CONSORTIUM AGREEMENTConsortium Agreement • September 22nd, 2015 • Tencent Holdings LTD • Transportation services • New York
SUBSCRIPTION AGREEMENT dated as of December 17, 2017 among VIPSHOP HOLDINGS LIMITED WINDCREEK LIMITED and TENCENT MOBILITY LIMITEDSubscription Agreement • January 8th, 2018 • Tencent Holdings LTD • Retail-catalog & mail-order houses • New York
WHEREAS, as of the date of this Agreement, JD holds 16,230,127 ADSs (as defined below) of the Company, representing 3,246,025 Class A Shares (as defined below) of the Company. The Purchasers desire to subscribe for and purchase, severally and not jointly, and the Company desires to issue and sell certain Class A Shares of the Company to the Purchasers pursuant to the terms and conditions set forth in this Agreement;
EQUITY COMMITMENT LETTEREquity Commitment Letter • February 5th, 2016 • Tencent Holdings LTD • Transportation services • New York
Reference is made to the Agreement and Plan of Merger, dated as of the date hereof (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among China E-dragon Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands, China E-dragon Mergersub Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”) and eLong, Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”). Concurrently with the delivery of this letter agreement, the parties set forth on Schedule A (each, an “Other Sponsor”) are entering into letter agreements substantially identical to this letter agreement (each an “Othe
SHARE TRANSFER AGREEMENTShare Transfer Agreement • May 2nd, 2023 • Tencent Holdings LTD • Services-computer programming, data processing, etc. • New York
This SHARE TRANSFER AGREEMENT (this “Agreement”), dated as of April 28, 2023 is entered into by and between (i) JOYY Inc., an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Selling Shareholder”) and (ii) Linen Investment Limited, an exempted company incorporated with limited liability under the Laws of the British Virgin Islands (the “Purchaser”). The Selling Shareholder and the Purchaser are referred to in this Agreement collectively as the “Parties” and individually as a “Party.”
LIMITED GUARANTEELimited Guarantee • June 17th, 2020 • Tencent Holdings LTD • Services-computer processing & data preparation • New York
This Limited Guarantee (this “Limited Guarantee”), dated as of June 12, 2020, is made by Morespark Limited (the “Guarantor”), a private company limited by shares incorporated under the Laws of Hong Kong, in favor of Bitauto Holdings Limited, an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Guaranteed Party”). Each capitalized term used and not defined herein shall have the meaning ascribed to it in the Merger Agreement (as defined below), except as otherwise provided herein.
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 27th, 2016 • Tencent Holdings LTD • Services-computer processing & data preparation • New York
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of June 17, 2016 (the “Effective Date”), by and among Bitauto Holdings Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), JD.com Global Investment Limited, a company incorporated under the laws of the British Virgin Islands (“JD”), Dongting Lake Investment Limited, a company incorporated under the laws of the British Virgin Islands (“Dongting”), Morespark Limited, a company incorporated under the laws of the British Virgin Islands (“Morespark,” together with Dongting, “Tencent”), Baidu Holdings Limited, a company incorporated under the laws of the British Virgin Islands (“Baidu”).
SUPPORT AGREEMENTSupport Agreement • September 16th, 2019 • Tencent Holdings LTD • Services-computer processing & data preparation • New York
This SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of September 12, 2019, by and among Morespark Limited, a private company limited by shares incorporated under the laws of Hong Kong (“Tencent”), Hammer Capital Opportunities Fund L.P., an exempted limited partnership organized under the laws of the Cayman Islands, acting through its general partner Hammer Capital Opportunities General Partner, an exempted company with limited liability organized under the laws of the Cayman Islands (“Hammer” and, together with Tencent, the “Buyer Consortium”), and certain shareholders of Bitauto Holdings Limited, an exempted company organized and existing under the laws of the Cayman Islands (the “Company”), listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”).
VOTING AGREEMENTVoting Agreement • October 14th, 2020 • Tencent Holdings LTD • Services-computer programming, data processing, etc. • New York
This VOTING AGREEMENT (this “Agreement”), dated as of October 12, 2020, is entered into by and among Mr. Shaojie Chen, a PRC citizen with an identification number of [REDACTED] (“Shareholder”), HUYA Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Huya”), Nectarine Investment Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Tencent”) and, solely for purposes of Section 4(b), DouYu International Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“DouYu”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 24th, 2024 • Tencent Holdings LTD • Aircraft
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into on May 23, 2024, by and between Lilium N.V., a Dutch public limited liability company (naamloze vennootschap) (“Lilium”), and each Investor identified on the signature pages hereto (each an “Investor” and collectively the “Investors”).
AGREEMENT AND PLAN OF MERGER among THL A21 LIMITED, TitanSupernova Limited SOGOU INC. and solely for purposes of Section 9.09, Section 9.10 and Section 9.11 hereof, TENCENT MOBILITY LIMITED Dated as of September 29, 2020Merger Agreement • October 1st, 2020 • Tencent Holdings LTD • Services-computer programming services • New York
This AGREEMENT AND PLAN OF MERGER, dated as of September 29, 2020 (this “Agreement”), by and among THL A21 Limited, a business company with limited liability organized under the laws of the British Virgin Islands (“THL”), TitanSupernova Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly owned Subsidiary of THL (“Parent”), Sogou Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), and, solely for purposes of Section 9.09, Section 9.10 and Section 9.11 hereof, Tencent Mobility Limited, a company incorporated under the laws of Hong Kong (“TML”).
JOINT FILING AGREEMENTJoint Filing Agreement • December 16th, 2019 • Tencent Holdings LTD • Retail-catalog & mail-order houses
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D relating to the Class A Ordinary Shares, par value $0.0001 per share, of Vipshop Holdings Limited, a company incorporated under the laws of the Cayman Islands. This Joint Filing Agreement shall be included as an Exhibit to such joint filing, and may be executed in any number of counterparts all of which together shall constitute one and the same instrument.
INVESTOR RIGHTS AGREEMENT dated as of June 30, 2014 among 58.COM INC., OHIO RIVER INVESTMENT LIMITED and CERTAIN OTHER PARTIES NAMED HEREINInvestor Rights Agreement • July 10th, 2014 • Tencent Holdings LTD • Services-computer programming, data processing, etc. • Hong Kong
INVESTOR RIGHTS AGREEMENT, dated as of June 30, 2014 (this “Agreement”), among (1) 58.com Inc., a company incorporated under the laws of the Cayman Islands (the “Company”), (2) Jinbo Yao (the “Founder”), (3) Nihao China Corporation (together with the Founder, the “Founder Parties”), and (4) Ohio River Investment Limited, a company organized under the laws of the British Virgin Islands (the “Investor”).
TERMINATION AGREEMENTTermination Agreement • July 14th, 2021 • Tencent Holdings LTD • Services-computer programming, data processing, etc. • New York
This TERMINATION AGREEMENT (this “Agreement”) is made as of July 12, 2021, by and between Mr. Shaojie Chen, a PRC citizen with an identification number of (the “Selling Shareholder”), and Nectarine Investment Limited, a business company with limited liability incorporated under the laws of the British Virgin Islands (“Tencent”).
FORM OF WARRANTWarrant Agreement • May 24th, 2024 • Tencent Holdings LTD • Aircraft • New York
[THE SECURITIES REPRESENTED HEREBY AND THE UNDERLYING SECURITIES THAT MAY BE ISSUED UPON EXERCISE OF THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO A LOCKUP FOR 10 DAYS FROM THE ORIGINAL ISSUE DATE (THROUGH [●], 2024) AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, CHARGED, PLEDGED OR OTHERWISE DISPOSED DURING THE TERM OF THE LOCKUP.]
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • January 8th, 2018 • Tencent Holdings LTD • Retail-catalog & mail-order houses • New York
INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of December 29, 2017 (the “Effective Date”), by and among Vipshop Holdings Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), Mr. Eric Ya Shen , Mr. Arthur Xiaobo Hong (together, the “Founders”), Elegant Motion Holdings Limited and High Vivacity Holdings Limited, each a company incorporated under the laws of the British Virgin Islands (collectively with the Founders, the “Founder Parties”), Windcreek Limited, a company incorporated under the laws of the British Virgin Islands (“JD”), and Tencent Mobility Limited, a company limited by shares incorporated under the laws of Hong Kong (“Tencent,” together with JD, the “Investors” or each, and “Investor”).
INVESTMENT AGREEMENT dated as of April 17, 2015 among 58.COM INC., and OHIO RIVER INVESTMENT LIMITEDInvestment Agreement • April 20th, 2015 • Tencent Holdings LTD • Services-computer programming, data processing, etc. • Hong Kong
INVESTMENT AGREEMENT, dated as of April 17, 2015 (this “Agreement”), by and among (i) 58.com Inc., a company incorporated under the laws of the Cayman Islands (the “Company”), (ii) and Ohio River Investment Limited, a company organized under the laws of the British Virgin Islands (the “Purchaser”). The Company and the Purchaser are referred to in this Agreement together as the “Parties” and individually as a “Party”.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 26th, 2011 • Tencent Holdings LTD • Transportation services • Hong Kong
SHARE PURCHASE AGREEMENT (this “Agreement”) dated as of May 16, 2011 between eLong, Inc., an exempted limited liability company under the laws of the Cayman Islands (the “Company”) and TCH Sapphire Limited, a British Virgin Islands company limited by shares (the “Purchaser”).
