SHAREHOLDERS AGREEMENT 股东协议) 要点
股东协议约定股东之间的协议和权利，包括优先认购权、优先购买权、共售权、信息/检查权、 限制转股、保护性条款、拖售权、合格IPO及注册权等。如集团公司/创始人对于所有股东 的承诺，可考虑不在股份购买协议中约定而在股东协议中约定(因为除本轮投资人外，另几轮
投资人也为股东协议的签署方)。美国市场中股东协议通常拆分为投资人权利协议( investor 's
rights agreement )、投票协议(voting agreement )、优先购买权/ 共售权协议(ROFR and co-sale agreement )。
SHAREHOLDERS AGREEMENT
THIS SHAREHOLDERS AGREEMENT (this “ Agreement ” ) is entered into
on (the “ Effective Date ” ), by and among
1. , an exempted compa ny orga ni zed and existi ng un der the laws of [the
Cayman Islands] (the “ Company ” ),
3. , a limited liability compa ny duly in corporated un der the laws of Hong
Kong (the “ HK Company ” )],
4. , a foreig n in vested commercial en terprise in corporated un der the
Laws of the PRC (the “ WFOE'),
5. , a company established under the Laws of the PRC (the “ Domestic
Company ” ),
6. each of the in dividuals and their respective hold ing compa nies listed on Schedule A
attached hereto (each such in dividual, a “ Prin cipal ” and, collectively, the
“ Prin
such holding company, a “ Holding Company ” and, collectively, the “ Holding Co
and
7. , a compa ny orga ni zed and existi ng un der the laws of
the (together with its successor and permitted assig n and tran sferee,
the "Investor ” ).
Each of the parties to this Agreeme nt is referred to here in in dividually as a
collectively as the “ Parties ”.
RECITALS
A The Compa ny holds 100% equity in terest of [the HK Compa ny], and [the HK Compa ny] owns 100% registered capital of the WFOE.
B The Compa ny, through the WFOE, will en gage in the bus in ess
of (collectively, the “ Bus in ess ” ). The WFOE Con trols the Domestic
Compa ny through a Captive Structure.
C The Compa ny seeks expa nsion capital to grow the Busin ess.
D The In vestor has agreed to purchase from the Compa ny, and the Compa ny has agreed to sell to the In vestor, certa in Series A Preferred Shares of the Compa ny on the terms and con diti ons set forth in the Series A Preferred Share Purchase Agreeme nt dated [• ] by and among [the Company, the HK Company, the Domestic Company, the WFOE, the Principals, the Holding Companies, the Investor and certain other parties named the rein] (the
“ Purchase Agreement ” ).
E The Purchase Agreeme nt provides that the executi on and delivery of this Agreeme nt shall be a con diti on precede nt to the Clos ing.
F The Parties desire to en ter into this Agreeme nt and make the respective represe ntati ons, warran ties, cove nants and agreeme nts set forth herein on the terms and con diti ons set forth here in.
WITNESSETH
NOW, THEREFORE, i n con siderati on of the foregoi ng recitals, the mutual promises here in after s
et forth, and other good and valuable con siderati on, the receipt and sufficie ncy of which are hereby ack no wledged, the Parties intending to be legally bound hereto hereby agree as follows:
1. Defin iti ons.江阴城南小学
1.1 The following terms shall have the meanings ascribed to them below:
“Acco un ti ng Stan dards ” means gen erally accepted acco unting prin ciples in [the PRC],
applied on a con siste nt basis.
“ Affiliate ” means, with respect to a Pers on, any other Pers on that, directly or in directly, Con trols, is Con trolled by or is un der com mon Con trol with such Pers on. [In the case of
the Investor, the term “ Affiliate ” also includes (v) any shareholder of the Investor, (w) any
of such shareholder 's or the In vestor 's gen eral part ners or limited part ners, (x) the fund man ager man agi ng or advis ing such shareholder or the In vestor (and gen eral partn ers, limited partners and officers thereof) and other funds man aged or advised by such fund man ager, (y) trusts Con trolled by or for the ben efit of any such Pers on referred to in (v), (w)
or (x), and (z) any fund or holdi ng compa ny formed for in vestme nt purposes that is promoted, spon sored, man aged, advised or serviced by the In vestor or any of its shareholder or its shareholder 's gen eral part ner or fund man ager.]
“Associate ” means, with respect to any Person,⑴a corpoiorti or organization (other
than the Group Compa ni es) of which such Pers on is an officer or part ner or is, directly or
对羟基苯甲醛in directly, the ben eficial owner of ten perce nt (10%) or more of any class of Equity
Securities of such corporation or organization, (2) any trust or other estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar capacity, or (3) any relative or spouse of such Person, or any relative of such spouse.
绝“ Auditor means the Pers on for the time being perform ing the duties of auditor of the
Compa ny (if any), who , uni ess otherwise approved by the In vestor Director, shall be one
of the “ Big Four inte”ational accounting firms.
“ Board ” or “ Board of Directors ” means the board of directors of the Company.
