[FORM F-1 REGISTRATION STATEMENT eHi Car Services Limited Not Applicable Cayman Islands 7510 Not Applicable Unit 12/F, Building No. 5, Guosheng Center Law Debenture Corporate Services Inc. (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Portia Ku Alan Seem Approximate date of commencement of proposed sale to the public: As soon] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES EIGHTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF 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 COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES NINTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF 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] [EXECUTION VERSION THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Agreement Company Schedule A Investor Investors Schedule B Founder Prior Agreement Parties Party THIS THIRD AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “ RECITALS A. Series E Share Purchase Agreement The Company, the members of the Company Group, the Founder and certain other parties entered into a Share Purchase Agreement regarding] [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)] [Execution Version Dated March 26, 2012 (1) eHi Auto Services Limited (2) Mr. Ruiping Zhang (3) The Crawford Group, Inc. (4) eHi Auto Services (Hong Kong) Holding Limited (5) Shuzhi Information Technology (Shanghai) Co., Ltd. (6) eHi Auto Services (Jiangsu) Co., Ltd. (7) Shanghai eHi Car Rental Co., Ltd. (8) Beijing eHi Car Rental Co., Ltd. (9) Jinan eHi Car] [EXECUTION VERSION Dated December 11, 2013 (1) eHi Auto Services Limited (2) Mr. Ruiping Zhang (3) Ctrip Investment Holding Ltd. (4) Ignition Growth Capital I, L.P. (5) Ignition Growth Capital Managing Directors Fund I, LLC (6) eHi Auto Services (Hong Kong) Holding Limited (7) other members of the Company Group as set forth in Schedule A SHARE PURCHASE AGREEMENT For] [EXECUTION VERSION Dated April 16, 2014 (1) eHi Auto Services Limited (2) Mr. Ruiping Zhang (3) Ctrip Investment Holding Ltd. (4) Ignition Growth Capital I, L.P. (5) Ignition Growth Capital Managing Directors Fund I, LLC (6) The Crawford Group, Inc. (7) other members of the Company Group as set forth in Schedule A SHARE PURCHASE AGREEMENT For the Issuance of] [eHi Car Services Limited Unit 12/F, Building No. 5, Guosheng Center 388 Daduhe Road, Shanghai 200062 People’s Republic of China [ ] 2014 Dear Sirs eHi Car Services Limited Company Registration Statement Offering ADSs [New] Shares Selling Shareholders Sale Shares We have acted as Cayman Islands legal advisers to eHi Car Services Limited (the “ 1 Documents Reviewed For the] [国浩律师 ( 上海 ) 事务所 Grandall Law Firm (Shanghai) 中国 上海 南京西路 580 号南证大厦 45-46 楼， 200041 45-46/F, Nanzheng Building, 580 Nanjing Road West, Shanghai 200041, P.R.C. 电话 /TEL.: (8621) 5234-1668 传真 /FAX: (8621) 5234-1670 网址 /Website: www.grandall.com.cn October 3, 2014 eHi Car Services Limited. 388 Da-Du-He Road Shanghai, 200062, People’s Republic of China Dear Sirs, Unless otherwise defined herein,] [INDEMNIFICATION AGREEMENT Agreement THIS INDEMNIFICATION AGREEMENT (this “ , by and between eHi Car Services Limited Company , an exempted company duly incorporated and validly existing under the laws of the Cayman Islands (the “ Indemnitee ) (the “ WHEREAS, the Indemnitee has served or has agreed to serve as a director/an executive officer of the Company and in such] [EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement, dated as of (this “ Agreement”), is executed by and between eHi Car Services Limited, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (the “Company”) and ([Passport/ID] number ) (the “Executive”). RECITALS NOW, THEREFORE, the parties hereto agree as follows: 1. TERM OF EMPLOYMENT 1.1] [EHI AUTO SERVICES LIMITED 2010 PERFORMANCE INCENTIVE PLAN (Amended and Restated) 1. PURPOSE OF PLAN The purpose of this eHi Auto Services Limited 2010 Performance Plan Company Incentive Plan (this “ 2. ELIGIBILITY Eligible Person Securities Act Subsidiary Board The Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to those persons that] [EHI CAR SERVICES LIMITED 2014 PERFORMANCE INCENTIVE PLAN 1. PURPOSE OF PLAN Plan Company The purpose of this eHi Car Services Limited 2014 Performance Incentive Plan (this “ 2. ELIGIBILITY Eligible Person Securities Act Subsidiary Board The Administrator (as such term is defined in Section 3.1) may grant awards under this Plan only to those persons that the Administrator determines] [Date of Issuance: March 28, 2012 Holder Company Purchase Agreement 1. Subject to the terms and conditions hereinafter set forth, the Holder is hereby entitled to purchase from the Company up to 1,500,000 Common Shares of the Company, US$0.001 par value each, subject to adjustment as provided herein (the “ 2. Exercise Price. Exercise Price 3. Exercise Period. 