Common use of Authorization and Entrustment Clause in Contracts

Authorization and Entrustment. 1. The School’s Sponsor irrevocably and specially authorizes and entrusts WFOE to exercise the following rights of the School’s Sponsor as the sponsors of the Target Schools, as permitted under PRC law, including but not limited to: (a) To appoint and/or elect of directors of the Schools; (b) To appoint and/or elect the supervisors of the Schools; (c) To access the information about the operation conditions and financial conditions of the Schools; (d) To consult the resolutions, records, financial and accounting statements and reports of the board of directors’ meetings of the Schools in accordance with the PRC laws; (e) To obtain reasonable returns from the School’s Sponsor in accordance with the PRC laws; (f) To obtain the remaining property of the School after the liquidation in accordance with the PRC laws; (g) To transfer the interests of the School’s Sponsor in accordance with the PRC laws; (h) To select the profitability and non-profitability of the characteristic of the Schools in accordance with the PRC laws, regulations or regulatory documents; and (i) Any other rights of the School’s Sponsor provided by other applicable laws and regulations of the PRC and the articles of association of the Schools (as amended from time to time). 2. Appointed Directors irrevocably and specially authorizes and entrusts WFOE to exercise the following rights of Appointed Directors as the directors of the Target Schools, as permitted under PRC laws, including but not limited to: (a) acting as the agent of the School’s Sponsor to attend the board meeting of the Target School; (b) exercise the voting rights on behalf of the School’s Sponsor for all matters requiring discussion and resolution of the board of directors (including but not limited to appointment and dismissal of the principal; amendment to the articles of association of the School and amendment to the rules and regulations of the School; formulation of operation strategy, investment plan and development plan of the School, approval of annual work plan of the School; raising of school-running funds, examination and verification of budget and final accounts of the School; determination of the fixed quotas and salary standards for the staff of the School; decision on distribution of reasonable returns to the sponsor of the School (if applicable); decision on the division, merger, termination of the School, change in the sponsor and other matters of the School; appointment and appointment of the members of the liquidation team of the Target School and/or their proxies, approval of the liquidation plan and liquidation reports, etc.)； (c) propose to convene a board meeting of the Target School; (d) sign the board meeting minutes, board meeting resolutions or other legal documents that the Appointed Directors has the right to sign as the director of the Target School; (e) instruct the legal representative, the financial, business and administrative chiefs, etc. of the Target School to act in accordance with the Trustee’s intention ; (f) exercising other rights of the director and directors’ voting rights under the Target School’s articles of association (including any other directors’ voting rights as stipulated in the amended articles of association); (g) handle legal procedures containing registration, examination and approval and license of schools at the competent departments of government; and (h) any other rights of the director as pursuant to the applicable PRC laws, regulations and the Target School’s articles of association (and its amendments from time to time). 3. The Trustee’s exercise of the rights in the foregoing paragraph 1 and 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 4 and 5 to this Agreement that at the time of signing this Agreement, which is an integral part of this Agreement. The School’s Sponsor will provide sufficient assistance in the exercise of the entrustment rights of the Trustee, including but not limited to the timely signing of the board of directors’ resolutions or other relevant legal documents of the Target School 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 School’s including but not limited to operations, business, customers, finances, employees, etc., and to consult the relevant information of the Target School. The Trustee shall make the Target School provide fully cooperation. 6. WFOE guarantees that the Trustee will perform its fiduciary duties in accordance with the laws and the articles of association of the Target School within the scope of authorization as stipulated in this Agreement, and ensure that the proceedings, voting methods and contents of the relevant board meeting do not violate laws, administrative regulations or the Target School’s articles of association; the School’s Sponsor will recognize and bear the corresponding responsibility for any legal consequences arising from the exercise of the 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 School, the Trustor 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 School’s Sponsor agrees to indemnify and undue any damage suffered or owed 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 School’s Sponsor irrevocably and specially authorizes and entrusts WFOE to exercise the following rights of the School’s Sponsor as the sponsors of the Target Schools, as permitted under PRC law, including but not limited to: (a) To appoint and/or elect of directors council members of the Schools; (b) To appoint and/or elect the supervisors of the Schools; To put forward the School’s mission and scope of operation; (c) To examine or approve the Articles of Association of the School, development planning, major projects and budget for revenues and expenditures; (d) To supervise the performance of the School and the achievement of the objectives set out in the bylaw; (e) To establish the executive school council in accordance with the authority and procedures prescribed in the bylaw of the School and to participate in the running and management of the School; (f) To access the information about the operation conditions and financial conditions of the Schools; (dg) To consult the resolutions, records, financial and accounting statements and reports of the board of directors’ school council meetings of the Schools in accordance with the PRC laws; (eh) To obtain reasonable returns from the School’s Sponsor in accordance with the PRC laws; (f) To obtain use the remaining property of the School after the liquidation for running other non-profit schools continuously in accordance with the PRC lawslaws ; (gi) To transfer the interests of the School’s Sponsor in accordance with the PRC laws; (h) To select the profitability and non-profitability of the characteristic of the Schools in accordance with the PRC laws, regulations or regulatory documents; and (ij) Any other rights of the School’s Sponsor provided by other applicable laws and regulations of the PRC and the articles of association of the Schools (as amended from time to time). 