Common use of Voting Rights Proxy Clause in Contracts

Voting Rights Proxy. 1.1 The Shareholders hereby irrevocably agree that after the Sole Corporation appoint someone other than staff of the Sole Corporation as an Assignee (definite as follows), the Shareholders will execute the Power of Attorney of which the content and format are as stated in Schedule II of this Agreement, authorizing the person designated by the Sole Corporation at that time (the “Assignee”) to, at his own will and discretion and on behalf of the Shareholders, exercise the following rights respectively enjoyed by the Shareholders under the articles of association of the Company then effective. (“Delegated Right”): (1) propose to convene and attend a shareholders meeting of the Company according to the Company’s articles of association as the proxy of each of the Shareholders; (2) exercise the voting rights on behalf of the Shareholders on the matters which are required to be discussed and resolved in the shareholders meeting, including, but not limited to the appointment and election of the directors of the Company and other senior management that should be appointed or dismissed by the Shareholders; (3) exercise other Shareholder’s voting rights under the Company’s article of association (including any other voting right of the Shareholders specified after the modification of such article of association). 1.2 The above-mentioned authorization and delegation shall subject to the condition that the Assignee is a Chinese and the Sole Corporation agrees with such authorization and delegation. The Assignee has the right to recommit. In terms of the above-mentioned matters, the Assignee may recommit other person or entity to handle such matters by neither sending prior notice to relevant shareholders nor obtaining the consent from relevant shareholders. When and only when the Sole Corporation sends a written notice to the Shareholders to dismiss or replace the Assignee, the Shareholders shall immediately authorize another Chinese person designated by the Sole Corporation to exercise such right. The new appointment shall replace the former one immediately upon execution and except for such situation, the Shareholders shall not revoke the delegation and authorization to the Assignee. 1.3 The Assignee shall prudently and diligently perform the Delegated Right within the scope of authorization specified in this Agreement. The Shareholders agree to recognize and be responsible for the corresponding liability of any legal consequence caused by the Assignee exercising the above-mentioned Delegated Right. 1.4 The Shareholders hereby confirm that the Assignee may exercise such Delegated Right without asking for the Shareholders’ opinion in advance. However, the Assignee shall inform the Shareholders in time of the resolutions or proposals of convening temporary shareholders meeting are made. 1.5 The Shareholders hereby confirm that any action taken by the Assignee shall be deemed as an action of the Shareholders, and any documents or materials executed by the Assignee shall be deemed dully executed by the Shareholders with an authentic intention to do so.

Voting Rights Proxy. 1.1 The Shareholders hereby irrevocably agree that after the Sole Corporation appoint appoints someone other than staff of the Sole Corporation as an Assignee (definite as follows), the Shareholders will execute the Power of Attorney Attorney, the contents and format of which the content and format are as stated in Schedule II of this Agreement, authorizing the person designated by the Sole Corporation at that time (the “Assignee”) to, at his own will and discretion and on behalf of the Shareholders, exercise the following rights respectively enjoyed by the Shareholders under the articles of association of the Company then effective. (“Delegated Right”): (1) propose to convene and attend a shareholders meeting of the Company according to the Company’s articles of association as the proxy of each of the Shareholders; (2) exercise the voting rights on behalf of the Shareholders on the matters which are required to be discussed and resolved in the shareholders meeting, including, but not limited to the appointment and election of the directors of the Company and other senior management that should be appointed or dismissed by the Shareholders; (3) exercise other Shareholder’s Shareholders’ voting rights under the Company’s article of association (including any other voting right of the Shareholders specified after the modification of such article of association). 1.2 The above-mentioned authorization and delegation shall be subject to the condition that the Assignee is a Chinese and that the Sole Corporation agrees with such an authorization and delegation. The Assignee has the right to recommit. In terms of the above-mentioned matters, the Assignee may recommit other person or entity to handle such matters by neither sending matters. There is no need for the Assignee to send prior notice to relevant shareholders nor obtaining and to obtain the consent from of relevant shareholders. When and only when the Sole Corporation sends a written notice to the Shareholders to dismiss or replace the Assignee, the Shareholders shall immediately authorize another Chinese person designated by the Sole Corporation to exercise such right. The new appointment shall replace the former one immediately upon execution and except for such situation, the Shareholders shall not revoke the delegation and authorization to the Assignee. 1.3 The Assignee shall prudently and diligently perform the Delegated Right within the scope of authorization specified in this Agreement. The Shareholders agree to recognize and be responsible for the corresponding liability of any legal consequence caused by liability arising from the Assignee exercising Assignee’s exercise of the above-mentioned Delegated Right. 1.4 The Shareholders hereby confirm that the Assignee may exercise such Delegated Right without asking for the Shareholders’ opinion in advance. However, the Assignee shall timely inform the Shareholders in time of the resolutions or proposals of for convening temporary shareholders meeting meetings are made. 1.5 The Shareholders hereby confirm that any action taken by the Assignee shall be deemed as an action of the Shareholders, and any documents or materials executed by the Assignee shall be deemed dully executed by the Shareholders with an authentic intention to do so.

