Common use of Authorization and Entrustment Clause in Contracts

Authorization and Entrustment. 1. The Trustor irrevocably and specially authorizes and entrusts WFOE to exercise the following rights of the Trustor as the Target Company’s shareholders, as permitted under PRC law, including but not limited to (hereinafter referred to as the “Entrustment Rights”): (a) act as the agent of the Trustor to attend the shareholders’ meeting of the Target Company; (b) exercise the voting rights on behalf of the Trustor for all matters requiring discussion and resolution of the shareholders’ meeting (including but not limited to designate and elect the directors/executive directors, the supervisors, the general managers, the deputy general managers, the financial chief and other senior management personnel of the Target Company, decide to liquidate and dismantle the Target Company, designate and delegate the liquidation group members and/or its agents of the Target Company, and approve the liquidation plan and liquidation report, etc.); (c) propose to convene a temporary meeting of shareholders; (d) sign the minutes of shareholders’ meeting, the resolutions of shareholder (meeting) or other legal documents that the Trustor has the right to sign as the shareholder of the Target Company; (e) indicate the directors/executive directors, legal representatives, etc. of the Target Company to act in accordance with the Trustee’s intention; (f) exercise other shareholder’s rights and shareholder’s voting rights under the Target Company’s articles of association (including any other shareholders’ voting rights as stipulated in the amended articles of association); (g) handle the legal procedures including registration, approval, licensing and other procedures of the Target Company at the business administration department or other competent government departments; (h) decide to transfer or otherwise dispose of the equity of the Target Company held by the Trustor; and (i) any other shareholder’s rights as pursuant to the applicable PRC laws, regulations and the Target Company’s articles of association (and its amendments from time to time). 2. Without limiting the generality of the powers granted under this Agreement, WFOE shall have the powers and authority under this Agreement to sign the transfer agreement agreed and defined in the Exclusive Call Option Agreement on behalf of the Target Company’s shareholders (subject to when Target Company’s shareholders are required to be as a party to the agreement), and fulfill the terms of the Equity Pledge Agreement and the Exclusive Call Option Agreement signed by the Target Company’s shareholders as a party on the same day as this agreement. 3. The Trustee’s exercise of the rights in the foregoing paragraphs 1and 2 does not require prior advice or consent from the Trustor. 4. The Trustor agrees issue to WFOE separately a power of attorney in the form of Annex I to this Agreement that at the time of signing this Agreement, which is an integral part of this Agreement. The Trustor will provide sufficient assistance in the exercise of the entrustment rights of the Trustee, including but not limited to the timely signing of the shareholders’ resolutions or other relevant legal documents of the Target Company as requested by the Trustee when necessary (e.g., to meet the documents requirements of the government department to approve, register, and file) and implement all actions reasonably necessary. 5. For the purpose of exercising the entrustment rights under this Agreement, WFOE and/or WFOE’s designee has the right to access relevant information of the Target Company’s including operations, business, customers, finance, employees, etc., and to consult the relevant information of the Target Company, which the Target Company shall provide fully cooperation. 6. WFOE guarantees that the Trustee will perform its fiduciary duties in accordance with the PRC laws and the articles of association of the Target Company within the scope of authorization as stipulated in this Agreement, and ensure that the proceedings, voting methods and contents of the relevant shareholders’ meeting do not violate laws, administrative regulations or the Target Company’s articles of association; the Trustor will recognize and bear the corresponding responsibility for any legal consequences arising from the exercise of the above mentioned entrustment rights by the Trustee. 7. In any event, WFOE shall not be required to assume any responsibility or make any economic or other kind of compensation for the Target Company, the Target Company’s shareholders or any third parties in relation to the exercise of the entrustment rights under this Agreement by it and/or its designated trustee. 8. The Trustor agrees to indemnify and undue any damage suffered or likely to be suffered by WFOE from its and/or its designated trustee’s exercise of the entrustment right, including but not limited to any third party’s suit, recovery, arbitration, claims or any loss caused by the administrative investigation or punishment. However, if the loss is caused by the Trustee’s intentional or gross negligence, the loss will not be compensated.

