Exhibit 10.16

 

Power of Attorney

 

I, Shu Ting, a People’s Republic of China (“China” or the “PRC”) citizen with PRC Identification Card No. being 360702198602110645 (with Tax Identification No. for Filipinos and Foreigners being 433-309-565), and a holder of 0.00002% of the entire registered capital in China Online Innovations Inc. (the “Philippines Company”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize China Online Education Group (the “CAYMAN CO”) to exercise the following rights relating to all equity interests held by me now and in the future in the Philippines Company (“My Shareholding”) during the term of this Power of Attorney:

 

The CAYMAN CO is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attending shareholders’ meetings of the Philippines Company; 2) exercising all the shareholder’s rights and shareholder’s voting rights I am entitled to under the laws of the Philippines and the Philippines Company’s Articles of Association, including but not limited to the sale, transfer, pledge or disposition of My Shareholding in part or in whole; and 3) designating and appointing on behalf of myself the legal representative, directors, supervisors, chief executive officer and other senior management members of the Philippines Company.

 

Without limiting the generality of the powers granted hereunder, the CAYMAN CO shall have the power and authority to, on behalf of myself, execute all the documents I shall sign as stipulated in the Exclusive Option Agreement entered into by and among myself, the CAYMAN CO and the Philippines Company on August 31, 2015 (including any modification, amendment and restatement thereto, collectively the “Transaction Documents”), and perform the terms of the Transaction Documents.

 

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

 

The CAYMAN CO is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and without giving prior notice to me or obtaining my consent. If required by the Philippine laws, the CAYMAN CO shall designate a Philippine citizen to exercise the aforementioned rights.

 

During the period that I am a shareholder of the Philippines Company, this Power of Attorney shall be irrevocable and continuously effective and valid from the date of execution of this Power of Attorney.

 

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

 

This Power of Attorney is written in English and executed on August 31, 2015.

 

Strictly Confidential

 

1











 

(Signature page to Power of Attorney)

 

 

	
 
    	
 
    	
Shu   Ting
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Shu Ting
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Accepted by:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
China Online Education Group
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Huang Jiajia
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Name:
    	
Huang Jiajia
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Title:
    	
Director
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Acknowledged by:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
China   Online Innovations Inc.
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Shu Ting
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Name:
    	
Shu Ting
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Title:
    	
Director
    	
 
    	
 
    


 

2









 

Power of Attorney

 

I, Yuan Huiru, a People’s Republic of China (“China” or the “PRC”) citizen with Tax Identification No. for Filipinos and Foreigners being 455-444-174, and a holder of 0.00002% of the entire registered capital in China Online Innovations Inc. (the “Philippines Company”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize China Online Education Group (the “CAYMAN CO”) to exercise the following rights relating to all equity interests held by me now and in the future in the Philippines Company (“My Shareholding”) during the term of this Power of Attorney:

 

The CAYMAN CO is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attending shareholders’ meetings of the Philippines Company; 2) exercising all the shareholder’s rights and shareholder’s voting rights I am entitled to under the laws of the Philippines and the Philippines Company’s Articles of Association, including but not limited to the sale, transfer, pledge or disposition of My Shareholding in part or in whole; and 3) designating and appointing on behalf of myself the legal representative, directors, supervisors, chief executive officer and other senior management members of the Philippines Company.

 

Without limiting the generality of the powers granted hereunder, the CAYMAN CO shall have the power and authority to, on behalf of myself, execute all the documents I shall sign as stipulated in the Exclusive Option Agreement entered into by and among myself, the CAYMAN CO and the Philippines Company on August 31, 2015 (including any modification, amendment and restatement thereto, collectively the “Transaction Documents”), and perform the terms of the Transaction Documents.

 

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

 

The CAYMAN CO is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and without giving prior notice to me or obtaining my consent. If required by the Philippine laws, the CAYMAN CO shall designate a Philippine citizen to exercise the aforementioned rights.

