UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange
Act of 1934
(Amendment No. )*
Baozun Inc.
(Name of Issuer)
Class A Ordinary Shares, par value US$0.0001 per share
(Title of Class of Securities)
06684L103 **
(CUSIP Number)
Catherine
Zhu, Chief Financial Officer
No. 1-9,
Lane 510, West Jiangchang Road
Shanghai
200436
The People’s
Republic of China
Telephone:
+86 21 6080-9991
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 30, 2024
(Date of Event which Requires Filing
of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for
other parties to whom copies are to be sent.
* The remainder
of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
** This CUSIP
number applies to the Issuer’s American depository shares, or ADSs, each representing three Class A Ordinary Shares, par value US$0.0001
per share, of the Issuer.
The information
required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
| 1 |
NAME OF REPORTING PERSONS
Champion Kerry Inc. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS
OO |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
26,469,422 Class A Ordinary Shares |
| 8 |
SHARED VOTING POWER
0 |
| 9 |
SOLE DISPOSITIVE POWER
26,469,422 Class A Ordinary Shares |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,469,422 Class A Ordinary Shares |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.6%
of total Class A ordinary shares (or 14.4% of total ordinary shares assuming conversion of all outstanding Class B ordinary shares
into the same number of Class A ordinary shares)1 |
| 14 |
TYPE OF REPORTING PERSON
CO |
1 Based on 169,928,854 Class A ordinary shares (excluding
3,239,277 Class A ordinary shares issued to the Issuer’s depositary bank for bulk issuance of ADSs reserved for future issuances
upon the exercise or vesting of awards granted under the Issuer’s share incentive plans and the shares repurchased by the Issuer
from the open market under the Issuer’s share repurchase program) issued and outstanding as of March 31, 2024, as reported in the
Issuer’s Form 20-F filed with the SEC on April 19, 2024. As-converted percentage is based on 13,300,738 Class B ordinary shares
issued and outstanding as of March 31, 2024, and assuming all Class B ordinary shares held by such reporting person are converted into
the same number of Class A ordinary shares. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical,
except with respect to voting and conversion. Each Class A ordinary share is entitled to one vote per share. Each Class B ordinary share
is entitled to ten votes per share and is convertible at any time into one Class A ordinary share. Class A ordinary shares are not convertible
into Class B ordinary shares under any circumstances.
| 1 |
NAME OF REPORTING PERSONS
ACCF Capital Management PTE.LTD |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS
OO |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
26,469,422 Class A Ordinary Shares |
| 8 |
SHARED VOTING POWER
0 |
| 9 |
SOLE DISPOSITIVE POWER
26,469,422 Class A Ordinary Shares |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,469,422 Class A Ordinary Shares |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.6%
of total Class A ordinary shares (or 14.4% of total ordinary shares assuming conversion of all outstanding Class B ordinary shares
into the same number of Class A ordinary shares)2 |
| 14 |
TYPE OF REPORTING PERSON
CO |
2 Based on 169,928,854 Class A ordinary shares (excluding
3,239,277 Class A ordinary shares issued to the Issuer’s depositary bank for bulk issuance of ADSs reserved for future issuances
upon the exercise or vesting of awards granted under the Issuer’s share incentive plans and the shares repurchased by the Issuer
from the open market under the Issuer’s share repurchase program) issued and outstanding as of March 31, 2024, as reported in the
Issuer’s Form 20-F filed with the SEC on April 19, 2024. As-converted percentage is also based on 13,300,738 Class B ordinary shares
issued and outstanding as of March 31, 2024, and assuming all Class B ordinary shares held by such reporting person are converted into
the same number of Class A ordinary shares. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical,
except with respect to voting and conversion. Each Class A ordinary share is entitled to one vote per share. Each Class B ordinary share
is entitled to ten votes per share and is convertible at any time into one Class A ordinary share. Class A ordinary shares are not convertible
into Class B ordinary shares under any circumstances.
| 1 |
NAME OF REPORTING PERSONS
JW Flashing Brilliant Limited |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS
OO |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
British Virgin Islands |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
26,469,422 Class A Ordinary Shares |
| 8 |
SHARED VOTING POWER
0 |
| 9 |
SOLE DISPOSITIVE POWER
26,469,422 Class A Ordinary Shares |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,469,422 Class A Ordinary Shares |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.6%
of total Class A ordinary shares (or 14.4% of total ordinary shares assuming conversion of all outstanding Class B ordinary shares
into the same number of Class A ordinary shares)3 |
| 14 |
TYPE OF REPORTING PERSON
CO |
3 Based on 169,928,854 Class A ordinary shares (excluding
3,239,277 Class A ordinary shares issued to the Issuer’s depositary bank for bulk issuance of ADSs reserved for future issuances
upon the exercise or vesting of awards granted under the Issuer’s share incentive plans and the shares repurchased by the Issuer
from the open market under the Issuer’s share repurchase program) issued and outstanding as of March 31, 2024, as reported in the
Issuer’s Form 20-F filed with the SEC on April 19, 2024. As-converted percentage is also based on 13,300,738 Class B ordinary shares
issued and outstanding as of March 31, 2024, and assuming all Class B ordinary shares held by such reporting person are converted into
the same number of Class A ordinary shares. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical,
except with respect to voting and conversion. Each Class A ordinary share is entitled to one vote per share. Each Class B ordinary share
is entitled to ten votes per share and is convertible at any time into one Class A ordinary share. Class A ordinary shares are not convertible
into Class B ordinary shares under any circumstances.
