exv10w12




Exhibit 10.12


Appendix A – Power of Attorney to Business Operation Agreement




Power of Attorney



I hereby authorize Shengqu Information Technology (Shanghai) Co., Ltd. (hereinafter referred to as
the “Authorized Person”) to exercise the shareholder rights representing 48.6% Share held by me in
Shanghai Shulong Technology Development Co., Ltd. (hereinafter referred to as the “Company”). In
the meantime, I hereby authorize the Authorized Person to exercise the following rights irrevocably
during the Term of this Power of Attorney:



The Authorized Person is authorized to exercise all shareholder rights conferred to 48.6% Share of
the Company in accordance with the laws and the articles of association for and on behalf of me.
Such rights shall include but not limited to: proposing to convene the general meeting, accepting
any notices in respect of general meeting and agenda, attending the general meeting and exercising
all voting rights conferred to the 48.6% Share (including the designation and appointment of
directors, general manager, financial controller and other senior management of the Company in the
general meeting as the authorized representative of the Company), selling or transferring the 48.6%
Share in the Company, and so on.



The Authorized Person is entitled to appoint an individual from the board of directors (or the
executive directors) to exercise the rights granted by the Principal under this Power of Attorney.



I hereby acknowledge and accept any action, non-action and decision that may be made by the
Authorized Person in the Term of this Power of Attorney. Furthermore, I hereby confirm that the
said action, non-action and decision are binding upon me, and I will not object such action,
non-action and decision in any way, and I will bear any legal consequence arising out of such
action, non-action and decision.



Unless otherwise the Business Operation Agreement by and among the Company, Authorized Person,
Zhang Ying-feng and me is terminated earlier for any reason, this Power of Attorney shall be
effective for twenty (20) years (the “Term”) from the date when it is entered into. In the event
that the Authorized Person demands extending this Power of Attorney upon the expiration of the
Term, the Company shall extend this Power of Attorney unconditionally at the request of the
Authorized Person.



If it is necessary for me to enter into any documents for the implementation, execution or
performance of the said action, non-action or decision for any reason, I will enter into such
documents subject to the orders of the Authorized Person.




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[No Text on This Page, Signature Page for Power of Attorney]




Principal: Wang Dong-xu (Sign)




Date:                       MM                     DD                     YY




Authorized Person: Shengqu Information Technology (Shanghai) Co., Ltd. (Seal)




	 	 	 	 	 	 	 
	Legal Representative:	 	 	 	 
	 

	 	 	 	 

	 	 
	Title:
	 	 	 	 	 	 
	 	 	 	 	 





Date:                       MM                     DD                     YY





Representative of Authorized Person :               (Sign)




	 	 	 	 	 	 	 
	Title:
	 	 	 	 	 	 
	 	 	 	 	 





Date:                       MM                     DD                     YY





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