Common use of Voting Right Clause in Contracts

Voting Right. 1.1 Grantor has irrevocably agreed to grant any and all voting right to the WFOE to vote for its entire shares of Domestic Company’s voting stock in the shareholder meeting under the PRC law and the Domestic Company’s constitutional documents (“Voting Right”) during the term of this Agreement. The Voting Right mentioned above include, without limitation ,the rights set forth as below: 1.1.1 Determining the Domestic Company’s operational policies and investment plans; 1.1.2 Electing and replacing directors of the Domestic Company, and deciding their remunerations; 1.1.3 Electing and replacing members of the board of supervisors of the Domestic Company, and deciding their remunerations; 1.1.4 Reviewing and approving any and all reports provided by the board of directors of the Domestic Company; 1.1.5 Reviewing and approving any and all reports provided by the board of supervisors of the Domestic Company; 1.1.6 Reviewing and approving annual financial budget plans and final accounting plans of the Domestic Company; 1.1.7 Reviewing and approving profit distribution plans and plans to cover company losses of the Domestic Company; 1.1.8 Adopting resolutions regarding increase or decrease of registered capital by the Domestic Company; 1.1.9 Adopting resolutions on the issue of bonds by the Domestic Company; 1.1.10 Adopting resolutions on merger, division, restructure, termination and liquidation of the Domestic Company; 1.1.11 Determining the alteration of the business scope of the Domestic Company; 1.1.12 Amending the articles of association and bylaws of the corporation of the Domestic Company; 1.1.13 Determining the material alteration of the content and nature of business of the Domestic Company; 1.1.14 Determining the dividend and other contribution policies of the Domestic Company; 1.1.15 Determining to enter into loan arrangements with any third party for borrowings or incur any indebtedness from any third party under the name of the Domestic Company; 1.1.16 Determining to sell, transfer or dispose otherwise any assets or rights including but not limited to intellectual property of the Domestic Company to any third party; 1.1.17 Determining to create any encumbrance on the assets of the Domestic Company (tangible or intangible), irrespective of the purpose of this encumbrance; 1.1.18 Determining to assign any contract or agreement which the Domestic Company is one of the Parties to any third party; 1.1.19 Determining to offer any loans by the Domestic Company to any third party; and 1.1.20 Determining any other event which may impact materially to any rights, obligations, assets or business of the Domestic Company. 1.2 The WFOE shall appoint one (1) nature person to exercise the voting rights specified in this Agreement. Concurrently with appointing the natural person, the WFOE shall notify the Grantor, and the Grantor shall deliver a Power of Attorney (“POA”) as set forth in Schedule 1. The Grantor shall not revoke the POA other than required by the WFOE with a written notice. The Grantor shall execute and deliver a new POA to the effect of withdrawing the authorization with respect to the representative of the Attorney in the POA and designating the new representative as the attorney. 1.3 Grantor covenants that, it will not execute any loan contract with an value exceeding RMB1,000,000 without the prior written consent of the WFOE. (whether Domestic Company is lender or borrower) 1.4 The WFOE hereby agrees that it will accept the power of attorney granted by Grantor pursuant to Section 1.1, and will exercise the voting right on its behalf in accordance with the terms and conditions of this Agreement. 1.5 Grantor hereby appoints the WFOE irrevocably as its attorney in fact to exercise all the rights of signature and seal in any and all corporation documents as the shareholders of the Domestic Company.