| 1 |
NAME OF REPORTING PERSONS
Jun WANG |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) ¨ |
| 3 |
SEC USE ONLY |
| 4 |
SOURCE OF FUNDS
OO |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e): ¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
People’s Republic of China |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
26,469,422 Class A Ordinary Shares |
| 8 |
SHARED VOTING POWER
0 |
| 9 |
SOLE DISPOSITIVE POWER
26,469,422 Class A Ordinary Shares |
| 10 |
SHARED DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
26,469,422 Class A Ordinary Shares |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN
SHARES ¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.6%
of total Class A ordinary shares (or 14.4% of total ordinary shares assuming conversion of all outstanding Class B ordinary shares
into the same number of Class A ordinary shares)4 |
| 14 |
TYPE OF REPORTING PERSON
IN |
4 Based on 169,928,854 Class A ordinary shares
(excluding 3,239,277 Class A ordinary shares issued to the Issuer’s depositary bank for bulk issuance of ADSs reserved for future
issuances upon the exercise or vesting of awards granted under the Issuer’s share incentive plans and the shares repurchased by
the Issuer from the open market under the Issuer’s share repurchase program) issued and outstanding as of March 31, 2024, as reported
in the Issuer’s Form 20-F filed with the SEC on April 19, 2024. As-converted percentage is also based on 13,300,738 Class B ordinary
shares issued and outstanding as of March 31, 2024, and assuming all Class B ordinary shares held by such reporting person are converted
into the same number of Class A ordinary shares. The rights of the holders of Class A ordinary shares and Class B ordinary shares are
identical, except with respect to voting and conversion. Each Class A ordinary share is entitled to one vote per share. Each Class B
ordinary share is entitled to ten votes per share and is convertible at any time into one Class A ordinary share. Class A ordinary shares
are not convertible into Class B ordinary shares under any circumstances.
Item 1. Security and Issuer
This statement
on Schedule 13D (this “Statement”) relates to the Class A ordinary shares, par value $0.0001 per share (the “Class
A Ordinary Shares”), of Baozun Inc., an exempted company incorporated under the laws of the Cayman Islands (the “Issuer”),
whose principal executive office is located at No. 1-9, Lane 510, West Jiangchang Road, Shanghai 200436, the People’s Republic of
China.
Item 2. Identity and Background
| (a) | This Statement is being jointly filed by the following persons (each a “Reporting
Person” and collectively, the “Reporting Persons”): |
| (i) | Champion Kerry Inc., a company incorporated in the British Virgin Islands whose
registered office is at Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands (“Champion
Kerry”); |
| (ii) | ACCF Capital Management PTE.LTD, a company incorporated in Singapore whose registered
office is at 9 Temasek Boulevard #07-01, Suntec Tower Two, Singapore 038989 (“ACCF”); |
| (iii) | JW Flashing Brilliant Limited, a company incorporated in the British Virgin Islands
whose registered office is at Craigmuir Chambers, P.O. Box 71, Road Town, Tortola, VG1110, British Virgin Islands (“JW”);
and |
| (iv) | Jun WANG, a citizen of the People’s Republic of China (“Mr. Wang”). |
| (b) | The agreement among the Reporting Persons relating to the joint filing of this Statement entered into on May 30, 2024 (the “Joint
Filing Agreement”) in accordance with the provisions of Rule 13d-1(k)(1) under
the Exchange Act is attached to this Statement as Exhibit 99.1. |
| (c) | Champion Kerry is the record holder of 26,469,422 Class A Ordinary Shares of the Issuer reported in this Statement as beneficially
owned by the Reporting Persons. ACCF holds 100% of the voting shares of Champion Kerry; in such capacity, ACCF may
be deemed to have voting and investment power with respect to these Class A Ordinary Shares. JW is the sole shareholder of
ACCF; in such capacity, JW may be deemed to have voting and investment power with respect
to these Class A Ordinary Shares. Mr. Wang is the sole shareholder of JW; in such capacity, Mr. Wang may
be deemed to have voting and investment power with respect to these Class A Ordinary Shares. |
| (d) | The name, business address, present principal occupation or employment and citizenship of each of the directors of the Reporting Persons
as of the date hereof is set forth on Schedule A. None of the Reporting Persons has any executive officer. |
| (e) | During the last five years, none of the Reporting Persons and, to the best of their knowledge, any of the persons listed on Schedule A hereto
has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar minor offenses) or (ii) a party to
a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws. |
| (f) | Champion Kerry and JW are organized under the laws of the British Virgin Islands. ACCF is organized under the laws of Singapore. Mr.
Wang is a citizen of the People’s Republic of China. |
Item
3. Source and Amount of Funds or Other Consideration
On
May 30, 2024, Champion Kerry and Alibaba Investment Limited (“Alibaba”)
entered into a Share Purchase Agreement, a copy of which is attached hereto as Exhibit 99.2 (the “Share
Purchase Agreement”). The description of the Share Purchase Agreement contained herein is qualified in its entirety by reference
to Exhibit 99.2, which is incorporated herein by reference.
Pursuant
to the Share Purchase Agreement, Alibaba has agreed to sell to Champion Kerry, and Champion Kerry has agreed to purchase from Alibaba,
all of the right, title and interest of Alibaba in and pertaining to 26,469,422 Class A Ordinary Shares of the Issuer for an aggregate
purchase price of US$21,780,893.
The
aggregate number of Class A Ordinary Shares beneficially owned by the Reporting Persons is 26,469,422. The source of the funds used to
purchase the Class A Ordinary Shares of the Issuer was capital contributions by the shareholders of such Reporting Persons and the available
funds of such entities.
Item
4. Purpose of Transaction
As
described in Item 3 above and Item 6 below, this Statement is being filed in connection with the acquisition of the Class A Ordinary
Shares of the Issuer by Champion Kerry pursuant to the Share Purchase Agreement. The Reporting Persons acquired the securities described
in this Statement for investment purposes and not with a view toward any resale or distribution thereof except in compliance with the
Securities Act or state securities law (“Blue Sky Law”). The Reporting Persons intend to review their investments
in the Issuer on an ongoing basis and might take actions at any time without prior notice, based on their assessment of various factors,
including but not limited to the Issuer’s business and financial condition, results of operations and prospects, general market,
economic and industry conditions, general market, industry and economic conditions, and alternative investment opportunities and
other future developments.
