Voting Rights Proxy Agreement

EXHIBIT 10.12

This Voting Rights Proxy Agreement (the “Agreement”) is made in the People’s Republic of China (“PRC”) on February 24, 2020 by and among the following parties:

Party A:	* (hereinafter “Entrusting Party”)

Address:	[ ]

Party B:	VTV Global Culture Media (Beijing) Co., Ltd
Address:	0 Xxxxxxx Xxxx Xxxx, Xxxxxxxx 0-X, Xxxxx 0000, Xxxxxxxx Xxxxxxxx, Xxxxxxx, PRC

Party C:	Butterfly Effect Culture Media (Beijing) Co., Ltd.

Address:	Jiyi Wenchuang Garden II, Building F16, Gaobeidian Xxxx Xxxx, Chaoyang District, Beijing, PRC 100122

In this Agreement, each of Party A, Party B and Party C shall be referred to as a “Party” respectively, and they shall be collectively referred to as the “Parties”.

Whereas:

The Entrusting Party, a shareholder of Party C, owns 35.02% of the equity interest in Party C in record.

The Entrusting Party is willing to unconditionally entrust Party B or Party B’s designee to vote on his or her behalf at any and all shareholders’ meetings of Party C, and Party B is willing to accept such proxy on behalf of Entrusting Party.

Therefore, the Parties hereby agree as follows:

1	Proxy of Voting Rights

1.1

Entrusting Party hereby irrevocably covenants that, he/she shall execute the Power of Attorney/Irrevocable Proxy (“POA”) set forth in Exhibit A upon signing this Agreement and entrust Party B or Party B’s designee (“Designee”) to exercise all his or her rights as the shareholders of Party C under the Articles of Association of Party C (hereinafter collectively referred to as “Proxy Rights”), including without limitation to:

propose to hold a shareholders’ meeting in accordance with the Articles of Incorporation or the applicable Operating Agreement of Party C and attend shareholders’ meetings of Party C as the agent and attorney of Entrusting Party;

exercise all shareholder’s voting rights with respect to all matters to be discussed and voted in the shareholders’ meeting of Party C, including but not limited to designate and appoint the director, the chief executive officer and other senior management members of Party C;

exercise other voting rights the shareholders are entitled to under the laws of China promulgated from time to time; and

exercise other voting rights the shareholders are entitled to under the Articles of Association or applicable Operating Agreement of Party C amended from time to time;

Party B hereby agrees to accept such proxy as set forth in Section 1.1. Upon receipt of written notice of change of Designee from Party B, the Entrusting Party shall immediately entrust the person so designated in the Notice to exercise the rights set forth in Section 1.1. , The proxy granted hereby shall be irrevocable and continuously valid.

1.2.	The Entrusting Party hereby acknowledges and ratify all the actions associated with the proxy conducted by the Designee.

1.3.	The Entrusting Party hereby confirm that, Designee is entitled to exercise all proxy rights without the consent of Entrusting Party.

2.	Rights to Information

2.1.	For the purpose of this Agreement, the Designee is entitled to request relevant information of Party C and inspect the materials of Party C. Party C shall provide appropriate assistance to the Designee for his/her work.

2.2.	The Entrusting Party and Party C shall immediately inform Party B once the proxy matter happens.

3.	Performance of Proxy Rights

3.1.	The Entrusting Party shall provide appropriate assistance to the Designee for the performance of proxy rights provided in this Agreement, including signing and executing the shareholders’ resolution or other relevant legal documents (if applicable).

3.2.

In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any aspect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

4.	Representations and Warranties

4.1.	The Entrusting Party hereby represents and warrants as follows:

The Entrusting Party has full power and legal right to enter into this Agreement and perform his or her obligations under this Agreement and in executing the POA; This Agreement constitute legal, valid, binding and enforceable obligation of each Entrusting Party.

Each Entrusting Party has necessary authorization for the execution and delivery of this Agreement, and the execution, delivery and performance of this Agreement will not conflict with or violate any and all constitutional documents of Party C.

Each Entrusting Party is the lawfully registered and beneficial owner of the shares of Party C, and none of the shares held by the Entrusting Party is subject to any encumbrance or other restrictions, except as otherwise provided under the Equity Pledge Agreement and Share Disposal Agreement entered into by and between the Entrusting Party, Party B and Party C . According to this Agreement, the Designee has full power and legal rights to exercise the proxy rights according to the Articles of Association of Party C.

4.2.	Party C hereby represents and warrants as follows:

Party C is a company legally registered and validly existing in accordance with the laws of China and has independent legal person status, and has full and independent civil and legal capacity to execute, deliver and perform this Agreement. It can xxx and be sued as a separate entity;

Party C has taken all necessary corporate actions, obtained all necessary authorization and the consent and approval from third parties and government agencies (if any) for the execution and performance of this Agreement. Party C’s execution and performance of this Agreement do not violate any explicit requirements under any law or regulation binding on Party C.

Each Entrusting Party is the lawfully registered and beneficial owner of the shares of Party C, and none of the shares held by the Entrusting Party is subject to any encumbrance or other restrictions, except as otherwise provided under the Equity Pledge Agreement and Share Disposal Agreement entered into by and between the Entrusting Party, Party B and Party C. According to this Agreement, the Designee has full power and legal rights to exercise the proxy rights according to the Articles of Association or Operating Agreement of Party C, as amended from time to time.

5.	Term of this Agreement

5.1.

