教案成果讲稿member resolutions

1、DREAMORE () LIMITED(the “HK Company”)WRITTEN RESOLUTIONS OF THE SOLE SHAREHOLDER OF THE HK COMPANY PASSED ON JUNE 4th , 2015.The undersigned, being the sole shareholder of the HK Company, hereby consents to the adoption and approval of the following resolutions:1.APPROVAL OF SHARE PURCHASE AGREEMNT4

2、th,RESOLVEDT the terms of the Share Purchase Agreement dated as of June2015 (the “Share Purchase Agreement”) attached hereto as Exhibit A by and amongDreamore (Cayman)Inc. (the “Company”), Shanghai Junmeng Network TechnologyCo.,.() (the “WFOE”), the HK Company, DU Mengjie均络科技(), CHEN Na (), CHEN Wei

3、bang ()(together with DU Mengjie andCHEN Na, collectively, the “Founders” and each a “Founder”), Shanghai DreamoreNetwork Technology Co.,. () (the “Shanghai追络科技Dreamore”), Woyao Youxue (Beijing) Technology Co.,. (我要游学()科技有限公司) (the “Beijing Subsidiary”), Nanjing Dreamoreernet Technology Co.,. (南京敢络科

4、技) (the “Nanjing Dreamore”), Shanghai Dreamore NetworkTechnology Co.,. (Beijing Haidian Branch) (追络科技海淀) (together with Shanghai Dreamore, Beijng Sudsidiary, Nanjing Dreamore, the “Domestic Companies”, and each a “Domestic Company”), IDG China Media Fund IIL.P., Willting Capital Fund I, L.P. (collet

5、ively the “Series B-1 Investors”) andcertain other parties and each and every tranion contemplated therein be and arehereby approved andt the sole director of the HK Company be authorized to sign theShare Purchase Agreement and any ancillary agreements for and on behalf of the HK Company.2.APPROVAL

6、OF SHAREHOLDERS AGREEMENTT the terms of the Shareholders Agreement dated as of June 4th, 2015RESOLVED(the “Shareholders Agreement”) attached hereto as Exhibit B by and among the HKCompany, the Company, the WFOE, the Founders, the Domestic Companies, EnjuneHolding,CO.,Limited (the “Series A-1 Investo

7、r”), ESLA ONE INVESTMENT CO.,leer Holdings Limited (together with ESLA ONE INVESTMENT, the “Series A-2 Investors”), IDG China Media Fund II L.P.(the “Series A-3Investor”), IDG China Media Fund II L.P., Willting Capital Fund I, L.P. (togetherwith IDG China Media Fund II L.P., the “Series B-1 Investor

8、s” together with Series A-1Investor, the Series A-2 Investors, Series A-3 Investor, the “Investors” and each a “Investor”) and certain oth arties setting out the terms upon which the parties wish to regulate their relationship as shareholders of the Company, and each and everytranion contemplated th

9、erein be and are hereby approved andt the sole director ofSole Member Resolutions of HK Companythe HK Company be authorized to sign the Shareholders Agreement and any ancillary agreements for and on behalf of the HK Company.3.REMOVAL AND APPOMENT OF DIRECTORSRESOLVED,t REN Jianqiong () is removed fr

10、om thof Directors ofthe Company with effect immediay upon the Closing.RESOLVED,t WANG Xinguang ( 王新光)and ZOU Xiaolong( 邹小龙) benominated appoed as additional directors of the Company until such time as he/sheresigns or is removed.IT IS FURTHER RESOLVED,t the registered office provider of the Company

11、beauthorized and instructed to update the register of directors of the Company to reflect theappoment of the new directors, and to attend to the nesary filings with the Registrarof Companies.4.GENERAL AUTHORISATIONRESOLVEDT in connection with the actions contemplated by the foregoingresolutions, the

12、 director or any officer be, and any othersons as are authorized by anyof them be, authorized,he name and on behalf of the HK Company, to do such furtheracts and things as the director or any officer or such otherson shall deem nesary orappropriate in connection with, or to carry out the actions con

13、templated by, the foregoingresolutions, including to do and perform (or cause to be done and performed), in the name and on behalf of the HK Company, all such acts and to make, execute, deliver,ie or file (or cause to be made, executed, delivered or filed) winyincluding s, instruments,anyernmental a

14、uthority or agency, all such agreements,s, consents and waivers, and all amendments to any such agreements,s, instruments oras any of them may deem nes, and to pay or cause to be paid, all such payments,sary or advisable to carry out theent of the foregoingresolutions, the authority for the taking o

15、f any such action and the execution and delivery of such of the foregoing to be conclusively evidenced thereby.5.RATIFICATION OF PRIOR ACTIONSRESOLVEDT any and all actions of the HK Company, or of the director or anyofficer, taken in connection with the actions contemplated by the foregoing resolutionsprior to the execution hereof be ratified, confirmed, approved and adopted in all r