EX-10.6






Exhibit 10.6




SHARE PURCHASE AGREEMENT




in relation to

CHINA LINONG INTERNATIONAL LIMITED (the “Company”)


THIS SHARE
PURCHASE AGREEMENT (this “Agreement”) is made on July 18, 2008 by and among the
following parties:



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



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



(3) Sequoia Capital China Growth Fund I, L.P., an exempted limited partnership registered
under the laws of the Cayman Islands (the “Seller”);



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




RECITALS





	(A)	 	The Company and, inter alia, the Seller entered into a Share Subscription Agreement
dated March 21, 2008 (the “Share Subscription Agreement”) pursuant to which the Seller
subscribed for 75,420 Series B Shares of the Company.
	 
	(B)	 	The Seller now desires to sell, and Sequoia Partners Fund and Sequoia Principals Fund
agree to purchase 1,554 Series B Shares and 8,070 Series B
Shares, respectively, in
each case 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 case of reference only and do not
affect the Interpretation of this Agreement.






	2.	 	Sale and Purchase






	 	2.1.	 	The Purchaser shall accept the transfer of the Series B
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 Purchaser in relation to the Series B Shares under the Share




 









 












	 	 	 	Subscription Agreement, whose terms shall be deemed incorporated herein by
reference, to the extent applicable.
	 
	 	2.2.	 	The Seller shall sell and transfer to each of the Purchasers, and the
Purchaser shall each purchase the Series B Shares at an aggregate consideration of
US$701,860.00 (the “Aggregate Purchase Price”), on the terms set out in this
Agreement.






	3.	 	Closing.
	 
	 	 	At the Closing,






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






	4.	 	Miscellaneous






	 	4.1.	 	Confidentiality. Each Party shall keep this Agreement, its existence, its
terms and the transactions contemplated hereby strictly confidential and not disclose
any such information to any person without the prior written consent of the other
Party, provided that each Party shall be entitled to disclose such information as may
be required by applicable law or stock exchange rules or to its holding company or
professional advisers on a confidential basis.
	 
	 	4.2.	 	Further Assurance. Each Party shall execute and do all such further
documents, deeds, assurance, acts and things as may be reasonably required so as to
give full effect to the terms and conditions of this Agreement.
	 
	 	4.3.	 	Costs and Expenses. Each Party shall bear and pay its own costs and expenses
in connection with the negotiation, preparation and execution of this Agreement. Each
Purchaser shall bear and pay stamp duty, if any, payable in connection with the
transfer of the relevant Series C Shares.
	 
	 	4.4.	 	Entire Agreement. This Agreement and the Share Subscription Agreement
(including the Exhibits attached thereto) contain all of the agreements among the
Parties with respect to the transaction contemplated hereby and




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	 	 	 	supersede all prior agreements and understandings, whether written or oral, among the
Parties with respect thereto.
	 
	 	4.5.	 	Counterparts. This Agreement may be entered into in any number of counterparts, all of which
taken together shall constitute one and the same instrument.
	 
	 	4.6.	 	Governing Law and Jurisdiction.






	 	(a)	 	This Agreement shall be governed by, and construed in accordance with, the
laws of Hong Kong.
	 
	 	(b)	 	The Parties irrevocably agree that the courts of Hong Kong are to have
non-exclusive jurisdiction to settle any disputes which may arise out of or in
connection with this Agreement and that, accordingly, any legal action or proceedings
arising out of or in connection with this Agreement may be brought in these courts
and the Parties irrevocably submit to the jurisdiction of those courts.






	 	4.7.	 	Dispute Resolution






	 	(a)	 	Amicable Settlement. Any dispute, controversy or claim arising out of or
relating to this Agreement, or the interpretation, breach, termination or validity
hereof, shall be resolved through consultation. Such consultation shall begin
immediately after one party hereto has delivered to the other party hereto a written
request for such consultation. If within 30 days following the date on which such
notice is given the dispute cannot be resolved, the dispute shall be submitted to
arbitration upon the request of either party with notice to the other.
	 
	 	(b)	 	Arbitration.






	 	(i)	 	The arbitration shall be conducted in Hong Kong under the
auspices of the Hong Kong International Arbitration Centre (the
“Centre”).
There shall be one arbitrator. The arbitrator shall be jointly appointed by
the disputing parties or, failing which the Secretary-General of the Centre
shall appoint the arbitrator.
	 
	 	(ii)	 	The arbitration proceedings shall be conducted in
English. The arbitration tribunal shall apply the UNCITRAL Arbitration
Rules as administered by the Centre at the time of the arbitration.
	 
	 	(iii)	 	The arbitrator shall decide any dispute submitted by
the parties to the arbitration strictly in accordance with the




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	 	 	 	substantive laws of Hong Kong and shall not apply any other substantive law.
	 
	 	(iv)	 	Each party shall cooperate with the other in making full disclosure of and providing
complete access to all information and documents requested by the other in connection with
such arbitration proceedings, subject only to any confidentiality obligations binding on
such party.
	 
	 	(v)	 	In the course of arbitration, the Parties shall continue to implement the terms of this
Agreement except (as between the disputing parties) for the matters under arbitration.
	 
	 	(vi)	 	The award of the arbitration tribunal shall be final and binding upon the disputing
parties, and the prevailing party may apply to a court of competent jurisdiction for
enforcement of such award.
	 
	 	(vii)	 	Each party shall be entitled to seek preliminary injunctive relief from any court of
competent jurisdiction pending the constitution of the arbitral tribunal.






	 	 	The Parties agree that during the arbitration proceedings, they shall continue to observe and
perform this Agreement except for the provisions subject to or involved in arbitration.





[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 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
 	 
	 	Address:
Suite 2215 Two Pacific Place

88, Queensway

Hong Kong 	 
	 



[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 Seller:




	 	 	 	 	 
	 	Sequoia Capital China Growth Fund I, L.P.

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


 	 
	 	 	
Address:

Suite 2215 Two Pacific Place

88, Queensway

Hong Kong 	 
	 



[Signature Page to Share Purchase Agreement]







 









 







EXHIBIT A




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Pre-	 	Post-	 	 
	 	 	Purchase	 	Transfer	 	Purchase
	 	 	(No. of	 	(No. of	 	Price
	 	 	Shares)	 	Shares)	 	(US$)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	China Linong — Series B Shares
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sequoia Capital China Growth Fund I, L.P.
	 	 	75,420	 	 	 	65,796	 	 	 	—	 
	Sequoia Capital China Growth Partners Fund I, L.P.
	 	 	0	 	 	 	1,554	 	 	 	113,330.27	 
	Sequoia Capital China GF Principals Fund I, L.P.
	 	 	0	 	 	 	8,070	 	 	 	588,529.73	 
	 	 	 
	 
	 	 	75,420	 	 	 	75,420	 	 	 	701,860.00