eHi Car Services Ltd (Form: F-1, Received: 10/03/2014 14:59:51)

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

As filed with the Securities and Exchange Commission on October 3, 2014

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM F-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

eHi Car Services Limited
(Exact name of Registrant as Specified in Its Charter)


Not Applicable (Translation of Registrant's Name into English)
Cayman Islands (State or Other Jurisdiction of Incorporation or Organization)	7510 (Primary Standard Industrial Classification Code Number)	Not Applicable (I.R.S. Employer Identification Number)

Unit 12/F, Building No. 5, Guosheng Center
388 Daduhe Road, Shanghai, 200062
People's Republic of China
(8621) 6468-7000

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Law Debenture Corporate Services Inc.
400 Madison Avenue, 4th Floor
New York, New York 10017
(212) 750-6474

(Name, address, including zip code, and telephone number, including area code, of agent for service)


*Copies to:*
Portia Ku Ke Geng O'Melveny & Myers LLP 37/F Plaza 66, 1266 Nanjing Road W Shanghai, 200040 People's Republic of China (8621) 2307-7000		Alan Seem Shuang Zhao Shearman & Sterling LLP c/o 12/F, Gloucester Tower, The Landmark 15 Queen's Road Central Hong Kong (852) 2978-8000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earliest effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Proposed maximum aggregate offering price ⁽²⁾⁽³⁾	Amount of registration fee




Class A common shares, par value US$0.001 per share ⁽¹⁾	US$100,000,000	US$11,620

(1): American depositary shares issuable upon deposit of the Class A common shares registered hereby have been registered under a separate registration statement on Form F-6 (Registration No.333- ). Each American depositary share represents Class A common shares.
(2): Includes (i) Class A common shares represented by American depositary shares initially offered and sold outside the United States that may be resold from time to time in the United States either as part of their distribution or within 40 days after the later of the effective date of this registration statement and the date the shares are first bona fide offered to the public and (ii) Class A common shares represented by American depositary shares that may be purchased by the underwriters pursuant to an option to purchase additional Class A common shares represented by American depositary shares. These Class A common shares are not being registered for the purposes of sales outside of the United States.
(3): Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We and the [selling shareholders] may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we and the [selling shareholders] are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion

Preliminary Prospectus Dated , 2014

American Depositary Shares

eHi Car Services Limited

Representing Class A Common Shares

This is an initial public offering of American depositary shares, or ADSs, of eHi Car Services Limited. We are offering ADSs, and [the selling shareholders identified in this prospectus] are offering an additional ADSs. Each ADS represents Class A common shares, par value US$0.001 per share. [We will not receive any proceeds from the ADSs sold by the selling shareholders.]

Prior to this offering, there has been no public market for our ADSs or our Class A common shares. We anticipate the initial public offering price per ADS will be between US$ and US$ . We have applied to have the ADSs listed on the New York Stock Exchange, or the NYSE, under the symbol "EHIC."

We are an "emerging growth company" under applicable U.S. federal securities laws and are eligible for reduced public company reporting requirements.

Investing in our ADSs involves a high degree of risk. For a description of the risks that you should consider before buying the ADSs, see "Risk Factors" beginning on page 18.

	Per ADS	Total

Initial public offering price	US$	US$
Underwriting discounts and commissions	US$	US$
Proceeds, before expenses, to us	US$	US$


[Proceeds, before expenses, to the selling shareholders]	US$	US$

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters have an option to purchase up to additional ADSs from [us and the selling shareholders], at the initial public offering price less underwriting discounts and commissions within 30 days from the date of this prospectus.

Our common shares will be divided into Class A common shares and Class B common shares immediately prior to the completion of this offering. Holders of Class A common shares and Class B common shares have the same rights except for voting and conversion rights. Each Class A common share is entitled to one vote, and each Class B common share is entitled to ten votes and is convertible into one Class A common share at any time. Class A common shares are not convertible into Class B common shares under any circumstances. Upon completion of this offering, our existing shareholders will beneficially own an aggregate of Class B common shares, which will represent % of our total issued and outstanding shares and % of the then total voting power.

The underwriters expect to deliver the ADSs against payment in U.S. dollars in New York, New York on or about , 2014.


J.P. Morgan		Goldman Sachs (Asia) L.L.C.		Deutsche Bank Securities

The date of this prospectus is , 2014.

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Prospectus Summary		1
Risk Factors		18
Special Note Regarding Forward-Looking Statements		56
Use of Proceeds		57
Dividend Policy		58
Capitalization		59
Dilution		61
Exchange Rate Information		63
Enforceability of Civil Liabilities		64
Our Corporate History and Structure		66
Selected Consolidated Financial and Operating Data		69
Management's Discussion and Analysis of Financial Condition and Results of Operations		74
Industry		108
Business		122
Regulations		141
Management		155
Principal [and Selling] Shareholders		166
Related Party Transactions		170
Description of Share Capital		177
Description of American Depositary Shares		189
Shares Eligible for Future Sale		202
Taxation		205
Underwriting		212
Expenses Relating to This Offering		218
Legal Matters		219
Experts		220
Where You Can Find Additional Information		221
Index to Financial Statements		F-1

You should rely only on the information contained in this prospectus or in any free-writing prospectus filed with the Securities and Exchange Commission, or the SEC, in connection with this offering. We have not authorized anyone to provide you with information that is different from that contained in this prospectus or in any free writing prospectus. We are offering to sell, and seeking offers to buy, the ADSs only in jurisdictions where offers and sales are permitted. The information contained in this prospectus or in any free writing prospectus is accurate only as of its date, regardless of the time of delivery of this prospectus or of any sale of the ADSs.

We have not taken any action to permit a public offering of the ADSs outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of the ADSs and the distribution of this prospectus outside the United States.

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PROSPECTUS SUMMARY

This summary highlights selected information contained in greater detail elsewhere in this prospectus. This summary may not contain all of the information that you should consider before investing in our ADSs. You should carefully read the entire prospectus, including "Risk Factors" and the financial statements and related notes appearing elsewhere in this prospectus, before making an investment decision. In addition, we commissioned Frost & Sullivan, a third-party market research firm, to prepare a report for the purpose of providing various industry and other information and illustrating our position in the car rental and car service industry in China. Information from the report prepared by Frost & Sullivan, or the Frost & Sullivan Report, appears in "Prospectus Summary," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Industry," "Business" and other sections of this prospectus. We have taken such care as we consider reasonable in the production and extraction of information from the Frost & Sullivan Report and other third-party sources.

Overview

We are the No. 1 car services provider and No. 2 car rentals provider in China in terms of market share by revenues in 2013, according to Frost & Sullivan. The top three players in China's car rental and car service industry, including us, in aggregate accounted for 10.7% of the market share by revenues in 2013, according to Frost & Sullivan. We believe such high market fragmentation presents a strong potential for our future growth and industry consolidation.

Since our establishment, we have focused on investing in our infrastructure and technology, which enables us to benefit from increasing economies of scale. We believe that our broad geographic coverage, efficient fleet management, leading brand name, complementing business model and innovative services differentiate ourselves from major competitors and build a solid foundation for our long-term success, as demonstrated by the following:

•: As of June 30, 2014, we had the broadest geographical coverage among all car rentals and car services providers in China as measured by the number of cities in which services are provided directly, according to Frost & Sullivan. We operate all our 760 service locations in 90 cities across China directly to ensure consistent and high-quality services.
•: From January 1, 2012 to June 30, 2014, our fleet size increased from 7,717 to 15,409, while we generally maintained a car rental fleet utilization rate of over 70% during the same period. According to Frost & Sullivan, we had the highest fleet utilization rate among the top five car rental companies in China in 2013.
•: Our "eHi" brand is one of the most-recognized brands in China's car rental and car service industry, according to Frost & Sullivan. As of June 30, 2014, we had over 550,000 registered members and over 32,000 corporate clients that used our car rentals and car services, respectively.
•: We provide one-stop comprehensive services to both individual customers and corporate clients. This business model, together with our leading positions in both China's car service market and car rental market, enables us to cross-sell to different target customers and capture complementary and evolving market opportunities.
•: We utilize mobile and Internet platforms to provide online to offline, or O2O, mobility solutions. We believe we were the first car rental service provider in China to introduce dedicated mobile applications for our customers to make reservations. In the six months ended June 30, 2014, 52.8% and 30.0% of our car rental services were derived from reservations made through our website and mobile applications, respectively.

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Our one-stop comprehensive services include the following:

•: Car rentals. We provide self-drive car rental services to both individual customers and corporate clients to meet their travel, leisure, business and ground transportation needs. Our short-term car rentals have a term of less than one year and are primarily provided to individual customers on a daily, weekly or monthly basis. Our long-term car rentals have a term of one year or longer and are primarily provided to corporate clients. As of June 30, 2014, our car rental fleet included 14,260 vehicles of over 200 models primarily from major automobile manufacturers. In 2013, we derived approximately 66.6% of our net revenues from car rentals.
•: Car services. We provide chauffeured car services primarily to corporate clients, which consist of corporations of all sizes and government agencies. Our corporate clients include a majority of Fortune 500 companies in China. Our car services include routine services such as airport pickup and drop-off, inter-office transfers and other business transportation needs, as well as event-driven activities such as conventions, promotional tours and special events. We generally enter into long-term framework agreements with our corporate clients pursuant to which our vehicles and chauffeur services are provided by different subsidiaries under separate contracts. With over 1,000 vehicles and drivers as of June 30, 2014, our car services were offered in 57 major cities across China with a focus on first-tier cities including Beijing, Shanghai, Guangzhou and Shenzhen. In 2013, we derived approximately 33.4% of our net revenues from car services.

We are the exclusive strategic partner of Enterprise in China. As the largest car rental company in the world with around 1.4 million vehicles in operation, Enterprise shares its operational experience and industry expertise with us. We are also the designated and preferred business partner of Ctrip, a leading player in the online travel agency business and a well-known travel brand in China. Ctrip has integrated access to our online reservation system on its website since May 2012 and in its mobile applications since June 2014.

Our total net revenues increased from RMB450.1 million in 2012 to RMB566.4 million (US$91.3 million) in 2013, representing a growth rate of 25.8%. Our total net revenues increased from RMB260.7 million for the six months ended June 30, 2013 to RMB384.5 million (US$62.0 million) for the six months ended June 30, 2014, representing a growth rate of 47.5%. We incurred net losses of RMB175.7 million, RMB152.2 million (US$24.5 million) and RMB20.7 million (US$3.3 million) in 2012, 2013 and the six months ended June 30, 2014, respectively. Our non-GAAP adjusted EBITDA, defined as net income or loss before depreciation and amortization, share-based compensation, interest expenses, interest income and provision for income taxes, was RMB68.9 million, RMB102.1 million (US$16.5 million) and RMB133.0 million (US$21.4 million) in 2012 and 2013 and the six months ended June 30, 2014, respectively. For a reconciliation of our non-GAAP adjusted EBITDA to net loss, the nearest U.S. GAAP measure, see "—Summary Consolidated Financial and Operating Data—Non-GAAP financial measure."

Our industry

China's car rental and car service industry is still at an early stage of development and has experienced rapid growth in recent years.

Car rental market. Car rentals refer to rental of a vehicle driven by the customer for a specified period of time. The car rental market primarily consists of two types of service offerings: (i) short-term car rentals, which have a term of less than one year and are primarily targeting individual customers, and (ii) long-term car rentals, which have a term of one year or longer and are primarily targeting corporate clients. According to Frost & Sullivan, China's car rental market as measured by revenues grew from RMB9.4 billion in 2009 to RMB26.7 billion in 2013, representing a compounded annual growth rate, or CAGR, of 29.8%, and is projected to grow to RMB51.0 billion by 2017, representing a projected CAGR of 17.6% from 2013 to 2017.

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Car service market. Car services refer to rental of a vehicle accompanied by a driver for a specified period of time, which primarily target corporate clients. According to Frost & Sullivan, China's car service market as measured by revenues grew from RMB1.3 billion in 2009 to RMB3.0 billion in 2013, representing a CAGR of 23.3%, and is projected to grow to RMB5.2 billion by 2017, representing a projected CAGR of 14.8% from 2013 to 2017.

China's car rental and car service industry today is characterized by relatively low penetration rate and high level of market fragmentation. According to Frost & Sullivan, in 2013, the car rental and car service penetration rate in China was 0.4% in 2013, which was significantly lower than that in the United States (1.7%), Japan (2.6%) and Korea (2.5%). Car rental and car service penetration rate is calculated by dividing the aggregate number of rental and service vehicles by the aggregate number of passenger vehicles in the relevant country or region. In addition, in 2013, the top three players in China's car rental and car service industry, including us, in aggregate accounted for 10.7% of the market share as measured by revenues, while the market share of the top three players reached 95.4% in the United States, 32.4% in Japan and 48.1% in Korea, respectively, according to Frost & Sullivan. We believe the relatively low penetration rate and high market fragmentation in China indicate a strong potential for future growth and consolidation in China's car rental and car service industry.

Competition in the car rental and car service industry is primarily based on, among other things, brand recognition, network coverage, rental price, quality and convenience of services, ability to provide tailored services, operating efficiency and variety of service offerings.

Driven by the continued growth of economy and increasing car usage for travel, leisure, business and ground transportation needs, the market demand for car rentals and car services is expected to maintain a stable growth from 2014 to 2017.

Our competitive strengths

We believe that the following competitive strengths have contributed to our rapid growth and our market-leading position:

•: leadership in China's fast growing car rentals and car services industry with one-stop comprehensive service offerings;
•: innovation and technology driving business excellence;
•: efficient fleet management;
•: strong brand recognition focusing on customer experience;
•: strategic partnerships with leading global travel service providers; and
•: experienced management team.

Our strategies

Our mission is to provide comprehensive mobility solutions as an alternative to car ownership by best utilizing existing resources and sharing economy to create optimal value. We are pursuing the following strategies to achieve this mission:

•: continue to leverage the strengths of our one-stop comprehensive services business model to capture opportunities in the continually evolving markets;
•: further increase network penetration in existing markets and expand geographically in selected markets;
•: retain and grow our customer base and attract more premium customers through targeted marketing as well as tailored service offerings; and

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•: continue to identify strategic partnership opportunities.

Our challenges

Our ability to achieve our goal and execute our strategies is subject to risks and uncertainties, including:

•: our ability to achieve and sustain profitability;
•: our heavy reliance on proprietary technology platform;
•: our ability to compete successfully against current and future competitors;
•: our ability to sustain our growth rates and manage our expansion plan;
•: our ability to dispose used vehicles at desirable prices or timing or through appropriate channels;
•: our ability to raise sufficient capital to fund and expand our operations at a reasonable cost;
•: various government policies on automobile control and purchase restrictions in certain Chinese cities;
•: our ability to enhance our brand recogonition and maintain a high level of customer satisfaction;
•: our ability to control the losses resulting from customer violation of traffic rules; and
•: our ability to obtain all of the requisite permits, licenses or making all of the requisite filings or registrations or meeting other regulatory requirements for operating car rentals and car services business in China.

Please see "Risk Factors" and other information included in this prospectus for a discussion of these and other risks and uncertainties that we face.

Our corporate history and structure

We commenced our business in 2006, which was initially focused on providing car services to premium corporate clients. In 2008, we began to provide car rentals to individual customers. Our company, eHi Car Services Limited (previously known as Prudent Choice International Limited or eHi Auto Services Limited), was incorporated in the Cayman Islands on August 3, 2007. eHi Car Services Limited is a holding company. Currently we operate our car rentals business primarily through our PRC subsidiaries Shanghai eHi Car Rental Co., Ltd., or eHi Rental, and eHi Auto Services (Jiangsu) Co., Ltd., or eHi Jiangsu, and their subsidiaries and branches.

For our car services business, we provide vehicles and chauffeur services through different subsidiaries under separate contracts. We provide vehicles through eHi Rental and eHi Jiangsu as well as their subsidiaries and branches, and provide chauffeur services through our PRC subsidiary Shanghai Smart Brand Auto Driving Services Co., Ltd., or Shanghai Smart Brand, and its subsidiaries and branches. Our current operations are not subject to the ICP license requirements. To further expand our Internet and mobile services, we entered into a series of contractual arrangements in March 2014 with our PRC incorporated variable interest entity Shanghai eHi Information Technology Service Co., Ltd., or eHi Information, and its shareholders. eHi Information is currently in the process of applying for the ICP license from the relevant telecommunication authorities. eHi Information currently does not have any operation and we do not expect eHi Information to contribute a material portion of our net revenues and operations in the foreseeable future.

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The following diagram illustrates our anticipated shareholding, voting and principal corporate structure immediately after the completion of this offering, assuming the underwriters do not exercise their option to purchase additional ADSs:

(1): Consists of Class B common shares.
(2): Consists of Class A common shares.
(3): eHi Information is a variable interest entity incorporated in China and is 50% owned by Mr. Hongtao Han and 50% owned by Mr. Chun Xie. We effectively control eHi Information through contractual arrangements.

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Implications of being an emerging growth company

As a company with less than $1.0 billion in revenue for our last fiscal year, we qualify as an "emerging growth company" pursuant to the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of specified reduced reporting and other requirements that are otherwise applicable generally to public companies. These provisions include exemption from the auditor attestation requirement under Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404, in the assessment of the emerging growth company's internal control over financial reporting. As an emerging growth company, we intend to rely on the exemption from auditor attestation requirement under Section 404. The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. We have elected to "opt out" of this provision and, as a result, we will comply with new or revised accounting standards as required when they are adopted for public companies. This decision to opt out of the extended transition period under the JOBS Act is irrevocable. See "Risk Factors—Risks related to our business and industry—We are an 'emerging growth company' within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements" and "—We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an `emerging growth company.' "

We will remain an emerging growth company until the earliest of (a) the last day of our fiscal year during which we have total annual gross revenues of at least $1.0 billion; (b) the last day of our fiscal year following the fifth anniversary of the completion of this offering; (c) the date on which we have, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; or (d) the date on which we are deemed to be a "large accelerated filer" under the Securities Exchange Act of 1934, as amended, or the Exchange Act, which would occur if the market value of our ADSs that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter. Once we cease to be an emerging growth company, we will not be entitled to the exemptions provided in the JOBS Act discussed above.

Corporate information

Our principal executive offices are located at Unit 12/F, Building No.5, Guosheng Center, 388 Daduhe Road, Shanghai, 200062, the People's Republic of China. Our telephone number at this address is +86-21-6468-7000. Our agent for service of process in the United States is Law Debenture Corporate Services Inc. located at 400 Madison Avenue, 4th Floor, New York, New York 10017.

Investors should contact us for any inquiries through the address or telephone number of our principal executive offices. Our principal website is www.1hai.cn . The information contained on our website is not a part of this prospectus.

Conventions which apply to this prospectus

Except where the context otherwise requires and for purposes of this prospectus only:

•: "ADSs" refer to our American depositary shares, each of which represents Class A common shares, and "ADRs" refer to American depositary receipts, which, if issued, evidence our ADSs;
•: "Avis" refers to Avis Rent a Car System, LLC;
•: "Avis China" refers to Avis' affiliates in China;
•: "CDH" refers to CDH Car Rental Service Limited;

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•: "China" or the "PRC" refers to the People's Republic of China, excluding, for the purpose of this prospectus only, Taiwan, Hong Kong and Macau;
•: "China Auto Rental" refers to China Auto Rental Inc.;
•: "Crawford" refers to The Crawford Group, Inc., the parent company of Enterprise Holdings;
•: "Ctrip" refers to Ctrip Investment Holding Ltd. and its affiliates;
•: "Dazhong" refers to Dazhong Transportation (Group) Co., Ltd.;
•: "eHi Hong Kong" refers to eHi Auto Services (Hong Kong) Holding Limited;
•: "eHi Information" refers to Shanghai eHi Information Technology Service Co., Ltd.;
•: "eHi Jiangsu" refers to eHi Auto Services (Jiangsu) Co., Ltd.;
•: "eHi Rental" refers to Shanghai eHi Car Rental Co., Ltd.;
•: "Elite Plus" refers to Elite Plus Developments Limited;
•: "Enterprise" refers to Enterprise Holdings and Enterprise China, collectively;
•: "Enterprise China" refers to Enterprise Holdings (China) LLC, an affiliate of Enterprise Holdings;
•: "Enterprise Holdings" refers to Enterprise Holdings Inc.;
•: "Frost & Sullivan" refers to Frost & Sullivan (Beijing) Inc., Shanghai Branch Co., a third-party market research company that we commissioned to provide information on the industry in which we operate;
•: "GS Group" refers to GS Car Rental HK Limited and GS Car Rental HK Parallel Limited, collectively;
•: "Hertz" refers to The Hertz Corporation;
•: "Ignition Group" refers to Ignition Growth Capital I, L.P. and Ignition Growth Capital Managing Directors Fund I, LLC, collectively;
•: "JAFCO" refers to JAFCO Asia Technology Fund IV;
•: "L&L" refers to L&L Financial Leasing Holding Limited;
•: "New Access" refers to New Access Investments Group Limited and New Access Capital International Limited, collectively;
•: "Qiangsheng" refers to Shanghai Qiangsheng Holding Co., Ltd.;
•: "Qiming Group" refers to Qiming Venture Partners II, L.P., Qiming Venture Partners II-C, L.P. and Qiming Managing Directors Fund II, L.P., collectively;
•: "period-end fleet size" refers to the number of vehicles in our fleet as of the last day of any given period. The period-end fleet sizes of our car rentals or car services were determined based on last orders assigned to our vehicles at the end of any given period;
•: "preferred shares" refer to our Class A and Series A, B, C, D and E convertible redeemable preferred shares, par value US$0.001 per share;
•: "RMB" or "Renminbi" refers to the legal currency of China, and "$," "dollars," "US$" or "U.S. dollars" refers to the legal currency of the United States;
•: "registered members" refer to individuals who have registered accounts with us;

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•: "Shanghai Smart Brand" refers to Shanghai Smart Brand Auto Driving Services Co., Ltd.;
•: "Shanghai Taihao" refers to Shanghai Taihao Financial Leasing Co., Ltd.;
•: "shares" or "common shares" refer to our Class A and Class B common shares, par value US$0.001 per share;
•: "Shouqi" refers to Shouqi Car Rental Co., Ltd.;
•: "Shuzhi" refers to Shuzhi Information Technology (Shanghai) Co., Ltd.;
•: "we," "us," "our company," "our" and "eHi" refer to eHi Car Services Limited, its predecessor entities, subsidiaries and variable interest entity; and
•: "Yongda" refers to China Yongda Automobiles Services Holdings Limited.

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THE OFFERING

The following information assumes that the underwriters will not exercise their option to purchase additional ADSs in the offering, unless otherwise indicated:


Price per ADS		We currently estimate that the initial public offering price will be between US$ and US$ per ADS.
ADSs offered:
By us		ADSs
[By the selling shareholders ]		ADSs
ADSs outstanding immediately after this offering		ADSs
Concurrent private placement		Concurrently with, and subject to, the completion of this offering, Dongfeng Asset Management Co. Ltd., or Dongfeng Asset Management, and Kunyu Capital Ltd., or Kunyu Capital, have each agreed to purchase from us US$ million and US$ million, respectively, in Class A common shares at a price per share equal to the initial public offering price adjusted to reflect the ADS-to-common-share ratio (the "concurrent private placement"). Assuming an initial offering price of US$ per ADS, the mid-point of the estimated range of the initial public offering price shown on the front cover page of this prospectus, Dongfeng Asset Management and Kunyu Capital will purchase and Class A common shares from us, respectively. Our proposed issuance and sale of Class A common shares to these investors are being made through private placement pursuant to an exemption from registration with the U.S. Securities and Exchange Commission, or the SEC, under Regulation S of the Securities Act. Each of these investors has agreed with the underwriters not to, directly or indirectly, sell, transfer or dispose of any Class A common shares acquired in the concurrent private placement for a period of 180 days after the date of this prospectus, subject to certain exceptions. See "Underwriting."

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Common shares outstanding immediately after this offering		We will adopt a dual-class voting structure immediately prior to the completion of this offering. common shares, par value US$0.001 per share, comprised of Class A common shares, including a total of Class A common shares we will issue and sell in the concurrent private placement at an assumed initial public offering price of US$ per ADS, the mid-point of the estimated range of the initial public offering price shown on the front cover page of this prospectus, and Class B common shares will be issued and outstanding immediately upon completion of this offering. Class B common shares issued and outstanding immediately after the completion of this offering will represent % of our total issued and outstanding shares and % of the then total voting power.
The ADSs		Each ADS represents Class A common shares.
		The depositary will be the holder of the Class A common shares underlying the ADSs and you will have rights as an ADS holder as provided in the deposit agreement.
		We do not expect to pay dividends in the foreseeable future. If, however, we declare dividends on our common shares, the depositary will pay you the cash dividends and other distributions it receives on our Class A common shares, after deducting its fees and expenses.
		You may surrender your ADSs to the depositary to withdraw Class A common shares underlying your ADSs. The depositary will charge you a fee for such an exchange.
		We may amend or terminate the deposit agreement for any reason without your consent. If an amendment becomes effective, you will be bound by the deposit agreement as amended if you continue to hold your ADSs.
		To better understand the terms of the ADSs, you should carefully read the section in this prospectus entitled "Description of American Depositary Shares". You should also read the deposit agreement, which is filed as an exhibit to the registration statement that includes this prospectus.

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Common Shares		Our common shares will be divided into Class A common shares and Class B common shares immediately prior to the completion of this offering. Holders of Class A common shares and Class B common shares will have the same rights except for voting and conversion rights. In respect of matters requiring a shareholder vote, each Class A common share will be entitled to one vote, and each Class B common share will be entitled to ten votes. Certain matters including those related to the change of control of our company require an additional approval by the holders of a majority of Class A common shares voting as a separate class. Each Class B common share is convertible into one Class A common share at any time by the holder thereof. Class A common shares are not convertible into Class B common shares under any circumstances. Class B common shares will be automatically converted into the same number of Class A common shares under certain circumstances, including any transfer of Class B common shares by a holder thereof to any person or entity which is not an affiliate of such holder. For a description of Class A common shares and Class B common shares, see "Description of Share Capital."
Option to purchase additional ADSs		[We and the selling shareholders] have granted the underwriters an option, exercisable within 30 days from the date of this prospectus, to purchase up to an additional ADSs.
Use of proceeds		We intend to use the net proceeds from this offering and the concurrent private placement to expand our fleet and service network, and for general corporate purposes, including working capital and funding potential acquisition of complementary businesses, although we are not currently negotiating any such transactions. See "Use of Proceeds" for more information.
		[We will not receive any of the proceeds from the sale of ADSs by the selling shareholders.]
NYSE symbol		We have applied to have the ADSs listed on the NYSE under the symbol EHIC. Our ADSs and common shares will not be listed on any other stock exchange or traded on any automated quotation system.
Depositary		JPMorgan Chase Bank, N.A.
Directed share program		At our request, the underwriters have reserved for sale, at the initial public offering price, up to ADSs offered by this prospectus to our directors, officers, employees, business associates and related persons.
Risk factors		See "Risk Factors" and other information included in this prospectus for a discussion of risks you should carefully consider before investing in the ADSs.

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Lock-up		We, our directors and executive officers and all of our existing shareholders, the holder of warrants, certain option holder, as well as Dongfeng Asset Management and Kunyu Capital, the investors in the concurrent private placement, have agreed with the underwriters not to sell, transfer or dispose of any ADSs, common shares or similar securities for a period of 180 days after the date of this prospectus. See "Shares Eligible for Future Sale" and "Underwriting" for more information.
		[In addition, we will instruct JPMorgan Chase Bank, N.A., as the depositary, not to accept any deposit of any Class A common shares or issue any ADSs for 180 days after the date of this prospectus. The foregoing does not affect the right of ADS holders to cancel their ADSs and withdraw the underlying Class A common shares.]

The number of common shares issued and outstanding immediately after this offering is expected to be , which:

•: includes 84,545,911 Class B common shares, assuming the re-designation of 6,546,842 common shares (including 450,000 issued but not fully vested restricted shares pursuant to the 2010 Performance Incentive Plan, or the 2010 Plan) into 6,546,842 Class B common shares immediately upon completion of this offering, and the conversion and re-designation of 77,999,069 preferred shares into an aggregate of 77,999,069 Class B common shares on a one-for-one basis immediately upon completion of this offering;
•: excludes 1,500,000 Class B common shares issuable upon the exercise of warrants outstanding as of the date of this prospectus;
•: excludes 5,143,150 Class B common shares issuable upon the exercise of options granted under the 2010 Plan outstanding as of the date of this prospectus and 377,000 Class B common shares issuable upon the exercise of share options granted to Series A and Series B preferred shareholders outstanding as of the date of this prospectus;
•: excludes 1,105,320 Class B common shares reserved for future issuances under the 2010 Plan; and
•: excludes 4,000,000 Class A common shares reserved for future issuances under the 2014 Performance Incentive Plan, or the 2014 Plan, which will be conditional on and effective upon completion of this offering.

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SUMMARY CONSOLIDATED FINANCIAL AND OPERATING DATA

The following summary consolidated statements of comprehensive loss data for the years ended December 31, 2012 and 2013 and the summary consolidated balance sheets data as of December 31, 2012 and 2013 have been derived from our audited consolidated financial statements included elsewhere in this prospectus.

The following summary consolidated statements of comprehensive loss data for the six months ended June 30, 2013 and 2014 and the summary consolidated balance sheets data as of June 30, 2014 have been derived from our unaudited interim condensed consolidated financial statements included elsewhere in this prospectus. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and include all adjustments, consisting only of normal and recurring adjustments, that we consider necessary for a fair statement of our financial position and operating results for the period presented.

Our consolidated financial statements are prepared and presented in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. Our historical results do not necessarily indicate our results expected for any future periods. Our summary consolidated financial data also includes certain non-GAAP financial measures, which are not required by, or presented in accordance with, U.S. GAAP, but are included because we believe they are indicative of our operating performance and are used by investors and analysts to evaluate companies in our industry. The following summary consolidated financial data should be read in conjunction with, and are qualified in their entirety by reference to, our consolidated financial statements and the related notes, and

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"Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus.

	For the Year Ended December 31,															For the Six Months Ended June 30,

	2012						2013									2013						2014
	RMB			% of Net Revenues			RMB			US$			% of Net Revenues			RMB			% of Net Revenues			RMB			US$			% of Net Revenues
	(in thousands, except percentages, share and per share data)
Summary consolidated statements of comprehensive loss data
Net revenues		450,085			100.0	%		566,394			91,301			100.0	%		260,656			100.0	%		384,538			61,986			100.0	%
Vehicle operating expenses ⁽¹⁾		(432,448	)		(96.1	)		(526,446	)		(84,861	)		(92.9	)		(237,915	)		(91.3	)		(316,013	)		(50,940	)		(82.2	)
Selling and marketing expenses ⁽¹⁾		(38,209	)		(8.5	)		(40,439	)		(6,519	)		(7.1	)		(18,140	)		(7.0	)		(16,027	)		(2,583	)		(4.2	)
General and administrative expenses ⁽¹⁾		(94,431	)		(21.0	)		(112,416	)		(18,121	)		(19.8	)		(56,116	)		(21.5	)		(55,963	)		(9,021	)		(14.6	)
Other operating income		11,041			2.5			13,549			2,184			2.3			1,894			0.7			12,682			2,044			3.3


Total operating expenses		(554,047	)		(123.1	)		(665,752	)		(107,317	)		(117.5	)		(310,277	)		(119.1	)		(375,321	)		(60,500	)		(97.7	)


Profit/(Loss) from operations		(103,962	)		(23.1	)		(99,358	)		(16,016	)		(17.5	)		(49,621	)		(19.1	)		9,217			1,486			2.3


Interest income		1,146			0.3			360			58			0.1			201			0.1			2,832			456			0.7
Interest expense		(66,636	)		(14.8	)		(50,880	)		(8,202	)		(9.0	)		(34,535	)		(13.2	)		(30,954	)		(4,989	)		(8.0	)
Other income (expenses), net		(1,046	)		(0.3	)		(1,108	)		(178	)		(0.3	)		(380	)		(0.1	)		(397	)		(64	)		(0.1	)


Loss before income taxes		(170,498	)		(37.9	)		(150,986	)		(24,338	)		(26.7	)		(84,335	)		(32.3	)		(19,302	)		(3,111	)		(5.1	)


Provision for income taxes		(5,212	)		(1.1	)		(1,228	)		(198	)		(0.2	)		(695	)		(0.3	)		(1,384	)		(223	)		(0.4	)
Net loss		(175,710	)		(39.0	)		(152,214	)		(24,536	)		(26.9	)		(85,030	)		(32.6	)		(20,686	)		(3,334	)		(5.5	)
Accretion on convertible redeemable preferred shares to redemption value		(155,053	)		(34.5	)		(191,135	)		(30,810	)		(33.7	)		(94,064	)		(36.1	)		(135,753	)		(21,883	)		(35.3	)
Deemed contribution from preferred shareholders at extinguishment of convertible bonds		—			—			16,751			2,700			3.0			—			—			—			—			—
Deemed dividends to preferred shareholders at extinguishment of convertible bonds and promissory note		—			—			(44,164	)		(7,119	)		(7.8	)		—			—			—			—			—
Modification of warrants		—			—			(1,021	)		(165	)		(0.2	)		—			—			—			—			—


Net loss attributable to common shareholders		(330,763	)		(73.5	)		(371,783	)		(59,930	)		(65.6	)		(179,094	)		(68.7	)		(156,439	)		(25,217	)		(40.8	)




Weighted average number of common shares used in computing net loss per share—basic and diluted		6,096,842						6,096,842			6,096,842						6,096,842						6,096,842			6,096,842
Net loss per common share attributable to common shareholders—basic and diluted		(54.25	)					(60.98	)		(9.83	)					(29.37	)					(25.66	)		(4.14	)
Adjusted EBITDA ⁽²⁾		68,882			15.3			102,061			16,452			18.0			45,688			17.5			133,030			21,444			34.6

(1): Include share-based compensation charges of RMB6.7 million and RMB6.2 million (US$1.0 million) in 2012 and 2013, respectively, and RMB3.3 million and RMB2.3 million (US$0.4 million) in the six months ended June 30, 2013 and 2014, respectively, allocated as follows:

	For the Year Ended December 31,						For the Six Months Ended June 30,

	2012		2013				2013		2014
	RMB		RMB		US$		RMB		RMB		US$
	(in thousands)
Vehicle operating expenses		81		29		5		7		7		1
Selling and marketing expense		35		9		1		58		51		8
General and administrative expenses		6,567		6,168		994		3,218		2,203		356


Total share-based compensation expense		6,683		6,206		1,000		3,283		2,261		365

(2): See "—Non-GAAP financial measure".

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	As of December 31,									As of June 30,

	2012			2013						2014
	RMB			RMB			US$			RMB			US$			RMB		US$		RMB	US$
																Pro forma ⁽¹⁾				Pro forma as adjusted ⁽²⁾
	(in thousands)
Summary consolidated balance sheets data
Cash and cash equivalents		133,453			630,733			101,672			318,083			51,274			318,083		51,274
Total current assets		239,192			803,742			129,561			623,297			100,473			623,297		100,473
Cost method investment		—			—			—			153,820			24,795			153,820		24,795
Property and equipment, net		844,380			1,062,331			171,244			1,412,713			227,725			1,412,713		227,725
Vehicle purchase deposits		—			119,173			19,210			193,352			31,168			193,352		31,168
Total assets		1,116,659			2,026,422			326,652			2,435,023			392,518			2,435,023		392,518
Short-term borrowings		171,823			219,640			35,405			346,446			55,846			346,446		55,846
Total current liabilities		531,773			333,475			53,755			441,591			71,183			441,591		71,183
Long-term borrowings		6,483			375,726			60,566			540,216			87,081			540,216		87,081
Total liabilities		543,506			709,552			114,377			981,842			158,270			981,842		158,270
Total mezzanine equity		1,169,640			2,273,521			366,484			2,563,271			413,191			—		—
Total shareholders' equity (deficits)		(596,487	)		(956,651	)		(154,209	)		(1,110,090	)		(178,943	)		1,453,181		234,248

(1): The pro forma balance sheet information as of June 30, 2014 assumes the automatic conversion and re-designation of all of our issued and outstanding preferred shares as of June 30, 2014 into 77,999,069 Class B common shares immediately prior to the completion of this offering.
(2): The pro forma as adjusted balance sheet information as of June 30, 2014 assumes (i) the automatic conversion and re-designation of all of our issued and outstanding preferred shares as of June 30, 2014 into 77,999,069 Class B common shares immediately prior to the completion of this offering; and (ii) the net proceeds we will receive in this offering and the concurrent private placement.

Non-GAAP financial measure

To supplement our consolidated financial statements which are presented in accordance with U.S. GAAP, we use adjusted EBITDA as a non-GAAP financial measure. Adjusted EBITDA represents net income or loss before depreciation and amortization, share-based compensation, interest expenses, interest income and provision for income taxes. We present adjusted EBITDA because it is used by our management to evaluate our operating and financial performance. We also believe that adjusted EBITDA provides useful information to investors and others in understanding and evaluating our consolidated results of operations in the same manner as our management and in comparing financial results across accounting periods.

The following table reconciles our adjusted EBITDA in 2012 and 2013, and for the six months ended June 30, 2013 and 2014, to the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP, which is net loss:

	For the Year Ended December 31,									For the Six Months Ended June 30,

	2012			2013						2013			2014
	RMB			RMB			US$			RMB			RMB			US$
	(in thousands)
Net loss		(175,710	)		(152,214	)		(24,536	)		(85,030	)		(20,686	)		(3,334	)
Add (subtract):
Depreciation and amortization		167,207			196,321			31,646			92,406			121,949			19,657
Share-based compensation		6,683			6,206			1,000			3,283			2,261			365
Interest expenses		66,636			50,880			8,202			34,535			30,954			4,989
Interest income		(1,146	)		(360	)		(58	)		(201	)		(2,832	)		(456	)
Provision for income taxes		5,212			1,228			198			695			1,384			223


Adjusted EBITDA		68,882			102,061			16,452			45,688			133,030			21,444

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amortization, share-based compensation, interest expenses, interest income and provision for income taxes have been and may continue to be incurred in our business and are not reflected in the presentation of adjusted EBITDA. Each of these items should also be considered in the overall evaluation of our results. Additionally, adjusted EBITDA does not consider capital expenditures and other investing activities and should not be considered as a measure of our liquidity. We reconcile this non-GAAP financial measure to the nearest U.S. GAAP performance measure, all of which should be considered when evaluating our performance. The term adjusted EBITDA is not defined under U.S. GAAP, and adjusted EBITDA is not a measure of net income or loss, operating income or loss, operating performance or liquidity presented in accordance with U.S. GAAP. When assessing our operating and financial performance, you should not consider such data in isolation or as a substitute for our net income or loss, operating income or loss or any other operating performance measure that is calculated in accordance with U.S. GAAP. Furthermore, adjusted EBITDA may differ from the non-GAAP information used by other companies, including peer companies, and therefore comparability may be limited. We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure.

Summary operating data

The following tables set forth our key operating metrics as of the dates and for the periods indicated:

Period-end fleet size

	As of December 31,				As of June 30,

	2012		2013		2013		2014
Car rentals		8,957		10,500		9,610		14,260
Car services		872		1,086		969		1,149


Total		9,829		11,586		10,579		15,409

Car rentals and car services

	For the Year Ended December 31,				For the Six Months Ended June 30,

	2012		2013		2013		2014
Average available fleet size ⁽¹⁾		8,484		9,937		9,541		13,289
RevPAC (RMB) ⁽²⁾		145		156		151		160

Car rentals

	For the Year Ended December 31,				For the Six Months Ended June 30,

	2012		2013		2013		2014
Average available fleet size ⁽¹⁾		7,704		8,987		8,686		12,212
RevPAC (RMB) ⁽²⁾		104		115		111		121
Fleet utilization rate (%) ⁽³⁾		72.0		70.5		68.4		70.9
Average daily rental rate (RMB) ⁽⁴⁾		145		163		163		171

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Car services

	For the Year Ended December 31,				For the Six Months Ended June 30,

	2012		2013		2013		2014
Average available fleet size ⁽¹⁾		780		950		855		1,077
RevPAC (RMB) ⁽²⁾		549		546		553		600

(1): "Average available fleet size" is calculated by dividing the aggregate number of days in which our fleet was in operation during a given period by the total number of days during the same period.
(2): "RevPAC" refers to average daily net revenue per available car, which is calculated by dividing the net revenues during a given period by the aggregate number of days in which our fleet was in operation during the same period.
(3): "Fleet utilization rate" refers to the aggregate transaction days for our car rental fleet during a given period divided by the aggregate days our car rental fleet are in operation during the same period. "Transaction days" refer to the aggregate number of days on which a vehicle in our car rental or car services fleet was on rent during a given period.
(4): "Average daily rental rate" refers to RevPAC during a given period divided by the fleet utilization rate during the same period.

See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Key operating metrics" for more information on our non-financial key operating metrics.

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RISK FACTORS

Investing in our ADSs involves a high degree of risk. You should carefully consider the following risks and all other information contained in this prospectus, including our consolidated financial statements and related notes, before deciding to buy our ADSs. If any of the following risks materialize, our business, prospects, financial condition and results of operations could be materially harmed, the trading price of our ADSs could decline and you may lose part or all of your investment.

Risks related to our business and industry

We have a history of operating and net losses, and we may not be able to achieve and sustain profitability.

We have a history of operating and net losses and may continue to incur operating and net losses in the future. For the years ended December 31, 2012 and 2013, we incurred loss from operations of RMB104.0 million and RMB99.4 million (US$16.0 million), respectively, and net losses of RMB175.7 million and RMB152.2 million (US$24.5 million), respectively. For the six months ended June 30, 2014, we generated profit from operations of RMB9.2 million (US$1.5 million), while still incurred net loss of RMB20.7 million (US$3.3 million). Our historical operating and net losses were primarily due to significant upfront investments in connection with the expansion of our nationwide service network and infrastructure in recent years, which expose us to significant fixed costs and expenses. If market demand for our car rentals and car services does not increase as quickly as we have anticipated, or if there is a rapid and unexpected decline in such demand, we may be unable to generate sufficient revenues to offset these fixed costs and achieve economies of scale, and our operating results may be materially adversely affected as a result of high operating expenses and underutilized capacity.

In addition, our ability to achieve profitability is affected by various factors, many of which are beyond our control. For example, our revenues and profitability depend on the continuous growth of the car rental and car service industry in China and customer demands for such services. We cannot assure you that car rentals and car services, as relatively new alternatives to car ownership, will become widely accepted in China. Furthermore, vehicle purchases have historically accounted for the majority of our capital expenditures. We expect to continue to incur significant costs and expenses to increase the scale of our operations, which may make it difficult for us to achieve and sustain profitability.

Furthermore, our historical and future results of operations in a specific period may be subject to the impact of various factors and events, which may make our results of operations in different periods less comparable with each other and may not be necessarily indicative of future trends. While we intend to implement various measures to control the increases in our vehicle operating expenses as we ramp up our business rapidly, we cannot assure you that these measures will be as effective as we currently expect, or at all. If we cannot significantly increase our net revenues to offset our continuously increasing operating and other expenses, we will continue to incur losses and our business, financial condition and results of operations will be materially and adversely affected. We may also incur significant losses in the future for a number of other reasons, including changes in the macroeconomic and regulatory environment, competitive dynamics, our inability to respond to these changes in a timely and effective manner and the other risks described in this prospectus, and we may encounter unforeseen expenses, difficulties, complications, delays and other unknown events.

We face risks arising from our heavy reliance on proprietary technology platform.

We rely heavily on our proprietary technology platform with various features specifically designed to improve and streamline our operations in accepting reservations, processing payments, managing our fleet, accounting for our various business activities and otherwise conducting our business. The satisfactory performance, reliability and availability of our proprietary technology platform are critical

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to our reputation, our ability to attract and retain customers and maintain adequate service levels. Any system interruption that results in the unavailability of our website or a disruption in our proprietary technology platform could result in negative publicity, damage our reputation and brand and cause our business and operating results to suffer. We may experience temporary system interruptions for a variety of causes, including network failures, power failures, cyber attacks, software errors or an overwhelming user traffic to our website during periods of strong demand. Because we are dependent in part on third parties for the implementation and maintenance of certain aspects of our systems and because some of the causes of system interruptions may be outside of our control, we may not be able to remedy such interruptions in a timely manner, or at all. Although we regularly back up our data on servers in different locations or on hard drives stored in our offices, there can be no assurance that our systems back-up will successfully mitigate or eliminate these risks. Any disruption, termination, or provision of substandard services could adversely affect our brand, customer relationships, operating results and financial conditions.

We face intense competition, and if we fail to compete effectively, we may lose market share, our revenues and margin may decrease and our results of operations may be adversely affected.

The car rental and car service industry in China is competitive and fragmented. In 2013, the top three players, including us, only accounted for 10.7% of the total market share by revenues in China, according to Frost & Sullivan. We expect competition in China's car rental and car service industry to persist and intensify.

As we provide comprehensive service offerings, we compete with different market participants in different market sectors at different levels. We currently compete primarily with national and international players, such as China Auto Rental and Avis China, and regional players, such as Yongda, Qiangsheng and Shouqi.

For car rentals, we compete primarily on the basis of rental price, user experience, brand recognition, convenience of service locations, geographic coverage and service quality. For car services, we compete primarily on the basis of quality and convenience of services, ability to provide tailored solutions and timely response to ad-hoc situations, brand recognition, network coverage, and, to a lesser extent, service charge. Competition in the car rental market frequently takes the form of price competition. Our competitors, some of which may have access to greater financial resources, often seek to compete aggressively on the basis of pricing. If we do not price our services competitively, we may lose rental volume, or if we do, our revenue and margins will suffer, either of which could have a material adverse impact on our results of operations.

In addition, technological advances may materially impact the competitive landscape of China's car rental and car service industry and our competitiveness in the evolving industry. For example, an increasing number of customers in China have chosen to reserve car rental services through websites or mobile applications due to the convenience of these channels. As a result, it is critical for us to continue to enhance and improve the responsiveness, functionality and features of our websites and mobile applications to remain competitive. The development of websites, mobile applications and other proprietary technology requires substantial expenditures and resources, and entails significant technical and business risks. Our competitors may use new technologies more effectively, develop more appealing and popular websites and mobile applications, or adapt more quickly than us to evolving industry trends or changing market requirements. Some of our competitors may form closer relationships with, or be acquired by, major Internet companies in China. Furthermore, the proliferation of the Internet has increased the price transparency among car rental companies by enabling cost-conscious customers to more easily obtain the lowest rates available among car rental companies for any given trip. Such increased price transparency may further contribute to the prevalence and intensity of price competition in the future.

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Our competitors may also compete against us in the selection of new service locations, or offer better terms for our existing leased properties, thereby slowing down our anticipated expansion. Furthermore, some competitors may initiate negative publicity campaigns against us, which may harm our brand and reputation. If we fail to effectively compete with large players on scale or small players on cost and flexibility, we may not be able to compete successfully against our current and future competitors.

We may not be able to sustain our growth rates or manage our expansion plan, which could adversely affect our operating results.

We have experienced significant growth in recent years. Our total net revenues increased from RMB450.1 million in 2012 to RMB566.4 million (US$91.3 million) in 2013, representing a growth rate of 25.8%. Our total net revenues increased from RMB260.7 million for the six months ended June 30, 2013 to RMB384.5 million (US$62.0 million) for the six months ended June 30, 2014, representing a growth rate of 47.5%, although we recorded net losses of RMB175.7 million, RMB152.2 million (US$24.5 million), RMB85.0 million and RMB20.7 million (US$3.3 million) in 2012, 2013 and the six months ended June 30, 2013 and 2014, respectively. We increased the size of our fleet from 7,717 vehicles as of January 1, 2012 to 15,409 vehicles as of June 30, 2014 and we had 760 directly operated service locations in 90 cities across China as of June 30, 2014. We may not be able to sustain these high growth rates in future periods and you should not rely on the growth in our revenue or fleet size in any prior period as an indication of our future performance.

We plan to continue to expand our fleet size and geographic coverage. We believe geographical expansion is particularly important for us to acquire more customers and enhance our brand recognition. Nonetheless, expanding into new geographical markets imposes additional burdens on our managerial, financial, operational, information technology and general administrative resources. Our planned expansion will also require us to maintain consistent and high-quality services to ensure our brand does not suffer as a result of any deviations, whether actual or perceived, in our service quality. As China is a large and diverse market, business travel or leisure travel demands may vary significantly by region. As a result, we may not be able to leverage our experience in the markets in which we currently operate to expand into other parts of China, and we cannot assure you that we will be able to effectively manage the growth of our operations or maintain our service quality. If we are unable to expand our operations in a timely and cost effective manner, our results of operations may be materially adversely affected.

If we are unable to dispose of our used vehicles at desirable prices or timing or through appropriate channels, the residual value of our fleet may drop significantly and we may incur significant financial losses.

We generally hold vehicles in our fleet for a term of three to four years. Depending on the conditions of our vehicles, our actual vehicle holding period may vary. As our fleet grows and matures, we expect vehicle dispositions to become a significant part of our operations. We have developed an internal rating system to assess the general conditions of our vehicles, and dispose of our used vehicles through a variety of disposition channels according to the rating results, including auctions, brokered sales, dealers and online used car marketplace. We also maintain a well-managed and disciplined vehicle disposition process taking into consideration of market timing, disposal price and seasonality. Given that China's used vehicle market is still at its early stage and lacks a well-established credit system, we face uncertainties in our ability to dispose of our used vehicles at reasonable prices, in a timely manner or through appropriate channels. In addition, as there is no guaranteed minimum residual value or repurchase program with automobile manufacturers available in China, we are not able to enjoy the guaranteed minimum residual value of our vehicles similar to the programs which are usually made available to U.S. car rental companies. Therefore, we carry substantial risk that the market value of a used vehicle at the time of its disposition may be less than its estimated residual

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value at such time. If we are unable to dispose of our used vehicles at prices that are equal to or greater than their estimated residual value, our depreciation costs will increase and we will incur losses resulting from the disposal, which may have material and adverse impact on our financial results. As our fleet size continues to grow, inability to dispose our used vehicles at desirable prices or timing or through appropriate channels could have significant impact on our business.

Our limited operating history in an emerging and rapidly evolving industry may not provide an adequate basis on which to evaluate our business and future prospects.

We have a limited operating history. We began to provide chauffeured car services and car rental services in 2006 and 2008, respectively. We believe our future success depends on our ability to significantly increase revenues as well as achieve profitability from our operations. Our limited operating history makes it difficult to evaluate our business and future prospects. You should consider our future prospects in light of the risks and challenges encountered by a company with a limited operating history in an emerging and rapidly evolving industry. These risks and challenges include, among other things,

•: our ability to continue our growth as well as achieve and maintain profitability;
•: preservation of our competitive position in the car rental and car service industry in China;
•: providing consistent and high-quality services to attract and retain individual customers and corporate clients;
•: our ability to implement our strategies and make timely and effectively respond to competition and changes in customer preferences;
•: our ability to increase awareness of our "eHi" brand and continuing to develop customer loyalty; and
•: recruitment, training and retaining of qualified managerial and other personnel.

Our failure to raise sufficient capital to fund and expand our operations at a reasonable cost could reduce our ability to compete successfully.

Our business requires a significant amount of capital in large part because we are prompted to continue to grow our fleet and expand our business in existing markets and to additional markets where we currently do not have operations. Our capital expenditures totaled RMB286.6 million, RMB601.1 million (US$96.9 million) and RMB579.7 million (US$93.4 million) in 2012, 2013 and the six months ended June 30, 2014, respectively, which were primarily used for vehicle purchases. We may require additional funding to implement our expansion strategy by offering additional equity or debt securities or obtaining additional credit facilities in the future. The sale of additional equity or equity-linked securities could result in dilution of your shareholdings. As we engage in debt financing, our ability to incur additional indebtedness may be restricted. Our ability to obtain additional capital on acceptable terms is subject to a variety of uncertainties, including:

•: economic, political and other conditions in China and elsewhere;
•: our future results of operations, financial condition and cash flows; and
•: general market conditions for capital raising activities in our industry.

If we fail to raise sufficient capital to fund and expand our operations at a reasonable cost, we may not be able to, among others:

•: increase our fleet size;

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•: expand our operations in current or additional cities in China;
•: enhance our sales and marketing and strengthen our general and administrative teams;
•: continue to improve our proprietary technology platform;
•: acquire businesses complementary to ours;
•: hire, train and retain qualified employees;
•: develop and introduce service enhancements to our clients; or
•: respond to competitive pressures or unanticipated working capital requirements.

Uncertainties regarding the growth and profitability of the car rental and car service industry in China could adversely affect our revenues and business prospects.

Currently all of our revenues are generated from our car rentals and car services. While car rentals and car services have existed in China since the 1990s, the long-term prospects of the car rental and car service industry in China remain relatively untested. Our future operating results will depend on numerous factors affecting the development of the car services industry in China, some of which may be beyond our control. These factors include:

•: the growth of demand for car rentals and car services in China, and the rate of any such growth;
•: the trust and confidence level of customers in car rentals and car services providers in China, as well as changes in customer demographics and preferences;
•: the selection, price and popularity of vehicles that we and our competitors offer;
•: the emergence of alternative transportation service models that better address the needs of customers in China;
•: general economic conditions, particularly economic conditions affecting discretionary consumer spending; and
•: the legal environment that may impact our business operations or expansions.

A decline in the popularity of driving, car rentals or car services in general, or any failure by us to adapt our business model and improve customer experience in response to trends and customer needs and preferences, will adversely affect our revenues and prospects.

Various government policies on automobile control and management, such as vehicle plate control and restrictions on automobile purchases and ownership, may increase our operating costs, limit our future expansion or otherwise adversely affect our business, results of operations and prospects.

The significant increase in the number of vehicles in China, primarily in major cities, and the traffic and pollution resulting from this increase have drawn the attention of both the government and the public. To address this issue, local governments in China have promulgated various policies to limit the increase in the number of vehicles, such as restricting the number of new local vehicle plates issued. For example, Beijing, Shanghai, Guangzhou, Tianjin, Hangzhou and Guiyang city governments have adopted policies regarding issuing a limited number of local vehicle plates and/or restricting the entrance of vehicles with non-local vehicle plates into certain areas of the city. In addition, some cities in China, such as Beijing, Nanchang, Chengdu and Guiyang, also implemented traffic control measures banning vehicles with certain license plate numbers to be on the road or into certain areas of the city during certain hours in a workday or certain days in a given week. If more cities adopt vehicle plate control policies, our costs to obtain new vehicle plates in such cities may significantly increase and our

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future expansion in these cities may be limited, which may materially and adversely affect our business, results of operations and prospects. In addition, if a large number of our rental cars is found in violation of these traffic control measures, we may be subject to fines for such violations which may increase our operating costs and expenses.

Other government policies on automobile purchases, ownership, related taxes and other charges may also have a material effect on our business. In the past years the PRC government has provided some tax reductions or government subsidies on certain types of automobile purchases. We are not in a position to predict whether any tax reduction or government subsidy for automobile purchases will be granted or continued in the future. In the event that any adverse changes of existing government policies on automobile purchases, ownership, related taxes and other charges are adopted by the PRC government, it may materially and adversely affect our results of operations and limit our further expansion.

Our business is seasonal, and a disruption in our operations during our peak or off peak seasons could materially adversely affect our results of operations.

We generally experience some effects of seasonality due to increases in leisure travel and decreases in business travel activities during the summer season and public holidays in China such as Chinese New Year, Labor Day, and National Day, although the seasonal impacts on our car rentals and car services may, to some extent, be offset by each other. In addition, seasonal changes in our revenues do not alter certain of our expenses, like depreciation, rent and insurance, that are fixed in the short run, typically resulting in higher profitability in periods when our revenues are higher and lower profitability in periods when our revenues are lower. Our revenues may also fluctuate due to inclement weather conditions, such as snow or rain storms. In addition, other seasonality trends may develop and the existing seasonality that we experience may change.

If we are unable to enhance our brand recognition and maintain a high level of customer satisfaction, we may not be able to attract or retain customers, and our brand and results of operations may be adversely affected.

We believe our "eHi" brand is integral to our success, including the success of our sales and marketing efforts and our efforts to grow our car rentals and car services business. Our continued success in enhancing our brand depends, to a large extent, on our ability to consistently provide quality services and customer experience across our service network and introduce new services and vehicle models to meet customer demands, and to respond to competitive pressures and changing regulatory environment. Failure to provide customers with high-quality services and experiences could harm our reputation and adversely affect our efforts to develop "eHi" as a trusted brand. From time to time, our customers express dissatisfaction with our services, including those related to the availability, condition and reservation time of our vehicles, and our response time to customers' questions or vehicle incidents. To the extent dissatisfaction with our services is widespread or not adequately addressed, our reputation could be harmed, our efforts to develop "eHi" as a trusted brand and to provide enhanced customer experience would be adversely impacted, which may in turn adversely affect our operating results and our ability to attract new customers and retain existing customers.

In addition, we have been in the past, and may in the future be, subject to negative publicity against our company or our services. Any such negative publicity, regardless of its veracity, could harm our brand image and reputation. If we are unable to defend ourselves against such negative publicity, our brand image or reputation will be damaged and our results of operations and prospects will be adversely affected. Furthermore, pursuant to the global affiliation agreement we entered into with Enterprise China, our signage and logo are displayed alongside the signage and logos of certain subsidiaries of Enterprise, including "Enterprise," "Enterprise-Rent-A-Car," "Alamo," "Alamo Rent A Car," "National" and "National Rent A Car," in several cities in China and certain major North

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American gateway airports. Any negative publicity involving such brands or deterioration in the quality of services provided by these subsidiaries of Enterprise may also harm our brand image.

Customer violation of traffic rules could result in suspension of some of our vehicles from operation and we may not be able to fully recover the fines arising from our customers' violations.

China operates a "traffic points" system under which each driver is allotted 12 points for each calendar year. Traffic violations are penalized through, among other things, fines and deduction of the traffic points. For traffic violations caught by law enforcement officers, the point deduction is imposed on the driver. For traffic violations caught by automated traffic enforcement systems, for example, running a red light that was recorded by a traffic camera, the point deduction is imposed on the vehicle.

Currently vehicles in use for less than five years in China are subject to mandatory biennial inspection by transportation authorities. Such rules will be changed by the Opinion regarding Strengthening and Improving the Inspection Work of Automobile Vehicles, or the Inspection Work Opinion, issued in May 2014. According to the Inspection Work Opinion, starting from September 1, 2014, non-operational cars and other small-size, mini-type passenger vehicles which are registered for less than six years will be exempted for vehicle inspections, and such vehicles which are registered for more than six years (including six years) will still be subject to vehicle inspections. For a vehicle to pass the inspection, all point deductions recorded on the vehicle must be offset by applying the drivers' available points.

Some of our vehicles have point deductions recorded on them due to customer traffic violations caught by automated traffic enforcement systems. For our vehicles to pass their mandatory biennial inspection, we coordinate with our customers who committed the traffic violations to offset the point deductions recorded on our vehicles by applying their available points. However, depending on the volume of vehicles due for inspection and the time required to coordinate with our customers, we sometimes were unable to timely offset all the point deductions on our vehicles before their inspection dates, and may be unable to do so in the future. If we fail to promptly offset the point deductions recorded on our vehicles, our vehicles will not be able to pass the biennial inspection and will be suspended from road use and disposition until all points deductions are offset, which may materially and adversely affect our business, results of operation and financial condition. Historically, the number of our vehicles that did not pass the mandatory vehicle inspection was minimal.

In addition, while we obtain pre-authorized credit card payments when our car rental customers pick up or return the rental vehicles, such pre-authorized payments may not be sufficient to cover fines arising from such customers' traffic violations. In the event that traffic fines exceed the pre-authorized payment amount, we may not be able to fully recover outstanding balances from such customers in time or at all, which may materially and adversely affect our business, results of operation and financial condition.

If we fail to protect our customers' confidential information stored in our systems, our reputation or brand may be harmed, and we may be exposed to liability and loss of customers.

Our reservation system stores, processes and transmits our customers' confidential information, including identity information, driver's license numbers, contact information and other sensitive data. We rely on encryption, authentication and other technologies, as well as administrative and physical safeguards, to secure such confidential information. Any compromise of our information security could damage our reputation and brand and expose us to risks of costly litigation and liability that could materially harm our business and operating results. We and our third-party data center facilities may not have adequately assessed the internal and external risks posed to the security of our systems and information and may not have implemented adequate preventative safeguards or take adequate

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reactionary measures in the event of a security incident. Any failure to protect such confidential information could harm our reputation and brand and expose us to liability and loss of customers.

We rely on third-party service providers for certain aspects of our business.

We depend on third-party service providers for certain aspects of our business. For example, we rely on third parties to complement our coverage for chauffeured car services in certain cities, implement and maintain certain aspects of our technology system, and supplement our vehicle repair and maintenance capabilities. Although we actively monitor the operations of these third-party service providers, and under certain circumstances have the ability to terminate their services for failure to adhere to contracted operational standards, we are unlikely to detect all the problems. If these third-party service providers do not provide adequate services to our customers or us, we have to seek to replace such service providers or remedy the inadequate services, and our reputation, brand image and our business could be materially adversely affected. We may also be held responsible for actions or non-actions of such third parties, which may expose us to possible liabilities.

Restrictive covenants contained in credit facilities may limit our ability to incur additional indebtedness and restrict our future operations, and failure to comply with these restrictive covenants may adversely affect our liquidity, financial condition and result of operations.

We are subject to restrictive covenants under our credit facilities with banks and third-party financing companies. These restrictive covenants include, among other things, financial covenants such as maintaining our shareholding structure, limitations on our ability to incur additional indebtedness or create new mortgages or charges, making timely reports, restrictions on the use of proceeds and asset sales, and requirements to provide notice or obtain consent for certain significant corporate events. In addition, as part of our financing arrangements entered into with several third-party financing companies, we pledged some of our vehicles as well as 20.73% and 100% of the equity interest in two of our PRC operating subsidiaries to such third-party financing companies, and agreed not to dispose of these collaterals during the term of such financing arrangements.

Failure to meet any of these financial covenants or any other restrictive covenants in the future may entitle lenders to declare all outstanding borrowing and accrued and unpaid interest to be immediately due and payable and requires us to pay accrued and unpaid interest at higher interest rates. Furthermore, any event or default or acceleration of payment in a credit facility may trigger cross-default or cross acceleration provisions in other credit facilities. If lenders accelerate the repayment of our borrowings, we may not have sufficient cash to timely repay the borrowings and any repayment may disrupt our cash flow and liquidity plans. Additionally, we have provided collaterals under certain credit facilities. If we cannot repay these borrowings, lenders may take ownership of other collaterals granted to them or choose to enforce their security rights thereunder. As a result, we may lose access to our assets as collaterals and be unable to engage in certain business activities or finance future operations or capital needs, and our business, financial condition and results of operations would be materially and adversely affected.

Shortage in vehicle supply or failure to pass on increased vehicle acquisition costs to customers may adversely affect our business and results of operations.

As of June 30, 2014, approximately 83.7% of the vehicles acquired by us were purchased through dealers of Volkswagen, General Motors/Buick, Honda, Citroen, Chevrolet and Ford vehicles located in China. We may experience a shortage in the supply of certain vehicle models in the future. For example, if any supplier is unwilling or unable to provide us with vehicles in required quantities or to deliver vehicles on time, we may not be able to find alternative sources on satisfactory terms in a timely manner, or at all. If any shortage in vehicle supply occurs, our business and results of operations may be materially adversely affected.

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In addition, we may face risks of increased vehicle acquisition costs, which may correlate with rising commodity and structural costs. Our average vehicle acquisition cost is also affected by other factors such as vehicle purchase tax and the mix of economy and premium vehicle models that we purchase. We generally do not enter into long-term contracts with our vehicle suppliers. If our suppliers do not offer us competitive prices and we are not able to purchase sufficient quantities of vehicles from alternative sources at commercially reasonable prices, or at all, we may be forced to purchase vehicles at higher prices and our vehicle acquisition costs may increase significantly. We cannot assure you that we will be able to pass on increased vehicle acquisition costs to our customers. Failure to pass on significant cost increases to our customers may have a material adverse effect on our business, results of operations and financial condition.

If any of our major vehicle suppliers encounter serious vehicle recall problems, our fleet size may be reduced for a certain period and our clients' trust in the quality and safety of our fleet may be adversely affected.

Our vehicles may be subject to safety recalls by their manufacturers. Under certain circumstances, the recalls may cause retrieval of rented vehicles or temporary decline of reservations. If a large number of vehicles are the subject of simultaneous recalls, or if replacement parts needed are not in adequate supply, we may not be able to use the recalled vehicles for an extended period of time. Those types of disruptions could jeopardize our ability to fulfill existing contractual commitments and/or satisfy demand for our cars and car services, and result in the loss of business to our competitors. We could also face liability claims from our customers related to our vehicles subject to a safety recall. Depending on the severity of the recall, it could materially adversely affect our results of operations and adversely impair our customers' trust in the quality and safety of our fleet.

If property rental costs, including rentals for parking spaces, increase significantly in the cities we currently have operations or we are unable to find suitable locations to expand our service network at a reasonable cost, our results of operations will be materially adversely impacted.

We plan to open more service locations in markets where we have a presence and to expand into additional cities in China to further grow our business. To operate our business, we need to rent offices, service locations and parking spaces for our staff and vehicles at convenient locations. We may not be successful in identifying and leasing additional properties and parking spaces at desirable locations and on commercially reasonable terms, or at all. In addition, we may not be able to renew our current lease agreements after expiration or secure replacement properties or parking spaces with reasonably commercial terms, or at all. In such cases, our ability to execute our growth strategy could be impaired and our business, results of operations and prospects may be materially adversely affected. Furthermore, if property rental costs increase significantly, in particular for parking spaces, our results of operations may be materially adversely affected.

We depend on key and highly skilled personnel to operate our business, and if we are unable to retain our current personnel or hire additional personnel compatible to our expansion size, our ability to successfully develop and market our business could be harmed.

Our managerial and other employees operate our service locations and interact with our customers on a daily basis and are critical to maintaining our consistent and high-quality services, as well as our established brand and reputation. We aim to recruit, train and retain skilled and motivated customer oriented managerial and other employees. We need to recruit and train qualified managerial and other employees on a timely basis to keep pace with our rapid growth. There may be a limited supply of such qualified individuals in some markets in China where we have operations and cities into which we intend to expand. We also need to provide continuous training to our managerial and other employees so that they can stay abreast of changes in our operations and consumer preferences and demands, and meet and implement our quality standards. If we fail to recruit, train and retain qualified managerial

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and other employees, our service quality may decrease, which in turn may have a material and adverse effect on our brand, our business, and our financial condition and results of operations.

Our success significantly depends upon the continuing service of our senior management team, including Mr. Ray Ruiping Zhang, our founder, chairman and chief executive officer, Dr. Leo Lihong Cai, our director and senior and executive vice president of sales and marketing, Mr. Colin Chitnim Sung, our chief financial officer and Mr. Chun Xie, our chief information officer. We rely on our management team's experience in business operations, their business vision, management skills and working relationships with our employees, customers, suppliers, third-party service providers and other business partners to execute our business strategies and to achieve our business objectives. In addition, our ability to attract and retain key personnel is a critical aspect of our competitiveness. If one or more members of our senior management team or other key employees are unable or unwilling to continue in their present position, we may not be able to replace them easily, or at all. As a result, our business could be severely disrupted and our financial condition and results of operations could be materially adversely affected.

If the average salary or statutory welfare expenses of our employees increase significantly, our profitability may be materially adversely impacted.

As of June 30, 2014, we had 2,816 full-time and 515 part-time employees. We believe we will continue to hire additional employees to keep in line with our expansion.

China has recently experienced a significant increase in employment compensation levels. From 2011 to 2013, the annual average wages in China increased by 7.6% from RMB42,452 to RMB45,676, according to National Bureau of Statistics of China. During the same period, the average salary and welfare expenses of our employees of similar positions increased by approximately 14.9%. If the average salary of our employees increases significantly, our profitability may be materially adversely impacted. In addition, under various PRC labor-related laws, rules and regulations, employers are required to contribute, on behalf of their employees, to a number of social security funds, including funds for basic pension insurance, unemployment insurance, basic medical insurance, work-related injury insurance, maternity leave insurance, and housing accumulation funds. The relevant government agencies may examine whether an employer has made adequate payments of the requisite statutory employee benefits, and those employers who fail to make adequate payments may be subject to late payment fees, fines and/or other penalties. If the relevant PRC authorities determine that we shall make supplemental social insurance and housing fund contributions and/or that we are subject to fines and legal sanctions, our business, financial condition and results of operations may be adversely affected.

Significant increases in fuel costs or limitations in fuel supplies could seriously harm our business.

We are generally responsible for fuel costs and supplies when providing chauffeured car services. While customers using our car rental services are typically responsible for the costs of fuel during the rental term, any increase in fuel costs or limitation in fuel supplies may discourage them from renting vehicles from us. Fuel prices in China increased significantly in 2012 and 2013, which has increased our vehicle operating expenses. Continued significant increases in fuel prices or a severe or protracted disruption of fuel supplies could have a material adverse effect on our financial condition and results of operations.

We face risks related to liabilities resulting from the use of our vehicles by our customers.

We are exposed to claims for personal injury or death and property damage as a result of automobile accidents involving vehicles driven by our customers or chauffeured car services provided by our drivers or third party service providers outsourced by us. We depend on our staff, customers and,

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in some cases, third party operators, for pre-rental inspections in order to identify any apparent or potential damage or safety concerns with the vehicles. However, if a customer uses a car that has worn tires or some mechanical or other problem, including a manufacturing defect, which contributed to a motor vehicle accident that results in a death or property damage, we may still be a defendant of the claims for the alleged liabilities of the accident and the damage resulting from it. Furthermore, according to the PRC Torts Law, when the driver of a rental car who is not the owner of the vehicle is held liable for a traffic accident, liability will first be covered by the insurance company providing the compulsory traffic accident insurance of the vehicle, and the driver shall be responsible for the portion not covered by the compulsory traffic accident insurance. However, since judicial proceedings determining the cause of a motor vehicle accident can be lengthy and costly, and the results of such proceedings may be uncertain, we may not be successful in defending ourselves each time such an incident occurs. If a significant number of such claims cannot be resolved, our reputation could suffer.

We could be negatively affected if our insurance coverage proves to be limited or inadequate.

We may suffer from insufficient insurance coverage for our vehicles or liabilities resulting from our operations. We bear the risk of damage to or losses of our vehicles, including those caused by accident, theft or natural disaster. We are also exposed to claims for personal injury or death and property damage as a result of automobile accidents involving vehicles driven by our customers or chauffeured car services provided by our drivers or third party service providers outsourced by us. We maintain motor vehicle damage insurance, third-party liability insurance, compulsory traffic accident insurance and other insurance coverage, although there can be no assurance that such coverage will be sufficient or adequate. Furthermore, due to the large volume and broad geographic coverage and rapid growth of our fleet, we may fail to renew our insurance policies on a timely basis although we have not experienced any failure or material delay in renewing our insurance policies as of the date of this prospectus. A successful claim against us beyond the scope or limit of our or our third party service provider's insurance coverage may have a material adverse effect on our business, financial condition and/or results of operations. In addition, uninsured claims filed against us or the inability of our insurers to pay otherwise-insured claims would have an adverse effect on our financial condition. Moreover, if the insurance premiums we pay to the insurance companies increases significantly, our results of operations would be materially adversely affected.

In addition, we face risks and contingent losses resulting from car theft. We equip all of our vehicles with GPS-based tracking devices that monitor the precise location of the vehicles at all times, and a significant majority of such devices are covered by GPS product liability insurance. However, sophisticated thieves could locate and disable such devices, which may lead to an increase in our lost vehicles from car theft. As we have not maintained any robbery or theft insurance for our vehicles, such losses may not be sufficiently covered by the GPS product liability insurance, which may adversely affect our results of operations.

Future acquisitions could prove difficult to integrate or disrupt our business and lower our operating results.

Our growth strategy may involve the acquisition of businesses and/or entities, or entering into strategic partnerships or alliances in areas in which we do not currently operate or have sufficient capacity to operate. For example, we made a strategic investment in Travice Inc., which develops and operates the Kuaidi mobile taxi and car calling service provider in April 2014. Our future strategic investments and acquisitions may expose us to potential risks, including risks associated with:

•: fluctuations in our future financial results, such as potential decrease in our margins and profitability;
•: integration of new operations, services and personnel;
•: exposure to unforeseen or hidden liabilities;

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•: diversion of resources from our existing businesses and technologies;
•: our failure to generate sufficient revenues to offset the costs of acquisitions; and
•: potential loss of, or harm to, relationships with suppliers, clients or employees.

If any of these happens, it may have a material adverse effect on our ability to manage our business or otherwise have a material adverse effect on our business, financial condition or results of operations.

We may be exposed to intellectual property infringement and other claims, which could be time-consuming or costly to defend and may result in substantial damages.

Our success depends on our ability to use and develop our proprietary, comprehensive suite of technology systems, and our other intellectual property rights. We may face challenges to our intellectual property rights and be subject to claims that we have infringed on third parties' intellectual property rights. The validity and scope of claims relating to our proprietary technologies or other intellectual property rights may involve complex scientific, legal and factual questions and analysis, and therefore the outcomes may be highly uncertain. The defense and prosecution of intellectual property suits and related legal and administrative proceedings may be costly and may significantly divert the attention and resources of our personnel. An adverse determination in any such litigation or proceedings to which we may become a party may subject us to significant liability, require us to seek licenses from third parties, pay royalties or subject us to injunctions prohibiting the use of the relevant intellectual property rights.

We have entered into a global affiliation agreement with Enterprise China in connection with our Series D private placement with Crawford, the parent company of Enterprise Holdings. Under this agreement which Enterprise China, its affiliate, Enterprise Holdings and their affiliates, or collectively Enterprise, have granted us, in certain designated region, a royalty free license with the right to sublicense certain of their trademarks, service marks, trade names, signage and logos, symbols and designs associated with the names "Enterprise," "Enterprise-Rent-A-Car," "Alamo," "Alamo Rent A Car," "National" and "National Rent A Car" for the purpose of pursuing business referrals between Enterprise and us, processing such referrals and servicing business referred to us by Enterprise. If we or any of our sublicensees use these licensed intellectual properties improperly or outside the scope of the license granted to us, we may be subject to claims of trademark or other intellectual property infringement by Enterprise. In the case that Enterprise does not have all the requisite rights to grant us an exclusive license to use such marks, we may be subject to claims of trademark or other intellectual property infringement by the rightful owners of these marks for using these intellectual property rights for unauthorized using these intellectual property rights. Any resulting litigation may be time-consuming and costly, with inherent uncertainty as to the outcome. If these owners successfully assert a claim for intellectual property infringement against us, the liability may adversely impact our business, financial condition and results of operations.

Failure to adequately protect our intellectual property rights could substantially harm our brand, our business and results of operations.

We believe our brand, trademarks, software copyrights, trade secrets and other intellectual property rights are critical to our success. Any unauthorized use of our intellectual property rights could harm our competitive advantage and business. We have granted Enterprise, in certain designated region, a royalty free license with the right to sublicense certain of our trademarks, service marks, trade names, signage and logos, symbols and designs associated with the name "eHi" for the purpose of pursuing business referrals between Enterprise and us, processing such referrals and servicing business referred to Enterprise by us. If Enterprise or any of its sublicensees uses these licensed intellectual properties improperly or outside the scope of our license, our brand and intellectual property rights

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may be harmed. Our efforts in protecting our brand and intellectual property rights may not always be effective. We regularly file applications to register our trademarks in China, but may not be able to register such trademarks, or register them within the categories we seek. Similar trademarks registered under other different categories may dilute our brand and image. Historically, China has not protected intellectual property rights to the same extent as the United States, and infringement of intellectual property rights continues to pose a serious risk in doing business in China. Monitoring and preventing unauthorized use is difficult. The measures we take to protect our intellectual property rights may not be adequate or sufficient. As the right to use Internet domain names is not rigorously regulated in China, other companies may have incorporated in their domain names elements similar in writing or pronunciation to our trademarks and domain names. We have also entered into confidentiality and non-compete agreements with our key employees that prohibit them from disclosing confidential information. However, these agreements may not effectively prevent unauthorized disclosure of confidential information and it may be difficult or expensive for us to enforce these agreements. Our business may be materially adversely affected if we fail to adequately or sufficiently protect our brand, trademarks, copyrights, trade secrets and our other intellectual property rights.

We have granted, and may continue to grant, employee share options, restricted shares or other equity incentives in the future, which may result in increased share-based compensation expenses and adversely affect our results of operations.

We adopted the 2010 Plan in April 2010, which was amended and restated in December 2010 and August 2014. In October 2014, we adopted the 2014 Plan, which will be conditional on and effective upon completion of this offering. We are required to account for share-based compensation as an expense based on the grant date fair value of share options, restricted shares or other equity incentives to employees with the compensation expense recognized over the period in which the recipient is required to provide service in exchange for the equity award. As of the date of this prospectus, a total of 5,143,150 options and 450,000 issued but not fully vested restricted shares granted under the 2010 Plan are outstanding. If we grant more options, restricted shares or other equity incentives, we could incur significant compensation charges and our results of operations could be adversely affected. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Critical accounting policies" and Note 2 to our consolidated financial statements included in this prospectus for a more detailed presentation of accounting for our share-based compensation.

An economic downturn could result in a decline in business and leisure travel activities, which could materially adversely affect our business.

Our results of operations are affected by many economic factors, including the level of economic activity in the car rental and car service industry in China. Any actual or perceived threat of a financial crisis in China could have an adverse impact on the car rental and car service industry, including a tightening of the credit markets, reduced business and leisure travels, reduced customer spending and volatile fuel prices. According to the National Bureau of Statistics of China, in the first quarter of 2014, China's GDP growth rate was 7.4%, which was the lowest since 2009. Any prolonged slowdown in China's economy might lead to tightened credit market, increased market volatility, sudden drops in business and consumer confidence and dramatic changes in business and consumer behaviors. In response to their perceived uncertainty in economic conditions, our customers may also delay, reduce or cancel their travel activities. To the extent any fluctuations in the Chinese economy significantly affect our customers' demand for our services or change their spending habits, our results of operations may be materially adversely affected.

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Disputes with our strategic partners may arise during our cooperation with such partners, which may result in indemnification or other claims against us and/or termination of the cooperation and have an adverse impact on our business, results of operations and prospects.

We have entered into strategic partnerships with two leading travel service providers, Enterprise and Ctrip. We are the designated and preferred business partner of Ctrip in providing car rental services and Ctrip integrated access to our online reservation system in its Ctrip Travel mobile application in June 2014 as part of our cooperation. In addition, our global affiliation agreement with Enterprise China, entered into in March 2012, provides a wide range of arrangements, including rental referrals and trademark licensing. In performing the obligations under these cooperations, disputes may arise with respect to matters such as the improper use of the relevant licensed intellectual property rights, non-compliance of performance standards, non-competition, resolutions of customer complaints, and reimbursement of expenses relating to rental referrals. We and our strategic partners may have different interpretations of certain contractual provisions in relevant agreement, in particular, the various provisions in these agreements that require, for instance, "reasonable efforts" in rental referrals and "commercially reasonable efforts" to facilitate and support the other party's marketing activities. Our failure to resolve these disputes may subject us to indemnification or other claims from our strategic partners. In addition, our strategic partners may terminate these cooperation arrangements if we commit a material breach of relevant agreement or certain provisions set out in our Series D and Series E share purchase agreements and the investors' rights agreement if such breach is not curable or is not cured within a specified period. Such claims and/or termination of these agreements may adversely affect our business, results of operations and prospects.

We face risks related to natural disasters and health epidemics in China, which may materially adversely affect our business and results of operations.

Our business may be materially adversely affected by natural disasters or the outbreak of health epidemics in China. For example, in May 2008, Sichuan Province suffered a strong earthquake measuring approximately 8.0 on the Richter scale, and in April 14, 2010, another severe earthquake measuring approximately 7.1 hit part of Qinghai province in western China, each of which caused widespread damage and casualties. In addition, in the last decade, China has suffered health epidemics related to the outbreak of avian influenza (including H1N1 and H7N9 subtypes) and severe acute respiratory syndrome, or SARS. If such health epidemics become widespread in China or increase in severity, it may have an adverse effect on economic activities in China, with the potential to severely disrupt our business operations and harm our results of operations. Any future natural disasters or health epidemics in the PRC may also materially adversely affect our business and results of operations. In addition, unfavorable developments in domestic and international politics, including military conflicts, political turmoil and social instability, may also adversely affect consumer confidence and reduce customer spending, which could in turn materially and adversely affect our growth and profitability.

In preparing our consolidated financial statements, we have identified material weaknesses and other control deficiencies in our internal control over financial reporting. If we fail to maintain an effective system of internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud, and investor confidence in our company and the market price of our ADSs may be adversely affected.

We will be subject to reporting obligations under the U.S. securities laws after this offering. Our reporting obligations as a public company will place a significant strain on our management, operational and financial resources and systems for the foreseeable future. Prior to this offering, we have been a private company and have had limited accounting personnel and other resources with which to address our internal control over financial reporting. Our independent registered public

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accounting firm has not conducted an audit of our internal control over financial reporting. In connection with the audit of our consolidated financial statements as of and for the years ended December 31, 2012 and 2013, we and our independent registered public accounting firm identified two material weaknesses and other control deficiencies, each as defined in the standards established by the U.S. Public Company Accounting Oversight Board, or the PCAOB, in our internal control over financial reporting as of December 31, 2013. As defined in the standards established by the PCAOB, a "material weakness" is a significant deficiency, or combination of significant deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a control deficiency, or a combination of control deficiencies, that adversely affects our ability to initiate, authorize, record, process, or report external financial data reliably in accordance with U.S. GAAP such that there is more than a remote likelihood that a misstatement of our financial statements that is more than inconsequential will not be prevented or detected by our employees.

The material weaknesses identified related to insufficient accounting resources and expertise necessary to comply with the U.S. GAAP and lack of sufficient and documented financial closing policies and procedures, specifically those related to period end cut-off, accounts classification and presentation. Neither we nor our independent registered public accounting firm undertook a comprehensive assessment of our internal control for purposes of identifying and reporting material weaknesses and other control deficiencies in our internal control over financial reporting. In light of the material weaknesses and control deficiencies that were identified as a result of the limited procedures performed, we believe it is possible that, had we performed a formal assessment of our internal control over financial reporting or had our independent registered public accounting firm performed an audit of our internal control over financial reporting, additional material weaknesses and control deficiencies may have been identified.

Following the identification of the material weaknesses and other control deficiencies, we have taken measures and plan to continue to take measures to remedy these material weaknesses and control deficiencies. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Internal control over financial reporting" for our remedies to the material weaknesses and control deficiencies. However, the implementation of these measures may not fully address these deficiencies in our internal control over financial reporting, and we cannot conclude that they have been fully remedied. Our failure to correct these material weaknesses and control deficiencies or our failure to discover and address any other material weaknesses and control deficiencies could result in inaccuracies in our financial statements and could also impair our ability to comply with applicable financial reporting requirements and related regulatory filings on a timely basis. As a result, our business, financial condition, results of operations and prospects, as well as the trading price of our ADSs, may be materially and adversely affected. Moreover, ineffective internal control over financial reporting significantly hinders our ability to prevent fraud.

Upon completion of this offering, we will become subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act, or Section 404, will require that we include a report from management on the effectiveness of our internal control over financial reporting in our annual report on Form 20-F beginning with our annual report for the fiscal year ending December 31, 2015. If we fail to remedy the material weaknesses and control deficiencies identified above, our management may conclude that our internal control over financial reporting is not effective. This may adversely impact the market price of our ADSs due to a loss of investor confidence in the reliability of our reporting processes. We will need to incur costs and use management and other resources in order to comply with Section 404.

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Our auditor, like other independent registered public accounting firms operating in China, is not permitted to be subject to inspection by the Public Company Accounting Oversight Board and, as such, investors may be deprived of the benefits of such inspection.

Our independent registered public accounting firm that issued the audit reports included in this prospectus filed with the SEC, as an auditor of companies that are traded publicly in the United States and a firm registered with the PCAOB, is required by the laws of the United States to undergo regular inspections by the PCAOB to assess its compliance with the laws of the United States and professional standards. Because our auditor is located in China, a jurisdiction where the PCAOB is currently unable to conduct inspections without the approval of the PRC authorities, our auditor, like other independent registered public accounting firms operating in China, is currently not inspected by the PCAOB.

Inspections of other firms that the PCAOB has conducted outside of China have identified deficiencies in those firms' audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. The inability of the PCAOB to conduct inspections of independent registered public accounting firms operating in China makes it more difficult to evaluate the effectiveness of our auditor's audit procedures or quality control procedures. As a result, investors may be deprived of the benefits of PCAOB inspections and lose confidence in our reported financial information and procedures and the quality of our financial statements.

Proceedings instituted recently by the SEC against five PRC-based accounting firms, including our independent registered public accounting firm, could result in financial statements being determined to not be in compliance with the requirements of the Exchange Act.

In December 2012, the SEC instituted administrative proceedings under Rule 102(e)(1)(iii) of the SEC's Rules of Practice against five PRC-based accounting firms, including our independent registered public accounting firm, alleging that these firms had violated U.S. securities laws and the SEC's rules and regulations thereunder by failing to provide to the SEC the firms' work papers related to their audits of certain PRC-based companies that are publicly traded in the United States. Rule 102(e)(1)(iii) authorizes the SEC to deny any person, temporarily or permanently, the ability to practice before the SEC if found by the SEC, after notice and opportunity for a hearing, to have willfully violated any such laws or rules and regulations.

On January 22, 2014, an administrative law judge in the SEC issued an initial decision sanctioning four of these accounting firms from practicing before the SEC for six months. These four accounting firms appealed the initial administrative law decision to the SEC. The initial administrative law decision will not become effective until and unless it is endorsed by the commissioners of the SEC. If the SEC's final decision is decided against the accounting firms, the accounting firms can then further appeal the final decision in the federal appellate courts.

While we cannot predict the outcome of these proceedings, if the accounting firms, including our independent registered public accounting firm, were denied, even temporarily, the ability to practice before the SEC, and we are unable to timely find another registered public accounting firm which can audit and issue a report on our financial statements, our financial statements could be determined to not be in compliance with the requirements for financial statements in connection with this offering under the Securities Act of 1933, as amended, or the Securities Act, or we may not be able to meet the reporting requirements under the Exchange Act after our completion of this offering. Such a determination could ultimately lead to the delay or abandonment of this offering, or, after completion of this offering, delisting of our ADSs from NYSE or deregistration from the SEC, or both, which would substantially reduce or effectively terminate the trading of our ADSs in the United States, result in a sharp decline of our market capitalization and materially and adversely affect the value of your investment in our ADSs.

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We are an "emerging growth company" within the meaning of the Securities Act and may take advantage of certain reduced reporting requirements.

We are a "foreign private issuer," as such term is defined in Rule 405 under the Securities Act, and are not required to comply with certain periodic disclosure and current reporting requirements of the Exchange Act. In addition, we are an "emerging growth company," pursuant to the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "emerging growth companies" including, most significantly, not being required to comply with the auditor attestation requirements of Section 404 for so long as we are an emerging growth company until the fifth anniversary from the date of our initial offering. We intend to rely on the exemption from auditor attestation requirement under Section 404.

The JOBS Act also provides that an emerging growth company does not need to comply with any new or revised financial accounting standards until such date that a private company is otherwise required to comply with such new or revised accounting standards. We have elected to "opt out" of this provision and, as a result, we will comply with new or revised accounting standards as required when they are adopted for public companies. This decision to opt out of the extended transition period under the JOBS Act is irrevocable.

We will incur increased costs as a result of being a public company, particularly after we cease to qualify as an "emerging growth company."

Upon completion of this offering, we will become a public company and expect to incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act of 2002, as well as rules subsequently implemented by the SEC and the NYSE, impose various requirements on the corporate governance practices of public companies.

We expect these rules and regulations to increase our legal and financial compliance costs and to make some corporate activities more time-consuming and costly. In particular, as an emerging growth company, we intent to rely on certain exemptions from various reporting requirements that are applicable generally to public companies. After we are no longer an "emerging growth company," we expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the requirements of Section 404 and the other rules and regulations of the SEC. For example, as a result of becoming a public company, we will need to increase the number of independent directors and adopt policies regarding internal controls and disclosure controls and procedures. We also expect that operating as a public company will make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. In addition, we will incur additional costs associated with our public company reporting requirements. It may also be more difficult for us to find qualified persons to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate with any degree of certainty the amount of additional costs we may incur or the timing of such costs.

In the past, shareholders of a public company often brought securities class action suits against the company following periods of instability in the market price of that company's securities. If we were involved in a class action suit, it could divert a significant amount of our management's attention and other resources from our business and operations, which could harm our results of operations and require us to incur significant expenses to defend the suit. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our financial condition and results of operations.

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Risks related to doing business in China

Adverse changes in economic and political policies of the PRC government could have a material adverse effect on the overall economic growth of China, which could materially and adversely affect our business.

All of our business operations are conducted in China. As the car rental and car service industry is highly sensitive to business and personal discretionary spending levels, it tends to decline during periods of general economic downturn. If China's car rental and car service industry fails to grow as fast as it is forecasted, our focused car rentals and car services business will also be adversely affected. Accordingly, our business, results of operations, financial condition and prospects are subject to a significant degree to economic, political and legal developments in China. Although the Chinese economy is no longer a planned economy, the PRC government continues to exercise significant control over China's economic growth through direct allocation of resources, monetary and tax policies, and other government policies such as those that encourage or restrict investment in certain industries by foreign investors, control the exchange between Renminbi and foreign currencies, and regulate the growth of the general or a specific market. This government involvement has been instrumental in China's significant growth in the past 30 years. The PRC government has adopted policies aimed at stimulating the economic growth in China. If the PRC government's current or future policies fail to help the Chinese economy achieve further growth or if any aspect of the PRC government's policies, such as measures related to the car rental and car service industry or on interest rate and tax regulations, limits the growth of the car rental and car service industry in China, our business, growth rate, strategies or results of operations could be materially and adversely affected.

Uncertainties with respect to the PRC legal system could adversely affect us.

We conduct our business primarily through our subsidiaries in China. Our operations in China are governed by the PRC laws and regulations. The PRC legal system is based on statutes. Prior court decisions may be cited for reference but have limited precedential value.

Since 1979, PRC legislation and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. However, China has not developed a fully integrated legal system and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. In particular, because these laws and regulations are relatively new, and because of the limited volume of published decisions and their nonbinding nature, the interpretation and enforcement of these laws and regulations involve uncertainties. In addition, the PRC legal system is based in part on government policies and internal rules (some of which are not published on a timely basis or at all) that may have a retroactive effect. As a result, we may not be aware of our violation of these policies and rules until some time after the violation. Furthermore, intellectual property rights, trade mark and confidentiality protections in China may not be as effective as in the United States or other countries. We cannot predict the effect of future developments in the PRC legal system, including the promulgation of new laws, changes to existing laws or the interpretation or enforcement thereof, or the preemption of local regulations by national laws. These uncertainties could limit the legal protections available to us and other foreign investors, including you. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention.

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Failure in obtaining all of the requisite permits, licenses or making all of the requisite filings or registrations or meeting other regulatory requirements for operating car rentals and car services business in China by us or any third-party service provider who cooperates with us may subject us to fines or other administrative actions.

As a car rentals and car services provider in China, we are subject to a number of permit, license, filing and other regulatory requirements for the car rentals and car services business. As the car rental and car service industry is at an early stage of development in China, the legislations continue to evolve and there are currently no national laws or regulations specifically regulating the car rental and car service industry except for the Notice on Promoting the Healthy Development of Car Rental Industry, or the 2011 MOT Notice, promulgated in April 2011 by the Ministry of Transport, or the MOT, which only sets forth certain general guidelines for the emerging car rental industry in China. See "Regulations—Regulations on car rental and car service industry." The car rental and car service industry is mainly regulated by government authorities at local levels, which impose various regulatory requirements on the operating entities, vehicles or drivers, and such regulatory requirements vary from one place to another. The practice of local authorities may also deviate from the existing local rules. Some local authorities do not accept or process applications for certain permits, licenses or filings as required under the local rules. Furthermore, due to the unclear regulatory boundaries between car rentals or car services business and road transportation businesses or taxi businesses, although we do not believe any of our operating subsidiaries is a road passenger transportation service provider or a taxi service provider as our services are characterized by distinctive features, we cannot assure you that the government authorities take the same view as ours or will not change their views in the future.

According to the 2011 MOT Notice, a car rental company must obtain appropriate approval before it may conduct road passenger transportation business. However, the 2011 MOT Notice does not define the term "road passenger transportation business." Furthermore, some local rules explicitly restrict a car rental company from concurrently providing chauffeur services and car rental services through the same entity. In August 2011, Shanghai Municipal Transport and Port Authority issued Certain Opinions on Standardizing the Regulation of Car Rental Industry, which provides that car rental companies shall not provide drivers for the vehicles they rent but may at the requests of their customers sign service agent contracts on behalf of their customers with third-party labor service companies, under which the labor service companies may provide drivers to car rental customers. See "Regulations—Regulations on car rental and car service industry." We currently provide chauffeured car services primarily to our corporate clients and generally enter into long-term framework agreements with these corporate clients, pursuant to which our vehicles and chauffeur services are provided by different subsidiaries under separate contracts. Our PRC counsel, Grandall Law Firm (Shanghai), has advised us that such business arrangements are not in violation of any existing applicable laws, regulations at national level or local rules of cities where we currently provide chauffeured car services in China. However, we cannot assure you that relevant local government authorities will not interpret the laws and regulations differently, find our activities in violation of relevant laws and regulations and impose penalties on us. If the relevant local government authorities is of the view that our business arrangements of chauffeured car services are not in compliance with applicable laws and regulations, we may be subject to fines and other administrative actions in some cities where we have provided such services.

Furthermore, a company that sets up a branch to conduct business in a location outside its domicile must have such the branch registered with the local counterpart of the State Administration for Industry and Commerce, or SAIC. Please see "Regulations—Regulations on registration of branch companies."

As a result of the inconsistency in local rules and their interpretation and implementation, as well as fast expansion of our business, we have not obtained, made or timely renewed all of the requisite permits, licenses, filings or registrations for our business operations or fully complied with all other regulatory requirements applicable in the cities in which we currently operate our car rentals and car services business. In addition, we are in the process of renewing permits or licenses of certain

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subsidiaries such as Guangzhou Haida Car Rental Co., Ltd. We cannot assure you that we will obtain or successfully renew all of the requisite permits and/or licenses, make all of the requisite filings or registrations or set up all necessary branches in a timely manner, or comply with all other regulatory requirements in the future. Moreover, we cannot assure you that all the third-party service providers engaged by us have met all such regulatory requirements either, which may subject us to fines and other administrative actions. Government authorities at various levels may promulgate new regulations or rules, or change their interpretation or implementation of existing regulations and rules, which may subject us to new regulatory requirements that we may not be able to meet in a timely manner, or at all.

As the car rental and car service industry is mainly regulated by government authorities at local levels, penalties arising from failure to obtain or renew any required permits, licenses or filings in a timely manner or at all or comply with any existing or future laws and regulations may be different in different locations, which generally include a fine up to RMB100,000 or up to ten times of the amount of illegal income per violation (depending on the amount of illegal income, if any), confiscation of illegal income, suspension of operations, detention of cars, revocation of the licenses or permits required for business operations. In addition, any business operation by a branch without a valid business license may subject to a fine up to RMB100,000.

Government control over currency conversion may limit our ability to issue dividends to our shareholders in foreign currencies, and may therefore adversely affect the value of your investment.

The PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. We receive substantially all of our revenues in Renminbi. Under our current corporate structure, our Cayman Islands holding company may rely on dividend payments from our PRC subsidiaries to fund any cash and financing requirements we may have. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from the PRC State Administration of Foreign Exchange, or SAFE, by complying with certain procedural requirements. Therefore, our PRC subsidiaries are able to pay dividends in foreign currencies to us without prior approval from SAFE by complying with certain procedural requirements. However, approval from or registration with the appropriate government authorities is required where Renminbi are to be converted into foreign currencies and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also at its discretion restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders, including holders of our ADSs.

Fluctuations in exchange rate may have a material adverse effect on our results of operations and the value of your investment.

We generate substantially all of our revenues and incur substantially all of our expenses in Renminbi. The net proceeds from this offering will be denominated in U.S. dollars. As a result, fluctuations in the exchange rates between the U.S. dollar and Renminbi will affect the relative purchasing power in Renminbi terms of our U.S. dollar assets and the proceeds from this offering. As the functional currency for our operations is Renminbi, fluctuations in the exchange rates may also cause us to incur foreign exchange losses on any foreign currency holdings they may have. In addition, appreciation or depreciation in the value of Renminbi relative to the U.S. dollar would affect our financial results in U.S. dollar terms without giving effect to any underlying change in our business or results of operations. If we decide to convert our Renminbi into U.S. dollars for the purpose of making

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payments for dividends on our ADSs or for other business purposes, appreciation of U.S. dollar against Renminbi would have a negative effect on the U.S. dollar amount available to us.

The value of Renminbi against U.S. dollars and other currencies is affected by, among other things, changes in China's political and economic conditions and China's foreign exchange policies. In July 2005, the PRC government changed its decade-old policy of pegging the value of Renminbi to U.S. dollars, and Renminbi appreciated more than 20% against U.S. dollars over the following three years. However, the People's Bank of China regularly intervenes in the foreign exchange market to limit fluctuations in Renminbi exchange rates to achieve policy goals. During the period between July 2008 and June 2010, the exchange rates between Renminbi and the U.S. dollars had been stable and traded within a narrow range. However, Renminbi fluctuated significantly during that period against other freely traded currencies, in tandem with U.S. dollars. Since June 2010, Renminbi has started to slowly appreciate against the U.S. dollars, though there have been periods recently when U.S. dollars appreciated against Renminbi. It is difficult to predict how long the current situation may last and when and how the relationship between Renminbi and U.S. dollars may change again.

There remains significant international pressure on the PRC government to adopt a flexible currency policy. Any significant appreciation or depreciation of Renminbi may materially and adversely affect our revenues, earnings and financial position, and the value of, and any dividends payable on, our ADSs in U.S. dollars. For example, to the extent that we need to convert U.S. dollars we receive from this offering into Renminbi to pay our operating expenses, appreciation of Renminbi against U.S. dollars would have an adverse effect on the Renminbi amount we would receive from the conversion. Conversely, a significant depreciation of Renminbi against the U.S. dollar may significantly reduce the amount of U.S. dollars equivalent of our earnings, which in turn could adversely affect the price of our ADSs.

Very limited hedging options are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into hedging transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to adequately hedge our exposure or at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert Renminbi into foreign currencies. As a result, fluctuations in exchange rates may have a material adverse effect on your investment.

The approval of the China Securities Regulatory Commission, or the CSRC, may be required in connection with this offering, which may delay or create other uncertainties for this offering.

In 2006, six PRC regulatory agencies, including the CSRC, jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, which became effective on September 8, 2006 and was amended on June 22, 2009. See "Regulations—Regulations on overseas listing." Under the M&A Rules, the prior approval of the CSRC is required for the overseas listing of offshore special purpose vehicles that are directly or indirectly controlled by the PRC companies or individuals and used for the purpose of listing PRC onshore interests on an overseas stock exchange. The application of the M&A Rules remains unclear. Currently, there is no consensus among the leading PRC law firms regarding the scope and applicability of the CSRC approval requirement. Our PRC counsel, Grandall Law Firm (Shanghai), has advised us that the CSRC approval is not required in the context of this offering and the listing and trading of the ADSs on the NYSE because we are not a special purpose vehicle as defined under the M&A Rules and this regulation does not require an application to be submitted to the CSRC for the approval of the listing and trading of our ADSs on the NYSE. However, we and our PRC counsel cannot assure you that the relevant PRC government agencies, including the CSRC, would reach the same conclusion as our PRC counsel does or would not adopt interpretation or amendment of the M&A Rules, or any new rules, regulations or directives that require us to obtain CSRC approval in the future. If the CSRC or another

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PRC regulatory body subsequently determines that we need to obtain CSRC approval for this offering either by interpretation, clarification or amendment of the M&A Rules or by any new rules, regulations or directives or in any other ways, we may face sanctions by the CSRC or other PRC regulatory agencies. In such event, these regulatory agencies may impose fines and penalties on our operations in the PRC, limit our operations in the PRC, delay or restrict the repatriation of the proceeds from this offering into the PRC or take other actions that could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our ADSs. The CSRC or other PRC regulatory agencies may also take actions requiring us, or making it advisable for us, to halt this offering before settlement and delivery of the ADSs offered hereby.

PRC regulations regarding mergers and acquisitions may make it more difficult for us to make future acquisitions or dispositions of our business operations or assets in China.

The M&A Rules also established additional procedures and requirements that could make merger and acquisition activities by foreign investors more complex and time-consuming. For example, the Ministry of Commerce, or MOFCOM, shall be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise or a foreign company with substantial PRC operations if certain thresholds under the Provisions on Thresholds for Prior Notification of Concentrations of Undertakings issued by the State Council on August 3, 2008 are triggered. Furthermore, MOFCOM promulgated the Rules of Ministry of Commerce on Implementation of Security Review System of Mergers and Acquisitions of Domestic Enterprises by Foreign Investors in August 2011, or the MOFCOM Security Review Rules, which came into effect on September 1, 2011, to implement the Notice of the General Office of the State Council on Establishing the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors promulgated on February 3, 2011, or Circular No. 6. According to Circular No. 6, a security review is required for mergers and acquisitions of PRC domestic enterprises by foreign investors (i) having "national defense and security" concerns, and (ii) where the foreign investors may acquire the "de facto control" of the PRC domestic enterprises having national security concerns such as key farm products, key energy and resources, and key infrastructure, transportation, technology and major equipment manufacturing industries. Circular No. 6, however, does not define the term of "key" or "major," nor has it exhausted all the industries that may be deemed as sensitive industries subject to the security review. According to the MOFCOM Security Review Rules, when deciding whether a specific merger or acquisition of a domestic enterprise by foreign investors is subject to the security review by MOFCOM, the principle of "substance over form" should be applied and foreign investors are prohibited from bypassing the security review requirement by structuring transactions through nominee holding structure, trusts, indirect investments, leases, loans, control through contractual arrangements, offshore transactions, or other means. PRC Anti-trust Law also requires certain merger and acquisition transactions be subject to merger control review by MOFCOM, and we may not be able to obtain necessary approval in case of our future merger and acquisitions.

If we do not seek the necessary approval, we could be subject to administrative fines or other penalties imposed by the relevant PRC authorities. However, because there are not always specific provisions of the fines or penalties for such violations under current PRC laws and regulations, it is uncertain what penalties we may face. In the future, we may grow our business in part by acquiring complementary businesses. Complying with the requirements of the M&A Rules, the MOFCOM Security Review Rules, PRC Anti-trust Law and other related regulations to complete such transactions could be time-consuming and any approval procedures, including obtaining approval from the MOFCOM or its local counterparts, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share. In addition, such additional procedures and requirements could make it more difficult or time-consuming for us to dispose of any of our business operations or assets in China.

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We may be classified as a "resident enterprise" for PRC enterprise income tax purposes; such classification could result in unfavorable tax consequences to us and our non-PRC shareholders.

The Enterprise Income Tax Law of the PRC, or the EIT Law, and its Implementing Rules, both of which came into effect on January 1, 2008, provide that enterprises established outside of China whose "de facto management bodies" are located in China are considered PRC "resident enterprises" and will generally be subject to the uniform 25% PRC enterprise income tax rate on their global income. Under the Implementing Rules of the EIT Law, a "de facto management body" is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and other assets of an enterprise. In addition, a tax circular issued by the State Administration of Taxation, or the SAT, on April 22, 2009, referred to as Circular 82, provides that certain Chinese-invested enterprises controlled by PRC enterprises or PRC enterprise groups and established outside of China will be classified as resident enterprises only if all the following are located or resident in China: senior management personnel and departments that are responsible for daily production, operation and management; financial and personnel decision making bodies; key properties, accounting books, company seal, and minutes of board meetings and shareholders' meetings; and half or more of the senior management or directors with voting rights. Circular 82 also clarified that dividends and other income paid by such resident enterprises will be considered to be PRC sourced income and subject to PRC enterprise income tax. However, as Circular 82 only applies to enterprises established outside of China that are controlled by PRC enterprises or PRC enterprise groups, it remains unclear how the tax authorities will determine the location of "de facto management bodies" for overseas incorporated enterprises controlled by foreign individuals and entities like us or our offshore subsidiaries. We believe that neither our company nor any of offshore subsidiaries meets all the criteria set forth in Circular 82, because as holding companies, their key assets and records, including board and shareholders resolutions and minutes of board meetings and shareholders meetings, are located and maintained outside the PRC. In addition, we are not aware of any offshore holding company with a corporate structure similar to ours that has been deemed a PRC "resident enterprise" by the PRC tax authorities. Therefore, we believe neither our company nor any of our offshore subsidiaries should be deemed as a "resident enterprise" for PRC tax purposes. However, the tax resident status of our offshore entities is subject to determination by relevant PRC tax authorities and uncertainties remain with respect to their interpretation of the term "de facto management body" as applicable to our offshore entities. We will continue to monitor our tax status. If our company or any of our offshore subsidiaries is considered a "resident enterprise" for PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences could follow. First, our company or any of our offshore subsidiaries will be subject to the uniform 25% enterprise income tax rate on our global income and will have PRC enterprise income tax reporting obligations. Second, although under the EIT Law and its Implementing Rules dividends paid to us from our PRC subsidiaries would qualify as "tax-exempted income", we cannot assure you that such dividends paid to our company or our Hong Kong subsidiaries will not be subject to enterprise income tax because the relevant PRC government authorities have not yet issued guidance with respect to the processing of outbound remittances to overseas incorporated enterprises controlled by foreign individuals and entities like us that are treated as resident enterprises for PRC enterprise income tax purposes. Finally, dividends payable by us to our non-PRC investors or gains from the transfer of our common shares or ADSs may become subject to PRC withholding tax. Failure or delay in fulfilling such tax obligations may cause penalties imposed by PRC tax authorities.

The EIT Law will affect tax exemptions on the dividends we receive and we may not be able to obtain certain treaty benefits on such dividends.

We are a holding company incorporated under the laws of the Cayman Islands. We conduct substantially all of our business through our PRC subsidiaries and we derive all of our income from these subsidiaries. Prior to January 1, 2008, dividends received by foreign investors from foreign-

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invested enterprises in China were exempted from withholding tax. However, such tax exemption ceased after January 1, 2008 with the effectiveness of the EIT Law and its Implementing Rules, and a withholding tax rate of 10% will apply on such dividends (subject to reductions by the relevant tax treaties or similar tax arrangements, if applicable) except for accumulated and undistributed profit generated by foreign-invested enterprises before January 1, 2008 and distributed to foreign investors after the year of 2008.

According to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Prevention of Fiscal Evasion with respect to Taxes on Income, signed on August 21, 2006, or the Hong Kong Tax Treaty, a company incorporated in Hong Kong, such as eHi Hong Kong and L&L, is subject to withholding income tax at a rate of 5% on dividends it receives from its PRC subsidiaries if it holds a 25% or more interest in such PRC subsidiaries, or at a rate of 10% if it holds less than a 25% interest in such subsidiaries. In addition, the SAT promulgated a tax circular on October 27, 2009, or Circular 601, which provides that tax treaty benefits will be denied to "conduit" or shell companies without business substance, and a beneficial ownership analysis will be used based on a "substance over form" principle to determine whether or not to grant tax treaty benefits. On June 29, 2012, the SAT issued the Announcement of the SAT regarding Recognition of "Beneficial Owner" under Tax Treaties, or Announcement 30, which provides that a comprehensive analysis should be made when determining the beneficial owner status based on various factors that are supported by various types of documents, including the articles of association, financial statements, records of cash movements, board meeting minutes, board resolutions, staffing and materials, relevant expenditures, functions and risk assumption as well as relevant contracts and other information. As a result, although our Hong Kong subsidiaries eHi Hong Kong and L&L, each holds an interest of more than 25% in the PRC subsidiaries, it's more likely than not that eHi Hong Kong and L&L, as holding companies without other business substance, would not be entitled to the tax treaty benefits and enjoy the favorable 5% rate applicable under the Hong Kong Tax Treaty on dividends. If eHi Hong Kong and L&L cannot be recognized as the beneficial owner of the dividends to be paid by our PRC subsidiaries to us, such dividends will be subject to a withholding tax of 10% as provided by the EIT Law. As of the date of this prospectus, our PRC subsidiaries have not paid any dividends, and do not currently plan to pay dividends in the foreseeable future, to our company and Hong Kong subsidiaries.

We may be subject to additional tax payments as a result of the recent changes in PRC tax law.

As a result of the VAT Pilot program, in general, we are subject to a 17% VAT for car rentals and an 11% VAT for car services, which have the effect of reducing our net revenues. Despite the decrease in net revenues, we can benefit from the deductible VAT we paid for vehicle purchases to offset the increased tax payments. In February 2012, relevant local government authorities in Shanghai issued a notice to provide financial subsidies to companies incorporated in Shanghai which are subject to a higher tax burden due to the VAT Pilot Program. However, such financial subsidies may not be able to offset the increased taxes resulting from the VAT Pilot Program. The VAT Pilot Program is new, and the interpretation and enforcement of such program may differ in different regions and may involve uncertainties. If we are unable to obtain sufficient qualified VAT invoices from our suppliers to offset the increased tax payments and the financial subsidies from the government are not sufficient to make

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up for the increased tax burden, the VAT Pilot Program will have a material adverse effect on our financial condition and results of operations.

Limitations on the ability of our operating subsidiaries to pay dividends or other distributions to us could have a material adverse effect on our ability to conduct our business.

As a holding company, we rely principally on dividends and other distributions on equity paid by our PRC subsidiaries for our cash requirements, including funds necessary to service any debt we may incur. If any of our PRC subsidiaries incurs debt on its own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us. Furthermore, relevant PRC laws and regulations permit payments of dividends by our PRC subsidiaries only out of their retained earnings, if any, determined in accordance with PRC accounting standards and regulations. Under PRC laws and regulations, our PRC subsidiaries are required to set aside a portion of their net income each year to fund a statutory reserve or reserve fund. This reserve is not distributable as dividends. As a result, our PRC subsidiaries are restricted in their ability to transfer a portion of their net assets to us in the form of dividends, loans or advances.

Under existing PRC foreign exchange regulation, payments of current account items, including profit distributions, interest payments and trade and service-related foreign exchange transactions, can be made in foreign currencies without SAFE approval by complying with certain procedural requirements. However, approval from or registration with competent government authorities is required where the Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may at its discretion restrict access to foreign currencies for current account transactions in the future. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demands, we may not be able to pay dividends in foreign currencies to our shareholders. Further, there is no assurance that new regulations will not be promulgated in the future that would have the effect of further restricting the ability of our operating subsidiaries to pay dividends or other distributions out of PRC.

PRC regulations relating to the establishment of offshore special purpose vehicles by PRC residents may subject our PRC resident shareholders or us to penalties and limit our ability to acquire PRC companies or inject capital into our PRC subsidiaries, limit our PRC subsidiaries' ability to increase their registered capital or distribute profits to us, or otherwise adversely affect us.

On July 4, 2014, the SAFE issued the Notice on Issues Relating to the Administration of Foreign Exchange for Overseas Investment and Financing and Reverse Investment by Domestic Residents via Special Purpose Vehicles, or Circular 37, which replaced the Notice on Issues Relating to the Administration of Foreign Exchange for the Financing and Reverse Investment by Domestic Residents via Offshore Special Purpose Vehicles issued by SAFE in October 2005, or Circular 75. Pursuant to Circular 37, any PRC residents, including both PRC institutions and individual residents, are required to register with the local SAFE branch before making contribution to a company set up or controlled by the PRC residents outside of the PRC for the purpose of overseas investment or financing with their legally owned domestic or offshore assets or interests, referred to in this circular as a "special purpose vehicle." Under Circular 37, the term "PRC institutions" refers to entities with legal person status or other economic organizations established within the territory of the PRC. The term "PRC individual residents" includes all PRC citizens (also including PRC citizens abroad) and foreigners who habitually reside in the PRC for economic benefits. A registered special purpose vehicle is required to amend its SAFE registration in the event of any change of basic information including PRC individual resident shareholder, name, term of operation, or PRC individual resident's increase or decrease of capital, transfer or exchange of shares, merger, division or other material changes. In addition, if a non-listed special purpose vehicle grants any equity incentives to directors, supervisors or employees of domestic companies under its direct or indirect control, the relevant PRC individual residents could register with

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the local SAFE branch before exercising such options. The SAFE simultaneously issued a series of guidances to its local branches with respect to the implementation of Circular 37. Circular 37 modified certain defined terms under Circular 75 to clarify the SAFE registration scope. For example, Circular 37 broadened the definition of special purpose vehicle to offshore entities that were (i) established for the purpose of overseas investments by PRC residents (in addition to for the purpose of financing as defined under Circular 75) and (ii) established by PRC residents with their legally owned offshore assets or interests (in addition to domestic assets or interests as defined under Circular 75); and it also broadened the definition of reverse investment to include establishing new foreign invested entities or projects as a way of domestic direct investment by PRC residents, directly or indirectly, through special purpose vehicle, which was excluded by Circular 75. Furthermore, Circular 37 modified certain SAFE registration procedures and requirements for special purpose vehicles and clarified the SAFE registration procedures for equity incentive awards granted by non-listed special purpose vehicles to directors, supervisors or employees of their controlled domestic companies. We have requested our current shareholders and/or beneficial owners to disclose whether they or their shareholders or beneficial owners fall within the ambit of the SAFE notice and urge those who are PRC residents to register with the local SAFE branch as required under the SAFE notice. As Circular 37 was newly promulgated, there is uncertainty as to its application and interpretation. We cannot assure you that our shareholders and/or beneficial owners have fully complied with registration requirement under Circular 37. The failure of these shareholders and/or beneficial owners to timely register or amend their SAFE registrations pursuant to the SAFE notice or the failure of future shareholders and/or beneficial owners of our company who are PRC residents to comply with the registration procedures set forth in the SAFE notice may subject such shareholders, beneficial owners and/or our PRC subsidiaries to fines and legal sanctions and may also limit our ability to contribute additional capital into our PRC subsidiaries, limit our PRC subsidiaries' ability to distribute dividends to our company or otherwise adversely affect our business.

PRC regulations of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from using the proceeds of this offering to make loans or additional capital contributions to our PRC operating subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

In utilizing the proceeds of this offering in the manner described in "Use of Proceeds" herein, as an offshore holding company of our PRC operating subsidiaries, we may make loans to our PRC subsidiaries. Any loans to our PRC subsidiaries are subject to PRC regulations. For example, loans by us to our subsidiaries in China, which are foreign invested enterprises, to finance their activities cannot exceed statutory limits and must be registered with SAFE or its local branches (if in foreign currencies) or with the People's Bank of China, or the PBOC, or its local branches and SAFE or its local branches (if in Renminbi).

We may also decide to finance our subsidiaries by means of capital contributions. These capital contributions must be approved by MOFCOM on its local branches. If these capital contributions are made in Renminbi, they must also be registered with the PBOC or its local branch after obtaining the approval from MOFCOM and the business license. See "Regulations—Regulations on cross-border direct investment in Renminbi." We cannot assure you that we will obtain these government approvals and registrations on a timely basis, if at all, with respect to future loans or capital contributions by us to our PRC subsidiaries. If we fail to receive such approvals and registrations, our ability to use the proceeds of this offering and to capitalize our PRC operations may be negatively affected, which could materially and adversely affect our liquidity and our ability to fund and expand our business.

On August 29, 2008, SAFE promulgated Circular 142, which requires that the registered capital of a foreign-invested company converted from foreign currencies only be used for purposes within the business scope approved by the applicable government authority and may not be used for equity investments or real estate investments in China. In addition, a foreign-invested company may not

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change the use of its Renminbi denominated registered capital that is converted from foreign currencies without SAFE's prior approval. Violations of Circular 142 and other regulations on foreign currency exchange could result in severe penalties, including fines and confiscation of illegal gains. As a result, Circular 142 may significantly limit our ability to transfer the net proceeds from our offerings and subsequent financings to our PRC subsidiaries, which may adversely affect our liquidity and our ability to fund and expend our business in the PRC.

Furthermore, on November 9, 2010, SAFE promulgated the Notice Relating to Strengthening the Administration of Foreign Exchange Businesses, which tightens the regulation on the settlement of net proceeds from overseas offerings, such as this offering. The restrictions imposed by Circular 142 and other relevant regulations have limited, and will continue to limit, our ability to deploy funds in our PRC subsidiaries in a manner most efficient for our business operations. Also, we may not be able to convert the net proceeds from this offering into Renminbi to invest in or acquire any other PRC companies, or establish other subsidiaries in China. See "Regulations—Regulations on foreign currency exchange and dividend distribution".

We and our investors might face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.

Pursuant to the Notice on Strengthening Administration of Enterprise Income Tax for Share Transfers by Non-PRC Resident Enterprises, or Circular 698, issued by the SAT on December 10, 2009 with retroactive effect from January 1, 2008, when a non-PRC resident enterprise transfers the equity interests of a PRC resident enterprise indirectly by disposing of the equity interests of an overseas holding company, or an Indirect Transfer, and such overseas holding company is located in a tax jurisdiction that: (i) has an effective tax rate less than 12.5% or (ii) does not tax foreign income of its residents, non-PRC resident enterprise, being the transferor, shall report this Indirect Transfer to the competent tax authority of the PRC resident enterprise. Using a "substance over form" principle, the PRC tax authority may disregard the existence of the overseas holding company if the Indirect Transfer lacks a reasonable commercial purpose and is arranged for the purpose of reducing, avoiding or deferring PRC tax. As a result, gains derived from such Indirect Transfer may be subject to PRC enterprise income tax at a rate of up to 10%. Circular 698 also provides that in the event that a non-PRC resident enterprise transfers its equity interests in a PRC resident enterprise to its related parties at a price lower than their fair market value, the relevant tax authority has the power to make a reasonable adjustment to the taxable income of the transaction. In addition, SAT released SAT Public Notice (2011) No. 24, or Public Notice 24, which took effect on April 1, 2011, to clarify several issues related to Circular 698. Under Public Notice 24, the term "effective tax rate" refers to the effective tax rate on the gain derived from a disposition of any equity interest of an overseas holding company. There is uncertainty as to the application of Circular 698. For example, while the term "Indirect Transfer" is not clearly defined, it is understood that the relevant PRC tax authorities have jurisdiction regarding requests for information over a wide range of foreign entities having no direct contact with China. Moreover, the implementation of Circular 698, such as the process and format of the reporting of an Indirect Transfer to the competent tax authority of the relevant PRC resident enterprise, remains unclear. In addition, there is no formal declaration with regard to how to determine whether a foreign investor has adopted an abusive arrangement in order to reduce, avoid or defer PRC tax. Although Circular 698 does not apply to the situation where both the purchase and the sales of shares of PRC resident enterprises are on a public stock exchange, Circular 698 may be determined by the tax authorities to be applicable to transactions such as our future disposal of subsidiaries, acquisitions of complementary businesses, or restructuring of our organizational structure where non-PRC resident investors are involved. As a result, our company and our non-PRC resident investors, other than those purchasing and selling shares on a public exchange, may, when doing the above-mentioned transactions, become at risk of being taxed under Circular 698 and may be required to expend valuable resources to comply with Circular 698 or to establish that we or our non-PRC resident shareholders should not be

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taxed under Circular 698, which may have a material adverse effect on our financial condition and results of operations or such non-PRC resident investors' investments in us.

If the PRC government deems that the contractual arrangements in relation to our variable interest entity do not comply with PRC governmental restrictions on foreign investment, or if these regulations or the interpretation of existing regulations changes in the future, we could be subject to penalties or be forced to relinquish our interests in the variable interest entity.

Foreign ownership of certain types of Internet and mobile services is subject to restrictions under applicable PRC laws, rules and regulations. For example, a commercial operator of Internet content services must obtain a value-added telecommunication business operating license, or ICP license, issued by the appropriate telecommunications authorities. Our current operations are not subject to the ICP license requirements. To further expand our Internet and mobile services, we entered into a series of contractual arrangements in March 2014 with our PRC incorporated variable interest entity eHi Information, and its shareholders. eHi Information is currently in the process of applying for the ICP license from the relevant telecommunication authorities. eHi Information currently does not have any operation and we do not expect eHi Information to contribute a material portion of our net revenues and operations in the foreseeable future.

These contractual arrangements provide us with effective control over the variable interest entity and provide us the right to obtain substantially all of the economic benefits from the variable interest entity. Although this structure is commonly adopted by many Internet companies in China, the relevant PRC regulatory authorities have broad discretion in determining whether a particular contractual structure is in violation of the law. For example, on July 13, 2006, the Ministry of Information Industry, the predecessor of the Ministry of Industry and Information Technology, or the MIIT publicly released the Notice on Strengthening the Administration of Foreign Investment in Operating Value-added Telecommunications Business, or the MIIT Notice, which reiterates certain provisions under the Administrative Rules for Foreign Investments in Telecommunications Enterprises promulgated by the State Council in 2001 and amended in 2008 prohibiting a domestic company that holds an ICP license, from renting, transferring or selling a telecommunications license to foreign investors in any form, or providing any resources, sites or facilities to foreign investors that intend to conduct value-added telecommunication business illegally in China. Trademarks and domain names that are used in the provision of Internet content services must be owned by the ICP license holder. There is currently no official interpretation or implementation practice under the MIIT Notice. Due to a lack of interpretative materials from the authorities, it is uncertain whether the MIIT would consider our corporate structure and the contractual arrangements as a kind of foreign investment in telecommunication services. Therefore, it is unclear what impact the MIIT Notice might have on us. The PRC government may not agree that these arrangements comply with PRC licensing, registration or other regulatory requirements, with existing policies or with requirements or policies that may be adopted in the future.

In the opinion of Grandall Law Firm (Shanghai), our PRC counsel, the ownership structures of our wholly foreign owned enterprise and our variable interest entity in China do not violate any applicable PRC law, regulation or rule currently in effect; and the contractual arrangements between our wholly foreign owned enterprise, our variable interest entity and its equity holders governed by PRC law are valid, binding and enforceable in accordance with their terms and applicable PRC laws and regulations currently in effect and do not violate any applicable PRC law, rule or regulation currently in effect. However, our PRC counsel has also advised us that there are substantial uncertainties regarding the interpretation and application of current PRC laws, rules and regulations. Accordingly, the PRC regulatory authorities and PRC courts may in the future take a view that is contrary to the opinion of our PRC legal counsel.

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It is uncertain whether any new PRC laws, rules or regulations relating to variable interest entity structures will be adopted or if adopted, what they would provide. If we, our PRC subsidiaries or our variable interest entity are found to be in violation of any existing or future PRC laws, rules or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures, including revoking the business and operating licenses of our PRC subsidiaries or the variable interest entity, requiring us to discontinue or restrict certain Internet operations, requiring us to restructure or taking other regulatory or enforcement actions against us. If we are not able to restructure our ownership structure and operations in a satisfactory manner, our ability to expand our Internet and mobile services may be limited.

Our contractual arrangements may not be as effective in providing control over the variable interest entity as direct ownership.

We entered into contractual arrangements with our variable interest entity. These contractual arrangements may not be as effective as direct ownership in providing us with control over our variable interest entity.

If we had direct ownership of the variable interest entity, we would be able to exercise our rights as an equity holder directly to effect changes in the boards of directors of the entity, which could effect changes at the management and operational level. Under our contractual arrangements, we rely on the variable interest entity and the variable interest entity equity holders to perform their obligations in order to exercise our control over the variable interest entity. The variable interest entity equity holders may have conflicts of interest with us or our shareholders, and they may not act in the best interests of our company or may not perform their obligations under these contracts. We may replace the equity holders of the variable interest entity at any time pursuant to the contractual arrangements. However, if any dispute relating to these contracts remains unresolved, we will have to enforce our rights under the contractual arrangements through the operations of PRC law and courts, which will be subject to uncertainties in the PRC legal system. Consequently, the contractual arrangements may not be as effective in ensuring our control over the relevant portion of our business operations as direct ownership.

It may be difficult to effect service of process upon, or to enforce judgments against us, our directors or our senior management members who reside in the PRC.

Because most of our officers and directors will reside outside of the United States, it may be difficult, if not impossible, to acquire jurisdiction over these persons in the event a lawsuit is initiated by shareholders in the United States against us and/or our officers and directors. It is also unclear if the Treaty of People's Republic of China and United States of America on Criminal Judicial Assistance currently in effect between the United States and the PRC would permit effective enforcement of criminal penalties under United States federal securities laws. Furthermore, because substantially all of our assets are located in the PRC, it would also be extremely difficult to access those assets to satisfy an award entered against us in a United States court. Moreover, we have been advised that the PRC does not have treaties with the United States providing for the reciprocal recognition and enforcement of judgments of courts. As a result, it may not be possible for investors in the United States to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers under federal securities laws.

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We may be subject to fines and legal sanctions imposed by the SAFE or other Chinese government authorities if we or our employees fail to comply with PRC regulations relating to employee share incentive plans adopted by overseas-listed companies for PRC domestic individuals.

On December 25, 2006, the PBOC issued the Administration Measures on Individual Foreign Exchange Control, or the PBOC Regulation. On January 5, 2007, the SAFE issued the Implementing Rules for the PBOC Regulation. Both of these regulations became effective on February 1, 2007. According to these regulations, all foreign exchange matters relating to employee stock holding plans, share option plans or similar plans of overseas-listed companies with domestic individuals' participation require approval from the SAFE or its local branch. In February 2012, the SAFE promulgated the Notice on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Share Incentive Plan of Overseas-Listed Company, or the Share Option Rule, which replaced the Application Procedures of Foreign Exchange Administration for Domestic Individuals Participating in Employee Share Holding Plan or Share Option Plan of Overseas-Listed Company issued by the SAFE on March 28, 2007. Under the Share Option Rule, PRC domestic individuals who participate in any share incentive plan including employee share holding plan, share option plan or similar plan in an overseas-listed company are required to register with the relevant local SAFE branch and complete certain other procedures related to the share incentive plan through a PRC agent. Under the Share Option Rule, PRC domestic individuals include PRC citizens (including Hong Kong, Macau and Taiwan nationals) and foreign nationals who have continuously resided in China for at least a year, and a PRC agent may be a domestic company participating in the share incentive plan or a domestic institution that is qualified to engage in assets custodian business and has been duly designated by a domestic company.

We and our employees who are PRC domestic individuals and have participated in our 2010 Plan will be subject to the Share Option Rule upon the listing of our ADSs on the NYSE. If we or our employees fail to comply with these regulations, we or our employees may be subject to fines or other legal sanctions imposed by the SAFE or other Chinese government authorities. See "Regulations—Regulations on employee share options." In addition, the SAT has issued several circulars concerning employee share options. Under these circulars, our employees working in China who exercise our share options will be subject to PRC individual income tax. Our PRC subsidiaries have obligations to make filings with relevant tax authorities related to employee share options and withhold individual income taxes resulting from the exercise of their share options. If our employees fail to pay and we fail to withhold their income taxes, we may face sanctions imposed by tax authorities or other PRC government authorities.

Our current employment practices may be restricted under the Labor Contract Law and other labor-related laws of the PRC and our labor costs may increase as a result.

On June 29, 2007, the PRC National People's Congress enacted the Labor Contract Law, which became effective on January 1, 2008 and was amended on December 28, 2012. On September 18, 2008, the PRC State Council issued the Implementing Rules for the PRC Labor Contract Law. The Labor Contract Law and its Implementing Rules impose requirements concerning, among other things, the types of contracts to be executed between an employer and its employees, time limits for probationary periods and for how long an employee can be placed in a fixed-term employment contract. As the interpretation and implementation of the Labor Contract Law and other labor-related laws are still evolving, our employment policies and practice may not be deemed in compliance at all time. For example, in accordance with the Labor Contract Law and its Implementing Rules, the Ministry of Human Resources and Social Security promulgated Interim Provisions on Labor Dispatching, or Circular 22, effective from March 1, 2014, which provides that an employer shall strictly control the number of employees under labor dispatching arrangements and dispatched employees can only be used in temporary, ancillary and replaceable positions. The number of dispatched workers shall be reduced to no more than 10% of the total number of employees within two years after March 1, 2014.

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We outsource substantially all of our employees from Qian Jin Network Information Technology (Shanghai) Co., Ltd., or Qian Jin, an independent third-party professional human resources company. If we fail to reduce the number of our dispatched employees to no more than 10% of the total number of employees prior to the expiration of the two-year period as required by Circular 22, we may be subject to a fine ranging from RMB1,000 to RMB5,000 per dispatched employee. We intend to adjust our employment arrangements gradually to comply with such requirements. In addition, under the Labor Contract Law, a human resources company shall perform an employer's obligations, including payment of remuneration to the dispatched employees and contribution of social insurance premiums. Under the labor dispatch service agreements between us and Qian Jin, we, as the entity receiving labor dispatch services, shall make a monthly payment in an amount that includes the dispatched employees' salaries, social insurance contributions and our service fees to Qian Jin. However, we cannot assure you that Qian Jin has fully performed or will consistently fulfill its obligations, including any social insurance or housing fund contributions. We may also be held jointly and severally liable with Qian Jin for damages any violation caused to dispatched employees. If we are held liable for any shortage in the social insurance or housing fund contribution for the dispatched employees or other penalties or fees related to our employment practice, our results of operations and financial condition may be adversely affected.

In addition, according to the Labor Contract Law and its implementing rules, if we intend to enforce the non-compete provision with our employees in the employment contracts or confidentiality agreements, we have to compensate our employees on a monthly basis during the term of the restriction period after the termination or ending of the employment contract, which may cause extra expenses to us.

The discontinuation of any tax incentives and government subsidies available to us could, in each case, decrease our net income and materially and adversely affect our financial condition and results of operations.

Our PRC subsidiaries are incorporated in the PRC and are governed by applicable PRC income tax laws and regulations. Under the EIT Law and its Implementing Rules, both of which became effective on January 1, 2008, the PRC has adopted a uniform enterprise income tax rate of 25% for all PRC enterprises (including foreign-invested enterprises). The EIT Law and its Implementing Rules also permit qualified small-scaled enterprises with low profit margins to enjoy a reduced 20% enterprise income tax rate. On November 29, 2011, a circular that was jointly issued by the SAT and the MOF, or Circular 117, further provided that if a qualified small-scaled enterprise with low profit margins has an annual taxable income of not more than RMB60,000, then 50% of its taxable income can be exempted from enterprise income tax until December 31, 2015, further reducing the effective enterprise income tax rate to 10% until then. One of our PRC subsidiaries, Shanghai eHi Siping Car Rental Co., Ltd. was eligible for this tax incentive and paid enterprise income tax at a reduced rate of 10% for the taxable year of 2013.

In addition, some local governments allowed certain enterprises registered in their jurisdictions to receive certain government subsidies according to local policies. According to the agreements between a local government agency in Shanghai and eHi Rental and Shanghai Smart Brand, respectively, such local government agency agreed to grant to eHi Rental and Shanghai Smart Brand, at its own discretion, certain subsidies which are calculated based on a certain portion of the business taxes paid by eHi Rental and Shanghai Smart Brand based on their revenues. In 2012 and 2013, eHi Rental received government subsidies of RMB3.7 million and RMB3.0 million (US$0.5 million), and in 2013 Shanghai Smart Brand received government subsidies of RMB0.6 million, respectively. Furthermore, the PRC government recently adopted the VAT Pilot Program, which was initiated in Shanghai and now is rolled out nationwide. Pursuant to this program, starting from January 1, 2012, our subsidiaries in Shanghai, including eHi Rental, are required to pay VAT instead of business tax. In February 2012, Shanghai Bureau of Finance and Bureau of Taxation jointly released the Notice [2012] No. 5 which provided a temporary financial subsidy in connection with the VAT Pilot Program, pursuant to which

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we received financial subsidies from various levels of local governments in relation to the VAT Pilot Program. For example, we received a financial subsidy of RMB10.3 million in connection with the VAT Pilot Program in the second quarter of 2014. We also received government subsidies for the purchase of certain vehicle models approved by the local government as well as government grants for our technology achievements from the Scientific and Technological Commission of Shanghai. However, preferential tax treatments and government subsidies are subject to review and may be adjusted or revoked at any time in the future. The discontinuation of any preferential tax treatments or government subsidies available to us will cause our effective tax rate to increase, which will decrease our net income and our financial condition and result of operations may be materially and adversely affected.

Our legal rights to lease certain properties could be challenged, which could prevent us from continuing to operate the affected service locations or increase the costs associated with operating these service locations.

We rely on leases with third parties who either own the properties or lease the properties from the ultimate property owner. As of June 30, 2014, 39 of our service locations were leased from lessors who were unable to provide us with copies of title certificates or documents evidencing the authorization or consent of the owners of such properties. Where the lessors do not have the proper legal right to lease the properties, the corresponding lease agreements may be deemed invalid. Furthermore, some properties may not be designated for commercial use. If we are not adequately indemnified by the lessors for our related losses, our business may be adversely affected. Some of the properties we lease from the third parties have been mortgaged by the owners prior to leasing to us. We may not be able to continue using such properties if the mortgage is foreclosed. In addition, under the PRC law, failure to register a lease agreement with the local housing bureau may result in the risk that we may not be able to continue to occupy the relevant properties if the lease is challenged by third parties. Our standard lease agreement generally requires the lessor to make such registrations, however, as of June 30, 2014, the lease agreements relating to a number of our service locations had not been duly registered by the relevant lessors. Accordingly, if these lessors do not have the appropriate titles to the properties or necessary approvals from the ultimate owners or fail to make the requisite registrations, or if the mortgage over the leased properties is foreclosed, we may be unable to continue to operate the affected properties or incur additional costs associated with operating these service locations.

Risks related to our ADSs and this offering

There has been no public market for our common shares or ADSs prior to this offering, and an active trading market for our ADSs may not develop after this offering. As a result, you may not be able to resell your ADSs at or above the price you paid, or at all, and the trading price for our ADSs may fluctuate significantly.

Prior to this offering, there has been no public market for our common shares or ADSs. We have applied to have our ADSs listed on the NYSE. Our common shares will not be listed on any exchange or quoted for trading on any over-the-counter trading system. If an active trading market for our ADSs does not develop after this offering, the market price and liquidity of our ADSs could be materially and adversely affected.

The initial public offering price for our ADSs will be determined by negotiations between us and the underwriters and may bear no relationship to the market price for our ADSs after the offering. An active trading market for our ADSs may not develop and the market price of our ADSs may decline below the initial public offering price. You may lose part or all of your investment in our ADSs.

The market price for our ADSs may be volatile, which could result in substantial losses to investors.

The market price for our ADSs may be volatile and subject to wide fluctuations in response to factors such as actual or anticipated fluctuations in our quarterly results of operations, changes in financial estimates by securities research analysts, changes in the economic performance or market valuations of other car rentals and car services providers, announcements by us or our competitors of

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material acquisitions, strategic partnerships, joint ventures or capital commitments, fluctuations of exchange rates between the Renminbi and the U.S. dollar, announcements regarding litigation or administrative proceedings involving us, release or expiry of lock-up or other transfer restrictions on our outstanding shares or ADSs, sales or perceived sales of additional common shares or ADSs and economic or political conditions in China. In addition, the performance, and fluctuation in market prices, of other companies with business operations located mainly in China that have listed their securities in the United States may affect the volatility in the price of and trading volumes of our ADSs. The securities of some China-based companies that have listed their securities in the United States have experienced significant volatility since their initial public offerings, including, in some cases, substantial price declines in the trading prices of their securities. The trading performances of these China-based companies' securities after their offerings may affect the attitudes of investors toward China-based companies listed in the United States, which consequently may impact the trading performance of our ADSs, regardless of our actual operating performance. In addition, any negative news or perceptions about inadequate corporate governance practices or fraudulent accounting, corporate structure or other matters of other China-based companies may also negatively affect the attitudes of investors towards China-based companies in general, including us, regardless of whether we have engaged in any inappropriate activities. Volatility in global capital markets, such as the recent global financial services and economic crises, could also have an adverse effect on the market price of our ADSs. Furthermore, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our ADSs.

Since the initial public offering price is substantially higher than our net tangible book value per share, you will incur immediate and substantial dilution.

If you purchase our ADSs in this offering, you will pay more for your ADSs than the amount paid by our existing shareholders for their common shares on a per ADS basis. As a result, you will experience immediate and substantial dilution of approximately US$ per ADS (assuming no exercise by the underwriters of their option to purchase additional ADSs), representing the difference between our net tangible book value per ADS as of June 30, 2014, after giving effect to this offering and the concurrent private placement at an assumed initial public offering price of US$ per ADS, the mid-point of the estimated public offering price range shown on the cover of this prospectus. In addition, you may experience further dilution to the extent that our common shares are issued upon the exercise of share options. See "Dilution" for a more complete description of how the value of your investment in our ADSs will be diluted upon completion of this offering.

Substantial future sales or the perception of sales of our ADSs or common shares in the public market could cause the price of our ADSs to decline.

Sales of our ADSs or Class A common shares in the public market after this offering, or the perception that these sales could occur, could cause the market price of our ADSs to decline. Upon completion of this offering, we will have common shares outstanding, including Class A common shares represented by ADSs, assuming the underwriters do not exercise their option to purchase additional ADSs. All ADSs sold in this offering, will be freely transferable without restriction or additional registration under the Securities Act of 1933, as amended, or the Securities Act. The remaining common shares outstanding after this offering will be available for sale, upon the expiration of the applicable lock-up period beginning from the date of this prospectus, subject to volume and other restrictions as applicable under Rule 144 and Rule 701 under the Securities Act. See "Shares Eligible for Future Sale" and "Underwriting" for a detailed description of the lock-up restrictions. Any or all of these shares may be released prior to expiration of the lock-up period at the discretion of the lead underwriters for this offering. To the extent shares are released

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before the expiration of the lock-up period and these shares are sold into the market, the market price of our ADSs could decline.

In addition, certain holders of our common shares have the right to cause us to register the sale of shares under the Securities Act, subject to a 180-day lock-up period in connection with this offering. Registration of these shares under the Securities Act would result in these shares becoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the related registration statement. Sales of these registered shares in the public market could cause the price of our ADSs to decline.

Our proposed dual-class voting structure will limit your ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of our Class A common shares and ADSs may view as beneficial.

Our common shares will be divided into Class A common shares and Class B common shares immediately prior to the completion of this offering. Holders of Class A common shares will be entitled to one vote per share, while holders of Class B common shares will be entitled to ten votes per share. In addition, certain matters including those related to the change of control of our company require an additional approval by the holders of a majority of Class A common shares voting as a separate class. We will issue Class A common shares represented by our ADSs in this offering and the concurrent private placement. All of the common shares and preferred shares held by our existing shareholders and outstanding as of the date of this prospectus, and all of the common shares to be issued pursuant to our 2010 Plan or upon the exercise of options and warrants granted to our existing shareholders and outstanding as of the date of this prospectus, will be automatically re-designated and/or converted into Class B common shares on a one-for-one basis immediately prior to the completion of this offering. We intend to maintain the dual-class voting structure after the completion of this offering. Each Class B common share is convertible into one Class A common share at any time by the holder thereof. Class A common shares are not convertible into Class B common shares under any circumstances. Class B common shares will be automatically converted into the same number of Class A common shares under certain circumstances, including any transfer of Class B common shares by a holder thereof to any person or entity which is not an affiliate of such holder.

Due to the disparate voting powers attached to these two classes of common shares, our Class B common shareholders will own approximately % of our total issued and outstanding common shares and % of total voting power immediately after this offering, assuming (i) no exercise of the underwriters' option to purchase additional ADSs and (ii) the issuance and sale of Class A common shares in the concurrent private placement based on the initial public offering price of US$ per ADS, the mid-point of the estimated initial public offering price range shown on the front cover page of this prospectus. Therefore, our Class B common shareholders will have decisive influence over matters requiring shareholders' approval, including election of directors and significant corporate transactions, and their interest may not be aligned with us or other shareholders of our company. This concentrated control will limit your ability to influence corporate matters and could discourage others from pursuing any potential merger, takeover or other change of control transactions that holders of Class A common shares and ADSs may view as beneficial, which could deprive our shareholders of an opportunity to receive a premium for their shares as part of a sale of our company and may reduce the price of our ADSs.

Holders of ADSs have fewer rights than shareholders and must act through the depositary to exercise their rights.

Holders of our ADSs do not have the same rights as our shareholders and may only exercise the voting rights with respect to the underlying Class A common shares in accordance with the provisions of the deposit agreement. Under our ninth amended and restated memorandum and articles of

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association, which will become effective upon completion of this offering, the minimum notice period required to convene a general meeting is seven days. When a general meeting is convened, you may not receive sufficient notice of a shareholders' meeting to permit you to withdraw your Class A common shares to allow you to cast your vote with respect to any specific matter. In addition, the depositary and its agents may not be able to send voting instructions to you or carry out your voting instructions in a timely manner. We will make reasonable efforts to cause the depositary to extend voting rights to you in a timely manner, but we cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your ADSs. Furthermore, the depositary and its agents will not be responsible for any failure to carry out any instructions to vote, for the manner in which any vote is cast or for the effect of any such vote. As a result, you may not be able to exercise your right to vote and you may lack recourse if your ADSs are not voted as you request. In addition, in your capacity as an ADS holder, you will not be able to call a shareholders' meeting.

You may not receive distributions on our common shares or any value for them if such distribution is illegal or if any required government approval cannot be obtained in order to make such distribution available to you.

The depositary of our ADSs has agreed to pay to you the cash dividends or other distributions it or the custodian receives on Class A common shares or other deposited securities underlying our ADSs, after deducting its fees and expenses. You will receive these distributions in proportion to the number of Class A common shares your ADSs represent. However, the depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any holders of ADSs. For example, it would be unlawful to make a distribution to a holder of ADSs if it consists of securities that require registration under the Securities Act but that are not properly registered or distributed under an applicable exemption from registration. The depositary may also determine that it is not feasible to distribute certain property through the mail. Additionally, the value of certain distributions may be less than the cost of mailing them. In these cases, the depositary may determine not to distribute such property. We have no obligation to register under U.S. securities laws any ADSs, common shares, rights or other securities received through such distributions. We also have no obligation to take any other action to permit the distribution of ADSs, common shares, rights or anything else to holders of ADSs. This means that you may not receive distributions we make on our common shares or any value for them if it is illegal or impractical for us to make them available to you. These restrictions may cause a material decline in the value of our ADSs.

You may not be able to participate in rights offerings and may experience dilution of your holdings as a result.

We may from time to time distribute rights to our shareholders, including rights to acquire our securities. Under the deposit agreement for the ADSs, the depositary will not offer those rights to ADS holders unless both the rights and the underlying securities to be distributed to ADS holders are registered under the Securities Act, or the distribution of them to ADS holders is exempted from registration under the Securities Act with respect to all holders of ADSs. We are under no obligation to file a registration statement with respect to any such rights or underlying securities or to endeavor to cause such a registration statement to be declared effective. In addition, we may not be able to rely on an exemption from registration under the Securities Act to distribute such rights and securities. Accordingly, holders of our ADSs may be unable to participate in our rights offerings and may experience dilution in their holdings as a result.

You may be subject to limitations on transfer of your ADSs.

Your ADSs are transferable on the books of the depositary. However, the depositary may close its transfer books at any time or from time to time when it deems expedient in connection with the

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performance of its duties. In addition, subject to the limitations and requirements under Form F-6 of the SEC, the depositary may refuse to deliver, transfer or register transfers of ADSs generally when our books or the books of the depositary are closed, or at any time if we or the depositary deem it advisable to do so because of any requirement of law or of any government or governmental body, or under any provision of the deposit agreement, or for any other reason in accordance with the terms of the deposit agreement.

You may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited because we are organized under Cayman Islands law, conduct substantially all of our operations in China and a majority of our directors and officers reside outside the United States.

We are incorporated in the Cayman Islands, and conduct substantially all of our operations in China through our wholly owned subsidiaries in China. A majority of our directors and officers reside outside the United States and some or all of the assets of those persons are located outside of the United States. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in the United States in the event that you believe that your rights have been infringed under the U.S. securities laws or otherwise. Even if you are successful in bringing an action of this kind, the respective laws of the Cayman Islands and China may render you unable to enforce a judgment against our assets or the assets of our directors and officers. In addition, there is uncertainty as to whether the courts of the Cayman Islands or the PRC would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the United States or any state, and it is uncertain whether such Cayman Islands or PRC courts would be competent to hear original actions brought in the Cayman Islands or the PRC against us or such persons predicated upon the securities laws of the United States or any state. There is no statutory recognition in the Cayman Islands of judgments obtained in the United States, although the courts of the Cayman Islands will generally recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits. For more information regarding the relevant laws of the Cayman Islands and China, see "Enforceability of Civil Liabilities."

Our corporate affairs are governed by our memorandum and articles of association and by the Companies Law (2013 Revision) and common law of the Cayman Islands. The rights of shareholders to take legal action against our directors and us, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the Cayman Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in some jurisdictions in the United States. In particular, because the Cayman Islands law has no legislation specifically dedicated to the rights of investors in securities, and thus no statutorily defined private causes of action to investors in securities such as those found under the Securities Act or the Exchange Act in the United States, it provides significantly less protection to investors. In addition, Cayman Islands companies may not have standing to initiate a shareholder derivative action before the federal courts of the United States.

As a result of all of the above, our public shareholders may have more difficulty in protecting their interests through actions against our management, directors or major shareholders than would shareholders of a corporation organized in a jurisdiction in the United States.

Our management will have considerable discretion as to the use of the net proceeds to be received by us from this offering, and you may not agree with our management on these uses.

Our management will have considerable discretion in the application of the net proceeds received by us. You will not have the opportunity, as part of your investment decision, to assess whether

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proceeds are being used appropriately. You must rely on the judgment of our management regarding the application of the net proceeds of this offering. The net proceeds may be used for general corporate purposes that do not improve our profitability or increase our share price. The net proceeds from this offering may be placed in investments that do not produce income or lose value.

Our memorandum and articles of association contain anti-takeover provisions that could discourage a third party from acquiring us, which could limit our shareholders' opportunity to sell their shares, including Class A common shares represented by our ADSs, at a premium.

Our ninth amended and restated memorandum and articles of association, which will become effective upon completion of this offering, contain provisions that may limit the ability of others to acquire control of our company or cause us to engage in change-of-control transactions. For example, upon completion of this offering, we will adopt a dual-class voting structure that gives disproportionate voting power to Class B common shares to be held by our existing shareholders. In addition, change of control event requires an additional approval by the holders of a majority of Class A common shares voting as a separate class. We will also have a staggered board upon completion of this offering. These provisions may have the effect of depriving our shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging third parties from seeking to obtain control of our company in a tender offer or similar transactions.

We may be classified as a passive foreign investment company, or PFIC, which could result in adverse U.S. federal income tax consequences to U.S. Holders of our ADSs or common shares.

We may be classified as a passive foreign investment company, or PFIC, for U.S. federal income tax purposes. Based on assumptions as to our projections of the value of our outstanding common shares and ADSs during the year, adjusted bases of our gross assets, and our use of the proceeds from the initial public offering of our ADSs and common shares and of the other cash that we will hold and generate in the ordinary course of our business throughout taxable year 2014, we do not expect to be a PFIC for the taxable year 2014 or in the foreseeable future. However, there can be no assurance that we will not be a PFIC for the taxable year 2014 or any future taxable year as PFIC status is tested each taxable year and depends on the composition of our assets and income in such taxable year. In addition, the application of the PFIC rules is subject to uncertainty in several respects, and there can be no assurance that the U.S. Internal Revenue Service will not take a contrary position. Our PFIC status for the current taxable year 2014 will not be determinable until the close of the taxable year ending December 31, 2014.

We will be classified as a PFIC for any taxable year if either (i) at least 75% of our gross income for the taxable year is passive income or (ii) at least 50% of the value of our assets (based on the average quarterly value of the assets during the taxable year) is attributable to assets that produce or are held for the production of passive income. In determining the average percentage value of our gross assets, the aggregate value of our assets will generally be deemed to be equal to our market capitalization (determined by the sum of the aggregate value of our outstanding equity) plus our liabilities, except for a year in which we are a "controlled foreign corporation" and our shares are not publicly traded on the last day of each quarter of such year, in which case adjusted bases of our gross assets would be used. Therefore, a drop in the market price of our ADSs or common shares would cause a reduction in the value of our non-passive assets for purposes of the asset test. Accordingly, we would likely become a PFIC if our market capitalization were to decrease significantly while we hold substantial cash.

If we are classified as a PFIC in any taxable year in which you hold our ADSs or common shares, and you are a U.S. Holder (as defined in "Taxation—United States federal income taxation"), you would generally be subject to additional taxes and interest charges on certain "excess" distributions we make and on any gain recognized on the disposition or deemed disposition of your ADSs or common

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shares in a later year, even if we are not a PFIC in the year of disposition or distribution. Moreover, if we are classified as a PFIC in any taxable year in which you hold our ADSs or common shares, certain non-corporate U.S. shareholders would not be able to benefit from any preferential tax rate with respect to any dividend distribution received from us in that year or in the following year. Finally, you would also be subject to special U.S. tax reporting requirements. For more information on the U.S. tax consequences to you that would result from our classification as a PFIC, see "Taxation—United States federal income taxation—Passive foreign investment company."

We are exempt from certain corporate governance requirements of the NYSE. This may afford less protection to the holders of our ADSs.

We are exempt from certain corporate governance requirements of the NYSE by virtue of being a foreign private issuer. As a foreign private issuer, we are permitted to, and plan to, follow home country practice in lieu of certain corporate governance requirements of the NYSE. We are required to provide a brief description of the significant differences between the corporate governance practices of our home country, the Cayman Islands and the corporate governance practices required to be followed by U.S. domestic companies under the NYSE rules. The standards applicable to us are considerably different than the standards applied to U.S. domestic issuers. The significantly different standards applicable to us do not require us to:

•: have a majority of the board be independent (other than due to the requirements for the audit committee under the Exchange Act);
•: have a minimum of three members on our audit committee;
•: have a compensation committee, a nominating or corporate governance committee;
•: provide annual certification by our chief executive officer that he or she is not aware of any noncompliance with any corporate governance rules of the NYSE;
•: have regularly scheduled executive sessions with only non-management directors;
•: have at least one executive session of solely independent directors each year;
•: seek shareholder approval for (i) the implementation and material revisions of the terms of share incentive plans, (ii) the issuance of more than 1% of our outstanding common shares or 1% of the voting power outstanding to a related party, (iii) the issuance of more than 20% of our outstanding common shares, and (iv) an issuance that would result in a change of control;
•: adopt and disclose corporate governance guidelines; or
•: adopt and disclose a code of business conduct and ethics for directors, officers and employees.

We intend to rely on all such exemptions provided by the NYSE to a foreign private issuer, except that we plan to establish a compensation committee, we will have an audit committee consisting of three members, and we have adopted and disclosed corporate governance guidelines and a code of business conduct and ethics for directors, officers and employees. As a result, you may not be provided with the benefits of certain corporate governance requirements of the NYSE.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that reflect our current expectations and views of future events. The forward looking statements are contained principally in the sections entitled "Prospectus Summary," "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Industry" and "Business." Known and unknown risks, uncertainties and other factors may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements.

You can identify some of these forward-looking statements by words or phrases such as "may," "will," "expect," "anticipate," "aim," "estimate," "intend," "plan," "believe," "is/are likely to," "is projected to" or other similar expressions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. These forward-looking statements include statements relating to, among other things:

•: our growth strategies and initiatives and our business plans;
•: the anticipated growth of our business;
•: our future business development, results of operations and financial condition;
•: factors that may affect our future revenues and expenses;
•: the future growth of our industry as a whole;
•: trends and competition in our industry; and
•: economic, regulatory, operating conditions and demographic trends in China.

These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results could be materially different from our expectations. Moreover, we operate in a continuously evolving environment. Additional risks and uncertainties that we have not considered or currently deem to be immaterial may adversely affect us. We cannot assess the impact of all risks on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. You should thoroughly read this prospectus and the documents that we refer to with the understanding that our actual future results may be materially different from and worse than what we expect. We qualify all of our forward-looking statements by these cautionary statements.

This prospectus also contains certain data and information, which we obtained from various government and private publications, including the Frost & Sullivan Report commissioned by us for purposes of this offering. Although we believe that the publications and reports are reliable, we have not independently verified the data. Statistical data in these publications includes projections that are based on a number of assumptions. If any one or more of the assumptions underlying the market data is later found to be incorrect, actual results may differ from the projections based on these assumptions.

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents that we refer to in this prospectus completely and with the understanding that our actual future results may be materially different from what we expect.

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USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering of approximately US$ million, or approximately US$ million if the underwriters exercise their option to purchase additional ADSs in full, after deducting underwriting discounts and the estimated offering expenses payable by us. These estimates are based upon an assumed initial public offering price of US$ per ADS, the mid-point of the initial public offering price range shown on the cover of this prospectus. [We will not receive any of the proceeds from the sale of ADSs by the selling shareholders.] In addition, we expect to receive net proceeds of approximately US$ million from the concurrent private placement.

A US$1.00 increase (decrease) in the assumed initial public offering price would increase (decrease) the net proceeds of this offering to us by US$ million or US$ million if the underwriters exercise their option to purchase additional ADSs in full after deducting underwriting discounts and commissions and the estimated offering expenses payable by us.

We intend to use the net proceeds from this offering and the concurrent private placement as follows:

•: approximately US$ million to US$ million to expand our fleet;
•: approximately US$ million to US$ million to expand our service network; and
•: the remainder for general corporate purposes, including working capital and funding potential acquisition of complementary businesses, although we are not currently negotiating any such transactions.

The foregoing represents our current intentions to use and allocate the net proceeds of this offering and the concurrent private placement based upon our present plans and business conditions. Our management, however, will have significant flexibility and discretion to apply the net proceeds from this offering and the concurrent private placement. If an unforeseen event occurs or business conditions change, we may use the proceeds from this offering and the concurrent private placement differently than as described in this prospectus.

Pending any use of the net proceeds as described above, we plan to invest the net proceeds we receive from this offering and the concurrent private placement in short-term debt instruments or demand deposits.

In using the proceeds from this offering and the concurrent private placement, as an offshore holding company, we are permitted under PRC laws and regulations to provide funding to our PRC subsidiaries only through loans or capital contributions. Subject to satisfaction of applicable government registration and approval requirements, we may extend inter-company loans to our PRC subsidiaries or make additional capital contributions to our PRC subsidiaries to fund their respective capital expenditures or working capital. We cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all. See "Risk Factors—Risks related to doing business in China—PRC regulations of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from using the proceeds of this offering to make loans or additional capital contributions to our PRC operating subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business."

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DIVIDEND POLICY

We have not declared or paid any dividends, and do not have any present plan to declare and pay cash dividends on our common shares in the foreseeable future. Our board of directors has complete discretion as to whether to declare and pay dividends. Even if our board of directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the board of directors may deem relevant.

We are a holding company incorporated in the Cayman Islands. In order to pay dividends, if any, to our shareholders, we will rely on dividends from our subsidiaries in China. Current PRC regulations permit our subsidiaries to pay dividends to us only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, each of our subsidiaries in China is required to set aside a certain amount of its accumulated after-tax profits each year, if any, to fund certain statutory reserves. These reserves may not be distributed as cash dividends. Furthermore, if our subsidiaries in China incur debt on their own behalf, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us.

If we pay dividends, the depositary will pay you the dividends it receives on our Class A common shares, after deducting any withholding taxes and its fees and expenses. See "Description of American Depositary Shares." Cash dividends on our common shares, if any, will be paid in U.S. dollars.

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CAPITALIZATION

The following table sets forth our capitalization as of June 30, 2014:

•: on an actual basis;
•: on a pro forma basis to reflect the automatic conversion and re-designation of all of our issued and outstanding Class A and Series A, B, C, D and E preferred shares as of June 30, 2014 into 77,999,069 Class B common shares immediately prior to the completion of this offering;
•: on a pro forma as adjusted basis to reflect (i) the automatic conversion and re-designation of all of our issued and outstanding Class A and Series A, B, C, D and E preferred shares as of June 30, 2014 into 77,999,069 Class B common shares immediately prior to the completion of this offering, (ii) the issuance and sale of Class A common shares represented by ADSs by us in this offering at an assumed initial public offering price of US$ per ADS, the mid-point of the estimated public offering price range set forth on the cover of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us and assuming no exercise of the underwriter's option to purchase additional ADSs, and (iii) the issuance and sale of a total of Class A common shares to the investors in the concurrent private placement at an assumed initial public offering price of US$ per ADS, the mid-point of the estimated public offering price range set forth on the cover of this prospectus.

You should read this table together with our consolidated financial statements and the related notes included elsewhere in this prospectus and the information under "Management's Discussion and Analysis of Financial Condition and Results of Operations."

	As of June 30, 2014

	Actual		Pro forma ⁽¹⁾		Pro forma as adjusted ⁽¹⁾
	(in thousands of US$)
Long-term Borrowings
Long-term bank borrowing guaranteed by a third party guarantee agent		10,961		10,961
Long-term borrowings		96,316		96,316


Total long-term borrowings		107,277		107,277

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	As of June 30, 2014

	Actual			Pro forma ⁽¹⁾			Pro forma as adjusted ⁽¹⁾
	(in thousands of US$)
Mezzanine Equity
Class A convertible redeemable preferred shares (US$0.001 par value; 10,427,373 shares authorized; 10,427,373 issued and outstanding on an actual basis; none outstanding on a pro forma or pro forma as adjusted basis)		49,614			—
Series A convertible redeemable preferred shares (US$0.001 par value; 5,000,000 shares authorized; 5,000,000 shares issued and outstanding on an actual basis; none outstanding on a pro forma or pro forma as adjusted basis)		10,992			—
Series B convertible redeemable preferred shares (US$0.001 par value; 12,123,314 shares authorized; 12,123,314 shares issued and outstanding on an actual basis; none outstanding on a pro forma or pro forma as adjusted basis)		53,035			—
Series C convertible redeemable preferred shares (US$0.001 par value; 18,721,302 shares authorized; 17,348,382 shares issued and outstanding on an actual basis; none outstanding on a pro forma or pro forma as adjusted basis)		99,457			—
Series D convertible redeemable preferred shares (US$0.001 par value; 10,000,000 shares authorized; 10,000,000 issued and outstanding on an actual basis; none outstanding on a pro forma or pro forma as adjusted basis)		65,416			—
Series E convertible redeemable preferred shares (US$0.001 par value; 23,100,000 shares authorized; 23,100,000 issued and outstanding on an actual basis; none outstanding on a pro forma or pro forma as adjusted basis)		134,677			—


Total mezzanine equity		413,191			—
Shareholders' Equity (Deficit)
Common shares (US$0.001 par value; 425,173,466 common shares authorized, 6,096,842 common shares issued and outstanding on an actual basis; 84,095,911 Class B common issued and outstanding on a pro forma basis; Class A shares and Class B common shares issued and outstanding on a pro forma as adjusted basis)		6			83
Additional paid-in capital		—			413,114
Accumulated other comprehensive income		1,180			1,180
Accumulated deficit		(180,129	)		(180,129	)


Total shareholders' equity (deficit) ⁽²⁾		(178,943	)		234,248


Total mezzanine equity and shareholders' equity (deficit) ⁽²⁾		234,248			234,248

(1): The pro forma and pro forma as adjusted information discussed above is illustrative only. Our total shareholders' equity and total capitalization following the completion of this offering are subject to adjustment based on the actual initial public offering price and other terms of this offering determined at pricing. Pro forma as adjusted numbers assumes that the underwriters will not exercise their option to purchase additional ADSs.
(2): Assuming the number of ADSs offered by us as set forth on the cover page of this prospectus remains the same, and after deduction of underwriting discounts and commissions and the estimated offering expenses payable by us, a US$1.00 change in the assumed initial public offering price of US$ per ADS would, in the case of an increase, increase and, in the case of a decrease, decrease each of total shareholders' equity and total capitalization by US$ million.

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DILUTION

If you invest in our ADSs, your interest will be diluted for each ADS you purchase to the extent of the difference between the initial public offering price per ADS and our net tangible book value per ADS immediately after this offering. Dilution results from the fact that the initial public offering price per common share is substantially in excess of the net tangible book value per share attributable to the existing shareholders for our presently outstanding common shares and our Class A and Series A, B, C, D and E preferred shares which will automatically convert into our Class B common shares immediately prior to the completion of this offering.

Our net tangible book value as of June 30, 2014 was approximately US$ million, or US$ per common share and US$ per ADS as of that date. Net tangible book value represents the amount of our total consolidated assets, minus the amount of our total consolidated liabilities and intangible assets. Dilution is determined by subtracting net tangible book value per common share, after giving effect to the automatic conversion and re-designation of all outstanding Class A and Series A, B, C, D and E preferred shares into Class B common shares immediately prior to the completion of this offering and the additional proceeds we will receive (i) from this offering after deducting underwriting discounts and commissions and estimated offering expenses payable by us and (ii) from the concurrent private placement.

Without taking into account any other changes in net tangible book value after June 30, 2014, other than giving effect to the automatic conversion and re-designation of all outstanding Class A and Series A, B, C, D and E preferred shares into Class B common shares immediately prior to the completion of this offering, our sale of the ADSs offered in this offering at the initial public offering price of US$ per ADS, the mid-point of the estimated initial public offering price range set forth on the cover of this prospectus, after deduction of the underwriting discounts and commissions and estimated offering expenses payable by us, and our issuance and sale of a total of Class A common shares to the investors in the concurrent private placement at an assumed initial public offering price of US$ per ADS, the mid-point of the estimated public offering price range set forth on the cover of this prospectus, our pro forma as adjusted net tangible book value as of June 30, 2014 would have been US$ million, or US$ per common share and US$ per ADS. This represents an immediate increase in net tangible book value of US$ per common share and US$ per ADS, to the existing shareholders and an immediate dilution in net tangible book value of US$ per common share and US$ per ADS, to investors purchasing ADSs in this offering. The following table illustrates such dilution:

	Per Common Share	Per ADS

Assumed initial public offering price	US$	US$
Net tangible book value as of June 30, 2014	US$	US$
Pro forma net tangible book value after giving effect to the conversion and re-designation of Class A and Series A, B, C, D and E preferred shares	US$	US$
Pro forma as adjusted net tangible book value after giving effect to the conversion and re-designation of all outstanding Class A and Series A, B, C, D and E preferred shares, this offering and the concurrent private placement	US$	US$
Amount of dilution in pro forma as adjusted net tangible book value to new investors in the offering	US$	US$

A US$1.00 increase (decrease) in the assumed public offering price of US$ per ADS would increase (decrease) our pro forma as adjusted net tangible book value after giving effect to the offering by US$ million, the pro forma as adjusted net tangible book value per common share and per ADS after giving effect to this offering and the concurrent private placement by US$ per

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common share and US$ per ADS and the dilution in pro forma as adjusted net tangible book value per common share and per ADS to new investors in this offering by US$ per common share and US$ per ADS, assuming no charge to the number of ADSs offered by us as set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and other offering expenses.

The following table summarizes, on a pro forma as adjusted basis as of June 30, 2014, the differences between existing investors and the new investors with respect to the number of common shares (in the form of ADSs or shares) purchased from us in this offering and the concurrent private placement, the total consideration paid and the average price per common share/ADS paid before deducting the underwriting discounts and commissions and estimated offering expenses. The total number of common shares does not include Class A common shares underlying the ADSs issuable upon the exercise of option to purchase additional ADSs by the underwriters.

	Common Shares Purchased

				Total Consideration
				Total Consideration			Average Price Per Common Share	Average Price Per ADS
	Number	Percent		Amount	Percent		Average Price Per Common Share	Average Price Per ADS
Existing investors			%	US$		%	US$	US$
New investors			%	US$		%	US$	US$
Total			%	US$		%

The pro forma information discussed above is only illustrative. Our net tangible book value following the completion of this offering is subject to adjustment based on the actual initial public offering price of our ADSs and other terms of this offering determined at pricing.

A US$1.00 change in the assumed public offering price of US$ per ADS would, in the case of an increase, increase and, in the case of a decrease, decrease total consideration paid by new investors, total consideration paid by all shareholders, average price per common share and average price per ADS paid by all shareholders by US$ , US$ , US$ and US$ , respectively, assuming (i) the sale of ADSs at US$ , the mid-point of the range set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us and (ii) the issuance and sale of Class A common shares in the concurrent private placement based on the assumed initial public offering price of US$ per ADS, the mid-point of the estimated initial public offering price range shown on the front cover page of this prospectus.

The discussion and tables above assume no exercise of any outstanding share options or warrants. As of the date of this prospectus, there are common shares issuable upon exercise of outstanding share options at a weighted average exercise price of US$ per share. To the extent that any of these options are exercised, there will be further dilution to new investors.

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EXCHANGE RATE INFORMATION

Our business is conducted in China and substantially all of our revenues are denominated in RMB. However, this prospectus contains translations of RMB amounts into U.S. dollars at specific rates solely for the convenience of the reader. Unless otherwise noted, all translations from RMB to U.S. dollars and from U.S. dollars to RMB in this prospectus were made at a rate of RMB6.2036 to US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board on June 30, 2014. We make no representation that any RMB or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or RMB, as the case may be, at any particular rate, the rates stated below, or at all. The PRC government imposes control over its foreign currency reserves in part through direct regulation of the conversion of RMB into foreign exchange and through restrictions on foreign trade. On September 26, 2014, the exchange rate set forth in the H.10 statistical release was RMB6.1266 to US$1.00.

The following table sets forth information concerning exchange rates between the RMB and the U.S. dollar for the periods indicated. These rates are provided solely for your convenience and are not necessarily the exchange rates that we used in this prospectus or will use in the preparation of our periodic reports or any other information to be provided to you. For January 1, 2009 and all later dates and periods, the exchange rate refers to the exchange rate as set forth in the H.10 statistical release of the Federal Reserve Board.

	Noon buying rate

Period	Period End		Average ⁽¹⁾		Low		High
	(RMB per U.S. Dollar)
2009		6.8259		6.8295		6.8470		6.8176
2010		6.6000		6.7603		6.8330		6.6000
2011		6.2939		6.4475		6.6364		6.2939
2012		6.2301		6.2990		6.3879		6.2221
2013		6.0537		6.1412		6.2438		6.0537
2014
March		6.2164		6.1729		6.2273		6.1183
April		6.2591		6.2246		6.2591		6.1966
May		6.2471		6.2380		6.2591		6.2255
June		6.2036		6.2306		6.2548		6.2036
July		6.1737		6.1984		6.2115		6.1712
August		6.1430		6.1541		6.1793		6.1395
September (through September 26, 2014)		6.1266		6.1376		6.1480		6.1266

Source: Federal Reserve Statistical Release

(1): Annual averages are calculated using the average of the exchange rates on the last business day of each month during the relevant year. Monthly averages are calculated using the average of the daily rates during the relevant month.

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ENFORCEABILITY OF CIVIL LIABILITIES

We are incorporated in the Cayman Islands to take advantage of certain benefits associated with being a Cayman Islands exempted company, such as:

•: political and economic stability;
•: an effective judicial system, which we believe will reach and enforce legal judgments in accordance with the law of the Cayman Islands in a relatively reliable fashion;
•: a favorable tax system;
•: the absence of exchange control or currency restrictions; and
•: the availability of professional and support services.

However, certain disadvantages accompany incorporation in the Cayman Islands. These disadvantages include:

•: the Cayman Islands has a less developed body of securities laws as compared to the United States and those securities laws provide significantly less protection to investors; and
•: Cayman Islands' companies may not have standing to sue before the federal courts of the United States.

Our constituent documents do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between us, our officers, directors and shareholders, be subject to arbitration.

Substantially all of our current operations are conducted in China, and substantially all of our assets are located in China. A majority of our directors and officers are nationals or residents of jurisdictions other than the United States, and a substantial portion of their assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these persons, or to enforce against us or them judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

We have appointed Law Debenture Corporate Services Inc. as our agent to receive service of process with respect to any action brought against us in the United States District Court for the Southern District of New York under the federal securities laws of the United States or of any state in the United States or any action brought against us in the Supreme Court of the State of New York in the County of New York under the securities laws of the State of New York.

Maples and Calder, our counsel as to Cayman Islands law, and Grandall Law Firm (Shanghai), our counsel as to PRC law, have advised us, respectively, that there is uncertainty as to whether the courts of the Cayman Islands and/or the PRC, respectively, would:

•: recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or
•: entertain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

Maples and Calder has further advised us that although there is no statutory enforcement in the Cayman Islands of judgments obtained in the federal or state courts of the United States (and the Cayman Islands are not a party to any treaties for the reciprocal enforcement or recognition of such judgments), a judgment obtained in such jurisdiction will be recognized and enforced in the courts of

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the Cayman Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the Grand Court of the Cayman Islands, provided such judgment (i) is given by a foreign court of competent jurisdiction, (ii) imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given, (iii) is final, (iv) is not in respect of taxes, a fine or a penalty, and (v) was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the Cayman Islands. There are currently no treaties or reciprocal agreements made between the Cayman Islands and the PRC or the United States that allow enforcement of foreign judgments without having to commence proceedings in the Cayman Islands. Our shareholders may, in certain circumstances, originate actions against us or our directors; see "Description of Share Capital—Differences in corporate law—Shareholders' suits."

Grandall Law Firm (Shanghai) has further advised us that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between the PRC and the country or region where the judgment is made or on principle of reciprocity between jurisdictions. China does not have any treaties or other agreements that provide for the reciprocal recognition and enforcement of foreign judgments with the United States or the Cayman Islands. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC law or national sovereignty, security or public interest. Accordingly, it is uncertain whether a PRC court would enforce a judgment rendered by a court in the United States or the Cayman Islands. In addition, it will be difficult for U.S. shareholders to originate actions against us in the PRC, because we are incorporated under the laws of the Cayman Islands and it is difficult for U.S. shareholders, by virtue of holding our ADSs or common shares, to establish a factual connection to the PRC and it is uncertain whether a PRC court would be competent to have the subject matter jurisdiction.

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OUR CORPORATE HISTORY AND STRUCTURE

Our history

We commenced our business in 2006, which was initially focused on providing car services to premium corporate clients. In 2008, we began to provide car rentals to individual customers. Our company, eHi Car Services Limited (previously known as Prudent Choice International Limited or eHi Auto Services Limited), was incorporated in the Cayman Islands on August 3, 2007. eHi Car Services Limited is a holding company. Currently we operate our car rentals business primarily through our PRC subsidiaries eHi Rental and eHi Jiangsu, and their subsidiaries and branches.

In March 2008, eHi Rental was established in China by two nominee shareholders designated by Mr. Ray Ruiping Zhang to engage in, among other things, car rentals. Also in March 2008, we established our first wholly foreign owned subsidiary Shuzhi Information Technology (Shanghai) Co., Ltd., or Shuzhi, in China. In November 2009, Shuzhi acquired the 94.13% equity interest of eHi Rental, and two nominee shareholders designated by Shuzhi acquired the remaining 5.87% equity interest of eHi Rental.

On September 24, 2010, we acquired all the shares of eHi Auto Services (Hong Kong) Holding Limited, or eHi Hong Kong, a then dormant company incorporated in Hong Kong, and became its sole shareholder. In January 2011, Shuzhi and eHi Hong Kong completed a share transfer and capital increase of eHi Rental, upon which eHi Hong Kong acquired the 5.87% equity interest of eHi Rental from the two nominee shareholders designated by Shuzhi and subscribed for the increased registered capital in eHi Rental by contributing an additional US$25,185,185. As a result, eHi Rental was converted into a Sino foreign joint venture enterprise with 65.14% equity interest held by eHi Hong Kong and the remaining 34.86% equity interest held by Shuzhi. In July 2011, the registered capital of eHi Rental was increased to US$100 million, and in May 2012, the registered capital of eHi Rental was further increased to US$130 million. eHi Hong Kong has fully subscribed to this increased registered capital of US$30 million. eHi Hong Kong and Shuzhi currently hold 79.27% and 20.73% equity interests of eHi Rental, respectively.

On December 23, 2011, we established our second wholly foreign owned subsidiary, eHi Jiangsu, in China. eHi Jiangsu is wholly owned by eHi Hong Kong. We have, through eHi Rental and eHi Jiangsu, established and acquired several subsidiaries in various regions in China to expand the geographic coverage of our business operations. We plan to establish more subsidiaries and branches providing car renals through eHi Rental and eHi Jiangsu in the future.

In connection with our car services business, we provide vehicles and chauffeur services through different subsidiaries under separate contracts. We provide vehicles through eHi Rental and eHi Jiangsu as well as their subsidiaries and branches, and provide chauffeur services through Shanghai Smart Brand, which was established by Shuzhi on April 13, 2011. Several subsidiaries and branches of Shanghai Smart Brand were also established to provide chauffeur services in various regions in China.

Our current operations are not subject to the ICP license requirements. In March 2014, we entered into a series of contractual arrangements with our PRC incorporated variable interest entity eHi Information, and its shareholders to further expand our Internet and mobile services. Such contractual arrangements enable us to exercise effective control over the operations of eHi Information which resulted in the consolidation of eHi Information by eHi Rental. eHi Information is currently in the process of applying for the ICP license from the relevant telecommunication authorities. eHi Information currently does not have any operation and we do not expect eHi Information to contribute a material portion of our net revenues and operations in the foreseeable future.

On October 17, 2013, we established L&L Financial Leasing Holding Limited, or L&L, in Hong Kong through eHi Hong Kong, which is a holding company of Shanghai Taihao Financial Leasing Co., or Shanghai Taihao. Shanghai Taihao is authorized to operate financial leasing business in China.

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On April 21, 2014, we, through our wholly owned subsidiary, Elite Plus Developments Limited, or Elite Plus, invested US$25 million for subscribing series B preferred shares of Travice Inc., which developed and operates Kuaidi mobile taxi and car calling service provider, representing 8.4% of the then outstanding share capital of Travice Inc. Travice Inc. also issued a warrant to Elite Plus to purchase additional 4,684,074 series C preferred shares of Travice Inc.

Our corporate structure

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(1): Consists of Class B common shares.
(2): Consists of Class A common shares.
(3): eHi Information is a variable interest entity incorporated in China and is 50% owned by Mr. Hongtao Han and 50% owned by Mr. Chun Xie. We effectively control eHi Information through contractual arrangements.

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SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

The following selected consolidated statements of comprehensive loss data for the years ended December 31, 2012 and 2013 and the consolidated balance sheets data as of December 31, 2012 and 2013 have been derived from our audited consolidated financial statements included elsewhere in this prospectus.

The following selected consolidated statements of comprehensive loss data for the six months ended June 30, 2013 and 2014 and selected consolidated balance sheets data as of June 30, 2014 have been derived from our unaudited interim condensed consolidated financial statements included elsewhere in this prospectus. The unaudited interim condensed consolidated financial statements have been prepared on the same basis as our audited consolidated financial statements and include all adjustments, consisting only of normal and recurring adjustments, that we consider necessary for a fair statement of our financial position and operating results for the periods presented.

Our consolidated financial statements are prepared and presented in accordance with U.S. GAAP. Our historical results do not necessarily indicate our results expected for any future periods. Our selected consolidated financial data also includes certain non-GAAP financial measures, which are not required by, or presented in accordance with, U.S. GAAP, but are included because we believe they are indicative of our operating performance and are used by investors and analysts to evaluate companies in our industry. The following selected consolidated financial data should be read in conjunction with, and are qualified in their entirety by reference to, our consolidated financial statements and the related

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notes, and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included elsewhere in this prospectus.

	For the Year Ended December 31,															For the Six Months Ended June 30,

	2012						2013									2013						2014
	RMB			% of Net Revenues			RMB			US$			% of Net Revenues			RMB			% of Net Revenues			RMB			US$			% of Net Revenues
	(in thousands, except percentages, share and per share data)
Selected consolidated statements of comprehensive loss data
Net revenues		450,085			100.0	%		566,394			91,301			100.0	%		260,656			100.0	%		384,538			61,986			100.0	%
Vehicle operating expenses ⁽¹⁾		(432,448	)		(96.1	)		(526,446	)		(84,861	)		(92.9	)		(237,915	)		(91.3	)		(316,013	)		(50,940	)		(82.2	)
Selling and marketing expenses ⁽¹⁾		(38,209	)		(8.5	)		(40,439	)		(6,519	)		(7.1	)		(18,140	)		(7.0	)		(16,027	)		(2,583	)		(4.2	)
General and administrative expenses ⁽¹⁾		(94,431	)		(21.0	)		(112,416	)		(18,121	)		(19.8	)		(56,116	)		(21.5	)		(55,963	)		(9,021	)		(14.6	)
Other operating income		11,041			2.5			13,549			2,184			2.3			1,894			0.7			12,682			2,044			3.3


Total operating expenses		(554,047	)		(123.1	)		(665,752	)		(107,317	)		(117.5	)		(310,277	)		(119.1	)		(375,321	)		(60,500	)		(97.7	)


Profit/(Loss) from operations		(103,962	)		(23.1	)		(99,358	)		(16,016	)		(17.5	)		(49,621	)		(19.1	)		9,217			1,486			2.3


Interest income		1,146			0.3			360			58			0.1			201			0.1			2,832			456			0.7
Interest expense		(66,636	)		(14.8	)		(50,880	)		(8,202	)		(9.0	)		(34,535	)		(13.2	)		(30,954	)		(4,989	)		(8.0	)
Other income (expenses), net		(1,046	)		(0.3	)		(1,108	)		(178	)		(0.3	)		(380	)		(0.1	)		(397	)		(64	)		(0.1	)


Loss before income taxes		(170,498	)		(37.9	)		(150,986	)		(24,338	)		(26.7	)		(84,335	)		(32.3	)		(19,302	)		(3,111	)		(5.1	)


Provision for income taxes		(5,212	)		(1.1	)		(1,228	)		(198	)		(0.2	)		(695	)		(0.3	)		(1,384	)		(223	)		(0.4	)
Net loss		(175,710	)		(39.0	)		(152,214	)		(24,536	)		(26.9	)		(85,030	)		(32.6	)		(20,686	)		(3,334	)		(5.5	)
Accretion on convertible redeemable preferred shares to redemption value		(155,053	)		(34.5	)		(191,135	)		(30,810	)		(33.7	)		(94,064	)		(36.1	)		(135,753	)		(21,883	)		(35.3	)
Deemed contribution from preferred shareholders at extinguishment of convertible bonds		—			—			16,751			2,700			3.0			—			—			—			—			—
Deemed dividends to preferred shareholders at extinguishment of convertible bonds and promissory note		—			—			(44,164	)		(7,119	)		(7.8	)		—			—			—			—			—
Modification of warrants		—			—			(1,021	)		(165	)		(0.2	)		—			—			—			—			—


Net loss attributable to common shareholders		(330,763	)		(73.5	)		(371,783	)		(59,930	)		(65.6	)		(179,094	)		(68.7	)		(156,439	)		(25,217	)		(40.8	)




Weighted average number of common shares used in computing net loss per share—basic and diluted		6,096,842						6,096,842			6,096,842						6,096,842						6,096,842			6,096,842
Net loss per common share attributable to common shareholders—basic and diluted		(54.25	)					(60.98	)		(9.83	)					(29.37	)					(25.66	)		(4.14	)
Adjusted EBITDA ⁽²⁾		68,882			15.3			102,061			16,452			18.0			45,688			17.5			133,030			21,444			34.6

(1): Include share-based compensation charges of RMB6.7 million and RMB6.2 million (US$1.0 million) in 2012 and 2013, respectively, and RMB3.3 million and RMB2.3 million (US$0.4 million) in the six months ended June 30, 2013 and 2014, respectively, allocated as follows:

	For the Year Ended December 31,						For the Six Months Ended June 30,

	2012		2013				2013		2014
	RMB		RMB		US$		RMB		RMB		US$
	(in thousands)
Vehicle operating expenses		81		29		5		7		7		1
Selling and marketing expense		35		9		1		58		51		8
General and administrative expenses		6,567		6,168		994		3,218		2,203		356


Total share-based compensation expense		6,683		6,206		1,000		3,283		2,261		365

(2): See "—Non-GAAP financial measure".

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	As of December 31,									As of June 30,

	2012			2013						2014
	RMB			RMB			US$			RMB			US$			RMB		US$		RMB	US$
																Pro forma ⁽¹⁾				Pro forma as adjusted ⁽²⁾
	(in thousands)
Selected consolidated balance sheets data
Cash and cash equivalents		133,453			630,733			101,672			318,083			51,274			318,083		51,274
Total current assets		239,192			803,742			129,561			623,297			100,473			623,297		100,473
Cost method investment		—			—			—			153,820			24,795			153,820		24,795
Property and equipment, net		844,380			1,062,331			171,244			1,412,713			227,725			1,412,713		227,725
Vehicle purchase deposits		—			119,173			19,210			193,352			31,168			193,352		31,168
Total assets		1,116,659			2,026,422			326,652			2,435,023			392,518			2,435,023		392,518
Short-term borrowings		171,823			219,640			35,405			346,446			55,846			346,446		55,846
Total current liabilities		531,773			333,475			53,755			441,591			71,183			441,591		71,183
Long-term borrowings		6,483			375,726			60,566			540,216			87,081			540,216		87,081
Total liabilities		543,506			709,552			114,377			981,842			158,270			981,842		158,270
Total mezzanine equity		1,169,640			2,273,521			366,484			2,563,271			413,191			—		—
Total shareholders' equity (deficits)		(596,487	)		(956,651	)		(154,209	)		(1,110,090	)		(178,943	)		1,453,181		234,248

(1): The pro forma balance sheet information as of June 30, 2014 assumes the automatic conversion and re-designation of all of our issued and outstanding preferred shares as of June 30, 2014 into 77,999,069 Class B common shares immediately prior to the completion of this offering.
(2): The pro forma as adjusted balance sheet information as of June 30, 2014 assumes (i) the automatic conversion and re-designation of all of our issued and outstanding preferred shares as of June 30, 2014 into 77,999,069 Class B common shares immediately prior to the completion of this offering; and (ii) the net proceeds we will receive in this offering and the concurrent private placement.

Non-GAAP financial measure

	For the Year Ended December 31,									For the Six Months Ended June 30,

	2012			2013						2013			2014
	RMB			RMB			US$			RMB			RMB			US$
	(in thousands)
Net loss		(175,710	)		(152,214	)		(24,536	)		(85,030	)		(20,686	)		(3,334	)
Add (subtract):
Depreciation and amortization		167,207			196,321			31,646			92,406			121,949			19,657
Share-based compensation		6,683			6,206			1,000			3,283			2,261			365
Interest expenses		66,636			50,880			8,202			34,535			30,954			4,989
Interest income		(1,146	)		(360	)		(58	)		(201	)		(2,832	)		(456	)
Provision for income taxes		5,212			1,228			198			695			1,384			223


Adjusted EBITDA		68,882			102,061			16,452			45,688			133,030			21,444

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Selected operating data

The following tables set forth our key operating metrics as of the dates and for the periods indicated:

Period-end fleet size

	As of December 31,				As of June 30,

	2012		2013		2013		2014
Car rentals		8,957		10,500		9,610		14,260
Car services		872		1,086		969		1,149


Total		9,829		11,586		10,579		15,409

Car rentals and car services

	For the Year Ended December 31,				For the Six Months Ended June 30,

	2012		2013		2013		2014
Average available fleet size ⁽¹⁾		8,484		9,937		9,541		13,289
RevPAC (RMB) ⁽²⁾		145		156		151		160

Car rentals

	For the Year Ended December 31,				For the Six Months Ended June 30,

	2012		2013		2013		2014
Average available fleet size ⁽¹⁾		7,704		8,987		8,686		12,212
RevPAC (RMB) ⁽²⁾		104		115		111		121
Fleet utilization rate (%) ⁽³⁾		72.0		70.5		68.4		70.9
Average daily rental rate (RMB) ⁽⁴⁾		145		163		163		171

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Car services

	For the Year Ended December 31,				For the Six Months Ended June 30,

	2012		2013		2013		2014
Average available fleet size ⁽¹⁾		780		950		855		1,077
RevPAC (RMB) ⁽²⁾		549		546		553		600

(1): "Average available fleet size" is calculated by dividing the aggregate number of days in which our fleet was in operation during a given period by the total number of days during the same period.
(2): "RevPAC" refers to average daily net revenue per available car, which is calculated by dividing the net revenues during a given period by the aggregate number of days in which our fleet was in operation during the same period.
(3): "Fleet utilization rate" refers to the aggregate transaction days for our car rental fleet during a given period divided by the aggregate days our car rental fleet are in operation during the same period. "Transaction days" refer to the aggregate number of days on which a vehicle in our car rental or car services fleet was on rent during a given period.
(4): "Average daily rental rate" refers to RevPAC during a given period divided by the fleet utilization rate during the same period.

See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Key operating metrics" for more information on our non-financial key operating metrics.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations in conjunction with the section entitled "Selected Consolidated Financial and Operating Data" and our consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under "Risk Factors" and elsewhere in this prospectus.

Overview

As of June 30, 2014, we had the broadest geographical coverage among all car rentals and car services providers in China as measured by the number of cities in which services are provided directly, according to Frost & Sullivan. From January 1, 2012 to June 30, 2014, our fleet size increased from 7,717 to 15,409, while we generally maintained a car rental fleet utilization rate of over 70% during the same period. According to Frost & Sullivan, we had the highest fleet utilization rate among the top five car rental companies in China in 2013.

Our one-stop comprehensive services include the following:

•: Car rentals. We provide self-drive car rental services to both individual customers and corporate clients to meet their travel, leisure, business and ground transportation needs. Our short-term car rentals have a term of less than one year and are primarily provided to individual customers on a daily, weekly or monthly basis. Our long-term car rentals have a term of one year or longer and are primarily provided to corporate clients. As of June 30, 2014, our car rental fleet included 14,260 vehicles of over 200 models primarily from major automobile manufacturers. In 2013, we derived approximately 66.6% of our net revenues from car rentals.
•: Car services. We provide chauffeured car services primarily to corporate clients, including a majority of Fortune 500 companies in China. Our car services include routine services such as airport pickup and drop-off, inter-office transfers and other business transportation needs, as well as event-driven activities such as conventions, promotional tours and special events. We generally enter into long-term framework agreements with our corporate clients pursuant to which our vehicles and chauffeur services are provided by different subsidiaries under separate contracts. With over 1,000 vehicles and drivers as of June 30, 2014, our car services were offered in 57 major cities across China with a focus on first-tier cities including Beijing, Shanghai, Guangzhou and Shenzhen. In 2013, we derived approximately 33.4% of our net revenues from car services.

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expenses, interest income and provision for income taxes, was RMB68.9 million, RMB102.1 million (US$16.5 million) and RMB133.0 million (US$21.4 million) in 2012 and 2013 and the six months ended June 30, 2014, respectively. For a reconciliation of our non-GAAP adjusted EBITDA to net loss, the nearest U.S. GAAP measure, see "—Summary Consolidated Financial and Operating Data—Non-GAAP financial measure."

Factors affecting our results of operations

We believe that the most significant macro-level factors affecting our results of operations include:

•: health of the global economy and the growth and development of China's economy;
•: overall growth of China's car services industry;
•: automobile ownership penetration rate and the number of driver license holders in China;
•: increasing demand for leisure travel and shift in lifestyle in China towards driving as a preferred means of travel;
•: growth of transportation infrastructure in China; and
•: governmental regulations and measures relating to vehicle purchase, ownership and usage and tax policies.

See "Industry" for more information relating to macro-level factors affecting our results of operations.

Our results of operations in any given period are more directly affected by company specific factors, including:

•: Fleet utilization. Our ability to effectively utilize our fleet will have a material effect on our results of operations. We view our entire vehicle fleet as one pool of assets that are cross-utilizable, and we re-deploy our fleet to complement different demand cycles. Factors affecting the utilization of our fleet include, among others, our fleet size, the demand for our services, our pricing, our customer experience, the effective management of our operations through our proprietary technology platform, and the competitive landscape of car services market in China. In 2012, 2013 and the six months ended June 30, 2013 and 2014, the fleet utilization rate of our car rental fleet was 72.0%, 70.5%, 68.4% and 70.9%, respectively.
•: Fleet size and geographic coverage. Expansion of our fleet size and geographic coverage is essential to the growth of our business. We had grown our fleet from 7,717 vehicles as of January 1, 2012 to 15,409 vehicles as of June 30, 2014, and expanded our geographic coverage from 48 cities as of January 1, 2012 to 90 cities as of June 30, 2014. We intend to continue to expand our fleet size, further penetrate our existing markets, and extend our services to selected new cities which have strong growth potential and are close to our existing markets, transportation hubs or tourist spots. Our business and results of operations will depend significantly on our ability to expand fleet size and geographic coverage in a timely manner.
•: Pricing. We have adopted a dynamic pricing mechanism to determine our rental rates for car rentals. This mechanism determines a specific vehicle model's rental rate based on its purchase price taking into consideration other variables such as pickup/drop-off time and location, the availability of our vehicles during such period at the location, prevailing market prices, demand for such vehicle model and the length of rental period. Operating expenses such as store expenses and other executory costs are not significant considerations in determining our car rental rates. Our management reviews our rental rates for car rentals on a regular basis.

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We determine the rates for our car services based on a number of factors, including vehicle model, service type, the length of rental period, time and location of pickup and drop-off, and prevailing market prices. Operating expenses such as store expenses and other executory costs are not significant considerations in determining rates for car services. Our management reviews these rates on a regular basis. Our long-term framework agreements with our corporate clients provide for predetermined price ranges and, as a result, our rates for car services are generally more stable.

•: Finance costs. We use banks and third-party financing companies to finance the procurement of a portion of our fleet. Due to our large fleet size and procurement needs, our ability to obtain proper source of financing and respective finance costs in connection with our vehicle acquisition could have a material impact on our results of operations.
•: Vehicle acquisition and disposition and our ability to control operating expenses. Vehicle purchases have historically accounted for, and are expected to continue to account for, most of our capital expenditures. To provide our customers with vehicles in good conditions, we typically hold vehicles in our fleet for three to four years before disposing them through a variety of disposition channels, including auctions, brokered sales, dealers and online used car marketplace. The difference between the disposal price of a used vehicle and the residual book value of such vehicle is recorded as a gain or loss under our depreciation expenses in our consolidated statements of comprehensive loss. Therefore, our ability to dispose of retired vehicles at optimal prices will have a material effect on our results of operations.

In addition, our results of operations will be impacted by our ability to control other operating expenses, including without limitation vehicle-related depreciation, payroll-related expenses, vehicle insurance expenses, vehicle repair and maintenance expenses fuel expenses and store expenses. Our large fleet size provides us economies of scale, enabling us to obtain favorable prices and discounts from key players in the vehicle supply ecosystem. We also plan to open additional in-house vehicle repair and maintenance centers in cities where our fleet has achieved economies of scale and additional in-house repair and maintenance centers are expected to be more cost-effective compared to third-party service providers.

•: Ability to attract and retain customers. The success of our business hinges on our customer satisfaction level, which in turn depends on a variety of factors. These factors include, among others, our ability to (i) consistently provide high-quality customer experience, (ii) continue to offer comprehensive and complementary services tailored to our customers' needs, (iii) maintain good vehicle condition, and (iv) provide timely and satisfactory after-sales services.
•: Seasonality. We generally experience some effects of seasonality due to increases in leisure travel activities and decreases in business travel activities during the summer season and public holidays in the PRC such as Chinese New Year, Labor Day, and National Day. The seasonal impacts on our car rentals and car services may, to some extent, offset each other. Our revenues may also fluctuate due to adverse weather conditions, such as snow or rain storms. Seasonal changes in our revenues do not alter our depreciation and labor costs or certain other expenses, such as rent and insurance, which are fixed in the short run.

Key operating metrics

We utilize a set of key operating metrics which our senior management reviews frequently. The review of these metrics facilitates timely evaluation of the performance of our business and effective communication of results and key decisions, allowing our business to react promptly to changing customer demands and market conditions. When evaluating business performance and profitability, the assessment is made on our entire business as opposed to separate revenue streams. Spending, budgeting and resource allocation decisions are also made taking into account our entire business.

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The following tables set forth our key operating metrics as of the dates and for the periods indicated:

Period-end fleet size

	As of December 31,				As of June 30,

	2012		2013		2013		2014
Car rentals		8,957		10,500		9,610		14,260
Car services		872		1,086		969		1,149


Total		9,829		11,586		10,579		15,409

Car rentals and car services

	For the Year Ended December 31,				For the Six Months Ended June 30,

	2012		2013		2013		2014
Average available fleet size ⁽¹⁾		8,484		9,937		9,541		13,289
RevPAC (RMB) ⁽²⁾		145		156		151		160

Car rentals

	For the Year Ended December 31,				For the Six Months Ended June 30,

	2012		2013		2013		2014
Average available fleet size ⁽¹⁾		7,704		8,987		8,686		12,212
RevPAC (RMB) ⁽²⁾		104		115		111		121
Fleet utilization rate (%) ⁽³⁾		72.0		70.5		68.4		70.9
Average daily rental rate (RMB) ⁽⁴⁾		145		163		163		171

Car services

	For the Year Ended December 31,				For the Six Months Ended June 30,

	2012		2013		2013		2014
Average available fleet size ⁽¹⁾		780		950		855		1,077
RevPAC (RMB) ⁽²⁾		549		546		553		600

(1): "Average available fleet size" is calculated by dividing the aggregate number of days in which our fleet was in operation during a given period by the total number of days during the same period.
(2): "RevPAC" refers to average daily net revenue per available car, which is calculated by dividing the net revenues during a given period by the aggregate number of days in which our fleet was in operation during the same period.
(3): "Fleet utilization rate" refers to the aggregate transaction days for our car rental fleet during a given period divided by the aggregate days our car rental fleet are in operation during the same period. "Transaction days" refer to the aggregate number of days on which a vehicle in our car rental or car services fleet was on rent during a given period.
(4): "Average daily rental rate" refers to RevPAC during a given period divided by the fleet utilization rate during the same period.

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Certain income statement line items

Net revenues

Our net revenues represent our gross revenues from operations, less business tax, VAT and other related surcharges. The following table sets forth our net revenues for the periods presented by service type. No single individual customer or corporate client accounted for more than 5% of our net revenues in any period presented.

	For the Year Ended December 31,												For the Six Months Ended June 30,

	2012					2013							2013					2014
	RMB		% of Net Revenues			RMB		US$		% of Net Revenues			RMB		% of Net Revenues			RMB		US$		% of Net Revenues
	(in thousands, except percentages)
Car rentals		293,691		65.3	%		377,013		60,773		66.6	%		175,104		67.2	%		267,552		43,128		69.6	%
Car services		156,394		34.7			189,381		30,528		33.4			85,552		32.8			116,986		18,858		30.4


Total net revenues		450,085		100.0	%		566,394		91,301		100.0	%		260,656		100.0	%		384,538		61,986		100.0	%

Car rentals

We provide self-drive car rental services to both individual customers and corporate clients. Our short-term car rentals have a term of less than one year and are primarily provided to individual customers on a daily, weekly or monthly basis. A majority of our revenues derived from short-term car rentals are from our basic car rental service package, the charges for which include a daily rental fee, a transaction based handling fee and a basic insurance charge. We also derive a small portion of short-term car rentals revenues from fees and charges for premium services such as vehicle delivery to and pick up from customer-designated locations, GPS-based navigation device rentals, charges for inter-city return, and excess mileage charges. Our long-term car rentals have a term of one year or longer and are primarily provided to corporate clients at a negotiated rental rate under long-term contracts.

Given the various factors that have driven and are expected to continue to drive the growth of China's car rentals market, we expect our car rentals to continue to account for the majority of our net revenues in the foreseeable future. See "Industry—Overview of China's car rental and car service industry" for more information.

Car services

We provide chauffeured car services primarily to corporate clients. We generally enter into long-term framework agreements with our corporate clients pursuant to which our vehicles and chauffeur services are provided by different subsidiaries under separate contracts. We usually charge our corporate clients for car services a negotiated fixed service fee for a specified trip or for services in a certain period of time, which include the provision of chauffeur services. In certain circumstances, based on demand from key corporate clients, we also cooperate with contracted service providers to provide car services in certain cities where we currently do not provide car services or the demand for such services exceeds our existing capacity. We recognize the revenues derived from such contracted service providers on a gross basis and recognize the costs related to them as part of our vehicle operating expenses.

We expect our car services to continue to account for a substantial portion of our net revenues in the foreseeable future.

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Vehicle operating expenses

The principal components of our vehicle operating expenses include vehicle-related depreciation, labor costs, gasoline costs and vehicle repair and maintenance. The following table sets forth the components of our vehicle operating expenses for the periods indicated:

	For the Year Ended December 31,												For the Six Months Ended June 30,

	2012					2013							2013					2014
	RMB		% of Net Revenues			RMB		US$		% of Net Revenues			RMB		% of Net Revenues			RMB		US$		% of Net Revenues
	(in thousands, except percentages)
Net revenues		450,085		100.0	%		566,394		91,301		100.0	%		260,656		100.0	%		384,538		61,986		100.0	%
Vehicle operating expenses:
Vehicle-related depreciation		165,199		36.7			190,463		30,702		33.6			88,719		34.0			118,121		19,041		30.7
Payroll-related expenses		81,427		18.1			112,827		18,187		19.9			50,589		19.4			74,468		12,004		19.4
Vehicle insurance expenses		51,402		11.4			52,098		8,398		9.2			25,142		9.7			30,110		4,854		7.8
Vehicle repair and maintenance		36,926		8.2			45,503		7,335		8.0			18,647		7.2			22,586		3,641		5.9
Fuel expenses		35,160		7.8			39,798		6,415		7.0			16,708		6.4			25,416		4,097		6.6
Store expenses		24,756		5.5			33,766		5,443		6.0			15,677		6.0			20,827		3,356		5.4
Others		37,578		8.4			51,991		8,381		9.2			22,433		8.6			24,485		3,947		6.4


Total vehicle operating expenses		432,448		96.1	%		526,446		84,861		92.9	%		237,915		91.3	%		316,013		50,940		82.2	%

Vehicle-related depreciation. A significant component of our vehicle operating expenses is vehicle-related depreciation. As our fleet continues to grow, depreciation has become, and will continue to be, a significant portion of our vehicle operating expenses. Our depreciation expenses are also affected by the following factors, some of which may be beyond our control: (i) our average vehicle and in-car equipment acquisition cost, (ii) our management's periodic review of present and estimated future market conditions and their effect on residual values of our vehicles at the time of disposal, (iii) provision or write-off in connection with our lost or stolen vehicles, and (iv) any gain or loss resulted from our vehicle disposal. Depreciation begins when three criteria are met: (i) license plate for the vehicle is obtained, (ii) insurance for the vehicle becomes effective, and (iii) GPS-based tracking device is installed on the vehicle, which allows our proprietary technology platform to monitor the location of the vehicle. See "—Critical accounting policies—Property and equipment, net" for more information on our accounting policy regarding vehicle depreciation.

Payroll-related expenses. Our payroll-related expenses primarily consist of salaries, social insurance and welfare benefits of our employees directly involved in vehicle operations. As of June 30, 2014, we had 2,009 full-time employees who were directly involved in vehicle operations and services, including 1,139 drivers. As of December 31, 2013, we had 1,808 full-time employees who were directly involved in vehicle operations and services, including 1,006 drivers, as compared to 1,546 as of December 31, 2012, including 768 drivers. We expect the number of our employees to continue to increase. As overall wages in China continue to increase, we expect our labor costs to continue to rise in the foreseeable future. We seek to maintain compensation levels in accordance with prevailing trends in our industry. See "Risk Factors—Risks related to our business and industry—If the average salary or statutory welfare expenses of our employees increase significantly, our profitability may be materially adversely impacted."

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Vehicle insurance expenses. We purchase motor vehicle damage insurance, third-party liability insurance, compulsory traffic accident insurance, passenger injury insurance, and other insurance coverage that our management considers adequate to protect our assets and operations under different situations. If we have a low accident rate of our fleet, we may benefit from the "no-claim discount" and enjoy lower insurance premium when purchasing relevant insurance for our fleet.

Vehicle repair and maintenance. Vehicle repair and maintenance expenses are largely a function of our fleet size. As our fleet size increases, we expect these expenses to increase. Vehicle repair and maintenance expenses are also affected by the age and model of vehicles. A new vehicle typically incurs less repair and maintenance expenses than an older one. We also expect that opening more in-house vehicle repair and maintenance centers in cities where we have sizable fleet will help reduce average repair and maintenance expenses per vehicle.

Fuel expenses. We bear the fuel expenses consumed when we provide car services to our corporate clients. We also bear the fuel expenses for gasoline in our vehicles when we deliver our rental cars to customers and when we provide vehicle pick-up and drop-off services to them, as well as the fuel expenses of internal fleet dispatching and repair and maintenance.

Store expenses. Our store expenses include rental expenses with respect to our service locations, which include our stores and pick-up points, depreciation of store equipment and improvement, and other store related expenses. We typically enter into lease agreements for our stores with terms of three to five years. The increase in our store expenses primarily resulted from our continued expansion, and we expect our store expenses will continue to increase as we further expand our nationwide service network.

Other expenses. Other expenses include, among others, fees paid to contracted service providers for car services provided by them to our clients in certain cities where we currently do not provide car services or the demand for such services exceeds our existing capacity. Other expenses also include tolls, vehicle annual inspection fees and other miscellaneous expenses.

As we continue to expand the scale of our operations, we expect to gradually benefit from economies of scale and increasing operating efficiency, thereby lowering our vehicle operating expenses as a percentage of our net revenues.

Selling and marketing expenses

Selling and marketing expenses consist primarily of advertising and promotion expenses. We have historically promoted our brand and services primarily through online channels, such as search engines, social network websites and Internet portals. We also utilize offline advertising channels, such as outdoor advertising. Attributable to our commitment to enhanced customer experience, we have built a broad and diverse customer base and are increasingly benefiting from word-of-mouth referrals, thereby lowering the growth rate of our selling and marketing expenses. Selling and marketing expenses also include payroll-related expenses in connection with our sales and marketing personnel and other expenses relating to our selling and marketing activities. As of June 30, 2014, our sales and marketing department consisted of 123 employees.

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The following table sets forth the key components of our selling and marketing expenses for the periods indicated:

	For the Year Ended December 31,												For the Six Months Ended June 30,

	2012					2013							2013					2014
	RMB		% of Net Revenues			RMB		US$		% of Net Revenues			RMB		% of Net Revenues			RMB		US$		% of Net Revenues
	(in thousands, except percentages)
Net revenues		450,085		100.0	%		566,394		91,301		100.0	%		260,656		100.0	%		384,538		61,986		100.0	%
Selling and marketing expenses:
Advertising and promotion expenses		23,616		5.2			24,794		3,997		4.4			11,716		4.5			6,797		1,096		1.8
Payroll-related expenses		9,223		2.0			10,290		1,659		1.8			5,350		2.1			6,768		1,091		1.8
Others		5,370		1.3			5,355		863		0.9			1,074		0.4			2,462		396		0.6


Total selling and marketing expenses		38,209		8.5	%		40,439		6,519		7.1	%		18,140		7.0	%		16,027		2,583		4.2	%

General and administrative expenses

General and administrative expenses consist primarily of (i) payroll-related expenses relating to our administrative and management functions, (ii) office rental expenses for our headquarters, (iii) share-based compensation expenses, and (iv) other administrative expenses. See "—Critical accounting policies—Share-based compensation" for more information relating to share-based compensation expenses.

The increases in our general and administrative expenses from 2012 to 2013 and from the six months ended June 30, 2013 to the six months ended June 30, 2014 primarily reflected our business expansion. We also recorded significant professional fees in 2012 and 2013 in connection with our financing activities. We expect our general and administrative expenses to continue to increase in absolute amounts as our business expands and as we become a public company resulting in significant reporting and compliance costs. We believe our facilities and proprietary technology platform enable us to support a substantial further increase in net revenues without causing a proportionate increase in our general and administrative expenses, and as a result, we expect our general and administrative expenses as a percentage of our net revenues to decline in the long run as we grow our business.

The following table sets forth the key components of our general and administrative expenses for the periods indicated:

	For the Year Ended December 31,												For the Six Months Ended June 30,

	2012					2013							2013					2014
	RMB		% of Net Revenues			RMB		US$		% of Net Revenues			RMB		% of Net Revenues			RMB		US$		% of Net Revenues
	(in thousands, except percentages)
Net revenues		450,085		100.0	%		566,394		91,301		100.0	%		260,656		100.0	%		384,538		61,986		100.0	%
General and administrative expenses:
Payroll-related expenses		41,651		9.3			57,469		9,264		10.1			28,859		11.1			30,161		4,862		7.8
Office rental expenses		5,095		1.1			6,927		1,117		1.2			3,027		1.2			3,460		558		0.9
Share-based compensation		6,567		1.5			6,168		994		1.1			3,218		1.2			2,203		356		0.6
Depreciation expense		207		0.0			1,839		296		0.3			1,114		0.4			1,044		168		0.3
Others		40,911		9.1			40,013		6,450		7.1			19,898		7.6			19,095		3,077		5.0


Total general and administrative expenses		94,431		21.0	%		112,416		18,121		19.8	%		56,116		21.5	%		55,963		9,021		14.6	%

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Other operating income

Other operating income relates primarily to government grants and subsidies that we receive from various level of local governments, including the financial subsidies in relation to the VAT Pilot Program. We recognize such grants and subsidies on a cash basis. Government grants and subsidies are granted from time to time at the discretion of the relevant government authorities. These grants and subsidies are granted for general corporate purposes and to support our ongoing operations in the region.

Share-based compensation expenses

We recognize share-based compensation based on the grant date fair value of equity awards, with compensation expense recognized over the period in which the grantee is required to provide services to our company in exchange for the equity award. Share-based compensation expense is classified in the consolidated statements of comprehensive loss based upon the job function of the grantee. See "—Critical accounting policies—Share-based compensation" for more information. We recognized share-based compensation expenses related to shares or share options granted to certain directors, officers and employees for their services to us in the amount of RMB6.7 million and RMB6.2 million (US$1.0 million) in 2012 and 2013, respectively, and RMB3.3 million and RMB2.3 million (US$0.4 million) for the six months ended June 30, 2013 and 2014, respectively.

Taxation

Cayman Islands

We are incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, we are not subject to income or capital gains tax. In addition, dividend payments are not subject to withholding tax in the Cayman Islands.

Hong Kong

Our wholly owned Hong Kong subsidiaries, eHi Hong Kong and L&L, are subject to Hong Kong profit tax on its activities conducted in Hong Kong. No provision for Hong Kong profit tax has been made in the consolidated financial statements as eHi Hong Kong and L&L have no assessable income in 2012, 2013 and the six months ended June 30, 2014. Dividends from our Hong Kong subsidiaries to us are exempt from withholding tax.

PRC

Prior to the effective date of the EIT Law on January 1, 2008, enterprises in China were generally subject to an enterprise income tax at a statutory rate of 33% unless they qualified for certain preferential treatment. Effective as of January 1, 2008, the EIT Law applies a uniform enterprise income tax rate of 25% to all domestic enterprises and foreign-invested enterprises and grants tax incentives for qualified enterprises. Therefore, unless otherwise specified, all of our PRC subsidiaries transitioned from an income tax rate of 33% to 25%, effective January 1, 2008. The EIT Law and its Implementing Rules also permit qualified small-scaled enterprises with low profit margins to enjoy a reduced 20% enterprise income tax rate. On November 29, 2011, Circular 117 further provided that if a qualified small-scaled enterprise with low profit margins has an annual taxable income of not more than RMB60,000, then 50% of its taxable income can be exempted from enterprise income tax until December 31, 2015, further reducing the effective enterprise income tax rate to 10% until then.

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In addition, the EIT Law treats enterprises established outside of China that have "de facto management bodies" located in China as PRC resident enterprises for tax purposes. Under the EIT Law and its Implementing Rules, a "de facto management body" is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances and other assets of an enterprise. We have not been informed by any PRC tax authorities that we or any of our offshore subsidiaries are treated as a resident enterprise for PRC tax purposes as of the date of this prospectus. However, PRC tax authorities could make such a determination in the future, and if considered a resident enterprise for PRC tax purposes, our company would be subject to the PRC enterprise income tax on our global income. See "Risk Factors—Risks related to doing business in China—We may be classified as a resident enterprise for PRC enterprise income tax purposes; such classification could result in unfavorable tax consequences to us and our non-PRC shareholders."

Since January 1, 2012, the MOF and the SAT have started to implement the VAT Pilot Program, providing that companies which are classified by Shanghai's local tax authorities as in transportation or certain modern service sectors are required to pay VAT, instead of business tax. Currently our subsidiaries incorporated in Shanghai are subject to a 17% VAT rate for our car rentals and a 11% VAT rate for our car services. This VAT Pilot Program has been implemented nationwide. See "Risk Factors—Risks related to doing business in China—We may be subject to additional tax payments as a result of the recent changes in PRC tax law."

Critical accounting policies

We prepare our consolidated financial statements in accordance with U.S. GAAP, which requires us to make judgments, estimates and assumptions that affect: (i) the reported amounts of assets and liabilities, (ii) disclosure of contingent assets and liabilities at the end of each reporting period and (iii) the reported amounts of revenue and expenses during each reporting period. We evaluate these estimates and assumptions based on historical experience, knowledge and assessment of current business and other conditions, and expectations regarding the future based on available information and reasonable assumptions, which together form a basis for making judgments about matters not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. When reviewing our financial statements, you should consider (i) our selection of critical accounting policies, (ii) the judgment and other uncertainties affecting the application of such policies and (iii) the sensitivity of reported results to changes in conditions and assumptions. We consider the policies discussed below to be critical to an understanding of our financial statements as their application places significant demands on the judgment of our management.

Revenue recognition

We provide car rentals and car services to our customers. Revenues are primarily comprised of vehicle rental fees and insurance charges, which are recognized over the rental period. Revenue from the sale of gasoline is recognized when the vehicle is returned and is based on the actual volume of gasoline consumed or a contracted fee paid by the customer. Payments for our services from individual customers are generally collected in advance and such amounts received are recorded as advances from customers on the consolidated balance sheets, and are recognized as revenue when services are rendered and revenue recognition criteria are met. For corporate clients who are on credit terms, the initial credit evaluation is conducted before trade credits are extended, and revenue is recognized when collectability is reasonably assured, services are rendered and all other revenue recognition criteria are met.

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Based on demand from our corporate clients, we engage contracted service providers in offering car services to our customers where we currently do not provide such services in certain cities or the demand for such services exceeds our existing capacity. The end customers sign service contracts directly with us in such arrangements and we are the party who is responsible for customers' acceptance for services rendered. In case of customer disputes, we resolve customer complaints and are solely responsible for refunding customers their payments. Therefore, we are considered the primary obligor. We also determine the service fee and bear the credit risk. As a result, we recognize this type of revenue on a gross basis.

In the consolidated statements of comprehensive loss, revenues are presented net of business tax, VAT and other related surcharges. Vehicle operating expenses associated with car rentals and car services have not been presented separately as we cannot reasonably and reliably estimate and allocate expenses to each of the revenue streams.

Customer loyalty program

We established our customer loyalty program, eHi loyalty program, in 2008. Our registered members who have used our car rental services could join this program and earn loyalty membership points upon eligible purchases, and such points can be redeemed for free rental periods, mileage upgrades, and other free gifts. We account for the customer loyalty program using the incremental cost method to estimate the costs associated with the future obligation to our customers, and record such costs as selling and marketing expenses in the consolidated statements of comprehensive loss. Unredeemed membership points are recorded in accrued expenses and other current liabilities in the consolidated balance sheets. We adjust the liability associated with our customer loyalty program based on our estimate of future redemption of membership points prior to their expiration, which is three years from the day the membership points are awarded. Our estimate of the rate of future redemptions of membership points is based primarily upon our actual historical redemptions.

Allowance for doubtful accounts

We perform ongoing credit evaluation, and provide for an allowance for doubtful accounts for estimated losses resulting from the inability or unwillingness of our customers to make required payments. We review our allowance for doubtful accounts quarterly by assessing individual accounts receivable over a specific aging and amount. Delinquent account balances are written off when we have determined that the likelihood of collection is remote.

Investments

For investments where we do not have a controlling financial interest, we evaluate if they are investments in debt and equity securities and if they provide us with the ability to exercise significant influence over the operating and financial policies of the investees. Investments in debt and equity securities are classified into one of three categories: (i) "held to maturity" which are reported at amortized cost; (ii) "trading securities" which are reported at fair value with unrealized holding gains and losses recorded in earnings; and (iii) "available for sale" which are reported at fair value with changes in unrealized gains and losses recorded in other comprehensive income. The equity method is used for investments where we do not have a controlling financial interest but has the ability to exercise significant influence over the operating and financial policies of the investee. Cost method is used for investments where we do not have the ability to exercise significant influence over the operating and financial policies of the investee.

Investments are evaluated for impairment when facts or circumstances indicate that the fair value of an investment is less than its carrying value. We review several factors to determine whether a loss is

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other-than-temporary including, but not limited to, (1) nature of the investment; (2) cause and duration of the impairment; (3) extent to which fair value is less than cost; (4) current economic and market conditions; and (5) ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value.

Property and equipment, net

Property and equipment is stated at cost, less accumulated depreciation and impairment. Depreciation of property and equipment is recorded on a straight-line basis upon the purchase date, which approximates their in-use date, except for vehicles and leasehold improvements, of which the in-use dates are tracked and monitored separately.

Vehicles

The initial cost of a vehicle is comprised of purchase price, plus any costs directly attributable to bringing the vehicle to the location and condition necessary for its intended use. Depreciation of vehicles is recorded on a straight-line basis, after consideration of expected holding periods and estimates of residual values. We expect to hold our vehicles for a period of approximately three to four years before their disposal. We estimate residual value of our vehicles based on the current market price for used vehicles we obtained from used vehicles dealers or the used car market of similar models. However, the used vehicle market in China is still relatively premature and the price for similar vehicles could vary in different cities throughout the country depending on local market factors. We monitor accounting estimates relating to our vehicles on a quarterly basis, including the used vehicle market as well as the selling price of our vehicles when disposed of to assess the appropriateness of our estimated residual value. Changes made to estimates such as the estimated useful lives or residual values are reflected in vehicle related depreciation expense on a prospective basis. A 1% increase or decrease in the estimated residual value of vehicles would result in a corresponding decrease or increase in the vehicle related depreciation expense by RMB3.4 million (US$0.5 million) for the year ended December 31, 2013, and RMB2.3 million (US$0.4 million) for the six months ended June 30, 2014. Gain or loss on disposal of vehicles is calculated as the difference between the net sales proceeds and the carrying amount of the vehicle, and such amount is recognized as an adjustment to the vehicle related depreciation expense as part of vehicle operating expenses in the consolidated statements of comprehensive loss.

We monitor activities and utilization of our vehicles on a regular basis via the installed GPS equipment. We write off the net carrying value of the vehicle and record a loss in the consolidated statements of comprehensive loss if a vehicle is inactive for more than six months and could not be located via the GPS system.

Impairment of long-lived assets

We review our long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, we measure impairment by comparing the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the assets and their eventual disposition. If the sum of the estimated undiscounted future cash flow is less than the carrying amount of the assets, we recognize an impairment loss equal to the excess of the carrying value over the fair value of the assets. Fair value is based upon discounted cash flows of the assets at a rate deemed reasonable for the type of asset and prevailing market conditions, appraisals and, if appropriate, current estimated net sales proceeds from pending offers. Future cash flow estimates are, by their nature, subjective and actual results may differ materially from our estimates. Our estimates of cash flow are

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based on the current regulatory, social and economic climates where we conduct our operations as well as recent operating information and budgets for our business. These estimates could be negatively impacted by changes in laws and regulations, economic downturns, or other events affecting our business. If our ongoing estimates of future cash flows are not met, we may have to record additional impairment charges in future accounting periods.

Government grants and subsidy income

We receive government subsidies in the PRC from various levels of local governments from time to time which are granted for general corporate purposes and to support our ongoing operations in the region. We are also entitled to receive financial subsidies in relation to the VAT Pilot Program. These government subsidies are granted at the discretion of the relevant government authorities and, therefore, such amounts are recorded as other operating income on the consolidated statements of comprehensive loss in the period when cash is received.

Share-based compensation

We adopted the 2010 Plan in April 2010, which was amended and restated in December 2010 and August 2014. In October 2014, we adopted the 2014 Plan, which will be conditional on and effective upon completion of this offering. These performance incentive plans were adopted to help us recruit and retain key employees, directors or consultants and to motivate such persons to exert their best efforts on behalf of our company by providing incentives through the granting of share-based awards. The plan administrator is our board of directors or a committee appointed and determined by the board. Under the 2010 Plan, we are authorized to issue a maximum of 6,698,470 common shares. As of the date of this prospectus, 5,143,150 options and 450,000 restricted shares remained outstanding under the 2010 Plan, all of which were granted to our employees. These awards vest upon satisfaction of continuous service, which varies over a period of three to five years from the date of grant. Under the 2014 Plan, we are authorized to initially reserve a maximum of 4,000,000 common shares, provided that the shares reserved shall automatically increase on January 1 of each year during the term of the 2014 Plan, commencing on January 1, 2015, by an amount equal to the lesser of (i) one percent (1%) of the total number of common shares issued and outstanding on December 31 of the immediately preceding calendar year, (ii) 1,000,000 common shares or (iii) such number of common shares as may be determined by our board of directors.

We recognize share-based compensation on a straight-line basis based on the grant date fair value of equity awards, with compensation expense recognized over the period in which the grantee is required to provide services to us in exchange for the equity award. Share-based compensation expense is classified in the consolidated statements of comprehensive loss based upon the job function of the grantee. We account for a cancellation or settlement of an equity settled share-based payment award as an acceleration of vesting, and recognize immediately the amount that otherwise would have been recognized for services received over the remainder of the vesting period. There were no cancellations or modifications of share-based compensation awards for the years ended December 31, 2012 and 2013 and for the six months ended June 30, 2014.

As the share-based compensation expense recognized in the consolidated statements of comprehensive loss is based on awards ultimately expected to vest, such amounts have been reduced for estimated forfeitures. Forfeitures are estimated at the time of grant based on our historical experience and revised in subsequent periods if actual forfeitures differ from those estimates.

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The following table sets forth the options and restricted shares granted under the amended and restated 2010 Plan between January 1, 2011 and the date of this prospectus:

Date							Type of Valuation

4/5/2011	324,000		2.20	1.92	3.42	1.22	Contemporaneous
6/10/2011	30,000		2.20	3.13	4.91	2.71	Contemporaneous
6/10/2011	63,500		3.11	2.73	4.91	1.80	Contemporaneous
6/24/2011	30,000		2.20	3.22	5.02	2.82	Contemporaneous
6/24/2011	20,000		3.11	2.82	5.02	1.91	Contemporaneous
4/1/2013	300,000		3.11	1.72	3.86	0.75	Retrospective
8/26/2014	590,000	⁽¹⁾	7.00	3.53	6.99	—	Contemporaneous
8/26/2014	710,000	⁽²⁾	7.00	3.03	6.99	—	Contemporaneous
8/26/2014	450,000	⁽³⁾	nil	6.99	6.99	6.99	Contemporaneous

(1): Represents options granted to certain executive officers.
(2): Represents options granted to certain employees (other than executive officers).
(3): Represents restricted shares granted to certain executive officers.

Significant factors, assumptions, and methodologies used in determining fair value of options

We are a private company with no quoted market prices for our common shares. We have therefore made estimates, with assistance from an independent valuation firm, relating to the fair value of our common shares on the respective valuation dates. As part of the valuation process, we have also taken into consideration the transaction value of independent third parties' private equity investments in us that are closest to the respective valuation dates. We applied the binomial option pricing model when evaluating the fair value of options granted on their respective grant dates. The key assumptions used in the binomial model include the risk-free interest rate, option term, expected volatility, expected dividend yield, and post-vesting forfeiture rate:

•: Risk-free interest rate—The risk-free interest rate for periods within the contractual life of an option is based on the U.S. Treasury yield curve in effect at the time of grant.
•: Option term—Option term is the contract life of the option.
•: Expected volatility—The expected volatility of the underlying common shares during the life of the options was estimated with reference to average volatilities of comparable companies.
•: Expected dividend yield—The dividend yield was estimated based on our expected dividend policy over the expected term of the options. We have never declared or paid any cash dividends on our shares, and we do not anticipate any dividend payments on our common shares in the foreseeable future.
•: Post-vesting forfeiture rate—The post-vesting forfeiture rate was estimated at the time of grant and revised in the subsequent periods if actual forfeitures differ from the initial estimates.

The binomial option pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable, which are characteristics not present in our option grants. Existing valuation models, including the Black-Scholes and binomial option pricing models, may not provide reliable measures of the fair value of our share-based compensation. Consequently, there is a risk that our estimates of the fair values of our share-based compensation awards on the grant dates may be significantly different from the actual values realized upon the exercise, expiration, early termination or forfeiture of those share-based payments in the future. Certain

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share-based compensation awards, such as employee share options, may expire worthless or otherwise result in zero intrinsic value as compared to the fair value originally estimated on the grant date and reported in our financial statements. Alternatively, values that are significantly higher than fair values originally estimated on the grant date and reported in our financial statements may be realized from these instruments. There is currently no market-based mechanism or other practical application to verify the reliability and accuracy of the estimates stemming from these valuation models, nor is there a means to compare and adjust the estimates to actual values.

Significant factors, assumptions, and methodologies used in determining fair value of common shares

We are a private company with no quoted market prices for our common shares. In determining the grant date fair value of our common shares for purposes of recording share-based compensation in connection with employee share options for options granted on April 1, 2013, we, with the assistance of independent appraisers, performed retrospective valuation instead of contemporaneous valuation because, at that time of valuation, our limited financial and human resources were principally focused on business development efforts. This approach is consistent with the guidance prescribed by the AICPA Audit and Accounting Practice Aid, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, or the Practice Aid. Specifically, the "Level B" recommendation in paragraph 16 of the Practice Aid sets forth the preferred types of valuation that should be used.

In determining the fair value of our common shares, we considered in part valuation reports prepared by an independent third-party appraiser based on data we provided. These valuation reports provided us with guidelines in determining the fair value, but the determination of fair value was made by our management. We, with the assistance of an independent third-party appraiser, evaluated the use of three generally accepted valuation approaches: market, cost and income approaches to estimate our enterprise value, and applied the income approach in determining the fair value of our common shares. The market and cost approaches are considered inappropriate for valuing our common shares because no exactly comparable market transaction could be found for the market valuation approach, and the cost approach does not directly incorporate information about the economic benefits contributed by our business operations.

In applying the income approach and assessing the discounted cash flow analysis, we made complex and highly subjective judgments and assumptions about our projected financial and operating results. We are also required to make other assumptions such as our weighted average cost of capital, general market and macroeconomic conditions, nature and stage of development of our company, comparable companies, and our business risks. Changes in these assumptions could significantly affect the valuation results, our financial positions, and the results of our operations.

The main assumptions used in the income approach are set out as follows:

•: Weighted average cost of capital, or WACC—The WACCs were determined based on a consideration of such factors as risk-free rate, comparative industry risk, equity risk premium, company size and company-specific factors. We used WACC of 18.0%, 17.0%, 17.0%, 18.0% and 16.0% in the income approach analysis for April 5, 2011, June 10, 2011, June 24, 2011, April 1, 2013 and August 26, 2014, respectively.
•: Comparable companies—In deriving the WACCs, which are used as the discount rates under the income approach, three to four publicly traded companies in the U.S. (varied by valuation time points), one publicly traded company in Brazil, and one publicly traded company in Germany were selected for reference as our guideline companies.
•: Discount for lack of marketability, or DLOM—When determining the DLOM, the option pricing model (put option) was applied to quantify the DLOM where applicable, taking into consideration factors like the timing of liquidity event such as an IPO and estimated volatility of our common shares. The DLOMs applied to the equity value derived from the discounted cash

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flow 9.0%, 6.0%, 6.0%, 14.0% and 4.0% in the income approach analysis for April 5, 2011, June 10, 2011, June 24, 2011, April 1, 2013 and August 26, 2014, respectively.

The assumptions used in deriving the fair values were consistent with our business plan. However, these assumptions are inherently uncertain and highly subjective. These assumptions include: no material changes in the existing political, legal and economic conditions in China; no major changes in the tax rates applicable to our subsidiaries and consolidated affiliated entities in China; our ability to retain competent management, key personnel and staff to support our ongoing operations; and no material deviation in market conditions from economic forecasts.

Significant factors contributing to the difference in fair value determined

The fair value of our common shares increased from US$3.42 as of April 5, 2011 to US$4.91 as of June 11, 2011, and further to US$5.02 as of June 24, 2011 primarily due to the following:

•: We lowered the DLOM from 9% as of April 5, 2011 to 6% as of June 11, 2011 as a result of the closer proximity to the liquidity event in our original plan;
•: The senior redeemable convertible bonds issuances in the aggregate amount of US$35 million (including the conversion of the US$7 million promissory notes issued in May 2011) demonstrated a decline in the perceived risk of our securities;
•: The increased financial resources available to us as a consequence of drawing closer to an expected liquidity event would reduce the risk that we will fail to achieve our forecasts for rapid expansion, which lowered our company-specific risk premium; and
•: The continued expansion and growth in the size of our business, and the resulting management's adjustment of our financial forecasts to reflect the anticipated higher revenue growth rate and long-term profitability in the future due to the above-mentioned developments.

The fair value of our common shares decreased from US$5.02 as of June 24, 2011 to US$3.86 as of April 1, 2013 primarily due to the following:

•: We increased the DLOM from 6% to 14% due to the temporary deterioration of the overall macro-economic environment in the PRC during this period, and the resulting reduction in activities in the IPO market, which directly impacted and prolonged the estimated time to a liquidity event;
•: The approaching redemption dates of Series A Preferred Shares in May 2013, and convertible bonds in June 2013 leading to an anticipated reduction in short-term operating capital, which hindered our projected growth rate due to reduction in capital investments and smaller fleet size; and
•: Management's adjustment of our financial forecasts to reflect the anticipated slower growth rate due to the above-mentioned developments, as well as the increased competition in the industry.

The fair value of our common shares increased from US$3.86 as of April 1, 2013 to US$6.99 as of August 26, 2014 primarily due to the following:

•: We lowered the DLOM from 14% as of April 1, 2013 to 4% as of August 26, 2014 as a result of the reduction in the expected time period leading to a liquidity event. We confidentially submitted the registration statement relating to this offering to the SEC in the second quarter of 2014 and expect to complete this offering in the fourth quarter of 2014;
•: The issuance of Series E preferred shares in December 2013 and April 2014 in the aggregate amount of US$127.1 million, which provided us with additional capital for our business expansion;

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•: The continued growth of our fleet size and the corresponding increases in economies of scale, increases in revenue and operating margin, and the improvement of our financial and operating performance which led to the reduction in net loss; and
•: Management's adjustment of our financial forecasts to reflect the anticipated higher revenue growth rate and profitability in the future due to the above-mentioned developments.

Fair value measurements

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, we consider the principal or most advantageous market in which we would transact and we consider assumptions that market participants would use when pricing the asset or liability.

The established fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument's categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of inputs may be used to measure fair value include:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Observable, market-based inputs, other than quoted prices, in active markets for identical assets or liabilities.

Level 3: Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

As the inputs used in developing the fair value for level 3 instruments are unobservable, and require significant management judgment, a change in these inputs could result in a significant change in the fair value measurement.

Our convertible bonds and warrants are classified as level 3 financial instruments. The following tables set forth the significant inputs used in determining the fair value of these financial instruments.

Convertible bonds

The fair value of the convertible bonds converted from the 2011 Notes with the principal amount of RMB45,551,800 (US$7,000,000) was valued under binomial option pricing model. The following significant assumptions were used in the model on June 10, 2011 when the 2011 convertible bonds were issued:


Time to maturity			2 years
Risk-free rate			0.4%
Underlying equity value			US$4.91
Straight debt discount rate			16%
Share price volatility			46%

In July 2013, when the convertible bonds were amended, we accounted for the transaction as an extinguishment of the convertible bonds and recorded the modified convertible bonds at fair value. The fair value was determined using the binomial option pricing model. The following significant assumptions were used in the valuation model as of July 10, 2013:


Time to maturity			1 month
Risk-free rate			0.01%
Underlying equity value			US$3.93
Straight debt discount rate			1.18%
Share price volatility			34%

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Warrants

In connection with our issuance of Series D preferred shares on March 28, 2012, 3,000,000 warrants ("Warrants D") were issued to purchase our common shares. The Warrants D were issued in two batches with fixed exercise prices of US$5.70 and US$6.00 and lives of two and four years, respectively. The number of common share purchasable upon exercise of the Warrants D shall be proportionally adjusted to reflect any share dividend, share split, combination of shares or reverse share split, or other similar event affecting the number of outstanding common shares. The fair value of the warrants as of March 28, 2012, when the warrants were issued, was computed using the binomial option pricing model with the following assumptions:

	Warrant D-1	Warrant D-2

Risk-free rate	0.36%	0.82%
Expected life	24 months	48 months
Equity Value	US$3.90	US$3.90
Volatility	42%	43%
Dividend yield	Nil	Nil

The equity value attributed to common shareholders was determined by back-solve option pricing model, under which our entire equity value was allocated to preferred shares, common shares, and conversion shares (upon exercising preferred shares, convertible bonds, warrants and options) on a fully diluted basis.

Debt, mezzanine equity, and equity instruments

Convertible instruments

We issued various types of convertible financing instruments including convertible bonds, promissory notes and convertible preferred shares. For these financing instruments, we consider the following when assessing their accounting implications:

Balance sheet classification

When issuing financing instruments, we assess whether such instruments should be liability, mezzanine equity, or permanent equity classified based on multiple indicators such as the legal form of the transaction, redemption and conversion features, voting rights, other embedded features, etc.

An issued instrument that is legal form debt is accounted for as debt of the issuer. An instrument that is legal form equity is evaluated further to determine if it should be classified as liability or equity. Freestanding equity instruments with mandatory redemption requirements, embodies an obligation to repurchase the issuer's equity shares by transferring assets, or certain obligations to issue a variable number of shares, are treated as liability-classified instruments. Equity instruments that are redeemable at the option of the holder or not solely within our control are classified as mezzanine equity. Initial and subsequent measurements of financing instruments are driven by the instruments' balance sheet classification.

Embedded derivatives

We review the terms of each convertible instrument and determine whether the host instrument is more akin to debt or equity based on the economic characteristics and risks, based on stated and implied features. We then evaluate if there were any embedded features, including conversion options, which would require bifurcation and separate accounting from the host contract.

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Beneficial conversion feature ("BCF")

The BCF guidance is applicable only to convertible instruments (1) whose embedded conversion option is not required to be separated under ASC 815 and (2) that do not contain a cash conversion feature that must be separately reported under ASC 470-20.

To determine if a beneficial conversion feature should be recognized, we analyze the relationship between the accounting conversion price and our share price at the commitment date. We calculate the effective conversion price for the convertible instruments issued, and if a beneficial conversion feature exists, we record the intrinsic value of the conversion option as equity and correspondingly reduce the carrying value of the convertible instruments.

Accretion

The initial value of the instruments recorded on the transaction date may be less than their redemption values. In such case, the financing instruments generally have to be accreted to their redemption values over the applicable period and the amount is recorded as deemed dividend on the preferred shares or deemed interest on the debt.

Accretion on preferred share as equity depends on whether the redemption is solely at the issuer's option. For example, if the preferred share has a stated redemption date, the preferred share should be accreted over the period from issuance to the redemption date. Conversely, if a preferred share instrument is redeemable only at the option of the issuer, the discount from the redemption value is not accreted.

Modification or extinguishment

For modification to convertible bond/promissory note in which the embedded conversion option is not separated and accounted for as a derivative under ASC 815, we assess whether the convertible debt should be accounted for as a modification or extinguishment in accordance with the two-step approach under ASC 470-50-40. The first step is the ten percent cash flow test; the second step is assessment of the change in fair value of the conversion option and the addition or removal of a substantive embedded conversion option.

For modification to preferred shares not classified as liabilities, we assess whether an amendment to the term of the preferred shares is an extinguishment or a modification based on a qualitative evaluation. If the amendment adds, removes, significantly changes to a substantive contractual term or to the nature of the instrument, the amendment would constitute an extinguishment of the instrument. If extinguishment accounting does not apply based on our assessment, we would recognize the difference between the fair value of the instrument with the new terms and the fair value of the instrument with the original terms, as an effective dividend to (contribution from) preferred shareholders.

Warrants

We record common and convertible preferred share warrants issued to investors in accordance with their classification. Warrants classified as liabilities are initially recorded at fair value with gains and losses arising from changes in fair value recognized in the consolidated statements of comprehensive loss when such instruments are outstanding. Warrants classified as equity are initially recorded at fair value and subsequent changes in fair value are not recognized as long as the warrants continue to be classified as equity.

If warrants are subsequently modified through an amendment, we assess its impact on classification and measurement. For equity-classified instrument issued to preferred shares investors that remains classified in equity after the modification, we recognize in accumulated deficits the change in the fair value of the instrument before and after the modification.

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Internal control over financial reporting

Our independent registered public accounting firm has not conducted an audit of our internal control over financial reporting. However, in connection with the audit of our consolidated financial statements as of and for the two years ended December 31, 2013, we and our independent registered public accounting firm identified two material weaknesses and other deficiencies in our internal control over financial reporting as of December 31, 2013. As defined in standards established by the PCAOB, a "material weakness" is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. A significant deficiency is a control deficiency, or a combination of control deficiencies, that adversely affects our ability to initiate, authorize, record, process, or report external financial data reliably in accordance with U.S. GAAP such that there is more than a remote likelihood that a misstatement of our financial statements that is more than inconsequential will not be prevented or detected by our employees.

The material weaknesses identified related to insufficient accounting resources and expertise necessary to comply with U.S. GAAP and lack of sufficient and documented financial closing policies and procedures, specifically those related to period end cut-off, accounts classification and presentation. Neither we nor our independent registered public accounting firm undertook a comprehensive assessment of our internal control for purposes of identifying and reporting material weaknesses and other control deficiencies in our internal control over financial reporting. Had we performed a formal assessment of our internal control over financial reporting or had our independent registered public accounting firm performed an audit of our internal control over financial reporting, additional control deficiencies may have been identified.

Following the identification of these material weaknesses and other control deficiencies and in connection with preparation of our consolidated financial statements, we performed additional review procedures, including a thorough review of journal entries and reconciliations for key accounts, to ensure the completeness and accuracy of the consolidated financial statements prepared in accordance with U.S. GAAP.

In April 2013, we hired a chief financial officer who is experienced in U.S. GAAP and SEC reporting. As part of our efforts to address the identified material weaknesses and other control deficiencies, we will further improve our internal control over financial reporting through (i) recruiting additional personnel with U.S. GAAP experience and expertise, (ii) arranging appropriate U.S. GAAP training for the relevant accounting personnel; (iii) prepare comprehensive accounting policies and procedures manuals to improve the quality and accuracy of our period end closing process, (iv) more rigorously enforcing the reconciliation between our car rental operation system and accounting system during the period-end closing process, and (v) engage external consulting firm to assess Sarbanes-Oxley compliance readiness and improve overall internal controls over financial reporting. In addition, we plan to integrate our car rental operation system and accounting system to improve the efficiency and effectiveness of the reconciliation process. We expect to complete the measures described above as soon as practicable upon completion of this offering and will continue to implement measures to remedy our internal control deficiencies in order to meet the deadline imposed by Section 404. However, the implementation of these measures may not fully address the deficiencies in our internal control over financial reporting. We are not able to estimate with reasonable certainty the costs that we will need to incur to implement these and other measures designed to improve our internal control over financial reporting. See "Risk Factors—Risks related to our business and industry—In preparing our consolidated financial statements, we have identified material weaknesses and other control deficiencies in our internal control over financial reporting. If we fail to maintain an effective system of internal control over financial reporting, we may be unable to accurately report our financial results or prevent fraud, and investor confidence in our company and the market price of our ADSs may be adversely affected."

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Results of operations

The following table sets forth our historical results of operations in absolute amount and as percentages of our net revenues for the periods indicated:

	For the Year Ended December 31,															For the Six Months Ended June 30,

	2012						2013									2013						2014
	RMB			% of Net Revenues			RMB			US$			% of Net Revenues			RMB			% of Net Revenues			RMB			US$			% of Net Revenues
	(in thousands, except percentages, share and per share data)
Consolidated statements of comprehensive loss data
Net revenues		450,085			100.0	%		566,394			91,301			100.0	%		260,656			100.0	%		384,538			61,986			100.0	%
Vehicle operating expenses ⁽¹⁾		(432,448	)		(96.1	)		(526,446	)		(84,861	)		(92.9	)		(237,915	)		(91.3	)		(316,013	)		(50,940	)		(82.2	)
Selling and marketing expenses ⁽¹⁾		(38,209	)		(8.5	)		(40,439	)		(6,519	)		(7.1	)		(18,140	)		(7.0	)		(16,027	)		(2,583	)		(4.2	)
General and administrative expenses ⁽¹⁾		(94,431	)		(21.0	)		(112,416	)		(18,121	)		(19.8	)		(56,116	)		(21.5	)		(55,963	)		(9,021	)		(14.6	)
Other operating income		11,041			2.5			13,549			2,184			2.3			1,894			0.7			12,682			2,044			3.3


Total operating expenses		(554,047	)		(123.1	)		(665,752	)		(107,317	)		(117.5	)		(310,277	)		(119.1	)		(375,321	)		(60,500	)		(97.7	)


Profit/(Loss) from operating		(103,962	)		(23.1	)		(99,358	)		(16,016	)		(17.5	)		(49,621	)		(19.1	)		9,217			1,486			2.3


Interest income		1,146			0.3			360			58			0.1			201			0.1			2,832			456			0.7
Interest expense		(66,636	)		(14.8	)		(50,880	)		(8,202	)		(9.0	)		(34,535	)		(13.2	)		(30,954	)		(4,989	)		(8.0	)
Other income (expense), net		(1,046	)		(0.3	)		(1,108	)		(178	)		(0.3	)		(380	)		(0.1	)		(397	)		(64	)		(0.1	)


Loss before income taxes		(170,498	)		(37.9	)		(150,986	)		(24,338	)		(26.7	)		(84,335	)		(32.3	)		(19,302	)		(3,111	)		(5.1	)


Provision for income taxes		(5,212	)		(1.1	)		(1,228	)		(198	)		(0.2	)		(695	)		(0.3	)		(1,384	)		(223	)		(0.4	)
Net loss		(175,710	)		(39.0	)		(152,214	)		(24,536	)		(26.9	)		(85,030	)		(32.6	)		(20,686	)		(3,334	)		(5.5	)

(1): Include share-based compensation charges of RMB6.7 million and RMB6.2 million (US$1.0 million) in 2012 and 2013, respectively, and RMB3.3 million and RMB2.3 million (US$0.4 million) in the six months ended June 30, 2013 and 2014, respectively, allocated as follows:

	For the Year Ended December 31,						For the Six Months Ended June 30,

	2012		2013				2013		2014
	RMB		RMB		US$		RMB		RMB		US$
	(in thousands)
Vehicle operating expenses		81		29		5		7		7		1
Selling and marketing expense		35		9		1		58		51		8
General and administrative expenses		6,567		6,168		994		3,218		2,203		356


Total Share-based compensation expense		6,683		6,206		1,000		3,283		2,261		365

Six months ended June 30, 2014 compared to six months ended June 30, 2013

Net revenues

Our total net revenues increased by RMB123.8 million, or 47.5%, from RMB260.7 million in the six months ended June 30, 2013 to RMB384.5 million (US$62.0 million) in the six months ended June 30, 2014, driven by increases in our net revenues from both car rentals and car services.

Car rentals. Our net revenues from car rentals increased by RMB92.5 million, or 52.8%, from RMB175.1 million in the six months ended June 30, 2013 to RMB267.6 million (US$43.1 million) in the six months ended June 30, 2014, primarily as a result of an increase in our average available fleet size for car rentals from 8,686 vehicles in the six months ended June 30, 2013 to 12,212 vehicles in the six months ended June 30, 2014. Our RevPAC increased from RMB111 in the six months ended June 30, 2013 to RMB121 in the six months ended June 30, 2014, and our daily rental rate increased from RMB163 in the six months ended June 30, 2013 to RMB171 in the six months ended June 30, 2014, which primarily reflected the supply and demand dynamics as well as different car model mix offering during such periods. Our fleet utilization rate was 68.4% in the six months ended June 30, 2013 and 70.9% in the six months ended June 30, 2014. The lower fleet utilization rate in the six months ended June 30, 2013 was primarily due to some of our vehicles, being a potential source for us to fund the possible redemption of our then outstanding convertible bonds, were under repair and maintenance in preparation for disposal during such period. In the six months ended June 30, 2014, our

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net revenues from car rentals accounted for 69.6% of our total net revenues, representing a slight increase from 67.2% of our total net revenues in the six months ended June 30, 2013.

Car services. Our net revenues from car services increased by RMB31.4 million, or 36.7%, from RMB85.6 million in the six months ended June 30, 2013 to RMB117.0 million (US$18.9 million) in the six months ended June 30, 2014, primarily as a result of an increase in our average daily rental fleet from 855 in the six months ended June 30, 2013 to 1,077 in the six months ended June 30, 2014, as well as increased demands for car services from our corporate clients in the six months ended June 30, 2014. Our RevPAC increased from RMB553 in the six months ended June 30, 2013 to RMB600 in the six months ended June 30, 2014, which primarily reflected the changes in our car model mix and the signing of new corporate contracts with higher rates during such periods.

Vehicle operating expenses

Our vehicle operating expenses increased by RMB78.1 million, or 32.8%, from RMB237.9 million in the six months ended June 30, 2013 to RMB316.0 million (US$50.9 million) in the six months ended June 30, 2014. The increase in our vehicle operating expenses was primarily due to (i) an increase of RMB29.4 million in vehicle-related depreciation, primarily as a result of an increase in our fleet size; and (ii) an increase of RMB23.8 million in labor costs, as we continued to expand our operations and geographic coverage.

Selling and marketing expenses

Our selling and marketing expenses decreased by RMB2.1 million, or 11.6%, from RMB18.1 million in the six months ended June 30, 2013 to RMB16.0 million (US$2.6 million) in the six months ended June 30, 2014. This decrease primarily reflected a decrease of RMB4.9 million in our advertising and promotional expenses in the six months ended June 30, 2014 as our "eHi" brand became more established with more word-of-mouth referrals, partially offset by an increase of RMB1.4 million in payroll-related expenses as a result of the expansion of our operations.

General and administrative expenses

Our general and administrative expenses remained relatively stable at RMB56.1 million and RMB56.0 million (US$9.0 million) in the six months ended June 30, 2013 and 2014, respectively.

Other operating income

We recorded other operating income of RMB1.9 million and RMB12.7 million (US$2.0 million) in the six months ended June 30, 2013 and 2014, respectively. Other operating income primarily reflected government subsidies we received during the respective periods, which were recognized on a cash basis.

Interest expenses

Our interest expenses decreased from RMB34.5 million in the six months ended June 30, 2013 to RMB31.0 million (US$5.0 million) in the six months ended June 30, 2014. The higher interest expenses in the six months ended June 30, 2013 were primarily due to the accrued interest expenses in connection with our then outstanding convertible bonds, which were subsequently converted in late 2013, partially offset by an increase in interest expenses for our bank and other borrowings in the six months ended June 30, 2014, primarily as a result of an increase in our bank and other borrowings during such period.

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Provision for income taxes

We made provisions for income taxes of RMB0.7 million and RMB1.4 million (US$0.2 million) in the six months ended June 30, 2013 and 2014, respectively. Provision for income taxes made in each of such periods was primarily due to the fact some of our PRC operating subsidiaries including Shanghai Taihao, eHi Jiangsu and Chongqing eHi Car Rental Co., Ltd. recorded taxable income in respective periods in accordance with PRC tax regulations.

Net loss

As a result of the foregoing, we recorded a net loss of RMB20.7 million (US$3.3 million) in the six months ended June 30, 2014, as compared to a net loss of RMB85.0 million in the six months ended June 30, 2013.

Year ended December 31, 2013 compared to year ended December 31, 2012

Net revenues

Our total net revenues increased by RMB116.3 million, or 25.8%, from RMB450.1 million in 2012 to RMB566.4 million (US$91.3 million) in 2013, driven primarily by increases in net revenues from our car rentals and car services.

Car rentals. Our net revenues from car rentals increased by RMB83.3 million, or 28.4%, from RMB293.7 million in 2012 to RMB377.0 million (US$60.8 million) in 2013, primarily as a result of an increase in our average available fleet size for car rentals from 7,704 vehicles in 2012 to 8,987 vehicles in 2013. Our RevPAC increased from RMB104 in 2012 to RMB115 in 2013. Our fleet utilization rate was relatively stable during these periods, being 72.0% in 2012 and 70.5% in 2013, respectively. Our daily rental rate increased from RMB145 in 2012 to RMB163 in 2013, reflecting improved supply and demand dynamics and different car model mix offered during such periods. In 2013, our net revenues from car rentals accounted for 66.6% of our total net revenues, representing a slight increase from 65.3% of our total net revenues in 2012.

Car services. Our net revenues from car services increased by RMB33.0 million, or 21.1%, from RMB156.4 million in 2012 to RMB189.4 million (US$30.5 million) in 2013, primarily as a result of an increase in our average daily rental fleet from 780 in 2012 to 950 in 2013, as well as increased demands for car services from our corporate clients in 2013. Our RevPAC remained stable during such periods, being RMB549 in 2012 and RMB546 in 2013, respectively.

Vehicle operating expenses

Our vehicle operating expenses increased by RMB94.0 million, or 21.7%, from RMB432.4 million in 2012 to RMB526.4 million (US$84.9 million) in 2013. The increase in our vehicle operating expenses was primarily due to increases in (i) vehicle-related depreciation, primarily as a result of an increase in our fleet size and our management's ongoing assessment of market conditions for vehicle residual values; (ii) payroll-related expenses, as we increased our headcount to support our business expansion and the average labor costs in China increased in 2013 reflecting a higher inflation rate in this year; (iii) vehicle insurance expenses, which increased as our fleet grew; (iv) other expenses, which partially consisted of an increase in fees paid to contracted service providers as we expanded our car services network; and (v) vehicle repair and maintenance expenses, primarily as a result of an increase in our fleet size.

Selling and marketing expenses

Our selling and marketing expenses increased by RMB2.2 million, or 5.8%, from RMB38.2 million in 2012 to RMB40.4 million (US$6.5 million) in 2013. This increase was primarily due to an increase in

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our advertising and promotion expenses along with the expansion of our fleet size and geographic coverage as well as an increase in payroll-related expenses. Such increase was partially offset by a decrease in marketing expenses on keyword searches on major search engines in 2013 as our "eHi" brand was more established and we received more word-of-mouth referrals.

General and administrative expenses

Our general and administrative expenses increased by RMB18.0 million, or 19.1%, from RMB94.4 million in 2012 to RMB112.4 million (US$18.1 million) in 2013, primarily due to increases in wages and salaries associated with our administrative and management personnel and increased headcount as a result of our continued expansion. We also recorded significant professional fees in 2012 and 2013 in connection with our financing activities.

Other operating income

We recorded other operating income of RMB11.0 million and RMB13.5 million (US$2.2 million) in 2012 and 2013, respectively, which primarily consisted of government grants and subsidies we received from various levels of local governments in the respective years. See "—Certain income statement line items—Other operating income."

Interest expenses

Our interest expenses decreased from RMB66.6 million in 2012 to RMB50.9 million (US$8.2 million) in 2013, primarily due to the conversion of our convertible bonds in 2013, partially offset by an increase in interest expenses in 2013 as a result of the increased long-term borrowings in 2013.

Provision for income taxes

We made provisions for income taxes of RMB5.2 million and RMB1.2 million (US$0.2 million) in 2012 and 2013, respectively. Provision for income taxes made in 2012 and 2013 was primarily due to the fact that our operating subsidiaries, eHi Jiangsu and Chongqing eHi Car Rental Co., Ltd. recorded taxable income in respective years in accordance with PRC tax regulations.

Net loss

As a result of the foregoing, we incurred a net loss of RMB152.2 million (US$24.5 million) in 2013, as compared to a net loss of RMB175.7 million in 2012.

Selected Quarterly Results of Operations and Operating Data

The following table sets forth our selected unaudited consolidated quarterly results of operations for each of the ten quarters in the period from January 1, 2012 to June 30, 2014. You should read the following table in conjunction with our consolidated financial statements and the related notes thereto included elsewhere in this prospectus. We have prepared the unaudited consolidated quarterly financial information on the same basis as our audited consolidated financial statements. The unaudited consolidated financial information includes all adjustments, consisting only of normal and recurring

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adjustments, that we consider necessary for a fair statement of our financial positions and operating results for the periods presented.

	For the Three Months Ended

	March 31, 2012			June 30, 2012			September 30, 2012			December 31, 2012			March 31, 2013			June 30, 2013			September 30, 2013			December 31, 2013			March 31, 2014			June 30, 2014
	(RMB in thousands)
Net revenues		102,119			107,413			115,802			124,751			128,945			131,711			148,340			157,398			183,917			200,621


Car rentals		69,575			66,607			74,621			82,888			90,831			84,273			98,491			103,418			130,325			137,227


Car services		32,544			40,806			41,181			41,863			38,114			47,438			49,849			53,980			53,592			63,394


Vehicle operating expenses		(102,604	)		(102,165	)		(111,619	)		(116,059	)		(114,342	)		(123,573	)		(141,167	)		(147,364	)		(151,198	)		(164,815	)
Selling and marketing expenses		(9,846	)		(9,231	)		(9,336	)		(9,796	)		(7,846	)		(10,294	)		(12,647	)		(9,652	)		(7,996	)		(8,031	)
General and administrative expenses		(24,613	)		(22,564	)		(22,978	)		(24,277	)		(28,409	)		(27,707	)		(28,455	)		(27,845	)		(28,652	)		(27,311	)
Other operating income		1,336			6,381			2,680			645			340			1,554			1,138			10,517			105			12,577
Total operating expenses		(135,727	)		(127,579	)		(141,253	)		(149,487	)		(150,257	)		(160,020	)		(181,131	)		(174,344	)		(187,741	)		(187,580	)


Profit/(Loss) from operations		(33,608	)		(20,166	)		(25,451	)		(24,736	)		(21,312	)		(28,309	)		(32,791	)		(16,946	)		(3,824	)		13,041
Interest income		80			183			818			65			137			64			23			136			2,073			759
Interest expenses		(14,817	)		(15,214	)		(18,315	)		(18,290	)		(18,205	)		(16,330	)		(5,267	)		(11,078	)		(15,168	)		(15,786	)
Other income (expenses), net		(239	)		(164	)		(580	)		(64	)		(14	)		(366	)		(334	)		(394	)		(258	)		(139	)
Loss before income taxes		(48,584	)		(35,361	)		(43,528	)		(43,025	)		(39,394	)		(44,941	)		(38,369	)		(28,282	)		(17,177	)		(2,125	)
Provision for income taxes		(1,485	)		(1,081	)		(1,330	)		(1,316	)		(333	)		(362	)		(303	)		(230	)		(659	)		(725	)
Net loss		(50,069	)		(36,442	)		(44,858	)		(44,341	)		(39,727	)		(45,303	)		(38,672	)		(28,512	)		(17,836	)		(2,850	)
Selected non-GAAP Financial Data
Adjusted EBITDA ⁽¹⁾		12,002			16,326			20,183			20,371			23,595			22,093			19,519			36,854			54,043			78,987

(1): See "Non-GAAP financial measure".

Our quarterly net revenues have experienced continued growth for the ten quarters in the period from January 1, 2012 to June 30, 2014, driven primarily by an increase in net revenues from our car rentals and, to a lesser extent, by an increase in net revenues from our car services. The increase in net revenues from our car rentals was primarily a result of an increase in our average available fleet size for car rentals from 7,238 in the three months ended March 31, 2012 to 13,689 in the three months ended June 30, 2014. The increase in net revenues from our car services primarily reflected the geographical and fleet expansion of our car services.

Seasonal fluctuations have affected, and are likely to continue to affect, our business. We generally generate more revenues from car rentals during holiday seasons in China, in particular during the Chinese New Year holidays in the first quarter of each year, when leisure travel activities increase substantially. On the other hand, we generally generate less revenues from car services during holiday seasons in China, when business travel activities generally decline. We generally generate more revenues from our car services from the second quarter to the fourth quarter of each year, when business travel activities and institutional events generally increase. Although our rapid growth has mitigated the impact of the seasonal fluctuations, we expect that the impact of seasonal fluctuations may become more obvious in the future. See "Risk Factors—Risks related to our business and industry — Our business is seasonal, and a disruption in our operations during our peak or off peak seasons could materially adversely affect our results of operations."

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The following table sets forth our non-financial key performance indicators as of the dates and for the periods indicated:

	As of

	March 31, 2012		June 30, 2012		September 30, 2012		December 31, 2012		March 31, 2013		June 30, 2013		September 30, 2013		December 31, 2013		March 31, 2014		June 30, 2014
Period-end Fleet Size
Car rentals		7,498		7,837		8,902		8,957		9,004		9,610		10,315		10,500		12,334		14,260
Car services		716		793		819		872		842		969		1,044		1,086		1,073		1,149


Total		8,214		8,630		9,721		9,829		9,846		10,579		11,359		11,586		13,407		15,409

	For the Three Months Ended

	March 31, 2012		June 30, 2012		September 30, 2012		December 31, 2012		March 31, 2013		June 30, 2013		September 30, 2013		December 31, 2013		March 31, 2014		June 30, 2014
Car Rentals and Car Services
Average available fleet size		7,916		8,041		8,567		9,416		9,392		9,689		10,241		10,875		11,793		14,785
RevPAC (RMB)		142		147		147		144		153		149		157		157		173		149
Car Rentals
Average available fleet size		7,238		7,256		7,756		8,568		8,600		8,772		9,224		9,801		10,734		13,689
RevPAC (RMB)		107		101		105		105		117		106		116		115		135		110
Fleet utilization rate(%)		73.5		71.8		72.2		70.6		67.7		69.0		71.6		73.1		71.8		70.0
Average daily rental rate (RMB)		145		140		145		149		173		153		162		157		188		157
Car Services
Average available fleet size		678		785		811		848		792		917		1,017		1,074		1,059		1,096
RevPAC (RMB)		533		571		552		537		535		568		533		546		562		636

We experienced continued growth in fleet size and net revenues for both car rentals and car services from the three months ended March 31, 2012 to the three months ended June 30, 2014. During the same periods, our daily rental rate for car rentals primarily reflected the supply and demand dynamics as well as different car model mix offered during such periods. We generally maintained an over 70.0% fleet utilization rate for our car rentals fleet. In the first and second quarters of 2013, utilization rates for our car rentals fleet lowered to 67.7% and 69.0%, respectively, as some of our vehicles were under repair and maintenance in preparation for disposal as a potential source for us to fund the possible redemption for our then outstanding convertible bonds. Our RevPAC for car services generally maintained stable as our car services were primarily provided under long-term framework agreements with predetermined prices.

Non-GAAP financial measure

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The following table reconciles our adjusted EBITDA in 2012 and 2013 and for the six months ended June 30, 2013 and 2014, to the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP, which is net loss:

	For the Year Ended December 31,									For the Six Months Ended June 30,

	2012			2013						2013			2014
	RMB			RMB			US$			RMB			RMB			US$
	(in thousands)
Net loss		(175,710	)		(152,214	)		(24,536	)		(85,030	)		(20,686	)		(3,334	)
Add (subtract):
Depreciation and amortization		167,207			196,321			31,646			92,406			121,949			19,657
Share-based compensation		6,683			6,206			1,000			3,283			2,261			365
Interest expenses		66,636			50,880			8,202			34,535			30,954			4,989
Interest income		(1,146	)		(360	)		(58	)		(201	)		(2,832	)		(456	)
Provision for income taxes		5,212			1,228			198			695			1,384			223


Adjusted EBITDA		68,882			102,061			16,452			45,688			133,030			21,444

The following table reconciles our adjusted EBITDA in the ten quarters in the period from January 1, 2012 to June 30, 2014 to the most directly comparable financial measure calculated and presented in accordance with U.S. GAAP, which is net loss:

	For the Three Months Ended

	March 31, 2012			June 30, 2012			September 30, 2012			December 31, 2012			March 31, 2013			June 30, 2013			September 30, 2013			December 31, 2013			March 31, 2014			June 30, 2014
	(RMB in thousands)
Net loss		(50,069	)		(36,442	)		(44,858	)		(44,341	)		(39,727	)		(45,303	)		(38,672	)		(28,512	)		(17,836	)		(2,850	)
Add (subtract):
Depreciation and amortization		44,165			35,006			44,404			43,632			43,755			48,651			51,012			52,903			56,918			65,031
Share-based compensation		1,684			1,650			1,810			1,539			1,166			2,117			1,632			1,291			1,207			1,054
Interest expenses		14,817			15,214			18,315			18,290			18,205			16,330			5,267			11,078			15,168			15,786
Interest income		(80	)		(183	)		(818	)		(65	)		(137	)		(64	)		(23	)		(136	)		(2,073	)		(759	)
Provision for income taxes		1,485			1,081			1,330			1,316			333			362			303			230			659			725


Adjusted EBITDA		12,002			16,326			20,183			20,371			23,595			22,093			19,519			36,854			54,043			78,987

Our adjusted EBITDA increased from RMB68.9 million in 2012 to RMB102.1 million (US$16.5 million) in 2013, and increased from RMB45.7 million for the six months ended June 30, 2013 to RMB133.0 million (US$21.4 million) for the six months ended June 30, 2014, as we expanded our fleet size and geographical coverage for both car rentals and car services. In addition, the increase in our adjusted EBITDA for the six months ended June 30, 2014 was partially attributable to the financial subsidy in connection with the VAT Pilot Program and other government subsidies we received in the six months ended June 30, 2014.

The use of adjusted EBITDA has certain limitations because it does not reflect all items of income and expense that affect our operations. Items excluded from adjusted EBITDA are significant components in understanding and assessing our operating and financial performance. Depreciation and amortization, share-based compensation, interest expenses, interest income and provision for income taxes have been and may continue to be incurred in our business and are not reflected in the presentation of adjusted EBITDA. Each of these items should also be considered in the overall evaluation of our results. Additionally, adjusted EBITDA does not consider capital expenditures and other investing activities and should not be considered as a measure of our liquidity. We reconcile this non-GAAP financial measure to the nearest U.S. GAAP measure, which should be considered when evaluating our performance. The term adjusted EBITDA is not defined under U.S. GAAP, and adjusted EBITDA is not a measure of net income or loss, operating income or loss, operating

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performance or liquidity presented in accordance with U.S. GAAP. When assessing our operating and financial performance, you should not consider such data in isolation or as a substitute for our net income or loss, operating income or loss or any other operating performance measure that is calculated in accordance with U.S. GAAP. Further, adjusted EBITDA may differ from the non-GAAP information used by other companies, including peer companies, and therefore comparability may be limited. We encourage investors and others to review our financial information in its entirety and not rely on a single financial measure.

Liquidity and capital resources

We incurred operating losses in 2012 and 2013. Our operations and our growth have primarily been financed by issuances of our preferred shares and convertible notes and, more recently, by bank borrowings and credit arrangements with financing entities of automobile manufacturers.

As of June 30, 2014, we had RMB318.1 million (US$51.3 million) in cash and cash equivalents. As of June 30, 2014, we had an aggregate of RMB886.7 million (US$142.9 million) in total borrowings, including RMB346.5 million (US$55.8 million) outstanding short-term borrowing and RMB540.2 million (US$87.1 million) outstanding long-term borrowings from banks and third-party financing companies. Among the total borrowings of RMB886.7 million (US$142.9 million), RMB665.5 million (US$107.3 million) were collateralized by some of our vehicles as well as equity interest in some of our operating subsidiaries in the PRC.

In March 2012, we issued 10,000,000 shares of Series D preferred shares for cash of RMB298.8 million (US$48.2 million). In December 2013 and April 2014, we issued 18,554,545 and 4,545,455 shares of Series E preferred shares, respectively, for cash of US$102.1 million and US$25.0 million, respectively. As a result, we believe we will have the financial resources necessary to fund our obligations as they become due and maintain our operations through December 31, 2014. We may need additional cash due to business expansion, changing business conditions or other future developments, including any investments or acquisitions we may decide to pursue. To further expand our business and meet additional liquidity needs in the future, we may need additional financing, including but not limited to, proceeds from this offering and other equity offering and debt financing in the capital markets as well as borrowings from banks and third-party financing companies.

The following table sets forth a summary of our net cash flows for the periods indicated:

	For the Year Ended December 31,									For the Six Months Ended June 30,

	2012			2013						2013			2014
	RMB			RMB			US$			RMB			RMB			US$
	(in thousands)
Net cash provided by/(used in) operating activities		26,120			12,063			1,945			(36,165	)		32,571			5,251
Net cash used in investing activities		(272,959	)		(576,553	)		(92,939	)		(152,994	)		(791,962	)		(127,662	)
Net cash provided by financing activities		321,726			1,063,134			171,374			110,284			442,555			71,338
Effect of exchange rate changes on cash and cash equivalents		(62	)		(1,364	)		(220	)		(1,204	)		4,186			675
Net increase/(decrease) in cash and cash equivalents		74,825			497,280			80,160			(80,079	)		(312,650	)		(50,398	)
Cash and cash equivalents-beginning of period		58,628			133,453			21,512			133,453			630,733			101,672
Cash and cash equivalents-end of period		133,453			630,733			101,672			53,374			318,083			51,274

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Operating activities

Net cash provided by operating activities consists primarily of our net loss, non-cash adjustments including depreciation and amortization, accretion of convertible bonds and share-based compensation expenses, and changes in operating assets and liabilities, such as accrued expense and other current liabilities, accounts receivable and prepaid expenses and other current assets.

Net cash provided by operating activities in the six months ended June 30, 2014 was RMB32.6 million (US$5.3 million), as compared to a net loss of RMB20.7 million (US$3.3 million). The principal items accounting for the difference between our net cash provided by operating activities and our net loss included depreciation and amortization expenses of RMB121.9 million (US$19.7 million), partially offset by an increase in prepaid expenses and other assets of RMB28.7 million (US$4.6 million), a decrease in accrued expenses and other liabilities of RMB21.6 million (US$3.5 million) mainly resulting from the payment of advertising and other operating expenses, and an increase in accounts receivable of RMB20.6 million (US$3.3 million).

Net cash provided by operating activities in 2013 was RMB12.1 million (US$1.9 million), as compared to a net loss of RMB152.2 million (US$24.5 million). The principal items accounting for the difference between our net cash provided by operating activities and our net loss included depreciation and amortization expenses of RMB196.3 million (US$31.6 million), accretion of convertible bonds of RMB10.7 million (US$1.7 million) and share-based compensation expenses of RMB6.2 million (US$1.0 million), partially offset by an increase in prepaid expenses and other assets of RMB25.5 million (US$4.1 million), an increase in accounts receivable of RMB13.7 million (US$2.2 million) resulting from increased sales and a decrease in accrued expense and other liabilities of RMB10.3 million (US$1.7 million) mainly resulting from the payment of convertible bonds interest expenses.

Net cash provided by operating activities in 2012 amounted to RMB26.1 million, as compared to a net loss of RMB175.7 million. The principal items accounting for the difference between our net cash provided by operating activities and our net loss included depreciation and amortization expenses of RMB167.2 million, an increase in accrued expense and other current liabilities of RMB20.6 million and share-based compensation expenses of RMB6.7 million, partially offset by an increase in accounts receivable of RMB20.1 million and an increase in prepaid expenses and other assets of RMB15.6 million.

Investing activities

Our cash used in investing activities is primarily related to investments in property and equipment, mostly vehicle purchases.

Net cash used in investing activities amounted to RMB792.0 million (US$127.7 million) in the six months ended June 30, 2014, primarily attributable to RMB579.7 million (US$93.4 million) associated with purchases of property and equipment, mostly vehicles, cash paid for cost method investment of RMB153.8 million (US$24.8 million) in connection with our investment in Travice Inc. and a RMB82.2 million (US$13.3 million) increase in restricted cash, partially offset by RMB26.7 million (US$4.3 million) proceeds from disposal of property and equipment, mostly used vehicles.

Net cash used in investing activities amounted to RMB576.6 million (US$92.9 million) in 2013, primarily attributable to RMB601.1 million (US$96.9 million) associated with purchases of property and equipment, mostly vehicles, and a RMB30.2 million (US$4.9 million) increase in restricted cash, partially offset by RMB60.8 million (US$9.8 million) proceeds from disposal of property and equipment, mostly used vehicles.

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Net cash used in investing activities amounted to RMB273.0 million in 2012, primarily attributable to RMB286.6 million purchases of property and equipment, mostly vehicles, partially offset by RMB19.5 million proceeds from disposal of property and equipment, mostly used vehicles.

Financing activities

Net cash provided by financing activities consist primarily of proceeds from equity financings and borrowings from banks and third-party financing companies. Our financing activities for the periods discussed below were primarily to fund the expansion of our fleet and service network throughout China.

Net cash provided by financing activities amounted to RMB442.6 million (US$71.3 million) in the six months ended June 30, 2014, primarily attributable to RMB460.7 million (US$74.3 million) proceeds from borrowings and RMB154.3 million (US$24.9 million) proceeds from issuance of additional Series E preferred shares, partially offset by the repayment of borrowings of RMB169.4 million (US$27.3 million) during the same period.

Net cash provided by financing activities amounted to RMB1,063.1 million (US$171.4 million) in 2013, primarily attributable to RMB820.0 million (US$132.2 million) proceeds from borrowings and RMB624.5 million (US$100.7 million) proceeds from issuance of preferred shares in connection with our Series E financing, partially offset by, among others, the repayment of borrowings of RMB403.0 million (US$65.0 million) in 2013.

Net cash provided by financing activities amounted to RMB321.7 million in 2012, primarily attributable to RMB298.8 million proceeds from issuance of preferred shares in connection with our Series D financing and RMB194.1 million proceeds from borrowings, partially offset by, among others, repayment of borrowings of RMB156.0 million.

Capital expenditures

Our capital expenditures are primarily used for vehicle purchases. Our capital expenditures totaled RMB286.6 million, RMB601.1 million (US$96.9 million) and RMB579.7 million (US$93.4 million) in 2012, 2013 and the six months ended June 30, 2014, respectively. We expect the substantial majority of our capital expenditures in the rest of 2014 to relate to the planned growth of our fleet. We intend to fund our capital expenditures with existing cash balances, cash generated from our operating activities, borrowings from banks and third-party financing companies and anticipated proceeds from this offering and the concurrent private placement.

Contractual obligations

The following table sets forth our contractual obligations, including interest portion, as of December 31, 2013:

			Payment Due by Period

	Total		Within 1 Year		1-3 Years		3-5 Years		More than 5 Years
	(RMB in thousands)
Short-term borrowings ⁽¹⁾		110,816		110,816		—		—		—
Long-term borrowings ⁽¹⁾		636,433		160,569		391,788		84,076		—
Operating lease obligations		44,573		19,581		21,306		3,686		—


Total		791,822		290,966		413,094		87,762		—

(1): Amounts include (i) principal amounts included in short-term borrowings and long-term borrowings on the consolidated balance sheets, and (ii) estimated interest payments of

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RMB1.7 million and RMB150.2 million on the outstanding short-term and long-term borrowings, respectively, based on the contractual borrowing terms and the respective applicable interest rates.

Off-balance sheet arrangements

We do not engage in trading activities involving non-exchange traded contracts, interest rate swap transactions or foreign currency forward contracts. In the ordinary course of our business, we do not enter into transactions involving, or otherwise form relationships with, unconsolidated entities or financial partnerships that are established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Inflation

Inflation in China has not materially impacted our results of operations in recent years. According to the National Bureau of Statistics of China, the year-over-year increase in the consumer price index for 2011, 2012 and 2013 was 5.4%, 2.6% and 2.6%, respectively. Although we have not been materially affected by inflation in the past, we may be affected if China experiences higher rates of inflation in the future. If inflation continues to rise, we may experience increases in the wages of our employees as a result of the increasing inflation levels in China or otherwise. See "Risk Factors—Risks related to our business and industry—If the average salary or statutory welfare expenses of our employees increase significantly, our profitability maybe materially adversely impacted."

Quantitative and qualitative disclosure about market risk

Foreign exchange risk

Our financial statements are expressed in Renminbi, and substantially all of our revenues and expenses are denominated in Renminbi. Currently our exposure to foreign exchange risk primarily relates to the limited cash and cash equivalents denominated in currencies other than the Renminbi. We do not believe that we currently have any significant direct foreign exchange risk and have not hedged exposures denominated in foreign currencies or any other derivative financial instruments. However, the value of your investment in our ADSs will be affected by the foreign exchange rate between U.S. dollars and Renminbi because the primary value of our business is effectively denominated in Renminbi, while the ADSs will be traded in U.S. dollars. See "Risk Factors—Risks related to doing business in China—Fluctuations in exchange rate may have a material adverse effect on our results of operations and the value of your investment."

The conversion of Renminbi into foreign currencies, including U.S. dollars, is based on rates set by the People's Bank of China. The PRC government allowed the Renminbi to appreciate by more than 20% against the U.S. dollar between July 2005 and July 2008. Between July 2008 and June 2010, this appreciation halted and the exchange rate between the Renminbi and the U.S. dollar remained within a narrow band. Since June 2010, the PRC government has allowed the Renminbi to appreciate slowly against the U.S. dollar again. In April 2012, the PRC government announced that it would allow greater Renminbi exchange rate fluctuation. However, it remains unclear how this announcement might be implemented. There remains significant international pressure on the PRC government to adopt a more flexible currency policy, which could result in greater fluctuations of the Renminbi against the U.S. dollar. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the Renminbi and the U.S. dollar in the future.

To the extent that we need to convert U.S. dollars we receive from this offering into RMB for our operations or other uses within the PRC, appreciation of the RMB against the U.S. dollar would have an adverse effect on the RMB amount we would receive from the conversion. On the other hand, a decline in the value of RMB against the U.S. dollar could reduce the U.S. dollar equivalent amounts of our financial results, the value of your investment in our company and the dividends we may pay in the

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future, if any, all of which may have a material adverse effect on the price of our ADSs. By way of example, as of June 30, 2014, we had RMB-denominated cash and cash equivalents and restricted cash of RMB114.3 million, and U.S. dollar-denominated cash balances of US$51.4 million. Assuming we had converted such RMB denominated cash into U.S. dollars at the exchange rate of RMB6.2036 for US$1.00 as of June 30, 2014, our U.S. dollar cash balance would have been US$69.8 million. If the RMB had depreciated by 1% against the U.S. dollar, our U.S. dollar cash balance would have been US$69.6 million instead.

Interest rate risk

Our exposure to interest rate risk primarily relates to the variable interest rates for our outstanding borrowing and, following this offering, any interest income generated by excess cash. As of June 30, 2014, our total outstanding borrowing arrangements amounted to RMB886.7 million (US$142.9 million) with interest rates ranging from 5.6% - 13%. Assuming the principal of the outstanding loans remains the same as of June 30, 2014, a 1% increase in each applicable interest rate would add RMB8.9 million (US$1.4 million) to our interest expenses over the next 12 months. We have not used derivative financial instruments to manage our interest rate risk exposure to date.

We have not been exposed to material risks due to changes in interest rates to date. However, our future interest expenses may increase and interest income may fall due to changes in interest rates.

Recently issued accounting standards

In February 2013, the FASB issued an authoritative pronouncement related to reporting of amounts reclassified out of accumulated other comprehensive income. Under the guidance, an entity is required to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. GAAP to be reclassified in its entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional details about those amounts. The guidance is effective prospectively for reporting periods beginning after December 15, 2012 for public entities. The adoption of this guidance did not have an impact effect on our consolidated financial statements.

In March 2013, the FASB issued an authoritative pronouncement related to parent's accounting for the cumulative translation adjustment upon derecognition of certain subsidiaries or groups of assets within a foreign entity or of an investment in a foreign entity. Under the guidance, the cumulative translation adjustment should be released into net income when a reporting entity (parent) ceases to have a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. A pro rata portion of the cumulative translation adjustment should be released into net income upon a partial sale of an equity method investment which is a foreign entity. For public entities, this ASU is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are in the process of evaluating the impact of the standard on our consolidated financial statements.

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applicable jurisdiction or the tax law of the jurisdiction does not require, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. For public entities, this ASU is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are in the process of evaluating the impact of the standard on our consolidated financial statements.

In April 2014, the FASB issued ASU 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity". This update changed the threshold for reporting discontinued operations and added new disclosures for disposals. Under the updated guidance, a discontinued operation is defined as a component or group of components that is disposed of or is classified as held for sale and represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results. This ASU is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2014. We are in the process of evaluating the impact of the standard on our consolidated financial statements.

In May 2014, the FASB and IASB issued their converged standard on revenue recognition. The objective of the revenue standard ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)" is to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries, and across capital markets. The revenue standard contains principles that an entity will apply to determine the measurement of revenue and timing of when it is recognized. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. For public companies, the revenue standard is effective for the first interim period within annual reporting periods beginning after December 15, 2016 and early adoption is not permitted. We are in the proces of evaluating the impact of the standard on our consolidated financial statements.

Change in accountants

In January 2013, our board of directors approved the engagement of Deloitte Touche Tohmatsu Certified Public Accountants LLP, or Deloitte, as our independent auditors for our consolidated financial statements for the year ended December 31, 2012. In February 2014, we dismissed Deloitte as independent registered public accounting firm. Our audit committee and board of directors participated and approved the decision to change our independent registered public accounting firm. Deloitte was not engaged to audit or review any period subsequent to the year ended December 31, 2012.

In March 2014, in connection with this offering, our board of directors approved our engagement of PricewaterhouseCoopers Zhong Tian LLP, or PwC, to audit our consolidated financial statements for the two years ended December 31, 2013.

During the two years ended December 31, 2013 and the subsequent interim period prior to Deloitte's dismissal in February 2014, there were no disagreements between Deloitte and us on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Deloitte would have caused them to make reference thereto in their report on the financial statements for such years, and there were no "reportable events" as defined under Item 16F(a)(1)(v) of Form 20-F that would require disclosure. The audit report of Deloitte on our consolidated financial statements for the year ended December 31, 2012 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles.

Subsequent to Deloitte's dismissal and prior to the issuance of our consolidated financial statements for the two years ended December 31, 2013, we restated our previously issued consolidated financial statements for the year ended December 31, 2012. We did not seek or obtain Deloitte's

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concurrence with respect to these restatements, however we provided information relating to the nature and effects of such restatements to Deloitte. Deloitte withdrew its previously issued reports upon being notified of such restatements.

During our two most recent years ended December 31, 2013 and the subsequent interim periods prior to PwC's engagement in March 2014, neither we nor any of our subsidiaries (including our consolidated affiliated entity) nor any person acting on behalf of us or any of our subsidiaries or affiliated consolidated entity consulted with PwC concerning (a) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on our consolidated financial statements, and neither any written report was provided to us nor any oral advice was provided that PwC concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or (b) any matter that was either the subject of a disagreement or reportable event pursuant to Item 16F(a)(2) of Form 20-F.

On June 30, 2014, we provided both Deloitte and PwC with a copy of the foregoing disclosure. We requested that our former independent registered public accountants, Deloitte, furnish us with a letter addressed to the SEC stating whether it agrees with the above statements, and if not, stating the respects in which it does not agree. We have received the requested letter from Deloitte, a copy of which is included as Exhibit 16.1 to the registration statement of which this prospectus forms a part.

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INDUSTRY

Overview of China's car rental and car service industry

Market overview

Car service market. Car services refer to rental of a vehicle accompanied by a driver for a specified period of time, which primarily target corporate clients.

China's car rental and car service industry is still at an early stage of development and has experienced rapid growth in recent years. According to Frost & Sullivan, the total market size of China's car rental and car service industry grew from RMB10.7 billion in 2009 to RMB29.7 billion in 2013, representing a CAGR of 29.1%. Frost & Sullivan projects that the total market size of China's car rental and car service industry will continue to grow to RMB56.3 billion by 2017, or representing a projected CAGR of 17.3% from 2013 to 2017. Such growth rate, however, as well as other industry projections made by Frost & Sullivan and disclosed in this prospectus, are not guaranteed.

The table below sets forth the total market size of China's car rental and car service industry by revenues for the periods indicated:

Total market size of China car rental and car service industry by revenues, 2009–2017E

Source: Frost & Sullivan

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When compared to car rental and car service industry in other developed markets, China's market today is characterized by relatively low penetration rate and high level of market fragmentation:

Low penetration rate. The car rental and car service penetration rate refers to the aggregate number of rental and service vehicles divided by the aggregate number of passenger vehicles in the relevant country or region. According to Frost & Sullivan, the penetration rate is an important indicator of the maturity of a car rental and car service market. In 2013, the penetration rate in China was 0.4%, which was significantly lower than that in the United States (1.7%), Japan (2.6%) and Korea (2.5%), according to Frost & Sullivan. The relatively low penetration rate in China indicates a strong potential for future growth. The chart below sets forth the car rental and car service penetration rates in different countries in 2013:

Car rental and car service penetration rate in 2013

Source: Frost & Sullivan

High market fragmentation. China's car rental and car service industry is highly fragmented. According to Frost & Sullivan, the top three players in aggregate accounted for 10.7% of China's car rental and car service industry in 2013. By contrast, other countries have witnessed and currently enjoy much higher degrees of consolidation. For example, according to Frost & Sullivan, in 2013, the market share of the top three players reached 95.4% in the United States, 32.4% in Japan and 48.1% in Korea. Therefore, we believe that consolidation presents an opportunity in China's car rental and car

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service industry. The chart below sets forth the market share of the top three players in the car rental and service industry of different countries in 2013:

Market share of the top three players in the car rental and service industry in 2013

Source: Frost & Sullivan

Competitive landscape

Key players in China's car rental and car service industry include private-owned companies, such as eHi and China Auto Rental, and affiliates of state-owned automobile manufacturers in China such as Shouqi and Dazhong. International car rental and service companies primarily compete through partnership with domestic car rental and service companies. For example, Enterprise, the largest car rental and service company in the world, is our strategic shareholder, while Hertz and Avis have invested in and partnered

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with China Auto Rental and Shanghai Automotive, respectively. The chart below sets forth the market share of the top three players in China's car rental and car service industry in 2013 by revenues:

Market share of the top three players in China's car rental and car service industry
by revenues, 2013

Source: Frost & Sullivan

Competition among car rental and service companies is primarily based on, among other things, brand recognition, network coverage, price, quality and convenience of services, ability to provide tailored services, operating efficiency and variety of service offerings.

China's car rental market

Market size

The car rental market primarily consists of two types of service offerings: short-term car rentals and long-term car rentals, which are targeting different types of customers and service needs. Demands for short-term car rentals primarily come from increasing leisure travels by individual customers and general car usage needs of licensed drivers who do not own cars. Demands for long-term car rentals primarily come from car usage needs of corporate clients who seek to enjoy the flexibilities of alternative car ownership. According to Frost & Sullivan, the market size of China's car rental market, as measured by revenues, has increased from RMB9.4 billion in 2009 to RMB26.7 billion in 2013, representing a CAGR of 29.8%. Frost & Sullivan estimates that the market size of China's car rental market will continue to grow to RMB51.0 billion by 2017, representing a projected CAGR of 17.6% from 2013 to 2017. Correspondingly, the fleet size of China's car rental market has increased from 128,962 units in 2009 to 361,470 units in 2013, representing a CAGR of 29.4%, and is expected to continue to grow to 674,762 units by 2017, representing a projected CAGR of 16.9% from 2013 to 2017, according to Frost & Sullivan.

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Competition and key players

China's car rental market has witnessed leading players emerging from previous years of competition. According to Frost & Sullivan, the top three players in this market in aggregate accounted for 10.8% of the market share by revenues in 2013:

Market share of top three players in China's car rental market by revenues, 2013

Source: Frost & Sullivan

Competition among car rental providers is primarily based on, among other things, rental price, user experience, brand recognition, convenience of service locations, geographic coverage and service quality.

Growth drivers for the short-term car rental market

Increasing number of driver's licenses holders who do not own cars. According to Frost & Sullivan, there were 137.0 million driver's license holders and 34.5 million passenger vehicles in China as of December 31, 2009, implying 102.5 million driver's licenses in excess of the number of passenger vehicles in that year. More recently, according to Frost & Sullivan, there were 217.0 million driver's license holders and 88.2 million passenger vehicles in China as of December 31, 2013, implying 128.8 million driver's licenses in excess of the number of passenger vehicles. Hence, the number of driver's license holders in China who do not own cars has been increasing, and is expected to continue to increase, due to car purchase restrictions in many China's cities, considerable costs of car ownership, including the purchase price of the car, license plate quota, fuel, parking, repair and maintenance and

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insurance. The chart below sets forth information on the number of licensed drivers and passenger vehicles in China in the periods indicated:

Number of driver's license holders and passenger vehicles in China, 2009–2017E

Source: Frost & Sullivan

Increasing demand for leisure travel. Leisure travel usage is a major purpose for car rental services, as tourists increasingly favor an efficient and less-hassle one-stop transportation solution to destinations. As disposable income per capita increases rapidly in China, domestic travel activities have increased significantly. According to Frost & Sullivan, domestic tourist arrivals grew from 202.8 million people in 2009 to 339.1 million people in 2013, representing a CAGR of 13.7%. The substantial increase in domestic travel activities has also resulted in significant growth in domestic travel activities spending, which increased from RMB1,290 billion in 2009 to RMB2,948 billion in 2013, representing a CAGR of 22.9%, according to Frost & Sullivan. As China's economy and disposable income continue to grow, leisure travel activities in China are expected to increase further, which in turn, we believe, will drive

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up the demand for this market sector. The chart below sets forth information on the domestic tourist arrivals and tourism consumptions in China for the periods indicated:

Domestic tourist arrivals and tourism consumptions in China, 2009–2017E
(arrivals in million)

Source: Frost & Sullivan

Shift in lifestyle towards driving as a preferred means of travel. With increased wealth, people in China are changing their lifestyles to increasingly accept and embrace driving as a preferred means of travel, which will benefit the car rental and service industry in China. Unlike older generations, which generally prefer to participate in organized group tours, the younger generation prefers more fashionable and flexible travel plans—such as being able to drive to their destinations and book accommodation by themselves. Given the low car ownership penetration rate, many young people who do not have their own cars, may choose to turn to car services. In addition, urbanization and increasing disposable income in China has led to rising middle-class consumers in recent years, who have strong

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spending power on leisure travel and new lifestyles. The chart below sets forth the different types of consumers in China:

Different types of consumers in China

Source: Frost & Sullivan

We believe most leisure travelers are value-conscious and expect such travelers to increasingly consider self-drive car services as their preferred choice of leisure travel transportation in order to benefit from enhanced efficiency and intimacy.

Surging passenger throughput from high-speed railways and airlines, and improved accessibility of metropolitan areas by car. The rapid pace of development in national high-speed railway network and growing airline passenger throughput has significantly boosted the demand for last-mile car services, for both leisure and business travelers. According to Frost & Sullivan, domestic high-speed railway traffic volume has increased from 170 million passengers in 2009 to 530 million passengers in 2013, representing a CAGR of 32.9%. At the same time, the domestic air traffic volume has steadily increased from 231 million passengers in 2009 to 356 million passengers in 2013, representing a CAGR of 11.5%. We believe that the rapid expansion of China's high speed railway network, as well as the steady increase in air traffic volumes, will continue to generate strong demand for short-term car rental

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services as a last-mile solution for both leisure and business travelers. The following charts set forth the domestic high-speed train traffic volume and domestic air traffic volume for the periods indicated:


High-speed train traffic volume in China, 2009–2017E (arrivals in million)		Air traffic volume in China, 2009–2017E (arrivals in million)

Source: Frost & Sullivan

Increasing Internet and mobile penetration. The increasing trend of using the Internet, both PC and mobile, has had a significant impact on the car rental and service market via online bookings and personalized services, making it convenient for both customers as well as car rental and services providers. According to Frost & Sullivan, from 2009 to 2013, the Internet and mobile Internet penetration rate has increased from 28.8% and 17.5% to 45.4% and 36.7%, respectively. The Internet and mobile boom in China is anticipated to continue to facilitate the growth of the car rental market

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by streamlining the car rental process and enhancing user access. The following charts set forth the internet and mobile penetration rates in China for the periods indicated:


Overall internet penetration rate in China		Mobile internet penetration rate in China

Source: Frost & Sullivan

Potential demands from government institutions and officials. Historically, government officials in China typically used government-owned vehicles, or official vehicles, when performing official duties. In July 2014, the PRC government initiated a reform program of official vehicle system, which aims to control the use of official vehicles and encourage government officials to opt for alternative modes of transportation. For example, as a measure of saving government spending, the PRC government issued a guidance on July 16, 2014, pursuant to which official vehicles could only be used for special government affairs or by high-level government officials. As a result of such reform program, a large number of official vehicles are expected to be disposed of, and government officials are expected to increasingly choose other transportations as alternatives to official vehicles, which indicates a potential increase in demand for short-term car rentals.

Growth drivers for the long-term car rental market

Increased car use by corporate clients. Car use by corporate clients is the key driver for long-term car rental market. With China's expected steady GDP growth, increased car use by corporate clients is expected to continue to drive the growth of China's long-term car rental market.

Maintenance, repairs and fleet management services provide an important value-added service. Maintenance, repair and fleet management services accompanied by long-term car rentals provide additional attractions to corporate clients to use long-term car rentals to save the hassle of maintaining their own fleets.

Financial flexibilities and tax benefits for businesses. Long-term car rentals help to lower corporate clients' tax expenditures and also provide the benefits of financial flexibilities as compared to car purchases, which is a key incentive for corporate clients to use long-term car rentals as the primary means of having a corporate fleet.

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example, as a measure of saving government spending, the PRC government issued a guidance on July 16, 2014, pursuant to which official vehicles could only be used for special government affairs or by high-level government officials. As a result of such reform program, a large number of official vehicles are expected to be disposed of, and government officials are expected to increasingly choose other transportations as alternatives to official vehicles, which indicates a potential increase in demand for long-term car rentals.

China's car service market

Market size

The car service market targets corporations and business travelers as the main customers. With increasing number of corporations and business activities in China, the market size of China's car service market, as measured by revenues, has increased from RMB1.3 billion in 2009 to RMB3.0 billion in 2013, representing a CAGR of 23.3%, and the fleet size has increased from 6,338 units in 2009 to 13,530 units in 2013, representing a CAGR of 20.9%, according to Frost & Sullivan.

Driven by the continued growth of economy and increasing car usage among corporations, the market demand for car services is expected to maintain a stable growth. According to Frost & Sullivan, the market size of China's car service market is expected to further increase to RMB5.2 billion by 2017, representing a projected CAGR of 14.8% from 2013 to 2017, and the fleet size is expected to further increase to 21,679 units in 2017, representing a projected CAGR of 12.5% from 2013 to 2017.

In addition, although the taxi market has not been included when measuring the size of China's car service market, the growth of China's taxi market illustrates growing demands for car services from individual customers, and potential growth in China's car service market targeting individual customers. The chart below sets forth China's taxi market size by revenues for the periods indicated:

China's taxi market size by revenues, 2009-2013

Source: Frost & Sullivan

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Competition and key players

According to Frost & Sullivan, the top three players in China's car service market in aggregate accounted for 11.6% market share in 2013, as measured by revenues. The chart below sets forth the market share of the top three players in China's car service market in 2013:

Market share of the top three players in China's car service market by revenues, 2013

Source: Frost & Sullivan

Competition among car service providers is primarily based on, among other things, quality and convenience of services, ability to provide tailored services, brand recognition, network coverage, and to a lesser extent, service charge. Along with the increasing car usage of corporate clients, as well as the increasing acceptance level of chauffeur services, market consolidation is expected to progress, with the large and currently more established players displaying a strategic advantage over smaller players.

Growth drivers for the car service market

Increased business activities and car use by corporate clients. Car use by corporate clients for business travels is the key driver for car services. With China's expected stable GDP growth, increasing business activities are expected to continue to drive the growth of the car service market.

Surging passenger throughput from high-speed railways and airlines, and improved accessibility of metropolitan areas by car. The rapid pace of development in national high-speed railway network and growing airline passenger throughput have significantly boosted the demand for last-mile car services, for both leisure and business travelers. According to Frost & Sullivan, domestic high-speed railway traffic volume has increased from 170 million passengers in 2009 to 530 million passengers in 2013, representing a CAGR of 32.9%. At the same time, the domestic air traffic volume has steadily increased from 231 million passengers in 2009 to 356 million passengers in 2013, representing a CAGR of 11.5%. We believe that the rapid expansion of China's high speed railway network, as well as the steady increase in air traffic volumes, will continue to generate strong demand for car services as the most efficient last-mile solution for both leisure and business travelers.

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Potential demands from government institutions and officials. Historically, government officials in China typically used government-owned vehicles when performing official duties. In July 2014, the PRC government initiated a reform program of official vehicle system, which aims to control the use of official vehicles and encourage government officials to opt for alternative modes of transportation. For example, as a measure of saving government spending, the PRC government issued a guidance on July 16, 2014, pursuant to which official vehicles could only be used for special government affairs or by high-level government officials. As a result of such reform program, a large number of official vehicles are expected to be disposed of, and government officials are expected to increasingly choose other transportations as alternatives to official vehicles, which indicates a potential increase in demand for car services.

China's used car market

According to Frost & Sullivan, sales volume of China's used car market has grown from 2.0 million units in 2009 to 3.4 million units in 2013, representing a CAGR of 15.0%, and sedan accounted for a majority of the used car market in 2013, as measured by sales volume. As China's automobile market continue to develop and mature, the used car market is expected to grow rapidly, driven by growing fleet size, an increasing number of OEMs, auto dealers entering and promoting the development of used car market and increasing acceptance by consumers towards used cars. Frost & Sullivan estimates that the sales volume of China used car market is expected to further increase to 4.7 million units by 2017, representing a projected CAGR of 8.4% from 2013 to 2017. The chart below sets forth sales volume of China's used car market for the periods indicated:

Sales volume of used passenger vehicles in China, 2009–2017E
(units in thousands)

Source: Frost & Sullivan

Used cars are primarily sold through various retail channels in China, such as dealers and brokers. China's government is expected to introduce a series of policies, such as more detailed industry

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standards and more favorable tax treatment, which is expected to contribute to the continued development of China's used car market.

China's peer-to-peer car sharing market

Peer-to-Peer, or P2P, car sharing is a mode of transportation, wherein vehicles are shared between a number of individuals at different times via a third-party car sharing platform. Major benefits of P2P car sharing include reducing parking demand, pollution and fuel consumption, as well as maintaining proper number of passenger vehicle ownerships. Compared to traditional transportations, P2P car sharing is a more convenient, flexible and cost-effective transportation for consumers.

The P2P car sharing market has experienced rapid expansion worldwide, as the total numbers of car sharing members and vehicles in North America are expected to grow from 126,911 and 22,315 in 2013, respectively, to 399,917 and 63,968 in 2017, respectively, representing a projected CAGR of 77.5% and 69.3% from 2013 to 2017, respectively, according to Frost & Sullivan. The chart below sets forth the P2P car sharing members in North America for the periods indicated:

P2P Car Sharing Members in North America

Source: Frost & Sullivan

The concept of P2P car sharing has just been introduced into China. The market demand of P2P car sharing services as well as the numbers of P2P car sharing members and vehicles in China have increased significantly during this short period, according to Frost & Sullivan.

As of December 31, 2013, there were 217.0 million people holding driver's licenses and 88.2 million passenger vehicles in use in China, according to Frost & Sullivan. To reduce the pressure of public transportation, the PRC government has published a series of policies, including restrictions on issuing driver's licenses and new vehicle plates. As demands for private cars keep increasing, P2P car sharing has become one of the effective solutions. As more consumers accept this transportation mode and recognize such benefits, P2P car sharing market in China is expected to reveal great potentials as North America market.

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BUSINESS

Overview

•: As of June 30, 2014, we had the broadest geographical coverage among all car rentals and car services providers in China as measured by the number of cities in which services are provided directly, according to Frost & Sullivan. We operate all our 760 service locations in 90 cities across China directly to ensure consistent and high-quality services.
•: From January 1, 2012 to June 30, 2014, our fleet size increased from 7,717 to 15,409, while we generally maintained a car rental fleet utilization rate of over 70% during the same period. According to Frost & Sullivan, we had the highest fleet utilization rate among the top five car rental companies in China in 2013.
•: Our "eHi" brand is one of the most-recognized brands in China's car rental and car service industry, according to Frost & Sullivan. As of June 30, 2014, we had over 550,000 registered members and over 32,000 corporate clients that used our car rentals and car services, respectively.
•: We provide one-stop comprehensive services to both individual customers and corporate clients. This business model, together with our leading positions in both China's car service market and car rental market, enables us to cross-sell to different target customers and capture complementary and evolving market opportunities.
•: We utilize mobile and Internet platforms to provide O2O mobility solutions. We believe we were the first car rental service provider in China to introduce dedicated mobile applications for our customers to make reservations. In the six months ended June 30, 2014, 52.8% and 30.0% of our car rental services were derived from reservations made through our website and mobile applications, respectively.

Our one-stop comprehensive services include the following:

•: Car rentals. We provide self-drive car rental services to both individual customers and corporate clients to meet their travel, leisure, business and ground transportation needs. Our short-term car rentals have a term of less than one year and are primarily provided to individual customers on a daily, weekly or monthly basis. Our long-term car rentals have a term of one year or longer and are primarily provided to corporate clients. As of June 30, 2014, our car rental fleet included 14,260 vehicles of over 200 models primarily from major automobile manufacturers. In 2013, we derived approximately 66.6% of our net revenues from car rentals.
•: Car services. We provide chauffeured car services primarily to corporate clients, including a majority of Fortune 500 companies in China. Our car services include routine services such as airport pickup and drop-off, inter-office transfers and other business transportation needs, as well as event-driven activities such as conventions, promotional tours and special events. We

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generally enter into long-term framework agreements with our corporate clients pursuant to which our vehicles and chauffeur services are provided by different subsidiaries under separate contracts. With over 1,000 vehicles and drivers as of June 30, 2014, our car services were offered in 57 major cities across China with a focus on first-tier cities including Beijing, Shanghai, Guangzhou and Shenzhen. In 2013, we derived approximately 33.4% of our net revenues from car services.

Our total net revenues increased from RMB450.1 million in 2012 to RMB566.4 million (US$91.3 million) in 2013, representing a growth rate of 25.8%. Our total net revenues increased from RMB260.7 million for the six months ended June 30, 2013 to RMB384.5 million ((US$62.0 million) for the six months ended June 30, 2014, representing a growth rate of 47.5%. We incurred net losses of RMB175.7 million, RMB152.2 million (US$24.5 million) and RMB20.7 million (US$3.3 million) in 2012, 2013 and the six months ended June 30, 2014, respectively. Our non-GAAP adjusted EBITDA, defined as net income or loss before depreciation and amortization, share-based compensation, interest expenses, interest income and provision for income taxes, was RMB68.9 million, RMB102.1 million (US$16.5 million) and RMB133.0 million (US$21.4 million) in 2012 and 2013 and the six months ended June 30, 2014, respectively. For a reconciliation of our non-GAAP adjusted EBITDA to net loss, the nearest U.S. GAAP measure, see "Prospectus Summary—Summary Consolidated Financial and Operating Data—Non-GAAP financial measure."

Our Competitive Strengths

We believe that the following competitive strengths have contributed to our rapid growth and our market-leading position:

Leadership in China's fast growing car rentals and car services industry with one-stop comprehensive service offerings

We are the No. 1 car services provider and No. 2 car rentals provider in China in terms of market share by revenues in 2013, according to Frost & Sullivan. As of June 30, 2014, we had the broadest geographical coverage among all car services providers in China as measured by the number of cities in which services are provided directly, according to Frost & Sullivan. In response to the fast growing market opportunities in China, we have shaped our business model to provide one-stop comprehensive service offerings consisting of car rentals and car services. We believe we benefit from the following intrinsic synergies embedded in our business model:

•: Fleet utilization. The complementing demand cycles of our one-stop comprehensive service offerings enable us to achieve a relatively high utilization. For example, the peak time of our car rental services, which primarily target individual customers, typically falls on weekends and public holidays, while the peak time of our car services, which primarily target corporate clients, typically falls on weekdays. In addition, our fleets for car rentals and car services appeal to both individual customers and corporate clients and are interchangeable to certain extent. In the event there is a strong demand for car services, our car rental fleet can be re-deployed to provide car services and vice versa. As a result, we are able to further optimize our fleet utilization by cross-usage among fleets for car rentals and car services.

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•: Cross-selling opportunities. By providing consistent and high-quality services and user experience under the same "eHi" brand, we are able to benefit from the cross-selling opportunities across our diverse customer base. For example, certain corporate clients have entered into promotion contracts with us, pursuant to which we provide discounts on car rentals to their employees.
•: Fleet cost. Our large fleet size provides economies of scale, enabling us to obtain favorable prices and discounts from key players in the vehicle supply ecosystem, including automobile manufacturers, vehicle repair and maintenance service providers and insurance companies.

We believe our business model provides us with a more stable revenue stream, higher visibility of seasonal demands, higher fleet utilization rate and the flexibility and scalability to capture the evolving demands of both individual customers and corporate clients.

Innovation and technology driving business excellence

Innovation is part of our corporate culture. We position our brand to be associated with convenience, reliability, innovation and satisfaction. We support this positioning by continually offering new and innovative services and focusing on user experience to better meet evolving customer needs. Leveraging our proprietary technology platform and our senior management's strong technology background, we have implemented various initiatives to this end:

•: Our proprietary technology platform is specifically designed for our comprehensive car services business model and has been continually refined and upgraded. We are able to collect and analyze vast amounts of customer usage and fleet operations data to improve customer experience and streamline our operations. For example, the real-time monitoring of vehicle locations helps enhance user experience and optimize fleet dispatch. Our proprietary technology platform has been architected modularly and integrated seamlessly and is highly flexible, expandable and upgradable.
•: We utilize mobile and Internet platform to provide O2O solutions to meet our customers' needs for car rentals and car services. We believe we were the first car rental service provider in China to introduce dedicated mobile applications for our customers to make reservations. As of June 30, 2014, we had over 695,000 mobile application downloads. Our car rental reservations made via mobile applications grew substantially from 2.2% in 2011 to 5.3% in 2012, 23.6% in 2013 and to 30.0% in the six months ended June 30, 2014. In addition to traditional marketing activities, we are increasingly focusing on social networking platforms such as Tencent WeChat and Weibo.
•: In anticipation of the growing environmental awareness in the Chinese market, we were one of the first car services providers in China to add alternative energy vehicles to our fleet to capitalize on the growing demand for such vehicles. In addition to our existing alternative energy vehicles, we were one of the first in China to introduce Tesla vehicles to our fleet in April 2014 to target premium customers.
•: In 2014, we commenced strategic cooperation with Kuaidi, a GPS based mobile taxi and car calling service provider, to offer premium car services through Kuaidi's mobile platform.

Efficient fleet management

We believe efficient fleet management is critical to our long-term success as we rapidly grow our fleet size and expand our market share. From January 1, 2012 to June 30, 2014, our fleet size increased from 7,717 to 15,409 as we continually expanded our nationwide service network and increased the number of service locations. In the meantime, we generally maintained a car rental fleet utilization rate of over 70% during the same period. According to Frost & Sullivan, despite having the second largest

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car rental fleet size in China as of December 31, 2013, we had the highest fleet utilization rate among the top five car rental companies in China in 2013.

Leveraging our senior management team's extensive industry experience and technical expertise and our deep understanding of the local markets, we have developed a systematic, analytical and disciplined fleet management approach including the following key components:

•: Better acquisition. We take into account customer preferences in fleet acquisition as we observed that customers in China are generally more sensitive to vehicle models compared to western customers. We also select vehicle models that have a liquid secondary market and seek to control fleet size of each vehicle model, thereby mitigating the pricing impact when we retire such vehicle model. The acquisition decision is made based on disciplined and systematic analysis, assisted by our proprietary demand forecast model and database. In addition, leveraging our large fleet size and procurement needs, we are able to directly negotiate with vehicle manufacturers to obtain discounts.
•: Better deployment. We are able to optimize fleet utilization by efficiently allocating our fleet resource to capture the complementing demand cycles of different services we offer. Our dynamic pricing system allows us to better leverage supply-demand trends in local markets. In addition, GPS tracking devices and our proprietary fleet management system enable us to monitor our fleet on a real-time basis to optimize the geographic allocation of our fleet.
•: Better disposition. We have access to multiple used car disposal channels, including auctions, brokered sales, dealers and online used car marketplace. This helps maximize the residual value of our vehicles. We also maintain a well-managed vehicle disposition system with a deliberated decision making process taking into consideration market timing, disposal price and seasonality.

Strong brand recognition focusing on customer experience

Our "eHi" brand is one of the most-recognized brands in China's car services market. We directly operate all of our service locations across our nationwide service network to ensure high-quality and consistent services. Our ability to provide one-stop comprehensive car services, featuring diverse vehicle models, good vehicle condition, broad nationwide service network, consistent service standard and 24/7 customer service have made us a preferred car services provider for both individual customers and corporate clients in China.

With our brand building and targeted marketing efforts over the past years, we are increasingly benefiting from word-of-mouth referrals. Our www.1hai.cn website is the most visited website in China among car services providers, as measured by user traffic in 2013, according to Alexa.com , a provider of commercial web traffic data. As of December 31, 2012 and 2013, we had approximately 1.1 million and 1.5 million registered members, respectively. As of June 30, 2014, we had approximately 1.8 million registered members, among whom over 550,000 registered members had used our car rental services. Approximately 73% and 72% of our short-term car rental transactions in 2012 and 2013, respectively, were generated from customers that used our services more than once during the same period. We established our eHi loyalty program in 2008 to allow our registered members to earn loyalty membership points upon eligible purchases, which can be redeemed for various types of rewards. In addition, as of June 30, 2014, over 32,000 corporate clients used our car services.

We have won numerous awards in recognition of our brand. For example, we received the "Best Branding Award" from China Chamber of International Commerce and Brand China Industry Union in 2013. In 2012, we received the "Annual Innovative Brand Award" from Asia-Pacific Economic Cooperation. In 2011, we received the "Innovative Award for China Transportation Enterprise under the 11th Five-Year Plan" from China Association of Communication Enterprise Management and the

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"Product of the Year 2011 Award" by Auto Magazine. In 2010, we received the "Top Ten Services Providers in Chinese Auto Industry Award" by Sohu.com .

Strategic partnerships with leading global travel service providers

We have strategic partnerships and cooperation with leading travel service providers and e-commerce platforms to expand our customer reach, share operation experience and promote our brand and services.

We entered into a global affiliation agreement in 2012 with Enterprise, the largest car rental company in the world which operates around 1.4 million vehicles in operation. Under this agreement, we and Enterprise refer customers to each other in different countries and Enterprise shares their operational expertise by regularly providing training to our management. Two of Enterprise's senior management are our directors and facilitate better coordination between these two companies. We and Enterprise also established a steering committee and three subcommittees (finance, IT and sales and marketing) to guide our future cooperation. We expect more synergies from this partnership.

We are also a strategic partner of Ctrip, a dominant player in the online travel agency business and a well-known travel brand in China. We are the designated and preferred business partner of Ctrip in providing car rental services. In addition, as part of our cooperation with Ctrip, Ctrip integrated access to our online reservation system in its mobile application, Ctrip Travel, in June 2014. The cumulative downloads of the Ctrip Travel mobile application exceeded 200 million as of June 30, 2014. We believe our partnership with Ctrip provides us access to Ctrip's large user base and help us grow user traffic and revenue. We also benefit from the vision and experience of Ctrip's Chairman and Chief Executive Officer, James Liang, who is a member of our board of directors.

We also advertise and promote our "eHi" brand and services through strategic partnerships or cooperation with other leading online travel agencies and e-commerce platforms. We currently provide car rental services through various online platforms such as Expedia, Taobao.com, JD.com and Ctrip.com.

Experienced management team

Our experienced management team, led by our founder, chairman and chief executive officer, Mr. Ray Ruiping Zhang, has led us in successfully increasing our fleet size and expanding our nationwide service network, while maintaining efficient operation and a high fleet utilization rate. Mr. Zhang is an entrepreneur with extensive industry experience and technical expertise. He was a co-founder and the chief executive officer of Aleph, Inc. in Berkeley, California, which is a leading supplier of vehicle dispatching and scheduling system in the United States. In addition, our senior management team consists of Dr. Leo Lihong Cai, our director and executive vice president of sales and marketing, Mr. Colin Chitnim Sung, our chief financial officer, and Mr. Chun Xie, our chief information officer. Dr. Cai has over 15 years of experience in marketing and IT industry and over six years of experience in car rental and car service industry, and he is a former EMC Corporation and Hewlett Packard veteran. Mr. Sung is a certified public accountant and is a chartered global management accountant, and has over 20 years of experience in accounting and finance. Mr. Xie also has over ten years of experience in IT industry. We promote a corporate culture focusing on customer service, people, innovation, and resource sharing and core values of honor, integrity, service and team spirit. Our shareholders include strategic investors such as Enterprise and Ctrip and financial investors such as Qiming Group, CDH, GS Group, Ignition Group and JAFCO.

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Our Strategies

Our mission is to provide comprehensive car mobility solutions to our customers by best utilizing existing resources and sharing economy to create optimal value. We are pursuing the following strategies to achieve this goal:

Continue to leverage the strengths of our one-stop comprehensive services business model to capture opportunities in the continually evolving markets

In response to the growing demand for car rentals and car services in China, we will continue to expand our fleet size and explore market opportunities in various sectors by leveraging our one-stop comprehensive services business model and utilizing our in-depth knowledge of local markets. According to Frost & Sullivan, domestic tourist arrivals are expected to grow from 339.1 million people in 2013 to 486.4 million people in 2017, representing a projected CAGR of 9.4%. We expect ample demand for last-mile car rentals and car services as a result of increasing passenger throughput from high-speed trains and airlines. Therefore, we plan to add more service locations in close proximity to high-speed train stations and airports to better capture such increasing demand. Leveraging our highly scalable technology platforms and strong brand recognition, we seek to further increase our market share and achieve greater economies of scale. With our one-stop comprehensive services business model and our proprietary technology platform, we are well-positioned to capture potential market opportunities, such as mobile car-hailing services or "person-business-person" car sharing, as the market demand, customer behaviors and regulatory environment continue to evolve.

Further increase network penetration in existing markets and expand geographically in selected markets

We plan to further penetrate in our existing markets with a focus on first-tier cities such as Beijing, Shanghai, Guangzhou and Shenzhen, where we have experienced strong demands and our fleet utilization rate is consistently high. Leveraging our established service network and infrastructure, we expect to increase the number of vehicles per store in our existing markets to achieve greater economies of scale. We also plan to expand horizontally to roll out our services to selected new cities which have high growth potential and are close to our existing markets, transportation hubs or tourist destinations.

Retain and grow our customer base and attract more premium customers through targeted marketing as well as tailored service offerings

We seek to retain and grow our customer base and attract more premium customers through targeted marketing and more tailored service offerings. As we continue to consistently provide high-quality services, we can increasingly attract new customers through word-of-mouth referrals. For example, we plan to:

•: continue to partner with leading online travel services platforms and mobile social network platforms to build a broader customer base and to offer our customers more convenient services targeted at different user demographics;
•: retain and grow our premium customer base by developing more tailored and convenient car services that enhance customer experience. For example, we were the first car services provider in China to introduce Tesla vehicles to our fleet for our targeted premium customers; and
•: enhance customer loyalty by consistently delivering quality services. We believe that our diverse vehicle models and extensive service network will further strengthen customer loyalty.

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Continue to identify strategic partnership opportunities

We will continue to identify and selectively pursue strategic partnership opportunities to expand our service network and customer reach and achieve operation excellence. We will evaluate strategic partnerships opportunities, in particular partnership or alliances with participants in the travel services, car services or vehicle supply ecosystem which are complementary to our operations and can create synergies with our business. We believe such strategic partnership can add long-term value to our shareholders.

Our services

Car rentals

We provide self-drive car rental services to both individual customers and corporate clients to meet their travel, leisure, business and ground transportation needs. Our short-term car rentals have a term of less than one year and are primarily provided to individual customers on a daily, weekly or monthly basis. Our long-term car rentals have a term of one year or longer and are primarily provided to corporate clients. In 2013, we derived approximately 66.6% of our net revenues from car rentals.

We had the broadest geographical coverage among all car services providers in China as measured by the number of cities in which services were directly provided as of June 30, 2014, according to Frost & Sullivan. As of June 30, 2014, our car rentals were offered in 90 cities, 92 train stations and 52 airports across China through our extensive service network of 760 directly operated service locations. Our extensive service network enables our customers to pick up and return cars at any of our service locations. To better serve our customers, we also provide vehicle delivery and pickup services to customer-designated locations for modest service fees. To ensure the consistency of our service quality and customer experience, we directly operate all of our service locations rather than franchising or outsourcing them to third parties. In addition to our service network in China, we cooperate with Enterprise and provide our customers access to Enterprise's car rental services outside China.

As of June 30, 2014, our car rental fleet included 14,260 vehicles of over 200 models primarily from major automobile manufacturers such as General Motors/Buick, Honda, Volkswagen, Citroen and Ford. Based on our operating experience, we observe that Chinese customers are generally more sensitive to rental vehicle models than western customers. The variety of our car classes and models enables our customers to choose the vehicles they prefer to. In the event that the vehicle model requested by a customer is not available, our proprietary technology platform will automatically advise the customer when such particular model will become available or if similar models are available at the selected time. The customer also has an option to choose to be put on a waiting list for the particular model requested. Through our user interface, our technology platform also provides information to customers about discounts, special offers and other promotions to encourage them to rent for a longer period or upgrade to a more premium vehicle model.

We provide convenient and efficient reservation channels to our customers, which primarily include our user-friendly website and dedicated mobile applications. We believe we were the first car services provider in China to introduce mobile applications for customers to make reservations. In the six months ended June 30, 2014, 52.8% and 30.0% of our car rentals were derived from reservations made through our website and mobile applications, respectively. The remainder were derived from reservations made through other channels such as our call center, third-party distributors or walk-in customers. As social media gain popularity, we are also exploring ways for our customers to make car rental reservation though social networking platforms such as Tencent WeChat.

First-time users of our car rental services are required to register as members before making a reservation. After a customer chooses the start and end dates of the rental period, the type and model of vehicle and the location of vehicle pickup or delivery, our technology platform confirms the

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reservation on a real-time basis and sends an email and/or text message to the customer. Before handing over the vehicle to the customer, we perform checks on the customer's driver's license, identity card and credit card information. We only accept credit card payments for our car rental services and can trace the credit records of our car rental customers for risk management purposes. As of June 30, 2014, approximately 550,000 registered members had used our car rental services. Approximately 73% and 72% of our short-term car rental transactions in 2012 and 2013, respectively, were generated from customers that used our services more than once during the same period.

A majority of our revenues derived from short-term car rental services are from our basic car rental service package, the charges for which include a daily rental fee, a transaction-based handling fee and a basic insurance charge. We have adopted a dynamic pricing mechanism to determine our rental rates. This mechanism determines a specific vehicle model's rental rate based on its purchase price taking into consideration other variables such as pickup/drop-off time and location, the availability of our vehicles during such period at the location, prevailing prices, demand for such vehicle model and the length of rental period. Our management reviews the dynamic pricing system on a regular basis. Our rental charges are computed on a limited or unlimited mileage basis, depending on the membership status of the customer. Our customers typically bear the cost of gasoline consumed during the rental period.

For long-term car rentals, we typically enter into individually negotiated contracts with our corporate clients to address the specific needs and requirements of such clients, and the rental rate is typically negotiated in such contracts. In addition, vehicles deployed for our long-term car rentals are supported by all our service locations across China, thereby ensuring our vehicles are in good condition. We regularly provide repair and maintenance services to long-term car rental clients and provide free substitute vehicles during the repair and maintenance period.

Car services

We provide chauffeured car services primarily to corporate clients. Our car services include routine services such as airport pickup and drop-off, inter-office transfers and other business transportation needs, as well as event-driven activities such as conventions, promotional tours and special events. We generally enter into long-term framework agreements with our corporate clients pursuant to which our vehicles and chauffeur services are provided by different subsidiaries under separate contracts. In 2013, we derived approximately 33.4% of net revenues from our car services operations.

We are the leading car services provider in China, with 6.8% market share by revenues in 2013, according to Frost & Sullivan. As of June 30, 2014, our car services were offered in 57 major cities across China with a focus on first-tier cities including Beijing, Shanghai, Guangzhou and Shenzhen. To accommodate occasional demands from some corporate clients, we retain contracted service providers to provide car services to our clients in cities where we currently do not provide such services or the demand for such services exceeds our existing capacity. During the peak time of our car services, we also deploy vehicles from our car rental fleet for cross-usage to meet the needs of our corporate clients.

As of June 30, 2014, our car services fleet consisted of over 1,000 vehicles, which included a higher percentage of premium vehicle models compared to our car rental fleet, and we had over 1,000 well-trained drivers. Our sizable car services fleet and our flexibility to cross-use our car rental fleet for car services enable us to serve the diverse needs of corporate clients for a large number of chauffeured vehicles. Leveraging our established service network, infrastructure and technology platform, we believe we are well-positioned to capture and address the evolving demands for car services.

We systematically screen and assess each driver on a regular basis to ensure they meet our standards of safety, courtesy and experience. We generally require our drivers to have at least five years of driving experience. The compensation of our drivers includes a base salary and a performance based compensation, which incentivizes our drivers to provide quality services. We constantly seek to improve

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the service quality of our drivers by strengthening our screening procedures, conducting background checks and offering training programs, such as regular safety trainings. Our car services clients can place or modify their orders and locate the vehicles and drivers they book on a real-time basis via our proprietary mobile application and fleet management system.

Our sizable fleet, broad geographic coverage and well-trained drivers enable us to provide tailored services to meet our corporate clients' needs. As of June 30, 2014, we had over 32,000 corporate clients that used our car services. Our corporate accounts include a majority of Global Fortune 500 companies in China. No single corporate client accounted for more than 5% of our net revenues in 2012, 2013 or the six months ended June 30, 2014.

We determine the rates for our car services based on a number of factors, including vehicle model, service type, the length of rental period, time and location of pickup and drop-off, and prevailing prices. Our management reviews these rates on a regular basis. Our framework agreements with our corporate clients provide for predetermine price ranges and, as a result, our rates for car services are generally more stable.

Our nationwide service network

Customers of our car rental services can pick up cars at any of our service locations in China after they make reservations through our website, mobile application or other channels. As of June 30, 2014, our car rental services were offered in 90 cities, 92 train stations and 52 airports in China through an extensive network of 760 directly operated service locations, which included 243 stores and 517 pick-up points. As of June 30, 2014, we had the broadest geographical coverage among all car service providers in China as measured by the number of cities in which services were provided directly, according to Frost & Sullivan. As of June 30, 2014, our car services were offered by us and our contracted service providers in 57 major cities across China, with a focus on first-tier cities including Beijing, Shanghai, Guangzhou and Shenzhen. Our extensive network enables us to consistently provide quality service nationwide and offer flexibility and convenience to our customers.

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The following map and table set forth the geographic locations where we operated our car rentals and car services as of June 30, 2014:

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Cities or provinces	Car rentals						Car services

*Key cities and provinces*	Cities		Stores		Pick-up points		Cities ⁽¹⁾
Shanghai		1		38		83		1
Jiangsu		13		25		154		10
Beijing		1		23		17		1
Guangzhou		1		16		34		1
Guangdong (excluding Guangzhou and Shenzhen)		11		16		20		4
Zhejiang		7		16		36		5
Shenzhen		1		13		36		1
*Other cities and provinces*
Fujian		5		8		8		2
Hubei		2		8		14		1
Hebei		5		7		4		1
Hunan		3		7		10		1
Liaoning		4		7		6		2
Shandong		4		6		21		5
Tianjin		1		6		5		1
Anhui		3		5		2		1
Sichuan		2		5		10		1
Henan		2		4		14		2
Jiangxi		3		4		2		1
Shanxi		2		4		2		1
Yunnan		3		4		6		1
Chongqing		1		3		7		1
Guangxi		2		3		5		3
Heilongjiang		2		3		5		1
Inner Mongolia		2		2		2		2
Jilin		1		2		2		1
Shaanxi		1		2		2		1
Gansu		1		1		1		1
Guizhou		1		1		2		1
Hainan		2		1		6		1
Ningxia		1		1		1		0
Qinghai		1		1		0		1
Xinjiang		1		1		0		1


Total		90		243		517		57

(1): Include cities where car services are provided by our contracted service providers.

Marketing and promotion

We believe that our leading position is in large part due to our strong brand recognition. We position our brand to be associated with convenience, reliability, innovation and satisfaction. We promote our business primarily through our principal website, www.1hai.cn , which was the most visited website in China among car services providers, as measured by user traffic in 2013, according to Alexa.com , a provider of commercial web traffic data. Furthermore, we believe we were the first car services provider in China to introduce mobile applications to make reservations in 2011. In addition to our website and mobile applications, our sales and marketing strategies utilize many other channels, such as word-of-mouth referrals, keyword search, outdoor advertising, local sponsorships, public relations and digital and social media. As of June 30, 2014, our marketing staff consisted of 37 employees, primarily based in our Shanghai headquarters.

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Car rentals

As of June 30, 2014, we had over 550,000 registered members that used our car rental services. As mobile social media applications gain popularity, we shifted the focus of our marketing activities from traditional ways to social networking platforms such as Tencent WeChat, a popular mobile instant messaging application, and Weibo, a popular microblog platform website similar to Twitter. Our employees regularly follow the messages on these social media platforms to gain customer insights to improve the quality of our services. Our website also offers a customer sharing and discussion platform. "eHi Club", our online club where our registered customers, mostly driving and travel enthusiasts, can organize group excursions, has been very helpful in increasing the stickiness of our existing customers.

Furthermore, we envisioned the convenience provided by mobile devices and its huge growth potential in 2011, and became the first car rental and car services provider in China to introduce mobile reservation applications for our customers. In the six months ended June 30, 2014, 52.8% and 30.0% of our car rentals were derived from reservations made through our website and mobile applications, respectively. In particular, the total number of our mobile application downloads increased from approximately 17,000 in 2011 to approximately 115,000 in 2012, to over 297,000 in 2013 and to over 695,000 in the six months ended June 30, 2014. Aside from the social networking platforms and mobile applications, our quality of service also played an important role in our brand promotion. Based on our internal survey and feedbacks from our car rental service customers, word-of-mouth referrals have become important channels for attracting new customers. In addition, to fully utilize our cross-selling opportunities, we have entered into promotion contracts with some of our corporate clients, pursuant to which we provide discounts on car rentals to their employees, which incentivizes them to use our services during their leisure time and further expands our customer base.

We established our eHi loyalty program in 2008 which allows our customers to earn loyalty membership points by using our services or through promotional activities we offer from time to time. The loyalty membership points can be redeemed for numerous types of rewards, such as free GPS-based navigation device rental, waiver of additional mileage charges or free car rentals. We believe that our eHi loyalty program enhances customer loyalty, expands our brand recognition through member referrals, promotes our various reservation channels and improves the overall quality of our services. In addition, we employ a customer creditability system for each customer, which tracks credit history, driving record and other factors, and provides a quantitative rating for each customer based on this information. A customer with a high credibility rating can, among other benefits, have more choices of vehicle models, and more favorable discounts on rental and insurance fees.

