Exhibit 4.38


 


Asset Sale
and Purchase Agreement for Shanghai Renren Finance

 Leasing Asset-Backed Special Plan


 


by:


 


Shanghai
Renren Finance Leasing Co., Ltd.


as the Seller and Originator


 


and


 


Xinyuan Asset
Management Co., Ltd.


as the Purchaser and the Plan Manager


 


Beijing, China


January 26, 2016


 




     


     


    

 


Table of Contents


 


	Article 1	Definition and Interpretation	3
	 	 	 
	Article 2	Sale and Purchase of Basic Assets	4
	 	 	 
	Article 3	Redemption of Assets	10
	 	 	 
	Article 4	Preconditions	11
	 	 	 
	Article 5	Seller’s Representations and Warranties	13
	 	 	 
	Article 6	Purchaser’s Representations and Warranties	18
	 	 	 
	Article 7	The Seller and the Purchaser's Undertakings	21
	 	 	 
	Article 8	Transaction Expenses	25
	 	 	 
	Article 9	Liabilities for Breach	25
	 	 	 
	Article 10  	Force Majeure	27
	 	 	 
	Article 11	Confidentiality	28
	 	 	 
	Article 12	Governing Law and Dispute Resolution	28
	 	 	 
	Article 13	Miscellaneous	29


 




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Asset Sale and Purchase Agreement


 


for


 


Shanghai Renren Leasing Asset-Backed Special
Plan


 


This Asset Sale and Purchase Agreement
for Shanghai Renren Leasing Asset-Backed Special Plan (hereinafter referred to as this Agreement) is made and entered into by and
between the following parties on January 26, 2016 in the         (city):


 


Shanghai Renren Finance Leasing Co.,
Ltd. (hereinafter referred to as the Seller or Renren Leasing)


Address: Suite 340, Building 7, No.328,
Jiajian Road, Jiading district, Shanghai


Zip Code: 201822


Legal representative: Chen Joseph


 


And


 


Xinyuan Asset Management Co., Ltd.
(hereinafter referred to as the Purchaser or Xinyuan Asset)


as the manager of the Special Plan


Address: No.121, Zhongshan North First
Road, Hongkou District, Shanghai


Zip Code: 200083


Legal representative: Shu Xin’nong


 


It is hereby agreed as follows:


 


Article 1     Definition
and Interpretation


 


		1.1	Definition



 


		1.1.1	The definitions of those terms or abbreviations not
defined in this Agreement are identical to the definitions thereof made in the Standardized Terms and Conditions or other Special
Plan documents.



 




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		1.1.2	The terms or abbreviations defined in this Agreement
have the same meaning as in other Special Plan documents, unless otherwise defined in other Special Plan documents.



 


Article 2     Sale
and Purchase of Basic Assets


 


		2.1	Sale and Purchase of Basic Assets



 


		2.1.1	The Seller agrees to sell and transfer the Basic Assets
to the Purchaser based on the terms and conditions stipulated in this Agreement, and the Purchaser agrees to purchase and acquire
the Basic Assets based on the terms and conditions stipulated in this Agreement.



 


		2.1.2	After the Special Plan is successfully established
or revolving purchase is made, on the date when the Purchaser pays the Seller the whole price of the relevant Basic Assets pursuant
to Article 2.3 or Article 2.4 of this Agreement, the Seller is to transfer to the Purchaser from the Basic Date (inclusive of
this date): (1) All the present and future, and existing and potential title to and rights and interests pertaining to the following
assets (namely, the Basic Assets); (2) all proceeds arising from the Basic Assets that have come due or will come due; (3) all
sums arising from settlement and collection, sale, or disposal in other methods; (4) the rights to demand, lodge lawsuit for,
collect, and accept all the payables related to the Basic Assets; (5) the warranted interests related to the Basic Assets, all
the rights to enforce the Basic Assets and legal remedy:



 


		(i)	All the creditors’ rights the Seller has against
the relevant Lessees under the relevant leasing contracts, including the unpaid balance of principal, interests, penalty, damages
and other sums payable by the Lessee to the Originator pursuant to the leasing contract that exist as of the Basic Date;



 


		(ii)	All the security interest pertaining to the collateral
for all the creditor’s rights set forth in the item 2.1.2(i).



 




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On the basis of the representations,
warranties and promises made by the Seller in Article 5 and Article 7.1 hereof, the Purchaser accepts the above transfer, and the
Purchaser agrees to (1) bear all risks in the Basic Assets and have all the proceeds arising from the Basic Assets in accordance
with this Agreement and applicable laws of China, and (2) pay the price for the Basic Assets pursuant to Article 2.3 or Article
2.4 hereof.


 


		2.1.3	Subject to the provisions made in the above Article
2.1.2, the Seller shall, on the Establishment Date of the Special Plan and Revolving Purchase Date, transfer to the Purchaser
the title and the related rights and interests pertaining to the Basic Asset Documents, and the Basic Asset Documents shall be
deemed as delivered to the asset service agency representing the Purchaser on the Establishment Date of the Special Plan and the
Revolving Purchase Date. From the Establishment Date of the Special Plan and the Revolving Purchase Date to the date on which
the Seller ceases operating as an asset service organization, the Basic Asset Documents are to be kept by the asset service agency
representing the Purchaser.



 


		2.1.4	The Seller and the Purchaser agree as follows: under
the condition that the Purchaser pays price of the Basic Assets to the Seller pursuant to Article 2.3 and Article 2.4 hereof,
the transfer of the Basic Assets completed under Article 2.1 constitutes the absolute waiver of the title to the Basic Assets
by the Seller, and the title has been transferred to the Purchaser for the benefit of the holder of the securities supported by
assets in accordance with this Agreement and the applicable laws of China, and from the Establishment Date of the Special Plan
and the Revolving Purchase Date, the Purchaser may have and exercise all the rights to the relevant Basic Assets set forth in
the Article 2.1.2.



 


		2.2	Right Perfection Measures



 


		2.2.1	Right Perfection Events



 


The Right Perfection Events refers to the following
events:


 


		(a)	Any Asset Service Agency Dismissal Event occurs, and
the agency is dismissed therefore;



 


		(b)	Any Insolvency Event related to the Originator occurs;



 




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		(c)	Any Lessee fails to perform any obligations under the relevant leasing contract, and therefore it is necessary to initiate
a lawsuit or arbitration against the Lessee, or the guarantor (if any) fails to perform its guarantee obligations, and therefore
it is necessary to initiate a lawsuit or arbitration against the guarantor.



