EX-10.7






Exhibit 10.7




ACCESSION AGREEMENT




in relation to

CHINA LINONG INTERNATIONAL LIMITED


THIS ACCESSION AGREEMENT (this “Agreement”) is made on July 22, 2008 by and among the following
parties:





	(1)	 	Sequoia Capital China Growth Partners Fund I, L.P., an exempted limited partnership
registered under the laws of the Cayman Islands (“Sequoia Partners Fund”);






	(2)	 	Sequoia Capital China GF Principals Fund I, L.P., an exempted limited partnership registered
under the laws of the Cayman Islands (“Sequoia Principals Fund”, and collectively with
Sequoia Partners Fund, “Transferees A”)






	(3)	 	Made In China Ltd., a company incorporated under the laws of the Cayman Islands (“Transferee
B”; and collectively with Transferees A, the “Transferees”);






	(4)	 	China Linong International Limited, a business company incorporated under the laws of
the British Virgin Islands (the “Company”);






	(5)	 	Land V. Group Limited, a business company incorporated under the laws of the British Virgin
Islands (the “BVT Subsidiary”);






	(6)	 	Land V. Limited, a company
incorporated under the laws of Hong Kong (the “HK
Subsidiary A”);






	(7)	 	Hong Kong Linong Limited, a company incorporated under
the laws of Hong Kong (the “HK Subsidiary B”, and collectively with the HK Subsidiary A, the
“HK Subsidiaries”);






	(8)	 	Each of the companies listed on EXHIBIT A to the Shareholders’ Agreement, each a wholly foreign-owned enterprise organized under the laws of PRC (collectively, the
“PRC Subsidiaries” and each a “PRC Subsidiary”; and collectively with the BVI Subsidiary and the HK Subsidiaries, the “Subsidiaries”);




-1-









 












	(9)	 	Each of the existing shareholders of the Company identified in EXHIBIT B to the
Shareholders’ Agreement (collectively, the “Existing Shareholders” and each, an “Existing
Shareholder”);






	(10)	 	Each of the individuals listed on EXHIBIT C to the Shareholders’ Agreement (collectively,
the “Founders” and each, a “Founder”);






	(11)	 	Each of the entities listed on EXHIBIT D to the Shareholders’ Agreement (collectively, the
“Series A Holders” and each, a “Series A Holder”);






	(12)	 	Each of the entities listed on EXHIBIT E to the Shareholders’ Agreement (collectively, the
“Series A1 Holders” and each, a
“Series A1 Holder”); and






	(13)	 	Each of the persons listed on EXHIBIT F to the Shareholders’ Agreement (collectively, the
“Investors” and each, an “Investor”). The Investors, together with their permitted
transferees and assignees, are referred to collectively herein as the “Series B Holders” and
each individually a “Series B Holder”. The Series B Holders, the Series A Holders and the
Series A1 Holders are referred to collectively herein as the “Preferred Shareholders” and
each individually a “Preferred Shareholder”,
	 
	 	 	(the foregoing parties collectively, the “Parties”, and each a “Party”).





RECITALS





	A.	 	The Transferors are parties to the Shareholders’ Agreement and the Subscription
Agreement.
	 
	B.	 	Transferor A wishes to transfer to Transferees A the Transferred Interest A, and
Transferees A have agreed to purchase the Transferred Interest A in accordance with
the Share Purchase Agreement A and to execute this Agreement in accordance with
the Shareholders’ Agreement.
	 
	C.	 	Transferor B wishes to transfer to Transferee B the Transferred Interest B, and
Transferee B has agreed to purchase the Transferred Interest B in accordance with the
Share Purchase Agreement B and to execute this Agreement in accordance with the
Shareholders’ Agreement.





AGREEMENT





	1	 	Definitions and Interpretation




-2-









 












	1.1	 	The following terms, as used in this Agreement shall have the meanings ascribed
below:
	 
	 	 	“Current Shareholders” means the Existing Shareholders and the Preferred Shareholders;
	 
	 	 	“Retained Interest” means 65,796 Series B Shares remained to be held by Transferor A upon
completion of the transfer of the Transferred Interest A;
	 
	 	 	“Shareholders’ Agreement” means the Shareholders’ Agreement dated March 28, 2008, entered
into among certain of the Parties (other than the Transferees);
	 
	 	 	“Share Purchase Agreement A” means the Share Purchase Agreement dated July 18, 2008 entered
into between Transferor A and Transferees A;
	 
	 	 	“Share Purchase Agreement B” means the Share Purchase Agreement dated April 10, 2008 entered
into between Transferor B and Transferee B;
	 
	 	 	“Subscription Agreement” means the Series B Preferred Share Subscription Agreement dated
March 21, 2008 entered into among certain of the Parties (other than the Transferees);
	 
	 	 	“Transfer Date” means the date of this Agreement;
	 
	 	 	“Transferors” means Transferor A and Transferor B;
	 
	 	 	“Transferor A” means Sequoia Capital China Growth Fund I, L.P., an exempted limited
partnership registered under the laws of the Cayman Islands;
	 
	 	 	“Transferor B” means PreIPO Capital Partners Limited, a business company incorporated under
the laws of the British Virgin Islands;
	 
	 	 	“Transferred Interest” means the Transferred Interest A and the Transferred Interest B;
	 
	 	 	“Transferred Interest A” means the
Transferred Interest A1 and the Transferred Interest A2;
	 
	 	 	“Transferred Interest A1” means 1,554 Series B Shares to be transferred by Transferor A to
Sequoia Partners Fund;




-3-









 












	 	 	“Transferred Interest A2” means 8,070 Series B Shares to be transferred by Transferor
A to Sequoia Principals Fund;
	 
	 	 	“Transferred Interest B”  means 27,420 Series B Shares to be transferred from Transferor B to Transferee
B.
	 
	1.2	 	All capitalized terms used and not otherwise defined herein shall have the respective
meanings set forth in the Shareholders’ Agreement.
	 
	1.3	 	Headings and titles are used for ease of reference only and do not affect the interpretation
of this Agreement.
	 
	2	 	Undertakings of the Transferees
	 
	2.1	 	In consideration of the agreement of Transferor A to transfer the Transferred Interest A to
Transferees A, each of Transferees A undertakes, subject to Clause 3, to each other Party that
it will, with effect from the date of this Agreement and without prejudice to any liability of
Transferor A in respect of any breach by it of its obligations under the Shareholders’
Agreement and Subscription Agreement prior to the Transfer Date, assume, perform and comply
with each of the obligations of Transferor A under the Shareholders’ Agreement and
Subscription Agreement as if it had been a party to the Shareholders’ Agreement and
Subscription Agreement at the date of its execution.
	 
	2.2	 	In consideration of the agreement of Transferor B to transfer the Transferred Interest B to
Transferee B, Transferee B undertakes, subject to Clause 3, to each other Party that it will,
with effect from the date of this Agreement and without prejudice to any liability of
Transferor B in respect of any breach by it of its obligations under the Shareholders’
Agreement and Subscription Agreement prior to the Transfer Date, assume, perform and comply
with each of the obligations of Transferor B under the Shareholders’ Agreement and
Subscription Agreement as if it had been a party to the Shareholders’ Agreement and
Subscription Agreement at the date of its execution.
	 
	2.3	 	Transferor A represents and warrants that it is affiliated to Transferees A, as Transferor A
and Transferees A are both directly under the common control of SC China Holding Limited, the
general partner of Transferor A and Transferees A, and managed by Sequoia Capital China
Advisors Limited.
	 
	2.4	 	Transferor B represents and warrants that it is affiliated to Transferee B, as both
Transferor B and Transferee B are, indirectly, under common control by Mr Chen




-4-









 












	 	 	Rong. In addition, Transferee B is also being managed by Transferor B, pursuant to an
Operating Agreement dated December 2, 2007.
	 
	3	 	Rights and Obligations of the Transferees and Transferors
	 
	3.1	 	In consideration of the undertakings given by Transferees A under Clause 2.1, the Parties
acknowledge and agree that (a) with effect from the Transfer Date, Sequoia Partners Fund and
Sequoia Principals Fund shall be entitled to the benefit of all rights conferred on Transferor
A under the Shareholders’ Agreement and Subscription Agreement in their capacity as the
holders of the Transferred Interest A1 and the Transferred Interest A2, respectively as if
they had been parties thereto (without prejudice to the rights of Transferor A under the
Shareholders’ Agreement and Subscription Agreement in respect of any breach by any other party
to it of its obligations thereunder at any time prior to the Transfer Date); (b) with effect
from the Transfer Date, Transferor A shall continue to be entitled to the benefit of all
rights conferred on it under the Shareholders’ Agreement and Subscription Agreement in its
capacity as the holder of the Retained Interest; and (c) with effect from the Transfer Date,
Transferor A shall remain liable to perform and comply with its obligations under the
Shareholders’ Agreement and Subscription Agreement (without prejudice to any liability of
Transferor A in respect of any breach by it of its obligations under the Shareholders’
Agreement and Subscription Agreement prior to the Transfer Date).
	 
