Capital increase and share expansion agreement

Capital increase and share expansion agreement

Number:

This agreement is signed by:

Party A:

Shareholder 1:

Party B:

Shareholder 2:

ID number:

Address:

Shareholder 3:

ID number:

Address:

Shareholder 4:

ID number:

Address:

In this Agreement, Shareholder 2, Shareholder 3 and Shareholder 4 are collectively referred to as "original shareholders".

Target company:

Whereas:

1, XX company, is a professional material purchasing company affiliated to XX.

2.XX Company is a limited liability company established and effectively existing under the laws of China. It was founded in ...

Based on this, Party A and Party B, through equal, voluntary, friendly and full consultation, reached an agreement on capital increase and shareholding for all parties to abide by.

I. Interpretation

(1) Unless otherwise agreed in the Special Terms and Conditions, the following words have the following meanings when used in this Agreement:

1. The transaction of capital increase and share expansion refers to the transaction of capital increase and share expansion of XX Company by Party A and Party B according to the terms and conditions of this agreement.

2. The original shareholder of XX Company refers to XX.

3. The transaction documents of capital increase and shareholding in XX Company refer to all relevant contracts, agreements, memoranda and documents such as capital increase agreement, supervision agreement, articles of association or amendment of XX Company, as well as modification or supplementary documents of such contracts, agreements, memoranda and documents.

4. Significant adverse change refers to any situation, change or influence involving XX Company, alone or together with any other situation, change or influence: (1) It has or may have a serious adverse impact on the business, assets, liabilities (including contingent liabilities), operating performance and financial status of XX Company; Or (ii) it has or may have a serious adverse impact on the way or qualification of XX Company's current operation or business.

5. Articles of Association refers to the articles of association of XX Company.

6. Working days refer to other natural days other than statutory holidays, Saturdays and Sundays in China.

7. China refers to People's Republic of China (PRC), excluding Hongkong, Macao Special Administrative Region and Taiwan Province Province for the purpose of this Agreement.

8. Unless otherwise specified, the term "Yuan" in this Agreement refers to RMB Yuan, the legal tender of China.

(2) Unless otherwise stated in the context, in this Agreement: (i) When referring to this Agreement, it shall include the annexes to this Agreement and any documents amending or supplementing this Agreement; (ii) References to articles and annexes refer to articles and annexes of this Agreement; (iii) The headings of the contents and terms of this Agreement are for convenience only, and do not constitute any interpretation of this Agreement, nor do they limit the contents and scope under the headings.

II. Trading Scheme for Capital Increase and Share Expansion

(I) Capital increase of XX Company

1, premise of capital increase

(1) Party A has completed the due diligence on the commercial, technical, legal and financial aspects of XX Company, and completed the due diligence.

The results meet the conditions of Party A's capital increase and shareholding, and there is no major adverse change in XX company on the date of signing the capital increase transaction documents of XX company.

(2) There is no creditor-debtor relationship between the original shareholders of XX Company and XX Company.

(3) A written document in which Party B agrees to the capital increase plan of XX Company and waives the preemptive right of equity capital increase of XX Company.

2. Capital increase plan

(1) All parties agree that XX Company will decide to accept XX as a new shareholder after meeting all the preconditions mentioned in Item (1) of this article.

Step 1: XX contributed RMB 1 10,000 Yuan, of which the newly-increased registered capital was 1 10,000 Yuan, forming capital reserve; The newly-increased shareholder XX contributed RMB X million, of which the newly-increased registered capital was RMB X million, forming capital reserve; XX contributed10,000.00 yuan, of which the newly-increased registered capital was10,000.00 yuan, forming capital reserve. After the capital increase, the registered capital of XX Company is X million yuan, and the capital reserve is X million yuan.

After the above matters are completed, the ownership structure of XX Company is changed to: XX holds X shares; XX holds x shares; XX holds x shares; XX holds x shares; XX holds x shares; XX holds x shares. Shareholder content

Capital contribution by new shareholders

Among them, the newly-increased paid-in amount

capital

New capital reserve

XX original paid-in capital

First industrial and commercial boarding

Record registered capital

The shareholding ratio of the original shareholder XX///XX//XX Company in corporate shareholders.

