UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Amendment No. 1)*

Under the Securities Exchange Act of 1934

CHINA NEPSTAR CHAIN DRUGSTORE LTD.

(Name of Issuer)

Ordinary shares, par value US$$0.0001 per share

(Title of Class of Securities)

16943C109

(CUSIP Number)

Henry Lu

Capital Eagle Global Limited

59th Floor, Bank of China Tower

1 Garden Road

Central, Hong Kong

Facsimile: +852 2549 3931

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

July 3, 2015

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) relates to the ordinary shares, par value US$0.0001 per share (the “Ordinary Shares”), of China Nepstar Chain Drugstore Ltd., a Cayman Islands company (the “Issuer”). The address of the Issuer’s principal executive office is 25F, Neptunus Yinhe Keji Building, No. 1, Kejizhong 3^rd Road, Nanshan District, Shenzhen, Guangdong Province 518057, People’s Republic of China. The Issuer’s American Depositary Shares, evidenced by American Depositary Receipts, each representing two Ordinary Shares, are listed on New York Stock Exchange under the symbol “NPD.” This Amendment No. 1 is being filed on behalf of Capital Eagle Global Limited (“CEG”), Westridge International Limited (“Westridge”), Loncin International Limited (“Loncin International”), Loncin Holdings Co., Ltd. (“Loncin Holdings”), Loncin Group Co., Ltd. (“Loncin Group”) and Mr. Jianhua Tu (collectively, the “Reporting Persons”), to disclose their current direct or indirect beneficial ownership of the Ordinary Shares, and to amend and supplement the Schedule 13D filed on June 18, 2014 (the “Original Schedule 13D,” together with this Amendment No. 1, the “Schedule 13D”). All capitalized terms used herein which are not defined herein have the meanings given to them in the Original Schedule 13D.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of the Schedule 13D is hereby amended by adding the following paragraph at the end thereof:

On May 18, 2015, CEG and New Wave Developments Limited, a British Virgin Islands company ( “NWD”) entered into a share purchase agreement (the “2015 Share Purchase Agreement”), pursuant to which CEG agreed to sell all the Shares, or 50,000,000 Ordinary Shares, to NWD for an aggregate purchase price of US$66,250,000.00 (the “2015 Purchase Price”), or US$1.325 per Ordinary Share, pursuant to the 2015 Share Purchase Agreement. On July 3, 2015 (the “2015 Closing Date”), CEG and NWD completed the closing of the sale of the Shares from CEG to NWD and as a result CEG ceased to beneficially own any Ordinary Shares. A copy of the 2015 Share Purchase Agreement is attached here as Exhibit 99.3 to this Amendment No. 1, and is incorporated herein by reference.

ITEM 4. PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended by adding the following paragraph at the end thereof:

On the 2015 Closing Date, pursuant to the 2015 Share Purchase Agreement, CEG sold 50,000,000 Ordinary Shares to NWD for the 2015 Purchase Price, or US$1.325 per Ordinary Share.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

As of July 3, 2015, CEG ceased to be a record holder of any Ordinary Shares. Thus, each of CEG, Westridge, Loncin International, Loncin Holdings, Loncin Group and Mr. Jianhua Tu ceased to be a beneficial owner of any Ordinary Shares pursuant to Section 13(d) of the Act.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows:

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 10, 2015

Exhibit 99.3

SHARE PURCHASE AGREEMENT

This SHARE PURCHASE AGREEMENT (this “Agreement”) is entered into as of May 18, 2015, by and among Capital Eagle Global Limited, a British Virgin Islands corporation (the “Seller”) and New Wave Developments Limited, a British Virgin Islands corporation (the “Purchaser”).

WHEREAS, the Purchaser agrees to purchase from the Seller, and the Seller agrees to sell to the Purchaser, the number of ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), of China Nepstar Chain Drugstore Ltd., a Cayman Islands company (the “Company”) as set forth on Schedule I attached hereto (collectively, the “Purchased Shares”), such sale and purchase to be consummated in accordance with the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the premises set forth above and of the mutual representations, covenants, and obligations hereinafter set forth, and for other good and valuable consideration, the receipt, sufficiency, and adequacy of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE I
PURCHASE AND SALE OF PURCHASED SHARES

1.1        Purchase and Sale of Purchased Shares. The closing of the purchase and sale of the Purchased Shares contemplated herein (the “ Closing ”) shall take place on June 30, 2015 or such other date as shall be mutually agreed to by the Seller and the Purchaser (the “ Closing Date ”). The Closing shall take place in Hong Kong at the office of Shearman & Sterling or at such other place (including by facsimile or PDF) as the Purchaser and the Seller shall agree in writing at such time as the parties shall mutually agree. At the Closing, in accordance with the terms and subject to the conditions hereinafter set forth, the Seller shall sell, transfer and deliver to the Purchaser, and the Purchaser shall purchase from the Seller, all of the Seller’s rights, title and interest in and to the Purchased Shares free and clear of any security interests, mortgages, liens, pledges, charges, reservations, restrictions, rights of way, options, rights of first refusal, community property interests, equitable interests, conditional sale or other title retention agreements, any agreement to provide any of the foregoing and all other encumbrances, whether or not relating to the extension of credit or the borrowing of money, whether imposed by contract, law, equity or otherwise (the “ Encumbrances ”).

1.2        Purchase Price. The purchase price for the Purchased Shares shall be US Dollar One and Cents Three Hundred and Twenty Five Only ($1.325) per share, for an aggregate purchase price of U.S. Dollar Sixty Six Million Two Hundred and Fifty Thousand Only $ 66,250,000.00) (the “Purchase Price”).

1.3        Payment of Deposits and Purchase Price. The Purchase Price shall be paid as follows:

1.3.1     Initial Deposit. On or before 5:00 P.M. (Hong Kong time) on or around May 22, 2015, the Purchaser or its

designee shall remit, or cause to be remitted, to Capital Eagle Global Limited the sum of U.S. Dollar Five Hundred Thousand Only ($500,000.00) (the “Initial Deposit”) in immediately available funds in accordance with wire instructions set forth below: 

AC NAME: Capital Eagle Global Limited
AC NO.: 0003019428013
AC OPENING BANK: DBS Bank Ltd
COUNTRY: Singapore
SWIFT CODE: DBSSSGSG
CURRENCY: U.S. DOLLAR

1.3.2    Initial Deposit Nonrefundable. Upon payment, the Initial Deposit will become nonrefundable, except that, if this Agreement is terminated pursuant to Sections 6.1.1 or 6.1.2 , then Capital Eagle Global Limited shall return the Initial Deposit to the Purchaser promptly thereafter and in any event within ten (10) days of the later of: (x) the Seller’s receipt of notice of such termination, if the Purchaser is the terminating party, and (y) the Seller’s receipt from the Purchaser of wire instructions for such return of the Initial Deposit.

1.3.3    U.S.Dollar Deposit.

(a) On or before 5:00 P.M. (Hong Kong time) on June 26, 2015, the Purchaser shall deposit with an escrow agent, which shall be a third party financial institution reasonably acceptable to the Seller (the “ Escrow Agent ”), in trust the sum of U.S. Dollar Sixty Five Million Seven Hundred and Fifty Thousand Only ($65,750,000.00) (the “U.S. Dollar Deposit ”) pursuant to the terms of an escrow agreement, dated on or about June 19, 2015, to which the Escrow Agent, the Seller and the Purchaser shall be parties, in a form reasonably acceptable to the Seller (the “Escrow Agreement ”).

(b) The parties acknowledge and agree that during the term of this Agreement, the Escrow Agent shall not pay, release, transfer, or dispose of the U.S. Dollar Deposit except with the mutual consent of the Seller and the Purchaser.

(c) If this Agreement is terminated prior to Closing in accordance with the terms hereof, the Escrow Agent shall promptly refund the U.S. Dollar Deposit to the Purchaser.

1.3.4     Notice to Escrow Agent. The Seller and the Purchaser will promptly instruct the Escrow Agent in writing to release the U.S. Dollar Deposit in accordance with the terms of Section1.3.3 herein.

1.3.5     Payment of Purchase Price. On the Closing Date, the Purchaser shall remit, or cause to be remitted, to the Seller the Purchase Price, less the Initial Deposit, in each case which shall be paid in immediately available funds in accordance with wire instructions provided by the Seller to the Purchaser in writing.

