SUBSCRIPTION AGREEMENT dated as of December 17, 2017 among VIPSHOP HOLDINGS LIMITED WINDCREEK LIMITED and TENCENT MOBILITY LIMITEDSubscription Agreement • December 18th, 2017 • Vipshop 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 • December 18th, 2017 • Vipshop Holdings LTD • Retail-catalog & mail-order houses • New York
INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of December [·], 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”).