	3.2	 	In consideration of the undertakings given by Transferee B under Clause 2.2, the Parties
acknowledge and agree that (a) with effect from the Transfer Date, Transferee B shall be
entitled to the benefit of all rights conferred on Transferor B under the Shareholders’
Agreement and Subscription Agreement as if it had been a party thereto (without prejudice to
the rights of Transferor B under the Shareholders’ Agreement and Subscription Agreement in
respect of any breach by any other party to it of its obligations thereunder at any time
prior to the Transfer Date); (b) with effect from the Transfer Date, Transferor B shall
cease to be entitled to the rights referred to under Clause 3.2(a); and (c) with effect from
the Transfer Date, Transferor B shall cease to have any obligations under the Shareholders’
Agreement and Subscription Agreement (save in respect of any breach by it of its obligations
under the Shareholders’ Agreement and Subscription Agreement prior to the Transfer Date).
	 
	4	 	Guarantee and Indemnity by Transferors
	 
	4.1	 	In consideration of the Parties entering into this Agreement, Transferor A hereby
unconditionally and irrevocably guarantees to the Current Shareholders and the Company the
due and punctual performance and observance by each of Transferees A of all its
obligations, commitments, undertakings, warranties, indemnities and




-5-









 







	     	 	covenants under or pursuant to this Agreement, and the Shareholders’ Agreement and the
Subscription Agreement and agrees to indemnify the Current Shareholders and the Company
against all losses, damages, costs and expenses (including legal costs and expenses) which
the Current Shareholders or the Company may suffer through or arising from any breach by
any of Transferees A of such obligations, commitments, warranties, undertakings,
indemnities or covenants.






	4.2	 	In consideration of the Parties entering into this Agreement, Transferor B hereby
unconditionally and irrevocably guarantees to the Current Shareholders and the Company the due
and punctual performance and observance by Transferee B of all its obligations, commitments,
undertakings, warranties, indemnities and covenants under or pursuant to this Agreement, and
the Shareholders’ Agreement and the Subscription Agreement and agrees to indemnify the Current
Shareholders and the Company against all losses, damages, costs and expenses (including legal
costs and expenses) which the Current Shareholders and the Company may suffer through or
arising from any breach by Transferee B of such obligations,
commitments, warranties,
undertakings, indemnities or covenants.
	 
	5	 	Effect of Shareholders’ Agreement and Subscription Agreement
	 
	 	 	Except as otherwise provided for in this Agreement, all the terms and conditions of the
Shareholders’ Agreement and Subscription Agreement shall remain in full force and effect.
	 
	6	 	Notices
	 
	 	 	For the purposes of Section 10.1 (Notices) of the Shareholders’ Agreement and Section 8.7
(Notices) of the Subscription Agreement, communications addressed to the Transferees shall
be sent to the address of the Transferees as set out in this Agreement, or to such other
address or fax number as the Transferees may from time to time have notified to each of the
Parties for this purpose.
	 
	7	 	Assignment and Transfer
	 
	 	 	The Parties hereby acknowledge and agree that no party shall have any right to assign,
transfer or dispose of the benefit (or any part thereof) or the burden (or any part thereof)
of this Agreement without the prior written consent of the other parties.
	 
	8	 	Counterparts




-6-









 












	 	 	This Agreement may be executed in any number of counterparts and by the different parties on
separate counterparts, each of which when executed and delivered shall constitute an
original, but all the counterparts together shall constitute one and the same instrument.
	 
	9	 	Governing Law
	 
	 	 	This Agreement shall be governed by and construed in all respects in accordance with the
laws of Hong Kong.





[The remainder of this page has been intentionally left blank]








-7-









 







IN WITNESS THEREOF, this Agreement has been executed by the Parties and is intended to
be and is hereby delivered on the date first written above.



