EX-10.15



 Exhibit 10.15 

STRICTLY CONFIDENTIAL 
  

 
  

SHARE PURCHASE AGREEMENT 
  

 
 among 

PARADIGM MALLS GROUP LIMITED 

and 
 SHANGHAI CANGO INVESTMENT
MANAGEMENT CONSULTING SERVICE CO., LTD. 
 and 

CANGO GROUP LIMITED 
  

 
 Dated as of
April 24, 2018 
  
  

 







 STRICTLY CONFIDENTIAL 

TABLE OF CONTENTS 
  

							
	 	  	 	  	Page	 
	 ARTICLE 1
	  	DEFINITIONS	  	 	2	 
			
	 SECTION 1.1
	  	CERTAIN DEFINED TERMS	  	 	2	 
	 SECTION 1.2
	  	INTERPRETATION AND RULES OF CONSTRUCTION	  	 	4	 
			
	 ARTICLE 2
	  	CANGO SHARE PURCHASE AGREEMENT	  	 	5	 
			
	 SECTION 2.1
	  	TERMINATION OF THE CANGO SHARE PURCHASE AGREEMENT	  	 	5	 
			
	 ARTICLE 3
	  	PURCHASE AND SALE	  	 	5	 
			
	 SECTION 3.1
	  	PURCHASE AND SALE OF THE SALE SHARE	  	 	5	 
	 SECTION 3.2
	  	PURCHASE PRICE	  	 	5	 
	 SECTION 3.3
	  	SOURCES OF FUNDING FOR PURCHASE PRICE	  	 	5	 
	 SECTION 3.4
	  	CLOSING	  			
	 SECTION 3.5
	  	CLOSING DELIVERABLES BY THE SELLER	  	 	5	 
	 SECTION 3.6
	  	CLOSING DELIVERABLES BY THE BUYER	  	 	6	 
	 SECTION 3.7
	  	TAX GROSS-UP AND INDEMNITIES	  	 	6	 
			
	 ARTICLE 4
	  	REPRESENTATIONS AND WARRANTIES OF THE SELLER	  	 	6	 
			
	 SECTION 4.1
	  	AUTHORITY AND QUALIFICATION OF THE SELLER; DUE EXECUTION	  	 	6	 
	 SECTION 4.2
	  	ORGANIZATION AND QUALIFICATION OF THE COMPANY	  	 	7	 
	 SECTION 4.3
	  	CAPITALIZATION AND SALE SHARE	  	 	7	 
	 SECTION 4.4
	  	NO CONFLICT	  	 	7	 
	 SECTION 4.5
	  	GOVERNMENTAL APPROVALS	  	 	7	 
	 SECTION 4.6
	  	LIABILITIES	  	 	7	 
	 SECTION 4.7
	  	NO ADDITIONAL REPRESENTATIONS AND WARRANTIES	  	 	7	 
			
	 ARTICLE 5
	  	REPRESENTATIONS AND WARRANTIES OF THE BUYER	  	 	8	 
			
	 SECTION 5.1
	  	ORGANIZATION AND AUTHORITY OF THE BUYER; DUE EXECUTION	  	 	8	 
	 SECTION 5.2
	  	NO CONFLICT	  	 	8	 
	 SECTION 5.3
	  	GOVERNMENTAL APPROVALS	  	 	8	 
	 SECTION 5.4
	  	ANTI-MONEY LAUNDERING AND NO SANCTIONS	  	 	8	 
	 SECTION 5.5
	  	NO ADDITIONAL REPRESENTATIONS AND WARRANTIES	  	 	8	 
			
	 ARTICLE 6
	  	ADDITIONAL AGREEMENTS	  	 	8	 
			
	 SECTION 6.1
	  	NON-VIOLATION	  	 	8	 
	 SECTION 6.2
	  	POST-CLOSING ACTIONS	  	 	8	 
	 SECTION 6.3
	  	POST-CLOSING LIABILITIES	  	 	8	 
			
	 ARTICLE 7
	  	CONDITIONS TO CLOSING	  	 	9	 
			
	 SECTION 7.1
	  	CONDITIONS TO OBLIGATIONS OF THE BUYER	  	 	9	 
	 SECTION 7.2
	  	CONDITIONS TO OBLIGATIONS OF THE SELLER	  	 	9	 
			
