EX-10.5





 Exhibit 10.5 

Power of Attorney 
 I,
[Name of Shareholder], a citizen of the People’s Republic of China (“China” or the “PRC”) whose Identification Card No. is [Number], and a holder of [Percentage]% of the registered capital of Beijing Zongqing Xiangqian
Technology Co., Ltd. (“Zongqing Xiangqian”) as of the date of this Power of Attorney, hereby irrevocably authorize and entrust Beijing Absolute Health Ltd. (“WFOE”) to exercise the following rights and handle the following
matters on my behalf relating to all equity interests held by me now and in the future (“My Shareholding”) in Zongqing Xiangqian, during the term of this Power of Attorney: 

WFOE or any person(s) designated by WFOE (including but not limited to directors of WFOE’s parent company Waterdrop Group HK Limited,
successors of such directors and liquidators in replacement of such directors, excluding any non-independent persons or persons who may result in the conflicts of interest) (“Agent”) is hereby
authorized to act on my behalf as my sole and exclusive agent to exercise the rights with respect to all matters concerning My Shareholding, including without limitation to: (1) as the shareholder’s proxy, convening and attending
shareholders’ meetings of Zongqing Xiangqian according to the company’s articles of association, (2) exercising all of the shareholder’s rights and shareholder’s voting rights that I am entitled to under the laws of China
and the articles of association of Zongqing Xiangqian (including any other shareholder voting rights stipulated after the amendments to the articles of association), including without limitation handling the sale, transfer, pledge or disposition of
My Shareholding in part or in whole, (3) designating and appointing legal representatives, directors, supervisors, general managers and other senior management personnel of Zongqing Xiangqian as my authorized representative and (4) signing
the notice of the shareholders meeting, the meeting minutes and resolutions on behalf of the shareholders, and submitting the documents required for the approval, registration and filing related to the company’s operation to the relevant
government departments (including the company registration management department) on behalf of the shareholders. 
 Without limiting the
generality of the powers granted hereunder, the Agent shall have the power and authority to, on behalf of myself, execute all and any supplementary agreements, ancillary documents, modifications, and/or amended and restated versions in relation to:
(1) the Exclusive Option Agreement executed on November 27, 2019 by and among me, WFOE, Zongqing Xiangqian and other related parties, (2) the Equity Interest Pledge Agreement executed on December 27, 2019 by and among me, WFOE,
Zongqing Xiangqian and other related parties and (3) the Loan Agreement executed on November 27, 2019 by and among me, WFOE, Zongqing Xiangqian and other related parties (in each case, including any modification, amendment or restatement
to the aforementioned documents, collectively referred to as the “Transaction Documents”), and any documents and agreements I shall sign as required in the aforesaid agreements (including without limitation the “Share Transfer
Contract” as described under the Exclusive Option Agreement). 

  
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 All the actions associated with My Shareholding conducted by the Agent shall be deemed as my
own actions, and all the documents related to My Shareholding executed by the Agent shall be deemed to be executed by me. I hereby acknowledge and ratify the actions taken by the Agent and the documents executed by the Agent in relation to My
Shareholding. 
 The Agent has the right to re-authorize or assign one or multiple matters and its
rights related to such matters under this Power of Attorney to any other person or entity at its own discretion and without obtaining my prior consent. If required by PRC laws, the Agent shall designate a qualified PRC citizen to handle such matters
and exercise such rights as set forth in this Power of Attorney. 
 During the period that I am a shareholder of Zongqing Xiangqian, This
Power of Attorney shall be irrevocable and continuously effective and valid from the date of execution of this Power of Attorney. This Power of Attorney takes effect as of the date hereof and shall become effective until all equity or all assets of
Zongqing Xiangqian have been transferred to the WFOE and/or other entities or individuals designated by it in accordance with the Exclusive Option Agreement signed by the parties on the date of execution of this Power of Attorney. 

I hereby declare and covenant the following: (1) I am a Chinese citizen with full capacity and a registered lawful shareholder of
Zongqing Xiangqian. I have full and independent legal status and legal capacity, and have been duly authorized to sign, deliver and perform this Power of Attorney. I can independently act as a party of litigation, (2) there is no litigation,
arbitration or other judicial or administrative action that has arisen and is pending that will affect my ability to perform the obligations under this Power of Attorney, (3) natural person shareholders have made proper arrangements and signed
necessary documents to ensure that in the event of his or her death, incapacity, bankruptcy, divorce or other events that may affect their exercise of equity, the heirs, guardians, creditors, spouses and other persons who may acquire equity or
related rights as a result, shall not affect or hinder the performance 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 Agent through this Power of Attorney, and shall not exercise such rights by myself. 

This Power of Attorney is dated on November 27, 2019. 

The Remainder of this page is intentionally left blank 

  
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 Principal: 

[Name of Shareholder] 
 Signed by: /s/ [Name of
Shareholder]                            

Accepted by: 
 Beijing Absolute Health Ltd. (seal)

 [Company seal is affixed] 
 Signed by: /s / SHEN
Peng                                         
  
 Name: SHEN Peng 
 Title: Authorized Representative 

Signature Page to Power of Attorney 












 Schedule of Material Differences 

One or more persons executed Power of Attorney using this form. Pursuant to Instruction ii to Item 601 of Regulation
S-K, the Registrant may only file this form as an exhibit with a schedule setting forth the material details in which the executed agreements differ from this form: 

 

							
	 No.
	  	 Name of Shareholder
	  	% of Shareholder’s Equity
Interest in the VIE	 
	 1.
	  	SHEN Peng	  	 	99	% 
	 2.
	  	RAN Wei	  	 	1	%