2. Appointed Directors Council Members irrevocably and specially authorizes and entrusts WFOE to exercise the following rights of Appointed Directors Council Members as the directors council members of the Target Schools, as permitted under PRC laws, including but not limited to: (a) acting as the agent of the School’s Sponsor to attend the board council meeting of the Target School;; enjoying the right to speak, propose, vote, elect and stand for election, and the right to know, propose and supervise council meeting and business activities carried out by the School. (b) exercise the voting rights on behalf of the School’s Sponsor for all matters requiring discussion and resolution of the board of directors council (including but not limited to appointment and dismissal of the principal; appointment or dismissal the vice principals and the chief financial officer of the School according to the nomination of the principal, and decide their remuneration; amendment to the articles of association of the School and amendment to the rules and regulations of the School; deliberation of school business development plans and plans of business activities; formulation of operation strategy, investment plan and development plan of the School, approval of annual work plan of the School; formulation of the School deficit plan; formulation of plans on the setting up of internal management institutions and branches of the School; examination and approval of plan for increasing or decreasing the registered capital; raising of school-running funds, examination and verification of budget and final accounts of the School; dismissing, adding additional council members; supervising the management staff's implementation of decisions of the council; reviewing the work report of the management staff and evaluating the management staff; organizing and establishing the new council within three months before the expiration of the term of council, and reporting the Sponsor’s approval; determination of the fixed quotas and salary standards for the staff of the School; decision on distribution of reasonable returns benefits from School running to the sponsor of the School (if applicable); decision on the division, merger, termination of the School, change in the sponsor and other matters of the School; appointment and appointment of the members of the liquidation team of the Target School and/or their proxies, approval of the liquidation plan and liquidation reports, etc.)； (c) propose to convene a board council meeting of the Target School; (d) sign the board council meeting minutes, board council meeting resolutions or other legal documents that the Appointed Directors Council Members has the right to sign as the director council member of the Target School; (e) instruct the legal representative, the financial, business and administrative chiefs, etc. of the Target School to act in accordance with the Trustee’s intention ; (f) exercising other rights of the director council member and directorscouncil members’ voting rights under the Target School’s articles of association (including any other directorscouncil members’ voting rights as stipulated in the amended articles of association); (g) handle legal procedures containing registration, examination and approval and license of schools at the competent departments of government; and (h) any other rights of the director council member as pursuant to the applicable PRC laws, regulations and the Target School’s articles of association (and its amendments from time to time). 3. The Trustee’s exercise of the rights in the foregoing paragraph 1 and 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 4 2 and 5 3 to this Agreement that at the time of signing this Agreement, which is an integral part of this Agreement. The School’s Sponsor will provide sufficient assistance in the exercise of the entrustment rights of the Trustee, including but not limited to the timely signing of the board of directors’ council’s resolutions or other relevant legal documents of the Target School 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 School’s including but not limited to operations, business, customers, finances, employees, etc., and to consult the relevant information of the Target School. The Trustee shall make the Target School provide fully cooperation. 6. WFOE guarantees that the Trustee will perform its fiduciary duties in accordance with the laws and the articles of association of the Target School within the scope of authorization as stipulated in this Agreement, and ensure that the proceedings, voting methods and contents of the relevant board meeting councils do not violate laws, administrative regulations or the Target School’s articles of association; the School’s Sponsor will recognize and bear the corresponding responsibility for any legal consequences arising from the exercise of the 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 School, the Trustor 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 School’s Sponsor agrees to indemnify and undue any damage suffered or owed 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 School’s Sponsor irrevocably and specially authorizes and entrusts WFOE to exercise the following rights of the School’s Sponsor as the sponsors of the Target Schools, as permitted under PRC law, including but not limited to: (a) To appoint and/or elect of directors council members of the Schools; (b) To appoint and/or elect the supervisors of the Schools; To put forward the School’s mission and scope of operation; (c) To examine or approve the Articles of Association of the School, development planning, major projects and budget for revenues and expenditures; (d) To supervise the performance of the School and the achievement of the objectives set out in