Exhibit 10.16


 


Registered Trademark Sub-license Agreement


 


Sub-licensor:
Beijing Anhui Wanxing Science & Technology Co., Ltd. (Party A)


 


Sub-licensee:  Beijing Tuozhan Industrial & Trading
Development Co., Ltd. (Party B)


 


In
accordance with the relevant provisions of the Trademark Law of the People’s
Republic of China (“PRC”) and the Implementing Rules of the Trademark Law of
the PRC, Party A and Party B, after mutual friendly negotiation, agree to the
sub-license of certain registered trademarks, and executed the Registered
Trademark Sub-license Agreement (this “Agreement”) on July 1, 2010 at the
conference room of Beijing Anhui Wanxing Science & Technology Co., Ltd.,
the terms of which are as follows:


 


Article
1 Trademarks Sub-licensed by Party A to Party B


 


Party
A is the exclusive licensee of the registered trademark “Lentuo” (the “Registered
Trademark”), the registration number of which is 3316554, and the detailed
information related to the Registered Trademark is as follows:


 


1.1
Name and Address of the Owner of the Registered Trademark


 


The
owner of the Registered Trademark is Hetong Guo, whose address is 501, Unit 6
Building 1, Luxin Block, Tanzhesi Town, Mentougou District, Beijing.


 


1.2
the Registered Trademark


 


1.3
Sub-license of the Registered Trademark


 


1.3.1
Type of Services the Registered Trademark
Sub-licensed to be Used in


 


Party
A agrees to sub-license Party B to use the Registered Trademark in the type of
services described under the Registered Trademark Certificate of the Registered
Trademark, i.e. class 37, which shall include the motor vehicle maintenance and
repair, car wash (small), service stations (vehicle -), vehicle repair, vehicle
maintenance, vehicle wash (cleaning), vehicle gas station.


 


1.3.2
Territory


 


Party
A grants Party B a sub-license to use the Registered Trademark in all the areas
within the PRC.


 


1.3.3
Nature of the Sub-license


 


The
sub-license to use the Registered Trademark granted by Party A to Party B
hereunder shall be non-exclusive.


 


1

















 


Article
2 Term of Sub-license


 


The
term of the sub-license granted hereunder shall be from the date hereof to
August 20, 2014.  Subject to the
successful extension of the Registered Trademark, the
term of this Agreement shall be automatically extended the same period as the
valid term of the Registered Trademark.


 


Article
3 Royalties


 


Party B shall pay royalties to Party A for its use
of the Registered Trademark on an annual basis, which shall be 1-5% of its
revenue (or on a pro rata basis if the actual use of the sub-license is less
than one year).


 


Any adjustment of the royalties shall be separately
agreed by Party A and Party B in writing.


 


Party B shall remit the royalties to the bank
account designated by Party B by wire transfer prior to December 31 of each
calendar year.


 


Article
4 Filing of this Agreement with Competent Governmental Authority


 


Party
A and Party B shall jointly conduct the formalities required for the filing of
this Agreement with the competent governmental authority at the cost of Party B.  The
filing of this Agreement shall not affect the effectiveness of this Agreement.


 


Article 5 Use of the Registered Trademark


 


Party
B shall not change the words, figure or the combination of both of the
Registered Trademark without Party A’s consent, and shall not use the
Registered Trademark in any services other than those agreed by both parties.


 


Article
6 Sublicense of the Registered Trademark


 


Party B shall not sublicense the Registered
Trademark to any third party.


 


Article
7 Warranty on Service Quality


 


In
order to ensure that the quality of the relevant services to be provided by Party B meets the requirements of Party A and the owner of the Registered Trademark, the parties
shall jointly take the following measures:


 


1.
Party A and the owner of the Registered Trademark may supervise
the services provided by Party B and inspect the services and quality of the
services provided by Party B;


 


2.
Party B shall deliver the standard or internal policy regarding the services to
be provided by it to Party A and the owner of
the Registered Trademark for their review and
consent;


 


3.
Party A and Party B shall assume the liability to keep in confidence the
information related to the production and operation of the parties.


 


Article
8 Extension of the Registered Trademark


 


Party
A shall procure the owner of the Registered
Trademark to conduct the formalities related to the extension of the Registered
Trademark and any other formalities required to guarantee the validity of the
Registered Trademark.


 


2

















 


Article
9 Liability for Breach of Agreement


 


Party
A or Party B shall compensate the other party for any losses or damages
sustained by the other party resulted from any violation by Party A or Party B
of its obligations hereunder.


 


Article
10 Dissolution and Termination


 


1.
This Agreement may be terminated prior to the
expiration of the term upon mutual agreement between Party A and Party B in
writing.


 


2.
Termination by Party A


 


During
the term of this Agreement, Party A undertakes unconditionally and irrevocably
that it may not terminate this Agreement at its sole discretion except in the
event of the following events:


 


(1)
Party B fails to pay the royalties on a timely basis and fails to pay such
royalties within three months after Party A notifies of Party B with respect
thereto;


 


(2)
the services provide by Party B under the Registered Trademark fail to meet the
required requirements, which materially affects the reputation of the Registered
Trademark, and Party B fails to rectify after being warned by Party A.


 


3.
If Party A assigns the Registered Trademark to a third party during the term of
this Agreement, such assignment shall not affect the performance of this
Agreement; provided that it shall require the prior written consent of Party
B.  Party B shall be entitled to
immediately terminate this Agreement if the ownership to the Registered
Trademark of the owner is cancelled by the State Trademark Office due to
reasons attributable to the owner of the Registered Trademark.


 


4.
Party A and Party B shall inform the State Trademark Office within one month
following the termination of this Agreement.


 


Article
11 Governing Law and Dispute Resolution


 


The
conclusion, performance and interpretation of this Agreement shall be governed
by the PRC law.  Any dispute arising out
of the performance of this Agreement shall first be resolved through friendly
negotiation between the two parties.  If
the parties fail to reach any agreement within one month following the
occurrence of such dispute, either party may file a lawsuit to the competent
court.


 


Article
12 Effectiveness


 


This
Agreement shall come into effectiveness upon being executed by Party A and
Party B and affixing of the corporate seals of each party.  This Agreement shall be executed in three
counterparts, with each of Party A and Party B to hold one and one to be file
with the State Trademark Office.


 


3

















 


	
  Party
  A: Beijing Anhui Wanxing Science & Technology Co., Ltd.

  	
   

  	
  Party B: Beijing Tuozhan Industrial
  & Trading Development Co., Ltd.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Signed
  by the legal representative:

  	
   

  	
  Signed
  by the legal representative:

  
	
   

  	
   

  	
   

  
	
  Corporate
  Seal of Party A:

  	
   

  	
  Corporate
  Seal of Party B:

  



 


4

















 


Appendix 1 Copy of the Trademark Registration Certificate


 


5

















 


Schedule


 


Beijing Anhui Wanxing Science & Technology Co.,
Ltd. also entered into similar Registered Trademark Sub-license Agreements with
other affiliated entities
with respect to the use of the “Lentuo” trademark in the same category of goods
and services as in this Registered Trademark Sub-license Agreement.  In addition, Beijing Anhui Wanxing Science
& Technology Co., Ltd. also entered into similar Registered Trademark Sub-license
Agreements with all the affiliated entities with respect to the use of the “Lentuo” trademark in other categories
of goods and services (as so permitted under relevant trademark certificates).  All such agreements are substantially
identical in all material respects to the one in this exhibit (except for the
concerned affiliated entities and the concerned categories of goods and
services) and thus are omitted from this exhibit pursuant to Instruction 2 to
Item 601 of Regulation S-K.


 


Set forth below is a list of such other categories
of goods and services for which the registered trademark is permitted to be used:


 


1.          Class 35, Registration Number 3316552 (organizing exhibitions for
commercial or advertising purposes; hotel management; sales promotion services
for others persons; import-export agencies; organizing trade fairs for
commercial or advertising purposes; organizing trade fairs for commercial or
advertising purposes; advertising agencies; advertising design;
advertisement plan; and public relations)


 


2.          Class 36, Registration Number 3316551 (installment payment services)


 


3.          Class 39, Registration Number 3316553 (on road emergency assistance
services; transportation brokerage services; emergency transportation services;
vehicle rental services; coach rental services and chauffeuring services)


 


Set forth below is a list of the other affiliated
entities who also entered into similar Registered Trademark Sub-license
Agreements:


 


1.          Beijing Aotong Automobile Trading Co., Ltd.


 


2.          Beijing Lentuo Chengxin Commercial & Trading Co., Ltd.


 


3.          Beijing Yuantongqiao Toyota Automobile Trading Co., Ltd.


 


4.          Beijing Tuojiacheng Commercial & Trading Co., Ltd.


 


5.          Beijing Lentuo Huitong Automobile Sales Service Co., Ltd.


 


6.          Beijing Tuozhan Automobile Repair Co., Ltd.


 


7.          Beijing Lentuo Automobile Leasing Co., Ltd


 


6