Second, according to the situation of the book owner, the capital reserve will be fully converted into capital in the same proportion.

3. All parties agree that within one month from the effective date of this agreement, if the preconditions mentioned in Item (1) of this article are not fully met, the three parties will stop their cooperation in the capital increase transaction of XX Company.

Third, the transaction implementation arrangements

The three parties agree to cooperate with each other to complete this capital increase and share expansion transaction according to the following transaction implementation arrangements, and guarantee to urge relevant parties to implement this agreement.

(I) Implementation steps of XX Company's capital increase and share expansion transaction

1, go through the capital increase formalities.

XX signed an agreement with the original shareholders of XX, XX and XX Company to increase capital and share, revised the articles of association of XX Company accordingly, and completed the relevant procedures such as industrial and commercial change registration of capital increase transactions.

2. Pay capital increase and increase capital reserve.

(1) After all relevant capital increase procedures described in 1 are completed, all shareholders shall pay all the capital increase and increased capital reserve in one lump sum within one month after all the personnel sent by Party A to XX Company arrive at their posts. The designated account of XX Company for receiving capital increase and capital reserve shall be reserved with the designated seal of Party A in advance, and Party A shall supervise the funds in the designated account. Without the prior written consent of Party A, the designated seal of Party A shall not be changed.

Shareholders who fail to pay their capital contributions in accordance with the provisions of the preceding paragraph shall bear the liability for breach of contract for overdue payment. If the overdue period is less than 90 days, the defaulting party shall pay the contribution to the observant party and pay the liquidated damages at the rate of 4 times of the bank loan interest rate for the same period. If the payment is overdue for more than 90 days, the observant party has the right to demand the termination of the contract, and demand the defaulting party to bear the penalty of 65,438+00% of the total investment of the observant party.

3. Issue a capital contribution certificate

After the above payment is completed and the first capital increase is completed, XX Company will issue a capital contribution certificate to shareholders, and record it in the register of shareholders: XX has invested X million yuan (the registered capital held is X million yuan) and holds X shares; XX contributed RMB10,000.00 Yuan (the registered capital held is RMB10,000.00 Yuan) and holds X shares; XX contributed RMB10,000.00 Yuan (the registered capital held is RMB10,000.00 Yuan) and holds X shares; XX contributed RMB10,000.00 Yuan (the registered capital held is X) and held X shares; XX contributed RMB 1 ten thousand yuan (registered capital 1 ten thousand yuan) and held X shares; XX contributed RMB 1 ten thousand yuan (registered capital 1 ten thousand yuan) and held x shares.

After the completion of the second capital increase, XX Company will issue a capital contribution certificate to shareholders and record the capital contribution according to the actual capital increase.

Four. Organizational structure of the company after capital increase

(1) Board of Directors

The parties agree that XX Company shall set up a board of directors, with X members, X chairman and X vice chairman, of which X shall be nominated by XX and X by the original shareholders of XX Company. The chairman is nominated by Party A, and the vice chairman is nominated by the original shareholders of XX Company. The resolution of the board of directors shall be adopted by more than two thirds of all directors.

(ii) Supervisor

The parties agree that XX Company has one supervisor instead of the board of supervisors, nominated by the newly-added natural person shareholders and elected by the shareholders' meeting.

(3) General Manager

All parties agree that XX Company shall have a general manager, who shall be nominated by Party B. ..

(4) Deputy General Manager

It is agreed that XX Company shall have four deputy general managers, one of whom shall be nominated by Party A. ..

(5) the person in charge of finance

All parties agree that the financial director of XX Company shall be nominated by Party A. ..

(6) the person in charge of risk control

All parties agree that the person in charge of risk control of XX Company shall be nominated by Party A. ..

Verb (abbreviation of verb) The operation of the company after capital increase.

After the capital increase, the company should do a good job in project risk control, and the company should formulate the project risk control management process. If XX Company needs to invest in this project, it shall submit it to the board of directors and shareholders' meeting for discussion, and handle it according to the discussion results. If it is not handled according to the articles of association, the losses caused to XX Company shall be borne by the responsible shareholders.

Export arrangement of intransitive verbs

The parties agree that Party A may withdraw by reducing the company's capital or repurchasing the original shareholders under the following circumstances. Party B and XX Company promise that after Party A makes a decision, it will unconditionally agree and cooperate with Party A to complete relevant procedures;

(I) The operating performance of XX Company has fallen sharply.

(II) Party B, Party C and XX Company fail to fulfill their obligations, responsibilities, guarantees or commitments under this Agreement or other agreements signed with Party A. ..

(III) Due to changes in national policies, Party A's capital increase and share expansion do not conform to relevant policies, and Party A decides to withdraw its investment in XX Company.

(4) The ultimate control right of the company changes.

(5) All or most of the company's substantial assets are sold, leased, transferred, exclusively licensed or otherwise disposed of.

Party A's withdrawal is based on the company's assets evaluation and in proportion to its shareholding.

Where Party A decides to withdraw from XX Company, the specific withdrawal method shall be decided by the shareholders' meeting. After the company's shareholders' meeting makes a resolution, Party B, Party C and XX Company promise that Party B and Party C unconditionally agree and cooperate with Party A to complete relevant procedures according to the resolution of the shareholders' meeting. If Party B and Party C fail to cooperate or delay for more than 30 days for various reasons, Party A has the right to require Party B and Party C to bear joint liability for liquidated damages, and the amount of liquidated damages is 65,438+05% of Party A's total investment. ..

Seven. Restrictive agreement

(A) restrictions on equity transfer

1. Within three years after the capital increase, Party A, Party B and Party C shall not transfer part or all of the company's equity held by them (except that Party A is required to withdraw for reasons specified in Article 6 of this Agreement), and the equity transfer of any shareholder shall not reduce the qualification of the company at the time of equity transfer; Without the consent of the shareholders' meeting, Party A, Party B and Party C shall not pledge part or all of their shares in the company.

2. When the shareholders of the company transfer their shares in the company, XX enjoys the following options: (1) Give priority to the shares to be sold by the transferor under the same terms and conditions given by the transferee; (2) Sell the shares together according to the same terms and conditions given by the transferee and the shareholding ratio of the transferor and XX at that time. If XX chooses to sell shares to the same transferee according to the same terms and conditions and the shareholding ratio of the proposed transferor, the proposed transferor shall ensure that the transferee has the priority to purchase the shares of the company held by XX.

3. Where the shareholders of the company transfer their shares in the company, the transferor shall ensure that the transferee signs an agreement to inherit the rights and obligations under this agreement at the same time as signing the equity transfer agreement.

4. Each party guarantees that if shares are transferred between shareholders of the company, Party A's position relative to the controlling shareholder will be guaranteed (provided that Party A has not transferred or reduced its shares).

(2) Anti-dilution clause

1. All parties agree that before the completion of this capital increase and share expansion, XX Company shall not introduce new investors in any way without the written consent of XX.

2. With the written consent of XX, the new equity financing of XX Company in any form must be approved by the shareholders' meeting representing more than two thirds of the shareholders, and the financing shall be implemented according to the financing plan.

3. After the completion of this transaction, if the rights given by XX Company to any shareholder in this financing are superior to the rights enjoyed by XX under this agreement, XX is entitled to enjoy these more favorable terms and conditions.

Eight. Representations and warranties

(1) Both parties make the following representations and guarantees to each other:

1, organization, individual, status. The organization has been legally established and effectively exists in accordance with applicable laws. The individual is a citizen of People's Republic of China (PRC) and has full legal capacity and capacity to sign, deliver and perform this Agreement and complete this transaction.

2. authorization. Unless otherwise agreed in this agreement, all parties have obtained all internal decisions, approvals and authorizations required for this transaction through all necessary procedures, and have all the power and authority to sign, deliver and perform this agreement and complete this transaction; Once this agreement is signed, it constitutes a legally binding obligation and can be enforced according to its terms.

3. There is no conflict. The signing, delivery and performance of this Agreement and the completion of this transaction will not (i) lead to violation of the terms of its organizational documents; (ii) conflicts with or causes a violation of any terms or provisions of any agreement or document to which it is a party, is binding on it or any of its assets, or constitutes a violation of the contract under such agreement or document, or (iii) causes a violation of any applicable law.

4. There are no further requirements. Unless otherwise stipulated in this agreement, this transaction can be completed without obtaining the consent, approval, authorization, order, registration and filing of any third party or government department that has jurisdiction over it or any of its assets.

5. No legal proceedings are prohibited. There is no pending legal action, dispute, claim, lawsuit, investigation or other procedure or arbitration initiated or handled by any government agency, which (i) attempts to restrict or prohibit it from signing, delivering, performing this Agreement and completing this transaction, or (ii) may have a significant adverse impact on its ability to perform its obligations under this Agreement or complete this transaction.

6. Try your best to cooperate. Ensure that it will try its best to obtain the approval, approval, filing, registration, consent, licensing documents of relevant government departments and other third-party consent documents required for the performance of this agreement.

7. Both parties and other enterprises under their control have not and will not engage in or directly, indirectly or on behalf of any person or unit in the business that constitutes or may constitute horizontal competition with XX Company through shareholding or joint venture; Each party undertakes to take effective measures to avoid horizontal competition with XX Company. If the business opportunities obtained by all parties and other enterprises controlled by all parties are or may be in competition with the main business of XX Company, or between all parties and themselves.

Other controlled enterprises shall immediately notify XX Company and give the business opportunity to XX Company, otherwise, the losses caused to XX Company and other shareholders shall be borne by this party.

8. After the completion of this transaction, all parties and related parties such as other enterprises controlled by them will ensure fair operation in accordance with the principles of marketization and fair price, and perform decision-making approval procedures in accordance with applicable laws and the Articles of Association.

9. Each party guarantees that it will not occupy the funds of XX Company in any form.

10. After the completion of this transaction, all parties promise to urge XX Company to standardize its operation in its daily operation, establish a clear and reasonable internal control system and perfect financial accounting management system, strengthen internal control management, perform corresponding decision-making approval procedures in strict accordance with applicable laws and articles of association, and constantly improve its corporate governance structure and standardize its operation.

1 1. After the completion of this transaction, all parties promise to continue to give strong support to XX Company in terms of market expansion, brand building, resource integration and personnel training.

(II) Party B and Party C make the following further statements, warranties and commitments to XX:

1. As far as this transaction is concerned, all written documents and materials provided by Party B and XX Company to XX or its entrusted third-party institutions and information provided by other means such as oral and electronic transmission are true, accurate, complete and effective, and there are no omissions or false or misleading statements. Copies of written documents provided by Party B and XX Company are consistent with the original, and copies are consistent with the original.

2. As of the date of signing this Agreement, the registered capital of XX Company has been fully paid, and Party B has not withdrawn or maliciously reduced its registered capital. The equity of XX Company held by Party B is true, complete, legal and clear, and there is no mortgage, pledge, lien or other rights burden on it, and there is no ownership dispute.

3.XX Company carries out relevant business within the scope of relevant qualification license issued by the competent government department, and there is no administrative punishment or other administrative measures by the competent departments of industry and commerce, labor, environmental protection, land, taxation, water conservancy, safety supervision, etc.

4. Except for the matters that have been disclosed to XX in writing, XX Company does not have any other matters that may affect XX's decision on this transaction, such as loan, guarantee, contract being performed, breach of contract, litigation, arbitration, administrative punishment or other disputes, and there is no existing or potential debt contingent liability risk or other legal risks.

5. Except what has been disclosed to XX in writing, there is no mortgage, pledge, lien or other rights burden on any assets of XX Company, and there is no freezing, sealing up, seizure or third-party claim. And the existing mortgage, pledge, lien or other rights burden will not constitute a major adverse change referred to in this agreement.

6. Urge XX Company to improve the relevant procedures of labor employment and social security payment as soon as possible. If XX Company is punished, repaid or suffered losses as a result, as well as the labor contract and social security that did not exist before the capital increase and share expansion (subject to the industrial and commercial change registration date), the relevant responsibilities shall be borne by the original shareholders, and the new XX Company shall be borne after the capital increase and share expansion.

7. During the transition period, I promise to supervise and ensure the normal operation of XX Company. Without the written consent of XX Company, it is not allowed to make major changes to the equity, business and assets of XX Company, incur or bear any major debts, increase or allow any rights burden to be set on any assets of XX Company, and distribute profits in any form.

(III) All shareholders hereby promise that if one party violates the statement, guarantee or promise made in Article 8 of this Agreement, it will be jointly and severally liable for all losses caused to XX Company or other parties who abide by the promise.

(4) During the holding period of XX, it will give support to XX Company in financing and daily operation.

Nine. Post-investment management

(1) Each party agrees that XX Company will provide XX with the following information and materials in an acceptable form, including but not limited to:

1, annual operating report of the company;

2. Audit reports issued by qualified accounting firms (including audited accounting statements and their notes) shall be provided within three months after the end of each accounting year;

3. The company's quarterly operating report;

4. Quarterly financial statements shall be provided within 30 days after the end of each financial quarter;

5. Monthly financial statements should be provided within fifteen days after the end of each month;

6. If XX needs to provide other relevant business and financial information for its own audit purpose or to complete internal control or meet the requirements of government agencies, the company shall cooperate and provide it in time;

7. Documents or information that should be provided to shareholders according to applicable laws.

The above financial statements shall be prepared in accordance with China Accounting Standards in effect at that time.

(II) After all parties agree to increase capital and share, XX Company, as a holding subsidiary of XX, shall abide by the relevant laws and regulations of XX enterprise and the management system and regulations of state-owned enterprises.

X.confidential

Each party shall urge its agents, employees and representatives to keep confidential the confidential information of the other party learned in this transaction.

It shall be kept strictly confidential, and the above confidential information (including but not limited to interviews, answering questions or surveys, press releases or other means) shall not be disclosed without the unanimous written consent of all parties. In this agreement, "confidential information" refers to the existence and contents of this agreement, the proposed transactions in this agreement, the contents of negotiations and due diligence between the parties concerned, and information about the business, future planning, financial status, future expectations and customers of one party or its representative.

Confidential information does not include: (i) information already owned by the receiving party at the time of disclosure by the disclosing party; (ii) Information that is not known due to the misconduct of the receiving party; (iii) Information legally obtained by the receiving party through a third party; (4) Information that needs to be disclosed according to the requirements of judicial or administrative organs, but the disclosure of such information shall be negotiated by all parties in advance; (v) Disclosure to investors or potential investors of the disclosing party; Or (vi) the professional consultant of the disclosing party, provided that the professional consultant is obliged to keep any information disclosed to it confidential.

XI。 responsibility for breach of contract

(1) If one party to this agreement fails to perform its obligations, responsibilities, guarantees or commitments under this agreement, it shall be deemed as a breach of contract. Unless otherwise agreed, if either party violates this Agreement, the breaching party shall pay the observant party a penalty equivalent to the total amount of this investment, and compensate the observant party for all losses caused thereby.

(II) Under the condition that the preconditions for the transaction under this Agreement are met, one party unilaterally terminates the capital increase transaction of XX Company or any one of them, which constitutes a breach of contract, and the breaching party shall pay the observant party force majeure compensation equivalent to the investment amount of the terminated transaction.

(1) Force majeure refers to objective events that one party cannot foresee, avoid and overcome, including but not limited to war, earthquake, flood, fire and strike.

(2) If one party fails to perform any of its obligations due to force majeure, the performance time of the obligations that cannot be performed due to force majeure under this Agreement shall be extended by the same time as the delay time caused by force majeure. The party claiming to be unable to perform its obligations due to the force majeure event shall take appropriate measures to reduce or eliminate the impact of the force majeure event, and shall try to resume the performance of the obligations affected by the force majeure event in the shortest possible time. In the event of a force majeure event, either party shall not be responsible for any damage, cost increase or loss suffered by the other party due to the force majeure event.

(3) The party affected by the force majeure event shall notify it within 10 working days after the force majeure event.

X's liquidated damages, and compensate all losses caused to Party A therefrom.

Other parties shall provide evidence that they can obtain. During the event of force majeure, each party shall continue to perform all aspects of this agreement, except those that cannot be performed due to force majeure. If the duration of the force majeure event reaches 60 days, the parties to this agreement shall negotiate amicably. If negotiation fails within 30 days, either party has the right to terminate this agreement by written notice.

