Common use of Proxy Rights Clause in Contracts

Proxy Rights. 1.1 Party B severally and not jointly, unconditionally and irrevocably undertakes to sign the Power of Attorney (hereinafter referred to as the “Power of Attorney”) with the same content and format as shown in Appendix I of this Agreement the date hereof, and authorize Party A or Party A’s director of its overseas parent holding company and liquidator or other successor performing such director’s duties as agent (hereinafter referred to as the “Trustee”) according to Party A’s instructions to exercise all of its rights as Party C’s shareholder and rights representing Party B in exercising all shareholders’ rights in all matters of Party C according to Party C’s current articles of association, joint venture contract, Transaction Documents (as defined in the “Equity Pledge Agreement”), and applicable laws and regulations. However, the Trustee hereinbefore shall not be Party B or other shareholders of Party C. Such shareholder’s rights (hereinafter referred to as “Proxy Rights”) shall include but not limited to: 1) Exercising all of Party B’s shareholder’s rights, voting rights, as the shareholder of Party C, under the PRC laws (including all laws, rules, regulations, notices, interpretations or other binding documents promulgated by any central or regional legislative, administrative or judicial departments before or after signing this Agreement, which are hereinafter referred to as the “PRC laws”) and Transaction Documents (as defined in the Equity Pledge Agreement) and Party C’s articles of association and joint venture contract (including any other shareholders’ voting rights specified after the articles of association and joint venture contract are revised), including but not limited to rights to share dividends, sell or transfer or pledge Party C’s Equity Interest in part or in whole; 2) According to particular clauses of election of the legal representative in Party C’s articles of association and joint venture contract, acting as Party C’s legal representative, or Chairman of the Board of Directors, director, manager and/or designate, appoint or replace Party C’s legal representative (Chairman of the Board of Directors), director, supervisor, CEO (or manager) and other senior managers on behalf of Party B; when the actions of the directors, supervisors or senior managers of Party C damage the interests of Party C or its shareholders, filing a lawsuit or taking other legal acts against them. 3) Signing documents to exercise shareholder rights related to Party C’s Equity Interest (but not including signing Transaction Documents (as define in the Equity Pledge Agreement) or any revision thereof) and documents archived in the relevant company registry. 4) Proposing, convening and attending the general meeting of shareholders, and signing any relevant minutes of the general meeting, resolutions of the general meeting or other legal documents; 5) Making decisions on material matters related to Party C’s business, and reviewing and approving all relevant reports and plans; 6) Exercising voting rights at the time of Party C’s bankruptcy, liquidation, dissolution or termination on behalf of Party C’s registered shareholders; 7) Exercising the rights to allocate Party C’s residual assets after Party C’s bankruptcy, liquidation, dissolution or termination; 8) Deciding matters relating to the submission and registration of documents regarding Party C to and with government agencies; 9) Lawfully exercising all of the shareholder’s rights regarding disposition of Party C’s assets, including but not limited to the rights to manage businesses about its assets, obtain its incomes and acquire its assets; and 10) Other rights of any shareholder stipulated in other applicable PRC laws, regulations and the articles of association of the company (as amended from time to time). 1.2 Without limiting generality of the power granted hereunder, Party A shall own the power and authorities hereunder, sign the share transfer contract (to which Party B must be a party) agreed and defined in the Exclusive Option Agreement on behalf of Party B, and perform the Equity Pledge Agreement and the Exclusive Option Agreement which were signed on the same day this Agreement was signed and to which Party B is also a party. 1.3 Party B as a shareholder of Party C shall not abuse its shareholder rights to the detriment of Party C’s interests. If Party B abuses the rights of shareholders, Party A has the right to exercise the Purchase Right under the Exclusive Option Agreement. 1.4 Party B hereby specially undertakes that in case of Party C’s bankruptcy, liquidation, dissolution or termination, all assets obtained by Party B after such bankruptcy, liquidation, dissolution or termination, including Party C’s Equity Interest, shall be transferred to Party A for free or at the minimum prices to the extent permitted by the current PRC laws, or the current liquidator shall sell all of Party C’s assets including the Equity Interest for the purpose of protecting interests of Party A’s direct or indirect shareholders and/or the creditor’s interests. 1.5 Party B agrees that Party A shall have rights to transfer the proxy rights to a third party at its discretion with respect to the matters under Article 1. 1. The trustee and/or Party A shall exercise the proxy rights as if Party B is exercising its shareholder’s rights personally. The proxy rights shall be granted and entrusted on the premise that the trustee is a member of Party A’s Board of Directors, or a Chinese citizen designated by the Board of Directors through negotiation, and that Party B agrees to such authorization and consignment. When Party A notifies Party B in writing of replacing the trustee, Party B shall immediately agree that the other entity or Chinese citizen appointed by Party A may exercise such proxy rights, and sign the Power of Attorney with the content and format as shown in Appendix I of this Agreement. The new power of attorney shall supersede the original one once it is executed. Besides, Party B shall notify related personnel through a notice or other forms of announcement to announce or specify that the original Power of Attorney has been nullified. In addition, Party B shall not revoke the consignment and authorization for the trustee and/or Party A. 1.6 Subject to other terms of this Agreement (including but not limited to Article 12.1 and 12.2), Party B shall confirm and acknowledge all legal consequences resulting from the trustee’s and/or Party A’s exercising of above proxy rights, and undertake corresponding legal responsibilities. 1.7 All of the trustee’s and/or Party A’s behaviors related to Party C’s Equity Interest and/or exercising of the proxy rights shall be deemed as Party B’s own behaviors. And all documents (but not including Transaction Documents (as define in the Equity Pledge Agreement) or any revision thereof) signed by the trustee and/or Party A shall be assumed to have been signed by Party B. The trustee and/or Party A may act in their discretion without Party B’s prior consent. Party B hereby specially acknowledge and approves the trustee’s and/or Party A’s such behaviors and/or documents. 1.8 Within the term of this Agreement, Party B agrees and confirms, without the prior written consent of Party A, shall not to personally perform all its shareholder rights related to Party C’s Equity Interest which have been granted to Party A and/or the trustee. 1.9 In case that Party B is subject to death, incapacity, marriage, divorce, bankruptcy, liquidation, dissolution, or other circumstances which might impact its holding of Party C’s Equity Interest, Party B’s successor (including spouse, children, parents, siblings, grandparents) or current shareholder of Party C’s Equity Interest or the assignee shall be deemed as a party to this Agreement and inherit/bear all of the Party B’s rights and obligations under this Agreement.

