Exhibit 10.14
Power of Attorney
I, Sha Yunlong, with identity card number of [ ], am a Chinese citizen, with domicile at the Ministry of Personnel National Talent Exchange Center and Talent Market, 13 Sanlihe Road, Haidian District, Beijing, and as of the date of signing this Power of Attorney hold 64.243% equity of Puxin Education Technology Group Co., Ltd (hereinafter referred to as the “Company”). In respect of the aforesaid equity, I hereby irrevocably authorize Purong (Beijing) Information Technology Co., Ltd. (hereinafter referred to as “WFOE”) to exercise the following rights during the validity period of this Power of Attorney in compliance with the laws and regulations of China:
I exclusively authorize WFOE or the individual(s) designated by WFOE (the “Trustee”) on my behalf to exercise, including but not limited to, the following rights in accordance with the Trustee’s own purpose:
1) Convene shareholders’ meetings pursuant to the articles of association of the Company, and attend the shareholders’ meetings and sign the resolutions and minutes of the relevant shareholders’ meetings;
2) Exercise all my rights in the Company as a shareholder under the laws and the articles of association respectively at the shareholders’ meetings, including but not limited to voting rights, nomination rights and appointment rights;
3) Submit on my behalf any documents that are necessary to submit by shareholders of the Company to the relevant competent government authorities;
4) Exercise in accordance with the laws and the articles of association the rights of receiving dividends, selling or transferring or pledging or disposing of all or part of the equity I hold in the Company, the rights of distribution of the remaining assets after liquidation of the Company, and other rights of operation of the Company;
5) Constitute a liquidation team and exercise the power entitled to the liquidation team, including but not limited to management of the assets of the Company, during the liquidation period in compliance with the laws when the Company is liquidated or dissolved;
6) Inspect the resolutions of the shareholders’ meetings, the resolutions of the board of directors, records and financial accounting statements and reports of the Company in accordance with the laws; and
7) All other rights (including but not limited to all the rights under the laws and the articles of association) entitled to me as a shareholder of the Company.
Without any restriction on this authorization and within the scope of authorization, the Trustee shall have the right to sign and perform on my behalf as the contractual party the equity transfer contract stipulated in the Exclusive Call Option Agreement, and sign and perform as scheduled on my behalf as the contractual party the Equity Pledge Agreement and Exclusive Call Option Agreement, as well as the supplemental agreements of the aforesaid agreements.
Within the validity period of this Power of Attorney and subject to the restrictions of the laws of China, I undertake to deliver free of charge to WFOE or its designated third party the received distribution of dividends, bonuses or any assets as soon as possible and no later than three (3) days from the date of receipt of such distribution of dividends, bonuses or any assets.
During the period when I am a shareholder of the Company, no matter how the equity proportion I hold in the Company is changed, this Power of Attorney shall be irrevocable and effective from the date of signing the Power of Attorney. If and only if WFOE issues me a written notice of replacing the Trustee, I shall immediately appoint the then other trustee designated by WFOE to exercise the entrusted rights under this Power of Attorney, and the new authorization shall, once made, supersede the original authorization without the requirement of my consent. In addition, I will not revoke the entrustment and authorization made to the Trustee. During the validity period of this Power of Attorney, I hereby give up all rights of exercising the power entitled to the Trustee through this Power of Attorney and no longer exercise such rights by myself. If I become a person without capacity for civil conduct or with limited capacity for civil conduct, any my successors, guardians or administrators shall continue to comply with the stipulation of this Power of Attorney upon inheriting or managing the shareholders’ rights entitled to me as a shareholder of the Company.
I accept and bear the corresponding responsibilities for any legal consequences arising from the exercise of the aforesaid entrusted rights by the Trustee. I hereby confirm that in no event shall the Trustee be liable for or make any financial compensation whatsoever in respect of the exercise of the aforesaid entrusted rights. And I agree to indemnify WFOE, and hold it harmless, for all the loss suffered or likely to be suffered as a result of the exercise of the entrusted rights by the designated Trustee, including but not limited to litigation, recovery, arbitration, claim by any third party or any loss caused by administrative investigation or punishment of the government authorities.
I will provide full assistance to the Trustee in exercising the aforesaid entrusted rights and will procure the Company to provide full assistance, including signing in time the legal documents of shareholders’ meetings or other relevant legal documents made by the Trustee if necessary (such as meeting the requirements of the government departments for examination, approval, registration and filing of the required submitted documents), as well as entitling the Trustee the rights to know about the operations, business, customers, finance, employees and other relevant information of the Company, and accessing to related information of the Company.
In case the authorization or exercise of the aforesaid entrusted rights could not be realized for any reasons (except my violation of the terms of this Power of Attorney) at any time during the validity period of this trust, all parties shall immediately seek alternatives that are the closest to the unrealized ones, and sign supplemental agreements to amend or adjust the terms of this Power of Attorney to ensure the continuous realization of the purposes of this Power of Attorney if necessary.
This Power of Attorney will be effective from the date of signature and shall, once signed, supersede any undertakings, memorandums, agreements or any other documents previously made in connection with matters of this Power of Attorney, and shall be continuously effective in the validity period of the Exclusive Management Services and Business Cooperation Agreement signed by WFOE, the Company, me and other relevant parties.
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(This page is the signature page of the Power of Attorney)
Sha Yunlong | ||
Signature: | /s/ Sha Yunlong | |
Date: | February 25, 2018 |
Power of Attorney
I, Gao Liang, with identity card number of [ ], am a Chinese citizen, with domicile at No. 302, Gate 2, Block 8, Dongxing New District, Dongxiachi Village, Xigong District, Luoyang City, Henan Province , and as of the date of signing this Power of Attorney hold 5.698% equity of Puxin Education Technology Group Co., Ltd (hereinafter referred to as the “Company”). In respect of the aforesaid equity, I hereby irrevocably authorize Purong (Beijing) Information Technology Co., Ltd. (hereinafter referred to as “WFOE”) to exercise the following rights during the validity period of this Power of Attorney in compliance with the laws and regulations of China:
I exclusively authorize WFOE or the individual(s) designated by WFOE (the “Trustee”) on my behalf to exercise, including but not limited to, the following rights in accordance with the Trustee’s own purpose:
1) Convene shareholders’ meetings pursuant to the articles of association of the Company, and attend the shareholders’ meetings and sign the resolutions and minutes of the relevant shareholders’ meetings;
2) Exercise all my rights in the Company as a shareholder under the laws and the articles of association respectively at the shareholders’ meetings, including but not limited to voting rights, nomination rights and appointment rights;
3) Submit on my behalf any documents that are necessary to submit by shareholders of the Company to the relevant competent government authorities;
4) Exercise in accordance with the laws and the articles of association the rights of receiving dividends, selling or transferring or pledging or disposing of all or part of the equity I hold in the Company, the rights of distribution of the remaining assets after liquidation of the Company, and other rights of operation of the Company;
5) Constitute a liquidation team and exercise the power entitled to the liquidation team, including but not limited to management of the assets of the Company, during the liquidation period in compliance with the laws when the Company is liquidated or dissolved;
6) Inspect the resolutions of the shareholders’ meetings, the resolutions of the board of directors, records and financial accounting statements and reports of the Company in accordance with the laws; and
7) All other rights (including but not limited to all the rights under the laws and the articles of association) entitled to me as a shareholder of the Company.
