英汉对照：股东协议

　　英汉对照：股东协议

　　SHAREHOLDERS AGREEMENT

　　AGREEMENT made this _____________ day of ______________， （year）____， between

　　____________________ Corporation， having its principal office at

　　______________________________ ______________________________， and

　　_________________________ residing at ______________________________， and

　　_________________________ residing at ______________________________， and

　　_________________________ residing at ______________________________.

　　Whereas， the above signed parties wish to promote the Corporation\’s interests

　　and secure their own interests by making provision to avoid future differences.

　　It is therefore mutually agreed that：

　　1. As long as each of the undersigned shareholders remains a shareholder in

　　______________________________ Corporation， he or she will vote his or her

　　respective shares of stock in the corporation for each of the following named

　　directors.

　　1._____________________________

　　2._____________________________

　　3._____________________________

　　Any of the above directors who cease to be a shareholder in the Corporation

　　shall submit his or her resignation to the Corporation when he or she transfers

　　his or her shares.

　　2. Each of the undersigned parties agree that he or she shall will devote his or

　　her best efforts to the best interests and advancement of the corporation.

　　3. For the common interest of the Corporation， the undersigned shareholders

　　agree to the following people appointed and elected as officers of the

　　Corporation， as long as they remain shareholders of the Corporation and perform

　　competently， faithfully， and efficiently.

　　_________________________________________

　　（President）

　　_________________________________________

　　（Vice President）

　　_________________________________________

　　（Secretary）

　　_________________________________________

　　（Treasurer）

　　Any of the foregoing officers who ceases to be a shareholder in the Corporation

　　shall submit his or her resignation to the corporation when he or she transfers

　　his or her shares.

　　4（a）。 The undersigned shareholders agree any action taken at a meeting of the

　　shareholders that receives a vote in favor of less than ________% of the

　　shareholders may be subject to action from the dissenting shareholders. They may

　　require the other shareholders to either （1） Rescind the action or （2） Purchase

　　the shares of the corporation owned by the dissenter（s） at a price per share

　　computed on a pro rata basis according to Section 4（d） of this agreement within

　　_______ days. The below undersigned shareholders agree that should their vote in

　　favor of the action be dissented from， they will either （1） Rescind it， or （2）

　　Purchase the dissenter\’s shares computed on a pro rata basis according to

　　Section 4（d） of this agreement within _______ days.

　　4（b）。 The undersigned shareholders agree that they will not sell， pledge，

　　assign， transfer， hypothecate， or otherwise dispose of the shares of stock owned

　　by any of them， unless the shares of stock have been first offered to the

　　corporation at a price computed on a pro rata basis according to Section 4（d） of

　　this agreement. Any such offer shall be made in writing and shall remain open

　　for the acceptance of the corporation for a period of no less than ______ days.

　　Should the corporation accept the offer， it must agree in writing to purchase

　　the entire amount of stock offered and shall make a down payment comprised of

　　______% of the total purchase price. The remaining balance of the total purchase

　　price shall be paid as provided for in Section 4（e） of this agreement. If the

　　Corporation should choose not to purchase the shares within _______ days， the

　　shares shall be offered to the remaining shareholders on the same pro rata basis

　　as provided for in Section 4（d） of this agreement. Any such offer shall be shall

　　remain open for a period of ______ days and shall be made in writing. In the

　　event the remaining shareholders wish to accept the offer， they must agree in

　　writing to purchase any or all of their pro rata portion of shares， and make a

　　down payment comprised of _______% of the total purchase price. The balance of

　　the total purchase price shall be paid as provided in Section 4（e） of this

　　agreement. If any shareholder should elect not to purchase his or her portion of

　　the shares， or should elect to purchase less than the full amount， the remainder

　　shall be offered to the other shareholders on the same pro rata basis as