Proxy Rights. 1.1 Party B severally and not jointly, unconditionally and irrevocably undertakes to sign the Power of Attorney (hereinafter referred to as the “Power of Attorney”) with the same content and format as shown in Appendix I of this Agreement the date hereofafter signing this Agreement, and authorize Party A or Party A’s director of its overseas parent holding company and liquidator or other successor performing such director’s duties as agent (hereinafter referred to as the “Trustee”) according to Party A’s instructions to exercise all of its rights as Party C’s shareholder and rights representing Party B in exercising all shareholders’ rights in all matters of Party C according to Party C’s current articles of association, joint venture contract, Transaction Documents (as Documents(as defined in the “Equity Pledge Agreement”), and applicable laws and regulations. However, the Trustee hereinbefore shall not be Party B or other shareholders of Party C. Such shareholder’s rights (hereinafter referred to as “Proxy Rights”) shall include but not limited to: 1) ） Exercising all of Party B’s shareholder’s rights, voting rights, as the shareholder of Party C, under the PRC laws (including all laws, rules, regulations, notices, interpretations or other binding documents promulgated by any central or regional legislative, administrative or judicial departments before or after signing this Agreement, which are hereinafter referred to as the “PRC laws”) and Transaction Documents (as Documents(as defined in the Equity Pledge Agreement) and Party C’s articles of association and joint venture contract (including any other shareholders’ voting rights specified after the articles of association and joint venture contract are revised), including but not limited to rights to share dividends, sell or transfer or pledge Party C’s Equity Interest in part or in whole; 2) ） According to particular clauses of election of the legal representative in Party C’s articles of association and joint venture contract, acting as Party C’s legal representative, or Chairman of the Board of Directors, director, manager and/or designate, appoint or replace Party C’s legal representative (Chairman of the Board of Directors), director, supervisor, CEO (or manager) and other senior managers on behalf of Party B; when the actions of the directors, supervisors or senior managers of Party C damage the interests of Party C or its shareholders, filing a lawsuit or taking other legal acts against them. 3) ） Signing documents to exercise shareholder rights related to Party C’s Equity Interest (but Interest(but not including signing Transaction Documents (as Documents(as define in the Equity Pledge Agreement) or any revision thereof) and documents archived in the relevant company registry. 4) Proposing, convening and attending the general meeting of shareholders, and signing any relevant minutes of the general meeting, resolutions of the general meeting or other legal documents; 5) Making decisions on material matters related to Party C’s business, and reviewing and approving all relevant reports and plans; 6) ） Exercising voting rights at the time of Party C’s bankruptcy, liquidation, dissolution or termination on behalf of Party C’s registered shareholders; 7) 5） Exercising the rights to allocate Party C’s residual assets after Party C’s bankruptcy, liquidation, dissolution or termination; 8) 6） Deciding matters relating to the submission and registration of documents regarding Party C to and with government agencies;; and 9) 7） Lawfully exercising all of the shareholder’s rights regarding disposition of Party C’s assets, including but not limited to the rights to manage businesses about its assets, obtain its incomes and acquire its assets; and 10) Other rights of any shareholder stipulated in other applicable PRC laws, regulations and the articles of association of the company (as amended from time to time). 1.2 Without limiting generality of the power granted hereunder, Party A shall own the power and authorities hereunder, sign the share transfer contract (to which Party B must be a party) agreed and defined in the Exclusive Option Agreement on behalf of Party B, and perform the Equity Pledge Agreement and the Exclusive Option Agreement which were signed on the same day this Agreement was signed and to which Party B is also a party. 1.3 Party B as a shareholder of Party C shall not abuse its shareholder rights to the detriment of Party C’s interests. If Party B abuses the rights of shareholders, Party A has the right to exercise the Purchase Right under the Exclusive Option Agreement. 1.4 Party B hereby specially undertakes that in case of Party C’s bankruptcy, liquidation, dissolution or termination, all assets obtained by Party B after such bankruptcy, liquidation, dissolution or termination, including Party C’s Equity Interest, shall be transferred to Party A for free or at the minimum prices to the extent permitted by the current PRC laws, or the current liquidator shall sell all of Party C’s assets including the Equity Interest for the purpose of protecting interests of Party A’s direct or indirect shareholders and/or the creditor’s interests. 1.5 Party B agrees that Party A shall have rights to transfer the proxy rights to a third party at its discretion with respect to the matters under Article 1. 1. The trustee and/or Party A shall exercise the proxy rights as if Party B is exercising its shareholder’s rights personally. The proxy rights shall be granted and entrusted on the premise that the trustee is a member of Party A’s Board of Directors, or a Chinese citizen designated by the Board of Directors through negotiation, and that Party B agrees to such authorization and consignment. When Party A notifies Party B in writing of replacing the trustee, Party B shall immediately agree that the other entity or Chinese citizen appointed by Party A may exercise such proxy rights, and sign the Power of Attorney with the content and format as shown in Appendix I of this Agreement. The new power of attorney shall supersede the original one once it is executed. Besides, Party B shall notify related personnel through a notice or other forms of announcement to announce or specify that the original Power of Attorney has been nullified. In addition, Party B shall not revoke the consignment and authorization for the trustee and/or Party A. 1.6 Subject to other terms of this Agreement (including but not limited to Article 12.1 and 12.2), Party B shall confirm and acknowledge all legal consequences resulting from the trustee’s and/or Party A’s exercising of above proxy rights, and undertake corresponding legal responsibilities. 1.7 All of the trustee’s and/or Party A’s behaviors related to Party C’s Equity Interest and/or exercising of the proxy rights shall be deemed as Party B’s own behaviors. And all documents (but documents(but not including Transaction Documents (as Documents(as define in the Equity Pledge Agreement) or any revision thereof) signed by the trustee and/or Party A shall be assumed to have been signed by Party B. The trustee and/or Party A may act in their discretion without Party B’s prior consent. Party B hereby specially acknowledge and approves the trustee’s and/or Party A’s such behaviors and/or documents. 1.8 Within the term of this Agreement, Party B agrees and confirms, without the prior written consent of Party A, shall not to personally perform all its shareholder rights related to Party C’s Equity Interest which have been granted to Party A and/or the trustee. 1.9 In case that Party B is subject to death, incapacity, marriage, divorce, bankruptcy, liquidation, dissolution, or other circumstances which might impact its holding of Party C’s Equity Interest, Party B’s successor (including successor(including spouse, children, parents, siblings, grandparents) or current shareholder of Party C’s Equity Interest or the assignee shall be deemed as a party to this Agreement and inherit/bear all of the Party B’s rights and obligations under this Agreement.

