Common use of Entrustment of Voting Right Clause in Contracts

Entrustment of Voting Right. 1.1 The Shareholders hereby irrevocably undertake that they will, upon execution hereof, sign a power of attorney in substance and form as set out in Appendix I hereto, respectively, to entrust any individuals then designated by The9 Computer (hereinafter the “Entrusted Persons”) to exercise, on behalf of each of the Shareholders, the following rights to which the Shareholders are entitled in their capacity of the Company’s shareholders under the articles of association of the Company then in effect (collectively the “Entrusted Rights”): (1) to propose to convene and attend Shareholders’ meetings of the Company as the proxy of each of the Shareholders according to the articles of association of the Company; (2) to exercise, on behalf of each of the Shareholders, his voting rights on all matters requiring discussion or resolutions of the Shareholders’ meeting of the Company, including without limitation, the designation and election of the Company’s directors and general manager, and other senior management that shall be appointed and removed by the Shareholders; (3) to exercise other voting rights to which the Shareholders are entitled under the laws and regulations of the PRC (including any amendment, change, addition and supplement and reenactment thereof, irrespective of whether they take effect before or after the formation of this Agreement); (4) to exercise other voting rights of the Shareholders as specified in the articles of association of the Company (including any other shareholders’ voting rights as specified in the amended articles of association). The above authorization and entrustment shall be conditional upon The9 Computer approving such authorization and entrustment. If and only if The9 Computer gives a written notice for removal and replacement of the Entrusted Person(s) to each of the Shareholders, the Shareholders shall immediately designate the other PRC citizen then designated by The9 Computer to exercise the above Entrusted Rights, and the new power of attorney shall, once made, supersede the original power of attorney. Save as aforesaid, no Shareholders shall revoke the authorization and entrustment given to the Entrusted Person(s). 1.2 The Entrusted Person(s) shall perform their obligations in respect of the entrustment hereunder to the extent authorized hereunder with due care and diligence and in compliance with laws. The Shareholders shall acknowledge and assume liabilities for any legal consequences resulting from the exercise by the Entrusted Persons of the Entrusted Rights described above. 1.3 The Shareholders hereby confirm that the Entrusted Persons shall not be required to seek opinions from the Shareholders prior to their exercise of the above Entrusted Rights. However, the Entrusted Persons shall notify the Shareholders in a timely manner of any resolution or proposal for convening an interim shareholders’ meeting after such resolution or proposal is made.

Entrustment of Voting Right. 1.1 The Shareholders Each shareholder hereby irrevocably undertake that they will, upon execution hereof, agrees to respectively sign a power letter of attorney authorization, authorizing XXXXX XXXXXXX (Passport No.: 000000000; hereinafter referred to as “the trustee”) to, in substance and form accordance with Chinese laws, perform following rights under the Articles of Association of the target company available to each shareholder as set out in Appendix I hereto, respectively, to entrust any individuals then designated by The9 Computer the target company’s shareholder (hereinafter the collectively referred to as “Entrusted Personsentrusted rights”) to exercise, on behalf of each of the Shareholders, the following rights to which the Shareholders are entitled in their capacity of the Company’s shareholders under the articles of association of the Company then in effect (collectively the “Entrusted Rights”):). (1) to propose to convene and attend Shareholders’ Attend meetings of shareholders of the Company target company as the proxy an agent of each of the Shareholders according to the articles of association of the Companyshareholder; (2) Represent each shareholder to exercise, on behalf of each of the Shareholders, his exercise voting rights right on all matters requiring subject to the discussion or resolutions and resolution of the Shareholders’ meeting of the Company, shareholders (including without limitation, the but not limited to designation and election of senior executives of the Company’s directors target company, such as Director and general manager, and other senior management that shall be appointed and removed by the ShareholdersGeneral Manager); (3) Propose to exercise other voting rights to which the Shareholders are entitled under the laws and regulations hold an extraordinary meeting of the PRC (including any amendment, change, addition and supplement and reenactment thereof, irrespective of whether they take effect before or after the formation of this Agreement)shareholders; (4) to exercise other Any voting rights of shareholders set forth by laws; (5) Other shareholder’s voting rights under the Shareholders as specified in the articles Articles of association Association of the Company target company (including any other shareholders’ shareholder’s voting rights specified by Articles of Association as specified amended). 1.2 The precondition of the foregoing authorization and entrustment is eHi Car Rental’s consent to the foregoing authorization and entrustment. Only when eHi Car Rental issues a written notice about trustee replacement to each shareholder, each shareholder shall immediately cancel the entrustment with the existing trustee under this agreement and authorize eHi Car Rental to designate other personnel to perform entrusted rights in accordance with this agreement. Once a new authorization and entrustment is made, the amended articles of association). The above previous authorization and entrustment shall be conditional upon The9 Computer approving such replaced. Under other circumstances, each shareholder shall not cancel entrustment and authorization and entrustment. If and only if The9 Computer gives a written notice for removal and replacement of with the Entrusted Person(s) to each of the Shareholders, the Shareholders shall immediately designate the other PRC citizen then designated by The9 Computer to exercise the above Entrusted Rights, and the new power of attorney shall, once made, supersede the original power of attorney. Save as aforesaid, no Shareholders shall revoke the authorization and entrustment given to the Entrusted Person(s). 1.2 The Entrusted Person(s) shall perform their obligations in respect of the entrustment hereunder to the extent authorized hereunder with due care and diligence and in compliance with laws. The Shareholders shall acknowledge and assume liabilities for any legal consequences resulting from the exercise by the Entrusted Persons of the Entrusted Rights described abovetrustee. 1.3 The Shareholders trustee shall, within the scope of authorization specified by this agreement, prudently and diligently perform entrusted obligations in accordance with laws and the Articles of Association of the target company, ensure that convening procedures, voting methods and contents of the meetings of shareholders be in consistent with the laws, administrative regulations or the Articles of Association of the target company. Each shareholder shall acknowledge any legal consequences caused by the trustee’s performance of foregoing entrusted rights and bear corresponding liabilities. 1.4 Each shareholder hereby confirm that confirms the Entrusted Persons shall trustee needs not be required to seek solicit opinions from each shareholder before performing foregoing entrusted rights, unless otherwise specified by Chinese laws. But after a resolution or a proposal about convening an extraordinary meeting of shareholder is made, the Shareholders prior to their exercise trustee shall inform each shareholder of the above Entrusted Rights. However, the Entrusted Persons shall notify the Shareholders same in a timely manner of any resolution or proposal for convening an interim shareholders’ meeting after such resolution or proposal is mademanner.

Entrustment of Voting Right. 1.1 The Shareholders Each Shareholder hereby irrevocably undertake that they will, upon execution hereof, pledges to respectively sign a power letter of attorney in substance and form authorization, authorizing XXXXX XXXXXXX (Passport No.: 000000000; hereinafter referred to as set out in Appendix I hereto, respectively, to entrust any individuals then designated by The9 Computer (hereinafter the “Entrusted PersonsTrustee”) to exerciseto, on behalf of each of the Shareholdersin accordance with PRC laws, the perform following rights to which the Shareholders are entitled in their capacity of the Company’s shareholders under the empowered by articles of association of the Company then in effect target company available to Each Shareholder as the target company’s shareholder (hereinafter collectively the referred to as “Entrusted Rights”):). (1) Attend meetings of shareholders of the target company as an agent of Each Shareholder; (2) Represent Each Shareholder to propose perform voting right against all matters subject to discussion and resolution of the meeting of shareholders (including but not limited to designation and election of senior executives of the target company, such as director and general manager); (3) Propose to convene and attend Shareholders’ meetings a temporary meeting of the Company as the proxy shareholders; (4) Any voting rights of each of the Shareholders according to the shareholders specified by laws; (5) Other shareholder’s voting rights under articles of association of the Company; (2) to exercise, on behalf of each of the Shareholders, his voting rights on all matters requiring discussion or resolutions of the Shareholders’ meeting of the Company, including without limitation, the designation and election of the Company’s directors and general manager, and other senior management that shall be appointed and removed by the Shareholders; (3) to exercise other voting rights to which the Shareholders are entitled under the laws and regulations of the PRC target company (including any amendmentother shareholder’s voting rights specified by articles of association as amended). 1.2 The precondition of the foregoing authorization and entrustment is eHi Car Rental’s consent to foregoing authorization and entrustment. Only when eHi issues a written notice about trustee replacement to Each Shareholder, change, addition Each Shareholder shall immediately cancel entrustment against the existing Trustee under this Agreement and supplement and reenactment thereof, irrespective of whether they take effect before or after the formation of entrust eHi Car Rental to designate other personnel to perform Entrusted Rights in accordance with this Agreement);. Once a new authorization and entrustment is made, the previous authorization and entrustment shall be replaced. Under other circumstances, Each Shareholder shall not cancel entrustment and authorization against the Trustee. (4) to exercise other voting rights 1.3 The Trustee shall, within the scope of the Shareholders as authorization specified by this Agreement, prudently and diligently perform entrusted obligations in the accordance with laws and articles of association of the Company (including any other shareholders’ target company, ensure the convening procedures, voting rights as specified in methods and contents of meetings of shareholders comply with the amended laws, administrative regulations or articles of association). The above authorization and entrustment shall be conditional upon The9 Computer approving such authorization and entrustment. If and only if The9 Computer gives a written notice for removal and replacement association of the target company. Each Shareholder shall acknowledge any legal consequences caused by the Trustee’s performance of foregoing Entrusted Person(s) to each of Rights and bear corresponding liabilities. 1.4 Each Shareholder hereby confirms the Shareholders, the Shareholders shall immediately designate the other PRC citizen then designated by The9 Computer to exercise the above Trustee need not solicit opinions from Each Shareholder before performing foregoing Entrusted Rights, and the new power unless otherwise specified by PRC laws. But after a resolution or a proposal about convening a temporary meeting of attorney shall, once shareholders is made, supersede the original power of attorney. Save as aforesaid, no Shareholders Trustee shall revoke the authorization and entrustment given to the Entrusted Person(s). 1.2 The Entrusted Person(s) shall perform their obligations in respect inform Each Shareholder of the entrustment hereunder to the extent authorized hereunder with due care and diligence and in compliance with laws. The Shareholders shall acknowledge and assume liabilities for any legal consequences resulting from the exercise by the Entrusted Persons of the Entrusted Rights described above. 1.3 The Shareholders hereby confirm that the Entrusted Persons shall not be required to seek opinions from the Shareholders prior to their exercise of the above Entrusted Rights. However, the Entrusted Persons shall notify the Shareholders same in a timely manner of any resolution or proposal for convening an interim shareholders’ meeting after such resolution or proposal is mademanner.