ex10-21.htm
Exhibit 10.21
POWER OF ATTORNEY
I, Gao Jianmin, a Chinese citizen with Chinese Identification Card No.:
21080219540202205x, and a holder of 50% of the entire registered capital in
America Arki Networkservice Beijing Co., Ltd. ("America Arki") ("My
Shareholding"), hereby irrevocably authorize America Arki (Fuxin) Network
Management Co., Ltd. ("WFOE") to exercise the following rights relating to My
Shareholding during the term of this Power of Attorney:
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) attend shareholders' meetings of America Arki; 2)
exercise all the shareholder's rights and shareholder's voting rights I am
entitled to under the laws of China and America Arki'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, supervisor, the chief
executive officer and other senior management members of America Arki.
Without limiting the generality of the powers granted hereunder, WFOE 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 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.
This Power of Attorney is coupled with an interest and shall be irrevocable
and continuously valid from November 26, 2010, so long as I am a shareholder of
America Arki.
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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.
Gao Jianmin
By: /s/ Gao Jianmin
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February 3, 2011
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