Tisch

Party A: Party B:

Through negotiation, Party A and Party B have reached the following cooperation agreement on Party B's shareholding in Party A's industrial development based on the principles of fairness, equality and mutual benefit:

Article 1 Party B voluntarily shares in the industry invested by Party A..

Article 2 The registered capital of the company is RMB _ _ _ _ ten thousand yuan.

This time, the company's capital is increased to RMB _ _ _ _ _. The actual capital held by the existing shareholders of the company is RMB _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

The contribution of Party B is RMB _ _ _ _ _ _ _ _ _.

Article 3 Rights and obligations of both parties to this Agreement

1. The shareholders' meeting and the board of directors are established in accordance with the Company Law. All investors promise that the company's organizational structure, mode of formation, functions and powers, rules of procedure, appointment of legal representatives, financial accounting, etc. are formulated in accordance with the Company Law and other relevant national laws and regulations. See the articles of association of the limited liability company for details.

2. The liability of each investor is limited to the proportion of its invested capital, and the liability of each investor is limited to its respective contribution to the registered capital. The after-tax profits of the joint venture company shall be shared by all parties in proportion to their contribution to the registered capital.

3. After the establishment of capital increase and share expansion, the company shall open a temporary company account in the bank within 10. Where a shareholder makes capital contribution in cash, he shall deposit the capital contribution in full into the temporary account of the company within 60 days from the date of opening the temporary account of the company.

4. Without the written consent of other parties, the parties to this agreement shall not disclose the contents of this agreement (except the service personnel of this agreement, the personnel authorized by Party A, Party B and Party D to engage in matters related to this agreement, and those who must know according to law).

Article 4 Other matters that investors think need to be agreed upon.

1. Set up a company preparation team, with members sent by shareholders and the shareholder representative as the legal representative as the team leader, and organize the drafting of various documents for applying for the establishment of the company;

2. As the legal representative, the shareholders shall pay the preparatory expenses in advance, and the preparatory expenses shall be borne by the company after its establishment;

3. The above shareholders entrust the legal representative to act as the agent for the registration of the bidding company;

Article 5 Modification, alteration and termination of this Agreement

1. Once this agreement is signed, investors may not withdraw their shares or withdraw their funds, but they are allowed to purchase, transfer or merge with each other or with other investors.

2. Any modification or change to this agreement and its supplementary agreement can only take effect after all investors sign a written agreement.

Article 6 Liability for breach of contract

1. If all investors fail to fulfill the capital contribution obligations agreed in this agreement on time, it will be deemed that the breaching party unilaterally terminates this agreement, and other observant parties have the right to cancel the shareholder qualification of the breaching party in writing, and the capital contribution of the breaching party will be compensated to the observant party as liquidated damages; If the defaulting party fails to make capital contribution, other observant parties have the right to cancel the shareholder qualification of the defaulting party in writing, and have the right to investigate the defaulting party's liability for breach of contract according to the amount of capital contribution that the defaulting party should make.

2. If any investor violates other agreements in this agreement, it will be deemed that the breaching party unilaterally terminates this agreement, and other observant parties have the right to cancel the shareholder qualification of the breaching party by the same written decision, and the investment amount of the breaching party will be compensated to the observant party as liquidated damages.

Article 7 Settlement of disputes

All disputes arising from or related to the execution of this Agreement shall be settled by both parties through friendly negotiation; If negotiation fails, either party has the right to settle it through litigation.

Article 8 Matters not covered in this Agreement

All investors shall sign a supplementary agreement separately, which is an effective part of this agreement and has the same legal effect as this agreement. In case of any conflict between the contents of any agreement negotiated by both parties before the signing of this agreement and this agreement, the contents stipulated in this agreement shall prevail.

Article 9 This Agreement shall come into force as of the date of signature by all investors.

In duplicate, each party holds one copy, and each copy has the same legal effect.

Signature of Party A:

Signature of Party B:

Date of signing:

Signing place:

extreme

I. Investor's personal information and investment amount 1. Name: ID number:

Address: Postal Code:

Tel: Account number:

E-mail:

Shareholding amount: ￥ (in words):

2. Name: ID number:

Address: Postal Code:

Tel: Account number:

E-mail:

Shareholding amount: ￥ (in words):

3. Name: ID number:

Address: Postal Code:

Tel: Account number:

E-mail:

Shareholding amount: ￥ (in words):

4. Name: ID number:

Address: Postal Code:

Tel: Account number:

E-mail:

Shareholding amount: ￥ (in words):

5. Name: ID number:

Address: Postal Code:

Tel: Account number:

E-mail:

Shareholding amount: ￥ (in words):

Through friendly negotiation of the above investors, on the basis of fairness, honesty, trust, equal cooperation, mutual benefit and risk sharing, and in line with the principles of promoting Pu 'er tea culture, developing Pu 'er tea industry, getting rich together and making more contributions to society and the country, we have invested in the establishment of "Pu 'er Tongchangshun Tea Industry". The following agreement is signed according to the Contract Law of People's Republic of China (PRC):

Second, the enterprise purpose and quality policy of Pu 'er Tongchangshun Tea Industry (Factory)

1, the enterprise tenet is: all for customers, all for the market.

2, enterprise quality policy: always do better.

3. Enterprise quality objectives: The requirements of customers and markets are our quality objectives.

Three. Contract terms

From year month day to year month day. If all parties are satisfied with the cooperation, they can continue the cooperation through consultation three months before the expiration of this contract. Otherwise, it shall be handled according to the exit clause. After consultation, when all parties agree to continue cooperation, they must sign another cooperation agreement, and when another agreement is signed, this agreement will automatically become invalid.

Four. Ways and contents of cooperation

1, and the shares are 10000 yuan (RMB)/share; Share ratio: name, number of shares and share ratio%; Name, number of shares and percentage of shares%; Name and shareholding ratio%; Name and shareholding ratio%; Name, number of shares and percentage of shares.

2. The capital contribution of each shareholder is RMB (in words), which shall be deposited into the enterprise account after capital verification by the bank before. The bank of deposit is, and the account number is. During the validity of this agreement, the shares invested by shareholders shall not be withdrawn for any reason. If the enterprise continues to exist and withdraws its shares after the expiration of the validity period, it must be approved by the board meeting and more than two-thirds of the shareholders. The share transfer of this enterprise must be carried out in accordance with the law and approved by more than two thirds of the shareholders of the board of directors. The directors mentioned in this agreement are shareholders, and the following also applies. In the process of enterprise development, if the company raises funds for shares from the society and ordinary employees of the company, the members of its board of directors and board of supervisors shall be determined according to relevant laws and regulations.

3. The business of the enterprise includes the acquisition, processing, sales and service of all kinds of Pu 'er tea and the collection, collation and dissemination of Pu 'er tea cultural information. At the beginning of the enterprise, the tea factory was taken as the starting point, and efforts were made to transition to a limited company within one year to truly realize the management mode of the modern enterprise system.

The shareholders of this enterprise are members of the board of directors. The board of directors of the enterprise is composed of all shareholders, and the shareholder with a large proportion of shares and strong management ability is the chairman; The chairman is the person in charge of the enterprise (legal person), responsible for organizing the formulation of the business strategy of the enterprise and leading the board of directors to make correct business decisions. The first meeting of the board of directors is convened by the chairman, and a director with good style, good character, experience and strong management ability is elected as the general manager among shareholders, who is responsible for implementing the decisions of the board of directors and conducting the daily operation and management of the enterprise. When necessary, the general manager can engage in external employment through the board of directors. When necessary, the board of directors employs several deputy general managers to assist the general manager. The board of directors has the right to remove any incompetent enterprise manager and general staff through more than two-thirds of the directors.

5. The task of the first board of directors is to formulate the articles of association of the enterprise, and formulate the management, production and operation rules, various rules and regulations and annual plans of the enterprise according to the articles of association, which shall be adopted by the shareholders through consultation. Operators entrusted by the board of directors shall operate and manage in strict accordance with the rules and regulations.

6. Major decisions made by the general manager in production and operation that exceed RMB (Yuan) must be decided by all shareholders through consultation, and the general manager cannot make decisions without authorization, otherwise the losses arising therefrom shall be borne by the general manager.

7. In principle, the enterprise shall hold a board meeting once a year at the end of each year1February, and the specific time shall be determined through consultation. If the shareholders other than the person in charge make major decisions when they are not at work in the enterprise, they can negotiate by telephone. If the telephone consultation fails, shareholders will be convened temporarily for consultation.

8. The decision-making level of the enterprise is the board of directors, and the decision-making principles are: careful consideration, brainstorming, equal consultation, reaching a consensus, and safeguarding the interests of the enterprise and shareholders. Decisions should be written, and the general manager of the enterprise should strictly implement the written decisions.

9. Since its establishment, this enterprise must refer to the modern enterprise system and follow the eight principles of quality management (customer-centered; Leadership; Full participation; Process method; Management methods of the system; Continuous improvement; Fact-based decision-making method; Mutually beneficial relationship with suppliers) and improve the management system.

10. Corporate shareholders should make timely market prediction and evaluation, make correct decisions and resist market risks.

1 1. After the enterprise is formally established, the shareholders of the enterprise will discuss and decide the post system of the enterprise as the basis for salary distribution.

Five, enterprise personnel and distribution methods

1, enterprises should guard against familyization, and the recruitment of employees and the selection of suppliers and distributors should be based on their ability and strength.

2. The personnel department under the jurisdiction of the general manager selects employees through assessment according to the needs of the post, and reports to the board of directors of the enterprise for discussion and approval.

3. The salary of the general manager is RMB/month, and the directors are RMB/month. The general manager will regularly pay into the accounts of all directors every month; The salary of ordinary employees is determined by the general manager according to the position and discussed and decided by the board of directors; Wages are paid regularly by the financial personnel designated by the general manager every month or credited to the employee's salary card. After% of the enterprise development fund is deducted from the net profit of the enterprise at the end of the year, shareholders will pay dividends according to shares.

4. The enterprise shall reward the employees and suppliers who have made contributions, and the specific reward measures shall be formulated by the enterprise according to the actual situation.

Rights and obligations of shareholders of intransitive verbs

1. Shareholders have the right to make decisions, allocate and use funds through the board of directors.

2. Shareholders are the main body of the company's development. Therefore, it is every shareholder's unshirkable responsibility and obligation to collect information related to the company's development, make good relations with local and government authorities, actively communicate with manufacturers and suppliers, be far-sighted, carry out market promotion, develop a large number of customers and promote Pu 'er tea culture. The enterprise will reward the contributors according to the actual development situation and the economic benefits brought to the enterprise according to the order amount, and the reward amount is% of the contract order amount.

Seven. Privacy Policy

1. This agreement is confidential to any individual except the shareholders. Please take good care of it.

2. Each shareholder shall strictly keep the knowledge and business secrets of the enterprise, and formulate specific security measures and systems.

Eight. Default handling

If a shareholder violates any terms of this contract, other shareholders may send a written notice to the defaulting party at any time thereafter, and the defaulting party shall give a written reply and take remedial measures within 15 days. If the breaching party fails to reply or take remedial measures within 15 days after the notice is issued, the non-breaching party may terminate the execution of this contract and claim compensation for losses according to law. Investment and shareholding cooperation agreement

Nine. settlement of dispute

1. Any dispute arising from the execution of this contract shall be settled through friendly negotiation;

2. If both parties fail to reach an agreement through negotiation, it shall be submitted to the Arbitration Commission for arbitration;

3. In the process of dispute settlement, except for the part under negotiation or arbitration, other parts of the agreement shall continue to be implemented.

X. completeness of terms and conditions

All shareholders confirm that they have read the contract and agree that this contract is a complete record of all contracts and agreements reached by all parties on investment cooperation, and has replaced all previous oral or written agreements, letters of intent and suggestions. This contract shall not be changed without written modification by all shareholders.

The annex to this contract is an integral part of this contract and has the same effect as the text of this contract.

XI。 Modification of agreement (contract)

The contract is being fulfilled. If any shareholder thinks it is necessary to modify it, he/she shall put forward written modification suggestions and reasons to other shareholders, which can be modified only after all shareholders reach an agreement through consultation, and form an annex to this contract. The terms of the agreement as amended through negotiation have the same legal effect as this agreement. If both parties fail to reach a new amendment, the original contract is still valid.

Twelve. force majeure

1. In case of force majeure such as war, flood, fire and earthquake. During the execution of the contract, if the normal performance of the contract is affected, the shareholders affected by the force majeure shall notify other shareholders of the force majeure as soon as possible. And submit the relevant certification documents issued by * to other shareholders for confirmation as soon as possible.

2. Both parties shall negotiate the further implementation of this contract as soon as possible according to the influence of force majeure accidents.

3. If the performance of the contract is delayed or cannot be performed normally due to force majeure, the shareholders affected by the force majeure shall not be liable.

Thirteen. Terminology of enterprise development

1. The board of directors and shareholders of the enterprise must make up their minds to make efforts for the development of the enterprise, pay attention to learning the advanced experience of Chinese and foreign enterprises, constantly learn, update their concepts, and constantly improve the shortcomings and problems in management, so that the enterprise can flourish and become a "century-old shop" for the production and marketing of Pu 'er tea and the spread of tea culture.

2. If the enterprise goes bankrupt due to force majeure, the board of directors and shareholders should make every effort to unite and cooperate, try their best to recover the losses and safeguard the interests of shareholders.

3. All our shareholders * * * swear: for the future of Tongchangshun tea industry, we will closely unite and go all out; We can see that in the near future, Tongchangshun's brand will definitely occupy a place in Yunnan tea market, China tea market and even the world tea market.

Fourteen title

The headings in this contract only serve as a reminder and attention, and shall not be interpreted in an expanded way. All interpretations of the contents of the contract are based on the words under the title.

Fifteen. take effect

This contract shall come into effect as of the date of signature and seal by all shareholders.

The Contract is made in 1 copy, and each shareholder holds 1 copy, all of which have the same legal effect.

Signature and handprint of shareholders:

Year, month, year, month, year, month.