Exhibit 4.5


 


SHAREHOLDERS AGREEMENT


 


FEBRUARY 2010


 


MODERN CYBER INTERNATIONAL LIMITED


 


GAEATEC INTERNATIONAL LIMITED


 


VIOLET GOLD
INTERNATIONAL LIMITED


 


HOVEREX  INTERNATIONAL LIMITED


 


RICH SONIC INTERNATIONAL LIMITED


 


ROLL WHEEL INTERNATIONAL LIMITED


 


and


 


NEWMAN
INVESTMENTS LIMITED


 


and


 


LENTUO INTERNATIONAL INC.


 

















 


CONTENTS


 


	
  Clause

  	
   

  	
   

  	
   

  	
  Page

  
	
  1.

  	
   

  	
  Certain Definitions

  	
   

  	
  1

  
	
  2.

  	
   

  	
  Business

  	
   

  	
  4

  
	
  3.

  	
   

  	
  Election of Directors;
  Management

  	
   

  	
  5

  
	
  4.

  	
   

  	
  Right of First Offer

  	
   

  	
  7

  
	
  5.

  	
   

  	
  Right of First Refusal;
  Co-Sale Right

  	
   

  	
  8

  
	
  6.

  	
   

  	
  Meetings of Shareholders

  	
   

  	
  10

  
	
  7.

  	
   

  	
  Covenants

  	
   

  	
  10

  
	
  8.

  	
   

  	
  Miscellaneous

  	
   

  	
  13

  
	
  9.

  	
   

  	
  Confidentiality and
  Announcements

  	
   

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit A ADHERENCE DEED

  	
   

  	
   

  



 

















 


LENTUO INTERNATIONAL INC.


 


SHAREHOLDERS’ AGREEMENT


 


THIS SHAREHOLDERS’ AGREEMENT (the “Agreement”)  is made as of February, 2010, by and among:-


 


(1)          MODERN CYBER INTERNATIONAL
LIMITE, a limited liability company incorporated under the laws of
the British Virgin Islands (“Modern Cyber”);


 


(2)                             GAEATEC
INTERNATIONAL LIMITED, a
limited liability company incorporated under the laws of the British Virgin
Islands (“Gaeatec”);


 


(3)                                 VIOLET GOLD INTERNATIONAL LIMITED, a limited liability company incorporated under the
laws of the British Virgin Islands (“Violet Gold”);


 


(4)                                 HOVEREX  INTERNATIONAL LIMITED, a limited liability company incorporated under the laws of the British
Virgin Islands (“Hoverex”);


 


(5)                                 RICH SONIC
INTERNATIONAL LIMITED, a
limited liability company incorporated under the laws of the British Virgin
Islands (“Rich Sonic”);  and


 


(6)                                 ROLL WHEEL
INTERNATIONAL LIMITED, a
limited liability company incorporated under the laws of the British Virgin
Islands (“Roll Wheel”);


 


(collectively, the “Existing Shareholders”, and each an “Existing Shareholder”),


 


(7)                                 NEWMAN INVESTMENTS LIMITED, a limited liability company incorporated under the
laws of Samoa (the “Investor”); and


 


(8)                                 LENTUO INTERNATIONAL INC., a limited liability company incorporated under the
laws of the Cayman Islands (the “Company”)


 


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


 


RECITALS


 


A.            The Company and the Investor entered into a Subscription
Agreement dated as of February, 2010 (the “Subscription Agreement”) pursuant to which
the Investor shall subscribe for certain Shares of the Company.


 


B.            The Parties desire to enter into this Agreement to
regulate the management of the Company.


 


THE PARTIES AGREE AS
FOLLOWS:


 


1.             Certain Definitions.  As
used in this Agreement, the following terms have the following respective
meanings:


 


“Adherence
Deed”  means an
adherence deed in the form attached hereto as Exhibit A.


 


“Affiliate”  means, in respect of a Person, any other Person that,
directly or indirectly, through one or more intermediaries, Controls, is
Controlled by, or is under common Control with, such Person, and (a) in
the case of a natural Person, shall include, without limitation, such Person’s
spouse, parents, children, siblings, mother-in-law and father-in-law and
brothers 


 


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and sisters-in-law, (b) in the case of the
Investor, shall include any Person who holds Shares as a nominee for the
Investor, (b) for the purpose of Section 9.3(e) only, in respect
of the Investor, shall also include (i) any shareholder of the Investor, (ii) any
entity or individual which has a direct and indirect interest in the Investor
(including, if applicable, any general partner or limited partner) or any fund  manager thereof; (iii) any Person that directly or
indirectly Controls, is Controlled by, under common Control with, or is managed
by the Investor or its fund manager, (iv) the relatives of any individual
referred to in (ii) above, and (v) any trust Controlled by or held
for the benefit of such individuals.


 


“Agreement”  has the meaning set forth in the preamble to this
Agreement.


 


“Annual
Plans” means annual plans in relation to the
operations of the Group to be approved by the Board.


 


“Board”  means the Company’s board of directors as constituted from
time to time.


 


“Business
Day”  means any day,
excluding Saturdays and Sundays, on which banks in Hong Kong and the People’s
Republic of China are open for business during their normal business hours.


 


“Commission”  means the United States Securities and Exchange Commission,
as constituted from time to time, or any successor agency charged with administering
the Securities Act and/or the Exchange Act.


 


“Control”  with
respect to any third Person shall have the meaning ascribed to it in Rule 405
under the U.S. Securities Act of 1933, as amended, and shall be deemed to exist
in favour of any Person (a) when such Person holds at least twenty percent
(20%) of the outstanding voting securities of such third Person and no other
Persons owns a greater number of outstanding voting securities of such third
Person or (b) over other members of such Person’s immediate family.  Immediate family members include, without
limitation, a Person’s spouse, parents, children, siblings, mother-in-law and
father-in-law and brothers and sisters-in-law. 
The terms “Controlling”  and “Controlled”
have meanings correlative to the foregoing.


 


“Co-Sale
Right”  has the
meaning set forth in Section 5.2 of this Agreement.


 


“Co-Sale
Ratio”  with respect
to the Investor, means the ratio of (a) the number of Ordinary Share owned
by the Investor on the date of the Transfer Notice to (b) the total number
of Ordinary Share owned by the Transferring Shareholder and the Investor on the
date of the Transfer Notice.


 


“Group” or “Group Companies”
means the PRC Holding Company, the PRC Operating Companies, the Company and its
respective Subsidiaries from time to time, and “Group Company” means any one of them.


 


“Investor” means the
Investor, and its respective assignees, transferees or successors.


 


“Investor Consent”
means, at the time of its determination, the prior written consent of the
Investor.


 


“Issuance Notice” has the meaning set forth in
Section 4.2 of this Agreement.