The Reporting
Persons reserve the right to change their intentions and may acquire additional securities of the Issuer or retain or dispose all or a
portion of the securities they currently hold, either in the open market or in privately negotiated transactions. Additionally, the Reporting
Persons and their designee to the Issuer’s board of directors may engage in discussions with management, the board of directors
of the Issuer, and shareholders of the Issuer and other relevant parties.
Except
as set forth in this Item 4, the Reporting Persons currently have no plans or proposals that relate to or would result in
any of the matters listed in Items 4(a)–(j) of Schedule 13D. The Reporting Persons may,
however, depending on the factors discussed herein, change their purpose or develop different plans or proposals at any time.
Item 5. Interest in Securities of the Issuer
| (a) | The aggregate number of Class A Ordinary Shares and the percentage of total Class
A Ordinary Shares (and total Ordinary Shares assuming conversion of all outstanding Class B Ordinary Shares into the same number of Class
A Ordinary Shares) beneficially owned by the Reporting Persons is set forth below. References to percentage ownerships are based upon
169,928,854 Class A Ordinary Shares and 13,300,738 Class B Ordinary Shares issued and outstanding as of March 31, 2024, as reported in
the Issuer’s Annual Report on Form 20-F, filed with the Securities and Exchange Commission on April 19, 2024. Pursuant to Rule 13d-3
of the Act, the Reporting Persons may be deemed to beneficially own 26,469,422 Class A Ordinary Shares of the Issuer, representing approximately
15.6% of total Class A Ordinary Shares (or 14.4% of total Ordinary Shares assuming conversion of all outstanding Class B Ordinary
Shares into the same number of Class A Ordinary Shares). The filing of this Statement shall not be construed as an admission that a Reporting
Person beneficially owns those shares held by any other Reporting Person. |
As of the date hereof:
| (i) | Champion Kerry beneficially owns 26,469,422
Class A Ordinary Shares, which represents approximately 15.6% of total Class A Ordinary Shares (or
14.4% of total Ordinary Shares assuming conversion of all outstanding Class B Ordinary Shares into the same number of Class A Ordinary
Shares). |
| (ii) | ACCF, as the owner of 100% voting shares
of Champion Kerry, may be deemed to beneficially own an aggregate of 26,469,422 Class A Ordinary
Shares, which represents approximately 15.6% of total Class A Ordinary Shares (or 14.4% of total Ordinary Shares assuming conversion
of all outstanding Class B Ordinary Shares into the same number of Class A Ordinary Shares). |
| (iii) | JW, as the sole shareholder of ACCF, may
be deemed to beneficially own an aggregate of 26,469,422 Class A Ordinary Shares, which represents
approximately 15.6% of total Class A Ordinary Shares (or 14.4% of total Ordinary Shares assuming conversion of all outstanding Class
B Ordinary Shares into the same number of Class A Ordinary Shares). |
| (iv) | Mr. Wang, as the sole shareholder of JW,
may be deemed to beneficially own an aggregate of 26,469,422 Class A Ordinary Shares, which
represents approximately 15.6% of total Class A Ordinary Shares (or 14.4% of total Ordinary Shares assuming conversion of all outstanding
Class B Ordinary Shares into the same number of Class A Ordinary Shares). |
| (b) | The number of Class A Ordinary Shares as
to which each of the Reporting Persons has sole or shared power to vote, direct the vote, dispose or direct the disposition are as set
forth in rows seven through ten of the cover pages hereof. The information set forth in Item 2 is hereby incorporated by reference into
this Item 5(b). |
| (c) | To the best knowledge of each of the Reporting Persons, none of the Reporting Persons has effected any transactions relating to the
Class A Ordinary Shares during the past 60 days. |
| (d) | To the best knowledge of the Reporting Persons, no person other than the Reporting Persons has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the Class A Ordinary Shares beneficially owned by the Reporting
Persons identified in this Item 5. |
Item 6. Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the Issuer
Other
than the Joint Filing Agreement described in Item 2 and the Share Purchase Agreement described in Item 3, there are no contracts, arrangements,
understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the
securities of the Issuer.
Item 7. Material to Be Filed
as Exhibits
SIGNATURES
After
reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies
that the information set forth in this statement is true, complete and correct.
Dated: May 30, 2024
| |
Champion Kerry Inc. |
| |
|
| |
By: |
/s/
Jun WANG |
| |
Name: |
Jun WANG |
| |
Title: |
Director |
| |
|
|
| |
ACCF Capital Management PTE.LTD |
| |
|
| |
By: |
/s/ Jun WANG |
| |
Name: |
Jun WANG |
| |
Title: |
Director |
| |
|
|
| |
JW Flashing Brilliant Limited |
| |
|
| |
By: |
/s/ Jun WANG |
| |
Name: |
Jun WANG |
| |
Title: |
Director |
| |
|
|
| |
Jun WANG |
| |
|
| |
/s/ Jun WANG |
SCHEDULE
A
LIST OF
DIRECTORS OF THE REPORTING PERSONS
| Name |
Citizenship |
Present Principal Occupation or Employment |
Business Address |
| Jun WANG |
People’s Republic of China |
Director of Champion Kerry, ACCF and JW |
HOUSE 93 ROBERTSON QUAY #27-02 SINGAPORE 238255 |
| |
|
|
|
| LI HUIHUI |
Singapore |
Director of ACCF |
Unit 802B, Suntec Tower 1,7 Temasek Boulevard 038987 SINGAPORE |
Exhibit 99.1
JOINT FILING AGREEMENT
In accordance with the provisions of Rule 13d-1(k)
under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a
Statement on Schedule 13D (including additional amendments thereto) with respect to the Class A ordinary shares, par value $0.0001 per
share (the “Class A Ordinary Shares”), of Baozun Inc., an exempted company incorporated under the laws of the Cayman
Islands. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
Dated: May 30, 2024
| |
Champion Kerry Inc. |
| |
|
| |
By: |
/s/
Jun WANG |
| |
Name: |
Jun WANG |
| |
Title: |
Director |
| |
|
|
| |
ACCF Capital Management PTE.LTD |
| |
|
| |
By: |
/s/ Jun WANG |
| |
Name: |
Jun WANG |
| |
Title: |
Director |
| |
|
|
| |
JW Flashing Brilliant Limited |
| |
|
| |
By: |
/s/ Jun WANG |
| |
Name: |
Jun WANG |
| |
Title: |
Director |
| |
|
|
| |
Jun WANG |
| |
|
| |
/s/ Jun WANG |
Exhibit 99.2
Execution Version
SHARE PURCHASE AGREEMENT
This
SHARE PURCHASE AGREEMENT, dated as of May 30, 2024 (this “Agreement”), by and among Alibaba Investment Limited, whose
legal address is c/o Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands (the “Seller”)
and Champion Kerry Inc. (a BVI investment vehicle managed by ACCF Capital Management Pte. Ltd), a company incorporated in the British
Virgin Islands, whose legal address is Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands (the “Purchaser”
together with the Seller, each a “Party” and collectively, the “Parties”). Capitalized terms not
otherwise defined shall have the meanings ascribed in Section 6.1 hereof.
WHEREAS, the Seller is the owner
of 26,469,422 Class A Ordinary Shares of the Company (the “Sale Shares”);
WHEREAS, the Seller has agreed
to sell to the Purchaser, and the Purchaser has agreed to purchase from the Seller, all of the Seller’s right, title and interest
in and pertaining to the Sale Shares at the Purchase Price, all upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration
of the premises and the covenants hereinafter contained, it is agreed as follows:
I. PURCHASE AND SALE
1.1
Purchase and Sale. Subject to the terms and conditions set forth in this Agreement, the Purchaser agrees to purchase from
the Seller, and the Seller agrees to sell, transfer and assign to the Purchaser, at the Closing (as defined below), the Sale Shares and
all of the Seller’s right, interest and title therein (including all dividends, distributions and other benefits attaching to the
Sale Shares) free and clear of all Liens, for the Purchase Price.
1.2
The Closing.
(a)
The closing of the purchase and sale of the Sale Shares and the other transactions contemplated hereby (the “Closing”)
shall take place on the same date on which all the conditions set forth under Sections 4.1 and 4.2 are satisfied or waived (other than
those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions
at the Closing) or such other date as may be agreed by all the Parties (the “Closing Date”).
(b)
At the Closing:
(i)
the Seller shall deliver, or cause to be delivered, to the Purchaser:
(A)
the original share certificate representing the Sale Shares;
(B)
a duly executed instrument of transfer from the Seller in respect of the Sale Shares in favor of the Purchaser in accordance with
the then-effective memorandum and articles of association of the Company;
(C)
a certified true copy of an extract of the updated Register of Members of the Company reflecting the Purchaser as the owner of
the Sale Shares, dated as of the Closing Date;
(D)
a resignation letter duly executed by Liu Yang (刘洋);
and
(E)
copies of the board resolutions of the Seller duly authorizing and approving this Agreement and the transactions contemplated hereby;
(ii)
the Purchaser shall deliver, or cause to be delivered, to the Seller:
(A)
a copy of an “MT-103” message issued by the remitting bank showing the wire transfer of immediately available funds
into the account set forth in Schedule A hereto (or another account designated by the Seller in writing at least three (3) Business Days
prior to the Closing) in the amount of the Purchase Price; and
(B)
copies of the board resolutions of the Purchaser duly authorizing and approving this Agreement and the transactions contemplated
hereunder.
(c) Unless otherwise agreed by the Seller and the Purchaser, all actions at the Closing are inter-dependent and will be deemed to take
place simultaneously and no delivery or payment will be deemed to have been made until all deliveries and payments under this Agreement
due to be made at the Closing have been made.
II.
PURCHASER’S REPRESENTATIONS AND WARRANTIES
The Purchaser makes the following
representations and warranties to the Seller as of the date hereof and the Closing Date:
2.1
Authority; Binding Effect. The Purchaser has the requisite corporate power and authority to execute and deliver this Agreement
and to perform its obligations hereunder. All corporate action on the part of the Purchaser necessary for the authorization, execution
and delivery of this Agreement and the performance of all of its obligations hereunder, including the purchase of the Sale Shares, have
been taken prior to the Closing. This Agreement has been duly and validly executed and delivered by the Purchaser and (assuming the due
execution and delivery thereof by the Seller) constitutes the legal, valid and binding obligation of the Purchaser, enforceable against
the Purchaser in accordance with its terms.
2.2
No Conflicts. Except as would not have a material impact on the Purchaser’s ability to consummate the transactions
contemplated by this Agreement and perform its obligations hereunder, the execution and delivery of this Agreement and the consummation
of the transactions contemplated herein and compliance by the Purchaser with its obligations hereunder do not and will not, whether with
or without the giving of notice or passage of time or both, (i) conflict with or constitute a breach of, or default under, require any
consent or other action by any Person under, give rise to any right of termination, cancellation or acceleration of any right or obligation
of any Person, or result in the creation or imposition of any tax, Lien (as defined below), limitation or restriction upon any property
or assets of the Purchaser pursuant to any contract, indenture, mortgage, deed of trust, loan or credit agreement, note, license, lease
or other agreement or instrument to which the Purchaser is a party or by which the Purchaser is bound, or to which any of the property
or assets of the Purchaser is subject, or (ii) result in any violation of the provisions of Organizational Documents of the Purchaser
or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government instrumentality
or court, domestic or foreign, having jurisdiction over the Purchaser or any of its properties.
