EX-99.2 3 d943552dex992.htm EX-99.2 SHARE PURCHASE AGREEMENT dated as of June 9, 2015 Between GSR VENTURES III, L.P. CEYUAN VENTURES II, L.P. CEYUAN VENTURES ADVISORS FUND II, LLC MR. ALAN QUJI GUO MR. LIANG ZHANG MR. XIN (KEVIN) WEN WINCORE HOLDINGS...
Exhibit 99.2
dated as of
June 9, 2015
Between
GSR VENTURES III, L.P.
CEYUAN VENTURES II, L.P.
CEYUAN VENTURES ADVISORS FUND II, LLC
MR. XXXX QUJI GUO
XX. XXXXX ZHANG
MR. XIN (XXXXX) WEN
WINCORE HOLDINGS LIMITED
CLINET INVESTMENTS LIMITED
VITZ HOLDINGS LIMITED
and
ZHEJIANG AOKANG SHOES CO., LTD.
relating to the purchase and sale
of
ordinary shares and American Depositary Shares
of
LIGHTINTHEBOX HOLDING CO., LTD.
SHARE PURCHASE AGREEMENT (this “Agreement”) dated as of June 9, 2015 by and among (i) ZheJiang AoKang Shoes Co., Ltd., a company incorporated under the laws of the PRC (“Investor”), (ii) GSR Ventures III, L.P., a limited partnership incorporated under the laws of the Cayman Islands (“GSR Ventures”), (iii) Ceyuan Ventures II, L.P., a limited partnership incorporated under the laws of the Cayman Islands, and Ceyuan Ventures Advisors Fund II, LLC, a company incorporated under the laws of the Cayman Islands (collectively, the “Ceyuan Entities”), (iv) Mr. Xxxx Quji Guo, a PRC national (“Xx. Xxx”), Xx. Xxxxx Zhang, a PRC national (“Xx. Xxxxx”) and Xin (Xxxxx) Wen, a PRC national (“Xx. Xxx”, together with Xx. Xxx and Xx. Xxxxx, the “Founder Shareholders”), and (v) Wincore Holdings Limited, Clinet Investments Limited and Vitz Holdings Limited, each of which is a company incorporated under the laws of the British Virgin Islands and wholly owned by Xx. Xxx, Xx. Xxxxx and Xx. Xxx, respectively (collectively, the “Founder SPVs”). Each of GSR Ventures, Ceyuan Entities and the Founder SPVs is referred to herein as a “Seller”, and collectively, “Sellers”. Each of Investor and Sellers is referred to herein as a “Party”, and collectively, the “Parties”.
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ARTICLE 1
Section 1.01. Definitions. The following terms, as used herein, have the following meanings:
“1933 Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“1934 Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“ADS” or “American Depositary Shares” means the rights and interests in the securities deposited with the Depositary under the Deposit Agreement granted to the holders and beneficial owners of such securities, pursuant to the terms and conditions of the Deposit Agreement. As of the date of this Agreement, each ADS represents the right to receive two (2) Shares of the Company.
“Affiliate” means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person; provided that neither the Company nor any Subsidiary shall be considered an Affiliate of any Seller. For purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms “controlling” and “controlled” have correlative meanings. With respect to any natural Person, each of the following Persons is such Person’s Affiliate for purposes of this Agreement: (i) spouse, (ii) parents, and (iii) children.
“Applicable Law” means, with respect to any Person, any transnational, domestic or foreign federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person, as amended unless expressly specified otherwise.
“Associate” means, with respect to any Person, (i) any company or organization (other than the Company or its Subsidiaries) of which such Person is, directly or indirectly, the record or beneficial owner of at least 10% or more of the outstanding equity securities of such corporation or organization, (ii) any trust or other estate in which such Person has a substantial beneficial interest or as to which such Person serves as trustee or in a similar fiduciary capacity, or (iii) any relative or spouse of such Person, or any relative of such spouse, who has the same home as such Person or who is a director or officer of the Company or its Subsidiaries.
“Business Day” means a day, other than Saturday, Sunday or any other day on which commercial banks in New York, the PRC, the British Virgin Islands, the Cayman Islands and Hong Kong are authorized or required by Applicable Law to close.
