EX-4.5





 Exhibit 4.5 

CONFIDENTIAL 
 EXECUTION
VERSION 
 SUPPLEMENTAL AGREEMENT TO THE FOURTH AMENDED AND RESTATED SHAREHOLDERS AGREEMENT 

August 5, 2020 
 WHEREAS, the
undersigned are parties to that certain Fourth Amended and Restated Shareholders Agreement of XPeng Inc., an exempted company incorporated with limited liability under the Laws of the Cayman Islands with the company number 346382 (the
“Company”), dated as of June 28, 2020 (as may be amended, supplemented, modified or varied from time to time in accordance with the terms thereof, the “Shareholders Agreement”); 

WHEREAS, according to Section 8.10 of the Shareholders Agreement, the Shareholders Agreement may be amended with
(i) approval by the Board in accordance with Section 3.2(b) of the Shareholders Agreement and (ii) written consent by the holders of a majority in voting power of the issued and outstanding Preferred Shares and
the Majority Principal Holders (collectively, the “Requisite Shareholders”), and any such amendment shall be binding on all parties to the Shareholders Agreement; and 

WHEREAS, the Board has approved the amendment of the Shareholders Agreement contemplated hereunder on or about the date hereof, and the
undersigned constitute the Requisite Shareholders. 
 NOW, THEREFORE, in consideration of the promises and the mutual covenants and
agreements hereinafter contained, and intending to be legally bound, the undersigned hereby agree as follows: 
 Section 1.
Definitions. Capitalized terms used but not defined herein shall have their respective meanings set forth in the Shareholders Agreement. 

Section 2. Amendment. The term “Permitted Additional Issuance” under Section 1.1 of the
Shareholders Agreement shall be amended to read in its entirety as follows: 












 “‘Permitted Additional Issuance’ means the issuance of
up to an additional 208,702,785 Series C Preferred Shares (or, subject to the next sentence, warrants exercisable for all or a portion of such Series C Preferred Shares) pursuant to any additional share subscription agreements that may be entered
into by the Company no later than September 30, 2020, provided that (i) any such additional subscription agreements shall reflect a subscription price per Series C Preferred Share of not less than US$3.77, (ii) any such additional
subscription agreement shall, subject to the next sentence, otherwise reflect substantially the same (and in any event no more favorable with respect to the subscriber(s) in any material respect) terms and conditions as those in the Series C Share
Subscription Agreement, and (iii) such subscriber(s) shall execute and deliver a Deed of Adherence and become a party to this Agreement. Notwithstanding the foregoing sub-clause (ii) (but, for the
avoidance of doubt, without prejudice to the foregoing sub-clauses (i) and (iii)), in the event that the consummation of the transactions contemplated by any such additional share subscription agreements
with respect to a subscriber is subject to the overseas direct investment approvals of applicable Governmental Authorities in PRC, such additional share subscription agreement may (x) contain additional closing conditions relating to such
approvals and correspondingly provide for a later long stop date thereunder, and/or (y) provide that certain warrants exercisable for Series C Preferred Shares at not less than US$3.77 per Series C Preferred Share and for an aggregate exercise
price equal to the subscription price of such subscriber (or Series C Preferred Shares credited as nil-paid) be issued to the subscriber prior to such approvals having been obtained, with such subscriber
substantially contemporaneously causing to be provided to a Group Company one or more loans for an aggregate principal amount of not less than the RMB equivalent of such subscriber’s total subscription amount thereunder, and the terms and
conditions in such additional share subscription agreement implementing the features set forth in sub-clauses (x) and (y) shall not be deemed to be more favorable with respect to such subscribers and
shall be disregarded for purposes of assessing whether such additional share subscription agreement meets the requirement set forth in sub-clause (ii).” 

