Common use of Entrusted Rights Clause in Contracts

Entrusted Rights. 2.1 Party C unconditionally and irrevocably undertakes that it will sign a power of attorney (the “Power of Attorney”) in the substance and form as shown in Appendix 1 hereto after the execution of this Agreement, to respectively authorize Party A or any person as designated by Party A according to Party A’s instruction (the “Trustee”) to exercise all shareholders’ rights available to it as the shareholders of Party B in accordance with Party B’s articles of association then in effect and applicable laws and regulations. Such shareholders’ rights (the “Entrusted Rights”) include without limitation: (1) acting as the proxy of Party C to propose, convene or attend as an observer a shareholders’ meeting in accordance with Party B’s articles of association; (2) exercising all shareholders’ rights and shareholders’ voting rights available to Party C in accordance with the PRC laws (including any law, regulation, rules, notification, interpretation or other binding document promulgated by any central or local legislative, administrative and judicial authority before or after the execution of this Agreement, the “PRC Law”) and Party B’s articles of association (including any other shareholder’s voting rights provided for in the amendments of such articles of association), including but not limited to the right to receive dividends, the right to sell, transfer, pledge or dispose of part or all of Party B’s Equity Interests; the right to decide the increase or decrease of the registered capital, merger, division and other issues; the right to amend the articles of association; the right to decide the operation guidelines and investment plans; the right to determine the financial budget and final accounts; the right to decide the allocation plan; the right to decide dissolution and liquidation; the right to designate and appoint the members of the liquidation committee; the right to approve liquidation plan and liquidation report, etc; (3) acting as Party B’s legal representative or acting as Party B’s chairman of the board, managing director or manager and/or acting on behalf of Party C to designate, appoint or remove Party B’s legal representative (chairman of the board or managing director), directors, supervisors, chief executive officer (or managers) and other senior management members, in accordance with the provisions regarding the way in which the legal representative is appointed in Party B’s articles of association; (4) executing documents (including the minutes of the shareholders’ meetings) and the documents filed with relevant company registry; (5) acting on behalf of Party B’s registered shareholders to exercise voting rights at the time of Party B’s bankruptcy, liquidation, dissolution or termination; (6) the allocation right in respect of the remaining assets after Party B’s bankruptcy, liquidation, dissolution or termination; and (7) deciding matters in connection with the delivery or registration of Party B’s relevant documents to or with the governmental authorities. 2.2 Without prejudice to the generality of the powers granted under this Agreement, Party A shall have the power and authority hereunder to act on behalf of Party C to execute the transfer contract as agreed and defined in the Exclusive Call Option Agreement (when Party C is required to be a party to such contract), and perform the provisions of the Equity Pledge Agreement and the Exclusive Call Option Agreement executed by Party C as a party thereto on the same date on which this Agreement is executed. 2.3 Party C hereby undertakes that, in case of Party B’s bankruptcy, liquidation, dissolution or termination, all assets obtained by Party C after Party B’s bankruptcy, liquidation, dissolution or termination (including Party B’s Equity Interests) shall be transferred to Party A free of charge or at the minimum price as permitted by the PRC Law then in effect, or the then liquidator shall dispose of all of Party B’s assets, including the equity interests, for the purpose of protecting the interests of Party A’s direct or indirect shareholders and/or creditors. 2.4 The Trustee and/or Party A exercises the Entrusted Rights as if Party C exercises the shareholders’ rights. When Party A issues a written notice to Party C to replace the Trustee, Party C shall immediately instruct the other entity or individual as designated by Party A then to exercise the aforesaid Entrusted Rights, and sign a Power of Attorney in the substance and form as shown in Appendix 1 hereto. Once such new Power of Attorney is signed, it shall replace the original Power of Attorney. Meanwhile, Party C shall also announce or clarify that the original Power of Attorney has been abolished by notifying relevant persons or in other publicity form. In addition, Party C shall not revoke the entrustment and authorization granted to the Trustee and/or Party A. 2.5 Party C shall confirm and acknowledge, and assume relevant legal liabilities in respect of, any legal consequence arising from the exercise of the aforesaid Entrusted Rights by the Trustee and/or Party A. 2.6 All acts performed by the Trustee and/or Party A in respect of Party B’s Equity Interests and/or the exercise of the Entrusted Rights by the Trustee and/or Party A shall be deemed as acts performed by Party C itself, and all documents executed by the Trustee and/or Party A shall be deemed as executed by Party C. The Trustee and/or Party A may perform the aforesaid acts at its own discretion without seeking Party C’s prior consent, provided that after the Party B’s resolution or the proposal to hold Party B’s extraordinary general meeting has been made, the Trustee and/or Party A shall immediately notify Party C. Party C hereby acknowledges and approves such acts done and/or documents executed by the Trustee and/Party A. 2.7 During the term of this Agreement, Party C hereby waives all rights that have been granted to Party A and/or the Trustee hereunder and are related to Party B’s Equity Interests, and shall not exercise such rights on its own. 2.8 If Party C deceases, loses the capacity for civil conduct or suffers other incidents that may affect Party C’s exercise of rights related to Party B’s Equity Interests held by it, each of the successors of Party C or the then shareholders or assignees of Party B’s Equity Interests shall be deemed as a party to this Agreement to succeed/assume all rights and obligations of Party C under this Agreement (as amended and restated).

Entrusted Rights. 2.1 2.1. Party C unconditionally and irrevocably undertakes that it will sign a power of attorney (the “Power of Attorney”) in the substance and form as shown in Appendix 1 hereto after the execution of this Agreement, to respectively authorize Party A or any person as designated by Party A according to Party A’s instruction (the “Trustee”) to exercise all shareholders’ rights available to it as the shareholders of Party B in accordance with Party B’s articles of association then in effect and applicable laws and regulations. Such shareholders’ rights (the “Entrusted Rights”) include without limitation: (1) acting as the proxy of Party C to propose, convene or attend as an observer a shareholders’ meeting in accordance with Party B’s articles of association; (2) exercising all shareholders’ rights and shareholders’ voting rights available to Party C in accordance with the PRC laws (including any law, regulation, rules, notification, interpretation or other binding document promulgated by any central or local legislative, administrative and judicial authority before or after the execution of this Agreement, the “PRC Law”) and Party B’s articles of association (including any other shareholder’s voting rights provided for in the amendments of such articles of association), including but not limited to the right to receive dividends, the right to sell, transfer, pledge or dispose of part or all of Party B’s Equity Interests; the right to decide the increase or decrease of the registered capital, merger, division and other issues; the right to amend the articles of association; the right to decide the operation guidelines and investment plans; the right to determine the financial budget and final accounts; the right to decide the allocation plan; the right to decide dissolution and liquidation; the right to designate and appoint the members of the liquidation committee; the right to approve liquidation plan and liquidation report, etc; (3) acting as Party B’s legal representative or acting as Party B’s chairman of the board, managing director or manager and/or acting on behalf of Party C to designate, appoint or remove Party B’s legal representative (chairman of the board or managing director), directors, supervisors, chief executive officer (or managers) and other senior management members, in accordance with the provisions regarding the way in which the legal representative is appointed in Party B’s articles of association; (4) executing documents (including the minutes of the shareholders’ meetings) and the documents filed with relevant company registry; (5) acting on behalf of Party B’s registered shareholders to exercise voting rights at the time of Party B’s bankruptcy, liquidation, dissolution or termination; (6) the allocation right in respect of the remaining assets after Party B’s bankruptcy, liquidation, dissolution or termination; and (7) deciding matters in connection with the delivery or registration of Party B’s relevant documents to or with the governmental authorities. 2.2 2.2. Without prejudice to the generality of the powers granted under this Agreement, Party A shall have the power and authority hereunder to act on behalf of Party C to execute the transfer contract as agreed and defined in the Exclusive Call Option Agreement (when Party C is required to be a party to such contract), and perform the provisions of the Equity Pledge Agreement and the Exclusive Call Option Agreement executed by Party C as a party thereto on the same date on which this Agreement is executed. 2.3 2.3. Party C hereby undertakes that, in case of Party B’s bankruptcy, liquidation, dissolution or termination, all assets obtained by Party C after Party B’s bankruptcy, liquidation, dissolution or termination (including Party B’s Equity Interests) shall be transferred to Party A free of charge or at the minimum price as permitted by the PRC Law then in effect, or the then liquidator shall dispose of all of Party B’s assets, including the equity interests, for the purpose of protecting the interests of Party A’s direct or indirect shareholders and/or creditors. 2.4 2.4. The Trustee and/or Party A exercises the Entrusted Rights as if Party C exercises the shareholders’ rights. When Party A issues a written notice to Party C to replace the Trustee, Party C shall immediately instruct the other entity or individual as designated by Party A then to exercise the aforesaid Entrusted Rights, and sign a Power of Attorney in the substance and form as shown in Appendix 1 hereto. Once such new Power of Attorney is signed, it shall replace the original Power of Attorney. Meanwhile, Party C shall also announce or clarify that the original Power of Attorney has been abolished by notifying relevant persons or in other publicity form. In addition, Party C shall not revoke the entrustment and authorization granted to the Trustee and/or Party A. 2.5 2.5. Party C shall confirm and acknowledge, and assume relevant legal liabilities in respect of, any legal consequence arising from the exercise of the aforesaid Entrusted Rights by the Trustee and/or Party A. 2.6 2.6. All acts performed by the Trustee and/or Party A in respect of Party B’s Equity Interests and/or the exercise of the Entrusted Rights by the Trustee and/or Party A shall be deemed as acts performed by Party C itself, and all documents executed by the Trustee and/or Party A shall be deemed as executed by Party C. The Trustee and/or Party A may perform the aforesaid acts at its own discretion without seeking Party C’s prior consent, provided that after the Party B’s resolution or the proposal to hold Party B’s extraordinary general meeting has been made, the Trustee and/or Party A shall immediately notify Party C. Party C hereby acknowledges and approves such acts done and/or documents executed by the Trustee and/Party A. 2.7 2.7. During the term of this Agreement, Party C hereby waives all rights that have been granted to Party A and/or the Trustee hereunder and are related to Party B’s Equity Interests, and shall not exercise such rights on its own. 2.8 2.8. If Party C deceases, loses the capacity for civil conduct or suffers other incidents that may affect Party C’s exercise of rights related to Party B’s Equity Interests held by it, each of the successors of Party C or the then shareholders or assignees of Party B’s Equity Interests shall be deemed as a party to this Agreement to succeed/assume all rights and obligations of Party C under this Agreement (as amended and restated).

Entrusted Rights. 2.1 1.1 Party C B unconditionally and irrevocably undertakes that it will sign execute a power Power of attorney Attorney (the “Power of Attorney”) in the substance form and form as shown with the content set forth in Appendix 1 Annex I hereto after the execution signing of this Agreement, to respectively authorize authorizing Party A or, as per Party A’s instructions, authorizing any director of the direct or any person as indirect overseas parent company of Party A that is designated by Party A according to Party A’s instruction , and the liquidator or any other successor acting on behalf of such director (the “Trustee”) ), to exercise all shareholders’ of the rights available to it that are enjoyed by Party B as the shareholders a ​ shareholder of Party B in accordance with Party B’s C under the current articles of association then in effect of Party C and applicable laws and regulations, and to exercise the corresponding rights in all major matters of Party C on its behalf. Such shareholders’ rights (the “Entrusted Rights”) include without limitation:include, but are not limited to: ​ (1) acting proposing, convening and attending the shareholders’ meeting of Party C in accordance with the articles of association of Party C as the proxy of Party C to proposeB, convene or attend as an observer a shareholders’ and executing any and all written resolutions and meeting minutes in accordance with the name and on behalf of Party B’s articles of association; (2) exercising all shareholders’ rights and shareholders’ voting rights available to Party C in accordance with the PRC laws (including any law, regulation, rules, notification, interpretation or other binding document promulgated by any central or local legislative, administrative and judicial authority before or after the execution of this Agreement, the “PRC Law”) and Party B’s articles of association (including any other shareholder’s voting rights provided for in the amendments of such articles of association), including but not limited to the voting right, the right to receive dividends, the right to sell, transfer, sell or transfer or pledge or dispose of part or all of Party BC’s Equity Interests; Equity, and the right to decide appoint directors) that are enjoyed by Party B under Chinese Laws (including any laws, regulations, rules, notices or other binding documents issued by any central or local legislative, administrative or judicial department in Chinese Mainland before or after the increase or decrease signing of the registered capitalthis Agreement, merger, division collectively “Chinese Laws”) and other issues; the right to amend the articles of association; the right to decide the operation guidelines and investment plans; the right to determine the financial budget and final accounts; the right to decide the allocation plan; the right to decide dissolution and liquidation; the right to designate and appoint the members of the liquidation committee; the right to approve liquidation plan and liquidation report, etc; (3) acting as Party B’s legal representative or acting as Party B’s chairman of the board, managing director or manager and/or acting on behalf association of Party C (including the articles of association as amended from time to designatetime); ​ 3) nominating, appoint designating, appointing or remove replacing Party BC’s legal representative (chairman of the board or managing director)representative, chairman, directors, supervisors, chief executive officer (or managersgeneral manager) and or other senior management members, officer on behalf of Party B in accordance with the provisions regarding the way in which the legal representative is appointed in Party B’s articles of association;association of Party C; filing a lawsuit or take other legal actions against any director, supervisor or senior officer whose acts harm the interests of Party C or its shareholder; ​ (4) executing documents (including the minutes of the shareholders’ meetings) and the submitting filing documents filed with to relevant company registry;industrial and commercial administrative authority and other government authorities; ​ (5) acting exercising the voting rights on behalf of Party B’s the registered shareholders to exercise voting rights at the time shareholder of Party B’s bankruptcy, liquidation, dissolution or termination; (6) C in the allocation right in respect event of the remaining assets after Party BC’s bankruptcy, liquidation, dissolution or termination; and​ (76) deciding matters in connection with enjoying the delivery or registration of Party B’s relevant documents the right to or with distribute the governmental authorities. 2.2 Without prejudice to the generality of the powers granted under this Agreement, Party A shall have the power and authority hereunder to act on behalf remaining assets of Party C to execute the transfer contract as agreed and defined in the Exclusive Call Option Agreement (when after Party C is required to be a party to such contract), and perform the provisions of the Equity Pledge Agreement and the Exclusive Call Option Agreement executed by Party C as a party thereto on the same date on which this Agreement is executed. 2.3 Party C hereby undertakes that, in case of Party BC’s bankruptcy, liquidation, dissolution or termination; ​ 7) deciding on the submission and registration of documents related to Party C to government authorities; ​ 8) exercising the shareholder’s rights to dispose of Party C’s assets in accordance with the law, all including but not limited to the rights to manage its assets obtained business, access its income and acquire its assets; and 9) supervising Party C’s business performance, approving Party C’s annual budget or dividend declaration, and consulting Party C’s financial information at any time. ​ 1.2 Party B hereby undertakes and warrants that its authorization under Article 1.1 hereof will not cause any actual or potential conflict of interest between Party B and Party A and/or the Trustee. If there is a potential conflict of interest between Party B, Party C and Party A (or Party A’s direct or indirect overseas parent company or Party A’s subsidiaries), Party B will give priority to protecting and not harm the interests of Party A or Party A’s direct or indirect overseas parent company. Party B shall not execute any document or make any commitment that has a conflict of interest with any agreement or other legal documents that is executed and being performed by Party C or Party A and its designated person, nor shall it cause any conflict of interest between Party B and Party A and its shareholders by any act or omission. If such conflict of interest arises (Party A shall have the right to unilaterally decide whether or not such conflict of interest arises), Party B shall take measures to eliminate it as soon as possible with the consent of Party A or its designated person. If Party B refuses to take ​ measures to eliminate the conflict of interest, Party A will have the right to exercise the Options under the Exclusive Option Agreement. ​ 1.3 Party B hereby undertakes that, without prior written consent of Party A, Party B will not directly or indirectly participate in or engage in any business that is or may be competitive with the business of Party A, Party C and its controlled subsidiaries, or hold any interest in or hold any asset of any entity that engages in the business that is or may be competitive with the business of Party A, Party C and its controlled subsidiaries. Party A shall have the right to finally determine whether Party B falls or may fall under the above circumstances. ​ 1.4 Party B hereby undertakes that in the event of Party C’s bankruptcy, liquidation, dissolution, or termination, it will transfer all assets, including Party C’s Equity, obtained by it after Party BC’s bankruptcy, liquidation, dissolution or termination (including Party B’s Equity Interests) shall be transferred to Party A free of charge or at the minimum lowest price as permitted by Chinese Laws at the PRC Law then in effecttime, or the then liquidator shall liquidation team at that time will dispose of all of Party B’s assets, including the equity interestsequity, of Party C for the purpose of protecting the interests of Party A’s direct or indirect shareholders and/or creditors.creditors of Party A. 2.4 1.5 Party B agrees that Party A shall have the right to sub-entrust, by itself, any other party to handle the matters specified in Article 1.1 above. The Trustee and/or Party A exercises A’s exercise of the Entrusted Rights shall have the effect as if Party B had exercised the shareholder’s rights in person. Party X xxxxxx agrees to authorize and entrust the Entrusted Rights as if long as the Trustee is a member of the board of directors of Party C exercises A or a Chinese citizen designated by the shareholders’ rightsboard of directors of Party A through consultation and meets the requirements of Article 1.3 above. When Party A issues a written notice to Party C B requesting to replace the Trustee, Party C B shall immediately instruct the entrust such other entity or individual Chinese citizen as designated by Party A then at that time to exercise the aforesaid said Entrusted Rights, and sign execute a new Power of Attorney in the substance format and form as shown with the content set forth in Appendix 1 heretoAnnex I thereto. Once such A new Power of Attorney is signedthat conforms to the provisions of this Agreement, it shall once issued, will replace the original Power of Attorney. MeanwhileIn addition, Party C shall also B shall, by sending a notice to relevant person or otherwise making an announcement, further announce or clarify explain that the original Power of Attorney has been abolished by notifying relevant persons or invalidated. Except for the above, in other publicity form. In addition, no circumstance shall Party C shall not B revoke the entrustment and authorization granted to the Trustee and/or Party A. 2.5 1.6 Party C shall confirm B hereby acknowledges and acknowledge, accepts any legal consequences and assume relevant bear corresponding legal liabilities in respect of, any legal consequence arising from the exercise of the aforesaid Entrusted Rights by the Trustee Trustee’s and/or Party A. 2.6 All acts performed by the Trustee and/or Party A in respect of Party BA’s Equity Interests and/or the exercise of the Entrusted Rights by the in accordance with this Agreement. ​ 1.7 All acts of Trustee and/or Party A shall be deemed as acts performed by Party C itself, and all documents executed by the Trustee and/or Party A related to Party C’s Equity, and/or the Trustee’s and/or Party A’s exercise of the Entrusted Rights, shall be deemed as to be the acts of, executed by or exercised by, Party C. B itself. The Trustee and/or Party A may perform act on their own will when performing the aforesaid acts at its own discretion above acts, without seeking the prior consent of Party B. Nevertheless, after each Party C’s prior consent, provided that after the Party B’s resolution or the proposal to hold convene a shareholders’ meeting of Party B’s extraordinary general meeting has been C is made, the Trustee and/or Party A shall immediately promptly notify Party C. B. Party C B hereby acknowledges and approves such acts done and/or documents performed or executed by the Trustee and/and/or Party A.A. ​ 2.7 During 1.8 Party B agrees and acknowledges that, during the term of this Agreement, it shall not take the liberty to exercise the rights related to Party C hereby waives all rights C’s Equity that have been granted authorized to Party A and/or the Trustee hereunder and are related to without prior written consent of Party B’s Equity InterestsA. 1.9 In the event of bankruptcy, and shall not exercise such rights on its own. 2.8 If liquidation or dissolution of Party C deceases, loses the capacity for civil conduct B or suffers other incidents circumstances that may affect Party CB’s exercise of the rights related to over the Party BC’s Equity Interests held by it, each of the successors of shareholder or transferee holding Party C or the then shareholders or assignees C’s Equity at that time will be deemed to be a party to this Agreement, succeeding/assuming all of Party B’s Equity Interests shall be deemed as a party to this Agreement to succeed/assume all rights and obligations hereunder. ​ 1.10 Party B has made and executed, and has caused its shareholders (including indirect shareholders and actual equity holders) and directors to make and execute, all arrangements and documents appropriate and necessary to ensure that, in the event of a merger, division, dissolution, liquidation or cancellation of Party C under B and/or any other circumstance that may affect the Party B’s exercise of right over the Party C’s Equity held by it, its successor, liquidation team, creditors and other persons who may therefore acquire Party C’s Equity or related rights will not affect or hinder the performance of this Agreement. Party B warrants to Party A that it has made and executed, and has caused its shareholders (including indirect shareholders and actual equity holders) and directors to make and execute, all arrangements and documents appropriate and necessary to ensure Party B’s valid existence and Party B’s performance of this Agreement. ​ 1.11 Party B shall obtain prior written consent of Party A in case of any change in Party B’s controlling shareholder or actual controller, and Party A shall not unreasonably withhold such consent if (a) both the changed controlling shareholder or actual controller agree and undertake to cause Party B to continue to perform this Agreement in writing, and (as amended b) such change will not cause this Agreement go against the current Chinese Laws or cause other adverse effects on this Agreement; 1.12 Party B shall obtain prior consent of Party A in case of Party B’s merger, division, dissolution, liquidation, application for bankruptcy or cancellation, and restated).Party A shall not unreasonably withhold such consent if (a) Party B's successor agrees and undertakes to continue to perform this Agreement in writing, and (b) such change will not cause this Agreement go against the current Chinese Laws or cause other adverse effects on this Agreement. ​

Entrusted Rights. 2.1 1.1 Party C B unconditionally and irrevocably undertakes that it upon the execution of this Agreement, Party B will sign execute a power Power of attorney Attorney (hereinafter referred to as the “Power of Attorney”) as set out in the substance and form as shown in Appendix 1 Annex I hereto after the execution of this Agreement, to authorize respectively authorize Party A or any person or, as designated directed by Party A according A, the directors of its overseas parent company Kanzhun Limited and the liquidator or other successor acting for such directors (hereinafter referred to Party A’s instruction (as the “Trustee”) designated by Party A as Party B’s sole and exclusive Trustee to exercise enjoy all shareholders’ the rights available of shareholders of Party C in respect of matters relating to it as the shareholders equity interest in Party C on behalf of Party B in accordance with Party B’s the articles of association of Party C and then in effect and effective applicable laws and regulations. regulations and to exercise the Corresponding Rights on behalf of Party B in all matters relating to Party C. Such shareholders’ rights (hereinafter referred to as the “Entrusted Rights”) include without limitationbut are not limited to: (1) acting as To propose, convene and attend the proxy shareholders’ meeting of Party C to propose, convene or attend as an observer a shareholders’ meeting Party B’s agent in accordance with Party BC’s articles of association; (2) exercising To exercise all shareholders’ shareholder’s rights and shareholders’ shareholder’s voting rights available of Party C, to which Party C B is entitled, in accordance with the Laws of the PRC laws (including any lawlaws, regulationregulations, rules, notificationnotices, interpretation interpretations or other binding document promulgated documents issued by any central or local legislative, administrative and or judicial authority authorities before or after the execution signing of this Agreement, hereinafter referred to as the “PRC LawLaws of the PRC”) and Party BC’s articles of association (including any other shareholder’s voting rights of shareholders as provided for in the amendments of such articles of associationassociation as amended), including but not limited to the right to receive dividends, the right to sell, transfer, sale or transfer or pledge or dispose disposal of part or all of Party BC’s Equity Interests; the right to decide the increase or decrease of the registered capital, merger, division and other issues; the right to amend the articles of association; the right to decide the operation guidelines and investment plans; the right to determine the financial budget and final accounts; the right to decide the allocation plan; the right to decide dissolution and liquidation; the right to designate and appoint the members of the liquidation committee; the right to approve liquidation plan and liquidation report, etcequity interest); (3) acting To act as Party BC’s legal representative representative, or acting act as Party BC’s chairman of the boardchairman, managing executive director or manager and/or acting on behalf of Party C to designate, appoint or remove Party BC’s legal representative (chairman of the board or managing directorchairman), directors, supervisors, chief executive officer (or managersmanager) and other senior management memberspersonnel on behalf of Party B, in accordance with the specific provisions regarding the way in which the of election of legal representative is appointed representatives in Party BC’s articles of association; and take other legal actions against Party C’s directors, supervisors or senior managers when their acts are detrimental to the interests of Party C or its shareholders; (4) executing To sign resolutions of shareholders’ meetings, minutes of shareholders’ meetings and other documents and file documents with the relevant market supervision and administration department or submit the documents for approval, registration and filing or other legal documents related to the operation of the company to relevant regulatory authorities, retain signed documents (including but not limited to minutes and resolutions), sign and exercise documents related to shareholder’s rights of Party C in respect of equity interest in its own name and on its own behalf, and file documents in ​ the minutes of the shareholders’ meetings) and the documents filed with relevant company registry; (5) acting To exercise voting rights on behalf of Party B’s the registered shareholders to exercise voting rights at the time of Party B’s C in the event of the bankruptcy, liquidation, dissolution or terminationtermination of Party C; (6) the allocation right in respect of To distribute the remaining assets obtained after Party B’s the bankruptcy, liquidation, dissolution or terminationtermination of Party C; 7) To make decisions on the submission and registration of documents relating to Party C to governmental authorities; and (7) deciding matters 8) To exercise any shareholder’s rights to deal with Party C’s assets in connection accordance with the delivery or registration of Party B’s relevant documents law, including but not limited to or with the governmental authoritiesright to manage the business related to its assets, the right to access its income and the right to acquire its assets. 2.2 1.2 Without prejudice to limiting the generality of the powers rights granted under this Agreement, Party A shall have the right and power and authority hereunder to act on behalf of Party C under this Agreement to execute on Party B’s behalf the transfer contract as agreed and defined in the Exclusive Call Option Agreement (when to which Party C B is required to be a party Party) and to such contract), and perform the provisions of the Equity Pledge Agreement and the Exclusive Call Option Agreement executed dated the same as this Agreement, to which Party B is a Party. 1.3 Party B hereby represents and warrants that Party B’s authority under Article 1.1 will not give rise to any actual or potential conflict of interest among Party B, Party C and Party A and/or the Trustee. In the event of a potential conflict of interest between Party B or Party C and Party A or Party A’s foreign parent company or its subsidiaries, Party B will protect and not prejudice the interests of Party A or Party A’s foreign parent company as a matter of priority. In the event that Party B (or Party B’s directors or senior managers) is also a director or senior manager of Party A or Party A’s parent company outside of China, Party B will authorize Party A or, at Party A’s direction, authorize other directors or senior managers other than Party B (or Party B’s directors or senior managers) to exercise the rights under Article 1. 1. Party B shall not sign any document or make any commitment which is in conflict of interest with any legal document, such as an agreement, signed and being performed by Party C or Party A and its designees; Party B shall not cause a conflict of interest among Party B and Party A and its shareholders by the way of acts/omissions. If such conflict of interest arises (and Party A shall have the right to decide unilaterally whether or not such conflict of interest arises), Party B shall take measures to eliminate it as a party thereto on promptly as possible with the same date on which this Agreement is executedconsent of Party A or Party A’s designee. If Party B refuses to do so, Party A shall be entitled to exercise the Purchase Option under the Exclusive Option Agreement. 2.3 1.4 Party C B hereby undertakes that, unless Party A’s written consent is obtained, Party B shall not in case any way directly or indirectly participate in, engage in, or hold interests (other than an interest of Party B’s bankruptcynot more than 5%) in or assets of, liquidation, dissolution any relevant entity which operates or termination, all assets obtained may operate a business in competition with the business operated by Party C after and its companies. Party B’s A shall have the right to make the final decision on whether Party B has or may have the above-mentioned circumstances 1.5 Party B hereby undertakes that in the event of the bankruptcy, liquidation, dissolution or termination (of Party C, all assets including the equity interest in Party B’s Equity Interests) shall C acquired by Party B after the bankruptcy, liquidation, dissolution or termination of Party C will be transferred to Party A free of charge or its designee unconditionally without compensation or at the minimum lowest price as permitted ​ by the Laws of the PRC Law then in effectat that time, or the then liquidator shall dispose of all of Party B’s assetsat that time will, including in the equity interests, for the purpose interest of protecting the interests of Party A’s direct or indirect shareholders and/or creditorscreditors of Party A, dispose of all assets including equity interest. 