Exhibit 4.5


 


AMENDMENT TO AMENDED AND RESTATED SHAREHOLDERS
AGREEMENT


 


THIS AMENDMENT TO AMENDED
AND RESTATED SHAREHOLDERS AGREEMENT (this “AMENDMENT”) is entered into on November 1, 2021 by and among


 


		1.	Belite Bio, Inc, an exempted company incorporated
                                            under the laws of the Cayman Islands with limited liability (the “Company”),



 


		2.	each of the Persons named on Schedule A-1
                                            attached hereto (collectively, the “Principals”, and each an “Principal”);



 


		3.	each of the Persons listed in Schedule A-2
                                            attached hereto (collectively, the “Investors”, and each an “Investor”).



 


Each of the parties to this
Amendment is referred to herein individually as a “Party” and collectively as the “Parties”.


 


RECITALS


 


		A	The Parties and certain other parties thereto
                                            entered into that certain Amended and Restated Shareholders Agreement on December 23, 2020
                                            (the “Shareholders Agreement”).



 


		B	The Parties hereto constitute the required parties
                                            set forth in Section 15.11 of the Shareholders Agreement and desire to amend the Shareholders
                                            Agreement as set forth in this Amendment.



 


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 intending to be legally bound hereto hereby agree as follows:


 


1.             Definitions.
Capitalized terms used and not otherwise defined herein shall have the meaning ascribed to them in the Shareholders Agreement.


 


2.             Amendments.


 


2.1          Section
12.1(i) of the Shareholders Agreement shall be deleted and replaced in its entirety by the following to read:


 


12.1 Board of Directors.


 


(i)                
The Company shall have, and the Parties hereto agree to cause the Company to have, a Board consisting of four (4) authorized directors.
The holders of a majority of the voting power of the issued and outstanding Ordinary Shares shall have right to designate, appoint, remove,
replace and reappoint four (4) directors on the Board (the “Ordinary Directors”).


 


2.2          Section
12.2(i) of the Shareholders Agreement shall be deleted and replaced in its entirety by the following to read:


 






    Belite Bio, Inc Amendment to Amended and 
 Restated Shareholders Agreement


     


    

 





12.2       Voting
Agreements


 


(i)                
With respect to each election of directors of the Board, each holder of voting securities of the Company shall vote at each meeting
of shareholders of the Company, or in lieu of any such meeting shall give such holder’s written consent with respect to, as the
case may be, all of such holder’s voting securities of the Company as may be necessary (i) to keep the authorized size of the Board
at four (4) directors, (ii) to cause the election or re-election as members of the Board, and during such period to continue in office,
each of the individuals designated pursuant to Section 12.1, and (iii) against any nominees not designated pursuant to Section 12.1.


 


2.3             
Section 15.1 of the Shareholders Agreement shall be deleted and replaced in its entirety by the following to read:


 


15.1 Termination.
This Agreement shall terminate upon mutual consent of the Parties hereto. The provisions of Sections 7, 8, 9, 10, 11, 12, 13, and 14
shall terminate on the earliest of the consummation of the Qualified IPO or a Deemed Liquidation Event. If this Agreement terminates,
the Parties shall be released from their obligations under this Agreement, except in respect of any obligation stated, explicitly or
otherwise, to continue to exist after the termination of this Agreement (including without limitation those under Sections 2 through
6, 14.3 and Section 15). This Agreement shall terminate with respect to any shareholder of the Company when such shareholder no longer
holds any Shares. If any Party breaches this Agreement before the termination of this Agreement, it shall not be released from its obligations
arising from such breach on termination.


 


3.             
Miscellaneous.


 


3.1             
General; Effective Date. Except as amended hereby, the Shareholders Agreement has not been modified, and as amended hereby,
is in full force and effect. The Shareholders Agreement, as amended by this Amendment, represents the final, entire and complete agreement
among the Parties with respect to the subject matter of the Shareholders Agreement and this Amendment and supersedes all other prior
or contemporaneous agreements, communications or representations, whether oral or written, express or implied. This Amendment constitutes
a part of the Shareholders Agreement and all references in the Shareholders Agreement to the Shareholders Agreement (e.g., “this
Agreement,” “herein,” etc.) shall constitute references to the Shareholders Agreement as amended by this Amendment.


 


3.2             
Governing Law. This Amendment and all actions arising out of or in connection with this Amendment shall be governed by and
construed in accordance with the Laws of Hong Kong, without regard to the conflicts of law provisions of any jurisdiction.


 


3.3             
Counterparts. This Amendment 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. Counterparts may be delivered via facsimile, electronic mail (including
pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method
and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 






    Belite Bio, Inc Amendment to Amended and 
 Restated Shareholders Agreement


     


    

 





[The remainder of this page has been intentionally
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    Belite Bio, Inc Amendment to Amended and 
 Restated Shareholders Agreement


     


    

 





       IN
WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Amendment on the date
and year first above written.