Authorization and Entrustment. 1. The Trustor irrevocably and specially authorizes and entrusts the WFOE to exercise the following rights of the Trustor as the Target Company’s shareholders, as permitted under PRC law, including but not limited to (hereinafter referred to as the “Entrustment Rights”): (a) act acting as the agent of the Trustor to attend the shareholders’ meeting of the Target Company; (b) exercise the voting rights on behalf of the Trustor for all matters requiring discussion and resolution of the shareholder (or shareholders’ meeting meeting) (including but not limited to designate and elect the directors/executive directors, the supervisors, the general managers, the deputy general managers, the financial chief controllers and other senior management personnel of the Target Company, decide to liquidate and dismantle the Target Company, designate and delegate the liquidation group members and/or its agents of the Target Company, and approve the liquidation plan and liquidation report, etc.); (c) propose to convene a temporary meeting of shareholders; (d) sign the minutes of shareholders’ meeting, the resolutions of shareholder (meeting) minutes, shareholder (meeting) resolutions or other legal documents that the Trustor has the right to sign as the shareholder of the Target Company; (e) indicate the directors/executive directors, legal representatives, etc. of the Target Company to act in accordance with the Trustee’s intention; (f) exercise exercising other shareholder’s shareholder rights and shareholder’s shareholder voting rights under the Target Company’s articles of association (including any other shareholders’ voting rights as stipulated in the amended articles of association); (g) handle the legal procedures including registration, approval, licensing and other procedures of the Target Company at the business administration department or other competent government departments; (h) decide to transfer or otherwise dispose of the equity of the Target Company held by the Trustor; and (i) any other shareholder’s shareholder rights as pursuant to the applicable PRC laws, regulations and the Target Company’s articles of association (and its amendments from time to time). 2. Without limiting the generality of the powers granted under this Agreement, the WFOE shall have the powers and authority under this Agreement to sign the transfer agreement agreed and defined in the Exclusive Call Option Purchase Rights Agreement on behalf of the Target Company’s shareholders (subject to when Target Company’s shareholders are required to be as a party to the agreement), and fulfill the terms of the Equity Pledge Agreement and the Exclusive Call Option Purchase Agreement signed by the Target Company’s shareholders as a party on the same day as this agreement. 3. The Trustee’s exercise of the rights in the foregoing paragraphs 1and 1 and 2 does not require prior advice or consent from the Trustor. 4. The Trustor agrees issue to the WFOE separately a power of attorney in the form of Annex I to this Agreement that at the time of signing this Agreement, which is an integral part of this Agreement. The Trustor will provide sufficient assistance in the exercise of the entrustment rights of the Trustee, including but not limited to the timely signing of the shareholders’ resolutions or other relevant legal documents of the Target Company as requested by the Trustee when necessary (e.g., to meet the documents requirements of the government department to approve, register, and file) and implement all actions reasonably necessary. 5. For the purpose of exercising the entrustment rights under this Agreement, the WFOE and/or WFOE’s designee has the right to access relevant information of the Target Company’s including but not limited to operations, business, customers, finance, finances and employees, etc., and to consult the relevant information of the Target Company, which the . The Target Company shall provide fully cooperation. 6. The WFOE guarantees that the Trustee will perform its fiduciary duties in accordance with the PRC laws and the articles of association of the Target Company within the scope of authorization as stipulated in this Agreement, and ensure that the proceedings, voting methods and contents of the relevant shareholders’ meeting do not violate laws, administrative regulations or the Target Company’s articles of association; the Trustor will recognize and bear the corresponding responsibility for any legal consequences arising from the exercise of the above mentioned abovementioned entrustment rights by the Trustee. 7. In any event, WFOE shall not be required to assume any responsibility or make any economic or other kind of compensation for the Target Company, the Target Company’s shareholders or any third parties in relation to the exercise of the entrustment rights under this Agreement by it and/or its designated trustee, except for losses caused by the WFOE’s intentional or gross negligence. 8. The Trustor agrees to indemnify and undue any damage suffered or likely to be suffered owed by the WFOE from its and/or its designated trustee’s exercise of the entrustment right, including but not limited to any third party’s suit, recovery, arbitration, claims or any loss caused by the administrative investigation or punishment. However, if the loss is caused by the Trustee’s intentional or gross negligence, the loss will not be compensated.

Authorization and Entrustment. 1. The Trustor irrevocably and specially authorizes and entrusts the WFOE to exercise the following rights of the Trustor as the Target Company’s shareholders, as permitted under PRC law, including but not limited to (hereinafter referred to as the “Entrustment Rights”): (a) act acting as the agent of the Trustor to attend the shareholders’ meeting of the Target Company; (b) exercise the voting rights on behalf of the Trustor for all matters requiring discussion and resolution of the shareholder (or shareholders’ meeting meeting) (including but not limited to designate and elect the directors/executive directors, the supervisors, the general managers, the deputy general managers, the financial chief controllers and other senior management personnel of the Target Company, decide to liquidate and dismantle the Target Company, designate and delegate the liquidation group members and/or its agents of the Target Company, and approve the liquidation plan and liquidation report, etc.); (c) propose to convene a temporary meeting of shareholders; (d) sign the minutes of shareholders’ meeting, the resolutions of shareholder (meeting) minutes, shareholder (meeting) resolutions or other legal documents that the Trustor has the right to sign as the shareholder of the Target Company; (e) indicate the directors/executive directors, legal representatives, etc. of the Target Company to act in accordance with the Trustee’s intention; (f) exercise exercising other shareholder’s shareholder rights and shareholder’s shareholder voting rights under the Target Company’s articles of association (including any other shareholders’ voting rights as stipulated in the amended articles of association); (g) handle the legal procedures including registration, approval, licensing and other procedures of the Target Company at the business administration department or other competent government departments; (h) decide to transfer or otherwise dispose of the equity of the Target Company held by the Trustor; and (i) any other shareholder’s shareholder rights as pursuant to the applicable PRC laws, regulations and the Target Company’s articles of association (and its amendments from time to time). 2. Without limiting the generality of the powers granted under this Agreement, the WFOE shall have the powers and authority under this Agreement to sign the transfer agreement agreed and defined in the Exclusive Call Option Purchase Rights Agreement on behalf of the Target Company’s shareholders (subject to when Target Company’s shareholders are required to be as a party to the agreement), and fulfill the terms of the Equity Pledge Agreement and the Exclusive Call Option Agreement signed by the Target Company’s shareholders as a party on the same day as this agreement. 3. The Trustee’s exercise of the rights in the foregoing paragraphs 1and 1 and 2 does not require prior advice or consent from the Trustor. 4. The Trustor agrees issue to the WFOE separately a power of attorney in the form of Annex I to this Agreement that at the time of signing this Agreement, which is an integral part of this Agreement. The Trustor will provide sufficient assistance in the exercise of the entrustment rights of the Trustee, including but not limited to the timely signing of the shareholders’ resolutions or other relevant legal documents of the Target Company as requested by the Trustee when necessary (e.g., to meet the documents requirements of the government department to approve, register, and file) and implement all actions reasonably necessary. 5. For the purpose of exercising the entrustment rights under this Agreement, the WFOE and/or WFOE’s designee has the right to access relevant information of the Target Company’s including but not limited to operations, business, customers, financefinances, employees, etc., and to consult the relevant information of the Target Company, which the . The Target Company shall provide fully cooperation. 6. The WFOE guarantees that the Trustee will perform its fiduciary duties in accordance with the PRC laws and the articles of association of the Target Company within the scope of authorization as stipulated in this Agreement, and ensure that the proceedings, voting methods and contents of the relevant shareholders’ meeting do not violate laws, administrative regulations or the Target Company’s articles of association; the Trustor will recognize and bear the corresponding responsibility for any legal consequences arising from the exercise of the above mentioned abovementioned entrustment rights by the Trustee. 7. In any event, WFOE shall not be required to assume any responsibility or make any economic or other kind of compensation for the Target Company, the Target Company’s shareholders or any third parties in relation to the exercise of the entrustment rights under this Agreement by it and/or its designated trustee, except for losses caused by the WFOE’s intentional or gross negligence. 8. The Trustor agrees to indemnify and undue any damage suffered or likely to be suffered owed by the WFOE from its and/or its designated trustee’s exercise of the entrustment right, including but not limited to any third party’s suit, recovery, arbitration, claims or any loss caused by the administrative investigation or punishment. However, if the loss is caused by the Trustee’s intentional or gross negligence, the loss will not be compensated.

