Founding Shareholders Agreement

Party A:, ID number:

Address:

Mobile phone number:, Email:

Party B:, ID number:

Address:

Mobile phone number:, Email:

Party C:, ID number:

Address:

Mobile phone number:, Email:

(The above party is hereinafter referred to individually as the "Founding Shareholders" or "Shareholders", and collectively as the "All Founding Shareholders" or "all shareholders" or "parties to the agreement")

All shareholders, through voluntary, equal and full consultation, jointly invest in the establishment of a company under this agreement and start the project under this agreement. Regarding relevant matters, in accordance with my country's "Company Law", "Contract Law" and other relevant legal provisions, the following agreement has been reached for all parties to abide by and implement it.

Article 1 Company and Project Overview

1.1 Company Overview

The company name is, the registered capital is RMB (the same currency below): 10,000 yuan, company The basic information of the entity such as the domicile, legal representative, business scope, and business period shall be subject to the provisions of the company's articles of association and industrial and commercial registration regulations.

1.2 Project Overview

The project is a , dedicated to , and the development vision is to become .

Article 2 Shareholder Capital Contribution and Equity Structure

2.1 After negotiation, the parties to the Equity Proportion Agreement agree on the capital contribution method, subscribed registered capital, and equity proportion distribution as follows:

Party A: Contribute cash, subscribe for a registered capital of 10,000 yuan, and hold the company's equity.

Party B: Contribute cash, subscribe for a registered capital of RMB 10,000, and hold equity in the company.

Party C: Contribute cash, subscribe for a registered capital of RMB 10,000, and hold equity in the company.

2.2 If any shareholder decides to contribute capital in the form of patents, trademarks, copyrights, real estate and other legal forms of investment, the relevant evaluation, delivery or transfer procedures should be completed in accordance with the law.

2.3 All shareholders unanimously agree to perform their capital contribution obligations on time as stipulated in the company's articles of association. Otherwise, their equity ratio will be automatically adjusted to the proportion of the actual capital contribution to the company's registered capital.

2.4 After the company's registered capital is in place, if it still cannot meet the company's capital needs, all shareholders should make additional investments according to their respective equity ratios. If they are unwilling to contribute capital, their equity ratios will be adjusted to the actual capital contribution % of the additional capital. The proportion of the company’s registered capital after investment.

Article 3 Equity Dilution

3.1 If equity needs to be transferred due to the introduction of new shareholders, the parties to the agreement will be diluted according to the equity ratio.

3.2 If the equity needs to be diluted due to financing or the establishment of an equity incentive pool, all shareholders will be diluted in proportion to their equity.

Article 4 Division of Labor

Party A: assumes responsibility and is mainly responsible.

Party B: takes charge and is mainly responsible.

Party C: takes charge and is mainly responsible.

Article 5 Voting

5.1 Professional Affairs (Non-Major Affairs)

For professional matters that shareholders are responsible for, the company implements the principle of "professional responsibility system", which is composed of The responsible shareholder presents opinions and plans. If the other shareholders have no objections, the responsible shareholder will implement them; if the other shareholders disagree and the company CEO still does not vote against, the responsible shareholders can continue to implement the plan, but the CEO should Responsible shareholders shall bear joint and several liability for the consequences of the implementation of plans proposed by shareholders.

5.2 Major matters of the company

For major matters of the company, if all shareholders cannot reach an agreement, the founding shareholders with higher voting rights of the company shall unanimously agree without harming the interests of the company. Make a decision later.

Article 6 Finance and Profit and Loss Responsibilities

6.1 Financial Management

The company shall standardize the financial and accounting systems in accordance with relevant laws, regulations and the company's articles of association, especially All fund receipts and payments must go through the company's account and be handled by the company's financial personnel. No shareholder may use company funds without authorization. .

6.2 Profit and loss distribution

The company’s profit distribution shall be in accordance with the company’s articles of association.

6.3 Bearing losses

The company shall bear liability for the company's debts with all its property. All shareholders shall bear limited liability for the company's debts to the extent of their respective capital contributions.

Article 7 Equity Maturity and Repurchase

7.1 All shareholders agree that the company equity they hold will mature year by month from the date of signing this agreement. Mature 100 years old.

7.2 Immature equity still enjoys the dividend rights, voting rights and other relevant shareholder rights of shareholders, but cannot carry out any form of equity disposal.

7.3 If any of the following circumstances occurs, any shareholder shall transfer its immature shares at a price of one yuan (if the law has other mandatory provisions on the minimum price for transfer, such provisions shall apply) The equity is transferred to the remaining shareholders according to their respective shareholding ratios:

7.3.1 Those who voluntarily resign from the company;

7.3.2 Those who are unable to perform their duties due to their own reasons;

7.3.3 Dismissal due to intentional or gross negligence;

7.3.4 Violation of the non-compete obligations stipulated in this agreement.

7.4 If the equity of any shareholder is divided before the maturity of the marriage relationship due to the dissolution of the marriage relationship, or the equity is inherited, or is deemed to be incapacitated, refer to the above paragraph 7.3.

