Exhibit 2.5

EXECUTION VERSION

REGISTRATION RIGHTS AGREEMENT

THIS REGISTRATION RIGHTS AGREEMENT (this Agreement) is made and entered into as of September 30, 2011, by
and among Home Inns & Hotels Management Inc., a Cayman Islands exempted company (the Company) and each person or entity listed under the caption Sellers on Schedule 1 attached hereto (each a
Seller and collectively, the Sellers). Terms used but not otherwise defined herein shall have the meanings assigned to them in that certain Share Purchase Agreement dated as of May 27, 2011 (the
Purchase Agreement) by and among the Company, the Sellers, Motel 168 International Holdings Limited (Motel 168) and the other parties thereto.

RECITALS

WHEREAS, the Company, the Sellers, Motel 168 and certain other parties have entered into the Purchase Agreement, pursuant to which the
Company will issue to the Sellers 8,149,616 ordinary shares of the Company, par value US$0.005 per share (the Ordinary Shares) (the Ordinary Shares to be issued to the Sellers by the Company, the Seller Shares),
subject to the terms and conditions thereof; and

WHEREAS, it is a condition to the Closing that, among other things, this
Agreement has been executed and delivered by the parties hereto.

NOW, THEREFORE, in consideration of the foregoing premises,
mutual promises and covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

AGREEMENT



|1. | Definitions
|-- | -----------

For
the purposes of this Agreement:



| | (a) | Registrable Securities
| | --- | ----------------------

Registrable Securities shall mean (i) the Seller Shares and (ii) Ordinary Shares obtained by the Sellers or
an Affiliate of the Sellers through any stock split, stock dividend or any similar issuance in respect of the Seller Shares.

Notwithstanding the foregoing, Registrable Securities shall exclude any Registrable Securities sold by a person in a
transaction in which rights under this Agreement are not expressly assigned in accordance with this Agreement, or any Registrable Securities sold in a public offering, whether sold pursuant to Rule 144 promulgated under the Securities Act of 1933 of
the United States of America (the Securities Act), or in a registered offering, or otherwise.



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| | (b) | Outstanding Registrable Securities
| | --- | ----------------------------------

The number of the Outstanding Registrable Securities at any given time means the aggregate number of Ordinary Shares held by the Holders at such time which are Registrable Securities.



| | (c) | Holder
| | --- | ------

Holder shall mean any Seller and any permitted assignee of the Registrable Securities to whom rights under this
Agreement have been duly assigned in accordance with this Agreement.



| | (d) | Form F-3
| | --- | --------

Form
F-3 shall mean any such form under the Securities Act being in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the Securities and Exchange Commission of the United States of
America (the Commission). Such form permits the inclusion or incorporation of substantial information by reference to other documents filed by the Company with the Commission.



|2. | Demand Registration
|-- | -------------------



| | (a) | Request by Holders
| | --- | ------------------

Subject to Section 8 of this Agreement, if the Company shall receive a written request from the Holders possessing collectively at
least fifty percent (50%) of the Outstanding Registrable Securities that the Company file a registration statement under the Securities Act covering the registration of Registrable Securities pursuant to this Section 2, then the Company
shall, within ten (10) Business Days of the receipt of such written request, give written notice of such request (Request Notice) to all the Holders, and use its best efforts to effect, as soon as practicable, but in any
event no later than sixty (60) days after receipt of the Request Notice, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in such registration by providing written notice to the
Company within twenty (20) days after receipt of the Request Notice, subject only to the limitations set forth in this Section 2.



