EX-4.19 6 d168155dex419.htm EX-4.19 EX-4.19

Exhibit 4.19

Power of Attorney

I, Jinsong ZHU, a Chinese citizen with Chinese Identification Card No.:            , and a holder of 100% of the entire registered capital in Beijing Xinbao Information Technology Co., Ltd. (“Xinbao Information”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize Beijing Bitauto Internet Information Co., Ltd. (“WFOE”) to exercise the following rights relating to all equity interests held by me now and in the future in Xinbao Information (“My Shareholding”) during the term of this Power of Attorney:

WFOE (or any person designated by WFOE) 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 Xinbao Information; 2) exercising all the shareholder’s rights and shareholder’s voting rights I am entitled to under the laws of China and Xinbao Information 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 Xinbao Information. Without written consent by WFOE, I have no right to increase, decrease, transfer, pledge, or by any other manner to dispose or change My Shareholding.

Without limiting the generality of the powers granted hereunder, WFOE 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 me, WFOE and Xinbao Information on September 15, 2015, the Loan Agreement entered into by and between me and WFOE on September 15, 2015, and the Equity Pledge Agreement entered into by and among me, WFOE and Xinbao Information on September 15, 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 WFOE (or the person designated by WFOE) shall be deemed as my own actions, and all the documents related to My Shareholding executed by WFOE shall be deemed to be executed by me. I hereby acknowledge and ratify those actions and/or documents by WFOE.

WFOE 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, WFOE shall designate a PRC citizen to exercise the aforementioned rights. If required by PRC laws or WFOE, I shall grant to the person designated by the WFOE an authorization in form and content same as this Power of Attorney. Once the WFOE withdraw its authorization to any person designated by it to exercise the aforementioned rights, I will immediately withdraw the authorization herein after receiving WFOE’s written notice; except for the above, I shall not withdraw any authorization granted to WFOE or any person designated by WFOE.

 

Strictly Confidential

 

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During the period that I am a shareholder of Xinbao Information (whether My Shareholding changed or not), 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 WFOE through this Power of Attorney, and shall not exercise such rights by myself.

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.

 

  Jinsong ZHU
  By:  

/s/ Jinsong Zhu

Date: September 15, 2015

 

Strictly Confidential

 

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Accepted by
Beijing Bitauto Internet Information Co., Ltd.
By:  

/s/ Bin Li

Name:   Bin LI
Title:   Legal Representative
Acknowledged by:
Beijing Xinbao Information Technology Co., Ltd.
By:  

/s/ Jingning Shao

Name:   Jingning SHAO
Title:   Legal Representative

 

Strictly Confidential

 

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