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 inform the Shareholder in a timely manner of any resolution or any proposal on convening interim shareholders’ meeting after such resolution or proposal is made.
Appears in 4 contracts
Samples: Shareholder Voting Rights Proxy Agreement (YY Inc.), Shareholder Voting Rights Proxy Agreement (JOYY Inc.), Shareholder Voting Rights Proxy Agreement (JOYY Inc.)
Voting Right Entrustment. 1.1 The Shareholder Shareholders hereby irrevocably undertakes undertake 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 shareholders 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 Shareholders according to the articles of association of the Company;
(2) On behalf of the ShareholderShareholders, 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).
(4) When the equity held by each Shareholder in the Company is transferred pursuant to the Exclusive Call Option Agreement, sign relevant equity transfer agreement and other related documents and handle the government examination, approval, registration and filing formalities required for such transfer on behalf of such shareholder. 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 ShareholderShareholders, the Shareholder Shareholders 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 Shareholders 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 Shareholders acknowledge and assumes assume relevant liabilities for any legal consequences of the Entrusted Person’s exercise of the foregoing Entrusted Rights.
1.3 The Shareholder Shareholders hereby acknowledges acknowledge that the Entrusted Person is not required to seek advice from the Shareholder Shareholders prior to the exercise of the foregoing Entrusted Rights. However, the Entrusted Person shall inform the Shareholder Shareholders in a timely manner of any resolution or any proposal on convening interim shareholders’ meeting after such resolution or proposal is made.
Appears in 3 contracts
Samples: Proxy Agreement (LAIX Inc.), Proxy Agreement (LAIX Inc.), Proxy Agreement (LingoChamp Inc.)
Voting Right Entrustment. 1.1 The Shareholder Shareholders hereby irrevocably undertakes to sign undertake that they shall execute a power Power of attorney in Attorney upon the form and substance as set forth in Annex 1 after execution of this Agreement to entrust Agreement, entrusting the individual then designated by the WFOE (hereinafter, the “Entrusted PersonAgent”) to exercise on their respective behalf the following rights they, as the shareholder of the Company, are entitled to under them pursuant to the then then-effective articles of association of the Company (collectively, collectively the “Entrusted Rights”):
(1) Proposing to convene and attending Attending shareholders’ meetings of the Company as the representative proxy of the Shareholder according to the articles of association of the CompanyShareholder;
(2) On Exercising voting rights on behalf of the Shareholder, exercising voting rights Shareholders on all issues (including but not limited to appointment and election of the issues needing directors, general manager and other senior management of the Company) required 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 shareholdersmeeting;
(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);Proposing to convene interim shareholders’ meetings; and
(4) Exercise other Other shareholder voting rights as specified in under the articles of association of the Company (including any such other shareholder voting rights as specified in the amended provided after amendment to such articles of association). .
1.2 The precondition of the above authorization and entrustment are granted subject to is that the status of the Entrusted Person as Agent is a PRC citizen and the approval by WFOEWFOE consents to such authorization and entrustment. Upon When and only upon when a written notice of dismissing and replacing is issued by the Entrusted Person (s) given by WFOE to the ShareholderShareholders with respect to the removal of the Agent, the Shareholder Shareholders shall promptly immediately revoke the entrustment of the existing Agent hereunder, and entrust another any other PRC citizen then designated by the WFOE to exercise the Entrusted Rights in accordance with this Agreement; the new Power of Attorney shall supersede the previous one once it is executed. Except for the above Entrusted Rights, and once new entrustment is madecircumstances, the original entrustment shall be replaced. The Shareholder Shareholders shall not cancel revoke the authorization and entrustment for to the Entrusted Person (s) otherwiseAgent.
1.2 1.3 The Entrusted Person Agent shall perform the fiduciary entrusted obligations lawfully with diligence and duty of care within the authorization scope of authorization with due care hereunder and diligence and in compliance with lawsshall be liable to the WFOE. The Shareholder acknowledges Shareholders shall acknowledge and assumes relevant liabilities for be liable to any legal consequences of arising from the Entrusted PersonAgent’s exercise of the foregoing aforesaid Entrusted Rights.
1.3 1.4 The Shareholder Shareholders hereby acknowledges acknowledge that in exercising the aforesaid Entrusted Person Rights, the Agent is not required to seek advice from the Shareholder prior to the exercise opinions of the foregoing Entrusted RightsShareholders. However, the Entrusted Person Agent shall inform the Shareholder Shareholders in a timely manner of any resolution or any proposal on convening an interim shareholders’ meeting after such resolution or proposal is made.
Appears in 3 contracts
Samples: Proxy Agreement (Tudou Holdings LTD), Proxy Agreement (Tudou Holdings LTD), Proxy Agreement (Tudou Holdings LTD)
Voting Right Entrustment. 1.1 The Shareholder Shareholders hereby irrevocably undertakes to sign undertake that they shall execute a power Power of attorney Attorney (in the form and substance as format set forth in Annex 1 after I to this Agreement, hereinafter referred to as the “Power of Attorney”) upon the execution of this Agreement to entrust Agreement, entrusting the individual then designated by the WFOE (hereinafter, the “Entrusted PersonAgent”) to exercise on their respective behalf the following rights they, as the shareholder of the Company, are entitled to under them pursuant to the then then-effective articles of association of the Company (collectively, collectively the “Entrusted Rights”):) as the sole agent and attorney of the shareholders:
(1) Proposing to convene and attending Attending shareholders’ meetings of the Company as the representative proxy of the Shareholder according Shareholders (including but not limited to the articles of association of the Companyextraordinary shareholders’ meetings);
(2) On Exercising voting rights on behalf of the Shareholder, exercising voting rights Shareholders on all issues (including but not limited to appointment and election of the issues needing legal representative, directors, supervisors, general manager , deputy general managers, officer in charge of finance and other senior management of the Company) required to be discussed and resolved by the shareholders’ meetings meeting, and selling, transferring or pledging all or part of the shareholders’ equity in the Company, ;
(3) Proposing to convene shareholders’ meetings (including but not limited to the appointment of the Company’s directors and other officers needing to be appointed and removed by extraordinary 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’ meetings);; and
(4) Exercise other Other shareholder voting rights as specified in under the articles of association of the Company (including any such other shareholder voting rights as specified in the amended provided after amendment to such articles of association). The above authorization and entrustment are granted subject to the status of the Entrusted Person as .
1.2 When a PRC citizen and the approval by WFOE. Upon and only upon written notice of dismissing and replacing is issued by the Entrusted Person (s) given by WFOE to the ShareholderShareholders with respect to the removal of the Agent, the Shareholder Shareholders shall promptly immediately entrust another PRC citizen any other individual then designated by the WFOE to exercise the Entrusted Rights and withdraw the Power of Attorney hereby granted to the Agent. The new Power of Attorney shall supersede the previous one once it is executed. Except for the above Entrusted Rights, and once new entrustment is madecircumstances, the original entrustment shall be replaced. The Shareholder Shareholders shall not cancel revoke the authorization and entrustment for to the Entrusted Person (s) otherwiseAgent.
1.2 1.3 The Entrusted Person Agent shall perform the fiduciary entrusted obligations lawfully with diligence and duty of care within the authorization scope of authorization with due care and diligence and in compliance with lawshereunder. The Shareholder acknowledges Shareholders shall acknowledge and assumes relevant liabilities for be liable to any legal consequences of arising from the Entrusted PersonAgent’s exercise of the foregoing aforesaid Entrusted Rights. All acts of the Agent in respect of the Company’s equity shall be deemed to be acts of the Shareholders, and all documents signed by the Agent shall be deemed to have been signed by the Shareholders, which the Shareholders shall recognize. During the term of this Agreement and the Power of Attorney, the Shareholders hereby waive all rights granted to the individual designated by the WFOE in respect of their equity by this Agreement and the Power of Attorney, who shall not exercise such rights by themselves.
