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;
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”).
JOINT FILING AGREEMENTJoint Filing Agreement • January 8th, 2018 • 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.
STRATEGIC COOPERATION FRAMEWORK AGREEMENTStrategic Cooperation Framework Agreement • January 8th, 2018 • Tencent Holdings LTD • Retail-catalog & mail-order houses
THEREFORE, based on the principles of mutual benefit and friendly cooperation and upon consultations conducted on an equal basis, the Parties have reached the following agreement regarding their strategic cooperation:
