EX-10.5





 Exhibit 10.5 

Shareholders Voting Proxy Agreement 

by and among 
 Zhizhe
Sihai (Beijing) Technology Co., Ltd. 
 Jixin Huang, Zhong Shao, Liang Zhang 

Yuan Zhou, Shenshen Li, Jie Bai, Dahai Li 

Beijing Chuangxin Fangzhou Technology Co., Ltd. 

Shenzhen Litong Industry Investment Fund Co., Ltd. 

Beijing Sogou Information Services Co., Ltd. 

Xiamen Siyuan Investment Management Co., Ltd. 

Jinghua Jin 
 and

 Beijing Zhizhe Tianxia Technology Co., Ltd. 

July 23, 2018 
  












 TABLE OF CONTENTS 

 

							
	 Chapter 1.
	 	Entrustment of Shareholders’ Voting Rights and Other Rights	  	 	3	 
	 Chapter 2.
	 	Representations and Warranties of the Parties	  	 	4	 
	 Chapter 3.
	 	Confidentiality	  	 	5	 
	 Chapter 4.
	 	Default	  	 	6	 
	 Chapter 5.
	 	Force Majeure	  	 	6	 
	 Chapter 6.
	 	Governing Law and Dispute Resolution	  	 	7	 
	 Chapter 7.
	 	Miscellaneous	  	 	7	 
	 Exhibits:
	 	Irrevocable Power of Attorney	  	 	17	 














 Shareholders Voting Proxy Agreement 

 

 Shareholders Voting Proxy Agreement 

This Shareholders Voting Proxy Agreement (this “Agreement”) is entered into by and among the following parties on July 23, 2018, in
Beijing, the People’s Republic of China (“China” or the “PRC”). 
 Party A (Principals): 

Yuan Zhou 
 ID
Number: ****************** 
 Address: ****************** 

Jixin Huang 
 ID
Number: ****************** 
 Address: ****************** 

Liang Zhang 
 ID
Number: ****************** 
 Address: ****************** 

Zhong Shao 
 ID
Number: ****************** 
 Address: ****************** 

Shenshen Li 
 ID
Number: ****************** 
 Address: ****************** 

Jie Bai 
 ID Number:
****************** 
 Address: ****************** 

Dahai Li 
 ID
Number: ****************** 
 Address: ****************** 

Beijing Chuangxin Fangzhou Technology Co., Ltd. 

Legal Representative: Ning Tao 

Address: Room 1001-005, 10th Floor,
Building 1, 3 Haidian Avenue, Haidian District 
 Shenzhen Litong Industry Investment Fund Co., Ltd. 

Legal Representative: Yuxin Ren 

Address: Room 201, Building A, 1 Qianwan 1st Road, Qianhai Shenzhen-Hong Kong Cooperation Zone,
Shenzhen (settled in Shenzhen Qianhai Commercial Secretary Limited) 
 Beijing Sogou Information Services Co., Ltd. 

Legal Representative: Yi Zhou 

  
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 Shareholders Voting Proxy Agreement 

 

 Address: Room 02, 9th Floor, Sohu Network Building, Building 9, 1 Zhongguancun East
Road, Haidian District, Beijing 
 Xiamen Siyuan Investment Management Co., Ltd. 

Legal Representative: Xuejun Xie 

Address: Area B, Room 365, 859 Lianqian West Road, Siming District, Xiamen 

Jinghua Jin 
 ID
Number: ****************** 
 Address: ****************** 

Party B (Proxy): Zhizhe Sihai (Beijing) Technology Co., Ltd., a wholly foreign-owned enterprise legally
established and validly existing in accordance with the PRC laws, its registered address is 3-011, Workshop 1, 3rd Floor, Building 1, A5 Xueyuan Road, Haidian District, Beijing, and its legal representative is
Yuan Zhou. 
 Party C: Beijing Zhizhe Tianxia Technology Co., Ltd., a limited liability company legally established and validly
existing in accordance with the PRC laws, its registered address is 3-010, Workshop 1, 3rd Floor, Building 1, A5 Xueyuan Road, Haidian District, Beijing, and its legal representative is Yuan Zhou. 

Each of Party A, Party B and Party C shall be hereinafter referred to as a “Party” individually, and as the “Parties”
collectively. 
 Whereas: 
  

	1.	 Party C is a company established in China with exclusive domestic capital; 



 

	2.	 Party B, as all the shareholders of Party C, collectively holds 100% of the equity interests of Party C, of
which Yuan Zhou holds 21.202%, Jixin Huang holds 7.068%, Liang Zhang holds 7.068%, Zhong Shao holds 9.965%, Shenshen Li holds 7.068%, Jie Bai holds 1.3%, Dahai Li holds 0.693%, Beijing Chuangxin Fangzhou Technology Co., Ltd. holds 18.082%, Shenzhen
Litong Industry Investment Fund Co., Ltd. holds 9.663%, Beijing Sogou Information Services Co., Ltd. holds 3.136%, Xiamen Siyuan Investment Management Co., Ltd. holds 10.585%, Jinghua Jin holds 4.17%; 



 

	3.	 The Parties, or some of the Parties have entered into the Exclusive Business Cooperation Agreement on
November 8, 2011; the Supplemental Agreement to Exclusive Business Cooperation Agreement on December 30, 2015; the Equity Interest Pledge Agreement, the Exclusive Share Option Agreement, and the Supplemental Agreement II to Exclusive
Business Cooperation Agreement on July 23, 2018 (collectively, the “Reconstruction Agreements”); Party C shall make various payments to the Proxy under such agreements. Therefore, the daily business activities of Party C shall
have a material impact on its ability to pay the corresponding amounts to the Proxy, the Parties agree to enter into this Agreement to replace the Shareholders Voting Proxy Agreement executed by the Parties or some of the Parties on
November 30, 2016 (the “Original Shareholders Voting Proxy Agreement”); 



  
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 Shareholders Voting Proxy Agreement 

 


	4.	 As the consideration for the Proxy’s obligations under the Reconstruction Agreements, each Principal
agrees to grant the Proxy an irrevocable power of attorney (the “Power of Attorney”) giving the Proxy the right to vote all of their equity interests in the company (the “Equity Interests”) during the term of this
Agreement; 


  

	5.	 Party C acknowledges the rights and obligations of the Principals and the Proxy listed in this Agreement and
shall cooperate in the execution of the Power of Attorney set out in this Agreement. 


 Now, therefore, through amicable
negotiation, the Parties have reached the following agreements: 
 Chapter 1. Entrustment of Shareholders’ Voting Rights and Other
Rights 
  

	1	 Subject to the terms and conditions of this Agreement, the Principals hereby severally and jointly entrust and
irrevocably authorize the Proxy to exercise on their respective behalf the shareholders’ voting rights and management rights over Party C, the powers and rights of the Proxy under the aforementioned entrustment include but limited to the
following: 


  

	 	1.1	 acting on behalf of the Principals to exercise voting rights as the shareholders of Party C;



  

	 	1.2	 acting on behalf of the Principals to exercise management rights over Party C; 



 

	 	1.3	 acting on behalf of the Principals to exercise all other rights of shareholders stipulated in the articles of
association of Party C. 


  

	2	 To enable the Proxy to effectively implement and carry out the various powers and rights granted to the Proxy
under Article 1 above, the Principals covenant and agree that if any law, regulation or any governmental authority requires them to issue a specific power of attorney or similar document, or go through relevant formalities for a specific entrusted
matter (such as notarization of the power of attorney, etc.), they shall issue the power of attorney immediately in accordance with such requirements. 


  

	3	 The Principals hereby covenant and confirm that, upon the written request of the Proxy, the Principals
shall appoint such persons designated by the Proxy as the legal representative, and/or directors or other management positions of Party C. 


  

	4	 The Principals hereby agree and confirm that: the Proxy has the right to issue a written notice to the
Principals and delegate the various powers and rights granted to it under Article 1 above to its senior management personnel. Once receiving the aforesaid written notice of the Proxy and, when necessary, the Principals shall issue a power of
attorney to such senior management personnel designated by the Proxy in accordance with the requirements in the Proxy’s written notice, and grant such personnel the same powers and rights. The Proxy shall have the right to request for
revocation of the aforesaid authorization to such senior management personnel by giving a written notice to the Principals. Once receiving the aforesaid written notice from the Proxy, the Principals shall immediately revoke the authorization to such
senior management personnel in accordance with the requirements of the Proxy in the written notice. 



  
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 Shareholders Voting Proxy Agreement 

 

 Chapter 2. Representations and Warranties of the Parties 

 

	5	 Party A and Party C severally and jointly represent and warrant to Party B as follows: 



 

	 	5.1	 Party A is a natural person with full civil capacity or a business legal person legally established and validly
existing in accordance with the PRC laws; Party C is a business legal person legally established and validly existing in accordance with the PRC laws; 


  

	 	5.2	 Party A is the lawful owner of the Equity Interests, and other than the arrangement under the Reconstruction
Agreements, there is no restriction on the voting rights or disposition rights of the Equity Interests, and none of the Equity Interests is subject to any voting trust or other agreement or arrangement for the voting of such Equity Interests or any
property burden or other transfer restrictions; 


  

	 	5.3	 Party A and Party C have taken necessary actions and obtained necessary authorizations as well as consents and
approvals from third parties and government authorities (if required) for the execution, delivery, and performance of this Agreement. Party A and Party C’s execution, delivery, and performance of this Agreement will not violate the explicit
provisions of laws and regulations, or any documents by which they are bound; 


  

	 	5.4	 as of the execution date of this Agreement, there is no proceeding including litigation, arbitration, or
administrative investigation, etc. against Party A or Party C or their assets that is ongoing or potential to occur in or out of the PRC regarding this Agreement or which may have material impact on this Agreement; 



 

	 	5.5	 this Agreement constitutes Party A and Party C’s legal, valid, and binding obligations upon its
effectiveness. 


  

	6	 Party B represents and warrants to Party A and Party C as follows: 



 

	 	6.1	 Party B is a business legal person legally established and validly existing in accordance with the PRC laws,
has the right to own its assets and to carry on its business; 


  

	 	6.2	 Party B has taken necessary corporate actions, obtained necessary authorizations as well as all consents and
approvals from third parties and government agencies (if required) for the execution, delivery, and performance of this Agreement. Party B’s execution, delivery, and performance of this Agreement do not violate any explicit provisions of laws
and regulations, or any documents by which it is bound; 



  
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 Shareholders Voting Proxy Agreement 

 


	 	6.3	 as of the execution date of this Agreement, there is no proceeding including litigation, arbitration, or
administrative investigation, etc. against Party B or its assets that is ongoing or potential occur in or out of the PRC regarding this Agreement or which may have material impact on this Agreement; 



 

	 	6.4	 this Agreement constitutes Party B’s legal, valid and binding obligations upon its effectiveness.



 Chapter 3. Confidentiality 
  

	7	 This Agreement and its terms, as well as the technologies, technics, methods, specifications, designs,
software, databases, trade secrets, other proprietary information, other confidential business information and technical information disclosed by one Party to other Parties pursuant to this Agreement or other provisions, shall be confidential
information. 


  

	8	 The Parties shall take all necessary confidentiality measures and precautions to protect the confidentiality of
the confidential information. Such confidentiality measures and precautions shall be consistent with the respective measures and precautions taken by each Party to protect its own corresponding sensitive information, and shall in any case at least
conform to the reasonable standards adopted by business entities to protect their own highly confidential information and trade secrets. 


  

	9	 The Party receiving the confidential information shall not disclose any confidential information to any third
party without the written consent of the owner of the confidential information. 


  

	10	 The Party receiving the confidential information may (1) disclose the confidential information to its
designated employees who need to know such information at work for the purpose of performing this Agreement, provided that it shall take all reasonable precautions (including entering into confidentiality agreements with the designated employees or
including confidentiality clauses in labor agreements with designated employees) to prevent such employees from utilizing confidential information for personal benefits or disclosing confidential information without authorization to third parties;
(2) disclose the confidential information to lawyers, accountants and other intermediaries who must know the confidential information to provide professional assistance, but shall ensure such intermediaries are also subject to confidentiality
obligations similar to those set forth in this Article. Any disclosure by the staff or agencies engaged by any Party shall be deemed as the disclosure of such Party, and such Party shall be liable for breach of contract in accordance with this
Agreement. 


  

	11	 The following circumstances shall not be deemed as breach of confidentiality obligation: (1) the
confidential information is already known to other Party(ies) at the time of disclosure; (2) the confidential information is lawfully obtained by other Party(ies) from a third party without breaching its confidentiality obligation; (3) the
confidential information has become known to the public without the fault of other Party(ies); (4) the confidential information is independently developed by other Party(ies) without direct or indirect use of such confidential information; or
(5) the confidential information is required to be disclosed pursuant to relevant laws, regulations, litigation proceedings or judicial orders, any applicable stock exchange rules or regulations, or governmental decisions or orders.




  
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 Shareholders Voting Proxy Agreement 

 


	12	 This Chapter shall remain in force regardless of whether this Agreement is amended, dissolved, or terminated.



 Chapter 4. Default 
  

	13	 Any of the following circumstances of a Party shall constitute a default: 



 

	 	13.1	 failure to perform, fully perform or perform its responsibilities or obligations as stipulated in this
Agreement; 


  

	 	13.2	 any representation and warranty constitute a material misrepresentation in any respect; 



 

	 	13.3	 other violations of this Agreement. 



 

	14	 Upon the default by any Party, the Party shall remedy the default within thirty (30) days.



  

	15	 The breaching Party shall indemnify the related Parties for any expense, liability or loss incurred by such
Parties or their directors, senior management presonnel, senior employees or employees, etc. due to the breaching Party’s default, to hold such Parties harmless. 



 

	16	 The rights and remedies set forth in this Chapter are cumulative and shall not exclude other rights or remedies
provided by other terms of this Agreement and laws and regulations. 


  

	17	 The waiver to the breach of the breaching Party is valid only if it is made in writing; no failure or delay by
a Party in exercising any of its rights or remedies under this Agreement shall constitute a waiver of such Party; the partial exercise of a right or remedy by a Party shall not preclude the exercise of any other right or remedy.



  

	18	 This Chapter shall remain in force regardless of whether this Agreement is amended, dissolved, or terminated.



 Chapter 5. Force Majeure 
  

	19	 “Force Majeure” shall refer to unforeseeable, unavoidable, and insurmountable events,
including but not limited to, earthquakes, typhoons, floods, fires, wars, riots, strikes, changes of laws and regulations, actions of governments, etc. 


  

	20	 Failure of any Party to perform its obligations under this Agreement due to the direct impact of Force Majeure
shall not constitute a default provided that: 


  

	 	20.1	 the failure of the Party to perform its obligations under this Agreement is a direct result of Force Majeure;




  
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 Shareholders Voting Proxy Agreement 

 


	 	20.2	 the Party has used commercial reasonable efforts to perform its obligations under this Agreement, and taken
necessary actions to reduce the losses of other Parties due to such Force Majeure; 


  

	 	20.3	 upon the occurrence of Force Majeure events, the Party affected has promptly notified other Parties in writing,
and provided related written materials and documents evidencing such events within fifteen (15) days after the occurrence, including statements explaining the reasons for such delay of or partial performance of this Agreement.



  

	21	 In the event of Force Majeure, the Parties shall decide whether to amend or terminate this Agreement and
whether to partially or fully release the affected Party from its responsibilities and obligations under this Agreement based on the impact of the event on the performance of this Agreement. 



Chapter 6. Governing Law and Dispute Resolution 
  

	22	 The execution, effectiveness, interpretation, performance, amendment and termination of this Agreement and the
resolution of disputes hereunder shall be governed by the laws of China. 


  

	23	 Any Party may submit any dispute arising out of this Agreement to the China International Economic and Trade
Arbitration Commission for arbitration in Chinese in accordance with then effective arbitration rules of such arbitration commission in Beijing. 


  

	24	 The arbitration award shall be final and legally binding on all Parties. The Parties agree to be bound thereby
and shall act accordingly. Unless otherwise determined by the tribunal, the losing Party shall pay all relevant expenses and costs in relation to the arbitration. 



 

	25	 During the pending arbitration, except for the matters under dispute, the Parties shall continue to exercise
their respective rights under this Agreement and perform their respective obligations under this Agreement. 


  

	26	 This Chapter shall remain in force regardless of whether this Agreement is amended, dissolved, or terminated.



 Chapter 7. Miscellaneous 
  

	27	 This Agreement shall take effect as of the execution date. The term of the rights granted to the Proxy under
this Agreement is the same as the term of the Reconstruction Agreements. 


  

	28	 This Agreement shall be binding on the Parties’ respective successors and permitted assignees.



  

	29	 The Parties may amend or supplement this Agreement in writing. Any amendments and supplemental agreements
executed by the Parties hereto with regard to this Agreement shall constitute an integral part of this Agreement, and shall have the same legal effect as this Agreement. 



  
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 Shareholders Voting Proxy Agreement 

 


	30	 The PRC laws shall prevail in the event of any conflicts between this Agreement, its amendments and
supplemental agreements, and the PRC laws. 


  

	31	 The failure or delay of the Proxy to exercise any right, power or remedy under this Agreement does not affect
such right, power or remedy, or constitutes a waiver of the right, power, or remedy. No separate or partial exercise of such right, power or remedy shall preclude any further exercise of such right, power or remedy, or the exercise of any other
right, power or remedy. If any provision of this Agreement becomes illegal, invalid, or unenforceable in any respect under the law of any jurisdiction at any time, the legality, validity, and enforceability of such provision under the law of any
other jurisdictions and the legality, validity, and enforceability of other provisions of this Agreement shall not be affected or weakened. 


  

	32	 In the event that one or several provisions of this Agreement are held to be invalid, illegal or unenforceable
in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any aspect. The Parties shall negotiate in good faith to replace
such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible
to the economic effect of those invalid, illegal or unenforceable provisions. 


  

	33	 This Agreement is written in Chinese. The original agreement may be made in one or more counterparts as needed,
and each counterpart shall have the same legal effect. 


  

	34	 As of the effective date of this Agreement, the Original Shareholders Voting Proxy Agreement shall terminate,
and all rights and obligations of the Parties specified in the Original Shareholders Voting Proxy Agreement shall terminate accordingly simultaneously. The Parties hereto shall perform their respective rights and obligations in accordance with the
provisions hereof. 


 (Remainder of the Page Intentionally Left Blank, Signature Pages to Follow) 

  
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 Shareholders Voting Proxy Agreement 

 

 Signature Page to Shareholders Voting Proxy Agreement 

Party A: 
  

			
	 Yuan Zhou
  

By: /s/ Yuan
Zhou                                    
	  	 Jixin Huang
  

By: /s/ Jixin
Huang                                    

		
	 Liang Zhang
  

By: /s/ Liang
Zhang                                    
	  	 Zhong Shao
  

By: /s/ Zhong
Shao                                    

		
	 Shenshen Li
  

By: /s/ Shenshen
Li                                    
	  	 Jie Bai
  

By: /s/ Jie
Bai                                         
   

		
	 Dahai Li
  

By: /s/ Dahai
Li                                         
   
	  	


  
 9 














 Shareholders Voting Proxy Agreement 

 

 Signature Page to Shareholders Voting Proxy Agreement 

Party A: 
  

	
	Beijing Chuangxin Fangzhou Technology Co., Ltd.
	(Company Seal)
	
	By: /s/ Ning
Tao                                    
	Name: Ning Tao
	Title: Legal Representative


  
 10 














 Shareholders Voting Proxy Agreement 

 

 Signature Page to Shareholders Voting Proxy Agreement 

Party A: 
  

	
	Shenzhen Litong Industry Investment Fund Co., Ltd.
	 (Company Seal)
  

	By: /s/ Yuxin
Ren                                    
	Name: Yuxin Ren
	Title: Legal Representative


  
 11 














 Shareholders Voting Proxy Agreement 

 

 Signature Page to Shareholders Voting Proxy Agreement 

Party A: 
  

	
	Beijing Sogou Information Services Co., Ltd.
	(Company Seal)
	
	By: /s/ Yi
Zhou                                    
	Name: Yi Zhou
	Title: Legal Representative


  
 12 














 Shareholders Voting Proxy Agreement 

 

 Signature Page to Shareholders Voting Proxy Agreement 

Party A: 
  

	
	Xiamen Siyuan Investment Management Co., Ltd.
	 (Company Seal)
  

	By: /s/ Xuejun
Xie                                    
	Name: Xuejun Xie
	Title: Legal Representative


  
 13 














 Shareholders Voting Proxy Agreement 

 

 Signature Page to Shareholders Voting Proxy Agreement 

Party A: 
  

	
	 Jinghua Jin
  

By: /s/ Jinghua
Jin                                    



  
 14 














 Shareholders Voting Proxy Agreement 

 

 Signature Page to Shareholders Voting Proxy Agreement 

Party B: 
  

	
	Zhizhe Sihai (Beijing) Technology Co., Ltd.
	(Company Seal)
	
	By: /s/ Yuan
Zhou                                    
	Name: Yuan Zhou
	Title: Legal Representative


  
 15 














 Shareholders Voting Proxy Agreement 

 

 Signature Page to Shareholders Voting Proxy Agreement 

Party C: 
  

	
	Beijing Zhizhe Tianxia Technology Co., Ltd.
	(Company Seal)
	
	By: /s/ Yuan
Zhou                                    
	Name: Yuan Zhou
	Title: Authorized Signatory


  
 16 














 Shareholders Voting Proxy Agreement 

 

 Exhibits: Irrevocable Power of Attorney 

  
 17 














 Shareholders Voting Proxy Agreement 

 

 Power of Attorney 

I, Yuan Zhou, a citizen of the People’s Republic of China, whose Identification Card No. is ******************, and a holder of 21.202%
of the equity interests of Beijing Zhizhe Tianxia Technology Co., Ltd. (“Beijing Zhizhe”) (“My Shareholding”). With respect to My Shareholding, I hereby irrevocably authorize Zhizhe Sihai (Beijing) Technology Co.,
Ltd. (the “WFOE”) to exercise the following rights during the term of this Power of Attorney: 
 The WFOE is hereby
authorized, as my sole and exclusive agent and attorney, to act on behalf of myself with respect to all matters concerning My Shareholding to exercise the following rights, including without limitation to: (1) attending shareholders’
meetings; (2) exercising all of the shareholder’s rights and shareholder’s voting rights that I am entitled to under the laws and the articles of association of Beijing Zhizhe, including without limitation selling, transferring,
pledging or disposing of My Shareholding in part or in whole; and (3) designating and appointing the legal representative, chairman, directors, supervisors, general managers and other senior management personnel of Beijing Zhizhe as my
authorized agent. 
 Within the scope of authorization, the WFOE shall have the power to, on behalf of myself, execute the transfer
agreement covenanted in the Exclusive Share Option Agreement (I, being a contracting party as requested), and perform the Equity Interest Pledge Agreement and the Exclusive Business Cooperation Agreement, which are executed on the same date as this
Power of Attorney and with me as a party thereto, the exercise of such right shall not create any restrictions on this authorization. 
 All
the actions associated with My Shareholding conducted by the WFOE shall be deemed as my own actions, and all the documents related to My Shareholding executed by the WFOE shall be deemed to be executed by myself. I hereby acknowledge and ratify such
actions and/or documents. 
 The WFOE has the right to re-authorize and may entrust any other person
or entity to handle the above matters without notifying me or obtaining my consent in advance. 
 During the period that I am a shareholder
of Beijing Zhizhe, this Power of Attorney shall be irrevocable and continuously effective and valid from the execution date of this Power of Attorney. 

During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to the
WFOE through this Power of Attorney, and shall not exercise such rights by myself. 
 This Power of Attorney shall be binding on all my
agents, assignees, and successors. 
  

	
	 By: /s/
Yuan Zhou                                    

Name: Yuan Zhou
 July 23, 2018




  
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 Shareholders Voting Proxy Agreement 

 

 Power of Attorney 

I, Jixin Huang, a citizen of the People’s Republic of China, whose Identification Card No. is ******************, and a holder of 7.068%
of the equity interests of Beijing Zhizhe Tianxia Technology Co., Ltd. (“Beijing Zhizhe”) (“My Shareholding”). With respect to My Shareholding, I hereby irrevocably authorize Zhizhe Sihai (Beijing) Technology Co.,
Ltd. (the “WFOE”) to exercise the following rights during the term of this Power of Attorney: 
 The WFOE is hereby
authorized, as my sole and exclusive agent and attorney, to act on behalf of myself with respect to all matters concerning My Shareholding to exercise the following rights, including without limitation to: (1) attending shareholders’
meetings; (2) exercising all of the shareholder’s rights and shareholder’s voting rights that I am entitled to under the laws and the articles of association of Beijing Zhizhe, including without limitation selling, transferring,
pledging or disposing of My Shareholding in part or in whole; and (3) designating and appointing the legal representative, chairman, directors, supervisors, general managers and other senior management personnel of Beijing Zhizhe as my
authorized agent. 
 Within the scope of authorization, the WFOE shall have the power to, on behalf of myself, execute the transfer
agreement covenanted in the Exclusive Share Option Agreement (I, being a contracting party as requested), and perform the Equity Interest Pledge Agreement and the Exclusive Business Cooperation Agreement, which are executed on the same date as this
Power of Attorney and with me as a party thereto, the exercise of such right shall not create any restrictions on this authorization. 
 All
the actions associated with My Shareholding conducted by the WFOE shall be deemed as my own actions, and all the documents related to My Shareholding executed by the WFOE shall be deemed to be executed by myself. I hereby acknowledge and ratify such
actions and/or documents. 
 The WFOE has the right to re-authorize and may entrust any other person
or entity to handle the above matters without notifying me or obtaining my consent in advance. 
 During the period that I am a shareholder
of Beijing Zhizhe, this Power of Attorney shall be irrevocable and continuously effective and valid from the execution date of this Power of Attorney. 

During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to the
WFOE through this Power of Attorney, and shall not exercise such rights by myself. 
 This Power of Attorney shall be binding on all my
agents, assignees, and successors. 
  

	
	 By: /s/
Jixing Huang                                    

Name: Jixing Hunag
 July 23, 2018




  
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 Shareholders Voting Proxy Agreement 

 

 Power of Attorney 

I, Liang Zhang, a citizen of the People’s Republic of China, whose Identification Card No. is ******************, and a holder of 7.068%
of the equity interests of Beijing Zhizhe Tianxia Technology Co., Ltd. (“Beijing Zhizhe”) (“My Shareholding”). With respect to My Shareholding, I hereby irrevocably authorize Zhizhe Sihai (Beijing) Technology Co.,
Ltd. (the “WFOE”) to exercise the following rights during the term of this Power of Attorney: 
 The WFOE is hereby
authorized, as my sole and exclusive agent and attorney, to act on behalf of myself with respect to all matters concerning My Shareholding to exercise the following rights, including without limitation to: (1) attending shareholders’
meetings; (2) exercising all of the shareholder’s rights and shareholder’s voting rights that I am entitled to under the laws and the articles of association of Beijing Zhizhe, including without limitation selling, transferring,
pledging or disposing of My Shareholding in part or in whole; and (3) designating and appointing the legal representative, chairman, directors, supervisors, general managers and other senior management personnel of Beijing Zhizhe as my
authorized agent. 
 Within the scope of authorization, the WFOE shall have the power to, on behalf of myself, execute the transfer
agreement covenanted in the Exclusive Share Option Agreement (I, being a contracting party as requested), and perform the Equity Interest Pledge Agreement and the Exclusive Business Cooperation Agreement, which are executed on the same date as this
Power of Attorney and with me as a party thereto, the exercise of such right shall not create any restrictions on this authorization. 
 All
the actions associated with My Shareholding conducted by the WFOE shall be deemed as my own actions, and all the documents related to My Shareholding executed by the WFOE shall be deemed to be executed by myself. I hereby acknowledge and ratify such
actions and/or documents. 
 The WFOE has the right to re-authorize and may entrust any other person
or entity to handle the above matters without notifying me or obtaining my consent in advance. 
 During the period that I am a shareholder
of Beijing Zhizhe, this Power of Attorney shall be irrevocable and continuously effective and valid from the execution date of this Power of Attorney. 

During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to the
WFOE through this Power of Attorney, and shall not exercise such rights by myself. 
 This Power of Attorney shall be binding on all my
agents, assignees, and successors. 
  

	
	 By: /s/
Liang Zhang                                       
     
 Name: Liang Zhang

July 23, 2018




  
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 Shareholders Voting Proxy Agreement 

 

 Power of Attorney 

I, Zhong Shao, a citizen of the People’s Republic of China, whose Identification Card No. is ****************, and a holder of 9.965% of
the equity interests of Beijing Zhizhe Tianxia Technology Co., Ltd. (“Beijing Zhizhe”) (“My Shareholding”). With respect to My Shareholding, I hereby irrevocably authorize Zhizhe Sihai (Beijing) Technology Co., Ltd.
(the “WFOE”) to exercise the following rights during the term of this Power of Attorney: 
 The WFOE is hereby authorized,
as my sole and exclusive agent and attorney, to act on behalf of myself with respect to all matters concerning My Shareholding to exercise the following rights, including without limitation to: (1) attending shareholders’ meetings;
(2) exercising all of the shareholder’s rights and shareholder’s voting rights that I am entitled to under the laws and the articles of association of Beijing Zhizhe, including without limitation selling, transferring, pledging or
disposing of My Shareholding in part or in whole; and (3) designating and appointing the legal representative, chairman, directors, supervisors, general managers and other senior management personnel of Beijing Zhizhe as my authorized agent.

 Within the scope of authorization, the WFOE shall have the power to, on behalf of myself, execute the transfer agreement covenanted in
the Exclusive Share Option Agreement (I, being a contracting party as requested), and perform the Equity Interest Pledge Agreement and the Exclusive Business Cooperation Agreement, which are executed on the same date as this Power of Attorney and
with me as a party thereto, the exercise of such right shall not create any restrictions on this authorization. 
 All the actions
associated with My Shareholding conducted by the WFOE shall be deemed as my own actions, and all the documents related to My Shareholding executed by the WFOE shall be deemed to be executed by myself. I hereby acknowledge and ratify such actions
and/or documents. 
 The WFOE has the right to re-authorize and may entrust any other person or
entity to handle the above matters without notifying me or obtaining my consent in advance. 
 During the period that I am a shareholder of
Beijing Zhizhe, this Power of Attorney shall be irrevocable and continuously effective and valid from the execution date of this Power of Attorney. 

During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to the
WFOE through this Power of Attorney, and shall not exercise such rights by myself. 
 This Power of Attorney shall be binding on all my
agents, assignees, and successors. 
  

	
	 By: /s/
Zhong Shao                                    

Name: Zhong Shao
 July 23, 2018




  
 21 














 Shareholders Voting Proxy Agreement 

 

 Power of Attorney 

I, Shenshen Li, a citizen of the People’s Republic of China, whose Identification Card No. is ********************, and a holder of
7.068% of the equity interests of Beijing Zhizhe Tianxia Technology Co., Ltd. (“Beijing Zhizhe”) (“My Shareholding”). With respect to My Shareholding, I hereby irrevocably authorize Zhizhe Sihai (Beijing) Technology
Co., Ltd. (the “WFOE”) to exercise the following rights during the term of this Power of Attorney: 
 The WFOE is hereby
authorized, as my sole and exclusive agent and attorney, to act on behalf of myself with respect to all matters concerning My Shareholding to exercise the following rights, including without limitation to: (1) attending shareholders’
meetings; (2) exercising all of the shareholder’s rights and shareholder’s voting rights that I am entitled to under the laws and the articles of association of Beijing Zhizhe, including without limitation selling, transferring,
pledging or disposing of My Shareholding in part or in whole; and (3) designating and appointing the legal representative, chairman, directors, supervisors, general managers and other senior management personnel of Beijing Zhizhe as my
authorized agent. 
 Within the scope of authorization, the WFOE shall have the power to, on behalf of myself, execute the transfer
agreement covenanted in the Exclusive Share Option Agreement (I, being a contracting party as requested), and perform the Equity Interest Pledge Agreement and the Exclusive Business Cooperation Agreement, which are executed on the same date as this
Power of Attorney and with me as a party thereto, the exercise of such right shall not create any restrictions on this authorization. 
 All
the actions associated with My Shareholding conducted by the WFOE shall be deemed as my own actions, and all the documents related to My Shareholding executed by the WFOE shall be deemed to be executed by myself. I hereby acknowledge and ratify such
actions and/or documents. 
 The WFOE has the right to re-authorize and may entrust any other person
or entity to handle the above matters without notifying me or obtaining my consent in advance. 
 During the period that I am a shareholder
of Beijing Zhizhe, this Power of Attorney shall be irrevocable and continuously effective and valid from the execution date of this Power of Attorney. 

During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to the
WFOE through this Power of Attorney, and shall not exercise such rights by myself. 
 This Power of Attorney shall be binding on all my
agents, assignees, and successors. 
  

	
	 By: /s/
Shenshen Li                                    

Name: Shenshen Li
 July 23, 2018




  
 22 














 Shareholders Voting Proxy Agreement 

 

 Power of Attorney 

I, Jie Bai, a citizen of the People’s Republic of China, whose Identification Card No. is ****************, and a holder of 1.3% of the
equity interests of Beijing Zhizhe Tianxia Technology Co., Ltd. (“Beijing Zhizhe”) (“My Shareholding”). With respect to My Shareholding, I hereby irrevocably authorize Zhizhe Sihai (Beijing) Technology Co., Ltd.
(the “WFOE”) to exercise the following rights during the term of this Power of Attorney: 
 The WFOE is hereby authorized,
as my sole and exclusive agent and attorney, to act on behalf of myself with respect to all matters concerning My Shareholding to exercise the following rights, including without limitation to: (1) attending shareholders’ meetings;
(2) exercising all of the shareholder’s rights and shareholder’s voting rights that I am entitled to under the laws and the articles of association of Beijing Zhizhe, including without limitation selling, transferring, pledging or
disposing of My Shareholding in part or in whole; and (3) designating and appointing the legal representative, chairman, directors, supervisors, general managers and other senior management personnel of Beijing Zhizhe as my authorized agent.

 Within the scope of authorization, the WFOE shall have the power to, on behalf of myself, execute the transfer agreement covenanted in
the Exclusive Share Option Agreement (I, being a contracting party as requested), and perform the Equity Interest Pledge Agreement and the Exclusive Business Cooperation Agreement, which are executed on the same date as this Power of Attorney and
with me as a party thereto, the exercise of such right shall not create any restrictions on this authorization. 
 All the actions
associated with My Shareholding conducted by the WFOE shall be deemed as my own actions, and all the documents related to My Shareholding executed by the WFOE shall be deemed to be executed by myself. I hereby acknowledge and ratify such actions
and/or documents. 
 The WFOE has the right to re-authorize and may entrust any other person or
entity to handle the above matters without notifying me or obtaining my consent in advance. 
 During the period that I am a shareholder of
Beijing Zhizhe, this Power of Attorney shall be irrevocable and continuously effective and valid from the execution date of this Power of Attorney. 

During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to the
WFOE through this Power of Attorney, and shall not exercise such rights by myself. 
 This Power of Attorney shall be binding on all my
agents, assignees, and successors. 
  

	
	
By: /s/ Jie Bai                     
               
 Name: Jie Bai

July 23, 2018




  
 23 














 Shareholders Voting Proxy Agreement 

 

 Power of Attorney 

I, Dahai Li, a citizen of the People’s Republic of China, whose Identification Card No. is ****************, and a holder of 0.693% of
the equity interests of Beijing Zhizhe Tianxia Technology Co., Ltd. (“Beijing Zhizhe”) (“My Shareholding”). With respect to My Shareholding, I hereby irrevocably authorize Zhizhe Sihai (Beijing) Technology Co., Ltd.
(the “WFOE”) to exercise the following rights during the term of this Power of Attorney: 
 The WFOE is hereby authorized,
as my sole and exclusive agent and attorney, to act on behalf of myself with respect to all matters concerning My Shareholding to exercise the following rights, including without limitation to: (1) attending shareholders’ meetings;
(2) exercising all of the shareholder’s rights and shareholder’s voting rights that I am entitled to under the laws and the articles of association of Beijing Zhizhe, including without limitation selling, transferring, pledging or
disposing of My Shareholding in part or in whole; and (3) designating and appointing the legal representative, chairman, directors, supervisors, general managers and other senior management personnel of Beijing Zhizhe as my authorized agent.

 Within the scope of authorization, the WFOE shall have the power to, on behalf of myself, execute the transfer agreement covenanted in
the Exclusive Share Option Agreement (I, being a contracting party as requested), and perform the Equity Interest Pledge Agreement and the Exclusive Business Cooperation Agreement, which are executed on the same date as this Power of Attorney and
with me as a party thereto, the exercise of such right shall not create any restrictions on this authorization. 
 All the actions
associated with My Shareholding conducted by the WFOE shall be deemed as my own actions, and all the documents related to My Shareholding executed by the WFOE shall be deemed to be executed by myself. I hereby acknowledge and ratify such actions
and/or documents. 
 The WFOE has the right to re-authorize and may entrust any other person or
entity to handle the above matters without notifying me or obtaining my consent in advance. 
 During the period that I am a shareholder of
Beijing Zhizhe, this Power of Attorney shall be irrevocable and continuously effective and valid from the execution date of this Power of Attorney. 

During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to the
WFOE through this Power of Attorney, and shall not exercise such rights by myself. 
 This Power of Attorney shall be binding on all my
agents, assignees, and successors. 
  

	
	
By: /s/ Dahai Li                     
               
 Name: Dahai Li

July 23, 2018




  
 24 














 Shareholders Voting Proxy Agreement 

 

 Power of Attorney 

Our company, Beijing Chuangxin Fangzhou Technology Co., Ltd., a limited liability company established in People’s Republic of China with
registered address at Room 1001-005, 10th Floor, Building 1, 3 Haidian Avenue, Haidian District, Beijing, and a holder of 18.082% of the equity interests of Beijing Zhizhe Tianxia Technology Co., Ltd.
(“Beijing Zhizhe”) (“Our Company’s Shareholding”). With respect to Our Company’s Shareholding, our company hereby irrevocably authorize Zhizhe Sihai
(Beijing) Technology Co., Ltd. (the “WFOE”) to exercise the following rights during the term of this Power of Attorney: 

The WFOE is hereby authorized, as our company’s sole and exclusive agent and attorney, to act on behalf of our company with respect to
all matters concerning Our Company’s Shareholding to exercise the following rights, including without limitation to: (1) attending shareholders’ meetings; (2) exercising all of the shareholder’s rights and shareholder’s
voting rights that our company is entitled to under the laws and the articles of association of Beijing Zhizhe, including without limitation selling, transferring, pledging or disposing of Our Company’s Shareholding in part or in whole; and
(3) designating and appointing the legal representative, chairman, directors, supervisors, general managers and other senior management members of Beijing Zhizhe as the authorized agent of our company. 

Within the scope of authorization, the WFOE shall have the power to, on behalf of our company, execute the transfer agreement covenanted in
the Exclusive Share Option Agreement (our company, being a contracting party as requested), and perform the Equity Interest Pledge Agreement and the Exclusive Business Cooperation Agreement, which are executed on the same date as this Power of
Attorney and with our company as a party thereto, the exercise of such right shall not create any restrictions on this authorization. 
 All
the actions associated with Our Company’s Shareholding conducted by the WFOE shall be deemed as our company’s own actions, and all the documents related to Our Company’s Shareholding executed by the WFOE shall be deemed to be executed
by our company. Our company hereby acknowledge and ratify such actions and/or documents. 
 The WFOE has the right to re-authorize and may entrust any other person or entity to handle the above matters without notifying our company or obtaining our company’s consent in advance. 

During the period that our company is a shareholder of Beijing Zhizhe, this Power of Attorney shall be irrevocable and continuously effective
and valid from the execution date of this Power of Attorney. 
 During the term of this Power of Attorney, our company hereby waive all the
rights associated with Our Company’s Shareholding, which have been authorized to the WFOE through this Power of Attorney, and shall not exercise such rights by our company. 

  
 25 














 Shareholders Voting Proxy Agreement 

 

 This Power of Attorney shall be binding on all our company’s agents, assignees, and
successors. 
  

	
	 Beijing Chuangxin Fangzhou Technology

Co., Ltd.
  

/s/ Company
Seal                                    

July 23, 2018




  
 26 














 Shareholders Voting Proxy Agreement 

 

 Power of Attorney 

Our company, Shenzhen Litong Industry Investment Fund Co., Ltd., a limited liability company established in People’s Republic of China
with registered address at Room 201, Building A, 1 Qianwan 1st Road, Qianhai Shenzhen-Hong Kong Cooperation Zone, Shenzhen (settled in Shenzhen Qianhai Commercial Secretary Limited), and a holder of 9.663% of
the equity interests of Beijing Zhizhe Tianxia Technology Co., Ltd. (“Beijing Zhizhe”) (“Our Company’s Shareholding”). With respect to Our Company’s Shareholding, our company hereby irrevocably authorize
Zhizhe Sihai (Beijing) Technology Co., Ltd. (the “WFOE”) to exercise the following rights during the term of this Power of Attorney: 

The WFOE is hereby authorized, as our company’s sole and exclusive agent and attorney, to act on behalf of our company with respect to
all matters concerning Our Company’s Shareholding to exercise the following rights, including without limitation to: (1) attending shareholders’ meetings; (2) exercising all of the shareholder’s rights and shareholder’s
voting rights that our company is entitled to under the laws and the articles of association of Beijing Zhizhe, including without limitation selling, transferring, pledging or disposing of Our Company’s Shareholding in part or in whole; and
(3) designating and appointing the legal representative, chairman, directors, supervisors, general managers and other senior management members of Beijing Zhizhe as the authorized agent of our company. 

Within the scope of authorization, the WFOE shall have the power to, on behalf of our company, execute the transfer agreement covenanted in
the Exclusive Share Option Agreement (our company, being a contracting party as requested), and perform the Equity Interest Pledge Agreement and the Exclusive Business Cooperation Agreement, which are executed on the same date as this Power of
Attorney and with our company as a party thereto, the exercise of such right shall not create any restrictions on this authorization. 
 All
the actions associated with Our Company’s Shareholding conducted by the WFOE shall be deemed as our company’s own actions, and all the documents related to Our Company’s Shareholding executed by the WFOE shall be deemed to be executed
by our company. Our company hereby acknowledge and ratify such actions and/or documents. 
 The WFOE has the right to re-authorize and may entrust any other person or entity to handle the above matters without notifying our company or obtaining our company’s consent in advance. 

During the period that our company is a shareholder of Beijing Zhizhe, this Power of Attorney shall be irrevocable and continuously effective
and valid from the execution date of this Power of Attorney. 
 During the term of this Power of Attorney, our company hereby waive all the
rights associated with Our Company’s Shareholding, which have been authorized to the WFOE through this Power of Attorney, and shall not exercise such rights by our company. 

  
 27 














 Shareholders Voting Proxy Agreement 

 

 This Power of Attorney shall be binding on all our company’s agents, assignees, and
successors. 
  

	
	 Shenzhen Litong Industry Investment Fund Co., Ltd.

 
 /s/ Company
Seal                                    

July 23, 2018




  
 28 














 Shareholders Voting Proxy Agreement 

 

 Power of Attorney 

Our company, Beijing Sogou Information Services Co., Ltd., a limited liability company established in People’s Republic of China with
registered address at Room 02, 9th Floor, Sohu Network Building, Building 9, 1 Zhongguancun East Road, Haidian District, Beijing, and a holder of 3.136% of the equity interests of Beijing Zhizhe Tianxia Technology Co., Ltd. (“Beijing
Zhizhe”) (“Our Company’s Shareholding”). With respect to Our Company’s Shareholding, our company hereby irrevocably authorize Zhizhe Sihai (Beijing) Technology Co., Ltd. (the “WFOE”) to exercise
the following rights during the term of this Power of Attorney: 
 The WFOE is hereby authorized, as our company’s sole and exclusive
agent and attorney, to act on behalf of our company with respect to all matters concerning Our Company’s Shareholding to exercise the following rights, including without limitation to: (1) attending shareholders’ meetings;
(2) exercising all of the shareholder’s rights and shareholder’s voting rights that our company is entitled to under the laws and the articles of association of Beijing Zhizhe, including without limitation selling, transferring,
pledging or disposing of Our Company’s Shareholding in part or in whole; and (3) designating and appointing the legal representative, chairman, directors, supervisors, general managers and other senior management members of Beijing Zhizhe
as the authorized agent of our company. 
 Within the scope of authorization, the WFOE shall have the power to, on behalf of our company,
execute the transfer agreement covenanted in the Exclusive Share Option Agreement (our company, being a contracting party as requested), and perform the Equity Interest Pledge Agreement and the Exclusive Business Cooperation Agreement, which are
executed on the same date as this Power of Attorney and with our company as a party thereto, the exercise of such right shall not create any restrictions on this authorization. 

All the actions associated with Our Company’s Shareholding conducted by the WFOE shall be deemed as our company’s own actions, and
all the documents related to Our Company’s Shareholding executed by the WFOE shall be deemed to be executed by our company. Our company hereby acknowledge and ratify such actions and/or documents. 

The WFOE has the right to re-authorize and may entrust any other person or entity to handle the above
matters without notifying our company or obtaining our company’s consent in advance. 
 During the period that our company is a
shareholder of Beijing Zhizhe, this Power of Attorney shall be irrevocable and continuously effective and valid from the execution date of this Power of Attorney. 

During the term of this Power of Attorney, our company hereby waive all the rights associated with Our Company’s Shareholding, which have
been authorized to the WFOE through this Power of Attorney, and shall not exercise such rights by our company. 

  
 29 














 Shareholders Voting Proxy Agreement 

 

 This Power of Attorney shall be binding on all our company’s agents, assignees, and
successors. 
  

	
	 Beijing Sogou Information Services Co., Ltd.

 
 /s/ Company
Seal                                    

July 23, 2018




  
 30 














 Shareholders Voting Proxy Agreement 

 

 Power of Attorney 

Our company, Xiamen Siyuan Investment Management Co., Ltd., a limited liability company established in People’s Republic of China with
registered address at Area B, Room 365, 859 Lianqian West Road, Siming District, Xiamen, and a holder of 10.585% of the equity interests of Beijing Zhizhe Tianxia Technology Co., Ltd. (“Beijing Zhizhe”) (“Our Company’s
Shareholding”). With respect to Our Company’s Shareholding, our company hereby irrevocably authorize Zhizhe Sihai (Beijing) Technology Co., Ltd. (the “WFOE”) to exercise the following rights during the term of this
Power of Attorney: 
 The WFOE is hereby authorized, as our company’s sole and exclusive agent and attorney, to act on behalf of our
company with respect to all matters concerning Our Company’s Shareholding to exercise the following rights, including without limitation to: (1) attending shareholders’ meetings; (2) exercising all of the shareholder’s
rights and shareholder’s voting rights that our company is entitled to under the laws and the articles of association of Beijing Zhizhe, including without limitation selling, transferring, pledging or disposing of Our Company’s
Shareholding in part or in whole; and (3) designating and appointing the legal representative, chairman, directors, supervisors, general managers and other senior management members of Beijing Zhizhe as the authorized agent of our company. 

Within the scope of authorization, the WFOE shall have the power to, on behalf of our company, execute the transfer agreement covenanted in
the Exclusive Share Option Agreement (our company, being a contracting party as requested), and perform the Equity Interest Pledge Agreement and the Exclusive Business Cooperation Agreement, which are executed on the same date as this Power of
Attorney and with our company as a party thereto, the exercise of such right shall not create any restrictions on this authorization. 
 All
the actions associated with Our Company’s Shareholding conducted by the WFOE shall be deemed as our company’s own actions, and all the documents related to Our Company’s Shareholding executed by the WFOE shall be deemed to be executed
by our company. Our company hereby acknowledge and ratify such actions and/or documents. 
 The WFOE has the right to re-authorize and may entrust any other person or entity to handle the above matters without notifying our company or obtaining our company’s consent in advance. 

During the period that our company is a shareholder of Beijing Zhizhe, this Power of Attorney shall be irrevocable and continuously effective
and valid from the execution date of this Power of Attorney. 
 During the term of this Power of Attorney, our company hereby waive all the
rights associated with Our Company’s Shareholding, which have been authorized to the WFOE through this Power of Attorney, and shall not exercise such rights by our company. 

  
 31 














 Shareholders Voting Proxy Agreement 

 

 This Power of Attorney shall be binding on all our company’s agents, assignees, and
successors. 
  

	
	 Xiamen Siyuan Investment Management Co., Ltd.

 
 /s/ Company
Seal                                    

July 23, 2018




  
 32 














 Shareholders Voting Proxy Agreement 

 

 Power of Attorney 

I, Jinghua Jin, a citizen of the People’s Republic of China, whose Identification Card No. is ****************, and a holder of 4.17% of
the equity interests of Beijing Zhizhe Tianxia Technology Co., Ltd. (“Beijing Zhizhe”) (“My Shareholding”). With respect to My Shareholding, I hereby irrevocably authorize Zhizhe Sihai (Beijing) Technology Co., Ltd.
(the “WFOE”) to exercise the following rights during the term of this Power of Attorney: 
 The WFOE is hereby authorized,
as my sole and exclusive agent and attorney, to act on behalf of myself with respect to all matters concerning My Shareholding to exercise the following rights, including without limitation to: (1) attending shareholders’ meetings;
(2) exercising all of the shareholder’s rights and shareholder’s voting rights that I am entitled to under the laws and the articles of association of Beijing Zhizhe, including without limitation selling, transferring, pledging or
disposing of My Shareholding in part or in whole; and (3) designating and appointing the legal representative, chairman, directors, supervisors, general managers and other senior management personnel of Beijing Zhizhe as my authorized agent.

 Within the scope of authorization, the WFOE shall have the power to, on behalf of myself, execute the transfer agreement covenanted in
the Exclusive Share Option Agreement (I, being a contracting party as requested), and perform the Equity Interest Pledge Agreement and the Exclusive Business Cooperation Agreement, which are executed on the same date as this Power of Attorney and
with me as a party thereto, the exercise of such right shall not create any restrictions on this authorization. 
 All the actions
associated with My Shareholding conducted by the WFOE shall be deemed as my own actions, and all the documents related to My Shareholding executed by the WFOE shall be deemed to be executed by myself. I hereby acknowledge and ratify such actions
and/or documents. 
 The WFOE has the right to re-authorize and may entrust any other person or
entity to handle the above matters without notifying me or obtaining my consent in advance. 
 During the period that I am a shareholder of
Beijing Zhizhe, this Power of Attorney shall be irrevocable and continuously effective and valid from the execution date of this Power of Attorney. 

During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to the
WFOE through this Power of Attorney, and shall not exercise such rights by myself. 
 This Power of Attorney shall be binding on all my
agents, assignees, and successors. 
  

	
	 By: /s/
Jinghua Jin                                    

Name: Jinghua Jin
 July 23, 2018




  
 33