Snail miner outlet

1. Private equity investment framework agreement
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the purpose of this framework agreement is to stipulate the main contract terms of a's investment in B, which is only for negotiation
this framework agreement does not constitute a legally binding agreement between the investor and the company, but the "confidentiality clause"] "exclusive clause" and "management fee" are legally binding. This Agreement shall be legally binding on the parties after the investor has completed the e diligence and obtained the approval of the investment committee and notified the company in writing (including e-mail). The notifying party shall try its best to conclude, sign and approve the investment contract in accordance with the provisions of this agreement
exclusivity clause
exclusivity clause stipulates an exclusive lock-in period for target enterprise B to trade with investor a. During this period, B cannot negotiate similar transactions with other investors. In venture capital business, the lock-in period may be only 60 days; In a merger and acquisition business, the lock-in period can be very long
confidentiality clause
the confidentiality clause in the letter of intent and the confidentiality agreement stipulate different confidentiality contents. The main provision of this clause is that no party shall disclose the contents of the transaction and the opinions of any party to any person without the consent of all parties. For those confidential information that other parties do not have and are not known to the public in advance, all parties shall promise to use such information only for the purpose of transaction, and try their best to prevent such confidential information from being obtained by other people by illegal means. Each party shall also guarantee that it will only provide confidential information to relevant employees and professional consultants, and inform them of their confidentiality obligations while providing confidential information
advance work
in this part, we should record the premise of bilateral transaction. The most important thing is whether the seller has the right to sell the equity of the target enterprise. If there is a right, it should be explained how the right is obtained
schele
in the framework agreement, the schele of the whole transaction should be specified. Generally, the schele consists of three main phases. The first stage is that a injects capital into B; The second stage is the cooperation between a and B to promote the value of B; The third stage is that after a quits, a and B should also work together to establish a long-term friendly strategic cooperative relationship and promote the further development of B. The content of the third stage is mainly to pave the way for further cooperation in the future. But the first two stages are very important for a and B
investment terms
this kind of terms mainly stipulates the total amount of investment, price, etc., and usually includes the following terms
1. Investment amount
this clause stipulates the total amount of investment, the number of shares purchased, and the proportion of these shares in the total number of shares after dilution. In addition, the form of acquisition of shares should be specified in this clause. Because investors may not always be able to inject capital in the way of purchasing common stocks, the tools that investors can choose can also be preferred stocks, convertible bonds or just loans. Even ordinary shares may be restricted ordinary shares, which should be explained. As common stock has the most extensive rights, in the next part, we will take common stock investment as an example to set up this framework agreement
2. Purchase price
in this clause, we should point out the purchase price of each share of the investor and the stock price of B before and after the investment
3. Value adjustment clause
this clause will stipulate: if B can achieve certain business performance within the specified period, then a will reward the initial owner of B with a certain proportion of equity; If B can't, then B will transfer a certain proportion of equity to a at a symbolic price or free of charge
4. Delivery conditions
this clause stipulates the conditions for delivery by both parties. The investor shall conct the investment in accordance with the investment agreement acceptable to both a and B. in addition to the appropriate and general representations, guarantees and commitments made by B, other contents may also be included
5. Delivery date
the delivery date is the date when a officially becomes the shareholder of B through the necessary instrial and commercial registration< In order to protect their own interests, investors usually obtain certain rights for themselves in the agreement
1. The right to increase capital
mainly endows investor a with such a right; In the future, investor a has the right to buy a certain number of shares from enterprise B at an agreed price. This is a right, so a has the right to enforce and not to enforce
2. Dividend distribution right
this clause is to avoid the adverse impact of B's excessive distribution of profits on a's investment value. It is generally stipulated that if the distributable profit does not reach a certain proportion of the total investment of investors, B shall not distribute the profit without the written approval of A
3. Liquidation right
this clause aims to protect a's investment interests when B goes into bankruptcy liquidation. Usually, in bankruptcy liquidation, a will get a priority quota over other equity holders. This amount can be set as a certain proportion of a's total investment. When investor a gets the preferential quota, the remaining part will be distributed to all shareholders including a according to the proportion of equity
4. Redemption right
this right aims to solve the problem that investors can not withdraw after several years of investment. This provision stipulates that investor a has the right to sell its shares to B at a certain price at any time after a certain number of years after the completion of the settlement. Generally, this price is the one with higher value in the following two cases: first, the net assets of a's shares as reflected in the latest financial statements of B; In the second case, the total investment of a to B plus the capital increase of a to B plus the total interest calculated at a certain annual interest rate (usually 15% - 20%) from the above investment to the redemption date
if B is unable to pay the amount of the redeemed shares, then B is obliged to pay the amount as soon as possible. If B's cash is insufficient to pay, then a's equity will automatically be converted into one-year commercial paper (interest can be specified)
moreover, a still has the right to remain a director on B's board of directors until B completes the redemption
5. Anti dilution clause
this clause will protect investor a from losses caused by the fact that the valuation when B issues additional shares is lower than that when a invests in B. It is usually stipulated in this clause: when B issues additional shares, the valuation of the company is lower than that of the company corresponding to a, and a has the right to obtain a certain proportion of additional equity free of charge or at a symbolic price from the initial owner of enterprise B or B
6. The preemptive right of new shares
this clause will ensure that investors will not rece the proportion of controlling shares e to the issuance of new shares. In this clause, it is usually stipulated that investors have the right of preemption when issuing new shares, and the price and conditions are the same as other investors
7. Most favorable terms
this term is used to ensure that investor a is in a favorable position in the cooperation of investor B. In this clause, it is usually stipulated that if B has more favorable terms in future financing or existing financing than the transaction with a, then a has the right to enjoy the same preferential terms
8. The right of first refusal and the right of joint sale
in this clause, investor a is given such rights; If other equity investors plan to transfer equity to a third party, then investor a has the following rights:; Investor a has the right to prohibit such transactions; Investor a has the right to sell shares to a third party on the same terms
however, the clause should stipulate that the equity transfer of investor a is not within this limit. Moreover, investor a does not have to bear the obligation of giving priority to other ordinary investors in equity transfer
9. Listing registration right
this clause will avoid the loss caused by investor a's inability to transfer shares after listing in enterprise B according to the law
in this clause, it is usually stipulated that if investor a is unable to transfer the shares within a certain period of time (such as after 4 years of IPO or 8 years after the delivery date), other shareholders of enterprise B should, at the request of investor a, sell or not sell the shares they hold as little as possible
if B needs to restructure and a needs to give up some rights, then investor a has the right to recover the lost rights and interests if the company still fails to realize IPO within a certain period of time after B's restructuring
10. Lock in
this clause stipulates that the original investor or shareholding manager of enterprise B shall not transfer its shares to a third party without the written consent of investor a. Even if the shareholding manager is no longer employed by the company, he still needs to fulfill this obligation
11. Put right
this clause will give investor a the right to sell enterprise B if enterprise B fails to be listed within the specified time. In this case, other investors have no right to raise objection
12. Information right
as long as investor a holds the shares of enterprise B, enterprise B should provide a with information in the form approved by A. This includes monthly financial reports, budget reports, copies of all documents or information provided to shareholders and information provided to other persons, the public or regulatory bodies
13. Board seats and protective clause
in this clause, it should be stipulated that investor a can insert a certain number of directors into the board of directors of enterprise B. The protective clause stipulates that B's transaction needs to be supported by a considerable proportion of equity, otherwise it has no right to carry out the transaction
14. Waiver of rights
this clause specifies under what circumstances investor a will give up the above rights. It is usually stipulated that if enterprise B can be listed and the share price is above a certain level, investor a will give up the above rights
but usually, even in this case, investors' information rights and listing registration rights will not be lost
transaction clause
transaction clause stipulates some licensing and restrictions on enterprise B's behavior
1. Purpose of the proceeds
this clause will specify the scope within which enterprise B can use the funds. Usually, the investment capital can only be used for business expansion, R & D investment or as working capital with the permission of investor a
2. Employee and board options
this article is designed to specify how enterprise B uses the option award. Generally, investor a allows enterprise B to reserve a certain proportion of shares as future rewards to employees and directors. Investor a's restriction on B in this clause is that investors should avoid B transferring the assets of the enterprise at a low price by way of option reward, or dispersing a's influence on B's board of directors. Therefore, according to the most favorable terms and anti dilution terms, the exercise price of the equity granted by B should not be lower than the price given to A. at the same time, when these options are granted, a's directors in B should also obtain a considerable proportion, so as to maintain their position in the board of directors after the exercise
3. Management fee clause
management fee clause is a matter of who will pay the expenses incurred in the transaction. According to the Convention, the enterprise will pay the e diligence fees and the fees for hiring lawyers, accountants, appraisers, translators and other professionals to complete all the documents. Investors usually bear the costs of investment decisions, such as the fees paid to consultants and experts, consulting fees

