Partner Voting Rights Proxy Agreement

1.1

Each Limited Partner hereby irrevocably undertakes to sign a power of attorney in the form and substance as set forth in Annex 1 after execution of this Agreement to entrust the individual designated by the WFOE (hereinafter, the “Entrusted Person”) to exercise on its behalf the following rights they, as the limited partner of the Partnership, are entitled to under the then effective articles of association of the Partnership (collectively, the “Limited Partners Entrusted Rights”):

(a)

Proposing to convene and attending partners’ meetings of the Partnership as the representative of the Limited Partners according to the articles of association of the Partnership;

(b)

On behalf of the Limited Partners, exercising voting rights on all the issues needing to be discussed and resolved by the partners’ meetings of the Partnership, including but not limited to the appointment of the Partnership’s executive partner needing to be appointed and removed by the partners;

(c)

Other Limited Partner’s voting rights as specified in the articles of association of the Partnership (including any other Limited Partner’s voting rights as specified in the amended articles of association);

(d)

When the Existing Partners transfer the interests of the Partnership held by it, agrees to the transfer of assets of the Partnership, agrees to reduce capital commitments to the Company (including withdrawal from the Partnership), or accepts the WFOE or its designated party to subscribe the capital commitment of the Partnership in accordance with the Exclusive Option Agreement signed by the parties on the same date hereof, to sign relevant partnership interest transfer agreements, asset transfer agreements (if applicable), capital commitment reduction agreements, capital subscription agreements and other relevant documents on behalf of the Limited Partners, and handle government approval, registration and filing procedure which is required; and

(e)

On behalf of each Limited Partner, sign all the other documents that need to be signed by each Limited Partner as the limited partner of the Partnership (including but not limited to the business change registration documents of the Partnership, documents with respect to admission, withdrawal, delisting, increase or decrease in the amount of capital commitments of any Partner, and documents related to the dissolution and liquidation of the Partnership).

1.2

The General Partner hereby irrevocably undertakes to sign a power of attorney in the form and substance as set forth in Annex 1 after execution of this Agreement to entrust the individual designated by the WFOE (hereinafter, the “Entrusted Person”) to exercise on its behalf the following rights it, as the general partner and executive partner of the Partnership, are entitled to under the then effective articles of association of the Partnership (collectively, the “General Partner Entrusted Rights”, together with the Limited Partners Entrusted Rights, the “Entrusted Rights”):

(a)

Proposing to convene and attending partners’ meetings of the Partnership as the representative of the General Partner according to the articles of association of the Partnership;

(b)

On behalf of the General Partner, exercising voting rights on all the issues needing to be discussed and resolved by the partners’ meetings of the Partnership, including but not limited to the appointment of the Partnership’s executive partner needing to be appointed and removed by the partners;

(c)

Other General Partner’s voting rights and/or decision rights as specified in the articles of association of the Partnership (including rights of representing the Partnership, managing and operating the Partnership and executing partnership affairs based on the General Partner as the executive partner of the Partnership, and any other General Partner’s voting rights as specified in the amended articles of association);

(d)

When the Existing Partners transfer the interests of the Partnership held by it, agrees to the transfer of assets of the Partnership, agrees to reduce capital commitments to the Company (including withdrawal from the Partnership), or accepts the WFOE or its designated party to subscribe the capital commitment of the Partnership in accordance with the Exclusive Option Agreement signed by the parties on the same date hereof, to sign relevant partnership interest transfer agreements, asset transfer agreements (if applicable), capital commitment reduction agreements, capital subscription agreements and other relevant documents on behalf of the General Partner, and handle government approval, registration and filing procedure which is required; and

(e)

On behalf of the General Partner, sign all the other documents that need to be signed by the General Partner as general partner of the Partnership (including but not limited to the business change registration documents of the Partnership, documents with respect to admission, withdrawal, delisting, increase or decrease in the amount of capital commitments of any Partner, and documents related to the dissolution and liquidation of the Partnership).

1.3

The Entrusted Person shall perform the fiduciary obligations within the scope of authorization with due care and diligence and in compliance with laws. The Existing Partners acknowledge and assume relevant liabilities for any legal consequences of the Entrusted Person’s exercise of the foregoing Entrusted Rights.

1.4

The Existing Partners hereby acknowledge that the Entrusted Person is not required to seek advice from the Existing Partners prior to the exercise of the foregoing Entrusted Rights. However, the Entrusted Person shall inform the Existing Partners in a timely manner of any resolution or any proposal on convening interim partners’ meeting after such resolution or proposal is made.

2.1

For the purpose of exercising the Entrusted Rights hereunder, the Entrusted Person is entitled to know the information with regard to the Partnership’s operation, business, customers, finance, staff, etc., and shall have access to the relevant materials of the Partnership. The Partnership shall adequately cooperate with the Entrusted Person in this regard.

3.1

The Existing Partners will provide adequate assistance to the exercise of the Entrusted Rights by the Entrusted Person, including timely execution of the resolutions of the partners’ meeting of the Partnership adopted by the Entrusted Person or other related legal documents when necessary (e.g., when it is necessary for examination and approval of or registration or filing with governmental departments).

3.2

If at any time during the term of this Agreement, the grant or exercise of the Entrusted Rights hereunder is unenforceable for any reason (except for default of Existing Partners or the Partnership), the Parties shall immediately seek a most similar substitute for the unenforceable provision and, if necessary, enter into a supplementary agreement to amend or adjust the provisions herein, in order to ensure the realization of the purpose of this Agreement.

4.1

The Parties acknowledge that the WFOE shall not be requested to be liable to or compensate (monetary or otherwise) other Parties or any third party due to exercise of the Entrusted Rights hereunder by the individuals designated by it in any circumstances.

4.2

The Existing Partners and the Partnership agree to indemnify and hold harmless the WFOE from and against all losses incurred or likely to be incurred by it due to exercise of the Entrusted Rights by the Entrusted Person designated by the WFOE, including without limitation, any loss resulting from any litigation, demand, arbitration or claim initiated or raised by any third party against it or from administrative investigation or penalty of governmental authorities (collectively, the “Losses”), PROVIDED THAT the above indemnity in respect of any Losses shall not be available to the WFOE to the extent that such Losses have been caused by the willful default or gross negligence on the part of the Entrusted Person.

(b)

Each Limited Partner is a PRC citizen with full capacity; the General Partner is a limited liability company legally registered and validly existing in accordance with the PRC laws. Each Existing Partners has complete and independent legal status and legal capacity to execute, deliver and perform this Agreement, and can independently act as a party to a litigation.

(b)

The Partnership is a limited partnership legally registered and validly existing in accordance with the PRC Laws; it has complete and independent legal status and legal capacity to execute, deliver and perform this Agreement, and can independently act as a party to a litigation.

(d)

The Existing Partners are the recorded legal partner of the Partnership as of the effective date of this Agreement, and except for the rights under this Agreement, the Partnership Interests Pledge Agreement and the Exclusive Option Agreement entered into among the Existing Partners, the Partnership and the WFOE, the Entrusted Rights are free of any third-party right. Pursuant to this Agreement, the Entrusted Person may fully and sufficiently exercise the Entrusted Rights in accordance with the then effective articles of association of the Partnership.

(e)

Without the consent of the WFOE, the Existing Partners shall not take any measures to advice, claim or request amendment, modification, termination or change the articles of association of the Partnership in any other forms.

(f)

Without the consent of the WFOE, the General Partner and the Partnership shall not, and each Limited Partner shall not procure or agree the General Partner and/or the Partnership reach

5.2

The Existing Partners hereby irrevocably represent and warrant that, once they know or should be aware that the Partnership interests held by them may be transferred to any third party other than the WFOE and/or through other entities and/or individuals designated by the WFOE due to applicable laws, judgments or awards of courts or arbitration institution, or for any other reason, they should immediately and without hesitation notify the WFOE.

5.5

The Partnership hereby irrevocably represents and warrants that, once it knows or should be aware that the Partnership interests held by the Existing Partners may be transferred to any third party other than the WFOE and/or through other entities and/or individuals designated by the WFOE due to applicable laws, judgments or awards of courts or arbitration institution, or for any other reason, it should immediately and without hesitation notify the WFOE.

6.1

Subject to the provisions of Articles 6.2 and 6.3 hereof, this Agreement shall become effective as of the date of the due execution by the Parties and the term of this Agreement shall be twenty (20) years; unless prematurely terminated by the Parties in writing or pursuant to Article 9.1 hereof. After the expiration of this Agreement, unless the WFOE informs other Parties 30 days in advance that this Agreement will not be renewed, this Agreement will be automatically renewed for one year after the expiration of the term, and so on.

6.2

If the Partnership or the WFOE, upon expiry of its duration, fails to handle the examination, approval and registration procedures concerning the extension of its duration, this Agreement shall be terminated.

6.3

In case that the Existing Partners transfer all of the equity interest held by it in the Partnership with the WFOE’s prior consent, such Existing Partner shall cease to be a party to this Agreement since it has completed relevant assistant obligation, executed all the relevant and necessary documents, completed relevant internal procedure of the Partnership and governmental approval, registration, filing procedures (provided subject to Article 4, Article 5.1, Article 6, Article 7, Article 8, Article 9 and Article 10). However, the foregoing termination does not affect the binding effect on the legal transferee or heir of such Party under the circumstance that the partnership interest held by either Party has transferred in accordance with Article 10.10, and does not affect the obligations and covenants of other Parties under this Agreement.

7.1

All the notices, request, requirement and other communications pursuant to this Agreement shall be delivered to the relevant Party in written form.

7.2

Abovesaid notices or other notices if given by facsimile transmission or e-mail, shall be deemed effectively given upon successful transmission; if given by person, shall be deemed effectively given upon delivery by person; if given by post, shall be deemed effectively given on the date after two (2) days from posting.

8.1

Regardless of whether this Agreement is terminated or not, each Party shall keep strictly confidential all the business secrets, proprietary information, customer information and other information of a confidential nature about the other Parties known by it during the execution and performance of this Agreement (collectively, the “Confidential Information”). The receiving Party shall not disclose any Confidential Information to any third party except with the prior written consent of the disclosing Party or in accordance with relevant laws or regulations or under requirements of the place where its affiliate is listed on a stock exchange. The receiving Party shall not use or indirectly use any Confidential Information other than for performing this Agreement.

8.2

The following information shall not be deemed part of the Confidential Information:

(a)

any information already known by the receiving Party by legal means prior to disclosure, which is substantiated in writing;

(b)

any information being part of public knowledge through no fault of the receiving Party; or

(c)

any information rightfully received by the receiving Party from other sources after disclosure.

8.3

The receiving Party may disclose the Confidential Information to its relevant employees, agents or engaged professionals, but the receiving Party shall guarantee that they are in compliance with the relevant terms and conditions of this Agreement and assume any responsibility arising from any breach thereof by them.

8.4

Notwithstanding any other provision herein, the validity of this Article shall survive the termination of this Agreement.

9.1

The Parties agree and acknowledge that, if any of the Parties (the “Defaulting Party”) materially breaches any provision herein or materially fails to perform or delays performance of any of the obligations hereunder, such breach, failure or delay shall constitute a default under this Agreement (a “Default”). In such event, any of the other Parties without default (the “Non-defaulting Party”) shall have the right to require the Defaulting Party to rectify such Default or take remedial measures within a reasonable period. If the Defaulting Party fails to rectify such Default or take remedial measures within such reasonable period or within ten (10) days of the Non-defaulting Party notifying the Defaulting Party in writing and requiring the Default to be rectified, then:

(a)

if the Existing Parner or the Partnership is the Defaulting Party, the WFOE shall be entitled to terminate this Agreement and require the Defaulting Party to indemnify all damages;

(b)

if the WFOE is the Defaulting Party, the Non-defaulting Party shall be entitled to require the Defaulting Party to indemnify all damages, but the Non-defaulting Party shall not be entitled to any rights to terminate or cancel this Agreement in any situation unless otherwise provided by the mandatory provisions of the laws.

9.2

Notwithstanding any other provision herein, the validity of this Article shall survive the suspension or termination of this Agreement.

(a)

Any dispute arising hereunder and in connection herewith shall be resolved through consultations among the Parties, and if the Parties fail to reach a mutual agreement, any Party may submit such dispute to Guangzhou Arbitration Commission for arbitration in accordance with its arbitration rules in effect at the time of applying for arbitration. The seat of arbitration shall be Guangzhou. The arbitral award shall be final and binding on the Parties. The costs of arbitration shall be borne by the losing Party, unless otherwise determined by the arbitration tribunal.

(b)

During dispute resolution, the Parties shall continue to perform the terms of this Agreement other than those relating to disputes.