[Business Background] The consulting unit is a technology company, a small and micro enterprise registered in the industrial park, with a registered capital of 100,000 yuan. At present, some investors plan to invest in the company. Based on the investment intentions of both parti

[Business Background]

Consulting unit is a technology company, a small and micro enterprise registered in the industrial park, with a registered capital of 100,000. At present, some investors plan to invest in the company. Based on the investment intentions of both parties, an agreement including capital increase and equity transfer needs to be formulated. The consultant unit found the legal counsel and hoped that the legal counsel would draft a "Capital Increase Agreement" containing the above content for him. Given that the number of shareholders of the advisory unit is large, while writing the "Capital Increase Agreement", the legal counsel also needs to plan the best equity structure for it to ensure the smooth completion of this capital increase and the legitimate rights and interests of all parties after the capital increase. Based on the above factors, the legal counsel finally drafted the following "Capital Increase Agreement" for it.

[Legal Document] Capital Increase Agreement

This capital increase agreement was held by the following parties in 2015. Signed in Haidian District, Beijing on the 19th:

Target company

Party A: Beijing Technology Co., Ltd., (referred to as the "company")

Registration address: __________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ tml0 Party B: Yang (referred to as "Investor")

ID number: ____________________________________

Address: ____________________________

Phone: ______________________________

Original shareholder

Party C: He XX, the founder and shareholder of the company (referred to as "founder" or "founder shareholder")

ID number: __________________________________________________________________________________________________________________________________________________________ ______

Address: _____________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

2. Investors are interested in investing in the company and joining the company. The founder is willing to increase capital and expand shares in the company, and accept investors as new shareholders to invest in the company.

3. The company's shareholders' meeting has approved capital increase and share expansion in accordance with the methods determined in this agreement and the agreed terms. After full consultation, the two parties reached the following agreement on the increase of capital to the company by investors and related matters in accordance with the provisions of the " Company Law of the People's Republic of China ", " Contract Law of the People's Republic of China " and relevant laws and regulations, and jointly comply with and implement it.

Article 1 Capital increase and subscription

1.1 Capital increase method

Investors invested RMB 200,000 (resulting as "investment funds") in cash in the company by a premium capital increase, and occupied 5% of the company's equity after the capital increase. Among them, RMB 52,63 million is recorded in the company's registered capital, and the remaining RMB 194,737 million is included in the capital reserve fund. 1.2 Shareholding ratio of each party

1.2.1 Before and after the capital increase is completed, the shareholding ratio of each party in the company changes as follows:

1.2.2 The registered capital and equity structure of the company after the capital increase (industrial and commercial registration)

registered capital is RMB 105,263 million.

shareholder name, capital contribution and shareholding ratio:

He Moumou, with a capital contribution of RMB 64,700, with a shareholding ratio of 61.465%;

Zhang Mou, with a capital contribution of RMB 35,300, with a shareholding ratio of 33.535%;

Yang Mou, with a capital contribution of RMB 52,630, with a shareholding ratio of 5%.

1.3 Shareholders waive the right of priority subscription

All existing shareholders of the company hereby waive the right of priority subscription they enjoy for this capital increase, whether the right was obtained based on laws, the company's articles of association or any other reason.

Article 2 Obligations of all parties during capital increase

After this agreement is signed, all parties shall fulfill the following obligations: 2.1 Investor Payment Within 3 working days after the signing of this agreement, the investor shall transfer all the investment funds to the company's designated account.After the investor pays the investment, he or she obtains shareholder rights.

Party A designated account

Account opening bank: _________________________________________

Account name: Beijing Technology Co., Ltd.

2.2 Company Industrial and Commercial Change Registration

Company applies to industrial and commercial administrative authority to industrial and commercial change registration within a reasonable time within 10 working days after the investor pays the investment funds. The above procedures require assistance from investors, and investors should cooperate in a timely manner according to the requirements put forward by the company.

Article 3 The statements of each party and guarantee the statements of

3.1 and the company between the founder and the company and guarantee the validity of

3.1.1. The company is a limited liability company legally established and effectively survived in accordance with Chinese laws. The existing shareholders' capital contribution subscription period has not yet expired.

3.1.2 Necessary authorization. The existing shareholders and the company have corresponding civil capacity and have sufficient authority to sign and perform this agreement.