1.3 1.4 The Shareholder Shareholders hereby acknowledges acknowledge that in exercising the aforesaid Entrusted Person Rights, the Agent is not required to seek advice from the Shareholder prior to the exercise opinions of the foregoing Entrusted RightsShareholders, provided that an advance notice shall be given. However, the Entrusted Person The Agent shall inform the Shareholder Shareholders in a timely manner of any resolution or any proposal on convening interim a shareholders’ meeting after such resolution (including but not limited to an extraordinary shareholders’ meeting).
1.5 The Shareholders agree that, the WFOE has the right to delegate or proposal is madeassign its rights relating to the above matters to any other person or entity at its discretion without prior notice to or consent from the Shareholders.
Appears in 2 contracts
Samples: Shareholders Voting Proxy Agreement (ForU Worldwide Inc.), Shareholders Voting Proxy Agreement (ForU Worldwide Inc.)
Voting Right Entrustment. 1.1 The Shareholder hereby unconditionally and irrevocably undertakes to sign a power of attorney in authorize and entrust the form and substance as set forth in Annex 1 after execution of this Agreement to entrust WFOE or the individual designated by the WFOE (hereinafter, the “Entrusted PersonAgent”) to exercise on their respective behalf the following rights they, as the shareholder sole agent and attorney of the CompanyShareholder, are entitled to under act on behalf of the then Shareholder in respect of all matters relating to shareholders’ equity pursuant to the then-effective articles of association of the Company Company, including but not limited to exercise the following rights (collectively, collectively the “Entrusted Rights”):
(1) Proposing to convene and attending Attending shareholders’ meetings of the Company as the representative proxy of the Shareholder according Shareholders (including but not limited to the articles of association of the Companyextraordinary shareholders’ meetings);
(2) On Exercising voting rights on behalf of the Shareholder, exercising voting rights Shareholders on all issues (including but not limited to appointment, election and removal of the issues needing legal representative, directors, supervisors, employment and dismissal of general manager, deputy general managers, officer in charge of finance and other senior management of the Company) required to be discussed and resolved by the shareholders’ meetings meeting, and selling, transferring or pledging all or part of the shareholders’ equity in the Company, ;
(3) Proposing to convene shareholders’ meetings (including but not limited to the appointment of the Company’s directors and other officers needing to be appointed and removed by extraordinary 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’ meetings);; and
(4) Exercise other Other shareholder voting rights as specified in under the articles of association of the Company (including any such other shareholder voting rights as specified in the amended provided after amendment to such articles of association).
1.2 The Shareholder shall execute a Power of Attorney (in the format set forth in Annex I to this Agreement, hereinafter referred to as the “Power of Attorney”) upon the execution of this Agreement. The above authorization and entrustment are granted subject to the status of the Entrusted Person as When a PRC citizen and the approval by WFOE. Upon and only upon written notice of dismissing and replacing is issued by the Entrusted Person (s) given by WFOE to the ShareholderShareholder with respect to the removal of the Agent, the Shareholder shall promptly immediately entrust another PRC citizen any other individual then designated by the WFOE to exercise the Entrusted Rights and execute a Power of Attorney. The new Power of Attorney shall supersede the previous one once it is executed. Except for the above Entrusted Rights, and once new entrustment is madecircumstances, the original Shareholder shall not revoke the authorization and entrustment to the Agent.
1.3 The Agent shall be replacedperform the entrusted obligations lawfully with diligence and duty of care within the authorization scope hereunder. The Shareholder shall not cancel the authorization acknowledge 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 be liable to any legal consequences of arising from the Entrusted PersonAgent’s exercise of the foregoing aforesaid Entrusted Rights. All acts of the Agent in respect of the Company’s equity shall be deemed to be acts of the Shareholder, and all documents signed by the Agent shall be deemed to have been signed by the Shareholder, which the Shareholder shall recognize. During the term of this Agreement, the Shareholder hereby waives all rights granted to the Agent in respect of its equity by this Agreement, who shall not exercise such rights by itself.
1.3 1.4 The Shareholder hereby acknowledges that in exercising the aforesaid Entrusted Person Rights, the Agent is not required to seek advice from the Shareholder prior to the exercise opinions of the foregoing Entrusted RightsShareholder, provided that an advance notice shall be given. However, the Entrusted Person The Agent shall inform the Shareholder in a timely manner of any resolution or any proposal on convening interim a shareholders’ meeting after such resolution (including but not limited to an extraordinary shareholders’ meeting).
1.5 The Shareholder agrees that, the WFOE has the right to delegate or proposal is madeassign its rights relating to the above matters to any other person at its discretion without prior notice to or consent from the Shareholder.
Appears in 2 contracts
Samples: Voting Rights Proxy Agreement (QuantaSing Group LTD), Voting Rights Proxy Agreement (QuantaSing Group LTD)
Voting Right Entrustment.
1.1 The Shareholder Each Limited Partner 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 the WFOE (hereinafter, the “Entrusted Person”) to exercise on their respective its behalf the following rights they, as the shareholder limited partner of the CompanyPartnership, are entitled to under the then effective articles of association of the Company Partnership (collectively, the “Limited Partners Entrusted Rights”):
(1a) Proposing to convene and attending shareholderspartners’ meetings of the Company Partnership as the representative of the Shareholder Limited Partners according to the articles of association of the CompanyPartnership;
(2b) On behalf of the ShareholderLimited Partners, exercising voting rights on all the issues needing to be discussed and resolved by the shareholderspartners’ meetings of the CompanyPartnership, including but not limited to the appointment of the CompanyPartnership’s directors and other officers executive partner needing to be appointed and removed by shareholdersthe partners;
(3c) 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 Limited Partner’s voting rights as specified in the articles of association of the Company Partnership (including any other shareholder Limited Partner’s voting rights as specified in the amended articles of association);
(d) When the Existing Partners transfer the interests of the Partnership held by it, agrees to the transfer of assets of the Partnership, agrees to reduce capital commitments to the Company (including withdrawal from the Partnership), or accepts the WFOE or its designated party to subscribe the capital commitment of the Partnership in accordance with the Exclusive Option Agreement signed by the parties on the same date hereof, to sign relevant partnership interest transfer agreements, asset transfer agreements (if applicable), capital commitment reduction agreements, capital subscription agreements and other relevant documents on behalf of the Limited Partners, and handle government approval, registration and filing procedure which is required; and
(e) On behalf of each Limited Partner, sign all the other documents that need to be signed by each Limited Partner as the limited partner of the Partnership (including but not limited to the business change registration documents of the Partnership, documents with respect to admission, withdrawal, delisting, increase or decrease in the amount of capital commitments of any Partner, and documents related to the dissolution and liquidation of the Partnership). The above authorization and entrustment are granted subject to the status of the Entrusted Person as a PRC citizen and the approval by the WFOE. Upon and only upon written notice of dismissing and replacing the Entrusted Person (s) given by the WFOE to the ShareholderLimited Partners, the Shareholder Limited Partners shall promptly entrust another PRC citizen then designated by the WFOE to exercise the above Limited Partners Entrusted Rights, and once new entrustment is made, the original entrustment shall be replaced. The Shareholder Limited Partners shall not cancel the authorization and entrustment for the Entrusted Person otherwise.
