Common use of Voting Right Delegation Clause in Contracts

Voting Right Delegation. 1.1 The Shareholders hereby irrevocably undertake to respectively sign a power of attorney in substance and form as set forth in Annex 1 hereof after the signing of this Agreement, to respectively entrust the individuals then designated by the WFOE (hereinafter, the “Entrusted Persons”) to exercise, on behalf of each of the Shareholders, the following rights that the Shareholders are entitled to in the capacity of shareholders of the Company under the then effective articles of association of the Company (collectively, the “Entrusted Rights”): (1) To propose to convene and attend Shareholders’ meetings of the Company as the representative of each of the Shareholders according to the articles of association of the Company; (2) To exercise, on behalf of each of the Shareholders, their voting rights on all matters requiring discussion or resolutions of the Shareholders’ meetings of the Company, including without limitation, the appointment and election of the Company’s directors and other senior management to be appointed and removed by the Shareholders; (3) To exercise other voting rights of the Shareholder as specified in the articles of association of the Company (including any other shareholder voting rights as specified in the amended articles of association). The above authorization and entrustment are granted on the condition that the Entrusted Persons are PRC citizens and that the WFOE approves such authorization and entrustment. Upon and only upon written notice of dismissing and replacing the Entrusted Person(s) given by the WFOE to each of the Shareholders shall the Shareholder promptly entrust another PRC citizen then designated by the WFOE to exercise the above Entrusted Rights, and the new authorization and entrustment shall, upon the grant supersede the previous authorization and entrustment. The Shareholders shall not revoke the authorization and entrustment to the Entrusted Person(s) unless as provided in this Article. 1.2 The Entrusted Persons shall perform their obligations in respect of the entrustment hereunder to the extent authorized hereunder with due care and diligence and in compliance with laws. The Shareholders acknowledge and shall assume liabilities for any legal consequences arising as a result of the Entrusted Persons’ exercise of the foregoing Entrusted Rights. 1.3 The Shareholders hereby confirm that the Entrusted Persons are not required to seek opinions from the relevant Shareholder prior to their exercise of the foregoing Entrusted Rights. However, the Entrusted Persons shall inform the Shareholders in a timely manner of any resolution or proposal on convening an interim shareholders’ meeting after such resolution or proposal is made.

Voting Right Delegation. 1.1 The Each of the Shareholders hereby irrevocably undertake undertakes to respectively sign execute a power of attorney in substance and form as set forth in Annex 1 hereof after II of this Agreement subsequent to the signing execution of this Agreement, to respectively entrust authorize the individuals individual then designated by the WFOE (hereinafter, the “Entrusted PersonsProxy”) to exercise, on behalf of each of the Shareholdersits behalf, the following rights that the Shareholders are it is entitled to in the capacity of shareholders as a shareholder of the Company under pursuant to the then effective articles of association of the Company then in effect (collectively, the “Entrusted Proxy Rights”): (1) To to propose the convening of and to convene and attend Shareholdersshareholders’ meetings of the Company as the representative of each proxy of the Shareholders according to in accordance with the articles of association of the Company; (2) To to exercise, on behalf of each of the Shareholders, their voting the rights to vote on all matters requiring discussion or resolutions of the Shareholderswhich are required to be discussed and resolved at shareholders’ meetings of the Company, including without limitation, the appointment and election of the Company’s directors and other senior management to be appointed and removed by the Shareholders, and sale or transfer of all or part of the shares held by the Shareholders in the Company; (3) To exercise other voting rights of the Shareholder as specified in Shareholders provided under the articles of association of the Company (including any other shareholder voting rights Company, as specified in the amended articles of association)from time to time. The above authorization and entrustment appointment are granted on subject to the condition that the Entrusted Persons are Proxy shall be a national of the PRC citizens and that the WFOE approves shall approve such authorization and entrustmentappointment. Upon and only upon No appointment or authorization of the Proxy(ies) shall be revoked by any Shareholder unless the WFOE gives written notice to the Shareholders of dismissing the removal and replacing replacement of the Entrusted Person(sProxy(ies) given by the WFOE to each of upon which the Shareholders shall the Shareholder promptly entrust another immediately appoint such other PRC citizen national(s) then designated by the WFOE to exercise the above Entrusted Proxy Rights, and the such new authorization and entrustment shall, upon the grant appointment so made shall supersede the previous authorization and entrustment. The Shareholders shall not revoke the authorization and entrustment to the Entrusted Person(s) unless as provided in this Articleappointment. 1.2 The Entrusted Persons shall perform their obligations in respect of the entrustment hereunder to the extent authorized hereunder Proxy will, with due care and diligence and in compliance with laws. The , perform its obligations in respect of the appointment within the scope of authorization, and the Shareholders hereby acknowledge and shall assume liabilities agree to be responsible for any legal consequences arising as a result of from the Entrusted Persons’ exercise of the foregoing Entrusted Rightsabovementioned Proxy Rights by the Proxy. 1.3 The Shareholders hereby confirm acknowledge that the Entrusted Persons are Proxy is not required to seek opinions from consult with the relevant Shareholder prior to their exercise of Shareholders in exercising the foregoing Entrusted abovementioned Proxy Rights. However, provided that the Entrusted Persons Proxy shall promptly inform the Shareholders in once a timely manner of any resolution has been passed or proposal on for convening an interim shareholders’ meeting after such resolution or proposal is has been made.

Voting Right Delegation. 1.1 The Shareholders hereby irrevocably undertake to respectively sign a power of attorney in substance and form as set forth in Annex 1 hereof after the signing of this AgreementAgreement takes effect, to respectively entrust the individuals then designated by the WFOE (hereinafter, the “Entrusted Persons”) to exercise, on behalf of each of the Shareholders, the following rights that the Shareholders are entitled to in the capacity of shareholders of the Company under the then effective articles of association of the Company (collectively, the “Entrusted Rights”): (1) To propose to convene and attend Shareholders’ meetings of the Company as the representative of each of the Shareholders according to the articles of association of the Company; (2) To exercise, on behalf of each of the Shareholders, their voting rights on all matters requiring discussion or resolutions of the Shareholders’ meetings of the Company, including without limitation, the appointment and election of the Company’s directors and other senior management to be appointed and removed by the Shareholders; (3) To exercise other voting rights of the Shareholder as specified in the articles of association of the Company (including any other shareholder voting rights as specified in the amended articles of association). The above authorization and entrustment are granted on the condition that the Entrusted Persons are PRC citizens and that the WFOE approves such authorization and entrustment. Upon and only upon written notice of dismissing and replacing the Entrusted Person(s) given by the WFOE to each of the Shareholders shall the Shareholder promptly entrust another PRC citizen then designated by the WFOE to exercise the above Entrusted Rights, and the new authorization and entrustment shall, upon the grant supersede the previous authorization and entrustment. The Shareholders shall not revoke the authorization and entrustment to the Entrusted Person(s) unless as provided in this Article. 1.2 The Entrusted Persons shall perform their obligations in respect of the entrustment hereunder to the extent authorized hereunder with due care and diligence and in compliance with laws. The Shareholders acknowledge and shall assume liabilities for any legal consequences arising as a result of the Entrusted Persons’ exercise of the foregoing Entrusted Rights. 1.3 The Shareholders hereby confirm that the Entrusted Persons are not required to seek opinions from the relevant Shareholder prior to their exercise of the foregoing Entrusted Rights. However, the Entrusted Persons shall inform the Shareholders in a timely manner of any resolution or proposal on convening an interim shareholders’ meeting after such resolution or proposal is made.

Voting Right Delegation. 1.1 The Shareholders hereby irrevocably undertake to respectively sign a power of attorney in substance and form as set forth in Annex 1 2 hereof after the signing of this Agreement, to respectively entrust the individuals individual then designated by the WFOE (hereinafter, the “Entrusted PersonsProxy”) to exercise, on behalf of each of the Shareholders, the following rights that the Shareholders are entitled to in the capacity of shareholders of the Company under the then effective articles of association of the Company (collectively, the “Entrusted Proxy Rights”): (1) To propose to convene and attend Shareholders’ meetings of the Company as the representative of each of the Shareholders according in accordance to the articles of association of the Company; (2) To exercise the voting rights and all the other rights of the Shareholders as specified in the PRC laws and the articles of association of the Company, including without limitation, the sale, transfer, pledge or disposal of its shares or the Company’s assets in whole or in part; (3) To exercise, on behalf of each of the Shareholders, their voting rights on all matters requiring discussion or resolutions of the Shareholders’ meetings of the Company, including without limitation, the appointment and election of the Company’s directors and other senior management to be appointed and removed by the Shareholders’ meeting; (34) To exercise exercise, as an agent of the Shareholders, other voting rights of the Shareholder as specified shareholders set forth in the articles of association of the Company (including Company, as amended from time to time. The WFOE or the Proxy may execute the transfer documents and any other relevant documents necessary for the Shareholders to perform their obligations under the Equity Pledge Agreement and the Exclusive Option Agreement entered into on the same day as the date of the power of attorney, within the scope of authorization and on behalf of the Shareholders, and timely perform any other obligation thereunder. Any action taken or any document executed by the WFOE or the Proxy relating to the Company shall be deemed as an action taken or a document executed by the Shareholders themselves. The Shareholders hereby recognize, acknowledge and approve any action taken and document executed by the WFOE or the Proxy. The Proxy may sub-delegate their Proxy Rights and may entrust other persons or entities with any of the abovementioned matters without first sending a notice to or obtaining the consent of the Shareholders. The power of attorney shall be irrevocable and remain valid upon the date of its execution for so long as the Shareholder remain as a shareholder voting of the Company. Throughout the term of the power of attorney, the Shareholders hereby waive all the rights as specified in relating to their shares already authorized to the amended articles Proxy through the power of association)attorney and shall cease to exercise such rights on their own. The above authorization and entrustment are granted on the condition that the Entrusted Persons are Proxy is a PRC citizens citizen and that the WFOE approves such authorization and entrustment. Upon and only upon written notice of dismissing and or replacing the Entrusted Person(sProxy(ies) given by the WFOE to each of the Shareholders shall the Shareholder promptly entrust another PRC citizen then designated by the WFOE to exercise the above Entrusted Proxy Rights, and the new authorization and entrustment shall, upon the grant grant, supersede the previous authorization and entrustment. The Shareholders shall not revoke the authorization and entrustment to the Entrusted Person(sProxy(ies) unless as provided in this Article. 1.2 The Entrusted Persons WFOE shall cause the Proxy to perform their its obligations in respect of the entrustment hereunder to the extent authorized hereunder with due care and diligence and in compliance with laws. The Shareholders acknowledge and shall assume liabilities for any legal consequences arising as a result of the Entrusted Persons’ Proxy’s exercise of the foregoing Entrusted Proxy Rights. 1.3 The Shareholders hereby confirm that the Entrusted Persons are Proxy is not required to seek opinions from the relevant Shareholder prior to their exercise of the foregoing Entrusted Proxy Rights. However, the Entrusted Persons Proxy shall inform the Shareholders in a timely manner of any resolution or proposal on convening an interim shareholders’ meeting after such resolution or proposal is made. 1.4 All the Shareholders acknowledge and agree that they shall, at the Shareholders’ meeting held for election of the Board directors of the Company, (i) vote for the candidate recommended or appointed by Beijng Wudao Technology Investment Management Co., Ltd. and make sure such candidate will be elected as a director; and (ii) vote for the candidate jointly recommended or appointed by Beijing Sequoia Xinyuan Equity Investment Center (L.P.) and Tianjin Sequoia Juye Equity Investment Centre (L.P.) and make sure such candidate will be elected as a director. The Proxy hereby agrees that he as the agent of the Shareholders shall, at the Shareholders’ meeting held for election of the Board directors of the Company, (i) vote for the candidate recommended or appointed by Beijng Wudao Technology Investment Management Co., Ltd. and make sure such candidate will be elected as a director; and (ii) vote for the candidate jointly recommended or appointed by Beijing Sequoia Xinyuan Equity Investment Center (L.P.) and Tianjin Sequoia Juye Equity Investment Centre (L.P.) and make sure such candidate will be elected as a director.

Voting Right Delegation. 1.1 The Existing Shareholders hereby irrevocably undertake to respectively sign a power of attorney in substance and form as set forth in Annex 1 hereof after the signing of this Agreement, to respectively entrust the individuals then designated by the WFOE (hereinafter, the “Entrusted Persons”) to exercise, on behalf of each of the Existing Shareholders, the following rights that the Existing Shareholders are entitled to in the capacity of shareholders Existing Shareholders of the Company under the then effective articles of association of the Company (collectively, the “Entrusted Rights”): (1) To propose to convene and attend Existing Shareholders’ meetings of the Company as the representative of each of the Existing Shareholders according to the articles of association of the Company; (2) To exercise, on behalf of each of the Existing Shareholders, their voting rights on all matters requiring discussion or resolutions of the Existing Shareholders’ meetings of the Company, including without limitation, the appointment and election of the Company’s directors and other senior management to be appointed and removed by the Existing Shareholders; (3) To exercise other voting rights of the Existing Shareholder as specified in the articles of association of the Company (including any other shareholder Existing Shareholder voting rights as specified in the amended articles of association). The above authorization and entrustment are granted on the condition that the Entrusted Persons are PRC citizens and that the WFOE approves such authorization and entrustment. Upon and only upon written notice of dismissing and replacing the Entrusted Person(s) given by the WFOE to each of the Existing Shareholders shall the Existing Shareholder promptly entrust another PRC citizen then designated by the WFOE to exercise the above Entrusted Rights, and the new authorization and entrustment shall, upon the grant supersede the previous authorization and entrustment. The Existing Shareholders shall not revoke the authorization and entrustment to the Entrusted Person(s) unless as provided in this Article. 1.2 The Entrusted Persons shall perform their obligations in respect of the entrustment hereunder to the extent authorized hereunder with due care and diligence and in compliance with laws. The Existing Shareholders acknowledge and shall assume liabilities for any legal consequences arising as a result of the Entrusted Persons’ exercise of the foregoing Entrusted Rights. 1.3 The Existing Shareholders hereby confirm that the Entrusted Persons are not required to seek opinions from the relevant Existing Shareholder prior to their exercise of the foregoing Entrusted Rights. However, the Entrusted Persons shall inform the Existing Shareholders in a timely manner of any resolution or proposal on convening an interim shareholdersExisting Shareholders’ meeting after such resolution or proposal is made.

Voting Right Delegation. 1.1 The Shareholders hereby irrevocably undertake to respectively sign a power of attorney in substance and form as set forth in Annex 1 hereof after the signing execution of this Agreement, to respectively entrust the individuals then designated by the WFOE (hereinafter, the “Entrusted Persons”) to exercise, on behalf of each of the Shareholders, the following rights that the Shareholders are entitled to in the capacity of shareholders of the Company under the then effective articles of association of the Company (collectively, the “Entrusted Rights”): (1) To propose to convene and attend Shareholders’ meetings of the Company as the representative of each of the Shareholders according to the articles of association of the Company; (2) To exercise, on behalf of each of the Shareholders, their voting rights on all matters requiring discussion or resolutions of the Shareholders’ meetings of the Company, including without limitation, the appointment and election of the Company’s directors and other senior management officers to be appointed and removed by the Shareholders; (3) To exercise other voting rights of the Shareholder shareholder as specified in the articles of association of the Company (including any other shareholder voting rights as specified in the amended articles of association). The above authorization and entrustment are granted on the condition that the Entrusted Persons are PRC citizens and that the WFOE approves such authorization and entrustment. Upon and only upon written notice of dismissing and replacing the Entrusted Person(s) given by the WFOE to each of the Shareholders shall the Shareholder promptly entrust another PRC citizen then designated by the WFOE to exercise the above Entrusted Rights, and the new authorization and entrustment shall, upon the grant supersede the previous authorization and entrustment. The Shareholders shall not revoke the authorization and entrustment to the Entrusted Person(s) unless as provided in this Article. 1.2 The Entrusted Persons shall perform their obligations in respect of the entrustment hereunder to the extent authorized hereunder with due care and diligence and in compliance with laws. The Shareholders acknowledge and shall assume liabilities for any legal consequences arising as a result of the Entrusted Persons’ exercise of the foregoing Entrusted Rights. 1.3 The Shareholders hereby confirm that the Entrusted Persons are not required to seek opinions from the relevant Shareholder prior to their exercise of the foregoing Entrusted Rights. However, the Entrusted Persons shall inform the Shareholders in a timely manner of any resolution or proposal on convening an interim shareholders’ meeting after such resolution or proposal is made.

Voting Right Delegation. 1.1 The Each of the Shareholders hereby irrevocably undertake undertakes to respectively sign execute a power of attorney in substance and form as set forth in Annex 1 hereof after II of this Agreement subsequent to the signing execution of this Agreement, to respectively entrust authorize the individuals individual then designated by the WFOE (hereinafter, the “Entrusted PersonsProxy”) to exercise, on behalf of each of the Shareholdersits behalf, the following rights that the Shareholders are it is entitled to in the capacity of shareholders as a shareholder of the Company under pursuant to the then effective articles of association of the Company then in effect (collectively, the “Entrusted Proxy Rights”): (1) To to propose the convening of and to convene and attend Shareholdersshareholders’ meetings of the Company as the representative of each proxy of the Shareholders according to in accordance with the articles of association of the Company; (2) To to exercise, on behalf of each of the Shareholders, their voting the rights to vote on all matters requiring discussion or resolutions of the Shareholderswhich are required to be discussed and resolved at shareholders’ meetings of the Company, including without limitation, the appointment and election of the Company’s directors and other senior management to be appointed and removed by the Shareholders, and sale, transfer or otherwise disposal of all or part of the shares held by the Shareholders in the Company; (3) To exercise other voting rights of the Shareholder as specified in Shareholders provided under the articles of association of the Company (including any other shareholder voting rights Company, as specified in the amended articles of association)from time to time. The above authorization and entrustment appointment are granted on subject to the condition that the Entrusted Persons are Proxy shall be a national of the PRC citizens and that the WFOE approves shall approve such authorization and entrustmentappointment. Upon and only upon No appointment or authorization of the Proxy(ies) shall be revoked by any Shareholder unless the WFOE gives written notice to the Shareholders of dismissing the removal and replacing replacement of the Entrusted Person(sProxy(ies) given by the WFOE to each of upon which the Shareholders shall the Shareholder promptly entrust another immediately appoint such other PRC citizen national(s) then designated by the WFOE to exercise the above Entrusted Proxy Rights, and the such new authorization and entrustment shall, upon the grant appointment so made shall supersede the previous authorization and entrustment. The Shareholders shall not revoke the authorization and entrustment to the Entrusted Person(s) unless as provided in this Articleappointment. 1.2 The Entrusted Persons shall perform their obligations in respect of the entrustment hereunder to the extent authorized hereunder Proxy will, with due care and diligence and in compliance with laws. The , perform its obligations in respect of the appointment within the scope of authorization, and the Shareholders hereby acknowledge and shall assume liabilities agree to be responsible for any legal consequences arising as a result of from the Entrusted Persons’ exercise of the foregoing Entrusted Rightsabovementioned Proxy Rights by the Proxy. 1.3 The Shareholders hereby confirm acknowledge that the Entrusted Persons are Proxy is not required to seek opinions from consult with the relevant Shareholder prior to their exercise of Shareholders in exercising the foregoing Entrusted abovementioned Proxy Rights. However, provided that the Entrusted Persons Proxy shall promptly inform the Shareholders in once a timely manner of any resolution has been passed or proposal on for convening an interim shareholders’ meeting after such resolution or proposal is has been made.

Voting Right Delegation. 1.1 The Each of the Shareholders hereby irrevocably undertake undertakes to respectively sign execute a power of attorney in substance and form as set forth in Annex 1 hereof after II of this Agreement subsequent to the signing execution of this Agreement, to respectively entrust authorize the individuals individual then designated by the WFOE (hereinafter, the “Entrusted PersonsProxy”) to exercise, on behalf of each of the Shareholdersits behalf, the following rights that the Shareholders are it is entitled to in the capacity of shareholders as a shareholder of the Company under pursuant to the then effective articles of association of the Company then in effect (collectively, the “Entrusted Proxy Rights”): (1) To to propose the convening of and to convene and attend Shareholdersshareholders’ meetings of the Company as the representative of each proxy of the Shareholders according to in accordance with the articles of association of the Company; (2) To to exercise, on behalf of each of the Shareholders, their voting the rights to vote on all matters requiring discussion or resolutions of the Shareholderswhich are required to be discussed and resolved at shareholders’ meetings of the Company, including without limitation, the appointment and election of the Company’s directors and other senior management to be appointed and removed by the Shareholders, and sale, transfer, pledge or other dispositions of all or part of the shares held by the Shareholders in the Company; (3) To exercise other voting rights of the Shareholder as specified in Shareholders provided under the articles of association of the Company (including any other shareholder voting rights Company, as specified in the amended articles of association)from time to time. The above authorization and entrustment appointment are granted on subject to the condition that the Entrusted Persons are Proxy shall be a national of the PRC citizens and that the WFOE approves shall approve such authorization and entrustmentappointment. Upon and only upon No appointment or authorization of the Proxy(ies) shall be revoked by any Shareholder unless the WFOE gives written notice to the Shareholders of dismissing the removal and replacing replacement of the Entrusted Person(sProxy(ies) given by the WFOE to each of upon which the Shareholders shall the Shareholder promptly entrust another immediately appoint such other PRC citizen national(s) then designated by the WFOE to exercise the above Entrusted Proxy Rights, and the such new authorization and entrustment shall, upon the grant appointment so made shall supersede the previous authorization and entrustment. The Shareholders shall not revoke the authorization and entrustment to the Entrusted Person(s) unless as provided in this Articleappointment. 1.2 The Entrusted Persons shall perform their obligations in respect of the entrustment hereunder to the extent authorized hereunder Proxy will, with due care and diligence and in compliance with laws. The , perform its obligations in respect of the appointment within the scope of authorization, and the Shareholders hereby acknowledge and shall assume liabilities agree to be responsible for any legal consequences arising as a result of from the Entrusted Persons’ exercise of the foregoing Entrusted Rightsabovementioned Proxy Rights by the Proxy. 1.3 The Shareholders hereby confirm acknowledge that the Entrusted Persons are Proxy is not required to seek opinions from consult with the relevant Shareholder prior to their exercise of Shareholders in exercising the foregoing Entrusted abovementioned Proxy Rights. However, provided that the Entrusted Persons Proxy shall promptly inform the Shareholders in once a timely manner of any resolution has been passed or proposal on for convening an interim shareholders’ meeting after such resolution or proposal is has been made. 1.4 Each of the Shareholders hereby irrevocably undertakes that it shall not exercise the abovementioned Proxy Rights by itself without the prior written consent of the WFOE during the effective term of this Agreement.

Voting Right Delegation. 1.1 The Shareholders hereby irrevocably undertake to respectively sign a power of attorney in substance and form as set forth in Annex 1 hereof after the signing of this AgreementAgreement takes effect, to respectively entrust the individuals then designated by the WFOE [E-House Entity] (hereinafter, the “Entrusted Persons”) to exercise, on behalf of each of the Shareholders, the following rights that the Shareholders are entitled to in the capacity of shareholders of the Company under the then effective articles of association of the Company (collectively, the “Entrusted Rights”): (1) To propose to convene and attend Shareholders’ meetings of the Company as the representative of each of the Shareholders according to the articles of association of the Company; (2) To exercise, on behalf of each of the Shareholders, their voting rights on all matters requiring discussion or resolutions of the Shareholders’ meetings of the Company, including without limitation, the appointment and election of the Company’s directors and other senior management to be appointed and removed by the Shareholders; (3) To exercise other voting rights of the Shareholder as specified in the articles of association of the Company (including any other shareholder voting rights as specified in the amended articles of association). The above authorization and entrustment are granted on the condition that the Entrusted Persons are PRC citizens and that the WFOE [E-House Entity] approves such authorization and entrustment. Upon and only upon written notice of dismissing and replacing the Entrusted Person(s) given by the WFOE [E-House Entity] to each of the Shareholders shall the Shareholder promptly entrust another PRC citizen then designated by the WFOE [E-House Entity] to exercise the above Entrusted Rights, and the new authorization and entrustment shall, upon the grant supersede the previous authorization and entrustment. The Shareholders shall not revoke the authorization and entrustment to the Entrusted Person(s) unless as provided in this Article. 1.2 The Entrusted Persons shall perform their obligations in respect of the entrustment hereunder to the extent authorized hereunder with due care and diligence and in compliance with laws. The Shareholders acknowledge and shall assume liabilities for any legal consequences arising as a result of the Entrusted Persons’ exercise of the foregoing Entrusted Rights. 1.3 The Shareholders hereby confirm that the Entrusted Persons are not required to seek opinions from the relevant Shareholder prior to their exercise of the foregoing Entrusted Rights. However, the Entrusted Persons shall inform the Shareholders in a timely manner of any resolution or proposal on convening an interim shareholders’ meeting after such resolution or proposal is made.