 


		2.2.2	Right Perfection Measures



 


		2.2.2.1	The Right Perfection Measures taken by the Seller



 


(1) Within five business days
of the occurrence of any Right Perfection Events, the Seller shall send a Right Perfection Notification (for the form, see Schedule
II hereto) to the relevant Lessee and guarantor (in the event of occurrence of the event listed in the (a) or (b) of Article 2.2.1,
the Lessee and the guarantor under the Basic Assets related to the asset service agency and the Originator; in the event of occurrence
of the event listed in the (c) of Article 2.2.1, the Lessee and the guarantor under the Basic Assets involved in the lawsuit or
arbitration), so as to notify the above-mentioned parties of the transfer of the Basic Assets, and assist the Purchaser to handle
the formalities necessary for title transfer or change (if any).


 


(2) Within five business days
of the occurrence of any Right Perfection Events listed in the (a) or (b) of Article 2.2.1, the Seller shall order the relevant
parties to remit the rent or other sums within the scope of the Special Plan Assets directly to the Special Plan Account in the
Right Perfection Notification, in addition to the contents provided in Article 2.2.2.1 (1).


 


(3) Within 30 days of the occurrence
of any Right Perfection Events listed in the (a) or (b) of Article 2.2.1, the Seller has the obligation to assist the Plan Manager
to transfer the title of the Basic Assets to this Special Plan.


 




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		2.2.2.2	The Right Perfection Measures taken by the Purchaser



 


(1) The Seller shall, on or
before the Establishment Date of Special Plan, issue the Authorization (for the form, see the Schedule III hereto) to the Purchaser,
which must authorize the Purchaser to perform the notifying obligations on behalf of and in the name of the Seller when any Right
Perfection Events occur and the Seller fails to the perform the notifying obligations stipulated in Article 2.2.2.1 hereof.


 


(2) If the Seller fails to
perform the notifying obligations, the Purchaser shall, within 10 business days of the date on which the Right Perfection Notification
should have been sent as stipulated in Article 2.2.2.1 hereof, send the Right Perfection Notification to the relevant Lessee and
guarantor and send a copy of the notification to the Seller.


 


		2.2.3	Expenses of Right Perfection Measures



 


All the expenses arising from
the Right Perfection Measures taken by the Seller as stipulated in Article 2.2.2 hereof are to be borne by the Seller; the expenses
of sending the Right Perfection Notification by the Plan Manager on entrustment as stipulated herein may be advanced by the Plan
Manager with the funds from the Special Plan Assets, and the Plan Manager may claim the recovery of such funds from the Seller.


 


		2.3	Purchase of the Initial Basic Assets



 


		2.3.1	Price of the Initial Basic Assets



 


If the preconditions set forth
in Article 4.2 hereof are satisfied, the Purchaser shall pay the price of the Initial Basic Assets to the Seller on the Establishment
Date of the Special Plan, and the price of the Initial Basic Assets as of the Establishment Date of the Special Plan is RMB299,837,400.00
(SAY TWO HUNDRED AND NINTY NINE MILLION EIGHT HUNDRED AND THIRTY SEVERN THOUSAND FOUR HUNDRED YUAN ONLY).


 


		2.3.2	Payment for Purchase Price of Initial Basic Assets



 


		2.3.2.1	The Purchaser shall, on the Establishment Date of
Special Plan, instruct the Trusted Bank to transfer the price stipulated in Article 2.3.1 hereof in a lump sum to the bank account
designated by the Seller in writing. Any bank charges related to the transfer of the funds are to be borne by the Purchaser.



 




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		2.3.2.2	Unless otherwise stipulated herein, the payment by
the Purchaser on the Establishment Date of Special Plan pursuant to Article 2.3 hereof is not subject to any withholding or offsetting
of any nature, any limitation or conditions, or any withholding of taxes.



 


		2.3.2.3	For the purpose of Article 2.3.2, once the account
bank designated by the Seller receives the amount payable by the Purchaser under Article 2.3 hereof, the Purchaser is deemed as
having performed the payment obligations stipulated in Article 2.3.2.1.



 


		2.3.3	Transaction Closing Method of Initial Basic Assets



 


For the Basic Assets listed
in the Schedule I hereto, while the Purchaser pays the price to the Seller pursuant to Article 2.3.2 hereof, the Seller and the
Purchaser shall execute the Transaction Closing Confirmation (for the form, see the Schedule IV hereto). Upon the execution of
the Transaction Closing Confirmation, the transaction of the transfer of the Basic Assets between the two parties is deemed as
closed. The Transaction Closing Confirmation comes into force upon being signed and (or) sealed with personal chops and company
chops by the legal representatives of each party or authorized representatives thereof, and have binding force upon the Seller
and the Purchaser.


 


		2.4	Arrangement for Revolving Purchase



 


		2.4.1	Within the Revolving Period, the Purchaser may revolvingly
purchase the Basic Assets from the Seller at the price no higher than the principal of the leasing contract. After the expiration
of the revolving period, the Purchaser is not to purchase new Basic Assets from the Originator of the Seller.



 


		2.4.2	Procedures of Revolving Purchase



 


Within the Revolving Period,
the Plan Manager may revolvingly purchase new Basic Assets from the Originator with the Special Plan Funds at the price no higher
than the principal of the leasing contract.


 




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On every Revolving Day within
the Revolving Period, the Plan Manager shall, before 15:00 of every Revolving Day, authorize an asset service agency to purchase
Basic Assets from the Originator, pursuant to the Asset Sale and Purchase Agreement, Service Agreement, and the Supervision Agreement;
the asset service agency shall transfer the funds from the supervision account to the account designated by the Originator for
purchase of Basic Assets.


 


The Originator shall, within
five business days of the current Revolving Purchase Day, deliver to the Plan Manager the information related to the Basic Assets
purchased on the current Revolving Purchase Day.


 


When the Plan Manager is to
purchase new Basic Assets on the Revolving Purchase Day, the Plan Manager shall ensure that the Special Plan Fund will not be insufficient
for paying the proceeds and (or) principal that must be distributed with respect to the current Priority Asset-Backed Securities
as determined in Article 13 of the Standardized Terms and Conditions because of paying the price of the revolving purchase.


 


After the expiration of the
Revolving Period, the Plan Manager will not purchase new Basic Assets from the Originator.


 


		2.4.3	Transaction Closing Method of Revolvingly Purchased
Basic Assets



 


With respect to the Basic Assets
revolvingly purchased by the Purchaser from the Seller, the Seller and the Purchaser shall execute the Transaction Closing Confirmation
(for the form, see the Schedule IV hereto). Upon the execution of the Transaction Closing Confirmation, the transaction of the
transfer of the revolvingly purchased Basic Assets between the two parties is deemed as closed. The Transaction Closing Confirmation
comes into force upon being signed and (or) sealed with personal chops and company chops by the legal representatives of each party
or authorized representatives thereof, and have binding force upon the Seller and the Purchaser.


