[2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* ¨ x (a) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION NUMBER OF 5 American Depositary Shares (“ADSs”)) SOLE VOTING POWER 6 SHARED VOTING POWER 7 ADSs) SOLE DISPOSITIVE POWER 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,881,096]
[2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* ¨ x (a) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION NUMBER OF 5 American Depositary Shares (“ADSs”)) SOLE VOTING POWER 6 SHARED VOTING POWER 7 ADSs) SOLE DISPOSITIVE POWER 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,881,096]
[SCHEDULE 13D CUSIP No. 89977P106 Page 2 of 13 1. Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only) Sequoia Capital 2010 CV Holdco, Ltd. IRS Identification No. 98-0660286 2. Check the appropriate box if a member of a group (see instructions) ¨ ¨ (a) 3. SEC use only 4. Source of funds (see instructions) OO 5.]
[SCHEDULE 13D CUSIP No. 89977P106 Page 2 of 13 1. Names of reporting persons. I.R.S. Identification Nos. of above persons (entities only) Sequoia Capital 2010 CV Holdco, Ltd. IRS Identification No. 98-0660286 2. Check the appropriate box if a member of a group (see instructions) ¨ ¨ (a) 3. SEC use only 4. Source of funds (see instructions) OO 5.]
[JOINT FILING AGREEMENT 1 Dated: January 4, 2015 Haifeng Yan Verne Capital Limited Haifeng Yan Director 2 EX-99.A 2 a15-1287_2ex99da.htm EX-99.A] [SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this (1) Company (2) Party, Parties The Purchasers and the Company are sometimes each referred to herein as a W I T N E S S E T H WHEREAS Ordinary Shares Securities Act NOW, THEREFORE ARTICLE I PURCHASE AND SALE Section 1.1 Issuance, Sale and Purchase of Ordinary Shares Schedule I] [Confidential Information Redacted * LOAN AGREEMENT Agreement This Loan Agreement (this 麒裕有限公司 Lender Borrower RECITALS Borrower wishes to obtain that certain loan from Lender, and Lender desires to extend such loan to Borrower with security provided by Borrower for payment and discharge of such loan. This Agreement sets forth the terms and conditions on which Lender will advance the] [Dated 30 December 2014 (1) VERNE CAPITAL LIMITED and (2) UNICORN RICHES LIMITED SHARE MORTGAGE CONTENTS 1. Definitions and Interpretations 1 2. Covenant to Pay and Mortgage of Shares 4 3. Representations 4 4. Covenants Concerning the Shares 5] []
[JOINT FILING AGREEMENT 1 Dated: January 4, 2015 Haifeng Yan Verne Capital Limited Haifeng Yan Director 2 EX-99.A 2 a15-1287_2ex99da.htm EX-99.A] [SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this (1) Company (2) Party, Parties The Purchasers and the Company are sometimes each referred to herein as a W I T N E S S E T H WHEREAS Ordinary Shares Securities Act NOW, THEREFORE ARTICLE I PURCHASE AND SALE Section 1.1 Issuance, Sale and Purchase of Ordinary Shares Schedule I] [Confidential Information Redacted * LOAN AGREEMENT Agreement This Loan Agreement (this 麒裕有限公司 Lender Borrower RECITALS Borrower wishes to obtain that certain loan from Lender, and Lender desires to extend such loan to Borrower with security provided by Borrower for payment and discharge of such loan. This Agreement sets forth the terms and conditions on which Lender will advance the] [Dated 30 December 2014 (1) VERNE CAPITAL LIMITED and (2) UNICORN RICHES LIMITED SHARE MORTGAGE CONTENTS 1. Definitions and Interpretations 1 2. Covenant to Pay and Mortgage of Shares 4 3. Representations 4 4. Covenants Concerning the Shares 5] []