By the Company and the Existing Shareholders:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	China Linong International Limited	 	 	 	Grow Grand Limited	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Ma Shing Yung	 	 	 	By:	 	/s/ Ma Shing Yung	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Ma Shing Yung
	 	 	 	 	 	Name:
	 	Ma Shing Yung	 	 
	 

	 	Title:
	 	Director
	 	 	 	 	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Magnetic Star Holdings Ltd.	 	 	 	Limewater Limited	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Luan Li	 	 	 	By:	 	/s/ Xia Weimin	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Luan Li
	 	 	 	 	 	Name:
	 	Xia Weimin	 	 
	 

	 	Title:
	 	Director
	 	 	 	 	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Natural Eternity Limited	 	 	 	Valuetrue Investments Ltd.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Law Kin Ip	 	 	 	By:	 	/s/ Lui Ming Ho	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Law Kin Ip
	 	 	 	 	 	Name:
	 	Lui Ming Ho	 	 
	 

	 	Title:
	 	Director
	 	 	 	 	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Win Seasons Finance Ltd.	 	 	 	Honeycomb Assets Management Ltd.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	 	 	 	 	 	 	By:	 	/s/ Fu Ming Xia	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Wang Xiaogang
	 	 	 	 	 	Name:
	 	Fu Ming Xia	 	 
	 

	 	Title:
	 	Director
	 	 	 	 	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Natural Scent Limited	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Li Jin	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Li Jin	 	 	 	 	 	 	 	 	 	 
	 

	 	Title:
	 	Director	 	 	 	 	 	 	 	 	 	 






[Signature Page to Accession Agreement]








 









 







IN WITNESS THEREOF, this Agreement has been executed by the
Parties and is intended to
be and is hereby delivered on the date first written above.



By the Company and the Existing Shareholders:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	China Linong International Limited	 	 	 	Grow Grand Limited	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Ma Shing Yung
	 	 	 	 	 	Name:
	 	Ma Shing Yung	 	 
	 

	 	Title:
	 	Director
	 	 	 	 	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Magnetic Star Holdings Ltd.	 	 	 	Limewater Limited	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Luan Li
	 	 	 	 	 	Name:
	 	Xia Weimin	 	 
	 

	 	Title:
	 	Director
	 	 	 	 	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Natural Eternity Limited	 	 	 	Valuetrue Investments Ltd.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Law Kin Ip
	 	 	 	 	 	Name:
	 	Lui Ming Ho	 	 
	 

	 	Title:
	 	Director
	 	 	 	 	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Win Seasons Finance Ltd.	 	 	 	Honeycomb Assets Management Ltd.	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Wang Xiaogang	 	 	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Wang Xiaogang
	 	 	 	 	 	Name:
	 	Fu Ming Xia	 	 
	 

	 	Title:
	 	Director
	 	 	 	 	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Natural Scent Limited	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Li Jin	 	 	 	 	 	 	 	 	 	 
	 

	 	Title:
	 	Director	 	 	 	 	 	 	 	 	 	 






[Signature Page to Accession Agreement]









 









 







IN WITNESS THEREOF, this Agreement has been
executed by the Parties and is intended to be and is
hereby delivered on the date first written above.



By the Founders:




	 	 	 	 	 

	/s/ Ma Shing Yung

	 	 	 	/s/ Luan Li
	 

	 	 	 	 
	Ma Shing Yung

	 	 	 	Luan Li






[Signature Page to Accession Agreement]









 









 







IN WITNESS THEREOF, this Agreement has been executed by the Parties and is
intended to
be and is hereby delivered on the date first written above.



By the BVI Subsidiary and HK Subsidiaries:




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	Land V. Group Limited	 	 	 	Land V. Limited	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Ma Shing Yung	 	 	 	By:	 	/s/ Ma Shing Yung	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Ma Shing Yung
	 	 	 	 	 	Name:
	 	Ma Shing Yung	 	 
	 

	 	Title:
	 	Director
	 	 	 	 	 	Title:
	 	Director	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Hong Kong Linong Limited	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Ma Shing Yung	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Ma Shing Yung	 	 	 	 	 	 	 	 	 	 
	 

	 	Title:
	 	Director	 	 	 	 	 	 	 	 	 	 






[Signature Page to Accession Agreement]








 









 







IN WITNESS THEREOF, this Agreement has been executed by the Parties and is intended to be and is
hereby delivered on the date first written above.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	By the PRC Subsidiaries:	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Land V. Limited (Fujian)
	 	 	 	Land V. Limited (Shenzhen)	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Luan Li	 	 	 	By:	 	/s/ Luan Li	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Luan Li
	 	 	 	 	 	Name:
	 	Luan Li	 	 
	 

	 	Title:
	 	Legal Representative
	 	 	 	 	 	Title:
	 	Legal Representative	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Land V Limited (Hangzhou)	 	 	 	Land V Limited (Tianjin)	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Luan Li	 	 	 	By:	 	/s/ Luan Li	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Luan Li
	 	 	 	 	 	Name:
	 	Luan Li	 	 
	 

	 	Title:
	 	Legal Representative
	 	 	 	 	 	Title:
	 	Legal Representative	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(Weifang)Land V. Limited	 	 	 	Land V. Limited (Liaoyang)	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Luan Li	 	 	 	By:	 	/s/ Luan Li	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Luan Li
	 	 	 	 	 	Name:
	 	Luan Li	 	 
	 

	 	Title:
	 	Legal Representative
	 	 	 	 	 	Title:
	 	Legal Representative	 	 






[Signature Page to Accession Agreement]





 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 

	Land V. Limited (Huizhou)	 	 	 	Land V. Limited (Zhangjiakou)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Ma Shing Yung	 	 	 	By:	 	/s/ Ma Shing Yung
	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Ma Shing Yung
	 	 	 	 	 	Name:
	 	Ma Shing Yung
	 

	 	Title:
	 	Legal Representative
	 	 	 	 	 	Title:
	 	Legal Representative
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Xiamen Land V. Group Co., Ltd.	 	 	 	Land V. Limited (Shantou)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Ma Shing Yung	 	 	 	By:	 	/s/ Ma Shing Yung
	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Ma Shing Yung
	 	 	 	 	 	Name:
	 	Ma Shing Yung
	 

	 	Title:
	 	Legal Representative
	 	 	 	 	 	Title:
	 	Legal Representative






[Signature Page to Accession Agreement]






 









 







IN WITNESS THEREOF, this Agreement has been executed by the Parties and is intended to be and is
hereby delivered on the date first written above.




	 	 	 	 	 
	By the Transferees:





Sequoia Capital China Growth Partners Fund I, L.P.

Sequoia Capital China GF Principals Fund I, L.P.

 	 	 
	By:  	Sequoia Capital China Management I, L.P.
 	 	 
	 	A Cayman Islands Exempted Limited Partnership 	 	 
	 	General Partner of Each 	 



	 	 	 	 	 
	By:  	SC China Holding Limited
 	 	 
	 	A Cayman Islands Limited Liability Company 	 	 
	 	Its General Partner 	 	 



	 	 	 	 	 
	/s/ Jimmy Wong
 	 	 
	Name:  	Jimmy Wong 	 	 
	Title:  	Authorized Signatory
	 	 
	Address:  	Suite 2215, 22/F, Two Pacific Place,

88 Queensway, Hong Kong	 	 
	Tel:  	+852 2501 5241 	 	 
	Facsimile:  	+852 2501 5249 	 	 



	 	 	 	 	 
	Made In China Ltd.

 	 	 
	By:  	 	 	 
	 	Name:  	 	 	 
	 	Title:
Address:	 	 	 
	 
	 	Tel:

Facsimile:  	 	 	 
	 



[Signature Page to Accession Agreement]






 









 








IN WITNESS THEREOF, this Agreement has been executed by the Parties and is intended to be and is
hereby delivered on the date first written above.




	 	 	 	 	 
	By the Transferees:



Sequoia Capital China Growth Partners Fund I, L.P.

Sequoia Capital China GF Principals Fund I, L.P.

 	 	 
	By:  	Sequoia Capital China Management I, L.P.
 	 	 
	 	A Cayman Islands Exempted Limited Partnership	 	 
	 	General Partner of Each 	 	 
	 
	By:  	SC China Holding Limited 	 	 
	 	A Cayman Islands Limited Liability Company 	 	 
	 	Its General Partner 	 	 
	 



	 	 	 	 	 
	 	 	 
	Name:  	
	 	 
	Title:
Address:


Tel:

Facsimile:  	 	 	 
	 



	 	 	 	 	 
	For and on behalf of

MADE IN CHINA LTD.