Without any restriction on this authorization and within the scope of authorization, the Trustee shall have the right to sign and perform on my behalf as the contractual party the equity transfer contract stipulated in the Exclusive Call Option Agreement, and sign and perform as scheduled on my behalf as the contractual party the Equity Pledge Agreement and Exclusive Call Option Agreement, as well as the supplemental agreements of the aforesaid agreements.
Within the validity period of this Power of Attorney and subject to the restrictions of the laws of China, I undertake to deliver free of charge to WFOE or its designated third party the received distribution of dividends, bonuses or any assets as soon as possible and no later than three (3) days from the date of receipt of such distribution of dividends, bonuses or any assets.
During the period when I am a shareholder of the Company, no matter how the equity proportion I hold in the Company is changed, this Power of Attorney shall be irrevocable and effective from the date of signing the Power of Attorney. If and only if WFOE issues me a written notice of replacing the Trustee, I shall immediately appoint the then other trustee designated by WFOE to exercise the entrusted rights under this Power of Attorney, and the new authorization shall, once made, supersede the original authorization without the requirement of my consent. In addition, I will not revoke the entrustment and authorization made to the Trustee. During the validity period of this Power of Attorney, I hereby give up all rights of exercising the power entitled to the Trustee through this Power of Attorney and no longer exercise such rights by myself. If I become a person without capacity for civil conduct or with limited capacity for civil conduct, any my successors, guardians or administrators shall continue to comply with the stipulation of this Power of Attorney upon inheriting or managing the shareholders’ rights entitled to me as a shareholder of the Company.
I accept and bear the corresponding responsibilities for any legal consequences arising from the exercise of the aforesaid entrusted rights by the Trustee. I hereby confirm that in no event shall the Trustee be liable for or make any financial compensation whatsoever in respect of the exercise of the aforesaid entrusted rights. And I agree to indemnify WFOE, and hold it harmless, for all the loss suffered or likely to be suffered as a result of the exercise of the entrusted rights by the designated Trustee, including but not limited to litigation, recovery, arbitration, claim by any third party or any loss caused by administrative investigation or punishment of the government authorities.
I will provide full assistance to the Trustee in exercising the aforesaid entrusted rights and will procure the Company to provide full assistance, including signing in time the legal documents of shareholders’ meetings or other relevant legal documents made by the Trustee if necessary (such as meeting the requirements of the government departments for examination, approval, registration and filing of the required submitted documents), as well as entitling the Trustee the rights to know about the operations, business, customers, finance, employees and other relevant information of the Company, and accessing to related information of the Company.
In case the authorization or exercise of the aforesaid entrusted rights could not be realized for any reasons (except my violation of the terms of this Power of Attorney) at any time during the validity period of this trust, all parties shall immediately seek alternatives that are the closest to the unrealized ones, and sign supplemental agreements to amend or adjust the terms of this Power of Attorney to ensure the continuous realization of the purposes of this Power of Attorney if necessary.
This Power of Attorney will be effective from the date of signature and shall, once signed, supersede any undertakings, memorandums, agreements or any other documents previously made in connection with matters of this Power of Attorney, and shall be continuously effective in the validity period of the Exclusive Management Services and Business Cooperation Agreement signed by WFOE, the Company, me and other relevant parties.
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(This page is the signature page of the Power of Attorney)
Gao Liang | ||
Signature: | /s/ Sha Yunlong | |
Date: | February 25, 2018 |
Power of Attorney
I, Li Gang, with identity card number of [ ], am a Chinese citizen, with domicile at Flat 4, 3 Tongyu Road, Shibei District, Qingdao City, Shandong Province, and as of the date of signing this Power of Attorney hold 3.419% equity of Puxin Education Technology Group Co., Ltd. (hereinafter referred to as the “ Company”). In respect of the aforesaid equity, I hereby irrevocably authorize Purong (Beijing) Information Technology Co., Ltd (hereinafter referred to as “WFOE”) to exercise the following rights during the validity period of this Power of Attorney in compliance with the laws and regulations of China:
I exclusively authorize WFOE or the individual(s) designated by WFOE ( the “Trustee”) on my behalf to exercise, including but not limited to, the following rights in accordance with the Trustee’s own purpose:
1) Convene shareholders’ meetings pursuant to the articles of association of the Company, and attend the shareholders’ meetings and sign the resolutions and minutes of the relevant shareholders’ meetings;
2) Exercise all my rights in the Company as a shareholder under the laws and the articles of association respectively at the shareholders’ meetings, including but not limited to voting rights, nomination rights and appointment rights;
3) Submit on my behalf any documents that are necessary to submit by shareholders of the Company to the relevant competent government authorities;
4) Exercise in accordance with the laws and the articles of association the rights of receiving dividends, selling or transferring or pledging or disposing of all or part of the equity I hold in the Company, the rights of distribution of the remaining assets after liquidation of the Company, and other rights of operation of the Company;
5) Constitute a liquidation team and exercise the power entitled to the liquidation team, including but not limited to management of the assets of the Company, during the liquidation period in compliance with the laws when the Company is liquidated or dissolved;
6) Inspect the resolutions of the shareholders’ meetings, the resolutions of the board of directors, records and financial accounting statements and reports of the Company in accordance with the laws; and
7) All other rights (including but not limited to all the rights under the laws and the articles of association) entitled to me as a shareholder of the Company.
Without any restriction on this authorization and within the scope of authorization, the Trustee shall have the right to sign and perform on my behalf as the contractual party the equity transfer contract stipulated in the Exclusive Call Option Agreement, and sign and perform as scheduled on my behalf as the contractual party the Equity Pledge Agreement and Exclusive Call Option Agreement, as well as the supplemental agreements of the aforesaid agreements.
Within the validity period of this Power of Attorney and subject to the restrictions of the laws of China, I undertake to deliver free of charge to WFOE or its designated third party the received distribution of dividends, bonuses or any assets as soon as possible and no later than three (3) days from the date of receipt of such distribution of dividends, bonuses or any assets.
