exv10w18






English Translation

Exhibit 10.18




Form of Power of Attorney




Principal: A

ID Card Number: B

Domicile: C

Legal Representative: D




Agent: Hangzhou Dianneng Technologies Co., Ltd.

Domicile: Room 105, Building 3, No.1197 Bin’an Road, Binjiang District, Hangzhou

Legal Representative: Tao Song



E, hereby irrevocably authorize Hangzhou Dianneng Technologies Co., Ltd. (“Hangzhou
Dianneng”) to exercise the following rights within the valid term hereof:



Authorize Hangzhou Dianneng or a qualified Chinese citizen designated by it (hereinafter referred
to as the “Agent”) to act as the exclusive and sole agent of Principal in respect of the following
matters:



Exercise all the voting power and other rights of Principal as a shareholder of Hangzhou Sky
Network Technologies Co., Ltd. (“Sky Network”), including but not limited to acting as the
authorized representative of Principal in appointing and electing officers of Sky Network (e.g.
directors, general manager, etc) at the shareholders’ meeting of Sky Network.



Hangzhou Dianneng or its agent shall have the right to act for and on behalf of Principal within
the scope of authorization in signing all the transfer documents necessary for performing all the
obligations of Principal under the Equity Pledge Agreement and the Call Option and Cooperation
Agreement executed on the date of this Power of Attorney.



Any act taken or document executed by Hangzhou Dianneng or its agent regarding Sky Network shall be
regarded as taken or executed by Principal. Principal hereby acknowledges, recognizes and approves
any such act taken or document executed by Hangzhou Dianneng or its agent.



The above authorization and entrustment is based on the precondition that the “Agent” is a Chinese
citizen and an employee of Hangzhou Dianneng and that the controlling shareholder of Hangzhou
Dianneng agrees to such authorization and entrustment. Once the “Agent” no longer holds any
position in Hangzhou Dianneng or Hangzhou






 









 







Dianneng issues a notice for replacing the “Agent”, Principal will immediately revoke the
authorization and entrustment made hereby to the “Agent”, and will designate/authorize another
Chinese citizen who is an employee of and designated by Hangzhou Dianneng to act for and on behalf
of Principal in exercising the above-mentioned voting power and other rights at the shareholders’
meeting of Sky Network.



Hangzhou Dianneng or the Agent shall cautiously, diligently and legally perform entrusted
obligations within the scope of authorization and hold the Principal harmless against all losses /
damages (except those resulting from any intentional or material negligence on the part of the
Principal) that may arise as a result of such authorization and entrustment, failing which Hangzhou
Dianneng or the Agent shall legally bear all the legal liabilities and economic consequences to the
Principal and Sky Network.



The valid term of this Power of Attorney is 20 years and will begin on and from the date of
execution hereof.




Principal: F




Signature: G

July 1, 2010




 









 





Annex




	 	 	 	 	 	 	 	 	 	 	 	 	 
	A	 	B	 	C	 	D	 	E	 	F	 	G
	Hangzhou Mijia
Technologies Co.,
Ltd. (“Mijia
Technologies”)

	 	N/A
	 	Room 610, Building 2, No.1197 Bin’an Road, Binjiang
District, Hangzhou
	 	Tao Song
	 	We, Mijia Technologies, , a
limited liability company duly
organized and validly existing
under the laws of the People’s
Republic of China,
	 	Hangzhou Mijia
Technologies Co.,
Ltd.
	 	/s/ Tao Song
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Qinyi Zhu

	 	 
	 	Room 201, 65# Building, Taiziyuan, Hupan Garden, Hangzhou
	 	N/A
	 	I, Qinyi Zhu, a Chinese citizen,
	 	Qinyi Zhu
	 	/s/ Qinyi Zhu