Attached files

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EX-10 - EXHIBIT 10.1 - China Senior Living Industry International Holding Corpex101securitiesissuanceagree.htm
EX-10 - EXHIBIT 10.3 - China Senior Living Industry International Holding Corpex103exclusiveoptionagreemen.htm
EX-10 - EXHIBIT 10.6 - China Senior Living Industry International Holding Corpex106promissorynoteconversio.htm
EX-10 - EXHIBIT 10.4 - China Senior Living Industry International Holding Corpex104equityinterestpledgeagr.htm
8-K - FORM 8-K - China Senior Living Industry International Holding Corpform8kyifugemergerandothersf.htm
EX-99 - EXHIBIT 99.3 - China Senior Living Industry International Holding Corpex993proforma.htm
EX-10 - EXHIBIT 10.2 - China Senior Living Industry International Holding Corpex102exclusivebusinesscoopea.htm
EX-99 - EXHIBIT 99.2 - China Senior Living Industry International Holding Corpex992unauditedfinancialstate.htm
EX-99 - EXHIBIT 99.1 - China Senior Living Industry International Holding Corpex991auditedfinancialstateme.htm

Power of Attorney


, 西50%西使

I, Jingcao Wu, a Chinese citizen and a holder of 50% of the entire registered capital and equity ownership in Shaanxi Yifuge Investment and Property Co, Ltd. ("Party B") ("My Shareholding"), hereby irrevocably authorize Xian Qiying Biological Technology Co, Ltd  ("Party A") to exercise the following rights relating to My Shareholding during the term of this Power of Attorney:

使12使3/

Party A 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) attend shareholder’s resolution of Party B; 2) exercise all the shareholder's rights and shareholder's voting rights I am entitled to under the laws of China and Party B'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 executive director and/or director, supervisor, the chief executive officer and other senior management members of Party B.


使

Without limiting the generality of the powers granted hereunder, Party A shall have the power and authority under this Power of Attorney to execute the Transfer Contracts stipulated in Exclusive Option Agreement, to which I am required to be a party, on behalf of myself, and to effect the terms of the Share Pledge Agreement and Exclusive Option Agreement, both dated the date hereof, to which I am a party.

 

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


Party A 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.


This Power of Attorney is coupled with an interest and shall be irrevocable and continuously valid from the date of execution of this Power of Attorney, so long as I am a shareholder of Party B.


使

During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to Party A 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.


 

 

 

 

 

 

By:

/s/ Jingcao Wu

 

 

 

2015929





 





Power of Attorney

 

, 西50%西使

I,  Zhongyang Shang, a Chinese citizen and a holder of 50% of the entire registered capital and equity ownership in Shaanxi Yifuge Investment and Property Co, Ltd. ("Party B") ("My Shareholding"), hereby irrevocably authorize Xi’an Qiying Biological Technology Co, Ltd  ("Party A") to exercise the following rights relating to My Shareholding during the term of this Power of Attorney:


使12使3/

Party A 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) attend shareholders resolution of Party B; 2) exercise all the shareholder's rights and shareholder's voting rights I am entitled to under the laws of China and Party B'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 executive director and/or director, supervisor, the chief executive officer and other senior management members of Party B.


使

Without limiting the generality of the powers granted hereunder, Party A shall have the power and authority under this Power of Attorney to execute the Transfer Contracts stipulated in Exclusive Option Agreement, to which I am required to be a party, on behalf of myself, and to effect the terms of the Share Pledge Agreement and Exclusive Option Agreement, both dated the date hereof, to which I am a party.

 

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


Party A 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.


This Power of Attorney is coupled with an interest and shall be irrevocable and continuously valid from the date of execution of this Power of Attorney, so long as I am a shareholder of Party B.


使

During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to Party A 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.


 

 

 

 

 

 

By:

/s/ Zhongyang Shang

 

 

 

2015929