DEPOSIT AGREEMENT by and among AIHUISHOU INTERNATIONAL CO. LTD. and CITIBANK, N.A., as Depositary, and ALL HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of June 17, 2021Deposit Agreement • August 31st, 2021 • AiHuiShou International Co. Ltd. • Retail-retail stores, nec • New York
DEPOSIT AGREEMENT, dated as of June 17, 2021, by and among (i) AIHUISHOU INTERNATIONAL CO. LTD., an exempted company incorporated with limited liability under the laws of the Cayman Islands, and its successors (the “Company”), (ii) CITIBANK, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) acting in its capacity as depositary, and any successor depositary hereunder (Citibank in such capacity, the “Depositary”), and (iii) all Holders and Beneficial Owners of American Depositary Shares issued hereunder (all such capitalized terms as hereinafter defined).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 28th, 2021 • AiHuiShou International Co. Ltd. • Retail-retail stores, nec
This INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of , 2021 by and between AiHuiShou International Co. Ltd., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”), and (ID Card No. ) (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 28th, 2021 • AiHuiShou International Co. Ltd. • Retail-retail stores, nec • New York
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 2021 by and between AiHuiShou International Co. Ltd., an exempted company incorporated and existing under the laws of the Cayman Islands (the “Company”) and (ID Card/Passport No. ) (the “Executive”).
AIHUISHOU INTERNATIONAL CO. LTD. [ 🌑 ] American Depositary Shares Representing [ 🌑 ] Class A Ordinary Shares (par value US$0.001 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • June 15th, 2021 • AiHuiShou International Co. Ltd. • Retail-retail stores, nec • New York
Convertible Loan AgreementConvertible Loan Agreement • May 28th, 2021 • AiHuiShou International Co. Ltd. • Retail-retail stores, nec
This Convertible Loan Agreement (this “Agreement”) is hereby made and entered into in Shanghai, the People’s Republic of China (the “PRC”, for the purposes of this Agreement, excluding the Hong Kong SAR, the Macau SAR and Taiwan) as of November 19, 2020 by and among:
Option Purchase AgreementOption Purchase Agreement • April 27th, 2022 • ATRenew Inc. • Retail-retail stores, nec
For the purposes hereof, Party A and Party B are hereinafter referred to individually as a “Party” and collectively as the “Parties”.
SHARE REPURCHASE AGREEMENTShare Repurchase Agreement • May 28th, 2021 • AiHuiShou International Co. Ltd. • Retail-retail stores, nec • Hong Kong
The Company and the Selling Shareholder may hereinafter respectively be referred to as a “Party” and collectively be referred to as the “Parties”.
SHARE PURCHASE AGREEMENTShare Purchase Agreement • May 28th, 2021 • AiHuiShou International Co. Ltd. • Retail-retail stores, nec • Hong Kong
WHEREAS, the Company, the Major Group Companies, the Founders, the Founder Holding Companies, and the Prior Series F Investors (as defined below) entered into a share purchase agreement (the “Prior Series F SPA”), under which the Company agrees to issue and sell to the Prior Series F Investors and the Prior Series F Investors agree to purchase certain amount of Series F Preferred Shares, Series C-3 Preferred Shares and Ordinary Shares (collectively, the “Prior Issuance”).
Amended and Restated Power of AttorneyPower of Attorney • May 28th, 2021 • AiHuiShou International Co. Ltd. • Retail-retail stores, nec
Amended and Restated Business Cooperation AgreementBusiness Cooperation Agreement • May 28th, 2021 • AiHuiShou International Co. Ltd. • Retail-retail stores, nec • Hong Kong
This Amended and Restated Business Cooperation Agreement (this “Agreement”) is made on April 20, 2021 (“Effective Date”) by and between:
Business Cooperation Framework Agreement between Chengdu Kuaigou Technology Co., Ltd. and Shanghai Wanwuxinsheng Environmental Protection Technology Group Co., Ltd. May 25, 2021Business Cooperation Framework Agreement • May 28th, 2021 • AiHuiShou International Co. Ltd. • Retail-retail stores, nec
NOW, THEREFRE, this Agreement is entered into by and between the Parties through negotiation to be observed by each other.
