Unassociated Document


    
      POWER
OF ATTORNEY

        

      According
to the Share Pledge Agreement executed by Party A (as defined below) and Beijing
Yangguang Jiaze Network Technology Co.. Ltd. (hereinafter referred to as the
“WFOE”) dated as of April 1, 2010:

       

      Zhang Fan, holder of the PRC
Identity Card No. 610103197209193692, with residence at No.41, Daxue Donglu,
Beilin Qu, Xian Shi, Shanxi, China;

      


      Cao Ping, holder of the PRC
Identity Card No. 610103195504173222, with residence at No.13, 5 Ceng, Unitl,
Building7, 3546 Gongchang, Xinwen Xiang, Beiln Qu, Xian Shi, Shanxi,
China;

      


      Gao Qinghong, holder of the
PRC Identity Card No. 420106197310014867, with residence at No. 99601, Rencai
Fuwu Zhongxin No. 29 Yi, Suzhou Jie, Haidian, Beijing, China;

       

      Jiang Yu, holder of the PRC
Identity Card No. 350403196604211043, with residence at Room 302, Building 70,
Dongan Xincun, Meilie Qu, Sanming Shi, Fujian, China;

      


      Li Yurong, holder of the PRC
Identity Card No. 310110194712296225, with Residence at Room 405, No. 11, Lane
542, Qingyuan Huan Road,
Yangpu District, Shanghai, China;

       

      Lin Xianzhen, holder of the
PRC Identity Card No. 350321197403276416, with
residence at Room 307, 99 Zhuang, Chonggui Xincun, Meilie Qu, Sanming Shi,
Fujian, China;

      


      Liu Lingtang, holder of the
PRC Identity Card No. 61010419500104613X, with residence at No. 16,
Unit2, Building9, Yanguang Li, Penghu Qu, Xian Shi, Shanxi,
China;

       

      Ni Bin, holder of the PRC
Identity Card No. 310108197103294410, with residence at Room602, No.2, 588 Nong,
Liuying Lu, Zhabei Qu, Shanghai, China;

      


      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

      Shi
Wentao, holder of the
PRC Identity Card No. 610103197912200436, with residence at No.4m 13
Ceng, Building 1, No.8 Yuan, Taibai Nanlu, Yanta Qu, Xian Shi, Shanxi,
China;

      


      Tian Xianlu, holder of the PRC
Identity Card No. 5102031957083110817, with residence at No.Fu 54, No.9 Ganghua
Cun, Dadukou Qu, Chongqing, China;

       

      Wang Ping, holder of the PRC
Identity Card No. 210102195110211221, with residence at Rooml-5-4, No. 19,
Shengli Beijie, Heping Qu, Shenyang Shi, Liaoning, China;

       

      Wei Jianhua, holder of the PRC
Identity Card No. 342129195204120348, with residence at Rooml0, No. 132, Xinyang
Xilu, Xicheng Banshichu, Jieshou Shi, Anhui, China;

       

      Xu Li, holder of the PRC
Identity Card No. 430305197405191520, with residence at Building 612, No.113,
Bagua Erlu, Futian Qu, Shenzhen Shi, Guangdong, China;

       

      Yang Peiying, holder of the
PRC Identity Card No. 610103195603060442, with residence at No.5, 3Ceng, Unit3,
No.3, Zhongliu Xiang, Beilin Qu, Xian Shi, Shanxi, China; (all of the
individuals above are collectively regarded as “ Party A”)

      
hereby
authorizes Zhang Fan, as the authorized
personnel designated by Beijing Yangguang Jiaze Network Technology Co., Ltd.,
holder of the PRC Identity Card no. 330321196310133610, with residence at No.4l,
Daxue Donglu, Beilin Qu, Xian Shi, Shanxi, China; (hereinafter referred to as
the “Party B”)

       

      To
exercise on behalf of Party A all rights to which Party A is entitled as a
shareholder of Sunity Information Technology (Beijing) Co., Ltd (hereinafter
referred to as the (“Company”) according to the Company Law of the
People’s
Republic of China. The shareholder’s
rights which Party A authorizes Party B to exercise hereunder include but are
not limited to the following:

       

      
        
          	  	
                  (1)

                	
                  The
      right to decide whether to pledge or transfer the shares held by Party A
      in the Company to any third
party;

                


        

      

       

      
        
          	  	
                  (2)

                	
                  The
      voting rights at shareholders’
      meetings of the Company;

                


        

      


      
        
           


        

        
          2

          
            

          

        

        
           


        

      


      
        	
                
                

              	
                (3) 
      

              	
                The
      right to dispose of any equity interests coupled with the shares held by
      Party A in the Company; and

              


      

       

      
        	
                
                

              	
                (4) 
      

              	
                The
      right to appoint the director(s) and the senior management of the
      Company.

              


      

       

      
        	
              	
                (5)

              	
                Make
      decision on the transactions set out as below: (a) incurrence or
      assumption of any indebtedness of more than RMB 100,000;
      (b) sale or purchase of any assets or rights; (c) incurrence of any
      encumbrance on any of its assets or intellectual property rights in favor
      of a third party; (d) amendment of its articles of association; or (e)
      change of its normal operation
procedures.

              


      

       

      Party B exercises its rights as
the authorized personnel of WFOE according to this Power of Attorney.
 If WFOE determines to replace its authorized personnel at any time, WFOE
shall give written notice to Party A notifying Party A of its newly authorized
personnel. Upon Party A’s receipt of such written notice, the authorization
granted to Party B (or any other authorized personnel whom is replaced by WFOE
pursuant to its written notice) under this Power of Attorney shall be immediately
terminated, and the authorized personnel newly appointed by WFOE in writing
shall automatically succeed to
all the authorization granted to the replaced authorized personnel under this
Power of Attorney. Upon the request of WFOE, Party A shall execute a new Power of
Attorney with identical authorization scope of this Power of Attorney with the
newly authorized personnel of WFOE at any time.

       

      Party A
acknowledges that during the term of this Power of Attorney he will not retain
or be entitled to exercise any right which Party A is entitled as a shareholder
of the Company.  Party A shall not or procure the Company to take any
action within the authorization scope set out as above.

      


      The
Parties agree and confirm that
unless the parties mutually sign another document which stipulates otherwise,
the Power of Attorney hereunder is irrevocable. The Power of Attorney comes into
effect at the date of execution and remains effective and shall not be
terminated early unless all the shares of Party A in the Company have been
transferred to WFOE or any third party designated by WFOE in writing, in
which event this Power of Attorney shall terminate and become
invalid.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      
        
          
            	
                    Party
      A:

                  	 
      
	 
      	 
      
	
                    Zhang
      Fan,

                  	
                    /s/ Zhang Fan

                  
	 
      	 
      
	
                    Cao
      Ping,

                  	
                    /s/ Cao Ping

                  
	 
      	 
      
	
                    Gao
      Qinghong

                  	
                    /s/ Gao Qinghong

                  
	 
      	 
      
	
                    Jiang
      Yu

                  	
                    /s/ Jiang Yu

                  
	 
      	 
      
	
                    Li
      Yurong,

                  	
                    /s/ Li Yurong

                  
	 
      	 
      
	
                    Lin
      Xianzhen,

                  	
                    /s/ Lin Xianzhen

                  
	 
      	 
      
	
                    Liu
      Lingtang,

                  	
                    /s/ Liu Lingtang

                  
	 
      	 
      
	
                    Ni
      Bin,

                  	
                    /s/ Ni Bin

                  
	 
      	 
      
	
                    Shi
      Wentao,

                  	
                    /s/ Shi Wentao

                  
	 
      	 
      
	
                    Tian
      Xianlu,

                  	
                    /s/ Tian Xianlu

                  
	 
      	 
      
	
                    Wang
      Ping,

                  	
                    /s/ Wang Ping

                  
	 
      	 
      
	
                    Wei
      Jianhua,

                  	
                    /s/ Wei Jianhua

                  
	 
      	 
      
	
                    Xu
      Li,

                  	
                    /s/ Xu Li

                  
	 
      	 
      
	
                    Yang
      Peiying,

                  	
                    /s/ Yang
Peiying

                  


          

        

      

       

      
        Date:
April 1, 2010

      

       

      WFOE:

      Beijing
Yangguang Jiaze Network Technology Co., Ltd.,

       

      
        
          
            
              	
                      Signature: 

                    	
                      /s/ Zhang
      Fan

                    


            

          

        

      

       

      I hereby
acknowledge the acceptance of the authorization, on behalf of the WFOE, granted
hereunder.

       

      
        
          
            
              
                
                  	
                          Part
      B:

                        	
                          Zhang
      Fan

                        
	 
      	 
      
	
                          Signature:

                        	/s/ Zhang Fan
	 	 
	Date: 	April
      1,
2010 


                

              

            

          

        

      

       

      
        
           


        

        
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