Proxy Rights. 1.1 Party B severally and not jointly, unconditionally and irrevocably undertakes to that, after signing this Agreement, it will sign the Power a Letter of Attorney Proxy (hereinafter referred to as the “Power Letter of AttorneyProxy”) in the form and with the same content and format as shown contents specified in the Appendix I “Letter of this Agreement the date hereofProxy”, and to authorize Party A or Party A’s director of its overseas parent holding company and liquidator or other successor performing such director’s duties as agent designee(s) (hereinafter referred to as the collectively “TrusteeAssignee”) according to Party A’s instructions to exercise all of its the rights as Party C’s shareholder and rights representing enjoyed by Party B in exercising all shareholders’ rights in all matters as a shareholder of Party C according to Party C’s current in accordance with the articles of association, joint venture contract, Transaction Documents (as defined in association at that time of Party C and the “Equity Pledge Agreement”), and applicable laws and regulations. However, and to exercise on Party B’s behalf the Trustee hereinbefore shall not be Party B or other shareholders rights with respect to all major matters of Party C. Such shareholder’s rights (hereinafter referred to as the “Proxy Rights”) shall include but are not limited to: (1) Exercising all As the agent of Party B’s shareholder’s rights, voting rightspropose, as convene and attend the shareholder meeting of the Board of Shareholders of Party C in accordance with the articles of association of Party C, under ; (2) Exercise all shareholder’s rights enjoyed by Party B in accordance with the PRC laws of China (including all any legislation, laws, regulations, rules, regulations, notices, interpretations explanations or other binding documents promulgated issued by any central or regional legislative, administrative or judicial departments authorities of central or local levels before or after signing the date of this Agreement, which are hereinafter referred to as the “PRC lawsLaws of China”) and Transaction Documents (as defined in the Equity Pledge Agreement) and Party C’s articles of association and joint venture contract (including any other shareholders’ voting rights specified after the articles of association and joint venture contract are revisedas amended from time to time), including but not limited to the rights to share vote, voting rights, rights to receive dividends, rights to sell or transfer or pledge or disposal of part or all of Party C’s Equity Interest in part or in wholeEquity; 2(3) According Represent Party B to particular clauses of election of the legal representative in Party C’s articles of association and joint venture contract, acting as Party C’s legal representative, or Chairman of the Board of Directors, director, manager and/or designate, appoint or replace Party C’s legal representative (Chairman of the Board of DirectorsChairman), directordirectors, supervisorsupervisors, CEO chief executive officer (or manager) and other senior managers on behalf officers in accordance with the specific provisions of Party BC’s articles of association on the manner in which the legal representative is generated; file lawsuits or take other legal actions against Party C’s any director, supervisor or officer when the actions of the directors, supervisors or senior managers of Party C damage its act damages the interests of Party C or its shareholders, filing a lawsuit supervisor or taking other legal acts against them.officer; 3(4) Signing Sign the documents to exercise shareholder rights related to Party C’s Equity Interest (but not including signing Transaction Documents (as define in written resolutions and minutes of the Equity Pledge Agreement) or any revision thereofshareholders’ meeting) and file the documents archived in at the relevant company registry. 4) Proposing, convening and attending the general meeting of shareholders, and signing any relevant minutes of the general meeting, resolutions of the general meeting or other legal documents; (5) Making decisions on material matters related to Party C’s business, and reviewing and approving all relevant reports and plans; 6) Exercising Exercise voting rights at the time on behalf of Party C’s registered shareholder in the event of bankruptcy, liquidation, dissolution or termination on behalf of Party C’s registered shareholders; 7(6) Exercising The right to the rights to allocate Party C’s residual distribution of the remaining assets after Party C’s bankruptcy, liquidation, dissolution or termination; (7) Decide to submit and register with the government department the relevant documents of Party C; and (8) Deciding matters relating to the submission and registration of documents regarding Party C to and with government agencies; 9) Lawfully exercising all of the Exercise any shareholder’s rights regarding disposition of to deal with Party C’s assetsassets in accordance with the law, including but not limited to the rights right to manage businesses about its asset-related business, the right to receive and use its income, and the right to obtain its assets, obtain its incomes and acquire its assets; and 10) Other rights of any shareholder stipulated in other applicable PRC laws, regulations and the articles of association of the company (as amended from time to time). 1.2 Without limiting the generality of the power rights granted hereunder, Party A shall own have the power rights and authorities hereunder, authority hereunder to sign the share transfer contract (to which Party B must be a party) agreed and defined in the Exclusive Call Option Agreement on behalf of Party BB (when Party B is required to be a party to such contract), and perform shall fulfill the terms of the Equity Interest Pledge Agreement and the Exclusive Call Option Agreement which were signed on the same day this Agreement was signed and to which Party B is also a party. 