Exhibit 10.8

 

Power of Attorney

 

The undersigned, LAI Meisong (with residence address at ***, and Identification Card No. ***), a holder of 34.35% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                         designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 

As long as the undersigned is a shareholder of the Company, this Power of

 











 

Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
LAI Meisong
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/LAI Meisong
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 











 

Power of Attorney

 

The undersigned, LAI Jianfa (with residence address at ***, and Identification Card No. ***), a holder of 12.00% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                          attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                          exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                          designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                          exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 

As long as the undersigned is a shareholder of the Company, this Power of

 











 

Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
LAI Jianfa
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/LAI Jianfa
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 











 

Power of Attorney

 

The undersigned, WANG Jilei (with residence address at ***, and Identification Card No. ***), a holder of 10.00% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                          attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                          exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                          designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                          exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 

As long as the undersigned is a shareholder of the Company, this Power of 

 











 

Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights  associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
WANG Jilei
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/WANG Jilei
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 











 

Power of Attorney

 

The undersigned, HU Xiangliang (with residence address at ***, and Identification Card No. ***), a holder of 7.05% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                          attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                          exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                          designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                          exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 











 

As long as the undersigned is a shareholder of the Company, this Power of Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
HU Xiangliang
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/HU Xiangliang
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 











 

Power of Attorney

 

The undersigned, ZHANG Shunchang (with residence address at ***, and Identification Card No. ***), a holder of 6.00% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                          attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                          exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                          designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                          exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 









 

As long as the undersigned is a shareholder of the Company, this Power of Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
ZHANG Shunchang
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ZHANG Shunchang
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 











 

Power of Attorney

 

The undersigned, SHANG Xuebing (with residence address at ***, and Identification Card No. ***), a holder of 4.40% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                         designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 











 

As long as the undersigned is a shareholder of the Company, this Power of Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
SHANG Xuebing
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/SHANG Xuebing
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 











 

Power of Attorney

 

The undersigned, QIU Feixiang (with residence address at ***, and Identification Card No. ***), a holder of 3.00% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                         designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 











 

As long as the undersigned is a shareholder of the Company, this Power of Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
QIU Feixiang
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ QIU Feixiang
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 











 

Power of Attorney

 

The undersigned, LAN Baixi (with residence address at ***, and Identification Card No. ***), a holder of 1.40% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                         designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 











 

As long as the undersigned is a shareholder of the Company, this Power of Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
LAN Baixi
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/LAN Baixi
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 











 

Power of Attorney

 

The undersigned, MENG Feng (with residence address at ***, and Identification Card No. ***), a holder of 1.00% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                         designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 











 

As long as the undersigned is a shareholder of the Company, this Power of Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
MENG Feng
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/MENG Feng
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 











 

Power of Attorney

 

The undersigned, XU Hongjun (with residence address at ***, and Identification Card No. ***), a holder of 0.59% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                         designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 











 

As long as the undersigned is a shareholder of the Company, this Power of Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
XU Hongjun
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/XU Hongjun
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 




 






 

Power of Attorney

 

The undersigned, ZHANG Yaoren (with residence address at ***, Identification Card No. ***), a holder of 1.00% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                         designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 











 

As long as the undersigned is a shareholder of the Company, this Power of Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
ZHANG Yaoren
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ZHANG Yaoren
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 











 

Power of Attorney

 

The undersigned, WU Lemou (with residence address at ***, Identification Card No. ***), a holder of 2.79% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                         designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 











 

As long as the undersigned is a shareholder of the Company, this Power of Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
WU Lemou
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/WU Lemou
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 











 

Power of Attorney

 

The undersigned, TENG Jianying (with residence address at ***, Identification Card No. ***), a holder of 5.02% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                         designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 











 

As long as the undersigned is a shareholder of the Company, this Power of Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
TENG Jianying
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/TENG Jianying
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 











 

Power of Attorney

 

The undersigned, LI Baozhen (with residence address at ***, Identification Card No. ***), a holder of 0.53% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                         designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 











 

As long as the undersigned is a shareholder of the Company, this Power of Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
LI Baozhen
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/LI Baozhen
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 











 

Power of Attorney

 

The undersigned, MA Shumin (with residence address at ***, Identification Card No. ***), a holder of 0.39% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                         designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 











 

As long as the undersigned is a shareholder of the Company, this Power of Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
MA Shumin
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/MA Shumin
    
	
 
    	
 
    
	
 
    	
Date: August 18,   2015
    


 




 






 

Power of Attorney

 

The undersigned, WANG Wei (with residence address at ***, Identification Card No. ***), a holder of 0.26% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                         designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 











 

As long as the undersigned is a shareholder of the Company, this Power of Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
WANG Wei
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/WANG Wei
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 











 

Power of Attorney

 

The undersigned, LAI Jianchang (with residence address at ***, and Identification Card No. ***), a holder of 1.06% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                         designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 

As long as the undersigned is a shareholder of the Company, this Power of

 











 

Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
LAI Jianchang
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/LAI Jianchang
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 











 

Power of Attorney

 

The undersigned, LAI Mingsong (with residence address at ***, and Identification Card No. ***), a holder of 1.04% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                         designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 

As long as the undersigned is a shareholder of the Company, this Power of

 











 

Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
LAI Mingsong
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/LAI Mingsong
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 











 

Power of Attorney

 

The undersigned, WANG Senliang (with residence address at ***, and Identification Card No. ***), a holder of 0.49% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                         designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 

As long as the undersigned is a shareholder of the Company, this Power of

 











 

Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
WANG Senliang
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/WANG Senliang
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 











 

Power of Attorney

 

The undersigned, ZENG Youwang (with residence address at ***, and Identification Card No. ***), a holder of 0.25% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                         designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 

As long as the undersigned is a shareholder of the Company, this Power of

 











 

Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
ZENG Youwang
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ZENG Youwang
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 




 






 

Power of Attorney

 

The undersigned, HONG Zongrui (with residence address at ***, Identification Card No. ***), a holder of 0.15% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                         designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 











 

As long as the undersigned is a shareholder of the Company, this Power of Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
HONG Zongrui
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/HONG Zongrui
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 











 

Power of Attorney

 

The undersigned, HUANG Lijun (with residence address at ***, Identification Card No. ***), a holder of 0.04% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                         designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 











 

As long as the undersigned is a shareholder of the Company, this Power of Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
HUANG Lijun
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/HUANG Lijun
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 











 

Power of Attorney

 

The undersigned, LIN Zhiming (with residence address at ***, Identification Card No. ***), a holder of 0.04% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                         designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 











 

As long as the undersigned is a shareholder of the Company, this Power of Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
LIN Zhiming
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/LIN Zhiming
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 











 

Power of Attorney

 

The undersigned, WANG Rui (with residence address at ***, Identification Card No. ***), a holder of 0.10% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                         designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 











 

As long as the undersigned is a shareholder of the Company, this Power of Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
WANG Rui
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/WANG Rui
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 











 

Power of Attorney

 

The undersigned, REN Dianyuan (with residence address at ***, Identification Card No. ***), a holder of 0.08% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                         designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 











 

As long as the undersigned is a shareholder of the Company, this Power of Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
REN Dianyuan
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/REN Dianyuan
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 




 






 

Power of Attorney

 

The undersigned, XU Minye (with residence address at ***, Identification Card No. ***), a holder of 0.11% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                         designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 











 

As long as the undersigned is a shareholder of the Company, this Power of Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
XU Minye
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/XU Minye
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 











 

Power of Attorney

 

The undersigned, CHEN Ziwen (with residence address at ***, Identification Card No. ***), a holder of 0.07% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                         designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 











 

As long as the undersigned is a shareholder of the Company, this Power of Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
CHEN Ziwen
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/CHEN Ziwen
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 











 

Power of Attorney

 

The undersigned, CHEN Shunfeng (with residence address at ***, Identification Card No. ***), a holder of 0.06% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                         designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 











 

As long as the undersigned is a shareholder of the Company, this Power of Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
CHEN Shunfeng
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/CHEN Shunfeng
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 











 

Power of Attorney

 

