Exhibit 10.12


 


Power of Attorney


 


We, the undersigned, Beijing
Syswin International Real Estate Consulting Company Limited, a company duly
established in the PRC, being a shareholder holding 78.29% equity interest of
Beijing Syswin Xing Ye Real Estate Brokerage Company Limited(“Syswin Xing Ye”), hereby irrevocably
authorizes Beijing Syswin Zhi Di Technology Limited (“Syswin Zhi Di”) to exercise the following
powers and rights during the term of this Power of Attorney.


 


We, the undersigned,
exclusively authorize Syswin Zhi Di as the sole and exclusive attorney-in-fact,
to exercise on our behalf the following shareholder’s rights in respect of our
equity interest, including but not limited to: (i) the right to
attend  shareholder’s meeting and to
execute relative Shareholder Resolution(s) of Syswin Xing Ye for and on
our behalf; (ii) all shareholder’s rights prescribed by laws and
regulations and articles of association of Syswin Xing Ye, including but not
limited to voting rights, rights to sell, transfer, pledge or otherwise dispose
of all or part of my equity interests; and (iii) acting as my
representative to designate and appoint the legal representative, chairman,
directors, supervisors, general managers and other senior officers of Syswin
Xing Ye.


 


Syswin Zhi Di is authorized
to execute the Equity Transfer Agreements contemplated in the Exclusive
Purchase Option Agreement (to which we are one party) on our behalf within the
scope of authorization, to timely perform the Equity Pledge Agreement and
Exclusive Purchase Option Agreement, to each of which we are one party,
executed on the same date as this Power of Attorney. The exercise of the
aforesaid rights does not constitute any restriction to the authorization under
this Power of Attorney.


 


Save as otherwise provided
herein, Syswin Zhi Di is entitled to exercise all the necessary rights in
respect of our equity interest upon its own discretions without any oral or
written instructions from us.


 


All acts of Syswin Zhi Di in
respect of our equity interests shall be deemed as our own acts and all
documents executed by Syswin Zhi Di shall be deemed as executed by ourselves
with our acknowledgement.


 


Syswin Zhi Di has the right
to assign all rights under this Power of Attorney and to authorize other
individuals or legal entities to execute the above rights in respect of our
equity interest without prior notice or consent from us. Syswin Zhi Di is
obligated to inform us such assignments on a timely basis and should not harm
our interest in any event.


 


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This Power of Attorney is
irrevocable and shall be continuously valid during the term of which we are a
shareholder of Syswin Xing Ye (the “Effective
Period”) and shall come into effect as of the date set forth below.


 


During the Effective Period,
we shall negotiate with Syswin Zhi Di in the event that we intend to exercise
any right in respect of my equity interest that has been authorized to Syswin
Zhi Di herein.


 


 


	
  Beijing Syswin International Real Estate Consulting Company
  Limited

  
	
   

  
	
   

  	
   

  	
   

  
	
  Legal Representative
  (Signature):

  	
  /s/ Liangsheng Chen

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:
  August 4, 2010

  	
   

  	
   

  



 


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