EX-4.49 26 d416083dex449.htm EX-4.49

Exhibit 4.49

On March 11, 2022, the Registrant, through a subsidiary, entered into a separate Minority Vendor Agreement (this “Agreement”) in Chinese with each of the 153 minority shareholders of Ningbo Meishan Baoshui Area Deppon Investment Holding Company Limited (the “Target Company”; the minority shareholders of the Target Company collectively hereinafter referred to as the “Minority Vendors” and each a “Minority Vendor”). Except for the personal information of each Minority Vendors, the number and the corresponding considerations of the target shares, the main context of the Minority Vendor Agreement executed by each of them is consistent. Set forth below is an English summary of the template of this Agreement.

1. | Parties to the Minority Vendor Agreement

This Minority Vendor Agreement is made and entered into by and between a Minority Vendor and Suqian Jingdong Zhuofeng Enterprise Management Co., Ltd., a limited liability company incorporated under the laws of the PRC (the “Transferee” or the “Investor”) on March 11, 2022.

The parties to this Agreement are hereinafter referred to individually as a “Party” and collectively as the “Parties”.

For the purpose of this Agreement,

| (i) | “First Instalment” means the first instalment under the Founding Vendors Agreement;

| (ii) | “First Instalment Conditions” means all the conditions precedent to the closing relevant to the First Instalment under the Founding Vendors Agreement;

| (iii) | “Founder” means Cui Weixing, a natural person of Chinese nationality;

| (iv) | “Founding Vendors” means Cui Weixing and Xue Xia;

| (v) | “Founding Vendors Agreement” means a Founding Vendors Agreement in Chinese entered into by and among the Founding Vendors and the Investor on the date hereof.

2. | The Minority Vendor agrees to transfer ______ shares of the Target Company (the “Minority Vendor Target Shares”, and such transaction hereinafter referred to as the “Minority Vendor Transaction”) at the price of RMB _______ (the “Consideration”).

3. | The Minority Vendor has made customary representations and warranties and has confirmed that the representations and warranties true, accurate, not misleading and containing no omission of any material facts on the date of this Agreement and on the Closing Date (as defined below) of the Minority Vendor Transaction, and the Investor can rely on the representations and warranties the Minority Vendor made.

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4. | The Minority Vendor Target Shares shall be deemed to have transferred to the Transferee on the Closing Date. Thereby, the Transferee shall, from the Closing Date, enjoy all the rights and interests as the shareholder of the Target Company and assume the corresponding obligations. For the avoidance of doubt, after the execution of this Agreement, the Minority Vendor shall not claim any payment or distribution in respect of the undistributed profits from the Target Company. The Minority Vendor confirms that it has no claim of any kind to the Target Company (or the subsidiaries the Target Company controls) and there is no dispute between the Minority Vendor and the Target Company (or the subsidiaries the Target Company controls). The Minority Vendor hereby consents to the Acquisition (as defined in the Founding Vendors Agreement) and waives its right of first refusal, veto right or other similar rights (if any), to any transfer of shares by any other shareholders of the Target Company to the Transferee.

5. | The Minority Vendor shall complete the relevant registrations and procedures relating to the Minority Vendor Transaction at Guangzhou Equity Exchange within 10 business days (or any later date required by the Transferee) after the Minority Vendor Transaction and the transactions contemplated by the Founding Vendors Agreement have been approved by the relevant PRC authorities in relation to antitrust review. The Transferee shall provide reasonable and necessary cooperation to the registrations and procedures in relation to the transfer of the Minority Vendor Target Shares.

6. | The Transferee shall pay the Consideration to the bank account designated by the Minority Vendor after deducting the Tax Payable the Transferee withheld for it in accordance with Section 9 hereof within 10 business days after the satisfaction, or waiver of all of the following conditions (the date on which the Transferee make fully payment of the Consideration in accordance with Section 6 hereof hereinafter referred to as the “Closing Date”):

(1) | on the Closing Date, this Agreement has been duly signed by the Minority Vendor and the Transferee and shall remain fully effective, and the representations and warranties made by the Minority Vendor remain true, accurate, not misleading, and containing no omission of any material facts. The Minority Vendor has fulfilled its respective obligations under this Agreement;

(2) | all the First Instalment Conditions set forth in the Founding Vendors Agreement have been satisfied;

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(3) | the Minority Vendor has completed the relevant registrations and procedures relating to the transfers of the Minority Vendor Target Shares with Guangzhou Equity Exchange, such that the shareholders of the Target Company shall have transferred an aggregate of more than 51% equity interest in the Target Company and such transfers have been reflected in the register of shareholders of the Target Company;

(4) | the Minority Vendor (if a natural person) has provided his/her information on income tax in relation to the Minority Vendor Transaction to the Transferee.

7. | In the event of any dispute, controversy, contradiction or claim arising out of or in connection with this Agreement, including the existence, validity, interpretation, performance, breach or termination hereof or any dispute regarding non-contractual obligations arising out of or in connection with this Agreement (the “Dispute”), the Parties concerned shall attempt in the first instance to resolve such Dispute through amicable negotiation. Should the negotiation fail, either Party shall have the right to submit such Dispute to Shanghai Arbitration Commission (the “Shanghai Arbitration Commission”) for arbitration in accordance with the arbitration rules in force at the time of applying for arbitration. The arbitration tribunal shall consist of 3 arbitrators appointed in accordance with arbitration rules. The claimant shall appoint 1 arbitrator, and the respondent shall appoint 1 arbitrator. The third arbitrator shall be appointed by the above two arbitrators through consultation or by Shanghai Arbitration Commission.The language of arbitration shall be Chinese. The arbitration shall take place in Shanghai. The arbitration award shall be final and binding on the Parties, and the Parties agree to be bound thereby and to act accordingly. The costs of arbitration and enforcement of the arbitration award (including witness fees and reasonable attorney fees) shall be borne by the losing party, unless otherwise agreed in the arbitration award. When a dispute occurs and such dispute has been submitted to arbitration, the Parties shall continue to exercise and perform its remaining rights and obligations under this Agreement except for the matters in dispute.

8. | This Agreement constitutes the entire agreement between the Parties on the matters described in this Agreement and supersedes all prior oral or written discussions, understandings or agreements among the Parties with respect to such matters (if any). Without the prior written consent of the Transferee, the Minority Vendor shall never transfer any of its rights or obligations under this Agreement. The Transferee may transfer any of its rights or obligations under this Agreement to Suqian Jingdong Yueguan Enterprise Management Co., Ltd. or any of its affiliates as approved by the Founder upon giving a 10-business-day prior written notice to the Minority Vendor. The Minority Vendor shall cooperate with such transfer.

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9. | Unless otherwise agreed herein, the Parties shall bear its own taxes incurred by the performance and completion of the transactions described in this Agreement. The Minority Vendor shall promptly pay any and all applicable income tax and other taxes payable on the Consideration as required by applicable laws and relevant competent tax authority (“Taxes Payable”). If the Minority Vendor is a natural person, the Transferee shall have the right to withhold all or part of the Taxes Payable on behalf of the Minority Vendor, and the Minority Vendor shall take all necessary actions and execute all necessary documents to provide cooperation; if the Transferee performs the withholding obligation, the Transferee shall have the right to withhold and pay the relevant Taxes Payable with respect to the Consideration and shall only pay the Consideration after the deduction of Taxes Payable; if the Transferee is unable to withhold any Taxes Payable for the Minority Vendor due to reasons not attributable to the Transferee, the Transferee shall have no obligation to make any payment (including but not limited to the Consideration) to the Minority Vendor under this Agreement before the Minority Vendor provides the Transferee with the tax payment receipt evidencing the payment of all due taxes, even if the conditions under Section 6 have been satisfied. After the Minority Vendor provides the Transferee with the tax payment receipt evidencing the payment of the Taxes Payable, the Transferee shall pay the relevant amount to the Minority Vendor within 10 business days after the satisfaction of all the conditions set forth in Section 6 hereof.

10. | If either Party (the “Breaching Party”) is in breach of this Agreement, the Breaching Party shall indemnify and hold harmless the other Party (the “Non-breaching Party”), in which case, the Breaching Party shall indemnify the Non-breaching Party for any loss, damage, liability, cost or expense incurred as a result of such breach, including but not limited to any reasonable litigation/arbitration costs and attorney’s fees.