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| | (b) | Underwriting
| | --- | ------------

If the
Holders initiating the registration request under this Section 2 (Initiating Holders) intend to distribute the Registrable Securities covered by their request by means of an underwriting, then they shall so advise the Company
as a part of their request made pursuant to this Section 2 and the Company shall include such information in the written notice referred to in Clause 2(a). In such an event, the right of any Holder to include his Registrable Securities in such
registration shall be conditional upon such Holders participation in such underwriting and the inclusion of such Holders Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the
Initiating Holders and such Holder) to the extent provided herein. All the Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing
underwriter or underwriters selected for such underwriting by the Holders of a majority of the Registrable Securities being registered and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 2, if the
underwriter(s) advise(s) the Company in writing that marketing factors require a limitation of the number of securities to be underwritten, then the Company shall so advise all the Holders of Registrable Securities which would otherwise be
registered and underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be reduced as required by the underwriter(s) and allocated among the Holders of Registrable Securities on a pro rata
basis according to the number of the Outstanding Registrable Securities held by each Holder requesting registration (including the Initiating Holders); provided, however, that in all public offering of securities, the right of the
underwriter(s) to exclude shares (including Registrable Securities) from the registration and underwriting as described above shall be restricted so that all shares that are not Registrable Securities and are held by any other person, including,
without limitation, any person who is an employee, officer or director of the Company (or any subsidiary of the Company) shall first be excluded from such registration and underwriting before any Registrable Securities are so excluded. If any Holder
disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to the Company and the underwriter(s), which notice shall be delivered at least ten (10) Business Days prior to the effective date
of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration.



| | (c) | Maximum Number of Demand Registrations
| | --- | --------------------------------------

The Company shall be obligated to effect only two (2) such registrations pursuant to this Section 2; provided, that a registration requested pursuant to this Section 2 shall not be
deemed to have been effected for purposes of this Section 2(c) unless (i) it has been declared effective by the Commission, (ii) it has remained effective for the period set forth in Section 5(a) and (iii) the offering of
Registrable Securities pursuant to such registration is not subject to any stop order, injunction or other order or requirement of the Commission (other than any such stop order, injunction, or other requirement of the Commission prompted by act or
omission of the Holders of Registrable Securities).



| | (d) | Deferral
| | --- | --------

Notwithstanding
the foregoing, if the Company furnishes to the Holder or Holders initiating a registration request under this Section 2 a certificate signed by a director of the Company stating that in the good faith judgment of the board of directors of the
Company (the Board), it would be materially detrimental to the Company and its shareholders for such registration statement to be filed, then the Company shall have the right to defer such filing for a period of not more than
ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period.



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| | (e) | Expenses
| | --- | --------

All expenses
incurred in connection with any registration, pursuant to this Section 2, including without limitation all federal and blue sky registration, filing and qualification fees, printers and accounting fees, and fees and
disbursements of counsel for the Company and the Initiating Holders, shall be borne by the Company; provided, however, that the Company shall only be required to bear fees and disbursements of one counsel for the selling Holders chosen
by Holders representing a major interest in the Registrable Securities being registered. Each Holder participating in a registration pursuant to this Section 2 shall bear such Holders proportionate share (based on the total number of
shares sold in such registration other than for the account of the Company) of all discounts, commissions or other amounts payable to underwriters or brokers in connection with such offering by the Holders. Notwithstanding the foregoing, the Company
shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 2 if the registration request is subsequently withdrawn at the request of the Holders of a majority of the Registrable Securities to be
registered, unless the Holders of a majority of the Outstanding Registrable Securities agree that such registration constitutes the use by the Holders of one (1) demand registration pursuant to Section 2 (in which case such registration
shall also constitute the use by all Holders of Registrable Securities of one (1) such demand registration); provided, further, however, that if at the time of such withdrawal, the Holders have learned of a material adverse
change in the condition, business, or prospects of the Company not known to the Holders at the time of their request for such registration and have withdrawn their request for registration with reasonable promptness after learning of such material
adverse change, then the Holders shall not be required to pay any of such expenses and such registration shall not constitute the use of a demand registration pursuant to this Section 2.



|3. | Piggyback Registrations
|-- | -----------------------

Subject to Section 8 of this Agreement, the Company shall notify all the Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under
the Securities Act for purposes of effecting a public offering of securities of the Company (other than (i) a registration relating solely to employee benefit plans, (ii) a registration relating solely to a Rule 145 transaction or
(iii) a registration upon the Holders exercise of the demand registration rights pursuant to Section 2 of this Agreement) and will afford each such Holder an opportunity to include in such registration statement all or any part of
the Registrable Securities then held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by such Holder shall within twenty (20) days after receipt of the
above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Securities such Holder wishes to include in such registration statement. If a Holder decides not to
include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or
registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.