1.3 Party B as hereby undertakes and guarantees that Party B’s authorization under Article 1.1 will not cause actual or potential conflicts of interest between Party B and Party A. If there is a shareholder potential conflict of interest between Party B and Party C shall not abuse its shareholder rights and Party A, Party B will give priority to the detriment protection of and will not harm Party CA’s interests. Party B shall not externally sign any documents or make relevant commitments that conflict with the agreements and other legal documents signed with Party C or Party A in the performance thereof; Party B shall not cause any conflict of interest between Party B and Party A by the way of any act or omission. In the event of such a conflict of interest (Party A has the right to unilaterally decide whether such conflict of interest occurs), Party B shall take measures to eliminate it as soon as possible, subject to the consent of Party A. If Party B abuses the rights of shareholdersrefuses to take such measures, then Party A has the right to exercise the Purchase Right equity option under the Exclusive Call Option Agreement.; 1.4 Party B hereby specially undertakes that, without the written consent of Party A, Party B shall not in any way directly or indirectly participate in or engage in any business that competes with or may compete with that of Party C and its controlled companies, or provide services to any entity engages in case any business that competes with or may compete with that of Party C and its controlled companies or hold any equities or assets of such entity (except it can hold less than 5% equity of such entity), and Party A has the right to decide whether there exists or may exist any of the above circumstances; 1.5 Party B hereby undertakes that, in the event of Party C’s bankruptcy, liquidation, dissolution or termination, all assets obtained (including Party C’s equity) acquired by Party B after such Party C’s bankruptcy, liquidation, dissolution or termination, including Party C’s Equity Interest, shall termination will be transferred to Party A for free of charge or at the minimum prices to the extent lowest price permitted by the current PRC lawsLaws of China at that time, or the current liquidator shall sell all of Party C’s assets including the Equity Interest for equity shall be disposed of by the purpose liquidator of protecting the time in the interests of Party A’s direct or indirect shareholders A and/or the creditor’s interests. 1.5 creditors. If Party B agrees that receives any consideration from Party A shall have rights to in the transfer the proxy rights to a third party at its discretion with respect to the matters under Article 1. 1. The trustee and/or Party A shall exercise the proxy rights as if Party B is exercising its shareholder’s rights personally. The proxy rights shall be granted and entrusted on the premise that the trustee is a member of Party A’s Board of Directors, or a Chinese citizen designated by the Board of Directors through negotiation, and that Party B agrees to such authorization and consignment. When Party A notifies Party B in writing of replacing the trusteerelevant assets, Party B shall immediately agree that the other entity or Chinese citizen appointed by Party A may exercise refund all such proxy rights, and sign the Power of Attorney with the content and format as shown in Appendix I of this Agreement. The new power of attorney shall supersede the original one once it is executed. Besides, Party B shall notify related personnel through a notice or other forms of announcement consideration to announce or specify that the original Power of Attorney has been nullified. In addition, Party B shall not revoke the consignment and authorization for the trustee and/or Party A. 1.6 Subject The Assignee has the right to send to Party B and Party C a written notice to delegate the powers and rights granted under Article 1.1 above to any other terms of this Agreement person or entity (including but not limited to Article 12.1 the Assignee’s senior management) without the consent of Party B or Party C. Upon receipt of the aforementioned written notice from the Assignee and 12.2)when necessary, Party B shall confirm and acknowledge all legal consequences resulting shall, in accordance with the request in the written notice from the trustee’s and/or Assignee, issue a Letter of Proxy to such other person or entity designated by the Assignee and grant such person the corresponding powers and rights. The new Letter of Proxy shall replace the original one as soon as it is made; Party A’s exercising C shall provide such person or entity with all necessary assistance as referred to in this Agreement. In addition, the Assignee has the right to request the cancellation of above proxy rightsthe authorization granted to the aforesaid person or entity by giving written notice to Party B and Party C, and undertake corresponding legal responsibilitiesParty B shall immediately do so in accordance with the written notice and Party C shall immediately cease the provision of any relevant assistance. 1.7 All Party B shall confirm, approve and assume corresponding legal liabilities for any legal consequences arising from the exercise of the trustee’s aforesaid Proxy Rights by the Assignee. 1.8 Any acts performed in relation to the equity of Party C and/or Party A’s behaviors related to Party C’s Equity Interest and/or exercising the exercise of the proxy rights Proxy Rights by the Assignee shall be deemed as Party B’s own behaviors. And acts, and all documents (but not including Transaction Documents (as define in the Equity Pledge Agreement) or any revision thereof) signed by the trustee and/or Party A Assignee shall be assumed deemed to have been be signed by Party B. The trustee and/or Party A Assignee may act perform the aforesaid acts in their discretion without accordance with his own intentions and is not required to obtain the prior consent of Party B’s prior consent, but the Assignee shall promptly inform Party B after any resolution of Party C or any proposal to convene a temporary shareholders meeting is made. Party B hereby specially acknowledge acknowledges and approves such acts and/or documents of the trustee’s and/or Party A’s such behaviors and/or documentsAssignee. 1.8 Within 1.9 During the term of this Agreementhereof, Party B agrees and confirmsconfirms that, without the prior written consent of Party A, it shall not to personally perform all exercise any of its shareholder rights related in relation to Party C’s Equity Interest which have that has been granted delegated to Party A and/or the trusteeAssignee hereunder. 1.9 In case that Party B is subject to death, incapacity, marriage, divorce, bankruptcy, liquidation, dissolution, or other circumstances which might impact its holding of Party C’s Equity Interest, Party B’s successor (including spouse, children, parents, siblings, grandparents) or current shareholder of Party C’s Equity Interest or the assignee shall be deemed as a party to this Agreement and inherit/bear all of the Party B’s rights and obligations under this Agreement.

