Exhibit 10.12


 


Power of Attorney


 


Our company,
the undersigned, BEIJING LENTUO ELECTROMECHANICAL GROUP CO., LTD., is a
Limited Liability Company registered in Beijing, China in accordance with laws
and regulations of the People’s Republic of China (the “PRC”) (Business License
NO.110000002321829). We hold 100% equity interest of BEIJING TUOZHAN
INDUSTRIAL & TRADING DEVELOPMENT CO., LTD. (“TUOZHAN”). As a shareholder of TUOZHAN, We
hereby irrevocably entrust LENTUO HK LIMITED (“LENTUO HK”) to execute the following rights during the term of
this Power of Attorney:


 


We the
company, the undersigned, exclusively authorize LENTUO HK as the sole
representative with full authority to perform shareholder’s rights upon the
equity interest we hold, including but not limited to: (i) the attendance
of the shareholder’s meeting and the execution of relative Shareholder
Resolution(s) of TUOZHAN for and on behalf of our company; (ii) the
performance of all the relative rights of our company entitled by laws and
Articles of Association of TUOZHAN including but not limited to voting-rights
and the rights of assigning, transferring, pledging or disposing of such equity
interest partially and/or wholly; and (iii) the designations and
appointments of Legal Representative, Chief Executive Director, Directors,
Supervisors, General Manager and/ or other Officer(s) of TUOZHAN on our
behalf.


 


LENTUO HK is
entitled to execute the Transfer Agreement mentioned in the Exclusive Equity
Interest Purchase Agreement (Where our company shall be a party) within its
authority and duly perform the Equity Interest Pledge Agreement and the
Exclusive Equity Interest Purchase Agreement that are entered into
simultaneously with this Power of Attorney by our company. The execution of the
abovementioned rights shall not constitute any limitation on this Power of
Attorney.


 


Save as
otherwise provided hereunder, LENTUO HK is entitled to exercise all the
necessary rights arising from the equity interest upon its own discretions
without any oral or written instructions of our company.


 


All acts in
associate with the equity interest of our company conducted by LENTUO HK shall
be deemed as the acts of our company. All documents executed by LENTUO HK shall
be deemed as executed by our company; our company shall acknowledge such
documents.


 


LENTUO HK is
entitled to assign all rights under this Power of Attorney. LENTUO HK is
entitled to entrust any other individual(s) or legal person(s) to
execute the above rights and equity interest without issuing any notice to or obtaining
any prior consent from our company. Nevertheless, LENTUO HK shall report to our
company 


 

















 


immediately
after such assignment and the assignment shall not harm our company in any
event.


 


This Power
of Attorney shall be irrevocable and continuously valid when our company is a
shareholder of LENTUO HK and shall come into effect as of the date set forth
below.


 


During the
term of this Power of Attorney, in the event that our company intends to
perform the rights hereunder, we shall negotiate with LENTUO HK in advance.


 


Beijing Lentuo Electron Mechanical Group Co., Ltd.


 


	
  Legal
  Representative:

  	
  /s/ Hetong
  Guo

  	
   

  



 


Date:
January 28, 2010


 


2

















 


Schedule


 


Set forth
below is a list of other affiliated entities with respect to which Beijing
Lentuo Electromechanical Group Co., Ltd. executed similar Powers of
Attorney.  Such Powers of Attorney are
identical to the one in this exhibit (except that the concerned affiliated
entity is different) and are omitted from this exhibit pursuant to the
Instructions to Item 601 of Regulations S-K.


 


1.     Beijing Aotong Automobile Trading
Co., Ltd.


2.     Beijing Lentuo Chengxin
Commercial & Trading Co., Ltd.


3.     Beijing Yuantongqiao Toyota Automobile
Trading Co., Ltd.


4.     Beijing Tuojiacheng Commercial &
Trading Co., Ltd.


5.     Beijing Lentuo Huitong Automobile Sales
Service Co., Ltd.


6.     Beijing Tuozhan Automobile Repair
Co., Ltd.


7.     Beijing Lentuo Automobile Leasing
Co., Ltd.


 


3