“Closing Date” means the date of the Closing.
“Company Board” means the board of directors of the Company.
“Company” means LightInTheBox Holding Co., Ltd., a company incorporated under the laws of the Cayman Islands.
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“Contract” means any agreement, contract, lease, indenture, instrument, note, debenture, bond, mortgage or deed of trust or other agreement, commitment, arrangement or understanding.
“Deposit Agreement” means the deposit agreement dated as of June 5, 2013 by and among the Company, the Depositary and all holders and beneficial owners of the American Depositary Shares, as may be amended from time to time.
“Depositary” means The Bank of New York Mellon, acting in its capacity as depositary under the Deposit Agreement, and any successor depositary.
“Governmental Authority” means any transnational, domestic or foreign federal, state or local governmental, regulatory or administrative authority, department, court, agency or official, including any political subdivision thereof.
“Hong Kong” means the Hong Kong Special Administrative Region.
“Indemnity Pro Rata Portion” means, in respect of any indemnity payable by a Seller, under Section 9.02, the proportion that the Purchase Price paid or payable to such Seller, bears to the total amount of Purchase Price paid or payable to all Sellers at the time of determination.
“Lien” means, with respect to any property or asset, any mortgage, lien, pledge, charge, deed of trust, title retention or other encumbrance of any kind securing, or conferring any priority of payment in respect of, any obligation of any Person, including without limitation any right granted by a transaction which, in legal terms, is not the granting of security but which has an economic or financial effect similar to the granting of security under applicable Laws, any lease, sub-lease, occupancy agreement, easement or covenant granting a right of use or occupancy to any Person, any proxy, power of attorney, voting trust agreement, interest, option, right of first offer, negotiation or refusal or transfer restriction in favour of any Person or other adverse claim of any kind in respect of such property or asset other than those deemed to be created by this Agreement (in the nature of all legal and contractual restrictions and requirements and monetary and non-monetary liens and encumbrances). For the purposes of this Agreement, a Person shall be deemed to own subject to a Lien any property or asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such property or asset.
“Material Adverse Effect” means any effect or change that would be (or could reasonably be expected to be) materially adverse to (a) the business, operations, properties, assets or conditions (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, that would cause a reduction or increase of at least US$20.0 million in the total net profits or net losses of the Company for 2014, as the case may be, or a reduction of at least US$20.0 million in the total net assets of the Company, including, in each case, any such effect resulting from or arising out of or in connection with economic, industry or market events, occurrences, developments, circumstances or conditions (including any changes in financial, commodities, Securities or banking markets), whether general or regional in nature or limited to any area in which the Company and the Subsidiary but only if such events, occurrences, developments, circumstances, conditions or changes have had a material adverse effect on the Company and the Subsidiaries that is greater than other companies in the same line of business; and (b) the ability of Sellers and Founder Shareholders to consummate the transactions contemplated under this Agreement.
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“MOFCOM” means the Ministry of Commerce of the PRC and/or its local counterparts, as the case may be.
“NDRC” means the National Development and Reform Commission of the PRC and/or its local counterparts, as the case may be.
“Person” means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization, including a Governmental Authority.
“PRC” means People’s Republic of China, excluding Hong Kong, the Macau Special Administrative Region and the island of Taiwan.
“Proceeding” means any legal, administrative, arbitral or other claims, suits, actions or proceedings or governmental or regulatory investigations.
“SAFE” means the State Administration of Foreign Exchange of the PRC and/or its local counterparts, as the case may be.
“SEC” means the U.S. Securities and Exchange Commission.
“Securities” means any Shares or any equity interest of, or shares of any class in the share capital (ordinary, preferred or otherwise) of, the Company and any convertible securities, options, warrants and any other type of equity or equity-linked securities convertible, exercisable or exchangeable for any such equity interest or shares of any class in the share capital of the Company.
“Shares” means ordinary shares of the Company of par value US$0.000067 per share.
“Shareholders Agreement” means the second amended and restated shareholders agreement dated as of 28 September 2010 by and among the Company, the Sellers, the Founder Shareholders and other parties thereto.
“Subject ADS” means the ADS to be sold by Sellers to Buyer (number of which shall be set forth opposite their respective names in Schedule A under the heading of “Purchase Securities”) under this Agreement, each representing two Ordinary Shares.
“Subject Ordinary Shares” means the Shares to be sold by Sellers to Buyer (number of which shall be set forth opposite their respective names in Schedule A under the heading of “Purchase Securities”) under this Agreement.
“Subject Securities” means, collectively, the Subject ADS and the Subject Ordinary Shares.
“Subsidiary” means any entity of which securities or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by the Company, and includes each of the VIE Entities.
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“Tax” means (i) any tax, governmental fee or other like assessment or charge of any kind whatsoever (including withholding on amounts paid to or by any Person), together with any interest, penalty, addition to tax or additional amount imposed by any Governmental Authority (a “Taxing Authority”) responsible for the imposition of any such tax (domestic or foreign), and any liability for any of the foregoing as transferee, (ii) in the case of the Company or any of its Subsidiaries, liability for the payment of any amount of the type described in clause (i) as a result of being or having been before the Closing Date a member of an affiliated, consolidated, combined or unitary group, or a party to any agreement or arrangement, as a result of which liability of the Company or any of its Subsidiaries to a Taxing Authority is determined or taken into account with reference to the activities of any other Person, and (iii) liability of the Company or any of its Subsidiaries for the payment of any amount as a result of being party to any Tax Sharing Agreement or with respect to the payment of any amount imposed on any Person of the type described in (i) or (ii) as a result of any existing express or implied agreement or arrangement (including an indemnification agreement or arrangement).
“Tax Sharing Agreements” means all existing agreements or arrangements (whether or not written) binding the Company or any of its Subsidiaries that provide for the allocation, apportionment, sharing or assignment of any Tax liability or benefit, or the transfer or assignment of income, revenues, receipts, or gains for the purpose of determining any Person’s Tax liability.
“VIE Entities” means each of (i) Shenzhen Xxxxxxx Huitong Technologies Co., Ltd. (“Xxxxxxx Huitong”), a company incorporated under the laws of the PRC, (ii) Beijing Xxxxxxx Gaochuang Technologies Co., Ltd., a company incorporated under the laws of the PRC and (iii) Shanghai Ouku Network Technologies Co., Ltd., a company incorporated under the laws of the PRC that is wholly owned by Xxxxxxx Huitong.
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ARTICLE 2
(a) The purchase price for each Subject ADS shall be US$6.30. The purchase price for each Subject Ordinary Share shall be US$3.15. The aggregate purchase price payable to each Seller (with respect to such Seller, its “Purchase Price”) shall be equal to the amount set forth opposite such Seller’s name under the heading “Purchase Price” in Schedule A and paid in the manner described in Section 2.02. Notwithstanding anything to the contrary in the foregoing, any Seller is entitled to request Buyer to pay the Purchase Price set forth opposite such Seller’s name under the heading “Purchase Price” in Schedule A in the equivalent amount of Hong Kong dollars at the applicable rates of exchange prevailing on the Closing Date or otherwise as agreed by such Seller and Investor in good faith, provided that the Seller so requests shall bear all the bank charges or other charges (if any) in connection to or arising from the conversion of the relevant Purchase Price from US dollar amount to Hong Kong dollar amount. Notwithstanding anything to the contrary in the foregoing, the Purchase Price shall be deemed to be paid in US dollars for all the purposes under this Agreement.
Section 2.02. Closing. The closing (the “Closing”) of the purchase and sale of the Subject Securities hereunder shall take place at the offices of Xxxxxxxx & Xxxxx, 26/F, Gloucester Tower, The Landmark, 15 Queen’s Road Central, Hong Kong, on a date as agreed among the Parties, but in any event no later than forty-five (45) days from the date hereof (the “Long Stop Date”), subject to the satisfaction, or, to the extent permissible, waiver by the Party or Parties entitled to the benefit, of each condition set forth in Article 8 (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction, or, to the extent permissible, waiver by the Party or Parties entitled to the benefit, of those conditions at the Closing), or at such other time or place as the Parties may agree.
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(a) an extract of the register of members of the Company, dated as of the Closing Date and duly certified by the registered agent of the Company, evidencing the ownership by Buyer of all of the Subject Ordinary Shares;
(b) in the case of certificated ADS, a certificate or certificates representing the Subject ADS, duly stamped as may be required by the laws of the State of New York and of the United States of America or in the case of uncertificated ADS, a proper instruction (including instructions through Direct Registration System and Profile Modification System as provided in Section 2.10 of the Deposit Agreement) as the Depositary or broker customarily utilizes in the case of a book-entry transfer of the Subject ADS to the brokerage account of Buyer;
(c) duly executed resignation and release letters, dated as of the Closing Date and substantially in the form attached hereto as Exhibit A, of each of the two (2) directors of the Company that are listed on Schedule B (the “Outgoing Directors”), evidencing their resignation as members of the Company Board (and as officer, director, supervisor and/or observer of the Company or all other Subsidiaries of the Company if such Outgoing Director also serves any such position);
(d) a copy of the register of directors of the Company, dated as of the Closing Date and duly certified by the registered office provider of the Company, evidencing the Company Board being composed of eight (8) directors, the resignation of each of the Outgoing Directors as directors of the Company and the appointment of the two (2) individuals set forth on Schedule C (the “Buyer Directors”) as directors of the Company; and
(e) a certified copy of the resolutions passed by the Company Board recognizing the removal of the Outgoing Directors and the appointment of the Buyer Directors; in each case, effective as of the Closing Date.
Section 2.04 Closing Deliveries by Sellers. At the Closing:
(a) where required by such Seller’s chartered documents, each Seller that is not a natural person shall deliver to Buyer a certified copy of the resolutions passed by its board of directors and/or its shareholders (in form and substance reasonably satisfactory to Buyer), in connection with entry into this Agreement and consummation of the transactions contemplated hereby;
(b) if not previously provided, each Seller shall deliver to Buyer an instrument of transfer executed by such Seller with respect to the Subject Ordinary Shares to be transferred by such Seller to Buyer in the form attached as Exhibit B to this Agreement; and
(c) certificates (dated at the Closing Date and in form and substance satisfactory to Buyer) executed by each Seller (or any authorised officer thereof, as applicable) certifying as to the fulfilment of the conditions specified in Section 8.01(a) and Section 8.02
Section 2.05 Closing Deliveries by Buyer. At the Closing:
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(a) Buyer shall deliver, or cause to be delivered, to each Seller for the Subject Securities of such Seller an amount equal to such Seller’s Purchase Price, in immediately available funds by wire transfer to an account to be designated by such Seller in a notice to Buyer, which notice shall be delivered not later than five (5) Business Days prior to the Closing Date;
(b) Buyer shall deliver to the Company written consents by each of the Buyer Directors to act as a director of the Company;
(c) a joinder agreement executed by Buyer to the effect that Buyer becomes a party to the Shareholders Agreement as an “Investor” subject to the terms and conditions of the Shareholders Agreement; and
(d) certificates (dated at the Closing Date and in form and substance satisfactory to Sellers) executed by Buyer’s authorised officer certifying as to the fulfilment of the conditions specified in Section 8.01 and Section 8.03.
ARTICLE 3
REPRESENTATIONS AND WARRANTIES OF SELLERS
Each Seller represents and warrants, severally and not jointly, to Buyer as of the date hereof and as of the Closing Date that:
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Section 3.08 No Brokers. Such Seller has not taken any action that would give rise to any claim by any person other than China Renaissance Securities (Hong Kong) Limited for brokerage commissions, finder’s fees or similar payments relating to this Agreement or the transactions contemplated hereby.
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ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF FOUNDER SHAREHOLDERS
Each Founder Shareholder represents and warrants, severally and not jointly, to Buyer as of the date hereof and as of the Closing Date that:
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ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to each of the Sellers and the Founder Shareholders as of the date hereof and as of the Closing Date that:
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ARTICLE 6
Section 6.02 Taxes; Registrations.
