Chongqing small brother catering management consulting limited company in order to be able to better development and brand operations, the inclusion of new shareholders, will change the individual enterprise for the shareholding company, by the A and B side of the negotiation, on the inclusion of the new shareholders, the A and B side of the equal consultation, to reach the following partnership agreement:

Article 1: Basic information of the partnership

1. Name: Chongqing Little Brother Catering Management Consulting Co.

2. Office address: 27-7, Nanping Commercial Building, Chongqing

3. Holder of all the assets of the partnership before the agreement comes into effect: Pan Houhua<

3.

4. Scope of business: catering planning, management consulting and related business

Article 2 Partnership term

Partnership date: from January to January.

Article 3 The amount of Party B's capital contribution, the mode of capital contribution, and the period of payment are as follows:

Party A The amount of capital contribution (the current brand of tangible assets, intangible assets commuted investment) the mode of capital contribution (brand share partnership), the proportion of shares.

Party B Capital contribution (of which 400,000 yuan as investment in 16 ℃ casserole dishes flagship store, see the specific details of the agreement signed by the Little Brother Company and 16 ℃ brand partners, after investing the money, Party B enjoys 16 ℃ partners signed the agreement of the agreed income) capital contribution, the proportion of shares.

Partnership payment term

1, the first installment of yuan, in the year before the month of the day, according to the party designated account remittance, party issued a receipt as proof of receipt.

2, the remaining amount of yuan, before the month of January, according to the account specified by the remittance, Party A issued a receipt as proof of receipt.

3, Party B partnership payments as a result of the completion of the partnership agreement, the partnership agreement of tangible assets, intangible assets formally come into force, overdue partnership agreement automatically lapsed.

Article IV Dividend agreement and living subsidies

1, A and B agreed to dividends once, before the dividend, the company's operating account should be retained in the company's liquidity, as the next year's operating funds.

2, the effective date of the partnership agreement, the company's profits and normal operation of the case, A and B agreed to spend monthly from the company's earnings per person per month yuan, as A and B living allowance.

Article 5 The losses and debts of the partnership shall be borne as follows:

(1) The debts and losses of the partnership formed before the full recovery of the partners' investment costs shall be shared by the partners according to the proportion of their capital contributions, and if any of the partners is unwilling to bear the risks, it shall be dealt with according to the automatic withdrawal from the partnership, which shall not be compensated or divided into the property of the partnership. The partners shall be responsible for all the risks and losses in proportion to their capital contributions.

Article 6: The legal representative of the partnership shall represent the partnership externally to execute partnership affairs. The partners who do not execute partnership affairs have the right to supervise the execution of partnership affairs by the executing partners, have the right to inspect the accounting books and other financial information of the partnership, and execute all affairs of the company under the authorization of the representative of the partnership.

Article 7 The partners shall make resolutions on matters related to the partnership, and implement the consultation between the two partners to reach a unified opinion; if they cannot reach an opinion, they shall exercise the authority according to the representative of the legal person; however, the losses brought by the resolution shall be borne by the resolver, and the voting method of the partnership shall be governed by the provisions of the present Agreement, if there are other stipulations in this Agreement.

Article 8 The following matters of the partnership shall be unanimously agreed upon by all the partners:

(1) to change the name of the partnership;

(2) to change the scope of the partnership's business and the location of the main place of business;

(3) to dispose of the partnership's Real estate;

(4) Transfer or dispose of intellectual property rights and other property rights of the partnership;

(5) Provide guarantees for others in the name of the partnership;

(6) Employ people other than the partners to be the management and administration personnel of the partnership.

(vii) Investing in other value-added or related projects of the company.

Article 9 A partner shall not engage in activities that jeopardize the interests of the Partnership. Partners shall not engage in transactions with the Partnership except with the consent of all partners. A partner shall not engage in self-employment or cooperation with others in business that competes with the Partnership. Contracts signed by a partner with the resources of his/her partnership that have nothing to do with the income of the enterprise shall be unanimously agreed by the other partners; without the unanimous agreement of the other partners, his/her acts shall be invalid, and in case of any loss caused to a bona fide third party, the perpetrator shall be held liable for compensation in accordance with the law.

Article 10 The capital contribution of the partners, the income gained in the name of the partnership and other properties acquired in accordance with the law shall be the property of the partnership. Except as otherwise provided in this Agreement, the partners shall not request the division of the partnership property before the liquidation of the partnership.