2.4 1.6 Party B agrees that Party A has the right to re-authorize and may re-authorize at its sole discretion other Parties to perform the provisions of Article 1.1. The Trustee and/or Party A exercises shall exercise the Entrusted Rights entrusted rights in the same manner as if Party C exercises B had exercised the shareholders’ rightsshareholder’s rights in person. The authorization and entrustment of the rights is subject to the premise that the Trustee is a member of the board of directors of Party A or a Chinese citizen designated by the board of directors through consultation and Party B agrees to the said authorization and entrustment. When Party A issues gives a written notice to Party C B to replace remove the Trustee, Party C B shall immediately instruct the other designate another entity or individual as Chinese citizen designated by Party A then at that time to exercise the aforesaid Entrusted Rights, above rights and sign a Power power of Attorney attorney as set out in the substance and form as shown in Appendix 1 Annex I hereto. Once such new Power of Attorney is signed, it shall replace the original Power of Attorney. Meanwhile; otherwise, Party C shall also announce or clarify that the original Power of Attorney has been abolished by notifying relevant persons or in other publicity form. In addition, Party C B shall not revoke the entrustment and authorization granted made to the Trustee and/or Party A. 2.5 1.7 Party C shall confirm B acknowledges, acknowledges and acknowledge, and assume relevant assumes legal liabilities in respect of, responsibility for any legal consequence consequences arising from the exercise of the aforesaid Entrusted Rights by the Trustee and/or Party A.A’s exercise of the above rights. 2.6 1.8 All acts performed by the Trustee and/or Party A in respect relation to the exercise of the equity interest in Party B’s Equity Interests C and/or the exercise of the Entrusted Rights entrusted right shall be deemed to be Party B’s own acts and all documents signed shall be deemed to be signed by Party B. The Trustee and/or Party A may act in accordance with their own intention in doing the above acts without seeking Party B’s prior consent, provided that the Trustee and/or Party A shall be deemed as acts performed by promptly inform Party B of a resolution of Party C itself, and all documents executed by the Trustee and/or Party A shall be deemed as executed by Party C. The Trustee and/or Party A may perform the aforesaid acts at its own discretion without seeking Party C’s prior consent, provided that after the Party B’s resolution or the a proposal to hold Party B’s convene an extraordinary general shareholders’ meeting has been made, the Trustee and/or Party A shall immediately notify of Party C. Party C B hereby acknowledges and approves such acts done and/or documents executed by of the Trustee and/and/or Party A. 2.7 1.9 During the term of this Agreement, Party C hereby waives all B agrees and acknowledges that it shall not exercise any rights that have been granted relating to Party C’s equity interests entrusted to Party A and/or the Trustee hereunder and are related to in this Agreement without Party BA’s Equity Interests, and shall not exercise such rights on its ownprior written consent. 2.8 If Party C deceases, loses 1.10 In the capacity for civil conduct or suffers other incidents that may affect Party C’s exercise of rights related to Party B’s Equity Interests held by it, each of the successors of Party C or the then shareholders or assignees event of Party B’s Equity Interests death, incapacity, marriage, divorce, bankruptcy or other circumstances that may affect the exercise of Party B’s equity interest in Party C, Party B’s successors (including spouse, children, parents, brothers, sisters, and grandparents) or shareholders or assignees then holding equity interests in Party C shall be deemed as to be a party Party to this Agreement to succeedand shall succeed to/assume all of Party B’s rights and obligations under this Agreement. 1.11 The equity interest in Party C held by Party B is not common property between Party B and its spouse, and Party B’s spouse does not own and has no control over the equity interest in Party C. Party B’s management of Party C under this Agreement (as amended and restated)other voting matters and the disposal of the equity interest in Party C held by Party B by virtue of its equity interest in Party C are not affected by its spouse.