Investment Cooperation Framework Agreement

Investment Cooperation Framework Agreement

This Investment Cooperation Framework Agreement (the Agreement) is signed by the following three parties in [ ] [ ] [ ] [ ] in the People's Republic of China ( China ) Guangdong Province [ ] City:

(1) Party A: [Proposed listed company]

Registered address:

(2) Party B: [investor]

Registered address:

(3) Party C: [controlling shareholder or actual controller]

Registered address:

The above three parties are collectively referred to as "the parties."

In view of:

1 Party A is a company limited by shares established under the laws of the People's Republic of China with a registered capital of RMB [ ] 10,000 yuan and legal representatives: [ ]. The business scope is: [ ] (excluding state-owned franchised goods);

2 Party B is a company established under the laws of the PRC;

3 Party C is a limited company established under the laws of the PRC. Party C is the controlling shareholder of Party A and holds []% of the equity of Party A;

4 Party B intends to increase the capital of Party A by cash [ ] 10,000 yuan (Party B's capital increase), and Party A will purchase Party C's quality assets through additional shares, cash acquisition or a combination of the two methods (Injecting assets ") After the completion of the above transaction, all parties will jointly carry out related business and asset reorganization of Party A, and realize the initial public offering of shares and listing ("IPO" or "listing") of Party A at the time of maturity. purpose;

5 The capital increase of Party B and the injection of assets by Party C may be different links. The parties will negotiate and determine the mode and time when implementing.

To this end, after friendly consultations between the parties, the agreement was reached as follows:

I. Transaction overview

1.1 Party B intends to invest RMB [ ] million yuan to invest in Party A in the form of increasing registered capital (capital increase). The first capital increase was RMB [] million, which was put in place within 14 working days after the parties signed the formal capital increase agreement (the estimated time is [ ], and the first [ ] million is in place within 7 working days. The second [] million yuan will be in place within the remaining 7 working days); the remaining 25 million yuan of capital increase time will be determined by the parties according to the progress of the work related to the injection of assets by Party C (it is expected to be no later than [ ]).

1.2 Party C will select its high-quality business assets to be injected into Party A to achieve Party A's expansion and strength. The scope, price and injection method of the assets injected by Party C shall be determined by the parties based on the results of the asset assessment and the approval of the competent authorities of the government. Party C initially plans to inject all [ ]% of its [ ] GG Limited into Party A and inject more quality assets into Party A at an appropriate time in the future.

1.3 After Party B completes its capital increase under this agreement and Party C completes GG equity injection, Party A's total assets are expected to reach RMB [] billion, and Party B will hold approximately 30% of Party A's equity.

1.4 The parties agree that after completing the above-mentioned capital increase by Party B and capital injection by Party C, the best efforts will be made to prompt Party A to realize Party A's listing on domestic and foreign stock exchanges after [ ] years.

Second, the transaction arrangement

2.1 Party B's due diligence

After the signing of this agreement, Party B will (self-employed or hire an intermediary) conduct due diligence on matters such as the financial status, legal affairs and business potential of the assets injected into Party A and Party C. Party A and Party C shall cooperate with Party B's due diligence and provide the information and documents required by Party B to complete the due diligence, but Party B shall guarantee the confidentiality of the information and documents provided by Party A and/or Party C.

2.2 Transaction details consultation

After the signing of this Agreement, each party shall immediately negotiate the specific details of the transaction under this Agreement and strive to reach a formal trading agreement within the exclusive period (as defined below). Transaction details include but are not limited to:

(1) The specific time for Party B to increase its capital;

(2) The scope and specific time for Party C to inject assets;

(3) Safeguard measures for Party B's investment security;

(4) Party A's corporate governance, profit distribution and other matters after Party B's capital increase;

(5) After Party A completes the capital increase of Party B and the subsequent capital increase and share expansion before listing;

(6) Other related matters that the parties believe should be negotiated.

2.3 Official transaction documents

After Party B completes the due diligence and is satisfied with the results of the investigation, and the parties have reached an agreement on the details of the transaction, the parties sign a formal legally binding transaction document to agree on the specific matters of the transaction under this agreement.

Third, other matters

3.1 Exclusivity

Within [ ] days (the exclusive period) from the date of signing this Agreement, Party B shall have the exclusive exclusive right to negotiate and negotiate with Party A and Party C regarding the transactions under this Agreement. During the exclusive period, Party A and Party C shall not negotiate with any investor other than Party B the same or similar matters as the transactions under this Agreement, unless Party B informs Party A and Party C to terminate the transaction during this period. Or Party B is not satisfied with the results of the due diligence.

3.2 Confidentiality

Each party shall keep this agreement confidential and shall not disclose the contents of this agreement to any unrelated third parties, but the disclosures made by the parties to the intermediary agencies employed by them for the transactions under this agreement, or for the performance of approval by one party. Except for disclosures made to the competent authorities in the formalities (at this time, the disclosing party shall ensure that the party that accepts the information disclosure fulfills its confidentiality obligations).

3.3 transaction costs

Unless otherwise agreed, the parties shall bear all costs incurred in performing their transactions under this Agreement.

3.4 Agreement validity period

If, on the expiration of the exclusive period, the parties have not reached an agreement on the transaction under this agreement and signed a formal transaction document, this agreement will automatically terminate unless otherwise agreed at that time.

3.5 Unfinished matters

If there are any unfinished matters, the parties shall resolve the dispute through negotiation and sign a supplementary agreement on the basis of consensus.

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The parties agree and accept the above terms:

Party A: [ ] (official seal)

Authorized representative to sign: ___________________

Name: [ ]

Position: [ ]

Party B: [ ] (official seal)

Authorized representative to sign: ___________________

Name: [ ]

Position: [ ]

Party C: [ ] (official seal)

Authorized representative to sign: ___________________

Name: [ ]

Position: [ ]