EX-10.10






Exhibit 10.10




SHARE PURCHASE AGREEMENT




in relation to

CHINA LINONG INTERNATIONAL LIMITED (the “Company”)


THIS SHARE PURCHASE AGREEMENT (this “Agreement”) is made on January 19, 2010 by and among the
following parties:



(1) Sequoia Capital China Growth Fund I, L.P., an exempted limited partnership registered under the
laws of the Cayman Islands, Sequoia Capital China Growth Partners Fund I, L.P., an exempted limited
partnership registered under the laws of the Cayman Islands and Sequoia Capital China GF Principals
Fund I, L.P., an exempted limited partnership registered under the laws of the Cayman Islands
(together the “Purchasers”); and



(2) Sequoia Capital China I, L.P., an exempted limited partnership registered under the laws of the
Cayman Islands, Sequoia Capital China Partners Fund I, L.P., an exempted limited partnership
registered under the laws of the Cayman Islands, and Sequoia Capital China Principals Fund I, L.P.,
an exempted limited partnership registered under the laws of the Cayman Islands (together the
“Sellers”).



(the foregoing parties collectively, the “Parties”, and each a “Party”).




RECITALS





	(A)	 	The Company and, inter alia, the Sellers entered into a Share Subscription Agreement dated
December 22, 2009 (the “Share Subscription Agreement”) pursuant to which the Sellers
subscribed for 12,067 Series B1 Shares of the Company.
	 
	(B)	 	The Sellers now desires to sell, and the Purchasers agree to purchase 12,067 Series B1 Shares
on the terms set out in this Agreement.





AGREEMENT





	1.	 	Interpretation






	 	1.1.	 	All capitalized terms used and not otherwise defined herein shall have the
respective meanings set forth in the Share Subscription Agreement.
	 
	 	1.2.	 	Headings and titles are used for ease of reference only and do not affect the
interpretation of this Agreement.






	2.	 	Sale and Purchase






	 	2.1.	 	The Purchasers shall accept the transfer of the Series B1 Shares in
accordance with the terms and conditions of the Share Subscription




 









 












	 	 	 	Agreement and at all times be bound by, observe and perform all of the covenants,
duties, agreements, terms, conditions and obligations to be observed and performed
by the Purchasers in relation to the Series B1 Shares under the Share Subscription
Agreement, whose terms shall be deemed incorporated herein by reference, to the
extent applicable.
	 
	 	2.2.	 	The Sellers shall sell and transfer to each of the Purchasers, and the
Purchasers shall each purchase the Series B1 Shares at an aggregate consideration of
US$913,471.90 (the “Aggregate Purchase Price”), on the terms set out in this
Agreement.






	3.	 	Closing.
	 
	 	 	At the Closing,






	 	3.1.	 	The Sellers will procure the Company to, and the Company shall, deliver to
Purchasers a certificate representing the Series B1 Shares to be held by each of the
Purchasers as set forth opposite the name of such investor in EXHIBIT A; and
	 
	 	3.2.	 	each Purchasers shall pay its respective portion of the Aggregate Purchase
Price as set forth opposite the name of such Purchasers in EXHIBIT A by electronic
transfer of immediately available US dollar funds to the designated bank account of
the Sellers.





[Remainder of this page intentionally left blank]












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IN WITNESS THEREOF, this Agreement has been executed by the Parties and is intended to be and
is hereby delivered on the date first written above.



By the Purchasers:




	 	 	 	 	 
	 	Sequoia Capital China Growth Fund I, L.P. 
Sequoia Capital
China Growth Partners Fund I, L.P.
Sequoia Capital China GF
Principals Fund I, L.P.



By: Sequoia Capital China Growth Fund Management, L.P.

      A Cayman Islands Exempted Limited Partnership 

      General Partner of Each



By: SC China Holding Limited 

      A Cayman Islands Limited Liability Company

      Its General Partner

 
	 	/s/ Jimmy Wong
 	 
	 	Name:  	Jimmy Wong 	 
	 	Title:  	Authorized Signatory 	 
	 



[Signature Page to Share Purchase Agreement]









 









 







IN WITNESS THEREOF, this Agreement has been executed by the Parties and is intended to be and is
hereby delivered on the date first written above.



By the Sellers:




	 	 	 	 	 
	 	Sequoia Capital China I, L.P.

Sequoia Capital China Partners Fund I, L.P.

Sequoia Capital China Principals Fund I, L.P.



By: Sequoia Capital China Management I, L.P.

      A Cayman Islands Exempted Limited partnership 

      General Partner of Each



By: SC China Holding Limited

      A Cayman Islands limited liability company 

      Its General Partner

 
	 	/s/ Jimmy Wong
 	 
	 	Name:  	Jimmy Wong 	 
	 	Title:  	Authorized Signatory 	 
	 



[Signature Page to Share Purchase Agreement]





 









 








EXHIBIT A




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Pre-	 	Post-	 	 
	 	 	Purchase	 	Transfer	 	Purchase
	 	 	(No. of	 	(No. of	 	Price
	 	 	Shares)	 	Shares)	 	(US$)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	China Linong — Series B1 Shares
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sequoia Capital China I, L.P.
	 	 	9,504	 	 	 	0	 	 	 	 	 
	Sequoia Capital China Partners Fund I, L.P.
	 	 	1,092	 	 	 	0	 	 	 	 	 
	Sequoia Capital China Principals Fund I, L.P.
	 	 	1,471	 	 	 	0	 	 	 	 	 
	Sequoia Capital China Growth Fund I, L.P.
	 	 	0	 	 	 	10,525	 	 	 	796,742.50	 
	Sequoia
Capital China Growth Partners Fund I, L.P.
	 	 	0	 	 	 	251	 	 	 	19,000.70	 
	Sequoia Capital China GF Principals Fund I, L.P.
	 	 	0	 	 	 	1,291	 	 	 	97,728.70	 
	 	 	 
	 
	 	 	12,067	 	 	 	12,067	 	 	 	913,471.90