**Exhibit 10.40**
**Agreement on Authorization to Exercise Shareholder’s Voting Power**
Thisagreement 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 toas “Sina Company”)
Address: #A1, Wanquanzhuang, Haidian District, Beijing
WHEREAS:
1. The Authorizer holds z% of stock rights of AAA Co., Ltd (hereinafterreferred to as “AAA”) on the date of signing of this Agreement; and tohold above-mentioned stock rights, the Authorizer owns a debt of RMB XYuan to Sina Company; 2. The Authorizer is willing to authorize Sina Company full powers toexercise his entire shareholder’s voting power in his name inshareholders’ meetings of AAA; SINA COMPANY is willing to accept theabove-mentioned authorization.
**NOW, THEREFORE,**after friendly consultation, the above parties conclude thefollowing agreement regarding to the matters of authorization of shareholder’svoting power:
1. **Authorization of Voting Power**
1.1The Authorizer hereby agrees to irrevocably authorize Sina Company, withinthe term of authorization provided by this Agreement and in the Authorizer’sname, to exercise all shareholder’s voting power enjoyed by the Authorizeraccording to law and AAA’s articles of association in AAA’s shareholders’meetings. Such shareholder’s voting power includes, but not limits to, thefollowing rights:
1) to decide AAA’s management policy and investment plan; 2) to elect and change AAA’s directors, and decide the matters regarding todirector’s remuneration; 3) to elect and change AAA’s supervisors, and decide the matters regardingto 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 proposalof final accounts; 7) to review and approve AAA’s profit distribution plan and the plan to makegood 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 capitalto 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’sname; 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 securityis 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 previousarticle made by the Authorizer and shall exercise such shareholder’s votingpower 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, theAuthorizer’s entire shareholder’s voting power in AAA shall be authorized toSina Company to exercise. Without Sina Company’s prior written consent, theAuthorizer shall not, in the term of authorization, make any decision that maymaterially affect AAA’s rights, obligations, assets or management, shall notapprove any plan that may materially affect AAA’s rights, obligations, assetsor management, shall not conduct any other activities that may materiallyaffect AAA’s rights, obligations, assets or management, and shall not exerciseany 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 writtenauthorization document to Sina Company or any person appointed by Sina Companyregarding to each specific matter, whether such request made prior to or aftersuch matter, the Authorizer must provide before the matter occurs or provide insupplement after the matter occurs such written authorization documentaccording to Sina Company’s specific request.
2.3 In relation to any matters agreed upon by Sina Company by exercisingshareholder’s voting power, if necessary, Sina Company shall have the right torequest the Authorizerto confirm by signing on the relevant decisions of shareholder’s meeting orother similar written documents.
2.4 The Authorizer affirms that Sina Company shall have the right to submandatethe other party to exercise Sina Company’s any rights under this Agreement, andsuch submandate need not be approved by the Authorizer, but shall be notifiedto the Authorizer in advance.
2.5 Sina Company shall report to the Authorizer the situation of authorizedmatters at the time he deems proper. When this Agreement is terminated, SinaCompany 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 thisAgreement shall be from the effective date of this Agreement to the date ofAAA’s dissolution.
3.2 After consultation, the Parties agree that the term of authorization may beadjusted at any time in written form with specific regulations.
**4. Remuneration of Authorization**
Sina Company agrees that the Authorizer shall be exempt from paying anyremuneration to Sina Company for authorized matters according to thisAgreement.
**5. Declaration and Guarantee**
5.1 The Parties of this Agreement hereby represents, undertakes and guaranteesto 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 anyrestriction in legal documents that binds.
5.2 This Agreement, once being signed, shall constitute to both parties legaland effective obligations that can be enforced according to the provisions ofthis Agreement.
**6. Liability for Breaching**
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6.1 Any Party’s direct or indirect violation of any provision of thisAgreement, or non-performance or unduly and non-sufficient performance of hisobligations under this Agreement shall constitute breach of this Agreement. Theparty that obeys this Agreement (“the observant party”) shall have the rightto, by written notification, require the party in breach to rectify hisnonperformance and take sufficient, effective and duly measures to eliminatethe results of breach, and compensate the observant party’s damage caused bysuch breach.
6.2 After such breach occurs, if the observant party reasonably and objectivelyfinds that such breach has resulted in impossibility or unfairness for it toperform obligations under this Agreement, the observant party shall be entitledto suspend performing its relevant obligations under this Agreement with noticein writing giving to the party in breach, till the party in breach ceasesnonperformance and takes sufficient, effective and duly measures to eliminatethe results of breach, and compensates the observant party’s damage caused bysuch breach.
6.3 The party in breach compensating the observant party’s damage shall includethe observant party’s direct economic loss, any anticipatable indirect loss andadditional fee caused by breach. Such addition fee shall include, but not limitto, attorney fee, litigation or arbitration fee, finance expenditure and travelexpense, and etc.
**7. Force Majeure**
7.1 “Force Majeure” shall mean any event out of the parties’ reasonablecontrol, non-foreseeable, or unavoidable even has been foreseen and such eventhinder, affect or delay any party’s performance of all or part of hisobligations 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 relevantobligations under this Agreement that are failed to be performed by the reasonof Force Majeure till the effect of Force Majeure is eliminated, and shall notbear any liability of breach of this Agreement. But such party shall exerthimself as much as possible to overcome such event and reduce its negativeeffects.
7.3 The suffering party from Force Majeure shall provide the other party withlegal certifications of such event issued by the notary office (or other properagency) of the area where the event occurs, which if fails, the other party mayrequest the suffering party to bear any liability for breach according to theprovisions of this Agreement.
**8**. **Effectiveness, Modification and Termination**
8.1 This Agreement shall enter into force from the date of signing and sealingby Parties and terminates when the term of authorization provided by thisAgreement expires.
8.2 Prior to the expiration of this Agreement, if the Authorizer transfers allits stocks of AAA to Sina Company or other party agreed upon by Sina Company inwritten form in advance, the Authorizer shall not be bound by any provisions ofthis Agreement from the date of completing stock transfer. But the Authorizershall notify the transferee in writing the existence of this Agreement duringthe transfer, and the transferee’s full consent to be bound by this Agreementshall be the precondition of transferring stock rights.
8.3 The Authorizer hereby irrevocably and permanently waives its right torescind this Agreement at any time.
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8.4 The Parties may modify and supplement this Agreement in written form withconsents from both. Such modification and supplement signed by and between theParties shall be part of this Agreement with equal legal effect to thisAgreement.
8.5 The Authorizer hereby agrees that Sina Company shall have the right toterminate this Agreement from time to time without any reason by writtennotification rendered 10 days ahead and shall not bear any liability forbreach.
8.6 Earlier termination of this Agreement shall not impose any effect upon theParties’ rights and obligations occurred already according to this Agreementprior to the date of such termination.
**9. Settlement of Dispute & Governing Law**
9.1 The Parties shall settle with good faith all disputes regarding tointerpretation and enforcement of any provisions of this Agreement byconsultation.
9.2 The disputes that are failed to be resolved by consultation shall bereferred to China International Economic and Trade Arbitration Committee forarbitration according to its existing arbitration rules. The place ofarbitration shall be in Beijing; and the language used in arbitration shall beChinese. The decision of arbitration shall be final and binding upon bothparties.
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 eachparty, both with equally legal effectiveness.
10.2 Titles and headlines contained in this Agreement are set for convenienceto its readers only andshall not impose any effect upon interpretation of any provisions of thisAgreement.
10.3 If any provision of this Agreement is entirely or partially invalid orunenforceable for the reason of violating laws or government regulations orother reasons, the affected part of such provision shall be deemed as deleted.But deleting the affected part of such provision shall not impose any effectupon the legal effect of other part of such provision and other provisions ofthis Agreement. The Parties shall negotiate and conclude new provision toreplace such invalid or unenforceable provision.
10.4 Unless otherwise stipulated, non-exercise or deferred exercise by eitherparty of any rights, authority or privilege under this Agreement shall not bedeemed as waiver of such rights, authority or privilege. And independent orpartial exercise of any rights, authority or privilege shall not exclude theexercise of other rights, authority or privilege as well.
10.5 This Agreement constitutes the entire agreement concluded by the Partiesregarding to the subject matters of cooperation program, and shall replace anyprevious or present, verbal or written agreements concluded by the Partiesregarding to the subject matters of cooperation program. If the Parties’previous promises or previous agreements signed by the Parties regarding to anymatters under this Agreement do not comply with the provisions of thisAgreement, this Agreement shall prevail.
10.6 The Parties shall additionally negotiate and confirm any issues notcovered by this agreement.
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   **Employee** **Beijing Sina Information Technology Co., Ltd****Signature:_______________** **Authorized Representative:__________________**
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