1.2 The General Partner 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 the WFOE (shereinafter, the “Entrusted Person”) to exercise on its behalf the following rights it, as the general partner and executive partner of the Partnership, are entitled to under the then effective articles of association of the Partnership (collectively, the “General Partner Entrusted Rights”, together with the Limited Partners Entrusted Rights, the “Entrusted Rights”):
(a) Proposing to convene and attending partners’ meetings of the Partnership as the representative of the General Partner according to the articles of association of the Partnership;
(b) On behalf of the General Partner, exercising voting rights on all the issues needing to be discussed and resolved by the partners’ meetings of the Partnership, including but not limited to the appointment of the Partnership’s executive partner needing to be appointed and removed by the partners;
(c) Other General Partner’s voting rights and/or decision rights as specified in the articles of association of the Partnership (including rights of representing the Partnership, managing and operating the Partnership and executing partnership affairs based on the General Partner as the executive partner of the Partnership, and any other General Partner’s voting rights as specified in the amended articles of association);
(d) When the Existing Partners transfer the interests of the Partnership held by it, agrees to the transfer of assets of the Partnership, agrees to reduce capital commitments to the Company (including withdrawal from the Partnership), or accepts the WFOE or its designated party to subscribe the capital commitment of the Partnership in accordance with the Exclusive Option Agreement signed by the parties on the same date hereof, to sign relevant partnership interest transfer agreements, asset transfer agreements (if applicable), capital commitment reduction agreements, capital subscription agreements and other relevant documents on behalf of the General Partner, and handle government approval, registration and filing procedure which is required; and
(e) On behalf of the General Partner, sign all the other documents that need to be signed by the General Partner as general partner of the Partnership (including but not limited to the business change registration documents of the Partnership, documents with respect to admission, withdrawal, delisting, increase or decrease in the amount of capital commitments of any Partner, and documents related to the dissolution and liquidation of the Partnership). The above authorization and entrustment are granted subject to the status of the Entrusted Person as a PRC citizen and the approval by the WFOE. Upon and only upon written notice of dismissing and replacing the Entrusted Person given by the WFOE to the General Partner, the General Partner shall promptly entrust another PRC citizen then designated by the WFOE to exercise the above General Partner Entrusted Rights, and once new entrustment is made, the original entrustment shall be replaced. The General Partner shall not cancel the authorization and entrustment for the Entrusted Person otherwise.
1.2 1.3 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 Existing Partners acknowledge and assumes assume relevant liabilities for any legal consequences of the Entrusted Person’s exercise of the foregoing Entrusted Rights.
1.3 1.4 The Shareholder Existing Partners hereby acknowledges acknowledge that the Entrusted Person is not required to seek advice from the Shareholder Existing Partners prior to the exercise of the foregoing Entrusted Rights. However, the Entrusted Person shall inform the Shareholder Existing Partners in a timely manner of any resolution or any proposal on convening interim shareholderspartners’ meeting after such resolution or proposal is made..
Appears in 1 contract
Voting Right Entrustment. 1.1 The Shareholder (a) Each Covered Holder hereby irrevocably undertakes grants to sign a power of attorney in and appoints the form Proxyholder and substance as set forth in Annex 1 after execution of this Agreement to entrust the any individual designated in writing by WFOE the Proxyholder, and each of them individually, as such Covered Holder’s attorney-in-fact and proxy for and on such Covered Holder’s behalf (hereinafter, the “Entrusted PersonProxy”), for and in such Covered Holder’s name, place and stead, to: (i) to exercise on their respective behalf attend any and all meetings of the following rights they, as the shareholder shareholders of the Company, are entitled ; (ii) vote the Covered Shares of such Covered Holder at any such meeting; (iii) grant or withhold all written consents with respect to under such Covered Shares; and (iv) represent and otherwise act for such Covered Holder in the then effective articles of association of same manner and with the Company same effect as if such Covered Holder was personally present at any such meeting (collectively, the “Entrusted Rights”):
). The Proxy is coupled with an interest, is irrevocable (1) Proposing to convene and attending shareholders’ meetings as such shall survive and not be affected by the incapacity, mental illness or insanity of the Company as Covered Holder) and shall not be terminated by operation of Law or upon the representative occurrence of any other event other than following a termination pursuant to Section 1.2(a). Each Covered Holder authorizes the Shareholder according Proxyholder to substitute any other Person to act hereunder, to revoke any substitution and to file this Proxy and any substitution or revocation with the articles of association secretary of the Company;
. SUCH IRREVOCABLE PROXY IS EXECUTED AND INTENDED TO BE IRREVOCABLE IN ACCORDANCE WITH THE PROVISIONS OF THE POWERS OF ATTORNEY ACT OF THE CAYMAN ISLANDS (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 associationREVISED). 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 Each Covered Holder hereby acknowledges and assumes relevant liabilities agrees it is liable for any legal consequences of arising from the Entrusted PersonProxyholder’s exercise of the foregoing aforesaid Entrusted Rights.
1.3 The Shareholder (b) Each Covered Holder hereby acknowledges that in exercising the aforesaid Entrusted Person Rights, the Proxyholder is not required to seek advice from the Shareholder prior to the exercise opinion, instruction or consent of the foregoing Entrusted Rightssuch Covered Holder. However, the Entrusted Person Proxyholder shall inform the Shareholder each Covered Holder by notice in writing in a timely manner of any resolution resolution, notice or any proposal on convening interim a shareholders’ meeting after such resolution resolution, notice or proposal is mademade unless the Proxyholder believes in good faith that such Covered Holder is already aware of such resolution, notice or proposal.
(c) Any securities of the Company to be issued or issuable to a Covered Holder in respect of Covered Shares during the term of the Proxy shall be deemed Covered Shares.
(d) Each Covered Holder will, upon request, execute and deliver any additional documents and take such actions as may reasonably be deemed by the Proxyholder to be necessary or desirable to give effect to the Proxy granted by such Covered Holder hereby or to carry out the provisions of this Section 1. (e) Each Covered Holder (i) consents to and authorizes the publication and disclosure by the Proxyholder of such Covered Holder’s identity and holding of Covered Shares, the nature of such Covered Holder’s commitments, arrangements and understandings under this Deed (including, for the avoidance of doubt, the disclosure of this Deed) and any other information, in each case, that the Proxyholder reasonably determines is required to be disclosed by applicable Law in any press release, any Schedule 13D or Schedule 13G filed with the SEC, and any other filings with or notices to Governmental Authorities in connection with this Deed or any other agreement or transaction entered into in connection herewith, and (ii) agrees promptly to give to the Proxyholder any information it or its agents may reasonably request for the preparation of any such documents. Each Covered Holder hereto also agrees to promptly notify the Proxyholder of any required corrections with respect to any information supplied by such Covered Holder for use in any such document, if and to the extent that any such information shall have become false or misleading in any material respect.
Appears in 1 contract
Voting Right Entrustment. 1.1 The Existing 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 the WFOE (hereinafter, the “Entrusted Person”) to exercise on their respective its 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”):
(1a) Proposing to convene and attending shareholders’ meetings of the Company as the representative of the Existing Shareholder according to the articles of association of the Company;;
(2b) On behalf of the Existing 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;
(3c) 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); and
(d) When the Existing Shareholder transfers the shares of the Company held by it, agrees to the transfer of assets of the Company, agrees to reduce capital contributions to the company, or accepts the WFOE or its designated party to subscribe the increased capital of the Company in accordance with the Exclusive Option Agreement signed by the parties on the same date hereof, to sign relevant share transfer agreements, asset transfer agreements (if applicable), capital reduction agreements, capital increase agreements, shareholder decisions and other relevant documents on behalf of the Existing Shareholders, and handle government approval, registration and filing procedure required for such transfer, capital reduction and capital increase. The above authorization and entrustment are granted subject to the status of the Entrusted Person as a PRC citizen and the approval by the WFOE. Upon and only upon written notice of dismissing and replacing the Entrusted Person (s) given by the WFOE to the Existing Shareholder, the Existing Shareholder shall promptly entrust another PRC citizen then designated by the WFOE to exercise the above Entrusted Rights, and once new entrustment is made, the original entrustment shall be replaced. The Existing 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 Existing Shareholder acknowledges and assumes relevant liabilities for any legal consequences of the Entrusted Person’s exercise of the foregoing Entrusted Rights.
