| /s/ J. Curtis Henderson, as attorney-in-fact | 07/28/2009 |
| ** Signature of Reporting Person | Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
|
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Exhibit 24
POWER OF ATTORNEY
For
Executing Forms 3, 4 and 5, Form 144 and Schedules 13D and 13G
Know all by these
presents, that the undersigned hereby constitutes and appoints each of J. Ross
Craft and J. Curtis Henderson, signing singularly, as the undersigned’s
true and lawful attorneys-in-fact to:
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(1) |
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execute for and on behalf of the undersigned, (a) in the
undersigned’s capacity as an officer, designated insider and/or director
of Approach Resources Inc. (the “Company”), Forms 3, 4 and 5 in
accordance with Section 16(a) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and the rules promulgated thereunder
(b) Form 144 and (c) Schedules 13D and 13G (including amendments
thereto) in accordance with Sections 13(d) and 13(g) of the Exchange Act and
the rules thereunder; |
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(2) |
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do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such
Form 3, 4 or 5, Form 144 or Schedules 13D or 13G (including
amendments thereto) and timely file such forms or schedules with the United
States Securities and Exchange Commission and any stock exchange,
self-regulatory association or similar authority; and |
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(3) |
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take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of either such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the undersigned,
it being understood that the documents executed by either such attorney-in-fact
on behalf of the undersigned pursuant to this Power of Attorney shall be in
such form and shall contain such terms and conditions as such signing
attorney-in-fact may approve in his discretion. |
The undersigned hereby
grants to each such attorney-in-fact full power and authority to do and perform
any and every act and thing whatsoever requisite, necessary or proper to be
done in the exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as the undersigned might or could do if personally
present, with full power of substitution or revocation, hereby ratifying and
confirming all that such attorney-in-fact, or his substitute or substitutes,
shall lawfully do or cause to be done by virtue of this Power of Attorney and
the rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned’s responsibilities to comply with Section 16 of the
Securities Exchange Act of 1934.
The undersigned agrees
that each such attorney-in-fact may rely entirely on information furnished
orally or in writing by the undersigned to the attorney-in-fact. The
undersigned also agrees to indemnify and hold harmless the Company and each
such attorney-in-fact against any losses, claims, damages or liabilities (or
actions in these respects) that arise out of or are based upon any untrue
statements or omissions of necessary facts in the information provided by the
undersigned to such attorney-in-fact for purposes of executing, acknowledging,
delivering or filing Form 3, 4 or 5, Form 144 or Schedule 13D or
13G (including amendments thereto) and agrees to reimburse the Company and the
attorney-in-fact on demand for any legal or other expenses reasonably incurred
in connection with investigating or defending against any such loss, claim,
damage, liability or action.
This Power of Attorney
shall remain in full force and effect until the undersigned is no longer
required to file Forms 3, 4 and 5, Form 144 and Schedules 13D and 13G
(including amendments thereto) with respect to the undersigned’s holdings
of and transactions in securities relating to the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact. This Power of Attorney does not revoke any other power of
attorney that the undersigned has previously granted.
IN WITNESS WHEREOF,
the undersigned has caused this Power of Attorney to be executed as of
July 27th,
2009.
/s/ Qingming
Yang
Qingming Yang