 




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Article 3     Redemption
of Assets


 


		3.1	Redemption of Assets



 


		3.1.1	If, during the existence period of the Special Plan,
the Purchaser or the asset service agency finds any unqualified Basic Assets, it shall forthwith notify in writing the Seller
thereof, and the Seller shall redeem the unqualified Basic Assets from the Purchaser pursuant to Article 3.1.2.



 


		3.1.2	If, in one Collection Period of Receivables, the Purchaser
makes written requests for redemption of unqualified Basic Assets or the Seller requests redemption pursuant to this Article and
the Purchaser agrees, the asset service agency shall propose the price of redeeming the relevant Basic Assets pursuant to Article
3.1.4 hereof at the end of the relevant redemption calculation-commencement date, for the written confirmation by the Purchaser,
and shall make explanation on the Report by Asset Service Agency for the current term. The Seller shall, within two business days
of the confirmation of the redemption price by the Purchaser, pay the total redemption price of the assets to be redeemed to the
Special Plan Account. Upon the payment by the Seller of the redemption price, the Seller will not bear any responsibility.



 


		3.1.3	The Purchaser shall take the following actions on
the very date of receiving the redemption price, at the expense of the Seller: (i) to transfer to the Seller all the (present
and future, existing and potential) rights, title, interests and proceeds the Purchaser has with respect to the relevant Basic
Assets and the Basic Asset Documents; (ii) the relevant Basic Asset Documents must be or be deemed as delivered by the asset service
agency representing the Purchaser to the Seller; (iii) to transfer to the Seller all the amount (if any) collected in the period
from the redemption calculation-commencement date (exclusive) to the date on which the Purchaser receives the amount of redemption
price; (iv) to assist the Seller to handle all the registration of change (if any) and notification procedures the Seller considers
necessary.



 


		3.1.4	The redemption price of the unqualified assets is
equal to the total of the following items as of the 24:00 of the redemption calculation-commencement date: (1) the unpaid balance
of principal of such unqualified Basic Assets; (2) all the written-off principal of the relevant Basic Assets as of the relevant
redemption calculation-commencement date; and (3) all the payable but unpaid interest of the unpaid balance of the principal of
such unqualified Basic Assets for the period from the Benchmark Date to the relevant redemption calculation-commencement date,
and the payable but unpaid interest of the written-off principal for the period from the Benchmark Date to the relevant calculation-commencement
date.



 




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		3.1.5	All the collected amount arising from the unqualified
Basic Assets in the period from the date of finding of such unqualified Basic Assets (inclusive) to the redemption calculation-commencement
date must be taken as the Special Plan Assets and must be transferred to the Special Plan Account.



 


		3.2	Effect of Redemption of Assets



 


After the Seller redeems the unqualified
Basic Assets and pays the redemption price pursuant to Article 3.1 hereof, such unqualified Basic Assets will no longer be taken
as the Special Plan Assets, and the Seller will no longer bear any responsibility to the Purchaser for such unqualified Basic Assets.


 


Article 4     Preconditions


 


		4.1	Preconditions for the Seller’s Obligations



 


The satisfaction of the following conditions
on or before the Establishment Date of Special Plan is the prerequisite for the Seller to perform its obligations under this Agreement,
unless the Seller waives relevant conditions in writing:


 


		4.1.1	The Purchaser has executed and delivered this Agreement
and other relevant Special Plan documents.



 


		4.1.2	The Purchaser has received or obtained all the consent,
approval and authorization necessary for its performance of obligations stipulated in this Agreement and other relevant Special
Plan documents, including without limitation, the approval or opinion of no objection to this Special Plan made by China Securities
Regulatory Commission and the internal authorization documents signed by the Purchaser with respect to this Agreement (if involved).



 




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		4.1.3	The Seller has received the copies of the latest permit
for operating securities business, business license and the bylaws of the company from the Purchaser.



 


		4.2	Preconditions for the Purchaser’s Obligations



 


The satisfaction of the following conditions
on or before the Establishment Date of Special Plan (or the specified date below) is the prerequisite for the performance by the
Purchaser of its obligations stipulated in this Agreement (including, without limitation, paying the Seller the price of the Basic
Assets on the Establishment Date of Special Plan or the Revolving Purchase Date), unless the Purchaser waives relevant conditions
in writing:


 


		4.2.1	The Seller has executed and delivered this Agreement
and other relevant Special Plan documents to the Purchaser.



 


		4.2.2	The Seller has delivered the Basic Asset documents
to the Purchaser and presented the full list of Basic Assets (see Schedule I hereto) on or before the Establishment Date of Special
Plan and Revolving Purchase Date.



 


		4.2.3	The Purchaser has received the copies of the latest
business license and the bylaws of the company from the Seller.



 


		4.2.4	The Seller has received or obtained all approval,
consent and authorization necessary for performance of all its obligations under this Agreement, including without limitation,
the Seller’s internal authorization documents such as the copies of the resolution of its board of directors on execution
and performance of this Agreement by the Seller.



 


		4.2.5	The Special Plan is established by meeting the requirements
set forth in the Article 4 of the Standardized Terms and Conditions.



 


		4.2.6	By the date on which the Purchaser pays the purchase
price to the Seller, the Seller has not breached its representations or warranties made in this Agreement or in other Special
Plan documents.



 




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Article 5     Seller’s
Representations and Warranties


 


		5.1	Seller’s Representations and Warranties Concerning
Seller Itself



 


For the benefit of the Purchaser, the Seller
makes the following representations and warranties on itself to the Purchaser, and the following representations and warranties
are true and authentic in substantive respects as of the signing date of this Agreement, the Establishment Date of the Special
Plan, and the Revolving Purchase Date:


 


		5.1.1	Existence



 


The Seller is a limited liability
company lawfully incorporated and validly existing in accordance with the laws of China, and has the right and authorization to
own its assets and continue operation of existing business.


 


		5.1.2	Power, Authorization and Non-illegality



 


The Seller represents that
the execution, delivery and performance of this Agreement by it, and the execution, delivery and performance of any other agreements,
warranties and documents related to this Agreement to which the Seller is a party are within the scope of the operating power of
its company and all internal authorizations necessary therefor have been obtained; and in addition, (i) the above-mentioned actions
do not violate, conflict with or go counter to any laws of China, judgement, decision, order or governmental regulations applicable
to the Seller; (ii) the above-mentioned actions do not breach or render the Seller in breach of or conflict with its organizational
documents or business license; (iii) the above-mentioned actions do not breach, result in breach of, or conflict with any provisions
or stipulations made in any agreement or document executed by the Seller or the Seller shall observe; (iv) the above-mentioned
actions do not lead to any security interest on or other claim against the Seller’s assets or capital or therefore seriously
affect the Seller’s ability to perform this Agreement.


