**Shareholder Voting Proxy Agreement**This Agreement is entered into in Shanghai as of                     , 2004 by and among the followingParties:1. **The9 Computer Technology Consulting (Shanghai) Co., Ltd.**(hereinafter “**The9 Computer**”)   Registered address: B-44, No. 498 Guoshoujing Road, Zhangjiang Hi-Tech Park, Shanghai 2. **Shanghai Jiucheng Information Technology Co., Ltd.**(hereinafter “**Shanghai IT**”)   Registered address: No. 8885 Hutai Road, Shanghai 3. [          ]Identity card number:                     Domicile address:                      4. [          ]Identity card number:                     Domicile address:                     ([          ]and[          ] are hereinafter referred to individually and collectively as the“**Shareholder(s)**”).WHEREAS:1. The Shareholders are all existing shareholders of Shanghai IT, who own all of the equityinterest of Shanghai IT;2. Each of the Shareholders intends to entrust The9 Computer to exercise his voting rights inShanghai IT, and The9 Computer intends to accept the entrustment.Therefore, the Parties have reached the following agreement upon friendly consultations:**Article 1 Entrustment of Voting Right**1.1 The Shareholders hereby irrevocably entrust The9 Computer with full power to exercise, onbehalf of each of the Shareholders, the following rights to which the Shareholders areentitled in their capacity of Shanghai IT’s shareholders under the articles of association ofShanghai IT then in effect (collectively the “**Entrusted Rights**”): (1) to attend Shareholders’ meetings of Shanghai IT as the proxy of each of theShareholders;
 
 

 
 (2) to exercise, on behalf of each of the Shareholders, his voting rights on allmatters requiring discussion or resolutions of the shareholders’ meeting of ShanghaiIT; (3) to propose to convene interim shareholders’ meetings of Shanghai IT; (4) to exercise other voting rights of the Shareholders as specified in thearticles of association of Shanghai IT (including any other shareholders’ voting rightsas specified in the amended articles of association).1.2 The Shareholders shall acknowledge and assume liabilities for any legal consequencesresulting from the exercise by The9 Computer of the Entrusted Rights described above.1.3 The Shareholders hereby confirm that The9 Computer shall not be required to seek opinionsfrom the Shareholders prior to its exercise of the above Entrusted Rights. However, The9Computer shall notify the Shareholders in a timely manner of any resolution or proposal forconvening an interim shareholders’ meeting after such resolution or proposal is made.**Article 2 Right to Information**2.1 For the purpose of exercising the Entrusted Rights hereunder, The9 Computer shall be entitledto know all information of Shanghai IT relating to its operation, business, customers, financeand employees, and shall have access to the relevant documents and materials of Shanghai IT.Shanghai IT shall fully cooperate with The9 Computer in this regard.**Article 3 Exercise of Entrusted Rights**3.1 Where necessary, The9 Computer may sub-entrust its specific internal personnel (one or more)to exercise any or all of the Entrusted Rights within the scope stipulated in Article 1hereof. The Shareholders shall acknowledge such sub-entrustment and agree to assume any legalliabilities in relation thereto.3.2 The Shareholders will provide sufficient assistances to The9 Computer with regard to itsexercise of the Entrusted Rights, including the execution of resolutions of shareholders’meetings made by The9 Computer with respect to Shanghai IT or other relevant legal documentsin a timely manner when necessary (e.g., where the same is required in order to submitdocuments for the purposes of government approvals, registrations or filings).3.3 If, at any time within the term of this Agreement, the grant or exercise of the EntrustedRights hereunder cannot be realized due to any reason (except for the default of anyShareholder or Shanghai IT), the parties shall immediately seek the alternative proposal thatis most similar to the one that cannot be realized and, if necessary, enter into asupplementary agreement to amend or adjust the provisions herein, in order to ensure that thepurpose of this Agreement can continue to realize.
 
 

 
**Article 4 Exemption and Compensation**4.1 The parties acknowledge that The9 Computer shall not be required to be liable to orcompensate (economic or otherwise) the other parties or any third party in connection with anyexercise of the Entrusted Rights hereunder.4.2 The Shareholders and Shanghai IT agree to indemnify and hold The9 Computer harmless againstall losses suffered or likely to be suffered by it due to any exercise of the EntrustedRights, including without limitation, any loss resulting from any litigation, demand,arbitration or claim by any third party against it or from administrative investigation orpenalty by government authorities, provided, however, that no indemnification is available forany losses caused by a willful default or gross negligence of The9 Computer.**Article 5 Representations and Warranties**5.1 Each of the Shareholders hereby jointly and severally represents and warrants as follows: 5.1.1 He is a PRC citizen with full capacity, has full and independent legal statusand legal capacity to execute, deliver and perform this Agreement, and may actindependently as a party to lawsuit. 5.1.2 He has full power to execute and deliver this Agreement and all the otherdocuments to be signed by him in relation to the transaction referred to herein, andhas the full power to complete the transaction referred to herein. This Agreementshall be executed and delivered by him legally and properly. This Agreementconstitutes the legal and binding obligations on him and is enforceable against him inaccordance with its terms and conditions 5.1.3 He is the legitimate shareholder of Shanghai IT whose name appears on itsregister of members as of the effective date of this Agreement, and except for therights created by this Agreement, there is no third party right on the EntrustedRights. In accordance with this Agreement, The9 Computer may exercise the EntrustedRights fully and completely pursuant to the articles of association of Shanghai IT thenin effect.5.2 Each of The9 Computer and Shanghai IT hereby severally represents and warrants as follows: 5.2.1 It is a company with limited liability duly incorporated and legally existingunder the laws of the place of its incorporation with an independent legal personstatus. It has full and independent legal status and legal capacity to execute,deliver and perform this Agreement and may act independently as a party to lawsuit. 5.2.2 It has the full corporate power and authority to execute and deliver thisAgreement and all the other documents to be signed by it in relation to the transactionreferred to herein, and it has the full power and authority to complete the transactionreferred to herein.
 
 

 
5.3 Shanghai IT further represents and warrants as follows: 5.3.1 The Shareholders are all legitimate shareholders of Shanghai IT whose namesappear on its register of members as of the effective date of this Agreement. Inaccordance with this Agreement, The9 Computer may exercise the Entrusted Rights fullyand completely pursuant to the articles of association of Shanghai IT then in effect.**Article 6 Term of Agreement**6.1 This Agreement shall become effective once it is duly signed by the parties. Unless it isearly terminated by the parties in writing, this Agreement shall continue to be effective withno restrictions so long as any of the Shareholders continues to be the shareholder of ShanghaiIT.6.2 If any of the Shareholders transfers all of his equity interest in Shanghai IT with the priorconsent of The9 Computer, such Shareholder will no longer be a party hereto and theobligations and undertakings of any other parties hereunder will not be adversely affected.**Article 7 Notice**7.1 Any notice, request, demand and other correspondences required by this Agreement or made inaccordance with this Agreement shall be delivered in writing to the relevant party.7.2 Any such notice or other correspondences shall be deemed to have been delivered, if sent byfacsimile or telex, when it is sent, and if delivered in person, when it is delivered, and ifsent by post, five (5) days after it was posted.**Article 8 Liabilities for Breach of Contract**8.1 The parties agree and confirm that, if any Party (hereinafter the “**Defaulting Party**”)substantially violates any of the provisions herein or substantially fails to perform any ofthe obligations hereunder, such violation or failure shall constitute a default under thisAgreement (hereinafter a “**Default**”), and any of the other non-defaulting parties (hereinafterthe “**Non-defaulting Party**”) shall have the right to require the Defaulting Party to rectifysuch Default or take remedial measures within a reasonable period. If the Defaulting Partyfails to rectify such Default or take remedial measures within such a reasonable period orwithin ten (10) days after the Non-defaulting Party notifies the Defaulting Party in writingand require it to rectify the Default, then: (1) if any Shareholder or Shanghai IT is theDefaulting Party, The9 Computer shall be entitled to terminate this Agreement and require theDefaulting Party to make compensation for damages; (2) if The9 Computer is the DefaultingParty, the Non-defaulting Party shall be entitled to require the Defaulting Party to makecompensation for damages, but the Non-defaulting Party shall have no right to terminate ordischarge this Agreement or the entrustment hereunder in any circumstances.
 
 

 
8.2 The rights and remedies set out herein shall be cumulative, and shall not preclude any otherrights or remedies provided by law.8.3 Notwithstanding any other provisions herein, the effect of this Article shall not be affectedby the suspension or termination of this Agreement.**Article 9 Miscellaneous**9.1 This Agreement is executed in Chinese in [four (4)] originals, with one (1) original to beretained by each party hereto.9.2 The formation, effectiveness, performance, amendment, interpretation and termination of thisAgreement shall be governed by the laws of the PRC.9.3 Any disputes arising out of and in connection with this Agreement shall be resolved throughconsultations among the parties. If the parties cannot reach an agreement regarding suchdisputes within thirty (30) days of their occurrence, such disputes shall be submitted toChina International Economic and Trade Arbitration Commission, Shanghai Branch, forarbitration in Shanghai in accordance with the arbitration rules of such Commission, and thearbitration award shall be final and binding on the parties.9.4 None of the rights, powers and remedies granted to any party by any provisions herein shallpreclude any other rights, powers and remedies available to such party at law and under theother provisions of this Agreement, nor shall the exercise by a Party of its rights, powersand remedies preclude any exercise by such party of its other rights, powers and remedies.9.5 No failure or delay by a party in exercising any of its rights, powers and remedies hereunderor in accordance with laws (hereinafter the “**Party’s Rights**”) shall result in a waiverthereof, nor shall the waiver of any single or partial exercise of the Party’s Rights precludesuch party from exercising such rights in any other way and exercising the other Party’sRights.9.6 The headings of the provisions herein are for reference only, and in no circumstances shallsuch headings be used for or affect the interpretation of the provisions hereof.9.7 Each provision contained herein shall be severable and independent from each of otherprovisions, and if at any time any one or more provisions herein become(s) invalid, illegal orunenforceable, the validity, legality and enforceability of the remaining provisions hereinshall not be affected as a result thereof.9.8 Any amendments or supplements to this Agreement shall be made in writing, and shall becomeeffective only when duly signed by the parties to this Agreement.9.9 Without the prior written consent of the other parties, no party shall transfer any ofhis/its rights and/or obligations hereunder to any third parties.9.10 This Agreement shall be binding on the legal successors of the parties.
 
 

 
**IN WITNESS HEREOF**, the Parties have caused this Shareholder Voting Proxy Agreement to beexecuted as of the date and in the place first above written.**The9 Computer Technology Consulting (Shanghai) Co., Ltd.**