the bylaw; (e) To establish the executive school council in accordance with the authority and procedures prescribed in the bylaw of the School and to participate in the running and management of the School; (f) To access the information about the operation conditions and financial conditions of the Schools; (dg) To consult the resolutions, records, financial and accounting statements and reports of the board of directors’ school council meetings of the Schools in accordance with the PRC laws; (eh) To obtain reasonable returns from the School’s Sponsor in accordance with the PRC laws; (fi) To obtain the remaining property of the School after the liquidation in accordance with the PRC laws; (gj) To transfer the interests of the School’s Sponsor in accordance with the PRC laws; (hk) To select the profitability and non-profitability of the characteristic of the Schools in accordance with the PRC laws, regulations or regulatory documents; and (il) Any other rights of the School’s Sponsor provided by other applicable laws and regulations of the PRC and the articles of association of the Schools (as amended from time to time). 2. Appointed Directors Council Members irrevocably and specially authorizes and entrusts WFOE to exercise the following rights of Appointed Directors Council Members as the directors council members of the Target Schools, as permitted under PRC laws, including but not limited to: (a) acting as the agent of the School’s Sponsor to attend the board council meeting of the Target School;; enjoying the right to speak, propose, vote, elect and stand for election, and the right to know, propose and supervise council meeting and business activities carried out by the School. (b) exercise the voting rights on behalf of the School’s Sponsor for all matters requiring discussion and resolution of the board of directors council (including but not limited to appointment and dismissal of the principal,vice principal and the person in charge of finance, etc.; amendment to the articles of association of the School and amendment to the rules and regulations of the School; deliberation of school business development plans and plans of major business activities; formulation of operation strategy, investment plan and development plan of the School, approval of annual work plan of the School; formulation of plans on the setting up of internal institutions of the School and internal management rules; examination and approval of plan for increasing the registered capital; raising of school-running funds, examination and verification of annual financial budget plans and final accounts plans of the School; dismissing, adding additional council members; supervising the management staff’s implementation of decisions of the council; reviewing the work report of the management staff and evaluating the management staff; organizing and establishing the new council within three months before the expiration of the term of council, and reporting the Sponsor’s approval; determination of the fixed quotas and salary standards for the staff of the School; decision on distribution of reasonable returns to the sponsor of the School (if applicable); decision on the division, merger, termination of the School, change in the sponsor and other matters of the School; appointment and appointment of the members of the liquidation team of the Target School and/or their proxies, approval of the liquidation plan and liquidation reports, etc.)； (c) propose to convene a board council meeting of the Target School; (d) sign the board council meeting minutes, board council meeting resolutions or other legal documents that the Appointed Directors Council Members has the right to sign as the director council member of the Target School; (e) instruct the legal representative, the financial, business and administrative chiefs, etc. of the Target School to act in accordance with the Trustee’s intention ; (f) exercising other rights of the director council member and directorscouncil members’ voting rights under the Target School’s articles of association (including any other directorscouncil members’ voting rights as stipulated in the amended articles of association); (gf) handle legal procedures containing registration, examination and approval and license of schools at the human resources and society security department, civil affairs department or other competent departments of government; and (hg) any other rights of the director council member as pursuant to the applicable PRC laws, regulations and the Target School’s articles of association (and its amendments from time to time). 3. The Trustee’s exercise of the rights in the foregoing paragraph 1 and 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 4 2 and 5 3 to this Agreement that at the time of signing this Agreement, which is an integral part of this Agreement. The School’s Sponsor will provide sufficient assistance in the exercise of the entrustment rights of the Trustee, including but not limited to the timely signing of the board of directors’ council’s resolutions or other relevant legal documents of the Target School 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 School’s including but not limited to operations, business, customers, finances, employees, etc., and to consult the relevant information of the Target School. The Trustee shall make the Target School provide fully cooperation. 6. WFOE guarantees that the Trustee will perform its fiduciary duties in accordance with the laws and the articles of association of the Target School within the scope of authorization as stipulated in this Agreement, and ensure that the proceedings, voting methods and contents of the relevant board meeting councils do not violate laws, administrative regulations or the Target School’s articles of association; the School’s Sponsor will recognize and bear the corresponding responsibility for any legal consequences arising from the exercise of the 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 School, the Trustor 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 School’s Sponsor agrees to indemnify and undue any damage suffered or owed 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 School’s Sponsor irrevocably and specially authorizes and entrusts WFOE to exercise the following rights of the School’s Sponsor as the sponsors of the Target Schools, as permitted under PRC law, including but not limited to: (a) To