For reference purpose only. If there is any discrepancy, the Chinese version shall prevail. Power of Attorney

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Roger Scott
5 years ago
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1 Power of Attorney The company, [ ], the unified social credit code number is [ ], established and valid in accordance with Chinese law [ ], the registered address is [ ], held in Guangzhou Beststudy Enterprise Co., Ltd. (hereinafter referred to as the "Company") RMB [ Yuan] registered capital. With respect to the above equity, in compliance with Chinese laws and regulations, the Company hereby irrevocably authorizes Zhuoxue Information Technology Company Limited (hereinafter referred to as WFOE ) to exercise the following rights during the validity period of this Power of Attorney: Exclusively authorize persons designated by the WFOE or WFOE or their successors or liquidators (other than the company's shareholders and other persons who may have a conflict of interest with China Beststudy Education Group ) ( trustee ) to represent the Company the exercise of one's own will includes but not limited to the following rights: 1) According to the company's articles of association proposed the convening of a shareholders' meeting, shareholders will participate and signed the relevant resolution of the shareholders; 2 ) At the company's shareholder meeting, exercise all the shareholder rights that the Company enjoys in the company in accordance with the law and the company's articles of association, including but not limited to voting rights, nomination rights and appointment rights; 3 ) Submit to the relevant government authorities any documents that need to be submitted by the company's shareholders; 4 ) Exercising the right to distribute the rights of the Company in accordance with the law and the company's articles of association, selling or transferring or pleasing or disposing of all or part of the company's shares held by the company, the right to distribute the remaining property after the company's liquidation, and the rights of other companies to operate; 5 ) When the company encounters liquidation or dissolution, it constitutes a liquidation group and exercises the functions and powers of the liquidation group

2 during the liquidation period, including but not limited to the assets of the management company; 6) Review the company's shareholders' meeting resolutions, board meeting resolutions, records, and financial accounting statements and reports in accordance with the law; and 7 ) All other rights (including but not limited to all rights in accordance with the law and the company's articles of association) enjoyed by the Company as a shareholder of the company. Without any restrictions on this authorization, the trustee will have the right to sign and perform the equity transfer contract and consent letter as agreed in the Exclusive Share Option Agreement of the contracting party on behalf of the contractor within the scope of authorization, and sign and perform as scheduled. The Company is the contractual party of "Equity Pledge Agreement", "Exclusive Management Consultant, Business Cooperation Agreement ", "Exclusive Share Option Agreement" and a supplemental agreement to the aforementioned agreement. Within the validity period of this Power of Attorney and subject to the restrictions of Chinese law, The Company undertakes to be within three (3) days of the date of receipt of the dividends, bonuses or any assets of the company as soon as possible and no later than the date of receipt of such distribution income. These dividends, bonuses or any assets are paid to WFOE or its nominated third party for free. During the period when the Company is a shareholder of the Company, regardless of the change in the proportion of the Company's equity held by the Company, this Power of Attorney is irrevocable and valid, from the date of signing of the Power of Attorney; if and only if WFOE issues the exchange to the Company in the written notice of the trustee, the Company shall immediately designate other trustees designated by the WFOE at that time to exercise the entrustment rights under this Power of Attorney. The new authorization will replace the original authorization once it is made, and the new authorizations do not require the consent of the Company. In addition, the Company will not revoke the entrustment and authorization made to the trustee. During the period in which this Power of Attorney is in force, the Company hereby waive all rights that have been delegated to the trustee through this Power of Attorney and no longer exercise such rights on its own. 2

3 the Company will recognize and assume any responsibility for any legal consequences arising from the exercise of the above-mentioned entrustment rights by the trustee. The Company hereby certify that, under any circumstance, the trustee shall not be required to assume any responsibility or make any financial compensation for the exercise of the above-mentioned entrustment rights. The Company agrees to indemnify WFOE from all damages suffered or possible to be suffered by the designated trustee in the exercise of the entrusting rights, including but not limited to any third party s any loss caused by suit, recovery, arbitration, claim or government agency administrative investigation or punishment. The Company will provide full assistance to the trustee in exercising the above-mentioned entrustment rights and prompt the Company to provide sufficient assistance, including timely signing of the trustee when necessary (for example, to meet the requirements for government departments to approve, register, and file documents required for filing ); timely sign the shareholder meeting or other relevant legal documents that the trustee has made, and give the trustee the right to know the company's operations, business, customers, finances, employees and other related information, and consult the company's relevant information. The granting or exercise of the above-mentioned entrusted rights is not invalidated, damaged or otherwise adversely affected by the company's incapacity or capacity to act, disband, liquidate or other similar events. Further, if, at any time during the validity period of this entrustment, the granting or exercise of the above-mentioned entrustment rights cannot be achieved for any reason (except for the company's breach of the agreement of this Power of Attorney), the parties shall immediately seek the most unattainable agreement. A similar alternative, and if necessary, sign a supplemental agreement to modify or adjust the terms of this Power of Attorney to ensure that the purpose of this Power of Attorney can continue. Any changes to this Power of Attorney, such as the Stock Exchange of Hong Kong Limited (the Stock Exchange ) or other regulatory authorities, or any changes in the Listing Rules or related requirements of the Stock Exchange relating to this Power of Attorney, the parties shall revise this Power of Attorney accordingly. This Power of Attorney shall become effective as of the date of signature. Upon signing this Power of Attorney, it shall replace any previous commitments, memoranda, agreements or any other documents made in connection with the matters referred to in this Power of Attorney, and shall be at WFOE, the Exclusive 3

4 Management Service and Business Cooperation Agreement signed by the relevant parties (the Company and the enterprise, etc.) will continue to be valid during the validity period. Matters not covered in this Power of Attorney, including but not limited to applicable law, dispute resolution, etc., shall be governed by and construed in accordance with the relevant provisions of the Exclusive Management Consultant and Business Cooperation Agreement in the Transaction Document.. 4

5 [ ] (seal) Signature: Authorized representative: Date: 5

LIMITED PARTNERSHIP AGREEMENT CRT ENTERPRISES, LP

LIMITED PARTNERSHIP AGREEMENT CRT ENTERPRISES, LP This Limited Partnership Agreement of CRT Enterprises, LP ( The Limited Partnership or The Company ), is entered into and shall be effective as of the