Party C unconditionally and irrevocably undertakes that it will sign a power of attorney (the “Power of Attorney”) in the substance and form as shown in [Appendix 1] hereto after the execution of this Agreement, to respectively authorize Party A or any person as designated by Party A according to Party A’s instruction (the “Trustee”) to exercise all shareholders’ rights available to it as the shareholders of Party B in accordance with Party B’s articles of association then in effect and applicable laws and regulations. Such shareholders’ rights (the “Entrusted Rights”) include without limitation:

Party C unconditionally and irrevocably undertakes that it will sign a power of attorney (the “Power of Attorney”) in the substance and form as shown in [Appendix 1] hereto after the execution of this Agreement, to respectively authorize Party A or any person as designated by Party A according to Party A’s instruction (the “Trustee”) to exercise all shareholders’ rights available to it as the shareholders of Party B in accordance with Party B’s articles of association then in effect and applicable laws and regulations. Such shareholders’ rights (the “Entrusted Rights”) include without limitation:

Party C hereby agrees, upon execution of the Agreement, to sign the power of attorney in the form and substance of the Exhibit attached hereto, pursuant to which Party C shall irrevocably authorize any person designated by Party A to exercise shareholders’ rights on their behalf and to exercise all voting rights to which the shareholders are entitled at Party B’s shareholders’ meeting in the name of the shareholders of Party B. Party C further agrees that they will replace the person so designated in such power of attorney at the request of Party A at any time.

The Trustee and/or Party A exercises the Entrusted Rights as if Party C exercises the shareholders’ rights. When Party A issues a written notice to Party C to replace the Trustee, Party C shall immediately instruct the other entity or individual as designated by Party A then to exercise the aforesaid Entrusted Rights, and sign a Power of Attorney in the substance and form as shown in [Appendix 1] hereto. Once such new Power of Attorney is signed, it shall replace the original Power of Attorney. Meanwhile, Party C shall also announce or clarify that the original Power of Attorney has been abolished by notifying relevant persons or in other publicity form. In addition, Party C shall not revoke the entrustment and authorization granted to the Trustee and/or Party A.