exv10w40



 








Exhibit 10.40




Agreement on Authorization to Exercise Shareholder’s Voting Power




This
agreement is concluded by and between the following parties on dd (Day)
mm (Month) yy (Year) in Haidian District, Beijing:



Party A: Employee (hereinafter referred to as “the Authorizer”)



Number of Identification Card:



Party B: Beijing Sina Information Technology Co., Ltd (hereinafter referred to
as “Sina Company”)



Address: #A1, Wanquanzhuang, Haidian District, Beijing



WHEREAS:





	1.	 	The Authorizer holds z% of stock rights of AAA Co., Ltd (hereinafter
referred to as “AAA”) on the date of signing of this Agreement; and to
hold above-mentioned stock rights, the Authorizer owns a debt of RMB X
Yuan to Sina Company;
	 
	2.	 	The Authorizer is willing to authorize Sina Company full powers to
exercise his entire shareholder’s voting power in his name in
shareholders’ meetings of AAA; SINA COMPANY is willing to accept the
above-mentioned authorization.





NOW, THEREFORE, after friendly consultation, the above parties conclude the
following agreement regarding to the matters of authorization of shareholder’s
voting power:



1. Authorization of Voting Power




1.1
The Authorizer hereby agrees to irrevocably authorize Sina Company, within
the term of authorization provided by this Agreement and in the Authorizer’s
name, to exercise all shareholder’s voting power enjoyed by the Authorizer
according to law and AAA’s articles of association in AAA’s shareholders’
meetings. Such shareholder’s voting power includes, but not limits to, the
following rights:




	1)	 	to decide AAA’s management policy and investment plan;
	 
	2)	 	to elect and change AAA’s directors, and decide the matters regarding to
director’s remuneration;
	 
	3)	 	to elect and change AAA’s supervisors, and decide the matters regarding
to supervisor’s




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	 	 	remuneration;
	 
	4)	 	to review and approve the reports of AAA’s board of directors;
	 
	5)	 	to review and approve supervisor’s reports;
	 
	6)	 	to review and approve AAA’s annual financial budget bill and the proposal
of final accounts;
	 
	7)	 	to review and approve AAA’s profit distribution plan and the plan to make
good deficits;
	 
	8)	 	to make decision on AAA’s increasing or decreasing registered capital;
	 
	9)	 	to make decision on AAA’s issue of corporate bonds;
	 
	10)	 	to make decision on AAA’s shareholder transferring his subscribed capital
to the persons other than AAA’s shareholders;
	 
	11)	 	to make decision on AAA’s merger, separation, change of company’s form,
dissolution and liquidation, etc.;
	 
	12)	 	to make decision on changing AAA’s business scope;
	 
	13)	 	to revise AAA’s articles of association;
	 
	14)	 	to decide to change the contents or nature of AAA’s business;
	 
	15)	 	to decide to make a loan to any third party or incur any debts in AAA’s
name;
	 
	16)	 	to decide to sell AAA’s any assets or rights to any third party,
including but not limited to intellectual property;
	 
	17)	 	to decide to set up any security rights against AAA’s any assets
(including both tangible and intangible assets) whatsoever such security
is for;
	 
	18)	 	to decide to assign the contracts signed by AAA to any third party; and
	 
	19)	 	to decide any other rights that may materially affect AAA’s rights,
obligations, assets or management matters.





1.2 Sina Company agrees to accept the authorization contained in previous
article made by the Authorizer and shall exercise such shareholder’s voting
power in the Authorizer’s name according to the provisions of this Agreement.



2. Exercising of Voting Power




2.1 Within the term of authorization provided by this Agreement, the

Authorizer’s entire shareholder’s voting power in AAA shall be authorized to
Sina Company to exercise. Without Sina Company’s prior written consent, the
Authorizer shall not, in the term of authorization, make any decision that may
materially affect AAA’s rights, obligations, assets or management, shall not
approve any plan that may materially affect AAA’s rights, obligations, assets
or management, shall not conduct any other activities that may materially
affect AAA’s rights, obligations, assets or management, and shall not exercise
any his shareholder’s voting power in AAA by any other



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means.



2.2 If Sina Company requests the Authorizer to provide special written
authorization document to Sina Company or any person appointed by Sina Company
regarding to each specific matter, whether such request made prior to or after
such matter, the Authorizer must provide before the matter occurs or provide in
supplement after the matter occurs such written authorization document
according to Sina Company’s specific request.



2.3 In relation to any matters agreed upon by Sina Company by exercising
shareholder’s voting power, if necessary, Sina Company shall have the right to
request the Authorizer
to confirm by signing on the relevant decisions of shareholder’s meeting or
other similar written documents.



2.4 The Authorizer affirms that Sina Company shall have the right to submandate
the other party to exercise Sina Company’s any rights under this Agreement, and
such submandate need not be approved by the Authorizer, but shall be notified
to the Authorizer in advance.



2.5 Sina Company shall report to the Authorizer the situation of authorized
matters at the time he deems proper. When this Agreement is terminated, Sina
Company shall report the Authorizer the results of authorized matters.



3. Term of Authorization



3.1 The term of authorization of shareholder’s voting power under this
Agreement shall be from the effective date of this Agreement to the date of
AAA’s dissolution.



3.2 After consultation, the Parties agree that the term of authorization may be
adjusted at any time in written form with specific regulations.



4. Remuneration of Authorization



Sina Company agrees that the Authorizer shall be exempt from paying any
remuneration to Sina Company for authorized matters according to this
Agreement.



5. Declaration and Guarantee



5.1 The Parties of this Agreement hereby represents, undertakes and guarantees
to each other as follows:




	1)	 	possess appropriate competence and power to conclude this Agreement;
	 
	2)	 	have capability to fulfill obligations under this Agreement;
	 
	3)	 	No performance of obligations under this Agreement is in breach of any
restriction in legal documents that binds.





5.2 This Agreement, once being signed, shall constitute to both parties legal
and effective obligations that can be enforced according to the provisions of
this Agreement.



6. Liability for Breaching



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6.1 Any Party’s direct or indirect violation of any provision of this
Agreement, or non-performance or unduly and non-sufficient performance of his
obligations under this Agreement shall constitute breach of this Agreement. The
party that obeys this Agreement (“the observant party”) shall have the right
to, by written notification, require the party in breach to rectify his
nonperformance and take sufficient, effective and duly measures to eliminate
the results of breach, and compensate the observant party’s damage caused by
such breach.




6.2 After such breach occurs, if the observant party reasonably and objectively
finds that such breach has resulted in impossibility or unfairness for it to
perform obligations under this Agreement, the observant party shall be entitled
to suspend performing its relevant obligations under this Agreement with notice
in writing giving to the party in breach, till the party in breach ceases
nonperformance and takes sufficient, effective and duly measures to eliminate
the results of breach, and compensates the observant party’s damage caused by
such breach.



6.3 The party in breach compensating the observant party’s damage shall include
the observant party’s direct economic loss, any anticipatable indirect loss and
additional fee caused by breach. Such addition fee shall include, but not limit
to, attorney fee, litigation or arbitration fee, finance expenditure and travel
expense, and etc.



7. Force Majeure



7.1 “Force Majeure” shall mean any event out of the parties’ reasonable
control, non-foreseeable, or unavoidable even has been foreseen and such event
hinder, affect or delay any party’s performance of all or part of his
obligations according to this Agreement. Such events include, but not limit to,
government’s acts, natural disasters, war or any other similar events.



7.2 The party suffers Force Majeure may suspend performing his relevant
obligations under this Agreement that are failed to be performed by the reason
of Force Majeure till the effect of Force Majeure is eliminated, and shall not
bear any liability of breach of this Agreement. But such party shall exert
himself as much as possible to overcome such event and reduce its negative
effects.



7.3 The suffering party from Force Majeure shall provide the other party with
legal certifications of such event issued by the notary office (or other proper
agency) of the area where the event occurs, which if fails, the other party may
request the suffering party to bear any liability for breach according to the
provisions of this Agreement.



8. Effectiveness, Modification and Termination



8.1 This Agreement shall enter into force from the date of signing and sealing
by Parties and terminates when the term of authorization provided by this
Agreement expires.



8.2 Prior to the expiration of this Agreement, if the Authorizer transfers all
its stocks of AAA to Sina Company or other party agreed upon by Sina Company in
written form in advance, the Authorizer shall not be bound by any provisions of
this Agreement from the date of completing stock transfer. But the Authorizer
shall notify the transferee in writing the existence of this Agreement during
the transfer, and the transferee’s full consent to be bound by this Agreement
shall be the precondition of transferring stock rights.



8.3 The Authorizer hereby irrevocably and permanently waives its right to
rescind this Agreement at any time.



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8.4 The Parties may modify and supplement this Agreement in written form with
consents from both. Such modification and supplement signed by and between the
Parties shall be part of this Agreement with equal legal effect to this
Agreement.



8.5 The Authorizer hereby agrees that Sina Company shall have the right to
terminate this Agreement from time to time without any reason by written
notification rendered 10 days ahead and shall not bear any liability for
breach.



8.6 Earlier termination of this Agreement shall not impose any effect upon the
Parties’ rights and obligations occurred already according to this Agreement
prior to the date of such termination.



9. Settlement of Dispute & Governing Law



9.1 The Parties shall settle with good faith all disputes regarding to
interpretation and enforcement of any provisions of this Agreement by
consultation.



9.2 The disputes that are failed to be resolved by consultation shall be
referred to China International Economic and Trade Arbitration Committee for
arbitration according to its existing arbitration rules. The place of
arbitration shall be in Beijing; and the language used in arbitration shall be
Chinese. The decision of arbitration shall be final and binding upon both
parties.



9.3 Laws and regulations of PRC shall be applied for conclusion, execution,
interpretation and settlement of disputes concerning this agreement.



10. Miscellaneous



10.1 This agreement is made into one original with two copies, one for each
party, both with equally legal effectiveness.



10.2 Titles and headlines contained in this Agreement are set for convenience
to its readers only and
shall not impose any effect upon interpretation of any provisions of this
Agreement.



10.3 If any provision of this Agreement is entirely or partially invalid or
unenforceable for the reason of violating laws or government regulations or
other reasons, the affected part of such provision shall be deemed as deleted.
But deleting the affected part of such provision shall not impose any effect
upon the legal effect of other part of such provision and other provisions of
this Agreement. The Parties shall negotiate and conclude new provision to
replace such invalid or unenforceable provision.



10.4 Unless otherwise stipulated, non-exercise or deferred exercise by either
party of any rights, authority or privilege under this Agreement shall not be
deemed as waiver of such rights, authority or privilege. And independent or
partial exercise of any rights, authority or privilege shall not exclude the
exercise of other rights, authority or privilege as well.



10.5 This Agreement constitutes the entire agreement concluded by the Parties
regarding to the subject matters of cooperation program, and shall replace any
previous or present, verbal or written agreements concluded by the Parties
regarding to the subject matters of cooperation program. If the Parties’
previous promises or previous agreements signed by the Parties regarding to any
matters under this Agreement do not comply with the provisions of this
Agreement, this Agreement shall prevail.



10.6 The Parties shall additionally negotiate and confirm any issues not
covered by this agreement.



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	Employee

	 	Beijing Sina Information Technology Co., Ltd
	Signature:
_______________

	 	Authorized Representative:
__________________







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