 


“Liens”  means
any mortgage, pledge, lien, charge, assignment, hypothecation, or other
agreement or arrangement which has the same or a similar effect to the granting
of security


 


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“New Securities” means
any share capital of the Company (including reissued shares), whether
authorized or not, and any rights, options, or warrants to purchase or
subscribe share capital of the Company, any notes, debentures or shares and
securities of any type whatsoever that are ultimately, or may become,
convertible into capital stock of the Company issued by the Company.


 


“Ordinary
Shares”  means the
ordinary shares, par value US$1.00 per share of the Company.


 


“Person”  means any individual, sole proprietorship, partnership,
firm, joint venture, estate, trust, unincorporated organization, association,
corporation, institution, public benefit corporation, entity or governmental
authority or other entity of any kind or nature.


 


“PRC”  means the People’s Republic of China, excluding the Hong
Kong Special Administrative Region, Macau Special Administrative Region and the
Islands of Taiwan.


 


“PRC
Holding Company”
means Beijing Lentuo Electron
Mechanical Group Co., Ltd. , a limited liability company incorporated under the
laws of the PRC.


 


“PRC
Operating Companies” means (1), a limited liability company incorporated under the
laws of the PRC, (2), a limited liability company incorporated under the
laws of the PRC, (3), a limited liability company incorporated under the
laws of the PRC, (4), a limited liability company incorporated under the
laws of the PRC, (5), a limited liability company incorporated under the
laws of the PRC, (6), a limited liability company incorporated under the
laws of the PRC, and (7), a limited liability company incorporated under the
laws of the PRC; each a “PRC
Operating Company”.


 


“Pro
Rata Ratio”  with respect
to any Shareholder, means the ratio of: (a) the total number of Ordinary
Share held by such Shareholder to (b) the total number of Ordinary Share
held by all Shareholders.


 


“Pro
Rata Share”  with respect
to any Shareholder, means the ratio of: (a) the total number of Ordinary
Share held by such Shareholder immediately before the proposed allotment and
issue of New Securities to (b) the total number of Ordinary Share held by
all Shareholders of the Company immediately before the proposed allotment and
issue of New Securities.


 


“Qualified
IPO”  means the
closing of the Company’s first firm commitment, underwritten public offering of
Shares approved unanimously by the Board in connection with which Shares (or
the shares of a company of which the Company is a wholly owned subsidiary
established for the purpose of listing (the “Listco”))
is listed and becomes publicly traded on an internationally recognized
securities exchange acceptable to the Investor or the NASDAQ National Market or
the issue or transfer of shares in a company whose shares are listed on an
internationally recognized stock exchange acceptable to the Investor or on
NASDAQ National Market for which shares approval for listing and trading has
been duly obtained and which shares are issued or transferred in consideration
of the acquisition of the Shares of the Company or the shares of the Listco,
provided, however, that: (X) such
transaction or listing shall have a valuation of the Listco of not less than
US$300 million 


 


3

















 


(calculated by multiplying the offering price
per share with the total number of Shares issued by the Company or the Listco
immediately after the listing); (Y) such
number of shares offered shall not be lower than the minimum public float
requirement prescribed in the listing rules of the securities exchange
where listing is sought; and (Z) the
shares held by the Investor shall not be subject to any lock-up other than (i) regulatory
lock-up as may be required by the securities exchange where listing is sought;
and (ii) shortest lock-up period proposed by the underwriters solely for
the purpose of marketing the offering of the Shares.


 


“Related
Party”  shall mean,
with respect to any Person, (a) any Affiliate of such Person, (b) each
Person that serves as a director, officer, partner, executor, or trustee of such
Person (or in any other similar capacity), (c) any Person with respect to
which such Person serves as a general partner or trustee (or in any other
similar capacity), (d) any Person that has direct or indirect beneficial
ownership of voting securities or other voting interests representing at least
ten percent (10%) of the outstanding voting power or equity securities or other
equity interests representing at least ten percent (10%) of the outstanding
equity interests (a “Material Interest”)  in such Person, and (e) any Person in which such
Person holds a Material Interest.


 


“Related
Transaction” means the transactions between any of the Group
Companies and its Related Parties.


 


“Reserved
Matters”  means the
matters specified in Section 7.1, which shall not be consummated without
Investor Consent.


 


“Right
of First Offer”  has the
meaning set forth in Section 4.1 of this Agreement.


 


“Right
of First Refusal has the meaning set forth in Section 5.1
of this Agreement.


 


“Securities
Act”  means the
United States Securities Act of 1933, as amended, and the rules and
regulations of the Commission promulgated thereunder, all as from time to time
in effect.


 


“Senior
Manager”  means, with
respect to any Group Company, the chief executive officer of such company and
any member of management reporting directly to the board of directors or chief
executive officer of such company.


 


“Share”  means any Ordinary Share.


 


“Shareholders”  means the holders of Shares, and “Shareholder”  means any one of them.


 


“Stock”  has the meaning set forth in Section 5.1 of this
Agreement.


 


“Subsidiary”  means, with respect to any Person that is not an
individual, any corporation, partnership, or other entity, Controlled by such
Person.


 


“Transfer
Notice”  has the
meaning set forth in Section 5.1 of this Agreement.


 


“Transferring
Shareholders”  has the
meaning set forth in Section 5.1 of this Agreement.


 


2.             Business.


 


The business of the Group Companies shall be
sale, maintenance and repair, rent of automobiles, brokerage of second-hand
automobiles and any other business activities relating to automobiles.


 


4

















 


3.             Election of Directors; Management.


 


3.1          Board Composition.  The number of persons comprising
the Board shall be nine (9).  The
Investor shall be entitled to nominate, and to remove from office and replace
one (1) non-executive director of the Company and PRC Holding Company (the
“Investor Representative”).  The Investor Representative shall have the
right to appoint alternate or proxy to attend any meeting of the Board and to
vote on matters before the Board on behalf of the Investor by which he was
nominated.  The Investor shall procure
the Investor Representative to resign from its office of the non-executive
director of the Company and PRC Holding Company if its shareholding in the
Company is less than 5% of the total issued and outstanding share capital of
the Company


 


3.2          Meetings of the Board;
Quorum.  The Board shall meet
at least once every three (3) calendar months.  A quorum for any meeting of the Board shall
consist of four (4) Directors present in person or by telephone or video
conference. If, within one hour from the time of the meeting specified in the
notice given pursuant to Section 3.3, such a quorum is not present, the
meeting shall be adjourned to the same day in the following week at the same
time and place and, if at such adjourned meeting, such a quorum is still not
present, those Directors present (including the Investor Representative) shall
be deemed a quorum and may, subject to Section 7, transact the business
for which the adjourned meeting was originally convened.


 


3.3          At least three (3) Business Days’ written notice shall
be given to each Director of any meeting of the Board unless all the Directors
approve a shorter notice period.  Any
notice shall include an agenda identifying in reasonable detail the matters to
be discussed at the meeting together with copies of any relevant papers to be
discussed at the meeting.  If any matter
is not identified in reasonable detail in the agenda, the Board shall not
decide upon it, unless all Directors agree in writing.  No amendments or additions shall be made to
such agenda following such delivery without the unanimous consent of all the
Directors.  Minutes of each meeting of
the Board shall be sent to each Director within thirty (30) days of the
conclusion of such meeting.


 


3.4          The chairman of the Board (“Chairman”)  shall be appointed by the Board and shall have a term of
office determined by the Board.  The
Chairman shall preside, or in his absence, the Board may by a simple majority
vote to elect one of the Directors to preside temporarily, as chairman of all
meetings of the Board and of the meetings of the Shareholders, but shall not
have a casting vote in the event of an equality of votes.


 


3.5          Matters arising at any meeting of the Board shall be
decided by a simple majority of votes, provided that any action or resolution
of the Directors to approve, effect or otherwise consummate any of the
following matters on behalf of the Company shall require the affirmative vote
of a simple majority of the Board, including the affirmative vote of the
Investor Representative:


 


(a)           Make any distribution of profits to the Shareholders by
way of interim or final dividend, capitalization of reserves or otherwise.


 


(b)           Settle or alter the terms of any profit sharing scheme or
any employee share option or share participation scheme.


 


(c)           Amend the accounting policies previously adopted, change
the fiscal or financial year of the Company.


 


(d)           Appoint or change the auditors of any Group Company.


 


(e)           Change the number of persons comprising the Board.


 


5

















 


(f)            Increase or reduce the power of the Board.


 


(g)           Acquire any investment or incur any commitment, or acquire
any share capital or other securities of any body corporate, or establish any
brands not within the Annual Plans, and the relevant amount of each single
transaction or a series of related transactions exceeds 5% of the audited
consolidated total assets of the Company as at the end of the latest financial
year.


 


(h)           Borrow any money or obtain any financial facilities from
any external third parties not within the Annual Plans, and exceeding the sum
of RMB10,000,000 for any single borrowings or a total aggregate amount of
RMB50,000,000 in respect of all such borrowings obtained in any financial year.


 


(i)            Provide any guarantee or undertaking in favour of a third
party or any other act which may result in contingent liabilities of the
Company not within the Annual Plans, and exceeding the sum of RMB10,000,000 for
any single transaction or a total aggregate amount of RMB30,000,000 in respect
of all such transactions in any financial year.


 


(j)            Create, allow to arise or issue any debenture
constituting a pledge, lien or charge (whether by way of fixed or floating
change, mortgage encumbrance or other security) security interest, guarantee,
claim, restriction, equity or encumbrances of any nature whatsoever on any of
the property, undertaking, assets or rights of any Group Company.


 


(k)           Approve or make adjustments or modifications to terms of
transactions involving the interest of any director or shareholder of any Group
Company, including but not limited to the making of any loans or advances,
whether directly or indirectly, or the provision of any guarantee, indemnity or
security for or in connection with any indebtedness of liabilities of any
director or shareholder of any Group Company.


 


(l)            Increase, reduce or cancel the authorized or issued share
capital of any Group Company or issue, allot, purchase or redeem any shares or
securities convertible into or carrying a right of subscription in respect of
shares or any share warrants or grant or issue any options rights or warrants
or which may require the issue of shares in the future or do any act which has
the effect of diluting or reducing the effective shareholding of the Investor
in the Company or their effective interest in any Group Company.


 


(m)          Sell, transfer, license, charge, encumber or otherwise
dispose of any trademarks, patents or other intellectual property owned by any
Group Company. For the avoidance of any doubt, the existing authorised use of
an intellectual property shall be valid until its expiry.


 


(n)           Make any alteration or amendment to the Memorandum of
Association or Articles of Association of the Company, or the constitutional
documents of any other Group Company.


 


(o)           Dispose of or dilute the Company’s direct or indirect
interest in any of its Subsidiaries not within the Annual Plans, and the
relevant amount of each individual transaction or a series of related
transactions exceeds 5% of the audited consolidated total assets of the Company
as at the end of the latest financial year.


 


(p)           Cease to conduct or carry on the business of any Group
Company as now conducted or change any part of its business activities.


 


(q)           Sell or dispose of the whole or a material part of the
undertaking, goodwill or assets of any Group Company.


 


6

















 


(r)            Pass any resolution for the winding up or dissolution of
any Group Company or undertake any merger, reconstruction or liquidation
exercise concerning any Group Company or apply for the appointment of a
receiver, manager or judicial manager or like officer in respect of any Group
Company.


 


(s)            Approve any transfer of shares or interests in any Group
Company.


 


(t)            Commence, institute, defend or maintain any litigation,
legal proceedings, arbitration, mediation or any other dispute resolution
procedures which are material to the Group.


 


(u)           Enter into any abnormal or unusual contract or contract
outside the ordinary course of business of the Company which are material to
the Group.


 


(v)           Incur of any capital expenditure by the Company not within
the Annual Plans, exceeding the sum of RMB10,000,000 for any single transaction
or a total aggregate amount of RMB30,000,000 in respect of any financial year.


 


(w)          Matters in relation to initial public offering of any
interests of the Company, including but not limited to time, price, listing
place, except for the Qualified IPO.


 


(x)           Initial public offering of any securities of the Company
(except for the Qualified IPO), including but not limited to shares, bonds
and/or convertible bonds.


 


(y)           Conduct Related Transaction otherwise than those in the
Annual Plans exceeding the sum of RMB10,000,000 for any single Related
Transaction or a total aggregate amount of RMB30,000,000 in respect of all
Related Transaction within consecutive 12 months.


 


3.6          Written Resolution.  A resolution signed in writing by
all the Directors (which resolution may consist of several counterparts) shall
be as valid and effective as if passed at a duly convened meeting of the Board.


 


4.             Right of First Offer.


 


4.1          Right of First Offer and
Right of Oversubscription With Respect to New Securities.  Subject to the provisions of
Sections 4.2 and 4.3, the Company grants to each of the Shareholders the right
(the “Right of First Offer”)  to subscribe its Pro Rata Share of New Securities which the
Company may, from time to time, propose to allot and issue and the right of
oversubscription if any Shareholder elects not to subscribe its Pro Rata Share
of such New Securities (the “Oversubscription Right”).  The Company shall
offer to the Shareholders for subscription their Pro Rata Share of the New
Securities on the same terms and at the same price at which the Company
proposes to allot and issue the New Securities. 
The New Securities which have not been accepted for subscription by any
of the Shareholders who fail to exercise their rights of first offer or fail to
complete the subscription of their Pro Rata Shares shall first be offered to
the Shareholders who have exercised their Oversubscription Rights within the
Issuance Notice Period pro rata to the number of additional New Securities
which such Shareholders have agreed to take up above their Pro Rata Shares
provided that no Shareholder shall be obliged to subscribe more New Securities
above its Pro Rata Share than such additional New Securities it indicates its
agreement to take up under this Section 4.1.  Thereafter the Company shall have the right
to sell all remaining New Securities pursuant to Section 4.3 of this
Agreement.


 


4.2          Issuance Notice.  In the event the Company proposes
to issue New Securities, it shall give each of the Shareholders a written
notice (the “Issuance Notice”)  of its intention, describing the type of New Securities,
the price, the terms upon which the Company proposes 


 


7

















 


to issue the same, and an offer for
subscription the number of shares which that each of the Shareholders is
entitled to subscribe pursuant to Section 4.1 of this Agreement, and a
statement that each of the Shareholders shall have twenty (20) days from the
date of receipt of the Issuance Notice to accept the offer for subscription
under Issuance Notice (the “Issuance Notice Period”).  Within the Issuance
Notice Period, each of the Shareholders may elect to subscribe its Pro Rata
Share of the New Securities and to exercise its Oversubscription Right for the
price and upon the terms specified in the issuance Notice by: (a) giving
written notice to the Company within the Issuance Notice Period, (b) forwarding
payment for its Pro Rata Share of New Securities to the Company if immediate
payment is required by the terms of the Issuance Notice, and (c) if the
Oversubscription Right is exercised, the amount of additional New Securities it
agrees to subscribe above its Pro Rata Share.


 


4.3          Subscription of New
Securities.  In the event any
of the Shareholders fails to exercise its right of first offer within the
Issuance Notice Period and subject to the other Shareholders’ Oversubscription
Rights, the Company shall have ninety (90) days thereafter to enter into an
agreement (pursuant to which the subscription of New Securities covered by the
Issuance Notice shall be closed, if at all, within sixty (60) days after the
date of that agreement) to allot and issue the New Securities in respect of
which the rights of the Shareholders were not exercised, at a price and upon
general terms no more favourable to the subscriber of the New Securities than
specified in the Issuance Notice.  In the
event the Company has not entered into an agreement with regards to the New Securities
within this ninety (90) day period (or allotted and issued New Securities in
accordance with the foregoing within sixty (60) days from the date of the
agreement), the Company shall not thereafter allot or issue any New Securities
without first offering the New Securities to each of the Shareholders in the
manner provided above.


 


4.4          Validity. The
Right of First Offer under this Section 4 shall expire upon the Qualified
IPO.


 


5.             Right of First Refusal; Co-Sale Right.


 


5.1          Right of First Refusal.


 


(a)           Subject to the provisions of this Section 5.1 of this
Agreement, if any Existing Shareholder (the “Transferring
Shareholder”) proposes to sell or otherwise transfer any
Ordinary Shares or other voting securities of the Company now owned or
subsequently acquired by the Transferring Shareholder (the “Stock”)  or
any interest therein to any person or entity then the Investor shall have a
right of first refusal (the “Right of First Refusal”)  to purchase the Stock proposed to be sold or otherwise
transferred.


 


(b)           The Transferring Shareholder shall give a written notice
(the “Transfer Notice”)  to the Investor describing fully the proposed transfer,
including the number of Shares proposed to be transferred, the proposed
transfer price, the name and address of the proposed transferee.  The Transfer Notice shall be signed by the
Transferring Shareholder, accompanied by a written certification by such
Transferring Shareholder that the proposed transferee is a bona fide purchaser
and the Transfer Notice constitutes a binding commitment of the Transferring Shareholder
and the proposed transferee, with or without conditions, for the transfer of
that Stock subject to the Right of First Refusal of the Investor.


 


(c)           The Investor shall then have the right to purchase its Pro
Rata Ratio of the Stock subject to the Transfer Notice at a price per share
equal to the proposed per share transfer price, by delivery of a notice of
exercise of its Right of First Refusal within five (5) days after the date
the Transfer Notice is delivered to the Remaining Shareholders.


 


8














 


5.2          Co-Sale Right.  If the Transferring Shareholder is
the Existing Shareholder, then the Investor who does not exercise its Right of
First Refusal pursuant to Section 5.1 above shall have the right,
exercisable upon written notice to the Transferring Shareholder within five (5) days
after the date the Transfer Notice is delivered to the Investor, to participate
in the sale of Stock on substantially the same terms and conditions as the
Transferring Shareholder to the extent of the Investor’s Co-Sale Ratio with
respect to its Stock (the “Co-Sale Right”).  Notice of exercise of a Co-Sale Right shall
indicate the number of shares the Investor wishes to sell under its Co-Sale
Right.  The Investor may elect to sell
all or some of the shares then held by it up to the Investor’s Co-Sale Ratio
with respect to its Stock.  To the extent
the Investor exercises its Co-Sale Right in accordance with the terms and
conditions set forth in this Section 5.2, the Transferring Shareholder (i) may
only sell its shares if the proposed transferee completes the purchase of the
shares which the Investor seeks to sell pursuant to the exercise of its Co-Sale
Right, and (ii) shall, at the request of the Investor, reduce the number
of shares to be sold by the number of shares that the Investor wishes to sell
under its Co-Sale Right.


 


(a)           Delivery of
Certificates.  The Investor
shall effect its participation in the sale by promptly delivering to the
Transferring Shareholder for transfer to the prospective purchaser one or more
certificates, properly endorsed for transfer, which represent the type and
number of shares which the Investor elects to sell.  The Investor shall be required to give any
representations and warranties to the purchaser other than a representation and
warranty that such Stock is sold by the Investor as beneficial owner free from
Liens other than those under this Agreement, the Memorandum of Association and
the Articles of Association of the Company.


 


(b)           Sales Proceeds.  The stock certificate or
certificates that the Investor delivers to the Transferring Shareholder
pursuant to Section 5.2(a) shall be transferred to the prospective
purchaser in consummation of the sale of the Stock pursuant to substantially
the same terms and conditions as specified in the Transfer Notice, and the
Transferring Shareholder shall upon receiving the same from the prospective
purchaser concurrently remit to the Investor that portion of the sale proceeds
to which the Investor is entitled by reason of its participation in the sale.  To the extent that any prospective purchaser
or purchasers prohibits assignment or otherwise refuses to purchase shares or
other securities from the Investor, the Transferring Shareholder shall not sell
to the prospective purchaser or purchasers any Stock unless and until,
simultaneously with the sale, the Transferring Shareholder purchases those
shares or other securities from the Investor.


 


5.3          Sale by Transferring
Shareholder.  If and to the
extent that the Investor does not exercise its Right of First Refusal or its
Co-Sale Right in aggregate with respect to the sale of all the Stock subject to
the Transfer Notice within the relevant prescribed period, the Transferring
Shareholder may, not later than 90 days following delivery to the Company and
the Investor of the Transfer Notice, conclude a bona fide transfer of all of
the Stock covered by the Transfer Notice on terms and conditions not more
favourable to the transferee or transferor than those described in the Transfer
Notice.  Any proposed transfer on terms
and conditions more favourable than those described in the Transfer Notice, as
well as any subsequent proposed transfer of any Stock by the Transferring
Shareholder, shall again be subject to the Right of First Refusal and Co-Sale
Right of the Investor and shall require compliance by the Transferring
Shareholder with the procedures described in this Section 5.


 


5.4          No Adverse Effect.  The Investor’s exercise or
non-exercise of the Right of First Refusal or the Co-Sale Right shall not
adversely affect their rights to participate in subsequent transfers of Stock
by the Transferring Shareholder subject to the provisions of this Section 5.


 


9

















 


6.             Meetings of Shareholders


 


6.1          Meetings of the Shareholders shall be held at least once
every twelve (12) calendar months and, subject to Section 7, any matter
arising at any meeting of the Shareholders shall be decided by votes of not
less than a majority of all the issued and outstanding Ordinary Shares of the
Company voting in favour of such matter and the quorum necessary for the
transaction of business at a meeting of the Shareholders shall be at least four
(4) Shareholders, each present in person or by proxy together holding not
less than sixty percent (60%) of all the issued and outstanding Ordinary Shares
of the Company.


 


6.2          If, within one (1) hour from the time of the meeting
specified in the notice given pursuant to Section 6.3, the quorum
specified in Section 7.1 is still not present, the meeting shall stand
adjourned to the same day in the following week at the same time and place and,
if at such adjourned meeting, such a quorum is still not present those
Shareholders present, provided that there are at least two (2) Shareholders
present in person or by proxy shall be deemed a quorum and may, subject to Section 7,
transact the business for which the adjourned meeting was originally
convened.  The Parties acknowledge that
the quorum provisions in this Section 6.2 may be modified or amended in
connection with subsequent equity financings of the Company to the extent
agreed with the Investor in such subsequent financings and the Shareholders.


 


6.3          At least ten (10) days written notice of any meeting
of the Shareholders shall be given to each member of the Company by the Board
unless all Shareholders approve a shorter notice period.  Any notice shall include an agenda
identifying in reasonable detail the matters to be discussed at the meeting
together with copies of any relevant papers to be discussed at the
meeting.  If any matter is not identified
in reasonable detail, the Shareholders shall not decide upon it, unless all
Shareholders agree in writing.


 


6.4          Any member of the Company may participate in any meeting of
the Shareholders by telephone, video conferencing or other means by which all
participants may speak and hear each other, and any Member so participating
shall be deemed to be present in person at such meeting.


 


6.5          A resolution in writing (in one or more counterparts)
signed by all Shareholders for the time being entitled to receive notice of and
to attend and vote at meetings of the Shareholders shall be as valid and
effective as if the same had been passed at a meeting of the Shareholders duly
convened and held.


 


7.             Covenants


 


7.1          Matters requiring Investor
Consent.  In addition to any
other rights provided by law and the provisions of the Articles of Association
or Memorandum of Association of the Company, the Company shall not, and shall
procure that the Group Companies shall not, and the Existing Shareholders shall
procure that the Existing Shareholders and the Group Companies shall not,
without first obtaining the consent of the Investor, effect or otherwise
consummate any of the following:


 


(a)           Make any distribution of profits to the Shareholders by
way of interim or final dividend, capitalization of reserves or otherwise.


 


(b)           Settle or alter the terms of any profit sharing scheme or
any employee share option or share participation scheme.


 


(c)           Amend the accounting policies previously adopted, change
the fiscal or financial year of the Company.


 


(d)           Appoint or change the auditors of any Group Company.


 


10

















 


(e)           Change the number of persons comprising the Board.


 


(f)            Increase or reduce the power of the Board.


 


(g)           Acquire any investment or incur any commitment, or acquire
any share capital or other securities of any body corporate, or establish any
brands not within the Annual Plans, and the relevant amount of each single
transaction or a series of related transactions exceeds 5% of the audited
consolidated total assets of the Company as at the end of the latest financial
year.


 


(h)           Borrow any money or obtain any financial facilities from
any external third parties not within the Annual Plans, and exceeding the sum
of RMB10,000,000 for any single borrowings or a total aggregate amount of
RMB50,000,000 in respect of all such borrowings obtained in any financial year.


 


(i)            Provide any guarantee or undertaking in favour of a third
party or any other act which may result in contingent liabilities of the
Company not within the Annual Plans, and exceeding the sum of RMB10,000,000 for
any single transaction or a total aggregate amount of RMB30,000,000 in respect
of all such transactions in any financial year.


 


(j)            Create, allow to arise or issue any debenture
constituting a pledge, lien or charge (whether by way of fixed or floating
change, mortgage encumbrance or other security) security interest, guarantee,
claim, restriction, equity or encumbrances of any nature whatsoever on any of
the property, undertaking, assets or rights of any Group Company.


 


(k)           Approve or make adjustments or modifications to terms of
transactions involving the interest of any director or shareholder of any Group
Company, including but not limited to the making of any loans or advances,
whether directly or indirectly, or the provision of any guarantee, indemnity or
security for or in connection with any indebtedness of liabilities of any
director or shareholder of any Group Company.


 


(l)            Increase, reduce or cancel the authorized or issued share
capital of any Group Company or issue, allot, purchase or redeem any shares or
securities convertible into or carrying a right of subscription in respect of
shares or any share warrants or grant or issue any options rights or warrants
or which may require the issue of shares in the future or do any act which has
the effect of diluting or reducing the effective shareholding of the Investor
in the Company or their effective interest in any Group Company.


 


(m)          Sell, transfer, license, charge, encumber or otherwise
dispose of any trademarks, patents or other intellectual property owned by any
Group Company. For the avoidance of any doubt, the existing authorised use of
an intellectual property shall be valid until its expiry.


 


(n)           Make any alteration or amendment to the Memorandum of
Association or Articles of Association of the Company, or the constitutional
documents of any other Group Company.


 


(o)           Dispose of or dilute the Company’s direct or indirect
interest in any of its Subsidiaries not within the Annual Plans, and the
relevant amount of each individual transaction or a series of related
transactions exceeds 5% of the audited consolidated total assets of the Company
as at the end of the latest financial year.


 


(p)           Cease to conduct or carry on the business of any Group
Company as now conducted or change any part of its business activities.


 


11

















 


(q)           Sell or dispose of the whole or a material part of the
undertaking, goodwill or assets of any Group Company.


 


(r)            Pass any resolution for the winding up or dissolution of
any Group Company or undertake any merger, reconstruction or liquidation
exercise concerning any Group Company or apply for the appointment of a
receiver, manager or judicial manager or like officer in respect of any Group
Company.


 


(s)            Approve any transfer of shares or interests in any Group
Company.


 


(t)            Commence, institute, defend or maintain any litigation,
legal proceedings, arbitration, mediation or any other dispute resolution
procedures which are material to the Group.


 


(u)           Enter into any abnormal or unusual contract or contract
outside the ordinary course of business of the Company which are material to
the Group.


 


(v)           Incur of any capital expenditure by the Company not within
the Annual Plans, exceeding the sum of RMB10,000,000 for any single transaction
or a total aggregate amount of RMB30,000,000 in respect of any financial year.


 


(w)          Matters in relation to initial public offering of any
interests of the Company, including but not limited to time, price, listing
place, except for the Qualified IPO.


 


(x)           Initial public offering of any securities of the Company
(except for the Qualified IPO), including but not limited to shares, bonds
and/or convertible bonds.


 


(y)           Conduct Related Transaction otherwise than those in the
Annual Plans exceeding the sum of RMB10,000,000 for any single Related
Transaction or a total aggregate amount of RMB30,000,000 in respect of all
Related Transaction within consecutive 12 months.


 


7.2          Protection of Reserved
Matters; Each of the Company and the Shareholders jointly and
severally undertakes to the Investor that it shall exercise all its rights and
powers in relation to the Company and the Group Companies so as to procure
that, subject to applicable law, no resolutions to approve, authorize and
ratify any of the Reserved Matters.


 


7.3          Control of Directly Owned
Subsidiaries.  The Company
will exercise or refrain from exercising any voting rights or other powers of
Control which it may have in or over any of its directly owned subsidiaries
(each a “Directly Owned Subsidiary”)  so as to ensure that none of the actions set out in Section 7.1
will be taken by any such Directly Owned Subsidiary without the same prior
approval as required under Section 7.1, insofar as it is not inconsistent
with or contrary to the laws and regulations of the jurisdiction in which such
Directly Owned Subsidiary is organized. 
For this purpose, references in Section 7.1 to the Company shall be
construed as references to such Directly Owned Subsidiary.


 


7.4          Control of Indirectly
Owned Subsidiaries.  The
Company will cause each of its Directly Owned Subsidiaries to exercise or
refrain from exercising any voting rights or other powers of Control (whether direct
or indirect) which it may have in or over any company which is a subsidiary of
any Directly Owned Subsidiary (each an “Indirectly Owned
Subsidiary”)  so as to
ensure that none of the actions set out in Section 7.1 will be taken by
such Indirectly Owned Subsidiary without the same prior approval as required
under Section 7.1, insofar as it is not inconsistent with or contrary to
the laws and regulations of the jurisdiction in which such Indirectly Owned
Subsidiary is organized.  For this
purpose, references in Section 7.1 to the Company shall be construed as
references to such Indirectly Owned Subsidiary.


 


12

















 


7.5          Obtaining a Qualified
IPO.  The Company and the
Existing Shareholders undertake to use their best efforts to cause a Qualified
IPO on or prior to 31 December 2010.


 


7.6          Non-Competition. Each
Existing Shareholder undertakes to other Shareholders that the Company is and
will continue to be its sole operating entity carrying out the current business activities of the Company.


 


7.7          Change of Control. Subject to the Investor Consent, the Existing Shareholders shall remain
their control over the Company.


 


8.             Miscellaneous.


 


8.1          Governing Law.  This Agreement shall be governed
by, and construed in accordance with, the laws of the Hong Kong Special
Administrative Region, excluding those laws that direct the application of the
laws of another jurisdiction.


 


8.2          Dispute Resolution.


 


(a)           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 parry hereto a written
request for such consultation.  If within
30 days following the date on which such notice is given the dispute cannot he
resolved, the dispute shall be submitted to arbitration upon the request of
either party with notice to the other.


 


(b)           The arbitration shall be conducted in Hong Kong under the
auspices of the Hong Kong International Arbitration Centre (the “Centre”).  There shall be three
arbitrators.  Each opposing party to a
dispute shall be entitled to appoint one arbitrator, and the third arbitrator
shall be jointly appointed by the disputing parties or, failing which the
Centre shall appoint the third arbitrator.


 


(c)           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.


 


(d)           The arbitrators shall decide any dispute submitted by the
parties to the arbitration strictly in accordance with the substantive laws of
Hong Kong and shall not apply any other substantive law.


 


(e)           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.


 


(f)            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.


 


(g)           Either party shall be entitled to seek preliminary injunctive
relief from any court of competent jurisdiction pending the constitution of the
arbitral tribunal.


 


8.3          Counterparts and Facsimile
Execution.  This Agreement may
be executed in two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.  Any counterpart or other
signature delivered by 


 


13

















 


facsimile shall be deemed for all purposes as
being a good and valid execution and delivery of this Agreement by that party.


 


8.4          Notices.  Except as may be otherwise
provided herein, all notices, requests, waivers and other communications made
pursuant to this Agreement shall be in writing and shall be conclusively deemed
to have been duly given (a) when hand delivered to the other party; (b) when
printed confirmation sheet verifying successful transmission of the facsimile
is generated by the sender’s machine, when sent by facsimile at the number set
forth below (or hereafter amended by subsequent notice to the parties hereto); (c)
five (5) Business Days after deposit in the mail as certified mail,
receipt requested, postage prepaid and addressed to the other party as set
forth below; or (d) three (3) Business Days after deposit with an overnight
delivery service, postage prepaid, addressed to the parties as set forth below,
provided that the sending party receives a confirmation of delivery from the
delivery service provider.


 


	
  To:

  	
  MODERN CYBER INTERNATIONAL LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Tel. No.:

  
	
   

  	
   

  
	
   

  	
  Fax No.:

  
	
   

  	
   

  
	
   

  	
  Attention:

  
	
   

  	
   

  
	
  To:

  	
  GAEATEC INTERNATIONAL LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Tel. No.:

  
	
   

  	
   

  
	
   

  	
  Fax No.:

  
	
   

  	
   

  
	
   

  	
  Attention:

  
	
   

  	
   

  
	
  To:

  	
  VIOLET GOLD
  INTERNATIONAL LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Tel. No.:

  
	
   

  	
   

  
	
   

  	
  Fax No.:

  
	
   

  	
   

  
	
   

  	
  Attention:

  
	
   

  	
   

  
	
  To:

  	
  HOVEREX INTERNATIONAL LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Tel. No.:

  
	
   

  	
   

  
	
   

  	
  Fax No.:

  
	
   

  	
   

  
	
   

  	
  Attention:

  



 


14

















 


	
  To:

  	
  RICH SONIC INTERNATIONAL LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Tel. No.:

  
	
   

  	
   

  
	
   

  	
  Fax No.:

  
	
   

  	
   

  
	
   

  	
  Attention:

  
	
   

  	
   

  
	
  To:

  	
  ROLL WHEEL INTERNATIONAL LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Tel. No.:

  
	
   

  	
   

  
	
   

  	
  Fax No.:

  
	
   

  	
   

  
	
   

  	
  Attention:

  
	
   

  	
   

  
	
  To:

  	
  NEWMAN INVESTMENTS
  LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Tel. No.:

  
	
   

  	
   

  
	
   

  	
  Fax No.:

  
	
   

  	
   

  
	
   

  	
  Attention:

  
	
   

  	
   

  
	
  To:

  	
  LENTUO INTERNATIONAL INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Tel. No.:

  
	
   

  	
   

  
	
   

  	
  Fax No.:

  
	
   

  	
   

  
	
   

  	
  Attention:

  



 


Each person making a communication hereunder by
facsimile shall promptly confirm by telephone to the person to whom such
communication was addressed each communication made by it by facsimile pursuant
hereto but the absence of such confirmation shall not affect the validity of
any such communication.  A party may
change or supplement the addresses given above, or designate additional
addresses, for purposes of this Section 8.4 by giving the other parties
written notice of the new address in the manner set forth above.


