VIE表决权协议-英文版.docx

VOTING AGREEMENTThis Voting Agreement (this “Agreement”）is made and entered into as of May 29,2018 by and between Mr. A (aMr. A") and Mr. B (aMr. B" and together with Mr. A, either of them, a Party and collectively, the “Parties”).WHEREAS,(1)As of the date of this Agreement, the Parties collectively beneficially owned 39.8% of the equity interest in Cango Inc. (the “Company”)，a company incorporated in the Cayman Islands;(2)The Company is preparing the initial public offering (the IPO) of its shares in the form of American dq)sit shares in the United States; and(3)The Parties hereby agree to exercise their voting rights in shareholders5 meetings of the Company in accordance with the provisions hereof.NOW，THEREFORE，for a valid consideration，the Parties agree as follows:ARTICLE I EXERCISE OF VOTING RIGHTS1.1The Parties shall consult with each other and reach a consensus before making a proposal to a shareholders5 meeting of the Company according to the articles of association of the Company or relevant laws and regulations, and if no consensus could be reached through consultation, the decision made by Mr. A shall prevail, provided that the foregoing provision shall not apply to any matter that will result in the removal of either of the Parties from the Company board of directors.1.2The Parties shall consult with each other and reach a consensus before exercising voting rights in a shareholders * meeting of the Company, and if no consensus could be reached through consultation, Mr. Lin shall entrust voting rights over which he has effective control to Mr. A, provided that the foregoing provision shall not apply to any matter that will result in the removal of either of the Parties from the Companys board of directors.ARTICLE II EFFECTIVE PERIOD AND TERMINATION2.1This Agreement shall become effective on the closing date of the IPO and be terminated upon the earliest occurrence of:(i)the disposal of all of either Party equity interests, directly or indirectly, in the Company; (ii)the death of either Party;(iii)the tenth anniversary of the date of this Agreement; and(iv)the entering into a termination agreement by the Parties.2.2The Parties agree that by entrusting his voting rights to Mr. A in accordance with the provisions of Section 1.2, Mr. Lin is not responsible for any legal liabilities associated with the exercise of such voting rights by Mr. A.2.3Excq)t for the confidential obligations provided in Article 3, all rights, obligations and undertakings hereunder will be terminated upon the termination of this Agreement.ARTICLE HI CONFIDENTIALITYThe Parties shall make their best endeavor to keep all the information in or related to this Agreement strictly confidential. Unless according to applicable laws and regulations, or required by governmental authorities, and without prior written consent of the other Party, neither Party shall make any disclosure of the matters contained in or related to this Agreement in any method.ARTICLE IV LIABILITIES FOR BREACH OF AGREEMENT4.1The Parties agree and confirm that, the violation of any provision in this Agreement or the failure to exercise any obligations under this Agreement shall constitute a breach of this Agreement. The non-breaching Party has the right to request the breaching Party to rectify or take remedial measures within ten (10) days after the non-breaching Party sends written notice.4.2The non-breaching Party shall have the right to request the breaching Party to continue performing his obligations under this Agreement even after the breaching Party has paid damages according to the above provision.ARTICLE V DISPUTE RESOLUTIONThe Parties agree to negotiate in good faith to resolve any dispute arising out of or in connection with the interpretation and performance of this Agreement. In the event that the Parties fail to resolve a dispute through negotiation, either Party may submit such dispute to peoples court located in Shanghai Municipality，the Peoples Republic of China (the “PRC”).ARTICLE VI MISCELLANEOUS6.1The Parties confirm that the undertakings made by them under this Agreement shall not be changed due to a change in company name, an increase in capital and share, merger, division, restructurings or any other matter involving the Company.6.2This Agreement shall be effective upon execution by the Parties. Any modification, supplement or change of this Agreement shall be made in writing and signed by both Parties. 6.3 This Agreement shall be interpreted by the laws of the PRC.IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.A/s/ AJIAYU AN LIN/s/ B