Partnership agreement
This agreement is signed by the following parties on, year, month and day:
1, Party A:
2. Party B:
3. Party C:
Based on the principles of honesty, credit, fairness, mutual benefit, equality and voluntariness, all parties reached an agreement on the establishment of a limited partnership enterprise in * * *, China for their compliance.
Chapter I General Provisions
Article 1 This Contract is concluded in accordance with the Partnership Enterprise Law of People's Republic of China (PRC) (hereinafter referred to as the Partnership Enterprise Law) and relevant laws, administrative regulations and rules through consultation.
Article 2 This enterprise is a limited partnership and a joint venture voluntarily formed according to the contract. All partners are willing to abide by the relevant laws, regulations and rules of the state, pay taxes and operate according to law.
Article 3 Where the provisions of this Agreement are inconsistent with laws, administrative regulations and rules, the provisions of laws, administrative regulations and rules shall prevail.
Chapter II Name and registered address of the partnership enterprise
Article 4 Name of enterprise
The name of the enterprise is:
Article 5 Registered address
The registered address of this enterprise is:
Chapter III Purpose, Scope and Term of Partnership Enterprise
Article 6 Purpose of partnership
In order to protect the partnership rights and interests of all partners and make this partnership obtain the best economic benefits. (Note: It can be described separately according to the actual situation. )
Article 7 The business scope of a partnership enterprise is:
(Note: For details, please refer to the national economic industry classification standard. Where the business scope of the partnership enterprise is not standardized, the enterprise registration authority shall standardize and approve the registration in accordance with the provisions of the preceding paragraph. When the business scope of a partnership enterprise changes, it shall register the change with the enterprise registration authority according to law.
Article 8 Term of operation
The term of operation of this partnership is years, counting from the date of establishment of the partnership. The date when the business license of the partnership enterprise is issued shall be the date when the partnership enterprise is established. Upon the expiration of the partnership term, it may be extended with the consent of all partners. (Note: If the partnership term is stipulated in the partnership agreement, this article is added. )
Chapter IV Partner and Partner's Mode, Amount and Period of Contribution
Article 9 The name, position, domicile and relevant information of the partner.
Table below:
The type, name and legal representative of the domicile
Limited partner
General partner
Article 10 The mode, amount and duration of capital contribution of partners.
10. 1 See the following table for the contribution method, amount and duration of the partners:
Name and name of investment mode, amount of investment, payment period and subscription ratio
cash
cash
cash
10.2 investment period:
10.2. 1 down payment time: YY, MM, DD, paid at% of the subscription amount;
10.2.2 second payment time: when more than% of the funds paid in the first payment have been put into use,% of the subscription amount will be paid again.
10.2.3 Third payment time: when the balance of paid-in funds after reinvestment is less than RMB, pay% of the subscription amount.
(Note: renewable. Where the capital contribution is made by non-monetary property, if it is necessary to go through the formalities of property right transfer in accordance with the provisions of laws and administrative regulations, it shall be handled according to law; Where the partners contribute capital by labor services, the evaluation method shall be determined by all partners through consultation and agreed in the partnership agreement. )
10.2.4 For the above-mentioned funds, the partners who perform the partnership affairs shall issue a notice of capital contribution to each partner, and each partner shall pay the current capital contribution in full to the account established by the enterprise within days from the date of receiving the notice again.
10.2.5 latest payment term: the last day of three months after each partner receives the capital contribution notice issued by the managing partner according to 10.2.4 is the latest payment term.
10.3 Increase or decrease of subscribed capital contribution:
10.3.65438+ However, the following contributions shall not be reduced: (1) paying enterprise management fees; (2) Repaying the debts and liabilities of the enterprise; (3) Investment in transactions completed or re-signed by the enterprise within a certain period of time; (iii) Continue to invest in existing portfolios.
10.3.2 at any time after the establishment of this partnership, the subscribed capital contribution of all partners may be increased with the unanimous consent of all partners if necessary for operation.
Chapter V Income Distribution, Loss Sharing and Partnership Debt Undertaking
Eleventh principles of income distribution
1 1. 1 Each party agrees to distribute the profits according to the proportion of their subscribed capital contributions. But,
11.1.1If the partner fails to pay the subscribed capital contribution within the specified time limit but within the latest delivery period, the profit shall be distributed according to the proportion of the capital contribution made by each party.
