Exhibit 10.12

 

SHARE SUBSCRIPTION AGREEMENT

 

THIS SHARE SUBSCRIPTION AGREEMENT (the “Agreement”) is made and entered into as of December 14, 2011 by and among:

 

1.             China Auto Rental Inc., a company duly incorporated and validly existing under the laws of the Cayman Islands (the “Company”);

 

2.             Each of the persons and entities listed in Schedule A (the persons and entities listed on Schedule A shall collectively be referred to as the “Subscribers” and each, an “Subscriber”).

 

RECITALS:

 

The Company desires to issue and sell to the Subscribers and the Subscribers desire to subscribe from the Company up to 10,000 shares, par value US$1.00 per share, of the Company (the “Shares”) on the terms and conditions set forth in this Agreement;

 

AGREEMENT

 

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 hereby agree as follows:

 

1.             AGREEMENT TO PURCHASE AND SELL SHARES

 

1.1           Authorization. At or before the Closing (as defined below), the Company shall have authorized the issuance, pursuant to the terms and conditions of this Agreement, of up to 10,000 Shares having the rights, preferences, privileges and restrictions as set forth in the Memorandum and Articles of Association of the Company.

 

1.2           Agreement to Purchase and Sell. Subject to the terms and conditions hereof, the Company hereby agrees to allot and issue to the Subscribers, and the Subscribers hereby agree to subscribe from the Company, on the Closing Date (as defined in Section 2.1) a total of 10,000 Shares at an aggregate subscription price of US$36,083,620 (the “Subscription Price”). The number of Shares to be subscribed by each of the Subscribers and the amount of Subscription Price payable by each of the Subscribers are as set forth below opposite their names:

 











 

	
Subscribers
    	
 
    	
No. of Shares
    	
 
    	
Subscription Price
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Right Lane Limited
    	
 
    	
5673
    	
 
    	
US$
    	
21,015,123
    	
 
    
	
Haode Group Inc.
    	
 
    	
3028
    	
 
    	
US$
    	
10,566,103
    	
 
    
	
Sky Sleek Limited
    	
 
    	
623
    	
 
    	
US$
    	
2,147,079
    	
 
    
	
Qun Cheng Limited
    	
 
    	
271
    	
 
    	
US$
    	
943,612
    	
 
    
	
Grand Joy Worldwide   Limited
    	
 
    	
157
    	
 
    	
US$
    	
546,026
    	
 
    
	
Amplewood Resources   Limited
    	
 
    	
248
    	
 
    	
US$
    	
865,677
    	
 
    
	
Total
    	
 
    	
10,000
    	
 
    	
US$
    	
36,083,620
    	
 
    


 

The Shares to be issued and subscribed pursuant to this Agreement will be collectively hereinafter referred to as the “Subscribed Shares”.

 

1.3           Payment of Subscription Price. The Company and Subscribers hereby acknowledge that the Subscribers shall complete the payment of the Subscription Price, which is allowed to be paid by installments, in any event, no later than December 31, 2012.

 

1.4           Several and Not Joint Obligations. The Subscribers’ respective obligations under this Agreement are several and not joint.

 

2.           CLOSING; DELIVERY

 

2.1           Closing. The subscription and issuance of the Purchased Shares (the “Closing”) shall be held at the offices of Han Kun Law Offices in Beijing, China, or at such other place as the Subscribers and the Company may mutually agree, on a date no later than December 15, 2011 (such date, the “Closing Date”).

 

2.2           Delivery. At the Closing, the Company shall (i) deliver to each of the Subscribers, a certificate representing the Shares that each such Subscriber, respectively, is purchasing pursuant to Section 1.2 above and (ii) cause the Company’s share register to be updated to reflect the Shares purchased by the Subscribers.

 

3.           COVENANTS OF THE COMPANY.

 

The Company covenants to each Subscriber that the proceeds from the subscription of the Subscribed Shares shall be used for the business expansion, capital expenditures and general working capital of the Company and its subsidiaries.

 

4.           MISCELLANEOUS

 

4.1           Governing Law. This Agreement shall be governed by and construed exclusively in accordance with the laws of Hong Kong.

 

2











 

4.2           Successors and Assigns. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto. This Agreement and the rights and obligations therein may not be assigned by any Subscriber without the written consent of the Company except to a parent corporation, or a subsidiary.

 

4.3           Entire Agreement. This Agreement and the schedules and exhibits hereto and thereto, which are hereby expressly incorporated herein by this reference constitute the entire understanding and agreement between the parties with regard to the subjects hereof and thereof.

 

4.4           Amendments and Waivers. Any term of this Agreement may be amended only with the written consent of the Company and each Subscriber.

 

4.5           Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

 

- REMAINDER OF THIS PAGE LEFT INTENTIONALLY BLANK -

 

3











 

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

 

 

	
 
    	
PURCHASERS:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Right Lane Limited
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ 
    
	
 
    	
Name:
    
	
 
    	
Title:
    


 











 

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

 

 

	
 
    	
Qun Cheng Limited
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ 
    
	
 
    	
Name:
    
	
 
    	
Title:
    


 











 

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

 

 

	
 
    	
Haode Group   Inc.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ 
    
	
 
    	
Name:
    
	
 
    	
Title:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
Sky Sleek Limited
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ 
    
	
 
    	
Name:
    
	
 
    	
Title:
    
				


 











 

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

 

 

	
 
    	
Grand Joy Worldwide Limited
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ Kum Boon Tiong
    
	
 
    	
Name:  Kum Boon Tiong
    
	
 
    	
Title:  Director
    


 











 

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

 

 

	
 
    	
Amplewood Resources Limited
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ 
    
	
 
    	
Name:
    
	
 
    	
Title:
    


 











 

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

 

 

	
 
    	
CHINA AUTO RENTAL INC.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
By:
    	
/s/ 
    
	
 
    	
Name:
    
	
 
    	
Title:
    


 











 

Schedule A

 

Schedule of Subscribers

 

	
Subscribers
    	
 
    	
No. of Shares
    	
 
    	
Subscription Price
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Right Lane Limited
    	
 
    	
5673
    	
 
    	
US$
    	
21,015,123
    	
 
    
	
Address: SUITES 2701-03,

ONE EXCHANGE SQUARE,

CENTRAL, HK
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Haode Group Inc.
   Address: P.O. Box 957, 
   Offshore Incorporations Centre,
   Road Town, Tortola, 
   British Virgin Islands
    	
 
    	
3028
    	
 
    	
US$
    	
10,566,103
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Sky Sleek Limited

Address: P.O. Box 957,

Offshore Incorporations Centre,
   Road Town, Tortola,

British Virgin Islands
    	
 
    	
623
    	
 
    	
US$
    	
2,147,079
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Qun Cheng Limited

Address: P.O. Box 957,

Offshore Incorporations Centre, 
   Road Town, Tortola,

British Virgin Islands
    	
 
    	
271
    	
 
    	
US$
    	
943,612
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Grand Joy Worldwide Limited

Address: OMC Chambers,

Wickhams Cay 1, Road Town,

Tortola, British Virgin Islands
    	
 
    	
157
    	
 
    	
US$
    	
546,026
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Amplewood Resources Limited

Address: Offshore Incorporations Limited, P.O.

Box 957, Offshore

Incorporations Centre, Road 

Town, Tortola, British Virgin 

Islands
    	
 
    	
248
    	
 
    	
US$
    	
865,677
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
TOTAL
    	
 
    	
10,000
    	
 
    	
US$
    	
36,083,620