VOTING RIGHTS PROXY AGREEMENT
Exhibit 2
This Voting Rights Proxy Agreement (this “Agreement”) is entered into as of 31 August, 2020 (“Effective Date”), 2020 by and between Xxx Xxx (“Xxx”) and the undersigned shareholder (the “Shareholder”). Liu and the Shareholder are each referred to in this Agreement as a “Party” and collectively as the “Parties.”
RECITALS
A. The Shareholder is a member of ATIF Holdings Limited, a British Virgin Islands company (the “Company”) and the registered holder of such number of the ordinary shares of the Company (the “Ordinary Share”), par value $0.001 per share, of the Company as set forth on Schedule A of this Agreement (the “Shares”);
B. The Shares are beneficially owned by Xxxxx Xx; and
C. The Shareholder desires to grant to Liu a proxy to vote the Shares for the maximum period of time permitted by law, by entry of the power of attorney set forth on Schedule B of this Agreement.
NOW THEREFORE, the Parties agree as follows:
| 1. | The Shareholder hereby agrees to irrevocably grant a power of attorney to, and entrust, Liu, for the maximum period of time permitted by law, with all of its voting rights as a member of the Company, including without limitation, in connection with the election of directors and approval of all corporate transactions which requires the approval of the Company’s members. Liu shall exercise such rights in accordance with the laws of the British Virgin Islands and the Company’s memorandum and articles of association, as may be amended. |
| 2. | This Agreement has been duly executed by the Parties as of the Effective Date. This Agreement shall take effect upon the Effective Date. |
| 3. | The Shareholder represents and warrants to Liu that such Shareholder legally and beneficially owns such Shares as set forth on Schedule A, free and clear of all liens and encumbrances, and such Shareholder has not granted to any party, other than Liu, a power of attorney or proxy over any of such Shares or any of such Shareholder’s rights as a member of the Company. The Shareholder further represents and warrants that the execution and delivery of this Agreement by such Shareholder shall not violate any law, regulations, judicial or administrative order, arbitration award, agreement, contract or covenant applicable to such Shareholder. |
| 4. | This Agreement, may be terminated at any time by either Party, with or without cause, provided that a thirty (30) day prior written notice is given to either Liu (in the case the Shareholder wishes to terminate the Agreement) or the Shareholder (in the case Liu wishes to terminate the Agreement). |
| 5. | No provision of this Agreement may be amended or waived without the prior written consent or agreement of the Parties hereto. |
| 6. | This Agreement shall be governed by, construed and entered in accordance with the laws of the British Virgin Islands applicable to contracts deemed to be made within jurisdiction, without regard to choice of law or conflict of law provisions thereof. |
| 7. | Except for the parties to this Agreement and their respective successors and assigns, nothing expressed or implied in this Agreement is intended, or will be construed, to confer upon or give any person other than the parties hereto and their respective successors and assigns any rights or remedies under or by reason of this Agreement. |
[SIGNATURE PAGE FOLLOWS]
2
IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the day and year first written above.
| By: | /s/ Xxx Xxx | |
| Name: | Xxx Xxx | |
| Accepted and Acknowledged: | ||
| By: | /s/ Xxxxx Xx | |
| Name: | Xxxxx Xx | |
3
Schedule A
| Shareholder | Number of Ordinary Shares | Ownership Percentage* | ||||||
| Xxxxx Xx | 2,030,786 | 4.32 | % | |||||
* The percentage is based on 47,014,674 shares of the Company issued and outstanding as of the date of this Agreement.
4
Schedule B
Form of Power of Attorney
This POWER OF ATTORNEY is made by Xxxxx Xx (the Appointer) of Xxxx 0-00-0, Xxxxxxxx 0, Xxxxx Xxxxxxxxxxxx, Xx.0, 0X-0 XiaoBei Xxxxxx Xxxx, Xxxxx xxxxxxxx, Xxxxxxxx, Xxxxxxxx, 000000, Xxxxx on 31 August 2020. The Appointer is the registered holder of 2,030,786 ordinary shares of par value $0.001 per share (the Shares) in ATIF Holdings Limited, a British Virgin Islands company (the Company).
1. Background
It was noted that the Appointer has entered into a voting proxy agreement (the Agreement) with Xxx Xxx (Xxx) pursuant to which the Appointer has agreed to appoint Liu as its proxy to vote the Shares for the maximum period of time permitted by law, and as determined in this Power of Attorney.