We also have an outdoor advertising program promoting the benefits of car rental. We place many of these advertisements in busy areas such as high speed railway stations, subways, elevators of office and residential buildings and bus stops. These advertisements are designed both to educate and entertain our potential customers.

In addition, we cooperate with leading global travel service providers and e-commerce platforms to promote our services. Please see "—Strategic cooperation."

Car services

We provide car services mainly to corporate clients that entered into long-term framework agreements with us. As such, we have a dedicated corporate sales team targeting corporate clients across various industries. As of June 30, 2014, our corporate sales team included 106 sales persons across China.

For our car services, we have focused on creating a unique brand positioning and conveying our core values to our corporate clients through advertising and sponsorship activities, such as commercial fairs, business magazines and newspapers, as well as sales force coverage. In addition, we further strengthen our service quality and enhance brand recognition by providing tailored services according to specific corporate client's needs, such as safety, equipment or procedural requirements. As of

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June 30, 2014, we had over 32,000 corporate clients that used our car services. We analyze our current and potential clients' available data in our centralized database and design a unique, integrated corporate vehicle services plan for each client, which helps differentiate us from our competitors.

In order to further expand the customer base of our car services, in 2014, we commenced strategic cooperation with Kuaidi, a GPS based mobile taxi and car calling service provider, to offer premium car services through Kuaidi. In addition, we cooperate with other online partners, such as Expedia, from whom we get referrals.

Customer service

The success of our business hinges on our customer satisfaction level, which in turn depends on a variety of factors. These factors include, among others, our ability to (i) consistently provide high-quality customer experience, (ii) continue to offer comprehensive and complementary services tailored to our customers' needs, (iii) maintain good vehicle condition, and (iv) provide timely and satisfactory after-sales services.

We have a dedicated service quality management team which constantly monitors our services and proactively seeks feedbacks from our customers. We encourage our customers to share their experience with us and provide feedbacks through our website, hotline or forums on major social media or messaging applications. We follow up on specific suggestions or complaints with both the customers and the relevant in-house teams. In certain cases, we offer loyalty membership points, refunds, coupons or other complimentary services to customers depending on the nature of their complaints and the extent of the loss or inconvenience suffered. We also incorporate frequently received complaints as case studies in our internal training programs to prevent repeat occurrences of the same complaint. We are dedicated to providing prompt solutions to customers' complaints and actively learning from the experience of Enterprise in car rental services to further enhance the quality of our services.

Strategic cooperation

Enterprise

We entered into a global affiliation agreement with Enterprise China in March 2012, pursuant to which we are the exclusive partner of Enterprise in China (including Hong Kong and Macau) for a term of ten years. Enterprise China is an affiliate of Enterprise Holdings, and through its operating subsidiaries owns and operates the "National Car Rental" and "Alamo Rent A Car" brands, as well as its flagship "Enterprise Rent-A-Car" brand in North America. This agreement aims to develop an effective global affiliation, enabling customers of Enterprise China, Enterprise and their affiliates to access certain of our services in China, and enabling our customers to access certain of Enterprise's car rental services outside of China.

Pursuant to this agreement, we and Enterprise agree to direct rental referrals to each other in different countries and jointly pursue sales and marketing and other collaborative opportunities to enhance our respective service offerings for the benefit of each other's customers. We expect this partnership to further increase our customer base. Pursuant to this agreement, we have granted Enterprise in certain designated territories a royalty-free license with the right to sublicense certain of our trademarks, service marks, trade names, signages, logos, symbols and designs associated with the name "eHi", and Enterprise has granted us in certain designated territories a royalty-free license with the right to sublicense certain of its trademarks, service marks, trade names, signages, logos, symbols and designs associated with the names "Enterprise," "Enterprise-Rent-A-Car," "Alamo," "Alamo Rent A Car," "National" and "National Rent A Car".

Furthermore, we and Enterprise established a steering committee and three subcommittees, namely, a finance subcommittee, an IT subcommittee and a sales and marketing subcommittee, which consist of senior officers assigned by both companies, to guide our future cooperation. In particular, both of us are required to use reasonable efforts to facilitate and support each other's marketing

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activities in the relevant territories in the manner determined by the sales and marketing subcommittee. In addition, we regularly send our mid-level management to Enterprise for various training programs, through which Enterprise shares their in-depth knowledge and know-how to the car rental industry with our management. Enterprise has also appointed two of its senior management on our board to facilitate better coordination between the two companies. For additional information relating to this global affiliation agreement, see "Related Party Transactions—Agreements with Enterprise—Global affiliation agreement."

Ctrip

Ctrip is a dominant player in the online travel agency business and a well-known travel brand in China. The cumulative downloads of the Ctrip Travel mobile application exceeded 200 million as of June 30, 2014. We believe that there are significant synergies for Ctrip and us to cooperate and offer more competitive travel products to individual customers and corporate clients in China. We are the designated and preferred business partner of Ctrip in providing car rental services. In addition, as part of our cooperation with Ctrip, Ctrip integrated access to our online reservation system in its Ctrip Travel mobile application in June 2014. We benefit from rental referrals directed by the large user traffic on Ctrip's website and mobile application, and we pay a fixed percentage of rental rates from successful car rental referrals as commissions to Ctrip. Our partnership with Ctrip not only provides us with access to Ctrip's user base and help us grow user traffic and revenue, but also enables us to benefit from the vision and experience of Ctrip and its Chairman and Chief Executive Officer, James Liang, a member of our board of directors, to further improve our technology platform, systems and customer services. While we maintain cooperation with Ctrip in various aspects, we did not enter into any written partnership agreement with Ctrip.

Others

We currently cooperate with other leading e-commerce platforms and online travel agencies in China, as well as offline travel service providers, to promote our services. Our strategic partners include, among others, QQ.com, JD.com, Taobao.com, Expedia and China Eastern Airline. In 2014, we commenced strategic cooperation with Kuaidi, a GPS based mobile taxi and car calling service provider, to offer premium car services through Kuaidi's mobile platform.

In addition, we maintain a network of online advertising partners under "eHi Alliance", pursuant to which our advertising partners display our ads on blogs, forums, emails and chat windows maintained or operated by them, in return for commissions based on the revenues generated from these properties. We believe such cooperation will further expand our service coverage and enhance our brand name. We are selectively pursuing these opportunities to capitalize on this broader distribution network, thereby further enhancing our strong brand recognition and increasing our revenue and market share.

Our technology platform

Our proprietary technology platform incorporates various features specifically designed to improve customer experience and streamline our operations. These include the integration of our various reservation channels, automatic rental price adjustments, automatic vehicle recommendations, GPS vehicle location system, vehicle management system and online discussion and display forums. Our website and mobile applications feature user-friendly interfaces designed to allow our customers to easily browse and access our services, register as members, search for specific vehicle models or services and complete reservations. This centralized e-commerce platform, supported by our integrated systems, allows us to easily process our membership applications, manage reservations, manage and monitor customers' vehicle use and other credit data, manage billing and payment, remotely manage our fleet, and monitor and analyze key metrics of each vehicle such as utilization rate, mileage and maintenance requirements.

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The primary components of our technology platform include the following:

•: Online and mobile reservation system. Our online and mobile reservation system allows our customers to reserve vehicles through our website, mobile applications and various other reservation channels such as our call center or local stores, by email, text message and instant messengers, or through our sales channel partners. We have designed our website as a reliable, secure, user-friendly and convenient online reservation platform for our customers. We introduced mobile applications to make reservations in 2011 and believe we were the first car rental service provider in China to do so. The total number of our mobile application downloads increased from approximately 17,000 in 2011 to approximately 115,000 in 2012, to over 297,000 in 2013 and to over 695,000 in the six months ended June 30, 2014. In the six months ended June 30, 2014, 52.8% and 30.0% of our car rental services were derived from reservations made through our website and mobile applications, respectively. Once our customers book our services online, they have around-the-clock access to the complete, real-time inventory of our fleet through our nationwide service network. Because all of our reservation and customer service data is fed back into our centralized databases on a real-time basis, we are able to track and analyze aggregated customer usage data to better allocate vehicles among different locations for the convenience of our customers.
•: Fleet management system. Our fleet management system manages and monitors our widely dispersed fleet, which included over 15,000 vehicles as of June 30, 2014, with a comprehensive suite of tools focused on real time vehicle tracking, vehicle repair and maintenance, mileage and fuel consumption, insurance and dispatch. Each of our vehicles is equipped with a control unit, including a mobile data device, geographic positioning information system, wireless antennae and vehicle interface modules. This hardware system allows us to monitor our vehicles from our data centers on a real-time basis, provides us with a comprehensive set of fleet management data that is stored in our centralized databases, and improves fleet management efficiency and customer service quality.
•: Dynamic pricing mechanism. We have adopted a dynamic pricing mechanism to determine our rental rates. Our daily rates are automatically adjusted by our proprietary technology platform, which determines a specific vehicle model's rental rate based on its purchase price, taking into consideration other variables, such as pickup/drop-off time and location, the availability of our vehicles during such period at such location, prevailing prices, demand of that specific vehicle model, and the length of rental period. Our management reviews our rental rates on a regular basis.
•: Service location management system. Our service location management system manages our reservations, inventory level and accounting functions at each of our stores. This system also monitors the key operating metrics and other operating data of each service location on a real-time basis.
•: Data analysis and operational metrics system. Our data analysis and operational metrics system enables us to conduct a thorough analysis of the vast amount of data received from our daily operations, including utilization rate, mileage, length of rental period, time interval from reservation to pick-up, and maintenance requirements of each of our vehicles. Through this system, we are able to efficiently adjust our operational strategies and policies to be in line with the availability of our vehicles and market demand as the quantitative analysis serve as key assessment instrument for management's strategic decisions.
•: Payment and financial system. Our integrated payment and financial system enables our customers to recharge their accounts online and to make payments from their accounts. This system gives us real-time access to customer payment information, thereby improving the accuracy and efficiency of our financial reporting and allowing greater flexibility to scale our operations efficiently. Our financial system software also allows us to provide detailed and

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itemized bills for our corporate clients to accommodate their various internal financial reporting requirements.

•: Customer relationship management system. Our customer relationship management system improves our overall customer experience and manages our interactions with customers. This system enables us to track our customers' rental history and preferences and conduct big data analysis, thereby allowing us to selectively offer tailored rental packages and other targeted marketing efforts.

Our data centers store the information contained in our centralized databases and host our website, web-based applications and mobile applications that we have developed to manage our integrated technology platform. Our data centers and reservation system software maintain real-time communication with encrypted message protocols and credit card data. We use industry-standard commercial antivirus, firewall and patch-management technology to protect and maintain the systems and data located at our data centers. Our website is designed to be fault-tolerant, with a collection of identical web servers, providing us with the flexibility to scale up our operations without compromising customer experience.

We continue to invest in improving our technology platform to better secure the information of our customers and optimize our systems to meet the needs of our growing business. We also continue to maintain reliable information, management and operational systems, and we have implemented performance monitoring for all key systems to enable us to respond quickly to potential problems. For example, at our headquarters in Shanghai, we provide redundant utility systems, a backup electric generator and 24-hour server support. All servers have multiple, uninterrupted power supplies and redundant file systems to maximize system and data availability. Furthermore, we regularly back up our data to minimize the impact of data loss due to system failure.

Our fleet management

Leveraging on our integrated technology platform, we believe we are able to maximize our fleet utilization and control costs via "better acquisition", "better deployment" and "better disposition".

Vehicle acquisition

As of June 30, 2014, our total fleet size was 15,409 vehicles. We have a wide variety of vehicles, which include over 200 models primarily from major automobile manufacturers such as Volkswagen, General Motors/Buick, Honda, Citroen, Chevrolet and Ford. As of June 30, 2014, approximately 36.6%, 14.4%, 13.4%, 6.8%, 6.4% and 6.1% of our vehicles were of these major brands, respectively. We take into account customer preferences in fleet acquisition as we observed that customers in China are generally more sensitive to vehicle models compared to western customers. We also select vehicle models that have a liquid secondary market and seek to control fleet size of each vehicle model, thereby mitigating the pricing impact when we retire such vehicle model. In addition, in anticipation of the growing environmental awareness in Chinese market, we were the first car service provider in China to add alternative energy vehicles to our fleet to capitalize on a growing demand for such vehicles. The acquisition decision is made based on disciplined and systematic analysis, assisted by our proprietary demand forecast model and database. In addition, leveraging our large fleet size and procurement needs, we are able to directly negotiate with vehicle manufacturers and benefit from economies of scale through our centralized vehicle procurement. We also maintain good relationships with car dealers as an alternative channel for our vehicle procurement.

We have financed our vehicle purchases primarily through funds received from our issuance of preferred shares and bonds. We also used banks and third-party financing companies to finance a portion of our procurement.

After purchasing a vehicle, we apply to the relevant government authority to obtain a license plate, purchase insurance for the vehicle and install a GPS-based tracking device to enable our proprietary

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fleet management system to monitor the vehicle before deploying the vehicle to our car rentals or car services fleet. Upon completion of these steps, we consider the vehicle fully operational and available for service. The price of a license plate, if any, varies greatly depending on the city in which we intend to obtain a license for the vehicle, as well as by local market conditions.

Vehicle deployment

Based on our operating experience, the peak time of our car rentals typically falls on weekends and public holidays, while peak time of our car services typically falls on weekdays. We are able to optimize fleet utilization by efficiently allocating our fleet resource to capture the complementing demand cycles of different services we offer. Our dynamic pricing system allows us to better leverage supply-demand trends in local markets.

In addition, GPS tracking devices and our proprietary fleet management system enable us to monitor our fleet on a real-time basis to optimize the geographic allocation of our fleet. We also conduct personal identity verification and credit check procedures on each of our customers before the vehicles are handed over to them. These measures help minimize our risk of car-theft.

Repair and maintenance

As of June 30, 2014, we maintained 15 in-house vehicle repair and maintenance centers in seven major cities in China, such as Shanghai and Beijing, which provide basic routine repair and maintenance functions for our local fleet. As of June 30, 2014, our repair and maintenance team consisted of 190 employees. We also engage qualified third-party contractors to perform major repair functions in other cities where we do not have such in-house centers. We expect to open additional in-house vehicle repair and maintenance centers in cities where our management determines that the size of our local fleet has justified the costs of such an in-house center. We expect such additional centers to bring benefits of economies of scale as we continue to expand our fleet size and geographical footprint.

Vehicle dispositions

We generally hold vehicles in our fleet for a term of three to four years. We have developed an internal rating system to assess the general conditions of our vehicles, and dispose of our used vehicles through a variety of disposition channels, including auctions, brokered sales, dealers and online used car marketplace, according to the rating results. We also maintain a well-managed vehicle disposition system with a deliberated decision making process taking into consideration market timing, disposal price and seasonality, pursuant to which we would adjust the holding period of our vehicles.

Competition

The car rental and car service industry in China is competitive and fragmented. In 2013, the top three services providers, including us, only accounted for 10.7% of the total market share by revenues in China, according to Frost & Sullivan.

As we provide comprehensive service offerings, we compete with different market participants in different market sectors to different levels. We currently compete primarily with national and international players, such as China Auto Rental and Avis China, and regional players, such as Yongda, Qiangsheng and Shouqi. See "Risk Factors—Risks related to our business and industry—We face

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intense competition, and if we fail to compete effectively, we may lose market share, our revenues and margin may decrease and our results of operations may be adversely affected."

Insurance

For car rentals, we charge customers for basic insurance coverage on a daily basis, and we encourage our customers to purchase through us supplementary coverage in addition to the basic insurance. If the damages caused by our customers exceed the insurance coverage, our customers bear the exceeding liability.

For car services, we bear higher risks and liabilities and typically purchase insurance coverage with higher limits. We are exposed to claims for personal injury or death and property damage as a result of automobile accidents involving vehicles operated by our drivers or our contracted service providers. We purchase motor vehicle damage insurance, third-party liability insurance, compulsory traffic accident insurance, passenger injury insurance, and other insurance coverage that our management considers adequate to protect our assets and operations under different situations. If we have a low accident rate of our fleet, we may benefit from the "no-claim discount" and enjoy lower insurance premium when purchasing relevant insurance for our fleet. We believe that the amount and nature of our insurance coverage are adequate and in line with the market practice in China.

Any successful claim against us beyond the scope or limits of the insurance coverage of us or our contracted service providers may have a material adverse effect on our business, financial condition and results of operations. See "Risk Factors—Risks related to our business and industry—We could be negatively affected if our insurance coverage proves to be limited or inadequate."

Intellectual Property and Trademark

We believe our proprietary technology platform is critical to our business in China. As of the date of this prospectus, we registered 17 software copyright in China.

We believe brand recognition is key to our success. We have registered 85 trademarks, including "eHi Car Rental" and , with the relevant authorities in China for our brand name "eHi" and associated logos that we use or plan to use to market our services or to prevent others from competing with us by using similar logos. In addition, we have registered 185 domain names in connection with our brand name to prevent any dilution of our brand name, of which 67 have been registered in the PRC and 118 have been registered in other countries.

Pursuant to the global affiliation agreement with Enterprise, we have granted Enterprise, in certain designated territories, a royalty free license with the right to grant sublicenses to use certain of our trademarks, service marks, trade names, signages, logos, symbols and designs associated with the name "eHi" for the purpose of pursuing referral business to us, processing such referrals and servicing business referred to Enterprise by us, and Enterprise has granted us, in certain designated territories, a reciprocal royalty free license with the right to grant sublicenses to use certain of its trademarks, service marks, trade names, signages, logos, symbols and designs associated with the names "Enterprise," "Enterprise-Rent-A-Car," "Alamo," "Alamo Rent A Car," "National" and "National Rent A Car" for similar purposes.

Employees

As of June 30, 2014, we had 2,816 full-time employees, an increase from 2,649 as of December 31, 2013, 2,298 as of December 31, 2012 and 2,022 as of December 31, 2011. We also had 515 part-time employees as of June 30, 2014, who were primarily engaged in direct services, such as the delivery and pick-up of rental vehicles.

We engaged Qian Jin, an independent third-party human resources company, to provide human resources services which include, among other things, managing payrolls, social welfare and benefits contributions and local residency permits of our dispatch employees. For additional information and

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risk relating to our dispatched, see "Risk Factors—Risks relating to doing business in China—Our current employment practices may be restricted under the Labor Contract Law and other labor-related laws of PRC and our labor costs may increase as a result."

The table below sets forth the number of our full-time employees in each of our areas of operations and as a percentage of our total full-time workforce as of June 30, 2014.

	As of June 30, 2014

	Number of employees		Percentage of all employees
Direct vehicle and operation services		2,009		71.3	%
Fleet management and support		498		17.7
General administration		186		6.6
Sales and marketing		123		4.4


Total		2,816		100.0	%

We believe that recruiting, retaining and motivating qualified personnel is crucial to our success. We have standardized our human resources policies and procedures in a detailed employee manual that all employees are required to adhere to and we have designed and implemented in-house training programs tailored to each job function and responsibilities to maintain and improve our employees' performance. Specific training is provided to new drivers at orientation to help them familiarize with our working standards and operating requirements.

We participate in various employee social security plans that are required by municipal and provincial governments, including pension, unemployment insurance, work-related injury insurance and medical insurance. We are required by PRC laws to make contributions to employee social security plans at specified percentages of the salaries, bonuses and certain allowances of our employees.

Facilities

Our corporate headquarters are located in Shanghai, China, where we lease an aggregate gross floor area of approximately 1,500 square meters for our general administration as well as to process reservations for our car services and maintain our proprietary technology platform.

As of June 30, 2014, we directly operated a total of 760 service locations in 90 cities across China. Our lease agreements for office space of our stores generally have a term of one to three years. All of our service locations have a standardized design, appearance, decoration, color scheme and display. We select locations for our stores and pick-up points based on criteria including convenient access to transportation hubs, major office buildings, shopping centers or universities, which we believe have more potential for sustainable and increasing demand for our services.

Legal proceedings

We are currently not a party to, and are not aware of any threat of, any legal, arbitration or administrative proceedings that, in the opinion of our board of directors, are likely to have a material and adverse effect on our business, financial condition or results of operations. From time to time, we have become, and may in the future become, a party to various legal or administrative proceedings or claims arising in the ordinary course of our business. Regardless of the outcome, legal or administrative proceedings or claims may have an adverse impact on us because of defense and settlement costs, diversion of management attention, and other factors.

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REGULATIONS

We operate our business in China under a legal regime consisting of the National People's Congress, or NPC, and its Standing Committee, the State Council and several ministries and agencies under its authority, such as the MOFCOM, the SAIC, the SAFE, the MOT, the Ministry of Public Security, or the MPS, and the SAT and their local counterparts at different administrative levels. From time to time, these authorities issue laws and regulations that apply to our business operations in China. Certain of these laws and regulations, such as those relating to tax, foreign investment, foreign currency exchange, dividend distribution, and regulation of foreign exchange in certain onshore and offshore transactions, may affect our shareholders' rights to receive dividends and other distributions from us.

Regulations on foreign investment in rental industry

According to the Category of Industry Guideline for Foreign Investment promulgated by the MOFCOM and the NDRC, which was revised in 2007 and 2011, respectively, foreign investment in general rental business is permitted. The Administration Measures on Foreign Investment in Rental Industry that was promulgated by the MOFCOM on February 3, 2005 and became effective on March 5, 2005 applies to foreign-invested enterprises that operate general rental or leasing businesses in China, including car rental businesses. Under this regulation, foreign investors of a foreign-invested enterprise operating car rental or financial leasing business shall have total assets of not less than US$5 million and the foreign invested rental company shall follow the general requirements of PRC Company Law and obtain approval from MOFCOM or its relevant local counterparts for its incorporation. According to this regulation, a foreign-invested rental company are subject to the following requirements: (i) its registered capital shall comply with the relevant provisions of the PRC Company Law; (ii) it shall comply with the relevant provisions concerning the registered capital and the total amount of investment of a foreign-invested enterprise; and (iii) the duration of operation of a foreign-invested rental company in the form of limited liability company shall generally not exceed 30 years. A foreign-invested financing leasing company shall meet the following requirements: (i) its registered capital shall be no less than US$10 million; (ii) the duration of operation of a foreign-invested financing leasing company in the form of limited liability company shall generally not exceed 30 years; and (iii) it shall have appropriate professionals and its senior management personnel shall have appropriate professional qualification with at least three years of experience in the sector.

Our primary PRC subsidiaries, eHi Rental and eHi Jiangsu, as foreign-invested enterprises that operate car rentals business, and our PRC subsidiary, Shanghai Taihao, as a foreign-invested financial leasing enterprise, have obtained the approvals from the relevant local branches of MOFCOM pursuant to the above-mentioned regulations.

Regulations on car rental and car service industry

General requirement on vehicles

Regulations applicable to all automotive vehicles generally apply to rental vehicles. According to the Road Traffic Safety Law promulgated by the NPC Standing Committee in October 2003, which was amended in December 2007 and April 2011, respectively, all automotive vehicles are required to be registered with relevant local administration authorities. Vehicle registration certificates, vehicle plates and vehicle licenses shall be obtained from the same authorities, and the compulsory traffic accident insurance shall be purchased for each vehicle. We obtain vehicle registration certificate, vehicle plate and vehicle license and purchase compulsory traffic accident insurance for each vehicle before its operation.

There are additional requirements for rental vehicles. In most cities, the usage stated in the vehicle licenses of such vehicles shall be registered as rental or operational. Some cities require additional licenses or vehicle plates for such vehicles. For instance, in Shanghai, Nanchang, Suzhou, Wuxi,

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Shenyang, Dalian, Wuhan and Kunming, a special transport license or passenger rental vehicle license is required for each rental vehicle. In Shanghai, special vehicle plates shall be obtained for rental vehicles. In Beijing, Guangzhou and Chongqing, filing with relevant local authority is required for rental vehicles. However, local practices differ and some of these requirements are not strictly implemented or may be modified or suspended by the local administration authorities in practice. Due to various reasons, we have not met all these requirements, which may subject us to penalties and other administrative actions. See "Risk Factors—Risks related to doing business in China—Failure in obtaining all of the requisite permits, licenses or making all of the requisite filings or registrations or meeting other regulatory requirements for operating car rentals and car services business in China by us or any third-party service provider who cooperates with us may subject us to fines or other administrative actions" for more details.

Car rental related services

As the car rental industry is at an early stage of development in China, the legislation of the car rental industry continues to evolve. The MOT and the NPC, the predecessor of NDRC, promulgated the Interim Rules on Administration of Car Rental Industry in 1998, which was abolished in 2007. Since then, there have been no national laws and regulations in place to specifically regulate the car rental industry in China except the Notice on Promoting the Healthy Development of Car Rental Industry, or the 2011 MOT Notice, promulgated in April 2011 by MOT. The 2011 MOT Notice sets forth general guidelines for the car rental industry in China and requires local government authorities to (i) establish and improve local rules and regulations on car rental business, (ii) promptly formulate local development plans for the car rental industry, (iii) encourage large and well-managed car rental companies of good reputation to set up branches and establish national or regional networks without any restrictions due to local protectionism, (iv) enhance the administration of the car rental business, including requirements to obtain and carry a valid permit or license for each rental car, and prohibitions of car rental companies from engaging in road transportation businesses without appropriate approval, (v) encourage car rental companies to innovate and develop new types of car rental services, (vi) create a favorable environment for the development of the car rental industry, and (vii) enhance the administration and supervision of the car rental industry.

The Road Transportation Regulation promulgated by the State Council in 2004, and amended in 2012, regulates road transportation businesses (including road passenger transportation business and road freight transportation business) and other business operations related to road transportation (including operations of transportation terminals (sites), vehicle maintenance and repair businesses and training of drivers). According to the Administrative Provisions for Foreign Investment in the Road Transport Industry promulgated by MOFCOM and MOT in 2001 and amended in 2014, foreign investors are generally prohibited from holding more than 49% of the equity interest in PRC entities engaged in road passenger transportation business. Neither the Road Transport Regulation nor the Administrative Provisions for Foreign Investment in the Road Transportation Industry, however, include any provisions relating to car rental businesses.

The Administrative Rules on Urban Taxis promulgated by the Ministry of Construction and the MPS, which became effective in 1998, regulates the planning, operations, administration and services related to urban taxis. According to such rules, the term "taxis" refers to vehicles that provide passenger transport services at the direction of the passengers and charge fees according to travel mileage and travel time.

The regulatory distinctions between car rental businesses and road transportation businesses or taxi businesses are not clear. As a result, local government authorities in China have imposed different requirements on the operating entities and/or vehicles that are involved in car rental businesses in the respective province or city.

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Car rental services not accompanied by driving services

Set forth below is a summary of local rules and regulatory requirements in China regarding the provision of car rental services, which generally do not contemplate the provision of car rental services concurrently with the provision of driving services.

•: Some provinces and cities do not have any specific local rules regulating car rental services.
•: Some local authorities promulgated local rules specifically regulating the car rental businesses. For example, the relevant local authority in Beijing promulgated specific local rules for car rental operations in Beijing including a most recent notice issued on August 12, 2014. Car rental service providers in Beijing are required to make filings with the local transportation authority before they may commence their car rental businesses and make subsequent filings with the authority for any changes in the number of vehicles for rental and other relevant operational conditions and car rental service providers are strictly prohibited from providing facilitations to illegal operators. Beijing eHi Car Rental Co., Ltd. and the Beijing branch of eHi Rental duly completed their filings with the local authority in Beijing on December 15, 2010 and renewed their filing certificate on June 19, 2014.
•: Although the Road Transportation Regulation does not include any provisions relating to car rental businesses, the local road transportation rules of certain provinces and cities, such as Shandong, Sichuan and Hubei and Suzhou require car rental service providers to obtain road transportation licenses from local authorities or make filing with local authorities covering their car rental businesses.
•: In some provinces and cities, local rules regulating taxi businesses also partially cover car rental operations, which may impose different requirements on car rental service providers from taxi service providers. For example, according to Shanghai Municipal Administrative Rules on Taxis, car rental service providers in Shanghai are required to obtain car rental licenses, which are different from taxi operation licenses, from the local transportation authority before commencing car rental businesses. eHi Rental obtained such a license on April 15, 2009 and renewed such license on July 29, 2013. Under the local rule in Shanghai, the total number of vehicles for rental, parking space, service locations and networks of car rental service providers are subject to the overall planning of the municipal government.
•: Some local authorities promulgated local rules, such as those in Beijing, Guangdong Province, Hubei Province, Chongqing, Xi'an and Kunming to require that the owner of a rental vehicle must be the same person operating the rental services.

In addition, among those provinces and cities that have promulgated local rules to regulate car rental business, the actual practice of the local authorities may differ from their local rules.

Primarily as a result of the inconsistency in local rules and practices as described above, we have not met all of the qualifications and regulatory requirements in all of the provinces and cities where we currently operate our car rental businesses. See "Risk Factors—Risks related to doing business in China—Failure in obtaining all of the requisite permits, licenses or making all of the requisite filings or registrations or meeting other regulatory requirement for operating car rentals and car services business in China by us or any third-party service provider who cooperates with us may subject us to fines or other administrative actions" for more details.

Car rental services accompanied by driving services

In addition to the regulatory requirements mentioned above, under the current PRC regulatory environment, our car rental services accompanied by driving services may subject us to additional approvals, licenses, permits or other regulatory requirements.

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The Road Transportation Regulation requires an operator of road passenger transportation businesses to have appropriate vehicles, qualified drivers, sound safety systems and obtain a road transportation operation license covering passenger transportation. The 2011 MOT Notice provides that a car rental enterprise must obtain appropriate approval before it may conduct road passenger transportation business. However, neither the Road Transportation Regulation nor the 2011 MOT Notice defines the term "road passenger transportation business." According to the Administrative Rules on Road Passenger Transportation and Passenger Transportation Terminals promulgated by MOT in 2005 and last amended in 2012, the term "road passenger transportation services" refers to public bus services, chartered bus services and travel bus services, which means transportation services provided to unspecified passengers on fixed routes at fixed rate and stops or to chartered groups of passengers or to tourists from or to a tourist attraction. We do not provide public bus services, chartered bus services or travel bus services. In particular, our car rental services are not provided to any unspecified passengers. Therefore, we do not deem any of our operating subsidiaries as a "road passenger transportation service" provider. According to the Administrative Rules on Urban Taxis, "taxi services" refer to vehicles that provide passenger transport services at the direction of the passengers and charge fees according to travel mileage and travel time. An enterprise engaged in taxi services is required to obtain a taxi operation license and meet other relevant requirements. Our chauffeured car services, which may include driving services under certain circumstances, charge clients based on a number of factors, such as vehicle model, the type of services, the length of rental period, the specific time and location of pick-up and drop-off and price competition. Therefore, we do not believe any of our operating subsidiaries is a taxi service provider.

At local levels, some provinces and cities, such as Zhejiang, Shanxi, Jilin, Chongqing, Hubei, Sichuan, Guizhou, Shandong, Jiangxi, Hunan and Shaanxi, have promulgated local road transportation regulations, which generally restrict an entity engaged in car rental businesses from concurrently providing driving services. In August 2011, Shanghai Municipal Transport and Port Authority issued Certain Opinions on Standardizing the Regulation of Car Rental Industry, which provides that car rental companies may not provide drivers for the vehicles they rent but may at the requests of their customers sign service agent contracts on behalf of their customers with third-party labor service companies, under which the labor service companies may provide drivers to car rental customers, and the car rental companies are obligated to provide training to drivers provided by the labor service companies. A few local authorities have also imposed qualification requirements on drivers engaged by a car rental service provider.

In order to minimize the uncertainties and potential legal risks caused by the ambiguities of the laws, regulations and rules promulgated by various levels of legislative bodies and authorities in China and their enforcement in practice, we established Shanghai Smart Brand to primarily engage in the provision of driving services in April 2011. We have transferred substantially all of our drivers to Shanghai Smart Brand, its subsidiaries or branches. Our driving services are currently provided solely by Shanghai Smart Brand, its subsidiaries or branches, or at the requests of our customers through third-party driving service providers that cooperate with us, and our car rental services are provided by our other subsidiaries that do not provide driving services. See "Risk Factors—Risks related to doing business in China—Failure in obtaining all of the requisite permits, licenses or making all of the requisite filings or registrations or meeting other regulatory requirements for operating car rentals and car services business in China by us or any third-party service provider who cooperates with us may subject us to fines or other administrative actions" for more details.

Regulations on penalties for violation of traffic laws and regulations

According to Road Traffic Safety Law, penalties for violations of the law on road traffic safety include: disciplinary warning, fine, temporary suspension or revocation of motor vehicle driver's license and detention. The traffic administration department of the public security authority may, on the basis of the technical traffic monitoring records, impose a penalty on the owner or manager of the motor

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vehicle involved in violation of law. If the driver can be identified, it may impose a penalty on the driver.

Motor vehicles are subject to periodic inspection. According to Rules on Motor Vehicle Registration promulgated on April 30, 2004 by the MPS, before owners of motor vehicles apply for inspection on their motor vehicles, all the traffic violations related to their motor vehicles shall be settled.

Regulations on vehicle insurance

Pursuant to Road Traffic Safety Law, compulsory third party liability insurance must be purchased for each vehicle. Pursuant to Regulations on Compulsory Traffic Accident Liability Insurance for Motor Vehicles promulgated on March 21, 2006 and amended on December 17, 2012 by the State Council, owners or managers of motor vehicles driving on roads within China shall apply for the compulsory traffic accident liability insurance for their motor vehicles.

Regulations on motor vehicle repair services

The Road Transportation Regulation requires that motor vehicle repair services shall obtain approval from competent road transport administration authority before they start their business.

According to Administrative Rules on Motor Vehicle Repair promulgated on June 24, 2005 by the MOT, anyone that applies to engage in operation of motor vehicle repair services shall have (i) an appropriate site for motor vehicle repair; (ii) necessary equipment and facilities; (iii) necessary technical personnel; (iv) a sound system for management of motor vehicle repair; and (v) necessary environmental protection measures.

In addition, motor vehicle repair business shall comply with regulations and rules promulgated by local government authorities of the provinces and cities where such business is operated. Such local regulations and rules may provide additional qualifications and detailed requirements for motor vehicle repair operators.

Regulations on limitation of use and purchase of motor vehicles

Certain cities in China have issued local regulations or rules to control the number of motor vehicles. For example, Beijing imposes an annual quota on the issuance of new vehicle license plates. Potential motor vehicle purchasers need to meet specific criteria and enter into a monthly draw. Only candidates who have been allocated a plate in the draw can apply to have their motor vehicles registered with the local vehicle administration. Shanghai is implemented an auction system for the issuance of new vehicle license plates. Under this system, each applicant is required to submit a "blind" bid for a vehicle license plate. Only successful bidders can apply to have their motor vehicles registered with the local vehicle administration. There are similar policies that restrict the issuance of new vehicle license plates in Guangzhou, Tianjin, Hangzhou and Guiyang.

In addition, some cities in China such as Beijing, Shanghai, Nanchang, Chengdu, Guiyang, Hangzhou, Changchun, Lanzhou, Guangzhou and Tianjin also have promulgated regulations or rules to prohibit vehicles with certain license plate from driving on road. For instance, in Beijing vehicles with restricted tail number of license plates are not allowed to drive within five rings road (excluding the fifth ring road) during 7:00 am to 20:00 pm each workday, and the vehicles with non-Beijing license plates shall also be subject to such restrictions. In Shanghai vehicles bearing non-Shanghai license plates are not allowed on certain roads during specified rush hours on workdays.

Regulations on financial leasing

In September 2013, MOFCOM issued the Administration Measures of Supervision on Financial Leasing Enterprises, or the Financial Leasing Measures, to further strengthen and administer the

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business operation of financial leasing companies. Under Financial Leasing Measures, financial leasing companies are permitted to operate the following business: direct leasing, subleasing, sales and leaseback, leveraged leasing, trust leasing and joint leasing. In addition, financial leasing companies may also operate business related to financial leasing, such as purchase of leasing property, residual disposal and maintenance of leasing property, consultancy and security for leasing transactions and other business as approved by the competent authority. A financial leasing company shall not engage in: (i) such financial businesses as deposit taking, loan issuing, and loan issuing on commission, (ii) illegal fund-raising activities in the name of financial leasing, and (iii) inter-bank borrowing and other businesses without the approval from relevant authorities.

The PRC Contract Law promulgated on March 15, 1999 sets forth mandatory rules on financial leasing contracts. Under the PRC Contract Law, a financial leasing contract shall be made in written form and shall contain such clauses as the name of the leased object, quantity, specifications, technical performance, inspection method, lease term, composition of rent, payment term, payment method and kind of currency for the payment of rent, and the ownership over the leased object at the expiration of the lease term. The lessor enjoys the ownership over the leased object during lease period. If the lessee goes bankrupt, the leased object shall not fall into the category of bankrupt property. Within the period of possession over the leased object by the lessee, if the leased object causes any personal injury or property loss to a third party, the lessor shall not bear any liability.

Regulations on Internet content provision service

The Telecommunications Regulations, promulgated by the State Council in 2000, draw a distinction between "basic telecommunication services" and "value-added telecommunication services." Internet content provision service is a subcategory of value-added telecommunications services. The State Council issued the Administrative Measures on Internet Information Services concurrently with the Telecommunications Regulations in 2000 to regulate Internet content provision services. According to these measures, commercial Internet content provision service operators must obtain a value-added telecommunication business operating license, or ICP license, from the appropriate telecommunication authorities in order to conduct any commercial Internet content provision operations in China, while non-commercial Internet content provision service operators shall make filings with the appropriate telecommunication authorities before conducting non-commercial internet content provision operations. These measures further stipulate that entities providing Internet content provision services regarding news, publishing, education, medicine, health, pharmaceuticals and medical equipment must procure the approval of the national government authorities responsible for such areas prior to applying for an operating license from the relevant government authorities.

According to the Administrative Rules for Foreign Investments in Telecommunications Enterprises, issued on December 11, 2001 by the State Council and effective as of January 1, 2002 and amended on September 10, 2008, a foreign investor is prohibited from owning more than 50% equity interest in a PRC entity providing value-added telecommunications services and the major foreign investor(s) in a foreign invested valued-added telecommunications enterprise is required to be in good standing and have the relevant experience in operating a value-added telecommunications business. On July 13, 2006, the Ministry of Information Industry, the predecessor of the Ministry of Industry and Information Technology, or the MIIT publicly released the Notice on Strengthening the Administration of Foreign Investment in Operating Value-added Telecommunications Business, or the MIIT Notice, which reiterates certain provisions under the Administrative Rules for Foreign Investments in Telecommunications Enterprises prohibiting a domestic company that holds an ICP license, from renting, transferring or selling a telecommunications license to foreign investors in any form, or providing any resources, sites or facilities to foreign investors that intend to conduct value-added telecommunication business illegally in China. Trademarks and domain names that are used in the provision of Internet content services must be owned by the ICP license holder.

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Our current operations are not subject to the ICP license requirements. To further expand our Internet and mobile services, we entered into a series of contractual arrangements in March 2014 with our PRC incorporated variable interest entity, or eHi Information, and its shareholders. eHi Information is currently in the process of applying for the ICP license from the relevant telecommunication authorities.

Regulations on registration of branch companies

According to the amended PRC Company Law and the amended Administration Regulations of Company Registration, which both became effective on March 1, 2014, a company may establish branch companies, which are entities without the status of a legal person and conduct business outside the domicile of the company. Branch companies must be registered at the competent government agency and obtain a business license. The amended Administration Regulations of Company Registration, set forth the detailed formalities on the registration of branch companies.

Our PRC subsidiaries have registered 243 branches and obtained a business license for each of them as of June 30, 2014. See "Risk Factors—Risks related to doing business in China—Failure in obtaining all of the requisite permits, licenses or making all of the requisite filings or registrations or meeting other regulatory requirements for operating car rentals and car services business in China by us or any third-party service provider who cooperates with us may subject us to fines or other administrative actions" for more details.

Regulations on employment contracts

The Labor Contract Law of the PRC was promulgated on June 29, 2007 and amended on December 28, 2012. On September 18, 2008, the PRC State Council issued the PRC Labor Contract Law Implementing Rules, which became effective as of the date of issuance. The Labor Contract Law and its Implementing Rules govern the establishment of employment relationships between employers and employees, and the conclusion, performance, termination of, and the amendment to employment contracts. To establish an employment relationship, a written employment contract must be signed. In the event that no written employment contract was signed at the time of establishment of an employment relationship, a written employment contract must be signed within one month after the date on which the employer starts to use the employee's services. An employer may terminate the labor agreement of an employee under certain specified circumstances and in some cases, such termination can only be done after fulfillment of certain procedural requirements, such as 30 days' prior notice or upon payment of one month's salary in lieu of such notice. In certain cases, the terminated employee is entitled to receive a severance payment equal to the average monthly salary during the 12-month period immediately preceding to the termination (inclusive of all monetary income such as base salary, bonus, allowances, etc.), for each year of service up to the date of termination. If an employer terminate an labor contract in any circumstance other than those specified under the Labor Contract Law and its implementing rules, including termination without cause, the employer must either reinstate and continue to perform the employee's employment contract or pay the employee damages calculated at twice the rate for calculating the severance payment, subject to the employee's own request. In the case that the employee requests for damages, the employer is not required to pay other severance or the remainder of the amount owed under the employment contract unless the employment contract has otherwise provided for.

In addition, according to the Labor Contract Law and its implementing rules, in order to enforce the non-compete provision with the employees after the termination or ending of employment relationship, the employer shall compensate the employees on a monthly basis during the non-competition period after such termination or ending of employment.

On January 24, 2014 the Ministry of Human Resources and Social Security promulgated Interim Provisions on Labor Dispatching, effective from March 1, 2014 which provides that an employer shall

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strictly control the number of employees under labor dispatching arrangements and dispatched employees can only be used in temporary, ancillary and replaceable positions. The number of dispatched workers used by an employer shall not exceed 10% of the total number of its employees. An employer with its dispatched employees' number exceeding 10% of the total number of its employees prior to March 1, 2014 is allowed to reduce the said percentage to the required range within two years from March 1, 2014. However, the labor contract and labor dispatching agreement lawfully concluded prior to the promulgation date of the Decision of the Standing Committee of the NPC on Revising the "Labor Contract Law of the PRC" may continue to be performed until the expiry of the above contract or agreement if expiry date of such contract or agreement is later than the day after two years calculating from March 1, 2014. The employer shall not use any new dispatched worker until it has reduced the percentage of dispatched workers to the required range.

For potential risks related to the above laws and regulations, see "Risk Factors—Risks related to doing business in China—Our current employment practices may be restricted under the Labor Contract Law and other labor-related laws of the PRC and our labor costs may increase as a result".

Regulation on houses lease

According to Administrative Measures for the Leasing of Commodity Housing promulgated by Ministry of Housing and Urban-Rural Development on December 1, 2010, within 30 days after the execution of the housing lease contract, the parties involved shall handle the filing procedure of the leasing of housing at local competent authorities. Failure to completion of such filing may result in fines up to RMB10,000.

Regulation on PRC business tax and VAT

Prior to January 1, 2012, pursuant to the Provisional Regulation of China on Business Tax and its Implementing Rules, an entity or individual rendering services in China was generally subject to a business tax at the rate of 5% on revenues generated from the provision of such services. Since January 1, 2012, the MOF and the SAT have started to implement the VAT Pilot Program, which imposes VAT in lieu of business tax for certain industries in Shanghai. Since August 1, 2012, the VAT Pilot Program has been expanded to and implemented in other regions, including Beijing, Tianjin, Jiangsu, Zhejiang, Anhui, Fujian, Hubei, Guangdong. On May 24, 2013, the MOF and the SAT jointly issued Notice 37, which expanded the VAT Pilot Program nationwide starting on August 1, 2013. On December 12, 2013, the MOF and the SAT jointly issued Notice 106, effective on January 1, 2014, which replaced Notice 37 and improved some tax policies in the VAT Pilot Program. As a result of the VAT Pilot program, an entity or individual rendering services in China is subject to VAT at the rate of 17%, 11% or 6%, as applicable.

Torts law

The PRC Torts Law was promulgated by the NPC Standing Committee on December 26, 2009 and became effective on July 1, 2010. According to the Torts Law, in the case of car rental, where the driver is different from the owner of the vehicle, if the driver is held liable for a traffic accident, such liability will first be covered by the insurance company within the coverage of the compulsory traffic accident insurance of the vehicle. If the insurance coverage is not sufficient, the driver shall be responsible for the remaining compensation, and the vehicle owner shall not be liable for compensation unless the owner has fault in such accident. However, if we provide driving services, where the driver is our employee or an employee dispatched by other third party entity, if the driver causes damages or injuries to others when providing driving service, such liability will first be covered by the insurance company within the coverage of the compulsory traffic accident insurance of the vehicle. If the insurance coverage is not sufficient, we will generally be held liable for the remaining compensation.

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See "Risk Factors—Risks related to our business and industry—We face risks related to liabilities resulting from the use of our vehicles by our customers" for the potential liability we may undertake under the torts law.

Regulations on foreign currency exchange and dividend distribution

Foreign currency exchange

The principal regulations governing foreign currency exchange in China are the Foreign Currency Administration Regulations of 1996, as amended in August 2008 and Administration Rules of the Settlement, Sale and Payment of Foreign Exchange, or the Administration Rules promulgated by PBOC in June, 1996. Under these regulations, the Renminbi is convertible for current account items, including the distribution of dividends, interest payments, trade and service-related foreign exchange transactions without SAFE approval except as otherwise explicitly provided by laws and regulations. However, conversion of the Renminbi for capital account items, such as direct investment, loans, repatriation of investment and investment in securities outside China, is subject to approvals of or registration with, SAFE or its competent local branches.

Under the Administration Rules, enterprises may only buy, sell or remit foreign currencies at banks that are authorized to conduct foreign exchange business after the enterprise provides valid commercial documents and relevant supporting documents and, in the case of certain capital account transactions, after obtaining approval from SAFE or its competent local branches. Capital investments by enterprises outside of China are also subject to limitations, which include approvals by the MOFCOM, SAFE and the National Development and Reform Commission, or their respective competent local branches.

On August 29, 2008, the SAFE promulgated a notice, Circular 142, regulating the conversion by a foreign-invested company of foreign currency into Renminbi by restricting how the converted Renminbi may be used. The notice requires that the registered capital of a foreign-invested company settled in Renminbi converted from foreign currencies may only be used for purposes within the business scope approved by the applicable governmental authority and may not be used for equity investments within the PRC. In addition, the SAFE strengthened its oversight of the flow and use of the registered capital of a foreign-invested company settled in Renminbi converted from foreign currencies. The use of such Renminbi capital may not be changed without SAFE's approval, and may not in any case be used to repay Renminbi loans if the proceeds of such loans have not been used. Furthermore, on November 9, 2010, SAFE promulgated the Notice Relating to Strengthening the Administration of Foreign Exchange Businesses, which tightens the regulation on the settlement of net proceeds from overseas offerings, such as this offering, and requires (i) that the settlement of net proceeds must be consistent with the uses stated in the prospectus for the offering, and (ii) the submission of relevant board resolutions for the portion of proceeds that is over-subscripted or fall outside the uses stated in the prospectus.

We derive substantially all of our revenues in the Renminbi, which is not a freely convertible currency. Under our current structure, our income will be primarily derived from dividend payments from our subsidiaries in China. The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in China's political and economic conditions. The conversion of Renminbi into foreign currencies, including the U.S. dollar, has been based on rates set by PBOC. On July 21, 2005, the PRC government changed its policy of pegging the value of the Renminbi to the U.S. dollar. Under the new policy, the Renminbi is permitted to fluctuate within a band against a basket of certain foreign currencies. There remains significant international pressure on the PRC government to adopt a substantial liberalization of its currency policy, which could result in a further and more significant appreciation in the value of the Renminbi against the U.S. dollar.

See "Risk Factors—Risks related to doing business in China—Government control over currency conversion may limit our ability to issue dividends to our shareholder in foreign currencies, and may

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therefore adversely affect the value of your investment.", "Risk Factors—Risks related to doing business in China—PRC regulations of loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from using the proceeds of this offering to make loans or additional capital contributions to our PRC operating subsidiaries, which could materially and adversely affect our liquidity and our ability to fund and expand our business", and "Risk Factors—Risks related to doing business in China—Fluctuations in exchange rate may have a material adverse effect on our results of operations and the value of your investment".

Dividend distribution

The principal regulations governing distribution of dividends of a company include the amended Company Law (promulgated on December 28, 2013, effective on March 1, 2014), the amended Wholly Foreign-Owned Enterprise Law (or the WFOE Law, effective on October 31, 2000), and the amended Wholly Foreign-Owned Enterprise Law Implementing Rules (or the Implementing Rules of WFOE Law, effective on March 1, 2014).

Under the above laws and regulations, a company may pay dividends only out of its accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations after funding certain reserve funds. Sino-foreign joint venture companies may make such reservation according to the percentage determined by the board of directors. Other companies in China, including wholly foreign-owned enterprises are required to allocate at least 10% of their respective accumulated profits each year, if any, to fund certain reserve funds unless these reserves have reached 50% of registered capital. These reserves are not distributable as cash dividends.

According to the EIT Law and the Implementing Rules dividends paid by a wholly foreign owned enterprise to non-resident enterprise may be subject to a withholding tax at the rate of 10% unless the non-resident enterprise is entitled to a lower tax rate according to applicable tax treaties or similar tax arrangements.

Under the EIT Law and its Implementing Rules, if a company incorporated outside China has its "de facto management body" located within China, the company would be classified as a resident enterprise and thus would be subject to an enterprise income tax rate of 25% on all of its income on a worldwide basis, with the possible exception of dividends received directly from another Chinese resident enterprise.

Our Chinese subsidiaries are restricted from distributing any dividends to us until they have met these requirements set out in the above laws and regulations. For such restrictions, see "Risk Factors—Risks related to doing business in China—The EIT Law will affect tax exemptions on the dividends we receive and we may not be able to obtain certain treaty benefits on such dividends", "Risk Factors—Risks related to doing business in China—Limitations on the ability of our operating subsidiaries to pay dividends or other distributions to us could have a material adverse effect on our ability to conduct our business" and "Risk Factors—Risks related to doing business in China—We may be classified as a resident enterprise for PRC enterprise income tax purposes; such classification could result in unfavorable tax consequences to us and our non-PRC shareholders".

Regulations on employee share options

Pursuant to the Implementing Rules of the Administration Measure for Individual Foreign Exchange, or the Individual Foreign Exchange Rule, and the Notice on Issues Concerning the Foreign Exchange Administration for Domestic Individuals Participating in Share Incentive Plan of Overseas-Listed Companies, or Share Option Rule, issued in January 2007 and February 2012, respectively, by the SAFE, domestic individuals who have participated in any stock incentive plan including employee stock holding plan, share option plan or similar plan in an overseas-listed company are required to register with the relevant SAFE branch and complete certain other procedures related to the share incentive plan through a PRC agent. Under the Share Option Rule, individuals in PRC including PRC

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citizens (including of Hong Kong, Macau and Taiwan nationals) and foreign nationals who have continuously resided in China for at least a year who participate in the share incentive plan of a same overseas listed company shall collectively appoint a qualified PRC domestic agent or a PRC subsidiary of such overseas listed company, or the PRC agent, to conduct foreign exchange registration, open bank accounts and transfer and exchange funds and an overseas entity shall be appointed to conduct exercise of option, buying and selling of relevant stocks or equities and transfer of relevant funds. The individuals' foreign exchange income received from the sale of shares or dividends distributed by the overseas-listed company which is repatriated back to China shall first be remitted into a collective foreign exchange account opened and managed by the PRC agent before distribution to such individuals in a foreign currency or in RMB. We and our employees who are domestic individuals and have participated in our stock incentive plan, or PRC optionees, will be subject to these rules upon the listing of our ADSs on the NYSE. If we or our PRC optionees fail to comply with these regulations, we or our PRC optionees may be subject to fines and legal sanctions. In addition, the SAT has issued certain circulars concerning employee share options. Pursuant to these circulars, our employees working in China who exercise share options will be subject to PRC individual income tax. Our PRC subsidiaries have obligations to file documents related to employee share options with relevant tax authorities and withhold individual income taxes of those employees who exercise their share options. If our employees fail to pay and we fail to withhold their income taxes, we may face sanctions imposed by tax authorities or any other PRC government authorities.

See "Risk Factors—Risks related to doing business in China—We may be subject to fines and legal sanctions imposed by the SAFE or other Chinese government authorities if we or our employees fail to comply with PRC regulations relating to employee share incentive plans adopted by overseas-listed companies for PRC domestic individuals."

Regulations on foreign exchange registration of offshore investment by PRC residents

On July 4, 2014, the SAFE issued the Notice on Issues Relating to the Administration of Foreign Exchange for Overseas Investment and Financing and Reverse Investment by Domestic Residents via Special Purpose Vehicles, or Circular 37, which replaced the Notice on Issues Relating to the Administration of Foreign Exchange for the Financing and Reverse Investment by Domestic Residents via Offshore Special Purpose Vehicles issued by SAFE in October 2005, or Circular 75. Pursuant to Circular 37, any PRC residents, including both PRC institutions and individual residents, are required to register with the local SAFE branch before making contribution to a company set up or controlled by the PRC residents outside of the PRC for the purpose of overseas investment or financing with their legally owned domestic or offshore assets or interests, referred to in this circular as a "special purpose vehicle." Under Circular 37, the term "PRC institutions" refers to entities with legal person status or other economic organizations established within the territory of the PRC. The term "PRC individual residents" includes all PRC citizens (also including PRC citizens abroad) and foreigners who habitually reside in the PRC for economic benefit. A registered special purpose vehicle is required to amend its SAFE registration or file with respect to such vehicle in connection with any change of basic information including PRC individual resident shareholder, name, term of operation, or PRC individual resident's increase or decrease of capital, transfer or exchange of shares, merger, division or other material changes. In addition, if a non-listed special purpose vehicle grants any equity incentives to directors, supervisors or employees of domestic companies under its direct or indirect control, the relevant PRC individual residents could register with the local SAFE branch before exercising such options. The SAFE simultaneously issued a series of guidances to its local branches with respect to the implementation of Circular 37. Under Circular 37, failure to comply with the foreign exchange registration procedures may result in restrictions being imposed on the foreign exchange activities of the relevant onshore company, including restrictions on the payment of dividends and other distributions to its offshore parent company and the capital inflow from the offshore entity, and may also subject the relevant PRC residents and onshore company to penalties under the PRC foreign

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exchange administration regulations. See "Risk Factors—Risks related to doing business in China—PRC regulations relating to the establishment of offshore special purpose vehicles by PRC residents may subject our PRC resident shareholders or us to penalties and limit our ability to acquire PRC Companies or inject capital into our PRC subsidiaries, limit our PRC subsidiaries' ability to increase their registered capital or distribute profits to us, or otherwise adversely affect us."

Regulations on cross-border direct investment in Renminbi

On October 12, 2011, MOFCOM issued the Notice of the Ministry of Commerce on Issues concerning Cross border Direct Investment in Renminbi which was abolished in 2013 and on December 3, 2013 the MOFCOM promulgated the Announcement on Issues relating to Cross-border Direct Investment in RMB, effective from January 1, 2014. Under this announcement, the "cross-border direct investment in RMB "shall refer to the direct investment activities conducted by foreign investors (including the investors from Hong Kong, Macau and Taiwan) in China with offshore RMB funds obtained legally, including, among other things, the establishment of new enterprises, increase of capital, shareholding or merger and acquisition of domestic enterprises. The cross-border direct investment in RMB by a foreign investor or reinvestment by its foreign-invested enterprise shall conform to the requirements of laws, regulations and relevant provisions on foreign investment and comply with the foreign investment industry policies of China and the provisions on security review of foreign investment mergers and acquisitions and anti-monopoly review. No foreign-invested enterprise is allowed to use the funds of cross-border direct investment in RMB for investment, directly or indirectly, in negotiable securities and financial derivatives in China (except for strategic investment in listed companies) or for entrusted loans. On October 13, 2011, the PBOC issued the Management Rules on the Settlement of Foreign Direct Invested Renminbi, which provide that foreign invested enterprises with RMB-dominated foreign direct investment must register with the PBOC or its local branch after obtaining the permit from MOFCOM and the business license.

Regulations on overseas listing

On August 8, 2006, six PRC regulatory agencies, including the MOFCOM, the State Assets Supervision and Administration Commission, the SAT, the SAIC, the CSRC and SAFE, jointly issued the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rules, which became effective on September 8, 2006 and was amended on June 22, 2009. The M&A Rules, among other things, includes provisions that purport to require that an offshore special purpose vehicle formed for purposes of overseas listing of equity interests in PRC companies and controlled directly or indirectly by PRC companies or individuals obtain the approval of the CSRC prior to the listing and trading of such special purpose vehicle's securities on an overseas stock exchange.

On September 21, 2006, the CSRC published on its official website procedures regarding its approval of overseas listings by special purpose vehicles. The CSRC approval procedures require the filing of a number of documents with the CSRC. The application of this new PRC regulation remains unclear with no consensus currently existing among leading PRC law firms regarding the scope of the applicability of the CSRC approval requirement.

Our PRC counsel, Grandall Law Firm (Shanghai), has advised us that, based on the their understanding of current Chinese laws, regulations and rules, including the M&A Rules and the CSRC procedures announced on September 21, 2006:

•: the CSRC currently has not issued any definitive rule or interpretation requiring offerings like this offering to be subject to this procedure;
•: the M&A Rules do not require us to submit an application to the CSRC for its approval prior to the issuance and sales of our common shares, or the listing and trading of our ADS on the

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NYSE because we are not a special purpose vehicle as defined under the M&A Rules, unless we are clearly required to do so by possible later rules of the CSRC; and

•: it is not aware of any public record indicating that any of the issuers having offshore and onshore corporate structures similar to ours and already listed on an offshore stock exchange has been required by CSRC to procure the approval of CSRC prior to their listings.

See "Risk Factors—Risks related to doing business in China—The approval of the China Securities Regulatory Commission, or the CSRC, may be required in connection with this offering, which may delay or create other uncertainties for this offering."

Regulations on intellectual property rights

China has adopted comprehensive legislation governing intellectual property rights, including copyright, trademark, patents and domain names.

Copyright

The Copyright Law of the PRC was adopted in 1990 and amended in 2001 and 2010. Copyrighted software is protected under the Copyright Law and other regulations. In addition, there is a voluntary registration system administered by the China Copyright Protection Center.

In order to strengthen the protection of the rights and interests of computer software copyright owners, the State Council promulgated the Regulations on the Protection of Computer Software on December 20, 2001, which became effective on January 1, 2002 and amended it in 2011 and 2013, and the State Bureau of Copyright promulgated the Measures on the Registration of Computer Software Copyright on February 20, 2002. For the software copyrights of legal persons or other organizations, the term of protection for the software copyright is 50 years, ending on December 31 of the fiftieth year after the first publication of the software. The software copyright owner may follow registration procedures with the software registration institution authorized by the State Bureau of Copyright and obtain a Registration Certificate of Software Copyright, which is the prima facie proof of the registered copyright ownership. Our PRC subsidiaries have registered the copyrights of 17 computer software in the PRC, and have obtained all Registration Certificates of Software Copyright.

Trademark

Our PRC subsidiaries have registered 85 trademarks in the PRC and 18 trademarks in other countries. Registered trademarks are protected under the Trademark Law adopted on August 23, 1982 (effective on March 1, 1983) and amended on February 22, 1993 (effective on July 1, 1993), October 27, 2001 (effective on December 1, 2001) and August 30, 2013 (effective on May 1, 2014), the Trademark Office of the State Administration of Industry and Commerce (or the Trademark Office) is responsible for the registration and administration of trademarks throughout China and grants a term of ten years to registered trademarks. The Trademark Law has adopted a "first-to-file" principle with respect to trademark registration. Where a trademark for which a registration has been made is identical or similar to another trademark that has already been registered or been subject to a preliminary examination and approval for use on the same kind of or similar commodities or services, the application for registration of such trademark may be rejected. Any person applying for the registration of a trademark shall not prejudice the existing right of others obtained by priority, nor shall any person register in advance a trademark that has already been used by another person and has already gained "sufficient degree of reputation" through that person's use. After receiving an application, the Trademark Office will make a public announcement if the relevant trademark passes the preliminary examination. Within three months after such public announcement, any person may file an opposition against a trademark that has passed a preliminary examination. The Trademark Office's decisions on rejection, opposition or cancellation of an application may be appealed to the Trademark Review and Adjudication Board, whose decision may be further appealed through judicial proceedings.

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If no opposition is filed within three months after the public announcement period or if the opposition has been overruled, the Trademark Office will approve the registration, issue a registration certificate and make an announcement, upon which the trademark is registered and will be effective for a renewable ten-year period, unless otherwise revoked. In the case of a trademark infringement, where the actual loss suffered by the right holder as a result of the infringement, the profits gained by the infringer from the infringement and the royalties of the registered trademark concerned are difficult to determine, the people's court shall render a judgment on awarding damages of up to RMB300.0 million depending on the circumstances of the infringing acts.

Patent

The NPC adopted the Patent Law of the PRC in 1984, and amended it in 1992, 2000 and 2008. The purpose of the Patent Law is to protect and encourage invention, foster applications of invention and promote innovations and the development of science and technology. A patentable invention or utility model must meet three conditions: novelty, inventiveness and practical applicability. Patents cannot be granted for scientific discoveries, rules and methods for intellectual activities, methods used to diagnose or treat diseases, animal and plant breeds or substances obtained by means of nuclear transformation. The Patent Office under the State Council is responsible for receiving, examining and approving patent applications. A patent is valid for a term of 20 years in the case of an invention and a term of ten years in the case of a utility model and design, starting from the application date. A third-party user must obtain consent or a proper license from the patent owner to use the patent except for certain specific circumstances provided by law. Otherwise, the use will constitute an infringement of the patent rights.

Domain name

Our PRC subsidiaries have registered 185 domain names. On November 5, 2004, the Ministry of Industry and Information Technology promulgated the Measures for Administration of Domain Names for the Chinese Internet (or the Domain Name Measures, effective on December 20, 2004). The Domain Name Measures regulate the registration of domain names, such as the first tier domain name "cn". On May 29, 2012, the China Internet Network Information Center, or the CNNIC, issued the Implementing Rules for Domain Name Registration setting forth detailed rules for registration of domain names (effective on the promulgation date). On June 28, 2012, the CNNIC issued the Measures on Domain Name Disputes Resolution (effective on the promulgation date), pursuant to which the CNNIC can authorize a domain name dispute resolution institution to decide disputes.

See "Risk Factors—Risks related to our business and industry—Failure to adequately protect our intellectual property rights could substantially harm our brand, our business and results of operations" for the adverse effect caused by failure to adequately protect our intellectual property rights according to the relevant laws and regulations.

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MANAGEMENT

Directors and executive officers

The following table sets forth information regarding our directors and executive officers as of the date of this prospectus.

Name		Position/Title

Ray Ruiping Zhang	51	Chairman, Chief Executive Officer
Leo Lihong Cai	50	Director, Executive Vice President of Sales and Marketing
JP Gan	42	Director
John Zagula	50	Director
Bin Zhu	37	Director
Gregory Robert Stubblefield	55	Director
William W. Snyder	63	Director
James Jianzhang Liang	44	Director
Qian Miao	49	Director
Colin Chitnim Sung	48	Chief Financial Officer
Chun Xie	35	Chief Information Officer
Hongtao Han	45	Vice President of Operation
Nina Yan Wu	42	Director of Human Resource and Training Department
Jane Fengjuan Zheng	31	Director of Corporate Sales and Business Development

Ray Ruiping Zhang is our founder, chief executive officer and chairman of our board of directors. Mr. Zhang has served as our chief executive officer and our director since our inception. Mr. Zhang has over 20 years of experience in vehicle dispatching and fleet management system integration and implementation. Prior to establishing our company, from September 1990 to April 2002, Mr. Zhang was the co-founder and chief executive officer of Aleph, Inc., which is a leading supplier of vehicle dispatching and scheduling systems in the United States based in Berkeley, California. Mr. Zhang received his bachelor's degree in computer science from Fudan University in 1985, studied in graduate school of computer science from California State University, Sacramento from 1985 to 1987, and received his executive MBA degree from China Europe International Business School in 2005.

Leo Lihong Cai has served as our vice president of sales and marketing since April 2008. Dr. Cai has over 15 years of experience in marketing and IT industry and over six years of experience in car rental and car service industry. Prior to joining us, Dr. Cai served as a market development director of EMC Corporation, a pre-sales director of Hewlett-Packard Company and an enterprise solution and strategic alliances director of Mercury Interactive Corporation. Dr. Cai obtained a bachelor's degree in naval architecture from Shanghai Jiao Tong University in 1988, a master's degree in mechanical engineering from University of Missouri in 1992 and a Ph.D. degree in mechanical engineering from the University of California, Berkeley in 1996.

JP Gan has served as our director since August 2013. Mr. Gan is a managing director and has served as a member of the investment committee of Qiming Venture Partners, a private equity firm affiliated with Qiming Funds, since 2007. From 2005 to 2006, Mr. Gan was the chief financial officer of KongZhong Corporation, a U.S. listed company. Prior to joining KongZhong Corporation, Mr. Gan

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was a director of the Carlyle Group responsible for venture capital investments in the Greater China region from 2000 to 2005. Mr. Gan worked in the investment banking division of Merrill Lynch in Hong Kong from 1999 to 2000 and worked at PricewaterhouseCoopers LLP in the United States from 1994 to 1997. Mr. Gan is also an independent director of Ctrip.com International Limited, Jiayuan.com International Limited and Taomee Holdings Ltd., all of which are U.S.-listed companies, and the director of several private companies. He obtained his MBA degree from the University of Chicago Booth School of Business in 1999 and his bachelor's degree in business administration from the University of Iowa in 1994. He is a Certified Public Accountant in the United States. Mr. Gan was nominated to be our director by Qiming Group pursuant to an investors' right agreement we entered into with our shareholders.

John Zagula has served as our director since April 2008. Mr. Zagula is a managing director of Ignition Capital and Ignition Partners and has been an investment professional with Ignition since May 2000. Mr. Zagula was also a founding managing director of Qiming Ventures. Mr. Zagula serves on the board of directors of several private companies with operations in both the United States and China. Before joining Ignition, Mr. Zagula was the general manager of global campaigns for Microsoft Corporation where he held several positions from January 1992. Prior to that, he held executive positions at American Express and International Data Corporation. Mr. Zagula received his master's degree in law and diplomacy from the Fletcher School jointly administrated by Tuft University and Harvard University in 1988. He was a Fulbright Scholar at the Universität zu Köln in Germany from 1985 to 1986 and received his bachelor's degree from Marquette University in 1985. Mr. Zagula was nominated to be our director by Qiming Group pursuant to an investors' right agreement we entered into with our shareholders.

Bin Zhu has served as our director since September 2010. Mr. Zhu joined the principle investment area division of Goldman Sachs in March 2005 and was named a managing director in 2011. Prior to joining principle investment area, Mr. Zhu worked in the investment banking division of Goldman Sachs for four years. Mr. Zhu currently serves on the board of China Risun Coal Chemicals Group Limited. Mr. Zhu obtained his master's degree of management from Shanghai Jiaotong University in 2001. Mr. Zhu was nominated to be our director by GS Group pursuant to an investors' right agreement we entered into with our shareholders.

Gregory Robert Stubblefield has served as our director since March 2012. Mr. Stubblefield has served as executive vice president and chief strategy officer of Enterprise Holdings since 2009, during which period he led Enterprise Holdings' global business development as well as global sustainability strategy and initiative, including its car-sharing program, its Alamo and National franchise locations and its marketing & communications organization. Mr. Stubblefield joined Enterprise Holdings in 1982. He was named president of Alamo and National franchises in 2007 and president of operations California and Hawaii in 2004. Mr. Stubblefield received his bachelor's degree in social science from University of California, Berkeley in 1982. Mr. Stubblefield was nominated to be our director by Crawford pursuant to an investors' right agreement we entered into with our shareholders.

William W. Snyder has served as our director since October 2013. Mr. Snyder also serves as a director of both Enterprise Holdings and Crawford. He has served as executive vice president of Enterprise Holdings since 2003 and its chief financial officer since 2002, during which period he had overall responsibility for Enterprise Holdings' internal and external reporting, information technology, tax, treasury, retirement plan administration and forecasting. Mr. Snyder joined Enterprise Holdings in 1984 and served various positions including corporate controller, vice president of information technology and senior vice president and chief information officer before 2003. Mr. Snyder received his bachelor's degree of science in business administration in 1972 and his master's degree in science of accountancy in 1974, both from University of Missouri. Mr. Snyder was nominated to be our director by Crawford pursuant to an investors' right agreement we entered into with our shareholders.

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James Jianzhang Liang has served as our director since December 2013. Mr. Liang is one of the co-founders of Ctrip. Mr. Liang is currently the chief executive officer and chairman of the board of directors of Ctrip. Prior to Ctrip, Mr. Liang held a number of positions with Oracle Corporation from 1991 to 1999 in the United States and China, including head of the enterprise resource planning consulting division of Oracle China from 1997 to 1999. Mr. Liang also currently serves as a member of the board of directors of Home Inns & Hotels Management Inc., Jiayuan.com International Ltd. and 51job, Inc. Mr. Liang received his bachelor's degree in computer science from Fudan University in 1989, his master's degree in computer science and from Georgia Institute of Technology in 1991 and his Ph.D. degrees in Economics from Stanford University in 2011. Mr. Liang was nominated to be our director by Ctrip pursuant to an investors' right agreement we entered into with our shareholders.

Qian Miao has served as our director since April 2008. Mr. Miao is the general manager and a director of China Network Co., Ltd. From December 1995 to December 2002, Mr. Miao served as a department manager at Wonders Information Co., Ltd., a listed company in China. From July 1987 to December 1995, Mr. Miao was an IT engineer and project manager at Shanghai Institute of Computer Software. Mr. Miao completed his postgraduate study in software engineering from Fudan University in 1987 and received his bachelor's degree in computer science from Fudan University in 1985.

Colin Chitnim Sung has served as our chief financial officer since April 2013. Mr. Sung is currently a member of the board of directors and chairman of the audit committee of Hollysys Automation Technologies Ltd. (NASDAQ: HOLI) since February 2008. Prior to joining us, Mr. Sung also has served as adviser of NeWorld Education Group, Inc. since August 2012 and served as Chief Financial Officer of NeWorld Education Group since August 2011. Mr. Sung served as the deputy Chief Executive Officer and the Chief Financial Officer of Linktone Ltd. (NASDAQ: LTON), a wireless interactive entertainment service provider in China, from 2008 to 2011. From 2005 to 2008, he was the Chief Financial Officer of Linktone Ltd., where he also served as the acting Chief Executive Officer in 2006 and as its director of board from 2007 to 2008. From 2004 to 2005, Mr. Sung was the Corporate Controller of UTI, United States, Inc., a subsidiary of International Freight Forwarder (NASDAQ: UTIW), and from 2001 to 2004, was a Vice President of finance and Corporate Controller of USF Worldwide, Inc., a subsidiary of US Freightways. From 1997 to 2001, Mr. Sung was Vice President and Corporate Controller for US Operation of Panalpina Welttransport Holding, (PWTN.SW). Mr. Sung received his bachelor's degree in accounting from William Paterson University in 1992 and his MBA degree from American InterContinental University in 2004. Mr. Sung is a Certified Public Accountant and Chartered Global Management Accountant.

Chun Xie has served as our chief information officer since 2006. Prior to joining us, Mr. Xie served as a senior engineer and an IT manager at Surrey Technology Co., Ltd. from August 2002 to February 2006. Mr. Xie also served as a senior engineer at Chinaquest.com from August 2000 to July 2001. Mr. Xie graduated from the advanced software engineering & project management program of National Institute Information Technology, India, and was certified as a PMP (project management professional) by PMI (Project Management Institute, USA) in 2006 and obtained a bachelor's degree from Tongji University in 2000.

Hongtao Han has served as our vice president of operation since 2006. Prior to joining us, Mr. Han served as the finance manager at Shanghai Kailun International Trading Co., Ltd. from January 1997 to January 2006. From July 1989 to January 1997, Mr. Han served as an accounting manager at Shanghai Kailun Paper and Printing Group Co., Ltd. Mr. Han received his bachelor's degree from Shanghai University of Finance and Economics in 1990.

Nina Yan Wu has served as our director of human resource and training department since February 2011. Prior to join us, Ms. Wu served as an operation director at WTM Marketing Services Co., Ltd. from 2008 to 2011. From 2006 to 2008, Ms. Wu served as a human resource director of Shanghai Unisys Technology Company. From 2002 to 2006, Ms. Wu served as a human resource

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manager at Microsoft (China) Co., Ltd. Ms. Wu received her bachelor's degree in Chinese language and literature from Shanghai Normal University in 1994.

Jane Fengjuan Zheng has served as our director of corporate sales and business development since April 2011, and has over eight years of experience in corporate sales and marketing management in the car rental and car service industry. Ms. Zheng received her bachelor's degree in business administration from Wuhan University of Technology and has completed the EMBA program from Antai Business School of Economics and Management, Shanghai Jiaotong University.

Committee of the board of directors

Prior to the completion of this offering, we intend to establish three committees under the board of directors: the audit committee, the compensation committee and the corporate governance and nominating committee. We intend to adopt a charter for each of these committees prior to the completion of this offering. Each committee's members and functions are described below.

Audit committee

Our audit committee will consist of , and . will be the chairman of our audit committee and meets the criteria of an audit committee financial expert as set forth under the applicable rules of the SEC. Our board of directors has determined that each member of the audit committee will be an "independent director" within the meaning of Section 303A of the NYSE Listed Company Manual, or the NYSE Manual, and will meet the criteria for independence set forth in Rule 10A-3 of the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act. Our audit committee will consist solely of independent directors within one year of our initial public filing. The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee will be responsible for, among other things:

•: selecting our independent registered public accounting firm and pre-approving all auditing and non-auditing services permitted to be performed by our independent registered public accounting firm;
•: reviewing the performance of and evaluating the independence of our independent registered public accounting firm;
•: reviewing with our independent registered public accounting firm any audit issues or difficulties and management's response;
•: reviewing and discussing the audited financial statements and interim financial statements (if any) with management and our independent registered public accounting firm;
•: reviewing major issues as to the adequacy and effectiveness of our internal controls and any special audit steps adopted in light of significant control deficiencies;
•: reviewing with the chief executive officer, chief financial officer and our independent registered public accounting firms any significant deficiencies and material weakness in the design or operation of internal control over financial reporting and any fraud, if any, that involves management or other significant employees;
•: reviewing and approving all proposed related-party transactions;
•: discussing guidelines and policies governing the process of risk assessment and management;
•: meeting with the general counsel and outside counsel to review legal and regulatory matters; and

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•: such other matters that are specifically delegated to our audit committee by our board of directors from time to time.

Compensation committee

Our compensation committee will consist of , and . will be the chairman of our compensation committee. Our board of directors has determined that each member of our compensation committee will be an "independent director" within the meaning of Section 303A of the NYSE Manual. Our compensation committee assists the board in reviewing and approving the compensation structure of our directors and executive officers, including all forms of compensation to be provided to our directors and executive officers and overseeing other compensation and employee benefit plans and practices, including incentive-compensation and equity-based plans. Members of the compensation committee are not prohibited from direct involvement in determining their own compensation. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee is responsible for, among other things:

•: reviewing and approving corporate goals and objectives relevant to the compensation of our chief executive officer, evaluating our chief executive officer's performance in light of those goals and objectives, and determining or recommending to the board for its approval our chief executive officer's compensation level based on this evaluation;
•: reviewing and approving or making recommendations to the board for its approval with respect to the compensation level of our other executive officers;
•: reviewing and making recommendations to the board with respect to our compensation policies and the compensation of our directors; and
•: reviewing and making recommendations to the board with respect to all incentive-compensation and equity-based plans.

Our board of directors has adopted a code of business conduct and ethics, which will be applicable to our directors and senior executive and financial officers. Our code of business conduct and ethics has been filed as exhibits to the registration statement that includes in this prospectus.

In addition, our board of directors will adopt a set of corporate governance guidelines. The guidelines will reflect certain guiding principles with respect to the structure of our board of directors, procedures and committees. These guidelines are not intended to change or interpret any law, or our memorandum and articles of association, as amended or restated from time to time.

Corporate governance and nominating committee

Our corporate governance and nominating committee will consist of , and . will be the chairman of our nominating and corporate governance committee. Our board of directors has determined that each member of our nominating and corporate governance committee will be an "independent director" within the meaning of Section 303A of the NYSE Manual. Our nominating and corporate governance committee assists the board in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The corporate governance and nominating committee is responsible for, among other things:

•: identifying and recommending nominees to the board for election or re-election to the board, or for appointment to fill any vacancy on the board;

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•: selecting and recommending to the board the names of directors to serve as members of the audit committee and the compensation committee, as well as of the corporate governance and nominating committee itself;
•: developing and reviewing the corporate governance principles adopted by the board and advising the board with respect to significant developments in the law and practice of corporate governance and our compliance with such laws and practices;
•: evaluating the performance and effectiveness of the board as a whole; and
•: evaluating the performance and effectiveness of the committee itself with the board.

Duties of directors

Under Cayman Islands law, our directors have a fiduciary duty to act honestly, in good faith and with a view to our best interests. Our directors also have a duty to exercise the skills they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of association, as amended and restated from time to time. Our company has the right to seek damages if a duty owed by our directors is breached.

The functions and powers of our board of directors include, among other things:

•: convening shareholders' annual general meetings and reporting its work to shareholders at such meetings;
•: issuing authorized but unissued shares and redeeming or purchasing outstanding shares of our company;
•: declaring dividends and other distributions;
•: appointing officers and determining the term of office of officers;
•: exercising the borrowing powers of our company and mortgaging the property of our company; and
•: approving the transfer of shares of our company, including the registering of such shares in our share register.

Interested transactions

A director may vote in respect of any contract or transaction in which he or she is interested, provided that the nature of the interest of any directors in such contract or transaction is disclosed by him or her at or prior to the board's consideration and vote on such contract or transaction and subject to any separate requirement for Audit Committee approval under applicable law or the rules of the NYSE.

Remuneration and borrowing

The directors may determine remuneration to be paid to the directors. The compensation committee assists the directors in reviewing and approving the compensation structure for the directors. The directors may exercise all the powers of the company to raise or borrow money and to mortgage or charge all or any part of its undertaking, property and assets (present and future) and uncalled capital, and to issue debentures, bonds and other securities whether outright or as security for any debt obligations of our company or of any third party.

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Qualification

There is no shareholding qualification for directors.

Terms of directors and executive officers

Our executive officers are elected by and serve at the discretion of the board of directors. Our directors are not subject to a term of office and hold office until such time as they resign or are removed from office by special resolution passed at a meeting of shareholders. A director will be removed from office automatically if, among other things, the director: (i) becomes bankrupt or makes any arrangement or composition with his creditors; or (ii) dies or becomes of unsound mind.

Employment agreements and indemnification agreements

We have entered into employment agreements with all of our executive officers. Under these agreements, each of our executive officers is employed for a specified time period. We may terminate an executive officer's employment for cause at any time, without prior written notice, or without cause with prior written notice, for certain acts of the employee, including but not limited to willful gross misconduct by the employee in connection with his or her employment, or violation of our internal rules. An executive officer may, with prior written notice, terminate his or her employment at any time without cause.

Each executive officer has agreed to hold, both during and subsequent to the terms of his or her agreement, in confidence and not to use, except as required in the performance of his or her duties in connection with the employment, any of our confidential information, technological secrets, commercial secrets and know-how. Our executive officers have also agreed to disclose to us all inventions, designs and techniques resulted from work performed by them, and to assign us all right, title and interest of such inventions, designs and techniques. Moreover, each of our executive officers has agreed during the term of his or her employment with us and two years thereafter, (i) not to engage in any manner in any business that may compete with our business, or own an interest in, manage, operate, join, control, lend money or render financial or other assistance to or participate in or be connected with, as an officer, employee, partner, stockholder, consultant or otherwise, any person that competes with us; (ii) not to refer or attempt to refer to any third party any business in which we currently engage or will likely engage or participate; and (iii) not to solicit or employ any person with whom we maintain employment or consulting relation, or otherwise direct or cause any person to terminate his employment or consulting relationship with us.

We have also entered into an indemnification agreement with each of our directors and executive officers. Under these agreements, we agree to indemnify our directors and executive officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being a director or officer of our company.

Compensation of directors and executive officers

For the year ended December 31, 2013, we paid an aggregate of approximately RMB6.2 million (US$1.0 million) in cash to our executive officers, and we did not pay any compensation to our non-executive directors. Our PRC subsidiaries are required by law to make contributions equal to certain percentages of each full-time employee's salary for his or her pension insurance, medical insurance, housing fund, unemployment and other statutory benefits.

2010 Performance Incentive Plan

In April 2010, we adopted our 2010 Plan, which was amended and restated in December 2010 and August 2014, to promote the success of the company and to increase shareholder value by providing an

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additional means through the grant of awards to attract, motivate, retain and reward selected employees and other eligible persons. Our board of directors authorized the issuance of up to 6,698,470 common shares upon exercise of awards granted under the 2010 Plan. Our board of directors believes that our company will benefit from the added interest that such persons will have in the welfare of the company as a result of their proprietary interest in the company's success.

The following paragraphs describe the principal terms of our 2010 Plan:

Plan Administration. Our 2010 Plan will be administered by our board of directors or one or more committees appointed by our board of directors or another committee (within its delegated authority). Any such administrator is authorized and empowered to, subject to the express provisions of the 2010 Plan, do all things necessary or desirable in connection with the authorization of awards and the administration of the 2010 Plan.

Types of Awards. The types of awards that may be granted under our 2010 Plan are:

•: Share Options. A share option is the grant of a right to purchase a specified number of common shares during a specified period as determined by the administrator. The maximum term of each option shall be ten years. The per share exercise price for each option granted to any eligible person subject to United States income tax shall be not less than 100% of the fair market value of a common share on the date of grant of the option.
•: Share Appreciation Rights. A share appreciation right, or SAR, is a right to receive a payment, in cash and/or common shares, equal to the excess of the fair market value of a specified number of common shares on the date the SAR is exercised over the "base price" of the award, which base price shall be set forth in the applicable award agreement and, with respect to any eligible person subject to United States income tax, shall be not less than 100% of the fair market value of a common share on the date of grant of the SAR. The maximum term of a SAR shall be ten years.
•: Other Awards. The other types of awards that may be granted under the 2010 Plan include: (i) share bonuses, restricted shares, performance shares, share units, phantom shares, dividend equivalents, or similar rights to purchase or acquire shares, whether at a fixed or variable price or ratio related to the common shares, upon the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions, or any combination thereof; (ii) any similar securities with a value derived from the value of or related to the common shares and/or returns thereon; or (iii) cash awards.

Acceleration of Awards upon Certain Corporate Transactions. Upon the occurrence of any merger, combination, consolidation or other reorganization; any exchange of common shares or other securities of our company; a sale of all or substantially all the business, shares or assets of our company; a dissolution of our company; or any other event in which our company does not survive (or does not survive as a public company in respect of our common shares); or any change in control event defined in any applicable award agreement, the administrator of the 2010 Plan may, in its discretion, provide for the accelerated vesting of any award or awards as and to the extent determined by the administrator in the circumstances.

Amendment and Termination of Plan. No amendment, suspension or termination of the 2010 Plan or amendment of any outstanding award agreement shall, without written consent of the participant, affect in any manner materially adverse to the participant any rights or benefits of the participant or obligations of our company under any award granted under the 2010 Plan prior to the effective date of such change. Unless earlier terminated by our board of directors, the 2010 Plan shall terminate at the close of business on the day before the tenth anniversary of April 1, 2010. After the termination of the 2010 Plan either upon such stated expiration date or its earlier termination by our board of directors,

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no additional awards may be granted under the 2010 Plan, but previously granted awards (and the authority of the administrator with respect thereto, including the authority to amend such awards) shall remain outstanding in accordance with their applicable terms and conditions and the terms and conditions of the 2010 Plan.

2014 Performance Incentive Plan

In October 2014, we adopted our 2014 Plan, which is conditional on and effective upon completion of this offering. The initial aggregate amount of common shares that may be issued under the 2014 Plan is 4,000,000, provided that the shares reserved under the 2014 Plan shall automatically increase on January 1 of each year during the term of the 2014 Plan, commencing on January 1, 2015, by an amount equal to the lesser of (i) one percent (1%) of the total number of common shares issued and outstanding on December 31 of the immediately preceding calendar year, (ii) 1,000,000 common shares or (iii) such number of common shares as may be determined by our board of directors.

The following paragraphs describe the principal terms of our 2014 Plan:

Plan Administration. Our 2014 Plan will be administered by our board of directors or one or more committees appointed by our board of directors or another committee (within its delegated authority). Any such administrator is authorized and empowered to, subject to the express provisions of the 2014 Plan, do all things necessary or desirable in connection with the authorization of awards and the administration of the 2014 Plan.

Eligibility. The plan administrator may select among the following eligible individuals to whom an award may be granted: (i) our officers or employees, (ii) our directors; or (iii) consultants or advisers, who render bona fide services to us (except in connection with the offer or sale of securities in a capital-raising transaction or which directly or indirectly promote or maintain a market for our securities).

Award agreements. Each award under the 2014 Plan shall be evidenced by an award agreement or an electronic notice of award grant.

Types of Awards. The types of awards that may be granted under our 2014 Plan are:

•: Share Options. A share option is the grant of a right to purchase a specified number of common shares during a specified period as determined by the administrator. The maximum term of each option shall be ten years. The per share exercise price for each option granted to any eligible person subject to United States income tax shall be not less than the fair market value of a common share on the date of grant of the option.
•: Share Appreciation Rights. A share appreciation right, or SAR, is a right to receive a payment, in cash and/or common shares, equal to the excess of the fair market value of a specified number of common shares on the date the SAR is exercised over the "base price" of the award, which base price shall be determined by the administrator and set forth in the applicable award agreement. The maximum term of a SAR shall be ten years.
•: Other Awards. The other types of awards that may be granted under the 2014 Plan include: (a) share bonuses, restricted shares, performance shares, share units, phantom shares, dividend equivalents, or similar rights to purchase or acquire shares, whether at a fixed or variable price or ratio related to the common shares, upon the passage of time, the occurrence of one or more events, or the satisfaction of performance criteria or other conditions, or any combination thereof; (b) any similar securities with a value derived from the value of or related to the common shares and/or returns thereon; or (c) cash awards.

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Vesting Schedule. In general, the plan administrator determines the vesting schedule, which is set forth in the award agreement.

Acceleration of Awards upon Certain Corporate Transactions. Upon the occurrence of any merger, combination, consolidation or other reorganization; any exchange of common shares or other securities of our company; a sale of all or substantially all the business, shares or assets of our company; a dissolution of our company; or any other event in which our company does not survive (or does not survive as a public company in respect of our common shares); or any change in control event defined in any applicable award agreement, the administrator of the 2014 Plan may, in its discretion, provide for the accelerated vesting of any award or awards as and to the extent determined by the administrator in the circumstances.

Transfer Restrictions. Awards may not be transferred in any manner by the recipient other than by will or the laws of descent and distribution, except as otherwise provided by the plan administrator.

Amendment and Termination of Plan. No amendment, suspension or termination of the 2014 Plan or amendment of any outstanding award agreement shall, without written consent of the participant, affect in any manner materially adverse to the participant any rights or benefits of the participant or obligations of our company under any award granted under the 2014 Plan prior to the effective date of such change. Unless earlier terminated by our board of directors, the 2014 Plan shall terminate at the close of business on the day before the tenth anniversary of the effective date. After the termination of the 2014 Plan either upon such stated expiration date or its earlier termination by our board of directors, no additional awards may be granted under the 2014 Plan, but previously granted awards (and the authority of the administrator with respect thereto, including the authority to amend such awards) shall remain outstanding in accordance with their applicable terms and conditions and the terms and conditions of the 2014 Plan.

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As of the date of this prospectus, outstanding options and restricted shares that we have granted to our directors, executive officers and other individuals are as follows:

Name	Number of Common Shares Underlying Outstanding Options/ Restricted Shares

Ray Ruiping Zhang	1,131,650		2.20		August 31, 2010		August 30, 2015
	1,673,000		3.11		December 31, 2010		December 30, 2015
	150,000	⁽¹⁾	nil		August 26, 2014		August 25, 2019
Leo Lihong Cai	*		2.20		April 5, 2011		April 4, 2016
	*		7.00		August 26, 2014		August 25, 2019
	*	⁽¹⁾	nil		August 26, 2014		August 25, 2019
Qian Miao	*		2.20		August 31, 2010		August 30, 2015
Colin Chitnim Sung	*		3.11		April 1, 2013		March 31, 2018
	*		7.00		August 26, 2014		August 25, 2019
	*	⁽¹⁾	nil		August 26, 2014		August 25, 2019
Chun Xie	*		2.20		August 31, 2010		August 30, 2015
	*		7.00		August 26, 2014		August 25, 2019
Hongtao Han	*		2.20		August 31, 2010		August 30, 2015
	*		7.00		August 26, 2014		August 25, 2019
Nina Yan Wu	*		2.20		April 5, 2011		April 4, 2016
	*		7.00		August 26, 2014		August 25, 2019
Jane Fengjuan Zheng	*		2.20		August 31, 2010		August 30, 2015
	*		7.00		August 26, 2014		August 25, 2019
Other individuals as a group	*		(3	)	(3	)	(3	)


Total	5,593,150	⁽²⁾

*: The aggregate beneficial ownership of our company held by the grantee is less than 1% of our total outstanding common shares.
(1): Represents restricted shares. As of the date of this prospectus, all restricted shares have been issued, including unvested restricted shares.
(2): Includes options and restricted shares. As of the date of this prospectus, all restricted shares have been issued, including unvested restricted shares.
(3): We granted share options to other individuals on the following dates and at the following exercise prices: (1) on August 31, 2010 with an exercise price of US$2.20 per share, which will expire on August 30, 2015; (2) on April 5, 2011 with an exercise price of US$2.20, which will expire on April 4, 2016; (3) on June 10, 2011 with an exercise price of US$2.20 or US$3.11, which will expire on June 9, 2016; (4) on June 24, 2011 with an exercise price of US$2.20 or US$3.11, which will expire on June 23, 2016; and (5) on August 26, 2014 with an exercise price of US$7.00, which will expire on August 25, 2019.

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PRINCIPAL [AND SELLING] SHAREHOLDERS

The following table sets forth information with respect to the beneficial ownership of our common shares, as of the date of this prospectus, by:

•: each of our directors and executive officers;
•: each person known to us to own beneficially more than 5% of our common shares; and
•: [each selling shareholder.]

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days of the dates of this prospectus, including through the exercise of any option, warrant or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person.

Immediately prior to the completion of this offering, our common shares will be divided into Class A common shares and Class B common shares. The calculations in the table below are based on 84,545,911 common shares outstanding on an as-converted basis as of the date of this prospectus, and common shares outstanding immediately after the completion of this offering, including, as the case may be, (i) Class A common shares to be sold by us in this offering in the form of ADSs, (ii) Class A common shares to be sold by us in the concurrent private placement, and (iii) Class B common shares re-designated and/or converted from all common shares and preferred shares held by our existing shareholders and outstanding as of the date of this prospectus, and all of the common shares to be issued pursuant to our 2010 Plan or upon the exercise of options and warrants granted to our existing shareholders and outstanding as of the date of this prospectus, assuming that the underwriters do not exercise their option to purchase additional ADSs.

									Common Shares Beneficially Owned After This Offering ⁽¹⁾

	Common Shares Beneficially Owned Prior to This Offering
							Common Shares being sold in This Offering
											Total Common Shares on an As-converted Basis ⁽²⁾
									Class A Common Shares ⁽²⁾	Class B Common Shares ⁽²⁾		% of Aggregate Voting Power ⁽⁴⁾
	Number ⁽²⁾			% ⁽³⁾			Number ⁽²⁾	% ⁽³⁾	Class A Common Shares ⁽²⁾	Class B Common Shares ⁽²⁾		% of Aggregate Voting Power ⁽⁴⁾
Directors and Executive Officers:
Ray Ruiping Zhang ⁽⁵⁾		8,405,970			9.7
Leo Lihong Cai ⁽⁸⁾			*			*
JP Gan ⁽⁶⁾		10,057,184			11.9
John Zagula ⁽⁷⁾		7,669,867			9.1
Bin Zhu		—			—
Gregory Robert Stubblefield		—			—
William W. Snyder		—			—
James Jianzhang Liang		—			—
Qian Miao ⁽⁸⁾			*			*
Colin Chitnim Sung ⁽⁸⁾			*			*
Chun Xie ⁽⁸⁾			*			*
Hongtao Han ⁽⁸⁾			*			*
Nina Yan Wu ⁽⁸⁾			*			*
Jane Fengjuan Zheng ⁽⁸⁾			*			*
All Directors and Executive Officers as a group ⁽⁸⁾		27,030,221			30.8
Principal [and Selling] Shareholders:
Ctrip ⁽⁹⁾		19,468,193			23.0
Crawford ⁽¹⁰⁾		18,694,003			21.7
CDH ⁽¹¹⁾		10,874,211			12.9
Qiming Group ⁽¹²⁾		10,057,184			11.9
GS Group ⁽¹³⁾		9,081,665			10.7
Ray Ruiping Zhang ⁽⁵⁾		8,405,970			9.7
Ignition Group ⁽¹⁴⁾		7,669,867			9.1

*: The person beneficially owns less than 1% of our outstanding shares.

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(1): Assumes that the underwriters do not exercise the option to purchase additional ADSs.
(2): Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities.
(3): For each person and group included in this column, percentage ownership is calculated by dividing the number of shares beneficially owned by such person or group by the sum of the total number of shares outstanding, which is 84,545,911 common shares on an as-converted basis as of the date of this prospectus, and the number of shares such person or group has the right to acquire upon exercise of option, warrant or other right within 60 days after the date of this prospectus.
(4): For each person and group included in this column, percentage of voting power is calculated by dividing the voting power beneficially owned by such person or group by the voting power of all of our Class A and Class B common shares as a single class. Each holder of Class A common shares is entitled to one vote per share and each holder of our Class B common shares is entitled to ten votes per share on all matters submitted to them for a vote. Our Class B common shares are convertible at any time by the holder thereof into Class A common shares on a one-for-one basis.
(5): Represents 6,019,570 common shares held by Mr. Zhang (including 150,000 issued but not fully vested restricted shares pursuant to the 2010 Plan) and 2,386,400 common shares issuable upon the exercise of 2,386,400 options within 60 days from the date of this prospectus. Such common shares will be re-designated as Class B common shares immediately prior to the completion of this offering. The business address of Mr. Zhang is Unit 12/F, Building No.5, Guosheng Center, 388 Daduhe Road, Shanghai, 200062, PRC.
(6): Represents (i) 9,897,809 common shares issuable upon the conversion of 277,633 Class A preferred shares, 4,250,000 Series A preferred shares, 3,036,300 Series B preferred shares and 2,333,876 Series C preferred shares; and (ii) 159,375 common shares issuable upon the exercise of 159,375 options within 60 days from the date of this prospectus, held by Qiming Venture Partners II, L.P., Qiming Venture Partners II C, L.P. and Qiming Managing Directors Fund II, L.P. Such common shares will be re-designated as Class B common shares immediately prior to the completion of this offering. We refer to these entities collectively as Qiming Group. The general partner of Qiming Venture Partners II, L.P. and Qiming Venture Partners II C, L.P. is Qiming GP II, L.P., a Cayman Islands exempted limited partnership, whose general partner is Qiming Corporate GP II, Ltd., a Cayman Islands limited company which is also the general partner of Qiming Managing Directors Fund II, L.P. The voting and investment power of shares held by Qiming Group is exercised by the investment committee of Qiming Corporate GP II, Ltd., which consists of Duane Kuang, Gary Rieschel, JP Gan and Robert Headley. Each of Mr. Kuang, Mr. Rieschel, Mr. Gan and Mr. Headley disclaims beneficial ownership of the shares owned by Qiming Group except to the extent of their pecuniary interests therein. The business address of Mr. JP Gan is Unit 3901, Jin Mao Tower, No.88 Century Boulevard, Shanghai China.
(7): Represents (i) 7,641,742 common shares issuable upon the conversion of 2,776,349 Class A preferred shares, 750,000 Series A preferred shares, 1,058,006 Series B preferred shares, 1,189,635 Series C preferred shares and 1,867,752 Series E preferred shares; and (ii) 28,125 common shares issuable upon the exercise of 28,125 options within 60 days from the date of this prospectus, held by Ignition Growth Capital I, L.P., and Ignition Growth Capital Managing Directors Fund I, LLC, two U.S. limited partnerships. Such common shares will be re-designated as Class B common shares immediately prior to the completion of this offering. Ignition Growth Capital I, L.P.'s general partner is Ignition Growth GP, L.L.C, a Delaware limited liability company. The voting and investment power of shares held by Ignition Growth Capital I, L.P. is exercised by the board of managing directors of Ignition Growth GP, LLC, which consists of Jon Anderson, Rich Tong and John Zagula. Each of Mr. Anderson, Mr. Tong and Mr. Zagula disclaims beneficial ownership of the shares owned by Ignition Growth Capital I, L.P. except to the extent of their pecuniary interests therein. Ignition Growth Capital Managing Directors Fund I, LLC is controlled by a board of managing directors comprised of Jon Anderson, Rich Tong and John Zagula. Each of Mr. Jon Anderson, Mr. Rich Tong and Mr. Zagula disclaims beneficial ownership of the shares owned by Growth Capital Managing Directors Fund I, LLC except to the extent of their pecuniary interest therein. The business address of Mr. Zagula is 2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808.
(8): Certain directors and executive officers have been granted options and restricted shares pursuant to our 2010 Plan. See "Management—2010 Performance Incentive Plan". All restricted shares issued and all common shares issuable upon exercise of options pursuant to our 2010 Plan will be re-designated as Class B common shares immediately prior to the completion of this offering.
(9): Represents 19,468,193 common shares issuable upon the conversion of 19,468,193 Series E preferred shares held by Ctrip Investment Holding Ltd., a company which is 100% owned by C-Travel International Limited, a company which is 100% owned by Ctrip.com International, Ltd., a company listed on the NASDAQ Global Select Market. Such common shares will be re-designated as Class B common shares immediately prior to the completion of this offering. The registered address of Ctrip is Ugland House, P.O. Box 309, Grand Cayman KY1-1104, Cayman Islands.
(10): Represents (i) 17,194,003 common shares issuable upon the conversion of 5,429,948 Class A preferred shares, 10,000,000 Series D preferred shares and 1,764,055 Series E preferred shares; and (ii) 1,500,000 common shares issuable upon the exercise of 1,500,000 warrants within 60 days from the date of this prospectus, held by Crawford, a Missouri corporation. Such common shares will be re-designated as Class B common shares immediately prior to the completion of

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this offering. The voting and investment power of shares held by Crawford is shared by Andrew C. Taylor, Jo Ann Kindle, Christine B. Taylor and Carolyn Kindle, as voting trustees under the Jack Taylor Family Voting Trust U/A/D 4/14/99. The business address of Crawford and such individuals is 600 Corporate Park Drive, St. Louis, Missouri 63015.

(11): Represents (i) 10,799,211 common shares issuable upon the conversion of 1,388,174 Class A preferred shares, 5,676,202 Series B preferred shares and 3,734,835 Series C preferred shares; and (ii) 75,000 common shares issuable upon the exercise of 75,000 options within 60 days from the date of this prospectus, held by CDH Car Rental Service Limited, or CDH, a British Virgin Islands business company. Such common shares will be re-designated as Class B common shares immediately prior to the completion of this offering. CDH Venture Partners II, L.P., an exempted limited liability partnership incorporated in the Cayman Islands is the sole shareholder of CDH. The general partner of CDH Venture Partners II, L.P. is CDH Venture GP II Company Limited, an exempted limited liability company incorporated in the Cayman Islands. The voting and investment power of shares held by CDH is exercised by the investment committee of CDH Venture GP II Company Limited, which consists of Yan Huang, William Hsu, Wenjiang Chen, Shuge Jiao and Shangzhi Wu. Each of Yan Huang, William Hsu, Wenjiang Chen, Shuge Jiao and Shangzhi Wu disclaims beneficial ownership of the shares held by CDH except to the extent of their pecuniary interests therein. The registered address of CDH is Kingston Chambers, PO Box 173, Road Town, Tortola, British Virgin Islands.
(12): Represents (i) 8,980,719 common shares issuable upon the conversion of 251,910 Class A preferred shares, 3,856,212 Series A preferred shares, 2,754,969 Series B preferred shares and 2,117,628 Series C preferred shares, and 144,608 common shares issuable upon the exercise of 144,608 options within 60 days from the date of this prospectus, held by Qiming Venture Partners II, L.P.; (ii) 786,401 common shares issuable upon the conversion of 22,058 Class A preferred shares, 337,671 Series A preferred shares, 241,241 Series B preferred shares and 185,431 Series C preferred shares, and 12,663 common shares issuable upon the exercise of 12,663 options within 60 days from the date of this prospectus, held by Qiming Venture Partners II-C, L.P.; and (iii) 130,689 common shares issuable upon the conversion of 3,665 Class A preferred shares, 56,117 Series A preferred shares, 40,090 Series B preferred shares and 30,817 Series C preferred shares, and 2,105 common shares issuable upon the exercise of 2,105 options within 60 days from the date of this prospectus, held by Qiming Managing Directors Fund II, L.P. Such common shares will be re-designated as Class B common shares immediately prior to the completion of this offering. We refer to Qiming Venture Partners II, L.P., Qiming Venture Partners II-C, L.P. and Qiming Managing Directors Fund II, L.P. collectively as Qiming Group. The general partner of Qiming Venture Partners II, L.P. and Qiming Venture Partners II-C, L.P. is Qiming GP II, L.P., a Cayman Islands exempted limited partnership, whose general partner is Qiming Corporate GP II, Ltd., a Cayman Islands limited company which is also the general partner of Qiming Managing Directors Fund II, L.P. The voting and investment power of shares held by Qiming Group is exercised by the investment committee of Qiming Corporate GP II, Ltd., which consists of Duane Kuang, Gary Rieschel, JP Gan and Robert Headley. Each of Mr. Kuang, Mr. Rieschel, Mr. Gan and Mr. Headley disclaims beneficial ownership of the shares owned by Qiming Group except to the extent of their pecuniary interests therein. The registered address of Qiming Group is M&C Corporate Services Limited, P.O. Box 309GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands.
(13): Represents (i) 7,915,951 common shares issuable upon the conversion of 7,915,951 Series C preferred shares held by GS Car Rental HK Limited; and (ii) 1,165,714 common shares issuable upon the conversion of 1,165,714 Series C preferred shares held by GS Car Rental HK Parallel Limited. Such common shares will be re-designated as Class B common shares immediately prior to the completion of this offering. Both of GS Car Rental HK Limited and GS Car Rental HK Parallel Limited are HK companies. We refer to these entities collectively as GS Group. GS Car Rental HK Limited is wholly owned by GS Car Rental Lux II Sarl, which is indirectly owned by GS Capital Partners VI Fund, L.P., GS Capital Partners VI Offshore Fund, L.P. and GS Capital partners VI GmbH & Co. KG. GS Capital Partners VI Fund, L.P. is a Delaware limited partnership, whose general partner is GSCP VI Advisors, L.L.C., a Delaware limited liability company. GS Capital Partners VI Offshore Fund, L.P. is a Cayman limited partnership, whose general partner is GSCP VI Offshore Advisors—Capital Partners VI Offshore Fund, L.P. GS Capital Partners VI GmbH & Co. KG, is a German limited partnership, whose general partner is Goldman, Sachs Management GP GmbH, a German company. GS Car Rental HK Parallel Limited is wholly owned by GS Car Rental Lux Parallel II Sarl, which is indirectly owned by GS Capital Partners VI Parallel, L.P. GS Capital Partners VI Parallel, L.P. is a Delaware limited partnership, whose general partner is GS Advisors VI, L.L.C., a Delaware limited liability company. The voting and investment power of shares held by GS Group is exercised by the corporate investment committee of the merchant banking division of Goldman, Sachs & Co., which consists of Richard A. Friedman, Joseph H. Gleberman, Henry Cornell, Sanjeev K. Mehra, Muneer A. Satter, Joe DiSabato, Adrian M. Jones, Ben I. Adler, Elizabeth C. Fascitelli, Michael E. Koester, Kenneth A. Pontarelli, Ankur A. Sahu, Andrew E. Wolff, Robert R. Gheewalla, Hughes B. Lepic, Gerald J. Cardinale, Thomas G. Connolly, Martin A Hintze, Sanggyun Ahn, Stephanie Hui, Sumit Rajpal, James Reynolds and Michael Simpson. Each of the corporate investment committee members disclaims beneficial ownership of the shares owned by GS Group except to the extent of their pecuniary interests therein. The registered address of GS Group is Level 28, Three Pacific Place, 1 Queen's Road East, Hong Kong.
(14): Represents (i) 7,562,445 common shares issuable upon the conversion of 2,747,539 Class A preferred shares, 742,217 Series A preferred shares, 1,047,028 Series B preferred shares, 1,177,290 Series C preferred shares and 1,848,371 Series E preferred shares, and 27,833 common shares issuable upon the exercise of 28,125 options within 60 days from the date of

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this prospectus, held by Ignition Growth Capital I, L.P.; and (ii) 79,297 common shares issuable upon the conversion of 28,810 Class A preferred shares, 7,783 Series A preferred shares, 10,978 Series B preferred shares, 12,345 Series C preferred shares and 19,381 Series E preferred shares, and 292 common shares issuable upon the exercise of 292 options within 60 days from the date of this prospectus, held by and Ignition Growth Capital Managing Directors Fund I, LLC. Such common shares will be re-designated as Class B common shares immediately prior to the completion of this offering. Both of Ignition Growth Capital I, L.P. and Ignition Growth Capital Managing Directors Fund I, LLC. are U.S. limited partnerships. We refer to these entities collectively as Ignition Group. Ignition Growth Capital I, L.P.'s general partner is Ignition Growth GP, L.L.C, a Delaware limited liability company. The voting and investment power of shares held by Ignition Growth Capital I, L.P. is exercised by the board of managing directors of Ignition Growth GP, LLC, which consists of Jon Anderson, Rich Tong and John Zagula. Each of Mr. Anderson, Mr. Tong and Mr. Zagula disclaims beneficial ownership of the shares owned by Ignition Growth Capital I, L.P. except to the extent of their pecuniary interests therein. The registered address of Ignition Growth Capital I, L.P. is 3500 South DuPont Highway, City of Dover, County of Kent, Delaware 19901, U.S.A. Ignition Growth Capital Managing Directors Fund I, LLC is controlled by a board of managing directors comprised of Jon Anderson, Rich Tong and John Zagula. The registered address of Ignition Growth Capital Managing Directors Fund I, LLC is located at Corporation Trust Center, 1209 Orange Street, County of New Castle, Wilmington, Delaware 19801, U.S.A.

As of the date of this prospectus, a total of 6,319,570 common shares and 24,835,745 preferred shares are held by record holders in the United States, representing approximately 36.9% of our total outstanding shares collectively. Immediately prior to the completion of this offering, our common shares will be divided into Class A common shares and Class B common shares. Holders of Class A common shares are entitled to one vote per share, while holders of Class B common shares are entitled to ten votes per share. Certain matters including those related to the change of control of our company require an additional approval by the holders of a majority of Class A common shares voting as a separate class. The ADSs that we issue in this offering will represent Class A common shares. All of the common shares and preferred shares held by our existing shareholders and outstanding as of the date of this prospectus, and all of the common shares to be issued pursuant to our 2010 Plan or upon the exercise of options and warrants granted to our existing shareholders and outstanding as of the date of this prospectus, will be automatically re-designated and/or converted into Class B common shares on a one-for-one basis immediately prior to the completion of this offering.

Except for the above, we are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company. See "Description of Share Capital—Common shares—History of securities issuances" for a description of issuances of our common shares that have resulted in significant changes in ownership held by our major shareholders.

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RELATED PARTY TRANSACTIONS

Private placements

Share issuance and splits

On March 28, 2012, we issued an aggregate of 10,000,000 Series D preferred shares to Crawford for an aggregate of US$47.5 million, all of which was paid in cash. Crawford is the parent company of Enterprise Holdings, which through its operating subsidiaries owns and operates the "National Car Rental" and "Alamo Rent A Car" brands, as well as its flagship "Enterprise Rent-A-Car" brand in North America. Pursuant to the Series D share purchase agreement, Mr. Ray Ruiping Zhang agreed to hold us and Crawford harmless from and against any penalties imposed on us for our failure to obtain all licenses, permits, registrations and certificates necessary for us to conduct our business.

In December 2013, we further issued an aggregate of 18,554,545 Series E preferred shares for an aggregate consideration of US$102,050,000, all of which was paid in cash. The investors in this tranche of Series E preferred shares included Ignition Group, which purchased 1,454,545 Series E preferred shares for US$8,000,000; and Ctrip Investment Holding Ltd., or Ctrip, which purchased 17,100,000 Series E preferred shares for US$94,050,000. Ctrip is an affiliate of Ctrip.com International, Ltd., a NASDAQ listed company and a leading provider of online travel service in China.

In April 2014, we further issued an aggregate of 4,545,455 Series E preferred share for an aggregate consideration of US$25,000,000, all of which were paid in cash. The investors in this tranche of Series E preferred shares included Ignition Group, which purchased 413,207 Series E preferred shares for US$2,272,639.2; Ctrip, which purchased 2,368,193 Series E preferred shares for US$13,025,061.54; and Crawford, which purchased 1,764,055 Series E preferred shares for US$9,702,299.26.

Issuance of convertible promissory notes

On June 10, 2013, we issued a convertible promissory note in a principal amount of US$21,122,500 to Crawford, which was further amended by an amendment to the convertible promissory note dated July 10, 2013 and a second amendment to the convertible promissory note dated October 9, 2013. On October 9, 2013, the forgoing convertible promissory note were cancelled and converted into 5,429,948 Class A preferred shares. The conversion ratio for Class A preferred shares is the same as other preferred shares, while in the liquidation event the Class A preferred shares are inferior to Series A to Series E preferred shares but superior to the common shares.

Issuance of warrants and options

In connection with our issuance of Series C preferred shares, we granted options for the purchase of up to 377,000 common shares to CDH, JAFCO, New Access, Qiming Group and Ignition Group with five-year vesting schedule at the aggregate purchase price of US$1,172,470.

In connection with our issuance of Series D preferred shares, we issued warrants to Crawford for the purchase of up to 1,500,000 common shares at a per share purchase price of US$5.70 at any time before March 28, 2014, which warrants were forfeited by holders, and up to 1,500,000 common shares at a per share purchase price of US$6.00 at any time before March 28, 2016. On December 11, 2013, we and Crawford entered into amendments to the aforesaid warrants, under which, the exercise price for both warrants were reduced to a per share purchase price of US$5.50.

Conversion

Each of our preferred shares will be automatically converted into one common share immediately prior to the consummation of a public offering of our company's shares wherein gross proceeds to our company are at least US$60 million and the market capitalization of our company is no less than

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US$600 million immediately following the public offering, or the Qualified IPO. We believe that this offering will be a Qualified IPO.

Issuance of convertible bonds

On June 10, 2011, pursuant to a convertible bonds subscription agreement, we issued senior redeemable convertible bonds due 2013 in the aggregate principal amount of US$35,000,000 to a consortium of investors, including Ignition Group, CDH, JAFCO, New Access, Qiming Group, Eastern Wisdom Capital Limited, Longwick Capital Limited and Gem Power International Limited. The convertible bonds bear interest at 8% per annum, and all accrued interest will be waived if a Qualified IPO occurs within three months from the issuance date. The bonds are payable upon the earlier of (i) the second anniversary of their issuance date, or (ii) request by bondholders upon the occurrence of an event of default. The bonds are convertible, in whole or in part, into our common shares at the discretion of the bond holders at any time prior to the date on which all of the convertible bonds have been redeemed or converted. In addition, the convertible bonds will be automatically converted into our common shares immediately prior to the time on which listing and trading of our common shares represented by ADSs commences pursuant to a Qualified IPO. The bonds shall be converted into our common shares at a conversion price of US$4.67 per share if conversion occurs within 12 months of the completion of our issuance of the convertible bonds, subject to any applicable anti-dilution adjustments. If conversion occurs after 12 months but within 24 months of the completion of our issuance of the convertible bonds, subject to any applicable anti-dilution adjustments, the conversion price will be US$3.89 per share.

The aforesaid convertible bonds subscription agreement was subsequently modified and all the bonds shall, at our election, convert into our Class A Preferred Shares at a per share conversion price of US$3.89. On October 9, 2013, all outstanding bonds were converted into 4,997,425 Class A Preferred Shares.

Agreements with Enterprise

Global affiliation agreement

In connection with Crawford's investment in us, in March 2012, we entered into a global affiliation agreement with Enterprise China. Enterprise China is an affiliate of Enterprise Holdings, which is a subsidiary of Crawford and through its operating subsidiaries owns and operates the "National Car Rental" and "Alamo Rent A Car" brands, as well as its flagship "Enterprise Rent-A-Car" brand in North America. Enterprise China and Enterprise Holdings are collectively referred to as Enterprise. This agreement aims to develop an effective global affiliation, enabling Enterprise's customers to access certain of our services in China, and enabling our customers to access certain of Enterprise's vehicle rental services outside of China and where Enterprise or any of its affiliates has vehicle rentals operations.

Under this agreement, we and Enterprise will direct rental referrals to each other and jointly pursue certain sales and marketing and other collaborative opportunities with a view toward enhancing our respective service offerings for the benefit of our and Enterprise's customers. To enable the respective parties to perform their obligations under this agreement, we have granted Enterprise, in certain designated territory as stipulated in the agreement, a royalty-free license with the right to grant sub-licenses to use certain of our trademarks, service marks, trade names, signages, logos, symbols and designs associated with the name "eHi" for the purpose of pursuing business referrals to us, processing such referrals and servicing business referred to Enterprise by us, and Enterprise has granted us, in certain designated territory as stipulated in the agreement, a royalty -free license with the right to grant sublicenses to use certain of its trademarks, service marks, trade names, signages, logos, symbols and designs associated with the names "Enterprise," "Enterprise-Rent-A-Car," "Alamo," "Alamo Rent A Car," "National" and "National Rent A Car" for the purpose of pursuing business for referral to

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Enterprise, processing such referrals and servicing business referred to us by Enterprise. Under this agreement, Enterprise is required to introduce certain of our "eHi" signage and logos at certain major North American gateway airports before September 24, 2012. Similarly, we are required under the agreement to introduce certain of Enterprise's signage and logos (i) at our branch stores in Beijing, Shanghai, Guangzhou and Shenzhen before September 24, 2012, and (ii) upon Enterprise's written request and at Enterprise's cost, at the rest of all our branch stores in China after September 28, 2013. Rental referrals directed to any party shall be accepted and serviced by such party to the extent the referred services are within its operational capacity. In addition, neither we nor Enterprise shall enter into any network, partnership, alliance, affiliation or analogous agreements with any third parties that operate any vehicle rental, or driving services or vehicle sharing operations in each other's territory.

Furthermore, pursuant to the global affiliation agreement, we and Enterprise shall establish a steering committee and three subcommittees, namely, finance subcommittee, IT subcommittee and sales and marketing subcommittee, which consist of senior officers assigned by both parties, to guide future cooperation between Enterprise and us. In particular, we and Enterprise are required to use our reasonable efforts to facilitate and support each other's marketing activities in the relevant territories in any manner determined by the sales and marketing subcommittee. We and Enterprise are required under the agreement to maintain appropriate level of automobile liability insurance and any other compulsory insurance in the relevant territories.

This agreement will terminate upon termination of the non-compete restrictions in accordance with the relevant provisions of the Series D share purchase agreement, except as otherwise agreed by Enterprise and us. For additional information on these non-compete restrictions, see "—Agreements with Enterprise—Non-compete agreement."

Non-compete agreement

Under the Series D share purchase agreement, we agree not to open any new office outside China (which, for the purpose of these provisions, does not include Taiwan), Hong Kong or Macau conducting car rental business without Crawford's consent. Without Crawford's consent, we are also prohibited from conducting certain activities or taking certain actions that may result in competition with Crawford including, but not limited to, (i) providing vehicle rental or driving services outside China, Hong Kong and Macau, (ii) granting the license or permitting the use of the "eHi" brand outside China, Hong Kong and Macau to any other third party, or (iii) becoming an associated person of, taking any economic or ownership interest in or otherwise controlling, providing financing to, having any profit-sharing arrangements with, entering into any network, partnership, alliance, affiliation or similar agreements with any vehicle rental, driving service or car-sharing or similar service provider that has operations outside China, Hong Kong and Macau.

Crawford and its affiliates are subject to similar non-compete obligations in China.

The above non-compete obligations will terminate upon the occurrence of either (i) the equity interest held by Crawford in us becoming less than 5% of our total outstanding share capital on a fully-diluted basis, or (ii) Crawford no longer having any representative, either a director or an observer, on our board of directors.

Agreements with Ctrip

Under the Additional Series E share purchase agreement, we agreed that, upon our written request in connection with a proposed initial public offering, Ctrip shall be obligated to subscribe for our common shares (i) in an exempt private placement or (ii) in an exempt Regulations S offering. Each of Ctrip and us agrees that the purchase price of the common shares in connection with such investment shall be the IPO price. Such subscription shall be consummated concurrently with the closing of IPO.

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Other agreements with shareholders

Standstill

Under the Series E share purchase agreement, each of Ignition Group and Ctrip agrees that they will not transfer, sell, assign, pledge, hypothecate, or otherwise encumber or dispose of more than 50% of the Series E preferred shares purchased by each of them on December 11, 2013, together with any common shares issued upon conversion thereof, as adjusted and on a fully diluted basis within one year after December 11, 2013, except for the sale of any such shares to us or any holder of preferred shares that complies with all applicable provisions in the investors' rights agreement and our memorandum and articles of association. Under the Additional Series E share purchase agreement, each of Ignition Group, Ctrip and Crawford agrees to comply with the same standstill obligations in connection with the Series E preferred shares purchased by each of them on April 16, 2014 within one year after April 16, 2014.

Registration rights

Pursuant to the investors' rights agreement, holders of our preferred shares are also entitled to certain registration rights, including demand registration, Form F-3 registration and piggyback registration rights. See "Description of Share Capital—Common shares—Registration rights."

Lock-up commitment

Pursuant to the investors' rights agreement, within one year from the completion of this offering, none of the holders of our preferred shares may transfer, sell, assign, pledge, hypothecate, or otherwise encumber or dispose of in any way, to any third party that is not an affiliate of such person, more than 50% of our shares that such person holds immediately after the completion of this offering, with certain limited exceptions relating to GS Group including allowing GS Group to enter into hedging arrangements and allowing Goldman, Sachs & Co. and any of its affiliates to engage in certain activities in their ordinary course of business.

Restriction on share transfers

Pursuant to the investors' rights agreement, unless otherwise permitted under this agreement or approved in writing by Ctrip, Crawford, GS Group, Qiming Group and CDH, neither Mr. Ray Ruiping Zhang nor Prime Gift Group Limited, or Prime Gift, shall transfer, sell, assign, pledge, hypothecate, or otherwise encumber or dispose of all or any part of any direct or indirect interest in our equity securities now or hereafter owned or held by such person, provided that after the completion of this offering, each of them may in each calendar year dispose of up to 5% of our equity securities held by such shareholder at the beginning of such calendar year.

Pursuant to the investors' rights agreement, unless approved in writing by Crawford, no holder of Class A and Series A, B, C or E preferred shares may transfer any of our equity securities in a private sale to (i) any company global competitor (as defined below) at any time after December 11, 2013, (ii) any company non-global competitor (as defined below) before September 28, 2013, or (iii) any company non-global competitor at any time after September 28, 2013 unless as a result of such sale and related purchases, the purchaser will acquire at least 51% of our total outstanding share capital (including without limitation, pursuant to a change of control event). In the event of such sale to a company non-global competitor, such company non-global competitor must agree, as a condition of such sale, to assume our obligations (or obligations of other applicable member of our company group) under (i) the global affiliation agreement pursuant to a written agreement reasonably acceptable to Crawford, and (ii) certain non-compete provisions under the Series D preferred share purchase agreement, unless Crawford otherwise agrees in its sole discretion.

A "company competitor" means any person or affiliate thereof that directly or indirectly provides car rental services. A "company global competitor" means (i) any of the named company competitors

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in the investors' rights agreement, each of which has a large and global car rental business, their affiliates and their successors-in-interest, (ii) any person (and affiliates of such person) that directly or indirectly provides car rental services comparable to any of the entities listed in clause (i) in terms of revenues, fleet size, number of locations or geographic coverage, or (iii) certain persons who have at least 10% direct or indirect ownership interest in a person described in clause (i) or (ii). Certain persons from those described in clause (iii) that are not U.S. public companies are referred to as "private competitor investors." A "company non-global competitor" is any company competitor other than a company global competitor.

Right of first refusal

Pursuant to the investors' rights agreement, subject to the restrictions on share transfers described above, if any combination of holders of Class A and Series A, B, C and/or E preferred shares (i) at any time after September 28, 2013 receive a written bona fide firm offer from any company non-global competitor who will as a result of the proposed sale acquire, at a consideration payable in cash, more than 51% of our total outstanding share capital on a fully-diluted basis, and such transferor(s) intend(s) to sell such equity securities to such company non-global competitor in a private sale, or (ii) intend to sell our equity securities to a private competitor investor, such transferor(s) shall give us and all other shareholders (including Crawford as long as the Crawford Conditions are met, Ctrip as long as Ctrip holds no less than 4.5% of our company's then total outstanding share capital on a fully-diluted basis, and holders of preferred shares) notice that includes certain material terms of the proposed transfer of the equity securities. As long as the Crawford Conditions are met and Ctrip holds no less than 4.5% of our company's then total outstanding share capital on a fully-diluted basis, each of Crawford and Ctrip has the right to elect to purchase all (but not less than all) of the offered shares at the same price and on the same material terms and conditions within ten days following receipt of the notice, provided that if both Ctrip and Crawford choose to exercise their options, they shall each receive a pro rata share of the offered shares in proportion to the number of registrable securities they each hold in our company.

For any such proposed transfer prior to a the completion of this offering and to the extent Crawford or Ctrip fails to exercise the right described above, each non-selling shareholder may elect to purchase all or any portion of its respective pro rata share of the offered shares at the same price and on the same material terms and conditions. If any non-selling shareholder fails to exercise its right to purchase its full pro rata share of the offered shares, the transferor(s) shall, within five days after expiration of the option period, deliver a written notice to us and each non-selling shareholder that elected to purchase its entire pro rata share of the offered shares, who shall have a right of re-allotment and may exercise additional right to purchase such unpurchased offered shares.

Notwithstanding the above, if the total number of the offered shares that Crawford, Ctrip and the non-selling shareholders indicate an interest in purchasing in the relevant periods is less than the total number of offered shares, then Crawford, Ctrip and the non-selling shareholders shall be deemed to forfeit any right to purchase the offered shares, and the transferor(s) may sell all, but not less than all, of the offered shares to the third party purchaser upon terms and conditions (including the purchase price) no more favorable to such third party purchaser than those stipulated in the transfer notice, provided that such sale shall be consummated within 90 days after our receipt of the transfer notice.

If any common shareholder or preferred shareholder intends to sell any equity securities of our company to the Ctrip competitors, or the Ctrip Transferor, such Ctrip Transferor shall give Ctrip, as long as Ctrip holds no less than 4.5% of our company's then total outstanding share capital on a fully-diluted basis, notice that includes certain material terms of the proposed transfer of the equity securities. As long as Ctrip holds no less than 4.5% of our company's then total outstanding share capital on a fully-diluted basis, Ctrip has the right to elect to purchase all (but not less than all) of the offered shares at the same price and on the same material terms and conditions within ten days following receipt of the notice. If the total number of the equity securities that Ctrip indicates an

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interest in purchasing is less than the total number of equity securities offered to sell by such common shareholder or preferred shareholder, then Ctrip shall be deemed to have forfeited any right to purchase all of such equity securities.

If the transferor(s) do not consummate the transfer of the offered shares within 90 days from the expiration of the non-selling investors' right of first refusal described above, such right of first refusal will continue to be applicable to any subsequent disposition of such offered shares by the transferor(s) until such right lapses in accordance with the terms of the investors' rights agreement.

Right of first offer of Ctrip and Crawford

Pursuant to the investors' rights agreement, if any holder of Class A and Series A, B, C or E preferred shares, or a transferring investor, proposes to sell or otherwise transfer any of our equity securities to any third party in a private sale other than (i) an affiliate of such transferring investor or (ii) a company competitor, the transferring investor shall give a written notice, or the first offer notice, to us, Ctrip (as long as Ctrip holds no less than 4.5% of our then total outstanding share capital on a fully-diluted basis) and Crawford (as long as the Crawford Conditions are met) on the proposed transfer and all material terms and conditions in connection with such proposed transfer, including the number of shares offered and the offer price per share.

As long as (i) the Crawford Conditions are met or (ii) Ctrip holds no less than 4.5% of our then total outstanding share capital on a fully-diluted basis, Crawford or Ctrip may, within ten days after receiving the first offer notice, elect to purchase all the offered shares, provided that if the sum of the aforesaid equity securities Ctrip and Crawford wish to purchase exceeds the total number of such equity securities, Ctrip and Crawford shall each be assigned a pro rata share of such equity securities for purchase. If either Crawford or Ctrip fails to exercise the right under the above offer, or the first offer, for a specified period, or the solicitation period, the transferring investor shall have the right to solicit an offer from any third party to purchase all the offered shares, subject to certain provisions in the investors' rights agreement.

If the best bona fide offer the transferring investor receives from one or more third parties during the solicitation period, or the best third party offer, is no less favorable to the transferring investor than the first offer, the transferring investor may proceed with the sale to the third party, subject to certain restrictions (if applicable). If the best third party offer is less favorable to the transferring investor than the first offer and the transferring investor intends to accept such best third party offer, the transferring investor shall deliver to Crawford and Ctrip a written notice, or the second offer notice, that includes certain material terms and conditions of the best third party offer.

As long as (i) the Crawford Conditions are met, Crawford may, or (ii) Ctrip holds no less than 4.5% of our then total outstanding share capital on a fully-diluted basis, Ctrip may, within ten days after receiving the second offer notice, or the second offer period, exercise its right to purchase all the shares subject to the second offer notice. If either Crawford or Ctrip fails to exercise this right, the transferring investor may either (i) withdraw its intention to sell the shares, or (ii) sell all the offered shares to any third party within a specified period, subject to certain restrictions (if applicable).

Transfer in a block trade

Pursuant to the investors' rights agreement, if a transferring investor intends to transfer all or any of our equity securities through an investment bank or other financial intermediary via a block trade after this offering, the transferring investor shall (i) use its best efforts to require such investment bank or other financial intermediary to agree to abide by the restrictions set forth in the paragraphs above on sales to company competitors, and (ii) notify us of such intention.

We shall promptly forward such notice to all other shareholders, including Crawford (as long as the Crawford Conditions are met) and Ctrip (as long as Ctrip holds no less than 4.5% of the Company's then total outstanding share capital on a fully-diluted basis). The transferring investor shall

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invite Crawford and Ctrip to bid in such block trade. To the extent Crawford or Ctrip proposes to acquire at the highest price among the bidders any of the equity securities offered, the transferring investor shall sell to Crawford, Ctrip and other bidders who offer the same price as the price offered by Crawford or Ctrip, if any, on a pro rata basis in proportion of the amount of the equity securities proposed to be acquired by Crawford, Ctrip and such other bidders.

Sale in a registered offering

Pursuant to the investors' rights agreement, if a transferring investor intends to transfer all or any of our equity securities through a registered offering by exercising its registration rights under the investors' rights agreement after this offering, (i) the transferring investor or we, whoever engages the underwriter, shall use the best efforts to require the underwriter to agree to abide by the restrictions described above on sales to company competitors, and (ii) notify us of such intention.

We shall promptly forward such notice to all other shareholders, including Crawford (as long as the Crawford Conditions are met). If requested by either Ctrip or Crawford in writing within ten days following the delivery of the above notice, the transferring investor shall sell, and in case of a firm-commitment underwritten offering, the transferring investor or we, whoever engages the underwriter, shall use the best efforts to procure its underwriter(s) and/or bookrunner(s) to sell, to Ctrip and Crawford (as long as the Crawford Conditions are met), at the same price and pursuant to the same terms and conditions of such registered offering, certain amount of the equity securities to be sold in the registered offering. This amount shall be no less than the lesser of (i) the amount offered by each of Ctrip and Crawford to buy, and (ii) the total number of equity securities to be sold by the transferring investor in the registered offering multiplied by a fraction, the numerator of which shall be the number of equity securities owned by each of Ctrip and Crawford immediately prior to the registered offering and the denominator of which shall be our total outstanding share capital, each on a fully-diluted basis.

Limitation of preferred shareholders' rights

Pursuant to the investors' rights agreement, holders of our preferred shares are not entitled to exercise any right of first refusal, or right of first offer described above if such preferred shareholders, together with their affiliates, hold more than 30% of our outstanding share capital on a fully-diluted basis.

Employment agreements

See "Management—Employment agreements."

Share options

See "Management—2010 Performance Incentive Plan."

Guarantees provided by Mr. Ray Ruiping Zhang

In January and February 2014, Mr. Ray Ruiping Zhang provided guarantees of up to RMB50.0 million for six short-term bank borrowings of our company.

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DESCRIPTION OF SHARE CAPITAL

We are a Cayman Islands exempted company with limited liability, and our affairs are governed by our memorandum and articles of association, as amended and restated from time to time, and the Companies Law (2013 Revision) of the Cayman Islands, or the Companies Law, and the common law of the Cayman Islands.

As of the date of this prospectus, our authorized share capital is US$500,000 divided into 420,628,011 common shares, with a par value of US$0.001 each, 10,427,373 Class A preferred shares, with a par value of US$0.001 each, 5,000,000 Series A preferred shares, with a par value of US$0.001 each, 12,123,314 Series B preferred shares, with a par value of US$0.001 each, 18,721,302 Series C preferred shares, with a par value of US$0.001 each, 10,000,000 Series D preferred shares, with a par value of US$0.001 each, and 23,100,000 Series E preferred shares, with a par value of US$0.001 each. As of the same date, there are 6,546,842 common shares issued and outstanding (including 450,000 issued but not fully vested restricted shares pursuant to the 2010 Plan), 10,427,373 Class A preferred shares issued and outstanding, 5,000,000 Series A preferred shares, 12,123,314 Series B preferred shares, 17,348,382 Series C preferred shares,10,000,000 Series D preferred shares and 23,100,000 Series E preferred shares issued and outstanding. Immediately prior to the completion of this offering, our common shares will be divided into Class A common shares and Class B common shares. We will issue Class A common shares represented by our ADSs in this offering and in the concurrent private placement. All of the common shares and preferred shares held by our existing shareholders and outstanding as of the date of this prospectus, and all of the common shares to be issued pursuant to our 2010 Plan or upon the exercise of options and warrants granted to our existing shareholders and outstanding as of the date of this prospectus, will be automatically re-designated and/or converted into Class B common shares on a one-for-one basis immediately prior to the completion of this offering, and no preferred shares will be issued and outstanding upon completion of this offering.

Our ninth amended and restated memorandum and articles of association will become effective upon completion of this offering. The following are summaries of material provisions of our ninth amended and restated memorandum and articles of association and the Companies Law insofar as they relate to the material terms of our common shares. As this is only a summary of the aforesaid material terms, you should read the form of our ninth amended and restated memorandum and articles of association, which will be filed as exhibits to the registration statement of which this prospectus is a part.

The following discussion primarily concerns common shares and the rights of holders of common shares. The holders of ADSs will not be treated as our shareholders and will be required to surrender their ADSs for cancellation and withdrawal from the depositary facility in which the Class A common shares are held in order to exercise shareholders' rights in respect of the Class A common shares. The depositary will agree, so far as it is practical, to vote or cause to be voted the amount of Class A common shares represented by ADSs in accordance with the non-discretionary written instructions of the holders of such ADSs. See "Description of the American Depositary Shares."

Common shares

General

All of our issued and outstanding common shares are fully paid and non-assessable. Our common shares are issued in registered form, and are issued when registered in our register of members. Certificates representing the common shares are issued in registered form, which means they are non-negotiable. Our shareholders who are non-residents of the Cayman Islands may freely hold and transfer their common shares.

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Dividends

The holders of our common shares are entitled to such dividends as may be declared by our board of directors (provided always that dividends may be declared and paid only out of funds legally available therefor, namely out of either profits or our share premium account, and provided further that a dividend may not be paid if this would result in our company being unable to pay its debt as they fall due in the ordinary course of business).

Classes of Common Shares

Immediately prior to the completion of this offering, our common shares will be divided into Class A common shares and Class B common shares. Holders of our Class A common shares and Class B common shares will have the same rights except for voting and conversion rights.

Conversion

Each Class B common share is convertible into one Class A common share at any time by the holder thereof. In addition, (i) if at any time the total number of the issued and outstanding Class B common shares is less than 5% of the total number of the issued and outstanding common shares, each Class B common share shall automatically and immediately be converted into one Class A common share; (ii) if at any time, Mr. Ray Ruiping Zhang, Mr. Leo Lihong Cai or Mr. Colin Chitnim Sung ceases to be an employee, officer or director of our company, each Class B common share held by such person or his affiliate (as defined in our ninth amended and restated memorandum and articles of association) shall be automatically and immediately converted into one Class A common share; and (iii) upon any sale, transfer, assignment or disposition of Class B common shares by a holder thereof to any person or entity which is not an affiliate (as defined in our ninth amended and restated memorandum and articles of association) of such holder, such Class B common shares shall be automatically and immediately converted into an equal number of Class A common shares. Class A common shares are not convertible into Class B common shares under any circumstances.

Voting rights

Our Class A common shares and Class B common shares vote together as a single class on all matters submitted to a vote of our shareholders, except as may otherwise be required by law or provided for in our ninth amended and restated memorandum and articles of association as described below. In respect of matters requiring shareholders' vote, each Class A common share is entitled to one vote, and each Class B common share is entitled to ten votes. In addition, the following matters are subject to the approval by the holders representing a majority of the aggregate voting power of our company and also by the holders of a majority of total outstanding Class A common shares: (i) a change of control event (as defined in our ninth amended and restated memorandum and articles of association), (ii) issuance of that number of common shares, or of securities convertible into or exercisable for that number of common shares, equal to or in excess of 20% of the number of all common shares outstanding immediately prior to the issuance of such shares or securities on an as-converted basis, if (x) such common shares are sold at a per share price less than the per share book or market value of the common shares or (y) such securities convertible into or exercisable for the common shares have a per share conversion or exercise price which is less than the per share book or market value of the common share; and (iii) issuance of common shares or of securities convertible into or exercisable for common shares to a director, officer or substantial security holder of our company on an individual basis exceeding either 1% of the total outstanding common shares on an as-converted basis or 1% of the aggregate voting power outstanding before such issuance. Voting at any meeting of shareholders is by show of hands unless a poll is demanded. A poll may be demanded by the chairman of our board of directors or by any one or more shareholders present in person or by proxy entitled to vote.

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An ordinary resolution to be passed by the shareholders requires the affirmative vote of a simple majority of the votes attaching to the common shares cast by the shareholders who are present in person or by proxy at a general meeting, while a special resolution requires the affirmative vote of no less than two-thirds of the votes attaching to the common shares cast by the shareholders who are present in person or by proxy at a general meeting. A special resolution will be required for important matters such as a change of name or making changes to our memorandum and articles of association. Both ordinary resolutions and special resolutions may also be passed by a unanimous written resolution signed by all the shareholders of our company, as permitted by the Companies Law and our ninth amended and restated memorandum and articles of association.

Transfer of common shares

Subject to the restrictions set out in our articles of association, as set out below, any of our shareholders may transfer all or any of his or her common shares by an instrument of transfer in the usual or common form or any other form approved by our board of directors.

Our board of directors may, in its absolute discretion, decline to register any transfer of any common share which is not fully paid up or on which we have a lien. Our board of directors may also decline to register any transfer of any common share unless:

•: the instrument of transfer is lodged with us, accompanied by the certificate for the common shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer;
•: the instrument of transfer is in respect of only one class of common shares;
•: the instrument of transfer is properly stamped, if required;
•: in the case of a transfer to joint holders, the number of joint holders to whom the common share is to be transferred does not exceed four; and
•: the common shares transferred are free of any lien in favor of us.

If our directors refuse to register a transfer they shall, within two months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal.

The registration of transfers may, on 14 days' notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and the register closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year.

Liquidation

On a return of capital on winding up or otherwise (other than on conversion, redemption or purchase of common shares), assets available for distribution among the holders of common shares shall be distributed among the holders of the common shares on a pro rata basis. If our assets available for distribution are insufficient to repay all of the paid-up capital, the assets will be distributed so that the losses are borne by our shareholders proportionately. All common shares have the same rights to receive any return of capital and to bear any losses upon any such liquidation event.

Calls on common shares and forfeiture of common shares

Our board of directors may from time to time make calls upon shareholders for any amounts unpaid on their common shares in a notice served to such shareholders at least 14 days prior to the

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specified time of payment. The common shares that have been called upon and remain unpaid are subject to forfeiture.

Redemption, repurchase and surrender of common shares

We may issue shares on terms that such shares are subject to redemption, at our option or at the option of the holders, on such terms and in such manner as may be determined by the board of directors before the issue of such shares.

Our company may also repurchase any of our shares (including any redeemable shares) in such manner and on such other terms as our directors may agree with the holder of such shares.

Under the Companies Law, the redemption or repurchase of any share may be paid out of our company's profits or out of the proceeds of a fresh issue of shares made for the purpose of such redemption or repurchase, or out of capital (including share premium account and capital redemption reserve) if our company can, immediately following such payment, pay its debts as they fall due in the ordinary course of business. In addition, under the Companies Law, no such share may be redeemed or repurchased (a) unless it is fully paid up, (b) if such redemption or repurchase would result in there being no shares outstanding, or (c) if the company has commenced liquidation.

In addition, our company may accept the surrender of any fully paid share for no consideration. Any share redeemed, repurchased or surrendered may be cancelled or held as a treasury share.

Variations of rights of shares

All or any of the special rights attached to any class of shares may be varied either with the written consent of the holders of a majority of the issued shares of that class or with the sanction of a special resolution passed at a general meeting of the holders of the shares of that class. Consequently, the rights of any class of shares cannot be detrimentally altered without a majority vote of all of the shares in that class. The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu with such existing class of shares. The rights of holders of common shares shall not be deemed to be varied by the creation or issue of shares with preferred or other rights which may be affected by the directors as provided in the articles of association without any vote or consent of the holders of common shares.

General meetings of shareholders

As a Cayman Islands exempted company, we are not obliged by the Companies Law to call shareholders' annual general meetings. Our ninth amended and restated memorandum and articles of association provide that we may (but are not obliged to) in each year hold a general meeting as our annual general meeting in which case we shall specify the meeting as such in the notices calling it, and the annual general meeting shall be held at such time and place as may be determined by our directors. However, we will hold an annual shareholders' meeting during each fiscal year as required by the rules of the NYSE.

The directors may, and shall on the requisition of shareholders holding at least one-tenth of the aggregate voting power of our company, proceed to convene a general meeting of such shareholders. If the directors do not within 21 days from the deposit of the requisition duly proceed to convene a general meeting, which will be held within a further period of 21 days, the requisitioning shareholders, or any of them holding more than 50% of the total voting rights of all of the requisitioning shareholders, may themselves convene a general meeting. Any such general meeting must be convened within three months after the expiration of such 21-day period.

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The directors, or if applicable, the requisitioning shareholders, are required to give at least seven days advance notice of the meeting to all shareholders who are entitled to attend and vote at such meeting.

A quorum required for a meeting of shareholders consists of one or more shareholders who hold not less than an aggregate of one-third of all voting power of our share capital in issue, present in person or by proxy and entitled to vote.

Inspection of books and records

Holders of our common shares have no general right under Cayman Islands law to inspect or obtain copies of our list of shareholders or our corporate records. However, we will provide our shareholders with annual audited financial statements. See "Where You Can Find Additional Information."

Changes in capital

We may from time to time by ordinary resolution:

•: increase the share capital by such sum, to be divided into shares of such classes and amount, as the resolution shall prescribe;
•: consolidate and divide all or any of our share capital into shares of a larger amount than our existing shares;
•: convert all or any of our paid up shares into stock and reconvert that stock into paid up shares of any denomination;
•: sub-divide our existing shares, or any of them into shares of a smaller amount; provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in case of the share from which the reduced share is derived; or
•: cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of our share capital by the amount of the shares so cancelled.

We may by special resolution reduce our share capital and any capital redemption reserve in any manner authorized by law.

Issuance of additional shares

Our ninth amended and restated memorandum and articles of association authorize our board of directors to, by the affirmative vote of at least two-thirds of the directors, issue additional shares, grant rights over existing shares or issue other securities from time to time as our board of directors shall determine, to the extent (i) the powers and rights attached to such shares shall not be greater than those attached to shares held by existing shareholders and (ii) the total number of voting shares issued or to be issued by our board after the completion of this offering shall not exceed 10% of the number of shares in issue immediately after the completion of this offering. Otherwise the issuance of shares will need to be approved by our shareholders by ordinary resolution. Issuance of any shares in connection with the share-based awards pursuant to the share incentive plans is not subject to approval of shareholders.

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Register of members

Under Cayman Islands law, we must keep a register of members and there shall be entered therein:

•: the names and addresses of the members, and a statement of the shares held by each member, and of the amount paid or agreed to be considered as paid, on the shares of each member;
•: the date on which the name of any person was entered on the register as a member; and
•: the date on which any person ceased to be a member.

Under Cayman Islands law, the register of members of our company is prima facie evidence of the matters set out therein (i.e. the register will raise a presumption of fact on the matters referred to above unless rebutted), and a member registered in the register of members shall be deemed as a matter of Cayman Islands law to have legal title to the shares as set against its name in the register of members. Upon the closing of this offering, the register of members shall be immediately updated to reflect the issue of shares by us to the Depositary (or its nominee) as the depositary. Once our register of members has been updated, the shareholders recorded in the register of members shall be deemed to have legal title to the shares set against their name.

If the name of any person is incorrectly entered in or omitted from our register of members, or if there is any default or unnecessary delay in entering on the register the fact of any person having ceased to be a member of our company, the person or member aggrieved (or any member of our company or our company itself) may apply to the Cayman Islands Grand Court for an order that the register be rectified, and the Court may either refuse such application or it may, if satisfied of the justice of the case, make an order for the rectification of the register.

Exempted company

We are an exempted company with limited liability under the Companies Law. The Companies Law distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The requirements for an exempted company are essentially the same as for an ordinary company except for the exemptions and privileges listed below:

•: an exempted company does not have to file an annual return of its shareholders with the Registrar of Companies;
•: an exempted company's register of members is not open to inspection;
•: an exempted company does not have to hold an annual general meeting;
•: an exempted company may issue shares with no par value;
•: an exempted company may obtain an undertaking against the imposition of any future taxation (such undertakings are usually given for twenty years in the first instance);
•: an exempted company may register by way of continuation in another jurisdiction and be deregistered in the Cayman Islands;
•: an exempted company may register as a limited duration company; and
•: an exempted company may register as a segregated portfolio company.

"Limited liability" means that the liability of each shareholder is limited to the amount unpaid by the shareholder on the shareholder's shares of the company(except in exceptional circumstances, such as involving fraud, the establishment of an agency relation or an illegal or improper purpose or other circumstances in which a court may be prepared to pierce or lift the corporate veil).

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Differences in corporate law

The Companies Law is modeled after that of English law but does not follow many recent English law statutory enactments. In addition, the Companies Law differs from laws applicable to United States corporations and their shareholders. Set forth below is a summary of the significant differences between the provisions of the Companies Law applicable to us and the laws applicable to companies incorporated in the State of Delaware.

Mergers and similar arrangements

The Companies Law permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies. For these purposes, (a)"merger" means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company and (b) a "consolidation" means the combination of two or more constituent companies into a combined company and the vesting of the undertaking, property and liabilities of such companies to the combined company. In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (a) a special resolution of the shareholders of each constituent company and (b) such other authorization, if any, as may be specified in such constituent company's articles of association. The written plan of merger or consolidation must be filed with the Registrar of Companies together with a declaration as to the solvency of the consolidated or surviving company, a list of the assets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Dissenting shareholders have the right to be paid the fair value of their shares (which, if not agreed between the parties, will be determined by the Cayman Islands court) if they follow the required procedures, subject to certain exceptions. Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.

In addition, there are statutory provisions that facilitate the reconstruction and amalgamation of companies, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must in addition represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:

•: the statutory provisions as to the dual majority vote have been met;
•: the shareholders have been fairly represented at the meeting in question;
•: the arrangement is such that a businessman would reasonably approve; and
•: the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Law.

When a take-over offer is made and accepted by holders of 90% of the shares affected (within four months), the offeror may, within a two-month period, require the holders of the remaining shares to transfer such shares on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands, but this is unlikely to succeed unless there is evidence of fraud, bad faith or collusion.

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If the arrangement and reconstruction is thus approved, the dissenting shareholder would have no rights comparable to appraisal rights, which would otherwise ordinarily be available to dissenting shareholders of United States corporations, providing rights to receive payment in cash for the judicially determined value of the shares.

Shareholders' suits

We are not aware of any reported class action or derivative action having been brought in a Cayman Islands court. In principle, we will normally be the proper plaintiff and a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman Islands courts can be expected to apply and follow the common law principles (namely the rule in Foss v. Harbottle and the exceptions thereto) which permit a minority shareholder to commence a class action against, or derivative actions in the name of, a company, in the following circumstances:

•: a company acts or proposes to act illegally or ultra vires;
•: the act complained of, although not ultra vires, could be effected duly if authorized by a special resolution that has not been obtained; and
•: those who control the company are perpetrating a "fraud on the minority."

There are currently no treaties or reciprocal agreements made between the Cayman Islands and either PRC or the United States that allow enforcement of foreign judgments without having to commence proceedings in the Cayman Islands.

Indemnification of directors and executive officers and limitation of liability

Cayman Islands law does not limit the extent to which a company's memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. Our memorandum and articles of association provide that all our directors and officers shall be indemnified against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained in connection with the execution or discharge of their duties, powers, authorities or discretions as a director or officer, unless such losses or liabilities were due to the willful misconduct of such director or officer. This standard of conduct is generally the same as permitted under the Delaware General Corporation Law for a Delaware corporation. In addition, we have entered into indemnification agreements with our directors and senior executive officers that provide such persons with additional indemnification beyond that provided in our ninth amended and restated memorandum and articles of association.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Directors' fiduciary duties

Under Delaware corporate law, a director of a Delaware corporation has a fiduciary duty to the corporation and its shareholders. This duty has two components: the duty of care and the duty of loyalty. The duty of care requires that a director act in good faith, with the care that an ordinarily prudent person would exercise under similar circumstances. Under this duty, a director must inform himself of, and disclose to shareholders, all material information reasonably available regarding a significant transaction. The duty of loyalty requires that a director acts in a manner he reasonably believes to be in the best interests of the corporation. He must not use his corporate position for

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personal gain or advantage. This duty prohibits self-dealing by a director and mandates that the best interest of the corporation and its shareholders take precedence over any interest possessed by a director, officer or controlling shareholder and not shared by the shareholders generally. In general, actions of a director are presumed to have been made on an informed basis, in good faith and in the honest belief that the action taken was in the best interests of the corporation. However, this presumption may be rebutted by evidence of a breach of one of the fiduciary duties. Should such evidence be presented concerning a transaction by a director, the director must prove the procedural fairness of the transaction, and that the transaction was of fair value to the corporation.

As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and, therefore it is considered that he owes the following duties to the company—a duty to act bona fide in the best interests of the company, a duty not to make a profit based on his position as director (unless the company permits him to do so) and a duty not to put himself in a position where the interests of the company conflict with his personal interest or his duty to a third party. A director of a Cayman Islands company owes to the company a duty to act with skill and care. It was previously considered that a director need not exhibit in the performance of his duties a greater degree of skill than may reasonably be expected from a person of his knowledge and experience. However, English and Commonwealth courts have moved towards an objective standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands.

Majority independent board

A domestic United States company listed on the NYSE must comply with requirement that a majority of the board of directors must comprise independent directors as defined under the NYSE rules. As a Cayman Islands company, we are allowed to follow home country practices in lieu of certain corporate governance requirements under the NYSE rules where there is no similar requirement under the laws of the Cayman Islands. We intend to rely on home country practice with respect to our corporate governance matters.

Shareholder action by written consent

Under the Delaware General Corporation Law, a corporation may eliminate the right of shareholders to act by written consent by amendment to its certificate of incorporation. Cayman Islands law and our ninth amended and restated memorandum and articles of association provide that shareholders may approve corporate matters by way of a unanimous written resolution signed by or on behalf of each shareholder who would have been entitled to vote on such matter at a general meeting without a meeting being held.

Shareholder proposals

Under the Delaware General Corporation Law, a shareholder has the right to put any proposal before the annual meeting of shareholders, provided it complies with the notice provisions in the governing documents. A special meeting may be called by the board of directors or any other person authorized to do so in the governing documents, but shareholders may be precluded from calling special meetings.

Cayman Islands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. However, these rights may be provided in a company's articles of association. Our ninth amended and restated memorandum and articles of association allow our shareholders holding not less than one-tenth of the aggregate voting power to requisition a special meeting of the shareholders, in which case the directors are obliged to call such meeting and to put the resolutions so requisitioned to a vote

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at such meeting; however, our ninth amended and restated memorandum and articles of association do not provide our shareholders with any right to put any proposals before annual general meetings or extraordinary general meetings not called by such shareholders.

Cumulative voting

Under the Delaware General Corporation Law, cumulative voting for elections of directors is not permitted unless the corporation's certificate of incorporation specifically provides for it. Cumulative voting potentially facilitates the representation of minority shareholders on a board of directors since it permits the minority shareholder to cast all the votes to which the shareholder is entitled on a single director, which increases the shareholder's voting power with respect to electing such director. There are no prohibitions in relation to cumulative voting under the laws of the Cayman Islands, but our ninth amended and restated memorandum and articles of association do not provide for cumulative voting. As a result, our shareholders are not afforded any less protections or rights on this issue than shareholders of a Delaware corporation.

Removal of directors

Under the Delaware General Corporation Law, a director of a corporation with a classified board may be removed only for cause with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under our ninth amended and restated memorandum and articles of association, directors may be removed by the vote of holders of two-thirds of our shares, cast at a general meeting, or the unanimous written resolution of all shareholders. Directors are also subject to retirement by rotation, so that at each annual general meeting one-third of our directors for the time being (or, if their number is not a multiple of three, the number nearest to one-third) shall retire from office and be eligible for re-election.

Transactions with interested shareholders

The Delaware General Corporation Law contains a business combination statute applicable to Delaware corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation, it is prohibited from engaging in certain business combinations with an "interested shareholder" for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target's outstanding voting stock within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target's board of directors.

Cayman Islands law has no comparable statute. As a result, we cannot avail ourselves of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests of the company and not with the effect of constituting a fraud on the minority shareholders.

Dissolution; winding up

Under the Delaware General Corporation Law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by shareholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be

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approved by a simple majority of the corporation's outstanding shares. Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. Under the Companies Law, our company may be dissolved, liquidated or wound up by a special resolution, or by an ordinary resolution on the basis that our company is unable to pay its debts as they fall due.

Variation of rights of shares

Under the Delaware General Corporation Law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. Under Cayman Islands law and our ninth amended and restated memorandum and articles of association, if our share capital is divided into more than one class of shares, we may vary the rights attached to any class only with the vote at a class meeting of holders of two-thirds of the shares of such class or written resolution of the holders of a majority of the class in question.

Amendment of governing documents

Under the Delaware General Corporation Law, a corporation's governing documents may be amended with the approval of a majority of the outstanding shares entitled to vote, unless the certificate of incorporation provides otherwise. Under the Companies Law, our memorandum and articles of association may only be amended with a special resolution at a meeting or the unanimous written resolution of all shareholders.

Rights of non-resident or foreign shareholders

There are no limitations imposed by our ninth amended and restated memorandum and articles of association on the rights of non-resident or foreign shareholders to hold or exercise voting rights on our shares. In addition, there are no provisions in our ninth amended and restated memorandum and articles of association governing the ownership threshold above which shareholder ownership must be disclosed.

History of securities issuances

The following is a summary of securities issuances by us and share transfers among our existing shareholders during the past three years.

Common shares

See "Related Party Transactions—Private placements" for a description of common shares we have issued as of the date of this prospectus.

Preferred shares

See "Related Party Transactions—Private placements" for a description of preferred shares we have issued as of the date of this prospectus.

Convertible bonds

See "Related Party Transactions—Private placements" for a description of convertible bonds we have issued as of the date of this prospectus.

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Options and warrants

We had granted to certain of our directors and officers 5,143,150 options and 450,000 restricted shares that are outstanding as of the date of this prospectus. See "Management—2010 Performance Incentive Plan." In addition, we have granted warrants and options to our preferred shareholders. See "Related Party Transactions—Private placements—Issuance of warrants and options."

Registration rights

Pursuant to the investors' rights agreement dated December 11, 2013, we have granted registration rights to certain shareholders as described below:

Demand registration rights. At any time following the date that is six months after the closing this offering, holders of at least 50% of each of the then outstanding Class A or Series D registrable securities, or holders of at least 30% of each of the then outstanding Series A, B, C or E registrable securities as the case may be, have the right to demand that we file a registration statement covering the offer and sale of their registrable securities. However, we are not obligated to effect more than two such demand registrations for each of the groups of holders above that have been declared and ordered effective. In addition, with respect to the demand registration rights of the holders of Class A and Series D registrable securities, we are not obligated to effect any registration unless the aggregate proceeds from the offering that is the subject of the registration exceeds US$10 million.

Form F-3 registration rights. When we are eligible to use Form F-3, holders of our registrable securities have the right to request that we file a registration statement on Form F-3. We are not obligated to take any action to effect any such registration unless the aggregate proceeds from the offering exceeds US$5 million and we are not obligated to effect more than two such registrations in any 12-month period.

Deferrals. We are not obligated to effect a demand registration or Form F-3 registration if (i) within ten days of the receipt of any registration request, we give notice to the requesting holders of our bona fide intention to effect the filing for our own account of a registration statement within 60 days of receipt of that request, we actively employ in good faith our reasonable best efforts to cause that registration statement to become effective within 60 days of the initial filing and the holders of registrable common shares are entitled to join such registration, or (ii) during the period starting with the date of filing by us of, and ending six months following the effective date of, any registration statement pertaining to our common shares and the holders of registrable common shares are entitled to join such registration. In addition, we have the right to defer the filing of a registration statement for up to 90 days in case of a demand registration, and for up to 90 days in case of a Form F-3 registration, if we furnish a certificate signed by our chief executive officer stating that, in the good faith judgment of the board of directors, there is a reasonable likelihood that the filing of a registration statement in the near future would be materially detrimental to us and our shareholders and we refrain from register any other securities during such period. We cannot exercise the deferral right more than once in any 12-month period.

Piggyback registration rights. If we propose to file a registration statement for a public offering of our securities other than, among other things, relating to registration for the account of holders of registrable common shares or relating to a share option plan or a corporate reorganization, then we must promptly give holders of registrable common shares written notice of such registration and, upon the written request of any holder of registrable common shares given within 15 days after delivery of such notice, shall use our best efforts to include in the registration statement all or any part of their registrable common shares. The underwriters of any underwritten offering will have the right to limit the number of such registrable common shares to be included in the registration statement.

Expenses of registration. We will pay all expenses, other than underwriting discounts and selling commissions, relating to any demand, piggyback or F-3 registration.

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DESCRIPTION OF AMERICAN DEPOSITARY SHARES

American depositary receipts

JPMorgan Chase Bank, N.A., as depositary will issue the ADSs which you will be entitled to receive in this offering. Each ADS will represent an ownership interest in a designated number of Class A common shares which we will deposit with the custodian, as agent of the depositary, under the deposit agreement among ourselves, the depositary and yourself as an ADR holder. In the future, each ADS will also represent any securities, cash or other property deposited with the depositary but which they have not distributed directly to you. Unless certificated ADRs are specifically requested by you, all ADSs will be issued on the books of our depositary in book-entry form and periodic statements will be mailed to you which reflect your ownership interest in such ADSs. In our description, references to American depositary receipts or ADRs shall include the statements you will receive which reflect your ownership of ADSs.

The depositary's office is located at 1 Chase Manhattan Plaza, Floor 58, New York, NY, 10005-1401.

You may hold ADSs either directly or indirectly through your broker or other financial institution. If you hold ADSs directly, by having an ADS registered in your name on the books of the depositary, you are an ADR holder. This description assumes you hold your ADSs directly. If you hold the ADSs through your broker or financial institution nominee, you must rely on the procedures of such broker or financial institution to assert the rights of an ADR holder described in this section. You should consult with your broker or financial institution to find out what those procedures are.

As an ADR holder, we will not treat you as a shareholder of ours and you will not have any shareholder rights. Cayman Island law governs shareholder rights. Because the depositary or its nominee will be the shareholder of record for the shares represented by all outstanding ADSs, shareholder rights rest with such record holder. Your rights are those of an ADR holder. Such rights derive from the terms of the deposit agreement to be entered into among us, the depositary and all registered holders from time to time of ADSs issued under the deposit agreement. The obligations of the depositary and its agents are also set out in the deposit agreement. Because the depositary or its nominee will actually be the registered owner of the shares, you must rely on it to exercise the rights of a shareholder on your behalf. The deposit agreement and the ADSs are governed by New York law. Under the deposit agreement, as an ADR holder, you agree that any legal suit, action or proceeding against or involving us or the depositary, arising out of or based upon the deposit agreement or transactions contemplated thereby, may only be instituted in a state or federal court in New York, New York, and you irrevocably waive any objection which you may have to the laying of venue of any such proceeding and irrevocably submit to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

The following is a summary of what we believe to be the material terms of the deposit agreement. Notwithstanding this, because it is a summary, it may not contain all the information that you may otherwise deem important. For more complete information, you should read the entire deposit agreement and the form of ADR which contains the terms of your ADSs. You can read a copy of the deposit agreement which is filed as an exhibit to the registration statement of which this prospectus forms a part. You may also obtain a copy of the deposit agreement at the SEC's Public Reference Room which is located at 100 F Street, NE, Washington, DC 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-732-0330. You may also find the registration statement and the attached deposit agreement on the SEC's website at http://www.sec.gov .

Share dividends and other distributions

How will I receive dividends and other distributions on the shares underlying my ADSs?

We may make various types of distributions with respect to our securities. The depositary has agreed that, to the extent practicable, it will pay to you the cash dividends or other distributions it or

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the custodian receives on shares or other deposited securities, after converting any cash received into U.S. dollars (if it determines such conversion may be made on a reasonable basis) and, in all cases, making any necessary deductions provided for in the deposit agreement. The depositary may utilize a division, branch or affiliate of JPMorgan Chase Bank, N.A. to direct, manage and/or execute any public and/or private sale of securities under the deposit agreement. Such division, branch and/or affiliate may charge the depositary a fee in connection with such sales, which fee is considered an expense of the depositary. You will receive these distributions in proportion to the number of underlying securities that your ADSs represent.