During the period when I am a shareholder of the Company, no matter how the equity proportion I hold in the Company is changed, this Power of Attorney shall be irrevocable and effective from the date of signing the Power of Attorney. If and only if WFOE issues me a written notice of replacing the Trustee, I shall immediately appoint the then other trustee designated by WFOE to exercise the entrusted rights under this Power of Attorney, and the new authorization shall, once made, supersede the original authorization without the requirement of my consent. In addition, I will not revoke the entrustment and authorization made to the Trustee. During the validity period of this Power of Attorney, I hereby give up all rights of exercising the power entitled to the Trustee through this Power of Attorney and no longer exercise such rights by myself. If I become a person without capacity for civil conduct or with limited capacity for civil conduct, any my successors, guardians or administrators shall continue to comply with the stipulation of this Power of Attorney upon inheriting or managing the shareholders’ rights entitled to me as a shareholder of the Company.
I accept and bear the corresponding responsibilities for any legal consequences arising from the exercise of the aforesaid entrusted rights by the Trustee. I hereby confirm that in no event shall the Trustee be liable for or make any financial compensation whatsoever in respect of the exercise of the aforesaid entrusted rights. And I agree to indemnify WFOE, and hold it harmless, for all the loss suffered or likely to be suffered as a result of the exercise of the entrusted rights by the designated Trustee, including but not limited to litigation, recovery, arbitration, claim by any third party or any loss caused by administrative investigation or punishment of the government authorities.
I will provide full assistance to the Trustee in exercising the aforesaid entrusted rights and will procure the Company to provide full assistance, including signing in time the legal documents of shareholders’ meetings or other relevant legal documents made by the Trustee if necessary (such as meeting the requirements of the government departments for examination, approval, registration and filing of the required submitted documents), as well as entitling the Trustee the rights to know about the operations, business, customers, finance, employees and other relevant information of the Company, and accessing to related information of the Company.
In case the authorization or exercise of the aforesaid entrusted rights could not be realized for any reasons (except my violation of the terms of this Power of Attorney) at any time during the validity period of this trust, all parties shall immediately seek alternatives that are the closest to the unrealized ones, and sign supplemental agreements to amend or adjust the terms of this Power of Attorney to ensure the continuous realization of the purposes of this Power of Attorney if necessary.
This Power of Attorney will be effective from the date of signature and shall, once signed, supersede any undertakings, memorandums, agreements or any other documents previously made in connection with matters of this Power of Attorney, and shall be continuously effective in the validity period of the Exclusive Management Services and Business Cooperation Agreement signed by WFOE, the Company, me and other relevant parties.
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(This page is the signature page of the Power of Attorney)
Li Gang | ||
Signature: | /s/ Sha Yunlong | |
Date: | February 25, 2018 |
Power of Attorney
I, Xiao Yun, with identity card number of [ ], am a Chinese citizen, with domicile at Room 401, Unit 1, 32 Block, 47 Hongqi Avenue, Zhanggong District, Ganzhou City, Jiangxi Province, and as of the date of signing this Power of Attorney hold 1.140% equity of Puxin Education Technology Group Co., Ltd. (hereinafter referred to as the “Company”). In respect of the aforesaid equity, I hereby irrevocably authorize Purong (Beijing) Information Technology Co., Ltd. (hereinafter referred to as “WFOE”) to exercise the following rights during the validity period of this Power of Attorney in compliance with the laws and regulations of China:
I exclusively authorize WFOE or the individual(s) designated by WFOE (the “Trustee”) on my behalf to exercise, including but not limited to, the following rights in accordance with the Trustee’s own purpose:
1) Convene shareholders’ meetings pursuant to the articles of association of the Company, and attend the shareholders’ meetings and sign the resolutions and minutes of the relevant shareholders’ meetings;
2) Exercise all my rights in the Company as a shareholder under the laws and the articles of association respectively at the shareholders’ meetings, including but not limited to voting rights, nomination rights and appointment rights;
3) Submit on my behalf any documents that are necessary to submit by shareholders of the Company to the relevant competent government authorities;
4) Exercise in accordance with the laws and the articles of association the rights of receiving dividends, selling or transferring or pledging or disposing of all or part of the equity I hold in the Company, the rights of distribution of the remaining assets after liquidation of the Company, and other rights of operation of the Company;
5) Constitute a liquidation team and exercise the power entitled to the liquidation team, including but not limited to management of the assets of the Company, during the liquidation period in compliance with the laws when the Company is liquidated or dissolved;
6) Inspect the resolutions of the shareholders’ meetings, the resolutions of the board of directors, records and financial accounting statements and reports of the Company in accordance with the laws; and
7) All other rights (including but not limited to all the rights under the laws and the articles of association) entitled to me as a shareholder of the Company.
Without any restriction on this authorization and within the scope of authorization, the Trustee shall have the right to sign and perform on my behalf as the contractual party the equity transfer contract stipulated in the Exclusive Call Option Agreement, and sign and perform as scheduled on my behalf as the contractual party the Equity Pledge Agreement and Exclusive Call Option Agreement, as well as the supplemental agreements of the aforesaid agreements.
Within the validity period of this Power of Attorney and subject to the restrictions of the laws of China, I undertake to deliver free of charge to WFOE or its designated third party the received distribution of dividends, bonuses or any assets as soon as possible and no later than three (3) days from the date of receipt of such distribution of dividends, bonuses or any assets.
During the period when I am a shareholder of the Company, no matter how the equity proportion I hold in the Company is changed, this Power of Attorney shall be irrevocable and effective from the date of signing the Power of Attorney. If and only if WFOE issues me a written notice of replacing the Trustee, I shall immediately appoint the then other trustee designated by WFOE to exercise the entrusted rights under this Power of Attorney, and the new authorization shall, once made, supersede the original authorization without the requirement of my consent. In addition, I will not revoke the entrustment and authorization made to the Trustee. During the validity period of this Power of Attorney, I hereby give up all rights of exercising the power entitled to the Trustee through this Power of Attorney and no longer exercise such rights by myself. If I become a person without capacity for civil conduct or with limited capacity for civil conduct, any my successors, guardians or administrators shall continue to comply with the stipulation of this Power of Attorney upon inheriting or managing the shareholders’ rights entitled to me as a shareholder of the Company.
I accept and bear the corresponding responsibilities for any legal consequences arising from the exercise of the aforesaid entrusted rights by the Trustee. I hereby confirm that in no event shall the Trustee be liable for or make any financial compensation whatsoever in respect of the exercise of the aforesaid entrusted rights. And I agree to indemnify WFOE, and hold it harmless, for all the loss suffered or likely to be suffered as a result of the exercise of the entrusted rights by the designated Trustee, including but not limited to litigation, recovery, arbitration, claim by any third party or any loss caused by administrative investigation or punishment of the government authorities.
