Common use of Voting Proxy Clause in Contracts

Voting Proxy. 1.1 The Shareholder hereby irrevocably undertakes that it will, upon WFOE's written notification during the term of this Agreement and subject to the stipulations of Article 1.2 of this Agreement, sign a Power of Attorney to authorize ( , ID Card No.: ) to exercise the following rights of it as Shareholder of Shanghai Xinwan in line with the articles of incorporation of Shanghai Xinwan in force at the time: (1) Right to attend meeting of Shareholder as the proxy of the Shareholder; (2) Right to make decisions as the proxy of the Shareholder on issues to be deliberated by the Shareholder (including but not limited to the designation and election of directions, general manager and other senior management of Shanghai Xinwan); (3) Any voting rights of the Shareholder as prescribed by law; (4) Other voting rights of Shareholder under the articles of incorporation of Shanghai Xinwan (including any other voting rights of Shareholder under revised and restated articles of incorporation); (5) Right to endorse any meeting minutes and resolutions of meeting of Shareholder or other legal documents; and (6) Right to submit documents to relevant business registration agency for filing and archiving as the proxy of the Shareholder. Shanghai Xinwan hereby irrevocably undertakes that it will, upon WFOE's written notification during the term of this Agreement and subject to the stipulations of Article 1.2 of this Agreement, sign a Power of Attorney to authorize ( , ID Card No.: , together with the above trustee collectively referred to as “Trustee”) to exercise the following rights (together with the above trusted rights collectively referred to as “Trusted Rights”) of it as shareholder of its subsidiary in line with the articles of incorporation of such subsidiary in force at the time: (1) Right to attend meeting of shareholder as the proxy of Shanghai Xinwan; (2) Right to make decisions as the proxy of Shanghai Xinwan on issues to be deliberated by Shanghai Xinwan (including but not limited to the designation and election of directions, general manager and other senior management of the subsidiary of Shanghai Xinwan); (3) Any voting rights of Shanghai Xinwan as the shareholder of its subsidiary as prescribed by law; (4) Other voting rights of shareholder under the articles of incorporation of the subsidiary of Shanghai Xinwan (including any other voting rights of shareholder under revised and restated articles of incorporation); (5) Right to endorse any meeting minutes and resolutions of meeting of shareholder or other legal documents; and (6) Right to submit documents to relevant business registration agency for filing and archiving as the proxy of Shanghai Xinwan. 1.2 The above-mentioned authorization and assignment are subject to the condition that the Trustee is a Chinese citizen and WFOE agrees the authorization and assignment. When and only when WFOE issues a written notice to the Shareholder requesting the dismissal and replacement of the Trustee shall the Shareholder immediately revokes the assignment of the current Trustee under this Agreement and entrust another Chinese citizen designated by WFOE at the time to exercise the Trusted Rights in accordance with the stipulations of this Agreement; the new authorization shall replace the original authorization immediately. Under no other circumstances shall the Shareholder revoke the authorization to the Trustee. 1.3 WFOE shall ensure the Trustee fulfills his/her trusted duties within the scope of authorization under this Agreement with due diligence and caution; the Shareholder shall acknowledge and be held liable for any legal consequence arising from the Trustee's exercise of the above-mentioned Trusted Rights. 1.4 The Shareholder hereby confirms that the Trustee does not have to consult the Shareholder before making decisions during his/her exercise of the above-mentioned Trusted Rights. WFOE shall nonetheless ensure that the Trustee will inform the Shareholder of any such decision in a timely manner once the decision is made.