Authorization and Entrustment. 1. The Trustor irrevocably and specially authorizes and entrusts WFOE to exercise the following rights of the Trustor as the Target Company’s shareholders, as permitted under PRC law, including but not limited to (hereinafter referred to as the “Entrustment Rights”): (a) act as the agent of the Trustor to attend the shareholders’ meeting of the Target Company; (b) exercise the voting rights on behalf of the Trustor for all matters requiring discussion and resolution of the shareholders’ meeting (including but not limited to designate and elect the directors/executive directors, the supervisors, the general managers, the deputy general managers, the financial chief and other senior management personnel of the Target Company, decide to liquidate and dismantle the Target Company, designate and delegate the liquidation group members and/or its agents of the Target Company, and approve the liquidation plan and liquidation report, etc.); (c) propose to convene a temporary meeting of shareholders; (d) sign the minutes of shareholders’ meeting, the resolutions of shareholder (meeting) or other legal documents that the Trustor has the right to sign as the shareholder of the Target Company; (e) indicate the directors/executive directors, legal representatives, etc. of the Target Company to act in accordance with the Trustee’s intention; (f) exercise other shareholder’s rights and shareholder’s voting rights under the Target Company’s articles of association (including any other shareholders’ voting rights as stipulated in the amended articles of association); (g) handle the legal procedures including registration, approval, licensing and other procedures of the Target Company at the business administration department or other competent government departments; (h) decide to transfer or otherwise dispose of the equity of the Target Company held by the Trustor; and (i) any other shareholder’s rights as pursuant to the applicable PRC laws, regulations and the Target Company’s articles of association (and its amendments from time to time). The Trustor’s Shareholders agree the foregoing entrustment of the shareholders’ rights of the Target Company, and covenant that they will procure and ensure that the above rights are exercised. 2. Without limiting the generality of the powers granted under this Agreement, WFOE shall have the powers and authority under this Agreement to sign the transfer agreement agreed and defined in the Exclusive Call Option Agreement on behalf of the Target Company’s shareholders (subject to when Target Company’s shareholders are required to be as a party to the agreement), and fulfill the terms of the Equity Pledge Agreement and the Exclusive Call Option Agreement signed by the Target Company’s shareholders as a party on the same day as this agreement. The Trustor’s Shareholders agree the foregoing and covenant that they will procure and ensure that the above rights are exercised. 3. The Trustee’s exercise of the rights in the foregoing paragraphs 1and 2 does not require prior advice or consent from the Trustor. 4. The Trustor agrees issue to WFOE separately a power of attorney in the form of Annex I to this Agreement that at the time of signing this Agreement, which is an integral part of this Agreement. The Trustor and the Trustor’s Shareholders will provide sufficient assistance in the exercise of the entrustment rights of the Trustee, including but not limited to the timely signing of the shareholders’ resolutions or other relevant legal documents of the Target Company as requested by the Trustee when necessary (e.g., to meet the documents requirements of the government department to approve, register, and file) and implement all actions reasonably necessary. 5. For the purpose of exercising the entrustment rights under this Agreement, WFOE and/or WFOE’s designee has the right to access relevant information of the Target Company’s including operations, business, customers, finance, employees, etc., and to consult the relevant information of the Target Company, which the Target Company shall provide fully cooperation. 6. WFOE guarantees that the Trustee will perform its fiduciary duties in accordance with the PRC laws and the articles of association of the Target Company within the scope of authorization as stipulated in this Agreement, and ensure that the proceedings, voting methods and contents of the relevant shareholders’ meeting do not violate laws, administrative regulations or the Target Company’s articles of association; the Trustor and the Trustor’s Shareholders will recognize and bear the corresponding responsibility for any legal consequences arising from the exercise of the above mentioned entrustment rights by the Trustee. 7. In any event, WFOE shall not be required to assume any responsibility or make any economic or other kind of compensation for the Target Company, the Target CompanyTrustor and the Trustor’s shareholders Shareholders or any third parties in relation to the exercise of the entrustment rights under this Agreement by it and/or its designated trustee. 8. The Trustor and the Trustor’s Shareholders agrees to indemnify and undue any damage suffered or likely to be suffered by WFOE from its and/or its designated trustee’s exercise of the entrustment right, including but not limited to any third party’s suit, recovery, arbitration, claims or any loss caused by the administrative investigation or punishment. However, if the loss is caused by the Trustee’s intentional or gross negligence, the loss will not be compensated.