JD.com, Inc. Lock-Up AgreementTencent Holdings LTD • June 9th, 2014 • 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").
SHARE PURCHASE AGREEMENTShare Purchase Agreement • June 9th, 2014 • Tencent Holdings LTD • Retail-retail stores, nec • Hong Kong
This SHARE PURCHASE AGREEMENT (this “Agreement”) is made as of March 18, 2014 among Bu Guangqi, Chen Yong, Lin Min, Sun Jun, Zou Zhijun (individually, a “Buyer” and collectively, “Buyers”), and Huang River Investment Limited, a company incorporated under the laws of the British Virgin Islands with limited liability (“Seller”).
JOINT FILING AGREEMENTJoint Filing Agreement • June 9th, 2014 • Tencent Holdings LTD • Retail-retail stores, nec
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 Class A ordinary shares, par value US$0.00002 per share of JD.com, Inc., a company with limited liability 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.
SUPPLEMENTAL AGREEMENTSupplemental Agreement • June 9th, 2014 • Tencent Holdings LTD • Retail-retail stores, nec • Hong Kong
THIS SUPPLEMENTAL AGREEMENT (the “Supplemental Agreement”) is made and entered into on April 10, 2014 by and among Huang River Investment Limited, a company incorporated under the laws of the British Virgin Islands with limited liability (“HRIL”) and Bu Guangqi (the “Founder”). Each party to this Supplemental Agreement shall be referred to as a “Party” and shall collectively be refer red to as “Parties”. All capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Share Purchase Agreement dated as of March 18, 2014 (the “Agreement”) by and among Chen Yong, Lin Min, Sun Jun, Zou Zhijun and the Parties hereto.
