Common use of Shareholders’ Right Entrustment Clause in Contracts

Shareholders’ Right Entrustment. 1.1 The Target Shareholder hereby irrevocably and unconditionally entrusts the WFOE and/or the Designee to exercise its voting rights and all other shareholders’ rights in respect of its equity in the Target (collectively the “Entrusted Rights”) during the term of this Agreement to the extent permitted by PRC Laws (including any laws, regulations, rules, notices, interpretations or other binding documents promulgated by any central or local legislative, administrative or judicial authority before or after the effectiveness of this Agreement, hereinafter referred to as “PRC Laws”) and the Articles of Association, including but not limited to: (1) Exercising decision-making powers on all matters that require to be determined by shareholders on behalf of the Target Shareholder (including but not limited to designation and selection or replacement of the legal representative, directors, supervisors and senior executives of the Target), signing minutes, shareholder’s decision and any document to be signed by shareholders of the Target, and submitting any document to the company registration authority for registration and filing purposes; (2) Authorizing or deciding the disposal of the Target’s assets; (3) Determining the dissolution and liquidation of the Target, establishing a liquidation group on behalf of the Target Shareholder and exercising the functions of the liquidation group during the liquidation period according to law; (4) Deciding to transfer or otherwise dispose of the Target’s equity held by its shareholders, and signing all necessary documents and performing all necessary procedures on behalf of the Target Shareholder for the purposes of the foregoing matters; (5) Exercising other shareholders’ rights under laws, regulations, and the Articles of Association (and their amendments from time to time). 1.2 The Target authorizes the WFOE and/or the Designee to exercise its voting rights and other shareholders’ rights in its subsidiaries that have been established or are about to be established in accordance with laws, regulations and the articles of association of such subsidiaries, and the Target Shareholder acknowledges and agrees to such authorization. 1.3 In order to achieve the above authorization, the Target Shareholder will, according to the WFOE’s instructions from time to time, execute a Power of Attorney containing substantially the same contents as Annex I of this Agreement, authorizing the WFOE and/or the Designee to exercise the Entrusted Rights. 1.4 The WFOE reserves the right, at its sole discretion, to authorize the person designated by it to exercise the Entrusted Rights at any time without the consent of the Target Shareholder and the right to remove the Designee at any time by notifying the Target Shareholder. The exercise of the Entrusted Rights by the Designee will be deemed as the exercise by the WFOE, having the same legal force and effect as the exercise by the WFOE hereunder. During the term of this Agreement, if the WFOE informs the Target Shareholder in writing to terminate the authorization granted to the specific Designee, the Target Shareholder shall immediately do so and separately authorize another Designee designated by the WFOE to exercise the Entrusted Rights, such new authorization will supersede the previous one once it is made. The term “person” as used herein shall refer to natural persons, corporations, partnerships or other non-corporate organizations. 1.5 Except as described in Section 1.4 of this Agreement, the Target Shareholder may not unilaterally revoke the delegation and authorization to the WFOE and/or the Designee without the prior written consent of the WFOE. 1.6 Except with the prior written consent of the WFOE, the Target Shareholder may not transfer or promise to transfer all or part of its equity in the Target to any institution or individual other than the WFOE, or create any pledge or proxy voting or other encumbrances on such equity (except for encumbrances arising from the execution of the Equity Pledge Agreement). If the Target Shareholder has transferred all of its equity in the Target with the consent of the WFOE and has completed the delivery formalities in respect of the equity transfer, it will no longer be a Party to this Agreement. The transfer by the Target Shareholder of all or part of its equity in the Target shall be conditional on the transferee promising to assume all rights and obligations of the transferor hereunder and procuring the transferee to take the place of the transferor or to be a Party of this Agreement.

Shareholders’ Right Entrustment. 1.1 The Target Shareholder Shareholders hereby irrevocably and unconditionally entrusts entrust the WFOE and/or the Designee to exercise its their voting rights and all other shareholders’ rights in respect of its their respective equity in the Target (collectively the “Entrusted Rights”) during the term of this Agreement to the extent permitted by PRC Laws (including any laws, regulations, rules, notices, interpretations or other binding documents promulgated by any central or local legislative, administrative or judicial authority before or after the effectiveness of this Agreement, hereinafter referred to as “PRC Laws”) and the Articles of Association, including but not limited to: (1) Exercising decision-making powers Proposing the convening of, participating in and attending as a nonvoting delegate shareholders’ meetings of the Target on behalf of the Target Shareholders, receiving any notice on the convening and procedures of shareholders’ meeting, and exercising voting rights on all matters that require to be determined discussed and resolved by shareholders on behalf of the Target Shareholder shareholders’ meeting (including but not limited to designation and selection or replacement of the legal representative, directors, supervisors and senior executives of the Target), signing minutes, shareholder’s decision resolutions and any document to be signed by the shareholders of the Target, and submitting any document to the company registration authority for registration and filing purposes; (2) Authorizing or deciding resolving the disposal of the Target’s assets; (3) Determining Resolving the dissolution and liquidation of the Target, establishing a liquidation group on behalf of the Target Shareholder Shareholders and exercising the functions of the liquidation group during the liquidation period according to law; (4) Deciding to transfer or otherwise dispose of the Target’s equity held by its shareholders, and signing all necessary documents and performing all necessary procedures on behalf of the Target Shareholder Shareholders for the purposes of the foregoing matters; (5) Exercising other shareholders’ rights under laws, regulations, and the Articles of Association (and their amendments from time to time). 1.2 The Target authorizes the WFOE and/or the Designee to exercise its voting rights and other shareholders’ rights in its wholly-owned or controlled subsidiaries (hereinafter referred to as “Subsidiaries”) that have been established or are about to be established in accordance with laws, regulations and the articles of association of such subsidiariesSubsidiaries, and the Target Shareholder acknowledges Shareholders acknowledge and agrees agree to such authorization. 1.3 In order to achieve the above authorization, the Target Shareholder Shareholders will, according to the WFOE’s instructions from time to time, respectively execute a Power of Attorney containing substantially the same contents as Annex I II of this Agreement, authorizing the WFOE and/or the Designee to exercise the Entrusted Rights. 1.4 The WFOE reserves the right, at its sole discretion, to authorize the person designated by it to exercise the Entrusted Rights at any time without the consent of the Target Shareholder Shareholders and the right to remove the Designee at any time by notifying the Target ShareholderShareholders. The exercise of the Entrusted Rights by the Designee will be deemed as the exercise by the WFOE, having the same legal force and effect as the exercise by the WFOE hereunder. During the term of this Agreement, if the WFOE informs the Target Shareholder Shareholders in writing to terminate the authorization granted to the specific Designee, the Target Shareholder Shareholders shall immediately do so and separately authorize another Designee designated by the WFOE to exercise the Entrusted Rights, such new authorization will supersede the previous one once it is made. The term “person” as used herein shall refer to natural persons, corporations, partnerships or other non-corporate organizations. 1.5 Except as described in Section 1.4 of this Agreement, the Target Shareholder Shareholders may not unilaterally revoke the delegation and authorization to the WFOE and/or the Designee without the prior written consent of the WFOE. 1.6 Except with the prior written consent of the WFOE, the none Target Shareholder may not transfer or promise to transfer all or part of its equity in the Target to any institution or individual other than the WFOE, or create any pledge or proxy voting or other encumbrances on such equity (except for encumbrances arising from the execution of the Equity Pledge Agreement). If the any Target Shareholder has transferred all of its equity in the Target with the consent of the WFOE and has completed the delivery formalities in respect of the equity transfer, it the Target Shareholder will no longer be a Party to this Agreement, but the obligations and covenants of other Target Shareholders hereunder shall not be affected in any way. The transfer by the any Target Shareholder of all or part of its equity in the Target shall be conditional on the transferee promising to assume all rights and obligations of the transferor hereunder and procuring the transferee to take the place of the transferor or to be a Party of this Agreement.