 


		5.1.3	Governmental examination and approval and permit



 


For the execution, delivery
and performance of this Agreement by the Seller, and the execution, delivery and performance by the Seller of the other agreements,
warranties and documents related to this Agreement to which the Seller is a party, the Seller has obtained all governmental approvals,
permits or registrations as required by the laws of China.


 




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		5.1.4	Enforceability and Defense



 


(i) This Agreement is executed
and delivered officially by the Seller, and is lawful, valid and binding upon the Seller; application may be made for enforcement
against the Seller in accordance with the provisions hereof, except that the enforcement will affect other general creditors’
interest when the Seller becomes bankrupt or insolvent, or is restructured, liquidated or settled. (ii) The transfer of the Basic
Assets by the Seller under this Agreement constitutes the legitimate and valid sale and transfer of the Basic Assets, and the Purchaser
may defend against any other creditors in accordance with this Agreement.


 


		5.1.5	Lawsuit against Seller



 


There is no judgement, order
or ruling against the Seller that may, individually or collectively, have substantial adverse effect upon the Seller’s capability
to perform this Agreement or the Basic Assets; there is no pending, potential or reasonably foreseeable litigation, arbitration,
administrative proceeding or other legal proceeding lodged to any court, arbitration commission or administrative authority that
may, individually or collectively, have substantial adverse effect upon the Seller’s ability to perform this Agreement or
the Basic Assets.


 


		5.1.6	Solvency



 


The Seller is solvent, and
in a reasonably foreseeable future period, the Seller will not become insolvent due to the transfer of the Basic Assets, or any
other transaction stipulated in this Agreement or other Special Plan documents; the Seller has not taken any action to, no adverse
action is taken against the Seller and no legal proceeding is initiated or is to be initiated to, dissolve the Seller or appoint
a manager, receiver, liquidator or other similar organizations for the whole or part of the Seller’s assets; the Seller is
solvent and is able to repay any of its liabilities, and the Seller will not delay the repayment of any liabilities involving no
disputes (including without limitation, lawsuit and arbitration).


 


		5.1.7	Financial Reports



 


The audited financial report
for the latest fiscal year presented by the Seller can precisely reflect the financial conditions of the Seller in the reported
term, and since the issue of such financial report, there is no major adverse change.


 




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		5.1.8	Taxation



 


The Seller shall timely pay
taxes and other lawful governmental charges to be borne by the Seller under this Agreement.


 


		5.1.9	Authenticity of Disclosed Information



 


All the financial statements,
documents, records, reports, agreements and other information presented by the Seller to the Purchaser under this Agreement are
true and authentic as of the signing date of this Agreement, and are free from any fraudulent, misguiding representation, major
mistake or omission. The relevant financial statements are made in accordance with the accounting principles generally adopted
in China.


 


		5.1.10	Illegal Actions



 


There are no illegal actions
by the Seller that may, individually or collectively, have substantial adverse effect upon its business operations, financial conditions
or its ability to perform the Special Plan documents.


 


		5.2	Seller’s Basic Assets



 


For the benefit of the Purchaser, the Seller
makes the following representations and warranties on the relevant Basic Assets to the Purchaser, and the following representations
and warranties are true and authentic in substantive respects as of the signing date of this Agreement, the Benchmark Date, the
Establishment Date of the Special Plan (applicable to the Basic Assets purchased on the Establishment Date of the Special Plan),
and the Revolving Purchase Date (applicable to the Basic Assets purchased on the very Revolving Purchase Date):


 


		5.2.1	Standards of Basic Assets



 


The Seller warrants that the
Basic Assets are in conformity with the qualifying standards on the relevant Benchmark Date, the Establishment Date of the Special
Plan, and Revolving Purchase Date.


 


		5.2.2	Preciseness of Basic Asset Information



 


The information about the Basic
Assets disclosed by the Seller to the Purchaser under this Agreement is authentic, precise and complete in any material respects.
The Seller does not know any change, development or event that may render any information provided in this Agreement or other Basic
Asset documents untrue or misguiding.


 




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		5.2.3	Legality



 


The Basic Assets transferred
by the Seller are lawful and valid, and do not conflict with the laws of China; the Seller’s right to claim the Basic Assets
is entire and lawful and may not be cancelled or declared invalid.


 


		5.2.4	Seller’s Right of Transfer



 


The Seller is the only party
who has the right to claim the creditor’s right under the leasing contracts, and has the lawful and enforceable right to
claim the related security interest. According to the laws of China, the Seller has the full right to transfer, sell and hand over
the Basic Assets; there is no restriction on the transaction of the Basic Assets; it is unnecessary to obtain the consent of the
Lessee or any other parties; the Basic Assets (or any part thereof) are not purchased by the Seller as a part of asset portfolio.


 


		5.2.5	No Pledge, Security or Encumbrance



 


(i) Before the transfer of
the Basic Assets, the Seller has never transferred the Basic Assets to any third party, and the Basic Assets (or any part of the
Basic Assets) are free from any encumbrance, pledge, mortgage, lien, offsetting or any other valid claim by any third party; there
is no dispute, litigation, arbitration or any other administrative or judicial enforcement measures against the Basic Assets; there
is no any third party who claims the Basic Assets; (ii) The Purchaser will acquire the full rights pertaining to the Basic Assets,
and after the transfer, the Basic Assets will be free from any encumbrance, pledge, mortgage, lien and offsetting (except legal
offsetting) or any other valid claim by any third party against the Basic Assets.


 


		5.2.6	Inheritance of Rights



 


After the transfer of the Basic
Assets, the Purchaser will become the only creditor against the debtor under the Basic Assets, and will own the lawful and enforceable
demand right against the relevant security interest after completing the necessary registration of change or transfer (if applicable);
and such right is sufficient to defend against all third parties except the Lessee and the guarantor; notifying the Lessee and
the guarantor with the transfer of the Basic Assets pursuant to Article 2.2 hereof is sufficient to defend against the Leasee and
the guarantor.


 




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		5.2.7	No Infringement Upon Creditor’s Interests



 


The transfer of the Basic Assets
by the Seller to the Purchaser under this Agreement does not infringe upon the interest of any creditor of the Seller.


 


		5.2.8	No Material Change



 


No major adverse change occurs
to the collectability of the relevant rent stipulated in the leasing contracts by the signing date of this Agreement.


 


		5.2.9	Enforceability



 


The Basic Asset Documents (including
without limitation, the leasing contracts and guaranty contracts) constitute the lawful and valid obligations binding upon the
Lessees and guarantors; if any Lessee or guarantor defaults, the Purchaser may apply for enforcement against the Lessee and guarantor
pursuant to the relevant clauses of the Basic Asset Documents.


