EX-10.25





 Exhibit 10.25 

AMENDMENT TO THE FOLLOW-ON SERIES E PREFERRED 

SHARE PURCHASE AGREEMENT 

This Amendment to the Follow-On Series E Preferred Share Purchase Agreement, dated as of
November 19, 2020 (this “Amendment”), is entered into by and among: 
  

	(1)	 AiHuiShou International Co. Ltd., a company limited by shares incorporated under Cayman Islands Law on
November 22, 2011 (the “Company”), 


  

	(2)	 AiHuiShou International Company Limited, a company limited by shares incorporated under the Hong Kong
Law, 


  

	(3)	 Shanghai Aihui Trading Co., Ltd.
(上海艾慧商贸有限公司), a wholly foreign-owned enterprise organized under the PRC Law, 



 

	(4)	 Shanghai Yueou Information Technology Co., Ltd.
(上海悦欧信息技术有限公司), a limited liability company organized under the PRC Law,



  

	(5)	 Shanghai Yueyi Network Information Technology Co., Ltd. (上海悦易网络信息技术有限公司), a limited liability company organized under the PRC Law, 



 

	(6)	 Shanghai Yueyi Network Information Technology Co., Ltd. (上海悦亿网络信息技术有限公司), a limited liability company organized under the PRC Law, 



 

	(7)	 Yueyi Commercial Factoring (Shenzhen) Co., Ltd.
(乐易商业保理(深圳
)有限公司), a limited liability company organized under the PRC Law,



  

	(8)	 Changzhou Yueyi Network Information Technology Co., Ltd. (常州悦亿网络信息技术有限公司), a limited liability company organized under the PRC Law, 



 

	(9)	 AHS DEVICE HONG KONG LIMITED, a company limited by shares incorporated under the Hong Kong Law,



  

	(10)	 SUN Wenjun
(孙文俊), a citizen of the PRC whose PRC identification card number is ***, 



 

	(11)	 CHEN Xuefeng (陈雪峰),
a citizen of the PRC whose PRC identification card number is ***, 


  

	(12)	 S&WJ Group Limited, a company limited by shares incorporated under the Law of the British Virgin
Islands, 


  

	(13)	 C&XF Group Limited, a company limited by shares incorporated under the Law of the British Virgin
Islands, 


  

	(14)	 JD.com Development Limited, a company duly incorporated and validly existing under the Law of the
British Virgin Islands (“Jing Dong”), 



  














	(15)	 Guotai Junan Finance (Hong Kong) Limited
國泰君安財務(香港)有限公司, a company duly incorporated and validly existing under the Law of Hong
Kong (“GTJA”), 


  

	(16)	 Tianjin Huihe Haihe Intelligent Logistics Industry Fund Partnership (Limited Partnership) (天津汇禾海河智能物流产业基金合伙企业(有限合伙), a
partnership duly incorporated and validly existing under the Law of the PRC (“Huihe”), 


  

	(17)	 Ningbo Qingyu Investment Management Co., Ltd.
(宁波清宇投资管理有限公司), a limited liability company duly incorporated and validly existing under the Law of
the PRC (“Fresh Capital”), 


  

	(18)	 Shanghai Zhengmu Investment Center (Limited Partnership) (上海正睦投资中心(有限合伙)), a partnership duly incorporated and validly existing under the Law of the PRC
(“Guohe”), and 


  

	(19)	 Zibo Minsheng Ouming Equity Investment Partnership (Limited Partnership) (淄博民生欧明股权投资合伙企业(有限合伙)), a partnership duly incorporated
and validly existing under the Law of the PRC (“Minsheng”). 


 All parties mentioned above shall
hereinafter be referred to collectively as the “Parties” and individually as a “Party”. 
 WHEREAS,
the Parties (other than Minsheng) have entered into a Follow-On Series E Preferred Share Purchase Agreement, dated as of September 4, 2020 (the “Purchase Agreement”), pursuant to which
the Company has agreed to sell certain number of Series E Preferred Shares to the Investors (other than Minsheng); 
 WHEREAS, in
addition to the transactions contemplated by the Purchase Agreement, the Company wishes to additionally issue and sell to Minsheng and Minsheng desires to subscribe for and purchase from the Company a certain number of Series E Preferred Shares
pursuant to the terms and subject to the conditions of the Purchase Agreement; 
 WHEREAS, pursuant to
Section 10.6 of the Purchase Agreement, any term of the Purchase Agreement may be amended only with the written consent of all the parties thereto (the “Requisite Parties”); and 

WHEREAS, the Parties to this Amendment represent the Requisite Parties. 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties
hereby amend the Purchase Agreement as follows: 
 1. Definitions. Capitalized terms used but not otherwise defined herein shall have
the meaning assigned to them in the Purchase Agreement. The term “this Agreement” as used in the Purchase Agreement shall at all times refer to the Purchase Agreement as modified by this Amendment. 

2. Amendment to the Purchase Agreement. 

2.1 Joining of the Purchase Agreement by Minsheng. By respectively executing and delivering a signature page to this Amendment, the
Parties hereby acknowledge, agree and confirm that Minsheng shall be deemed, as is hereby as, an “RMB Investor” to the Purchase Agreement, and shall have all of the rights, and be bound by all the duties and obligations, of an RMB Investor
thereunder as of the date hereof, and each existing party to the Purchase Agreement shall be entitled to enforce the Purchase Agreement against Minsheng, as if Minsheng had executed the Purchase Agreement from the date thereof and as though an
original party hereto. For the foregoing purposes, (a) Schedule A and Schedule D of the Purchase Agreement shall be updated as Schedule A and Schedule B attached to this Amendment; and (b) the term “Loan
Agreement” shall mean, with respect to Minsheng, the Convertible Loan Agreement (可转债协议)
entered into by and among Minsheng, the Company and the Domestic Enterprise on the date hereof. 

  
 2 













 2.2 Sale and Purchase of Additional Series E Preferred Shares. The Company will have
authorized the additional issuance, pursuant to the terms and conditions of the Purchase Agreement, of up to 807,494 Series E Preferred Shares (the “Additional Preferred Shares”), and Minsheng hereby agrees to subscribe for and
purchase such Additional Preferred Shares on the date of the Closing. With respect to Minsheng’s consummation of its obligations under Section 2 of the Purchase Agreement shall be subject to the fulfillment of the
following additional conditions: 
 (a) as additionally agreed by the Company and Minsheng regarding the conditions provided in
Section 7.5 of the Purchase Agreement, the Restated Articles shall be further amended and restated and shall have been duly adopted by the Company after such amendment and restatement by all necessary corporate actions of the Board and its
shareholders and submitted for filing with the competent corporate registry of the Cayman Islands as evidenced by an email confirmation from the registered agent of the Company, and the scanned copy of which shall have been delivered to Minsheng;

 (b) as additionally agreed by the Company and Minsheng regarding the conditions provided in Section 7.6 of the Purchase Agreement,
Minsheng shall have entered into a Joinder Agreement (instead of the Shareholders Agreement itself) with the Company and became a party to the Shareholders Agreement. 

3. Continued Validity of Purchase Agreement. Unless otherwise modified or supplemented by the terms of this Amendment, all terms and
conditions of the Purchase Agreement shall continue in full force and effect. 
 4. Successors and Assigns. Except as otherwise
provided herein, the terms and conditions of this Amendment shall inure to the benefit of and be binding upon the respective transferees, heirs, successors and assigns of the parties. 

5. Governing Law. This Amendment shall be governed by and construed exclusively in accordance with the Law of Hong Kong without regard
to its principles of conflicts of laws. 
 6. Counterparts. This Amendment may be executed and delivered in one or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered by facsimile, electronic mail (including, without limitation, pdf or similar format methods) or other
transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. 

[Remainder of page intentionally left blank] 
  

  
 3 













 IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized
representatives to execute this Amendment as of the date and year first above written. 
  

			
	COMPANY:	  	 AIHUISHOU INTERNATIONAL CO. LTD.
  

By: /s/ CHEN
Xuefeng                                        
    
 Name: CHEN Xuefeng (陈雪峰)

Title: Director


		
	HK SUBSIDIARY:	  	 AIHUISHOU INTERNATIONAL COMPANY LIMITED
  

By: /s/ CHEN
Xuefeng                                        
        
 Name: CHEN Xuefeng
(陈雪峰)
 Title: Director


		
	DOMESTIC ENTERPRISE:	  	 SHANGHAI YUEYI NETWORK INFORMATION TECHNOLOGY CO., LTD.
(上海悦易网络信息技术有限公司) (Seal)

 
 /s/ SHANGHAI YUEYI NETWORK INFORMATION TECHNOLOGY CO., LTD.