	 ARTICLE 8
	  	INDEMNIFICATION	  	 	9	 
			
	 SECTION 8.1
	  	INDEMNIFICATION	  	 	9	 
			
	 ARTICLE 9
	  	GENERAL PROVISIONS	  	 	10	 
			
	 SECTION 9.1
	  	EXPENSES	  	 	10	 
	 SECTION 9.2
	  	NOTICES	  	 	10	 
	 SECTION 9.3
	  	PUBLIC ANNOUNCEMENTS	  	 	10	 
	 SECTION 9.4
	  	CONFIDENTIALITY	  	 	11	 
	 SECTION 9.5
	  	SEVERABILITY	  	 	11	 
	 SECTION 9.6
	  	ENTIRE AGREEMENT	  	 	11	 
	 SECTION 9.7
	  	ASSIGNMENT	  	 	11	 









							
	 SECTION 9.8
	  	 AMENDMENT
	  	 	11	 
	 SECTION 9.9
	  	 WAIVER
	  	 	11	 
	 SECTION 9.10
	  	NO THIRD PARTY BENEFICIARIES	  	 	11	 
	 SECTION 9.11
	  	SPECIFIC PERFORMANCE	  	 	11	 
	 SECTION 9.12
	  	NO PRESUMPTION	  	 	12	 
	 SECTION 9.13
	  	GOVERNING LAW	  	 	12	 
	 SECTION 9.14
	  	DISPUTE RESOLUTION	  	 	12	 
	 SECTION 9.15
	  	COUNTERPARTS	  	 	12	 








 THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is entered into as of
April 24, 2018, by and among: 
  

	(1)	PARADIGM MALLS GROUP LIMITED, a limited liability company incorporated and existing under the laws of the British Virgin Islands (the “Seller”); 


 

	(2)	SHANGHAI CANGO INVESTMENT MANAGEMENT CONSULTING SERVICE CO., LTD. 


	 	(



), a limited liability company incorporated and existing under the laws of the People’s Republic of China (the “Cango”), and 


 

	(3)	CANGO GROUP LIMITED, a limited liability company incorporated and existing under the laws of Hong Kong (the “Buyer”). 


Each of the Seller, Cango and the Buyer is referred to herein individually as a “Party” and collectively as the
“Parties.” 
 WHEREAS, the Seller entered into a certain share purchase agreement with Cartech Limited on
August 21, 2017, pursuant to which the Seller acquired all the issued share capital of Express Group Development Limited (



), a company incorporated in Hong Kong with company number 2397162 (the “Company”), for a consideration set forth thereunder (such transaction, the “Acquisition of the Company” and such
consideration, the “Consideration for the Company”). 
 WHEREAS, the Seller entered into a certain share purchase
agreement with Cango on September 19, 2017 (the “Cango Share Purchase Agreement”), pursuant to which Cango and/or its nominee(s) shall purchase from the Seller and the Seller shall sell to Cango and/or its nominee(s) all the
issued share capital of the Company, on the terms and subject to the conditions including the conditions precedent to the closing set forth in the Cango Share Purchase Agreement. 

WHEREAS, the Company entered into with, inter alia Autohome Financing Hong Kong Limited 

(



, “Autohome”) and Cango, on September 19, 2017 and immediately after the execution of the Cango Share purchase Agreement„ a certain equity transfer agreement (the “Equity Transfer
Agreement”), pursuant to which the Company shall purchase from Autohome and Autohome shall sell to the Company the 25% equity interest in Shanghai Youcheyoujia Financial Leasing Co., Ltd. (



, “YCYJ”), representing RMB75,000,000 of the registered capital of YCYJ, on the terms and subject to the conditions set forth in the Equity Transfer Agreement (the “YCYJ Transaction”).

 WHEREAS, due to a change in circumstances, each of the Seller and Cango acknowledges and agrees that certain terms and conditions
set forth in the Cango Share Purchase Agreement shall not apply any longer. 
 WHEREAS, the Parties intend to enter into this
Agreement, pursuant to which (i) the Cango Share Purchase Agreement shall be terminated, superseded and replaced in its entirety, and (ii) the Seller shall sell to the Buyer and the Buyer shall purchase from the Seller all the issued share
capital of the Company, both upon the terms and subject to the conditions set forth herein. 
 NOW, THEREFORE, in consideration of
the promises and the mutual agreements and covenants hereinafter set forth, and intending to be legally bound, the Parties hereby agree as follows: 

  
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 ARTICLE 1 DEFINITIONS 

Section 1.1 Certain Defined Terms. For purposes of this Agreement: 

“Action” means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation,
proceeding, litigation, citation, summons, subpoena or police, legal, governmental or regulatory investigations of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or in equity. 

