DEPOSIT AGREEMENT by and among SECOO HOLDING LIMITED as Issuer, DEUTSCHE BANK TRUST COMPANY AMERICAS as Depositary, AND THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES EVIDENCED BY AMERICAN DEPOSITARY RECEIPTS ISSUED HEREUNDER Dated as...Deposit Agreement • September 11th, 2017 • Secoo Holding LTD • Retail-retail stores, nec • New York
DEPOSIT AGREEMENT, dated as of September , 2017, by and among (i) Secoo Holding Limited, a company incorporated in the Cayman Islands, with its principal executive office at 15/F, Building C, Galaxy SOHO, Chaonei Street, Dongcheng District, Beijing 100000, the People’s Republic of China (together with its successors, the “Company”), (ii) Deutsche Bank Trust Company Americas, an indirect wholly owned subsidiary of Deutsche Bank A.G., acting in its capacity as depositary, with its principal office at 60 Wall Street, New York, NY 10005, United States of America and any successor depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares evidenced by American Depositary Receipts issued hereunder (all such capitalized terms as hereinafter defined).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec • New York
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2017 by and between Secoo Holding Limited, an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), and ([Passport/ID] Number ) (the “Indemnitee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 11th, 2017 • Secoo Holding LTD • Retail-retail stores, nec • Hong Kong
WHEREAS, the Company plans to file a registration statement on Form F-1 on July 21, 2017 (as may be amended from time to time, the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) in connection with the initial public offering (the “Offering”) by the Company of American Depositary Shares (“ADS”) representing [Class A ordinary shares] (“Ordinary Shares”) of the Company as specified in the Registration Statement; and
Loan AgreementLoan Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec
This Loan Agreement (the “Agreement”) is made and entered into by and between the following parties on September 15th, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”, excluding Hong Kong SAR, Macau SAR and Taiwan region solely for the purpose of this Agreement).
Exclusive Option AgreementExclusive Option Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec
This Exclusive Option Agreement (“Agreement”) is executed by and among the following Parties as of September 15th, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”, excluding Hong Kong SAR, Macau SAR and Taiwan region solely for the purpose of this Agreement):
EMPLOYMENT AGREEMENTEmployment Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 2017 by and between Secoo Holding Limited, 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 subsidiaries and affiliates (collectively, the “Group”).
Deposit Account Pledge Agreement (applicable to general credit or ordinary loans)Deposit Account Pledge Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec
Instructions: This Agreement is concluded by the parties hereto on the basis of equality and free will in accordance with the relevant laws and regulations, and all the clauses hereof are expression of true intention of the parties. In order to sufficiently protect the lawful rights of the Pledgor, the Pledgee requests the Pledgor to carefully read the clauses of this Agreement, especially those in bold herein and take the contents thereof into full consideration. If there is any question or ambiguity, please promptly consult the Pledgee or professional agency or personnel.
Guarantee Agreement (Maximum Amount) For Corporate Guarantor (Ref No.: CL201511002-GA-1-001)Guarantee Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec
Exclusive Option AgreementExclusive Option Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties as of the 24th day of May, 2011 in Beijing, China:
Share Pledge AgreementShare Pledge Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec
In this Agreement, each of Pledgee, Pledgors and Party C shall be referred to as a “Party” respectively, and they shall be collectively referred to as the “Parties”.
Power of Attorney AgreementPower of Attorney Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec
This Power of Attorney Agreement (this “Agreement”) is executed by and between the following Parties as of the 24th day of May, 2011 in Beijing, China :
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • June 11th, 2020 • Secoo Holding LTD • Retail-retail stores, nec • Hong Kong
THIS INVESTOR RIGHTS AGREEMENT (as maybe amended, supplemented, modified or varied from time to time in accordance with the terms hereof, the “Agreement”), is entered into on June 4, 2020, by and among:
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec
This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following Parties on the 24th day of May, 2011 in Beijing, China.
Exclusive Intellectual Property Purchase AgreementExclusive Intellectual Property Purchase Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec
This Exclusive Intellectual Property Purchase Agreement (this “Agreement”) is made and entered into by and between the following Parties on the 24th day of May, 2011 in Beijing, China.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 11th, 2020 • Secoo Holding LTD • Retail-retail stores, nec • Hong Kong
THIS SHARE PURCHASE AGREEMENT (as maybe amended, supplemented, modified or varied from time to time in accordance with the terms hereof, the “Agreement”), is entered into on June 3, 2020, by and between:
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec
This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on September 15, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”, excluding Hong Kong SAR, Macau SAR and Taiwan region solely for the purpose of this Agreement).
Equity Interest Pledge AgreementEquity Interest Pledge Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec
This Equity Interest Pledge Agreement (“Agreement”) is executed by and among the following Parties as of September 15th, 2014 in Beijing, the People’s Republic of China (“China” or the “PRC”, excluding Hong Kong SAR, Macau SAR and Taiwan region solely for the purpose of this Agreement):
General Credit ContractGeneral Credit Contract • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec • Hong Kong
Instructions: This Agreement is concluded by the parties hereto on the basis of equality and free will in accordance with the relevant laws and regulations, and all the clauses hereof are expression of true intention of the parties. In order to sufficiently protect the lawful rights of the Debtor, the Creditor requests the Debtor to carefully read the clauses of this Agreement, especially those in bold herein and take the contents thereof into full consideration. If there is any question or ambiguity, please promptly consult Party B or professional agency or personnel.
Deposit Account Pledge AgreementDeposit Account Pledge Agreement • April 26th, 2018 • Secoo Holding LTD • Retail-retail stores, nec
Instructions: This Agreement is concluded by the parties hereto on the basis of equality and free will in accordance with the relevant laws and regulations, and all the clauses hereof are expression of true intention of the parties. In order to sufficiently protect the lawful rights of the Pledgor, the Pledgee requests the Pledgor to carefully read the clauses of this Agreement, especially those in bold herein and take the contents thereof into full consideration. If there is any question or ambiguity, please promptly consult the Pledgee or professional agency or personnel.
