Power of Attorney Agreement
Exhibit 4.23
This Power of Attorney Agreement (hereinafter this “Agreement”) is made in Shenzhen, the People’s Republic of China(“China”) on March 28, 2024 by and between the following parties.
Party A: Beijing Shijitong Technology Co., Ltd, a limited company duly incorporated and existing under the laws of China, whose Unified Social Credit Code is 91110108397827646N and having its registered office at Room 0000, Xxxxx X, Xx.0 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx; and
Party B: XXX Xxxxxxx, a Chinese citizen whose identification number is ******************.
Party A and Party B shall be hereinafter referred to as a “Party” individually and the “Parties” collectively.
WHEREAS
Party B holds 30% of the equity interests (“Party B Equity”) in Shenzhen Qianhai Dingsheng Data Technology Co., Ltd. (“Qianhai Dingsheng”).
Now Therefore, the Parties hereby agree as follows through mutual negotiations:
Party B hereby irrevocably authorizes Party A to exercise the following rights with respect to Party B Equity during the term of this Agreement.
Party A is hereby authorized as the sole and exclusive agent and attorney to act generally on behalf of Party B with respect to all matters relating to Party B Equity, including but not limited to (1) attending the Shareholders Meeting of Xxxxxxx Xxxxxxxxx; (2) exercising all the powers and voting rights of Party B as the shareholder in accordance to Chinese laws and the articles of association of Qianhai Dingsheng, including but not limited to on the sale, transfer, pledge or disposal of partial or entire Party B Equity; and (3) designating and appointing the legal representative, chairman of the Board, directors, supervisors, chief executive officers and other senior management members on behalf of Party B.
Without prejudice to the generality of the powers conferred upon by this Agreement, Party A shall be entitled as authorized by this Agreement, to act on behalf of Party B to sign the Transfer Contracts as specified in the Exclusive Option Agreement (to which Party B shall be a party) and execute the Equity Pledge Agreement and the Exclusive Option Agreement signed by Party B as a party with Party A, Qianhai Dingsheng and other relevant parties. The conclusion of the contracts aforementioned and the forms of the contractual rights therein shall not affect the authorization hereunder to any extent.
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All actions taken by Party A in relation to Party B Equity shall be deemed as Party B’s own actions and all the documents signed by Party A shall be deemed as signed by Party B. Party B hereby acknowledges and approves the actions taken by and/or documents signed by Party A.
Party A shall be entitled at its discretion to delegate or transfer to any other person or entity the rights in relation to the aforementioned issues without prior notification to or consent of Party B.
During the term of Party B as a shareholder of Qianhai Dingsheng, this Agreement and the authorization hereunder shall be irrevocable and remain in full force as from the execution date hereof.
During the term of this Agreement, Party B hereby waives all the rights conferred upon Party A hereunder with respect to Party B Equity and shall not exercise such rights on its own.
In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event that the Parties fail to reach an agreement within 30 days after either Party requests to the other Party for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration in accordance with its then effective arbitration rules. The arbitration shall be conducted in Beijing. The arbitration award shall be final and binding on both Parties.
This Agreement shall be written in Chinese in duplicates of equal legal force, with each party holding one.
[Signature page follows]
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IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Power of Attorney Agreement as of the date first above written.
Party A: Beijing Shijitong Technology Co., Ltd.,
By: /s/ XXXX Xxxxxx
Name: XXXX Xxxxxx
Title: Legal Representative
Party B:
Signature: /s/ XXX Xxxxxxx
Name: XXX Xxxxxxx
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This Power of Attorney Agreement (hereinafter this “Agreement”) is made in Shenzhen, the People’s Republic of China(“China”) on March 28, 2024 by and between the following parties.
Party A: Beijing Shijitong Technology Co., Ltd., a limited company duly incorporated and existing under the laws of China, whose Unified Social Credit Code is 91110108397827646N and having its registered office at Room 0000, Xxxxx X, Xx.0 Xxxxxxx Xxxx, Xxxxxxx Xxxxxxxx, Xxxxxxx; and
Party B: Shenzhen Xinjie Investment Co., Ltd., a limited company duly incorporated and existing under the laws of China, whose Unified Social Credit Code is 91440300359619977T and having its registered office at 00/X X Xxxx, XXX Xxxxx, Xx. 0000 Xxxxxx Xxxxx Xxxx, Xxxxxx Xxx-xxxxxxxx, Xxxxxxx Xxxxxxxx, Xxxxxxxx.
Party A and Party B shall be hereinafter referred to as a “Party” individually and the “Parties” collectively.
WHEREAS
Party B holds 70% of the equity interests (“Party B Equity”) in Shenzhen Qianhai Dingsheng Data Technology Co., Ltd. (“Qianhai Dingsheng”).
Now Therefore, the Parties hereby agree as follows through mutual negotiations:
Party B hereby irrevocably authorizes Party A to exercise the following rights with respect to Party B Equity during the term of this Agreement.
Party A is hereby authorized as the sole and exclusive agent and attorney to act generally on behalf of Party B with respect to all matters relating to Party B Equity, including but not limited to (1) attending the Shareholders Meeting of Xxxxxxx Xxxxxxxxx; (2) exercising all the powers and voting rights of Party B as the shareholder in accordance to Chinese laws and the articles of association of Qianhai Dingsheng, including but not limited to on the sale, transfer, pledge or disposal of partial or entire Party B Equity; and (3) designating and appointing the legal representative, chairman of the Board, directors, supervisors, chief executive officers and other senior management members on behalf of Party B.
Without prejudice to the generality of the powers conferred upon by this Agreement, Party A shall be entitled as authorized by this Agreement, to act on behalf of Party B to sign the Transfer Contracts as specified in the Exclusive Option Agreement (to which Party B shall be
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a party) and execute the Equity Pledge Agreement and the Exclusive Option Agreement signed by Party B as a party with Party A, Qianhai Dingsheng and other relevant parties. The conclusion of the contracts aforementioned and the forms of the contractual rights therein shall not affect the authorization hereunder to any extent.
All actions taken by Party A in relation to Party B Equity shall be deemed as Party B’s own actions and all the documents signed by Party A shall be deemed as signed by Party B. Party B hereby acknowledges and approves the actions taken by and/or documents signed by Party A.
Party A shall be entitled at its discretion to delegate or transfer to any other person or entity the rights in relation to the aforementioned issues without prior notification to or consent of Party B.
During the term of Party B as a shareholder of Qianhai Dingsheng, this Agreement and the authorization hereunder shall be irrevocable and remain in full force as from the execution date hereof.
During the term of this Agreement, Party B hereby waives all the rights conferred upon Party A hereunder with respect to Party B Equity and shall not exercise such rights on its own.
In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event that the Parties fail to reach an agreement within 30 days after either Party requests to the other Party for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration in accordance with its then effective arbitration rules. The arbitration shall be conducted in Beijing. The arbitration award shall be final and binding on both Parties.
This Agreement shall be written in Chinese in duplicates of equal legal force, with each party holding one.
[Signature page follows]
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IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Power of Attorney Agreement as of the date first above written.
Party A: Beijing Shijitong Technology Co., Ltd.,
By: /s/ XXXX Xxxxxx
Name: XXXX Xxxxxx
Title: Legal Representative
Party B: Shenzhen Xinjie Investment Co., Ltd.,
By: /s/ XXXX Xxxxxx
Name: XXXX Xxxxx
Title: Legal Representative
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