[FORM F-1 REGISTRATION STATEMENT Lentuo International Inc. Not Applicable Cayman Islands 5500 Not Applicable A-18 Huagong Road, Guangqumenwai Law Debenture Corporate Services Inc. (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Alan Seem, Esq. Benedict Tai, Esq. Approximate date of commencement of proposed sale to the public: o o o o] [THE COMPANIES LAW (2007 REVISION) COMPANY LIMITED BY SHARES MEMORANDUM OF ASSOCIATION OF LENTUO INTERNATIONAL INC 1. The name of the Company is LENTUO INTERNATIONAL INC. 2. The Registered Office shall be at the offices of Portcullis TrustNet (Cayman) Ltd., Marquee Place, Suite 300, 430 West Bay Road, P.O. Box 32052, Grand Cayman KY1-1208, Cayman Islands, British West Indies. 3.] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF LENTUO INTERNATIONAL INC. (adopted by a Special Resolution passed on 29 October 2010 and effective conditional and immediately upon the completion of the initial public offering of the Company’s American Depository Shares THE COMPANIES LAW (2010 REVISION) OF] [LENTUO INTERNATIONAL INC. Number Share(s) - - Incorporated under the laws of the Cayman Islands Share capital is US$50,000 50,000 Shares US$1.00 divided into [name of shareholder] THIS IS TO CERTIFY THAT [no. of share] Share(s) in the above-named Company subject to the Memorandum and Articles of Association thereof. GIVEN UNDER the common seal of the said Company on 2010.] [SUBSCRIPTION AGREEMENT FEBRUARY 2010 NEWMAN INVESTMENTS LIMITED LENTUO INTERNATIONAL INC. LENTUO HK LIMITED BEIJING AN HUI WAN XING TECHNOLOGY CO., LTD. BEIJING LENTUO ELECTRON MECHANICAL GROUP CO., LTD. MODERN CYBER INTERNATIONAL LIMITED GUO HETONG CONTENTS Clause] [SHAREHOLDERS AGREEMENT FEBRUARY 2010 MODERN CYBER INTERNATIONAL LIMITED GAEATEC INTERNATIONAL LIMITED VIOLET GOLD INTERNATIONAL LIMITED HOVEREX INTERNATIONAL LIMITED RICH SONIC INTERNATIONAL LIMITED ROLL WHEEL INTERNATIONAL LIMITED and NEWMAN INVESTMENTS LIMITED and LENTUO INTERNATIONAL INC. CONTENTS Clause Page 1. Certain Definitions 1 2. Business 4 3. Election of Directors; Management 5] [Our ref RDS\658851\4091489v2 Direct tel +852 2971 3046 Email richard.spooner@maplesandcalder.com Lentuo International Inc. A-18 Huagong Road, Guangqumenwai Chaoyang District, Beijing 100022 People’s Republic of China 18 November 2010 Dear Sirs Lentuo International Inc. Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Lentuo International Inc. (the “ 1 Documents Reviewed For the purposes of this] [October 29, 2010 Lentuo International Inc. Ladies and Gentlemen: For purposes of the opinion set forth below, we have, with the consent of the Company, relied upon the accuracy of the Registration Statement and the Prospectus. Very truly yours , 2 EX-8.1 8 a2199522zex-8_1.htm EX-8.1] [Confirmation Letter for PRC Legal Matters November 18, 2010 Lentuo International Inc. A-18 Huagong Road, Guangqunmenwai, Chaoyang District, Beijing 100124, People’s Republic of China. Re: Lentuo International Inc. PRC Company Offering ADSs NASDAQ We have acted as the People’s Republic of China (the “ Registration Statemen Prospectus We have realized our name was referred to in the registration statement (“] [LENTUO INTERNATIONAL INC. 1. Purposes of the Plan . The purposes of this Plan are: · to attract and retain the best available personnel for positions of substantial responsibility; · to provide additional incentive to Employees, Directors and Consultants; and · to promote the success of the Company’s business. The Plan permits the grant of Incentive Stock Options, Nonstatutory Stock] [INDEMNIFICATION AGREEMENT RECITALS 1. The Company recognizes that highly competent persons are becoming more reluctant to serve corporations as directors or in other capacities unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and actions against them arising out of their services to the corporation. 2. The Board of Directors of the Company] [Form of Key Employee Agreement Address: Dear Mr./Ms. [ · ]: On behalf of Lentuo International Inc., a limited liability company organized under the laws of the Cayman Islands (the “Company”), I am pleased to offer you the following appointment upon and subject to the following terms and conditions: 1. Position and Duties Your position will be [ · ].] [Letter of Authorization for Automobile Dealer Subject to applicable regulations of relevant PRC governmental authorities and the marketing network requirements of the FAW Group Corporation, we hereby authorize to be a dealer for the automobiles of our company within Beijing, PRC. FAW-Volkswagen Sales Co., Ltd. 1. Authorizer: 2. Description of the auto brands covered under this letter: No. Authorized Brands] [FAW-Volkswagen Audi Dealership Agreement Table of Contents RECITALS 3 CHAPTER I BASES FOR AGREEMENT 3 ARTICLE 1 DEFINITIONS 3 ARTICLE 2 AGREEMENT 3 CHAPTER II 4] [FAW-Mazda Motor Sales Co., Ltd. Dealership Contract Preamble This contract (this “Contract”) is entered into for the purpose of establishing an authorized automobile dealer integrated with the functions of Product sale, supply of services and spare parts for the Products as well as information feedback in respect of the Products. Article 1 Parties to the Contract insert date insert place] [Contract Reference No.: Membership Code: Dealership Agreement by and between Shanghai-Volkswagen Sales Co., Ltd. And [Dealer] Recitals Parties to this Franchised Dealership Contract: (the “Parties”) Shanghai-Volkswagen Sales Co., Ltd. (the “Supplier”); and [Dealer] (the “Dealer”). Whereas, [Intentionally omitted] NOW, THEREFORE, the Parties hereby reach agreement as follows: Part I Bases for the Contract Article 1 Definitions The following terms shall] [Part I FAW-TOYOTA Motor Sales Co., Ltd. Dealership Contract Dated: Table of Contents CHAPTER 1 DEFINITIONS 3 CHAPTER 2 RECOGNITION 4 CHAPTER 3 CONDITIONS FOR RECOGNITION 5 CHAPTER 4 INDIVIDUAL PURCHASE AND SALES 10] [Chang An Ford Mazda Automobile Co., Ltd. Dealership Contract Preamble This contract (this “Contract”) is entered into for the purpose of establishing an authorized automobile dealer integrated with the functions of Product sale, supply of services and spare parts for the Products as well as information feedback in respect of the Products. Article 1 Parties to the Contract insert date] [EXCLUSIVE TECHNOLOGY CONSULTING AND SERVICE AGREEMENT THIS EXCLUSIVE TECHNOLOGY CONSULTING AND SERVICE AGREEMENT ( the “ Agreement ”) is made and entered into as of January 28, 2010, by and between the following parties: Party A: BEIJING ANHUI WANXING SCIENCE & TECHNOLOGY CO., LTD. Registered Address: Room 302, 38 Guangqudong Road, Chaoyang District, Beijing, P.R.C. Party B: BEIJING TUOZHAN INDUSTRIAL] [E XCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT THIS EXCLUSIVE EQUITY INTEREST PURCHASE AGREEMENT ( A the “ greement ”) 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, 4 th Floor, New Henry] [Power of Attorney PRC TUOZHAN LENTUO HK LENTUO HK is entitled to execute the Transfer Agreement mentioned in the Exclusive Equity Interest Purchase Agreement (Where our company shall be a party) within its authority and duly perform the Equity Interest Pledge Agreement and the Exclusive Equity Interest Purchase Agreement that are entered into simultaneously with this Power of Attorney by] [EQUITY INTEREST PLEDGE AGREEMENT THIS EQUITY INTEREST PLEDGE AGREEMENT (“ Agreement”) is entered into by and between the following parties on January 28, 2010. Pledgee: BEIJING ANHUI WANXING SCIENCE & TECHNOLOGY CO., LTD. (“Party A”) Registered Address: Room 302, 38 Guangqudong Road, Chaoyang District, Beijing, P.R.C. Pledgor: BEIJING LENTUO ELECTROMECHANICAL GROUP CO., LTD. (“Party B”) Registered Address: 38 Guangqudong Road,] [Registered Trademark License Agreement Licensor: Hetong Guo (Party A) Licensee: Beijing Anhui Wanxing Science & Technology 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] [Supplemental Agreement to the Registered Trademark License Agreement Party A: Hetong Guo Party B: Licensee: Beijing Anhui Wanxing Science & Technology Co., Ltd. (Party B) Whereas, 1. Party A and Party B entered into a Registered Trademark License Agreement in respect of the license of the registered trademark “Lentuo” numbered 3316554 on July 1, 2010 at the conference room of] [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] [Land Sublease Contract Lessor: Beijing Ruitong Yulong Investment Co., Ltd. (“Party A”) Address: 88 Guanyintang Village (Jinsong East Extension Road) Wansiying, Chaoyang District, Beijing Lessee: Beijing Tuozhan Industrial & Trading Development Co., Ltd. (“Party B”) Address: No.292, Zhangjiaxiang, Shibalidian County , Chaoyang District, Beijing Article 1 Subleased Land The land (the “Land”) proposed to be subleased to Party B with] [Qingnianlu Auto Mall Franchised Auto Store Land Lease Contract Date of Execution: May 28, 2003 Place of Execution: Beijing Dongfang Jiye Auto Mall Lessor: Beijing Dongfang Jixy Investment Co., Ltd. (“Party A”) Registered Address: 210 Yaojiayuan Road, Chaoyang District, Beijing, 100025 Legal Representative: Wang Xiaojing Telephone: 85759292 Lessee: Lentuo Aotong Automobile Trading Co., Ltd. (“Party B”) Registered Address: 210 Yaojiayuan] [List of Subsidiaries Wholly-Owned Subsidiaries Lentuo HK Limited Beijing Anhui Wanxing Science & Technology Co., Ltd. Beijing Jiashi Shengtong Investment Consulting Co., Ltd. Consolidated Affiliated Entity Beijing Tuozhan Industrial & Trading Development Co., Ltd. Beijing Aotong Automobile Trading Co., Ltd. Beijing Lentuo Chengxin Commercial & Trading Co., Ltd. Beijing Yuantongqiao Toyota Automobile Trading Co., Ltd. Beijing Tuojiacheng Commercial & Trading] [Consent of Independent Registered Public Accounting Firm We consent to the references to our firm under the captions “Experts”, “Summary Consolidated Financial and Operating Data” and “Selected Consolidated Financial and Operating Data”, and to the use of our report dated July 29, 2010, except for Note 26(d), as to which the date is October 29, 2010, in the Registration Statement] [LENTUO INTERNATIONAL INC. CODE OF BUSINESS CONDUCT AND ETHICS I. INTRODUCTION This Code of Business Conduct and Ethics helps ensure compliance with legal requirements and our standards of business conduct. All Company employees are expected to read and understand this Code of Business Conduct and Ethics, uphold these standards in day-to-day activities, comply with all applicable policies and procedures, and]