2.3
No Consents. Except for any filing or notification required to be made with the SEC and by the SFC regarding the transactions
contemplated under this Agreement after the date hereof or after the consummation of such transactions, no filing with, or consent, approval,
authorization, order, registration, qualification or decree of, or any other action by or in respect of, any court or governmental authority
or agency, domestic or foreign, is necessary or required for the entry into of this Agreement by the Purchaser or the performance by the
Purchaser of its obligations hereunder or the purchase of the Sale Shares by the Purchaser and the consummation of the transactions contemplated
herein.
2.4
Purchase for Investment. The Purchaser is acquiring the Sale Shares for investment for its own account and not with a view
toward any resale or distribution thereof except in compliance with the Securities Act or state securities law (“Blue Sky Law”).
The Purchaser does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations
to any person with respect to the Sale Shares. The Purchaser hereby acknowledges that the Sale Shares have not been registered pursuant
to the Securities Act or Blue Sky Law and may not be transferred in the absence of such registration thereunder or an exemption therefrom,
unless in a transaction not subject to the Securities Act or Blue Sky Law. The Purchaser acknowledges that the Sale Shares are being transferred
hereby under an exemption or exemptions from the registration and qualification requirements of the Securities Act and Blue Sky Law which
impose certain restrictions on the Purchaser’s ability to transfer the Sale Shares and shall be deemed to have been acquired in
a transaction that (i) is not a distribution for purposes of Section 2(a)(11) of the Securities Act and (ii) does not involve any public
offering. The Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act, including without limitation the
applicable holding periods thereunder. The Purchaser understands that any resale or other transfer, or attempted resale or other transfer,
made other than in compliance with the above-stated restrictions shall not be recognized by the Company and such purported transaction
shall be null and void ab initio and shall vest no right in the purported transferee.
2.5
Purchaser Status. The Purchaser either (i) is an institutional “accredited investor” (as defined in Rule 501(a)
of Regulation D under the Securities Act) or (ii) is not a U.S. Person and is located outside of the United States, as such terms are
defined in Rule 902 of Regulation S under the Securities Act.
2.6
Diligence. The Purchaser acknowledges that (a) the Purchaser has had an opportunity to conduct due diligence directly with
the Company and as a result, currently may have, and later may come into possession of, information regarding the Company that is not
currently publicly disclosed or is not known to the Seller and that may be material to the Seller’s decision to enter into the transactions
contemplated herein to sell the Sale Shares owned by the Seller (the “Non-Public Information”), (b) the Seller is an
existing stockholder, lender, advisor and/or service provider of the Company and may have had an opportunity to conduct due diligence
directly with the Company and as a result, currently may have, and later may come into possession of, information regarding the Company
that is not currently publicly disclosed or is not known to the Purchaser and that may be material to the Purchaser’s decision to
enter into the transactions contemplated herein to purchase the Shares (the “Excluded Information”), (c) the Purchaser
has been offered an opportunity to conduct its own due diligence and to obtain information concerning the terms and conditions of the
Sale Shares necessary for it to evaluate the merits and risks of the Sale Shares, (d) the Purchaser has had access to the Company and
its officers and other key personnel, including the opportunity to request and obtain information, and ask questions and receive answers
from the Company and its officers, and has obtained all information from the Company or otherwise that it deems necessary or useful to
make an investment decision, (e) the Purchaser has determined to enter into the transactions contemplated herein to purchase the Sale
Shares owned by the Seller notwithstanding the Seller’s access to the Excluded Information and, if applicable, the Purchaser’s
decision not to access the Excluded Information, and (f) neither the Seller nor any of its advisors shall have liability to the Purchaser,
and the Purchaser hereby, to the extent permitted by Law, waives and releases any claims the Purchaser may have against the Seller or
any of its advisors, with respect to the nondisclosure of the Excluded Information. The Purchaser also agrees and acknowledges that at
the time of the execution of this Agreement and as at the Closing, (i) the Purchaser is aware that the Seller is a person connected (within
the meaning of the SFO) with the Company and is or may be in possession of inside information (as that term is defined in the SFO) by
virtue of it being a “substantial shareholder” (as defined in Parts XIII and XIV of the SFO) or otherwise; and (ii) the Seller
has not counselled or procured it to deal in the Sale Shares or derivatives.
2.7
Sophisticated Investor. The Purchaser has such knowledge and experience in financial and business matters to make an informed
decision with respect to the Purchaser’s purchase of the Sale Shares. The Purchaser is a sophisticated investor and has independently
evaluated the merits of its decision to purchase the Sale Shares pursuant to this Agreement. In connection with such purchase, the Purchaser
is not relying on the Seller or any of the Seller’s Affiliates or representatives in any respect in making its decision to make
such purchase except for such representations and warranties of the Seller made under Article III.
2.8
No General Solicitation. The Purchaser acknowledges that it was not introduced to the Seller either directly or indirectly
by means of a general solicitation or advertising relating to the sale of the Sale Shares.
2.9
Broker’s Fees. The Purchaser has no liability or obligation to pay any fees or commissions to any broker, finder or
agent with respect to the transactions contemplated herein for which the Seller (or its Affiliates) could become liable or obligated.
2.10
Sufficient Funds. Immediately prior to the Closing, the Purchaser will have sufficient immediately available and legitimate
funds to fulfill its obligations under Section 1.2(b)(ii)(A).
2.11
No other Representations or Warranties. Other than the representations and warranties contained in Article III, it has not
entered into this Agreement nor will it proceed to Closing in reliance of any representation or warranty of the Seller, express or implied
nor any communications by the Seller, and none of the Seller, its Affiliates, or any of their respective officers, directors, employees
or representatives make or have made any representation or warranty, express or implied, at law or in equity, with respect to the Company,
the Sale Shares, or the businesses, assets or liabilities of the Company, including as to (x) merchantability or fitness for any particular
use or purpose, (y) the operation of the Company’s business after the Closing or (z) the probable success or profitability of the
Company’s business after the Closing. None of the Seller, its Affiliates, or any of their respective officers, directors, employees
or representatives will have or be subject to any liability or indemnification obligation to the Purchaser resulting from any information
relating to the Company delivered by (or on behalf of) the Seller to the Purchaser, other than as set forth herein.