“Acquisition of the Company” has the meaning provided in the preamble. 

“Affiliate” means, with respect to a given Person, (i) in the case where such given Person is not a natural person, any
other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such given Person, or (ii) in the case where such given Person is a natural person, (A) a relative
of such given Person, or (B) any other Person that is controlled by such given Person and his relatives, whether individually or collectively. “Control” (including the terms “controlled by” and “under
common control with”), with respect to the relationship between or among two or more Persons, means the power to direct the affairs or management of a Person, whether through the ownership of majority of the outstanding voting securities or
the appointment of director, as trustee, personal representative or executor, by contract, credit arrangement or otherwise. 

“Applicable Law” means all applicable statutes, regulations, enactments, acts of legislature or parliament, laws, ordinances,
rules, by-laws, listing rules, notifications, guidelines or policies issued by any Governmental Authority, and all administrative interpretation, judgment, arbitral award, decree, orders or Governmental
Approvals as may be in force from time to time. 
 “Autohome” has the meaning provided in the preamble. 

“Business Day” means any day that is not a Saturday, a Sunday or other day on which banks located in any of Hong Kong, the
PRC and/or the British Virgin Islands are required or authorized by Applicable Law to be closed. 
 “Buyer” has the meaning
provided in the preamble. 
 “Closing” has the meaning provided under Section 3.4. 

“Closing Date” has the meaning provided under Section 3.4. 

“Company” has the meaning provided in the preamble. 

“Consideration for the Company” has the meaning provided in the preamble. 

“Encumbrance” means (1) any mortgage, charge (whether fixed or floating), pledge, lien (including tax lien),
hypothecation, assignment, deed of trust, title retention, security interest or other encumbrance of any kind securing, or conferring any priority of payment in respect of any obligation of any person or entity, including without limitation any
right granted by a transaction which, in legal terms, is not the granting of security but which has an economic or financial effect similar to the granting of security under Applicable Law, (ii) any proxy, power of attorney, voting trust
agreement, trust interest, option, right of first offer, negotiation or refusal or transfer restriction in favor of any person; (iii) any adverse claim or third party rights or interests as to title, votes, dividends, ownership, possession or
use and (iv) other encumbrance or security interest of any kind, or another type of preferential arrangement (including, without limitation, a title transfer or retention arrangement) having similar effect and any agreement or obligation to
create or grant any of the aforesaid. 

  
 2 








 “Equity Transfer Agreement” has the meaning provided in the preamble. 

“Governmental Authority” means any federal national, supranational, state, provincial, local, or similar government,
governmental, tax, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body, exercising powers conferred by Applicable Law to which any Party hereto and the Company (as applicable) are
subject. 
 “Governmental Approvals” means any permit, license, approval, consent, authorization issued or granted by, or
registration or filing with, or notification to any Governmental Authority with respect to the sale and purchase of the Sale Share and all other matters contemplated under this Agreement. 

“HK$” means the lawful currency of Hong Kong. 

“Hong Kong” means the Hong Kong Special Administrative Region of the PRC. 

“Indemnified Persons” has the meaning provided under Section 8.1. 

“Indemnifying Party” has the meaning provided under Section 8.1. 

“Loss” has the meaning provided under Section 8.1. 

“Party” or “Parties” has the meaning provided in the preamble. 

“Person” means any individual, partnership, firm, company, association, trust, unincorporated organization or other entity.

 “PRC” means the People’s Republic of China; for the purpose of this Agreement, excluding the Hong Kong, the Macao
Special Administrative Region of the PRC and Taiwan. 
 “Purchase Price” has the meaning provided under Section 2.2.

 “RMB” means Renminbi, the lawful currency of the PRC. 

“Sale Share” means 1 Share, representing all the issued share capital of the Company as at the date hereof. 

“Sanctioned Country” means, at any time, a country, region or territory which is, or whose government is, the subject or
target of any Sanctions broadly restricting or prohibiting dealings with such country, region, territory or government. 

“Sanctioned Person” means, at any time, any Person with whom dealings are restricted or prohibited under Sanctions, including
(a) any Person listed in any Sanctions-related list of designated or identified Persons maintained by the United States (including by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or
the U.S. Department of Commerce), the United Nations Security Council, the European Union or any of its member states, Her Majesty’s Treasury, Switzerland or any other relevant authority, (b) any Person located, organized or resident in,
or any Governmental Authority or governmental instrumentality of, a Sanctioned Country, or (c) any Person directly or indirectly owned by, controlled by, or acting for the benefit or on behalf of, any Person described in clauses (a) or (b)
hereof. 