Voting Proxy. 1.1 The Shareholder Shareholders hereby irrevocably undertakes undertake that it they will, upon the WFOE's ’s written notification during the term of this Agreement and subject to the stipulations of Article 1.2 of this Agreement, , sign a Power of Attorney to authorize ( , (ID Card No.: ) to exercise the following rights of it them as Shareholder shareholders of Shanghai Xinwan GDS Beijing in line with the articles of incorporation of Shanghai Xinwan GDS Beijing in force at the time: (1) Right to attend meeting of Shareholder shareholders meetings as the proxy of the ShareholderShareholders; (2) Right to make decisions as the proxy of the Shareholder on issues to be deliberated by the Shareholder Shareholders (including but not limited to the designation and election of directionsdirectors, general manager and other senior management of Shanghai XinwanGDS Beijing); (3) Any voting rights of the Shareholder Shareholders as prescribed by law; (4) Other voting rights of Shareholder shareholders under the articles of incorporation of Shanghai Xinwan GDS Beijing (including any other voting rights of Shareholder shareholders under revised and restated articles of incorporation); (5) Right to endorse any meeting minutes and resolutions of meeting of Shareholder shareholders meetings or other legal documents; and (6) Right to submit documents to relevant business corporate registration agency for filing and archiving as the proxy of the ShareholderShareholders. Shanghai Xinwan GDS Beijing hereby irrevocably undertakes that it will, upon the WFOE's ’s written notification during the term of this Agreement and subject to the stipulations of Article 1.2 of this Agreement, sign a Power of Attorney to authorize ( , (ID Card No.: , together with the authorized person in the above trustee collectively paragraph, hereinafter referred to as the “TrusteeAgent”) to exercise the following rights (together with the rights in the above trusted rights collectively paragraph hereinafter referred to as the “Trusted Agent Rights”) of it as shareholder of its subsidiary subsidiaries in line with the articles of incorporation of such subsidiary its subsidiaries in force at the time: (1) Right Represent GDS Beijing to attend meeting of shareholder as the proxy of Shanghai Xinwanits subsidiaries’ shareholders meetings; (2) Right Represent GDS Beijing to make decisions as the proxy of Shanghai Xinwan on issues to be deliberated by Shanghai Xinwan the shareholders of its subsidiaries (including but not limited to the designation and election of directionsdirectors, general manager and other senior management of the subsidiary of Shanghai XinwanGDS Beijing’s subsidiaries); (3) Any voting rights of Shanghai Xinwan GDS Beijing as the its subsidiaries’ shareholder of its subsidiary as prescribed by law; (4) Other voting rights of shareholder GDS Beijing under the articles of incorporation of the subsidiary of Shanghai Xinwan its subsidiaries (including any other voting rights of shareholder GDS Beijing under revised and restated articles of incorporation); (5) Right to endorse any meeting minutes and resolutions of meeting shareholders meetings where GDS Beijing acts as shareholder of shareholder its subsidiaries or other relevant legal documents; and (6) Right to submit documents to relevant business corporate registration agency for filing and archiving as the proxy of Shanghai XinwanGDS Beijing. 1.2 The above-mentioned authorization and assignment are subject to shall only be effective on the condition that the Trustee Agent is a Chinese citizen and the WFOE agrees the to such authorization and assignment. When and only when the WFOE issues a written notice to the Shareholder Shareholders requesting the dismissal and replacement of the Trustee shall Agent Shall the Shareholder Shareholders immediately revokes the assignment of the current Trustee Agent under this Agreement and entrust another Chinese citizen designated by the WFOE at the time to exercise the Trusted Agent Rights in accordance with the stipulations provisions of this Agreement; the new authorization shall replace the original authorization immediately. Under no other circumstances shall the Shareholder Shareholders revoke the authorization to the TrusteeAgent. 1.3 1.4 The WFOE shall ensure the Trustee Agent fulfills his/her trusted proxy duties within the scope of authorization under this Agreement with due diligence and caution; the Shareholder Shareholders shall acknowledge and be held liable for any legal consequence arising from the Trustee's Agent’s exercise of the above-mentioned Trusted Rightsrights. 1.4 1.5 The Shareholder Shareholders hereby confirms confirm that the Trustee Agent does not have to consult the Shareholder Shareholders before making decisions during his/her exercise of the above-mentioned Trusted Agent Rights. The WFOE shall nonetheless ensure that the Trustee Agent will inform the Shareholder Shareholders of any such decision in a timely manner once the decision is made.

Voting Proxy. 1.1 The Shareholder Shareholders hereby irrevocably undertake that they will, upon WFOE’s written notification during the term of this Agreement and subject to the stipulations of Section 1.2 of this Agreement, execute a Power of Attorney to authorize (ID Card No.: ) to exercise following rights of them as shareholders of GDS Shanghai pursuant to the articles of association of GDS Shanghai in force at the time: (1) right to attend shareholders’ meeting on behalf of the Shareholders; (2) right to make decisions on behalf of the Shareholders on issues to be deliberated by the shareholders (including but not limited to the designation and election of directors, general manager and other senior managements of GDS Shanghai); (3) any voting rights of the shareholders as prescribed by law; (4) other voting rights of shareholders under the articles of association of GDS Shanghai (including any other voting rights of shareholders under revised and restated articles of association); (5) right to endorse any shareholder meeting minutes, shareholder resolutions or other legal documents; and (6) right to submit documents to relevant company registration authorities for record and filing on behalf of the Shareholders. GDS Shanghai hereby irrevocably undertakes that it will, upon WFOE's ’s written notification during the term of this Agreement and subject to the stipulations of Article 1.2 of this Agreement, sign execute a Power of Attorney to authorize ( , [ ] (ID Card No.: , together with the above-mentioned authorized agent, are collectively referred to as the “Proxy”) to exercise the following rights of it GDS Shanghai as Shareholder the shareholder of Shanghai Xinwan in line with its subsidiaries pursuant to the articles of incorporation association of Shanghai Xinwan the subsidiaries in force at the time:time(the rights referred to in this Section, together with the above-mentioned rights, are collectively referred to as “Entrusted Rights”): (1) Right right to attend meeting shareholders’ meetings of Shareholder as the proxy its subsidiaries on behalf of the ShareholderGDS Shanghai; (2) Right right to make decisions as the proxy on behalf of the Shareholder GDS Shanghai on issues matters of its subsidiaries to be deliberated by GDS Shanghai as the Shareholder shareholder of GDS Shanghai (including but not limited to the designation appointment and election of directionsdirectors, general manager and other senior management managements of Shanghai Xinwanits subsidiaries); (3) Any any voting rights of GDS Shanghai as the Shareholder equity holder of its subsidiaries as prescribed by law; (4) Other other voting rights of Shareholder shareholders under the articles of incorporation association of the subsidiaries of GDS Shanghai Xinwan (including any other voting rights of Shareholder shareholders under any revised and restated articles of incorporationassociation); (5) Right right to endorse any shareholder meeting minutes and minutes, shareholder’s resolutions of meeting of Shareholder or other legal documentsdocuments on behalf of GDS Shanghai as shareholder of its subsidiaries; and (6) Right right to submit documents to relevant business company registration agency authorities for record and filing and archiving as the proxy on behalf of the Shareholder. Shanghai Xinwan hereby irrevocably undertakes that it will, upon WFOE's written notification during the term of this Agreement and subject to the stipulations of Article 1.2 of this Agreement, sign a Power of Attorney to authorize ( , ID Card No.: , together with the above trustee collectively referred to as “Trustee”) to exercise the following rights (together with the above trusted rights collectively referred to as “Trusted Rights”) of it as shareholder of its subsidiary in line with the articles of incorporation of such subsidiary in force at the time: (1) Right to attend meeting of shareholder as the proxy of Shanghai Xinwan; (2) Right to make decisions as the proxy of Shanghai Xinwan on issues to be deliberated by Shanghai Xinwan (including but not limited to the designation and election of directions, general manager and other senior management of the subsidiary of Shanghai Xinwan); (3) Any voting rights of Shanghai Xinwan as the shareholder of its subsidiary as prescribed by law; (4) Other voting rights of shareholder under the articles of incorporation of the subsidiary of Shanghai Xinwan (including any other voting rights of shareholder under revised and restated articles of incorporation); (5) Right to endorse any meeting minutes and resolutions of meeting of shareholder or other legal documents; and (6) Right to submit documents to relevant business registration agency for filing and archiving as the proxy of Shanghai XinwanGDS Shanghai. 1.2 The above-mentioned authorization authorizations and assignment assignments are subject subjected to the condition conditions that the Trustee Proxy is a Chinese PRC citizen and that WFOE agrees to the authorization authorizations and assignmentassignments. When and only when WFOE issues a written notice to the Shareholder requesting Shareholders to dismiss and replace the dismissal and replacement of the Trustee Proxy shall the Shareholder Shareholders immediately revokes the assignment entrustment of the current Trustee existing Proxy under this Agreement and entrust another Chinese PRC citizen designated by WFOE at the time to exercise the Trusted Entrusted Rights in accordance with the stipulations of this Agreement; the new authorization shall replace the original authorization immediatelyonce made. Under no other circumstances shall the Shareholder Shareholders revoke the authorization or entrustment to the TrusteeProxy. 1.3 WFOE shall ensure that the Trustee Proxy fulfills his/her trusted the entrusted duties within the scope of authorization under this Agreement with due diligence and cautionas prescribed by law; the Shareholder shall Shareholders acknowledge and shall be held liable for any legal consequence arising from the Trustee's Proxy’s exercise of the above-mentioned Trusted Entrusted Rights. 1.4 The Shareholder Shareholders hereby confirms confirm that prior approvals from the Trustee does Shareholders are not have required for the Proxy to consult the Shareholder before making decisions during his/her exercise of the above-mentioned Trusted Entrusted Rights. WFOE shall nonetheless ensure that the Trustee will Proxy promptly inform the Shareholder Shareholders of any such decision in a timely manner once after the decision is made.

Voting Proxy. 1.1 The Shareholder hereby irrevocably undertakes that it will, upon WFOE's written notification during the term of this Agreement and subject to the stipulations of Article Article 1.2 of this Agreement, sign a Power of Attorney to authorize ( , ID Card No.: ) :) to exercise the following rights of it as Shareholder of Shanghai Xinwan in line with the articles of incorporation of Shanghai Xinwan in force at the time: (1) Right to attend meeting of Shareholder as the proxy of the Shareholder; (2) Right to make decisions as the proxy of the Shareholder on issues to be deliberated by the Shareholder (including but not limited to the designation and election of directions, general manager and other senior management of Shanghai Xinwan); (3) Any voting rights of the Shareholder as prescribed by law; (4) Other voting rights of Shareholder under the articles of incorporation of Shanghai Xinwan (including any other voting rights of Shareholder under revised and restated articles of incorporation); (5) Right to endorse any meeting minutes and resolutions of meeting of Shareholder or other legal documents; and (6) Right to submit documents to relevant business registration agency for filing and archiving as the proxy of the Shareholder. Shanghai Xinwan hereby irrevocably undertakes that it will, upon WFOE's written notification during the term of this Agreement and subject to the stipulations of Article Article 1.2 of this Agreement, sign a Power of Attorney to authorize ( , ID Card No.: , together with the above trustee collectively referred to as “Trustee”) to exercise the following rights (together with the above trusted rights collectively referred to as “Trusted Rights”) of it as shareholder of its subsidiary in line with the articles of incorporation of such subsidiary in force at the time: (1) Right to attend meeting of shareholder as the proxy of Shanghai Xinwan; (2) Right to make decisions as the proxy of Shanghai Xinwan on issues to be deliberated by Shanghai Xinwan (including but not limited to the designation and election of directions, general manager and other senior management of the subsidiary of Shanghai Xinwan); (3) Any voting rights of Shanghai Xinwan as the shareholder of its subsidiary as prescribed by law; (4) Other voting rights of shareholder under the articles of incorporation of the subsidiary of Shanghai Xinwan (including any other voting rights of shareholder under revised and restated articles of incorporation); (5) Right to endorse any meeting minutes and resolutions of meeting of shareholder or other legal documents; and (6) Right to submit documents to relevant business registration agency for filing and archiving as the proxy of Shanghai Xinwan. 1.2 The above-mentioned authorization and assignment are subject to the condition that the Trustee is a Chinese citizen and WFOE agrees the authorization and assignment. When and only when WFOE issues a written notice to the Shareholder requesting the dismissal and replacement of the Trustee shall the Shareholder immediately revokes the assignment of the current Trustee under this Agreement and entrust another Chinese citizen designated by WFOE at the time to exercise the Trusted Rights in accordance with the stipulations of this Agreement; the new authorization shall replace the original authorization immediately. Under no other circumstances shall the Shareholder revoke the authorization to the Trustee. 1.3 WFOE shall ensure the Trustee fulfills his/her trusted duties within the scope of authorization under this Agreement with due diligence and caution; the Shareholder shall acknowledge and be held liable for any legal consequence arising from the Trustee's exercise of the above-mentioned Trusted Rights. 1.4 The Shareholder hereby confirms that the Trustee does not have to consult the Shareholder before making decisions during his/her exercise of the above-mentioned Trusted Rights. WFOE shall nonetheless ensure that the Trustee will inform the Shareholder of any such decision in a timely manner once the decision is made.

Voting Proxy. 1.1 The Shareholder hereby irrevocably undertakes that it will, upon WFOE's written notification during the term of this Agreement and subject to the stipulations of Article 1.2 of this Agreement, sign a Power of Attorney to authorize ( , ID Card No.: ) to exercise the following rights of it as Shareholder of Shanghai Xinwan GDS Beijing in line with the articles of incorporation of Shanghai Xinwan GDS Beijing in force at the time: (1) Right to attend meeting of Shareholder as the proxy of the Shareholder; (2) Right to make decisions as the proxy of the Shareholder on issues to be deliberated by the Shareholder (including but not limited to the designation and election of directions, general manager and other senior management of Shanghai XinwanGDS Beijing); (3) Any voting rights of the Shareholder as prescribed by law; (4) Other voting rights of Shareholder under the articles of incorporation of Shanghai Xinwan GDS Beijing (including any other voting rights of Shareholder under revised and restated articles of incorporation); (5) Right to endorse any meeting minutes and resolutions of meeting of Shareholder or other legal documents; and (6) Right to submit documents to relevant business registration agency for filing and archiving as the proxy of the Shareholder. Shanghai Xinwan GDS Beijing hereby irrevocably undertakes that it will, upon WFOE's written notification during the term of this Agreement and subject to the stipulations of Article 1.2 of this Agreement, sign a Power of Attorney to authorize ( , ID Card No.: , together with the above trustee collectively referred to as “Trustee”) to exercise the following rights (together with the above trusted rights collectively referred to as “Trusted Rights”) of it as shareholder of its subsidiary in line with the articles of incorporation of such subsidiary in force at the time: (1) Right to attend meeting of shareholder as the proxy of Shanghai XinwanGDS Beijing; (2) Right to make decisions as the proxy of Shanghai Xinwan GDS Beijing on issues to be deliberated by Shanghai Xinwan GDS Beijing (including but not limited to the designation and election of directions, general manager and other senior management of the subsidiary of Shanghai XinwanGDS Beijing); (3) Any voting rights of Shanghai Xinwan GDS Beijing as the shareholder of its subsidiary as prescribed by law; (4) Other voting rights of shareholder under the articles of incorporation of the subsidiary of Shanghai Xinwan GDS Beijing (including any other voting rights of shareholder under revised and restated articles of incorporation); (5) Right to endorse any meeting minutes and resolutions of meeting of shareholder or other legal documents; and (6) Right to submit documents to relevant business registration agency for filing and archiving as the proxy of Shanghai XinwanGDS Beijing. 1.2 The above-mentioned authorization and assignment are subject to the condition that the Trustee is a Chinese citizen and WFOE agrees the authorization and assignment. When and only when WFOE issues a written notice to the Shareholder requesting the dismissal and replacement of the Trustee shall the Shareholder immediately revokes the assignment of the current Trustee under this Agreement and entrust another Chinese citizen designated by WFOE at the time to exercise the Trusted Rights in accordance with the stipulations of this Agreement; the new authorization shall replace the original authorization immediately. Under no other circumstances shall the Shareholder revoke the authorization to the Trustee. 1.3 WFOE shall ensure the Trustee fulfills his/her trusted duties within the scope of authorization under this Agreement with due diligence and caution; the Shareholder shall acknowledge and be held liable for any legal consequence arising from the Trustee's exercise of the above-mentioned Trusted Rights. 1.4 The Shareholder hereby confirms that the Trustee does not have to consult the Shareholder before making decisions during his/her exercise of the above-mentioned Trusted Rights. WFOE shall nonetheless ensure that the Trustee will inform the Shareholder of any such decision in a timely manner once the decision is made.

Voting Proxy. 1.1 The Shareholder hereby irrevocably undertakes that it will, upon WFOE's written notification during the term of this Agreement and subject to the stipulations of Article Article 1.2 of this Agreement, sign a Power of Attorney to authorize ( , ID Card No.: ) :) to exercise the following rights of it as Shareholder of Shanghai Xinwan in line with the articles of incorporation of Shanghai Xinwan in force at the time: (1) Right to attend meeting of Shareholder as the proxy of the Shareholder; (2) Right to make decisions as the proxy of the Shareholder on issues to be deliberated by the Shareholder (including but not limited to the designation and election of directions, general manager and other senior management of Shanghai Xinwan); (3) Any voting rights of the Shareholder as prescribed by law; (4) Other voting rights of Shareholder under the articles of incorporation of Shanghai Xinwan (including any other voting rights of Shareholder under revised and restated articles of incorporation); (5) Right to endorse any meeting minutes and resolutions of meeting of Shareholder or other legal documents; and (6) Right to submit documents to relevant business registration agency for filing and archiving as the proxy of the Shareholder. Shanghai Xinwan hereby irrevocably undertakes that it will, upon WFOE's written notification during the term of this Agreement and subject to the stipulations of Article 1.2 of this Agreement, sign a Power of Attorney to authorize ( , ID Card No.: , together with the above trustee collectively referred to as “Trustee”) to exercise the following rights (together with the above trusted rights collectively referred to as “Trusted Rights”) of it as shareholder of its subsidiary in line with the articles of incorporation of such subsidiary in force at the time: (1) Right to attend meeting of shareholder as the proxy of Shanghai Xinwan; (2) Right to make decisions as the proxy of Shanghai Xinwan on issues to be deliberated by Shanghai Xinwan (including but not limited to the designation and election of directions, general manager and other senior management of the subsidiary of Shanghai Xinwan); (3) Any voting rights of Shanghai Xinwan as the shareholder of its subsidiary as prescribed by law; (4) Other voting rights of shareholder under the articles of incorporation of the subsidiary of Shanghai Xinwan (including any other voting rights of shareholder under revised and restated articles of incorporation); (5) Right to endorse any meeting minutes and resolutions of meeting of shareholder or other legal documents; and (6) Right to submit documents to relevant business registration agency for filing and archiving as the proxy of Shanghai Xinwan. 1.2 The above-mentioned authorization and assignment are subject to the condition that the Trustee is a Chinese citizen and WFOE agrees the authorization and assignment. When and only when WFOE issues a written notice to the Shareholder requesting the dismissal and replacement of the Trustee shall the Shareholder immediately revokes the assignment of the current Trustee under this Agreement and entrust another Chinese citizen designated by WFOE at the time to exercise the Trusted Rights in accordance with the stipulations of this Agreement; the new authorization shall replace the original authorization immediately. Under no other circumstances shall the Shareholder revoke the authorization to the Trustee. 1.3 WFOE shall ensure the Trustee fulfills his/her trusted duties within the scope of authorization under this Agreement with due diligence and caution; the Shareholder shall acknowledge and be held liable for any legal consequence arising from the Trustee's exercise of the above-mentioned Trusted Rights. 1.4 The Shareholder hereby confirms that the Trustee does not have to consult the Shareholder before making decisions during his/her exercise of the above-mentioned Trusted Rights. WFOE shall nonetheless ensure that the Trustee will inform the Shareholder of any such decision in a timely manner once the decision is made.

Voting Proxy. ​ 1.1 The Shareholder hereby irrevocably undertakes that it will, upon WFOEXXXX's written notification during the term of this Agreement and subject to the stipulations of Article 1.2 of this Agreement, sign a Power of Attorney to authorize ( , ID Card No.: ) to exercise the following rights of it as Shareholder of Shanghai Xinwan in line with the articles of incorporation of Shanghai Xinwan in force at the time: (1) Right to attend meeting of Shareholder as the proxy of the Shareholder; (2) Right to make decisions as the proxy of the Shareholder on issues to be ​ ​ deliberated by the Shareholder (including but not limited to the designation and election of directions, general manager and other senior management of Shanghai XinwanXxxxxxxx Xxxxxx);; ​ (3) Any voting rights of the Shareholder as prescribed by law; (4) Other voting rights of Shareholder under the articles of incorporation of Shanghai Xinwan (including any other voting rights of Shareholder under revised and restated articles of incorporation); (5) Right to endorse any meeting minutes and resolutions of meeting of Shareholder or other legal documents; and (6) Right to submit documents to relevant business registration agency for filing and archiving as the proxy of the Shareholder. ​ Shanghai Xinwan hereby irrevocably undertakes that it will, upon WFOE's written notification during the term of this Agreement and subject to the stipulations of Article 1.2 of this Agreement, sign a Power of Attorney to authorize ( , ID Card No.: , together with the above trustee collectively referred to as “Trustee”) to exercise the following rights (together with the above trusted rights collectively referred to as “Trusted Rights”) of it as shareholder of its subsidiary in line with the articles of incorporation of such subsidiary in force at the time: (1) Right to attend meeting of shareholder as the proxy of Shanghai Xinwan;; ​ (2) Right to make decisions as the proxy of Shanghai Xinwan on issues to be deliberated by Shanghai Xinwan (including but not limited to the designation and election of directions, general manager and other senior management of the subsidiary of Shanghai Xinwan); (3) Any voting rights of Shanghai Xinwan as the shareholder of its subsidiary as prescribed by law;; ​ (4) Other voting rights of shareholder under the articles of incorporation of the subsidiary of Shanghai Xinwan (including any other voting rights of shareholder under revised and restated articles of incorporation); (5) Right to endorse any meeting minutes and resolutions of meeting of shareholder or other legal documents; and (6) Right to submit documents to relevant business registration agency for filing and archiving as the proxy of Shanghai Xinwan. 1.2 The above-mentioned authorization and assignment are subject to the condition that the Trustee is a Chinese citizen and WFOE XXXX agrees the authorization and assignment. ​ ​ When and only when WFOE issues a written notice to the Shareholder requesting the dismissal and replacement of the Trustee shall the Shareholder immediately revokes the assignment of the current Trustee under this Agreement and entrust another Chinese citizen designated by WFOE at the time to exercise the Trusted Rights in accordance with the stipulations of this Agreement; the new authorization shall replace the original authorization immediately. Under no other circumstances shall the Shareholder revoke the authorization to the Trustee. 1.3 WFOE shall ensure the Trustee fulfills his/her trusted duties within the scope of authorization under this Agreement with due diligence and caution; the Shareholder shall acknowledge and be held liable for any legal consequence arising from the Trustee's exercise of the above-mentioned Trusted Rights.. ​ 1.4 The Shareholder hereby confirms that the Trustee does not have to consult the Shareholder before making decisions during his/her exercise of the above-mentioned Trusted Rights. WFOE shall nonetheless ensure that the Trustee will inform the Shareholder of any such decision in a timely manner once the decision is made.. ​

Voting Proxy. 1.1 The Shareholder hereby irrevocably undertakes that it will, upon WFOE's written notification during the term of this Agreement and subject to the stipulations of Article 1.2 of this Agreement, sign a Power of Attorney to authorize ( , ID Card No.: ) to exercise the following rights of it as Shareholder of GDS Shanghai Xinwan in line with the articles of incorporation of GDS Shanghai Xinwan in force at the time: (1) Right to attend meeting of Shareholder as the proxy of the Shareholder; (2) Right to make decisions as the proxy of the Shareholder on issues to be deliberated by the Shareholder (including but not limited to the designation and election of directions, general manager and other senior management of Shanghai XinwanGDS Shanghai); (3) Any voting rights of the Shareholder as prescribed by law; (4) Other voting rights of Shareholder under the articles of incorporation of GDS Shanghai Xinwan (including any other voting rights of Shareholder under revised and restated articles of incorporation); (5) Right to endorse any meeting minutes and resolutions of meeting of Shareholder or other legal documents; and (6) Right to submit documents to relevant business registration agency for filing and archiving as the proxy of the Shareholder. GDS Shanghai Xinwan hereby irrevocably undertakes that it will, upon WFOE's written notification during the term of this Agreement and subject to the stipulations of Article 1.2 of this Agreement, sign a Power of Attorney to authorize ( , ID Card No.: , together with the above trustee collectively referred to as “Trustee”) to exercise the following rights (together with the above trusted rights collectively referred to as “Trusted Rights”) of it as shareholder of its subsidiary in line with the articles of incorporation of such subsidiary in force at the time: (1) Right to attend meeting of shareholder as the proxy of Shanghai XinwanGDS Shanghai; (2) Right to make decisions as the proxy of GDS Shanghai Xinwan on issues to be deliberated by GDS Shanghai Xinwan (including but not limited to the designation and election of directions, general manager and other senior management of the subsidiary of Shanghai XinwanGDS Shanghai); (3) Any voting rights of GDS Shanghai Xinwan as the shareholder of its subsidiary as prescribed by law; (4) Other voting rights of shareholder under the articles of incorporation of the subsidiary of GDS Shanghai Xinwan (including any other voting rights of shareholder under revised and restated articles of incorporation); (5) Right to endorse any meeting minutes and resolutions of meeting of shareholder or other legal documents; and (6) Right to submit documents to relevant business registration agency for filing and archiving as the proxy of Shanghai XinwanGDS Shanghai. 1.2 The above-mentioned authorization and assignment are subject to the condition that the Trustee is a Chinese citizen and WFOE agrees the authorization and assignment. When and only when WFOE issues a written notice to the Shareholder requesting the dismissal and replacement of the Trustee shall the Shareholder immediately revokes the assignment of the current Trustee under this Agreement and entrust another Chinese citizen designated by WFOE at the time to exercise the Trusted Rights in accordance with the stipulations of this Agreement; the new authorization shall replace the original authorization immediately. Under no other circumstances shall the Shareholder revoke the authorization to the Trustee. 1.3 WFOE shall ensure the Trustee fulfills his/her trusted duties within the scope of authorization under this Agreement with due diligence and caution; the Shareholder shall acknowledge and be held liable for any legal consequence arising from the Trustee's exercise of the above-mentioned Trusted Rights. 1.4 The Shareholder hereby confirms that the Trustee does not have to consult the Shareholder before making decisions during his/her exercise of the above-mentioned Trusted Rights. WFOE shall nonetheless ensure that the Trustee will inform the Shareholder of any such decision in a timely manner once the decision is made.