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).
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
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”)
