股东协议(英文 )
Shareholders ' Cooperation Agreement
Party A: YiFan Wu
Address: No. , ******** Road, ******** City, ********
Province Tel: **********
Party B: YeChen Zhang
Address: No. , ******** Road, ******** City, ********
Province Tel: **********
Party C:ZiLE Wang
Address: No. , ******** Road, ******** City, ********
Province Tel: **********
Party D:KaiFeng Tang
Address: No. , ******** Road, ******** City, ********
Province Tel: **********
According to principles of equality and mutual benefit , complementary advantages , and win - win cooperation, Four parties have reached a cooperation agreement on th e establishment and capital contributions of the joint venture company as follows: Article 1: Name, business scope, registered address, and corporate form of the join t venture company.
1. Name: ********** Co., Ltd
2. Business scope：Tire service (authorized scope of the Administration for industry and commerce is as the criterion)
3. Registered address: Toronto, Canada
4. Corporate form: limited liability company
5. Operating period: 50 years, three parties negotiate the renewal 6 months before t he expiration of the operating period, and apply to the Administration for industry an d commerce for extension.
Article 2: Registered capital, proportion and form of capital contribution.
1. Registered capital is 250 thousand Cad.
2. proportion and form of capital contribution:
All four parties contribute in monetary form，Among which，party A contributes in RMB amounting to 120 thousand Cad, and holds 40% of the shares;
party B contributes in RMB amounting to 30 thousand Cad, and holds 20% of the shares;
party C contributes in RMB amounting to 50 thousand Cad, and holds 20% of the
shares;
party D contributes in RMB amounting to 50 thousand Cad, and holds 20% of the shares;
3. Time limit of capital contribution: Each party shall pay in full amount at one time within 7 days after the provisional account is opened. The capital will be deposited in the bank verification account, and then we employ statutory capital verification agency to assess capital and provide capital verification report.
Article 3： Organization structure of the joint venture company to be established. 1.Board of directors will be set up after the company is established, including 4 direct ors, of which, party A and party B reside in the company and are responsible for the daily affairs management, party C and party D work two days a week and are responsible for assistive work. Four people do not receive extra wage compensation.
2. Party A as chairman of the board; party B as general manager;
A financial manager and a supervisor are needed, both appointed by four.
3.The company to be established practices general manager's responsibility system u nder the leadership of the board of directors. The chairman is responsible for the ad ministration of the company. And he owns company operating autonomy, command
of business, and personnel management.
4. However, the following decisions shall be made in accordance with the principles of voting, including but not limited to: annual objectives, financial expenses, disposition of property and the handling of any controversial matters. More than 50% of the shares of shareholders voting unanimously, as vote passed.
Article 4: Rights and Obligations of Shareholders.
1. the shareholders enjoy the profits and undertake risks according to the actual proportion of equity. If the company expands its business on the original basis or need additional investment for other reasons, the parties shall be obliged to make additional capital contribution in accordance with the above proportion of equity.
2. the company operation profit is first used to recover the investment of the shareholders. On the basis of recovering the investment, the distributable base of each shareholder is the( )% of after-tax profits for the company of the current year, and the remaining( )% is used to expand reproduction. Each year before January 31, the company shall distribute 50% of allocation bases which can be allocated of the previous year, and complete the remaining distribution before July 31st.
Article 5: the withdrawal and transfer of equity.
1. as long as it leads to the consensus, equity can freely transfer among the four shareholders.
2. the shareholders transferred equity to other shareholders other than the original shareholders, must be unanimously agreed by other shareholders.
Article 6:Liability for breach of contract.
1. the parties shall not leak any trade secrets in the process of cooperation to other people. Otherwise, the breach party shall compensate for the loss of the company which caused by this, the minimum liquidated damages is 100 thousand Cad；if the actual loss is more than 100 thousand Cad, to calculate the amount of compensation based on two times of the actual loss compensation.
2. The parties shall not engage in business (directly or indirectly) with the same or similar nature of the company's business. Once verified, the breach party shall bear at least 100 thousand Cad of liquidated damages to the other shareholders; if causing more than 100 thousand Cad economic losses to other shareholders, the other shareholders can claim rights of two times of the actual loss.
3.Notwithstanding any other provision of this Contract, neither Party shall be liable t o the other Party for damages for loss of revenues or profits, loss of goodwill or any i ndirect or consequential damages in connection with the performance or non-perfor mance of this Contract.
Article 7: Consequences of Force Majeure
1.if an event of Force Majeure occurs, a Party’s contractual obligations affected by su ch an event under this Contract shall be suspended during the period of delay caused by the Force Majeure and shall be automatically extended, without penalty, for a per iod equal to such suspension.
2.The Party claiming Force Majeure shall promptly inform the other Parties in writing and shall furnish within [fifteen (15)] days thereafter sufficient proof of the occurrenc e and duration of such Force Majeure. The Party claiming Force Majeure shall also us
e all reasonable endeavours to terminate the Force Majeure.
3. In the event of Force Majeure, the Parties shall immediately consult with each oth er in order to find an equitable solution and shall use all reasonable endeavours to m inimize the consequences of such Force Majeure.
Article 8：Settlement of Disputes
1.In the event of any dispute, controversy or claim (collectively, dispute) arising out o
f or relatin
g to this Contract, or the breach, termination or invalidity hereof, the Parti es shall attempt in the first instance to resolve suc
h dispute through friendly consulta tions.
2.When any dispute occurs and is the subject of friendly consultations or arbitration, the Parties shall continue to exercise their remaining respective rights and fulfil their remaining respective obligations under this Contract, except in respect of those matt ers under dispute.
3.If any dispute is not resolved by friendly consultations within [sixty (60)] days after the date such consultations were first requested by a Party, then any Party may subm it the dispute for arbitration in [Canada] before the [Canada International Arbitration Centre] in accordance with its rules of arbitration procedure.
4.The validity, interpretation and implementation of this Contract shall be governed b y the laws of Canada.
Article 9 Other
1.This agreement has 4 copies of the same legal effect, each party holds one copy.
2.This agreement comes into force at the moment that all parties sign it.
3.This Contract is made for the benefit of the Parties hereto and their respective lawf ul successors and assignees and is legally binding on them. The invalidity of any provi sion of this Contract shall not affect the validity of any other provision of this Contrac t.
4.This Contract shall not be changed verbally, but only by a written instrument signed by the Parties.
5.Failure or delay on the part of any of the Parties hereto to exercise a right under thi s Contract shall not operate as a waiver thereof, nor shall any single or partial exercis
e o
f such a right preclude any other future exercise thereof.
6.The Schedules and Annexes hereto are made an integral part of this Contract and ar
e equally binding with the main body o
f the Contract. In the event of any conflict bet ween the terms and provisions of the main body of the Contract and the Schedules o r Annexes, the terms and provisions of the main body of this Contract shall prevail.
7.This agreement is signed on No text below.
Party A (signature):
Party B (signature):
Party C (signature):
Party D (signature):