Exhibit 10.8


 


Voting Rights Proxy Agreement


 


This Voting Rights Proxy Agreement (the “Agreement”)
is made in Wuhan, the P.R.C on June 3, 2017 among the following parties:


 


	Party A:	LI Jianbao (hereinafter "Entrusting Party ")
	 	 
	ID No.:	410621198005141513
	 	 
	Party B:	Wuhan Shengshi Leju Management Co., Ltd.
	 	 
	Address:	Room 1, 15F, Building 6, Fanhai International Tower, Soho City, Central Business Area, Wang Jia Dun, Jianghan District, Wuhan
	 	 
	Party C:	Shengshi Leju (Wuhan) Technology Holdings Co. Ltd.
	 	 
	Address:	No.1, 23F, Building 4, Fanhai International Tower, Soho City, Central Business Area, Jianghan District, Wuhan


 


In this Agreement, each of Party A, Party
B and Party C shall be referred to as a "Party" respectively, and they shall be collectively referred to as the "Parties".


 


Whereas:


 


		1.	The Entrusting Party, the shareholders of Party C, collectively own 20% of the equity interest
in Party C in record.



 


		2.	The Entrusting Party is willing to unconditionally entrust Party B or Party B’s designee
to vote on his or her behalf at the shareholders’ meeting of Party C, and Party B is willing to accept such proxy on behalf
of Entrusting Party.



 


Therefore, the Parties hereby agree as
follows:


 




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 Voting Rights Proxy Agreement



     


    

 


		1	Proxy of Voting Rights



 


		1.1	Entrusting Party hereby irrevocably covenants that, he/she shall execute the Power of Attorney
(“POA”) set forth in Exhibit A upon signing this Agreement and entrust Party B or Party B’s designee (“Designee”)
to exercise all his or her rights as the shareholders of Party C under the Articles of Association of Party C (hereinafter collectively
referred to as “Proxy Rights”), including without limitation to:



 


		1)	propose to hold a shareholders' meeting in accordance with the Articles of Association of Party
C and attend shareholders' meetings of Party C as the agent and attorney of Entrusting Party;



 


		2)	exercise all shareholder's voting rights with respect to all matters to be discussed and voted
in the shareholders’ meeting of Party C, including but not limited to designate and appoint the director, the chief executive
officer and other senior management members of Party C;



 


		3)	exercise other voting rights the shareholders are entitled to under the laws of China promulgated
from time to time; and



 


		4)	exercise other voting rights the shareholders are entitled to under the Articles of Association
of Party C amended from time to time;



 


Party B hereby agrees to accept
such proxy as set forth in Section 1.1. Upon receipt of the written notice of change of Designee from Party B, the Entrusting Party
shall immediately entrust such person to exercise the rights set forth in Section 1.1. Except the aforesaid situation, the proxy
shall be irrevocable and continuously valid.


 


		1.2.	The Entrusting Party hereby acknowledges and ratify all the actions associated with the proxy conducted
by the Designee.



 


		1.3.	The Entrusting Party hereby confirm that, Designee is entitled to exercise all proxy rights without
the consent of Entrusting Party.



 


		2.	Rights to Information



 


		2.1.	For the purpose of this Agreement, the Designee is entitled to request relevant information of
Party C and inspect the materials of Party C. Party C shall provide appropriate assistance to the Designee for his/her work.



 




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		2.2.	The Entrusting Party and Party C shall immediately inform Party B once the proxy matter happens.



 


		3.	Performance of Proxy Rights



 


		3.1.	The Entrusting Party shall provide appropriate assistance to the Designee for the performance of
proxy rights provided in this Agreement, including signing and executing the shareholders’ resolution or other relevant legal
documents (if applicable).



 


		3.2.	In the event that one or several of the provisions of this Agreement are found 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 strive 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.



 


		4.	Representations and Warranties



 


		4.1.	The Entrusting Party hereby represents and warrants as follows:



 


		1)	The Entrusting Party has full power and legal right to enter into this Agreement and perform his
or her obligations under this Agreement and in executing the POA; This Agreement constitute legal, valid, binding and enforceable
obligation of each Entrusting Party.



 


		2)	Each Entrusting Party has necessary authorization for the execution and delivery of this Agreement,
and the execution, delivery and performance of this Agreement will not conflict with or violate any and all constitutional documents
of Party C.



 


		3)	Each Entrusting Party is the lawfully registered and beneficial owner of the shares of Party C,
and none of the shares held by the Entrusting Party is subject to any encumbrance or other restrictions, except as otherwise provided
under the Equity Pledge Agreement and Share Disposal Agreement entered into by and between the Entrusting Party, Party B and Party
C . According to this Agreement, the Designee has full power and legal rights to exercise the proxy rights according to the Articles
of Association of Party C.



 




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		4.2.	Party C hereby represents and warrants as follows:



 


		1)	Party C is a company legally registered and validly existing in accordance with the laws of China
and has independent legal person status, and has full and independent civil and legal capacity to execute, deliver and perform
this Agreement. It can sue and be sued as a separate entity;



 


		2)	Party C has taken all necessary corporate actions, obtained all necessary authorization and the
consent and approval from third parties and government agencies (if any) for the execution and performance of this Agreement. Party
C’s execution and performance of this Agreement do not violate any explicit requirements under any law or regulation binding
on Party C.



 


		3)	Each Entrusting Party is the lawfully registered and beneficial owner of the shares of Party C,
and none of the shares held by the Entrusting Party is subject to any encumbrance or other restrictions, except as otherwise provided
under the Equity Pledge Agreement and Share Disposal Agreement entered into by and between the Entrusting Party, Party B and Party
C. According to this Agreement, the Designee has full power and legal rights to exercise the proxy rights according to the Articles
of Association of Party C.



 


		5.	Term of this Agreement



 


		5.1.	This Agreement shall become effective upon the date hereof with a term of twenty (20) years. The
Parties agree that, this Agreement can be extended only if Party B gives its written consent of the extension of this Agreement
before the expiration of this Agreement and the other Parties shall agree with this extension without reserve.



 


		5.2.	If the Entrusting Party has transferred all his or her equity interests in Party C subject to the
prior consent of Party B, the obligations and warranties under this Agreement of the Entrusting Party shall be undertaken by the
assignee.



 




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		6.	Notices



 


		6.1.	All notices and other communications required or permitted to be given pursuant to this Agreement
shall be delivered in written.



 


		6.2.	Notices given by personal delivery, by courier service or by registered mail, postage prepaid,
shall be deemed effectively given on the date of acceptance or refusal at the address specified for notices. Notices given by facsimile
transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated
confirmation of transmission).



 


		7.	Confidentiality



 


The Parties acknowledge and confirm
that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection
with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality
of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant
confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than
through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable
laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to
be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated
hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality
obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies
hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable
for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.


 


		8.	Liability for Breach of Agreement



 


		8.1.	The Parties agree and confirm that, if either Party (the “Defaulting Party”)
is in breach of any provisions herein or fails to perform its obligations hereunder, such breach or failure shall constitute a
default under this Agreement (the “Default”), which shall entitle the non-defaulting Party (the “Non-defaulting
Party”) to request the Defaulting Party to rectify or remedy such default with a reasonable period of time. If the Defaulting
Party fails to rectify or remedy such default within the reasonable period of time or within 10 days of Non-defaulting Party’s
written notice requesting for such rectification or remedy, then the Non-defaulting Party shall be entitled to elect the following
remedial actions:



 




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		1)	If the Defaulting Party is any Entrusting Party or Party C, then Party B has the right to terminate
this Agreement and request the Defaulting Party to fully compensate its losses and damages;



 


		2)	If the Defaulting Party is Party B, then the Non-defaulting Party has the right to request the
Defaulting Party to fully compensate its losses and damages, but in no circumstance shall the Non-defaulting Party early terminate
this Agreement unless the applicable law provides otherwise.



 


		8.2.	Notwithstanding otherwise provided under this Agreement, the validity of this Section shall not
be affect by the suspension or termination of this Agreement.



 


		9.	Miscellaneous



 


		9.1.	This Agreement shall be signed in Chinese and English language bearing the same legal effect. In
the event of any inconsistency between the Chinese and English language, the Chinese version of this Agreement shall prevail. This
Agreement shall have three counterparts, with each party holding one original. All counterparts shall be given the same legal effect.



 


		9.2.	The execution, effectiveness, interpretation, performance, amendment, termination and dispute resolution
shall be governed by the law of the People’s Republic of China.



 


		9.3.	In the event of any dispute with respect to this Agreement, the Parties shall first resolve the
dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute, either Party may submit
the relevant dispute to the China International Economic and Trade Arbitration Commission Hubei Sub-Commission for arbitration,
in accordance with its Arbitration Rules. The arbitration shall be conducted in Wuhan City, Hubei Province. The arbitration award
shall be final and binding on all Parties.



 


		9.4.	The rights and remedies provided for in this Agreement shall be accumulative and shall not affect
any other rights and remedies stipulated at law.



 


		9.5.	Any Party may waive the terms and conditions of this Agreement, provided that such a waiver must
be provided in writing and shall require the signatures of the Parties. No waiver by any Party in certain circumstances with respect
to a breach by other Parties shall operate as a waiver by such a Party with respect to any similar breach in other circumstances.



 




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		9.6.	The headings of this Agreement are for convenience only, and shall not be used to interpret, explain
or otherwise affect the meanings of the provisions of this Agreement.



 


		9.7.	Any amendment, change and supplement to this Agreement shall require the execution of a written
agreement by all of the Parties.



 


		9.8.	Without Party B's prior written consent, other Parties shall not assign its rights and obligations
under this Agreement to any third party. Entrusting Party and Party C agrees that Party B may assign its obligations and rights
under this Agreement to any third party upon a prior written notice to Entrusting Party and Party C.



 


		9.9.	This Agreement shall be binding on the legal successors of the Parties.



 


[THE SIGNATURE PAGE]


 




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IN WITNESS WHEREOF, the Parties have caused their authorized
representatives to execute this Agreement as of the date first above written.


 


	Party A	LI Jianbao
	 	 
	By:	/s/ LI Jianbao	 
	 	 
	Party B:	Wuhan Shengshi Leju Management Co., Ltd.
	 	 
	By:	/s/ ZHENG Wei	 
	 	 
	Name:	ZHENG Wei
	 	 
	Title:	Legal Representative
	 	 
	Party C:	Shengshi Leju (Wuhan) Technology Holdings Co. Ltd.
	 	 
	By:	/s/ ZHENG Wei	 
	 	 
	Name:	ZHENG Wei
	 	 
	Title:	Legal Representative


 






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 Voting Rights Proxy Agreement



     


    

 


Exhibit A


 


Power of Attorney


 


I, LI Jianbao, a Chinese
citizen with Chinese Identification Card No.: 410621198005141513, and a holder of 20% of the entire registered capital in Shengshi
Leju (Wuhan) Technology Holdings Co. Ltd. ("My Shareholding"), hereby irrevocably authorize Wuhan Shengshi Leju Management
Co., Ltd. (“Designee”) to exercise the following rights relating to My Shareholding during the term of this Power of
Attorney:


 


The Designee is hereby
authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding,
including without limitation to: 1) attend shareholders' meetings of Shengshi Leju (Wuhan) Technology Holdings Co. Ltd.; 2) exercise
all the shareholder's rights and shareholder's voting rights I am entitled to under the laws of China and Articles of Association
of Shengshi Leju (Wuhan) Technology Holdings Co. Ltd., including but not limited to the sale or transfer or pledge or disposition
of My Shareholding in part or in whole; and 3) designate and appoint on behalf of myself the legal representative (chairperson),
the director, the supervisor, the chief executive officer and other senior management members of Shengshi Leju (Wuhan) Technology
Holdings Co. Ltd..


 


Without limiting the
generality of the powers granted hereunder, the Designee shall have the power and authority under this Power of Attorney to execute
the Transfer Contracts stipulated in Share Disposal Agreement, to which I am required to be a party, on behalf of myself, and to
effect the terms of the Equity Pledge Agreement and Share Disposal Agreement, both dated the date hereof, to which I am a party.


 


All the actions
associated with My Shareholding conducted by the Designee shall be deemed as my own actions, and all the documents related to My
Shareholding executed by the Designee shall be deemed to be executed by me. I hereby acknowledge and ratify those actions and/or
documents by the Designee.


 


Unless Wuhan Shengshi
Leju Management Co., Ltd. issues an instruction to me to change the Designee, this Power of Attorney is coupled with an interest
and shall be irrevocable and continuously valid from the date of execution of this Power of Attorney, so long as I am a shareholder
of Shengshi Leju (Wuhan) Technology Holdings Co. Ltd..


 


During the term of this
Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to the Designee through
this Power of Attorney, and shall not exercise such rights by myself.


 


This Power of Attorney
is written in Chinese and English; in case there is any conflict between the Chinese version and the English version, the Chinese
version shall prevail.


 


 


 




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	 	LI Jianbao	 
	 	 	 
	 	By:	 
	 	June 3, 2017	 


 


	Witness:	 	 
	Name:	 	 
	June 3, 2017	 	 


 




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