Seal of SHANGHAI YUEYI NETWORK INFORMATION TECHNOLOGY CO., LTD.
  

By: /s/ CHEN
Xuefeng                                        
        
 Name: CHEN Xuefeng
(陈雪峰)
 Title: Legal Representative


		
	HK CO:	  	 AHS DEVICE HONG KONG LIMITED
  

By: /s/ CHEN
Xuefeng                                        
        
 Name: CHEN Xuefeng
(陈雪峰)
 Title: Director


 Signature Page to Amendment to the Follow-On Series E Preferred Share
Purchase Agreement 












 IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized
representatives to execute this Amendment as of the date and year first above written. 
  

			
	DOMESTIC SUBSIDIARIES:	  	 SHANGHAI YUEYI NETWORK INFORMATION TECHNOLOGY CO., LTD.
(上海悦亿网络信息技术有限公司) (Seal)

 
 /s/ SHANGHAI YUEYI NETWORK INFORMATION TECHNOLOGY CO., LTD.

Seal of SHANGHAI YUEYI NETWORK INFORMATION TECHNOLOGY CO., LTD.
  

By: /s/ CHEN
Yike                                        

 Name: CHEN Yike ( 陈逸轲)

Title: Legal Representative


		
		  	 CHANGZHOU YUEI NETWORK INFORMATION TECHNOLOGY CO., LTD. (
常州悦亿网络信息技术有限公司) (Seal)

 
 /s/ CHANGZHOU YUEI NETWORK INFORMATION TECHNOLOGY CO., LTD.

Seal of CHANGZHOU YUEI NETWORK INFORMATION TECHNOLOGY CO., LTD.
  

By: /s/ CHEN
Yike                                        

 Name: CHEN Yike (陈逸轲)

Title: Legal Representative


		  	  
 YUEYI COMMERCIAL FACTORING (SHENZHEN) CO., LTD. ( 乐易商业保理 (深圳) 有限公司) (Seal)
  

/s/ YUEYI COMMERCIAL FACTORING (SHENZHEN) CO., LTD.
 Seal
of YUEYI COMMERCIAL FACTORING (SHENZHEN) CO., LTD.
  
 By: /s/ CHEN
Yike                                        

 Name: CHEN Yike (陈逸轲)

Title: Legal Representative


 Signature Page to Amendment to the Follow-On Series E Preferred Share
Purchase Agreement 












 IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized
representatives to execute this Amendment as of the date and year first above written. 
  

			
	WFOE:	  	 SHANGHAI AIHUI TRADING CO., LTD. (
上海艾慧商贸有限公司) (Seal)
  

/s/ SHANGHAI AIHUI TRADING CO., LTD.
 Seal of SHANGHAI
AIHUI TRADING CO., LTD.
  
 By: /s/ CHEN
Xuefeng                                    

Name: CHEN Xuefeng (陈雪峰)

Title: Legal Representative

		
	WFOE SUBSIDIARY:	  	 SHANGHAI YUEOU INFORMATION TECHNOLOGY CO., LTD.
(上海悦欧信息技术有限公司) (Seal)

 
 /s/ SHANGHAI YUEOU INFORMATION TECHNOLOGY CO., LTD.

Seal of SHANGHAI YUEOU INFORMATION TECHNOLOGY CO., LTD.
  

By: /s/ CHEN
Xuefeng                                        

 Name: CHEN Xuefeng (陈雪峰)

Title: Legal Representative


 Signature Page to Amendment to the Follow-On Series E Preferred Share
Purchase Agreement 












 IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized
representatives to execute this Amendment as of the date and year first above written. 
  

	
	 FOUNDERS
  

/s/ SUN Wenjun
 SUN Wenjun ( 孙文俊)
  

/s/ CHEN Xuefeng
 CHEN Xuefeng (陈雪峰) 


	
	 FOUNDER HOLDING COMPANIES:
  

S&WJ GROUP LIMITED
  

By: /s/ SUN
Wenjun                                        
            
 Name: SUN Wenjun
(孙文俊)
 Title: Director

	
	 C&XF GROUP LIMITED
  

By: /s/ CHEN
Xuefeng                                        
        
 Name: CHEN Xuefeng
(陈雪峰)
 Title: Director



 Signature Page to Amendment to the Follow-On Series E Preferred
Share Purchase Agreement 












 IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized
representatives to execute this Amendment as of the date and year first above written. 
  

	
	 INVESTORS:
  

JD.com Development Limited
  

By: /s/ WANG
Nani                                         
   
 Name: WANG Nani (王娜妮)

Title: Director



 Signature Page to Amendment to the Follow-On Series E Preferred
Share Purchase Agreement 












 IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized
representatives to execute this Amendment as of the date and year first above written. 
  

	
	 INVESTORS:
  

Guotai Junan Finance (Hong Kong) Limited 
(国泰君安财务 (香港) 有限公司)
  

By: /s/ WANG George Ka
Kui                                

Name: WANG George Ka Kui ( 王家驹)

Title: Director



 Signature Page to Amendment to the Follow-On Series E Preferred
Share Purchase Agreement 












 IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized
representatives to execute this Amendment as of the date and year first above written. 
  

	
	 INVESTORS:
  

Tianjin Huihe Haihe Intelligent Logistics Industry Fund Partnership (Limited Partnership)
(天津汇禾海河智能物流产业基金合伙企业(有限合伙)
) (Seal)
  
 /s/ Tianjin Huihe Haihe Intelligent Logistics
Industry Fund Partnership (Limited Partnership)
  
 Seal of Tianjin Huihe Haihe
Intelligent Logistics Industry Fund Partnership (Limited Partnership)
  
 By: /s/
ZHANG
Qi                                         
   
 Name: ZHANG Qi (张奇)

Title: Representative Appointed by Executive Partner



 Signature Page to Amendment to the Follow-On Series E Preferred
Share Purchase Agreement 












 IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized
representatives to execute this Amendment as of the date and year first above written. 
  

	
	 INVESTORS:
  

Shanghai Zhengmu Investment Center (Limited Partnership)
(上海正睦投资中心(有限合伙)) (Seal)

 
 /s/ Shanghai Zhengmu Investment Center (Limited Partnership)

 
 Seal of Shanghai Zhengmu Investment Center (Limited Partnership) 

 
 By: /s/ LI
Li                                         
       
 Name: LI Li (李莉)

Title: Representative Appointed by Executive Partner



 Signature Page to Amendment to the Follow-On Series E Preferred
Share Purchase Agreement 












 IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized
representatives to execute this Amendment as of the date and year first above written. 
  

	
	 INVESTORS:
  

Ningbo Qingyu Investment Management Co., Ltd.
(宁波清宇投资管理有限公司) (Seal)

 
 /s/ Ningbo Qingyu Investment Management Co., Ltd.

 
 Seal of Ningbo Qingyu Investment Management Co., Ltd. 

 
 By: /s/ HU
Yuchen                                        
    
 Name: HU Yuchen (胡宇晨)

Title: Legal Representative



 Signature Page to Amendment to the Follow-On Series E Preferred
Share Purchase Agreement 












 IN WITNESS WHEREOF, the parties hereto have caused their respective duly authorized
representatives to execute this Amendment as of the date and year first above written. 
  

	
	 INVESTORS:
  

Zibo Minsheng Ouming Equity Investment Partnership (Limited Partnership)
(淄博民生欧明股权投资合伙企业(有限合伙)) (Seal)

 
 /s/ Zibo Minsheng Ouming Equity Investment Partnership (Limited Partnership)

 
 Seal of Zibo Minsheng Ouming Equity Investment Partnership (Limited Partnership)

 
 By: /s/ YANG
Ting                                         
   
 Name: YANG Ting (杨婷)

Title: Representative Appointed by Executive Partner



 Signature Page to Amendment to the Follow-On Series E Preferred
Share Purchase Agreement 












 Schedule A 

 

							
	 Name of Investors
	  	Number and Type of Purchased Shares	 	  	Total Purchase Price
	 Jing Dong
	  	 	2,802,048	 	  	US$50,000,000
	 GTJA
	  	 	1,401,024	 	  	US$25,000,000
	 Huihe
	  	 	282,623	 	  	Equivalent US Dollars
of RMB35,000,000
	 Guohe
	  	 	403,747	 	  	Equivalent US Dollars
of RMB50,000,000
	 Fresh Capital
	  	 	403,747	 	  	Equivalent US Dollars
of RMB50,000,000
	 Minsheng
	  	 	807,494	 	  	Equivalent US Dollars
of RMB100,000,000

 The Purchase Price in US Dollars to be paid by each RMB Investor shall be calculated based on the applicable exchange rate of
RMB to US Dollars on the date of foreign exchange purchase by such RMB Investor in accordance with the Loan Agreement which such RMB Investor is a party to. 

Signature Page to Amendment to the Follow-On Series E Preferred Share Purchase Agreement 












 SCHEDULE B 

CAPITALIZATION TABLE 

AS OF THE EXECUTION DATE OF THE PURCHASE AGREEMENT 
  

									
	 Shareholders
	  	# of Shares	 	  	%	 
	 Ordinary Shares
	  				  			
	 S&WJ Group Limited
	  	 	4,832,367	 	  	 	3.4006	% 
	 C&XF Group Limited
	  	 	13,283,317	 	  	 	9.3476	% 
	 Morningside China TMT Fund II, L.P.
	  	 	369,034	 	  	 	0.2597	% 
	 International Finance Corporation
	  	 	297,902	 	  	 	0.2096	% 
	 ESOP
	  				  			
	 ESOP
	  	 	21,920,964	 	  	 	15.4260	% 
	 Series A Preferred Shares
	  				  			
	 Morningside China TMT Fund II, L.P.
	  	 	9,497,040	 	  	 	6.6832	% 
	 Series B-1 Preferred Shares
	  				  			
	 Morningside China TMT Fund II, L.P.
	  	 	1,758,711	 	  	 	1.2376	% 
	 Series B-2 Preferred Shares
	  				  			
	 Morningside China TMT Fund II, L.P.
	  	 	2,879,784	 	  	 	2.0265	% 
	 Series B-3 Preferred Shares
	  				  			
	 International Finance Corporation
	  	 	2,948,341	 	  	 	2.0748	% 
	 Series C-1 Preferred Shares
	  				  			
	 Morningside China TMT Top Up Fund, L.P.
	  	 	1,825,679	 	  	 	1.2847	% 
	 International Finance Corporation
	  	 	921,671	 	  	 	0.6486	% 
	 Series C-2 Preferred Shares
	  				  			
	 Tiantu China Consumer Fund I, L.P.
	  	 	7,450,811	 	  	 	5.2432	% 
	 JD.com Development Limited
	  	 	7,450,811	 	  	 	5.2432	% 
	 EAGLE INTELLIGENCE LIMITED
	  	 	2,197,879	 	  	 	1.5467	% 
	 Series C-3 Preferred Shares
	  				  			
	 Euro Eco Limited
(欧之碧有限公司)
	  	 	5,253,241	 	  	 	3.6968	% 
	 JD.com Development Limited
	  	 	5,564,491	 	  	 	3.9158	% 
	 Qianhai Ark (Cayman) Investment Co. Limited
	  	 	1,262,446	 	  	 	0.8884	% 
	 YYT CAPITAL Inc.
	  	 	563,845	 	  	 	0.3968	% 
	 Tiantu China Consumer Fund II, L.P.
	  	 	429,089	 	  	 	0.3020	% 
	 Generation Mu HK Investment Limited
	  	 	400,293	 	  	 	0.2817	% 
	 Shenzhen Dachen Chuanglian Equity Investment Fund Partnership (Limited Partnership) (深圳市达晨创联股权投资基金合伙企业(有限合伙
)) (warrant)
	  	 	2,819,225	 	  	 	1.9839	% 














									
	 Shareholders 
	  	# of Shares	 	  	%	 
	 Ningbo Meishan Bonded Port Area Yuanxiao Investment Management Partnership (宁波梅山保税港区元晓投资管理合伙企业(有限合伙))
(warrant)
	  	 	2,255,380	 	  	 	1.5871	% 
	 Beijing Tiantu Xingbei Investment Center (Limited Partnership (北京天图兴北投资中心(有限合伙)) (warrant)
	  	 	3,383,070	 	  	 	2.3807	% 
	 Shanghai Chenxi Venture Investment Center(Limited Partnership) (上海晨熹创业投资中心(有限合伙)) (warrant)
	  	 	1,884,511	 	  	 	1.3262	% 
	 Shanghai Jinglin Jinghui Equity Investment Center
(上海景林景惠股权投资中心(有限合伙)) (warrant)
	  	 	563,845	 	  	 	0.3968	% 
	 Series D-1 Preferred Shares
	  				  			