Section 3. No Other Amendment. Except as expressly set forth herein, the terms and conditions of the Shareholders Agreement shall
not be or be deemed to be amended, modified or waived by this supplemental agreement and shall continue in full force and effect. All references to the “Agreement” in the Shareholders Agreement and any other Transaction Document shall be
deemed to mean the Shareholders Agreement, as amended by this supplemental agreement. 
 Section 4. Miscellaneous. Sections
8.1 to 8.16 of the Shareholders Agreement shall apply to this supplemental agreement mutatis mutandis. 
 ** REMAINDER OF
PAGE INTENTIONALLY LEFT BLANK ** 












 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	SIGNED as a DEED
	
	By XPENG INC.
	
	Acting by
	
	 /s/ XIA Heng

	Name: XIA Heng
	Title: Director


  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	SIGNED as a DEED
	
	By XPENG LIMITED
	
	Acting by
	
	 /s/ XIA Heng

	Name: XIA Heng
	Title: Director


  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	SIGNED as a DEED
	
	By XPENG (HONG KONG) LIMITED
	
	Acting by
	
	 /s/ XIA Heng

	Name: XIA Heng
	Title: Director


  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	SIGNED as a DEED
	
	By GUANGDONG XIAOPENG MOTORS TECHNOLOGY CO., LTD. 
	
	(广东小鹏汽车科技有限公司)
	
	[Company seal is affixed here]
	
	Acting by
	
	 /s/ XIA Heng

	Name: XIA Heng
	Title: Authorized Signatory


  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	SIGNED as a DEED
	
	 By GUANGZHOU CHENGXING ZHIDONG AUTOMOBILE TECHNOLOGY CO.,
LTD.
(广州橙行智动汽车科技有限公司)

	
	[Company seal is affixed here]
	
	Acting by
	
	 /s/ XIA Heng

	Name: XIA Heng
	Title: Authorized Signatory


  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	SIGNED as a DEED
	
	By HE XIAOPENG (何小鹏)
	
	 /s/ HE XIAOPENG



  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	SIGNED as a DEED
	
	By XIA HENG (夏珩)
	
	 /s/ XIA HENG



  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	SIGNED as a DEED
	
	By HE TAO (何涛)
	
	 /s/ HE TAO



  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	SIGNED as a DEED
	
	By SIMPLICITY HOLDING LIMITED
	
	Acting by
	
	 /s/ HE Xiaopeng

	Name: HE Xiaopeng
	Title: Director


  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	SIGNED as a DEED
	
	By RESPECT HOLDING LIMITED
	
	Acting by
	
	 /s/ HE Xioapeng

	Name: HE Xioapeng
	Title: Director


  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	SIGNED as a DEED
	
	By EFFICIENCY INVESTMENT LIMITED
	
	Acting by
	
	 /s/ XIA Heng

	Name: XIA Heng
	Title: Director


  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	SIGNED as a DEED
	
	By QUALITY ENTERPRISES LIMITED
	
	Acting by
	
	 /s/ HE Tao

	Name: HE Tao
	Title: Director


  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	SIGNED as a DEED
	
	By QUACK HOLDING LIMITED
	
	Acting by
	
	 /s/ GU BRIAN HONGDI

	Name: GU BRIAN HONGDI
	Title: Director


  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	SIGNED as a DEED
	
	By LIKE MINDED ENTERPRISE LIMITED
	
	Acting by
	
	 /s/ XIAO Bin

	Name: XIAO Bin
	Title: Director


  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	SIGNED as a DEED
	
	By TAOBAO CHINA HOLDING LIMITED
	
	Acting by
	
	 /s/ Yi ZHANG

	Name: Yi ZHANG
	Title: Authorized signatory


  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	SIGNED as a DEED
	
	By GGV (XPENG) LIMITED
	
	Acting by
	
	 /s/ Jixun Foo

	Name: Jixun Foo
	Title: Director


  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	SIGNED as a DEED
	
	By MATRIX PARTNERS CHINA IV HONG KONG LIMITED
	
	Acting by
	
	 





	Name:
	Title:


  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	SIGNED as a DEED
	
	By MORNINGSIDE TMT HOLDING IV LIMITED
	
	Acting by
	
	 /s/ Miu Yee, TANG

	Name: Miu Yee, TANG
	Title: Authorized Signatory


  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	 SIGNED as a DEED

	
	 By SHUNWEI TOP VENTURE LIMITED

	
	 Acting by

	
	 





	 Name:

	 Title:



  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	 SIGNED as a DEED

	
	 By MARKARIAN INVESTMENTS LIMITED

	
	 Acting by

	
	 /s/ David Muir

	 Name: David Muir

	 Title: President



  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	 SIGNED as a DEED

	
	 By MORNINGSIDE SPECIAL IV HONG KONG LIMITED

	
	 Acting by

	
	/s/ Miu Yee TANG
	 Name: Miu Yee TANG

	 Title: authorized signatory



  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	 SIGNED as a DEED

	
	 By XENON INVESTMENT LIMITED

	
	 Acting by

	
	/s/ Ena Leung
	 Name: Ena Leung

	 Title: Director



  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	 SIGNED as a DEED

	
	 By KTB CHINA SYNERGY FUND

	
	 Acting by

	
	          /s/ YEH Aieming Amy
	 Name: YEH Aieming Amy

	 Title:



  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

			
	SIGNED as a DEED
	
	 By SHANGHAI CHEYOU ENTERPRISE MANAGEMENT PARTNERSHIP

      (LIMITED PARTNERSHIP)
(上海车优企业管理合伙企业(有限合伙))



			
	
	Acting by
	
	 





	 Name:
	 	
	 Title:
	 	


  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

			
	SIGNED as a DEED	  	
		
	By CX TMT HOLDING IV LIMITED	  	
		
	 Acting by
	  	


			
	
	 /s/ Miu Yee TANG

	Name:	 	Miu Yee TANG
	Title:	 	Authorised Signatory


  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

			
	SIGNED as a DEED	  	
		
	 By PACIFIC RAYS LIMITED
	  	
		
	 Acting by
	  	


			
	
	 /s/ Chi Sing Ho

	 Name:
	 	 Chi Sing Ho

	 Title:
	 	 Authorized Signatory



  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

			
	 SIGNED as a DEED

		
	 By
	 	TIANJIN RUIFENG XINCHUANG INVESTMENT MANAGEMENT
PARTNERSHIP (LIMITED PARTNERSHIP)
(天津瑞丰新创投资管理合伙企业(有限合伙))
	
	 Acting by

	
	/s/ Dongliang
Lin                                         
       
	 Name: Dongliang Lin

	Title: Authorized Signatory


  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	 SIGNED as a DEED

	
	 By SPEED UP HOLDINGS LIMITED

	
	 Acting by

	
	




	 Name:

	 Title:



  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	 SIGNED as a DEED

	
	 By   SHANGHAI YUANXIN ENTERPRISE MANAGEMENT PARTNERSHIP
(LIMITED
PARTNERSHIP) (上海源莘企业管理合伙企业(有限合伙))

	
	 [Company seal is affixed here]

	
	 Acting by

	
	/s/ Bingdong
Xu                                         
           
	 Name: Bingdong Xu

	 Title: Authorized Signatory



  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	 SIGNED as a DEED

	
	 By YINCHENG INVESTMENT LIMITED

	
	 Acting by

	
	/s/ Ena
Leung                                        
                
	 Name: Ena Leung

	 Title: Director



  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	SIGNED as a DEED
	
	By PV XENON INVESTMENT II LIMITED
	
	Acting by
	
	 /s/ Ena Leung        

	Name: Ena Leung
	Title: Director


  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	SIGNED as a DEED
	
	By GOLDEN EAGLE (ASIA) INVESTMENT LIMITED
	
	Acting by
	
	 




  

	Name:
	Title:


  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	SIGNED as a DEED
	
	By DUOWAN ENTERTAINMENT CORP.
	
	Acting by
	
	




	Name:
	Title:


  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	SIGNED as a DEED
	
	 By EVOLUTION SPECIAL OPPORTUNITY FUND I, L.P.

a Cayman Islands exempted limited partnership

	
	 By MSVC GP LIMITED, 
 a Cayman Islands
exempted company, as its general partner
  
 Acting by

	
	 /s/ Wai Shan WONG

	Name: Wai Shan WONG
	Title: Director


  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	SIGNED as a DEED
	
	 By EVOLUTION FUND I CO-INVESTMENT, L.P.

a Cayman Islands exempted limited partnership

	
	 By MSVC GP LIMITED,
 a Cayman
Islands exempted company, as its general partner

	
	Acting by
	
	 /s/ Wai Shan WONG

	Name: Wai Shan WONG
	Title: Director


  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	SIGNED as a DEED
	
	By BRYAN WHITE
	
	 /s/ BRYAN WHITE



  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	 SIGNED as a DEED

	
	 By GU BRIAN HONGDI

	
	 /s/ GU BRIAN HONGDI



  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	SIGNED as a DEED
	
	By XPENG FORTUNE HOLDINGS LIMITED
	
	Acting by
	
	 [Authorized signatory of T Proteus Limited is affixed here]

	Name: T Proteus Limited
	Title: Director


  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	SIGNED as a DEED
	
	By ASPEX MASTER FUND
	
	Acting by
	
	 /s/ LI HO KEI

	Name: LI HO KEI
	Title: Director


  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	SIGNED as a DEED
	
	By HEL VED MASTER FUND
	
	Acting by
	
	 /s/ Yunmin CHAI

	Name: Yunmin CHAI
	Title: Director


  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	SIGNED as a DEED
	
	By ANATOLE PARTNERS GP LTD.,
	
	General Partner of ANATOLE PARTNERS MASTER FUND, L.P.
	
	Acting by
	
	 /s/ Gary LEE

	Name: Gary LEE
	Title: Authorized Signatory


  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	SIGNED as a DEED
	
	By ANATOLE PARTNERS GP ENHANCED LTD.,
	
	General Partner of ANATOLE PARTNERS ENHANCED MASTER FUND, L.P.
	
	Acting by
	
	 /s/ Gary LEE

	Name: Gary LEE
	Title: Authorized Signatory


  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	SIGNED as a DEED
	
	By TAIREN ALPHA FUND LIMITED
	
	Acting by
	
	 /s/ Christopher Jiang

	Name: Christopher Jiang
	Title: Senior Vice President


  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	SIGNED as a DEED
	
	By 3W GLOBAL FUND
	
	Acting by
	
	 /s/ Weiwei WU

	Name: Weiwei Wu
	Title: Director


  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	SIGNED as a DEED
	
	By CLOUDALPHA MASTER FUND
	
	Acting by
	
	 /s/ Yang Jin

	Name: Yang Jin
	Title: Director


  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	SIGNED as a DEED
	
	By SUMMER ROCKET HOLDINGS LIMITED
	
	Acting by
	
	 /s/ Birong Zhang

	Name: Birong Zhang
	Title: Director


  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	SIGNED as a DEED
	
	By GRAND HORIZON PLUS INVESTMENT LIMITED
	
	Acting by
	
	 /s/ Wu Yongming

	Name: Wu Yongming
	Title: Director


  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	SIGNED as a DEED
	
	By PINE SUMMIT INTERNATIONAL LIMITED
	
	Acting by
	
	 /s/ JIANG, Yijun

	Name: JIANG, Yijun
	Title: Director


  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	SIGNED as a DEED
	
	By NEUMANN CAPITAL
	
	Acting by
	
	 /s/ ZHANG FEI

	Name: ZHANG FEI
	Title: Director


  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement] 













 IN WITNESS WHEREOF, the parties have caused this supplemental agreement to be duly executed
as a deed as of the date first written above. 
  

	
	SIGNED as a DEED
	
	By CREDIT SUISSE AG, SINGAPORE BRANCH
	
	Acting by
	
	 /s/ Paul Scott

	Name: Paul Scott
	Title: Director


  
 [Project Carpenter II
– Signature Page to Supplemental Agreement to the Shareholders Agreement]