When a partner transfers all or part of his/her share in the partnership to a person other than a partner, the unanimous consent of the other partners shall be required, and the other partners shall have the right of first refusal under the same conditions; the other partners shall be notified of the transfer of all or part of their share in the partnership among themselves.

When the People's Court enforces the enforcement of a partner's share of property in a partnership, the partner who executes the partnership affairs shall notify all the partners that the other partners have the right of first refusal; if the other partners fail to purchase and do not agree to transfer the share of property to another person, they shall make a settlement of the withdrawal of that partner or make a settlement of the reduction of that partner's share of the corresponding property.

Article 11 of the new partner into the partnership, shall be unanimously agreed by all partners, and in accordance with the law to enter into a written partnership agreement. The new partners shall enjoy the same rights and bear the same responsibilities as the original partners. The new partner shall bear unlimited joint and several liability for the debts of the partnership before entering into the partnership, and when entering into the partnership agreement, the original partner shall truthfully inform the new partner of the original partnership's business status and financial status.

Article 12 During the period of existence of a partnership, a partner may withdraw from the partnership under any of the following circumstances:

(1) by unanimous consent of all partners;

(2) when there is a reason for which it is difficult for the partner to continue to take part in the partnership;

(3) when other partners have seriously violated the obligations under the partnership agreement;

(3) when a partner is unable to continue to take part in the partnership. (c) The other partners are in serious breach of their obligations under the partnership agreement.

Article 13 A partner may withdraw from the partnership without adversely affecting the execution of the partnership affairs, but shall notify the other partners thirty days in advance.

Article 14 If a partner withdraws from the partnership in violation of the provisions of Articles 12 and 13 of this Agreement, he/she shall compensate for the losses caused to the partnership.

Article 15 A partner withdraws from the partnership ipso facto if any of the following circumstances applies:

(1) the partner dies or is legally declared to be dead;

(2) the individual loses his/her solvency;

(3) the partner's share of the entire property in the partnership is enforced by the People's Court. enforced by the People's Court.

If a partner is legally recognized as a person without civil capacity or a person with limited civil capacity, he or she may be converted into a limited partner with the unanimous consent of the other partners. If the other partners fail to unanimously agree, the incapacitated or restricted partner withdraws from the partnership.

Article 16 If a partner has any of the following circumstances, he or she may be removed from the partnership by resolution with the unanimous consent of the other partners:

(a) failing to fulfill the obligation to make capital contributions;

(b) causing losses to the partnership enterprise due to intentional or grossly negligent acts;

(c) improper acts in the execution of partnership affairs;

(d) causing damage to the partnership enterprise due to intentional or grossly negligent acts. (c) committing an improper act in the execution of partnership affairs, which causes serious loss or serious influence on the enterprise;

The resolution of removing a partner from the partnership shall be notified in writing to the person being removed from the partnership. On the date of receipt of the notice of removal by the person to be removed, the removal shall take effect and the person to be removed shall withdraw from the partnership.

If the excluded person has any objections to the resolution of exclusion, he/she may file a lawsuit to the People's Court within thirty days from the date of receipt of the exclusion notice.

Article 17 If a partner dies or is legally declared dead, the heir who has the right to legally inherit the partner's share of property in the partnership shall, with the unanimous consent of the other partners, acquire the partnership status from the date of the commencement of the inheritance.

The partnership shall return to the heirs of a partner the share of the property of the inherited partner in any of the following cases:

(a) the heirs are unwilling to become partners;

(b) the partnership agreement stipulates that the heirs cannot become partners in other cases.

If the heir of a partner is an incapacitated person or a person with limited capacity for civil behavior, he/she may become a limited partner with the unanimous consent of the other partners. If the other partners fail to unanimously agree, the partnership shall return the share of the property of the inherited partner to the heir.

Article 18 If a partner withdraws from the partnership, the other partners shall settle with the withdrawing partner in accordance with the property status of the partnership at the time of withdrawal, and return the property share of the withdrawing partner. If the withdrawing partner is liable to compensate for the losses caused to the partnership, the amount of compensation to be compensated shall be deducted accordingly. If there is any unfinished business of the partnership at the time of withdrawal, the settlement shall be made after the settlement of such business. The return of the partner's share of the property in the partnership shall be agreed upon in the partnership agreement or decided by all the partners, and it can be returned in money or in kind.