  
 3 








 “Sanctions” means economic or financial sanctions or trade embargoes or
restrictive measures enacted, imposed, administered or enforced from time to time by (a) the U.S. government, including the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or the U.S.
Department of Commerce, (b) the United Nations Security Council, (c) the European Union or any of its member states, (d) Her Majesty’s Treasury, (e) Switzerland, or (f) any other relevant authority. 

“Seller” has the meaning provided in the preamble. 

“Share” means the issued ordinary share(s) in the capital of the Company. 

“Tax” means (i) in the PRC: (a) any national, provincial, municipal, or local taxes, charges, fees, levies, or
other assessments, whether based on income (including enterprise income tax and individual income tax), turnover (including value-added tax, business tax, and consumption tax), resource (including urban and township land use tax), special purpose
(including land value-added tax, urban maintenance and construction tax, and additional education fees), property (including urban real estate tax and land use fees), documentation (including stamp duty and deed tax), filing, recording, withholding,
social insurance (including pension, medical, unemployment, housing, and other social insurance withholding), tariffs (including import duty and import value-added tax), and estimated and provisional taxes, charges, fees, levies, or other
assessments of any kind whatsoever, (b) all interest, penalties (administrative, civil or criminal), or additional amounts imposed by any Governmental Authority in connection with any item described in subclause (a) above, and (c) any
form of transferee liability imposed by any Governmental Authority in connection with any item described in subclauses (a) and (b) above; and (ii) in any jurisdiction other than the PRC: all similar liabilities as described in clauses
(i)(a) and (i)(b) above. 
 “Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under
this Agreement. 
 “YCYJ” has the meaning provided in the preamble. 

“YCYJ Transaction” has the meaning provided in the preamble. 

Section 1.2 Interpretation and Rules of Construction. In this Agreement, except
to the extent otherwise provided or that the context otherwise requires: 
 (a) when a reference is made in this Agreement to an Article,
Section, or Schedule, such reference is to an Article or Section of, or a Schedule or Exhibit to, this Agreement unless otherwise indicated; 

(b) the headings for this Agreement are for reference purposes only and do not affect in any way the meaning or interpretation of this
Agreement; 
 (c) the words “hereof,” “herein” and “hereunder” and words of similar import, when used in this
Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement; 

  
 4 








 (d) words in the singular include the plural, and words in the plural include the singular, and
the masculine, feminine, and neuter genders will each be deemed to include the others; and 
 (e) references to a Person are also to its
successors and permitted assigns.  
 ARTICLE 2 CANGO SHARE PURCHASE AGREEMENT 

Section 2.1 Termination of the Cango Share Purchase Agreement. Upon execution of this
Agreement, the Cango Share Purchase Agreement entered into by and between the Seller and Cango on September 19, 2017 shall terminate and be replaced and superseded by this Agreement in its entirety. 

ARTICLE 3 PURCHASE AND SALE 

Section 3.1 Purchase and Sale of the Sale Share. Upon the terms and subject to
the conditions of this Agreement, at Closing. the Seller shall sell and the Buyer shall purchase, on an as is basis, the Sale Share free from all Encumbrances and together with all rights attaching to it. 

Section 3.2 Purchase Price. The aggregate purchase price (the “Purchase
Price”) for the Sale Share shall be HK$1. 
 Section 3.3 Sources of
Funding for Purchase Price. The Buyer acknowledges that funds for the Buyer to pay the Purchase Price would be 
 (a) funds wired from
the PRC after all relevant Governmental Approvals required, if any, have been duly completed, or 
 (b) funds raised by the Buyer through
its Affiliates outside the PRC. 
 Section 3.4 Closing. Subject to the terms
and conditions of this Agreement, the sale and purchase of the Sale Share shall take place at a closing (the “Closing”) to be held at the time and place as mutually agreed by the Seller and Buyer on the fifth (5th) Business Day following the satisfaction or waiver of all of the conditions set forth under Section 7.1 below or at such other time as the Seller and the Buyer may otherwise mutually agree
upon in writing (the date of Closing being the “Closing Date”). 

Section 3.5 Closing Deliverables by the Seller. At the Closing, the Seller
shall deliver or cause to be delivered to the Buyer: 
 (a) the instrument of transfer; 

(b) the original share certificate in the name of the Seller representing the Sale Share; 

(c) (i) the originals of the certificate of incorporation, business registration certificate, all statutory registers and minute books (duly
written up to the Closing Date) if any, (ii) all common seals and chops, and (iii) all copies of articles of association or equivalent constitutional documents, in each case, of the Company; 

(d) undated letters of resignation duly signed by the existing directors and the secretary of the Company; and 

  
 5 








 (e) a copy of the resolutions in writing of the board of directors of the Company (and/or its
sole shareholder, if applicable) approving matters below, certified as a true copy by the sole director of the Company: 
  

	 	(i)	the appointment of such person(s) as the Buyer may nominate as director(s) and company secretary of the Company with effect from the Closing Date or such other date as the Buyer may designate; 


 

	 	(ii)	its approval of the resignation of the existing directors and the company secretary of the Company as nominated by the Seller, in each case as the Buyer may require, with effect from the Closing Date or such other date
as the Buyer may designate; and 

  

	 	(iii)	the approval of the transfer of the Sale Share and the registration of the Buyer as shareholder of the Company, and update of the Company’s register of members pursuant to the instrument of transfer referred to in
paragraph (a) above. 

 Section 3.6 Closing Deliverables by the Buyer.
At the Closing, the Buyer shall deliver to the Seller the entire Purchase Price in immediately available funds by wire transfer to the bank account designated in writing by the Seller to the Buyer at least five (5) Business Days prior to the
Closing Date or by any other means as mutually agreed upon by the Seller and the Buyer. 

Section 3.7 Tax Gross-up and Indemnities. 

(a) All payments to be made by the Buyer to the Seller under this Agreement shall be made without any Tax Deduction unless it is required by
Applicable Law to make a Tax Deduction. In the event a Tax Deduction is required to be made, (i) each of the Parties agrees that it is the Seller who shall perform the Tax filing and payment process in connection with the Tax Deduction, and
(ii) the sum payable by the Buyer shall be increased to the extent necessary to ensure that the Seller receives a sum net of any deduction or withholding equal to the sum which it would have received had no such Tax Deduction been made or
required to be made. 
 (b) Without prejudice to Section 3.7(a) above, if the Seller is required to make any payment of or on account
of Tax on or in relation to any sum received or receivable under this Agreement (including any sum deemed for purposes of Tax to be received or receivable by the Seller whether or not actually received or receivable) or in relation to the
transactions contemplated hereunder or if any liability in respect of any such payment is asserted, imposed, levied or assessed against the Seller, the Buyer shall, within three (3) Business Days of demand of the Seller, promptly indemnify the
Seller which suffers a loss or liability as a result against such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith. 

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE SELLER 

Except as otherwise provided herein, the Seller hereby represents and warrants to the Buyer as of the date hereof and as of the Closing Date
(except to the extent such representations and warranties are made as of another date as specified hereunder): 
 
Section 4.1 Authority and Qualification of the Seller; Due Execution. 

  
 6 








 (a) The Seller is an entity duly organized and validly existing under the laws of the British
Virgin Islands, and has full power, authority and legal right to own its property and assets and to carry on its business. 
 (b) The
execution and delivery by the Seller of this Agreement, the performance by the Seller of its obligations hereunder and the consummation by the Seller of the transactions contemplated hereby have been duly authorized by all requisite action on the
part of the Seller and shall not result in a material violation of any provision of any Applicable Law. This Agreement has been duly executed and delivered by the Seller, and (assuming due authorization, execution and delivery by the Buyer) this
Agreement constitutes legal, valid and binding obligations of the Seller, enforceable against it in accordance with its terms. 
 
Section 4.2 Organization and Qualification of the Company. The Company is duly organized, validly existing and in good standing under the laws of Hong Kong. A true and correct copy of the memorandum and articles
of association or equivalent constitutional documents of the Company as in effect on the date hereof has been delivered by the Company to the Buyer. 

(b) There has been no resolution or application made for the winding up of the Company and the Company is not in receivership or liquidation,
and it has not taken any steps to enter liquidation. 
 Section 4.3
Capitalization and Sale Share The entire issued share capital of the Company comprise of 1 Share, amounting to HK$1. All share capital of the Company is legally and beneficially owned by the Seller, free of all Encumbrances and with all
rights attaching or accruing to them. The Sale Share is validly issued and credited as fully paid up, free of further capital contribution obligations. The Seller is entitled to transfer full legal and beneficial ownership of the Sale Share to the
Buyer free of all Encumbrances, and at Closing the Buyer will acquire good and valid legal and beneficial title to the relevant Sale Share, free of all Encumbrances. 

Section 4.4 No Conflict. The execution, delivery and performance of this
Agreement by the Seller do not conflict with or violate any Applicable Law. 