Voting Rights Proxy. 1.1 The Shareholders Shareholder hereby irrevocably agree that after authorizes WFOE or the Sole Corporation appoint someone other than staff of the Sole Corporation as an Assignee (definite as follows), the Shareholders will execute the Power of Attorney of which the content and format are as stated in Schedule II of this Agreement, authorizing the person designee designated by the Sole Corporation at that time WFOE (the “AssigneeDesignee”) toat its sole discretion, at his own will acting on behalf of himself/herself as his/her exclusive agent and discretion attorney with respect to all matters concerning his/her shareholder’s rights as shareholder of Gridsum Holdco, to exercise including without limitation the following rights (the “Entrusted Rights”) during the term of this Agreement pursuant to the then valid and effective article of association of Gridsum Holdco: (a) to propose, convene and attend shareholders meetings of Gridsum Holdco as his/her proxy; (b) Exercising all the shareholder’s voting rights on behalf of the ShareholdersShareholder with respect to any matter subject to the discussion and resolutions of the shareholders under PRC laws or the articles of association of Gridsum Holdco, exercise including but not limited to the following rights respectively enjoyed sales, transfer, pledge or disposition of his/her equity interest in Gridsum Holdco in part or in whole, and the designation and election on behalf of him/her the legal representative, the director, the supervisor, the chief executive officer and other senior management members of Gridsum Holdco to be appointed and removed by the Shareholders shareholders of Gridsum Holdco; (c) Other shareholder’s voting rights he/she is entitled to under the PRC laws (including the amendments, revisions, supplementary and re-constituted rules of such PRC laws, regardless of which comes into effect after or has taken into effect before the date hereof); and (d) Other shareholder’s voting rights entitled to under the articles of association of Gridsum Holdco, including those provided in the Company then effective. (“Delegated Right”): (1) propose to convene and attend a shareholders meeting of the Company according amendments to the Company’s articles of association as the proxy of each of the Shareholders; (2) exercise the voting rights on behalf of the Shareholders on the matters which are required to be discussed and resolved in the shareholders meeting, including, but not limited to the appointment and election of the directors of the Company and other senior management that should be appointed or dismissed by the Shareholders; (3) exercise other Shareholder’s voting rights under the Company’s article of association (including any other voting right of the Shareholders specified after the modification of such article of association)Gridsum Holdco. 1.2 The above-mentioned authorization and delegation Designee shall subject to the condition that the Assignee is a Chinese and the Sole Corporation agrees with such authorization and delegation. The Assignee has the right to recommit. In terms of the above-mentioned matters, the Assignee may recommit other person or entity to handle such matters by neither sending prior notice to relevant shareholders nor obtaining the consent from relevant shareholders. When and only when the Sole Corporation sends a written notice to the Shareholders to dismiss or replace the Assignee, the Shareholders shall immediately authorize another Chinese person designated by the Sole Corporation to exercise such right. The new appointment shall replace the former one immediately upon execution and except for such situation, the Shareholders shall not revoke the delegation and authorization to the Assignee. 1.3 The Assignee shall prudently and diligently perform the Delegated Right Entrusted Rights within the scope of authorization specified entrustment in this Agreement. The Shareholders agree to recognize due care and be responsible prudence and in compliance with laws; the Shareholder acknowledges and assumes relevant liabilities for the corresponding liability of any legal consequence caused by the Assignee exercising the above-mentioned Delegated Right. 1.4 The Shareholders hereby confirm that the Assignee may exercise such Delegated Right without asking for the Shareholders’ opinion in advance. However, the Assignee shall inform the Shareholders in time consequences of the resolutions or proposals of convening temporary shareholders meeting are made. 1.5 The Shareholders hereby confirm that any action taken by the Assignee shall be deemed as an action Designee’s exercise of the Shareholders, and any documents or materials executed by the Assignee shall be deemed dully executed by the Shareholders with an authentic intention to do soforegoing Entrusted Rights.