3.1.3 does not conflict. The signing and performance of this Agreement by the Company shall not violate the binding agreement it has signed with any third party before the signing of this Agreement.

3.1.4 Debt and guarantee. The company does not have any material liabilities or claims not disclosed to investors; the company does not have any guarantees, mortgages, pledges or other forms of guarantees made on the company's assets.

3.1.5 Litigation and administrative investigation. The company does not have pending lawsuits or arbitrations against the founder or the company and the unfulfilled judgments, awards or administrative investigations or penalties.

3.2 Investor's statements and guarantees

3.2.1 qualifications and abilities. Investors have the corresponding qualifications and civil capacity, and have sufficient authority to sign and perform this agreement. The signing and performance of this agreement by investors will not violate relevant laws and will not conflict with other contracts or agreements signed by them.

3.2.2 The legality of investment funds. Investors guarantee that the source of investment funds for the corresponding equity of the company in accordance with this agreement is legal.

3.2.3 Investors guarantee to recognize and fulfill the company's revised articles of association.

3.2.4 Investors guarantee to pay the investment on time.

Article 4 Investor's rights and obligations

4.1 After the investment funds are paid, the investor will own 5% of the company's shares, enjoy the corresponding shareholder's rights and obligations, and share the company's profits and losses according to the capital contribution ratio and the articles of association.

4.2 After the investor joined, he served as the company's COO position. The monthly salary before tax for employment is RMB 10,000.

4.3 The company does not dilute Party B's shares if the new investors are less than 1 million yuan in investment or the investment premium is RMB 3 million, accounting for 15% of the company's total shares.

Article 5 When new shareholders introduce 5.1 When new shareholders are introduced due to the needs of company development, if the shareholders' meeting agrees, they will reduce their holdings according to the proportion of shares held by each shareholder to cater to the new shareholders' joining.

Article 6 Equity transfer and exit

6.1 Within five years from the date of effectiveness of this contract, except for introducing investors, strategic investors and financial investors (the above must be resolved by the shareholders' meeting), shareholders shall not transfer their shares privately without the consent of all shareholders.

If a shareholder must transfer his shares due to special circumstances, he must submit the letter of intent to the shareholders' meeting six months in advance. After the resolution of the shareholders' meeting, the shareholder may transfer the shares. The share transfer consideration is the price of the shareholder's intended share transfer according to the proportion of the current net assets of the company. Party C shall exercise the right of refusal first. Party C shall reply within 330 working days after the resolution of the shareholders' meeting takes effect. If it fails to reply within the above period, it will be deemed to have waived the exercise of this first refusal right. Other shareholders shall exercise the right of first refusal in accordance with the provisions of the " Company Law ". If other shareholders waive the exercise of this priority refusal, the shareholder may transfer equity to a natural person other than the shareholder.

6.2 After the five-year term expires, the investor may sell part or all of the shares owned by him ("to be sold"), the share transfer consideration is the price of the investor's intended shares to be sold according to the proportion of the current net assets of the company, and Party C shall exercise the right of purchase first. Investors should notify Party C 15 working days in advance regarding the above-mentioned equity transfer matters of

. Party C should reply within 15 working days whether to exercise the right of first refusal. If the reply is not made within the above-mentioned period, it will be deemed to have waived the exercise of this right of first refusal and other shareholders will exercise the right of first refusal in accordance with the provisions of the Company Law. If other shareholders waive the exercise of this priority refusal, the shareholder may transfer equity to a natural person other than the shareholder.

6.3 Given that all shareholders are currently in the company, if a shareholder (non-party C) fails to integrate into the team in subsequent work, fails to perform his duties normally as required by the company or fails to work diligently and diligently, if one of the above situations is incurred and cannot improve after two written reminders in the company, the shareholder may be required to withdraw from the company with the resolution of the shareholders' meeting. The shares of other shareholders shall be purchased at the price corresponding to the current net assets of the company, and Party C shall exercise the right of purchase first. If Party C fails to reply within 30 working days whether to exercise the right of purchase right of purchase, the other shareholders shall exercise the right of purchase right of purchase in accordance with the provisions of the Company Law. If other shareholders waive the exercise of this priority refusal, the shareholder may transfer equity to a natural person other than the shareholder.

