Business Cooperation Framework Agreement
This Business Cooperation Framework Agreement (this Agreement), dated December 17, 2017, is made by and between:
(a) JD.COM, INC., a corporation duly incorporated under the laws of Cayman Islands, with its registered address at PO Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands (together with its affiliates, JD); and
(b) VIPSHOP HOLDINGS LIMITED, a corporation duly incorporated under the laws of Cayman Islands, with its registered address at Scotia Centre, 4th Floor, P. O. Box 2804, George Town, Grand Cayman, Cayman Islands (together with its affiliates, VIPSHOP).
JD and VIPSHOP are hereinafter referred to individually as a Party, collectively the Parties.
(a) The Parties entered into a Subscription Agreement dated December 17, 2017, pursuant
to which JD agreed to subscribe for certain amount of shares of VIPSHOP (the Transaction), and the Parties intend to enter into an Investor Rights Agreement in connection therewith (the Investor Rights Agreement, collectively with the Subscription Agreement, the Transaction Documents);
(b) Based upon the Transaction, the Parties agree to establish a strategic partnership and to contribute their respective strengths and resources for mutual cooperation;
(c) JD will provide quality traffic resource to VIPSHOP, including traffic on Weixins social eco-system; VIPSHOP will offer an extensive selection of brands and products to JD by availing its image awareness, brand relationship and operation experience in fashion and cosmetic products. The Parties shall cooperate to expand user base, enhance user value, and improve user experience; and
(d) It is understood and agreed that the details regarding the business cooperation contemplated hereunder shall be separately agreed by the Parties in writing.
NOW, THEREFORE, the Parties agree as follows:
1 DEFINITIONS AND INTERPRETATIONS