Voting Rights Proxy. 1.1 The Shareholders Shareholder hereby irrevocably agree that after authorizes WFOE or the Sole Corporation appoint someone other than staff of the Sole Corporation as an Assignee (definite as follows), the Shareholders will execute the Power of Attorney of which the content and format are as stated in Schedule II of this Agreement, authorizing the person designee designated by the Sole Corporation at that time WFOE (the “AssigneeDesignee”) toat its sole discretion, at his own will acting on behalf of itself as its exclusive agent and discretion attorney with respect to all matters concerning its shareholder’s rights as shareholder of Gridsum Holdco, to exercise including without limitation the following rights (the “Entrusted Rights”) during the term of this Agreement pursuant to the then valid and effective article of association of Gridsum Holdco: (a) to propose, convene and attend shareholders meetings of Gridsum Holdco as its proxy; (b) Exercising all the shareholder’s voting rights on behalf of the ShareholdersShareholder with respect to any matter subject to the discussion and resolutions of the shareholders under PRC laws or the articles of association of Gridsum Holdco, exercise including but not limited to the following rights respectively enjoyed sales, transfer, pledge or disposition of its equity interest in Gridsum Holdco in part or in whole, and the designation and election on behalf of it the legal representative, the director, the supervisor, the chief executive officer and other senior management members of Gridsum Holdco to be appointed and removed by the Shareholders shareholders of Gridsum Holdco; (c) Other shareholder’s voting rights it is entitled to under the PRC laws (including the amendments, revisions, supplementary and re-constituted rules of such PRC laws, regardless of which comes into effect after or has taken into effect before the date hereof); and (d) Other shareholder’s voting rights entitled to under the articles of association of Gridsum Holdco, including those provided in the Company then effective. (“Delegated Right”): (1) propose to convene and attend a shareholders meeting of the Company according amendments to the Company’s articles of association as the proxy of each of the Shareholders; (2) exercise the voting rights on behalf of the Shareholders on the matters which are required to be discussed and resolved in the shareholders meeting, including, but not limited to the appointment and election of the directors of the Company and other senior management that should be appointed or dismissed by the Shareholders; (3) exercise other Shareholder’s voting rights under the Company’s article of association (including any other voting right of the Shareholders specified after the modification of such article of association)Gridsum Holdco. 1.2 The above-mentioned authorization and delegation Designee shall subject to the condition that the Assignee is a Chinese and the Sole Corporation agrees with such authorization and delegation. The Assignee has the right to recommit. In terms of the above-mentioned matters, the Assignee may recommit other person or entity to handle such matters by neither sending prior notice to relevant shareholders nor obtaining the consent from relevant shareholders. When and only when the Sole Corporation sends a written notice to the Shareholders to dismiss or replace the Assignee, the Shareholders shall immediately authorize another Chinese person designated by the Sole Corporation to exercise such right. The new appointment shall replace the former one immediately upon execution and except for such situation, the Shareholders shall not revoke the delegation and authorization to the Assignee. 1.3 The Assignee shall prudently and diligently perform the Delegated Right Entrusted Rights within the scope of authorization specified entrustment in this Agreement. The Shareholders agree to recognize due care and be responsible prudence and in compliance with laws; the Shareholder acknowledges and assumes relevant liabilities for the corresponding liability of any legal consequence caused by the Assignee exercising the above-mentioned Delegated Right. 1.4 The Shareholders hereby confirm that the Assignee may exercise such Delegated Right without asking for the Shareholders’ opinion in advance. However, the Assignee shall inform the Shareholders in time consequences of the resolutions or proposals of convening temporary shareholders meeting are made. 1.5 The Shareholders hereby confirm that any action taken by the Assignee shall be deemed as an action Designee’s exercise of the Shareholders, and any documents or materials executed by the Assignee shall be deemed dully executed by the Shareholders with an authentic intention to do soforegoing Entrusted Rights.