Article 7 Equity incentive

7.1 Management Equity reservation

All shareholders agreed: in order to encourage management to improve corporate efficiency and governance capabilities, some equity shares will be reserved for management to subscribe for priority at low prices. Unless otherwise provided in the articles of association, the source of equity is diluted in equal proportions of all shareholders in the current period.

7.2 Option pool

All shareholders agreed: in the future, in order to help core employees transition from career planning to career planning and ensure that outstanding talents will not be lost, some equity shares will be reserved for core employees as an option pool. Unless otherwise provided in the articles of association, the source of equity is diluted in equal proportions of all shareholders in the current period.

Article 8 Liability for breach of contract

8.1 If any party to this agreement violates or fails to perform any obligations, representations and guarantees under this agreement in a timely manner, it constitutes a breach of contract.

8.2 If either party violates the provisions of this agreement and causes losses to the other party, it shall bear the liability for compensation to the party that abides from the agreement for its losses. The scope of liability for compensation includes costs incurred for direct losses of the party. Article 9 Confidentiality clause

9.1 All parties to this agreement shall bear the confidentiality obligations of the company and other parties to the relevant parties for the signing and performance of this agreement . Without the written consent of the parties concerned in this Agreement, the parties shall not disclose the above confidential information to any third party and shall not use it for purposes other than this capital increase. The provisions of these Terms shall remain in effect upon termination or termination of this Agreement. Although

9.2 has the above provisions, after notifying the relevant parties in advance within a reasonable period, all parties have the right to disclose the confidential information related to this agreement:

(1) to government agencies or banks in accordance with the requirements of law or business procedures;

(2) to employees, lawyers, accountants and other consultants on the premise that the counterparty assumes the same confidentiality obligation as the parties in this agreement.

Article 10 Change or sever

10.1 This agreement may be changed or severed after consensus among all parties.

10.2 This contract may be changed or terminated when one of the following situations occurs.

10.2.1 This contract cannot be performed due to force majeure or due to external reasons that one party has no fault but cannot prevent it.

10.2.2 One party loses the actual ability to perform the contract.

10.2.3 Due to breach of contract by one or two parties, the economic interests of the party that abides by the contract have seriously affected the contract, making the performance of the contract unnecessary.

Article 11 Applicable Laws and Dispute Resolution 11.1 This Agreement shall be subject to the laws of the People's Republic of China and shall be interpreted in accordance with the laws of the People's Republic of China.

11.2 If the parties to this agreement have disputes over the signing or execution of this agreement, they shall be resolved through friendly negotiation; if the negotiation fails to reach an agreement, either party may file a lawsuit with the people's court where the company is located.

Article 12 Appendix

12.1 This agreement takes effect from the date of signing (seal) of all parties. This Agreement is used to replace all agreements, agreements or memorandums previously reached by the parties regarding matters contained in this Agreement, in oral or written form.

12.2 This agreement is in five copies, one held by Party A, Party B and the founder shareholders, and one registered for the change of industrial and commercial shares, with the same legal effect.

12.3 If any provision of this Agreement is determined to be invalid or unenforceable for any reason, it does not affect the validity of other provisions in this Agreement; and such provisions shall continue to apply after possible or necessary modifications are made on the basis of not violating the purpose of this Agreement. The legal representative or authorized representative of the parties to this agreement has signed this agreement on the date stated on the homepage of this agreement. Hereby prove it.

(signature page)

Party A: (stamped)

Legal representative/authorized representative: (signature)

Party B: (signature) Party C: (signature)

Party D: (signature)

[Notes]

At present, there are many legal services in equity transfer similar to capital increase financing, especially many small and micro enterprises have a large legal demand in this regard. This type of enterprise often does not have full-time legal counsel or specialized legal department. When encountering such problems, professionals need to check it.

Such agreements often include financing behavior and have a large workload. The transaction price, transaction conditions, transaction methods, breach of contract liability and future company equity planning that both parties have verbally reached must be understood clearly by the legal counsel when drafting the text. In addition, the legal counsel must also have some understanding of the company's next financing plan, leaving enough operational space for the allocation of equity for future financing. Therefore, lawyers engaged in this type of business generally have many years of experience in consulting services and are more familiar with company management and equity transfer. Such demands have now become one of the hot spots of social legal services.