	 JD.com Development Limited
	  	 	2,115,755	 	  	 	1.4889	% 
	 Series D-2 Preferred Shares
	  				  			
	 Internet Fund IV Pte. Ltd.
	  	 	7,952,405	 	  	 	5.5962	% 
	 Series E Preferred Shares
	  				  			
	 Morningside China TMT Fund II, L.P.
	  	 	840,614	 	  	 	0.5915	% 
	 Tiantu China Consumer Fund II, L.P.
	  	 	280,205	 	  	 	0.1972	% 
	 Internet Fund IV Pte. Ltd.
	  	 	560,410	 	  	 	0.3944	% 
	 Fresh Capital Fund I, L.P.
	  	 	280,205	 	  	 	0.1972	% 
	 Generation Mu HK Investment Limited
	  	 	560,410	 	  	 	0.3944	% 
	 JD.com Development Limited
	  	 	27,500,098	 	  	 	19.3521	% 
	 Total
	  	 	142,103,849	 	  	 	100.0000	% 

 Note: CHEN Xuefeng
(陈雪峰), Shanghai Jinglin Jinghui Equity Investment Center (Limited Partnership) (上海景林景惠股权投资中心(有限合伙)) (“Greenwoods”) and the Domestic Enterprise have entered into an Equity
Transfer Framework Agreement
(《股权转让框架协议
》) on July 21, 2017. As confirmed in the
written resolution of the shareholders of the Company on July 5, 2018, CHEN Xuefeng (陈雪峰)
intends to procure C&XF Group Limited to, transfer 992,513 Ordinary Shares held by it to Greenwoods in replacement of the equity transfer as provided in Equity Transfer Framework Agreement (《股权转让框架协议
》). 

Signature Page to Amendment to the Follow-On Series E Preferred Share Purchase Agreement 












 CAPITALIZATION TABLE 

AFTER THE CLOSING ASSUMING ALL THE AUTHORIZED SERIES E 

PREFERRED SHARES HAVING BEEN SUBSCRIBED 
  

									
	 Shareholders
	  	# of Shares	 	  	%	 
	 Ordinary Shares
	  				  			
	 S&WJ Group Limited
	  	 	4,832,367	 	  	 	3.2605	% 
	 C&XF Group Limited
	  	 	13,283,317	 	  	 	8.9628	% 
	 Morningside China TMT Fund II, L.P.
	  	 	369,034	 	  	 	0.2490	% 
	 International Finance Corporation
	  	 	297,902	 	  	 	0.2010	% 
	 ESOP
	  				  			
	 ESOP
	  	 	21,920,964	 	  	 	14.7910	% 
	 Series A Preferred Shares
	  				  			
	 Morningside China TMT Fund II, L.P.
	  	 	9,497,040	 	  	 	6.4081	% 
	 Series B-1 Preferred Shares
	  				  			
	 Morningside China TMT Fund II, L.P.
	  	 	1,758,711	 	  	 	1.1867	% 
	 Series B-2 Preferred Shares
	  				  			
	 Morningside China TMT Fund II, L.P.
	  	 	2,879,784	 	  	 	1.9431	% 
	 Series B-3 Preferred Shares
	  				  			
	 International Finance Corporation
	  	 	2,948,341	 	  	 	1.9894	% 
	 Series C-1 Preferred Shares
	  				  			
	 Morningside China TMT Top Up Fund, L.P.
	  	 	1,825,679	 	  	 	1.2319	% 
	 International Finance Corporation
	  	 	921,671	 	  	 	0.6219	% 
	 Series C-2 Preferred Shares
	  				  			
	 Tiantu China Consumer Fund I, L.P.
	  	 	7,450,811	 	  	 	5.0274	% 
	 JD.com Development Limited
	  	 	7,450,811	 	  	 	5.0274	% 
	 EAGLE INTELLIGENCE LIMITED
	  	 	2,197,879	 	  	 	1.4830	% 
	 Series C-3 Preferred Shares
	  				  			
