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增资协议模板(英文)CAPITALINCREASEAGREEMENT

作者： admin 发布日期： 2023-01-14

CAPITAL INCREASE AGREEMENT

The Capital Increase Agreement(“Agreement”) is made on May 24, 20XX in Beijing by and among the followingparties:

Party A: Beijing Super TV Co., Ltd.

Legal representative: Jianhua Zhu

Add.: 4/F, Tower B, Jing-Meng High-TechBuilding No. 5 Shangdi E. Road, Haidian District, , Beijing

Party B: Beijing Ying Zhi Cheng TechnologyCo., Ltd.

Legal representative: Jun Hong

Add.: 2/F, Tower B, Jing-Meng High-TechBuilding, No. 5 Shangdi E. Road, Haidian District, , Beijing

Party C: Beijing Novel-Super Digital TVTechnology Co., Ltd.

Legal representative: Jianhua Zhu

Add.: 4/F, Tower B, Jing-Meng High-TechBuilding, No. 5 Shangdi E. Road, Haidian District, , Beijing

Party D: Beijing Joysee Technology Co.,Ltd. (“Party D” or “Company”)

Legal representative: Jun Hong

Add.: Building 3, No. 3 Xijing Road,Badachu Hi-tech Park, Shijingshan District, , Beijing

Party A, Party B, Party C and Party Dhereto are hereinafter individually referred to as a “Party” and collectivelyreferred to as the “Parties”.

Whereas,

1. PartyD is a joint stock limited company engaged in intelligent terminal and itsvalue-added business, which was established by Party A and Party B on April 29,20XX in Beijing.

2. PartyD issued 6 million shares to Party C by means of share issuance.

3. PartyC made the Shareholder Agreement with Party A and Party B on May 24, 20XX andagreed to subscribe for new shares of the Company according to the Agreementand the conditions set forth in the Shareholder Agreement.

NOW, THEREFORE, it is agreed as followsconcerning Party C’s subscription for Party D’s new shares through friendlynegotiation on the basis of equality and mutual benefit in accordance with theCompany Law of the People’s Republic of China.

Article 1 Subscription for IncreasedCapital

1.1 Itis agreed that estimated value of Party C’s investment in Party D prior to thedate of this capital increase is RMB30 million (“Company’s Estimated Value”).Party A and Party B confirm that they will not require increasing theconsideration for capital increase or the Company’s Estimated Value due tochanges in value addition of the Company’s assets from the date of theAgreement to the closing date.

1.2 Accordingto the terms and conditions of the Agreement, Party D shall issue anddistribute 6 million new shares to Party C, and Party C agrees to subscribe forthe Company’s new shares at the price of RMB6 million (“Consideration forCapital Increase”).

1.3 Arrangementof the Consideration for Capital Increase: Party D’s registered capital will beincreased to RMB36 million after Party C remits the Consideration for CapitalIncrease to Party D’s account in full amount for subscribing for new shares.

1.4 Dateof payment: Party C shall, within fifteen (15) days as of the date of theAgreement, remit the Consideration for Capital Increase to Party D’s account infull amount.

1.5 PartyD’s account Name: Capital Contribution Account of Beijing Joysee TechnologyCo., Ltd. Bank: Bank of Beijing Hangtian Sub-branch A/C.: [ ]

1.6 Aftercompletion of this capital increase, the equity proportion of the Company’sshareholders is as follows:

Shareholder (Name or Title) Subscription Paid-upAmount up to the Date of Application for

Alteration Registration

Subscribed for Method of

Capital

Contribution Date of Capital

Contribution Shares

Subscribed

for Methodof

Capital

Contribution Date of Capital

Contribution

Beijing Super TV Co., Ltd. 27,000,000 Incash April 29, 20XX 27,000,000 In cash April 29, 20XX

Beijing Ying Zhi Cheng Technology Co., Ltd. 3,000,000 Incash April 29, 20XX 3,000,000 Incash April 29, 20XX

Beijing Novel-Super Digital TV TechnologyCo., Ltd. 6,000,000 In cash May20XX 6,000,000 In cash May20XX

Total 36,000,000

RMB36,000,000

paid in cash

1.7 Byexecution of the Agreement, Party A and Party B hereby irrevocably waive thefirst refusal for subscribing for the Company’s new shares set forth in theArticles of Association of the Company or any other valid written legaldocument.

1.8 Allcosts and expenses incurred from this capital increase (including, but notlimited to, charges payable to the examination and approval authority andcharges for alteration registration) shall be for the account of Party D.

Article 2 Special Provisions on Issuance ofNew Shares

2.1 Conditionsprecedent to the issuance of new shares: Party D agrees to issue 6 millionadditional shares to Party C in order to meet the laws and the requirements ofthe Company’s Employee Incentive Plan. Party D is sufficiently aware of theconditions precedent to Party D’s issuance of new shares and agrees to performits obligations as follows.

2.2 6million shares obtained by Party C by subscribing to Party D’s new shares shallbe for implementation of Party D’s Employee Incentive Plan. Party C agrees totransfer all or part of the shares it holds to the Company’s inspired employeesat the price of RMB1 per share.

2.3 Withoutthe written consents of Party A and Party B, Party C shall not transfer theaforesaid shares to any third person.

Article 3 Termination

The Agreement may be terminated in case ofthe following circumstances:

3.1 theParties reach a written agreement;

3.2 theAgreement cannot be performed continually as a result of force majeure event asmentioned herein, which lasts more than six (6) months.

Article 4 Confidentiality

4.1 Unlessotherwise stipulated, each party shall deem as confidential, and shall notdisclose or use, any information with respect to the following issues receivedor obtained for execution and performance of the Agreement (or any agreementmade under this Agreement):

1) termsof the Agreement, and those of any agreement made hereunder;

2) negotiationin connection with the Agreement (and any other agreement); or

3) business,financial affairs or other affairs of any other party (including future plansand targets).

4.2 Incase of the following circumstances, Article 4.1 may not be used forprohibiting disclosure or use of any information:

1) whichis to be disclosed or used in accordance with laws, rules or regulations of anyregulatory authority or any recognized securities exchange;

2) whichis to be disclosed or used for granting all interests hereunder to one party;

3) whichis to be disclosed or used for any judicial procedure arising from or under theAgreement or any other agreement made under the Agreement, or reasonablydisclosing tax affairs of the disclosing party to any tax authority;

4) whichis disclosed to each party’s professional consultants who shall abide by theprovisions of Article 4.1 on such information, as if they are the partieshereto;

5) whichhas been in public domain through no breach of the Agreement; or

6) ofwhich disclosure or use has been approved by the other party.

Article 5 Default Liability

5.1 Wherethe Agreement cannot be performed, whether completely or in part, due to eachparty’s default, the breaching party shall assume the default liability; if eachparty is in fault, the Parties shall assume their respective defaultliabilities in terms of actual circumstances.

5.2 Eachparty’s default activity shall entitle non-breaching parties to send a writtennotice to the breaching party. Unless the breaching party takes timely andsufficient remedies within seven days, the non-breaching parties shall have theright to claim for damages.

Article 6 Applicable Law and DisputeSettlement

6.1 Anydispute arising from execution, interpretation and performance of the Agreementand in connection with the Agreement shall be governed by Chinese laws ineffect.

6.2 Duringperformance of the Agreement, any dispute in connection with the Agreementshall be settled through friendly negotiation by the Parties. Where a disputecannot be settled through negotiation within thirty days as of the occurrencedate, each party has the right to submit the dispute to Beijing ArbitrationCommittee for arbitration according to its arbitration rules then in effect.Arbitral awards shall be final and binding upon the Parties.

Article 7 Notice

Any and all notices, demands, orders orother communications required or to be made under the Agreement shall be inwriting and sent by the following one or several methods. Notices shall bedeemed served on: (a) the date of delivery in case of delivery in person; (b)the date as mentioned in the confirmation note of fax transmission if sent byfax; or (c) on the tenth (10th) business day after delivery to the express ifsent by EMS or other express; if the date of written confirmation sent by theexpress to addresser is earlier than the aforesaid date, the date confirmed inwriting shall be the service date. All notices, demands, orders and othercommunications shall be sent to the following addresses or other addressesinformed to the other parties from time to time:

Party A: Beijing Super TV Co., Ltd.

Add.: 4/F, Tower B, Jing-Meng High-TechBuilding, No. 5 Shangdi E. Road, Haidian District, , Beijing

Fax: (010) – []

Party B: Beijing Ying Zhi Cheng TechnologyCo., Ltd.

Add.: 2/F, Tower B, Jing-Meng High-TechBuilding, No. 5 Shangdi E. Road, Haidian District, , Beijing

Fax: (010) – []

Party C: Beijing Novel-Super Digital TVTechnology Co., Ltd.

Add.: 4/F, Tower B, Jing-Meng High-TechBuilding, No. 5 Shangdi E. Road, Haidian District, , Beijing

Fax: (010) – []

Party D: Beijing Joysee Technology Co.,Ltd.

Registered add.: Building 3, No. 3 XijingRoad, Badachu Hi-tech Park, Shijingshan District, , Beijing

Fax: (010) – []

Article 8 Miscellaneous

8.1 TheAgreement shall take effect upon signatures and seals of the Parties.

8.2 Noparty may amend all or part of the terms of the Agreement or rescind theAgreement without a written agreement among all the Parties throughnegotiation.

8.3 Anymatter uncovered herein shall be specified in the supplementary agreementthrough unanimous consent of the Parties. The supplementary agreement shallhave equal legal effect with the present Agreement.

8.4 TheAgreement shall be written in Chinese in four duplicates with equal legaleffect, one for each party.

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