hCXOProxy Agreement

2. 

Tianjin Xunna Information Technology Ltd. (hereafter referred to as Party B)

1.  

Xunna Network Sci-Tech (Beijing) Co., Ltd. (the “Company”) was established on April 25, 2011. The Company has registered capital of RMB 2,000,000. The subscribed capital contribution of Fu Jiaxing is RMB 1,800,000, accounting to 90% of the total amount of contribution. The subscribed capital contribution of Tian Honglin is RMB 200,000, accounting to 10% of the total amount of contribution.

2.  

Tianjin Xunna Information Technology Ltd. (the “WFOE”) is a wholly foreign-owned limited company legally registered and existing in Tianjin, with the main business scope of software information technology consulting and system software development.

3.  

Shareholders intend to unlimitedly entrust the person designated by WOFE with the shareholder’s voting right at the shareholder’s meeting of the Company and WFOE is intends to designates person to accept such entrust.

Shareholders hereby agrees to irrevocably entrust the person designated by WOFE with their shareholder’s voting rights and other shareholder’s rights for representing them to exercise such rights at the shareholder’s meeting of the Company in accordance with the laws and its Article of Association as the following (hereafter referred to as “Entrusted Rights”):

1.2

Each shareholder shall acknowledge and assume responsibilities for any legal consequences arising as a result of WOFE to exercise the Entrusted Rights.

1.3

Shareholders hereby agree that WOFE are not required to seek opinion from Shareholders prior to exercise of the Entrusted Rights. However, WOFE shall notify Shareholders immediately of any resolution or proposal on convening a temporary shareholders’ meeting after such resolution or proposal is made.

2.1

For the purpose of exercising the Entrusted Rights, WOFE is entitled to learn about any information in relation to the Company’s operation, business, customers, finance, and employees, and review related materials. The Company shall use all its best endeavors to cooperate.

3.1

When necessary, WOFE can designate a person or persons within the company to exercise the Entrusted Rights pursuant to the Article 1 of this Agreement. Shareholders shall consent to the designation and assume legal liabilities accordingly.

3.2

Shareholders shall offer full assistances to WOFE with regard to the exercise of the Entrusted Rights, including timely execution of shareholders’ resolution and other related legal documents concerning the Company adopted by WFOE, such as documents to meet the requirement of governmental approvals, registrations or filings

3.3

If at any time within the term of the Agreement, the grant or exercise of Entrusted Rights is impossible for whatever cause (excluding the breach of Agreement by any shareholder and the Company), PARTIES shall seek a similar alternative solution, and if necessary, enter into supplementary agreement to amend or adjust the terms and conditions of this Agreement to assure the realization of the purpose of this Agreement.

4.1

The PARTIES hereby acknowledged that WOFE shall not be liable to or compensate (monetary or otherwise) other parties or any third party in respect of exercise of the Entrusted Rights.

4.2

The Shareholders and the Company agree to indemnify and hold WOFE harmless against all losses incurred as a result of exercise the Entrust Rights by WFOE, including but not limited to losses resulted from litigations, demands, arbitrations, claims by any third party or from administrative investigation, penalties, provided that such losses are not caused by WOFE’s willful default or gross negligence.

5.1

The Shareholders jointly and severally represent and warrant as the following：

(1)  

Each of them has full capacity of action. They have the complete and independent legal status, power and valid authority to enter into and perform this Agreement. Each of them may sue or be sued independently.

(2)  

Each of them has the full power and authority to execute and deliver this Agreement and all other documents relating to the transaction contemplated hereby that are to be executed by it. They have the full power and authority to consummate the transaction contemplated hereby. This Agreement is duly executed and delivered by them. Upon the effectiveness, this Agreement shall constitute their legal and binding obligation and may be enforceable against them in accordance with the terms hereof.

 

其拥有签订和交付本协议及其他所有与本协议所述交易有关的、其将签署的文件的完全权力和授权，其拥有完成本协议所述交易的完全权力和授权。本协议由其合法、适当地签署并交付。本协议构成对其的合法的、具有约束力的义务，并可根据本协议条款对其强制执行。

(3)  

On the date of this Agreement, Each of them is the Company’s registered legal shareholder. Except for the rights specified by this Agreement, the Entrusted rights are free of any third party right. Pursuant to this Agreement, WOFE can exercise the Entrusted rights fully and completely in accordance with the effective articles of associations of the Company.

(1)  

Each of them has dully incorporated and validly exists under the laws of place of incorporation. They possess independent legal person status and have the legal right and full power and authority to enter into and perform this Agreement. They can sue or be sued independently.

 

其是根据其注册地法律适当注册并合法存续的公司，具有独立法人资格；具有完全、独立的法律地位和法律能力签署、交付并履行本协议，可以独立地作为一方诉讼主体。

(2)  

Each of them has or guarantee it will attain all power and authorization to execute and deliver this Agreement and all other documents relating to the transaction contemplated hereby that are to be executed by them. They have or guarantee they will have the full power and authority to consummate the transaction contemplated hereby.

The Company represents and warrants as the following：

6.1

This Agreement will be effective upon the dully execution by PARTIES. Unless PARTIES terminate the Agreement by writing, as long as any PARTY still be the shareholder of the Company，this Agreement shall continue to be effective without limitation.

6.2

If any shareholder transfers its share in the Company with advance consent of WOFE, it will cease to be a party of this Agreement; however the obligation and commitment of the other shareholders shall not be adversely affected.

7.1

All notices demands or other communications which are required to be given under this Agreement shall be in writing and send to relevant parties.

8.1

The Parties agree and confirm that if any party (the “Breaching Party”) materially breach any terms of this Agreement or unable to perform any obligation under this Agreement, it will constitute a “Breach” act. Other party (the “Observant Party”) can ask Breaching Party to take remedial measures within reasonable time. If the Breaching Party does not take any remedial measures within reasonable time or within 10 days after serving of written notice by the Observant Party asking for remedial actions, then (1) if the shareholders or the Company is the Breaching Party, WOFE can terminate this Agreement and ask for damages; (2) if WOFE is the Breaching Party, the observant party can ask for damages, but under no circumstance the Observant Party can terminate or rescind the Agreement or the entrustment under this Agreement.

8.2

The rights and remedies specified by this Agreement are cumulative and not exclusive of other rights or remedies under laws and regulations.

8.3

 Despite other provisions in this Agreement, the effectiveness of Article 8 shall not be affected by the termination or rescission of this Agreement.

9.1

This Agreement shall be executed in four (4) original copies and each PARTY hold one (1) copy. Each original copy has the same legal effect.

9.2

The execution, validity performance, amendment, interpretation and termination of this agreement are governed by the laws of Peoples’ Republic of China.

9.3

The Parties shall strive to settle any dispute in connection with this Agreement through friendly consultation. In case no settlement can be reached within thirty (30) day since the arising of dispute, such matters shall be submitted to China International Economic and Trade Arbitration Commission (the “CIETAC”). Arbitration shall take place in Beijing in accordance with the arbitration rule of CIETAC. The arbitration award shall be final and conclusive and binding upon the PARTIES.

9.4

Any right, power or remedy granted to a PARTY by one term of this agreement does not exclude the party from any right, power or remedy granted by other terms of this Agreement or by laws and regulations. And one party’s exercise of its right, power and remedy does not exclude the party from exercising other right, power and remedy.

9.5

No failure or delay by any PARTY in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy

9.6

Headings used in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

9.7

Every articles under this Agreement is independent and severable. If at any time any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect, the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

9.8

Any amendment or supplement of this Agreement shall be in writing and duly executed by the PATIES.

9.9

Without prior written approval by all the other parties, one party cannot transfer, pledge or assign any right, benefit or obligation under this Agreement.

9.10

This agreement is binding to all the PATRIES herein and their respective lawful successors and assignees.