III.
SELLER’S REPRESENTATIONS AND WARRANTIES
The Seller makes the following
representations and warranties to the Purchaser as of the date hereof and the Closing Date:
3.1
Authority; Binding Effect. The Seller has the requisite corporate power and authority to execute and deliver this Agreement
and to perform its obligations hereunder. All corporate action on the part of the Seller necessary for the authorization, execution and
delivery of this Agreement and the performance of all of its obligations hereunder, including the sale of the Sale Shares, have been taken
prior to the Closing. This Agreement has been duly and validly executed and delivered by the Seller and (assuming the due execution and
delivery thereof by the Purchaser) constitutes the legal, valid and binding obligations of the Seller, enforceable against the Seller
in accordance with its terms.
3.2
Ownership and Transfer. The Seller is the sole record and beneficial owner of the Sale Shares, free and clear of any mortgage,
lien, pledge, charge, security interest, restriction on the right to vote, sell or otherwise dispose of the Sale Shares or other encumbrance
(collectively, “Liens”), and will transfer and deliver to the Purchaser at the Closing valid, good and marketable title
to the Sale Shares free and clear of any Lien.
3.3
No Conflicts. Except as would not have a material impact on the Seller’s ability to consummate the transactions contemplated
by this Agreement and perform its obligations hereunder, the execution and delivery of this Agreement and the sale and delivery of the
Sale Shares by the Seller and the consummation of the transactions contemplated herein and compliance by the Seller with its obligations
hereunder do not and will not, whether with or without the giving of notice or passage of time or both, (i) conflict with or constitute
a breach of, or default under, require any consent or other action by any Person under, give rise to any right of termination, cancellation
or acceleration of any right or obligation of any Person, or result in the creation or imposition of any tax, Lien, limitation or restriction
upon the Sale Shares or any property or assets of the Seller, pursuant to any contract, indenture, mortgage, deed of trust, loan or credit
agreement, note, license, lease or other agreement or instrument to which the Seller is a party or by which the Seller is bound, or to
which any of the property or assets of the Seller is subject, or (ii) result in any violation of the provisions of Organizational Documents
of the Seller or any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government
instrumentality or court, domestic or foreign, having jurisdiction over the Seller or any of its properties.
3.4
Non-Public Information. The Seller acknowledges that (a) the Purchaser has had an opportunity to conduct due diligence directly
with the Company and as a result, currently may have, and later may come into possession of, Non-Public Information, (b) the Seller has
determined to enter into the transactions contemplated herein to sell the Shares owned by the Seller notwithstanding the Purchaser’s
access to the Non-Public Information and, if applicable, the Seller’s decision not to access the Non-Public Information, and (c)
neither the Purchaser nor any of its advisors shall have liability to the Seller, and the Seller hereby, to the extent permitted by Law,
waives and releases any claims it may have against the Purchaser or any of its advisors, with respect to the Purchaser’s nondisclosure
of the Non-Public Information.
3.5
No Consents. Except for any filing or notification required to be made with the SEC regarding the transactions contemplated
under this Agreement after the date hereof or after the consummation of such transactions, no filing with, or consent, approval, authorization,
order, registration, qualification or decree of, or any other action by or in respect of, any court or governmental authority or agency,
domestic or foreign, is necessary or required for the entry into of this Agreement by the Seller or the performance by the Seller of its
obligations hereunder or the sale and delivery of the Sale Shares by the Seller and the consummation of the transactions contemplated
herein.
3.6
No Direct Selling Efforts. Neither Seller, nor any of its Affiliates, nor any person acting on its or their behalf, has
engaged in any form of general solicitation or direct selling efforts as that term is defined in Rule 902 of Regulation S under the Securities
Act in connection with the offer or sale of the Sale Shares.
3.7
Broker’s Fees. The Seller has no liability or obligation to pay any fees or commissions to any broker, finder or agent
with respect to the transactions contemplated herein for which the Purchaser (or its Affiliates) could become liable or obligated.
3.8
Exempt Offering. Assuming the accuracy of the Purchaser’s representations and warranties made under Article II, the
offer and sale of the applicable Sale Shares under this Agreement are or will be exempt from the registration requirements and prospectus
delivery requirements of the Securities Act, and from the registration or qualification requirements of any other applicable securities
Laws and regulations.
3.9
No other Representations or Warranties. Other than the representations and warranties contained in Article II, it has not
entered into this Agreement nor will it proceed to Closing in reliance of any representation or warranty of the Purchaser, express or
implied nor any communications by the Purchaser, and none of the Purchaser, its Affiliates, or any of their respective officers, directors,
employees or representatives make or have made any other representation or warranty, express or implied, at law or in equity to the Seller.
None of the Purchaser, its Affiliates, or any of their respective officers, directors, employees or representatives will have or be subject
to any liability or indemnification obligation to the Seller resulting from any information relating to the Company delivered by (or on
behalf of) the Purchaser to the Seller, other than as set forth herein.
IV.
CONDITIONS PRECEDENT
4.1
The obligations of the Seller to consummate the Closing and under Section 1.2(b)(i) hereof are subject to the following conditions:
(a)
All of the representations and warranties of the Purchaser contained in Article II shall be true and correct in all respects on
and as of the date hereof and on the Closing Date.
(b)
The Purchaser has performed all of its obligations contained in this Agreement (to be performed prior to the Closing) in all material
respects.
(c)
No provision of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government
instrumentality or court, domestic or foreign, shall prohibit the consummation of the Closing.