Section 4.5 Governmental Approvals. The execution, delivery and performance of
this Agreement by the Seller do not and will not require any consent, approval, authorization or other order of any Governmental Authority on the part of the Seller. 

Section 4.6 Liabilities. Except for those in connection with the YCYJ
Transaction, no liabilities, contingent liabilities or commitments shall have been incurred or made by the Company as of the Closing Date. 

Section 4.7 No Additional Representations and Warranties. The representations
and warranties provided by the Seller under in this ARTICLE 4 are in lieu of all other representations and warranties however provided under Applicable Law or arising from any Applicable Law in connection with the sale and purchase of the Sale
Share. No representations and warranties, either express or implied, are made or given by the Seller with respect to the Sale Share other than those specifically provided under this ARTICLE 4. Without prejudice to the representations and warranties
set out under this ARTICLE 4 and the right of the Buyer to be indemnified in accordance with ARTICLE 8 below in case of breach thereof, it is acknowledged by the Buyer that the Sale Share are sold on an “as is basis”, with no
representations and warranties on the Company’s performance relating to the period prior to or after the Closing, on the business prospects of the Company, as well as on the good standing and state of any of its assets or contracts if any. 


  
 7 








 ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF THE BUYER 

The Buyer hereby represents and warrants to the Seller as follows: 

Section 5.1 Organization and Authority of the Buyer; Due Execution. 

(a) The Buyer is an entity duly organized and validly existing under the laws of Hong Kong and has all necessary corporate power and authority
to enter into this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. 
 (b) The
execution and delivery by the Buyer of this Agreement, the performance by the Buyer of its obligations hereunder and the consummation by the Buyer of the transactions contemplated hereby have been duly authorized by all requisite corporate action on
the part of the Buyer and shall not result in a material violation of any provision of any Applicable Law. This Agreement has been duly executed and delivered by the Buyer, and (assuming due authorization, execution and delivery by the Seller) this
Agreement constitutes legal, valid and binding obligations of the Buyer, enforceable against it in accordance with its terms. 
 
Section 5.2 No Conflict. The execution, delivery and performance by the Buyer of this Agreement do not and will not (a) violate, conflict with or result in the breach of any provision of the articles of
association or by-laws of the Buyer, or (b) 
conflict with or violate any Applicable Law. 
 Section 5.3 Governmental
Approvals. The execution, delivery and performance of this Agreement by the Buyer do not and will not require any consent, approval, authorization or other order of, action by, filing with or notification to, any Governmental Authority on the
part of the Buyer. 
 Section 5.4 Anti-Money Laundering and No Sanctions.
None of the Buyer or any of its Affiliates has violated or is in violation of any Applicable Law relating to anti-money laundering or Sanctions. No source of funding for the Purchase Price relates, directly or indirectly, to any activities or
business of or with a Sanctioned Person or with or in a Sanctioned Country, or any activities or business in violation of any Applicable Law relating to anti-money laundering. 

Section 5.5 No Additional Representations and Warranties. The
representations and warranties provided by the Buyer under in this ARTICLE 5 are in lieu of all other representations and warranties however provided under Applicable Law or arising from any Applicable Law in connection with the sale and purchase of
the Sale Share. No representations and warranties, either express or implied, are made or given by the Buyer with respect to the Sale Share other than those specifically provided under this ARTICLE 5. 

ARTICLE 6 ADDITIONAL AGREEMENTS 

Section 6.1 Non-Violation. Pending the
Closing, each of the Parties, without the prior written consent of the others, shall not take any action which would result in any of the covenants contained in this Agreement becoming incapable of performance. 

Section 6.2 Post-Closing Actions. Immediately after the Closing, each of the
Seller and the Buyer_shall cooperate with the other Party and use its best efforts to take all actions in completing required filing as a result of the transactions hereunder with the applicable Governmental Authorities. 

Section 6.3 Post-Closing Liabilities. As from the Closing Date, the Buyer
shall acquire title to the Sale Share together with all rights and risks attaching to it. The Buyer hereby agrees and acknowledges that the Seller shall not be liable for any liabilities incurred or made by the Company as from the Closing Date. 