7.5 Repurchase

If any of the circumstances agreed in Section 7.3 above occurs, the remaining shareholders have the right to require the shareholders who have such circumstances to purchase the funds at the valuation of the latest round of new financing. At a price of value, the mature equity will be transferred according to the proportion of the remaining shareholders' respective equity interests. If all or part of the remaining shareholders decide to exercise their rights under this article, the shareholders in such circumstances shall perform their capital contribution obligations in accordance with the company's articles of association and cooperate unconditionally.

Article 8 Equity Lock-up and Disposal

8.1 Equity Lock-up

In order to ensure the stability of the entrepreneurial project, all shareholders unanimously agree: the company will be public for the first time in the qualified capital market Before issuing shares or applying for shares to be listed on the National Equities Exchange and Quotations for public transfer, any party may not transfer, donate, pledge, trust or otherwise transfer the shares to anyone outside this agreement without the unanimous consent of other shareholders. Dispose of the company equity held by it or set up third party rights on it.

8.2 Equity Transfer

If any shareholder needs to transfer mature equity to an external party without withdrawing from the company, the remaining shareholders will have priority in the transfer in proportion to the equity held. ; If it is indeed necessary to transfer to a third party, the third party should obtain the unanimous approval of the other shareholders, and its support and contribution to the project should not be less than that of the transferor.

8.3 Equity Split

During the existence of the entrepreneurial project, if any shareholder gets divorced and his or her mature equity is deemed to be joint property of the spouses, his or her spouse cannot obtain the status of a shareholder. The mature equity shall be submitted to the evaluation agency designated by the company for evaluation (the evaluation fee shall be borne by the shareholder), and the shareholder shall distribute compensation to his or her spouse. Otherwise, all or part of the remaining shareholders shall have the right to compensate their spouse on their behalf. And obtain the corresponding proportion of equity in proportion to the compensation amount.

8.4 Equity Inheritance

8.4.1 All shareholders unanimously agree that in this agreement and the company's articles of association, if any shareholder dies during the existence of the entrepreneurial project, his heirs cannot inherit the shareholder's equity. Qualification status, only the property rights and interests of shareholders will be inherited; for the mature equity inheritance property rights, they will be submitted to the appraisal agency designated by the company for evaluation (the appraisal fee will be borne by the company), and all or part of the remaining shareholders have the right to transfer according to the appraisal price, and the assets will be transferred according to the appraisal price. The shareholder's heirs shall obtain a corresponding proportion of the equity in proportion to the transfer amount paid to the shareholder's heirs.

8.4.2 Immature equity shall be handled with reference to Section 7.3 of this Agreement.

Article 9 Introduction of non-investor shareholders

If non-investor shareholders need to be introduced due to project development, the following conditions must be met:

(1) The shareholder's professional skills are complementary and not overlapping with those of the existing shareholders;

(2) The shareholder must be unanimously approved by all shareholders;

(3) The proportion of equity to be transferred shall be determined by all shareholders Unanimous resolution of shareholders;

(4) The shareholder recognizes the terms of this agreement.

Article 10 Withdrawal of Shareholders

The founding shareholders may withdraw only with the unanimous consent of the remaining shareholders. Their mature equity shall be fully transferred to The company's existing shareholders or a third party unanimously recognized by the remaining shareholders.

Article 11 Concerted Action

11.1 After the company introduces investor shareholders, all parties to the agreement shall make the same voting decision when it comes to the following resolution matters:

11.1.1 The company’s development plan, business plan, and investment plan;

11.1.2 The company’s financial budget and final account plan, profit and loss distribution and compensation plan;

11.1.3 Modify the company Articles of Association, increase or decrease the company's registered capital, change the company's organizational form or main business;

11.1.4 Formulate, approve or implement any equity incentive plan;

11.1.5 Board size expansion or reduction;

11.1.6 Appointment or dismissal of the company’s financial director;

11.1.7 Company merger, division, acquisition, reorganization, liquidation, dissolution, termination of company business ;

11.1.8 Other important matters considered by all shareholders.

11.2 If all shareholders cannot reach a consensus, the remaining shareholders should make the same voting decision as the CEO.

Article 12 Full-time Work

The parties to the agreement guarantee each other that from the date of signing this agreement, they will devote themselves fully to the operation and management of the company and will no longer have any other business or work relationship.

Article 13: Non-competition, restrictions and solicitation

13.1 The parties to the agreement mutually guarantee that during the period of employment and within one year after resignation, they shall not engage in self-employment, cooperation, investment, or other activities. Engage, operate for others, or engage in any behavior that provides products or services that are the same as, similar to, or competitive with the company's.

13.2 If any shareholder violates the above agreement, the benefits obtained will belong to the company free of charge. If he throws away the company's equity, the mature equity should be transferred to the company at a price of one yuan (as specified by law). If there are other mandatory provisions on the minimum price for transfer, such provisions shall prevail) and be transferred to the remaining shareholders.