4.2
The obligations of the Purchaser to consummate the Closing and under Section 1.2(b)(ii) hereof are subject to the following conditions:
(a)
All of the representations and warranties of the Seller contained in Article III shall be true and correct in all respects on and
as of the date hereof and on the Closing Date.
(b)
The Seller has performed all of its obligations contained in this Agreement (to be performed prior to the Closing) in all material
respects.
(c)
No provision of any applicable treaty, law, statute, rule, regulation, judgment, order, writ or decree of any government, government
instrumentality or court, domestic or foreign, shall prohibit the consummation of the Closing.
V.
COVENANTS
5.1
Notification. Each Party to this Agreement will notify the other Party as soon as reasonably practicable (but in any event
prior to the Closing Date) in the event it comes to such Party’s attention that any of such Party’s representations or warranties
set out in this Agreement has ceased to be true and accurate in any material respect or there has been any breach by such Party of any
of its agreements contained in this Agreement or any failure by such Party to comply with any of its obligations contained in this Agreement.
5.2
Confidentiality and Publicity.
(a)
Each Party agrees to, and shall cause its agents, representatives, Affiliates, employees, officers and directors to: (i) treat
and hold as confidential (and not disclose or provide access to any Person to) all confidential information with respect to the other
Party, or relating to the transactions contemplated hereby, other than to their respective representatives, Affiliates, employees, officers
and directors who need to know such confidential information, provided that (A) each Party is permitted to disclose information
that is required to be disclosed by applicable law, any government or applicable securities exchange, as applicable, or any amendments
thereto and (B) each Party is permitted to disclose, or cause to be disclosed, information related to the transactions contemplated under
this Agreement (including a copy of this Agreement) to the Company, the Company’s directors, officers and advisors, (together with
the disclosure as referred to in clauses (A), the “Permitted Disclosure”), (ii) in the event that any Party or any
agent, representative, Affiliate, employee, officer or director of such Party becomes legally compelled to disclose any such information
(except for the Permitted Disclosure), provide the other Party with prompt written notice of such requirement so that the other Party
may, at its sole cost and expense, seek a protective order or other remedy or waive compliance with this Section 5.2(a), (iii) in the
event that such protective order or other remedy is not obtained, or the other Party waives compliance with this Section 5.2(a), furnish
only that portion of such confidential information which is legally required to be provided and exercise its reasonable endeavors to obtain
assurances that confidential treatment will be accorded such information and (iv) prior to making a Permitted Disclosure, the disclosing
Party shall in good faith consult and coordinate with the other Party with respect to the timing and content of such disclosure;
provided, however, that this Section 5.2(a) shall not apply to any information that, at the time of disclosure, is in the
public domain and was not disclosed in breach of this Agreement by such Party or any of its agents, representatives, Affiliates, employees,
officers or directors.
(b)
No Party shall make, or cause to be made, any press release or public announcement in respect of this Agreement or the transactions
contemplated hereby or otherwise communicate with any news media without the prior written consent of the other Party, unless otherwise
required by law, any government or applicable securities exchange.
VI.
MISCELLANEOUS
6.1
Certain Definitions. For purposes of this Agreement, the following terms shall have the meanings specified in this Section
6.1:
“Affiliate”
means, with respect to a person, any other person that, directly or indirectly, Controls, is Controlled by or is under common Control
with such person.
“Business Day”
means any day except any Saturday, any Sunday, any day that is a federal legal holiday in the United States or any day on which banking
institutions in the State of New York, the State of California, the People’s Republic of China, Hong Kong, the Cayman Islands or
the British Virgins Islands are authorized or required by law or other governmental action to close.
“Class A Ordinary Shares”
means class A ordinary shares, par value of US$0.0001 per share, of the Company.
“Company”
means Baozun Inc., a Cayman Islands exempted company.
“Control”
of a given person means the power or authority, whether exercised or not, to direct the business, management and policies of such person,
directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.
“Organizational Documents”
means, with respect to any person, the memorandum of association, articles of association, articles of incorporation, certificate of incorporation,
bylaws and any charter, partnership agreements, joint venture agreements or other organizational documents of such entity and any amendments
thereto.
“Per Share Consideration”
means US$0.9143 per Class A Ordinary Share (equivalent of US$2.7429 per ADS of the Company).
“Purchase Price”
means US$21,780,893, which is the aggregate amount equal to the Per Share Consideration (US$0.9143) multiplied by the number of
the Sale Shares (26,469,422) multiplied by 90%.
“Securities Act”
means the Securities Act of 1933, as amended.
“SEC” means
U.S. Securities and Exchange Commission.
“SFC” means
the Securities and Futures Commission of Hong Kong.
“SFO” means
the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).
6.2
Termination. This Agreement may be terminated prior to the Closing (a) by mutual written consent of the Seller and the Purchaser,
or (b) by the Seller or by the Purchaser if the Closing shall not have occurred within one (1) month from the date hereof; provided,
that a Party shall not have the right to terminate this Agreement pursuant to this Section 6.2(b) if such Party is then in breach of this
Agreement. Upon the termination of this Agreement pursuant to this Section 6.2, all further obligations of the Parties hereto under this
Agreement (other than Sections 5.2, 6.1, 6.5, 6.6, 6.8 to 6.10, 6.12, 6.14, which shall survive the termination of this Agreement) shall
terminate without liability of any Party to the other Party hereto, except that no such termination shall relieve any Party hereto from
liability for any fraud or breach of this Agreement that occurred prior to such termination.
6.3
Further Assurances. The Parties agree to execute and deliver such other documents or agreements and to take such other action
as may be necessary or desirable for the implementation of this Agreement and the consummation of the transactions contemplated hereby.