Voting Rights Proxy. 1.1 The Shareholders Each Shareholder hereby irrevocably agree that after undertakes to execute a power of attorney in the Sole Corporation appoint someone other than staff form and substance of the Sole Corporation as an Assignee (definite as follows), the Shareholders will execute the Power of Attorney of which the content and format are as stated in Schedule II of I hereto upon entry into this Agreement, authorizing the person and each Shareholder shall empower an individual(s) then designated by the Sole Corporation at that time WFOE and approved by the Cayman Company (the “AssigneeProxy”) to), at his own will and discretion and to exercise on behalf of such Shareholder in a manner consented to by the Shareholders, exercise Cayman Company the following rights respectively enjoyed such Shareholder shall be entitled to in its capacity as a shareholder of the Company in accordance with then effective articles of association of the Company (collectively the “Proxy Rights”): (1) to propose the convening of, and attend, as Proxy of the Shareholder, the shareholders’ meetings of the Company in accordance with the articles of association of the Company; (2) to exercise voting rights on behalf of each Shareholder in respect of all matters to be deliberated and resolved upon by the Shareholders shareholders’ meetings, including but not limited to the following: (a) to designate and elect the Company’s directors and other senior management to be appointed and removed by the shareholders, (b) to propose and resolve upon the dissolution or liquidation of the Company in accordance with the procedures specified by the Company’s articles of association, (c) to dispose of or transfer the Company’s assets, or transfer on behalf of each Shareholder all or part of its equity interest in the Company; (3) to exercise other shareholder voting rights under the articles of association of the Company then effective. (“Delegated Right”): (1) propose to convene and attend a shareholders meeting of the Company according to the Company’s articles of association as the proxy of each of the Shareholders; (2) exercise the voting rights on behalf of the Shareholders on the matters which are required to be discussed and resolved in the shareholders meeting, including, but not limited to the appointment and election of the directors of the Company and other senior management that should be appointed or dismissed by the Shareholders; (3) exercise other Shareholder’s voting rights under the Company’s article of association (including any such other shareholder voting right rights as may be prescribed by amendments thereto). The foregoing grant of powers and entrustment is conditional upon the Shareholders specified after the modification of such article of association). 1.2 The above-mentioned authorization and delegation shall subject to the condition that the Assignee is Proxy being a Chinese PRC citizen and the Sole Corporation agrees with WFOE and the Cayman Company consenting to such authorization grant of powers and delegationentrustment. The Assignee has With the Cayman Company’s consent, the WFOE shall have the right to recommitreplace the aforesaid Proxy at any time. In terms of the above-mentioned matters, the Assignee may recommit other person or entity to handle such matters by neither sending prior notice to relevant shareholders nor obtaining the consent from relevant shareholders. When If and only when if the Sole Corporation sends WFOE has given the Shareholders a written notice requesting to the Shareholders to dismiss or remove and replace the AssigneeProxy, the Shareholders shall immediately authorize another Chinese person appoint such other PRC citizen as designated by the Sole Corporation WFOE and approved by the Cayman Company to exercise the aforesaid Proxy Rights; and once made, such rightnew grant of powers and entrustment shall immediately supersede the original authorization and entrustment. Except in accordance with the foregoing, the authorization and entrustment granted to the Proxy shall not be revoked by the Shareholders. 1.2 The new appointment Proxy shall replace act with care and diligence and lawfully fulfil the former one immediately upon execution and except for such situation, entrusted obligations with the scope of the authorization hereunder; the Shareholders shall not revoke each accept, and bear legal liabilities for, any legal consequences arising from the delegation and authorization to the AssigneeProxy’s exercise of aforesaid Proxy Rights. 1.3 The Assignee shall prudently and diligently perform the Delegated Right within the scope of authorization specified in this Agreement. The Shareholders agree to recognize and be responsible for the corresponding liability of any legal consequence caused by the Assignee exercising the above-mentioned Delegated Right. 1.4 The Shareholders hereby confirm that the Assignee may exercise such Delegated Right without asking for Proxy shall not be required to solicit the Shareholders’ opinion in advance. However, the Assignee shall inform opinions of the Shareholders in time of before it exercises the resolutions aforesaid Proxy Rights, provided that the Proxy shall keep the Shareholders timely informed if any resolution has been adopted or proposals of convening temporary shareholders any proposal to convene an extraordinary shareholders’ meeting are has been made. 1.5 The Shareholders hereby confirm that any action taken by the Assignee shall be deemed as an action of the Shareholders, and any documents or materials executed by the Assignee shall be deemed dully executed by the Shareholders with an authentic intention to do so.