11. | This Agreement shall come into effect on the execution date of this Agreement and shall be terminated on the termination date of the Founding Vendors Agreement. For the avoidance of doubt, if the closing of the First Instalment fails to occur within 9 months after the execution of the Founding Vendors Agreement (or a longer period as the Founder and the Investor may otherwise agree in writing) (including but not limited to that the closing of the First Instalment fails to take place because the percentage of shares aggregately transferred to the Transferee did not exceed 51%), the Transferee shall be entitled to terminate this Agreement. After the termination of this Agreement, the Parties shall restore the status of the Parties to the status when this Agreement is executed (including the refund of the price received under this Agreement to the Transferee, the completion of the relevant registrations and procedures relating to the return of the transferred Shares to the Minority Vendor with Guangzhou Equity Exchange, etc.) based on the principles of fairness, reasonableness, honesty and credibility.

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The Share Transfer Information of the Minority Vendors

No. |  | Name of the Minority Vendors |  | Number of Shares |  |  | Consideration (RMB) |  |  | Note
1. |  | Zhuhai Chenying Equity Investment Partnership (Limited Partnership) |  |  | 3,086,072 |  |  |  | 295,113,810.68 |  |  | /
2. |  | Ningbo Debang Growth Investment Partnership (Limited Partnership) |  |  | 2,575,622 |  |  |  | 246,300,677.14 |  |  | /
3. |  | Li Yunman |  |  | 2,535,596 |  |  |  | 242,473,084.85 |  |  | /
4. |  | Ding Shaohong |  |  | 2,386,115 |  |  |  | 228,178,568.22 |  |  | /
5. |  | Ningbo Debang Growth Phase II Investment Partnership (Limited Partnership) |  |  | 2,331,718 |  |  |  | 222,976,710.98 |  |  | /
6. |  | Zhu Yu |  |  | 1,497,837 |  |  |  | 143,234,631.22 |  |  | /
7. |  | Ningbo Debang Growth Phase III Investment Partnership (Limited Partnership) |  |  | 1,106,049 |  |  |  | 105,768,865.79 |  |  | /
8. |  | Zhuhai Xuanying Equity Investment Partnership (Limited Partnership |  |  | 1,016,420 |  |  |  | 97,197,855.22 |  |  | /
9. |  | Ren Guifang |  |  | 1,003,230 |  |  |  | 95,936,526.53 |  |  | /
10. |  | Jiang Haiping |  |  | 995,634 |  |  |  | 95,210,138.90 |  |  | /
11. |  | Li Zhongmin |  |  | 960,000 |  |  |  | 91,802,543.25 |  |  | /
12. |  | Meng Qingxin |  |  | 923,400 |  |  |  | 88,302,571.29 |  |  | /
13. |  | Chen Weijie |  |  | 872,440 |  |  |  | 83,429,386.29 |  |  | /
14. |  | Zhong Wenyi |  |  | 848,015 |  |  |  | 81,093,680.95 |  |  | /
15. |  | Liu Yanlan |  |  | 843,075 |  |  |  | 80,621,280.37 |  |  | /
16. |  | Li Yong |  |  | 840,077 |  |  |  | 80,334,588.67 |  |  | There is one additional condition precedent to the closing in relation to Li Yong’s transfer of shares, which is that he has resigned from his position as director, supervisor, or senior management of the Target Company and the Listed Company for no less than 6 months and there has been no selling restrictions in relation to the target shares held by him.