 	 	 
	By:  	/s/
Chen Rong
 	 	 
	 	Authorized Signature(s)	 	 
	 	Name:  	 	 	 
	 	Title:  	Partner	 	 
	 	Address:  	6th  Floor, 832  Huamu Road

Shanghai 201204, China

 	 	 
	 	Tel:  	+86 21 50591378*1011	 	 
	 	Facsimile:  	+86 21 50453554 	 	 
	 



[Signature Page to Accession Agreement]








 









 







IN WITNESS THEREOF, this Agreement has been executed by the Parties and is intended to be and is
hereby delivered on the date first written above.




	 	 	 	 	 
	By the Series A Holders and Series A1 Holders:



Sequoia Capital China I, L.P.

Sequoia Capital China Partners Fund I, L.P.

Sequoia Capital China Principals Fund I, L.P.

 	 	 
	By:  	Sequoia Capital China Management I, L.P.
 	 	 
	 	A Cayman Islands Exempted Limited Partnership	 	 
	 	General Partner of Each 	 	 
	 
	By:  	SC China Holding Limited 	 	 
	 	A Cayman Islands Limited Liability Company 	 	 
	 	Its General Partner 	 	 
	 



	 	 	 	 	 
	/s/ Jimmy Wong
 	 	 
	Name:  	Jimmy Wong 	 	 
	Title:  	Authorized Signatory 	 	 
	 



[Signature Page to Accession Agreement]








 









 







IN WITNESS THEREOF, this Agreement has been executed by the Parties and is intended to be and is
hereby delivered on the date first written above.




	 	 	 	 	 
	By Series A1 Holders:



Grow Grand Limited

 	 	 
	By:  	/s/ Ma Shing Yung
 	 	 
	 	Name:  	Ma Shing Yung  	 	 
	 	Title:  	Director 	 	 
	 
	Honeycomb Assets Management Limited

 	 	 
	By:  	/s/ Fu Ming Xia  	 	 
	 	Name:  	Fu Ming Xia     	 	 
	 	Title:  	Director 	 	 
	 



[Signature Page to Accession Agreement]








 









 







IN WITNESS THEREOF, this Agreement has been executed by the Parties and is intended to be and
is hereby delivered on the date first written above.




	 	 	 	 	 
	By the Investors:



SIG China Investments One, Ltd.

 	 	 
	By:  	/s/ Michael L. Spolan
 	 	 
	 	Name:  	Michael L. Spolan	 	 
	 	Title:  	Vice President

SIG Asia Investment LLLP

authorized agent for

SIG China Investments One, Ltd.

 	 	 
	 




[Signature Page to Accession Agreement]



 









 




IN WITNESS THEREOF, this Agreement has been executed by the Parties and is intended to be and is
hereby delivered on the date first written above.




	 	 	 	 	 
	By the Investors:



Walden International



Pacven Walden Ventures VI, L.P.

 	 	 
	By:  	/s/ Jeffrey Zeng
 	 	 
	 	Name:  	Jeffrey Zeng 	 	 
	 	Title:  	Authorised Signatory 	 	 
	 
	Pacven Walden Ventures Parallel VI, L.P.

 	 	 
	By:  	/s/ Jeffrey Zeng
 	 	 
	 	Name:  	Jeffrey Zeng 	 	 
	 	Title:  	Authorised Signatory 	 	 
	 



[Signature Page to Accession Agreement]








 









 







IN WITNESS THEREOF, this Agreement has been executed by the Parties and is intended to be and
is hereby delivered on the date first written above.




	 	 	 	 	 
	By an Investor and Transferor A:


Sequoia Capital China Growth Fund I, L.P.

 	 	 
	By:  	/s/ Jimmy Wong
 	 	 
	 	Name:  	Jimmy Wong 	 	 
	 	Title:  	Authorized Signatory 	 	 
	 



[Signature Page to Accession Agreement]






 









 









IN WITNESS THEREOF, this Agreement has been executed by the Parties and is intended to be and is hereby delivered on the date first written above.


	 	 	 	 	 
	By an Investor and Transferor B:



PreIPO Capital Partners Limited



For and on behalf of

PreIPO Capital Partners Limited

 	 
	By:  	/s/
Rong Hua
 	 	 
	 	Authorized Signature(s)	 	 
	 	Name:  	 	 	 
	 	Title:  	Managing Director 	 	 
	 



[Signature Page to Accession Agreement]