Common use of Voting Rights Entrustment Clause in Contracts

Voting Rights Entrustment. 1.1 The Shareholders each hereby irrevocably authorize, in respect of all their equity interests in the Company, the WFOE or the person then designated by the WFOE (“Proxy”) to exercise on their behalf and at the Proxy’s own discretion the following rights they are respectively entitled to as shareholders of the Company and in accordance with the then effective articles of association of the Company (“Proxy Rights”), and undertake to immediately and respectively execute a Power of Attorney in the form and substance of Schedule 2 to this Agreement immediately after the WFOE’s designation of other person other than the WFOE as the Proxy: 1.1.1 as the proxy of each Shareholder, proposing to convene and attending the shareholders’ meetings in accordance with the articles of association of the Company; 1.1.2 on behalf of each Shareholder, exercising voting rights on all issues required to be discussed and resolved by the shareholders’ meeting, including without limitation the appointment and election of the Company’s directors and other senior management who shall be appointed and removed by the shareholders, the sale or transfer of all or part of the Shareholder’s equity interests in the Company; 1.1.3 as the proxy of each Shareholder and on behalf of such Shareholder, executing any document (including any necessary documents to be executed by and among relevant parties for transfer in accordance with the Exclusive Purchase Right Agreement and Equity Pledge Agreement (including any amendment, supplement or restatement thereto from time to time) or disposal of equity interests in other manner) that the Shareholder is entitled to execute as a shareholder, and handling any required governmental approval, registration, filing and other procedures; 1.1.4 other shareholders’ voting rights under the articles of association of the Company (including any other shareholders’ voting rights stipulated after an amendment to such articles of association); 1.1.5 other shareholders’ voting rights entitled to the Shareholders under the laws and regulations of the People’s Republic of China (including the contents thereof as modified, amended, supplemented or reenacted, effective before or after the date of this Agreement). The Proxy has the right to sub-entrust and is entitled to sub-entrust other individual or entity regarding the handling of the aforesaid issues without prior notice to or prior consent of the relevant Shareholder. When and only when the WFOE issues a written notice to each Shareholder to replace the Proxy, each Shareholder shall immediately appoint the other Proxy then appointed by the WFOE to exercise the aforesaid Proxy Rights, and the new entrustment, once made, will replace the original entrustment, and each Shareholder shall respectively execute a power of attorney in the form and substance attached to this Agreement as Schedule 2 to the Proxy newly appointed by the WFOE; other than the aforesaid, each Shareholder shall not revoke the entrustment and authorization granted to the Proxy. 1.2 The WFOE will cause the Proxy to carefully and diligently perform the entrusted duties within the scope of authorization under this Agreement in accordance with relevant laws; all the documents executed by the Proxy on the aforesaid issues shall be deemed as executed by each Shareholder themselves; each Shareholder acknowledges and assumes corresponding liabilities for any legal consequences arising out of the exercise of the aforesaid Proxy Rights by the Proxy. 1.3 Each Shareholder hereby acknowledges that the Proxy is not required to seek the opinions of each Shareholder when exercising the aforesaid Proxy Rights, provided that the Proxy shall timely inform each Shareholder after each resolution or proposal of convening an extraordinary shareholders’ meeting is made. The Proxy shall provide the relevant minutes of the meetings and resolutions to the Shareholders after such shareholders’ meetings or the adoption of such resolutions. 1.4 Each Shareholder hereby undertakes that after the execution of this Agreement, they will authorize the Proxy to exercise all shareholders’ rights entitled to them, regardless of any change in their proportions of shareholding in the Company, and they shall not exercise the Proxy Rights on their own without prior written consent of the WFOE.

