DEPOSIT AGREEMENT by and among CHINA AUTO RENTAL HOLDINGS INC. AND CITIBANK, N.A., as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of , 2012Deposit Agreement • April 16th, 2012 • China Auto Rental Holdings Inc. • Services-auto rental & leasing (no drivers) • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 18th, 2012 • China Auto Rental Inc. • New York
This Indemnification Agreement (this “Agreement”) is entered into as of by and between China Auto Rental Inc., a Cayman Islands company (the “Company”) and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.
Loan ContractChina Auto Rental Inc. • February 27th, 2012 • Services-auto rental & leasing (no drivers)
Whereas the Borrower intends to borrow from the Lender for the purpose of purchasing automobiles, the Borrower and the Lender hereby enter into this Contract through consultation:
EMPLOYMENT AGREEMENTEmployment Agreement • January 18th, 2012 • China Auto Rental Inc. • New York
This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of by and between China Auto Rental Inc., a company incorporated and existing under the laws of the Cayman Islands (the “Company”), and , an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect parent companies, subsidiaries, affiliates, or subsidiaries or affiliates of its parent companies (collectively, the “Group”).
Contract for Equity Exchange in Shanghai Prepared by Shanghai Administration for Industry and Commerce Shanghai Municipal Equity Exchange Administration OfficeChina Auto Rental Inc. • February 27th, 2012 • Services-auto rental & leasing (no drivers)
SHARE EXCHANGE AGREEMENTShare Exchange Agreement • February 27th, 2012 • China Auto Rental Inc. • Services-auto rental & leasing (no drivers) • Hong Kong
The Cayman Company, the HK Company, the Shareholders of the Cayman Company and the Shareholder of the HK Company collectively, the “Parties”, each a “Party”.
Equity Exchange Contract Target Company: Beijing Beichen Auto Rental Company Prepared by Beijing Equity Exchange March 2011Relocation Compensation Agreement • February 27th, 2012 • China Auto Rental Inc. • Services-auto rental & leasing (no drivers)
In accordance with the PRC Contract Law and the Tentative Measures on Administration of Enterprise State-owned Equities Transfer and other relevant laws, regulations and rules, based on the principle of free will, fairness and good faith and through friendly consultation, Party A and Party B have reached the following agreement and entered into this Equity Exchange Contract (“this Contract”) in relation to Party A transferring all the equities owned in Beijing Beichen Auto Rental Company to Party B.
Repurchase Agreement Contract No.: MSFL-2010-102-S-HZ-HK Minsheng Financial Leasing Co., Ltd.Repurchase Agreement • February 27th, 2012 • China Auto Rental Inc. • Services-auto rental & leasing (no drivers)
Lessor and Lessee have entered into the Financial Lease Contract (Contract No: MSFL-201-102-S-HZ) for the matter of finance leasing. According to the Financial Lease Contract, Lessee has rented, by way of finance leasing, the leased property under the Financial Lease Contract (the “Lease Property”) and, Lessee shall pay rents and accounts payable under the Financial Lease Contract to Lessor. In order to ensure that Lessee performs obligations efficiently and completely under of the Financial Lease Contract, Purchaser is at will obliged to undertake the repurchase. After amicable consultation, the three parties of Lessor, Lessee and Purchaser hereby enter into this Agreement regarding the above repurchase obligations as below:
LOAN CONTRACTLoan Contract • February 27th, 2012 • China Auto Rental Inc. • Services-auto rental & leasing (no drivers)
Debt Transfer AgreementDebt Transfer Agreement • April 3rd, 2012 • China Auto Rental Holdings Inc. • Services-auto rental & leasing (no drivers)
WHEREAS the Transferor becomes the creditor of the Debtor due to business transactions, and as of 29 February 2012, the Debtor owed RMB 8,171,777.78 in total to the Transferor (hereinafter the “Debts”), the Transferor, the Transferee and the Debtor hereby reach an agreement consenting the Transferor to transfer the Debts to the Transferee at the same value. Effective from 29 February 2012, the Transferee shall become the creditor of such Debts, and the Debtor shall repay such Debts to the Transferee.
AGREEMENT REGARDING THE EXTENDED LOAN OF BEIJING CHINA AUTO RENTAL CO., LTD.Loan Extension Agreement • March 14th, 2012 • China Auto Rental Holdings Inc. • Services-auto rental & leasing (no drivers)
This Loan Extension Agreement (this “Agreement”) is entered into by and between the following parties on February 24, 2012 in Beijing.
CHINA AUTO RENTAL HOLDINGS INC. [·] American Depositary Shares Representing [·] Ordinary Shares Underwriting AgreementUnderwriting Agreement • April 17th, 2012 • China Auto Rental Holdings Inc. • Services-auto rental & leasing (no drivers) • New York
China Auto Rental Holdings Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [·] American Depositary Shares (“ADSs”) (the “Underwritten ADSs”), representing [·] ordinary shares, par value US$0.00005 per share, of the Company (the “Ordinary Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional [·] ADSs, representing [·] additional Ordinary Shares, and the shareholder of the Company named in Schedule 2 hereto (the “Selling Shareholder”) proposes to sell, at the option of the Underwriters, up to an additional [·] ADSs, representing [·] additional Ordinary Shares (collectively, the “Option ADSs”). The Underwritten ADSs and the Option ADSs are herein referred to as the “Offered
Loan ContractChina Auto Rental Inc. • January 18th, 2012
Whereas the Borrower intends to borrow from the Lender for the purpose of acquiring Beijing North Star Auto Rental Company, the Borrower and the Lender hereby enter into this Contract through consultation:
SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • January 18th, 2012 • China Auto Rental Inc. • Hong Kong
The Company desires to issue and sell to the Subscribers and the Subscribers desire to subscribe from the Company up to 10,000 shares, par value US$1.00 per share, of the Company (the “Shares”) on the terms and conditions set forth in this Agreement;
Loan ContractChina Auto Rental Inc. • February 27th, 2012 • Services-auto rental & leasing (no drivers)
Whereas the Borrower intends to borrow from the Lender for the purpose of purchasing automobiles, the Borrower and the Lender hereby enter into this Contract through consultation:
Debt Transfer AgreementDebt Transfer Agreement • March 26th, 2012 • China Auto Rental Holdings Inc. • Services-auto rental & leasing (no drivers)
WHEREAS the Transferor becomes the creditor of the Debtor due to business transactions, and as of 29 February 2012, the Debtor owed RMB 3,460,000.00 in total to the Transferor (hereinafter the “Debts”), the Transferor, the Transferee and the Debtor hereby reach an agreement consenting the Transferor to transfer the Debts to the Transferee at the same value. Effective from 29 February 2012, the Transferee shall become the creditor of such Debts, and the Debtor shall repay such Debts to the Transferee.
Guarantee Contract (No. 2011 Nian Kun Lun Xin (Bao Zheng) Zi Di 11058 Hao)China Auto Rental Inc. • February 27th, 2012 • Services-auto rental & leasing (no drivers)
Maximum Amount Guarantee Contract Hua Xia Bank Co., Ltd.China Auto Rental Inc. • February 27th, 2012 • Services-auto rental & leasing (no drivers)
WHEREAS, Party B shall provide a series of loans based on the Principal Contract to the Debtor, Beijing China Auto Rental Co., Ltd. (the “Debtor to the Principal Contract”) in accordance with the PRC Guarantee Law and other relevant laws and regulations, and Party A agrees to provide Party B with guarantee for such creditor’s rights (the “Principal Creditor’s Rights”) within the maximum debt amount. Party A and Party B hereby enter into this Contract through consultation.
Bank of Hankou Guaranty Contract Guarantor: Legend Holdings Limited Creditor: Bank of Hankou Ltd.Co., Operation DepartmentChina Auto Rental Inc. • February 27th, 2012 • Services-auto rental & leasing (no drivers)
The Guarantor is advised to read carefully the entire context of this Contract, especially those provisions of which the headlines are marked with xx in the Table of Contents. Such provisions will cause or may cause the release or limitation of liabilities. Please do not hesitate to contact the Creditor for explanation to any questions or objections that arise.
Guaranty ContractChina Auto Rental Inc. • February 27th, 2012 • Services-auto rental & leasing (no drivers)
The Creditor, acting as the Lessor, has entered in to a “Financial Lease Contract” (Contract No.MSFL-2011-1287-S-HZ, hereafter referred to as the “Master Contract”) with the Lessee Beijing China Auto Rental Co., Ltd. In order to ensure the performance of the Master Contract, and upon the application of the Lessee, the Guarantor agrees to provide this Maximum Amount Guaranty in relation to the obligation to the Creditor assumed by the Lessee under the Master Contract (hereinafter referred to as the “Guaranty”).
Loan AgreementLoan Agreement • February 27th, 2012 • China Auto Rental Inc. • Services-auto rental & leasing (no drivers)
Supplementary Agreement Beijing Branch of Bank of Communications Co., Ltd.Supplementary Agreement • February 27th, 2012 • China Auto Rental Inc. • Services-auto rental & leasing (no drivers)
Guaranty Contract (Executed by and applicable to Guarantor as Entity) Number: MSFL-2011-1287-S-HZ-002-BZ Minsheng Financial Leasing Co., Ltd.China Auto Rental Inc. • February 27th, 2012 • Services-auto rental & leasing (no drivers)
The Creditor, acting as the Lessor, has entered in to a “Financial Lease Contract” (Contract No.MSFL-2011-1287-S-HZ-002, hereafter referred to as the “Master Contract”) with the Lessee Beijing China Auto Rental Co., Ltd. In order to ensure the performance of the Master Contract, and upon the application of the Lessee, the Guarantor agrees to provide this Maximum Amount Guaranty in relation to the obligation to the Creditor assumed by the Lessee under the Master Contract (hereinafter referred to as the “Guaranty”).
Loan ContractChina Auto Rental Inc. • February 27th, 2012 • Services-auto rental & leasing (no drivers)
Whereas the Borrower intends to borrow from the Lender for the purpose of acquiring Beijing North Star Auto Rental Company, the Borrower and the Lender hereby enter into this Contract through consultation:
Guarantee ContractChina Auto Rental Inc. • February 27th, 2012 • Services-auto rental & leasing (no drivers)
In order to ensure the implementation of Entrusted Loan Contract of China Construction Bank entered into by and between Beijing China Auto Rental Co., Ltd. (“Debtor”) and Party B on February 2011 (Contract No.: ) (“Principal Contract”) and guarantee the realization of Party B’s creditor’s rights, Party A agrees to provide joint and several guarantee for the debts of Debtor under the Principal Contract. Party A and Party B hereby enter into this Contract through consultation for mutual compliance.
Debt Transfer AgreementTransfer Agreement • March 26th, 2012 • China Auto Rental Holdings Inc. • Services-auto rental & leasing (no drivers)
WHEREAS the Transferor becomes the creditor of the Debtor due to business transactions, and as of 29 February 2012, the Debtor owed RMB 11,222,422.22 in total to the Transferor (hereinafter the “Debts”). The Transferor, the Transferee and the Debtor hereby reach an agreement consenting the Transferor to transfer the Debts to the Transferee at the same value. Effective from 29 February 2012, the Transferee shall become the creditor of such Debts, and the Debtor shall repay such Debts to the Transferee.
Guarantee ContractChina Auto Rental Inc. • February 27th, 2012 • Services-auto rental & leasing (no drivers)
For the purpose of ensuring the Borrower under Dongfeng Peugeot Citroen Auto Finance Co., Ltd. Group Car Purchase Loan Contract (No. DPCAFC2010PLBD 14th, the “Loan Contract”) entered into by and between Beijing China Auto Rental Co., Ltd. (“Borrower”) and the Lender on November 12, 2010 to recover the principal and interest of the loans timely, the Guarantor agrees to provide guarantee to the Lender at the request of the Borrower. In order to clarify the right and obligations of both parties, the Borrower and the Lender hereby enter into this Contract through equal consultation and pursuant to relevant laws and regulations.
Guaranty ContractChina Auto Rental Inc. • February 27th, 2012 • Services-auto rental & leasing (no drivers)
Legend Holdings Limited, a company incorporated and existing in accordance with laws of the People’s Republic of China (hereinafter referred to as the “Guarantor”); and
Debt Transfer AgreementDebt Transfer Agreement • March 26th, 2012 • China Auto Rental Holdings Inc. • Services-auto rental & leasing (no drivers)
WHEREAS the Transferor becomes the creditor of the Debtor due to business transactions, and as of 29 February 2012, the Debtor owed RMB 5,200,000.00 in total to the Transferor (hereinafter the “Debts”), the Transferor, the Transferee and the Debtor hereby reach an agreement consenting the Transferor to transfer the Debts to the Transferee at the same value. Effective from 29 February 2012, the Transferee shall become the creditor of such Debts, and the Debtor shall repay such Debts to the Transferee.
China Bohai Bank Co., Ltd. Guarantee Contract (Legal Person) China Bohai Bank Co., Ltd.Guarantee Agreement • February 27th, 2012 • China Auto Rental Inc. • Services-auto rental & leasing (no drivers)
Maximum Amount Guarantee Contract China Zheshang BankChina Auto Rental Inc. • February 27th, 2012 • Services-auto rental & leasing (no drivers)
Whereas, Beijing China Auto Rental Co., Ltd. (hereinafter referred to as the “Debtor”) and the Creditor will enter into a series of obligatory right and debt contracts (hereinafter referred to as the “Master Contract”) on the basis of the period and maximum amount set out in Article Two of this Contract, and the Guarantor intends to offer the Debtor a security for the obligation formed between the Debtor and the Creditor in accordance with the abovementioned Master Contract. In order to protect the realization of the Creditor’s obligatory rights, the Parties have entered into this Contract through negotiation in accordance with applicable State laws and regulations.
Guarantee Contract No.: 2011074RGB001China Auto Rental Inc. • February 27th, 2012 • Services-auto rental & leasing (no drivers)
In order to guarantee the performance of debt under the “Principal Contract” provided in Article 1 of this Contract, Guarantor agrees to provide guarantee to Creditor. Bothe parties enter into this Contract through consultation. Unless otherwise provided in this Contract, the interpretations of terms under this Contract shall be subject to interpretations of such terms determined in the Principal Contract.
Loan ContractLoan Contract • April 3rd, 2012 • China Auto Rental Holdings Inc. • Services-auto rental & leasing (no drivers) • Hong Kong
Address: Offshore Incorporations (Cayman) Limited, Scotia Centre, 4th Floor, P.O. Box 2804, George Town, Grand Cayman KY1-1112, Cayman Islands
SHARE SUBSCRIPTION AGREEMENTShare Subscription Agreement • February 27th, 2012 • China Auto Rental Inc. • Services-auto rental & leasing (no drivers) • Hong Kong
The Company desires to issue and sell to the Subscribers and the Subscribers desire to subscribe from the Company up to 10,000 shares, par value US$1.00 per share, of the Company (the “Shares”) on the terms and conditions set forth in this Agreement;
Maximum Amount Guarantee Contract (Applicable For Contracts Without Limited Amount) Bank of Communications Co., Ltd.China Auto Rental Inc. • February 27th, 2012 • Services-auto rental & leasing (no drivers)
The Guarantor is required to read the full texts of this Contract carefully and thoroughly, particularly the articles marked withppherein. If there is any doubt, please refer it to the Creditor for clarification.