2. Two stars and one star are OK. There's a great chance to dig more than 5 layers. Hope to adopt it!

3. Snail Bob

4. Because if this is exported to other countries, there will be biological invasion. This will do great damage to the environment, so many countries will limit it.

5. At present, most of the domestic consumers have not formed the habit of eating snails. Baiyu snails are mainly used for export. However, the number of domestic white jade snail processing plants is small, and the total amount of processing and export is limited. In our province, there is no company with mature breeding technology and a complete instrial system of base, scientific research, processing and sales. Therefore, the sales channel of Baiyu snail is relatively narrow, and the market demand is extremely limited. In recent years, it is popular to fry snails in domestic market. According to the relevant personage of economic animal and plant breeding center of Huazhong Agricultural University, there are many informal units in the market now. They release false price information and sales information, which makes the price of breeding snails once rise to more than 20 yuan, which greatly exceeds the normal international and domestic market level. As a result, Baiyu snail breeding instry is in a chaotic state. According to experts from the provincial agricultural technology station, most of the early white jade snail farmers were confident after listening to these exaggerated or false information, and eventually lost their money e to poor market sales. For those who have begun to breed snails, relevant experts especially remind that Baiyu snail is not only a kind of nutritional food, but also an intermediate host of human and livestock parasites and a variety of pathogenic bacteria, which has great harm to crops, so management must be strengthened in the proction process.

6. On the last day, I climbed 3 meters to the wellhead in the daytime, so I didn't have to fall at night, so 9-3 = 6. Before that, I could climb 1 meter every day, 6 / 1 = 6 days, plus 6 + 1 = 7 on the last day, I could climb out in 7 days

7. Introction: Wuhu snail Information Technology Co., Ltd. was established on May 29, 2015. Its main business scope includes information technology R & D, computer software and hardware information consulting, technology R & D and sales of electronic procts and communication equipment, computer system integration, communication engineering design and construction, etc
legal representative: Yang Qingsong
time of establishment: May 29, 2015
registered capital: RMB 5 million
Instrial and commercial registration number: 34020000023428
enterprise type: limited liability company (solely owned by natural person)
address: 2610, 2611, H building, Ronghui Zhongjiang Plaza, Jinghu District, Wuhu City