 

During the period that I am a shareholder of the Philippines Company, this Power of Attorney shall be irrevocable and continuously effective and valid from the date of execution of this Power of Attorney.

 

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

 

This Power of Attorney is written in English and executed on August 31, 2015.

 

Strictly Confidential

 

1











 

(Signature page to Power of Attorney)

 

 

	
 
    	
 
    	
Yuan Huiru
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Yuan Huiru
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Accepted by:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
China Online Education Group
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Huang Jiajia
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Name:
    	
Huang Jiajia
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Title:
    	
Director
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Acknowledged by:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
China   Online Innovations Inc.
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Shu Ting
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Name:
    	
Shu Ting
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Title:
    	
Director
    	
 
    	
 
    


 

2









 

Power of Attorney

 

I, Christine Ang, a Philippines citizen with Tax Identification No. for Filipinos and Foreigners being 207-918-117, and a holder of 0.00002% of the entire registered capital in China Online Innovations Inc. (the “Philippines Company”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize China Online Education Group (the “CAYMAN CO”) to exercise the following rights relating to all equity interests held by me now and in the future in the Philippines Company (“My Shareholding”) during the term of this Power of Attorney:

 

The CAYMAN CO is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attending shareholders’ meetings of the Philippines Company; 2) exercising all the shareholder’s rights and shareholder’s voting rights I am entitled to under the laws of the Philippines and the Philippines Company’s Articles of Association, including but not limited to the sale, transfer, pledge or disposition of My Shareholding in part or in whole; and 3) designating and appointing on behalf of myself the legal representative, directors, supervisors, chief executive officer and other senior management members of the Philippines Company.

 

Without limiting the generality of the powers granted hereunder, the CAYMAN CO shall have the power and authority to, on behalf of myself, execute all the documents I shall sign as stipulated in the Exclusive Option Agreement entered into by and among myself, the CAYMAN CO and the Philippines Company on August 31, 2015 (including any modification, amendment and restatement thereto, collectively the “Transaction Documents”), and perform the terms of the Transaction Documents.

 

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

 

The CAYMAN CO is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and without giving prior notice to me or obtaining my consent. If required by the Philippine laws, the CAYMAN CO shall designate a Philippine citizen to exercise the aforementioned rights.

 

During the period that I am a shareholder of the Philippines Company, this Power of Attorney shall be irrevocable and continuously effective and valid from the date of execution of this Power of Attorney.

 

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

 

This Power of Attorney is written in English and executed on August 31, 2015.

 

Strictly Confidential

 

1











 

(Signature page to Power of Attorney)

 

 

	
 
    	
 
    	
Christine   Ang
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Christine Ang
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Accepted by:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
China Online Education Group
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Huang Jiajia
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Name:
    	
Huang Jiajia
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Title:
    	
Director
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Acknowledged by:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
China   Online Innovations Inc.
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Shu Ting
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Name:
    	
Shu Ting
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Title:
    	
Director
    	
 
    	
 
    


 

2









 

Power of Attorney

 

I, Jennifer Que, a Philippines citizen with Tax Identification No. for Filipinos and Foreigners being 102-094-617, and a holder of 0.00002% of the entire registered capital in China Online Innovations Inc. (the “Philippines Company”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize China Online Education Group (the “CAYMAN CO”) to exercise the following rights relating to all equity interests held by me now and in the future in the Philippines Company (“My Shareholding”) during the term of this Power of Attorney:

 

The CAYMAN CO is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attending shareholders’ meetings of the Philippines Company; 2) exercising all the shareholder’s rights and shareholder’s voting rights I am entitled to under the laws of the Philippines and the Philippines Company’s Articles of Association, including but not limited to the sale, transfer, pledge or disposition of My Shareholding in part or in whole; and 3) designating and appointing on behalf of myself the legal representative, directors, supervisors, chief executive officer and other senior management members of the Philippines Company.

