清大项目新材料清大新vie协议

1、委托协议及委托PROXY AGREEMENT AND POWER OF 本委托协议及投权委托书(“本协议”)于2014年二1一月5_日由以下各方立冷气ThisProxy Agreement and Powerof Attorney (thisAgreement) is entered 冷气Tsingda Century(Beijing) Information Consulting Co., . (theWFOE), a wholly foreign-owned enterprise registered in Beijing, the Peoples(China or PRC), under

2、 the laws of China;Beijing Tsingda Century Investment Consultant Of Education Co., .(Tsingda), a domestic company registered in Beijing, China, under the laws of China; and每一位在附件l列明的个人（以下这样的个人单独称为一名“股东”，合称为WHEREAS, the WFOE, Tsingda have entered into Master Exclusive Service Agreement, and the Share

3、holders have entered into a series of contractual arrangements, the Parties have entered into the agreements including a master exclusive service agreement, a business cooperation agreement, an exclusive option agreement and an equity interest pledge agreement; these contractual arrangements provide

4、 Tsingda with services necessary for its business operation and also ensure that the WFOE has comprehensive, continuous and effective control over Tsingda ;鉴于，作为为清大世纪的正常经营持续提供服务的对价，清咨询要求股咨询的人，如涉及）为股东的受托人（“受托人”），由受托人全权代替股东行使其就所持清大世纪之股权享有的WHEREAS, as the consideration for the WFOE and its affiliates t

5、o provide Tsingda with services necessary for its business operation, the WFOE has requested the Shareholders to appoint the WFOE (as well as its successors, including a liquidator, if any, replacing the WFOE) as its attorney-in-fact (“Attorney-in-Fact”), with full power of substitution, to exercise

6、 any and all of the rights in respect of the Shareholders equity interest in Tsingda and the Shareholders have agreed to make such appointment.NOW, THEREFORE, in consideration of the premises and the representations, warranties, covenants and agreements herein contained, and intending to be legally

7、bound hereby, the Parties hereby agree as follows:Section第 1咨询的人，如涉及）为其受托人代表该股东行使相关及清大世纪的公司章程规定的就该股东所持清大世纪之股权而享有的任 所利，包括但不限于以下所列权利（合称 Each Shareholder hereby irrevocably nominates, appoints and constitutes the WFOE (as well as its successors, including a liquidator, if any, replacing the WFOE) as it

8、s Attorney-in-Fact to exercise on such Shareholders behalf any and all rights that such Shareholder has in respect of such Shareholders equity interest in Tsingda conferred by relevant laws and regulationsand the articlesof association of Tsingda , including without limitation, the following rights

9、(collectively, “Shareholder 召集及参加清大世纪股东会，接收股东会通知及相关资料；（to call and attend shareholders meetings of Tsingda , and receive notices and materials with respect to the shareholders meeting (as for the purpose of thisAgreement, unless otherwise stipulated herein, “shareholders meetings” includes the meani

10、ng of “teral meeting” );to execute and deliver any and all written resolutions and meeting minutes in the name and on behalf of such Shareholder;to vote by itself or by proxy on any matters discussed on shareholders meetings of Tsingda, including without limitation, thesale, transfer, mortgage, pled

11、geor disposal of any or all of the assets of Tsingda ;tosell,transfer,pledgeordisposeofanyoralloftheequityinterestinTsingdato nominate, appoint or remove the directors, supervisors and senior management of Tsingda when necessary;tooverseetheeconomicperformanceofTsingdatohavefullaccesstothefinanciali

12、nformationofTsingda at any等董事或高级管理提起股东to file anyshareholder lawsuitsortake other legalactions against Tsingda sdirectors or senior management members when such directors or members are acting to the detriment of the interest of Tsingda or its shareholder(s);toapproveannual budgetsordeclaretomanagea

13、nd disposeoftheassetsofTsingdato have the full rights tocontrol andmanage Tsingda s finance, accounting and daily operation (including but not limited to signing and execution of contracts and payment of ernment taxes and duties);to approve the filing of anys with the relevant ernmental authorities

14、or regulatory bodies; andany other rights conferred by the articles of association of Tsingda and/or the relevant laws and regulations on the shareholders.Each Shareholder further agrees and undertakes that without the Attorney-in-Facts prior written consent, it shall not exercise any of the Shareho

15、lder Rights.Section第 2利，受托人亦自主决定撤销对该等替 选的委任。The Attorney-in-Fact has the right to appoint, at its sole discretion, a substitute or substitutes to perform any or all of its rights of the Attorney-in-Fact under this Agreement, and to revoke the appointment of such substitute or substitutes.Section第 3并

16、承认: (i) 受托人已进行或将进行的任何行为，已作出或将作出的任何决定，或已签署或将签件，具有同等法律效力; 及 (ii) 对于股东 本协议规定采取或实施的任何行为，清大世纪将Tsingda confirms, acknowledges and agrees to the appointment of the Attorney-in-Fact to exercise any and all ofthe Shareholder Rights. Tsingda furtherconfirms and acknowledges that (i) any andall acts done or to

17、 be done, decisions made or to be made, and instruments or other s executed or to be executed by the Attorney-in-Fact, shall therefore be as valid and effectual as though done, made or executed by the Shareholders, and (ii) Tsingda will not recognize and facilitate any and all activities of the Shar

18、eholders which are in violation of or inconsistent with this Agreement.Section第 4纪的新增 1Each Shareholder hereby acknowledges that, if theShareholder increases its equity interest in Tsingda , whether by subscribing for additional registered capital thereof or otherwise, any Shareholder Rights in conn

19、ection with such additional equity interest acquired by the Shareholder shall be automatically subject to this Agreement and the Attorney-in-Fact shall have the right to exercise the Shareholder Rights with respect to such additional equity interest on behalf of the Shareholder as described in Secti

20、on 1 hereunder; if the Shareholders equity interest in Tsingda is transferred to any other party, whether by voluntary transfer, judicial sale, foreclosure sale, or otherwise, any such equity interest in Tsingda so transferred remains subject to this Agreement and the Attorney-in-Fact shall continue

21、tohave theright toexercise the Shareholder Rights with respect to such equity interest in Tsingda so transferred as described in Section 1 hereunder.为避免任何疑问，若股东需要根据其与清大 咨询或其关联方签订的独家购股权协议、股权质押协议（包括不时修改后的版本）向清大 咨询或其关联方转让股权，受托人代表股东签署股权转让协议及其他相关协议，履行股东于独家购股权协议及Furthermore, for the avoidance of any doubt

22、, if any equity interest transfer is contemplated under any exclusive option agreement and equity interest pledge agreement(s) that such Shareholder enters into for the benefits of the WFOE or its affiliate (as may be amended from time to time), the Attorney-in-Fact shall, on behalf of the Sharehold

23、er, have the right to sign the equity interest transfer agreement and other relevant agreements and to perform all shareholder obligations under the exclusive optionagreement and the equityinterest pledge agreement(s). If required by the WFOE, the Shareholder shall signany s andfix the chops and/ors

24、eals thereon andtheShareholder shall take any other actions as necessary for purposes of consummation of the aforesaid equity interest Section第 5股东进一步同意并向清大 咨询承诺，假如股东由于其在清大世纪的股权利益收到任何股息、利息、任何其他形式的资本分派、后剩余、或因股权转让产生的收入或对价，股Each Shareholder further covenants with and undertakes to the WFOE that, if the

25、 Shareholder receives any dividends, interest, any other forms of capital distributions, residual assets upon liquidation, or proceeds or consideration from the transfer of equity interest as a result of, or in connection with, such Shareholders equity interest in Tsingda , the Shareholder shall, to

26、 the extent permitted by applicable laws, remit all such dividends, interest, capital distributions, assets, proceeds or consideration to the WFOE or the entity designated by the WFOE without any compensation, and shall bear any and all taxes and fees with respect thereto.Section第 6股东特此受托人依其完全自主判断行使

27、股东权利，并且无需获得股东的任何口头或指示。股东承诺批准并认可受托人或其委任的任何替士或 人根据本协议作出的或促使作Each Shareholderherebyauthorizes theAttorney-in-FacttoexercisetheShareholderRightsaccording to its own judgment without any oral or written instruction from the Shareholder. Each Shareholder undertakes to ratify any acts which the Attorney-in

28、-Fact or any substitutes or agents appointed by the Attorney-in-Fact may lawfully do or cause to be done pursuant to this Agreement.Section第 7本协议经各方 代表正式签署，自本协议标明的签署之日起生效，于清大世纪存续期间持续有效。清大 咨询事先 同意，股东无权终止本协议或撤销对受托人的委任。本协议This Agreement shalle effective as of the date hereof when it is duly executed by

29、 the Parties authorized representatives and shall remain effective as long as Tsingda exists. The Shareholders shall nothave the righttoterminatethisAgreement orrevoke the appointmentofthe Attorney-in-Fact without the priorwritten consent ofthe WFOE. This Agreement shall bebinding upon and shall inu

30、re to the benefit of the Parties and their successors and assigns.Section第 8This Agreement constitutestheentireagreement between thePartieswithrespecttothesubjectmatter Section第 9ThisAgreement shall beconstruedinaccordancewithand erned bythelawsofSection 10 10咨询和清大世纪双方未能解决争议，应将争议提交到 仲裁（“仲裁委”），仲裁会按照申

31、请仲裁时有效的仲裁委仲裁规则经由仲裁解决。仲裁地为 ，仲裁语言为中文。只用一名仲裁员仲裁，该仲裁委员由仲裁委指定。仲裁裁决具终局性且对各方都有约束力。Any dispute or claim arising out of or in connection with or relating to this Agreement shall be resolved by theParties in good faith through negotiations. In case no resolution can be reached by the Parties, such dispute sha

32、ll be submitted to the Beijing Arbitration Commission (the “Arbitration Commission”) for arbitration in accordance with its rules of arbitration in effect at the time of applying for such arbitration and the place of arbitration shall be in Beijing, and the language of arbitration shall be Chinese.

33、The arbitration tribunal shall be composed of only one arbitrator, which shall be appointed by the arbitration commission. The arbitral award shall be final and binding upon all Parties.Throughout any dispute resolution and arbitration proceedings, the Parties shall continue to perform this Agreemen

34、t, to the extent practical, withthe exception of the matter that is under arbitration. Each Party shall be responsible for its own expenses in connection with resolving any Dispute, but the arbitration fees shall be shared equally.Section 11 11（包括合理的费，“损失”）依照另一方的要求立即予以赔偿，以使另一方免受损失：i)该一方在本协议中所作的任何陈述或

35、保证不真实、 确或不完整，或者i)该一方 了其在本协议中所作的任何陈述或保证，或者iii) 如果另一方的损失系由于该另一方或该另的董事、管理 、雇员或者 人自身的故意行为不当、 Either Party shall forthwith ondemandindemnify andhold harmlessthe other Party against anyclaim, loss, liability or damage (including reasonable legal fees, “Loss”) which the other Party shall suffer due to any

36、of the following circumstances: (1) any of the representations or warranties herein made by such Party is untrue, inaccurate orplete, or (2) such Party breaches any of its representations or warranties herein, or (3) such Party breaches any covenant or undertaking herein; provided that neither Party

37、 shall be liable to indemnify the other Party for any Loss to the extent that such Loss arises from the willful misconduct, breach of applicable law, regulation or contractual obligation or from the material negligence of the other Party or its directors, officers, employees, or agents. The Parties agree that this clause shall survive the termination or expiration of this Agreement.ThePartiesagreethatthissectionshallsurvivetheterminationorexpirationofthisSection 12 12Tsingda or either Shareholder shall not assign any of its rights or obligations under this Agre