1 1. 1.2 fails to fulfill the obligation of capital contribution (refers to the failure to pay the capital contribution on the latest payment deadline specified in Article 65438 +00.2.5 of this Agreement). The same below), the capital contribution entitled to income distribution is the balance after deducting the management fee agreed in Article 265438 +0.65438 +0.2 and the liquidated damages agreed in Article 35.65438 +0 of this Agreement.
1 1.2 notwithstanding the provisions of 1 1. 1, the enterprise shall distribute income and pay remuneration to the general partner in the order specified in Article 15.3 of this Agreement.
(Note: It shall not be agreed that all profits shall be distributed to some partners or all losses shall be borne by some partners. If the partnership agreement is not stipulated or clearly stipulated, it shall be decided by the partners through consultation; If negotiation fails, the partners shall distribute and share according to the proportion of paid-in capital contribution; If the proportion of capital contribution cannot be determined, it shall be equally distributed and shared by the partners. )
Article 12 taxation
Taxes and income taxes paid in advance by the enterprise to distribute income to partners are regarded as part of income distribution and deducted from the balance of partners' capital accounts.
Article 13 Forms of income distribution
13. 1 The income of this enterprise is distributed in RMB or securities. The value of placing securities shall be calculated on the basis of the market closing price announced by the relevant departments on the day of issuance.
13.2 Other forms approved by the partner * * *.
Article 14 the premise of income distribution
14. 1 distribute the current income (including dividends and interest) after the duration of the partnership ends or at an earlier time decided by the partners' meeting;
14.2 after selling or otherwise disposing of the project investment, the recovered principal and income shall be distributed to the partners as soon as possible after receiving the sales income.
Article 15 Income distribution
15. 1 The investment income and principal of this enterprise shall be returned to the bank account designated by this enterprise and distributed in the manner agreed in this agreement;
15.2 the investment income shall be determined by an independent audit institution;
15.3 the investment income determined by the audit shall be distributed to the partners in the following order according to the proportion agreed in this agreement:
15.3. 1 First, all partners get 10% annual income according to their actual investment amount and investment time;
15.3.2 Secondly, the management fee reserve of no more than 1 year shall be withdrawn;
15.3.3 After deducting the above two items, 20% of the balance will be awarded to the general partner, and 80% will be distributed to all partners according to the proportion of capital contribution.
Article 16 Loss sharing
16. 1 All partners shall share the losses in proportion to their respective contributions.
16.2 when the parties agree to change the investment ratio, the loss sharing shall be determined according to the actual investment ratio at that time.
16.3 The losses borne by all partners shall not exceed their capital contribution.
Article 17 the debts of this enterprise
Without the unanimous consent of all partners, an enterprise may not borrow money from abroad.
Partnership debts shall be paid off in priority with the partnership property. When the partnership property is insufficient to pay off, the limited partner shall bear limited liability within the subscribed capital contribution, and the general partner shall bear unlimited liability.
Chapter VI Implementation of Partnership Affairs, Partners' Meeting and Investment Committee
Article 18 Implementation of partnership affairs
18. 1 Partners perform partnership affairs.
All the partners unanimously agreed to entrust Shanghai Xin 'aolinnai Investment Management Center (general partner) as a partner of Weiben Enterprise to carry out partnership affairs.
Unless otherwise agreed in this agreement, when the executive partner no longer performs the duties of the executive partner for any reason, with the consent of the partners who account for more than 2/3 of the capital contribution, another executive partner is selected.
18.2 The partner who performs the partnership affairs performs the partnership affairs on behalf of the enterprise, and other partners no longer perform the partnership affairs. The income generated by the execution of partnership affairs by partners belongs to all partners, and the losses and civil liabilities incurred shall be borne by all partners according to the agreement.