1.3 The Existing Shareholder hereby acknowledges that the Entrusted Person is not required to seek advice from the Existing Shareholder prior to the exercise of the foregoing Entrusted Rights. However, the Entrusted Person shall inform the Existing Shareholder in a timely manner of any resolution or any proposal on convening interim shareholders’ meeting after such resolution or proposal is made.
Appears in 1 contract
Samples: Shareholder Voting Rights Proxy Agreement (JOYY Inc.)
Voting Right Entrustment. 1.1 The Shareholder
1. 1The Existing Shareholders hereby irrevocably undertakes undertake 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 the WFOE (hereinafter, the “Entrusted Person”) to exercise on their respective its 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”):
(1a) Proposing to convene and attending shareholders’ meetings of the Company as the representative of the Shareholder Existing Shareholders according to the articles of association of the Company;
(2b) On behalf of the ShareholderExisting Shareholders, 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;
(3c) 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); and
(d) When the Existing Shareholders transfer the shares of the Company held by it, agrees to the transfer of assets of the Company, agrees to reduce capital contributions to the company, or accepts the WFOE or its designated party to subscribe the increased capital of the Company in accordance with the Exclusive Option Agreement signed by the parties on the same date hereof, to sign relevant share transfer agreements, asset transfer agreements (if applicable), capital reduction agreements, capital increase agreements, shareholder decisions and other relevant documents on behalf of the Existing Shareholders, and handle government approval, registration and filing procedure required for such transfer, capital reduction and capital increase. The above authorization and entrustment are granted subject to the status of the Entrusted Person as a PRC citizen and the approval by the WFOE. Upon and only upon written notice of dismissing and replacing the Entrusted Person (s) given by the WFOE to the ShareholderExisting Shareholders, the Shareholder Existing Shareholders shall promptly entrust another PRC citizen then designated by the WFOE to exercise the above Entrusted Rights, and once new entrustment is made, the original entrustment shall be replaced. The Shareholder Existing Shareholders shall not cancel the authorization and entrustment for the Entrusted Person (s) otherwise.
1.2 The 1. 2The 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 Existing Shareholders acknowledge and assumes assume relevant liabilities for any legal consequences of the Entrusted Person’s exercise of the foregoing Entrusted Rights..
1.3 The Shareholder 1. 3The Existing Shareholders hereby acknowledges acknowledge that the Entrusted Person is not required to seek advice from the Shareholder Existing Shareholders prior to the exercise of the foregoing Entrusted Rights. However, the Entrusted Person shall inform the Shareholder Existing Shareholders in a timely manner of any resolution or any proposal on convening interim shareholders’ meeting after such resolution or proposal is made.
Appears in 1 contract
Samples: Shareholder Voting Rights Proxy Agreement (JOYY Inc.)
Voting Right Entrustment. 1.1 The Shareholder Each Limited Partner 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 the WFOE (hereinafter, the “Entrusted Person”) to exercise on their respective its behalf the following rights they, as the shareholder limited partner of the CompanyPartnership, are entitled to under the then effective articles of association of the Company Partnership (collectively, the “Limited Partners Entrusted Rights”):
(1a) Proposing to convene and attending shareholderspartners’ meetings of the Company Partnership as the representative of the Shareholder Limited Partners according to the articles of association of the CompanyPartnership;
(2b) On behalf of the ShareholderLimited Partners, exercising voting rights on all the issues needing to be discussed and resolved by the shareholderspartners’ meetings of the CompanyPartnership, including but not limited to the appointment of the CompanyPartnership’s directors and other officers executive partner needing to be appointed and removed by shareholdersthe partners;
(3c) 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 Limited Partner’s voting rights as specified in the articles of association of the Company Partnership (including any other shareholder Limited Partner’s voting rights as specified in the amended articles of association);
(d) When the Existing Partners transfer the interests of the Partnership held by it, agrees to the transfer of assets of the Partnership, agrees to reduce capital commitments to the Company (including withdrawal from the Partnership), or accepts the WFOE or its designated party to subscribe the capital commitment of the Partnership in accordance with the Exclusive Option Agreement signed by the parties on the same date hereof, to sign relevant partnership interest transfer agreements, asset transfer agreements (if applicable), capital commitment reduction agreements, capital subscription agreements and other relevant documents on behalf of the Limited Partners, and handle government approval, registration and filing procedure which is required; and
(e) On behalf of each Limited Partner, sign all the other documents that need to be signed by each Limited Partner as the limited partner of the Partnership (including but not limited to the business change registration documents of the Partnership, documents with respect to admission, withdrawal, delisting, increase or decrease in the amount of capital commitments of any Partner, and documents related to the dissolution and liquidation of the Partnership). The above authorization and entrustment are granted subject to the status of the Entrusted Person as a PRC citizen and the approval by the WFOE. Upon and only upon written notice of dismissing and replacing the Entrusted Person (s) given by the WFOE to the ShareholderLimited Partners, the Shareholder Limited Partners shall promptly entrust another PRC citizen then designated by the WFOE to exercise the above Limited Partners Entrusted Rights, and once new entrustment is made, the original entrustment shall be replaced. The Limited Partners shall not cancel the authorization and entrustment for the Entrusted Person otherwise.
1.2 The General Partner 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 the WFOE (hereinafter, the “Entrusted Person”) to exercise on its behalf the following rights it, as the general partner and executive partner of the Partnership, are entitled to under the then effective articles of association of the Partnership (collectively, the “General Partner Entrusted Rights”, together with the Limited Partners Entrusted Rights, the “Entrusted Rights”):
(a) Proposing to convene and attending partners’ meetings of the Partnership as the representative of the General Partner according to the articles of association of the Partnership;
(b) On behalf of the General Partner, exercising voting rights on all the issues needing to be discussed and resolved by the partners’ meetings of the Partnership, including but not limited to the appointment of the Partnership’s executive partner needing to be appointed and removed by the partners;
(c) Other General Partner’s voting rights and/or decision rights as specified in the articles of association of the Partnership (including rights of representing the Partnership, managing and operating the Partnership and executing partnership affairs based on the General Partner as the executive partner of the Partnership, and any other General Partner’s voting rights as specified in the amended articles of association);
(d) When the Existing Partners transfer the interests of the Partnership held by it, agrees to the transfer of assets of the Partnership, agrees to reduce capital commitments to the Company (including withdrawal from the Partnership), or accepts the WFOE or its designated party to subscribe the capital commitment of the Partnership in accordance with the Exclusive Option Agreement signed by the parties on the same date hereof, to sign relevant partnership interest transfer agreements, asset transfer agreements (if applicable), capital commitment reduction agreements, capital subscription agreements and other relevant documents on behalf of the General Partner, and handle government approval, registration and filing procedure which is required; and
(e) On behalf of the General Partner, sign all the other documents that need to be signed by the General Partner as general partner of the Partnership (including but not limited to the business change registration documents of the Partnership, documents with respect to admission, withdrawal, delisting, increase or decrease in the amount of capital commitments of any Partner, and documents related to the dissolution and liquidation of the Partnership). The above authorization and entrustment are granted subject to the status of the Entrusted Person as a PRC citizen and the approval by the WFOE. Upon and only upon written notice of dismissing and replacing the Entrusted Person given by the WFOE to the General Partner, the General Partner shall promptly entrust another PRC citizen then designated by the WFOE to exercise the above General Partner Entrusted Rights, and once new entrustment is made, the original entrustment shall be replaced. The Shareholder General Partner shall not cancel the authorization and entrustment for the Entrusted Person (s) otherwise.