 


		5.2.10	Default



 


Before the Establishment Date
of Special Plan or Revolving Purchase Date, there is no condition that is not in conformity with the qualifying standards of Basic
Assets, and there is no default by the Seller or other action that may be deemed as continued default by the Lessee under the leasing
contract.


 


		5.2.11	Defense by Lessee



 


All prerequisites for the performance
by the Lessee of its obligations under the leasing contract have been satisfied, and the valid right (if any) of the Lessee to
defend against the payment of rent to the Seller under the leasing contract will not have any material adverse effect upon Basic
Assets.


 


		5.2.12	Bankruptcy



 


As of the Establishment Date
of Special Plan and the Revolving Purchase Date, none of the Basic Assets that has become the subject matter of any case of bankruptcy,
restructuring, settlement or similar proceedings, and there is no Lessee in the leasing contract who has become the subject of
any case of bankruptcy, restructuring, settlement or similar proceedings.


 




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		5.2.13	Option



 


Except as stipulated in the
leasing contracts, the Seller has never granted or agreed to grant any option with respect to the whole or any part of the Basic
Assets or related rights or interests that may have material adverse effect upon the collectability of the Basic Assets (except
the option stipulated in the leasing contract the payment for which has been made in advance).


 


		5.2.14	In order to ensure that any documents related to the
Basic Assets are valid, enforceable or acceptable as evidence, it is unnecessary to obtain any other approval, permit, authorization,
registration, record or filing by government or to handle other formalities with government, except the obtained, or the existing
and valid approval, permit, authorization, registration, record, or filing by the government.



 


		5.2.15	Before the Establishment Date and the Revolving Purchase
Date, the Seller holds all documents that are related to the Basic Assets, or necessary for providing proper and valid services
for and execution of the Basic Assets.



 


		5.2.16	When or Before the Basic Assets are transferred to
the Purchaser, the Seller has no intentional action or gross negligence that is harmful to the lawful rights and interests of
the Purchaser to the Basic Assets.



 


Article 6     Purchaser’s
Representations and Warranties


 


		6.1	Purchaser’s Representations and Warranties Concerning
Purchaser Itself



 


The Purchaser makes the following representations
and warranties on itself to the Seller, and the following representations and warranties are true and authentic in substantive
respects as of the signing date of this Agreement, the Establishment Date of the Special Plan, and the Revolving Purchase Date:


 


		6.1.1	Existence



 


The Purchaser is a limited
liability company lawfully incorporated and validly existing in accordance with the laws of China, and has the right and authorization
to own its assets and continue operation of existing business.


 




    	 	18	 



     


    

 


		6.1.2	Power, Authorization and Non-illegality



 


The Purchaser represents that
the execution, delivery and performance of this Agreement by it, and the execution, delivery and performance of any other agreements,
warranties and documents related to this Agreement to which the Purchaser is a party are within the scope of the operating power
of its company and all internal authorizations necessary therefor have been obtained; and in addition, (i) the above-mentioned
actions do not violate, conflict with or go counter to any laws of China, judgement, decision, order or governmental regulations
applicable to the Purchaser; (ii) the above-mentioned actions do not breach or render the Purchaser in breach of or conflict with
its organizational documents or business license; (iii) the above-mentioned actions do not breach, result in breach of or conflict
with any provisions or stipulations made in any agreement or document executed by the Purchaser or the Purchaser shall observe;
(iv) the above-mentioned actions do not lead to any security interest on or other claim against the Purchaser’s assets or
capital or therefore seriously affect the Purchaser’s ability to perform this Agreement.


 


		6.1.3	Governmental examination and approval and permit



 


For the execution, delivery
and performance of this Agreement by the Purchaser, and the execution, delivery and performance by the Purchaser of the other agreements,
warranties and documents related to this Agreement to which the Purchaser is a party, the Purchaser has obtained all governmental
approval, permit or registration as required by the laws of China.


 


		6.1.4	Lawsuit against Purchaser



 


There is no judgement, order
or ruling against the Purchaser that may, individually or collectively, have substantial adverse effect upon the Purchaser’s
capability to perform this Agreement or the Basic Assets; there is no pending, potential or reasonably foreseeable litigation,
arbitration, administrative proceeding or other legal proceeding lodged to any court, arbitration commission or administrative
organ that may, individually or collectively, have substantial adverse effect upon the Purchaser’s ability to perform this
Agreement or the Basic Assets.


 




    	 	19	 



     


    

 


		6.1.5	Enforceability



 


This Agreement is executed
and delivered officially by the Purchaser, and is lawful, valid and binding upon the Purchaser; application may be made for enforcement
against the Purchaser in accordance with the provisions hereof.


 


		6.1.6	Illegal Actions



 


There are no illegal actions
by the Purchaser that may, individually or collectively, have substantial adverse effect upon its business operations or financial
conditions.


 


		6.2	Purchaser’s Representations and Warranties Concerning
the Special Plan



 


The Purchaser makes the following representations
and warranties with respect to the Special Plan to the Seller, and the following representations and warranties are true and authentic
in all material respects as of the signing date of this Agreement (except otherwise stipulated below) and the Establishment Date
of the Special Plan:


 


		6.2.1	Establishment and Right to Receive



 


The Purchaser has obtained
the qualification of doing securitization business. By the Establishment Date, the Purchaser has obtained the approval or no-objection
opinion of China Securities Regulatory Commission with respect to the establishment of the Special Plan, and the Purchaser has
agreed to act as the Plan Manager of the Special Plan.


 


		6.2.2	Independence



 


The Purchaser is to carry out
respective management of the Special Plan Assets including the Basic Assets, and the Purchaser warrants that the Special Plan Assets
are independent from the Purchaser’s existing assets and other assets managed by the Purchaser on entrustment.


 


		6.2.3	Disclosure of Information



 


The information and materials
that the Purchaser shall provide or disclose to the Seller with respect to the Special Plan are precise and authentic as of the
signing date of this Agreement.


 




    	 	20	 



     


    

 


		6.2.4	No-conflict



 


The Special Plan documents
executed by the Purchaser as the Plan Manager for the purpose of establishment and management of the Special Plan, (including,
without limitation, the provisions made in Trusteeship Agreement, the Standardized Terms and Conditions and the Subscription Agreement)
do not conflict with the provisions of this Agreement; if there is any conflict between the Special Plan documents and this Agreement,
the Purchaser agrees that the principles determined in this Agreement shall apply.


 


Article 7     The
Seller and the Purchaser's Undertakings


 


		7.1	Seller's Undertakings



 


During
the term of this Agreement, the Seller agrees and undertakes to:


 


		7.1.1	Good Standing of the Company  The Seller
shall perform the procedures and formalities as necessary to keep the Company legally existing under Chinese law, and continue
to maintain the business license, franchise or other privileges which are capable of affecting the Purchaser's interests under
this Agreement, the Basic Assets or the Seller's ability to perform its obligations under this Agreement.



