有限代理授權(quán) ZHANG, WANG & LEE, L.L.P. ATTORNEYS AND COUNSELLORS AT LAW 666 EAST CHANGAN BOULEVARD BEIJING, P.R. CHINA 100001 TELEPHONE: 010-1234-5678; TELEFAX: 010-1234-5679 WWW..ZWL.COM.CN (1) LIMITED POWER OF ATTORNEY I, Cindy W. Woo, currently residing at 111 Pine Street, South San Francisco, California 50141, the United States of America, do hereby grant a limited and specific power of attorney to Zhang, Wang & Lee, L.L.P., located at the above letterheaded address, as my attorney-in-fact (“Agent”), giving said Agent the full power and authority to undertake and perform the following acts on my behalf to the same extent as if I had done so personally: Manage the real property located at 222 North Loop Line 3, Beijing 100029, China, also known as one hotel building called Beihua Hotel. The authority of my Agent shall include such incidental acts as are reasonable and necessary to carry out and perform the authorities and duties stated herein. My Agent agrees to accept this appointment subject to its terms, and agrees to act in a fiduciary capacity consistent with my best interest, as my Agent in his or her discretion deems appropriate, and I hereby ratify all such acts of my Agent. This power of attorney may be revoked by me at any time, and will automatically be revoked by my death; PROVIDED that any person relying on this power of attorney before or after my death shall have full rights to accept the granted authority of my Agent until receipt of actual notice of revocation. Signed this first day of December, 2005. _______________________ Signature by Cindy W. Woo
(2) NOTICE TO AND ACKNOWLEDGEMENT BY PRINCIPAL THE purpose of the above Power of Attorney is to give the person you designate (your “Agent”) broad powers to handle your property, which may include powers to sell or otherwise dispose of any real or personal property without advance notice to you or approval by you. The above Power of Attorney does not impose a duty on your agent to exercise the granted powers, but when such powers are exercised, your Agent must use due care to act for your benefit and in accordance with this power of attorney. Your agent may exercise the powers given above throughout your lifetime, even after you become incapacitated, unless you expressly limit the duration of these powers or you revoke these powers or a court acting on your behalf terminates your Agent’s authority. Your Agent must keep your funds separate from your Agent’s funds. A court can take away the powers of your Agent if it finds your Agent is not acting properly. The powers and duties of an agent under a power of attorney are explained more fully in the Civil Code, 20 C.C.C. Ch. 56. If there is anything about this document that you do not understand, you should ask a lawyer of your own choice, other than your Agent, to explain it to you. I have read or had explained to me this notice and I understand its contents. _____________________________ Signature by Principal Cindy W. Woo Dated: December 1, 2005. (3) Witness We, the undersigned witnesses, being duly sworn, do hereby say and declare under penalty of false swearing, that the Principal is personally known to us; that we witnessed the Principal signed or acknowledged the foregoing power of attorney in
our presence; that the Principal subscribed, published and declared the same to be her instructions, appointments and designation in our presence; that we thereafter subscribed the document as witnesses in the Principal’s presence, at the Principal’s request, and in the presence of each other; that the Principal appears to be of sound mind and under no duress, fraud, or undue influence; that we are not the person appointed as Agent by said power of attorney; that we are not healthcare providers, nor employees of a healthcare provider or facility; and that we make this affidavit at the Principal’s request this first day of December, 2005. _________________________ _____________________________ Signature of Witness 1 Signature of Witness 2 _________________________ _____________________________ Printed Name of Witness 1 Printed Name of Witness 2 _________________________ _____________________________ Address Address Sworn to (or affirmed) and subscribed before me this first day of December, 2005, by Witness 1 and Witness 2 (names of Witnesses). _____________________________ Signature and Seal by Notary Public (4) Acknowledgment of Agent (Acceptance of Appointment) I, Deguang Zhang, owner and representative of Zhang, Wang & Lee, L.L.P., have read the foregoing power of attorney, and am the person identified as the Agent for the Principal. I hereby acknowledge that in the absence of a specific provision to the contrary in the above Power of Attorney or in 20 C.C.C. Ch. 56 when I act as agent: - I owe a duty of loyalty and good faith to the Principal, and must use the powers granted to me only for the benefit of the Principal. - I shall keep the Principal’s funds and other assets separate and apart from my funds and assets. I shall not transfer title to any of the Principal’s funds or other assets into my name alone. My name must not be added to the title of any funds or other assets of the Principal, unless I am specifically designated as Agent for the Principal in the title. - I shall protect and conserve, and exercise reasonable caution and prudence in my dealings with the Principal’s funds and other assets. - I shall keep a full and accurate record of all acts, receipts and disbursements
226 on behalf of the Principal, and be ready to account to the Principal for such acts, receipts, and disbursements, and must furnish an accounting of such acts, receipts, and disbursements to the personal representative of the Principal’s estate within 90 days of death of the Principal. - I acknowledge my authority to act on behalf of the Principal ceases at the death of the Principal. I hereby accept the foregoing appointment as Agent for the Principal with full knowledge of the responsibilities imposed on me, and I will faithfully carry out my duties to the best of my ability. _______________________ Signature by Agent Dated: December 1, 2005
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