Form 20-F JD.com, Inc. For: Dec 31

Executing Parties

Effective Date

Execution Date

Suqian Jiantong Enterprise Management Co., Ltd.

Party A: Suqian Daxi Information Technology Co., Ltd.

Party B: Xinshi Wang, Suzhou Guanyinghou Media Technology Co., Ltd.

Part C: Suqian Jiantong Enterprise Management Co., Ltd.

April 18, 2019

April 18, 2019

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Exhibit 4.4

AMENDED AND RESTATED LOAN AGREEMENT

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:


Lender:		Beijing Jingdong Century Trade Co., Ltd., with registered address at Room 201, Building C, No. 18, Kechuang 11 Street, Beijing Economic and Technological Development Zone, Beijing;

And

Borrowers:		Richard Qiangdong Liu;
		Pang Zhang; and
		Yayun Li

(In this Agreement, the Lender and the Borrowers are individually referred to as a “Party”, collectively the “Parties”.)

Whereas, the Lender and the Borrowers have executed a loan agreement dated November 20, 2017 (the “Original Loan Agreement”), pursuant to which the lender provided a loan at an aggregate amount of RMB920,000,000 (the “Original Loan Amount”) to the Borrowers, and the Borrowers have used such Original Loan Amount to pay for investment in the registered capital of Beijing Jingdong 360 Degree E-commerce Co., Ltd. (the “Borrower Company”).

Whereas, the Borrower Company is a validly existing limited liability company incorporated under the PRC Laws, as of the date hereof, the registered capital of the Borrower Company has been increased from RMB920,000,000 to RMB2,920,000,000.

Whereas, the Borrowers collectively hold 100% equity interests in the Borrower Company of which 45% (corresponding to the registered capital of RMB1,314,000,000) is owned by Richard Qiangdong Liu, 30% (corresponding to the registered capital of RMB876,000,000) is owned by Yayun Li, and 25% (corresponding to the registered capital of RMB730,000,000) is owned by Pang Zhang.

Whereas, the Lender is willing to lend certain amount of money to the Borrowers, to be used to pay for the registered capital of the Borrower Company.

Whereas, the Parties wish to revise the Original Loan Agreement and replace it with this agreement.

NOW THEREFORE, the parties hereby agree to amend and restate the Original Loan Agreement as follows:

Loan

1.1

Subject to the terms and conditions of this Agreement, the Lender agrees to, in addition to the loan under the Original Loan Agreement, provide a new loan at an aggregate amount of RMB2,000,000,000) (the “New Loan”) to the Borrowers, which New Loan will be provided to Richard Qiangdong Liu, Pang Zhang and Yayun Li at the amount of RMB900,000,000, RMB500,000,000 and RMB600,000,000, respectively.

1.2

It is confirmed that, as of the date hereof, the Lender has provided, and the Borrowers have received an existing loan in the aggregate amount of RMB920,000,000 (the “Existing Loan”), and the Borrowers have used such Existing Loan to fully pay the registered capital of the Borrower Company. The Existing Loan and the New Loan will be collectively referred to as the “Loan”.

1.3

The Borrowers agree to use the Loan to pay for its investment in the registered capital of the Borrower Company and, unless with prior written consent of the Lender, will not use the Loan for any other purpose, or transfer or pledge its shares or other interests in the Borrower Company to any third party.

1.4

The Borrowers undertake that when they receive the Loan pursuant to this Agreement, they shall immediately use the Loan to pay for their investments in the Registered Capital of the Borrower Company. The Borrowers may not withdraw such investment during the term of operations of the Borrower Company.

1.5

It is confirmed that the Lender will not charge any interest upon the Loan, unless otherwise provided herein.

2.	Term of Loan

2.1

The term of the Loan shall be from the date when the Borrowers actually receive all or any part of the Loan until December 31, 2030. Unless otherwise indicated by the Lender prior to its expiration, the term of the Loan will be automatically extended for another ten (10) years, and so forth thereafter.

2.2

During the term or any extended term of the Loan, the Loan will become immediately due and payable by the Borrowers pursuant to the terms of this Agreement if:

(1)

The Borrowers die or become a person incapacitated or with limited capacity for civil acts;

(2)

The Borrowers resign or are dismissed by the Lender, the Borrower Company or any affiliate of the Lender;

(3)

The Borrowers commit a crime or are involved in a crime;

(4)

Any third party pursue any claim of more than RMB 100,000 against any of the Borrowers and the Lender has reasonable ground to believe that the Borrowers will not be capable to pay for such claim;

(5)

The Lender decides to perform the Exclusive Purchase Option Agreement (as defined below) when foreign enterprises are allowed to control or wholly own the Borrower Company under applicable PRC laws;

(6)

The Borrowers fail to comply with or perform any of their commitments or obligations under this Agreement (or any other agreement between them and the Lender), and further fails to remedy such breach within 30 business days upon its occurrence; and

(7)

This Agreement, the Equity Pledge Agreement, or the Exclusive Purchase Option Agreement is terminated or held invalid by any court for any reason other than the Lender’s.

3.	Repayment of Loan

3.1

The Lender and the Borrowers agree and confirm that the Loan will be repaid in the following manner only: the Borrowers will transfer all of its equity interests in the Borrower Company to the Lender or any legal or natural person designated by the Lender pursuant to requirements from the Lender.

3.2

The Lender and the Borrowers agree and confirm that to the extent permitted by the laws, the Lender has the right but no obligation to purchase or designate any legal or natural person designated by it to purchase all or any part of the equity interests in the Borrower Company from the Borrowers at the price set forth under the Exclusive Purchase Option Agreement.

3.3

It is agreed and confirmed by the Parties that the Borrowers shall be deemed to have fulfilled their repayment obligations hereunder only after both of the following conditions have been satisfied.

(1)

The Borrowers have transferred all of their equity interests in the Borrower Company to the Lender and/or its designated person; and

(2)

The Borrowers have repaid to the Lender all of the transfer proceeds or an amount equivalent to the maximum amount permitted by the laws.

3.4

The Loan will be deemed as a zero interest loan if the price to transfer the equity interests in the Borrower Company to the Lender from the Borrowers concluded by the Parties under this Agreement any other related agreements is equal or less than the amount of the Loan. Under such circumstance, the Borrowers are not required to repay any remaining amount of and/or any interest upon the Loan; provided, however, that if the equity interest transfer price exceeds the amount of the Loan, the exceeding amount will be deemed as the interest upon the Loan (calculated by the highest interest permitted by the PRC laws) and financing cost thereof.

3.5

Notwithstanding anything to the contrary, if the Borrower Company goes bankruptcy, dissolution or is ordered for closure during the term or extended term of this Agreement, and Borrowers will liquidate the Borrower Company according to laws and all of the proceeds from such liquidation will be used to repay the principal, interest (calculated by the highest interest permitted by the PRC laws) and financing cost of the Loan.

4.	Obligations of the Borrowers

4.1

The Borrowers will repay the Loan according to the provisions of this Agreement and requirements from the Lender.

4.2

The Borrowers will enter into an Amended and Restated Equity Pledge Agreement (the “Equity Pledge Agreement”) with the Lender and the Borrower Company, whereby the Borrowers agree to pledge all of its equity interests in the Borrower Company to the Lender.

4.3

The Borrowers will enter into an Amended and Restated Exclusive Purchase Option Agreement (the “Exclusive Purchase Option Agreement”) with the Lender and the Borrower Company, whereby the Borrowers will to the extent permitted by the PRC laws grant an irrevocable and exclusive purchase option for the Lender to purchase all or any part of the equity interest in the Borrower Company from the Borrowers.

4.4

The Borrowers will perform its obligations under this Agreement, the Equity Pledge Agreement and the Exclusive Purchase Option Agreement, and provide support for the Lender to complete all filings, approvals, authorizations, registration and other government procedures necessary to perform such agreements.

4.5

The Borrowers will sign an irrevocable power of attorney authorizing a person designated by the Lender to exercise on their behalf all of their rights as the shareholders of the Borrower Company.

5.	Representations and Warranties

5.1

The Lender represents and warrants to the Borrowers that from the date of this Agreement until termination hereof:

(1)

It is a wholly foreign-owned company duly incorporated and validly existing under the laws of the PRC;

(2)

(3)

None of its execution or performance of this Agreement is in breach of any law, regulation, government approval, authorization, notice or any other government document, or any agreement between it and any third party or any covenant issued to any third party; and

(4)

This Agreement, once executed, becomes legal, valid and enforceable obligations upon the Lender.

5.2

The Borrowers represent and warrant that from the date of this Agreement until termination hereof:

(1)

They are fully capable to conduct civil acts;

(2)

The Borrower Company is a limited liability company incorporated and validly existing under the PRC laws, and the Borrowers are the legal owners of the Borrower Equity;

(3)

None of their execution or performance of this Agreement is in breach of any law, regulation, government approval, authorization, notice or any other government document, or any agreement between them and any third party or any covenant issued to any third party;

(4)

This Agreement, once executed, becomes legal, valid and enforceable obligations upon the Borrowers;

(5)

They have paid the full investment relating to the Borrower Equity according to law, and received a verification report for such payment from a qualified accounting firm;

(6)

Except for those provided under the Equity Pledge Agreement, they create no mortgage, pledge or any other security upon the Borrower Equity, provides no offer to any third party to transfer the Borrower Equity, make no covenant regarding any offer to purchase the Borrower Equity from any third party, or enter into any agreement with any third party to transfer the Borrower Equity;

(7)

There is no existing or potential dispute, suit, arbitration, administrative proceeding or any other legal proceeding in which the Borrowers and/or the Borrower Equity is involved; and

(8)

The Borrower Company has completed all government approvals, authorizations, licenses, registrations and filings necessary to conduct its businesses and own its assets.

6.	Covenants from the Borrowers

6.1

The Borrowers covenant in their capacity of the shareholders of the Borrower Company that during the term of this Agreement they will procure the Borrower Company:

(1)

without prior written consent from the Lender, not to supplement, amend or modify its articles of association, or increase or decrease its registered capital, or change its capital structures of the Company;

(2)

to maintain its existence, prudently and effectively operate its businesses and deal with its affairs in line with fair financial and business standards and customs;

(3)

without prior written consent from the Lender, not to sell, transfer, pledge or otherwise dispose any legal or beneficial interest of any of its assets, businesses or income, or allow creation of any other security interests thereupon;

(4)

without prior written consent from the Lender, not to incur, inherit, guarantee or allow the existence of any debt, except for (i) any debt incurred during its ordinary course of business rather than from borrowing; and (ii) any debt which has been disclosed to and obtained the written consent from The Lender;

(5)

to always conduct its business operations in ordinary course to maintain the value of its assets;

(6)

without prior written consent from the Lender, not to enter into any material agreement other than those executed in its ordinary course of business;

(7)

not to provide any loan or credit to any party without prior written consent from the Lender;

(8)

to provide any and all information regarding its operations and financial conditions at the request from the Lender;

(9)

to buy and maintain requisite insurance policies from an insurer acceptable to the Lender, the amount and type of which will be the same with those maintained by the companies having similar operations, properties or assets in the same region;

(10)

without prior written consent from the Lender, not to combine, merge with, acquire or make investment to any person;

(11)

to immediately notify the Lender of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income;

(12)

to execute any document, conduct any action, and make any claim or defense necessary or appropriate to maintain its ownership of all of its assets;

(13)

without prior written consent from the Lender, not to distribute any dividend or bonus to any of its shareholders;

(14)

to appoint any person nominated by the Lender or the parent of the Lender to its board at the request of the Lender; and

(15)

to strictly comply with the provisions of the Exclusive Purchase Option Agreement, and not to make any act or omission which may affect its validity and enforceability.

6.2

The Borrowers covenant during the term of this Agreement:

(1)

except those provided under the Equity Pledge Agreement and without prior written consent from the Lender, not to sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the Borrower Equity, or allow creation of any other security interests thereupon;

(2)

to procure the shareholders of the Borrower Company not to approve any sale, transfer, pledge or otherwise disposal of any legal or beneficial interest of the Borrower Equity, or creation of any other security interests thereupon without prior written consent from the Lender, except to the Lender or its designated person;

(3)

to procure the shareholders of the Borrower Company not to approve its merger or association with, or acquisition of or investment in any person without prior written consent from the Lender;

(4)

to immediately notify the Lender of any actual or potential litigation, arbitration or administrative proceeding regarding the Borrower Equity;

(5)

to execute any document, conduct any action, and make any claim or defense necessary or appropriate to maintain its ownership of the Borrower Equity;

(6)

not to make any act and/or omission which may affect any asset, business or liability of the Borrower Company without prior written consent from the Lender;

(7)

to appoint any person nominated by the Lender or the parent of the Lender to the board of the Borrower Company at the request of the Lender;

(8)

to the extent permitted under the PRC laws and at the request of the Lender at any time, to transfer unconditionally and immediately all of the equity interests owned by the Borrowers to the Lender or any person designated by it, and procure any other shareholder of the Borrower Company to waive the right of first refusal regarding such equity interests;

(9)

to the extent permitted under the PRC laws and at the request of the Lender at any time, to procure any other shareholder of the Borrower Company to transfer unconditionally and immediately all of the equity interests owned by such shareholder to the Lender or any person designated by it, and the Borrowers hereby waive their right of first refusal regarding such equity interests;

(10)

if the Lender purchases the Borrower Equity from the Borrowers pursuant to the Exclusive Purchase Option Agreement, to use the price of such purchase to repay the Loan to the Lender on priority; and

(11)

to strictly comply with the provisions of this Agreement, the Equity Pledge Agreement and the Exclusive Purchase Option Agreement, perform its obligations under each of such agreements, and not to make any act or omission which may affect the validity and enforceability of each of such agreements.

7.	Liabilities for Breach of Contract

7.1

If any party (“Defaulting Party”) breaches any provision of this Agreement, which causes damage to the other party (“Non-defaulting Party”), the Non-defaulting Party could notify the Defaulting Party in writing and request it to rectify and correct such breach of contract; if the Defaulting Party fails to take any action satisfactory to the Non-defaulting Party to rectify and correct such breach within fifteen (15) working days upon the issuance of the written notice by the Non-defaulting Party, the Non-defaulting Party may immediately take the actions pursuant to this Agreement or take other remedies in accordance with laws.

7.2

If the Borrowers fail to repay the Loan pursuant to the terms under this Agreement, they will be liable for a penalty interest accrued upon the amount due and payable at a daily interest rate of 0.02% until the Loan as well as any penalty interest and any other amount accrued thereupon are fully repaid by the Borrowers.

8.	Notices

Notices or other communications required to be given by any Party pursuant to this Agreement shall be made in writing and delivered personally or sent by mail or facsimile transmission to the addresses of the other Parties set forth below or other designated addresses notified by such other Parties to such Party from time to time. The date when the notice is deemed to be duly served shall be determined as the follows: (a) a notice delivered personally is deemed duly served upon the delivery; (b) a notice sent by mail is deemed duly served on the seventh (7 ) day after the date when the air registered mail with postage prepaid has been sent out (as is shown on the postmark), or the fourth (4 ) day after the delivery date to the internationally recognized courier service agency; and (c) a notice sent by facsimile transmission is deemed duly served upon the receipt time as is shown on the transmission confirmation of relevant documents.

If to the Lender: Beijing Jingdong Century Trade Co., Ltd.


Address:		***
Attention:		Lei Xu

If to the Borrowers:


Richard Qiangdong Liu
Address:		***
Yayun Li
Address:		***
Pang Zhang
Address:		***

9.	Confidentiality

All Parties acknowledge and confirm that any oral or written materials exchanged by and between the Parties in connection with this Agreement are confidential. All Parties shall keep in confidence all such information and not disclose it to any third party without prior written consent from other Parties unless: (a) such information is known or will be known by the public (except by disclosure of the receiving party without authorization); (b) such information is required to be disclosed in accordance with applicable laws or rules or regulations; or (c) if any information is required to be disclosed by any party to its legal or financial advisor for the purpose of the transaction of this Agreement, such legal or financial advisor shall also comply with the confidentiality obligation similar to that stated hereof. Any disclosure by any employee or agency engaged by any Party shall be deemed the disclosure of such Party and such Party shall assume the liabilities for its breach of contract pursuant to this Agreement. This Article shall survive expiration or termination of this Agreement.

10.

Applicable Law and Dispute Resolution

10.1

The formation, validity, performance and interpretation of this Agreement and the disputes resolution under this Agreement shall be governed by the PRC laws.

10.2

The Parties shall strive to settle any dispute arising from or in connection with this Agreement through friendly consultation. In case no settlement can be reached through consultation within thirty (30) days after the request for consultation is made by any Party, any Party can submit such matter to Beijing Arbitration Commission for arbitration in accordance with its then effective rules. The arbitration shall take place in Beijing. The arbitration award shall be final and binding upon all the Parties.

11.

Miscellaneous

11.1

The headings contained in this Agreement are for the convenience of reference only and shall not be used to interpret, explain or otherwise affect the meaning of the provisions of this Agreement.

11.2

This Agreement shall be effective as of the date of its execution. The Parties agree and confirm that the effect of this Agreement shall retrospect to November 20, 2017. Once effective, this Agreement will expire until the Parties have performed their respective obligations under this Agreement.

11.3

The Parties agree to promptly execute any document and take any other action reasonably necessary or advisable to perform provisions and purpose of this Agreement.

11.4

The Parties confirm that this Agreement shall, upon its effectiveness, constitute the entire agreement and common understanding of the Parties with respect to the subject matters herein and fully supersede all prior verbal and/or written agreements and understandings with respect to the subject matters herein.

11.5

The Parties may amend and supplement this Agreement in writing. Any amendment and/or supplement to this Agreement by the Parties is an integral part of and has the same effect with this Agreement.

11.6

This Agreement shall be binding upon and for the benefit of all the Parties hereto and their respective inheritors, successors and the permitted assigns.

11.7

Any Party’s failure to exercise the rights under this Agreement in time shall not be deemed as its waiver of such rights and would not affect its future exercise of such rights.

11.8

If any provision of this Agreement is held void, invalid or unenforceable by a court of competent jurisdiction, governmental agency or arbitration authority, the validity, legality and enforceability of the other provisions hereof shall not be affected or impaired in any way. The Parties shall cease performing such void, invalid or unenforceable provisions and revise such void, invalid or unenforceable provisions only to the extent closest to the original intention thereof to recover its validity or enforceability for such specific facts and circumstances.

11.9

Unless with prior written consent from the Lender, the Borrowers may not assign any of their rights and obligations under this Agreement to any third party.

11.10

This Agreement is made in four (4) originals with each Party holding one (1) original. Each original has the same effect.

(No text below)

(Signature Page)

IN WITNESS THEREOF, each Party has signed or caused its legal representative to sign this Agreement as of the date first written above.


Party A: Beijing Jingdong Century Trade Co., Ltd.

By:		/s/ Beijing Jingdong Century Trade Co., Ltd.
		(Seal of Beijing Jingdong Century Trade Co., Ltd.)

Party B:

Richard Qiangdong Liu

By:		/s/ Richard Qiangdong Liu

Pang Zhang

By:		/s/ Pang Zhang

Yayun Li

By:		/s/ Yayun Li

Exhibit 4.5

Amended and Restated Equity Pledge Agreement

This AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT, (this “Agreement”), dated December 24, 2020, is made in Beijing, the People’s Republic of China (“PRC”) by and among:


Party A:		Beijing Jingdong Century Trade Co., Ltd.
		Registered address: Room 201, Building C, No. 18, Kechuang 11 Street, Beijing Economic and Technological Development Zone, Beijing

Party B:		Richard Qiangdong Liu;

Party C:		Beijing Jingdong 360 Degree E-Commerce Co., Ltd.
		Registered address: Room 222, Building C, No. 18, Kechuang 11 Street, Beijing Economic and Technological Development Zone, Beijing

(Party B is referred to as “Pledgor” hereinafter; Party A is referred to as “Pledgee” hereinafter; and either the Pledgor or the Pledgee is individually referred to as a “Party” and collectively referred to as the “Parties”.)

Whereas,

(1)	Beijing Jingdong 360 Degree E-Commerce Co., Ltd. (“Jingdong 360”) is a limited liability company duly incorporated and validly existing under the PRC laws.

(2)	The Pledgor holds 45% equity interests of Jingdong 360 (corresponding to the registered capital of RMB1,314,000,000).

(3)	The Pledgee is a wholly foreign owned company duly incorporated and existing under the laws of the PRC.

(4)	The Pledgee and Jingdong 360 entered into an Amended and Restated Exclusive Technology Consulting and Service Agreement (“Services Agreements”) on June 15, 2016.

(5)

The Pledgor and the Pledgee entered into an Amended and Restated Loan Agreement on December 24, 2020 (“Loan Agreement”), and entered into an Amended and Restated Exclusive Purchase Option Agreement on December 24, 2020 (“Exclusive Purchase Option Agreement”). In addition, the Pledgor delivered the amended Power of Attorney to the Pledgee on December 24, 2020 (“Power of Attorney”, together with the Services Agreements, Loan Agreement and Exclusive Purchase Option Agreement, collectively referred as “Master Agreement”).

(6)

In order to secure the Pledgor’s performance of his obligations under this Agreement, the Loan Agreement, the Exclusive Purchase Option Agreement and the Power of Attorney, and in order to ensure Jingdong 360 to be able to perform its obligations under the Services Agreements, the Pledgor hereby pledges all the equity interests held by him in Jingdong 360 as the guaranty for him and/or Jingdong 360’s performance of obligations under the Master Agreement.

(7)	The Parties entered into an equity pledge agreement dated June 15, 2016 (the “Original Contract”). The Parties wish to revise the Original Contract and replace it with this agreement.

NOW, THEREFORE, the Parties hereby agree as follows through friendly negotiations:

1.	Definition

Unless otherwise specified herein, the following words shall have the meanings as follows:

1.1

Pledge Right: means the priority right the Pledgee owns, with respect to the proceedings arising from selling at a discount, auction of, or selling off the equity interests pledged by the Pledgor to the Pledgee.

1.2

Pledged Equity Interests: means all the equity interests duly held by the Pledgor in Jingdong 360, i.e. 45% equity interests of Jingdong 360, as well as all the other rights created over it.

1.3

Term of Pledge: means the period of term specified in Article 3 hereof.

1.4

Event of Default: means any of the circumstances listed in Article 7 hereof.

1.5

Notice of Default: means any notice issued by the Pledgee to the Pledgor in accordance with this Agreement specifying an Event of Default.

2.	Pledge Right and Scope of Guaranty

2.1

The Pledgor agrees to pledge all the Pledged Equity Interests to the Pledgee as the guaranty for his and/or Jingdong 360’s performance of all the obligations under the Master Agreement and all the liabilities of indemnification to the Pledgee which may arise due to the invalidity or cancellation of the Master Agreement. Jingdong 360 agrees with such equity pledge arrangement.

2.2

The effect of guaranty under the Master Agreement will not be prejudiced by any amendment or change of the Master Agreement. The invalidity or cancellation of the Master Agreement does not impair the validity of this Agreement. In the event that the Master Agreement is deemed as invalid, or cancelled or revoked for any reason, the Pledgee is entitled to realized its pledge right in accordance with Article 8 hereof.

3.	Creation and Term of Pledge

3.1

The Pledge Right hereunder shall be reflected on the register of shareholders and the capital contribution certificate in accordance with the form as attached to this Agreement.

3.2

The term of the Pledge Right is two (2) years effective from the registration of pledge of equity interests with the Administration for Industry and Commerce of the place where Jingdong 360 is registered, till the day on which all the obligations under the Master Agreement are fully performed (“Term of Pledge”).

3.3

During the Term of Pledge, if the Pledgor and/or Jingdong 360 fails to perform any obligation under or arising from the Master Agreement, the Pledgee has the right to dispose of the Pledge Right in accordance with Article 8 hereof.

4.	Possession of Pledge Certificates

4.1

The Pledgor shall deliver the register of shareholders and capital contribution certificate of Jingdong 360 which reflects the pledge of equity interests as mentioned in above Article 3 within three (3) business days upon the pledge is recorded on such documents, to the Pledgee for its possession, and the Pledgee is obligated to keep the received pledge documents.

4.2

The Pledgee is entitled to all the proceeds in cash including the dividends and all the other non-cash proceeds arising from the Pledge Equity Interests since June 15, 2016.

5.	Representations and Warranties of the Pledgor

5.1

The Pledgor is the legal owner of Pledged Equity Interests.

5.2

Once the Pledgee intends to exercise the rights of the Pledgee under this Agreement anytime, it shall be protected from any interference from any other party.

5.3

The Pledgee has the right to dispose of or transfer the Pledge Right in the way as described hereunder.

5.4

The Pledgor has never created any other pledge right or any other third party right over the equity interests except towards the Pledgee.

6.	Covenants from the Pledgor

6.1

During the term of this Agreement, the Pledgor covenants to the Pledgee as follows:

6.1.1

Without prior written consent of the Pledgee, the Pledgor should not transfer the Pledged Equity Interests, or create or allow creation of any new pledge or any other security upon the Pledged Equity Interests which may impair the rights and/or interest of the Pledgee, except for the transfer of equity interests to the Pledgee or the person designated by the Pledgee in accordance with the Exclusive Purchase Option Agreement.

6.1.2

The Pledgor shall abide by and exercise all the provisions of laws and regulations in relation to the pledge of rights, and shall present the Pledgee any and all notices, directions or suggestions issued by related competent authorities within two (2) days upon the receipt of such notices, directions or suggestions, and shall comply with such notices, directions or suggestions, or present its opposite opinions and representations regarding the above mentioned issues according to the reasonable request of the Pledgee or with the consent from the Pledgee;

6.1.3

The Pledgor shall give prompt notice to the Pledgee regarding any occurrence or received notice which may influence the equity interests or any part of the equity interests held by the Pledgee, or may change any warranties or obligations of the Pledgor under this Agreement or may influence the performance of obligations by the Pledgor hereunder.

6.2

The Pledgor agrees that, the right of the Pledgee to exercise of Pledge Right hereunder in accordance with this Agreement, shall not be interfered or impaired by any legal proceedings taken by the Pledgor, or the successor or designated person of the Pledgor or any other person.

6.3

The Pledgor warrants to the Pledgee that, in order to protect or consummate the guaranty provided by this Agreement regarding the performance of the Master Agreement, the Pledgor will faithfully sign, or cause any other party which is materially related to the Pledge Right to sign, any and all right certificates and deeds, and/or take, or cause any other party which is materially related to the Pledge Right to take, any and all actions, reasonably required by the Pledgee, and will facilitate the exercise of the rights and authorizations granted to the Pledgee under this Agreement, enter into any change to related equity certificate with the Pledgee or the Pledgee’s designated person (individual/legal person), and provide to the Pledgee any and all notices, orders and decisions as deemed necessary by the Pledgee.

6.4

The Pledgor undertakes to the Pledgee he will abide by and perform all representations, warranties and undertakings to protect the interests of the Pledgee. The Pledgor shall indemnify the Pledgee any and all losses suffered by the Pledgee due to the Pledgor’s failure or partial failure in performance of his representations, warranties or undertakings.

6.5

The Pledgor covenants to the Pledgee that he assumes several and joint liabilities with respect to the obligations hereunder.

6.6

The Pledgor irrevocably agrees to waive the preemptive right with respect to the Pledged Equity Interests pledged by other shareholders of Jingdong 360 to the Pledgee, as well as the transfer of equity interests due to the exercise of Pledge Right by the Pledgee.

7.	Event of Default

7.1

Any of the following is deemed as a Event of Default:

7.1.1

Jingdong 360 fails to perform its obligations under the Master Agreement;

7.1.2

Any representation or warranty of the Pledgor under this Agreement is substantially misleading or untrue, and/or the Pledgor breaches any of his representations and warranties under this Agreement;

7.1.3

The Pledgor breaches his covenants hereunder;

7.1.4

The Pledgor breaches any provision hereof;

7.1.5

Except that the Pledgor transfers the equity interests to the Pledgee or the Pledgee’s designated person in accordance with the Exclusive Purchase Option Agreement, the Pledgor waives the Pledged Equity Interests or transfers the Pledged Equity Interests without the written consent from the Pledgee;

7.1.6

Any external borrowings, guaranty, indemnification, undertakings or any other liabilities of the Pledgor (1) is required to be repaid or exercised early due to its default; or (2) is not repaid or exercised when due, which makes the Pledgee reasonably believes that the ability of the Pledgor to perform his obligations under this Agreement has been impaired.

7.1.7

The Pledgor fails to repay general debts or other liabilities;

7.1.8

This Agreement is deemed to be illegal with promulgation of related laws, or the Pledgor is unable to continue to perform his obligations hereunder;

7.1.9

The consent, permit, approval or authorization from the competent authorities for making this Agreement enforceable, legal or valid is revoked, suspended, invalidated or materially amended;

7.1.10

Adverse change occur with respect to the assets of the Pledgor, which makes the Pledgee reasonably believes that the ability of the Pledgor to perform his obligations under this Agreement has been impaired.

7.1.11

Successor of the Pledgor or Jingdong 360 can only perform part of, or refuses to perform, its obligations under this Agreement.

7.1.12

Other circumstances occur which make the Pledgee unable to exercise or dispose of the Pledge Right in accordance with related laws.

7.2

In the event that is aware of or discover that any issue described in the above Article 7.1 or any other issue which may cause the occurrence of such mentioned issues has occurred, the Pledgor shall give a prompt written notice to the Pledgee.

7.3

Unless that the Event of Default specified in above Article 7.1 has been resolved to the satisfaction of the Pledgee, otherwise the Pledgee is entitled to (not obligated to) serve a Notice of Default to the Pledgor immediately following or any time after the occurrence of the Event of Default, to require the Pledgor and Jingdong 360 to immediately perform its obligations under the Master Agreement (including without limitation to payment of the due and unpaid debts and other amounts payable under the Services Agreements) or dispose of the Pledge Right in accordance with Article 8 hereof.

8.	Exercise of Pledge Right

8.1

Prior to the fulfillment of performance of the obligations under the Master Agreement, the Pledgor should not transfer the Pledged Equity Interests without the written consent of the Pledgee.

8.2

In the event of occurrence of the Event of Default described in above Article 7, the Pledgee shall give a Notice of Default to the Pledgor when exercising the Pledge Right. The Pledgee may exercise the right to dispose of the Pledge Right at the same time of or any time after the service of the Notice of Default.

8.3

The Pledgee has the right to sell in accordance with legal procedure or dispose of in the other way allowed by law the Pledged Equity Interests hereunder. If the Pledgee decides to exercise the Pledge Right, the Pledgor undertakes to transfer all of his shareholder rights to the Pledgee for exercise. In addition, the Pledgee has the priority to receive the proceedings arising from selling at a discount, auction of, or selling off the equity interests pledged by the Pledgor to the Pledgee according to the legal proceedings.

8.4

When the Pledgee is disposing of the Pledge Right in accordance with this Agreement, the Pledgor should not create any obstacle, and shall provide any necessary assistance to help the Pledgee to realize the Pledge Right.

9.	Transfer of Agreement

9.1

Unless with the prior consent from the Pledgee, the Pledgor has no right to grant or transfer any of his rights and obligations hereunder.

9.2

This Agreement is binding upon the Pledgor and his successor, as well as the Pledgee and its successors and assignees permitted by the Pledgee.

9.3

The Pledgee is entitled to transfer any or all rights and obligations under the Master Agreement to any person (individual/legal person) designated by it at anytime. Under this circumstance, the assignee has the same rights and obligations as the Pledgee under this Agreement, as if such rights and obligations are granted to it as a party to this Agreement. When transferring the rights and obligations under the Services Agreements, this Agreement, the Loan Agreement, the Exclusive Purchase Option Agreement and/or Power of Attorney, the Pledgor shall sign any and all related agreement and/or documents as required by the Pledgee.

9.4

With the change of pledgee due to the transfer, all the parties to the new pledge shall enter into a new pledge contract, which shall be substantially same to this Agreement in the content and to the satisfaction of the Pledgee.

10.

Effectiveness and Termination

10.1

This Agreement becomes effective on the date hereof.

10.2

The Parties confirm that whether the pledge hereunder has been registered and recorded or not will not impair the effectiveness and validity of this Agreement.

10.3

This Agreement will terminate two (2) years after the Pledgor and /or Jingdong 360 no longer assume any liability under or arising from the Master Agreement.

10.4

Release of pledge shall be recorded accordingly on the register of shareholders of Jingdong 360 and related deregistration formalities shall be proceeded with at the Administration for Industry and Commerce of the place where Jingdong 360 is registered.

11.

Processing Fee and Other Costs

All fees and actual costs related to this Agreement, including not limited to legal fees, processing fee, duty stamp and all the other related taxes and expenses shall be borne by the Pledgor. If related taxes is borne by the Pledgee in accordance with laws, then the Pledgor shall fully indemnify the Pledgee all the taxes withheld by the Pledgee.

12.

Force Majeure

12.1

“Force Majeure Event” shall mean any event beyond the reasonable controls of the Party so affected, which are unpredictable, unavoidable, irresistible even if the affected Party takes a reasonable care, including but not limited to governmental acts, Act of God, fires, explosion, geographical variations, storms, floods, earthquakes, morning and evening tides, lightning or wars, riot, strike, and any other such events that all Parties have reached a consensus upon. However, any shortage of credits, funding or financing shall not be deemed as the events beyond reasonable controls of the affected Party.

12.2

In the event that the performance of this Agreement is delayed or interrupted due to the said Force Majeure Event, the affected Party shall be excused from any liability to the extent of the delayed or interrupted performance. The affected Party which intends to seek exemption from its obligations of performance under this Agrement or any provision of this Agreement shall immediately inform the other Party of such a Force Majeure Event and the measures it needs to take in order to complete its performance.

13.

Dispute Resolution

13.1

The formation, validity, performance and interpretation of this Agreement and the disputes resolution under this Agreement shall be governed by the PRC laws.

13.2

The Parties shall strive to settle any dispute arising from or in connection with this Agreement through friendly consultation. In case no settlement can be reached through consultation within thirty (30) days after the request for consultation is made by any Party, any Party can submit such matter to BeijingArbitration Commission for arbitration in accordance with its then effective rules. The arbitration shall take place in Beijing. The arbitration award shall be final and binding upon all the Parties.

14.

Notices


If to the Pledgee: Beijing Jingdong Century Trade Co., Ltd.

Address:		Room 201, Building C, No. 18, Kechuang 11 Street, Beijing Economic and Technological Development Zone, Beijing
Attention:		Lei Xu

If to the Pledgor: Richard Qiangdong Liu

Address:		***

15.

Miscellaneous

15.1

The headings contained in this Agreement are for the convenience of reference only and shall not be used to interpret, explain or otherwise affect the meaning of the provisions of this Agreement.

15.2

The Parties agree to promptly execute any document and take any other action reasonably necessary or advisable to perform provisions and purpose of this Agreement.

15.3

15.4

The Parties may amend and supplement this Agreement in writing. Any amendment and/or supplement to this Agreement duly signed by the Parties is an integral part of and has the same effect with this Agreement.

15.5

Any Party’s failure to exercise the rights under this Agreement in time shall not be deemed as its waiver of such rights and would not affect its future exercise of such rights.

15.6

15.7

Any schedule hereto is an integral part of and has the same effect with this Agreement.

15.8

This Agreement is made in five (5) originals with each Party holding one (1) original. And other originals are submitted to the AIC for proceeding with the formalities of registration of pledge of equity interests.

[No text below]

(Signature Page)

IN WITNESS THEREOF, each Party has signed or caused its legal representative to sign this Agreement as of the date first written above.

Party A: Beijing Jingdong Century Trade Co., Ltd.

(seal)

/s/ Beijing Jingdong Century Trade Co., Ltd.

(Seal of Beijing Jingdong Century Trade Co., Ltd.)

Party B: Richard Qiangdong Liu


By:		/s/ Richard Qiangdong Liu

Party C: Beijing Jingdong 360 Degree E-Commerce Co., Ltd.

By:		/s/ Beijing Jingdong 360 Degree E-Commerce Co., Ltd.
		(Seal of Beijing Jingdong 360 Degree E-Commerce Co., Ltd.)

Signature page for the Amended and Restated Equity Pledge Agreement

Schedule 1:

Register of Shareholders of Beijing Jingdong 360 Degree E-Commerce Co., Ltd.


Name of Shareholder	Capital Contribution Amount/Shareholding Percentage	Registration of Pledge
Richard Qiangdong Liu	RMB1,314,000,000 45%	In accordance with the Amended and Restated Equity Pledge Agreement by and among Richard Qiangdong Liu, Beijing Jingdong Century Trade Co., Ltd. and Beijing Jingdong 360 Degree E-Commerce Co., Ltd. dated December 24, 2020, Richard Qiangdong Liu has pledged all the equity interests held by him to Beijing Jingdong Century Trade Co., Ltd.

Yayun Li	RMB876,000,000 30%	In accordance with the Amended and Restated Equity Pledge Agreement by and among Yayun Li, Beijing Jingdong Century Trade Co., Ltd. and Beijing Jingdong 360 Degree E-Commerce Co., Ltd. dated December 24, 2020, Yayun Li has pledged all the equity interests held by her to Beijing Jingdong Century Trade Co., Ltd.

Pang Zhang	RMB730,000,000 25%	In accordance with the Amended and Restated Equity Pledge Agreement by and among Pang Zhang, Beijing Jingdong Century Trade Co., Ltd. and Beijing Jingdong 360 Degree E-Commerce Co., Ltd. dated December 24, 2020, Pang Zhang has pledged all the equity interests held by her to Beijing Jingdong Century Trade Co., Ltd.

Beijing Jingdong 360 Degree E-Commerce Co., Ltd.

(seal)

(Seal of Beijing Jingdong 360 Degree E-Commerce Co., Ltd.)

Legal representative (signature):

Date: December 24, 2020

Schedule 2:

Beijing Jingdong 360 Degree E-Commerce Co., Ltd.

Capital Contribution Certificate

(No.: 001)

Company: Beijing Jingdong 360 Degree E-Commerce Co., Ltd.

Date of Incorporation: April 4, 2007

Registered Capital: RMB2,920,000,000

Shareholder: Richard Qiangdong Liu

Capital Contributed by Shareholder: RMB1,314,000,000

In accordance with the Amended and Restated Equity Pledge Agreement by and among Richard Qiangdong Liu, Beijing Jingdong Century Trade Co., Ltd. and Beijing Jingdong 360 Degree E-Commerce Co., Ltd. dated December 24, 2020, Richard Qiangdong Liu has pledged all the equity interests held by him to Beijing Jingdong Century Trade Co., Ltd.


Beijing Jingdong 360 Degree E-Commerce Co., Ltd.
(seal)

Signature:(Seal of Beijing Jingdong 360 Degree E-Commerce Co., Ltd.)
Name:
Title:		Legal representative
Date:		December 24, 2020

Beijing Jingdong 360 Degree E-Commerce Co., Ltd.

Capital Contribution Certificate

(No.: 002)

Company: Beijing Jingdong 360 Degree E-Commerce Co., Ltd.

Date of Incorporation: April 4, 2007

Registered Capital: RMB2,920,000,000

Shareholder: Yayun Li

Capital Contributed by Shareholder: RMB876,000,000

In accordance with the Amended and Restated Equity Pledge Agreement by and among Yayun Li, Beijing Jingdong Century Trade Co., Ltd. and Beijing Jingdong 360 Degree E-Commerce Co., Ltd. dated December 24, 2020, Yayun Li has pledged all the equity interests held by her to Beijing Jingdong Century Trade Co., Ltd.


Beijing Jingdong 360 Degree E-Commerce Co., Ltd. (seal)

Signature:(Seal of Beijing Jingdong 360 Degree E-Commerce Co., Ltd.)
Name:
Title:		Legal representative
Date:		December 24, 2020

Beijing Jingdong 360 Degree E-Commerce Co., Ltd.

Capital Contribution Certificate

(No.: 003)

Company: Beijing Jingdong 360 Degree E-Commerce Co., Ltd.

Date of Incorporation: April 4, 2007

Registered Capital: RMB2,920,000,000

Shareholder: Pang Zhang

Capital Contributed by Shareholder: RMB730,000,000

In accordance with the Amended and Restated Equity Pledge Agreement by and among Pang Zhang, Beijing Jingdong Century Trade Co., Ltd. and Beijing Jingdong 360 Degree E-Commerce Co., Ltd. dated December 24, 2020, Pang Zhang has pledged all the equity interests held by him to Beijing Jingdong Century Trade Co., Ltd.


Beijing Jingdong 360 Degree E-Commerce Co., Ltd. (seal)

Signature:(Seal of Beijing Jingdong 360 Degree E-Commerce Co., Ltd.)
Name:
Title:		Legal representative
Date:		December 24, 2020

Amended and Restated Equity Pledge Agreement

This AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT, (this “Agreement”), dated December 24, 2020, is made in Beijing, the People’s Republic of China (“PRC”) by and among:


Party A:		Beijing Jingdong Century Trade Co., Ltd.
		Registered address: Room 201, Building C, No. 18, Kechuang 11 Street, Beijing Economic and Technological Development Zone, Beijing

Party B:		Pang Zhang;

Party C:		Beijing Jingdong 360 Degree E-Commerce Co., Ltd.
		Registered address: Room 222, Building C, No. 18, Kechuang 11 Street, Beijing Economic and Technological Development Zone, Beijing

Whereas,

(1)	Beijing Jingdong 360 Degree E-Commerce Co., Ltd. (“Jingdong 360”) is a limited liability company duly incorporated and validly existing under the PRC laws.

(2)	The Pledgor holds 25% equity interests of Jingdong 360 (corresponding to the registered capital of RMB730,000,000).

(3)	The Pledgee is a wholly foreign owned company duly incorporated and existing under the laws of the PRC.

(4)	The Pledgee and Jingdong 360 entered into an Amended and Restated Exclusive Technology Consulting and Service Agreement (“Services Agreements”) on June 15, 2016.

(5)

(6)

(7)	The Parties entered into an equity pledge agreement dated June 15, 2016 (the “Original Contract”). The Parties wish to revise the Original Contract and replace it with this agreement.

NOW, THEREFORE, the Parties hereby agree as follows through friendly negotiations:

1.	Definition

Unless otherwise specified herein, the following words shall have the meanings as follows:

1.1

1.2

Pledged Equity Interests: means all the equity interests duly held by the Pledgor in Jingdong 360, i.e. 25% equity interests of Jingdong 360, as well as all the other rights created over it.

1.3

Term of Pledge: means the period of term specified in Article 3 hereof.

1.4

Event of Default: means any of the circumstances listed in Article 7 hereof.

1.5

Notice of Default: means any notice issued by the Pledgee to the Pledgor in accordance with this Agreement specifying an Event of Default.

2.	Pledge Right and Scope of Guaranty

2.1

2.2

3.	Creation and Term of Pledge

3.1

The Pledge Right hereunder shall be reflected on the register of shareholders and the capital contribution certificate in accordance with the form as attached to this Agreement.

3.2

3.3

4.	Possession of Pledge Certificates

4.1

4.2

The Pledgee is entitled to all the proceeds in cash including the dividends and all the other non-cash proceeds arising from the Pledge Equity Interests since June 15, 2016.

5.	Representations and Warranties of the Pledgor

5.1

The Pledgor is the legal owner of Pledged Equity Interests.

5.2

Once the Pledgee intends to exercise the rights of the Pledgee under this Agreement anytime, it shall be protected from any interference from any other party.

5.3

The Pledgee has the right to dispose of or transfer the Pledge Right in the way as described hereunder.

5.4

The Pledgor has never created any other pledge right or any other third party right over the equity interests except towards the Pledgee.

6.	Covenants from the Pledgor

6.1

During the term of this Agreement, the Pledgor covenants to the Pledgee as follows:

6.1.1

6.1.2

6.1.3

6.2

6.3

6.4

6.5

The Pledgor covenants to the Pledgee that he assumes several and joint liabilities with respect to the obligations hereunder.

6.6

7.	Event of Default

7.1

Any of the following is deemed as a Event of Default:

7.1.1

Jingdong 360 fails to perform its obligations under the Master Agreement;

7.1.2

Any representation or warranty of the Pledgor under this Agreement is substantially misleading or untrue, and/or the Pledgor breaches any of his representations and warranties under this Agreement;

7.1.3

The Pledgor breaches his covenants hereunder;

7.1.4

The Pledgor breaches any provision hereof;

7.1.5

7.1.6

7.1.7

The Pledgor fails to repay general debts or other liabilities;

7.1.8

This Agreement is deemed to be illegal with promulgation of related laws, or the Pledgor is unable to continue to perform his obligations hereunder;

7.1.9

The consent, permit, approval or authorization from the competent authorities for making this Agreement enforceable, legal or valid is revoked, suspended, invalidated or materially amended;

7.1.10

7.1.11

Successor of the Pledgor or Jingdong 360 can only perform part of, or refuses to perform, its obligations under this Agreement.

7.1.12

Other circumstances occur which make the Pledgee unable to exercise or dispose of the Pledge Right in accordance with related laws.

7.2

7.3

8.	Exercise of Pledge Right

8.1

Prior to the fulfillment of performance of the obligations under the Master Agreement, the Pledgor should not transfer the Pledged Equity Interests without the written consent of the Pledgee.

8.2

8.3

8.4

9.	Transfer of Agreement

9.1

Unless with the prior consent from the Pledgee, the Pledgor has no right to grant or transfer any of his rights and obligations hereunder.

9.2

This Agreement is binding upon the Pledgor and his successor, as well as the Pledgee and its successors and assignees permitted by the Pledgee.

9.3

9.4

10.

Effectiveness and Termination

10.1

This Agreement becomes effective on the date hereof.

10.2

The Parties confirm that whether the pledge hereunder has been registered and recorded or not will not impair the effectiveness and validity of this Agreement.

10.3

This Agreement will terminate two (2) years after the Pledgor and /or Jingdong 360 no longer assume any liability under or arising from the Master Agreement.

10.4

11.

Processing Fee and Other Costs

12.

Force Majeure

12.1

12.2

13.

Dispute Resolution

13.1

The formation, validity, performance and interpretation of this Agreement and the disputes resolution under this Agreement shall be governed by the PRC laws.

13.2

The Parties shall strive to settle any dispute arising from or in connection with this Agreement through friendly consultation. In case no settlement can be reached through consultation within thirty (30) days after the request for consultation is made by any Party, any Party can submit such matter to BeijingArbitration Commission for arbitration in accordance with its then effective rules. The arbitration shall take place in Beijing. The arbitration award shall be final and binding upon all the Parties.

14.

Notices


If to the Pledgee: Beijing Jingdong Century Trade Co., Ltd.

Address:		Room 201, Building C, No. 18, Kechuang 11 Street, Beijing Economic and Technological Development Zone, Beijing
Attention:		Lei Xu

If to the Pledgor: Pang Zhang

Address: ***

15.

Miscellaneous

15.1

The headings contained in this Agreement are for the convenience of reference only and shall not be used to interpret, explain or otherwise affect the meaning of the provisions of this Agreement.

15.2

The Parties agree to promptly execute any document and take any other action reasonably necessary or advisable to perform provisions and purpose of this Agreement.

15.3

15.4

15.5

Any Party’s failure to exercise the rights under this Agreement in time shall not be deemed as its waiver of such rights and would not affect its future exercise of such rights.

15.6

15.7

Any schedule hereto is an integral part of and has the same effect with this Agreement.

15.8

[No text below]

(Signature Page)

IN WITNESS THEREOF, each Party has signed or caused its legal representative to sign this Agreement as of the date first written above.


Party A: Beijing Jingdong Century Trade Co., Ltd.

/s/ Beijing Jingdong Century Trade Co., Ltd.
(Seal of Beijing Jingdong Century Trade Co., Ltd.)

Party B: Pang Zhang

By:		/s/ Pang Zhang


Party C: Beijing Jingdong 360 Degree E-Commerce Co., Ltd.

By:		/s/ Beijing Jingdong 360 Degree E-Commerce Co., Ltd.
		(Seal of Beijing Jingdong 360 Degree E-Commerce Co., Ltd.)

Signature page for the Amended and Restated Equity Pledge Agreement

Amended and Restated Equity Pledge Agreement

This AMENDED AND RESTATED EQUITY PLEDGE AGREEMENT, (this “Agreement”), dated December 24, 2020, is made in Beijing, the People’s Republic of China (“PRC”) by and among:


Party A:		Beijing Jingdong Century Trade Co., Ltd.
		Registered address: Room 201, Building C, No. 18, Kechuang 11 Street, Beijing Economic and Technological Development Zone, Beijing

Party B:		Yayun Li;

Party C:		Beijing Jingdong 360 Degree E-Commerce Co., Ltd.
		Registered address: Room 222, Building C, No. 18, Kechuang 11 Street, Beijing Economic and Technological Development Zone, Beijing

Whereas,

(1)	Beijing Jingdong 360 Degree E-Commerce Co., Ltd. (“Jingdong 360”) is a limited liability company duly incorporated and validly existing under the PRC laws.

(2)	The Pledgor holds 30% equity interests of Jingdong 360 (corresponding to the registered capital of RMB876,000,000).

(3)	The Pledgee is a wholly foreign owned company duly incorporated and existing under the laws of the PRC.

(4)	The Pledgee and Jingdong 360 entered into an Amended and Restated Exclusive Technology Consulting and Service Agreement (“Services Agreements”) on June 15, 2016.

(5)

(6)

(7)	The Parties entered into an equity pledge agreement dated June 15, 2016 (the “Original Contract”). The Parties wish to revise the Original Contract and replace it with this agreement.

NOW, THEREFORE, the Parties hereby agree as follows through friendly negotiations:

1.	Definition

Unless otherwise specified herein, the following words shall have the meanings as follows:

1.1

1.2

Pledged Equity Interests: means all the equity interests duly held by the Pledgor in Jingdong 360, i.e. 30% equity interests of Jingdong 360, as well as all the other rights created over it.

1.3

Term of Pledge: means the period of term specified in Article 3 hereof.

1.4

Event of Default: means any of the circumstances listed in Article 7 hereof.

1.5

Notice of Default: means any notice issued by the Pledgee to the Pledgor in accordance with this Agreement specifying an Event of Default.

2.	Pledge Right and Scope of Guaranty

2.1

2.2

3.	Creation and Term of Pledge

3.1

The Pledge Right hereunder shall be reflected on the register of shareholders and the capital contribution certificate in accordance with the form as attached to this Agreement.

3.2

3.3

4.	Possession of Pledge Certificates

4.1

4.2

The Pledgee is entitled to all the proceeds in cash including the dividends and all the other non-cash proceeds arising from the Pledge Equity Interests since June 15, 2016.

5.	Representations and Warranties of the Pledgor

5.1

The Pledgor is the legal owner of Pledged Equity Interests.

5.2

Once the Pledgee intends to exercise the rights of the Pledgee under this Agreement anytime, it shall be protected from any interference from any other party.

5.3

The Pledgee has the right to dispose of or transfer the Pledge Right in the way as described hereunder.

5.4

The Pledgor has never created any other pledge right or any other third party right over the equity interests except towards the Pledgee.

6.	Covenants from the Pledgor

6.1

During the term of this Agreement, the Pledgor covenants to the Pledgee as follows:

6.1.1

6.1.2

6.1.3

6.2

6.3

6.4

6.5

The Pledgor covenants to the Pledgee that he assumes several and joint liabilities with respect to the obligations hereunder.

6.6

7.	Event of Default

7.1

Any of the following is deemed as a Event of Default:

7.1.1

Jingdong 360 fails to perform its obligations under the Master Agreement;

7.1.2

Any representation or warranty of the Pledgor under this Agreement is substantially misleading or untrue, and/or the Pledgor breaches any of his representations and warranties under this Agreement;

7.1.3

The Pledgor breaches his covenants hereunder;

7.1.4

The Pledgor breaches any provision hereof;

7.1.5

7.1.6

7.1.7

The Pledgor fails to repay general debts or other liabilities;

7.1.8

This Agreement is deemed to be illegal with promulgation of related laws, or the Pledgor is unable to continue to perform his obligations hereunder;

7.1.9

The consent, permit, approval or authorization from the competent authorities for making this Agreement enforceable, legal or valid is revoked, suspended, invalidated or materially amended;

7.1.10

7.1.11

Successor of the Pledgor or Jingdong 360 can only perform part of, or refuses to perform, its obligations under this Agreement.

7.1.12

Other circumstances occur which make the Pledgee unable to exercise or dispose of the Pledge Right in accordance with related laws.

7.2

7.3

8.	Exercise of Pledge Right

8.1

Prior to the fulfillment of performance of the obligations under the Master Agreement, the Pledgor should not transfer the Pledged Equity Interests without the written consent of the Pledgee.

8.2

8.3

8.4

9.	Transfer of Agreement

9.1

Unless with the prior consent from the Pledgee, the Pledgor has no right to grant or transfer any of his rights and obligations hereunder.

9.2

This Agreement is binding upon the Pledgor and his successor, as well as the Pledgee and its successors and assignees permitted by the Pledgee.

9.3

9.4

10.

Effectiveness and Termination

10.1

This Agreement becomes effective on the date hereof.

10.2

The Parties confirm that whether the pledge hereunder has been registered and recorded or not will not impair the effectiveness and validity of this Agreement.

10.3

This Agreement will terminate two (2) years after the Pledgor and /or Jingdong 360 no longer assume any liability under or arising from the Master Agreement.

10.4

11.

Processing Fee and Other Costs

12.

Force Majeure

12.1

12.2

13.

Dispute Resolution

13.1

The formation, validity, performance and interpretation of this Agreement and the disputes resolution under this Agreement shall be governed by the PRC laws.

13.2

The Parties shall strive to settle any dispute arising from or in connection with this Agreement through friendly consultation. In case no settlement can be reached through consultation within thirty (30) days after the request for consultation is made by any Party, any Party can submit such matter to BeijingArbitration Commission for arbitration in accordance with its then effective rules. The arbitration shall take place in Beijing. The arbitration award shall be final and binding upon all the Parties.

14.

Notices

If to the Pledgee: Beijing Jingdong Century Trade Co., Ltd.


Address:		Room 201, Building C, No. 18, Kechuang 11 Street, Beijing Economic and Technological Development Zone, Beijing
Attention:		Lei Xu

If to the Pledgor: Yayun Li


Address:		***

15.

Miscellaneous

15.1

The headings contained in this Agreement are for the convenience of reference only and shall not be used to interpret, explain or otherwise affect the meaning of the provisions of this Agreement.

15.2

The Parties agree to promptly execute any document and take any other action reasonably necessary or advisable to perform provisions and purpose of this Agreement.

15.3

15.4

15.5

Any Party’s failure to exercise the rights under this Agreement in time shall not be deemed as its waiver of such rights and would not affect its future exercise of such rights.

15.6

15.7

Any schedule hereto is an integral part of and has the same effect with this Agreement.

15.8

[No text below]

(Signature Page)

IN WITNESS THEREOF, each Party has signed or caused its legal representative to sign this Agreement as of the date first written above.

Party A: Beijing Jingdong Century Trade Co., Ltd.


/s/ Beijing Jingdong Century Trade Co., Ltd.
(Seal of Beijing Jingdong Century Trade Co., Ltd.)

Party B: Yayun Li

By:		/s/ Yayun Li

Party C: Beijing Jingdong 360 Degree E-Commerce Co., Ltd.

By:		/s/ Beijing Jingdong 360 Degree E-Commerce Co., Ltd.
		(Seal of Beijing Jingdong 360 Degree E-Commerce Co., Ltd.)

Signature page for the Amended and Restated Equity Pledge Agreement

Exhibit 4.6

Power of Attorney

The undersigned, Richard Qiangdong Liu, a citizen of the People’s Republic of China (the “PRC”) and a holder of 45% of the equity interests of Beijing Jingdong 360 Degree E-Commerce Ltd. (the “Beijing Company”) (corresponding to the registered capital of RMB1,314,000,000, the “Shareholding”), hereby irrevocably authorizes any natural person appointed by Beijing Jingdong Century Trade Co., Ltd. (the “WFOE”) to exercise the following rights during the term of this Power of Attorney:

Any natural person appointed by the WFOE is hereby authorized to exercise on behalf of the undersigned as his sole and exclusive agent the rights in respect of the Shareholding including without limitation: (1) attend shareholders’ meeting of the Beijing Company and sign resolutions thereof on behalf of the undersigned; (2) exercise all rights of the undersigned as a shareholder of the Beijing Company according to laws and the articles of association of the Beijing Company, including without limitation the rights to vote and to sell, transfer, pledge or dispose all or any part of the Shareholding; and (3) designate and appoint on behalf of the undersigned the legal representative, chairperson, director, supervisor, chief executive officer and any other senior management of the Beijing Company.

Subject to the powers and authorities provided under this Power of Attorney, any natural person appointed by the WFOE will have the right to sign on behalf of the undersigned any transfer agreement contemplated under the Amended and Restated Exclusive Purchase Option Agreement to which the undersigned will be a party, and to perform the Amended and Restated Equity Pledge Agreement and the Amended and Restated Exclusive Purchase Option Agreement, each of which is dated the date hereof and to which the undersigned is a party. Exercise of such right will not have any restriction upon this Power of Attorney.

Unless otherwise provided under this Power of Attorney, any natural person appointed by the WFOE has the right to transfer, apply or otherwise dispose any cash dividend, bonus and any other non-cash gain arising from the Shareholding on reliance of any oral or written instruction from the undersigned.

Unless otherwise provided under this Power of Attorney, any natural person appointed by the WFOE has the right to take any action regarding the Shareholding according to his/her own judgment without any oral or written instruction from the undersigned.

Any and all the actions associated with the Shareholding made by any natural person appointed by the WFOE will be deemed as the action of the undersigned, and any and all documents relating to the Shareholding executed by any natural person appointed by the WFOE shall be deemed to be executed and acknowledged by the undersigned.

Any natural person appointed by the WFOE may delegate this power of attorney by assigning his/her rights relating to the conduct of the aforesaid matter and exercise of the Shareholding to any other person or entity at his/her own discretion without prior notice to or consent from the undersigned.

This Power of Attorney is irrevocable and effective as of the date hereof as long as the undersigned is a shareholder of the Beijing Company. This Power of Attorney supersedes any other power of attorney previously signed by the undersigned.

During the term of this Power of Attorney, the undersigned hereby waives all of the rights associated with the Shareholding which have been authorized to any natural person appointed by the WFOE and will not exercise any such right by himself.

By:

/s/ Richard Qiangdong Liu

Dated: December 24, 2020

Power of Attorney

The undersigned, Pang Zhang, a citizen of the People’s Republic of China (the “PRC”) and a holder of 25% of the equity interests of Beijing Jingdong 360 Degree E-Commerce Ltd. (the “Beijing Company”) (corresponding to the registered capital of RMB730,000,000, the “Shareholding”), hereby irrevocably authorizes any natural person appointed by Beijing Jingdong Century Trade Co., Ltd. (the “WFOE”) to exercise the following rights during the term of this Power of Attorney:

By:

/s/ Pang Zhang

Dated: December 24, 2020

Power of Attorney

The undersigned, Yayun Li, a citizen of the People’s Republic of China (the “PRC”) and a holder of 30% of the equity interests of Beijing Jingdong 360 Degree E-Commerce Ltd. (the “Beijing Company”) (corresponding to the registered capital of RMB876,000,000, the “Shareholding”), hereby irrevocably authorizes any natural person appointed by Beijing Jingdong Century Trade Co., Ltd. (the “WFOE”) to exercise the following rights during the term of this Power of Attorney:

By:

/s/ Yayun Li

Dated: December 24, 2020

Exhibit 4.10

AMENDED AND RESTATED EXCLUSIVE PURCHASE OPTION AGREEMENT

This AMENDED AND RESTATED EXCLUSIVE PURCHASE OPTION AGREEMENT (this “Agreement”), dated December 24, 2020, is made in Beijing, the People’s Republic of China (the “PRC”) by and among:


Party A:		Beijing Jingdong Century Trade Co., Ltd., a wholly foreign owned company incorporated in the PRC with registered address at Room 201, Building C, No. 18, Kechuang 11 Street, Beijing Economic and Technological Development Zone, Beijing;

Party B:		Richard Qiangdong Liu;

		Pang Zhang; and

		Yayun Li

And

Party C:		Beijing Jingdong 360 Degree E-Commerce Co., Ltd., a limited liability company incorporated and existing under the laws of the PRC, with registered address at Room 222, Building C, No. 18, Kechuang 11 Street, Beijing Economic and Technological Development Zone, Beijing.

(Party A, Party B and Party C individually being referred to as a “Party” and collectively the “Parties”) Whereas,

1. Party C is a limited liability company duly incorporated and validly existing under the PRC laws, with the registered capital of RMB2,920,000,000. Party B has an aggregate holding of 100% equity interests in Party C, with Richard Qiangdong Liu, Yayun Li and Pang Zhang holding 45% (corresponding to the registered capital of RMB1,314,000,000), 30% (corresponding to the registered capital of RMB876,000,000) and 25% (corresponding to the registered capital of RMB730,000,000) thereof, respectively;

2. Party A and Party B have made an Amended and Restated Loan Agreement (the “Loan Agreement”) and an Amended and Restated Equity Pledge Agreement (the “Equity Pledge Agreement”) dated December 24, 2020;

3. The Parties entered into an exclusive purchase option agreement dated June 15, 2016 (the “Original Contract”). The Parties wish to revise the Original Contract and replace it with this agreement.

NOW, THEREFORE, the Parties hereby agree as follows through negotiations:

1.	PURCHASE AND SALE OF EQUITY INTERESTS

1.1	Grant of Right

Party B hereby exclusively and irrevocably grants Party A an exclusive option to purchase or designate one or several person(s) (the “Designated Person”) to purchase all or any part of the equity interests held by Party B in Party C (the “Purchase Option”) at any time from Party B at the price specified in Article 1.3 of this Agreement in accordance with the procedures determined by Party A at its own discretion and to the extent permitted by the PRC laws. No party other than Party A and the Designated Person may have the Purchase Option. Party C hereby agrees Party B to grant the Purchase Option to Party A. For purpose of this Section 1.1 and this Agreement, “person” means any individual, corporation, joint venture, partnership, enterprise, trust or non-corporation organization.

1.2	Procedures

Party A may exercise the Purchase Option subject to its compliance with the PRC laws and regulations. Upon exercising the Purchase Option, Party A will issue a written notice (the “Equity Interest Purchase Notice”) to Party B which notice will specify: (i) Party A’s decision to exercise the Purchase Option; (ii) the percentage of equity interest to be purchased from Party B (the “Purchased Equity Interest”); (iii) the date of purchase/equity interest transfer, and (iv) and the purchase price.

1.3	Purchase Price

1.3.1

When Party A exercises the Purchase Option, the purchase price of the Purchased Equity Interest (“Purchase Price”) shall be equal to the registered capital paid by Party B for the Purchased Equity Interest, unless applicable PRC laws and regulations require appraisal of the Purchased Equity Interest or any other restriction on the Purchase Price.

1.3.2

If applicable PRC laws require appraisal of the Purchased Equity Interest or any other restrictions on the Purchase Price in connection with exercise of the Purchase Option by Parties A, Party A and Party B agree that the Purchase Price of the Purchased Equity Interest shall be the lowest price permissible under applicable laws. If the lowest price permissible under applicable laws is higher than the registered capital corresponding to the Purchased Equity Interest, the amount of the exceeding balance shall be repaid to Party A by Party B according to the Loan Agreement.

1.4	Transfer of the Purchased Equity Interest

When Party A exercises the Purchase Option:

(1)

Party B shall cause Party C to promptly convene a shareholders’ meeting, during which a resolution shall be adopted to approve transfer of the equity interest to Party A and/or the Designated Person and waiver of its right of first refusal regarding the Purchased Equity Interest by Party B;

(2)

Party B shall enter into an equity interest transfer agreement with Party A and/or the Designated Person pursuant to the terms and conditions of this Agreement and the Purchase Notice;

(3)

The Parties shall execute all other contracts, agreements or documents, obtain all governmental approvals and consents, and conduct all actions that are necessary to transfer the ownership of the Purchased Equity Interest to Party A and/or the Designated Person free from any security interest and cause Party A and/or the Designated Person to be registered as the owner of the Purchased Equity Interest. For the purpose of this Section 1.4.3 and this Agreement, “Security Interest” includes guarantees, mortgages, pledges, third-party rights or interests, any purchase option, right of acquisition, right of first refusal, right of set-off, ownership detainment or other security arrangements, but excludes any security interest arising from this Agreement or the Equity Pledge Agreement.

(4)

Party B and Party C shall unconditionally use its best efforts to assist Party A in obtaining the governmental approvals, permits, registrations, filings and complete all formalities necessary for the transfer of the Purchased Equity Interest.

2.	COVENANTS REGARDING THE EQUITY INTEREST

2.1	Party C hereby covenants that:

(1)

Without prior written consent by Party A, it will not supplement, change or amend the Articles of Association, increase or decrease the registered capital, or otherwise change the registered capital structure of Party C;

(2)

It will maintain due existence of Party C, prudently and effectively operate and handle its business in accordance with fair financial and business standards and customs;

(3)

Without prior written consent of Party A and as of the date of this Agreement, it will not sell, transfer, pledge or otherwise dispose any legal or beneficial interest of any assets, businesses or income of Party C, or permit existence of such security interest;

(4)

Without prior written consent by Party A, it will not incur, inherit, guarantee or allow the existence of any debt, except for (i) any debt incurred during its ordinary course of business rather than from borrowing; and (ii) any debt which has been disclosed to and obtained the written consent from Party A;

(5)

It will always conduct business operations in the ordinary course to maintain its asset value, and refrain from any action/omission that may adversely affect its business operations and asset value;

(6)

Without prior written consent by Party A, not to enter into any material agreement other than those executed in its ordinary course of business;

(7)

Without prior written consent by Party A, it will not provide any loan or guaranty to any person;

(8)

Upon Party A’s request, it will provide Party A with information regarding its operations and financial conditions;

(9)

It will buy and maintain requisite insurance policies from an insurer acceptable to Party A, the amount and type of which will be the same with those maintained by the companies having similar operations, properties or assets in the same region;

(10)

Without prior written consent by Party A, it will not combine, merge with, acquire or make investment to any person;

(11)

It will immediately notify Party A of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income;

(12)

In order to keep its ownership of the equity interest of Party C, it will execute all requisite or appropriate documents, conduct all requisite or appropriate actions, and make all requisite or appropriate claims, or make requisite or appropriate defense against all claims; and

(13)

Without prior written consent by Party A, it will not distribute any dividend or bonus to any of its shareholders.

2.2	Party B hereby covenants that:

(1)

(2)

Without the prior written consent by Party A, it will not sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the equity interests of Party C held by it, or allow other security interests to be created on it, except for the pledge set upon Party C’s equity interests held by Party B pursuant to the Equity Pledge Agreement;

(3)

It will procure that without prior written consent by Party A, no resolution be made at any meeting of Party C’s shareholders to approve Party C to sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the equity interests of Party C held by it, or allow other security interests to be created on it, except for the pledge set upon Party C’s equity interests held by Party B pursuant to the Equity Pledge Agreement;

(4)

It will procure that without prior written consent by Party A, no resolution be made at any meeting of Party C’s shareholders to approve merger, consolidation, purchase or investment with or any person by Party C;

(5)

It will immediately notify Party A of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income;

(6)

It will cause Party C’s shareholders’ meeting to vote for the transfer of the Purchased Equity Interest provided hereunder;

(7)

In order to keep its ownership of the equity interests of Party C, it will execute all requisite or appropriate documents, conduct all requisite or appropriate actions, and make all requisite or appropriate claims, or make requisite or appropriate defense against all claims;

(8)

At the request of Party A, it will appoint any person nominated by Party A to the board of Party C;

(9)

At the request of Party A at any time, it will transfer unconditionally and immediately the Purchased Equity Interest to Party A or any Designated Person and waive the right of first refusal regarding the Purchased Equity Interest. If the equity interest of Party C could be sold or transferred to any party other than Party A or the Designated Person, Party B may not waive its right of first refusal without Party A’s consent;

(10)

It will strictly comply with the provisions of this Agreement and other agreements jointly or severally executed by any of the Parties, duly perform all obligations under such agreements, and will not make any act or omission which may affect the validity and enforceability of these agreements; and

(11)

It irrevocably undertakes to be severally and jointly liable for the obligations provided hereunder.

2.3	Party A hereby covenants that:

To satisfy the cash flow requirements with regard to the business operations of Party C or make up Party C’s losses accrued through such operations, Party A agrees that it shall, through itself or its designated person, provide financial support to Party C.

3.	REPRESENTATIONS AND WARRANTIES

Each of Party B and Party C represents and warrants, jointly and severally, to Party A that as of the date of this Agreement:

(1)

It has the rights and powers to execute and deliver this Agreement and any equity interest transfer agreement (the “Transfer Agreement”) executed for each transfer of the Purchased Equity Interest contemplated hereunder to which it is a party, and perform its obligations under this Agreement and any Transfer Agreement. Once executed, this Agreement and the Transfer Agreement to which it is a party will be its legal, valid and binding obligations and enforceable against it according to the terms of this Agreement and the Transfer Agreement.

(2)

None of its execution, delivery and performance of this Agreement or any Transfer Agreement will: (i) breach any applicable PRC laws; (ii) conflict with its articles of association or any other organizational documents; (iii) breach any agreement or document to which it is a party or binding upon it, or constitute breach of any such agreement or document; (iv) breach any condition on which basis any of its permits or approvals is granted and/or will continue to be effective; or (v) cause any of its permits or approvals to be suspended, cancelled or imposed with additional conditions.

(3)

Party B has good and entire ownership of and creates no security interest or encumbrance upon any of its assets.

(4)

Party C has no outstanding debt, except for those (i) incurred during its ordinary course of business, and (ii) disclosed to and approved in writing by Party A.

(5)

Party C is in compliance with all applicable laws and regulations.

4.	EFFECTIVENESS AND TERM

4.1	This Agreement shall be effective as of the date of its execution.

4.2	The term of this Agreement is ten (10) years. This Agreement may be extended for another ten (10) years upon Party A’s written confirmation prior to the expiration of this Agreement, and so forth thereafter.

4.3	During the term provided in Section 4.2, if Party A or Party C is terminated at expiration of their respective operation term (including any extension of such term) or by any other reason, this Agreement shall be terminated upon such termination.

5.	TERMINATION

5.1

At any time during the term of this Agreement and any extended term hereof, if Party A cannot exercise the Purchase Option pursuant to Section 1 due to then applicable laws, Party A can, at its own discretion, unconditionally terminate this Agreement by issuing a written notice to Party B without any liability.

5.2

If Party C is terminated due to bankruptcy, dissolution or being ordered to close down by the laws during the term of this Agreement and its extension period,, the obligations of Party B hereunder shall be terminated upon the termination of Party C; notwithstanding anything to the contrary, Party B shall immediately repay the principal and any interest accrued thereupon under the Loan Agreement.

5.3	Except under circumstances indicated in Section 5.2, Party B may not unilaterally terminate this Agreement at any time during the term and extension periods of this Agreement without Party A’s written consent.

6.	TAXES AND EXPENSES

Each Party shall bear any and all taxes, costs and expenses related to transfer and registration as required by the PRC laws incurred by or imposed on such Party arising from the preparation and execution of this Agreement and the consummation of the transaction contemplated hereunder.

7.	BREACH OF CONTRACT

7.1

If either Party (“Defaulting Party”) breaches any provision of this Agreement, which causes damage to other Parties (“Non-defaulting Party”), the Non-defaulting Party could notify the Defaulting Party in writing and request it to rectify and correct such breach of contract; if the Defaulting Party fails to take any action satisfactory to the Non-defaulting Party to rectify and correct such breach within fifteen (15) days upon the issuance of the written notice by the Non-defaulting Party, the Non-defaulting Party may take the actions pursuant to this Agreement or take other remedies in accordance with the laws.

7.2	The following events shall constitute a default by Party B:

(1)

Party B breaches any provision of this Agreement, or any representation or warranty made Party B under this Agreement is untrue or proves inaccurate in any material aspect;

(2)

Party B assigns or otherwise transfers or disposes of any of its rights under this Agreement without the prior written consent by Party A; or

(3)

Any breaches by Party B which renders this Agreement, the Loan Agreement, and the Equity Pledge Agreement unenforceable.

7.3	Should a breach of contract by Party B or violation by Party B of the Loan Agreement and the Equity Pledge Agreement occur, Party A may:

(1)

request Party B to immediately transfer all or any part of the Purchased Equity Interests to Party A or the Designated Person pursuant to this Agreement; and

(2)

recover the principal and the interest accrued thereupon under the Loan Agreement.

8.	NOTICES

Notices or other communications required to be given by any Party pursuant to this Agreement shall be made in writing and delivered personally or sent by mail or facsimile transmission to the addresses of the other Parties set forth below or other designated addresses notified by such other Parties to such Party from time to time. The date when the notice is deemed to be duly served shall be determined as the follows: (a) a notice delivered personally is deemed duly served upon the delivery; (b) a notice sent by mail is deemed duly served on the seventh (7th ) day after the date when the air registered mail with postage prepaid has been sent out (as is shown on the postmark), or the fourth (4th) day after the delivery date to the internationally recognized courier service agency; and (c) a notice sent by facsimile transmission is deemed duly served upon the receipt time as is shown on the transmission confirmation of relevant documents.

If to Party A:

Beijing Jingdong Century Trade Co., Ltd.

Address: Room 201, Building C, No. 18, Kechuang 11 Street, Beijing Economic and Technological Development Zone, Beijing

Attention: Lei Xu

If to Party B:

Richard Qiangdong Liu

Address: ***

Pang Zhang

Address: ***

Yayun Li

Address: ***

If to Party C:

Beijing Jingdong 360 Degree E-Commerce Co., Ltd.

Address: Room 222, Building C, No. 18, Kechuang 11 Street, Beijing Economic and Technological Development Zone, Beijing

Attention: Qi Zhang

9.	APPLICABLE LAW AND DISPUTE RESOLUTION

9.1	The formation, validity, performance and interpretation of this Agreement and the disputes resolution under this Agreement shall be governed by the PRC laws.

9.2

10.

CONFIDENTIALITY

11.

MISCELLANEOUS

11.1	The headings contained in this Agreement are for the convenience of reference only and shall not be used to interpret, explain or otherwise affect the meaning of the provisions of this Agreement.

11.2	The Parties agree to promptly execute any document and take any other action reasonably necessary or advisable to perform provisions and purpose of this Agreement.

11.3

11.4	The Parties may amend and supplement this Agreement in writing. Any amendment and/or supplement to this Agreement by the Parties is an integral part of and has the same effect with this Agreement

11.5	This Agreement shall be binding upon and for the benefit of all the Parties hereto and their respective inheritors, successors and the permitted assigns.

11.6	Any Party’s failure to exercise the rights under this Agreement in time shall not be deemed as its waiver of such rights and would not affect its future exercise of such rights.

11.7

11.8	Unless with prior written consent from Party A, none of Party B or Party C may assign any of its rights and obligations under this Agreement to any third party.

11.9	This Agreement is made in five (5) originals with each Party holding one (1) original. Each original has the same effect.

(No text below)

IN WITNESS THEREOF, each Party has signed or caused its authorized representative to sign this Agreement as of the date first written above.


Party A: Beijing Jingdong Century Trade Co., Ltd.

/s/ Beijing Jingdong Century Trade Co., Ltd.
(Seal of Beijing Jingdong Century Trade Co., Ltd.)

Party B:

Richard Qiangdong Liu

By:		/s/ Richard Qiangdong Liu

Pang Zhang

By:		/s/ Pang Zhang

Yayun Li

By:		/s/ Yayun Li

Party C: Beijing Jingdong 360 Degree E-Commerce Co., Ltd.

/s/ Beijing Jingdong 360 Degree E-Commerce Co., Ltd.
(Seal of Beijing Jingdong 360 Degree E-Commerce Co., Ltd.)

(Signature Page)

Exhibit 4.19

Exclusive Business Cooperation Agreement

This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on January 25, 2021 in Beijing, the People’s Republic of China (“China” or the “PRC”).


Party A:		Xi’an Jingxundi Supply Chain Technology Co., Ltd.

Address:		Building 5, SkyCity Central Square, East Chang’An Street No.666, National Civil Space Industrial Base, Xi’an, Shaanxi, China

Party B:		Xi’an Jingdong Xincheng Information Technology Co., Ltd.

Address:		Building 5, SkyCity Central Square, East Chang’An Street No.666, Aerospace Base, Xi’an, Shaanxi, China

Each of Party A and Party B shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively.

Whereas:

Party A is a wholly foreign-owned enterprise registered in China and has the necessary resources to provide technical and consulting services. Party A is a company wholly and directly held by JD Logistics Holding Limited (a company registered under the laws of Hong Kong) (the “Hong Kong Company”), and the Hong Kong Company is wholly and directly held by JD Logistics, Inc. (a company registered under the laws of the Cayman Islands) (the “Cayman Company”);

Party B is a limited liability company established in China, whose principal business is technical development of information technology, technical services, technology transfer, technology and information consultation; software services, software development; software design; enterprises management consultation; sale of hardware products, electronics (excluding prohibited or restricted), groceries, packaging materials, clothes, shoes and hats; the businesses conducted by Party B currently and any time during the term of this Agreement are collectively referred to as the “Principal Business”;

Party A agrees to use its advantage of technology, personnel and information to provide relevant exclusive technical services, technical consultation and other services (for the specific scope refers to the following clauses) for party B during the term of this Agreement, and Party B agrees to accept the services provided by Party A or Party A’s designated party’ (the designated party shall be the Cayman Company or a subsidiary directly or indirectly controlled by the Cayman Company, or other entity approved by all the directors of the Cayman Company, hereinafter referred as to the “Designated Party”) under this Agreement; and

4.	Party A and Party B desire to execute this Agreement with respect to the business cooperation between Party A and Party B.

Now, therefore, through mutual negotiation, the Parties have reached the following agreements:

1.	Services Provided by Party A

1.1

Party B hereby appoints Party A as Party B’s exclusive service provider to provide Party B with complete business support, technology support and consulting services during the term of this Agreement, in accordance with the terms and conditions of this Agreement. Such services may include all or part of services within the scope of the Principal Business of Party B as may be determined from time to time by Party A, including, but not limited to the following: technical service, network support, business consulting, intellectual property license, equipment leasing, marketing consultation, system integration, product research and development and system maintenance, management and consulting services related to Party B’s business operation and, from time to time, provide other consultations and services(the “Services”) related to the foregoing services and according to Party B’s requests, given that such requests are permitted under the PRC laws.

1.2

Party B agrees to accept all the consulting and Services provided by Party A. Party B further agrees that unless with Party A’s prior written consent, during the term of this Agreement, Party B shall not and shall cause its subsidiary not to accept any consulting and/or services provided by any third party and shall not establish similar cooperation relationships with any third party regarding to the abovementioned matters. Party A may designate the Designated Parties, who may enter into certain agreements described in Section 1.4 with Party B, to provide Party B with the consulting and/or services under this Agreement.

1.3

In order to ensure Party B meets the cash flow requirement for its daily operations and/or to compensate any losses arising from the daily operation, regardless of whether Party B actually suffers from operational losses, Party A can independently decide to provide financial support to Party B (given that it is permitted by the PRC laws). Party A can provide financial support for Party B through entrusted loan to the extent permitted by the PRC laws (as defined below), for which the Parties shall sign a separate entrusted loan contract.

1.4

Service Providing Methodology

(1)

Party A and Party B agree that, during the term of this Agreement, the Parties may enter into further technology and consulting service agreements directly or through their respective affiliates with corresponding service ability and resources for the purpose that Party A can provides service to Party B, and reach an agreement on the contents, methods, personnel and fees of the specified services.

(2)

To fulfill this Agreement, the Parties agree that both Party A and Party B can enter into license agreements on intellectual property rights (including but not limited to: software, trademark, patents and technical secrets) directly or through their respective affiliates during the term of this Agreement. Such license agreements shall allow Party B to use the relevant intellectual property rights of Party A at any time according to the business needs of Party B.

(3)

To fulfill this Agreement, the Parties agree that both Party A and Party B can enter into equipment or plant leasing agreements directly or through their respective affiliates during the term of this Agreement. Such equipment or plant leasing agreements shall allow Party B to use the relevant equipment or plant of Party A at any time according to Party B’s business needs.

(4)

To fulfill this Agreement, the Parties agree that both Party A and Party B can enter into other agreements such that Party A can provide other services to Party B directly or through their respective affiliates during the term of this Agreement.

(5)

Party A can independently decide to subcontract the services to be provided to Party B in part or full herein to a third party with the corresponding business capacity and resources.

1.5

For the purpose of providing services in accordance to this Agreement, the Parties shall promptly communicate with each other with regards to relevant information about business and/or other information about customers.

The service provided by Party A herein shall be exclusive. Party B may continue to implement existing service contracts with third parties that involve identical or similar services provided by Party A with the written consent of Party A; if Party A does not approve the existing service contracts with third parties, Party B shall immediately terminate this Agreement with the third party and also undertake any expenses and responsibilities for terminating this Agreement. Other contracts that Party B is implementing or other legal documents defining Party B’s obligations shall still be implemented by Party B. Without Party A’s prior written consent, Party B shall not change, revise or terminate such contracts or legal documents.

1.6

In order to specify the Parties’ rights and obligations and ensure that the foregoing service provisions are actually implemented, the Parties agree as follows, provided that they are permitted under the PRC laws:

(1)

Party B shall carry out its business in accordance with the opinions and suggestions provided by Party A under Article 1.1 herein.

(2)

Except for the original directors and supervisors of Party B accepted by Party A, Party B will appoint the nominee recommended by Party A as Party B’s director through the appointment procedures of the PRC laws (including any laws, regulations, rules, notices, interpretations or other documents with binding force issued by the central government, local legislative, administrative or judicial departments before and after the signing of this Agreement, hereinafter referred to as the “PRC laws”) and, to the extent permitted by the PRC laws, will appoint the senior manager recommended and employed by Party A as Party B’s general manager, chief financial officer and other senior management personnel that are in charge of monitoring Party B’s company business and operation. Except for retirement, resignation, disqualification or death, Party B shall not dismiss the company’s director recommended by Party A under any circumstances without the prior written consent of Party A.

(3)

Party B agrees to cause Party B’s director and senior manager exercise the powers that they have under the laws, regulations and articles of association based on Party A’s instruction.

(4)

Party A may determine and adjust Party B’s organization structure, and manage human resources of Party B.

(5)

Party A is entitled to conduct business activities related to the Services on behalf of Party B. Party B shall provide all necessary support and convenience for Party A to conduct such business activities smoothly, including without limitation, issuing all necessary power of attorney for the provision of services.

(6)

To the extent permitted by the PRC laws, Party A is entitled to check Party B’s accounts periodically and at any time, and Party B shall keep its accounts accurately and in due course, and provide the accounts to Party A upon its request. Party B agrees to coordinate with Party A and Party A’s shareholders (direct or indirect) over auditing (including but not limited to connected transaction auditing and other various auditing contents) and provide related information about Party B’s operation, business, customers, finance and staffs to Party A, Party A’s shareholders (direct or indirect) and/or auditor engaged by Party A during the term of this agreement, and also agree that Party A’s shareholders can disclose such information to satisfy the requirements of the securities regulation.

(7)

Party B agrees to deliver the relevant certificates and seals which are important to Party B’s daily operation, including Party B’s business license, organizational code certificate (if any), official seal, contract seal, special seal for finance and legal representative’s seal, to Party B’s director, legal representative, general manager, chief financial officer and other senior management personnel recommended by Party A and appointed by Party B according to legal procedures for custody.

1.7

The Parties agree that the Services provided by Party A to Party B under this Agreement shall also apply to the subsidiaries of Party B, and Party B shall cause its subsidiaries to exercise rights and fulfill obligations hereunder.

2.	Calculation of Service Fee, Payment Mode, Financial Statements, Auditing and Taxation

2.1

With regard to the Services provided by Party A according to this Agreement and to the extent permitted by the PRC laws, Party B and Party B’s subsidiary shall pay to Party A service fees (hereinafter referred to as “service fees”) equivalent to the net profit of Party B and Party B’s subsidiary after deducting the annual loss of the year before (if necessary), deducting the necessary costs, expenses and taxes within the corresponding fiscal year and withdrawing the statutory reserve fund, retained fund, staff award fund, welfare fund, enterprise development fund according to the law during the term of this Agreement; Party A is entitled to determine the foregoing deduction items. The amount of such service fees shall be determined by Party A. The calculation and adjustment of the service fees shall take into consideration the following factors without limitation, and Party A is entitled to independently decide to adjust the service fees without obtaining Party B’s consent: (a) the difficulty in technologies provided by Party A and the complexity of technological consulting and other services provided by Party A; (b) the time required by Party A’s technical staffs to provide such software development, technological consulting and other services; (c) specific content and commercial value of software development, technological consulting and other services provided by Party A; (d) market price of the services of the same type. The above services fee shall be remitted to the bank account of Party A or the Designated Party by wire transfer or other manners agreed by the Parties after Party A has issued the payment instruction, and Party A may change the payment instructions from time to time. The Parties agree that the payment of the above service fees shall not cause any Party to have difficulties in its operation each year. For the purposes above, and to the extent of achieving the above principles, Party A is entitled to agree on Party B’s delay of the service fees’ payment to avoid any financial difficulties; and Party A is also entitled to make any other adjustments of the service fees as deemed reasonable by itself, but Party A shall send a written notice to Party B in advance.

2.2

Party A agrees that Party A will enjoy and undertake all economic interests and risks arising from Party B’s business during the term hereof; When Party B suffers from operating loss or faces serious management difficulties, Party A shall provide financial support; in case of the occurrence of foregoing situation, Party A is entitled to decide whether Party B will continue its business operation and Party B shall accept Party A’s decision unconditionally.

2.3

Party B shall prepare financial statements required by Party A in accordance with the requirements of applicable laws, generally acknowledged accounting standards and business practice.

2.4

After notified by Party A in advance, Party A and/or Party A’s designated auditor is entitled to review Party B’s relevant account books and record and copy necessary partial book accounts and records in the main office location of Party B so as to verify the accuracy in Party B’s income and statements. Party B shall provide related information about Party B’s operation, business, customers, finance and staffs according to Party A’s requirements, and agree that Party A or Party A’s direct or indirect shareholder can disclose or make such information publicly if necessary.

2.5

The tax arising from the execution of this Agreement shall be undertaken respectively by each party.

3.	Intellectual Property Right, Confidentiality and Prohibited Competition

3.1

Party A shall have exclusive and proprietary ownership, rights and interests in any and all intellectual properties arising out of or created during the performance of this Agreement, including but not limited to software, trademarks, patents, technical secrets, trade secrets and others, and shall be entitled to use these rights for free.

3.2

To fulfill this Agreement, Party A and Party B agree that the Parties may execute intellectual property license agreements during the term of this Agreement, which shall permit Party B to use Party A’s relevant intellectual property rights for free within Party B’s business requirements, or Party A agrees to transfer part of Party A’s intellectual property rights to Party B or register such intellectual property rights in Party B’s name if necessary. However, Party B shall transfer the foregoing intellectual property rights registered under Party B to Party A at no consideration or at the lowest price permitted by law upon Party A’s request. Party B shall execute all appropriate documents, take all appropriate actions, submit all filings and/or applications, render all appropriate assistance and otherwise conduct whatever is necessary as deemed by Party A at its sole discretion for the purposes of vesting any ownership, right or interest of any such intellectual property rights in Party A, and/or perfecting the protections for any such intellectual property rights in Party A. Party A is entitled to use any intellectual property registered under Party B for free.

3.3

Unless otherwise permitted by Party A, Party A shall have exclusive and proprietary ownership in any rights, ownership, interests and intellectual property rights generated or created by Party B and Party B’s subsidiary during the term of this Agreement, including without limitation, existing and future total copyrights, patents (including invention patents, utility model patents and appearance design patents), patent applications, trademarks, trade names, brands, software, technical secrets, commercial secrets, relevant reputations, domain names and other any similar rights (herein after referred to as “the rights”), whether or not developed by Party A or Party B. Party B shall not claim any of the rights from Party A. Party B shall sign all documents and take all actions for Party A to become the owner of the rights. Party B shall guarantee that there is no defects of right for the rights and will compensate any losses to Party A for any defects of rights.

3.4

Without Party A’s prior written consent, Party B shall not and shall cause its subsidiaries not to transfer, sell, mortgage, permit or dispose of the rights in other ways.

3.5

Party B shall manage the rights according to Party A’s instruction from time to time, including without limitation, the transferring or authorizing of the rights to Party A or a party designated by Party A to the extent permitted by the PRC laws.

3.6

The Parties admit that any oral or written information exchanged between the Parties in connection with this Agreement are regarded as confidential information. Each party shall maintain confidentiality of all such confidential information, and without written consent of other parties, any Party shall not disclose any relevant confidential information to any third party, except for information that are: (a) known to the public (not disclosed to the public by the Party receiving the information); (b) disclosed according to the requirements of applicable laws or any stock exchange; or (c) required to be disclosed by any Party to its legal or financial consultant to fulfill transactions contemplated hereunder, provided that such legal or financial consultant is also bound by confidentiality obligations similar to those set forth in this article. Disclosure of any confidential information by the employees or institutions employed by any Party shall be deemed as disclosure of such confidential information by such Party, and such Party shall be held liable for breach of this Agreement. This article shall survive the termination of this Agreement, notwithstanding the reason for the termination.

3.7

Party B shall not sign any documents or make relevant commitments that conflict with the legal documents, such as agreements in the process of implementation signed by Party A and its Designated Party; Party B shall not cause conflict of interests between Party B, Party A and Party A’s shareholder through action or omission. In case of such conflict of interest (Party A is entitled to decide whether such conflict of interest exists), Party B shall immediately take measures to eliminate it as much as possible, subject to the approval by Party A or Party A’s Designated Party. In case that any measures to eliminate the conflict of interest are rejected, Party A is entitled to execute the purchase right in the “Exclusive Option Agreement”.

3.8

Within the term of this Agreement, all customer information relating to Party B’s business and the Services provided by Party A and other related documents shall be possessed by Party A.

3.9

The Parties hereby agree that Article 3 shall survive the modification, cancellation or termination of this Agreement.

4.	Representations, Warranties and Covenants

4.1

Party A hereby represents, warrants and covenants as follows:

(1)

Party A is a wholly foreign owned company legally registered and validly existing in accordance with the PRC laws, is an independent legal person, possesses complete and independent legal status and capacity, has obtained appropriate authorization to sign, deliver and execute this Agreement, and can serve as the subject of litigation independently.

(2)

Party A signs and executes this Agreement in accordance with its legal person qualification and within its business scope, with necessary permits, records and qualifications to provide the services hereof. Party A has taken necessary corporate action, obtained appropriate authorization and also the permission and approval of third party and governmental institutions to fulfill the transactions contemplated hereunder, and will not violate laws or restrictions applicable to Party A.

(3)

After the execution and delivery of this Agreement, this Agreement will constitute Party A’s legal, valid and binding obligations, and shall be enforceable against it in accordance with its terms.

4.2

Party B hereby represents, warrants and covenants as follows:

(1)

Party B is a company legally registered and validly existing in accordance with the PRC laws, is an independent legal person, has complete and independent legal status and capacity, has obtained appropriate authorization to sign, deliver and execute this Agreement, and can serve as the subject of litigation independently.

(2)

Party B’s acceptance of the services provided by Party A does not violate any the PRC laws; Party B signs and executes this Agreement in accordance with its legal person qualification and within its business scope; Party B has taken necessary corporate action, obtained appropriate authorization and also the permission and approval of third party and governmental institutions to fulfill the transactions contemplated hereunder, and will not violate laws or restrictions applicable to Party B.

(3)

After the execution and delivery of this Agreement, this Agreement will constitute Party B’s legal, valid and binding obligations, and shall be enforceable against it in accordance with its terms.

(4)

There are no existing or threatened litigation, arbitration or other judicial or administrative procedures known to Party B that may affect Party B’s ability to perform the obligations herein. In case of any litigation, arbitration or other judicial or administrative penalty occurring or possibly occurring to Party B’s assets, businesses or income, Party B shall instantly notify Party A after learning of the fact.

(5)

Party B has already disclosed all contracts, government approvals and licenses that may have significant adverse effect on Party B’s ability to fully fulfill the obligations herein or documents binding Party B’s assets or businesses. There is no misrepresentation or omission of any major facts in documents provided by Party B to Party A previously.

(6)

Party B shall pay service fees to Party A in full according to the clauses herein and maintain the continuous validity of related licenses and qualifications of business of Party B and Party B’s subsidiaries, and assist Party A, provide sufficient cooperation with Party A, actively cooperate over the services provided by Party A in all affairs for Party A to effectively execute the responsibilities and obligations herein, and also accept reasonable comments and suggestions from Party A relating to the businesses of Party B and Party B’s subsidiaries.

(7)

Without Party A’s prior written consent, beginning from the signing date of this Agreement, Party B shall not and shall cause Party B’s subsidiary not to sell, transfer, mortgage or dispose in through other ways any assets (except for assets of less than RMB1,000,000 (or any other amount separately agreed by the Parties) necessary for normal business operation), business, right of management and legitimate rights and interests.

(8)

Without Party A’s prior written consent, Party B shall not pay any expenses to any third party for any reason except for reasonable expenditures in the course of normal business operation, and shall not exempt any third party’s debts or borrow or lend loan to any third party, or provide guarantee or warranty, or allow any third party to place other security interests on Party B’s assets or interests.

(9)

Without Party A’s prior written consent, beginning from the signing date of this Agreement, Party B shall not and shall cause Party B’s subsidiary not to incur, inherit, guarantee or tolerate any debts (except debt of less than RMB1,000,000 (or any other amount separately agreed by the Parties) necessary for normal business operation).

(10)

Without Party A’s prior written consent, beginning from the signing date of this Agreement, Party B shall not and shall cause Party B’s subsidiary not to sign any major contracts (except the contract of less than RMB1,000,000 (or any other amount separately agreed by the Parties) necessary for normal business operation) or sign any other contracts, agreements or arrangements conflicting with this Agreement or possibly damaging Party A’s rights and interests herein.

(11)

Party B shall not cause conflict of interest between Party B and Party A and its shareholders in the manner of act or omission. In the event of such conflict of interest (Party A is entitled to decide whether such conflict of interest arises unilaterally), Party B shall take measures to eliminate as soon as possible with the consent of Party A or its Designated Party.

(12)

Without Party A’s prior written consent, Party B shall not and shall cause Party B’s subsidiary not to be merged into or constitute a joint entity with any third party, invest in or purchase any third party or be invested in, purchased or controlled, increase or decrease the registered capital, change the corporation form or registered capital structure in other ways or accept the investment and capital increase of existing shareholders or third party in Party B, or liquidate and dissolve beginning from the signing date herein.

(13)

To the extent permitted by relevant the PRC laws, Party B will appoint candidates recommended by Party A as Party B’s director; Except for written permission from Party A or with legal reasons, Party B shall not refuse to appoint the candidate recommended by Party A by any reasons.

(14)

Party B shall hold any and all governmental licenses, certificates, authorizations and approvals necessary for operating business during the term of this Agreement, and also shall ensure all foregoing governmental licenses, certificates, authorizations and approvals are effective and legal during the entire term of this Agreement. In case of alteration and/or increase of governmental licenses, certificates, authorizations and approvals for Party B to operate business during the term of this Agreement due to changes of provisions of relevant government authorities, Party B shall implement the alteration and/or supplementation according to the requirements of related local laws.

(15)

Immediately notify Party A of occurrence or possible occurrence of situations that may have material adverse effect on Party B’s business and operation, and put forth its best effort to prevent such situation from occurring and/or prevent losses from increasing.

(16)

Without Party A’s prior written consent, Party B and /or Party B’s subsidiary shall not modify articles of association, change principal business, change business scope, model, profit model, marketing strategies, business principles or make material adjustments in customer relations.

(17)

Without Party A’s prior written consent, Party B and /or Party B’s subsidiary shall not have any arrangement of entering into any partnership or joint venture or profit sharing with any third party, or other arrangements, such as payment of usage fees, service fees or consulting fees, to transfer benefits or share profits.

(18)

Upon Party A’s request, Party B shall provide information about Party B’s operation management and financial condition to Party A from time to time.

(19)

Without Party A’s prior written consent, Party B shall not disclose or distribute profits, dividends or any other interests to other shareholders.

(20)

Provide Party A any technologies or other information that is necessary or useful for Party A to provide services contemplated herein, and permit Party A to use relevant equipment, materials, information of Party B deemed necessary or useful in providing services hereunder.

(21)

Without Party A’s prior written consent, Party B shall not alter, change or dismiss Party B’s director and senior manager.

4.3

The Parties represents to each other: In the event that the PRC laws allows Party A to directly hold Party B’s equities and permits Party A and/or Party A’s subsidiaries (if any) to be engaged in Party B’s business, and if Party A intends to directly hold Party B’s equities, the Parties will terminate this Agreement immediately.

5.	Validation and Effective Term

This Agreement shall take effect as of the signing date. Unless this Agreement is terminated according to Article 6.1 herein, the Agreement shall remain effective permanently.

6.	Termination

6.1

Unless otherwise renewed according to relevant sections hereunder, this Agreement shall be terminated on the expiration date.

6.2

This Agreement shall be terminated:

(a)

On the effective date of Party B’s bankruptcy, liquidation, termination or dissolution in accordance with the law prior to the expiration date of this Agreement;

(b)

On the effective date of the transfer of Party B’s equities and assets to Party A pursuant to the “Exclusive Option Agreement” (as amended from time to time) signed by the Parties and Party B’s existing shareholder on the date hereof;

(c)

On the date when Party A is officially registered as Party B’s sole shareholder after Party A is permitted to directly hold Party B’s equities under the PRC laws and Party A and/or Party A’s subsidiaries and branches can legally engage in Party B’s business;

(d)

On the expiration date of the written notification of terminating this Agreement sent by Party A to Party B 30 days in advance at any time within the effective term of this Agreement;

(e)

Terminated in advance in accordance with the provisions of Article 7 herein.

6.3

Party B shall not terminate this Agreement during the term of this Agreement. Party A shall not undertake the responsibility for breach of this Agreement if it terminates this Agreement unilaterally in accordance with Article 6.2(d).

6.4

The rights and obligations of Article 3,5,7,8,10,11 and 16.3 shall survive the termination of this Agreement.

6.5

Each Party’s payment obligations (including but not limited to the service fees) herein due on the termination date of this Agreement or before the expiry date of this Agreement will not be exempted and any liability for breach of the contract before the termination of this Agreement will also not be exempted when this Agreement is terminated in advance or expired for any reason. All payable service fees before the termination and expiry of this Agreement shall be paid to Party A within 15 working days as of the termination date of this Agreement.

7.	Liability for Breach of this Agreement

7.1

Unless otherwise specified in other articles herein, if Party B(the “Defaulting Party”) fails to fulfill certain obligations herein or violates this Agreement in other ways, Party A (the “Damaged Party”) may: (a) notify the Defaulting Party of the nature and scope of the violation in writing and ask the Defaulting Party to remediate at its own expense within a reasonable period of time (hereinafter referred to as “Remediation Period”); and if the Defaulting Party fails to take remedial measures during the Remediation Period, the Damaged Party is entitled to ask the Defaulting Party to undertake all responsibilities for its violation and also compensate all actual economic losses due to the Damaged Party, including without limitation, the legal fees incurred in litigation and arbitration proceedings relating to the violation. The Damaged Party is also entitled to ask the Defaulting Party to perform its contractual obligations and petition the court or the relevant arbitration institution to issue an order of specific performance or compulsory performance by the Defaulting Party; (b) terminate this Agreement and ask the Defaulting Party to undertake all responsibilities for its violation and also compensate all damages; or (c) place the pledged equity on discount, auction or selling according to the Equity Interest Pledge Agreement signed on the date hereof by and among the Parties and Party B’s existing shareholders, be entitled to compensation priority in the amount of discount, auction and selling, and ask the Defaulting Party to undertake all losses hereof. While exercising the foregoing remedial right, the Damaged Party is entitled to other remedial rights regulated herein and under the relevant laws and regulations.

7.2

The Parties hereby agree and confirm that, unless otherwise compulsorily provided by the PRC laws, if Party B is the Defaulting Party, the Damaged Party is entitled to terminate this Agreement unilaterally and ask the Defaulting Party to compensate the losses.

8.	Governing Laws, Dispute Resolution and Modification of Law

8.1

The signing, validation, interpretation, implementation, revision and termination of this Agreement and settlement of disputes herein shall be governed by the PRC laws.

8.2

Any disputes arising from the interpretation and implementation of this agreement shall be firstly solved through the Parties’ friendly negotiations. In case that the consensus on settlement of such disputes is not reached within 30 days after any Party asks the other party to reach solution through friendly negotiations, any Party can submit the disputes to Beijing Arbitration Commission, which gives verdict according to the prevailing arbitration rule at that time. The arbitration shall take place in Beijing and language for arbitration shall be Chinese. The arbitration award is final and binding on each party. The arbitral tribunal can order Party B to compensate the losses of Party A with Party B’s equity interests, assets or property rights and interests, reach judgment of mandatory relief through mandatory transfer of related business or assets or order Party B to declare bankruptcy. After the arbitration award becomes effective, any Party is entitled to petition the relevant court to execute the arbitration award. If necessary, the arbitral institution is entitled to order the Defaulting Party to cease the breach of this Agreement or refrain from actions that would increase the losses to Party A before making final verdict for the disputes of all parties. The courts in Hong Kong, Cayman Islands, China or other places with right of jurisdiction (including the court in the place of Party B, or the court in the place of main asset of Party A or Party B shall be deemed as the court with right of jurisdiction) similarly are entitled to confer or execute the verdict of the arbitral tribunal and is also entitled to make judgment or execute temporary relief for Party B’s equity or property interests, and give verdict or judgment of providing certain temporary relief for the party instigating the arbitration before the establishment of arbitral tribunal or in other appropriate circumstances, such as reaching verdict or judgment of ordering the Defaulting Party to cease the breaching of this Agreement or not to cause additional losses to Party A.

8.3

In the arbitration for any disputes arising from the interpretation and implementation of this Agreement, the Parties herein shall continue executing other rights and obligations herein respectively except the matters herein in dispute.

8.4

Due to the issuing or alteration of any the PRC laws, rules or regulations or due to the change in interpretation or application of such laws, rules or regulations any time after the signing date, the following agreement shall be applicable: to the extent permitted by the PRC laws, (a) if the alteration of laws or newly issued regulations are more preferential for a Party compared to the relevant laws, decrees, orders or regulations that were in effect on the signing date hereof, each Party shall actively and immediately apply for obtaining the benefits brought by the modification or new regulations and put forth their best effort to obtain the approval for the application; or (b) in case that any Party’s economic benefit is directly or indirectly adversely influenced due to the alteration of foregoing laws or newly issued regulations, this Agreement shall be continuously executed as scheduled. All parties shall obtain the exemption from the altered or new regulations through legal means. If the negative effect on the economic benefit of any Party cannot be resolved under this Agreement, all Parties shall immediately negotiate and make all necessary alterations to this Agreement after receiving the notification of the affected Party to safeguard the economic benefit of the affected Party.

9.	Force Majeure

9.1

“Force majeure” refers to events that cannot be foreseen, avoided and overcome so that the this Agreement cannot be executed in part or full. Such events include but are limited to earthquake, typhoon, flood, water disaster, war, strike, turmoil, governmental behavior, changes to legal regulations or their application.

9.2

In case of the occurrence of a force majeure event, a Party’s obligation that is being affected by force majeure shall be automatically suspended during the delay caused by force majeure, and the party’s period of implementation of this Agreement shall be automatically prolonged. The prolonged period is the period of the suspension, and the party shall not undertake responsibility and suffer from punishment for it. In case of force majeure, all parties shall instantly negotiate with each other to seek a fair solution and try to minimize effect of force majeure by exerting all reasonable efforts.

10.	Compensations

With regard to any litigation and claim for compensation directed at Party A or any losses, damages, responsibilities or expenses incurred arising from the consultation and services provided by Party A pursuant to Party B’s requests, Party B shall compensate Party A so that Party A is free of damages unless such losses, damages, responsibilities or expenses are incurred due to party A’s grievous fault or intentional misconduct.

11.	Notices

11.1

All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such parties set forth in Exhibit I. The date on which such notices shall be deemed to have been effectively given shall be determined as follows:

(1)

Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively delivered on the date of receipt or refusal at the address specified for notices.

(2)

Notices given by facsimile transmission shall be deemed effectively delivered on the date of successful transmission (subject to transmission confirmation information automatically generated).

11.2

Any party can change the receiving address or fax number when notifying other parties in accordance with the article herein.

12.	Transfer

12.1

Without prior written consent of Party A, Party B shall not transfer the rights and obligations herein to any third party.

12.2

Party B agrees that Party A can notify Party B of transferring the rights and obligations herein to any third party in writing in advance without soliciting Party B’s consent.

13.	Severability

In case that one or several of the terms of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any respect. All parties shall strive for replacing such invalid, illegal or unenforceable terms with effective ones to the extent permitted by law and in accordance with the expectations of each party through friendly negotiation, and the economic effect of such effective terms shall be as close as possible to the that of those invalid, illegal or unenforceable terms.

14.	Revision and Supplementation

14.1

Any revision and supplementation of this Agreement shall be made in writing. Any revision and supplementary agreement signed by the Parties relating to this Agreement shall be the inalienable part of this Agreement, having the same legal effect.

14.2

If revision of this Agreement is proposed by the Stock Exchange of Hong Kong Limited or other regulatory institutions, or is required according to securities listing regulations of the Stock Exchange of Hong Kong Limited or related regulations, rules and guiding requirements, this Agreement shall be revised by the Parties reasonably.

15.

Text

This Agreement has two copies with one held by each Party, having the same legal effect.

16.	Miscellaneous

16.1

Except for the amendments, supplements or changes in writing executed after the execution of this Agreement, this Agreement shall constitute the entire agreement reached by and among the Parties hereto with respect to the subject matter hereof, and shall supersede all prior oral and written consultations, representations and contracts reached with respect to the subject matter of this Agreement.

16.2

This Agreement shall have binding force on successors of the Parties and their respective transferees who are approved by the Parties.

16.3

Any Party may waive the rights of this Agreement, provided that such a waiver must be provided in writing and shall require the signatures of the Parties. No waiver by any Party in certain circumstances with respect to a breach by other Parties shall operate as a waiver by such a Party with respect to any similar breach in other circumstances.

16.4

The titles of this Agreement are for convenience in reading only, and shall not be used to interpret, explain or influence the meanings regulated herein.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

(This page is intentionally left blank and is the signing page of this Exclusive Business Cooperation Agreement)

IN WITNESS WHEREOF, the Parties have executed this Exclusive Business Cooperation Agreement as of the date and at the address first above written.

Xi’an Jingxundi Supply Chain Technology Co., Ltd.

/s/ Xi’an Jingxundi Supply Chain Technology Co., Ltd.

(Seal of Xi’an Jingxundi Supply Chain Technology Co., Ltd.)

(This page is intentionally left blank and is the signing page of this Exclusive Business Cooperation Agreement)

IN WITNESS WHEREOF, the Parties have executed this Exclusive Business Cooperation Agreement as of the date and at the address first above written.


Xi’an Jingdong Xincheng Information Technology Co., Ltd.

/s/ Xi’an Jingdong Xincheng Information Technology Co., Ltd.
(Seal of Xi’an Jingdong Xincheng Information Technology Co., Ltd.)

Exhibit I

For the purpose of notification, the Parties’ specific address is as below:

Party A: Xi’an Jingxundi Supply Chain Technology Co., Ltd.

Address: ***

Receipt: ***

Party B: Xi’an Jingdong Xincheng Information Technology Co., Ltd.

Address: ***

Receipt: ***

Schedule A

The following schedule sets forth information about the exclusive business cooperation agreements substantially in form as this exhibit that the Registrant entered into with certain other Chinese variable interest entities. Other than the information set forth below, there is no material difference between such other agreements and this exhibit.


VIE	Executing Parties	Execution Date
Suqian Jingdong Tianning Jiankang Technology Co., Ltd.	Party A: Beijing Jingdong Jiankang Co., Ltd. Party B: Suqian Jingdong Tianning Jiankang Technology Co., Ltd.	September 17, 2020

Guangdong Jingxi Logistics Technology Co., Ltd.	Party A: Jingdong Logistics Supply Chain Co., Ltd. Party B: Guangdong Jingxi Logistics Technology Co., Ltd.	January 25, 2021

Exhibit 4.20

Exclusive Option Agreement

This Exclusive Option Agreement (this “Agreement”) is executed by and among the following Parties on January 25, 2021 in Beijing, the People’s Republic of China (the “PRC”):


Party A:		Xi’an Jingxundi Supply Chain Technology Co., Ltd., a limited liability company, organized and existing under the laws of the PRC, with its address at Building 5, SkyCity Central Square, East Chang’An Street No.666, National Civil Space Industrial Base, Xi’an, Shaanxi, China.

Party B:		Richard Qiangdong Liu, Chinese Identification No. ***;
		Yayun Li, Chinese Identification No. ***;
		Pang Zhang, Chinese Identification No. ***.

Party C:		Xi’an Jingdong Xincheng Information Technology Co., Ltd., a limited liability company organized and existing under the laws of PRC, with its address at Building 5, SkyCity Central Square, East Chang’An Street No.666, Aerospace Base, Xi’an, Shaanxi, China

In this Agreement, each of Party A, Party B and Party C shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively.

Whereas:

1	Party B holds 100% of the equity interests of Party C collectively;

Party A is a company wholly and directly held by JD Logistics Holding Limited (a company registered under the laws of Hong Kong) (the “Hong Kong Company”), and the Hong Kong Company is wholly and directly held by JD Logistics, Inc. (a company registered under the laws of the Cayman Islands) (the “Cayman Company”);

3	Party B and Party C are respectively inclined to grant Party A (or the designated party by Party A) an irrevocable and exclusive option to purchase all or part of the equity interests and assets of Party C held by Party B;

4	Party A, Party B and Party C intend to execute this Agreement for the purpose that Party B and Party C grants Party A an exclusive option right.

Now therefore, through mutual discussion and negotiation, the Parties have reached the following agreements:

1.	Sale and Purchase of Equity Interest and Assets

1.1	Option Granted

Party B hereby severally, but not jointly agrees to grant Party A an irrevocable and exclusive right to purchase, or designate one or more persons (the “Designee”, shall be the Cayman Company or any subsidiaries directly or indirectly controlled by it) to purchase the equity interests in Party C that held by Party B, once or at multiple times at any time in part or in whole and at the price set forth in Article 1.3 hereof in accordance with the procedure promulgated by Party A in Party A’s sole and absolute discretion to the extent permitted by the PRC laws (including any laws, administrative regulations, rules, notifications, interpretations or other binding documents issued by any central or local legislative, executive or judicial authority before or after the signing of this Agreement, the “PRC laws”) within the term of this agreement (the “Equity Interest Purchase Right”). Party C hereby agrees the grant by Party B of the Equity Interest Purchase Right to Party A. Party C hereby agrees to grant Party A an irrevocable and exclusive right to purchase, or designate the Designee to purchase a portion or whole of the asset of Party C from Party C, once or at multiple times at any time, and at the price set forth in Article 1.3 hereof in accordance with the procedure promulgated by Party A in Party A’s sole and absolute discretion to the extent permitted by the PRC laws within the term of this agreement (the “Asset Purchase Right”, and together with the Equity Interest Purchase Right referred to as the “Purchase Right”). Party B hereby agrees the grant by Party C of the Asset Purchase Right to Party A. Except for Party A and the Designee, no other third party shall be entitled to the Purchase Right or other rights with respect to the equity interests held by Party B and assets of Party C. The term “person” as used herein shall refer to individuals, corporations, joint ventures, partnerships, enterprises, trusts or non-corporate organizations.

1.2	Steps for Exercise of the Purchase Right

The exercise of the Purchase Right by Party A shall subject to the provisions of the PRC laws. Party A may exercise the Purchase Right according to Article 1.1 by issuing a written notice to Party B and\or Party C (the “Equity Interest Purchase Notice” or the “Asset Purchase Notice”), specifying: (a) Party A’s decision to exercise the Purchase Right; (b) the equity interests to be purchased by Party A and\or the Designee from Party B (the “Purchased Interests”) and/or the asset to be purchased by Party A and\or the Designee from Party C (the “Purchased Asset”) ; and (c) the purchase date or transfer date of the Purchased Interests and/or the Purchased Asset. After receiving the Equity Interest Purchase Notice and/or the Asset Purchase Notice, Party B and/or Party C shall transfer the Purchased Interests and/or the Purchased Asset to Party A and/or the Designee according to the notice through the way specified in article 1.4 herein.

1.3	Purchase Price and Payment

The total purchase price (the “Purchase Price”) for the purchased interest and/or asset shall be the nominal price when Party A exercises the Purchase Right, however, if the relevant governmental department or the PRC laws require that the Purchase Price be different from the nominal price, then the Purchase Price shall be the lowest price meeting such requirements. Notwithstanding, to the extent permitted by the PRC laws, the Purchase Price Party A and/or the Designee paid to Party B and/or Party C shall be returned by Party B and/or Party C to Party A and/or the Designee (but the tax (if applicable) is withheld and deducted from the Purchase Price). After necessary tax is withheld and deducted for the Purchase Price in accordance with the PRC laws, the Purchase Price shall be paid to the designated account of Party B and/or Party C within 7(seven) days from the date when the Purchased Shares and/or the Purchased Asset is officially transferred to Party A and/or the Designee.

1.4	Transfer of the Purchased Interests and/or the Purchased Asset

For each exercise of the Purchase Right:

1.4.1

Party B shall cause Party C to promptly convene a shareholders’ meeting, at which a resolution shall be adopted approving Party B and/or Party C’s transfer of the Purchased Interests and/or the Purchased Asset;

1.4.2

Party B and/or Party C shall execute an equity interest transfer contract and/or an asset transfer contract, and any other documents with respect to each transfer with Party A and/or the Designee (if applicable) , in accordance with the provisions of this Agreement and the Equity Interest Purchase Notice and/or the Asset Purchase Notice;

1.4.3

The relevant Parties shall execute all other necessary contracts, agreements or documents (including but not limited to the Articles of Association, the joint venture Contract and its amendment of Party C), obtain all necessary internal approval and authorization, government approvals, licenses and permits (including but not limited to Party C’s business license) and take all necessary measures to transfer the valid ownership of the Purchased Interests and/or the Purchased Asset to Party A and/or the Designee, unencumbered by any security interests, and cause Party A and/or the Designee to become the registered owner(s) of the Purchased Interests (subject to the completion of corresponding industrial and commercial registration and the filing of the commercial department (if applicable))and/or the owner of the Purchased Asset. For the purpose of this Section and this Agreement, “security interests” shall include securities, mortgages, third party’s rights or interests, any stock options, acquisition rights, rights of first refusal, rights to offset, ownership retention or other security arrangements, but shall be deemed to exclude any security interest created by this Agreement, the Equity Interest Pledge Agreement or any other transaction documents (as defined in the Equity Interest Pledge Agreement). The “Equity Interest Pledge Agreement” as used in this Section and this Agreement shall refer to the Equity Interest Pledge Agreement (as amended from time to time) executed by and among Party A, Party B and Party C on the date hereof. Under the Equity Interest Pledge Agreement, Party B may, in order to guarantee party C to fulfill its obligations under the Exclusive Business Cooperation Agreement executed between party C and party A on the date hereof (as amended from time to time, the “Business Cooperation Agreement”), the Loan Agreement executed between Party A and Party B on the date hereof (as amended from time to time, the “Loan Agreement”), the Shareholder Voting Rights Entrustment Agreement executed among the Parties on the date hereof (as amended from time to time, the “Shareholder Voting Rights Entrustment Agreement”), the Power of Attorney(if any)(as amended from time to time, the “Power of Attorney”) issued by Party B according to the Shareholder Voting Rights Entrustment Agreement and this Agreement, respectively pledge to Party A the full equity interests of Party C it holds.

2.	Covenants

2.1	Covenants of Party C

Party C hereby covenants as follows:

2.1.1

Without the prior written consent of Party A, Party C shall not in any manner supplement, change or amend the articles of association and bylaws of Party C, increase or decrease its registered capital, change its structure of registered capital in other manners or take any other measures to separate, dissolve or change the forms of Party C;

2.1.2

Party C shall maintain its corporate existence in accordance with good financial and business standards and practices, operate its business and handle its affairs prudently and effectively, and shall fulfill the obligations stipulated under the Business Cooperation Agreement;

2.1.3

Without the prior written consent of Party A, Party C shall not change its main business, or conduct any business operation which may cause a substantial effect on its properties, assets, business, rights and operation;

2.1.4

Without the prior written consent of Party A, Party C shall not at any time from the date hereof, sell, transfer, mortgage or dispose of in any manner any material assets (tangible or intangible assets) of Party C or legal or beneficial interest in the material business or revenues of Party C of more than RMB1,000,000 (or any other amount separately agreed by the Parties), or allow the encumbrance thereon of any security interest;

2.1.5

Unless otherwise required by the PRC laws, Party C shall not be dissolved or liquated without prior written consent by Party A; After the liquidation described in Article 3.6, Party B shall pay any residual value to Party A in full or shall cause such payment to take place. Provided that such payment is forbidden according to the PRC laws, Party B will pay the income to Party A or the Designee of Party A to the extent permitted by the PRC laws.

2.1.6

Without the prior written consent of Party A, Party C shall not incur, inherit, guarantee or suffer the existence of any debt, except for (i) debt incurred in the ordinary course of business other than through loans; and (ii) debts have been disclosed to Party A for which Party A’s written consent has been obtained.

2.1.7

Party C shall always operate all of Party C’s businesses within the normal business scope to maintain the asset value of Party C and refrain from any action/omission that may affect Party C’s operating status and asset value; and the board of directors of Party A is entitled to supervise the asset of Party C and assess whether it has control over the above asset. If the board of directors of Party A believes that the business operation of Party C will affect the value of its asset or affect the board’s control over the asset of Party C, Party A will engage legal counsels or other professionals to deal with issues hereof;

2.1.8

Without the prior written consent of Party A, Party C shall not execute any major contract, except for the contracts in the ordinary course of business and the contracts signed between Party C and Party A’s foreign parent company or its subsidiaries directly or indirectly held by Party A’s foreign parent company (for the purpose of this subsection, a contract with a price exceeding RMB 1,000,000 (or any other amount separately agreed by the Parties) shall be deemed as a major contract);

2.1.9

Without the prior written consent of Party A, Party C shall not provide any person with any loan, financial support, or mortgage, pledge and any other form of security, or shall not allow any other third party to place any mortgage or pledge on Party C’s asset or equity interests;

2.1.10

Party C shall provide true and accurate materials and documents to Party A upon Party A’s request;

2.1.11

Party C shall provide all materials relating to its operation and financial status to Party A upon Party A’s request;

2.1.12

Without the prior written consent of Party A, Party C shall not amend or change any accounting policies adopted previously, or appoint or change its auditors;

2.1.13

Without the prior written consent of Party A, Party C shall not engage in any merge, partnership, joint venture or union with any party, or to acquire or invest in any party;

2.1.14

Without the prior written consent of Party A, Party C shall not conduct any reorgnization;

2.1.15

Party C shall promptly notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to Party C’s assets, business or revenue, and take all necessary measures as Party A may reasonably request;

2.1.16

To maintain the ownership by Party C of all of its assets, Party C shall execute all necessary or appropriate documents, take all necessary or appropriate actions, file all necessary or appropriate complaints, and raise necessary and appropriate defenses against all claims;

2.1.17

Without the prior written consent of Party A, Party C shall ensure that it shall not in any manner distribute dividends to its shareholders. Provided that upon Party A’s written request, Party C shall immediately distribute all distributable profits to its shareholders;

2.1.18

Without the prior written consent of Party A, Party C shall not directly or indirectly dispose or dilute its interests of its subsidiaries and branches.

2.1.19

At the request of Party A, Party C shall appoint any person designated by Party A as the director, supervisor and/or senior management of Party C, and/or remove the incumbent director, supervisor and/or senior management and perform all relevant resolutions and filing procedures; Party A shall be entitled to require Party B and Party C to replace the foregoing personnel;

2.1.20

Subject to other provisions of this Agreement (including but not limited to Articles 5.2 and Articles 12.1), if Party A fails to exercise the Purchase Right due to the Party C’s shareholders or Party C fails to fulfill the tax obligation under the applicable laws, Party A shall be entitled to request Party C or its shareholders to fulfill the tax obligation, or request Party C or its shareholders to pay the tax to Party A so that Party A can pay it on behalf of Part C or its shareholders;

2.1.21

As for the covenants applicable to Party C under Article 2.1 hereof, Party C shall cause its subsidiary companies to similarly obey the covenants under applicable situations as if the subsidiary companies are acting as Party C and bound by the corresponding articles herein.

2.2	Covenants of Party B

Party B hereby severally, not jointly and irrevocably covenants as follows:

2.2.1

Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose of in any other manner any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon, except for the pledge placed thereon in accordance with the Equity Interest Pledge Agreement or any other transaction documents (as defined in the Equity Interest Pledge Agreement); and Without the prior written consent of Party A, Party B shall cause the shareholders’ meeting and/or the directors (or the executive director) of Party C not to approve any sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, except for the pledge placed thereon in accordance with the Equity Interest Pledge Agreement or any other transaction documents(as defined in the Equity Interest Pledge Agreement);

2.2.2

Party B shall not engage in any business operations or take any other actions that may adversely affect Party C’s reputation;

2.2.3

Party B shall take reasonable measures to ensure Party C’s business licenses are legitimate, effective and renewed in according with the law;

2.2.4

The prior written consent of Party A is necessary with respect to any appointment of any Director, Supervisor, Legal Representative, and senior management personnel of Party C, and Party B shall execute all necessary or appropriate documents and take all reasonable measures to appoint any aforementioned persons designated by Party A;

2.2.5

As shareholders of Party C, Party B shall not injure any of the interests of Party C by abusing the shareholder’s rights; Party A shall be entitled to exercise the Purchase Right under the Exclusive Option Agreement in the case of Party B’s abusing;

2.2.6

Party B shall not request Party C to distribute dividends or profits in other forms with respect to the Party C’s equity held by Party B, or shall not submit relevant resolution matters to the Board of Directors. In any event that Party B receives any revenue, profit distribution or dividend of Party C, Party B shall forfeit such revenues, profits distribution and dividends, and promptly transfer or pay the foregoing revenues, profit distribution, dividend to Party A or the Designee to the extent permitted by the PRC laws;

2.2.7

Party B shall cause the shareholders’ meeting and/or the directors (or the executive director) of Party C not to approve any sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interests in Party C held by Party B without the prior written consent of Party A, or set the encumbrance thereon of any security interests, except for the pledge placed hereon according to the Equity Interest Pledge Agreement;

2.2.8

Party B shall cause the shareholders’ meeting and/or the board of directors (or the executive director) of Party C not to approve the merge, partnership, joint venture or union with any person, or the acquisition of or investment in any person, or Party C’s splitting, modification of the Article of Association of Party C or its joint venture contract, or the change of registered capital or the form of Party C without the prior written consent of Party A;

2.2.9

Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the equity interests in Party C held by Party B, and take any and all necessary measure as Party A may reasonably request;

2.2.10

Party B shall execute all necessary or appropriate documents, take all necessary or appropriate actions, make all necessary or appropriate claims and make necessary and appropriate defenses against all claims, to ensure Party B’s equity interests in Party C;

2.2.11

Party B shall not, and shall procure its successors not, initiate any lawsuits, arbitrations, or other legal proceedings with respect to the contractual arrangement or terminate the contractual arrangement;

2.2.12

Party B shall cause the shareholders’ meeting or the board of directors (or the executive director) of Party C to vote their approval of the transfer of the Purchased Interests and/or the Purchased Asset as set forth in this Agreement and to take any and all other actions that may be requested by Party A;

2.2.13

At the request of Party A at any time, Party B and/or Party C shall immediately and unconditionally transfer its equity interests and/or assets of Party C to Party A and/or the Designee in accordance with the Purchase Right under this Agreement, and Party B shall hereby waive its right of first refusal to the transfer of equity interests by any other shareholder of Party C to Party A (if any);

2.2.14

Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and among Party B, Party C and Party A (including but not limited to the Equity Interest Pledge Agreement and the Business Cooperation Agreement), perform obligations hereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. To the extent that Party B has any remaining rights with respect to the equity interests subject to this Agreement or the Equity Interest Pledge Agreement or the Power of Attorney in which Party A as a beneficiary, Party B shall not exercise such rights except in accordance with the written instructions of Party A.

2.2.15

Prior to Party C’s liquidation, if Party A (or the Designee) has paid the Purchase Price of equity interest to Party B, but related changes in the registration in authority has not completed, Party B shall pay the income from distribution of residual property of Party C’s equity held by Party B to Party A or its Designee freely at the time of or after dissolution of Party C. Under such circumstance, Party B should not claim any rights for related income of residual property distribution (unless under Party A’s instruction);

2.2.16

Party B agrees to unconditionally return the Purchase Price received from Party A for the transfer of the Purchased Interests and/or the Purchased Asset transferred by Party B to the extent permitted by the PRC Laws at that time (but the tax (if applicable) shall be withheld and deducted for the Purchase Price); and

2.2.17

Party B agrees to execute an irrevocable Power of Attorney in the form and substance satisfactory to Party A, and entrust Party A or the Designee to exercise all the shareholders’ rights of Party B; and

2.2.18

Party B shall ensure that Party C will be validly existing and in good standing, and shall not take any actions that may result in termination, liquidation or dissolution of Party C.

3.	Representations and Warranties

Party B and Party C hereby represent and warrant to Party A as stated in the following articles from Article 3.1 to Article 3.2, severally and not jointly, as of the date of this Agreement and each date of the transfer of the Purchased Interests and the Purchased Asset, and Party C hereby represents and warrants to Party A as stated in the following articles from Article 3.4 to Article 3.9, as of the date of this Agreement and each date of the transfer of the Purchased Interests and the Purchased Asset:

3.1

They have the power and capacity to execute and deliver this Agreement and any transfer contracts to which they are parties concerning the Purchased Interests and/or the Purchased Asset to be transferred thereunder (each, a “Transfer Contract”), and to perform their obligations under this Agreement and any Transfer Contracts. Party B and Party C agree to enter into Transfer Contracts consistent with the terms of this Agreement upon Party A’s exercise of the Purchase Right. This Agreement and the Transfer Contracts to which they are parties constitute or will constitute their legal, valid and binding obligations and shall be enforceable against them in accordance with the provisions thereof;

3.2

The execution and delivery of this Agreement or any Transfer Contracts and the obligations under this Agreement or any Transfer Contracts shall or will not: (i) cause any violation of any applicable laws of China; (ii) be inconsistent with the articles of association, joint venture contracts, bylaws or other organizational documents; (iii) cause the violation of any contracts or instruments to which they are a party or which are binding on them, or constitute any breach under any contracts or instruments to which they are a party or which are binding on them; (iv) cause any violation of any condition for the grant and/or continued effectiveness of any licenses or permits issued to either of them; or (v) cause the suspension or revocation of or imposition of additional conditions to any licenses or permits issued to them;

3.3

Party B has a good and merchantable title to the equity interests of Party C held by Party B. Except for the Equity Interest Pledge Agreement or any other transaction documents (as defined in the Equity Interest Pledge Agreement), Party B has not placed any security interest on such equity interests;

3.4	Party C has a good and merchantable title to all of its assets, and has not placed any security interest on the aforementioned assets;

3.5	Party C does not have any outstanding debts, except for (i) debt incurred within the normal business scope; and (ii) debts disclosed to Party A for which Party A’s written consent has been obtained.

3.6

If Party C dissolves or liquidates required by the PRC laws, Party C shall sell all the assets to Party A or the Designee at the lowest price permitted under the PRC laws to the extent permitted by the PRC laws. Party C shall exempt any payment obligation of Party A or the Designee arising from the sale of assets; and subject to the applicable PRC laws at the time, any revenue arising from the sale of assets shall be paid to Party A or the Designee as part of service fees under the Business Cooperation Agreement;

3.7	Party C has complied with all laws and regulations of China applicable to asset acquisitions; and

3.8	There are no existing or pending litigation, arbitration or administrative proceedings relating to the equity interests of Party C, assets of Party C or Party C.

3.9

Under the circumstance of death, incapacity, marriage, divorce, bankruptcy, dissolution, liquidation or other circumstances that may influence Party B’s equity interest of Party C, Party B’s successors (including spouse, children, parents, siblings and grandparents) or the shareholder or transferee of the equity of Party C at that time will be deemed to be the signatory of this Agreement, and be entitled to inherit, enjoy and undertake all rights and obligations of Party B herein, and transfer the relevant equity interests of Party C to Party A or the Designee according to the applicable law at that time and this Agreement.

4.	Effective Date and Term

This Agreement shall become effective upon execution by the Parties, and remaining effective subject to the extended term as stipulated by the PRC laws, until the date of the full transfer of the Purchased Interests and/or Purchased Assets held by Party B or Party C to Party A and/or the Designee (subject to the completion of the change of the industrial and commercial registration and the filing to the Commercial Department(if applicable)) and Party A, its subsidiary company and branches are legally engaged in Party C’s business. Notwithstanding the foregoing, Party A is entitled to terminate this Agreement at any time by sending written notice to Party B and Party C, and be exempted from any liability for breach of contract relating to its unilateral termination of this Agreement. Unless otherwise provided by the PRC laws, Party B and Party C shall not be entitled to terminate this Agreement unilaterally.

5.	Liability for Breach of Contract

5.1

Unless otherwise specified in other articles herein, if a Party(the “Defaulting Party”) fails to fulfill certain obligations herein or violates this agreement in other ways, the other Parties (the “Damaged Party”) may: (a) notify the Defaulting Party of the nature and scope of the violation in writing and ask the Defaulting Party to remediate at its own expense within a reasonable period of time (hereinafter referred to as “Remediation Period”); and if the Defaulting Party fails to take remedial measures during the Remediation Period, the Damaged Party are entitled to ask the Defaulting Party to undertake all responsibilities for its violation and also compensate all actual economic losses due to the Damaged Party, including without limitation, the legal fees incurred in litigation and arbitration proceedings relating to the violation. The Damaged Party are also entitled to require the Defaulting Party to perform its contractual obligations and request the court or the relevant arbitration institution to issue an order of specific performance or compulsory performance by the Defaulting Party; (b) terminate this agreement and ask the Defaulting Party to undertake all responsibilities for its violation and also compensate all damages; or (c) place the pledged equity on discount, auction or selling according to the Equity Interest Pledge Agreement, be entitled to compensation priority in the amount of discount, auction and selling, and ask the Defaulting Party to undertake all losses hereof. While exercising the foregoing remedial right, the Damaged Party are entitled to other remedial rights regulated herein and under the relevant laws and regulations.

5.2

The Parties hereby agree and confirm that, subject to the compulsory requirements of PRC laws, if Party B or Party C is the Defaulting Party, the Damaged Party is entitled to terminate this agreement unilaterally and require the Defaulting Party to compensate the losses. However, if Party A is the Defaulting Party, the Party B and Party C shall exempt Party A’s obligation of compensating the losses, and unless the law states otherwise, the Party B and Party C is not entitled to terminate this agreement under any circumstance.

6.	Governing Law and Dispute Resolution

6.1	Governing Law

The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by Chinese law.

6.2	Dispute Resolution

Any disputes arising from the interpretation and implementation of this agreement shall be firstly solved through the Parties’ friendly negotiations. In case that the consensus on settlement of such disputes is not reached within 30 days after any party asks the other party to reach solution through friendly negotiations, any party can submit the disputes to Beijing Arbitration Commission, which gives verdict according to the prevailing arbitration rule at that time. The arbitration shall take place in Beijing and language for arbitration shall be Chinese. The arbitration award is final and binding on each party. The arbitral tribunal can order Party C to compensate the losses of Party A with Party C’s equity interests, assets or property rights and interests, reach judgment of mandatory relief through mandatory transfer of related business or assets or order Party B to declare bankruptcy. After the arbitration award becomes effective, any party is entitled to petition the relevant court to execute the arbitration award. If necessary, the arbitral institution is entitled to order the Defaulting Party to cease the breach of this agreement or refrain from actions that would increase the losses to Party A before making final verdict for the disputes of all parties. The courts in Hong Kong, Cayman Islands, China or other places with right of jurisdiction (including the court in the place of Party C, or the court in the place of main asset of Party A or Party C shall be deemed as the court with right of jurisdiction) similarly are entitled to confer or execute the verdict of the arbitral tribunal and is also entitled to make judgment or execute temporary relief for Party C’s equity or property interests, and give verdict or judgment of providing certain temporary relief for the party instigating the arbitration before the establishment of arbitral tribunal or in other appropriate circumstances, such as reaching verdict or judgment of ordering the Defaulting Party to cease the breaching of this Agreement or not to cause additional losses to Party A.

6.3	In the arbitration for any disputes arising from the interpretation and implementation of this agreement, the Parties herein shall continue executing other rights and obligations herein respectively except the matters herein in dispute.

6.4

Due to the issuing or alteration of any PRC Laws, rules or regulations or due to the change in interpretation or application of such laws, rules or regulations any time after the signing date, the following agreement shall be applicable: to the extent permitted by PRC Laws, (a) if the alteration of laws or newly issued regulations are more preferential for a Party compared to the relevant laws, decrees, orders or regulations that were in effect on the signing date hereof, each Party shall actively and immediately apply for obtaining the benefits brought by the modification or new regulations and put forth their best effort to obtain the approval for the application; or (b) in case that any party’s economic benefit is directly or indirectly adversely influenced due to the alteration of foregoing laws or newly issued regulations, this agreement shall be continuously executed as scheduled. All parties shall obtain the exemption from the altered or new regulations through legal means. If the negative effect on the economic benefit of any Party cannot be resolved under this agreement, all Parties shall immediately negotiate and make all necessary alterations to this agreement after receiving the notification of the affected Party to safeguard the economic benefit of the affected Party.

7.	Taxes and Fees

Party C shall pay any and all transfer and registration taxes, expenses and fees incurred thereby or levied thereon in connection with the preparation and execution of this Agreement and the Transfer Contracts, as well as the consummation of the transactions contemplated under this Agreement and the Transfer Contracts.

8.	Notices

8.1

All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, prepaid postage, a commercial courier service or facsimile transmission to the address or fax number of such Party as listed in Exhibit I. The dates on which notices shall be deemed to have been effectively given shall be determined as follows:

8.1.1

Notices given by personal delivery, courier service, registered mail or prepaid postage shall be deemed effectively given on the date of receipt or refusal at the address specified for notices;

8.1.2

Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).

8.2	Any Party may at any time change its address or fax number for notices by a notice delivered to the other Parties in accordance with the terms hereof.

9.	Confidentiality

The Parties acknowledge that any oral or written information exchanged between the Parties in connection with this Agreement is regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without the written consent of other Parties, it shall not disclose any relevant confidential information to any third parties, except for the following circumstances: (a)the information is in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) the information is under the obligation to be disclosed pursuant to the applicable laws or rules of any stock exchange; (c) the information is required to be disclosed by any Party to its legal counsel or financial advisors regarding the transaction contemplated hereunder, provided that such legal counsels, or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section; or(d) the information is disclosed by any party as a limited partnership(or a direct or indirect affiliate or subsidiary of a limited partnership) to the general partners, managers and existing and potential limited partners of such limited partnership. Disclosure of any confidential information by the employees or agencies engaged by any Party shall be deemed disclosure of such confidential information by such Party and such Party shall be held liable for breach of this Agreement. The Parties agree that the provisions of this Article shall survive the termination of this Agreement regardless of the reason why this Agreement is terminated.

10.

Further Warranties

The Parties agree to promptly execute documents that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement and take further actions that are reasonably required for or are conducive to the implementation of the provisions and purposes of this Agreement.

11.

Force Majeure

11.1

11.2

In case of the occurrence of a force majeure event, a Party’s obligation that is being affected by force majeure shall be automatically suspended during the delay caused by force majeure, and the party’s period of implementation of this agreement shall be automatically prolonged. The prolonged period is the period of the suspension, and the party shall not undertake responsibility and suffer from punishment for it. In case of force majeure, all parties shall instantly negotiate with each other to seek a fair solution and try to minimize effect of force majeure by exerting all reasonable efforts.

12.

Miscellaneous

12.1	Non-Joint Liabilities and Liability Limitations

Despite any adverse provisions in this Agreement or other transaction documents (as defined in the Equity Interest Pledge Agreement) or any other document or law, Party B’s obligations and liabilities under this Agreement are on a several and not joint basis.

12.2	Amendments, changes and supplement

For matters not included herein, the Parties may otherwise enter into supplement agreement upon negotiations. Any revision and supplementation of this agreement shall be made in writing. Any revision and supplementary agreement signed by the Parties relating to this agreement shall be the inalienable part of this agreement, having the same legal effect.

If any revisions to this Agreement is proposed by the Stock Exchange of Hong Kong Limited or other regulatory authorities, or any change in the listing rules or related requirements hereof relating to this agreement, the parties shall revise this agreement reasonably and accordingly.

12.3	Entire agreement

12.4

Headings

The headings of this Agreement are for convenience in reading only, and shall not be used to interpret, explain or otherwise affect the meanings of the provisions of this Agreement.

12.5

Text

This agreement has five copies with one held by each Party, having the same legal effect.

12.6	Severability

In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any respect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.

12.7	Successors

This Agreement shall be binding on and shall inure to the interest of the respective successors of the Parties and the permitted assigns of such Parties.

12.8

Survival

12.8.1

Any obligations that occur or that are due as a result of this Agreement upon the expiration or early termination of this Agreement shall survive the expiration or early termination thereof.

12.8.2

The provisions of Article 6,7,8,9,12.1 and this Article 12.8 shall survive the termination of this Agreement.

12.9

Waivers

Any Party may waive the rights hereof, provided that such a waiver must be provided in writing and shall require the signatures of the Parties. No waiver by any Party in certain circumstances with respect to a breach by other Parties shall operate as a waiver by such a Party with respect to any similar breach in other circumstances.

12.10

Compliance with laws and regulations

The Parties shall comply with and make sure its business operation comply with all Chinese laws and regulations which are binding on them and have been formally issued and may be publicly acquired.

12.11

Transfer

Without prior written consent of Party A, Party C and/or Party B should not transfer any rights/and or obligations herein to any third party. Party B and Party C hereby agree that Party A is entitled to transfer any of Party A’s rights and/or obligations herein to any third party after notifying Party B and Party C in writing. Party B and Party C shall sign a supplementary agreement with the transferee or a new agreement containing substantially the same content herein with the transferee.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

(This page is intentionally left blank and is the signing page of this Exclusive Option Agreement)

IN WITNESS WHEREOF, the Parties have executed this Exclusive Option Agreement as of the date and at the address first above written.

Xi’an Jingxundi Supply Chain Technology Co., Ltd. (seal)

/s/ Xi’an Jingxundi Supply Chain Technology Co., Ltd.

(Seal of Xi’an Jingxundi Supply Chain Technology Co., Ltd.)

(This page is intentionally left blank and is the signing page of this Exclusive Option Agreement)

IN WITNESS WHEREOF, the Parties have executed this Exclusive Option Agreement as of the date and at the address first above written.

Xi’an Jingdong Xincheng Information Technology Co., Ltd. (seal)

/s/ Xi’an Jingdong Xincheng Information Technology Co., Ltd.

(Seal of Xi’an Jingdong Xincheng Information Technology Co., Ltd.)

(This page is intentionally left blank and is the signing page of this Exclusive Option Agreement)

IN WITNESS WHEREOF, the Parties have executed this Exclusive Option Agreement as of the date and at the address first above written.

Richard Qiangdong Liu

By: /s/ Richard Qiangdong Liu

(This page is intentionally left blank and is the signing page of this Exclusive Option Agreement)

IN WITNESS WHEREOF, the Parties have executed this Exclusive Option Agreement as of the date and at the address first above written.

Yayun Li

By: /s/ Yayun Li

(This page is intentionally left blank and is the signing page of this Exclusive Option Agreement)

IN WITNESS WHEREOF, the Parties have executed this Exclusive Option Agreement as of the date and at the address first above written.

Pang Zhang

By: /s/ Pang Zhang

Exhibit I

For the purpose of notices, the contacts information of the Parties are as follows:

Party A:

Xi’an Jingxundi Supply Chain Technology Co., Ltd.

Address: ***

Receipt: ***

Party B:

Richard Qiangdong Liu

Address: ***

Yayun Li

Address: ***

Pang Zhang

Address: ***

Party C:

Xi’an Jingdong Xincheng Information Technology Co., Ltd.

Address: ***

Receipt: ***

Schedule A

The following schedule sets forth information about the exclusive option agreements substantially in form as this exhibit that the Registrant entered into with certain other Chinese variable interest entities. Other than the information set forth below, there is no material difference between such other agreements and this exhibit.


VIE	Executing Parties	Effective Date	Execution Date
Suqian Jingdong Tianning Jiankang Technology Co., Ltd.	Party A: Beijing Jingdong Jiankang Co., Ltd. Party B: Richard Qiangdong Liu, Yayun Li and Pang Zhang Party C: Suqian Jingdong Tianning Jiankang Technology Co., Ltd.	September 17, 2020	September 17, 2020

Guangdong Jingxi Logistics Technology Co., Ltd.	Party A: Jingdong Logistics Supply Chain Co., Ltd. Party B: Jian Cui and Dingkai Yu Party C: Guangdong Jingxi Logistics Technology Co., Ltd.	January 25, 2021	January 25, 2021

Exhibit 4.21

LOAN AGREEMENT

This LOAN AGREEMENT (this “Agreement”), is executed by ad among the following Parties on January 25, 2021 in Beijing, the People’s Republic of China (“PRC”):

Lender: Xi’an Jingxundi Supply Chain Technology Co., Ltd., a limited liability company, organized and existing under the laws of the PRC, with it address at Building 5, SkyCity Central Square, East Chang’An Street No.666, National Civil Space Industrial Base, Xi’an, Shaanxi, China;

And


Borrowers:		Richard Qiangdong Liu, Chinese Identification No. ***;
		Yayun Li, Chinese Identification No. ***;
		Pang Zhang, Chinese Identification No. ***.

(In this Agreement, the Lender and the Borrowers are individually referred to as a “Party”, collectively the “Parties”)

NOW, THEREFORE, the Parties hereby agree as follows through friendly negotiations:

Loan

1.1

Subject to the terms and conditions of this Agreement, the Lender agrees to provide a loan at an aggregate amount of RMB one million (¥1,000,000.00) (the “Loan”) to the Borrowers, which the Loan will be provided to Richard Qiangdong Liu at the amount of RMB four hundred and fifty thousand (¥450,000.00), the Loan will be provided to Yayun Li at the amount of RMB three hundred thousand (¥300,000.00), and the Loan will be provided by Pang Zhang at the amount of RMB two hundred and fifty thousand (¥250,000.00).

1.2

It is confirmed that the Lender will provide, and the Borrowers will receive the full amount of the Loan when the Borrowers make actual capital contribution to Xi’an Jingdong Xincheng Information Technology Co., Ltd.

1.3

The Borrowers agree to use the Loan to pay for their investment in the registered capital of Xi’an Jingdong Xincheng Information Technology Co., Ltd. (the “Borrower Company”) and, unless with prior written consent of the Lender, will not use the Loan for any other purpose, or transfer or pledge its shares or other interests in the Borrower Company to any third party.

1.4

It is confirmed that the Lender will not charge any interest upon the Loan, unless otherwise provided herein.

2.	Term of Loan

2.1

The term of the Loan hereunder shall be ten (10) years from the date when the Borrowers actually receive all or any part of the Loan. Unless otherwise indicated by the Lender prior to its expiration, the term of the Loan will be automatically extended for another ten (10) years, and so forth thereafter.

2.2

During the term or any extended term of the Loan, the Loan will become immediately due and payable by the Borrowers, and the Borrowers shall immediately make the repayment of the Loan pursuant to the terms of this Agreement if:

(1)

The Borrowers die or become a person incapacitated or with limited capacity for civil acts;

(2)

The Borrowers resign or are dismissed by the Lender, the Borrower Company or any affiliate of the Lender;

(3)

The Borrowers commit a crime or are involved in a crime;

(4)

Any third party pursue any claim of more than RMB100,000 against any of the Borrowers and the Lender has reasonable ground to believe that the Borrowers will not be capable to pay for such claim;

(5)

The Lender decides to perform the Exclusive Option Agreement (as defined below) when foreign enterprises are allowed to control or wholly own the Borrower Company under applicable PRC laws;

(6)

(7)

This Agreement, the Equity Interest Pledge Agreement (as defined below), or the Exclusive Option Agreement is terminated or held invalid by any court for any reason other than the Lender’s.

3.	Repayment of Loan

3.1

The Lender and the Borrowers agree and confirm that the Loan will be repaid in the following manner only: the Borrowers will transfer all of their equity interests in the Borrower Company to the Lender or any legal or natural person designated by the Lender pursuant to requirements from the Lender.

3.2

The Lender and the Borrowers agree and confirm that to the extent permitted by the laws, the Lender has the right but no obligation to purchase or designate any legal or natural person to purchase all or any part of the equity interests in the Borrower Company from the Borrowers at the price set forth under the Exclusive Option Agreement.

3.3

It is agreed and confirmed by the Parties that the Borrowers shall be deemed to have fulfilled their repayment obligations hereunder only after both of the following conditions have been satisfied.

(1)

The Borrowers have transferred all of their equity interests in the Borrower Company to the Lender and/or their designated person; and

(2)

The Borrowers have repaid to the Lender all of the transfer proceeds or an amount equivalent to the maximum amount permitted by the laws.

3.4

The Loan will be deemed as a zero interest loan if the price to transfer the equity interests in the Borrower Company to the Lender from the Borrowers concluded by the Parties under this Agreement and any other related agreements is equal or less than the amount of the Loan. Under such circumstance, the Borrowers are not required to repay any remaining amount of and/or any interest upon the Loan; provided, however, that if the equity interest transfer price exceeds the amount of the Loan, the exceeding amount will be deemed as the interest upon the Loan (calculated by the highest interest permitted by the PRC laws) and financing cost thereof.

3.5

Notwithstanding anything to the contrary in this Agreement, if the Borrower Company goes bankruptcy, dissolution or is ordered for closure during the term or extended term of this Agreement, and Borrowers will liquidate the Borrower Company according to laws and all of the proceeds from such liquidation will be used to repay the principal, interest (calculated by the highest interest permitted by the PRC laws) and financing cost of the Loan.

4.	Obligations of the Borrowers

4.1

The Borrowers shall repay the Loan according to the provisions of this Agreement and requirements from the Lender.

4.2

The Borrowers shall enter into an Equity Interest Pledge Agreement (the “Equity Interest Pledge Agreement”) with the Lender and the Borrower Company, whereby the Borrowers agree to pledge all of their equity interests in the Borrower Company to the Lender.

4.3

The Borrowers shall enter into an Exclusive Option Agreement (the “Exclusive Option Agreement”) with the Lender and the Borrower Company, whereby the Borrowers shall, to the extent permitted by the PRC laws, grant an irrevocable and exclusive option for the Lender to purchase all or any part of the equity interest in the Borrower Company from the Borrowers.

4.4

The Borrowers shall perform their obligations under this Agreement, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, and provide support for the Lender to complete all filings, approvals, authorizations, registration and other government procedures necessary to perform such agreements.

4.5

The Borrowers shall sign an Shareholder Voting Rights Entrustment Agreement (the “Shareholder Voting Rights Entrustment Agreement”) and an irrevocable power of attorney authorizing a person designated by the Lender to exercise on its behalf all of his or her rights as the shareholder of the Borrower Company.

5.	Representations and Warranties

5.1

The Lender represents and warrants to the Borrowers that from the date of this Agreement until termination hereof:

(1)

It is a limited liability company duly incorporated and validly existing under the laws of the PRC;

(2)

It has the power and receives all approvals and authorities necessary and appropriate to execute and perform this Agreement. Its execution and performance of this Agreement are in compliance with its articles of association or other organizational documents, and it has obtained all necessary and appropriate approval and authorization with respect to its execution and performance;

(3)

Neither its execution nor its performance of this Agreement is in breach of any law, regulation, government approval, authorization, notice or any other government document, or any agreement between it and any third party or any covenant issued to any third party; and

(4)

This Agreement, once executed, constitutes a legal, valid and binding obligation of the Lender.

5.2

The Borrowers represent and warrant that from the date of this Agreement until termination hereof:

(1)

They are fully capable to conduct civil acts;

(2)

The Borrower Company is a limited liability company incorporated and validly existing under the PRC laws, and the Borrowers are the lawful owners of the Borrower Equity;

(3)

Neither their execution nor their performance of this Agreement is in breach of any law, regulation, government approval, authorization, notice or any other government document, or any agreement between them and any third party or any covenant issued to any third party;

(4)

This Agreement, once executed, constitutes a legal, valid and binding obligation of any Borrower;

(5)

They will pay the full investment relating to the Borrower Equity according to law;

(6)

Except for those provided under the Equity Interest Pledge Agreement, they create no mortgage, pledge or any other security upon the Borrower Equity, provides no offer to any third party to transfer the Borrower Equity, make no covenant regarding any offer to purchase the Borrower Equity from any third party, and enter into no agreement with any third party to transfer the Borrower Equity;

(7)

There is no existing or potential dispute, lawsuit, arbitration, administrative proceeding or any other legal proceeding in which the Borrowers and/or the Borrower Equity is involved; and

(8)

The Borrower Company has completed all government approvals, authorizations, licenses, registrations and filings necessary to conduct its businesses and own its assets.

6.	Covenants from the Borrowers

6.1

The Borrowers covenant in their capacity of the shareholders of the Borrower Company that during the term of this Agreement they shall procure the Borrower Company:

(1)

(2)

to maintain its existence, prudently and effectively operate its businesses and deal with its affairs in line with fair financial and business standards and customs;

(3)

(4)

(5)

to always conduct its business operations in ordinary course to maintain the value of its assets;

(6)

without prior written consent from the Lender, not to enter into any material agreement other than those executed in its ordinary course of business;

(7)

without prior written consent from the Lender, not to provide any loan or credit to any party;

(8)

to provide any and all information regarding its operations and financial conditions to the Lender upon the request from the Lender;

(9)

(10)

without prior written consent from the Lender, not to combine, merge with, acquire or make investment to any person;

(11)

to immediately notify the Lender of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income;

(12)

to execute any document, conduct any action, and make any claim or defense necessary or appropriate to maintain its ownership of all of its assets;

(13)

without prior written consent from the Lender, not to distribute any dividend or bonus to any of its shareholders;

(14)

to appoint any person designated by the Lender or the parent of the Lender to its board upon the request of the Lender; and

(15)

to strictly comply with the provisions of the Exclusive Option Agreement, and not to make any act or omission which may affect its validity and enforceability.

6.2

The Borrowers covenant during the term of this Agreement:

(1)

except those provided under the Equity Interest Pledge Agreement and without prior written consent from the Lender, not to sell, transfer, pledge or otherwise dispose any legal or beneficial interest of the Borrower Equity, or allow creation of any other security interests thereupon;

(2)

without prior written consent from the Lender, to procure the shareholders of the Borrower Company not to approve any sale, transfer, pledge or otherwise disposal of any legal or beneficial interest of the Borrower Equity, or creation of any other security interests thereupon, except to the Lender or its designated person;

(3)

without prior written consent from the Lender, to procure the shareholders of the Borrower Company not to approve its merger or association with, or acquisition of or investment in any person;

(4)

to immediately notify the Lender of any actual or potential litigation, arbitration or administrative proceeding regarding the Borrower Equity;

(5)

to execute any document, conduct any action, and make any claim or defense necessary or appropriate to maintain its ownership of the Borrower Equity;

(6)

without prior written consent from the Lender, not to make any act and/or omission which may affect any asset, business or liability of the Borrower Company;

(7)

to appoint any person designated by the Lender or the parent of the Lender to the board of the Borrower Company upon the request of the Lender;

(8)

to the extent permitted under the PRC laws and upon the request of the Lender at any time, to transfer unconditionally and immediately all of the equity interests owned by the Borrowers to the Lender or any person designated by it, and procure any other shareholder of the Borrower Company to waive the right of first refusal regarding such equity interests;

(9)

to the extent permitted under the PRC laws and upon the request of the Lender at any time, to procure any other shareholder of the Borrower Company to transfer unconditionally and immediately all of the equity interests owned by such shareholder to the Lender or any person designated by it, and the Borrowers hereby waive their rights of first refusal regarding such equity interests;

(10)

if the Lender purchases the Borrower Equity from the Borrowers pursuant to the Exclusive Option Agreement, to use the price of such purchase to repay the Loan to the Lender on priority; and

(11)

to strictly comply with the provisions of this Agreement, the Equity Interest Pledge Agreement and the Exclusive Option Agreement, to perform its obligations under each of such agreements, and not to make any act or omission which may affect the validity and enforceability of each of such agreements.

7.	Liabilities for Breach of Contract

7.1

If any party (“Defaulting Party”) breaches any provision of this Agreement, which causes damage to the other party (“Non-defaulting Party”), the Non-defaulting Party could notify the Defaulting Party in writing and request it to rectify and correct such breach of contract; if the Defaulting Party fails to take any action satisfactory to the Non-defaulting Party to rectify and correct such breach within fifteen (15) business days upon the issuance of the written notice by the Non-defaulting Party, the Non-defaulting Party may immediately take the actions pursuant to this Agreement or take other remedies in accordance with laws.

7.2

8.	Notices

Notices or other communications required to be given by any Party pursuant to this Agreement shall be made in writing and delivered personally or sent by mail or facsimile transmission to the addresses of the other Parties set forth below or other designated addresses notified by such other Parties to such Party from time to time. The date when the notice is deemed to be duly served shall be determined as the follows: (a) a notice delivered personally is deemed duly served upon the delivery; (b) a notice sent by mail is deemed duly served on the seventh (7th) day after the date when the air registered mail with postage prepaid has been sent out (as is shown on the postmark), or the fourth (4th) day after the delivery date to an internationally recognized courier service agency; and (c) a notice sent by facsimile transmission is deemed duly served upon the receipt time as is shown on the transmission confirmation of relevant documents.

If to the Lender: Xi’an Jingxundi Supply Chain Technology Co., Ltd.

Address: ***

Attention: ***

If to the Borrowers:

Richard Qiangdong Liu

Address: ***

Yayun Li

Address: ***

Pang Zhang

Address: ***

9.	Confidentiality

10.

Applicable Law and Dispute Resolution

10.1

The formation, validity, performance and interpretation of this Agreement and the disputes resolution under this Agreement shall be governed by the PRC laws.

10.2

Any disputes arising from the interpretation and implementation of this Agreement shall be firstly solved through the Parties’ friendly negotiations. In case that the consensus on settlement of such disputes is not reached within 30 days after any Party asks the other party to reach solution through friendly negotiations, any Party can submit the disputes to Beijing Arbitration Commission, which gives verdict according to the prevailing arbitration rule at that time. The arbitration shall take place in Beijing and language for arbitration shall be Chinese. The arbitration award is final and binding on each party. The arbitral tribunal can order the Borrowers to compensate the losses of the Lender with the Borrower Company’s equity interests, assets or property rights and interests, reach judgment of mandatory relief through mandatory transfer of related business or assets or order the Borrowers to declare bankruptcy. After the arbitration award becomes effective, any Party is entitled to petition the relevant court to execute the arbitration award. If necessary, the arbitral institution is entitled to order the Defaulting Party to cease the breach of this Agreement or refrain from actions that would increase the losses to the Lender before making final verdict for the disputes of all parties. The courts in Hong Kong, Cayman Islands, China or other places with right of jurisdiction (including the court in the place of the Borrower Company, or the court in the place of main asset of the Lender or the Borrower Company shall be deemed as the court with right of jurisdiction) similarly are entitled to confer or execute the verdict of the arbitral tribunal and is also entitled to make judgment or execute temporary relief for the equity or property interests in the Borrower Company, and give verdict or judgment of providing certain temporary relief for the party instigating the arbitration before the establishment of arbitral tribunal or in other appropriate circumstances, such as reaching verdict or judgment of ordering the Defaulting Party to cease the breaching of this Agreement or not to cause additional losses to the Lender.

8.3 In the arbitration for any disputes arising from the interpretation and implementation of this Agreement, the Parties herein shall continue executing other rights and obligations herein respectively except the matters herein in dispute.

8.4 Due to the issuing or alteration of any the PRC laws, rules or regulations or due to the change in interpretation or application of such laws, rules or regulations any time after the signing date, the following agreement shall be applicable: to the extent permitted by the PRC laws, (a) if the alteration of laws or newly issued regulations are more preferential for a Party compared to the relevant laws, decrees, orders or regulations that were in effect on the signing date hereof, each Party shall actively and immediately apply for obtaining the benefits brought by the modification or new regulations and put forth their best effort to obtain the approval for the application; or (b) in case that any Party’s economic benefit is directly or indirectly adversely influenced due to the alteration of foregoing laws or newly issued regulations, this Agreement shall be continuously executed as scheduled. All parties shall obtain the exemption from the altered or new regulations through legal means. If the negative effect on the economic benefit of any Party cannot be resolved under this Agreement, all Parties shall immediately negotiate and make all necessary alterations to this Agreement after receiving the notification of the affected Party to safeguard the economic benefit of the affected Party.

11.

Miscellaneous

11.1

The headings contained in this Agreement are for the convenience of reference only and shall not be used to interpret, explain or otherwise affect the meaning of the provisions of this Agreement.

11.2

This Agreement shall be effective as of the date of its execution, and expire until the Parties have performed their respective obligations under this Agreement.

11.3

The Parties agree to promptly execute any document and take any other action reasonably necessary or advisable to perform provisions and purpose of this Agreement.

11.4

11.5

The Parties may amend and supplement this Agreement in writing. Any amendment and/or supplement to this Agreement by the Parties is an integral part of and has the same effect with this Agreement.

11.6

This Agreement shall be binding upon and for the benefit of all the Parties hereto and their respective inheritors, successors and the permitted assigns.

11.7

Any Party’s failure to exercise the rights under this Agreement in time shall not be deemed as its waiver of such rights and would not affect its future exercise of such rights.

11.8

11.9

Unless with prior written consent from the Lender, the Borrowers may not assign any of their rights and obligations under this Agreement to any third party.

11.10

This Agreement is made in four (4) originals with each Party holding one (1) original. Each original has the same effect.

(No text below)

(This page is intentionally left blank and is the signing page of this Loan Agreement)

IN WITNESS WHEREOF, the Parties have executed this Loan Agreement as of the date and at the address first above written.


Xi’an Jingxundi Supply Chain Technology Co., Ltd. (seal)

/s/ Xi’an Jingxundi Supply Chain Technology Co., Ltd.
(Seal of Xi’an Jingxundi Supply Chain Technology Co., Ltd.)

(This page is intentionally left blank and is the signing page of this Loan Agreement)

IN WITNESS WHEREOF, the Parties have executed this Loan Agreement as of the date and at the address first above written.

Richard Qiangdong Liu


By:		/s/ Richard Qiangdong Liu

(This page is intentionally left blank and is the signing page of this Loan Agreement)

IN WITNESS WHEREOF, the Parties have executed this Loan Agreement as of the date and at the address first above written.

Yayun Li


By:		/s/ Yayun Li

(This page is intentionally left blank and is the signing page of this Loan Agreement)

IN WITNESS WHEREOF, the Parties have executed this Loan Agreement as of the date and at the address first above written.

Pang Zhang


By:		/s/ Pang Zhang

Schedule A

The following schedule sets forth information about the loan agreements substantially in form as this exhibit that the Registrant entered into with certain other Chinese variable interest entities. Other than the information set forth below, there is no material difference between such other agreements and this exhibit.


VIE	Executing Parties	Loan Amount	Effective Date	Execution Date
Suqian Jingdong Tianning Jiankang Technology Co., Ltd.	Lender: Beijing Jingdong Jiankang Co., Ltd. Borrowers: Richard Qiangdong Liu, Yayun Li and Pang Zhang	Amount: an aggregate of RMB1,000,000, of which RMB450,000 will be provided to Richard Qiangdong Liu, RMB300,000 will be provided to Yayun Li and RMB250,000 will be provided to Pang Zhang	September 17, 2020	September 17, 2020

Guangdong Jingxi Logistics Technology Co., Ltd.	Lender: Jingdong Logistics Supply Chain Co., Ltd. Borrowers: Jian Cui and Dingkai Yu	Amount: an aggregate of RMB5,000,000, of which RMB2,500,000 will be provided to Jian Cui and RMB2,500,000 will be provided to Dingkai Yu	January 25, 2021	January 25, 2021

Exhibit 4.22

Shareholder Voting Rights Entrustment Agreement

This Shareholder Voting Rights Entrustment Agreement (hereinafter referred to as the “Agreement”) is signed among following Parties on January 25, 2021 in Beijing, the People’s Republic of China (the “PRC”).


Party A:		Xi’an Jingxundi Supply Chain Technology Co., Ltd., a limited liability company, organized and existing under the PRC laws, with its address at Building 5, SkyCity Central Square, East Chang’An Street No.666, National Civil Space Industrial Base, Xi’an, Shaanxi, China.

Party B:		Richard Qiangdong Liu, a Chinese citizen with Chinese Identification No.: *; and Yayun Li, a Chinese citizen with Chinese Identification No.: ; and Pang Zhang,* a Chinese citizen with Chinese Identification No.: ***; and

Party C:		Xi’an Jingdong Xincheng Information Technology Co., Ltd., a limited liability company organized and existing under the laws of PRC, with its address at Building 5, SkyCity Central Square, East Chang’An Street No.666, Aerospace Base, Xi’an, Shaanxi, China.

Whereas:

1.	Party B is the current shareholder of Party C. By the signing date of this Agreement, Party B held all of Party C’s equity (hereinafter referred to as “Party C’s Equity Interest”); Party A is a wholly foreign-owned enterprise registered in Shaanxi Province, China

Party A is 100% directly held by JD Logistics Holding Limited (a company registered under the laws of Hong Kong) (the “Hong Kong Company”), and the Hong Kong Company is 100% directly held by JD Logistics, Inc. (a company registered under the laws of the Cayman Islands) (the “Cayman Company”).

The Parties hereunder signed an Exclusive Option Agreement (hereinafter referred to as the “Exclusive Option Agreement”) on the date hereof. To the extent permitted by the PRC laws and corresponding requirements, if Party A makes a purchase request based on its independent judgment: (a) Party B shall transfer Party C’s Equity Interest that it holds to Party A, and/or its designee (hereinafter referred to as the “Designee”, who needs to be the Cayman Company or a subsidiary that is directly or indirectly wholly controlled by it) in whole or in part according to its requirements; (b) Party C shall transfer all or part of its assets to Party A and/or the Designee according to its requirements.

The Parties to this Agreement entered into an Equity Interest Pledge Agreement (hereinafter referred to as the “Equity Pledge Agreement”) on the date hereof. Thus, Party B pledges all of the Equity Interest it holds in Party C (Party C’s Equity Interest) to Party A as pledge guarantee for the Contract Obligations and Secured Indebtedness thereunder.

Party A and Party B entered into a Loan Agreement (including revisions from time to time, hereinafter referred to as the “Loan Agreement”) on the date hereof. Pursuant to the Loan Agreement, the Pledgee provided a loan of RMB1,000,000 to the Pledgors in total, among which RMB450,000 was provided to Richard Qiangdong Liu, RMB300,000 was provided to Yayun Li, and RMB250,000 was provided to Pang Zhang.

Party A and Party C entered into an Exclusive Business Cooperation Agreement (including revisions from time to time, hereinafter referred to as the “Business Cooperation Agreement”) on the date hereof. Party A shall provide Party C with related exclusive technical services, technical consultations and other services based on the Business Cooperation Agreement.

To guarantee and protect the performance of the Business Cooperation Agreement and Party A’s lawful rights and interests, the Parties intend to sign this Agreement on matters such as Party B’s entrusted shareholder voting rights to Party A. Party B intends to authorize the individual or entity designated by Party A as its proxy to exercise its rights (defined as below) in Party C, while Party A intends to accept such arrangement.

The Parties agree as follows after friendly negotiation:

1.	Proxy Rights

1.1

Party B severally and not jointly, unconditionally and irrevocably undertakes to sign the Power of Attorney (hereinafter referred to as the “Power of Attorney”) with the same content and format as shown in Appendix I of this Agreement the date hereof, and authorize Party A or Party A’s director of its overseas parent holding company and liquidator or other successor performing such director’s duties as agent (hereinafter referred to as the “Trustee”) according to Party A’s instructions to exercise all of its rights as Party C’s shareholder and rights representing Party B in exercising all shareholders’ rights in all matters of Party C according to Party C’s current articles of association, joint venture contract, Transaction Documents(as defined in the “Equity Pledge Agreement”), and applicable laws and regulations. However, the Trustee hereinbefore shall not be Party B or other shareholders of Party C. Such shareholder’s rights (hereinafter referred to as “Proxy Rights”) shall include but not limited to:

Exercising all of Party B’s shareholder’s rights, voting rights, as the shareholder of Party C, under the PRC laws (including all laws, rules, regulations, notices, interpretations or other binding documents promulgated by any central or regional legislative, administrative or judicial departments before or after signing this Agreement, which are hereinafter referred to as the “PRC laws”) and Transaction Documents(as defined in the Equity Pledge Agreement) and Party C’s articles of association and joint venture contract (including any other shareholders’ voting rights specified after the articles of association and joint venture contract are revised), including but not limited to rights to share dividends, sell or transfer or pledge Party C’s Equity Interest in part or in whole;

According to particular clauses of election of the legal representative in Party C’s articles of association and joint venture contract, acting as Party C’s legal representative, or Chairman of the Board of Directors, director, manager and/or designate, appoint or replace Party C’s legal representative (Chairman of the Board of Directors), director, supervisor, CEO (or manager) and other senior managers on behalf of Party B; when the actions of the directors, supervisors or senior managers of Party C damage the interests of Party C or its shareholders, filing a lawsuit or taking other legal acts against them.

Signing documents to exercise shareholder rights related to Party C’s Equity Interest(but not including signing Transaction Documents(as define in the Equity Pledge Agreement) or any revision thereof) and documents archived in the relevant company registry.

Proposing, convening and attending the general meeting of shareholders, and signing any relevant minutes of the general meeting, resolutions of the general meeting or other legal documents;

Making decisions on material matters related to Party C’s business, and reviewing and approving all relevant reports and plans;

Exercising voting rights at the time of Party C’s bankruptcy, liquidation, dissolution or termination on behalf of Party C’s registered shareholders;

Exercising the rights to allocate Party C’s residual assets after Party C’s bankruptcy, liquidation, dissolution or termination;

Deciding matters relating to the submission and registration of documents regarding Party C to and with government agencies;

Lawfully exercising all of the shareholder’s rights regarding disposition of Party C’s assets, including but not limited to the rights to manage businesses about its assets, obtain its incomes and acquire its assets; and

10)

Other rights of any shareholder stipulated in other applicable PRC laws, regulations and the articles of association of the company (as amended from time to time) .

1.2

Without limiting generality of the power granted hereunder, Party A shall own the power and authorities hereunder, sign the share transfer contract (to which Party B must be a party) agreed and defined in the Exclusive Option Agreement on behalf of Party B, and perform the Equity Pledge Agreement and the Exclusive Option Agreement which were signed on the same day this Agreement was signed and to which Party B is also a party.

1.3	Party B as a shareholder of Party C shall not abuse its shareholder rights to the detriment of Party C’s interests. If Party B abuses the rights of shareholders, Party A has the right to exercise the Purchase Right under the Exclusive Option Agreement.

1.4

Party B hereby specially undertakes that in case of Party C’s bankruptcy, liquidation, dissolution or termination, all assets obtained by Party B after such bankruptcy, liquidation, dissolution or termination, including Party C’s Equity Interest, shall be transferred to Party A for free or at the minimum prices to the extent permitted by the current PRC laws, or the current liquidator shall sell all of Party C’s assets including the Equity Interest for the purpose of protecting interests of Party A’s direct or indirect shareholders and/or the creditor’s interests.

1.5

Party B agrees that Party A shall have rights to transfer the proxy rights to a third party at its discretion with respect to the matters under Article 1.1. The trustee and/or Party A shall exercise the proxy rights as if Party B is exercising its shareholder’s rights personally. The proxy rights shall be granted and entrusted on the premise that the trustee is a member of Party A’s Board of Directors, or a Chinese citizen designated by the Board of Directors through negotiation, and that Party B agrees to such authorization and consignment. When Party A notifies Party B in writing of replacing the trustee, Party B shall immediately agree that the other entity or Chinese citizen appointed by Party A may exercise such proxy rights, and sign the Power of Attorney with the content and format as shown in Appendix I of this Agreement. The new power of attorney shall supersede the original one once it is executed. Besides, Party B shall notify related personnel through a notice or other forms of announcement to announce or specify that the original Power of Attorney has been nullified. In addition, Party B shall not revoke the consignment and authorization for the trustee and/or Party A.

1.6	Subject to other terms of this Agreement (including but not limited to Article 12.1 and 12.2), Party B shall confirm and acknowledge all legal consequences resulting from the trustee’s and/or Party A’s exercising of above proxy rights, and undertake corresponding legal responsibilities.

1.7

All of the trustee’s and/or Party A’s behaviors related to Party C’s Equity Interest and/or exercising of the proxy rights shall be deemed as Party B’s own behaviors. And all documents(but not including Transaction Documents(as define in the Equity Pledge Agreement) or any revision thereof) signed by the trustee and/or Party A shall be assumed to have been signed by Party B. The trustee and/or Party A may act in their discretion without Party B’s prior consent. Party B hereby specially acknowledge and approves the trustee’s and/or Party A’s such behaviors and/or documents.

1.8	Within the term of this Agreement, Party B agrees and confirms, without the prior written consent of Party A, shall not to personally perform all its shareholder rights related to Party C’s Equity Interest which have been granted to Party A and/or the trustee.

1.9

In case that Party B is subject to death, incapacity, marriage, divorce, bankruptcy, liquidation, dissolution, or other circumstances which might impact its holding of Party C’s Equity Interest, Party B’s successor(including spouse, children, parents, siblings, grandparents) or current shareholder of Party C’s Equity Interest or the assignee shall be deemed as a party to this Agreement and inherit/bear all of the Party B’s rights and obligations under this Agreement.

2.	Right to know

2.1

To exercise the proxy rights hereunder, Party A and/or the trustee shall have rights to obtain Party C’s relevant information (including Party C’s operations, businesses, customers, financial affairs and employees) and review relevant materials of Party C, while Party C shall be cooperative to help them acquire such information.

3.	Exercise of the Proxy Rights

3.1

Party B shall fully assist the trustee and/or Party A in exercising the proxy rights, including promptly signing related legal documents when necessary (e.g. for the purpose of meeting requirements of documents which must be submitted for examination, approval, registration and archiving by government agencies, laws, rules, regulations, normative documents, corporate articles of association, joint venture contract, commands or orders of other government agencies), including but not limited to the Power of Attorney which specifies the scope of authorization (if stipulated by relevant laws, rules, regulations, articles of association, joint venture contract, or other normative documents).

3.2	Party B irrevocably agrees that when Party A makes a written request to exercise the proxy rights, Party B shall take actions to satisfy Party A’s requests to exercise such rights in accordance with Party A’s written request within three (3) days upon receiving the request.

3.3

Should the proxy rights hereunder cannot be authorized or exercised for any reason (other than Party B’s or Party C’s breach of this Agreement) at any time within the term of this Agreement, all Parties shall immediately seek an alternative plan the content of which is the consistent to this Agreement. If necessary, a supplemental agreement shall be signed to modify or revise terms of this Agreement, in order to continue realizing the purposes of this Agreement.

4.	Disclaimer and Indemnification

4.1	The Parties of this Agreement confirm that in any case, Party A shall not be required to undertake any responsibility, make any economic or other compensations to any third party for its or its designated trustee’s exercise of the proxy rights hereunder.

4.2

Subject to other terms of this Agreement (including but not limited to Article 12.1 and Article 12.2), Party B(but not including Investor Party B) and Party C agree to indemnify Party A from all actual or potential losses and damages for its or its designated trustee’s exercise of the proxy rights, including but not limited to the losses arising from a third party’s lawsuits, recovery, arbitrations or claims or government authorities’ administrative surveys or punishments. However, Party A shall not be indemnified from the losses resulting from Party A’s and/or the trustee’s deliberate or gross negligence.

5.	Representations and Warranties

5.1	Party B hereby severally and not jointly represents and warrants as follows:

5.1.1

Party B has completed and independent legal status and capacity. Besides, Party B has been legitimately authorized to sign, deliver and perform this Agreement as an independent subject of litigations.

5.1.2

Party B possesses the full power and authorities to sign and deliver this Agreement and all other documents related to transactions hereunder. Party B also possesses the full power and authorities to complete such transactions. This Agreement shall be legitimately and appropriately signed and delivered. It shall constitute legitimate and binding obligations, which shall be compulsorily fulfilled according to this Agreement.

5.1.3

Party B is Party C’s legitimate shareholder registered with an administration for industry and commerce and recorded on the Register of Shareholders when this Agreement takes effects. The proxy rights shall not include any third-party rights except for those specified under this Agreement, the Equity Pledge Agreement, the Exclusive Option Agreement, the Loan Agreement and Transaction Documents (as defined in the Equity Pledge Agreement). According to this Agreement, Party A and/or the trustee may completely and fully exercise the proxy rights based on Party C’s current articles of associations and joint venture contract.

5.1.4

Party B’s signing, delivery or performance of this Agreement and completion of the transactions hereunder will not violate the PRC laws, or any agreements, contracts or other arrangements that Party B enters into with a third party.

5.2	Party A and Party C hereby represents and warrants as follows:

5.2.1

They are limited liability companies legitimately incorporated and validly existing under laws of their registered place. They have complete and independent legal status and capacity for signing, delivering and performing this Agreement as an independent subject of litigations.

5.2.2

They possess the full internal corporate power and authorities to sign and deliver this Agreement and all other documents related to transactions hereunder. They also possess the full power and authorities to complete such transactions.

5.3	Party C hereby further represents and warrants as follows:

5.3.1

Party B is Party C’s lawful shareholder when this Agreement takes effects. The proxy rights shall not include any third-party rights except for those specified under this Agreement, the Equity Pledge Agreement, the Exclusive Option Agreement, the Loan Agreement and Transaction Documents (as defined in the Equity Pledge Agreement). According to this Agreement, Party A and/or the trustee may completely and fully exercise the proxy rights based on Party C’s current articles of association and joint venture contract.

5.3.2

Party B’s signing, delivery or performance of this Agreement and conclusion of the transactions hereunder will not violate the PRC laws, or any agreements, contracts or other arrangements that Party B enters into with a third party and is bound as one party.

6.	Transfer

Party A shall be authorized to sublicense or transfer this Agreement and/or its rights related to this Agreement at its discretion without notifying Party B or Party C in advance, or Party B’s or Party C’s prior consent.

7.	Term of the Agreement

7.1

On the premise that Party B or Party B’s successor or current assignee of Party C’s Equity Interest is Party C’s shareholder, this Agreement shall be irrevocable and remain valid from the date of signing this Agreement unless otherwise instructed by Party A, or Party A terminates this Agreement according to Article 7.2 or Article 8 before it expires. Once Party A informs Party B in writing of terminating this Agreement in whole or in part or replacing the trustee, Party B shall immediately revoke its consignment and authorization for Party A and the trustee. Besides, Party B shall immediately sign a Power of Attorney in the format as shown in Appendix I of this Agreement to authorize and entrust other personnel or subjects nominated by Party A with the same terms of this Agreement according to Party A’s written instructions.

7.2

This Agreement shall be automatically terminated: (a) on the date on which Party A or the Designee is formally registered as Party C’s sole shareholder once the PRC laws stipulate that Party A or the Designee may directly hold Party C’s Equity Interest and lawfully engage in Party C’s businesses; or (b) if Party A or the Designee purchases all assets of Party C in accordance with the provisions of the Exclusive Option Agreement, and legally engage in Party C’s business by using Party C’s assets.

8.	Liability for Breach of Contract

8.1

Subject to other terms of this Agreement (including but not limited to Article 12.1 and 12.2), All Parties of this Agreement agree and confirm that if any party (hereinafter referred to as the “Defaulting Party”) violates any clause hereunder, or fails to perform or delays its performance of any obligation hereunder, such party shall be deemed to have constituted a breach of this Agreement (hereinafter referred to as “breach”). In this case, any of other non- Breaching Parties (hereinafter referred to as the “Non-Defaulting Parties”) shall have rights to ask the Defaulting Party to take corrective or remedial actions within a reasonable deadline. If the Defaulting Party fails to take corrective or remedial actions within a reasonable term or within ten (10) days after the other Party notifies the Defaulting Party in writing and makes the request for correction:

8.1.1

The Non-Defaulting Parties shall have rights to unilaterally and immediately terminate this Agreement and ask the Defaulting Party to compensate for damages provided that Party B or Party C is the Defaulting Party;

8.1.2

If Party A is the Defaulting Party, the Non-Defaulting Parties shall indemnify Party A from the compensation for damages. Unless otherwise specified by laws, this Agreement shall not be terminated or rescinded in any other cases.

8.2	Notwithstanding other provisions of this Agreement, Article 8 shall survive the termination of this Agreement.

9.	Confidentiality

All Parties admit that all oral or written materials exchanged with respect to this Agreement are confidential. All Parties are required to keep such materials confidential. Without the prior written consent of all other Parties, no party is allowed to disclose any related materials to a third party unless in following cases: (a) Such materials have been known to the public (but not disclosed by the party receiving such materials); (b) The materials are required to be disclosed by applicable laws or rules of any securities exchange; or (c) Any party of this Agreement discloses the materials to its legal adviser or financial adviser regarding the transactions specified hereunder, while such legal adviser or financial adviser is also bound by the same confidentiality obligations as those under this article; or(d) Any party that is a limited partnership(or a direct or indirect affiliate or subsidiary of a limited partnership) discloses the above confidential information to the general partner, manager and existing or potential limited partners of the limited partnership. The disclosure of any confidential information by staff or organizations hired by any party of this agreement shall be deemed as such party’s disclosure of such confidential materials, and such party shall undertake legal responsibilities for violating this Agreement. This article shall survive the termination of this Agreement regardless of the reason why this Agreement is terminated.

10.

Governing Laws and Dispute Resolution

10.1	The signing, effectiveness, interpretation, performance, modification and termination of this Agreement as well as dispute resolution hereunder shall be governed by the PRC laws.

10.2

In case that any dispute occurs in interpreting and performing this Agreement, the Parties of this Agreement shall firstly try to resolve it through friendly negotiation. If the Parties fail to reach a consensus on such dispute resolution through negotiation within thirty (30) days as required by any party, any party may submit such dispute to the Beijing Arbitration Commission, which will resolve the dispute through arbitration according to current effective arbitration rules. The arbitration shall be performed in Beijing in Chinese. The arbitration awards shall be final and binding on all Parties. After arbitration awards take effect, any party shall be authorized to apply to a competent court for enforcing arbitration awards. The arbitration tribunal may decide upon compensation with respect to Party C’s rights and interests in the Equity Interest, assets or property, or compensate Party A for the losses resulting from other Parties’ breach of this Agreement, adjudicate compulsory remedies or order Party C to go bankrupt regarding related businesses or compulsory asset transfer. If necessary, arbitration organizations shall have rights to firstly ask the Defaulting Party to immediately stop its defaults before giving the final awards on disputes of all Parties concerned, or prohibit the Defaulting Party from conducting acts which might aggravate Party A’s losses. Courts of Hong Kong, Cayman Islands or other competent courts (including courts of the place where Party C lives, or courts of the place where Party C’s or the Party A’s main assets are) shall have rights to grant or execute awards of an arbitration tribunal. They shall have rights to adjudicate or enforce temporary relief with respect to Party C’s rights and interests in the Equity Interest or property. They shall also have rights to offer temporary relief to the party making a request for arbitration by giving awards or judgments before the tribunal court forms. For instance, the Defaulting Party may be adjudicated or arbitrated to immediately suspend their breaches or forbidden to conduct any act which might further aggravate the Party A’s losses.

10.3	When any dispute occurs in interpreting or performing this Agreement, or any dispute is under arbitration, all Parties of this Agreement shall continue exercising their rights and performing their respective obligations hereunder except for disputed matters.

10.4

If any law, rule or regulation of the PRC are promulgated or revised after the date of signing this Agreement, or the interpretation or applicability of such laws, rules or regulations changes, the following provisions shall apply: in the case of the PRC laws permitting (a) If the revised laws or newly promulgated rules are more beneficial for any party than pertinent laws, rules or regulations which take effects after signing this Agreement without imposing material adverse impacts upon other Parties, the Parties of this Agreement shall promptly apply for gaining benefits from such modifications or new rules and try their best to have the application approved; or (b) The original clauses of this agreement shall further prevail if such revised laws or newly enacted rules directly or indirectly impose material adverse impacts upon any party’s economic benefits hereunder. The Parties shall try to be exempt from obeying these revised laws or new rules by all lawful means. If the adverse impacts on any party’s economic benefits can’t be alleviated according to this Agreement, all Parties shall promptly negotiate with each other and make all necessary revisions to this Agreement after the affected party notifies all other Parties, in order to perform all such requisite revisions and protect the affected party’s economic benefits.

11.

Notices

11.1

All notices and other communications which are issued as required or permitted by this Agreement shall be delivered by special personnel or sent to corresponding Parties’ address and fax number listed on Appendix II through registered mail, postage prepaid, commercial express delivery services or fax. Such notices shall be deemed to have been delivered as follows:

11.1.1

The notices shall be deemed to have been delivered to the designated address on the date of sending or rejection if they are delivered by special personnel, express delivery services or registered mail, postage prepaid.

11.1.2

The notices shall be deemed to have been delivered if they are sent by fax, confirmed by automatically generated information on delivery. (It should be evidenced by an automatically generated delivery confirmation)

11.2	Any party may issue a notice to all other Parties according to this article to inform them of the address or fax number changed from time to time.

12.

Others

12.1

Notwithstanding any other provision of this Agreement or other Transaction Documents (as defined in the Equity Pledge Agreement) or any other document or law, Party B’s obligations and responsibilities under this Agreement are several and non-joint. This clause shall survive for the terminating this Agreement regardless of the reason why this Agreement is terminated.

12.2

Notwithstanding any other provision of this Agreement or other Transaction Documents (as defined in the Equity Pledge Agreement) or any other document or law, (1) Party A shall not exercise any of its powers under this Agreement regarding to any Investor Party B, unless Party A exercises this power to all Party B at the same time or all directors of Cayman Company agree otherwise; (2) Investor Party B’s all and any obligations or liabilities under this Agreement and other Transaction Documents (as defined in the Equity Pledge Agreement) are limited to the respective Equity Interest of Party C held by them. Except for the Equity Interest of Party C held by the Investor Party B, no party may make any claims on the other assets of the Investor Party B in respect of all or any obligations under this Agreement and other Transaction Documents (as defined in the Equity Pledge Agreement); and (3) if the Investor Party B violates any warranties, undertakings, agreements, representations or conditions of this Agreement, the Equity Pledge Agreement, the Exclusive Option Agreement, the Business Cooperation Agreement, the Loan Agreement or other Transaction Documents(as defined in the Equity Pledge Agreement), Party A’s sole right is to exercise the Pledge to Party C’s Equity Interest held by the Investor Party B in accordance with Article 8 of the Equity Pledge Agreement, or exercise the right to purchase the Equity Interest of Party C held by the Investor Party B in accordance with the Exclusive Option Agreement. However, Investor Party B does not assume any other liability for Party A or any other person. This clause shall survive the termination of this Agreement whatever the reason for terminating this Agreement.

12.3	All revisions, modifications and supplementations of this Agreement shall be in writing. They shall take effects after they are signed or stamped by all Parties hereunder and governmental registration procedures (if applicable) are completed.

12.4	Party A may unilaterally notify Party B and Party C in writing anytime of unconditionally terminating this Agreement at discretion without assuming any responsibility. Party B and Party C shall have no rights to unilaterally terminate this Agreement.

12.5

12.6	All expenses and actual outlays related to this Agreement, including but not limited to lawyers’ fees, flat costs, stamp duties, any other taxes and fees, shall be borne by Party C.

12.7	This Agreement is made in five (5) copies. Each party shall hold one (1) copy. All copies shall have equal legal forces.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

(This page is intentionally left blank and is the signing page of this Shareholder Voting Rights Entrustment Agreement)

IN WITNESS WHEREOF, the Parties have executed this Shareholder Voting Rights Entrustment Agreement as of the date and at the address first above written.

Xi’an Jingxundi Supply Chain Technology Co., Ltd. (seal)

/s/ Xi’an Jingxundi Supply Chain Technology Co., Ltd.

(Seal of Xi’an Jingxundi Supply Chain Technology Co., Ltd.)

(This page is intentionally left blank and is the signing page of this Shareholder Voting Rights Entrustment Agreement)

IN WITNESS WHEREOF, the Parties have executed this Shareholder Voting Rights Entrustment Agreement as of the date and at the address first above written.

Xi’an Jingdong Xincheng Information Technology Co., Ltd. (seal)

/s/ Xi’an Jingdong Xincheng Information Technology Co., Ltd.

(Seal of Xi’an Jingdong Xincheng Information Technology Co., Ltd.)

(This page is intentionally left blank and is the signing page of this Shareholder Voting Rights Entrustment Agreement)

IN WITNESS WHEREOF, the Parties have executed this Shareholder Voting Rights Entrustment Agreement as of the date and at the address first above written.

Richard Qiangdong Liu

By: /s/ Richard Qiangdong Liu

(This page is intentionally left blank and is the signing page of this Shareholder Voting Rights Entrustment Agreement)

IN WITNESS WHEREOF, the Parties have executed this Shareholder Voting Rights Entrustment Agreement as of the date and at the address first above written.

Yayun Li

By: /s/ Yayun Li

(This page is intentionally left blank and is the signing page of this Shareholder Voting Rights Entrustment Agreement)

IN WITNESS WHEREOF, the Parties have executed this Shareholder Voting Rights Entrustment Agreement as of the date and at the address first above written.

Pang Zhang

By: /s/ Pang Zhang

Appendix I. Power of Attorney

Date: January 25, 2021

Shareholder Richard Qiangdong Liu (the “Shareholder”) is registered to hold 45% Equity Interest of Xi’an Jingdong Xincheng Information Technology Co., Ltd. (the “Company”). The Shareholder hereby irrevocably exclusively authorizes Xi’an Jingxundi Supply Chain Technology Co., Ltd. (the “Attorney”) and its designated representative attorney to exercise the proxy rights mentioned and defined in the Shareholder Voting Rights Entrustment Agreement (this “Agreement”) concluded among the Shareholder, the Company and the Attorney on January 25, 2021.

This Power of Attorney shall take effects on the same day as this Agreement and it is irrevocable.

Shareholder seal: Richard Qiangdong Liu

Signature:

Appendix I. Power of Attorney

Date: January 25, 2021

Shareholder Yayun Li (the “Shareholder”) is registered to hold 30% Equity Interest of Xi’an Jingdong Xincheng Information Technology Co., Ltd. (the “Company”). The Shareholder hereby irrevocably exclusively authorizes Xi’an Jingxundi Supply Chain Technology Co., Ltd. (the “Attorney”) and its designated representative attorney to exercise the proxy rights mentioned and defined in the Shareholder Voting Rights Entrustment Agreement (this “Agreement”) concluded among the Shareholder, the Company and the Attorney on January 25, 2021.

This Power of Attorney shall take effects on the same day as this Agreement and it is irrevocable.

Shareholder seal: Yayun Li

Signature:

Appendix I. Power of Attorney

Date: January 25, 2021

Shareholder Pang Zhang (the “Shareholder”) is registered to hold 25% Equity Interest of Xi’an Jingdong Xincheng Information Technology Co., Ltd. (the “Company”). The Shareholder hereby irrevocably exclusively authorizes Xi’an Jingxundi Supply Chain Technology Co., Ltd. (the “Attorney”) and its designated representative attorney to exercise the proxy rights mentioned and defined in the Shareholder Voting Rights Entrustment Agreement (this “Agreement”) concluded among the Shareholder, the Company and the Attorney on January 25, 2021.

This Power of Attorney shall take effects on the same day as this Agreement and it is irrevocable.

Shareholder seal: Pang Zhang

Signature:

Appendix II

For the purpose of notices, all Parties’ addresses are specifically indicated as follows:

Party A:

Address: ***

Receipt: ***

Party B:

Richard Qiangdong Liu

Address: ***

Yayun Li

Address: ***

Pang Zhang

Address: ***

Party C:

Address: ***

Receipt: ***

Schedule A

The following schedule sets forth information about the shareholder voting rights entrustment agreements substantially in form as this exhibit that the Registrant entered into with certain other Chinese variable interest entities. Other than the information set forth below, there is no material difference between such other agreements and this exhibit.


VIE	Executing Parties	Execution Date
Suqian Jingdong Tianning Jiankang Technology Co., Ltd.	Party A: Beijing Jingdong Jiankang Co., Ltd. Party B: Richard Qiangdong Liu, Yayun Li and Pang Zhang Party C: Suqian Jingdong Tianning Jiankang Technology Co., Ltd.	September 17, 2020
Guangdong Jingxi Logistics Technology Co., Ltd.	Party A: Jingdong Logistics Supply Chain Co., Ltd. Party B: Jian Cui and Dingkai Yu Party C: Guangdong Jingxi Logistics Technology Co., Ltd.	January 25, 2021

Exhibit 4.23

Power of Attorney

Date: January 25, 2021

This Power of Attorney shall take effects on the same day as this Agreement and it is irrevocable.


Shareholder seal:		Richard Qiangdong Liu



Signature:		/s/ Richard Qiangdong Liu

Power of Attorney

Date: January 25, 2021

This Power of Attorney shall take effects on the same day as this Agreement and it is irrevocable.


Shareholder seal:		Yayun Li



Signature:		/s/ Yayun Li

Power of Attorney

Date: January 25, 2021

This Power of Attorney shall take effects on the same day as this Agreement and it is irrevocable.


Shareholder seal:		Pang Zhang

Signature:		/s/ Pang Zhang

Schedule A

The following schedule sets forth information about the power of attorney substantially in form as this exhibit that the Registrant entered into with certain other Chinese variable interest entities. Other than the information set forth below, there is no material difference between such other agreements and this exhibit.


VIE	Executing Parties	Execution Date
Suqian Jingdong Tianning Jiankang Technology Co., Ltd.	Richard Qiangdong Liu Yayun Li Pang Zhang	September 17, 2020 September 17, 2020 September 17, 2020

Guangdong Jingxi Logistics Technology Co., Ltd.	Jian Cui Dingkai Yu	January 25, 2021 January 25, 2021

Exhibit 4.24

Share Pledge Agreement

This Share Pledge Agreement (hereinafter referred to as this “Agreement”) has been executed by and among the following parties on January 25, 2021 in Beijing:


Party A:		Xi’an Jingxundi Supply Chain Technology Co., Ltd., a limited liability company organized and existing under the PRC laws, with its address at Building 5, SkyCity Central Square, East Chang’An Street No.666, National Civil Space Industrial Base, Xi’an, Shaanxi, China (hereinafter referred to as the “Pledgee”).

Party B:		Richard Qiangdong Liu, Chinese Identification No. * Yayun Li, Chinese Identification No. ; Pang Zhang,* Chinese Identification No. *.(All Party B hereinafter collectively referred to as the “Pledgors**”)

Party C:		Xi’an Jingdong Xincheng Information Technology Co., Ltd., a limited liability company organized and existing under the PRC laws, with its address at Building 5, SkyCity Central Square, East Chang’An Street No.666, Aerospace Base, Xi’an, Shaanxi, China.

In this Agreement, each of the Pledgee, the Pledgors and Party C shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively.

Whereas:

The Pledgors as of the signing date hereof are shareholders of Party C, and hold 100% of the Equity Interest of Party C, among which Richard Qiangdong Liu holds 45% of the Equity Interest (corresponding to Party C’s capital contribution of RMB450,000), Yayun Li holds 30% of the Equity Interest (corresponding to Party C’s capital contribution of RMB300,000), and Pang Zhang holds 25% of the Equity Interest (corresponding to Party C’s capital contribution of RMB250,000). Party C is a limited liability company registered in Shanxi, China.

The Pledgee is wholly and directly held by JD Logistics Holding Limited (a company registered under the laws of Hong Kong)(the “Hong Kong Company”), and the Hong Kong Company is wholly and directly held by JD Logistics, Inc. (a company registered under the laws of the Cayman Islands)(the “Cayman Company”).

The Pledgee is a wholly foreign owned enterprise registered in Xi’an, Shaanxi Province, China. The Pledgee and Party C executed the Exclusive Business Cooperation Agreement (including revisions from time to time, hereinafter referred to as the “Business Cooperation Agreement”) on the date hereof. The Pledgee provides relevant exclusive technical services, technical consultations and other services to Party C based on the Business Cooperation Agreement.

The Parties of this Agreement executed an Exclusive Option Agreement(including revisions from time to time, hereinafter referred to as the “Exclusive Option Agreement”) on the date hereof. To the extent permitted by the PRC laws and corresponding requirements, if the Pledgee decides to make the purchase request in its sole discretion: (a)the Pledgors shall transfer all or part of their Equity Interest held in Party C to the Pledgee and/or its designee(hereinafter referred to as the “Designee”, who needs to be the Cayman Company or a subsidiary that is directly or indirectly wholly controlled by it) according to its requirements; (b) Party C shall transfer all or part of its assets to the Pledgee and/or the Designee according to the requirements of the Pledgee and/or the Designee.

The Parties of this Agreement executed a Shareholder Voting Rights Entrustment Agreement (including revisions from time to time, hereinafter referred to as the “Shareholder Voting Rights Entrustment Agreement”) on the date hereof. The Pledgors have irrevocably entrusted the person designated by the Pledgee with the full power to exercise all their rights to entrust and vote as Party C’s shareholder.

The Pledgee and the Pledgors executed a Loan Agreement (including revisions from time to time, hereinafter referred to as the “Loan Agreement”) on the date hereof. Pursuant to the Loan Agreement, the Pledgee provided a loan of RMB1,000,000 to the Pledgors in total, among which RMB450,000 was provided to Richard Qiangdong Liu, RMB300,000 was provided to Yayun Li, and RMB250,000 was provided to Pang Zhang.

As the Pledgors’ guarantee of the performance of the Contract Obligations (as defined below) and the settlement of the Secured Indebtedness (as defined below), the Parties intend to execute this Agreement on the provision of Equity Interest pledge by Party B to Party A. The Pledgors severally and not jointly pledge all the Equity Interest they held in Party C to the Pledgee to provide pledge guarantee for securing the complete and due performance of such obligations and debt. Party C agrees with such equity interest pledge arrangements.

1.	Definitions

Unless otherwise provided herein, the terms below shall have the following meanings:

1.1

“Pledge”: shall refer to the Security Interest granted by the Pledgors to the Pledgee pursuant to Article 2 of this Agreement, i.e., the right of the Pledgee to be paid in priority with the Equity Interest based on the monetary valuation that such Equity Interest is converted into or from the proceeds from the auction or sale of the Equity Interest.

1.2

“Equity Interest” shall refer to all Party C’s equity interest lawfully held by the Pledgors from the effective date of this Agreement, such that the Pledgors have rights to dispose and pledge it to the Pledgee according to provisions of this Agreement as guarantee for Party C’s fulfillment of its Contractual obligations and Secured Indebtedness hereunder (including the Pledgors’ Equity Interest constituting Party C’s registered capital and all related Equity Interest, including all of the equity interests, revenues, preferences of Party C currently or in the future owned by Pledgors, all the account receivables and liquidated damages with respect to the equity interests of Party C owned by Pledgors, and bonuses, dividends and other payment distributed to the Pledgors by Party C) and increase Equity Interest as per Article 6.7 of this Agreement.

1.3	“Term of the Pledge” shall refer to the term set forth in Article 3 of this Agreement.

1.4	“Event of Default” shall refer to any of the circumstances set forth in Article 7 of this Agreement.

1.5	“Notice of Default” shall refer to the notice issued by the Pledgee in accordance with this Agreement declaring an Event of Default.

1.6

“Contract Obligations” shall refer to all the obligations of the Pledgors under the Exclusive Option Agreement, the Shareholder Voting Rights Entrustment Agreement, and the Loan Agreement; and all the obligations of Party C under the Transaction Agreement; and all the obligations of the Pledgors and Party C under this Agreement.

1.7	“Transaction Agreement” shall refer to this Agreement, the Business Cooperation Agreement, as well as the Exclusive Option Agreement, the Loan Agreement, and the Shareholder Voting Rights Entrustment Agreement issued by the Pledgors to the Pledgee, or one or more of them.

1.8

“Secured Indebtedness” shall refer to (a) all debts that Party C owes to the Pledgee, including but not limited to consultation and service fees that Party C shall pay to the Pledgee according to the Business Cooperation Agreement (whatever on the given maturity date, ahead of time or in other ways), and the interest, liquidated damages(if any), compensation, lawyers’ fees, arbitration fees, and fees for exercising rights of pledge such as Equity Interest evaluation and auction; (b)all the direct, indirect and derivative losses and losses of anticipated profits, suffered by the Pledgee, incurred as a result of any Event of Default by the Pledgors or Party C. The amount of such loss shall be calculated in accordance with the reasonable business plan and profit forecast of the Pledgee, (c)all expenses occurred in connection with enforcement by the Pledgee of the Pledgors and/or Party C’s Contract Obligations, and (d) any loans provided by the Pledgee to the Pledgors pursuant to Article 6.9 hereunder. Subject to other terms of this Agreement(including but not limited to Article 19.1 and 19.2), the amount of credit guaranteed by Party B shall not be less than RMB1,000,000, among which the amount of credit guaranteed by Richard Qiangdong Liu shall not be less than RMB450,000, the amount of credit guaranteed by Yayun Li shall not be less than RMB300,000 and the amount of credit guaranteed by Pang Zhang shall not be less than RMB250,000.

1.9	“PRC laws” shall include all laws, regulations, rules, notices, interpretations or other binding documents legislated by any central or regional legislation, administrative or judicial department before or after the execution of this Agreement.

1.10	“Security Interest” shall include security, mortgage, third-party rights or Interest, all rights to purchase Equity Interest, rights of acquisition, pre-emptive rights, rights of set-off, retained title or other collateral arrangements.

2.	Pledge

2.1

The Pledgors hereby severally and not jointly pledge the respective Equity Interest to the Pledgee in the first order of priority to guarantee prompt and full repayment of Secured Indebtedness and performance of Contract Obligations. Party C agrees that the Pledgors may pledge the Equity Interest to the Pledgee as per this Agreement.

2.2

All Parties understand and acknowledge that the estimated monetary value generated for Secured Indebtedness or related estimated value shall be changeable and floating until the settlement date (refer to Article 2.4 for the definition). The Pledgors and the Pledgee may adjust and confirm the maximum amount of Secured Indebtedness secured by the Equity Interest from time to time by the settlement date by revising and supplementing this Agreement with both Parties’ consent in case of any change to the estimated monetary value of Secured Indebtedness and Equity Interest.

2.3

In any of following events (hereinafter referred to as “Events for Settlement”), the value of Secured Indebtedness shall be determined based on the total amount of payable guaranteed that is not paid to the Pledgee on the latest date before any event for settlement occurs or on the date of the event (hereinafter referred to as “Confirmed Debts”):

(a)

The Business Cooperation Agreement has expired or has been terminated according to the relevant articles;

(b)

The Pledgee issues a Notice of Default to the Pledgors as per Article 7.3, because any Event of Default specified in Article 7 of this Agreement has occurred and is still unsolved;

(c)

After proper investigation, the Pledgee reasonably determines that Party B and/or Party C have become insolvent or might become insolvent; or

(d)

Any other event occurs, under which Secured Indebtedness shall be determined as provided by the PRC laws.

2.4	To avoid ambiguity, the date on which the event for settlement occurs shall be deemed the settlement date (hereinafter referred to as the “Settlement Date”). The Pledgee shall have rights to exercise the Pledge according to Article 8 at its discretion on the Settlement Date or thereafter.

2.5

Within the Term of the Pledge (as defined in Article 3.1), the Pledgee shall have rights to accept any dividend, bonus or other distributable interests generated because of the Equity Interest and use it to give priority to the Pledgee. The Pledgors shall deposit or cause Party C to deposit such fructus in the account designated by the Pledgee in writing after receiving the Pledgee’s written requirements. The Pledgors shall not withdraw such fructus deposited in the account deposited in the account designated by the Pledgee in writing without the written consent of the Pledgee.

2.6	Within the term of this Agreement, the Pledgee shall not assume any responsibility for any Equity Interest depreciation unless otherwise caused by the Pledgee’s intentions or gross negligence. In this case, the Pledgors shall have no right to make any claim or request to the Pledgee.

2.7

Without violating Article 2.6 of this Agreement, the Pledgors agree that the Pledgee may auction or sell the Equity Interest on behalf of the Pledgors anytime provided that any value of the Equity Interest is likely to decline and thereby probably impairs the Pledgee’s Rights, and the Pledgors agree that the proceeds from such auction or sales shall be used for debt repayment or such money shall be held in escrow by a notary office of the area where the Pledgee is (All expenses thereby incurred shall be deducted from the proceeds from such auctions or sales).

2.8

The Equity Interest pledge hereunder is a continuous guarantee. It shall be effective until full performance of all Contract Obligations and full repayment of Secured Indebtedness. The Pledgee’s exemption or tolerance of the Pledgors’ any default or the Pledgee’s late exercising of any right under the Transaction Agreement and this Agreement shall not affect the Pledgee’s subsequent rights to require the Pledgors or Party C to strictly perform the Transaction Agreement and this Agreement thereafter according to this Agreement, the relevant PRC laws and the Transaction Agreement, or affect the Pledgee’s subsequent rights against the Pledgor’s or Party C’s breach of the Transaction Agreement and/or this Agreement.

3.	Term of the Pledge

3.1

The pledge shall take effect from the date of registration of the pledge of the Equity Interest under this Agreement at the registration of the industrial and commercial administration department (hereinafter referred to as the “Registration Authority”) of the locality of Party C. The validity period of the pledge (hereinafter referred to as the “Term of the Pledge”) is from the effective date mentioned above until (a) the last Secured Indebtedness and Contract Obligations guaranteed by the Pledge are fully paid and fulfilled; or(b) the Pledgee and/or the Designee shall, subject to the PRC laws, decide to purchase the entire Equity Interest of Party C held by the Pledgors in accordance with the Exclusive Option Agreement, and the Equity Interest of Party C has been transferred to the Pledgee and/or the Designee in accordance with the laws, and the Pledgee and the Designee can legally engage in the business of Party C; or(c) The Pledgee and/or the Designee decides to purchase all the assets of Party C in accordance with the Exclusive Option Agreement subject to the PRC laws, and all the assets of Party C have been transferred to the Pledgee and/or the Designee in accordance with the laws, and the Pledgee and the Designee can legally engage in the business of Party C using the above assets; or(d) The Pledgee unilaterally requests termination of this Agreement (the right of the Pledgee to terminate this Agreement is the right without any restrictive conditions, and the right is only enjoyed by the Pledgee. The Pledgors or Party C does not have the right to terminate this Agreement unilaterally); or(e) Termination in accordance with the requirements of applicable PRC laws and regulations.

3.2

During the Term of the Pledge, if Party B and/or Party C fails to perform its Contract Obligations or pay the Secured Indebtedness (including payment of exclusive consulting or service fees according to the Business Cooperation Agreement or failure to comply with any other aspects of the Transaction Agreement), the Pledgee shall have the right but not the obligation to dispose of the Pledge in accordance with the provisions of this Agreement.

4.	Pledge Registration

4.1

The Pledgors and Party C agree and undertake that, after signing this Agreement, Party C must immediately and the Pledgors must procure Party C to immediately record the arrangements for the Equity Interest pledge hereunder on Party C’s Register of Shareholders on the date of signing this Agreement; and an application shall be submitted to the registration authority for registering the Equity Interest pledge according to the Measures for the Registration of Equity Interest Pledge at Administrative Departments for Industry and Commerce within thirty(30) days after signing this Agreement or within a longer term agreed by the Pledgee. The registration authority shall completely and accurately record matters about such Equity Interest pledge on the register of Equity Interest pledge.

4.2

Within the Term of the Pledge specified hereunder, the Pledgors shall submit original contribution certificate for the Equity Interest and the register of shareholders documenting pledge (and other documents reasonably required by the Pledgee, including but not limited to the notice on pledge registration issued by the administration for industry and commerce) to the Pledgee within one week from the completion date of the Pledge registration in accordance with above Article 4.1. The Pledgee shall keep such documents within the entire pledge term specified hereunder.

5.	Representations and Warranties of the Pledgors and Party C

The Pledgors severally and not jointly represent and warrant to the Pledgee as the following Article 5.1 to 5.13:

5.1	The Pledgor has complete and independent legal status and capacity under the law of the place of registration. Besides, the Pledgor has been legitimately authorized to sign, deliver and perform this Agreement. The Pledgor may be an independent subject of litigations.

5.2

The Pledgor is the sole legal owner and beneficiary of the Equity Interest. The Pledgor has full rights and power to pledge the Equity Interest to the Pledgee according to this Agreement, while the Pledgor shall be also authorized to dispose of the Equity Interest and any part of the Equity Interest. Unless the Pledgor and the Pledgee additionally enter into an agreement, the Pledgor shall possess the legitimate and full title of the Equity Interest.

5.3	Except as otherwise provided in the Transaction Agreement, the Pledgee shall have rights to dispose and transfer the Equity Interest in accordance with this Agreement.

5.4

Except as otherwise provided in the Pledge or the Transaction Agreement, the Pledgor doesn’t set any security interest or other encumbrances on the Equity Interest. There is no dispute on the Equity Interest’s ownership, outstanding tax or fee on the Equity Interest. The ownership of the Equity Interest isn’t detained or subject to restraints of other legal proceedings or similar threats and can be pledged and transferred according to applicable laws.

5.5

The Pledgor’s signing of this Agreement or exercising of any right hereunder or performance of obligations hereunder will not violate or go against any laws, regulations, court awards, arbitration authority’s awards, administrative authorities’ decisions, agreements or contracts binding upon the Pledgor’s assets under which the Pledgor is party, or any commitments that the Pledgor makes to any third party.

5.6	All documents, materials, statements and vouchers that the Pledgor offers to the Pledgee shall be accurate, true, complete and effective no matter if they are offered before or after this agreement takes effect or within the pledge term.

5.7	This Agreement shall constitute lawful, valid and binding obligations on the Pledgor after it is appropriately executed by the Pledgor.

5.8	The Pledgor has full rights and authorities to sign and deliver this Agreement and all other documents on aforementioned transactions hereunder to be executed. In addition, the Pledgor has full rights and authorities to complete such transactions.

5.9

Apart from registering the Equity Interest pledge with a registration authority, any third party’s consent, permission, waiver or authorization, or any government organization’s approval, permission or exemption, or registration or filing formalities handled with any government agency, which are necessary for signing and performing this Agreement and making the Equity Interest pledge effective hereunder, have been obtained or handled, and will keep fully effective within the term of this Agreement.

5.10	The pledge hereunder constitutes the first Security Interest upon the Equity Interest under this Agreement.

5.11	All taxes and fees for obtaining the Equity Interest have been fully paid by the Pledgor.

5.12

The Pledgor, or its property or Equity Interest is not subject to any outstanding lawsuits, legal proceedings or requests or those that are known by the Pledgor to be threatening from any court or arbitration tribunal. Besides, the Pledgor, or its property or Equity Interest is not subject to any of such lawsuits, legal proceedings or requests from any government agency or administrative authority. There is no material or adverse impacts imposed upon the Pledgor’s economic conditions or abilities to fulfill obligations and perform the guarantee responsibilities hereunder.

5.13	Unless otherwise specified hereunder, the Pledgee shall not be hindered from exercising its rights as Pledgee hereunder anywhere and anytime.

5.14

The Pledgors severally and not jointly warrant to the Pledgee that the representations and warranties as stated in the above Article 5.1 to 5.13 shall be true, correct, accurate, complete and fully obeyed anytime under all circumstances before all Contract Obligations are fulfilled or the Secured Indebtedness are fully repaid.

Party C represents and warrants to the Pledgee as follows:

5.15

Party C is a limited liability company lawfully incorporated and validly existing under the PRC laws. Being qualified as independent legal entity, it may act as independent subject of litigation. Formally registered with a competent administration for industry and commerce, Party C has passed all previous annual reports or lawfully submitted the annual reports. With complete and independent legal status and standing, Party C has been appropriately authorized to sign, deliver and perform this Agreement.

5.16	This contract shall constitute legitimate, effective and binding obligations upon Party C after it is appropriately executed by Party C and takes effect.

5.17	Party C owns the full power and authorities to sign and deliver this agreement and all other documents related to transactions hereunder. Party C also owns the full power and authorities to complete such transactions.

5.18

There is no material Security Interest or other encumbrances which might affect the Pledgee’s Rights or Interest in Equity Interest, including but not limited to transfer of any of Party C’s intellectual property or any assets with a worth no less than RMB500,000 (or any other amount separately agreed by the Pledgee and the Pledgors), or any encumbrance in property or rights to use such assets.

5.19

The Equity Interest, or Party C or its assets are not subject to any outstanding lawsuits, arbitrations or other legal proceedings or those known to be threatening by Party C from any court or arbitration tribunal. Besides, the Pledgor, or its property or Equity Interest is not subject to any of such lawsuits, arbitrations or legal proceedings from any government agency or administrative authority. There is no material or adverse impacts imposed upon Party C’s economic conditions or the Pledgor’s or Party C’s abilities to perform the obligations and guarantee responsibilities hereunder.

5.20	Party C hereby agrees to assume joint liability for the Pledgors’ representations and warranties under this Agreement.

5.21

Party C’s signing of this Agreement and exercising of its rights hereunder or fulfillment of its obligations under this Agreement will not violate or conflict with any laws, rules, any court judgments, any arbitration authority’s awards, any administrative authority’s decisions, any agreement or contract under which Party C is bound as a party or its assets are bound, or any commitment that Party C makes to any third party.

5.22	All documents, materials, statements and proofs that Party C provides to the Pledgee shall be accurate, true, complete and valid no matter whether they are provided before or after this Agreement takes effects within the Term of the Pledge.

5.23

Apart from registering the Equity Interest pledge with a registration authority, any third party’s consent, permission, waiver or authorization, or any government organization’s approval, permission or exemption, or registration or filing formalities handled with any government agency, which are necessary for signing and performing this contract and making the Equity Interest pledge effective hereunder, have been obtained or handled, and will continue to be effective within the term of this Agreement.

5.24	The pledge hereunder constitutes the first lien secured Interest upon the Equity Interest under this Agreement.

5.25

Party C hereby undertakes to the Pledgee that all the above representations and warranties shall be true and correct under any circumstance at any time before all Contract Obligations are performed or the Secured Indebtedness is fully repaid, and Party C will completely abide by such representations and warranties.

6.	Undertakings and Further Consents of the Pledgors and Party C

6.1	Within the term of this Agreement, the Pledgors shall hereby severally and not jointly undertake to the Pledgee that:

6.1.1

Except for performing the Exclusive Option Agreement or other Transaction Agreements, the Pledgor shall not transfer or permit others to transfer the Equity Interest in whole or in part, impose or permit others to impose any new pledge, Security Interest or other encumbrance on the Equity Interest which might affect the Pledgee and Interest in the Equity Interest without the prior written consent of the Pledgee. For the Equity Interest transfer performed with the Pledgee’s written consent, the Pledgor shall firstly use the proceeds from such Equity Interest transfer for repaying Secured Indebtedness to the Pledgee or hold the proceeds in escrow by a third person designated by the Pledgee.

6.1.2

The Pledgor must obey and exercise all laws, rules and regulations applicable to the Pledge. Within five(5) days after receiving any notice, order or suggestion on the Pledge from related competent authorities (or any other related departments), the Pledgor shall show the Pledgee such notices, orders or suggestions, or bring forth objections or statements regarding them according to the Pledgee’s reasonable requirements or with the Pledgee’s consent.

6.1.3

The Pledgor shall immediately notify the Pledgee of all events which might affect the Pledgee, the Equity Interest, or any rights of it, or any events affecting the Interest under the Transaction Agreement and this Agreement (including but not limited to any lawsuit, arbitration, other requests, any third party’s dispute over the Equity Interest title, any civil or criminal/administrative proceedings, arbitrations or any other legal proceedings filed against the Pledgor or Equity Interest when the Pledgee’s Pledge is or might be subject to any third party’s adverse impacts, or potential threats of confronting any aforementioned lawsuit, arbitration or legal proceeding judged by the Pledgor), notices received by the Pledgor, and any event which might affect any warranties or obligations of the Pledgor under this Agreement, and take all necessary measures to protect the Pledgee’s Rights and Interest in the pledged Equity Interest according to the Pledgee’s reasonable requirements.

6.2	The Pledgors severally and not jointly agree that the Pledgee’s exercise of the Pledge hereunder shall not be interrupted by the Pledgor or any successor or representative of the Pledgor or any others through legal proceedings.

6.3

To protect or improve the Security Interest granted for repaying Secured Indebtedness and performing Contract Obligations, and ensure the Pledgee’s exercise of the Security Interest over the pledged Equity Interest and such rights, Party C shall immediately and the Pledgors shall cause Party C to register the Equity Interest pledge hereunder with related registration authority within thirty (30) days after signing this Agreement or within a longer period agreed by the Pledgee. Besides, the Pledgors shall appropriately sign and cause other Parties concerned in the Equity Interest pledge to sign all documents designated by the Pledgee (including but not limited to the supplemental agreement of this agreement), certificates, agreements, deeds and/or undertakings. The Pledgors also undertake to take and cause other Parties concerned in the Equity Interest pledge to take actions required by the Pledgee, assist the Pledgee in exercising its rights and authorities hereunder, and sign all related documents regarding the Equity Interest title with the Pledgee or the party designated by the Pledgee. The Pledgors undertake to provide the Pledgee with all notices, orders and decisions on the Pledge within reasonable deadlines at the Pledgee’s request.

6.4

The Pledgors hereby severally and not jointly undertake to the Pledgee to obey and perform all warranties, undertakings, agreements, statements and requirements under this Agreement. Subject to other terms of this Agreement (including but not limited to Article 19.2), the Pledgors shall compensate the Pledgee all losses thereby incurred if the Pledgors fail to perform or only partially perform their warranties, undertakings, agreements, statements and requirements hereunder.

6.5

The Pledgors (severally and not jointly) shall make every effort (including offering other guarantees to the court or taking other measures to rescind the court’s or other departments’ coercive measures against the Equity Interest) in case that any court or other government agency takes any compulsory measures against the Equity Interest pledged hereunder.

6.6

Subject to other terms of this Agreement (including but not limited to Articles 19.1 and 19.2), if the Equity Interest is concerned in any property preservation or compulsory enforcement, or is likely to depreciate or be loss to impair the Pledge, the Pledgors shall immediately inform the Pledgee of such circumstances in writing, and cooperatively take effective measures for protecting the Pledge and Interest together with the Pledgee. The Pledgee may auction or sell the Equity Interest anytime, and firstly use the proceeds from such auction or sales for advance Secured Indebtedness repayment or drawing. All expenses thereby incurred shall be borne by the Pledgor.

6.7

Without the prior written consent of the Pledgee, the Pledgors (severally and not jointly) and/or Party C shall not by themselves (or assisting others to) increase, reduce or transfer Party C’s registered capital (or their amount of contributions to Party C), or impose any encumbrance on the registered capital (including the Equity Interest). On the premise of following this provision, Party C’s equity that the Pledgors register and obtain after the signing date of this Agreement (hereinafter referred to as the “Extra Equity Interest”) and corresponding capital stock of such Equity Interest in Party C’s registered capital must be also deemed the Equity Interest that the Pledgors pledge to the Pledgee in accordance with this Agreement. The Pledgors and Party C shall immediately enter into a supplementary share pledge agreement on the Extra Equity Interest with the Pledgee at the time of obtaining such extra Equity Interest, request Party C’s Board of Directors to approve the supplementary share pledge agreement. Besides, they shall offer the Pledgee all necessary documents for signing the supplementary share pledge agreement, including but not limited to the original capital contribution certificate on such extra Equity Interest issued by Party C. The Pledgor and Party C shall handle formalities for registering the pledge of such extra Equity Interest (or changes) in accordance with Article 4.1 of this Agreement, and deliver related documents to the Pledgee for safekeeping according to Article 4.2 of this Agreement.

6.8

Unless otherwise instructed by the Pledgee in writing in advance, the Pledgors (severally and not jointly) and/or Party C agree that if the Equity Interest are transferred between the Pledgors and any third party (hereinafter referred to as the “Equity Interest Assignee”) against this Agreement in part or in whole, the Pledgee and/or Party C shall ensure that the Equity Interest Assignee unconditionally admits the Pledge and handles the necessary formalities for registering the pledge changes (including but not limited to signing related documents) in order to guarantee survival of the Pledge.

6.9

If the Pledgee provides loans to Party C, the Pledgors (severally and not jointly) and/or Party C agree to grant the Pledgee the Pledge by pledging the Equity Interest as collateral, in order to guarantee the loan, and handle related formalities as soon as possible according to laws, regulations or local practices (if any), including but not limited to signing related documents and handling formalities for registering pledge or pledge changes.

6.10	The Pledgors shall not or allow anyone to take any actions which might have adverse effects on the Pledge or Equity Interest under the Transaction Agreement and this Agreement. Hereby, the Pledgors irrevocably waiver the preemptive rights when the Pledgee exercises the Pledge.

6.11	When it is necessary to transfer any Equity Interest for exercising the Pledge hereunder, the Pledgors undertake to make such transfer possible by taking all measures to the extent permitted by the PRC laws.

6.12	The Pledgors ensure that Party C shall not provide a loan or obtain a loan, or provide guarantees in any forms, or be liable for any substantial obligations except in the ordinary business and operation;

6.13

The Pledgors shall ensure that the procedures for convening meetings and ways for voting/making decisions by the Board of Directors for signing this Agreement, imposing the Pledge and exercising the Pledge do not violate laws, administrative regulations or Party C’s articles of associations and joint venture contract.

6.14	Before the Contract Obligations are fulfilled and the Secured Indebtedness is fully repaid, the Pledgors shall not abandon the Equity Interest pledged to the Pledgee herein, and/or abandon the fructus generated for holding such Equity Interest, including but not limited to dividends.

6.15	Before all Contract Obligations are fulfilled and the Secured Indebtedness is fully repaid, the Pledgors shall not allow Party C to transfer, sell or dispose of any of its assets in any other way through any resolution without the Pledgee’s prior written consent.

6.16	The Pledgors as shareholders of Party C shall not abuse their shareholder rights to damage Party C’s interests. If there is a situation in which the Pledgors abuse the shareholder rights, the Pledgee has the right to exercise the Purchase Right under the Exclusive Option Agreement.

6.17

If any revision, supplementation or update of this Agreement cannot take effect until the corresponding procedures for examination/approval and/or registration of pledge changes are completed as stipulated by applicable laws, Party C shall, and Party B shall take all necessary measures to cooperate with Party C to register such changes with the relevant registration authorities within five (5) days of the revision, supplementation or update.

Party C undertakes and further agrees that:

6.18

If any third party’s consent, permission, waiver or authorization or any government organization’s approval, permission or exemption or registration or filing with any government organizations are necessary for signing/performing this Agreement and pledging the Equity Interest hereunder, Party C shall try its best to assist in handling such formalities and keep them fully effective within the term of this Agreement. Party C shall handle registration formalities for extending its business term if it expires within the term of this Agreement, in order to maintain effectiveness of this Agreement.

6.19	Without the Pledgee’s prior written consent, Party C shall not help or allow the Pledgors to impose any new pledge on Equity Interest, or authorize any other Security Interest or encumbrances, or help or permit the Pledgors to transfer the Equity Interest.

6.20	Party C agrees to strictly perform the obligations under articles 6.3, 6.7, 6.8, 6.9, 6.11, 6.12, 6.14 and 6.15 under this Agreement.

6.21

Without the Pledgee’s prior written consent, Party C shall not transfer or sell Party C’s assets or impose or allow others to impose any Security Interest or other encumbrances which might impact the Pledgee’s Equity Interest rights and interests, including but not limited to transfer of any of Party C’s intellectual property or any assets with a worth of no less than RMB500,000 (or any other amount separately agreed by the Pledgee and the Pledgors) or any encumbrance in property or rights to use such assets.

6.22

When there is any lawsuit, arbitration or other request which might have adverse impacts upon interests of Party C, Equity Interest or the Pledgee under the Transaction Agreement and this Agreement, Party C undertakes to promptly notify the Pledgee in writing, and take all necessary measures for protecting the Pledgee’s pledge rights over the pledged Equity Interest according to the Pledgee’s reasonable requests.

6.23	Party C shall not or allow anyone to take any actions which might have adverse impacts upon the Pledgee’s interests or Equity Interest under the Transaction Agreement and this Agreement.

6.24	Party C shall provide the Pledgee with financial statements of the preceding quarter of the Gregorian calendar (including but not limited to the balance sheet, income statement and cash flow statement) within the first month of each quarter of the Gregorian calendar.

6.25	Party C undertakes to take all necessary measures and sign all necessary documents in accordance with the reasonable requirements of the Pledgee so as to protect the Pledgee’s pledge rights and interests in the pledged Equity Interest, exercise and realize such rights and interests.

6.26	When it is necessary to transfer any Equity Interest for exercising of the Pledge hereunder, Party C undertakes to make such transfer possible by taking all measures.

6.27

In the event of the pledgor’s death, incapacity, marriage, divorce, bankruptcy, liquidation, dissolution or other circumstances which might impact its exercising of Party C’s Equity Interest, the Pledgor’s successor, or Party C’s current shareholder or assignee shall be deemed as party of this Agreement to inherit/bear all of the Pledgor’s rights and obligations under this Agreement.

6.28

This Agreement shall be terminated if Party C is required to be dissolved or liquidated by the PRC laws; Party C shall (and Party B shall allow Party C) shall transfer all its assets including the Equity Interest to Party A without charge or at the minimum prices and within the limits permitted by the current PRC laws, or the current liquidator shall dispose of all Party C’s assets including the Equity Interest at its discretion for the purpose of protecting interests of shareholders and/or creditors of Party A’s direct or indirect parents overseas.

6.29	All Parties undertake to each other that they shall terminate this Agreement immediately once the Pledgee is permitted by the PRC laws and the Pledgee decides to purchase all of Party C’s Equity Interest from the Pledgors in accordance with the Exclusive Option Agreement.

7.	Event of Default

7.1	All of following circumstances shall be deemed Event of Default:

7.1.1

The Pledgors violate or fail to perform any Contract Obligations under the Exclusive Option Agreement, the Shareholder Voting Rights Entrustment Agreement, the Loan Agreement and/or this Agreement; Party C violates or fails to perform any Contract Obligations under the Transaction Agreement and/or this Agreement;

7.1.2

Any representation or warranty made by the Pledgors under Article 5 of this Agreement contain material misstatements or errors, and/or the Pledgors violate any warranty under Article 5 of this Agreement, and/or any undertakings under Article 6 of this Agreement;

7.1.3

Party C fails or Party B fails to assist Party C to register Equity Interest pledge with related registration authority according to Article 4.1;

7.1.4

The Pledgors and Party C violate any rules or articles of this Agreement;

7.1.5

Unless otherwise clearly specified in Article 6.1.1, the Pledgors transfer or intend to transfer or abandon pledged Equity Interest or transfer pledged Equity Interest without the Pledgee’s written consent;

7.1.6

The Pledgors’ loans, undertakings, compensations, commitments or other debts to a third party (a) are required to be repaid or performed ahead of time due to the Pledgors’ breach of the relevant agreement with the third party; or (b) have become due, but cannot be repaid or performed on time;

7.1.7

The Pledgors cannot repay general debts or other debts;

7.1.8

Any approval, license, consent, permission or authorization from government organizations making this Agreement compulsorily enforceable, legitimate and effective is revoked, terminated, nullified or changes substantively;

7.1.9

The promulgation of applicable laws makes this Agreement illegal or makes it impossible for the Pledgors to continue to perform the obligations under this Agreement;

7.1.10

The Pledgee believes that the Pledgors’ abilities to fulfill its obligations under this Agreement have been affected in case of adverse changes to the Pledgors’ property.

7.1.11

Party C or its heir or trustee can only partially perform or refuses to perform its payment responsibilities under the Business Cooperation Agreement, and/or Party C can only partially repay or refuse to repay the Secured Indebtedness; and

7.1.12

Any other circumstances under which the Pledgee can’t or might not exercise its rights of Pledge.

7.2	The Pledgors and Party C shall immediately notify the Pledgee in writing once any circumstances mentioned in Article 7.1 are known or discovered, or any events leading to above circumstances have occurred..

7.3

Subject to other terms of this Agreement (including but not limited to Article 19.1 and 19.2), unless the Event of Default listed in Article 7.1 has been solved to the Pledgee’s satisfaction within thirty (30) days after receiving the Pledgee’s notice, the Pledgee may issue a Notice of Default to the Pledgors when such Event of Default occurs or any time after the occurrence, and exercise all its remedial rights and power against the defaults under the PRC laws, Transaction Agreement and this Agreement, including but not limited to:

(a)

asking Party C to immediately make all outstanding payments due under the Business Cooperation Agreement, repay all debts due under the Transaction Agreement, make all other payables due to the Pledgee, and/or repay the loan; and/or

(b)

disposing of the Pledge according to Article 8 of this Agreement; and/or disposing of the pledged Equity Interest in other ways (including but not limited to giving discounts to the Equity Interest in whole or in part, and enjoying the priority of compensation from the proceeds of the Equity Interest auction and sales).

Subject to other terms of this Agreement (including but not limited to Article 19.1 and 19.2), the Pledgee shall have rights to exercise any of such rights based on its independent judgments and choices. Under this situation, all other Parties of this Agreement shall unconditionally agree and fully collaborate. The Pledgee shall not assume any responsibility for any loss resulting from its appropriate exercise of such rights and power.

7.4	The Pledgee shall be authorized to appoint its lawyer or other agent in writing to exercise any and all such rights and power, while the Pledgors or Party C shall not raise any objection to such appointment.

7.5

Subject to other terms of this Agreement (including but not limited to Article 19.1 and 19.2), the Pledgee shall be authorized to simultaneously or successively exercise any of its remedies. Before exercising its rights to auction or sell the Equity Interest under this Agreement, the Pledgee need not exercise other remedies in advance.

8.	Exercise of the Pledge

8.1	Except for fulfilling the Exclusive Option Agreement or other Transaction Agreement, before all Contract Obligations are performed and the Secured Indebtedness is fully repaid, the Pledgors shall not transfer their rights or Equity Interest in Party C without the Pledgee’s prior written consent.

8.2	The Pledgee may issue a Notice of Default to the Pledgors according to Article 7.3 in exercising the Pledge.

8.3

Subject to the provisions of Article 7.3, the Pledgee may compulsorily enforce the Pledge while issuing a Notice of Default according to Article 7.3 or any time after issuing such notice. The Pledgors shall cease to own any Equity Interest-related rights or interests once the Pledgee decides on the compulsory enforcement of the Pledge.

8.4	When the Pledgee exercises the Pledge, within the scope of the license and in accordance with applicable laws, the Pledgee shall have disposition rights of the pledged Equity Interest, all payments received from the Pledge in exercising the Pledge shall be disposed of in the following order:

(a)

Pay all fees incurred for disposition of the Equity Interest and the Pledgee’s exercising of its rights and power, including the lawyer fees and agent’s fees;

(b)

Pay taxes for disposing of the Equity Interest;

(c)

If there is a surplus after the above payments are deducted, the balance (excluding interests) shall be paid to the Pledgors or held in escrow by a third party authorized to receive such money according to the relevant PRC laws or a local notary office of the place where the Pledgee is based (all expenses thereby incurred shall be deducted from such balance).

8.5	The Pledgors and Party C shall provide necessary assistance when the Pledgee disposes of the Pledge according to this Agreement, in order for the Pledgee to compulsorily enforce the Pledge according to this Agreement.

8.6

All actual outlays, taxes and legal fees related to the Equity Interest pledge and the Pledgee’s exercising of rights under this Agreement shall be assumed by Party C, except for those borne by the Pledgee as specified by laws. The Pledgee shall be authorized to deduct such expenses from the money earned from its exercising of rights and power on an accrual basis.

8.7	The amount of the Secured Indebtedness independently confirmed by the Pledgee in exercising the Pledge over the Equity Interest according to this Agreement shall be deemed as conclusive evidence of Secured Indebtedness under this Agreement.

9.	Transfer

9.1	The Pledgors shall not transfer their rights and obligations under this Agreement without the Pledgee’s prior written consent.

9.2

The Pledgors and Party C agree that, on the premise of not violating the current PRC laws, the Pledgee may assign or transfer any of its rights exercisable under this Agreement, Transaction Agreement and other security documents to a third party in any way and according to articles and requirements that it deems appropriate (including the rights to reassign) after notifying the Pledgors and Party C.

9.3	This Agreement shall be binding upon the Pledgors, Party C and their respective heirs and authorized assignees (if any) and shall be effective for the Pledgee, its heirs and assignees.

9.4

When the Pledgee transfers any or all of its rights and obligations under Transaction Agreement to its designated party anytime, the assignee shall enjoy and perform the Pledgee’s rights and obligations under this Agreement as if it were an original party of this Agreement. The Pledgors and/or Party C shall sign pertinent agreements or other documents related to such transfer at the Pledgee’s request when the Pledgee transfers its rights and obligations under the Transaction Agreement.

9.5

If the Pledgee changes according to the Transaction Agreement or this Agreement, the Pledgors and Party C shall enter into a new Share Pledge Agreement with the new Pledgee according to the same articles and requirements of this Agreement, and handle corresponding formalities for pledge registration.

9.6

The Pledgors shall strictly comply with provisions of this Agreement and other agreements executed by the Pledgors, including Transaction Agreement, and perform the obligations under this Agreement and other agreements (including Transaction Agreement) without any act or omission which might affect effectiveness and enforceability of such obligations. Unless otherwise instructed by the Pledgee in writing, the Pledgors shall not exercise any remaining rights in the Equity Interest pledged under this Agreement.

10.

Termination

When the Term of the Pledge expires, this Agreement terminates, and the Pledgee shall cancel or terminate this Agreement as soon as possible to the extent feasible and practicable, and rescind the Equity Interest pledge under this Agreement. Besides, the Pledgors and Party C shall document the release of the Equity Interest pledge on Party C’s Register of Shareholders and register such cancellation with the relevant registration authority. The reasonable expenses incurred for releasing the Equity Interest pledge shall be borne by Party C. Article 12, Article 13, Article 19.1 and Article 19.2 shall survive the termination of this Agreement.

11.

Commissions and Other Expenses

All expenses and actual outlays related to this Agreement, including but not limited to lawyers’ fees, flat costs, stamp duties, any other taxes and fees, shall be borne by Party C. Party C shall fully reimburse the Pledgee for such paid taxes and fees if the Pledgee is required to bear some related taxes and fees as stipulated by applicable laws.

12.

Confidentiality

All Parties admit that all oral or written materials exchanged with respect to this Agreement are confidential. All Parties are required to keep such materials confidential. Without the prior written consent of all other Parties, no party is allowed to disclose any related materials to a third party unless in following cases: (a) such materials have been known to the public (but not disclosed by the party receiving such materials); (b) the materials are required to be disclosed by applicable laws or rules of any securities exchange; or (c) any Party of this Agreement discloses the materials to its legal adviser or financial adviser regarding the transactions specified hereunder, and such legal adviser or financial adviser is bound by the same confidentiality obligations as those under this article; or (d) any Party that is a limited partnership (or a direct or indirect affiliate or subsidiary of the limited partnership) discloses the above confidential information to the general partner, manager and existing or potential limited partners of the limited partnership. The disclosure of any confidential information by staff or organizations hired by any Party shall be deemed as such party’s disclosure of such confidential materials, and such party shall assume legal responsibilities for violating this Agreement. This article shall survive the termination of this Agreement, notwithstanding the reason of termination.

13.

Governing Laws and Dispute Resolution

13.1	The signing, effectiveness, interpretation, performance, modification and termination of this Agreement as well as dispute resolution hereunder shall be governed by the PRC laws.

13.2

In case that any dispute occurs in interpreting and performing this agreement, the Parties of this agreement shall firstly try to resolve it through negotiation in good faith. If the Parties fail to reach a consensus on such dispute resolution through negotiation within thirty (30) days as required by any Party, any Party may submit such dispute to the Beijing Arbitration Commission, which will resolve the dispute through arbitration according to current effective arbitration rules. The arbitration shall be performed in Beijing in Chinese. The arbitration awards shall be final and binding upon all Parties. The arbitration tribunal may decide upon compensation with respect to Party C’s rights in the Equity Interest, assets or property, or compensate the Pledgee for the losses resulting from other Parties’ breach of this agreement, adjudicate compulsory remedies or order Party C to go bankrupt regarding related businesses or compulsory asset transfer. After arbitration awards take effects, any Party shall be authorized to apply to a competent court for enforcing arbitration awards. If necessary, arbitration organizations shall have rights to firstly ask the breaching party to immediately stop its defaults before giving the final awards on disputes of all Parties concerned, or prohibit the breaching party from conducting acts which might aggravate the Pledgee’s losses. Courts of Hong Kong, Cayman Islands or other competent courts (including courts of the place where Party C lives, or courts of the place where Party C’s or the Pledgee’s main assets are) shall have rights to grant or execute awards of an arbitration tribunal. They shall have rights to adjudicate or enforce temporary relief with respect to Party C’s rights and interests in the Equity Interest or property. They shall also have rights to offer temporary relief to the party making a request for arbitration by giving awards or judgments before the tribunal court forms. For instance, the breaching party may be ordered by way of court judgment or arbitrated award to immediately suspend their breaches or conduct which might further aggravate the Pledgee’s losses.

13.3	When any dispute occurs in interpreting or performing this Agreement, or any dispute is under arbitration, Parties of this Agreement shall continue to exercise their rights and performing their respective obligations under this Agreement except for disputed matters.

13.4

If any law of the PRC, rule or regulation is promulgated or revised after the date of signing this agreement, or the interpretation or applicability of such law, rule or regulation changes, the following provisions shall apply: In the case of PRC laws (a) if the revised laws or newly promulgated rules are more preferential for any Party as compared to laws, rules or regulations in effect at the time this Agreement was executed without imposing material adverse impacts upon other Parties, the Parties of this Agreement shall promptly apply for obtaining benefits from such modifications or new rules and try their best to have the application approved; or (b) the original articles of this Agreement shall prevail if such revised laws or newly enacted rules directly or indirectly impose material adverse impacts upon any Party’s economic interests under this Agreement. The Parties shall seek to be exempted from these revised laws or new rules by all lawful means. If the adverse impacts on any Party’s economic benefits cannot be alleviated according to this Agreement, all Parties shall promptly negotiate with each other and make all necessary revisions to this Agreement after the affected party notifies all other Parties and protect the affected party’s economic interests.

14.

Force Majeure

14.1

“Force majeure” means unforeseeable, unavoidable and irresistible events which make it impossible to perform this Agreement in part or in whole. Such events include but are not limited to earthquake, typhoon, flood, wars, strike, riot, government actions, or changes to laws or rules or their application.

14.2

In the event of a force majeure incident, a party’s obligations under this Agreement shall be naturally suspended for the delay caused by the incident, and the term for performing its obligations shall be extended accordingly. Such party shall not be subject to any punishment or assume any responsibility. In case of a force majeure incident, all Parties shall immediately negotiate with each other to look for a fair solution, and make every reasonable effort to minimize impacts of force majeure.

15.

Notices

15.1

All notices and other communications which are issued as required or permitted by this Agreement shall be delivered in person or sent to the Parties’ address and fax number listed in Appendix I through registered mail, postage prepaid, commercial express delivery services or fax. The date of effective delivery of such notices shall be determined as follows:

15.1.1

The notices shall be deemed to have been delivered to the designated address on the date of sending or rejection if they are delivered in person, express delivery services or registered mail, postage prepaid.

15.1.2

The notices shall be deemed to have been delivered if they are successfully sent by fax (should be confirmed by the message automatically generated upon successful delivery).

15.2	Any party may issue a notice to all other Parties according to this article to inform them of the address or fax number, which can be changed from time to time.

16.

Severability

If one or more articles of this Agreement are adjudicated to be ineffective, illegitimate or unenforceable in any aspect according to any laws, rules or regulations, validity, legitimacy or enforceability of other articles of this Agreement shall not be affected or impaired in any aspect. All Parties shall strive to replace such ineffective, illegitimate or unenforceable articles with valid ones to the maximum extent permitted by laws and expected by Parties. The economic results from such invalid articles shall be as similar as possible to those from ineffective, illegal or unenforceable articles.

17.

Appendixes

Appendixes hereunder shall be integral parts of this Agreement.

18.

Effectiveness, Revision, Modification, Supplementation and Texts

18.1

This Agreement shall become effective from the date of signing by the Parties, and the Equity Interest pledge under this Agreement shall become effective from the date on which the registration authority completes the relevant registration procedures. The terms of this Agreement shall end if the contractual obligations have been fully performed or the Term of the Pledge is terminated pursuant to this Article 3.

18.2	All revisions, modifications and supplementations of this agreement shall be in writing. They shall take effects after they are executed or stamped by all Parties hereunder and governmental registration procedures (if applicable) are completed.

18.3

18.4	This Agreement is made in six (6) copies. Each party shall hold one (1) copy and one (1) copy shall be reported to the registration authority. All copies shall have equal legal forces.

19.

Others

19.1	Notwithstanding any other provision of this Agreement or any other Transaction Agreement or any other document or law, the Pledgors’ obligations and liabilities under this Agreement are several and not joint.

19.2

Notwithstanding any other provision of this Agreement or any other Transaction Agreement or any other document or law, (1) The Pledgee shall not exercise any of its rights to any investor Party B under this Agreement (including but not limited to exercising the Pledge), unless the Pledgee exercises the right to all Pledgors at the same time or all directors of Cayman Company agree otherwise; (2) Investor Party B’s entire and any obligations or liabilities under this Agreement and the transaction documents are limited to the respective Equity Interest of Party C held by them. Except for the Equity Interest of Party C held by Party B, no other party may make any claim to Investor Party B’s other assets in respect of all and any obligations under this Agreement and the transaction documents; and (3) if Investor Party B violates any warranties, commitments, agreements, representations or conditions of this Agreement, the Exclusive Option Agreement, the Business Cooperation Agreement or other Transaction Agreement, the sole right of the Pledgee is only to exercise the Pledge to the Equity Interest of Party C held by the Investor Party B in accordance with Article 8 of this Agreement or exercise the right to purchase the Equity Interest of Party C held by the Investor Party B in accordance with the Exclusive Option Agreement. But Investor Party B does not assume any other liability for the Pledgee or any other person. This article shall survive the termination of this Agreement.

19.3

Except for the written revisions, supplementations or modifications made after the date of signing, this Agreement shall constitute the entire agreement concluded among all Parties hereunder regarding the subject matter of this Agreement. It shall supersede all previous oral and written negotiations, statements and contracts concluded regarding the subject matter of this Agreement.

19.4	This Agreement shall be binding upon and beneficial to all Parties’ respective heirs and authorized assignees.

19.5

Any Party may waive its rights under this Agreement, whereas such waiver shall be in writing and approved by all Parties’ signatures. Any Party’s waiver against another party’s breach of this Agreement under certain circumstance shall not be deemed as its waiver against such party’s similar breaches under other circumstances.

19.6	The headings of this Agreement are only for the convenience of reading. They shall not be used for interpreting, describing or impacting definitions under this Agreement in other aspects.

19.7	All Parties agree to promptly sign documents and take further actions which are reasonably necessary or convenient to perform this Agreement and achieve its purposes.

19.8

To the extent there is no violation of other articles of the Transaction Agreement and this Agreement, the Pledgors and Party C shall immediately take actions according to the Pledgee’s written instructions and reasonable requirements provided that the enactment or changes of any laws, rules or regulations of the PRC, or changes to the interpretation or applicability of such laws, rules or regulations, or changes to related registration procedures make the Pledgee believe that keeping this Agreement or the Pledge under this Agreement effective and/or disposing of the Equity Interest in ways designated under this Agreement may become illegal or violate such laws, rules or regulations, in order to: (a) keep this Agreement and the Pledge hereunder effective; (b) for the convenience of disposition of the Equity Interest in ways specified by this Agreement; and/or (c) maintain the guarantees which have been or are to be established by this Agreement.

19.9

This Agreement is a legal document independent of Transaction Agreement and other security documents, the invalidity of which shall not affect all Parties’ rights or obligations under this Agreement. If Transaction Agreement or other security documents are announced to be invalid, but the Pledgors still have remaining Contract Obligations and/or Party C still owes Secured Indebtedness to the Pledgee, the Equity Interest under this Agreement shall still be used as collateral for pledging the Contract Obligations and Secured Indebtedness until the Secured Indebtedness is fully repaid and all Contract Obligations are performed.

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IN WITNESS WHEREOF, the Parties have executed this Share Pledge Agreement as of the date and at the address first above written.

Xi’an Jingxundi Supply Chain Technology Co., Ltd. (seal)

/s/ Xi’an Jingxundi Supply Chain Technology Co., Ltd.

(Seal of Xi’an Jingxundi Supply Chain Technology Co., Ltd.)

(This page is intentionally left blank and is the signing page of this Share Pledge Agreement)

IN WITNESS WHEREOF, the Parties have executed this Share Pledge Agreement as of the date and at the address first above written.

Xi’an Jingdong Xincheng Information Technology Co., Ltd. (seal)

/s/ Xi’an Jingdong Xincheng Information Technology Co., Ltd.

(Seal of Xi’an Jingdong Xincheng Information Technology Co., Ltd.)

(This page is intentionally left blank and is the signing page of this Share Pledge Agreement)

IN WITNESS WHEREOF, the Parties have executed this Share Pledge Agreement as of the date and at the address first above written.

Richard Qiangdong Liu


By:		/s/ Richard Qiangdong Liu

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IN WITNESS WHEREOF, the Parties have executed this Share Pledge Agreement as of the date and at the address first above written.

Yayun Li


By:		/s/ Yayun Li

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IN WITNESS WHEREOF, the Parties have executed this Share Pledge Agreement as of the date and at the address first above written.

Pang Zhang


By:		/s/ Pang Zhang

Appendix I

For the purpose of notices, the addresses of the Parties are as follows:

Party A:

Xi’an Jingxundi Supply Chain Technology Co., Ltd.

Address: ***

Receipt: ***

Party B:

Richard Qiangdong Liu

Address: ***

Yayun Li

Address: ***

Pang Zhang

Address: ***

Party C:

Xi’an Jingdong Xincheng Information Technology Co., Ltd.

Address: ***

Receipt: ***

Schedule A

The following schedule sets forth information about the share pledge agreements substantially in form as this exhibit that the Registrant entered into with certain other Chinese variable interest entities. Other than the information set forth below, there is no material difference between such other agreements and this exhibit.


VIE	Executing Parties	Capital Contribution	Date of Entitlement to all Proceeds for Pledgee	Effective Date	Execution Date
Suqian Jingdong Tianning Jiankang Technology Co., Ltd.	Party A: Beijing Jingdong Jiankang Co., Ltd. Party B: Richard Qiangdong Liu, Yayun Li and Pang Zhang Party C: Suqian Jingdong Tianning Jiankang Technology Co., Ltd.	The registered capital of Suqian Jingdong Tianning Jiankang Technology Co., Ltd. is RMB1,000,000. The capital contribution amount and shareholding percentage of the shareholders are as follows: Richard Qiangdong Liu: RMB450,000.00 (45%) Yayun Li: RMB300,000.00 (30%) Pang Zhang: RMB250,000.00 (25%)	September 17, 2020	September 17, 2020	September 17, 2020

Guangdong Jingxi Logistics Technology Co., Ltd.	Party A: Jingdong Logistics Supply Chain Co., Ltd. Party B: Jian Cui and Dingkai Yu Party C: Guangdong Jingxi Logistics Technology Co., Ltd.	The registered capital of Guangdong Jingxi Logistics Technology Co., Ltd. is RMB5,000,000. The capital contribution amount and shareholding percentage of the shareholders are as follows: Jian Cui: RMB2,500,000 (50%) Dingkai Yu: RMB2,500,000 (50%)	January 25, 2021	January 25, 2021	January 25, 2021

Exhibit 4.25

Equity Pledge Agreement

This EQUITY PLEDGE AGREEMENT, (this “Agreement”), dated August 25, 2016, is made in Beijing, the People’s Republic of China (“PRC”) by and among:

Party A: Beijing Jingdong Century Trade Co., Ltd.

Registered address: Room B168, Building 2, No. 99, Kechuang 14 Street, Beijing

Economic and Technological Development Zone, Beijing

Party B: Richard Qiangdong Liu;

Pang Zhang;

Yayun Li

Party C: Beijing Jiasheng Investment Management Co., Ltd.

Registered address: Floor 20, Block A, Building 1, 19 Ronghua Middle Street, Beijing

Economic and Technological Development Zone, Beijing

(Party B is referred to as “Pledgors” collectively or “Pledgor” separately hereinafter; Party A is referred to as “Pledgee” hereinafter; and either the Pledgors or the Pledgee is individually referred to as a “Party” and collectively referred to as the “Parties”.)

Whereas,

(1)	Beijing Jiasheng Investment Management Co., Ltd. (“Beijing Company”) is a limited liability company duly incorporated and validly existing under the PRC laws.

(2)	The Pledgors hold 100% equity interests of Beijing Company in total, of which 45%, 30% and 25% equity interests are owned by Richard Qiangdong Liu, Yayun Li and Pang Zhang, respectively.

(3)	The Pledgee is a wholly foreign owned company duly incorporated and existing under the laws of the PRC.

(4)	The Pledgee and Beijing Company entered into an Exclusive Technology Consulting and Service Agreement on August 25, 2016 (“Services Agreement”).

(5)

The Pledgors and the Pledgee entered into a Loan Agreement on August 25, 2016 (“Loan Agreement”), and entered into an Exclusive Purchase Option Agreement on August 25, 2016 (“Exclusive Purchase Option Agreement”). In addition, the Pledgors delivered the Power of Attorney to the Pledgee on August 25, 2016 (“Power of Attorney”, together with the Services Agreement, Loan Agreement and Exclusive Purchase Option Agreement, collectively referred as “Master Agreement”).

(6)

In order to secure the Pledgors’ performance of their obligations under this Agreement, the Loan Agreement, the Exclusive Purchase Option Agreement and the Power of Attorney, and in order to ensure Beijing Company to be able to perform its obligations under the Services Agreement, the Pledgors hereby pledge all the equity interests held by them in Beijing Company as the guaranty for their and/or Beijing Company’s performance of obligations under the Master Agreement.

NOW, THEREFORE, the Parties hereby agree as follows through friendly negotiations:

1.	Definition

Unless otherwise specified herein, the following words shall have the meanings as follows:

1.1

1.2

Pledged Equity Interests: means all the equity interests duly held by the Pledgors in Beijing Company, i.e. 100% equity interests of Beijing Company, as well as all the other rights created over it.

1.3

Term of Pledge: means the period of term specified in Article 3 hereof.

1.4

Event of Default: means any of the circumstances listed in Article 7 hereof.

1.5

Notice of Default: means any notice issued by the Pledgee to the Pledgors in accordance with this Agreement specifying an Event of Default.

2.	Pledge Right and Scope of Guaranty

2.1

The Pledgors agree to pledge all the Pledged Equity Interests to the Pledgee as the guaranty for their and/or Beijing Company’s performance of all the obligations under the Master Agreement and all the liabilities of indemnification to the Pledgee which may arise due to the invalidity or cancellation of the Master Agreement. Beijing Company agrees with such equity pledge arrangement.

2.2

3.	Creation and Term of Pledge

3.1

The Pledge Right hereunder shall be reflected on the register of shareholders and the capital contribution certificate of Beijing Company in accordance with the form as attached to this Agreement.

3.2

The term of the Pledge Right is two (2) years effective from the registration of pledge of equity interests with the Administration for Industry and Commerce of the place where Beijing Company is registered, till the day on which all the obligations under the Master Agreement are fully performed (“Term of Pledge”).

3.3

During the Term of Pledge, if the Pledgors and/or Beijing Company fails to perform any obligation under or arising from the Master Agreement, the Pledgee has the right to dispose of the Pledge Right in accordance with Article 8 hereof.

4.	Possession of Pledge Certificates

4.1

The Pledgors shall deliver the register of shareholders and capital contribution certificate of Beijing Company which reflects the pledge of equity interests as mentioned in above Article 3 within three (3) business days upon the pledge is recorded on such documents, to the Pledgee for its possession , and the Pledgee is obligated to keep the received pledge documents.

4.2

The Pledgee is entitled to all the proceeds in cash including the dividends and all the other non-cash proceeds arising from the Pledge Equity Interests since August 25, 2016.

5.	Representations and Warranties of the Pledgors

5.1

The Pledgors are the legal owners of Pledged Equity Interests.

5.2

Once the Pledgee intends to exercise the rights of the Pledgee under this Agreement anytime, it shall be protected from any interference from any other party.

5.3

The Pledgee has the right to dispose of or transfer the Pledge Right in the way as described hereunder.

5.4

Neither of the Pledgors has ever created any other pledge right or any other third party right over the equity interests except towards the Pledgee.

6.	Covenants from the Pledgor

6.1

During the term of this Agreement, the Pledgors covenant to the Pledgee as follows:

6.1.1

Without prior written consent of the Pledgee, the Pledgors should not transfer the Pledged Equity Interests, or create or allow creation of any new pledge or any other security upon the Pledged Equity Interests which may impair the rights and/or interest of the Pledgee, except for the transfer of equity interests to the Pledgee or the person designated by the Pledgee in accordance with the Exclusive Purchase Option Agreement.

6.1.2

The Pledgors shall abide by and exercise all the provisions of laws and regulations in relation to the pledge of rights, and shall present the Pledgee any and all notices, directions or suggestions issued by related competent authorities within two (2) days upon the receipt of such notices, directions or suggestions, and shall comply with such notices, directions or suggestions, or present its opposite opinions and representations regarding the above mentioned issues according to the reasonable request of the Pledgee or with the consent from the Pledgee;

6.1.3

The Pledgors shall give prompt notice to the Pledgee regarding any occurrence or received notice which may influence the equity interests or any part of the equity interests held by the Pledgee, or may change any warranties or obligations of the Pledgors under this Agreement or may influence the performance of obligations by the Pledgors hereunder.

6.2

The Pledgors agree that, the right of the Pledgee to exercise of Pledge Right hereunder in accordance with this Agreement, shall not be interfered or impaired by any legal proceedings taken by the Pledgors, or the successor or designated person of the Pledgors or any other person.

6.3

The Pledgors warrant to the Pledgee that, in order to protect or consummate the guaranty provided by this Agreement regarding the performance of the Master Agreement, the Pledgors will faithfully sign, or cause any other party which is materially related to the Pledge Right to sign, any and all right certificates and deeds, and/or take, or cause any other party which is materially related to the Pledge Right to take, any and all actions, reasonably required by the Pledgee, and will facilitate the exercise of the rights and authorizations granted to the Pledgee under this Agreement, enter into any change to related equity certificate with the Pledgee or the Pledgee’s designated person (individual/legal person), and provide to the Pledgee any and all notices, orders and decisions as deemed necessary by the Pledgee.

6.4

The Pledgors undertake to the Pledgee they will abide by and perform all representations, warranties and undertakings to protect the interests of the Pledgee. The Pledgors shall indemnify the Pledgee any and all losses suffered by the Pledgee due to the Pledgors’ failure or partial failure in performance of their representations, warranties or undertakings.

6.5

The Pledgors covenant to the Pledgee they assume several and joint liabilities with respect to the obligations hereunder.

6.6

The Pledgors irrevocably agree to waive the preemptive right with respect to the Pledged Equity Interests pledged by other shareholders of Beijing Company to the Pledgee, as well as the transfer of equity interests due to the exercise of Pledge Right by the Pledgee.

7.	Event of Default

7.1

Any of the following is deemed as an Event of Default:

7.1.1

Beijing Company fails to perform its obligations under the Master Agreement;

7.1.2

Any representation or warranty of the Pledgors under this Agreement is substantially misleading or untrue, and/or any of the Pledgors breaches any of his representations and warranties under this Agreement;

7.1.3

Any of the Pledgors breaches its covenants hereunder;

7.1.4

Any of the Pledgors breaches any provision hereof;

7.1.5

Except that any of the Pledgors transfers the equity interests to the Pledgee or the Pledgee’s designated person in accordance with the Exclusive Purchase Option Agreement, any of the Pledgors waives the Pledged Equity Interests or transfers the Pledged Equity Interests without the written consent from the Pledgee;

7.1.6

Any external borrowings, guaranty, indemnification, undertakings or any other liabilities of the Pledgors (1) is required to be repaid or exercised early due to its default; or (2) is not repaid or exercised when due, which makes the Pledgee reasonably believes that the ability of the Pledgors to perform their obligations under this Agreement has been impaired.

7.1.7

Any of the Pledgors fails to repay general debts or other liabilities;

7.1.8

This Agreement is deemed to be illegal with promulgation of related laws, or any of the Pledgors is unable to continue to perform his obligations hereunder;

7.1.9

The consent, permit, approval or authorization from the competent authorities for making this Agreement enforceable, legal or valid is revoked, suspended, invalidated or materially amended;

7.1.10

Adverse change occur with respect to the assets of the Pledgors, which makes the Pledgee reasonably believes that the ability of the Pledgors to perform their obligations under this Agreement has been impaired.

7.1.11

Successor of the Pledgors or Beijing Company can only perform part of, or refuses to perform, its obligations under this Agreement.

7.1.12

Other circumstances occur which make the Pledgee unable to exercise or dispose of the Pledge Right in accordance with related laws.

7.2

In the event that is aware of or discover that any issue described in the above Article 7.1 or any other issue which may cause the occurrence of such mentioned issues has occurred, the Pledgors shall give a prompt written notice to the Pledgee.

7.3

Unless that the Event of Default specified in above Article 7.1 has been resolved to the satisfaction of the Pledgee, otherwise the Pledgee is entitled to (not obligated to) serve a Notice of Default to the Pledgors immediately following or any time after the occurrence of the Event of Default, to require the Pledgors and Beijing Company to immediately perform its obligations under the Master Agreement (including without limitation to payment of the due and unpaid debts and other amounts payable under the Services Agreements) or dispose of the Pledge Right in accordance with Article 8 hereof.

8.	Exercise of Pledge Right

8.1

Prior to the fulfillment of performance of the obligations under the Master Agreement, neither of the Pledgors may transfer the Pledged Equity Interests without the written consent of the Pledgee.

8.2

In the event of occurrence of the Event of Default described in above Article 7, the Pledgee shall give a Notice of Default to the Pledgors when exercising the Pledge Right. The Pledgee may exercise the right to dispose of the Pledge Right at the same time of or any time after the service of the Notice of Default.

8.3

The Pledgee has the right to sell in accordance with legal procedure or dispose of in the other way allowed by law the Pledged Equity Interests hereunder. If the Pledgee decides to exercise the Pledge Right, the Pledgors both undertake to transfer all of their shareholder rights to the Pledgee for exercise. In addition, the Pledgee has the priority to receive the proceedings arising from selling at a discount, auction of, or selling off the equity interests pledged by the Pledgors to the Pledgee according to the legal proceedings.

8.4

When the Pledgee is disposing of the Pledge Right in accordance with this Agreement, neither of the Pledgors may create any obstacle, and shall provide any necessary assistance to help the Pledgee to realize the Pledge Right.

9.	Transfer of Agreement

9.1

Unless with the prior consent from the Pledgee, the Pledgors have no right to grant or transfer any of their rights and obligations hereunder.

9.2

This Agreement is binding upon the Pledgors and their successor, as well as the Pledgee, and its successors and assignees permitted by the Pledgee.

9.3

The Pledgee is entitled to transfer any or all rights and obligations under the Master Agreement to any person (individual/legal person) designated by it at anytime. Under this circumstance, the assignee have the same rights and obligations as the Pledgee under this Agreement, as if such rights and obligations are granted to it as a party to this Agreement. When transferring the rights and obligations under the Services Agreements, this Agreement, the Loan Agreement, the Exclusive Purchase Option Agreement and/or Power of Attorney, the Pledgors shall sign any and all related agreement and/or documents as required by the Pledgee.

9.4

10.

Effectiveness and Termination

10.1

This Agreement becomes effective on the date hereof. All Parties agree and confirm that the terms and conditions hereof become effective since August 25, 2016.

10.2

The Parties confirm that whether the pledge hereunder has been registered and recorded or not will not impair the effectiveness and validity of this Agreement.

10.3

This Agreement will terminate two (2) years after the Pledgors and /or Beijing Company no longer assume any liability under or arising from the Master Agreement.

10.4

Release of pledge shall be recorded accordingly on the register of shareholders of Beijing Company and related deregistration formalities shall be proceeded with at the Administration for Industry and Commerce of the place where Beijing Company is registered.

11.

Processing Fee and Other Costs

All fees and actual costs related to this Agreement, including not limited to legal fees, processing fee, duty stamp and all the other related taxes and expenses shall be borne by the Pledgors. If related taxes is borne by the Pledgee in accordance with laws, then the Pledgor shall fully indemnify the Pledgee all the taxes withheld by the Pledgee.

12.

Force Majeure

12.1

12.2

In the event that the performance of this Agreement is delayed or interrupted due to the said Force Majeure Event, the affected Party shall be excused from any liability to the extent of the delayed or interrupted performance. The affected Party which intends to seek exemption from its obligations of performance under this Agreement or any provision of this Agreement shall immediately inform the other Party of such a Force Majeure Event and the measures it needs to take in order to complete its performance.

13.

Dispute Resolution

13.1

The formation, validity, performance and interpretation of this Agreement and the disputes resolution under this Agreement shall be governed by the PRC laws.

13.2

14.

Notices

Notices or other communications required to be given by any Party pursuant to this Agreement shall be made in writing and delivered personally or sent by mail or facsimile transmission to the addresses of the other Parties set forth below or other designated addresses notified by such other Parties to such Party from time to time. The date when the notice is deemed to be duly served shall be determined as the follows: (a) a notice delivered personally is deemed duly served upon the delivery; (b) a notice sent by mail is deemed duly served on the seventh (7th) day after the date when the air registered mail with postage prepaid has been sent out (as is shown on the postmark), or the fourth (4th) day after the delivery date to the internationally recognized courier service agency; and (c) a notice sent by facsimile transmission is deemed duly served upon the receipt time as is shown on the transmission confirmation of relevant documents.

If to the Pledgee: Beijing Jingdong Century Trade Co., Ltd.


Address:		***
		***
Phone:		***
Facsimile:		***
Attention:		***

If to the Pledgors: Richard Qiangdong Liu


Address:		***
		***
Phone:		***
Facsimile:		***

Pang Zhang
Address:		***
		***
Phone:		***
Facsimile:		***

Yayun Li
Address:		***
		***
Phone:		***
Facsimile:		***

15.

Miscellaneous

15.1

The headings contained in this Agreement are for the convenience of reference only and shall not be used to interpret, explain or otherwise affect the meaning of the provisions of this Agreement.

15.2

The Parties agree to promptly execute any document and take any other action reasonably necessary or advisable to perform provisions and purpose of this Agreement.

15.3

15.4

15.5

Any Party’s failure to exercise the rights under this Agreement in time shall not be deemed as its waiver of such rights and would not affect its future exercise of such rights.

15.6

15.7

Any schedule hereto is an integral part of and has the same effect with this Agreement.

15.8

[No text below]

(Signature Page)

IN WITNESS THEREOF, each Party has signed or caused its legal representative to sign this Agreement as of the date first written above.


Party A: Beijing Jingdong Century Trade Co., Ltd.

Signature of authorized representative:		/s/ Richard Qiangdong Liu


Party B: Richard Qiangdong Liu

By:		/s/ Richard Qiangdong Liu

Yayun Li

By:		/s/ Yayun Li

Pang Zhang

By:		/s/ Pang Zhang

Party C: Beijing Jiasheng Investment Management Co., Ltd.


Signature of authorized representative:		/s/ Pang Zhang

Signature page for the Amended and Restated Equity Pledge Agreement

Schedule 1:

Register of Shareholders of Beijing Jiasheng Investment Management Co., Ltd.


Name of Shareholder	Capital Contribution Amount/Shareholding Percentage	Registration of Pledge
Richard Qiangdong Liu	RMB 450,000 45%	In accordance with the Equity Pledge Agreement by and among Richard Qiangdong Liu, Yayun Li, Pang Zhang, Beijing Jingdong Century Trade Co., Ltd. and Beijing Jiasheng Investment Management Co., Ltd. dated August 25, 2016, Richard Qiangdong Liu has pledged all the equity interests held by him to Beijing Jingdong Century Trade Co., Ltd.

Yayun Li	RMB 300,000 30%	In accordance with the Equity Pledge Agreement by and among Richard Qiangdong Liu, Yayun Li, Pang Zhang, Beijing Jingdong Century Trade Co., Ltd. and Beijing Jiasheng Investment Management Co., Ltd. dated August 25, 2016, Yayun Li has pledged all the equity interests held by her to Beijing Jingdong Century Trade Co., Ltd.

Pang Zhang	RMB 250,000 25%	In accordance with the Equity Pledge Agreement by and among Richard Qiangdong Liu, Yayun Li, Pang Zhang, Beijing Jingdong Century Trade Co., Ltd. and Beijing Jiasheng Investment Management Co., Ltd. dated August 25, 2016, Pang Zhang has pledged all the equity interests held by him to Beijing Jingdong Century Trade Co., Ltd.


Beijing Jiasheng Investment
Management Co., Ltd.

Signature of authorized representative:		/s/ Pang Zhang

Schedule 2:

Beijing Jiasheng Investment Management Co., Ltd.

Capital Contribution Certificate

(No.: 001)

Company: Beijing Jiasheng Investment Management Co., Ltd.

Date of Incorporation: November 18, 2014

Registered Capital: RMB 1,000,000

Shareholder: Richard Qiangdong Liu

Capital Contributed by Shareholder: RMB 450,000

In accordance with the Equity Pledge Agreement by and among Richard Qiangdong Liu, Yayun Li, Pang Zhang, Beijing Jingdong Century Trade Co., Ltd. and Beijing Jiasheng Investment Management Co., Ltd. dated August 25, 2016, Richard Qiangdong Liu has pledged all the equity interests held by him to Beijing Jingdong Century Trade Co., Ltd.


Beijing Jiasheng Investment Management Co., Ltd. (seal)

Signature:		/s/ Pang Zhang
Name:		Pang Zhang
Title:		Legal representative
Date:		August 25, 2016

Beijing Jiasheng Investment Management Co., Ltd.

Capital Contribution Certificate

(No.: 002)

Company: Beijing Jiasheng Investment Management Co., Ltd.

Date of Incorporation: November 18, 2014

Registered Capital: RMB 1,000,000

Shareholder: Yayun Li

Capital Contributed by Shareholder: RMB 300,000

In accordance with the Equity Pledge Agreement by and among Richard Qiangdong Liu, Yayun Li, Pang Zhang, Beijing Jingdong Century Trade Co., Ltd. and Beijing Jiasheng Investment Management Co., Ltd. dated August 25, 2016, Yayun Li has pledged all the equity interests held by her to Beijing Jingdong Century Trade Co., Ltd.


Beijing Jiasheng Investment Management Co., Ltd. (seal)

Signature:		/s/ Pang Zhang
Name:		Pang Zhang
Title:		Legal representative
Date:		August 25, 2016

Beijing Jiasheng Investment Management Co., Ltd.

Capital Contribution Certificate

(No.: 003)

Company: Beijing Jiasheng Investment Management Co., Ltd.

Date of Incorporation: November 18, 2014

Registered Capital: RMB 1,000,000

Shareholder: Pang Zhang

Capital Contributed by Shareholder: RMB 250,000

In accordance with the Equity Pledge Agreement by and among Richard Qiangdong Liu, Yayun Li, Pang Zhang, Beijing Jingdong Century Trade Co., Ltd. and Beijing Jiasheng Investment Management Co., Ltd. dated August 25, 2016, Pang Zhang has pledged all the equity interests held by him to Beijing Jingdong Century Trade Co., Ltd.


Beijing Jiasheng Investment Management Co., Ltd. (seal)

Signature:		/s/ Pang Zhang
Name:		Pang Zhang
Title:		Legal representative
Date:		August 25, 2016

Schedule A

The following schedule sets forth information about the equity pledge agreements substantially in form as this exhibit that the Registrant entered into with certain other Chinese variable interest entities of the Registrant. Other than the information set forth below, there is no material difference between such other agreements and this exhibit.


VIE	Executing Parties	Capital Contribution	Date of Entitlement to all Proceeds for Pledgee	Effective Date	Execution Date
Beijing Yuanyi Freight Forwarding Co., Ltd.	Party A: Beijing Jingbangda Trade Co., Ltd.	The registered capital of Beijing Yuanyi Freight Forwarding Co., Ltd. is RMB 3,000,000.00.	January 5, 2017	January 5, 2017	January 5, 2017

	Party B: Richard Qiangdong Liu, Pang Zhang and Yayun Li	The capital contribution amount and shareholding percentage of the shareholders are as follows:

	Party C: Beijing Yuanyi Freight Forwarding Co., Ltd.	Richard Qiangdong Liu: RMB 1,350,000.00 (45%) Yayun Li: RMB 900,000.00 (30%) Pang Zhang: RMB 750,000.00 (25%)

Jiangsu Jingdong Bangneng Investment Management Co., Ltd.	Party A: Beijing Jingdong Century Trade Co., Ltd.	The registered capital of Jiangsu Jingdong Bangneng Investment Management Co., Ltd. is RMB 80,000,000.00.	June 15, 2016	September 8, 2016	September 8, 2016

	Party B: Richard Qiangdong Liu, Pang Zhang and Yayun Li	The capital contribution amount and shareholding percentage of the shareholders are as follows:

	Party C: Jiangsu Jingdong Bangneng Investment Management Co., Ltd.	Richard Qiangdong Liu: RMB 36,000,000.00 (45%) Yayun Li: RMB 24,000,000.00 (30%) Pang Zhang: RMB 20,000,000.00 (25%)

Suqian Limao Donghong Investment Management Co., Ltd.	Party A: Suqian Yitong Information Technology Co., Ltd.	The registered capital of Suqian Limao Donghong Investment Management Co., Ltd. is RMB 1,000,000.00.	December 28, 2016	December 8, 2015	December 28, 2016

	Party B: Richard Qiangdong Liu, Pang Zhang and Yayun Li	The capital contribution amount and shareholding percentage of the shareholders are as follows:

	Party C: Suqian Limao Donghong Investment Management Co., Ltd.	Richard Qiangdong Liu: RMB 620,000.00 (62%) Yayun Li: RMB 380,000.00 (38%)

Beijing Andist Technology Co., Ltd.	Party A: Beijing Jingdong Century Trade Co., Ltd.	The registered capital of Beijing Andist Technology Co., Ltd. is RMB 2,000,000.00.	December 1, 2016	December 1, 2016	December 1, 2016

	Party B: Richard Qiangdong Liu, Pang Zhang and Yayun Li	The capital contribution amount and shareholding percentage of the shareholders are as follows:

	Party C: Beijing Andist Technology Co., Ltd.	Richard Qiangdong Liu: RMB 900,000.00 (45%) Yayun Li: RMB 600,000.00 (30%) Pang Zhang: RMB 500,000.00 (25%)


Shanghai Jingdong Cai’ao E-commercial Co., Ltd.	Party A: Beijing Jingdong Century Trade Co., Ltd.	The registered capital of Shanghai Jingdong Cai’ao E-commercial Co., Ltd. is RMB 10,000,000.00.	December 20, 2016	December 20, 2016	December 20, 2016

	Party B: Richard Qiangdong Liu, Pang Zhang and Yayun Li	The capital contribution amount and shareholding percentage of the shareholders are as follows:

	Party C: Shanghai Jingdong Cai’ao E-commercial Co., Ltd.,	Richard Qiangdong Liu: RMB 4,500,000.00 (45%) Yayun Li: RMB 3,000,000.00 (30%) Pang Zhang: RMB 2,500,000.00 (25%)

Suzhou Guanyinghou Media Technology Co., Ltd.	Party A: Suqian Daxi Information Technology Co., Ltd. Party B: Qian Yang Party C: Suzhou Guanyinghou Media Technology Co., Ltd.	The registered capital of Suzhou Guanyinghou Media Technology Co., Ltd. is RMB 10,000,000.00. The capital contribution amount and shareholding percentage of the shareholders are as follows: Qian Yang: RMB 10,000,000.00 (100%)	December 11, 2017	December 11, 2017	December 11, 2017

Beijing JPT E-Commerce Co., Ltd.	Party A: Beijing QGX Information Technology Co., Ltd. Party B: Richard Qiangdong Liu, Yayun Li and Pang Zhang Party C: Beijing JPT E-Commerce Co., Ltd.	The registered capital of Beijing JPT E-Commerce Co., Ltd is RMB10,000,000 The capital contribution amount and shareholding percentage are as follows: Richard Qiangdong Liu: RMB4,500,000 (45%) Yayun Li: RMB3,000,000 (30%) Pang Zhang: RMB2,500,000 (25%)	March 28, 2018	March 28, 2018	March 28, 2018

Jingdong Cloud Computing Co., Ltd.	Party A: Jingdong Longyun Technology Co., Ltd. Party B: Richard Qiangdong Liu, Yayun Li and Pang Zhang Party C: Jingdong Cloud Computing Co., Ltd.	The registered capital of Jingdong Cloud Computing Co., Ltd. is RMB50,000,000 The capital contribution amount and shareholding percentage are as follows: Richard Qiangdong Liu: RMB22,500,000 (45%) Yayun Li: RMB15,000,000 (30%) Pang Zhang: RMB12,500,000 (25%)	November 29, 2018	November 29, 2018	November 29, 2018

Suqian Jiantong Enterprise Management Co., Ltd.	Party A: Suqian Daxi Information Technology Co., Ltd. Party B: Suzhou Guanyinghou Media Technology Co., Ltd. Party C: Suqian Jiantong Enterprise Management Co., Ltd.	The registered capital of Suqian Jiantong Enterprise Management Co., Ltd. is RMB10,010,000. The capital contribution amount and shareholding percentage are as follows: Suzhou Guanyinghou Media Technology Co., Ltd.: RMB10,000,000 (99.99%), Xinshi Wang: RMB10,000 (0.1%)	April 18, 2019	April 18, 2019	April 18, 2019

Exhibit 4.26

Power of Attorney

The undersigned, Richard Qiangdong Liu, a citizen of the People’s Republic of China (the “PRC”) and a holder of 45% of the equity interests of Beijing Jiasheng Investment Management Co., Ltd. (the “Beijing Company”) (the “Shareholding”), hereby irrevocably authorizes any natural person appointed by Beijing Jingdong Century Trading Co., Ltd. (the “WFOE”) to exercise the following rights during the term of this Power of Attorney:

Subject to the powers and authorities provided under this Power of Attorney, any natural person appointed by the WFOE will have the right to sign on behalf of the undersigned any transfer agreement contemplated under the Exclusive Purchase Option Agreement to which the undersigned will be a party, and to perform the Equity Pledge Agreement and the Exclusive Purchase Option Agreement, each of which is dated the date hereof and to which the undersigned is a party. Exercise of such right will not have any restriction upon this Power of Attorney.


By:		/s/ Richard Qiangdong Liu

Dated: August 25, 2016

Power of Attorney

The undersigned, Yayun Li, a citizen of the People’s Republic of China (the “PRC”) and a holder of 30% of the equity interests of Beijing Jiasheng Investment Management Co., Ltd. (the “Beijing Company”) (the “Shareholding”), hereby irrevocably authorizes any natural person appointed by Beijing Jingdong Century Trading Co., Ltd. (the “WFOE”) to exercise the following rights during the term of this Power of Attorney:

Subject to the powers and authorities provided under this Power of Attorney, any natural person appointed by the WFOE will have the right to sign on behalf of the undersigned any transfer agreement contemplated under the Exclusive Purchase Option Agreement to which the undersigned will be a party, and to perform the Equity Pledge Agreement and the Exclusive Purchase Option Agreement, each of which is dated the date hereof and to which the undersigned is a party. Exercise of such right will not have any restriction upon this Power of Attorney.


By:		/s/ Yayun Li

Dated: August 25, 2016

Power of Attorney

The undersigned, Pang Zhang, a citizen of the People’s Republic of China (the “PRC”) and a holder of 25% of the equity interests of Beijing Jiasheng Investment Management Co., Ltd. (the “Beijing Company”) (the “Shareholding”), hereby irrevocably authorizes any natural person appointed by Beijing Jingdong Century Trading Co., Ltd. (the “WFOE”) to exercise the following rights during the term of this Power of Attorney:

Subject to the powers and authorities provided under this Power of Attorney, any natural person appointed by the WFOE will have the right to sign on behalf of the undersigned any transfer agreement contemplated under the Exclusive Purchase Option Agreement to which the undersigned will be a party, and to perform the Equity Pledge Agreement and the Exclusive Purchase Option Agreement, each of which is dated the date hereof and to which the undersigned is a party. Exercise of such right will not have any restriction upon this Power of Attorney.


By:		/s/ Pang Zhang

Dated: August 25, 2016

Schedule A


VIE	Executing Parties	Execution Date
Beijing Yuanyi Freight Forwarding Co., Ltd.	Richard Qiangdong Liu Yayun Li Pang Zhang	January 5, 2017 January 5, 2017 January 5, 2017

Jiangsu Jingdong Bangneng Investment Management Co., Ltd.	Richard Qiangdong Liu Yayun Li Pang Zhang	September 8, 2016 September 8, 2016 September 8, 2016

Suqian Limao Donghong Investment Management Co., Ltd.	Richard Qiangdong Liu Yayun Li	December 28, 2016 December 28, 2016

Beijing Andist Technology Co., Ltd.	Richard Qiangdong Liu Yayun Li Pang Zhang	December 1, 2016 December 1, 2016 December 1, 2016

Shanghai Jingdong Cai’ao E-commercial Co., Ltd.	Richard Qiangdong Liu Yayun Li Pang Zhang	December 20, 2016 December 20, 2016 December 20, 2016

Suzhou Guanyinghou Media Technology Co., Ltd.	Qian Yang	December 11, 2017

Beijing JPT E-Commerce Co., Ltd.	Richard Qiangdong Liu Yayun Li Pang Zhang	March 28, 2018 March 28, 2018 March 28, 2018

Jingdong Cloud Computing Co., Ltd.	Richard Qiangdong Liu Yayun Li Pang Zhang	November 29, 2018 November 29, 2018 November 29, 2018

Suqian Jiantong Enterprise Management Co., Ltd.	Xinshi Wang Suzhou Guanyinghou Media Technology Co., Ltd.	April 18, 2019 April 18, 2019

Exhibit 4.27

EXCLUSIVE TECHNOLOGY CONSULTING AND SERVICE AGREEMENT

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:

Party A: Beijing Jingdong Century Trade Co., Ltd. , with registered address at Room B168, Building 2, No. 99, Kechuang 14 Street, Beijing Economic and Technological Development Zone, Beijing; and

Party B: Beijing Jiasheng Investment Management Co., Ltd. , a limited liability company incorporated and existing under the laws of the PRC, with registered address at Floor 20, Block A, Building 1, 19 Ronghua Middle Street, Beijing Economic and Technological Development Zone, Beijing.

(Party A and Party B individually, a “Party”; collectively, the “Parties”)

Whereas,

1.	Party A is a wholly foreign-owned enterprise duly incorporated and validly existing under the PRC laws, having the resources and qualifications to provide Party B with technology consulting and services;

2.	Party B is a limited liability company duly incorporated and validly existing under the PRC laws;

NOW, THEREFORE, the Parties hereby agree as follows through negotiations:

1.	Technology Consulting and Services; Sole and Exclusive Rights and Interests

1.1

During the term of this Agreement, Party A agrees to provide Party B with technology consulting and services set forth in Exhibit I attached hereto subject to the terms and conditions of this Agreement.

1.2

Party B agrees to accept the technology consulting and services provided by Party A. Party B further agrees that during the term hereof, it will not accept the same or similar technology consulting and services with respect to the foregoing business operations from any third party, unless with prior written consent from Party A.

1.3

Any and all rights and interests arising from performance of this Agreement, including without limitation ownership, copyright, patent and other intellectual properties, technical and business secrets, which is developed by Party A or by Party B based on the intellectual property owned by Party A, will be solely and exclusively owned by Party A.

2.	Calculation and Payment of Technology Consulting and Services Fee

2.1

Party B agrees to pay technology consulting and services fee set forth under this Agreement to Party A for the technology consulting and services provided by Party A under this Agreement (the “Consulting Services Fee”).

2.2

The Parties agree to determine and pay the Consulting Services Fee according to Exhibit II attached hereto.

3.	Representations and Warranties

3.1

Party A hereby represents and warrants that:

3.1.1

It is a wholly foreign-owned enterprise duly incorporated and validly existing under the laws of the PRC;

3.1.2

Its execution and performance of this Agreement are within the scope of its corporate power and business; it has taken necessary corporate actions and obtained appropriate authorization and necessary consent and approvals from third parties and government agency, and execution of this Agreement will not constitute a breach of any law or contract which has binding or other effect upon it; and

3.1.3

This Agreement, once executed, constitutes legal, valid and binding obligations of Party A, and is enforceable upon Party A pursuant to its terms.

3.2

Party B hereby represents and warrants that:

3.2.1

It is a limited liability company duly incorporated and validly existing under the laws of the PRC;

3.2.2

3.2.3

This Agreement, once executed, constitutes legal, valid and binding obligations of Party B, and is enforceable upon Party B pursuant to its terms.

4.	Confidentiality

4.1

Party B agrees to take reasonably best efforts to keep in confidence Party A’s confidential information and materials (“Confidential Information”) that it may be aware of or have access to in connection with its acceptance of Party A’s exclusive consulting and services. Without prior written consent from Party A, Party B shall not disclose, offer or transfer any Confidential Information to any third party. If this Agreement terminates and upon Party A’s request, Party B shall return to Party A or destroy all of the documents, materials or software containing Confidential Information, and shall delete any Confidential Information from all relevant memory devices and cease to use any Confidential Information.

4.2

This Article 4 will survive any change, termination or expiration of this Agreement.

5.	Breach of Contract

If either party (the “Defaulting Party”) breaches any provision of this Agreement, which causes damage to the other Party (the “Non-defaulting Party”), the Non-defaulting Party may notify the Defaulting Party in writing and request it to rectify and correct such breach of contract; if the Defaulting Party fails to take any action satisfactory to the Non-defaulting Party to rectify and correct such breach within fifteen (15) working days upon the issuance of the written notice by the Non-defaulting Party, the Non-defaulting Party may take the actions pursuant to this Agreement or pursue other remedies in accordance with laws.

6.	Effectiveness and Term

6.1

This Agreement shall take effect as of the date first written above. The term of this Agreement is ten (10) years unless early termination occurs in accordance with relevant provisions herein or any other agreement reached by the Parties.

6.2

This Agreement may be extended upon Party A’s written confirmation prior to the expiration of this Agreement and the extended term shall be ten (10) years or the term agreed by both Parties.

7.	Termination

7.1

This Agreement shall be terminated on the expiring date unless it is renewed in accordance with the relevant provisions herein.

7.2

During the term hereof, Party B may not make early termination of this Agreement unless Party A commits gross negligence, fraud or other illegal action, or goes bankrupt. Notwithstanding the foregoing, Party A shall always have the right to terminate this Agreement by issuing a thirty (30) days’ prior written notice to Party B.

7.3

The rights and obligations of the Parties under Articles 4 and 5 will survive termination of this Agreement.

8.	Governing Law and Dispute Resolution

8.1

The execution, interpretation, performance of this Agreement and the disputes resolution under this Agreement shall be governed by the PRC laws.

8.2

The parties hereto shall strive to settle any dispute arising from the interpretation or performance of the terms under this Agreement through friendly consultation in good faith. In case no settlement can be reached through consultation within thirty (30) days after the request for consultation is made by either Party, any Party can submit such matter to Beijing Arbitration Commission for arbitration in accordance with its then effective rules. The arbitration shall take place in Beijing. The arbitration award shall be final and binding upon both Parties.

9.	Force Majeure

9.1

9.2

In the event that the performance of this Agreement is delayed or interrupted due to the said Force Majeure Event, the affected Party shall be excused from any liability to the extent of the delayed or interrupted performance. The affected Party which intends to seek exemption from its obligations of performance under this Agreement or any provision of this Agreement shall immediately inform the other Party of such a Force Majeure Event and the measures it needs to take in order to complete its performance.

10.

Notices

All notices or other correspondences given by either Party pursuant to this Agreement shall be made in writing and may be delivered in person, or by registered mail, postage prepaid mail, generally accepted courier service or facsimile to the following addresses of the relevant Party or both Parties, or any other address notified by the other Party from time to time, or another person’s address designated by it. The date when the notice is deemed to be duly served shall be determined as the follows: (a) a notice delivered personally is deemed duly served upon the delivery; (b) a notice sent by mail is deemed duly served on the seventh (7th) day after the air registered mail with postage prepaid has been sent out (as is shown on the postmark), or the fourth (4th) day after delivery to the internationally recognized courier service agency; and (c) a notice sent by facsimile transmission is deemed duly served upon the receipt time as is shown on the transmission confirmation of relevant documents.

If to Party A: Beijing Jingdong Century Trade Co., Ltd.

Address: ***

***

Telephone: ***

Fax: ***

Attention: ***

If to Party B: Beijing Jiasheng Investment Management Co., Ltd.

Address: ***

Telephone: ***

Fax: ***

Attention: ***

11.

Assignment

Party B shall not assign its rights and obligations under this Agreement to any third party without the prior written consent of Party A.

12.

Severability

If any provision of this Agreement is held void, invalid or unenforceable by a court of competent jurisdiction or arbitration authority, the validity, legality and enforceability of the other provisions hereof shall not be affected or impaired. The Parties shall cease performing such void, invalid or unenforceable provisions and revise such void, invalid or unenforceable provisions only to the extent closest to the original intention thereof to recover its validity or enforceability for such specific facts and circumstances.

13.

Amendment and Supplement to Agreement

Any amendment and supplement to this Agreement shall be made in writing by the Parties. Any agreements on such amendment and supplement duly executed by both Parties shall be deemed as a part of this Agreement and shall have the same legal effect as this Agreement.

14.

Miscellaneous

14.1

The headings contained in this Agreement are for the convenience of reference only and shall not be used to interpret, explain or otherwise affect the meaning of the provisions of this Agreement.

14.2

The Parties agree to promptly execute any document and take any other action reasonably necessary or advisable to perform provisions and purpose of this Agreement.

14.3

14.4

This Agreement shall be binding upon and for the benefit of all the Parties hereto and their respective inheritors, successors and the permitted assigns.

14.5

Any Party’s failure to exercise the rights under this Agreement in time shall not be deemed as its waiver of such rights and would not affect its future exercise of such rights.

14.6

Any attachment hereto is an integral part of and has the same effect with this Agreement.

14.7

This Agreement is made in two originals with each Party holding one and both originals are equally authentic.

(No text below)

( Signature Page of Exclusive Technology Consulting and Service Agreement)

IN WITNESS THEREOF, each Party hereto has caused this Agreement duly executed by their respective legal representative or duly authorized representative on its behalf as of the date first written above.


Party A: Beijing Jingdong Century Trade Co., Ltd.

/s/ Beijing Jingdong Century Trade Co., Ltd.
(Seal of Beijing Jingdong Century Trade Co., Ltd.)

By:		/s/ Richard Qiangdong Liu

Party B: Beijing Jiasheng Investment Management Co., Ltd.

/s/ Beijing Jiasheng Investment Management Co., Ltd.
(Seal of Beijing Jiasheng Investment Management Co., Ltd.)

By:		/s/ Richard Qiangdong Liu

Exhibit 1: List of Technology Consulting and Services

Party A will provide the following technology consulting and services to Party B:

(1)	technology research and development required in connection Party B’s business operations, including development, design and production of database software for information storage and other related technologies as well as granting license of such technology to Party B;

(2)	technology application and implementation for Party B’s business operations, including without limitation master design, installation, commissioning and trial operation of technical systems;

(3)	routine maintenance, supervision, commissioning and trouble shooting for Party B’s computer network equipment, including prompt customer information input to database, or promptly update database and customer interface, as well as other related technical services;

(4)

consulting services for procurement of equipment, software and hardware systems necessary for web-based business operations by Party B, including without limitation consulting and advising on selection, installation and commissioning of tool software, application software and technical platform, as well as the selection, type and function of complementary hardware facilities and equipment;

(5)

appropriate training and technical support for Party B’s employees, including without limitation providing raining on customer services or technologies, sharing knowledge and experience on installation and operation of systems and equipment, assisting to resolve any problem in connection with system and equipment installation and operation, consulting and advising on operation of any other web edition platform and software, and assisting to collect and compile information and contents;

(6)	technology consulting and response to enquiries raised by Party B relating to network equipment, technical products and software; and

(7)	any other technical services and consulting required by Party B for business operations.

Exhibit II: Calculation and Payment of Technology Consulting and Services Fee

The amount of the service fee will be determined on the basis of:

(1)	difficulty of the technology and complexity of the consulting and management services;

(2)	time required by Party A to provide technology consulting and management services; and

(3)	contents and commercial value of the technology consulting and management services.

Party A will issue a fee statement based on the workload and commercial value of the technical services provided by Party B as well as the prices agreed by the Parties to Party B on quarterly basis. Party B will pay the consulting and services fee according to the time and amount set forth in the statement, provided that Party B will pay no less than RMB 10,000 as consulting and services fee (the “Quarterly Minimum Service Fee”) to Party A on quarterly basis. Party A may revise at any time the standards of consulting and services fee based on the amount and composition of the consulting and services fee payable by Party B.

The Quarterly Minimum Service Fee is subject to approval from Party A’s board of directors, and will be reviewed and revised no less than once yearly. Any revision and change of Quarterly Minimum Service Fee is subject to approval from Party A’s board of directors.

Schedule A

The following schedule sets forth information about the exclusive technology consulting and service agreements substantially in form as this exhibit that the Registrant entered into with certain other Chinese variable interest entities. Other than the information set forth below, there is no material difference between such other agreements and this exhibit.


VIE	Executing Parties	Calculation and Payment of Technology Consulting and Services Fee	Execution Date
Beijing Yuanyi Freight Forwarding Co., Ltd.	Party A: Beijing Jingdong Century Trade Co., Ltd. Party B: Beijing Yuanyi Freight Forwarding Co., Ltd.	Party A will issue a fee statement based on the workload and commercial value of the technical services provided by Party B as well as the prices agreed by the Parties to Party B on quarterly basis. Party B will pay the consulting and services fee according to the time and amount set forth in the statement to Party A on quarterly basis. Party A may revise at any time the standards of consulting and services fee based on the amount and composition of the consulting and services fee payable by Party B.	December 8, 2014

Jiangsu Jingdong Bangneng Investment Management Co., Ltd.	Party A: Beijing Jingdong Century Trade Co., Ltd. Party B: Jiangsu Jingdong Bangneng Investment Management Co., Ltd.	Party A will issue a fee statement based on the workload and commercial value of the technical services provided by Party B as well as the prices agreed by the Parties to Party B on quarterly basis. Party B will pay the consulting and services fee according to the time and amount set forth in the statement to Party A on quarterly basis. Party A may revise at any time the standards of consulting and services fee based on the amount and composition of the consulting and services fee payable by Party B.	August 7, 2015

Suqian Limao Donghong Investment Management Co., Ltd.	Party A: Suqian Yitong Information Technology Co., Ltd. Party B: Suqian Limao Donghong Investment Management Co., Ltd.	Same as this exhibit.	December 28, 2016


Suzhou Guanyinghou Media Technology Co., Ltd.	Party A: Suqian Daxi Information Technology Co., Ltd. Party B: Suzhou Guanyinghou Media Technology Co., Ltd.	Same as this exhibit	December 11, 2017

Jingdong Cloud Computing Co., Ltd.	Party A: Jingdong Longyun Technology Co., Ltd. Party B: Jingdong Cloud Computing Co., Ltd.	Same as this exhibit	November 29, 2018

Beijing JPT E-Commerce Co., Ltd.	Party A: Beijing QGX Information Technology Co., Ltd. Party B: Beijing JPT E-Commerce Co., Ltd.	Same as this exhibit	March 28, 2018

Suqian Jiantong Enterprise Management Co., Ltd.	Party A: Suqian Daxi Information Technology Co., Ltd. Party B: Suqian Jiantong Enterprise Management Co., Ltd.	Same as this exhibit	April 18, 2019

Exhibit 4.28

Business Operations Agreement

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:

Beijing Jingdong Century Trade Co., Ltd. , with registered address at Room B168, Building 2, 99 Kechuang 14 Street, Beijing Economic and Technological Development Zone, Beijing (“Party A”)

Beijing Jiasheng Investment Management Co., Ltd. , with registered address at Floor 20, Block A, Building 1, 19 Ronghua Middle Street, Beijing Economic and Technological Development Zone, Beijing (“Party B”)

And

Richard Qiangdong Liu , with PRC identification number of ***;

Yayun Li , with PRC identification number of ***; and

Pang Zhang , with PRC identification number of ***

(Richard Qiangdong Liu, Yayun Li and Pang Zhang collectively, “Party C”)

(Party A, Party B and Party C Individually a “Party”, and collectively the “Parties”)

WHEREAS :

A	Party A is a wholly foreign-owned enterprise duly incorporated and validly existing under the PRC laws;

B	Party B is a limited liability company duly incorporated and validly existing under the PRC laws;

A business relationship has been established between Party A and Party B by entering into an Exclusive Consulting and Services Agreement, whereby Party B is required to make all payments to Party A thereunder. Therefore, the daily operations of Party B will have a material impact on its ability to pay the payables to Party A; and

D	Party C is shareholders of Party B whose 45%, 30% and 25% equity interests are respectively owned by Richard Qiangdong Liu, Yayun Li and Pang Zhang.

NOW, THEREFORE, the Parties hereby agree and intend to be legally bound as follows through friendly negotiations and in the principles of equity and mutual benefit:

1.	Negative Undertakings

In order to ensure Party B’s performance of the agreements between Party A and Party B and all its obligations owed to Party A, Party B and Party C hereby confirm and agree that unless with prior written consent from Party A or a third party appointed by Party A, Party B shall not conduct any transaction which may materially affect any of its assets, businesses, employees, duties, rights or operations, including but not limited to the following:

1.1

to conduct any business that is beyond the normal business scope or in a manner inconsistent with past practices;

1.2

to borrow money or incur any debt from any third party;

1.3

to change or dismiss any director or to dismiss and replace any senior management member;

1.4

to sell to or acquire from any third party, or otherwise dispose any of its material assets or rights, including but not limited to any intellectual property rights;

1.5

to provide guarantee in favor of any third party or impose any encumbrance upon any of its assets (including intellectual property rights);

1.6

to amend its articles of association or change its scope of business;

1.7

to change its ordinary course of business or modify any material internal bylaws or systems;

1.8

to assign any of the rights or obligations under this Agreement to any third party;

1.9

to make significant adjustment to any of its business operations, marketing strategies, operation policies or client relations; and

1.10

to make any form of distribution of dividend or bonus.

2.	Operational and Human Resource Management

2.1

Party B and Party C hereby agree to accept and strictly perform the comments and instructions from Party A from time to time regarding employment and dismissal of its employees, the daily business management and financial management.

2.2

Party B and Party C hereby jointly and severally agree that Party C shall appoint the person elected in accordance with the procedures required by applicable laws and regulations and the articles of association of Party B or designated by Party A as director (or managing director) or supervisor of Party B, and cause such director to elect the person recommended by Party A as the chairman of the board (if any), and appoint the persons designated by Party A as Party B’s General Manager, Chief Financial Officer, and other officers.

2.3

If any of the above directors or officers resigns or is dismissed by Party A, he or she will lose the qualification to hold any position in Party B and, under such circumstance, Party C shall remove such person from his or her position in Party B and immediately elect or appoint any other candidate designated by Party A to assume such position.

2.4

For the purpose of Section 2.3, Party C shall effect all internal or external procedures necessary to accomplish the dismissal and appointment in accordance with relevant laws and regulations, the articles of association of Party B and this Agreement.

2.5

Party C hereby agree to, upon execution of this Agreement, simultaneously sign a Power of Attorney whereby Party C shall authorize irrevocably any individual appointed by Party A to exercise shareholders’ rights, including the full voting right of a shareholder at Party B’s shareholders’ meetings. Party C further agrees to replace the authorized person appointed according to the above mentioned power of attorney (the “ Trustee ”) at any time pursuant to the requirements of Party A by revoking its authorization to the Trustee and granting the same authorization to such other person designated by Party A by execution of a power of attorney in the form and substance similar to that contemplated in the preceding sentence with immediate effect.

3.	Right of Information

The Trustee may be provided with any information regarding operations, clients, financial conditions and employees of Party B and have access to relevant materials of Party B in connection with exercising any of the rights authorized to it. The right of information provided in this Section 3 shall be the same with the right to access Party B’s information by any of its shareholders, and will be exercised with sufficient facility from Party B without any interference.

4.	Waiver

It is agreed by the Parties that unless caused by the material neglect or willful misconduct of Party A, Party A will not be held liable for any indemnity by any other Party or any third Party due to the Trustee’s exercise of any of its rights.

5.	Representations and Warranties by Party C

5.1

Party C, in the capacity of natural person, is Chinese citizens having full civil capabilities to execute, deliver and perform this Agreement and perform its obligations hereunder or, in the capacity of legal person, is a limited liability company duly incorporated and validly existing under the PRC laws, has full and independent capabilities to execute, deliver and perform this Agreement.

5.2

Party C has the right to execute, deliver and perform this Agreement without any approval or authorization.

5.3

None of Party C’s execution and performance of this Agreement is in violation of any of its articles of association, or any laws, regulations, governmental approvals, authorizations, notices or other documents binding upon or having effect upon Party C, or any contracts with or any covenants to any third party by Party C.

5.4

Once executed, this Agreement will constitute legal and valid obligations enforceable against Party C.

5.5

Unless otherwise provided under this Agreement or the Equity Pledge Agreement, there is no mortgage, pledge or any other security interest, or restrictive agreement with any third party, or offer to transfer to any third party, or covenant in response to any offer to buy from any third party, or any agreement with any third party to transfer, in each case regarding any of Party B’s equity interests by Party C.

5.6

Party C will be in strict compliance with this Agreement and actively perform its obligations hereunder. Party C will also cause Party B to be in strict compliance with this Agreement and refrain from any action or omission which may affect validity or enforceability of this Agreement.

6.	Representations and Warranties by Party B

6.1

Party B is a limited liability company duly incorporated and validly existing under the PRC laws.

6.2

Party B has received all consents and authorizations necessary and desirable to execute, deliver and perform this Agreement.

6.3

Party C will be in strict compliance with this Agreement, actively perform its obligations hereunder, and refrain from any action or omission which may affect validity or enforceability of this Agreement.

7.	Breach Liability

7.1

Subject to provisions under Section 4 of this Agreement, Party B and Party C shall jointly and severally indemnify and hold harmless Party A and any of its shareholders, directors, employees, affiliates, agents, successors and trustees from any claim, harm, expenses, indemnities, liabilities, fines or any other loss or damages arising from:

7.1.1

any breach or failure to perform this Agreement by Party C and/or Party B; or

7.1.2

any material neglect or willful misconduct, or any breach of applicable laws or regulations by Party C and/or Party B.

7.2

Without prejudice to the indemnity liability provided under Section 7.1, Party A may require Party C and Party B to stop or prevent any breach of this Agreement, and/or require Party C and Party B to perform its obligations under this Agreement.

8.	Confidentiality

Each of the Parties acknowledges and confirms that the existence and terms of this Agreement, as well as any oral or written information exchanged among the Parties in connection with preparation or performance of this Agreement, will be confidential information. Each of Party C and party B will keep all confidential information in confidence and, without prior written consent from Party A, may not disclose any confidential information to any third party, unless such information (a) is in the public domain (not due to unauthorized disclosure by the receiving Party); (b) is required for disclosure by any applicable laws or regulations, rules of any exchange, or requirements or orders from any government authority or court having jurisdiction; or (c) is disclosed by Party C or Party B to any of its legal or financial advisors on as-needed basis, provided that such legal or financial advisor shall comply with the confidentiality obligations similar to this Section 8. Disclosure of any confidential information by any person or entity engaged by Party C or Party B shall be deemed as disclosure of such information by Party C and/or Party B, and consequently Party C and/or Party B shall be held liable for beach of this Agreement.

9.	Other Agreements

9.1

This Agreement shall be binding on and inure to the benefit of each of the Parties and their respective successors, heirs and permitted assigns. Without prior written consent from Party A, Party C may not transfer any of its rights, interests or obligations under this Agreement.

9.2

Party C hereby agrees that Party A may transfer any of its rights and obligations under this Agreement to any third party at its discretion with notice to Party C in writing but without consent from Party C.

9.3

If any agreement between Party A and Party B terminates or expires, Party A will have the right to terminate all of the agreements between Party A and Party B including, among others, the Exclusive Consulting and Services Agreement.

9.4

Considering the business relationship between Party A and Party B has been established through execution of the Exclusive Consulting and Services Agreement, and daily business activities of Party B will have a material impact on Party B’s ability to pay the payables to Party A, Party C agrees that subject to Section 1 of this Agreement, any dividend, distribution or other gain or interest received by it as shareholder of Party B will be immediately, unconditionally and freely paid or transferred to Party A, and provide any document or take any action necessary to accomplish such payment or transfer at the request of Party A.

9.5

Party C will provide assistance sufficient for the Trustee to exercise any right authorized to it, including without limitation prompt signing any resolution of the shareholders or any other relevant legal document when it is necessary to do so (including required in connection with any approval, registration and filing from or with any government authority). Party C hereby confirms that its covenants under Section 9.5 of this Agreement will not restrict its authorization of any right to the Trustee.

10.

Entire Agreements and Amendments

10.1

This Agreement and all agreements and/or documents referred to or expressly included herein represent all agreements among the Parties regarding the subject matter hereof, and supersede all previous agreements, contracts, understandings and communications among all the Parties, oral or written, with respect to the subject matters of this Agreement.

10.2

Any amendment of this Agreement will not be effective without agreement of the Parties in writing. Any amendment and supplement duly executed by the Parties shall be an integral part of and have the same effect with this Agreement.

11.

Governing Law

This Agreement shall be governed by and construed in accordance with the PRC laws.

12.

Dispute Resolution

12.1

Any dispute arising from or in connection with this Agreement will be settled through negotiations and, if the negotiations fail, be submitted to Beijing Arbitration Commission (“BAC”) for arbitration in accordance with its rules then effect. The arbitration shall take place in Beijing. The language of arbitration shall be in Chinese. The arbitrary award shall be final and binding upon each of the Parties. This Section 12.1 will survive termination or expiration of this Agreement.

12.2

each of the Parties shall continue to perform its obligations under this Agreement in good faith other than the matter under dispute.

13.

Notice

Any and all notices given by any of the Parties regarding any of its rights or obligations under this Agreement shall be made in writing and delivered in person, by registered mail, postage prepaid mail, recognized courier service or facsimile to the following addresses.


If to Party A: Beijing Jingdong Century Trade Co., Ltd.

Address:		***
		***
Phone:		***
Fax:		***


Attention:		***

If to Party B: Beijing Jiasheng Investment Management Co., Ltd. with registered address at

Address:		***
		***
Phone:		***
Fax:		***
Attention:		***

If to Party C:

Richard Qiangdong Liu

Address:		***
		***
Phone:		***
Fax:		***

Yayun Li

Address:		***
		***
Phone:		***
Fax:		***

Pang Zhang

Address:		***
		***
Phone:		***
Fax:		***

14.

Effect, Term and Others

14.1

Any written consent, proposal, appointment relating to Party A under this Agreement and any other decision having material effect upon daily business operations of Party B will be made by the board of directors/managing director of Party A.

14.2

The term of this Agreement will commence as of the date hereof and, unless early terminated by Party A, expire upon dissolution of Party B under the PRC laws. At the request of Party A, the Parties may extend the term of this Agreement prior to its expiration, and enter into separate business operation agreement or continue to perform this Agreement, in each case at the request of Party A.

14.3

Neither Party B nor Party C may terminate this Agreement during the term hereof. Party A shall have the right to terminate this Agreement at any time with written notice to Party B and Party C no less than thirty (30) days in advance.

14.4

It is confirmed by the Parties that this Agreement represent their fair and reasonable agreements made on the basis of equity and mutual benefits. If any clause hereof is held invalid or unenforceable under applicable laws, such clause shall be deemed to have been deleted from this Agreement and invalid, and the remainder of this Agreement will continue to have effect and be deemed to have excluded such clause. The Parties will negotiate to replace the deleted clause with legal, valid one acceptable to each of the Parties.

14.5

Any failure or delay on the part of any Party to exercise any rights, powers or privileges hereunder shall not operate as a waiver thereof. Any single or partial exercise of such rights, powers or privileges shall not preclude any further exercise of such rights, powers or privileges.

14.6

This Agreement is in four originals with each Party holding one thereof. Each of the originals has the same effect.

[Remaining intentionally left blank]

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be duly executed on their behalf by a duly authorized representative as of the date first written above.

PARTY A: BEIJING JINGDONG CENTURY TRADE CO., LTD.


/s/ Beijing Jingdong Century Trade Co., Ltd.
(Seal of Beijing Jingdong Century Trade Co., Ltd.)

By:		/s/ Richard Qiangdong Liu

PARTY B: BEIJING JIASHENG INVESTMENT MANAGEMENT CO., LTD.


/s/ Beijing Jiasheng Investment Management Co., Ltd.
(Seal of Beijing Jiasheng Investment Management Co., Ltd.)

By:		/s/ Pang Zhang

PARTY C:


By:		/s/ Richard Qiangdong Liu

By:		/s/ Yayun Li

By:		/s/ Pang Zhang

Schedule A

The following schedule sets forth information about the business operations agreements substantially in form as this exhibit that the Registrant entered into with certain other Chinese variable interest entities. Other than the information set forth below, there is no material difference between such other agreements and this exhibit.


VIE	Executing Parties	Execution Date
Beijing Yuanyi Freight Forwarding Co., Ltd.	Party A: Beijing Jingbangda Trade Co., Ltd. Party B: Beijing Yuanyi Freight Forwarding Co., Ltd. Party C: Richard Qiangdong Liu, Yayun Li and Pang Zhang	January 5, 2017

Jiangsu Jingdong Bangneng Investment Management Co., Ltd.	Party A: Beijing Jingdong Century Trade Co., Ltd. Party B: Jiangsu Jingdong Bangneng Investment Management Co., Ltd. Party C: Richard Qiangdong Liu, Yayun Li and Pang Zhang	September 8, 2016

Suqian Limao Donghong Investment Management Co., Ltd.	Party A: Suqian Yitong Information Technology Co., Ltd. Party B: Suqian Limao Donghong Investment Management Co., Ltd. Party C: Richard Qiangdong Liu and Yayun Li	December 28, 2016

Beijing Andist Technology Co., Ltd.	Party A: Beijing Jingdong Century Trade Co., Ltd. Party B: Beijing Andist Technology Co., Ltd. Party C: Richard Qiangdong Liu, Yayun Li and Pang Zhang	December 1, 2016

Shanghai Jingdong Cai’ao E-commercial Co., Ltd.	Party A: Beijing Jingdong Century Trade Co., Ltd. Party B: Shanghai Jingdong Cai’ao E-commercial Co., Ltd. Party C: Richard Qiangdong Liu, Yayun Li and Pang Zhang	December 20, 2016

Suzhou Guanyinghou Media Technology Co., Ltd.	Party A: Suqian Daxi Information Technology Co., Ltd. Party B: Suzhou Guanyinghou Media Technology Co., Ltd. Party C: Qian Yang	December 11, 2017

Beijing JPT E-Commerce Co., Ltd.	Party A: Beijing QGX Information Technology Co., Ltd. Party B: Beijing JPT E-Commerce Co., Ltd. Party C: Richard Qiangdong Liu, Yayun Li and Pang Zhang	March 28, 2018

Jingdong Cloud Computing Co., Ltd.	Party A: Jingdong Longyun Technology Co., Ltd. Party B: Jingdong Cloud Computing Co., Ltd. Party C: Richard Qiangdong Liu, Yayun Li and Pang Zhang	November 29, 2018

Suqian Jiantong Enterprise Management Co., Ltd.	Party A: Suqian Daxi Information Technology Co., Ltd. Party B: Suqian Jiantong Enterprise Management Co., Ltd. Part C: Xinshi Wang, Suzhou Guanyinghou Media Technology Co., Ltd.	April 18, 2019

Exhibit 4.29

EXCLUSIVE PURCHASE OPTION AGREEMENT

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:

Party A: Beijing Jingdong Century Trade Co., Ltd. , a wholly foreign owned company incorporated in the PRC with registered address at Room B168, Building 2, No. 99, Kechuang 14 Street, Beijing Economic and Technological Development Zone, Beijing;

Party B: Richard Qiangdong Liu , with PRC identification number of ***;

Yayun Li , with PRC identification number of ***; and

Pang Zhang , with PRC identification number of ***

And

Party C: Beijing Jiasheng Investment Management Co., Ltd. , a limited liability company incorporated and existing under the laws of the PRC, with registered address at Floor 20, Block A, Building 1, 19 Ronghua Middle Street, Beijing Economic and Technological Development Zone, Beijing.

(Party A, Party B and Party C individually being referred to as a “Party” and collectively the “Parties”)

Whereas ,

1.	Party C is a limited liability company duly incorporated and validly existing under the PRC laws. Party B has an aggregate holding of 100% equity interests in Party C, with Richard Qiangdong Liu, Yayun Li and Pang Zhang holding 45%, 30% and 25% thereof, respectively;

2.	Party B and Party C have made a Loan Agreement (the “Loan Agreement”) and an Equity Pledge Agreement (the “Equity Pledge Agreement”) dated June 15, 2016; and

NOW, THEREFORE, the Parties hereby agree as follows through negotiations:

1.	Purchase and Sale of Equity Interests

1.1

Grant of Right

1.2

Procedures

1.3

Purchase Price

1.3.1

1.3.2

1.4

Transfer of the Purchased Equity Interest

When Party A exercises the Purchase Option:

1.4.1

1.4.2

Party B shall enter into an equity interest transfer agreement with Party A and/ or the Designated Person pursuant to the terms and conditions of this Agreement and the Purchase Notice;

1.4.3

The Parties shall execute all other contracts, agreements or documents, obtain all governmental approvals and consents, and conduct all actions that are necessary to transfer the ownership of the Purchased Equity Interest to Party A and or the Designated Person free from any security interest and cause Party A and/or the Designated Person to be registered as the owner of the Purchased Equity Interest. For the purpose of this Section l.4.3 and this Agreement, “Security Interest” includes guarantees, mortgages, pledges, third-party rights or interests, any purchase option, right of acquisition, right of first refusal, right of set-off, ownership detainment or other security arrangements, but excludes any security interest arising from this Agreement or the Equity Pledge Agreement.

1.4.4

2.	Covenants regarding the Equity Interest

2.1

Party C hereby covenants that:

2.1.1

2.1.2

It will maintain due existence of Party C, prudently and effectively operate and handle its business in accordance with fair financial and business standards and customs;

2.1.3

2.1.4

2.1.5

It will continue all business operations normally to maintain its asset value, and refrain from any action/omission that may adversely affect its business operations and asset value;

2.1.6

Without prior written consent by Party A, not to enter into any material agreement, other than those executed in the ordinary course of business;

2.1.7

Without prior written consent by Party A, it will not provide any loan or guaranty to any person;

2.1.8

Upon Party A’s request, it will provide Party A with information regarding its operations and financial conditions;

2.1.9

It will buy and maintain requisite insurance policies from an insurer acceptable to Party A, the amount and type of which will be the same with such insurance policies maintained by the companies having similar operations, properties or assets in the same region;

2.1.10

Without prior written consent by Party A, it will not combine, merge with, acquire or make investment to any person;

2.1.11

It will immediately notify Party A of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income;

2.1.12

2.1.13

Without prior written consent by Party A, it will not distribute any dividend or bonus to any of its shareholders.

2.2	Party B hereby covenants that:

2.2.1

2.2.2

2.2.3

2.2.4

2.2.5

It will immediately notify Party A of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income;

2.2.6

It will cause Party C’s shareholders’ meeting to vote for the transfer of the Purchased Equity Interest provided hereunder;

2.2.7

In order to keep its ownership of the equity interests of Party C. it will execute all requisite or appropriate documents, conduct all requisite or appropriate actions, and make all requisite or appropriate claims, or make requisite or appropriate defense against all claims;

2.2.8

At the request of Party A, it will appoint any person nominated by Party A to the board of Party C;

2.2.9

At the request of Party A at any time, it will transfer unconditionally and immediately the Purchased Equity Interest to Party A or any Designated Person and waive the right of first refusal regarding the Purchased Equity Interest. If the equity interest of Party C could by sold or transferred to any party other than Party A or the Designated Person, Party B may not waive its right of first refusal without Party A’s consent;

2.2.10

2.2.11

It irrevocably undertakes to be severally and jointly liable for the obligations provided hereunder.

3.	Representations and Warranties

Each of Party B and Party C represents and warrants, jointly and severally, to Party A that as of the date of this Agreement:

3.1

3.2

3.3

Party B has good and entire ownership of and creates no security interest or encumbrance upon any of its assets,

3.4

Party C has no outstanding debt, except for those (i) incurred during its ordinary course of business, and (ii) disclosed to and approved in writing by Party A.

3.5

Party C is in compliance with all applicable laws and regulations.

4.	Effectiveness and Term

4.1

This Agreement shall be effective as of the date of its execution. The Parties agree and confirm that the effect of this Agreement shall retrospect to August 25, 2016. Once effective, this Agreement will replace the Original Exclusive Purchase Option Agreement.

4.2

The term of this Agreement is ten (10) years. This Agreement may be extended for another ten (10) years upon Party A’s written confirmation prior to the expiration of this Agreement, and so forth thereafter.

4.3

During the term provided in Section 4.2, if Party A or Party C is terminated at expiration of their respective operation term (including any extension of such term) or by any other reason, this Agreement shall be terminated upon such termination.

5.	Termination

5.1

At any time during the term of this Agreement and any extended term hereof, if Party A can not exercise the Purchase Option pursuant to Section 1 due to then applicable laws, Party A can, at its own discretion, unconditionally terminate this Agreement by issuing a written notice to Party B without any liability.

5.2

If Party C is terminated due to bankruptcy, dissolution or being ordered to close down by the laws during the term of this Agreement and its extension period„ the obligations of Party B hereunder shall be terminated upon the termination of Party C; notwithstanding anything to the contrary, Party B shall immediately repay the principal and any interest accrued thereupon under the Loan Agreement.

5.3

Except under circumstances indicated in Section 5.2, Party B may not unilaterally terminate this Agreement at any time during the term and extension periods of this Agreement without Party A’s written consent.

6.	Taxes and Expenses

7.	Breach of Contract

7.1

7.2

The following events shall constitute a default by Party B:

(1)

Party B breaches any provision of this Agreement, or any representation or warranty made Party B under this Agreement is untrue or proves inaccurate in any material aspect;

(2)

Party B assigns or otherwise transfers or disposes of any of its rights under this Agreement without the prior written consent by Party A; or

(3)

Any breaches by Party B which renders this Agreement, the Loan Agreement, and the Equity Pledge Agreement unenforceable.

7.3

Should a breach of contract by Party B or violation by Party B of the Loan Agreement and the Equity Pledge Agreement occur, Party A may:

(1)

request Party B to immediately transfer all or any part of the Purchased Equity Interests to Party A or the Designated Person pursuant to this Agreement; and

(2)

recover the principal and the interest accrued thereupon under the Loan Agreement.

8.	Notices

Notices or other communications required to be given by any Party pursuant to this Agreement shall be made in writing and delivered personally or sent by mail or facsimile transmission to the addresses of the other Parties set forth below or other designated addresses notified by such other Parties to such Party from time to time. The date when the notice is deemed to be duly served shall be determined as the follows: (a) a notice delivered personally is deemed duly served upon the delivery; (b) a notice sent by mail is deemed duly served on the seventh (7 th ) day after the date when the air registered mail with postage prepaid has been sent out (as is shown on the postmark), or the fourth (4 th ) day after the delivery date to the internationally recognized courier service agency; and (c) a notice sent by facsimile transmission is deemed duly served upon the receipt time as is shown on the transmission confirmation of relevant documents.


If to Party A: Beijing Jingdong Century Trade Co., Ltd.

Address:		***
		***
		***

Phone: ***
Fax: ***
Attention: ***

If to Party B:

Richard Qiangdong Liu

Address:		***
		***
		***

Phone: ***
Fax: ***

Pang Zhang

Address:		***
		***
		***

Phone: ***
Fax: ***

Yayun Li

Address:		***
		***
		***

Phone: ***
Fax: ***

If to Party C: Beijing Jiasheng Investment Management Co., Ltd.

Address:		***
		***
		***

Phone: ***
Fax: ***
Attention: ***

9.	Applicable Law and Dispute Resolution

9.1

The formation, validity, performance and interpretation of this Agreement and the disputes resolution under this Agreement shall be governed by the PRC laws.

9.2

10.

Confidentiality

All Parties acknowledge and confirm that any oral or written materials exchanged by and between the Parties in connection with this Agreement are confidential. All Parties shall keep in confidence all such information and not disclose it to any third party without prior written consent from other Parties unless (a) such information is known or will be known by the public (except by disclosure of the receiving party without authorization); (b) such information is required to be disclosed in accordance with applicable laws or rules or regulations; or (c) if any information is required to be disclosed by any party to its legal or financial advisor for the purpose of the transaction of this Agreement, such legal or financial advisor shall also comply with the confidentiality obligation similar to that stated hereof. Any disclosure by any employee or agency engaged by any Party shall be deemed the disclosure of such Party and such Party shall assume the liabilities for its breach of contract pursuant to this Agreement. This Article shall survive expiration or termination of this Agreement.

11.

Miscellaneous

11.1

The headings contained in this Agreement are for the convenience of reference only and shall not be used to interpret, explain or otherwise affect the meaning of the provisions of this Agreement.

11.2

The Parties agree to promptly execute any document and take any other action reasonably necessary or advisable to perform provisions and purpose of this Agreement.

11.3

11.4

The Parties may amend and supplement this Agreement in writing. Any amendment and/or supplement to this Agreement by the Parties is an integral part of and has the same effect with this Agreement

11.5

This Agreement shall be binding upon and for the benefit of all the Parties hereto and their respective inheritors, successors and the permitted assigns.

11.6

Any Party’s failure to exercise the rights under this Agreement in time shall not be deemed as its waiver of such rights and would not affect its future exercise of such rights.

11.7

11.8

Unless with prior written consent from Party A, none of Party B or Party C may assign any of its rights and obligations under this Agreement to any third party.

11.9

This Agreement is made in five (5) originals with each Party holding one (1) original. Each original has the same effect.

[No text below]

(Signature Page)

IN WITNESS THEREOF, each Party has signed or caused its legal representative to sign this Agreement as of the date first written above.


Party A: Beijing Jingdong Century Trade Co., Ltd.

/s/ Beijing Jingdong Century Trade Co., Ltd.
(Seal of Beijing Jingdong Century Trade Co., Ltd.)

By:		/s/ Richard Qiangdong Liu

Party B: Richard Qiangdong Liu

By:		/s/ Richard Qiangdong Liu

Pang Zhang

By:		/s/ Pang Zhang

Yayun Li

By:		/s/ Yayun Li

Party C: Beijing Jiasheng Investment Management Co., Ltd.

/s/ Beijing Jiasheng Investment Management Co., Ltd.
(Seal of Beijing Jiasheng Investment Management Co., Ltd.)

By:		/s/ Pang Zhang

Schedule A

The following schedule sets forth information about the exclusive purchase option agreements substantially in form as this exhibit that the Registrant entered into with certain other Chinese variable interest entities. Other than the information set forth below, there is no material difference between such other agreements and this exhibit.


VIE	Executing Parties	Effective Date	Execution Date
Beijing Yuanyi Freight Forwarding Co., Ltd.	Party A: Beijing Jingbangda Trade Co., Ltd. Party B: Richard Qiangdong Liu, Yayun Li and Pang Zhang Party C: Beijing Yuanyi Freight Forwarding Co., Ltd.	January 5, 2017	January 5, 2017

Jiangsu Jingdong Bangneng Investment Management Co., Ltd.	Party A: Beijing Jingdong Century Trade Co., Ltd. Party B: Richard Qiangdong Liu, Yayun Li and Pang Zhang Party C: Jiangsu Jingdong Bangneng Investment Management Co., Ltd.	September 8, 2016	September 8, 2016

Suqian Limao Donghong Investment Management Co., Ltd.	Party A: Suqian Yitong Information Technology Co., Ltd. Party B: Richard Qiangdong Liu and Yayun Li Party C: Suqian Limao Donghong Investment Management Co., Ltd.	December 8, 2015	December 28, 2016

Beijing Andist Technology Co., Ltd.	Party A: Beijing Jingdong Century Trade Co., Ltd. Party B: Richard Qiangdong Liu, Yayun Li and Pang Zhang Party C: Beijing Andist Technology Co., Ltd.	December 1, 2016	December 1, 2016

Shanghai Jingdong Cai’ao E-commercial Co., Ltd.	Party A: Beijing Jingdong Century Trade Co., Ltd. Party B: Richard Qiangdong Liu, Yayun Li and Pang Zhang Party C: Shanghai Jingdong Cai’ao E-commercial Co., Ltd.	December 20, 2016	December 20, 2016

Suzhou Guanyinghou Media Technology Co., Ltd.	Party A: Suqian Daxi Information Technology Co., Ltd. Party B: Qian Yang Party C: Suzhou Guanyinghou Media Technology Co., Ltd.	December 11, 2017	December 11, 2017

Beijing JPT E-Commerce Co., Ltd.	Party A: Beijing QGX Information Technology Co., Ltd. Party B: Richard Qiangdong Liu, Yayun Li and Pang Zhang Party C: Beijing JPT E-Commerce Co., Ltd.	March 28, 2018	March 28, 2018

Jingdong Cloud Computing Co., Ltd.	Party A: Jingdong Longyun Technology Co., Ltd. Party B: Richard Qiangdong Liu, Yayun Li and Pang Zhang Party C: Jingdong Cloud Computing Co., Ltd.	November 29, 2018	November 29, 2018

Exhibit 4.30

LOAN AGREEMENT

This LOAN AGREEMENT (this “Agreement”), dated August 25, 2016, is made in Beijing, the People’s Republic of China (“PRC”) by and among:

Lender: Beijing Jingdong Century Trade Co., Ltd., with registered address at Room B168, Building 2, No. 99, Kechuang 14 Street, Beijing Economic and Technological Development Zone, Beijing;

And

Borrowers:

Richard Qiangdong Liu;

Pang Zhang;

Yayun Li

(In this Agreement, the Lender and the Borrowers are individually referred to as a “Party”, collectively the “Parties”)

NOW, THEREFORE, the Parties hereby agree as follows through friendly negotiations:

Loan

1.1

Subject to the terms and conditions of this Agreement, the Lender agrees to provide a loan at an aggregate amount of one million (¥1,000,000.00) (the “Loan”) to the Borrowers, which Loan will be provided by Richard Qiangdong Liu, Pang Zhang and Yayun Li at the amount of RMB four hundred and fifty thousand (¥450,000.00), RMB two hundred and fifty thousand (¥250,000.00) and RMB three hundred thousand (¥300,000.00), respectively.

1.2

It is confirmed that the Lender has provided, and the Borrowers have received, the full amount of the Loan upon execution of this Agreement.

1.3

The Borrowers agree to use the Loan to pay for their investment in the registered capital of Beijing Jiasheng Investment Management Co., Ltd., or the Borrower Company, and, unless with prior written consent of the Lender, will not use the Loan for any other purpose, or transfer or pledge its shares or other interests in the Borrower Company to any third party.

1.4

The Borrowers confirm that they have received the Loan upon execution of this Agreement and used the Loan to pay for their investment in the Registered Capital of the Borrower Company.

1.5

It is confirmed that the Lender will not charge any interest upon the Loan, unless otherwise provided herein.

2.	Term of Loan

2.1

2.2

During the term or any extended term of the Loan, the Loan will become immediately due and payable by the Borrowers pursuant to the terms of this Agreement if:

(1)

The Borrowers die or become a person incapacitated or with limited capacity for civil acts;

(2)

The Borrowers resign or are dismissed by the Lender, the Borrower Company or any affiliate of the Lender;

(3)

The Borrowers commit a crime or are involved in a crime;

(4)

Any third party pursue any claim of more than RMB 100,000 against any of the Borrowers and the Lender has reasonable ground to believe that the Borrowers will not be capable to pay for such claim;

(5)

The Lender decides to perform the Exclusive Purchase Option Agreement (as defined below) when foreign enterprises are allowed to control or wholly own the Borrower Company under applicable PRC laws;

(6)

(7)

This Agreement, the Equity Pledge Agreement, or the Exclusive Purchase Option Agreement is terminated or held invalid by any court for any reason other than the Lender’s.

3.	Repayment of Loan

3.1

3.2

3.3

It is agreed and confirmed by the Parties that the Borrowers shall be deemed to have fulfilled their repayment obligations hereunder only after both of the following conditions have been satisfied.

(1)

The Borrowers have transferred all of their equity interests in the Borrower Company to the Lender and/or their designated person; and

(2)

The Borrowers have repaid to the Lender all of the transfer proceeds or an amount equivalent to the maximum amount permitted by the laws.

3.4

3.5

4.	Obligations of the Borrowers

4.1

The Borrowers will repay the Loan according to the provisions of this Agreement and requirements from the Lender.

4.2

The Borrowers will enter into an Equity Pledge Agreement (the “Equity Pledge Agreement”) with the Lender and the Borrower Company, whereby the Borrowers agree to pledge all of their equity interests in the Borrower Company to the Lender.

4.3

The Borrowers will enter into an Exclusive Purchase Option Agreement (the “Exclusive Purchase Option Agreement”) with the Lender and the Borrower Company, whereby the Borrowers will to the extent permitted by the PRC laws grant an irrevocable and exclusive purchase option for the Lender to purchase all or any part of the equity interest in the Borrower Company from the Borrowers.

4.4

The Borrowers will perform their obligations under this Agreement, the Equity Pledge Agreement and the Exclusive Purchase Option Agreement, and provide support for the Lender to complete all filings, approvals, authorizations, registration and other government procedures necessary to perform such agreements.

4.5

The Borrowers will sign an irrevocable power of attorney authorizing a person designated by the Lender to exercise on its behalf all of its rights as the shareholder of the Borrower Company.

5.	Representations and Warranties

5.1

The Lender represents and warrants to the Borrowers that from the date of this Agreement until termination hereof:

(1)

It is a wholly foreign-owned company duly incorporated and validly existing under the laws of the PRC;

(2)

(3)

(4)

This Agreement, once executed, becomes legal, valid and enforceable obligations upon the Lender.

5.2

The Borrowers represent and warrant that from the date of this Agreement until termination hereof:

(1)

They are fully capable to conduct civil acts;

(2)

The Borrower Company is a limited liability company incorporated and validly existing under the PRC laws, and the Borrowers are the legal owners of the Borrower Equity;

(3)

(4)

This Agreement, once executed, becomes legal, valid and enforceable obligations upon the Borrowers;

(5)

They have paid the full investment relating to the Borrower Equity according to law, and received a verification report for such payment from a qualified accounting firm;

(6)

(7)

There is no existing or potential dispute, suit, arbitration, administrative proceeding or any other legal proceeding in which the Borrowers and/or the Borrower Equity is involved; and

(8)

The Borrower Company has completed all government approvals, authorizations, licenses, registrations and filings necessary to conduct its businesses and own its assets.

6.	Covenants from the Borrowers

6.1

The Borrowers covenant in their capacity of the shareholders of the Borrower Company that during the term of this Agreement they will procure the Borrower Company:

(1)

(2)

to maintain its existence, prudently and effectively operate its businesses and deal with its affairs in line with fair financial and business standards and customs;

(3)

(4)

(5)

to always conduct its business operations in ordinary course to maintain the value of its assets;

(6)

without prior written consent from the Lender, not to enter into any material agreement other than those executed in its ordinary course of business;

(7)

not to provide any loan or credit to any party without prior written consent from the Lender;

(8)

to provide any and all information regarding its operations and financial conditions at the request from the Lender;

(9)

(10)

without prior written consent from the Lender, not to combine, merge with, acquire or make investment to any person;

(11)

to immediately notify the Lender of any actual or potential litigation, arbitration or administrative proceeding regarding its assets, business and income;

(12)

to execute any document, conduct any action, and make any claim or defense necessary or appropriate to maintain its ownership of all of its assets;

(13)

without prior written consent from the Lender, not to distribute any dividend or bonus to any of its shareholders;

(14)

to appoint any person nominated by the Lender or the parent of the Lender to its board at the request of the Lender; and

(15)

to strictly comply with the provisions of the Exclusive Purchase Option Agreement, and not to make any act or omission which may affect its validity and enforceability.

6.2

The Borrowers covenant during the term of this Agreement:

(1)

(2)

(3)

to procure the shareholders of the Borrower Company not to approve its merger or association with, or acquisition of or investment in any person without prior written consent from the Lender;

(4)

to immediately notify the Lender of any actual or potential litigation, arbitration or administrative proceeding regarding the Borrower Equity;

(5)

to execute any document, conduct any action, and make any claim or defense necessary or appropriate to maintain its ownership of the Borrower Equity;

(6)

not to make any act and/or omission which may affect any asset, business or liability of the Borrower Company without prior written consent from the Lender;

(7)

to appoint any person nominated by the Lender or the parent of the Lender to the board of the Borrower Company at the request of the Lender;

(8)

(9)

(10)

if the Lender purchases the Borrower Equity from the Borrowers pursuant to the Exclusive Purchase Option Agreement, to use the price of such purchase to repay the Loan to the Lender on priority; and

(11)

7.	Liabilities for Breach of Contract

7.1

7.2

8.	Notices

Notices or other communications required to be given by any Party pursuant to this Agreement shall be made in writing and delivered personally or sent by mail or facsimile transmission to the addresses of the other Parties set forth below or other designated addresses notified by such other Parties to such Party from time to time. The date when the notice is deemed to be duly served shall be determined as the follows: (a) a notice delivered personally is deemed duly served upon the delivery; (b) a notice sent by mail is deemed duly served on the seventh (7th) day after the date when the air registered mail with postage prepaid has been sent out (as is shown on the postmark), or the fourth (4th) day after the delivery date to the internationally recognized courier service agency; and (c) a notice sent by facsimile transmission is deemed duly served upon the receipt time as is shown on the transmission confirmation of relevant documents.

If to the Lender: Beijing Jingdong Century Trade Co., Ltd.


Address:		***
		***
Phone:		***
Fax:		***
Attention:		***

If to the Borrowers:


Richard Qiangdong Liu

Address:		***
		***
Phone:		***
Fax:		***

Pang Zhang

Address:		***
		***
Phone:		***
Fax:		***

Yayun Li

Address:		***
		***
Phone:		***
Fax:		***

9.	Confidentiality

10.

Applicable Law and Dispute Resolution

10.1

The formation, validity, performance and interpretation of this Agreement and the disputes resolution under this Agreement shall be governed by the PRC laws.

10.2

The Parties shall strive to settle any dispute arising from or in connection with this Agreement through friendly consultation. In case no settlement can be reached through consultation within thirty (30) days after the request for consultation is made by any Party, any Party can submit such matter to China International Economic and Trade Arbitration Commission for arbitration in accordance with its then effective rules. The arbitration shall take place in Beijing. The arbitration award shall be final and binding upon all the Parties.

11.

Miscellaneous

11.1

The headings contained in this Agreement are for the convenience of reference only and shall not be used to interpret, explain or otherwise affect the meaning of the provisions of this Agreement.

11.2

11.3

The Parties agree to promptly execute any document and take any other action reasonably necessary or advisable to perform provisions and purpose of this Agreement.

11.4

11.5

The Parties may amend and supplement this Agreement in writing. Any amendment and/or supplement to this Agreement by the Parties is an integral part of and has the same effect with this Agreement.

11.6

This Agreement shall be binding upon and for the benefit of all the Parties hereto and their respective inheritors, successors and the permitted assigns.

11.7

Any Party’s failure to exercise the rights under this Agreement in time shall not be deemed as its waiver of such rights and would not affect its future exercise of such rights.

11.8

11.9

Unless with prior written consent from the Lender, the Borrowers may not assign any of their rights and obligations under this Agreement to any third party.

11.10

This Agreement is made in three (3) originals with each Party holding one (1) original. Each original has the same effect.

(No text below)

(Signature Page)

IN WITNESS THEREOF, each Party has signed or caused its legal representative to sign this Agreement as of the date first written above.


Party A: Beijing Jingdong Century Trade Co., Ltd.

/s/ Beijing Jingdong Century Trade Co., Ltd.
(Seal of Beijing Jingdong Century Trade Co., Ltd.)

By:		/s/ Richard Qiangdong Liu

Party B:

Richard Qiangdong Liu

By:		/s/ Richard Qiangdong Liu

Pang Zhang

By:		/s/ Pang Zhang

Yayun Li

By:		/s/ Yayun Li

Schedule A


VIE	Executing Parties	Loan Amount	Effective Date	Execution Date
Beijing Yuanyi Freight Forwarding Co., Ltd.	Lender: Beijing Jingdong Century Trade Co., Ltd. Borrowers: Richard Qiangdong Liu, Yayun Li and Pang Zhang	Amount: an aggregate of RMB3,000,000.00 lent to the Borrowers, of which RMB 1,350,000.00 will be provided to Richard Qiangdong Liu, RMB 900,000.00 will be provided to Yayun Li and RMB 750,000 will be provided to Pang Zhang	January 5, 2017	January 5, 2017

Jiangsu Jingdong Bangneng Investment Management Co., Ltd.	Lender: Beijing Jingdong Century Trade Co., Ltd. Borrowers: Richard Qiangdong Liu, Yayun Li and Pang Zhang	Amount: an aggregate of RMB80,000,000.00 lent to the Borrowers, of which RMB 36,000,000.00 will be provided to Richard Qiangdong Liu, RMB 20,000,000.00 will be provided to Pang Zhang and RMB 24,000,000 will be provided to Yayun Li.	September 8, 2016	September 8, 2016

Suqian Limao Donghong Investment Management Co., Ltd.	Lender: Suqian Yitong Information Technology Co., Ltd. Borrowers: Richard Qiangdong Liu and Yayun Li	Amount: an aggregate of RMB1,000,000.00 lent to the Borrowers, of which RMB 620,000.00 will be provided to Richard Qiangdong Liu and RMB 380,000.00 will be provided to Yayun Li.	December 28, 2016	December 28, 2016

Beijing Andist Technology Co., Ltd.	Lender: Beijing Jingdong Century Trade Co., Ltd. Borrowers: Richard Qiangdong Liu, Yayun Li and Pang Zhang	Amount: an aggregate of RMB2,000,000.00 lent to the Borrowers, of which RMB 900,000.00 will be provided to Richard Qiangdong Liu, RMB 500,000.00 will be provided to Pang Zhang and RMB 600,000 will be provided to Yayun Li.	December 1, 2016	December 1, 2016

Shanghai Jingdong Cai’ao E-commercial Co., Ltd.	Lender: Beijing Jingdong Century Trade Co., Ltd. Borrowers: Richard Qiangdong Liu, Yayun Li and Pang Zhang	Amount: an aggregate of RMB1,000,000.00 lent to the Borrowers, of which RMB 4,500,000.00 will be provided to Richard Qiangdong Liu, RMB 2,500,000.00 will be provided to Pang Zhang and RMB 3,000,000 will be provided to Yayun Li.	December 20, 2016	December 20, 2016

Suzhou Guanyinghou Media Technology Co., Ltd.	Lender: Suqian Daxi Information Technology Co., Ltd. Borrower: Qian Yang	Amount: an aggregate of RMB10,000,000.00 lent to Qian Yang.	December 11, 2017	December 11, 2017

Beijing JPT E-Commerce Co., Ltd.	Lender: Beijing QGX Information Technology Co., Ltd. Borrowers: Richard Qiangdong Liu, Yayun Li and Pang Zhang	Amount: an aggregate RMB 10,000,000 lent to the Borrowers, of which RMB4,500,000 will be provided to Richard Qiangdong Liu, RMB3,000,000 will be provided to Yayun Li and RMB2,500,000 will be provided to Pang Zhang.	March 28, 2018	March 28, 2018

Jingdong Cloud Computing Co., Ltd.	Lender: Jingdong Longyun Technology Co., Ltd. Borrowers: Richard Qiangdong Liu, Yayun Li and Pang Zhang	Amount: an aggregate RMB 50,000,000 lent to the Borrowers, of which RMB22,500,000 will be provided to Richard Qiangdong Liu, RMB15,000,000 will be provided to Yayun Li and RMB12,500,000 will be provided to Pang Zhang.	November 29, 2018	November 29, 2018


VIE	Executing Parties	Loan Amount	Effective Date	Execution Date

Suqian Jiantong Enterprise Management Co., Ltd.	Lender: Suqian Daxi Information Technology Co., Ltd. Borrowers: Xinshi Wang, Suzhou Guanyinghou Media Technology Co., Ltd.	Amount: an aggregate amount of RMB10,010,000, of which RMB10,000,000 will be provided Suzhou Guanyinghou Media Technology Co., Ltd. and RMB10,000 will be provided to Xinshi Wang	April 18, 2019	April 18, 2019

Exhibit 4.44

AGREEMENT ON SUBSCRIBING SHARES

JINGDONG DIGITS TECHNOLOGY HOLDING CO., LTD.

by and between

Suqian Juhe Digital Enterprise Management Co., Ltd.

and

Jingdong Digits Technology Holding Co., Ltd.

THIS AGREEMENT ON SUBSCRIBING SHARES OF JINGDONG DIGITS TECHNOLOGY HOLDING CO., LTD. (this “Agreement”), dated as of June 25, 2020, is made and entered into by and between the following parties in Beijing, the People’s Republic of China (“PRC”, which, for the purpose of this Agreement, excludes Hong Kong Special Administrative Region, Macao Special Administrative Region, and Taiwan Region):

Jingdong Digits Technology Holding Co., Ltd., a limited liability company registered under the laws of the PRC, with its registered address at Room 221, F/2, Block C, No. 18, Kechuang 11 Street, Beijing Economic and Technological Development Zone, Beijing, PRC (“JD Digits” or the “Company”).

B.	Suqian Juhe Digital Enterprise Management Co., Ltd., a limited liability company registered under the laws of the PRC, with its registered address at Room 206, Building #2, JD Cloud East China Data Center, Hubin New Area, Suqian City (the “Subscriber”).

The Company and Subscriber hereto are referred to individually as a “Party” and collectively as the “Parties”.

WHEREAS

JD Digits is a limited liability company duly organized and validly existing under the laws of the PRC, with the current registered capital of RMB 3,060,813,142. Now, JD Digits is intended to conduct This Transaction and agrees that the Subscriber subscribes the additional shares after being approved by the board of directors and shareholders’ meeting.

JD Group entered into the FRAMEWORK AGREEMENT on March 1, 2017 with JD Digits and other related entities, which stipulates JD Group’s rights to share profits of JD Digits. The FRAMEWORK AGREEMENT is to be terminated by related parties through the Termination Agreement signed on the same date as this Agreement. JD.com, Inc. desires to acquire JD Digits’ shares by the Subscriber’s contribution of RMB1,781,357,008, and control a total of 1,781,357,008 shares of JD Digits through This Transaction.

The Subscriber desires to subscribe for JD Digits’ shares according to the terms and conditions contained herein (the “Share Subscription”).

NOW, THEREFORE, in consideration of the foregoing and mutual agreements and commitments stated hereafter, the Parties hereby agree as follows:

Article I Definitions

1.1	For the purpose of the Agreement, the following terms used herein shall have the following meanings:

(1)

“This Transaction” means the Share Subscription stipulated by the Parties herein.

(2)

“Law” means the laws, regulations, ordinances, provisions, rules, criterions, orders, specifications or normative documents of China or other jurisdictions.

(3)

“Register of shareholders” means the register shareholders in the form shown in Schedule B herein.

(4)

“RMB” means the lawful money of the PRC.

(5)

“Business secret” means the trade secrets, software programs and data, proprietary technology, and other confidential or proprietary technology, business and other materials, including manufacturing and production techniques and know-how, research and development materials, technologies, drawings, specifications, designs, plans, schemes, technical data, financial, marketing and business data, pricing and cost data, business and marketing plans, customer and supplier lists and materials, and all rights to restrict the use or disclosure of the foregoing in any jurisdiction.

(6)

“Tax” or “Taxes” means any and all taxes, charges, levies, tax payments, duties and other fees (including any and all interests, fines, additional taxes and additions imposed thereon or with respect thereto) imposed by any government or tax authority, including but not limited to the taxes or other charges on income, franchise, accidental income or other profits, gross income, property, sales, use, salary, employment, social security, and unemployment compensation; the taxes or other charges related to consumption, withholding, transfer, value added or business; the license, registration and document charges; duties, tax payments and similar charges.

(7)

“Government authority” means any central or local government, regulatory or administrative agency, department or committee, or any court, tribunal and other judicial or arbitral institution of China or other countries.

(8)

“Written notice” means the notice in the form of contract, letter and data message (including telegram, telex, fax, electronic data exchange and e-mail), which can tangibly express the contents contained therein.

1.2	Interpretation

In this Agreement, unless the context otherwise requires:

References to Articles and Schedules herein are references to articles, clauses and schedules of this Agreement. Unless otherwise stated, these articles, schedules and recitals shall be deemed as an integral part of the Agreement;

(1)

Headings of provisions of this Agreement are for convenience of reference only and shall not be deemed to limit or otherwise affect the interpretation of the text hereof;

(2)

“Include”, “includes” and “including” herein shall be deemed to be followed by “without limitation” whether or not they are in fact followed by such words;

(3)

The words “herein”, “hereof,” “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular provision;

(4)

Any laws defined or mentioned in this Agreement or in any agreement or document referenced herein refer to the laws revised, amended, or supplemented from time to time, including the subsequent laws replacing the original one;

(5)

References to the subject refer to its permitted successors and assignees.

Article II Share Subscription

2.1	Share Subscription

(1)

The Parties confirm that the Company has a total of 3,060,813,142 shares before This Transaction and plans to issue 1,781,357,008 new shares. According to terms and conditions herein, the Parties agree that the Subscriber contributes RMB 1,781,357,008 (the “Share Subscription Payment”) in monetary as the consideration for subscription of 1,781,357,008 shares issued by the Company in This Transaction (the “Subject Shares”) at the price of RMB 1.00 per share.

(2)

The Subscriber shall pay the Share Subscription Payment in the amount confirmed in the written notice (see Schedule A) in cash to the designated account of the Company within fifteen (15) days after receiving such written notice or other time as agreed by the Company in written, provided that the conditions for Share Subscription as agreed in the Article 4.2 are met.

2.2	Register of shareholders and change in industrial and commercial registration

(1)

The Company shall provide the following documents to the Subscriber on the day when the Subscriber fulfills its obligations under Item (2), Article 2.1 of this Agreement:

(i)

(ii)

Registered share (as proof of ownership);

(iii)

Letter of consent issued by the ultimate controller on waiving its preemptive right to the Subject Shares;

(iv)

New articles of association or amendment to the articles of association reviewed and approved by the Company for This Transaction.

(2)

The Company shall handle the industrial and commercial registration/filing of changes about the increase of registered capital and amendments to articles of association related to This Transaction within thirty (30) days after the Subscriber fulfills its obligations under Item (2), Article 2.1 of this Agreement.

2.3	Closing of Share Subscription

According to terms and conditions herein, the “Closing Date of Share Subscription” means the date when the Subscriber makes payment as agreed in Item (2), Article 2.1 of this Agreement, and the Company issues the register of shareholders to the Subscriber (subject to the time on the register of shareholders). The Subscriber becomes a shareholder of the Company, enjoys corresponding rights, and assumes relevant obligations of shareholder from the Closing Date of Share Subscription.

Article III Representations and Warranties

3.1	Further measures

(1)

The Parties hereto shall make all reasonable efforts to take or prompt others to take all necessary and appropriate or requisite measures, handle or prompt others to handle all relevant matters under this Agreement, sign and deliver all necessary documents and materials according to the laws and regulations, so as to implement provisions herein and complete This Transaction stipulated in this Agreement.

(2)

The Parties further confirms that on the date of signing this Agreement, the Company will sign an agreement with JD.com, Inc. according to Schedule C.

3.2	Warranties and commitments of the Company

(1)

The Company warrants that it is a legal entity duly organized and validly existing with the subject qualification to execute this Agreement and fulfill its obligations hereunder, that it has obtained all the required authorities or approvals at the present stage (including approvals for signing this Agreement and fulfilling its obligations hereunder), and that this Agreement is the true expression of its intention;

(2)

The Company will properly handle any outstanding matters related to or arising from the execution and performance of this Agreement with the Subscriber according to the relevant laws and regulations.

3.3	Warranties and commitments of the Subscriber

(1)

The Subscriber warrants that it is a legal entity duly organized and validly existing with the subject qualification to execute this Agreement and fulfill its obligations hereunder, that it has obtained all the required authorities or approvals at the present stage, and that this Agreement is the true expression of its intention;

(2)

The Subscriber will pay the Share Subscription Payment in full and on time according to this Agreement.

Article IV Prerequisites for Share Subscription

4.1	Prerequisites for the Company’s performance of Article 2.2 herein and other obligations hereunder

With regard to the Company, the prerequisites for This Transaction (including but not limited to matters set forth in Article 2.2) are as follows, which shall be satisfied on or before the Closing Date of Share Subscription:

(1)

The board of directors and shareholders’ meeting of the Company have reviewed and approved proposals regarding This Transaction, and the amendments to the articles of associations related to This Transaction.

(2)

The Subscriber has signed and delivered the transaction documents (this Agreement) to the Company.

(3)

The warranties and commitments of the Subscriber herein are true and accurate when made and as of the Closing Date of Share Subscription.

4.2	Prerequisites for the Subscriber’s performance of Article 2.1 herein and other obligations hereunder

With regard to the Subscriber, the prerequisites for This Transaction (including but not limited to matters set forth in Article 2.1) are as follows, which shall be satisfied on or before the Closing Date of Share Subscription, and can be waived in whole or in part at the Subscriber’s discretion:

(1)

This Agreement and other agreements set forth in Schedule C have been signed by the Company; and the SUPPLEMENTARY AGREEMENT (III) TO AGREEMENT ON INVESTMENT IN BEIJING JINGDONG FINANCIAL TECHNOLOGY HOLDING CO., LTD. has been signed by the Company, the Subscriber and other related parties.

(2)

The warranties and commitments of the Company herein are true and accurate when made and as of the Closing Date of Share Subscription.

(3)

(i) The board of directors and shareholders’ meeting have reviewed and approved proposals regarding This Transaction, the increase of registered capital and the amendments to the articles of associations related to This Transaction; (ii) This Transaction has been approved by the administrative authority.

Article V Expenses and Taxes

Unless otherwise agreed in this Agreement, the Parties shall bear all kinds of taxes and fees payable by each party arising from the Share Subscription, other own expenses incurred by hiring external lawyers, auditors and investment consultants for the Share Subscription, or other expenses and taxes regulated by laws and policies.

Article VI Liabilities for Breach of Agreement

Where a party fails to perform or fully perform any provision hereunder (the “Defaulting Party”), the Non-Defaulting Party shall be entitled to claim compensation for all actual losses incurred by the Defaulting Party.

Article VII Termination

7.1	Termination

The rights and obligations of the Party meeting any of the following conditions shall be terminated.

(1)

This Agreement may be terminated upon the unanimous consent of the Parties in writing;

(2)

This Transaction has not been approved by the board of directors or the shareholders’ meeting of the Company;

(3)

The Non-Defaulting Party shall be entitled to unilaterally terminate this Agreement and pursue the liability for any breach according to this Agreement where any party commits a breach and fails to take remedial actions within thirty (30) days after receiving the written notice requesting such rectification from the Non-Defaulting Party, or where such party materially violates this Agreement which makes this Agreement unenforceable.

7.2	Effectiveness of termination

Where terminated according to Article 7.1, this Agreement shall be null, void and non-binding to any party, save that:

(1)

The Articles 8.1, 8.2, 8.9 and 8.10 shall survive; and

(2)

The liability for breach of any party hereunder shall not be released by any provisions of this Agreement.

Article VIII General

8.1

Notice

(1)

All notices or written communications hereunder (including all offers, written documents or notices) shall be made in Chinese and delivered to the corresponding party in the following ways:

(i)

In person; or

(ii)

Express mail; or

(iii)

E-mail; or

(iv)

Fax.

(2)

All notices hereunder shall be deemed received:

(i)

Upon the signature of the notified party on receipt or other proofs of delivery if delivered personally;

(ii)

Within five (5) working days after delivery if delivered by express mail;

(iii)

Upon the display of sent successfully on the E-mail system if delivered by E-mail;

(iv)

The next working day following the date marked on the confirmation of the fax machine (indicating that the complete and uninterrupted fax has been sent to the relevant fax number) if delivered by fax.

(3)

The addresses shown on the signature page of this Agreement are the valid correspondence address of the Parties; any party may notify the other party to change the correspondence address at any time as specified in Article 8.1 herein during the term of this Agreement.

8.2	Confidentiality

(1)

Any party shall keep all details of this Agreement and This Transaction, correspondences, and documents provided hereunder confidential, and shall not disclose the aforesaid information to any party other than the signatory of this Agreement in any way for other purposes except for This Transaction, without the prior written approval of the other party.

(2)

The financial statements, contract information and technical materials related to the Company shall be kept as business secret and shall not be disclosed to any third party.

(3)

The following disclosures made for the purpose of this Agreement shall be excluded: (i) any disclosure to the directors, officers and employees of the Parties and their affiliates who need to know about this Agreement; (ii) any disclosure made to the professional service agencies under the obligation of confidentiality of this Agreement employed by either party, and (iii) any necessary disclosure made to relevant government departments and regulatory body (in which case, the disclosing party shall promptly notify the other party of the proposed disclosure and, to a reasonable extent, adopt the suggestions of the other party prior to such disclosure).

8.3	Force Majeure

(1)

For the purpose of this Agreement, the force majeure event means any event that cannot be reasonably controlled, unpredictable, or inevitable and insurmountable, which makes it objectively impossible or impractical for the affected Party to perform this Agreement in whole or in part, including but not limited to earthquakes, typhoons, epidemics, floods, tsunami, fires, wars, strikes, riots, act of government, law change, or other unpredictable, inevitable and uncontrollable events.

(2)

In case of any force majeure, the obligations of any party affected by the force majeure shall be suspended automatically during the delay period caused by such force majeure, and fulfilled in an automatically extended period equivalent to the suspension period. The affected party shall not be liable for liability of breach.

(3)

The party claiming to be affected by force majeure shall notify the other party in writing in time and provide the other party with sufficient evidence of the occurrence and duration of force majeure within fifteen (15) working days. In addition, the claiming party shall make all reasonable efforts to eliminate the influence of such force majeure.

(4)

In case of force majeure, the Parties shall immediately negotiate with each other to seek a fair solution, and make all reasonable efforts to minimize the impact of force majeure.

8.4	Severability

Where any term or provision hereunder becomes invalid, illegal or unenforceable according to any law or public policy, the remaining terms and provisions shall remain in full force, provided that the economic or legal substance of the proposed transaction hereunder is not materially adversely affected in any way. When any term or provision is deemed invalid, illegal or unenforceable, the Parties shall negotiate in good faith to amend this Agreement, realize the original intention of the Parties possibly in an acceptable way, and complete the transaction contemplated in this Agreement as originally planned to the utmost extent.

8.5	Entire Agreement

This Agreement and all schedules hereto will supersede all written and oral agreements and commitments made by the Parties on the proposed transactions herein before the signing date.

8.6	Non-waiver

No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof. The exercising or partial exercising of any right, power or privilege hereunder shall not prevent the exercising of such right, power or privilege again in the future.

8.7

Amendment

This Agreement shall not be revised or amended, unless made in written document signed by the Parties.

8.8	Assignment and Succession

Unless otherwise agreed in this Agreement or otherwise expressly agreed in writing by the Parties (which may be given or refused by the Parties at their own discretion), the Subscriber shall not transfer any rights or obligations hereunder due to the implementation of laws or other reasons. This Agreement shall be binding on and exist for the benefit of the Parties and their respective successors and assignees.

8.9	Governing Laws

The construction, effectiveness, interpretation, performance of this Agreement and the settlement of disputes hereunder shall be governed by the laws of PRC.

8.10	Settlement of Disputes

(1)

Any dispute concerning this Agreement shall be settled by the Parties through amicable negotiation. Should such negotiation be failed, either party shall be entitled to submit the relevant dispute to China International Economic and Trade Arbitration Commission for arbitration in Beijing in accordance with its arbitration rules that in force.

(2)

The Parties shall continue to perform other provisions hereunder except for the disputed matters submitted for arbitration.

8.11

Validity

This Agreement shall become effective from the date when the Company and the Subscriber are both stamped. Where the relevant procedures for industrial and commercial registration of changes are required, the Parties shall separately sign any document (if any) related to the matters hereunder as required by the industrial and commercial registration authority. In case of any contradiction or inconsistency between this Agreement and the aforesaid document, this Agreement shall prevail.

8.12	Counterparts

This Agreement is executed in quadruplicate, with each Party holding one copy and other copies kept by the Company for approval, registration or filing (if necessary).

(Remainder of Page Intentionally Left Blank, the Signature Page and Schedules Followed)

(This page is intentionally left blank) (Signature Page to the AGREEMENT ON SUBSCRIBING SHARES OF JINGDONG DIGITS TECHNOLOGY HOLDING CO., LTD.)

Company:

Jingdong Digits Technology Holding Co., Ltd. (Official Seal)

Legal Representative (or Authorized Representative): /s/ Authorized Signatory (Signature)

June 25, 2020

(This page is intentionally left blank) (Signature Page to the AGREEMENT ON SUBSCRIBING SHARES OF JINGDONG DIGITS TECHNOLOGY HOLDING CO., LTD.)

Subscriber:

Suqian Juhe Digital Enterprise Management Co., Ltd. (Official Seal)

Legal Representative (Signature/Seal): /s/ Authorized Signatory

June 25, 2020

Exhibit 4.45

AMENDED AND RESTATED AGREEMENT (II)

This AMENDED AND RESTATED AGREEMENT (II) (this “Agreement”), dated as of November 9, 2020, is made and entered into by and between the following parties in Beijing, the People’s Republic of China (“PRC”, which, for the purpose of this Agreement, excludes Hong Kong Special Administrative Region, Macao Special Administrative Region, and Taiwan Region):

JD.com, Inc., a company organized under the Laws of the Cayman Islands (“JD Group”);

Jingdong Digits Technology Holding Co., Ltd., a limited liability company registered under the laws of the PRC (unified social credit code: 91110302053604529E), with its registered address at Room 221, F/2, Block C, No. 18, Kechuang 11 Street, Beijing Economic and Technological Development Zone, Beijing, PRC (the “Company”).

WHEREAS, JD Group entered into the FRAMEWORK AGREEMENT on March 1, 2017 with the Company and other related entities, which was then terminated by related parties through the TERMINATION AGREEMENT. The Parties signed the FORM OF AGREEMENT on June 25, 2020 to confirm and restate Section 10.7 under the FRAMEWORK AGREEMENT. The Parties entered into the AMENDED AND RESTATED AGREEMENT (the “ORIGINAL AGREEMENT”) on September 9, 2020 to amend and restate the FORM OF AGREEMENT. Now, the Parties hereto negotiation in good faith and enter into the Agreement to amend and restate the ORIGINAL AGREEMENT.

NOW, THEREFORE, in consideration of the foregoing, the Parties hereby agree as follows:

I.	Business scope

The Parties agree that their respective business scope is as follows:

Prior to the first date upon which JD Group and the Company cease to be under common Control of Mr. Qiangdong Liu (the “Ultimate Controller”), the Company shall not, and shall cause its subsidiaries not to, without the prior written consent of JD Group, directly or indirectly engage in, carry out, or participate in the Group Business (as defined below) as an owner, partner or principal (including through any arrangement that function similarly to equity interests) , or otherwise compete with JD Group in the Group Business. Notwithstanding the foregoing, the Company and its subsidiaries may from time to time make passive investments (including in equity securities and/or debt securities or instruments), regardless of whether such invested companies compete with the Group Business or not, provided however that the Company and its subsidiaries shall not Control such invested companies.

1 / 6

For the purpose of this Agreement,

(1) “Control ” , as used with respect to any entity, means the possession, directly or indirectly having the power to direct the management and policies of such entity through voting rights, agreements or any other means, the same below;

(2) “Group Business” refers to the e-commerce business (and its reasonable expansion) carried out by JD Group and its subsidiaries from time to time;

(3) A “subsidiary”, with respect to a party, refers to: (a) an entity in which such party beneficially owns, directly or indirectly, more than 50% of the voting rights or other interests; (b) an entity in which such party holds more than 50% of the economic interests, including those held through VIE structure or other contractual arrangements; or (c) an entity, the financial statements of which can be consolidated according to applicable accounting standards.

Where the Company first engages in, carries out, participates or invests in the business at a time when it is not prohibited from doing so pursuant to Article 1 hereof, the Company shall be permitted to continue to engage or participate in such business notwithstanding any such prohibition arising after such time, including as a result of subsequent changes to the scope of the Group Business.

Prior to the first date upon which JD Group and the Company cease to be under common Control of the Ultimate Controller, JD Group shall not, and shall cause its subsidiaries not to, without the prior written consent of the Company, directly or indirectly engage in, carry out, or participate in the Company Business (as defined below) as an owner, partner or principal (including through any arrangement that function similarly to equity interests) or otherwise compete with JD Group in the Company Business.

For the purpose of this Agreement, “Company Business” refers to the financial, financial derivatives, and other financial-related businesses operated by the Company and its subsidiaries from time to time, including consumer finance, supply chain finance, third party payment, factoring, insurance brokerage and agency, crowd funding (including product and equity crowd funding), wealth management, securities brokerage, banking, financial leasing, asset management, and credit reference businesses.

4.	Notwithstanding the foregoing, JD Group and its subsidiaries shall not be restricted from engaging in the following activities or investments set forth in this Article 4:

2 / 6

(1)

JD Group and its subsidiaries may, directly or indirectly, engage in or participate in the businesses set forth in Annex 1 hereto from time to time.

(2)

JD Group and its subsidiaries may from time to time make passive investments (including investments in equity securities and/or debt securities or instruments), regardless of whether such invested companies compete with the Company Business, provided however that JD Group and its subsidiaries shall not Control such invested companies. However, in the case that JD Group and its subsidiaries are prohibited by applicable laws from making such passive investments, JD Group and the Company shall negotiate in good faith on the sale or disposal of such investments to the Company or third parties.

(3)

JD Group and its subsidiaries may from time to time enter into and perform contracts and agreements with third parties for provision or procurement of payment services, other financial services and products (including data sharing and traffic support).

II.

Representations and Warranties

1.	The Company warrants that it is a legal entity duly organized and validly existing with the qualification to execute this Agreement and fulfill its obligations hereunder, and that this Agreement is the true expression of its intention.

2.	JD Group warrants that it is a legal entity duly organized and validly existing with the qualification to execute the Agreement and fulfill its obligations hereunder, and that this Agreement is the true expression of its intention.

III. Where a party fails to perform or fully perform any provision hereunder (the “Defaulting Party”), the Non-Defaulting Party shall be entitled to claim compensation for all actual losses arising out of or resulting from such failure to perform by the Defaulting Party.

IV. The execution and performance of this Agreement by the Parties represent their true intention. This Agreement shall become legally binding upon and enforceable against the Parties once it becomes effective.

V. The Parties shall keep this Agreement confidential, except for the following disclosures made for the purpose of this Agreement: (i) any disclosure made to the directors, officers, employees of the Parties and their affiliates who need to know about this Agreement; (ii) any disclosure made to the professional service agencies under the obligation of confidentiality of this Agreement employed by either party, and (iii) any necessary disclosure made to relevant government departments and regulatory body (in which case, the disclosing party shall promptly notify the other party of the proposed disclosure and, to a reasonable extent, adopt the suggestions of the other party prior to such disclosure).

3 / 6

VI. The construction, effectiveness, interpretation, performance of this Agreement and the settlement of disputes hereunder shall be governed by the laws of PRC.

VII. Any dispute concerning this Agreement shall be settled by the Parties through amicable negotiation. Should such negotiation be failed, either Party shall be entitled to submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration in Beijing in accordance with its arbitration rules then in force. During the settlement of dispute, the Parties shall continue to perform other provisions hereunder except for the disputed matters submitted for arbitration.

VIII. This Agreement shall become effective from the date when the Agreement being executed by the Parties with official seal or signature of their respective legal representative/authorized representative, and shall entirely supersede the ORIGINAL AGREEMENT.

IX. This Agreement is executed in duplicate, with each party holding one copy with the same legal effect.

4 / 6

(This page is intentionally left blank) (Signature Page to the AMENDED AND RESTATED AGREEMENT (II))

JD.com, Inc.

(Seal)

Authorized Representative (Signature): /s/ Authorized Signatory

5 / 6

(This page is intentionally left blank) (Signature Page to the AMENDED AND RESTATED AGREEMENT (II))

Jingdong Digits Technology Holding Co., Ltd.

(Seal)

Legal Representative/Authorized Representative (Signature): /s/ Authorized Signatory

6 / 6

Exhibit 4.46

SUPPLEMENTARY AGREEMENT (III)

AGREEMENT ON INVESTMENT

BEIJING JINGDONG FINANCIAL TECHNOLOGY HOLDING CO., LTD.

THIS SUPPLEMENTARY AGREEMENT (III) TO AGREEMENT ON INVESTMENT IN BEIJING JINGDONG FINANCIAL TECHNOLOGY HOLDING CO., LTD. (this “Agreement”), dated as of June 25, 2020, is made and entered into by and among the following parties in Beijing, the People’s Republic of China (“PRC”, which, for the purpose of this Agreement, excludes Hong Kong Special Administrative Region, Macao Special Administrative Region, and Taiwan Region):

Qiangdong Liu (“Actual Controller”), with PRC identification number of ***;

Shengqiang Chen, with PRC identification number of ***;

Suqian Dongtai Jinrong Investment Management Center (Limited Partnership), a limited partnership organized under the Laws of the PRC, with its registered address at Room 418, Hengtong Building, No. 19 Hongzehu East Road, Suyu District, Suqian City, Jiangsu Province, PRC (“Suqian Dongtai”);

Beijing Sequoia Hongde Equity Investment Center (Limited Partnership), a limited partnership organized under the Laws of the PRC, with its registered address at No. C2125, F/2, Building 16, Yard 37, Chaoqian Road, Science and Technology Park Zone, Changping District, Beijing, PRC (“Squoia”);

Beijing Jiashi Yuanrui Investment Management Center (Limited Partnership), a limited partnership organized under the Laws of the PRC, with its registered address at Room 1128, No. 6 Anfu Street, Houshayu Town, Shunyi District, Beijing, PRC (“Jiashi Yuanrui”);

Suzhou Taiping Jingchuang Investment Management Corporation (Limited Partnership), a limited partnership organized under the Laws of the PRC, with its registered address at No. 58 South Tiancheng Road, High-speed Rail New Town, Suzhou City, Jiangsu Province, PRC (“Taiping”);

Beijing Rongzhi Huineng Investment Management Center (Limited Partnership), a limited partnership organized under the Laws of the PRC, with its registered address at Room 2503, F/4, Building 6, Yard 1, Futong East Street, Chaoyang District, Beijing, PRC (“Rongzhi Huineng”);

Shanghai Huasheng Lingfei Equity Investment Partnership (Limited Partnership), a limited partnership organized under the Laws of the PRC, with its registered address at Building C, No. 888 Second Huanhu West Road, Nanhui New Town, Pudong New Area, Shanghai, PRC (“Huasheng”);

Hangzhou Lingfeng Xinqi Venture Capital Partnership (Limited Partnership), a limited partnership organized under the Laws of the PRC, with its registered address at 11-27, Block A, Water Affairs Building, No. 1038 Jincheng Road, Beigan Sub-district Office, Xiaoshan District, Hangzhou City, Zhejiang Province, PRC (“Lingfeng”);

Ningbo Chuangshi Kangrong Equity Investment Fund Partnership (Limited Partnership) (the former “Ningbo Xinyue Kangrong Equity Investment Fund Partnership (Limited Partnership)”), a limited partnership organized under the Laws of the PRC, with its registered address at G1026, Area A, Room 401, Building 1, No. 88 Qixing Road, Meishan, Beilun District, Ningbo City, Zhejiang Province, PRC (“Chuangshi Kangrong”);

Beijing Zhong’an Xintou Consulting Co., Ltd. (the former “Beijing Kuaile Weiyun Investment Co., Ltd.”), a limited liability company organized under the Laws of the PRC with its registered address at Room 1561, No. 84-10 Wenquan Road, Wenquan Town, Haidian District, Beijing, PRC (“Zhong’an Xintou”);

Shanghai Chuangji Investment Center (Limited Partnership), a limited partnership organized under the Laws of the PRC, with its registered address at Room 526, Building B, No. 68 Dongheyan, Chengqiao Town, Chongming District, Shanghai (Shanghai Chengqiao Economic Development Zone), PRC (“Chuangji”);

Shanghai Duofangbu Sifeng Venture Capital Partnership (Limited Partnership), a limited partnership organized under the Laws of the PRC, with its registered address at Room 1594, No. 19, Lane 38, Caoli Road, Fengjing Town, Jinshan District, Shanghai, RPC (“Duofangbu”);

Beijing Xinrunheng Equity Investment Partnership (Limited Partnership), a limited partnership organized under the Laws of the PRC, with its registered address at Room 2322, Unit 1, F/25, Building 1, No. 3 Rongjing East Street, Beijing Economic and Technological Development Area, Beijing, PRC (“Xinrun”);

Suqian Linghang Fangyuan Equity Investment Center (Limited Partnership), a limited partnership organized under the Laws of the PRC, with its registered address at Room 416-429, Hengtong Building, No. 19 Hongzehu East Road, Suyu District, Suqian City, Jiangsu Province, PRC (“Suqian Linghang Fangyuan”);

Shannan Jiashi Fengqiao Venture Capital Partnership (Limited Partnership), a limited partnership organized under the Laws of the PRC, with its registered address at (Room 3-4, Unit 3, Building 16, Zone I, Office Area) Nedong Road, Zedang Town, Nedong District, Shannan City, Tibet Autonomous Region, PRC (“Jiashi Fengqiao”);

Shannan Jiashi Guotai Venture Capital Partnership (Limited Partnership), a limited partnership organized under the Laws of the PRC, with its registered address at (No. 4, Right of B1, Unit 2, Shuisi Building), Hunan Road, Zedang Town, Nedong District, Shannan City, Tibet Autonomous Region, PRC (“Jiashi Guotai”);

Shannan Jiashi Hengyi Venture Capital Partnership (Limited Partnership), a limited partnership organized under the Laws of the PRC, with its registered address at (Room 2-1, Unit 3, Building 16, Zone I, Office Area) Nedong Road, Zedang Town, Nedong District, Shannan City, Tibet Autonomous Region, PRC (“Jiashi Hengyi”);

Shannan Jiashi Hongsheng Venture Capital Partnership (Limited Partnership), a limited partnership organized under the Laws of the PRC, with its registered address at (Room 3-3, Unit 3, Building 16, Zone I, Office Area) Nedong Road, Zedang Town, Nedong District, Shannan City, Tibet Autonomous Region, PRC (“Jiashi Hongsheng”);

Shannan Jiashi Kaizhuo Venture Capital Partnership (Limited Partnership), a limited partnership organized under the Laws of the PRC, with its registered address at (Room 2-3, Unit 3, Building 16, Zone I, Office Area) Nedong Road, Zedang Town, Nedong District, Shannan City, Tibet Autonomous Region, PRC (“Jiashi Kaizhuo”);

Shannan Xinrui Venture Capital Partnership (Limited Partnership) (the former “Shannan Jiashi Yuancheng Venture Capital Partnership (Limited Partnership)”), a limited partnership organized under the Laws of the PRC, with its registered address at Room 1-2, Unit 3, Building 16, Zone I, Office Area, Nedong District, Shannan City, Tibet Autonomous Region, PRC (“Shannan Xinrui”);

Hangzhou Xuanrong Equity Investment Partnership (Limited Partnership), a limited partnership organized under the Laws of the PRC, with its registered address at Room 146-6, No. 88-1, Marshal Temple, Shangcheng District, Hangzhou City, Zhejiang Province, PRC (“Hangzhou Xuanrong”);

Hangzhou Hanrong Equity Investment Partnership (Limited Partnership), a limited partnership organized under the Laws of the PRC, with its registered address at Room 146-8, No. 88-1, Marshal Temple, Shangcheng District, Hangzhou City, Zhejiang Province, PRC (“Hangzhou Hanrong”);

Suqian Donghe Shengrong Equity Investment Center (Limited Partnership), a limited partnership organized under the Laws of the PRC, with its registered address at Room 416-429, Hengtong Building, No. 19 Hongzehu East Road, Suyu District, Suqian City, Jiangsu Province, PRC (“Suqian Donghe Shengrong”);

Zhoushan Qingtai Equity Investment Partnership (Limited Partnership), a limited partnership organized under the Laws of the PRC, with its registered address at Room 303-39026, Enterprise Service Center, Zhoushan Port Comprehensive Bonded Zone, Zhejiang Province, PRC (in the Pilot Free Trade Zone) (“Zhoushan Qingtai Investment”);

Suqian Handing Jinxiu Investment Management Partnership (Limited Partnership), a limited partnership organized under the Laws of the PRC, with its registered address at Room 306 -A078, Internet Finance Center, No. 19 Hongzehu East Road, Suyu District, Suqian City, Jiangsu Province, RPC (“Suqian Handing Jinxiu”);

Ningbo Tianshi Renhe Equity Investment Partnership (Limited Partnership) (the former “Ningbo Tianyi Tianshi Equity Investment Center (Limited Partnership)”), a limited partnership organized under the Laws of the PRC, with its registered address at E0222, Area A, Room 401, Building 1, No. 88 Qixing Road, Meishan, Beilun District, Ningbo City, Zhejiang Province, PRC (“Tianshi Investment”);

Suqian Boda Heneng Fund Management Partnership (Limited Partnership), a limited partnership organized under the Laws of the PRC, with its registered address at Room 416-429, Hengtong Building, No. 19 Hongzehu East Road, Suyu District, Suqian City, Jiangsu Province, PRC (“Suqian Boda Heneng”);

Suzhou Chensu Jinming Investment Partnership (Limited Partnership), a limited partnership duly organized and validly existing under the Laws of the PRC, with its registered address at Building 15, No. 183 Suhong East Road, Suzhou Industrial Park, Suzhou City, Jiangsu Province, PRC (“Chensu Jinming”);

CICC Qidong Equity Investment (Xiamen) Partnership (Limited Partnership), a limited partnership organized under the Laws of the PRC, with its registered address at A311, Unit 308, No. 16 Yunding North Road, Jinshan Sub-district Office, Huli District, Xiamen City, Fujian Province, PRC (“CICC Qidong”);

Zhongyin Investment Asset Management Co., Ltd., a limited liability company organized under the Laws of the PRC, with its registered address at Room 8F-812-388, F/8, Xidanhui Building, No. 110 Xidan North Street, Xicheng District, Beijing, PRC (“Zhongyin Capital”);

Beijing Zhong’an Xincheng Investment Management Center (Limited Partnership), a limited partnership organized under the Laws of the PRC, with its registered address at 224, Block B, Beijing Fund Town Building, No.1 Jinyuan Street, Changgou Town, Fangshan District, Beijing, PRC (“Zhong’an Fund”);

Shenzhen Rongyi Investment Center (Limited Partnership), a limited partnership organized under the Laws of the PRC, with its registered address at Room 201, Building A, No. 1 Qianwan First Road, Qianhai Shenzhen-Hong Kong Cooperation Zone, Shenzhen, Guangdong Province, PRC (“Shenzhen Rongyi”);

Dongguan Dongzheng Jinxin No. 1 Equity Investment Partnership (Limited Partnership), a limited partnership organized under the Laws of the PRC, with its registered address at F/26, Jinyuan Center, No. 1 Keyuan South Road, Chuangye Community, Guancheng Sub-district Office, Dongguan City, Guangdong Province, PRC (“Dongzheng Jinxin”);

Suqian Dongrui Yingtai Equity Investment Partnership (Limited Partnership), a limited partnership organized under the Laws of the PRC, with its registered address at Room 416-429-YS0080, Hengtong Building, No. 19 Hongzehu East Road, Suyu District, Suqian City, Jiangsu Province, PRC (“Dongrui Yingtai”);

Suzhou Yuanhe Houwang Growth Phase I Equity Investment Fund Partnership (Limited Partnership), a limited partnership organized under the Laws of the PRC, with its registered address at 205-1, Building 14, No. 183 Suhong East Road, Suzhou Industrial Park, Suzhou City, Jiangsu Province, PRC (“Yuanhe Houwang”);

Beijing Runxin Ruilong Equity Investment Management Center (Limited Partnership), a limited partnership organized under the Laws of the PRC, with its registered address at No. 109-1, F/1, Building 2, Balongqiao Yayuan, Qiaozi Town, Huairou District, Beijing, PRC (“Runxin Ruilong”);

Suqian Mingjin Chuangyuan Enterprise Management Consulting Partnership (Limited Partnership), a limited partnership organized under the Laws of the PRC, with its registered address at Room 425-427-YS02049, Hengtong Building, No. 19 Hongzehu East Road, Suyu District, Suqian City, Jiangsu Province, PRC (“Suqian Mingjin”);

Guoxin Central Enterprises Operating (Guangzhou) Investment Fund (Limited Partnership), a limited partnership organized under the Laws of the PRC, with its registered address at X1301-C2616, (Self-named Building 1) No. 106 Fengze East Road, Nansha District, Guangzhou City, Guangdong Province, PRC (“Guoxin Fund”);

Qijingke (Xiamen) Equity Investment Management Partnership (Limited Partnership), a limited partnership organized under the Laws of the PRC, with its registered address at A425, Unit 308, No. 16 Yunding North Road, Jinshan Sub-district Office, Huli District, Xiamen City, Fujian Province, PRC (“Qijingke”);

Suzhou Weixin Zhonghua Venture Capital Partnership (Limited Partnership), a limited partnership organized under the Laws of the PRC, with its registered address at Room 244, F/2, Building 19, Dongshahu Equity Investment Center, No. 183 Suhong East Road, Suzhou Industrial Park, Suzhou City, Jiangsu Province, PRC (“Weixin Zhonghua”);

JD.com, Inc., an exempted company with limited liability organized under the Laws of the Cayman Islands (“JD Group”);

Suqian Juhe Digital Enterprise Management Co., Ltd., a limited liability company organized under the Laws of the PRC, with its registered address at Room 206, Building #2, JD Cloud East China Data Center, Hubin New Area, Suqian City, Jiangsu Province, PRC (“Suqian Juhe”);

Jingdong Digits Technology Holding Co., Ltd. (the former “Beijing Jingdong Financial Technology Holding Co., Ltd.”, “Jingdong Digits Technology Co., Ltd.”), a limited liability company organized under the Laws of the PRC, with its registered address at Room 221, F/2, Block C, No. 18, Kechuang 11 Street, Beijing Economic and Technological Development Zone, Beijing, PRC (the “Company”).

The parties hereto are referred to collectively as the “Parties” and individually as “a Party”. Among them, Squoia, Jiashi Yuanrui, Taiping, Ronghui, Huasheng, Lingfeng, Chuangshi Kangrong, Guoxin Fund, Zhong’an Xintou, Chuangji, Duofangbu, Xinrun and Weixin Zhonghua are referred to collectively as “Series A Investors”; Jiashi Fengqiao, Jiashi Guotai, Jiashi Hengyi, Jiashi Hongsheng, Jiashi Kaizhuo, Shannan Xinrui, Hangzhou Xuanrong, Hangzhou Hanrong, Suqian Donghe Shengrong, Zhoushan Qingtai Investment, Suqian Handing Jinxiu, Tianshi Investment (Tianshi Investment is deemed as the Reorganization Investor with respect to the equity it obtains in reorganization transactions), Suqian Boda Heneng and Chensu Jinming are referred to collectively as “Reorganization Investors”; Reorganization Investors and Suqian Linghang Fangyuan are referred to collectively as “Reorganization Investment Participants”; CICC Qidong, Zhongyin Capital, Zhong’an Fund, Runxin Ruilong, Shenzhen Rongyi, Dongzheng Jinxin, Dongrui Yingtai, Yuanhe Houwang, Tianshi Investment (Tianshi Investment is deemed as the Series B Investor with respect to the equity it obtains in series B transactions) and Qijingke are referred to collectively as “Series B Investors”; Series A Investors, Reorganization Investors and Series B Investors are referred to collectively as the “Investors”.

RECITALS

WHEREAS, Investors and Suqian Linghang Fangyuan have entered into an investment agreement with Mr. Qiangdong Liu, Mr. Shengqiang Chen, Suqian Dongtai and the Company (concurrently herewith, Hongshan, Jiashi Yuanrui, Taiping, Ronghui, Huasheng, Lingfeng, Chuangshi Kangrong, Harbin Gloria Group, Zhong’an Xintou, Chuangji, Duofangbu, Xinrun, Weixin Lite, Jiashi Fengqiao, Jiashi Guotai, Jiashi Hengyi, Jiashi Hongsheng, Jiashi Kaizhuo, Shannan Xinrui, Hangzhou Xuanrong, Hangzhou Hanrong, Suqian Donghe Shengrong, Zhoushan Qingtai Investment, Suqian Handing Jinxiu, Tianshi Investment, Suqian Boda Heneng, Chensu Jinming, CICC Qidong, Zhongyin Capital, Zhong’an Fund, Shenzhen Rongyi, Dongzheng Jinxin, Dongrui Yingtai, Yuanhe Houwang and Suqian Linghang Fangyuan have entered into an agreement entitled “Investment Agreement on Beijing Jingdong Financial Technology Holding Co., Ltd.” (the “Series B Investment Agreement”) dated May 31, 2018 with Mr. Qiangdong Liu, Mr. Shengqiang Chen, Suqian Dongtai and the Company); Zhong’an Fund and Runxin Ruilong have entered into an agreement entitled “Agreement on Adjustment of Investment Share of Beijing Zhong’an Xincheng Investment Management Center (Limited Partnership)” dated June 29, 2018 with the Company. These agreements and those mentioned in paragraphs 2 and 3 below are referred to collectively as the “Investment Agreement”;

WHEREAS, except JD Group and Suqian Juhe, all the Parties hereto have entered into the “Supplementary Agreement (I) to Agreement on Investment in Beijing Jingdong Financial Technology Holding Co., Ltd.” dated June 20, 2020 to confirm the relevant interests, rights and obligations of shareholders involved in equity change of the Company after June 2018;

3.	WHEREAS, except Suqian Juhe, all the Parties hereto have entered into the “Supplementary Agreement (II) to Agreement on Investment in Beijing Jingdong Financial Technology Holding Co., Ltd.” dated June 20, 2020 to make an agreement on matters regarding special rights of the Investors;

4.	WHEREAS, Investors, Suqian Linghang Fangyuan, Mr. Qiangdong Liu, Mr. Shengqiang Chen, Suqian Dongtai, Suqian Mingjin and the Company have entered into the “Agreement on Matters regarding Investment Agreement on Beijing Jingdong Financial Technology Holding Co., Ltd.” dated June 20, 2020;

5.	WHEREAS, the Company and Suqian Juhe have entered into the “Share Subscription Agreement of Jingdong Digits Technology Holding Co., Ltd.” dated June 25, 2020 (the “Share Subscription Agreement”), pursuant to which, Suqian Juhe subscribed for 1,781,357,008 new shares of the Company;

6.	WHEREAS, JD Group controls 1,781,357,008 shares of the Company through Suqian Juhe;

NOW, THEREFORE, in consideration of the foregoing, the Parties hereby reach the following agreement through amicable negotiation on an equal and voluntary basis, with a bid to further define the rights and obligations of JD Group and Suqian Juhe:

1.	Right to Nominate Directors

Suqian Juhe is entitled to nominate the candidates of the Company’s directors (“Nominated Directors”) and the Parties hereto shall vote in favor of Suqian Juhe’s proposal for nomination of at least one (1) nominated director. After such candidate becomes the Company’s director, the Parties hereto shall cause the directors to vote at the board of directors in favor of Suqian Juhe’s proposal for nomination of one (1) director as the member of the audit committee.

Notwithstanding the foregoing, where the shares jointly held by JD Group and its subsidiaries (for the purpose of this Agreement, the “subsidiary”, with respect to any entity, refers to the subsidiaries with the financial statements that can be consolidated into the financial statements of such entity) are less than 50% of the Company’s shares subscribed by Suqian Juhe by executing the “Share Subscription Agreement”, i.e. 890,678,504 shares, the Parties hereto are no longer obliged to vote in favor of relevant proposals at the general meeting of shareholders as agreed, nor shall they cause the directors to vote in favor of relevant proposals at the board of directors, except that the number of shares held by JD Group and/or its subsidiaries is less than 50% due to the involuntary sale, transfer or abandonment of the Company’s shares they hold as required by laws and regulations.

2.	Information Rights

2.1

The Company shall, and shall cause each subsidiary to, maintain true books and records of account in which full and correct entries shall be made of all its business transactions pursuant to a system of accounting established and administered in accordance with GAAP, and shall set aside on its books all such proper accruals and reserves as shall be required under GAAP.

2.2

The Company shall deliver to JD Group relevant financial information by the following means, provided however that, where the Company declares for listing or is listed, but the applicable laws and regulatory requirements regarding information disclosure in the place where the Company is listed prevent the Company from providing the financial information stipulated in this article, the Company and JD Group shall negotiate in good faith on alternative schemes for provision of information:

2.2.1

Provide the unaudited consolidated balance sheets of the Company and its subsidiaries as of the end of each quarter, the related unaudited consolidated statements of operations, equity and cash flows of the Company and its subsidiaries for such quarterly period and for the period from the beginning of such fiscal year to the end of such quarterly period within forty-five (45) days after the end of each quarter.

For the avoidance of doubt, if such financial statements are prepared in accordance with IFRS or PRC GAAP, the Company shall provide a net profits reconciliation statement and a net assets reconciliation statement (“Reconciliation Statement for Differences in Principles”) within ninety (90) days after the end of each quarter, and shall cause such reconciliation statements to be reviewed by the Company’s auditor(s) at such time.

2.2.2

Provide the unaudited consolidated balance sheets of the Company and its subsidiaries as of the end of fiscal year, the consolidated income statements, equity and cash flows of the Company and its subsidiaries for such fiscal year “Unaudited Annual Financial Statements”) within forty-five (45) days after the end of each fiscal year.

For the avoidance of doubt, if such financial statements are prepared in accordance with IFRS or PRC GAAP, the Company shall provide “Reconciliation Statements for Differences in Principles” within ninety (90) days after the end of each fiscal year, and shall cause such reconciliation statements to be reviewed by the Company’s auditor(s) at such time.

2.2.3

Provide the audited consolidated balance sheets of the Company and its subsidiaries as of the end of such fiscal year, and the consolidated income statements, equity and cash flows, and relevant notes (“Audited Annual Financial Statements”) of the Company and its subsidiaries as soon as available, but in any event no later than ninety (90) days after the end of each fiscal year.

For the avoidance of doubt, if such audited annual financial statements are prepared in accordance with IFRS or PRC GAAP, the Company shall provide “Reconciliation Statements for Differences in Principles” within ninety (90) days after the end of each fiscal year, and shall cause such reconciliation statements to be reviewed by the Company’s auditor(s) at such time.

2.2.4

Upon JD Group’s request, the Company shall provide the following information as soon as possible (but no later than sixty (60) days) after the end of each quarter: (A) notes on material changes in unaudited consolidated balance sheets, income statements, equity and cash flows of such quarter; and (B) business indicators related to the Company’s business and used by the Company’s management for decision-making purposes (except for highly sensitive information, which, for the purpose of this Agreement, refers to any business, marketing, technology and other information with competitive sensitivity that the Company does not intend to publicly disclose, excluding the specific information that JD Group needs to prove through the supporting documents duly signed by its authorized personnel for the purpose of compliance with the public reporting requirements under applicable securities laws, NASDAQ Global Select Market Rules or rules of any other stock exchanges where the shares of JD Group are allowed to trade, or applicable laws).

2.3

All access of JD Group to information provided for in this Section shall be during normal business hours following reasonable advance notice to the Company, and in a manner that does not unreasonably interfere with the Company’s business operations.

2.4

Notwithstanding any other provisions of this Agreement, the Company is not obliged to, or to permit any of its auditor, to disclose to JD Group or the audit committee of JD Group’s board of directors: (i) any Highly Sensitive Information; (ii) any information to the extent such disclosure of such information would violate applicable laws; (iii) any information to the extent that disclosure thereof would constitute a breach of an agreement with a third party; or (iv) any information to the extent that disclosure thereof would result in violation against any confidentiality clauses applicable to the disclosing party.

3.	Preemptive Rights

3.1

Article 10.5 of the “Series B Investment Agreement” is restated as follows: Following any investment under the “Series B Investment Agreement” and until the qualified IPO of the Company, if the Company increases any registered capital or share capital, only the Actual Controller and/or designated entity and JD Group enjoy the preemptive rights, and any other entities are not entitled to such preemptive rights. Where the Company’s shareholders desire to transfer the equity, only the Actual Controller and/or designated entity and JD Group enjoy the preemptive rights, provided however that, the transfer of exempted shares shall be subject to Article 10.4 of the “Series B Investment Agreement”, and that the preemptive right between Suqian Linghang Fangyuan and Suqian Dongtai as one party and JD Group as the other party shall be subject to Article 4 of this Agreement. No other entities shall be entitled to such preemptive rights.

The specific contents of JD Group’s exercise of its preemptive rights are further defined in Article 3 of this Agreement.

3.2

Before the qualified IPO of the Company, where the Company proposes to increase any registered capital or share capital (“Additional Shares”), the Company shall, no later than thirty (30) days prior to issuing such Additional Shares, notify the Actual Controller, Suqian Juhe and JD Group in writing of such proposed issuance (which notice shall specify, to the extent practicable, the purchase price or a range for the purchase price, if any, for, and the terms and conditions of, such Additional Shares). Subject to Article 3.6 of this Agreement, the Actual Controller and/or its designated entity (“Actual Controller Preemptive Right Entity”), Suqian Juhe and JD Group and/or other entities it designates (such designated entities shall be those entities to which JD Group can transfer the shares of the Company in accordance with Article 4 of this Agreement, which refer to collectively as “JD Group Preemptive Right Entity” together with Suqian Juhe, and “Preemptive Right Entity” together with the Actual Controller Preemptive Right Entity) are entitled to subscribe for all or part of such Additional Shares upon the terms and conditions set forth in the notice.

3.3

Where the Preemptive Right Entity wishes to subscribe for all or part of such Additional Shares, the Preemptive Right Entity shall send a notice, which shall specify the number of Additional Shares it or its designated entity proposes to subscribe for.

3.4

With respect to any Additional Shares, the number of shares to which JD Group Preemptive Right Entity may exercise its preemptive right shall be at least the number of shares which make the proportion of shares of the Company held by JD Group and its subsidiaries (including Suqian Juhe) after this additional issuance equal to that held by JD Group and its subsidiaries (including Suqian Juhe) before this additional issuance (“Number of Preemptive Shares”). Where there are other entities enjoying or proposing to exercise the preemptive rights or similar rights in calculating the Number of Preemptive Shares, the Number of Preemptive Shares shall be recalculated and rounded off to an integer. During such recalculation, the amount of RMB or the equivalent amount of shareholders’ equity of the Company that these entities have promised to subscribe should be considered, so that the proportion of shares of the Company held by JD Group and its subsidiaries (including Suqian Juhe) after these entities exercise the corresponding preemptive rights is not less than that held by JD Group and its subsidiaries (including Suqian Juhe) before this additional issuance.

3.5

Unless otherwise unanimously agreed by the Actual Controller, JD Group and the Company, the Preemptive Right Entity shall subscribe for Additional Shares in cash by exercising their preemptive rights.

3.6

Where the Preemptive Right Entity proposes to exercise the preemptive rights under this article, the Preemptive Right Entity shall reply in writing within thirty (30) days after receiving the notice of issuance of additional shares sent by the Company. Such reply shall indicate that the Preemptive Right Entity wishes to subscribe for the Additional Shares at the issuance price of such Additional Shares by the Company, or specify the maximum/ minimum price at which it wishes to subscribe for such Additional Shares. When subscribing for the Additional Shares of the Company by exercising the preemptive rights, the Preemptive Right Entity shall complete the closing within sixty (60) days from the date when the Company sends the written notice to the Preemptive Right Entity, unless any government approval is otherwise needed for issuance of such Additional Shares. Where it takes longer time to apply for and obtain any government approval necessary for complete the subscription, the aforesaid sixty (60) days shall be postponed automatically, provided however that, the Preemptive Right Entity shall make all endeavors in good faith to obtain such government approval as soon as possible in accordance with applicable laws. In such case, the aforesaid duration shall expire on the fifth (5^th) working day after such government approval is obtained.

3.7

Prior to qualified IPO of the Company, where the Company increases any securities, options, warrants or other rights to subscribe for the Company’s equity interests (“Additional Issuance of Equity Securities of the Company”), the Preemptive Right Entity is entitled to exercise the preemptive rights in accordance with the aforesaid provisions of this article. The amount of equity securities that JD Group Preemptive Right Entity is entitled to subscribe for shall not be less than the amount multiplied by the proportion of shares of the Company held by JD Group and its subsidiaries (including Suqian Juhe) at that time by the total number of Additional Issuance of Equity Securities of the Company (“Number of Preemptive Equity Securities”). Where there are other entities enjoying or proposing to exercise the preemptive rights or similar rights in calculating the Number of Preemptive Equity Securities, the Number of Preemptive Equity Securities shall be recalculated and rounded off to an integer. During such recalculation, the number of equity securities that these entities have promised to subscribe should be considered, so that the proportion of shares of the Company held by JD Group and its subsidiaries (including Suqian Juhe) after these entities exercise the corresponding preemptive rights is not less than that held by JD Group and its subsidiaries (including Suqian Juhe) before this additional issuance.

4.	Share Transfer

If the Actual Controller, JD Group, Suqian Juhe, Suqian Linghang Fangyuan and Suqian Dongtai wish to transfer the shares of the Company held by them, the following provisions of this article shall apply.

The Parties unanimously agree and confirm that: (i) with respect to the preemptive rights to which only the Actual Controlled and/or its designated entities and JD Group and/or its designated entities are entitled when the shareholders of the Company wish to transfer their equity as stipulated in Article 10.5 of the “Series B Investment Agreement”, procedures for transferring such preemptive rights shall be implemented by reference to the following provisions of this article. Where multiple entities with the preemptive rights claim to exercise the preemptive rights, the proportion of shares on which the preemptive rights can be exercised by such entities shall be calculated based on the relative proportion of shares of the Company such entities hold at such time, or otherwise negotiated by such entities; (ii) subject to Article 10.4 of the “Series B Investment Agreement”, where the Actual Controller, Suqian Linghang Fangyuan and Suqian Dongtai transfer shares of the Company they hold to any unrelated third parties, JD Group and Suqian Juhe may exercise the preemptive rights according to the procedures stated in Article 4.2 below, and the preemptive rights of JD Group and Suqian Juhe so exercised shall take precedence over the preemptive rights of other Investors (if any).

4.1

Transfers to subsidiaries

The Actual Controller, JD Group, Suqian Juhe and Suqian Linghang Fangyuan, Suqian Dongtai (or their respective subsidiaries) (hereinafter referred to as the “Restricted Transferor” or “Proposed Transferor”) may transfer shares of the Company they hold to their wholly-owned subsidiaries (for the avoidance of doubt, “wholly-owned subsidiaries”, with respect to a person, refer to the subordinate enterprises in which such person directly, indirectly or collectively holds 100% of the shares), the wholly-owned subsidiaries of JD Group, provided however that such transferee shall maintain its status as a wholly-owned subsidiary of the Restricted Transferor and be subject to this Agreement. Where the transferee is no longer a wholly-owned subsidiary of the Restricted Transferor at any time, it shall immediately transfer shares of the Company transferred according to this article to the Restricted Transferor. However, with respect to Suqian Dongtai, transfers made for the purpose of implementing the equity incentive shall not be subject to the aforesaid transfer restrictions applied for wholly-owned subsidiaries. For the avoidance of doubt, the transfer of shares of JD Group shall not be deemed as the transfer of shares of the Company.

4.2

Preemptive Rights

4.2.1

Where any Restricted Transferor intends to transfer shares of the Company it holds to a third party (“Proposed Transferee”) other than other Restricted Transferors, the Proposed Transferor shall send a written notice (“Transfer Notice”) to other Restricted Transferor (“Offeree”) before closing of such transfer, specifying the identity of the Proposed Transferee, its true intention to transfer shares of the Company to the Proposed Transferee, number and type of shares of the Company to be transferred (“Subject Shares”), total consideration (including amount and form) of the Proposed Transferee’s offer to subscribe for the Subject Shares or total consideration (including amount and form) of the Proposed Transferor’s offer to transfer the Subject Shares to the Proposed Transferee (“Transfer Price”) and other conditions of the proposed transfer.

4.2.2

The Transfer Notice constitutes an irrevocable exclusive offer to sell part or all of the Subject Shares to the Offeree (or any wholly-owned subsidiary designated by the Offeree) at the Transfer Price, and the validity period is fifteen (15) days from the date when the Transfer Notice is deemed to have been duly served.

4.2.3

Before the expiration of the Offer, the Offeree (or its wholly-owned subsidiary) may accept the Offer in the Transfer Notice by sending a notice to the Proposed Transferor, which shall specify the number of the Subject Shares that the Offeree intends to subscribe for. The Offeree may inform the Proposed Transferor that the entity who is entitled to subscribe for the shares of the Company it holds according to Article 4.1 will directly subscribe for all or part of the Subject Shares to be transferred by the Proposed Transferor.

4.2.4

Where the Offeree agrees to subscribe for part or all of the Subject Shares, it shall pay the consideration for the purchase of the Subject Shares in cash or immediately available funds within fifteen (15) days after the completion of procedures specified in Article 4.2.2 above (or a longer period required for obtaining necessary or appropriate third-party approval or government approval), and the Proposed Transferor shall transfer the effective Subject Shares without any encumbrance to the Offeree within the aforesaid period (but shall be subject to obtaining necessary or appropriate third-party approval or government approval).

4.2.5

Where the Offeree fails to agree to subscribe for all the Subject Shares as of the expiration of the Offer issued by the Proposed Transferor to the Offeree according to the aforesaid Article 4.2.2, the Proposed Transferor is entitled to enter into a final agreement with the Proposed Transferee on such transfer within thirty (30) days after the expiration of the Offer and transfer the remaining Subject Shares to the Proposed Transferee within sixty (60) days after the signing of the final agreement in cash at the transaction price not lower than the Transfer Price and transfer conditions not more favorable than those stated in the Transfer Notice, and the Proposed Transferee shall sign the necessary documents satisfying the format and content requirements of the Offeree and agree to be bound by this Agreement.

Where the Proposed Transferor fails to enter into a final agreement with the Proposed Transferee within the aforesaid thirty (30) days or the transfer is not completed within the aforesaid sixty (60) days, the Proposed Transferor shall not conduct this transfer transaction. Where the Proposed Transferor still intends to transfer the shares of the Company, all the procedures agreed in this Article 4.2 shall be repeated. Notwithstanding the foregoing, where longer time is needed to apply for and obtain the necessary government approval for the Transfer, the aforesaid sixty (60) days shall be postponed automatically, provided however that, the Proposed Transferor shall make all endeavors in good faith to obtain such government approval as soon as possible in accordance with applicable laws. In such case, the aforesaid duration shall expire on the fifth (5^th) working day after such government approval is obtained.

4.2.6

Where Suqian Juhe or other wholly-owned subsidiaries of JD Group cannot directly exercise the preemptive rights under this Article 4.2 due to regulatory requirements, it may transfer the preemptive rights under this Article 4.2 to any third party for exercise. The Actual Controller, Suqian Linghang Fangyuan and Suqian Dongtai may transfer their preemptive rights under this Article 4.2 to any entity controlled by the Actual Controller.

5.	IPO Related Matters

5.1

Reorganization

Where it is necessary to reorganize the shares or ownership structure of the Company or its subsidiaries for the purpose of qualified IPO (including share split, share consolidation, share conversion, merger and share transfer), the Company shall ensure that Suqian Juhe (or JD Group and its subsidiaries (if any)) holds the shares interests of the qualified IPO entities (and the shares interests of entities which are not subsidiaries of such entity but inherit or obtain substantial assets or operation rights of the Company in reorganization), and that the equity value and voting rights enjoyed by Suqian Juhe (or JD Group and its subsidiaries (if any)) are substantially equal to those enjoyed by Suqian Juhe before the reorganization.

5.2

Public offering of shares of the Company held by JD Group during qualified IPO

Where the Company proposes to make an IPO, the Company shall notify JD Group of its intention for qualified IPO in writing as soon as possible, but in no event later than thirty (30) working days before the Company signs a prospectus for public offering or intends to perform internal review procedures for matters regarding such qualified IPO, so that JD Group can exercise its rights under this Article 5.2 according to applicable laws. Within fifteen (15) working days from the date when JD Group received such notice, JD Group shall confirm with the Company shares of the Company directly held by JD Group or JD Group’s subsidiaries (“IPO of Existing Shares”) to be transferred during qualified IPO of the Company according to applicable laws upon the decision of JD Group’s audit committee. Where the sponsor institution (“Managing Underwriter”) engaged by the Company for qualified IPO puts forward opinions in good faith and believes that the Public Offering of Existing Shares will adversely affect the issuance price of the Company’s qualified IPO or successful qualified IPO, the Company will publicly offer existing shares according to the number recommended by the sponsor institution (Managing Underwriter) in full consideration of the following factors in turn: (i) new share capital to be publicly issued in qualified IPO; (ii) shares to be sold by JD Group and its subsidiaries; (iii) other shareholders intending to transfer their shares in case of qualified IPO of the Company.

5.3

Cooperation

After the qualified IPO of the Company, where applicable laws or regulatory authorities governing the Company’s qualified IPO request the Company’s shareholders to lock up the shares of the Company they hold, the sponsor institution (Managing Underwriter) engaged by the Company shall put forward clear suggestions on the lock-up period based on the IPO of shares in the listing place and as a major shareholder of the Company according to the usual practice, and fully communicate with JD Group. JD Group will, and will cause its subsidiaries to, make relevant commitment on lock-up of relevant shares, provided however that the lock-up period suggested by the sponsor institution (Managing Underwriter) shall not exceed the lock-up period promised by other shareholders (including management shareholders) whose shares to be sold account for 20% or more of the Company’s IPO shares at the time of such IPO.

5.4

Alternative Arrangement

Where JD Group and its subsidiaries have to withdraw from the Company or are prohibited from holding shares of the Company or any securities, options, warrants or other rights that can be converted into shares of the Company (“Forced Withdrawal”) due to changes in laws or requirements of government agencies, the Company and JD Group shall negotiate amicably and reach an alternative arrangement as soon as practicable. Under these alternative arrangements, the Company shall grant JD Group economic or other rights and interests to the extent permitted by law, so that JD Group and its subsidiaries can enjoy rights and interests substantially equal to those they can obtain as if they would not be forced to withdraw. Subject to the agreement between the Company and JD Group, the aforesaid alternative arrangements may include right to profits, compulsory payment arrangements in case of liquidation, etc.

6.	Right to Agree with Specific Transaction

6.1

Without the prior consent of JD Group, the Company shall not issue any equity securities (except for qualified IPO), unless the pre-money valuation of the Company for this issuance is not lower than the valuation of the Company for the Company’s reorganization transaction. The aforesaid valuations are all based on the consolidated statements. For the purposes of this Article 6, “Equity Securities” means equity interests and any securities, options, warrants or other rights to purchase equity interests that can be converted into equity interests, regardless of voting rights.

6.2

Without the prior consent of JD Group, the Company shall not (and Suqian Linghang Fangyuan and Suqian Dongtai shall not allow the Company to) conduct any initial public offering except for the qualified IPO.

6.3

Without the prior consent of JD Group, the Company shall not (and Suqian Linghang Fangyuan and Suqian Dongtai shall not allow the Company to) conduct any transaction of liquidation events (as defined below) with the related party as the counterparty. For the purpose of this Article 6.3, with respect to any entity, the related party of such entity means (a) any person who, individually or as part of a group, beneficially owns more than 5% of the equity securities of such entity; (b) any officer or director, or individual performing an equivalent function, of such entity or any person named in clause (a); (c) any family member of any such entity or any person named in clause (a) or (b); (d) any other person in which any person named in clauses (a), (b) or (c) beneficially owns more than 20% of the equity securities. For the purpose of this Agreement, person refers to natural persons, partnerships, companies, associations, limited liability companies, joint-stock companies, trusts, joint ventures, unincorporated organizations, mass organizations, government agencies or other types of legal entities.

For the purpose of this Agreement, the liquidation event refers to any of the following circumstances:

(1) Qualified IPO;

(2) a merger, or amalgamation arrangement with other entity, or acquisition by any person or related group of persons of beneficial ownership of equity securities of the Company, or other reorganization or transaction, whether in a single transaction or in a series of transactions (whether related or unrelated), following which the Actual Controller, JD Group and their controlled affiliates do not continue to hold more than 50% of the combined voting power or economic interests of the equity securities of the Company or the surviving entity, as applicable;

(3) an issuance or sale of the securities of the Company to a person or a group of persons (other than the Actual Controller (or his successor), JD Group and their controlled affiliates, directly or indirectly), through arms-length negotiation, pursuant to which such person or group of persons acquires 40% or more of the equity securities or economic rights of the Company, whether in a single transaction or in a series of transactions (whether related or unrelated);

(4) sale and exit from the Company’s business through a sale of all or substantially all of the assets of the Company (including, for the avoidance of doubt, shares or assets of the Company’s subsidiaries), to a person or a group of persons (other than the Actual Controller (or his successor), JD Group and their controlled affiliates, directly or indirectly), whether in a single transaction or in a series of transactions (whether related or unrelated) through arms-length negotiation; and

(5) any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary.

7.	Termination and Restoration of Rights

The Parties hereto unanimously agree and confirm that Articles 1, 3, 4, 5.4 and 6 of this Agreement shall be terminated from the day before the Company submits the application materials for listing on the capital market in China (including Shanghai Stock Exchange and Shenzhen Stock Exchange). Where the Company fails to complete the initial public offering of shares, listing or back-door listing in China (including but not limited to the rejection or withdrawal of the listing application), the aforesaid Articles 1, 3, 4, 5.4 and 6 shall be restored automatically, i.e. such articles shall come into force and bind on the Parties from the date when the Company’s application for listing in China is rejected by the securities issuance examination authority or withdrawn by the Company.

8.	Miscellaneous

8.1

The Parties hereby irrevocably agree and undertake that where a party violates any commitments and considerations made herein and thus causes losses to other parties hereto, such breaching party shall compensate for such losses arising therefrom.

8.2

The execution and delivery of this Agreement by the Parties represent their true intention. This Agreement will constitute a legally binding and enforceable obligation for the Parties once it comes into force. This Agreement shall bind on the Parties and their successors.

8.3

Execution of this Agreement implies that the Parties have completed their internal approval and authorization procedures, as well as the approval procedures of regulatory authorities (if applicable).

8.4

The Parties shall keep this Agreement confidential, except for the disclosure made to the professional service agency (agencies) engaged by the Parties for the purpose of this Agreement which are also subject to the confidentiality obligations specified herein, as well as disclosures made in accordance with relevant laws and regulations, and as required by the government departments and regulatory bodies. The Parties hereto are obliged to maintain the confidentiality of the trade secrets of other parties obtained due to negotiation, execution and performance of this Agreement. Without the consent of all other parties hereto, neither party shall make any public statement on this Agreement.

8.5

The construction, effectiveness, interpretation, performance of this Agreement and the settlement of disputes hereunder shall be governed by the laws of PRC.

8.6

The Parties agree that any dispute arising from this Agreement or related thereto shall be settled by the Parties through amicable negotiation. Where the dispute is not resolved within 30 days after a party sends a notice for negotiation, such party shall submit such dispute to China International Economic and Trade Arbitration Commission for arbitration in Beijing in accordance with its arbitration rules then in force.

The arbitration shall be conducted by three (3) arbitrators. The first arbitrator shall be appointed by the Claimant and the second arbitrator shall be appointed by the Respondent. The first two (2) arbitrators appointed in accordance with this provision shall appoint the third arbitrator. Where the first two arbitrators appointed fail to reach consensus on the appointment of the third arbitrator within 60 days, then the China International Economic and Trade Arbitration Commission shall appoint the third arbitrator who shall be the chief arbitrator. The arbitration language shall be Chinese and the arbitral award shall be final and binding on the Parties.

During the settlement of dispute, the Parties shall continue to perform other provisions hereunder except for the disputed matters submitted for arbitration.

8.7

Unless otherwise specified herein or relevant contents are changed, the terms used herein shall have the same meanings as used in the Investment Agreement.

8.8

This Agreement shall come into force as of the date of signature of the Parties (signature in case of natural person shareholder and official seal in case of non-natural person shareholder).

8.9

In case of any inconsistency between this Agreement and the Investment Agreement, this agreement shall prevail. The Parties hereto agree and confirm that the rights of Investors under the Series B Investment Agreement (including its subsequent supplements and amendments) will not be adversely affected or terminated due to the Company’s restructuring into a joint-stock company and change in its articles of association.

8.10

JD Group and Suqian Juhe agree to join the Series B Investment Agreement as non-investor shareholders by executing this Agreement, to be subject to Article 9 and Article 10 of the Series B Investment Agreement, and to enjoy and assume the relevant rights and obligations of non-investor shareholders under Article 9 and Article 10 of the Series B Investment Agreement.

8.11

This Agreement is executed in several counterparts, with each party holding one copy and other copies kept by the Company. All the counterparts shall have the same legal effect.

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