4. Reservation] [Exclusive Technical Services and Consulting Agreement between Shanghai eHi Information Technology Service Co., Ltd. and Shanghai eHi Car Rental Co., Ltd. March 13, 2014 Exclusive Technical Services and Consulting Agreement Agreement PRC This Exclusive Technical Services and Consulting Agreement (this “ (1) Shanghai eHi Information Technology Service Co., Ltd. Party A (“ Contact address: 12/F, Guosheng Center, No. 5 Lane] [LOAN AGREEMENT between HAN HONGTAO and SHANGHAI EHI CAR RENTAL CO., LTD. March 10, 2014 LOAN AGREEMENT Agreement THIS LOAN AGREEMENT (this “ BETWEEN: (1) HAN Hongtao Borrower , a citizen of the People’s Republic of China, whose ID Number is 310109196810262014 (“ (2) Shanghai eHi Car Rental Co., Ltd. Lender , a limited liability company established under the PRC] [Equity Pledge Agreement for Shanghai eHi Information Technology Service Co., Ltd. between Han Hongtao and Shanghai eHi Car Rental Co., Ltd. June 30, 2014 Equity Pledge Agreement PRC This Equity Pledge Agreement (this “Agreement”) is made on June 30, 2014 in Shanghai, the People’s Republic of China (the “ (1) Han Hongtao Pledgor (“ ID card number is 310109196810262014 (2)] [Dated: March 13, 2014 CALL OPTION AND COOPERATION AGREEMENT among Han Hongtao Xie Chun and Shanghai eHi Car Rental Co., Ltd. on Shanghai eHai Information Technology Service Co., Ltd. 1 Call Option and Cooperation Agreement this Agreement PRC This Call option and Cooperation Agreement (“ (1) Han Hongtao, a PRC resident, whose ID card number is 310109196810262014; (2) Xie Chun,] [Agreement on Authorization to Exercise Shareholder’s Voting Power in Shanghai eHi Information Technology Service Co., Ltd. Among Shanghai eHi Car Rental Co., Ltd., Han Hongtao and Xie Chun March 13, 2014 Execution Page Agreement on Authorization to Exercise Shareholder’s Voting Power This Agreement on Authorization to Exercise Shareholder’s Voting Power (hereinafter referred to as “this agreement”) was entered into among] [October 3, 2014 Dear Sirs/Madams: We have read the information required by Item 16-F of Form 20-F included in the registration statement on Form F-1 of eHi Car Services Limited dated October 3, 2014 under the section titled “Change in Accountants” and have the following comments: 1. We are in agreement with the statements contained in paragraphs one, three and] [Subsidiaries Place of Incorporation Elite Plus Developments Limited British Virgin Islands eHi Auto Services (Hong Kong) Holding Limited Hong Kong L&L Financial Leasing Holding Limited Hong Kong Shuzhi Information Technology (Shanghai) Co., Ltd. PRC Shanghai eHi Car Rental Co., Ltd. PRC Shanghai Taihao Financial Leasing Co., Ltd. PRC] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of eHi Car Services Limited of our report dated June 30, 2014 relating to the consolidated financial statements of eHi Car Services Limited, which appears in such Registration Statement. We also consent to the reference to us under the heading] [Frost & Sullivan (Beijing) Inc.,Shanghai Branch Co. 2802-2803, Tower A, Dawning Center 500 Hongbaoshi Road Shanghai, 201103 P.R.China Tel: +86 21 5407 5780 / 81 / 82 / 83 Fax:+86 21 3209 8500 www. frost.com October 3, 2014 eHi Car Services Limited Unit 12/F, Building No.5, Guosheng Center 388 Daduhe Road, Shanghai, 200062 People’s Republic of China (8621) 6468-7000 Re:] [EHI CAR SERVICES LIMITED CODE OF BUSINESS CONDUCT AND ETHICS I. PURPOSE Code Company This Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: · honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; · · · prompt internal reporting] [国浩律师 ( 上海 ) 事务所 Grandall Law Firm (Shanghai) 中国 上海 南京西路 580 号南证大厦 45-46 楼， 200041 45-46/F, Nanzheng Building, 580 Nanjing Road West, Shanghai 200041, P.R.C. 电话 /TEL.: (8621) 5234-1668 传真 /FAX: (8621) 5234-1670 网址 /Website: www.grandall.com.cn October 3, 2014 eHi Car Services Limited. 388 Da-Du-He Road Shanghai, 200062, People’s Republic of China Dear Sirs, We are qualified lawyers]