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| | (a) | Underwriting
| | --- | ------------

If a
registration statement under which the Company gives notice under this Section 3 is for an underwritten offering, then the Company shall so advise the Holders. In such event, the right of any such Holders Registrable Securities to be
included in a registration pursuant to this Section 3 shall be conditional upon such Holders participation in such underwriting and the inclusion of such Holders Registrable Securities in the underwriting to the extent provided
herein. All the Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such underwriting.
Notwithstanding any other provision of this Agreement, if the managing underwriter(s) determine(s) in good faith that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter(s) may exclude
shares from the registration and the underwriting, and the number of shares that may be included in the registration and the underwriting shall be allocated, first, to the Company in the case that the Company initiated such registration or to
the shareholder of the Company that initiated such registration, as the case may be, second, to holder(s) of piggy-back registration rights granted by the Company prior to the date of this Agreement (the Existing Piggy-Back
Rights) pursuant to the terms of the Existing Piggy-Back Rights, third, to each of the Holders requesting inclusion of their Registrable Securities in such registration on a pro rata basis based on the total number of Registrable
Securities then held by each such Holder, and fourth, to the Company in the case of a registration initiated by a shareholder of the Company and any other person, including, without limitation, any person who is an employee, officer or
director of the Company (or any subsidiary of the Company), requesting inclusion of their shares in such registration. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw therefrom by written notice to
the Company and the underwriter(s), delivered at least ten (10) Business Days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn
from the registration.



| | (b) | Expenses
| | --- | --------

All expenses
incurred in connection with a registration pursuant to this Section 3 (excluding underwriters and brokers discounts and commissions relating to shares sold by the Holders, which shall be borne by such Holders on a pro rata basis
based on the total number of shares included in such registration by such Holders), including, without limitation all federal and blue sky registration, filing and qualification fees, printers and accounting fees, and fees and
disbursements of counsel for the Company, shall be borne by the Company.



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| | (c) | Not Demand Registration
| | --- | -----------------------

Registration pursuant to this Section 3 shall not be deemed to be a demand registration as described in Section 2 above. Except
as otherwise provided herein, there shall be no limit on the number of times the Holders may request registration of Registrable Securities under this Section 3.



|4. | Form F-3 Registration
|-- | ---------------------



|4.1 | Subject to Section 8 of this Agreement, in case the Company shall, at any time after it has become eligible to use Form F-3, receive from any Holder or Holders of
fifty percent (50%) of all the Outstanding Registrable Securities a written request or requests that the Company effect a registration on Form F-3 and any related qualification or compliance with respect to all or a part of the Registrable
Securities owned by such Holder or Holders, then the Company will:
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) | Notice
| | --- | ------

promptly give
written notice of the proposed registration and the Holders or Holders request therefor, and any related qualification or compliance, to all other Holders of Registrable Securities; and



| | (b) | Registration
| | --- | ------------

as soon as
practicable, but in any event no later than sixty (60) days after receipt of the Request Notice, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and
distribution of all or such portion of such Holders or Holders Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as
are specified in a written request given within twenty (20) days after the Company provides the notice contemplated by paragraph (a) of this Section 4.1.



|4.2 | Expenses
|--- | --------

The Company
shall pay all expenses incurred in connection with each registration requested pursuant to this Section 4 (excluding underwriters or brokers discounts and commissions relating to shares sold by the Holders, which shall be borne by
such Holders on a pro rata basis based on the total number of shares included in such registration by such Holders), including without limitation federal and blue sky registration, filing and qualification fees, printers and
accounting fees, and fees and disbursements of counsel for the Company and the Holders.



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|4.3 | Deferral
|--- | --------

Notwithstanding
the foregoing, if the Holder or Holders of fifty percent (50%) of all the Outstanding Registrable Securities request the filing of a registration statement pursuant to this Section 4 and the Company furnishes to such Holder or Holders a
certificate signed by a director of the Company stating that in the good faith judgment of the Board, it would be materially detrimental to the Company and its shareholders for such registration statement to be filed, then the Company shall have the
right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the initiating Holders; provided, however, that the Company may not utilize this right more than once in any twelve (12) month
period.



|4.4 | Not Demand Registration
|--- | -----------------------

Form F-3 registrations pursuant to this Section 4 shall not be deemed to be demand registrations as described in Section 2
above. Except as otherwise provided herein, there shall be no limit on the number of times the Holder or Holders may request registration of Registrable Securities under this Section 4.



|5. | Obligations of the Company
|-- | --------------------------

Whenever required to effect the registration of any Registrable Securities under this Agreement, the Company shall, as expeditiously as reasonably possible:



| | (a) | Registration Statement
| | --- | ----------------------

prepare and file with the Commission a registration statement with respect to such Registrable Securities and use its commercial
reasonable efforts to cause such registration statement to become effective and remain effective for a period of time required for the disposition of such Registrable Securities by the Holders thereof, provided, however, that the
Company shall not be required to keep any such registration statement effective for more than: (i) one hundred and twenty (120) days, provided that such period shall be extended for a period of time equal to the period the Holder refrains,
at the request of an underwriter of Ordinary Shares, from selling any securities included in such registration, or (ii) in the case of registration on Form F-3, a period of two (2) years;



| | (b) | Amendments and Supplements
| | --- | --------------------------

prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection
with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement;



| | (c) | Prospectuses
| | --- | ------------

furnish to
the Holders such number of conformed copies of the applicable registration statement and each such amendment and supplement thereto (including in each case all exhibits), and copies of a prospectus, including a preliminary prospectus, in conformity
with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of the Registrable Securities owned by them that are included in such registration;



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| | (d) | Blue Sky
| | --- | --------

register and
qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection
therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions;



| | (e) | Underwriting
| | --- | ------------

in the
event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement in usual and customary form, with the managing underwriter(s) of such offering. Each Holder participating in such underwriting shall
also enter into and perform its obligations under such an agreement;



| | (f) | Notification
| | --- | ------------

notify each
Holder of Registrable Securities covered by such registration statement at any time (i) when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus
included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of
the circumstances then existing, (ii) of the issuance by the Commission of any stop order suspending the effectiveness of such registration statement or the initiation of any proceedings for that purpose, (iii) of the receipt by the
Company or its legal counsel of any notification with respect to the suspension of the qualification of the Ordinary Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, and (iv) of any
request by the Commission for amendments or supplements to such registration statement or the prospectus included therein or for additional information;



| | (g) | Post-Effective Amendments
| | --- | -------------------------

upon the occurrence of any event contemplated by Section 5(f)(i) above, promptly prepare a post-effective amendment to such
registration statement or a supplement to the related prospectus or file any other required document so that, as thereafter delivered to the Holders, the prospectus will not contain an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. If the Company notifies the Holders in accordance with Section 5(f)(i) above to suspend the use of the prospectus
until the requisite changes to the prospectus have been made, then the Holders shall suspend use of such prospectus and use their reasonable efforts to return to the Company all copies of such prospectus (at the Companys expense) other than
permanent file copies then in such Holders possession, and the period of effectiveness of such registration statement provided for above shall be extended by the number of days from and including the date of the giving of such notice to the
date Holders shall have received such amended or supplemented prospectus pursuant to this Section 5(g);



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| | (h) | Opinion and Comfort Letter
| | --- | --------------------------

furnish, at the request of any Holder requesting registration of Registrable Securities, on the date that such Registrable Securities are
delivered to the underwriters for sale, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes
effective, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably
satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a comfort letter dated as of such
date, from the independent auditors of the Company, in form and substance as is customarily given by independent auditors to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders
requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities;



| | (i) | Compliance with Securities Law
| | --- | ------------------------------

comply with all applicable rules and regulations of the Commission, and make earnings statements satisfying the provisions of Section 11(a) of the Securities Act generally available to the Holders in
a timely manner;



| | (j) | Listing Applications
| | --- | --------------------

cause all such Registrable Securities to be listed on each securities exchange or quotation system on which similar securities issued by
the Company are listed or traded;



| | (k) | Company Disclosure
| | --- | ------------------

make
reasonably available for inspection by a maximum of two representatives of the Holders, any underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other agent retained by such
representative or any such underwriter all relevant financial and other records, pertinent corporate documents and properties of the Company and cause the Companys officers, directors and employees to supply all relevant information reasonably
requested by such representative or any such underwriter, attorney, accountant or agent in connection with the registration; and



| | (l) | Transfer Agent
| | --- | --------------

procure
the cooperation of the Companys transfer agent in settling any offering or sale of Registrable Securities, including with respect to the transfer of physical stock certificates into book-entry form in accordance with any procedures reasonably
requested by the Holders or the underwriters.



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|6. | Furnish Information
|-- | -------------------

It shall be a condition precedent to the obligations of the Company to take any action pursuant to Section 2, 3 or 4 that the selling
Holder or Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them, and the intended method of disposition of such securities as shall be reasonably required to timely effect the
registration of their Registrable Securities.



|7. | Indemnification
|-- | ---------------

In the event any Registrable Securities are included in a registration statement under Section 2, 3 or 4:



| | (a) | By the Company
| | --- | --------------

To the
extent permitted by law the Company will indemnify and hold harmless each Holder, the partners, officers and directors of each Holder, any underwriter (as determined in the Securities Act) for such Holder and each person, if any, who controls such
Holder or underwriter within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended (the 1934 Act), against any losses, claims, damages, or liabilities (joint or several) to which they may become
subject under the Securities Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or
violations (collectively a Violation):



| | (i) | any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus
contained therein or any amendments or supplements thereto;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading; or
| | ---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (iii) | any violation by the Company of the Securities Act, the 1934 Act, any federal or state securities law or any rule or regulation promulgated under the Securities Act,
the 1934 Act or any federal or state securities law in connection with the offering covered by such registration statement;
| | ----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

and the Company will reimburse each such Holder, partner, officer or director, underwriter or controlling person for any legal or other expenses reasonably incurred by them, as incurred, in connection
with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in paragraph 7(a) shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action
to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder, partner, officer, director,
underwriter or controlling person of such Holder.



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| | (b) | By Selling Holders
| | --- | ------------------

To
the extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls the Company within the meaning
of the Securities Act, any underwriter and any other Holder selling securities under such registration statement or any of such other Holders partners, directors or officers or any person who controls such Holder within the meaning of the
Securities Act or the 1934 Act, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person, underwriter or other such Holder, partner or director, officer or
controlling person of such other Holder may become subject under the Securities Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon
any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such
Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other Holder, partner, officer, director or controlling person of such other Holder in connection
with investigating or defending any such loss, claim, damage, liability or action: provided, however, that the indemnity agreement contained in this paragraph 7(b) shall not apply to amounts paid in settlement of any such loss, claim,
damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld; and provided, further, that the total amounts payable in indemnity by a Holder under this
paragraph 7(b) in respect of any Violation shall not exceed the net proceeds received by such Holder in the registered offering out of which such Violation arises.



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| | (c) | Contribution
| | --- | ------------

If the
indemnification provided for in this Section 7 from the indemnifying party is unavailable to an indemnified party hereunder in respect of any losses, claims, damages, liabilities or expenses referred to therein, then the indemnifying party, in
lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative
fault of the indemnifying party and indemnified parties in connection with the actions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of such
indemnifying party and indemnified parties shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a
material fact, has been made by, or relates to information supplied by, such indemnifying party or indemnified parties, and the parties relative intent, knowledge, access to information and opportunity to correct or prevent such action. The
amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any
investigation or proceeding. If the allocation provided in this paragraph (c) is not permitted by applicable law, the parties shall contribute based upon the relevant benefits received by the Company from the offering of the Registrable
Securities on the one hand and the net proceeds received by the Holders from the sale of the Registrable Securities on the other.