I will provide full assistance to the Trustee in exercising the aforesaid entrusted rights and will procure the Company to provide full assistance, including signing in time the legal documents of shareholders’ meetings or other relevant legal documents made by the Trustee if necessary (such as meeting the requirements of the government departments for examination, approval, registration and filing of the required submitted documents), as well as entitling the Trustee the rights to know about the operations, business, customers, finance, employees and other relevant information of the Company, and accessing to related information of the Company.
In case the authorization or exercise of the aforesaid entrusted rights could not be realized for any reasons (except my violation of the terms of this Power of Attorney) at any time during the validity period of this trust, all parties shall immediately seek alternatives that are the closest to the unrealized ones, and sign supplemental agreements to amend or adjust the terms of this Power of Attorney to ensure the continuous realization of the purposes of this Power of Attorney if necessary.
This Power of Attorney will be effective from the date of signature and shall, once signed, supersede any undertakings, memorandums, agreements or any other documents previously made in connection with matters of this Power of Attorney, and shall be continuously effective in the validity period of the Exclusive Management Services and Business Cooperation Agreement signed by WFOE, the Company, me and other relevant parties.
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(This page is the signature page of the Power of Attorney)
Xiao Yun | ||
Signature: | /s/ Sha Yunlong | |
Date: | February 25, 2018 |
Power of Attorney
Our company, Tianjin Puxian Education and Technology Limited Partnership, with the unified social credit code of 91120222300648730X, and domicile at unit223-1, No. 8 Xingfu Street, Dajianchang, Wuqing District, Tianjin, as of the date of signing this Power of Attorney holds 18.233% equity of Puxin Education Technology Group Co., Ltd (hereinafter referred to as the “Company”). In respect of the aforesaid equity, our company hereby irrevocably authorizes Purong (Beijing) Information Technology Co., Ltd. (hereinafter referred to as “WFOE”) to exercise the following rights during the validity period of this Power of Attorney in compliance with the laws and regulations of China:
Our company exclusively authorizes WFOE or the individual(s) designated by WFOE (the “Trustee”) on behalf of our company to exercise, including but not limited to, the following rights in accordance with the Trustee’s own purpose:
1) Convene shareholders’ meetings pursuant to the articles of association of the Company, and attend the shareholders’ meetings and sign the resolutions and minutes of the relevant shareholders’ meetings;
2) Exercise all the rights of our company as a shareholder in the Company under the laws and the articles of association respectively at the shareholders’ meetings, including but not limited to voting rights, nomination rights and appointment rights;
3) Submit on behalf of our company any documents that are necessary to submit by shareholders of the Company to the relevant competent government authorities;
4) Exercise in accordance with the laws and the articles of association the rights of receiving dividends, selling or transferring or pledging or disposing of all or part of the equity our company holds in the Company, the rights of distribution of the remaining assets after liquidation of the Company, and other rights of operation of the Company;
5) Constitute a liquidation team and exercise the power entitled to the liquidation team, including but not limited to management of the assets of the Company, during the liquidation period in compliance with the laws when the Company is liquidated or dissolved;
6) Inspect the resolutions of the shareholders’ meetings, the resolutions of the board of directors, records and financial accounting statements and reports of the Company in accordance with the laws; and
7) All other rights (including but not limited to all the rights under the laws and the articles of association) entitled to our company as a shareholder of the Company.
Without any restriction on this authorization and within the scope of authorization, the Trustee shall have the right to sign and perform on behalf of our company as the contractual party the equity transfer contract stipulated in the Exclusive Call Option Agreement, and sign and perform as scheduled on behalf of our company as the contractual party the Equity Pledge Agreement and Exclusive Call Option Agreement, as well as the supplemental agreements of the aforesaid agreements.
Within the validity period of this Power of Attorney and subject to the restrictions of the laws of China, our company undertakes to deliver free of charge to WFOE or its designated third party the received distribution of dividends, bonuses or any assets as soon as possible and no later than three (3) days from the date of receipt of such distribution of dividends, bonuses or any assets.
During the period when our company is a shareholder of the Company, no matter how the equity proportion our company holds in the Company is changed, this Power of Attorney shall be irrevocable and effective from the date of signing the Power of Attorney. If and only if WFOE issues our company a written notice of replacing the Trustee, our company shall immediately appoint the then other trustee designated by WFOE to exercise the entrusted rights under this Power of Attorney, and the new authorization shall, once made, supersede the original authorization without the requirement of consent from our company. In addition, our company will not revoke the entrustment and authorization made to the Trustee. During the validity period of this Power of Attorney, our company hereby gives up all rights of exercising the power entitled to the Trustee through this Power of Attorney and no longer exercises such rights by itself.
Our company accepts and bears the corresponding responsibilities for any legal consequences arising from the exercise of the aforesaid entrusted rights by the Trustee. Our company hereby confirms that in no event shall the Trustee be liable for or make any financial compensation whatsoever in respect of the exercise of the aforesaid entrusted rights. And our company agrees to indemnify WFOE, and hold it harmless, for all the loss suffered or likely to be suffered as a result of the exercise of the entrusted rights by the designated Trustee, including but not limited to litigation, recovery, arbitration, claim by any third party or any loss caused by administrative investigation or punishment of the government authorities.
Our company will provide full assistance to the Trustee in exercising the aforesaid entrusted rights and will procure the Company to provide full assistance, including signing in time the legal documents of shareholders’ meetings or other relevant legal documents made by the Trustee if necessary (such as meeting the requirements of the government departments for examination, approval, registration and filing of the required submitted documents), as well as entitling the Trustee the rights to know about the operations, business, customers, finance, employees and other relevant information of the Company, and accessing to related information of the Company.
In case the authorization or exercise of the aforesaid entrusted rights could not be realized for any reasons (except violation of the terms of this Power of Attorney by our company) at any time during the validity period of this trust, all parties shall immediately seek alternatives that are the closest to the unrealized ones, and sign supplemental agreements to amend or adjust the terms of this Power of Attorney to ensure the continuous realization of the purposes of this Power of Attorney if necessary.
This Power of Attorney will be effective from the date of signature and shall, once signed, supersede any undertakings, memorandums, agreements or any other documents previously made in connection with matters of this Power of Attorney, and shall be continuously effective in the validity period of the Exclusive Management Services and Business Cooperation Agreement signed by WFOE, the Company, our company and other relevant parties.
