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1、EX-4.5 4 h04215exv4w5.htm EX-4.5 Exhibit4.5 Dated September27, 2007 COUNTRY STYLE COOKING RESTAURANT CHAIN CO., LTD. SHAREHOLDERS AGREEMENT PAUL, HASTINGS, JANOFSKY & WALKER22nd FloorBank of China Tower1 Garden RoadHong Kong TABLE OF CONTENTS 1. Definitions and Interpretation12. Financial Statements
2、 and Reports and Information and Inspection Rights73. Election of Directors; Management84. Right of Participation95. Right of First Refusal; Co-Sale Right116. Representations and Warranties; Covenants and Undertakings177. Demand Registration218. Piggyback Registration249. Expenses of Registration261
3、0. Termination of Registration Rights2711. Registration Procedures and Obligations2712. Information Furnished by Holder2813. Indemnification2814. Lock-Up or Market Standoff3115. No-Action Letter or Opinion of Counsel in Lieu of Registration; Conversion of Preferred Shares3216. Reports Under the Exch
4、ange Act3317. Transfer of Rights3318. Legend; Stop Transfer Instructions3419. Covenants3420. Board Committees3921. Miscellaneous4022. Confidentiality and Announcements43i EXECUTION COPY COUNTRY STYLE COOKING RESTAURANT CHAIN CO., LTD. SHAREHOLDERS AGREEMENT THIS SHAREHOLDERS AGREEMENT (the “Agreemen
5、t”) is made as of September27, 2007, by and among: 1.Country Style Cooking Restaurant Chain Co., Ltd. an exempted company incorporated under the laws of the Cayman Islands (the “Company”);2.Growing Rich Limited a limited liability company incorporated in Hong Kong (“Growing Rich”);3.Chongqing Growin
6、g Rich Country Style Cooking Management Co., Ltd. a wholly foreign-owned enterprise registered in Chongqing, PRC (the “WFOE”);4.Chongqing Country Style Cooking Restaurants Chain Co., Ltd. a domestic-funded enterprise established under PRC laws with limited liability (the “Founder Co”);5.LI Hong (PRC
7、 ID No.510202196807080920);6.ZHANG Xingqiang (PRC ID No.110103196601100910) (together with LI Hong, the “Founders”, and each a “Founder”);7.SIG China Investments One, Ltd., an exempted company incorporated in the Cayman Islands (“SIG”); and8.Sequoia Capital China II, L.P., an exempted limited partne
8、rship registered in the Cayman Islands (“Sequoia”).(the foregoing parties collectively, the “Parties”, and each a “Party”). RECITALS A. The Parties entered into a Subscription Agreement dated as of September26, 2007 (the “Subscription Agreement”), pursuant to which the Company issued and the Investo
9、rs subscribed 24,000,000 SeriesA Shares of the Company. B. In connection with the issuance and subscription of the SeriesA Shares of the Company, the Parties desire to enter into this Agreement. THE PARTIES AGREE AS FOLLOWS:1.Definitions and Interpretation1.1Definitions. For purposes of this Agreeme
10、nt the following terms have the following meanings:“Adherence Deed” means an adherence deed in the form attached hereto as EXHIBIT B. “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
11、common Control with, such Person, and in the case of an Investor shall include (a)any Person who holds Shares as a nominee for such Investor, (b)any shareholder of such Investor, (c)any entity or individual which has a direct and indirect interest in such Investor (including, if applicable, any gene
12、ral partner or limited partner) or any fund manager thereof, (d)any Person that directly or indirectly Controls, is Controlled by, under common Control with, or is managed by such Investor or its fund manager, (e)the relatives of any individual referred to in (c)above, and (f)any trust Controlled by
13、 or held for the benefit of such individuals.“Agreement” has the meaning set forth in the preamble to this Agreement.“Blue Sky” means the laws or statutes of any state of the United States of America or any other jurisdiction regulating the sale of corporate securities within that state or jurisdiction.“Board” means the Companys board of Directors as constituted from time to time.“Business Day” means any day, excluding Saturdays and Sundays, on which banks in Hong Kong, Chongqing, PRC, and the State of