Proxy Rights. 1.1 Party B severally and not jointly, unconditionally and irrevocably undertakes to sign the Power of Attorney (hereinafter referred to as the “Power of Attorney”) with the same content and format as shown in Appendix I of this Agreement the date hereofafter signing this Agreement, and authorize Party A or Party A’s director of its overseas parent holding company and liquidator or other successor performing such director’s duties as agent designee (hereinafter referred to as the “Trustee”) according to Party A’s instructions to exercise all of its rights as Party C’s shareholder and rights representing Party B in exercising all shareholders’ rights in all matters of Party C according to Party C’s current articles of association, joint venture contract, Transaction Documents (as Documents(as defined in the “Equity Pledge Agreement”), and applicable laws and regulations. However, the Trustee hereinbefore shall not be Party B or other shareholders of Party C. Such shareholder’s rights (hereinafter referred to as “Proxy Rights”) shall include but not limited to: 1) Exercising all of Party B’s shareholder’s rights, voting rights, as the shareholder of Party C, under the PRC laws (including all laws, rules, regulations, notices, interpretations or other binding documents promulgated by any central or regional legislative, administrative or judicial departments before or after signing this Agreement, which are hereinafter referred to as the “PRC laws”) and Transaction Documents (as Documents(as defined in the Equity Pledge Agreement) and Party C’s articles of association and joint venture contract (including any other shareholders’ voting rights specified after the articles of association and joint venture contract are revised), including but not limited to rights to share dividends, sell or transfer or pledge Party C’s Equity Interest in part or in whole; 2) According to particular clauses of election of the legal representative in Party C’s articles of association and joint venture contract, acting as Party C’s legal representative, or Chairman of the Board of Directors, director, manager and/or designate, appoint or replace Party C’s legal representative (Chairman of the Board of Directors), director, supervisor, CEO (or manager) and other senior managers on behalf of Party B; when the actions of the directors, supervisors or senior managers of Party C damage the interests of Party C or its shareholders, filing a lawsuit or taking other legal acts against them. 3) Signing documents to exercise shareholder rights related to Party C’s Equity Interest (but Interest(but not including signing Transaction Documents (as Documents(as define in the Equity Pledge Agreement) or any revision thereof) and documents archived in the relevant company registryregistry (if needed). 4) Proposing, convening and attending the general meeting of shareholders, and signing any relevant minutes of the general meeting, resolutions of the general meeting or other legal documents; 5) Making decisions on material matters related to Party C’s business, and reviewing and approving all relevant reports and plans; 6) Exercising voting rights at the time of Party C’s bankruptcy, liquidation, dissolution or termination on behalf of Party C’s registered shareholders; 75) Exercising the rights to allocate Party C’s residual assets after Party C’s bankruptcy, liquidation, dissolution or termination; 8) 6) Deciding matters relating to the submission and registration of documents regarding Party C to and with government agencies;; and 97) Lawfully exercising all of the shareholder’s rights regarding disposition of Party C’s assets, including but not limited to the rights to manage businesses about its assets, obtain its incomes and acquire its assets; and 10) Other rights of any shareholder stipulated in other applicable PRC laws, regulations and the articles of association of the company (as amended from time to time). 1.2 Without limiting generality of the power granted hereunder, Party A shall own the power and authorities hereunder, sign the share transfer contract (to which Party B must be a party) agreed and defined in the Exclusive Option Agreement on behalf of Party B, and perform the Equity Pledge Agreement and the Exclusive Option Agreement which were signed on the same day this Agreement was signed and to which Party B is also a party. 1.3 Party B as a shareholder of Party C shall not abuse its shareholder rights to the detriment of Party C’s interests. If Party B abuses the rights of shareholders, Party A has the right to exercise the Purchase Right under the Exclusive Option Agreement. 1.4 Party B hereby specially undertakes that in case of Party C’s bankruptcy, liquidation, dissolution or termination, all assets obtained by Party B after such bankruptcy, liquidation, dissolution or termination, including Party C’s Equity Interest, shall be transferred to Party A for free or at the minimum prices to the extent permitted by the current PRC laws, or the current liquidator shall sell all of Party C’s assets including the Equity Interest for the purpose of protecting interests of Party A’s direct or indirect shareholders and/or the creditor’s interests. 1.5 Party B agrees that Party A shall have rights to transfer the proxy rights to a third party at its discretion with respect to the matters under Article 1. 1. The trustee and/or Party A shall exercise the proxy rights as if Party B is exercising its shareholder’s rights personally. The proxy rights shall be granted and entrusted on the premise that the trustee is a member of Party A’s Board of Directors, or a Chinese citizen designated by the Board of Directors through negotiation, and that Party B agrees to such authorization and consignment. When Party A notifies Party B in writing of replacing the trustee, Party B shall immediately agree that the other entity or Chinese citizen appointed by Party A may exercise such proxy rights, and sign the Power of Attorney with the content and format as shown in Appendix I of this Agreement. The new power of attorney shall supersede the original one once it is executed. Besides, Party B shall notify related personnel through a notice or other forms of announcement to announce or specify that the original Power of Attorney has been nullified. In addition, Party B shall not revoke the consignment and authorization for the trustee and/or Party A. 1.6 Subject to other terms of this Agreement (including but not limited to Article 12.1 and 12.211.1), Party B shall confirm and acknowledge all legal consequences resulting from the trustee’s and/or Party A’s exercising of above proxy rights, and undertake corresponding legal responsibilities. 