 


		7.1.2	Legitimate Operation  The Seller shall comply
with all Chinese laws that are binding on, and any breach of which would have a material adverse effect to all of its business
operations, assets, and all contracts signed by it.



 


		7.1.3	Continuing Performance  The Seller shall
continue to perform as the Leaseor, in a full, complete and timely manner, the obligations under the Lease Contract, and may not
forgo or delay in exercising its rights under the Lease Contract to ensure that the Agreement is not subject to any rescission,
termination, or the Basic Assets hereunder will not be destroyed or subject to any material damage or unprotected by law.



 


		7.1.4	No Repetitive Transfer  The Seller shall
not transfer the Basic Asset to any third party in any form after the Seller transfers the Basic Asset to the Purchaser under
this Agreement.



 


		7.1.5	Remedies for Transaction Defects.  The Seller
shall use all lawful and reasonable means and methods to remedy any flaw or defect of the Basic Assets that may affect the transaction
contemplated hereunder in order to facilitate the smooth and lawful progressing of the transaction.



 




    	 	21	 



     


    

 


		7.1.6	Identification of Recoveries  If the Seller
and the Purchaser have the same claim against the same Leasee and such claim of the Seller is wholly or partially due before the
delivery of a Notice of Right Perfection, the Seller agrees that any payment made by the Lessee to the Seller shall be applied
toward discharging the rent and/or other payments under the Lease Contract between Renren Leasing and the Lessee in the order
of the expiry dates of the same, unless such payment can be identified clearly as to have been made in connection with a claim
held by the Seller or the Purchaser under the Lease Contract.



 


		7.1.7	Notice
to Purchaser  Starting from the Establishment Date of Special Plan or the Revolving Purchase Date, the Seller shall notify the
Purchaser in writing within 3 business days upon confirming or having the knowledge of the following: (i) breach by the Seller
or the Lessee of the statements, guarantees, or undertakings under the Lease Contract; (ii) material punishment imposed on the
Seller or the Lessee by competent regulatory authority; (iii) removal of any asset service agency; (iv) occurrence of any Right
Perfection Events; and (v) occurrence of any other event that has a material adverse effect on this Agreement and the Basic Assets.



 


		7.1.8	Supply of Basic Asset Related Documents for the
Benefit of the Purchaser.  Upon the reasonable request of the purchaser, the Seller shall immediately sign, seal and deliver
to the Purchaser the necessary documents required by the Purchaser to further prove that the Basic Asset has been transferred
to the Purchaser on the Establishment Date of Special Plan or the Revolving Purchase Date.



 


		7.1.9	No Changes to the Nature of Business and the Payment
Policy and Procedures  Seller undertakes, (i) not to alter the nature of its business to such extent as prejudice
the performance of the Lease Contract, unless it is so required by the law or the competent authority and the Purchaser has received
written notice thereof; (ii) not to change its payment policy, procedure or payment account for the rental under the Lease Contract
without the written consent of the Purchaser, unless it is so required by the law or the competent authority and the Purchaser
has received a written notice thereof.



 




    	 	22	 



     


    

 


		7.1.10	To further execute such documents and take such measures
as necessary to ensure that the Purchaser is entitled to ownership of the Basic Assets under the Special Plan and to ensure the
validity of the Service Agreement pursuant to reasonable advice of the Purchaser.



 


		7.1.11	The seller shall protect the rights or interests under
the Basic Asset and the relevant records in order to hold such rights or interests harmless from any third parties, whether or
not they are already in existence on the Establishment Date of Special Plan or the Revolving Purchase Date or created thereafter.



 


		7.1.12	Except for the transfer of the Basic Assets to the
Purchaser under this Agreement, the Seller shall not sell, pledge, mortgage, transfer or assign the Basic Assets to any other
entity, nor shall it take other actions harming the Purchaser's title to the Basic Asset and the documents relating thereto, nor
to create or allow to sustain any security over the Basic Assets and the relevant documents, nor to claim the title to the Basic
Assets and relevant documents.



 


		7.1.13	The Seller shall not exercise its rights under the
Lease Contract and the Security Contract in such manner as to have material adverse effect on the recyclability of the Basic Asset
(subject to any such exercise pursuant to the authorization given by the Purchaser under the Special Plan documents).



 


		7.1.14	Except for otherwise provided for under the Special
Plan Document, the Seller shall not modify, amend or vary the Lease and the Security Contract, nor shall it exempt he Lessee or
the Guarantor from any obligations or liabilities under the Lease Contract or the Security Contract to the extent that the same
has material adverse effects on the Basic Asset.



 




    	 	23	 



     


    

 


		7.1.15	The Seller shall not take any of the corporate actions,
other steps or legal proceedings for the purpose of the dissolution of itself or appointing any administrator, receiver, liquidator
or other similar officer for itself or its aggregated proceeds and property.



 


		7.1.16	The Seller shall not engage in any act that would
cause the Lessee to be entitled to setting off for the Basic Assets under this Agreement.



 


		7.1.17	Tax Compensation During the performance of
this Agreement, if the relevant provisions of the Chinese law are changed so that the Purchaser is required to pay the taxes and
fees in respect of its claim for the rental, the Seller or the successor of its rights and obligations shall compensate the Purchaser
for such taxes and fees paid by the Purchaser in connection therewith.



 


		7.1.18	Mergers
and Acquisitions Without the prior written consent of Purchaser, Seller shall not enter into any merger or acquisition where
it is mergered or acquired and therefor loses its capacity as independent legal entity, unless (i) the entity surviving such merger
or acquisition is a company duly incorporated and existing under Chinese law and has legitimate power and ability to continue
to perform all the duties and obligations of the Seller under the Special Plan documents; and
(ii) the surviving entity has been signed and delivered to the Purchaser the following documents satisfying the Purchaser's requirements
both in form and substance: (a) a Letter of Confirmation which expressly acknowledges that it assumes the full responsibilities
and obligations of the Seller under the Special Plan documents and (b) A legal opinion issued by an independent legal adviser
evidencing the compliance of the surviving entity with the foregoing requirements under subsection (i) and the assumption by such
entity of all the obligations of the seller under this Agreement.



 


		7.2	Purchaser's Undertakings



 


The Purchaser
agrees and undertakes that during the term of this Agreement:


 


		7.2.1	The Purchaser undertakes to pay to the Seller the
full purchase price of the Basic Asset in a lump sum in accordance with this Agreement at the Establishment Date of Special Plan
and the Revolving Purchase Date.