Voting Rights Proxy. 1.1 The Shareholders Each Shareholder hereby irrevocably agree that after undertakes to execute a power of attorney in the Sole Corporation appoint someone other than staff form and substance of the Sole Corporation as an Assignee (definite as follows), the Shareholders will execute the Power of Attorney of which the content and format are as stated in Schedule II of I hereto upon entry into this Agreement, authorizing the person and each Shareholder shall empower an individual(s) then designated by the Sole Corporation at that time WFOE and approved by the Cayman Company (the “AssigneeProxy”) to), at his own will and discretion and to exercise on behalf of such Shareholder in a manner consented to by the Shareholders, exercise Cayman Company the following rights respectively enjoyed such Shareholder shall be entitled to in its capacity as a shareholder of the Company in accordance with then effective articles of association of the Company (collectively the “Proxy Rights”): (1) to propose the convening of, and attend, as Proxy of the Shareholder, the shareholders’ meetings of the Company in accordance with the articles of association of the Company; ​ (2) to exercise voting rights on behalf of each Shareholder in respect of all matters to be deliberated and resolved upon by the Shareholders shareholders’ meetings, including but not limited to the following: (a) to designate and elect the Company’s directors and other senior management to be appointed and removed by the shareholders, (b) to propose and resolve upon the dissolution or liquidation of the Company in accordance with the procedures specified by the Company’s articles of association, (c) to dispose of or transfer the Company’s assets, or transfer on behalf of each Shareholder all or part of its equity interest in the Company; (3) to exercise other shareholder voting rights under the articles of association of the Company then effective. (“Delegated Right”): (1) propose to convene and attend a shareholders meeting of the Company according to the Company’s articles of association as the proxy of each of the Shareholders; (2) exercise the voting rights on behalf of the Shareholders on the matters which are required to be discussed and resolved in the shareholders meeting, including, but not limited to the appointment and election of the directors of the Company and other senior management that should be appointed or dismissed by the Shareholders; (3) exercise other Shareholder’s voting rights under the Company’s article of association (including any such other shareholder voting right rights as may be prescribed by amendments thereto). The foregoing grant of powers and entrustment is conditional upon the Shareholders specified after the modification of such article of association). 1.2 The above-mentioned authorization and delegation shall subject to the condition that the Assignee is Proxy being a Chinese PRC citizen and the Sole Corporation agrees with WFOE and the Cayman Company consenting to such authorization grant of powers and delegationentrustment. The Assignee has With the Cayman Company’s consent, the WFOE shall have the right to recommitreplace the aforesaid Proxy at any time. In terms of the above-mentioned matters, the Assignee may recommit other person or entity to handle such matters by neither sending prior notice to relevant shareholders nor obtaining the consent from relevant shareholders. When If and only when if the Sole Corporation sends WFOE has given the Shareholders a written notice requesting to the Shareholders to dismiss or remove and replace the AssigneeProxy, the Shareholders shall immediately authorize another Chinese person appoint such other PRC citizen as designated by the Sole Corporation WFOE and approved by the Cayman Company to exercise the aforesaid Proxy Rights; and once made, such rightnew grant of powers and entrustment shall immediately supersede the original authorization and entrustment. Except in accordance with the foregoing, the authorization and entrustment granted to the Proxy shall not be revoked by the Shareholders. 1.2 The new appointment Proxy shall replace act with care and diligence and lawfully fulfil the former one immediately upon execution and except for such situation, entrusted obligations with the scope of the authorization hereunder; the Shareholders shall not revoke each accept, and bear legal liabilities for, any legal consequences arising from the delegation and authorization to the AssigneeProxy’s exercise of aforesaid Proxy Rights. 1.3 The Assignee shall prudently and diligently perform the Delegated Right within the scope of authorization specified in this Agreement. The Shareholders agree to recognize and be responsible for the corresponding liability of any legal consequence caused by the Assignee exercising the above-mentioned Delegated Right. 1.4 The Shareholders hereby confirm that the Assignee may exercise such Delegated Right without asking for Proxy shall not be required to solicit the Shareholders’ opinion in advance. However, the Assignee shall inform opinions of the Shareholders in time of before it exercises the resolutions aforesaid Proxy Rights, provided that the Proxy shall keep the Shareholders timely informed if any resolution has been adopted or proposals of convening temporary shareholders any proposal to convene an extraordinary shareholders’ meeting are has been made. 1.5 The Shareholders hereby confirm that any action taken by the Assignee shall be deemed as an action of the Shareholders, and any documents or materials executed by the Assignee shall be deemed dully executed by the Shareholders with an authentic intention to do so.