 


COMPANY:


 


	 	Belite Bio, Inc
	 	 
	 	By:	/s/ Tom Lin
	 	Name:	Tom Lin (Yu-Hsin Lin)
	 	Title:	Director




 


[Signature Page to Belite
Bio, Inc Amendment to Amended and Restated Shareholders Agreement]


 






    


     


    

 





       IN
WITNESS WHEREOF, the parties hereto have caused their respective duly authorized representatives to execute this Amendment on the date
and year first above written.


 


Principal & Investor:


 


	 	Lin Bioscience International Ltd.
	 	 
	 	By:	/s/ Tom Lin
	 	 	Name:	Tom Lin (Yu-Hsin Lin)
	 	 	Title:	Director


 


[Signature Page to Belite
Bio, Inc Amendment to Amended and Restated Shareholders Agreement]


 






    


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused their respective duly authorized representatives to execute this Amendment on the date and year first above written.


 


Investor:


 


	 	Cheng-Chao Sung (ID: ########)
	 	 
	 	/s/ Cheng-Chao Sung




 


[Signature Page to Belite
Bio, Inc Amendment to Amended and Restated Shareholders Agreement]


 










    


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused their respective duly authorized representatives to execute this Amendment on the date and year first above written.


 


Investor:


 


	 	Yun-Ju Huang (ID: ######## )
	 	 
	 	/s/ Yun-Ju Huang


 


[Signature Page to Belite
Bio, Inc Amendment to Amended and Restated Shareholders Agreement]


 







    


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused their respective duly authorized representatives to execute this Amendment on the date and year first above written.


 


Investor:


 


	 	Cheng-Han Huang (ID: ########)
	 	 
	 	/s/ Cheng-Han Huang


 


[Signature
Page to Belite Bio, Inc Amendment to Amended and Restated Shareholders Agreement] 


 









    


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused their respective duly authorized representatives to execute this Amendment on the date and year first above written.


 


Investor:


 


	 	H&D (SINGAPORE) INVESTMENT HOLDING PTE. LTD. (ID: ########
    )
	 	 
	 	By:	/s/ Chu Ping Yu
	 	Name:	Chu Ping Yu
	 	Title:	Director


 


[Signature Page to Belite
Bio, Inc Amendment to Amended and Restated Shareholders Agreement]


 







    


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused their respective duly authorized representatives to execute this Amendment on the date and year first above written.


 


Investor:


 


	 	Grand Fortune Venture Capital Corporation (ID: ########)
	 	 
	 	(Company Seal)
	 	 
	 	By:	/s/ Huang Hsien Hua
	 	Name:	 
	 	Title:	 



 


[Signature Page to Belite
Bio, Inc Amendment to Amended and Restated Shareholders Agreement]


 







    


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused their respective duly authorized representatives to execute this Amendment on the date and year first above written.


 


Investor:


 





	 	Foryou Venture Capital Limited Partnership (ID: ########)
	 	 
	 	(Company Seal)
	 	 
	 	By:	/s/ Huang Hsien Hua
	 	Name:	 
	 	Title:	 



 


[Signature Page to Belite
Bio, Inc Amendment to Amended and Restated Shareholders Agreement]


 







    


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused their respective duly authorized representatives to execute this Amendment on the date and year first above written.


 


Investor:


 


	 	YUN HSIEN ENTERPRISE CO., LTD (ID: ########)
	 	 
	 	(Company Seal)
	 	 
	 	By:	(seal) Yu-Hsien Wu
	 	Name:	Yu-Hsien Wu
	 	Title:	 



 


[Signature Page to Belite
Bio, Inc Amendment to Amended and Restated Shareholders Agreement]


 










    


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused their respective duly


 


IN WITNESS WHEREOF, the parties
hereto have caused their respective duly authorized representatives to execute this Amendment on the date and year first above written.


 


Investor:


 


	 	Foryou Capital Corporation (ID: ########)
	 	 
	 	(Company Seal)
	 	 
	 	By:	/s/ Huang Hsien Hua
	 	Name:	 
	 	Title:	 



 


[Signature Page to Belite
Bio, Inc Amendment to Amended and Restated Shareholders Agreement]


 










    


     


    

 


IN WITNESS WHEREOF, the parties
hereto have caused their respective duly authorized representatives to execute this Amendment on the date and year first above written.


 


Investor:


 


	 	Ching-Yu Peng (ID: ########)
	 	 
	 	/s/ Ching-Yu Peng


 


[Signature Page to Belite
Bio, Inc Amendment to Amended and Restated Shareholders Agreement]


 







    


     


    

 





SCHEDULE A-1


 


List of PRINCIPALS


 









    Belite Bio, Inc Amendment to Amended and 
 Restated Shareholders Agreement


     


    

 


SCHEDULE A-2


 


LIST OF INVESTORS


 






    Belite Bio, Inc Amendment to Amended and 
 Restated Shareholders Agreement