1.7 All of the trustee’s and/or Party A’s behaviors related to Party C’s Equity Interest and/or exercising of the proxy rights shall be deemed as Party B’s own behaviors. And all documents (but documents(but not including Transaction Documents (as Documents(as define in the Equity Pledge Agreement) or any revision thereof) signed by the trustee and/or Party A shall be assumed to have been signed by Party B. The trustee and/or Party A may act in their discretion without Party B’s prior consent. Party B hereby specially acknowledge and approves the trustee’s and/or Party A’s such behaviors and/or documents. 1.8 Within the term of this Agreement, Party B agrees and confirms, without the prior written consent of Party A, shall not to personally perform all its shareholder rights related to Party C’s Equity Interest which have been granted to Party A and/or the trustee. 1.9 In case that Party B is subject to death, incapacity, marriage, divorce, bankruptcy, liquidation, dissolution, or other circumstances which might impact its holding of Party C’s Equity Interest, Party B’s successor (including successor(including spouse, children, parents, siblings, grandparents) or current shareholder of Party C’s Equity Interest or the assignee shall be deemed as a party to this Agreement and inherit/bear all of the Party B’s rights and obligations under this Agreement.

Proxy Rights. 1.1 Party B severally and not jointly, unconditionally and irrevocably undertakes to sign the Power of Attorney (hereinafter referred to as the “Power of Attorney”) with the same content and format as shown in Appendix I of this Agreement the date hereof, and authorize Party A or Party A’s director of its overseas parent holding company and liquidator or other successor performing such director’s duties as agent (hereinafter referred to as the “Trustee”) according to Party A’s instructions to exercise all of its rights as Party C’s shareholder and rights representing Party B in exercising all shareholders’ rights in all matters of Party C according to Party C’s current articles of association, joint venture contract, Transaction Documents (as Documents(as defined in the “Equity Pledge Agreement”), and applicable laws and regulations. However, the Trustee hereinbefore shall not be Party B or other shareholders of Party C. Such shareholder’s rights (hereinafter referred to as “Proxy Rights”) shall include but not limited to: 1) Exercising all of Party B’s shareholder’s rights, voting rights, as the shareholder of Party C, under the PRC laws (including all laws, rules, regulations, notices, interpretations or other binding documents promulgated by any central or regional legislative, administrative or judicial departments before or after signing this Agreement, which are hereinafter referred to as the “PRC laws”) and Transaction Documents (as Documents(as defined in the Equity Pledge Agreement) and Party C’s articles of association and joint venture contract (including any other shareholders’ voting rights specified after the articles of association and joint venture contract are revised), including but not limited to rights to share dividends, sell or transfer or pledge Party C’s Equity Interest in part or in whole; 2) According to particular clauses of election of the legal representative in Party C’s articles of association and joint venture contract, acting as Party C’s legal representative, or Chairman of the Board of Directors, director, manager and/or designate, appoint or replace Party C’s legal representative (Chairman of the Board of Directors), director, supervisor, CEO (or manager) and other senior managers on behalf of Party B; when the actions of the directors, supervisors or senior managers of Party C damage the interests of Party C or its shareholders, filing a lawsuit or taking other legal acts against them. 3) Signing documents to exercise shareholder rights related to Party C’s Equity Interest (but Interest(but not including signing Transaction Documents (as Documents(as define in the Equity Pledge Agreement) or any revision thereof) and documents archived in the relevant company registry. 4) Proposing, convening and attending the general meeting of shareholders, and signing any relevant minutes of the general meeting, resolutions of the general meeting or other legal documents; 5) Making decisions on material matters related to Party C’s business, and reviewing and approving all relevant reports and plans; 6) Exercising voting rights at the time of Party C’s bankruptcy, liquidation, dissolution or termination on behalf of Party C’s registered shareholders; 7) Exercising the rights to allocate Party C’s residual assets after Party C’s bankruptcy, liquidation, dissolution or termination; 8) Deciding matters relating to the submission and registration of documents regarding Party C to and with government agencies; 9) Lawfully exercising all of the shareholder’s rights regarding disposition of Party C’s assets, including but not limited to the rights to manage businesses about its assets, obtain its incomes and acquire its assets; and 10) Other rights of any shareholder stipulated in other applicable PRC laws, regulations and the articles of association of the company (as amended from time to time)) . 1.2 Without limiting generality of the power granted hereunder, Party A shall own the power and authorities hereunder, sign the share transfer contract (to which Party B must be a party) agreed and defined in the Exclusive Option Agreement on behalf of Party B, and perform the Equity Pledge Agreement and the Exclusive Option Agreement which were signed on the same day this Agreement was signed and to which Party B is also a party. 1.3 Party B as a shareholder of Party C shall not abuse its shareholder rights to the detriment of Party C’s interests. If Party B abuses the rights of shareholders, Party A has the right to exercise the Purchase Right under the Exclusive Option Agreement. 