Voting Rights Proxy. 1.1 The Shareholders hereby irrevocably agree undertake that after the Sole Corporation appoint someone other than staff of the Sole Corporation as an Assignee (definite as follows), the Shareholders they will execute the Power of Attorney of which respectively after the content and format are as stated in Schedule II execution of this Agreement, authorizing to appoint the person individual designated by the Sole Corporation Dayin Technology at that time (hereinafter referred to the “Assignee”) to, at his own will and discretion and on behalf of the Shareholders, exercise the following rights respectively enjoyed 2/7 by the Shareholders under the articles of association of the Company Zhaoyan Technology then effective. effective (“Delegated RightRights”): (1) propose to convene and attend a shareholders meeting shareholders’ meetings of the Company Zhaoyan Technology according to the CompanyZhaoyan Technology’s articles of association as the proxy of each of the Shareholders;Shareholders/ (2) exercise the voting rights on behalf of the Shareholders on all the matters which are required to be discussed and resolved in at Zhaoyan Technology’s shareholders’ meetings, including without limitation the shareholders meetingappointment, including, but not limited to the appointment election and election removal of the directors and supervisors of Zhaoyan Technology, the Company decision to appoint or remove the general manager, vice-general manager, chief financial officer and other senior management that should be appointed or dismissed by the Shareholders; (3) exercise other Shareholder’s voting rights under the Company’s article of association (including any other voting right of the Shareholders specified after the modification of such article of association). 1.2 management. The above-mentioned authorization and delegation shall subject to the condition that is conditional upon the Assignee is being a Chinese citizen and the Sole Corporation agrees with Dayin Technology consenting to such authorization and delegation. The Assignee has the right to recommit. In terms of the above-mentioned matters, the Assignee may recommit other person or entity to handle such matters by neither sending prior notice to relevant shareholders nor obtaining the consent from relevant shareholders. When and only when the Sole Corporation sends Dayin Technology gives a written notice to the Shareholders to dismiss or replace the Assignee, the Shareholders shall immediately authorize another such other Chinese person citizen designated by the Sole Corporation Dayin Technology at that time to exercise such rightthe Delegated Right. The new appointment and authorization shall replace the former one supersede, immediately upon execution and except for such its grant, the original one. Other than the forgoing situation, the Shareholders shall not revoke the delegation and authorization accorded to the Assignee. 1.3 1.2 The Assignee shall prudently and diligently perform the Delegated Right within the scope of authorization specified in this Agreement. The Shareholders agree to recognize acknowledge, and be responsible assume liability for the corresponding liability of any legal consequence caused by arising out of the Assignee Assignee’s exercising the above-mentioned Delegated Right. 1.4 1.3 The Shareholders hereby confirm acknowledge that the Assignee may exercise such Delegated Right without asking for will not be required to solicit the Shareholders’ opinion in advance. However, advance when exercising the Delegated Right provided that the Assignee shall promptly inform the Shareholders in time of the resolutions adopted or the proposals for convening temporary shareholders’ meetings after such resolutions or proposals of convening temporary shareholders meeting are made. 1.5 The 1.4 Zhaoyan Technology and the Shareholders hereby confirm that any action taken agree to accept the proposals made by Dayin Technology and the Assignee shall be deemed as an action in relation to hiring and dismissal of the Shareholdersemployees, daily operation management and any documents or materials executed by the Assignee shall be deemed dully executed by the Shareholders with an authentic intention financial management system from time to do sotime and execute such proposals strictly.