The undersigned, CUI Fushan (with residence address at ***, Identification Card No. ***), a holder of 0.03% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                         designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 











 

As long as the undersigned is a shareholder of the Company, this Power of Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
CUI Fushan
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/CUI Fushan
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 











 

Power of Attorney

 

The undersigned, ZHANG Jian (with residence address at ***, Identification Card No. ***), a holder of 0.03% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                         designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 











 

As long as the undersigned is a shareholder of the Company, this Power of Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
ZHANG Jian
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ZHANG Jian
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 




 






 

Power of Attorney

 

The undersigned, PAN Shunmei (with residence address at ***, Identification Card No. ***), a holder of 0.03% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                         designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 











 

As long as the undersigned is a shareholder of the Company, this Power of Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
PAN Shunmei
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/PAN Shunmei
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 











 

Power of Attorney

 

The undersigned, YUAN Xiaoliang (with residence address at ***, Identification Card No. ***), a holder of 0.01% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                         designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 











 

As long as the undersigned is a shareholder of the Company, this Power of Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
YUAN Xiaoliang
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/YUAN Xiaoliang
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 











 

Power of Attorney

 

The undersigned, ZHOU Haifeng (with residence address at ***, Identification Card No. ***), a holder of 0.08% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                         designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 











 

As long as the undersigned is a shareholder of the Company, this Power of Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
ZHOU Haifeng
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ZHOU Haifeng
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 











 

Power of Attorney

 

The undersigned, XI Jiangxiu (with residence address at ***, Identification Card No. ***), a holder of 0.09% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                         designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 











 

As long as the undersigned is a shareholder of the Company, this Power of Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
XI Jiangxiu
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/XI Jiangxiu
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 











 

Power of Attorney

 

The undersigned, XIAO Kunman (with residence address at ***, Identification Card No. ***), a holder of 0.16% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                         designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 











 

As long as the undersigned is a shareholder of the Company, this Power of Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
XIAO Kunman
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/XIAO Kunman
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 




 






 

Power of Attorney

 

The undersigned, YAO Weijun (with residence address at ***, Identification Card No. ***), a holder of 0.08% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                         designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 











 

As long as the undersigned is a shareholder of the Company, this Power of Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
YAO Weijun
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/YAO Weijun
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 











 

Power of Attorney

 

The undersigned, YANG Bo (with residence address at ***, Identification Card No. ***), a holder of 0.14% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                         designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 











 

As long as the undersigned is a shareholder of the Company, this Power of Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
YANG Bo
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/YANG Bo
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 











 

Power of Attorney

 

The undersigned, ZHU Genfu (with residence address at ***, Identification Card No. ***), a holder of 0.02% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                         designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 











 

As long as the undersigned is a shareholder of the Company, this Power of Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
ZHU Genfu
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ZHU Genfu
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 











 

Power of Attorney

 

The undersigned, ZHANG Jian (with residence address at ***, Identification Card No. ***), a holder of 0.03% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                         designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 











 

As long as the undersigned is a shareholder of the Company, this Power of Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
ZHANG Jian
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/ZHANG Jian
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 











 

Power of Attorney

 

The undersigned, PAN Yongfang (with residence address at ***, Identification Card No. ***), a holder of 0.03% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning my holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of my holding of the Shares;

 

(3)                         designate and appoint my Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on my behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from the undersigned.

 











 

As long as the undersigned is a shareholder of the Company, this Power of Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with my holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by myself.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
PAN Yongfang
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/PAN Yongfang
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 




 






 

Power of Attorney

 

The undersigned, Tianjin Sequoia Juye Equity Investment Centre (L.P.), (with residence address at 202-C417, Second Floor, Wing of Ligang Building, 82 Xi’erdao, Konggang Economic Zone, Tianjin, Business License No. 120192000071010), a holder of 2.00% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning our holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of our holding of the Shares;

 

(3)                         designate and appoint our Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on our behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from

 











 

the undersigned.

 

As long as the undersigned is a shareholder of the Company, this Power of Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with our holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by us.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
Tianjin Sequoia   Juye Equity Investment Centre (L.P.) (seal)
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/Tianjin Sequoia   Juye Equity Investment Centre (L.P.)
    
	
 
    	
Title:
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 











 

Power of Attorney

 

The undersigned, Beijing Sequoia Xinyuan Equity Investment Center (L.P.), (with residence address at 2002, 7 Chuangxin Road, Technology Zone, Changping District, Beijing, Business License No. 110114015001641), a holder of 4.00% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning our holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of our holding of the Shares;

 

(3)                         designate and appoint our Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on our behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from

 











 

the undersigned.

 

As long as the undersigned is a shareholder of the Company, this Power of Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with our holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by us.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
Beijing Sequoia   Xinyuan Equity Investment Center (L.P.) (seal)
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/Beijing Sequoia   Xinyuan Equity Investment Center (L.P.)
    
	
 
    	
Title:
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015
    


 











 

Power of Attorney

 

The undersigned, Beijing Wudao Technology Investment Management Co., Ltd. (with residence address at 5199, Floor 5, Shenchang Building, 51 Zhichun Road, Haidian District, Beijing, Business License No. 110108018485177), a holder of 0.0017% of the shares in ZTO Express Co., Ltd. (the “Company”) (the “Shares”), having executed this Power of Attorney (the “Power of Attorney”) as of August 18, 2015, hereby irrevocably authorizes Shanghai Zhongtongji Network Technology Co., Ltd. (“WFOE”), with its address at Building 5, 1685 Huazhi Road, Qingpu District, Shanghai, to exercise the following rights:

 

The WFOE hereby appoints LAI Meisong (with residence address at ***, and Identification Card No. ***), a qualified person, as the sole and exclusive agent and attorney (the “Agent”) with respect to all matters concerning our holding of the Shares, including without limitation to:

 

(1)                         attend shareholders’ meetings of the Company convened under the articles of the Company;

 

(2)                         exercise all shareholder’s rights and shareholder’s voting rights the undersigned is entitled to under the laws of China and articles of the Company, including but not limited to the sale, transfer, pledge or disposition of all or any part of our holding of the Shares;

 

(3)                         designate and appoint our Agent to vote on all matters discussed or resolved at the shareholders’ meetings, including without limitation designating and appointing any director of the Company or and other senior management to be appointed or removed at the shareholders’ meeting; and

 

(4)                         exercise on our behalf any other voting rights granted to shareholders under the articles of the Company, as amended.

 

The WFOE or the Agent shall have the power and authority to, on behalf of the undersigned, execute the transfer documents and any other documents required to be executed by the undersigned under the Equity Pledge Agreement and the Exclusive Call Option Agreement entered into by the undersigned dated hereof, and perform any other obligations thereunder.

 

All actions in connection with the Company conducted by the WFOE or the Agent shall be deemed as actions conducted by the undersigned, and all documents relating to the Company executed by the WFOE or the Agent shall be deemed executed by the undersigned.  The undersigned hereby acknowledges, consents and ratifies any such action taken and document executed by the WFOE or the Agent.

 

The Agent is entitled to re-authorize its rights relating to the aforesaid matters to any other person or entity at its own discretion and without notice to or consent from

 











 

the undersigned.

 

As long as the undersigned is a shareholder of the Company, this Power of Attorney shall be irrevocable, effective and valid as of the date of its execution.  During the term of this Power of Attorney, the undersigned hereby waives all rights associated with our holding of the Shares which have been authorized to the Agent under this Power of Attorney, and shall not exercise such rights by us.

 

The undersigned irrevocably acknowledges that unless with instruction from the WFOE to change the Agent, this Power of Attorney will be effective until expiration or early termination of the Shareholders Voting Proxy Agreement made by and among the WFOE, the Company and the undersigned as of August 18, 2015.

 

 

	
 
    	
Beijing Wudao   Technology Investment Management Co., Ltd. (seal)
    
	
 
    	
 
    
	
 
    	
By: 
    	
/s/SUN Yi
    
	
 
    	
/s/Beijing Wudao   Technology Investment Management Co., Ltd.
    
	
 
    	
Title: Legal   representative
    
	
 
    	
 
    
	
 
    	
Date:   August 18, 2015