	 Euro Eco Limited
(欧之碧有限公司)
	  	 	5,253,241	 	  	 	3.5446	% 
	 JD.com Development Limited
	  	 	5,564,491	 	  	 	3.7546	% 
	 Qianhai Ark (Cayman) Investment Co. Limited
	  	 	1,262,446	 	  	 	0.8518	% 
	 YYT CAPITAL Inc.
	  	 	563,845	 	  	 	0.3805	% 
	 Tiantu China Consumer Fund II, L.P.
	  	 	429,089	 	  	 	0.2895	% 
	 Generation Mu HK Investment Limited
	  	 	400,293	 	  	 	0.2701	% 
	 Shenzhen Dachen Chuanglian Equity Investment Fund Partnership (Limited Partnership) (深圳市达晨创联股权投资基金合伙企业(有限合伙))
(warrant)
	  	 	2,819,225	 	  	 	1.9023	% 
	 Ningbo Meishan Bonded Port Area Yuanxiao Investment
	  	 	2,255,380	 	  	 	1.5218	% 

 Signature Page to Amendment to the Follow-On Series E Preferred Share
Purchase Agreement 













									
	 Shareholders
	  	# of Shares	 	  	%	 
	 Management Partnership
(宁波梅山保税港区元晓投资管理合伙企业(有限合伙))
 (warrant)
	  				  			
	 Beijing Tiantu Xingbei Investment Center (Limited Partnership (北京天图兴北投资中心(有限合伙)) (warrant)
	  	 	3,383,070	 	  	 	2.2827	% 
	 Shanghai Chenxi Venture Investment Center (Limited Partnership) (上海晨熹创业投资中心(有限合伙)) (warrant)
	  	 	1,884,511	 	  	 	1.2716	% 
	 Shanghai Jinglin Jinghui Equity Investment Center
(上海景林景惠股权投资中心(有限合伙)) (warrant)
	  	 	563,845	 	  	 	0.3805	% 
	 Series D-1 Preferred Shares
	  				  			
	 JD.com Development Limited
	  	 	2,115,755	 	  	 	1.4276	% 
	 Series D-2 Preferred Shares
	  				  			
	 Internet Fund IV Pte. Ltd.
	  	 	7,952,405	 	  	 	5.3658	% 
	 Series E Preferred Shares
	  				  			
	 Morningside China TMT Fund II, L.P.
	  	 	840,614	 	  	 	0.5672	% 
	 Tiantu China Consumer Fund II, L.P.
	  	 	280,205	 	  	 	0.1891	% 
	 Internet Fund IV Pte. Ltd.
	  	 	560,410	 	  	 	0.3781	% 
	 Fresh Capital Fund I, L.P.
	  	 	280,205	 	  	 	0.1891	% 
	 Generation Mu HK Investment Limited
	  	 	560,410	 	  	 	0.3781	% 
	 JD.com Development Limited
	  	 	30,302,146	 	  	 	20.4462	% 
	 Guotai Junan Finance (Hong Kong) Limited

国泰国安月财务 (香港) 有限公司
	  	 	1,401,024	 	  	 	0.9453	% 
	 Shanghai Zhengmu Investment Center (Limited Partnership) (上海正睦投资中心(有限合伙))
	  	 	403,747	 	  	 	0.2724	% 
	 Ningbo Qingyu Investment Management Co., Ltd.
(宁波清宇投资管理有限公司)
	  	 	403,747	 	  	 	0.2724	% 
	 Tianjin Huihe Haihe Intelligent Logistics Industry Fund Partnership (Limited Partnership) (天津汇禾海河智能物流产业基金合伙企业(有限合伙))
	  	 	282,623	 	  	 	0.1907	% 
	 Zibo Minsheng Ouming Equity Investment Partnership (Limited Partnership) (淄博民生欧明股权投资合伙企业(有限合伙))
	  	 	807,494	 	  	 	0.5448	% 
	 Total
	  	 	148,204,532	 	  	 	100.0000	% 

 Note: CHEN Xuefeng
(陈雪峰), Shanghai Jinglin Jinghui Equity Investment Center (Limited Partnership) (上海景林景惠股权投资中心(有限合伙)) (“Greenwoods”) and the Domestic Enterprise have entered into an Equity
Transfer Framework Agreement
(《股权转让框架协议
》) on July 21, 2017. As confirmed in the
written resolution of the shareholders of the Company on July 5, 2018, CHEN Xuefeng (陈雪峰)
intends to procure C&XF Group Limited to, transfer 992,513 Ordinary Shares held by it to Greenwoods in replacement of the equity transfer as provided in Equity Transfer Framework Agreement (《股权转让框架协议
》). 

Signature Page to Amendment to the Follow-On Series E Preferred Share Purchase Agreement