Except as stated below, the depositary will deliver such distributions to ADR holders in proportion to their interests in the following manner:

•: Cash. The depositary will distribute any U.S. dollars available to it resulting from a cash dividend or other cash distribution or the net proceeds of sales of any other distribution or portion thereof (to the extent applicable), on an averaged or other practicable basis, subject to (i) appropriate adjustments for taxes withheld, (ii) such distribution being impermissible or impracticable with respect to certain registered ADR holders, and (iii) deduction of the depositary's and/or its agents' expenses in (1) converting any foreign currency to U.S. dollars to the extent that it determines that such conversion may be made on a reasonable basis, (2) transferring foreign currency or U.S. dollars to the United States by such means as the depositary may determine to the extent that it determines that such transfer may be made on a reasonable basis, (3) obtaining any approval or license of any governmental authority required for such conversion or transfer, which is obtainable at a reasonable cost and within a reasonable time and (4) making any sale by public or private means in any commercially reasonable manner. If exchange rates fluctuate during a time when the depositary cannot convert a foreign currency, you may lose some or all of the value of the distribution .
•: Shares. In the case of a distribution in shares, the depositary will issue additional ADRs to evidence the number of ADSs representing such shares. Only whole ADSs will be issued. Any shares which would result in fractional ADSs will be sold and the net proceeds will be distributed in the same manner as cash to the ADR holders entitled thereto.
•: Rights to receive additional shares. In the case of a distribution of rights to subscribe for additional shares or other rights, if we timely provide evidence satisfactory to the depositary that it may lawfully distribute such rights, the depositary will distribute warrants or other instruments in the discretion of the depositary representing such rights. However, if we do not timely furnish such evidence, the depositary may:
•: sell such rights if practicable and distribute the net proceeds in the same manner as cash to the ADR holders entitled thereto; or
•: if it is not practicable to sell such rights by reason of the non-transferability of the rights, limited markets therefor, their short duration or otherwise, do nothing and allow such rights to lapse, in which case ADR holders will receive nothing and the rights may lapse.

We have no obligation to file a registration statement under the Securities Act in order to make any rights available to ADR holders.

•: Other Distributions. In the case of a distribution of securities or property other than those described above, the depositary may either (i) distribute such securities or property in any manner it deems equitable and practicable or (ii) to the extent the depositary deems distribution of such securities or property not to be equitable and practicable, sell such securities or property and distribute any net proceeds in the same way it distributes cash.
•: Elective Distributions. In the case of a dividend payable at the election of our shareholders in cash or in additional shares, we will notify the depositary at least 30 days prior to the proposed

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distribution stating whether or not we wish such elective distribution to be made available to ADR holders. The depositary shall make such elective distribution available to ADR holders only if (i) we shall have timely requested that the elective distribution is available to ADR holders, (ii) the depositary shall have determined that such distribution is reasonably practicable and (iii) the depositary shall have received satisfactory documentation within the terms of the deposit agreement including any legal opinions of counsel that the depositary in its reasonable discretion may request. If the above conditions are not satisfied, the depositary shall, to the extent permitted by law, distribute to the ADR holders, on the basis of the same determination as is made in the local market in respect of the shares for which no election is made, either (x) cash or (y) additional ADSs representing such additional shares. If the above conditions are satisfied, the depositary shall establish procedures to enable ADR holders to elect the receipt of the proposed dividend in cash or in additional ADSs. There can be no assurance that ADR holders generally, or any ADR holder in particular, will be given the opportunity to receive elective distributions on the same terms and conditions as the holders of shares.

If the depositary determines in its discretion that any distribution described above is not practicable with respect to any specific registered ADR holder, the depositary may choose any method of distribution that it deems practicable for such ADR holder, including the distribution of foreign currency, securities or property, or it may retain such items, without paying interest on or investing them, on behalf of the ADR holder as deposited securities, in which case the ADSs will also represent the retained items.

Any U.S. dollars will be distributed by checks drawn on a bank in the United States for whole dollars and cents. Fractional cents will be withheld without liability and dealt with by the depositary in accordance with its then current practices.

The depositary is not responsible if it decides that it is unlawful or not reasonably practicable to make a distribution available to any ADR holders.

There can be no assurance that the depositary will be able to convert any currency at a specified exchange rate or sell any property, rights, shares or other securities at a specified price, nor that any of such transactions can be completed within a specified time period.

Deposit, withdrawal and cancellation

How does the depositary issue ADSs?

The depositary will issue ADSs if you or your broker deposit shares or evidence of rights to receive shares with the custodian and pay the fees and expenses owing to the depositary in connection with such issuance. In the case of the ADSs to be issued under this prospectus, we will arrange with the underwriters named herein to deposit such shares.

Shares deposited in the future with the custodian must be accompanied by certain delivery documentation and shall, at the time of such deposit, be registered in the name of JPMorgan Chase Bank, N.A., as depositary for the benefit of holders of ADRs or in such other name as the depositary shall direct.

The custodian will hold all deposited shares (including those being deposited by or on our behalf in connection with the offering to which this prospectus relates) for the account of the depositary. ADR holders thus have no direct ownership interest in the shares and only have such rights as are contained in the deposit agreement. The custodian will also hold any additional securities, property and cash received on or in substitution for the deposited shares. The deposited shares and any such additional items are referred to as "deposited securities".

Upon each deposit of shares, receipt of related delivery documentation and compliance with the other provisions of the deposit agreement, including the payment of the fees and charges of the

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depositary and any taxes or other fees or charges owing, the depositary will issue an ADR or ADRs in the name or upon the order of the person entitled thereto evidencing the number of ADSs to which such person is entitled. All of the ADSs issued will, unless specifically requested to the contrary, be part of the depositary's direct registration system, and a registered holder will receive periodic statements from the depositary which will show the number of ADSs registered in such holder's name. An ADR holder can request that the ADSs not be held through the depositary's direct registration system and that a certificated ADR be issued.

How do ADR holders cancel an ADS and obtain deposited securities?

When you turn in your ADR certificate at the depositary's office, or when you provide proper instructions and documentation in the case of direct registration ADSs, the depositary will, upon payment of certain applicable fees, charges and taxes, deliver the underlying shares to you or upon your written order. Delivery of deposited securities in certificated form will be made at the custodian's office. At your risk, expense and request, the depositary may deliver deposited securities at such other place as you may request.

The depositary may only restrict the withdrawal of deposited securities in connection with:

•: temporary delays caused by closing our transfer books or those of the depositary or the deposit of shares in connection with voting at a shareholders' meeting, or the payment of dividends;
•: the payment of fees, taxes and similar charges; or
•: compliance with any U.S. or foreign laws or governmental regulations relating to the ADRs or to the withdrawal of deposited securities.

This right of withdrawal may not be limited by any other provision of the deposit agreement.

Record dates

The depositary may, after consultation with us if practicable, fix record dates for the determination of the registered ADR holders who will be entitled (or obligated, as the case may be):

•: to receive any distribution on or in respect of shares,
•: to give instructions for the exercise of voting rights at a meeting of holders of shares, or
•: to pay the fee assessed by the depositary for administration of the ADR program and for any expenses as provided for in the ADR,
•: to receive any notice or to act in respect of other matters

all subject to the provisions of the deposit agreement.

Voting rights

How do I vote?

If you are an ADR holder and the depositary asks you to provide it with voting instructions, you may instruct the depositary how to exercise the voting rights for the shares which underlie your ADSs. As soon as practicable after receiving notice of any meeting or solicitation of consents or proxies from us, the depositary will distribute to the registered ADR holders a notice stating such information as is contained in the voting materials received by the depositary and describing how you may instruct the depositary to exercise the voting rights for the shares which underlie your ADSs, including instructions for giving a discretionary proxy to a person designated by us. For instructions to be valid, the depositary must receive them in the manner and on or before the date specified. The depositary will try, as far as is practical, subject to the provisions of and governing the underlying shares or other deposited securities, to vote or to have its agents vote the shares or other deposited securities as you

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instruct. The depositary will only vote or attempt to vote as you instruct. Holders are strongly encouraged to forward their voting instructions to the depositary as soon as possible. Voting instructions will not be deemed to be received until such time as the ADR department responsible for proxies and voting has received such instructions notwithstanding that such instructions may have been physically received by the depositary prior to such time. The depositary will not itself exercise any voting discretion. Furthermore, neither the depositary nor its agents are responsible for any failure to carry out any voting instructions, for the manner in which any vote is cast or for the effect of any vote. Notwithstanding anything contained in the deposit agreement or any ADR, the depositary may, to the extent not prohibited by law or regulations, or by the requirements of the stock exchange on which the ADSs are listed, in lieu of distribution of the materials provided to the depositary in connection with any meeting of, or solicitation of consents or proxies from, holders of deposited securities, distribute to the registered holders of ADRs a notice that provides such holders with, or otherwise publicizes to such holders, instructions on how to retrieve such materials or receive such materials upon request ( i.e. , by reference to a website containing the materials for retrieval or a contact for requesting copies of the materials).

We have advised the depositary that under the Cayman Islands law and our constituent documents, each as in effect as of the date of the deposit agreement, voting at any meeting of shareholders is by show of hands unless a poll is (before or on the declaration of the results of the show of hands) demanded. In the event that voting on any resolution or matter is conducted on a show of hands basis in accordance with our constituent documents, the depositary will refrain from voting and the voting instructions (or the deemed voting instructions, as set out above) received by the depositary from holders shall lapse. The depositary will not demand a poll or join in demanding a poll, whether or not requested to do so by holders of ADSs. There is no guarantee that you will receive voting materials in time to instruct the depositary to vote and it is possible that you, or persons who hold their ADSs through brokers, dealers or other third parties, will not have the opportunity to exercise a right to vote.

Reports and other communications

Will ADR holders be able to view our reports?

The depositary will make available for inspection by ADR holders at the offices of the depositary and the custodian the deposit agreement, the provisions of or governing deposited securities, and any written communications from us which are both received by the custodian or its nominee as a holder of deposited securities and made generally available to the holders of deposited securities.

Additionally, if we make any written communications generally available to holders of our shares, and we furnish copies thereof (or English translations or summaries) to the depositary, it will distribute the same to registered ADR holders.

Fees and expenses

What fees and expenses will I be responsible for paying?

The depositary may charge each person to whom ADSs are issued, including, without limitation, issuances against deposits of shares, issuances in respect of share distributions, rights and other distributions, issuances pursuant to a stock dividend or stock split declared by us or issuances pursuant to a merger, exchange of securities or any other transaction or event affecting the ADSs or deposited securities, and each person surrendering ADSs for withdrawal of deposited securities or whose ADRs are cancelled or reduced for any other reason, $5.00 for each 100 ADSs (or any portion thereof) issued, delivered, reduced, cancelled or surrendered, as the case may be. The depositary may sell (by public or private sale) sufficient securities and property received in respect of a share distribution, rights and/or other distribution prior to such deposit to pay such charge.

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The following additional charges shall be incurred by the ADR holders, by any party depositing or withdrawing shares or by any party surrendering ADSs or to whom ADSs are issued (including, without limitation, issuance pursuant to a stock dividend or stock split declared by us or an exchange of stock regarding the ADSs or the deposited securities or a distribution of ADSs), whichever is applicable:

•: a fee of U.S.$1.50 per ADR or ADRs for transfers of certificated or direct registration ADRs;
•: a fee of up to U.S.$0.05 per ADS for any cash distribution made pursuant to the deposit agreement;
•: a fee of up to U.S.$0.05 per ADS per calendar year (or portion thereof) for services performed by the depositary in administering the ADRs (which fee may be charged on a periodic basis during each calendar year and shall be assessed against holders of ADRs as of the record date or record dates set by the depositary during each calendar year and shall be payable in the manner described in the next succeeding provision);
•: a fee for the reimbursement of such fees, charges and expenses as are incurred by the depositary and/or any of its agents (including, without limitation, the custodian and expenses incurred on behalf of holders in connection with compliance with foreign exchange control regulations or any law or regulation relating to foreign investment) in connection with the servicing of the shares or other deposited securities, the sale of securities (including, without limitation, deposited securities), the delivery of deposited securities or otherwise in connection with the depositary's or its custodian's compliance with applicable law, rule or regulation (which fees and charges shall be assessed on a proportionate basis against holders as of the record date or dates set by the depositary and shall be payable at the sole discretion of the depositary by billing such holders or by deducting such charge from one or more cash dividends or other cash distributions);
•: a fee for the distribution of securities (or the sale of securities in connection with a distribution), such fee being in an amount equal to the $0.05 per ADS issuance fee for the execution and delivery of ADSs which would have been charged as a result of the deposit of such securities (treating all such securities as if they were shares) but which securities or the net cash proceeds from the sale thereof are instead distributed by the depositary to those holders entitled thereto;
•: stock transfer or other taxes and other governmental charges;
•: cable, telex and facsimile transmission and delivery charges incurred at your request in connection with the deposit or delivery of shares;
•: transfer or registration fees for the registration of transfer of deposited securities on any applicable register in connection with the deposit or withdrawal of deposited securities;
•: in connection with the conversion of foreign currency into U.S. dollars, JPMorgan Chase Bank, N.A. ("JPMorgan") shall deduct out of such foreign currency the fees, expenses and other charges charged by it and/or its agent (which may be a division, branch or affiliate) so appointed in connection with such conversion; and
•: fees of any division, branch or affiliate of the depositary utilized by the depositary to direct, manage and/or execute any public and/or private sale of securities under the deposit agreement.

JPMorgan and/or its agent may act as principal for such conversion of foreign currency.

We will pay all other charges and expenses of the depositary and any agent of the depositary (except the custodian) pursuant to agreements from time to time between us and the depositary. The charges described above may be amended from time to time by agreement between us and the depositary.

Our depositary has agreed to reimburse us for certain expenses we incur that are related to establishment and maintenance of the ADR program upon such terms and conditions as we and the

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depositary may agree from time to time. The Depositary may make available to us a set amount or a portion of the depositary fees charged in respect of the ADR program or otherwise upon such terms and conditions as we and the Depositary may agree from time to time. The depositary collects its fees for issuance and cancellation of ADSs directly from investors depositing shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions, or by directly billing investors, or by charging the book-entry system accounts of participants acting for them. The depositary will generally set off the amounts owing from distributions made to holders of ADSs. If, however, no distribution exists and payment owing is not timely received by the depositary, the depositary may refuse to provide any further services to holders that have not paid those fees and expenses owing until such fees and expenses have been paid. At the discretion of the depositary, all fees and charges owing under the deposit agreement are due in advance and/or when declared owing by the depositary.

The fees and charges you may be required to pay may vary over time and may be changed by us and by the depositary. You will receive prior notice of the increase in any such fees and charges.

Payment of taxes

ADR holders must pay any tax or other governmental charge payable by the custodian or the depositary on any ADS or ADR, deposited security or distribution. If an ADR holder owes any tax or other governmental charge, the depositary may (i) deduct the amount thereof from any cash distributions, or (ii) sell deposited securities (by public or private sale) and deduct the amount owing from the net proceeds of such sale. In either case the ADR holder remains liable for any shortfall. Additionally, if any taxes or other governmental charges (including any penalties and/or interest) shall become payable by or on behalf of the custodian or the depositary with respect to any ADR, any deposited securities represented by the ADSs evidenced thereby or any distribution thereon, including, without limitation, any Chinese Enterprise Income Tax owing if the Circular Guoshuifa [2009] No. 82 issued by the SAT or any other circular, edict, order or ruling, as issued and as from time to time amended, is applied or otherwise, such tax or other governmental charge shall be paid by the holder thereof to the depositary. and by holding or having held an ADR the holder and all prior holders thereof, jointly and severally, agree to indemnify, defend and save harmless each of the depositary and its agents in respect thereof. If any tax or governmental charge is unpaid, the depositary may also refuse to effect any registration, registration of transfer, split-up or combination of deposited securities or withdrawal of deposited securities until such payment is made. If any tax or governmental charge is required to be withheld on any cash distribution, the depositary may deduct the amount required to be withheld from any cash distribution or, in the case of a non-cash distribution, sell the distributed property or securities (by public or private sale) to pay such taxes and distribute any remaining net proceeds or the balance of any such property after deduction of such taxes to the ADR holders entitled thereto.

By holding an ADR or an interest therein, you will be agreeing to indemnify us, the depositary, its custodian and any of our or their respective officers, directors, employees, agents and affiliates against, and hold each of them harmless from, any claims by any governmental authority with respect to taxes, additions to tax, penalties or interest arising out of any refund of taxes, reduced rate of withholding at source or other tax benefit obtained.

Reclassifications, recapitalizations and mergers

If we take certain actions that affect the deposited securities, including (i) any change in par value, split-up, consolidation, cancellation or other reclassification of deposited securities or (ii) any distributions of shares or other property not made to holders of ADRs or (iii) any recapitalization,

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reorganization, merger, consolidation, liquidation, receivership, bankruptcy or sale of all or substantially all of our assets, then the depositary may choose to, and shall if reasonably requested by us:

(1): amend the form of ADR;
(2): distribute additional or amended ADRs;
(3): distribute cash, securities or other property it has received in connection with such actions;
(4): sell any securities or property received and distribute the proceeds as cash; or
(5): none of the above.

If the depositary does not choose any of the above options, any of the cash, securities or other property it receives will constitute part of the deposited securities and each ADS will then represent a proportionate interest in such property.

Amendment and termination

How may the deposit agreement be amended?

We may agree with the depositary to amend the deposit agreement and the ADSs without your consent for any reason. ADR holders must be given at least 30 days notice of any amendment that imposes or increases any fees or charges (other than stock transfer or other taxes and other governmental charges, transfer or registration fees, cable, telex or facsimile transmission costs, delivery costs or other such expenses), or otherwise prejudices any substantial existing right of ADR holders. Such notice need not describe in detail the specific amendments effectuated thereby, but must identify to ADR holders a means to access the text of such amendment. If an ADR holder continues to hold an ADR or ADRs after being so notified, such ADR holder is deemed to agree to such amendment and to be bound by the deposit agreement as so amended. Notwithstanding the foregoing, if any governmental body or regulatory body should adopt new laws, rules or regulations which would require amendment or supplement of the deposit agreement or the form of ADR to ensure compliance therewith, we and the depositary may amend or supplement the deposit agreement and the ADR at any time in accordance with such changed laws, rules or regulations, which amendment or supplement may take effect before a notice is given or within any other period of time as required for compliance. No amendment, however, will impair your right to surrender your ADSs and receive the underlying securities, except in order to comply with mandatory provisions of applicable law.

How may the deposit agreement be terminated?

The depositary may, and shall at our written direction, terminate the deposit agreement and the ADRs by mailing notice of such termination to the registered holders of ADRs at least 30 days prior to the date fixed in such notice for such termination; provided, however, if the depositary shall have (i) resigned as depositary under the deposit agreement, notice of such termination by the depositary shall not be provided to registered holders unless a successor depositary shall not be operating under the deposit agreement within 60 days of the date of such resignation, and (ii) been removed as depositary under the deposit agreement, notice of such termination by the depositary shall not be provided to registered holders of ADRs unless a successor depositary shall not be operating under the deposit agreement on the 120th day after our notice of removal was first provided to the depositary. After the date so fixed for termination, (a) all Direct Registration ADRs shall cease to be eligible for the Direct Registration System and shall be considered ADRs issued on the ADR Register and (b) the depositary shall use its reasonable efforts to ensure that the ADSs cease to be DTC eligible so that neither DTC nor any of its nominees shall thereafter be a registered holder of ADRs. At such time as the ADSs cease to be DTC eligible and/or neither DTC nor any of its nominees is a registered holder of ADRs, the depositary shall (a) instruct its custodian to deliver all shares to us along with a general stock power that refers to the names set forth on the ADR Register and (b) provide us with a copy of

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the ADR Register. Upon receipt of such shares and the ADR Register, we have agreed to use our best efforts to issue to each registered holder a Share certificate representing the Shares represented by the ADSs reflected on the ADR Register in such registered holder's name and to deliver such Share certificate to the registered holder at the address set forth on the ADR Register. After providing such instruction to the custodian and delivering a copy of the ADR Register to us, the depositary and its agents will perform no further acts under the Deposit Agreement and the ADRs and shall cease to have any obligations under the Deposit Agreement and/or the ADRs.

Limitations on obligations and liability to ADR holders

Limits on our obligations and the obligations of the depositary; limits on liability to ADR holders and holders of ADSs

Prior to the issue, registration, registration of transfer, split-up, combination, or cancellation of any ADRs, or the delivery of any distribution in respect thereof, and from time to time in the case of the production of proofs as described below, we or the depositary or its custodian may require:

•: payment with respect thereto of (i) any stock transfer or other tax or other governmental charge, (ii) any stock transfer or registration fees in effect for the registration of transfers of shares or other deposited securities upon any applicable register and (iii) any applicable fees and expenses described in the deposit agreement;
•: the production of proof satisfactory to it of (i) the identity of any signatory and genuineness of any signature and (ii) such other information, including without limitation, information as to citizenship, residence, exchange control approval, beneficial ownership of any securities, compliance with applicable law, regulations, provisions of or governing deposited securities and terms of the deposit agreement and the ADRs, as it may deem necessary or proper; and
•: compliance with such regulations as the depositary may establish consistent with the deposit agreement.

The issuance of ADRs, the acceptance of deposits of shares, the registration, registration of transfer, split-up or combination of ADRs or the withdrawal of shares, may be suspended, generally or in particular instances, when the ADR register or any register for deposited securities is closed or when any such action is deemed advisable by the depositary; provided that the ability to withdraw shares may only be limited under the following circumstances: (i) temporary delays caused by closing transfer books of the depositary or our transfer books or the deposit of shares in connection with voting at a shareholders' meeting, or the payment of dividends, (ii) the payment of fees, taxes, and similar charges, and (iii) compliance with any laws or governmental regulations relating to ADRs or to the withdrawal of deposited securities.

The deposit agreement expressly limits the obligations and liability of the depositary, ourselves and our respective agents, provided, however, that no such disclaimer of liability under the Securities Act of 1933 is intended by any of the limitations of liabilities provisions of the deposit agreement. In the deposit agreement it provides that neither we nor the depositary nor any such agent will be liable if:

•: any present or future law, rule, regulation, fiat, order or decree of the United States, the Cayman Islands, the People's Republic of China or any other country, or of any governmental or regulatory authority or securities exchange or market or automated quotation system, the provisions of or governing any deposited securities, any present or future provision of our charter, any act of God, war, terrorism, nationalization or other circumstance beyond our, the depositary's or our respective agents' control shall prevent or delay, or shall cause any of them to be subject to any civil or criminal penalty in connection with, any act which the deposit agreement or the ADRs provide shall be done or performed by us, the depositary or our respective agents (including, without limitation, voting);

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•: it exercises or fails to exercise discretion under the deposit agreement or the ADR including, without limitation, any failure to determine that any distribution or action may be lawful or reasonably practicable;
•: it performs its obligations under the deposit agreement and ADRs without gross negligence or willful misconduct;
•: it takes any action or refrains from taking any action in reliance upon the advice of or information from legal counsel, accountants, any person presenting shares for deposit, any registered holder of ADRs, or any other person believed by it to be competent to give such advice or information; or
•: it relies upon any written notice, request, direction, instruction or document believed by it to be genuine and to have been signed, presented or given by the proper party or parties.

Neither the depositary nor its agents have any obligation to appear in, prosecute or defend any action, suit or other proceeding in respect of any deposited securities or the ADRs. We and our agents shall only be obligated to appear in, prosecute or defend any action, suit or other proceeding in respect of any deposited securities or the ADRs, which in our opinion may involve us in expense or liability, if indemnity satisfactory to us against all expense (including fees and disbursements of counsel) and liability is furnished as often as may be required. The depositary and its agents may fully respond to any and all demands or requests for information maintained by or on its behalf in connection with the deposit agreement, any registered holder or holders of ADRs, any ADRs or otherwise related to the deposit agreement or ADRs to the extent such information is requested or required by or pursuant to any lawful authority, including without limitation laws, rules, regulations, administrative or judicial process, banking, securities or other regulators.

The depositary shall not be liable for the acts or omissions made by, or the insolvency of, any securities depository, clearing agency or settlement system. Furthermore, the depositary shall not be responsible for, and shall incur no liability in connection with or arising from, the insolvency of any custodian that is not a branch or affiliate of JPMorgan Chase Bank, N.A. Notwithstanding anything to the contrary contained in the deposit agreement or any ADRs, the depositary shall not be responsible for, and shall incur no liability in connection with or arising from, any act or omission to act on the part of the custodian except to the extent that the custodian committed fraud or willful misconduct in the provision of custodial services to the depositary or (ii) failed to use reasonable care in the provision of custodial services to the depositary as determined in accordance with the standards prevailing in the jurisdiction in which the custodian is located. The depositary and the custodian(s) may use third party delivery services and providers of information regarding matters such as pricing, proxy voting, corporate actions, class action litigation and other services in connection with the ADRs and the deposit agreement, and use local agents to provide extraordinary services such as attendance at annual meetings of issuers of securities. Although the depositary and the custodian will use reasonable care (and cause their agents to use reasonable care) in the selection and retention of such third party providers and local agents, they will not be responsible for any errors or omissions made by them in providing the relevant information or services. The depositary shall not have any liability for the price received in connection with any sale of securities, the timing thereof or any delay in action or omission to act nor shall it be responsible for any error or delay in action, omission to act, default or negligence on the part of the party so retained in connection with any such sale or proposed sale.

The depositary has no obligation to inform ADR holders or other holders of an interest in any ADSs about the requirements of Cayman Islands or People's Republic of China law, rules or regulations or any changes therein or thereto.

Additionally, none of us, the depositary or the custodian shall be liable for the failure by any registered holder of ADRs or beneficial owner therein to obtain the benefits of credits on the basis of non-U.S. tax paid against such holder's or beneficial owner's income tax liability. Neither we nor the

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depositary shall incur any liability for any tax consequences that may be incurred by holders or beneficial owners on account of their ownership of ADRs or ADSs.

Neither the depositary nor its agents will be responsible for any failure to carry out any instructions to vote any of the deposited securities, for the manner in which any such vote is cast or for the effect of any such vote. The depositary may rely upon instructions from us or our counsel in respect of any approval or license required for any currency conversion, transfer or distribution. The depositary shall not incur any liability for the content of any information submitted to it by us or on our behalf for distribution to ADR holders or for any inaccuracy of any translation thereof, for any investment risk associated with acquiring an interest in the deposited securities, for the validity or worth of the deposited securities, for the credit-worthiness of any third party, for allowing any rights to lapse upon the terms of the deposit agreement or for the failure or timeliness of any notice from us. The depositary shall not be liable for any acts or omissions made by a successor depositary whether in connection with a previous act or omission of the depositary or in connection with any matter arising wholly after the removal or resignation of the depositary, provided that in connection with the issue out of which such potential liability arises the depositary performed its obligations without negligence while it acted as depositary. Neither the depositary nor any of its agents shall be liable to registered holders of ADRs or beneficial owners of interests in ADSs for any indirect, special, punitive or consequential damages (including, without limitation, lost profits) of any form incurred by any person or entity, whether or not foreseeable and regardless of the type of action in which such a claim may be brought.

In the deposit agreement each party thereto (including, for avoidance of doubt, each holder and beneficial owner and/or holder of interests in ADRs) irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any suit, action or proceeding against the depositary and/or us directly or indirectly arising out of or relating to the shares or other deposited securities, the ADSs or the ADRs, the deposit agreement or any transaction contemplated therein, or the breach thereof (whether based on contract, tort, common law or any other theory).

The depositary and its agents may own and deal in any class of our securities and in ADSs.

Disclosure of interest in ADSs

To the extent that the provisions of or governing any deposited securities may require disclosure of or impose limits on beneficial or other ownership of deposited securities, other shares and other securities and may provide for blocking transfer, voting or other rights to enforce such disclosure or limits, you agree to comply with all such disclosure requirements and ownership limitations and to comply with any reasonable instructions we may provide in respect thereof. We reserve the right to instruct you to deliver your ADSs for cancellation and withdrawal of the deposited securities so as to permit us to deal with you directly as a holder of shares and, by holding an ADS or an interest therein, you will be agreeing to comply with such instructions.

Books of depositary

The depositary or its agent will maintain a register for the registration, registration of transfer, combination and split-up of ADRs, which register shall include the depositary's direct registration system. Registered holders of ADRs may inspect such records at the depositary's office at all reasonable times, but solely for the purpose of communicating with other holders in the interest of the business of our company or a matter relating to the deposit agreement. Such register may be closed from time to time, when deemed expedient by the depositary.

The depositary will maintain facilities for the delivery and receipt of ADRs.

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Pre-release of ADSs

In its capacity as depositary, the depositary shall not lend shares or ADSs; provided, however, that the depositary may (i) issue ADSs prior to the receipt of shares and (ii) deliver shares prior to the receipt of ADSs for withdrawal of deposited securities, including ADSs which were issued under (i) above but for which shares may not have been received (each such transaction a "pre-release"). The depositary may receive ADSs in lieu of shares under (i) above (which ADSs will promptly be canceled by the depositary upon receipt by the depositary) and receive shares in lieu of ADSs under (ii) above. Each such pre-release will be subject to a written agreement whereby the person or entity (the "applicant") to whom ADSs or shares are to be delivered (a) represents that at the time of the pre-release the applicant or its customer owns the shares or ADSs that are to be delivered by the applicant under such pre-release, (b) agrees to indicate the depositary as owner of such shares or ADSs in its records and to hold such shares or ADSs in trust for the depositary until such shares or ADSs are delivered to the depositary or the custodian, (c) unconditionally guarantees to deliver to the depositary or the custodian, as applicable, such shares or ADSs, and (d) agrees to any additional restrictions or requirements that the depositary deems appropriate. Each such pre-release will be at all times fully collateralized with cash, U.S. government securities or such other collateral as the depositary deems appropriate, terminable by the depositary on not more than five (5) business days' notice and subject to such further indemnities and credit regulations as the depositary deems appropriate. The depositary will normally limit the number of ADSs and shares involved in such pre-release at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), provided, however, that the depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The depositary may also set limits with respect to the number of ADSs and shares involved in pre-release with any one person on a case-by-case basis as it deems appropriate. The depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided in connection with pre-release transactions, but not the earnings thereon, shall be held for the benefit of the ADR holders (other than the applicant).

Appointment

In the deposit agreement, each registered holder of ADRs and each person holding an interest in ADSs, upon acceptance of any ADSs (or any interest therein) issued in accordance with the terms and conditions of the deposit agreement will be deemed for all purposes to:

•: be a party to and bound by the terms of the deposit agreement and the applicable ADR or ADRs, and
•: appoint the depositary its attorney-in-fact, with full power to delegate, to act on its behalf and to take any and all actions contemplated in the deposit agreement and the applicable ADR or ADRs, to adopt any and all procedures necessary to comply with applicable laws and to take such action as the depositary in its sole discretion may deem necessary or appropriate to carry out the purposes of the deposit agreement and the applicable ADR and ADRs, the taking of such actions to be the conclusive determinant of the necessity and appropriateness thereof.

Governing law

The deposit agreement and the ADRs shall be governed by and construed in accordance with the laws of the State of New York. In the deposit agreement, we have submitted to the jurisdiction of the courts of the State of New York and appointed an agent for service of process on our behalf. Notwithstanding the foregoing, (i) any action based on the deposit agreement or the transactions contemplated thereby may be instituted by the depositary and holders in any competent court in the Cayman Islands, Hong Kong, the People's Republic of China and/or the United States, (ii) the depositary may, in its sole discretion, elect to institute any action, controversy, claim or dispute directly or indirectly based on, arising out of or relating to the deposit agreement or the ADRs or the

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transactions contemplated thereby, including without limitation any question regarding its or their existence, validity, interpretation, performance or termination, against any other party or parties to the deposit agreement (including, without limitation, against ADR holders and owners of interests in ADSs), by having the matter referred to and finally resolved by an arbitration conducted under the terms described below, and (iii) the depositary may in its sole discretion require that any action, controversy, claim, dispute, legal suit or proceeding brought against the depositary by any party or parties to the deposit agreement (including, without limitation, by ADR holders and owners of interests in ADSs) shall be referred to and finally settled by an arbitration conducted under the terms described below. Any such arbitration shall be conducted in the English language either in New York, New York in accordance with the Commercial Arbitration Rules of the American Arbitration Association or in Hong Kong following the arbitration rules of the United Nations Commission on International Trade Law (UNCITRAL).

By holding an ADS or an interest therein, registered holders of ADRs and owners of ADSs each irrevocably agree that any legal suit, action or proceeding against or involving us or the depositary, arising out of or based upon the deposit agreement or the transactions contemplated thereby, may only be instituted in a state or federal court in New York, New York, and each irrevocably waives any objection which it may have to the laying of venue of any such proceeding, and irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding.

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there has not been a public market for our common shares or our ADSs, and while application has been made for the ADSs to be listed on the NYSE, a significant public market for the ADSs may not develop or be sustained after this offering. We do not expect that trading market will develop for our common shares not represented by the ADSs. Future sales of substantial amounts of our ADSs in the public markets after this offering, or the perception that such sales may occur, could adversely affect market prices prevailing from time to time. As described below, only a limited number of our common shares currently outstanding will be available for sale immediately after this offering due to contractual and legal restrictions on resale. Nevertheless, after these restrictions lapse, future sales of substantial amounts of our ADSs, including ADSs representing common shares issued upon exercise of outstanding options, in the public market in the United States, or the possibility of such sales, could negatively affect the market price in the United States of our ADSs and our ability to raise equity capital in the future.

Upon the closing of the offering, we will have outstanding common shares, assuming (i) no exercise of the underwriters' option to purchase additional ADSs and (ii) the issuance and sale of Class A common shares in the concurrent private placement based on the assumed initial public offering price of US$ per ADS, the mid-point of the estimated initial public offering price range shown on the front cover page of this prospectus. Of that amount, common shares, including common shares represented by ADSs, will be publicly held by investors participating in this offering, and common shares will be held by our existing shareholders, who may be our "affiliates" as that term is defined in Rule 144 under the Securities Act. As defined in Rule 144, an "affiliate" of an issuer is a person that directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the issuer.

All of the ADSs sold in the offering and the common shares they represent will be freely transferable by persons other than our "affiliates" in the United States without restriction or further registration under the Securities Act. Common shares or ADSs purchased by one of our "affiliates" may not be resold, except pursuant to an effective registration statement or an exemption from registration, including an exemption under Rule 144 of the Securities Act described below.

The common shares held by existing shareholders are, and those common shares issuable upon exercise of options outstanding following the completion of this offering will be, "restricted securities," as that term is defined in Rule 144 under the Securities Act. These restricted securities may be sold in the United States only if they are registered or if they qualify for an exemption from registration under Rule 144 or Rule 701 or other exemptions under the Securities Act. These rules are described below.

Lock-up agreements

The holders of our preferred shares are subject to certain lock-up restrictions in accordance with the investors' rights agreement. See "Related Party Transactions—Other agreements with shareholders—Lock-up commitment."

Furthermore, we have agreed with the underwriters, without the prior written consent of the representatives, for a period of 180 days after the date of this prospectus, not to offer, sell, contract to sell, pledge, grant any option to purchase, purchase any option or contract to sell, right or warrant to purchase, make any short sale, or otherwise dispose of, or file with the SEC a registration statement relating to, and not to announce an intention to offer, sell, contract to sell, pledge, grant any option to purchase, purchase any option or contract to sell, right or warrant to purchase, make any short sale, or otherwise dispose of, or file with the SEC a registration statement relating to:

•: any of our common shares or depositary shares representing our common shares;
•: any shares of our subsidiaries or controlled affiliates or depositary shares representing those shares; or

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•: any securities that are substantially similar to the common shares or depositary shares referred to above, including any securities that are convertible into, exchangeable for or otherwise represent the right to receive common shares, other shares or depositary shares referred to above.

In addition, we have agreed to cause each of our subsidiary and controlled affiliates not to sell, transfer, pledge or otherwise dispose of, and not to announce an intention to sell, transfer, pledge or otherwise dispose of, for a period of 180 days after the date of this prospectus without the prior written consent of the underwriters, any of the securities referred to above.

Furthermore, each of our directors and executive officers and all of our existing shareholders, the holder of warrants, certain option holder and the investors in the concurrent private placement have also entered into a similar 180 day lock-up agreement, subject to certain exceptions, with respect to our common shares, depositary shares representing our common shares and securities that are substantially similar to our common shares or depositary shares representing our common shares. These parties collectively own % of our outstanding common shares without giving effect to this offering.

The restrictions are subject to certain exceptions.

Other than this offering, we are not aware of any plans by any significant shareholders to dispose of significant numbers of our ADSs or common shares. However, one or more existing shareholders or owners of securities convertible or exchangeable into or exercisable for our ADSs or common shares may dispose of significant numbers of our ADSs or common shares. No prediction can be made as to the effect, if any, that future sales of our ADSs or common shares, or the availability of ADSs or common shares for future sale, will have on the market price of our ADSs prevailing from time to time. Sales of substantial amounts of our ADSs or common shares in the public market, or the perception that future sales may occur, could materially and adversely affect the prevailing market price of our ADSs.

After the expiration of the lock-up agreements, the common shares subject to the lock-up agreements, and ADSs representing such shares, will be freely eligible for sale in the public market as described below.

Rule 144

In general, under Rule 144, a person (or persons whose shares are aggregated) who is not deemed to have been an affiliate of ours at any time during the three months preceding a sale, and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months (including any period of consecutive ownership of preceding non-affiliated holders) would be entitled to sell those shares without registration under the Securities Act, subject only to the availability of current public information about us. A non-affiliated person who has beneficially owned restricted securities within the meaning of Rule 144 for at least one year would be entitled to sell those shares without regard to the provisions of Rule 144.

Under Rule 144, our affiliates, or persons selling shares on behalf of our affiliates, who have beneficially owned our restricted common shares for at least six months would be entitled to sell, upon expiration of the lock-up agreements described above, within any three-month period, a number of common shares that does not exceed the greater of:

•: 1% of the number of our common shares then outstanding, in the form of ADSs or otherwise, which will equal approximately common shares immediately after this offering, or if the underwriters exercise in full their option to purchase additional ADSs; and
•: the average weekly trading volume of our ADSs on NYSE during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

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•: Sales under Rule 144 by our affiliates, or persons selling shares on behalf of our affiliates, are also subject to certain manner-of-sale provisions and notice requirements and to the availability of current public information about us.

Rule 701

In general, under Rule 701 of the Securities Act as currently in effect, each of our employees, consultants or advisors who purchases our common shares from us in connection with a compensatory stock plan or other written agreement executed prior to the completion of this offering is eligible to resell such common shares 90 days after the date of this prospectus in reliance on Rule 144, but without compliance with some of the restrictions, including the holding period, contained in Rule 144. However, the Rule 701 shares would remain subject to lock-up arrangements and would only become eligible for sale when the lock-up period expires.

Registration rights

Upon completion of this offering, certain holders of our common shares or their transferees will be entitled to request that we register their shares under the Securities Act, following the expiration of the lock-up agreements described above. See "Description of Share Capital—Registration rights."

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TAXATION

The following discussion of the material Cayman Islands, PRC and U.S. federal income tax consequences of an investment in our ADSs or common shares is based upon laws and relevant interpretations thereof in effect as of the date of this prospectus, all of which are subject to change. This discussion does not deal with all possible tax consequences relating to an investment in our ADSs or common shares, such as the tax consequences under U.S. state, local and other non-income tax laws and tax laws of jurisdiction other than the Cayman Islands, the PRC and the United States. To the extent that the discussion relates to matters of Cayman Islands tax law, it represents the opinion of Maples and Calder, our Cayman Islands counsel. To the extent the discussion relates to matters of PRC tax law, subject to the limitations set forth herein, it represents the opinion of Grandall Law Firm (Shanghai), our PRC counsel. To the extent the discussion relates to matters of U.S. federal income tax law, and subject to the assumptions, qualifications and limitations set forth herein, it represents the opinion of O'Melveny & Myers LLP, our special U.S. counsel.

Cayman Islands taxation

The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or brought within the jurisdiction of the Cayman Islands. The Cayman Islands is not party to any double tax treaties applicable to payments made to or by us. There are no exchange control regulations or currency restrictions in the Cayman Islands.

PRC taxation

We are a holding company incorporated in the Cayman Islands, which directly or indirectly holds our subsidiaries in the PRC. The EIT Law applies a uniform EIT rate of 25% to all domestic enterprises and foreign-invested enterprises, which our PRC subsidiaries are subject to unless otherwise specified.

Under the EIT Law and its Implementing Rules, a PRC withholding tax at the rate of 10% is applicable to dividends payable to investors that are non-resident enterprises, which do not have an establishment or place of business in the PRC or which have such establishment or place of business but such income is not effectively connected with such establishment or place of business, unless otherwise reduced or exempted by relevant tax treaties or similar tax arrangements. In addition, according to the Hong Kong Tax Treaty, a company incorporated in Hong Kong, such as our wholly-owned Hong Kong subsidiaries, eHi Hong Kong and L&L, will be subject to withholding tax at a rate of 5% on dividends it receives from its PRC subsidiaries if it holds a 25% or more interest in such PRC subsidiaries, or 10% if it holds less than a 25% interest in such subsidiaries. However, pursuant to Circular 601, which provides that tax treaty benefits will be denied to "conduit" or shell companies without business substance, and a beneficial ownership analysis will be used based on a "substance over form" principle to determine whether or not to grant tax treaty benefits. On June 29, 2012, the SAT issued Announcement 30, which provides that a comprehensive analysis should be made when determining beneficial owner status based on various factors that are supported by various types of documents, including the articles of association, financial statements, records of cash movements, board meeting minutes, board resolutions, staffing and materials, relevant expenditures, functions and risk assumption as well as relevant contracts and other information. As a result, although our Hong Kong subsidiaries eHi Hong Kong and L&L, each holds an interest of more than 25% in the PRC subsidiaries, it's more likely than not that eHi Hong Kong and L&L, as holding companies without other business substance, would not be entitled to the tax treaty benefits and enjoy the favorable 5% rate applicable under the Hong Kong Tax Treaty on dividends. As of the date of this prospectus, our

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PRC subsidiaries have not paid any dividends, and do not currently plan to pay dividends in the foreseeable future, to our company and our Hong Kong subsidiaries.

The EIT Law and its Implementing Rules provide that enterprises established outside of China whose "de facto management bodies" are located in China are considered PRC "resident enterprises" and will generally be subject to the uniform 25% PRC enterprise income tax rate on their global income. Under the Implementing Rules of the EIT Law, a "de facto management body" is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, accounts and other assets of an enterprise. In addition, Circular 82 provides that certain Chinese-invested enterprises controlled by PRC enterprises or PRC enterprise groups and established outside of China will be classified as resident enterprises if the following are located or resident in China: senior management personnel and departments that are responsible for daily production, operation and management; financial and personnel decision making bodies; key properties, accounting books, company seal, and minutes of board meetings and shareholders' meetings; and half or more of the senior management or directors with voting rights. Circular 82 also clarified that dividends and other income paid by such resident enterprises will be considered to be PRC sourced income and subject to PRC enterprise income tax. However, as Circular 82 only applies to enterprises established outside of China that are controlled by PRC enterprises or PRC enterprise groups, it remains unclear how the tax authorities will determine the location of "de facto management bodies" for overseas incorporated enterprises controlled by foreign individuals and entities like us or our offshore subsidiaries. Each of our company and our offshore subsidiaries is a company incorporated outside the PRC. We believe that neither our company nor any of our offshore subsidiaries meets all the criteria set forth in Circular 82, because as holding companies, their key assets and records, including board and shareholders resolutions and minutes of board meetings and shareholders meetings, are located and maintained outside the PRC. In addition, we are not aware of any offshore holding company with a corporate structure similar to ours that has been deemed a PRC "resident enterprise" by the PRC tax authorities. Therefore, we believe neither our company nor any of our offshore subsidiaries should be deemed as a "resident enterprise" for PRC tax purposes. However, the tax resident status of our offshore entities is subject to determination by relevant PRC tax authorities and uncertainties remain with respect to their interpretation of the term "de facto management body" as applicable to our offshore entities. We will continue to monitor our tax status.

If the PRC tax authorities determine that we should be treated as a resident enterprise for PRC enterprise income tax purposes, a number of unfavorable PRC tax consequences would follow. First, we will be subject to PRC enterprise income tax at a rate of 25% on our worldwide income as well as PRC enterprise income tax reporting obligations. Second, although under the EIT Law and the its Implementing Rules, dividends paid to us from our PRC subsidiaries would qualify as "tax exempted income", we cannot assure you that such dividends paid to our company or our Hong Kong subsidiaries will not be subject to a 10% withholding tax, as the relevant PRC government authorities have not yet issued guidance with respect to the processing of outbound remittances to overseas incorporated enterprises controlled by foreign individuals and entities like us that are treated as resident enterprises for PRC enterprise income tax purposes. Finally, dividends payable by us to our non PRC investors and gains from the transfer of our common shares or ADSs may become subject to PRC withholding tax at a rate of 10% to 20% depending on the nature of the holders. It is unclear if such holders would be able to obtain the benefit of any income tax treaties entered into between China and other countries to reduce or exempt this withholding tax.

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VAT Pilot Program has been expanded to and implemented in other regions, including Beijing, Tianjin, Jiangsu, Zhejiang, Anhui, Fujian, Hubei, Guangdong. On May 24, 2013, the MOF and the SAT jointly issued Notice 37, which expanded the VAT Pilot Program nationwide since August 1, 2013. On December 12, 2013, the MOF and the SAT jointly issued Notice 106, effective on January 1, 2014, which replaced Notice 37 and improved some tax policies in the VAT Pilot Program. As a result of the VAT Pilot program, in general, we are subject to a 17% VAT for car rentals and an 11% VAT for car services.

United States federal income taxation

This discussion describes the material U.S. federal income tax consequences of the purchase, ownership and disposition of our ADSs or common shares by U.S. Holders (as defined below). This discussion does not address any aspect of U.S. federal gift or estate tax, the Medicare tax, or the state, local or non-U.S. tax consequences of an investment in our ADSs or common shares. This discussion applies to U.S. Holders who beneficially own our ADSs or common shares as capital assets for U.S. federal income tax purposes. This discussion does not apply to you if you are a member of a class of holders subject to special rules, such as:

•: dealers in securities or currencies;
•: traders in securities that elect to use a mark-to-market method of accounting for securities holdings;
•: banks or certain financial institutions;
•: insurance companies;
•: tax-exempt organizations;
•: partnerships or other entities treated as partnerships or other pass-through entities for U.S. federal income tax purposes or persons holding ADSs or common shares through any such entities;
•: regulated investment companies or real estate investment trusts;
•: persons that hold ADSs or common shares as part of a hedge, straddle, constructive sale, conversion transaction or other integrated investment;
•: persons whose functional currency is not the U.S. dollar;
•: persons liable for alternative minimum tax;
•: persons who actually or constructively own 10% or more of the total combined voting power of all classes of our shares (including ADSs and common shares) entitled to vote;
•: persons holding ADSs in connection with a trade or business conducted outside of the United States;
•: qualified retirement plans, individual retirement accounts and other tax-deferred accounts;
•: persons that received our ADSs as compensation for services; or
•: U.S. tax expatriates and certain former citizens and long-term residents of the United States.

This discussion is based on the U.S. Internal Revenue Code of 1986, as amended, or the Code, its legislative history, existing and proposed regulations promulgated thereunder, published rulings, court decisions and the income tax treaty between the United States and PRC (the "Treaty"), all as of the date hereof. These laws are subject to change, possibly on a retroactive basis. In addition, this discussion relies on our assumptions regarding the value of our ADSs and common shares and the nature of our business over time.

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Prospective purchasers are urged to consult their own tax advisor concerning the particular U.S. federal income tax consequences to them of the purchase, ownership and disposition of our ADSs or common shares, as well as the consequences to them arising under the laws of any other taxing jurisdiction.

For purposes of the U.S. federal income tax discussion below, you are a "U.S. Holder" if you beneficially own ADSs or common shares and are:

•: an individual citizen or resident of the United States for U.S. federal income tax purposes;
•: a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, that was created or organized in or under the laws of the United States or any state thereof or the District of Columbia;
•: an estate the income of which is subject to U.S. federal income tax regardless of its source; or
•: a trust if (a) a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (b) the trust has a valid election in effect to be treated as a U.S. person.

For U.S. federal income tax purposes, income earned through a U.S. or non-U.S. partnership or other flow-through entity is attributed to its owners. Accordingly, if a partnership or other flow-through entity holds ADSs or common shares, the tax treatment of the holder will generally depend on the status of the partner or other owner and the activities of the partnership or other flow-through entity.

The discussion below assumes that each representation contained in the deposit agreement is true and that each obligation under the deposit agreement and any related agreement will be complied with in accordance with their terms. If you hold ADSs, for U.S. federal income tax purposes, you generally will be treated as the owner of the underlying common shares represented by such ADSs. Accordingly, the conversion of ADSs into common shares will not be subject to U.S. federal income tax.

The U.S. Treasury has expressed concerns that parties to whom American depositary shares are pre-released before shares are delivered to the depositary, or intermediaries in the chain of ownership between holders of American depositary shares and the issuer of the security underlying the American depositary shares, may be taking actions that are inconsistent with the claiming of foreign tax credits by holders of American depositary shares. These actions would also be inconsistent with the claiming of the reduced rate of tax, described below, applicable to dividends received by certain non-corporate holders. Accordingly, the availability of the reduced tax rate for dividends received by certain non-corporate U.S. Holders described below could be affected by actions taken by such parties or intermediaries.

Dividends on ADSs or common shares

Subject to the "—Passive foreign investment company" discussion below, the gross amount of any distributions you receive on your ADSs and common shares (including amounts withheld to reflect PRC withholding taxes, if any) will generally be includible in your gross income on the day you actually or constructively receive such income as dividend income if the distributions are made from our current or accumulated earnings and profits, calculated according to U.S. federal income tax principles. We do not intend to determine our earnings and profits on the basis of U.S. federal income tax principles. Accordingly, distributions paid on our ADSs or common shares, if any, will generally be treated as dividend distributions for U.S. federal income tax purposes. With respect to non-corporate U.S. Holders, certain dividends from a qualified foreign corporation may be subject to a reduced capital gains rate rather than the marginal tax rates generally applicable to ordinary income. A non-U.S. corporation is treated as a qualified foreign corporation with respect to dividends from that corporation on shares (or ADSs backed by such shares) that are readily tradable on an established

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securities market in the United States. U.S. Treasury Department guidance indicates that our ADSs, which we have applied to list on the NYSE, but not our common shares, will be readily tradable on an established securities market in the United States. There can be no assurance that our ADSs will be considered readily tradable on an established securities market in later years. Non-corporate U.S. Holders that do not meet a minimum holding period requirement (more than 60 days of ownership, without protection from the risk of loss, during the 121-day period beginning 60 days before the ex-dividend date) will not be eligible for the reduced rates of taxation regardless of our status as a qualified foreign corporation. You should consult your own tax advisor as to the rate of tax that will apply to you with respect to dividend distributions, if any, you receive from us.

If you are a corporation, you will not be entitled to claim a dividends-received deduction with respect to distributions made by us. Dividends generally will constitute foreign source passive income for purposes of the U.S. foreign tax credit rules. You should consult your own advisor as to your ability, and the various limitations on your ability, to claim foreign tax credits in connection with the receipt of dividends.

Sale or other dispositions of ADSs or common shares

Subject to the "—Passive foreign investment company" discussion below, when you sell or otherwise dispose of ADSs or common shares, you will generally recognize capital gain or loss in an amount equal to the difference between the amount realized on the sale or other disposition and your adjusted tax basis in the ADSs or common shares. Your adjusted tax basis will generally equal the amount you paid for the ADSs or common shares. Any gain or loss you recognize will be long-term capital gain or loss if your holding period in our ADSs or common shares is more than one year at the time of disposition and generally will be U.S. source gain or loss for U.S. foreign tax credit purposes. If you are a non-corporate U.S. Holder, including an individual, any such long-term capital gain will be taxed at preferential rates. Your ability to deduct capital losses will be subject to various limitations. Gains from dispositions of our common shares or ADSs may be subject to PRC tax, if such gains are deemed as incomes derived from sources within China for PRC tax purposes. In that case, a U.S. Holder's amount realized would include the gross amount of the proceeds of the sale or disposition before deduction of the PRC tax. A U.S. Holder that is eligible for the benefits of the Treaty may be able to elect to treat the disposition gain as foreign-source gain for foreign tax credit purposes under the Treaty. U.S. Holders should consult their tax advisers regarding their eligibility for benefits under the Treaty and the creditability of any PRC tax on disposition gains in their particular circumstances.

Passive foreign investment company

If we are a passive foreign investment company or "PFIC" in any taxable year in which you hold our ADSs or common shares, as a U.S. Holder, you would generally be subject to adverse U.S. tax consequences, in the form of increased tax liabilities and special U.S. tax reporting requirements. In general, we will be classified as a PFIC in any taxable year if either: (a) the average quarterly value of our gross assets that produce passive income or are held for the production of passive income is at least 50% of the average quarterly value of our total gross assets (the "asset test") or (b) 75% or more of our gross income for the taxable year is passive income (such as certain dividends, interest or royalties). For purposes of these tests, we will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, at least 25% (by value) of the stock. For purposes of the asset test: (a) any cash and cash invested in short-term, interest bearing, debt instruments, or bank deposits that are readily convertible into cash will generally count as producing passive income or held for the production of passive income and (b) the total value of our assets is calculated based on our market capitalization, as described below.

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We do not expect to be a PFIC for the taxable year 2014 or in the foreseeable future. Our expectation regarding our status as a PFIC is based on assumptions as to our projections of the value of our outstanding stock during the year, adjusted bases of our gross assets, and our use of the proceeds of the initial public offering of our ADSs and common shares and of other cash that we will hold and generate in the ordinary course of our business throughout taxable year 2014. Despite our expectation, there can be no assurance that we will not be a PFIC in 2014 or any future taxable year as PFIC status is tested each taxable year and will depend on the composition of our assets and income in such taxable year. In particular, in determining the average value of our gross assets, the aggregate value of our assets will generally be deemed to be equal to our market capitalization (the sum of the aggregate value of our outstanding equity) plus our liabilities, except for a year in which we are a "controlled foreign corporation" and our shares are not publicly traded on the last day of each quarter of such year, in which case adjusted bases of our gross assets would be used. Therefore, a drop in the market price of our ADSs or common shares and associated decrease in the value of our goodwill would cause a reduction in the value of our non-passive assets for purposes of the asset test. Accordingly, we would likely become a PFIC if our market capitalization were to decrease significantly while we hold substantial cash and cash equivalents. In addition, the application of the PFIC rules is subject to uncertainty in several respects, and there can be no assurance that the U.S. Internal Revenue Service (the "IRS") will not take a contrary position. We could also be a PFIC for any taxable year if the gross income that we and our subsidiaries earn from investing the portion of the cash raised in our initial public offering that exceeds the immediate capital needs of our business is substantial in comparison with the gross income from our business operations. Our PFIC status for the current taxable year 2014 will not be determinable until the close of the taxable year ending December 31, 2014. Our special U.S. counsel expresses no opinion with respect to our expectations contained in this paragraph.

If we were a PFIC for any taxable year during which you held ADSs or common shares, certain adverse U.S. federal income tax rules would apply. You would generally be subject to additional taxes and interest charges on certain "excess" distributions we make and on any gain realized on the disposition or deemed disposition of your ADSs or common shares, regardless of whether we continue to be a PFIC in the year in which you receive an "excess" distribution or dispose of or are deemed to dispose of your ADSs or common shares. Distributions in respect of your ADSs or common shares during a taxable year would generally constitute "excess" distributions if, in the aggregate, they exceed 125% of the average amount of distributions in respect of your ADSs or common shares over the three preceding taxable years or, if shorter, the portion of your holding period before such taxable year.

To compute the tax on "excess" distributions or any gain, (a) the "excess" distribution or the gain would be allocated ratably to each day in your holding period, (b) the amount allocated to the current year and any tax year prior to the first taxable year in which we were a PFIC would be taxed as ordinary income in the current year, (c) the amount allocated to other taxable years would be taxable at the highest applicable marginal rate in effect for that year and (d) an interest charge at the rate for underpayment of taxes for any period described under (c) above would be imposed on the resulting tax liability on any portion of the "excess" distribution or gain that is allocated to such period. In addition, if we were a PFIC, no distribution that you receive from us would qualify for taxation at the reduced capital gains rate discussed in the "—Dividends on ADSs or common shares" section above. If we were a PFIC in any taxable year during which you held our ADSs or common shares, under certain attribution rules, you will be deemed to own your proportionate share of lower-tier PFICs, and will be subject to U.S. federal income tax on (a) a distribution on the shares of a lower-tier PFIC and (b) a disposition of shares of a lower-tier PFIC, both as if you directly held the shares of such lower-tier PFIC.

If we were a PFIC in any year, you would generally be able to avoid the "excess" distribution rules described above by making a timely so-called "mark-to-market" election with respect to your ADSs provided our ADSs are "marketable." Our ADSs will be "marketable" as long as they remain regularly

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traded on a national securities exchange, such as the NYSE. If you made this election in a timely fashion, you would generally recognize as ordinary income or ordinary loss the difference between the fair market value of your ADSs as of the close of your taxable year and your adjusted tax basis in such ADSs. Any ordinary income resulting from this election would generally be taxed at ordinary income rates and would not be eligible for the reduced rate of tax applicable to qualified dividend income. Any ordinary losses would be limited to the extent of the net amount of previously included income as a result of the mark-to-market election, if any. Your basis in the ADSs would be adjusted to reflect any such income or loss. Gain on the sale or other disposition of the ADSs would be treated as ordinary income, and loss on the sale or other disposition of the ADSs or common shares would be treated as ordinary loss, but only to the extent of the net amount previously included in income as a result of the market-to-market election. The mark-to-market election will not be available for any lower tier PFIC that is deemed owned pursuant to the attribution rules discussed above. If we are a PFIC in any year and you do not make a timely mark-to-market election, you will continue to be subject to the adverse U.S. federal income tax rules described above in subsequent years, even if we cease to be a PFIC. You should consult with your own tax advisor regarding potential advantages and disadvantages to you of making a "mark-to-market" election with respect to your ADSs. We do not intend to provide you with the information you would need to make or maintain a "Qualified Electing Fund" election and you will, therefore, not be able to make or maintain such an election with respect to your ADSs or common shares.

If you own our ADSs or common shares during any taxable year that we are a PFIC, you may be required to file an annual IRS Form 8621 on an annual basis, subject to certain exceptions based on the value of the PFIC stock you hold. Each U.S. Holder is advised to consult with its tax advisor concerning the U.S. federal income tax consequences of purchasing, holding and disposing our ADSs or common shares if we are or become classified as a PFIC.

Information reporting and backup withholding

In general, dividend payments with respect to the ADSs or common shares and the proceeds received on the sale or other disposition of ADSs or common shares that are made within the United States or through certain U.S. related intermediaries will be subject to information reporting to the IRS and to backup withholding. Backup withholding will not apply, however, if you (i) come within certain exempt categories and, when required, can demonstrate that fact or (ii) provide a taxpayer identification number, certify you are not subject to backup withholding and otherwise comply with the applicable backup withholding rules. To establish your status as an exempt person, you will generally be required to provide certification on IRS Form W-9. Any amounts withheld from payments to you under the backup withholding rules that exceed your U.S. federal income tax liability will be allowed as a refund or a credit against your U.S. federal income tax liability, provided that you timely furnish the required information to the IRS. Certain U.S. Holders who hold "specified foreign financial assets," including shares of a non-U.S. corporation that is not held in an account maintained by a U.S. "financial institution," the aggregate value of which exceeds $50,000 during the tax year, may be required to attach to their tax returns for the year certain specified information. A U.S. Holder who fails to timely furnish the required information may be subject to a penalty. Each U.S. Holder is advised to consult with its tax advisor regarding the application of the U.S. information reporting rules to their particular circumstances.

PROSPECTIVE PURCHASERS OF OUR ADSs OR COMMON SHARES SHOULD CONSULT WITH THEIR OWN TAX ADVISOR REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES RESULTING FROM PURCHASING, HOLDING OR DISPOSING OF OUR ADSs OR COMMON SHARES, INCLUDING THE APPLICABILITY AND EFFECT OF THE TAX LAWS OF ANY STATE, LOCAL OR NON-U.S. JURISDICTION AND INCLUDING ESTATE, GIFT AND INHERITANCE LAWS.

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UNDERWRITING

We[, the selling shareholders] and the underwriters named below have entered into an underwriting agreement with respect to the ADSs being offered. Subject to certain conditions, each underwriter has severally agreed to purchase, and we [and the selling shareholders] have agreed to sell to them, the number of ADSs indicated in the following table. J.P. Morgan Securities LLC, Goldman Sachs (Asia) L.L.C. and Deutsche Bank Securities Inc. are the representatives of the underwriters. The address of J.P. Morgan Securities LLC is 383 Madison Avenue, New York, New York 10179, United States of America. The address of Goldman Sachs (Asia) L.L.C. is 68th Floor, Cheung Kong Center, 2 Queen's Road Central, Hong Kong. The address of Deutsche Bank Securities Inc. is 60 Wall Street, New York, NY 10005.

Underwriters		Number of ADSs

J.P. Morgan Securities LLC
Goldman Sachs (Asia) L.L.C.
Deutsche Bank Securities Inc.


Total

The underwriters are committed, severally and not jointly, to take and pay for all of the ADSs being offered, if any are taken, other than the ADSs covered by the option described below unless and until this option is exercised. If an underwriter defaults, the underwriting agreement provides that the purchase commitments of the nondefaulting underwriters may be increased or the underwriting agreement may be terminated.

If the underwriters sell more ADSs than the total number set forth in the table above, the underwriters have an option to buy up to an additional ADSs from [us and the selling shareholders] to cover such sales. They may exercise that option for 30 days from the date of this prospectus. If any ADSs are purchased pursuant to this option, the underwriters will severally purchase ADSs in approximately the same proportion as set forth in the table above and will offer such additional ADSs on the same terms as those on which the ADSs are being offered.

The table below shows the per-ADS and total underwriting discounts and commissions we [and the selling shareholders] will pay the underwriters. The underwriting discounts and commissions are determined by negotiations among us[, the selling shareholders,] and the representatives and are a percentage of the offering price to the public. Among the factors to be considered in determining the discounts and commissions are the size of the offering, the nature of the security to be offered and the discounts and commissions charged in comparable transactions.

These amounts are shown assuming both no exercise and full exercise of the underwriters' option to purchase additional ADSs.

Paid by Us	No Exercise	Full Exercise

Per ADS	US$	US$
Total	US$	US$

[Paid by the Selling Shareholders	No Exercise	Full Exercise

Per ADS	US$	US$
Total	US$	US$	]

The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the ADSs offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters reserve the right to withdraw, cancel or modify offers to public and to reject orders in whole or in part.

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Some of the underwriters are expected to make offers and sales both inside and outside the United States through their respective selling agents. Any offers and sales in the United States will be conducted by broker-dealers registered with the SEC. Goldman Sachs (Asia) L.L.C. is expected to make offers and sales in the United States through its selling agent, Goldman, Sachs & Co.

The underwriters have entered into an agreement in which they agree to restrictions on where and to whom they and any dealer purchasing from them may offer ADSs, as a part of the distribution of the ADSs. The underwriters also have agreed that they may sell ADSs among themselves.

ADSs sold by the underwriters to the public will initially be offered at the initial public offering price listed on the cover page of this prospectus. Any ADSs sold by the underwriters to securities dealers may be sold at a price that represents a concession not in excess of US$ per ADS. If all the ADSs are not sold at the initial public offering price, the representatives may change the offering price and the other selling terms.

We have agreed with the underwriters not to, without the prior written consent of the representatives, for a period of 180 days following the date of this prospectus, offer, sell, contract to sell, pledge, grant any option to purchase, purchase any option or contract to sell, right or warrant to purchase, make any short sale, file a registration statement with respect to, or otherwise dispose of (including entering into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequence of ownership interests) any of our securities that are substantially similar to our shares or ADSs, including but not limited to any options or warrants to purchase our shares, ADSs or any securities that are convertible into or exchangeable for, or that represent the right to receive, our shares, ADSs or any such substantially similar securities (other than securities issued pursuant to employee share option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date such lock-up provision was executed). We have also agreed to cause our subsidiaries and controlled affiliates to abide by the restrictions of the lock-up agreement.

Furthermore, each of our directors and executive officers and all of our existing shareholders, the holder of warrants, certain option holder, as well as Dongfeng Asset Management and Kunyu Capital, the investors in the concurrent private placement, has entered into a similar lock-up agreement for a period of 180 days from the date of this prospectus, subject to certain exceptions, with respect to our common shares, ADSs and securities that are substantially similar to our common shares or ADSs.

[In addition, we will instruct JPMorgan Chase Bank, N.A., as the depositary, not to accept any deposit of any common shares or issue any ADSs for 180 days after the date of this prospectus. The foregoing does not affect the right of ADS holders to cancel their ADSs and withdraw the underlying common shares.]

Prior to this offering, there has been no public market for the common shares or ADSs. The initial public offering price is determined by negotiations between us[, the selling shareholders,] and the representatives. Among the factors considered in determining the initial public offering price are our future prospects and those of our industry in general, our sales, earnings and certain other financial and operating information in recent periods; and the price-earnings ratios, price-sales ratios and market prices of securities and certain financial and operating information of companies engaged in activities similar to ours. Neither we nor the underwriters can assure investors that an active trading market will develop for our ADSs, or that the ADSs will trade in the public market at or above the initial public offering price.

Concurrently with, and subject to, the completion of this offering, Dongfeng Asset Management and Kunyu Capital have each agreed to purchase from us US$ million and US$ million, respectively, in Class A common shares at a price per share equal to the initial public offering price adjusted to reflect the ADS-to-common-share ratio. Assuming an initial offering price of US$ per ADS, the mid-point of the estimated range of the initial public

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offering price shown on the front cover page of this prospectus, Dongfeng Asset Management and Kunyu Capital will purchase and Class A common shares from us, respectively. Our proposed issuance and sale of Class A common shares to these investors are being made through private placement pursuant to an exemption from registration with the SEC, under Regulation S of the Securities Act. Each of these investors has agreed with the underwriters not to, directly or indirectly, sell, transfer or dispose of any Class A common shares acquired in the concurrent private placement for a period of 180 days after the date of this prospectus, subject to certain exceptions.

We have applied to have the ADSs listed on the NYSE under the symbol "EHIC."

To facilitate this offering of the ADSs, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the ADSs. Specifically, the underwriters may sell more ADSs than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short position is no greater than the number of ADSs available for purchase by the underwriters under the option to purchase additional ADSs. The underwriters can close out a covered short sale by exercising the option to purchase additional ADSs or purchasing ADSs in the open market. In determining the source of ADSs to close out a covered short sale, the underwriters will consider, among other things, the open market price of ADSs compared to the price available under the option to purchase additional ADSs. The underwriters may also sell ADSs in excess of the option to purchase additional ADSs, creating a naked short position. The underwriters must close out any naked short position by purchasing ADSs in the open market. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the ADSs in the open market after pricing that could adversely affect investors who purchase in this offering. In addition, to stabilize the price of the ADSs, the underwriters may bid for, and purchase, ADSs in the open market. Finally, the underwriting syndicate may reclaim selling concessions allowed to an underwriter or a dealer for distributing the ADSs in this offering, if the syndicate repurchases previously distributed ADSs to cover syndicate short positions or to stabilize the price of the ADSs. Any of these activities may stabilize or maintain the market price of the ADSs above independent market levels. The underwriters are not required to engage in these activities, and may end any of these activities at any time.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portion of the underwriting discounts received by it because the representatives have repurchased ADSs sold by or for the account of such underwriter in stabilizing or short covering transactions. Purchases to cover a short position and stabilizing transactions may have the effect of preventing or retarding a decline in the market price of the ADSs, and together with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of the ADSs. As a result, the price of the ADSs may be higher than the price that otherwise might exist in the open market. If these activities are commenced, they are required to be conducted in accordance with applicable laws and regulations, and they may be discontinued at any time. These transactions may be effected on the NYSE, in the over-the-counter market or otherwise.

The underwriters have informed us that they do not intend sales to discretionary accounts to exceed five percent of the total number of ADSs offered by them.

We [and the selling shareholders] have agreed to indemnify the several underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the underwriters may be required to make in respect of these liabilities, losses and expenses.

We currently anticipate that we will undertake a directed share program pursuant to which we will direct the underwriters to reserve up to ADSs offered in this offering for sale at the initial public offering price to directors, officers, employees, business associates and related persons through a directed share program. The number of ADSs available for sale to the general public in the

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public offering will be reduced to the extent these persons purchase any reserved ADSs. Any ADSs not so purchased will be offered by the underwriters to the general public on the same basis as the other ADSs offered hereby.

No action has been or will be taken by us or by any underwriter in any jurisdiction except in the United States that would permit a public offering of the ADSs, or the possession, circulation or distribution of a prospectus or any other material relating to us and the ADSs in any country or jurisdiction where action for that purpose is required. Accordingly, the ADSs may not be offered or sold, directly or indirectly, and neither this prospectus nor any other material or advertisements in connection with the ADSs may be distributed or published, in or from any country or jurisdiction except in compliance with any applicable rules and regulations of any such country or jurisdiction.

A prospectus in electronic format will be made available on the websites maintained by one or more of the underwriters or one or more securities dealers. One or more of the underwriters may distribute prospectuses electronically. Certain underwriters may agree to allocate a number of ADSs for sale to their online brokerage account holders. ADSs to be sold pursuant to an Internet distribution will be allocated on the same basis as other allocations. In addition, ADSs may be sold by the underwriters to securities dealers who resell ADSs to online brokerage account holders.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. From time to time, the underwriters have provided, and may continue to provide, investment banking and other financial advisory services to us for which they have received or will receive customary fees and expenses.

In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve securities and instruments of the issuer.

This prospectus may be used by the underwriters and other dealers in connection with offers and sales of the ADSs, including the ADSs initially sold by the underwriters in the offering being made outside of the United States, to persons located in the United States.

Cayman Islands. This prospectus does not constitute a public offer of the ADSs or common shares, whether by way of sale or subscription, in the Cayman Islands. Each underwriter may not offer or sell, directly or indirectly, any ADSs or common shares in the Cayman Islands.

European Economic Area. In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, a "Relevant Member State"), from and including the date on which the European Union Prospectus Directive (the "EU Prospectus Directive") was implemented in that Relevant Member State (the "Relevant Implementation Date") an offer of securities described in this prospectus may not be made to the public in that Relevant Member State prior to the publication of a prospectus in relation to the ADSs which has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the EU Prospectus Directive, except that, with effect from and including the Relevant Implementation Date, an offer of securities described in this prospectus may be made to the public in that Relevant Member State at any time:

•: to any legal entity which is a qualified investor as defined under the EU Prospectus Directive;

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•: to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than qualified investors as defined in the EU Prospectus Directive); or
•: in any other circumstances falling within Article 3(2) of the EU Prospectus Directive, provided that no such offer of securities described in this prospectus shall result in a requirement for the publication by us of a prospectus pursuant to Article 3 of the EU Prospectus Directive.

For the purposes of this provision, the expression an "offer of securities to the public" in relation to any securities in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the same may be varied in that Member State by any measure implementing the EU Prospectus Directive in that Member State. The expression "EU Prospectus Directive" means Directive 2003/71/EC (and any amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State) and includes any relevant implementing measure in each Relevant Member State, and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

United Kingdom. This prospectus is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling with Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this prospectus or any of its contents.

Switzerland. The ADSs may not be offered or sold to any investors in Switzerland other than on a non-public basis. This prospectus does not constitute a prospectus within the meaning of Article 652a and Art. 1156 of the Swiss Code of Obligations ( Schweizerisches Obligationenrecht ). Neither this offering nor the ADSs have been or will be approved by any Swiss regulatory authority.

Hong Kong. The ADSs may not be offered or sold in Hong Kong, by means of any document, other than (a) to "professional investors" as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance or (b) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance. No advertisement, invitation or document relating to the ADSs may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to ADSs which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

People's Republic of China. This prospectus may not be circulated or distributed in the PRC and the ADSs may not be offered or sold, and will not offer or sell to any person for re-offering or resale, directly or indirectly, to any resident of the PRC except pursuant to applicable laws and regulations of the PRC. For the purpose of this paragraph, PRC does not include Taiwan and the special administrative regions of Hong Kong and Macau.

Singapore. This prospectus or any other offering material relating to the ADSs has not been registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act, Chapter 289 of Singapore, or the SFA. Accordingly, the underwriters have severally represented,

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warranted and agreed that (a) they have not offered or sold any of the ADSs or caused the ADSs to be made the subject of an invitation for subscription or purchase and it will not offer or sell any of the ADSs or cause the ADSs to be made the subject of an invitation for subscription or purchase, and (b) they have not circulated or distributed, and they will not circulate or distribute, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the ADSs, whether directly or indirectly, to the public or any member of the public in Singapore other than (i) to an institutional investor as specified in Section 274 of the SFA, (ii) to a relevant person (as defined in Section 275 of the SFA) and in accordance with the conditions specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Taiwan. The ADSs have not been and will not be registered or filed with, or approved by, the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and may not be offered or sold in Taiwan through a public offering or in circumstances which constitute an offer within the meaning of the Securities and Exchange Act of Taiwan or relevant laws and regulations that require a registration, filing or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorized to offer or sell the ADSs in Taiwan.

Japan. The ADSs have not been and will not be registered under the Securities and Exchange Law of Japan, or the Securities and Exchange Law, and ADSs will not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for reoffering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to any exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

Canada. The ADSs may not be offered or sold, directly or indirectly, in any province or territory of Canada or to or for the benefit of any resident of any province or territory of Canada except pursuant to an exemption from the requirement to file a prospectus in the province or territory of Canada in which the offer or sale is made and only by a dealer duly registered under applicable laws in circumstances where an exemption from applicable registered dealer registration requirements is not available.

United Arab Emirates and Dubai International Financial Centre. This offering of the ADSs has not been approved or licensed by the Central Bank of the United Arab Emirates (the "UAE"), the Emirates Securities and Commodities Authority or any other relevant licensing authority in the UAE, including any licensing authority incorporated under the laws and regulations of any of the free zones established and operating in the territory of the UAE, in particular the Dubai Financial Services Authority (the "DFSA"), a regulatory authority of the Dubai International Financial Centre (the "DIFC"). This offering does not constitute a public offer of securities in the UAE, DIFC and/or any other free zone in accordance with the Commercial Companies Law, Federal Law No. 8 of 1984 (as amended), DFSA Offered Securities Rules and the Dubai International Financial Exchange Listing Rules, respectively, or otherwise.

The ADSs may not be offered to the public in the UAE and/or any of the free zones. The ADSs may be offered and this prospectus may be issued, only to a limited number of investors in the UAE or any of its free zones who qualify as sophisticated investors under the relevant laws and regulations of the UAE or the free zone concerned. The ADSs will not be offered, sold, transferred or delivered to the public in the UAE or any of its free zones.

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EXPENSES RELATING TO THIS OFFERING

Set forth below is an itemization of the total expenses, excluding underwriting discounts and commissions that are expected to be incurred in connection with the offer and sale of the ADSs by us. With the exception of the SEC registration fee, the Financial Industry Regulatory Authority, Inc., or FINRA, filing fee and the NYSE listing fee, all amounts are estimates.

		US$

SEC registration fee
NYSE listing fee
FINRA filing fee
Printing and engraving expenses
Legal fees and expenses
Accounting fees and expenses
Miscellaneous


Total		US$

These expenses will be borne by us. Underwriting discounts and commissions will be borne by us [and the selling shareholders] in proportion to the numbers of ADSs sold in the offering by us [and the selling shareholders, respectively.]

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LEGAL MATTERS

The validity of the ADSs and certain other legal matters as to the United States federal and New York law in connection with this offering will be passed upon for us by O'Melveny & Myers LLP. Certain legal matters as to the United States federal and New York law in connection with this offering will be passed upon for the underwriters by Shearman & Sterling LLP. The validity of the common shares represented by the ADSs offered in this offering and certain other legal matters as to Cayman Islands law will be passed upon for us by Maples and Calder. Legal matters as to PRC law will be passed upon for us by Grandall Law Firm (Shanghai) and for the underwriters by Commerce & Finance Law Offices. O'Melveny & Myers LLP may rely upon Maples and Calder with respect to matters governed by Cayman Islands law and Grandall Law Firm (Shanghai) with respect to matters governed by PRC law. Shearman & Sterling LLP may rely upon Commerce & Finance Law Offices with respect to matters governed by PRC law.

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EXPERTS

The financial statements as of December 31, 2012 and 2013 and for each of the two years ended December 31, 2013, included in this prospectus have been so included in reliance on the report of PricewaterhouseCoopers Zhong Tian LLP, an independent registered public accounting firm, given authority of said firm as experts in auditing and accounting.

The office of PricewaterhouseCoopers Zhong Tian LLP is located at 11/F PricewaterhouseCoopers Center, 2 Corporate Avenue, 202 Hu Bin Road, Huangpu District, Shanghai 200021, People's Republic of China.

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WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form F-1, including relevant exhibits and securities under the Securities Act with respect to underlying common shares represented by the ADSs, to be sold in this offering. We have also filed with the SEC a related registration statement on F-6 to register the ADSs. This prospectus, which constitutes a part of the registration statement, does not contain all of the information contained in the registration statement. We encourage you to read the registration statement on Form F-1 and its exhibits and schedules for further information with respect to us and our ADSs.

Immediately upon completion of this offering we will become subject to periodic reporting and other informational requirements of the Exchange Act as applicable to foreign private issuers. Accordingly, we will be required to file reports, including annual reports on Form 20-F, and other information with the SEC. We will be required to file our annual report on Form 20-F within 120 days after the end of each fiscal year. All information filed with the SEC can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents, upon payment of a duplicating fee, by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference rooms. You may also obtain additional information over the Internet at the SEC's website at www.sec.gov .

As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing the furnishing and content of proxy statements to shareholders under the federal proxy rules contained in Sections 14(a), (b) and (c) of the Exchange Act, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we will not be required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act. However, we intend to furnish the depositary with our annual reports, which will include a review of operations and annual audited combined financial statements prepared in conformity with U.S. GAAP, and all notices of shareholders' meeting and other reports and communications that are made generally available to our shareholders. The depositary will make such notices, reports and communications available to holders of ADSs and, upon our written request, will mail to all record holders of ADSs the information contained in any notice of a shareholders' meeting received by the depositary from us.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of December 31, 2012 and 2013		F-3
Consolidated Statements of Comprehensive Loss for the Years Ended December 31, 2012 and 2013		F-5
Consolidated Statements of Changes in Shareholders' Deficit for the Years Ended December 31, 2012 and 2013		F-6
Consolidated Statements of Cash Flows for the Years Ended December 31, 2012 and 2013		F-7
Notes to the Consolidated Financial Statements		F-8
Unaudited Interim Condensed Consolidated Balance Sheets as of June 30, 2014 and December 31, 2013		F-48
Unaudited Interim Condensed Consolidated Statements of Comprehensive Loss for the Six Months ended June 30, 2013 and 2014		F-50
Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders' Deficit for the Six Months ended June 30, 2013 and 2014		F-51
Unaudited Interim Condensed Consolidated Statements of Cash Flows for the Six Months ended June 30, 2013 and 2014		F-52
Notes to the Unaudited Interim Condensed Consolidated Financial Statements		F-53

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACOUNTING FIRM

To the Board of Directors and Shareholders of eHi Car Services Limited:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of comprehensive loss, changes in shareholders' deficit and cash flows present fairly, in all material respects, the financial position of eHi Car Services Limited (previously known as Prudent Choice International Limited or eHi Auto Services Limited) and its subsidiaries at December 31, 2013 and 2012, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2013 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers Zhong Tian LLP
Shanghai, the People's Republic of China
June 30, 2014

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EHI CAR SERVICES LIMITED

CONSOLIDATED BALANCE SHEETS

AS OF DECEMBER 31, 2012 AND 2013
(RMB, except share data and per share data, or otherwise noted)

	As of December 31,

	2012		2013
	RMB		RMB		US$ (Note 2(d))
ASSETS
Current assets:
Cash and cash equivalents		133,453,484		630,733,451		101,672,166
Restricted cash		—		30,247,232		4,875,755
Accounts receivable, net of allowance for doubtful accounts of RMB3,513,353 and RMB5,041,727 as of December 31, 2012 and 2013, respectively		51,734,218		63,907,848		10,301,736
Prepaid expenses and other current assets		54,004,372		78,853,099		12,710,861


Total current assets		239,192,074		803,741,630		129,560,518


Property and equipment, net		844,379,519		1,062,331,035		171,244,283
Intangible assets		29,010,757		29,977,317		4,832,245
Vehicle purchase deposits		—		119,172,859		19,210,275
Other non-current assets		4,076,640		11,199,026		1,805,246


Total assets		1,116,658,990		2,026,421,867		326,652,567




LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable		5,516,204		6,554,239		1,056,522
Accrued expenses and other current liabilities		112,126,898		105,142,801		16,948,676
Income tax payable		4,691,624		2,137,874		344,618
Short-term borrowings		171,822,524		219,640,421		35,405,316
Convertible bonds		237,615,377		—		—


Total current liabilities		531,772,627		333,475,335		53,755,132


Long-term borrowings		6,483,257		375,726,271		60,565,844
Other non-current liabilities		5,250,000		350,000		56,419


Total liabilities		543,505,884		709,551,606		114,377,395




Commitments and contingencies (Note 16)

The accompanying notes are an integral part of the consolidated financial statements

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EHI CAR SERVICES LIMITED

CONSOLIDATED BALANCE SHEETS (continued)

AS OF DECEMBER 31, 2012 AND 2013
(RMB, except share data and per share data, or otherwise noted)

	As of December 31,

	2012			2013
	RMB			RMB			US$ (Note 2(d)
Mezzanine equity:
Class A convertible redeemable preferred shares, US$0.001 par value, 10,427,373 shares authorized, nil and 10,427,373 shares issued and outstanding as of December 31, 2012 and 2013, respectively, and nil outstanding on a pro forma basis as of December 31, 2013		—			295,199,496			47,585,192
Series A convertible redeemable preferred shares, US$0.001 par value, 5,000,000 shares authorized, 5,000,000 and 5,000,000 shares issued and outstanding as of December 31, 2012 and 2013, respectively, and nil outstanding on a pro forma basis as of December 31, 2013		64,138,820			68,146,852			10,985,049
Series B convertible redeemable preferred shares, US$0.001 par value, 12,123,314 shares authorized, 12,123,314 and 12,123,314 shares issued and outstanding as of December 31, 2012 and 2013, respectively, and nil outstanding on a pro forma basis as of December 31, 2013		291,988,956			327,058,282			52,720,724
Series C convertible redeemable preferred shares, US$0.001 par value, 18,721,302 shares authorized, 17,348,382 and 17,348,382 shares issued and outstanding as of December 31, 2012 and 2013, respectively, and nil outstanding on a pro forma basis as of December 31, 2013		501,093,982			575,422,644			92,756,245
Series D convertible redeemable preferred shares, US$0.001 par value, 10,000,000 shares authorized, 10,000,000 and 10,000,000 shares issued and outstanding as of December 31, 2012 and 2013, respectively, and nil outstanding on a pro forma basis as of December 31, 2013		312,418,008			377,488,481			60,849,907
Series E convertible redeemable preferred shares, US$0.001 par value, 18,554,545 shares authorized, nil and 18,554,545 shares issued and outstanding as of December 31, 2012 and 2013, respectively, and nil outstanding on a pro forma basis as of December 31, 2013		—			630,205,581			101,587,075


Total mezzanine equity		1,169,639,766			2,273,521,336			366,484,192




Shareholders' deficit:
Common shares, US$0.001 par value, 114,155,384 and 425,173,466 shares authorized, 6,096,842 shares issued and outstanding as of December 31, 2012 and 2013, respectively, and 79,550,456 outstanding on a pro forma basis as of December 31, 2013		40,281			40,281			6,493
Additional paid-in capital		—			—			—
Accumulated other comprehensive income		2,190,932			6,582,044			1,061,004
Accumulated deficit		(598,717,873	)		(963,273,400	)		(155,276,517	)


Total shareholders' deficit		(596,486,660	)		(956,651,075	)		(154,209,020	)


Total liabilities, mezzanine equity and shareholders' deficit		1,116,658,990			2,026,421,867			326,652,567

The accompanying notes are an integral part of the consolidated financial statements.

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EHI CAR SERVICES LIMITED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(RMB, except share data and per share data, or otherwise noted)

	For the Year Ended December 31,

	2012			2013
	RMB			RMB			US$ (Note 2(d))
Net revenues:
Car rentals		293,690,906			377,013,398			60,773,325
Car services		156,394,296			189,380,989			30,527,595


Total net revenues		450,085,202			566,394,387			91,300,920


Vehicle operating expenses		(432,447,657	)		(526,446,044	)		(84,861,378	)
Selling and marketing expenses		(38,208,704	)		(40,439,439	)		(6,518,705	)
General and administrative expenses		(94,431,599	)		(112,416,394	)		(18,121,155	)
Other operating income		11,041,085			13,549,728			2,184,172


Total operating expenses		(554,046,875	)		(665,752,149	)		(107,317,066	)


Loss from operations		(103,961,673	)		(99,357,762	)		(16,016,146	)
Interest income		1,145,936			360,323			58,083
Interest expense		(66,635,720	)		(50,880,171	)		(8,201,717	)
Other income (expense), net		(1,046,232	)		(1,108,275	)		(178,650	)


Loss before income taxes		(170,497,689	)		(150,985,885	)		(24,338,430	)
Provision for income taxes		(5,212,399	)		(1,228,145	)		(197,973	)


Net loss		(175,710,088	)		(152,214,030	)		(24,536,403	)


Accretion on Series A convertible redeemable preferred shares to redemption value		(9,066,909	)		(4,008,032	)		(646,083	)
Accretion on Series B convertible redeemable preferred shares to redemption value		(38,553,700	)		(35,069,326	)		(5,653,060	)
Accretion on Series C convertible redeemable preferred shares to redemption value		(63,108,024	)		(74,328,662	)		(11,981,537	)
Accretion on Series D convertible redeemable preferred shares to redemption value		(44,324,631	)		(65,070,473	)		(10,489,147	)
Accretion on Series E convertible redeemable preferred shares to redemption value		—			(7,094,798	)		(1,143,658	)
Accretion on Class A convertible redeemable preferred shares to redemption value		—			(5,563,627	)		(896,838	)
Deemed contribution from preferred shareholders at extinguishment of convertible bonds		—			16,750,848			2,700,182
Deemed dividends to preferred shareholders at extinguishment of convertible bonds and promissory notes		—			(44,163,640	)		(7,119,034	)
Modification of warrants		—			(1,021,523	)		(164,666	)


Net loss attributable to common shareholders		(330,763,352	)		(371,783,263	)		(59,930,244	)




Net loss		(175,710,088	)		(152,214,030	)		(24,536,403	)
Changes in cumulative foreign currency translation adjustment, net of tax of nil		1,475,502			4,391,112			707,833


Comprehensive loss		(174,234,586	)		(147,822,918	)		(23,828,570	)




Weighted average number of common shares used in computing net loss per share
Basic		6,096,842			6,096,842			6,096,842
Diluted		6,096,842			6,096,842			6,096,842
Net loss per share attributable to common shareholders
Basic		(54.25	)		(60.98	)		(9.83	)
Diluted		(54.25	)		(60.98	)		(9.83	)

The accompanying notes are an integral part of the consolidated financial statements.

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EHI CAR SERVICES LIMITED

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(RMB, except share data and per share data, or otherwise noted)

	Common shares

	Common shares				Additional paid-in capital				Accumulated deficit			Total shareholders' deficit
	Shares		Amount		Additional paid-in capital				Accumulated deficit			Total shareholders' deficit
Balance as of January 1, 2012		6,096,842		40,281		—		715,430		(286,208,579	)		(285,452,868	)
Issuance of warrants		—		—		11,570,602		—		—			11,570,602
Share-based compensation		—		—		6,683,456		—		—			6,683,456
Accretion on Series A convertible redeemable preferred shares to redemption value		—		—		(9,066,909	)	—		—			(9,066,909	)
Accretion on Series B convertible redeemable preferred shares to redemption value		—		—		(9,187,149	)	—		(29,366,551	)		(38,553,700	)
Accretion on Series C convertible redeemable preferred shares to redemption value		—		—		—		—		(63,108,024	)		(63,108,024	)
Accretion on Series D convertible redeemable preferred shares to redemption value		—		—		—		—		(44,324,631	)		(44,324,631	)
Net loss		—		—		—		—		(175,710,088	)		(175,710,088	)
Foreign currency translation adjustments		—		—		—		1,475,502		—			1,475,502


Balance as of December 31, 2012		6,096,842		40,281		—		2,190,932		(598,717,873	)		(596,486,660	)


Modification of warrants		—		—		1,021,523		—		(1,021,523	)		—
Share-based compensation		—		—		6,206,213		—		—			6,206,213
Accretion on Series A convertible redeemable preferred shares to redemption value		—		—		(4,008,032	)	—		—			(4,008,032	)
Accretion on Series B convertible redeemable preferred shares to redemption value		—		—		(19,970,552	)	—		(15,098,774	)		(35,069,326	)
Accretion on Series C convertible redeemable preferred shares to redemption value		—		—		—		—		(74,328,662	)		(74,328,662	)
Accretion on Series D convertible redeemable preferred shares to redemption value		—		—		—		—		(65,070,473	)		(65,070,473	)
Accretion on Series E convertible redeemable preferred shares to redemption value		—		—		—		—		(7,094,798	)		(7,094,798	)
Accretion on Class A convertible redeemable preferred shares to redemption value		—		—		—		—		(5,563,627	)		(5,563,627	)
Deemed contribution from preferred shareholders at extinguishment of convertible bonds		—		—		16,750,848		—		—			16,750,848
Deemed dividends to preferred shareholders at extinguishment of convertible bonds and promissory notes		—		—		—		—		(44,163,640	)		(44,163,640	)
Net loss		—		—		—		—		(152,214,030	)		(152,214,030	)
Foreign currency translation adjustments		—		—		—		4,391,112		—			4,391,112


Balance as of December 31, 2013		6,096,842		40,281		—		6,582,044		(963,273,400	)		(956,651,075	)

The accompanying notes are an integral part of the consolidated financial statements.

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EHI CAR SERVICES LIMITED

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(RMB, except share data and per share data, or otherwise noted)

	For the Year Ended December 31,

	2012			2013
	RMB			RMB			US$ (Note 2(d))
Cash flows from operating activities:
Net loss		(175,710,088	)		(152,214,030	)		(24,536,403	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Provision for doubtful accounts		1,725,814			1,528,374			246,369
Depreciation and amortization		167,206,739			196,321,328			31,646,355
Amortization of convertible bonds issuance costs		972,795			486,398			78,406
Accretion of convertible bonds		36,329,859			10,716,803			1,727,514
Share-based compensation		6,683,456			6,206,213			1,000,421
Changes in operating assets and liabilities:
Accounts receivable		(20,086,149	)		(13,702,004	)		(2,208,718	)
Prepaid expenses and other assets		(15,618,097	)		(25,459,370	)		(4,103,967	)
Income tax payable		2,265,726			(2,553,750	)		(411,656	)
Accounts payable		1,713,747			1,038,035			167,328
Accrued expenses and other liabilities		20,636,207			(10,304,516	)		(1,661,055	)


Net cash provided by operating activities		26,120,009			12,063,481			1,944,594


Cash flows from investing activities:
Purchase of property and equipment		(286,617,921	)		(601,126,867	)		(96,899,682	)
Purchase of intangible assets		(5,838,946	)		(5,946,900	)		(958,621	)
Proceeds from disposal of property and equipment		19,498,069			60,767,542			9,795,529
Increase in restricted cash		—			(30,247,232	)		(4,875,755	)


Net cash used in investing activities		(272,958,798	)		(576,553,457	)		(92,938,529	)


Cash flows from financing activities:
Proceeds from issuance of convertible redeemable preferred shares		298,832,000			624,546,000			100,674,769
Payment of convertible redeemable preferred shares issuance costs		(15,392,645	)		(3,921,134	)		(632,074	)
Proceeds from exercise of warrants		222,558			—			—
Proceeds from issuance of convertible promissory notes		—			130,387,080			21,017,970
Payment for redemption of convertible bonds		—			(104,939,300	)		(16,915,871	)
Proceeds from borrowings		194,080,565			820,020,827			132,184,671
Repayment of borrowings		(156,016,072	)		(402,959,916	)		(64,955,819	)


Net cash provided by financing activities		321,726,406			1,063,133,557			171,373,646


Effect of exchange rate changes on cash and cash equivalents		(62,444	)		(1,363,614	)		(219,809	)
Net increase in cash and cash equivalent		74,825,173			497,279,967			80,159,902
Cash and cash equivalents-beginning of year		58,628,311			133,453,484			21,512,264


Cash and cash equivalents-end of year		133,453,484			630,733,451			101,672,166




Supplemental disclosure of cash flow information
Cash paid for interests		29,364,799			56,550,056			9,115,684
Cash paid for income taxes		871,322			3,781,895			609,629
Supplemental disclosure of non-cash investing and financing activities:
Sales of property and equipment included in receivables		3,424,742			4,095,005			660,101
Changes in vehicle purchase deposits		(11,131,658	)		119,172,859			19,210,275
Conversion of convertible promissory notes to Class A convertible redeemable preferred shares		—			150,824,865			24,312,474
Conversion of convertible bonds to Class A convertible redeemable preferred shares		—			138,811,004			22,375,879

The accompanying notes are an integral part of the consolidated financial statements.

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EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

On August 3, 2007, eHi Car Services Limited (the "Company"), formerly known as Prudent Choice Limited or eHi Auto Services Limited, was incorporated in the Cayman Islands by Ray Ruiping Zhang (the "Founder"). The Company, through its subsidiaries, provides car rentals and car services to corporate clients and individual customers in the People's Republic of China ("PRC"). The Company and its subsidiaries began offering services in 2006 through Shanghai eHi Business Co., Ltd. ("eHi Business"), which was incorporated on January 11, 2006. The Company's business initially focused on providing car services to premium corporate clients. In May 2008, the Company began to provide car rentals to individual customers.

As of December 31, 2013, the Company's principal subsidiaries are as follows:

				Place of incorporation

Shuzhi Information Technology (Shanghai) Co., Ltd. ("Shuzhi")	100	%	March 21, 2008	PRC
Shanghai eHi Car Rental Co., Ltd ("eHi Rental").	100	%	March 10, 2008	PRC
Beijing eHi Car Rental Co., Ltd. (subsidiary of eHi Rental)	100	%	August 20, 2008	PRC
Chongqing eHi Car Rental Co., Ltd. (subsidiary of eHi Rental)	100	%	December 5, 2009	PRC
eHi Auto Services (Hong Kong) Holding Limited.	100	%	September 24, 2010	Hong Kong
Shanghai Smart Brand Auto Driving Services Co., Ltd. ("Shanghai Smart Brand", subsidiary of Shuzhi)	100	%	April 13, 2011	PRC
Ehi Auto Services (Jiangsu) Co., Ltd. (subsidiary of eHi Hong Kong)	100	%	December 23, 2011	PRC
Shanghai eHi Chengshan Car Rental Co., Ltd. (subsidiary of eHi Rental)	100	%	August 16, 2012	PRC
L&L Financial Leasing Holding Limited	100	%	October 17, 2013	Hong Kong

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a): Basis of presentation

The consolidated financial statements of the Company and its subsidiaries are prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

(b): Principles of consolidation

The consolidated financial statements include the financial statements of the Company and its subsidiaries. All inter-company transactions and balances have been eliminated upon consolidation.

(c): Use of estimates

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EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

from such estimates. Significant accounting estimates reflected in the Company's consolidated financial statements include allowance for doubtful accounts, costs related to customer loyalty programs, useful lives and residual values of vehicles, impairment of intangibles and long-lived assets, valuation of share-based awards and forfeiture rates, assumptions used in determining the fair value of the warrants, and beneficial conversion features.

(d): Foreign currency and foreign currency translation

The Company uses Renminbi ("RMB") as its reporting currency. The functional currency of the Company and its subsidiaries incorporated outside of PRC is the United States dollar ("US$"), while the functional currency of the PRC entities is RMB as determined based on the criteria of ASC 830, Foreign Currency Matters.

Transactions denominated in other than the functional currencies are re-measured into the functional currency of the entity at the exchange rates prevailing on the transaction dates. Foreign currency denominated financial assets and liabilities are re-measured at the balance sheet date exchange rate. The resulting exchange differences are included in the consolidated statements of comprehensive loss as general and administrative expenses.

Assets and liabilities of the Company and its subsidiaries incorporated outside of PRC are translated into RMB at fiscal year-end exchange rates. Income and expense items are translated at average exchange rates prevailing during the fiscal year. Translation adjustments arising from these are reported as foreign currency translation adjustments and are shown as a component of other comprehensive income or loss in the consolidated statements of changes in shareholders' deficit.

The unaudited United States dollar ("US$") amounts disclosed in the accompanying financial statements are presented solely for the convenience of the readers. Translations of amounts from RMB into US$ for the convenience of the reader were calculated at the rate of US$1.00 = RMB6.2036 on June 30, 2014, representing the noon buying rate in The City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Board. No representation is made that the RMB amounts could have been, or could be, converted into US$ at such rate.

(e): Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents and accounts receivable.

The Company deposits its cash and cash equivalents with financial institutions located in jurisdictions where the subsidiaries are located. The Company believes that no significant credit risk exists as these banks are principally government-owned financial institutions with high credit quality.

When providing services, the Company generally requires individual customers to make advance payments, or a deposit from the corporate clients before the services are rendered. Accounts receivable primarily represents those receivables derived in the ordinary course of business in relation to corporate clients. The Company offers payment term in the range of 45 – 60 days to all corporate clients. Substantially all revenue was derived from customers located in China.

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EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

No single customer accounted for more than 10% of the Company's consolidated accounts receivable as of December 31, 2012 and 2013, nor for more than 10% of the Company's consolidated net revenues in any of the periods presented either.

(f): Cash and cash equivalents

Cash and cash equivalents consist of cash in banks, which are unrestricted as to withdrawal or use.

(g): Restricted cash

Restricted cash includes cash and cash equivalents that are not readily available for our normal disbursements. Restricted cash and cash equivalents are primarily related to cash deposits with banks and financial institutions required as part of our notes payable arrangements (Note 6).

(h): Accounts receivable, net of allowance for doubtful accounts

Accounts receivable mainly consist of amounts due from the Company's corporate clients, which are recognized and carried at the original invoice amount less an allowance for doubtful accounts. The Company performs ongoing credit evaluation of its customers, and assesses allowance for doubtful accounts based upon expected collectability based on the age of the receivables and factors surrounding the credit risk of specific customers.

(i): Property and equipment, net

Property and equipment is stated at cost, less accumulated depreciation and impairment. Initial cost is comprised of the purchase price, plus any costs directly attributable to bringing the property and equipment to the location and condition necessary for its intended use. Depreciation of property and equipment is calculated on a straight-line basis, after consideration of expected useful lives and estimates of residual values. The Company begins depreciating vehicles when they are ready for their intended use. The estimated useful lives of these assets are generally as follows:


Vehicles		3 – 4 years
In-car equipment		3 years
Office furniture and equipment		5 years
Software		3 – 5 years
Leasehold improvements		Over the shorter of the lease term or the estimated useful life of the asset 1 – 5 years

Construction in progress represents offices under construction and newly acquired vehicles which have not yet been placed in service. Construction in progress is transferred to property and equipment and depreciation commences when the asset is ready for its intended use.

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EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Vehicles

A vehicle is considered ready for its intended use generally when the license plate for the vehicle is obtained, the vehicle is insured, and when GPS tracking devices is installed. Expenditures for repairs and maintenance of vehicles are expensed as incurred. The Company expects to hold its vehicles for a period of approximately 3 – 4 years before their disposal. The estimated residual value of vehicles were made based on the current market price for used vehicles obtained from used vehicles dealers or the used car market of similar models.

The Company monitors accounting estimates relating to vehicles on a quarterly basis, including the depreciation rates and estimated residual value of vehicles. Changes made to estimates are reflected in vehicle-related depreciation expense on a prospective basis. Gain or loss on disposal of vehicles is recognized as an adjustment to depreciation expense as part of vehicle operating expenses in the consolidated statements of comprehensive loss. The Company recorded losses of RMB4,602,078 and RMB9,117,467 on disposal of vehicles for the years ended December 31, 2012 and 2013, respectively. The Company adjusts the net carrying value of vehicles to zero if the vehicle has been inactive and could not be tracked via the installed GPS system for more than six months; such loss is recorded in the consolidated statements of comprehensive loss as vehicle operating expenses.

(j): Intangible assets

Intangible assets are substantially comprised of car rental operating licenses and vehicle license plates acquired from third parties and local administration authorities of which the gross carrying value totaled RMB29,010,757 and RMB29,977,317 as of December 31, 2012 and 2013, respectively.

The car rental operating licenses are originally assigned a fixed operating period, which can be extended upon expiration without significant additional cost. The Company also believes that there is no significant risk involved in the car rental operating license renewal process. Further, there are no legal, regulatory, or contractual provisions of which the Company is aware that may limit the useful life of such licenses. As such, the Company considers such car rental operating licenses to be indefinite-lived and carries them at cost less any subsequent impairment losses. Vehicle license plates do not expire and require no renewal. Therefore, they are similarly considered to be indefinite-lived and are carried at cost less any subsequent accumulated impairment losses.

(k): Impairment of intangible assets and long-lived assets

The Company evaluates the intangible assets and long-lived assets for impairment whenever events or changes in circumstances indicate that the assets might be impaired. For long-lived assets, when these events occur, the Company evaluates the impairment by comparing the carrying value of the assets to an estimate of future undiscounted cash flows expected to be generated from the use of the assets and their eventual disposition. For indefinite lived assets, the impairment test consists of a comparison of the fair value of the intangible asset with its carrying value. If the carrying value of the intangible asset exceeds its fair value, which is generally determined using the market approach based on transactions of similar assets in the active market, an impairment loss is recognized. No impairment charges were recognized for the years ended December 31, 2012 and 2013.

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EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(l): Deposits and advances from customers

Customer deposits: The Company collects deposits from corporate clients upon entering into negotiated contracts, and such amount is refundable at the end of the contract period provided no contract violations are noted. For individual customers, the Company collects additional amounts from them upon return of the rental vehicle based on the estimated repair and other relevant costs. In situations where the contract is violated or damage is caused to the vehicle, customer deposits received is used to offset expenses incurred in the period such incidents occur, and the excess amount is returned to customers. The Company records a loss on the consolidated statements of comprehensive loss if expenses incurred for repair exceeds the customer deposit amounts.

Advances from customers: Individual customers pay in advance prior to the rental vehicle pick-up. Payments received from customers are initially recorded as advances from customers and are recognized as revenues when revenue recognition criteria are met.

(m): Revenue recognition

Revenue from car rentals and car services are generally recognized over the rental period. Revenue from the sale of gasoline is recognized when the vehicle is returned and is based on the actual volume of gasoline consumed or a contracted fee paid by the customer. For car rentals, payments are generally collected from customers in advance, and are recorded as advances from customers in the consolidated balance sheets until the revenue recognition criteria are met. Customers who purchase car services are generally on credit terms, and the initial credit evaluation is conducted before customer credits are extended. Revenue is recognized when collectability is reasonably assured and all other revenue recognition criteria are met.

Occasionally, the Company engages contracted service providers in offering car services to its customers where the Company currently does not provide such services in certain cities or such services exceed the Company's existing capacity. The end customers sign service contracts directly with the Company in such arrangement and the Company is the party who is responsible for customers' acceptance for services rendered. In case of customer disputes, the Company resolves customer complaints and is solely responsible for refunding customers their payments. Therefore, the Company is considered the primary obligor in the transaction. The Company also determines the service fee and bears the credit risk. As a result, the Company recognizes this revenue under this arrangement on a gross basis.

In the accompanying consolidated statements of comprehensive loss, revenue is presented net of business tax, VAT and other related surcharges. Vehicle operating expenses associated with car rentals and car services have not been presented separately as the Company cannot reasonably and reliably estimate and allocate expenses to each of the revenue streams.

(n): Customer loyalty program

The Company has a customer loyalty program where registered members earn points upon eligible purchases and such points can be redeemed for free rental periods, mileage upgrades, and other free

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EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

gifts. The Company estimates the incremental costs associated with the Company's future obligation to its customers, and records them as selling and marketing expense in the consolidated statements of comprehensive loss. Unredeemed membership points are recorded in accrued expenses and other current liabilities in the consolidated balance sheets. The Company adjusts the liability associated with the customer loyalty program based on the Company's estimate of future redemption of membership points prior to their expiration, which is three years from the day the membership points are awarded. As of December 31, 2012 and 2013, the accrued liabilities associated with the customer loyalty program are RMB3,962,605 and RMB3,074,703, respectively.

(o): Advertising costs

The Company expenses advertising costs as incurred. Total advertising expenses were RMB23,616,338 and RMB24,793,826 for the years ended December 31, 2012 and 2013, respectively, and were recorded in sales and marketing expenses in the consolidated statements of comprehensive loss.

(p): Taxation

Deferred income taxes are recognized for temporary differences between the tax bases of assets and liabilities and their reported amounts in the consolidated financial statements, net operating loss carry forwards and credits. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided in accordance with the laws of the relevant taxing authorities. Deferred tax assets and liabilities are measured using enacted rates expected to apply to taxable income in which temporary differences are expected to be received or settled. The effect on deferred tax assets and liabilities of changes in tax rates is recognized in the statement of operations in the period of the enactment of the change. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on the characteristics of the underlying assets and liabilities, or the expected timing of their use when they do not relate to a specific asset or liability.

The Company considers positive and negative evidence when determining whether a portion or all of its deferred tax assets will more likely than not be realized. This assessment considers, among other matters, the nature, frequency and severity of current and cumulative losses, forecasts of future profitability, the duration of statutory carry-forward periods, its experience with tax attributes expiring unused, and its tax planning strategies. The ultimate realization of deferred tax assets is dependent upon its ability to generate sufficient future taxable income within the carry-forward periods provided for in the tax law and during the periods in which the temporary differences become deductible. When assessing the realization of deferred tax assets, the Company has considered possible sources of taxable income including (i) future reversals of existing taxable temporary differences, (ii) future taxable income exclusive of reversing temporary differences and carry-forwards, (iii) future taxable income arising from implementing tax planning strategies, and (iv) specific known trend of profits expected to be reflected for a company operating in the car rental industry.

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EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The Company recognizes a tax benefit associated with an uncertain tax position when, in its judgment, it is more likely than not that the position will be sustained upon examination by a taxing authority. For a tax position that meets the more-likely-than-not recognition threshold, the Company initially and subsequently measures the tax benefit as the largest amount that the Company judges to have a greater than 50% likelihood of being realized upon ultimate settlement with a taxing authority. The Company's liability associated with unrecognized tax benefits is adjusted periodically due to changing circumstances, such as the progress of tax audits, case law developments and new or emerging legislation. Such adjustments are recognized entirely in the period in which they are identified. The Company's effective tax rate includes the net impact of changes in the liability for unrecognized tax benefits and subsequent adjustments as considered appropriate by management. The Company classify interest and penalties recognized on the liability for unrecognized tax benefits as income tax expense.

(q): Government grants and subsidy income

The Company receives government grants and subsidies in the PRC from various levels of local governments from time to time which are granted for general corporate purposes and to support its ongoing operations in the region. The Company is also entitled to receive financial subsidies in relation to the VAT Pilot Program as discussed in Note 8. These government subsidies are recorded as other operating income on the consolidated statement of comprehensive loss in the period cash is received.

(r): Fair value measurements

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

The three levels of inputs that may be used to measure fair value include:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Observable, market-based inputs, other than quoted prices, in active markets for identical assets or liabilities.

Level 3: Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

F-14

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EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

amounts of the short-term financial instruments approximate their fair values due to the short-term maturity of these instruments. The Company does not use derivative instruments to manage risk.

The carrying value of long-term borrowings approximate their fair values at December 31, 2012 and 2013 as the interest rates they bear reflect the current market yield for comparable borrowings. The fair value of the convertible bonds as of December 31, 2012 was RMB273,452,106 (US$43,505,227), calculated using the option pricing model and was allocated with common shares, preferred shares, warrants and share-based awards on a fully diluted basis. The convertible bonds are classified as level 3 instruments as the valuation was determined based on significant inputs not observed in the market, and reflect the Company's own assumptions in measuring fair value. Significant inputs used in developing the fair value of the convertible bonds include time to maturity, risk-free interest rate, underlying equity value, straight debt discount rate, and stock price volatility. See Note 13 to the notes to the consolidated financial statements. The convertible bonds were both amended and converted into class A shares in the year ended December 31, 2013, as disclosed in Note 9.

As the inputs used in developing the fair value for level 3 instruments are unobservable, and require significant management, a change in these inputs could result in a significant change in the fair value measurement.

(s): Warrant

The Company recorded common and convertible preferred share warrants issued to investors in accordance with their classification. Warrants classified as liabilities are initially recorded at fair value with gains and losses arising from changes in fair value recognized in the consolidated statements of comprehensive loss during the periods in which such instruments are outstanding. Warrants classified as equity are initially recorded at fair value and subsequent changes in fair value are not recognized as long as the warrants continue to be classified as equity.

If warrants are subsequently modified through an amendment, the Company assesses its impact on classification and measurement. For equity-classified instruments issued to preferred share investors that remain equity-classified after the modification, the Company recognizes in retained earnings (or paid-in-capital in the absence of retained earnings) the changes in the fair value of the instrument before and after the modification. The Company's equity-classified warrants were modified in 2013 as disclosed in Note 12.

(t): Vehicle purchase deposits

The Company purchases vehicles through car dealers and makes advance payments in the ordinary course of business before title of vehicles are transferred to the Company. As the advance payments will be converted into property and equipment, which is a non-current asset, vehicle purchase deposits are accordingly classified as non-current assets on the consolidated balance sheets.

(u): Share-based compensation

The Company recognizes share-based compensation based on the grant date fair value of equity awards, with compensation expense recognized over the period in which the grantee is required to

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EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

provide services to the Company in exchange for the equity award. Share-based compensation expense is classified in the consolidated statements of comprehensive loss based upon the job function of the grantee. For the years ended December 31, 2012 and 2013, the Company recognized share-based compensation expense of RMB6,683,456 and RMB6,206,213, respectively, as follows:

	For the Year Ended December 31,

	2012		2013
Vehicle operating expenses		80,631		28,544
Selling and marketing expenses		34,815		8,573
General and administrative expenses		6,568,010		6,169,096


Total		6,683,456		6,206,213

(v): Debt issuance cost

The Company incurs costs in connection with debt issuance, such as legal and accounting fees. Debt issuance costs are initially recorded as prepaid expense and other current assets on the consolidated balance sheets, and are amortized to interest expense over the term of the respective borrowings using the effective interest method.

(w): Earnings (loss) per share

Basic earnings (loss) per share is computed by dividing net income (loss) attributable to common shareholders by the weighted average number of common shares outstanding during the period using the two-class method. Under the two-class method, net income is allocated between common shares and other participating securities based on their participating rights. Net loss is not allocated to other participating securities if based on their contractual terms they are not obligated to share in the losses. Diluted earnings (loss) per share is calculated by dividing net income (loss) attributable to common shareholders by the weighted average number of common and dilutive common equivalent shares outstanding during the period. Common equivalent shares consist of shares issuable upon the conversion of the preferred shares using the if-converted method, and shares issuable upon the exercise of share options using the treasury stock method. Common equivalent shares are not included in the denominator of the diluted loss per share calculation when inclusion of such shares would be anti-dilutive.

(x): Segment reporting

In accordance with ASC 280, Segment Reporting, the Company's chief operating decision maker, the Chief Executive Officer, reviews the consolidated results when making decisions about allocating resources and assessing performance of the Company as a whole and hence, the Company has only one reportable segment. The Company does not distinguish between markets or segments for the purpose of internal reporting. The Company's long-lived assets are substantially all located in the PRC and substantially all of the Company's revenues are derived from within the PRC, Therefore, no geographical segments are presented.

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Table of Contents

EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(y): Recently issued accounting standards

In February 2013, the FASB issued an authoritative pronouncement related to reporting of amounts reclassified out of accumulated other comprehensive income. Under the guidance, an entity is required to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income if the amount being reclassified is required under U.S. generally accepted accounting principles ("U.S. GAAP") to be reclassified in its entirety to net income. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference other disclosures required under U.S. GAAP that provide additional details about those amounts. The guidance is effective prospectively for reporting periods beginning after December 15, 2012 for public entities. The adoption of this guidance did not have an impact on the Company's consolidated financial statements.

In March 2013, the FASB issued an authoritative pronouncement related to parent's accounting for the cumulative translation adjustment upon derecognition of certain subsidiaries or groups of assets within a foreign entity or of an Investment in a foreign entity. Under the guidance, the cumulative translation adjustment should be released into net income when a reporting entity (parent) ceases to have a controlling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business within a foreign entity. A pro rata portion of the cumulative translation adjustment should be released into net income upon a partial sale of an equity method investment which is a foreign entity. For public entities, this ASU is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company is in the process of evaluating the impact of the standard on its consolidated financial statements.

In July 2013, the FASB issued ASU No. 2013-11, "Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists," an amendment to FASB ASC Topic 740, Income Taxes, or "FASB ASC Topic 740." This update clarifies that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward if such settlement is required or expected in the event the uncertain tax position is disallowed. In situations where a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction or the tax law of the jurisdiction does not require, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. For public entities, this ASU is effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. The Company is in the process of evaluating the impact of the standard on its consolidated financial statements.

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Table of Contents

EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

periods within those years, beginning after December 15, 2014. The Company is in the process of evaluating the impact of the standard on its consolidated financial statements.

In May 2014, the FASB and IASB issued their converged standard on revenue recognition. The objective of the revenue standard ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)" is to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries, and across capital markets. The revenue standard contains principles that an entity will apply to determine the measurement of revenue and timing of when it is recognized. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. For public companies, the revenue standard is effective for the first interim period within annual reporting periods beginning after December 15, 2016 and early adoption is not permitted. The Company is in the process of evaluating the impact of the standard on its consolidated financial statements.

3. ALLOWANCE FOR DOUBTFUL ACCOUNTS

Allowance for doubtful accounts are primarily comprised of allowances for accounts receivable. An analysis of allowance for doubtful accounts for the years ended December 31, 2012 and 2013 is as follows:

	As of December 31

	2012		2013
Balance, beginning of the year		1,787,539		3,513,353
Provision for doubtful accounts		1,725,814		1,528,374


Balance, end of the year		3,513,353		5,041,727

4. PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist of the following:

	As of December 31,

	2012		2013
Prepaid insurance expense		26,432,473		36,726,579
Staff advance		7,850,131		9,375,763
Rental deposits		4,072,273		4,709,220
Prepaid gasoline and repair supplies		5,611,220		6,848,754
Receivable from disposal of vehicles		3,424,742		4,095,005
VAT deductible		—		5,187,218
Prepaid rental expense		2,364,391		2,582,377
Others		4,249,142		9,328,183


		54,004,372		78,853,099

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EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

5. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following:

	As of December 31,

	2012			2013
Vehicles		1,040,900,069			1,318,007,461
In-car equipment		9,269,240			21,344,112
Leasehold improvement		1,745,000			6,981,902
Software		2,355,983			9,406,495
Office furniture and equipment		10,731,620			15,287,077


Property and equipment subject to depreciation		1,065,001,912			1,371,027,047
Less: accumulated depreciation		(251,450,624	)		(377,095,835	)


Subtotal		813,551,288			993,931,212
Construction in progress		30,828,231			68,399,823


Property and equipment, net		844,379,519			1,062,331,035

The Company recorded depreciation expense relating to vehicles and in-car equipment of RMB165,198,848 and RMB190,462,987 for the years ended December 31, 2012 and 2013, respectively, as the vehicle operating expenses in the consolidated statements of comprehensive loss. Depreciation expense of other property and equipment totaled RMB2,007,891 and RMB5,858,341 for the years ended December 31, 2012 and 2013, respectively, were recorded in the consolidated statements of comprehensive loss as operating expenses.

As of December 31, 2012 and 2013, vehicles and in-car equipment with an aggregate initial cost of RMB35,784,456 and RMB523,916,545, respectively, were used as collateral in relation to certain long-term borrowing arrangements as disclosed in Note 6.

6. BORROWINGS

	As of December 31,

	2012		2013
Short-term borrowings		163,530,105		109,157,440
Long-term borrowings, current portion		8,292,419		110,482,981


Subtotal		171,822,524		219,640,421
Long-term borrowings, non-current portion		6,483,257		375,726,271


Total		178,305,781		595,366,692

F-19

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EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

6. BORROWINGS (Continued)

Short-term borrowings

	As of December 31,

	2012		2013
Notes payable		—		84,157,440
Short-term bank borrowings guaranteed by a third-party guarantee agent		45,000,000		25,000,000
Short-term bank borrowings guaranteed by the Founder, Ray Ruiping Zhang		118,530,105		—


Total short-term bank borrowings		163,530,105		109,157,440

The Company is required to maintain a certain balance of cash deposit in designated bank accounts for the notes payable outstanding as of December 31, 2013. Such required cash deposit of RMB30,247,232 is classified as restricted cash on the consolidated balance sheets as of December 31, 2013.

The weighted average interest rate on short-term bank borrowings was 6.67% and 6.38% for the years ended December 31, 2012 and 2013, respectively.

Long-term borrowings

	As of December 31,

	2012		2013
Long-term bank borrowing guaranteed by a third-party guarantee agent		—		40,000,000
Long-term borrowings		14,775,676		446,209,252


Total long-term borrowings		14,775,676		486,209,252

Long-term bank borrowing guaranteed by a third-party guarantee agent

In 2013, the Company entered into a long-term loan facility agreement with a bank for which the total loan facility up to RMB80,000,000 is made available to the Company. As of December 31, 2013, the principal amount outstanding under this agreement was RMB40,000,000, with interest rate of 6.77% per annum. The principal and interest are payable quarterly over three years. The loan was guaranteed by a third-party guarantee agent, and the Company pledged 20.73% of a consolidated subsidiary's equity interest to the third-party guarantee agent as collateral of the long-term bank borrowing arrangement. Equity interests pledged represented 10.3% of the Company's consolidated net assets as of December 31, 2013.

Long-term borrowings

F-20

Table of Contents

EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

6. BORROWINGS (Continued)

interest rates in the range of 10.2% and 10.5% per annum. The loans were collateralized by vehicles with an aggregate initial cost of RMB35,784,456. As of December 31, 2012 and 2013, principal outstanding under these agreements was RMB14,310,677 and RMB6,268,988, respectively.

In 2013, the Company entered into a long-term borrowing agreement with a third-party financing company for purchase of certain vehicles. Principal amount of this long-term borrowing was RMB100,118,610 with an interest rate of 11% per annum. Principal is payable at the end of the borrowing term, which was three years from the contract date, and interest is payable quarterly over the term of the borrowing arrangement. This loan was collateralized by vehicles with an aggregate initial cost of RMB101,792,920. Additionally, the Company pledged 100% of a consolidated subsidiary's equity interest to the third-party financing company. As of December 31, 2013, the principal outstanding under this agreement was RMB100,194,941. Equity interests pledged represented less than 1% of the Company's consolidated net assets as of December 31, 2013.

In 2013, in connection with purchase of vehicles, the Company entered into borrowing agreements with several third-party financing companies for an aggregate principal amount of RMB403,433,000. Principal and interest are payable monthly over three years and bear interest in at 8.6%-13% per annum. These borrowings were collateralized by vehicles and in-car equipment with an aggregate initial cost of RMB386,339,169. As of December 31, 2013, the total amount outstanding under these agreements was RMB339,745,323.

The undrawn loan facilities available to the Company totaled RMB40,000,000 as of December 31, 2013.

The Company's short-term and long-term borrowing arrangements include certain restrictive covenants that, among other things, limit the Company's ability to incur additional indebtedness or create new mortgages or charges, request the Company to maintain its shareholding structure and make timely reports. Certain borrowing covenants also post restrictions on the use of proceeds and asset sales, and require the Company to provide notice or obtain consent for significant corporate events. The Company did not violate any financial covenants during the years ended December 31, 2012 and 2013.

Future principal maturities of long-term borrowings as of December 31, 2013 are as follows:

Years Ended December 31,	Amount

	(RMB)
2014		110,482,981
2015		104,291,005
2016		271,435,266


Total		486,209,252

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EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

7. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following:

	As of December 31,

	2012		2013
Customer deposits		13,932,584		16,413,804
Advance from customers		13,535,005		20,242,845
Accrued employee payroll and welfare		18,413,614		25,661,622
Accrued advertising expense		8,155,822		6,720,290
Accrued professional service fees		7,438,085		2,320,000
Accrued interest payable on convertible bonds		9,836,377		—
Accrued liability related to customer loyalty program		3,962,606		3,074,703
Others		36,852,805		30,709,537


Total		112,126,898		105,142,801

8. TAXATION

(a): Transition from PRC business tax to PRC VAT

The VAT Pilot Program for transition from business tax to VAT for certain services revenues was launched in Shanghai on January 1, 2012. Since August 1, 2012, the VAT Pilot Program was expanded to and completed in other regions, including Beijing, Tianjin, Jiangsu, Zhejiang, Anhui, Fujian, Huebei, Guangdong, Xiangmen and Shenzhen, and the VAT Pilot Program was further expanded to nationwide as of August 1, 2013. Prior to the VAT Pilot Program, the Company and its subsidiaries was subject to 5% business tax for revenues from car rental service and designated driving service. After the launch of the VAT Pilot Program, the Company is subject to 17% VAT for the revenues from car rental service and 11% VAT for the revenues from designated driving service, respectively. Furthermore, a 3% simplified VAT rate is applied for car rental services in Shanghai and Beijing if the rented car was purchased and registered with local tax authorities in Shanghai before January 1, 2012 and in Beijing before September 1, 2012.

The VAT input, generated from purchase of vehicles and other property and equipment, and certain business tax paid by the branches and subsidiaries can be used to deduct the VAT payable relating to taxable revenues.

In February 2012, relevant local government authorities in Shanghai issued a notice which provided a temporary financial subsidy for companies incorporated in Shanghai which are subject to higher tax burden due to the VAT Pilot Program. The notice did not specify the duration of such financial subsidy program nor the timing of subsidy remittance. The Company accounts for such government subsidy as other operating income upon cash receipt.

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Table of Contents

EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

8. TAXATION (Continued)

(b): Income Taxes

Cayman Islands

Under the current laws of the Cayman Islands, the Company is not subject to tax on income or capital gain. Additionally, upon payments of dividends to the shareholders, no Cayman Islands withholding tax will be imposed.

Hong Kong

Entities incorporated in Hong Kong are subject to Hong Kong profits tax at a rate of 16.5% since January 1, 2010. The operation in Hong Kong has incurred net accumulated operating losses for income tax purposes and no income tax provisions are recorded for the period presented.

PRC

On March 16, 2007, the National People's Congress of the PRC enacted an Enterprise Income Tax Law ("EIT Law"), under which Foreign Investment Enterprises ("FlEs") and domestic companies would be subject to EIT at a uniform rate of 25%. The EIT law became effective on January 1, 2008.

The EIT Law also provides that an enterprise established under the laws of a foreign country or region but whose "de facto management body" is located in the PRC be treated as a resident enterprise for PRC tax purposes and consequently be subject to the PRC income tax at the rate of 25% for its global income. The Implementing Rules of the EIT Law merely define the location of the "de facto management body" as "the place where the exercising, in substance, of the overall management and control of the production and business operation, personnel, accounting, properties, etc., of a non-PRC company is located." Based on a review of surrounding facts and circumstances, the Company does not believe that it is likely that its entities registered outside of the PRC should be considered as resident enterprises for PRC tax purposes.

The EIT Law also imposes a withholding income tax of 10% on dividends distributed by a FIE to its immediate holding company outside of China, if such immediate holding company is considered as a non-resident enterprise without any establishment or place within China or if the received dividends have no connection with the establishment or place of such immediate holding company within China, unless such immediate holding company's jurisdiction of incorporation has a tax treaty with China that provides for a different withholding arrangement. The Cayman Islands, where the Company incorporated, does not have such tax treaty with China. According to the arrangement between the mainland China and Hong Kong Special Administrative Region on the Avoidance of Double Taxation and Prevention of Fiscal Evasion in August 2006, dividends paid by an FIE in China to its immediate holding company in Hong Kong will be subject to withholding tax at a rate of no more than 5% (if the foreign investor owns directly at least 25% of the shares of the FIE). In accordance with accounting guidance, all undistributed earnings are presumed to be transferred to the parent company and are subject to the withholding taxes. All FIEs are subject to the withholding tax from January 1, 2008. Under U.S. GAAP, undistributed earnings are presumed to be transferred to the parent company and are subject to the withholding taxes. The presumption may be overcome if the Company has sufficient evidence to demonstrate that the undistributed dividends will be re-invested and the remittance of the

F-23

Table of Contents

EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

8. TAXATION (Continued)

dividends will be postponed indefinitely. The Company did not record any dividend withholding tax, as it has no retained earnings for any of the periods presented.

Reconciliation of the differences between statutory tax rate and the effective tax rate

As the Company had net operating losses for the years ended December 31, 2012 and 2013, it has not incurred any PRC income taxes for those periods, with the exception of two operating entities in the PRC which incurred income tax expenses in 2013.

The following table sets forth reconciliation between the statutory EIT rate and the effective tax rate:

	For the Year Ended December 31,

	2012			2013
Statutory income tax rate		25%			25%
Permanent differences		(4%	)		(7%	)
Different tax rates in other jurisdictions		(9%	)		(5%	)
Change in valuation allowance		(15%	)		(14%	)


Effective tax rate		(3%	)		(1%	)

Deferred tax assets

The following table sets forth the significant components of the deferred tax assets:

	As of December 31,

	2012			2013
Current:
Deferred tax assets:
Accrued payroll and other expenses		9,589,607			12,554,436
Allowance for doubtful accounts		878,338			1,260,432
Less: valuation allowance		(10,467,945	)		(13,814,868	)


Total current deferred tax assets, net		—			—




Non-current:
Deferred tax assets:
Net operating loss carry forwards		24,619,511			42,445,648
Temporary difference on property and equipment		8,509,967			9,888,250
Others		943,533			—
Less: valuation allowance		(34,073,011	)		(52,333,898	)


Total non-current deferred tax assets, net		—			—


Total deferred tax assets, net		—			—

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Table of Contents

EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

8. TAXATION (Continued)

Movement of valuation allowance

	For the year ended December 31,

	2012		2013
Current:
Balance at beginning of the period		8,384,821		10,467,945
Current period addition		2,083,124		3,346,923


Balance at the end of the period		10,467,945		13,814,868




Non-current:
Balance at beginning of the period		11,148,212		34,073,011
Current period addition		22,924,799		18,260,887


Balance at the end of the period		34,073,011		52,333,898

As of December 31, 2013, the Company had net operating loss carryforwards of approximately RMB169,249,509 which arose from the subsidiaries established in the PRC. The carryforward period for net operating losses under the EIT law is five years. The loss carryforwards will expire in varying amounts between 2014 to 2018 if not utilized. Other than the expiration, there are no other limitations or restrictions upon the Company's ability to use these operating loss carryforwards.

A valuation allowance is provided against deferred tax assets when the Company determines that it is more likely than not that the deferred tax assets will not be utilized in the future or before their expiration. In making such determination, the Company evaluates a variety of factors including the Company's operating history, accumulated deficit, existence of taxable temporary differences and reversal periods.

The Company has incurred net accumulated operating losses for income tax purposes since its inception. The Company believes that it is more likely than not that these net accumulated operating losses and other deferred tax assets will not be utilized in the future. Therefore, the Company has provided full valuation allowances for the deferred tax assets as of December 31, 2012 and 2013. Interest and penalties related to income tax matters, if any, are included in provision for income taxes.

Uncertain tax positions

The Company evaluates the level of authority for each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of December 31, 2012 and 2013, the Company did not have any significant unrecognized uncertain tax positions.

9. CONVERTIBLE BONDS

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EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

9. CONVERTIBLE BONDS (Continued)

RMB181,603,636 (US$28,000,000) and the conversion of previously issued 2011 Notes to both existing shareholders and new investors. The CB is guaranteed by the Founder, Ray Ruiping Zhang, and bears cash interest at 8% per annum which is payable annually.

Redemption

The CB is redeemable in the event of default or at maturity at an amount equal to the sum of (i) the subscription price, (ii) cash interest payment accrued and outstanding, and (iii) an amount equal to an internal return rate of 15% per annum less interest previously paid and interest accrued and outstanding ("Redemption Amount"). An event of default includes, among other things, the failure to pay principal or interest when due, failure to comply with certain non-financial covenants or any payment default on Group indebtedness in excess of US$2,000,000. In addition, in the event of a winding up or liquidation of the Company, the CB holders are paid, in preference to holders of Preferred Shareholders and common shareholders, an amount equal to the Redemption Amount.

Conversion

The CB outstanding principal plus accrued and unpaid interest is convertible into common shares at any time during the conversion period of two years at a price of (i) US$4.67 if the conversion occurs within 12 months, and (ii) US$3.89 if conversion occurs between 12 to 24 months. The conversion price is subject to adjustment in the event of merger or similar event, stock split, consolidation or issuance of common shares at a price per share less than the conversion price in effect on the date of, or immediately prior to, such issuance, in which case the conversion price shall be reduced concurrently to the subscription price of such issuance. The CB automatically converts in full immediately prior to the time on which listing and trading of the shares of the Issuer commences pursuant to a qualified initial public offering meeting certain specified criteria in the CB agreements.

The issuance of a portion of the CB represents an extinguishment of the 2011 Notes, as the difference between the fair value of the embedded conversion option under the 2011 Notes and the embedded conversion option under the CB was greater than 10% of the carrying value of the 2011 Notes at the exchange date. As such, the Company recorded the portion of the CB related to the extinguishment of the 2011 Notes of RMB45,551,800 (US$7,000,000) at its fair value of RMB57,092,127 (US$8,782,400) and recognized a loss on extinguishment of RMB11,540,327 (US$1,782,400) as a component of other expense in the consolidated statements of comprehensive loss. The Company assessed the existence of a beneficial conversion feature in the CB and recognized a beneficial conversion feature of RMB327,425 at the extinguishment date of June 10, 2011.

With regard to the RMB181,603,636 (US$28,000,000) in principal not associated with the 2011 Notes extinguishment, as the fair value of the Company's common shares on June 10, 2011 exceeded the effective conversion price, the Company recognized a beneficial conversion feature as an adjustment to the carrying value of the CB (the "Principal BCF") of RMB40,145,505 (US$7,341,902) and credit to additional paid-in capital, calculated as the excess of the fair value of its common shares of US$4.91 over the effective conversion price of US$3.89, multiplied by the number of common shares into which the RMB181,603,636 (US$28,000,000) converts. The Principal BCF will be amortized using the effective interest method through the maturity date of June 10, 2013.

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EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

9. CONVERTIBLE BONDS (Continued)

In addition, since accrued and unpaid interest is convertible into common shares at the option of the CB holder upon the exercise of the conversion option, the Company determines whether or not a beneficial conversion feature exists at the end of each calendar quarter ("Interest BCF") by comparing the difference between the average fair value of the Company's common shares during the quarter and the effective conversion price of US$3.89.

Protective right

The CB holders have the protective right over the incurrence of indebtedness exceeding US$1,000,000, other than in the ordinary course of business.

Modification of CB

The Company's CB with a total principal amount of US$35,000,000 matured on June 10, 2013. On that day, the Company repaid US$17,000,000 of CB in cash based on the proportionate Redemption Amount under the original terms of the CB. The holders of remaining US$18,000,000 CB, all of which were also holders of the Series A through Series C Preferred Shares, agreed to extend the maturity date of CB to July 10, 2013 with no interest charged during the extension period. On July 10, 2013, the Company and the CB holders agreed to extend the maturity of the US$18,000,000 CB for an additional month and granted the Company the option to repay the CB in cash or through issuance of common shares at a per share price of US$3.89. Subsequently, the parties then agreed to extend the maturity date until ongoing negotiations were completed amongst investors of 2013 Notes (see Note 10), CB and Preferred Shares (see Note 11). Those ongoing negotiations were completed on October 9, 2013 when the Company modified the CB conversion clause such that the CB is convertible into Class A shares (see Note 11). On the same day, immediately after the conversion clause modification, the CB (including principal and unpaid accrued interest), along with 2013 Notes, was converted to 10,427,373 shares of Class A shares in total as agreed by the holders of outstanding CB and 2013 Notes. Additionally, on the same day, all of the CB holders also agreed to extend the redemption date of their Preferred Shares.

The Company assessed the accounting impact of each amendment resulted from the broader negotiations between the Company and the Preferred Shareholders who were also holders of the CB. The Company first accounted for the extension of maturity for one month as debt modification given the immaterial change in timing of cash flow (without the impact of the conversion option) and in fair value of the embedded conversion option due to the one-month extension. The Company then evaluated the second amendment in July 2013 and concluded that the second amendment should be treated as an extinguishment of the CB due to the substantive conversion feature added. Given that all of the CB holders were also existing preferred shareholders, the modification of the CB was accounted for as a capital transaction and the Company recognized deemed contribution from the CB holders of RMB16,750,848 (US$2,717,000). Lastly, when the Company finalized its negotiations with the CB, 2013 Notes and Preferred Shareholders, the Company agreed to modify the conversion clause in order for the CB to become convertible into Class A shares in October 2013, such conversion option was exercised on the same day and the issuance of Class A shares was a legal extinguishment of the CB. Since the last negotiation was merely a continuation of the prior negotiations and all of the CB holders

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EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

9. CONVERTIBLE BONDS (Continued)

were also holders of Preferred Shares that were modified concurrently as part of a broader equity restructuring, the Company recorded a deemed distribution to the CB holders of RMB21,124,835 (US$3,448,215) in connection with the amendment of the conversion clause.

10. CONVERTIBLE PROMISSORY NOTES

On June 10, 2013, the Company issued a RMB130,769,398 (US$21,122,500) convertible promissory notes ("2013 Notes") to investor of Series D Shares (see Note 11) at an annual interest rate of 0%, maturing on July 10, 2013. Under the agreement, the holder of the 2013 Notes may convert the 2013 Notes outstanding principal into common shares at the conversion price of US$3.89 at any time. In addition, the Company also has the option to repay any and all amount due of the 2013 Notes at maturity in cash or through issuance of common shares at a conversion price at US$3.89. As the fair value of the Company's common shares on June 10, 2013 of US$3.89 was the same as the effective conversion price of US$3.89, the Company did not record a beneficial conversion feature ("BCF").

Similar to the modifications of CB, the modifications of the 2013 Notes were also part of the ongoing negotiation between the Company and Preferred Shareholders. The 2013 Notes were modified in July 2013 to extend the maturity to August 10, 2013 and further extended as agreed upon until negotiation with the 2013 Notes holder was completed. The Company accounted for the extension of maturity date as a debt modification given the immaterial change in timing of cash flow (without the impact of the conversion option) and in fair value of the embedded conversion option due to the extension of one month. On October 9, 2013, the Company and the 2013 Notes holder agreed to modify the embedded conversion options such that the 2013 Notes were convertible into Class A preferred shares as opposed to common shares of the Company. The conversion option into Class A preferred shares was exercised on the same day; the CB (see Note 9) and 2013 Notes together were converted to 10,427,373 shares of Class A preferred shares. The Company accounted for the conversion into Class A as an extinguishment of the 2013 Notes. Since the holder of the 2013 Notes is also the sole investor of Series D Shares and the Series D shares were also concurrently modified as part of the broader equity restructuring, the modification of the 2013 Notes was considered a capital transaction and the Company recorded deemed dividends to the 2013 Notes holders of RMB23,038,805 (US$3,746,653) in connection with the amendment of the conversion clause.

11. CONVERTIBLE REDEEMABLE PREFERRED SHARES

In March and April of 2008, the Company issued convertible promissory notes of US$2,500,000 in aggregate. On May 23, 2008, the Company issued 5,000,000 shares of Series A convertible redeemable preferred shares (the "Series A Shares") for RMB6.83 (US$1.00) per share for cash of RMB17,086,003 (US$2,500,000) and the conversion of promissory notes previously issued in March and April of 2008. In conjunction with the offering of the Series A Shares, the Company incurred issuance costs of RMB1,078,762 (US$157,843).

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EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

11. CONVERTIBLE REDEEMABLE PREFERRED SHARES (Continued)

issued in September 2008. In conjunction with the offering of the Series B Shares, the Company incurred issuance costs of RMB1,459,640 (US$213,862). The Company issued a second tranche of Series B Shares on January 27, 2010 at RMB15.02 (US$2.20) per share for total consideration of RMB25,253,055 (US$3,700,000).

In April 2010, the Company again issued convertible promissory notes of US5,000,000. On September 2, 2010, the Company issued 15,679,743 shares of Series C convertible redeemable preferred shares (the "Series C Shares") for RMB21.18 (US$3.11) per share for cash of RMB297,020,653 (US$43,598,722) and the conversion of the promissory notes issued in April 2010 and accrued interest with a carrying value of RMB35,188,971 (US$5,165,278). In connection with the issue of the Series C Shares, a total of 5,452,752 warrants were issued to purchase Series B and C Shares (see Note 12). The Company incurred issuance costs of RMB2,043,780 (US$300,000) in connection with the offering of Series C Shares.

On March 28, 2012, the Company issued 10,000,000 shares of Series D convertible redeemable preferred shares (the "Series D Shares") for RMB29.88 (US$4.75) per share for cash of RMB298,832,000 (US$47,500,000) and incurred issuance costs of RMB19,216,005 (US$3,054,426). In connection with the Series D Shares issuance, the Company also issued 3,000,000 warrants to purchase its common shares (see Note 12).

On October 9, 2013, the Company issued 10,427,373 shares of Class A Convertible Preferred Shares (the "Class A Shares") upon the conversion of the 2013 Notes and CB at a per share conversion price of US$3.89. The Class A Shares are subordinate to Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares and Series D Preferred Shares.

On December 2, 2013, the Company issued 18,554,545 shares of Series E convertible redeemable preferred shares (the "Series E Shares") for RMB33.66 (US$5.50) per share for cash of RMB624,546,000 (US$102,050,000) and incurred issuance costs of RMB1,435,201 (US$234,510).

The Series A, B, C, D and E shares and the Class A shares are collectively referred to as the Preferred Shares.

Conversion

Each Preferred Share may be converted at any time into common shares at the then applicable conversion price. The initial conversion ratio is 1:1, subject to adjustment in the event of (i) share splits, share combinations, share dividends or distribution, other dividends, recapitalizations and similar events, or (ii) issuance of common shares at a price per share less than the conversion price in effect on the date of or immediately prior to such issuance. In that case, the conversion price shall be reduced concurrently to the subscription price of such issuance.

The Preferred Shares shall be automatically converted into common shares immediately prior to the consummation of a public offering of the Company's shares wherein gross proceeds are at least US$60,000,000, and the market capitalization of the Company is no less than US$600,000,000 immediately following the public offering (the "Qualifying IPO").

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EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

11. CONVERTIBLE REDEEMABLE PREFERRED SHARES (Continued)

The conversion option can only be settled by issuance of common shares except that fractional shares may be settled in cash.

The Company determined that there were no beneficial conversion features identified for any of the Preferred Shares during any of the periods. In making this determination, the Company compared the fair value of the common shares into which the Preferred Shares are convertible with the respective effective conversion price at the issuance date. When the Company issued multiple instruments (e.g., freestanding warrants and Preferred Shares) in a bundled transaction, the Company determined the effective conversion price for the Preferred Shares (e.g., the Series D Shares) by first assessing the classification of the freestanding warrants issued concurrently and computing the fair value of the warrants (Note 12). For the warrants that are equity classified, such as those issued concurrently with Series D Shares, the Company allocated the amount of proceeds to the Series D Shares and warrants using the relative fair value method. The amount allocated to the D Shares was then divided by the number of common shares into which the Series D Shares were convertible on the commitment date to determine the effective conversion price per share for each investor. In all instances, the effective conversion price was greater than the fair value of the common shares. To the extent a conversion price adjustment occurs, as described above, the Company will reevaluate whether or not a beneficial conversion feature should be recognized.

Dividends

The Preferred Shares participate in dividends on an as-converted basis and must be paid prior to any payment on common shares.

Upon conversion, any declared or accrued but unpaid dividends will be converted into common shares at the same applicable conversion price.

Redemption

At any time on or after June 30, 2016, for Class A, Series A, B, C, D and E Shares, if requested by a specified percentage (namely at least 51%, 51%, 45%, 50%, 50% and 45% for Class A, Series A, B, C, D and E Shares, respectively) of the holders of the respective class or series of Preferred Shares then outstanding ("Redemption Date"), the Company shall redeem all of the respective outstanding Preferred Shares in that class or series. Additionally, upon the occurrence of Series C, D and E redemption event, a specified percentage of the holders of Series C, D, and E Shares then outstanding (specifically, at least 50%, 50% and 45% for Series C, D and E Shares, respectively) may also require the Company to redeem all of the respective outstanding Preferred Shares. Series C, D and E redemption events include certain events that have a material adverse effect on the Company's operations, breach of representation or warranty, failure to comply with certain transfer restrictions, breach of certain provisions in the related investors' rights and share purchase agreements. Series C and D redemption events also include the Company's failure to complete a Qualified IPO by June 30, 2016.

The redemption price of Series A and B Shares is equal to 200% of the original issuance price plus all declared but unpaid dividends. The redemption price of the Class A, Series C, D and E Shares

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EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

11. CONVERTIBLE REDEEMABLE PREFERRED SHARES (Continued)

is equal to the sum of (a) 100% of the issuance price, (b) 15% compounded annual rate of return and (c) all declared but unpaid dividends. The full amount of the redemption price due but not paid shall accrue interest daily at a rate of 20% per annum from the applicable Redemption Date.

Voting

Each Preferred Share has voting rights equivalent to the number of common shares to which it is convertible at the record date. The holders of Preferred Shares shall vote together with the common shareholders, and not as a separate class or series, on all matters put before the shareholders.

Liquidation

A liquidation event includes, unless waived by the Preferred Shareholders, (i) any liquidation, winding-up, or dissolution of any member of the Company, (ii) any merger or consolidation of the Company or any other transactions as a result of which shareholders of the Company immediately prior to such transaction will cease to own a majority of the equity securities or voting power of the surviving entity immediately following, (iii) sale of all or substantially all of the assets of the Company to or from an unaffiliated third party, (iv) exclusive licensing of all or substantially all of the intellectual property of the Company to an unaffiliated third party, or (v) transfer in which a majority of the outstanding voting power of the Company is transferred.

The holders of Preferred Shares have preference over holders of common shares with respect to payment of dividends and distribution of assets upon voluntary or involuntary liquidation of the Company. Upon liquidation, Series E Shares shall rank senior to other series of Preferred Shares and common shares, Series D Shares shall rank senior to Series C Shares, Series C Shares shall rank senior to Series B, Series B Shares shall rank senior to Series A Shares, Series A Shares shall rank senior to Class A Shares, and all Preferred Shares rank senior to common shares.

The holders of Class A, Series A and Series B Shares shall be entitled to receive 100% of the original issue price plus 6% compounded annual rate of return, and all declared or accrued but unpaid dividends ("Liquidation Preference Amount") before any distribution or payment to common shareholders.

Series C Shareholders shall receive the sum of (a) 100% of the issuance price, (b) 6% compounded annual rate of return and (c) all declared but unpaid dividends, before any distribution to holders of Series B, Series A, Class A and common shares. In the event that the liquidation event has been initiated by a demand by a holder of Series C Shares, the liquidation amount is then the sum of (a) 100% of the issuance price, (b) 15% compounded annual rate of return and (c) all declared but unpaid dividends prior to any other shareholders.

Series D Shareholders shall receive the sum of (a) 100% of the issuance price, (b) 6% compounded annual rate of return and (c) all declared but unpaid dividends, before any distribution to holders of Series C, Series B, Series A, Class A and common shares. In the event that the liquidation event has been initiated by a demand by a holder of Series D Shares, the liquidation amount is then the sum of (a) 100% of the issuance price, (b) 15% compounded annual rate of return and (c) all declared but unpaid dividends prior to any other shareholders.

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EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

11. CONVERTIBLE REDEEMABLE PREFERRED SHARES (Continued)

Series E Shareholders shall receive the sum of (a) 100% of the issuance price, (b) 6% compounded annual rate of return and (c) all declared but unpaid dividends, before any distribution to holders of other series or class of Preferred Shares and common shares. In the event that the liquidation event has been initiated by a demand by a holder of Series E shares, the liquidation amount is then the sum of (a) 100% of the issuance price, (b) 15% compounded annual rate of return and (c) all declared but unpaid dividends prior to any other shareholders.

Transfer restrictions

The holders of Preferred Shares are prohibited from transferring any equity securities of the Company in a private sale to (i) any specified global competitor of the Company at any time, (ii) any other global competitors not specified within 18 months following the Series D issuance, or (iii) any other global competitor at any time after 18 months following the Series D issuance, unless as a result of such sale and related purchases, the purchaser will acquire at least 51% of the total outstanding share capital of the Company (including without limitation, pursuant to a change of control event). In addition, the shareholders agreement grants the Company and its preferred shareholders certain rights of first refusal with respect to any proposed share transfers by certain shareholders of the Company and the preferred shareholders.

Accounting of preferred shares

The Company classified the Preferred Shares in the mezzanine section of the consolidated balance sheets because they were redeemable at the holders' option any time after a certain date and were contingently redeemable upon the occurrence of certain liquidation event outside of the Company's control. The Preferred Shares are recorded initially at fair value, net of issuance costs.

Since the Preferred Shares becomes redeemable at the option of the holder at any time after a specified date, the Company recorded accretions on the Preferred Shares to the redemption value (e.g., 200% of the issuance price of Series A and Series B) using the effective interest rate method from the issuance dates to the earliest redemption dates as set forth in the original issuance. While all Preferred Shares are automatically converted upon a Qualified IPO, the effectiveness of a Qualified IPO is not within the control of the Company and is not deemed probable to occur for accounting purposes until the effective date of the Qualified IPO. As such, the Company continued to recognize accretion of the Preferred Shares during 2012 and 2013. The accretion of Preferred Shares was RMB155,053,264 (US$23,311,939) and RMB191,134,918 (US$29,083,764) for the year ended December 31, 2012 and 2013, respectively.

Modification of preferred shares

The Company assesses whether an amendment to the terms of its convertible redeemable preferred shares is an extinguishment or a modification based on a qualitative evaluation of the amendment. If the amendment adds, removes, significantly changes to a substantive contractual term or to the nature of the overall instrument, the amendment results in an extinguishment of the preferred shares. The Company also assess if the change in terms results in value transfer between preferred shareholders or between preferred shareholders and common shareholders.

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EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

11. CONVERTIBLE REDEEMABLE PREFERRED SHARES (Continued)

When convertible redeemable preferred shares are extinguished, the difference between the fair value of the consideration transferred to the convertible redeemable preferred shareholders and the carrying amount of such preferred shares (net of issuance costs) is treated as a deemed dividend to the preferred shareholders. When convertible redeemable preferred shares are modified and such modification results in value transfer between preferred shareholders and common shareholders, the change in fair value resulted from the amendment is treated as a deemed dividend to or from the preferred shareholders.

The Preferred Shares (excluding Series E Shares) were modified in May and October 2013 as a result of the Company's negotiations with holders of Preferred Shares, CB and 2013 Notes. Prior to the modifications, at any time on or after May 31, 2013, for Series A Shares, or December 31, 2013, for Series B, C and D Shares, if requested by at least 50% of the holders of the respective class of Preferred Shares then outstanding ("Redemption Date"), the Company shall redeem all of the respective outstanding Preferred Shares at the redemption price defined in the Article of Association. On May 9, 2013, the holders of Series A Preferred Shares first agreed to extend the redemption commencement date of Series A Preferred Shares from May 31, 2013 to December 31, 2013 in order to facilitate the negotiation with the Series D investors for the 2013 Notes, which was issued in June 2013. Subsequently, on October 9, 2013, the holders of Series A Shares, Series B Shares, Series C Shares and Series D Shares agreed to modify the optional redemption commencement date of the preferred shares from December 31, 2013 to June 30, 2016. The second modification enabled the Company to offer holders for 2011 CB and 2013 Notes (who were also existing preferred shareholders) in the negotiation of modifying the conversion feature to become convertible into Class A shares.

The Company evaluated both modifications in accordance with its accounting policy and concluded that they are modifications, rather than extinguishment, of Preferred Shares, which resulted in transfer of value amongst preferred shareholders. The Company assessed the impact on the fair value of Preferred Shares and common shares, which also supported the assessment that the modification resulted in value transfer amongst preferred shareholders. As such, the Company did not recognize any deemed dividend related to the modifications in 2013.

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EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

11. CONVERTIBLE REDEEMABLE PREFERRED SHARES (Continued)

The Company's convertible redeemable preferred shares activities for the years ended December 31, 2012 and 2013 are summarized below:

	Series A Shares				Series B Shares				Series C Shares				Series D Shares				Series E Shares				Class A Shares

	Number of shares		Amount (RMB)		Number of shares		Amount (RMB)		Number of shares		Amount (RMB)		Number of shares		Amount (RMB)		Number of shares		Amount (RMB)		Number of shares		Amount (RMB)
Balance as of January 1, 2012		5,000,000		55,071,911		12,123,314		253,435,256		17,348,382		437,985,958		—		—		—		—		—		—


Issuance of Series D Shares, net of issuance cost		—		—		—		—		—		—		10,000,000		268,093,377		—		—		—		—
Accretion on convertible redeemable preferred shares to redemption value		—		9,066,909		—		38,553,700		—		63,108,024		—		44,324,631		—		—		—		—


Balance as of December 31, 2012		5,000,000		64,138,820		12,123,314		291,988,956		17,348,382		501,093,982		10,000,000		312,418,008		—		—		—		—


Issuance of Series E Shares, net of issuance cost		—		—		—		—		—		—		—		—		18,554,545		623,110,783		—		—
Conversion of convertible promissory notes to Class A Shares		—		—		—		—		—		—		—		—		—		—		5,429,948		150,824,865
Conversion of convertible bonds to Class A Shares		—		—		—		—		—		—		—		—		—		—		4,997,425		138,811,004
Accretion on convertible redeemable preferred shares to redemption value		—		4,008,032		—		35,069,326		—		74,328,662		—		65,070,473		—		7,094,798		—		5,563,627


Balance as of December 31, 2013		5,000,000		68,146,852		12,123,314		327,058,282		17,348,382		575,422,644		10,000,000		377,488,481		18,554,545		630,205,581		10,427,373		295,199,496

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EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

12. WARRANTS

Warrants to purchase preferred shares

In connection with the issuance of the Series C Shares on September 2, 2010, 4,632,468 warrants ("Warrants C") were issued to all of the Series C Shareholders (all Series B Shareholders are also Series C Shareholders), which provide holders the right to purchase additional Series B and C Shares. Furthermore, 820,284 Warrants were issued to an individual other than a Preferred Shareholder as compensation for services previously rendered. The Warrants C were issued in different tranches with exercise prices ranging from US$2.20 to US$4.67 per share and expire on the earlier of (i) 12 or 15 months after issuance or (ii) immediately prior to a Qualifying IPO.

During the period from August 30, 2011 to September 2, 2011, 1,668,639 Warrants C were exercised to purchase 1,668,639 Series C Shares with proceeds of RMB45,857,401 (US$7,177,110). On December 2, 2011, 2,411,193 Warrants C were exercised to purchase 2,411,193 Series B Shares with proceeds of RMB33,587,707 (US$5,304,611) (RMB222,558 of which was received in January 2012). Warrants C to purchase 1,372,920 Series C Shares with exercise price of US$4.67 expired on December 2, 2011.

The fair value changes of the Warrants C up to the time of exercise were recognized in earnings. Upon exercise, the total carrying value of the associated warrant liabilities was reclassified into the carrying value of the Preferred Shares into which it was converted.

Warrants to purchase common shares

In connection with the issuance of Series D Shares, 3,000,000 warrants ("Warrants D") were issued to purchase the Company's common shares. The Warrants D were issued in two batches with fixed exercise prices of US$5.70 and US$6.00 and lives of two and four years, respectively. The number of common share purchasable upon exercise of the Warrants D shall be proportionally adjusted to reflect any share dividend, share split, combination of shares or reverse share split, or other similar event affecting the number of outstanding common shares.

The estimated grant-date fair value of the Warrants D was RMB11,984,736 (US$1,905,000) as shown below, which were used to determine the initial carrying amount of the Series D Shares on a relative fair value basis. The Warrants D are treated as indexed to the Company's own stock and were classified as equity and initially measured at fair value as disclosed in Note 13.

	Term	Exercise Price			Fair Value at March 28, 2012

		US$			RMB
Warrants to purchase Series D Shares(Warrant D-1)	24 months		5.70	1,500,000		4,246,560
Warrants to purchase Series D Shares(Warrant D-2)	48 months		6.00	1,500,000		7,738,176


				3,000,000		11,984,736

Modification of warrants

In connection with the issuance of Series E Shares, the Company agreed to reduce the exercise price of Warrants D held by Series D investors to US$5.50 and align them with the issuance price of Series E Shares. The Company concluded that Warrants D will continue to be classified as equity after

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EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

12. WARRANTS (Continued)

the reduction of exercise price and recognized a deemed dividend for the increase in fair value of the Warrants D due to the modification of exercise price.

13. FAIR VALUE MEASUREMENT

The Company's CB and warrants are classified as level three financial instruments. The following tables set forth the significant inputs used in determining the fair value of these financial instruments.

Convertible bonds

The fair value of the CB converted from the 2011 Notes with the principal amount of RMB45,551,800 (US$7,000,000) was valued under binomial option pricing model. The following significant assumptions were used in the model on June 10, 2011 when the 2011 CB was issued:


Time to maturity			2 years
Risk-free rate			0.4%
Underlying equity value			US$4.91
Straight debt discount rate			16%
Stock price volatility			46%

In July 2013, when the CB was amended, the Company accounted for it as an extinguishment of the CB and recorded the modified CB at fair value. The fair value was determined using the binomial option pricing model. The following significant assumptions were used in the model for the valuation as of July 10, 2013:


Time to maturity			1 month
Risk-free rate			0.01%
Underlying equity value			US$3.93
Straight debt discount rate			1.18%
Stockprice volatility			34%

Warrants

The fair value of the Warrants D was computed using the binomial option pricing model with the following assumptions on March 28, 2012 when the warrants were issued:



Risk-free rate	0.36%	0.82%
Expected life	24 months	48 months
Equity Value	US$3.90	US$3.90
Volatility	42%	43%
Dividend yield	Nil	Nil

The equity value attributed to common Shareholders was determined by back-solve option pricing model, under which the entire equity value of the Company was allocated to Preferred Shares, common shares and conversion shares (upon exercising Preferred Shares, convertible bonds, Warrants and

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EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

13. FAIR VALUE MEASUREMENT (Continued)

options) on a fully diluted basis. The total implied equity value was derived from a back-solve option pricing model under the guideline transaction approach.

14. SHARE-BASED COMPENSATION

On April 1, 2010, the Company adopted the 2010 Performance Incentive Plan (the "2010 Plan") under which the Company reserved 2,627,730 options to purchase common shares for the issuance of incentive awards to employees. On December 21, 2010, the Company increased the maximum number of options available to 4,300,730. All of the Company's outstanding options are granted to employees and are equity-classified. These options vest over three to five years of an employee's continuous service starting from the grant date and have a contractual term of five years.

The Company granted 300,000 options on April 1, 2013 under the 2010 Plan with an exercise price of US$3.11. No options were granted in the year ended December 31, 2012. The following table summarizes the Company's option activities under the 2010 plan in years ended December 31, 2012 and 2013:

			Weighted Average Exercise Price			Aggregate Intrinsic Value		Weighted Average Fair value

			(US$)			(US$)		(US$)
Options outstanding at January 1, 2012	4,239,030			2.58	4.04		8,829,599		1.13
Cancelled and forfeited	(153,080	)		2.32	—		—		1.29


Options outstanding at December 31, 2012	4,085,950			2.59	3.03		5,692,776		1.12




Granted	300,000			3.11	—		—		1.72
Cancelled and forfeited	(423,300	)		2.29	—		—		1.37


Options outstanding at December 31, 2013	3,962,650			2.66	2.19		4,564,417		1.14




Options exercisable at December 31, 2013	3,293,838			2.57	2.06		4,092,279		1.08

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the estimated fair value of the underlying stock at each reporting date.

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EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

14. SHARE-BASED COMPENSATION (Continued)

The grant date fair value of each option is calculated using a binomial option pricing model by the Company. The fair value of each option grant was estimated on the date of grant with the following assumptions:



Risk-free rate	0.77%
Option term	5 years
Volatility	45%
Dividend yield	0.00%
Exercise multiple	2/2.5
Expected forfeiture rate (post-vesting)	0%	*

*: 0% post-vesting forfeiture rate was applied in the valuation model due to the executive position held by the grantee and represents the Company's estimate of the grantee's forfeiture pattern.

The Company estimated the expected volatility at the date of grant date and each option valuation date based on the annualized standard deviation of the daily return embedded in historical share prices of comparable companies. Risk free interest rate was estimated based on the yield to maturity of US treasury bonds denominated in US$ at the option valuation date. The exercise multiple is estimated as the ratio of fair value of underlying shares over the exercise price as at the time the option is exercised, based on a consideration of research study regarding exercise pattern based on empirical studies on the actual exercise behavior of employees. The Company has never declared or paid any cash dividends on its capital stock, and the Company does not anticipate any dividend payments on its common shares in the foreseeable future. Expected term is the contract life of the option, and estimated forfeiture rates are determined based on historical employee turnover rate after each option grant.

Share-based compensation expense is recorded on a straight-line basis over the requisite service period, which is generally three to five years from the date of the grant. The Company recognized share-based compensation expense of RMB6,683,456 and RMB6,206,213 in the consolidated statements of comprehensive loss for the years ended December 31, 2012 and 2013, respectively.

As of December 31, 2013, there was RMB6,216,833 in total unrecognized compensation expense related to share options, which is expected to be recognized over a weighted-average period of 1.15 years.

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EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

15. LOSS PER SHARE

Basic and diluted net loss per share for each of the years presented are calculated as follows:

	For the Year Ended December 31,

	2012			2013
	RMB			RMB
Numerator:
Net loss		(175,710,088	)		(152,214,030	)
Accretion on convertible redeemable preferred shares to redemption value		(155,053,264	)		(191,134,918	)
Deemed contribution from preferred shareholders at extinguishment of convertible bonds		—			16,750,848
Deemed dividends to preferred shareholders at extinguishment of convertible bonds and promissory notes		—			(44,163,640	)
Modification of warrants		—			(1,021,523	)


Numerator for basic and diluted net loss per share		(330,763,352	)		(371,783,263	)




Denominator:
Weighted average number of common shares outstanding—basic and diluted		6,096,842			6,096,842
Basic and diluted net loss per share attributable to the Company's common shareholders		(54.25	)		(60.98	)

Basic net earnings (loss) per share is computed using the weighted average number of common shares outstanding during the period. Diluted net earnings (loss) per share is computed using the weighted average number of common shares and dilutive common share equivalents outstanding during the period. For the year ended December 31, 2012 and 2013, the Class A, Series A, Series B, Series C, Series D, and Series E Preferred Shares of 42,088,134 and 48,317,049, respectively, on a weighted average basis were anti-dilutive and excluded from the calculation of diluted net loss per share. The effects of all outstanding share options have also been excluded from the computation of diluted loss per share for the years ended December 31, 2012 and 2013 as their effects would be anti-dilutive.

The Company's convertible redeemable preferred shares were participating securities because they had contractual rights to share in the profits but not losses of the Company. For the years ended December 31, 2012 and 2013, the two-class method was not used in computing basic and diluted loss per share as the Company was in a net loss position.

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EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

16. COMMITMENTS AND CONTINGENCIES

(a): Operating leases

The Company and its subsidiaries have entered into non-cancelable operating leases covering various facilities. Future minimum lease payments under these non-cancellable leases as of December 31, 2013 are as follows:

Year Ending December 31,		(RMB)

2014			19,581,271
2015			13,954,796
2016			7,350,835
2017			3,229,933
Thereafter			456,027


			44,572,862

The Company recorded rental expense of RMB16,213,299 and RMB23,785,229 in the consolidated statements of comprehensive loss during the years ended December 31, 2012 and 2013, respectively.

(b): Purchase commitments

The Company's purchase commitments relate to purchase of rental vehicles. Total capital commitments contracted but not yet reflected in the consolidated financial statements amounted to RMB2,148,441 as of December 31, 2013. All of these purchase commitments will be fulfilled in the year ending December 31, 2014.

Other than those disclosed above, the Company did not have other significant capital and other commitments, long-term obligations, or guarantees as of December 31, 2013.

(c): Contingencies

The Company is subject to periodic legal or administrative proceedings in the ordinary course of its business. The Company does not believe that any currently pending legal or administrative proceeding to which the Company is a party will have individually or in the aggregate a material adverse effect on the results of operations or financial condition.

17. UNAUDITED PRO FORMA LOSS PER SHARE

Unaudited pro forma basic and diluted net loss per share was computed to give effect to the automatic conversion of CB, Class A Preferred Shares, Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares, and Series E Preferred Shares using the

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EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

17. UNAUDITED PRO FORMA LOSS PER SHARE (Continued)

if converted method as though the conversion had occurred as of the beginning of the year or the original date of issuance, if later.

	For the Year Ended December 31, 2013

	RMB			US$
Numerator:
Net loss attributable to common shareholders		(371,783,263	)		(59,806,844	)
Add: Accretion on convertible redeemable preferred shares to redemption value		191,134,918			30,746,882
Add: Interest expense related to convertible bonds		24,698,528			3,973,124


Numerator for pro forma basic and diluted net loss per share		(155,949,817	)		(25,086,838	)




Denominator:
Weighted average number of common shares outstanding		6,096,842			6,096,842
Weighted average number of Preferred Series A Share conversion		5,000,000			5,000,000
Weighted average number of Preferred Series B Share conversion		12,123,314			12,123,314
Weighted average number of Preferred Series C Share conversion		17,348,382			17,348,382
Weighted average number of Preferred Series D Share conversion		10,000,000			10,000,000
Weighted average number of Preferred Series E Share conversion		1,474,197			1,474,197
Weighted average number of Preferred Class A Share conversion		2,371,156			2,371,156


Denominator for pro forma basic and diluted net loss per share		54,413,891			54,413,891




Pro forma net loss per common share:		(2.87	)		(0.46	)

The effects of all outstanding share options and warrants have been excluded from the computation of pro forma diluted net loss per share for the year ended December 31, 2013 as their effects would be anti-dilutive.

18. RELATED PARTIES TRANSACTIONS

Crawford/Enterprise

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EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

18. RELATED PARTIES TRANSACTIONS (Continued)

Enterprise China are to direct certain rental referrals to each other via their respective websites, and for each referral received, the Company is liable for a contractually specified amount of referral fees payable to Enterprise China, and vice versa. The Company records referral fees payable to Enterprise China as sales and marketing expenses, and referral fees received as other operating income. Transactions incurred under this arrangement were immaterial for the periods presented.

In connection with the Company's issuance of Series D preferred shares, the Company issued warrants to Crawford for the purchase of up to 1,500,000 common shares at a per share purchase price of US$5.70 at any time before March 28, 2014, which warrants were forfeited by holders, and up to 1,500,000 common shares at a per share purchase price of US$6.00 at any time before March 28, 2016. On December 11, 2013, the Company and Crawford entered into amendments to the aforesaid warrants, under which, the exercise price for both warrants were reduced to a per share purchase price of US$5.50.

Ctrip

Under the Additional Series E share purchase agreement dated April 16, 2014, upon the Company's written request in connection with a proposed initial public offering, Ctrip Investment Holding Ltd. ("Ctrip") shall be obligated to subscribe for the Company's common shares (i) in an exempt private placement or (ii) in an exempt Regulations S offering. Each of Ctrip and the Company agrees that the purchase price of the common shares in connection with such investment shall be the initial public offering price, and such subscription shall be consummated concurrently with the closing of the initial public offering.

The Company also entered into certain service agreements with Ctrip for car rental referrals. Pursuant to these service agreements, the Company pays a fixed percentage of rental rates from successful car rental referrals as commissions to Ctrip. Transactions incurred under these services agreements were immaterial for the periods indicated.

19. SUBSEQUENT EVENTS

In January and February 2014, the Company obtained six short-term bank borrowings totaling RMB132,000,000. The loans bear interest at 6.6%, and are payable within one year from the borrowing commencement dates. RMB50,000,000 of the short-term bank borrowings are guaranteed by the Company's founder, Ray Ruiping Zhang, while the other bank borrowings required the Company to maintain a minimum balance of cash deposits as restricted cash.

On February 13, 2014, the Company drew on the available loan facility of RMB40,000,000 (Note 6) which is guaranteed by a guarantee agent. This long-term bank borrowing bears interest of 6.77% per annum, and the principal and interest are payable quarterly over three years.

On March 10 and March 13, 2014, Shanghai eHi Car Rental C., Ltd ("eHi Rental") entered into a series of agreements with Shanghai eHi Information Technology Service Co., Ltd ("eHi Information") and its shareholders. eHi Information is a limited company incorporated in the PRC, which is expected to enable the Company to expand its Internet and mobile services. As a result of the agreements entered, the Company is able to exercise effective control, receive all of the economic benefits and absorb all of the risks and expected losses from eHi Information. Therefore, eHi Information's results

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EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

19. SUBSEQUENT EVENTS (Continued)

of operations, assets and liabilities will be consolidated and included in the Company's financial statements from the date the agreements are entered and executed.

On April 16, 2014, the Company amended its Memorandum and Articles of Association and issued 4,545,455 Series E Preferred Shares for an aggregate consideration of US$25,000,000, all of which were paid in cash. The investors in this tranche of Series E preferred shares included Ignition Growth Capital I, L.P. and Ignition Growth Capital Managing Directors Fund I, LLC, which purchased 413,207 Series E Preferred Shares for US$2,272,639; Ctrip Investment Holding Ltd., which purchased 2,368,193 Series E Preferred Shares for US$13,025,062; and the Crawford Group, Inc., which purchased 1,764,055 Series E Preferred Shares for US$9,702,299. As part of the Additional Series E share purchase agreement, Ctrip has committed to subscribe for the Company's common shares at the initial public offering price upon the Company's written request in connection with a proposed public offering of the Company.

On April 21, 2014, the Company, through its wholly owned subsidiary, Elite Plus Develoment Limited, invested US$25,000,000 for subscribing series B preferred shares of Travice Inc., which developed and operates Kuaidi mobile taxi and car calling service provider, representing 8.4% of the then outstanding share capital of Travice Inc. Travice Inc. also issued warrants to the Company to purchase additional 4,684,074 series C preferred shares of Travice Inc.

On April 18, 2014, the Company made an additional paid-in capital contribution of RMB51,000,000 to one of the Company's PRC consolidated subsidiaries. On May 20, 2014, the Company entered into a supplementary equity pledge agreement where such additional paid-in capital amount was pledged as collateral in pursuant to the Company's long-term borrowing agreement entered in 2013 as disclosed in Note 6.

The Company evaluated subsequent events through June 30, 2014, which is the date when the consolidated financial statements were issued with no other events or transactions needing recognition or disclosure identified.

20. RESTRICTED NET ASSETS

Pursuant to laws applicable to entities incorporated in the PRC, the Company's subsidiaries in the PRC must make appropriations from after-tax profit to non-distributable reserve funds. These reserve funds include one or more of the following: (i) a general reserve, (ii) an enterprise expansion fund and (iii) a staff bonus and welfare fund. Subject to certain cumulative limits, the general reserve fund requires an annual appropriation of 10% of after tax profit (as determined under accounting principles generally accepted in the PRC at each year-end) until the accumulative amount of such reserve fund reaches 50% of a company's registered capital; the other fund appropriations are at the subsidiaries' discretion. These reserve funds can only be used for specific purposes of enterprise expansion and staff bonus and welfare and are not distributable as cash dividends. As the Company's PRC subsidiaries have incurred losses, they have not started to contribute to the staff welfare and bonus funds. In addition, due to restrictions on the distribution of share capital from the Company's PRC subsidiaries and also as a result of these entities' unreserved accumulated losses, total restrictions placed on the distribution of the Company's subsidiaries net assets was RMB1,108,138,433. The Company also pledged certain of its subsidiaries' equity interest with third party financing companies, which totaled RMB126,917,502 as of

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EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

20. RESTRICTED NET ASSETS (Continued)

December 31, 2013. Total restricted net assets of the Company was RMB1,235,055,934 or 93.8% of the Company's total consolidated net assets as of December 31, 2013.

21. CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY

The Company performed a test on the restricted net assets of consolidated subsidiaries in accordance with Securities and Exchange Commission Regulation S-X Rule 4-08 (e) (3), "General Notes to Financial Statements" and concluded that it was applicable for the Company to disclose the financial statements for the parent company.

The subsidiaries did not pay any dividend to the Company for the years presented. For the purpose of presenting parent only financial information, the Company records its investments in its subsidiaries under the equity method of accounting. Such investments are presented on the separate condensed balance sheets of the Company as "Investments (deficit) in subsidiaries". Certain information and footnote disclosures generally included in financial statements prepared in accordance with U.S. GAAP have been condensed and omitted. The footnote disclosures contain supplemental information relating to the operations of the Company, as such, these statements should be read in conjunction with the notes to the consolidated financial statements of the Company.

The Company did not have significant capital and other commitments, long-term obligations, or guarantees as of December 31, 2012 and 2013.

BALANCE SHEETS

	As of December 31,

	2012		2013
	RMB		RMB		US$ (Note 2(d))
ASSETS
Current assets:
Cash and cash equivalents		204,090		3,754		605
Amounts due from subsidiaries		646,154,137		1,239,651,452		199,827,754
Prepaid expenses and other current assets		624,679		134,131		21,621


Total current assets		646,982,906		1,239,789,337		199,849,980


Investments in subsidiaries		179,413,983		77,080,924		12,425,192


Total assets		826,396,889		1,316,870,261		212,275,172




LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' DEFICIT
Accrued expenses and other current liabilities		15,628,406		—		—
Convertible bonds		237,615,377		—		—


Total liabilities		253,243,783		—		—

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EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

21. CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Continued)

	As of December 31,

	2012			2013
	RMB			RMB			US$ (Note 2(d))
Mezzanine equity:
Class A convertible redeemable preferred shares, US$0.001 par value, 10,427,373 shares authorized, nil and 10,427,373 shares issued and outstanding as of December 31, 2012 and 2013, respectively		—			295,199,496			47,585,192
Series A convertible redeemable preferred shares, US$0.001 par value, 5,000,000 shares authorized, 5,000,000 and 5,000,000 shares issued and outstanding as of December 31, 2012 and 2013, respectively		64,138,820			68,146,852			10,985,049
Series B convertible redeemable preferred shares, US$0.001 par value, 12,123,314 shares authorized, 12,123,314 and 12,123,314 shares issued and outstanding as of December 31, 2012 and 2013, respectively		291,988,956			327,058,282			52,720,724
Series C convertible redeemable preferred shares, US$0.001 par value, 18,721,302 shares authorized, 17,348,382 and 17,348,382 shares issued and outstanding as of December 31, 2012 and 2013, respectively		501,093,982			575,422,644			92,756,245
Series D convertible redeemable preferred shares, US$0.001 par value, 10,000,000 shares authorized, 10,000,000 and 10,000,000 shares issued and outstanding as of December 31, 2012 and 2013, respectively		312,418,008			377,488,481			60,849,907
Series E convertible redeemable preferred shares, US$0.001 par value, 18,554,545 shares authorized, nil and 18,554,545 shares issued and outstanding as of December 31, 2012 and 2013, respectively		—			630,205,581			101,587,075


Total mezzanine equity		1,169,639,766			2,273,521,336			366,484,192




Shareholders' deficit:
Common shares, US$0.001 par value, 114,155,384 and 425,173,466 shares authorized, 6,096,842 shares issued and outstanding as of December 31, 2012 and 2013, respectively		40,281			40,281			6,493
Accumulated other comprehensive income		2,190,932			6,582,044			1,061,004
Accumulated deficit		(598,717,873	)		(963,273,400	)		(155,276,517	)


Total shareholders' deficit		(596,486,660	)		(956,651,075	)		(154,209,020	)




Total liabilities, mezzanine equity and shareholders' deficit		826,396,889			1,316,870,261			212,275,172

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EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

21. CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Continued)

STATEMENTS OF COMPREHENSIVE LOSS

	For the Year Ended December 31,

	2012			2013
	RMB			RMB			US$ (Note 2(d))
Operating expenses:
General and administrative expenses		(10,104,952	)		(6,254,660	)		(1,008,231	)
Loss from operations:
Interest income		549,566			—			—
Interest expense		(54,992,680	)		(24,698,528	)		(3,981,322	)
Equity in loss of subsidiaries, net of taxes		(111,162,022	)		(121,260,842	)		(19,546,850	)


Net Loss		(175,710,088	)		(152,214,030	)		(24,536,403	)


Accretion on Series A convertible redeemable preferred shares to redemption value		(9,066,909	)		(4,008,032	)		(646,083	)
Accretion on Series B convertible redeemable preferred shares to redemption value		(38,553,700	)		(35,069,326	)		(5,653,060	)
Accretion on Series C convertible redeemable preferred shares to redemption value		(63,108,024	)		(74,328,662	)		(11,981,537	)
Accretion on Series D convertible redeemable preferred shares to redemption value		(44,324,631	)		(65,070,473	)		(10,489,147	)
Accretion on Series E convertible redeemable preferred shares to redemption value		—			(7,094,798	)		(1,143,658	)
Accretion on Class A convertible redeemable preferred shares to redemption value		—			(5,563,627	)		(896,838	)
Deemed contribution from preferred shareholders at extinguishment of convertible bonds		—			16,750,848			2,700,182
Deemed dividends to preferred shareholders at extinguishment of convertible bonds and promissory notes		—			(44,163,640	)		(7,119,034	)
Modification of warrants		—			(1,021,523	)		(164,666	)


Net Loss attributable to common shareholders		(330,763,352	)		(371,783,263	)		(59,930,244	)




Net Loss		(175,710,088	)		(152,214,030	)		(24,536,403	)
Changes in cumulative foreign currency translation adjustment, net of tax of nil		1,475,502			4,391,112			707,833


Comprehensive loss		(174,234,586	)		(147,822,918	)		(23,828,570	)

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EHI CAR SERVICES LIMITED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

FOR THE YEARS ENDED DECEMBER 31, 2012 AND 2013
(In Renminbi, except share and per share data, unless otherwise stated)

21. CONDENSED FINANCIAL INFORMATION OF THE PARENT COMPANY (Continued)

STATEMENTS OF CASH FLOWS

	For the Year Ended December 31,

	2012			2013
	RMB			RMB			US$ (Note 2(d))
Net cash provided by/(used in) operating activities		7,294,206			(395	)		(64	)
Cash flow from investing activities		—			—			—
Net cash used in financing activities:
Payment of convertible redeemable preferred shares issuance costs		(11,503,182	)		(199,941	)		(32,230	)


Net decrease in cash and cash equivalents		(4,208,976	)		(200,336	)		(32,294	)


Cash and cash equivalents—beginning of year		4,413,066			204,090			32,899


Cash and cash equivalents—end of year		204,090			3,754			605




Supplemental disclosure of cash flow information:
Cash paid for interest		17,675,762			—			—
Supplemental disclosure of non-cash financing activities:
Proceeds from issuance of convertible redeemable preferred shares (cash received by a subsidiary of the Company on behalf of the Company)		298,832,000			624,546,000			100,674,769
Payment of convertible redeemable preferred shares issuance costs (cash paid by a subsidiary of the Company on behalf of the Company)		(3,889,463	)		(3,721,193	)		(599,844	)
Proceeds from issuance of convertible promissory notes (cash received by a subsidiary of the Company on behalf of the Company)		—			130,387,080			21,017,970
Payment for redemption of convertible bonds (cash paid by a subsidiary of the Company on behalf of the Company)		—			(104,939,300	)		(16,915,871	)
Conversion of convertible promissory notes to Class A convertible redeemable preferred shares		—			150,824,865			24,312,474
Conversion of convertible bonds to Class A convertible redeemable preferred shares		—			138,811,004			22,375,879

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EHI CAR SERVICES LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2014 AND DECEMBER 31, 2013
(RMB, except share data and per share data, or otherwise noted)

	As of

	December 31, 2013		June 30, 2014				June 30, 2014
	RMB		RMB		US$ (Note 2(d))		RMB		US$ (Note 2(d))
							(Pro forma)		(Pro forma)
							(Note 16)
ASSETS
Current assets:
Cash and cash equivalents		630,733,451		318,083,294		51,273,985		318,083,294		51,273,985
Restricted cash		30,247,232		112,481,778		18,131,694		112,481,778		18,131,694
Accounts receivable, net of allowance for doubtful accounts of RMB5,041,727 and RMB4,961,075 as of December 31, 2013 and June 30, 2014, respectively		63,907,848		84,557,944		13,630,464		84,557,944		13,630,464
Prepaid expenses and other current assets		78,853,099		108,174,325		17,437,347		108,174,325		17,437,347


Total current assets		803,741,630		623,297,341		100,473,490		623,297,341		100,473,490


Cost method investment		—		153,820,000		24,795,280		153,820,000		24,795,280
Property and equipment, net		1,062,331,035		1,412,712,863		227,724,686		1,412,712,863		227,724,686
Intangible assets		29,977,317		32,842,923		5,294,172		32,842,923		5,294,172
Vehicle purchase deposits		119,172,859		193,352,079		31,167,722		193,352,079		31,167,722
Other non-current assets		11,199,026		18,997,416		3,062,321		18,997,416		3,062,321


Total assets		2,026,421,867		2,435,022,622		392,517,671		2,435,022,622		392,517,671


LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accounts payable		6,554,239		6,521,039		1,051,170		6,521,039		1,051,170
Accrued expenses and other current liabilities		105,142,801		86,502,429		13,943,909		86,502,429		13,943,909
Income tax payable		2,137,874		2,121,693		342,010		2,121,693		342,010
Short-term borrowings		219,640,421		346,445,788		55,845,926		346,445,788		55,845,926


Total current liabilities		333,475,335		441,590,949		71,183,015		441,590,949		71,183,015


Long-term borrowings		375,726,271		540,215,953		87,081,042		540,215,953		87,081,042
Other non-current liabilities		350,000		34,668		5,588		34,668		5,588


Total liabilities		709,551,606		981,841,570		158,269,645		981,841,570		158,269,645

Commitments and contingencies (Note 15)

The accompanying notes are an integral part of these unaudited interim
condensed consolidated financial statements

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EHI CAR SERVICES LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS (Continued)

AS OF JUNE 30, 2014 AND DECEMBER 31, 2013
(RMB, except share data and per share data, or otherwise noted)

	As of

	December 31, 2013			June 30, 2014						June 30, 2014
	RMB			RMB			US$ (Note 2(d))			RMB			US$ (Note 2(d))
										(Pro forma)			(Pro forma)
										(Note 16)
Mezzanine equity:
Class A convertible redeemable preferred shares, US$0.001 par value, 10,427,373 shares authorized, 10,427,373 and 10,427,373 shares issued and outstanding as of December 31, 2013 and June 30, 2014, respectively, and nil outstanding on a pro forma basis as of June 30, 2014		295,199,496			307,786,793			49,614,223			—			—
Series A convertible redeemable preferred shares, US$0.001 par value, 5,000,000 shares authorized, 5,000,000 and 5,000,000 shares issued and outstanding as of December 31, 2013 and June 30, 2014, respectively, and nil outstanding on a pro forma basis as of June 30, 2014		68,146,852			68,186,238			10,991,398			—			—
Series B convertible redeemable preferred shares, US$0.001 par value, 12,123,314 shares authorized, 12,123,314 and 12,123,314 shares issued and outstanding as of December 31, 2013 and June 30, 2014, respectively, and nil outstanding on a pro forma basis as of June 30, 2014		327,058,282			329,007,446			53,034,923			—			—
Series C convertible redeemable preferred shares, US$0.001 par value, 18,721,302 shares authorized, 17,348,382 and 17,348,382 shares issued and outstanding as of December 31, 2013 and June 30, 2014, respectively, and nil outstanding on a pro forma basis as of June 30, 2014		575,422,644			616,992,989			99,457,249			—			—
Series D convertible redeemable preferred shares, US$0.001 par value, 10,000,000 shares authorized, 10,000,000 and 10,000,000 shares issued and outstanding as of December 31, 2013 and June 30, 2014, respectively, and nil outstanding on a pro forma basis as of June 30, 2014		377,488,481			405,813,293			65,415,774			—			—
Series E convertible redeemable preferred shares, US$0.001 par value, 18,554,545 and 23,100,000 shares authorized, 18,554,545 and 23,100,000 shares issued and outstanding as of December 31, 2013 and June 30, 2014, respectively, and nil outstanding on a pro forma basis as of June 30, 2014		630,205,581			835,483,853			134,677,260			—			—


Total mezzanine equity		2,273,521,336			2,563,270,612			413,190,827			—			—


Shareholders' deficit:
Common shares, US$0.001 par value, 425,173,466 and 425,173,466 shares authorized, 6,096,842 and 6,096,842 shares issued and outstanding as of December 31, 2013 and June 30, 2014, respectively, and 84,095,911 outstanding on a pro forma basis as of June 30, 2014		40,281			40,281			6,493			517,425			83,407
Additional paid-in capital		—			—			—			2,562,793,468			413,113,913
Accumulated other comprehensive income		6,582,044			7,321,196			1,180,153			7,321,196			1,180,153
Accumulated deficit		(963,273,400	)		(1,117,451,037	)		(180,129,447	)		(1,117,451,037	)		(180,129,447	)


Total shareholders' deficit		(956,651,075	)		(1,110,089,560	)		(178,942,801	)		1,453,181,052			234,248,026


Total liabilities, mezzanine equity and shareholders' deficit		2,026,421,867			2,435,022,622			392,517,671			2,435,022,622			392,517,671

The accompanying notes are an integral part of these unaudited interim
condensed consolidated financial statements.

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EHI CAR SERVICES LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS
OF COMPREHENSIVE LOSS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2014
(RMB, except share data and per share data, or otherwise noted)

	For the Six Months Ended June 30,

	2013			2014
	RMB			RMB			US$ (Note 2(d))
Net revenues:
Car rentals		175,104,372			267,552,100			43,128,522
Car services		85,552,007			116,986,131			18,857,781


Total net revenues		260,656,379			384,538,231			61,986,303


Vehicle operating expenses		(237,915,312	)		(316,012,844	)		(50,940,235	)
Selling and marketing expenses		(18,140,365	)		(16,026,713	)		(2,583,454	)
General and administrative expenses		(56,115,466	)		(55,963,646	)		(9,021,156	)
Other operating income		1,894,174			12,681,695			2,044,248


Total operating expenses		(310,276,969	)		(375,321,508	)		(60,500,597	)


Profit/(Loss) from operations		(49,620,590	)		9,216,723			1,485,706
Interest income		201,355			2,831,356			456,405
Interest expense		(34,535,146	)		(30,953,820	)		(4,989,654	)
Other expense, net		(380,614	)		(395,807	)		(63,803	)


Loss before income taxes		(84,334,995	)		(19,301,548	)		(3,111,346	)
Provision for income taxes		(694,923	)		(1,384,301	)		(223,145	)


Net loss		(85,029,918	)		(20,685,849	)		(3,334,491	)


Accretion on Series A convertible redeemable preferred shares to redemption value		(3,729,798	)		(39,386	)		(6,349	)
Accretion on Series B convertible redeemable preferred shares to redemption value		(21,607,204	)		(1,949,164	)		(314,199	)
Accretion on Series C convertible redeemable preferred shares to redemption value		(35,567,920	)		(41,570,345	)		(6,701,003	)
Accretion on Series D convertible redeemable preferred shares to redemption value		(33,159,581	)		(28,324,812	)		(4,565,867	)
Accretion on Series E convertible redeemable preferred shares to redemption value		—			(51,282,092	)		(8,266,505	)
Accretion on Class A convertible redeemable preferred shares to redemption value		—			(12,587,297	)		(2,029,031	)


Net loss attributable to common shareholders		(179,094,421	)		(156,438,945	)		(25,217,445	)


Net loss		(85,029,918	)		(20,685,849	)		(3,334,491	)


Changes in cumulative foreign currency translation adjustment, net of tax of nil		4,128,849			739,152			119,149


Comprehensive loss		(80,901,069	)		(19,946,697	)		(3,215,342	)


Weighted average number of common shares used in computing net loss per share
Basic		6,096,842			6,096,842			6,096,842
Diluted		6,096,842			6,096,842			6,096,842
Net loss per share attributable to common shareholders
Basic		(29.37	)		(25.66	)		(4.14	)
Diluted		(29.37	)		(25.66	)		(4.14	)

The accompanying notes are an integral part of these unaudited
interim condensed consolidated financial statements.

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EHI CAR SERVICES LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2014
(RMB, except share data and per share data, or otherwise noted)

	Common shares

	Common shares				Additional paid-in capital				Accumulated deficit			Total shareholders' deficit
	Shares		Amount		Additional paid-in capital				Accumulated deficit			Total shareholders' deficit
Balance as of December 31, 2012		6,096,842		40,281		—		2,190,932		(598,717,873	)		(596,486,660	)
Share-based compensation		—		—		3,282,842		—		—			3,282,842
Accretion on Series A convertible redeemable preferred shares to redemption value		—		—		(2,404,767	)	—		(1,325,031	)		(3,729,798	)
Accretion on Series B convertible redeemable preferred shares to redemption value		—		—		(878,075	)	—		(20,729,129	)		(21,607,204	)
Accretion on Series C convertible redeemable preferred shares to redemption value		—		—				—		(35,567,920	)		(35,567,920	)
Accretion on Series D convertible redeemable preferred shares to redemption value		—		—		—		—		(33,159,581	)		(33,159,581	)
Net loss		—		—		—		—		(85,029,918	)		(85,029,918	)
Foreign currency translation adjustments		—		—		—		4,128,849		—			4,128,849


Balance as of June 30, 2013		6,096,842		40,281		—		6,319,781		(774,529,452	)		(768,169,390	)




Balance as of December 31, 2013		6,096,842		40,281		—		6,582,044		(963,273,400	)		(956,651,075	)
Share-based compensation		—		—		2,261,308		—		—			2,261,308
Accretion on Series A convertible redeemable preferred shares to redemption value		—		—		(39,386	)	—		—			(39,386	)
Accretion on Series B convertible redeemable preferred shares to redemption value		—		—		(1,949,164	)	—		—			(1,949,164	)
Accretion on Series C convertible redeemable preferred shares to redemption value		—		—		(272,758	)	—		(41,297,587	)		(41,570,345	)
Accretion on Series D convertible redeemable preferred shares to redemption value		—		—		—		—		(28,324,812	)		(28,324,812	)
Accretion on Series E convertible redeemable preferred shares to redemption value		—		—		—		—		(51,282,092	)		(51,282,092	)
Accretion on Class A convertible redeemable preferred shares to redemption value		—		—		—		—		(12,587,297	)		(12,587,297	)
Net loss		—		—		—		—		(20,685,849	)		(20,685,849	)
Foreign currency translation adjustments		—		—		—		739,152		—			739,152


Balance as of June 30, 2014		6,096,842		40,281		—		7,321,196		(1,117,451,037	)		(1,110,089,560	)

The accompanying notes are an integral part of these unaudited interim
condensed consolidated financial statements.

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EHI CAR SERVICES LIMITED

UNAUDITED INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013 AND 2014
(RMB, except share data and per share data, or otherwise noted)

	For the Six Months Ended June 30,

	2013			2014
	RMB			RMB			US$(Note 2(d))
Cash flows from operating activities:
Net loss		(85,029,918	)		(20,685,849	)		(3,334,491	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Provision for doubtful accounts		600,931			(80,652	)		(13,001	)
Depreciation and amortization		92,406,408			121,947,689			19,657,568
Amortization of convertible bonds issuance costs		486,398			—			—
Accretion of convertible bonds		12,004,531			—			—
Share-based compensation		3,282,842			2,261,308			364,516
Changes in operating assets and liabilities:
Accounts receivable		(10,052,056	)		(20,569,444	)		(3,315,727	)
Prepaid expenses and other assets		(26,089,424	)		(28,682,959	)		(4,623,599	)
Income tax payable		(1,829,499	)		(16,181	)		(2,608	)
Accounts payable		113,429			(33,200	)		(5,352	)
Accrued expenses and other liabilities		(22,059,201	)		(21,569,897	)		(3,476,997	)


Net cash (used in)/provided by operating activities		(36,165,559	)		32,570,815			5,250,309


Cash flows from investing activities:
Purchase of property and equipment		(176,518,899	)		(579,703,176	)		(93,446,253	)
Purchase of intangible assets		(5,814,348	)		(2,865,606	)		(461,926	)
Proceeds from disposal of property and equipment		36,939,481			26,661,189			4,297,696
Cash paid for cost method investment		—			(153,820,000	)		(24,795,281	)
Increase in restricted cash		(7,600,000	)		(82,234,546	)		(13,255,939	)


Net cash used in investing activities		(152,993,766	)		(791,962,139	)		(127,661,703	)


Cash flows from financing activities:
Proceeds from issuance of promissory note		130,387,080			—			—
Payment for redemption of convertible bonds		(104,939,300	)		—			—
Proceeds from issuance of convertible redeemable preferred shares		—			154,338,750			24,878,900
Payment of convertible redeemable preferred shares issuance costs		—			(859,771	)		(138,592	)
Proceeds from borrowings		136,080,085			460,728,094			74,267,860
Repayment of borrowings		(51,243,992	)		(169,433,045	)		(27,312,052	)
Payment of deferred initial public offering costs		—			(2,218,739	)		(357,653	)


Net cash provided by financing activities		110,283,873			442,555,289			71,338,463


Effect of exchange rate changes on cash and cash equivalents		(1,204,024	)		4,185,878			674,750
Net decrease in cash and cash equivalents		(80,079,476	)		(312,650,157	)		(50,398,181	)
Cash and cash equivalents-beginning of period		133,453,484			630,733,451			101,672,166


Cash and cash equivalents-end of period		53,374,008			318,083,294			51,273,985




Supplemental disclosure of cash flow information
Cash paid for interests		41,456,555			31,013,089			5,103,414
Cash paid for income taxes		2,524,422			1,400,482			225,753
Supplemental disclosure of non-cash investing activities:
Sales of property and equipment included in receivables		8,754,400			4,733,272			762,988
Increase in vehicle purchase deposits		17,930,538			74,179,220			11,957,447

The accompanying notes are an integral part of these unaudited interim
condensed consolidated financial statements.

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EHI CAR SERVICES LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS

(In Renminbi, except share and per share data, unless otherwise stated)

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

To further expand the Company's Internet and mobile services, the Company entered into a series of contractual arrangements in March 2014 with its PRC incorporated variable interest entity ("VIE") Shanghai eHi Information Technology Service Co., Ltd., or eHi Information, and its shareholders. eHi Information currently does not have any operation and the Company does not expect eHi Information to contribute a material portion of its net revenues and operations in the foreseeable future.

As of June 30, 2014, the Company's principal subsidiaries and consolidated affiliated entities are as follows:

				Place of incorporation

Shuzhi Information Technology (Shanghai) Co., Ltd. ("Shuzhi")	100	%	March 21, 2008	PRC
Shanghai eHi Car Rental Co., Ltd ("eHi Rental")	100	%	March 10, 2008	PRC
Beijing eHi Car Rental Co., Ltd. (subsidiary of eHi Rental)	100	%	August 20, 2008	PRC
Chongqing eHi Car Rental Co., Ltd. (subsidiary of eHi Rental)	100	%	December 5, 2009	PRC
eHi Auto Services (Hong Kong) Holding Limited	100	%	September 24, 2010	Hong Kong
Shanghai Smart Brand Auto Driving Services Co., Ltd ("Shanghai Smart Brand", subsidiary of Shuzhi)	100	%	April 13, 2011	PRC
Ehi Auto Services (Jiangsu) Co., Ltd. (subsidiary of eHi Hong Kong)	100	%	December 23, 2011	PRC
Shanghai eHi Chengshan Car Rental Co., Ltd. (subsidiary of eHi Rental)	100	%	August 16, 2012	PRC
L&L Financial Leasing Holding Limited	100	%	October 17, 2013	Hong Kong
Elite Plus Developments Limited (British Virgin Islands) ("Elite Plus")	100	%	March 11, 2014	British Virgin Islands
Shanghai eHi Information Technology Service Co., Ltd ("eHi Information")	100	%	March 13, 2014	PRC

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EHI CAR SERVICES LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Renminbi, except share and per share data, unless otherwise stated)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a): Basis of presentation

The unaudited interim condensed consolidated financial statements of the Company and its subsidiaries and VIE have been prepared in accordance with the accounting principles generally accepted in the United States of America ("U.S. GAAP"). Significant accounting policies followed by the Company in the preparation of the accompanying interim condensed consolidated financial statements are summarized below.

(b): Principles of consolidation

The consolidated financial statements of the Company have been prepared in accordance with U.S. GAAP. The consolidated financial statements include the consolidated financial statements of the Company, its subsidiaries and the VIE for which the Company is the ultimate primary beneficiary. Subsidiaries are those entities in which the Company, directly or indirectly, controls more than one half of the voting power; or has the power to govern the financial and operating policies, to appoint or remove the majority of the members of the board of directors, or to cast a majority of votes at the meeting of directors.

A VIE is an entity in which the Company, or its subsidiary, through contractual arrangements, bears the risks of, and enjoys the rewards normally associated with, ownership of the entity, and therefore the Company or its subsidiary is the primary beneficiary of the entity.

All transactions and balances among the Company, its subsidiaries and the VIE have been eliminated upon consolidation.

(c): Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from such estimates. Significant accounting estimates reflected in the Company's consolidated financial statements include allowance for doubtful accounts, costs related to customer loyalty programs, useful lives and residual values of vehicles, impairment of intangibles and long-lived assets, valuation of share-based awards and forfeiture rates, assumptions used in determining the fair value of the warrants, and beneficial conversion features.

(d): Foreign currency and foreign currency translation

Transactions denominated in other than the functional currencies are re-measured into the functional currency of the entity at the exchange rates prevailing on the transaction dates. Foreign

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EHI CAR SERVICES LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Renminbi, except share and per share data, unless otherwise stated)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

currency denominated financial assets and liabilities are re-measured at the balance sheet date exchange rate. The resulting exchange differences are included in the consolidated statements of comprehensive loss as general and administrative expenses.

Assets and liabilities of the Company and its subsidiaries incorporated outside of PRC are translated into RMB at fiscal period-end exchange rates. Income and expense items are translated at average exchange rates prevailing during the period. Translation adjustments arising from these are reported as foreign currency translation adjustments and are shown as a component of other comprehensive income or loss in the consolidated statements of changes in shareholders' deficit.

(e): Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents and accounts receivable.

When providing services, the Company generally requires individual customers to make advance payments, or a deposit from the corporate clients before the services are rendered. Accounts receivable primarily represents those receivables derived in the ordinary course of business in relation to corporate clients. The Company offers payment term in the range of 45-60 days to all corporate clients. Substantially all revenue was derived from customers located in China.

No single customer accounted for more than 10% of the Company's consolidated accounts receivable as of December 31, 2013 and June 30, 2014, nor for more than 10% of the Company's consolidated net revenues in any of the periods presented either.

(f): Restricted cash

(g): Investments

For investments where the Company does not have a controlling financial interest, the Company evaluates if they are investments in debt and equity securities and if they provide the Company with the

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EHI CAR SERVICES LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Renminbi, except share and per share data, unless otherwise stated)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

ability to exercise significant influence over the operating and financial policies of the investees. Investments in debt and equity securities are classified into one of three categories: (i) "held to maturity" which are reported at amortized cost; (ii) "trading securities" which are reported at fair value with unrealized holding gains and losses recorded in earnings; and (iii) "available for sale" which are reported at fair value with changes in unrealized gains and losses recorded in other comprehensive income. The equity method is used for investments where the Company does not have a controlling financial interest but has the ability to exercise significant influence over the operating and financial policies of the investee. Cost method is used for investments where the Company does not have the ability to exercise significant influence over the operating and financial policies of the investee.

Investments are evaluated for impairment when facts or circumstances indicate that the fair value of an investment is less than its carrying value. The Company reviews several factors to determine whether a loss is other-than-temporary including, but not limited to, (1) nature of the investment; (2) cause and duration of the impairment; (3) extent to which fair value is less than cost; (4) current economic and market conditions; and (5) ability to hold the security for a period of time sufficient to allow for any anticipated recovery in fair value.

(h): Property and equipment, net


Vehicles		3 – 4 years
In-car equipment		3 years
Office furniture and equipment		5 years
Software		3 – 5 years
Leasehold improvements		Over the shorter of the lease term or the estimated useful life of the asset 1 – 5 years

Vehicles

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EHI CAR SERVICES LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Renminbi, except share and per share data, unless otherwise stated)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

The Company monitors accounting estimates relating to vehicles on a quarterly basis, including the depreciation rates and estimated residual value of vehicles. Changes made to estimates are reflected in vehicle-related depreciation expense on a prospective basis. Gain or loss on disposal of vehicles is recognized as an adjustment to depreciation expense as part of vehicle operating expenses in the consolidated statements of comprehensive loss. The Company recorded losses of RMB5,012,889 and gains of RMB492,357 on disposal of vehicles for the six months ended June 30, 2013 and 2014, respectively. The Company adjusts the net carrying value of vehicles to zero if the vehicle has been inactive and could not be tracked via the installed GPS system for more than six months; such loss is recorded in the consolidated statements of comprehensive loss as vehicle operating expenses.

(i): Revenue recognition

(j): Customer loyalty program

The Company has a customer loyalty program where registered members earn points upon eligible purchases and such points can be redeemed for free rental periods, mileage upgrades, and other free gifts. The Company estimates the incremental costs associated with the Company's future obligation to its customers, and records them as selling and marketing expense in the consolidated statements of comprehensive loss. Unredeemed membership points are recorded in accrued expenses and other current liabilities in the consolidated balance sheets. The Company adjusts the liability associated with

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EHI CAR SERVICES LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Renminbi, except share and per share data, unless otherwise stated)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

the customer loyalty program based on the Company's estimate of future redemption of membership points prior to their expiration, which is three years from the day the membership points are awarded.

As of December 31, 2013 and June 30, 2014, the accrued liabilities associated with the customer loyalty program were RMB3,074,703 and RMB3,397,165, respectively.

(k): Taxation

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EHI CAR SERVICES LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Renminbi, except share and per share data, unless otherwise stated)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(l): Government grants and subsidy income

The Company receives government grants and subsidies in the PRC from various levels of local governments from time to time which are granted for general corporate purposes and to support its ongoing operations in the region. The Company is also entitled to receive financial subsidies in relation to the VAT Pilot Program. These government subsidies are recorded as other operating income on the consolidated statement of comprehensive loss in the period cash is received.

(m): Fair value measurements

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

The three levels of inputs that may be used to measure fair value include:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Observable, market-based inputs, other than quoted prices, in active markets for identical assets or liabilities.

Level 3: Unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company's financial instruments include cash and cash equivalents, restricted cash, accounts receivable, accounts payable, advance from customers, warrant liabilities, certain accrued expenses and other current liabilities, convertible bonds, and short-term and long-term borrowings. The carrying amounts of the short-term financial instruments approximate their fair values due to the short-term maturity of these instruments. The Company does not use derivative instruments to manage risk.

The carrying value of long-term borrowings approximate their fair values at December 31, 2013 and June 30, 2014 as the interest rates they bear reflect the current market yield for comparable borrowings.

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EHI CAR SERVICES LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Renminbi, except share and per share data, unless otherwise stated)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

(n): Vehicle purchase deposits

(o): Share-based compensation

The Company recognizes share-based compensation based on the grant date fair value of equity awards, with compensation expense recognized over the period in which the grantee is required to provide services to the Company in exchange for the equity award. Share-based compensation expense is classified in the consolidated statements of comprehensive loss based upon the job function of the grantee. For the six months ended June 30, 2013 and 2014, the Company recognized share-based compensation expense of RMB3,282,842 and RMB2,261,308, respectively, as follows:

	For the Six Months Ended June 30,

	2013		2014
Vehicle operating expenses		7,364		6,699
Selling and marketing expenses		58,132		50,538
General and administrative expenses		3,217,346		2,204,071


Total		3,282,842		2,261,308

(p): Deferred initial public offering costs

Deferred initial public offering costs consist principally of legal, printing and other professional service costs in connection with the initial public offering ("IPO") of the Company's ordinary shares. Such costs are deferred until the closing of the offering, at which time the deferred costs are offset against the offering proceeds. In the event the offering is unsuccessful or aborted, the costs will be expensed. Deferred initial public offering costs as of June 30, 2014 amounted to RMB2,218,739 (US$357,654) and were included in other non-current assets on the consolidated balance sheets.

(q): Recently issued accounting standards

In April 2014, the FASB issued ASU 2014-08, "Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity". This update changed the threshold for reporting discontinued operations and added new disclosures for disposals. Under the updated guidance, a discontinued operation is defined as a component or group of components that is disposed of or is classified as held for sale and represents a strategic shift that has (or will have) a major effect on an entity's operations and financial results. This ASU is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2014. The Company is in the process of evaluating the impact of the standard on its consolidated financial statements.

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EHI CAR SERVICES LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Renminbi, except share and per share data, unless otherwise stated)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In May 2014, the FASB and IASB issued their converged standard on revenue recognition. The objective of the revenue standard ASU 2014-09, "Revenue from Contracts with Customers (Topic 606)" is to provide a single, comprehensive revenue recognition model for all contracts with customers to improve comparability within industries, across industries, and across capital markets. The revenue standard contains principles that an entity will apply to determine the measurement of revenue and timing of when it is recognized. The underlying principle is that an entity will recognize revenue to depict the transfer of goods or services to customers at an amount that the entity expects to be entitled to in exchange for those goods or services. For public companies, the revenue standard is effective for the first interim period within annual reporting periods beginning after December 15, 2016 and early adoption is not permitted. The Company is in the process of evaluating the impact of the standard on its consolidated financial statements.

3. ALLOWANCE FOR DOUBTFUL ACCOUNTS

Allowance for doubtful accounts are primarily comprised of allowances for accounts receivable. An analysis of allowance for doubtful accounts for the year ended December 31, 2013 and for the six months ended June 30, 2014 is as follows:

	As of

	December 31, 2013		June 30, 2014
Balance, beginning of the period		3,513,353		5,041,727
Provision for doubtful accounts		1,528,374		986,836
Reversals		—		(1,067,488	)


Balance, end of the period		5,041,727		4,961,075

4. PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist of the following:

	As of

	December 31, 2013		June 30, 2014
Prepaid insurance expense		36,726,579		46,846,894
Staff advance		9,375,763		8,482,590
Rental deposits		4,709,220		6,163,242
Prepaid gasoline and repair supplies		6,848,754		7,582,979
Receivable from disposal of vehicles		4,095,005		4,733,272
VAT deductible		5,187,218		19,746,836
Prepaid rental expense		2,582,377		3,642,778
Others		9,328,183		10,975,734


		78,853,099		108,174,325

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EHI CAR SERVICES LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Renminbi, except share and per share data, unless otherwise stated)

5. INVESTMENTS

In April 2014, the Company acquired series B preferred shares of Travice Inc., a private company which developed and operates Kuaidi mobile taxi and car calling service provider. The series B preferred shares acquired represent 8.4% of the then outstanding share capital of Travice Inc. Concurrently, Travice Inc. also issued warrants to the Company to purchase additional 4,684,074 series C preferred shares of Travice Inc. The total consideration given for series B preferred shares and warrants was RMB154,251,500 (US$25,000,000). The series B preferred shares are not in substance common stock. Cost method was applied to account for the investments as they are equity investments that are not considered as debt or equity securities that have readily determinable fair values. Furthermore, the warrant to purchase series C preferred shares do not meet the definition of a derivative as the contractual terms do not provide for net settlement and the underlying shares are an investment in a private company. In the six months ended June 30, 2014, there was no impairment recorded for such investments.

6. PROPERTY AND EQUIPMENT, NET

Property and equipment, net consist of the following:

	As of

	December 31, 2013			June 30, 2014
Vehicles		1,318,007,461			1,674,540,687
In-car equipment		21,344,112			22,371,317
Leasehold improvement		6,981,902			8,636,013
Software		9,406,495			9,843,861
Office furniture and equipment		15,287,077			16,670,407


Property and equipment subject to depreciation		1,371,027,047			1,732,062,285
Less: accumulated depreciation		(377,095,835	)		(471,285,261	)


Subtotal		993,931,212			1,260,777,024
Construction in progress		68,399,823			151,935,839


Property and equipment, net		1,062,331,035			1,412,712,863

The Company recorded depreciation expense relating to vehicles and in-car equipment of RMB88,719,303 and RMB118,121,499 for the six months ended June 30, 2013 and 2014, respectively, as the vehicle operating expenses in the consolidated statements of comprehensive loss. Depreciation expense of other property and equipment totaled RMB3,687,105 and RMB3,826,190 for the six months ended June 30, 2013 and 2014, respectively, were recorded in the consolidated statements of comprehensive loss as operating expenses.

Construction in progress include RMB64,941,198 and RMB147,229,047 of vehicles that are not yet placed in service as of December 31, 2013 and June 30, 2014, respectively.

As of December 31, 2013 and June 30, 2014, vehicles and in-car equipment with an aggregate initial cost of RMB523,916,545 and RMB729,416,545, respectively, were used as collateral in relation to certain long-term borrowing arrangements as disclosed in Note 7.

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EHI CAR SERVICES LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Renminbi, except share and per share data, unless otherwise stated)

7. BORROWINGS

	As of

	December 31, 2013		June 30, 2014
Short-term borrowings		109,157,440		221,157,440
Long-term borrowings, current portion		110,482,981		125,288,348


Subtotal		219,640,421		346,445,788
Long-term borrowings, non-current portion		375,726,271		540,215,953


Total		595,366,692		886,661,741

Short-term borrowings

	As of

	December 31, 2013		June 30, 2014
Notes payable		84,157,440		34,157,440
Short-term bank borrowings guaranteed by a third-party guarantee agent		25,000,000		25,000,000
Short-term bank borrowings guaranteed by the Founder, Ray Ruiping Zhang		—		80,000,000
Short-term bank borrowings		—		82,000,000


Total short-term bank borrowings		109,157,440		221,157,440

The Company is required to maintain a certain balance of cash deposit in designated bank accounts for the notes payable outstanding as of December 31, 2013 and June 30, 2014. Such required cash deposit of RMB30,247,232 and RMB24,186,432, respectively, are classified as restricted cash on the consolidated balance sheet.

In January 2014, the Company entered into a short-term loan facility agreement with a bank for which the total loan facility up to RMB150,000,000 is made available to the Company. As of June 30, 2014, the principal amount outstanding under this agreement was RMB82,000,000, with interest rate of 6.6% per annum. In conjunction with the loan facility agreement, the Company is also required to maintain a certain balance of cash deposit in designated bank accounts for the period the bank borrowing is outstanding. Such required cash deposit of RMB88,295,346 is classified as restricted cash on the consolidated balance sheets as of June 30, 2014.

The weighted average interest rate on short-term bank borrowings was 6.21% and 6.48% for the six months ended June 30, 2013 and 2014, respectively.

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EHI CAR SERVICES LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Renminbi, except share and per share data, unless otherwise stated)

7. BORROWINGS (Continued)

Long-term borrowings

	As of

	December 31, 2013		June 30, 2014
Long-term bank borrowing guaranteed by a third-party guarantee agent		40,000,000		68,000,000
Long-term borrowings		446,209,252		597,504,301


Total long-term borrowings		486,209,252		665,504,301

Long-term bank borrowing guaranteed by a third-party guarantee agent

In 2013, the Company entered into a long-term loan facility agreement with a bank for which the total loan facility up to RMB80,000,000 is made available to the Company. As of December 31, 2013 and June 30, 2014, the principal amounts outstanding under this agreement were RMB40,000,000 and RMB68,000,000, respectively, with interest rate of 6.77% per annum. The principal and interest are payable quarterly over three years. The loan was guaranteed by a third-party guarantee agent, and the Company pledged 20.73% of a consolidated subsidiary's equity interest to the third-party guarantee agent as collateral of the long-term bank borrowing arrangement. Equity interests pledged represented 9.3% of the Company's consolidated net assets as of June 30, 2014.

Long-term borrowings

From 2011 to 2012, in connection with purchase of vehicles, the Company entered into four long-term borrowing agreements with an automobile financing company for an aggregate principal amount of RMB23,148,510. The principal and interest are payable monthly over three years and bear interest rates in the range of 10.2% and 10.5% per annum. The loans were collateralized by vehicles with an aggregate initial cost of RMB35,784,456. As of December 31, 2013 and June 30, 2014, principal amounts outstanding under these agreements were RMB6,268,988 and RMB2,154,757, respectively.

In 2013 and 2014, the Company entered into two long-term borrowing agreements with a third-party financing company for purchase of certain vehicles. Principal amounts of these long-term borrowings were RMB295,029,550 with an interest rate of 11% per annum. Principals are payable at the end of the borrowing term, which were three years from the contract date, and interests are payable quarterly over the term of the borrowing arrangement. These loans were collateralized by vehicles with an aggregate initial cost of RMB297,292,920. Additionally, the Company pledged 100% of a consolidated subsidiary's equity interest to the third-party financing company. As of December 31, 2013 and June 30, 2014, total principal amounts outstanding under these agreements were RMB100,194,941 and RMB295,029,550, respectively. Equity interests pledged represented 3.1% of the Company's consolidated net assets as of June 30, 2014.

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EHI CAR SERVICES LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Renminbi, except share and per share data, unless otherwise stated)

7. BORROWINGS (Continued)

cost of RMB386,339,169 and RMB396,339,169 as of December 31, 2013 and June 30, 2014, respectively. As of December 31, 2013 and June 30, 2014, total principal amounts outstanding under these agreements were RMB339,745,323 and RMB300,319,994, respectively.

The undrawn loan facilities available to the Company totaled RMB68,000,000 as of June 30, 2014.

Future principal maturities of long-term borrowings as of June 30, 2014 are as follows:

	Amount

Years Ended December 31,	(RMB)
Remainder of 2014		62,372,210
2015		128,705,191
2016		426,191,946
2017		48,234,954


Total		665,504,301

8. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following:

	As of

	December 31, 2013		June 30, 2014
Customer deposits		16,413,804		14,163,678
Advance from customers		20,242,845		21,870,663
Accrued employee payroll and welfare		25,661,622		26,335,260
Accrued advertising expense		6,720,290		1,433,366
Accrued professional service fees		2,320,000		1,551,500
Accrued liability related to customer loyalty program		3,074,703		3,397,165
Others		30,709,537		17,750,797


Total		105,142,801		86,502,429

9. TAXATION

The Company has incurred net accumulated operating losses for income tax purposes since its inception. The Company believes that it is more likely than not that these net accumulated operating

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EHI CAR SERVICES LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Renminbi, except share and per share data, unless otherwise stated)

9. TAXATION (Continued)

losses and other deferred tax assets will not be utilized in the future. Therefore, the Company has provided full valuation allowances for the deferred tax assets as of December 31, 2013 and June 30, 2014.

10. CONVERTIBLE BONDS

On May 6, 2011, the Company issued convertible promissory notes with a principal amount of RMB 45,551,800 (US$7,000,000) to two investors (the "2011 Notes"). On June 10, 2011, the Company issued a RMB 227,155,436 (US$35,000,000) convertible bonds ("CB") due in June 2013, for cash of RMB 181,603,636 (US$28,000,000) and the conversion of previously issued 2011 Notes to both existing shareholders and new investors. The CB is guaranteed by the Founder, Ray Ruiping Zhang, and bears cash interest at 8% per annum which is payable annually.

Redemption

The CB is redeemable in the event of default or at maturity at an amount equal to the sum of (i) subscription price, (ii) interest payment accrued and outstanding, (iii) an amount equal to an internal return rate of 15% per annum, less interest previously paid and interest accrued and outstanding ("Redemption Amount"). An event of default includes, among other things, the failure to pay principal or interest when due, failure to comply with certain non-financial covenants or any payment default on Group indebtedness in excess of US$2,000,000. In addition, in the event of a winding up or liquidation of the Company, the CB holders are paid, in preference to holders of Preferred Shareholders and common shareholders, an amount equal to the Redemption Amount.

Conversion

The issuance of a portion of the CB represents an extinguishment of the 2011 Notes, as the difference between the fair value of the embedded conversion option under the 2011 Notes and the embedded conversion option under the CB was greater than 10% of the carrying value of the 2011 Notes at the exchange date. As such, the Company recorded the portion of the CB related to the extinguishment of the 2011 Notes of RMB45,551,800 (US$7,000,000) at its fair value of RMB57,092,127 (US$8,782,400) and recognized a loss on extinguishment of RMB11,540,327 (US$1,782,400) as a component of other expense in the consolidated statements of comprehensive loss. The Company assessed the existence of a beneficial conversion feature at the extinguishment date and recognized a beneficial conversion feature of RMB 327,425 at the extinguishment date of June 10, 2011.

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EHI CAR SERVICES LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Renminbi, except share and per share data, unless otherwise stated)

10. CONVERTIBLE BONDS (Continued)

Protective right

The CB holders have the protective right over the incurrence of indebtedness exceeding US$1,000,000, other than in the ordinary course of business.

Immediately upon issuance of the CB, the Company entered into an investors' rights agreement with its shareholders and bondholders. Pursuant to the agreement, after the qualified initial public offering, each of CB holders have the right to nominate at least one person to be elected as a director, provided that each of them still holds more than 50% of the securities that it held at the time of the investors' rights agreement.

Modification of CB

The Company's CB with a total principal amount of US$35,000,000 matured on June 10, 2013. On that day, the Company repaid US$17,000,000 of CB in cash based on the proportionate Redemption Amount under the original terms of the CB. The holders of remaining US$18,000,000 CB, all of which were also holders of the Series A through Series C Preferred Shares, agreed to extend the maturity date of CB to July 10, 2013 with no interest charged during the extension period. On July 10, 2013, the Company and the CB holders agreed to extend the maturity of the US$18,000,000 CB for an additional month and granted the Company the option to repay the CB in cash or through issuance of common shares at a per share price of US$3.89. Subsequently, the parties then agreed to extend the maturity date until ongoing negotiations were completed amongst investors of 2013 Notes, CB and Preferred Shares (see Note 12). These ongoing negotiations were completed on October 9, 2013 when the Company modified the CB conversion clause such that the CB is convertible into Class A shares (see Note 12). On the same day, immediately after the conversion clause modification, the CB (including principal and unpaid accrued interest), along with 2013 Notes, was converted to 10,427,373 shares of Class A shares in total as agreed by the holders of outstanding CB and 2013 Notes. Additionally, on the same day, all of the CB holders also agreed to extend the redemption date of their Preferred Shares.

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EHI CAR SERVICES LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Renminbi, except share and per share data, unless otherwise stated)

10. CONVERTIBLE BONDS (Continued)

The Company assessed the accounting impact of each amendment resulted from the broader negotiations between the Company and the Preferred Shareholders who were also holders of the CB. The Company first accounted for the extension of maturity for one month as debt modification given the immaterial change in timing of cash flow (without the impact of the conversion option) and the change in fair value of the embedded conversion option due to the one-month extension was not greater than 10% of the carrying value of the CB at the exchange date. The Company then evaluated the second amendment and concluded that the second amendment should be treated as an extinguishment of the CB. Given that the CB holders were also existing preferred shareholders, the modification of the CB was accounted for as a capital transaction and the Company recognized deemed contribution from the CB holders of RMB16,750,848 (US$2,717,000). Lastly, when the Company agreed to modify the conversion clause in order for the CB to become convertible into Class A shares in October 2013, such conversion option was exercised on the same day and the issuance of Class A shares was a legal extinguishment of the CB. Since the last negotiation was merely a continuation of the prior negotiations and all of the CB holders were also holders of Preferred Shares that were modified concurrently as part of a broader equity restructuring, the Company recorded a deemed distribution to the CB holders of RMB21,124,831(US$3,448,215) in connection with the amendment of the conversion clause.

11. CONVERTIBLE PROMISSORY NOTES

On June 10, 2013, the Company issued a RMB130,769,398 (US$21,122,500) convertible promissory note ("2013 Notes") to investor of Series D Shares (see Note 12) at an annual interest rate of 0%, maturing on July 10, 2013. Under the agreement, the holder of the 2013 Notes may convert the 2013 Notes outstanding principal into common shares at the conversion price of US$3.89 at any time. In addition, the Company also has the option to repay any and all amount due of the 2013 Notes at maturity in cash or through issuance of common shares at a conversion price at US$3.89. As the fair value of the Company's common shares on June 10, 2013 of US$3.89 was the same as the effective conversion price of US$3.89, the Company did not record a beneficial conversion feature ("BCF").

The 2013 Notes were modified in July 2013 to extend the maturity to August 10, 2013 and further extended as agreed upon until negotiation with Crawford was completed. The Company accounted for the extension of maturity date as a debt modification given the lack of change in cash flow (without the impact of the conversion option) and the change in fair value of the embedded conversion option due to the extension of one month was not greater than 10% of the carrying value of the 2013 Notes at the exchange date. On October 9, 2013, the Company and Crawford agreed to modify the embedded conversion options such that the 2013 Notes were convertible into Class A preferred shares as opposed to common shares of the Company. The conversion option into Class A preferred shares was exercised on the same day; the CB (see Note 10) and 2013 Notes together were converted to 10,427,373 shares of Class A preferred shares. The Company accounted for the conversion into Class A as an extinguishment of the 2013 Notes. Since the holder of the 2013 Notes is also the investor of Series D Shares, the modification of the 2013 Notes was considered a capital transaction and the Company recorded a deemed distribution to the 2013 Notes holders of RMB23,038,805 (US$3,746,653) in connection with the amendment of the conversion clause.

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EHI CAR SERVICES LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Renminbi, except share and per share data, unless otherwise stated)

12. CONVERTIBLE REDEEMABLE PREFERRED SHARES

The Company subsequently issued convertible promissory notes of US$5,000,000 in September 2008. On July 28, 2009, the Company issued 8,030,303, shares of Series B convertible redeemable preferred shares (the "Series B Shares") for RMB13.67 (US$2.00) per share for cash of RMB68,251,500 (US$10,000,000), and the conversion of US$5,000,000 promissory notes previously issued in September 2008. In conjunction with the offering of the Series B Shares, the Company incurred issuance costs of RMB1,459,640 (US$213,862). The Company issued a second tranche of Series B Shares on January 27, 2010 at RMB15.02 (US$2.20) per share for total consideration of RMB25,253,055 (US$3,700,000).

In April 2010, the Company again issued convertible promissory notes of US5,000,000. On September 2, 2010, the Company issued 15,679,743 shares of Series C convertible redeemable preferred shares (the "Series C Shares") for RMB21.18 (US$3.11) per share for cash of RMB297,020,653 (US$43,598,722) and the conversion of the promissory notes issued in April 2010 and accrued interest with a carrying value of RMB35,188,971 (US$5,165,278). In connection with the issue of the Series C Shares, a total of 5,452,752 warrants were issued to purchase Series B and C Shares. The Company incurred issuance costs of RMB2,043,780 (US$300,000) in connection with the offering of Series C Shares.

On April 16, 2014, the Company issued 4,545,455 additional shares of Series E convertible redeemable preferred shares (the "Series E Shares") for RMB33.95 (US$5.50) per share for cash of RMB154,338,750 (US$25,000,000) and incurred issuance cost of RMB342,570 (US$55,490).

The Series A, B, C, D and E shares and the Class A shares are collectively referred to as the Preferred Shares.

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EHI CAR SERVICES LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Renminbi, except share and per share data, unless otherwise stated)

12. CONVERTIBLE REDEEMABLE PREFERRED SHARES (Continued)

Conversion

The conversion option can only be settled by issuance of common shares except that fractional shares may be settled in cash.

The Company determined that there were no beneficial conversion features identified for any of the Preferred Shares during any of the periods. In making this determination, the Company compared the fair value of the common shares into which the Preferred Shares are convertible with the respective effective conversion price at the issuance date. When the Company issued multiple instruments (e.g., freestanding warrants and Preferred Shares) in a bundled transaction, the Company determined the effective conversion price for the Preferred Shares (e.g., the Series D Shares) by first assessing the classification of the freestanding warrants issued concurrently and computing the fair value of the warrants. For the warrants that are equity classified, such as those issued concurrently with Series D Shares, the Company allocated the amount of proceeds to the Series D Shares and warrants using the relative fair value method. The amount allocated to the D Shares was then divided by the number of common shares into which the Series D Shares were convertible on the commitment date to determine the effective conversion price per share for each investor. In all instances, the effective conversion price was greater than the fair value of the common shares. To the extent a conversion price adjustment occurs, as described above, the Company will reevaluate whether or not a beneficial conversion feature should be recognized.

Dividends

The Preferred Shares participate in dividends on an as-converted basis and must be paid prior to any payment on common shares.

Upon conversion, any declared or accrued but unpaid dividends will be converted into common shares at the same applicable conversion price.

Redemption

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EHI CAR SERVICES LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Renminbi, except share and per share data, unless otherwise stated)

12. CONVERTIBLE REDEEMABLE PREFERRED SHARES (Continued)

then outstanding ("Redemption Date"), the Company shall redeem all of the respective outstanding Preferred Shares in that class or series. Additionally, upon the occurrence of Series C, D and E redemption event, a specified percentage of the holders of Series C, D, and E then outstanding (specifically, at least 50%, 50% and 45% for Series C, D and E, respectively) may also require the Company to redeem all of the respective outstanding Preferred Shares. Series C, D and E redemption events include certain events that have a material adverse effect on the Company's operations, breach of representation or warranty, failure to comply with certain transfer restrictions, breach of certain provisions in the related investors' rights and share purchase agreements. Series C and D redemption events also include the Company's failure to complete a Qualified IPO by June 30, 2016.

The redemption price of Series A and B Shares is equal to 200% of the original issuance price plus all declared but unpaid dividends. The redemption price of the Class A, Series C, D and E Shares is equal to the sum of (a) 100% of the issuance price, (b) 15% compounded annual rate of return and (c) all declared but unpaid dividends. The full amount of the redemption price due but not paid shall accrue interest daily at a rate of 20% per annum from the applicable Redemption Date.

Voting

Liquidation

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EHI CAR SERVICES LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Renminbi, except share and per share data, unless otherwise stated)

12. CONVERTIBLE REDEEMABLE PREFERRED SHARES (Continued)

Transfer restrictions

Accounting of preferred shares

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EHI CAR SERVICES LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Renminbi, except share and per share data, unless otherwise stated)

12. CONVERTIBLE REDEEMABLE PREFERRED SHARES (Continued)

IPO is not within the control of the Company and is not deemed probable to occur for accounting purposes until the effective date of the Qualified IPO. As such, the Company continued to recognize accretion of the Preferred Shares during six months of ended June 30, 2013 and 2014. The accretion of Preferred Shares was RMB94,064,503 (US$14,218,537) and RMB135,753,096 (US$21,353,974) for the six months ended June 30, 2013 and 2014, respectively.

Modification of preferred shares

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EHI CAR SERVICES LIMITED
NOTES TO THE UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(In Renminbi, except share and per share data, unless otherwise stated)

12. CONVERTIBLE REDEEMABLE PREFERRED SHARES (Continued)

The Company's convertible redeemable preferred shares activities for the six months ended June 30, 2013 and 2014 are summarized below:

	Series A Shares				Series B Shares				Series C Shares				Series D Shares				Series E Shares				Class A Shares

	Number of shares		Amount (RMB)		Number of shares		Amount (RMB)		Number of shares		Amount (RMB)		Number of shares		Amount (RMB)		Number of shares		Amount (RMB)		Number of shares		Amount (RMB)
Balance as of December 31, 2012		5,000,000		64,138,820		12,123,314		291,988,956		17,348,382		501,093,982		10,000,000		312,418,008		—		—		—		—
Accretion on convertible redeemable preferred shares to redemption value		—		3,729,798		—		21,607,204		—		35,567,920		—		33,159,581		—		—		—		—


Balance as of June 30, 2013		5,000,000		67,868,618		12,123,314		313,596,160		17,348,382		536,661,902		10,000,000		345,577,589		—		—		—		—


Balance as of December 31, 2013		5,000,000		68,146,852		12,123,314		327,058,282		17,348,382		575,422,644		10,000,000		377,488,481		18,554,545		630,205,581		10,427,373		295,199,496


Accretion on convertible redeemable preferred shares to redemption value		—		39,386		—		1,949,164		—		41,570,345		—		28,324,812		—		51,282,092		—		12,587,297
Issuance of Series E shares, net of issuance cost		—		—		—		—		—		—		—		—		4,545,455		153,996,180		—		—


Balance as of June 30, 2014		5,000,000		68,186,238		12,123,314		329,007,446		17,348,382		616,992,989		10,000,000		405,813,293		23,100,000		835,483,853		10,427,373		307,786,793

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EHI CAR SERVICES LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Renminbi, except share and per share data, unless otherwise stated)

13. SHARE-BASED COMPENSATION



Options outstanding at December 31, 2013	3,962,650		2.66	2.19	4,564,417	1.14
Granted	—		—	—	—	—
Cancelled and forfeited	(76,500	)	2.44	—	—	2.23


Options outstanding at June 30, 2014	3,886,150		2.66	1.88	4,459,452	1.12




Options exercisable at June 30, 2014	3,686,150		2.64	1.58	4,319,452	1.09

The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the estimated fair value of the underlying stock at each reporting date.

No options were granted in the six months ended June 30, 2014.

Share-based compensation expense is recorded on a straight-line basis over the requisite service period, which is generally three to five years from the date of the grant. The Company recognized share-based compensation expense of RMB3,282,842 and RMB2,261,308 in the consolidated statements of comprehensive loss for the six months ended June 30, 2013 and 2014, respectively.

As of June 30, 2014, there was RMB 3,924,051 in total unrecognized compensation expense related to share options, which is expected to be recognized over a weighted-average period of 0.58 years.

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EHI CAR SERVICES LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Renminbi, except share and per share data, unless otherwise stated)

14. LOSS PER SHARE

Basic and diluted net loss per share for each of the periods presented are calculated as follows:

	For the Six Months Ended June 30,

	2013			2014
	RMB			RMB
Numerator:
Net loss		(85,029,918	)		(20,685,849	)
Accretion on convertible redeemable preferred shares to redemption value		(94,064,503	)		(135,753,096	)


Numerator for basic and diluted net loss per share		(179,094,421	)		(156,438,945	)




Denominator:
Weighted average number of common shares outstanding—basic and diluted		6,096,842			6,096,842
Basic and diluted net loss per share attributable to the Company's common shareholders		(29.37	)		(25.66	)

Basic net earnings (loss) per share is computed using the weighted average number of common shares outstanding during the period. Diluted net earnings (loss) per share is computed using the weighted average number of common shares and dilutive common share equivalents outstanding during the period. For the six months ended June 30, 2013 and 2014, the Class A, Series A, Series B, Series C, Series D, and Series E Preferred Shares of 44,471,696 and 75,347,554, respectively, on a weighted average basis were anti-dilutive and excluded from the calculation of diluted net loss per share. The effects of all outstanding share options have also been excluded from the computation of diluted loss per share for the six months ended June 30, 2013 and 2014 as their effects would be anti-dilutive.

The Company's convertible redeemable preferred shares were participating securities because they had contractual rights to share in the profits but not losses of the Company. For the six months ended June 30, 2013 and 2014, the two-class method was not used in computing basic and diluted loss per share as the Company was in a net loss position.

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EHI CAR SERVICES LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Renminbi, except share and per share data, unless otherwise stated)

15. COMMITMENTS AND CONTINGENCIES

(a): Operating leases

Years Ended December 31,		(RMB)

Remainder of 2014			14,836,384
2015			30,428,259
2016			18,915,791
2017			11,599,139
Thereafter			3,000,883


			78,780,456

The Company recorded rental expense of RMB12,823,109 and RMB16,056,646 in the consolidated statements of comprehensive loss during the six months ended June 30, 2013 and 2014, respectively.

(b): Purchase commitments

The Company's purchase commitments relate to purchase of rental vehicles. Total capital commitments contracted but not yet reflected in the consolidated financial statements amounted to RMB45,250,908 as of June 30, 2014. All of these purchase commitments will be fulfilled in the year ending December 31, 2014.

Other than those disclosed above, the Company did not have other significant capital and other commitments, long-term obligations, or guarantees as of June 30, 2014.

(c): Contingencies

16. UNAUDITED PRO FORMA BALANCE SHEET AND LOSS PER SHARE

Unaudited pro forma balance sheet information as of June 30, 2014 assumes the automatic conversion of all of the outstanding convertible redeemable preferred shares into common shares at the original conversion ratio as described in Note 12, as if the conversion had occurred as of June 30, 2014.

Unaudited pro forma basic and diluted net loss per share was computed to give effect to the automatic conversion of Class A Preferred Shares, Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares, and Series E Preferred Shares using the

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EHI CAR SERVICES LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Renminbi, except share and per share data, unless otherwise stated)

16. UNAUDITED PRO FORMA BALANCE SHEET AND LOSS PER SHARE (Continued)

if converted method as though the conversion had occurred as of the beginning of the period or the original date of issuance, if later.

	For the Six Months Ended June 30, 2014

	RMB
Numerator:
Net loss attributable to common shareholders		(156,438,945	)
Add: Accretion on convertible redeemable preferred shares to redemption value		135,753,096


Numerator for pro forma basic and diluted net loss per share		(20,685,849	)




Denominator:
Weighted average number of common shares outstanding		6,096,842
Weighted average number of Preferred Series A Share conversion		5,000,000
Weighted average number of Preferred Series B Share conversion		12,123,314
Weighted average number of Preferred Series C Share conversion		17,348,382
Weighted average number of Preferred Series D Share conversion		10,000,000
Weighted average number of Preferred Series E Share conversion		20,448,485
Weighted average number of Preferred Class A Share conversion		10,427,373


Denominator for pro forma basic and diluted net loss per share		81,444,396




Pro forma net loss per common share:		(0.25	)

The effects of all outstanding share options and warrants have been excluded from the computation of pro forma diluted net loss per share for the six months ended June 30, 2014 as their effects would be anti-dilutive.

17. RELATED PARTIES TRANSACTIONS

Crawford/Enterprise

In March 2012, the Company entered into a global affiliation agreement with Enterprise Holdings (China) LLC ("Enterprise China"). Enterprise China is an affiliate of Enterprise Holdings, Inc, a subsidiary of Crawford Group, Inc. ("Crawford"). Crawford is a holder of the Company's Class A, Series D and Series E Shares. Pursuant to the global affiliation agreement, the Company and Enterprise China are to direct certain rental referrals to each other via their respective websites, and for each referral received, the Company is liable for a contractually specified amount of referral fees payable to Enterprise China, and vice versa. The Company records referral fees payable to Enterprise China as sales and marketing expenses, and referral fees received as other operating income. Transactions incurred under this arrangement were immaterial for the periods presented.

Under the Additional Series E Preferred Share purchase agreement dated April 16, 2014, the Crawford Group Inc., purchased 1,764,055 Series E Preferred Shares for US$9,702,299.

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EHI CAR SERVICES LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Renminbi, except share and per share data, unless otherwise stated)

17. RELATED PARTIES TRANSACTIONS (Continued)

Ctrip

Under the Additional Series E Preferred Share purchase agreement dated April 16, 2014, Ctrip Investment Holding Ltd. ("Ctrip") purchased 2,368,193 Series E Preferred Shares for US$13,025,062. As part of the Additional Series E share purchase agreement, upon the Company's written request in connection with a proposed initial public offering, Ctrip shall be obligated to subscribe for the Company's common shares (i) in an exempt private placement or (ii) in an exempt Regulations S offering. Each of Ctrip and the Company agrees that the purchase price of the common shares in connection with such investment shall be the initial public offering price, and such subscription shall be consummated concurrently with the closing of the initial public offering.

18. SUBSEQUENT EVENTS

On July 10, 2014, in connection with purchase of vehicles, the Company entered into a long-term borrowing agreement with an automobile financing company for an aggregate principal amount of RMB32,933,880 with an interest rate at 11.5% per annum. The principal and interest are payable monthly over two years. This borrowing was collateralized by vehicles with an aggregate initial cost of 33,856,845.

On August 26, 2014, the Company amended and restated the 2010 Plan whereby the maximum aggregate number of shares issuable under the 2010 Plan increased from 4,300,730 shares to 6,698,470 shares. On the same day, the Company granted 450,000 restricted shares to employees, of which one-quarter of the restricted shares vested immediately, and the remaining over a vesting period of three years from the date of grant. Additionally, the Company granted 1,300,000 options to employees with an exercise price of US$7.00, which vest over a period of four years from the date of the grant.

On September 3, 2014, the Company obtained a long-term borrowing with a bank totalling RMB40,775,280, and the principal and interest are payable over three years from the borrowing commencement date. The loan bears an interest rate of 6.77% per annum and the interest rate is adjusted annually based on the published People's Bank of China interest rate with equivalent terms.

On October 2, 2014, the Board and the shareholders have approved that all of the Company's common shares will be divided into Class A common shares and Class B common shares immediately prior to the completion of the Company's IPO. All of the common shares and preferred shares held by the existing shareholders, and the common shares issued or to be issued pursuant to the Company's 2010 Plan, will be automatically re-designated and/or converted into Class B common shares on a one-for-one basis immediately prior to the completion of the Company's IPO. Holders of Class A common shares will be entitled to one vote per share, while holders of Class B common shares will be entitled to ten votes per share. The Company's Class B common share is convertible at any time by the holder thereof into Class A common shares on a one-for-one basis. Class A common shares are not

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EHI CAR SERVICES LIMITED

NOTES TO THE UNAUDITED INTERIM CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(In Renminbi, except share and per share data, unless otherwise stated)

18. SUBSEQUENT EVENTS (Continued)

convertible into Class B common shares under any circumstances. Class B common shares will be automatically converted into the same number of Class A common shares under certain circumstances, including any transfer of Class B common shares by a holder thereof to any person or entity which is not an affiliate of such holder.

On October 2, 2014, the Company adopted the 2014 Performance Incentive Plan (the "2014 Plan"), which will be effective upon completion of the Company's initial public offering. Under the 2014 Plan, the Company is authorized to initially reserve a maximum of 4,000,000 common shares, provided that the shares reserved shall automatically increase on January 1 of each year during the term of the 2014 Plan, commencing on January 1, 2015, by an amount equal to the lesser of (i) one percent (1%) of the total number of common shares issued and outstanding on December 31 of the immediately preceding calendar year, (ii) 1,000,000 common shares or (iii) such number of common shares as may be determined by the Company's board of directors.

The Company evaluated subsequent events through October 3, 2014, which is the date when the unaudited interim condensed consolidated financial statements were issued with no other events or transactions needing recognition or disclosure identified.

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Table of Contents

American Depositary Shares

eHi Car Services Limited

Representing Class A Common Shares


J.P. Morgan		Goldman Sachs (Asia) L.L.C.		Deutsche Bank Securities

Through and including , 2014 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

Table of Contents

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 6. Indemnification of directors and officers.

Cayman Islands law does not limit the extent to which a company's articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime. We intend to adopt an amended and restated articles of association that will provide that all our directors and officers shall be indemnified against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained in connection with the execution or discharge of their duties, powers, authorities or discretions as a director or officer, unless such losses or liabilities were due to the willful misconduct of such director or officer.

Pursuant to indemnification agreements, the form of which is filed as Exhibit 10.1 to this Registration Statement, we will agree to indemnify our directors and officers against certain liabilities and expenses incurred by such persons in connection with claims made by reason of their being such a director or officer.

The Underwriting Agreement, the form of which is filed as Exhibit 1.1 to this Registration Statement, will also provide for indemnification of us and our officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. Recent sales of unregistered securities.

During the past three years, we have issued the following securities (including options to acquire our common shares). We believe that each of the following issuances was exempt from registration under the Securities Act in reliance on Regulation S under the Securities Act or pursuant to Section 4(2) or Rule 701 of the Securities Act regarding transactions not involving a public offering.

Purchaser	Date of Sale or Issuance	Number of Securities	Consideration in U.S. dollars	Underwriting Discounts and Commissions

Qiming Venture Partners II, L.P.	08/31/11	382,528 Series C preferred shares upon exercise of warrants	1,409,614.50	N/A
	12/01/11	387,763 Series B preferred shares upon exercise of warrants	853,078.6	N/A
	10/09/13	251,910 Series A preferred shares upon conversion of convertible bond	979,931.52	N/A
Qiming Venture Partners II-C, L.P.	08/31/11	33,496 Series C preferred shares upon exercise of warrants	123,432.48	N/A
	12/01/11	33,955 Series B preferred shares upon exercise of warrants	74,701	N/A
	10/09/13	22,058 Series A preferred shares upon conversion of convertible bond	85,808.16	N/A

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Table of Contents

Purchaser	Date of Sale or Issuance	Number of Securities	Consideration in U.S. dollars	Underwriting Discounts and Commissions

Qiming Managing Directors Fund II, L.P.	08/31/11	5,567 Series C preferred shares upon exercise of warrants	20,514.03	N/A
	12/01/11	5,643 Series B preferred shares upon exercise of warrants	12,414.6	N/A
	10/09/13	3,665 Series A preferred shares upon conversion of convertible bond	14,260.32	N/A
Ignition Growth Capital I, L.P. (previously known as Ignition Capital Partners I, L.P.)	08/30/11	97,782 Series C preferred shares upon exercise of warrants	440,947.93	N/A
	12/02/11	147,370 Series B preferred shares upon exercise of warrants	324,214	N/A
	10/09/13	2,747,539 Series A preferred shares upon conversion of convertible bond	10,687,928.40	N/A
	12/11/13	1,439,452 Series E preferred shares	7,916,984.00	N/A
	04/16/14	408,919 Series E preferred shares	2,249,055.2	N/A
Ignition Growth Capital Managing Directors Fund I, LLC	08/30/11	1,025 Series C preferred shares upon exercise of warrants	4,622.24	N/A
	12/02/11	1,545 Series B preferred shares upon exercise of warrants	33,399	N/A
	10/09/13	28,810 Series A preferred shares upon conversion of convertible bond	112,071.60	N/A
	12/11/13	15,093 Series E preferred shares	83,016.00	N/A
	04/16/14	4,288 Series E preferred shares	23,584	N/A
CDH Car Rental Service Limited	09/02/11	310,201 Series C preferred shares upon exercise of warrants	1,398,851.41	N/A
	12/02/11	798,929 Series B preferred shares upon exercise of warrants	1,757,643.8	N/A
	10/09/13	1,388,174 Series A preferred shares upon conversion of convertible bond	5,400,000	N/A
JAFCO Asia Technology Fund IV	09/01/11	77,547 Series C preferred shares upon exercise of warrants	349,698.20	N/A
	12/02/11	199,725 Series B preferred shares upon exercise of warrants	439,395	N/A
New Access Capital International Limited	09/01/11	6,204 Series C preferred shares upon exercise of warrants	27,976.94	N/A
	12/02/11	15,979 Series B preferred shares upon exercise of warrants	35,153.8	N/A
	10/09/13	555,269 Series A preferred shares upon conversion of convertible bond	2,160,000	N/A
GS Car Rental HK Limited	09/02/11	657,469 Series C preferred shares upon exercise of warrants	2,964,856.46	N/A
GS Car Rental HK Parallel Limited	09/02/11	96,820 Series C preferred shares upon exercise of warrants	436,609.79	N/A
Rock Steady Investments Limited	12/01/11	820,284 Series B preferred shares	1,804,624.8	N/A
The Crawford Group, Inc.	03/28/12	10,000,000 Series D preferred shares	47,500.00	N/A
	03/28/12	Series D-1 warrant to purchase 1,500,000 common shares	Exercise price US$5.70 per share	N/A
	03/28/12	Series D-2 warrant to purchase 1,500,000 common shares	Exercise price US$6.00 per share	N/A
	06/10/13	US$21,122,500 convertible promissory note	21,122,500	N/A
	10/09/13	5,429,948 Series A preferred shares upon conversion of convertible promissory notes	21,122,500	N/A
	04/16/14	1,764,055 Series E preferred shares	9,702,299.26	N/A

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Table of Contents

Purchaser	Date of Sale or Issuance	Number of Securities	Consideration in U.S. dollars	Underwriting Discounts and Commissions

Ctrip Investment Holding Ltd.	12/11/13	17,100,000 Series E preferred shares	94,050,000	N/A
	04/16/14	2,368,193 Series E preferred shares	13,025,061.54	N/A
Directors, officers and employees	Various Dates	5,941,330 options and 450,000 restricted shares		N/A

(1): The convertible promissory notes have been cancelled as consideration for convertible bonds.

Item 8. Exhibits and financial statement schedules.

(a): Exhibits

See Exhibit Index beginning on page II-7 of this registration statement.

(b): Financial Statement Schedules

Schedules have been omitted because the information required to be set forth therein is not applicable or is shown in the Combined Financial Statements or the Notes thereto.

Item 9. Undertakings.

The undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreements, certificates in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 6, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned registrant hereby undertakes that:

(1): For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2): For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Shanghai, the People's Republic of China, on October 3, 2014.


		eHi CAR SERVICES LIMITED
		By:		/s/ RAY RUIPING ZHANG Name: Ray Ruiping Zhang Title: Chairman and Chief Executive Officer

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Table of Contents

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints each of Ray Ruiping Zhang and Colin Chitnim Sung as an attorney-in-fact, each with full power of substitution, for him in any and all capacities, to do any and all acts and all things and to execute any and all instruments which said attorney and agent may deem necessary or desirable to enable the registrant to comply with the Securities Act of 1933, as amended (the "Securities Act"), and any rules, regulations and requirements of the Securities and Exchange Commission thereunder, in connection with the registration under the Securities Act of common shares of the registrant (the "Shares"), including, without limitation, the power and authority to sign the name of each of the undersigned in the capacities indicated below to the Registration Statement on Form F-1 (the "Registration Statement") to be filed with the Securities and Exchange Commission with respect to such Shares, to any and all amendments or supplements to such Registration Statement, whether such amendments or supplements are filed before or after the effective date of such Registration Statement, to any related Registration Statement filed pursuant to Rule 462(b) under the Securities Act, and to any and all instruments or documents filed as part of or in connection with such Registration Statement or any and all amendments thereto, whether such amendments are filed before or after the effective date of such Registration Statement; and each of the undersigned hereby ratifies and confirms all that such attorney and agent shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on October 3, 2014.

Signature		Title


/s/ RAY RUIPING ZHANG Name: Ray Ruiping Zhang		Chairman and Chief Executive Officer (Principle executive officer)
/s/ LEO LIHONG CAI Name: Leo Lihong Cai		Director and Executive Vice President of Sales and Marketing
/s/ JP GAN Name: JP Gan		Director
/s/ JOHN ZAGULA Name: John Zagula		Director
/s/ BIN ZHU Name: Bin Zhu		Director
/s/ GREGORY ROBERT STUBBLEFIELD Name: Gregory Robert Stubblefield		Director

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Table of Contents

Signature		Title


/s/ WILLIAM W. SNYDER Name: William W. Snyder		Director
/s/ JAMES JIANZHANG LIANG Name: James Jianzhang Liang		Director
/s/ QIAN MIAO Name: Qian Miao		Director
/s/ COLIN CHITNIM SUNG Name: Colin Chitnim Sung		Chief Financial Officer (Principle financial and accounting officer)
/s/ GISELLE MANON Name: Giselle Manon Title: Service of Process Officer		Authorized U.S. Representative on behalf of Law Debenture Corporate Services Inc.

II-6

EXHIBIT INDEX

		Description of Document

1.1	*	Form of Underwriting Agreement
3.1		Eighth Amended and Restated Memorandum and Articles of Association of the Registrant, as currently in effect
3.2		Form of Ninth Amended and Restated Memorandum and Articles of Association of the Registrant (effective upon completion of the initial public offering)
4.1	*	Registrant's Form of American Depositary Receipt (included in Exhibit 4.3)
4.2	*	Registrant's Specimen Certificate for Class A Common Shares
4.3	*	Form of Deposit Agreement among the Registrant, the depositary and owners and beneficial owners of the American depositary shares issued thereunder
4.4		Third Amended and Restated Investors' Rights Agreement dated December 11, 2013 among the Registrant and its shareholders
4.5		Share Purchase Agreement for the Issuance of Series C Preferred Shares dated August 26, 2010 between the Registrant, its shareholders and certain other parties thereto and its amendments dated August 12, 2014
4.6		Share Purchase Agreement for the Issuance of Series D Preferred Shares dated March 26, 2012 between the Registrant, its shareholders and certain other parties thereto and its amendments dated August 12, 2014
4.7		Share Purchase Agreement for the Issuance of Series E Preferred Shares dated December 11, 2013 and its amendment dated February 25, 2014 between the Registrant, its shareholders and certain other parties thereto
4.8		Share Purchase Agreement for the Issuance of Additional Series E Preferred Shares dated April 16, 2014 between the Registrant, its shareholders and certain other parties thereto
5.1		Form of Opinion of Maples and Calder regarding the validity of common shares being registered
8.1	*	Opinion of O'Melveny & Myers LLP regarding certain U.S. tax matters
8.2		Form of Opinion of Maples and Calder regarding certain Cayman Islands tax matters (included in Exhibit 5.1)
8.3		Opinion of Grandall Law Firm (Shanghai) regarding certain PRC tax matters
10.1		Form of Indemnification Agreement between the Registrant and its directors and executive officers
10.2		Form of Employment Agreement between the Registrant and its officers
10.3		Amended and Restated 2010 Performance Incentive Plan
10.4		Form of 2014 Performance Incentive Plan
10.5	**	Global Affiliation Agreement dated March 28, 2012 between the Registrant and Enterprise Holdings (China) LLC
10.6		Warrant issued to Crawford Group, Inc. for the purchase of up to 1,500,000 common shares dated March 28, 2012 and the amendment dated December 11, 2013

II-7

		Description of Document

10.7		English translation of the Exclusive Technical Services and Consulting Agreement dated March 13, 2014 between Shanghai eHi Car Rental Co., Ltd. and Shanghai eHi Information Technology Service Co., Ltd.
10.8		English translation of the Loan Agreements dated March 10, 2014 between Shanghai eHi Car Rental Co., Ltd. and individual shareholders of Shanghai eHi Information Technology Service Co., Ltd.
10.9		English translation of the Equity Pledge Agreements dated June 30, 2014 between Shanghai eHi Car Rental Co., Ltd. and individual shareholders of Shanghai eHi Information Technology Service Co., Ltd.
10.10		English translation of the Call Option and Cooperation Agreement dated March 13, 2014 between Shanghai eHi Car Rental Co., Ltd. and individual shareholders of Shanghai eHi Information Technology Service Co., Ltd.
10.11		English translation of the Agreement on Authorization to Exercise Shareholder's Voting Power dated March 13, 2014 between Shanghai eHi Car Rental Co., Ltd. and individual shareholders of Shanghai eHi Information Technology Service Co., Ltd.
10.12	*	Form of Subscription Agreement between the Registrant and concurrent private placement investors
16.1		Letter from Deloitte Touche Tohmatsu Certified Public Accountants LLP regarding change in certifying accountant
21.1		List of Subsidiaries of the Registrant
23.1		Consent of PricewaterhouseCoopers Zhong Tian LLP, an independent registered public accounting firm
23.2	*	Consent of O'Melveny & Myers LLP (included in Exhibit 8.1)
23.3		Consent of Grandall Law Firm (Shanghai) (included in Exhibit 99.2)
23.4		Form of Consent of Maples and Calder (included in Exhibit 5.1)
23.5		Consent of Frost & Sullivan (Beijing) Inc., Shanghai Branch Co.
24.1		Power of Attorney (included on signature page)
99.1		Code of Business Conduct and Ethics of the Registrant
99.2		Opinion of Grandall Law Firm (Shanghai) regarding certain PRC law matters

*: To be filed by amendment.
**: To be filed by amendment. Confidential treatment is being requested with respect to portions of this exhibit that have been redacted pursuant to Rule 406 under the Securities Act.

II-8

Exhibit 3.1

THE COMPANIES LAW (2013 REVISION)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

EIGHTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

EHI AUTO SERVICES LIMITED

(Adopted by Special Resolution on April 14, 2014, effective on April 16, 2014 )

1. The name of the Company is eHi Auto Services Limited.

2. The Registered Office of the Company shall be at the offices of Offshore Incorporations (Cayman) Limited, Floor 4, Willow House, Cricket Square, P O Box 2804, Grand Cayman KY1-1112, Cayman Islands or at such other place as the Directors may from time to time decide.

3. The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Companies Law (2013 Revision) or as the same may be revised from time to time, or any other law of the Cayman Islands.

4. The liability of each Member is limited to the amount from time to time unpaid on such Member’s shares.

5. The authorized capital of the Company shall be US$500,000, divided into 420,628,011 Common Shares with a par value of US$0.001 per share, 10,427,373 Class A Preferred Shares with a par value of US$0.001 per share, 5,000,000 Series A Preferred Shares with a par value of US$0.001 per share, 12,123,314 Series B Preferred Shares with a par value of US$0.001 per share, 18,721,302 Series C Preferred Shares with a par value of US$0.001 per share, 10,000,000 Series D Preferred Shares with a par value of US$0.001 per share and 23,100,000 Series E Preferred Shares with a par value of US$0.001 per share, each with power for the Company insofar as is permitted by applicable law and the Articles of Association, to redeem or purchase any of its shares and to increase or reduce the said capital and to issue any part of its capital, whether original, redeemed or increased with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that unless the conditions of issue shall otherwise expressly declare every issue of shares whether declared to be preference or otherwise shall be subject to the powers hereinbefore contained.

6. If the Company is registered as exempted, its operations will be carried on subject to the provisions of Section 174 of the Companies Law (2013 Revision) and, subject to

the provisions of the Companies Law (2013 Revision) and the Articles of Association, it shall have the power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

7. Capitalized terms used herein but not otherwise defined shall have the same meaning as defined in the Eighth Amended and Restated Articles of Association of the Company adopted by a Special Resolution on the even date herewith.

[ The remainder of this page has been left intentionally blank ]

THE COMPANIES LAW (2013 REVISION)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

EIGHTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION
OF

EHI AUTO SERVICES LIMITED

(Adopted by Special Resolution on April 14 2014, effective on April 16, 2014 )

1. In these Articles, Table A in the Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent therewith:

“ Additional Common Shares ” means all Common Shares issued by the Company after December 11, 2013 ; provided , that the term “Additional Common Shares” does not include the Exempted Shares .

“ Additional Series E Share Purchase Agreement ” means the Share Purchase Agreement entered into by and among the Company and the other parties thereto, dated April 16, 2014, regarding the issuance of the additional Series E Preferred Shares, as the same may be amended.

“ Amended IRA ” means the Third Amended and Restated Investor’s Rights Agreement entered into among the Company, all Shareholders of the Company, and certain other parties thereto, as the same may be amended.

“ Articles ” or “ Articles of Association ” means these A rticles of A ssociation of the Company as altered from time to time.

“ As Adjusted ” means as appropriately adjusted for any subsequent bonus issue, share split, consolidation, subdivision, reclassification, recapitalization or similar arrangement.

“ Auditors ” means the Persons for the time being performing the duties of auditors of the Company.

“ Board ” means the b oard of d irectors of the Company.

“ Business Day ” means any day that is not a Saturday, Sunday, legal holiday or other day on which commercial banks are required or authorized by law to be closed in the PRC, the Cayman Islands , U.S. or Hong Kong.

“ CDH ” means CDH Car Rental Service Limited.

“ Change of Control Event ” means (i) any consolidation, amalgamation, scheme of arrangement or merger of the Company with or into any other Person or any other corporate reorganization in which the Members immediately prior to such consolidation, amalgamation, merger, scheme of arrangement or reorganization own less than a majority of the Company’s voting power immediately after such consolidation, merger, amalgamation, scheme of arrangement or reorganization, or any transaction or series of related transactions to which the Company is a party in which at least a majority of the Company’s voting power is transferred; or (ii) a sale, transfer, lease or other disposition of all or substantially all of the assets of the Company or of the other members of the Company Group, taken as a whole (or any series of related transactions resulting in such sale, transfer, or lease of all or substantially all of the assets of the Company or of the other members of the Company Group, taken as a whole) to a third party unaffiliated with any member of the Company Group.

“ Class A Preferred Shares ” means the Class A redeemable convertible preferred shares, par value of US$0.001 per share, the rights, privileges and preferences of which are specified in these Articles and the Amended IRA.

“ Closing ” has the meaning specified in the Series E Share Purchase Agreement.

“ Common Shares ” means the common shares of the Company, par value US$0.001 per share.

“ Common Share Equivalents ” means warrants, Options and rights exercisable for Common Shares or securities convertible into or exchangeable for Common Shares, including, without limitation, the Preferred Shares.

“ Company ” means eHi Auto Services Limited, an exempted company organized and existing under the laws of the Cayman Islands.

“ Company Group ” means the Company and the PRC Entities, together with each Subsidiary and each operational branch of the aforementioned entities, and each Person (other than a natural person) that is, directly or indirectly, Controlled by any of the foregoing, including but not limited to each joint venture in which any of the foregoing holds more than 50% of the voting power. The particulars of the members of the Company Group as at the date of the Series E Share Purchase Agreement are specified in the Series E Share Purchase Agreement.

“ Control ” of a given Person means the power or authority, whether exercised or not, to direct the business, management, policies or activities of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; provided , that power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to direct the vote of more than 50% of the votes entitled to be cast at a meeting of the members or shareholders of such Person or power to control the composition of a majority of the board of directors of such Person, The terms “Controlled” and “Controlling” have meanings correlative to the foregoing.

“ Conversion Price ” has the meaning specified in Article 6A(iii)(4)(d) .

“ Conversion Share ” has the meaning specified in Article 6A(iii)(4)(c) .

“Crawford ” means The Crawford Group, Inc.

“Crawford Default ” means that Crawford is in breach of its non-compete obligations under Section 7.17 of the Series D Share Purchase Agreement and such breach is not cured by Crawford within 90 days of Crawford’s receipt of written notice thereof from the Company.

“ Ctrip ” means Ctrip Investment Holding Ltd.

“ Director s ” or “ Director ” means members or a member of the Board.

“ Equity Securities ” means any Common Shares or Common Share Equivalents of the Company.

“ Exempted Issuances ” has the meaning specified in the definition of “New Securities” in the Amended IRA;

“ E xempted Shares ” means any Shares issued pursuant to an Exempted Issuance .

“ Founder ” means Mr. Ruiping Zhang, the holder of United States passport number 711188529.

“ Founder Directors ” or “ Founder Director ” has the meaning specified in Article 73(a) .

“ Fully Diluted Basis ” means t hat all options, warrants or other rights of any kind (whether vested or unvested) to acquire Common Shares and all securities convertible or exchangeable into Common Shares (or into options, warrants or other rights of any kind to acquire Common Shares) outstanding at that time shall be deemed to have been fully exercised, converted or exchanged, as the case may be, and the Common Shares issuable as a result thereof shall be deemed to have been fully issued and to form part of the holdings of the Person(s) entitled to receive such Common Shares.

“ Governmental Authority ” means any nation or government or any federation, province or state or any other political subdivision thereof; any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, including any government authority, agency, department, board, commission or instrumentality of the PRC or any other country, or any political subdivision thereof, any court, tribunal or arbitrator, and any self-regulatory organization .

“ GS ” means GS Car Rental HK Limited and GS Car Rental HK Parallel Limited.

“ Hong Kong ” means the Hong Kong Special Administrative Region of the People’s Republic of China.

“ Ignition ” means Ignition Growth Capital I, L.P. and Ignition Growth Capital Managing Directors Fund I, LLC.

or not), discoveries, improvements, concepts, innovations and industrial models, (iii) registered and unregistered copyrights, copyright registrations and applications, author’s rights and works of authorship (including artwork of any kind and software of all types in whatever medium, inclusive of computer programs, source code, object code and executable code, and related documentation), (iv) URLs, web sites, web pages and any part thereof, (v) technical information, know-how, trade secrets, drawings, designs, design protocols, specifications for parts and devices, quality assurance and control procedures, design tools, manuals, research data concerning historic and current research and development efforts, including the results of successful and unsuccessful designs, databases and proprietary data, (vi) proprietary processes, technology, engineering, formulae, algorithms and operational procedures, (vii) trade names, trade dress, trademarks, domain names, and service marks, and registrations and applications therefor, and (viii) the goodwill of the business symbolized or represented by the foregoing, customer lists and other proprietary information and common-law rights.

“ Investor Directors ” or “ Investor Director ” has the meaning specified in Article 73(a) .

“ JAFCO ” means JAFCO Asia Technology Fund IV.

“ Junior Securities ” has the meaning specified in Article 6A(ii).

“ Law ” or “ Laws ” means any constitutional provision, statute or other law, rule, regulation, published official policy or published official interpretation of any Governmental Authority and any injunction, judgment, order, ruling, assessment or writ issued by any Governmental Authority .

“ Liquid ation Event ” has the meaning specified in Article 6A(iii)(2)(b) .

“ Material Adverse Effect ” has the meaning set forth in the Series E Share Purchase Agreement.

“ Member ” has the meaning ascribed to it in the Statute.

“ Memorandum ” means the memorandum of association of the Company adopted by the Members of the Company pursuant to the Statute.

“ m onth ” means calendar month.

“ Observer ” has the meaning specified in Article 73(e) .

“ Option s ” shall mean rights, options or warrants to subscribe for, purchase or otherwise acquire the Common Shares or Common Share Equivalents .

“ Ordinary Resolution ” means a resolution passed at a general meeting of the Company by a simple majority of the votes cast.

“ Original Class A Preferred Issue Price ” means US$ 3.89 .

“ Original Issue Date ” means the date, as the case may be, on which the first Class A Preferred Share, the first Series A Preferred Share, the first Series B Preferred Share,

the first Series C Preferred Share, the first Series D Preferred Share or the first Series E Preferred Share was issued.

“ Original Preferred Issue Price ” means the Original Class A Preferred Issue Price, the Original Series A Preferred Issue Price, the Original Series B Preferred Issue Price, the Original Series C Preferred Issue Price, the Original Series D Preferred Issue Price or the Original Series E Preferred Issue Price, as the case may be.

“ Original Series A Preferred Issue Price ” means US$ 1.00 .

“ Original Series B Preferred Issue Price ” means US$2.00 for Series B Preferred Shares issued on the Original Issue Date for Series B Preferred Shares, and otherwise means US$2.20 .

“ Original Series C Preferred Issue Price ” means US$3.11 .

“ Original Series D Preferred Issue Price ” means US$4.75 .

“ Original Series E Preferred Issue Price ” means US$5.50 .

“ paid-up ” means paid-up and/or credited as paid-up.

“ Person ” or “ person ” means any individual, sole proprietorship, partnership, firm, joint venture, estate, trust, unincorporated organization, association, corporation, institution, public benefit corporation, entity or governmental or regulatory authority or other entity of any kind or nature.

“ PRC ” means the People’s Republic of China, but solely for the purposes of these Articles, excluding Hong Kong, the Macau Special Administrative Region and Taiwan.

“ PRC Companies ” has the meaning as set forth in the Additional Series E Share Purchase Agreement.

“ PRC Entities ” means the WFOEs together with the PRC Companies.

“ Preferred Share holder ” means any holder of the Preferred Shares.

“ Preferred Shares ” means collectively, the Class A Preferred Shares, the Series A Preferred Shares , the Series B Preferred Shares, the Series C Preferred Shares, the Series D Preferred Shares and the Series E Preferred Shares, and each a “ Preferred Share ”.

“ Qiming ” means Qiming Venture Partners II, L.P., Qiming Venture Partners II-C, L.P. and Qiming Managing Directors Fund II, L.P.

internationally recognized stock exchange accepted by Ctrip, GS, Crawford (so long as no Crawford Default has occurred) , in any case with the gross offering proceeds going to the Company of at least US$60,000,000 and with a market capitalization of the Company no less than US$600,000,000, which shall be calculated based on the offering price in such public offering and the total number of the Company’s shares outstanding immediately after such public offering on a Fully Diluted Basis , provided that the foregoing thresholds of gross offering proceeds and market capitalization may be adjusted downwards by the Board of Directors (including the affirmative vote of a majority of the Investor Directors) .

“ Redemption Amount ” has the meaning specified in Article 6A(iii)(4)(c)(i) .

“ Redemption Date ” has the meaning specified in Article 8(iii)(1)( a ) .

“ Redemption Notice ” has the meaning specified in Article 8(iii)(1)( a ) .

“ Redemption Price ” has the meaning specified in Article 8(iii)(1)( d ) .

“ Registered Office ” means the registered office for the time being of the Company.

“ Required Consenters ” has the meaning specified in Article 27 .

“ Seal ” means the common seal of the Company and includes every duplicate seal.

“ Secretary ” includes an Assistant Secretary and any person appointed to perform the duties of Secretary of the Company.

“ Series A Directors ” or “ Series A Director ” has the meaning specified in Article 73 ( a ) .

“ Series A Preferred Shares ” means the Series A redeemable convertible preferred shares, par value of US$0.001 per share, issued by the Company pursuant to that certain Preferred Shares Purchase Agreement dated as of May 23, 2008 by and among the Company, the Founder, the PRC Entities and other parties thereto, the rights, privileges and preferences of which are specified in these Articles and the Amended IRA.

“ Series B Director ” has the meaning specified in Article 73(a) .

“ Series B Preferred Shares ” means the Series B redeemable convertible preferred shares, par value of US$0.001 per share, issued by the Company pursuant to that certain Share Purchase Agreement dated as of July 8, 2009 by and among the Company, the Founder, the PRC Entities and the Series B Investors thereto, the rights, privileges and preferences of which are specified in these Articles and the Amended IRA.

“ Series C Director ” has the meaning specified in Article 73(a) .

“ Series C Preferred Shares ” means the Series C redeemable convertible preferred shares, par value of US$0.001 per share, issued by the Company pursuant to the Series C Share Purchase Agreement, the rights, privileges and preferences of which are specified in these Articles and the Amended IRA.

“ Series C Redemption Event ” has the meaning specified in Article 8(iii)(1)(i) .

“ Series C Share Purchase Agreement ” means the Share Purchase Agreement entered into by and among the Company and the other parties thereto, dated August 26, 2010, regarding the issuance of the Series C Preferred Share, as amended.

“ Series D Directors ” or “ Series D Director ” has the meaning set forth in Article 73(a) .

“ Series D Preferred Shares ” means the Series D redeemable convertible preferred shares, par value of US$0.001 per share, issued by the Company pursuant to the Series D Share Purchase Agreement.

“ Series D Redemption Event ” has the meaning specified in Article 8(iii)(1)(j) .

“ Series D Share Purchase Agreement ” means the Share Purchase Agreement entered into by and among the Company and the other parties thereto, dated March 26, 2012, regarding the issuance of the Series D Preferred Shares, as the same may be amended.

“ Series E Director ” has the meaning set forth in Article 73(a) .

“ Series E Preferred Shares ” means the Series E redeemable convertible preferred shares, par value of US$0.001 per share, issued by the Company pursuant to the Series E Share Purchase Agreement.

“ Series E Redemption Event ” has the meaning specified in Article 8(iii)(1)(k) .

“ Series E Share Purchase Agreement ” means the Share Purchase Agreement entered into by and among the Company and the other parties thereto, dated December 11, 2013, regarding the issuance of the Series E Preferred Shares, as the same may be amended.

“ Shares ” means Common Shares and Preferred Shares, and may also be referenced as “share” and includes any fraction of a share.

“ Special Resolution ” has the same meaning as set forth in the Statute and includes a resolution approved in writing as described therein.

“ Statute ” means the Companies Law (2013 Revision) of the Cayman Islands, as amended, and every statutory modification or re-enactment thereof for the time being in force.

“ Subsidiary ” means, with respect to any specified Person, any other Person Controlled by the specified Person, directly or indirectly, whether through contractual arrangements or through ownership of equity securities, voting power or registered capital. For the avoidance of doubt, the Subsidiaries of the Company shall include the PRC Entities and any other Subsidiary to be established by any of them from time to time.

“ WFOEs ” means Shuzhi Information Technology (Shanghai) Co., Ltd. and eHi Auto Services (Jiangsu) Co., Ltd.

“ written ” and “ in writing ” include all modes of representing or reproducing words in

visible form.

Words importing the singular number also include the plural number and vice-versa.

Words importing the masculine gender also include the feminine gender and vice-versa.

The term “ day ” means “ calendar day ”.

2. The business of the Company may be commenced as soon after incorporation as the Directors shall see fit, notwithstanding that only part of the shares may have been allotted.

3. The Directors may pay, out of the capital or any other monies of the Company, all expenses incurred in or about the formation and establishment of the Company including the expenses of registration.

CERTIFICATES FOR SHARES

4. The Company shall maintain a register of its Members. A Member shall only be entitled to a share certificate if the Directors resolve that share certificates shall be issued. Certificates representing shares of the Company shall be in such form as shall be determined by the Directors. Such certificates may be under the Seal. Share certificates shall be signed by one or more Directors or other persons authorized by the Directors. The Directors may authorize certificates to be issued with the Seal and authorized signature(s) affixed by mechanical process. The Company shall not be bound to issue more than one certificate for shares held jointly by more than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them. All certificates for shares shall be consecutively numbered or otherwise identified and shall specify the shares to which they relate. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered in the register of Members of the Company. All certificates surrendered to the Company for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled.

5. Notwithstanding Article 4 of these Articles, if a share certificate is defaced, lost, stolen, or destroyed, it may be renewed on payment of a fee of one dollar (US$1.00) or such lesser sum and on such terms (if any) as the Directors may reasonably prescribe to indemnify the Company from any loss incurred by it in connection with such certificate, including the payment of the expenses incurred by the Company in investigating evidence, as the Directors may prescribe.

ISSUE OF SHARES

6. Subject to Section 4 of the Amended IRA, as amended from time to time, and the provisions in these Articles (including but not limited to Article 6A ) and to any resolution of the Members to the contrary, and without prejudice to any special rights of the Preferred Shares , the Board shall have the power to issue any unissued shares of the Company and any shares or class of shares (including the issue or grant of options, warrants and other rights, renounceable or otherwise in respect of shares) with or without preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital or

otherwise and to such persons, at such times and on such other terms as it may determine. The Company shall not issue shares in bearer form.

6A (i) CLASSES, NUMBER AND PAR VALUE OF THE SHARES

At the date of the adoption of these Articles, the authorized capital of the Company shall be US$500,000 divided into 420,628,011 Common Shares with a par value of US$0.001 per share, 10,427,373 Class A Preferred Shares with a par value of US$0.001 per share, 5,000,000 Series A Preferred Shares with a par value of US$0.001 per share, 12,123,314 Series B Preferred Shares with a par value of US$0.001 per share, 18,721,302 Series C Preferred Shares with a par value of US$0.001 per share, 10,000,000 Series D Preferred Shares with a par value of US$0.001 per share, and 23,100,000 Series E Preferred Shares with a par value of US$0.001 per share.

(ii) RANKING

In accordance with Article 6A(iii)(2), the Series E Preferred Shares shall rank, upon liquidation, senior and prior to the Series D Preferred Shares, the Series C Preferred Shares, the Series B Preferred Shares, the Series A Preferred Shares, the Class A Preferred Shares, the Common Shares and all other classes or series of shares issued by the Company. In accordance with Article 6A(iii)(2), secondary to the Series E Preferred Shares, the Series D Preferred Shares shall rank, upon liquidation, senior and prior to the Series C Preferred Shares, the Series B Preferred Shares, the Series A Preferred Shares, the Class A Preferred Shares, the Common Shares and all other classes or series of shares issued by the Company. In accordance with Article 6A(iii)(2), secondary to the Series D Preferred Shares, the Series C Preferred Shares shall rank, upon liquidation, senior and prior to the Series B Preferred Shares, the Series A Preferred Shares, the Class A Preferred Shares, the Common Shares and all other classes or series of shares issued by the Company. In accordance with Article 6A(iii)(2), secondary to the Series C Preferred Shares, the Series B Preferred Shares shall rank, upon liquidation, senior and prior to the Series A Preferred Shares, the Class A Preferred Shares, the Common Shares and all other classes or series of shares issued by the Company. In accordance with Article 6A(iii)(2), secondary to the Series B Preferred Shares, the Series A Preferred Shares shall rank, upon liquidation, senior and prior to the Class A Preferred Shares, the Common Shares and all other classes or series of shares issued by the Company. In accordance with Article 6A(iii)(2), secondary to the Series A Preferred Shares, the Class A Preferred Shares shall rank, upon liquidation, senior and prior to the Common Shares and all other classes or series of shares issued by the Company. All s ecurities of the Company to which the Preferred Shares rank prior, with respect to dividends and upon li quidation, including, without limitation, the Common Shares, are collectively referred to herein as “ Junior Securities ”.

(iii) DESIGNATIONS, POWERS, PREFERENCES, ETC. OF SHARES

(1) Dividends.

any dividends or other distributions in like amount have been paid in full on the Preferred Shares (on an as-converted basis), the Company shall not declare, pay or set apart for payment, any dividend on any Junior Securities or make any payment on account of, or set apart for payment, money for a sinking or other similar fund for, the purchase, redemption or other retirement of, any Junior Securities or any warrants, rights, calls or options exercisable or exchangeable for or convertible into any Junior Securities, or make any distribution in respect thereof, either directly or indirectly, and whether in cash, obligations or shares of the Company or other property.

(b) If the Company has declared or accrued but unpaid dividends with respect to any Preferred Share upon the conversion of such share as provided in Article 6A(iii)(4) , then all such declared or accrued but unpaid dividends on such Preferred Share to be converted shall be converted into the Common Shares pursuant to Article 6A(iii)(4) at the then- effective applicable Conversion Price on the same basis as such Preferred Share to be converted .

(2) Liquidation.

(a) Liquidation Preferences . Upon the occurrence of any Liquid ation Event, whether voluntary or involuntary , the assets of the Company legally available for distribution to the Shareholders shall be distributed in the following order:

(i) B e fore any distribution or payment shall be made to the holders of any Series D Preferred Shares, Series C Preferred Shares, Series B Preferred Shares, Series A Preferred Shares, Class A Preferred Shares or Junior Securities, each holder of the Series E Preferred Shares shall be entitled to receive, with respect to the Series E Preferred Shares then held by such holder, an amount equal to the sum of :

(x) 100% of the aggregate price paid to the Company for the issuance of such Series E Preferred Shares;

(y) an amount thereon equal to a (i) 15% per annum rate of return, compounded annually, from the date of issuance of such Series E Preferred Shares if such Liquidation Event has been initiated pursuant to a demand made by a holder of Series E Preferred Shares under Article 8(iii)(6), and (ii) otherwise, 6% per annum rate of return, compounded annually, from the date of issuance of such Series E Preferred Shares; and

(z) all dividends declared and unpaid with respect to such shares.

If, upon any such Liquidation Event, the remaining assets of the Company legally available for distribution shall be insufficient to make payment of the foregoing amounts in full on all the Series E Preferred Shares, then such assets shall be distributed among the holders of the Series E Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon.

each holder of the Series D Preferred Shares shall be entitled to receive, with respect to the Series D Preferred Shares then held by such holder, an amount equal to the sum of :

(A) (x) 100% of the aggregate price paid to the Company for the issuance of such Series D Preferred Shares;

(y) an amount thereon equal to a 6% per annum rate of return, compounded annually, from the date of issuance of such Series D Preferred Shares; and

(z) all dividends declared and unpaid with respect to such shares, or

(B) if such Liquidation Event has been initiated by a demand made by a holder of Series D Preferred Shares pursuant to Article 8(iii)(6),

(x) 100% of the aggregate price paid to the Company for the issuance of such Series D Preferred Shares;

(y) an amount thereon equal to a 15% per annum rate of return, compounded annually, from the date of issuance of such Series D Preferred Shares; and

(z) all dividends declared and unpaid with respect to such shares.

If, upon any such Liquidation Event, and after full payment of the liquidation preference under Article 6A(iii)(2)(a)(i) above, the remaining assets of the Company legally available for distribution shall be insufficient to make payment of the foregoing amounts in full on all the Series D Preferred Shares, then such assets shall be distributed among the holders of the Series D Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon.

(iii) After setting aside or paying in full the amounts due to the holders of the Series E Preferred Shares and the Series D Preferred Shares under Article 6A(iii)(2)(a)(i) and Article 6A(iii)(2)(a)(ii), before any distribution or payment shall be made to the holders of any Series B Preferred Shares, Series A Preferred Shares, Class A Preferred Shares or Junior Securities, each holder of the Series C Preferred Shares shall be entitled to receive, with respect to the Series C Preferred Shares then held by such holder, an amount equal to the sum of:

(A) (x) 100% of the aggregate price paid to the Company for the issuance of such Series C Preferred Shares;

(y) an amount thereon equal to a 6% per annum rate of return, compounded annually, from the date of issuance of such Series C Preferred Shares; and

(z) all dividends declared and unpaid with respect to such shares, or

(B) if such Liquidation Event has been initiated by a demand made

by a holder of Series C Preferred Shares pursuant to Article 8(iii)(6),

(x) 100% of the aggregate price paid to the Company for the issuance of such Series C Preferred Shares;

(y) an amount thereon equal to a 15% per annum rate of return, compounded annually, from the date of issuance of such Series C Preferred Shares; and

(z) all dividends declared and unpaid with respect to such shares.

If, upon any such Liquidation Event, and after full payment of the liquidation preference under Article 6A(iii)(2)(a)(ii) above, the remaining assets of the Company legally available for distribution shall be insufficient to make payment of the foregoing amounts in full on all the Series C Preferred Shares, then such assets shall be distributed among the holders of the Series C Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon.

(iv) After setting aside or paying in full the amounts due to the holders of the Series E Preferred Shares, the Series D Preferred Shares and the Series C Preferred Shares under Article 6A(iii)(2)(a)(i), Article 6A(iii)(2)(a)(ii) and 6A(iii)(2)(a)(iii), before any distribution or payment shall be made to the holders of any Series A Preferred Shares , Class A Preferred Shares or any Junior Securities , each holder of the Series B Preferred Shares shall be entitled to receive, with respect to the Series B Preferred Shares then held by such holder, an amount equal to 100% of the price paid to the Company for the issuance of such Series B Preferred Shares, plus (i) an amount thereon equal to a 6% per annum rate of return, compounded annually, from the date of issuance of such Series B Preferred Shares, and (ii) all dividends declared and unpaid with respect to such shares. If, upon any such Liquidation Event and after full payment of the liquidation preference under Article 6A(iii)(2)(a)(ii) and 6A(iii)(2)(a)(iii) above , the remaining assets of the Company legally available for distribution shall be insufficient to make payment of the foregoing amounts in full on all the Series B Preferred Shares, then such assets shall be distributed among the holders of the Series B Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon.

(v) After setting aside or paying in full the amounts due to the holders of the Series E Preferred Shares, the Series D Preferred Shares, the Series C Preferred Shares and Series B Preferred Shares under Article 6A(iii)(2)(a)(i), Article 6A(iii)(2)(a)(ii), Article 6A(iii)(2)(a)(iii) and Article 6A(iii)(2)(a)(iv), before any distribution or payment shall be made to the holders of any Class A Preferred Shares or Junior Securities, each holder of the Series A Preferred Shares shall be entitled to receive, with respect to the Series A Preferred Shares then held by such holder, an amount equal to 100% of the price paid to the Company for the issuance of such Series A Preferred Shares, plus (i) an amount thereon equal to a 6% per annum rate of return, compounded annually, from the date of issuance of such Series A Preferred Shares, and (ii) all dividends declared and unpaid with respect to such shares. If, upon any such Liquidation Event and after full payment of the amounts due to the holders of the Series E Preferred Shares, the Series D Preferred Shares, the Series C Preferred Shares and the Series B Preferred Shares under Article 6A(iii)(2)(a)(i), Article 6A(iii)(2)(a)(ii), Article 6A(iii)(2)(a)(iii) and Article 6A(iii)(2)(a)(iv) above , the remaining assets of the Company legally available for distribution shall be insufficient to make payment of the

foregoing amounts in full on all the Series A Preferred Shares, then such assets shall be distributed among the holders of the Series A Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon.

(vi) After setting aside or paying in full the amounts due to the holders of the Series E Preferred Shares, the Series D Preferred Shares, the Series C Preferred Shares, Series B Preferred Shares and Series A Preferred Shares under Article 6A(iii)(2)(a)(i), Article 6A(iii)(2)(a)(ii), Article 6A(iii)(2)(a)(iii) , Article 6A(iii)(2)(a)(iv) and Article 6A(iii)(2)(a)(v), before any distribution or payment shall be made to the holders of any Junior Securities, each holder of the Class A Preferred Shares shall be entitled to receive, with respect to the Class A Preferred Shares then held by such holder, an amount equal to 100% of the price paid to the Company for the issuance of such Class A Preferred Shares, plus (i) an amount thereon equal to a 6% per annum rate of return, compounded annually, from the date of issuance of such Class A Preferred Shares, and (ii) all dividends declared and unpaid with respect to such shares. If, upon any such Liquidation Event and after full payment of the amounts due to the holders of the Series E Preferred Shares, the Series D Preferred Shares, the Series C Preferred Shares, the Series B Preferred Shares and the Series A Preferred Shares under Article 6A(iii)(2)(a)(i), Article 6A(iii)(2)(a)(ii), Article 6A(iii)(2)(a)(iii), Article 6A(iii)(2)(a)(iv) and Article 6A(iii)(2)(a)(v) above , the remaining assets of the Company legally available for distribution shall be insufficient to make payment of the foregoing amounts in full on all the Class A Preferred Shares, then such assets shall be distributed among the holders of the Class A Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon.

(vii) After distribution or payment in full of the amounts distributable or payable pursuant to Article 6A(iii)(2)(a)(i) , Article 6A(iii)(2)(a)(ii) , Article 6A(iii)(2)(a)(iii), Article 6A(iii)(2)(a)(iv), Article 6A(iii)(2)(a)(v) and Article 6A(iii)(2)(a)(vi) , the remaining assets of the Company legally available for distribution shall be distributed ratably among the holders of the outstanding Shares on an as-converted to Common Shares basis .

(b) Liquidation on Sale or Merger . The following events shall be treated as a liquidation (each, a “ Liquid ation Event ”) under this Article 6A(iii)(2) unless waived in writing by Ctrip (so long as Ctrip continues to hold no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis), Crawford (provided that Crawford’s waiver shall not be required if a Crawford Default has occurred, or if then Crawford holds less than 5% of the Company’s then total outstanding share capital on a Fully Diluted Basis ), GS (so long as GS continues to hold no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis), CDH (so long as CDH continues to hold no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis) and Qiming (so long as Qiming continues to hold no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis) : (i) any liquidation, winding-up, or dissolution of any member of the Company Group, (ii) any merger, amalgamation or consolidation of any member of the Company Group with or into any Person, or any other corporate reorganization, or any other transaction or series of transactions, as a result of which the shareholders of the Company immediately prior to such transaction or series of transactions will cease to own a majority of the Equity Securities or voting power of the surviving entity immediately following the consummation of such transaction or series of transactions, (iii) any sale of all or substantially all of the assets of any member of the Company Group to a third party unaffiliated with any member of the Company Group, including for the purposes of this clause (iii) , the equity securities and/or contractual

arrangements by which any member of the Company Group owns and/or Controls any other Company Group member and the licenses and permits necessary to conduct the business of the Company Group in the PRC, (iv) the exclusive licensing of all or substantially all of the Intellectual Property of any member of the Company Group to a third party unaffiliated with any member of the Company Group, or (v) the transfer (whether by merger, reorganization or other transaction) in which a majority of the outstanding voting power of the Company is transferred (excluding any sale of Shares by the Company for capital raising purposes) .

(3) Voting Rights.

Subject to the provisions of the Statute, the Memorandum and th ese Articles (including but not limited to the other requirements of this Article 6A ), at all general meetings of the Company: (i) the holder of Common Share s issued and outstanding shall have one (1) vote in respect of each Common Share held by such holder , and (ii) each Preferred Share holder shall be entitled to such number of votes with respect to all the Preferred Shares held by such Preferred Shareholder as equals the whole number of Common Shares into which such Preferred Share holder’s collective Preferred Shares are convertible immediately after the close of business on the record date of the determination of the Member s entitled to vote or, if no such record date is established, at the date such vote is taken or any written consent of the Member s is first solicited. Subject to provisions to the contrary elsewhere in the Memorandum and these Articles, or as required by the Statute, the Preferred Share holder s shall vote together with the holders of Common Shares, and not as a separate class or series, on all matters put before the Members.

(4) Conversion of Preferred Shares .

The Preferred Share holders shall have the rights described below with respect to the conversion of the Preferred Shares into Common Shares. The number of Common Shares to which a Preferred Share holder shall be entitled upon conversion of one (1) Preferred Share in accordance with Article 6A(iii)(4)(a) and Article 6A(iii)(4)(b) shall be the quotient of the applicable Original Preferred Issue Price divided by the then-effective applicable Conversion Price. Any Common Shares issued upon the conversion of any Series E Preferred Shares, any Series D Preferred Shares, any Series C Preferred Shares, any Series B Preferred Shares, any Series A Preferred Shares or any Class A Preferred Shares shall rank pari passu in all respects with the then existing Common Shares.

(a) Optional Conversion.

(i) Subject to and in compliance with the provisions of this Article 6A(iii)(4)(a) and subject to complying with the requirements of the Statute, each Preferred Share may, at the sole option of the holder thereof, be converted at any time and from time to time after the relevant Original Issue Date into fully paid and nonassessable Common Shares based on the then-effective applicable Conversion Price in accordance with this Article 6A(iii)(4) .

converted (whether all or some only). Thereupon, the Company shall promptly record such conversion in its register of Members and issue and deliver to such Preferred Share holder at the address specified by such Preferred Share holder a certificate or certificates for the number of Common Shares to which such Preferred Share holder is entitled and, if the conversion is of part only of a holding, a new certificate for the balance of Preferred Shares retained by such Preferred Shareholder. No fractional Common Shares shall be issued upon conversion of the Preferred Shares, and the number of Common Shares to be so issued to a Preferred Shareholder upon the conversion of the Preferred Shares (after aggregating all fractional Common Shares that would be issued to such Preferred Shareholder ) shall be rounded to the nearest whole share (with one-half being rounded upward). Such conversion shall be deemed to have been made at the close of business on the date of the surrender of the certificates representing the Preferred Shares to be converted, and the Person entitled to receive the Common Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Common Shares on such date.

(b) Automatic Conversion .

(i) Without any action being required by the holder of such share and whether or not the certificates representing such share are surrendered to the Company or its transfer agent, all of the Preferred Shares shall automatically be converted into Common Shares based on the then-effective a pplicable Conversion Price immediately prior to the closing of a Qualified IPO in accordance with this Article 6A(iii)(4). Without limiting the application of the foregoing, all Series E Preferred Shares or Series D Preferred Shares or Series C Preferred Shares or Series B Preferred Shares or Series A Preferred Shares shall also automatically be converted into Common Shares based on the then-effective applicable Conversion Price on the date specified by a written consent signed by the holders representing a majority of the then outstanding Series E Preferred Shares or Series D Preferred Shares or Series C Preferred Shares or Series B Preferred Shares or Series A Preferred Shares.

(ii) The Company shall not be obligated to issue certificates for any Common Shares issuable upon the automatic conversion of any Preferred Shares unless the certificate or certificates evidencing such Preferred Shares is either delivered as provided below to the Company or any transfer agent for the Preferred Shares, or the holder of such Preferred Shares notifies the Company or its transfer agent that such certificate has been lost, stolen or destroyed and executes an agreement reasonably satisfactory to the Company to indemnify the Company from any loss incurred by it in connection with such certificate. The Company shall, as soon as practicable after receipt of certificates for Preferred Shares, or satisfactory agreement for indemnification in the case of a lost certificate, promptly record such conversion in its register of Members and issue and deliver to the Preferred Shareholder thereof at the address specified by such Preferred Share holder a certificate or certificates for the number of Common Shares to which the Preferred Shareholder is entitled. No fractional Common Shares shall be issued upon conversion of the Preferred Shares, and the number of Common Shares to be so issued to a Preferred Shareholder of converting Preferred Shares (after aggregating all fractional Common Shares that would be issued to such Preferred Shareholder ) shall be rounded to the nearest whole share (with one-half being rounded upward). Any P erson entitled to receive Common Shares issuable upon the automatic conversion of the Preferred Shares shall be treated for all purposes as the record holder of such Common Shares on the date of such conversion.

(c) Mechanics of Conversion . The conversion hereunder of each Preferred Share (each, a “ Conversion Share ”, and collectively, the “ Conversion Shares ”) shall be effected in the following manner:

(i) The Company shall redeem the Conversion Share for aggregate consideration (the “ Redemption Amount ”) equal to (i) the aggregate par value of any capital shares of the Company to be issued upon such conversion and (ii) the aggregate value, as determined by the Board (including the affirmative vote of a majority of Investor Directors ) , of any other assets which are to be distributed upon such conversion.

(ii) Concurrent with the redemption of the Conversion Share, the Company shall apply the Redemption Amount for the benefit of the holder of the Conversion Share to pay for any Common Shares of the Company issuable, and any other assets distributable, to such holder in connection with such conversion.

(iii) Upon application of the Redemption Amount, the Company shall issue to the holder of the Conversion Share all Common Shares issuable, and distribute to such holder all other assets distributable, upon such conversion.

(d) Initial Conversion Price . The “ Conversion Price ” shall mean the applicable conversion price for the respective Preferred Share to convert into Common Share(s) at the option of the holder thereof or automatically pursuant to Article 6A(iii)(4)(a) or Article 6A(iii)(4)(b) , as the case may be. The Conversion Price for the Class A Preferred Shares, the Series A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares, the Series D Preferred Shares and the Series E Preferred Shares shall initially be the Original Class A Issue Price, t he Original Series A Preferred Issue Price, the Original Series B Preferred Issue Price, the Original Series C Preferred Issue Price, the Original Series D Preferred Issue Price and the Original Series E Preferred Issue Price, respectively, and each shall be adjusted from time to time as provided below in Article 6A(iii)(4)(e) . For the avoidance of doubt, the initial conversion ratio for each Preferred Share to Common Share ( s ) shall be 1:1 , subject to adjustment from time to time of the Conversion Price as provided below in Article 6A(iii)(4)(e) .

(e) Adjustments to Conversion Price .

(i) Adjustment for Share Splits and Combinations . If the Company shall at any time, or from time to time, effect a subdivision of the outstanding Common Shares, the applicable Conversion Price in effect immediately prior to such subdivision shall be proportionately decreased. Conversely, if the Company shall at any time, or from time to time, combine the outstanding Common Shares into a smaller number of shares, the applicable Conversion Price in effect immediately prior to the combination shall be proportionately increased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.

effect by a fraction (i) the numerator of which is the total number of Common Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the total number of Common Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of Common Shares issuable in payment of such dividend or distribution.

(iii) Adjustments for Other Dividends . If the Company at any time, or from time to time, makes (or fixes a record date for the determination of holders of Common Shares entitled to receive) a dividend or other distribution payable in securities of the Company other than Common Shares or Common Share Equivalents, then, and in each such event, provision shall be made so that, upon conversion of any Preferred Share thereafter, the holder thereof shall receive, in addition to the number of Common Shares issuable thereon, the amount of securities of the Company which the holder of such Preferred S hare would have received had the Preferred Shares been converted into Common Shares immediately prior to such event, all subject to further adjustment as provided herein.

(iv) Reorganizations, Mergers, Consolidations, Reclassifications, Exchanges, Substitutions . If at any time, or from time to time, any capital reorganization or reclassification of the Common Shares (other than as a result of a share dividend, subdivision, split or combination otherwise treated above) occurs or the Company is consolidated, merged or amalgamated with or into another Person (other than a consolidation, merger or amalgamation treated as a Liquid ation Event), then in any such event, provision shall be made so that, upon conversion of any Preferred Share thereafter, the holder thereof shall receive the kind and amount of shares and other securities and property which the holder of such Preferred Share would have received had the Preferred Shares been converted into Common Shares on the date of such event, all subject to further adjustment as provided herein, or with respect to such other securities or property, in accordance with any terms applicable thereto.

(v) Sale of Shares below the Conversion Price .

(A) Adjustment of Conversion Price for Preferred Shares Upon Issuance of Additional Common Shares . In the event the Company shall at any time or from time to time after the Original Issue Date of the Series E Preferred Shares, issue or sell any Additional Common Shares (including Additional Common Shares deemed to be issued pursuant to Article 6A(iii)(4)(e)(vi)) , without consideration or for a consideration per share less than the applicable Conversion Price for Preferred Shares in effect immediately prior to such issue, then as of the opening of business on the date of such issue or sale, the applicable Conversion Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula ( As Adjusted):

CP2 = CP1*(A + B) ÷ (A + C).

For purposes of the foregoing formula, the following definitions shall apply:

i) “CP2” shall mean the applicable Conversion Price in effect immediately after such issue of Additional Common Shares;

ii) “CP1” shall mean the applicable Conversion Price in effect immediately prior to such issue of Additional Common Shares;

iii) “A” shall mean the number of Common Shares outstanding immediately prior to such issue of Additional Common Shares (treating for this purpose as outstanding all Equity Securities (assuming the exercise, conversion and exchange of any Common Share Equivalents ) immediately prior to such issue);

iv) “B” shall mean the number of Common Shares that would have been issued if such Additional Common Shares had been issued at a price per share equal to CP1 (determined by dividing the aggregate consideration received by the Company in respect of such issue by CP1); and

v) “C” shall mean the number of such Additional Common Shares issued in such transaction.

(B) Determination of Consideration . For the purpose of making any adjustment to the Conversion Price or the number of Common Shares issuable upon conversion of the Preferred Shares, as provided above:

i) To the extent it consists of cash, the consideration received by the Company for any issue or sale of securities shall be computed at the net amount of cash received by the Company after deduction of any underwriting or similar commissions, compensations, discounts or concessions paid or allowed by the Company in connection with such issue or sale;

ii) To the extent it consists of property other than cash, consideration other than cash received by the Company for any issue or sale of securities shall be computed at the fair market value thereof (as determined in good faith by a majority of the Board, including the affirmative vote of a majority of Investor Directors ), as of the date of the adoption of the resolution specifically authorizing such issue or sale, irrespective of any accounting treatment of such property; and

iii) If Additional Common Shares or Common Share Equivalents exercisable, convertible or exchangeable for Additional Common Shares are issued or sold together with other stock or securities or other assets of the Company for consideration which covers both, the consideration received for the Additional Common Shares or such Common Share Equivalents shall be computed as that portion of the consideration received (as determined in good faith by a majority of the Board, including the affirmative vote of a majority of Investor Directors ) to be allocable to such Additional Common Shares or Common Share Equivalents.

(C) No Exercise . If all of the rights to exercise, convert or exchange any Common Share Equivalents shall expire without any of such rights having been exercised, the applicable Conversion Price a s a djusted upon the issuance of such Common Share Equivalents, shall be readjusted to the Conversion Price which would have been in effect had such adjustment not been made.

(vi) Deemed Issue of Additional Common Shares

(A) In the event the Company shall at any time or from time to time after the Original Issue Date of the Series E Preferred Shares, issue any Common Share Equivalents (excluding Common Share Equivalents which are themselves Exempted Shares or which are issued pursuant to the Series E Share Purchase Agreement or the Additional Series E Share Purchase Agreement) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Common Share Equivalents , then the maximum number of Common Shares (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise , conversion or exchange of such Common Share Equivalents shall be deemed to be Additional Common Shares issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date, and for a consideration equal to the consideration received by the Company upon the issuance of such Common Share Equivalents plus the minimum aggregate additional consideration payable to the Company on conversion, exchange or exercise thereof (without taking into account potential anti - dilution adjustments).

(B) If the terms of any Common Share Equivalents , the issuance of which resulted in an adjustment to the applicable Conversion Price for Preferred Shares pursuant to the terms of Article 6A(iii)(4)(e)(v) , are revised as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Common Share Equivalents (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Common Share Equivalents ) to provide for either (1) any increase or decrease in the number of Common Shares issuable upon the exercise, conversion and/or exchange of any such Common Share Equivalents or (2) any increase or decrease in the consideration payable to the Company upon such exercise, conversion and/or exchange, then, effective upon such increase or decrease becoming effective, the applicable Conversion Price for Preferred Shares computed upon the original issue of such Common Share Equivalents (or upon the occurrence of a record date with respect thereto) shall be readjusted to such applicable Conversion Price for Preferred Shares as would have been obtained had such revised terms been in effect upon the original date of issuance of such Common Share Equivalents . Notwithstanding the foregoing, no readjustment pursuant to this c lause ( B ) shall have the effect of increasing the applicable Conversion Price for Preferred Shares to an amount which exceeds the lower of (i) the applicable Conversion Price for Preferred Shares in effect immediately prior to the original adjustment made as a result of the issuance of such Common Share Equivalents , or (ii) the applicable Conversion Price for Preferred Shares that would have resulted from any issuances of Additional Common Shares (other than deemed issuances of Additional Common Shares as a result of the issuance of such Common Share Equivalents ) between the original adjustment date and such readjustment date.

(C) If the terms of any Common Share Equivalents (excluding Common Share Equivalents which are themselves Exempted Shares or which are issued pursuant to the Series E Share Purchase Agreement or the Additional Series E Share Purchase Agreement), the issuance of which did not result in an adjustment to the applicable Conversion Price for Preferred Shares pursuant to the terms of Article 6A(iii)(4)(e)(v) (either because the consideration per share (determined pursuant to Article 6A(iii)(4)(e)(v)(B) ) of the Additional Common Shares subject thereto was equal to or greater than the applicable Conversion Price for Preferred Shares then in effect, or because such Common Share Equivalent was issued before the Original Issue Date for the Series E Preferred Shares), are revised as a result of an amendment to such terms or any other adjustment pursuant to the

provisions of such Common Share Equivalents (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Common Share Equivalents ) to provide for either (1) any increase or decrease in the number of Common Shares issuable upon the exercise, conversion or exchange of any such Common Share Equivalents or (2) any increase or decrease in the consideration payable to the Company upon such exercise, conversion or exchange, then such Common Share Equivalents , as so amended or adjusted, and the Additional Common Shares subject thereto (determined in the manner provided in Article 6A(iii)(4)(e)(v i ) (A) ) shall be deemed to have been issued effective upon such increase or decrease becoming effective.

(D) Upon the expiration or termination of any unexercised , unconverted or unexchanged Common Share Equivalents (or portion thereof) which resulted (either upon its original issuance or upon a revision of its terms) in an adjustment to the applicable Conversion Price for Preferred Shares pursuant to the terms of Article 6A(iii)(4)(e)(v) , the applicable Conversion Price for Preferred Shares shall be readjusted to such Conversion Price for such Preferred Shares as would have been obtained had such Common Share Equivalents (or portion thereof) never been issued.

(E) If the number of Common Shares issuable upon the exercise, conversion and/or exchange of any Common Share Equivalents , or the consideration payable to the Company upon such exercise, conversion and/or exchange, is calculable at the time such Common Share Equivalents is issued or amended but is subject to adjustment based upon subsequent events, any adjustment to the applicable Conversion Price for Preferred Shares provided for in this Article 6A(iii)(4)(e)(v i ) shall be effected at the time of such issuance or amendment based on such number of shares or amount of consideration without regard to any provisions for subsequent adjustments (and any subsequent adjustments shall be treated as provided in clauses ( B ) and ( C ) of this Article 6A(iii)(4)(e)(v i ) ). If the number of Common Shares issuable upon the exercise, conversion and/or exchange of any Common Share Equivalent , or the consideration payable to the Company upon such exercise, conversion and/or exchange, cannot be calculated at all at the time such Common Share Equivalent is issued or amended, any adjustment to the applicable Conversion Price for Preferred Shares that would result under the terms of this Article 6A(iii)(4)(e)(v i ) at the time of such issuance or amendment shall instead be effected at the time such number of shares and/or amount of consideration is first calculable (even if subject to subsequent adjustments), assuming for purposes of calculating such adjustment to the applicable Conversion Price for Preferred Shares that such issuance or amendment took place at the time such calculation can first be made.

(vii) Other Dilutive Events . In case any event shall occur at any time or from time to time after the Original Issue Date of the Series E Preferred Shares as to which the other provisions of this Article 6A(iii)(4) are not strictly applicable, but the failure to make any adjustment to the applicable Conversion Price for the Preferred Shares would not fairly protect the conversion rights of such Preferred Shares in accordance with the essential intent and principles hereof, then, in each such case, the Company, in good faith, shall determine the appropriate adjustment to be made, on a basis consistent with the essential intent and principles established in this Article 6A(iii)(4) , necessary to preserve, without dilution, the conversion rights of the Preferred Shares. If any holder of the then outstanding Preferred Shares shall reasonably and in good faith disagree with such determination by the Company, then the Company shall appoint an accounting firm of international standing and reputation, which shall give their opinion as to the appropriate adjustment, if any, on the basis

described above. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the holders of such Preferred Shares and shall make the adjustments described therein .

( viii ) Certificate of Adjustment . In the case of any adjustment or readjustment of the applicable Conversion Price for any series of the Preferred Shares, the Company, at its sole expense, shall compute such adjustment or readjustment in accordance with the provisions hereof and prepare a certificate showing such adjustment or readjustment, and shall mail such certificate, by first class mail, postage prepaid, to each registered holder of such series of Preferred Shares at such holder’s address as shown in the Company’s books. The certificate shall set forth such adjustment or readjustment, showing in detail the facts upon which such adjustment or readjustment is based, including a statement of (i) the consideration received or deemed to be received by the Company for any Additional Common Shares issued or sold or deemed to have been issued or sold, (ii) the number of Additional Common Shares issued or sold or deemed to be issued or sold, (iii) the applicable Conversion Price in effect before and after such adjustment or readjustment, and (iv) the number of Common Shares and the type and amount, if any, of other property which would be received upon conversion of such series of Preferred Shares after such adjustment or readjustment.

( i x) Notice of Record Date . In the event the Company shall propose to take any action of the type or types requiring an adjustment to the Conversion Price for any series of the Preferred Shares or the number or character of any series of the Preferred Shares as set forth herein, the Company shall give notice to the holders of such series of Preferred Shares, which notice shall specify the record date, if any, with respect to any such action and the date on which such action is to take place. Such notice shall also set forth such facts with respect thereto as shall be reasonably necessary to indicate the effect of such action (to the extent such effect may be known at the date of such notice) on the applicable Conversion Price and the number, kind or class of shares or other securities or property which shall be deliverable upon the occurrence of such action or deliverable upon the conversion of such Preferred Shares. In the case of any action which would require the fixing of a record date, such notice shall be given at least twenty (20) days prior to the date so fixed, and in the case of all other actions, such notice shall be given at least thirty (30) days prior to the taking of such proposed action.

(x) Reservation of Shares Issuable Upon Conversion . The Company shall not issue any Common Shares from its authorized but unissued Common Shares if, following such issuance, the number of its authorized but unissued Common Shares would be insufficient to effect the conversion of all then outstanding Preferred Shares. If at any time the number of authorized but unissued Common Shares of the Company shall not be sufficient to effect the conversion of all then outstanding Preferred Shares, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued Common Shares to such number of shares as shall be sufficient for such purpose.

service through an internationally-recognized courier a letter containing the notice, with a confirmation of delivery, and to have been effected at the expiration of two (2) days after the letter containing the same is sent as aforesaid. Where a notice is sent by fax or electronic mail, service of the notice shall be deemed to be effected by properly addressing, and sending such notice through a transmitting organization, with a written confirmation of delivery, and to have been effected on the day the same is sent as aforesaid.

(xii) Payment of Taxes . The Company will pay all taxes, if any, (other than taxes based upon income) and other governmental charges that may be imposed with respect to the issue or delivery of the Common Shares upon conversion of the Preferred Shares, excluding any tax or other charge imposed in connection with any transfer involved in the issue and delivery of the Common Shares in a name other than that in which the Preferred Share s so converted were registered.

(5) [Intentionally omitted]

( 6 ) Protective Provisions .

(a) Matters Requiring Special Consent from Preferred Shareholders . Notwithstanding anything to the contrary in the Memorandum and these Articles and i n addition to such other limitations as may be provided in the Memorandum, the se Articles , the Statute or any applicable Law at the competent jurisdiction where the relevant member of the Company Group is incorporated , f or so long as any Preferred Share remains outstanding, the Company and the Founder shall procure that the Company and each other member of the Company Group shall not take any of the following actions (except for those taken to consummate the Qualified IPO) without the prior written consent of holders of (i) 51% of the then outstanding Series A Preferred Shares (voting separately on an as converted basis), (ii) 45 % of the then outstanding Series B Preferred Shares (including affirmative consent by CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares) (voting separately on an as converted basis), (iii) 50 % of the then outstanding Series C Preferred Shares (including GS as long as it holds more than one-third of the then outstanding Series C Preferred Shares) (voting separately on an as converted basis), (iv) 50 % of the then outstanding Series D Preferred Shares (voting separately on an as converted basis) (including Crawford as long as it holds more than one-third of the then outstanding Series D Preferred Shares but provided that Crawford’s prior written consent shall be deemed to have been given, and Crawford shall not have the power to block any actions, if a Crawford Default has occurred, or if Crawford holds less than 5% of the Company’s then total outstanding share capital on a Fully Diluted Basis), and (v) 51% of the then outstanding Series E Preferred Shares (voting separately on an as converted basis) (including Ctrip as long as it holds no less than 4.5% of the Company’s then total outstanding share capital on a Fully Diluted Basis); provided, that where any such action requires the special resolutions of the Members in accordance with the Statute , and the said prior written consent has not been obtained, the holders of the then outstanding Preferred Shares voting against the resolution shall have the same number of votes as those who vote in favour of such resolution plus one (for the purpose of this Article 6A(iii)( 6 ) , the term “Company” below shall also include each other member of the Company Group from time to time where applicable) :

(i) Substantially cease to conduct or carry on the business of any member of the Company Group as now conducted or materially change its business activities;

(ii) Sell or dispose of the whole or a substantial part of the undertaking goodwill or the assets of any member of the Company Group;

(iii) Except for the Exempted Issuances, increase, reduce or cancel the authorized or issued share capital of any member of the Company Group or issue, allot, purchase or redeem any shares or securities convertible into or exchangeable for or otherwise carrying a right of subscription in respect of the Shares or any share warrants or grant or issue any options rights or warrants or which may require the issue of Shares in the future or do any act which has the effect of diluting or reducing the effective shareholding of the Preferred Shareholders in the Company or adversely affecting their rights in respect of any outstanding bonds, warrants or options;

(iv) Make any distribution of profits amongst the shareholders by way of dividend (interim and final), capitalization of reserves or otherwise;

(v) Amend the accounting policies previously adopted or change the fiscal year of any member of the Company Group ;

(vi) Appoint or change the auditors of any member of the Company Group;

(vii) Sell, transfer, license, charge, encumber or otherwise dispose of any trademarks, patents or other Intellectual Property owned by any member of the Company Group;

(viii) Pass any resolution for the winding up of any member of the Company Group or undertake any merger or restructuring (including but not limited to Change of Control Events) or Liquidation Event concerning any member of the Company Group or apply for the appointment of a receiver, manager or judicial manager or like officer;

(ix) Make any alteration or amendment to the memorandum and articles of association or any other charter documents of any member of the Company Group;

(x) Dispose of or dilute the Company’s interest, directly or indirectly, in any of its Subsidiaries, including the PRC Entities;

(xi) Approve any transfer of shares in any member of the Company Group;

(xii) Amend or change the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of the holders of Preferred Shares;

(xiii) Take any action that authoriz es , create s or issue s shares of any class of stocks having preferences superior to or on parity with the Preferred Shares;

(xiv) Take any action that reclassifie s any outstanding shares into shares having preferences or priority as to dividends or assets senior to or on parity with the preference of the Preferred Shares;

(xv) Amend the Company’s Memorandum and Articles;

(xvi) Amend any existing warrant to purchase Shares in the Company;

(xvii) Enter into or amend any agreement subject to Section 8.15 of the Amended IRA; and

(xviii) Enter into any agreement or undertaking to do any of the foregoing.

(b) Matters Requiring Special Consent from Investor Directors . Notwithstanding anything to the contrary in the Memorandum and these Articles and i n addition to such other limitations as may be provided in the Memorandum, the se Articles , the Statute or any applicable Law at the competent jurisdiction where the relevant member of the Company Group is incorporated , f or so long as any Preferred Share remains outstanding, the Company and the Founder shall procure that the Company and each other member of the Company Group shall not , without the prior written approval (either by signing a physical document or by email) of the Series E Director, at least one of the Series D Directors, the Series C Director, the Series B Director and at least one of the Series A Directors, take any of following action (except for those taken to consummate the Qualified IPO) :

(i) Appoint or settle the terms of appointment of any Managing Director, President, Chairman, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief Technology Officer or equivalent officers of any member of the Company Group ;

(ii) Settle or alter the terms of employment contract or salaries or bonuses or other incentives of the top six most highly paid employees of the Company Group or the terms of any non-compete covenants by any Key Employees as defined in the Additional Series E Share Purchase Agreement ;

(iii) Change the size or composition of the board of directors of any member of the Company Gro up;

(iv) Approve any annual and quarterly budget including any capital expenditure plan of any member of the Company Group ;

(v) Make any equity investment in any corporate bodies or joint venture other than establishing wholly owned subsidiaries;

(vi) Borrow any money or obtain any financial facilities except pursuant to trade facilities obtained from banks or other financial institutions in the ordinary course of business not exceeding an aggregate principal amount of RMB100,000,000 per annum;

(vii) Create, allow to arise or issue any debenture constituting a pledge, lien or charge (whether by way of fixed or floating change, mortgage encumbrance or other security) (other than liens incurred in the ordinary course of business (including without limitation, those created pursuant to vehicle acquisitions) covering obligations not to exceed US$1,000,000 in the aggregate at any one time) on all or any of the undertaking, assets or rights of any member of the Company Group;

(viii) Approve or make adjustments or modifications to terms of transactions involving the interest of any director or shareholder or officer of any member of the Company Group, including but not limited to the making of any loans or advances, whether directly or indirectly, or the provision of any guarantee, indemnity or security for or in connection with any indebtedness of liabilities of any director or shareholder or officer of

any member of the Company Group and any other related party transactions set out in Section 22 of Schedule D to the Additional Series E Share Purchase Agreement;

(ix) Sign any property leases with annual rental commitment in excess of US$300,000;

(x) Make capital expenditures of any item in excess of US$500,000 or in aggregate exceeding 25% of the approved annual budget, other than capital expenditure for purchasing operating vehicles in the ordinary course of business;

(xi) Make capital expenditures or disposals not within the approved annual budget;

(xii) Adopt or amend any employee stock option program or any other equity-based compensation plan or any bonus or incentive plan of any member of the Company Group (including but not limited to any amendment of the ESOP);

(xiii) Enter into any related party transaction set out in Section 22 of Schedule D to the Additional Series E Share Purchase Agreement (whether as a single transaction or a series of related or unrelated transactions) in excess of US$100,000; and

(xiv) Enter into any agreement or undertaking to do any of the foregoing.

TRANSFER OF SHARES

7. Subject to Section 3 of the Amended IRA, as amended from time to time, and the provisions of these Articles (including but not limited to Article 6A ), shares are transferable, and the Company will only register transfers of shares that are made in accordance with the Amended IRA and will not register transfers of shares that are not made in accordance with the Amended IRA . The instrument of transfer of any share shall be in writing and shall be executed by or on behalf of the transferor, and the transferor shall be deemed to remain the holder of a share until the name of the transferee is entered in the register of Members in respect thereof.

REDEMPTION AND PURCHASE OF SHARES

8. (i) Subject to the provisions of the Statute, the Memorandum and these Articles (including but not limited to Article 6A ), shares may be issued on the terms that they are, or at the option of the Company or the holder s are, to be redeemed on such terms and in such manner as the Company, before the issue of the shares, may by Special Resolution determine.

(ii) Subject to the provisions of the Statute, the Memorandum and these Articles (including but not limited to Article 6A ), the Company may purchase its own shares (including fractions of a share), including any redeemable shares, provided , that the manner of purchase has first been authorized by the Company in the general meeting and may make payment therefor in any manner authorized by the Statute, including out of capital.

(iii) Notwithstanding any provisions to the contrary in this Article 8 , the Preferred Shares shall not be redeemable at the option of holders of such Preferred Shares, except pursuant to this Article 8 (iii) :

(1) Optional Redemption.

(a) At any time and from time to time on or after June 30, 2016 , holder (s) of at least 5 1 % of the Class A Preferred Shares then outstanding may require the Company to redeem all of the then outstanding Class A Preferred Shares subject to and in accordance with this Article 8 (iii) . The holder(s) electing redemption pursuant to this Article 8(iii) (1) (a) shall deliver a written notice (the “ Redemption Notice ”) to the Company specifying the intended date of redemption, which date shall be no less than thirty ( 30 ) days after the date of delivery of the Redemption Notice (the “ Redemption Date ”). Within three (3) days from receipt of the Redemption Notice delivered pursuant to this Article 8(iii) (1) ( a ) , the Company shall forward a copy of such Redemption Notice to each holder of the Series A Preferred Shares, Series B Preferred Shares, the Series C Preferred Shares, the Series D Preferred Shares and the Series E Preferred Shares . H older ( s ) of at least 51% of the then outstanding Series A Preferred Shares, holder(s) of at least 45% of the then outstanding Series B Preferred Shares (including CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares), holder(s) of at least 5 0 % of the Series C Preferred Shares (including GS as long as it holds more than one-third of the then outstanding Series C Preferred Shares), holder(s) of at least 5 0 % of the Series D Preferred Shares or holder(s) of at least 45% of the Series E Preferred Shares shall have the right , but not the obligation, to require the Company to redeem all of the then outstanding Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares or Series E Preferred Shares respectively on the same applicable Redemption Date, together with the Class A Preferred Shares, by written notice to the Company within 15 days from the Company’s receipt of the Redemption Notice delivered pursuant to this Article 8(iii) (1) ( a ) . For the avoidance of doubt, holder (s) of at least 51% of the then outstanding Series A Preferred Shares, holder(s) of at least 45 % of the Series B Preferred Shares (including CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares), holder(s) of at least 5 0 % of the Series C Preferred Shares then outstanding (including GS as long as it holds more than one-third of the then outstanding Series C Preferred Shares), holder(s) of at least 5 0 % of the Series D Preferred Shares then outstanding and holder(s) of at least 45% of the Series E Preferred Shares then outstanding may require the Company to redeem all of the then outstanding Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares or Series E Preferred Shares respectively a t any time and from time to time on or after June 30, 2016, if holde r(s) of the Class A Preferred Shares elect (s) redemption pursuant to this Article 8(iii) (1) (a ) . No redemption shall be effected under this Article 8(iii)(1)(a) unless the Company complies with its obligation to forward a copy of the relevant Redemption Notice to the holders of Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares and Series E Preferred Shares.

(b) At any time and from time to time on or after June 30, 2016 , holder (s) of at least 5 1 % of the Series A Preferred Shares then outstanding may require the Company to redeem all of the then outstanding Series A Preferred Shares subject to and in accordance with this Article 8 (iii) . The holder(s) electing redemption pursuant to this Article 8(iii) (1) (b) shall deliver a Redemption Notice to the Company specifying the intended date of redemption, which date shall be no less than thirty ( 30 ) days after the Redemption Date. Within three (3) days from receipt of the Redemption Notice delivered pursuant to this Article 8(iii) (1) ( b ) , the Company shall forward a copy of such Redemption Notice to each holder of the Class A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares, the Series D Preferred Shares and the Series E Preferred Shares . H older ( s ) of at least 51% of the Class A Preferred Shares, holder(s) of at least 45% of the then outstanding Series B Preferred Shares (including CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares), holder(s) of at least 5 0 % of the Series C Preferred

Shares (including GS as long as it holds more than one-third of the then outstanding Series C Preferred Shares), holder(s) of at least 5 0 % of the Series D Preferred Shares or holder(s) of at least 45% of the Series E Preferred Shares shall have the right , but not the obligation, to require the Company to redeem all of the then outstanding Class A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares or Series E Preferred Shares respectively on the same applicable Redemption Date, together with the Series A Preferred Shares, by written notice to the Company within 15 days from the Company’s receipt of the Redemption Notice delivered pursuant to this Article 8(iii) (1) ( b ) . For the avoidance of doubt, holder (s) of at least 45 % of the Series B Preferred Shares (including CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares), holder(s) of at least 5 0 % of the Series C Preferred Shares then outstanding (including GS as long as it holds more than one-third of the then outstanding Series C Preferred Shares), holder(s) of at least 5 0 % of the Series D Preferred Shares then outstanding and holder(s) of at least 45% of the Series E Preferred Shares then outstanding may require the Company to redeem all of the then outstanding Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares or Series E Preferred Shares respectively a t any time and from time to time on or after June 30, 2016, if holde r(s) of the Series A Preferred Shares elect (s) redemption pursuant to this Article 8(iii) (1) (b ) . No redemption shall be effected under this Article 8(iii)(1)(b) unless the Company complies with its obligation to forward a copy of the relevant Redemption Notice to the holders of Class A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares, Series D Preferred Shares and Series E Preferred Shares.

(c) At any time and from time to time on or after June 30, 2016, holder(s) of at least 45% of the Series B Preferred Shares then outstanding (including CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares) may require the Company to redeem all of the then outstanding Series B Preferred Shares subject to and in accordance with this Article 8(iii) . The holder(s) electing redemption pursuant to this Article 8(iii)(1)(c) shall deliver a Redemption Notice to the Company specifying the intended Redemption Date, which date shall be no less than thirty (30) days after the date of delivery of the Redemption Notice. Within three (3) days from receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(c) , the Company shall forward a copy of such Redemption Notice to each holder of the Class A Preferred Shares, the Series A Preferred Shares, the Series C Preferred Shares, the Series D Preferred Shares and the Series E Preferred Shares . Holder(s) of at least 51% of the then outstanding Class A Preferred Shares, holder(s) of at least 51% of the then outstanding Series A Preferred Shares, holder(s) of at least 50% of the Series C Preferred Shares , holder(s) of at least 5 0 % of the Series D Preferred Shares or holder(s) of at least 5 0 % of the Series E Preferred Shares shall have the right, but not the obligation, to require the Company to redeem all of the then outstanding Class A Preferred Shares, Series A Preferred Shares, Series C Preferred Shares, Series D Preferred Shares or Series E Preferred Shares respectively on the same applicable Redemption Date, together with the Series B Preferred Shares, by written notice to the Company within fifteen (15) days from the Company’s receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(c) . For the avoidance of doubt, holder(s) of at least 50% of the Series C Preferred Shares then outstanding , holder(s) of at least 5 0 % of the Series D Preferred Shares then outstanding or holder(s) of at least 5 0 % of the Series E Preferred Shares then outstanding may require the Company to redeem all of the then outstanding Series C Preferred Shares, Series D Preferred Shares or Series E Preferred Shares respectively at any time and from time to time on or after June 30, 2016, if holder(s) of the Series B Preferred Shares elect(s) redemption pursuant to this Article 8(iii)(1)(c) . No redemption shall be

effected under this Article 8(iii)(1)(c) unless the Company complies with its obligation to forward a copy of the relevant Redemption Notice to the holders of Class A Preferred Shares, Series A Preferred Shares, Series C Preferred Shares, Series D Preferred Shares and Series E Preferred Shares.

(d) At any time upon and following the occurrence of a Series C Redemption Event (as defined in (i) below), and in any event at any time and from time to time on or after June 30, 2016, holder(s) of at least 50% of the Series C Preferred Shares then outstanding (including GS for so long as it holds at least one-third of the then-outstanding Series C Preferred Shares) may require the Company to redeem all of the then outstanding Series C Preferred Shares subject to and in accordance with this Article 8(iii) . The holder(s) electing redemption pursuant to this Article 8(iii)(1)(d) shall deliver a Redemption Notice to the Company specifying the intended Redemption Date, which date shall be no less than thirty (30) days after the date of delivery of the Redemption Notice. Within three (3) days from receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(d) , the Company shall forward a copy of such Redemption Notice to each holder of the Class A Preferred Shares, the Series A Preferred Shares, the Series B Preferred Shares, the Series D Preferred Shares and the Series E Preferred Shares. Holder(s) of at least 51% of the then outstanding Class A Preferred Shares, holder(s) of at least 51% of the then outstanding Series A Preferred Shares, holder(s) of at least 45% of the then outstanding Series B Preferred Shares (including CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares), holder(s) of at least 5 0 % of the then outstanding Series D Preferred Shares o r holder(s) of at least 45% of the then outstanding Series E Preferred Shares shall have the right, but not the obligation, to request the Company to redeem all of the then outstanding Class A Preferred Shares, Series A Preferred Shares, Series B Preferred Shares or Series D Preferred Shares or Series E Preferred Shares respectively, by written notice to the Company within fifteen (15) days from the Company’s receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(d) . For the avoidance of doubt, holder(s) of at least 50% of the Series D Preferred Shares then outstanding or holder(s) of at least 45% of the Series E Preferred Shares then outstanding may require the Company to redeem all of the then outstanding Series D Preferred Shares or Series E Preferred Shares at any time and from time to time on or after June 30, 2016, if holder(s) of the Series C Preferred Shares elect(s) redemption pursuant to this Article 8(iii)(1)(d) . No redemption shall be effected under this Article 8(iii)(1)(d) unless the Company complies with its obligation to forward a copy of the relevant Redemption Notice to the holders of Class A Preferred Shares, Series A Preferred Shares, Series B Preferred Shares, Series D Preferred Shares and Series E Preferred Shares .

(e) At any time upon and following the occurrence of a Series D Redemption Event (as defined in (j) below), and in any event at any time and from time to time on or after June 30, 2016, holder(s) of at least 50% of the Series D Preferred Shares then outstanding may require the Company to redeem all of the then outstanding Series D Preferred Shares subject to and in accordance with this Article 8(iii) , provided that Crawford’s Series D Preferred Shares shall not be counted in favor of such demand for redemption if a Crawford Default has occurred. The holder(s) electing redemption pursuant to this Article 8(iii)(1)(e) shall deliver a Redemption Notice to the Company specifying the intended Redemption Date, which date shall be no less than thirty (30) days after the date of delivery of the Redemption Notice. Within three (3) days from receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(e) , the Company shall forward a copy of such Redemption Notice to each holder of the Class A Preferred Shares, the Series A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares and the Series

E Preferred Shares. Holder(s) of at least 51% of the then outstanding Class A Preferred Shares, holder(s) of at least 51% of the then outstanding Series A Preferred Shares, or at least 45% of the then outstanding Series B Preferred Shares (including CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares), holder(s) of at least 5 0 % of the then outstanding Series C Preferred Shares or holder(s) of at least 45% of the then outstanding Series E Preferred Shares shall have the right, but not the obligation, to request the Company to redeem all of the then outstanding Class A Preferred Shares, Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares or Series E Preferred Shares respectively, by written notice to the Company within fifteen (15) days from the Company’s receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(e) .

(f) At any time upon and following the occurrence of a Series E Redemption Event (as defined in (k) below), and in any event at any time and from time to time on or after June 30, 2016, holder(s) of at least 45% of the Series E Preferred Shares then outstanding may require the Company to redeem all of the then outstanding Series E Preferred Shares subject to and in accordance with this Article 8(iii) . The holder(s) electing redemption pursuant to this Article 8(iii)(1)(f) shall deliver a Redemption Notice to the Company specifying the intended Redemption Date, which date shall be no less than thirty (30) days after the date of delivery of the Redemption Notice. Within three (3) days from receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(f) , the Company shall forward a copy of such Redemption Notice to each holder of the Class A Preferred Shares, the Series A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares and the Series D Preferred Shares. Holder(s) of at least 51% of the then outstanding Class A Preferred Shares, holder(s) of at least 51% of the then outstanding Series A Preferred Shares, or at least 45% of the then outstanding Series B Preferred Shares (including CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares), holder(s) of at least 5 0 % of the then outstanding Series C Preferred Shares or holder(s) of at least 5 0 % of the then outstanding Series D Preferred Shares shall have the right, but not the obligation, to request the Company to redeem all of the then outstanding Class A Preferred Shares, Series A Preferred Shares, Series B Preferred Shares, Series C Preferred Shares or Series D Preferred Shares respectively, by written notice to the Company within fifteen (15) days from the Company’s receipt of the Redemption Notice delivered pursuant to this Article 8(iii)(1)(f) .

