股權代持協(xié)議英文版復習課程

1、股權代持協(xié)議英文版精品資料僅供學習與交流，如有侵權請聯(lián)系網(wǎng)站刪除 謝謝 精品資料僅供學習與交流，如有侵權請聯(lián)系網(wǎng)站刪除謝謝 Stock Holding AgreementActual 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

2、):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

3、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 partie

4、s in line with the principle of equality and voluntariness, through friendly negotiation, under the framework of the provisions of the relevant laws of Peoples Republic of China, Party A entrusts Party B to hold 00% of the shares of the Target Corp (hereinafter referred to as Shareholding Entrustmen

5、t, 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 memb

6、er 2 of 00%, Party B member 3 of 00%) ,related matters reached the following agreement:The definition of Shareholding EntrustmentIn 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

7、 the name of Party B on behalf of Party A.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 As wishes, and Party A actually enjoys equity income.According to this agreement, Party A entrusts Party B in Party Bs name

8、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 shareholders rights of company law and the articles of association of the company; take or pay related pro

9、fit and investment; legal documents signed by the name of the shareholder.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 Peoples Courts interpret

10、ation o the company law (III).Entrustment sharesEntrustment 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.Entrustment shares will be registered by the name of Party B thr

11、ough the process of business registration and shall be held by Party B in the name of Party B externally.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

12、.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.Right of Share IncomeParty A has the right to the entrust

13、ment shares, such as the share income and supervision right under the holding of the shares.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.Other shareholders ri

14、ghtsIn addition to the aforesaid share income, Party B, as a nominal shareholder, shall perform the legal rights of the shareholders in accordance with Party As wishes.Party B, as a nominal shareholder, needs to exercise the legitimate rights of shareholders under the company law according to Party

15、As 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.The statement and commitment of Party AParty A pr

16、omises that it will have lawful and complete rights to the holding shares, including no pledge, guarantee and other rights defects.If there are any defects of rights such as pledge and guarantee, the legal liability, economic compensation and economic loss caused by the shares actually owned by Part

17、y A shall be borne by Party A itself.Party A has the right to actually enjoy the share income from the share holding profits, or to have the final decision on the specific disposal of the share income.Party A has the right to dispose of the shares in accordance with its own wishes, including transfe

18、r, pledge and so on. Party B shall, in accordance with Party As wishes, cooperate with Party A to complete the corresponding disposal of the holding shares.Party A promises to bear the economic loss and legal responsibility of Party Bs actions to exercise shareholders rights in accordance with Party

19、 As wishes.All taxes generated during the dealing with Party As authorization handling of affairs, shall be taken by Party A; the costs caused by holding shares on behalf of Party A (including but not limited to: cost of handling the transfer of shares in the registration offices, tax arising from s

20、tock dividends etc.) will be borne by the Party A.Party A promises that when Party B holds such shares and exercises related rights, Party A shall bear all the investment risks and business risks of Party B based on this Agreement.Party Bs Statement and CommitmentParty B undertakes that it will lega

21、lly execute the act on behalf of the Party A in accordance with the relevant provisions of this Agreement and Party As wishes or instructions, so as to protect and realize the legitimate rights and interests of Party A to the holding shares.Party B has the right to exercise shareholders rights exter

22、nally within the company law and the framework of the companys articles of association, in accordance with the wishes of Party A.Without the prior written consent of Party A, Party B shall not delegate or transfer the whole or part of the shares under this agreement.Prior to exercise the rights of s

23、hareholders, Party B should maintain full communication with Party A and understand the real intention of Party As actual investor.Party B shall exercise the rights of shareholders or perform shareholder obligations according to Party As wishes and instructions, whose economic profit and loss and le

24、gal liability shall be borne by Party A.ConfidentialityThe parties and witnesses of the agreement shall keep the whole contents of this agreement, including the holding of shares, to be confidential.Jurisdiction and Dispute SettlementThe agreement and the relevant legal relations are explained by th

25、e relevant laws of the Peoples Republic of China and are governed by them.Any dispute arising from the entrustment of this Agreement shall be settled by friendly negotiation. If it fails to negotiate, it shall be brought to a lawsuit by the Peoples Court of aaaa.OtherThe agreement is composed of four copies, and each member of the Party A and B shall h