18.3 the rights and responsibilities of the managing partner are as follows:
18.3. 1 The managing partner cannot go abroad (including other partners) in the name of this partnership. The same below) loans and external guarantees;
18.3.2 the executive partner must clearly define the investment and formulate appropriate financial arrangements to avoid the debt liability of the investment projects of this enterprise;
18.3.3 the executive partner can choose various investment tools according to the business objectives and market conditions of the partnership;
18.3.4 for risk control of various investments, the executive partner shall formulate specific plans, report them to the annual partner meeting, and implement them this year after being approved by the partner meeting;
18.3.5 the executive partner shall report the investment status of the partnership to other partners in writing every quarter;
18.3.6 The investment of any single project shall not exceed 20% of the total capital contribution subscribed by all partners of the enterprise;
18.3.7 the right of the limited partner to supervise the business activities of the partnership enterprise according to the partnership enterprise law shall be guaranteed by the management rules formulated by the executive partner;
18.3.8 except for bridge loan, after the investment projects of this enterprise are sold or otherwise disposed of, the net income shall be distributed according to the provisions of 14.2, and it is not allowed to reinvest the proceeds from the sale or disposal of the projects.
18.3.9 Other rights agreed in this agreement.
18.4 the managing partner shall submit the following documents to all limited partners within the following time limit:
(1) Submit a brief report on the business activities and financial status of the enterprise in the previous quarter within 10 days after the start of each quarter;
B submit the unaudited semi-annual financial report within ten days after the start of every six months;
C submit audited annual financial statements within 30 days after the end of each financial year;
D submit the information required for income tax declaration within five days after the request of the limited partner;
E. The project evaluation report or investment project settlement report shall be submitted to the limited partner within five days after completion.
Article 19 Costs and remuneration of partners in implementing partnership affairs
19. 1 management fee
The enterprise shall pay the management fee to the executive partner annually, and the management fee shall be paid with the property of the partnership enterprise.
19. 1. 1 management fee standard
The management fee of this enterprise shall be paid annually. Before the dividend is realized, the management fee shall be paid at 2% of the capital contribution payable by all partners of the partnership; After the enterprise realizes the dividend, the management fee shall be paid at 2% of the balance after deducting the investment of the dividend project from the actual investment of all partners.
19. 1.2 Partners who fail to pay their capital contribution within the time limit specified in 10.2.4 shall still pay the management fee according to the due capital contribution.
19.10.3 Payment time of management fee:
A. The management fee for the first fiscal year of the establishment of this enterprise shall be paid within 20 working days after the issuance of the business license of this enterprise;
B starting from the second fiscal year, the management fee will be paid within 20 working days of each fiscal year.
19. 1.4 The fiscal year begins on 1 in October and ends on 1 in February.
19.10.5 management fee purpose:
The management fee is used to manage all the partners' operating expenses, including salary, rent, communication fees, travel expenses, and expenses required for investigating and evaluating investment opportunities and liquidating project investment.
19.2 Other expenses
In addition to paying the management fee to the executive partner, the enterprise will also pay all other expenses incurred by the executive partner in the execution of partnership affairs, including but not limited to:
A. the start-up expenses for the establishment of this enterprise;
Special services such as professional lawyers and financial audit required for investment projects;
Introduction fees and commissions of introducers and intermediaries who introduce investment projects;
D capital gains tax and other taxes, as well as expenses incurred in the process of investment in acquisition, sale and other disposal projects;
E. the expenses required by the limited partner to prepare the special report.
19.3 reward
19.3. 1 The partnership shall pay the reward to the managing partner according to Article 16.3 of this Agreement.
19.3.2 the reward for the executive partner is not subject to the decision and constraint of all partners to reinvest the proceeds after the sale and disposal of the project.
Article 20 Prohibition and exemption of commercial competition
20. 1 When the investment of this enterprise reaches 70% of the total subscribed capital contribution, the executive partner may initiate the establishment of other investment-oriented limited partnerships as the general partner.
20.2 Except in the case of Article 22. 1, the managing partner shall not engage in business that competes with the Enterprise alone or in cooperation with others. A limited partner may engage in business that competes with this limited partnership alone or in cooperation with others.
20.3 Unless agreed by all partners, the executive partner may not conduct transactions with the Enterprise, and the limited partner may conduct transactions with the Enterprise.
20.4 If a limited partner deals with others in the name of the enterprise without authorization, thus causing losses to the enterprise or other partners, it shall be liable for compensation.
Article 21 Partners' Meeting
2 1. 1 The partners' meeting is composed of all partners. If the partner is an enterprise or a limited liability company, a representative shall be appointed in the form of written entrustment to attend the partner meeting; If the partner is a natural person, the natural person shall attend.
2 1.2 The meeting of partners shall be held at least once a year, and an interim meeting of partners may be held upon the proposal of Party A or the managing partner.
