1、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):Nationality:ID number:Commercial enterprises , registration nu
2、mber (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 regi
3、stered 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, thr
4、ough 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 Entrustment“, Party B member 1 of 00%, Party B member 2 of 00%, Party B
5、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 reache
6、d the following agreement:I. The definition of Shareholding Entrustment1.1 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,
7、 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.1.3 According to this agreement, Party A entrusts Party B in Party Bs name to exercise shareholders rights include: named
8、 in the list of shareholders; participate in the meeting of shareholders and exercise the voting rights in accordance with Party As will; exercise shareholders rights of company law and the articles of association of the company; take or pay related profit and investment; legal documents signed by t
9、he 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 Peoples Courts interpretation of the company law (III).II. Entrustm
10、ent shares2.1 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 r
11、egistration 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 Ag
12、reement, 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 Income3.1 Party A has the right to the entrustment shares,
13、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 rights4
14、.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 As wishes.4.2 Party B, as a nominal shareholder, needs to exercise the legitimate rights of shareholders under the company law according to Par
15、ty 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.V. The statement and commitment of Party A5.1
16、Party A promises 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 own
17、ed by Party A shall be borne by Party A itself.5.2 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.5.3 Party A has the right to dispose of the shares in accordance with its own wishes,
18、 including transfer, 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.5.4 Party A promises to bear the economic loss and legal responsibility of Party Bs actions to exercise shareholders rights in
19、 accordance with Party As wishes.5.5 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 o
20、ffices, tax arising from stock dividends etc.) will be borne by the Party A.5.6 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.VI. Party Bs Statement and Commitment6.
21、1 Party B undertakes that it will legally 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.6.2 Party B has the r
22、ight to exercise shareholders rights externally within the company law and the framework of the companys articles of association, in accordance with the wishes of Party A.6.3 Without the prior written consent of Party A, Party B shall not delegate or transfer the whole or part of the shares under th
23、is agreement.6.4 Prior to exercise the rights of shareholders, Party B should maintain full communication with Party A and understand the real intention of Party As actual investor.6.5 Party B shall exercise the rights of shareholders or perform shareholder obligations according to Party As wishes a
24、nd instructions, whose economic profit and loss and legal liability shall be borne by Party A.VII. ConfidentialityThe parties and witnesses of the agreement shall keep the whole contents of this agreement, including the holding of shares, to be confidential.VIII. Jurisdiction and Dispute Settlement8
25、.1 The agreement and the relevant legal relations are explained by the relevant laws of the Peoples Republic of China and are governed by them.8.2 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 l
26、awsuit by the Peoples Court of aaaa.IX. Other9.1 The agreement is composed of four copies, and each member of the Party A and B shall hold one copy and have the same legal effect. Any change and supplement to this agreement shall come into force by the written consent of both parties. Matters not co
27、vered in the agreement shall be appointed by the two parties through the supplementary agreement.9.2 This agreement is a supplementary agreement of Contract signed by Party A and Party B, and the two parties will further change this agreement after the stipulated conditions are reached in the busine
28、ss agreement, so as to achieve the purpose of increasing the shares actually owned by Party B.9.3 This Agreement shall come into force after the signing of the two parties. The Target Corp will approve the content of this agreement with the resolution of the shareholders meeting of the company.Party A (signature):Party B (signature) - member 1:Party B (signature) - member 2:Date:
