Exhibit 10.33


 


Power of Attorney


 


I,
Xiurong Mei, a citizen of the People’s Republic of China (“China”) with Chinese
Identification Card No.:           , and a holder of 3% of the
entire registered capital in Shanghai Jnet Telcom Co., Ltd. (“Shanghai Jnet”) (“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 Shanghai Jnet; 2)
exercise all the shareholder’s rights and shareholder’s voting rights I am entitled
to under the laws of China and Shanghai
Jnet’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 Shanghai
Jnet.


 


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 Exclusive Option Agreement,
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 Shanghai Jnet.


 


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.


 


 


	
   

  	
  Xiurong
  Mei

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By
  :

  	
  /s/
  Xiurong Mei

  



 


1

















 


	
   

  	
  April
  8, 2010

  
	
   

  	
   

  
	
   

  	
   

  
	
  Witness

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By
  :

  	
  /s/ Lian Xue

  	
   

  
	
  April
  8, 2010

  	
   

  
			



 


2

















 


Power of Attorney


 


I,
Yongkai Mei, a citizen of the People’s Republic of China (“China”) with Chinese
Identification Card No.:           , and a holder of 3% of the
entire registered capital in Shanghai Jnet Telcom Co., Ltd. (“Shanghai Jnet”) (“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 Shanghai Jnet; 2)
exercise all the shareholder’s rights and shareholder’s voting rights I am entitled
to under the laws of China and Shanghai
Jnet’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 Shanghai
Jnet.


 


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 Exclusive Option Agreement,
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 Shanghai Jnet.


 


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.


 


 


	
   

  	
  Yongkai
  Mei

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By
  :

  	
  /s/
  Yongkai Mei

  



 


1

















 


	
   

  	
  April 8, 2010

  
	
   

  	
   

  
	
   

  	
   

  
	
  Witness

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Lian Xue

  	
   

  
	
  April
  8, 2010

  	
   

  
			



 


2

















 


Power of Attorney


 


I,
Yong Sha, a citizen of the People’s Republic of China (“China”) with Chinese
Identification Card No.:           , and a holder of 41% of the
entire registered capital in Shanghai Jnet Telcom Co., Ltd. (“Shanghai Jnet”) (“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 Shanghai Jnet; 2)
exercise all the shareholder’s rights and shareholder’s voting rights I am entitled
to under the laws of China and Shanghai
Jnet’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 Shanghai Jnet.


 


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 Exclusive Option Agreement,
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 Shanghai Jnet.


 


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.


 


 


	
   

  	
  Yong
  Sha

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By
  : 

  	
  /s/
  Yong Sha

  



 


1

















 


	
   

  	
  April
  8, 2010

  
	
   

  	
   

  
	
   

  	
   

  
	
  Witness:

  	
  /s/ Lian Xue

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By
  : 

  	
   

  
	
  April
  8, 2010

  	
   

  
				



 


2

















 


Power of Attorney


 


I,
Hao Yin, a citizen of the People’s Republic of China (“China”) with Chinese
Identification Card No.:           , and a holder of 3% of the
entire registered capital in Shanghai Jnet Telcom Co., Ltd. (“Shanghai Jnet”) (“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 Shanghai Jnet; 2)
exercise all the shareholder’s rights and shareholder’s voting rights I am entitled
to under the laws of China and Shanghai
Jnet’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 Shanghai
Jnet.


 


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 Exclusive Option Agreement,
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 Shanghai Jnet.


 


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.


 


 


	
   

  	
  Hao
  Yin

  
	
   

  	
   

  
	
   

  	
  By
  :

  	
  /s/
  Hao Yin

  
	
   

  	
  April 8, 2010

  



 


1

















 


	
  Witness:

  	
  /s/ Lian Xue

  	
   

  	
   

  
	
   

  	
   

  
	
  By
  : 

  	
   

  	
   

  
	
  April
  8, 2010

  	
   

  
					



 


2