(g) In the event of any redemption pursuant to this Article 8(iii) , the redemption price per Series A Preferred Share shall equal 200% of the Original Series A Preferred Issue Price (As Adjusted) plus all declared but unpaid dividends on such Series A Preferred Share through the date of redemption thereof, the redemption price per Series B Preferred Share shall equal 200% of the Original Series B Preferred Issue Price (As Adjusted) plus all declared but unpaid dividends on such Series B Preferred Share, and the redemption price per Class A Preferred Share, Series C Preferred Share, Series D Preferred Share or Series E Preferred Share shall equal the sum of:

(x) 100% of the aggregate price paid to the Company for the issuance of such Class A Preferred Shares, Series C Preferred Shares, Series D Preferred Shares or Series E Preferred Shares (as the case may be); and

(y) an amount thereon equal to a 15% per annum rate of return, compounded annually, from the date of issuance of such Class A Preferred Shares, Series C Preferred Share, Series D Preferred Shares or Series E Preferred Shares (as the case may be); and

(z) all dividends declared and unpaid with respect to such shares

(each the “ Redemption Price ”, as the case may be).

The assets and funds of the Company legally available to redeem the Preferred Shares pursuant to this Article 8(iii) shall be allocated in the following order: first, to the redemption of the Series E Preferred Shares, second, to the redemption of the Series D Preferred Shares, and third, to the redemption of the Series C Preferred Shares, fourth, to the redemption of the Series B Preferred Shares, and fifth, to the redemption of the Series A Preferred Shares, and sixth, to the redemption of the Class A Preferred Shares. Subject to the allocation order in the foregoing sentence, if the Company’s assets and funds which are legally available on the date that any amount of aggregate Redemption Price under this Article 8(iii) is due are insufficient to pay in full such amount of aggregate Redemption Price to be paid on such date, (i) such assets and funds which are legally available shall be used to the extent permitted by applicable Law to pay all amount of aggregate Redemption Price due on such date (x) in accordance with the order described in the immediately preceding sentence and (y) with respect to each series of Preferred Shares, ratably in proportion to the full amounts to which the holders of Preferred Shares of such series would otherwise be respectively entitled thereon, and (ii) the remaining Preferred Shares to be redeemed but with respect to which the Redemption Price due and payable has not been paid in full shall be carried forward and redeemed as soon as the Company has legally available funds or assets to redeem the remaining Preferred Shares, subject to the allocation order pursuant to this Article 8(iii)(1)(f) . The full amount of the aggregate Redemption Price due but not paid to the holders of Preferred Shares shall accrue interest daily (on the basis of a 365-day year) at a rate of 20% per annum in relation to the Preferred Shares, in each case from the applicable Redemption Date (as defined above) to the date on which such aggregate Redemption Price and all accrued interest thereon has been paid in full. If the Company fails (for any reason other than the failure of any Preferred Shareholder to take any action or do anything required by such Preferred Shareholder in connection with the redemption of such Preferred Shareholder’s shares) to redeem any Preferred Shares on its due date for redemption then, as from such date until the date on which the same are redeemed, the Company shall not declare or pay any dividend nor otherwise make any distribution of or otherwise decrease its profits available for distribution.

(h) Subject to the provisions of Article 8(iii) (1) , i mmediately following receipt of the request of any Preferred Shareholder for redemption of Preferred Shares in accordance with this Article 8 (iii) , the Company shall deposit an amount equal to the aggregate Redemption Price with a bank or trust corporation reasonably acceptable to the Board (including the consent of a majority of Investor Directors) as a trust fund for the benefit of the relevant Preferred Share holder s, with irrevocable instructions and authority to the bank or trust corporation to pay the applicable amount of the aggregate Redemption Price for such shares to such Preferred Share holder s on or after the Redemption Date upon receipt of instruments of transfer and the certificate or certificates representing the shares of Preferred Shares to be redeemed.

(i) For the purpose of Article 8(iii) (1)(d) , “ Series C Redemption Event ” means (i) the Company failing to complete a Qualified IPO by June 30, 2016, or (ii) the occurrence of any of the following:

(A) the certificate given pursuant to Section 5(5) of the Series C Share Purchase Agreement proves to be inaccurate as to any matter or

circumstance which results in a Series C Redemption MAE (as defined below);

(B) there occurs any breach of representation or warranty, or failure to comply with any covenant or agreement in the Transaction Documents (as amended ) (as defined in the Series C Share Purchase Agreement ) on the part of the Founder or any member of the Company Group which results in a Series C Redemption MAE;

(C) any failure of an Indemnifying Party (as defined in the Series C Share Purchase Agreement) to make any payment that is due to an Indemnified Party (as so defined) under Section 8.3 or 8.4 of the Series C Share Purchase Agreement within thirty (30) days of its becoming due;

(D) any non-compliance by the Founder or any Key Employee (as defined in the Series C Share Purchase Agreement) with Section 3.1(a) or (b) of the Amended IRA;

(E) any issue of New Securities (as defined in the Amended IRA) in breach of Section 4 of the Amended IRA;

(F) any breach of Section 7 of the Amended IRA which results in a Series C Redemption MAE;

(G) a failure by the Company to forward to the holders of the Series C Preferred Shares, as required by Article 8(iii)(1)(a) , (b), (c), (e) or (f) , a copy of any Redemption Notice given to the Company pursuant to any of those Articles or the effecting of any redemption of any Class A Preferred Shares, Series A Preferred Shares , Series B Preferred Shares , Series D Preferred Shares or Series E Preferred Shares in circumstances where it is not permitted by these Articles,

and, for the purposes Article 8(iii)(1)(d) above,

(x) where the Series C Redemption Event is constituted by any of the circumstances set out in sub-paragraphs (E), (F), and (G) above, the holders of the Series C Preferred Shares whose rights have not been respected by reason of those circumstances must be amongst the holders requiring redemption; and

(y) “ Series C Redemption MAE ” means with respect to the Company Group taken as a whole, any (i) event, occurrence, fact, condition, change or development that has a material adverse effect on the operations, results of operations, financial condition, assets or liabilities of it, (ii) material adverse effect on its ability to perform any material obligations of such person hereunder or under any other Transaction Document (as defined in the Series C Share Purchase Agreement), as applicable, or (iii) material adverse effect on any material rights it may have under any Transaction Document (as defined in the Series C Share Purchase Agreement); provided that, in each case, such effect results in

a loss, directly or indirectly, of at least US$2,000,000 or its equivalent to the Company Group (taken as a whole).

(j) For the purpose of Article 8(iii) (1)(e) , “ Series D Redemption Event ” means (i) the Company failing to complete a Qualified IPO by June 30, 2016, or (ii) the occurrence of any of the following:

(A) the certificate given pursuant to Section 5(5) of the Series D Share Purchase Agreement proves to be inaccurate as to any matter or circumstance which results in a Series D Redemption MAE (as defined below);

(B) there occurs any breach of representation or warranty, or failure to comply with any covenant or agreement in the Transaction Documents (as amended ) (as defined in the Series D Share Purchase Agreement) on the part of the Founder or any member of the Company Group which results in a Series D Redemption MAE;

(C) any failure of an Indemnifying Party (as defined in the Series D Share Purchase Agreement) to make any payment that is due to an Indemnified Party (as so defined) under Section 8.3 or 8.4 of the Series D Share Purchase Agreement within thirty (30) days of its becoming due;

(D) any non-compliance by the Founder or any Key Employee (as defined in the Series D Share Purchase Agreement) with Section 3.1(a) or (b) of the Amended IRA;

(E) any issue of New Securities (as defined in the Amended IRA) in breach of Section 4 of the Amended IRA;

(F) any breach of Section 7 of the Amended IRA which results in a Series D Redemption MAE;

(G) a failure by the Company to forward to the holders of the Series D Preferred Shares, as required by Article 8(iii)(1)(a) , (b) (c) or (d) , a copy of any Redemption Notice given to the Company pursuant to any of those Articles or the effecting of any redemption of any Class A Preferred Shares, Series A Preferred Shares , Series B Preferred Shares, Series C Preferred Shares or Series E Preferred Shares in circumstances where it is not permitted by these Articles,

and, for the purposes Article 8(iii)(1)( e ) above,

(x) where the Series D Redemption Event is constituted by any of the circumstances set out in sub-paragraphs (E), (F), and (G) above, the holders of the Series D Preferred Shares whose rights have not been respected by reason of those circumstances must be amongst the holders requiring redemption; and

(y) “ Series D Redemption MAE ” means with respect to the Company Group taken as a whole, any (i) event, occurrence, fact, condition, change or development that has a material adverse effect on the operations, results of operations, financial condition, assets or liabilities of it, (ii) material adverse effect on its ability to perform any material obligations of such person hereunder or under any other Transaction Document (as defined in the Series D Share Purchase Agreement), as applicable, or (iii) material adverse effect on any material rights it may have under any Transaction Document (as defined in the Series D Share Purchase Agreement); provided that, in each case, such effect results in a loss, directly or indirectly, of at least US$2,000,000 or its equivalent to the Company Group (taken as a whole).

(k) For the purpose of Article 8(iii) (1)(f) , “ Series E Redemption Event ” means the occurrence of any of the following:

(A) the certificate given by the Warrantors (as defined in the Additional Series E Share Purchase Agreement ) pursuant to Section 5(e) of the Additional Series E Share Purchase Agreement proves to be inaccurate as to any matter or circumstance which results in a Series E Redemption MAE (as defined below);

(B) there occurs any breach of representation or warranty, or failure to comply with any covenant or agreement in the Transaction Documents (as amended ) (as defined in the Additional Series E Share Purchase Agreement) on the part of any member of the Company Group which results in a Series E Redemption MAE;

(C) any failure of an Indemnifying Party (as defined in the Additional Series E Share Purchase Agreement) to make any payment that is due to an Indemnified Party (as so defined) under Section 8.3 of the Additional Series E Share Purchase Agreement within thirty (30) days of its becoming due;

(D) any non-compliance by the Founder or any Key Employee (as defined in the Additional Series E Share Purchase Agreement) with Section 3.1(a) or (b) of the Amended IRA;

(E) any issue of New Securities (as defined in the Amended IRA) in breach of Section 4 of the Amended IRA;

(F) any breach of Section 7 of the Amended IRA which results in a Series E Redemption MAE;

(G) a failure by the Company to forward to the holders of the Series E Preferred Shares, as required by Article 8(iii)(1)(a) , (b), (c), (d) or (f), a copy of any Redemption Notice given to the Company pursuant to any of those Articles or the effecting of any redemption of any Class A Preferred Shares, Series A Preferred Shares , Series B Preferred Shares, Series C Preferred Shares or Series D Preferred Shares in circumstances where it is not permitted by these Articles,

and, for the purposes Article 8(iii)(1)( f ) above,

(x) where the Series E Redemption Event is constituted by any of the circumstances set out in sub-paragraphs (E), (F), and (G) above, the holders of the Series E Preferred Shares whose rights have not been respected by reason of those circumstances must be amongst the holders requiring redemption; and

(y) “ Series E Redemption MAE ” means with respect to the Company Group taken as a whole, any (i) event, occurrence, fact, condition, change or development that has a material adverse effect on the operations, results of operations, financial condition, assets or liabilities of it, (ii) material adverse effect on its ability to perform any material obligations of such person hereunder or under any other Transaction Document (as defined in the Additional Series E Share Purchase Agreement), as applicable, or (iii) material adverse effect on any material rights it may have under any Transaction Document (as defined in the Additional Series E Share Purchase Agreement); provided that, in each case, such effect results in a loss, directly or indirectly, of at least US$5,000,000 or its equivalent to the Company Group (taken as a whole).

(2) For the avoidance of doubt, any Preferred Shareholder shall have the right to elect in writing at any time prior to the Redemption Date to convert any or all of its Preferred Shares into Common Shares at the then-effective applicable Conversion Price (provided that any Preferred Shares so elected to be converted into Common Shares, and the resulting Common Shares, shall not be eligible to be, and shall not be, redeemed).

(3) Before any Preferred Share holder shall be entitled to receive the aggregate Redemption Price under this Article 8(iii) , such Preferred Shareholder shall deliver a duly executed instrument of transfer in favour of the Company and shall surrender such Preferred Shareholder ’s certificate or certificates, in each case representing such Preferred Shares to be redeemed, to the Company, and thereupon the applicable amount of the aggregate Redemption Price shall be payable to the order of the P erson whose name appears on the register of Members of the Company as the owner of such shares and each such certificate shall be cancelled after all the shares represented by such certificate are redeemed. In the event less than all the shares represented by any such certificate are redeemed, a new certificate shall be promptly issued representing the unredeemed shares. Unless there has been a default in payment of the applicable amount of the aggregate Redemption Price, upon cancellation of the certificate representing such Preferred Shares to be redeemed, all d ividends on such Preferred Shares designated for redemption on the Redemption Date shall cease to accrue and all rights of the Preferred Shareholders thereof, except the right to receive the applicable amount of the aggregate Redemption Price thereof (including all declared and unpaid d ividend up to the applicable Redemption Date), without interest, shall cease and terminate and such Preferred Shares shall cease to be issued shares of the Company.

Company by way of dividend if and to the extent that, but for such payment, the Company would not itself otherwise have sufficient profits available for distribution to make the redemption of Preferred Shares required to be made pursuant to this Article 8(iii) and such redemption request .

( 5 ) Without limiting any rights of the Preferred Share holder s which are set forth in the Memorandum and the se Articles, or are otherwise available under applicable Law, the balance of any Preferred S hares subject to redemption hereunder with respect to which the Company has become obligated to pay the applicable amount of aggregate Redemption Price but which it has not paid in full shall not be redeemed until the Company has paid in full the redemption payment required with respect to the redemption of such shares, and prior to such payment and redemption, such shares shall continue to have all the powers, designations, preferences and relative participating, optional, and other special rights (including, without limitation, rights to dividends) which such shares had prior to such date. Nothing in this Article 8(iii) shall be deemed to limit in any way the obligation of the Company to effect the redemption of any Preferred Shares, or to make any payment required, pursuant to this Article 8(iii) .

(6) If the Company fails (for any reason other than the failure of any Series E Preferred Shareholder, any Series D Preferred Shareholder or any Series C Preferred Shareholder to take any action or do anything required of such Series E Preferred Shareholder, Series D Preferred Shareholder or Series C Preferred Shareholder in connection with the redemption of such Series E Preferred Shareholder, Series D Preferred Shareholder or Series C Preferred Shareholder’s shares) to redeem any Series E Preferred Shares, Series D Preferred Shares or Series C Preferred Shares on its due date for redemption, then such Series E Preferred Shareholder, Series D Preferred Shareholder or Series C Preferred Shareholder shall have the right to demand liquidation of the Company and each other member of the Company and all Directors of the Company shall do such things as are reasonably requested by such Series E Preferred Shareholder, Series D Preferred Shareholder or Series C Preferred Shareholder to commence and carry out such liquidation in a timely and efficient manner.

VARIATION OF RIGHTS OF SHARES

9. [Intentionally Omitted] .

10. Subject to the provisions of the Memorandum and these Articles (including but not limited to Article 6A ), the rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further shares ranking pari passu therewith.

COMMISSION ON SALE OF SHARES

11. Subject to the provisions of the Statute , the Memorandum and these Articles (including but not limited to Article 6A ), the Company may (i) pay a commission to any person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any shares of the Company, which commissions may be satisfied by the payment of cash or the lodgment of fully or partly paid-up shares or partly in one way and partly in the other and (ii) pay, on any issue of shares, such brokerage fees as may be lawful.

NON-RECOGNITION OF TRUSTS

12. No person shall be recognized by the Company as holding any share upon any trust, and the Company shall not be bound by or be compelled in any way to recognize (even when having notice thereof), any equitable, contingent, future, or partial interest in any share, or any interest in any fractional part of a share, or (except only as is otherwise provided by these Articles or the Statute) any other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.

REGISTRATION OF EMPOWERING INSTRUMENTS

13. The Company shall be entitled to charge a fee not exceeding one dollar (US$1.00) on the registration of every probate, letters of administration, certificate of death or marriage, power of attorney, or other instrument.

TRANSMISSION OF SHARES

14. In case of the death of a Member, the survivor or survivors where the deceased was a joint holder, and the legal personal representatives of the deceased where he was a sole holder, shall be the only persons recognized by the Company as having any title to his interest in the shares, but nothing herein contained shall release the estate of any such deceased holder from any liability in respect of any shares which had been held by him solely or jointly with other persons.

15. Any person becoming entitled to a share in consequence of the death or bankruptcy or liquidation or dissolution of a Member (or in any other way than by transfer) may, upon such evidence being produced as may from time to time be required by the Directors and, subject as hereinafter provided, elect either to be registered himself as holder of the share or to make such transfer of the share to such other person nominated by him as the deceased or bankrupt person could have made and to have such person registered as the transferee thereof, but the Directors shall, in either case, have the same right to decline or suspend registration as they would have had in the case of a transfer of the share by that Member before his death or bankruptcy as the case may be. If the person so becoming entitled shall elect to be registered himself as holder, such person shall deliver or send to the Company a notice in writing signed by such person so stating such election.

16. A person becoming entitled to a share by reason of the death or bankruptcy or liquidation or dissolution of the holder (or in any other case than by voluntary transfer) shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a Member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company; provided , that the Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share and if the notice is not complied with within ninety days the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share until the requirements of the notice have been complied with.

17. [Intentionally Omitted] .

AMENDMENT OF MEMORANDUM OF ASSOCIATION, ALTERATION OF
CAPITAL & CHANGE OF LOCATION OF REGISTERED OFFICE

18. (a) Subject to the provisions of the Statute , the Memorandum and these Articles (including but not limited to Article 6A ), the Company may from time to time alter or amend its Memorandum with respect to any objects, powers or other matters specified therein to:

(i) by Ordinary Resolution, increase the share capital by such sum to be divided into shares of such amount or without nominal or par value as the resolution shall prescribe and with such rights, priorities and privileges annexed thereto, as the Company in general meeting may determine;

(ii) by Ordinary Resolution, consolidate and divide all or any of its share capital into shares of larger amount than its existing shares;

(iii) by Ordinary Resolution, divide or subdivide all or any of its share capital into shares of smaller amount than is fixed by the Memorandum or into shares without nominal or par value; or

(iv) by Ordinary Resolution, cancel any shares which at the date of the passing of the resolution have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.

(b) All new shares created hereunder shall be subject to the same provisions with reference to transfer, transmission, and otherwise as the shares in the original share capital.

(c) Subject to the provisions of the Statute , the Memorandum and these Articles (including but not limited to Article 6A ), the Company may by Special Resolution reduce its share capital and any capital redemption reserve fund.

(d) Subject to the provisions of the Statute , the Memorandum and these Articles (including but not limited to Article 6A ), the Company may by resolution of the Directors change the location of its Registered Office.

FIXING RECORD DATE

19. The Directors may fix in advance a date as the record date for any determination of Members entitled to notice of or to attend or vote at a meeting of the Members. For the purpose of determining the Members entitled to receive payment of any dividend, the Directors may, at or within ninety (90) days prior to the date of declaration of such dividend, fix a subsequent date as the record date for such determination.

20. If no record date is fixed for the determination of Members entitled to notice of or to attend or vote at a meeting of the Members or the Members entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Members. When a determination of the Members entitled to attend or receive notice of, attend or vote at any meeting of the Members has been made as provided in this Article, such determination shall apply to any adjournment thereof.

GENERAL MEETING

21. All general meetings other than annual general meetings shall be called extraordinary general meetings.

22. The Company may hold a general meeting as its annual general meeting but shall not (unless required by the Statute) be obliged to hold an annual general meeting. The annual general meeting, if held, shall be held at such time and place as the Directors shall appoint and if no other time and place is prescribed by them, it shall be held at the principal executive offices of the Company on the second Wednesday in December of each year at ten o’clock in the morning. At these meetings the report of the Directors (if any) shall be presented.

23. The Directors may call general meetings, and they shall, on the requisition of Members of the Company holding at the date of deposit of the requisition not less than 10% of the paid up capital of the Company as at the date of the deposit carries the right of voting at general meetings of the Company, forthwith proceed to convene an extraordinary general meeting of the Company.

24. The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office of the Company and may consist of several documents in like form each signed by one or more requisitionists.

25. If the Directors do not within twenty-one (21) days from the date of the deposit of the requisition pursuant to Article 23 duly proceed to convene a general meeting, the requisitionists, or any of them representing not less than a majority of the aggregate voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall be subject to other Articles hereof, including Article 28 , and shall not be held after the expiration of three (3) months after the expiration of the said twenty-one (21) days.

26. A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.

NOTICE OF GENERAL MEETINGS

27. At least five (5) days’ notice shall be given of an annual general meeting and at least twenty (20) days’ notice shall be given of any other general meeting unless such notice is waived either before, at or after such annual or other general meeting (i) in the case of a general meeting called as an annual general meeting, by all the Members entitled to attend and vote thereat or their proxies; and (ii) in the case of any other general meeting, by holders of not less than the appropriate proportion of all those Shares which are in issue at the time which would be required to approve the actions submitted to the Members for approval at such meeting, or their proxies (collectively, the “ Required Consenters ”). Every notice shall be exclusive of the day on which it is given or deemed to be given and shall specify the place, the day and the hour of the meeting and the general nature of the business and shall be given in the manner hereinafter mentioned; provided , that any general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of Articles 23-26 have been complied with, be deemed to have been duly convened if it is so agreed by the Required Consenters.

PROCEEDINGS AT GENERAL MEETINGS

29. A person shall be deemed to be present at a general meeting if he participates by telephone or other electronic means and all persons participating in the meeting are able to hear each other.

30. An action that may be taken by the M embers at a meeting may also be taken by a resolution of M embers consented to in writing or by telex, telegram, cable, facsimile or other written electronic communication , signed by the Members holding a majority of the votes, or where a Special Resolution is required, by all the Members entitled to vote on such resolution at a meeting , without the need for any notice, but if any resolution of M embers is adopted otherwise than by the unanimous written consent of all M embers, a copy of such resolution shall forthwith be sent to all M embers not consenting to such resolution. The consent may be in the form of counterparts, each counterpart being signed by one or more M embers.

31 If within thirty (30) minutes from the time appointed for the general meeting a quorum is not present, the meeting, if convened upon the requisition of Members, shall be dissolved and in any other case, it shall stand adjourned to the same day in the next week at the same time and place or to such other time or such other place as the Directors may determine and if at the adjourned meeting a quorum is not present within thirty (30) minutes from the time appointed for the meeting, the Members (or their proxies) holding a majority of the aggregate voting power of all of the Shares of the Company (calculated on an as converted basis) represented at the meeting shall be a quorum.

32. The chairman of the Board shall preside as chairman at every general meeting of the Company, or if he shall not be present within thirty (30) minutes after the time appointed for the holding of the meeting, or is unwilling to act, the M embers present shall elect one (1) of their number to be chairman of the meeting.

33. The chairman may, with the consent of any general meeting duly constituted hereunder at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a general meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Otherwise it shall not be necessary to give any such notice.

34. At any general meeting, a resolution put to the vote of the meeting shall be decided by the vote of the requisite majority pursuant to a poll of the Members. Unless otherwise

required by the Statute or these Articles (including but not limited to Article 6A ), such requisite majority shall be a simple majority of votes cast.

VOTES OF MEMBERS

35. Subject to the Statute and these Articles (including but not limited to Article 6A) , every Member of record present or, if such Member is a corporation or other non-natural person, such Member is present by its duly authorized representative, shall have one (1) vote for each share registered in his name in the register of Members.

36. In the case of joint holders of record, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of Members.

37. A Member of unsound mind, or in respect of whom an order has been made by any court, having jurisdiction in lunacy, may vote by his committee, receiver, curator bonis, or other person in the nature of a committee, receiver or curator bonis appointed by that court, and any such committee, receiver, curator bonis, or other person may vote by proxy.

38. No Member shall be entitled to vote at any general meeting unless he is registered as a Member of the Company on the record date for such meeting nor unless all calls or other sums presently payable by him in respect of shares in the Company have been paid.

39. No objection shall be raised to the qualification of any voter except at the general meeting or adjourned general meeting at which the vote objected to is given or tendered and every vote not disallowed at such general meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the determination of the chairman of the general meeting to be exercised in his or her reasonable discretion.

40. Votes may be given either personally or by proxy.

PROXIES

41. The instrument appointing a proxy shall be in writing and shall be executed under the hand of the appointor or of his attorney duly authorized in writing, or, if the appointor is a corporation under the hand of an officer or attorney duly authorized in that behalf. A proxy need not be a Member of the Company.

42. The instrument appointing a proxy shall be deposited at the Registered Office of the Company or at such other place as is specified for that purpose in the notice convening the meeting no later than the time for holding the meeting, or adjourned meeting.

43. The instrument appointing a proxy may be in any usual or common form and may be expressed to be for a particular meeting or any adjournment thereof or generally until revoked.

44. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the share in respect of which the proxy is given provided that no intimation in writing of such death, insanity, revocation or transfer as aforesaid shall have been received by the Company at the Registered

Office before the commencement of the general meeting, or adjourned meeting at which it is sought to use the proxy.

CORPORATE MEMBERS

45. Any corporation which is a Member of record of the Company may in accordance with its articles or other governing documents, or in the absence of such provision by resolution of its d irectors or other governing body, authorize such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members of the Company, and the person so authorized shall be entitled to exercise the same powers on behalf of the corporation which he represents as the corporation could exercise if it were an individual Member of record of the Company.

SHARES THAT MAY NOT BE VOTED

46. Shares of its own capital belonging to the Company or held by it in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting and shall not be counted in determining the total number of outstanding shares at any given time.

DIRECTORS

47. There shall be a Board consisting of not more than ten (10) persons, unless increased by a resolution adopted by the affirmative vote of a simple majority of the Directors, present in person or by proxy, including the affirmative vote of a majority of Investor Directors , subject to the Statute and these Articles (including but not limited to Article 6A ). The Board shall meet (whether in person, telephonically, or otherwise) no less than once in each fiscal quarter, unless otherwise determined by the Board (with the consent of a majority of Investor Directors ) .

48. The remuneration to be paid to the Directors shall be such remuneration as the Directors shall determine. Such remuneration shall be deemed to accrue from day to day. Subject to these Articles (including but not limited to Article 6A ), the Directors may by resolution award special remuneration to any Director of the Company undertaking any special work or services for, or undertaking any special mission on behalf of, the Company other than his ordinary routine work as a Director. Any fees paid to a Director who is also counsel or solicitor to the Company, or otherwise serves it in a professional capacity shall be in addition to his remuneration as a Director.

49. Subject to these Articles (including but not limited to Article 6A ), a Director may hold any other office or place of profit under the Company (other than the office of Auditor) in conjunction with his office of Director for such period and on such terms as to remuneration and otherwise as the Directors may determine.

50. Subject to these Articles (including but not limited to Article 6A ), a Director may act by himself or his firm in a professional capacity for the Company and he or his firm shall be entitled to remuneration for professional services as if he were not a Director.

51. A shareholder qualification for Directors may be fixed by the Company in general meeting, but unless and until so fixed no qualification shall be required.

52. Subject to these Articles (including but not limited to Article 6A ), a Director of the Company may be or become a d irector or other officer of or otherwise interested in any company promoted by the Company or in which the Company may be interested as shareholder or otherwise and no such Director shall be accountable to the Company for any remuneration or other benefits received by him as a d irector or officer of, or from his interest in, such other company.

53. In addition to any further restrictions set forth in these Articles (including but not limited to Article 6A ), no person shall be disqualified from the office of Director or prevented by such office from contracting with the Company, either as vendor, purchaser or otherwise, nor shall any such contract or any contract or transaction entered into by or on behalf of the Company in which any Director shall be in any way interested be or be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realized by any such contract or transaction by reason of such Director holding office or of the fiduciary relation thereby established. A Director shall be at liberty to vote in respect of any contract or transaction in which he is interested; provided , that the nature of the interest of any Director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote thereon.

54. A general notice or disclosure to the Directors or otherwise contained in the minutes of a m eeting or a written resolution of the Directors or any committee thereof that a Director is a member of any specified firm or company and is to be regarded as interested in any transaction with such firm or company shall be sufficient disclosure under Article 53 and after such general notice it shall not be necessary to give special notice relating to any particular transaction.

ALTERNATE DIRECTORS

55. Any Director may by a written instrument appoint an alternate who need not be a Director and an alternate is entitled to attend meetings of the Board or of any committee in the absence of the Director who appointed him and to vote or consent in place of such Director.

POWERS AND DUTIES OF DIRECTORS

56. The business of the Company shall be managed by the Directors (or a sole Director if only one is appointed) who may pay all expenses incurred in promoting, registering and setting up the Company, and may exercise all such powers of the Company as are not inconsistent, from time to time by the Statute, or by these Articles (including but not limited to Article 6A ), or as may be prescribed by the Company in general meeting; provided , that no regulations made by the Company in general meeting shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made, and, provided further , that, for the avoidance of doubt and without limiting the generality of the foregoing, the Directors shall undertake none of those acts described in Article 6A(iii)( 6 ) without the prior approval therein required.

may think fit, and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorneys as the Directors may think fit and may also authorize any such attorney to delegate all or any of the powers, authorities and discretions vested in him.

58. All checks, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for monies paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors shall from time to time by resolution determine.

59. The Directors shall cause minutes to be made in books provided for the purpose:

(a) of all appointments of officers made by the Directors;

(b) of the names of the Directors (including those represented thereat by proxy) present at each meeting of the Directors and of any committee of the Directors;

(c) of all resolutions and proceedings at all meetings of the Company and of the Directors and of committees of Directors.

60. Subject to these Articles (including but not limited to Article 6A ), the Directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any Director who has held any other salaried office or place of profit with the Company or to his widow or dependants and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

61. Subject to these Articles (including but not limited to Article 6A) , the Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof and to issue d ebentures whether outright or as security for any debt, liability or obligation of the Company or of any third party.

MANAGEMENT

62. Subject to these Articles (including but not limited to Article 6A ):

(a) The Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit and the provisions contained in the three next following paragraphs shall be without prejudice to the general powers conferred by this paragraph.

(b) T he Directors from time to time and at any time may establish any committees, local b oards or agencies for managing any of the affairs of the Company and may appoint any persons to be members of such committees or local b oards or any managers or agents and may fix their remuneration.

made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time remove any person so appointed and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

( d ) Any such delegates as aforesaid may be authorized by the Directors to sub-delegate all or any of the powers, authorities, and discretions for the time being vested in them.

PROCEEDINGS OF DIRECTORS

63. Subject to these Articles (including but not limited to Article 6A ), the Directors shall meet together for the dispatch of business, convening, adjourning and otherwise regulating their meetings as they think fit, and questions arising at any meeting (except for consummation of a Qualified IPO and the actions taken to consummate a Qualified IPO) shall be decided by a majority of votes (unless a higher vote is required pursuant to the Statute or these Articles, including but not limited to Article 6A ) of the Directors present at a meeting at which there is a quorum, with each having one (1) vote.

64. A Director may, and the Secretary of the Company on the requisition of a Director, shall, at any time, summon a meeting of the Directors by at least ten (10) days’ notice in writing to every Director which notice shall set forth the general nature of the business to be considered; provided , that notice is given pursuant to Articles 93 — 97 ; provided further , that notice may be waived on behalf of all of the Directors before, after, or at the meeting by the vote or consent of all the Directors. The Company shall also cause that the agenda of the business to be transacted at the Board meeting and all relevant documents and materials to be circulated at or presented to the Board meeting are sent to all the Directors at least ten (10) days before such Board meeting .

65. Subject to Article 64 , a Board meeting shall reach quorum only with the attendance of at least five (5) Directors, including a majority of Investor Directors, one of whom shall be the Series E Director and a Founder Director, provided that if such quorum is not present for a Board meeting within two (2) hours from the time for such Board meeting as appointed in the meeting notice of such Board meeting sent by the Company in accordance with Article 64 , then such Board meeting shall be adjourned for at least ten (10) days at the same place or such other time and place as the Directors then present may determine, provided that, in each case, a notice of the adjourned Board meeting shall be sent to each Director at least ten (10) days before the adjourned Board meeting. The attendance of any three (3) Directors including any two (2) Investor Directors shall constitute a quorum at such adjourned Board meeting and questions arising at such adjourned Board meeting shall be decided by a majority of votes of the Directors present . For the purposes of this Article a proxy appointed by a Director shall be counted in a quorum at a meeting at which the Director appointing him is not present.

66. Subject to Article 65 , the continuing Directors may act notwithstanding any vacancy in their body. However, if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of Board meetings , the continuing Directors or Director may act for the purpose of increasing the number of Directors to that number, or of summoning a general meeting of the Company, but for no other purpose.

67. In the event of a tie-vote during the B oard meeting, the chairman of the Board shall have the tie-breaker vote. The chairman of the board shall be one of the Founder Directors.

68. Subject to these Articles (including but not limited to Article 6A ), the Directors may delegate any of their powers (subject to any limitations imposed on the Directors) to committees consisting of such member or members of the Board as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors and by these Articles (including but not limited to Article 6A ). A committee may meet and adjourn as it thinks proper. Questions arising at any committee meeting shall be determined by a majority of votes of the members present.

69. The Company shall provide that members of the Board or of any committee thereof may participate in a meeting of the Board or of such committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this provision shall constitute presence in person at such meeting; provided , that a meeting of a Board or committee thereof shall not be valid if the Company does not make such means of participation reasonably available to the members thereof.

70. A resolution in writing (in one or more counterparts), signed by all the Directors for the time being or all the members of a committee of the Board shall be as valid and effectual as if it had been passed at a meeting of the Directors or such committee as the case may be duly convened and held.

71. A Director may be represented at any meetings of the Board by a proxy appointed by him in which event the presence or vote of the proxy shall for all purposes be deemed to be that of the Director. The provisions of Articles 41 — 44 shall apply, mutatis mutandis , to the appointment of proxies by Directors.

VACATION OF OFFICE OF DIRECTOR

72. The office of a Director shall be vacated if he or she gives notice in writing to the Company that he or she resigns the office of Director, if he or she dies or if he or she is found a lunatic or becomes of unsound mind, and such vacated office may be filled only pursuant to Article 73 , 74 or 75 , as applicable.

APPOINTMENT AND REMOVAL OF DIRECTORS

73. (a) Unless otherwise indicated below, immediately after the Closing, the Company shall have a Board consisting of no more than ten (10) directors, of whom, (i) two (2) Directors are to be designated by Qiming as long as Qiming continues to hold no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis(the “ Series A Directors ” and each a “ Series A Director ” ); (ii) one (1) Director is to be designated by CDH as long as CDH continues to hold no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis (the “ Series B Director ”); (iii) one (1) Director is to be designated by GS as long as GS continues to hold no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis (the “ Series C Director ”); (iv) two (2) Directors are to be designated by Crawford so long as (i) no Crawford Default has occurred, and (ii) Crawford holds continues to hold no less than 5% of the Company’s then total outstanding share capital on a Fully Diluted Basis (the “ Series D Directors ” and each a “ Series D Director ” ); (v) one (1) Director is to be designated by Ctrip as long as Ctrip continues to hold no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis (the “ Series E Director ”, and, together with the Series

A Directors, the Series B Director, the Series C Director and the Series D Directors, collectively, the “ Investor Directors ” and each a “ Investor Director ” ); and (vi) three (3) Directors are to be designated by the Founder (the “ Founder Directors ” and each a “ Founder Director ” ). The chairman of the Board shall be one of the Founder Directors.

(b) At each election of the Directors of the Board, each holder of Common Share Equivalents shall vote at any meeting of Members, such number of Common Share Equivalents (on an as-converted basis) as may be necessary, or in lieu of any such meeting, shall give such holder’s written consent, as the case may be, with respect to such number of Common Share Equivalents (on an as-converted basis) (1) so long as Ctrip continues to hold no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis (a) as may be necessary to elect as the Series E Director the individual designated by Ctrip in accordance with Article 73(a), and (b) against any other person nominated to be the Series E Director not so designated by Ctrip in accordance with Article 73(a); (2) so long as no Crawford Default has occurred and Crawford continues to hold no less than 5% of the Company’s then total outstanding share capital on a Fully Diluted Basis, (a) as may be necessary to elect as the Series D Directors the individuals designated by Crawford in accordance with Article 73(a), and (b) against any other person nominated to be any Series D Director not so designated by Crawford in accordance with Article 73(a); (3) so long as GS continues to hold no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis (a) as may be necessary to elect as the Series C Director the individuals designated by GS, and (b) against any other person nominated to be the Series C Director not so designated by GS; (4) so long as CDH continues to hold no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis (a) as may be necessary to elect as the Series B Director the individuals designated by CDH, and (b) against any other Series B Director nominee not so designated by CDH; (5) so long as Qiming continues to hold no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis (a) as may be necessary to elect as the Series A Directors the individuals designated by Qiming, as the case may be, and (b) against any other Series A Director nominee not so designated by Qiming; and (6) (a) as may be necessary to elect as the Founder Directors the individuals designated by the holders of a majority of the then outstanding Common Shares and (b) against any other Founder Director nominee not so designated.

(c) Ctrip, Crawford, GS, CDH, Qiming, and the Founder, as such entity or individual is entitled to designate any individual to be elected as a Director of the Board pursuant to this Article 73 shall have the right to remove any Director occupying such position and to fill any vacancy caused by the resignation, death or renewal of any Director occupying such position.

(d) For the avoidance of doubt, to the extent any Investor Director is not appointed or otherwise not in the office, the consent of such Investor Director shall no longer be required for those matters which require the consent of such Investor Director hereunder.

such notices, minutes, consents and other materials are provided to the members of the Board and all committees thereof. An Observer shall have full rights of audience and may speak at all meetings of the Board and all committees thereof, but shall not be entitled to vote or be counted towards the quorum at any such meetings.

74. Any vacancy on the Board occurring because of the death, resignation or removal of a Director elected by the holders of any class or series of shares shall be filled by the vote or written consent of the holders of Common Share Equivalents of the Company entitled to designate any individual to be elected as a D irector of the Board pursuant to Article 73 .

PRESUMPTION OF ASSENT

75. A Director who is present at a meeting of the Board at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favor of such action.

SEAL

76. The Company may, if the Directors so determine, have a Seal which shall, subject to this Article, only be used by the authority of the Directors or of a committee of the Directors authorized by the Directors in that behalf and every instrument to which the Seal has been affixed shall be signed by at least one (1) person who shall be either a Director or the Secretary or secretary-treasurer or some person appointed by the Directors for the purpose. The Company may have a duplicate Seal or Seals each of which shall be a facsimile of the Common Seal of the Company and, if the Directors so determine, with the addition on its face of the name of every place where it is to be used. A Director, Secretary or other duly authorized officer or representative or attorney may without further authority of the Directors affix the Seal of the Company over his signature alone to any document of the Company required to be authenticated by him under Seal or to be filed with the Registrar of Companies in the Cayman Islands or elsewhere wheresoever.

OFFICERS

77. The Company may have a president, a Secretary or secretary-treasurer appointed by the Directors who may also from time to time appoint such other officers as they consider necessary, all for such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors from time to time prescribe.

DIVIDENDS, DISTRIBUTIONS AND RESERVE

78. Subject to the Statute and the provisions of these Articles (including but not limited to Article 6A ), the Directors may from time to time declare dividends (including interim dividends) and distributions on shares of the Company outstanding and authorize payment of the same out of the funds of the Company lawfully available therefor.

79. Subject to the Statute and the provisions of these Articles (including but not limited to Article 6A ), the Directors may, before declaring any dividends or distributions, set aside such sums as they think proper as a reserve or reserves which shall at the discretion of the Directors, be applicable for any purpose of the Company and pending such application may, at the like discretion, be employed in the business of the Company.

80. No dividend or distribution shall be payable except out of the profits of the Company, realized or unrealized, or out of the share premium account or as otherwise permitted by the Statute.

81. Subject to the rights of persons, if any, with shares with special rights as to dividends or distributions, if dividends or distributions are to be declared on a class of shares they shall be declared and paid according to the amounts paid or credited as paid on the shares of such class outstanding on the record date for such dividend or distribution as determined in accordance with these Articles but no amount paid or credited as paid on a share in advance of calls shall be treated for the purpose of this Article as paid on the share.

82. The Directors may deduct from any dividend or distribution payable to any Member all sums of money (if any) presently payable by him to the Company on account of calls or otherwise.

83. Subject to these Articles (including but not limited to Article 6A ), the Directors may declare that any dividend or distribution be paid wholly or partly by the distribution of specific assets and in particular of paid up shares or d ebentures of any other company or in any one or more of such ways and where any difficulty arises in regard to such distribution, the Directors may settle the same as they think expedient and in particular may issue fractional certificates and fix the value for distribution of such specific assets or any part thereof and may determine that cash payments shall be made to any Members upon the footing of the value so fixed in order to adjust the rights of all Members and may vest any such specific assets in trustees as may seem expedient to the Directors.

84. Any dividend, distribution, interest or other monies payable in cash in respect of shares may be paid by check or warrant sent through the post directed to the registered address of the holder or, in the case of joint holders, to the holder who is first named on the register of Members or to such person and to such address as such holder or joint holders may in writing direct. Every such check or warrant shall be made payable to the order of the person to whom it is sent. Any one of two or more joint holders may give effectual receipts for any dividends, bonuses, or other monies payable in respect of the share held by them as joint holders.

85. No dividend or distribution shall bear interest against the Company.

CAPITALIZATION

apply such sum on their behalf in paying up in full unissued shares for allotment and distribution credited as fully paid up to and amongst them in the proportion aforesaid. In such event the Directors shall do all acts and things required to give effect to such capitalization, with full power to the Directors to make such provisions as they think fit for the case of shares becoming distributable in fractions (including provisions whereby the benefit of fractional entitlements accrue to the Company rather than to the Members concerned). Subject to these Articles (including but not limited to Article 6A ), the Directors may authorize any person to enter into, on behalf of all of the Members interested, an agreement with the Company providing for such capitalization and matters incidental thereto and any agreement made under such authority shall be effective and legally binding on all concerned.

BOOKS OF ACCOUNT

87. The Directors shall cause proper books of account to be kept with respect to:

(a) All sums of money received and expended by the Company and the matters in respect of which the receipt or expenditure takes place;

(b) All sales and purchases of goods by the Company; and

Proper books shall not be deemed to be kept if there are not kept such books of account as are necessary to give a true and fair view of the state of the Company’s affairs and to explain its transactions.

88. Subject to any agreement binding on the Company, the Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors, and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by Statute or authorized by the Company.

89. The Directors may from time to time cause to be prepared and to be laid before the Company in general meeting profit and loss accounts, balance sheets, group accounts (if any) and such other reports and accounts as may be required by law.

AUDIT

90. Subject to these Articles (including but not limited to Article 6A ), the Board may at any time appoint or remove an Auditor or Auditors of the Company who shall hold office for a period specified by the Board.

91. Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary for the performance of the duties of the Auditors.

92. Auditors shall, following their appointment and at any other time during their term of office, upon request of the Directors, make a report on the accounts of the Company during their tenure of office.

NOTICES

93. Notices shall be in writing and may be given by the Company or any person entitled to give notice to any Member either personally or by sending it by next-day or second-day international courier service, fax, electronic mail or similar means to him or to his address as shown in the register of Members.

94. (a) Where a notice is sent by next-day or second-day courier service, service of the notice shall be deemed to be effected by properly addressing, pre-paying and sending by next-day or second-day service through an internationally-recognized courier a letter containing the notice, with a confirmation of delivery, and to have been effected at the expiration of two (2) days after the letter containing the same is sent as aforesaid.

(b) Where a notice is sent by fax or electronic mail, service of the notice shall be deemed to be effected by properly addressing, and sending such notice through a transmitting organization, with a confirmation of delivery, and to have been effected on the day the same is sent as aforesaid.

95. A notice may be given by the Company to the joint holders of record of a share by giving the notice to the joint holder first named on the register of Members in respect of the share.

96. A notice may be given by the Company to the person or persons which the Company has been advised are entitled to a share or shares in consequence of the death or bankruptcy of a Member by sending it, subject to Articles 94 and 95 , to them by name, or by the title of representatives of the deceased, or trustee of the bankrupt, or by any like description at the address supplied for that purpose by the persons claiming to be so entitled, or at the option of the Company by giving the notice in any manner in which the same might have been given if the death or bankruptcy had not occurred.

97. Notice of every general meeting shall be given in any manner hereinbefore authorized to:

(a) every person shown as a Member in the register of Members as of the record date for such meeting except that in the case of joint holders the notice shall be sufficient if given to the joint holder first named in the register of Members; and

(b) every person upon whom the ownership of a share devolves by reason of his being a legal personal representative or a trustee in bankruptcy of a Member of record where the Member of record but for his death or bankruptcy would be entitled to receive notice of the meeting.

No other person shall be entitled to receive notices of general meetings pursuant to these Articles.

WINDING UP

98. Subject to these Articles (including but not limited to Article 6A ) , if the Company shall be wound up, any liquidator must be approved by a Special Resolution.

99. If the Company shall be wound up, the assets available for distribution amongst the Members shall be distributed in accordance with Article 6A(iii)(2) ; provided , that no Member shall be compelled to accept any shares or other securities whereon there is any liability.

INDEMNITY & INSURANCE

100. (a) To the maximum extent permitted by applicable law, the Directors and officers for the time being of the Company and any trustee for the time being acting in relation to any of the affairs of the Company and their heirs, executors, administrators and personal representatives respectively shall be indemnified out of the assets of the Company from and against all actions, proceedings, costs, charges, losses, damages and expenses which they or any of them shall or may incur or sustain by reason of any act done or omitted in or about the execution of their duty in their respective offices or trusts, except such (if any) as they shall incur or sustain by or through their own willful neglect or willful default, and no such Director or officer or trustee shall be answerable for the acts, receipts, neglects or defaults of any other Director or officer or trustee or for joining in any receipt for the sake of conformity or for the solvency or honesty of any banker or other persons with whom any monies or effects belonging to the Company may be lodged or deposited for safe custody or for any insufficiency of any security upon which any monies of the Company may be invested or for any other loss or damage due to any such cause as aforesaid or which may happen in or about the execution of his office or trust unless the same shall happen through the willful neglect or willful default of such Director or officer or trustee.

(b) To the maximum extent permitted by applicable law, the Directors and officers for the time being of the Company and any trustee for the time being acting in relation to any of the affairs of the Company and their heirs, executors, administrators and personal representatives respectively shall not be personally liable to the Company or its Members for monetary damages for breach of their duty in their respective offices, except such (if any) as they shall incur or sustain by or through their own willful neglect or willful default respectively.

(c) Subject to these Articles (including but not limited to Article 6A ), t he Company shall use its best efforts to purchase and maintain Directors’ and officers’ insurance from a carrier and in an amount as shall be agreed by the Board provided , that such insurance coverage is available at commercially reasonable rates as determined by the Board, in relation to any person who is or was a Director or an officer of the Company, or who at the request of the Company is or was serving as a Director or an officer of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the Company has or would have had the power to indemnify the person against the liability under this Article 100 .

FINANCIAL YEAR

101. Subject to these Articles (including but not limited to Article 6A ), u nless a majority of the Board agrees otherwise, the financial year of the Company shall end on December 31 in each year and, following the year of incorporation, shall begin on January 1 in each year.

TRANSFER BY WAY OF CONTINUATION

102. If the Company is exempted as defined in the Statute, it shall, subject to the provisions of the Statute and with the approval of (i) a Special Resolution and (ii) the holders of a majority of the then outstanding Series A Preferred Shares, of the then outstanding Series B Preferred Shares, of the then outstanding Series C Preferred Shares, of the then outstanding Series D Preferred Shares and of the then outstanding Series E Preferred Shares (each voting as a separate class on an as-converted basis), have the power to register by way of continuation as a body corporate under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

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Exhibit 3.2

THE COMPANIES LAW (2013 REVISION)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

NINTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

EHI CAR SERVICES LIMITED

(Adopted by Special Resolution on October 2, 2014, and effective conditional and immediately upon completion of the Company’s initial public offering of Class A Common Shares represented by American Depositary Shares)

1. The name of the Company is eHi Car Services Limited.

2. The registered office of the Company shall be at the offices of offices of Offshore Incorporations (Cayman) Limited, Floor 4, Willow House, Cricket Square, P O Box 2804, Grand Cayman KY1-1112, Cayman Islands or at such other place as the Directors may from time to time decide.

3. Subject to the following provisions of this Memorandum of Association, the objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Companies Law (2013 Revision) or as the same may be revised from time to time, or any other law of the Cayman Islands.

4. Nothing in this Memorandum of Association shall permit the Company to carry on a business for which a license is required under the laws of the Cayman Islands unless duly licensed.

5. The Company shall not trade in the Cayman Islands with any person, firm or corporation except in furtherance of the business of the Company carried on outside the Cayman Islands; provided that nothing in this clause shall be construed as to prevent the Company effecting and concluding contracts in the Cayman Islands, and exercising in the Cayman Islands all of its powers necessary for the carrying on of its business outside the Cayman Islands.

6. The liability of each Member is limited to the amount from time to time unpaid on such Member’s shares.

7. The authorized share capital of the Company is US$500,000 divided into 407,328,619 Class A Common Shares of a par value of US$0.001 each and 92,671,381 Class B Common Shares of a par value of US$0.001 each.

8. The Company has the power to redeem or purchase any of its shares and to increase or reduce the said capital subject to the provisions of the Companies Law (2013 Revision) and the Articles of Association and to issue any part of its capital, whether original, redeemed or increased with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that unless the conditions of issue shall otherwise expressly declare, every issue of shares, whether declared to be preference or otherwise, shall be subject to the powers hereinbefore contained.

9. The Company has the power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

10. Capitalized terms that are not defined in this Memorandum of Association bear the same meaning as those given in the Articles of Association of the Company.

THE COMPANIES LAW (2013 REVISION)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

NINTH AMENDED AND RESTATED ARTICLES OF ASSOCIATION

EHI CAR SERVICES LIMITED

INTERPRETATION

1. In these Articles, Table A in the First Schedule in the Companies Law does not apply and unless otherwise defined, the defined terms shall have the meanings assigned to them as follows:

“ Affiliate ”	with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control, with such specified Person. For purpose of these Articles, except as otherwise expressly provided herein, when used with respect to any Person that is an entity, “control” means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise;

“ Applicable Law ”	includes the Law and Statutes, the rules and regulations of the Designated Stock Exchange, and any rules and regulations of the United States Securities and Exchange Commission that may apply to the Company by virtue of its trading on the Designated Stock Exchange, or of any other jurisdiction in which the Company is offering securities;

“ Articles ”	these Amended and Restated Articles of Association of the Company as amended from time to time;

“ Business Day ”	a day (excluding Saturdays or Sundays), on which banks in Hong Kong, Beijing, Shanghai and New York are open for general banking business throughout their normal business hours;

“ capital ”	the share capital from time to time of the Company;

“ Chairman ”	the Chairman appointed pursuant to Article 80;

“ Change of Control Event ”	any of the following events:

	(a)	a merger, consolidation, amalgamation or scheme of arrangement:

		(i)	in which the Company is not the surviving entity, except for a transaction the principal purpose of which is to change the jurisdiction in which the Company is incorporated; or

		(ii)	following which the holders of the voting securities of the Company do not continue to hold more than 50% of the combined voting power of the voting securities of the surviving entity, or

	(b)	the sale, transfer or other disposition of all or substantially all of the assets of the Company;

“ Class A Common Share ”	a Class A Common Share of a par value of US$0.001 in the share capital of the Company;

“ Class B Common Share ”	a Class B Common Share of a par value of US$0.001 in the share capital of the Company;

“ clearing house ”	a clearing house recognised by the laws of the jurisdiction in which the shares of the Company (or depositary receipts therefor) are listed or quoted on a stock exchange or interdealer quotation system in such jurisdiction;

“ Commission ”	Securities and Exchange Commission of the United States of America or any other federal agency for the time being administering the Securities Act;

“ Common Shares ”	the Class A Common Shares and the Class B Common Shares, collectively;

“ Companies Law ” and “ Law ”	the Companies Law (2013 Revision) of the Cayman Islands and any statutory amendment or re-enactment thereof. Where any provision of the Companies Law is referred to, the reference is to that provision as amended by any law for the time being in force;

“ Company ”	eHi Car Services Limited, a Cayman Islands exempted company limited by shares;

“ Company’s Website ”	the website of the Company, the address or domain name of which has been notified to Members;

“ debenture ” and “ debenture holder ”	a debenture and debenture holder(s) respectively, as those terms are defined in the rules of the Designated Stock Exchange;

“ Designated Stock Exchange ”	the New York Stock Exchange or any other stock exchange on which the Company’s American Depositary Shares are listed for trading;

“ Directors ”, “ Board of Directors ” and “ Board ”	the directors of the Company for the time being, or as the case may be, the Directors assembled as a Board or as a committee thereof;

“ dividend ”	shall include bonus issues of shares or other securities of the Company and distributions permitted by the Law to be categorised

	as dividends;

“ electronic ”	has the meaning given to it in the Electronic Transactions Law (2003 Revision) of the Cayman Islands and any amendment thereto or re-enactments thereof for the time being in force and includes every other law incorporated therewith or substituted therefore;

“ electronic communication ”	electronic posting to the Company’s Website, transmission to any number, address or internet website or other electronic delivery methods as otherwise decided and approved by not less than two-thirds of the vote of the Board;

“ in writing ”	includes writing, printing, lithograph, photograph, type-writing and every other mode of representing words or figures in a legible and non-transitory form and, only where used in connection with a notice served by the Company on Members or other persons entitled to receive notices hereunder, shall also include a record maintained in an electronic medium which is accessible in visible form so as to be useable for subsequent reference;

“ Member ”	has the meaning given to it in the Companies Law;

“ Memorandum of Association ”	the Memorandum of Association of the Company, as amended from time to time;

“ month ”	a calendar month;

“ Ordinary Resolution ”	a resolution:

	(a)	passed by a simple majority of votes cast by such Members as, being entitled to do so, vote in person or, in the case of any Member being an organization, by its duly authorized representative or, where proxies are allowed, by proxy at a general meeting of the Company; or

	(b)	approved in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments if more than one, is executed;

“ paid up ”	paid up as to the par value and any premium payable in respect of the issue of any shares and includes credited as paid up;

“ Person ”	any individual, partnership, firm, corporation, limited liability company, association, trust, unincorporated organization or other entity, as well as any syndicate or group that would be deemed to be a person under section 13(d)(3) of the Securities Exchange Act;

“ Register of Members ”	the register to be kept by the Company in accordance with the Companies Law;

“ Seal ”	the Common Seal of the Company (if adopted) including any facsimile thereof;

“ Securities Act ”	the Securities Act of 1933 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time;

“ Securities Exchange Act ”	the Securities Exchange Act of 1934 of the United States of America, as amended, or any similar federal statute and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time;

“ share ”	any share in the capital of the Company without regard to class and includes a fraction of a share;

“ signed ”	includes a signature or representation of a signature affixed by mechanical means or an electronic symbol or process attached to or logically associated with an electronic communication and executed or adopted by a person with the intent to sign the electronic communication;

“ Special Resolution ”	a resolution:

	(a)	passed by not less then two-thirds of votes cast by such Members as, being entitled to do so, vote in person or, in the case of any Member being an organization, by its duly authorized representative or, where proxies are allowed, by proxy at a general meeting of the Company;

	(b)	approved in writing by all of the Members entitled to vote at a general meeting of the Company in one or more instruments each signed by one or more of the Members and the effective date of the resolution so adopted shall be the date on which the instrument, or the last of such instruments if more than one, is executed;

“ Statutes ”	the Companies Law and every other law and regulation of the legislature of the Cayman Islands for the time being in force concerning companies and affecting the Company, its Memorandum of Association and/or these Articles;

“ transfer ”	any sale, transfer or other disposition, whether or not for value;

“ Treasury Share ”	a share held in the name of the Company as a treasury share in accordance with the Companies Law;

“ United States Dollars ,” “ Dollars ,” “ Dollar ” or “ $ ”	dollars, the legal currency of the United States of America; and

“ year ”	a calendar year.

2. In these Articles, save where the context requires otherwise:

(a) words importing the singular number shall include the plural number and vice versa;

(b) words importing the masculine gender only shall include the feminine gender;

(d) “may” shall be construed as permissive and “shall” shall be construed as imperative;

(e) references to a statutory enactment shall include reference to any amendment or re-enactment thereof for the time being in force;

(f) any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

(g) Sections 8 and 19 of the Electronic Transactions Law (2003 Revision) shall not apply.

3. Subject to the last two preceding Articles, any words defined in the Companies Law shall, if not inconsistent with the subject or context, bear the same meaning in these Articles.

PRELIMINARY

4. Subject to the Statues, the business of the Company may be conducted as the Directors see fit.

5. The registered office of the Company shall be at such address in the Cayman Islands as the Directors shall from time to time determine. The Company may in addition establish and maintain such other offices and places of business and agencies in such places as the Directors may from time to time determine.

RIGHTS AND RESTRICTIONS ATTACHING TO COMMON SHARES

6. Except as set forth in this Article 6, each Class A Common Share and each Class B Common Share shall have the same rights, including economic and income rights, in all circumstances. The rights and restrictions attaching to the Common Shares are as follows:

(a) Income

Holders of Common Shares shall be entitled to such dividends as the Directors may in their absolute discretion lawfully declare from time to time.

(b) Capital

Holders of Common Shares shall be entitled to a return of capital on liquidation, dissolution or winding-up of the Company (other than on a conversion, redemption or purchase of shares, or an equity financing or series of financings that do not constitute the sale of all or substantially all of the shares of the Company).

Holders of Common Shares have the right to receive notice of, attend, speak and vote at general meetings of the Company. Except with respect to any matter requiring a separate class vote under the Companies Law or these Articles including as otherwise set out in this Article 6, holders of Class A Common Shares and holders of Class B Common Shares shall at all times vote as one class on all matters submitted to the vote by Members at general meetings of the Company, (x) each Class A Common Share shall entitle its holder to one (1) vote on such matter subject to the vote and (y) each Class B Common Share shall entitle its holder to ten (10) votes on such matter subject to the vote.

Notwithstanding any provision of these Articles to the contrary, the following matters are subject to the approval by the holders representing a majority of the aggregate voting power of the Company and also by the holders of a majority of the total outstanding Class A Common Shares:

(i) a Change of Control Event;

(ii) issuance of that number of Common Shares, or of securities convertible into or exercisable for that number of Common Shares, equal to or in excess of twenty percent (20%) of the number of all Common Shares outstanding immediately prior to the issuance of such shares or securities on an as-converted basis, if (x) such Common Shares are sold at a per share price less than the per share book or market value of the Common Shares or (y) such securities convertible into or exercisable for the Common Shares have a per share conversion or exercise price less than the per share book or market value of the Common Shares; and

(iii) issuance of Common Shares, or of securities convertible into or exercisable for Common Shares exceeding either one percent (1%) of the total outstanding Common Shares on an as-converted basis or one percent (1%) of the aggregate voting power outstanding before the issuance of a Director, officer or substantial security holder of the Company on an individual basis.

(d) Conversion

(i) Each Class B Common Share is convertible into one (1) Class A Common Share at any time by the holder thereof by written notice to the Company, in which event the Company shall repurchase the relevant Class B Common Shares for a redemption price equal to the original issue price for each Class B Common Share and issue Class A Common Shares for a subscription price equal to the redemption price for the equal number of Class B Common Shares. In no event shall Class A Common Shares be convertible into Class B Common Shares.

(ii) If, at any time, the total number of the issued and outstanding Class B Common Shares is less than 5% of the total number of the issued and outstanding Common Shares of the Company, each issued and outstanding Class B Common Share shall be automatically and immediately converted into one Class A Common Share.

(iii) If, at any time and for any reason, any of Messrs. Ray Ruiping Zhang, Leo Cai or Colin Sung ceases to be an employee, officer or director of the Company, any and all Class B Common Shares held by such person and/or his Affiliates shall be automatically and immediately converted into an equal number of Class A Common Shares.

(iv) Upon any sale, transfer, assignment or disposition of Class B Common Shares by a holder thereof to any person or entity which is not an Affiliate of such holder, such Class B Common Shares shall be automatically and immediately converted into an equal number of Class A Common Shares. For the avoidance of doubt, (i) a sale, transfer, assignment or disposition shall be effective upon the Company’s registration of such sale, transfer, assignment or disposition in the Register of Members; and (ii) the creation of any mortgage, charge, pledge, encumbrance or other third party right of whatever description on any Class B Common Shares to secure a holder’s contractual

or legal obligations shall not be deemed to be a sale, transfer, assignment or disposition unless and until any such mortgage, charge, pledge, encumbrance or other third party right is enforced and results in the third party holding legal title to the related Class B Common Shares, in which case all the related Class B Common Shares shall be automatically converted into the same number of Class A Common Shares. The Company shall at all times keep available out of its authorized but unissued Class A Common Shares such number of Class A Common Shares as shall from time to time be sufficient to effect the conversion of all of the outstanding Class B Common Shares.

ISSUE OF SHARES

7. Subject to the provisions, if any, in the Memorandum of Association, these Articles and to any direction that may be given by the Company in a general meeting, the Directors may by the affirmative vote of at least two-thirds of the incumbent Directors, in their absolute discretion and without approval of the existing Members, issue shares, grant rights over existing shares or issue other securities in one or more series as they deem necessary and appropriate and determine designations, powers, preferences, privileges and other rights, including dividend rights, conversion rights, terms of redemption and liquidation preferences at such time and on such other terms as they think proper, provided that (i) the powers and rights associated with the shares or other securities are not greater than the powers and rights associated with the shares held by existing Members, and (ii) the total number of voting shares issued and to be issued by the Directors after the date of adoption of these Articles shall not exceed 10% of the number of shares as of the date of these Articles. If either of the conditions in (i) or (ii) is not satisfied, such issue of shares shall require the approval of the Members by ordinary resolution. For avoidance of doubt, issuance of any shares in connection with the share-based awards pursuant to the Company’s share incentive plans is not subject to approval of Members.

REGISTER OF MEMBERS AND SHARE CERTIFICATES

8. The Company shall maintain a Register of Members and a Member shall only be entitled to a share certificate if the Directors resolve that share certificates shall be issued. Share certificates (if any) shall specify the share or shares held by that person and the amount paid up thereon, provided that in respect of a share or shares held jointly by several persons the Company shall not be bound to issue more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be sufficient delivery to all. All certificates for shares shall be delivered personally or sent through the post addressed to the Member entitled thereto at the Member’s registered address as appearing in the register.

9. All share certificates shall bear legends required under the Applicable Laws, including the Securities Act.

10. Any two or more certificates representing shares of any one class held by any Member may at the Member’s request be cancelled and a single new certificate for such shares issued in lieu on payment (if the Directors shall so require) of US$1.00 or such smaller sum as the Directors shall determine.

11. If a share certificate shall be damaged or defaced or alleged to have been lost, stolen or destroyed, a new certificate representing the same shares may be issued to the relevant Member upon request subject to delivery up of the old certificate or (if alleged to have been lost, stolen or destroyed) compliance with such conditions as to evidence and indemnity and the payment of out-of-pocket expenses of the Company in connection with the request as the Directors may think fit.

12. In the event that shares are held jointly by several persons, any request may be made by any one of the joint holders and if so made shall be binding on all of the joint holders.

TRANSFER OF SHARES

13. (a) Shares of the Company are transferable; provided that the Board may, in its sole discretion, decline to register any transfer of any share which is not fully paid up or on which the Company has a lien.

(b) The Directors may also decline to register any transfer of any share unless:

(i) the instrument of transfer is lodged with the Company, accompanied by the certificate for the shares to which it relates and such other evidence as the Board may reasonably require to show the right of the transferor to make the transfer;

(ii) the instrument of transfer is in respect of only one class of shares;

(iii) the instrument of transfer is properly stamped, if required;

(iv) in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four;

(v) the shares to be transferred are free of any lien in favor of the Company; and

(vi) a fee of such maximum sum as the Designated Stock Exchange may determine to be payable, or such lesser sum as the Board may from time to time require, is paid to the Company in respect thereof.

(c) If the Directors refuse to register a transfer they shall, within two months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal.

(d) Any one of the Directors authorized by the Board shall have the power to renounce the Company’s discretion under this Article 13 and accept any transfer of any share and authorize the registration of such share transfer.

14. The registration of transfers may, on 14 days’ notice being given by advertisement in such one or more newspapers or by electronic means, be suspended and the register closed at such times and for such periods as the Board may from time to time determine.

15. The instrument of transfer of any share shall be in writing and executed by or on behalf of the transferor (and if the Directors so require, signed by the transferee). Without prejudice to the last preceding Article, the Board may also resolve, either generally or in any particular case, upon request by either the transferor or transferee, to accept mechanically executed transfers. The transferor shall be deemed to remain a holder of the share until the name of the transferee is entered in the Register of Members.

16. All instruments of transfer registered shall be retained by the Company.

REDEMPTION, PURCHASE AND SURRENDER OF OWN SHARES

17. Subject to the provisions of the Statutes and these Articles, the Company may:

(a) issue shares on terms that they are to be redeemed or are liable to be redeemed at the option of the Company or the Member and the redemption of shares shall be effected

on such terms and in such manner as the Board may, before the issue of such shares, determine;

(b) purchase its own shares (including any redeemable shares) in such manner and on such other terms as the Board may agree with the holder of such shares;

(c) the Company may make a payment in respect of the redemption or purchase of its own shares in any manner permitted by the Statutes, including out of capital.

18. The Directors may accept the surrender for no consideration of any fully paid share.

19. The Directors may, prior to the purchase, redemption or surrender of any share, determine that such share shall be held as a Treasury Share. The Directors may determine to cancel a Treasury Share or transfer a Treasury Share on such terms as they think proper (including, without limitation, for nil consideration).

20. The redemption or purchase of any share shall not be deemed to give rise to the redemption or purchase of any other share and the Company is not obligated to purchase any other share other than as may be required pursuant to Applicable Law and any other contractual obligations of the Company.

21. The holder of the shares being purchased shall be bound to deliver up to the Company the certificate(s) (if any) thereof for cancellation and thereupon the Company shall pay to him the purchase or redemption monies or consideration in respect thereof.

VARIATION OF RIGHTS ATTACHING TO SHARES

22. If at any time the share capital is divided into different classes or series of shares, the rights attaching to any class or series (unless otherwise provided by the terms of issue of the shares of that class or series) may, subject to these Articles, be varied or abrogated with the consent in writing of the holders of a majority of the issued shares of that class or series or with the sanction of a Special Resolution passed at a general meeting of the holders of the shares of that class or series.

23. The provisions of these Articles relating to general meetings shall apply to every such general meeting of the holders of one class or series of shares except the following:

(a) separate general meetings of the holders of a class or series of shares may be called only by (i) the Chairman of the Board, or (ii) a majority of the entire Board of Directors (unless otherwise specifically provided by the terms of issue of the shares of such class or series). Nothing in this Article 23 or Article 22 shall be deemed to give any Member or Members the right to call a class or series meeting.

(b) the necessary quorum shall be one or more persons holding or representing by proxy at least one-third of the issued shares of the class or series and any holder of shares of the class or series present in person or by proxy may demand a poll.

24. The rights conferred upon the holders of the shares of any class or series issued with preferred or other rights shall not, unless otherwise expressly provided by the terms of issue of the shares of that class or series, be deemed to be varied by the creation or issue of further shares ranking in priority thereto or pari passu therewith.

COMMISSION ON SALE OF SHARES

25. The Company may in so far as the Statutes from time to time permit make any payment of a commission to any person in consideration of his subscribing or agreeing to subscribe whether absolutely or conditionally for any shares of the Company. Such commissions may be satisfied by the payment of cash or the lodgement of fully or partly paid-up shares or partly in one way and partly in the other. The Company may also on any issue of shares pay such brokerage fees as may be lawful.

NON-RECOGNITION OF TRUSTS

26. No person shall be recognised by the Company as holding any share upon any trust and the Company shall not be bound by or be compelled in any way to recognise (even when having notice thereof) any equitable, contingent, future, or partial interest in any share, or any interest in any fractional part of a share, or (except only as is otherwise provided by these Articles or the Statutes) any other rights in respect of any share except an absolute right to the entirety thereof vested in the registered holder.

LIEN ON SHARES

27. The Company shall have a first and paramount lien and charge on all shares (whether fully paid-up or not) registered in the name of a Member (whether solely or jointly with others) for all debts, liabilities or engagements to or with the Company (whether presently payable or not) by such Member or his estate, either alone or jointly with any other person, whether a Member or not, but the Directors may at any time declare any share to be wholly or in part exempt from the provisions of this Article. The registration of a transfer of any such share shall operate as a waiver of the Company’s lien (if any) thereon. The Company’s lien (if any) on a share shall extend to all dividends or other monies payable in respect thereof.

28. The Company may sell, in such manner as the Directors think fit, any shares on which the Company has a lien, but no sale shall be made unless some sum in respect of which the lien exists is presently payable nor until the expiration of 14 calendar days after a notice in writing, stating and demanding payment of such part of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder for the time being of the share, or the persons entitled thereto by reason of his death or bankruptcy.

29. For giving effect to any such sale the Directors may authorise some person to transfer the shares sold to the purchaser thereof. The purchaser shall be registered as the holder of the shares comprised in any such transfer and he shall not be bound to see to the application of the purchase money, nor shall his title to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

30. The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount in respect of which the lien exists as is presently payable, and the residue shall (subject to a like lien for sums not presently payable as existed upon the shares prior to the sale) be paid to the person entitled to the shares at the date of the sale.

CALLS ON SHARES

31. Subject to the terms of allotment, the Directors may from time to time make calls upon the Members in respect of any money unpaid on their shares, and each Member shall (subject to receiving at least 14 calendar days’ notice specifying the time or times of payment) pay to the Company at the time or times so specified the amount called on his shares. A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call was passed.

32. The joint holders of a share shall be jointly and severally liable to pay calls in respect thereof.

33. If a sum called in respect of a share is not paid before or on the day appointed for payment thereof, the person from whom the sum is due shall pay interest upon the sum at the rate of eight percent per annum from the day appointed for the payment thereof to the time of the actual payment, but the Directors shall be at liberty to waive payment of that interest wholly or in part.

34. The provisions of these Articles as to the liability of joint holders and as to payment of interest shall apply in the case of non-payment of any sum which, by the terms of issue of a share, becomes payable at a fixed time, whether on account of the amount of the share, or by way of premium, as if the same had become payable by virtue of a call duly made and notified.

35. The Directors may make arrangements on the issue of shares for a difference between the Members, or the particular shares, in the amount of calls to be paid and in the times of payment.

36. The Directors may, if they think fit, receive from any Member willing to advance the same all or any part of the moneys uncalled and unpaid upon any shares held by him, and upon all or any of the moneys so advanced may (until the same would, but for such advance, become presently payable) pay interest at such rate (not exceeding without the sanction of an Ordinary Resolution, eight percent per annum) as may be agreed upon between the Member paying the sum in advance and the Directors. No such sum paid in advance of calls shall entitle the Member paying such sum to any portion of a dividend declared in respect of any period prior to the date upon which such sum would, but for such payment, become presently payable.

FORFEITURE OF SHARES

37. If a Member fails to pay any call or instalment of a call on the day appointed for payment thereof, the Directors may, at any time thereafter during such time as any part of such call or instalment remains unpaid, serve a notice on him requiring payment of such much of the call or instalment as is unpaid, together with any interest which may have accrued.

38. The notice shall name a further day (not earlier than the expiration of 14 calendar days from the date of the notice) on or before which the payment required by the notice is to be made, and shall state that in the event of non-payment at or before the time appointed the shares in respect of which the call was made will be liable to be forfeited.

39. If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the notice has been given may at any time thereafter, before the payment required by notice has been made, be forfeited by a resolution of the Directors to that effect.

40. A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the Directors think fit, and at any time before a sale or disposition the forfeiture may be cancelled on such terms as the Directors think fit.

41. A person whose shares have been forfeited shall cease to be a Member in respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the Company all monies which at the date of forfeiture were payable by him to the Company in respect of the shares, but his liability shall cease if and when the Company receives payment in full of the fully paid up amount of the shares.

42. A certificate in writing under the hand of a Director of the Company, which certifies that a share has been forfeited on a date stated in the certificate, shall be conclusive evidence of the

facts therein stated as against all persons claiming to be entitled to the share. The Company may receive the consideration, if any, given for the share or any sale or disposition thereof and may execute a transfer of the share in favour of the person to whom the share is sold or disposed of and he shall thereupon be registered as the holder of the share, and shall not be bound to see to the application of the purchase money, if any, nor shall his title to the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or disposal of the share.

43. The provisions of these Articles as to forfeiture shall apply in the case of non-payment of any sum which by the terms of issue of a share becomes due and payable, whether on account of the amount of the share, or by way of premium, as if the same had been payable by virtue of a call duly made and notified.

REGISTRATION OF EMPOWERING INSTRUMENTS

44. The Company shall be entitled to charge a fee not exceeding one dollar (US$1.00) on the registration of every letter of probate, letter of administration, certificate of death or marriage, power of attorney, notice in lieu of distringas , or any other instrument.

TRANSMISSION OF SHARES

45. The legal personal representative of a deceased sole holder of a share shall be the only person recognised by the Company as having any title to the share. In the case of a share registered in the name of two or more holders, the survivors or survivor, or the legal personal representatives of the deceased survivor, shall be the only person recognised by the Company as having any title to the share.

46. Any person becoming entitled to a share in consequence of the death or bankruptcy or winding-up of a Member shall upon such evidence being produced as may from time to time be properly required by the Directors, have the right either to be registered as a Member in respect of the share or, instead of being registered himself, to make such transfer of the share as the deceased or bankrupt person could have made. If the person so becoming entitled shall elect to be registered himself as holder he shall deliver or send to the Company a notice in writing signed by him stating that he so elects.

47. A person becoming entitled to a share by reason of the death or bankruptcy of the holder shall be entitled to the same dividends and other advantages to which he would be entitled if he were the registered holder of the share, except that he shall not, before being registered as a Member in respect of the share, be entitled in respect of it to exercise any right conferred by membership in relation to meetings of the Company, provided however, that the Directors may at any time give notice requiring any such person to elect either to be registered himself or to transfer the share, and if the notice is not complied with within 90 calendar days, the Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the share until the requirements of the notice have been complied with.

ALTERATION OF CAPITAL

48. The Company may by Ordinary Resolution:

(a) increase its share capital by such sum, to be divided into shares of such classes and amount, as the resolution shall prescribe;

(b) consolidate and divide all or any of its share capital into shares of larger par value than its existing shares;

(c) sub-divide its existing shares or any of them into shares of a smaller par value than is fixed by the Company’s Memorandum of Association (subject, nevertheless, to the Law) provided that in the subdivision the proportion between the amount paid and the amount, if any, unpaid on each reduced share shall be the same as it was in case of the share from which the reduced share is derived; and

(d) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person and diminish the amount of its share capital by the amount of the shares so cancelled.

49. Subject to the provisions of the Statutes and these Articles as regards to the matters to be dealt with by Ordinary Resolution, the Company may by Special Resolution reduce its share capital and any capital redemption reserve in any manner authorized by law.

50. All new shares created hereunder shall be subject to the same provisions with reference to the payment of calls, liens, transfer, transmission, forfeiture and otherwise as the shares in the original share capital.

CLOSING REGISTER OF MEMBERS AND FIXING RECORD DATE

51. For the purpose of determining those Members that are entitled to receive notice of, attend or vote at any meeting of Members or any adjournment thereof, or those Members that are entitled to receive payment of any dividend, or in order to make a determination as to who is a Member for any other purpose, the Directors may provide that the Register of Members shall be closed for transfers for a stated period but not to exceed in any case 30 calendar days. If the Register of Members shall be so closed for the purpose of determining those Members that are entitled to receive notice of, attend or vote at a meeting of Members such register shall be so closed for at least 10 calendar days immediately preceding such meeting and the record date for such determination shall be the date of the closure of the Register of Members.

52. In lieu of or apart from closing the Register of Members, the Directors may fix in advance a date as the record date for any such determination of those Members that are entitled to receive notice of, attend or vote at a meeting of the Members and for the purpose of determining those Members that are entitled to receive payment of any dividend, the Directors may, at or within 30 calendar days prior to the date of declaration of such dividend fix a subsequent date as the record date of such determination.

53. If the Register of Members is not so closed and no record date is fixed for the determination of those Members entitled to receive notice of, attend or vote at a meeting of Members or those Members that are entitled to receive payment of a dividend, the date on which notice of the meeting is posted or the date on which the resolution of the Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of Members. When a determination of those Members that are entitled to receive notice of, attend or vote at a meeting of Members has been made as provided in this section, such determination shall apply to any adjournment thereof.

GENERAL MEETINGS

54. All general meetings of the Company other than annual general meetings shall be called extraordinary general meetings.

55. (a) The Company may hold an annual general meeting and shall specify the meeting as such in the notices calling it. The annual general meeting shall be held at such time and place as the Directors shall determine.

(b) At these meetings the report of the Directors (if any) shall be presented.

(c) If the Company is exempted as defined in the Statute, it may but shall not be obliged to hold an annual general meeting.

56. (a) Any Director may, and the Directors shall on the requisition of Members of the Company holding as at the date of the deposit of the requisition not less than one-tenth of such of the aggregate voting power of the Company as at the date of the deposit carries the right of voting at general meetings of the Company, proceed to convene a general meeting of the Company.

(b) The requisition must state the objects of the meeting and must be signed by the requisitionists and be deposited at the registered office of the Company and may consist of several documents in like form each signed by one or more requisitionists.

(c) If the Directors do not within twenty-one (21) days from the date of the deposit of the requisition duly proceed to convene a general meeting, the requisitionists, or any of them representing more than one-half of the total voting rights of all of them, may themselves convene a general meeting, but any meeting so convened shall not be held after the expiration of three months after the expiration of the said twenty-one (21) days.

(d) A general meeting convened as aforesaid by requisitionists shall be convened in the same manner as nearly as possible as that in which general meetings are to be convened by Directors.

NOTICE OF GENERAL MEETINGS

57. At least seven calendar days’ notice shall be given for any general meeting. Every notice shall be exclusive of the day on which it is given or deemed to be given and of the day for which it is given and shall specify the place, the day and the hour of the meeting and the general nature of the business and shall be given in the manner hereinafter mentioned or in such other manner if any as may be prescribed by the Company, provided that a general meeting of the Company shall, whether or not the notice specified in this Article has been given and whether or not the provisions of these Articles regarding general meetings have been complied with, be deemed to have been duly convened if it is so agreed:

(a) in the case of an annual general meeting by all the Members (or their proxies) entitled to attend and vote thereat; and

(b) in the case of an extraordinary general meeting by a majority in number of the Members (or their proxies) having a right to attend and vote at the meeting, being a majority together holding not less than ninety five percent in par value of the shares giving that right.

58. The accidental omission to give notice of a meeting to or the non-receipt of a notice of a meeting by any Member shall not invalidate the proceedings at any meeting.

PROCEEDINGS AT GENERAL MEETINGS

59. No business shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business. At least one Member, and not less than an aggregate of one-third of all voting power of the Company share capital in issue, shall be present in person or by proxy and entitled to vote shall be a quorum for all purposes.

60. If determined by the Board of Directors and specified in the notice of a general meeting, a person may participate at a general meeting by conference telephone or other communications equipment by means of which all the persons participating in the meeting can communicate with each other. Participation by a person in a general meeting in this manner is treated as presence in person at that meeting.

61. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week, at the same time and place, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the meeting shall be dissolved.

62. The Chairman of the Board of Directors shall preside as chairman at every general meeting of the Company, except as provided in Article 63 below.

63. If at any meeting the Chairman of the Board of Directors is not present within thirty minutes after the time appointed for holding the meeting or is expressly unwilling to act as chairman, the Directors present shall elect one of their members to be the chairman of the meeting, or, if no Director is so elected and willing to be the chairman of the meeting, the Members present shall choose a chairman of the meeting.

64. The chairman of a general meeting may with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting) adjourn a meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for ten (10) calendar days or more, not less than seven (7) Business Days’ notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

65. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by one or more Members present in person or by proxy entitled to vote or by the chairman of the meeting, and unless a poll is so demanded, a declaration by the chairman that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the Company, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.

66. If a poll is duly demanded it shall be taken in such manner as the chairman directs, and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand for a poll may be withdrawn.

67. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote.

68. A poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith. A poll demanded on any other question shall be taken at such time as the chairman of the meeting directs.

69. A resolution (including a Special Resolution) in writing (in one or more counterparts) signed by or on behalf of all of the Members for the time being entitled to receive notice of and to attend and vote at general meetings (or, in the case of corporations or other non-natural persons, signed by their duly authorised representatives) shall be as valid and effective as if the resolution had been passed at a general meeting of the Company duly convened and held.

VOTES OF MEMBERS

70. In the case of joint holders the vote of the senior who tenders a vote whether in person or by proxy shall be accepted to the exclusion of the votes of the joint holders and for this purpose seniority shall be determined by the order in which the names stand in the Register of Members.

71. A Member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee, or other person in the nature of a committee appointed by that court, and any such committee or other person, may on a poll, vote by proxy.

72. No Member shall be entitled to vote at any general meeting unless all calls or other sums presently payable by him in respect of shares in the Company have been paid.

73. On a poll, votes may be given either personally or by proxy.

74. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorized. A proxy need not be a Member of the Company.

75. An instrument appointing a proxy may be in any usual or common form or such other form as the Directors may approve. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

76. The instrument appointing a proxy shall be deposited at the registered office or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company:

(a) not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote; or

(b) in the case of a poll taken more than 48 hours after it is demanded, be deposited as aforesaid after the poll has been demanded and not less than 24 hours before the time appointed for the taking of the poll; or

(c) where the poll is not taken forthwith but is taken not more than 48 hours after it was demanded be delivered at the meeting at which the poll was demanded to the chairman or to the secretary or to any Director;

provided that the Directors may in the notice convening the meeting, or in an instrument of proxy sent out by the Company, direct that the instrument appointing a proxy may be deposited (no later than the time for holding the meeting or adjourned meeting) at the registered office or at such other place as is specified for that purpose in the notice convening the meeting, or in any instrument of proxy sent out by the Company. The Chairman may in any event at his discretion direct that an instrument of proxy shall be deemed to have been duly deposited. An instrument of proxy that is not deposited in the manner permitted shall be invalid.

77. Votes given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or insanity of the principal or revocation of the proxy or of the authority under which the proxy was executed, or the transfer of the share in respect of which the proxy is given unless notice in writing of such death, insanity, revocation or

transfer was received by the Company before the commencement of the general meeting, or adjourned meeting at which it is sought to use the proxy.

CORPORATIONS ACTING BY REPRESENTATIVES AT MEETING

78. Any corporation which is a Member may by resolution of its directors or other governing body authorise such person as it thinks fit to act as its representative at any meeting of the Company or of any class of Members, and the person so authorized shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation could exercise if it were an individual Member.

CLEARING HOUSES

79. If a clearing house (or its nominee) is a Member of the Company it may, by resolution of its directors or other governing body or by power of attorney, authorise such person or persons as it thinks fit to act as its representative or representatives at any general meeting of the Company or at any general meeting of any class of Members of the Company provided that, if more than one person is so authorized, the authorisation shall specify the number and class of shares in respect of which each such person is so authorized. A person so authorized pursuant to this provision shall be entitled to exercise the same powers on behalf of the clearing house (or its nominee) which he represents as that clearing house (or its nominee) could exercise if it were an individual Member of the Company holding the number and class of shares specified in such authorisation.

DIRECTORS

80. (a) The Board shall consist of not less than five (5) Directors unless otherwise determined by the Board.

(b) Each Director shall hold office until the expiration of his term and until his successor shall have been elected and qualified.

(c) The Board of Directors shall have a chairman of the Board of Directors (the “Chairman”) elected and appointed by a majority of the Directors then in office. The Directors may also elect a co-chairman or a vice-chairman of the Board of Directors (the “Co-Chairman”). The Chairman shall preside as chairman at every meeting of the Board of Directors. To the extent the Chairman is not present at a meeting of the Board of Directors, the Co-Chairman, or in his absence, the attending Directors may choose one Director to be the chairman of the meeting. Subject to Article 105, the Chairman’s voting right as to the matters to be decided by the Board of Directors shall be the same as other Directors.

(d) Subject to these Articles and the Companies Law, the Company may by Ordinary Resolution elect any person to be a Director either to fill a casual vacancy on the Board or as an addition to the existing Board.

(e) The Directors by the affirmative vote of a simple majority of the remaining Directors present and voting at a Board meeting, or the sole remaining Director, shall have the power from time to time and at any time to appoint any person as a Director to fill a casual vacancy on the Board or as an addition to the existing Board, subject to the Company’s compliance with the director nomination procedures required under applicable corporate governance rules of the Designated Stock Exchange, as long as the Company’s American Depositary Shares are trading on the Designated Stock Exchange. Any Director appointed by the Directors to fill a casual vacancy or as an

addition to the existing Board shall hold office until the next general meeting of Members after his appointment and be subject to re-election at such meeting.

(f) A Director may be removed from office by Special Resolution at any time before the expiration of his term notwithstanding any agreement between the Company and such Director (but without prejudice to any claim for damages under such agreement).

(g) A vacancy on the Board due to any reason may be filled by the election or appointment by Ordinary Resolution at the meeting at which such Director is removed or by the affirmative vote of a simple majority of the remaining Directors present and voting at a duly called and constituted Board meeting.

81. (a) Notwithstanding any other provision in the Articles, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to one-third) shall retire from office by rotation.

(b) A retiring Director shall be eligible for re-election. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of Directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those of the other Directors subject to retirement by rotation who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. Any Director appointed pursuant to Articles 80(d) and 80(e) shall not be taken into account in determining which particular Director or the number of Directors who are to retire by rotation.

(c) No person other than a Director retiring at the meeting shall, unless recommended by the Directors for election, be eligible for election as a Director at any general meeting unless a notice signed by a Member (other than the person to be proposed) duly qualified to attend and vote at the meeting for which such notice is given of his intention to propose such person for election and also a notice signed by the person to be proposed of his willingness to be elected shall have been lodged at the principal office of the Company provided that the minimum length of the period, during which such notice(s) are given, shall be at least seven calendar days and that the period for lodgment of such notice(s) shall commence no earlier than the day after the dispatch of the notice of the general meeting appointed for election and end no later than seven calendar days prior to the date of such general meeting.

82. The Board may, from time to time, and except as required by Applicable Law or the listing rules of the Designated Stock Exchange, adopt, institute, amend, modify or revoke the corporate governance policies or initiatives, which shall be intended to set forth the policies of the Company and the Board on various corporate governance related matters as the Board shall determine by resolution from time to time.

83. A Director shall not be required to hold any shares in the Company by way of qualification. A Director who is not a Member of the Company shall nevertheless be entitled to receive notice of and to attend and speak at general meetings of the Company and all classes of shares of the Company.

DIRECTORS’ FEES AND EXPENSES

84. The Directors may receive such remuneration as the Board may from time to time determine. The Directors shall be entitled to be repaid all traveling, hotel and incidental expenses reasonably incurred or expected to be incurred by them in attending meetings of the Board or

committees of the Board or general meetings or separate meetings of any class of shares or of debentures of the Company or otherwise in connection with the discharge of his duties as a Director.

85. Any Director who, by request, goes or resides abroad for any purpose of the Company or who performs services which in the opinion of the Board go beyond the ordinary duties of a Director may be paid such extra remuneration (whether by way of salary, commission, participation in profits or otherwise) as the Board may determine and such extra remuneration shall be in addition to or in substitution for any ordinary remuneration provided for by or pursuant to any other Article.

ALTERNATE DIRECTOR

86. Any Director may in writing appoint another person to be his alternate to act in his place at any meeting of the Directors at which he is unable to be present. Every such alternate shall be entitled to notice of meetings of the Directors and to attend and vote thereat as a Director when the person appointing him is not personally present and where he is a Director to have a separate vote on behalf of the Director he is representing in addition to his own vote. A Director may at any time in writing revoke the appointment of an alternate appointed by him. Such alternate shall be deemed for all purposes to be a Director and shall not be deemed to be the agent of the Director appointing him. An alternate Director shall cease to be an alternate Director if his appointor ceases to be a Director.

87. Any Director may appoint any person, whether or not a Director, to be the proxy of that Director to attend and vote on his behalf, in accordance with instructions given by that Director, or in the absence of such instructions at the discretion of the proxy, at a meeting or meetings of the Directors which that Director is unable to attend personally. The instrument appointing the proxy shall be in writing under the hand of the appointing Director and shall be in any usual or common form or such other form as the Directors may approve, and must be lodged with the chairman of the meeting at which such proxy is to be used, or first used, prior to the commencement of the meeting.

POWERS AND DUTIES OF DIRECTORS

88. Subject to the provisions of the Companies Law, these Articles and to any resolutions made in a general meeting, the business of the Company shall be managed by the Directors, who may pay all expenses incurred in setting up and registering the Company and may exercise all powers of the Company. No resolution made by the Company in a general meeting shall invalidate any prior act of the Directors that would have been valid if that resolution had not been made.

89. Subject to these Articles, the Directors may from time to time appoint any person, whether or not a Director of the Company, to hold such office in the Company as the Directors may think necessary for the administration of the Company, including without prejudice to the foregoing generality, the office of Chief Executive Officer, Chief Operating Officer or Chief Financial Officer, and for such term and at such remuneration (whether by way of salary or commission or participation in profits or partly in one way and partly in another), and with such powers and duties as the Directors may think fit. The Directors may also appoint one or more members of their body (but not an alternate Director) to the office of Managing Director upon like terms, but any such appointment shall ipso facto determine if any Managing Director ceases from any cause to be a Director, or if the Company by Ordinary Resolution resolves that his tenure of office be terminated.

90. The Directors may delegate any of their powers to committees consisting of such member or members of their body as they think fit; any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Directors.

91. The Directors may from time to time and at any time by power of attorney appoint any company, firm or person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or exercisable by the Directors under these Articles) and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit, and may also authorise any such attorney to delegate all or any of the powers, authorities and discretion vested in him.

92. The Directors may from time to time provide for the management of the affairs of the Company in such manner as they shall think fit and the provisions contained in the following paragraphs shall be without prejudice to the general powers conferred by this paragraph.

93. The Directors from time to time and at any time may establish any committees, local boards or agencies for managing any of the affairs of the Company and may appoint any persons to be members of such committees or local boards and may appoint any managers or agents of the Company and may fix the remuneration of any of the aforesaid.

94. The Directors from time to time and at any time may delegate to any such committee, local board, manager or agent any of the powers, authorities and discretions for the time being vested in the Directors and may authorise the members for the time being of any such local board, or any of them to fill up any vacancies therein and to act notwithstanding vacancies and any such appointment or delegation may be made on such terms and subject to such conditions as the Directors may think fit and the Directors may at any time remove any person so appointed and may annul or vary any such delegation, but no person dealing in good faith and without notice of any such annulment or variation shall be affected thereby.

95. Any such delegates as aforesaid may be authorised by the Directors to sub-delegate all or any of the powers, authorities, and discretions for the time being vested to them.

96. The Directors may exercise all the powers of the Company to borrow money and to mortgage or charge its undertaking, property and uncalled capital or any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any debt, liability or obligation of the Company or of any third party.

DISQUALIFICATION OF DIRECTORS

97. Notwithstanding anything in these Articles, the office of a Director shall be vacated, if the Director:

(a) dies, becomes bankrupt or makes any arrangement or composition with his creditors;

(b) is found to be or becomes of unsound mind;

(d) shall be removed from office pursuant to Article 80 or the Statutes.

PROCEEDINGS OF DIRECTORS

98. The Directors may meet together (whether within or outside the Cayman Islands) for the dispatch of business, adjourn, and otherwise regulate their meetings and proceedings as they think fit.

99. The Chairman or at least a majority of the Directors then in office may at any time summon a meeting of the Directors, provided every other Director and alternate Director has been provided at least 48 hours’ prior notice of the date, time, venue and the proposed agenda of the proposed meeting of the Directors.

100. Notice of a meeting of the Board shall be deemed to be duly given to a Director if it is given to such Director verbally (in person or by telephone) or otherwise communicated or sent to such Director by post, cable, telex, telecopier, facsimile, electronic mail or other mode of representing words in a legible form at such Director’s last known address or any other address given by such Director to the Company for this purpose.

101. A Director or Directors may participate in any meeting of the Board of Directors, or of any committee appointed by the Board of Directors of which such Director or Directors are members, by means of conference telephone, video conference or similar communication equipment by way of which all persons participating in such meeting can hear each other and such participation shall be deemed to constitute presence in person at the meeting.

102. The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and unless so fixed shall be a majority of the Directors then in office, including the Chairman, provided that a Director and his appointed alternate Director shall be considered only one person for this purpose. A meeting of the Directors at which a quorum is present when the meeting proceeds to business shall be competent to exercise all powers and discretions for the time being exercisable by the Directors. A meeting of the Directors may be held by means of telephone or teleconferencing or any other telecommunications facility provided that all participants are thereby able to communicate immediately by voice with all other participants.

103. If a quorum is not present at a Board meeting within thirty (30) minutes following the time appointed for such board meeting, the relevant meeting shall be adjourned for a period of at least three (3) Business Days and the presence of any three (3) Directors shall constitute a quorum at such adjourned meeting. A meeting of the Directors at which a quorum is present when the meeting proceeds to business shall be competent to exercise all powers and discretions for the time being exercisable by the Directors.

104. Questions arising at any meeting of the Directors shall be decided by a majority of votes and each Director shall be entitled to one (1) vote in deciding matters deliberated at any meeting of the Directors.

105. In case of equality of votes, the Chairman shall have a second or casting vote.

106. Except as required by the Company’s corporate governance policies, a Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Company shall declare the nature of his interest at a meeting of the Directors. A general notice given to the Directors by any Director to the effect that he is a member of any specified company or firm and is to be regarded as interested in any contract which may thereafter be made with that company or firm shall be deemed a sufficient declaration of interest in regard to any contract so made. A Director may vote in respect of any contract or proposed contract or arrangement notwithstanding that he may be interested therein and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of the Directors at

which any such contract or proposed contract or arrangement shall come before the meeting for consideration.

107. A Director may hold any other office or place of profit under the Company (other than the office of auditor) in conjunction with his office of Director for such period and on such terms (as to remuneration and otherwise) as the Directors may determine and no Director or intending Director shall be disqualified by his office from contracting with the Company either with regard to his tenure of any such other office or place of profit or as vendor, purchaser or otherwise, nor shall any such contract or arrangement entered into by or on behalf of the Company in which any Director is in any way interested, be liable to be avoided, nor shall any Director so contracting or being so interested be liable to account to the Company for any profit realised by any such contract or arrangement by reason of such Director holding that office or of the fiduciary relation thereby established. A Director, notwithstanding his interest, may be counted in the quorum present at any meeting whereat he or any other Director is appointed to hold any such office or place of profit under the Company or whereat the terms of any such appointment are arranged and he may vote on any such appointment or arrangement.

108. Any Director may act by himself or his firm in a professional capacity for the Company, and he or his firm shall be entitled to remuneration for professional services as if he were not a Director; provided that nothing herein contained shall authorise a Director or his firm to act as auditor to the Company.

109. The Directors shall cause minutes to be made in books or loose-leaf folders provided for the purpose of recording:

(a) all appointments of officers made by the Directors;

(b) the names of the Directors present at each meeting of the Directors and of any committee of the Directors; and

110. When the chairman of a meeting of the Directors signs the minutes of such meeting the same shall be deemed to have been duly held notwithstanding that all the Directors have not actually come together or that there may have been a technical defect in the proceedings.

111. A resolution signed by all the Directors shall be as valid and effectual as if it had been passed at a meeting of the Directors duly called and constituted and when signed, a resolution may consist of several documents each signed by one or more of the Directors.

112. The continuing Directors may act, notwithstanding any vacancy in their body, but if their number is reduced below the number fixed pursuant to these Articles as the necessary quorum of Directors, then the continuing Directors may act only to increase the number or to summon a general meeting of the Company, but for no other purpose.

113. The Board may delegate any of its powers, authorities and discretions to committees, consisting of such Director or Directors and other persons as it thinks fit, and they may, from time to time, revoke such delegation or revoke the appointment of and discharge any such committees either wholly or in part, and either as to persons or purposes. Any committee so formed shall, in the exercise of the powers, authorities and discretions so delegated, conform to any regulations which may be imposed on it by the Board. A committee appointed by the Directors may elect a chairman of its meetings. If no such chairman is elected, or if at any

meeting the chairman is not present within five minutes after the time appointed for holding the same, the members present may choose one of their number to be chairman of the meeting.

114. A committee appointed by the Directors may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the committee members present and in case of an equality of votes the chairman shall have a second or casting vote.

115. All acts done by any meeting of the Directors or of a committee of Directors, or by any person acting as a Director, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.

PRESUMPTION OF ASSENT

116. A Director who is present at a meeting of the Board of Directors at which action on any Company matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent from such action with the person acting as the chairman or secretary of the meeting before the adjournment thereof or shall forward such dissent by registered post to such person immediately after the adjournment of the meeting. Such right to dissent shall not apply to a Director who voted in favour of such action.

DIVIDENDS, DISTRIBUTIONS AND RESERVE

117. Subject to any rights and restrictions for the time being attached to any class or classes of shares and these Articles, the Directors may from time to time declare dividends (including interim dividends) and other distributions on shares in issue and authorise payment of the same out of the funds of the Company lawfully available therefor. At any and every time the Directors declare dividends, Class A Common Shares and Class B Common Shares shall have identical rights in the dividends so declared.

118. Subject to any rights and restrictions for the time being attached to any class or classes of shares and these Articles, the Company by Ordinary Resolution may declare dividends, but no dividend shall exceed the amount recommended by the Directors.

119. The Directors may, before recommending or declaring any dividend, set aside out of the funds legally available for distribution such sums as they think proper as a reserve or reserves which shall, at the discretion of the Directors, be applicable for meeting contingencies, or for equalising dividends or for any other purpose to which those funds may be properly applied and pending such application may, at the like discretion, either be employed in the business of the Company or be invested in such investments (other than shares of the Company) as the Directors may from time to time think fit.

120. Any dividend may be paid by cheque or wire transfer to the registered address of the Member or person entitled thereto, or in the case of joint holders, to any one of such joint holders at his registered address or to such person and such address as the Member or person entitled, or such joint holders as the case may be, may direct. Every such cheque shall be made payable to the order of the person to whom it is sent or to the order of such other person as the Member or person entitled, or such joint holders as the case may be, may direct.

121. The Directors when paying dividends to the Members in accordance with the foregoing provisions may make such payment either in cash or in specie.

122. Dividends may be declared and paid out of profits of the Company, realised or unrealised, or from any reserve set aside from profits which the Directors determine is no longer needed. Dividends may also be declared and paid out of share premium account or any other fund or account which can be authorised for this purpose in accordance with the Companies Law.

123. Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all dividends shall be declared and paid according to the amounts paid or credited as fully paid on the shares, but if and so long as nothing is paid up on any of the shares in the Company dividends may be declared and paid according to the amounts of the shares. No amount paid on a share in advance of calls shall, while carrying interest, be treated for the purposes of this Article as paid on the share.

124. If several persons are registered as joint holders of any share, any of them may give effectual receipts for any dividend or other monies payable on or in respect of the share.

125. No dividend shall bear interest against the Company.

BOOK OF ACCOUNTS

126. The books of account relating to the Company’s affairs shall be kept in such manner as may be determined from time to time by the Directors.

127. The books of account shall be kept at such place or places as the Directors think fit, and shall always be open to the inspection of the Directors.

128. The Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Company or any of them shall be open to the inspection of Members not being Directors, and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Company except as conferred by law or authorized by the Directors or by the Company by Ordinary Resolution.

129. Subject to the requirements of Applicable Law and the applicable rules of the Designated Stock Exchange, the accounts relating to the Company’s affairs shall be audited in such manner and with such financial year end as may be determined from time to time by the Company by Ordinary Resolution or failing any such determination by the Directors or failing any determination as aforesaid shall not be audited.

ANNUAL RETURNS AND FILINGS

130. The Board shall make the requisite annual returns and any other requisite filings in accordance with the Companies Law.

AUDIT

131. The Directors may appoint an Auditor of the Company who shall hold office until removed from office by a resolution of the Directors and may fix his or their remuneration.

132. Every Auditor of the Company shall have a right of access at all times to the books and accounts and vouchers of the Company and shall be entitled to require from the Directors and officers of the Company such information and explanation as may be necessary for the performance of the duties of the auditors.

133. Auditors shall, if so required by the Directors, make a report on the accounts of the Company during their tenure of office at the next annual general meeting following their appointment in

the case of a company which is registered with the Registrar of Companies as an ordinary company, and at the next special meeting following their appointment in the case of a company which is registered with the Registrar of Companies as an exempted company, and at any time during their term of office, upon request of the Directors at any general meeting of the Members.

THE SEAL

134. The Seal of the Company shall not be affixed to any instrument except by the authority of a resolution of the Board of Directors provided always that such authority may be given prior to or after the affixing of the Seal and if given after may be in general form confirming a number of affixings of the Seal. The Seal shall be affixed in the presence of any one or more persons as the Directors may appoint for the purpose and every person as aforesaid shall sign every instrument to which the Seal of the Company is so affixed in their presence.

135. The Company may maintain a facsimile of its Seal in such countries or places as the Directors may appoint and such facsimile Seal shall not be affixed to any instrument except by the authority of a resolution of the Board of Directors provided always that such authority may be given prior to or after the affixing of such facsimile Seal and if given after may be in general form confirming a number of affixings of such facsimile Seal. The facsimile Seal shall be affixed in the presence of such person or persons as the Directors shall for this purpose appoint and such person or persons as aforesaid shall sign every instrument to which the facsimile Seal of the Company is so affixed in their presence.

136. Notwithstanding the foregoing, a Director shall have the authority to affix the Seal, or the facsimile Seal, to any instrument for the purposes of attesting authenticity of the matter contained therein but which does not create any obligation binding on the Company.

OFFICERS

137. Subject to Article 89, the Company may have a Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and other executive officers as the Directors see fit. The Directors may also from time to time appoint such other officers as they consider necessary, all for such terms, at such remuneration and to perform such duties, and subject to such provisions as to disqualification and removal as the Directors from time to time prescribe.

CAPITALISATION OF PROFITS

138. Subject to the Statutes and these Articles, the Board may, with the authority of an Ordinary Resolution:

(a) resolve to capitalise an amount standing to the credit of reserves (including a share premium account, capital redemption reserve and profit and loss account), whether or not available for distribution;

(b) appropriate the sum resolved to be capitalised to the Members in proportion to the nominal amount of shares (whether or not fully paid) held by them respectively and apply that sum on their behalf in or towards:

(i) paying up the amounts (if any) for the time being unpaid on shares held by them respectively; or

(ii) paying up in full unissued shares or debentures of a nominal amount equal to that sum,

and allot the shares or debentures, credited as fully paid, to the Members (or as they may direct) in those proportions, or partly in one way and partly in the other, but the share premium account, the capital redemption reserve and profits which are not available for distribution may, for the purposes of this Article, only be applied in paying up unissued shares to be allotted to Members credited as fully paid;

(c) make any arrangements it thinks fit to resolve a difficulty arising in the distribution of a capitalised reserve and in particular, without limitation, where shares or debentures become distributable in fractions the Board may deal with the fractions as it thinks fit;

(d) authorise a person to enter (on behalf of all the Members concerned) an agreement with the Company providing for either:

(i) the allotment to the Members respectively, credited as fully paid, of shares or debentures to which they may be entitled on the capitalisation, or

(ii) the payment by the Company on behalf of the Members (by the application of their respective operations of the reserves resolved to be capitalised) of the amounts or part of the amounts remaining unpaid on their existing shares, an agreement made under the authority being effective and binding on all those Members; and

(e) generally do all acts and things required to give effect to the resolution.

NOTICES

139. Except as otherwise provided in these Articles, any notice or document may be served by the Company or by the person entitled to give notice to any Member either personally, by facsimile or by sending it through the post in a prepaid letter or via a recognised courier service, fees prepaid, addressed to the Member at his address as appears in the Register of Members or, to the extent permitted by all Applicable Laws and regulations, by electronic means by transmitting it to any electronic number or address or website supplied by the Member to the Company or by placing it on the Company’s Website. In the case of joint holders of a share, all notices shall be given to that one of the joint holders whose name stands first in the Register of Members in respect of the joint holding, and notice so given shall be sufficient notice to all the joint holders.

140. Notices posted to addresses outside the Cayman Islands shall be forwarded by prepaid airmail.

141. Any Member present, either personally or by proxy, at any meeting of the Company shall for all purposes be deemed to have received due notice of such meeting and, where requisite, of the purposes for which such meeting was convened.

142. Any notice or other document, if served by:

(a) post, shall be deemed to have been served five calendar days after the time when the letter containing the same is posted (in proving such service it shall be sufficient to prove that the letter containing the notice or document was properly addressed and duly posted to the courier);

(b) facsimile, shall be deemed to have been served upon confirmation of receipt;

(c) recognised courier service, shall be deemed to have been served 48 hours after the time when the letter containing the same is delivered to the courier service and in

proving such service it shall be sufficient to prove that the letter containing the notice or documents was properly addressed and duly delivered to the courier; or

(d) electronic means as provided herein shall be deemed to have been served and delivered on the day following that on which it is successfully transmitted or at such later time as may be prescribed by any Applicable Laws or regulations.

143. Any notice or document delivered or sent to any Member in accordance with the terms of these Articles shall notwithstanding that such Member be then dead or bankrupt or being wound-up, and whether or not the Company has notice of his death or bankruptcy or winding-up, be deemed to have been duly served in respect of any share registered in the name of such Member as sole or joint holder, unless his name shall at the time of the service of the notice or document, have been removed from the Register of Members as the holder of the share, and such service shall for all purposes be deemed a sufficient service of such notice or document on all persons interested (whether jointly with or as claiming through or under him) in the share.

144. Notice of every general meeting shall be given to:

(a) all Members who have supplied to the Company an address for the giving of notices to them;

(b) every person entitled to a share in consequence of the death or bankruptcy of a Member, who but for his death or bankruptcy would be entitled to receive notice of the meeting; and

No other person shall be entitled to receive notices of general meetings.

INFORMATION

145. No Member shall be entitled to require discovery of any information in respect of any detail of the Company’s trading or any information which is or may be in the nature of a trade secret or secret process which may relate to the conduct of the business of the Company and which in the opinion of the Board would not be in the interests of the Members of the Company to communicate to the public.

146. The Board shall be entitled to release or disclose any information in its possession, custody or control regarding the Company or its affairs to any of its members including, without limitation, information contained in the Register of Members and transfer books of the Company.

INDEMNITY

147. Every Director (including for the purposes of this Article any Alternate Director appointed pursuant to the provisions of these Articles) and officer of the Company for the time being and from time to time shall be indemnified and secured harmless out of the assets and funds of the Company against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities (collectively, “D&O Liabilities”) incurred or sustained by him in connection with the execution or discharge of his duties, powers, authorities or discretions as a Director or officer of the Company, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by him in defending (whether successfully or otherwise) any civil proceedings concerning the Company or its affairs in any court whether in the Cayman Islands or elsewhere; provided that the foregoing does not apply to a Director

or officer of the Company if the D&O Liabilities were due to the willful misconduct of the Director or officer as determined by a competent court or regulatory body or in the case of an officer who is not a Director, by the Board. The Company shall obtain directors and officers liability insurance for Directors and officers of the Company to cover D&O Liabilities.

148. No such Director or officer of the Company shall be liable to the Company for any loss or damage unless such liability arises through the willful misconduct of such Director or officer as determined by a competent court or regulatory body or in the case of an officer who is not a Director, by the Board.

FINANCIAL YEAR

149. Unless the Directors otherwise prescribe, the financial year of the Company shall end on December 31st in each year and shall begin on January 1st in each year.

WINDING UP

150. Subject to these Articles, if the Company shall be wound up the liquidator may, with the sanction of an Ordinary Resolution of the Company, divide amongst the Members in specie or kind the whole or any part of the assets of the Company (whether they shall consist of property of the same kind or not) and may for such purpose set such value as he deems fair upon any property to be divided as aforesaid and may determine how such division shall be carried out as between the Members or different classes of Members. The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the contributories as the liquidator, with the like sanction shall think fit, but so that no Member shall be compelled to accept any shares or other securities whereon there is any liability.

AMENDMENT OF MEMORANDUM AND ARTICLES OF ASSOCIATION AND NAME OF COMPANY

151. The Company may at any time and from time to time by Special Resolution alter or amend these Articles or the Memorandum of Association of the Company, in whole or in part, or change the name of the Company.

REGISTRATION BY WAY OF CONTINUATION

152. The Company may by Ordinary Resolution resolve to be registered by way of continuation in a jurisdiction outside the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing. In furtherance of a resolution adopted pursuant to this Article, the Directors may cause an application to be made to the Registrar of Companies to deregister the Company in the Cayman Islands or such other jurisdiction in which it is for the time being incorporated, registered or existing and may cause all such further steps as they consider appropriate to be taken to effect the transfer by way of continuation of the Company.

Exhibit 4.4

EXECUTION VERSION

THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “ Agreement ”) is entered into on December 11, 2013, by and among eHi Auto Services Limited, a limited liability company organized and existing under the laws of the Cayman Islands (the “ Company ”), the investors listed in Schedule A attached hereto (each an “ Investor ,” collectively, the “ Investors ”), each member of the Company Group (as defined below) listed in Schedule B attached hereto, Mr. Ruiping Zhang, the holder of United States passport number 711188529 (the “ Founder ”), and amends and restates in its entirety the Second Amended and Restated Investors’ Rights Agreement dated October 9, 2013, by and among the Company, the Founder, and certain Investors (the “ Prior Agreement ”). The Company, the Investors, the members of the Company Group and the Founder are referred to herein collectively as “ Parties ” and individually as a “ Party .”

RECITALS

A. The Company, the members of the Company Group, the Founder and certain other parties entered into a Share Purchase Agreement regarding subscription of the Series E Preferred Shares on December 11, 2013 (the “ Series E Share Purchase Agreement ”).

B. It is a condition precedent under the Series E Share Purchase Agreement that the Company, the Investors, the members of the Company Group and the Founder enter into this Agreement.

C. The Parties desire to enter into this Agreement, accept the rights, covenants and obligations herein, and amend and restate the Prior Agreement in its entirety.

D. The Prior Agreement may be amended with the written consent of each of the Company, the Founder, GS, CDH, Qiming and Crawford .

WITNESSETH

NOW, THEREFORE, in consideration of the premises set forth above, the mutual promises and covenants set forth herein and other good and valuable consideration, the Parties agree as follows:

1. Interpretation.

1.1 Definitions. Capitalized terms used herein without definition shall have the meanings set forth in the Series E Share Purchase Agreement. The following terms shall have the meanings ascribed to them below:

“ Affiliate ” means, with respect to a Person, any other Person that, directly or indirectly, Controls, is Controlled by or is under common Control with such Person (and for the purposes of this Agreement, “Affiliates” of GS Car Rental HK Limited and GS Car Rental HK Parallel Limited shall include Goldman, Sachs & Co. and/or its Affiliates).

“ Agreement ” has the meaning set forth in the Preamble of this Agreement.

“ Applicable Securities Laws ” means (i) with respect to any offering of securities in the U.S., or any other act or omission within that jurisdiction, the securities Law of the U.S., including the Exchange Act and the Securities Act, and any applicable securities Laws of any state of the U.S., and (ii) with respect to any offering of securities in any jurisdiction other than the U.S., or any related act or omission in that jurisdiction, the applicable securities Laws of that jurisdiction.

“ Approval ” means any approval, license, authorization, release, order, or consent required to be obtained from, or any registration, qualification, designation, declaration, filing, notice, statement or other communication required to be filed with or delivered to, any Governmental Authority or any other Person, or any waiver of any of the foregoing.

“ Arbitration Notice ” has the meaning set forth in Section 14.2(b) hereof.

“ As Adjusted ” means as appropriately adjusted for any subsequent bonus issue, share split, consolidation, subdivision, reclassification, recapitalization or similar arrangement.

“Auditing Firm” means each of Deloitte Touche Tohmatsu, Ernst & Young LLP, KPMG LLP, Pricewaterhouse Coopers LLP and their respective Affiliates.

“ Block Trade ” means a single trade among institutions at or exceeding a minimum threshold quantity of shares as permitted by the applicable stock exchange, which is executed apart and away from the open outcry or electronic markets. Without limiting the generality of the foregoing, such single trade of five times the reported average daily trading volume of the Common Shares for the immediately preceding three months, shall be deemed to constitute a Block Trade.

“ Board ” or “ Board of Directors ” means the board of directors of the Company.

“ CDH ” means CDH Car Rental Service Limited.

“ CFC ” has the meaning set forth in Section 5.5(c) hereof.

“ Change of Control Event ” means (i) any consolidation, amalgamation, scheme of arrangement or merger of the Company with or into any other person or any other corporate reorganization in which the members of the Company immediately prior to such consolidation, amalgamation, merger, scheme of arrangement or reorganization own less than a majority of the Company’s voting power immediately after such consolidation, merger, amalgamation, scheme of arrangement or reorganization, or any transaction or series of related transactions to which the Company is a party in which at least a majority of the Company’s voting power is transferred; or (ii) a sale, transfer, lease or other disposition of all or substantially all of the assets of the Company or of the other members of the Company Group, taken as a whole (or any series of related transactions resulting in such sale, transfer, or lease of all or substantially all of the assets of the Company or of the other members of the Company Group, taken as a whole) to a third party unaffiliated with any member of the Company Group.

“ Circular 75 ” means the Circular 75 issued by the SAFE on October 21, 2005, titled “Notice Regarding Certain Administrative Measures on Financing and Round-trip Investments by PRC Residents Through Offshore Special Purpose Vehicles,” as amended, and any implementing SAFE rules and regulations thereof.

“ Class A Conversion Shares ” means, collectively, Class A Preferred Shares then outstanding on a fully diluted, as-converted basis.

“ Class A Initiating Holder ” has the meaning set forth in Section 2.1(a)(i) hereof.

“ Class A Investors ” means the Persons set forth under the heading “Class A Investors” in Schedule A , and their respective successors and permitted assigns.

“ Class A Preferred Shares ” means the Class A redeemable convertible preferred shares, par value of US$0.001 per share.

“ Class A Registrable Securities ” means the Class A Conversion Shares and any Common Shares of the Company issued or issuable in respect of such Class A Conversion Shares upon recapitalizations or any Common Shares otherwise issuable with respect to such Class A Conversion Shares, excluding in all cases, any of the foregoing sold by a Person in a transaction other than an assignment pursuant to this Agreement; provided, however, that any of the foregoing shall only be treated as Class A Registrable Securities if and so long as they have not been (A) sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, or (B) sold or are available for sale in a single sale in the opinion of counsel for the Company in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act so that all transfer restrictions and restrictive legends with respect thereto are removed upon the consummation of such sale.

“ Closing ” has the meaning set forth in the Series E Share Purchase Agreement.

“ Code ” has the meaning set forth in Section 5.5(b) hereof.

“ Commission ” means (i) with respect to any offering of securities in the U.S., the Securities and Exchange Commission of the U.S. or any other federal agency at the time administering the Securities Act, and (ii) with respect to any offering of securities in a jurisdiction other than the U.S., the regulatory body of the jurisdiction with authority to supervise and regulate the offering and sale of securities in that jurisdiction.

“ Common Shareholder” means any holder of Common Shares other than (i) Common Shares which the Preferred Shares are converted into or are otherwise derived from the Preferred Shares, and (ii) Common Shares issued on the exercise of the options granted pursuant to Section 8.8(d) of that certain Third Amended and Restated Shareholders Agreement dated September 2, 2010 by and among the Company, the Founder and certain Investors.

“ Common Shares ” means the Company’s common shares, par value US$0.001 per share, the rights and privileges of which are specified in the Memorandum and Articles and this Agreement.

“ Common Share Equivalents ” means warrants, options and rights exercisable for Common Shares or securities convertible into or exchangeable for Common Shares, including, without limitation, the Preferred Shares and the Warrants.

“ Company ” has the meaning set forth in the Preamble of this Agreement.

“ Company Competitor ” means any Person (and Affiliates of such Person) that directly or indirectly provides car rental services.

“ Company Global Competitor ” means: (a) any of the following entities, their Affiliates and their successors-in-interest: The Hertz Corporation, Avis Budget Group, Inc., Dollar Thrifty Automotive Group, Inc., Europcar Group SA or Sixt AG; (b) any Person (and Affiliates of such Person) that directly or indirectly provides car rental services comparable to any of the entities listed in clause (a) in terms of revenues, fleet size, number of locations or geographic coverage; (c) any Person who has at least 10% direct or indirect ownership interest in a Person described in clause (a) or (b) above which is a US public company and who has made Schedule 13-D filings (or any comparable form in a jurisdiction other than the United States), or (d) any Person who has at least 10% direct or indirect ownership interest in a Person described in clause (a) or (b) above which is not a US public company (except for those who, following the initial public offering of such Person described in clause (a) or (b) above, would be eligible for making Schedule 13-G filings (or any comparable form in a jurisdiction other than the United States) (as opposed to Schedule 13-D filings or any comparable form in a jurisdiction other than the United States) per a legal opinion rendered by a securities lawyer with a nationally-recognized firm in the U.S.). The Person as described in clause (d) above shall be referred to hereinafter as a “ Private Competitor Investor ”.

“ Company Non-Global Competitor ” means any Company Competitor other than a Company Global Competitor.

“ Company Group ” has the meaning set forth in the Series E Share Purchase Agreement. The particulars of the members of the Company Group are set forth on Schedule B attached hereto.

“ Control ” of a given Person means the power or authority, whether exercised or not, to direct the business, management, policies or activities of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, provided , that such power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to direct the vote of more than 50% of the votes entitled to be cast at a meeting of the members or shareholders of such Person or power to control the composition of a majority of the board of directors of such Person; the term “Controlled” has the meaning correlative to the foregoing.

“ Crawford ” means The Crawford Group, Inc.

“ Crawford Default ” means that Crawford is in breach of its non-compete obligations under Section 7.17 of the Series D Share Purchase Agreement and such breach is not cured by Crawford within 90 days of Crawford’s receipt of written notice thereof from the Company.

“ Ctrip ” means Ctrip Investment Holding Ltd..

“ Ctrip Competitors ” means (i) the following China online travel companies and travel technology companies: 360buy Jingdong Mall ( 京东商城 ), Alibaba Group ( 阿里巴巴集团 ), Baidu, Inc. ( 百度 ), eLong, Inc. (elong.com) ( 艺龙 ), Kuxun.cn ( 酷讯 ), Mangocity.com ( 芒果网 ), Qunar.com ( 去哪儿 ), Same Way Network Technology Stock Co., Ltd ( 同程网 ), Taobao.com ( 淘宝网 ), Tencent Holdings ( 腾讯 ), Tuniu.com ( 途牛旅游网 ), and Uzai.com ( 悠哉旅游网 ); (ii) the following traditional travel agencies: CAISSA Touristic (Group) AG ( 凯撒旅游集团 ), China Comfort Travel Co. Ltd. ( 中国康辉旅行社集团 ), China CYTS Tours Holding Co., Ltd ( 中青旅 ), China Int’l Travel Service Corporation ( 中国国旅 ), China National Travel Service (HK) Group Corporation ( 港中旅 ), China SpringTour ( 春秋国旅 ), Flight Manager ( 航班管家 ), Umetrip ( 航旅纵横 ), trip.taobao.com ( 淘宝旅行 ); (iii) the following global online travel companies and travel technology companies: Amadeus IT Group SA, Expedia Inc., Fareportal Inc., Google Inc., Microsoft Inc., Orbitz Worldwide, Inc., Priceline Group, Sabre Inc., Smarter Travel Media LLC, Travelport, LP, Travelocity.com LP, TravelZoo Inc. and TripAdvisor Inc. and (iv) any airlines offering ticket distributions through internet websites, provided however, Ctrip may update aforesaid competitors list by adding any of other entities/businesses comparable to the aforesaid listed entities/business in terms of nature of the business, revenues, user base and supplier resource on a semi-annul basis by notifying the Company. For purposes of clarification only, “online” in terms of “Ctrip Competitors” shall include both PC-based internet and mobile internet.

“ Ctrip Offered Shares ” has the meaning set forth in Section 3.3 hereof.

“ Ctrip ROFR Period ” has the meaning set forth in Section 3.3 hereof.

“ Ctrip Transferor ” has the meaning set forth in Section 3.3 hereof.

“ Ctrip Transfer Notice ” has the meaning set forth in Section 3.3 hereof.

“ Director ” means a director of the Company.

“ Disclosing Party ” has the meaning set forth in Section 13.4 hereof.

“ Dispute ” has the meaning set forth in Section 14.2(a) hereof.

“ Domestic Resident ” has the meaning set forth in the Circular 75.

“ Equity Securities ” means any Common Shares and/or Common Share Equivalents of the Company.

“ ESOP ” means 2010 Performance Incentive Plan of the Company.

“ Exchange Act ” means the United States Securities Exchange Act of 1934, as amended.

“ Exercising Holder ” or “ Exercising Holders ” has the meaning set forth in Section 4.3 hereof.

“ Exercising Investor ” has the meaning set forth in Section 3.2(c)(iii) hereof.

“ FCPA ” means the United States Foreign Corrupt Practices Act of 1977, as amended.

“ Financing Terms ” has the meaning set forth in Section 13.1 hereof.

“ Form F-3 ” means Form F-3 promulgated by the Commission under the Securities Act or any successor form or substantially similar form then in effect.

“ Form S-3 ” means Form S-3 promulgated by the Commission under the Securities Act or any successor form or substantially similar form then in effect.

“ Founder ” has the meaning set forth in the Preamble of this Agreement.

“ Founder Directors ” or “ Founder Director ” has the meaning set forth in Section 6.1(a) hereof.

“ Fully-Diluted Basis ” means that all options, warrants or other rights of any kind (whether vested or unvested) to acquire Common Shares and all securities convertible or exchangeable into Common Shares (or into options, warrants or other rights of any kind to acquire Common Shares) outstanding at that time shall be deemed to have been fully exercised, converted or exchanged, as the case may be, and the Common Shares issuable as a result thereof shall be deemed to have been fully issued and to form part of the holdings of the Person(s) entitled to receive such Common Shares.

“ GS ” means GS Car Rental HK Limited and GS Car Rental HK Parallel Limited.

“ HKIAC ” has the meaning set forth in Section 14.2(c) hereof.

“ Holders ” means the holders of Registrable Securities who are parties to this Agreement from time to time, and their permitted transferees that become parties to this Agreement from time to time.

“ Hong Kong ” means the Hong Kong Special Administrative Region of the PRC.

“ Ignition ” means Ignition Growth Capital I, L.P. and Ignition Growth Capital Managing Directors Fund I, LLC.

“ Indemnifiable Loss ” shall have the meaning set forth in the Series E Share Purchase Agreement.

“ Initiating Holders ” means, with respect to a request duly made under Section 2.1 to Register any Registrable Securities, the Holders initiating such request, including without limitation the Class A Initiating Holder, the Series A Initiating Holder, the Series B Initiating Holder, the Series C Initiating Holder, Series D Initiating Holder and Series E Initiating Holder, as the case may be.

“ Intellectual Property ” means any and all (i) patents, all patent rights and all applications therefor and all reissues, reexaminations, continuations, continuations-in-part, divisions, and patent term extensions thereof, (ii) inventions (whether patentable or not), discoveries, improvements, concepts, innovations and industrial models, (iii) registered and unregistered copyrights, copyright registrations and applications, author’s rights and works of authorship (including artwork of any kind and software of all types in whatever medium, inclusive of computer programs, source code, object code and executable code, and related documentation), (iv) URLs, web sites, web pages and any part thereof, (v) technical information, know-how, trade secrets, drawings, designs, design protocols, specifications for parts and devices, quality assurance and control procedures, design tools, manuals, research data concerning historic and current research and development efforts, including the results of successful and unsuccessful designs, databases and proprietary data, (vi) proprietary processes, technology, engineering, formulae, algorithms and operational procedures, (vii) trade names, trade dress, trademarks, domain names, and service marks, and registrations and applications therefor, and (viii) the goodwill of the business symbolized or represented by the foregoing, customer lists and other proprietary information and common-law rights.

“ Investor ” or “ Investors ” has the meaning set forth in the Preamble of this Agreement.

“ Investor Directors ” or “ Investor Director ” has the meaning set forth in Section 6.1(a) hereof.

“ IPO ” means the first fully underwritten registered public offering by the Company of its Common Shares (or securities represented by its Common Shares) or (with the consent of a majority of the Investor Directors) by any other member of the Company Group of such member’s shares pursuant to a Registration Statement that is filed with and declared effective by either the Commission under the Securities Act or another Governmental Authority for a public offering in a jurisdiction other than the U.S.

“ Issuance Notice ” has the meaning set forth in Section 4.2 hereof.

“ JAFCO ” means JAFCO Asia Technology Fund IV.

“ Law ” means any constitutional provision, statute or other law, rule, regulation, published official policy or published official interpretation of any Governmental Authority and any injunction, judgment, order, ruling, assessment or writ issued by any Governmental Authority.

“ Liquidation Event ” has the meaning set forth in Section 11.1(b) hereof.

“ Macau ” means the Macau Special Administrative Region of the PRC.

“ Majority-in-Interest ” means an interest in the voting securities of a Person or Persons that exceeds 50% of such voting securities of such Person or Persons.

“ Material Adverse Effect ” has the meaning set forth in the Series E Share Purchase Agreement.

“ Memorandum and Articles ” means the seventh amended and restated memorandum of association and the articles of association of the Company, as may be amended and restated from time to time.

“ New Securities ” means, subject to the terms of Section 4 hereof, any newly issued Equity Securities of the Company, except for (i) any Common Share issued or issuable to employees, officers, consultants or directors of the Company, as approved by the Board including a majority of the Investor Directors, on exercise of options to purchase Common Shares held by employees, consultants or directors of the Company, so long as the aggregate number of such Common Shares issued does not exceed 5,577,730 (As Adjusted); (ii) securities issued upon conversion of the Preferred Shares; (iii) the Warrants, the options to purchase Common Shares granted pursuant to Section 8.8(d) of that certain Third Amended and Restated Shareholders Agreement dated September 2, 2010 by and among the Company, the Founder and certain Investors, and securities issued upon the exercise of any of the foregoing; (iv) securities issued in connection with a bona fide acquisition of another business approved by the Board (including a majority of the Investor Directors); (v) securities issued in an IPO approved by the Board (with respect to an IPO which is not a Qualified IPO, such approval shall include a majority of the Investor Directors); (vi) securities issued in connection with any bonus issue, share split, share dividend, combination, recapitalization or similar transaction of the Company approved by the Board (including a majority of the Investor Directors); (vii) securities issued pursuant to the Series E Share Purchase Agreement, as such agreement may be amended or modified from time to time; (viii) securities issued pursuant to the assets and business acquisition agreement entered into between Shanghai eHi and Shanghai Heshi Car Rental Co., Ltd. in April 2010, as amended in March 2011, or (ix) any other issuance of Equity Securities whereby Ctrip, Crawford (so long as no Crawford Default has occurred), GS, CDH and Qiming gives a written waiver of the Investors’ rights under Section 4 hereof at Ctrip’s, Crawford’s, GS’s, CDH’s and Qiming’s sole discretion ((i) through (ix) collectively, the “ Exempted Issuances ”).

“ Non-Exercising Holder ” or “ Non-Exercising Holders ” has the meaning set forth in Section 4.3 hereof.

“ Non-Selling Investors ” has the meaning set forth in Section 3.2(a) hereof.

“ Observer ” has the meaning set forth in Section 6.4 hereof.

“ Offered Shares ” has the meaning set forth in Section 3.2(a) hereof.

“ Participation Period ” has the meaning set forth in Section 4.2 hereof.

“ Party ” or “ Parties ” has the meaning set forth in the Preamble of this Agreement.

“ Permitted Transferee ” or “ Permitted Transferees ” has the meaning set forth in Section 3.5 hereof.

“ Person ” means any individual, corporation, partnership, limited partnership, proprietorship, association, limited liability company, firm, trust, estate or other enterprise or entity.

“ PFIC ” has the meaning set forth in Section 5.5(b) hereof.

“ PFIC Annual Information Statement ” has the meaning set forth in Section 5.5(b) hereof.

“ PRC ” means the People’s Republic of China, but solely for the purposes of this Agreement, excluding the Hong Kong Special Administrative Region, the Macau Special Administrative Region and the islands of Taiwan.

“ PRC Entities ” has the meaning set forth in the Series E Share Purchase Agreement.

“ PRC GAAP ” means generally accepted accounting principles and practices in effect from time to time in the PRC applied consistently throughout the periods involved.

“ Preemptive Right ” has the meaning set forth in Section 4.1 hereof.

“ Preferred Shareholder” means any holder of Preferred Shares.

“ Preferred Shares ” means, collectively, the Class A Preferred Shares, the Series A Preferred Shares, the Series B Preferred Shares, the Series C Preferred Shares, the Series D Preferred Shares and the Series E Preferred Shares.

“ Principal Tribunal ” has the meaning set forth in Section 14.2(g)(i) hereof.

“ Prior Agreement ” has the meaning set forth in the Preamble.

“ Prior ROFO Agreement ” has the meaning set forth in Section 1.5 hereof.

open-market transactions at or close to the then prevailing market price (including, without limitation, the public resales pursuant to Rule 144 under the Securities Act of 1933, as amended, and Registered Offerings ) and Block Trades.

“ Public Official ” has the meaning set forth in the Series E Share Purchase Agreement.

“ Qiming ” means Qiming Venture Partners II, L.P., Qiming Venture Partners II-C, L.P. and Qiming Managing Directors Fund II, L.P.

“ Qualified IPO ” means a fully underwritten public offering by the Company of its Common Shares (or securities representing its Common Shares) or (with the consent of a majority of Investor Directors) by any other member of the Company Group of such member’s shares pursuant to a Registration Statement that is filed with and declared effective by the Governmental Authority in accordance with relevant securities Laws of any jurisdiction and listed on the main board of the Hong Kong Stock Exchange, New York Stock Exchange, NASDAQ, a stock exchange in the PRC or another internationally recognized stock exchange accepted by Ctrip, GS and Crawford (so long as no Crawford Default has occurred), in any case with the gross offering proceeds going to the Company of at least US$60,000,000 and with a market capitalization of the Company no less than US$600,000,000, which shall be calculated based on the offering price in such public offering and the total number of the Company’s shares outstanding immediately after such public offering on Fully-Diluted Basis, provided that the foregoing thresholds of gross offering proceeds and market capitalization may be adjusted downwards by the Board of Directors (including the affirmative vote of a majority of the Investor Directors).

“ Re-allotment Period ” has the meaning set forth in Section 3.2(c)(iii) hereof.

“ Registered Offering ” means any sale of Equity Securities of the Company pursuant to a Registration Statement.

“ Registrable Securities ” means (i) the Common Shares issuable or issued upon conversion of the Preferred Shares, (ii) any Common Shares owned or hereafter acquired by the Investors, and (iii) any Common Shares issued as a dividend or other distribution with respect to, in exchange for, or in replacement of, the securities referenced in (i) and (ii) herein, excluding in all cases, however, any of the foregoing sold by a Person in a transaction other than an assignment pursuant to Section 9 . For purposes of this Agreement, (a) Registrable Securities shall cease to be Registrable Securities when a Registration Statement covering such Registrable Securities has been declared effective under the Securities Act by the Commission whether or not such Registrable Securities have been disposed of pursuant to such effective Registration Statement and (b) the Registrable Securities of a Holder shall not be deemed to be Registrable Securities at any time when the entire amount of such Registrable Securities proposed to be sold by such Holder in a single sale are or, in the opinion of counsel satisfactory to the Company and such Holder, each in their reasonable judgment, may be, so distributed to the public pursuant to Rule 144 (or any successor provision then in effect) under the Securities Act in

any three (3) month period or any such Registrable Securities have been sold in a sale made pursuant to Rule 144 of the Securities Act.

“ Registration ” means a registration effected by preparing and filing a Registration Statement and the declaration or ordering of the effectiveness of that Registration Statement; and the terms “ Register ” and “ Registered ” have meanings concomitant with the foregoing.

“ Registration Statement ” means a registration statement prepared on Form F-1, F-2, F-3, S-1, S-2 or S-3 under the Securities Act (including, without limitation, Rule 415 under the Securities Act), or on any comparable form in connection with registration in a jurisdiction other than the U.S..

“ Remaining Securities ” has the meaning set forth in Section 4.3 hereof.

“ Representatives ” has the meaning set forth in Section 8.1(a) hereof.

“ ROFR Option Period ” has the meaning set forth in Section 3.2(c)(i) hereof.

“ SAFE ” means the State Administration of Foreign Exchange of the PRC and/or its regional and local counterparts.

“ Second Notice ” has the meaning set forth in Section 3.2(c)(iii) hereof.

“ Securities Act ” means the United States Securities Act of 1933, as amended.

“ Series A Conversion Shares ” means, collectively, Series A Preferred Shares then outstanding on a fully diluted, as-converted basis.

“ Series A Directors ” or “ Series A Director ” has the meaning set forth in Section 6.1(a) hereof.

“ Series A Initiating Holder ” has the meaning set forth in Section 2.1(a)(ii) hereof.

“ Series A Investors ” means the Persons set forth under the heading “Series A Investors” in Schedule A , and their respective successors and permitted assigns.

if and so long as they have not been (A) sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, or (B) sold or are available for sale in a single sale in the opinion of counsel for the Company in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act so that all transfer restrictions and restrictive legends with respect thereto are removed upon the consummation of such sale.

“ Series B Conversion Shares ” means Series B Preferred Shares then outstanding on a fully diluted, as-converted basis.

“ Series B Director ” has the meaning set forth in Section 6.1(a) hereof.

“ Series B Initiating Holder ” has the meaning set forth in Section 2.1(a)(iii) hereof.

“ Series B Investors ” means the Persons set forth under the heading “Series B Investors” in Schedule A , and their respective successors and permitted assigns.

“ Series B Registrable Securities ” means the Series B Conversion Shares and any Common Shares of the Company issued or issuable in respect of such Series B Conversion Shares upon recapitalizations or any Common Shares otherwise issuable with respect to such Series B Conversion Shares, excluding in all cases, any of the foregoing sold by a Person in a transaction other than an assignment pursuant to this Agreement; provided, however, that any of the foregoing shall only be treated as Series B Registrable Securities if and so long as they have not been (A) sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, or (B) sold or are available for sale in a single sale in the opinion of counsel for the Company in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act so that all transfer restrictions and restrictive legends with respect thereto are removed upon the consummation of such sale.

“ Series C Conversion Shares ” means Series C Preferred Shares then outstanding on a fully diluted, as-converted basis.

“ Series C Director ” has the meaning set forth in Section 6.1(a) hereof.

“ Series C Initiating Holder ” has the meaning set forth in Section 2.1(a)(iv) hereof.

“ Series C Investors ” means the Persons set forth under the heading “Series C Investors” in Schedule A , and their respective successors and permitted assigns.

“ Series C Preferred Shares ” means the Series C redeemable convertible preferred shares, par value of US$0.001 per share, issued by the Company pursuant to that certain Share Purchase Agreement dated August 26, 2010 by and among the Company Group, the Founder and other parties thereto.

“ Series C Registrable Securities ” means the Series C Conversion Shares and any Common Shares of the Company issued or issuable in respect of such Series C Conversion Shares upon recapitalizations or any Common Shares otherwise issuable with respect to such Series C Conversion Shares, excluding in all cases, any of the foregoing sold by a Person in a transaction other than an assignment pursuant to this Agreement; provided, however, that any of the foregoing shall only be treated as Series C Registrable Securities if and so long as they have not been (A) sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, or (B) sold or are available for sale in a single sale in the opinion of counsel for the Company in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act so that all transfer restrictions and restrictive legends with respect thereto are removed upon the consummation of such sale.

“ Series D Closing ” has the meaning set forth in the Series D Share Purchase Agreement.

“ Series D Conversion Shares ” means Series D Preferred Shares then outstanding on a fully diluted, as-converted basis.

“ Series D Directors ” or “ Series D Director ” has the meaning set forth in Section 6.1(a) hereof.

“ Series D Initiating Holder ” has the meaning set forth in Section 2.1(a)(v) hereof.

“ Series D Investor(s) ” means the Person(s) set forth under the heading “Series D Investors” in Schedule A , and their respective successors and permitted assigns.

“ Series D Preferred Shares ” means the Series D redeemable convertible preferred shares, par value of US$0.001 per share.

“ Series D Registrable Securities ” means the Series D Conversion Shares and any Common Shares of the Company issued or issuable in respect of such Series D Conversion Shares upon recapitalizations or any Common Shares otherwise issuable with respect to such Series D Conversion Shares, excluding in all cases, any of the foregoing sold by a Person in a transaction other than an assignment pursuant to this Agreement; provided, however, that any of the foregoing shall only be treated as Series D Registrable Securities if and so long as they have not been (A) sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, or (B) sold or are available for sale in a single sale in the opinion of counsel for the Company in a transaction exempt from the

registration and prospectus delivery requirements of the Securities Act so that all transfer restrictions and restrictive legends with respect thereto are removed upon the consummation of such sale.

“ Series E Conversion Shares ” means Series E Preferred Shares then outstanding on a fully diluted, as-converted basis.

“ Series E Director ” has the meaning set forth in Section 6.1(a) hereof.

“ Series E Initiating Holder ” has the meaning set forth in Section 2.1(a)(vi) hereof.

“ Series E Investor(s) ” means the Person(s) set forth under the heading “Series E Investors” in Schedule A , and their respective successors and permitted assigns.

“ Series E Preferred Shares ” means the Series E redeemable convertible preferred shares, par value of US$0.001 per share.

“ Series E Registrable Securities ” means the Series E Conversion Shares and any Common Shares of the Company issued or issuable in respect of such Series E Conversion Shares upon recapitalizations or any Common Shares otherwise issuable with respect to such Series E Conversion Shares, excluding in all cases, any of the foregoing sold by a Person in a transaction other than an assignment pursuant to this Agreement; provided, however, that any of the foregoing shall only be treated as Series E Registrable Securities if and so long as they have not been (A) sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, or (B) sold or are available for sale in a single sale in the opinion of counsel for the Company in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act so that all transfer restrictions and restrictive legends with respect thereto are removed upon the consummation of such sale.

“ Shares ” means the Common Shares and Preferred Shares.

“ Shareholder ” means any holder of Preferred Shares and/or Common Shares that is a Party to this Agreement.

“ Taiwan ” means the islands of Taiwan.

“ Tax ” or “ Taxes ” means all applicable forms of taxation, duties, levies imposts and social security charges, whether direct or indirect including without limitation corporate income tax, wage withholding tax, national social security contributions and employee social security contributions, value added tax, business tax, customs and excise duties, capital tax and other legal transaction taxes, dividend withholding tax, dividend distribution tax, land taxes, environmental taxes and duties and any other type of taxes or duties payable by virtue of any applicable national, regional or local law or regulation and which may be due directly or by virtue of joint and several liability in any relevant jurisdiction; together with any interest, penalties, surcharges or fines relating to them, due, payable, levied, imposed upon or claimed to be owed in any relevant jurisdiction.

“ Transfer ” has the meaning set forth in Section 3.2(a) hereof.

“ Transferor ” has the meaning set forth in Section 3.2(a) hereof.

“ Transfer Notice ” has the meaning set forth in Section 3.2(a) hereof.

“ U.S. ” means the United States of America.

“ U.S. Holder ” means a holder of the Preferred Shares that is a “United States person”, or that is owned in whole or in part, directly or indirectly, by “United States persons”, in each case, within the meaning of Section 7701(a)(30) of the Code.

“ US GAAP ” means generally accepted accounting principles and practices in effect from time to time in the United States of America.

“ U.S. Person ” has the meaning set forth in Section 5.5(c) hereof.

“ Violation ” has the meaning set forth in Section 2.4(a)(i) hereof.

“ Warrants ” has the meaning set forth in the Series D Share Purchase Agreement.

1.2 Interpretation. For all purposes of this Agreement, except as otherwise expressly provided, (a) the terms defined in this Section 1 shall have the meanings assigned to them in this Section 1 and include the plural as well as the singular, (b) all accounting terms not otherwise defined herein have the meanings assigned under the PRC GAAP or US GAAP, (c) all references in this Agreement to designated “Sections” and other subdivisions are to the designated Sections and other subdivisions of the body of this Agreement, (d) pronouns of either gender or neuter shall include, as appropriate, the other pronoun forms, (e) the words “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Section or other subdivision (f) all references in this Agreement to designated schedules, exhibits and annexes are to the schedules, exhibits and annexes attached to this Agreement unless explicitly stated otherwise, (g) “or” is not exclusive, (h) the term “including” will be deemed to be followed by “, but not limited to,”; (i) the terms “shall”, “will”, and “agrees” are mandatory, and the term “may” is permissive; (j) the term “day” means “calendar day”, and (k) all references to “US$” or dollars are to currency of the United States of America.

1.3 Jurisdiction. The terms of this Agreement are drafted primarily in contemplation of an offering of securities in the U.S. The Parties recognize, however, the possibility that securities may be qualified or registered in a jurisdiction other than the U.S. for offering to the public or that the Company might effect an offering in the U.S. in the form of American Depositary Receipts or American Depositary Shares. Accordingly:

(a) It is their intention that, whenever this Agreement refers to a Law, form, process or institution of the U.S. but the Parties wish to effectuate qualification or registration in a different jurisdiction, reference in this Agreement to the Laws or institutions of the U.S. shall be read as referring, mutatis mutandis , to the comparable Laws or institutions of the jurisdiction in question; and

(b) It is agreed that the Company will not list American Depositary Receipts, American Depositary Shares or any other security derivative of the Company’s Common Shares unless arrangements have been made reasonably satisfactory to a Majority-in-Interest of the Holders of the then outstanding Class A Registrable Securities, the Holders of the then outstanding Series A Registrable Securities, of the Holders of the then outstanding Series B Registrable Securities, of the Holders of the then outstanding Series C Registrable Securities, of the Holders of the then outstanding Series D Registrable Securities (provided that if such Holders include Crawford, Crawford’s consent shall be required only if no Crawford Default has occurred) and of the Holders of the then outstanding Series E Registrable Securities (each voting as a separate class) to ensure that the spirit and intent of this Agreement will be realized and that the Company is committed to take such actions as are necessary such that the Holders will enjoy rights corresponding to the rights hereunder to sell their respective Registrable Securities in a public offering in the U.S. substantially similar to those as if the Company had listed Common Shares in lieu of such derivative securities.

1.5 Termination of Prior ROFO Agreement. The parties to that certain Right of First Offer and Co-Sale Agreement (the “ Prior ROFO Agreement ”) dated April 17, 2008 hereby agree that the Prior ROFO Agreement has been terminated without any liabilities to any party thereto, effectively as of September 2, 2010.

1.6 Acknowledgment of Series E Preferred Shares. Each of the Investors (other than Ctrip) hereby acknowledges that it has agreed to the transactions contemplated under the Transaction Documents and has waived all participation rights, anti-dilution rights (if any), preemptive rights or other rights of similar nature that he, she or it might have pursuant to the Prior Agreement, the Memorandum and Articles or any other agreement, with respect to the issuance of the Series E Preferred Shares pursuant to the Transaction Documents and the securities to be issued upon conversion or exercise of the Series E Preferred Shares, as applicable. Each of the Investors (other than Ctrip) further acknowledges and agrees with the terms of the Series E Purchase Agreement and will not cause the Company to violate any of the terms thereunder.

2. REGISTRATION RIGHT

2.1 Demand Registration.

(a) Demand Registration Other Than on Form F-3 or Form S-3 .

(i) Subject to the terms of this Agreement, at any time or from time to time following the date that is six (6) months after the closing of a Qualified IPO, any Holder(s) of at least 50% of the then outstanding Class A Registrable Securities (the “ Class A Initiating Holder ”) may request in writing that the Company effect a Registration on the stock exchange for the Qualified IPO. Upon receipt of such a request, the Company shall (x) promptly give written notice of the proposed Registration to all the other Holders and (y) as soon as practicable, use its reasonable best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Class A Initiating Holder may request. The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.1(a)(i) that have been declared and ordered effective, provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.1(a)(i) is not consummated for any reason other than due to the action or inaction of the Class A Initiating Holder in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1(a)(i) . The Company shall not be obligated to take any action to effect any Registration pursuant to this Section 2.1(a)(i) unless the aggregate proceeds from the offering that is the subject of the Registration exceeds US$10,000,000.

(ii) Subject to the terms of this Agreement, at any time or from time to time following the date that is six (6) months after the closing of a Qualified IPO, any Holder(s) of at least 30% of the then outstanding Series A Registrable Securities (the “ Series A Initiating Holder ”) may request in writing that the Company effect a Registration on the stock exchange for the Qualified IPO. Upon receipt of such a request, the Company shall (x) promptly give written notice of the proposed Registration to all the other Holders and (y) as soon as practicable, use its reasonable best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Series A Initiating Holder may request. The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.1(a)(ii) that have been declared and ordered effective, provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.1(a)(ii) is not consummated for any reason other than due to the action or inaction of the Series A Initiating Holder including the Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1(a)(ii) .

notice of the proposed Registration to all the other Holders and (y) as soon as practicable, use its reasonable best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Series B Initiating Holder may request. The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.1(a)(iii) that have been declared and ordered effective, provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.1(a)(iii) is not consummated for any reason other than due to the action or inaction of the Series B Initiating Holder including the Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1(a)(iii) .

(iv) Subject to the terms of this Agreement, at any time or from time to time following the date that is six (6) months after the closing of a Qualified IPO, any Holder(s) of at least 30% of the then outstanding Series C Registrable Securities (the “ Series C Initiating Holder ”) may request in writing that the Company effect a Registration on the stock exchange for the Qualified IPO. Upon receipt of such a request, the Company shall (x) promptly give written notice of the proposed Registration to all the other Holders and (y) as soon as practicable, use its reasonable best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Series C Initiating Holder may request. The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.1(a)(iv) that have been declared and ordered effective, provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.1(a)(iv) is not consummated for any reason other than due to the action or inaction of the Series C Initiating Holder including the Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1(a)(iv) .

(v) Subject to the terms of this Agreement, at any time or from time to time following the date that is six (6) months after the closing of a Qualified IPO, any Holder(s) of at least 50% of the then outstanding Series D Registrable Securities (the “ Series D Initiating Holder ”) may request in writing that the Company effect a Registration on the stock exchange for the Qualified IPO. Upon receipt of such a request, the Company shall (x) promptly give written notice of the proposed Registration to all the other Holders and (y) as soon as practicable, use its reasonable best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Series D Initiating Holder may request. The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.1(a)(v) that have been declared and ordered effective, provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.1(a)(v) is not consummated for any reason other than due to the action or inaction of the Series D Initiating Holder including the Registrable Securities in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1(a)(v) . The Company shall not be obligated to take any action to effect any Registration pursuant to this Section 2.1(a)(v) unless the

aggregate proceeds from the offering that is the subject of the Registration exceeds US$10,000,000.

(vi) Subject to the terms of this Agreement, at any time or from time to time following the date that is six (6) months after the closing of a Qualified IPO, any Holder(s) of at least 30% of the then outstanding Series E Registrable Securities (the “ Series E Initiating Holder ”) may request in writing that the Company effect a Registration on the stock exchange for the Qualified IPO. Upon receipt of such a request, the Company shall (x) promptly give written notice of the proposed Registration to all the other Holders and (y) as soon as practicable, use its reasonable best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and/or qualified for sale and distribution in such jurisdiction as the Series E Initiating Holder may request. The Company shall be obligated to effect no more than two (2) Registrations pursuant to this Section 2.1(a)(vi) that have been declared and ordered effective, provided that if the sale of all of the Registrable Securities sought to be included pursuant to this Section 2.1(a)(vi) is not consummated for any reason other than due to the action or inaction of the Series E Initiating Holder in such Registration, such Registration shall not be deemed to constitute one of the Registration rights granted pursuant to this Section 2.1(a)(vi) .

(b) Registration on Form F-3 or Form S-3 . Subject to the terms of this Agreement, if the Company qualifies for registration on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the U.S.), any Holder may request the Company to file, in any jurisdiction in which the Company has had a registered underwritten public offering, a Registration Statement on Form F-3 or Form S-3 (or any comparable form for Registration in a jurisdiction other than the U.S.), including without limitation any registration statement filed under the Securities Act providing for the registration of, and the sale on a continuous or a delayed basis by the Holders of, all of the Registrable Securities pursuant to Rule 415 under the Securities Act and/or any similar rule that may be adopted by the Commission. Upon receipt of such a request, the Company shall (i) promptly give written notice of the proposed Registration to all the other Holders and (ii) as soon as practicable, use its reasonable best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days after the Company’s delivery of written notice, to be Registered and qualified for sale and distribution in such jurisdiction. The Company’s obligation to effect Registrations pursuant to this Section 2.1(b) is unlimited. The Company shall not be obligated to take any action to effect any Registration pursuant to this Section 2.1(b) unless the aggregate proceeds from the offering that is the subject of the Registration exceeds US$5,000,000. The Company shall be obligated to effect no more than two (2) such Registrations pursuant to this Section 2.1(b) in any twelve (12) month period.

(i) The Company shall not be obligated to Register or qualify Registrable Securities pursuant to this Section 2.1 :

(1) if, within ten (10) days of the receipt of any request of the Holders to Register any Registrable Securities under Section 2.1(a) or Section 2.1(b) , the Company gives

notice to the Initiating Holders of its bona fide intention to effect the filing for its own account of a Registration Statement of Common Shares within sixty (60) days of receipt of that request; provided , that the Company is actively employing in good faith its reasonable best efforts to cause that Registration Statement to become effective within sixty (60) days of the initial filing; provided , further , that the Holders are entitled to join such Registration subject to Section 2.2 ; or

(2) during the period starting with the date of filing by the Company of, and ending six (6) months following the effective date of any Registration Statement pertaining to the Common Shares of the Company; provided , that the Holders are entitled to join such Registration subject to Section 2.2 (other than a registration of securities in a transaction under Rule 145 of the Securities Act or with respect to an employee benefit plan).

(ii) If, after receiving a request from the Holders pursuant to Section 2.1(a) or Section 2.1(b) hereof, the Company furnishes to the Holders a certificate signed by the chief executive officer of the Company stating that, in the good faith judgment of the Board, it would be materially detrimental to the Company or its members for a Registration Statement to be filed in the near future, then the Company shall have the right to defer such filing for a period during which such filing would be materially detrimental, provided , that such deferral by the Company shall not exceed ninety (90) days from the receipt of any request duly submitted by the Holders under Section 2.1(a) or Section 2.1(b) to Register Registrable Securities; provided , further , that the Company may not Register any other of its Securities during such ninety (90) day period (except for Registrations contemplated by Section 2.2(d) ); provided, further , that the Company shall not utilize this right more than once in any twelve (12) month period.

(d) Underwritten Offerings . If, in connection with a request to Register Registrable Securities under Section 2.1(a) or Section 2.1(b) , the Initiating Holders seek to distribute such Registrable Securities in an underwritten offering, they shall so advise the Company as a part of the request, and the Company shall include such information in the written notice to the other Holders described in Section 2.1(a) and Section 2.1(b) . In such event, the right of any Holder to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such underwritten offering and the inclusion of such Holder’s Registrable Securities in the underwritten offering (unless otherwise mutually agreed by a Majority-in-Interest of the Initiating Holders and such Holder) to the extent provided herein. All the Holders proposing to distribute their securities through such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwritten offering by the Company and reasonably acceptable to the Majority-in-Interest of all the Registrable Securities proposed to be included in such Registration; provided however , that the Holders shall only be obligated to give representations and warranties under such underwriting agreement that are customary in similar agreements in relation to their ownership of the Registrable Securities and due authorization to enter such underwriting agreement. Notwithstanding any other provision of this Agreement, if the managing underwriter advises the Company that marketing factors (including without limitation the aggregate number of securities requested to be Registered, the general condition of the market, and the status of the Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of Registrable Securities to be underwritten in a Registration pursuant to Section 2.1(a) or Section 2.1(b) , the underwriters may exclude from the underwriting offering up to 75% of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities held

by any director, officer, employee or consultant of the Company or any other Common Shareholder of the Company from the Registration and underwritten offering and so long as the number of shares to be included in the Registration on behalf of the non-excluded Holders is allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included, provided , that if, as a result of such underwriter cutback, the Holders cannot include in the underwritten offering all of the Registrable Securities that they have requested to be included therein, then such Registration shall not be deemed to constitute one of the two (2) demand Registrations to which the Holders are entitled pursuant to Section 2.1(a) . Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the Registration.

2.2 Piggyback Registrations.

(a) Registration of the Company’s Securities . Subject to the terms of this Agreement, if the Company proposes to Register for its own account any of its Equity Securities, or for the account of any holder (other than a Holder) of Equity Securities any of such holder’s Equity Securities, in connection with the public offering of such securities solely for cash (except as set forth in Section 2.2(d) ) (other than a Qualified IPO), the Company shall promptly give each Holder written notice of such Registration and, upon the written request of any Holder given within fifteen (15) days after delivery of such notice, the Company shall use its best efforts to include in such Registration any Registrable Securities thereby requested to be Registered by such Holder. The Company’s obligation to effect the piggyback Registration pursuant to this Section 2.2(a) is unlimited. If a Holder decides not to include all or any of its Registrable Securities in such Registration by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent Registration Statement or Registration Statements as may be filed by the Company, all upon the terms and conditions set forth herein.

(b) Right to Terminate Registration . The Company shall have the right to terminate or withdraw any Registration initiated by it under Section 2.2(a) prior to the effectiveness of such Registration, whether or not any Holder has elected to participate therein. The expenses of such withdrawn Registration shall be borne by the Company in accordance with Section 2.3(c) .

Persons proposing to sell securities pursuant to the Registration) require a limitation of the number of Registrable Securities to be underwritten, the underwriters may exclude from the underwriting offering up to 75% of the Registrable Securities requested to be Registered but only after first excluding all other Equity Securities held by any director, officer, employee or consultant of the Company or any other Common Shareholder of the Company from the Registration and underwriting and so long as the Registrable Securities to be included in such Registration on behalf of any non-excluded Holders are allocated among all Holders in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested by such Holders to be included.

(ii) If any Holder disapproves the terms of any underwriting, the Holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the Registration Statement. Any Registrable Securities excluded or withdrawn from the underwritten offering shall be withdrawn from the Registration. Notwithstanding the foregoing, the Company shall not be required to pay for any expenses of any Registration proceeding begun pursuant to Section 2.1(a) or Section 2.1(b) if the Registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be registered (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration).

(d) Exempt Transactions . The Company shall have no obligation to Register any Registrable Securities under this Section 2.2 in connection with a Registration by the Company (i) relating solely to the sale of securities to participants in a Company share plan, or (ii) relating to a corporate reorganization or other transaction under Rule 145 of the Securities Act (or comparable provision under the Laws of another jurisdiction, as applicable); (iii) on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or (iv) relating to a registration in which the only Common Shares being registered are Common Shares issuable upon conversion of debt securities that are also being registered.

2.3. Registration Procedures.

(a) Registration Procedures and Obligations . Whenever required under this Agreement to effect the Registration of any Registrable Securities held by the Holders, the Company shall, as expeditiously as reasonably possible:

(i) Prepare and file with the Commission a Registration Statement with respect to those Registrable Securities and use its reasonable best efforts to cause that Registration Statement to become effective, and, upon the request of the Holders holding a majority of the Registrable Securities Registered thereunder, keep the Registration Statement effective for up to one hundred and eighty (180) days or, if earlier, until the distribution thereunder has been completed; provided , however , that (a) such one hundred and eighty (180) day period shall be extended for a period of time equal to the period any Holder refrains from selling any Registrable Securities included in such Registration at the written request of the underwriter(s) for such Registration, and (b) in the case of any Registration of Registrable Securities on Form S-3 or Form F-3 that are intended to be offered on a continuous or delayed basis, subject to compliance with

applicable rules promulgated by the Commission, such 180-day period shall be extended for up to an additional sixty (60) days, if necessary, to keep the Registration Statement effective until all such Registrable Securities are sold;

(ii) Prepare and file with the Commission amendments and supplements to that Registration Statement and the prospectus used in connection with the Registration Statement as may be necessary to comply with the provisions of Applicable Securities Laws with respect to the disposition of all securities covered by the Registration Statement;

(iii) Furnish to the Holders the number of copies of a prospectus, including a preliminary prospectus, required by Applicable Securities Laws, and any other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them;

(iv) Use its reasonable best efforts to Register and qualify the securities covered by the Registration Statement under the securities Laws of any jurisdiction, as reasonably requested by the Holders, provided , that the Company shall not be required to qualify to do business or file a general consent to service of process in any such jurisdictions;

(v) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in customary form, with the managing underwriter(s) of the offering;

(vi) Notify each Holder of Registrable Securities covered by the Registration Statement at any time when a prospectus relating thereto is required to be delivered under Applicable Securities Laws of (a) the issuance of any stop order by the Commission, or (b) the happening of any event or the existence of any condition as a result of which any prospectus included in the Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;

(vii) Provide a transfer agent and registrar for all Registrable Securities Registered pursuant to the Registration Statement and, where applicable, a number assigned by the Committee on Uniform Securities Identification Procedures for all those Registrable Securities, in each case not later than the effective date of the Registration; and

(viii) Take all reasonable action necessary to list the Registrable Securities on the primary exchange on which the Company’s securities are then traded or in connection with a Qualified IPO, the primary exchange on which the Company’s securities will be traded.

(b) Information from the Holder . It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Agreement with respect to the Registrable Securities of any selling Holder that such Holder shall furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be required to effect the Registration of such Holder’s Registrable Securities.

(c) Expenses of Registration . All expenses, other than the underwriting discounts and selling commissions applicable to the sale of Registrable Securities pursuant to this Agreement (which shall be borne by the Holders requesting Registration on a pro rata basis in proportion to their respective numbers of Registrable Securities sold in such Registration), incurred in connection with Registrations, filings or qualifications pursuant to this Agreement, including (without limitation) all Registration, filing and qualification fees, printers’ and accounting fees, fees and disbursements of counsel for the Company and reasonable fees and disbursement of counsels for all selling Holders, shall be borne by the Company. The Company shall not, however, be required to pay for any expenses of any Registration proceeding begun pursuant to this Agreement if the Registration request is subsequently withdrawn at the request of a Majority-in-Interest of the Holders requesting such Registration (in which case all participating Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be thereby Registered in the withdrawn Registration) provided that such withdrawal is not due to an action or inaction of the Company or an event outside of the reasonable control of such Holders.

2.4. Registration-Related Indemnification.

(a) Company Indemnity .

(i) To the maximum extent permitted by Law, the Company will indemnify and hold harmless each Holder, such Holder’s partners, officers, directors, shareholders, legal counsel and accountants, any underwriter (as defined in the Securities Act) and each Person, if any, who controls (as defined in the Securities Act) such Holder or underwriter, against any losses, claims, damages or liabilities (joint or several) to which they may become subject under Laws which are applicable to the Company and relate to action or inaction required of the Company in connection with any Registration, qualification, or compliance, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (each a “ Violation ”): (a) any untrue statement or alleged untrue statement of a material fact contained in such Registration Statement, on the effective date thereof (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), (b) the omission or alleged omission to state in the Registration Statement, on the effective date thereof (including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto), a material fact required to be stated therein or necessary to make the statements therein not misleading, or (c) any violation or alleged violation by the Company of Applicable Securities Laws, or any rule or regulation promulgated under Applicable Securities Laws. The Company will reimburse each such Holder, underwriter or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action.

foregoing indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Holder or other aforementioned person, or any person controlling such Holder, from whom the person asserting any such losses, claims, damages or liabilities purchased shares in the offering, if a copy of the most current prospectus was not sent or given by or on behalf of such Holder or other aforementioned person to such person, if required by Law to have been so delivered, at or prior to the written confirmation of the sale of the shares to such person, and if the prospectus (as so amended or supplemented) would have cured the defect giving rise to such loss, claim, damage or liability.

(b) Holder Indemnity .

(i) To the maximum extent permitted by Law, each selling Holder that has included Registrable Securities in a Registration will, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, legal counsel and accountants, any underwriter, any other Holder selling securities in connection with such Registration and each Person, if any, who controls (within the meaning of the Securities Act) the Company, such underwriter or other Holder, against any losses, claims, damages or liabilities (joint or several) to which any of the foregoing persons may become subject, under Applicable Securities Laws, or any rule or regulation promulgated under Applicable Securities Laws, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder for use in connection with such Registration; and each such Holder will reimburse any Person intended to be indemnified pursuant to this Section 2.4(b) , for any legal or other expenses reasonably incurred by such Person in connection with investigating or defending any such loss, claim, damage, liability or action. No Holder’s liability under this Section 2.4(b) shall exceed the net proceeds (less underwriting discounts and selling commissions) received by such Holder from the offering of securities made in connection with that Registration.

(ii) The indemnity contained in this Section 2.4(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder (which consent shall not be unreasonably withheld or delayed).

(c) Notice of Indemnification Claim . Promptly after receipt by an indemnified party under Section 2.4(a) or Section 2.4(b) of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under Section 2.4(a) or Section 2.4(b) , deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the indemnifying parties. An indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonably incurred fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement

of any such action, if prejudicial to its ability to defend such action, shall relieve such indemnifying party, to the extent so prejudiced, of any liability to the indemnified party under this Section 2.4 , but the omission to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party otherwise than under this Section 2.4 .

(d) Contribution . If any indemnification provided for in Section 2.4(a) or Section 2.4(b) is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any loss, liability, claim, damage or expense referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party hereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such loss, liability, claim, damage or expense in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and of the indemnified party, on the other, in connection with the statements or omissions that resulted in such loss, liability, claim, damage or expense, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission.

(e) Underwriting Agreement . To the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with the underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.

(f) Survival . The obligations of the Company and Holders under this Section 2.4 shall survive the completion of any offering of Registrable Securities in a Registration Statement under this Agreement.

2.5. Additional Registration-Related Undertakings.

(a) Reports under the Exchange Act . With a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act and any comparable provision of any Applicable Securities Laws that may at any time permit a Holder to sell securities of the Company to the public without Registration or pursuant to a Registration on Form F-3 or Form S-3 (or any comparable form in a jurisdiction other than the U.S.), the Company agrees to:

(i) make and keep public information available, as those terms are understood and defined in Rule 144 (or comparable provision, if any, under Applicable Securities Laws in any jurisdiction where the Company’s securities are listed), at all times following ninety (90) days after the effective date of the first Registration under the Securities Act filed by the Company for an offering of its securities to the general public;

(ii) file with the Commission in a timely manner all reports and other documents required of the Company under all Applicable Securities Laws; and

upon request (a) a written statement by the Company that it has complied with the reporting requirements of all Applicable Securities Laws at any time after it has become subject to such reporting requirements or, at any time after so qualified, that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 or Form S-3 (or any form comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s securities are listed), (b) a copy of the most recent annual or quarterly report of the Company and such other reports and documents as filed by the Company with the Commission, and (c) such other information as may be reasonably requested in availing any Holder of any rule or regulation of the Commission, that permits the selling of any such securities without Registration or pursuant to Form F-3 or Form S-3 (or any form comparable thereto under Applicable Securities Laws of any jurisdiction where the Company’s Securities are listed).

(b) Limitations on Subsequent Registration Rights . From and after the date of this Agreement, the Company shall not, without the prior written consent of Ctrip, Crawford (so long as no Crawford Default has occurred), GS, CDH and Qiming, enter into any agreement with any holder or prospective holder of any Equity Securities of the Company that would allow such holder or prospective holder to (i) include such Equity Securities in any Registration filed under Section 2.1 or Section 2.2 , unless under the terms of such agreement such holder or prospective holder may include such Equity Securities in any such Registration only to the extent that the inclusion of such Equity Securities will not reduce the amount of the Registrable Securities of the Holders that are included, (ii) demand Registration of their securities, or (iii) cause the Company to include such Equity Securities in any Registration filed under Section 2.1 or Section 2.2 hereof on a basis more favorable to such holder or prospective holder than is provided to the Holders thereunder.

(c) “Market Stand-Off” Agreement . Each Holder agrees, if so required by the managing underwriter(s), that it will not during the period commencing on the date of the final prospectus relating to the Company’s IPO and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred and eighty (180) days from the date of such final prospectus) (i) lend, offer, pledge, hypothecate, hedge, sell, make any short sale of, loan, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Equity Securities (other than those included in such offering) or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Equity Securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Equity Securities or such other securities, in cash or otherwise; provided , that (x) all directors, officers and all other holders of share capital of the Company must be bound by restrictions substantially identical to those applicable to any Holder pursuant to this Section 2.5(c) , (y) all Holders will be released from any restrictions set forth in this Section 2.5(c) to the extent that any other members subject to substantially similar restrictions are released, and (z) the lockup agreements shall permit Holders to transfer their Registrable Securities to their respective Affiliates so long as the transferees enters into the same lockup agreement. Nothing in this section shall limit the rights identified at Section 8.9(i) and (ii) . The underwriters in connection with the Company’s IPO are intended third party beneficiaries of this Section 2.5(c) and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. In order to enforce the foregoing covenant, the Company may place restrictive legends on the certificates and impose stop-transfer instructions with respect to

the Registrable Securities of each shareholder (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period.

(d) Termination of Registration Rights . The registration rights set forth in Section 2.1 and Section 2.2 of this Agreement shall terminate on the date that is three (3) years from the date of the closing of a Qualified IPO.

(e) Exercise of Preferred Shares . Notwithstanding anything to the contrary provided in this Agreement, the Company shall have no obligation to Register Registrable Securities which, if constituting Common Share Equivalents, have not been exercised, converted or exchanged, as applicable, for Common Shares.

3. Share Transfer

3.1 Restriction on Transfer of Shares.

(a) Prohibition on Founder and Management Transfers . Unless otherwise permitted in this Section 3 or approved in writing by Ctrip, Crawford (provided that Crawford’s approval shall not be required if a Crawford Default has occurred), GS, Qiming and CDH, neither the Founder nor any other Common Shareholder shall transfer, sell, assign, pledge, hypothecate, or otherwise encumber or dispose of in any way all or any part of any direct or indirect interest in any Equity Securities of the Company now or hereafter owned or held by such Person at any time after the date hereof, provided that after the completion of the Qualified IPO, each Common Shareholder shall be entitled in each calendar year to dispose of up to 5% of the Equity Securities of the Company held by such Common Shareholder at the beginning of such calendar year.

(b) Restriction on Common Shareholder Transfers . Subject to Section 3.1(e) , during the term of this Agreement, no Common Shareholder may transfer any direct or indirect interest in any Equity Securities now or hereafter owned or held by him, her or it except pursuant to the terms and conditions set forth in this Section 3 .

(c) Prohibition on Preferred Shareholder Transfers . Notwithstanding any provision herein to the contrary, unless approved in writing by Crawford, no Class A Investor, Series A Investor, Series B Investor, Series C Investor or Series E Investor shall transfer any Equity Securities of the Company in a Private Sale to (i) any Company Global Competitor at any time after the date hereof, (ii) any Company Non-Global Competitor within eighteen (18) months following the Series D Closing, or (iii) any Company Non-Global Competitor at any time after eighteen (18) months following the Series D Closing, unless as a result of such sale and related purchases, the purchaser will acquire at least 51% of the total outstanding share capital of the Company (including without limitation, pursuant to a Change of Control Event). In the event of any such sale to a Company Non-Global Competitor, such Company Non-Global Competitor must agree, as a condition to such sale, to assume the obligations of the Company (or other applicable member of the Company Group) under (x) the Global Affiliation Agreement (as defined in the Series D Share Purchase Agreement) pursuant to a written agreement reasonably acceptable to Crawford, and (y) Section 7.17 of the Series D Share Purchase Agreement, unless Crawford otherwise agrees in its sole discretion. For avoidance of doubt, Crawford (so long as no Crawford Default has occurred and Crawford holds no less than 5% of the Company’s then total outstanding

share capital on a Fully-Diluted Basis) shall have no obligation to sell any Series D Preferred Shares or Common Shares issued or issuable upon conversion thereof, pursuant to any transaction described in Section 3.1(c)(iii) . The transfer restrictions set forth in this Section 3.1(c) and the consent rights of Crawford under this Section 3.1(c) shall terminate upon the earlier to occur of (a) a Crawford Default having occurred or (b) Crawford ceasing to hold at least 5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis.

(d) Prohibited Transfers Void . Any transfer of Equity Securities not made in compliance with this Agreement shall be null and void as against the Company, shall not be recorded on the books and register of members of the Company and shall not be recognized by the Company.

(e) Permitted Transfer . Notwithstanding any provisions to the contrary contained herein, the Founder or any other Common Shareholder may transfer the Equity Securities held by him free of any restrictions to a trustee or other fiduciary for his account or his immediate family in connection with a tax or estate planning transactions provided that such transferee, as to the transferred Equity Securities, executes such documents and takes such other actions as may be necessary for such transferee to join in and be bound by this Agreement as a “Common Shareholder” upon and after such transfer. Notwithstanding any provisions to the contrary contained herein, an Investor may transfer the Equity Securities held by it free of any restrictions to an Affiliate provided that the Affiliate transferee, as to the transferred Equity Securities, executes such documents and takes such other actions as may be necessary for such Affiliate transferee to join in and be bound by this Agreement as an “Investor” upon and after such transfer.

3.2 Right of First Refusal.

(a) Transfer Notice . Subject to Section 3.1 , (1) if any combination of Class A Investor, Series A Investor, Series B Investor, Series C Investor and/or Series E Investor receive a written bona fide firm offer from any Company Non-Global Competitor, at any time after eighteen (18) months following the Series D Closing, as a result of which the Company Non-Global Competitor will acquire more than 51% of the total outstanding share capital of the Company (including without limitation, pursuant to a Change of Control Event) at a consideration payable in cash, on a Fully-Diluted Basis, through one or a series of transactions, from such Investor(s) any Equity Securities of the Company in a Private Sale and such Investor(s) intend(s) to sell such Equity Securities to such Company Non-Global Competitor in a Private Sale, or (2) if any combination of Class A Investor, Series A Investor, Series B Investor, Series C Investor and/or Series E Investor intends to sell any Equity Securities of the Company to a Private Competitor Investor, such transferor (the “ Transferor ”) shall give the Company, Ctrip (so long as Ctrip holds no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis and provided that Ctrip is not the Transferor), Crawford (so long as no Crawford Default has occurred and Crawford holds no less than 5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis) and each other shareholder (including Common Shareholders and Preferred Shareholders) who is not the Transferor (the “ Non-Selling Investors ”) written notice (a “ Transfer Notice ”) of the Transferor’s intention to seek such transfer (a “ Transfer ”), which shall include (i) a description of the Equity Securities to be transferred (the “ Offered Shares ”), (ii) the identity of such Company Non-Global Competitor or Private Competitor Investor, as the case may be, (iii) the consideration and the material terms and conditions upon which the proposed Transfer

is to be made, and (iv) a copy of the offer made by such Company Non-Global Competitor or Private Competitor Investor, as the case may be. The Transfer Notice shall certify that the Transferor in good faith believes a binding agreement for the Transfer is obtainable on the terms set forth in the Transfer Notice. A Transfer Notice may be withdrawn by the relevant Transferor by giving written notice before the end of the associated ROFR Period and/or ROFR Option Period (each as defined below) to the Company, Ctrip, Crawford and each of the Non-Selling Investors. For avoidance of doubt, no Class A Investor, Series A Investor, Series B Investor, Series C Investor or Series E may sell its Preferred Shares or Common Shares issued or issuable on conversion thereof pursuant to this Section 3.2 for consideration other than cash, without the prior written consent of each of Ctrip (so long as Ctrip holds no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis and provided that Ctrip is not the Transferor) and Crawford (so long as no Crawford Default has occurred and Crawford holds no less than 5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis).

(b) Ctrip and Crawford’s Options . For any such proposed Transfer, each of Ctrip (so long as Ctrip holds no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis and provided that Ctrip is not the Transferor) and Crawford (in the case of Crawford, only so long as no Crawford Default has occurred and Crawford holds no less than five percent (5%) of the Company’s then total outstanding share capital on a Fully-Diluted Basis), shall have ten (10) days (the “ ROFR Period ”) following receipt of such Transfer Notice to elect to purchase all (but not less than all) of the Offered Shares at the same price and subject to the same material terms and conditions as described in the Transfer Notice, by providing a written notice of acceptance to the Transferor, each Non-Selling Investor and the Company within the ROFR Period, provided that if both Ctrip and Crawford choose to exercise their options under this Section 3.2(b) , they shall each receive a pro rata share of the Offered Shares in proportion to the number of Registrable Securities they each hold in the Company.

(i) For any proposed Transfer prior to the Qualified IPO and to the extent that each of Ctrip and Crawford fails to exercise its rights (if any) pursuant to Section 3.2(b) above, each Non-Selling Investor shall have an option for a period of ten (10) days following the receipt of the Transfer Notice (or if ROFR Period is applicable, the expiration of the ROFR Period) (the “ ROFR Option Period ”) to elect to purchase all or any portion of its respective pro rata share (as defined below) of the Offered Shares at the same price and subject to the same material terms and conditions as described in the Transfer Notice, by notifying the Transferor, Ctrip, Crawford and the Company in writing before expiration of the ROFR Option Period as to the number of such Offered Shares that it wishes to purchase.

(ii) For the purposes of this Section 3.2(c) , each Non-Selling Investor’s “ pro rata share ” of the Offered Shares shall be equal to (i) the total number of Offered Shares multiplied by (ii) a fraction, the numerator of which shall be the number of Equity Securities of the Company held by such Non-Selling Investor on the date of the Transfer Notice and the denominator of which shall be the total number of Equity Securities held by all the Non-Selling Investors on such date, on a Fully-Diluted Basis.

(iii) If any Non-Selling Investor fails to exercise its right to purchase its full pro rata share of the Offered Shares, the Transferor shall deliver written notice (the “ Second Notice ”) within five (5) days after the expiration of the ROFR Option Period to the Company and each Non-Selling Investor that elected to purchase its entire pro rata share of the Offered Shares (an “ Exercising Investor ”). The Exercising Investors shall have a right of re-allotment, and may exercise an additional right to purchase such unpurchased Offered Shares by notifying the Transferor and the Company in writing within ten (10) days after receipt of the Second Notice (the “ Re-allotment Period ”); provided , however , that if the Exercising Investors desire to purchase in aggregate more than the number of such unpurchased Offered Shares, then such unpurchased Offered Shares will be allocated to the extent necessary among the Exercising Investors in accordance with their relative pro rata shares.

(iv) Subject to Applicable Securities Laws, each Non-Selling Investor shall be entitled to apportion the Offered Shares to be purchased under this Section 3.2 among its Affiliates upon written notice to the Company and the Transferor.

(d) Procedure . If Ctrip (so long as Ctrip holds no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis), Crawford (so long as no Crawford Default has occurred and Crawford holds no less than five percent (5%) of the Company’s then total outstanding share capital on a Fully-Diluted Basis) or any Non-Selling Investor gives the Transferor notice that it desires to purchase the Offered Shares, and, as the case may be, its re-allotment, then payment for the Offered Shares to be purchased shall be by check or wire transfer in immediately available funds of the appropriate currency, against delivery of such Offered Shares to be purchased at a place agreed to by the Transferor, and Ctrip, Crawford or all the participating Non-Selling Investors, as the case may be, and at the time of the scheduled closing therefor, which shall be no later than forty-five (45) days after delivery of the Transfer Notice.

(e) Notwithstanding anything to the contrary in this Section 3.2 , if the total number of such Offered Shares that Ctrip and Crawford collectively or the Non-Selling Investors collectively indicate an interest in purchasing in the ROFR Period, the ROFR Option Period and the Re-allotment Period (as the case may be) is less than the total number of Offered Shares, then Ctrip, Crawford and the Non-Selling Investors shall be deemed to have forfeited any right to purchase the Offered Shares, and the Transferor shall be free to sell all, but not less than all, of the Offered Shares to the third party purchasers upon terms and conditions (including the purchase price) no more favorable to such third party purchaser than those specified in the Transfer Notice, provided that such sale shall be consummated within ninety (90) days after receipt of the Transfer Notice by the Company.

3.3 Ctrip’s Right of First Refusal.

In addition to Section 3.1 , if any Common Shareholder or Preferred Shareholder intends to sell any Equity Securities of the Company to the Ctrip Competitors (the “ Ctrip Transferor ”), such Ctrip Transferor shall give Ctrip written notice of the Ctrip Transferor’s intention to seek such Transfer (the “ Ctrip Transfer Notice ”), which shall include the same information as outlined in Transfer Notice required under the Section 3.2(a) above. For any such proposed transfer contemplated under this Section 3.3 , Ctrip (so long as Ctrip holds no less than 4.5% of the

Company’s then outstanding share capital on a Fully-Diluted Basis) shall have ten (10) days (the “ Ctrip ROFR Period ”) following receipt of the Ctrip Transfer Notice to elect to purchase all (but not less than all) of the offered shares (the “ Ctrip Offered Shares ”) set forth under the Ctrip Transfer Notice, at the same price and subject to the same material terms and conditions as described in the Ctrip Transfer Notice, by providing a written notice of acceptance to the Ctrip Transferor within the Ctirp ROFR Period. If Ctrip (so long as Ctrip holds no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis), duly gives the Ctrip Transferor notice that it desires to purchase all the Ctrip Offered Shares, then payment for the Ctrip Offered Shares to be purchased shall be by check or wire transfer in immediately available funds of the appropriate currency, against delivery of such Ctrip Offered Shares to be purchased at a place agreed to by the Ctrip Transferor and Ctrip and at the time that shall be no later than forty-five (45) days after delivery of the Ctrip Transfer Notice. Notwithstanding anything to the contrary in this Section 3.3 , if the total number of such Ctrip Offered Shares that Ctrip indicates an interest in purchasing in the Ctrip ROFR Period is less than the total number of Ctrip Offered Shares, then Ctrip shall be deemed to have forfeited any right to purchase the Ctrip Offered Shares, and the Ctrip Transferor shall be free to sell all, but not less than all, of the Ctrip Offered Shares to the third party purchasers upon terms and conditions (including the purchase price) no more favorable to such third party purchaser than those specified in the Ctrip Transfer Notice, provided that such sale shall be consummated within ninety (90) days after receipt of the Ctrip Transfer Notice by the Company.

3.4 Non-Exercise of Rights.

(a) In the event the Transferor does not consummate the sale or disposition of any Offered Shares to one or more third party purchasers within ninety (90) days after receipt of the Transfer Notice by the Company, the rights of the Non-Selling Investors under Section 3.2 shall continue to be applicable, to any subsequent disposition of such Offered Shares by the Transferor until such rights lapse in accordance with the terms of this Agreement.

(b) The exercise or non-exercise of the rights of the Non-Selling Investors under this Section 3 to purchase Equity Securities from a Transferor, or participate in the sale of Equity Securities by the Transferor (if applicable) shall not adversely affect their rights to make subsequent purchases from the Transferor of Equity Securities or subsequently participate in sales of Equity Securities by the Transferor (if applicable) hereunder.

3.5 Permitted Transferees. Notwithstanding the provisions of this Section 3 , the Company, Ctrip, Crawford (provided that Crawford’s consent shall not be required if a Crawford Default has occurred), GS, Qiming and CDH may decide unanimously in writing on certain permitted transferees of the Equity Securities held by the Founder and any other Common Shareholder (collectively, the “ Permitted Transferees ” and each, a “ Permitted Transferee ”) and such sale, transfer or assignment of such Equity Securities shall not be subject to Section 3.1 or 3.2 or 3.3 , except as required by applicable Law; provided that each such Permitted Transferee, prior to the completion of such sale, transfer or assignment, shall have executed such documents and taken such other actions as may be necessary for such Permitted Transferee to join in and be bound by this Agreement as a “Common Shareholder” and assume the obligations of its transferring party under this Agreement, including but not limited to Section 3 hereof.

3.6 Standstill. For the avoidance of doubt, any restrictions in respect of the Transfer of the Series D Preferred Shares under this Agreement shall be cumulative with, but not in lieu of, the restrictions set forth under Section 7.7 of the Series D Share Purchase Agreement. For the avoidance of doubt, any restrictions in respect of the Transfer of the Series E Preferred Shares under this Agreement shall be cumulative with, but not in lieu of, the restrictions set forth under Section 7.7 of the Series E Share Purchase Agreement.

3.7 Right of First Offer of Ctrip and Crawford

(a) If any Class A Investor, Series A Investor, Series B Investor, Series C Investor or Series E Investor (a “ Transferring Investor ”) proposes to sell or otherwise transfer, directly or indirectly, any Equity Securities of the Company to any third party in a Private Sale other than (i) an Affiliate of such Transferring Investor or (ii) a Company Competitor, the Transferring Investor shall give a written notice (the “ First Offer Notice ”) to the Company, Ctrip (so long as Ctrip holds no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis and Ctrip is not a Transferring Investor) and Crawford (so long as no Crawford Default has occurred and Crawford holds no less than five percent (5%) of the Company’s then total outstanding share capital on a Fully-Diluted Basis) indicating its intention of such transfer, which shall include (i) the date of the First Offer Notice (which shall be the same date as the date of delivery of the First Offer Notice), (ii) a description of the Equity Securities to be transferred (the “ ROFO Shares ”) specifying the number of the ROFO Shares, (iii) the offer price per share of the ROFO Shares (the “ First Offer Price ”) and (iv) all other material terms and conditions in connection to such transfer.

(b) For a period of ten (10) days after the date on which each of Ctrip and Crawford receives the First Offer Notice (the “ First ROFO Period ”), each of Ctrip (so long as Ctrip holds no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis) and Crawford (so long as no Crawford Default then exists and Crawford holds no less than five percent (5%) of the Company’s then total outstanding share capital on a Fully-Diluted basis) shall have the right, by delivering to the Transferring Investor an acceptance notice in writing (the “ First ROFO Acceptance Notice ”), to purchase all, but not less than all of the ROFO Shares at a purchase price equal to the First Offer Price and upon the same terms and conditions as those set forth in the First Offer Notice, provided that if the sum of the ROFO Shares Ctrip and Crawford wish to purchase under this section exceeds the total number of ROFO Shares, Ctrip and Crawford shall each be assigned a pro rata share of the ROFO Shares for purchase.

(c) If either Ctrip or Crawford fails to deliver a First ROFO Acceptance Notice to the Transferring Investor within the First ROFO Period, the Transferring Investor shall have the right, subject to the restrictions set forth in Sections 3.2 and 3.8 hereof (to the extent applicable) and for a period of up to 180 days (the “ Solicitation Period ”) beginning on the expiration date of the First ROFO Period, to solicit an offer from any third party to purchase all (but not less than all) of the ROFO Shares. If the best bona fide offer the Transferring Investor receives from one or more third parties during the Solicitation Period (the “ Best Third Party Offer ”) is less favorable to the Transferring Investor in terms of price per share and the other material terms and conditions than the First Offer Price and the other material terms and conditions set forth in the First Offer Notice, and the Transferring Investor intends to accept such Best Third Party Offer, the Transferring Investor shall deliver a written notice (the “ Second Offer Notice ”) to each of Ctrip and Crawford,

which shall include (i) the date of the Second Offer Notice (which shall be the same date as the date of delivery of the Second Offer Notice), (ii) the offer price per share of the ROFO Shares (the “ Second Offer Price ”), (iii) a copy of a document signed by the third party setting forth the Second Offer Price, and (iv) all other material terms and conditions, which shall be the same as those set forth in the Best Third Party Offer. If the Best Third Party Offer is no less favorable to the Transferring Investor in terms of price per share or the other material terms and conditions than the First Offer Price or the other material terms and conditions set forth in the First Offer Notice, the Transferring Investor may accept the Best Third Party Offer and proceed with the sale to the third party, subject to the restrictions set forth in Sections 3.1 and 3.2 hereof (to the extent applicable).

(d) For a period of ten (10) days after the date on which each of Ctrip and Crawford receives the Second Offer Notice (the “ Second ROFO Period ”), each of Ctrip (so long as Ctrip holds no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis) and Crawford (so long as no Crawford Default then exists and Crawford holds no less than five percent (5%) of the Company’s then total outstanding share capital on a Fully-Diluted Basis) shall have the right, by delivering to the Transferring Investor an acceptance notice in writing (the “ Second ROFO Acceptance Notice ”; together with the First ROFO Acceptance Notice, each an “ Acceptance Notice ”), to purchase all, but not less than all of the ROFO Shares at a purchase price equal to the Second Offer Price and upon the same terms and conditions as those set forth in the Second Offer Notice, provide that if the sum of the ROFO Shares Ctrip and Crawford wish to purchase under this section exceeds the total number of ROFO Shares, Ctrip and Crawford shall each be assigned a pro rata share of the ROFO Shares for purchase.

(e) Each Acceptance Notice shall be irrevocable and upon the timely delivery of any Acceptance Notice there shall constitute a binding agreement between Ctrip and/or Crawford, as applicable, and the Transferring Investor to purchase and sell the ROFO Shares pursuant to the terms and conditions set forth in the First Offer Notice or the Second Offer Notice (as the case may be). Upon the timely delivery of an Acceptance Notice, the Transferring Investor and Ctrip and/or Crawford shall use their best efforts to consummate, within forty-five (45) days after the date of the First Offer Notice or the Second Offer Notice (as the case may be), the purchase and sale of the ROFO Shares.

(f) If either Ctrip or Crawford fails to deliver an Acceptance Notice to the Transferring Investor within the Second ROFO Period, the Transferring Investor may either (i) withdraw its intention to sell the ROFO Shares or (ii) have the right, subject to the restrictions set forth in Sections 3.1 and 3.2 hereof (to the extent applicable) and for a period of up to ninety (90) days beginning on the expiration date of the Second ROFO Period, to sell all (but not less than all) of the ROFO Shares to any third party. If the Transferring Investor fails to conclude a binding agreement for the sale of the ROFO Shares within such 90 - day period, the rights of Ctrip and Crawford under this Section 3.7 shall continue to be applicable to any subsequent sale of the ROFO Shares by the Transferring Investor.

(g) For the avoidance of doubt, Crawford shall be entitled to the rights sets forth under this Section 3.7 only if no Crawford Default has occurred and Crawford holds no less than five percent (5%) of the Company’s then total outstanding share capital on a Fully-Diluted Basis. For the avoidance of doubt, Ctrip shall be entitled to the rights sets forth under this Section 3.7 only if

Ctrip holds no less than four point five percent (4.5%) of the Company’s then total outstanding share capital on a Fully-Diluted Basis.

3.8 Transfer by a Transferring Investor in a Block Trade. If any Transferring Investor intends to dispose of all or any of its Equity Securities of the Company through an investment bank or other financial intermediary via a Block Trade after the Qualified IPO, the Transferring Investor shall (a) use its best efforts to require the investment bank or other financial intermediary to agree to abide by the restrictions set forth in the first sentence of Section 3.1(c) (in terms of the prohibition on sales to Company Global Competitors and the restriction on sales to Company Non-Global Competitors), and (b) give a written notice of such intention to the Company which, subject to compliance with applicable laws (including securities laws), shall promptly forward such notice to the other shareholders of the Company (including Crawford so long as no Crawford Default has occurred and Crawford holds no less than five percent (5%) of the Company’s then total outstanding share capital on a Fully-Diluted Basis). Subject to compliance with applicable laws (including securities laws), the Transferring Investor shall invite both Ctrip and Crawford to bid in such Block Trade and compete on the same terms and conditions with the other bidders. Each of Ctrip and Crawford shall be entitled to receive a copy of the bidding instructions and any other information which has been or will be provided to the other bidders by the Transferring Investor and/or the Company. To the extent that Ctrip or Crawford proposes to acquire at the highest price among the bidders any of the Equity Securities offered by the Transferring Investor in the Block Trade, the Transferring Investor shall, subject to compliance with applicable laws (including securities laws), sell all such Equity Securities to Ctrip and/or Crawford and other bidders who offer the same price as the price offered by Ctrip and/or Crawford, if any, on pro rata basis in proportion to the amount of the Equity Securities proposed to be acquired by Crawford and such other bidders. For the avoidance of doubt, Crawford shall be entitled to the rights sets forth under this Section 3.8 only if no Crawford Default has occurred and Crawford holds no less than five percent (5%) of the Company’s then total outstanding share capital on a Fully-Diluted Basis. For the avoidance of doubt, Ctrip shall be entitled to the rights sets forth under this Section 3.8 only if Ctrip holds no less than four and a half percent (4.5%) of the Company’s then total outstanding share capital on a Fully-Diluted Basis. For the avoidance of doubt, any obligations of the Transferring Investor and its investment bank or other financial intermediary under this Section 3.8 shall be subject to compliance with applicable laws (including securities laws) and rules or requirements of relevant regulatory bodies (including without limitation, the SEC or FINRA).

3.9 Sale by a Transferring Investor in a Registered Offering. If any Transferring Investor intends to dispose of all or any of its Equity Securities through a Registered Offering after the Qualified IPO by exercising its rights under Section 2 hereof, (a) the Transferring Investor or the Company, whoever engages the underwriter, shall use its best efforts to require the underwriter to agree to abide by the restrictions set forth in the first sentence of Section 3.1(c) (in terms of the prohibition on sales to Company Global Competitors and the restriction on sales to Company Non-Global Competitors), and (b) the Transferring Investor shall give a written notice of such intention of disposal to the Company which, subject to compliance with applicable laws (including securities laws), shall promptly forward such notice to the other shareholders of the Company (including Crawford so long as no Crawford Default has occurred and Crawford holds no less than five percent (5%) of the Company’s then total outstanding share capital on a Fully-Diluted Basis). If requested by either Ctrip or Crawford in writing within ten (10) days following the delivery by

the Company of such notice and subject to compliance with applicable laws (including securities laws), the Transferring Investor shall sell, and in case of a firm-commitment underwritten offering, the Transferring Investor or the Company, whoever engages the underwriter, shall use its best efforts to procure its underwriter(s) and/or bookrunner(s) to sell, to Ctrip and Crawford, at the same price and pursuant to the same terms and conditions of such Registered Offering, such amount of the Equity Securities to be sold in the Registered Offering which shall be no less than the lesser of (A) the amount offered by each of Ctrip and Crawford to buy, and (B) (i) the total number of the Equity Securities to be sold by the Transferring Investor in the Registered Offering multiplied by (ii) a fraction, the numerator of which shall be the number of Equity Securities of the Company owned by each of Ctrip and Crawford immediately prior to the Registered Offering and the denominator of which shall be the total outstanding share capital in the Company, each on a Fully-Diluted Basis. For the avoidance of doubt, Crawford shall be entitled to the rights sets forth under this Section 3.9 only if no Crawford Default has occurred and Crawford holds no less than five percent (5%) of the Company’s then total outstanding share capital on a Fully-Diluted Basis. For the avoidance of doubt, Ctrip shall be entitled to the rights sets forth under this Section 3.9 only if Ctrip holds no less than four and a half percent (4.5%) of the Company’s then total outstanding share capital on a Fully-Diluted Basis. For the avoidance of doubt, any obligations of the Transferring Investor, the Company and the underwriters and/or bookrunners under this Section 3.9 shall be subject to compliance with applicable laws (including securities laws) and rules or requirements of relevant regulatory bodies (including without limitation, the SEC or FINRA).

3.10 Limitation of Rights under Section 3. Notwithstanding anything to the contrary contained herein, any Investor shall not be entitled to exercise any right of first refusal or right of first offer under this Section 3 if such Investor (together with its Affiliates) in aggregate holds more than 30% of the outstanding share capital of the Company, on a Fully-Diluted Basis.

4. Preemptive Right.

4.1 General. The Company hereby grants to each Shareholder a right (the “ Preemptive Right ”) to purchase up to its “pro rata share” (and any overallotment) of any New Securities that the Company may, from time to time, propose to sell or issue to any investors, subject to compliance with applicable laws and the Transaction Documents. Each such Shareholder’s “pro rata share” for purposes of the Preemptive Right under this Section 4 shall be the ratio of (i) the number of Common Shares (calculated on a Fully-Diluted Basis) held by such Shareholder immediately prior to the issuance of the New Securities, to (ii) the total number of Common Shares (calculated on a Fully-Diluted Basis) held by all the Shareholders immediately prior to the issuance of the New Securities.

4.2 Holder Notice. In the event the Company proposes to undertake an issuance of New Securities, it shall first give each of its Shareholders written notice (the “ Issuance Notice ”) of such intention, describing (i) the type of New Securities to be issued, (ii) the identity of the prospective investor, and (iii) the price and the terms upon which the Company proposes to issue the same. Each Shareholder shall have fifteen (15) days (the “ Participation Period ”) after the receipt of the Issuance Notice to agree to purchase up to such Shareholder’s pro rata share of the New Securities (as determined in Section 4.1 above) for the price and upon the terms specified in the Issuance Notice by giving written notice to the Company and stating therein the quantity of New Securities to be purchased.

4.3 Overallotment. If any Shareholder fails to exercise its Preemptive Right to purchase its full pro rata share of the New Securities (each, a “ Non-Exercising Holder ”, and collectively, the “ Non-Exercising Holders ”), the Company shall, within five (5) days after the expiration of the Participation Period, deliver written notice specifying the aggregate number of the remaining New Securities that were eligible for purchase by all the Non-Exercising Holders (the “ Remaining Securities ”) to each Shareholder that has exercised its right to purchase its full pro rata share of the New Securities (each, an “ Exercising Holder ”, and collectively, the “ Exercising Holders ”). Each Exercising Holder shall have a right of overallotment, and may exercise an additional right to purchase the Remaining Securities by notifying the Company in writing within ten (10) days after receipt of the notice by the Company pursuant to the prior sentence of this Section 4.3 ; provided, however , that if the Exercising Holders desire to purchase in aggregate more than the number of the Remaining Securities, then the Remaining Securities will be allocated to the extent necessary among the Exercising Holders in accordance with their relative pro rata shares. For purposes of clarification, if there are still New Securities left unpurchased after every Exercising Holder has had a chance to exercise its right of overallotment as outlined in Section 4.3 herein, the Company shall, within five (5) days after the expiration of the ten (10) days outlined in the prior sentence, deliver a written notice to Ctrip specifying the aggregate number of the remaining unpurchased New Securities, and Ctrip shall have the right, but not the obligation, to purchase all such unpurchased New Securities by notifying the Company in writing within ten (10) days after receipt of the notice by the Company pursuant to this sentence.

4.4 Sales by the Company. If the Shareholders fail to exercise their right to purchase the Remaining Securities within the ten (10) day period as described in Section 4.3 above, for a period of thirty (30) days following the expiration of such ten (10) day period, the Company may sell any New Securities with respect to which the Shareholders’ rights under this Section 4 were not exercised, to the purchasers identified in the Issuance Notice and at a price and upon terms not more favorable to the purchasers thereof than specified in the Issuance Notice. In the event the Company has not sold such New Securities within such thirty (30) day period, the Company shall not thereafter issue or sell any New Securities, without first again offering such securities to its Shareholders in the manner provided in this Section 4 .

4.5 Termination of Preemptive Rights. The Preemptive Rights in this Section 4 shall terminate upon the closing of a Qualified IPO.

5. Information and Inspection Rights; US Tax Matters.

5.1 Delivery of Financial Statements. As long as any Preferred Shares remain outstanding, the Company shall deliver to each Preferred Shareholder the following documents or reports:

Shares, (ii) more than 45% of the then outstanding Series B Preferred Shares (including CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares), (iii) more than 50% of the then outstanding Series C Preferred Shares (including GS as long as it holds more than one-third of the then outstanding Series C Preferred Shares), (iv) more than 50% of the then outstanding Series D Preferred Shares, and (v) more than 51% of the then outstanding Series E Preferred Shares, and accompanied by a report and opinion thereon by such Auditing Firm, all prepared in English and in accordance with the US GAAP or the PRC GAAP;

(b) as soon as practicable, but in any event within fifteen (15) days prior to the end of each fiscal year of the Company, a proposed budget and business plan for the next fiscal year to be submitted to the Board for approval, prepared on a monthly basis;

(c) as soon as practicable, but in any event within ten (10) days prior to the end of each fiscal quarter of the Company, a proposed budget, which shall include a capital expenditure plan, for the next fiscal quarter;

(d) as soon as practicable, but in any event within twenty (20) days after the end of each month, unaudited monthly consolidated financial statements in a format that is satisfactory to the Board, including the affirmative vote by a majority of Investor Directors;

(e) as soon as practicable, but in any event within thirty (30) days after the end of each quarter, unaudited quarterly consolidated financial statements in a format that is satisfactory to the Board, including the affirmative vote by a majority of Investor Directors;

(f) with respect to the financial statements called for in Section 5.1(a) , an instrument executed by the Chief Financial Officer of the Company and certifying that such financials were prepared in accordance with the US GAAP or the PRC GAAP consistently applied with prior practice for earlier periods. With respect to the management report called for in Section 5.1(a) , the management of the Company shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the corresponding budget on the other hand;

(g) as soon as practicable, but in any event within forty-five (45) days after the end of each quarter, a statement showing the number of shares in each class and series of capital stock of the Company in sufficient detail to allow the Investors to calculate their respective percentage ownership in the Company;

(h) copies of all documents or other information sent to other shareholders of the Company and any reports publicly filed by the Company with any relevant securities exchange, regulatory authority or Governmental Authority, no later than five (5) days after such documents or information are sent or filed by the Company; and

(i) (1) prompt written notice of any material litigation, material judgment against any member of the Company Group, and any other event that may have a Material Adverse Effect on the operations and financial condition of any member of the Company Group, and (2) prompt written notice of any notice from any Governmental Authority of the non-compliance with any Law by any member of the Company Group.

5.2 Inspection. The members of the Company Group shall permit any Investor, at the Investor’s own expense, to visit and inspect, during normal business hours following reasonable notice by the Investor to the Company (which shall be no less than three (3) days unless otherwise agreed by the Company), any of the properties of any member of the Company Group, and examine the books of account and records of any member of the Company Group, and discuss the affairs, finances and accounts of any member of the Company Group with the directors, officers, management employees, accountants, legal counsel and investment bankers of such member, all at such reasonable times as may be requested in writing by the Investor; provided , that such Investor (i) is not a Company Competitor; (ii) doesn’t hold any direct or indirect ownership interest in or have any business relationship with any Company Competitor; and (iii) agrees to keep confidential any information so obtained in accordance with Section 13 hereof.

5.3 Termination of Information and Inspection Rights. The rights and covenants set forth in Sections 5.1 and 5.2 shall terminate and be of no further force or effect upon the closing of a Qualified IPO. Notwithstanding anything to the contrary, (a) the rights of any Series D Investor set forth in Sections 5.1 and 5.2 and 5.4 shall terminate immediately upon the earlier of (i) the equity interest held by such Series D Investor in the Company becoming less than 5% of the Company’s then total outstanding share capital on Fully-Diluted Basis, or (ii) such Series D Investor no longer having any representative, either a Director or an Observer, on the Board of Directors, or (iii) any Crawford Default having occurred, and (b) the rights of any Series E Investor set forth in Sections 5.1 and 5.2 and 5.4 shall terminate immediately at such time as such Series E Investor in the Company becoming less than 4.5% of the Company’s then total outstanding share capital on Fully-Diluted Basis).

5.4 Governmental/Securities Filings. For three (3) years after the time when the Company becomes subject to the filing requirements of the Exchange Act or any other organized securities exchange, as long as an Investor holds any Equity Securities, the Company shall deliver to such Investor copies of, or provide a link on its public website to, any quarterly, annual, extraordinary, or other reports publicly filed by the Company with the Commission or any other relevant securities exchange, regulatory authority or government agency, and any annual reports and other materials provided to all other shareholders of the Company.

5.5 United States Tax Matters.

(a) The Company will not take any action inconsistent with the treatment of the Company as a corporation for U.S. federal income tax purposes and will not elect to be treated as an entity other than a corporation for U.S. federal income tax purposes unless agreed upon by Crawford (so long as no Crawford Default has occurred and Crawford continues to hold at least 5% of the outstanding share capital of the Company on a Fully - Diluted Basis) and GS. Upon request by Crawford (so long as no Crawford Default has occurred and Crawford continues to hold at least 5% of the outstanding share capital of the Company on a Fully - Diluted Basis) or GS that the Company or one or more of its Subsidiaries should elect to be classified as partnerships or disregarded entities for United States federal income tax purposes (the “ Partnership Election ”) and subject to the unanimous consent of the other shareholders that are U.S. Persons (as defined below), the Company shall make, or shall cause to be made, the Partnership Election by filing, or by causing to be filed, Internal Revenue Service Form 8832 (or any successor form) provided that such election is in compliance with all applicable laws effective the day before Closing, and the

Company shall not permit the Partnership Election to be terminated or revoked without the written approval from Crawford (so long as no Crawford Default has occurred and Crawford continues to hold at least 5% of the outstanding share capital of the Company on a Fully - Diluted Basis), GS and other shareholders that are U.S. Persons.

(b) No later than two (2) months following the end of the Company’s taxable year, the Company shall determine, in consultation with an Auditing Firm, whether any member of the Company Group was a “passive foreign investment company” (a “ PFIC ”) within the meaning of section 1297 of the United States Internal Revenue Code of 1986, as amended (the “ Code ”) in such taxable year. If it is determined that a member of the Company Group was a PFIC in such taxable year, the Company shall promptly notify each U.S. Holder of such determination. The Company agrees to make available to each U.S. Holder upon request, the books and records of the Company Group (and, as relevant, each member thereof), and to provide information to each U.S. Holder necessary for such U.S. Holder to determine whether any member of the Company Group was a PFIC in a taxable year. Upon determination by the Company, any U.S. Holder or any taxing authority that any member of the Company Group was a PFIC in a taxable year, the Company will provide each U.S. Holder with all information reasonably available to the Company Group to permit such U.S. Holder to (i) accurately prepare all tax returns and comply with any reporting requirements in connection with such determination and (ii) make any election (including, without limitation, a “qualified electing fund” election under section 1295 of the Code), with respect to the relevant member of the Company Group, and comply with any reporting or other requirements incident to such election. If a determination is made that a member of the Company Group is a PFIC for a particular year, then for such year and for each year thereafter, the Company shall or shall cause such member to provide to each U.S. Holder with a completed “PFIC Annual Information Statement” substantially in the form as set out in the schedule headed “PFIC Annual Information Statement” as required by Treasury Regulation section 1.1295-1(g).

(c) Each of Qiming and CDH represents (i) that it is not a “United States person” (“ U.S. Person ”) as defined in section 7701(a)(30) of the Code, and (ii) that none of its shareholders that are U.S. Persons indirectly owns more than 10% of the Company. To the best of its knowledge, GS represents that (i) neither of the Persons that comprise GS is a U.S. Person, and (ii) that no more than 70% of the value of the GS Persons (on an aggregate basis) is owned, directly, indirectly or constructively, by U.S. Persons. The representation in sub-clause (ii) of the immediately preceding sentence is subject to, and qualified by, the methodology and assumptions set forth in Schedule C. Qiming, CDH, and GS shall provide prompt written notice to the Company of any subsequent change to the foregoing representations. No later than two (2) months following the end of the Company’s taxable year, the Company shall provide the following information to each U.S. Holder: (a) the Company’s capitalization table as of the end of the last day of such taxable year and (b) a report regarding the Company’s status as a “controlled foreign corporation” (“ CFC ”) as defined in the Code, if any. In the event any member of the Company Group is a CFC, the Company shall (x) furnish to each U.S. Holder upon its reasonable request, on a timely basis, all information necessary to satisfy the U.S. income tax return filing requirements of such U.S. Holder and (y) use commercially reasonable efforts to avoid generating for any taxable year in which any member of the Company Group is a CFC, income that would be includible in the income of any U.S. Holder under section 951 of the Code. Upon written request of a U.S. Holder from time to time, subject to obtaining the consent of its shareholders to release such information (if necessary), the Company will promptly provide in writing such information in

its possession concerning its shareholders and, to the Company’s actual knowledge, the direct and indirect interest holders in each shareholder sufficient for such U.S. Holder to determine whether the Company is a CFC.

(d) Each member of the Company Group will comply with all record-keeping, reporting, and other requests necessary for such member to allow each U.S. Holder to comply with any applicable U.S. federal income tax Law.

(e) The cost incurred by any member of the Company Group in providing the information that it is required to provide, or is required to cause to be provided, and the cost incurred by any member of the Company Group in taking the action, or causing the action to be taken as described in this Section 5 shall be borne by the Company Group.

6. Election of Directors; Voting Agreement.

6.1 Board of Directors.

(a) Unless otherwise indicated below, immediately after the Closing, the Company shall have a Board consisting of no more than ten (10) Directors, of which, (a) two (2) Directors are to be designated by Qiming as long as Qiming continues to hold no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis (the “ Series A Directors ” and each a “ Series A Director ”), who shall initially be JP GAN and John ZAGULA; (b) one (1) Director is to be designated by CDH as long as CDH continues to hold no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis (the “ Series B Director ”), who shall initially be Yan HUANG; (c) one (1) Director is to be designated by GS (the “ Series C Director ”) as long as GS continues to hold no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis, who shall initially be Bin ZHU; (d) two (2) Directors are to be designated by Crawford as long as no Crawford Default has occurred and Crawford continues to hold no less than 5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis (the “ Series D Directors ” and each a “ Series D Director ”), who shall initially be Greg Stubblefield and William Snyder; (e) one (1) Director is to be designated by Ctrip as long as Ctrip continues to hold no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis (the “ Series E Director ”, together with the Series A Directors, the Series B Director, the Series C Director and the Series D Directors, collectively, the “ Investor Directors ” and each an “ Investor Director ”), who shall initially be James Jianzhang LIANG; and (f) three (3) Directors are to be designated by the Founder (the “ Founder Directors ” and each a “ Founder Director ”), who shall initially be Ray Ruiping ZHANG, Qian MIAO and Lihong CAI. The chairman of the Board shall be one of the Founder Directors.

(b) Unless otherwise indicated below, the Company shall maintain an audit committee and a compensation committee under the Board, each of which shall consist of three (3) directors, the exact number to be determined from time to time by the Board.

be, with respect to such number of Shares (on an as-converted basis) (i) as may be necessary to ensure the election or re-election of the individuals designated by the respective Party pursuant to Section 6.1(a) above as the Directors and (ii) against any nominees for Directors not designated pursuant to Section 6.1(a ) above.

(d) Ctrip (so long as Ctrip continues to hold no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis), Crawford (provided that no Crawford Default has occurred and provided further that Crawford holds at least 5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis), GS (so long as GS continues to hold no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis), CDH (so long as CDH continues to hold no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis), Qiming (so long as Qiming continues to hold no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis), and the Founder, as such entity or individual is entitled to designate any individual to be elected as a Director pursuant to this Section 6.1 shall have the right to remove any Director occupying such position and to fill any vacancy caused by the resignation, death or renewal of any Director occupying such position. Each holder of Shares agrees to always vote such holder’s respective Shares in support of the principle that a Director designated pursuant to this Section 6.1 shall be removed from the Board with or without cause only upon the vote or written consent of the Person(s) entitled to designate such Director pursuant to this Section 6.1 , and each such holder further agrees not to seek, vote for or otherwise effect the removal with or without cause of any such Director without such vote or written consent. If a vacancy is created on the Board at any time by the death, disability, retirement, resignation or removal of any Director designated pursuant to this Section 6.1 , the replacement to fill such vacancy shall be designated in the same manner, in accordance with this Section 6.1 , as the Director whose seat was vacated.

6.2 Alternates. Subject to applicable Law, each of the Investor Directors shall be entitled to appoint an alternate to serve at any Board meeting, and such alternate shall be permitted to attend all Board meetings and vote on behalf of the Investor Director for whom she or he is serving as an alternate.

6.3 No Investor Director in Office. For the avoidance of doubt, to the extent any Investor Director is not appointed or otherwise not in the office, the consent of such Investor Director shall no longer be required for those matters which require the consent of such Investor Director hereunder.

6.4 Board Observer. So long as it holds any Shares, each of Crawford (provided that no Crawford Default has occurred), GS, CDH, Qiming, Ignition, JAFCO and Ctrip shall have the right, from time to time, and at any time, to designate one (1) individual (the “ Observer ”) to attend and speak at all meetings of the Board and all committees thereof (whether in person, by telephone or other) in a non-voting observer capacity. The initial Observer appointed by Ctrip shall be Jenny Wenjie WU, effective as of the Closing Date. An Observer is entitled to receive all notices of meetings of the Board and all committees thereof as well as copies of all minutes, consents and other materials, financial or otherwise, concurrently and in the same manner as such notices, minutes, consents and other materials are provided to the members of the Board and all committees thereof. An Observer shall have full rights of audience and may speak at all meetings of the Board and all committees thereof, but shall not be entitled to vote or be counted towards the

quorum at any such meetings. The Founder and the Company hereby irrevocably agree that each Observer is a nominee of the Investor who appoints him/her and that such Observer shall be entitled to, and the Investor who nominates him/her can require him/her to, report all matters concerning the Company and its Subsidiaries, including but not limited to, matters discussed at any meeting of the Board and all committees thereof, and that the Observer may take advice and obtain instructions from his/her nominating Investor.

6.5 D&O Insurance. The Company shall purchase and maintain directors’ and officers’ insurance which shall take effect upon the consummation of the IPO. The terms of such insurance from time to time, the carrier and the amount insured shall be agreed by the Board (including the consent of a majority of Investor Directors), provided that such insurance coverage is available at commercially reasonable rates as determined by the Board (including the consent of a majority of Investor Directors), in relation to any person who is or was a Director or an officer of the Company, or who at the request of the Company is or was serving as a Director or an officer of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity. The Memorandum and Articles of the Company shall at all times provide that the Company shall indemnify the members of the Company’s Board to the maximum extent permitted by the Laws of the Cayman Islands. In the event the Company merges with another entity and is not the surviving corporation, or undertakes any other Liquidation Event, proper provisions shall be made so that any successors of the Company assume the Company’s obligations with respect to indemnification of Directors.

6.6 Assignment. Regardless of anything else contained herein, the rights of the Investors under this Section 6 are non-transferable and non-assignable (including without limitation by operation of Law), except in connection with a transfer of the Preferred Shares by any Investor to its Affiliates, in which case such rights shall be transferable but only to the extent applicable to such transferred Preferred Shares.

6.7 Amendment. Without the written consent of Ctrip ( so long as Ctrip holds any Preferred Shares), Crawford (so long as no Crawford Default has occurred and Crawford holds any Preferred Shares), GS (so long as it holds any Preferred Shares), CDH (so long as it holds any Preferred Shares) or Qiming (so long as it holds any Preferred Shares), no right of such Investor under this Section 6 may be amended or waived (either generally or in a particular instance and either retroactively or prospectively).

6.8 Board Meetings.

(a) Frequency, Notices and Expenses . The Company shall hold no less than one (1) Board meeting during each fiscal quarter. The Company shall cause that (i) a notice of each Board meeting, (ii) the agenda of the business to be transacted at the Board meeting and (iii) all relevant documents and materials to be circulated at or presented to the Board meeting are sent to all Directors at least ten (10) days before the Board meeting and a copy of the minutes of the Board meeting is sent to such Persons within thirty (30) days following the Board meeting. The Company shall reimburse the Directors for all reasonable out-of-pocket expenses incurred in connection with attending any meetings of the Board and all committees thereof.

(b) Quorum . All Board meetings shall reach quorum only with the attendance of at least five (5) Directors, including a majority of Investor Directors. one of whom shall be the Series E Director, and a Founder Director, provided that if such quorum is not present for a Board meeting within two (2) hours from the time for such Board meeting as appointed in the meeting notice of such Board meeting sent by the Company in accordance with the Memorandum and Articles, then such Board meeting shall be adjourned for at least ten (10) days at the same place or such other time and place as the Directors then present may determine, provided that, in each case, a notice of the adjourned Board meeting shall be sent to each Director at least ten (10) days before the adjourned Board meeting. The attendance of any three (3) Directors including any two (2) Investor Directors shall constitute a quorum at such adjourned Board meeting and questions arising at such adjourned Board meeting shall be decided by a majority of votes of the Directors present. For the purposes of this Section 6.8(b), a proxy appointed by a Director shall be counted in a quorum at a meeting at which the Director appointing him is not present.

(d) Information to be Furnished to the Board . The Company shall deliver to each of the Directors and Observers the following documents or reports:

(i) as soon as practicable, but in any event within twenty (20) days of the end of each month, a consolidated unaudited income statement and statement of cash flows for such month and a consolidated unaudited balance sheet for the Company as of the last day of such month, and a management report all prepared in English and in accordance with the US GAAP or PRC GAAP (except for year-end adjustments and except for the absence of notes);

(ii) as soon as practicable, but in any event within thirty (30) days after the end of each fiscal quarter of the Company, a consolidated unaudited income statement and statement of cash flows for such fiscal quarter and a consolidated unaudited balance sheet for the Company as of the last day of such fiscal quarter, and a management report including a comparison of the financial results of such fiscal quarter with the corresponding quarterly budget, all prepared in English and in accordance with the US GAAP or PRC GAAP (except for year-end adjustments and except for the absence of notes);

(iii) as soon as practicable, but in any event no later than fifteen (15) days prior to the end of each fiscal year, an annual consolidated budget and business plan for the succeeding fiscal year to be submitted to the Board for approval, prepared on a monthly basis including, revenues, expenses, cash position, balance sheets and sources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company;

(iv) as soon as practicable, but in any event no later than ten (10) days prior to the end of each fiscal quarter, an quarterly consolidated budget including capital expenditure plan for the succeeding fiscal quarter to be submitted to the Board for approval; and

(v) with respect to the financial statements called for in Section 6.8(d)(ii) , an instrument executed by the Chief Financial Officer of the Company and certifying that such financials were prepared in accordance with the US GAAP or PRC GAAP consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standard). With respect to the management report called for in Section 6.8(d)(ii) , the management of the Company shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the corresponding budget on the other hand.

6.9 Tie-vote. In the event of a tie-vote during Board meetings, the chairman of the Board shall have the tie-breaker vote.

6.10 Board of Directors of the PRC Entities . Upon written request by Ctrip, Crawford, Qiming, GS and CDH, the Company and the Founder shall cause the board of directors (or equivalent governing body) of Shanghai eHi Car Rental Co., Ltd. (“ Shanghai eHi ”) to have the same members (and no additional members) and composition as the Board, and shall cause the same number of persons designated by Ctrip, Crawford, GS, Qiming, CDH and the Founder as they are entitled to appoint to the Board to be appointed as directors of Shanghai eHi to the effect that the directors of such Subsidiary shall be appointed and removed in accordance with the same rules and procedures provided for the Board, provided that the person(s) designated by Ctrip and Crawford to the board of Shanghai eHi shall be equipped with translation services provided at the expense of Ctrip and Crawford, respectively. In the event that Shanghai eHi establishes any board committee, the members of such committee shall include the same persons designated by Ctrip, Crawford, GS, Qiming and CDH to the Board upon written request of Ctrip, Crawford, GS, Qiming and CDH. The Company and the Founder covenant and agree that it or he shall vote all shares of capital stock of Shanghai eHi hereafter directly or indirectly owned (of record or beneficially) by the Company or the Founder (as the case may be) to maintain the board of directors of Shanghai eHi in accordance with the same rules and procedures provided for the Board. Notwithstanding anything to the contrary in this Agreement or the Memorandum and Articles, Crawford’s rights under this Section 6.10 can only be exercised when no Crawford Default exists and Crawford continues to hold at least 5% of the outstanding share capital of the Company on a Fully-Diluted Basis, and Ctirp’s rights under this Section 6.10 can only be exercised when Ctrip continues to hold at least 4.5% of the outstanding share capital of the Company on a Fully-Diluted Basis.

6.11 Termination . This Section 6 (other than Section 6.1(e)) shall terminate upon the closing of a Qualified IPO.

7. Protective Provisions.

7.1 Matters Requiring Special Consent from Preferred Shareholders

member of the Company Group is incorporated, but subject to Section 8.13, the Company and the Founder shall procure that the Company and each other member of the Company Group shall not take any of the following actions (except for those taken to consummate the Qualified IPO) without the prior written consent of holders of more than (i) 51% of the then outstanding Series A Preferred Shares (voting separately on an as converted basis), (ii) 45% of the then outstanding Series B Preferred Shares (including CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares) (voting separately on an as converted basis), (iii) 50% of the then outstanding Series C Preferred Shares (including GS as long as it holds more than one-third of the then outstanding Series C Preferred Shares) (voting separately on an as converted basis), (iv) 50% of the then outstanding Series D Preferred Shares (voting separately on an as converted basis) (including Crawford as long as it holds more than one-third of the then outstanding Series D Preferred Shares but provided that Crawford’s prior written consent shall be deemed to have been given, and Crawford shall not have the power to block any actions, if a Crawford Default has occurred or if Crawford holds less than 5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis), and (v) 51% of the then outstanding Series E Preferred Shares (voting separately on an as converted basis) (including Ctrip as long as it holds no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis); provided, that where any such action requires the special resolutions of the shareholders of the Company in accordance with the Companies Law of the Cayman Islands, as amended, and the said prior written consent has not been obtained, the holders of the then outstanding Preferred Shares voting against the resolution shall have the same number of votes as those who vote in favour of such resolution plus one (for the purpose of this Section 7 , the term “Company” below shall also include each member of the Company Group from time to time where applicable):

(a) Substantially cease to conduct or carry on the business of any member of the Company Group as now conducted or materially change its business activities;

(b) Sell or dispose of the whole or a substantial part of the undertaking goodwill or the assets of any member of the Company Group;

(c) Except for the Exempted Issuances, increase, reduce or cancel the authorized or issued share capital of any member of the Company Group or issue, allot, purchase or redeem any shares or securities convertible into or exchangeable for or otherwise carrying a right of subscription in respect of the Shares or any share warrants or grant or issue any options rights or warrants or which may require the issue of Shares in the future or do any act which has the effect of diluting or reducing the effective shareholding of the Investors in the Company or adversely affecting their rights in respect of any outstanding bonds, warrants or options;

(d) Make any distribution of profits amongst the shareholders by way of dividend (interim and final), capitalization of reserves or otherwise;

(e) Amend the accounting policies previously adopted or change the fiscal year of any member of the Company Group;

(f) Appoint or change the auditors of any member of the Company Group;

(g) Sell, transfer, license, charge, encumber or otherwise dispose of any trademarks, patents or other Intellectual Property owned by any member of the Company Group;

(h) Pass any resolution for the winding up of any member of the Company Group or undertake any merger or restructuring (including but not limited to Change of Control Events) or Liquidation Event concerning any member of the Company Group or apply for the appointment of a receiver, manager or judicial manager or like officer;

(i) Make any alteration or amendment to the memorandum and articles of association or any other charter documents of any member of the Company Group;

(j) Dispose of or dilute the Company’s interest, directly or indirectly, in any of its Subsidiaries including but not limited to the PRC Entities;

(k) Approve any transfer of shares in any member of the Company Group;

(l) Amend or change the rights, preferences, privileges or powers of, or the restrictions provided for the benefit of the holders of Preferred Shares;

(m) Take any action that authorizes, creates or issues shares of any class of stocks having preferences superior to or on parity with the Preferred Shares;

(n) Take any action that reclassifies any outstanding shares into shares having preferences or priority as to dividends or assets senior to or on parity with the preference of the Preferred Shares;

(o) Amend the Company’s Memorandum and Articles ;

(p) Amend any Warrant;

(q) Enter into or amend any agreement subject to Section 8.15; and

(r) Enter into any agreement or undertaking to do any of the foregoing.

7.2 Matters Requiring Special Consent from Investor Directors

(a) Appoint or settle the terms of appointment of any Managing Director, President, Chairman, Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, Chief Technology Officer or equivalent officers of any member of the Company Group;

(b) Settle or alter the terms of employment contract or salaries or bonuses or other incentives of the top six most highly paid employees of the Company Group or the terms of any non-compete covenants by any Key Employees (as defined in the Series E Share Purchase Agreement);

(d) Approve any annual and quarterly budget including any capital expenditure plan of any member of the Company Group;

(e) Make any equity investment in any corporate bodies or joint ventures other than establishing wholly owned subsidiaries;

(f) Borrow any money or obtain any financial facilities except pursuant to trade facilities obtained from banks or other financial institutions in the ordinary course of business not exceeding an aggregate principal amount of RMB100,000,000 per annum;

(g) Create, allow to arise or issue any debenture constituting a pledge, lien or charge (whether by way of fixed or floating change, mortgage encumbrance or other security) (other than liens incurred in the ordinary course of business (including without limitation, those created pursuant to vehicle acquisitions) covering obligations not to exceed US$1,000,000 in the aggregate at any one time) on all or any of the undertaking, assets or rights of any member of the Company Group ;

(h) Approve or make adjustments or modifications to terms of transactions involving the interest of any director or shareholder or officer of any member of the Company Group, including but not limited to the making of any loans or advances, whether directly or indirectly, or the provision of any guarantee, indemnity or security for or in connection with any indebtedness of liabilities of any director or shareholder or officer of any member of the Company Group and any other related party transactions set out in Section 22 of Schedule D to the Series E Share Purchase Agreement;

(i) Sign any property leases with annual rental commitment in excess of US$300,000;

(j) Make capital expenditures of any item in excess of US$500,000 or in aggregate exceeding 25% of the approved annual budget, other than capital expenditure for purchasing operating vehicles in the ordinary course of business;

(k) Make capital expenditures or disposals not within the approved annual budget;

(l) Adopt or amend any employee stock option program or any other equity-based compensation plan or any bonus or incentive plan of any member of the Company Group (including but not limited to any amendment of the ESOP);

(m) Enter into any related party transaction set out in Section 22 of Schedule D to the Series E Share Purchase Agreement (whether as a single transaction or a series of related or unrelated transactions) in excess of US$100,000; and

(n) Enter into any agreement or undertaking to do any of the foregoing.

7.3 Termination. This Section 7 shall terminate upon the closing of a Qualified IPO.

7.4 Scheme of Arrangement.

So long as no Crawford Default has occurred and Crawford continues to hold at least 5% of the outstanding share capital of the Company on a Fully-Diluted Basis, each holder of Shares that is a party hereto agrees not propose, vote for, consent to, or otherwise participate in any Section 86 or similar scheme of arrangement, without the written consent of Crawford.

8. Additional Agreements; Covenants.

8.1 Compliance.

(a) The Company, the Founder and each PRC Entity shall use his, her or its best efforts to ensure that each member of the Company Group and its directors, officers, employees, agents and other persons acting on behalf of such company (the “ Representatives ”) are familiar with and shall comply with all applicable Laws, including the FCPA and all anti-bribery, anti-corruption and anti-money laundering Laws as referred to in Section 17 of Schedule D of the Series E Share Purchase Agreement.

(b) Each member of the Company Group shall promptly notify the Shareholders if any current or future Representatives of any member of the Company Group are or become Public Officials.

(c) Each member of the Company Group shall promptly notify the Shareholders if any member of the Company Group will conduct or agrees to conduct any business, or enter into or agree to enter into any transaction with any Person, in Iran, Sudan or Cuba, and shall not undertake any such transaction without the prior written consent of Ctrip, Crawford (so long as no Crawford Default has occurred), GS, CDH and Qiming.

(d) Each member of the Company Group shall timely file all material Tax Returns that are required to be filed by it with any Governmental Authority, and shall timely pay all Taxes owed by it which are due and payable or withheld and remitted to the appropriate Governmental Authority all Taxes which it is obligated to withhold and remit from amounts owing to any employee, creditor, customer or third party.

(e) Each of the Company and Shanghai eHi will retain an Auditing Firm to handle all of its Tax compliance matters including in respect of the matters referred to in Sections 5.5 (b) and (c) of this Agreement relating to PFIC and CFC covenants, respectively, and to assist it in the preparation of all of its Tax Returns in all jurisdictions in which the Company Group operates.

8.2 Board of Directors of Members of the Company Group . The Company, the Founder and the PRC Entities shall ensure that the board of directors of each member of the Company Group shall follow the decisions made by the Company, which shall have sole decision making power over all business and affairs of any member of the Company Group, to the extent permitted by Law.

8.3 Legend on Share Certificates . Each certificate representing any Shares issued after the date hereof shall be endorsed by the Company with a legend reading substantially as follows:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO RULE 144 OF THE ACT.”

The Company, by its execution of this Agreement, agrees that it will cause the certificates evidencing the Shares issued after the date hereof to bear the legend required by this Section 8.3 of this Agreement, and it shall supply, free of charge, a copy of this Agreement to any holder of a certificate evidencing the Shares upon written request from such holder to the Company at its principal office. The Parties to this Agreement do hereby agree that the failure to cause the certificates evidencing the Shares to bear the legend required by this Section 8.3 herein and/or the failure of the Company to supply, free of charge, a copy of this Agreement as provided hereunder shall not affect the validity or enforcement of this Agreement.

8.4 Employment Matters. The Company, the Founder and the PRC Entities shall cause each person now or hereafter employed by any member of the Company Group (or engaged by any member of the Company Group as a consultant or independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement in form and substance satisfactory to Ctrip, Crawford (so long as no Crawford Default has occurred), GS, CDH and Qiming.

8.5 Intentionally Reserved.

8.6 Compliance with SAFE Rules and Regulations. As soon as practicable and in any event no later than five months after the Closing Date (as defined in the Series E Share Purchase Agreement), each Company Security Holder (as defined in the Series E Share Purchase Agreement) who is a Domestic Resident or has Domestic Resident(s) as its beneficial owner shall register, or shall successfully cause such beneficial owner to register, with the relevant local SAFE in connection with such Company Security Holder’s participation in the investment and operations of the Company Group and the consummation of the transactions as contemplated by the Series E Share Purchase Agreement, where applicable, in compliance with the registration and any other requirements of the Circular 75, and shall thereafter apply for and complete all necessary filings or registrations (including filing the amendments to the previous registrations) as required by the

Circular 75, including the filing with respect to the consummation of the transactions as contemplated by the Series E Share Purchase Agreement. Each member of the Company Group shall take all requisite action to urge and cause each Company Security Holder to comply with the foregoing provision. None of the members of the Company Group shall conduct any foreign exchange activity if such activity violates any SAFE rules and regulations.

Each member of the Company Group agree to jointly and severally indemnify and hold harmless each Investor, and such Investor’s Affiliates, directors, officers, agents and assigns, from and against any and all Indemnifiable Losses suffered by such Investor, or such Investor’s Affiliates, directors, officers, agents and assigns, directly or indirectly, as a result of, or based upon or arising from any non-compliance with this Section 8.6 by any member of the Company Group, including but not limited to the circumstances that such non-compliance jeopardizes the IPO.

For the purposes of this Section 8.6 , the “Indemnifiable Losses” of the party seeking indemnification with respect to any Indemnifiable Loss (an “ Indemnified Party ”) shall include a quantifiable diminution in the value of any member of the Company Group (to the extent only that such diminution in value has not been made good (x) by the Founder, or (y) by recovery under any claim against a third party) arising out of a matter the subject of the indemnities in this Sections 8.6 (the “ Relevant Diminution ”), which diminution shall be deemed to be an Indemnifiable Loss of the relevant Indemnified Party of an amount equal to a percentage of the amount of the Relevant Diminution that is equal to the percentage interest of that Indemnified Party in the share capital of the Company (on an as-converted basis).

8.7 Successor Indemnification. If the Company or any of its successors or assignees consolidates with or merges into any other Person and is not the continuing or surviving corporation or entity of such consolidation or merger, then to the extent necessary, proper provision shall be made so that the successors and assignees of the Company assume the obligations of the Company with respect to indemnification of members of the Board of Directors as in effect immediately before such transaction, whether such obligations are contained in the Memorandum and Articles, or elsewhere, as the case may be.

8.8 Intentionally Reserved.

8.9 Lock-up Commitment. None of the Investors shall transfer, sell, assign, pledge, hypothecate, or otherwise encumber or dispose of in any way more than 50% of the shares of the Company that such Investor holds immediately after the Qualified IPO within one year from the date of the Qualified IPO to any third party that is not an Affiliate of such Investor provided that:

(a) GS shall be free to enter into any hedging arrangements in respect of such shares (or any interest therein) at any time; and

(b) notwithstanding anything herein to the contrary, none of the provisions of this Agreement shall in any way limit Goldman, Sachs & Co. or any of its affiliates (each affiliate a “ GS Affiliate ” and collectively, the “ GS Affiliates ”) from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger advisory, financing, asset management, trading, market making, arbitrage, investment activity and other similar activities conducted in the ordinary course of their business.

Notwithstanding anything to the contrary set forth in this Section 8.9 , the restrictions contained in this Section 8.9 shall not apply to Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares acquired by GS or any GS Affiliate following the effective date of the first registration statement of the Company covering Common Shares (or other securities) to be sold on behalf of the Company in an underwritten public offering.

8.10 Intentionally Reserved.

8.11 Not to Use Personal Accounts for Company Business. The Company and the Founder shall not, and shall procure each member of the Company Group not to, use in any manner the personal accounts or finances of the Founder or any director or officer of any member of the Company Group to conduct (a) any business relating to any member of the Company Group including but not limited to the purchase of vehicles and the payment of Company Group expenses, other than the reimbursement of business-related expenses in the ordinary course of business up to an aggregate of US$30,000 per annum and (b) any foreign currency exchange on behalf of or with any member of the Company Group.

8.12 Not to Use Company Accounts for Personal Business. The Founder shall not, and shall procure all directors, officers and employees of any member of the Company Group not to, use in any manner the accounts or finances of any member of the Company Group to conduct any personal business.

8.13 Qualified IPO. Each of the Investors, the Founder and the Company shall use their best endeavors to achieve a Qualified IPO by June 30, 2016, shall vote in favor of, and cause all the Directors designated thereby to vote in favor of, the consummation of the Qualified IPO and the actions reasonably taken to consummate the Qualified IPO. No offering of the shares of any member of the Company Group shall be made other than through a Qualified IPO.

8.14 No Promotion. The Company agrees that it will not, without the prior written consent of the applicable GS Affiliate, in each instance, (a) use in advertising, publicity, or otherwise the name of Goldman, Sachs & Co., or any GS Affiliate, or any partner or employee of a GS Affiliate, nor any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by Goldman, Sachs & Co. or its Affiliates, or (b) represent, directly or indirectly, that any product or any service provided by the Company has been approved or endorsed by Goldman, Sachs & Co. or a GS Affiliate. The Company further agrees that it shall obtain the written consent from the applicable GS Affiliate prior to the Company’s issuance of any public statement detailing such GS Affiliate’s purchase of shares pursuant to this Agreement. The Company agrees that it will not, without the prior written consent of the applicable Crawford Affiliate or otherwise pursuant to the Global Affiliation Agreement (as defined in the Series D Share Purchase Agreement), in each instance, (a) use in advertising, publicity, or otherwise the name of Crawford or any Crawford Affiliate (including, without limitation, Enterprise Holdings, Inc. or any Subsidiaries of Enterprise Holdings, Inc.), or any partner or employee of a Crawford Affiliate, nor any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by Crawford or its Affiliates, or (b) represent, directly or indirectly, that any product or any service provided by the

Company has been approved or endorsed by Crawford or a Crawford Affiliate. The Company further agrees that it shall obtain the written consent from the applicable Crawford Affiliate prior to the Company’s issuance of any public statement detailing Crawford’s purchase of shares pursuant to this Agreement.

8.15 Transactions amongst parties. Without prejudice to Section 7 , the Parties agree to ensure that, save with the consent in writing of the holders of at least 51% of the Series A Preferred Shares, of at least 45% of the Series B Preferred Shares (including CDH as long as it holds more than one-third of the then outstanding Series B Preferred Shares), of at least 50% of the Series C Preferred Shares (including GS as long as it holds more than one-third of the then outstanding Series C Preferred Shares), of at least 50% of the Series D Preferred Shares (provided that for purposes of calculating such 50% of Series D Preferred Shares Crawford’s written consent shall be deemed to have been given, and Crawford shall not have a blocking right under this Section 8.15 , if Crawford Default has occurred or if Crawford then holds less than 5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis) and of at least 51% of the Series E Preferred Shares (including Ctrip as long as it holds no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis), no agreement is made between any of them which relates to the Company, shares in its share capital, any other securities of the Company, any financing of the Company Group, the management or administration of any member of the Company Group or the rights of the holders of such equity or debt (and any agreement which is purportedly made in contravention of this Section 8.15 shall, as between the parties to this Agreement, not be recognized as valid or be enforceable). For the avoidance of doubt, this Section 8.15 shall not in any way limit an Investor’s ability to transfer its shares, including without limitation, transfer to other parties to this Agreement, in accordance with the Transaction Documents and applicable Laws.

9. Assignments and Transfers; No Third Party Beneficiaries. Except as otherwise provided herein, this Agreement and the rights and obligations of the Parties hereunder shall inure to the benefit of, and be binding upon, their respective successors, permitted assigns and legal representatives, but shall not otherwise be for the benefit of any third party. This Agreement, and the rights of any party hereunder, shall not be assigned, and the obligations of any party hereunder shall not be transferred, without the mutual written consent of the Parties hereto, provided that except as expressly provided otherwise hereunder, each Investor may assign its rights and obligations to an Affiliate of such Investor or a transferee of the transfer in connection with the Equity Securities held by such Investor made in compliance with the Transaction Documents without consent of the other Parties under this Agreement. In no event may an Investor transfer any Equity Securities of the Company before the transferee signs a customary instrument of accession agreeing to be bound by all the terms of this Agreement as an “Investor”.

10. Intentionally Reserved .

11. Liquidation.

11.1 Liquidation Preferences.

(a) Upon the occurrence of any Liquidation Event (as defined in Section 11.1(b) below) of the Company, whether voluntary or involuntary, the assets of the Company legally available for distribution shall be distributed in the following order:

(i) Before any distribution or payment shall be made to the holders of any Series D Preferred Shares, Series C Preferred Shares, Series B Preferred Shares, Series A Preferred Shares, Class A Preferred Shares or Common Shares, each holder of the Series E Preferred Shares shall be entitled to receive, with respect to the Series E Preferred Shares then held by such holder, an amount equal to the sum of:

(1) 100% of the aggregate price paid to the Company for the issuance of such Series E Preferred Shares;

(2) an amount thereon equal to a (i) 15% per annum rate of return, compounded annually, from the Closing if such Liquidation Event has been initiated pursuant to a demand made by a Series E Preferred Shareholder under Article 8(iii)(6) of the Memorandum and Articles, and (ii) otherwise, 6% per annum rate of return, compounded annually, from the Closing; and

(3) all dividends declared and unpaid with respect to such shares.

If, upon any such Liquidation Event, the assets of the Company legally available for distribution shall be insufficient to make payment of the foregoing amounts in full on all the Series E Preferred Shares, then such assets shall be distributed among the holders of the Series E Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon.

(ii) After setting aside or paying in full the amounts due to the holders of the Series E Preferred Shares under Section 11.1(b)(i) , before any distribution or payment shall be made to the holders of any Series C Preferred Shares, Series B Preferred Shares, Series A Preferred Shares, Class A Preferred Shares or Common Shares, each holder of the Series D Preferred Shares shall be entitled to receive, with respect to the Series D Preferred Shares then held by such holder, an amount equal to the sum of:

(1) (x) 100% of the aggregate price paid to the Company for the issuance of such Series D Preferred Shares; and

(y) an amount thereon equal to a 6% per annum rate of return, compounded annually, from the Series D Closing; and

(z) all dividends declared and unpaid with respect to such shares; or

(2) if such Liquidation Event has been initiated by a demand made by a Series D Preferred Shareholder pursuant to Article 8(iii)(6) of the Memorandum and Articles,

(x) 100% of the aggregate price paid to the Company for the issuance of such Series D Preferred Shares; and

(y) an amount thereon equal to a 15% per annum rate of return, compounded annually, from the Series D Closing; and

(z) all dividends declared and unpaid with respect to such shares.

If, upon any such Liquidation Event and after full payment of the amounts due to the holders of the Series E Preferred Shares under Sections 11.1(b)(i) above, the remaining assets of the Company legally available for distribution shall be insufficient to make payment of the foregoing amounts in full on all the Series D Preferred Shares, then such assets shall be distributed among the holders of the Series D Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon.

(iii) After setting aside or paying in full the amounts due to the holders of the Series E Preferred Shares and the Series D Preferred Shares under Section 11.1(b)(i) and Section 11.1(b)(ii) above, before any distribution or payment shall be made to the holders of any Series B Preferred Shares, Series A Preferred Shares, Class A Preferred Shares or Common Shares, each holder of the Series C Preferred Shares shall be entitled to receive, with respect to the Series C Preferred Shares then held by such holder, an amount equal to the sum of:

(1) (x) 100% of the aggregate price paid to the Company for the issuance of such Series C Preferred Shares; and

(y) an amount thereon equal to a 6% per annum rate of return, compounded annually, from the Closing (as defined in the Series C Share Purchase Agreement); and

(z) all dividends declared and unpaid with respect to such shares; or

(2) if such Liquidation Event has been initiated by a demand made by a Series C Preferred Shareholder pursuant to Article 8(iii)(6) of the Memorandum and Articles,

(x) 100% of the aggregate price paid to the Company for the issuance of such Series C Preferred Shares; and

(y) an amount thereon equal to a 15% per annum rate of return, compounded annually, from the Closing (as defined in the Series C Share Purchase Agreement); and

(z) all dividends declared and unpaid with respect to such shares.

If, upon any such Liquidation Event and after full payment of the liquidation preference in Section 11.1(b)(ii) above, the remaining assets of the Company legally available for distribution shall be insufficient to make payment of the foregoing amounts in full on all the Series C Preferred Shares, then such assets shall be distributed among the holders of the Series C

Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon.

(iv) After setting aside or paying in full the amounts due to the holders of the Series E Preferred Shares, the Series D Preferred Shares and the Series C Preferred Shares under Section 11.1(b)(i), Section 11.1(b)(ii) and Section 11.1(b)(iii) above, before any distribution or payment shall be made to the holders of the Series A Preferred Shares, Class A Preferred Shares and the Common Shares, each holder of the Series B Preferred Shares shall be entitled to receive, with respect to the Series B Preferred Shares then held by such holder, an amount equal to 100% of the price paid to the Company for the issuance of such Series B Preferred Shares, plus (i) an amount thereon equal to a 6% per annum rate of return, compounded annually, from the Closing (as defined in the share purchase agreement in respect of the issuance of the Series B Preferred Shares), and (ii) all dividends declared and unpaid with respect to such shares. If, upon any such liquidation and after full payment of the liquidation preference in Sections 11.1(b)(i) and Section 11.1(b)(ii) and Section 11.1(b)(iii) above, the remaining assets of the Company legally available for distribution shall be insufficient to make payment of the foregoing amounts in full on all the Series B Preferred Shares, then such assets shall be distributed among the holders of the Series B Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon.

(v) After setting aside or paying in full the amounts due to the holders of the Series E Preferred Shares, the Series D Preferred Shares, the Series C Preferred Shares and Series B Preferred Shares under Section 11.1(b)(i) Sections 11.1(b)(ii), Section 11.1(b)(iii) and Section 11.1(b)(iv) above, before any distribution or payment shall be made to the holders of Class A Preferred Shares and the Common Shares, each holder of the Series A Preferred Shares shall be entitled to receive, with respect to the Series A Preferred Shares then held by such holder, an amount equal to 100% of the price paid to the Company for the issuance of such Series A Preferred Shares, plus (i) an amount thereon equal to a 6% per annum rate of return, compounded annually, from the Closing (as defined in the share purchase agreement in respect of the issuance of the Series A Preferred Shares), and (ii) all dividends declared and unpaid with respect to such shares. If, upon any such Liquidation Event and after full payment of the amounts due to the holders of the Series E Preferred Shares, the Series D Preferred Shares, the Series C Preferred Shares and the Series B Preferred Shares under Sections 11.1(b)(i) and Sections 11.1(b)(ii), Section 11.1(b)(iii) and Section 11.1(b)(iv) above, the remaining assets of the Company legally available for distribution shall be insufficient to make payment of the foregoing amounts in full on all the Series A Preferred Shares, then such assets shall be distributed among the holders of the Series A Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon.

(vi) After setting aside or paying in full the amounts due to the holders of the Series E Preferred Shares, the Series D Preferred Shares, the Series C Preferred Shares, Series B Preferred Shares and Series A Preferred Shares under Section 11.1(b)(i) Sections 11.1(b)(ii), Section 11.1(b)(iii), Section 11.1(b)(iv) and Section 11.1(b)(v) above, before any distribution or payment shall be made to the holders of the Common Shares, each holder of the Class A Preferred Shares shall be entitled to receive, with respect to the Class A Preferred Shares then held by such holder, an amount equal to 100% of the price paid to the Company for the issuance of such Class A Preferred Shares, plus (i) an amount thereon equal to a 6% per annum rate of return, compounded

annually, from the issuance of the Class A Preferred Shares, and (ii) all dividends declared and unpaid with respect to such shares. If, upon any such Liquidation Event and after full payment of the amounts due to the holders of the Series E Preferred Shares, the Series D Preferred Shares, the Series C Preferred Shares, the Series B Preferred Shares and the Series A Preferred Shares under Sections 11.1(b)(i), Sections 11.1(b)(ii), Section 11.1(b)(iii), Section 11.1(b)(iv) and Section 11.1(b)(v) above, the remaining assets of the Company legally available for distribution shall be insufficient to make payment of the foregoing amounts in full on all the Class A Preferred Shares, then such assets shall be distributed among the holders of the Class A Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon.

(vii) After distribution or payment in full of the amount distributable or payable pursuant to Section 11.1(b)(i), Sections 11.1(b)(ii), Section 11.1(b)(iii), Section 11.1(b)(iv), Section 11.1(b)(v) and Section 11.1(b)(vi) above, respectively, the remaining assets of the Company legally available for distribution shall be distributed ratably among the holders of the outstanding Shares on an as-converted basis.

(b) The following events shall be treated as a liquidation (the “ Liquidation Event ”) under Section 11.1(a) unless waived in writing by Ctrip (so long as Ctrip continues to hold no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis), Crawford (provided that Crawford’s waiver shall not be required if a Crawford Default has occurred or if Crawford then holds less than 5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis), GS (so long as GS continues to hold no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis), CDH (so long as CDH continues to hold no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis) and Qiming (so long as Qiming continues to hold no less than 4.5% of the Company’s then total outstanding share capital on a Fully-Diluted Basis): (i) any liquidation, winding-up, or dissolution of any member of the Company Group, (ii) any merger, amalgamation or consolidation of any member of the Company Group with or into any Person, or any other corporate reorganization, or any other transaction or series of transactions, as a result of which the shareholders of the Company immediately prior to such transaction or series of transactions will cease to own a majority of the Equity Securities or voting power of the surviving entity immediately following the consummation of such transaction or series of transactions, (iii) any sale of all or substantially all of the assets of any member of the Company Group to or from a third party unaffiliated with any member of the Company Group, including for the purposes of this clause (iii) the equity securities and/or contractual arrangements by which any member of the Company Group owns and/or Controls any other Company Group member and the licenses and permits necessary to conduct the business of the Company Group in the PRC, (iv) the exclusive licensing of all or substantially all of the Intellectual Property of any member of the Company Group to a third party unaffiliated with any member of the Company Group, and (v) the transfer (whether by merger, reorganization or other transaction) in which a majority of the outstanding voting power of the Company is transferred (excluding any sale of Shares by the Company for capital raising purposes).

11.2 Termination . This Section 11 shall terminate upon the closing of a Qualified IPO.

12. NOTIFICATION IN RELATION TO CRIMINAL OR REGULATORY INVESTIGATION.

The Company shall keep Ctrip, Crawford (so long as no Crawford Default has occurred ), GS, CDH and Qiming informed, on a current basis, of any events, discussions, notices or changes with respect to any Tax (other than ordinary course communications which could not reasonably be expected to be material to the Company), criminal or regulatory investigation or action involving any member of the Company Group, so that Ctrip, Crawford (if applicable), GS, CDH or Qiming will have the opportunity to take appropriate steps to avoid or mitigate any regulatory consequences to it or any of its Affiliates that might arise from such criminal or regulatory investigation or action and the Company Group shall reasonably cooperate with Ctrip, Crawford (so long as no Crawford Default has occurred), GS, CDH or Qiming and their respective Affiliates in an effort to avoid or mitigate any cost or regulatory consequences that might arise from such investigation or action (including by reviewing written submissions in advance, attending meetings with authorities, coordinating and providing assistance in meeting with regulators and, if requested by Ctrip, Crawford (if applicable), GS, CDH or Qiming making a public announcement of such matters).

13. CONFIDENTIALITY AND NON DISCLOSURE.

13.1 Disclosure of Terms. Each Party acknowledges that the terms and conditions (collectively, the “ Financing Terms ”) of this Agreement and the other Transaction Documents, any term sheet or memorandum of understanding entered into pursuant to the transactions contemplated hereby and thereby, and all exhibits, schedules and amendments hereto and thereto, the transactions contemplated hereby and thereby, including their existence and all information of a confidential nature furnished by any Party hereto and by representatives of such Party to any other Party hereto or any of the representatives of such Party shall be considered confidential information (the “ Confidential Information ”) and shall not be disclosed by any Party hereto to any third party except in accordance with the provisions set forth below. Each Investor agrees to cause any of the representatives of such Investor (including the directors and observers designated thereby) to keep all Confidential Information confidential.

13.2 Press Releases. Each member of the Company Group shall not make any announcement disclosing the Investors’ investment in the Company under the Series E Share Purchase Agreement, the Series D Share Purchase Agreement, or the Series C Share Purchase Agreement, any of the Financing Terms or the name of Goldman, Sachs & Co. (or any part or any derivations thereof) or Crawford or any of Crawford’s Affiliates (including without limitation Enterprise Holdings, Inc. and its Subsidiaries) or Ctrip or any of Ctrip’s Affiliates in a press release, public announcement, conference, professional or trade publication, mass marketing materials or other public disclosure without obtaining in each instance the prior written consent of Ctrip, Crawford, GS, CDH, and Qiming. Each Investor may request to review and edit such portion of any announcements in the foregoing sentence as discusses or otherwise refers to such Investor, such as the name and description of such Investor. The Series E Investor shall not make any announcement disclosing its investment in the Company under the Series E Share Purchase Agreement, any of the Financing Terms or the name of any member of the Company Group or the Founder (or any part or any derivations thereof) in a press release, public announcement, conference, professional or trade publication, mass marketing materials or other public disclosure

without obtaining in each instance the prior written consent of the Company. The Company may request to review and edit such portion of any announcements in the foregoing sentence as discusses or otherwise refers to the Company, such as the name and description of any member of the Company Group or the Founder.

13.3 Permitted Disclosures. Notwithstanding anything in the foregoing to the contrary and subject to applicable Law:

(a) each member of the Company Group and the Investors may disclose (i) the Confidential Information to its current or bona fide prospective investors, Affiliates and their respective employees, bankers, lenders, accountants, legal counsels, business partners or representatives or advisors who need to know such information, in each case only where such Persons are informed of the confidential nature of the Confidential Information and are under appropriate nondisclosure obligations substantially similar to those set forth in this Section 13 , (ii) such Confidential Information as is required to be disclosed pursuant to routine examination requests from Governmental Authorities with authority to regulate such Party’s operations, in each case as such Party reasonably deems appropriate, (iii) the Confidential Information to any Governmental Authority in connection with an IPO of the Company, or a Registration Statement for a subsequent securities offering, provided that any affected Investor shall have the right to review and comment on any such Confidential Information related to it for a reasonable period of time (but in any event no more than three (3) business days) prior to the filing of its IPO or other Registration Statement, and (iv) the Confidential Information to any Person to which disclosure is approved in writing by the other Parties hereto. Any Party hereto may also provide disclosure in order to comply with applicable Laws, as set forth in Section 13.4 below.

(b) each Investor (and its fund manager) may, without disclosing the identities of the other Investors or the terms of their respective investments in the Company without their or the Company’s consent, disclose such Investor’s investment in the Company to third parties or to the public at its sole discretion and in relation thereto may use the Company’s logo and trademark (without requiring the Company’s further consent). If it does so, the other Parties shall have the right to disclose to third parties any such information disclosed in a press release or other public announcement by such Investor.

(i) any Confidential Information to such Investor’s Affiliate, such Investor’s and/or its fund manager’s and/or its Affiliate’s legal counsel, fund manager auditor, insurer, accountant, consultant or to an officer, director, general partner, limited partner, fund manager, shareholder, investor, bona fide potential investor, counsel or advisor, or employee of such Investor and/or any of its Affiliate; provided, however, that any such Person shall be advised of the confidential nature of the Confidential Information and are under appropriate nondisclosure obligations substantially similar to those set forth in this Section 13 ;

(ii) any information for fund and inter-fund reporting purposes;

(iii) any information as required by Law, Government Authorities, and/or exchanges, subject to the provision in Section 13.4 below;

(iv) any information to bona fide prospective purchasers/investors of any share, security or other interests in the Company; and/or

(v) any information contained in press releases or public announcements of the Company pursuant to Section 13.2 above;

provided that, other than disclosures made to its direct limited partners on a needed basis, no Investor may disclose any Confidential Information to any Company Competitor (including any Company Global Competitor) without the prior written consent of the Company, which consent shall not be unreasonably withheld.

13.4 Legally Compelled Disclosure. In the event that any Party is requested or becomes legally compelled (including without limitation, pursuant to any applicable tax, securities, or other Laws of any jurisdiction) to disclose any Confidential Information, such Party (the “ Disclosing Party ”) shall provide the other Parties hereto with prompt written notice of that fact and shall consult with the other Parties hereto regarding such disclosure. At the request of the other Parties, the Disclosing Party shall, to the extent reasonably possible and with the cooperation and reasonable efforts of the other Parties, seek a protective order, confidential treatment or other appropriate remedy. In any event, the Disclosing Party shall furnish only that portion of the information that is legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such information.

13.5 Other Exceptions. Notwithstanding any other provision of this Section 13 , the confidentiality obligations of the Parties under this Section 13 shall not apply to: (i) information which a restricted party learns from a third party having the right to make the disclosure, provided the restricted party complies with any restrictions imposed by the third party; (ii) information which is rightfully in the restricted party’s possession prior to the time of disclosure by the protected party and not acquired by the restricted party under a confidentiality obligation; (iii) information which was in the public domain or otherwise known to the restricted party before it is furnished to it by another party hereto or, after it is furnished to that restricted party, enters the public domain without breach by that restricted party of this Section 13 ; (iv) information disclosed by any director or observer of the Company to its appointer or any of its Affiliates or to any person to whom disclosure would be permitted in accordance with the foregoing provisions of this Section 13 or (v) information which a restricted party develops independently without reference to the Confidential Information.

13.6 Other Information. The provisions of this Section 13 shall be in addition to, and not in substitution for, the provisions of any separate nondisclosure agreement executed by any of the Parties with respect to the transactions contemplated hereby.

13.7 Survival. The obligations of each Party hereto under this Section 13 shall survive and continue to be binding upon such Party for a period of three (3) years after the earlier of (i) the termination of this Agreement; and (ii) the first date that such Party no longer holds any Shares and ceases to be a Party to this Agreement.

14. Miscellaneous.

14.1 Governing Law. This Agreement shall be governed by and construed under the Laws of Hong Kong.

14.2 Dispute Resolution.

(a) Any dispute, controversy or claim (each, a “ Dispute ”) arising out of or relating to this Agreement, or the interpretation, breach, termination or validity hereof, shall be resolved at the first instance through consultation between the parties to such Dispute. Such consultation shall begin immediately after any party has delivered written notice to any other party to the Dispute requesting such consultation.

(b) If the Dispute is not resolved within thirty (30) days following the date on which such notice is given, the Dispute shall be submitted to arbitration upon the request of any party to the Dispute with notice to each other party to the Dispute (the “ Arbitration Notice ”).

(c) The Dispute shall be settled by arbitration in Hong Kong by the Hong Kong International Arbitration Centre (the “ HKIAC ”) in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules (the “ HKIAC Rules ”) in force when the Dispute is submitted in accordance with the HKIAC Rules. There shall be one (1) arbitrator. The HKIAC Council shall select the arbitrator, who shall be qualified to practice law in Hong Kong..

(d) The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply the HKIAC Administered Arbitration Rules, as in effect at the time of the commencement of the arbitration. However, if such rules are in conflict with the provisions of this Section 14.2 , including the provisions concerning the appointment of arbitrators, the provisions of this Section 14.2 shall prevail.

(e) The arbitrator shall decide any dispute submitted by the parties to the arbitration tribunal strictly in accordance with the substantive Law of Hong Kong and shall not apply any other substantive Law.

(f) Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal.

(g) The Parties to this Agreement agree to the consolidation of arbitrations under the Transaction Documents in accordance with the provisions of this Section 14.2 .

(i) In the event of two or more arbitrations having been commenced under any of the Transaction Documents, the tribunal in the arbitration first filed (the “ Principal Tribunal ”) may in its sole discretion, upon the application of any party to the arbitrations, order that the proceedings be consolidated before the Principal Tribunal if (1) there are issues of fact and/or law common to the arbitrations, (2) the interests of justice and efficiency would be served by such a consolidation, and (3) no prejudice would be caused to any party in any material respect as a result of such consolidation, whether through undue delay or otherwise. Such application shall be made as soon as practicable and the party making such application shall give notice to the other parties to the arbitrations.

(ii) The Principal Tribunal shall be empowered to (but shall not be obliged to) order at its discretion, after inviting written (and where desired oral) representations from the parties that all or any of such arbitrations shall be consolidated or heard together and/or that the arbitrations be heard immediately after another and shall establish a procedure accordingly. All parties shall take such steps as are necessary to give effect and force to any orders of the Principal Tribunal.

(iii) If the Principal Tribunal makes an order for consolidation, it: (1) shall thereafter, to the exclusion of other arbitral tribunals, have jurisdiction to resolve all disputes forming part of the consolidation order; (2) shall order that notice of the consolidation order and its effect be given immediately to any arbitrators already appointed in relation to the disputes that were consolidated under the consolidation order; and (3) may also give such directions as it considers appropriate (i) to give effect to the consolidation and make provision for any costs which may result from it (including costs in any arbitration rendered functus officio under this Section 14.2 ); and (ii) to ensure the proper organization of the arbitration proceedings and that all the issues between the parties are properly formulated and resolved.

(iv) Upon the making of the consolidation order, any appointment of arbitrators relating to arbitrations that have been consolidated by the Principal Tribunal (except for the appointment of the arbitrators of the Principal Tribunal itself) shall for all purposes cease to have effect and such arbitrators are deemed to be functus officio, on and from the date of the consolidation order. Such cessation is without prejudice to (1) the validity of any acts done or orders made by such arbitrators before termination, (2) such arbitrators’ entitlement to be paid their proper fees and disbursements and (3) the date when any claim or defense was raised for the purpose of applying any limitation period or any like rule or provision.

(v) The Parties hereby waive any objections they may have as to the validity and/or enforcement of any arbitral awards made by the Principal Tribunal following the consolidation of disputes or arbitral proceedings in accordance with this Section 14.2 where such objections are based solely on the fact that consolidation of the same has occurred.

(h) During the course of the arbitration tribunal’s adjudication of the dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.

(i) The award of the arbitration tribunal shall be final and binding upon the parties, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award.

14.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile and e-mailed copies of signatures shall be deemed to be originals for purposes of the effectiveness of this Agreement.

14.4 Notices. Any notice required or permitted pursuant to this Agreement shall be given in writing and shall be given either personally or by sending it by next-day or second-day courier service, fax, electronic mail or similar means to the address as shown below the signature

of such Party on the signature page of this Agreement (or at such other address as such Party may designate by fifteen (15) days’ advance written notice to the other Parties to this Agreement given in accordance with this Section 14.4 ). Where a notice is sent by next-day or second-day courier service, service of the notice shall be deemed to be effected by properly addressing, pre-paying and sending by next-day or second-day service through an internationally-recognized courier a letter containing the notice, with a confirmation of delivery, and to have been effected at the expiration of two days after the letter containing the same is sent as aforesaid. Where a notice is sent by fax or electronic mail, service of the notice shall be deemed to be effected by properly addressing, and sending such notice through a transmitting organization, with a written confirmation of delivery, and to have been effected on the day the same is sent as aforesaid.

14.5 Headings and Titles. Headings and titles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

14.6 Expenses. If any action at Law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing Party shall be entitled to reasonable attorneys’ fees, costs and necessary disbursements in addition to any other relief to which such Party may be entitled.

14.7 Amendments and Waivers; Termination. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of each of the Company, the Founder, GS, CDH, Qiming, Crawford (provided that Crawford’s consent shall not be required if a Crawford Default has occurred) and Ctrip, provided that an amendment or waiver shall not be effective or enforceable against a particular Investor in respect of a particular series of Preferred Shares held by such Investor without such Investor’s written consent if such amendment or waiver materially and adversely affects the rights pertinent to the Preferred Shares held by such Investor in a manner that is different from the effect thereof on the rights pertinent to other Preferred Shares of the same series held by all the other Investors; provided further that any party may waive its/his rights hereunder without the consent of any other parties. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each of the Parties hereto. For the avoidance of doubt, all rights of an Investor under this Agreement shall cease when it no longer holds any Shares of the Company.

14.8 Intentionally Reserved .

14.9 Severability . If a provision of this Agreement is held to be unenforceable under applicable Laws, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

14.10 Successors and Assigns. Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties hereto whose rights or obligations hereunder are affected by such terms and conditions. This Agreement, and the rights of any party hereunder, shall not be assigned, and the obligations of any party hereunder shall not be transferred, without the mutual written consent of the Parties hereto, provided that, except as otherwise provided in this Agreement, each Investor may assign its rights and obligations to an Affiliate of such Investor or a

transferee of the transfer in connection with the Equity Securities held by such Investor made in compliance with the Transaction Documents without consent of the other Parties under this Agreement. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the Parties hereto or their respective successors and permitted assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

14.11 Rights Cumulative. Each and all of the various rights, powers and remedies of a Party hereto will be considered to be cumulative with and in addition to any other rights, powers and remedies which such Party may have at law or in equity in the event of the breach of any of the terms of this Agreement. The exercise or partial exercise of any right, power or remedy will neither constitute the exclusive election thereof nor the waiver of any other right, power or remedy available to such Party.

14.12 No Waiver. Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof will not be deemed a waiver of such term, covenant, or condition, nor will any waiver or relinquishment of, or failure to insist upon strict compliance with, any right, power or remedy power hereunder at any one or more times be deemed a waiver or relinquishment of such right, power or remedy at any other time or times.

14.13 No Presumption. The Parties acknowledge that any applicable Law that would require interpretation of any claimed ambiguities in this Agreement against the Party that drafted it has no application and is expressly waived. If any claim is made by a party relating to any conflict, omission or ambiguity in the provisions of this Agreement, no presumption or burden of proof or persuasion will be implied because this Agreement was prepared by or at the request of any party or its counsel.

14.14 No Conflict with Memorandum and Articles. In the event that the provisions of this Agreement conflict with any provision of the Memorandum and Articles, the provisions of this Agreement shall prevail and each of the Parties shall do all things and shall take all actions (including voting shares and procuring directors to vote) as may reasonably be necessary to effect the provisions of this Agreement and amend the Memorandum and Articles to remove such conflict to the fullest extent permitted by Law.

14.15 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any Party under this Agreement, upon any breach or default of any other Party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting Party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by Law or otherwise afforded to any party, shall be cumulative and not alternative.

14.16 Entire Agreement. This Agreement (including the Schedules hereto) constitutes the full and entire understanding and agreement among the Parties with regard to the subjects hereof and thereof, and supersedes all other agreements between or among any of the Parties with respect to the subject matter hereof. After the execution and delivery of this Agreement, to the extent that there is any conflict between this Agreement and any provision of any other agreement, arrangement or understanding between the Company and any holder of Equity Securities of the Company, the terms and conditions of this Agreement shall prevail.

14.17 Further Instruments and Actions. The Founder, the PRC Entities and the other Parties agree to execute such further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement (including voting shares and procuring Directors to vote). The Founder and PRC Entities agree to cooperate affirmatively with the Company and the Investors, to the extent reasonably requested by the Company or any Investor, to enforce rights and obligations pursuant hereto.

14.18 Several Liability; Exculpation Among Investors . The liability of the Investors under this Agreement shall be several and not joint and several. Each Investor acknowledges that it is not relying upon any person, firm or corporation, other than the Company and its officers and directors, in making its investment or decision to invest in the Company. Each Investor agrees that no Investor nor the respective controlling persons, officers, directors, partners, agents, or employees of any Investor shall be liable to any other Investor for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the purchase of an interest in the Company.

[ The remainder of this page has been left intentionally blank ]

IN WITNESS WHEREOF , the Parties have executed this Agreement as of the date first written above.

MEMBERS OF THE COMPANY GROUP:	SHANGHAI SMART BRAND AUTO DRIVING SERVICES CO., LTD.
	( 上海智明汽车驾驶服务有限公司 )

	By:	/s/ Ruiping Zhang
		Name: Ruiping Zhang
		Capacity:

	Address:		23/F Shengai Building
			88 Caoxi Road North
			Shanghai 200030
	Fax:		+86 21 5489 1121
	Attn:		Ruiping Zhang

	BEIJING SMART BRAND SUNSHINE LABOUR SERVICES CO., LTD.
	( 北京智明阳光劳务服务有限公司 )

	By:	/s/ Ruiping Zhang
		Name: Ruiping Zhang
		Capacity:

	Address:		23/F Shengai Building
			88 Caoxi Road North
			Shanghai 200030
	Fax:		+86 21 5489 1121
	Attn:		Ruiping Zhang

	CHONGQING SMART BRAND AUTO DRIVING TECHNIQUE SERVICES CO., LTD.
	( 重庆智明汽车驾驶技术服务有限公司 )


	By:	/s/ Ruiping Zhang
		Name: Ruiping Zhang
		Capacity:

	Address:		23/F Shengai Building
			88 Caoxi Road North
			Shanghai 200030
	Fax:		+86 21 5489 1121
	Attn:		Ruiping Zhang

[Signature Page to Third Amended IRA]

IN WITNESS WHEREOF , the Parties have executed this Agreement as of the date first written above.

MEMBERS OF THE COMPANY GROUP:	EHI AUTO SERVICES (HONG KONG) HOLDING LIMITED
	( 一嗨汽车服务（香港）控股有限公司 )


	By:	/s/ Ruiping Zhang
		Name: Ruiping Zhang
		Capacity:

	Address:		23/F Shengai Building
			88 Caoxi Road North
			Shanghai 200030
	Fax:		+86 21 5489 1121
	Attn:		Ruiping Zhang

	SHUZHI INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.
	( 树知信息技术（上海）有限公司 )


	By:	/s/ Ruiping Zhang
		Name: Ruiping Zhang
		Capacity:

	Address:		23/F Shengai Building
			88 Caoxi Road North
			Shanghai 200030
	Fax:		+86 21 5489 1121
	Attn:		Ruiping Zhang

	EHI AUTO SERVICES (JIANGSU) CO., LTD.
	( 一嗨汽车服务（江苏）有限公司 )

	By:	/s/ Ruiping Zhang
		Name: Ruiping Zhang
		Capacity:

	Address:		23/F Shengai Building
			88 Caoxi Road North
			Shanghai 200030
	Fax:		+86 21 5489 1121
	Attn:		Ruiping Zhang

[Signature Page to Third Amended IRA]

IN WITNESS WHEREOF , the Parties have executed this Agreement as of the date first written above.

COMPANY:	eHi Auto Services Limited


	By:	/s/ Ruiping Zhang
		Name: Ruiping Zhang
		Capacity:

	Address:		23/F Shengai Building
			88 Caoxi Road North
			Shanghai 200030
	Fax:		+86 21 5489 1121
	Attn:		Ruiping Zhang

[Signature Page to Third Amended IRA]

IN WITNESS WHEREOF , the Parties hereto have executed this Agreement as of the date first written above.

MEMBERS OF THE COMPANY GROUP:	SHANGHAI EHI CHENGSHAN CAR RENTAL CO., LTD
	( 上海一嗨成山汽车租赁有限公司 )


	By:	/s/ Ruiping Zhang
		Name: Ruiping Zhang
		Capacity:

	Address:		23/F Shengai Building
			88 Caoxi Road North
			Shanghai 200030
	Fax:		+86 21 5489 1121
	Attn:		Ruiping Zhang

	SHANGHAI EHAI SIPING CAR RENTAL CO., LTD.
	( 上海一嗨四平汽车租赁有限公司 )


	By:	/s/ Ruiping Zhang
		Name: Ruiping Zhang
		Capacity:

	Address:		23/F Shengai Building
			88 Caoxi Road North
			Shanghai 200030
	Fax:		+86 21 5489 1121
	Attn:		Ruiping Zhang

[Signature Page to Third Amended IRA]

IN WITNESS WHEREOF , the Parties have executed this Agreement as of the date first written above.

FOUNDER:

	By:	/s/ Ruiping Zhang
		Name: Ruiping Zhang
		ID/PASSPORT Number: 711188529

	Address:		23/F Shengai Building
			88 Caoxi Road North
			Shanghai 200030

	Fax:		+86 21 5489 1121

[Signature Page to Third Amended IRA]

IN WITNESS WHEREOF , the Parties have executed this Agreement as of the date first written above.

MEMBERS OF THE COMPANY GROUP:	SHANGHAI EHI CAR RENTAL CO., LTD
	( 上海一嗨汽车租赁有限公司 )


	By:	/s/ Ruiping Zhang
		Name: Ruiping Zhang
		Capacity:

	Address:		23/F Shengai Building
			88 Caoxi Road North
			Shanghai 200030
	Fax:		+86 21 5489 1121
	Attn:		Ruiping Zhang

	BEIJING EHI CAR RENTAL CO., LTD.
	( 北京一嗨汽车租赁有限公司 )


	By:	/s/ Ruiping Zhang
		Name: Ruiping Zhang
		Capacity:

	Address:		23/F Shengai Building
			88 Caoxi Road North
			Shanghai 200030
	Fax:		+86 21 5489 1121
	Attn:		Ruiping Zhang

[Signature Page to Third Amended IRA]

IN WITNESS WHEREOF , the Parties have executed this Agreement as of the date first written above.

MEMBERS OF THE COMPANY GROUP:	SHENYANG SHENHAI CAR RENTAL CO., LTD.
	( 沈阳沈嗨汽车租赁有限公司 )


	By:	/s/ Ruiping Zhang
		Name: Ruiping Zhang
		Capacity:

	Address:		23/F Shengai Building
			88 Caoxi Road North
			Shanghai 200030
	Fax:		+86 21 5489 1121
	Attn:		Ruiping Zhang


	SHENZHEN EHI CAR REPAIR SERVICES CO., LTD.
	( 深圳一嗨汽车维修服务有限公司 )


	By:	/s/ Ruiping Zhang
		Name: Ruiping Zhang
		Capacity:

	Address:		23/F Shengai Building
			88 Caoxi Road North
			Shanghai 200030
	Fax:		+86 21 5489 1121
	Attn:		Ruiping Zhang

[Signature Page to Third Amended IRA]

IN WITNESS WHEREOF , the Parties have executed this Agreement as of the date first written above.

MEMBERS OF THE COMPANY GROUP:	HAINAN EHI SELF DRIVE CAR SERVICES CO., LTD.
	( 海南一嗨自驾车服务有限公司 )

	By:	/s/ Ruiping Zhang
		Name: Ruiping Zhang
		Capacity:

	Address:		23/F Shengai Building
			88 Caoxi Road North
			Shanghai 200030
	Fax:		+86 21 5489 1121
	Attn:		Ruiping Zhang

	WUXI EHI CAR RENTAL CO., LTD.
	( 无锡一嗨汽车租赁有限公司 )

	By:	/s/ Ruiping Zhang
		Name: Ruiping Zhang
		Capacity:

	Address:		23/F Shengai Building
			88 Caoxi Road North
			Shanghai 200030
	Fax:		+86 21 5489 1121
	Attn:		Ruiping Zhang

	GUANGZHOU HAIDA CAR RENTAL CO. LTD.
	( 广州嗨达汽车租赁有限公司 )

	By:	/s/ Ruiping Zhang
		Name: Ruiping Zhang
		Capacity:

	Address:		1005, First Floor,
			436 Yanlin Road,
			Tianhe District, Guangzhou
	Fax:		+86 20 8770 5193
	Attn:		Ruiping Zhang

[Signature Page to Third Amended IRA]

IN WITNESS WHEREOF , the Parties hereto have executed this Agreement as of the date first written above.

MEMBERS OF THE COMPANY GROUP:	SHENZHEN EHI CAR RENTAL CO., LTD
	( 深圳一嗨汽车租赁有限公司 )


	By:	/s/ Ruiping Zhang
	Name: Ruiping Zhang
	Capacity:
	Address:		23/F Shengai Building
			88 Caoxi Road North
			Shanghai 200030
	Fax:		+86 21 5489 1121
	Attn:		Ruiping Zhang

	HANGZHOU EHAI CAR RENTAL CO., LTD.
	( 杭州一嗨汽车租赁有限公司 )


	By:	/s/ Ruiping Zhang
	Name: Ruiping Zhang
	Capacity:
	Address:		23/F Shengai Building
			88 Caoxi Road North
			Shanghai 200030
	Fax:		+86 21 5489 1121
	Attn:		Ruiping Zhang

[Signature Page to Third Amended IRA]

IN WITNESS WHEREOF , the Parties hereto have executed this Agreement as of the date first written above.

MEMBERS OF THE COMPANY GROUP:	SUZHOU EHI CAR RENTAL CO., TLD.
	( 苏州一嗨汽车租赁有限公司 )

	By:	/s/ Ruiping Zhang
	Name: Ruiping Zhang
	Capacity:

	Address:		23/F Shengai Building
			88 Caoxi Road North
			Shanghai 200030
	Fax:		+86 21 5489 1121
	Attn:		Ruiping Zhang

	SHIJIAZHUANG EHAI CAR RENTAL CO., LTD.
	( 石家庄一嗨汽车租赁有限公司 )

	By:	/s/ Ruiping Zhang
	Name: Ruiping Zhang
	Capacity:
	Address:		23/F Shengai Building
			88 Caoxi Road North
			Shanghai 200030
	Fax:		+86 21 5489 1121
	Attn:		Ruiping Zhang

	JIANGYIN EHAI CAR RENTAL CO., LTD.
	( 江阴一嗨汽车租赁有限公司 )

	By:	/s/ Ruiping Zhang
	Name: Ruiping Zhang
	Capacity:
	Address:		23/F Shengai Building
			88 Caoxi Road North
			Shanghai 200030
	Fax:		+86 21 5489 1121
	Attn:		Ruiping Zhang

[Signature Page to Third Amended IRA]

IN WITNESS WHEREOF , the Parties have executed this Agreement as of the date first written above.

MEMBERS OF THE COMPANY GROUP:	JINAN EHI CAR RENTAL CO., LTD.
	( 济南一嗨汽车租赁有限公司 )


	By:	/s/ Ruiping Zhang
		Name: Ruiping Zhang
		Capacity:

	Address:		23/F Shengai Building
			88 Caoxi Road North
			Shanghai 200030
	Fax:		+86 21 5489 1121
	Attn:		Ruiping Zhang

	CHONGQING EHI CAR RENTAL CO., LTD.
	( 重庆一嗨汽车租赁有限公司 )


	By:	/s/ Ruiping Zhang
		Name: Ruiping Zhang
		Capacity:

	Address:		23/F Shengai Building
			88 Caoxi Road North
			Shanghai 200030
	Fax:		+86 21 5489 1121
	Attn:		Ruiping Zhang

[Signature Page to Third Amended IRA]

IN WITNESS WHEREOF , the Parties have executed this Agreement as of the date first written above.

	ROCK STEADY INVESTMENTS LIMITED


	By:	/s/ Fong Cheung Ting
		Name: Fong Cheung Ting
		Capacity:

	Address:


	Fax:

	Attn:

[Signature Page to Third Amended IRA]

IN WITNESS WHEREOF , the Parties hereto have executed this Agreement on the date first written above.

INVESTOR:

	QIMING VENTURE PARTNERS II, L.P. ,
	a Cayman Islands exempted limited partnership

		By:	QIMING GP II, L.P. a Cayman Islands exempted limited partnership

		Its:	General Partner

			By:	QIMING CORPORATE GP II, LTD. a Cayman Islands corporation

			Its:	General Partner

			By:	/s/ John T. Zagula
			Its:	Managing Director


	QIMING VENTURE PARTNERS II-C, L.P. , a Cayman Islands exempted limited partnership

		By:	QIMING GP II, L.P. a Cayman Islands exempted limited partnership

		Its:	General Partner

			By:	QIMING CORPORATE GP II, LTD. a Cayman Islands corporation

			Its:	General Partner

			By:	/s/ John T. Zagula
			Its:	Managing Director

[Signature Page to Third Amended IRA]

IN WITNESS WHEREOF , the Parties hereto have executed this Agreement on the date first written above.

INVESTOR:

	QIMING MANAGING DIRECTORS FUND II, L.P. , a Cayman Islands exempted limited partnership

		By:	QIMING CORPORATE GP II, LTD., a Cayman Islands corporation

			By:	/s/ John T. Zagula
			Its:	Managing Director

[Signature Page to Third Amended IRA]

IN WITNESS WHEREOF , the Parties hereto have executed this Agreement on the date first written Above.

INVESTOR:	IGNITION GROWTH CAPITAL I, L.P. , a Delaware limited partnership

	IGNITION GROWTH GP, LLC, a Delaware limited liability company, General Partner


	By:	/s/ John T. Zagula

	Name:	John T. Zagula

	Title:	Managing Director

	Address:		11400 SE 6 th Street Suite 100
			Bellevue, WA98004
	Fax:		425.709.0798

	IGNITION GROWTH CAPITAL MANAGING DIRECTORS FUND I, LLC , a Delaware limited liability company


	By:	/s/ John T. Zagula

	Name:	John T. Zagula

	Title:	Managing Director

	Address:		11400 SE 6 th Street Suite 100
			Bellevue, WA98004
	Fax:		425.709.0798

[Signature Page to Third Amended IRA]

IN WITNESS WHEREOF , the Parties hereto have executed this Agreement on the date first written above.

INVESTOR:	CDH CAR RENTAL SERVICE LIMITED


	By:	/s/ Yan Huang
	Name: Yan Huang
	Capacity:
	Address:		1503, Level 15, International Commerce Centre, 1 Austin Road West, Kowloon, Hong Kong
	Fax:		+852 2810 7083

[Signature Page to Third Amended IRA]

IN WITNESS WHEREOF , the Parties hereto have executed this Agreement on the date first written above.

INVESTOR:	JAFCO ASIA TECHNOLOGY FUND IV


	By:	/s/ Junitsu Uchikata
	Name: Junitsu Uchikata
	Capacity:		Attorney
	Address:		JAFCO Investment (Asia Pacific) Ltd.
			10 Marina Boulevard
			Marina Bay Financial Centre Tower 2, #33-05
			Singapore 018983
	Fax:		+65 6221-3690
	Attention:		The President

	With a copy to:

	JAFCO INVESTMENT (HONG KONG) LTD
	Beijing Representative Office

	Address:		Room 817 Beijing Fortune Building No. 5 Dong San Huan Bei Lu Chao Yang District, Beijing 100004,
			China
	Fax :		+86 10 6590 9729
	Attention:		Chief Representative

[Signature Page to Third Amended IRA]

IN WITNESS WHEREOF , the Parties hereto have executed this Agreement on the date first written above.

INVESTOR:		NEW ACCESS INVESTMENTS GROUP LIMITED


		By:	/s/ Qian Xuefeng
		Name: Qian Xuefeng
		Capacity:
		Address:		P.O. Box 173,
				Kingston Chambers,
				Road Town, Tortola,
				British Virgin Islands
		Fax:		86-21-51748557


	NEW ACCESS CAPITAL INTERNATIONAL LIMITED


	By:	/s/ Qian Xuefeng
	Name: Qian Xuefeng
	Capacity:

	Address:

	Fax: 86-21-51748557

[Signature Page to Third Amended IRA]

IN WITNESS WHEREOF , the Parties hereto have executed this Agreement as of the date first written above .

INVESTOR:	GS CAR RENTAL HK LIMITED


	By:	/s/ Dominique LE GAL /s/ Marie-Florence GESTE

	Name:	Dominique LE GAL	Marie-Florence GESTE

	Title:	Manager	Manager

	Address: Level 28, Three Pacific Place
	1 Queen’s Road East
	Hong Kong

	Fax: +852 2978 0440

INVESTOR:	GS CAR RENTAL HK PARALLEL LIMITED


	By:	/s/ Dominique LE GAL /s/ Marie-Florence GESTE

	Name:	Dominique LE GAL	Marie-Florence GESTE

	Title:	Manager	Manager

	Address: Level 28, Three Pacific Place
	1 Queen’s Road East
	Hong Kong

	Fax: +852 2978 0440

[Signature Page to Third Amended IRA]

IN WITNESS WHEREOF , the Parties hereto have executed this Agreement as of the date first written above.

INVESTOR :	THE CRAWFORD GROUP, INC.


	By:	/s/ William W. Snyder
		Name: William W. Snyder
		Capacity: CFO/VP

	Address :		600 Corporate Park Drive
			St. Louis, Mo. 63015 USA

	Fax:		314-512-5226

IN WITNESS WHEREOF , the Parties hereto have executed this Agreement as of the date first written above.

INVESTOR :	CTRIP INVESTMENT HOLDING LTD.


	By:	/s/ James Liang
		Name:
		Capacity:
		Address :

		Fax:

SCHEDULE A

LIST OF INVESTORS

Name	Type & Jurisdiction	Address

CLASS A INVESTORS

QIMING VENTURE PARTNERS II, L.P.	Limited Partnership Cayman Islands	11400 SE Sixth Street Suite 100 Bellevue, Washington 98004 Attention: Robert Headley Phone: (425) 709-0772 Fax: (425) 709-0798

QIMING VENTURE PARTNERS II-C, L.P.	Limited Partnership Cayman Islands	11400 SE Sixth Street Suite 100 Bellevue, Washington 98004 Attention: Robert Headley Phone: (425) 709-0772

QIMING MANAGING DIRECTORS FUND II, L.P.	Limited Partnership Cayman Islands	11400 SE Sixth Street Suite 100 Bellevue, Washington 98004 Attention: Robert Headley Phone: (425) 709-0772

IGNITION GROWTH CAPITAL I, L.P.	Limited Partnership Delaware	2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808

IGNITION GROWTH CAPITAL MANAGING DIRECTORS FUND I, LLC	Limited Partnership Delaware	2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808

CDH CAR RENTAL SERVICE LIMITED	International Business Company British Virgin Islands	Maples Corporate Services (BVI) Limited, PO Box 173 Kingston Chambers Road Town, Tortola British Virgin Islands

NEW ACCESS CAPITAL INTERNATIONAL LIMITED	Company British Virgin Islands	P.O. Box 173, Kingston Chambers, Road Town, Tortola, British Virgin Islands

THE CRAWFORD GROUP, INC.	Missouri	600 Corporate Park Drive, St.

	Corporation	Louis, Missouri 63105, the United States

SERIES A INVESTORS

QIMING VENTURE PARTNERS II, L.P.	Limited Partnership Cayman Islands	11400 SE Sixth Street Suite 100 Bellevue, Washington 98004 Attention: Robert Headley Phone: (425) 709-0772 Fax: (425) 709-0798

QIMING VENTURE PARTNERS II-C, L.P.	Limited Partnership Cayman Islands	11400 SE Sixth Street Suite 100 Bellevue, Washington 98004 Attention: Robert Headley Phone: (425) 709-0772

QIMING MANAGING DIRECTORS FUND II, L.P.	Limited Partnership Cayman Islands	11400 SE Sixth Street Suite 100 Bellevue, Washington 98004 Attention: Robert Headley Phone: (425) 709-0772

IGNITION GROWTH CAPITAL I, L.P.	Limited Partnership Delaware	2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808

IGNITION GROWTH CAPITAL MANAGING DIRECTORS FUND I, LLC	Limited Partnership Delaware	2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808

SERIES B INVESTORS

QIMING VENTURE PARTNERS II, L.P.	Limited Partnership Cayman Islands	PO Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands

QIMING VENTURE PARTNERS II-C, L.P.	Limited Partnership Cayman Islands	PO Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands

QIMING MANAGING DIRECTORS FUND II, L.P.	Limited Partnership Cayman Islands	PO Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands

IGNITION GROWTH CAPITAL I, L.P.	Limited Partnership Delaware	2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808

IGNITION GROWTH CAPITAL MANAGING DIRECTORS FUND I, LLC	Limited Partnership Delaware	2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808

CDH CAR RENTAL SERVICE LIMITED	International Business Company British Virgin Islands	Maples Corporate Services (BVI) Limited, PO Box 173 Kingston Chambers Road Town, Tortola British Virgin Islands

JAFCO ASIA TECHNOLOGY FUND IV	Exempted Company Cayman Islands	Walkers Corporate Services Limited, Walker House, 87 Mary Street, George Town, Grand Cayman, KY1-9005, Cayman Islands

NEW ACCESS INVESTMENTS GROUP LIMITED	Company British Virgin Islands	P.O. Box 173, Kingston Chambers, Road Town, Tortola, British Virgin Islands

ROCK STEADY INVESTMENTS LIMITED	Company British Virgin Islands	Sea Meadow House, Blackburne Highway, (P.O. Box 116), Road Town, Tortola, British Virgin Islands

SERIES C INVESTORS

GS CAR RENTAL HK LIMITED	Hong Kong	Level 28, Three Pacific Place, 1 Queen’s Road East, Hong Kong

GS CAR RENTAL HK PARALLEL LIMITED	Hong Kong	Level 28, Three Pacific Place, 1 Queen’s Road East, Hong Kong

CDH CAR RENTAL SERVICE LIMITED	International Business Company British Virgin Islands	Maples Corporate Services (BVI) Limited, PO Box 173 Kingston Chambers Road Town, Tortola British Virgin Islands

JAFCO ASIA TECHNOLOGY FUND IV	Exempted Company Cayman Islands	Walkers SPV Limited, Walker House, 87 Mary Street, George Town, Grand Cayman, Cayman Islands

NEW ACCESS INVESTMENTS	Company	P.O. Box 173, Kingston

GROUP LIMITED	British Virgin Islands	Chambers, Road Town, Tortola, British Virgin Islands

QIMING VENTURE PARTNERS II, L.P.	Limited Partnership Cayman Islands	PO Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands

QIMING VENTURE PARTNERS II-C, L.P.	Limited Partnership Cayman Islands	PO Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands

QIMING MANAGING DIRECTORS FUND II, L.P.	Limited Partnership Cayman Islands	PO Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands

IGNITION GROWTH CAPITAL I, L.P.	Limited Partnership Delaware	2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808

IGNITION GROWTH CAPITAL MANAGING DIRECTORS FUND I, LLC	Limited Partnership Delaware	2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808

SERIES D INVESTOR

THE CRAWFORD GROUP, INC.	Missouri Corporation	600 Corporate Park Drive, St. Louis, Missouri 63105, the United States

SERIES E INVESTOR

CTRIP INVESTMENT HOLDING LTD.	Cayman Islands Corporation	Offshore Incorporations (Cayman) Limited, Floor 4, Willow House, Cricket Square, P.O. Box 2804, Grand Cayman KY1-1112, Cayman Islands

IGNITION GROWTH CAPITAL I, L.P.	Limited Partnership Delaware	2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808

IGNITION GROWTH CAPITAL MANAGING DIRECTORS FUND I, LLC	Limited Partnership Delaware	2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808

SCHEDULE B

LIST OF MEMBERS OF THE COMPANY GROUP

Name	Type & Jurisdiction	Address

eHi Auto Services Limited	Limited Liability Company Cayman Islands	the offices of Offshore Incorporations (Cayman) Limited, Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman KY1-1112, Cayman Islands

eHi Auto Services (Hong Kong) Holding Limited 一嗨汽车服务（香港）控股有限公司	Company Limited by Shares Hong Kong	12th Floor Ruttonjee House, 11 Duddell Street, Central, Hong Kong

Shuzhi Information Technology (Shanghai) Co., Ltd. 树知信息技术（上海）有限公司	Wholly Foreign — owned Enterprise PRC	Unit 406, Block 49, 555 Wenxi Road, Shanghai ( 上海市闻喜路 555 弄 49 号 406 室 )

eHi Auto Services (Jiangsu) Co., Ltd. 一嗨汽车服务（江苏）有限公司	Wholly Foreign — owned Enterprise PRC	No. 668, Shi Er Road, Dingmao Jing, New District, Zhenjiang, Jiangsu Province ( 镇江新区丁卯经十二路 668 号 )

Shanghai eHi Car Rental Co., Ltd. 上海一嗨汽车租赁有限公司	Sino-foreign Equity Joint Venture PRC	Unit 409, Block 49, 555 Wenxi Road, Shanghai ( 上海市闻喜路 555 弄 49 号 409 室 )

Beijing eHi Car Rental Co., Ltd. 北京一嗨汽车租赁有限公司	Limited Liability Company PRC	Unit 1, 11/F, Block 5, 38 Garden Road North, Haidian District, Beijing ( 北京市海淀区花园北路 38 号 5 号楼 11 层 1 号 )

Jinan eHi Car Rental Co., Ltd. 济南一嗨汽车租赁有限公司	Limited Liability Company PRC	Suite 111, Block No.2, Building No.6, Qun Sheng Hua Cheng, Jing Yi Wei Liu Road, Huaiyin District, Jinan, Shandong Province ( 济南市槐荫区经一纬六路群盛华城 6 号楼 2 单元 111 室 )

Chongqing eHi Car Rental Co., Ltd. 重庆一嗨汽车租赁有限公司	Limited Liability Company PRC	Sub No. 49, 56 Taishan Avenue East Section, Northern New District, Chongqing ( 重庆市北部

		新区泰山大道东段 56 号附 49 号 )

Hainan eHi Self-Drive Car Services Co., Ltd. 海南一嗨自驾车服务有限公司	Limited Liability Company PRC	Shop B12, 1/F, Hui Jin Ming Cheng, No. 27 Da Tong Road, Haikou, Hainan Province ( 海口市大同路 27 号汇锦名城一层 B12 商铺 )

Wuxi eHi Car Rental Co., Ltd. 无锡一嗨汽车租赁有限公司	Limited Liability Company PRC	37 Beida Street, Beitang District, Wuxi, Jiangsu Province ( 无锡市北塘区北大街 37 号 )

Guangzhou Haida Car Rental Co. Ltd. 广州嗨达汽车租赁有限公司	Limited Liability Company PRC	Shop 1005, First Floor, 436 Yanling Road, Tianhe District, Guangzhou, Guangdong Province ( 广州市天河区燕岭路 436 号首层自编 1005 铺 )

Shenyang Shenhai Car Rental Co., Ltd. 沈阳沈嗨汽车租赁有限公司	Limited Liability Company PRC	No.176 Xiao Shen Zi Street, Dadong District, Shenyang, Liaoning Province ( 沈阳市大东区小什字街 176 号 )

Shenzhen eHi Car Repair Services Co., Ltd. 深圳一嗨汽车维修服务有限公司	Limited Liability Company PRC	Suite 101, Block 3, Zhuguang Second Industrial Zone, Taoyuan Jie Dao, Nanshan District, Shenzhen, Guangdong Province ( 深圳市南山区桃源街道珠光第二工业区 3 栋 101 室 )

Shanghai Smart Brand Auto Driving Services Co., Ltd. 上海智明汽车驾驶服务有限公司	Limited Liability Company PRC	Suite 3226, 3/F, No.471 Fen Xi Road, Shanghai ( 上海市汾西路 471 号三楼 3326 室 )

Beijing Smart Brand Sunshine Labour Services Co., Ltd. 北京智明阳光劳务服务有限公司	Limited Liability Company PRC	2-0721, 7/F, Block 16, Yi Cheng Yuan, Cheng Nan Jia Yuan, Fengtai District, Beijing ( 北京市丰台区城南嘉园益城园 16 号楼 7 层 2-0721)

Chongqing Smart Brand Auto Driving Technique Services Co., Ltd. 重庆智明汽车驾驶技术服务有限公司	Limited Liability Company PRC	Sub No.49, No.56 Taishan Avenue East Section, Yubei District, Chongqing ( 重庆市渝北区泰山大道东段 56 号附 49)

Shanghai eHi Chengshan Car Rental Co., Ltd. 上海一嗨成山汽车租赁有限公	Limited Liability Company PRC	No. 208 Chenshan Road, Pudong District, Shanghai ( 上海市浦东新区成山路 208 号 )

司

Shanghai eHi Siping Car Rental Co., Ltd. 上海一嗨四平汽车租赁有限公司	Limited Liability Company PRC	Suite 102, Building 4, No. 781 Sipin Road, Hongkong District, Shanghai ( 上海市虹口区四平路 781 号 4 幢 102 室 )

Suzhou eHi Car Rental Co., Ltd. 苏州一嗨汽车租赁有限公司	Limited Liability Company PRC	No. 343 Beihuan East Road, Suzhou ( 苏州市北环东路 343 号 )

Shijiazhuang eHi Car Rental Co., Ltd. 石家庄一嗨汽车租赁有限公司	Limited Liability Company PRC	1st Floor South Yutong International Sports Center, Changan District, Shijiazhuang ( 石家庄市长安区裕彤国际体育中心一层南部 14.5 轴前厅 )

Jiangyin eHi Car Rental Co., Ltd. 江阴一嗨汽车租赁有限公司	Limited Liability Company PRC	No. 232 Hongqiao South Road, Jiangyin ( 江阴市虹桥南路 232 号 )

Shenzhen eHi Car Rental Co., Ltd. 深圳一嗨汽车租赁有限公司	Limited Liability Company PRC	A13, Main Building, Yayuan Hotel, No. 1001 Dongmen North Road, Luohu District, Shenzhen ( 深圳市罗湖区东门北路 1001 号雅园宾馆主楼 A13 铺 )

Hanghzou eHi Car Rental Co., Ltd. 杭州一嗨汽车租赁有限公司	Limited Liability Company PRC	Suite 5-2, Building 2, Dong Fang Li Du Garden, Jianggan District, Hangzhou ( 杭州市江干区东方丽都花苑 2 幢商铺 5 号 -2)

SCHEDULE C

The Persons that comprise GS are wholly indirectly-owned by four Persons. Two of these Persons are partnerships formed under the laws of a state of the United States (the “US Funds”). The other two Persons are partnerships formed outside the US (the “non-US Funds”). Each Party acknowledges that neither the Code nor the U.S. Department of Treasury regulations thereunder clearly specify the appropriate method for computing the amount and/or value of stock owned, or treated as owned for US federal income tax purposes, by “United States shareholders” within the meaning of section 951(b) of the Code. In view of this uncertainty, each Party acknowledges and agrees that the value of GS owned, directly or indirectly by United States Persons has been determined as follows:

(1) The percentage of GS owned directly or indirectly by the US Funds has been treated as owned by United States Persons.

(2) A percentage of GS owned directly or indirectly by the non-US Funds has been treated as owned by United States Persons in an amount equal the product of (i) the percentage of GS owned by the non-US Funds and (ii) a fraction, the numerator of which is the total capital commitments to the non-US Funds from United States Persons and the denominator of which is the total capital commitments to the non-US Funds. For purposes of determining whether any partner in a non-US Fund is itself a “United States person,” GS has relied on the Internal Revenue Service Forms W-8BEN, W-8IMY, W-8ECI, W-8EXP and W-9, as applicable, submitted by the partners in the non-US Funds.

(3) A percentage of GS owned directly or indirectly by the non-US Funds has been treated as owned by United States Persons in an amount equal to the product of (i) the maximum profit or incentive allocation payable, if any, with respect to a capital commitment to the non-US Funds and (ii) a fraction, the numerator of which is the total capital commitments to the non-US Funds potentially subject to promote (if any) and the denominator of which is the total capital commitments to the non-US Funds.

Exhibit 4.5

Dated August 26, 2010

(1) Prudent Choice International Limited

(2) Mr. Ruiping Zhang

(3) Qiming Venture Partners II, L.P.

(4) Qiming Venture Partners II-C, L.P.

(5) Qiming Managing Directors Fund II, L.P.

(6) Ignition Growth Capital I, L.P.

(7) Ignition Growth Capital Managing Directors Fund I, LLC

(8) CDH Car Rental Service Limited

(9) JAFCO Asia Technology Fund IV

(10) New Access Capital International Limited

(11) GS Car Rental HK Limited

(12) GS Car Rental HK Parallel Limited

(13) Shuzhi Information Technology (Shanghai) Co., Ltd.

(14) Shanghai eHi Car Rental Co., Ltd.

(15) Shanghai eHi Business Co., Ltd.

(16) Beijing eHi Car Rental Co., Ltd.

(17) Jinan eHi Car Rental Co., Ltd.

(18) Chongqing eHi Car Rental Co., Ltd,

(19) Hainan eHi Self Drive Car Services Co., Ltd.

(20) Wuxi eHi Car Rental Co., Ltd.

(21) Guangzhou Haida Car Rental Co., Ltd.

SHARE PURCHASE AGREEMENT

For the Issuance of Series C Preferred Shares in

Prudent Choice International Limited

(a company limited by shares incorporated in the Cayman Islands)

TABLE OF CONTENTS

			Page

1.	Definitions		2

2.	Authorization, Sale and Purchase of Series C Preferred Shares and Warrants		10

	2.1	Authorization of Common Shares and Series C Preferred Shares	10

	2.2	Agreement to Purchase and Sell	10

	2.3	Closing	11

	2.4	Closing Deliverables	12

3.	Representations and Warranties of the Warrantors		13

4.	Representations and Warranties of Each Series C Investor		14

	4.1	Status	14

	4.2	Authorization	14

	4.3	Purchase for Own Account	14

	4.4	Restricted Securities	14

	4.5	Disclosure of Information	14

	4.6	Investment Experience	15

	4.7	Status of Investor	15

	4.8	Legends	15

5.	Conditions of Each Series C Investor’s Obligations at the Closing		15

6.	Conditions of the Company’s Obligations at the Closing		18

7.	Covenants; Other Agreements		18

	7.1	Confidentiality	18

	7.2	Use of Proceeds	21

	7.3	Compliance with Laws	21

	7.4	Compliance with Laws Regarding Anti-Bribery, Anti-Corruption, Anti-Money Laundering and Sanctions	21

	7.5	ESOP and Investors’ Options	22

	7.6	Covenants on Validity of Approvals	23

	7.7	Compliance with SAFE Rules and Regulations	23

	7.8	Lock-up Commitment	23

	7.9	Closing	24

	7.10	Covenants prior to a Qualified IPO	24

	7.11	Lease	24

	7.12	Intellectual Property Rights	24

	7.13	Restructuring	24

	7.14	Licensing	24

TABLE OF CONTENTS

			Page

	7.15	Social Security	24

	7.16	Third Party Service Providers	24

	7.17	Conduct of Business before Closing	24

	7.18	[Intentionally Reserved.]	25

	7.19	Founder’s Other Business	25

	7.20	No Promotion	25

	7.21	Compliance with obligations	25

	7.22	No Transfers	25

	7.23	D&O Insurance	25

	7.24	Related Party Transactions	25

	7.25	Cancellation of the 2010 Promissory Notes	25

	7.26	Registration with SAFE	26

8.	Miscellaneous		26

	8.1	Termination; Survival	26

	8.2	Successors and Assigns	26

	8.3	Indemnity	26

	8.4	Tax and Social Insurance Expenses	29

	8.5	Governing Law	29

	8.6	Dispute Resolution	29

	8.7	Notices	31

	8.8	Fees and Expenses	31

	8.9	Finder’s Fee	31

	8.10	Severability	32

	8.11	Amendments and Waivers	32

	8.12	No Waiver	32

	8.13	Rights Cumulative	32

	8.14	Delays or Omissions	32

	8.15	No Presumption	33

	8.16	Headings and Subtitles; Interpretation	33

	8.17	Counterparts	33

	8.18	No Commitment for Additional Financing	33

	8.19	Entire Agreement	33

	8.20	Conflict with Articles	34

	8.21	No Negotiation	34

TABLE OF CONTENTS

		Page

8.22	Signing and Binding	34

SCHEDULE A-1		MEMBERS OF THE COMPANY GROUP

SCHEDULE A-2		LIST OF SERIES A INVESTORS

SCHEDULE A-3		LIST OF SERIES B INVESTORS

SCHEDULE A-4		LIST OF SERIES C INVESTORS

SCHEDULE B-1		SCHEDULE OF INVESTMENT PARTICULARS

SCHEDULE B-2		SCHEDULE OF WARRANTS PARTICULARS

SCHEDULE B-3		SCHEDULE OF WARRANTS PARTICULARS

SCHEDULE C-1		CAPITALIZATION TABLE

SCHEDULE C-2		CAPITALIZATION TABLE

SCHEDULE D		COMPANY WARRANTIES

SCHEDULE E		LIST OF KEY EMPLOYEES OF THE COMPANY GROUP

EXHIBIT 1		FORM OF AMENDED ARTICLES

EXHIBIT 2		FORM OF INDEMNIFICATION AGREEMENT

EXHIBIT 3		FORM OF MANAGEMENT RIGHTS LETTER

EXHIBIT 4		FORM OF SHAREHOLDERS AGREEMENT

EXHIBIT 5		FORM OF SERIES B PREFERRED WARRANTS

EXHIBIT 6		FORM OF SERIES C-1 PREFERRED WARRANT

EXHIBIT 7		FORM OF SERIES C-2 PREFERRED WARRANT

EXHIBIT 8		FORM OF SERIES C-3 PREFERRED WARRANT

EXHIBIT 9		[RESERVED]

EXHIBIT 10		FORM OF CAYMAN ISLANDS LEGAL OPINION

EXHIBIT 11		FORM OF PRC LEGAL OPINION

EXHIBIT 12		FORM OF TERMINATION AGREEMENT

EXHIBIT 13		[RESERVED]

EXHIBIT 14		FORM OF WAIVER LETTER FROM MR. LIANG XIAOPING

EXHIBIT 15		FORM OF AMENDMENT AGREEMENT IN RELATION TO THE SHARE PURCHASE AGREEMENT DATED JULY 8, 2009

EXHIBIT 16		FORM OF DEED OF RELEASE

EXHIBIT 17		FORM OF EMPLOYMENT AGREEMENT

iii

SHARE PURCHASE AGREEMENT

THIS SHARE PURCHASE AGREEMENT (the “ Agreement ”) is made on August 26, 2010 (the “ Effective Date ”), by and among:

(1) Prudent Choice International Limited , a limited liability company organized and existing under the laws of the Cayman Islands with its registered office at the offices of Offshore Incorporations (Cayman) Limited, Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman KY1-1112, Cayman Islands (the “ Company ”);

(2) Mr. Ruiping Zhang , the holder of United States passport number 711188529 (the “ Founder ”);

(3) each member of the Company Group (as defined below) listed in Schedule A-1 attached hereto;

(4) the investors listed in Schedule A-2 attached hereto (the “ Series A Investors ”);

(5) the investors listed in Schedule A-3 attached hereto (the “ Series B Investors ”); and

(6) the investors listed in Schedule A-4 attached hereto (the “ Series C Investors ”, and each a “ Series C Investor ”; each of Series A Investors, Series B Investors and Series C Investors individually an “ Investor ” and collectively the “ Investors ”).

Each of the parties listed above referred to herein individually as a “ Party ” and collectively as the “ Parties ”.

RECITALS

A. The Company Group (as defined below) are currently engaged in the business of providing rental cars and related services in the PRC (the “ Business ”).

B. The Company desires to issue and sell to the Series C Investors, and the Series C Investors desire to purchase from the Company, Series C Preferred Shares, par value US$0.001 per share, of the Company pursuant to the terms and subject to the conditions of this Agreement.

C. The Company desires to issue Series C-1 Preferred Warrants to the Series A Investors and Series B Investors and to issue Series C-2 Preferred Warrants and Series C-3 Preferred Warrants to the Series C Investors, in each case free of charge, pursuant to the terms and subject to the conditions of this Agreement.

D. The Company Group, the Founder and the Investors desire to enter into this Agreement on the terms and conditions hereof.

WITNESSETH

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Definitions.

The following terms shall have the meanings ascribed to them below:

“ Affiliate ” means, with respect to a Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by, or is under common Control with, such Person (and for the purposes of this Agreement, “Affiliates” of GS Car Rental HK Limited and GS Car Rental HK Parallel Limited shall include Goldman, Sachs & Co. and/or its Affiliates).

“ Agreement ” has the meaning set forth in the Preamble of this Agreement.

“ Amended Articles ” means the Third Amended and Restated Memorandum of Association and Articles of Association of the Company, substantially in the form attached hereto as Exhibit 1 , adopted in accordance with the applicable Law on or before the Closing and which shall be in full force and effect as of the Closing.

“ Arbitration Notice ” has the meaning set forth in Section 8.6(ii) hereof.

“ Associated Person ” means, in relation to a Person, the following persons and concerns (as appropriate): (i) any Relative of such Person; (ii) any company in which more than fifty percent (50%) of the equity share capital is held, or is otherwise Controlled, either directly or indirectly by such Person, or any Relative of such Person or a firm, or any Relative of such Person is a partner or a member as the case may be; and (iii) any Subsidiary of a company specified in clause (ii) above.

“ Auditing Firm ” means each of Deloitte Touche Tohmatsu, Ernst & Young LLP, KPMG LLP, Pricewaterhouse Coopers LLP and their respective Affiliates.

“ Beijing eHi ” means Beijing eHi Car Rental Co., Ltd.

“ Board ” or “ Board of Directors ” means the board of directors of the Company.

“ Business ” has the meaning set forth in the Recitals.

“ CDH ” means CDH Car Rental Service Limited as set forth in Schedule A-3 .

“ CFC ” means a controlled foreign corporation as defined in the Code.

“ Chongqing eHi ” means Chongqing eHi Car Rental Co., Ltd.

“ Circular 75 ” has the meaning set forth in Section 16(iv) of Schedule D .

“ Closing ” has the meaning set forth in Section 2.3(a) hereof.

“ Closing Date ” has the meaning set forth in Section 2.3(a) hereof.

“ Code” means the U.S. Internal Revenue Code of 1986, as amended.

“ Common Shares ” means the common shares of the Company, par value US$0.001 per share, the rights and privileges of which are specified in the Amended Articles and the Shareholders Agreement.

“ Company ” has the meaning set forth in the Preamble of this Agreement.

“ Company Group ” means the Company and the PRC Entities, together with each Subsidiary of the aforementioned entities, and each Person (other than a natural person) that is, directly or indirectly, Controlled by any of the foregoing, including but not limited to each joint venture in which any of the foregoing holds more than fifty percent (50%) of the voting power. The particulars of the members of the Company Group as at the date of this Agreement are set forth in Schedule A-1 attached hereto.

“ Company Security Holders ” has the meaning in Section 16(iv) of Schedule D hereof.

“ Company Warranties ” has the meaning set forth in Section 3.1 hereof.

“ Confidential Information ” has the meaning set forth in Section 7.1(i) hereof.

“ Consideration ” has the meaning set forth in Section 2.2(a) hereof.

“ Contract ” means, as to any Person, any provision of any security issued by such Person or any oral or written contract, agreement, undertaking, understanding, indenture, note, bond, loan, instrument, lease, mortgage, deed of trust, franchise, or license to which such Person is a party or by which such Person or any of its property is bound.

“ Control ” of a given Person means the power or authority, whether exercised or not, to direct the business, management, policies or activities of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; provided , that such power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to direct the vote of more than fifty percent (50%) of the votes entitled to be cast at a meeting of the members or shareholders of such Person or power to control the composition of a majority of the board of directors of such Person. The terms “Controlled” and “Controlling” have meanings correlative to the foregoing.

“ Conversion Shares ” means Common Shares issuable upon conversion of the Series C Preferred Shares.

“ Convertible Securities ” means, with respect to any specified Person, any equity securities convertible or exchangeable into any shares of any class of such specified Person, however described and whether voting or non-voting.

“ Disclosing Party ” has the meaning set forth in Section 7.1(iv) hereof.

“ Disclosure Schedule ” has the meaning set forth in Section 3.1 hereof.

“ Dispute ” has the meaning set forth in Section 8.6(i) hereof.

“ Domestic Resident ” has the meaning set forth in Circular 75 and/or other Law related to Circular 75 .

“ Effective Date ” has the meaning set forth in the Preamble of this Agreement.

“ Environmental Law ” means any and all applicable PRC or non-PRC Law, authorization by any Governmental Authority, or any other requirement of any Governmental Authority relating to (i) environmental matters, (ii) the generation, use, storage, transportation or disposal of Hazardous Substances, (iii) the construction of hydroelectric power stations; (iv) the generation and provision of hydroelectric power, or (v) occupational safety and health, industrial hygiene, land use or the protection of human, plant or animal health or welfare, in any manner applicable to any member of the Company Group.

“ ESOP” has the meaning set forth in Section 7.5(i) hereof.

“ Financial Statements ” has the meaning set forth in Section 11 of Schedule D hereof.

“ Financing Terms ” has the meaning set forth in Section 7.1(i) hereof.

“ Foreign Exchange Authorizations ” has the meaning set forth in Section 16(iv) of Schedule D hereof.

“ Founder ” has the meaning set forth in the Preamble of this Agreement.

“ Governmental Order ” means any applicable order, ruling, decision, verdict, decree, writ, subpoena, mandate, precept, command, directive, consent, approval, award, judgment, injunction or other similar determination or finding by, before or under the supervision of any Governmental Authority.

“ GS ” means GS Car Rental HK Limited and GS Car Rental HK Parallel Limited as set forth in Schedule A-4 .

“ Hainan eHi ” means Hainan eHi Self Drive Car Services Co., Ltd.

“ Hazardous Substances ” means (but shall not be limited to) substances that are defined or listed in, or otherwise classified pursuant to, any Environmental Laws as “hazardous substances,” “hazardous materials,” “hazardous wastes” or “toxic substances,” or any other formulation intended to define, list or classify substances by reason of deleterious properties such as ignitibility, corrosivity, reactivity, radioactivity, carcinogenicity, reproductive toxicity or “EP toxicity,” and specifically including petroleum and all derivatives thereof or synthetic substitutes therefore, and asbestos or asbestos-containing materials.

“ HKIAC ” has the meaning set forth in Section 8.6(iii) hereof.

“ Hong Kong ” means the Hong Kong Special Administrative Region of the People’s Republic of China.

“ Ignition ” means Ignition Growth Capital I, L.P. and Ignition Growth Capital Managing Directors Fund I, LLC as set forth in Schedule A-2 .

“ Indemnifiable Loss ” means, with respect to any Person, any action, cost, damage, disbursement, expense, liability, loss, deficiency, diminution in value, obligation, penalty or settlement of any kind or nature, other than in any event consequential, incidental, special and punitive damages. Notwithstanding anything to the contrary provided in the preceding sentence, Indemnifiable Loss shall include, but shall not be limited to, (i) interest or other carrying costs, penalties, legal, accounting and other professional fees and expenses incurred in the investigation, collection, prosecution and defense of claims and amounts paid in settlement, that may be imposed on or otherwise incurred or suffered by such Person and (ii) any Taxes that may be payable by such Person by reason of the indemnification of any Indemnifiable Loss hereunder, other than Taxes that would have been payable notwithstanding the event giving rise to indemnification.

“ Indemnification Agreement ” means a director indemnification agreement executed by the Company and the director(s) appointed by GS, substantially in the form attached hereto as Exhibit 2 .

“ Indemnified Party ” has the meaning set forth in Section 8.3(iv) hereof.

“ Indemnifying Party ” has the meaning set forth in Section 8.3(iv) hereof.

“ Intellectual Property ” means any and all (i) patents, all patent rights and all applications therefor and all reissues, reexaminations, continuations, continuations-in-part, divisions, and patent term extensions thereof, (ii) inventions (whether patentable or not), discoveries, improvements, concepts, innovations and industrial models, (iii) registered and unregistered copyrights, copyright registrations and applications, author’s rights and works of authorship (including artwork of any kind and software of all types in whatever medium, inclusive of computer programs, source code, object code and executable code, and related documentation), (iv) URLs, web sites, web pages and any part thereof, (v) technical information, know-how, trade secrets, drawings, designs, design protocols, specifications for parts and devices, quality assurance and control procedures, design tools, manuals, research data concerning historic and current research and development efforts, including the results of successful and unsuccessful designs, databases and proprietary data, (vi) proprietary processes, technology, engineering, formulae, algorithms and operational procedures, (vii) trade names, trade dress, trademarks, domain names, and service marks, and registrations and applications therefor, and (viii) the goodwill of the Business symbolized or represented by the foregoing, customer lists and other proprietary information and common-law rights.

“ Investors ” has the meaning set forth in the Preamble of this Agreement.

“ JAFCO ” means JAFCO Asia Technology Fund IV as set forth in Schedule A-3 .

“ Key Employees ” means each of the individuals set forth in Part A of Schedule E attached hereto.

“ Land Grants ” has the meaning set forth in Section 24(i) of Schedule D hereof.

“ Liabilities ” means, with respect to any Person, all liabilities owing by such Person of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due.

“ Lien ” means any mortgage, pledge, claim, security interest, encumbrance, title defect, lien, charge or other restriction or limitation.

“ Management Rights Letter ” means a management rights letter to GS Car Rental HK Parallel Limited and GS Capital Partners VI Parallel, L.P. executed by the Company, substantially in the form attached hereto as Exhibit 3 .

“ Material Contracts ” has the meaning set forth in Section 15(i) of Schedule D hereof.

“ New Access ” means New Access Capital International Limited as set forth in Schedule A-3 .

“ Non-participating Investors ” has the meaning set forth in Section 2.3(b) hereof.

“ P articipating Investors ” has the meaning set forth in Section 2.3(b) hereof.

“ Party ” has the meaning set forth in the Preamble of this Agreement.

“ Permits ” has the meaning set forth in Section 19(ii) of Schedule D hereof.

“ Permitted Liens ” means (i) Liens for taxes not yet delinquent or the validity of which are being contested and (ii) Liens incurred in the ordinary course of business, which (x) do not in the aggregate materially detract from the value of the assets that are subject to such Liens and (y) were not incurred in connection with the borrowing of money.

“ Person ” means any individual, corporation, partnership, limited partnership, proprietorship, association, limited liability company, firm, trust, estate or other enterprise or entity.

“ PFIC ” means a passive foreign investment company as defined in the Code.

“ PRC ” means the People’s Republic of China, but solely for the purposes of this Agreement and the other Transaction Documents, excluding Hong Kong, the Macau Special Administrative Region and the islands of Taiwan.

“ PRC Companies ” means Shanghai eHi, Shanghai eHi Business Co., Ltd., Beijing eHi, Jinan eHi Car Rental Co., Ltd., Chongqing eHi, Hainan eHi ,Wuxi eHi Car Rental Co., Ltd. and Guangzhou Haida Car Rental Co. Ltd. as set forth in Schedule A-1 hereof.

“ PRC Entities ” means the WFOE together with the PRC Companies.

“ PRC GAAP ” means generally accepted accounting principles and practices in effect from time to time in the PRC applied consistently throughout the periods involved.

“ Preferred Shares ” means collectively, the Series A Preferred Shares, the Series B Preferred Shares and the Series C Preferred Shares, and each a “ Preferred Share ”.

“ Principal Tribunal ” has the meaning set forth in Section 8.6(vii)(a) .

“ Pro Rata Entitlement ” has the meaning set forth in Section 2.3(b) hereof.

“ Public Official ” means any employee of a Governmental Authority, member of a political party, political candidate, officer of a public international organization, or officer or employee of a state-owned enterprise, including a PRC state-owned enterprise.

“ Purchase Share ” has the meaning set forth in Section 2.2(a) hereof.

“ Purchased Securities ” has the meaning set forth in Section 4.3 hereof.

“ Qiming ” means Qiming Venture Partners II, L.P., Qiming Venture Partners II-C, L.P. and Qiming Managing Directors Fund II, L.P. as set forth in Schedule A-2 .

“ Qualified IPO ” means a fully underwritten public offering by the Company of its Common Shares (or securities represented by its Common Shares) or (with the consent of at least one Series A Director, of at least one Series B Director and of at least one Series C Director) by any other member of the Company Group of such member’s shares pursuant to a registration statement that is filed with and declared effective by the Governmental Authority in accordance with relevant securities Laws of any jurisdiction and listed on the main board of the Hong Kong Stock Exchange, New York Stock Exchange, NASDAQ, a stock exchange in the PRC or another internationally recognized stock exchange accepted by GS, in any case with the gross offering proceeds going to the Company of at least US$60,000,000 and with a market capitalization of the Company no less than US$360,000,000, which shall be calculated based on the offering price in such public offering and the total number of the Company’s shares outstanding immediately after such public offering on a fully diluted basis.

“ Real Property ” has the meaning set forth in Section 24(i) of Schedule D hereof.

“ Regulation S ” has the meaning set forth in Section 30 of Schedule D hereof.

“ Reimbursed Expenses ” has the meaning set forth in Section 8.8 hereof.

“ Related Party ” has the meaning set forth in Section 22 of Schedule D hereof.

“ Relative ” means, in relation to a Person, the spouse, parents, siblings and children of such Person and their respective spouses and children (as appropriate).

“ Representative ” has the meaning set forth in Section 17(i) of Schedule D hereof.

“ SAFE ” means the State Administration of Foreign Exchange of the PRC.

“ SAFE Rules and Regulations ” has the meaning set forth in Section 16(iv) of Schedule D hereof.

“ SAIC ” means the State Administration for Industry and Commerce of the PRC and/or its regional and local counterparts.

“ SEC ” has the meaning set forth in Section 4.7 hereof.

“ Securities Act ” means the U.S. Securities Act of 1933, as amended and interpreted from time to time.

“ Series A Director ” or “ Series A Directors ” has the meaning set forth in the Shareholders Agreement.

“ Series A Investors ” has the meaning set forth in the Preamble of this Agreement.

“ Series B Director ” has the meaning set forth in the Shareholders Agreement.

“ Series B Investors ” has the meaning set forth in the Preamble hereof.

“ Series B Preferred Shares ” means the Series B redeemable convertible preferred shares, par value of US$0.001 per share, issued by the Company pursuant to that certain Share Purchase Agreement dated as of July 8, 2009 by and among the Company, the Founder, the PRC Entities and the Series B Investors thereto, as amended, or on exercise of any of the Series B Preferred Warrants, the rights, privileges and preferences of which are specified in the Amended Articles and the Shareholders Agreement.

“ Series B Preferred Warrants ” means the warrants to be issued by the Company to Series B Investors to subscribe for and purchase in aggregate 1,590,909 Series B Preferred Shares and to Mr. Liang XiaoPing to subscribe for and purchase 820,284 Series B Preferred Shares at an exercise price of US$2.20 per share and substantially in the form of Exhibit 5 .

“ Series C Director ” has the meaning set forth in the Shareholders Agreement.

“ Series C Investors ” has the meaning set forth in the Preamble hereof.

“ Series C Preferred Shares ” means the Series C redeemable convertible preferred shares, par value of US$0.001 per share, to be issued by the Company pursuant to this Agreement or on exercise of any of the Warrants, the rights, privileges and preferences of which are specified in the Amended Articles and the Shareholders Agreement.

“ Series C-1 Preferred Warrants ” means the warrants for the purchase of up to 248,377 Series C Preferred Shares at an exercise price of US$3.11 per share substantially in the form of Exhibit 6 .

“ Series C-2 Preferred Warrants ” means the warrants for the purchase of up to 1,420,262 Series C Preferred Shares at an exercise price of US$4.5095 per share substantially in the form of Exhibit 7 .

“ Series C-3 Preferred Warrants ” means the warrants for the purchase of up to 1,372,920 Series C Preferred Shares at an exercise price of US$4.665 per share substantially in the form of Exhibit 8 .

“ Shanghai eHi ” means Shanghai eHi Car Rental Co., Ltd.

“ Shareholder ” means any holder of a share in the share capital of the Company.

“ Shareholders Agreement ” means the Third Amended and Restated Shareholders Agreement substantially in the form attached here to as Exhibit 4 , to be entered into among the Company and certain Shareholders of the Company, to regulate certain matters among the Shareholders and certain affairs of the Company.

“ Social Insurance ” has the meaning set forth in Section 26(ii) of Schedule D hereof.

“ Statement Date ” has the meaning set forth in Section 11 of Schedule D hereof.

“ Tax Return ” means report or statement showing Taxes, used to pay Taxes, or required to be filed with respect to any Tax (including any elections, declarations, schedules or attachments thereto, and any amendment thereof), including any information return, claim for refund, amended return or declaration of estimated or provisional Tax.

“ Term Sheet ” means that certain term sheet entered into between the Company and GS Capital Partners VI Fund, L.P. on 22 July, 2010.

“ Transaction Documents ” means this Agreement, the Amended Articles, the Shareholders Agreement, the Series B Preferred Warrant, the Series C-1 Preferred Warrant, the Series C-2 Preferred Warrant, the Series C-3 Preferred Warrant, the Indemnification Agreement, the Management Rights Letter and each of the agreements to be entered into pursuant to this Agreement, the forms of which are set out as Exhibits to this Agreement.

“ Transaction Proposal ” has the meaning set forth in Section 8.21 hereof.

“ US GAAP ” means generally accepted accounting principles and practices in effect from time to time in the United States of America.

“ Warrantors ” has the meaning set forth in Section 3.1 hereof.

“ Warrants ” means the Series C-1 Preferred Warrants, the Series C-2 Preferred Warrants and the Series C-3 Preferred Warrants, collectively.

“ WFOE ” means Shuzhi Information Technology (Shanghai) Co., Ltd. as set forth in Schedule A-1 hereof.

“ 2010 Net Income Target ” means RMB20,000,000, which is the consolidated net income target of the Company, after deducting minority interests and excluding all (i) extraordinary items, (ii) charges, expense or accretions in connection with the fair value adjustment of any warrants, options, notes, preferred shares or any other debt or equity securities of any Company Group (including any share-based compensation expenses or charges), (iii) one-time gains or loss, and (iv) any other items that may be mutually agreed by the Company and GS, as determined from the audited consolidated income statement of the Company for the 2010 fiscal year ending December 31, 2010 prepared in accordance with US GAAP by an Auditing Firm and accompanied by a clean, unqualified opinion of such accounting firm.

“ 2010 Promissory Notes ” means the convertible promissory notes issued by the Company to Qiming and Ignition, respectively, on April 29, 2010, with a total principal amount of US$5,000,000.

2. Authorization, Sale and Purchase of Series C Preferred Shares and Warrants

2.1 Authorization of Common Shares and Series C Preferred Shares . As of the Closing, the Company shall have authorized the issuance, pursuant to the terms and subject to the conditions of this Agreement, up to 50,000,000 Common Shares, 5,000,000 Series A Preferred Shares, 12,123,314 Series B Preferred Shares and 18,721,302 Series C Preferred Shares, each having the rights, preferences, privileges and restrictions as set forth in the Amended Articles and the Shareholders Agreement.

2.2 Agreement to Purchase and Sell

(a) Subject to the terms and conditions hereof, at the Closing, the Company agrees to issue and sell to each Series C Investor, and each Series C Investor hereby agrees, severally but not jointly, to subscribe for and purchase from the Company, that number of Series C Preferred Shares set out opposite such Series C Investor’s name in the

second column of Schedule B-1 (collectively, the “ Purchase Shares ”), amounting to the aggregate purchase price amount set out opposite such Series C Investor’s name in the third column of Schedule B-1 . The aggregate consideration for the subscription for and purchase of the Series C Preferred Shares pursuant to this Section 2.2(a) shall be equal to US$48,764,000 (which amount includes the aggregate principal amount of the 2010 Promissory Notes held by Qiming and Ignition and the interest accrued thereunder as of the Closing Date which amount will be automatically converted into the relevant number of Series C Preferred Shares pursuant to the terms of the 2010 Promissory Notes) (collectively, the “ Consideration ”).

(b) Subject to the terms and conditions hereof, at the Closing, the Company agrees to issue to Qiming or one of its Affiliates, free of charge, a Series C-1 Preferred Warrant to subscribe for and purchase from the Company that number of Series C Preferred Shares set out opposite such Investor’s name in the second column of Schedule B-2 ; and agrees to issue to each Series C Investor, free of charge, (i) a Series C-2 Preferred Warrant to subscribe for and purchase from the Company that number of Series C Preferred Shares set out opposite such Investor’s name in the second column of Schedule B-3 ; and (ii) a Series C-3 Preferred Warrant to subscribe for and purchase from the Company that number of Series C Preferred Shares set out opposite such Investor’s name in the third column of Schedule B-3 .

2.3 Closing

(a) The consummation of the purchase and sale of the Purchase Shares shall be conducted by remote exchange of signed copies of relevant documents, on a date no later than five (5) Business Days after the fulfillment or waiver of the conditions to the Closing as set forth in Section 5 , or at such other place and time as the Company and the Series C Investors may mutually agree upon (the “ Closing ”, and the date of the Closing, the “ Closing Date ”).

(b) If, at the Closing (as first scheduled or as deferred), any Series C Investor shall fail to perform its obligations to fund payment for its Purchase Shares in the manner required by Section 2.4(b) , or fails to make payment for any Purchase Shares of a Non-participating Investor which it is entitled to acquire in accordance with this Section 2.3(b) , or such Series C Investor is unable to consummate its acquisition of Purchase Shares owing to a refusal of the Company under Section 6(i) or 6(iii) (the “ Non-participating Investors ”), each Series C Investor (other than the Non-participating Investors) (the “ Participating Investor ’) shall have the right, on the basis described below, to take up and pay for any Purchase Shares (and to take up the corresponding right to receive any Warrants) of any such Non-participating Investor (and, if such Participating Investor wishes to take up such rights, it shall notify the Company in writing no later than the date of the Closing (as then scheduled) whereupon (1) it shall be entitled to subscribe for and purchase its Pro Rata Entitlement of the Purchase Shares of the Non-participating Investors at US$3.11 per share, and its Pro-Rata Entitlement (free of charge) of any Warrants otherwise to be granted to such Non-participating Investors, in each case to the exclusion of, and without any liability to, such Non-participating Investors at Closing (as deferred pursuant to the next following clause) and (2) Closing shall be deferred to the same time and place on the Business Day that is ten (10) Business Days later). “ Pro Rata Entitlement ” for purpose of this Section 2.3(b) is the ratio of the number of Purchase Shares which such Participating Investor has agreed to subscribe as set forth on Schedule B-1 (together with the Purchase Shares of any other Non-participating Investor which such Participating Investor agreed to purchase and subscribe pursuant to this Section 2.3(b) at any earlier proposed Closing) to the total number of Purchase Shares which all Participating Investors have agreed to subscribe as set forth on Schedule B-1 (together

with the Purchase Shares of any other Non-participating Investor which such Participating Investors shall have agreed to purchase and subscribe pursuant to this Section 2.3(b) at any earlier proposed Closing); provided that if doing so is necessary to ensure that Qiming and CDH hold the most and the second-most, respectively, of the Preferred Shares (on a fully-diluted basis) among all of the shareholders of the Company upon the Closing, each Participating Investor’s Pro Rata Entitlement to the relevant Purchase Shares and applicable Warrants shall be reduced to the extent only that is necessary to ensure that result (and the Participating Investors agree to act reasonably in determining an equitable allocation of such reduction among them on a basis that, so far as is necessary and practicable, has a similar proportionate impact on each of them). If Qiming or CDH is a Non-participating Investor, it shall have no right to receive any allocation of Purchase Shares and no reduction of others’ Pro Rata Entitlement shall be made under this Section 2.3(b) to preserve the shareholding portion of Qiming or CDH (as applicable).

(c) Notwithstanding anything to the contrary in Sections 2.3 (a) and 2.3(b) hereof, if, at the Closing (as first scheduled or as deferred), either of Qiming and CDH is a Non-participating Investor, GS shall have the right to decide not to proceed to Closing (and shall have no liability to any person for its exercise of such discretion) by delivering a written notice to the Company. If such notice is given by GS, it shall immediately be released from any obligation (in existence or yet to arise) under the Transaction Documents and shall have no liability to any person whatsoever in connection with such Transaction Documents. Without prejudice to the preceding sentence, the Company may terminate this Agreement immediately upon the delivery of such written notice without any further liability to any other Parties hereto.

2.4 Closing Deliverables

(a) At the Closing, the Company shall deliver or cause to be delivered the following items to each Series C Investor, against payment by such Series C Investor of its Consideration as set forth in Schedule B-1 :

(i) a duly issued share certificate representing the Purchase Shares purchased by such Series C Investor pursuant to Section 2.2(a) ;

(ii) a compliance certificate dated as of the Closing Date signed by a duly authorized representative of each member of the Company Group and by the Founder certifying that all the conditions specified in Section 5 have been fulfilled and stating that there shall have been no Material Adverse Effect since the Statement Date;

(iii) counterparts of each Transaction Document to which any Warrantor is a party, duly executed by such Warrantor;

(iv) copies of the directors’ resolutions and/or shareholders’ resolutions of the Company and other members of the Company Group, where appropriate, approving, among other things, (A) the issuance and sale of the Purchase Shares to the Series C Investors, (B) the issue of new share certificates in respect of the Purchase Shares to the Series C Investors, and (C) the execution of the Transaction Documents to which such member of the Company Group is a party;

(v) the Amended Articles in the form attached hereto as Exhibit 1 which shall have been duly adopted by all necessary actions of the Board of Directors and/or

the shareholders of the Company and shall have become and remain effective under the Laws of the Cayman Islands;

(vi) copies of the register of members and register of directors of the Company as of the Closing Date certified by a director of the Company as true copies updated to show the Series C Investors as the holders of the number of Purchase Shares to be purchased at Closing; and

(vii) each of the legal opinions issued by the Cayman Islands legal counsel and the PRC legal counsel of the Company, dated as of the Closing Date, substantially in the form and substance attached hereto as Exhibits 10 and 11 .

(b) At the Closing, each of the Series C Investors shall:

(i) pay to an account, specified by the Company to such Series C Investor at least five ( 5 ) Business Days prior to the Closing Date, by wire transfer in immediately available US$ funds the aggregate purchase price amount set forth opposite its name in the third column of Schedule B-1 hereto , subject (in the case of GS) to the deduction provided under Section 8. 8, and provided that, with respect to Qiming and Ignition, the purchase amounts otherwise payable by each of them shall be satisfied (pro tanto) by their respective agreement to relieve the Company of its obligations to them under the 2010 Promissory Notes together with the re-delivery to the Company of the original 2010 Promissory Notes held by each of them ;

(ii) deliver or cause to be delivered executed counterparts of each Transaction Document to which such Investor is a party .

3. Representations and Warranties of the Warrantors.

3.1 Subject to such exceptions as may be specifically set forth in the Disclosure Schedule attached to this Agreement as Exhibit 9 (the “ Disclosure Schedule ”), each member of the Company Group and the Founder (together, the “ Warrantors ” and each a “ Warrantor ”), jointly and severally, represents and warrants to each of the Series C Investors that each of the Company warranties (the “ Company Warranties ”) as set out in Schedule D is true, accurate, complete and not misleading as of the date of this Agreement and each of the Company Warranties will continue to be true, accurate, complete and not misleading on each day up to and including the Closing Date as if repeated on each such day by reference to the facts and circumstances subsisting at that date and on the basis that any reference in the Company Warranties, whether express or implied, to the date of this Agreement is substituted by a reference to that date.

3.2 Each of the Company Warranties shall be construed as a separate and independent Company Warranty and, except where expressly provided to the contrary, shall not be limited or restricted by reference to or inference from the terms of any other Company Warranty or any other terms of this Agreement.

3.3 The Warrantors shall procure that no act shall be performed or omission allowed, either by themselves or by any member of the Company Group in such interval which would result in any of the Company Warranties being breached or misleading at any time up to and including the time of Closing.

3.4 The Warrantors accept that the Series C Investors are entering into this Agreement in reliance upon representations in the terms of the Company Warranties made by the Warrantors with the intention of inducing the Series C Investors to enter into this Agreement and that accordingly the Series C Investors have been induced to enter into this Agreement and each of the Company Warranties.

3.5 The Warrantors undertake to disclose in writing to the Series C Investors anything which is or may constitute a breach of or be inconsistent with any of the Company Warranties immediately it comes to the notice of any of them both before, at the time of Closing.

4. Representations and Warranties of Each Series C Investor. Each Series C Investor hereby represents and warrants to the Company, severally and not jointly, that:

4.1 Status . The Series C Investor is an entity duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation or formation.

4.2 Authorization . The Series C Investor has full power and authority to enter into this Agreement and each of the Transaction Documents to which it is a party, and this Agreement and each of the Transaction Documents to which it is a party, when executed and delivered by the Series C Investor, will constitute valid and legally binding obligations of the Investor, enforceable against it in accordance with their respective terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (iii) to the extent the indemnification provisions contained in the Shareholders Agreement may be limited by applicable securities Laws.

4.3 Purchase for Own Account . The Purchase Shares purchased hereunder and the Conversion Shares (collectively, the “ Purchased Securities ”) to be received by the Series C Investor, if any, will be acquired for investment purposes for the Series C Investor’s own account or the account of one or more of the Series C Investor’s Affiliates, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Series C Investor does not have any present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Series C Investor further represents that it does not have any Contract with any Person to, directly or indirectly, sell, transfer or grant participations, with respect to any of the Purchased Securities, and has not solicited any Person for such purpose.

4.4 Restricted Securities . The Series C Investor understands that the Purchased Securities are characterized as “restricted securities” under U.S. federal securities Laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such Laws such securities may be resold without registration under the Securities Act only in certain limited circumstances. The Series C Investor understands that the Purchased Securities have not been qualified or registered under the Laws of any other jurisdiction and therefore may be viewed as restricted securities under any or all of such other applicable securities Laws.

4.5 Disclosure of Information . The Series C Investor believes it has received all the information it considers necessary or appropriate for deciding whether to purchase the Purchase Shares. The Series C Investor and its advisors have been afforded the opportunity to

ask questions of and receive answers from representatives of the Company regarding the terms and conditions of the offering of the Purchase Shares and relating to the business, finances and operations of the members of the Company Group. Notwithstanding the foregoing, each Party acknowledges and agrees that the foregoing shall not in any way limit, reduce or affect the representations and warranties provided by the Warrantors in this Agreement or the right of the Investor to rely thereon.

4.6 Investment Experience . The Series C Investor is an investor in securities of companies in the development stage and acknowledges that it is able to fend for itself, can bear the economic risk of its investment, and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Purchased Securities.

4.7 Status of Investor . The Series C Investor is (i) purchasing the Purchase Shares outside the United States in compliance with Regulation S under the Securities Act, or (ii) is an “accredited investor” within the meaning of the Securities and Exchange Commission (the “ SEC ”) Rule 501 of Regulation D, as presently in effect, under the Securities Act .

4.8 Legends . The Series C Investor understands that the certificates evidencing the Purchased Securities issued pursuant to this Agreement may bear the following legend:

5. Conditions of Each Series C Investor’s Obligations at the Closing.

The obligation of each of the Series C Investors to purchase the Purchase Shares at the Closing is subject to the fulfillment of each of the following conditions (any or all of which may be waived by GS on behalf of any and all of the Series C Investors) at or prior to the Closing:

(1) Representations and Warranties . The representations and warranties made by each Warrantor in Section 3 and Schedule D shall be true , correct , accurate, complete and not misleading when made, and shall be true , correct , accurate, complete and not misleading as of the Closing Date with the same force and effect as if they had been made on and as of such date, or as of another date if any representations and warranties are made with respect to such other date.

(2) Performance . Each Warrantor shall have performed and complied with all covenants, agreements, obligations and conditions contained in the Transaction Documents that are required to be performed or complied with by it on or before the Closing and shall have obtained and delivered to the Investors all applicable government, regulatory or other approvals, consents , waivers and qualifications necessary to complete the transactions contemplated hereby .

(3) Proceedings and Documents . All corporate and other proceedings in connection with the transactions contemplated hereby on the Closing and all documents and instruments incidental to such transactions shall be reasonably satisfactory in substance and form to the Series C Investors, and each Series C Investor shall have received all copies of such documents as it may reasonably request.

(4) Authorization. Each member of the Company Group and the Founder shall have obtained any and all Approvals necessary for consummation of the transactions contemplated by this Agreement on or prior to the Closing that are required to be obtained on or prior to the Closing, including, but not limited to, the waiver by the existing shareholders of the Company of any anti-dilution rights, rights of first refusal, pre-emptive rights, put or call rights and all similar rights triggered, if any, in connection with the issuance and sale of the Purchase Shares, the Series C-1 Preferred Warrants, the Series C-2 Preferred Warrants and the Series C-3 Preferred Warrants, if required.

(5) Compliance Certificate At the Closing, each Warrantor shall have delivered to each Series C Investor a certificate, dated the Closing Date, certifying that (i) the conditions specified in this Section 5 have been fulfilled and stating that there shall have been no Material Adverse Effect since the Statement Date; and (ii) to the best knowledge of such Warrantor, the letter from SAIC to Shanghai eHi dated August 5, 2010 confirming the legality of all the registrations for alterations (including but not limited to registration for capital increases) and that there has been no violation of relevant laws or regulations not having been amended or withdrawn as of the Closing Date.

(6) Constitutional Documents . The Amended Articles shall have been duly adopted by the Company by all necessary corporate actions of its Board and its shareholders and shall have become and remain effective under the Laws of the Cayman Islands.

(7) Execution of Other Transaction Documents . The Company shall have delivered to each of the Series C Investor a copy of each of the following documents which shall have been duly executed by the parties thereto (other than any Series C Investor in its capacity as such):

(a) the Shareholders Agreement;

(b) the Indemnification Agreement;

(d) the Series B Preferred Warrant;

(e) the Series C-1 Preferred Warrant;

(f) the Series C-2 Preferred Warrant;

(g) the Series C-3 Preferred Warrant;

(h) an agreement substantially in the form set out in Exhibit 12 terminating the share restriction agreement dated April 17, 2008 among the Company, the Founder and the Series A Investors;

(i) a letter from the CFO of the Company substantially in the form set out in Exhibit 13 ;

(j) a waiver letter from Mr. Liang XiaoPing substantially in the form set out in Exhibit 14 waiving his compensation rights against the Company Group in consideration of receiving Series B Preferred Warrants;

(k) an amendment agreement substantially in the form set out in Exhibit 15 amongst the Company, the Founder and the Series B Investors in relation to the share purchase agreement dated July 8, 2009; and

(m) a deed of release of the charge over shares dated March 11, 2008 (as amended by the amendment to charge over shares dated April 17, 2008) substantially in the form set out in Exhibit 16 amongst the Company, the Founder and the Series A Investors.

(8) Board of Directors . The Company shall have taken all necessary corporate actions such that immediately following the Closing, the Board shall have nine (9) members, composed of the following individuals: Ruiping ZHANG, Qian MIAO, Hans TUNG, John ZAGULA, Yan HUANG, Shiqing ZHAO, Yang LI (Samuel LI) , Ming Yunn Stephanie HUI and Bin ZHU.

(9) Register of Members . The Investors shall have received a copy of the Company’s register of members, certified by a director of the Company as true and complete as of the Closing Date, updated to show the Series C Investors as the holders of the number of the Purchase Shares to be purchased at the Closing.

(10) No Material Adverse Change . There shall not, since the Statement Date, have been any material adverse change to the condition (financial or otherwise), results of operations, assets, regulatory status, business and prospects of the Company Group or the financial markets or economic conditions in general that has had a Material Adverse Effect on the Company.

(11) Legal Opinions . The Series C Investors shall have received legal opinions from each of the PRC legal counsel and Cayman Islands legal counsel of the Company Group, addressed to the Series C Investors, dated as of the Closing Date and substantially in form and substance attached hereto as Exhibits 10 and 11 , respectively.

(12) Audited Financials . The Series C Investors shall have received the audited consolidated balance sheet, income statement and cash flow statements of the Company for the three fiscal years ended December 31, 2007, 2008 and 2009, prepared in accordance with US GAAP by an Auditing Firm and accompanied by a clean, unqualified opinion of such firm. Such balance sheet, income statement and cash flow statement shall not deviate from the draft financials received by the Series C Investors before the date of this Agreement, unless such deviation does not constitute a Material Adverse Effect on the Company Group.

(13) Annual and Monthly Budgets . The Series C Investors shall have received the annual and monthly budgets of the Company for the fiscal years ending December 31, 2010 and 2011.

(14) Employment Agreements. The Company shall have delivered to the Series C Investors copies of duly executed and properly completed employment agreements with the Founder and each person named in Part B of Schedule E, being agreements that set out and record in full, and exclusively, the employment terms and conditions that are in effect with respect to such persons (superseding any other terms that may have been entered into before Closing) including provisions regarding confidentiality, invention assignment and non-competition, and except in the case of Samuel Li, substantially in form and substance attached hereto as Exhibit 17 .

(15) Good Standing . The Series C Investors shall have received a certificate of good standing issued by the appropriate authority of the Cayman Islands in customary form and substance satisfactory to the Series C Investors, dated no earlier than ten (10) days prior to the Closing.

(16) No Transfers . The provisions of Section 7.22 having been complied with to the reasonable satisfaction of GS.

6. Conditions of the Company’s Obligations at the Closing.

With respect to each Series C Investor, the obligations of the Company to consummate the sale of the Purchase Shares to such Investor at the Closing under Section 2 of this Agreement, unless otherwise waived in writing by the Company, are subject to the conditions that (i) the representations and warranties of such Investor contained in Section 4 shall be true and complete in all material respects and not misleading in any material respect when made, and shall be true and complete in all material respects and not misleading in any material respect on and as of the Closing with the same effect as though such representations and warranties had been made on and as of the date of the Closing, (ii) such Investor shall have paid the purchase price for the Purchase Shares in accordance with Section 2.2 hereof, and (iii) with respect to any Transaction Document such Investor is a party, such Investor shall have delivered to each of the other parties to such Transaction Document an original copy thereof duly executed by such Investor.

7. Covenants; Other Agreements.

7.1 Confidentiality .

(i) Disclosure of Terms. Each Party acknowledges that the terms and conditions (collectively, the “ Financing Terms ”) of this Agreement and the other Transaction Documents, any term sheet or memorandum of understanding entered into pursuant to the transactions contemplated hereby (including without limitation the Term Sheet), and all exhibits, schedules and amendments hereto and thereto, the transactions contemplated hereby and thereby, including their existence, and all information furnished by any Party hereto and by representatives of such Parties to any other Party hereof or any of the representatives of such Parties (collectively, the “ Confidential Information ”), shall be considered confidential information and shall not be disclosed by any Party hereto to any third party except in accordance with the provisions set forth below.

(ii) Press Releases . The Founder and each member of the Company Group shall not make any announcement disclosing the Series C Investors’ investment in the Company hereunder, any of the Financing Terms or the name of Goldman, Sachs & Co. (or any part or any derivations thereof) in a press release, public announcement, conference, professional or trade publication, mass marketing materials or other public disclosure without obtaining in each instance the prior written consent of GS. Each Series C Investor may request to review and edit such portion of any announcements in the foregoing sentence as discusses or otherwise refers to such Investor, such as the name and description of such Investor.

(iii) Permitted Disclosures. Notwithstanding anything in the foregoing to the contrary, and subject to applicable Laws:

(b) each Series C Investor (and its fund manager and Affiliates) may, without disclosing the identities of the other Series C Investors or the terms of their respective investments in the Company without their or the Company’s consent, disclose such Investor’s investment in the Company to third parties or to the public at its sole discretion and in relation thereto may use the Company’s logo and trademark (without requiring the Company’s further consent). If it does so, the other Parties shall have the right to disclose to third parties any such information disclosed in a press release or other public announcement by such Investor.

(1) any Confidential Information to such Investor’s Affiliate, such Investor’s and/or its fund manager’s and/or its Affiliate’s legal counsel, fund manager, auditor, insurer, accountant, consultant or to an officer, director, general partner, limited partner, fund manager, shareholder, investor, bona fide potential investor, counsel or advisor, or employee of such Investor and/or any of its Affiliate; provided, however, that any such Person shall be advised of the confidential nature of the Confidential Information and are under appropriate nondisclosure obligations substantially similar to those set forth in this Section 7.1 ;

(2) any information for fund and inter-fund reporting purposes;

(3) any information as required by Law, Government Authorities, legal process and/or exchanges, subject to the provision in Section 7.1(iv) below;

(4) any information to bona fide prospective purchasers/investors of any share, security or other interests in the Company, and/or

(5) any information contained in press releases or public announcements of the Company pursuant to Section 7.1(ii) above.

(iv) Legally Compelled Disclosure. Except as set forth in Section 7.1(iii) above, in the event that any Party is requested or becomes legally compelled (including without limitation, pursuant to any applicable tax, securities, or other Laws of any jurisdiction) to disclose any Confidential Information, such Party (the “ Disclosing Party ”) shall to the extent permitted by law provide the other Parties hereto with prompt written notice of that fact and shall consult with the other Parties hereto regarding such disclosure. At the request of the other Parties, the Disclosing Party shall, to the extent reasonably possible and with the cooperation and reasonable efforts of the other Parties, seek a protective order, confidential treatment or other appropriate remedy. In any event, the Disclosing Party shall furnish only that portion of the information that is legally required and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such information.

(v) Tax Reasons. Notwithstanding anything herein to the contrary, GS (and any director, officer, employee, agent, consultant, or professional adviser of GS) may disclose to any and all persons, without limitation of any kind, the Tax treatment and Tax structure of the transactions described herein and all materials of any kind (including Tax opinions or other Tax analyses) that are provided to Investor relating to such Tax Treatment or Tax structure. However, any information relating to the U.S. federal or state income tax treatment or Tax structure shall remain subject to the confidentiality provisions hereof (and the foregoing sentence shall not apply) to the extent reasonably necessary to enable any person to comply with applicable securities laws. “Tax structure” is limited to any facts relevant to the U.S. federal or state income tax treatment of the transactions described herein.

(vi) Other Exceptions. Notwithstanding any other provision of this Section 7.1 , the confidentiality obligations of the Parties under this Section 7.1 shall not apply to: (a) information which a restricted party learns from a third party having the right to make the disclosure, provided the restricted party complies with any restrictions imposed by the third party; (b) information which is rightfully in the restricted party’s possession prior to the time of disclosure by the protected party and not acquired by the restricted party under a confidentiality obligation; (c) information which was in the public domain or otherwise known to the restricted party before it is furnished to it by another party hereto or, after it is furnished to that restricted party, enters the public domain without breach by that restricted party of this Section 7.1 ; (d) information disclosed by any director or observer of the Company to its appointer or any of its Affiliates or to any Person to whom disclosure would be permitted in accordance with the foregoing provisions of this Section 7.1 or (e) information which a restricted party develops independently without reference to the Confidential Information.

(vii) Other Information . The provisions of this Section 7.1 shall terminate and supersede the provisions of any separate nondisclosure agreement previously executed by any of the parties hereto with respect to the transactions contemplated hereby, including without limitation the Term Sheet.

(viii) Notices . All notices required under this Section 7.1 shall be made pursuant to Section 8.7 of this Agreement.

7.2 Use of Proceeds .

(i) Affirmative Covenant. The Company shall use the proceeds of the sale of the Purchase Shares pursuant to this Agreement in the first instance to effect the restructuring set out at Section 3 and Section 42 of the Disclosure Schedule and shall thereafter apply such proceeds as remain within the Company Group to increase of its fleet size in accordance with the business plan approved by the Board, to fund capital expenditures, potential acquisitions or for other general corporate purposes, subject to any required approval by the Board and Shareholders in accordance with the Amended Articles and the Shareholders Agreement.

(ii) Negative Covenant. The Company will not take any action with respect to the use of the proceeds of the issue of the Purchase Shares that would result in a violation by any person investing or participating in the issue of the Purchase Shares of any regulation or statute administered by the Office of Foreign Assets Control of the United States Treasury Department (“ U.S. Economic Sanctions ”), including, without limitation, using the proceeds of the issue of the Purchase Shares to fund, directly or indirectly, any business activities with, or for the benefit of, a government, national, resident or legal entity of Cuba, Sudan, Iran, Myanmar, or any other country with respect to which U.S. persons, as defined in U.S. Economic Sanctions, are prohibited from doing business.

7.3 Compliance with Laws . Each member of the Company Group shall, and the Founder shall cause each member of the Company Group to, use their respective commercially reasonable efforts to comply in all material respects with all applicable Laws, including but not limited to applicable PRC rules and regulations relating to the Business, Intellectual Property, taxation, employment and social welfare and benefits.

Without prejudicing the generality of the foregoing paragraph, after the Closing and upon the written request by GS, the relevant member of the Company Group shall, and the Founder shall cause such member to, use commercially reasonable efforts to rectify any non-compliance with applicable Laws.

7.4 Compliance with Laws Regarding Anti-Bribery, Anti-Corruption, Anti-Money Laundering and Sanctions .

(i) Each member of the Company Group shall comply with all anti-bribery, anti-corruption and anti-money laundering Laws as referred to in Section 17 of Schedule D .

(ii) Each member of the Company Group and its Representatives shall:

(1) remain in compliance with all applicable anti-bribery or anti-corruption Laws, including those prohibiting the bribery of Public Officials;

(2) shall not authorize, offer, be a party to, make any payments or provide anything of value directly or indirectly to any Public Officials; and

(3) shall not use, commit to have the intention of using the payments received, or to be received, by them from the Series C Investors for any purpose that could constitute a violation of any applicable Laws.

(iii) Each member of the Company Group and its Representatives shall comply with all applicable anti-money-laundering Laws and each member of the

Company Group has or shall establish and maintain an anti-money-laundering program in accordance with all applicable Laws.

(iv) Each member of the Company Group shall promptly notify the Series C Investors if any Representatives are Public Officials.

(v) Each member of the Company Group shall promptly notify the Series C Investors if any member of the Company Group conducts or agrees to or intends to conduct any business, or enter into or agree to enter into any transaction with a Person, in Iran, Myanmar, Sudan or Cuba.

7.5 ESOP and Investors’ Options .

(i) Promptly following the Closing, the Company shall adopt an amended employee share option plan (“ ESOP ”), which shall be approved by a majority of the Board of Directors (such majority shall include at least one of the Series C Directors, at least one of the Series B Directors and at least one of the Series A Directors).

(ii) Promptly following the Closing, the Company shall grant to the Founder options to purchase 1,673,000 Common Shares reserved under the ESOP pursuant to this Section 7.5(ii) and subject to such other terms and conditions as may be determined by the Board (including the consent of at least one of the Series C Directors, at least one of the Series B Directors and at least one of the Series A Directors). The exercise price of the options granted under this Section 7.5(ii) shall equal to US$3.11 per share and the vesting period of such options shall be four (4) years from the date of grant of such options, with twenty-five percent (25%) of the total Common Shares covered by such options vesting on each anniversary of the vesting commencement date.

(iii) If the Company’s 2010 Net Income Target is met, the Company shall grant to the management of the Company Group options to purchase in aggregate 900,000 Common Shares reserved under the ESOP. The specific distribution plan of the options granted under this Section 7.5(iii) shall be proposed by the Founder and approved by the Board (including the consent of at least one of the Series C Directors, at least one of the Series B Directors and at least one of the Series A Directors). The exercise price of the options granted under this Section 7.5(iii) shall be equal to the then prevailing fair market price of the Company’s Common Shares determined by the Board (including the consent of at least one of the Series C Directors, at least one of the Series B Directors and at least one of the Series A Directors) in good faith, but in any event, no less than US$3.11 per share. The vesting period of such options shall be four (4) years from the date of grant of such options, with twenty-five percent (25%) of the total Common Shares covered by such options vesting on each anniversary of the vesting commencement date, and such options shall be subject to the terms of the Company’s then effective ESOP approved by the Board (including the consent of at least one of the Series C Directors, at least one of the Series B Directors and at least one of the Series A Directors).

(iv) Promptly following the Closing, the Company shall grant options to the Series A and Series B Investors as follows, on terms and conditions which are the same as those for the Founder’s option under Section 7.5(ii) of this Agreement:

(a) options to Series A Investors to purchase in aggregate 250,000 Common Shares;

(b) options to CDH to purchase in aggregate 100,000 Common Shares;

(d) options to New Access to purchase in aggregate 2,000 Common Shares.

The vesting period of the options granted under this Section 7.5(iv) shall be four (4) years from the date of grant of such options, with twenty-five percent (25%) of the total Common Shares covered by such options vesting on each anniversary of the vesting commencement date.

7.6 Covenants on Validity of Approvals . Each member of the Company Group shall, and the Founder shall cause each member of the Company Group to, use their respective commercially reasonable efforts to maintain at all times the validity of, and comply with all legal and regulatory requirements with respect to, the material Approvals that it has obtained and shall be obtained after the Closing for the conduct of its Business.

7.7 Compliance with SAFE Rules and Regulations . As soon as practicable and in any event before the Qualified IPO of the Company, each Company Security Holder who is a Domestic Resident or has Domestic Resident(s) as its beneficial owner shall register, or shall successfully cause such beneficial owner to register, with the relevant local SAFE in connection with such Company Security Holder’s participation in the investment and operations of the Company Group and the consummation of the transactions as contemplated by this Agreement, where applicable, in compliance with the registration and any other requirements of the SAFE Rules and Regulations, and shall thereafter apply for and complete all necessary filings or registrations (including filing the amendments to the previous registrations) as required by the SAFE Rules and Regulations, including the filing with respect to the consummation of the transactions as contemplated by this Agreement. Each member of the Company Group shall take all requisite action to urge and cause each Company Security Holder to comply with the foregoing provision. None of the members of the Company Group shall conduct any foreign exchanges activity if such activity violates any SAFE Rules and Regulations.

7.8 Lock-up Commitment. Each of the Investors undertakes that it shall not transfer, sell, assign, pledge, hypothecate, or otherwise encumber or dispose of more than fifty percent (50%) of the shares of the Company that such Investor holds immediately after the Qualified IPO within one (1) year from the date of the Qualified IPO to any third party that is not an Affiliate of such Investor, provided that: (i) GS shall be free to enter into any hedging arrangements in respect of such shares (or any interest therein) at any time; and (ii) notwithstanding anything herein to the contrary, none of the provisions of this Agreement shall in any way limit Goldman, Sachs & Co. or any of its affiliates (each affiliate a “ GS Affiliate ” and collectively, the “ GS Affiliates ”) from engaging in any brokerage, investment advisory, financial advisory, anti-raid advisory, principaling, merger advisory, financing, asset management, trading, market making, arbitrage , investment activity and other similar activities conducted in the ordinary course of their business. Notwithstanding anything to the contrary set forth in this Section 7.8 , the restrictions contained in this Section 7.8 shall not apply to Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares acquired by GS or any GS Affiliate following the effective date of the first registration

statement of the Company covering Common Shares (or other securities) to be sold on behalf of the Company in an underwritten public offering.

7.9 Closing . Each of the Company and the Founder shall work expeditiously with the Investors in good faith towards the Closing and will not, directly or indirectly, do any act or thing which is intended or might reasonably be expected to prevent or delay Closing.

7.10 Covenants prior to a Qualified IPO. Before the proposed date of a Qualified IPO, the Company shall, or shall procure a member of the Company Group to do any act which is reasonable and necessary to satisfy the requirements of any stock exchange or regulatory body for the purpose of achieving a Qualified IPO.

7.11 Lease. The Company shall, or shall procure each member of the Company Group to comply with all the applicable laws and regulations relating to leasing properties and to rectify all the title defects with respect to all the properties leased by the Company Group, except where failure to do so would not have a Material Adverse Effect.

7.12 Intellectual Property Rights. The Company shall, or shall procure that the relevant member(s) of the Company Group register, or apply for the registration of, all intellectual property rights related to the business of the Company Group, including but not limited to any trademarks, service marks, copyrights and domain names in the name of Shanghai eHi, any PRC Entity or any other domestic company, provided that Shanghai eHi or such PRC Entity or domestic company forms part of the group to be listed in a Qualified IPO.

7.13 Restructuring. The Company shall, within three (3) months after the Closing Date, complete the restructuring as set out in Section 3 and Section 42 of the Disclosure Schedule, and shall ensure that no consideration, other than statutory taxes and government charges that are solely the primary and direct obligations of the Company (and not concurrent or joint or secondary obligations of the Company), will be payable by the Company Group in connection with the restructuring.

7.14 Licensing. The Company shall, or shall procure the relevant PRC Entity to, obtain, within three (3) months after the Closing Date, all the applicable licenses, authorizations, approvals, permits, registrations, certificates for each member of the Company Group, their respective drivers, vehicles and staff (including but not limited to car licenses) necessary for conducting their respective business and operations, except where, in relation to the operations of any relevant member of the Company Group other than those in Shanghai, Beijing and Shenzhen, failure to do so would not have a Material Adverse Effect.

7.15 Social Security. The Company shall, and shall procure each member of the Company Group to, comply with all the applicable laws and regulations relating to the social security fund and the housing provident fund.

7.16 Third Party Service Providers. Where the Company Group appoints a third party to provide car rental services to its customers in a city where the Company Group does not have a valid operation permit, the Company shall not, or shall procure the relevant member of the Company Group not to, enter into any service contract with such customers or issue any invoice to such customers, except where doing so would not have a Material Adverse Effect .

7.17 Conduct of Business before Closing. The Founder shall procure that between the date of this Agreement and Closing each member of the Company Group shall carry on its

business, as carried on as at the date of this Agreement, in the normal course and not do anything which would require the consent or approval of the Series C Investors or a Series C Director under the Shareholders Agreement.

7.18 [Intentionally Reserved.]

7.19 Founder’s Other Business . The Founder undertakes not to take part in the management (whether as a director or otherwise) of, or to provide services to, any companies or business other than the Company Group without the prior written consent of the Investors. For the avoidance of doubt, the Founder is permitted to act as non-executive director in no more than three (3) companies at a same time.

7.20 No Promotion. The Company agrees that it will not, without the prior written consent of the applicable GS Affiliate, in each instance, (a) use in advertising, publicity, or otherwise the name of Goldman, Sachs & Co., or any GS Affiliate, or any partner or employee of a GS Affiliate, nor any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by Goldman, Sachs & Co. or its affiliates, or (b) represent, directly or indirectly, that any product or any service provided by the Company has been approved or endorsed by Goldman, Sachs & Co. or a GS Affiliate. The Company further agrees that it shall obtain the written consent from the applicable GS Affiliate prior to the Company’s issuance of any public statement detailing such GS Affiliate’s purchase of shares pursuant to this Agreement.

7.21 Compliance with obligations. Each member of the Company Group covenants and agrees with the Series C Investors that it will comply with its obligations, covenants, agreements and undertakings under each Contract (including, for the avoidance of doubt, the Transaction Documents) (whether currently in effect or to be entered into hereafter) including, without limitation, under agreements in connection with the subscription, purchase or issue of securities of or in the Company.

7.22 No Transfers. None of the parties to this Agreement shall transfer, or permit the transfer of, any shares in the capital of the Company between the date of this Agreement and the date of Closing (or any earlier termination of this Agreement).

7.23 D&O Insurance. Within three (3) months after the Closing, the Company shall purchase and maintain a directors’ and officers’ insurance in accordance with Section 6.4 of the Shareholders Agreement.

7.24 Related Party Transactions. By December 31, 2010, the Founder shall repay all amounts due from him to the Company Group. Each Member of the Company Group covenants and agrees with the Series C Investors that it will not enter into any similar related party transactions with the Founder unless otherwise approved by the Board (including at least one of the Series C Directors, at least one of the Series B Directors and at least one of the Series A Directors).

7.25 Cancellation of the 2010 Promissory Notes. Each of Qiming and Ignition hereby agrees with the Company, and acknowledges to the other parties hereto, that upon the Closing, all of the principal and accrued interest under the 2010 Promissory Notes shall have been converted into the Series C Preferred Shares in accordance with Section 2.2(a) hereof, and, as a result, all of the 2010 Promissory Notes shall be cancelled and all of their respective rights thereunder shall terminate upon the Closing.

7.26 Registration with SAFE. The Company shall, as soon as practicable and in any event prior to the Qualified IPO of the Company, procure Samuel Li to register with SAFE in accordance with Circular 75.

8. Miscellaneous .

8.1 Termination; Survival .

(i) This Agreement may be terminated, and the transactions contemplated hereby may be abandoned at any time before the Closing: (i) by mutual written agreement of the Company and GS; (ii) by GS in the event any of the closing conditions as set forth in Section 5 herein shall have not been satisfied or waived by GS on or before the date that is forty-five (45) days after the date hereof; (iii) by GS if it so decides in accordance with Section 2.3(c) ; (iv) by the Company if GS does not proceed with Closing within forty-five (45) days after all of the conditions to Closing have been satisfied; and (v) by the Company pursuant to Section 2.3(c) hereof.

(ii) The representations and warranties set forth under Schedule D and any covenants and agreements of the Founder and the Company Group members contained in or made pursuant to this Agreement shall survive after the Closing and/or the termination of this Agreement and such representations, warranties, covenants and agreements shall in no way be affected by any due diligence or investigation of the subject matter thereof made by or on behalf of the Series C Investors or any other Party hereto and any facts which are known to any of the Series C Investors at the time of this Agreement.

(iii) Subject to Section 8.1(ii) above, if this Agreement is terminated pursuant to Section 8.1(i) above, this Agreement shall forthwith become null and void, and there shall be no liability or obligation on the part of the Company or any Series C Investor (or any of their respective officers, directors, employees, agents or other Representatives or Affiliates) under this Agreement or in connection with the transactions contemplated hereby, except that such termination shall not relieve any breaching party from liability hereunder from breach of any representation or warranty contained herein or any breach of any covenant or agreement contained herein.

8.2 Successors and Assigns . Except as otherwise provided herein, the terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties hereto whose rights or obligations hereunder are affected by such terms and conditions. This Agreement, and the rights and obligations hereunder, shall not be assigned without the mutual written consent of the Parties hereto, provided that each Series C Investor may assign its rights and obligations to an Affiliate of such Investor without consent of the other Parties under this Agreement. Nothing in this Agreement, express or implied, is intended to confer upon any Party other than the Parties hereto or their respective successors and assigns any rights, remedies, obligations, or Liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

8.3 Indemnity .

(i) Each of the Warrantors hereby agrees to jointly and severally indemnify and hold harmless each Series C Investor, and such Series C Investor’s employees, Affiliates, agents and assigns, from and against any and all Indemnifiable Losses

suffered by the Series C Investor, or such Series C Investor’s employees, Affiliates, agents and assigns, as a result of, or based upon or arising from any breach or nonperformance of any of the certificates, representations, warranties, covenants or agreements made or given by the Warrantors in or pursuant to this Agreement or any of the other Transaction Documents;

(ii) Each of the Company and the Founder hereby agrees to indemnify and hold harmless each Series C Investor and the Series C Investors’ respective employees, Affiliates, agents and assigns, from and against any and all Indemnifiable Losses suffered by the Series C Investor or such Series C Investors’ respective employees, Affiliates, agents and assigns, arising from any claims by any third party (including but not limited to any other shareholder of the Company Group or any other potential investor) as a result of any of the transactions or acts contemplated under any of the Transaction Documents to the broadest extent permitted by applicable law.

(iii) Each of the Company and the Founder hereby agrees to indemnify and hold harmless the Company and each Series C Investor and such Series C Investors’ respective employees, Affiliates, agents and assigns, from and against any and all Indemnifiable Losses suffered by the Company and/or the Series C Investor or such Series C Investors’ respective employees, Affiliates, agents and assigns, arising from:

(a) any penalties imposed on any member of the Company Group by SAIC or any other relevant government authority for non-compliance with the applicable laws and regulations relating to any capital increase of any member of the Company Group carried out before the Closing;

(b) any penalties imposed on any member of the Company Group by SAFE or any other relevant government authority for non-compliance with the applicable laws and regulations relating to any remittance of foreign currencies by any member of the Company Group carried out before the Closing;

(c) failure by the Company Group to obtain all the licences, permits, registrations and certificates necessary for the Company Group to conduct its business;

(d) failure by the Company Group to register any of the trademarks used by any member of the Company Group as at the date of this Agreement;

(e) any outstanding payments to the social security funds and/or to the housing provident fund as at the Closing Date which are requested by the relevant government authority to be repaid by the relevant member of the Company Group, and any penalties imposed on any member of the Company Group by any relevant government authority for non-compliance with any laws and regulations relating to the social security funds and/or the housing provident fund;

(f) any penalties imposed on any member of the Company Group by any relevant government authority for failing to comply with the statutory minimum wage requirements; and

(g) any claims brought by any Series A Investor or Series B Investor under either of the share purchase agreements dated May 23, 2008 and July 8, 2009 provided that, for the avoidance of doubt, no right of indemnification arises under this Section 8.3(iii)(g) for the benefit of any Series C Investor that has brought the relevant claim in its capacity as a Series A Investor or a Series B Investor (or for the benefit of any Series C Investor whose Affiliate is the relevant claiming Series A Investor or Series B Investor).

(iv) Any Party seeking indemnification with respect to any Indemnifiable Loss (an “ Indemnified Party ”) shall give written notice to the party or parties required to provide indemnity hereunder (the “ Indemnifying Party ”).

(v) If any claim, demand or Liability is asserted by any third party against any Indemnified Party, the Indemnifying Party shall upon the written request of the Indemnified Party, defend any actions or proceedings brought against the Indemnified Party in respect of matters embraced by the indemnity under this Section 8.3 . If, after a request to defend any action or proceeding, the Indemnifying Party neglects to defend the Indemnified Party, a recovery against the Indemnified Party suffered by it in good faith shall be conclusive in its favor against the Indemnifying Party, provided , however , that, if the Indemnifying Party has not received reasonable notice of the action or proceeding against the Indemnified Party or is not allowed to control its defense, judgment against the Indemnified Party shall only constitute presumptive evidence against the Indemnifying Party.

(vi) This Section 8.3 shall not be deemed to preclude or otherwise limit in any way the exercise of any other rights or pursuit of other remedies for the breach of this Agreement or with respect to any misrepresentation.

(vii) If a claim for indemnification (an “ Initial Claim” ) is made in writing against any member of the Company Group or any Warrantor or the Founder (whether under this Section 8.3 or otherwise) by any person that is a Series A Investor, a Series B Investor or any other existing Shareholder (any such person a “ Claimant” ), that person (and the Company, the relevant Warrantor and, as applicable, the Founder) shall promptly give notice of the Initial Claim to each Series C Investor (and no Initial Claim may be pursued against any member of the Company Group, a Warrantor or the Founder unless and until such notice has been properly given by the Claimant). If, following receipt of such notice, a claim for indemnification is made in writing by a Series C Investor against any member of the Company Group, a Warrantor or the Founder on the basis of underlying acts or omissions that are substantially the same as those of the Initial Claim (any such claim by a Series C Investor being a “ Series C Claim” ), then the Series C Claim and the Initial Claim shall rank on a pari passu basis.

(viii) Without limiting Section 8.3(vii) above, if a claim for indemnification (a “ First Claim” ) is made against any member of the Company Group or any Warrantor or the Founder (whether under this Section 8.3 or otherwise) by a Series C Investor in its capacity as such (a “ Series C Claimant ”) and, separately, by any other existing Shareholder (the “ Second Claim” ) in circumstances where the underlying acts or omissions that are relevant in the First Claim are substantially the same as those of the Second Claim, then the First Claim and the Second Claim shall rank on a pari passu basis .

(ix) For the purposes of this Section 8.3 , the “ Indemnifiable Losses ” of an Indemnified Party shall include a quantifiable diminution in the value of any member of the Company Group (to the extent only that such diminution in value has not been made good (x) by the Founder, or (y) by recovery under any claim against a third party) arising out of a matter the subject of the indemnities in Sections 8.3(i) , (ii) and/or (iii) (the “ Relevant Diminution ”), which diminution shall be deemed to be an Indemnifiable Loss of the relevant Indemnified Party of an amount equal to a percentage of the amount of the Relevant Diminution that is equal to the percentage interest of that Indemnified Party in the share capital of the Company (on an as-converted basis).

8.4 Tax and Social Insurance Expenses . Notwithstanding Section 8.3 , the Founder shall pay to the relevant member of the Company Group the full amount of any losses, liabilities, damages, liens, penalties, costs and expenses, incurred by and associated with any failure by any member of the Company Group to pay any Taxes or social insurance contributions owed by it (both as a taxpayer and a withholding agent) prior to the Closing or attributable to its operational period prior to the Closing. For the avoidance of doubt, the Founder shall not be obligated to pay any outstanding Taxes or social insurance contributions owed by a member of the Company Group to the relevant government authority on behalf of such member of the Company Group.

8.5 Governing Law . This Agreement shall be governed by and construed under the Laws of Hong Kong, without regard to principles of conflicts of law thereunder.

8.6 Dispute Resolution .

(i) Any dispute, controversy or claim (each, a “ Dispute ”) arising out of or relating to this Agreement, or the interpretation, breach, termination or validity hereof, shall be resolved at the first instance through consultation between the parties to such Dispute. Such consultation shall begin immediately after any party has delivered written notice to any other party to the Dispute requesting such consultation.

(ii) If the Dispute is not resolved within thirty (30) days following the date on which such notice is given, the Dispute shall be submitted to arbitration upon the request of any party to the Dispute with notice to each other party to the Dispute (the “ Arbitration Notice ”).

(iii) The arbitration shall be conducted in Hong Kong and shall be administered by the Hong Kong International Arbitration Centre (the “ HKIAC ”) in accordance with the HKIAC Administered Arbitration Rules in force at the time of the commencement of the arbitration. There shall be one (1) arbitrator who shall be qualified to practice Law in Hong Kong chosen by the Secretary General of the HKIAC.

(iv) The arbitration proceedings shall be conducted in English. If the HKIAC Administered Arbitration Rules are in conflict with the provisions of this Section 8.6 , including the provisions concerning the appointment of arbitrators, the provisions of this Section 8.6 shall prevail.

(v) The arbitrator shall decide any dispute submitted by the parties to the arbitration tribunal strictly in accordance with the substantive Law of Hong Kong and shall not apply any other substantive Law.

(vi) Any party to the Dispute shall be entitled to seek preliminary injunctive relief, if possible, from any court of competent jurisdiction pending the constitution of the arbitral tribunal.

(vii) The Parties to this Agreement agree to the consolidation of arbitrations under the Transaction Documents in accordance with the provisions of this Section 8.6 .

(a) In the event of two or more arbitrations having been commenced under any of the Transaction Documents, the tribunal in the arbitration first filed (the “ Principal Tribunal ”) may in its sole discretion, upon the application of any party to the arbitrations, order that the proceedings be consolidated before the Principal Tribunal if (1) there are issues of fact and/or law common to the arbitrations, (2) the interests of justice and efficiency would be served by such a consolidation, and (3) no prejudice would be caused to any party in any material respect as a result of such consolidation, whether through undue delay or otherwise. Such application shall be made as soon as practicable and the party making such application shall give notice to the other parties to the arbitrations.

(b) The Principal Tribunal shall be empowered to (but shall not be obliged to) order at its discretion, after inviting written (and where desired oral) representations from the parties that all or any of such arbitrations shall be consolidated or heard together and/or that the arbitrations be heard immediately after another and shall establish a procedure accordingly. All parties shall take such steps as are necessary to give effect and force to any orders of the Principal Tribunal.

(c) If the Principal Tribunal makes an order for consolidation, it: (1) shall thereafter, to the exclusion of other arbitral tribunals, have jurisdiction to resolve all disputes forming part of the consolidation order; (2) shall order that notice of the consolidation order and its effect be given immediately to any arbitrators already appointed in relation to the disputes that were consolidated under the consolidation order; and (3) may also give such directions as it considers appropriate (i) to give effect to the consolidation and make provision for any costs which may result from it (including costs in any arbitration rendered functus officio under this Section 8.6 ); and (ii) to ensure the proper organization of the arbitration proceedings and that all the issues between the parties are properly formulated and resolved.

(d) Upon the making of the consolidation order, any appointment of arbitrators relating to arbitrations that have been consolidated by the Principal Tribunal (except for the appointment of the arbitrators of the Principal Tribunal itself) shall for all purposes cease to have effect and such arbitrators are deemed to be functus officio, on and from the date of the consolidation order. Such cessation is without prejudice to (1) the validity of any acts done or orders made by such arbitrators before termination, (2) such arbitrators’ entitlement to be paid their proper fees and disbursements and (3) the date when any claim or defense was raised for the purpose of applying any limitation period or any like rule or provision.

(e) The Parties hereby waive any objections they may have as to the validity and/or enforcement of any arbitral awards made by the Principal Tribunal following the consolidation of disputes or arbitral proceedings in accordance with this Section 8.6 where such objections are based solely on the fact that consolidation of the same has occurred.

(viii) During the course of the arbitration tribunal’s adjudication of the dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication.

(ix) The award of the arbitration tribunal shall be final and binding upon the parties, and the prevailing party may apply to a court of competent jurisdiction for enforcement of such award.

8.7 Notices . Any notice required or permitted pursuant to this Agreement shall be given in writing and shall be given either personally or by sending it by next-day or second-day courier service, fax, electronic mail or similar means to the address as shown below the signature of such Party on the signature page of this Agreement (or at such other address as such Party may designate by fifteen (15) days’ advance written notice to the other Parties to this Agreement given in accordance with this Section 8.7 ). Where a notice is sent by next-day or second-day courier service, service of the notice shall be deemed to be effected by properly addressing, pre-paying and sending by next-day or second-day service through an internationally-recognized courier a letter containing the notice, with a confirmation of delivery, and to have been effected at the expiration of two (2) days after the letter containing the same is sent as aforesaid. Where a notice is sent by fax or electronic mail, service of the notice shall be deemed to be effected by properly addressing, and sending such notice through a transmitting organization, with a written confirmation of delivery, and to have been effected on the day the same is sent as aforesaid.

8.8 Fees and Expenses . The Company shall pay all of its own Taxes, costs and expenses incurred in connection with the negotiation, execution, delivery and performance of this Agreement and other Transaction Documents and the transactions contemplated hereby and thereby. The Company shall pay or reimburse all Taxes, costs and expenses incurred by GS for the purpose of preparing the Transaction Documents and related professional work (including but not limited to fees and expenses of GS’ counsels, accountants and industry consultants, other out-of-pocket costs and administration expenses), up to US$300,000 (such expenses and costs, the “ Reimbursed Expenses ”). For the avoidance of doubt, save where the transactions contemplated herein are not performed solely due to reasons attributable to GS , the Company shall bear all legal costs and expenses incurred by or on behalf of GS in the preparation of the Transaction Documents and any and all other documents contemplated thereby, up to US$300,000 (and on exercise by GS of any right or discretion not to waive any condition or to terminate this Agreement shall not constitute a reason attributable to GS). If any action at law or in equity is necessary to enforce or interpret the terms of this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees and expenses in addition to any other relief to which such party may be entitled. Notwithstanding anything to the contrary herein, GS shall be entitled to withhold up to the full amount of the Reimbursed Expenses from the purchase price payable by it pursuant to Section 2 hereof at the Closing. If any Tax withholding or deduction is required by the Company on its payment to GS under this Section 8.8, the Company shall pay an additional amount such that the total amount received by GS will be without any Tax withholding or deduction.

8.9 Finder’s Fee . Each of the Warrantors and the Series C Investors represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction save and except the following:

(i) a finder’s fee payable by GS; and

(ii) Series B Preferred Warrants issued by the Company to Mr. Liang XiaoPing.

Each Series C Investor agrees, severally (and not jointly or jointly and severally), to indemnify and to hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s fee (and the costs and expenses of defending against such liability or asserted liability) for which such Series C Investor or any of its officers, partners, employees or representatives is responsible. Each Warrantor agrees, jointly and severally, to indemnify and hold harmless each Series C Investor from any liability for any commission or compensation in the nature of a finder’s fee (and the costs and expenses of defending against such liability or asserted liability) for which such Warrantor or any of its officers, employees or representatives is responsible.

8.10 Severability . If one or more provisions of this Agreement are held to be unenforceable under applicable Law, such provision shall be excluded from this Agreement and the balance of the Agreement shall be interpreted as if such provision were so excluded and shall be enforceable in accordance with its terms.

8.11 Amendments and Waivers . Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and GS. Any amendment or waiver effected in accordance with this paragraph shall be binding upon each of the Parties hereto. Notwithstanding the above, (i) any amendment to Schedules A-4 , B-1 , B-2 , B-3 , C-1 and C-2 to this Agreement shall only be effective with the written consent of all Parties hereto, and (ii) an amendment or waiver shall not be effective or enforceable against a particular Series C Investor without such Investor’s written consent if such amendment or waiver adversely affects the rights of such Series C Investor hereunder in a manner that is materially different from the effect thereof on the other Series C Investors.

8.12 No Waiver . Failure to insist upon strict compliance with any of the terms, covenants, or conditions hereof will not be deemed a waiver of such term, covenant, or condition, nor will any waiver or relinquishment of, or failure to insist upon strict compliance with, any right, power or remedy power hereunder at any one or more times be deemed a waiver or relinquishment of such right, power or remedy at any other time or times.

8.13 Rights Cumulative . Each and all of the various rights, powers and remedies of a party hereto will be considered to be cumulative with and in addition to any other rights, powers and remedies which such Party may have at law or in equity in the event of the breach of any of the terms of this Agreement. The exercise or partial exercise of any right, power or remedy will neither constitute the exclusive election thereof nor the waiver of any other right, power or remedy available to such Party.

8.14 Delays or Omissions . No delay or omission to exercise any right, power or remedy accruing to any Party under this Agreement, upon any breach or default of any other Party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting Party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Party of any breach or default under this Agreement, or any waiver on the part of any Party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All

remedies, either under this Agreement or by Law or otherwise afforded to any Party, shall be cumulative and not alternative.

8.15 No Presumption . The Parties acknowledge that any applicable Law that would require interpretation of any claimed ambiguities in this Agreement against the Party that drafted it has no application and is expressly waived. If any claim is made by a Party relating to any conflict, omission or ambiguity in the provisions of this Agreement, no presumption or burden of proof or persuasion will be implied because this Agreement was prepared by or at the request of any Party or its counsel.

8.16 Headings and Subtitles; Interpretation . The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. Unless a provision hereof expressly provides otherwise: (i) the term “or” is not exclusive; (ii) words in the singular include the plural, and words in the plural include the singular; (iii) the terms “herein”, “hereof”, and other similar words refer to this Agreement as a whole and not to any particular section, subsection, paragraph, clause, or other subdivision; (iv) the term “including” will be deemed to be followed by, “but not limited to”, (v) the masculine, feminine, and neuter genders will each be deemed to include the others; (vi) the terms “shall”, “will”, and “agrees” are mandatory, and the term “may” is permissive; (vii) the term “day” means “calendar day”, and (viii) all references to dollars or to “US$” are to currency of the United States of America (and shall be deemed to include reference to the equivalent amount in other currencies).

8.17 Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile and e-mailed copies of signatures shall be deemed to be originals for purposes of the effectiveness of this Agreement.

8.18 No Commitment for Additional Financing . The Company acknowledges and agrees that no Series C Investor has made any representation, undertaking, commitment or agreement to provide or assist the Company in obtaining any financing, investment or other assistance, other than the purchase of the Purchase Shares as set forth herein and subject to the conditions set forth herein. In addition, the Company acknowledges and agrees that (i) no statements, whether written or oral, made by any Series C Investor or its representatives prior to, on or after the date of this Agreement shall create an obligation, commitment or agreement to provide or assist the Company in obtaining any financing or investment, (ii) the Company shall not rely on any such statement by any Series C Investor or its representatives and (iii) an obligation, commitment or agreement to provide or assist the Company in obtaining any financing or investment may only be created by a written agreement, signed by such Series C Investor and the Company, setting forth the terms and conditions of such financing or investment and stating that the parties intend for such writing to be a binding obligation or agreement. Each Series C Investor shall have the right, in it sole and absolute discretion, to refuse or decline to participate in any other financing of or investment in the Company, and shall have no obligation to assist or cooperate with the Company in obtaining any financing, investment or other assistance.

8.19 Entire Agreement . This Agreement and the Transaction Documents, together with all schedules and exhibits hereto and thereto, constitute the entire agreement among the Parties with respect to the subject matter hereof and thereof, and no Party shall be liable or bound to any other Party in any manner by any warranties, representations, or covenants except as specifically set forth herein or therein. For the avoidance of doubt, this Agreement shall be

deemed to terminate and supersede the provisions of the Term Sheet and any letter of intent, memorandum of understanding, confidentiality and nondisclosure agreement, or any other agreement executed between any Series C Investor and the Company prior to the date of this Agreement, none of which agreements, including the Term Sheet, shall continue.

8.20 Conflict with Articles . In the event of any conflict between the provisions of this Agreement and the provisions of the Amended Articles, as between the parties to this Agreement the provisions of this Agreement shall prevail. The parties agree to use their best endeavors to take such steps and, without limitation to the generality of the foregoing, to exercise the voting rights in respect of all shares of the Company held by them and to amend the Amended Articles in such manner as the Company is advised by its Cayman Islands counsel will remove any such conflict and give effect to the provisions of this Agreement.

8.21 No Negotiation . During the period from the date hereof until (i) the date that is forty-five (45) days after the date hereof or (ii) the Closing Date (whichever is earlier) (the “ No Negotiation Period ”), other than discussions with the Investors regarding the transactions contemplated hereby, none of the Company Group members and the Founder shall, directly or indirectly, through any officer, director, agent or otherwise, make, solicit, initiate or encourage submission of any proposal or offer from any Person (including any of its officers or employees) relating to any acquisition of any equity securities in or material assets of the Company Group (a “ Transaction Proposal ”). Each member of the Company Group and the Founder shall immediately cease and cause to be terminated all ongoing contacts or negotiations, if any, with respect to any Transaction Proposal. During the No Negotiation Period, each member of the Company Group and the Founder shall promptly notify the Series C Investors if any Transaction Proposal, or any inquiry or contact with any Person with respect thereto, is made and shall promptly provide the Series C Investors with such information regarding such Transaction Proposal, inquiry or contact as the Series C Investors may request.

8.22 Signing and Binding. Notwithstanding that any Party does not validly execute this Agreement, this Agreement shall be binding, effective and enforceable to and among all those Parties duly executing this Agreement, in which case, the “Parties” or “Party” used in this Agreement shall refer to those Parties duly executing the Agreement.

[ The remainder of this page has been left intentionally blank ]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

COMPANY:	PRUDENT CHOICE INTERNATIONAL LIMITED


	By:	/s/ Ruiping Zhang
	Name:
	Capacity:
	Address:		23/F Shengai Building
			88 Caoxi Road North
			Shanghai 200030
	Fax:		+86 21 5489 1121
	Attn:		Ruiping Zhang

[Signature Page to Share Purchase Agreement

for the Issuance of Series C Preferred Shares in Prudent Choice International Limited]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

MEMBERS OF THE COMPANY GROUP:	SHANGHAI EHI BUSINESS CO., LTD.
	( 上海一嗨商务有限公司 )


	By:	/s/ Ruiping Zhang
	Name:
	Capacity:
	Address:		23/F Shengai Building
			88 Caoxi Road North
			Shanghai 200030
	Fax:		+86 21 5489 1121
	Attn:		Ruiping Zhang

	SHANGHAI EHI CAR RENTAL CO., LTD
	( 上海一嗨汽车租赁有限公司 )


	By:	/s/ Ruiping Zhang
	Name:
	Capacity:
	Address:		23/F Shengai Building
			88 Caoxi Road North
			Shanghai 200030
	Fax:		+86 21 5489 1121
	Attn:		Ruiping Zhang

[Signature Page to Share Purchase Agreement

for the Issuance of Series C Preferred Shares in Prudent Choice International Limited]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

MEMBERS OF THE COMPANY GROUP:	BEIJING EHI CAR RENTAL CO., LTD.
	( 北京一嗨汽车租赁有限公司 )


	By:	/s/ Ruiping Zhang
	Name:
	Capacity:
	Address:		23/F Shengai Building
			88 Caoxi Road North
			Shanghai 200030
	Fax:		+86 21 5489 1121
	Attn:		Ruiping Zhang

	SHUZHI INFORMATION TECHNOLOGY (SHANGHAI) CO., LTD.
	( 树知信息技术科技（上海）有限公司 )


	By:	/s/ Ruiping Zhang
	Name:
	Capacity:
	Address:		23/F Shengai Building
			88 Caoxi Road North
			Shanghai 200030
	Fax:		+86 21 5489 1121
	Attn:		Ruiping Zhang

[Signature Page to Share Purchase Agreement

for the Issuance of Series C Preferred Shares in Prudent Choice International Limited]

MEMBERS OF THE COMPANY GROUP:	JINAN EHI CAR RENTAL CO., LTD.
	( 济南一嗨汽车租赁有限公司 )


	By:	/s/ Ruiping Zhang
	Name:
	Capacity:
	Address:		23/F Shengai Building
			88 Caoxi Road North
			Shanghai 200030
	Fax:		+86 21 5489 1121
	Attn:		Ruiping Zhang

	CHONGQING EHI CAR RENTAL CO., LTD.
	( 重庆一嗨汽车租赁有限公司 )


	By:	/s/ Ruiping Zhang
	Name:
	Capacity:
	Address:		23/F Shengai Building
			88 Caoxi Road North
			Shanghai 200030
	Fax:		+86 21 5489 1121
	Attn:		Ruiping Zhang

[Signature Page to Share Purchase Agreement

for the Issuance of Series C Preferred Shares in Prudent Choice International Limited]

MEMBERS OF THE COMPANY GROUP:	HAINAN EHI SELF DRIVE CAR SERVICES CO., LTD.
	( 海南一嗨自驾车服务有限公司 )


	By:	/s/ Ruiping Zhang
	Name:
	Capacity:
	Address:		23/F Shengai Building
			88 Caoxi Road North
			Shanghai 200030
	Fax:		+86 21 5489 1121
	Attn:		Ruiping Zhang

	WUXI EHI CAR RENTAL CO., LTD.
	( 无锡一嗨汽车租赁有限公司 )


	By:	/s/ Ruiping Zhang
	Name:
	Capacity:
	Address:		23/F Shengai Building
			88 Caoxi Road North
			Shanghai 200030
	Fax:		+86 21 5489 1121
	Attn:		Ruiping Zhang

	GUANGZHOU HAIDA CAR RENTAL CO. LTD.
	( 广州嗨达汽车租赁有限公司 )


	By:	/s/ Ruiping Zhang
	Name:
	Capacity:
	Address:		1005, First Floor,
			436 Yanlin Road,
			Tianhe District, Guangzhou
	Fax:		+86 20 8770 5193
	Attn:		Ruiping Zhang

[Signature Page to Share Purchase Agreement

for the Issuance of Series C Preferred Shares in Prudent Choice International Limited]

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

FOUNDER:


	By:	/s/ Ruiping Zhang
		Name: Ruiping Zhang
		ID/PASSPORT Number: 711188529
		Address:	23/F Shengai Building
			88 Caoxi Road North
			Shanghai 200030
		Fax:	+86 21 5489 1121

[Signature Page to Share Purchase Agreement

for the Issuance of Series C Preferred Shares in Prudent Choice International Limited]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.

INVESTOR:	CDH CAR RENTAL SERVICE LIMITED


	By:	/s/ Yan Huang
	Name:
	Capacity:
	Address:		1503, Level 15, International
			Commerce Centre, 1 Austin Road
			West, Kowloon, Hong Kong
	Fax:		+852 2810 7083

[Signature Page to Share Purchase Agreement

for the Issuance of Series C Preferred Shares in Prudent Choice International Limited]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.

INVESTOR:	JAFCO ASIA TECHNOLOGY FUND IV


	By:	/s/ Hiroshi Yamada
	Name: Hiroshi Yamada
	Capacity:		Attorney
	Address:		JAFCO Investment (Asia Pacific) Ltd.
			6 Battery Road #42-01
			Singapore 049909
	Fax:		+65 6221-3690
	Attention:		The President

	With a copy to:

	JAFCO INVESTMENT (HONG KONG) LTD
	Shanghai Representative Office

	Address:		Suite 42-021, 42/F
			HSBC Tower
			1000 Lujiazui Ring Road
			Pudong New Area
			Shanghai 200120, China
	Fax :		+86 21 6841 3800
	Attention:		Chief Representative

[Signature Page to Share Purchase Agreement

for the Issuance of Series B Preferred Shares in Prudent Choice International Limited]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.

INVESTOR:	NEW ACCESS CAPITAL INTERNATIONAL LIMITED


	By:	/s/ Qian Xuefeng
	Name: Qian Xuefeng
	Capacity:		Director
	Address:		Unit 14F-A1 CATIC Building
			212 Jiangning Road
			Shanghai 20004, China
	Fax:		+86 21 52895210

[Signature Page to Share Purchase Agreement

for the Issuance of Series B Preferred Shares in Prudent Choice International Limited]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.

INVESTORS:	QIMING VENTURE PARTNERS II, L.P. ,
	a Cayman Islands exempted limited partnership

	By: QIMING GP II, L.P., a Cayman Islands exempted limited partnership

	By: QIMING CORPORATE GP II, LTD., a Cayman Islands corporation


	By:	/s/ John T. Zagula
	Its:		Managing Director
	Address:		11400 SE 6 th Street Suite 100
			Bellevue, WA98004
	Fax:		425.709.0798

	Signing Location:				Seattle WA U.S.A

	Signature of Witness:					/s/ Jennifer J. Snyder

	Name of Witness:			Jennifer J. Snyder

	QIMING VENTURE PARTNERS II-C, L.P. , a Cayman Islands exempted limited partnership

	By: QIMING GP II, L.P., a Cayman Islands exempted limited partnership

	By: QIMING CORPORATE GP II, LTD., a Cayman Islands corporation


	By:	/s/ John T. Zagula
	Its:		Managing Director
	Address:		11400 SE 6 th Street Suite 100
			Bellevue, WA98004
	Fax:		425.709.0798

	Signing Location:				Seattle WA U.S.A

	Signature of Witness:					/s/ Jennifer J. Snyder

	Name of Witness:			Jennifer J. Snyder

[Signature Page to Share Purchase Agreement

for the Issuance of Series C Preferred Shares in Prudent Choice International Limited]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.

INVESTORS:	QIMING MANAGING DIRECTORS FUND II, L.P. , a Cayman Islands exempted limited partnership

	By: QIMING CORPORATE GP II, LTD., a Cayman Islands corporation


	By:	/s/ John T. Zagula
	Its:		Managing Director
	Address:		11400 SE 6 th Street Suite 100
			Bellevue, WA98004
	Fax:		425.709.0798

	Signing Location:				Seattle WA U.S.A


	Signature of Witness:					/s/ Jennifer J. Snyder

	Name of Witness:			Jennifer J. Snyder

[Signature Page to Share Purchase Agreement

for the Issuance of Series C Preferred Shares in Prudent Choice International Limited]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.

INVESTOR:	IGNITION GROWTH CAPITAL I, L.P. , a Delaware limited partnership

	IGNITION GROWTH GP, LLC, a Delaware limited liability company, General Partner


	By:	/s/ John T. Zagula

	Name:	John T. Zagula

	Title:	Managing Director

	Address:		11400 SE 6 th Street Suite 100
			Bellevue, WA98004
	Fax:		425.709.0798

	IGNITION GROWTH CAPITAL MANAGING DIRECTORS FUND I, LLC , a Delaware limited liability company


	By:	/s/ John T. Zagula

	Name:	John T. Zagula

	Title:	Managing Director

	Address:		11400 SE 6 th Street Suite 100
			Bellevue, WA98004
	Fax:		425.709.0798

[Signature Page to Share Purchase Agreement

for the Issuance of Series C Preferred Shares in Prudent Choice International Limited]

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.

INVESTOR:	GS CAR RENTAL HK LIMITED


	By:	/s/ Stephanie M. Hul

	Name:	Stephanie M. Hul

	Title:	Managing Director

	Address: Level 28, Three Pacific Place
	1 Queen’s Road East
	Hong Kong

	Fax: +852 2978 0440


INVESTOR:	GS CAR RENTAL HK PARALLEL LIMITED


	By:	/s/ Stephanie M. Hul

	Name:	Stephanie M. Hul

	Title:	Managing Director

	Address: Level 28, Three Pacific Place
	1 Queen’s Road East
	Hong Kong

	Fax: +852 2978 0440

[Signature Page to Share Purchase Agreement

for the Issuance of Series C Preferred Shares in Prudent Choice International Limited]

SCHEDULE A-1

MEMBERS OF THE COMPANY GROUP

Name	Type & Jurisdiction	Address
Prudent Choice International Limited	Limited Liability Company Cayman Islands	the offices of Offshore Incorporations (Cayman) Limited, Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman KY1-1112, Cayman Islands

Shanghai eHi Car Rental Co., Ltd. 上海一嗨汽车租赁有限公司	Limited Liability Company PRC	Unit 409, Block 49, 555 Wenxi Road, Shanghai ( 上海市闻喜路 555 弄 49 号 409 室 )

Shanghai eHi Business Co., Ltd. 上海一嗨商务有限公司	Limited Liability Company PRC	Unit 452, Block A, 135 Kangjian Road, Shanghai ( 上海市康健路 135 号 A 座 452 室 )

Beijing eHi Car Rental Co., Ltd. 北京一嗨汽车租赁有限公司	Limited Liability Company PRC	Unit 1, 11/F, Block 5, 38 Garden Road North, Haidian District, Beijing ( 北京市海淀区花园北路 38 号 5 号楼 11 层 1 号 )

Jinan eHi Car Rental Co., Ltd. 济南一嗨汽车租赁有限公司	Limited Liability Company PRC	221 Jingsan Road, Huaiyin District, Jinan ( 济南市槐荫区经三路 221 号 )

Chongqing eHi Car Rental Co., Ltd. 重庆一嗨汽车租赁有限公司	Limited Liability Company PRC	Sub No. 49, 56 Taishan Avenue East, Beibu New District, Chongqing ( 重庆市北部新区泰山大道东段 56 号附 49 号 )

Hainan eHi Self Drive Car Services Co., Ltd. 海南一嗨自驾车服务有限公司	Limited Liability Company PRC	Room 1015, Unit 3, Huilong Plaza, 89 Longkun Road South, Haikou ( 海口市龙昆南路 89 号汇隆广场 3 单元 1015 房 )

Wuxi eHi Car Rental Co., Ltd. 无锡一嗨汽车租赁有限公司	Limited Liability Company PRC	37 Beida Street, Beitang District, Wuxi ( 无锡市北塘区北大街 37 号 )

Guangzhou Haida Car Rental Co. Ltd. 广州嗨达汽车租赁有限公司	Limited Liability Company PRC	1005, First Floor, 436 Yanlin Road, Tianhe District, Guangzhou ( 广州市天河区燕岭路 436 号首层自编 1005 铺 )

Shuzhi Information Technology (Shanghai) Co., Ltd. 树知信息技术科技（上海）有限公司	Wholly Foreign — owned Enterprise PRC	Unit 406, Block 49, 555 Wenxi Road, Shanghai ( 上海市闻喜路 555 弄 49 号 406 室 )

SCHEDULE A-1

SCHEDULE A-2

LIST OF SERIES A INVESTORS

Name	Jurisdiction	Address
QIMING VENTURE PARTNERS II, L.P.	Limited Partnership Cayman Islands	PO Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands

QIMING VENTURE PARTNERS II-C, L.P.	Limited Partnership Cayman Islands	PO Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands

Q IMING MANAGING DIRECTORS FUND II, L.P.	Limited Partnership Cayman Islands	PO Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands

IGNITION GROWTH CAPITAL I, L.P.	Limited Partnership Delaware	2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808

IGNITION GROWTH CAPITAL MANAGING DIRECTORS FUND I, LLC	Limited Partnership Delaware	2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808

SCHEDULE A-2

SCHEDULE A-3

LIST OF SERIES B INVESTORS

Name	Jurisdiction	Address
QIMING VENTURE PARTNERS II, L.P.	Limited Partnership Cayman Islands	PO Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands

QIMING VENTURE PARTNERS II-C, L.P.	Limited Partnership Cayman Islands	PO Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands

Q IMING MANAGING DIRECTORS FUND II, L.P.	Limited Partnership Cayman Islands	PO Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands

IGNITION GROWTH CAPITAL I, L.P.	Limited Partnership Delaware	2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808

IGNITION GROWTH CAPITAL MANAGING DIRECTORS FUND I, LLC	Limited Partnership Delaware	2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808

CDH CAR RENTAL SERVICE LIMITED	International Business Company British Virgin Islands	Maples Corporate Services (BVI) Limited, PO Box 173 Kingston Chambers Road Town, Tortola British Virgin Islands

JAFCO ASIA TECHNOLOGY FUND IV	Exempted Company Cayman Islands	Walkers SPV Limited, Walker House, 87 Mary Street, George Town, Grand Cayman, Cayman Islands

NEW ACCESS CAPITAL INTERNATIONAL LIMITED	Company British Virgin Islands	P.O. Box 173, Kingston Chambers, Road Town, Tortola, British Virgin Islands

SCHEDULE A-3

SCHEDULE A-4

LIST OF SERIES C INVESTORS

Name	Jurisdiction	Address
GS CAR RENTAL HK LIMITED	Hong Kong	Level 28, Three Pacific Place 1 Queen’s Road East Hong Kong

GS CAR RENTAL HK PARALLEL LIMITED	Hong Kong	Level 28, Three Pacific Place 1 Queen’s Road East Hong Kong

CDH CAR RENTAL SERVICE LIMITED	International Business Company British Virgin Islands	Maples Corporate Services (BVI) Limited, PO Box 173 Kingston Chambers Road Town, Tortola British Virgin Islands

JAFCO ASIA TECHNOLOGY FUND IV	Exempted Company Cayman Islands	Walkers SPV Limited, Walker House, 87 Mary Street, George Town, Grand Cayman, Cayman Islands

NEW ACCESS CAPITAL INTERNATIONAL LIMITED	Company British Virgin Islands	P.O. Box 173, Kingston Chambers, Road Town, Tortola, British Virgin Islands

QIMING VENTURE PARTNERS II, L.P.	Limited Partnership Cayman Islands	PO Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands

QIMING VENTURE PARTNERS II-C, L.P.	Limited Partnership Cayman Islands	PO Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands

Q IMING MANAGING DIRECTORS FUND II, L.P.	Limited Partnership Cayman Islands	PO Box 309 GT, Ugland House, South Church Street, George Town, Grand Cayman, Cayman Islands

IGNITION GROWTH CAPITAL I, L.P.	Limited Partnership Delaware	2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808

IGNITION GROWTH CAPITAL MANAGING DIRECTORS FUND I, LLC	Limited Partnership Delaware	2711 Centerville Road, Suite 400, Wilmington, New Castle County, Delaware 19808

SCHEDULE A-4

SCHEDULE B-1

SCHEDULE OF INVESTMENT PARTICULARS

CLOSING

Investor Name	Number of Series C Preferred Shares	Cash Consideration Payable for Series C Preferred Shares 1		Cancellation of 2010 Promissory Notes and Accrued Interests as Consideration for Series C Preferred Shares
GS CAR RENTAL HK LIMITED	7,258,482	US$	22,573,882.21	—
GS CAR RENTAL HK PARALLEL LIMITED	1,068,894	US$	3,324,259.58	—
CDH CAR RENTAL SERVICE LIMITED	3,424,634	US$	10,650,611.29	—
JAFCO ASIA TECHNOLOGY FUND IV	856,127	US$	2,662,554.31	—
NEW ACCESS CAPITAL INTERNATIONAL LIMITED	68,493	US$	213,012.15	—
QIMING VENTURE PARTNERS II, L.P.	1,735,100	US$	2,331,689.00	US$	3,064,472.87
QIMING VENTURE PARTNERS II-C, L.P.	151,935	US$	204,175.44	US$	268,342.00
QIMING MANAGING DIRECTORS FUND II, L.P.	25,250	US$	33,931.59	US$	44,595.32
IGNITION GROWTH CAPITAL I, L.P.	1,079,508	US$	1,587,955.65	US$	1,769,314.88
IGNITION GROWTH CAPITAL MANAGING DIRECTORS FUND I, LLC	11,320	US$	16,651.01	US$	18,552.71
Total	15,679,743	US$	43,598,722.23	US$	5,165,277.78

1 The cash consideration payable by each Qiming entity and each Ignition entity will be satisfied in part by the conversion of the 2010 Promissory Notes held by them and, as to the balance, by the payment of cash. The cash consideration stated as being payable by such entities in this Schedule B-1 is stated as at the date of this Agreement and is calculated based on the principal and accrued interest on the 2010 Promissory Notes as at that date. For each day from (and excluding) the date of this Agreement to (and excluding) the date of Closing, the amount of the aggregate consideration that must be settled in cash by those entities will reduce by US$1,388.89 (and the amount to be satisfied by conversion of the 2010 Promissory Notes will increase by the same amount).

SCHEDULE B-1

SCHEDULE B-2

SCHEDULE OF WARRANTS PARTICULARS

SERIES C-1 PREFERRED WARRANTS

Investor Name		Number of Series C-1 Preferred Shares
QIMING VENTURE PARTNERS II, L.P.		225,363
QIMING VENTURE PARTNERS II-C, L.P.		19,734
Q IMING MANAGING DIRECTORS FUND II, L.P.		3,280
IGNITION GROWTH CAPITAL I, L.P.		0
IGNITION GROWTH CAPITAL MANAGING DIRECTORS FUND I, LLC		0
CDH CAR RENTAL SERVICE LIMITED		0
JAFCO ASIA TECHNOLOGY FUND IV		0
NEW ACCESS CAPITAL INTERNATIONAL LIMITED		0
Total		248,377

SCHEDULE B-2

SCHEDULE B-3

SCHEDULE OF WARRANTS PARTICULARS

	Number of Series C Preferred Shares
Investor Name	Series C-2 Preferred Warrants	Series C-3 Preferred Warrants
GS CAR RENTAL HK LIMITED	657,469	635,554
GS CAR RENTAL HK PARALLEL LIMITED	96,820	93,592
CDH CAR RENTAL SERVICE LIMITED	310,201	299,861
JAFCO ASIA TECHNOLOGY FUND IV	77,547	74,963
NEW ACCESS CAPITAL INTERNATIONAL LIMITED	6,204	5,997
QIMING VENTURE PARTNERS II, L.P.	157,165	151,926
QIMING VENTURE PARTNERS II-C, L.P.	13,762	13,303
QIMING MANAGING DIRECTORS FUND II, L.P.	2,287	2,211
IGNITION GROWTH CAPITAL I, L.P.	97,782	94,522
IGNITION GROWTH CAPITAL MANAGING DIRECTORS FUND I, LLC	1,025	991
Total	1,420,262	1,372,920

SCHEDULE B-3

SCHEDULE C- 1

CAPITALIZATION TABLE

Fully Diluted Capitalization Immediately prior to the Closing :

Name of Shareholder	Class of Shares	Number of Shares	Percentage
Ruiping Zhang	Ordinary	7,233,570	30.86	%
Prime Gift Group Limited	Ordinary	461,573	1.97	%
ESOP	Ordinary	1,029,430	4.39	%
Qiming Venture Partners II, L.P.	Preferred Series A	3,856,212	16.45	%
Qiming Venture Partners II, L.P.	Preferred Series B	2,367,206	10.10	%
Qiming Venture Partners II-C, L.P.	Preferred Series A	337,671	1.44	%
Qiming Venture Partners II-C, L.P.	Preferred Series B	207,286	0.88	%
Q iming Managing Directors Fund II, L.P.	Preferred Series A	56,117	0.24	%
Q iming Managing Directors Fund II, L.P.	Preferred Series B	34,447	0.15	%
Ignition Growth Capital I, L.P.	Preferred Series A	742,217	3.17	%
Ignition Growth Capital I, L.P.	Preferred Series B	899,658	3.84	%
Ignition Growth Capital Managing Directors Fund I, LLC	Preferred Series A	7,783	0.03	%
Ignition Growth Capital Managing Directors Fund I, LLC	Preferred Series B	9,433	0.04	%
CDH Car Rental Service Limited	Preferred Series B	4,877,273	20.81	%
JAFCO Asia Technology Fund IV	Preferred Series B	1,219,273	5.20	%
New Access Capital International Limited	Preferred Series B	97,545	0.42	%
Total		23,436,694	100.00	%

SCHEDULE C-2

SCHEDULE C- 2

CAPITALIZATION TABLE

Fully Diluted Capitalization Immediately after the Closing :

Name of Shareholder	Class of Shares	Number of Shares issued	Percentage based on Number of Shares issued		Number of Shares under Warrant 1	Number of Shares under Option 1		Total Number of Shares	Percentage based on Number of Shares issued and convertible from Warrants and Options
Ruiping Zhang	Ordinary	7,233,570	18.49	%	0	1,673,000		8, 906 , 570	1 8.74	%
Prime Gift Group Limited	Ordinary	461,573	1.18	%	0	0		461,573	0.97	%
ESOP	Ordinary	0	0.00	%	0	1,929,430	2	1,929,430	4.06	%
Xiaoping Liang	Preferred Series B	0	0.00	%	820,284	0		820,284	1.73	%
Qiming Venture Partners II, L.P.	Preferred Series A	3,856,212	9.86	%	0	0		3,856,212	8.12	%
	Preferred Series B	2,367,206	6.05	%	387,763	0		2,754,969	5.80	%
	Preferred Series C	1,735,100	4.89	%	534,454	0		2,269,554	4.78	%
	Ordinary	0	0.00	%	0	192,810		192,810	0.41	%
Qiming Venture Partners II-C, L.P.	Preferred Series A	337,671	0.86	%	0	0		337,671	0.71	%
	Preferred Series B	207,286	0.53	%	33,955	0		241,241	0.51	%
	Preferred Series C	151,935	0.00	%	46,799	0		198,734	0.42	%
	Ordinary	0	0.00	%	0	16,884		16,884	0.04	%
Q iming Managing Directors Fund II, L.P.	Preferred Series A	56,117	0.14	%	0	0		56,117	0.12	%
Q iming Managing Directors Fund II, L.P.	Preferred Series B	34,447	0.09	%	5,643	0		40,090	0.08	%

1 Assuming full exercise at exercise price as at date of this Agreement.

2 Assuming that the Company meets the 2010 Net Income Target as set out in Section 7.5(iii) of this Agreement.

	Preferred Series C	25,250	0.00	%	7,778	0	33,028	0.07	%
	Ordinary	0	0.00	%	0	2,806	2,806	0.01	%
Ignition Growth Capital I, L.P.	Preferred Series A	742,217	1.90	%	0	0	742,217	1.56	%
	Preferred Series B	899,658	2.30	%	147,370	0	1,047,028	2.20	%
	Preferred Series C	1,079,508	2.79	%	192,304	0	1,271,812	2.68	%
	Ordinary	0	0.00	%	0	37,111	37,111	0.08	%
Ignition Growth Capital Managing Directors Fund I, LLC	Preferred Series A	7,783	0.02	%	0	0	7,783	0.02	%
	Preferred Series B	9,433	0.02	%	1,545	0	10,978	0.02	%
	Preferred Series C	11,320	0.00	%	2,016	0	13,336	0.03	%
	Ordinary	0	0.00	%	0	389	389	0.001	%
CDH Car Rental Service Limited	Preferred Series B	4,877,273	12.47	%	798,929	0	5,676,202	11.95	%
	Preferred Series C	3,424,634	8.75	%	610,062	0	4,034,696	8.49	%
	Ordinary	0	0.00	%	0	100,000	100,000	0.21	%
JAFCO Asia Technology Fund IV	Preferred Series B	1,219,273	3.12	%	199,725	0	1,418,998	2.99	%
	Preferred Series C	856,127	2.19	%	152,510	0	1,008,637	2.12	%
	Ordinary	0	0.00	%	0	25,000	25,000	0.05	%
New Access Capital International Limited	Preferred Series B	97,545	0.25	%	15,979	0	113,524	0.24	%
	Preferred Series C	68,493	0.18	%	12,201	0	80,694	0.17	%
	Ordinary	0	0.00	%	0	2,000	2,000	0.00	%
GS Car Rental HK Limited	Preferred Series C	7,258,482	18.56	%	1,293,023	0	8,551,505	18.00	%
GS Car Rental HK Parallel Limited	Preferred Series C	1,068,894	2.73	%	190,412	0	1,259,306	2.65	%
Total		39,116,437	100.00	%	5,452,752	2,950,000	47,519,189	100.00	%

SCHEDULE D

COMPANY WARRANTIES

1. Organization, Good Standing and Qualification. Each member of the Company Group is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation. Each member of the Company Group has all requisite legal and corporate power and authority to carry on its business as now conducted, and is duly qualified to transact business in each jurisdiction in which it operates.

2. Capitalization and Voting Rights.

(i) After the Amended Articles have been adopted by way of special resolution and have become effective prior to the Closing, the authorized capital of the Company shall be US$85,844.616, divided into:

(a) 50,000,000 Common Shares, par value of US$0.001 each, of which (i) 6,096,843 have been duly and validly issued, are fully paid, non-assessable, and outstanding and were issued in accordance with applicable Laws, (ii) 5,000,000 are reserved for issuance upon conversion of the Series A Preferred Shares, (iii) 12,123,314 are reserved for issuance upon conversion of the Series B Preferred Shares, (iv) 18,721,302 are reserved for issuance upon conversion of the Series C Preferred Shares to be issued under this Agreement and the Warrants and (v) 5,577,730 are reserved for issuance to the Founder and the Company Group’ s employees, officers or directors, or any other Person qualified in accordance with the ESOP to be adopted by the Board (including the consent of at least one Series A Director, one Series B Director and one Series C Director) . The rights, privileges and preferences of the Common Shares as of the Closing are as stated in the Amended Articles.

(b) 5,000,000 Series A Preferred Shares, par value of US$0.001 each, all of which have been issued and outstanding. The rights, privileges and preferences of the Series A Preferred Shares as of the Closing are as stated in the Amended Articles.

(c) 12,123,314 Series B Preferred Shares, par value of US$0.001 each, 9,712,121 of which have been issued and outstanding. The rights, privileges and preferences of the Series B Preferred Shares as of the Closing are as stated in the Amended Articles.

(d) 18,721,302 Series C Preferred Shares, par value of US$0.001 each, none of which are issued and outstanding. The rights, privileges and preferences of the Series C Preferred Shares as of the Closing are as stated in the Amended Articles.

Except as set forth above and except for (a) the conversion privileges of the Preferred Shares, (b) certain rights provided in the Transaction Documents, and (c) the options granted under the ESOP there are no outstanding options, securities, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or shareholders agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its equity securities. The Company is not a party or subject to (i) any agreement that affects or relates to the voting or giving of written consents with respect to any security of the Company or (ii) any agreement under which it is or may be entitled or required to acquire any securities of the Company, any member of the Company Group or any other person.

SCHEDULE D-1

(ii) The Capitalization Tables attached to this Agreement as Schedules C-1 and C-2 set forth the complete and accurate capitalization of the Company immediately prior to the Closing and immediately after the Closing, respectively, including without limitation: (x) all record and beneficial owners of all share capital or other equity interests of the Company, and (y) details of any share or other incentive options granted.

(iii) All share capital or equity interest of each member of the Company Group has been duly and validly issued (or subscribed for), and is fully paid and non-assessable. All share capital or equity interest of each member of the Company Group is free of Liens and any other restrictions on transfer (except for any restrictions on transfer under the Shareholders Agreement). No share capital or equity interest of any member of the Company Group was issued or subscribed to in violation of the preemptive rights of any Person, terms of any agreement or any Laws, by which each such Person at the time of issuance or subscription was bound. There are no (a) resolutions pending to increase the share capital of any member of the Company Group; (b) outstanding options, warrants, proxies, agreements, pre-emptive rights or other rights relating to the share capital or equity interest of any member of the Company Group, other than as contemplated by this Agreement; (c) outstanding Contracts or other agreements under which any member of the Company Group or any other Person purchases or may purchase or otherwise acquires or may acquire, any interest in the share capital or equity interest of any member of the Company Group; (d) interest payable to any Shareholder (in cash or otherwise) or dividends which have accrued or been declared but are unpaid by any member of the Company Group; or (e) outstanding or authorized equity appreciation, phantom equity, equity plans or similar rights with respect to any member of the Company Group other than the ESOP.

(iv) None of the Company’s share purchase agreements contains a provision for acceleration of vesting (or lapse of a repurchase right) or other changes in the vesting provisions or other terms of such agreement or understanding upon the occurrence of any event or combination of events. The Company has never adjusted or amended the exercise price of any share options previously awarded, whether through amendment, cancellation, replacement grant, repricing, or any other means. Except as set forth in the Amended Articles and this Agreement, the Company has no obligation (contingent or otherwise) to purchase or redeem any of its equity securities.

(v) None of the memoranda and articles of association of each member of the Company Group contains any provision which would restrict the distribution of profits to its shareholders except where such restriction is required by applicable Laws or provided in the Transaction Documents.

3. Corporate Structure; Subsidiaries . Section 3 of the Disclosure Schedule sets forth a complete structure chart showing all members of the Company Group, and indicating the ownership and Control relationships among all members of the Company Group and all holders (directly or indirectly) of equity interests in the members of the Company Group (excluding the Company). No member of the Company Group owns or Controls, directly or indirectly, any interest in any other Person, other than members of the Company Group, as applicable, or is a participant in any joint venture, partnership or similar arrangement.

SCHEDULE D-2

Transaction Documents to which it is a party, the performance of all obligations of each Warrantor thereunder, and, in the case of the Company, the authorization, issuance (or reservation for issuance), sale, transfer and delivery of the Purchase Shares, has been taken or will be taken prior to the Closing. This Agreement has been duly executed and delivered by each Warrantor. This Agreement and each of the Transaction Documents are, or when executed and delivered by such Warrantor shall be, valid and legally binding obligations of such Warrantor, enforceable against such Warrantor in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other Laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

5. Valid Issuance of Purchase Shares .

(i) The Purchase Shares that are being purchased by or issued to the Series C Investors hereunder, when issued, delivered and paid for in accordance with the terms of this Agreement for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free from any Liens and will be free of restrictions on transfer (except for any restrictions on transfer under applicable securities Laws and under the Transaction Documents). The Conversion Shares have been reserved for issuance and, upon issuance in accordance with the terms of the Amended Articles, will be duly and validly issued, fully paid and non-assessable, free from any Liens and will be free of restrictions on transfer (except for any restrictions on transfer under applicable securities Laws and under the Transaction Documents). Except as set forth in the Transaction Documents, the Purchase Shares and the Conversion Shares are not subject to any preemptive rights, rights of first refusal or other similar rights.

(ii) All presently outstanding equity securities of the Company were duly and validly issued, fully paid and non-assessable, free and clear of any Liens and are free of restrictions on transfer (except for any restrictions on transfer under applicable securities Laws) and have been issued in compliance with the requirements of all applicable securities Laws, including, to the extent applicable, the Securities Act.

6. Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any Governmental Authority or any party to a Contract or any other third Party is required on the part of any Warrantor in connection with the valid execution, delivery and performance of this Agreement or the Transaction Documents or the consummation of the transactions contemplated thereby including the offer, sale, issuance or reservation for issuance of the Purchase Shares and the Conversion Shares.

7. Offering. Subject to the truth and accuracy of each Series C Investor’s representations set forth in Section 4 of this Agreement, the offer, sale and issuance of the Purchase Shares and the Conversion Shares, as contemplated by the Transaction Documents, are exempt from the qualification, registration and prospectus delivery requirements of the Securities Act and any applicable securities Laws.

8. Broker. The Company does not have any Contract with any broker, finder or similar agent with respect to the transactions contemplated by this Agreement or by any of the Transaction Documents and the Company has incurred no liability for any brokerage fees, agents’ fees, commissions or finder’s fees in connection with any of the Transactions Documents or the consummation of the transactions contemplated therein.

SCHEDULE D-3

9. Tax Matters .

(i) Each member of the Company Group (a) has timely filed all income, franchise and other material Tax Returns that are required to have been filed by it with any Governmental Authority, (b) has timely paid all Taxes owed by it which are due and payable and without prejudice to the foregoing each member of the Company Group has made all such deductions and retentions as it was obliged or entitled to make and all such payments as should have been made, and (c) has not waived any statute of limitations with respect to Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency other than, in the case of clauses (a) and (b), unpaid taxes that are in contest with tax authorities by any member of the Company Group in good faith or non-material in amount. No Tax liens are currently in effect against any of the assets of any member of the Company Group (except for Tax liens not yet delinquent). In respect of any presence of a member of the Company Group in the PRC, and (ii) Tax registrations have been completed in all applicable locations in the PRC.

(ii) Each filed Tax Return was properly prepared in compliance with applicable Law and was (and will be) true, correct, accurate and complete in all material aspects and are not the subject of any material dispute nor are likely to become the subject of any material dispute with such authorities. None of such Tax Returns contains a statement that is false or misleading in any material respect or omits any matter that is required to be included or without which the statement would be false or misleading in any material respect. No reporting position was taken on any such Tax Return which has not been disclosed to the appropriate tax authority or in such Tax Return, as may be required by Law.

(iii) The assessment of any additional Taxes with respect to the applicable member of the Company Group for periods for which Tax Returns have been filed is not expected to exceed the recorded Liability therefor in the most recent balance sheet in the Financial Statements (as defined below), and there are no material unresolved questions or claims concerning any Tax Liability of any member of the Company Group. There is no pending dispute with, or notice from, any taxing authority relating to any of the Tax Returns filed by any member of the Company Group which, if determined adversely to such member, would result in the assertion by any taxing authority of any valid deficiency in a material amount for Taxes. There is no proposed Liability for a deficiency in any Tax to be imposed upon the properties or assets of any member of the Company. No member of the Company Group is responsible for the Taxes of any other Person by reason of contract, successor liability or otherwise.

(iv) Based on and in reliance upon the accuracy of the information provided by the Investors, the Company (a) does not expect to become, as a result of the transactions contemplated hereby and by each of the other Transaction Documents, a CFC and (b) currently does not expect to be a PFIC at any time during the taxable year that includes the Effective Date.

(v) The Company is treated as a corporation for U.S. federal income tax purposes.

SCHEDULE D-4

Tax authority (not being a concession, agreement or arrangement available to companies generally). No member of the Company Group is subject to a special regime in respect of Tax. Any preferential Tax treatment enjoyed by any member of the Company Group on or prior to the Closing has been in compliance with all applicable Laws and will not be subject to any retroactive deduction or cancellation except as a result of retroactive effects of changes in the applicable Laws.

(vii) All notices, computations and returns which ought to have been given or made, have been properly and duly submitted by each member of the Company Group to the relevant Tax authorities and all information, notices, computations and returns submitted to such authorities are true, accurate and complete.

(viii) All records which any member of the Company Group is required to keep for Tax purposes or which would be needed to substantiate any claim made or position taken in relation to Tax by the relevant member of the Company Group, have been duly kept.

(ix) No member of the Company Group is expected to become liable to pay, nor are there any circumstances by reason of which it is likely to become liable to pay any interest, penalty, surcharge or fine relating to Tax.

(x) No member of the Company Group has within the past three years or since incorporation, whichever is shorter, been subject to or is currently subject to any investigation, audit or visit by any Tax or excise authority, and neither the Founder nor any member of the Company Group is aware of any such investigation, audit or visit planned for the next twelve months.

(xi) No member of the Company Group is treated for any Tax purposes as resident in a country other than the country of its incorporation and no member of the Company Group has, or has had within the relevant statutory limitation period, a branch, dependent agency or permanent establishment in a country other than the country of its incorporation.

10. Constitutional Documents; Books and Records. Except for amendments necessary to satisfy representations and warranties or conditions contained herein, the Amended Articles and the constitutional documents of each member of the Company Group are in the form previously provided to special counsel for the Series C Investors. The Company Group maintains its books of accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior practice, and which permits its Financial Statements (as defined below) to be prepared in accordance with the PRC GAAP or US GAAP.

11. Financial Statements. The Company has delivered to each of the Series C Investors, (i) the audited consolidated balance sheet, income statement and cash flow statements of the Company for the three fiscal years ended December 31, 2007, 2008 and 2009, prepared in accordance with US GAAP, and (ii) the unaudited consolidated balance sheet, income statement and cash flow statements of the Company for the first seven months of 2010 ended July 31, 2010 (the “ Statement Date ”), prepared in accordance with the US GAAP by the management of the Company Group, (collectively, the financial statements referred to in clauses (i) and (ii) above, the “ Financial Statements ”). The Financial Statements are complete and correct in all material respects and present fairly the financial condition and position of the Company Group as of their respective dates on a consistent basis, in each case

SCHEDULE D-5

except as disclosed therein and, with respect to clause (ii) above, except for the absence of notes. The accounts receivable owing to the Company Group, including without limitation all accounts receivable owing to any member of the Company Group set forth on the Financial Statements, constitute valid and enforceable claims and are good and collectible in the ordinary course of business in all material respects, net of any reserves shown on the Financial Statements (which reserves are adequate and were calculated on a basis consistent with US GAAP, as applicable), and no further goods or services are required to be provided in order to complete the sales and to entitle the applicable member of the Company Group to collect in full. There are no material contingent or asserted claims, refusals to pay, or other rights of set-off with respect to any accounts receivable of the Company Group to the knowledge of the Warrantors.

12. Changes. Since the Statement Date, except as contemplated by the Transaction Documents or any Material Contract and other than in the ordinary course of business consistent with its past practice, there has not been:

(i) any material change in the assets, liabilities, financial condition or operations of the Company Group from that reflected in the Financial Statements;

(ii) any waiver by a member of the Company Group of a right or of a debt owed to it;

(iii) any incurrence of or commitment to incur any indebtedness for money borrowed;

(iv) any resignation or termination of the employment of any Key Employee of any member of the Company Group, or any notice (whether verbal or written) of an intention to resign or terminate the employment of any Key Employee of any member of the Company Group;

(v) any satisfaction or discharge of any Lien or payment of any obligation by the Company Group, except in the ordinary course of business and that is not material to the assets, properties, financial condition, or operation of such entities (as such business is presently conducted and planned to be conducted);

(vi) any material change or amendment to or termination of a Material Contract;

(vii) any change in any compensation arrangement or agreement with any Key Employee of any member of the Company Group;

(viii) any sale, assignment, exclusive license, or transfer of any material Intellectual Property of any member of the Company Group;

(ix) any Lien created by any member of the Company Group with respect to any of its material properties or assets, except Liens for taxes not yet due or payable;

(x) any loan or advance to, guarantee for the benefit of, or investment in, any Person (including but not limited to any of the employees, officers or directors, or any members of their immediate families, of any member of the Company Group), corporation, partnership, joint venture or other entity;

SCHEDULE D-6

(xi) any declaration, setting aside or payment or other distribution in respect of any member of the Company Group’s capital shares, or any direct or indirect redemption, purchase or other acquisition of any of such shares by any member of the Company Group (including without limitation, any warrants, options or other rights to acquire capital stock or other equity securities);

(xii) any failure to conduct business in the ordinary course, consistent with the past practices of any member of the Company Group;

(xiii) any damage, destruction or loss, whether or not covered by insurance, materially adversely affecting the assets, properties, financial condition, operation or business of any member of the Company Group;

(xiv) receipt of notice that there has been a loss of, or order cancellation by, any major customer of any member of the Company Group;

(xv) any charitable contributions or pledges;

(xvi) any capital expenditures or commitments therefor, other than acquisition of operating vehicles as approved in the annual budget, that aggregate in excess of US$500,000;

(xvii) any other event or condition of any character which individually or in the aggregate might materially and adversely affect the assets, properties, financial condition, operating results or business of any member of the Company Group ; or

(xviii) any agreement or commitment by any member of the Company Group to do any of the things described in this Section 12 .

13. Litigation. Section 13 of the Disclosure Schedule contains a complete and accurate list of all the actions, suits, or other court, regulatory or other proceedings in which the Company Group is involved. There is no other action, suit, or other court, regulatory or other proceeding pending or threatened against or affecting any member of the Company Group or any of the officers, directors or employees of any member of the Company Group with respect to their businesses or proposed business activities, nor is any Warrantor aware of any basis for any of the foregoing. The foregoing shall include but not be limited to any action, suit, or other court, regulatory or other proceeding involving the prior employment of any of employees of the members of the Company Group, their use in connection with the Business of any information or techniques allegedly proprietary to any of their former employers or their obligations under any agreements with prior employers. There is no investigation pending or threatened against any member of the Company Group. There is no action, suit, proceeding or investigation pending or threatened against any Key Employee or director of any member of the Company Group in connection with their respective relationship with such entity. There is no judgment, decree or order of any court or Governmental Authority in effect and binding on any member of the Company Group or their respective assets or properties. There is no court action, suit, proceeding or investigation by any member of the Company Group which such Person intends to initiate against any third party. No Government Authority has at any time materially challenged or questioned in writing the legal right of any member of the Company Group to conduct its business as presently being conducted or proposed to be conducted. No member of the Company Group has received any opinion or memorandum or advice from legal counsel to

SCHEDULE D-7

the effect that it has been exposed, from a legal standpoint, to any liability or disadvantage which may be material to its business.

14. Liabilities. The Company has no liabilities of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for (i) liabilities set forth in the Financial Statements, and (ii) trade or business liabilities incurred in the ordinary course of business and which do not exceed US$2,000,000 in the aggregate.

15. Commitments .

(i) Section 15 of the Disclosure Schedule contains a complete and accurate list of the following Contracts (each, a “ Material Contract ”, and collectively, the “ Material Contracts ”) to which any member of the Company Group is a party or to which any member of the Company Group or any of their respective properties is subject or by which any such Person or property is bound: (i) any Contract entered into in connection with the Company’s issuance or acquisition of securities, other than any service agreement entered into by and between the Company and any brokerage in connection with the Company’s issuance of securities, (ii) any Contract that, after the Statement Date obligates any member of the Company Group to pay an amount in excess of US$200,000, (iii) any Contract that has a contract value in excess of US$200,000 each or an unexpired term in excess of one year, (iv) any Contract on which the business of the Company is substantially dependent or which is otherwise material to the business of the Company, (v) any loan agreement, indenture, letter of credit, security agreement, mortgage pledge agreement, deed of trust, bond, note, or other agreement relating to the borrowing of money or to the mortgaging, pledging, transferring of a security interest, or otherwise placing a Lien on any material asset or material part of the assets of any member of the Company Group, each in an amount in excess of US$200,000, (vi) any Contract involving a guarantee of performance by any Person (other than a guarantee of performance by a member of the Company Group) or involving any agreement to act as surety for any Person (other than a member of the Company Group), or any other Contract to be contingently or secondarily liable for the obligations of any Person (other than a member of the Company Group), each in an amount in excess of US$200,000, (vii) any Contract that limits or restricts the ability of any member of the Company Group to compete or otherwise to conduct its business in any manner or place, (viii) any joint venture, partnership, alliance or similar Contract involving a sharing of profits or expenses in an annual amount in excess of US$200,000, (ix) any asset purchase agreement, share purchase agreement or other Contract for acquisition or divestiture of any assets (including, without limitation, any Intellectual Property) by or of any member of the Company Group for consideration in excess of US$200,000 per annum, (x) any Contract requiring material performance by a member of the Company Group in any country other than the PRC that has a contract value in excess of US$200,000 each, (xi) any material Contract that grants a power of attorney, agency or similar authority to another Person or entity other than power delegated to an officer of a member of the Company Group for the performance of his duties in the ordinary course of business, (xii) any Contract that contains a right of first refusal (other than any Transaction Document) and any contract that given a right to an Investor (other than as set out in this Agreement, the Shareholders Agreement or the Amended and Restated Memorandum and Articles of Association), and (xiii) any other Contract that is material and was not made in the ordinary course of business that has a contract value in excess of US$200,000.

SCHEDULE D-8

(ii) Each of the Material Contracts is valid, subsisting, in full force and effect and binding upon the applicable member(s) of the Company Group and upon the other parties thereto. None of the Material Contracts are oral Contracts.

(iii) Each member of the Company Group has in all material respects satisfied or provided for all of its Liabilities and obligations under the Material Contracts requiring performance prior to the date hereof, is not in default in any material respect under any Material Contract, nor does any condition exist that with notice or lapse of time or both would constitute such a default. No Warrantor is aware of any material default thereunder by any other party to any Material Contract or any condition existing that with notice or lapse of time or both would constitute such a material default, or give any Person the right to declare a material default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, a Material Contract.

(iv) No member of the Company Group has given to or received from any Person any notice or other communication (whether written or oral) regarding any actual, alleged, possible, or potential material violation or material breach of, or material default under, any Material Contract.

(v) With respect to each Material Contract to which it is a party, each member of the Company Group has taken all necessary corporate actions, fulfilled all conditions and otherwise taken all other actions required by applicable Laws to (a) enter into, execute, adopt, assume, issue, and deliver such Material Contract, and (b) perform its obligations pursuant to the respective terms and conditions of such Material Contract.

(vi) None of the Material Contracts do or will (a) result in a violation or breach of any provision of, the respective Amended Articles or other constitutional documents of any member of the Company Group, or (b) result in a material breach of, or constitute a material default under, or result in the creation or imposition of, any Lien pursuant to any Contract to which any member of the Company Group is a party or by which any member of the Company Group or any of their properties is bound, or (c) result in a breach of any Laws to which the Founder or any member of the Company Group is subject to or by which any member of the Company Group or any of their respective properties is bound.

(vii) Each of the Material Contracts as made available by the Company Group to the Series C Investors, as of the date of this Agreement, sets out the rights and obligations of the Company Group in full and is accurate, up to date and not misleading.

16. Compliance with Laws.

Except as set forth in Section 16 of the Disclosure Schedule:

SCHEDULE D-9

Administration of Industry and Commerce, the State Administration of Foreign Exchange (the “ SAFE ”), any tax bureau, customs authorities, road transportation regulatory authorities and the local counterpart of each of the aforementioned PRC Governmental Authorities, as applicable, have been duly completed in accordance with all applicable Laws. E ach member of the Company Group has been conducting its business activities within the permitted scope of business or is otherwise operating its B usinesses in full compliance with all relevant Laws and Governmental Orders.

(ii) No event has occurred and no circumstance exists that (with or without notice or lapse of time) (a) may constitute or result in a violation by any member of the Company Group of, or a failure on the part of such member to comply with, any Law in any material respect, or (b) may give rise to any obligation on the part of a member of the Company Group to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.

(iii) No member of the Company Group has received any notice from any Governmental Authority regarding (a) any actual, alleged, possible or potential material violation of, or material failure to comply with, any Law, or (b) any actual, alleged, possible or potential material obligation on the part of such member of the Company Group to undertake, or to bear all or any portion of the cost of, any remedial action of any nature.

(iv) Other than the Investors, each holder or beneficial owner of shares or convertible securities of the Company, including, without limitation, Common Shares and Preferred Shares, or any rights or warrants to acquire such shares or securities (each, a “ Company Security Holder ”, and collectively the “ Company Security Holders ”), who is a “Domestic Resident” as defined in Circular 75 issued by SAFE on October 21, 2005, as amended and/or implemented by the Notice on Implementation Rule on Circular 75 issued by SAFE on May 29, 2007 (the “ Circular 75 ”) and is subject to any of the registration or reporting requirements of Circular 75 has complied with such reporting and/or registration requirements under Circular 75 and any other applicable SAFE rules and regulations, (the “ SAFE Rules and Regulations ”). No member of the Company Group nor any of the Company Security Holders has received any oral or written inquiries, notifications, orders or any other form of official correspondence from SAFE or any of its local branches with respect to any actual or alleged non-compliance with the SAFE Rules and Regulations, and the Company has made all oral or written filings, registrations, reporting or any other communications required by SAFE or any of its local branches. Each of the PRC Entities has obtained all certificates, approvals, permits, licenses, registration receipts and any similar authority necessary under PRC Laws to conduct foreign exchange transactions (each, a “ Foreign Exchange Authorization ” and collectively, the “ Foreign Exchange Authorizations ”) as now being conducted by it, and believes it can obtain, without undue burden or expense, any such Foreign Exchange Authorizations for the conduct of foreign exchange transactions as presently planned to be conducted. All existing Foreign Exchange Authorizations held by each of the PRC Entities are valid and no PRC Entity is in default under any of such Foreign Exchange Authorizations.

(v) The business of each member of the Company Group is in compliance with all Laws that are applicable, including without limitation all Laws of the PRC with respect to mergers, acquisitions, foreign investment and foreign exchange transactions.

SCHEDULE D-10

17. Anti-Bribery, Anti-Corruption, Anti-Money Laundering and Sanctions

(i) U.S. Foreign Corrupt Practices Act: No member of the Company Group or any director, officer, agent, employee, or any other person acting for or on behalf of the foregoing (individually and collectively, a “ Representative ”), has violated the U.S. Foreign Corrupt Practices Act or any other applicable anti-bribery or anti-corruption laws, nor has any Representative offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, to any officer, employee or any other person acting in an official capacity for any Government Entity, as defined below, to any political party or official thereof or to any candidate for political office (individually and collectively, a “ Government Official ”) or to any person under circumstances where such Representative knew or was aware of a high probability that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any Government Official, for the purpose of:

(a) (1) influencing any act or decision of such Government Official in his official capacity, (2) inducing such Government Official to do or omit to do any act in relation to his lawful duty, (3) securing any improper advantage, or (4) inducing such Government Official to influence or affect any act or decision of any Government Entity, or

(b) in order to assist the Company or its subsidiaries in obtaining or retaining business for or with, or directing business to the Company or its subsidiaries.

“ Government Entity ” as used in this paragraph means any government or any department, agency or instrumentality thereof, including any entity or enterprise owned or controlled by a government, or a public international organization.

(ii) Each member of the Company Group and its Representatives (a) are and have been acting in compliance with all applicable anti-bribery or anti-corruption Laws, including those prohibiting the bribery of Public Officials; (b) have not authorized, offered, been party to, made any payments or provided anything of value directly or indirectly to any Public Official in violation of applicable Laws; and (c) have not used, committed to have the intention of using the payments received, or to be received, by them from the Series C Investors for any purpose that could constitute a violation of any applicable Laws.

(iii) No member of the Company Group nor its Representatives has (a) ever been found by a Government Authority to have violated any criminal or securities Law, (b) been party to the use of any of the assets of the company for the establishment of any unlawful or unrecorded fund of monies or other assets or making of any unlawful or undisclosed payment, or (c) made any false or fictitious entries in the books or records of such company.

(iv) Each member of the Company Group and its Representatives have complied with all applicable anti-money-laundering Laws.

(v) None of the Representatives of any member of the Company Group are Public Officials.

SCHEDULE D-11

(vi) No member of the Company Group has conducted or agreed to conduct any business, or entered into or agreed to enter into any transaction with a Person, in Iran, Myanmar, Sudan or Cuba.

18 Environmental and Safety Laws.

(vii) No member of the Company Group is in violation of any Environmental Law and no material expenditures are or will be required in order to comply with any such Environmental Law. No member of the Company Group (i) owns or operates any real property contaminated with any substance that is subject to any Environmental Laws, (ii) is liable for any off-site disposal or contamination pursuant to any Environmental Laws, or (iii) is subject to any claim relating to any Environmental Laws and there is no pending orthreatened lawsuit, proceeding or investigation against any of them which might lead to such a claim.

(viii) each Company Group is in compliance in all material respects with all applicable Environmental Laws; there are no claims, proceedings, investigations or actions by any Governmental Authority or other Person pending or threatened in writing in connection with the operations of the Company Group under any applicable Environmental Law;

(ix) each member of the Company Group has obtained and holds all material Permits required under Environmental Law, and is in compliance with all terms and conditions of such Permits;

(x) there have been no releases of, or exposure of any Person to, any Hazardous Substances at, to, from, in, on or under any Real Property owned by the Company Group, and no Hazardous Substances are present in, on, at, under, or migrating to or from any Real Property owned by the Company Group; and

(xi) there have been no material environmental investigations, studies, tests, reviews or other analyses conducted by, on behalf of, or which are in the possession or control of the Warrantors with respect to any Real Property owned by the Company Group that have not been delivered or made available to each of the Series C Investors prior to execution of this Agreement.

19. Title; Liens; Permits .

(i) The members of the Company Group have good and marketable title to all the tangible properties and assets reflected in their books and records, whether real, personal or mixed, purported to be owned by the Company Group, free and clear of any Liens, other than Permitted Liens. With respect to the tangible property and assets that are leased by any member of the Company Group, each member of the Company Group is in compliance in all material respects with such leases and holds a valid leasehold interest free of any Liens, other than Permitted Liens. Each member of the Company Group owns or leases all tangible properties and assets necessary to conduct in all material respects their respective business and operations as presently conducted or planned to be conducted.

(ii) Each member of the Company Group has all franchises, authorizations, approvals, permits, certificates and licenses, including without limitation any special

SCHEDULE D-12

approval or permits and made all the necessary filings for record with the relevant government authority required under the Laws of the PRC (the “ Permits ”) necessary for its respective business and operations. No member of the Company Group is in default under any such Permit. N either the Founder n or any member of the Company Group has reason to believe that any P ermit requi red for the conduct of any part of its B usiness which is subject to periodic renewal will not be granted or renewed by the relevant Governmental Authorit y .

20. Compliance with Other Instruments. No member of the Company Group is in violation, breach or default of its Amended Articles or any other constitutional documents (which include, as applicable, any articles of incorporation, articles of association, by-laws, joint venture contracts and similar documents). The execution, delivery and performance by each member of the Company Group of and compliance with each of the Transaction Documents, and the consummation of the transactions contemplated hereby and thereby, will not result in any such violation, breach or default, or be in conflict with or constitute, with or without the passage of time or the giving of notice or both, a default under (i) the Amended Articles or any other such constitutional documents of any member of the Company Group, (ii) any Material Contract, (iii) any judgment, order, writ or decree or (iv) any applicable Law.

21. Registration Rights. Except as provided in the Shareholders Agreement, no member of the Company Group has granted or agreed to grant any Person any registration rights (including piggyback registration rights) with respect to any of their securities.

22. Related Party Transactions. Section 22 of The Disclosure Schedule contains a complete and accurate list of all the transactions between the Company Group and any of its current or former officer, director or employee of any member of the Company Group or any Associated Person of any of them (or any Relative of any of the foregoing) (each of the foregoing, a “ Related Party ”). None of the Related Parties has any other agreement, understanding, proposed transaction with, or is indebted to, any member of the Company Group, nor is any member of the Company Group indebted (or committed to make loans or extend or guarantee credit) to any Related Party (other than for accrued salaries, reimbursable expenses or other standard employee benefits). No Related Party has any direct or indirect ownership interest in any firm or corporation (other than a member of the Company Group) with which a member of the Company Group is affiliated or with which a member of the Company Group has a business relationship, or any firm or corporation (other than a member of the Company Group) that competes with any member of the Company Group (except that Related Parties may own less than one percent (1%) of the stock of publicly traded companies that engage in the foregoing). No Related Party has any interest, either directly or indirectly, in: (i) any Person which purchases from or sells, licenses or furnishes to a member of the Company Group any goods, property, intellectual or other property rights or services; or (ii) any Material Contract to which a member of the Company Group is a party or by which it may be bound or affected. The Company and all other members of the Company Group have conducted all Related Party transactions on an arm’s-length basis.

23. Intellectual Property Rights.

SCHEDULE D-13

trademarks, service marks, trade names, domain names and copyrights owned, licensed to or used by the Company Group, whether registered or not, and a complete and accurate list of all licenses granted by the members of the Company Group to any third party with respect to any Intellectual Property. There is no pending or threatened claim or litigation against any member of the Company Group contesting the right to use its Intellectual Property, asserting the misuse thereof, or asserting the infringement or other violation of any Intellectual Property of any third party. All material inventions and material know-how conceived by employees of the Company Group, including without limitation the Founder, and related to the Businesses of the Company Group are “works made for hire”, and all right, title, and interest therein, including any applications therefor, have been transferred and assigned to, and are currently owned by, the Company Group.

(ii) No proceedings or claims in which any member of the Company Group alleges that any Person is infringing upon, or otherwise violating, any member of the Company Group’s Intellectual Property rights are pending, and none has been served, instituted or asserted by any member of the Company Group.

(iii) None of the Key Employees of any member of the Company Group is obligated under any Contract, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his or her best efforts to promote the interests of the Company Group or that would conflict with the Business of the Company Group as presently conducted and planned to be conducted. It will not be necessary to utilize in the course of the Company Group’s business operations any material inventions of any of the respective employees of the Company Group made prior to their employment by the Company Group, except for inventions that have been validly and properly assigned or licensed to the Company Group as of the date hereof.

(iv) The members of the Company Group have each taken all security measures that are commercially prudent in order to protect the secrecy, confidentiality and value of their respective Intellectual Property.

24. Real Property

(i) Except as disclosed in Section 24(i) of the Disclosure Schedule, each member of the Company Group owns or has legal or equitable title to or other right or interest in any real property used in its Business, (the “ Real Property ”) . Each member of the Company Group is the sole legal owner of all land use rights (if any) with respect to its real estate (the “ Land Grants ”) and all improvements necessary for the current use and operation of its Business. Except as set forth in Section 24(i) of the Disclosure Schedule, each member of the Company Group has all the material Approvals necessary for the current use and operation of its Real Property, and each member of the Company Group has fully complied with all material conditions of such Approvals applicable to it. No member of the Company Group has received any notice of and no member of the Company Group is or has been threatened with, any material default or violation, or event that with the lapse of time or giving of notice or both would become a material default or violation, in the due observance of any Approval. Except as disclosed in Section 24(i) of the Disclosure Schedule, (i) any and all land grant premiums required under applicable Laws and the relevant land grant contracts in connection with the Company Group securing the land use rights, and (ii) all fees and taxes relating to each member of the Company Group have been or will be fully paid. No member of the

SCHEDULE D-14

Company Group has received any notice of and no member of the Company Group is in or has been threatened with, any default or breach of, or challenge to the validity of, any Land Grant.

(ii) All water, sewer, gas, electric, telephone, and drainage facilities and all other utilities required by applicable Law necessary for the present and planned use and operation of its Business (a) are installed across public property or under valid easements to the boundary lines of each Real Property owned by each member of the Company Group and (b) are connected pursuant to valid Approvals, in each case, except as would not, individually or in the aggregate, have a Material Adverse Effect.

(iii) There does not exist any actual or threatened condemnation or eminent domain proceedings that affects or might affect any Real Property of the Company Group or any part thereof, and no member of the Company Group has, within the past three (3) years, received any notice, oral or written, of the intention of any Governmental Authority or other Person to take or use all or any part thereof.

(iv) No member of the Company Group owns, holds, is obligated under or is a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any Real Property or any portion thereof or interest therein.

25. Entire Business. There are no facilities, services, assets or properties shared with any other entity which is not a member of the Company Group, which are used in connection with the Business of the Company Group.

26. Labor Agreements and Actions .

(i) None of the Key Employees or any group of employees of the members of the Company Group intends to terminate their employment with the members of the Company Group, nor do the members of the Company Group have a present intention to terminate the employment of any of the foregoing. Subject to applicable Law, the employment of each employee of the members of the Company Group is terminable at will.

(ii) No member of the Company Group is a party to or bound by any currently effective deferred compensation agreement, bonus plan, incentive plan, profit sharing plan, retirement agreement or other employment compensation agreement other than those set forth in Section 26(ii) of the Disclosure Schedule. The members of the Company Group have entered into employment contracts with their respective employees as required under all applicable Laws and have complied in all material respects with all applicable Laws related to employment, and none of the members of the Company Group have any union organisation activities, threatened or actual strikes or work stoppages or material grievances. None of the members of the Company Group are bound by or subject to (and none of their assets or properties is bound by or subject to) any written or oral, express or implied, contract, commitment or arrangement with any labor union, other than as set forth in Section 26(ii) of the Disclosure Schedule. Each member of the Company Group maintains, and has fully funded, any pension plan and any other labor related plans that is required by Law or by contract to maintain. Except otherwise disclosed in Section 26(ii) of the Disclosure Schedule, each member of the Company Group is in compliance with any Law relating to its provision of any form of

SCHEDULE D-15

social insurance (the “ Social Insurance ”), and has paid, or made provision for the payment of, all Social Insurance contributions required under applicable Law.

(iii) Each Key Employee of the members of the Company Group is currently devoting substantially all of his or her business time to the current and planned conduct of the business of the applicable member of the Company Group and no Key Employee is currently working or plans to work for any other Person that competes with any member of the Company Group, whether or not such Key Employee is or will be compensated by such Person.

(iv) The employment agreement dated January 30, 2010 between the Company and Samuel Li constitutes the entire agreement between the Company and Samuel Li with respect to the subject matter thereof. This employment agreement has not been amended or terminated, and no member of the Company Group has entered into any other employment agreement with Samuel Li prior to the Closing.

27. Insurance. Section 27 of the Disclosure Schedule attached hereto accurately summarizes all of the insurance policies or programs of each member of the Company Group that is in effect, and indicates the amount and type of coverage. All such policies are in full force and effect and all premiums due thereon have been paid. All such insurance policies are underwritten by financially sound and reputable insurers, and are sufficient to satisfy all applicable Laws and cover all material risks associated with each member of the Company Group’s Businesses that are customarily insured against in such industry. Each member of the Company Group has complied in all material respects with the terms and provisions of such policies. All such policies will remain in full force and effect and will not in any way be affected by, or terminate or lapse by reason of any of the transactions contemplated by the Transaction Documents.

28. Additional Contracts. Except for the Transaction Documents, there are no other presently effective Contracts or arrangements, whether formal or informal, between the Founder and/or any member of the Company Group (including such Person’s directors, officers, shareholders and partners, as applicable) on the one hand and the holders of the Preferred Shares on the other. The rights, privileges and obligations of the holders of Preferred Shares are limited to those set forth in the Transaction Documents and applicable Law.

29. Advisors. No member of the Company Group has any Contract with any financial or other advisors who would be entitled to the payment of any fee in connection with the transactions contemplated by the Transaction Documents.

30. Regulation S. The Company is a “foreign issuer” (as such term is defined in Regulation S (the “ Regulation S ”) under the Securities Act) and the Company reasonably believes that there is no “substantial U.S. market interest” (as such term is defined in Regulation S) in the Company’s securities and the Company has implemented the necessary “offering restrictions” (as such term is defined in Regulation S).

31. Disclosure. The Company has made available to each Series C Investor all the information regarding the members of the Company Group requested by such Series C Investors for deciding whether to purchase the Purchase Shares. No representation or warranty of the Warrantors contained in this Agreement or any certificate furnished or to be furnished to each Series C Investor at the Closing under this Agreement contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements

SCHEDULE D-16

contained herein or therein not misleading in light of the circumstances under which they were made. Except as set forth in this Agreement or the Disclosure Schedule, there is no fact that the Company has not disclosed or otherwise made available to each Series C Investor of which any Warrantor is aware and that has had or would reasonably be expected to have, as of the date of such disclosure, a Material Adverse Effect upon the Company Group.

32. Nondisclosure Agreements. Each of the employees of each member of the Company Group as listed in Part B of Schedule E has signed nondisclosure agreements with such member of the Company Group in the form set out in the employment agreements delivered pursuant to Section 5(15) of this Agreement

33. Accuracy of Business Plan and Budget. The business plan and annual and monthly budgets of the Company as delivered by the Company to the Series C Investors at the Closing pursuant to Section 5(13) of this Agreement, as of the date of such business plan or budget, reflects the Business and is accurate, up to date and not misleading. The assumptions used in such business plan or budget were reasonable ones to make when made and remain reasonable as of the date of this Agreement.

34. Accuracy of Due Diligence Materials. Each of the materials as made available by the Company Group to the Series C Investors, as of the date of this Agreement, reflects the position of the Company Group and is accurate, up to date and not misleading.

35. No Undisclosed Business. The sole business of the Company Group is the provision of car rental services in the PRC. No member of the Company Group is engaged in any other business including, without limit, in insurance, banking or financial services, telecommunications, public utility businesses or any other regulated businesses. The Founder does not have any interest in any business except the Company Group and, solely as a passive economic investor, in Aleph Inc.. Neither the Founder nor any key employees of the Company Group has breached any existing non-competition agreement entered into before the date of this Agreement.

36. Insolvency. No order has been made, no petition has been presented, no meeting has been convened to consider a resolution and no resolution has been passed for the winding up of any member of the Company Group. No administration order has been made or petition presented or application made for such an order and no administrator has been appointed or notice given or filed or step taken or procedure commenced with a view to the appointment of an administrator in respect of any member of the Company Group. No receiver has been appointed in respect of any member of the Company Group or all or any of its assets. No unsatisfied judgment is outstanding against any member of the Group. No event analogous to any of the foregoing has occurred in relation to the Company Group. No member of the Company Group (i) is unable to pay its debts as they fall due or (ii) has aggregate liabilities that are greater than its aggregate assets.

37. Ownership by the Founder. The Founder holds, and has always held, all his interests in the Company Group on his own account and not as a nominee of any other Person.

SCHEDULE D-17

of U.S. economic sanctions administered by the U.S. Treasury Department Office of Foreign Assets Control, including those designated on its list of Specially Designated Nationals and Blocked Persons and no Relevant Person is any such person or entity.

39. Non-compete. There is no non-compete agreement or other similar commitment to which any member of the Company Group is a party that would impose restrictions upon GS or its Affiliates.

40. Liabilities in earlier transactions. No member of the Company Group has (i) given any representation or warranty in connection with any pervious issue of securities which was untrue when made and/or repeated or (ii) failed to comply with any covenant, agreement or undertaking made with or given to any person in connection with any previous issue of securities or in connection with any shareholders agreement in force at any time before Closing.

41. No breach of shareholder rights. None of the transactions contemplated under any of the Transaction Documents is in breach of any anti-dilution rights, rights of first refusal, pre-emptive rights, put or call rights or similar rights of the Series A Investors, the Series B Investors or any other existing Shareholders in relation to the securities of the Company.

SCHEDULE D-18

SCHEDULE E

LIST OF KEY EMPLOYEES OF THE COMPANY GROUP

Part A: Key Employees:

部门	姓名	职位
集团	章瑞平	首席执行官
财务部	黎洋	首席财务官
技术部	谢春	技术总监

Part B: Employees to enter into a non-competition agreement and non-disclosure agreement:

部门	姓名	职位
集团	章瑞平	首席执行官
财务部	黎洋	首席财务官
技术部	谢春	技术总监
市场部	张琤	经理
个人业务部	唐宇钧	经理
调度车管部	赵文弘	经理
人力资源部	鲍佳梅	经理
采购部	王迎春	经理
企业金融部	韩洪涛	经理
企业业务部	郑凤娟	经理
汽修中心	俞耀庭	经理
法务部	聂九利	主管

SCHEDULE E

EXHIBIT 1

FORM OF AMENDED ARTICLES

EXHIBIT-1

THE COMPANIES LAW (2010 REVISION)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION

PRUDENT CHOICE INTERNATIONAL LIMITED

(Adopted by Special Resolution on September 2, 2010 )

1. The name of the Company is PRUDENT CHOICE INTERN A TIONAL LIMITED.

2. The Registered Office of the Company shall be at the offices of Offshore Incorporations (Cayman) Limited, Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman KY1-1112, Cayman Islands or at such other place as the Directors may from time to time decide.

3. The objects for which the Company is established are unrestricted and the Company shall have full power and authority to carry out any object not prohibited by the Companies Law (2010 Revision) or as the same may be revised from time to time, or any other law of the Cayman Islands.

4. The liability of each Member is limited to the amount from time to time unpaid on such Member’s shares.

5. The authorized capital of the Company shall be US$85,844.616, divided into 50,000,000 Common Shares with a par value of US$0.001 per share, 5,000,000 Series A Preferred Shares with a par value of US$0.001 per share, 12,123,314 Series B Preferred Shares with a par value of US$0.001 per share and 18,721,302 Series C Preferred Shares with a par value of US$0.001 per share, each with power for the Company insofar as is permitted by applicable law and the Articles of Association, to redeem or purchase any of its shares and to increase or reduce the said capital and to issue any part of its capital, whether original, redeemed or increased with or without any preference, priority or special privilege or subject to any postponement of rights or to any conditions or restrictions and so that unless the conditions of issue shall otherwise expressly declare every issue of shares whether declared to be preference or otherwise shall be subject to the powers hereinbefore contained.

6. If the Company is registered as exempted, its operations will be carried on subject to the provisions of Section 174 of the Companies Law (2010 Revision) and, subject to the provisions of the Companies Law (2010 Revision) and the Articles of Association, it shall have the power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands.

7. Capitalized terms used herein but not otherwise defined shall have the same meaning as defined in the Third Amended and Restated Articles of Association of the Company adopted by a Special Resolution on the even date herewith.

[ The remainder of this page has been left intentionally blank ]

THE COMPANIES LAW (2010 REVISION)

OF THE CAYMAN ISLANDS

COMPANY LIMITED BY SHARES

THIRD AMENDED AND RESTATED ARTICLES OF ASSOCIATION
OF

PRUDENT CHOICE INTERNATIONAL LIMITED

(Adopted by Special Resolution on September 2, 2010 )

1. In these Articles, Table A in the Schedule to the Statute does not apply and, unless there is something in the subject or context inconsistent therewith:

“ Additional Common Shares ” means all Common Shares issued by the Company after January 27, 2010 ; provided , that the term “Additional Common Shares” does not include the Exempted Shares .

“ Affiliate ” means, with respect to a Person, any other Person that, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under common Control with such Person (and for the purposes of the Share Purchase Agreement, “Affiliates” of GS Car Rental HK Limited and GS Car Rental HK Parallel Limited shall include Goldman, Sachs & Co. and/or its Affiliates).

“ Articles ” or “ Articles of Association ” means these A rticles of A ssociation of the Company as altered from time to time.

“ As Adjusted ” means as appropriately adjusted for any subsequent bonus issue, share split, consolidation, subdivision, reclassification, recapitalization or similar arrangement.

“ Auditors ” means the Persons for the time being performing the duties of auditors of the Company.

“ Board ” means the b oard of d irectors of the Company.

“ CDH ” means CDH Car Rental Service Limited, as specified in the Share Purchase Agreement.

consolidation, merger, amalgamation, scheme of arrangement or reorganization, or any transaction or series of related transactions to which the Company is a party in which at least a majority of the Company’s voting power is transferred; or (ii) a sale, transfer, lease or other disposition of all or substantially all of the assets of the Company or of the other members of the Company Group, taken as a whole (or any series of related transactions resulting in such sale, transfer, or lease of all or substantially all of the assets of the Company or of the other members of the Company Group, taken as a whole) to a third party unaffiliated with any member of the Company Group.

“ Closing ” has the meaning specified in the Share Purchase Agreement.

“ Common Shares ” means the common shares of the Company, par value US$0.001 per share.

“ Company ” means Prudent Choice International Limited, an exempted company organized and existing under the laws of the Cayman Islands.

“ Company Group ” means the Company and the PRC Entities, together with each Subsidiary of the aforementioned entities, and each Person (other than a natural person) that is, directly or indirectly, Controlled by any of the foregoing, including but not limited to each joint venture in which any of the foregoing holds more than fifty percent (50%) of the voting power. The particulars of the members of the Company Group as at the date of the Share Purchase Agreement are specified in the Share Purchase Agreement.

“ Control ” of a given Person means the power or authority, whether exercised or not, to direct the business, management, policies or activities of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; provided, that power or authority shall conclusively be presumed to exist upon possession of beneficial ownership or power to direct the vote of more than fifty percent (50%) of the votes entitled to be cast at a meeting of the members or shareholders of such Person or power to control the composition of a majority of the board of directors of such Person, The terms “Controlled” and “Controlling” have meanings correlative to the foregoing.

“ Conversion Price ” has the meaning specified in Article 6A(iii)(4)(d) .

“ Conversion Share ” has the meaning specified in Article 6A(iii)(4)(c) .

“ Director s ” or “ Director ” means members or a member of the Board.

“ Employee Compensation Share ” means any Common Share issued or issuable to employees, officers, consultants or Directors of the Company, as approved by the Board (including the positive assent of a Series C Director, a Series B Director and a Series A Director) , either in connection with the provision of services to the Company or on exercise of options to purchase Common Shares held by employees, officers, consultants or Directors of the Company, so long as the aggregate number of such

Common Shares issued and issuable does not exceed 5,577,730( As Adjusted ) unless otherwise approved by the majority of the Board (including the affirmative vote of a Series C Director, a Series B Director and a Series A Director) .

“ Equity Securities ” means any Common Shares or Common Share Equivalents of the Company.

“ E xempted Shares ” means (i) Employee Compensation Shares; (ii) Common Shares issued as a dividend or distribution on the Preferred Shares; (iii) Common Shares issued or issuable in connection with any share split, share dividend, combination, recapitalization or other similar transaction of the Company for which proportional adjustments are made; (iv) Common Shares issued or issuable upon conversion or exercise of the Preferred Shares; (v) the Series B Preferred Warrants, the Warrants, and those Options to be granted in accordance with Section 7.5(iii) of the Share Purchase Agreement; (vi) Preferred Shares or Common Shares issued or issuable upon exercise of any of the rights specified in the immediately preceding sub-paragraph (v) ; (vi) Common S hares issued in connection with a Qualified IPO; (vii) Common S hares issued or issuable pursuant to an acquisition of another corporation or a joint venture agreement approved by the Board (including the affirmative vote of a Series C Director, a Series B Director and a Series A Director) ; (viii) Common S hares issued or issuable to banks, equipment lessors or other financial institutions pursuant to debt financing or commercial transactions approved by the Board (including the affirmative vote of a Series C Director, a Series B Director and a Series A Director) ; (ix) securities issued pursuant to the assets and business acquisition agreement entered into between Shanghai eHi and Shanghai Heshi Car Rental Co., Ltd. in April 2010 or (x) any other issuance of Equity Securities whereby each of GS, CDH and Qiming give s a written waiver or consent at their respective sole discretion .

“ Founder ” means Mr. Ruiping Zhang, the holder of United States passport number 711188529.

“ Founder Directors ” or “ Founder Director ” has the meaning specified in Article 73(a) .

“ GS ” means GS Car Rental HK Limited and GS Car Rental HK Parallel Limited as set forth in the Share Purchase Agreement.

“ Hong Kong ” means the Hong Kong Special Administrative Region of the People’s Republic of China.

“ Ignition ” means Ignition Growth Capital I, L.P. and Ignition Growth Capital Managing Directors Fund I, LLC as set forth in the Share Purchase Agreement.

“ Investors ” has the meaning specified in the Share Purchase Agreement.

“ JAFCO ” has the meaning specified in the Share Purchase Agreement.

“ Junior Securities ” has the meaning specified in Article 6A(ii).

“ Liquid ation Event ” has the meaning specified in Article 6A(iii)(2)(b) .

“ Material Adverse Effect ” has the meaning set forth in the Share Purchase Agreement.

“ Member ” has the meaning ascribed to it in the Statute.

“ Memorandum ” means the memorandum of association of the Company adopted by the Members of the Company pursuant to the Statute.

“ m onth ” means calendar month.

“ Observer ” has the meaning specified in Article 73( d ) .

“ Option s ” shall mean rights, options or warrants to subscribe for, purchase or otherwise acquire the Common Shares or Common Share Equivalents .

“ Ordinary Resolution ” means a resolution passed at a general meeting of the Company by a simple majority of the votes cast.

“ Original Issue Date ” means the date on which the first Series A Preferred Share, the first Series B Preferred Share or, as the case may be, the first Series C Preferred Share was issued.

“ Original Preferred Issue Price ” means the Original Series A Preferred Issue Price, the Original Series B Preferred Issue Price or , as the case may be, the Original Series C Preferred Issue Price.

“ Original Series A Preferred Issue Price ” means US$ 1.00 .

“ Original Series B Preferred Issue Price ” means US$2.00 for Series B Preferred Shares issued on the Original Issue Date for Series B Preferred Shares, and otherwise means US$2.20 .

“ Original Series C Preferred Issue Price ” means US$3.11 .

“ paid-up ” means paid-up and/or credited as paid-up.

“ PRC ” means the People’s Republic of China, but solely for the purposes of these Articles, excluding Hong Kong, the Macau Special Administrative Region and Taiwan.

“ PRC Companies ” has the meaning as set forth in the Share Purchase Agreement.

“ PRC Entities ” means the WFOE together with the PRC Companies as set forth in the Share Purchase Agreement.

“ Preferred Directors ” or “ Preferred Director ” has the meaning specified in Article 73(a) .

“ Preferred Share holder ” means any holder of the Preferred Shares.

“ Preferred Shares ” means collectively, the Series A Preferred Shares , the Series B Preferred Shares and the Series C Preferred Shares, and each a “ Preferred Share ”.

“ Qiming ” means Qiming Venture Partners II, L.P., Qiming Venture Partners II-C, L.P. and Qiming Managing Directors Fund II, L.P. as set forth in the Share Purchase Agreement.

proceeds going to the Company of at least US$60,000,000 and with a market capitalization of the Company no less than US$360,000,000, which shall be calculated based on the offering price in such public offering and the total number of the Company’s shares outstanding immediately after such public offering on a fully diluted basis.

“ Redemption Amount ” has the meaning specified in Article 6A(iii)(4)(c)(i) .

“ Redemption Date ” has the meaning specified in Article 8(iii)(1)( a ) .

“ Redemption Event ” has the meaning specified in Article 8(iii)(1)(f) .

“ Redemption Notice ” has the meaning specified in Article 8(iii)(1)( a ) .

“ Redemption Price ” has the meaning specified in Article 8(iii)(1)( d ) .

“ Registered Office ” means the registered office for the time being of the Company.

“ Required Consenters ” has the meaning specified in Article 27 .

“ Seal ” means the common seal of the Company and includes every duplicate seal.

“ Secretary ” includes an Assistant Secretary and any person appointed to perform the duties of Secretary of the Company.

“ Series A Directors ” or “ Series A Director ” has the meaning specified in the Shareholders Agreement and Article 73 ( a ) .

“ Series B Directors ” or “ Series B Director ” has the meaning specified in the Shareholders Agreement and Article 73(a) .

“ Series B Preferred Shares ” means the Series B redeemable convertible preferred shares, par value of US$0.001 per share, issued by the Company pursuant to the Share Purchase Agreement and that certain Share Purchase Agreement dated as of July 8, 2009 by and among the Company, the Founder, the PRC Entities and the Series B Investors thereto or on exercise of the Series B Preferred Warrants , the rights, privileges and preferences of which are specified in these Articles and the Shareholders Agreement.

“ Series C Directors ” or “ Series C Director ” has the meaning specified in the Shareholders Agreement and Article 73(a) .

“ Series C Preferred Shares ” means the Series C redeemable convertible preferred shares, par value of US$0.001 per share, to be issued by the Company pursuant to the Share Purchase Agreement or on exercise of any of the Warrants , the rights, privileges

and preferences of which are specified in these Articles and the Shareholders Agreement.

“ Share Purchase Agreement ” means the Share Purchase Agreement entered into by and among the Company and the other parties thereto, dated August 26, 2010, regarding the issuance of the Series C Preferred Shares, as the same may be amended.

“ Shares ” means Common Shares and Preferred Shares, and may also be referenced as “share” and includes any fraction of a share.

“ Shareholders Agreement ” means the Third Amended and Restated Shareholders Agreement entered into among the Company and all Shareholders of the Company pursuant to the Share Purchase Agreement, as the same may be amended.

“ Special Resolution ” has the same meaning as set forth in the Statute and includes a resolution approved in writing as described therein.

“ Statute ” means the Companies Law (2010 Revision) of the Cayman Islands, as amended, and every statutory modification or re-enactment thereof for the time being in force.

“ written ” and “ in writing ” include all modes of representing or reproducing words in visible form.

Words importing the singular number also include the plural number and vice-versa.

Words importing the masculine gender also include the feminine gender and vice-versa.

The term “ day ” means “ calendar day ”.

2. The business of the Company may be commenced as soon after incorporation as the Directors shall see fit, notwithstanding that only part of the shares may have been allotted.

CERTIFICATES FOR SHARES

authorize certificates to be issued with the Seal and authorized signature(s) affixed by mechanical process. The Company shall not be bound to issue more than one certificate for shares held jointly by more than one person and delivery of a certificate to one joint holder shall be a sufficient delivery to all of them. All certificates for shares shall be consecutively numbered or otherwise identified and shall specify the shares to which they relate. The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered in the register of Members of the Company. All certificates surrendered to the Company for transfer shall be canceled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and canceled.

ISSUE OF SHARES

6. Subject to Section 4 of the Shareholders Agreement, as amended from time to time, and the provisions in these Articles (including but not limited to Article 6A ) and to any resolution of the Members to the contrary, and without prejudice to any special rights of the Preferred Shares , the Board shall have the power to issue any unissued shares of the Company and any shares or class of shares (including the issue or grant of options, warrants and other rights, renounceable or otherwise in respect of shares) with or without preferred, deferred or other special rights or restrictions, whether in regard to dividend, voting, return of capital or otherwise and to such persons, at such times and on such other terms as it may determine. The Company shall not issue shares in bearer form.

6A (i) CLASSES, NUMBER AND PAR VALUE OF THE SHARES

At the date of the adoption of these Articles, the authorized capital of the Company shall be US$85,844.616 , divided into 50,000,000 Common Shares with a par value of US$0.001 per share, 5,000,000 Series A Preferred Shares with a par value of US$0.001 per share, 12,123,314 Series B Preferred Shares with a par value of US$0.001 per share and 18,721,302 Series C Preferred Shares with a par value of US$0.001 per share.

(ii) RANKING

The Series C Preferred Shares shall rank, upon liquidation, senior and prior to the Series B Preferred Shares, the Series A Preferred Shares, the Common Shares and all other classes or series of shares issued by the Company. Secondary to the Series C Preferred Shares, the Series B Preferred Shares shall rank, upon liquidation, senior and prior to the Series A Preferred Shares, the Common Shares and all other classes or series of shares issued by the Company. Secondary to the Series B Preferred Shares, the Series A Preferred Shares shall rank, upon liquidation, senior and prior to the Common Shares and all other classes or series of shares issued by the Company. All s ecurities of the Company to which the Preferred Shares rank prior, with respect to dividends and upon li quidation, including, without limitation, the Common Shares, are collectively referred to herein as “ Junior Securities .”

(iii) DESIGNATIONS, POWERS, PREFERENCES, ETC. OF SHARES

(1) Dividends.

(a) Subject to the provisions of the Statute, the Memorandum and these Articles (including but not limited to the other requirements of this Article 6A ), the Board may from time to time declare dividends and other d istributions on the outstanding s hares of the Company and authorize payment of the same out of the funds of the Company legally available therefor. The Preferred Shares shall, with respect to any dividend and other distribution s on shares of the Company , rank senior to the Junior Securities . U nless and until any dividends or other distributions in like amount have been paid in full on the Preferred Shares (on an as-converted basis), the Company shall not declare, pay or set apart for payment, any dividend on any Junior Securities or make any payment on account of, or set apart for payment, money for a sinking or other similar fund for, the purchase, redemption or other retirement of, any Junior Securities or any warrants, rights, calls or options exercisable or exchangeable for or convertible into any Junior Securities, or make any distribution in respect thereof, either directly or indirectly, and whether in cash, obligations or shares of the Company or other property.

(2) Liquidation.

(a) Liquidation Preferences . Upon the occurrence of any Liquid ation Event, whether voluntary or involuntary , the assets of the Company legally available for distribution shall be distributed in the following order :

(i) Before any distribution or payment shall be made to the holders of any Series B Preferred Shares, Series A Preferred Shares or Junior Securities, each holder of the Series C Preferred Shares shall be entitled to receive, with respect to the Series C Preferred Shares then held by such holder, an amount equal to the sum of:

(A) (x) one hundred percent (100%) of the aggregate price paid to the Company for the issuance of such Series C Preferred Shares; and

(y) an amount thereon equal to a six percent (6%) per annum rate of return, compounded annually, from the Closing; and

(z) all dividends declared and unpaid with respect to such shares, or

(B) if such Liquidation Event has been initiated by a demand made by a holder of Series C Preferred Shares pursuant to Article 8(iii)(6),

(x) one hundred percent (100%) of the aggregate price paid to the Company for the issuance of such Series C Preferred Shares; and

(y) an amount thereon equal to a fifteen percent (15%) per annum rate of return, compounded annually, from the Closing; and

(z) all dividends declared and unpaid with respect to such shares.

If, upon any such Liquidation Event, the assets of the Company legally available for distribution shall be insufficient to make payment of the foregoing amounts in full on all the Series C Preferred Shares, then such assets shall be distributed among the holders of the Series C Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon.

(ii) After setting aside or paying in full the amounts due to the holders of the Series C Preferred Shares under Article 6A(iii)(2)(a)(i), before any distribution or payment shall be made to the holders of any Series A Preferred Shares or any Junior Securities , each holder of the Series B Preferred Shares shall be entitled to receive, with respect to the Series B Preferred Shares then held by such holder, an amount equal to one hundred percent (100%) of the price paid to the Company for the issuance of such Series B Preferred Shares, plus (i) an amount thereon equal to a six percent (6%) per annum rate of return, compounded annually, from the Closing, and (ii) all dividends declared and unpaid with respect to such shares. If, upon any such Liquidation Event and after full payment of the liquidation preference in Article 6A(iii)(2)(a)(i) above , the remaining assets of the Company legally available for distribution shall be insufficient to make payment of the foregoing amounts in full on all the Series B Preferred Shares, then such assets shall be distributed among the holders of the Series B Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon.

(iii) After setting aside or paying in full the amounts due to the holders of the Series C Preferred Shares and Series B Preferred Shares under Article 6A(iii)(2)(a)(i) and Article 6A(iii)(2)(a)(ii) , before any distribution or payment shall be made to the holders of any Junior Securities, each holder of the Series A Preferred Shares shall be entitled to receive, with respect to the Series A Preferred Shares then held by such holder, an amount equal to one hundred percent (100%) of the price paid to the Company for the issuance of such Series A Preferred Shares, plus (i) an amount thereon equal to a six percent (6%) per annum rate of return, compounded annually, from the Closing, and (ii) all dividends declared and unpaid with respect to such shares. If, upon any such Liquidation Event and after full payment of the amounts due to the holders of the Series C Preferred Shares and the Series B Preferred Shares under Article 6A(iii)(2)(a)(i) and Article 6A(iii)(2)(a)(ii) above , the remaining assets of the Company legally available for distribution shall be insufficient to make payment of the foregoing amounts in full on all the Series A Preferred Shares, then such assets shall be distributed among the holders of the Series A Preferred Shares, ratably in proportion to the full amounts to which they would otherwise be respectively entitled thereon.

(iv) After distribution or payment in full of the amounts distributable or payable pursuant to Article 6A(iii)(2)(a)(i) , Article 6A(iii)(2)(a)(ii) and Article 6A(iii)(2)(a)(iii) , the remaining assets of the Company legally available for distribution shall

be distributed ratably among the holders of the outstanding Shares (on an as-converted to Common Shares basis) .

(b) Liquidation on Sale or Merger . The following events shall be treated as a liquidation (each, a “ Liquid ation Event ”) under this Article 6A(iii)(2) unless waived in writing by GS, CDH and Qiming : (i) any liquidation, winding-up, or dissolution of any member of the Company Group, (ii) any merger, amalgamation or consolidation of any member of the Company Group with or into any Person, or any other corporate reorganization, or any other transaction or series of transactions, as a result of which the shareholders of the Company immediately prior to such transaction or series of transactions will cease to own a majority of the Equity Securities or voting power of the surviving entity immediately following the consummation of such transaction or series of transactions, (iii) any sale of all or substantially all of the assets of any member of the Company Group ( including for the purposes of this clause (iii) , the equity securities and/or contractual arrangements by which any member of the Company Group owns and/or Controls any other Company Group member and the licenses and permits necessary to conduct the business of the Company Group in the PRC), (iv) the exclusive licensing of all or substantially all of the Intellectual Property of any member of the Company Group to a third party unaffiliated with any member of the Company Group, or (v) the transfer (whether by merger, reorganization or other transaction) in which a majority of the outstanding voting power of the Company is transferred (excluding any sale of Shares by the Company for capital raising purposes) and (vi) any inability or failure on the part of the Company to redeem the Series C Preferred Shares when required to do so by holders of at least fifty percent (50%) of the outstanding Series C Preferred Shares .

(3) Voting Rights.

(4) Conversion of Preferred Shares .

Shares, any Series A Shares shall rank pari passu in all respects with the then existing Common Shares.

(a) Optional Conversion.

(i) Subject to and in compliance with the provisions of this Article 6A(iii)(4)(a) and subject to complying with the requirements of the Statute, each Preferred Share may, at the sole option of the holder thereof, be converted at any time and from time to time after the relevant Original Issue Date into fully-paid and nonassessable Common Shares based on the then-effective applicable Conversion Price in accordance with this Article 6A(iii)(4) .

(ii) Any Preferred Shareholder who desires to convert its Preferred S hares into Common Shares shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Company or any transfer agent for the Preferred Shares, and shall give written notice to the Company at such office that such Preferred Shareholder has elected to convert such Preferred S hares. Such notice shall state the number of Preferred Shares being converted (whether all or some only). Thereupon, the Company shall promptly record such conversion in its register of Members and issue and deliver to such Preferred Share holder at the address specified by such Preferred Share holder a certificate or certificates for the number of Common Shares to which such Preferred Share holder is entitled and, if the conversion is of part only of a holding, a new certificate for the balance of Preferred Shares retained by such Preferred Shareholder. No fractional Common Shares shall be issued upon conversion of the Preferred Shares, and the number of Common Shares to be so issued to a Preferred Shareholder upon the conversion of the Preferred Shares (after aggregating all fractional Common Shares that would be issued to such Preferred Shareholder ) shall be rounded to the nearest whole share (with one-half being rounded upward). Such conversion shall be deemed to have been made at the close of business on the date of the surrender of the certificates representing the Preferred Shares to be converted, and the Person entitled to receive the Common Shares issuable upon such conversion shall be treated for all purposes as the record holder of such Common Shares on such date.

(b) Automatic Conversion .

the number of Common Shares to which the Preferred Shareholder is entitled. No fractional Common Shares shall be issued upon conversion of the Preferred Shares, and the number of Common Shares to be so issued to a Preferred Shareholder of converting Preferred Shares (after aggregating all fractional Common Shares that would be issued to such Preferred Shareholder ) shall be rounded to the nearest whole share (with one-half being rounded upward). Any P erson entitled to receive Common Shares issuable upon the automatic conversion of the Preferred Shares shall be treated for all purposes as the record holder of such Common Shares on the date of such conversion.

(i) The Company shall redeem the Conversion Share for aggregate consideration (the “ Redemption Amount ”) equal to (i) the aggregate par value of any capital shares of the Company to be issued upon such conversion and (ii) the aggregate value, as determined by the Board (including the affirmative vote of a Series C Director, a Series B Director and a Series A Director) , of any other assets which are to be distributed upon such conversion.

(d) Initial Conversion Price . The “ Conversion Price ” shall mean the applicable conversion price for the respective Preferred Share to convert into Common Share(s) at the option of the holder thereof or automatically pursuant to Article 6A(iii)(4)(a) or Article 6A(iii)(4)(b) , as the case may be. The Conversion Price for the Series A Preferred Shares, the Series B Preferred Shares and the Series C Preferred Shares shall initially be t he Original Series A Preferred Issue Price, the Original Series B Preferred Issue Price and the Original Series C Preferred Issue Price, respectively, and each shall be adjusted from time to time as provided below in Article 6A(iii)(4)(e) . For the avoidance of doubt, the initial conversion ratio for each Preferred Share to Common Share ( s ) shall be 1:1 , subject to adjustment from time to time of the Conversion Price as provided below in Article 6A(iii)(4)(e) .

(e) Adjustments to Conversion Price .

proportionately increased. Any adjustment under this paragraph shall become effective at the close of business on the date the subdivision or combination becomes effective.

(ii) Adjustment for Common Share Dividends and Distributions . If the Company makes (or fixes a record date for the determination of holders of Common Shares entitled to receive) a dividend or other distribution solely to the holders of Common Shares payable in a dditional Common Shares, the applicable Conversion Price then in effect shall be decreased as of the time of such issuance (or in the event such record date is fixed, as of the close of business on such record date) by multiplying the applicable Conversion Price then in effect by a fraction (i) the numerator of which is the total number of Common Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date, and (ii) the denominator of which is the total number of Common Shares issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of Common Shares issuable in payment of such dividend or distribution.

(v) Sale of Shares below the Conversion Price .

(A) Adjustment of Conversion Price for Preferred Shares Upon Issuance of Additional Common Shares . In the event the Company shall at any time or from time to time after (in the case of an adjustment to the Conversion Price of shares other than Series C Preferred Shares) the Original Issue Date of the Series B Preferred Shares or (in the case of an adjustment to the Conversion Price for Series C Preferred Shares) the Original Issue Date of the Series C Preferred Shares, issue or sell any Additional Common Shares (including Additional Common Shares deemed to be issued pursuant to Article 6A(iii)(4)(e)(vi)) , without consideration or for a consideration per share less than the applicable Conversion Price for Preferred Shares in effect immediately prior to such issue, then as of the opening of business on the date of such issue or sale, the applicable Conversion

Price shall be reduced, concurrently with such issue, to a price (calculated to the nearest one-hundredth of a cent) determined in accordance with the following formula ( As Adjusted):

CP2 = CP1*(A + B) ÷ (A + C).

For purposes of the foregoing formula, the following definitions shall apply:

i) “CP2” shall mean the applicable Conversion Price in effect immediately after such issue of Additional Common Shares;

ii) “CP1” shall mean the applicable Conversion Price in effect immediately prior to such issue of Additional Common Shares;

v) “C” shall mean the number of such Additional Common Shares issued in such transaction.

ii) To the extent it consists of property other than cash, consideration other than cash received by the Company for any issue or sale of securities shall be computed at the fair market value thereof (as determined in good faith by a majority of the Board, including the affirmative vote of a Series C Director, a Series B Director and a Series A Director ), as of the date of the adoption of the resolution specifically authorizing such issue or sale, irrespective of any accounting treatment of such property; and

C Director, a Series B Director and a Series A Director ) to be allocable to such Additional Common Shares or Common Share Equivalents.

(vi) Deemed Issue of Additional Common Shares

(A) If the Company at any time or from time to time after (in the case of an adjustment to the Conversion Price of shares other than Series C Preferred Shares) the Original Issue Date of the Series B Preferred Shares or (in the case of an adjustment to the Conversion Price for Series C Preferred Shares) the Original Issue Date of the Series C Preferred Shares, shall issue any Common Share Equivalents (excluding Common Share Equivalents which are themselves Exempted Shares or which are Preferred Securities issued pursuant to the Share Purchase Agreement) or shall fix a record date for the determination of holders of any class of securities entitled to receive any such Common Share Equivalents , then the maximum number of Common Shares (as set forth in the instrument relating thereto, assuming the satisfaction of any conditions to exercisability, convertibility or exchangeability but without regard to any provision contained therein for a subsequent adjustment of such number) issuable upon the exercise , conversion or exchange of such Common Share Equivalents shall be deemed to be Additional Common Shares issued as of the time of such issue or, in case such a record date shall have been fixed, as of the close of business on such record date, and for a consideration equal to the consideration received by the Company upon the issuance of such Common Share Equivalents plus the minimum aggregate additional consideration payable to the Company on conversion, exchange or exercise thereof (without taking into account potential anti - dilution adjustments).

issuances of Additional Common Shares as a result of the issuance of such Common Share Equivalents ) between the original adjustment date and such readjustment date.

(C) If the terms of any Common Share Equivalents (excluding Common Share Equivalents which are themselves Exempted Shares or which are Preferred Securities issued pursuant to the Share Purchase Agreement), the issuance of which did not result in an adjustment to the applicable Conversion Price for Preferred Shares pursuant to the terms of Article 6A(iii)(4)(e)(v) (either because the consideration per share (determined pursuant to Article 6A(iii)(4)(e)(v)(B) ) of the Additional Common Shares subject thereto was equal to or greater than the applicable Conversion Price for Preferred Shares then in effect, or because such Common Share Equivalent was issued before the Original Issue Date), are revised as a result of an amendment to such terms or any other adjustment pursuant to the provisions of such Common Share Equivalents (but excluding automatic adjustments to such terms pursuant to anti-dilution or similar provisions of such Common Share Equivalents ) to provide for either (1) any increase or decrease in the number of Common Shares issuable upon the exercise, conversion or exchange of any such Common Share Equivalents or (2) any increase or decrease in the consideration payable to the Company upon such exercise, conversion or exchange, then such Common Share Equivalents , as so amended or adjusted, and the Additional Common Shares subject thereto (determined in the manner provided in Article 6A(iii)(4)(e)(v i ) (A) ) shall be deemed to have been issued effective upon such increase or decrease becoming effective.

(vii) Other Dilutive Events . In case any event shall occur as to which the other provisions of this Article 6A(iii)(4) are not strictly applicable, but the failure to make any adjustment to the applicable Conversion Price for the Preferred Shares would not fairly protect the conversion rights of such Preferred Shares in accordance with the essential intent and principles hereof, then, in each such case, the Company, in good faith, shall determine the appropriate adjustment to be made, on a basis consistent with the essential intent and principles established in this Article 6A(iii)(4) , necessary to preserve, without dilution, the conversion rights of the Preferred Shares. If any holder of the then outstanding Preferred Shares shall reasonably and in good faith disagree with such determination by the Company, then the Company shall appoint an accounting firm of international standing and reputation, which shall give their opinion as to the appropriate adjustment, if any, on the basis described above. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the holders of such Preferred Shares and shall make the adjustments described therein .

sufficient to effect the conversion of all then outstanding Preferred Shares, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued Common Shares to such number of shares as shall be sufficient for such purpose.

(xi) Notices . Any notice required or permitted pursuant to this Article 6A(iii)(4) shall be given in writing and shall be given either personally or by sending it by next-day or second-day courier service, fax, electronic mail or similar means to each holder of record at the address of such holder appearing on the books of the Company. Where a notice is sent by next-day or second-day courier service, service of the notice shall be deemed to be effected by properly addressing, pre-paying and sending by next-day or second-day service through an internationally-recognized courier a letter containing the notice, with a confirmation of delivery, and to have been effected at the expiration of two (2) days after the letter containing the same is sent as aforesaid. Where a notice is sent by fax or electronic mail, service of the notice shall be deemed to be effected by properly addressing, and sending such notice through a transmitting organization, with a written confirmation of delivery, and to have been effected on the day the same is sent as aforesaid.

(5) [Intentionally omitted]

( 6 ) Protective Provisions .

(i) Substantially cease to conduct or carry on the business of any member of the Company Group as now conducted or materially change its business activities;

(ii) Sell or dispose of the whole or a substantial part of the undertaking goodwill or the assets of any member of the Company Group;

(iii) Increase, reduce or cancel the authorized or issued share capital of any member of the Company Group or issue, allot, purchase or redeem any shares or securities convertible into or exchangeable for or otherwise carrying a right of subscription in respect of the Shares or any share warrants or grant or issue any options rights or warrants or which may require the issue of Shares in the future or do any act which has the effect of diluting or reducing the effective shareholding of the Investors in the Company or adversely affecting their rights in respect of any outstanding warrants or options;