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(This page is the signature page of the Power of Attorney)
Tianjin Puxian Education and Technology Limited Partnership (seal)
Authorized representative (signature):/s/ Sha Yunlong
Date: February 25, 2018
/s/ Seal of Tianjin Puxian Education and Technology Limited Partnership
Power of Attorney
Our company, Ningbo Meishan Bonded Port Area Zhimei Phase V Equity Investment Limited Partnership, with the unified social credit code of 91330206MA28YH3T6T and the registered address at Room 4005, No. 11 Office Building, Business Center, Meishan Avenue, Beilun District, and as of the date of signing this Power of Attorney holds 3.6335% equity of Puxin Education Technology Group Co., Ltd (hereinafter referred to as the “Company”). In respect of the aforesaid equity, our company hereby irrevocably authorizes Purong (Beijing) Information Technology Co., Ltd. (hereinafter referred to as “WFOE”) to exercise the following rights during the validity period of this Power of Attorney in compliance with the laws and regulations of China:
Our company exclusively authorizes WFOE or the individual(s) designated by WFOE (the “Trustee”) to, on behalf of our company, exercise, including but not limited to, the following rights in accordance with the Trustee’s own purpose:
1) | Convene shareholders’ meetings pursuant to the articles of association of the Company, and attend the shareholders’ meetings and sign the resolutions and minutes of the relevant shareholders’ meetings; |
2) | Exercise all the rights of our company as a shareholder in the Company under the laws and the articles of association respectively at the shareholders’ meetings, including but not limited to voting rights, nomination rights and appointment rights; |
3) | Submit on behalf of our company any documents that are necessary to be submitted by shareholders of the Company to the relevant competent government authorities; |
4) | Exercise in accordance with the laws and the articles of association the rights of receiving dividends, selling or transferring or pledging or disposing of all or part of the equity our company holds in the Company, the rights of distribution of the remaining assets after liquidation of the Company, and other rights of operation of the Company; |
5) | Constitute a liquidation team and exercise the power that the liquidation team is entitled to in accordance with the laws, including but not limited to management of the assets of the Company, during the liquidation period when the Company is liquidated or dissolved; |
6) | Inspect the resolutions of the shareholders’ meetings, the resolutions of the board of directors, records and financial accounting statements and reports of the Company in accordance with the laws; and |
7) | All other rights (including but not limited to all the rights under the laws and the articles of association) that our company is entitled to as a shareholder of the Company. |
Without forming any restriction on this authorization and within the scope of authorization, the Trustee shall have the right to sign and perform on behalf of our company as the contractual party the equity transfer contract stipulated in the Exclusive Call Option Agreement, and sign and perform as scheduled on behalf of our company as the contractual party the Equity Pledge Agreement and Exclusive Call Option Agreement, as well as the supplemental agreements of the aforesaid agreements.
Within the validity period of this Power of Attorney and subject to the restrictions of the laws of China, our company undertakes to deliver free of charge to WFOE or its designated third party the received distribution of dividends, bonuses or any assets as soon as possible and no later than three (3) days from the date of receipt of such distribution of dividends, bonuses or any assets of the Company.
During the period when our company is a shareholder of the Company, no matter how the equity proportion our company holds in the Company is changed, this Power of Attorney shall be irrevocable and effective from the date of signing the Power of Attorney. If and only if WFOE issues our company a written notice of replacing the Trustee, our company shall immediately appoint the then other trustee designated by WFOE to exercise the entrusted rights under this Power of Attorney, and the new authorization shall, once made, supersede the original authorization without the requirement of consent from our company. In addition, our company will not revoke the entrustment and authorization made to the Trustee. During the validity period of this Power of Attorney, our company hereby gives up all rights of exercising the power that the Trustee is entitled to through this Power of Attorney and no longer exercises such rights by itself.
Our company accepts and bears the corresponding responsibilities for any legal consequences arising from the exercise of the aforesaid entrusted rights by the Trustee. Our company hereby confirms that in no event shall the Trustee be liable for or make any financial compensation in respect of the exercise of the aforesaid entrusted rights. And our company agrees to indemnify WFOE, and hold it harmless, for all the loss suffered or likely to be suffered as a result of the exercise of the entrusted rights by the designated Trustee, including but not limited to litigation, recovery, arbitration, claim by any third party or any loss caused by administrative investigation or punishment of the government authorities.
Our company will provide full assistance to the Trustee in exercising the aforesaid entrusted rights and will facilitate the Company in providing full assistance, including signing in time the legal documents of shareholders’ meetings or other relevant legal documents made by the Trustee if necessary (such as meeting the requirements of the government departments for examination, approval, registration and filing of the required submitted documents), as well as entitling the Trustee the rights to know about the operations, business, customers, finance, employees and other relevant information of the Company, and accessing related information of the Company.
In case the authorization or exercise of the aforesaid entrusted rights could not be realized for any reasons (except violation of the terms of this Power of Attorney by our company) at any time during the validity period of this trust, all parties shall immediately seek alternatives that are the closest to the unrealized ones, and sign supplemental agreements to amend or adjust the terms of this Power of Attorney to ensure the continuous realization of the purposes of this Power of Attorney if necessary.
This Power of Attorney will be effective from the date of signature and shall, once signed, supersede any undertakings, memorandums, agreements or any other documents previously made in connection with matters of this Power of Attorney, and shall be continuously effective in the validity period of the Exclusive Management Services and Business Cooperation Agreement signed by WFOE, the Company, our company and other relevant parties.
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(This page is the signature page of the Power of Attorney)
Ningbo Meishan Bonded Port Area Zhimei Phase V Equity Investment Limited Partnership (Seal)
Authorized representative (signature): /s/ Wu Zhiguang
Date: February 25, 2018
/s/ Seal of Ningbo Meishan Bonded Port Area Zhimei Phase V Equity Investment Limited Partnership
Power of Attorney
Our company, Puxin Education Technology Group Co., Ltd, is a limited liability company established and subsisting in accordance with the laws of China, with the unified social credit code of 91110108317937192W and the registered address at unit05-535, 8/F, No. 18 Zhongguancun Avenue, Haidian District, Beijing, and as of the date of signing this Power of Attorney directly or indirectly holds equity or sponsor’s interest of the institutions (hereinafter referred to as the “Subject Interest”) set forth in the appendix to this Power of Attorney (hereinafter referred to as the “Subsidiaries”).
If our company increases any institutions invested or controlled (including but not limited to companies, schools and other affiliates directly or indirectly owned by our company with more than 50% investment interest) at any time after the date of signing this Power of Attorney, our company undertakes to add such new entities to the scope of the Subject Interest in this Power of Attorney.
