Entry and exit mechanism

Entry mechanism:

Access conditions: According to the actual situation and needs of the company's development, the shareholders to be introduced should have the same interests as the original shareholders, can help the company's development, conform to the provisions of the company's articles of association or be approved by the board of directors (or shareholders' meeting).

Entry method: If new shareholders are introduced, the original shareholders agree.

Proportional dilution

Or transfer the equity to the original shareholder with unanimous written consent.

Exit mechanism:

According to the provisions of the Articles of Association or with the approval of the board of directors (or shareholders' meeting), shareholders can transfer their equity internally, externally or in other ways to realize their withdrawal, otherwise, they can withdraw in different ways according to the following circumstances:

One,

Of course (original price repurchase)

In our opinion, under any of the following circumstances, the company will repurchase its shares at the original subscription price and will no longer pay dividends for the current year:

1.

Shareholders lose their ability to work;

2.

Shareholders are dead, declared dead or missing;

3. Shareholders reach the retirement age stipulated by law or the company;

4. A legal person or other organization as a shareholder is revoked its business license, ordered to close down, revoked or declared bankrupt according to law;

5.

If a shareholder is incompetent for the post or refuses to obey the company's work arrangement, he shall be disqualified with the approval of the company's board of directors;

6. Due to force majeure or unexpected events, this contract cannot be continued in law or in fact, or the fundamental purpose of the contract cannot be realized;

7.

Other circumstances in which the labor contract is terminated without the fault of the shareholders.

If the above situation does not affect the exercise of shareholders' rights (for example, shareholders do not hold positions in the company) and the development of the company, with the approval of the board of directors (or shareholders' meeting), shareholders may retain their rights.

Second,

Exit list (free repurchase)

Under any of the following circumstances, the company has the right to cancel its shareholder qualification, recover its equity without compensation, and no longer pay the dividend for the current year. If losses are caused to the Company, it shall compensate the Company:

1. Not full.

Resign voluntarily from;

2. Transfer, pledge, trust or dispose of its equity in any other way without the approval of the company's board of directors (or shareholders' meeting);

3. Serious violation of the company's rules and regulations;

4. Serious dereliction of duty and graft, causing heavy losses to the company;

5. Without the approval of the company's board of directors (or shareholders' meeting), engage in self-employment, joint venture with others or operate the same or similar business as the company's business for others;

6. Being investigated for criminal responsibility according to law;

7. According to the "Performance Appraisal Management Regulations", the positions that failed the assessment for three months or failed the assessment for two consecutive months in the assessment year;

8. Shareholders have other behaviors that seriously damage the interests and reputation of the company.

Third,

Exit at maturity (current repurchase)

If a shareholder retires or retires after holding the company's shares for a certain period of time, the company can buy back its shares at the current price.

Reference mode:

/kloc-due in 0/0 year:

If a shareholder voluntarily resigns, withdraws or retires after holding the equity for 10 years, the company will buy back the equity held by him at the current price: the net assets of the company in the previous year corresponding to the shareholding ratio of the shareholder. However, shareholders can choose between the following two repurchase methods according to their own needs:

1. The company repurchases shares once and pays dividends for five years according to the dividend standard of the previous year;

2. The company repurchases 20% of its total equity each time, and repurchases the equity it holds year by year within five years, and the shareholders have the right.

Every time you buy back, the company enjoys dividends on the net profit of the previous year and the amount of equity it owns. However, if the shareholder dies within five years, the company will buy back the remaining shares at the current price, and the dividend will not be paid.

Shareholders must make a choice within a reasonable period stipulated by the company's board of directors and inform the company's board of directors in writing. If the shareholders fail to notify the company's board of directors in writing within a reasonable period of time, the company's board of directors will default to the shareholders' choice of the first repurchase method.