Exclusive Option AgreementExclusive Option Agreement • May 28th, 2021 • AiHuiShou International Co. Ltd. • Retail-retail stores, nec
THIS EXCLUSIVE OPTION AGREEMENT (this “Agreement”) is entered into by and between the following parties on June 19, 2019 in Shanghai, the People’s Republic of China (the “PRC”, solely for the purposes of this Agreement, excluding the Hong Kong Special Administrative Region, the Macau Special Administrative Region and the islands of Taiwan):
Business Operation AgreementBusiness Operation Agreement • May 28th, 2021 • AiHuiShou International Co. Ltd. • Retail-retail stores, nec
This Business Operation Agreement (this “Agreement”) is made on August 31, 2012 by and among the following parties (each “Party” and collectively the “Parties”):
AMENDMENT TO THE FOLLOW-ON SERIES E PREFERRED SHARE PURCHASE AGREEMENTFollow-on Series E Preferred Share Purchase Agreement • May 28th, 2021 • AiHuiShou International Co. Ltd. • Retail-retail stores, nec • Hong Kong
This Amendment to the Follow-On Series E Preferred Share Purchase Agreement, dated as of November 19, 2020 (this “Amendment”), is entered into by and among:
Third Amended and Restated Share Pledge AgreementShare Pledge Agreement • May 28th, 2021 • AiHuiShou International Co. Ltd. • Retail-retail stores, nec
This Third Amended and Restated Share Pledge Agreement (this “Agreement”) is made on December 7, 2020 by and among Shanghai Aihui Trading Co., Ltd. (a wholly foreign-owned enterprise duly incorporated and validly existing under the laws of the People’s Republic of China), having its registered address at Room 611, Building 1, No.1616 Changyang Road, Yangpu District, Shanghai (the “Pledgee”);
THE EIGHTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENTShareholder Agreement • May 28th, 2021 • AiHuiShou International Co. Ltd. • Retail-retail stores, nec • Hong Kong
NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
Termination Agreement Relating to Control AgreementsTermination Agreement • April 27th, 2022 • ATRenew Inc. • Retail-retail stores, nec
This Termination Agreement Relating to Control Agreements (this “Agreement”) is entered into in Shanghai on March 31, 2022 by and among:
Exclusive Technology Consulting and Management Service AgreementExclusive Technology Consulting and Management Service Agreement • May 28th, 2021 • AiHuiShou International Co. Ltd. • Retail-retail stores, nec
This Exclusive Technology Consulting and Management Service Agreement (this “Agreement”) is made on August 31, 2012 by and between:
EQUITY PLEDGE AGREEMENTEquity Pledge Agreement • May 28th, 2021 • AiHuiShou International Co. Ltd. • Retail-retail stores, nec
THIS EQUITY PLEDGE AGREEMENT (this “Agreement”) is entered into by and between the following parties on June 19, 2019 in Shanghai, the People’s Republic of China (the “PRC”, solely for the purposes of this Agreement, excluding the Hong Kong Special Administrative Region, the Macau Special Administrative Region and the islands of Taiwan):
Voting Proxy Agreement Voting Proxy AgreementVoting Proxy Agreement • May 28th, 2021 • AiHuiShou International Co. Ltd. • Retail-retail stores, nec
Party B: Shanghai Yueyee Network Information Technology Co., Ltd., a limited liability company incorporated in Shanghai, the PRC, having its domicile at Rooms 1202-3, Building 2, No.335 Guoding Road, Yangpu District, Shanghai; and
Joinder AgreementJoinder Agreement • April 27th, 2022 • ATRenew Inc. • Retail-retail stores, nec
Share Pledge AgreementShare Pledge Agreement • April 27th, 2022 • ATRenew Inc. • Retail-retail stores, nec
WHEREAS, the Pledgor holds the equity interests in Shanghai Wanwuxinsheng Environmental Protection Technology Group Co., Ltd. (a limited liability company duly incorporated and validly existing under the laws of the PRC with its registered address at Room 1101-1103, No. 433 Songhu Road, Yangpu District, Shanghai (the “Company”) in proportion to the capital contribution as set out below:
EQUITY TRANSFER AGREEMENTEquity Transfer Agreement • April 27th, 2022 • ATRenew Inc. • Retail-retail stores, nec
NOW, THEREFORE, based on the principles of equality and mutual benefit and through friendly consultations, the Parties have agreed as follows:
FOLLOW-ON SERIES E PREFERRED SHARE PURCHASE AGREEMENTFollow-on Series E Preferred Share Purchase Agreement • May 28th, 2021 • AiHuiShou International Co. Ltd. • Retail-retail stores, nec • Hong Kong
THIS FOLLOW-ON SERIES E PREFERRED SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September 4, 2020 by and among
Termination AgreementTermination Agreement • April 27th, 2022 • ATRenew Inc. • Retail-retail stores, nec
Shanghai Aihui Trading Co., Ltd., a wholly foreign-owned enterprise duly incorporated and validly existing under the laws of the PRC with its registered address at Room 611, Building 1, 1616 Changyang Road, Yangpu District, Shanghai (“Shanghai Aihui”);
SERIES E PREFERRED SHARE PURCHASE AGREEMENTSeries E Preferred Share Purchase Agreement • May 28th, 2021 • AiHuiShou International Co. Ltd. • Retail-retail stores, nec • Hong Kong
WHEREAS, the Company desires to issue and sell to the JD Buyco and the JD Buyco desires to purchase from the Company up to an aggregate amount of 27,500,098 Series E Preferred Shares pursuant to the terms and subject to the conditions set forth in this Agreement.
Fifth Supplemental Agreement to the Exclusive Technology Consulting and Management Service AgreementExclusive Technology Consulting and Management Service Agreement • May 28th, 2021 • AiHuiShou International Co. Ltd. • Retail-retail stores, nec
This Fifth Supplemental Agreement to the Exclusive Technology Consulting and Management Service Agreement (this “Supplemental Agreement”) is made on March 12, 2021 (the “Execution Date”) in Shanghai, the People’s Republic of China (the “PRC”, for the purposes hereof, excluding Hong Kong, Macau and Taiwan) by and between:
SERIES E PREFERRED SHARE PURCHASE AGREEMENTSeries E Preferred Share Purchase Agreement • May 28th, 2021 • AiHuiShou International Co. Ltd. • Retail-retail stores, nec • Hong Kong
WHEREAS, the Company desires to issue and sell to Investors and Investors desire to purchase from the Company up to an aggregate amount of 2,521,844 Series E Preferred Shares pursuant to the terms and subject to the conditions set forth in this Agreement.
EXCLUSIVE BUSINESS COOPERATION AGREEMENTExclusive Business Cooperation Agreement • May 28th, 2021 • AiHuiShou International Co. Ltd. • Retail-retail stores, nec
THIS EXCLUSIVE BUSINESS COOPERATION AGREEMENT (this “Agreement”) is entered into by and between the following parties on June 19, 2019 in Shanghai, the People’s Republic of China (the “PRC”, solely for the purposes of this Agreement, excluding the Hong Kong Special Administrative Region, the Macau Special Administrative Region and the islands of Taiwan):