appoint and/or elect of directors council members of the Schools; (b) To appoint and/or elect the supervisors of the Schools; To put forward the School’s mission and scope of operation; (c) To examine or approve the Articles of Association of the School, development planning, major projects and budget for revenues and expenditures; (d) To supervise the performance of the School and the achievement of the objectives set out in the bylaw; (e) To establish the executive school council in accordance with the authority and procedures prescribed in the bylaw of the School and to participate in the running and management of the School; (f) To access the information about the operation conditions and financial conditions of the Schools; (dg) To consult the resolutions, records, financial and accounting statements and reports of the board of directors’ school council meetings of the Schools in accordance with the PRC laws; (eh) To obtain reasonable returns from the School’s Sponsor in accordance with the PRC laws; (fi) To obtain the remaining property of the School after the liquidation in accordance with the PRC laws; (gj) To transfer the interests of the School’s Sponsor in accordance with the PRC laws; (hk) To select the profitability and non-profitability of the characteristic of the Schools in accordance with the PRC laws, regulations or regulatory documents; and (il) Any other rights of the School’s Sponsor provided by other applicable laws and regulations of the PRC and the articles of association of the Schools (as amended from time to time). 2. Appointed Directors Council Members irrevocably and specially authorizes and entrusts WFOE to exercise the following rights of Appointed Directors Council Members as the directors council members of the Target Schools, as permitted under PRC laws, including but not limited to: (a) acting as the agent of the School’s Sponsor to attend the board council meeting of the Target School;; enjoying the right to speak, propose, vote, elect and stand for election, and the right to know, propose and supervise council meeting and business activities carried out by the School. (b) exercise the voting rights on behalf of the School’s Sponsor for all matters requiring discussion and resolution of the board of directors council (including but not limited to appointment and dismissal of the principal; amendment to the articles of association of the School and amendment to the rules and regulations of the School; deliberation of school business development plans and plans of major business activities; formulation of operation strategy, investment plan and development plan of the School, approval of annual work plan of the School; formulation of plans on the setting up of internal institutions and branches of the School; examination and approval of plan for increasing the registered capital; raising of school-running funds, examination and verification of budget and final accounts of the School; dismissing, adding additional council members; supervising the management staff’s implementation of decisions of the council; reviewing the work report of the management staff and evaluating the management staff; organizing and establishing the new council within three months before the expiration of the term of council, and reporting the Sponsor’s approval; determination of the fixed quotas and salary standards for the staff of the School; decision on distribution of reasonable returns to the sponsor of the School (if applicable); decision on the division, merger, termination of the School, change in the sponsor and other matters of the School; appointment and appointment of the members of the liquidation team of the Target School and/or their proxies, approval of the liquidation plan and liquidation reports, etc.)； (c) propose to convene a board council meeting of the Target School; (d) sign the board council meeting minutes, board council meeting resolutions or other legal documents that the Appointed Directors Council Members has the right to sign as the director council member of the Target School; (e) instruct the legal representative, the financial, business and administrative chiefs, etc. of the Target School to act in accordance with the Trustee’s intention ; (f) exercising other rights of the director council member and directorscouncil members’ voting rights under the Target School’s articles of association (including any other directorscouncil members’ voting rights as stipulated in the amended articles of association); (g) handle legal procedures containing registration, examination and approval and license of schools at the competent departments of government; and (h) any other rights of the director council member as pursuant to the applicable PRC laws, regulations and the Target School’s articles of association (and its amendments from time to time). 3. The Trustee’s exercise of the rights in the foregoing paragraph 1 and 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 4 2 and 5 3 to this Agreement that at the time of signing this Agreement, which is an integral part of this Agreement. The School’s Sponsor will provide sufficient assistance in the exercise of the entrustment rights of the Trustee, including but not limited to the timely signing of the board of directors’ council’s resolutions or other relevant legal documents of the Target School 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 School’s including but not limited to operations, business, customers, finances, employees, etc., and to consult the relevant information of the Target School. The Trustee shall make the Target School provide fully cooperation. 6. WFOE guarantees that the Trustee will perform its fiduciary duties in accordance with the laws and the articles of association of the Target School within the scope of authorization as stipulated in this Agreement, and ensure that the proceedings, voting methods and contents of the relevant board meeting councils do not violate laws, administrative regulations or the Target School’s articles of association; the School’s Sponsor will recognize and bear the corresponding responsibility for any legal consequences arising from the exercise of the 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 School, the Trustor 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 School’s Sponsor agrees to indemnify and undue any damage suffered or owed 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.