  
 8 








 ARTICLE 7 CONDITIONS TO CLOSING 

Section 7.1 Conditions to Obligations of the Buyer. The obligations of the
Buyer to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or written waiver by the Buyer, at or prior to the Closing, of the following conditions: 

(a) Representations and Warranties. The representations and warranties given by the Seller in this Agreement shall have been true,
accurate and not misleading in all material respects when made and shall be true, accurate and not misleading in all material respects as of the Closing with the same force and effect as if made as of the Closing, except to the extent such
representations and warranties are as of another date, in which case, such representations and warranties shall be true, accurate and not misleading in all material respects as of that date with the same force and effect as if made as of the
Closing. 
 (b) No Applicable Legal Prohibition. No provision of any Applicable Law and no judgment, injunction, order or decree
shall prohibit the consummation of the Closing. 
 Section 7.2 Conditions to
Obligations of the Seller. The obligations of the Seller to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction or written waiver by the Seller, at or prior to the Closing, of the following condition:

 (a) Representations and Warranties. The representations and warranties given by the Buyer in this Agreement shall have been true,
accurate and not misleading in all material respects when made and shall be true, accurate and not misleading in all material respects as of the Closing with the same force and effect as if made as of the Closing, except to the extent such
representations and warranties are as of another date, in which case, such representations and warranties shall be true, accurate and not misleading in all material respects as of that date with the same force and effect as if made as of the
Closing. 
 (b) No Applicable Legal Prohibition. No provision of any Applicable Law and no judgment, injunction, order or decree
shall prohibit the consummation of the Closing. 
 ARTICLE 8 INDEMNIFICATION 

Section 8.1 Indemnification. Each of the Seller and the Buyer as well as their
successors and permitted assigns (the “Indemnified Persons”) shall be indemnified and held harmless by the other (the “Indemnifying Party”) for and against any and all losses, damages, claims, costs and expenses,
interest, liabilities, awards, judgments and penalties (including costs of investigation and defense and reasonable attorneys’ fees) suffered or incurred by them (including any Action brought or otherwise initiated by any of them) (hereinafter
a “Loss”), directly or indirectly arising out of or in connection with: 
 (a) any breach of any representation or warranty
made by the Indemnifying Party in this Agreement; and 
 (b) any breach or non-performance of any
covenant or agreement of the Indemnifying Party in this Agreement. 

  
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 ARTICLE 9 GENERAL PROVISIONS 

Section 9.1 Expenses. Except as otherwise specified in this Agreement, all costs and
expenses, including fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the transactions contemplated by this Agreement shall be paid by the Buyer, whether or not the Closing shall
have occurred. 
 Section 9.2 Notices. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be deemed to have been effectively given: (a) when hand delivered to the other Parties, upon personal delivery to the such Parties to be notified; (b) when sent by fax, upon receipt by
the sender of confirmation by the sender’s fax machine that the notification has been received by the addressee’s fax machine; (c) when sent by email, upon receipt by the sender’s email system of the message confirming that the
email has been successfully delivered; (d) three (3) Business Days after delivery by an internationally recognized courier if sent by courier service. All communications shall be sent to the following addresses: 

 

			
	 if to the Seller: 
	 	
		
	 Attention:
	 	Steven Glenn
		
	 Address:
	 	Warburg Pincus Asia LLC, 450 Lexington Avenue, New York 10017, USA
		
	 Email:
	 	steven.glenn@warburgpincus.com
		
	 Fax:
	 	(852) 2539 4322
		
	 if to Cango:
	 	
		
	 Attention:
	 	Yun Ye
		
	 Address:
	 	Level 10, Building 3, Youyou Century Plaza, No. 428 Yang Gao South Road, Pudong New District, Shanghai
		
	 Email:
	 	yeyun@cangoonline.com
		
	 Fax:
	 	(8621) 31830015
		
	 if to the Buyer:
	 	
		
	 Attention:
	 	Yun Ye
		
	 Address:
	 	Level 10, Building 3, Youyou Century Plaza, No. 428 Yang Gao South Road, Pudong New District, Shanghai
		
	 Email:
	 	yeyun@cangoonline.com
		
	 Fax:
	 	(8621) 31830015

 Section 9.3 Public Announcements. No Party hereto shall
make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions contemplated hereby or otherwise communicate with any news media without the prior written consent of the other Parties. 

  
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 Section 9.4 Confidentiality. Each of the
Parties agrees to, and shall cause its Affiliates and its officers, directors, employees, agents, representatives, accountants and counsel to treat and hold as confidential (and not disclose or provide access to any other Person to) (a) the
existence and any content of this Agreement as well as the transactions contemplated hereby and (b) any non-public information relating to the other Parties and its direct or indirect shareholders and
their respective directors, officers and employees, unless otherwise consented to in writing by such Parties or compelled to be disclosed by judicial or administrative process or by other requirements of Applicable Law. 