Thirteen. Notice; pay attention to

(1) This Agreement stipulates that all notices or written communications sent by either party to the other party shall be delivered to the other party by fax, express delivery, e-mail or hand-delivered. If the notice or communication under this Agreement is sent by fax, the date of sending the fax (1 working day after the sending date if the sending date is not a working day) shall be the receiving date; If it is sent by courier, the third day after the courier arrives at the courier service company shall be the date of receipt; If it is sent by e-mail, the successful date of sending the mail is the receiving date (if the sending date is not a working day, it is the 1 working day after the sending date); If delivered by hand, the date of receipt shall prevail.

(2) All notices and communications shall be sent to the following relevant addresses, or other receiving addresses notified by either party to the other party in writing. If one party fails to notify the other party in writing in time after changing its address, it shall be deemed that the other party has delivered the relevant documents to the other party's original address before the formal notice.

1、XX

Contact person:

Address:

Postal code:

Telephone:

Fax:

E-mail:

2、

Address:

Postal code:

Telephone:

Fax:

E-mail:

3、

Contact person:

Address:

Postal code:

Telephone:

Fax:

E-mail:

4、

Contact person:

Address:

Postal code:

Telephone:

Fax:

E-mail:

5、

Contact person:

Address:

Postal code:

Telephone:

Fax:

E-mail:

6、

Contact person:

Address:

Postal code:

Telephone:

Fax:

E-mail:

7.XX Company

Address:

Postal code:

Telephone:

Fax:

E-mail:

Fourteen Law application and dispute settlement

(1) The signing, interpretation and performance of this Agreement shall be governed by the laws of People's Republic of China (PRC).

(2) Any dispute arising from or related to this Agreement shall be settled by all parties through friendly negotiation; If negotiation fails, either party may submit the dispute to the people's court where Party A is located for litigation.

Fifteen. Entry into force and others

(1) Inheritance and transfer. Unless otherwise agreed in this Agreement, neither party may assign this Agreement or any of its rights and obligations under this Agreement without the prior written consent of other parties.

(2) separability. If any clause in this agreement is judged to be illegal, invalid or unenforceable, all parties agree to implement the clause to the greatest extent possible to realize their intentions, and the validity, legality and enforceability of all other clauses in this agreement will not be impaired in any way. If it is necessary to make the parties' expression of will take effect, the parties will negotiate in good faith to amend the agreement and replace the unenforceable words with words as close as possible to the above expression of will.

(3) Modification and supplement. This Agreement can only be amended or supplemented by written documents signed by all parties, which constitute an integral part of this Agreement and have the same legal effect as this Agreement.

(4) give up. If either party gives up investigating the other party's breach of any responsibility or obligation under this Agreement, it shall be made in writing and signed by the party who gives up investigating, and such waiver shall not be regarded as giving up investigating the other party's future breach of this Agreement.

(V) Party B and Party C shall, according to the requirements of Party A, cooperate with and guarantee to urge the relevant signatories to cooperate with the signing and notarization procedures of this investment transaction document (if necessary), and promise to provide relevant materials required for notarization to the notary office in time, and be responsible for the authenticity, completeness, accuracy and effectiveness of their respective materials.

(VI) Both parties agree that all relevant expenses arising from notarization, registration, announcement and other procedures involved in the capital increase and share expansion transaction under this agreement shall be borne by XX Company after the capital increase and share expansion.

(VII) If either party gives up investigating the other party's breach of any responsibility or obligation under this Agreement, it shall be made in writing and signed by the party who gives up investigating, and such waiver shall not be regarded as giving up investigating the other party's future breach of this Agreement.

(VIII) The transaction documents of capital increase and share expansion constitute all agreements, memoranda and understandings reached by the parties on this capital increase and share expansion transaction, and replace all previous written and oral agreements, intention agreements and all previous communications of the parties.

(IX) This Agreement shall come into force after being signed and sealed by all parties. This Agreement is made in octuplicate, two for Party A, one for Party B, one for Party C and one for XX Company, all of which have the same legal effect. (There is no text below) Party A:

Legal representative or authorized representative of Sichuan XX Co., Ltd. (seal) (signature):

Party B:

XX (signature):

XX (signature):

XX (signature):