 




    	 	24	 



     


    

 


		7.2.2	If the Seller's transaction under this Agreement needs to be approved by the Chinese authority
in accordance with the Chinese law, the Purchaser will assist the Seller in preparing the application materials to be submitted
to the relevant Chinese authority and cooperate with the Seller to obtain the necessary government approval and shall provide all
the information necessary for the above purposes.



 


Article 8     Transaction
Expenses


 


		8.1	Assets Transfer Costs



 


Except
otherwise agreed by the parties, any taxes and expenses relating to the transfer and sale of the Basic Assets under this Agreement
shall be borne by the Special Plan Assets.


 


		8.2	Other Related Costs



 


Unless
otherwise expressly agreed in this Agreement, and notwithstanding the consummation of the transactions contemplated hereunder the
parties shall bear their respective costs and expenses incurred in connection with the negotiation, execution of this Agreement
and the performance of the obligations hereunder, including but not limited to, any agency fees.


 


Article 9     Liabilities
for Breach


 


		9.1	General Principles



 


Any party
who contravenes this Agreement shall be deemed to have defaulted and the Defaulting Party shall indemnify the other party for any
loss suffered as a result of its breach of contract.


 


		9.2	Seller's Liability for Breach



 


Subject
to the foregoing general principle regarding damages as a result of breach, the Seller shall indemnify the Purchaser for any loss
suffered as a result of the following, including but not limited to, the loss of the Basic Asset and the direct loss caused therefrom
by the Purchaser to a third party:


 




    	 	25	 



     


    

 


		9.2.1	the transfer of the Basic Asset not in accordance
with Article 5.2 of this Agreement and failure to redeem the Basic Asset in accordance with the provisions of Article 3.1 of this
Agreement;



 


		9.2.2	Any representations and warranties made by the Seller
(or any of its authorized officers) in this Agreement or other Special Plan documents and any information or reports provided
by Seller pursuant to this Agreement or other Special Plan documents are false, untrue or misleading, or have major omissions;



 


		9.2.3	Non-performance or incomplete performance by the Seller
of any undertakings or obligations agreed under this Agreement;



 


		9.2.4	Destruction, loss of , or unavailability of the legal
protection of the Basic Assets under this Agreement resulted from the failure of the Seller to perform any of its obligations,
exercise, or waive any rights under the Lease Contract;



 


		9.2.5	Disqualification of the Seller to conduct its [financing
lease] business.



 


Within
15 business days after receipt of the written notice issued by the Purchaser claiming for indemnification or compensation in accordance
with the preceding paragraph, the Seller shall pay the Purchaser the corresponding damages.


 


		9.3	Purchaser's Liability for Breach



 


Subject
to the foregoing general principle regarding liquidated damages, the Purchaser shall indemnify the Seller for any direct loss suffered
as a result of:


 


		9.3.1	The Purchaser's failure to pay the purchase price
of the Basic Asset in accordance with the terms and conditions of this Agreement;



 


		9.3.2	Falsehood or untruthfulness of any representations
and warranties made by the Purchaser (or any of its authorized officers) in this Agreement or other Special Plan documents and
any information or reports provided by Purchaser pursuant to this Agreement or other Special Plan documents, in each case as at
the time when the same is made or provided;



 


		9.3.3	Non-performance or incomplete performance by the Purchaser
of the undertakings or obligations agreed under this Agreement.



 




    	 	26	 



     


    

 


Within
15 business days after receipt of the written notice issued by the Purchaser claiming for indemnification or compensation in accordance
with the preceding paragraph, the Purchaser shall pay the Purchaser
the corresponding damages. 


 


Article 10     Force
Majeure


 


		10.1	Force Majeure Event



 


"Force
majeure" means an event which is beyond the reasonable control of, unforeseeable or unavoidable to (even if foreseen by) the
parties to this Agreement, which impedes, affects or delays the performance by any of the parties of any or all of its obligations
under this Agreement. Such events include but are not limited to earthquakes, typhoons, floods, fires, plagues, wars, coups, acts
of terrorism, riots, strikes and the promulgation of new laws or national policies or amendments to the original laws or national
policies.


 


		10.2	Notice of Force Majeure



 


In
the event of a force majeure event, the party suffering from the event shall use best effort to minimize any consequential
losses, notify the other party as practicable as possible, and provide
certificate describing details of the event as well as the reasons for its inability to perform, partially perform or its delay
in the performance of this Agreement. The parties hereto shall, based on consensus, decide whether to postpone the performance
of or terminate this Agreement and conclude a written contract. 


 


		10.3	Not Deemed as Default



 


In the
case of a Force Majeure Event, a party that is unable to perform or delays the performance of its obligations under this Agreement
shall not be held liable therefor, unless such inability or delay in performance occurs prior to the Force Majeure Event. After
the removal of the force majeure event, the party prevented from performance by such force majeure shall notify the other party
of the same as soon as possible, and the other party shall give its confirmation of the notice upon the receipt.


 




    	 	27	 



     


    

 


Article 11     Confidentiality


 


The parties
to this Agreement agree that the information provided by either of the parties or their representatives to the other party in respect
of all the important aspects of the transaction hereunder and / or the information contained herein (including information on the
pricing, but not including information documented to have been received, disclosed or made publicly known by a duly authorized
third party) and agrees not to disclose such information to any other party without the written consent of the other party (not
including the employees, officers and directors of the Disclosing Party who need to know such information in respect of the transactions
contemplated hereunder), except any such disclosure may be made (i) to the investors for the purpose of carrying out the transactions
contemplated hereunder (not including the name of the Lessee, which shall not be disclosed pursuant to the term of the confidentiality
under the Lease); (ii) to lawyers, accountants, advisers, consultants, custodian banks, rating agencies, Special Plan promotion
agencies and asset service institutions that need to be informed of the above information in connection with the execution of the
transaction contemplated hereunder and are subject to confidentiality agreements; (iii)
to the relevant government departments or regulatory authorities of China, as required by applicable Chinese law; and (iv)
if it is required by the applicable laws; Provided that, prior to such disclosure, the Disclosing Party shall notify the other
party of its intention to disclose and the contents to be disclosed. Neither party may disclose or make a public announcement in
respect of the transaction contemplated hereunder to the news media without any prior written consent of the other party.


 


Article 12     Governing
Law and Dispute Resolution


 


		12.1	Governing Law



 


The PRC
law shall apply to matters such as the conclusion, entry into force, performance, interpretation, modification and termination
of this Agreement.


 




    	 	28	 



     


    

 


		12.2	Dispute Resolution



 


		12.2.1	Any dispute arising out of or relating to this Agreement
shall be settled by mutual agreement. If the parties fail to reach an agreement within 30 calendar days as from the occurrence
of such dispute, either party may bring a lawsuit in the people's court with jurisdiction sitting in the domicile of the Plan
Manager.