 

Without limiting the generality of the powers granted hereunder, the CAYMAN CO shall have the power and authority to, on behalf of myself, execute all the documents I shall sign as stipulated in the Exclusive Option Agreement entered into by and among myself, the CAYMAN CO and the Philippines Company on August 31, 2015 (including any modification, amendment and restatement thereto, collectively the “Transaction Documents”), and perform the terms of the Transaction Documents.

 

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

 

The CAYMAN CO is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and without giving prior notice to me or obtaining my consent. If required by the Philippine laws, the CAYMAN CO shall designate a Philippine citizen to exercise the aforementioned rights.

 

During the period that I am a shareholder of the Philippines Company, this Power of Attorney shall be irrevocable and continuously effective and valid from the date of execution of this Power of Attorney.

 

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

 

This Power of Attorney is written in English and executed on August 31, 2015.

 

Strictly Confidential

 

1











 

(Signature page to Power of Attorney)

 

 

	
 
    	
 
    	
Jennifer   Que
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Jennifer Que
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Accepted by:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
China Online Education Group
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Huang Jiajia
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Name:
    	
Huang Jiajia
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Title:
    	
Director
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Acknowledged by:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
China   Online Innovations Inc.
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Shu Ting
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Name:
    	
Shu Ting
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Title:
    	
Director
    	
 
    	
 
    


 

2









 

Power of Attorney

 

I, Samuel Celestino, a Philippines citizen with Tax Identification No. for Filipinos and Foreigners being 100-941-775, and a holder of 0.00002% of the entire registered capital in China Online Innovations Inc. (the “Philippines Company”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize China Online Education Group (the “CAYMAN CO”) to exercise the following rights relating to all equity interests held by me now and in the future in the Philippines Company (“My Shareholding”) during the term of this Power of Attorney:

 

The CAYMAN CO is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attending shareholders’ meetings of the Philippines Company; 2) exercising all the shareholder’s rights and shareholder’s voting rights I am entitled to under the laws of the Philippines and the Philippines Company’s Articles of Association, including but not limited to the sale, transfer, pledge or disposition of My Shareholding in part or in whole; and 3) designating and appointing on behalf of myself the legal representative, directors, supervisors, chief executive officer and other senior management members of the Philippines Company.

 

Without limiting the generality of the powers granted hereunder, the CAYMAN CO shall have the power and authority to, on behalf of myself, execute all the documents I shall sign as stipulated in the Exclusive Option Agreement entered into by and among myself, the CAYMAN CO and the Philippines Company on August 31, 2015 (including any modification, amendment and restatement thereto, collectively the “Transaction Documents”), and perform the terms of the Transaction Documents.

 

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

 

The CAYMAN CO is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and without giving prior notice to me or obtaining my consent. If required by the Philippine laws, the CAYMAN CO shall designate a Philippine citizen to exercise the aforementioned rights.

 

During the period that I am a shareholder of the Philippines Company, this Power of Attorney shall be irrevocable and continuously effective and valid from the date of execution of this Power of Attorney.

 

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

 

This Power of Attorney is written in English and executed on August 31, 2015.

 

Strictly Confidential

 

1











 

(Signature page to Power of Attorney)

 

 

	
 
    	
 
    	
Samuel Celestino
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Samuel Celestino
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Accepted by:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
China Online Education Group
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Huang Jiajia
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Name:
    	
Huang Jiajia
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Title:
    	
Director
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Acknowledged by:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
China   Online Innovations Inc.
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Shu Ting
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Name:
    	
Shu Ting
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Title:
    	
Director
    	
 
    	
 
    


 

2









 

Power of Attorney

 

I, Wei Li, a Chinese citizen with Tax Identification No. for Filipinos and Foreigners being 450-515-819, and a holder of 0.00002% of the entire registered capital in China Online Innovations Inc. (the “Philippines Company”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize China Online Education Group (the “CAYMAN CO”) to exercise the following rights relating to all equity interests held by me now and in the future in the Philippines Company (“My Shareholding”) during the term of this Power of Attorney:

 

The CAYMAN CO is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attending shareholders’ meetings of the Philippines Company; 2) exercising all the shareholder’s rights and shareholder’s voting rights I am entitled to under the laws of the Philippines and the Philippines Company’s Articles of Association, including but not limited to the sale, transfer, pledge or disposition of My Shareholding in part or in whole; and 3) designating and appointing on behalf of myself the legal representative, directors, supervisors, chief executive officer and other senior management members of the Philippines Company.