1.4 Party B hereby specially undertakes that in case of Party C’s bankruptcy, liquidation, dissolution or termination, all assets obtained by Party B after such bankruptcy, liquidation, dissolution or termination, including Party C’s Equity Interest, shall be transferred to Party A for free or at the minimum prices to the extent permitted by the current PRC laws, or the current liquidator shall sell all of Party C’s assets including the Equity Interest for the purpose of protecting interests of Party A’s direct or indirect shareholders and/or the creditor’s interests. 1.5 Party B agrees that Party A shall have rights to transfer the proxy rights to a third party at its discretion with respect to the matters under Article 1. 1. The trustee and/or Party A shall exercise the proxy rights as if Party B is exercising its shareholder’s rights personally. The proxy rights shall be granted and entrusted on the premise that the trustee is a member of Party A’s Board of Directors, or a Chinese citizen designated by the Board of Directors through negotiation, and that Party B agrees to such authorization and consignment. When Party A notifies Party B in writing of replacing the trustee, Party B shall immediately agree that the other entity or Chinese citizen appointed by Party A may exercise such proxy rights, and sign the Power of Attorney with the content and format as shown in Appendix I of this Agreement. The new power of attorney shall supersede the original one once it is executed. Besides, Party B shall notify related personnel through a notice or other forms of announcement to announce or specify that the original Power of Attorney has been nullified. In addition, Party B shall not revoke the consignment and authorization for the trustee and/or Party A. 1.6 Subject to other terms of this Agreement (including but not limited to Article 12.1 and 12.2), Party B shall confirm and acknowledge all legal consequences resulting from the trustee’s and/or Party A’s exercising of above proxy rights, and undertake corresponding legal responsibilities. 1.7 All of the trustee’s and/or Party A’s behaviors related to Party C’s Equity Interest and/or exercising of the proxy rights shall be deemed as Party B’s own behaviors. And all documents (but documents(but not including Transaction Documents (as Documents(as define in the Equity Pledge Agreement) or any revision thereof) signed by the trustee and/or Party A shall be assumed to have been signed by Party B. The trustee and/or Party A may act in their discretion without Party B’s prior consent. Party B hereby specially acknowledge and approves the trustee’s and/or Party A’s such behaviors and/or documents. 1.8 Within the term of this Agreement, Party B agrees and confirms, without the prior written consent of Party A, shall not to personally perform all its shareholder rights related to Party C’s Equity Interest which have been granted to Party A and/or the trustee. 1.9 In case that Party B is subject to death, incapacity, marriage, divorce, bankruptcy, liquidation, dissolution, or other circumstances which might impact its holding of Party C’s Equity Interest, Party B’s successor (including successor(including spouse, children, parents, siblings, grandparents) or current shareholder of Party C’s Equity Interest or the assignee shall be deemed as a party to this Agreement and inherit/bear all of the Party B’s rights and obligations under this Agreement.

Proxy Rights. 1.1 Party B severally and not jointly, unconditionally and irrevocably undertakes to sign the Power of Attorney (hereinafter referred to as the “Power of Attorney”) with the same content and format as shown in Appendix I 1 of this Agreement the date hereofagreement after signing this agreement, and authorize Party A or authorize Party A’s director designated by Party A or Party A’s director of its overseas parent holding company and liquidator or other successor performing such director’s duties as agent (hereinafter referred to as the “Trustee”) according to Party A’s instructions to exercise all of its rights as Party C’s shareholder and rights representing Party B in exercising all shareholders’ rights in all matters of Party C according to Party C’s current articles of association, joint venture contractapplicable laws, Transaction Documents (as defined in the “Equity Pledge Agreement”), and applicable laws rules and regulations. However, the Trustee hereinbefore shall not be If any party of Party B is Party A’s director or other shareholders personnel of its overseas holding company, another director or personnel which is not related to Party C. A’s overseas holding company shall be authorized to exercise such rights. Such shareholder’s rights (hereinafter referred to as “Proxy Rightsproxy rights”) shall include but not limited to: 1) Proposing, convening or attending Party C’s Shareholders’ Committee meetings according to Party C’s articles of association as Party B’s agent; 2) Exercising all of Party B’s shareholder’s rights, voting rights, as the shareholder of Party C, rights under the PRC laws Laws (including all laws, rules, regulations, notices, interpretations or other binding documents promulgated by any central or regional legislative, administrative or judicial departments before or after signing this Agreementagreement, which are hereinafter referred to as the “PRC lawsLaws”) and Transaction Documents (as defined in the Equity Pledge Agreement) and Party C’s articles of association and joint venture contract (including any other shareholders’ voting rights specified after the articles of association and joint venture contract are revised), including but not limited to rights to share dividends, sell or transfer or pledge Party C’s Equity Interest equity in part or in whole; 23) According to particular clauses of election of the legal representative in Party C’s articles of association and joint venture contract, acting Acting as Party C’s legal representative, or Chairman of the Board of Directors, executive director, supervisor, CEO, manager or senior manager and/or designate, appoint or replace Party C’s legal representative (Chairman of the Board of Directors), director, supervisor, CEO (or manager) and other senior managers on behalf of Party B; when the actions B according to particular clauses of election of the directors, supervisors or senior managers legal representative in Party C’s articles of Party C damage the interests of Party C or its shareholders, filing a lawsuit or taking other legal acts against them.association; 34) Signing documents to exercise shareholder rights related to Party C’s Equity Interest (but not including signing Transaction Documents (as define in records of the Equity Pledge Agreement) or any revision thereofShareholders’ meetings) and documents archived in the relevant company registry. 4) Proposing, convening and attending the general meeting of shareholders, and signing any relevant minutes of the general meeting, resolutions of the general meeting or other legal documentsregistries; 5) Making decisions on material matters related to Party C’s business, and reviewing and approving all relevant reports and plans; 6) Exercising voting rights at the time of Party C’s bankruptcy, liquidation, dissolution or termination on behalf of Party C’s registered shareholders; 76) Exercising the rights to allocate Party C’s residual assets after Party C’s bankruptcy, liquidation, dissolution or termination; 8) 7) Deciding matters relating to the submission and registration of documents regarding Party C to and with government agencies;; and 9) 8) Lawfully exercising all of the shareholder’s rights regarding disposition of Party C’s assets, including but not limited to the rights to manage businesses about its assets, obtain its incomes and acquire its assets; and 10. To avoid ambiguity, the relevant shareholder’s rights on Party C’s equity newly acquired after signing this agreement (“newly increased equity”) Other rights of any shareholder stipulated in other applicable PRC laws, regulations and shall also be exercised by the articles of association Party A as parts of the company (as amended from time to time)proxy rights. 1.2 Without limiting generality of the power granted hereunder, Party A shall own the power and authorities hereunder, sign the share transfer contract (to which Party B must be a party) agreed and defined in the Exclusive Call Option Agreement on behalf of Party B, and perform the Equity Pledge Agreement and the Exclusive Option Agreement which were signed on the same day this Agreement agreement was signed and to which Party B is also a party. 1.3 Party B as a shareholder hereby specially undertakes and warrants that Party B’s authorization under Article 1.1 won’t cause actual or potential conflicts of Party C shall not abuse its shareholder rights to the detriment of Party C’s interests. If interests between Party B abuses the rights of shareholders, and Party A has and/or the right to exercise the Purchase Right under the Exclusive Option Agreementtrustee. 1.4 Party B hereby specially undertakes that in case of Party C’s bankruptcy, liquidation, dissolution or termination, all assets obtained by Party B after such bankruptcy, liquidation, dissolution or termination, including Party C’s Equity Interestequity, shall be transferred to Party A for free or at the minimum prices to and within the extent limits permitted by the current PRC lawsLaws, or the current liquidator shall sell all of Party C’s assets (including the Equity Interest equity) at its discretion for the purpose of protecting interests of Party A’s direct or indirect shareholders and/or the creditor’s interests. 1.5 Party B agrees that Party A shall have rights to transfer the proxy rights to a third party at its discretion with respect to the matters under Article 1. 1. The trustee and/or Party A shall exercise the proxy rights as if Party B is exercising its shareholder’s rights personally. The proxy rights shall be granted and entrusted on the premise that the trustee is a member of Party A’s Board of Directors, or a Chinese citizen designated by the Board of Directors through negotiation, and that Party B the trustee agrees to such authorization and consignment. When Party A notifies Party B in writing of replacing the trustee, Party B shall immediately agree that the other entity or Chinese citizen appointed by Party A may exercise such proxy rights, and sign the Power power of Attorney attorney with the content and format as shown in Appendix I 1 of this Agreementagreement. The new power of attorney shall supersede the original one once it is executeddrafted. Besides, Party B shall notify related personnel through a notice or other forms of announcement to announce or specify that the original Power power of Attorney attorney has been nullified. In addition, Party B C shall not revoke the consignment and authorization for the trustee and/or Party A. 1.6 Subject to other terms of this Agreement (including but not limited to Article 12.1 and 12.2), Party B shall confirm and acknowledge all legal consequences resulting from the trustee’s and/or Party A’s exercising of above proxy rights, and undertake assume corresponding legal responsibilities. 1.7 All of the trustee’s and/or Party A’s behaviors related to Party C’s Equity Interest equity and/or exercising of the proxy rights shall be deemed as Party B’s own behaviors. And all documents (but not including Transaction Documents (as define in the Equity Pledge Agreement) or any revision thereof) signed by the trustee and/or Party A shall be assumed to have been signed by Party B. The trustee and/or Party A may act in their discretion without Party B’s prior consent. However, the trustee and/or Party A shall promptly notify Party B when the trustee’s shareholders make a decision or Party C passes a resolution to convene an extraordinary shareholders’ meeting of Party C. Party B hereby specially acknowledge and approves the trustee’s and/or Party A’s such behaviors and/or documents. 1.8 Within the term of this Agreementagreement, Party B agrees and confirms, without the prior written consent of Party A, shall not to personally perform hereby waives all its shareholder rights related to Party C’s Equity Interest equity which have been granted to Party A and/or the trustee, and Party B must not exercise such rights. 1.9 In case that Party B is subject to death, incapacity, marriage, divorceliquidation, bankruptcy, liquidationdissolution, dissolutiontermination, death, and loss of the ability to move, or other circumstances which might impact its holding of Party C’s Equity Interestequity, Party B’s successor (including spouse, children, parents, siblings, grandparents) or current shareholder of Party C’s Equity Interest equity or the assignee shall be deemed as a party to this Agreement agreement and inherit/bear all of the Party B’s rights and obligations under this Agreementagreement after revision and restatement.