In respect of the aforesaid Subject Interest, our company hereby irrevocably authorizes Purong (Beijing) Information Technology Co., Ltd. (hereinafter referred to as “WFOE”) to exercise the following rights during the validity period of this Power of Attorney in compliance with the laws and regulations of China:
Our company exclusively authorizes WFOE or the individual(s) designated by WFOE (the “Trustee”) to, on behalf of our company, exercise, including but not limited to, the following rights in accordance with the Trustee’s own purpose:
1) Convene shareholders’ meetings or meetings of board of directors/council pursuant to the articles of association of the companies or schools (as applicable, the same below), and attend the shareholders’ meetings or meetings of board of directors/council of the companies or schools and sign the resolutions and minutes of the relevant shareholders’ meetings or meetings of board of directors/council;
2) Exercise all the rights of our company as shareholders or sponsors of the companies or schools under the laws and the articles of association of the companies or schools respectively at the shareholders’ meetings or meetings of board of directors/council of the companies or schools, including but not limited to voting rights, nomination rights and appointment rights;
3) Submit on behalf of our company any documents that are necessary to be submitted to the relevant competent government authorities by shareholders of the companies or sponsors of the schools;
4) Under the conditions allowed by the laws, exercise in accordance with the laws and the articles of association of the companies or schools the rights of receiving dividends, selling or transferring or pledging or disposing of all or part of the Subject Interest our company holds in the companies or schools, the rights of distribution of the remaining assets after liquidation of the companies or schools, and other rights of operation of the companies or schools;
5) Constitute a liquidation team and exercise the power that the liquidation team is entitled to in accordance with the laws, including but not limited to management of the assets of the companies or schools, during the liquidation in liquidation or dissolution period of the companies or schools;
6) Inspect the resolutions of the shareholders’ meetings of the companies, the resolutions of the board of directors/council of the companies or schools, records and financial accounting statements and reports of the companies or schools in accordance with the laws; and
7) All other rights (including but not limited to all the rights under the laws and the articles of association of the companies or schools) that our company is entitled to as shareholders of companies or sponsors of schools.
Within the validity period of this Power of Attorney and subject to the restrictions of the laws of China, our company undertakes to deliver free of charge to WFOE or its designated third party the received distribution of dividends, bonuses or any assets as soon as possible and no later than three (3) days from the date of receipt of such distribution of dividends, bonuses or any assets of the companies or returns distributed by the schools.
During the period when our company is a shareholder of the companies or sponsor of the schools, no matter how the interest proportion our company holds in the companies or schools is changed, this Power of Attorney shall be irrevocable and effective from the date of signing the Power of Attorney. If and only if WFOE issues our company a written notice of replacing the Trustee, our company shall immediately appoint the then other trustee designated by WFOE to exercise the entrusted rights under this Power of Attorney, and the new authorization shall, once made, supersede the original authorization without the requirement of consent from our company. In addition, our company will not revoke the entrustment and authorization made to the Trustee. During the validity period of this Power of Attorney, our company hereby gives up all rights of exercising the power that the Trustee is entitled to through this Power of Attorney and no longer exercises such rights by itself.
Our company accepts and bears the corresponding responsibilities for any legal consequences arising from the exercise of the aforesaid entrusted rights by the Trustee. Our company hereby confirms that in no event shall the Trustee be liable for or make any financial compensation in respect of the exercise of the aforesaid entrusted rights. And our company agrees to indemnify WFOE, and hold it harmless, for all the loss suffered or likely to be suffered as a result of the exercise of the entrusted rights by the designated Trustee, including but not limited to litigation, recovery, arbitration, claim by any third party or any loss caused by administrative investigation or punishment of the government authorities.
Our company will provide full assistance to the Trustee in exercising the aforesaid entrusted rights and will facilitate the companies or schools in providing full assistance, including signing in time the legal documents of shareholders’ meetings or other relevant legal documents made by the Trustee if necessary (such as meeting the requirements of the government departments for approval, registration and filing of the required submitted documents), as well as entitling the Trustee the rights to know about the operations, business, customers, finance, employees and other relevant information of the companies or schools, and accessing to related information of the companies or schools.
In case the authorization or exercise of the aforesaid entrusted rights could not be realized for any reasons (except violation of the terms of this Power of Attorney by our company) at any time during the validity period of this trust, all parties shall immediately seek alternatives that are the closest to the unrealized ones, and sign supplemental agreements to amend or adjust the terms of this Power of Attorney to ensure the continuous realization of the purposes of this Power of Attorney if necessary.
This Power of Attorney will be effective from the date of signature and shall be continuously effective in the validity period of the Exclusive Management Services and Business Cooperation Agreement signed by WFOE, our company and other relevant parties.
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(This page is the signature page of the Power of Attorney)
Puxin Education Technology Group Co., Ltd (seal)
Authorized representative (signature):/s/ Sha Yunlong
Date: February 25, 2018
/s/ Seal of Puxin Education Technology Group Co., Ltd
Appendix:
No. | Name | |
1. | Shanghai Pukuan Education Technology Company Limited | |
2. | Shanghai Jinshan Xin Kebiao Education and Training Center | |
3. | Chongqing Puxin Education Technology Company Limited | |
4. | Chongqing Puxin Wuyou Education Information Consulting Services Company Limited | |
5. | Chongqing Shapingba Wuyou Education and Training School | |
6. | Chongqing Beibei Wuyou Education and Training School | |
7. | Chongqing Youfang Wuyou Education Information Consulting Services Company Limited | |
8. | Chongqing Jiulongpo Wuyou Education and Training Company Limited | |
9. | Beijing Xuezong Tianxia Education Technology Company Limited | |
10. | Beijing Puxing Education Technology Company Limited | |
11. | Beijing Puxian Education Technology Company Limited | |
12. | Beijing Haidian Puxin Training School | |
13. | Fuzhou Pude Education Technology Company Limited | |
14. | Fuzhou Gulou Xueyoufang Training School | |
15. | Hangzhou Puxin Technology Company Limited | |
16. | Hangzhou Feiyue Foreign Language Training School | |
17. | Hangzhou Yulan Professional School | |
18. | Shenyang Milestone Education Information Consulting Company Limited | |
19. | Dalian Puxin Education Technology Company Limited | |
20. | Shenyang Huanggu Dongfang Shenhua Arts Training school | |
21. | Shenyang Shenhe Dongfang Shenhua Education and Training Center | |
22. | Shenyang Heping Dongfang Shenhua Education and Training Center | |
23. | Shenyang Tiexi Dongfang Shenhua Education and Training Center | |
24. | Shenyang Bingying Modern Foreign Language Training School | |
25. | Shenyang Heping Bingying Education and Training Center | |
26. | Shenyang Shenhe Bingying Education and Training Center | |
27. | Shenyang Tiexi Bingying Education and Training Center |
28. | Dalian Dongfang Shenhua Education Consulting Company Limited | |
29. | Dalian Shahekou Dongfang Shenhua Children’s Art Training School | |
30. | Yancheng Tiantian Xiangshang Education and Training Company Limited | |
31. | Beijing Milestone Education Consulting Company Limited | |
32. | Taiyuan Puxin Culture Communication Company Limited | |
33. | Taiyuan Meikang Training School | |
34. | Taiyuan Puxinxue Culture and Arts Company Limited | |
35. | Taiyuan Fubusi Education and Training School | |
36. | Jinan Pude Education Technology Company Limited | |
37. | Jinan Delin Education and Training School | |
38. | Jinan Puxin Education Technology Company Limited | |
39. | Shandong Daozhen English Professional School | |
40. | Jinan Tianqiao Puxin Education and Training School | |
41. | Nanjing Dreamtown Education Information Consulting Company Limited | |
42. | Jinan Qifa Education Consulting Company Limited | |
43. | Jinan Qiru Education and Training School | |
44. | Beijing YESSAT Education Consulting Company Limited | |
45. | Nanjing Diyou Investment Management Company Limited | |
46. | Nanjing Chuangxin Professional School | |
47. | Beijing Ruibao Tongqu Education Consulting Company Limited | |
48. | Chengdu Qidi Wanjuan Education Consulting Company Limited | |
49. | Chengdu Wuhou Shucai Education and Training School | |
50. | Chengdu Jinniu Shucai School | |
51. | Chengdu Jinjiang Shucai Training School | |
52. | Shenyang Puxin Elite Education Consulting Company Limited | |
53. | Tianjin Puxing Education Technology Company Limited | |
54. | Beijing Shangxin Education Technology Company Limited | |
55. | Beijing Houpu Education Company Limited | |
56. | Beijing Quakers Education Consulting Company Limited | |
57. | Nanjing Xinshangxin Education Consulting Company Limited | |
58. | Shanghai Xinyinsi Immigration Services Company Limited | |
59. | Beijing Pule Travel Company Limited |
60. | Beijing Pule Education Technology Company Limited | |
61. | Shenzhen Daiweisi Information Consulting Company Limited | |
62. | Shenzhen Futian Daiweisi English Training Center | |
63. | Shenzhen Milestone Education Technology Company Limited | |
64. | Beijing Puda Education Technology Company Limited | |
65. | Shaoxing Puxin Education Information Consulting Company Limited | |
66. | Shaoxing Yuecheng Lingxian Education and Training School | |
67. | Yunnan Pude Education Information Consulting Company Limited | |
68. | Luzhou Puxing Culture Communication Company Limited | |
69. | Luzhou Hanlin Education Center | |
70. | Xi’an Puxin Shanghe Cultural Development Company Limited | |
71. | Xi’an Yangjian Culture Training Center | |
72. | Xi’an Chang’an Yangjian Culture and Education Training Center | |
73. | Guizhou Puxintian Education Technology Company Limited | |
74. | Qingzhen Tiantian English Training School | |
75. | BaiyunTiantian Foreign Language School | |
76. | Guiyang Wudang Tiantian Foreign Language School | |
77. | Guiyang Huaxi Tiantian Training School | |
78. | Guiyang Yunyan Tiantian Education and Training School | |
79. | Beijing Meikaida Education Technology Company Limited | |
80. | Tianjin Xinsiyuan Culture Communication Company Limited | |
81. | Tianjin Nankai Chengjia Training Center | |
82. | Dalian Pude Education Consulting Company Limited | |
83. | Dalian Xigang Tongfang Technology Culture Training School | |
84. | Ningbo Puxin Education Technology Development Company Limited | |
85. | Ningbo Yinzhou Puxin Weien Education and Training School | |
86. | Ningbo Haishu Weien Education and Training School | |
87. | Ningbo Haishu Xiaoxingxing Foreign Language Training School | |
88. | Ningbo Jiangbei Weien Education and Training School | |
89. | Ningbo Yinzhou Weien Education and Training School | |
90. | Shenyang Pude Education Technology Company Limited | |
91. | Shenyang Tiexi Zhongying Education and Training Center |
92. | Shenyang Huanggu Zhongying Children Education and Training School | |
93. | Jilin Puxin Educational Technology Company Limited | |
94. | Jilin Chuanying Shiji Dongfang Training School | |
95. | Luoyang Pucai Education Technology Company Limited | |
96. | Luoyang Luolong Rainbow Education and Training School | |
97. | Luoyang Jianxi Rainbow Education and Training School | |
98. | Luoyang Gaoxin Rainbow Education and Training School | |
99. | Guangzhou Yingxun Lixiang Education Information Consulting Company Limited | |
100. | Guangzhou Yuexiu Lixiang Training Center | |
101. | Guangzhou Yingxun English Training Center | |
102. | ZMN International Education Consulting (Beijing) Company Limited | |
103. | Beijing Haidian ZMN Education and Training School | |
104. | Henan ZMN Education Consulting Company Limited | |
105. | Zhengzhou Jinshui Wude Paike Foreign Language Training Center | |
106. | Kunming ZMN Education Information Consulting Company Limited | |
107. | Shaanxi ZMN Culture Communication Company Limited | |
108. | ZMN Culture Communication (Shanghai) Company Limited | |
109. | ZMN Education Consulting (Dalian) Company Limited | |
110. | Dalian Shahekou ZMN Education and Training School | |
111. | Qingdao ZMN Education Consulting Company Limited | |
112. | Qingdao ZMN Foreign Language Training School | |
113. | Chengdu ZMN Culture Communication Company Limited | |
114. | Wuhan Wude Paike Culture Communication Company Limited | |
115. | Taiyuan ZMN Education Consulting Company Limited | |
116. | Beijing Shaonian Technology Company Limited | |
117. | Shenyang ZMN Education Consulting Company Limited | |
118. | Hangzhou ZMN Education Consulting Company Limited | |
119. | Chongqing ZMN Education Information Consulting Services Company Limited | |
120. | Shanghai Global Future Education Technology Holdings Limited | |
121. | Wuhan Tianxia Elite Education Consulting Company Limited | |
122. | Wuhan Global English Training School |
123. | Nanjing Global Education and Training School | |
124. | Suzhou Yisi Future Education Consulting Company Limited | |
125. | Suzhou Global Elite Training Center | |
126. | Nantong Chongchuan Global Education Training Center | |
127. | Wuxi Global Future Education Consulting Company Limited | |
128. | Wuxi Global Education Training Center | |
129. | Ningbo Haishu Elite Global Education Training Center | |
130. | Global Future (Tianjin) Education Technology Company Limited | |
131. | Ningbo Yinzhou Elite Global Education Training Center | |
132. | Beijing Global Zhuoer Elite Culture Communication Company Limited | |
133. | Wuhan Global English Training School | |
134. | Beijing Chaoyang Global Education Training Center | |
135. | Beijing Haidian Global Education Training Center | |
136. | Shanghai Yangpu Global Education Training Center | |
137. | Tianjin Heping Global Education Training Center | |
138. | Shenzhen Global Education Training Center | |
139. | Shenyang Global Education Training Center | |
140. | Guangzhou Global Future Education Information Consulting Company Limited | |