“Busin ess Day ” means any day that is not a Saturday, Sun dayU holiday or other day on
which commercial banks are required or authorized by law to be closed in the Cayma n
gsi
Isla nds, the PRC [or Ho ng Kon g].
“ Captive Structure ”means the structure under which the WFOE Controls the Domestic
Compa ny through the Con trol Docume nts.
Con trol Docume
nts
“ CFC ” means a con trolled foreig n corporatio n as defi ned in the Code.
“Charter Documents ” means, with respect to a particular legal entity, the articles or
certificate of in corporati on, formati on or registratio n (in cludi ng, if applicable, certificates of change of name), memorandum of association, articles of association, bylaws, articles of organization, limited liability company agreement, trust deed, trust instrument, operating agreeme nt,
jo in t ven ture agreeme nt, bus in ess lice nse, or similar or other con stitutive, gover ning, or charter docume nts, or equivale nt docume nts, of such en tity. “ Circular 37 mean s"the Notice on Releva nt Issues Concerning Foreig n Excha nge
Admi nistrati on for Domestic Reside nts to En gage in Overseas In vestme nt and Financing
and Round Trip In vestme nt via Special Purpose Compa nies ( 关于境内居民通过特殊目的公
钋210司融资及返程投资外汇管理有关问题的通知
)issued by SAFE on July 4, 2014, as
amended from time to time.
“ Closing ” has the meaning set forth in the Purchase Agreement.
“ Code ” means the United States letnal Revenue Code of 1986, as amended.
“ Consent ” means any consent, approval, authorization, waiver, permit, grant, franchise,
con cessi on, agreeme nt, lice nse, exempti on or order of, registrati on, certificate, declarati on or fili
ng with, or report or no tice to, any Pers on, in clud ing any Governmen tal Authority. “ Con trol ” of a give n Pers on means the power or authority, whether exercised or not, to direct the bus in ess, man ageme nt and policies of such Person, directly or in directly, whether through the own ership of voti ng securities, by con tract or otherwise; provided, that such power or authority shall con clusively be presumed to exist upon possessi on of ben eficial own ership or power to direct the vote of more tha n fifty perce nt (50%) of the votes en titled to be cast at a meet ing of the members or shareholders of such Person or power to con trol the
compositi on of a majority of the board of directors of such
Pers on. The terms “ Con trolled
” and “ Con trolli ng "have meanings correlative to the forego ing.
has the meaning set forth in the Purchase Agreement. Conversion Shares
means Ordi nary Shares issuable upon conversion of any Preferred Shares.
“ Deemed Liquidati on Eve nt ” means whether in a sin gle tran sacti on or series of related transactions (i) any merger, amalgamation, consolidation, acquisition, tender offer, reorga ni zati on o
r scheme thereof or other bus in ess comb in ati on or other tran sact ions or a series of related transactions in which the
holders of the voting stock of the Company immediately prior to such transaction do not own a majority of the voting power or voting stock of the Compa ny or the survivi ng or acquiri ng pers on; (ii) any sale of all or substa ntially all of any Group Compa ny ' s assets (in cludi ng by means of the exclusive licensin g of all or substantially all of any Group Company ' s intellectual property); or (iii) any term in atio n of, un approved ame ndme nt to or breach of any Con trol Docume nts.
“ Director ” means a director serving on the Board.
“Equity Securities ” means, withaespecson that is a legal entity, any and all
焊接国家标准shares of capital stock, membership in terests, un its, profits in terests, own ership in terests, equity interests, registered capital, and other equity securities of such Person, and any right, warrant, option, call, commitment, conversion privilege, preemptive right or other right to acquire any of the forego ing, or security con vertible in to, excha ngeable or exercisable for any of the forego ing.
“Exempted Distributi on ” means (a) a divide nd payable soltilyairy Ohares, (b) the
purchase, repurchase or redempti on of Ordinary Shares by the Compa ny at no more tha n the orig inal purchase price from termi nated employees, officers or con sulta nts in accorda nee with the ESOP, or pursua nt to the exercise of a con tractual right of first refusal held by the Company, if any, or pursuant to written contractual arrangements with the Compa ny approved by the Board (so long as such approval in cludes the approval of the In vestor Director), and (c) the purchase, repurchase or redempti on of the Preferred Shares pursua nt to the Memora ndum and Articles (in cludi ng in connection with the conversion of such Preferred Shares into Ordi nary Shares). “ Governmental Authority ” means any government of any nation or any federation,
prov ince or state or any other political subdivisi on thereof, any en tity, authority or body exercis ing executive, legislative, judicial, regulatory or admi nistrative fun cti ons of or perta ining to gover nmen t, i nclud ing any gover nmen tal authority, age ncy, departme nt, board, commissi on or in strume ntality of the PRC or any other coun try, or any political subdivisi on thereof, any court, trib unal or arbitrator, and any self-regulatory orga ni zati on. “ Governmental Order ” means any applicable order, ruling, decision, ver d iecree, writ,
subpoe na, man date, precept, comma nd, directive, consent, approval, award, judgme nt, injunction or other similar determ in ati on or finding by, before or un der the supervisi on of any Gover nmen tal
Authority.
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