The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 7(c) were determined by pro rata allocation or by any other method of allocation which does
not take account of the equitable considerations referred to in the immediately preceding paragraph. No Person (as defined in the 1934 Act) guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall
be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.



| | (d) | Notice
| | --- | ------

Promptly after
receipt by an indemnified party under this Section 7 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under
this Section 7, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other
indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and
expenses to be paid by the indemnifying party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflict of interests between such indemnified party and
any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action shall relieve such indemnifying party of liability to the
indemnified party under this Section 7 to the extent the indemnifying party is prejudiced as a result thereof, but the omission so to deliver written notice to the indemnifying party will not relieve it of any liability that it may have to any
indemnified party other than under this Section 7.



| | (e) | Survival
| | --- | --------

The obligations
of the Company and the Holders under this Section 7 shall survive until the fifth anniversary of the completion of any offering of Registrable Securities in a registration statement, regardless of the expiration of any statutes of limitation or
extensions of such statutes.



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|8. | Exercise of Registration Rights by the Holder
|-- | ---------------------------------------------

Prior to the date that is 180 days after the date of the Closing, the Company shall have no obligations pursuant to Sections 2, 3 and 4 of this Agreement with respect to any Registrable Securities
proposed to be sold by a Holder in a registration statement pursuant to Section 2, 3 or 4.



|9. | Assignment
|-- | ----------

The
registration rights under this Agreement may be assigned by any Holder to a transferee of Registrable Securities that, after such transfer, holds more than one percent (1%) of the Companys outstanding Ordinary Shares; provided,
however, that:



| | (a) | without the prior written consent of the Company, no Holder may assign any Registrable Securities to any Person (as defined in the Purchase Agreement) that engages in
the Business (as defined in the Purchase Agreement);
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) | no party may be assigned any of such rights unless the Company is given written notice by the assigning party at the time of such assignment stating the name and
address of the assignee and identifying the securities of the Company as to which the rights in question are being assigned; and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | any such assignee shall receive such assigned rights subject to the terms and conditions of this Agreement, including without limitation the provisions in this
Section 9.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|10. | Reports Under the 1934 Act
|--- | --------------------------

With a view to making available to the Holders the benefits of Rule 144 and any other rule or regulation of the Commission that may at any time permit a Holder to sell securities of the Company to the
public without registration or pursuant to a registration on Form F-3, the Company agrees to:



| | (a) | make and keep public information available, as those terms are understood and defined in Rule 144, at all times after the date hereof;
| | --- | --------------------------------------------------------------------------------------------------------------------------------------



| | (b) | file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the 1934 Act; and
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | furnish to any Holder, so long as the Holder owns any Registrable Securities, forthwith upon request (i) a written statement by the Company that it has complied
with the reporting requirements of Rule 144 (at any time after ninety (90) days after the effective date of the first registration statement filed by the Company), the Securities Act and the 1934 Act (at any time after it has become subject to
such reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant to Form F-3 (at any time after it so qualifies), (ii) a copy of the most recent annual or quarterly report of the Company and such other
reports and documents so filed by the Company, and (iii) such other information as may be reasonably requested to avail any Holder of any rule or regulation of the Commission that permits the selling of any such securities without registration
or pursuant to such form.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|11. | Termination of the Companys Obligations
|--- | ----------------------------------------

The Company shall have no obligations pursuant to Sections 2, 3 and 4 from the earlier of (x) the date that is three (3) years and six (6) months after the Closing Date (as defined in the
Share Purchase Agreement) and (y) such time as the Holders in the aggregate beneficially own, directly or indirectly, such number of Outstanding Registrable Securities that constitute less than twenty percent (20%) of the Seller Shares, as
adjusted for any stock split, stock dividend or any similar issuance in respect of such Seller Shares.



|12. | Term and Amendment
|--- | ------------------



| | (a) | Term
| | --- | ----

This Agreement
shall become effective immediately at the Closing, and may be terminated at any time with the written consent of all Holders of Registrable Securities then outstanding and entitled to the registration rights set forth in this Agreement.



| | (b) | Amendment
| | --- | ---------

Any provision
of this Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Company and all Holders of Registrable Securities
then outstanding and entitled to the registration rights set forth in this Agreement. Any amendment or waiver effected in accordance with this Section 12 shall be binding upon all parties hereto.



|13. | Severability
|--- | ------------

If
at any time any one or more provisions hereof is or becomes invalid, illegal, unenforceable or incapable of performance in any respect, the validity, legality, enforceability or performance of the remaining provisions hereof shall not thereby in any
way be affected or impaired, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.



|14. | Entire Agreement
|--- | ----------------

This Agreement constitutes the entire agreement and understanding between the parties in connection with the subject matter of this
Agreement and supersedes all previous proposals, representations, warranties, agreements or undertakings relating thereto whether oral, written or otherwise and no party hereto has relied or is entitled to rely on any such proposals,
representations, warranties, agreements or undertakings.



14



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|15. | Specific Performance
|--- | --------------------

The parties hereto agree that irreparable damage would occur in the event any provision of this Agreement were not performed in accordance with the terms hereof and that the parties shall be entitled to
specific performance of the terms hereof, in addition to any other remedy at law or equity.



|16. | Counterparts
|--- | ------------

This
Agreement may be executed in any number of counterparts and by the parties on separate counterparts, each of which, when so executed and delivered, shall be an original but all the counterparts shall together constitute one and the same instrument.



|17. | Notices and Other Communication
|--- | -------------------------------

Any notice or other communication to be given under this Agreement shall be in writing and may be sent by post or delivered by hand or given by facsimile or by courier to the address or fax number from
time to time designated, the initial address and fax number so designated by each party being set out in Schedule 1 attached hereto. Any such notice or communication shall be sent to the party to whom it is addressed and must contain
sufficient reference and/or particulars to render it readily identifiable with the subject-matter of this Agreement. If so delivered by hand or given by facsimile such notice or communication shall be deemed received on the date of dispatch and if
so sent by post shall be deemed received three (3) Business Days after the date of dispatch (in the case of local mail) and five (5) Business Days after the date of dispatch (in the case of overseas registered/certified mail).

Each person making a communication hereunder by facsimile shall promptly confirm by telephone to the person to whom such communication
was addressed, but the absence of such confirmation shall not affect the validity of any such communication.



|18. | Governing Law and Jurisdiction
|--- | ------------------------------

This Agreement shall be governed by and construed in accordance with the laws of State of New York, U.S.A. and the parties irrevocably submit to the non-exclusive jurisdiction of the New York courts in
respect of this Agreement.



|19. | Aggregation of Shares
|--- | ---------------------

All Ordinary Shares held or acquired by an Affiliate of any Seller shall be aggregated together for the purpose of determining the availability of any rights under this Agreement.



15



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|20. | Effectiveness
|--- | -------------

Notwithstanding anything to the contrary in this Agreement, this Agreement shall only become effective subject to, and contemporaneously
with, the closing of the transactions contemplated by the Purchase Agreement.

(Signature Page to Follow)



16



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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year
first above written.



COMPANYBy:

/s/ David SunName:

David SunTitle:

Director




---

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
date and year first above written.



GSS III MONROE HOLD GS LIMITEDBy:

/s/ Jeffrey Hugh MacdonnellName:

Jeffrey Hugh MacdonnellTitle:

Alternate Director to J. Timothy Morris


Signature Page to Share Purchase Agreement



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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
date and year first above written.



MERRYLIN INTERNATIONAL INVESTMENT LIMITEDBy:

/s/ Shen FeiyuName:

Shen FeiyuTitle:

Director


Signature Page to Share Purchase Agreement