股权代持协议英文版

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2024年5月24日发(作者：)

股权代持协议英文版

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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.

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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

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5.1 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 owned 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,

including transfer, pledge and so on. Party B shall, in accordance with Party A's

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 B's

actions to exercise shareholders' rights in accordance with Party A's wishes.

5.5 All taxes generated during the dealing with Party A's 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 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 B's Statement and Commitment

6.1 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 A's 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 right to exercise shareholders' rights externally within the

company law and the framework of the company's 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 this 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 A's actual

investor.

6.5 Party B shall exercise the rights of shareholders or perform shareholder

obligations according to Party A's wishes and instructions, whose economic profit

and loss and legal liability shall be borne by Party A.

VII. Confidentiality

The 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 Settlement

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8.1 The agreement and the relevant legal relations are explained by the relevant

laws of the People's 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 lawsuit by the

People's Court of aaaa.

IX. Other

9.1 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 covered 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 business 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:

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