(a) Each of the Sellers agrees that it shall be responsible for (and shall indemnify Indemnified Parties against all Losses relating to) the Taxes applicable to such Seller in any jurisdiction arising from the transactions contemplated by this Agreement.
(b) The provisions of this Section 6.02 shall survive the Closing of this Agreement.
ARTICLE 7
(a) Subject to the exceptions set forth in this Section 7.02, each Party acknowledges and agrees that the following are confidential (“Confidential Information”): this Agreement, the transactions contemplated herein, information regarding this Agreement, information regarding Sellers, the Founder Shareholders, Buyer and their respective Affiliates, and information, materials and documents obtained pursuant to this Agreement, with the exception that any of the foregoing which (i) is or becomes generally available to the public other than as a result of a disclosure in violation of this Agreement or other obligation of confidentiality, (ii) was available on a nonconfidential basis prior to its disclosure pursuant to this Agreement or the transactions contemplated hereunder, or (iii) becomes available on a nonconfidential basis from a Person who is not prohibited from disclosing such information by a legal, contractual or fiduciary obligation.
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(b) No disclosure of the Confidential Information is permitted except (i) to employees and/or business, legal or financial advisors of a Seller or Buyer as necessary to the performance of its obligations in connection herewith and with this Agreement so long as such Persons agree to maintain the confidentiality of the Confidential Information so disclosed, (ii) as the Parties may mutually agree in writing (including the language on any disclosure), (iii) to any Governmental Authority to the extent reasonably required for the purposes of the Tax affairs of the party, (iv) to the extent advised by competent legal counsel that such disclosure is required by Applicable Law (including but not limited to the rules or requirements of any stock exchange) or Governmental Authority, in which case the Parties shall, to the extent allowed under the circumstances, in good faith attempt to agree on the content of the disclosure, (v) that Sellers, the Founder Shareholders and/or Buyer may be required to file with the SEC such schedules and forms as may be required under Section 13(d) of the 1934 Act or any other Applicable Law, as applicable, which may need to contain as an exhibit thereto a copy of this Agreement, and nothing contained in this Section 7.02 is intended to limit or restrict such ability to file such schedules and forms or any amendments thereto, and (vi) Buyer may disclose the existence and terms of this Agreement to any existing or potential seller of any Securities for the purpose of acquiring such Securities only and so long as such Persons agree to maintain the confidentiality of the Confidential Information so disclosed. The covenants set forth in this Section 7.02 will survive any termination of this Agreement.
Section 7.03 Notices of Certain Events. Buyer shall promptly notify Sellers of:
(a) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement;
(b) any notice or other communication from any Governmental Authority in connection with the transactions contemplated by this Agreement;
(c) any actions, suits, claims, investigations or proceedings commenced or, to the Knowledge of Buyer, threatened against, relating to or involving or otherwise affecting Buyer that, if pending on the date of this Agreement, would or could reasonably be expected to hinder, prevent or delay the consummation of the transactions contemplated hereunder;
(d) any inaccuracy of any representation or warranty contained in this Agreement at any time during the term hereof that could reasonably be expected to cause the condition set forth in Section 8.03(a) not to be satisfied; and
(e) any failure by Buyer to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder that could reasonably be expected to cause the condition set forth in Section 8.03(a) not to be satisfied;
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provided, however, that the delivery of any notice pursuant to this Section 7.03 shall not limit or otherwise affect the remedies available hereunder to the party receiving that notice.
ARTICLE 8
(a) no provision of any Applicable Law or Judgment entered by or with any Governmental Authority with competent jurisdiction, shall be in effect that enjoins, suspends, prohibits or materially alters the terms of the transactions contemplated by this Agreement, nor any Proceeding challenging this Agreement or the transactions contemplated hereby, or seeking to suspend, prohibit, alter, prevent or delay the Closing, shall have been instituted or being pending before any Governmental Authority; and
(b) the approvals of NDRC, MOFCOM and SAFE, to the extent required with respect to the overseas investment by Investor in connection with the consummation of the transactions contemplated under this Agreement shall have been obtained.