13.3 The parties to the agreement mutually guarantee that within 2 years from the date of resignation, they will not induce or hire employees who are employed by the company on the date of signing this agreement and thereafter without the written consent of other shareholders of the company. and guarantee that its affiliates will not engage in the above conduct.

Article 14 Project Termination, Company Liquidation

14.1 If the project is terminated due to force majeure factors such as government, laws, policies, etc., the parties to the agreement will not bear legal liability to each other.

14.2 The company's operations can be terminated upon approval by a vote of all shareholders, and the parties to the agreement will not bear legal liability to each other.

14.3 After the termination of this agreement:

14.3.1 All shareholders *** will liquidate the company together, and a neutral party can be hired to participate in the liquidation if necessary.

14.3.2 If there is a surplus after liquidation, all shareholders must pay off all debts of the company before they can request the return of their capital contribution, and the remaining property will be distributed in proportion to their capital contribution.

14.3.3 If there are losses after liquidation and all shareholders decide not to go bankrupt, the parties to the agreement will share the losses in proportion to their capital contributions.

Article 15 Binding Force

This agreement is the true expression of intention of all shareholders. If it is inconsistent with the company's articles of association and amendments, this agreement shall apply to all shareholders. The agreement shall prevail.

Article 16 Liability for breach of contract

All shareholders who violate or fail to perform their obligations stipulated in this agreement and the company's articles of association shall bear liability for breach of contract to the non-defaulting party and compensate the company and the non-defaulting party. all economic losses.

Article 17 Dispute Resolution

If any dispute arises due to this agreement or this project and the negotiation fails, any shareholder has the right to file a lawsuit with the court where the company is registered.

Notice 18

The parties to the agreement unanimously confirm that the addresses, mobile phone numbers, and emails stated in this agreement are all valid contact information. The notice shall be deemed to have been delivered within 7 days from the date of issuance, and the text message or email sent shall be deemed to have been delivered from the time of issuance.

Article 19 Effectiveness and Others

19.1 This Agreement shall take effect upon signature by all parties to the Agreement.

19.2 Matters not covered above will be negotiated separately by the parties to the agreement, and the supplementary agreement reached will have the same legal effect as this agreement.

19.3 This agreement is made in quadruplicate. Each party to the agreement holds one copy. After the company is established, one copy will be reported to the company for filing. Each copy has the same legal effect.

(The following part of this page is the signature column, without text)

Party A: Party B: Party C:

Signature date: month and day, 20th

Entrepreneurial enterprises refer to innovative and pioneering enterprises that are in the entrepreneurial stage and have both high growth and high risk. Entrepreneurial enterprises should focus on the combination of equity rewards and equity purchases and establish an incentive system for entrepreneurial entrepreneurs. The main way to realize the value of entrepreneurial entrepreneurs is to combine equity rewards and equity purchases. Based on the actual contributions that entrepreneurial entrepreneurs have made to the enterprise in the past, part of the net increase in state-owned or collective assets is converted into corresponding equity and rewarded to them as recognition of their value and compensation for their contribution. The incentive mechanism for core employees of entrepreneurial enterprises includes material incentives, spiritual incentives, policy incentives and work incentives.

1. Incubators and venture capital are the incubation elements for the transformation and growth of entrepreneurial enterprises

Both incubators and venture capital focus on entrepreneurial enterprises, and incubators and venture capital invest in entrepreneurial enterprises. , value is realized through incubating enterprises. Incubators and venture capital have a strong consistency in their development direction. They pay attention to a startup when it is very young and nurture it until it succeeds. Whether for incubators or venture capital institutions, their value-added is achieved through the growth and expansion of entrepreneurial companies. In the era of knowledge economy, whether for entrepreneurial enterprises, incubators and venture capital, they have formed a "multi-win and mutually beneficial" strategic relationship.

2. One of the points of integration between incubators and venture capital is to create a gathering space for entrepreneurship and innovation.

Venture capital’s search for investment targets in the gathering space will reduce search time and save costs. It is easier for venture capital to find the source of innovation at a certain point and invest capital in the hope of gaining capital appreciation. In this process, it is most likely and most necessary to find an incubator to reduce search costs; incubators create an environment for entrepreneurship and innovation. , attracting various entrepreneurial targets to enter it, forming a good space and atmosphere, and the incubator will ultimately increase the value of the space and create a clustering effect.

3. The second point of integration between incubators and venture capital lies in the integration of the growth points of new industries and professional fields

Specialization is the direction of incubators and venture capital, and the development of professional fields is effective It greatly reduces operating costs and business risks. Cooperation in specialized fields can achieve complementary advantages, reduce risks for venture capital investments, and speed up incubation and improve success rates for incubators. Entrepreneurial enterprises are high-risk enterprises and face a high degree of uncertainty in the development process. In order to reduce risks, incubators and investment institutions gradually develop professionalism in the fields they engage in. Venture capital looks for the best entrepreneurial companies, and incubators can use their professional advantages and network resources to better serve incubated companies and create a good entrepreneurial environment for incubated companies.