2. Appointment
Pursuant to the Agreement, the Appointer therefore irrevocably appoints Liu to act as its attorney with full power in the Appointer's name or otherwise and on its behalf (and as Liu in his absolute discretion sees fit) to exercise all rights in relation to the Shares including to:
| (a) | receive and accept service of or waive any notices, and execute any consent to short notice, attend and vote at and demand a poll at any meetings or any class meetings of the holders of shares or securities in the Company; |
| (b) | attend, participate and vote at any general meeting or class meeting of the Company in relation to the Shares including any election of directors and approval of all corporate transactions which requires the approval of the Company’s members); |
| (c) | give any written consent to any resolution of the holders of shares or securities in the Company, whether or not that consent or resolution relates to all of or any class of shares or securities or otherwise of the Company in relation to the Shares; |
| (d) | exercise all or any of the voting and other rights, powers and privileges attached to the Shares or otherwise capable of being exercised by the Appointer in relation to the Shares; |
5
| (e) | appoint any person as the Appointer may decide as the Appointer's proxy at any meeting or any class meeting of holders of shares or securities in the Company and for that purpose to execute, complete and lodge a form of proxy on behalf of the Appointer irrespective of whether or not the Appointer has separately appointed a proxy; |
| (f) | deal with, and give directions on behalf of the Appointer as to, any money, security, benefit, document, notices or other communication in whatever form arising by right of the Shares or received in connection with the Shares from the Company or any other person; and |
| (g) | otherwise execute, deliver any document, deed or instrument and do anything which may be done in the Appointer's capacity as registered holder of the Shares. |
3. Term
This Power of Attorney may be revoked by the Appointer or Liu at any time from the date of execution and delivery of this Power of Attorney, with or without cause, provided that a thirty (30) day prior written notice is given to either Liu (in the case the Appointer wishes to terminate the Power of Attorney) or the Appointer (in the case Liu wishes to terminate the Power of Attorney).
4. Ratification and Indemnity
The Appointer undertakes to ratify and confirm whatever Liu does or purports to do in good faith in the exercise of any power conferred by this Power of Attorney.
The Appointer undertakes to indemnify Liu fully against all claims, losses, costs, expenses, damages or liability which he sustains or incurs as a result of any action taken in good faith pursuant to this Power of Attorney (including any cost incurred in enforcing this indemnity).
5. Validity
The Appointer declares that a person who deals with Liu in good faith may accept a written statement signed by Liu to the effect that this Power of Attorney has not been revoked as conclusive evidence of that fact.
6. Governing Law and Jurisdiction
This Power of Attorney is governed by and shall be construed in accordance with the laws of the British Virgin Islands. Non-contractual obligations (if any) arising out of or in connection with this Power of Attorney (including its formation) shall also be governed by the laws of the British Virgin Islands.
The courts of the British Virgin Islands shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Power of Attorney or its subject matter or formation (including non-contractual disputes or claims).
6
IN WITNESS WHEREOF, the undersigned have duly executed this Power of Attorney as of the day and year first written below.
This Power of Attorney has been executed as a deed and has been delivered on 31 August, 2020
| By: | /s/ Xxxxx Xx | |
| Name: | Xxxxx Xx | |
| and | ||
| By: | /s/ Xxx Xxx | |
| Name: | Xxx Xxx | |
7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS:
Pishan Chi (CEO of ATIF Holdings Limited)
Here in after referred to as PRINCIPAL, in the
City of Shenzhen
State/Country of China
Do(es) appoint:
Xxxx X. Xxxx
his (her) true and lawful attorney.
In principal’s name, and for principal’s use and benefit, said attorney is authorized hereby:
(1) To execute, acknowledge, and deliver such written documentation with respect to completing and filing a UNIFORM APPLICATION FOR ACCESS CODES TO FILE ON XXXXX with the U.S. Security and Exchange Commission, all upon such terms and conditions as said attorney shall approve.
Giving and granting to said attorney full power and authority to do all and every act and thing whatsoever requisite and necessary to be done relative to any of foregoing as fully to all intents and purposes as principal might or could do if personally present.
All that said attorney shall lawfully do or cause to be done under the authority of this power of attorney is expressly approved.
31 August 2020
Date
/s/ Pishan Chi
Signature