 


		12.2.2	Saving any matters at issue, the parties shall, in
accordance with the terms of this Agreement, continue to fulfill their obligations in good faith.



 


Article 13     Miscellaneous


 


		13.1	Notification



 


		13.1.1	Unless otherwise provided herein with respect to any
order or notice given by telephone, all notices, requests, directives and other communications required or permitted to be made
under this Agreement shall be made in writing and shall be signed by or on behalf of the party giving such notice.



 


		13.1.2	The effective date of notice is to be determined pursuant
to the following, whichever is notified in a number of ways, whichever arrives first:



 


		(1)	by hand: the date as set out in the receipt issued by the addressee to the notifying party;



 


		(2)	by registered mail: 5 business
days after the date set out in the return receipt of the domestic registered mail as held by the notifying party;



 


		(3)	by express mail: 3 business days after the date set out in the proof of posting as held by the
notifying party;



 


		(4)	by facsimile: the first business day after receipt of confirmation of successful transmission.



 




    	 	29	 



     


    

 


		13.1.3	The addresses and / or fax numbers of the parties
for the purposes of the notification referred to in paragraph 13.1.1 are as follows:



 


	 	Shanghai Renren Finance Leasing Co., Ltd.
	 	 
	 	Address: 4/F North building, SDIC Creative Industry Park, Jiuxianqiao Road Central, Chaoyang District, Beijing
	 	 
	Seller / Originator:	Zip code: 100015
	 
	Tel: 010-84481818
	 	 
	 	Fax: Kong Haibiao, Zhang Qing
	 	 
	 	Contact: 010-64362600


 


	Purchaser/Plan Manager:	
        Xinyuan
        Assets Management Co., Ltd

         

        Address:
        31/F, Aurora International Building, 99 Fucheng Road, Pudong New Area, Shanghai

         

        Zip
        code: 200120

         

        Tel:
        021-20892128

         

        Fax:
        010-20892116

         

        Contact:
        Jian Zhichao

	 	 
	Rating Agency:	
        Joint
        Credit Rating Limited

         

        Address: 12/F
        PICC Building, No.2 Jianwai Street, Chaoyang District, Beijing (to be confirmed)

         

        ZIP
        Code: 100022 

         

        Tel:
        010-85172818 

         

        Fax:
        010-85171273

         

        Contact:
        Shao Tian



 


		13.1.4	Any change to the address or contact information in
respect of either party shall be notified in writing to the other parties within 15 days from the date of the change. If the party
whose communication address or contact information changes ("Party of Change") fails to notify the other parties of
the change in time, unless the law otherwise provides, the Party of Change shall be liable for the impact and loss resulting therefrom.



 




    	 	30	 



     


    

 


		13.2	Severability



 


The parts
of this Agreement shall be severable. If any of the terms, undertakings, conditions or agreements of this Agreement become illegal,
invalid or unenforceable for whatever reason, such illegality, invalidity or unenforceability shall not affect the other parts,
and all the other parts of this Agreement shall remain valid and enforceable and shall have full effect as if any unlawful, invalid
or unenforceable provisions had never been contained herein.


 


		13.3	Limited Recourse and Prohibition of Litigation



 


The parties
to this Agreement acknowledge that, except in the event of any lawsuit or arbitration filed against the Plan Manager for its own
negligence, fraud, willful misconduct or breach of obligations under the Special Plan documents, the right of recourse to the Special
Plan or the Plan Manager shall be limited to the assets and their earnings under the Special Plan. The parties to this agreement
further agree, and the Plan Manager on behalf of the holders of the asset backed securities further agrees and undertakes, within
the duration of the Special Plan (from the Establishment Date of Special Plan to the termination date of the Special Plan) and
2 years after the termination of the Special Plan, no party will file any lawsuit or arbitration for the purpose of terminating
this Agreement; for the avoidance of doubt, this Article does not intend to limit the right of either party to institute any legal
proceeding or arbitration against any other party in respect of the loss suffered by such party for fraud, breach of contract,
willful misconduct or negligence by such other party.


 


		13.4	Amendment



 


Any amendment
to this Agreement shall enter into force only if it is made in writing and signed by each of the parties. Amendments shall include
any modifications, additions, deletions, or replacements. Any amendment to this Agreement constitutes an integral part of this
Agreement.


 


		13.5	Waiver



 


The rights
of the parties under this Agreement shall not be waived or altered unless expressly abstained or varied in writing. No failure
or delay of any party to exercise any right hereunder shall be deemed to be a waiver and variation of that right or any other right.
Any defect with any right when it is exercised or any partial exercise of any right does not preclude subsequent or further exercise
of that right and any other right. The conduct, enforcement or negotiation of either party in respect of any right shall not in
any way prevent the party from exercising any such right nor shall it constitutes any interruption or alteration of such rights.


 




    	 	31	 



     


    

 


		13.6	Headings



 


The headings
in this Agreement and the schedules are for convenience only and do not affect the meaning and interpretation of any provisions
of this Agreement.


 


		13.7	Entire Agreement



 


This Agreement
shall supersede any and all (written or oral) previous discussions and agreements regarding the trading of the Basic Asset between
the Seller and the Purchaser and this Agreement contains the sole, final and complete expression and understanding between the
Seller and the Purchaser in respect of the Transactions contemplated under this Agreement. No change or amendment to this Agreement
shall be made unless a written document in respect thereof is signed by the Seller and the Purchaser.


 


		13.8	Counterparts



 


This Agreement
is made in sextuplicate and all of them is original with the Seller holding [two] copies, the Purchaser holding [two] copies, the
rest is for handling relevant procedures, and each shall be equally effective and enforceable.


 


		13.9	Effectiveness and Termination



 


This Agreement
shall enter into force as from the date of signature / seal of the legal representative or authorized representative of the parties
with their respective corporate seal being attached hereto, and shall be terminated on the date when the distribution of the assets
under the Special Plan has been completed (or the date on which the Purchaser declares the establishment of the Special Plan pursuant
to the Special Plan Documents). The terms regarding breach, dispute resolution and the confidentiality in this Agreement shall
survive any termination hereof.


 


(No text below)


 




    	 	32	 



     


    

 


Asset Sale
and Purchase Agreement for Shanghai Renren Finance Leasing Asset-Backed Special Plan


 


Seller: Shanghai Renren Finance Leasing
Co., Ltd. (Seal)


 


/s/ Chen Ji


 


Legal representative or authorized representative
(signature / seal)


 


/seal/ Shanghai Renren Finance Leasing
Co., Ltd.


 


Purchaser: Xinyuan Asset Management Co.,
Ltd.


 


/s/ Xingnong Shu


 


Legal representative or authorized representative
(signature / seal)


 


/seal/ Xinyuan
Asset Management Co., Ltd.


 




    	 	33