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.