Exhibit 10.12


 


Power of Attorney


 


I,
Xiaohong Kou, a citizen of the People’s Republic of China (“China”) with
Chinese Identification Card No.:          
, and a holder of 45% of the entire registered capital in Beijing Blue
I.T. Technologies Co., Ltd. (“My
Shareholding”), hereby irrevocably authorize the ChinaCache Network Technology (Beijing) Co., Ltd. (“WFOE”) to
exercise the following rights relating to My Shareholding during the term of
this Power of Attorney:


 


The WFOE or its designated party 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 Beijing Blue I. T.
Technologies Co., Ltd. (“Beijing
Blue I.T.”); 2) exercise all the shareholder’s rights and shareholder’s
voting rights I am entitled to under the laws of China and Beijing Blue I. T.’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 (chairperson), the director,
supervisor, the chief executive officer and other senior management members of Beijing Blue I. T..


 


Without
limiting the generality of the powers granted hereunder, the 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 the WFOE (or its designated party)
shall be deemed as my own actions, and all the documents related to My
Shareholding executed by the WFOE
(or its designated party) shall be deemed to be executed by me. I hereby
acknowledge and ratify those actions and/or documents by the WFOE (or its designated party).


 


The 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 the date of
execution of this Power of Attorney, so long as I am a shareholder of Beijing Blue I.T..


 


During
the term of this Power of Attorney, I hereby waive all the rights
associated with My Shareholding, which have been authorized to the 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.


 


1

















 


	
   

  	
   

  	
  Xiaohong Kou

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Xiaohong Kou

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  September 23,
  2005

  
	
   

  	
   

  	
   

  
	
  Witness:

  	
  /s/ Ying Yang

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name: Ying Yang

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  September 23,
  2005

  	
   

  	
   

  



 


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Power of Attorney


 


I,
Song Wang, a citizen of the People’s Republic of China (“China”) with Chinese
Identification Card No.:           , and a
holder of 55% of the entire registered capital in Beijing Blue I. T.
Technologies Co., Ltd. (“My
Shareholding”), hereby irrevocably authorize ChinaCache Network Technology (Beijing) Co., Ltd. (“WFOE”) to
exercise the following rights relating to My Shareholding during the term of
this Power of Attorney:


 


The WFOE or its designated party 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 Beijing Blue I. T.
Technologies Co., Ltd. (“Beijing
Blue I.T.”); 2) exercise all the shareholder’s rights and shareholder’s
voting rights I am entitled to under the laws of China and Beijing Blue I. T.’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 (chairperson), the director,
supervisor, the chief executive officer and other senior management members of Beijing Blue I. T..


 


Without
limiting the generality of the powers granted hereunder, the 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 the WFOE (or its designated party)
shall be deemed as my own actions, and all the documents related to My
Shareholding executed by the WFOE
(or its designated party) shall be deemed to be executed by me. I hereby
acknowledge and ratify those actions and/or documents by the WFOE (or its designated party).


 


The 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 the date of execution of this Power of Attorney, so
long as I am a shareholder of Beijing
Blue I. T..


 


During
the term of this Power of Attorney, I hereby waive all the rights
associated with My Shareholding, which have been authorized to the 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.


 


1

















 


	
   

  	
   

  	
  Song Wang

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Song Wang

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  September 23,
  2005

  
	
   

  	
   

  	
   

  
	
  Witness:

  	
  /s/ Ying Yang

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name: Ying Yang

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  September 23,
  2005

  	
   

  	
   

  



 


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