Exhibit 10.6

 

Fourth Amended and Restated Power of Attorney

 

I, Dai Kun, a Chinese citizen with Chinese Identification Card No.: ************, and a holder of 99.9923% of the entire registered capital in Youxin Internet (Beijing) Information Technology Co., Ltd. (“Youxin Internet”) as of the date when the Fourth Amended and Restated Power of Attorney (“Power of Attorney”) is executed, hereby irrevocably authorize Youxinpai (Beijing) Information Technology Co., Ltd. (“JV”) to exercise the following rights relating to all equity interests held by me now and in the future in Youxin Internet (“My Shareholding”) during the term of this Power of Attorney:

 

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

 

Without limiting the generality of the powers granted hereunder, JV shall have the power and authority to, on behalf of myself, execute all the documents I shall sign as stipulated in the Fourth Amended and Restated Exclusive Option Agreement entered into by and among me, JV and Youxin Internet on [ ], 2016, the Fourth Amended and Restated Equity Pledge Agreement entered into by and among me, JV and Youxin Internet on [ ], 2016 and the Loan Agreement entered into by and among me and JV on [ ], 2016 (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 JV shall be deemed as my own actions, and all the documents related to My Shareholding executed by JV shall be deemed to be executed by me.  I hereby acknowledge and ratify those actions and/or documents conducted or executed by JV.

 

JV 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 PRC laws, JV shall designate a PRC citizen to exercise the aforementioned rights.

 

During the period that I am a shareholder of Youxin Internet, this Power of Attorney shall be irrevocable and continuously effective and valid from the date of execution of this Power of Attorney. In addition, this Power of Attorney shall supersede the original Third Amended and Restated Power of Attorney which I executed and issued to JV on March 28, 2016 in its entirety.

 

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

 

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

 

This Power of Attorney is executed on November 23, 2016.

 

(No Text Below)

 

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Signature Page to the Fourth Amended and Restated Power of Attorney

 

	
 
    	
Dai Kun
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/Dai Kun
    
	
Accepted by
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Youxinpai (Beijing)   Information Technology Co., Ltd.
    	
 
    
	
 
    	
 
    
	
[Company seal is affixed]
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/Dai Kun
    	
 
    
	
Name:
    	
Dai Kun
    	
 
    
	
Title:
    	
Legal Representative
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Acknowledged by:
    	
 
    
	
 
    	
 
    
	
Youxin Internet (Beijing)   Information Technology Co., Ltd.
    	
 
    
	
 
    	
 
    
	
[Company seal is affixed]
    	
 
    
	
 
    	
 
    
	
By:
    	
/s/Zeng Zhen
    	
 
    
	
Name:
    	
Zeng Zhen
    	
 
    
	
Title:
    	
Legal Representative
    	
 
    


 

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