1. This agreement authorizes Party B to represent Party A in establishing a subsidiary in Hong Kong. 2. Party B is authorized to handle all legal and administrative matters to establish the subsidiary, sign related documents, and represent Party A in managing the subsidiary. 3. The agreement remains in effect for a specified number of years unless terminated earlier and can be terminated by either party with written notice.

1. Power of Attorney(Draft)
Authorization Representative Agreement
This Authorization Representative Agreement (hereinafter referred to as "this Agreement") is entered
into by and between the following parties on ____ (day) of ______ (month), ______ (year):
Parties
(1) _____________________________________ , a limited liability company incorporated and
__________________________________________________________________________
_____ ​
(“Party A”).
(2) _____________________________________, an individual with a mailing address of
__________________________________________________________________________
_____ (“Party B”)
WHEREAS Party A wishes to authorize Party B to represent Party A in establishing a
subsidiary in Hong Kong, the Parties, after full negotiation, agree to enter into this Agreement
in accordance with the following terms:
1. Scope of Authorization
1.1 Party A hereby authorizes Party B to exercise the following powers on behalf of Party A during the
term of this Agreement:
1.1.1 Establish a subsidiary in Hong Kong;
1.1.2 Handle all legal and administrative matters in the process of establishing the subsidiary;
1.1.3 Sign all documents and contracts related to the establishment of the subsidiary;
1.1.4 Represent Party A in exercising the management and operation powers of the subsidiary.
2. Term
This Agreement shall become effective upon the signature (or seal) of the representatives of both
Parties and shall remain in force for __ years unless terminated earlier.
3. Termination
3.1 Party A may terminate this Agreement at any time by giving __ days' prior written notice to Party
B.
3.2 In the event of a breach of this Agreement by Party B, Party A shall have the right to terminate this
Agreement immediately.
4. Liability and Obligations
4.1 Party B shall comply with all applicable laws and regulations and exercise the powers within the
scope of authorization in accordance with the instructions of Party A.
4.2 Party B shall be legally responsible for its actions in the performance of this Agreement.
5. Confidentiality
5.1 Background
(A) Each Party wishes to disclose to the other Party Confidential Information in relation to the
Purpose. Each party wishes to ensure that the other Party maintains the confidentiality of its
Confidential Information.
(B) In consideration of the benefits to the Parties of the disclosure of the Confidential Information, the
Parties have agreed to comply with the following terms in connection with the use and disclosure of
Confidential Information.

2. 5.2 Agreed terms
5.2.1 Interpretation
The definitions and rules of interpretation provided in Section 1 of this Agreement shall apply to this
Section 5.
5.2.2 Confidentiality Obligations
(a) Each Party undertakes that it shall not at any time disclose to any person any Confidential
Information, except as permitted by clause 5.2.3.
(b) Each Party shall ensure that its Representatives who need to know the Confidential Information for
the Purpose are aware of the confidential nature of the Confidential Information and shall ensure that
such Representatives comply with the obligations set out in this clause 5 as if they were a party to this
Agreement.
5.2.3 Permitted Disclosure
A Party may disclose Confidential Information to the extent such Confidential Information is required
to be disclosed by law, by any governmental or other regulatory authority or by a court or other
authority of competent jurisdiction, provided that, to the extent it is legally permitted to do so, it gives
the other Party as much notice of such disclosure as possible.
6. Dispute Resolution
In the event of any dispute arising out of or in connection with the performance of this Agreement, the
Parties shall first attempt to resolve the dispute through friendly consultation; if the consultation fails,
either Party may bring a lawsuit to the court with jurisdiction.
7. Miscellaneous
7.1 This Agreement is executed in duplicate, with each Party holding one copy.
7.2 This Agreement shall become effective upon the signature (or seal) of the representatives of both
Parties.
8. Variation
No variation of this Agreement shall be effective unless it is in writing and signed by the parties (or
their authorized representatives).
9. Waiver
9.1 A waiver of any right or remedy under this Agreement or by law is only effective if given in writing
and shall not be deemed a waiver of any subsequent breach or default.
9.2 A failure or delay by a Party to exercise any right or remedy provided under this Agreement or by
law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any
further exercise of that or any other right or remedy. No single or partial exercise of any right or
remedy provided under this Agreement or by law shall prevent or restrict the further exercise of that or
any other right or remedy.
9.3 A Party that waives a right or remedy provided under this Agreement or by law in relation to one
Party, or takes or fails to take any action against that party, does not affect its rights in relation to any
other Party.
10. Assignment and other dealings
This Agreement is personal to the Parties and neither Party shall without the prior written consent of
the other party assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any
other manner with any of its rights and obligations under this Agreement.

3. 11. Notices
11.1 All notices required or permitted by this Agreement shall be in writing and in the English
language and shall be sent to the recipient at its address set out above, or as otherwise directed by
the recipient by notice given in accordance with this clause.
11.2 Notices shall be delivered by hand or sent by registered post, courier or by facsimile. If delivered
by hand or sent by courier, notice will be deemed given on the date of receipt, if sent by facsimile, on
the date of transmission, and if sent by registered post, five (5) days after being posted.
12. No partnership or agency
12.1 Nothing in this Agreement is intended to or shall be deemed to, establish any partnership or joint
venture between any of the Parties, constitute any party the agent of another Party, or authorize any
Party to make or enter into any commitments for or on behalf of any other party.
12.2 Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
13. Inadequacy of damages
Without prejudice to any other rights or remedies that either Party may have, both Parties
acknowledge and agree that damages alone would not be an adequate remedy for any breach of the
terms of this Agreement by the other Party. Accordingly, both Parties shall be entitled to the remedies
of injunction, specific performance or other equitable relief for any threatened or actual breach of the
terms of this Agreement.
14. Counterparts
This Agreement may be executed in any number of counterparts, each of which when executed shall
constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
15. Governing law
This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or
formation (including non-contractual disputes or claims) shall be governed by and construed in
accordance with the laws of the Hong Kong Special Administrative Region.
...
This Agreement has been entered into on the date stated at the beginning of it.
Executed by
acting by the undersigned:
Executed by
acting by the undersigned:
________________________
Authorized business signatory
Name:
Title:
Date:
___________________________
Authorized business signatory
Name:
Title:
Date: