CXf Power of Attorney

EX-10.44 11 v216752_ex10-44.htm Unassociated Document
Power of Attorney

I, WU Huamin, a Chinese citizen with Chinese Identification Card No.: 422201197809031346, and a holder of 51% of the entire registered capital in Rise King (Shanghai) Advertisement & Media Co., Ltd. ("Rise King Shanghai") ("My Shareholding"), hereby irrevocably authorize Rise King Century Technology Development (Beijing) Co., Ltd. (“WOFE”) to exercise the following rights relating to My Shareholding during the term of this Power of Attorney:

WOFE 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 Rise King Shanghai; 2) exercise all the shareholder's rights and shareholder's voting rights I am entitled to under the laws of China and Rise King Shanghai'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 (executive director), the supervisor, the chief executive officer and other senior management members of Rise King Shanghai.

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

WOFE 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 Rise King Shanghai.

During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to WOFE 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.
WU Huamin
By: /s/ Wu Huamin
December 6, 2010

Witness: _________________

姓名:[     ]
Name: [     ]

December 6, 2010