Power of Attorney between Gao Fei and Arki (Beijing) E-commerce Technology Co., Ltd. regarding America Arki Networkservice Beijing Co., Ltd. Shareholding

Summary

This Power of Attorney, dated September 21, 2010, is between Gao Fei, a 50% shareholder of America Arki Networkservice Beijing Co., Ltd., and Arki (Beijing) E-commerce Technology Co., Ltd. (WFOE). Gao Fei irrevocably authorizes WFOE to act as his exclusive agent for all matters related to his shareholding, including attending meetings, voting, transferring shares, and appointing management. The authorization is valid as long as Gao Fei remains a shareholder and cannot be revoked. All actions taken by WFOE under this agreement are considered as taken by Gao Fei himself.

EX-10.6 8 ex10-6.htm ex10-6.htm

 Exhibit 10.6 POWER OF ATTORNEY I, Gao Fei, a Chinese citizen with Chinese Identification Card No.: 210802197904074019, and a holder of 50% of the entire registered capital in America Arki Networkservice Beijing Co., Ltd. ("America Arki") ("My Shareholding"), hereby irrevocably authorize Arki (Beijing) E-commerce Technology Co., Ltd. ("WFOE") to exercise the following rights relating to My Shareholding during the term of this Power of Attorney: WFOE 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 America Arki; 2) exercise all the shareholder's rights and shareholder's voting rights I am entitled to under the laws of China and America Arki'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, the executive director, supervisor, the chief executive officer and other senior management members of America Arki. Without limiting the generality of the powers granted hereunder, 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 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 WFOE shall be deemed as my own actions, and all the documents related to My Shareholding executed by WFOE shall be deemed to be executed by me. I hereby acknowledge and ratify those actions and/or documents by WFOE. 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. <PAGE> 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 America Arki. During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to WFOE 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. Gao Fei By: /s/ Gao Fei -------------------------- 21 September 2010 2