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No. |  | Name of the Minority Vendors |  | Number of Shares |  |  | Consideration (RMB) |  |  | Note
17. |  | Yang Chongjun |  |  | 827,604 |  |  |  | 79,141,825.01 |  |  | /
18. |  | Zhou Qiulan |  |  | 801,164 |  |  |  | 76,613,429.96 |  |  | /
19. |  | Lu Weiqing |  |  | 799,403 |  |  |  | 76,445,029.67 |  |  | /
20. |  | Mao Dabing |  |  | 720,000 |  |  |  | 68,851,907.44 |  |  | /
21. |  | Niu Huizhen |  |  | 710,778 |  |  |  | 67,970,029.26 |  |  | /
22. |  | Shi Wen |  |  | 690,077 |  |  |  | 65,990,441.29 |  |  | /
23. |  | Yu Xilai |  |  | 683,605 |  |  |  | 65,371,539.15 |  |  | /
24. |  | Cao Zhongyu |  |  | 682,290 |  |  |  | 65,245,788.79 |  |  | /
25. |  | Yan Xuefeng |  |  | 680,077 |  |  |  | 65,034,164.80 |  |  | /
26. |  | Zhang Xueyuan |  |  | 590,336 |  |  |  | 56,452,443.93 |  |  | /
27. |  | Deng Xiaobo |  |  | 576,250 |  |  |  | 55,105,432.86 |  |  | /
28. |  | Luo Xingling |  |  | 530,000 |  |  |  | 50,682,654.09 |  |  | /
29. |  | Wang Xiaoyu |  |  | 478,135 |  |  |  | 45,722,926.06 |  |  | /
30. |  | Liu Lihua |  |  | 460,000 |  |  |  | 43,988,718.64 |  |  | /
31. |  | Liu Meisong |  |  | 451,915 |  |  |  | 43,215,569.10 |  |  | /
32. |  | Ye Fen |  |  | 413,287 |  |  |  | 39,521,664.26 |  |  | /
33. |  | Yu Xianchun |  |  | 398,430 |  |  |  | 38,100,924.28 |  |  | /
34. |  | Qiu Fusheng |  |  | 391,173 |  |  |  | 37,406,954.43 |  |  | /
35. |  | Wei Biao |  |  | 390,954 |  |  |  | 37,386,011.97 |  |  | /
36. |  | Qiu Yuyong |  |  | 375,935 |  |  |  | 35,949,780.31 |  |  | /
37. |  | Gao Xiaoqiong |  |  | 370,000 |  |  |  | 35,382,230.21 |  |  | /
38. |  | Yu Dapeng |  |  | 344,185 |  |  |  | 32,913,602.45 |  |  | /
39. |  | Zhou Xuezhen |  |  | 334,280 |  |  |  | 31,966,410.58 |  |  | /

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No. |  | Name of the Minority Vendors |  | Number of Shares |  |  | Consideration (RMB) |  |  | Note
40. |  | Wang Bin |  |  | 320,000 |  |  |  | 30,600,847.75 |  |  | /
41. |  | Changxing Mingjun Enterprise Management Consulting Studio |  |  | 307,800 |  |  |  | 29,434,190.43 |  |  | /
42. |  | Zhang Xuemei |  |  | 293,360 |  |  |  | 28,053,327.18 |  |  | /
43. |  | Shi Huiying |  |  | 275,255 |  |  |  | 26,321,988.59 |  |  | /
44. |  | Liu Jianqing |  |  | 261,800 |  |  |  | 25,035,318.57 |  |  | /
45. |  | Shi Kunxiang |  |  | 255,812 |  |  |  | 24,462,700.20 |  |  | /
46. |  | Ningbo Meishan Baoshui Area Deppon Changqing Phase IV Investment Partnership (limited partnership) |  |  | 249,365 |  |  |  | 23,846,188.75 |  |  | /
47. |  | Zhang Qijie |  |  | 245,168 |  |  |  | 23,444,839.50 |  |  | /
48. |  | Pu Jiayao |  |  | 215,483 |  |  |  | 20,606,132.74 |  |  | /
49. |  | Zhou Qing |  |  | 209,148 |  |  |  | 20,000,331.58 |  |  | /
50. |  | Zhang Xiaobo |  |  | 203,512 |  |  |  | 19,461,374.15 |  |  | /
51. |  | Li Yandong |  |  | 193,521 |  |  |  | 18,505,958.30 |  |  | /
52. |  | Xiong Wei |  |  | 184,675 |  |  |  | 17,660,036.12 |  |  | /
53. |  | Wang Xueren |  |  | 183,920 |  |  |  | 17,587,837.24 |  |  | /
54. |  | Kang Bo |  |  | 180,964 |  |  |  | 17,305,161.91 |  |  | /
55. |  | Qiu Wentong |  |  | 170,850 |  |  |  | 16,337,983.87 |  |  | /
56. |  | Liang Deqi |  |  | 153,864 |  |  |  | 14,713,652.62 |  |  | /
57. |  | Wang Jing |  |  | 150,000 |  |  |  | 14,344,147.38 |  |  | /
58. |  | Cui Weifang |  |  | 150,000 |  |  |  | 14,344,147.38 |  |  | /
59. |  | Sun Guangsheng |  |  | 149,863 |  |  |  | 14,331,046.40 |  |  | /
60. |  | Wu Baoguo |  |  | 143,900 |  |  |  | 13,760,818.72 |  |  | /
61. |  | Zhang Jie |  |  | 143,680 |  |  |  | 13,739,780.64 |  |  | /
62. |  | Ou Changhong |  |  | 140,460 |  |  |  | 13,431,859.61 |  |  | /
63. |  | Huang Zhaohong |  |  | 140,000 |  |  |  | 13,387,870.89 |  |  | /
64. |  | Liu Zhigang |  |  | 132,645 |  |  |  | 12,684,529.53 |  |  | /
65. |  | Hu Yanhong |  |  | 125,540 |  |  |  | 12,005,095.08 |  |  | /
66. |  | Li Jianxiong |  |  | 117,780 |  |  |  | 11,263,024.53 |  |  | /

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No. |  | Name of the Minority Vendors |  | Number of Shares |  |  | Consideration (RMB) |  |  | Note
67. |  | Liang Jianfei |  |  | 117,282 |  |  |  | 11,215,401.96 |  |  | /
68. |  | Wu Yanli |  |  | 112,897 |  |  |  | 10,796,074.71 |  |  | /
69. |  | Qiu Junjiang |  |  | 110,000 |  |  |  | 10,519,041.41 |  |  | /
70. |  | Feng Haibing |  |  | 100,000 |  |  |  | 9,562,764.92 |  |  | /
71. |  | Xu Wei |  |  | 98,603 |  |  |  | 9,429,173.10 |  |  | /
72. |  | Jiang Kaiyong |  |  | 97,730 |  |  |  | 9,345,690.16 |  |  | /
73. |  | Song Rongjun |  |  | 93,577 |  |  |  | 8,948,548.53 |  |  | /
74. |  | Niu Xiaoyue |  |  | 92,340 |  |  |  | 8,830,257.13 |  |  | /
75. |  | Wang Wanyou |  |  | 92,340 |  |  |  | 8,830,257.13 |  |  | /
76. |  | Gao Xiaoping |  |  | 91,472 |  |  |  | 8,747,252.33 |  |  | /
77. |  | Liu Guojun |  |  | 90,020 |  |  |  | 8,608,400.98 |  |  | /
78. |  | Li Keju |  |  | 90,000 |  |  |  | 8,606,488.43 |  |  | /
79. |  | Lu Ning |  |  | 86,662 |  |  |  | 8,287,283.34 |  |  | /
80. |  | Zhang Wencong |  |  | 83,317 |  |  |  | 7,967,408.85 |  |  | /
81. |  | Guo Zhiguang |  |  | 82,908 |  |  |  | 7,928,297.14 |  |  | /
82. |  | Zhang Chun |  |  | 80,000 |  |  |  | 7,650,211.94 |  |  | /
83. |  | Zhong Changhua |  |  | 77,913 |  |  |  | 7,450,637.03 |  |  | /
84. |  | Guo Jingang |  |  | 73,663 |  |  |  | 7,044,219.52 |  |  | /
85. |  | Wang Xiulian |  |  | 72,625 |  |  |  | 6,944,958.02 |  |  | /
86. |  | Song Jie |  |  | 72,340 |  |  |  | 6,917,704.14 |  |  | /
87. |  | Yin Chengdong |  |  | 70,000 |  |  |  | 6,693,935.45 |  |  | /
88. |  | Kuang Zhuran |  |  | 68,120 |  |  |  | 6,514,155.46 |  |  | /
89. |  | Ma Anping |  |  | 62,340 |  |  |  | 5,961,427.65 |  |  | /
90. |  | Yuan Yongjuan |  |  | 62,320 |  |  |  | 5,959,515.10 |  |  | /
91. |  | He Yuanlong |  |  | 61,560 |  |  |  | 5,886,838.09 |  |  | /
92. |  | Qiu Tao |  |  | 61,560 |  |  |  | 5,886,838.09 |  |  | /
93. |  | Xu Yi |  |  | 61,560 |  |  |  | 5,886,838.09 |  |  | /
94. |  | Guo Zongxiang |  |  | 61,249 |  |  |  | 5,857,097.89 |  |  | /
95. |  | Liang Jie |  |  | 60,000 |  |  |  | 5,737,658.95 |  |  | /
96. |  | Mao Gongtao |  |  | 60,000 |  |  |  | 5,737,658.95 |  |  | /

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No. |  | Name of the Minority Vendors |  | Number of Shares |  |  | Consideration (RMB) |  |  | Note
97. |  | Liu Hongqing |  |  | 59,008 |  |  |  | 5,642,796.33 |  |  | /
98. |  | Meng Bao |  |  | 58,799 |  |  |  | 5,622,810.15 |  |  | /
99. |  | Zhu Yinghao |  |  | 58,255 |  |  |  | 5,570,788.71 |  |  | /
100. |  | Ren Luwen |  |  | 55,871 |  |  |  | 5,342,812.39 |  |  | /
101. |  | Muo Gongfa |  |  | 55,860 |  |  |  | 5,341,760.49 |  |  | /
102. |  | Huang Kailong |  |  | 55,000 |  |  |  | 5,259,520.71 |  |  | /
103. |  | Yang Chongming |  |  | 53,081 |  |  |  | 5,076,011.25 |  |  | /
104. |  | Wang Wei |  |  | 51,560 |  |  |  | 4,930,561.59 |  |  | /
105. |  | Li Yangshe |  |  | 51,279 |  |  |  | 4,903,690.22 |  |  | /
106. |  | Zhang Jun |  |  | 50,458 |  |  |  | 4,825,179.92 |  |  | /
107. |  | Zeng Zuosheng |  |  | 50,458 |  |  |  | 4,825,179.92 |  |  | /
108. |  | He Yuantao |  |  | 50,000 |  |  |  | 4,781,382.46 |  |  | /
109. |  | Wang Wei |  |  | 50,000 |  |  |  | 4,781,382.46 |  |  | /
110. |  | Zhang Jincheng |  |  | 47,128 |  |  |  | 4,506,739.85 |  |  | /
111. |  | Li Dongsheng |  |  | 41,560 |  |  |  | 3,974,285.10 |  |  | /
112. |  | Li Yingqing |  |  | 41,560 |  |  |  | 3,974,285.10 |  |  | /
113. |  | Luo Guangfeng |  |  | 41,560 |  |  |  | 3,974,285.10 |  |  | /
114. |  | Zhang Feng |  |  | 40,674 |  |  |  | 3,889,559.00 |  |  | /
115. |  | Han Xiyou |  |  | 40,000 |  |  |  | 3,825,105.97 |  |  | /
116. |  | Li Dongliang |  |  | 40,000 |  |  |  | 3,825,105.97 |  |  | /
117. |  | Hong Chaojie |  |  | 40,000 |  |  |  | 3,825,105.97 |  |  | /
118. |  | Liang Desheng |  |  | 40,000 |  |  |  | 3,825,105.97 |  |  | /
119. |  | Wu Yong |  |  | 40,000 |  |  |  | 3,825,105.97 |  |  | /
120. |  | Liu Renchao |  |  | 40,000 |  |  |  | 3,825,105.97 |  |  | /
121. |  | A Yunshun |  |  | 40,000 |  |  |  | 3,825,105.97 |  |  | /
122. |  | Wang Xiaofei |  |  | 40,000 |  |  |  | 3,825,105.97 |  |  | /
123. |  | Lin Kai |  |  | 39,875 |  |  |  | 3,813,152.51 |  |  | /
124. |  | Pi Shenping |  |  | 38,000 |  |  |  | 3,633,850.67 |  |  | /
125. |  | Ye Hanwen |  |  | 37,648 |  |  |  | 3,600,189.74 |  |  | /
126. |  | Xu Yuhan |  |  | 34,274 |  |  |  | 3,277,542.05 |  |  | /