141. | Guangzhou Yuexiu Global Elite Training Center | |
142. | Changchun Hafu Cultural Exchange Communication Company Limited | |
143. | Changchun Chaoyang Global Education and Training School | |
144. | Chengdu Global English School | |
145. | Xi’an Yanta AoBo Foreign Language Training School | |
146. | Changsha Furong Global Education Training Center | |
147. | Global Wuhu (Beijing) Overseas Study Consulting Company Limited | |
148. | Beijing Global World-wide Travel Company Limited | |
149. | Nantong Qiantu Yisi Consulting Company Limited | |
150. | Pingyin County Daozhen Education and Training School | |
151. | Tianjin Beichen Shengjia Training School |
Power of Attorney
Our company, Shanghai Trustbridge Investment Management Co., Ltd., with the unified social credit code of 9131011479447504XP and the registered address at Room 7504, No. 7, Lane 1028, Fengdeng Road, Malu Town, Jiading District, Shanghai, holds 3.6335% equity of Puxin Education Technology Group Co., Ltd. (hereinafter referred to as the “Company”) as of the date of signing this Power of Attorney. In respect of the aforesaid equity, our company hereby irrevocably authorizes Purong (Beijing) Information Technology Co., Ltd. (hereinafter referred to as “WFOE”) to exercise the following rights during the validity period of this Power of Attorney in compliance with the laws and regulations of China:
Our company exclusively authorizes WFOE or the individual(s) designated by WFOE (“the Trustee”) to, on behalf of our company, exercise, including but not limited to, the following rights in accordance with the Trustee’s own will:
1) | Convene shareholders’ meetings pursuant to the articles of association of the Company, and attend the shareholders’ meetings and sign the resolutions and minutes of the relevant shareholders’ meetings; |
2) | Exercise all the rights of our company as a shareholder in the Company under the laws and the articles of association respectively at the shareholders’ meetings, including but not limited to voting rights, nomination rights and appointment rights; |
3) | Submit on behalf of our company any documents that are necessary to be submitted by shareholders of the Company to the relevant competent government authorities; |
4) | Exercise in accordance with the laws and the articles of association the rights of receiving dividends, selling or transferring or pledging or disposing of all or part of the equity our company holds in the Company, the rights of distribution of the remaining assets after liquidation of the Company, and other rights of operation of the Company; |
5) | Form a liquidation team and exercise the power that the liquidation team is entitled under the laws, including but not limited to management of the assets of the Company, during the liquidation period when the Company is liquidated or dissolved; |
6) | Inspect the resolutions of the shareholders’ meetings, the resolutions of the board of directors, records and financial accounting statements and reports of the Company in accordance with the laws; and |
7) | All other rights (including but not limited to all the rights under the laws and the articles of association) that our company is entitled as a shareholder of the Company. |
Without forming any restriction on this authorization and within the scope of authorization, the Trustee shall have the right to sign and perform on behalf of our company as the contractual party the equity transfer contract stipulated in the Exclusive Call Option Agreement, and sign and perform as scheduled on behalf of our company as the contractual party the Equity Pledge Agreement and Exclusive Call Option Agreement, as well as the supplemental agreements of the aforesaid agreements.
Within the validity period of this Power of Attorney and subject to the restrictions of the laws of China, our company undertakes to deliver free of charge to WFOE or its designated third party the received distribution of dividends, bonuses or any assets as soon as possible and no later than three (3) days from the date of receipt of such distribution of dividends, bonuses or any assets of the Company.
During the period when our company is a shareholder of the Company, no matter how the equity proportion our company holds in the Company is changed, this Power of Attorney shall be irrevocable and effective from the date of signing the Power of Attorney. If and only if WFOE issues our company a written notice of replacing the Trustee, our company shall immediately appoint the then other trustee designated by WFOE to exercise the entrusted rights under this Power of Attorney, and the new authorization shall, once made, supersede the original authorization without the requirement of consent from our company. In addition, our company will not revoke the entrustment and authorization made to the Trustee. During the validity period of this Power of Attorney, our company hereby gives up all rights of exercising the power that the Trustee is entitled to through this Power of Attorney and no longer exercises such rights by itself.
Our company accepts and bears the corresponding responsibilities for any legal consequences arising from the exercise of the aforesaid entrusted rights by the Trustee. Our company hereby confirms that in no event shall the Trustee be liable for or make any financial compensation in respect of the exercise of the aforesaid entrusted rights.
And our company agrees to indemnify WFOE, and hold it harmless, for all the loss suffered or likely to be suffered as a result of the exercise of the entrusted rights by the designated Trustee, including but not limited to litigation, recovery, arbitration, claim by any third party or any loss caused by administrative investigation or punishment of the government authorities.
Our company will provide full assistance to the Trustee in exercising the aforesaid entrusted rights and will facilitate the Company in providing full assistance, including signing in time the legal documents of shareholders’ meetings or other relevant legal documents made by the Trustee if necessary (such as meeting the requirements of the government departments for examination, approval, registration and filing of the required submitted documents), as well as entitling the Trustee the rights to know about the operations, business, customers, finance, employees and other relevant information of the Company, and accessing related information of the Company.
In case the authorization or exercise of the aforesaid entrusted rights could not be realized for any reasons (except violation of the terms of this Power of Attorney by our company) at any time during the validity period of this trust, all parties shall immediately seek alternatives that are the closest to the unrealized ones, and sign supplemental agreements to amend or adjust the terms of this Power of Attorney to ensure the continuous realization of the purposes of this Power of Attorney if necessary.
This Power of Attorney will be effective from the date of signature and shall, once signed, supersede any undertakings, memorandums, agreements or any other documents previously made in connection with matters of this Power of Attorney, and shall be continuously effective in the validity period of the Exclusive Management Services and Business Cooperation Agreement signed by WFOE, the Company, our company and other relevant parties.
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(This page is the signature page of the Power of Attorney)
Shanghai Trustbridge Investment Management Co., Ltd.
Authorized representative (signature): /s/ Li Shujun
Date: February 25, 2018
/s/ Seal of Shanghai Trustbridge Investment Management Co., Ltd.