2 1.3 The voting at the meeting of partners of this enterprise is one person, one vote.
2 1.4 The following matters shall be unanimously agreed by all partners:
A. modify the partnership agreement of the partnership enterprise;
B. Admission and withdrawal of general partners;
C. providing external guarantee in the name of partnership;
D. partners increase or decrease their capital contribution to the enterprise.
E. extension of the partnership term of this enterprise;
F. project income distribution plan;
G. major changes have taken place in the investment principle or investment scope;
2 1.5 If all partners agree to the matters mentioned in the preceding paragraph in writing, they may directly make a resolution of the partners' meeting without convening the partners' meeting, which shall be signed and sealed by all partners.
2 1.6 The following matters were passed by a simple majority:
A. select the intermediary agency for auditing the enterprise;
B. approve the handling of defaulting partners;
C. handling conflicts of interest;
D. the risk control plan of the partnership.
Chapter VII Transfer of Partnership Property and Partners' Share of Capital Contribution
Article 22 Partnership property
22. 1 Partners' capital contributions, profits obtained in the name of the partnership and other properties obtained according to law are the property of the partnership.
22.2 Unless there are circumstances stipulated by law and agreed in this agreement, and procedures agreed in this agreement, the partners shall not require the division of the property of this enterprise during the operation period of this enterprise.
Article 23 Transfer of Partners' Share of Capital Contribution
23. 1 Partners may transfer all or part of their property shares in the partnership to each other, but all other partners shall be informed of the transfer.
23.2 When a partner transfers his share of property in the enterprise to a person other than the partner, it must be approved by the other partners, who have the preemptive right under the same conditions.
Article 24 Pledge of partners' share of property
A limited partner of this enterprise may pledge his share of the property in this enterprise. The general partner of this enterprise shall not pledge his share of the property in this enterprise.
Chapter VIII Joining and Quitting the Partnership
Article 25 Occupation
25. 1 A new partner must obtain the consent of all the partners and conclude a written agreement according to law. When concluding a written agreement, the original partner shall inform the new partner of the operation and financial status of the enterprise.
25.2 The new partner who joins the partnership enjoys the same rights and assumes the same responsibilities as the original partner. The new general partner shall bear unlimited joint and several liability for the debts of the partnership before joining the partnership; The newly-admitted limited partner shall be liable for the debts of the partnership enterprise before joining the partnership within the limit of the capital contribution subscribed by him.
25.3 When the new partner joins the partnership, the interest of% per year shall be calculated and paid to the original partner according to the actual time difference of the original partner's contribution. The payment of the spread is reflected in the increase or decrease of the balance of the partner's capital account.
Article 26 Quit the partnership
26. 1 In any of the following circumstances, the partner may withdraw from the partnership:
26. 1. 1 Withdraw from the partnership with the consent of all partners;
26. 1.2 reasons why it is difficult for partners to continue to participate in the partnership;
26. 1.3 Other partners seriously violate the obligations stipulated in the partnership agreement.
Twenty-seventh any of the following circumstances, when avoided:
27. 1 The natural person as a partner dies or is declared dead according to law;
27.2 Personal bankruptcy;
27.3 A legal person or other organization as a partner is revoked its business license, ordered to close down, revoked or declared bankrupt according to law;
27.4 All the property shares of the partners in the partnership enterprise shall be enforced by the people's court.
Article 28 Procedures for mutual conversion between limited partners and general partners
Comply with the relevant provisions of the partnership enterprise law.
Chapter IX Transfer of Partnership Property Share
Article 29 When a partner transfers all or part of his share of property in the partnership to a person other than the partner, it must be unanimously agreed by the other partners. (The above can be agreed upon by oneself) When transferring all or part of the property share in the partnership between partners, the other partners shall be informed.
Article 30 When a partner transfers his share of property in the partnership to a person other than a partner, other partners have the preemptive right under the same conditions. (The above can be agreed by yourself)
Article 31 Where a person other than a partner obtains a partner's share of property in the partnership enterprise according to law, he shall become a partner of the partnership enterprise after the partnership agreement is amended, and shall enjoy rights and perform obligations in accordance with this Law and the amended partnership agreement.
