Voting Right Entrustment Clause Samples
Voting Right Entrustment. 1.1 The Shareholder hereby irrevocably undertakes to sign a power of attorney in the form and substance as set forth in Annex 1 after execution of this Agreement to entrust the individual designated by WFOE (hereinafter, the “Entrusted Person”) to exercise on their respective behalf the following rights they, as the shareholder of the Company, are entitled to under the then effective articles of association of the Company (collectively, the “Entrusted Rights”):
(1) Proposing to convene and attending shareholders’ meetings of the Company as the representative of the Shareholder according to the articles of association of the Company;
(2) On behalf of the Shareholder, exercising voting rights on all the issues needing to be discussed and resolved by the shareholders’ meetings of the Company, including but not limited to the appointment of the Company’s directors and other officers needing to be appointed and removed by shareholders;
(3) Other voting rights of shareholder as provided by the laws and regulations of PRC (including their amendments, changes, additions and re-enactments, regardless of the time of their effectiveness before or after the execution of this Agreement);
(4) Exercise other shareholder voting rights 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 subject to the status of the Entrusted Person as a PRC citizen and the approval by WFOE. Upon and only upon written notice of dismissing and replacing the Entrusted Person (s) given by WFOE to the Shareholder, the Shareholder shall promptly entrust another PRC citizen then designated by WFOE to exercise the above Entrusted Rights, and once new entrustment is made, the original entrustment shall be replaced. The Shareholder shall not cancel the authorization and entrustment for the Entrusted Person (s) otherwise.
1.2 The Entrusted Person shall perform the fiduciary obligations within the scope of authorization with due care and diligence and in compliance with laws. The Shareholder acknowledges and assumes relevant liabilities for any legal consequences of the Entrusted Person’s exercise of the foregoing Entrusted Rights.
1.3 The Shareholder hereby acknowledges that the Entrusted Person is not required to seek advice from the Shareholder prior to the exercise of the foregoing Entrusted Rights. However, the Entrusted Person shall infor...
Voting Right Entrustment. 1. The Existing Shareholders hereby irrevocably undertake to respectively execute a proxy letter substantially in the form and substance of the annex hereto upon execution of this Agreement whereby they shall each authorize Beijing Melo Technology Co., Ltd. (the “Trustee”) to exercise, on their behalf, the following rights available to them in their capacity as shareholders of Beijing Weixue Tianxia Education Technology Co., Ltd. under the then-effective articles of association of Beijing Weixue Tianxia Education Technology Co., Ltd. (collectively, “Entrusted Rights”):
(1) Proposing the convening of and attending shareholders’ meetings of Beijing Weixue Tianxia Education Technology Co., Ltd. pursuant to the company’s articles of association as proxy of the Existing Shareholders;
(2) Exercising voting rights on behalf of the Existing Shareholders on all issues required to be discussed and resolved by the shareholders’ meeting, including but not limited to sale, transfer, pledge or disposal of all or part of the equity held by Party B in Party C, appointment and election of directors and other senior executives to be appointed and removed by shareholders;
(3) Other shareholder voting rights under the articles of association of Beijing Weixue Tianxia Education Technology Co., Ltd. (including other shareholder voting rights as provided in such articles of association as amended). The precondition of the above authorization and entrustment is that Beijing Melo Technology Co., Ltd. consents to such authorization and entrustment. When and only when a written notice is issued by Beijing Melo Technology Co., Ltd. to the Existing Shareholders with respect to the removal of the Trustee, the Existing Shareholders shall immediately entrust any other trustee then designated by Beijing Melo Technology Co., Ltd. to exercise the Entrusted Rights, the new Power of Attorney shall supersede the previous one once it is executed; except for the above circumstances, the Existing Shareholders shall not revoke the authorization and entrustment to the Trustee. Beijing Melo Technology Co., Ltd. reserves the right, at its sole discretion, to delegate or transfer any of its rights relating to the above matters to any other person or entity without prior notice to or prior consent of the Existing Shareholders.
2. Within the scope of authorization hereunder, the Trustee shall perform the entrusted duties lawfully with diligence and duty of care; the Existing Shareholders shall acknowled...