[CUSIP No. 89977P106 Page 1 of 2 Pages JOINT FILING AGREEMENT CUSIP No. 89977P106 Page 2 of 2 Pages Dated: January 4, 2015 Dunde Yu Dragon Rabbit Capital Limited] [SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this (1) Company (2) Party, Parties The Purchasers and the Company are sometimes each referred to herein as a W I T N E S S E T H WHEREAS Ordinary Shares Securities Act NOW, THEREFORE ARTICLE I PURCHASE AND SALE Section 1.1 Issuance, Sale and Purchase of Ordinary Shares Schedule I] [Confidential Information Redacted * LOAN AGREEMENT Agreement This Loan Agreement (this 麒裕有限公司 Lender Borrower RECITALS Borrower wishes to obtain that certain loan from Lender, and Lender desires to extend such loan to Borrower with security provided by Borrower for payment and discharge of such loan. This Agreement sets forth the terms and conditions on which Lender will advance the] [Dated 30 December 2014 (1) DRAGON RABBIT CAPITAL LIMITED and (2) UNICORN RICHES LIMITED SHARE MORTGAGE CONTENTS 1. Definitions and Interpretations 1 2. Covenant to Pay and Mortgage of Shares 4 3. Representations 4 4.] []
[CUSIP No. 89977P106 Page 1 of 2 Pages JOINT FILING AGREEMENT CUSIP No. 89977P106 Page 2 of 2 Pages Dated: January 4, 2015 Dunde Yu Dragon Rabbit Capital Limited] [SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this (1) Company (2) Party, Parties The Purchasers and the Company are sometimes each referred to herein as a W I T N E S S E T H WHEREAS Ordinary Shares Securities Act NOW, THEREFORE ARTICLE I PURCHASE AND SALE Section 1.1 Issuance, Sale and Purchase of Ordinary Shares Schedule I] [Confidential Information Redacted * LOAN AGREEMENT Agreement This Loan Agreement (this 麒裕有限公司 Lender Borrower RECITALS Borrower wishes to obtain that certain loan from Lender, and Lender desires to extend such loan to Borrower with security provided by Borrower for payment and discharge of such loan. This Agreement sets forth the terms and conditions on which Lender will advance the] [Dated 30 December 2014 (1) DRAGON RABBIT CAPITAL LIMITED and (2) UNICORN RICHES LIMITED SHARE MORTGAGE CONTENTS 1. Definitions and Interpretations 1 2. Covenant to Pay and Mortgage of Shares 4 3. Representations 4 4.] []
[CUSIP No. G9124W104 Page 14 of 15 Pages JOINT FILING AGREEMENT CUSIP No. G9124W104 Page 15 of 15 Pages Dated: January JD.com, Inc. Richard Qiangdong Liu Chairman of the Board and Chief Executive Officer] [Execution Version SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this (1) Company (2) Party, Parties The Purchasers and the Company are sometimes each referred to herein as a W I T N E S S E T H Ordinary Shares Securities Act WHEREAS, the Company desires to issue and sell to the Purchasers, and each of the Purchaser, severally] [December JD.com E-Commerce (Investment) Hong Kong Corporation Limited 10 th No. 8 Beichen West Street, Chaoyang District Beijing 100101, China Attn: Chief Financial Officer Unicorn Riches Limited c/o Hony Capital Limited Suite 2701, One Exchange Square Central, Hong Kong To whom it may concern: Agreement Company Reference is hereby made to the Subscription Agreement (the The Company hereby agrees] [CUSIP No. G9124W104]
[CUSIP No. G9124W104 Page 14 of 15 Pages JOINT FILING AGREEMENT CUSIP No. G9124W104 Page 15 of 15 Pages Dated: January JD.com, Inc. Richard Qiangdong Liu Chairman of the Board and Chief Executive Officer] [Execution Version SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this (1) Company (2) Party, Parties The Purchasers and the Company are sometimes each referred to herein as a W I T N E S S E T H Ordinary Shares Securities Act WHEREAS, the Company desires to issue and sell to the Purchasers, and each of the Purchaser, severally] [December JD.com E-Commerce (Investment) Hong Kong Corporation Limited 10 th No. 8 Beichen West Street, Chaoyang District Beijing 100101, China Attn: Chief Financial Officer Unicorn Riches Limited c/o Hony Capital Limited Suite 2701, One Exchange Square Central, Hong Kong To whom it may concern: Agreement Company Reference is hereby made to the Subscription Agreement (the The Company hereby agrees] [CUSIP No. G9124W104]