Voting Rights Proxy. 1.1 The Shareholders Each Shareholder hereby irrevocably agree that after undertakes to execute a power of attorney in the Sole Corporation appoint someone other than staff form and substance of the Sole Corporation as an Assignee (definite as follows), the Shareholders will execute the Power of Attorney of which the content and format are as stated in Schedule II of I hereto upon entry into this Agreement, authorizing the person and each Shareholder shall empower an individual(s) then designated by the Sole Corporation at that time WFOE and approved by the Cayman Company (the “AssigneeProxy”) to), at his own will and discretion and to exercise on behalf of such Shareholder in a manner consented to by the Shareholders, exercise Cayman Company the following rights respectively enjoyed such Shareholder shall be entitled to in its capacity as a shareholder of the Company in accordance with then effective articles of association of the Company (collectively the “Proxy Rights”): (1) to propose the convening of, and attend, as Proxy of the Shareholder, the shareholders’ meetings of the Company in accordance with the articles of association of the Company; ​ ​ ​ (2) to exercise voting rights on behalf of each Shareholder in respect of all matters to be deliberated and resolved upon by the Shareholders shareholders’ meetings, including but not limited to the following: (a) to designate and elect the Company’s directors and other senior management to be appointed and removed by the shareholders, (b) to propose and resolve upon the dissolution or liquidation of the Company in accordance with the procedures specified by the Company’s articles of association, (c) to dispose of or transfer the Company’s assets, or transfer on behalf of each Shareholder all or part of its equity interest in the Company; (3) to exercise other shareholder voting rights under the articles of association of the Company then effective. (“Delegated Right”): (1) propose to convene and attend a shareholders meeting of the Company according to the Company’s articles of association as the proxy of each of the Shareholders; (2) exercise the voting rights on behalf of the Shareholders on the matters which are required to be discussed and resolved in the shareholders meeting, including, but not limited to the appointment and election of the directors of the Company and other senior management that should be appointed or dismissed by the Shareholders; (3) exercise other Shareholder’s voting rights under the Company’s article of association (including any such other shareholder voting right rights as may be prescribed by amendments thereto). The foregoing grant of powers and entrustment is conditional upon the Shareholders specified after the modification of such article of association). 1.2 The above-mentioned authorization and delegation shall subject to the condition that the Assignee is Proxy being a Chinese PRC citizen and the Sole Corporation agrees with WFOE and the Cayman Company consenting to such authorization grant of powers and delegationentrustment. The Assignee has With the Cayman Company’s consent, the WFOE shall have the right to recommitreplace the aforesaid Proxy at any time. In terms of the above-mentioned matters, the Assignee may recommit other person or entity to handle such matters by neither sending prior notice to relevant shareholders nor obtaining the consent from relevant shareholders. When If and only when if the Sole Corporation sends WFOE has given the Shareholders a written notice requesting to the Shareholders to dismiss or remove and replace the AssigneeProxy, the Shareholders shall immediately authorize another Chinese person appoint such other PRC citizen as designated by the Sole Corporation WFOE and approved by the Cayman Company to exercise the aforesaid Proxy Rights; and once made, such rightnew grant of powers and entrustment shall immediately supersede the original authorization and entrustment. Except in accordance with the foregoing, the authorization and entrustment granted to the Proxy shall not be revoked by the Shareholders. 1.2 The new appointment Proxy shall replace act with care and diligence and lawfully fulfil the former one immediately upon execution and except for such situation, entrusted obligations with the scope of the authorization hereunder; the Shareholders shall not revoke each accept, and bear legal liabilities for, any legal consequences arising from the delegation and authorization to the AssigneeProxy’s exercise of aforesaid Proxy Rights. 1.3 The Assignee shall prudently and diligently perform the Delegated Right within the scope of authorization specified in this Agreement. The Shareholders agree to recognize and be responsible for the corresponding liability of any legal consequence caused by the Assignee exercising the above-mentioned Delegated Right. 1.4 The Shareholders hereby confirm that the Assignee may exercise such Delegated Right without asking for Proxy shall not be required to solicit the Shareholders’ opinion in advance. However, the Assignee shall inform opinions of the Shareholders in time of before it exercises the resolutions aforesaid Proxy Rights, provided that the Proxy shall keep the Shareholders timely informed if any resolution has been adopted or proposals of convening temporary shareholders any proposal to convene an extraordinary shareholders’ meeting are has been made. 1.5 The Shareholders hereby confirm that any action taken by the Assignee shall be deemed as an action of the Shareholders, and any documents or materials executed by the Assignee shall be deemed dully executed by the Shareholders with an authentic intention to do so.