SHAREHOLDERSAGREEMENT股东协议.docx

1、SHAREHOLDERSAGREEMENT股东协议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（investors rights agreement）、投票协议（voting agreement）、优先购买权 / 共售权协议（ROFR an

2、d co-sale agreement）。SHAREHOLDERS AGREEMENTTHIS SHAREHOLDERS AGREEMENT (this“Agreement”) is entered into on (the“Effective Date”), by and among1. , an exempted company organized and existing under the laws of the Cayman Islands (the“Company”),3. , a limited liability company duly incorporated under

3、the laws of Hong Kong (the“HK Company”),4. , a foreign invested commercial enterprise incorporated under the Laws of the PRC (the“WFOE”),5. , a company established under the Laws of the PRC (the“Domestic Company”),6. each of the individuals and their respective holding companies listed on Schedule A

4、 attached hereto (each such individual, a “Principal” and, collectively, the “Principals”, each such holding company, a “Holding Company” and, collectively, the “Holding Companies”), and7. , a company organized and existing under the laws of the (together with its successor and permitted assign and

5、transferee, the“Investor”).Each of the parties to this Agreement is referred to herein individually as a “Party” and collectively as the “Parties”.RECITALSA The Company holds 100% equity interest of the HK Company, and the HK Company owns 100% registered capital of the WFOE.B The Company, through th

6、e WFOE, will engage in the business of (collectively, the“Business”). The WFOE Controls the Domestic Company through a Captive Structure.C The Company seeks expansion capital to grow the Business.D The Investor has agreed to purchase from the Company, and the Company has agreed to sell to the Invest

7、or, certain Series A Preferred Shares of the Company on the terms and conditions set forth in the Series A Preferred Share Purchase Agreement 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

8、named therein (the “Purchase Agreement”).E The Purchase Agreement provides that the execution and delivery of this Agreement shall be a condition precedent to the Closing.F The Parties desire to enter into this Agreement and make the respective representations, warranties, covenants and agreements s

9、et forth herein on the terms and conditions set forth herein.WITNESSETHNOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties intending

10、 to be legally bound hereto hereby agree as follows:1. Definitions.1.1 The following terms shall have the meanings ascribed to them below:“Accounting Standards” means generally accepted accounting principles in the PRC, applied on a consistent basis.“Affiliate” means, with respect to a Person, any o

11、ther Person that, directly or indirectly, Controls, is Controlled by or is under common Control with such Person. In the case of the Investor, the term “Affiliate” also includes (v) any shareholder of the Investor, (w) any of such shareholders or the Investors general partners or limited partners, (

12、x) the fund manager managing or advising such shareholder or the Investor (and general partners, limited partners and officers thereof) and other funds managed or advised by such fund manager, (y) trusts Controlled by or for the benefit of any such Person referred to in (v), (w) or (x), and (z) any

13、fund or holding company formed for investment purposes that is promoted, sponsored, managed, advised or serviced by the Investor or any of its shareholder or its shareholders general partner or fund manager.“Associate” means, with respect to any Person, (1) a corporation or organization (other than

14、the Group Companies) of which such Person is an officer or partner or is, directly or indirectly, the beneficial owner of ten percent (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 i

15、nterest 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.“Auditor”means the Person for the time being performing the duties of auditor of the Company (if any), who，unless otherwise approved by the Inve

16、stor Director, shall be one of the“Big Four”international accounting firms.“Board” or “Board of Directors” means the board of directors of the Company.“Business Day” means any day that is not a Saturday, Sunday, legal holiday or other day on which commercial banks are required or authorized by law t

17、o be closed in the Cayman Islands, the PRC or Hong Kong.“Captive Structure” means the structure under which the WFOE Controls the Domestic Company through the Control Documents.“CFC” means a controlled foreign corporation as defined in the Code.“Charter Documents” means, with respect to a particular

18、 legal entity, the articles or certificate of incorporation, formation or registration (including, 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,

19、operating agreement, joint venture agreement, business license, or similar or other constitutive, governing, or charter documents, or equivalent documents, of such entity.“Circular 37”means the Notice on Relevant Issues Concerning Foreign Exchange Administration for Domestic Residents to Engage in O

20、verseas Investment and Financing and Round Trip Investment via Special Purpose Companies (关于境内居民通过特殊目的公司境外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 Internal Revenue Cod

21、e of 1986, as amended.“Consent” means any consent, approval, authorization, waiver, permit, grant, franchise, concession, agreement, license, exemption or order of, registration, certificate, declaration or filing with, or report or notice to, any Person, including any Governmental Authority.“Contro

22、l” of a given Person means the power or authority, whether exercised or not, to direct the business, management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; provided, that such power or authority shall conclusively

23、 be presumed to exist upon possession of beneficial ownership or power to direct the vote of more than fifty percent (50%) of the votes entitled to be cast at a meeting of the members or shareholders of such Person or power to control the composition of a majority of the board of directors of such P

24、erson. The terms “Controlled” and “Controlling” have meanings correlative to the foregoing.“Control Documents” has the meaning set forth in the Purchase Agreement.“Conversion Shares” means Ordinary Shares issuable upon conversion of any Preferred Shares.“Deemed Liquidation Event” means whether in a

25、single transaction or series of related transactions (i) any merger, amalgamation, consolidation, acquisition, tender offer, reorganization or scheme thereof or other business combination or other transactions or a series of related transactions in which the holders of the voting stock of the Compan

26、y immediately prior to such transaction do not own a majority of the voting power or voting stock of the Company or the surviving or acquiring person; (ii) any sale of all or substantially all of any Group Companys assets (including by means of the exclusive licensing of all or substantially all of

27、any Group Companys intellectual property); or (iii) any termination of, unapproved amendment to or breach of any Control Documents.“Director” means a director serving on the Board.“Equity Securities” means, with respect to any Person that is a legal entity, any and all shares of capital stock, membe

28、rship interests, units, profits interests, ownership interests, 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 foregoing, or security conve

29、rtible into, exchangeable or exercisable for any of the foregoing.“Exempted Distribution” means (a) a dividend payable solely in Ordinary Shares, (b) the purchase, repurchase or redemption of Ordinary Shares by the Company at no more than the original purchase price from terminated employees, office

30、rs or consultants in accordance with the ESOP, or pursuant to the exercise of a contractual right of first refusal held by the Company, if any, or pursuant to written contractual arrangements with the Company approved by the Board (so long as such approval includes the approval of the Investor Direc

31、tor), and (c) the purchase, repurchase or redemption of the Preferred Shares pursuant to the Memorandum and Articles (including in connection with the conversion of such Preferred Shares into Ordinary Shares).“Governmental Authority” means any government of any nation or any federation, province or

32、state or any other political subdivision thereof, any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any governmental authority, agency, department, board, commission or instrumentality of the PRC or any other country, or any political subdivision thereof, any court