained by Party B for any reason. In case of breach of contract, Party A shall compensate all losses caused by Party B and bear legal responsibilities.
3. If the funds introduced by Party B are untrue, Party B shall be responsible for the losses caused to Party A. ..
4. Both parties shall strictly implement the debt repayment guarantee (letter of guarantee) and the power of attorney for collection and payment.
5. This contract was signed on the date of.
Party A: _ _ _ _ _ Party B: _ _ _ _ Party A: _ _ _ _ Party B: _ _ _ _ Party A.
Legal representative: _ _ _ _ _ Legal representative: _ _ _ _ Legal representative: _
_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
5. How to write Article 5 of the simplified shareholding agreement?
Party A: _ _ _ _ _ _
Address: _ _ _ _ _ _
Tel: _ _ _ _ _ _
Contact person: _ _ _ _ _ _
Party B: _ _ _ _ _ _
Address: _ _ _ _ _ _
Tel: _ _ _ _ _ _
Contact person: _ _ _ _ _ _
The above-mentioned co-investors (hereinafter referred to as "co-investors") shall jointly invest in the project by Party A and Party B through friendly negotiation in accordance with the provisions of laws and regulations of People's Republic of China (PRC) (China). And Party A has obtained the ownership of _ _ _ _ _ _ _ _.
Rule number one. The amount and mode of joint investor's contribution
1. Party A has fully understood Party B's business plan and recognized its market prospect, and plans to invest venture capital to jointly start a business with Party B. ..
2. Party A and Party B agree that _ _ _ _ _ _
3. As a venture capitalist, Party A provides Party B with the total capital contribution of the operating company (hereinafter referred to as "the total capital contribution") of RMB _ _ _ _ _ _ _ _.
4. It is agreed by all parties that the proportion of the total share capital of the joint venture company held by the co-investors when initiating the establishment of the joint venture company is _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _.
5. As a co-investor, Party A shall, before _ _ _ _ _ _ _ _ _ _.
Article 2. Profit sharing and loss sharing
1. Co-investors share the profits and losses of joint investment according to the proportion of their capital contribution to the total capital contribution.
2. Co-investors shall be liable for joint investment to the extent of their respective capital contributions, and co-investors shall be liable for joint stock limited companies to the extent of their total capital contributions.
3. The shares contributed by the co-investors and their fruits are the common property of the co-investors, and they are jointly owned by the co-investors in proportion to their contributions.
4. After the shares jointly invested in a joint stock limited company are transferred, each joint investor has the right to acquire the property in proportion to its capital contribution.
Article 3. Transaction execution
1. The co-investors entrust Party B to perform the daily affairs of joint investment on behalf of all the co-investors, including but not limited to.
(1) Exercising and fulfilling the rights and obligations as a promoter of a joint stock limited company at the stage of initiation and establishment of a joint stock company.
(2) After the establishment of the joint-stock company, it shall exercise its rights as a shareholder of the joint-stock company and fulfill its corresponding obligations.
(3) Collect the fruits generated by joint investment and dispose of them in accordance with the relevant provisions of this Agreement.
2. Other investors have the right to check the implementation of daily affairs, and Party B has the obligation to report the operating status and financial status of the joint investment to other investors.
3. The profits generated by Party B's execution of the joint investment firm shall be owned by the joint investors, and the losses or civil liabilities incurred shall be borne by the joint investors.
4. If Party B causes losses to other co-investors due to negligence or non-compliance with this agreement when performing affairs, Party B shall be liable for compensation.
5. The following joint investment matters must be agreed by all joint investors.
(1) Transfer the shares jointly invested in _ _ _ _ _ Co., Ltd.
(2) Pledge with the above shares.
(3) Change the executor of the transaction.
Article 4. Investment transfer
1. When a co-investor transfers all or part of his investment in the joint investment to a person other than the co-investor, it must be agreed by all the co-investors.
2. When a co-investor transfers all or part of its capital contribution in the joint investment, it shall notify other co-investors.
3. If a co-investor transfers its capital contribution according to law, other co-investors shall have the priority to the transferee under the same conditions.
Article 5, Other Rights and Obligations
1. Party A and other joint investors shall not transfer or dispose of the shares jointly invested without permission.
2. Co-investors shall not transfer their shares and capital contribution within _ _ _ _ _ _ _ years from the date of registration.
3. After the establishment of _ _ _ _ Limited Company, no joint investor may withdraw its capital contribution from the joint investment.
4. After the establishment of the company, Party A and Party B will continue to cooperate and invest according to the operating conditions, and jointly invest and share the profits and losses, and pay the salary of the project marketing manager to Party B every month as a reward. The amount of salary shall be negotiated by both parties.
Article 6. responsibility for breach of contract
In order to ensure the actual performance of this agreement, Party A voluntarily provides all its guarantees to other co-investors. Where Party A breaches the contract and causes losses to other co-investors, it shall bear the liability for breach of contract to other co-investors with the above-mentioned property.
Article 7, Others
1. For matters not covered in this agreement, the co-investors shall sign a supplementary agreement after negotiation.
2. This agreement shall come into effect after being signed and sealed by all the joint investors. This agreement is signed in the form of _ _ _ _ _ _
Party A (signature): _ _ _ _
Signing place: _ _ _ _ _
Date of signature: _ _ _ _ _ (month) day.
Party B (signature): _ _ _ _
Signing place: _ _ _ _ _
Date of signature: _ _ _ _ _ (month) day.