DEPOSIT AGREEMENT by and among JD. COM, INC. 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 of May...Deposit Agreement • September 5th, 2014 • JD.com, Inc. • Retail-retail stores, nec • New York
DEPOSIT AGREEMENT, dated as of May 21, 2014, by and among (i) JD.com, Inc., a company incorporated in the Cayman Islands, with its principal executive office at 10th Floor, Building A, North Star Century Center, No. 8 Beichen West Street, Chaoyang District, Beijing 100101, People’s Republic of China and 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).
JD.COM, INC. (an exempted company incorporated in the Cayman Islands) 93,685,620 American Depositary Receipts Representing 187,371,240 Class A Ordinary Shares (par value US$0.00002 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • May 19th, 2014 • JD.com, Inc. • Retail-retail stores, nec • New York
INDENTURE Dated as of BetweenIndenture • April 18th, 2016 • JD.com, Inc. • Retail-retail stores, nec • New York
INDENTURE dated as of [·], 2016, between JD.com, Inc., an exempted company incorporated in the Cayman Islands (the “Company”), and The Bank of New York Mellon, as trustee (the “Trustee”).
INDENTURE Dated as of April 29, 2016 Between JD.COM, INC. as Company and THE BANK OF NEW YORK MELLON as Trustee DEBT SECURITIESIndenture • December 3rd, 2019 • JD.com, Inc. • Retail-retail stores, nec • New York
INDENTURE dated as of April 29, 2016, between JD.com, Inc., an exempted company incorporated in the Cayman Islands (the “Company”), and The Bank of New York Mellon, as trustee (the “Trustee”).
SUBSCRIPTION AGREEMENT dated as of December 17, 2017 among VIPSHOP HOLDINGS LIMITED WINDCREEK LIMITED and TENCENT MOBILITY LIMITEDSubscription Agreement • January 8th, 2018 • JD.com, Inc. • Retail-retail stores, nec • 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;
EMPLOYMENT AGREEMENTEmployment Agreement • January 30th, 2014 • JD.com, Inc.
This EMPLOYMENT AGREEMENT (the “Agreement”) is entered into as of , 201 by and between JD.com, Inc., a company incorporated and existing under the laws of the Cayman Islands (the “Company”) and , an individual (the “Executive”). The term “Company” as used herein with respect to all obligations of the Executive hereunder shall be deemed to include the Company and all of its direct or indirect subsidiaries and affiliates (collectively, the “Group”).
AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • April 16th, 2021 • JD.com, Inc. • Retail-retail stores, nec
This AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”), dated December 24, 2020, is made in Beijing, the People’s Republic of China (“PRC”) by and among:
LOAN AGREEMENTLoan Agreement • April 20th, 2023 • JD.com, Inc. • Retail-retail stores, nec
Lender: Beijing Jingdong Century Trade Co., Ltd., with registered address at Room 201, 2/F, Tower C, No. 18 Kechuang 11 Street, Beijing Economic and Technological Development Zone, Beijing;
AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT dated as of June 17, 2016 among BITAUTO HOLDINGS LIMITED JD.COM GLOBAL INVESTMENT LIMITED DONGTING LAKE INVESTMENT LIMITED MORESPARK LIMITED and BAIDU HOLDINGS LIMITEDInvestor Rights Agreement • June 21st, 2016 • JD.com, Inc. • Retail-retail stores, nec • New York
THIS AMENDED AND RESTATED INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of June 17, 2016 (the “Effective Date”), by and among Bitauto Holdings Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), JD.com Global Investment Limited, a company incorporated under the laws of the British Virgin Islands (“JD”), Dongting Lake Investment Limited, a company incorporated under the laws of the British Virgin Islands (“Dongting”), Morespark Limited, a company incorporated under the laws of the British Virgin Islands (“Morespark,” together with Dongting, “Tencent”), Baidu Holdings Limited, a company incorporated under the laws of the British Virgin Islands (“Baidu”).
AMENDED AND RESTATED EXCLUSIVE PURCHASE OPTION AGREEMENTExclusive Purchase Option Agreement • May 1st, 2017 • JD.com, Inc. • Retail-retail stores, nec
This AMENDED AND RESTATED EXCLUSIVE PURCHASE OPTION AGREEMENT (this “Agreement”), dated June 15, 2016, is made in Beijing, the People’s Republic of China (the “PRC”) by and among:
Exclusive Business Cooperation AgreementExclusive Business Cooperation Agreement • April 20th, 2023 • JD.com, Inc. • Retail-retail stores, nec
This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on September 16, 2022 in Beijing, the People’s Republic of China (“China” or the “PRC”).
JD.COM, INC. Class A Ordinary Shares (par value US$0.00002 per share) International Underwriting AgreementInternational Underwriting Agreement • June 11th, 2020 • JD.com, Inc. • Retail-retail stores, nec • New York
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 19th, 2014 • JD.com, Inc. • Retail-retail stores, nec
INDEMNIFICATION AGREEMENT (this “Agreement”), dated as of , is made by and among JD.com, Inc. (formerly known as 360buy Jingdong Inc., the “Company”), and (the “Indemnitee”).
EXCLUSIVE TECHNOLOGY CONSULTING AND SERVICE AGREEMENTExclusive Technology Consulting and Service Agreement • April 15th, 2019 • JD.com, Inc. • Retail-retail stores, nec
This EXCLUSIVE TECHNOLOGY CONSULTING AND SERVICE AGREEMENT (this “Agreement”), dated June 15, 2016, is made in Beijing, the People’s Republic of China (the “PRC”) by and between:
EXCLUSIVE PURCHASE OPTION AGREEMENTExclusive Purchase Option Agreement • April 20th, 2023 • JD.com, Inc. • Retail-retail stores, nec
This EXCLUSIVE PURCHASE OPTION AGREEMENT (this “Agreement”), dated October 17, 2022, is made in Beijing, People’s Republic of China (the “PRC”) by and among:
EXCLUSIVE TECHNOLOGY CONSULTING AND SERVICE AGREEMENTExclusive Technology Consulting and Service Agreement • April 15th, 2019 • JD.com, Inc. • Retail-retail stores, nec
This EXCLUSIVE TECHNOLOGY CONSULTING AND SERVICE AGREEMENT (this “Agreement”), dated December 5, 2014, is made in Beijing, the People’s Republic of China (the “PRC”) by and among:
Business Operations AgreementBusiness Operations Agreement • May 1st, 2017 • JD.com, Inc. • Retail-retail stores, nec
This Business Operations Agreement (this “Agreement”) is made as of August 25, 2016, in Beijing, the People’s Republic of China (the “PRC”) by and among:
Business Operations AgreementBusiness Operations Agreement • April 20th, 2023 • JD.com, Inc. • Retail-retail stores, nec
This Business Operations Agreement (this “Agreement”) is made as of October 17, 2022, in Beijing, the People’s Republic of China (the “PRC”) by and among:
EXCLUSIVE TECHNOLOGY CONSULTING AND SERVICE AGREEMENTExclusive Technology Consulting and Service Agreement • April 20th, 2023 • JD.com, Inc. • Retail-retail stores, nec
This EXCLUSIVE TECHNOLOGY CONSULTING AND SERVICE AGREEMENT (this “Agreement”), dated October 17, 2022, is made in Beijing, the People’s Republic of China (the “PRC”) by and among:
SUPPORT AGREEMENTJoinder Agreement • September 16th, 2019 • JD.com, Inc. • Retail-retail stores, nec • New York
This SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of September 12, 2019, by and among Morespark Limited, a private company limited by shares incorporated under the laws of Hong Kong (“Tencent”), Hammer Capital Opportunities Fund L.P., an exempted limited partnership organized under the laws of the Cayman Islands, acting through its general partner Hammer Capital Opportunities General Partner, an exempted company with limited liability organized under the laws of the Cayman Islands (“Hammer” and, together with Tencent, the “Buyer Consortium”), and certain shareholders of Bitauto Holdings Limited, an exempted company organized and existing under the laws of the Cayman Islands (the “Company”), listed on Schedule A hereto (each, a “Shareholder” and collectively, the “Shareholders”).
Equity Pledge AgreementEquity Pledge Agreement • April 15th, 2019 • JD.com, Inc. • Retail-retail stores, nec
This EQUITY PLEDGE AGREEMENT, (this “Agreement”), dated August 25, 2016, is made in Beijing, the People’s Republic of China (“PRC”) by and among:
EXCLUSIVE PURCHASE OPTION AGREEMENTExclusive Purchase Option Agreement • April 15th, 2019 • JD.com, Inc. • Retail-retail stores, nec
This EXCLUSIVE PURCHASE OPTION AGREEMENT (this “Agreement”), dated August 25, 2016, is made in Beijing, People’s Republic of China (the “PRC”) by and among:
Exclusive Option AgreementExclusive Option Agreement • April 20th, 2023 • JD.com, Inc. • Retail-retail stores, nec
This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties on September 16, 2022 in Beijing, the People’s Republic of China (the “PRC”):
INVESTOR RIGHTS AGREEMENT dated as of May 22, 2015 between TUNIU CORPORATION and FABULOUS JADE GLOBAL LIMITEDInvestor Rights Agreement • May 29th, 2015 • JD.com, Inc. • Retail-retail stores, nec • New York
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”), dated as of May 22, 2015 (the “Effective Date”), by and between Tuniu Corporation, a company incorporated under the laws of the Cayman Islands (the “Company”) and Fabulous Jade Global Limited, a company incorporated under the laws of the British Virgin Islands (“JD” or the “Investor”).
Business Operations AgreementBusiness Operations Agreement • April 15th, 2019 • JD.com, Inc. • Retail-retail stores, nec
This Business Operations Agreement (this “Agreement”) is made as of August 25, 2016, in Beijing, the People’s Republic of China (the “PRC”) by and among:
INVESTOR RIGHTS AGREEMENT dated as of December 29, 2017 amongInvestor Rights Agreement • January 8th, 2018 • JD.com, Inc. • Retail-retail stores, nec • 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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 7th, 2015 • JD.com, Inc. • Retail-retail stores, nec • New York
WHEREAS, the Company desires to issue and sell to the Purchasers, and each of the Purchaser, severally and not jointly, wishes to purchase from the Company Class A ordinary shares (“Ordinary Shares”) of the Company in a private placement exempt from registration pursuant to Regulation S of the U.S. Securities Act of 1933, as amended (“Regulation S” and the “Securities Act,” respectively);
Business Cooperation Framework AgreementBusiness Cooperation Framework Agreement • January 8th, 2018 • JD.com, Inc. • Retail-retail stores, nec • Hong Kong
Equity Pledge AgreementEquity Pledge Agreement • April 28th, 2022 • JD.com, Inc. • Retail-retail stores, nec
This EQUITY PLEDGE AGREEMENT, (this “Agreement”), dated August 25, 2016, is made in Beijing, the People’s Republic of China (“PRC”) by and among:
DATED January 23, 2013 360BUY JINGDONG INC. and MAX SMART LIMITED and BEIJING JINGDONG CENTURY TRADING CO., LTD. and BEIJING JINGDONG 360 DEGREE E-COMMERCE CO., LTD. and JIANGSU YUANZHOU E-COMMERCE CO., LTD. and SHANGHAI YUANMAI TRADING CO., LTD....Ordinary Share Purchase Agreement • March 19th, 2014 • JD.com, Inc. • Retail-retail stores, nec • Hong Kong
Jingdong 360 and Jiangsu Yuanzhou are collectively referred to herein as the “PRC Affiliates” and each, a “PRC Affiliate”. Jingdong Century, Shanghai Subsidiary, Jiangsu
SUBSCRIPTION AGREEMENTSubscription Agreement • May 29th, 2015 • JD.com, Inc. • Retail-retail stores, nec • New York
WHEREAS, upon the terms and conditions of this Agreement and the Transaction Documents (as defined below), the Company desires to issue and sell to the Purchaser, and the Purchaser wishes to purchase from the Company, certain Class A ordinary shares (“Ordinary Shares”) of the Company in a private placement exempt from registration pursuant to Regulation S of the U.S. Securities Act of 1933, as amended (“Regulation S” and the “Securities Act,” respectively);
US$[●] JD.COM, INC. US$[●] [●]% Notes due 20[●] US$[●] [●]% Notes due 20[●] Underwriting AgreementUnderwriting Agreement • January 7th, 2020 • JD.com, Inc. • Retail-retail stores, nec • New York
JD.com, Inc., an exempted company limited by shares under the laws of the Cayman Islands (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the Underwriters named in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of US$[●] principal amount of its [●]% Notes due 20[●] (the “20[●] Notes” ) and US$[●] principal amount of its [●]% Notes due 20[●] (the “20[●] Notes,” and together with the 20[●] Notes, the “Securities”). The Securities will be issued pursuant to an Indenture dated as of April 29, 2016 (the “Original Indenture”), as amended by the Second Supplemental Indenture to be dated as of [●], 2020 (the “Second Supplemental Indenture,” together with the Original Indenture, as further amended or supplemented, the “Indenture”) between the Company and The Bank of New York Mellon, as trustee (the “Trustee”).
INTERIM INVESTORS AGREEMENTInterim Investors Agreement • June 16th, 2020 • JD.com, Inc. • Retail-retail stores, nec • New York
This INTERIM INVESTORS AGREEMENT (the “Agreement”) is made as of June 12, 2020, by and among Morespark Limited, a private company limited by shares incorporated under the law of Hong Kong (“Tencent”), Hammer Capital Opportunities Fund L.P., an exempted limited partnership organized under the laws of the Cayman Islands, acting through its general partner Hammer Capital Opportunities General Partner, an exempted company with limited liability organized under the laws of the Cayman Islands (“Hammer”, together with Tencent, the “Principal Investors” and, each, a “Principal Investor”), Mr. Bin Li (李斌) (the “Founder”), each person as set forth in Exhibit A to this Agreement other than Hammer (each, a “Rollover Investor” and, collectively, the “Rollover Investors”), Yiche Holding Limited, an exempted company incorporated with limited liability under the laws of the Cayman Islands (“Parent”) and Yiche Mergersub Limited, an exempted company incorporated with limited liability under the laws of
Share Pledge AgreementShare Pledge Agreement • April 20th, 2023 • JD.com, Inc. • Retail-retail stores, nec
This Share Pledge Agreement (hereinafter referred to as this “Agreement”) has been executed by and among the following parties on September 16, 2022 in Beijing:
Equity Pledge AgreementEquity Pledge Agreement • April 20th, 2023 • JD.com, Inc. • Retail-retail stores, nec
This EQUITY PLEDGE AGREEMENT, (this “Agreement”), dated September 16, 2022, is made in Beijing, the People’s Republic of China (“PRC”) by and among:
