Read the contract first
then talk partnership

1.1 The parties operate MULAN DIAN® stores through a jointly established store company (a limited liability company): Party A is the controlling party, holding no less than fifty-one per cent (51%); Party B joins as a minority partner, sharing gains and bearing losses by shareholding.

1.2 Party A's controlling position is the precondition of the cooperation, with no exception for format, city or size of investment. This brand does not accept pure brand-licensing, brand affiliation, or capital-guaranteed cooperation.

1.3 The store company is registered, accounted for, and holds liability independently. Party A and Party B are liable to the store company each up to their own subscribed capital.

2.1 Party B contributes mainly in cash; where property, sites or other resources are contributed at a valued price, they must pass a valuation process recognised by both parties and be confirmed in writing in the formal agreement — no verbal recognition.

2.2 Party A's holding ranges from 51% — 70%; the exact ratio is set city by city against format and investment, written into the formal agreement and the articles of association, and entered in the business registration.

2.3 Equity is registered under real names; nominee holding, silent investment or entrusted shareholding is not permitted.

2.4 The cooperation takes effect only once capital is fully paid in. Neither party may raise capital from any third party on the basis of this framework text or verbal promises.

3.1 Party A appoints the store company's executive director (or general manager) and finance lead, who direct daily operations and keep the standards executed in full.

3.2 Party B may hold store management roles, paid by duty and appraised as such; Party B is a shareholder — not an authorised operator.

3.3 Major matters — capital increases or reductions, merger, division, dissolution, external guarantees, transfer of equity to outside parties — require the unanimous consent of all shareholders before they are carried out.

3.4 Party A's supervision and inspection system conducts checks and spot checks to standard, and the store shall cooperate; findings and rectification requirements are kept on written record.

4.1 The store uses the MULAN DIAN® brand, storefront, visuals and service standards, and executes "one brand, one taste, one supply chain, one equipment set, one image".

4.2 Brand use is exercised through Party A's controlling shareholding in the store company — an internal licence from parent to controlled company. This agreement grants no outward brand licence, and the store company is not a licensee.

4.3 Ownership of the trademark and other intellectual property stays with Party A throughout; it does not transfer through the cooperation. If the store closes or terminates, or a share transfer costs Party A its controlling position, the store ceases using the brand and the entire system.

5.1 Tea fillings, finished goods and core materials are supplied by Party A's central kitchen, cold chain direct; the store may not source, substitute or de-spec core materials on its own.

5.2 Output follows Party A's standards, the fire and parameters written into equipment presets; core equipment may not be modified or swapped without authorisation.

5.3 The store executes the national retail price system; cross-territory diversion, undercutting sales, or selling outside the system is not permitted.

6.1 The store company holds an independent corporate account, and all operating revenue enters it; accounts are reported monthly, and Party B may inspect and copy them.

6.2 Profit is distributed by paid-in shareholding; losses are borne by paid-in shareholding.

6.3 This agreement sets no floor, guarantees no interest, promises no returns and promises no payback period; any verbal or written promise conflicting with this article is void.

7.1 Dining operations carry uncertainty — footfall, costs, competition. The parties bear operating losses by shareholding, limited to their capital.

7.2 Before signing the formal agreement, Party B shall read every clause in full; signature is taken as full awareness and voluntary acceptance of operating risk.

8.1 A lock-up period runs from opening day, its length written into the formal agreement; within it, Party B may not withdraw capital, transfer equity, or exit unilaterally.

8.2 Party A holds a right of first refusal on Party B's equity; any transfer to a third party requires Party A's written consent.

8.3 Exit valuation rests on a third-party audit accepted by both parties, settled by net assets and the mechanism agreed in the formal agreement.

8.4 Once exit or transfer completes, the store ceases using the MULAN DIAN® brand and all system materials.

9.1 The cooperation is open only to specific parties selected through interview. Party A does not raise store-opening funds from the general public through this page or any channel.

9.2 Party B shall have risk capacity matching the capital contributed, and warrants that the source of funds is lawful and compliant.

9.3 Should any organisation or person raise capital from the public in MULAN DIAN®'s name or promise returns, Party A will pursue liability to the full extent of the law and end the cooperation concerned.

10.1 Recipe parameters, SOPs, member and operating data, and the agreement's contents are confidential between the parties; the duty of confidence survives the end of the cooperation.

10.2 Related intellectual property — MULAN XU®, MIAORANTANG®, the intelligent fire and others — is exercised per its own ownership; the store uses it within the scope granted.

11.1 Breaches of the five unifications, the supply-chain or the price clauses, uncorrected after written notice, entitle Party A to act as the formal agreement provides — up to ending the cooperation.

11.2 After dissolution or termination, the store company is liquidated per law, and remaining assets are distributed by shareholding.

12.1 This agreement is governed by the laws of the People's Republic of China.

12.2 Where negotiation fails, disputes go to the people's court or arbitration body with jurisdiction as agreed in the formal agreement.