Handong, a Chinese citizen with Chinese Identification Card
No.:[ ], and a holder of 46% of the entire registered
capital in Beijing
CNET Online Advertising Co., Ltd., ("CNET Online") ("My Shareholding"),
hereby irrevocably authorize Rise King Century Technology
Development Co., Ltd. (“WOFE”) to exercise the
following rights relating to My Shareholding during the term of this Power of
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' meetings of CNET Online; 2) exercise all
the shareholder's rights and shareholder's voting rights I am entitled to under
the laws of China and CNET Online'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 (executive director), the supervisor, the chief executive officer
and other senior management members of CNET Online.
limiting the generality of the powers granted hereunder, WOFE 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.
actions associated with My Shareholding conducted by WOFE shall be deemed as my
own actions, and all the documents related to My Shareholding executed by WOFE
shall be deemed to be executed by me. I hereby acknowledge and ratify
those actions and/or documents by WOFE.
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.
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 CNET Online.
the term of this Power of Attorney, I hereby waive all the rights associated
with My Shareholding, which have been authorized to WOFE through this Power of
Attorney, and shall not exercise such rights by myself.
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.