(a)(i) Each Seller shall have performed in all material respects all of its covenants, agreements and obligations hereunder required to be performed by it on or prior to the Closing Date, (ii) the representations and warranties of Sellers and the Founder Shareholders contained in this Agreement and in any certificate or other writing delivered by Sellers pursuant hereto (A) that are qualified by materiality or any similar qualification or standard shall be true at and as of the Closing Date as if made at and as of such date and (B) that are not qualified by materiality or any similar qualification or standard shall be true in all material respects at and as of the Closing Date as if made at and as of such time, and (iii) Buyer shall have received a certificate signed by each of Sellers and the Founder Shareholders, as applicable, to the foregoing effect;
(b) Sellers shall have procured that the Outgoing Directors be resigned and the Buyer Directors be appointed through board resolutions to the Board effective as of the Closing;
(c) There shall not have occurred any Material Adverse Effect or any event that would result in a Material Adverse Effect; and
(d) Each of GSR Ventures and Ceyuan Entities shall have given written notice to the Company, pursuant to section 12.3 of the Shareholders Agreement, stating the name and address of Buyer and identifying the Subject Ordinary Shares as to which the rights of such Seller (including registration rights) under the Shareholders Agreement are being assigned to Buyer.
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(a)(i) Buyer shall have performed in all material respects all of its covenants, agreements and obligations hereunder required to be performed by it at or prior to the Closing Date, (ii) the representations and warranties of Buyer contained in this Agreement and in any certificate or other writing delivered by Buyer pursuant hereto (A) that are qualified by materiality or any similar qualification or standard shall be true at and as of the Closing Date as if made at and as of such date and (B) that are not qualified by materiality or any similar qualification or standard shall be true in all material respects at and as of the Closing Date as if made at and as of such time, (iii) Sellers shall have received a certificate signed by Buyer to the foregoing effect.
ARTICLE 9
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ARTICLE 10
(a) by mutual written agreement of Sellers and Buyer;
(b) by written notice from any of Sellers or Buyer to the other Parties, if there shall be any Applicable Law that makes consummation of the transactions contemplated hereby illegal or otherwise prohibited;
(c) by Buyer on or after the Long Stop Date, if the Closing shall not have occurred by the close of business on such date, provided that the right to terminate this Agreement pursuant to this Section 10.01(c) shall not be available to Buyer if its failure to perform any of its obligations under this Agreement shall have resulted in the failure of the Closing to be consummated by such date; or
(d) by Sellers, acting jointly, on or after the Long Stop Date, if the Closing shall not have occurred by the close of business on such date, provided that the right to terminate this Agreement pursuant to this Section 10.01(d) shall not be available to Sellers if the failure of any Seller to perform its obligations under this Agreement shall have resulted in the failure of the Closing to be consummated by such date.
ARTICLE 11
if to Buyer, to:
ZheJiang Aokang Shoe Co. Ltd.
Address: Aokang Industrial Park, Dongou Industrial District, Oubei Town,
Yongjia County, Zhejiang Province, PRC
Fax: x00 000 0000 0000
Email: xxx@xxxxxx.xxx
Addressee: Secretary to the Board of Directors
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with a copy to:
King & Wood Mallesons
Address: 00/X Xxxxxxxxxx Xxxxx, Xxx Xxxxxxxx, 00 Xxxxx’x Xxxx Xxxxxxx,
Xxxxxxx, Xxxx Xxxx
Fax: x000 00000000
Email: xxxxxxxx@xx.xxx.xxx
Addressee: Xxxxx Xxx
if to GSR Ventures, to:
Address: 000 Xxxxxx Xxxxxx, Xxxxx 000, Xxxx Xxxx, XX 00000, XXX
Tel: x0 000 000 0000
Fax: x0 000 000 0000
Attention: Xxxxx Xxx / Siting Xxxxxx Xxx
Email: Xxxxx@xxxxxxxxxxx.xx / xxxxxx@xxxxxxxxxxx.xx
if to Ceyuan Entities, to:
Address: Xxxxxx Corporate Services Limited, Xxxxxx House, X.X. Xxx 000,
Xxxxx Xxxxxx, XX0-0000, Xxxxxx Xxxxxxx
c/o 22nd Floor South, Beijing Xxxxx Centre, Xx.0 Xxxxx Xxx Xxxx, Xxxxxxxx
Xxxxxxxx, X.X.Xxxxx
Attention: Xxxx Xxxx
Telephone: x00 00 0000 0000
if to the Founder SPVs or the Founder Shareholders, to:
Address: Tower 2, Area D , Diantong Square, Xx. 0 Xxxxxxxxxxx Xxxxx Xxxx,
Xxxxxxxx Xxxxxxxx, Xxxxxxx 000000, People’s Republic of China
Attention: Xxxx Quji Guo / Xxxxx Xxxxx / Xin (Xxxxx) Wen
Facsimile: x00 00 0000 0000
with a copy to:
Xxxxxxxx & Xxxxx
Address: 00/X Xxxxxxxxxx Xxxxx, Xxx Xxxxxxxx, 15 Queen’s Road Central,
Central, Hong Kong
Attention: Xxxxx Xxxxx
Facsimile: + 852 3761 3301
or such other address or facsimile number as such Party may hereafter specify for the purpose by notice to the other Parties. All such notices, requests and other communications shall be deemed received on the date of receipt by the recipient thereof if received prior to 5:00 p.m. in the place of receipt and such day is a Business Day in the place of receipt. Otherwise, any such notice, request or communication shall be deemed not to have been received until the next succeeding Business Day in the place of receipt.
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Section 11.02. Amendments and Waivers.
(a) Any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each Party to this Agreement, or in the case of a waiver, by the Party against whom the waiver is to be effective.
(b) No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive of any rights or remedies provided by law, unless otherwise provided for in this Agreement.
Section 11.05. Governing Law. This Agreement shall be governed by and construed in accordance with the law of Hong Kong.
(a) The Arbitration shall be administered by the Hong Kong International Arbitration Centre (“HKIAC”);
(b) The Arbitration shall be procedurally governed by the HKIAC Administered Arbitration Rules as in force at the date on which the claimant party notifies the respondent party in writing (such notice, a “Notice of Arbitration”) of its intent to pursue Arbitration, which are deemed to be incorporated by reference and may be amended by this Section 11.06;
(c) The seat and venue of the Arbitration shall be Hong Kong and the language of the Arbitration shall be English;
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(d) A Dispute subject to Arbitration shall be determined by a panel of three (3) arbitrators (the “Tribunal”). One (1) arbitrator shall be nominated by the claimant party (and to the extent that there is more than one claimant party, by mutual agreement among the claimant parties) and one (1) arbitrator shall be nominated by the respondent party (and to the extent that there is more than one respondent party, by mutual agreement among the respondent parties). The third arbitrator shall be jointly nominated by the claimant party’s and respondent party’s respectively nominated arbitrators and shall act as the presiding arbitrator. If the claimant party or the respondent party fails to nominate its arbitrator within thirty (30) days from the date of receipt of the Notice of Arbitration by the respondent party or the claimant and respondent parties’ nominated arbitrators fail to jointly nominate the presiding arbitrator within thirty (30) days of the nomination of the respondent-nominated arbitrator, either party to the Dispute may request the Chairperson of the HKIAC to appoint such arbitrator; and
(e) The Parties agree that all documents and evidence submitted in the Arbitration (including any statements of case and any interim or final award, as well as the fact that an arbitral award has been made) shall remain confidential both during and after any final award that is rendered unless the parties otherwise agree in writing. The arbitral award is final and binding upon the parties to the Arbitration.
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ZHEJIANG AOKANG SHOES CO., LTD. | ||
By: | /s/ Xxxxxxx Xxxx | |
Name: Xxxxxxx Xxxx Title: Authorized Signatory |
GSR VENTURES III, L.P. | ||
By | GSR VENTURES III, L.P. | |
Its General Partner |
By: | GSR Partners III, Ltd. | |
Its General Partner |
By: | /s/ Xxxxxxx Xxx | |
Name: Xxxxxxx Xxx Title: Authorized Signatory |
CEYUAN VENTURES II, L.P. | ||
By: | /s/ Xx Xxxx | |
Name: Xx Xxxx | ||
Title: Authorized Signatory |
CEYUAN VENTURES ADVISORS FUND II, LLC | ||
By: | /s/ Xx Xxxx | |
Name: Xx Xxxx | ||
Title: Authorized Signatory |
WINCORE HOLDINGS LIMITED | ||
By: | /s/ Xxxx Quji Guo | |
Name: Xxxx Quji Guo | ||
Title: Authorized Signatory | ||
MR. XXXX QUJI GUO | ||
/s/ Xxxx Quji Guo | ||
CLINET INVESTMENTS LIMITED | ||
By: | /s/ Xxxxx Xxxxx | |
Name: Xxxxx Xxxxx | ||
Title: Authorized Signatory | ||
XX. XXXXX ZHANG | ||
/s/ Xxxxx Xxxxx | ||
VITZ HOLDINGS LIMITED | ||
By: | /s/ Xin (Xxxxx) Wen | |
Name: Xin (Xxxxx) Wen | ||
Title: Authorized Signatory | ||
MR. XIN (XXXXX) WEN | ||
/s/ Xin (Xxxxx) Wen | ||
Schedule A
Selling Shareholder (Full Name) | Type | Current Ownership (Number) | Purchased Securities (Number) | Purchase Price (US$) | ||||||||||
GSR Ventures III, L.P. | Ordinary Share | 17,048,063 | 7,326,172 | 23,077,441.80 | ||||||||||
ADS | 105,250 | — | ||||||||||||
Ceyuan Ventures II, L.P. | Ordinary Share | 21,123,735 | 9,440,205 | 29,736,645.75 | ||||||||||
ADS | 557,471 | — | ||||||||||||
Ceyuan Ventures Advisors Fund II, LLC | Ordinary Share | 813,886 | 363,725 | 1,145,733.75 | ||||||||||
ADS | 21,479 | — | ||||||||||||
Wincore Holdings Limited | Ordinary Share | 9,811,231 | 3,129,980 | 9,859,437.00 | ||||||||||
ADS | 10,000 | — | ||||||||||||
Clinet Investments Limited | Ordinary Share | 2,542,541 | — | 6,017,211.90 | ||||||||||
ADS | 969,375 | 955,113 | ||||||||||||
Vitz Holdings Limited | Ordinary Share | 3,542,541 | — | 7,508,031.30 | ||||||||||
ADS | 1,191,751 | 1,191,751 |
Schedule B
Outgoing Directors
Xxxxx Xxxxx
Xx Xxxx
Schedule C
Buyer Directors
Wang Xxxxxxx
Xxxx Wenkui
Exhibit A
Form of Resignation and Release Letter
The Directors
LightInTheBox Holding Co., Ltd. (the “Company”)
Xxxxx 0, Xxxx X, Xxxxxxxx Xxxxxx
Xx. 0 Xxxxxxxxxxx Xxxxx Xxxx
Xxxxxxxx Xxxxxxxx, Xxxxxxx 000000
People’s Republic of China
[—], 2015
Dear Sirs
Resignation as a Director
I hereby resign as a director of the Company with effect from the date hereof.
I irrevocably confirm that I have no claims (whether under common law, contract, equity, statute or otherwise and whether actual, contingent or otherwise) against the Company, or its directors, officers, employees or shareholders in respect of loss of office as a director of the Company.
Yours faithfully
[—]
Exhibit B
Form of Instrument of Transfer
LightInTheBox Holding Co., Ltd.
(the “Company”)
[—], 2015
FOR VALUE RECEIVED,
[—] (the “Transferor”) hereby sells, assigns and transfers to:
[ZheJiang AoKang Shoes Co., Ltd., a company incorporated under the laws of the People’s Republic of China having its address at
[—]] (the “Transferee”) [—] ordinary shares of the Company of par value US$0.000067 per share.
[Signature Page to Follow]
Dated as of the date first written above
For and on behalf of
[—]
Transferor
For and on behalf of
[ZheJiang AoKang Shoes Co., Ltd.]
Transferee