Voting Rights Entrustment. 1.1 The Shareholders each hereby irrevocably authorize, in respect of all their equity interests in the Company, the WFOE or the person then designated by the WFOE (“Proxy”) to exercise on their behalf and at the Proxy’s own discretion the following rights they are respectively entitled to as shareholders of the Company and in accordance with the then effective articles of association of the Company (“Proxy Rights”), and undertake to immediately and respectively execute a Power power of Attorney attorney in the form and substance of Schedule 2 to this Agreement immediately after the WFOE’s designation of other person other than the WFOE as the Proxy: 1.1.1 as the proxy of each Shareholder, proposing to convene and attending the shareholders’ meetings in accordance with the articles of association of the Company; 1.1.2 on behalf of each Shareholder, exercising voting rights on all issues required to be discussed and resolved by the shareholders’ meeting, including without limitation the appointment and election of the Company’s directors and other senior management who shall be appointed and removed by the shareholders, and the sale or transfer of all or part of the Shareholder’s equity interests in the Company; 1.1.3 as the proxy of each Shareholder and on behalf of such Shareholder, executing any document (including any necessary documents to be executed by and among relevant parties for transfer in accordance with the Exclusive Purchase Right Agreement and Equity Pledge Agreement (including any amendment, supplement or restatement thereto from time to time) or disposal of equity interests in other mannermanner ) that the Shareholder is entitled to execute as a shareholder, and handling any required governmental approval, registration, filing and other procedures; 1.1.4 other shareholders’ voting rights under the articles of association of the Company (including any other shareholders’ voting rights stipulated after an amendment to such articles of association); 1.1.5 other shareholders’ voting rights entitled to the Shareholders under the laws and regulations of the People’s Republic of China (including the contents thereof as modified, amended, supplemented or reenacted, effective before or after the date of this Agreement). The Proxy has the right to sub-entrust and is entitled to sub-entrust other individual or entity regarding the handling of the aforesaid issues without prior notice to or prior consent of the relevant Shareholder. When and only when the WFOE issues a written notice to each Shareholder to replace the Proxy, each Shareholder shall immediately appoint the other Proxy then appointed by the WFOE to exercise the aforesaid Proxy Rights, and the new entrustment, once made, will replace the original entrustmententrustment , and each Shareholder the Shareholders shall respectively execute a power of attorney in the form and substance attached to this Agreement as Schedule 2 to the Proxy newly appointed by the WFOE; other than the aforesaid, each Shareholder shall not revoke the entrustment and authorization granted to the Proxy. 1.2 The WFOE will cause the Proxy to carefully and diligently perform the entrusted duties within the scope of authorization under this Agreement in accordance with relevant laws; all the documents executed by the Proxy on the aforesaid issues shall be deemed as executed by each Shareholder each themselves; each Shareholder acknowledges and assumes corresponding liabilities for for, any legal consequences arising out of the exercise of the aforesaid Proxy Rights by the Proxy. 1.3 Each Shareholder hereby acknowledges that the Proxy is not required to seek the opinions of each Shareholder when exercising the aforesaid Proxy Rights, provided that the Proxy shall timely inform each Shareholder after each resolution or proposal of convening an extraordinary extraodinary shareholders’ meeting is made. The Proxy shall provide the relevant minutes of the meetings and resolutions to the Shareholders after such shareholders’ meetings or the adoption of such resolutions. 1.4 Each Shareholder hereby undertakes undertake that after the execution of this Agreement, they will authorize the Proxy to exercise all shareholders’ rights entitled to them, regardless of any change in their proportions of shareholding in the Company, and they shall not exercise the Proxy Rights on their own without prior written consent of the WFOE.

Voting Rights Entrustment. 1.1 The Shareholders each hereby irrevocably authorize, in respect of all their equity interests in the Company, the WFOE or the person then designated by the WFOE (“Proxy”) to exercise on their behalf and at the Proxy’s own discretion the following rights they are respectively entitled to as shareholders of the Company and in accordance with the then effective articles of association of the Company (“Proxy Rights”), and undertake to immediately and respectively execute a Power of Attorney in the form and substance of Schedule 2 to this Agreement immediately after the WFOE’s designation of other person other than the WFOE as the Proxy: 1.1.1 as the proxy of each Shareholder, proposing to convene and attending the shareholders’ meetings in accordance with the articles of association of the Company; 1.1.2 on behalf of each Shareholder, exercising voting rights on all issues required to be discussed and resolved by the shareholders’ meeting, including without limitation the appointment and election of the Company’s directors and other senior management who shall be appointed and removed by the shareholders, and the sale or transfer of all or part of the Shareholder’s equity interests in the Company; 1.1.3 as the proxy of each Shareholder and on behalf of such Shareholder, executing any document (including any necessary documents to be executed by and among relevant parties for transfer in accordance with the Exclusive Purchase Right Agreement and Equity Pledge Agreement (including any amendment, supplement or restatement thereto from time to time) or disposal of equity interests in other mannermanner ) that the Shareholder is entitled to execute as a shareholder, and handling any required governmental approval, registration, filing and other procedures; 1.1.4 other shareholders’ voting rights under the articles of association of the Company (including any other shareholders’ voting rights stipulated after an amendment to such articles of association); 1.1.5 other shareholders’ voting rights entitled to the Shareholders under the laws and regulations of the People’s Republic of China (including the contents thereof as modified, amended, supplemented or reenacted, effective before or after the date of this Agreement). The Proxy has the right to sub-entrust and is entitled to sub-entrust other individual or entity regarding the handling of the aforesaid issues without prior notice to or prior consent of the relevant Shareholder. When and only when the WFOE issues a written notice to each Shareholder to replace the Proxy, each Shareholder shall immediately appoint the other Proxy then appointed by the WFOE to exercise the aforesaid Proxy Rights, and the new entrustment, once made, will replace the original entrustment, and each Shareholder shall respectively execute a power of attorney in the form and substance attached to this Agreement as Schedule 2 to the Proxy newly appointed by the WFOE; other than the aforesaid, each Shareholder shall not revoke the entrustment and authorization granted to the Proxy. 1.2 The WFOE will cause the Proxy to carefully and diligently perform the entrusted duties within the scope of authorization under this Agreement in accordance with relevant laws; all the documents executed by the Proxy on the aforesaid issues shall be deemed as executed by each Shareholder themselves; each Shareholder acknowledges and assumes corresponding liabilities for any legal consequences arising out of the exercise of the aforesaid Proxy Rights by the Proxy. 1.3 Each Shareholder hereby acknowledges that the Proxy is not required to seek the opinions of each Shareholder when exercising the aforesaid Proxy Rights, provided that the Proxy shall timely inform each Shareholder after each resolution or proposal of convening an extraordinary shareholders’ meeting is made. The Proxy shall provide the relevant minutes of the meetings and resolutions to the Shareholders after such shareholders’ meetings or the adoption of such resolutions. 1.4 Each Shareholder hereby undertakes that after the execution of this Agreement, they will authorize the Proxy to exercise all shareholders’ rights entitled to them, regardless of any change in their proportions of shareholding in the Company, and they shall not exercise the Proxy Rights on their own without prior written consent of the WFOE.