1.4       Instruments of Transfer and Company’s Register of Members. Concurrently with the Purchaser’s payment under Section 1.3.5 , the Seller shall (i) deliver to the Company duly executed instruments of transfer and instructions to reflect the Purchaser’s ownership of the Purchased Shares on the Company’s register of members and (ii) provide the Purchaser with a copy of the instruction letter from the Company to the Company’s registrar, dated as of the Closing Date, instructing that the Company’s register of members be updated to reflect the Purchaser’s ownership of the Purchased Shares.

ARTICLE II
REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE SELLER

2.1       Representations and Warranties with respect to the Seller. The Seller hereby represents and warrants to, and agrees with, the Purchaser, as of the date hereof and as of the Closing Date, as follows:

2.1.1    Such Seller is a limited corporation, duly formed, validly existing and in good standing under the laws of its jurisdiction of formation and has the power to carry on its business as it is now being conducted and to enter into this Agreement and consummate the transactions contemplated by this Agreement.

2.1.2    The execution, delivery and performance by such Seller of this Agreement and the consummation of the transactions contemplated hereby are within the power and authority of such Seller and have been duly authorized by all necessary action on the part of such Seller. The execution, delivery and performance by such Seller of this Agreement and the consummation of the transactions contemplated hereby require no approval of, filing with, or other action by such Seller, by or in respect of, any governmental body, agency or official or any other person, other than any filings by such Seller or its affiliates required to be made after the Closing Date under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

2.1.3    This Agreement has been (a) duly executed and delivered by such Seller and (b) assuming the due authorization, execution and delivery of this Agreement by the Purchaser, constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as the enforceability hereof may be limited by (i) applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect which affect the enforcement of creditors’ rights generally or (ii) general principles of equity, whether considered in a proceeding at law or in equity.

2.1.4     Neither the execution and the delivery of this Agreement nor the consummation of the transactions contemplated hereby will (a) violate in a material respect any statute, regulation, rule, judgment, order or other restriction of any government, governmental agency or court to which such Seller is subject; (b) result in a material breach of, or constitute a default under, any agreement, contract, lease, license or instrument to which such Seller is a party or by which such Seller is bound; or (c) conflict with or result in any breach of any provision of the partnership agreement of such Seller.

2.1.5    Such Seller (a) is the sole record and beneficial owner of each of the Purchased Shares set forth opposite its name on Schedule I attached hereto, (b) has good and marketable title to each of such Purchased Shares and (c) has the full legal right, power and authority to sell, transfer and deliver such Purchased Shares in accordance with the terms of this Agreement. The Purchased Shares represent the entire interest of the Seller in the Company, which constitutes 25.32% of the Company’s outstanding ordinary shares based on the number of ordinary shares outstanding as reported in the Company’s annual report on Form 20-F filed with the United States Securities and Exchange Commission (the “SEC”) on April 23, 2015. The delivery by such Seller to the Purchaser of such Purchased Shares pursuant to the terms of this Agreement will transfer to the Purchaser good, valid and legal title to such Purchased Shares, free and clear of any Encumbrances. None of such Purchased Shares are subject to any shareholders agreement, voting agreement, voting trust, proxy, options, warrants, rights (preemptive or otherwise), calls, or any other contracts or commitments, oral or in writing, to which such Seller is a party or by which it is bound, relating to the transferability or the voting of such Purchased Shares.

2.1.6    No investment bank, financial advisor, broker or finder is entitled to any brokerage or finder’s fee or other commissions in respect of such transactions based upon agreements, arrangements or understandings made by or on behalf of such Seller.

ARTICLE III
REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF THE PURCHASER

The Purchaser hereby represents and warrants to, and agrees with, the Seller, as of the date hereof and as of the Closing Date, as follows:

3.1       The Purchaser is a corporation duly formed and validly existing under the laws of its jurisdiction of formation, and has the power to carry on its business as it is now being conducted and to enter into this Agreement and consummate the transactions contemplated by this Agreement.

3.2       The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby are within the power and authority of the Purchaser and have been duly authorized by all necessary action on the part of the Purchaser. The execution, delivery and performance by the Purchaser of this Agreement and the consummation of the transactions contemplated hereby require no approval of, filing with, or other action by the Purchaser, by or in respect of, any governmental body, agency or official or any other person, other than any filings by the Purchaser or its affiliates required to be made after the Closing Date under the Exchange Act.

3.3       This Agreement has been (a) duly executed and delivered by the Purchaser and (b) assuming the due

authorization, execution and delivery of this Agreement by the Seller, constitutes a legal, valid, and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except as the enforceability hereof may be limited by (i) applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect which affect the enforcement of creditors’ rights generally or (ii) general principles of equity, whether considered in a proceeding at law or in equity.

3.4       Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (a) violate in a material respect any statute, regulation, rule, judgment, order or other restriction of any government, governmental agency or court to which the Purchaser is subject; (b) result in a material breach of, or constitute a default under, any agreement, contract, lease, license or instrument to which the Purchaser is a party or by which the Purchaser is bound; or (c) conflict with or result in any breach of any provision of the organizational documents of the Purchaser.

3.5       No investment bank, financial advisor, broker or finder is entitled to any brokerage or finder’s fee or other commissions in respect of such transactions based upon agreements, arrangements or understandings made by or on behalf of the Purchaser.

3.6       The Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment in the Purchased Shares and the other transactions contemplated hereby, and is entering into such transactions with a full understanding of all of the terms, conditions and risks thereof and knowingly and willingly assumes such terms, conditions and risks. The Purchaser acknowledges and agrees that it has made its own inquiry and investigation into, and, based thereon, has formed an independent judgment concerning, the Company and its business and operations, and has had, and has, full access to such information about the Company and its business and operations as the Purchaser requires. THE PURCHASER UNDERSTANDS THAT THE SELLER MAY POSSESS MATERIAL, NON-PUBLIC INFORMATION RELATING TO THE COMPANY AND THE ORDINARY SHARES. THE PURCHASER REPRESENTS, WARRANTS AND AGREES THAT IT HAS NOT REQUESTED FROM THE SELLER (OR ANY OF THE SELLER’ AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES) AND HAS NOT RECEIVED FROM THE SELLER (OR ANY OF THE SELLER’ AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES) ANY INFORMATION ABOUT THE COMPANY AND ITS BUSINESS AND OPERATIONS AND UNDERSTANDS AND APPRECIATES THE SIGNIFICANCE OF THERE BEING UNDISCLOSED INFORMATION, POSSIBLY INCLUDING MATERIAL INFORMATION, WITH RESPECT THERETO AND WITH RESPECT TO THE ORDINARY SHARES. THE PURCHASER REPRESENTS, WARRANTS AND AGREES THAT, EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES OF THE SELLER AS EXPRESSLY SET FORTH IN ARTICLE II HEREOF, NONE OF THE SELLER, THE SELLER’ AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES MAKES OR HAS MADE, OR SHALL BE DEEMED TO HAVE MADE, TO THE PURCHASER OR ANY OF ITS AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES ANY REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER (ORAL OR WRITTEN, EXPRESS OR IMPLIED), AND NO PERSON HAS BEEN AUTHORIZED BY THE SELLER TO MAKE ANY REPRESENTATION OR WARRANTY RELATING TO THE COMPANY OR ITS BUSINESS OR OPERATIONS OR OTHERWISE IN CONNECTION WITH THE PURCHASE AND SALE OF THE PURCHASED SHARES AND THE OTHER TRANSACTIONS CONTEMPLATED HEREBY, AND REPRESENTS, WARRANTS AND AGREES THAT IN DETERMINING TO ENTER INTO AND PERFORM THIS AGREEMENT, THE PURCHASER HAS NOT RELIED UPON ANY REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT (ORAL OR WRITTEN, EXPRESS OR IMPLIED), RELATING TO THE COMPANY OR ITS BUSINESS OR OPERATIONS OR OTHERWISE IN CONNECTION WITH THE PURCHASE AND SALE OF THE PURCHASED SHARES AND THE OTHER TRANSACTIONS CONTEMPLATED HEREBY, OTHER THAN THE RESPECTIVE REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF THE SELLER EXPRESSLY SET FORTH HEREIN.

3.7       The Purchaser acknowledges that the Purchased Shares have not been, are not, and may not be registered under the Securities Act of 1933, as amended (the “ Securities Act ”), or applicable laws of any state or other jurisdiction.

3.8       The Purchaser is acquiring the Purchased Shares for its own account for investment only and not with a view to distributing the Purchased Shares.

3.9       The Purchaser acknowledges that the Purchased Shares will bear a restrictive legend to the effect that the Purchased Shares are subject to the restrictions in this Agreement and have not been registered under the Securities Act.

3.10     Subject to Section 1.3.3, the Purchaser might have funds readily and unconditionally available sufficient to fund the purchase of the Purchased Shares contemplated hereunder.

3.11     The Purchaser is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D as promulgated by the SEC under the Securities Act.

3.12     The Purchaser is not a U.S. person (as defined in Regulation S of the Securities Act) and is located outside the United States (within the meaning of Regulation S under the Securities Act).

3.13     The Purchaser understands that the Purchased Shares are being offered and sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Seller are relying in part upon the truth and accuracy of, and the Purchaser’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire the Purchased Shares.

3.14     The operations of the Purchaser are and have been conducted at all times in compliance with applicable financial record-keeping and reporting requirements of the anti-money laundering laws and regulations of the United States and any related or similar statutes (including, without limitation, the U.S. PATRIOT Act of 2001), rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “ Anti-Money Laundering Laws ”); the Purchaser’s purchase of the Purchased Shares will not violate any Anti-Money Laundering Laws; and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Purchaser with respect to the Anti-Money Laundering Laws is pending or, to the best knowledge of the Purchaser, threatened.

ARTICLE IV
COVENANTS

4.1       Directors. The Seller shall cause its designee (the “Resigning Director”) to resign from the Board of Directors of the Company, effective prior to or upon the Closing and shall also discuss with the Chairman of the Board of Directors of Company in good faith to encourage the appointment of a designee of the Purchaser to the Board of Directors. Notwithstanding the foregoing, the Purchasers acknowledge and agree that the Seller do not have the right or authority to effect such appointment of the Purchaser’s designee to the Board of Directors.

4.2       Exclusivity. The Seller agrees that, until the earlier to occur of the Closing and such time as this Agreement has terminated in accordance with Article VI , such Seller shall not and shall not permit, as applicable, its equity holders, employees, officers, directors, advisors, agents or affiliates to: (i) encourage, initiate, solicit, entertain, negotiate, accept or discuss, directly or indirectly, any proposal or offer (a “ Competing Proposal ”) by a third party (other than the Purchaser or any other person the Purchaser designates) regarding the sale, transfer or redemption of, or in reference to, all or any part of the Purchased Shares, directly or indirectly, or (ii) provide any information, including the signing of any non-disclosure agreement, or take any other action to facilitate any inquiries or the making of any such proposal that constitutes, or could reasonably be expected to result in, a Competing Proposal. The Seller and, as applicable, its equity holders, employees, officers, directors, advisors, agents or affiliates shall immediately cease and cause to be terminated any previously undertaken or ongoing activities, discussions or negotiations with any other person with respect to a Competing Proposal, and notify promptly any proposal received of any indications of interest, requests for information or offers in respect of a Proposal, and such party shall communicate to the Purchaser in reasonable detail the terms of any such indication, request or proposal (including the identity of such third party), and provide the Purchaser with copies of all written communications relating to any such indication, request or proposal.

ARTICLE V
CONDITIONS TO THE PARTIES’ OBLIGATIONS

5.1       Conditions to the Obligations of the Purchaser. The Purchaser’s obligations to effect the transactions set forth in Article I shall be subject to the fulfillment (or waiver by the Purchaser) at the Closing of the following conditions:

5.1.1    Representations and Warranties. The representations and warranties made by the Seller in Article II hereof shall

be true and correct in all material respects as of the date they were made and as of, and as if made on, the Closing Date.

5.1.2    Performance. The Seller shall have performed and complied in all material respects with each agreement, covenant and obligation required by this Agreement to be so performed or complied with by the Seller at or before the Closing.

5.1.3    No Injunctions or Regulatory Restraints; Illegality. No temporary restraining order, preliminary or permanent injunction or other order issued by any court or regulatory authority of competent jurisdiction prohibiting the consummation of the transactions contemplated by this Agreement shall be in effect; nor shall there be any action taken, or any law, regulation or order enacted, that would prohibit the consummation of the transactions contemplated by this Agreement.

5.1.4    The Resigning Director. The Seller shall have delivered to the Purchaser a copy of the letter from the Resigning Director addressed to the Company evidencing such Resigning Director’s resignation from the Board of Directors of the Company, effective prior to or upon the Closing.

5.1.5    Assignment of Registration Rights. The Seller shall have assigned their rights under that certain Assignment Agreement, dated as of June6, 2014, by and among the Company, the Seller and certain other shareholders of the Company (the “Assignment Agreement”) pursuant to an assignment agreement in form, scope and substance reasonably satisfactory to the Purchaser and in substantially the form of Exhibit A attached hereto, and the Company shall have consented in writing to such assignment.

5.2       Conditions to the Obligations of the Seller. The Seller’s obligations to effect the transactions set forth in Article I shall be subject to the fulfillment (or waiver by such Seller) at the Closing of the following conditions:

5.2.1    Representations and Warranties. The representations and warranties made by the Purchaser in Article III hereof shall be true and correct in all material respects as of the date they were made and as of, and as if made on, the Closing Date.

5.2.2    Performance. The Purchaser shall have performed and complied with in all material respects each agreement, covenant and obligation required by this Agreement to be so performed or complied with by the Purchaser at or before the Closing.

5.2.3    No Injunctions or Regulatory Restraints; Illegality. No temporary restraining order, preliminary or permanent injunction or other order issued by any court or regulatory authority of competent jurisdiction prohibiting the consummation of the transactions contemplated by this Agreement shall be in effect; nor shall there be any action taken, or any law, regulation or order enacted, that would prohibit the consummation of the transactions contemplated by this Agreement.

ARTICLE VI
TERMINATION

6.1       Termination. This Agreement may be terminated and the transactions contemplated hereby abandoned at any time prior to the Closing:

6.1.1    By the Purchaser or the Seller if: (a) there shall be in effect a final nonappealable order of any court or regulatory authority of competent jurisdiction preventing consummation of the transactions contemplated hereby, or (b) there shall be any statute, rule, regulation or order enacted by any court or regulatory authority of competent jurisdiction that would make consummation of the transactions contemplated hereby illegal.

6.1.2    By the Purchaser if there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of any Seller such that the conditions set forth in Sections 5.1.1 , 5.1.2 , 5.1.4 or 5.1.5 , as the case may be, would not be satisfied as of such time.

6.1.3    By the Seller if there has been a breach of any representation, warranty, covenant or agreement contained in this Agreement on the part of the Purchaser such that the conditions set forth in Sections5.2.1 or 5.2.2, as the case may be, would not be satisfied as of such time, including without limitation, if the Purchaser fails to comply with its obligations under Section 1.3.1 and Section 1.3.3(a) hereof.

6.1.4    By the Purchaser or the Seller if Closing shall not have occurred on or before June 30, 2015, unless otherwise extended through mutual consent. Notwithstanding the foregoing, the right to terminate this Agreement pursuant to this Section 6.1.4 shall not be available to any party whose breach of this Agreement has been the cause or resulted in the failure of the Closing to have occurred on or before such date.

6.2       Effect of Termination. In the event of a valid termination of this Agreement as provided in Section 6.1, this Agreement shall forthwith become void and there shall be no liability or obligation on the part of the Purchaser or the Seller, or their respective officers, directors or shareholders or affiliates or associates; provided, however , that the Purchaser, the Seller shall each remain liable for any willful breaches by such party of the representations, warranties, covenants or agreements of such party set forth in this Agreement occurring prior to its termination; and provided further that the provisions of Article VII (other than Section 7.6 ) shall remain in full force and effect and survive any termination of this Agreement.

ARTICLE VII
MISCELLANEOUS

7.1        Representations, Warranties and Agreements. The representations and warranties of a party (the “ Representing Party ”) shall not be affected or deemed waived by reason of any investigation made (or not made) by or on behalf of the party benefiting from such representation or warranty (the “ Benefiting Party ”), including any investigations made (or not made) by any of the Benefiting Party’s advisors, agents, consultants or representatives, or by reason of the fact that the Benefiting Party or any of such advisors, agents, consultants or representatives knew or should have known that any such representation or warranty is or might be inaccurate or untrue. All representations, warranties, agreements and indemnification of the Seller shall be deemed made on a joint and several basis.

7.2       Indemnification. Each party agrees to indemnify, defend and hold harmless the other party or parties

(the “ Indemnified Person(s) ”), as the case may be, its or their respective affiliates, and its or their respective heirs, successors and permitted assigns from and against all liabilities, losses and damages, together with all reasonable and documented out-of-pocket costs and expenses related thereto (including, without limitation, reasonable and documented out-of-pocket legal fees and expenses), based upon, arising out of, resulting from or otherwise in connection with (a) any material inaccuracy or breach of any representation and warranty of such party herein, or (b) any material breach of any covenant and agreement of such party herein; provided, that the indemnification above will not, as to any Indemnified Person(s), apply to losses, claims, damages, liabilities or expenses to the extent that they are finally judicially determined to have resulted from the default, bad faith, gross negligence or willful misconduct of such Indemnified Person(s). In no event shall any party be responsible or liable for consequential losses or damages of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether such party had been advised of the likelihood of such loss or damage and regardless of the form of action.

7.3  Notices. All notices and other communications by the Purchaser or the Seller hereunder shall be in writing to the other party or parties, as the case may be, and shall be deemed to have been duly given when delivered in person or by an internationally recognized courier service, or sent via telecopy, facsimile transmission or electronic transmission and verification received, at the address set forth below or to such other addresses as a party may from time to time designate to the other party or parties, as the case may be, by written notice thereof, effective only upon actual receipt.

7.4       No Assignment; No Third Party Beneficiaries. Neither this Agreement nor any of the rights, interests or obligations of any party hereunder shall be assigned, delegated or otherwise transferred by any of the parties hereto without the prior written consent of the other party or parties, as the case may be, and any purported assignment, delegation or transfer without such consent shall be null and void. Subject to the preceding sentence, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or the respective successors and permitted assigns, heirs, executors and administrators of the parties hereto any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided by this Agreement, and except as thus expressly provided no person other than the parties hereto or the respective successors and permitted assigns, heirs, executors and administrators of the parties hereto shall have any standing as a third-party beneficiary with respect to this Agreement or the transactions contemplated hereby.

7.5       Severability. If any term, provision, agreement, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other competent authority to be invalid, void or unenforceable, the remainder of the terms, provisions, agreements, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated; provided, however , that the economic or legal substance of the transactions contemplated hereby not thereby be affected in any manner materially adverse to any party hereto. Upon such a determination, the parties shall (subject to the proviso in the preceding sentence) negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a reasonably acceptable manner in order that the transactions contemplated hereby may be consummated as originally contemplated to the fullest extent possible.

7.6       Cooperation; Further Assurances. The Purchaser, on the one hand, and the Seller, on the other hand, at the request of the other such party, shall execute and deliver such other instruments and do and perform such other acts and things as may be reasonably necessary or desirable for effecting completely the consummation of this Agreement and the transactions contemplated hereby. Each party agrees to use commercially reasonable efforts to cause the conditions set forth in Article V to be satisfied, where the satisfaction of such conditions is within the control of, or depends on action or forbearance from action by such party.

7.7       Entire Agreement. This Agreement embodies the complete agreement and understanding among the parties hereto with respect to the subject matter hereof, and supersedes and preempts any prior understandings, agreements or representations by or among the parties, written or oral, that may have related to the subject matter hereof in any way.

7.8       Amendments and Waivers. This Agreement may be amended, modified, superseded or canceled, and any of the terms, representations, warranties or covenants hereof may be waived, only by written instrument executed by each of the parties hereto or, in the case of a waiver, by the party waiving compliance.

7.9       Counterparts, Execution, Headings. This Agreement may be executed and delivered (including by facsimile transmission or by electronic mail with a PDF scanned attachment) in one or more counterparts, each of which shall be an original, but all of which together shall constitute one and the same instrument. The article and section headings contained in this Agreement are solely for the purpose of reference, and are not part of the agreement of the parties and shall not in any way affect the meaning or interpretation of this Agreement.

7.10     Construction. Unless the context of this Agreement otherwise requires: (i) words of any gender include each other gender; (ii) words using the singular or plural number also include the plural or singular number, respectively; (iii) the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement; (iv) the terms “Article” or “Section” refer to the specified Article or Section of this Agreement; (v) the term “including” means “including without limitation”; (vi) the term “foreign” is used with respect to the United States; (vii) “dollars” and “$” refer to United States Dollars; (viii) “RMB” refers to Renminbi, the lawful currency of the People’s Republic of China and (ix) for the avoidance of doubt, when used with respect to the Seller, the term “affiliates” shall not include the Company. Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless business days are specified, and the term “business day” shall mean a day on which banks in the Hong Kong Administrative Region are open for business, but excluding Saturdays and Sundays.

7.11     Governing Law. This Agreement, and any claims arising out of or relating to this Agreement, the subject matter hereof or the transactions contemplated hereby (whether at law or in equity, whether sounding in contract, tort, statute or otherwise), shall be governed by and construed and enforced in accordance with the laws of Hong Kong, without regard to, or otherwise giving effect to, any law, body of law or other rule that would cause or otherwise require the application of the laws of any other jurisdiction.

7.12     Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration at the Hong Kong International Arbitration Centre in accordance with the Rules of Arbitration of the International Chamber of Commerce. There shall be three arbitrators appointed in accordance with such rules. The language to be used in the arbitral proceedings shall be English. The award rendered by the arbitrator(s) shall be final and binding upon the parties and may be entered into any court having jurisdiction for its enforcement. The prevailing party shall be entitled to recover reasonable attorneys’ fees, arbitrators’ fees and other arbitration costs and expenses.

7.13     No Strict Construction. The parties have participated jointly in the negotiation and drafting of this Agreement with counsel sophisticated in transactions of this type. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

7.14     Confidentiality. The Purchaser and the Seller acknowledge and agree that this Agreement and the transaction contemplated herein are confidential, and no disclosure of any information regarding the Seller, the Purchaser or their respective affiliates, including information regarding this Agreement, is permitted other than (1) to affiliates, employees and/or business, legal or financial advisors of the Seller or the Purchaser or China Merchant Capital Management (International) Limited who are on a “need to know” basis, provided they procure such parties’ compliance with the confidentiality provisions hereof and shall be liable for any breach thereof, or (2) as required by applicable law, regulation or legal process or upon the routine request of any government or regulatory body having authority to regulate or oversee any aspect of the business of the Purchaser and/or Seller or their respective affiliates, provided that they shall advise the governmental or regulatory body of the confidential nature of such information. None of the parties hereto shall make any public statements regarding the existence of this Agreement or the terms hereof, the transaction contemplated herein and the identity of the parties, except (i) as the parties hereto mutually agree in writing (including the language on any disclosure) or (ii) until such time as the parties agree, based on the advice of counsel, that a public announcement is required by law or regulation, in which case the parties hereto shall in good faith attempt to agree on the content of any public announcements or publicity statements with respect thereto. In addition, the Purchaser shall not use the name of the Seller, Capital Eagle Global Limited, or any affiliates of the Seller in any manner, context or format (including reference on or links to websites, press releases, etc.) without obtaining in each instance the prior written consent of the Seller. Notwithstanding the foregoing, the Seller acknowledge (i) that each party may advise the Company of and provide to the Company a copy of this Agreement and nothing contained in this Section 7.14 is intended to limit or restrict the Company’s disclosure obligations under the U.S. securities laws and (ii) that, if the Purchaser acquires beneficial ownership of more than 5% of the outstanding shares of the Company, it will be required to file a Schedule 13D with the SEC (which Schedule will contain as an exhibit thereto a copy of this Agreement), and nothing contained in this Section 7.14 is intended to limit or restrict such ability to file such Schedule 13D or any amendments thereto or attach any exhibits required to be attached thereto.

7.15     Expenses. The Seller and the Purchaser shall bear their own expenses including, without limitation, the legal, accounting and out of pocket costs and administration expenses, incurred by themselves in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby. The Purchaser will bear all escrow fees.

7.16     Specific Performance. The parties hereto agree that if any of the provisions of this Agreement were

not performed in accordance with their specific terms or were otherwise breached, irreparable damage would occur, no adequate remedy at law would exist and damages would be difficult to determine, and that the parties hereto shall be entitled (without necessity of posting bond or other security) to injunctive relief to prevent breaches of, and to specific performance of, the provisions hereof, in addition to any other remedy at law or in equity. The rights and remedies of the parties hereto shall be cumulative (and not alternative).

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IN WITNESS WHEREOF, the Purchaser and the Seller have caused this Agreement to be duly executed as of the date hereof. 

SCHEDULE I

PURCHASED SHARES