EX-4.6



 Exhibit 4.6 

AMENDMENT TO SHAREHOLDERS AGREEMENT 

THIS AMENDMENT TO SHAREHOLDERS AGREEMENT (this “Amendment”) is entered into as of March 2nd, 2015, by and among: 

 

	 	1.	InnoLight Technology Corporation (the “Company”); 

  

	 	2.	GC I, LP; 

  

	 	3.	Lightspeed China Partners I, L.P.; 

  

	 	4.	Lightspeed China Partners I-A, L.P.; and 

  

	 	5.	ITC Vision Ltd. 

  

	 	6.	ITC Bright Ltd. 

 Each of the parties to this Amendment is referred to herein individually as a
“Party” and collectively as the “Parties.” GC I, LP, Lightspeed China Partners I, L.P. and Lightspeed China Partners I-A, L.P. are referred to herein collectively as “Series C Preferred
Shareholders.” Capitalized terms used but not defined herein shall have the meanings set forth in the shareholders agreement, dated September 26, 2014, entered into by and among the Company, the Series C Preferred Shareholders, the
Company’s other then existing shareholders and certain other parties (the “Agreement”). 
 RECITALS 

WHEREAS, 
 1. Glory Castle
Holdings Limited



 (“Glory Castle”) has transferred 1,650,000 ordinary shares, 247,968 series A preferred shares and 1,744,079 series A-1 preferred shares of the Company to ITC Vision Ltd.; 

2. Glory Castle has transferred 1,927,857 ordinary shares of the Company to ITC Bright Ltd., which is wholly owned by Mr. ZHU Hao, and
thereafter Mr. ZHU Hao has immediately transferred entire ITC Bright Ltd. ownership, including but not limited to all tangible and intangible assets held by ITC Bright Ltd. to The Core Trust Company Limited. to fund his personal trust,
i.e., all of the shares of the Company transferred from Glory Castle, to be held for the benefit of certain persons named by Mr. Zhu; and 

3. In connection with the foregoing transfer of the shares of the Company, ITC Vision Ltd. and ITC Bright Ltd. have become shareholders of the
Company, and the Parties hereto desire to amend certain terms of the Agreement in accordance with Section 5.2 thereof. 







 AGREEMENT 

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 
 SECTION 1 AMENDMENTS 

 

	(1)	Schedule A-2 to the Agreement shall be amended as follows: 

 Ordinary
Shareholders 
 Glory Castle Holdings Limited 
 



 
 Osa Mok 

Wen-wei Liu 
 Wei-Long William Lee

 Minxu Li 
 Hsing Hsien Kung

 ITC Vision Ltd. 
 ITC Bright
Ltd. 
  

	(2)	Schedule A-3 to the Agreement shall be amended as follows: 

 Series A Preferred
Shareholders 
 Glory Castle Holdings Limited 
 



 
 Monet Investment Inc. 

Chin-Shun Wu 
 Emil Chang 

Hsing Hsien Kung 
 Acorn Campus
Venture Fund III, LLC 
 Refele Holdings Limited



 
 Hua Yuan International Limited 

ITC Vision Ltd. 








	(3)	Schedule A-4 to the Agreement shall be amended as follows: 

 Series A-1
Preferred Shareholders 
 Glory Castle Holdings Limited 
 



 
 Cascade Capital Management LLC 

Hsing Hsien Kung 
 Cowin Jin Qu
Limited 
 Qianrong Capital Limited 

Guofa Rongfu Capital Investment (Hong Kong ) Limited 
 



 
 Selected Partners Limited 

Refele Investment Holdings Limited 

ITC Vision Ltd. 
 SECTION 2 EFFECT OF AMENDMENTS

 This Amendment shall be deemed incorporated into, and form a part of, the Agreement and have the same legal validity and effect as the Agreement. 

Except as expressly amended hereby, all terms and provisions of the Agreement are and shall remain in full force and effect, and all references to the
Agreement shall hereafter refer to the Agreement as amended by this Amendment, and as it may hereafter be further amended or restated. 
 SECTION 3
MISCELLANEOUS 
 Section 10.3 (Governing Law) and Section 10.12 (Dispute Resolution) of the Agreement is hereby incorporated herein mutatis
mutandis. 
 This Amendment may be executed in counterparts, all of which shall be considered one and the same agreement and shall become effective when
counterparts have been signed by each Party and delivered to each other Party; provided that a facsimile signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the
signature were an original, not a facsimile signature. 
 [The remainder of this page has been left intentionally blank] 







 IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above. 

 

			
	Company:
	
	InnoLight Technology Corporation
		
	By:		/s/ Sheng Liu
			Name: Sheng Liu
			Title: Director


 [Signature Page to Amendment to Shareholders Agreement] 







 IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above. 

GC I, LP 
  

			
	 By:
		
	 GC I, GP, its general partner

		
	 By:
		/s/ Eugene Frantz


			
		
	 Name:
		 Eugene Frantz



			
		
	 Title:
		 General Partner


 [Signature Page to Amendment to Shareholders Agreement] 







 IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above. 

 

			
	 LIGHTSPEED CHINA PARTNERS I, L.P.

		
	 By:    
		 Lightspeed China Partners I GP, LLC, its general partner

		
	 By:
		 /s/ James
Mi            

			 James Mi, Managing Director

	
	 LIGHTSPEED CHINA PARTNERS I-A, L.P.

		
	 By:
		 Lightspeed China Partners I GP, LLC, its general partner

		
	 By:
		 /s/ James
Mi            

			 James Mi, Managing Director


 [Signature Page to Amendment to Shareholders Agreement] 







 IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above. 

 

			
	 ITC Vision Ltd.

		
	 By:
		/s/ Hai Ding


			
		
	 Name:
		Hai Ding


			
		
	 Title:
		Sole Director

 [Signature Page to Amendment to Shareholders Agreement] 







 IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above. 

 

			
	 ITC Bright Ltd.

		
	 By:
		/s/ Hao Zhu
		
	 Name:
		Hao Zhu
		
	 Title:
		Sole Director

 [Signature Page to Amendment to Shareholders Agreement]