Floating Mortgage Agreement (Maximum Amount) (Ref No.: CL201511002-FM-001)Floating Mortgage Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec
Facility Agreement For working capital loans (Ref No.: CL201511002)Facility Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec • Macau
Pursuant to the terms and conditions of this Agreement (“the Agreement”), the Financing Bank agrees to make the facility available to the Client(s) as below (“the Facility”):
Supplemental Agreement to Exclusive Business Cooperation AgreementSupplemental Agreement to Exclusive Business Cooperation Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec
This Supplemental Agreement to Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into in Beijing, China on March 26, 2015 by and between:
Amendment Agreement to the Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec
This Amendment Agreement to the Exclusive Business Cooperation Agreement (this “Agreement”) is entered into by and between the following parties on March 26, 2015, in the city of Beijing, the People’s Republic of China (the “PRC”).
Amendment Agreement (Ref. No.: CL201511002-001)Amendment Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec
Secoo Holding Limited 8,500,000 American Depositary Shares Representing 4,250,000 Class A Ordinary Shares (Par Value US$0.001 Per Share) UNDERWRITING AGREEMENTUnderwriting Agreement • September 11th, 2017 • Secoo Holding LTD • Retail-retail stores, nec • New York
The undersigned is a record or beneficial owner of American Depositary Shares of the Company (“ADSs”), each representing Class A ordinary share[s], par value per share, of the Company (the “Class A Ordinary Shares”, and together with the Company’s Class B ordinary shares, par value per share, the “Ordinary Shares”), of Ordinary Shares or of securities convertible into or exchangeable or exercisable for ADSs or Ordinary Shares. The Company proposes to conduct a public offering of ADSs (the “Offering”) for which Jefferies LLC (“Jefferies”) will act as the representative of the underwriters (the “Representative”). The undersigned recognizes that the Offering will benefit each of the Company and the undersigned. The undersigned acknowledges that the underwriters are relying on the representations and agreements of the undersigned contained in this letter agreement in conducting the Offering and, at a subsequent date, in entering into an underwriting agreement (the “Underwriting Agreement”)
SUBSCRIPTION AGREEMENTSubscription Agreement • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec • New York
WHEREAS, the Company plans to file a registration statement on Form F-1 in or about [October], 2017 (as may be amended from time to time, the “Registration Statement”) with the United States Securities and Exchange Commission (the “SEC”) in connection with the initial public offering (the “Offering”) by the Company of American Depositary Shares (“ADS”) representing [Class A ordinary shares] (“Ordinary Shares”) of the Company as specified in the Registration Statement; and
AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholder Agreements • August 25th, 2017 • Secoo Holding LTD • Retail-retail stores, nec • Hong Kong
The Series A-1 Preferred Shareholders, Series A-2 Preferred Shareholders, Series B Preferred Shareholders, Series C Preferred Shareholders, Series D Preferred Shareholders and Series E Preferred Shareholders are collectively referred to as the “Preferred Shareholders”, and each, a “Preferred Shareholder”.
LOAN AGREEMENTLoan Agreement • April 26th, 2018 • Secoo Holding LTD • Retail-retail stores, nec • Hong Kong
National Trust Co., Ltd. and Xiamen International Co., Ltd Company (the “Client”) entered into the National Trust · Jialong No. 40 Single Fund Trust Agreement (the “Trust Agreement”), numbered (NT TUO ZI 17-004-40-02) on October 27, 2017. In accordance with the Trust Agreement, funds legitimately possessed by the Client shall be under management, utilization and disposal of Party B and Party B shall issue loans to Party A through the trust fund.
REFINANCING AGREEMENT BY AND AMONG SECOO HOLDING LIMITED SIKU HOLDING LIMITED EACH OF THE ENTITIES SET OUT IN SCHEDULE 1 AND GREAT WORLD LUX PTE. LTD Dated as of March 4, 2022Refinancing Agreement • May 13th, 2022 • Secoo Holding LTD • Retail-retail stores, nec • Hong Kong
THIS REFINANCING AGREEMENT (this “Agreement”) is made and entered into on March 4, 2022 by and among (i) Secoo Holding Limited, an exempted limited Liability company organized under the Laws of the Cayman Islands (the “Issuer”), (ii) Siku Holding Limited, a business company incorporated under the Laws of the British Virgin Islands (the “Controlling Shareholder”), (iii) each of the entities set out in Schedule 1, and (iv) Great World Lux Pte. Ltd, a private company limited by shares organized under the Laws of the Republic of Singapore (the “Holder”).
CONVERTIBLE NOTE AND WARRANT SUBSCRIPTION AGREEMENT dated as of July 9, 2018 between SECOO HOLDING LIMITED and GREAT WORLD LUX PTE. LTDConvertible Note and Warrant Subscription Agreement • April 29th, 2019 • Secoo Holding LTD • Retail-retail stores, nec • Hong Kong
WHEREAS the Purchaser desires to subscribe for and purchase and the Company desires to issue and sell certain Convertible Note (as defined below) and certain Warrant (as defined below) pursuant to the terms and conditions set forth in this Agreement;
AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholder Agreement • September 25th, 2015 • Secoo Holding LTD • Retail-retail stores, nec • Hong Kong
The Series A-1 Preferred Shareholders, Series A-2 Preferred Shareholders, Series B Preferred Shareholders, Series C Preferred Shareholders, Series D Preferred Shareholders and Series E Preferred Shareholders are collectively referred to as the “Preferred Shareholders”, and each, a “Preferred Shareholder”.
