(1)

On January 20, 2026, Jie Shen acquired 80% of the Company’s equity from Vincent Wenbin Qiu and became a shareholder of the Company;

(2)

The existing shareholders are the registered shareholders of the Company, who legally hold all the equity of the Company. On the date of the Agreement, their capital contribution and shareholding percentages in the registered capital of the Company are set out in Appendix I.

(3)

The Existing Shareholders intend to transfer all their respective equity interests in the Company to Baozun, subject to compliance with the PRC Laws, and Baozun intends to accept such transfer.

(4)

The Company intends to transfer its assets to Baozun without violating the PRC Laws, and Baozun intends to accept such transfer.

(5)

In order to effect the above equity or asset transfer, the Existing Shareholders and the Company agree to grant to Baozun an irrevocable equity transfer option and an asset purchase option, respectively, pursuant to which the Existing Shareholders or the Company shall, to the extent permitted by the PRC Laws, transfer the Option Equity or the assets of the Company (as defined below) to Baozun and/or any other entity or person designated by Baozun, as required by the Agreement.

1.1

In the Agreement, unless the context otherwise requires, the following words shall have the meanings assigned to them below:

1.2

References in the Agreement to any PRC Laws shall be deemed to:

(1)

Include any amendment, change, supplement and re-enactment of such PRC Laws, whether such amendment, change, supplement or re-enactment takes effect before or after the formation of the Agreement; and

(2)

Includes other decisions, notices and regulations made thereunder.

1.3

Unless the context otherwise requires, references in the Agreement to articles, clauses, sub-articles and paragraphs shall mean the corresponding provisions of the Agreement.

2.1

The Existing Shareholders hereby, severally and jointly, irrevocably and unconditionally, agree to grant to Baozun an exclusive Equity Transfer Option, pursuant to which Baozun shall have the right, to the extent permitted by the PRC Laws, to require the Existing Shareholders to transfer the Option Equity to Baozun or an entity or individual designated by Baozun under the terms and conditions of the Agreement. Baozun also agrees to accept such Equity Transfer Option.

2.2

The Company hereby consents to the grant by the Existing Shareholders of such Equity Transfer Option to Baozun in accordance with Article 2.1 above and the other provisions of the Agreement.

2.3

The Company hereby irrevocably and unconditionally grants to Baozun an exclusive Asset Purchase Option, pursuant to which Baozun shall have the right to require, to the extent permitted by the PRC Laws, to require the Company to transfer any and all of the assets of the Company to Baozun or its designated entities or individuals on the terms and conditions of the Agreement. Baozun also agrees to accept such Asset Purchase Option.

2.4

The Existing Shareholders hereby severally and jointly agree that the Company

3.1

Subject to the terms and conditions of the Agreement and to the extent permitted by PRC Laws, Baozun shall have absolute discretion to determine the specific time, manner and frequency of its exercise. However, as soon as practicable after the date on which the PRC Laws permit Baozun to operate the Company’s business directly, Baozun shall exercise the Equity Transfer Option or Asset Purchase Option under the Agreement to enable Baozun to operate the Company’s business directly.

3.2

Subject to the terms and conditions of the Agreement and without violating the then existing PRC Laws, Baozun shall have the right at any time to acquire, either by itself or through any other entity or individual designated by it, all or part of the equity interests of the Company from the Existing Shareholders.

3.3

Subject to the terms and conditions of the Agreement, and without violating the then existing PRC Laws, Baozun shall have the right at any time to acquire, either by itself or through any other entity or individual designated by it, all or part of the assets of the Company from the Company.

3.4

With respect to the Equity Transfer Option, upon each Exercise, Baozun shall have the right to designate at any time the amount of Equity Interest to be transferred by the Existing Shareholders to Baozun and/or such other entity or individual as Baozun may direct, and the Existing Shareholders shall transfer Equity Interest to Baozun and/or such other entity or individual as Baozun may require. Baozun and/or other entity or individual designated by Baozun shall pay the Transfer Price to the Existing Shareholder transferring the Transferred Equity Interest for each Exercise.

3.5

With respect to the Asset Purchase Option, at the time of each Exercise, Baozun shall have the right to determine the specific assets of the Company to be transferred by the Company to Baozun and/or other entity or individual designated by Baozun in such Exercise, and the Company shall transfer the assets to Baozun and/or other entity or individual designated by Baozun as required by Baozun. Baozun and/or other entity or individual designated by Baozun shall pay to the Company the Transfer Price in respect of the Transferred Assets transferred in each Exercise.

3.6

Each time when exercising the right, Baozun may acquire the Transferred Equity Interest or the Transferred Assets by itself, or appoint any third party to acquire all or part of the Transferred Equity Interest or the Transferred Assets. For the avoidance of doubt, a third party referred to in this paragraph shall mean (a) the direct or indirect shareholders of Baozun and the direct or indirect subsidiaries of such shareholders; or (b) Baozun, its direct or indirect shareholders and directors of its direct or indirect subsidiaries who are PRC citizens; or (c) such other Chinese citizen as the Board of Directors of Baozun may determine by appropriate resolution.

3.7

Upon each decision to exercise, Baozun shall issue to the Existing Shareholders or the Company a Notice of Exercise of the Equity Transfer Option or an Asset Purchase Option (the “Exercise Notice”) in the form attached hereto as Appendix II and Appendix III, respectively. Upon receipt of the Exercise Notice,

4.1

With respect to the Equity Transfer Option, the total Transfer Price payable by Baozun or its designated entity or individual to each Existing Shareholder on each Exercise of Baozun shall be the corresponding contribution of the relevant Transferred Equity Interest to the registered capital of the Company. If the minimum price permitted by PRC Laws at that time is higher than the aforesaid contribution, such minimum price shall prevail.