1.2 1.3 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 Existing Partners acknowledge and assumes assume relevant liabilities for any legal consequences of the Entrusted Person’s exercise of the foregoing Entrusted Rights.
1.3 1.4 The Shareholder Existing Partners hereby acknowledges acknowledge that the Entrusted Person is not required to seek advice from the Shareholder Existing Partners prior to the exercise of the foregoing Entrusted Rights. However, the Entrusted Person shall inform the Shareholder Existing Partners in a timely manner of any resolution or any proposal on convening interim shareholderspartners’ meeting after such resolution or proposal is made.
Appears in 1 contract
Voting Right Entrustment. 1.1 The Shareholder Shareholders hereby irrevocably undertakes to sign undertake that they shall execute a power Power of attorney in Attorney upon the form and substance as set forth in Annex 1 after execution of this Agreement to entrust Agreement, entrusting the individual then designated by the WFOE (hereinafter, the “Entrusted Person”) to exercise on their respective behalf the following rights they, as the shareholder of the Company, they are entitled to under as the then shareholders of the Company them pursuant to the then-effective articles of association of the Company (collectively, collectively the “Entrusted Rights”):
(1) Proposing to convene and attending Attending shareholders’ meetings of the Company as the representative proxy of the Shareholder according to the articles of association of the CompanyShareholder;
(2) On Exercising voting rights on behalf of the Shareholder, exercising voting rights Shareholders on all issues (including but not limited to appointment and election of the issues needing directors, general manager and other senior management of the Company) required 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 shareholdersmeeting;
(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);Proposing to convene interim shareholders’ meetings; and
(4) Exercise other Other shareholder voting rights as specified in under the articles of association of the Company (including any such other shareholder voting rights as specified in the amended provided after amendment to such articles of association). .
1.2 The precondition of the above authorization and entrustment are granted subject to is that the status of the Entrusted Person as Agent is a PRC citizen and the approval by WFOEWFOE consents to such authorization and entrustment. Upon When and only upon when a written notice of dismissing and replacing is issued by the Entrusted Person (s) given by WFOE to the ShareholderShareholders with respect to the removal of the Agent, the Shareholder Shareholders shall promptly immediately revoke the entrustment of the existing Agent hereunder, and entrust another any other PRC citizen then designated by the WFOE to exercise the Entrusted Rights in accordance with this Agreement; the new Power of Attorney shall supersede the previous one once it is executed. Except for the above Entrusted Rights, and once new entrustment is madecircumstances, the original entrustment shall be replaced. The Shareholder Shareholders shall not cancel revoke the authorization and entrustment for to the Entrusted Person (s) otherwiseAgent.
1.2 1.3 The Entrusted Person Agent shall perform the fiduciary entrusted obligations lawfully with diligence and duty of care within the authorization scope of authorization with due care hereunder and diligence and in compliance with lawsshall be liable to the WFOE. The Shareholder acknowledges Shareholders shall acknowledge and assumes relevant liabilities for be liable to any legal consequences of arising from the Entrusted PersonAgent’s exercise of the foregoing aforesaid Entrusted Rights.
1.3 1.4 The Shareholder Shareholders hereby acknowledges acknowledge that in exercising the aforesaid Entrusted Person Rights, the Agent is not required to seek advice from the Shareholder prior to the exercise opinions of the foregoing Entrusted RightsShareholders. However, the Entrusted Person Agent shall inform the Shareholder Shareholders in a timely manner of any resolution or any proposal on convening an interim shareholders’ meeting after such resolution or proposal is made.
Appears in 1 contract
Samples: Proxy Agreement (Tudou Holdings LTD)
Voting Right Entrustment. 1.1 The Shareholder Shareholders hereby irrevocably undertakes to sign undertake that they shall execute a power Power of attorney Attorney in the both substance and form and substance as set forth out in Annex 1 after upon the execution of this Agreement to entrust Agreement, entrusting the individual then designated by the WFOE (hereinafter, the “Entrusted PersonAgent”) to exercise on their respective behalf the following rights they, entitled to them as the shareholder of Company’s shareholders pursuant to the Company, are entitled to under the then then-effective articles of association of the Company (collectively, collectively the “Entrusted Rights”):
(1) Proposing As the proxy of the Shareholders, proposing to convene and attending the shareholders’ meetings of the Company as the representative of the Shareholder according pursuant to the Company’s articles of association of the Companyassociation;
(2) On Exercising voting rights on behalf of the Shareholder, exercising voting rights Shareholders on all issues (including but not limited to appointment and election of the issues needing directors and other senior management members that shall be appointed and dismissed by the Shareholders) required 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 shareholdersmeeting;
(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 under the articles of association of the Company (including any such other shareholder voting rights as specified in the amended provided after amendment to such articles of association). The precondition of the above authorization and entrustment are granted subject to is that the status of the Entrusted Person as Agent is a PRC citizen and the approval by WFOEWFOE consents to such authorization and entrustment. Upon When and only upon when a written notice of dismissing and replacing is issued by the Entrusted Person (s) given by WFOE to the ShareholderShareholders with respect to the replacement of the Agent, the Shareholder Shareholders shall promptly entrust another immediately authorize any other PRC citizen then designated by the WFOE to exercise the above Entrusted Rights; the new Power of Attorney shall, and once new entrustment is madeexecuted, supersede the previous one. Except for the above circumstances, the original entrustment shall be replaced. The Shareholder Shareholders shall not cancel revoke the entrustment and authorization and entrustment for granted to the Entrusted Person (s) otherwiseAgent.
1.2 The Entrusted Person Agent shall perform the fiduciary entrusted obligations lawfully with diligence and duty of care within the authorization scope of authorization with due care and diligence and in compliance with lawshereunder. The Shareholder acknowledges Shareholders shall acknowledge and assumes relevant liabilities for be liable in respect of any legal consequences of arising from the Entrusted PersonAgent’s exercise of the foregoing aforesaid Entrusted Rights.
1.3 The Shareholder Shareholders hereby acknowledges acknowledge that in exercising the aforesaid Entrusted Person Rights, the Agent is not required to seek advice from the Shareholder prior to the exercise opinions of the foregoing Entrusted RightsShareholders. However, the Entrusted Person Agent shall inform the Shareholder Shareholders in a timely manner of any resolution or any proposal on convening an interim shareholders’ meeting after such resolution or proposal is made.
Appears in 1 contract
Samples: Proxy Agreement (LaShou Group Inc.)
Voting Right Entrustment. 1.1 The Shareholder 1. 1Each Limited Partner 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 the WFOE (hereinafter, the “Entrusted Person”) to exercise on their respective its behalf the following rights they, as the shareholder limited partner of the CompanyPartnership, are entitled to under the then effective articles of association of the Company Partnership (collectively, the “Limited Partners Entrusted Rights”):
(1a) Proposing to convene and attending shareholderspartners’ meetings of the Company Partnership as the representative of the Shareholder Limited Partners according to the articles of association of the CompanyPartnership;
(2b) On behalf of the ShareholderLimited Partners, exercising voting rights on all the issues needing to be discussed and resolved by the shareholderspartners’ meetings of the CompanyPartnership, including but not limited to the appointment of the CompanyPartnership’s directors and other officers executive partner needing to be appointed and removed by shareholdersthe partners;
(3c) 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 Limited Partner’s voting rights as specified in the articles of association of the Company Partnership (including any other shareholder Limited Partner’s voting rights as specified in the amended articles of association);
(d) When the Existing Partners transfer the interests of the Partnership held by it, agrees to the transfer of assets of the Partnership, agrees to reduce capital commitments to the Company (including withdrawal from the Partnership), or accepts the WFOE or its designated party to subscribe the capital commitment of the Partnership in accordance with the Exclusive Option Agreement signed by the parties on the same date hereof, to sign relevant partnership interest transfer agreements, asset transfer agreements (if applicable), capital commitment reduction agreements, capital subscription agreements and other relevant documents on behalf of the Limited Partners, and handle government approval, registration and filing procedure which is required; and
(e) On behalf of each Limited Partner, sign all the other documents that need to be signed by each Limited Partner as the limited partner of the Partnership (including but not limited to the business change registration documents of the Partnership, documents with respect to admission, withdrawal, delisting, increase or decrease in the amount of capital commitments of any Partner, and documents related to the dissolution and liquidation of the Partnership). The above authorization and entrustment are granted subject to the status of the Entrusted Person as a PRC citizen and the approval by the WFOE. Upon and only upon written notice of dismissing and replacing the Entrusted Person (s) given by the WFOE to the ShareholderLimited Partners, the Shareholder Limited Partners shall promptly entrust another PRC citizen then designated by the WFOE to exercise the above Limited Partners Entrusted Rights, and once new entrustment is made, the original entrustment shall be replaced. The Limited Partners shall not cancel the authorization and entrustment for the Entrusted Person otherwise.