Section 9.5 Severability. If any term or other provision of this Agreement is invalid,
illegal or incapable of being enforced by any Applicable Law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect for so long as the economic or legal substance of the transactions
contemplated hereby is not affected in any manner materially adverse to the Parties. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify
this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby are consummated as originally contemplated to the greatest extent possible. 

Section 9.6 Entire Agreement. This Agreement constitutes the entire agreement of the Parties
with respect to the subject matter hereof and supersedes all prior agreements and undertakings, both written and oral, among the Parties with respect to the subject matter hereof. 

Section 9.7 Assignment. This Agreement shall be binding upon and inure to the benefit of the
successors-in-title and permitted assignees of each Party. This Agreement may not be assigned by operation of law or otherwise without the express written consent of the
Parties. 
 Section 9.8 Amendment. This Agreement may not be amended or modified except
(a) by an instrument in writing signed by, or on behalf of, the Parties or (b) by a waiver in accordance with Section 
9.9. 
 Section 9.9 Waiver. Any extension or waiver in connection with this
Agreement shall be valid only if set forth in an instrument in writing signed by the Party to be bound thereby. Any waiver of any term or condition shall not be construed as a waiver of any subsequent breach or a subsequent waiver of the same term
or condition, or a waiver of any other term or condition of this Agreement. The failure of any Party to assert any of its rights hereunder shall not constitute a waiver of any of such rights. All rights and remedies existing under this Agreement are
cumulative to, and not exclusive of, any rights or remedies otherwise available. 

Section 9.10 No Third Party Beneficiaries. Except for the provisions of
Section 8.1 relating to Indemnified Persons and the provisions of Section 9.7, this Agreement shall be binding upon and inure solely to the benefit of the Parties and their respective successors and permitted assigns and nothing herein,
express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever. 

Section 9.11 Specific Performance. Each of the Parties acknowledges and agrees
that the other Parties would be irreparably damaged if any of the provisions of this Agreement are not performed in accordance with their specific terms. Accordingly, in addition to any other right or remedy to which the other Parties may be
entitled, at law or in equity, such Parties shall be entitled to enforce any provision of this Agreement by a decree of specific performance and to temporary, preliminary and permanent injunctive relief to prevent breaches or threatened breaches of
any of the provisions of this Agreement, without posting any bond or other undertaking. 

  
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 Section 9.12 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. 

Section 9.13 Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of Hong Kong, without regard to principles of conflict of laws thereunder. 

Section 9.14 Dispute Resolution. All disputes among the Parties arising out of
or relating to this Agreement shall be finally settled by arbitration. The arbitration shall be conducted in Hong Kong under the auspices of the Hong Kong International Arbitration Centre (“HKIAC”) in accordance with the Hong Kong
International Arbitration Centre Administered Arbitration Rules in effect at the time of the arbitration. The arbitral procedure shall be conducted in the English language. The number of arbitrators shall be three. The arbitral award shall be final,
binding and conclusive on the Parties and may be enforced and entered as a judgment in any court of law with jurisdiction thereof. The costs of arbitration shall be borne by the losing Party. During the course of the arbitral tribunal’s
adjudication of the dispute, this Agreement shall continue to be performed except with respect to the part in dispute and under adjudication. Regardless of anything else contained herein, any Party shall be entitled to seek preliminary injunctive
relief from any court of competent jurisdiction pending the conclusion of the arbitration. 

Section 9.15 Counterparts. This Agreement may be executed and delivered
(including by facsimile transmission) in one or more counterparts, and by the Parties in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same
agreement. 
 [SIGNATURES ON NEXT PAGES] 

  
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 IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement on the date
first written on this document. 
  

			
	PARADIGM MALLS GROUP LIMITED
		
	By:	 	/s/ Steven Glenn
	Name:	 	Steven Glenn
	Title:	 	Authorized signatory


 Signature Page to Share Purchase Agreement 







 IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement on the date
first written on this document. 
 SHANGHAI CANGO INVESTMENT MANAGEMENT CONSULTING SERVICE CO., LTD. 

 

			
	By: 	 	/s/ ZHANG Xiaojun


 
			
	Name:
	Title: Legal representative


 Signature Page to Share Purchase Agreement 







 IN WITNESS WHEREOF, the Parties have executed and delivered this Agreement on the date
first written on this document. 
  
  

 

			
	CANGO GROUP LIMITED
		
	By:	 	/s/ ZHANG Xiaojun
	Name:	 	
	Title:	 	Authorized signatory


 Signature Page to Share Purchase Agreement