Exhibit 4.5


 


AMENDMENT
TO SHAREHOLDERS AGREEMENT


 


THIS AMENDMENT AGREEMENT (this “Amendment”)  is dated effective as of June 8,
2010, by and among CHINA NEW BORUN
CORPORATION, a Cayman Islands exempted company with limited
liability (the “Company”), KING RIVER HOLDING LIMITED,
a company incorporated in the British Virgin Islands (“King River”), STAR ELITE ENTERPRISES LIMITED, a company incorporated in
the British Virgin Islands (“Star Elite”), EARNSTAR
HOLDING LIMITED, a company incorporated in the British Virgin
Islands (“Earnstar”) and TDR ADVISORS, INC.,
a company incorporated in the British Virgin Islands (collectively with King
River, Star Elite and Earnstar, the “Stockholders”).


 


RECITALS:


 


WHEREAS, the Company has filed a Registration
Statement on Form F-1 (File No. 333-166312) with the U.S. Securities
and Exchange Commission (the “Commission”) on April 27, 2010 under
the Securities Act of 1933, as amended, with Amendments Nos. 1 through 8
thereto which were subsequently filed with the Commission as of the date hereof
(collectively, the “Registration Statement”); and


 


WHEREAS,
the Company and the Stockholders are parties to that certain
Shareholders Agreement, dated March 31, 2010 (the “Shareholders
Agreement”), a copy of which has been filed as Exhibit 4.4 to the
Registration Statement; and


 


WHEREAS, the parties wish to amend the Shareholders
Agreement as set forth below.


 


AGREEMENT:


 


NOW, THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, it
is agreed by the Company and the Stockholders as follows:


 


1.             Amendment. 
The definition of “Qualified Public Offering” in Article 1, Section 1.1
of the Shareholders Agreement is hereby amended and replaced in its entirety
with the following:


 


	
  ““Qualified Public
  Offering”

  	
   

  	
  a firm commitment
  underwritten public offering of Ordinary Shares, or American depositary
  shares representing Ordinary Shares, of the Company made pursuant to an
  effective registration statement under the United States Securities Act of
  1933, as amended (the “Securities Act”)
  on the New York Stock Exchange or the Nasdaq Global Market, or an offering or
  listing substantially equivalent to the foregoing on another stock exchange
  including, without limitation, the public offering made pursuant to the
  Company’s registration statement on Form F-1 (File No. 333-166312)
  originally filed with the SEC on April 27, 2010 with all amendments
  filed with the SEC thereafter under the Securities Act.”

  



 


 

















 


2.             Full Force and Effect.  Except as expressly amended herein, all other
terms and provisions of the Shareholders Agreement shall remain in full force
and effect and are hereby ratified and confirmed in all respects.


 


3.             Recitals. 
The Recitals hereto are hereby incorporated into this Amendment as if
fully stated herein.


 


4.             Further Amendments.  The Shareholders Agreement shall be further
amended wherever appropriate to reflect the changes indicated herein above.


 


5.             Governing Law. 
This Amendment shall be governed by, enforced, and construed under and
in accordance with the laws of the United States of America and, with respect
to matters of State law, with the laws of the State of New York.  Venue
for all matters shall be in the City of New York, New York, without giving
effect to principles of conflicts of law thereunder.  Each of the parties
irrevocably consents and agrees that any legal or equitable action or
proceedings arising under or in connection with this Amendment shall be brought
exclusively in the federal courts of the United States sitting in New York
City, New York.  By execution and delivery of this Amendment, each party
hereto irrevocably submits to and accepts, with respect to any such action or
proceeding, generally and unconditionally, the jurisdiction of the aforesaid
court, and irrevocably waives any and all rights such party may now or
hereafter have to object to such jurisdiction.  EACH PARTY (ON BEHALF OF ITSELF AND, TO THE FULLEST EXTENT PERMITTED BY
LAW, ON BEHALF OF ITS RESPECTIVE EQUITY HOLDERS) HEREBY WAIVES ANY RIGHT THEY MAY HAVE
TO A TRIAL BY JURY IN RESPECT OF ANY CLAIM BASED UPON, ARISING OUT OF OR IN
CONNECTION WITH THIS AMENDMENT.


 


6.             Opportunity to
Hire Counsel; Role of K&L Gates LLP.  The Stockholders expressly acknowledge that
they have been advised and have been given an opportunity to hire counsel with
respect to this Amendment.  The
Stockholders further acknowledge that the law firm of K&L Gates LLP did not
provide them with any legal advice with respect to the agreements contemplated
by this Amendment.  The Stockholders further
acknowledge that the law firm of K&L Gates LLP has solely represented the
Company in connection with this Amendment and no other person.


 


7.             Counterparts. 
This Amendment may be executed in one (1) or more counterparts,
each of which such counterparts shall be deemed an original and all of which
together shall constitute one and the same Amendment.


 


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IN WITNESS
WHEREOF, the parties hereto have caused
this Amendment to Shareholders Agreement be executed by the undersigned,
thereunto duly authorized, as of the date first set forth above.


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  CHINA NEW BORUN CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/ Jinmiao Wang

  
	
   

  	
  Name
  

  	
  Jinmiao
  Wang

  
	
   

  	
  Title:
  

  	
  President
  and Chief Executive Officer

  
	
   

  	
   

  
	
   

  	
  SHAREHOLDERS:

  
	
   

  	
   

  
	
   

  	
  KING RIVER HOLDING LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Shan Junqin

  
	
   

  	
  Name
  

  	
  Shan
  Junqin

  
	
   

  	
  Title:
  

  	
  Director

  
	
   

  	
   

  
	
   

  	
  STAR
  ELITE ENTERPRISES LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Chen Ping

  
	
   

  	
  Name
  

  	
  Chen
  Ping

  
	
   

  	
  Title:
  

  	
  Director

  
	
   

  	
   

  
	
   

  	
  EARNSTAR
  HOLDING LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Wei Yibin

  
	
   

  	
  Name
  

  	
  Wei
  Yibin

  
	
   

  	
  Title:
  

  	
  Director

  
	
   

  	
   

  
	
   

  	
  TDR
  ADVISORS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Wang Ruiping

  
	
   

  	
  Name
  

  	
  Wang
  Ruiping

  
	
   

  	
  Title:
  

  	
  Director

  



 


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