1. 2The General Partner 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 the WFOE (hereinafter, the “Entrusted Person”) to exercise on its behalf the following rights it, as the general partner and executive partner of the Partnership, are entitled to under the then effective articles of association of the Partnership (collectively, the “General Partner Entrusted Rights”, together with the Limited Partners Entrusted Rights, the “Entrusted Rights”):
(a) Proposing to convene and attending partners’ meetings of the Partnership as the representative of the General Partner according to the articles of association of the Partnership;
(b) On behalf of the General Partner, exercising voting rights on all the issues needing to be discussed and resolved by the partners’ meetings of the Partnership, including but not limited to the appointment of the Partnership’s executive partner needing to be appointed and removed by the partners;
(c) Other General Partner’s voting rights and/or decision rights as specified in the articles of association of the Partnership (including rights of representing the Partnership, managing and operating the Partnership and executing partnership affairs based on the General Partner as the executive partner of the Partnership, and any other General Partner’s voting rights as specified in the amended articles of association);
(d) When the Existing Partners transfer the interests of the Partnership held by it, agrees to the transfer of assets of the Partnership, agrees to reduce capital commitments to the Company (including withdrawal from the Partnership), or accepts the WFOE or its designated party to subscribe the capital commitment of the Partnership in accordance with the Exclusive Option Agreement signed by the parties on the same date hereof, to sign relevant partnership interest transfer agreements, asset transfer agreements (if applicable), capital commitment reduction agreements, capital subscription agreements and other relevant documents on behalf of the General Partner, and handle government approval, registration and filing procedure which is required; and
(e) On behalf of the General Partner, sign all the other documents that need to be signed by the General Partner as general partner of the Partnership (including but not limited to the business change registration documents of the Partnership, documents with respect to admission, withdrawal, delisting, increase or decrease in the amount of capital commitments of any Partner, and documents related to the dissolution and liquidation of the Partnership). The above authorization and entrustment are granted subject to the status of the Entrusted Person as a PRC citizen and the approval by the WFOE. Upon and only upon written notice of dismissing and replacing the Entrusted Person given by the WFOE to the General Partner, the General Partner shall promptly entrust another PRC citizen then designated by the WFOE to exercise the above General Partner Entrusted Rights, and once new entrustment is made, the original entrustment shall be replaced. The Shareholder General Partner shall not cancel the authorization and entrustment for the Entrusted Person (s) otherwise.
1.2 The 1. 3The 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 Existing Partners acknowledge and assumes assume relevant liabilities for any legal consequences of the Entrusted Person’s exercise of the foregoing Entrusted Rights.
1.3 The Shareholder 1. 4The Existing Partners hereby acknowledges acknowledge that the Entrusted Person is not required to seek advice from the Shareholder Existing Partners prior to the exercise of the foregoing Entrusted Rights. However, the Entrusted Person shall inform the Shareholder Existing Partners in a timely manner of any resolution or any proposal on convening interim shareholderspartners’ meeting after such resolution or proposal is made.
Appears in 1 contract
Voting Right Entrustment. 1.1 The Shareholder Shareholders hereby irrevocably undertakes undertake 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 shareholders 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 Shareholders according to the articles of association of the Company;
(2) On behalf of the ShareholderShareholders, 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).
(4) When the equity held by each Shareholder in the Company is transferred pursuant to the Exclusive Option Agreement, sign relevant equity transfer agreement and other related documents and handle the government examination, approval, registration and filing formalities required for such transfer on behalf of such shareholder. 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 ShareholderShareholders, the Shareholder Shareholders 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 Shareholders 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 Shareholders acknowledge and assumes assume relevant liabilities for any legal consequences of the Entrusted Person’s exercise of the foregoing Entrusted Rights.
1.3 The Shareholder Shareholders hereby acknowledges acknowledge that the Entrusted Person is not required to seek advice from the Shareholder Shareholders prior to the exercise of the foregoing Entrusted Rights. However, the Entrusted Person shall inform the Shareholder Shareholders in a timely manner of any resolution or any proposal on convening interim shareholders’ meeting after such resolution or proposal is made.
Appears in 1 contract
Samples: Shareholder Voting Rights Proxy Agreement (YY Inc.)
Voting Right Entrustment. 1.1 The Shareholder Shareholders hereby irrevocably undertakes to sign undertake that they shall execute a power Power of attorney in Attorney upon the form and substance as set forth in Annex 1 after execution of this Agreement to entrust Agreement, entrusting the individual then designated by the WFOE (hereinafter, the “Entrusted Person”) to exercise on their respective behalf the following rights they, as the shareholder of the Company, they are entitled to under as the then shareholders of the Company pursuant to the then-effective articles of association of the Company (collectively, collectively the “Entrusted Rights”):
(1) Proposing to convene and attending Attending shareholders’ meetings of the Company as the representative proxy of the Shareholder according to the articles of association of the CompanyShareholder;
(2) On Exercising voting rights on behalf of the Shareholder, exercising voting rights Shareholders on all issues (including but not limited to appointment and election of the issues needing directors, general manager and other senior management of the Company) required 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 shareholdersmeeting;
(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);Proposing to convene interim shareholders’ meetings; and
(4) Exercise other Other shareholder voting rights as specified in under the articles of association of the Company (including any such other shareholder voting rights as specified in the amended provided after amendment to such articles of association). .
1.2 The precondition of the above authorization and entrustment are granted subject to is that the status of the Entrusted Person as Agent is a PRC citizen and the approval by WFOEWFOE consents to such authorization and entrustment. Upon When and only upon when a written notice of dismissing and replacing is issued by the Entrusted Person (s) given by WFOE to the ShareholderShareholders with respect to the removal of the Agent, the Shareholder Shareholders shall promptly immediately entrust another any other PRC citizen then designated by the WFOE to exercise the aforesaid Entrusted Rights in accordance with this Agreement; the new Power of Attorney shall supersede the previous one once it is executed. Except for the above Entrusted Rights, and once new entrustment is madecircumstances, the original entrustment shall be replaced. The Shareholder Shareholders shall not cancel revoke the authorization and entrustment for to the Entrusted Person (s) otherwiseAgent.
1.2 1.3 The Entrusted Person Agent shall perform the fiduciary entrusted obligations lawfully with diligence and duty of care within the authorization scope of authorization with due care and diligence and in compliance with lawshereunder. The Shareholder acknowledges Shareholders shall acknowledge and assumes relevant liabilities for be liable to any legal consequences of arising from the Entrusted PersonAgent’s exercise of the foregoing aforesaid Entrusted Rights.
1.3 1.4 The Shareholder Shareholders hereby acknowledges acknowledge that in exercising the aforesaid Entrusted Person Rights, the Agent is not required to seek advice from the Shareholder prior to the exercise opinions of the foregoing Entrusted RightsShareholders. However, the Entrusted Person Agent shall inform the Shareholder Shareholders in a timely manner of any resolution or any proposal on convening an interim shareholders’ meeting after such resolution or proposal is made.
Appears in 1 contract
Samples: Proxy Agreement (Youku Tudou Inc.)
Voting Right Entrustment. 1.1 The Shareholder Existing Shareholders hereby irrevocably undertakes undertake 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 the WFOE (hereinafter, the “Entrusted Person”) to exercise on their respective its 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”):):
(1a) Proposing to convene and attending shareholders’ meetings of the Company as the representative of the Shareholder Existing Shareholders according to the articles of association of the Company;
(2b) On behalf of the ShareholderExisting Shareholders, 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;
(3c) 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); and
(d) When the Existing Shareholders transfer the shares of the Company held by it, agrees to the transfer of assets of the Company, agrees to reduce capital contributions to the company, or accepts the WFOE or its designated party to subscribe the increased capital of the Company in accordance with the Exclusive Option Agreement signed by the parties on the same date hereof, to sign relevant share transfer agreements, asset transfer agreements (if applicable), capital reduction agreements, capital increase agreements, shareholder decisions and other relevant documents on behalf of the Existing Shareholders, and handle government approval, registration and filing procedure required for such transfer, capital reduction and capital increase. The above authorization and entrustment are granted subject to the status of the Entrusted Person as a PRC citizen and the approval by the WFOE. Upon and only upon written notice of dismissing and replacing the Entrusted Person (s) given by the WFOE to the ShareholderExisting Shareholders, the Shareholder Existing Shareholders shall promptly entrust another PRC citizen then designated by the WFOE to exercise the above Entrusted Rights, and once new entrustment is made, the original entrustment shall be replaced. The Shareholder Existing Shareholders shall not cancel the authorization and entrustment for the Entrusted Person (s) otherwise.
1.2 The 1. 2The 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 Existing Shareholders acknowledge and assumes assume relevant liabilities for any legal consequences of the Entrusted Person’s exercise of the foregoing Entrusted Rights.
1.3 The Shareholder 1. 3The Existing Shareholders hereby acknowledges acknowledge that the Entrusted Person is not required to seek advice from the Shareholder Existing Shareholders prior to the exercise of the foregoing Entrusted Rights. However, the Entrusted Person shall inform the Shareholder Existing Shareholders in a timely manner of any resolution or any proposal on convening interim shareholders’ meeting after such resolution or proposal is made..
Appears in 1 contract
Samples: Shareholder Voting Rights Proxy Agreement (JOYY Inc.)
Voting Right Entrustment. 1.1 The Shareholder 1. 1Each Limited Partner 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 the WFOE (hereinafter, the “Entrusted Person”) to exercise on their respective its behalf the following rights they, as the shareholder limited partner of the CompanyPartnership, are entitled to under the then effective articles of association of the Company Partnership (collectively, the “Limited Partners Entrusted Rights”):
(1a) Proposing to convene and attending shareholderspartners’ meetings of the Company Partnership as the representative of the Shareholder Limited Partners according to the articles of association of the CompanyPartnership;
(2b) On behalf of the ShareholderLimited Partners, exercising voting rights on all the issues needing to be discussed and resolved by the shareholderspartners’ meetings of the CompanyPartnership, including but not limited to the appointment of the CompanyPartnership’s directors and other officers executive partner needing to be appointed and removed by shareholdersthe partners;
(3c) 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 Limited Partner’s voting rights as specified in the articles of association of the Company Partnership (including any other shareholder Limited Partner’s voting rights as specified in the amended articles of association);
(d) When the Existing Partners transfer the interests of the Partnership held by it, agrees to the transfer of assets of the Partnership, agrees to reduce capital commitments to the Company (including withdrawal from the Partnership), or accepts the WFOE or its designated party to subscribe the capital commitment of the Partnership in accordance with the Exclusive Option Agreement signed by the parties on the same date hereof, to sign relevant partnership interest transfer agreements, asset transfer agreements (if applicable), capital commitment reduction agreements, capital subscription agreements and other relevant documents on behalf of the Limited Partners, and handle government approval, registration and filing procedure which is required; and
(e) On behalf of each Limited Partner, sign all the other documents that need to be signed by each Limited Partner as the limited partner of the Partnership (including but not limited to the business change registration documents of the Partnership, documents with respect to admission, withdrawal, delisting, increase or decrease in the amount of capital commitments of any Partner, and documents related to the dissolution and liquidation of the Partnership). The above authorization and entrustment are granted subject to the status of the Entrusted Person as a PRC citizen and the approval by the WFOE. Upon and only upon written notice of dismissing and replacing the Entrusted Person (s) given by the WFOE to the ShareholderLimited Partners, the Shareholder Limited Partners shall promptly entrust another PRC citizen then designated by the WFOE to exercise the above Limited Partners Entrusted Rights, and once new entrustment is made, the original entrustment shall be replaced. The Limited Partners shall not cancel the authorization and entrustment for the Entrusted Person otherwise.
1. 2The General Partner 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 the WFOE (hereinafter, the “Entrusted Person”) to exercise on its behalf the following rights it, as the general partner and executive partner of the Partnership, are entitled to under the then effective articles of association of the Partnership (collectively, the “General Partner Entrusted Rights”, together with the Limited Partners Entrusted Rights, the “Entrusted Rights”):
(a) Proposing to convene and attending partners’ meetings of the Partnership as the representative of the General Partner according to the articles of association of the Partnership;
(b) On behalf of the General Partner, exercising voting rights on all the issues needing to be discussed and resolved by the partners’ meetings of the Partnership, including but not limited to the appointment of the Partnership’s executive partner needing to be appointed and removed by the partners;
(c) Other General Partner’s voting rights and/or decision rights as specified in the articles of association of the Partnership (including rights of representing the Partnership, managing and operating the Partnership and executing partnership affairs based on the General Partner as the executive partner of the Partnership, and any other General Partner’s voting rights as specified in the amended articles of association);
(d) When the Existing Partners transfer the interests of the Partnership held by it, agrees to the transfer of assets of the Partnership, agrees to reduce capital commitments to the Company (including withdrawal from the Partnership), or accepts the WFOE or its designated party to subscribe the capital commitment of the Partnership in accordance with the Exclusive Option Agreement signed by the parties on the same date hereof, to sign relevant partnership interest transfer agreements, asset transfer agreements (if applicable), capital commitment reduction agreements, capital subscription agreements and other relevant documents on behalf of the General Partner, and handle government approval, registration and filing procedure which is required; and
(e) On behalf of the General Partner, sign all the other documents that need to be signed by the General Partner as general partner of the Partnership (including but not limited to the business change registration documents of the Partnership, documents with respect to admission, withdrawal, delisting, increase or decrease in the amount of capital commitments of any Partner, and documents related to the dissolution and liquidation of the Partnership). The above authorization and entrustment are granted subject to the status of the Entrusted Person as a PRC citizen and the approval by the WFOE. Upon and only upon written notice of dismissing and replacing the Entrusted Person given by the WFOE to the General Partner, the General Partner shall promptly entrust another PRC citizen then designated by the WFOE to exercise the above General Partner Entrusted Rights, and once new entrustment is made, the original entrustment shall be replaced. The Shareholder General Partner shall not cancel the authorization and entrustment for the Entrusted Person (s) otherwise.
1.2 The 1. 3The 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 Existing Partners acknowledge and assumes assume relevant liabilities for any legal consequences of the Entrusted Person’s exercise of the foregoing Entrusted Rights.
1.3 The Shareholder 1. 4The Existing Partners hereby acknowledges acknowledge that the Entrusted Person is not required to seek advice from the Shareholder Existing Partners prior to the exercise of the foregoing Entrusted Rights. However, the Entrusted Person shall inform the Shareholder Existing Partners in a timely manner of any resolution or any proposal on convening interim shareholderspartners’ meeting after such resolution or proposal is made..
Appears in 1 contract
Voting Right Entrustment.
1.1 The Shareholder Existing Shareholders hereby irrevocably undertakes undertake 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 the WFOE (hereinafter, the “Entrusted Person”) to exercise on their respective its 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”):):
(1a) Proposing to convene and attending shareholders’ meetings of the Company as the representative of the Shareholder Existing Shareholders according to the articles of association of the Company;
(2b) On behalf of the ShareholderExisting Shareholders, 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;
(3c) 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); and
(d) When the Existing Shareholders transfer the shares of the Company held by it, agrees to the transfer of assets of the Company, agrees to reduce capital contributions to the company, or accepts the WFOE or its designated party to subscribe the increased capital of the Company in accordance with the Exclusive Option Agreement signed by the parties on the same date hereof, to sign relevant share transfer agreements, asset transfer agreements (if applicable), capital reduction agreements, capital increase agreements, shareholder decisions and other relevant documents on behalf of the Existing Shareholders, and handle government approval, registration and filing procedure required for such transfer, capital reduction and capital increase. The above authorization and entrustment are granted subject to the status of the Entrusted Person as a PRC citizen and the approval by the WFOE. Upon and only upon written notice of dismissing and replacing the Entrusted Person (s) given by the WFOE to the ShareholderExisting Shareholders, the Shareholder Existing Shareholders shall promptly entrust another PRC citizen then designated by the WFOE to exercise the above Entrusted Rights, and once new entrustment is made, the original entrustment shall be replaced. The Shareholder Existing Shareholders 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 Existing Shareholders acknowledge and assumes assume relevant liabilities for any legal consequences of the Entrusted Person’s exercise of the foregoing Entrusted Rights.
1.3 The Shareholder Existing Shareholders hereby acknowledges acknowledge that the Entrusted Person is not required to seek advice from the Shareholder Existing Shareholders prior to the exercise of the foregoing Entrusted Rights. However, the Entrusted Person shall inform the Shareholder Existing Shareholders in a timely manner of any resolution or any proposal on convening interim shareholders’ meeting after such resolution or proposal is made.
Appears in 1 contract
Samples: Shareholder Voting Rights Proxy Agreement (JOYY Inc.)
Voting Right Entrustment. 1.1 The Shareholder 1. 1The Existing Shareholders hereby irrevocably undertakes undertake 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 the WFOE (hereinafter, the “Entrusted Person”) to exercise on their respective its 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”):
(1a) Proposing to convene and attending shareholders’ meetings of the Company as the representative of the Shareholder Existing Shareholders according to the articles of association of the Company;
(2b) On behalf of the ShareholderExisting Shareholders, 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;
(3c) 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); and
(d) When the Existing Shareholders transfer the shares of the Company held by it, agrees to the transfer of assets of the Company, agrees to reduce capital contributions to the company, or accepts the WFOE or its designated party to subscribe the increased capital of the Company in accordance with the Exclusive Option Agreement signed by the parties on the same date hereof, to sign relevant share transfer agreements, asset transfer agreements (if applicable), capital reduction agreements, capital increase agreements, shareholder decisions and other relevant documents on behalf of the Existing Shareholders, and handle government approval, registration and filing procedure required for such transfer, capital reduction and capital increase. The above authorization and entrustment are granted subject to the status of the Entrusted Person as a PRC citizen and the approval by the WFOE. Upon and only upon written notice of dismissing and replacing the Entrusted Person (s) given by the WFOE to the ShareholderExisting Shareholders, the Shareholder Existing Shareholders shall promptly entrust another PRC citizen then designated by the WFOE to exercise the above Entrusted Rights, and once new entrustment is made, the original entrustment shall be replaced. The Shareholder Existing Shareholders shall not cancel the authorization and entrustment for the Entrusted Person (s) otherwise.
1.2 The 1. 2The 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 Existing Shareholders acknowledge and assumes assume relevant liabilities for any legal consequences of the Entrusted Person’s exercise of the foregoing Entrusted Rights.
1.3 The Shareholder 1. 3The Existing Shareholders hereby acknowledges acknowledge that the Entrusted Person is not required to seek advice from the Shareholder Existing Shareholders prior to the exercise of the foregoing Entrusted Rights. However, the Entrusted Person shall inform the Shareholder Existing Shareholders in a timely manner of any resolution or any proposal on convening interim shareholders’ meeting after such resolution or proposal is made.
Appears in 1 contract
Samples: Shareholder Voting Rights Proxy Agreement (JOYY Inc.)
Voting Right Entrustment. 1.1 The Shareholder hereby irrevocably undertakes to sign that he shall execute a power Power of attorney in Attorney upon the form and substance as set forth in Annex 1 after execution of this Agreement to entrust the individual designated by WFOE Agreement, entrusting Ding Zuyu (Identity Card No.: , hereinafter, the “Entrusted PersonAgent”) to exercise on their respective behalf the following rights they, as the shareholder of the Company, are entitled to under the then Shareholder pursuant to the then-effective articles of association of the Company (collectively, collectively the “Entrusted Rights”):
(1) Proposing to convene and attending Attending shareholders’ meetings of the Company as the representative proxy of the Shareholder according to the articles of association of the CompanyShareholder;
(2) On Exercising voting rights on behalf of the Shareholder, exercising voting rights Shareholder on all issues (including but not limited to appointment and election of the issues needing directors, general managers and other senior management of the Company) required 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 shareholdersmeeting;
(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)Proposing to convene interim shareholders’ meetings;
(4) Exercise other shareholder Any voting rights as specified in of Shareholder stipulated by the PRC Company Law and other laws, and
(5) Other voting rights of Shareholder under the articles of association of the Company (including any such other shareholder voting rights of Shareholder as specified in the amended provided after amendment to such articles of association). .
1.2 The precondition of the above authorization and entrustment are granted subject to is that the status of the Entrusted Person as Agent is a PRC citizen and the approval by WFOEWFOE consents to such authorization and entrustment. Upon When and only upon when a written notice of dismissing and replacing is issued by the Entrusted Person (s) given by WFOE to the ShareholderShareholder with respect to the removal of the Agent, the Shareholder shall promptly immediately revoke the entrustment of the existing Agent hereunder, and entrust another any other PRC citizen then designated by the WFOE to exercise the Entrusted Rights in accordance with this Agreement; the new Power of Attorney shall supersede the previous one once it is executed. Except for the above Entrusted Rights, and once new entrustment is madecircumstances, the original Shareholder shall not revoke the authorization and entrustment to the Agent.
1.3 The Agent shall perform the entrusted obligations lawfully with diligence and duty of care within the authorization scope hereunder and shall be replacedliable to the WFOE. The Shareholder shall not cancel the authorization acknowledge 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 be liable to any legal consequences of arising from the Entrusted PersonAgent’s exercise of the foregoing aforesaid Entrusted Rights.
1.3 1.4 The Shareholder hereby acknowledges that in exercising the aforesaid Entrusted Person Rights, the Agent shall ask the opinions of the WFOE, and prior consultation with the Shareholder is not required to seek advice from the Shareholder prior to the exercise of the foregoing Entrusted Rightsnecessary. However, the Entrusted Person Agent shall inform the Shareholder in a timely manner of any resolution or any proposal on convening an interim shareholders’ meeting after such resolution or proposal is made.
Appears in 1 contract
Samples: Shareholder’s Voting Rights Proxy Agreement (E-House (China) Holdings LTD)