股权代持协议英文版
Stock Holding Agreement
Actual contributor (Party A):
Nationality:
ID number.
Nominal shareholders (Party B member 1):
Nationality:
ID number:
Nominal shareholders (Party B member 2):
Nationality:
ID number:
Nominal shareholders (Party B member 3):
Nationality:
ID number:
Commercial enterprises , registration number
(Hereinafter referred to as Target Corp) is legally established and maintained according to Chinese law. The registered capital of the company is CNY 0,000,000. Now party A actually accounts for 00% of the registered capital of the company; Party B member 1 actually accounts for 00% of the registered capital of the company; Party B member 2 actually accounts for 00% of the registered capital of the company; Party B member 3 actually accounts for 00% of the registered capital of the company.
Based on the above facts, both parties in line with the principle of equality and voluntariness, through friendly negotiation, under the framework of the provisions of the relevant laws of People's Republic of China, Party A entrusts Party B to hold 00% of the shares of the Target Corp (hereinafter referred to as "Shareholding Entrustment", Party B member 1 of 00%, Party B member 2 of 00%, Party B member 3 of 00%), plus Party B actually have 00% shares (of which Party B member 1 of 00%, Party B member 2 of 00%, Party B member 3 of 00%), to achieve Party B nominal total holding 00% of the shares (Party B member 1 of 00%, Party B member 2 of 00%, Party B member 3 of 00%) ,related matters reached the following agreement:
I. The definition of Shareholding Entrustment
1.1 In order to clear the ownership of the holding shares, Party A and Party B confirm that the shares are actually owned and invested by Party A, and Party B shall hold it in the name of Party B on behalf of Party A.
1.2 Party B, in its own name, acts as an agent for Party A to hold shares, and exercises the rights of shareholders on the basis of Party A's wishes, and Party A actually enjoys equity income.
1.3 According to this agreement, Party A entrusts Party B in Party B’s name to exercise shareholders' rights include: named in the list of shareholders; participate in the meeting of shareholders and exercise the voting rights in accordance with Party A’s will; exercise shareholder's rights of company law and the articles of association of the company; take or pay related profit and investment; legal documents signed by the name of the shareholder.
1.4 The shareholding entrustment can be understood as a similar legal concept such as anonymous shareholders and anonymous agents, but all of them need to comply with the relevant provisions of the Supreme People's Court's interpretation of ‘the company law (III)’.
II. Entrustment shares
2.1 Entrustment shares: Party A owns some share of Target Corp -- 00% of the share interest, and the amount of investment is CNY 0,000,000, treated as entrustment shares through this agreement.
2.2 Entrustment shares will be registered by the name of Party B through the process of business registration and shall be held by Party B in the name of Party B externally.
2.3 Party A is the actual holder of shares, Party B as a nominal shareholder, only for the purpose of holding, need not to pay the related equity transfer payment in the business registration process.
2.4 Party B under this Agreement, shall be holding shares in accordance with the wishes of Party A, transfer, pledge, increase and reduction of capital under the name of its holding shares are prohbited to Party B without instructions of Party A.
III. Right of Share Income
3.1 Party A has the right to the entrustment shares, such as the share income and supervision right under the holding of the shares.
3.2 Party B shall exercise the right to vote for profit distribution in the name of the shareholders in accordance with the true meaning or instruction of Party A in the shareholders meeting.
IV. Other shareholders' rights
4.1 In addition to the aforesaid share income, Party B, as a nominal shareholder, shall perform the legal rights of the shareholders in accordance with Party A's wishes.
4.2 Party B, as a nominal shareholder, needs to exercise the legitimate rights of shareholders under the company law according to Party A's wishes, including participating in shareholders' meetings, exercising voting rights, dispatching board members, signing resolutions of shareholders' meetings, exercising shareholders' right to learn the truth and participating in shareholder lawsuits.
V. The statement and commitment of Party A