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No. |  | Name of the Minority Vendors |  | Number of Shares |  |  | Consideration (RMB) |  |  | Note
127. |  | Duan Jianshe |  |  | 32,927 |  |  |  | 3,148,731.61 |  |  | /
128. |  | Wu Wanfeng |  |  | 32,340 |  |  |  | 3,092,598.18 |  |  | /
129. |  | Qiu Liangren |  |  | 31,160 |  |  |  | 2,979,757.55 |  |  | /
130. |  | Huang Jianyong |  |  | 30,780 |  |  |  | 2,943,419.04 |  |  | /
131. |  | Wu Xiaogang |  |  | 30,780 |  |  |  | 2,943,419.04 |  |  | /
132. |  | Yang Yongying |  |  | 30,284 |  |  |  | 2,895,987.73 |  |  | /
133. |  | He Wenbin |  |  | 30,000 |  |  |  | 2,868,829.48 |  |  | /
134. |  | Huang Huan |  |  | 30,000 |  |  |  | 2,868,829.48 |  |  | /
135. |  | Su Jiabin |  |  | 30,000 |  |  |  | 2,868,829.48 |  |  | /
136. |  | Liang Ruijie |  |  | 30,000 |  |  |  | 2,868,829.48 |  |  | /
137. |  | Wang Huazhong |  |  | 29,504 |  |  |  | 2,821,398.16 |  |  | /
138. |  | Li Junjie |  |  | 29,152 |  |  |  | 2,787,737.23 |  |  | /
139. |  | Lai Jianzhao |  |  | 28,301 |  |  |  | 2,706,358.10 |  |  | /
140. |  | Liu Liangwu |  |  | 27,189 |  |  |  | 2,600,020.15 |  |  | /
141. |  | Cai Zhishou |  |  | 26,170 |  |  |  | 2,502,575.58 |  |  | /
142. |  | Wu Haipeng |  |  | 25,000 |  |  |  | 2,390,691.23 |  |  | /
143. |  | Liu Weijun |  |  | 22,130 |  |  |  | 2,116,239.88 |  |  | /
144. |  | Wang Xiangyang |  |  | 21,064 |  |  |  | 2,014,300.80 |  |  | /
145. |  | Chen Songfeng |  |  | 20,780 |  |  |  | 1,987,142.55 |  |  | /
146. |  | Zeng Yongping |  |  | 20,310 |  |  |  | 1,942,197.56 |  |  | /
147. |  | Zhang Yi |  |  | 20,000 |  |  |  | 1,912,552.98 |  |  | /
148. |  | Xia Guoqing |  |  | 20,000 |  |  |  | 1,912,552.98 |  |  | /
149. |  | Li Zhiqiang |  |  | 15,956 |  |  |  | 1,525,834.77 |  |  | /
150. |  | Xiong Shanshan |  |  | 15,647 |  |  |  | 1,496,285.83 |  |  | /

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No. |  | Name of the Minority Vendors |  | Number of Shares |  |  | Consideration (RMB) |  |  | Note
151. |  | Peng Bohe |  |  | 12,235 |  |  |  | 1,170,004.29 |  |  | Given that the First Instalment has closed at the date of Peng Bohe’s Minority Vendor Agreement, the conditions precedent to Peng Bohe’s share transfer (the “Conditions”) have been simplified and adjusted accordingly. The Conditions, after aforementioned adjustments, are as follows: (1)   on the Closing Date, the Minority Vendor Agreement has been duly signed by the Minority Vendor and the Transferee and shall remain fully effective, and the representations and warranties made by the Minority Vendor remain true, accurate, not misleading, and containing no omission of any material facts. The Minority Vendor has fulfilled its respective obligations under the Minority Vendor Agreement. (2)   the First Instalment and the MVA First Instalment have closed and the Minority Vendor Target Shares have been released from any freezing procedure and are not subject to any pledge, other third party rights or any transfer restrictions. (3)   the Minority Vendor has completed the relevant registrations and procedures relating to the transfers of the Minority Vendor Target Shares with Guangzhou Equity Exchange. Guangzhou Equity Exchange has canceled the Minority Vendor’s share certificate and has issued an updated register of shareholders reflecting that the Transferee has become the sole and lawful holder of the respective Minority Vendor Target Shares.

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No. |  | Name of the Minority Vendors |  | Number of Shares |  |  | Consideration (RMB) |  |  | Note
152. |  | Peng Yunhua |  |  | 10,000 |  |  |  | 956,276.49 |  |  | /
153. |  | Liang Shujun |  |  | 5,000 |  |  |  | 478,138.25 |  |  | /
154. |  | Yang Biao |  |  | 5,000 |  |  |  | 478,138.25 |  |  | /
Total |  |  | 46,307,558 |  |  |  | 4,428,282,912.67 |  |  | /

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