Chapter X Dissolution and Liquidation of Enterprises
Article 32 This enterprise shall be dissolved under the following circumstances:
32. 1 When the partnership term expires, the partners decide not to operate any more;
32.2 All partners decide to dissolve;
32.3 The partners have not reached the quorum for 30 consecutive days;
32.4 The partnership purpose agreed in the Partnership Agreement has been achieved or cannot be achieved;
32.5 The business license is revoked, ordered to close or revoked according to law;
32.6 Other reasons stipulated by laws and administrative regulations.
Article 33 liquidation
Liquidation measures for partnership enterprises shall be implemented in accordance with the provisions of the Partnership Enterprise Law.
During the liquidation period, the partnership shall survive and shall not carry out business activities unrelated to liquidation.
The remaining property of the partnership shall be distributed in accordance with the provisions of Article 11 of this agreement after paying the liquidation expenses, employees' wages, social insurance expenses, statutory compensation, taxes owed and debts.
Article 34 After the liquidation, the liquidator shall prepare a liquidation report, which shall be signed and sealed by all partners, and submitted to the enterprise registration authority within 15 days to apply for cancellation of registration of the partnership enterprise.
Chapter II XI Liability for Breach of Contract
Article 35 Liability for breach of contract by partners in violation of their capital contribution obligations
35. 1 If the partner violates the time limit stipulated in Article 10.2 of this Agreement, it shall pay 10% of the capital contribution to other observant partners. The liquidated damages shall be distributed by the observant party according to the proportion of its actual contribution to the total actual contribution of the observant party. The liquidated damages shall be drawn by the executive partner from the capital contribution paid by the defaulting partner.
35.2 If the other partners do not agree to reduce the total property of the partnership except paying the liquidated damages according to the regulations, the partner who fails to fulfill the obligation of capital contribution shall transfer his actual capital contribution in the enterprise to the other partners at the transaction price of% of the monetary value of the actual capital contribution, and the transaction costs shall be borne by the defaulting party.
Article 36 Liability of the managing partner for breach of contract
36. 1 If the executive partner violates this agreement and causes losses to the enterprise or the limited partner, it shall compensate all the losses of the enterprise or the limited partner.
36.2 If the managing partner violates this agreement and engages in business competing with the partnership or deals with the partnership, the proceeds shall be owned by the partnership; If losses are caused to the partnership or other partners, they shall be liable for compensation according to law.
Article 37 Liability of Limited Partners for Breach of Contract
37. 1 If a limited partner deals with others in the name of a limited partnership without authorization, causing losses to the enterprise or other partners, the limited partner shall be liable for compensation.
37.2 If a limited partner violates the Partnership Enterprise Law and this Agreement and causes losses to the enterprise, he shall be liable for compensation.
Chapter XII Other Agreements
Article 38 Handling of Force Majeure
If an earthquake, typhoon, flood, fire, war or other unforeseeable force majeure event occurs, and its occurrence and consequences cannot be prevented and avoided, which directly affects the performance of this Agreement or fails to be performed in accordance with the agreed conditions, the party that has the above force majeure event shall immediately notify the other parties in writing, and shall provide the details of the event and valid proof documents of the reasons why this Agreement cannot be performed, partially cannot be performed or needs to be postponed within fifteen days. This certificate should be issued by the notary office in the place where the incident occurred. According to the degree of influence of the event on the performance of this agreement, both parties shall decide through consultation whether to dissolve this agreement, or partially exempt from the responsibility of performing this agreement, or postpone the performance of this agreement.
Article 39 Settlement of disputes
39. 1 Any dispute arising from this agreement shall be settled through friendly negotiation. If the dispute cannot be settled through consultation within 30 days after the dispute occurs, either party may apply to an arbitration institution for arbitration and conduct arbitration according to its arbitration procedures and rules. The arbitration result is final and binding on all parties.
39.2 During the arbitration of disputes, in addition to the rights and obligations involved in submitting disputed matters, each party shall continue to perform its obligations and exercise its rights stipulated in this Agreement.
Article 40 Applicable law
The conclusion, validity, interpretation, performance and dispute settlement of this Agreement shall be protected and governed by the laws of People's Republic of China (PRC).
Text and effect of Article 4 1
This agreement is made in duplicate, one for each party, one for the enterprise and one for the government registration authority.
Article 42 entry into force of the agreement
This agreement shall come into force as of the date of signature and seal by all parties.
The following is the signature: