Exhibit 10.11


 


EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT


 


THIS EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT (the “Agreement”) is entered into by and
between the following parties on January 28, 2010.


 


Party A: LENTUO HK LIMITED, a limited liability company
duly established and valid existing under the HK SAR laws. Registered Address: Room 42,
4th Floor,
New Henry House, 10 Ice House Street, Central, Hong Kong.


 


Party B: BEIJING LENTUO
ELECTROMECHANICAL GROUP CO., LTD. (“LENTUO”), a limited liability company duly established and valid
existing under the PRC laws. Registered Address: 38 Guangqudong Road, Chaoyang
District, Beijing, P.R.C.


 


Party C: BBEIJING TUOZHAN
INDUSTRIAL & TRADING DEVELOPMENT CO., LTD., a limited liability
company duly established and valid existing under the PRC laws. Registered
Address: 292 Zhangjiadian, Shibalidian Town, Chaoyang District, Beijing, P.R.C.


 


WHEREAS,


 


1.          Party B holds 100% equity interest in Party C;


 


2.          Party C and Beijing Anhui Wanxing Science &
Technology Co., Ltd. (“Anhui Wanxing”)
have entered into a series of Agreements including the Exclusive Consulting and
Service Agreement.


 


NOW
THEREFORE, through mutual negotiations, the Parties hereto agree as follows:


 


1.         Transfer
of Equity Interest


 


1.1        Granting Right


 


Under the PRC law,
Party B hereby irrevocably grants Party A the
exclusive right to purchase, or designate one or more persons (the “Specified Person”) to purchase, a portion or whole of the
Equity Interest of Party C held by Party B at the price set forth in Article 1.3
hereof in accordance with the procedure promulgated by Party A at any time in 


 


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Party A’s
discretion.(the “Purchase Right”). Except for Party
A and the Specified Person, Party C shall not sell the Equity Interest to any
third party. Party C hereby agrees that Party B may grant the Purchase Right to
Party A. For the purpose of this Agreement, the “person” stipulated herein
refers to individual, corporation, joint venture, partnership, enterprise,
trust or non-corporation organization.


 


1.2        Procedure


 


The exercise of the Purchase Right by Party A shall
subject to the laws and regulations of the PRC. When Party A intends to
exercise the Purchase Right, it shall issue a written notice (the “Purchase Notice”) to 
Party B which shall contain the following items: (a) Party A
intends to exercise the Purchase Right; (b) the percentage of the Equity
Interest to be purchased therewith (the “Purchased Equity Interest”);
and (c) the effective date or transfer date.


 


1.3        Transfer Fee


 


The Transfer Fee (“Transfer Fee”)
shall be confirmed by and between Party A and Party B through negotiation
according to the appraisal of the Equity Interest approved by the competent
authority, and it shall be the lowest price allowable by the PRC laws and
regulations. Party B hereby unconditionally and irrevocably agrees that, in the
event that Party A exercises its Purchase Right, Party B shall unconditionally
refund to Party A the Transfer Fee in full.


 


1.4        Transfer of the Equity
Interest


 


Each time When Party
A exercises the Purchase Right:


 


1.4.1        Party B shall procure that
Party C convene shareholders’ meeting timely and shall pass the shareholders’
resolutions that Party B could transfer to Party A or the Specified Person the
Equity Interest.


 


1.4.2        Party B shall enter into
Equity Transfer Agreement with Party A (or the Specified Person, if applicable)
in accordance with this Agreement and Purchase Notice.


 


1.4.3        Related parties shall
execute all other necessary agreements or documents, and obtain all necessary
government approvals and consents, and take all necessary actions to lawfully
transfer the title to the Equity Interests to Party A or the Specified Person
and procure Party A or the Specified Person to be registered as the holder of
the Equity Interest. The Equity Interest should be free from any Security
Interest. For the purpose of this Agreement, Security Interest shall include
guarantee, mortgage, any third  party’s
right or interest, any purchase right, preemption right, offset right and any
other security arrangements. Notwithstanding 


 


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the foregoing, the Security Interest shall not
include any security interest accrued in accordance with this Agreement and the
Equity Interest Pledge Agreement which is entered into by and between Party B
and Anhui Wanxing on January 28, 2010 (“Equity
Interest Pledge Agreement”). According to the Equity Interest Pledge
Agreement, Party B shall pledge all the equity possessed by Party B in Party C
to Anhui Wanxing as a guarantee to the performance of the Exclusive Technical
Consulting and Service Agreement which is entered into by and between Party C
and Anhui Wanxing on January 28, 2010 (“Exclusive
Technical Consulting and Service Agreement”).


 


1.5        Payments for the Equity
Interest


 


1.5.1        Party A shall pay the
Transfer Fee to Party B in accordance with Article 1.3 hereof.


 


2.         Warranties
Relating to the Equity Interest


 


2.1        Party C hereby guarantees that:


 


2.1.1        Absent prior written consent
of Party A or the Specified Person, Party C will not supplement, amend, or
modify any provision of the Articles of Association of the company, and shall
not increase or decrease its registered capital, or alter the equity structure
in other methods.


 


2.1.2        Party C shall be legally
existing, and prudently and efficiently operates its business and deals with
corporate affairs in accordance with commercial standards and practice.


 


2.1.3        Absent prior written
consent of Party A or the specific person, Party C shall not sell, transfer,
mortgage or dispose of any asset, business or beneficial right of Party C, or
allow creation of any other Security Interest.


 


2.1.4        Absent prior written
consent of Party A or the specific person, Party C shall not incur, inherit,
guarantee or bear any debt except for (i) the debt is inccurred during the
routine business instead of loan; and (ii) the debt has been disclosed to
Party A and has obtained Party A’s written consent.


 


2.1.5        Party C shall operate its
routine business to keep the value of its assets, and shall not result in any
material influence on its business operation and the value of its asset by acts
or omissions.


 


2.1.6        Absent prior written
consent of Party A or the specific person, Party C shall not enter into any
material agreement except for the 


 


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purpose of routine
business operation. (For the purpose of this provision, an agreement covering
an amount in excess of RMB100,000 shall be deemed as a material agreement).


 


2.1.7        Absent prior written
consent of Party A or the specific person, Party C shall not provide any loan
or credit to any third party.


 


2.1.8        Party C shall provide all
materials relating to its operation and financial status to Party A Upon Party
A’s request.


 


2.1.9        Party C shall effect and
maintain insurance from the insurance company acceptable to Party A. The amount
and types of such insurance shall be the same with the alike companies which
operate the similar business and possess the similar assets with Party C in the
same distraction.


 


2.1.10      Absent prior written
consent of Party A or the specific person, Party C shall not merge with,
combine with or purchase any entity or make investments to any entity.


 


2.1.11      Party C shall promptly
inform Party A of any existing or potential litigation, arbitration, or
administrative procedure in relation to Party C’s assets, business and revenue.


 


2.1.12      Party C shall make all
necessary efforts to maintain the title to its assets, including but not
limited to execute all necessary or proper documents, commence all necessary or
proper claims, or make all necessary or proper defences to all claims.


 


2.1.13      Absent prior written
consent of Party A, Party C shall not distribute any dividend to any
shareholder. Nevertheless, Party C shall immediately distribute all payable
dividends to the shareholders upon request of Party A or the specified person.


 


2.2        Party B hereby guarantees that:


 


2.2.1        Absent prior written
consent of Party A or the specific person, Party B shall not sell, transfer,
mortgage or dispose of any right or interest relating to the Equity Interest,
or allow any creation of other Security Interest on the Equity Interest.
However the Security Interest accrued from this Agreement and the Equity
Interest Pledge Agreement shall be excluded.


 


2.2.2        Party B shall promptly
inform Party A of any existing or potential litigation, arbitration, or
administrative procedure in relation to the Equity Interest.


 


2.2.3        Party B shall make all
necessary efforts to maintain its title to the equity of Party C, including but
not limited to execute all 


 


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necessary or proper
documents, commence all necessary or proper claims, or make all necessary or
proper defences to all claims.


 


2.2.4        Upon the request of Party
A, Party B shall immediately transfer its Equity Interest to Party A or the
Specified Person unconditionally at any time.


 


2.2.5        Party B shall strictly
comply with and duly perform this Agreement and any other agreements entered
into by and between Party B, Party C, and Party A collectively or respectively
and shall not affect the validity and enforceability of such agreements by acts
or omissions.


 


3.         Representations
and Warranties


 


3.1        Party B and Party C hereby
collectively and respectively represent and warrant to Pary A that on and till
the execution date of this Agreement and each and every transfer day
thereafter:


 


3.1.1        It
has the authority and ability to enter into and duly perform this Agreement
and each and every Equity Transfer Agreement executed thereafter by Party B or
Party C collectively or respectively. Such Agreements shall be legally and
effectively binding on the parties thereof and shall be enforceable in
accordance with the provisions thereof.


 


3.1.2        The execution, delivery and performance of
this Agreement or any Equity Transfer Agreement thereafter shall not: (i) violate
any PRC laws; (ii) conflict with its Articles of Association or other
organizational documents; (iii) breach 
any contract or document of which Party B and/or Party C is a party or
which binds Party B and/or Party C; (iv) violate any acquired permit,
approval or any valid qualification thereof; or (v) result in the ceasing
or revocation or additional conditions to the acquired permit or approval.


 


3.1.3        Party
B retains full and transferable title to its assets and facilities and absent
any security interest other than the security
interest accrued in this Agreement and the pledge set by the Equity Interests
Pledge Agreement.


 


3.1.4        Party
B or any person designated by Party B shall unconditionally transfer any
funds obtained from Party C in full
to Party A (including but not limited to dividends, bonus, other rights,
earnings and so forth distributed by Party C.)


 


3.1.5        Prior
to Party A’s lawful exercise of Purchase Right, Party B shall not request Party
C to distribute any dividend, bonus and other right and earning and so forth
absent Party A’s permit.


 


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3.1.6        Party
C has no outstanding debt except for (i) the legal debt, which is
inccurred during its routine business operation instead of loan; (ii) the
debt has been disclosed to Party A and has obtained Party A’s written permit.


 


3.1.7        Party
C shall comply with all applicable laws and regulations relating to equity
transfer.


 


3.1.8        There
is no existing, pending or potential litigation, arbitration, or administrative
procedure in relation to the Equity Interest, assets of Party C and other
matters of Party C.


 


3.2        Party A hereby represents
and warrants to Party B and Party C on the execution date of this Agreement and
each transfer day thereafter:


 


(i)            Party A shall be obligated to provide continual financial support to
Party C in the event that Party C requires to obtain funds support for business
operation,;


 


(ii)           In the event that Party C fails to repay the funds provided by Party A
due to Party C’s operation losses, Party A hereby agrees to forego the right to
seek repayment.


 


4.         Effective Date


 


This Agreement shall take effect upon execution by
the Parties (“Effective Date”), the term shall be ten (10) years, and it
may be extended by another ten (10) years if Party A so requires.


 


5.         Governing Law and Dispute Resolution


 


5.1        Governing Law


 


This Agreement shall be governed by and construed
in accordance with PRC laws.


 


5.2        Dispute Resolution


 


With regards to any
dispute in relation to the interpretation or implementation of this Agreement,
the Parties shall negotiate friendly to settle the dispute.  If it can not be settled within thirty (30)
days from the date any party issuing written notice requesting settlement of
dispute through negotiation, each party has the right to submit it to China
International Economic and Trade Arbitration Committee for arbitration
according to the valid arbitration rules. 
The arbitration shall be held in Beijing.  The arbitration award is final and binding on
each party.


 


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6.         Tax and Expenditures


 


Each party shall bear its own tax, costs and
expenditures relating to preparing for and executing this Agreement and Equity
Transfer Contract and relating to completing the contemplated deal.


 


7.         Notice


 


Any notice or other communication under this
Agreement shall be in Chinese and be sent to the address listed below or other
address as may be designated from time to time by personal delivery or mail or
facsimile. Any notice required or given hereunder shall be deemed to have been
served: (a) the same date if sent by personal delivery; (b) the tenth
date from delivery (subject to the stamp) of a prepaid air-mail, or the fourth
date from delivering to a professional delivery company acknowledged worldwide
if sent by mail; and (c) the receipt date recorded on the transmission
confirmation notice if sent by facsimile.


 


Party
A: LENTUO HK LIMITED, a limited liability company duly established and
valid existing under the HK SAR laws.


 


Registered Address: Room 42,
4th Floor, New Henry House, 10 Ice House Street, Central, Hong Kong


 


Party
B: BEIJING LENTUO ELECTRO MECHANICAL GROUP CO., LTD., a limited liability company duly established and valid existing under
the PRC laws.


 


Registered Address:
38 Guangqudong Road, Chaoyang District, Beijing, PRC


 


Party
C: BBEIJING TUOZHAN INDUSTRIAL & TRADING DEVELOPMENT CO., LTD., a limited liability company duly established and valid existing under
the PRC laws.


 


Registered Address: 292 Zhangjiadian, Shibalidian
Town, Chaoyang District, Beijing


 


8.         Confidentiality


 


8.1        The Parties acknowledge and confirm that any oral or written information
relating to this Agreement communicated among the Parties shall be deemed as confidential information (“Confidential Information”). The Parties shall keep confidential of such
Confidential Information and shall not disclose to any third party unless
having obtained prior written consent from the other parties. Nevertheless,
Confidential Information shall not include information which (a) was at
the date hereof or subsequently becomes public information (otherwise than disclosed
by any party   received such Confidential
Information); (b) is disclosed in
accordance with applicable laws or regulations; or (c) the party who
discloses any Confidential Information to its attorneys or financial advisors
who need to access such information shall ensure that such attorneys or
financial advisors comply with this provision and keep confidential of such
information.  The disclosure by the
employee or agent of Each Party shall be deemed as disclosed by the party
itself, and the party shall be liable of the breach. The Parties agree that the
provisions of 


 


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this Article shall survive notwithstanding the termination of this
Agreement.


 


9.         Further Assurance


 


9.1        The Parties agree that they
will, without any hesitation, execute any necessary documents for the
performance of this Agreement or any documents which is benefit for the purpose
of this Agreement, and will take all necessary actions for the purpose of this
Agreement or take actions which is benefit for the purpose of this Agreement.


 


10.       Miscellaneous


 


10.1      Amendment and supplementation


 


Any revision, amendment
and supplementation of this Agreement shall be in writing and be executed by
Each Party.


 


10.2      Compliance with laws and regulations


 


The Parties shall comply
with all applicable PRC laws and regulations which have been formally issued
and may be publicly acquired.


 


10.3      Entire
agreement


 


Unless it is otherwise
revised, amended or supplemented after execution of this Agreement, this
Agreement constitutes the entire agreement among the parties as to the subject
matter, and supersedes any prior oral or written negotiations, statements or
agreement among the parties relating thereto.


 


10.4      Headings


 


Headings in this
Agreement are only set out for reading convenience, and shall not be used to
interpret, explain or otherwise influence the meaning of the provisions of this
Agreement.


 


10.5      Language


 


This Agreement is made in
Chinese and
English in three originals. The Chinese version will
prevail in the event of any inconsistency between the English and any Chinese
translations thereof.


 


10.6      Severability


 


If any of the terms of this Agreement is declared
invalid, illegal or unenforceable in accordance with any applicable laws or
regulations, the validity and enforceability of the other terms hereof shall
nevertheless remain unaffected, and the Parties hereto agree to, through
friendly negotiation, make valid terms to such invalid, illegal or
unenforceable terms, and the economic results from such valid terms shall  be close to, 


 


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as much as may be possible, the superseded invalid,
illegal or enforceable terms.


 


10.7      Successor


 


This Agreement shall bind the successor of each
party or the transferee permitted by the other parties and shall be interpreted
for its benefit.


 


10.8      Continue
to be effective


 


10.8.1         Any duties occurred in
relation to the Agreement before expiration or early termination of the
Agreement shall continue to be effective after expiration or early termination
of the Agreement.


 


10.8.2         Articles 5, 7, 8 and 10.8 hereof shall survive nothwithstanding the termination of
this Agreement.


 


10.9      Waiver


 


Each party may waive the terms and
conditions under this Agreement in writing. Such waiver should be duly signed by
the other parties. Any waive relating to the breach of the other party in
certain circumstance shall not be deemed as that the waiver party has made
waiver to the other party for the same breach in other circumstances.


 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT
BLANK]


 


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This page is
the signing page of this Exclusive Equity Interest Purchase Agreement. IN WITNESS WHEREOF, the both Parties have its authorized
representative executed this Agreement on the date first above written.


 


	
  Party A: LENTUO HK LIMITED

  	
   

  
	
  Authorized Representative:

  	
  /s/ Hetong Guo

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Party B: BEIJING LENTUO ELECTROMECHANICAL GROUP
  CO., LTD.

  
	
  Legal
  Representative :

  	
  /s/ Hetong Guo

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Party C: BBEIJING TUOZHAN INDUSTRIAL &
  TRADING DEVELOPMENT CO., LTD.

  
	
  Legal
  Representative:

  	
  /s/ Hetong Guo

  	
   

  



 


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Schedule of other
affiliate entities that entered into this Exclusive Call Option Agreement with
Beijing Anhui Wanxing Science & Technology Co., Ltd. and Beijing
Luntuo Electromechanical Group Co., Ltd. 
Such Agreements are omitted from this exhibit pursuant to the
Instruction to Item 601 of Regulations S-K. 
Other than the agreement of Beijing Lentuo Huitong Automobile Sales Service
Co., Ltd. that is dated June 20, 2010, all other agreements are dated
January 28, 2010.


 


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.


 


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