Exhibit 4.19
Zhang xuejun, a Chinese citizen with Chinese Identification Card No.: 510212196804100319, and a holder of certain percentage of the entire registered capital in Beijing Changshengtiandi Ecommerce Co., Ltd. ("Changshengtiandi") (regardless whether my capital contribution to "Changshengtiandi" and/or percentage of shareholding in"Changshengtiandi" is changed or not in the future, "My Shareholding"), hereby irrevocably authorize eFuture (Beijing) Information Technology Inc. ("eFuture Beijing") to exercise the following rights relating to My Shareholding during the term of this Power of Attorney, so long as I am a shareholder of C-Future :
eFuture Beijing 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 Changshengtiandi ; 2) exercise all the shareholder's rights and shareholder's voting rights I am entitled to under the laws of China and Changshengtiandi '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 (chairperson), the director, supervisor, the chief executive officer and other senior management members of Changshengtiandi.
Without limiting the generality of the powers granted hereunder, eFuture Beijing 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 e-Future Beijing shall be deemed as my own actions, and all the documents related to My Shareholding executed by e-Future Beijing shall be deemed to be executed by me. I hereby acknowledge and ratify those actions and/or documents by eFuture Beijing.
eFuture Beijing 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 Changshengtiandi .
During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to eFuture Beijing 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.
By:_/s/ Zou Hongjun________
Witness: _/s/ Yan Yanchun________
18/01, 2011