6.4
Complete Agreement; Amendments; Waivers. This Agreement constitutes the complete agreement between the Parties with respect
to the subject matter hereof, supersedes any previous agreement or understanding between them relating hereto and may not be modified,
altered or amended except as provided herein. This Agreement can be amended, supplemented or changed only by written instrument making
specific reference to this Agreement signed by both of the Seller and the Purchaser, or with respect to any provision hereof can be waived,
only by written instrument making specific reference to this Agreement signed by the Party against whom enforcement of any such waiver
is sought. The waiver by any Party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further
or continuing waiver of such breach or as a waiver of any other or subsequent breach. No failure on the part of any Party to exercise,
and no delay in exercising, any right, power or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise
of such right, power or remedy by such Party preclude any other or further exercise thereof or the exercise of any other right, power
or remedy. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law.
6.5
Tax; Expenses. Each Party shall bear its own tax in connection with the transaction contemplated herein and costs and expenses
incurred in connection with the negotiation and execution of this Agreement and each other document and instrument contemplated by this
Agreement and the consummation of the transactions contemplated hereby and thereby.
6.6
Severability. If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any
rule of law or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect
so long as the economic and legal substance of the transactions contemplated hereby is not affected in any manner materially adverse to
any Party. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall
negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually
acceptable manner in order that the transactions be consummated as originally contemplated to the fullest extent possible.
6.7
Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective
heirs, successors and permitted assigns. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights
in any person or entity not a Party to this Agreement. No assignment of this Agreement or of any rights or obligations hereunder may be
made by any Party hereto (by operation of law or otherwise) without the prior written consent of the other Party and any attempted assignment
without the required consent shall be void.
6.8
Governing Law. This Agreement shall be interpreted, construed and governed by and in accordance with the laws of the Republic
of Singapore without regard to the conflicts of law principles thereof.
6.9
Dispute Resolution.
(a)
Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination,
shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre (“SIAC”)
in accordance with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time
being in force, which rules are deemed to be incorporated by reference in this provision. The seat of the arbitration shall be Singapore.
The Tribunal shall consist of three arbitrators. The language of the arbitration shall be English.
(b)
Notwithstanding the foregoing, the Parties hereby consent to and agree that in addition to any recourse to arbitration as set out
in Section 6.9(a), any Party may, to the extent permitted under the SIAC Rules, seek an interim injunction or other form of relief from
the SIAC as provided for in the SIAC Rules. Such application shall also be governed by, and construed in accordance with, the Laws of
the Republic of Singapore.
(c)
The Parties hereto agree that the obligations imposed on them in this Agreement are special, unique and of an extraordinary character
and irreparable damage would occur if any of the provisions of this Agreement were not performed in accordance with their specific terms
or were otherwise breached. Accordingly, each Party to this Agreement (i) shall be entitled to an injunction or injunctions, specific
performance and other equitable relief to prevent breaches or threatened breaches of this Agreement and to enforce specifically the terms
and provisions of this Agreement in the forum described in this Section 6.9, without proof of damages or otherwise, this being in addition
to any other remedy at law or in equity, and (ii) hereby waives any requirement for the posting of any bond or similar collateral in connection
therewith. Each Party hereto agrees that it will not oppose the granting of an injunction, specific performance and other equitable relief
on the basis that (x) any other Party has an adequate remedy at law or (y) an award of specific performance is not an appropriate remedy
for any reason at law or equity.
6.10
Notices. All notices and other communications under this Agreement shall be in writing and shall be deemed given when delivered
personally or by international courier to the Parties at the following addresses (or to such other address as a Party may have specified
by notice given to the other Party pursuant to this provision):
If to the Seller, to:
c/o Alibaba Group Services Limited
26th Floor, Tower One
Times Square, 1 Matheson Street
Causeway Bay, Hong Kong S.A.R.
Attention: General Counsel
Email: legalnotice@list.alibaba-inc.com
With a copy to (which shall not constitute
notice):
Kirkland & Ellis International LLP
c/o 26th Floor, Gloucester Tower
The Landmark
15 Queen’s Road Central
Hong Kong
Attention: Peng Yu
E-mail: peng.yu@kirkland.com
If to the Purchaser, to:
c/o ACCF CAPITAL MANAGEMENT PTE.LTD
Room 2905, Jingan Kerry Center, No. 1515
West Nanjing Road, Jingan
District, Shanghai, PRC
Attention: Krystal Wei
E-mail: Krystal.wei@accfcapital.com
6.11
Survival. All of the representations and warranties made by each Party in this Agreement shall survive the Closing for three
(3) year.
6.12
Adjustment for Share Combination, etc. In the event of any subdivision, combination or share or extraordinary dividend of
or on the Sale Shares, with an effective or record date from the date hereof until the Closing, the Parties shall negotiate in good faith
an amendment to this Agreement to amend the references to a specific number of Sale Shares and Per Share Consideration to reflect the
effect of such subdivision, combination or dividend.
6.13
Section and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and
shall not affect the meaning or interpretation of this Agreement.
6.14
Counterparts. This Agreement may be executed and delivered (including by facsimile transmission) in one or more counterparts,
all of which when executed and delivered shall be considered one and the same agreement.
[signature page follows]
Schedule A Seller’s Bank Account
Beneficiary Bank Name: The Hongkong and Shanghai Banking Corporation
Limited
Beneficiary Bank SWIFT: HSBCHKHHHKH
Beneficiary: Alibaba Investment Limited
Beneficiary Account Number: 808410625274
IN WITNESS WHEREOF, each of
the Parties has executed this Agreement as of the day and year first above written.
| |
Alibaba Investment Limited |
| |
|
| |
By: |
/s/ Lei Jin |
| |
Name: |
Lei Jin |
| |
Title: |
Director |
[Signature Page to Share
Purchase Agreement]
IN WITNESS WHEREOF, each of
the Parties has executed this Agreement as of the day and year first above written.
| |
Champion Kerry Inc. |
| |
|
| |
By: |
/s/ Jun WANG |
| |
Name: |
Jun WANG |
| |
Title: |
Director |
[Signature Page to Share
Purchase Agreement]
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