 


8.5          Severability.  In case any provision of this
Agreement shall be invalid, illegal, or unenforceable, the validity, legality,
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.


 


8.6          Entire Agreement;
Successors and Assigns.  Except
as specifically referenced in this Agreement, this Agreement, together with the
Exhibit to this Agreement, constitute the entire contract among the
Parties with respect to the subject matter of this Agreement.  Any prior or contemporaneous agreement,
discussion, understanding, or correspondence among the parties (including any
prior representations or warranties given by the Parties) regarding the subject
matter of this Agreement is superseded by this Agreement.  Subject to the exceptions specifically set
forth in this Agreement, the terms and conditions of this Agreement shall inure



 


15

















 


to the benefit of and be binding upon the
respective executors, administrators, heirs, successors, and assigns of the
Parties to this Agreement.


 


8.7          Conflict with Charter
Documents.  In the event of
any conflict or inconsistency between the provisions of this Agreement and the
provisions of the Company’s Articles or Memorandum of Association or other
constitutional documents, the parties shall, notwithstanding the conflict or
inconsistency, act so as to effect the intent of this Agreement to the greatest
extent possible under the circumstances and shall promptly amend the
conflicting constitutional documents to conform to this Agreement to the
greatest extent possible.


 


8.8          Termination.  The provisions of this Agreement,
save for Sections 1, 2, 8 and 9 and other provisions that by their express
terms survive termination, shall cease to have effect immediately upon a
Qualified IPO and no parties shall have any rights or obligations under these
provisions (save as excepted above) save for any obligations arising in
connection prior to the Qualified IPO.


 


8.9          Liquidation Preference. Immediately prior to the Qualified IPO,
the Investor shall be entitled to receive in preference to the existing
Shareholders an amount of up to US$18,000,000 together with all declared but
unpaid dividends in the event of liquidation.


 


9.             Confidentiality and Announcements.


 


9.1          Disclosure of Terms.  No Party shall, without the prior
written approval of the Investor, make any announcement concerning or otherwise
disclose or divulge any information concerning any Investor’s involvement with
or interest in any Group Company including (without limitation) the subject
matter and the terms and conditions set forth in this Agreement and the
Subscription Agreement, and negotiations relating thereto, which shall be
confidential information (collectively, “Confidential Information”);  provided, however, that the
Investor and the Company may disclose or make announcements with respect to the
amount of funds raised by the Company, and the identity of the Investor.


 


9.2          Confidentiality
Period.  Each Party (other
than the Investor) shall at all times after the date of this Agreement keep
confidential, and not directly or indirectly reveal, disclose or use for any
purpose, any Confidential Information, howsoever received or obtained.


 


9.3          Permitted
Disclosures.  The prohibitions
set out in Sections 9.1 and 9.2 do not apply to:


 


(a)           information which was in the public domain or otherwise
known to a Party (the “Disclosing Party”)  before it was provided to the Disclosing Party by another
Party, or entered the public domain otherwise than as a result of (a) a
breach by the Disclosing Party of this Section 9, or (b) a breach of
a confidentiality obligation by the another person, where such breach was known
to the Disclosing Party;


 


(b)           disclosure of Confidential Information which is legally
compelled by any law, the order of any court, the requirements of a stock
exchange or to obtain tax or other clearances or consents from any relevant
authority that is applicable to the Disclosing Party, and provided that the
Disclosing Party shall promptly provide the other Parties with written notice
of that fact, in accordance with Section 8.4, so that such other Parties
may seek a protective order, confidential treatment or other appropriate
remedy.  In such event, the Disclosing
Party shall furnish only that portion of the Confidential Information which is
legally required and shall exercise reasonable efforts to obtain reliable
assurance that confidential treatment will be accorded such Confidential
Information to the extent requested by the other Parties hereto;


 


16

















 


(c)           information disclosed by the Investor to its advisers,
consultants, auditors, directors, officers, employees, stockholders, investors
or insurers;


 


(d)           information disclosed by the Investor to a bona fide
potential purchaser of or investor in the shares in the capital stock of the
Company; or


 


(e)           information disclosed by the Investor Representative to
the Investor that appointed him, or its Affiliates.


 


9.4          Existing Shareholders’
Obligations.  The Existing
Shareholders shall cause the observance of this Section 9 by each Group
Company, shall allow access to Confidential Information only to directors,
officers and employees of the Group Companies whose duties require them to
possess such Confidential Information, and shall take all reasonable steps to
minimize the risk of disclosure of Confidential Information.


 


9.5          Other Information.  The provisions of this Section 9
shall be in addition to, and not in substitution for, the provisions of any
separate nondisclosure agreement executed by any of the Parties hereto with
respect to the transactions contemplated hereby.


 


[Remainder of this page intentionally
left blank]


 


17

















 


IN WITNESS WHEREOF,
the parties to this Agreement have executed this Shareholders’ Agreement as of
the day and year first above written.


 


	
   

  	
  MODERN CYBER INTERNATIONAL
  LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Hetong Guo

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
				



 


[SHAREHOLDERS’ AGREEMENT
SIGNATURE PAGE]


 














 


	
   

  	
  GAEATEC
  INTERNATIONAL LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jing Yang

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
				



 


[SHAREHOLDERS’ AGREEMENT
SIGNATURE PAGE]


 

















 


	
   

  	
  VIOLET
  GOLD INTERNATIONAL LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Miusi Yang

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
				



 


[SHAREHOLDERS’ AGREEMENT
SIGNATURE PAGE]


 

















 


	
   

  	
  HOVEREX
  INTERNATIONAL LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Xiaoli Geng

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
				



 


[SHAREHOLDERS’ AGREEMENT
SIGNATURE PAGE]


 

















 


	
   

  	
  RICH
  SONIC INTERNATIONAL LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chuanxin Sun

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
				



 


[SHAREHOLDERS’ AGREEMENT
SIGNATURE PAGE]


 

















 


	
   

  	
  ROLL
  WHEEL INTERNATIONAL LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Xueyuan Han

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
				



 


[SHAREHOLDERS’ AGREEMENT
SIGNATURE PAGE]


 

















 


	
   

  	
  NEWMAN INVESTMENTS LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Weimin Yin

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
				



 


[SHAREHOLDERS’ AGREEMENT
SIGNATURE PAGE]


 

















 


	
   

  	
  LENTUO
  INTERNATIONAL INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Hetong Guo

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
				



 


[SHAREHOLDERS’ AGREEMENT
SIGNATURE PAGE]


 

















 


EXHIBIT A


 


ADHERENCE
DEED


 


ADHERENCE DEED


 


THIS ADHERENCE DEED is made
the                                        
day of
                                                         by
[       ], a company incorporated in
[     ] with registered number
[     ] whose registered office is at
[       ] (“New
Shareholder”)


 


RECITALS


 


A.            On [    ], 2010, the shareholders of LENTUO
INTERNATIONAL INC. (the “Company”)  entered into a shareholders’ agreement (the “Shareholders’ Agreement”), to which
the substantial form of this Adherence Deed forms A.


 


B.            The New Shareholder is the intended transferee of
[   ] [Ordinary Shares] of par value [US$1.00] each (“Transferred Shares”)  in the capital of the Company from [...] (“Transferor”)  and
in accordance with Section 5 of the Shareholders’ Agreement is executing
this Deed.


 


THIS DEED WITNESSES as follows:


 


1.             Interpretation.  Capitalized
terms not otherwise defined in this Deed shall have the meanings given to then
in the Shareholders’ Agreement.


 


2.             Covenant; Enforceability.  The
New Shareholder hereby ratifies and accedes to the terms of, agrees to be bound
by, and assumes all rights and obligations under the terms and conditions of,
the Shareholders’ Agreement, as if the New Shareholder had been an original
party to the Shareholders’ Agreement in the same capacity as the Transferor; provided,
however, that the New Shareholder shall not have the benefit of any rights
of the Transferor under the Shareholders’ Agreement which are expressed to be
non-transferable by the terms thereof. 
The existing Shareholders shall be entitled to enforce the Shareholders’
Agreement against the New Shareholder.


 


3.             Governing Law.  This
Adherence Deed shall be governed by and construed in all respects in accordance
with the laws of Hong Kong.


 


IN WITNESS WHEREOF this Adherence Deed has been
executed [as a deed] by the New Shareholder on the date set forth above.


 


	
  [NEW SHAREHOLDER]

  	
  )

  
	
  in the presence of:

  	
  )

  



 














 


SUPPLEMENTARY AGREEMENT


 


TO


 


SHAREHOLDERS’ AGREEMENT


 


THIS
SUPPLEMENTARY AGREEMENT TO SHAREHOLDERS’ AGREEMENT (this “Agreement”)  is made as of October 28, 2010, by
and among:


 


(1)                                  LENTUO INTERNATIONAL INC., a limited liability company incorporated under the
laws of the Cayman Islands (the “Company”);


 


(2)                                  GAEATEC INTERNATIONAL LIMITED, a limited liability company incorporated under the
laws of the British Virgin Islands (“Gaeatec”);


 


(3)                                  MODERN CYBER INTERNATIONAL LIMITED, a limited liability company incorporated under the
laws of the British Virgin Islands (“Modern
Cyber”);


 


(4)                                  VIOLET GOLD INTERNATIONAL LIMITED, a limited liability company incorporated under the
laws of the British Virgin Islands (“Violet
Gold”);


 


(5)                                  HOVEREX  INTERNATIONAL
LIMITED, a limited liability company incorporated under the laws of
the British Virgin Islands (“Hoverex”);


 


(6)                                  RICH SONIC INTERNATIONAL LIMITED, a limited liability company incorporated under the
laws of the British Virgin Islands (“Rich
Sonic”);


 


(7)                                  ROLL WHEEL INTERNATIONAL LIMITED, a limited liability company incorporated under the
laws of the British Virgin Islands (“Roll
Wheel”); and


 


(8)                                  NEWMAN INVESTMENTS LIMITED, a limited liability company incorporated under the
laws of Samoa (the “Investor”),


 


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


 


RECITALS


 


A.            The
Company, Gaeatec, Modern Cyber, Violet Gold, Hoverex, Rich Sonic, Roll Wheel,
and the Investor entered into a Shareholders’ Agreement dated as of
February 2010 (the “Shareholders’
Agreement”), which specifies the regulation over the Company by
the Shareholders and the rights and obligations of each Shareholder following
the consummation of the Investor’s investment in the Company; and


 


B.            Having
agreed to amend relevant provisions in the Shareholders’ Agreement and having
reached agreement on such amendments, the Parties desire to enter into a
written agreement to confirm such amendments.


 


1

















 


NOW,
THEREFORE, in consideration of the foregoing premises, the Parties agree as
follows:


 


1.                                       The Parties agree that the definition of “Qualified
IPO” in Article 1. Certain Definitions
in the Shareholders’ Agreement shall be amended to the effect that the listing
of the Listco on a foreign stock exchange resulting in the Listco having a
market capitalization of not less than US$300 million shall be removed from the
conditions for the determination of the Qualified IPO; and


 


2.                                       The Parties
agree that this Agreement shall take effect as of the date of execution and
shall constitute an integral part of the Shareholders’ Agreement upon
execution.  This Agreement shall be
binding upon the Parties unless terminated in writing by the Parties.


 


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page intentionally left blank]


 


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[Signature
Page]


 


IN
WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
respective representatives as of the date first above written.


 


 


	
   

  	
  LENTUO
  INTERNATIONAL INC.  

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Hetong Guo

  
	
   

  	
   

  	
   

  
	
   

  	
  GAEATEC
  INTERNATIONAL LIMITED  

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Jing Yang

  
	
   

  	
   

  	
   

  
	
   

  	
  MODERN
  CYBER INTERNATIONAL LIMITED  

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Hetong Guo

  
	
   

  	
   

  	
   

  
	
   

  	
  HOVEREX
  INTERNATIONAL LIMITED  

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Xiaoli Geng

  
	
   

  	
   

  	
   

  
	
   

  	
  VIOLET
  GOLD INTERNATIONAL LIMITED  

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Miusi Yang

  
	
   

  	
   

  	
   

  
	
   

  	
  RICH
  SONIC INTERNATIONAL LIMITED  

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Chuanxin Sun

  
	
   

  	
   

  	
   

  
	
   

  	
  ROLL
  WHEEL INTERNATIONAL LIMITED 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Xueyuan Han

  
	
   

  	
   

  	
   

  
	
   

  	
  NEWMAN
  INVESTMENTS LIMITED 

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  Weimin
  Yin

  



 


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