This Agreement shall become effective upon the date hereof with a term of twenty (20) years. The Parties agree that, this Agreement can be extended only if Party B gives its written consent of the extension of this Agreement before the expiration of this Agreement and the other Parties shall agree with this extension without reserve.

5.2.	If the Entrusting Party has transferred all his or her equity interests in Party C subject to the prior consent of Party B, the obligations under this Agreement of the Entrusting Party shall be undertaken by the assignee of Entrusting Party’s equity securities.

6.	Notices

6.1.	All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered in writing.

6.2.

Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of acceptance or refusal at the address specified for notices. Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

7.	Confidentiality

	The Parties acknowledge and confirm that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.

8.	Liability for Breach of Agreement

8.1.

The Parties agree and confirm that, if either Party (the “Defaulting Party”) is in breach of any provisions herein or fails to perform its obligations hereunder, such breach or failure shall constitute a default under this Agreement (the “Default”), which shall entitle the non-defaulting Party (the “Non-defaulting Party”) to request the Defaulting Party to rectify or remedy such default with a reasonable period of time. If the Defaulting Party fails to rectify or remedy such default within the reasonable period of time or within 10 days of Non-defaulting Party’s written notice requesting for such rectification or remedy, then the Non-defaulting Party shall be entitled to elect the following remedial actions:

1)	If the Defaulting Party is any Entrusting Party or Party C, then Party B has the right to terminate this Agreement and request the Defaulting Party to fully compensate its losses and damages;

If the Defaulting Party is Party B, then the Non-defaulting Party has the right to request the Defaulting Party to fully compensate its losses and damages, but in no circumstance shall the Non-defaulting Party terminate this Agreement prior to the end of the Term unless the applicable law provides otherwise.

8.2.	Notwithstanding otherwise provided under this Agreement, the validity of this Section shall not be affect by the suspension or termination of this Agreement.

9.	Miscellaneous

9.1.

Reserved.

9.2.	The execution, effectiveness, interpretation, performance, amendment, termination and dispute resolution shall be governed by the law of the People’s Republic of China.

9.3.

In the event of any dispute with respect to this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Chinese. The arbitration award shall be final and binding on all Parties.

9.4.	The rights and remedies provided for in this Agreement shall be accumulative and shall not affect any other rights and remedies stipulated at law.

9.5.

Any Party may waive the terms and conditions of this Agreement, provided that such a waiver must be provided in writing and shall require the signatures of the Parties. No waiver by any Party in certain circumstances with respect to a breach by other Parties shall operate as a waiver by such a Party with respect to any similar breach in other circumstances.

9.6.	The headings of this Agreement are for convenience only, and shall not be used to interpret, explain or otherwise affect the meanings of the provisions of this Agreement.

9.7.	Any amendment, change and supplement to this Agreement shall require the execution of a written agreement by all of the Parties.

9.8.

Without Party B’s prior written consent, other Parties shall not assign its rights and obligations under this Agreement to any third party. Entrusting Party and Party C agrees that Party B may assign its obligations and rights under this Agreement to any third party upon a prior written notice to Entrusting Party and Party C.

9.9.	This Agreement shall be binding on the legal successors of the Parties.

[THE SIGNATURE PAGE TO VOTING RIGHTS PROXY AGREEMENT]

IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Agreement as of the date first above written.

Party A

By:
Name:	*
Title:	Shareholder

Party B:	VTV Global Culture Media (Beijing) Co., Ltd.

By:

Name:	Tijin Song

Title:	CEO and Chairman

Party C:	Butterfly Effect Culture Media (Beijing) Co., Ltd.

By:

Name:	Yang Wang

Title:	CEO

Exhibit A

Power of Attorney

I, *, a Chinese citizen with Chinese Passport No. *, and a holder of 35.02% (“My Shareholding”) of the entire registered capital in Butterfly Effect Culture Media (Beijing) Co., Ltd. (“Butterfly Effect”), hereby irrevocably authorize VTV Global Culture Media (Beijing) Co., Ltd. (“Designee”) to exercise the following rights relating to My Shareholding during the term of this Power of Attorney:

The Designee is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning my shareholding, including without limitation to: 1) attend shareholders’ meetings of Butterfly Effect; 2) exercise all the shareholder’s rights and shareholder’s voting rights I am entitled to under the laws of China and Articles of Association or Operating Agreement of Butterfly Effect, including but not limited to the sale or transfer or pledge or disposition of My Shareholding in part or in whole; and 3) designate and appoint on behalf of myself the legal representative (chairperson), the director, the supervisor, the chief executive officer and other senior management members of Butterfly Effect.

Without limiting the generality of the powers granted hereunder, the Designee shall have the power and authority under this Power of Attorney to execute the Transfer Contracts stipulated in Share Disposal Agreement, to which I am required to be a party, on behalf of myself, and to effect the terms of the Equity Pledge Agreement and Share Disposal Agreement, both dated the date hereof, to which I am a party.

All the actions associated with My Shareholding conducted by the Designee shall be deemed as my own actions, and all the documents related to My Shareholding executed by the Designee shall be deemed to be executed by me. I hereby acknowledge and ratify those actions and/or documents by the Designee.

Unless the Designee issues an instruction to me to change the Designee, this Power of Attorney is coupled with an interest and shall be irrevocable and continuously valid from the date of execution of this Power of Attorney, so long as I am a shareholder of Butterfly Effect.

During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to the Designee through this Power of Attorney, and shall not exercise such rights by myself.

	By:
	Name:	Qiongfang Shi
	Date:	___________

Witness:
Name:
Date:

Document Metadata

Table of Contents

Voting Rights Proxy Agreement

Document Metadata