 

Without limiting the generality of the powers granted hereunder, the CAYMAN CO shall have the power and authority to, on behalf of myself, execute all the documents I shall sign as stipulated in the Exclusive Option Agreement entered into by and among myself, the CAYMAN CO and the Philippines Company on August 31, 2015 (including any modification, amendment and restatement thereto, collectively the “Transaction Documents”), and perform the terms of the Transaction Documents.

 

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

 

The CAYMAN CO is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and without giving prior notice to me or obtaining my consent. If required by the Philippine laws, the CAYMAN CO shall designate a Philippine citizen to exercise the aforementioned rights.

 

During the period that I am a shareholder of the Philippines Company, this Power of Attorney shall be irrevocable and continuously effective and valid from the date of execution of this Power of Attorney.

 

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

 

This Power of Attorney is written in English and executed on August 31, 2015.

 

Strictly Confidential

 

1











 

(Signature page to Power of Attorney)

 

 

	
 
    	
 
    	
Wei   Li
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Wei Li
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Accepted by:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
China Online Education Group
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Huang Jiajia
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Name:
    	
Huang Jiajia
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Title:
    	
Director
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Acknowledged by:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
China   Online Innovations Inc.
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Shu Ting
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Name:
    	
Shu Ting
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Title:
    	
Director
    	
 
    	
 
    


 

2









 

Power of Attorney

 

I, Xing Liu, a American citizen with Tax Identification No. for Filipinos and Foreigners being 467-993-720, and a holder of 0.00002% of the entire registered capital in China Online Innovations Inc. (the “Philippines Company”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize China Online Education Group (the “CAYMAN CO”) to exercise the following rights relating to all equity interests held by me now and in the future in the Philippines Company (“My Shareholding”) during the term of this Power of Attorney:

 

The CAYMAN CO is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attending shareholders’ meetings of the Philippines Company; 2) exercising all the shareholder’s rights and shareholder’s voting rights I am entitled to under the laws of the Philippines and the Philippines Company’s Articles of Association, including but not limited to the sale, transfer, pledge or disposition of My Shareholding in part or in whole; and 3) designating and appointing on behalf of myself the legal representative, directors, supervisors, chief executive officer and other senior management members of the Philippines Company.

 

Without limiting the generality of the powers granted hereunder, the CAYMAN CO shall have the power and authority to, on behalf of myself, execute all the documents I shall sign as stipulated in the Exclusive Option Agreement entered into by and among myself, the CAYMAN CO and the Philippines Company on August 31, 2015 (including any modification, amendment and restatement thereto, collectively the “Transaction Documents”), and perform the terms of the Transaction Documents.

 

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

 

The CAYMAN CO is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and without giving prior notice to me or obtaining my consent. If required by the Philippine laws, the CAYMAN CO shall designate a Philippine citizen to exercise the aforementioned rights.

 

During the period that I am a shareholder of the Philippines Company, this Power of Attorney shall be irrevocable and continuously effective and valid from the date of execution of this Power of Attorney.

 

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

 

This Power of Attorney is written in English and executed on August 31, 2015.

 

Strictly Confidential

 

1











 

(Signature page to Power of Attorney)

 

 

	
 
    	
 
    	
Xing Liu
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
By:
    	
/s/ Xing Liu
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Accepted by:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
China Online Education Group
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Huang Jiajia
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Name:
    	
Huang Jiajia
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Title:
    	
Director
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Acknowledged by:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
China   Online Innovations Inc.
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Shu Ting
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Name:
    	
Shu Ting
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Title:
    	
Director
    	
 
    	
 
    


 

2