Article 19 A withdrawing partner shall bear unlimited joint and several liability for the debts of the partnership incurred before the withdrawal. If the partnership property is less than the partnership debt when a partner withdraws from the partnership, the withdrawing partner shall distribute and share it in accordance with the proportion of paid-in capital.

Article 20 A partnership shall be dissolved under any of the following circumstances:

(1) the expiration of the term of the partnership, and the partners decide not to run the business;

(2) the emergence of the reasons for dissolution as stipulated in the partnership agreement;

(3) the decision of all the partners to be dissolved;

The partners shall be liable for the debts of the partnership.

(D) the partners have not had a quorum for thirty days;

(E) the partnership purpose agreed in the partnership agreement has been realized or cannot be realized;

(F) the law is revoked, ordered to close down, or withdrawn;

(G) other reasons stipulated by the law, administrative regulations. Regulations stipulate other reasons.

Article 21 The dissolution of a partnership shall be carried out by a liquidator. The liquidator may be all the partners; with the consent of a majority of all the partners, the liquidator may also be appointed by one or several partners, or entrusted to a third person, within fifteen days after the occurrence of the cause of dissolution of the partnership. The liquidator shall notify the creditors of the dissolution of the partnership within ten days from the date of the appointment, and publish the notice in the newspaper within sixty days. During the liquidation period, the liquidator performs the following affairs:

(1) liquidate the partnership property and prepare a balance sheet and a list of the property respectively;

(2) dispose of unfinished matters of the partnership related to the liquidation;

(3) settle the outstanding tax;

(4) liquidate claims and debts;

( (d) liquidate claims and debts;

(e) dispose of the residual property of the partnership after settling debts;

(f) represent the partnership in litigation or arbitration activities.

During the liquidation period, the partnership shall not carry out business activities unrelated to the liquidation. The remaining property of the partnership property after paying the liquidation expenses and employees' wages, social insurance costs, statutory compensation and payment of owed taxes and debts, shall be distributed and shared by the partners in proportion to their paid-in capital; at the end of the liquidation, the liquidator shall prepare a liquidation report, which shall be signed and stamped by all the partners, and then submit the liquidation report to the enterprise registration authority within fifteen days to apply for the registration of the deregistration of the partnership. After the liquidation of the partnership, the partners shall submit the liquidation report to the enterprise registration authority within fifteen days. After the cancellation of the partnership, the partners shall still bear unlimited joint and several liability for the debts of the partnership during the period of its existence.

Article 22 A partner shall be liable to compensate for any loss caused to the partnership or other partners by unauthorized handling of matters agreed in the partnership agreement to be carried out with the unanimous consent of all partners.

Article 23 If a partner executes partnership affairs or a partnership practitioner utilizes the convenience of his or her position and appropriates for himself or herself the benefits that should go to the partnership or uses other means to misappropriated the property of the partnership, he or she shall return such benefits and property to the partnership; and if he or she causes losses to the partnership or other partners, he or she shall be liable to compensate for such losses according to the law. If a change in the registered matters of a partnership occurs and the partner who executes the partnership affairs fails to apply for the registration of the change on time, he or she shall compensate for the losses caused to the partnership, other partners or bona fide third parties.

Article 24 If a partner who does not have the right to execute affairs executes partnership affairs without authorization and causes losses to the partnership enterprise or other partners, he shall be liable for compensation according to law.

Article 25 If a partner violates the agreement of partnership and engages in a business that competes with the partnership or conducts transactions with the partnership (except for investment projects in which the partner has been notified that the partner is unwilling to invest), the proceeds shall be owned by the partnership; and if he or she causes losses to the partnership or other partners, he or she shall be held liable for compensation in accordance with the law.

Article 26 Contract dispute resolution.

All disputes arising out of or in connection with this Agreement shall be negotiated between the partners***, and if the negotiation fails, submitted to the People's Court of the place where the partnership is located.

Article 27 Others

(1) Upon the consensus of all the partners, the partners may amend this Agreement or make additions to the outstanding matters; in case of any conflict between the contents of the additions or modifications and this Agreement, the contents of the additions or modifications shall prevail.

(b) This Agreement in two copies, A and B each party.

(c) This agreement is signed by all partners, perfect the agreement after the third agreement.

The following is a signature page without text.

Party A: Identity card number:

Residential address:

Party B: Identity card number:

Residential address:

Residential address.