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • May 26th, 2011 • Tencent Holdings LTD • Transportation services • Hong Kong
INVESTOR RIGHTS AGREEMENT (this “Agreement”) dated as of May 16, 2011 among eLong, Inc., an exempted limited liability company under the laws of the Cayman Islands (the “Company”), TCH Sapphire Limited, a British Virgin Islands company limited by shares (the “Investor”) and Expedia Asia Pacific-Alpha Limited, an exempted limited liability company under the laws of the Cayman Islands (“Expedia”).
JD.com, Inc. Lock-Up AgreementLock-Up Agreement • June 9th, 2014 • Tencent Holdings LTD • Retail-retail stores, nec
The undersigned understands that you, as representatives (the "Representatives"), propose to enter into an underwriting agreement (the "Underwriting Agreement") on behalf of the several underwriters to be named in Schedule I to such agreement (collectively, the "Underwriters") with JD.com, Inc., a company incorporated in the Cayman Islands (the "Company"), and certain other parties to be named in such agreement, providing for a public offering (the "Public Offering") of American Depositary Shares (the "ADSs") representing Class A ordinary shares of the Company, par value US$0.00002 per share (the "Ordinary Shares"), pursuant to a Registration Statement on Form F-1 and a Registration Statement on Form F-6 to be filed with the U.S. Securities and Exchange Commission (the "SEC").
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • June 17th, 2020 • Tencent Holdings LTD • Services-computer processing & data preparation • New York
This INTERIM INVESTORS AGREEMENT (the “Agreement”) is made as of June 12, 2020, by and among Morespark Limited, a private company limited by shares incorporated under the law of Hong Kong (“Tencent”), Hammer Capital Opportunities Fund L.P., an exempted limited partnership organized under the laws of the Cayman Islands, acting through its general partner Hammer Capital Opportunities General Partner, an exempted company with limited liability organized under the laws of the Cayman Islands (“Hammer”, together with Tencent, the “Principal Investors” and, each, a “Principal Investor”), Mr. Bin Li (李斌) (the “Founder”), each person as set forth in Exhibit A to this Agreement other than Hammer (each, a “Rollover Investor” and, collectively, the “Rollover Investors”), Yiche Holding Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”) and Yiche Mergersub Limited, an exempted company incorporated with limited liability under the laws of
SHARE TRANSFER AGREEMENTShare Transfer Agreement • April 10th, 2020 • Tencent Holdings LTD • Services-computer programming, data processing, etc. • New York
This SHARE TRANSFER AGREEMENT (this “Agreement”), dated as of April 3, 2020 is entered into by and between (i) JOYY Inc., an exempted company incorporated with limited liability under the Laws of the Cayman Islands (the “Selling Shareholder”) and (ii) Linen Investment Limited, an exempted company incorporated with limited liability under the Laws of the British Virgin Islands (the “Purchaser”). The Selling Shareholder and the Purchaser are referred to in this Agreement collectively as the “Parties” and individually as a “Party.”
AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENTShare Purchase Agreement • July 21st, 2021 • Tencent Holdings LTD • Services-computer programming services
This AMENDMENT NO. 2 TO SHARE PURCHASE AGREEMENT, dated as of July 19, 2021 (this “Amendment”), by and among (a) TitanSupernova Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Buyer”), (b) Sohu.com (Search) Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands (“Seller”), and (c) Sohu.com Limited, an exempted company with limited liability incorporated under the Laws of the Cayman Islands and the 100% parent of Seller (“Sohu”, and together with Seller, the “Seller Parties”).
SUPPORT AGREEMENTSupport Agreement • June 17th, 2020 • Tencent Holdings LTD • Services-computer processing & data preparation • New York
This SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 12, 2020, by and among Yiche Holding Limited, an exempted company organized and existing under the laws of the Cayman Islands (“Parent”) and certain shareholders of Bitauto Holdings Limited, an exempted company organized and existing under the laws of the Cayman Islands (the “Company”), listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”).
LOCK-UP AGREEMENTLock-Up Agreement • August 6th, 2018 • Tencent Holdings LTD • Services-business services, nec • New York
China International Capital Corporation Hong Kong Securities Limited 29th Floor, One International Finance Centre 1 Harbour View Street Central, Hong Kong
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 24th, 2024 • Tencent Holdings LTD • Aircraft
This PURCHASE AGREEMENT (this “Agreement”) is entered into on May 23, 2024, by and between Lilium N.V., a Dutch public limited liability company (naamloze vennootschap) (“Lilium”), and the Investor as identified on the signature page hereto (the “Investor”).
Support AgreementSupport Agreement • August 5th, 2020 • Tencent Holdings LTD • Services-computer programming services • New York
This SUPPORT AGREEMENT (this “Agreement”), dated as of July 27, 2020, is made by and between Mr. Charles Zhang (“Mr. Zhang”) and Tencent Holdings Limited, a Cayman Islands company (“Tencent”, and together with Mr. Zhang, the “Parties”).
CONTRIBUTION AGREEMENTContribution Agreement • October 1st, 2020 • Tencent Holdings LTD • Services-computer programming services • New York
This CONTRIBUTION AGREEMENT (this “Agreement”) is entered into as of September 29, 2020, by and between THL A21 Limited, a business company with limited liability organized under the laws of the British Virgin Islands (“THL”), and TitanSupernova Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned Subsidiary of THL (“Parent”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • February 10th, 2021 • Tencent Holdings LTD • Services-computer programming services • Delaware
This VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of February 8, 2021, is entered into by and among Electronic Arts Inc., a Delaware corporation (“Parent”), Giants Acquisition Sub, Inc., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”), and Red River Investment Limited, a British Virgin islands company and a direct wholly owned subsidiary of Tencent Holdings Limited (“Stockholder”). All terms used but not otherwise defined in this Agreement shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
AMENDMENT TO BRIDGE LOAN AGREEMENTBridge Loan Agreement • December 15th, 2015 • Tencent Holdings LTD • Services-computer programming, data processing, etc. • New York
This AMENDMENT dated as of December 11, 2015 (this “Amendment”) between 58.COM INC., a company incorporated under the laws of the Cayman Islands (the “Company”), and OHIO RIVER INVESTMENT LIMITED, a company organized under the laws of the British Virgin Islands (the “Lender”).
Joint Filing AgreementJoint Filing Agreement • April 10th, 2020 • Tencent Holdings LTD • Services-computer programming, data processing, etc.
This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same instrument.
JOINT FILING AGREEMENTJoint Filing Agreement • March 12th, 2019 • Tencent Holdings LTD • Services-miscellaneous business services
This Joint Filing Agreement hereby confirms the agreement by and among the undersigned that the Schedule 13D filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the Class A ordinary shares and Class B ordinary shares, par value $0.0005 per share, of Sea Limited is being filed, and all amendments thereto, will be filed, on behalf of each of the entities named below that is named as a reporting person in such filing in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
STOCK PURCHASE AGREEMENTStock Purchase Agreement • June 23rd, 2023 • Tencent Holdings LTD • Motor vehicles & passenger car bodies • New York
STOCK PURCHASE AGREEMENT, dated as of June 20, 2023 (this “Agreement”), between Image Frame Investment (HK) Limited (“Seller”), a company incorporated under the laws of Hong Kong, and the purchaser listed on Schedule I attached hereto (the “Purchaser”).
WRITTEN ACKNOWLEDGEMENT TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 10th, 2020 • Tencent Holdings LTD • Services-computer programming, data processing, etc.
Reference is hereby made to the Registration Rights Agreement dated as of April 3, 2020, by and between HUYA Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”) and JOYY Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “JOYY”), pursuant to which the Company has agreed to grant to JOYY certain registration rights with respect to Registrable Securities (the “Registration Rights Agreement”). Capitalized terms used but otherwise undefined herein shall have the same meaning ascribed to them in the Registration Rights Agreement.
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • February 5th, 2016 • Tencent Holdings LTD • Transportation services • New York
This INTERIM INVESTORS AGREEMENT (the “Agreement”) is made as of February 4, 2016, by and among TCH Sapphire Limited, a British Virgin Islands company (“TCH”), C-Travel International Limited, a Cayman Islands company (“C-Travel”), Seagull Limited, a British Virgin Islands company (“Seagull”), Ocean Imagination L.P., an exempted limited partnership registered under the laws of the Cayman Islands (“Ocean” and together with TCH, C-Travel and Seagull, the “Principal Investors”), Luxuriant Holdings Limited, a Cayman Islands company (“Luxuriant”), and Oasis Limited, a British Virgin Islands company and Zhou Rong (周荣) (collectively, “Management,” and together with the Principal Investors and Luxuriant, the “Investors”), China E-dragon Holdings Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”) and China E-dragon Mergersub Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands and wholl
JOINT FILING AGREEMENTJoint Filing Agreement • February 3rd, 2023 • Tencent Holdings LTD • Security brokers, dealers & flotation companies
The undersigned hereby agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.
