Equity Investment Agreement - Practical Edition

Equity Investment Agreement - Practical Edition

Party A:

address:

Legal representative:

Party B:

address:

Party A and Party B, in accordance with the relevant laws and regulations of the People's Republic of China, have reached this agreement on the related matters of Party B's investment in Party A through friendly consultation and in accordance with the will of equality, mutual benefit and friendly cooperation, and solemnly declare that they will abide by:

1. Party A agrees that Party B shall inject capital into Party A.

2. Subscription of newly issued shares

1. The parties agree that Party B subscribes for the newly issued shares of Party A × × × million shares, and the issue price per share is RMB × × × yuan. Party B contributes by monetary funds, and the total capital contribution is RMB × × × million.

2. The parties agree that Party A shall provide Party B with the resolutions of the Board of Directors, the resolutions of the shareholders' meeting, the revised Articles of Association or the amendments to the Articles of Association related to the equity investment, and Party B shall pay all of the XX working days approved by Party B in writing. Capital contribution, namely RMB × × × million.

3. The parties agree that Party A’s company account is:

Account Name:

Bank Account:

Bank: ×××Bank ×××Sub-branch

4. The parties agree that after Party B has paid the capital contribution of RMB×××10,000 yuan, Party B’s capital contribution obligations under this Agreement will be completed.

5. The parties agree that Party B's contribution to Party A is only for normal business needs (mainly used for ×××), supplementary liquidity or other purposes approved by the company's board of directors, and may not be used for repayment of company or shareholder debt and other purposes. It may not be used for non-operating expenses or other operating expenses that are not related to the company's main business; it may not be used for entrusted wealth management or entrusted loans.

Third, change registration procedures

1. The parties agree that Party A shall entrust a qualified accounting firm to verify the capital contribution of Party B and issue a corresponding capital verification report, and shall issue and deliver the company's capital contribution certificate to Party B according to the capital verification report. Party B shall be registered as a company shareholder in the company's register of shareholders. Party A is responsible for handling the corresponding procedures for changing the industrial and commercial registration.

2. Party A undertakes to complete the corresponding company capital verification and industrial and commercial change registration procedures within XX days from the date when Party B will pay the capital contribution to Party A's account.

3. Party A shall bear the expenses for handling the registration of industrial and commercial changes or the formalities for filing.

4. The parties agree that after the completion of this equity investment, Party B has the following rights:

1. If Party A's profit in the current year does not reach RMB XXXX million, Party A shall not distribute profits without the written approval of Party B.

2. When Party A realizes the distribution of profits in the same year, Party B has the right to receive the dividend of XXXX million (the original equity investment of Party B is RMB × × × million).

3. After Party A's capital increase and share expansion, Party B has the right to subscribe in priority according to its shareholding ratio, and the price, terms and conditions of subscription are the same as other new investors.

4. After the investment is completed, Party A's board of directors shall not exceed XX. Party B has the right to nominate one company director of Party A (and Party Secretary's secretary). The parties agree to vote in the relevant shareholders' meeting and the board of directors. The nominee of Party B shall be the director of the company and the secretary of the board of directors. Party A shall change the procedures for the change of directors and board secretary at the same time as the change of business license.

5. If the new investor's final investment price or cost is lower than the investment price or cost of Party B of this agreement according to certain agreements or arrangements, Party A shall return the difference between them to Party B, or the original shareholder shall transfer the holding amount without compensation. Part of the shares of the company to Party B until the investment price of Party B of this agreement is the same as the investment price of the new investor.

6. After the completion of the investment, if Party A gives any shareholders (including the newly introduced investors) the rights superior to the rights enjoyed by Party B of this agreement, Party B will automatically enjoy such rights.

7. If the original shareholder of Party A transfers its shares to a third party with the written consent of Party B, Party B may purchase the shares to be sold by the original shareholder according to the same terms and conditions as the third party gives; or the same terms and conditions as given by the third party. The shares were jointly sold according to the shareholding ratio of the original shareholder and Party B at that time. If Party B chooses the same terms and conditions and sells the shares to the same transferee in proportion to the original shareholder, the original shareholder shall ensure that the transferee preferentially purchases the shares of Party B.

8. After the completion of the investment, Party B shall enjoy the right to know and supervise the management of Party A during the period of holding Party A's equity, and Party B shall have the right to obtain the information and materials of Party A's financial, management, operation, market or other aspects. Party B shall provide Party A with the following information on time:

(1) Provide Party A's monthly management account, including income statement, balance sheet and cash flow statement, within 15 days from the last day of each calendar month.

(2) Within 30 days from the last day of each calendar quarter, provide Party A's monthly consolidated management account, including income statement, balance sheet and cash flow statement.

(3) Within 45 days from the last day of each calendar year, provide Party A's annual consolidated management account, including income statement, balance sheet and cash flow statement.

(4) Provide Party A's annual consolidated audit account within 120 days from the last day of each calendar year.

9. If all the foreign investment plans and internal new investment projects of Party A are above RMB 1 million, Party B's written consent is required.

V. Guarantee and commitment

1. The parties warrant that all documents and documents provided by them for the signing of this Agreement are true, valid and complete.

2. Party A guarantees that the original shareholders of Party A shall not be established separately or participate in the establishment of new production in any form (including but not limited to shareholders, partners, directors, supervisors, managers, employees, agents, consultants, etc.). Similar products or other business entities associated with the company's business, as a company shareholder of the management, may not work part-time in other companies, regardless of the business in which the business is engaged.

3. Party B guarantees that the equity investment fund is its own fund, the source is true and legal, and it is promised to be responsible for the authenticity of the source of funds. If there is any falsehood, it is willing to bear the corresponding legal responsibility.

VI. Breach of contract and its responsibility

1. After the entry into force of this Agreement, each party shall perform its obligations and agreements in a comprehensive, appropriate and timely manner in accordance with the provisions of this Agreement. If any party to this Agreement violates the terms of this Agreement, it shall constitute a breach of contract.

2. The parties agree that, except as otherwise agreed in this Agreement, the liquidated damages for this Agreement shall be 10% of the total investment of the Investor, ie RMB × × × 10,000.

3. In the event of a breach of contract, the defaulting party shall pay the breaching party liquidated damages and compensate the loss caused by the breaching party.

7. Alteration, dissolution and termination of the agreement

1. Any modification or change of this Agreement shall be subject to negotiation by the parties to the agreement, and the written agreement shall be signed jointly with the amendment or change.

2. This Agreement is released in the following circumstances:

(1) by the parties concerned by consensus;

(2) If either party breaches the contract and does not correct it within XX days from the date of the written notice of the request for correction, or the cumulative two or more breaches, the observant party has the right to unilaterally terminate this agreement.

(3) This agreement cannot be performed due to force majeure.

3. The party who proposes to terminate the agreement shall notify the other parties in writing, and the notice shall take effect when it reaches the other parties.

Eight, dispute resolution

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

2. All disputes arising from the implementation of this Agreement by the parties shall be settled through friendly negotiation between the two parties. If the negotiation fails, either party may choose to file a lawsuit in the people's court where the agreement is signed.

IX. Effectiveness of the agreement and other

1. If the agreement is not completed, the parties may sign additional documents, which are an inseparable whole and have the same legal effect as this agreement.

2. This Agreement is established and effective after it has been signed and sealed by all parties. This Agreement is written in Chinese, in one copy, each party holds each share, and each share has the same legal effect.

3. The place of signing this agreement is ×××.

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The parties to the agreement sign: