EX-10.13





 Exhibit 10.13 

 
 AMENDMENT TO THE SUBSCRIPTION AGREEMENT 

THIS AMENDMENT TO THE SUBSCRIPTION AGREEMENT (this “Amendment”), dated November 23, 2018, is made by and among MOGU Inc. (formerly known
as Meili Inc., the “Company”) and Windcreek Limited (the “Purchaser”). 
 Reference is made to that certain Subscription
Agreement, dated as of November 2, 2018, by and between the Company and the Purchaser (the “Subscription Agreement”), a copy of which is attached as Annex A. Capitalized terms used and not defined in this Amendment shall
have the meanings given to them in the Subscription Agreement, unless the context requires otherwise. 
 WHEREAS, each of the undersigned, being a
party to the Subscription Agreement, desires to effect certain amendments to the Subscription Agreement; and 
 WHEREAS, pursuant to Section 7.3
of the Subscription Agreement, the Subscription Agreement may be amended by a written agreement by the Parties. 
 NOW, THEREFORE, the Parties hereby
agree to amend and restate the Subscription Agreement as follows. 
  

	 	1.	 The Parties agree to amend the aggregate Purchase Price of the Purchaser as set forth in Exhibit A of the
Subscription Agreement to US$30,000,000; and 


  

	 	2.	 In the event that the Purchaser purchases, prior to or simultaneous with the Closing, any ADSs in the Offering,
the total number of Ordinary Shares that the Purchaser is obligated to purchase under the Subscription Agreement as Purchased Shares at the Closing shall be reduced by the same number of Ordinary Shares represented by the ADSs purchased in the
Offering. 


  

	 	3.	 The Parties agree that article VI (Observation Right) of the Subscription Agreement is hereby replaced with the
following: 


 “From and after the Closing or the closing of the Offering, during the period in which
the Purchaser or its affiliates hold any Shares or ADSs, the Purchaser shall have the right to appoint one (1) person as a representative to attend all meetings of the board of directors of the Company (the “Board”) and any committee of
the Board in a nonvoting observer capacity (the “Observer”), and the Company shall give the Observer notice of such meetings, invite the Observer to attend all such meetings and provide the Observer with copiesof all minutes, consents and
other meeting materials that it provides to its directors at the same time and in the same manner as provided to such directors.” 
  

	 	4.	 The Parties agree that section 7.9 (Fees and Expenses) of the Subscription Agreement is hereby replaced with
the following: 


 “Except as otherwise agreed to by the Parties, the Company and the Purchaser will
bear their respective expenses incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby, includingfees and expenses of attorneys, accountants, consultants and financial
advisors, provided, however, that, if (i) the Closing occurs or (ii) thePurchaser purchases, prior to or simultaneous with the Closing, ADSs in the Offering according to above paragraph 2, theCompany shall promptly reimburse all reasonable costs and
expenses (including without limitation to fees and expenses for attorneys,accountants, consultants and financial advisors) (the “Transaction Expenses”) incurred by the Purchaser in connection with the negotiation, preparation and execution
of this Agreement and the transactions contemplated hereby in an aggregate amount not in excess of US$100,000 within fifteen (15) business days after the Purchaser has provided the Company with reasonable evidence of the Transaction Expenses.”

  

	 	5.	 For the avoidance of doubt, any ADSs purchased by the Purchaser in the Offering will have been registered under
the Securities Act for resale and, upon 180 days after the date of the final prospectus of the Company for the Offering, will not be subject to any restrictions on sale or otherwise transfer. 



 

	 	6.	 Except as expressly amended hereby, all terms and provisions of the Subscription Agreement are and shall remain
in full force and effect, and all references to the Subscription Agreement shall hereafter refer to the Subscription Agreement as amended by this Amendment, and as it may hereafter be further amended or restated. 



  
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 IN WITNESS WHEREOF, the Parties hereto have executed this Amendment on the date first written above.

 The Company 
 For and on behalf of 

MOGU Inc. 
  

			
	By:	 	 /s/ CHEN Qi

	Name:	 	CHEN Qi
	Title:	 	Director


  
 [Signature Page to
Amendment to Subscription Agreement] 













 IN WITNESS WHEREOF, the Parties hereto have executed this Amendment on the date first written above.

 The Purchaser 
 For and on behalf of 

Windcreek Limited 
  

			
	By:	 	 /s/ WANG Nani

	Name:	 	WANG Nani
	Title:	 	Director


  
 [Signature Page to
Amendment to Subscription Agreement] 













 Annex A 

Subscription Agreement 

  
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 SUBSCRIPTION AGREEMENT 

This Subscription Agreement (this “Agreement”) is made as of November 2, 2018 by and among: 

(1)    Meili Inc., a company incorporated in the Cayman Islands (the “Company”); and 

(2)    the party set forth in Exhibit A hereto (the “Purchaser”). The Purchaser and the Company
are sometimes herein referred to each as a “Party,” and collectively as the “Parties.” 

W I T N E S S E T H: 

WHEREAS, the Company intends to engage in an initial public offering (the “Offering”) by the Company of American Depositary
Shares (“ADS”) representing Class A ordinary shares (“Ordinary Shares”), and in connection with such Offering, the Company also desires to issue and sell to the Purchaser, and the Purchaser wishes to purchase
from the Company, the Purchased Shares (as defined below) in a transaction exempt from registration pursuant to Regulation S (“Regulation S”) of the U.S. Securities Act of 1933, as amended (the “Securities Act”)

 NOW, THEREFORE, in consideration of the above premises and the agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 
 ARTICLE I 

PURCHASE AND SALE 

Section 1.1    Issuance, Sale and Purchase of Ordinary Shares. Upon the terms and subject to the conditions of
this Agreement, the Purchaser hereby agrees to purchase, and the Company hereby agrees to issue, sell and deliver to the Purchaser, at the Closing (as defined below), the number of Ordinary Shares determined pursuant to
Section 1.2 (the “Purchased Shares”) at a price per Ordinary Share equal to the Offer Price (as defined below), free and clear of all liens or encumbrances (except for restrictions arising under the
Securities Act or created by virtue of this Agreement or the Lock-up Agreement (as defined below)). The “Offer Price” means the price per ADS set forth on the cover of the Company’s final
prospectus in connection with the Offering (the “Final Prospectus”) divided by the number of Ordinary Shares represented by one ADS. The purchase, issuance, sale and delivery of the Purchased Shares shall be made pursuant to and in
reliance upon Regulation S. 
 Section 1.2    Closing. 

(a)    Closing. Subject to Section 1.3, the closing (the “Closing”) of
the sale and purchase of the Purchased Shares pursuant to Section 1.1 shall take place concurrently with the consummation of the Offering at the same offices for the closing of the Offering or at such other place as the
Company and the Purchaser may mutually agree. The total number of the Ordinary Shares that the Purchaser shall purchase as Purchased Shares at the Closing shall be equal to the quotient of the aggregate purchase price set forth opposite the
Purchaser’s name in Exhibit A hereto (as adjusted pursuant to clause (iii) below, the “Purchase Price”) divided by the Offer Price; provided, however, that (i) no fractional shares of Ordinary
Shares will be issued as Purchased Shares, (ii) any fractions shall be rounded down to the nearest whole number of Ordinary Shares, and (iii) the Purchase Price will be reduced by the value of any such fractional share (as calculated on
the basis of the Offer Price). The date and time of the Closing are referred to herein as the “Closing Date.” The Company will provide the Purchaser with a written notice of the Closing Date at least seven (7) business days
prior to the Closing Date. 

  
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 (b)    Payment and Delivery. At the Closing, the Purchaser shall
pay, or cause to be paid, the Purchase Price to the Company in U.S. dollars by wire transfer, or by such other method mutually agreeable to the Company and the Purchaser, of immediately available funds to such bank account designated in writing by
the Company and provided to the Purchaser at least seven (7) business days prior to the Closing Date, and the Company shall deliver to the Purchaser (i) one or more duly executed share certificates in original form, registered in the name
of the Purchaser, together with a certified true copy of the register of the members of the Company, evidencing the Purchased Shares being issued and sold to the Purchaser and the Purchaser as the legal and beneficial holder of the Purchased Shares
and (ii) a certified copy of the applicable resolutions of the Company in connection with entry into this Agreement and consummation of the transactions contemplated hereby. 

(c)    Restrictive Legend. Each certificate representing the Purchased Shares shall be endorsed with the following
legend: 
 THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (AS AMENDED, THE “ACT”) OR UNDER THE SECURITIES
LAWS OF ANY STATE. THIS SECURITY MAY NOT BE TRANSFERRED, SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED: (A) UNLESS WITH (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (2) AN EXEMPTION OR QUALIFICATION UNDER THE ACT AND OTHER
APPLICABLE SECURITIES LAWS OR (3) DELIVERY TO THE COMPANY OF AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED; AND (B) WITHIN THE UNITED STATES OR TO ANY U.S. PERSON, AS EACH OF THOSE
TERMS IS DEFINED IN REGULATION S UNDER THE ACT, DURING THE 40 DAYS FOLLOWING CLOSING OF THE PURCHASE. ANY ATTEMPT TO TRANSFER, SELL, PLEDGE OR HYPOTHECATE THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID. 

Section 1.3    Closing Conditions. 

(a)    Conditions to the Purchaser’s Obligations to Effect the Closing. The obligation of the Purchaser to
purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may be waived in writing by the Purchaser in its sole discretion:

 (i)    All corporate and other actions required to be taken by the Company in connection with the issuance, sale and
delivery of the Purchased Shares (including registration of such issuance of the Purchased Shares in the register of the members of the Company) shall have been completed. 

(ii)    The representations and warranties of the Company to the Purchaser contained in
Section 2.1 of this Agreement shall have been true and correct in all respects on the date of this Agreement and true and correct in all material respects (or, if qualified by materiality or Material Adverse Effect (as
defined below), true and correct in all respects) on and as of the Closing Date as though made on and as of the Closing Date (except the representations and warranties contained in Section 2.1 (i) shall be true and correct
in all respects on and as of the Closing Date); and the Company shall have performed and complied with all, and not be in breach or default under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to
be performed or complied with on or before the Closing Date. There shall have been no event, occurrence, development or state of circumstances or facts that could have a Material Adverse Effect. 

  
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 (iii)    No governmental authority of competent jurisdiction shall have
enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by
this Agreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement; and no action, suit, proceeding or investigation shall have been instituted or threatened by a governmental authority of
competent jurisdiction or any third party that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement, or imposes any damages or penalties in connection with the
transactions contemplated by this Agreement. 
 (iv)    The Offering shall have been, or shall concurrently with the
Closing be, completed. 
 (v)    The ADSs shall have been listed on the New York Stock Exchange or Nasdaq. 

(vi)    The underwriting agreement relating to the Offering shall have been entered into and have become effective. 

(vii)    The Purchaser shall have received a certificate signed by an executive officer of the Company, certifying the
fulfillment of the conditions set forth in above items (i) – (iii) and the below item (viii). 
 (viii)    Each
Preferred Share shall have been or shall concurrently with the Closing be converted into one Ordinary Share, and the Company shall have no outstanding preferred shares. The post-IPO memorandum of association
and articles of association of the Company and any agreement between the Company and any of its shareholders or between any founders (or their affiliates) of the Company and any of the Company’s other shareholders shall not contain any
provisions with respect to any of the following or any other provisions with similar effect: 

(1)    Any restrictions on any transfer, sale or other disposal of any equity securities of the Company by
the Purchaser (other than the Lock-up Agreement and the existing restrictions under article 139 of the thirteenth amended and restated articles of association of the Company adopted on July 17, 2018). 

(2)    Any put/call option, redemption or repurchase right, valuation adjustment, performance or return
guarantee, anti-dilution, liquidation preference, preferred or special dividend or distribution or other similar rights granted to or otherwise enjoyed by any holder of the Company’s shares or other equity securities that are not granted to the
Purchaser upon the Closing. 
 (3)    Any preemptive right, right of participation, right to purchase or
acquire, right of first offer, co-sale right, right of first refusal, tag-along right, drag-along right or other similar rights granted to or otherwise enjoyed by any
holder of the Company’s shares (having an economic interest and voting power in the Company, immediately following the Closing, that are less than those of the Purchaser immediately following the Closing), that are not granted to the
Purchaser upon the Closing. 

  
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 (b)    Conditions to Company’s Obligations to Effect the
Closing. The obligation of the Company to issue and sell the Purchased Shares to the Purchaser as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of each of the following conditions, any of which may
be waived in writing by the Company in its sole discretion: 
 (i)    A Lock-up
Agreement in the form requested by the Company and the underwriters for the Offering and entered into by all other shareholders of the Company and with a lock-up period up to six (6) months after the
Closing Date (the “Lock-up Agreement”) shall have been executed and delivered by the Purchaser to the Company. 

(ii)    All corporate and other actions required to be taken by the Purchaser in connection with the purchase of the
Purchased Shares shall have been completed. 
 (iii)    The representations and warranties of the Purchaser contained
in Section 2.2 of this Agreement shall have been true and correct in all material respects on the date of this Agreement and on and as of the Closing Date; and the Purchaser shall have performed and complied in all material
respects with all, and not be in breach or default in any material respect under any, agreements, covenants, conditions and obligations contained in this Agreement that are required to be performed or complied with on or before the Closing Date.

 (iv)    No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or
entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement with respect to the Purchaser,
or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been
instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement with respect to the
Purchaser, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement with respect to the Purchaser that are substantial in relation to the Company. 

ARTICLE II 

REPRESENTATIONS AND WARRANTIES 

Section 2.1    Representations and Warranties of the Company. The Company hereby represents and warrants to
the Purchaser, as of the date hereof and as of the Closing Date, as follows: 
 (a)    Due Formation. The Company
is a company duly incorporated as an exempted company with limited liability, validly existing and in good standing under the laws of the Cayman Islands. Each of the Company’s subsidiaries and consolidated affiliates (for the avoidance of
doubt, including any “variable interest entity” controlled by the Company) (each such subsidiary or consolidated affiliate, a “Subsidiary” and collectively the “Subsidiaries”) is duly formed, validly
existing and in good standing in the jurisdiction of its organization. Each of the Company and its Subsidiaries has all requisite power and authority to carry on its business and to own, lease and operate its property as currently conducted. 

  
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 (b)    Authority. The Company has full power and authority to
enter into, execute and deliver this Agreement and each agreement, certificate, document and instrument to be executed and delivered by the Company pursuant to this Agreement and to perform its obligations hereunder and thereunder. The execution and
delivery by the Company of this Agreement and any agreements, certificates, documents and instruments to be executed and delivered by the Company pursuant to this Agreement, and the performance by the Company of its obligations hereunder and
thereunder, have been duly authorized by all requisite actions on its part. 
 (c)    Valid Agreement. This
Agreement has been duly authorized, executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive
relief, or other equitable remedies. 
 (d)    Capitalization. 

(i)    The share capital of the Company shall be as set forth in Schedule I, setting forth, the capitalization
table of the Company as of the date hereof and as of the Closing Date (other than (x) the Ordinary Shares that will be registered by the Registration Statement (as defined below) and be issued by the Company in the Offering, (y) Purchased
Shares, and (z) shares of capital stock of the Company (A) that will be issued to persons other than a Purchaser Adverse Person (as defined below) and (B) of which the Company has notified the Purchaser in writing) respectively,
including without limitations to the number of issued and outstanding shares of capital stock of the Company (including the ordinary shares and each series of preferred shares (the “Preferred Shares”)) held by each shareholder of
the Company. Other than the share capital set forth in Schedule I, there are no authorized or outstanding equity interest in the Company, options, equity incentive plans, warrants and other rights to acquire equity interests in the Company or
stock appreciation, phantom stock, profit participation or similar rights with respect to the Company. All issued and outstanding ordinary shares and all issued and outstanding Preferred Shares are validly issued, fully paid and non-assessable. Other than the eleventh amended and restated shareholders agreement among the Company and its shareholders dated as of June 3, 2016, as amended on July 17, 2018 and the thirteenth amended and
restated articles of association of the Company adopted on July 17, 2018 (in each case, disregarding any amendment thereof, the “Shareholders Agreement and the Existing Articles”), there are no outstanding obligations of the Company
or any of its Subsidiaries to issue, repurchase, redeem or otherwise acquire any share capital or equity interests in the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries is a party to any voting agreement with
respect to the voting of any share capital, equity interests or other voting securities in the Company or any of its Subsidiaries. “Purchaser Adverse Persons” means any persons or entities designated by the Purchaser and notified to
the Company in writing on the date hereof. 
 (ii)    All outstanding shares of capital stock of the Company and all
outstanding shares of capital stock of each of the Company’s Subsidiaries have been issued and granted in compliance with (x) all applicable Securities Laws (as defined below) and other applicable laws and (y) all requirements set
forth in applicable plans or contracts, without violation of any preemptive rights, rights of first refusal or other similar rights. “Securities Laws” means the Securities Act, the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), the listing rules of, or any listing agreement with the New York Stock Exchange or Nasdaq and any other applicable law regulating securities or takeover matters. 

(iii)    Except as set forth in the Shareholders Agreement and the Existing Articles, there are no preemptive rights,
registration rights, rights of first offer, rights of first refusal, tag-along rights, director appointment rights, governance rights or other similar rights with respect to the Company’s capital stock or
that have been granted to any holder of the Company’s capital stock. 

  
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 (e)    Due Issuance of the Purchased Shares. The Purchased
Shares have been duly authorized and, when issued and delivered to and paid for by the Purchaser pursuant to this Agreement, will be validly issued, fully paid and non-assessable and free and clear of any
pledge, mortgage, security interest, encumbrance, lien, charge, assessment, right of first refusal, right of pre-emption, third party right or interest, claim or restriction of any kind or nature, except for
restrictions arising under the Securities Act or created by virtue of this Agreement or the Lock-up Agreement and upon delivery and entry into the register of members of the Company will transfer to the
Purchaser good and valid title to the Purchased Shares, free and clear of any encumbrance or restrictions (except for restrictions on transfer arising under the Securities Act or created by virtue of the
Lock-up Agreement). No shareholder vote or other approval are required for the issuance and sale of Purchased Shares to the Purchaser, other than those that have been obtained prior to the Closing Date. 

(f)    Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the
transactions contemplated hereby, will (i) violate any provision of the organizational documents of the Company or its Subsidiaries or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or
other restriction of any government, governmental entity or court to which the Company or its Subsidiaries is subject, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of or creation of an
encumbrance under, or create in any party the right to accelerate, terminate, modify, or cancel, any agreement, contract, lease, license, instrument, or other arrangement to which the Company or its Subsidiaries is a party or by which the Company or
its Subsidiaries is bound or to which any of the Company’s or its Subsidiaries’ assets are subject. There is no action, suit or proceeding, pending or threatened against the Company or its Subsidiaries that questions the validity of this
Agreement or the right of the Company to enter into this Agreement or to consummate the transactions contemplated hereby. 

(g)    Consents and Approvals. Neither the execution and delivery by the Company of this Agreement, nor the
consummation by the Company of any of the transactions contemplated hereby, nor the performance by the Company of this Agreement in accordance with its terms requires the consent, approval, order or authorization of, or registration with, or the
giving notice to, any governmental or public body or authority or any third party, except such as have been or will have been obtained, made or given on or prior to the Closing Date. 

(h)    Compliance with Laws. The business of the Company or its Subsidiaries is not being conducted and has not
been conducted at any time during the three years prior to the date hereof in violation of any law or government order applicable to the Company or its Subsidiaries except for violations which do not and would not have a Material Adverse Effect. As
used herein, “Material Adverse Effect” shall mean any event, fact, circumstance, condition, change, development or occurrence that, individually or in the aggregate with any other events, facts, circumstances, condition, change,
development or occurrences, has resulted in, results in or would reasonably be expected to result in a material adverse change in or a material adverse effect on any of (i) the financial or otherwise condition, assets, properties, employees,
liabilities, results of operations, prospects, business, or operations of the Company or its Subsidiaries taken as a whole, except to the extent that any such Material Adverse Effect results from (x) changes in generally accepted accounting
principles that are generally applicable to comparable companies (to the extent not materially disproportionately affecting the Company and its Subsidiaries) or (y) changes in general economic and market conditions (to the extent not materially
disproportionately affecting the Company and its Subsidiaries); or (ii) the ability of the Company to consummate the transactions contemplated by this Agreement and to timely perform its obligations under the Agreement. 

  
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 (i)    SEC Filings. Prior to the Closing, the registration
statement of the Company on Form F-1 to be filed with the United States Securities and Exchange Commission (the “SEC”), as supplemented or amended, (the “Registration
Statement”) shall have been declared effective by the SEC. The Company has filed with, or furnished to, the SEC, on a timely basis, all documents, forms, statements (including the Registration Statement and the prospectus therein),
certifications and reports required to be filed or furnished pursuant to the Securities Act in connection with the Offering (the “Securities Act Documents”). Each Securities Act Document (including the Registration Statement and the
prospectus therein) conforms and will conform, in all material respects to the requirements of the Securities Laws and the U.S. Sarbanes-Oxley Act of 2002, as amended (“Sarbanes-Oxley Act”) and the rules and regulations of the SEC
thereunder and does not, as of the date hereof, and will not, as of the applicable effective date and the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading. Except for pricing information for the Offering, the Registration Statement, in the form in which it is declared effective by the SEC, will not contain any information that describes a fact, event,
occurrence, circumstance, condition, change, development or result that is materially adverse to the Company or any of its Subsidiaries or would otherwise reasonably be expected to have a Material Adverse Effect. There are no contracts, agreements,
arrangements, transactions or documents which are required to be described or disclosed in the Securities Act Documents or to be filed as material contracts in the exhibits to the Securities Act Documents but have not been so described, disclosed or
filed. At the Closing, the Company will be in compliance with the Sarbanes-Oxley Act (if applicable) and the applicable listing and corporate governance rules and regulations of the stock exchange where its ADSs will be listed. 

(j)    Investment Company. The Company is not and, after giving effect to the offering and sale of the Purchased
Shares, the consummation of the Offering and the application of the proceeds hereof and thereof, will not be an “investment company,” as such term is defined in the U.S. Investment Company Act of 1940, as amended. 

(k)    Regulation S. No directed selling efforts (as defined in Rule 902 of Regulation S under the Securities Act)
have been made by any of the Company, any of its affiliates or any person acting on its or their behalf with respect to any Purchased Shares that are not registered under the Securities Act; and none of such persons has taken any actions that would
result in the sale of the Purchased Shares to the Purchaser under this Agreement requiring registration under the Securities Act or applicable state securities laws; and the Company is a “foreign issuer” (as defined in Regulation S). 

(l)    Events Subsequent to Most Recent Fiscal Period. Since December 31, 2017 until the date hereof and to
the Closing Date, (i) there has not been any event, fact, circumstance, condition, change, development or occurrence that has had, has or would reasonably be expected to have a Material Adverse Effect, and (ii) the Company and its
Subsidiaries have, in all material respects, conducted their business in the ordinary course of business consistent with past practice. 

(m)    Litigation. There are no actions, claims, demands, investigations, examinations, indictments, litigations,
suits or other criminal, civil or administrative or investigative proceedings by or against the Company or its Subsidiaries or any officer or director of the Company or any of its Subsidiaries in their capacities as such or affecting the business or
any of the assets of the Company or its Subsidiaries pending before any governmental authority, or, to the Company’s knowledge, threatened to be brought by or before any governmental authority, that has had or would reasonably be expected to
have a Material Adverse Effect. 

  
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 (n)    Brokers. Except as disclosed to the Purchaser in writing
prior to the date hereof, the Company has not dealt with any broker, finder, commission agent, placement agent or arranger in connection with the sale of the Purchased Shares, and the Company is not under any obligation to pay any broker’s fee
or commission in connection with the sale of the Purchased Shares. 
 Section 2.2    Representations and
Warranties of the Purchaser. The Purchaser hereby represents and warrants to the Company as of the date hereof and as of the Closing Date, as follows: 

(a)    Due Formation. The Purchaser is duly formed, validly existing and in good standing in the jurisdiction of
its organization. 
 (b)    Authority. The Purchaser has full power and authority to enter into, execute and
deliver this Agreement and each agreement, certificate, document and instrument to be executed and delivered by the Purchaser pursuant to this Agreement and to perform its obligations hereunder. The execution and delivery by the Purchaser of this
Agreement and any agreements, certificates, documents and instruments to be executed and delivered by the Purchaser pursuant to this Agreement, and the performance by the Purchaser of its obligations hereunder have been duly authorized by all
requisite actions on its part. 
 (c)    Valid Agreement. This Agreement has been duly executed and delivered by
the Purchaser and, assuming the due authorization, execution and delivery by the Company, constitutes the legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as
limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific
performance, injunctive relief, or other equitable remedies. 
 (d)    Noncontravention. Neither the execution
and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will violate any provision of the organizational documents of the Purchaser or violate any constitution, statute, regulation, rule, injunction,
judgment, order, decree, ruling, charge, or other restriction of any government, governmental entity or court to which the Purchaser is subject. There is no action, suit or proceeding, pending or, to the knowledge of the Purchaser, threatened
against the Purchaser that questions the validity of this Agreement or the right of the Purchaser to enter into this Agreement or to consummate the transactions contemplated hereby. 

(e)    Consents and Approvals. Neither the execution and delivery by the Purchaser of this Agreement, nor the
consummation by the Purchaser of any of the transactions contemplated hereby, nor the performance by the Purchaser of this Agreement in accordance with its terms requires the consent, approval, order or authorization of, or registration with, or the
giving notice to, any governmental or public body or authority or any third party, except such as have been or will have been obtained, made or given on or prior to the Closing Date. 

(f)    Status and Investment Intent. 

(i)    Experience. The Purchaser is either (i) an “accredited investor” within the meaning of
Securities and Exchange Commission Rule 501 of Regulation D, as presently in effect, under the Securities Act, or (ii) not a “U.S. person” as defined in Rule 902 of Regulation S of the Securities Act. The Purchaser has sufficient
knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Purchased Shares and is capable of bearing the economic risks of such investment. 

  
 9 













 (ii)    Purchase Entirely for Own Account. The Purchaser is
acquiring the Purchased Shares for its own account for investment purposes only and not with the view to, or with any intention of, resale, distribution or other disposition thereof. The Purchaser does not have any direct or indirect arrangement, or
understanding with any other persons to distribute, or regarding the distribution of the Purchased Shares in violation of the Securities Act or any other applicable state securities law. 

(iii)    Solicitation. The Purchaser was not identified or contacted through the marketing of the Offering. The
Purchaser did not contact the Company as a result of any general solicitation or directed selling efforts. The purchase of the Purchased Shares by the Purchaser was not solicited by or through anyone other than the Company. 

(iv)    Offshore Transaction. The Purchaser has been advised and acknowledges that in issuing Purchased Shares to
the Purchaser pursuant hereto, the Company is relying upon the exemption from registration provided by Regulation S. The Purchaser is acquiring the Purchased Shares in an offshore transaction in reliance upon the exemption from registration provided
by Regulation S. 
 (v)    FINRA. The Purchaser does not, directly or indirectly, own more than five per cent of
the outstanding common stock (or other voting securities) of any member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or a holding company for a FINRA member, and is not otherwise a “restricted person” for
the purposes of the Free-Riding and Withholding Interpretation of FINRA. 
 ARTICLE III 

COVENANTS 

Section 3.1    Lock-up. If the Company or any underwriter for the
Offering releases any other shareholder of the Company from his, her or its sale restrictions undertaken in their respective lock-up agreement, then the Company shall notify the Purchaser prior to such release
and shall procure that the Purchaser is simultaneously released to the same proportional extent. 

Section 3.2    Distribution Compliance Period. The Purchaser agrees not to resell, pledge or transfer any
Purchased Shares within the United States or to any U.S. Person, as each of those terms is defined in Regulation S, during the 40 days following the Closing Date. 

Section 3.3    Further Assurances. From the date of this Agreement until the Closing Date, the Company and the
Purchaser shall use their reasonable best efforts to fulfill or obtain the fulfillment of the conditions precedent to the consummation of the transactions contemplated hereby. 

Section 3.4    Facilitation of Sale by Purchaser. The Company agrees that as and when requested by the
Purchaser in compliance with applicable U.S. securities laws, the Company shall promptly take all steps reasonably necessary to facilitate the conversion of any Purchased Shares into ADSs and removing any legends on such Purchased Shares, through
the customary processes to be established with the depositary for the ADSs. 

  
 10 













 ARTICLE IV 

INDEMNIFICATION 

Section 4.1    Indemnification. Each of the Company and the Purchaser (an “Indemnifying
Party”) shall indemnify and hold each other and their affiliates, directors, officers, employees, advisors and agents (collectively, the “Indemnified Party”) harmless from and against any losses, claims, damages, fines,
expenses and liabilities of any kind or nature whatsoever, including but not limited to any investigative, legal and other expenses incurred in connection with, and any amounts paid in settlement of, any pending or threatened legal action or
proceeding, and any taxes or levies that may be payable by such person by reason of the indemnification of any indemnifiable loss hereunder (collectively, “Losses”) resulting from or arising out of: (i) any breach or violation
of, or inaccuracy in, any representation or warranty of such Indemnifying Party contained in this Agreement or in any schedule or exhibit hereto or any claim by any third party alleging, constituting or involving such a breach, violation or
inaccuracy; or (ii) any violation or nonperformance, partial or total, of any covenant or agreement of such Indemnifying Party contained in this Agreement or any claim by any third party alleging, constituting or involving such a violation or
nonperformance. In calculating the amount of any Losses of an Indemnified Party hereunder, there shall be subtracted the amount of any insurance proceeds and third-party payments received by the Indemnified Party with respect to such Losses, if any.

 Section 4.2    Third Party Claims. 

(a)    If any third party shall notify any Indemnified Party in writing with respect to any matter involving a claim by
such third party (a “Third Party Claim”) which such Indemnified Party believes would give rise to a claim for indemnification against the Indemnifying Party under this Article IV, then the Indemnified Party shall promptly
(i) notify the Indemnifying Party thereof in writing within thirty (30) days of receipt of notice of such claim and (ii) transmit to the Indemnifying Party a written notice (“Claim Notice”) describing in reasonable
detail, to the extend reasonably practicable, the nature of the Third Party Claim, a copy of all papers served with respect to such claim (if any), and the basis of the Indemnified Party’s request for indemnification under this Agreement.
Notwithstanding the foregoing, no failure or delay in providing such notice shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that the Indemnifying Party shall have been
prejudiced by such failure or delay. 
 (b)    Upon receipt of a Claim Notice with respect to a Third Party Claim, the
Indemnifying Party shall have the right to assume the defense of any Third Party Claim by, within thirty (30) days of receipt of the Claim Notice, notifying the Indemnified Party in writing that the Indemnifying Party elects to assume the
defense of such Third Party Claim, and upon delivery of such notice by the Indemnifying Party, the Indemnifying Party shall have the right to fully control and settle the proceeding, provided, that, (i) any such settlement or compromise shall
be permitted hereunder only with the written consent of the Indemnified Party; and (ii) the Indemnifying Party shall keep the Indemnified Party reasonably informed of the progress of such defense on a regular basis. Notwithstanding the
foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal action, (ii) the Third Party Claim seeks an injunction
or equitable relief against any Indemnified Party (other than immaterial equitable relief in connection with an award of monetary damages), or (iii) the Indemnifying Party has not acknowledged that such Third Party Claim is subject to
indemnification pursuant to this ARTICLE IV. If the Indemnifying Party assumes the defense of a Third Party Claim pursuant to this Section 4.2(b), the Indemnifying Party shall conduct such defense in good faith. 


  
 11 













 (c)    If requested by the Indemnifying Party, the Indemnified Party
shall, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claim which the Indemnifying Party elects to contest, including the making of any related counterclaim
against the person asserting the Third Party Claim or any cross complaint against any person. The Indemnified Party shall have the right to receive copies of all pleadings, notices and communications with respect to any Third Party Claim, other than
any privileged communications between the Indemnifying Party and its counsel, and shall be entitled, at its sole cost and expense, to retain separate co-counsel and participate in, but not control, any defense
or settlement (except for its consent required under Section 4.2(b) above) of any Third Party Claim assumed by the Indemnifying Party pursuant to Section 4.2(b). 

(d)    In the event of a Third Party Claim for which the Indemnifying Party elects not to assume the defense or fails to
make such an election within the 30 days of the Claim Notice, the Indemnified Party may, at its option, defend, settle, compromise or pay such action or claim at the expense of the Indemnifying Party; provided, that, any such settlement or
compromise shall be permitted hereunder only with the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. 

Section 4.3    Other Claims. In the event any Indemnified Party should have a claim against the Indemnifying
Party hereunder which does not involve a Third Party Claim, the Indemnified Party shall promptly transmit to the Indemnifying Party a written notice (the “Indemnity Notice”) describing in reasonable detail the nature of the claim,
the Indemnified Party’s best estimate of the amount of Losses attributable to such claim and the basis of the Indemnified Party’s request for indemnification under this Agreement; provided, that no failure or delay in providing such notice
shall constitute a waiver or otherwise modify the Indemnified Party’s right to indemnity hereunder, except to the extent that the Indemnifying Party shall have been prejudiced by such failure or delay. If the Indemnifying Party does not notify
the Indemnified Party within thirty (30) days from its receipt of the Indemnity Notice that the Indemnifying Party disputes such claim, the Indemnifying Party shall be deemed to have accepted and agreed with such claim. 

Section 4.4    Cap. Notwithstanding the foregoing, the Indemnifying Party shall have no liability (for
indemnification or otherwise) with respect to any Losses in excess of the Purchase Price, other than with respect to fraud, willful misrepresentation or misconduct, or gross negligence. 

ARTICLE V 

REGISTRATION RIGHTS 

From and after the Closing, for each share in the share capital of the Company (the “Shares”) held by the Purchaser, (i) the
Purchaser shall be entitled to customary registration rights that are no less favorable than any registration rights enjoyed by any holder of any equity securities of the Company (including without limitation to the Shares) as set forth in section 2
of the eleventh amended and restated shareholders agreement among the Company and its shareholders dated as of June 3, 2016, as amended on July 17, 2018 (the “SHA Section 2”), including without limitation to the right to
participate in any registration under such SHA Section 2, (ii) the Company shall be obligated to the Purchaser (as if the Purchaser was a Holder in such SHA Section 2) for each and all the obligations, agreements and covenants of the
Company under such SHA Section 2, and (iii) the Company shall take all actions as necessary or appropriate for the Purchaser to perform and realize its registration rights hereunder. The SHA Section 2 shall apply to this Agreement
mutatis mutandis as though expressly incorporated herein, whereby the Purchaser shall be deemed as a Holder in such SHA Section 2. 

  
 12 













 All expenses and fees incurred in connection with any registration, filings, or
qualifications, accounting fees, printing expenses, fees and disbursements of counsel for the Company, “blue sky” fees and expenses and expenses of any special audits incident to or required by any registration pursuant to above the above
paragraph, and expenses incurred by the Purchaser upon the Company’s or an underwriter’s request, shall be borne and paid by the Company. 

ARTICLE VI 

OBSERVATION RIGHT 

From and after the Closing, during the period in which the Purchaser or its affiliates hold any Shares, the Purchaser shall have the right to
appoint one (1) person as a representative to attend all meetings of the board of directors of the Company (the “Board”) and any committee of the Board in a nonvoting observer capacity (the “Observer”), and the Company shall
give the Observer notice of such meetings, invite the Observer to attend all such meetings and provide the Observer with copies of all minutes, consents and other meeting materials that it provides to its directors at the same time and in the same
manner as provided to such directors. 
 ARTICLE VII 

MISCELLANEOUS 

Section 7.1    Survival of the Representations and Warranties. All representations and warranties made by any
party hereto shall survive for two years after the Closing Date and shall terminate and be without further force or effect on the second anniversary of the Closing Date, except (i) that any representations and warranties by the Company
contained in Section 2.1(a) through and including Section 2.1(g) shall survive indefinitely or until the latest date permitted by law, (ii) that any claims hereunder for any breach of any representation or warranty in respect
of which indemnity may be sought under this Agreement shall survive the time at which it would otherwise terminate pursuant to this Section 5.1, if notice of the inaccuracy or breach thereof giving rise to such right of indemnity shall have
been given in writing to the party making such representations and warranties on or prior to such time and (iii) nothing contained in this Agreement shall limit or exclude any liability for fraud, willful misrepresentation or misconduct, or
gross negligence. 
 Section 7.2    Governing Law; Arbitration. This Agreement shall be governed and
interpreted in accordance with the laws of the State of New York without giving effect to the conflicts of law principles thereof. Any dispute arising out of or relating to this Agreement, including any question regarding its existence, validity or
termination (“Dispute”) shall be referred to and finally resolved by arbitration at the Hong Kong International Arbitration Centre in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules then
in force. There shall be three arbitrators. Each Party has the right to appoint one arbitrator and the third arbitrator shall be appointed by the Hong Kong International Arbitration Centre. The language to be used in the arbitration proceedings
shall be English. Each of the Parties irrevocably waives any immunity to jurisdiction to which it may be entitled or become entitled (including without limitation sovereign immunity, immunity to pre-award
attachment, post-award attachment or otherwise) in any arbitration proceedings and/or enforcement proceedings against it arising out of or based on this Agreement or the transactions contemplated hereby. 

Section 7.3    Amendment. This Agreement shall not be amended, changed or modified, except by another
agreement in writing executed by the parties hereto. 

  
 13 













 Section 7.4    Binding Effect. This Agreement shall inure to
the benefit of, and be binding upon, the Purchaser, the Company, and their respective heirs, successors and permitted assigns. 

Section 7.5    Assignment. Neither this Agreement nor any of the rights, duties or obligations hereunder may
be assigned by the Company or any Purchaser without the express written consent of the other Party, except that a Purchaser may assign all or any part of its rights and obligations hereunder to any affiliate of the Purchaser without the consent of
the Company, provided that no such assignment shall relieve the Purchaser of its obligations hereunder if such assignee does not perform such obligations. Any purported assignment in violation of the foregoing sentence shall be null and void. 

Section 7.6    Notices. All notices, requests, demands, and other communications under this Agreement shall be
in writing and shall be deemed to have been duly given on the date of actual delivery if delivered personally to the party hereto to whom notice is to be given, at the time of receipt if given by electronic mail to the
e-mail addresses set forth below, on the day after delivery to a nationally recognized overnight courier service during its business hours for overnight delivery against receipt, and properly addressed, or on
the third day after mailing if mailed by registered or certified mail, return receipt requested, postage paid, and properly addressed as follows: 
  

			
	If to the Company, at:	  	 Meili Inc.
 Zheshang Fortune Center Block 1,
99 Gudun Road,
 Xihu District, Hangzhou Zhejiang, China
 Email:
helen.t.wu@meili-inc.com
 Attention: Helen Ting Wu

		
	With a copy to (which shall not constitute notice):	  	 Meili Inc.
 Zheshang Fortune Center Block 1,
99 Gudun Road,
 Xihu District, Hangzhou Zhejiang, China
 Email:
geyan@meili-inc.com
 Attention: Geyan Liu

		
	With a copy to (which shall not constitute notice):	  	 Skadden, Arps, Slate, Meagher & Flom

42/F, Edinburgh Tower, The Landmark
 15 Queen’s Road Central,
Hong Kong
 Hong Kong
 Email: yilin.xu@skadden.com

Attention: Yilin Xu

		
	If to the Purchaser, at:	  	 Address:            JD.com Group Headquarters

21/F, Building A, 18 Kechuang Eleventh Street
 Yizhuang Economic
and Technological Development Zone
 Daxing District, Beijing, PRC

Email:               legalnotice@jd.com

Attention:          Legal Department (Mergers and Acquisitions Group)

		
	With a copy to (which shall not constitute notice):	  	 Address:            JD.com Group Headquarters

20/F ,Building A, 18 Kechuang Eleventh Street
 Yizhuang Economic
and Technological Development Zone
 Daxing District, Beijing, PRC

Email:                zhangdan11@jd.com

Attention:          Sharon Zhang



  
 14 














			
	With a copy to (which shall not constitute notice):	  	 Orrick, Herrington & Sutcliffe LLP

47/F Park Place
 1601 Nanjing Road West

Shanghai 200040 China
 Attention: Jie SUN (Jeffrey)

Email: jeffrey.sun@orrick.com


 Any party hereto may change its address for purposes of this Section 5.6 by giving
the other Party written notice of the new address in the manner set forth above. 
 Section 7.7    Entire
Agreement. This Agreement constitutes the entire understanding and agreement between the Parties with respect to the matters covered hereby, and all prior agreements and understandings, oral or in writing, if any, between the Parties with
respect to the matters covered hereby are merged and superseded by this Agreement. 

Section 7.8    Severability. If any provisions of this Agreement shall be adjudicated to be illegal, invalid
or unenforceable in any action or proceeding whether in its entirety or in any portion, then such provision shall be deemed amended, if possible, or deleted, as the case may be, from the Agreement in order to render the remainder of the Agreement
and any provision thereof both valid and enforceable, and all other provisions hereof shall be given effect separately therefrom and shall not be affected thereby. 

Section 7.9    Fees and Expenses. Except as otherwise agreed to by the Parties, the Company and the Purchaser
will bear their respective expenses incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby, including fees and expenses of attorneys, accountants, consultants and financial
advisors, provided, however, that, if the Closing occurs, the Company shall promptly reimburse all reasonable costs and expenses (including without limitation to fees and expenses for attorneys, accountants, consultants and financial
advisors) (the “Transaction Expenses”) incurred by the Purchaser in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby in an aggregate amount not in excess of
US$100,000 within fifteen (15) business days after the Purchaser has provided the Company with reasonable evidence of the Transaction Expenses. 

Section 7.10    Confidentiality. Each party hereto shall keep in confidence, and shall not use (except for the
purposes of the transactions contemplated hereby) or disclose, any non-public information disclosed to it or its affiliates, representatives or agents in connection with this Agreement or the transactions
contemplated hereby. Each party hereto shall ensure that its affiliates, representatives and agents keep in confidence, and do not use (except for the purposes of the transactions contemplated hereby) or disclose, any such non-public information. 
 Section 7.11    Specific Performance. The
Parties agree that irreparable damage would occur in the event any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof, in addition to
any other remedy at law or equity. 

  
 15 













 Section 7.12    Termination. This Agreement may be
terminated at any time prior to the Closing upon the mutual consent of both of the Parties. Either Party may terminate this Agreement if any of the following event occurs: (i) the first anniversary after the date hereof, if the Closing has not
occurred on or prior to such date, (ii) the withdrawal by the Company of the Registration Statement, and (iii) following the execution of the underwriting agreement relating to the Offering, the termination of such underwriting agreement
in accordance with its terms.    Upon any termination of this Agreement, this Agreement will have no further force or effect, except for the provisions of Article V hereof (except for
Section 5.1), which shall survive any termination under this Section 5.12; provided, that no termination of this Agreement shall relieve any Party hereto of liability for any breach of this
Agreement prior to such termination. 
 Section 7.13    Description of Purchaser. 

(a)    The Company shall afford the Purchaser a reasonable opportunity in which to review and comment on any description
of the transactions contemplated by this Agreement that is to be included in the Registration Statement filed after the date hereof, and the Company shall take such comments from the Purchaser. 

(b)    The Purchaser hereby consents and undertakes to, within thirty (30) days after the date hereof, provide a
description of its organization and business activities to the Company (the “Purchaser Description”) to be used solely in the Registration Statement and the prospectus therein, and hereby represents that the Purchaser Description
will be true and accurate in all material respects and will not be misleading in any material respect. Additionally, the Purchaser hereby consents to the filing of this Agreement as an exhibit to the Registration Statement. Other than the Purchaser
Description, the Company shall not include in the Registration Statement or the prospectus therein any information regarding the Purchaser without the Purchaser’s prior written consent. Notwithstanding anything hereunder to the contrary, the
Company shall not include in the Registration Statement or the prospectus therein or any other materials or statements any information regarding the Purchaser without the Purchaser’s prior written consent in the event that this Agreement is
terminated prior to the Closing according to Section 5.12. 
 (c)    The Purchaser
acknowledges that the Company will rely upon the truth and accuracy of the Purchaser Description, and it agrees to notify the Company promptly prior to the Closing in writing if any of the content contained therein ceases to be accurate and complete
or becomes misleading prior to the Closing. 
 Section 7.14    Headings. The headings of the various
articles and sections of this Agreement are inserted merely for the purpose of convenience and do not expressly or by implication limit, define or extend the specific terms of the section so designated. 

Section 7.15    Execution in Counterparts. For the convenience of the Parties and to facilitate execution,
this Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. Signatures in the form of facsimile or electronically imaged
“PDF” shall be deemed to be original signatures for all purposes hereunder. 

Section 7.16    Cumulative Remedies; Waiver. Except as specifically set forth herein, the rights and remedies
of the Parties are cumulative and not alternative. No waiver of any provision of this Agreement shall be effective unless set forth in a written instrument signed by the Party waiving such provision. No failure or delay by a Party in exercising any
right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of the same preclude any further exercise thereof or the exercise of any other right, power or remedy. 

  
 16 













 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
day and year first above written. 
  

			
	Meili Inc.
		
	By:	 	/s/ CHEN Qi
	Name:	 	CHEN Qi
	Title:	 	Director



  
 17 













 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
day and year first above written. 
  

			
	Windcreek Limited
		
	By:	 	/s/ WANG Nani
	Name:	 	WANG Nani
	Title:	 	Director



  
 18 













 Strictly Confidential 

 
 Schedule I 

Capitalization table of the Company as of the date hereof and as of the Closing Date 

 

							
	 Name of Shareholder(s)
	  	 Class of Shares
	  	No. of Shares	 
	 Elevenhalf MG International Limited
	  	Ordinary (C)	  	 	220,151,966	 
	 Elevenhalf MG Holding Limited
	  	Ordinary (C)	  	 	83,082,038	 
	 Exceed Intelligence Limited
	  	Ordinary (A)	  	 	107,643,285	 
	 Plus Performance MG Limited
	  	Ordinary (A)	  	 	79,914,375	 
	 Image Future Investment (HK) Limited
	  	Ordinary (A)	  	 	27,094,060	 
	 Image Future Investment (HK) Limited
	  	A-1	  	 	3,078,326	 
	 Image Future Investment (HK) Limited
	  	A-3	  	 	3,140,970	 
	 Image Future Investment (HK) Limited
	  	A-5	  	 	1,973,792	 
	 Image Future Investment (HK) Limited
	  	A-6	  	 	101,078,277	 
	 Image Future Investment (HK) Limited
	  	B-2	  	 	39,573,983	 
	 Image Future Investment (HK) Limited
	  	C-2	  	 	111,899,688	 
	 Image Future Investment (HK) Limited
	  	C-3	  	 	157,047,506	 
	 Tencent Growth Holdings Limited
	  	Ordinary (A)	  	 	3,010,451	 
	 Tencent Growth Holdings Limited
	  	A-1	  	 	342,036	 
	 Tencent Growth Holdings Limited
	  	A-3	  	 	348,997	 
	 Tencent Growth Holdings Limited
	  	A-5	  	 	219,310	 
	 Tencent Growth Holdings Limited
	  	A-6	  	 	11,230,920	 
	 Hillhouse MGJ Holdings Limited
	  	B-1	  	 	81,508,317	 
	 Hillhouse MGJ Holdings Limited
	  	B-1	  	 	81,508,317	 
	 Hillhouse MLS Holdings Limited
	  	Ordinary (A)	  	 	3,933,865	 
	 Hillhouse MLS Holdings Limited
	  	B-2	  	 	94,223,756	 
	 Bertelsmann Asia Investments AG
	  	Ordinary (B)	  	 	19,380,900	 
	 Bertelsmann Asia Investments AG
	  	Ordinary (B)	  	 	41,767,800	 
	 Bertelsmann Asia Investments AG
	  	A-2	  	 	58,702,700	 
	 Bertelsmann Asia Investments AG
	  	A-4	  	 	35,238,100	 
	 Bertelsmann Asia Investments AG
	  	A-7	  	 	38,761,900	 
	 Bertelsmann Asia Investments AG
	  	A-7	  	 	14,535,700	 
	 Trustbridge Partners IV, L.P.
	  	Ordinary (B)	  	 	29,342,994	 
	 Trustbridge Partners IV, L.P.
	  	A-2	  	 	130,450,500	 
	 Trustbridge Partners IV, L.P.
	  	B-1	  	 	48,904,990	 
	 Roc Peace Limited
	  	C-1	  	 	67,369,985	 
	 Pingan eCommerce Limited Partnership
	  	C-1	  	 	36,276,146	 
	 Roc Peace Limited
	  	C-1	  	 	51,823,066	 
	 Roc Peace Limited
	  	C-1	  	 	4,976,340	 
	 Pingan eCommerce Limited Partnership
	  	C-1	  	 	1,514,538	 
	 Qiming Managing Directors Fund III, L.P.
	  	A-4	  	 	3,445,500	 
	 Qiming Managing Directors Fund III, L.P.
	  	A-7	  	 	888,300	 


  
 19 













 Strictly Confidential 

 

							
	 Name of Shareholder(s)
	  	 Class of Shares
	  	No. of Shares	 
	 Qiming Managing Directors Fund III, L.P.
	  	A-7	  	 	296,100	 
	 Qiming Managing Directors Fund III, L.P.
	  	B-1	  	 	249,053	 
	 Qiming Venture Partners III, L.P.
	  	A-4	  	 	109,316,400	 
	 Qiming Venture Partners III, L.P.
	  	A-7	  	 	28,183,100	 
	 Qiming Venture Partners III, L.P.
	  	A-7	  	 	9,394,400	 
	 Qiming Venture Partners III, L.P.
	  	B-1	  	 	7,901,779	 
	 Sequoia Capital 2010 CV Holdco, Ltd.
	  	Ordinary (A)	  	 	5,531,561	 
	 Sequoia Capital 2010 CV Holdco, Ltd.
	  	A-3	  	 	76,996,388	 
	 Sequoia Capital 2010 CV Holdco, Ltd.
	  	A-5	  	 	721,043	 
	 SC China Growth III Co-Investment 2014-B, L.P.
	  	B-2	  	 	32,978,319	 
	 Bluerun Ventures IV, L.P.
	  	A-1	  	 	65,675,573	 
	 Bluerun Ventures IV, L.P.
	  	A-3	  	 	12,672,327	 
	 Bluerun Ventures IV, L.P.
	  	A-5	  	 	5,407,817	 
	 Bluerun Ventures IV, L.P.
	  	B-2	  	 	4,711,186	 
	 BRV Lotus Fund 2012, L.P.
	  	Ordinary (A)	  	 	5,961,337	 
	 BRV Lotus Fund 2012, L.P.
	  	B-2	  	 	4,711,186	 
	 EasyBeauties Holdings Limited
	  	Ordinary (A)	  	 	59,835,539	 
	 EasyBeauties Holdings Limited
	  	A-1	  	 	19,974,315	 
	 GGV Capital IV Enterpreneurs Fund L.P.
	  	A-5	  	 	631,058	 
	 GGV Capital IV Entrepreneurs Fund L.P.
	  	Ordinary (A)	  	 	52,132	 
	 GGV Capital IV Entrepreneurs Fund L.P.
	  	A-6	  	 	101,396	 
	 GGV Capital IV Entrepreneurs Fund L.P.
	  	B-2	  	 	234,764	 
	 GGV Capital IV L.P.
	  	Ordinary (A)	  	 	2,458,626	 
	 GGV Capital IV L.P.
	  	A-5	  	 	29,761,627	 
	 GGV Capital IV L.P.
	  	A-6	  	 	4,781,614	 
	 GGV Capital IV L.P.
	  	B-2	  	 	11,072,086	 
	 GGV Capital Select L.P.
	  	C-3	  	 	19,630,938	 
	 IDG-Accel China Growth Fund III L.P.
	  	A-7	  	 	45,244,900	 
	 IDG-Accel China Growth Fund III L.P.
	  	B-1	  	 	7,611,247	 
	 IDG-Accel China III Investors L.P.
	  	A-7	  	 	3,207,500	 
	 IDG-Accel China III Investors L.P.
	  	B-1	  	 	539,585	 
	 Tiantu Capital Management Company (Cayman)
	  	C-1	  	 	41,458,453	 
	 Tiantu Capital Management Company (Cayman)
	  	C-1	  	 	1,730,901	 
	 Tiantu China Consumer Fund I, L.P.
	  	C-1	  	 	10,364,613	 
	 Tiantu China Consumer Fund I, L.P.
	  	C-1	  	 	432,725	 
	 Tira Company Limited
	  	B-1	  	 	48,904,990	 
	 Roydswell Noble Limited
	  	Ordinary (A)	  	 	6,509,578	 
	 Roydswell Noble Limited
	  	A-1	  	 	2,219,368	 
	 Roydswell Noble Limited
	  	A-3	  	 	2,739,958	 
	 Roydswell Noble Limited
	  	A-5	  	 	2,163,130	 
	 Cornerstone Venture Limited
	  	Ordinary (A)	  	 	7,550,312	 
	 SCC Lyra Venture Limited
	  	Ordinary (A)	  	 	5,182,307	 
	 Magic Stone Alternative Private Equity Fund, L.P.
	  	C-3	  	 	9,815,469	 


  
 20 













 Strictly Confidential 

 

							
	 Name of Shareholder(s)
	  	 Class of Shares
	  	No. of Shares	 
	 Banyan Partners Fund I, L.P.
	  	B-1	  	 	8,150,832	 
	 All-Stars Investment Master Fund
	  	B-2	  	 	7,066,787	 
	 Cherubic Ventures Inc.
	  	Ordinary (A)	  	 	6,400,149	 
	 AIMEI Tech Co. Ltd.
	  	Ordinary (A)	  	 	5,048,270	 
	 G ERP LLC
	  	B-1	  	 	489,050	 
	 G HSP LLC
	  	B-1	  	 	652,066	 
	 G JBD LLC
	  	B-1	  	 	978,100	 
	 G LTP LLC
	  	B-1	  	 	2,771,283	 
	 DWK Tech Limited
	  	Ordinary (A)	  	 	4,060,423	 
	 Zero2IPO China Fund II, L.P.
	  	Ordinary (A)	  	 	169,737	 
	 Zero2IPO China Fund II, L.P.
	  	A-5	  	 	2,384,770	 
	 VISION PLUS CAPITAL FUND LP
	  	Ordinary (A)	  	 	2,072,923	 
	 Purple Mountain Holding Ltd.
	  	Ordinary (A)	  	 	1,048,461	 
	 SBCVC Fund IV, L.P.
	  	Ordinary (A)	  	 	996,522	 
	 Morningside China TMT Fund II, L.P.
	  	Ordinary (A)	  	 	786,339	 
	 Spring Wu, Inc.
	  	Ordinary (A)	  	 	274,598	 
	 ESOP
	  	N/A	  	 	228,327,161	 
	 TOTAL OUTSTANDING
	  	N/A	  	 	2,553,650,704	 
	 TOTAL (INCLUDING ESOP)
	  	N/A	  	 	2,781,977,865	 


  
 21 













 Strictly Confidential 

 
 Authorized Share Capital as of the Date of this Agreement

 The authorized share capital of the Company is US$50,000, divided into 5,000,000,000 shares, including: 

 

	 	(a)	 3,175,609,844 ordinary shares of a par value of US$0.00001 each; 



 

	 	(b)	 91,289,618 Series A-1 preferred shares of a par value of US$0.00001
each; 


  

	 	(c)	 189,153,200 Series A-2 preferred shares of a par value of US$0.00001
each; 


  

	 	(d)	 95,898,640 Series A-3 preferred shares of a par value of US$0.00001
each; 


  

	 	(e)	 148,000,000 Series A-4 preferred shares of a par value of US$0.00001
each; 


  

	 	(f)	 43,262,547 Series A-5 preferred shares of a par value of US$0.00001
each; 


  

	 	(g)	 117,192,207 Series A-6 preferred shares of a par value of US$0.00001
each; 


  

	 	(h)	 140,511,900 Series A-7 preferred shares of a par value of US$0.00001
each; 


  

	 	(i)	 290,169,609 Series B-1 preferred shares of a par value of US$0.00001
each; 


  

	 	(j)	 194,572,067 Series B-2 preferred shares of a par value of US$0.00001
each; 


  

	 	(k)	 215,946,767 Series C-1 preferred shares of a par value of US$0.00001
each; 


  

	 	(l)	 111,899,688 Series C-2 preferred shares of a par value of US$0.00001
each; and 


  

	 	(m)	 186,493,913 Series C-3 preferred shares of a par value of US$0.00001
each. 



  
 22 













 Strictly Confidential 

 
 Exhibit A 

Purchaser 
  

			
	Purchaser	  	Purchase Price
	Windcreek Limited	  	An amount equal to the lesser of (i) US$100,000,000 and (ii) an amount that will cause the Purchase Price to be equal to 20% of the sum of the Purchase Price and the gross proceeds received by the Company for issuance
of new Ordinary Shares represented by ADSs in the Offering (excluding (x) any proceeds to any selling shareholders of the Company in the Offering and (y) any proceeds received by the Company from any private financing prior to, concurrent
with or after the Offering) (the “Offering Proceeds”), which amount, for the avoidance of doubt, shall be 25% of the Offering Proceeds.


  
 23