Proxy Agreement
Exhibit 4.28
This Proxy Agreement (this “Agreement”) is entered
into as of June 23, 2006 between the following two parties
in Beijing, PRC.
Party A: Xxxxxx Xxx, a citizen of the
People’s Republic of China (the “PRC”)
Party B: Yazhu Zhang, a citizen of the
People’s Republic of China (the “PRC”)
Party C: Baidu Online Network Technology (Beijing)
Co., Ltd., a wholly foreign-owned enterprise registered in
Beijing, PRC under the laws of the PRC
WHEREAS
1. Party A and Party B jointly established Beijing Perusal
Technology Co., Ltd. (the “Company”) onJune 23,
2006, in which Party A owns 80% of the equity interests
and Party B owns 20% of the equity interests.
2. Party A is willing to entrust the person designated by
Party C with full authority to exercise his shareholder’s
voting right at the Company’s shareholders’ meetings.
3. Party B is willing to entrust the person designated by
Party C with full authority to exercise her shareholder’s
voting right at the Perusal’s shareholders’ meetings.
NOW THEREFORE, the parties agree as follows:
1. Party A hereby agrees to irrevocably entrust the person
designated by Party C to exercise on his behalf all
shareholder’s voting rights and other shareholder’s
rights at the shareholders’ meeting of the Company in
accordance with PRC law and the Company’s articles of
association, including, but not limited to, with respect to the
sale or transfer of all or part of Party A’s equity
interests in the Company and the appointment and election of the
directors and chairman of the Company.
2. Party C agrees to designate a person to accept the
entrustment by Party A pursuant to Article 1 of this Agreement,
and such person shall represent Party A in the exercise of Party
A’s shareholder’s voting rights and other
shareholder’s rights pursuant to this Agreement.
3. Party B hereby agrees to irrevocably entrust the person
designated by Party C to exercise on her behalf all
shareholder’s voting rights and other shareholder’s
rights at the shareholders’ meeting of the Perusal in
accordance with PRC law and the Company’s articles of
association, including, but not limited to, with respect to the
sale or transfer of all or part of Party A’s equity
interests in the Company and the appointment and election of the
directors and chairman of the Company.
4. Party C agrees to designate a person to accept the
entrustment by Party B pursuant to Article 1 of this Agreement,
and such person shall represent Party B in the exercise of Party
B’s shareholder’s voting rights and other
shareholder’s rights pursuant to this Agreement.
5. Party A and Party B hereby acknowledge that, regardless
how their equity interests in the Company will change, they
shall entrust the person designated by Party C with all of their
shareholder’s voting rights and other shareholder’s
rights. If Party A and Party B transfer their equity interests
in the Company to any individual or company, other than
Xxxxx.xxx, Inc., Party C, or the individuals or entities
designated by Party C (each, a “Transferee”), Party A
and Party B shall cause such Transferee to, concurrently with
the execution of the equity transfer documents, sign an
agreement with the same terms and conditions as this Agreement
to entrust the person designated by Party C with the
shareholder’s voting rights and other shareholder’s
rights of the Transferee.
6. Party A and Party B hereby acknowledge that if either
Party A or Party B no longer hold the shares of the Company, the
other Party shall continue to execute this Agreement.
7. Party A and Party B hereby acknowledge that if Party C
withdraws the appointment of the relevant person to whom Party A
and Party B have entrusted their shareholder’s voting
rights and other shareholder’s rights, they will withdraw
their authorization for this person and authorize other persons
designated by Party C to exercise their shareholder’s
voting rights and other shareholder’s rights at the
shareholders’ meeting of the Company.
8. This Agreement shall become effective as of the date it
is duly executed by the parties’ authorized representatives.
9. The term of this Agreement shall be ten (10) years
and may be extended by agreement between the parties upon the
expiration hereof.
10. Any amendment to,
and/or
cancellation of, this Agreement shall be agreed by the parties
in writing.
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Xxxxxx Xxx
|
Signature:
|
/s/ Xxxxxx
Xxx |
Yazhu Zhang
|
Signature:
|
/s/ Yazhu
Zhang |
Baidu Online Network Technology (Beijing) Co., Ltd.
|
Authorized Representative:
|
Xxxxx
Xxxx |
|
Signature:
|
/s/ Xxxxx
Xxxx |
Seal: [Baidu Online Network Technology (Beijing) Co., Ltd. seal]
This Agreement is agreed and accepted by:
Beijing Perusal Technology Co., Ltd.
|
Authorized Representative:
|
Xxxxxx
Xxx |
|
Signature:
|
/s/ Xxxxxx
Xxx |
Seal: [Beijing Perusal Technology Co., Ltd. seal]
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