4.2

In respect of the Asset Purchase Option, upon each Exercise by Baozun, Baozun or an entity or individual designated by Baozun shall pay to the Company the net book value of the relevant asset. If the minimum price permitted by PRC Laws at that time is higher than the aforesaid net book value, such minimum price shall prevail.

5.1

The Existing Shareholders hereby severally and jointly represent and warrant as follows:

5.1.1

The Existing Shareholders are Chinese citizens with full capacity; They have full and independent legal status and legal capacity to execute, deliver and perform the Agreement and may act independently as a party to legal proceedings.

5.1.2

They have full power and authority to execute, deliver and perform the Agreement and all other documents to be executed by them in connection with the transactions contemplated hereby, and to consummate the transactions contemplated hereby; The execution, delivery and performance of the Agreement and the consummation of the transactions contemplated hereby by the Existing Shareholders do not violate the PRC Laws, nor do they violate any agreement, contract or other arrangement by which the Existing Shareholders are bound.

5.1.3

The Agreement has been duly and properly executed and delivered by the Existing Shareholders. The Agreement constitutes their legal and binding obligation and is enforceable in accordance with its terms.

5.1.4

The Existing Shareholder is the registered legal owner of its respective Option Equity as of the date of the Agreement, and there are no liens, pledges, claims, other security interests and third party rights on the Option Equity, except for any rights otherwise agreed by Baozun. Subject to the Agreement, upon the exercise of the rights, Baozun and/or such other entity or individual as Baozun may designate may

5.1.5

To the Knowledge of the Existing Shareholders, there are no liens, mortgages, claims and other security interests or third party rights over the assets of the Company. Subject to the Agreement, Baozun and/or other entities or individuals designated by Baozun and/or Baozun may acquire good and valid title to the assets of the Company, free and clear of all liens, mortgages, claims and other security interests or third party rights, upon the exercise of such option.

5.2.1

The Company is a limited liability company duly registered and validly existing under the PRC Laws, with independent legal personality. The Company has full and independent legal status and legal capacity to execute, deliver and perform the Agreement and may act independently as a party to legal proceedings.

5.2.2

The Company has full power and authority to enter into, deliver and perform the Agreement and all other documents to be entered into by it in connection with the transactions contemplated hereby and to consummate the transactions contemplated hereby.

5.2.3

The Agreement is duly and properly executed and delivered by the Company. The Agreement constitutes a legal and binding obligation of the Company. The execution, delivery and performance of the Agreement and the consummation of the transactions contemplated hereby by the Company are not in violation of the laws of the People’s Republic of China and are not in violation of any agreement, contract or other arrangement with any third party by which the Company is bound.

5.2.4

There are no liens, mortgages, claims and other security interests and third party rights over the assets of the Company. Subject to the Agreement, Baozun and/or other entities or individuals designated by Baozun and/or Baozun may acquire good title to the assets of the Company, free and clear of all liens, mortgages, claims and other security interests or third party rights upon the exercise of such rights.

5.2.5

The Company has full title to all of its assets and no encumbrances have been created over such assets.

5.2.6

Except (i) liabilities incurred in the ordinary course of business; and (ii) liabilities disclosed in writing to Baozun, the Company has no other indebtedness.

5.2.7

As of the date of the Agreement, there is no litigation, arbitration or administrative investigation pending or threatened against the Company or in respect of its equity interests or assets.

5.3.1

Baozun is a wholly foreign-owned enterprise duly registered and validly existing under the PRC Laws and has independent legal personality. Baozun has full and independent legal status and legal capacity to execute, deliver and perform the Agreement and may act independently as a party to legal proceedings.

5.3.2

Baozun has full power and authority to enter into, deliver and perform the Agreement and all other documents to be executed by it in connection with the transactions contemplated hereby, and it has full power and authority to consummate the transactions contemplated hereby.

5.3.3

The Agreement is legally and properly executed and delivered by Baozun. The Agreement constitutes its legal and binding obligations of Baozun.

6.1.1

No Existing Shareholder shall transfer or otherwise dispose of any Option Equity or create any security interest or other third party rights over any Option Equity;

6.1.2

It shall not increase or decrease the registered capital of the Company or procure or consent to the merger of the Company with any other entity;

6.1.3

It shall not dispose of or cause the management of the Company to dispose of any material assets of the Company (other than those incurred in the ordinary course of business);

6.1.4

It shall not terminate or cause the management of the Company to terminate any material agreement entered into by the Company or enter into any other agreement which conflicts with the existing material agreement;

6.1.5

It shall not appoint or replace any director, supervisor or other officer of the Company that is to be appointed or removed by the Existing Shareholders;

6.1.6

It shall not procure the Company to declare or make any distribution or actual payment of any distributable profits, dividends, bonuses or other distributions;

6.1.7

It ensures the effective existence of the Company and that the Company will not be terminated, liquidated or dissolved;

6.1.8

It shall not amend the Articles of Association of the Company; and

6.1.9

It shall ensure that the Company shall not lend or borrow loans, or provide guarantees or other forms of guarantee, or assume any material obligation other than in the ordinary course of business.

6.2

During the term of the Agreement, it must use its best efforts to develop the business of the Company and ensure that the Company operates in a lawful and compliant manner, and shall not commit any act or omission that may damage the assets, goodwill or affect the validity of the Company's business license.

6.3

During the term of the Agreement, it shall promptly notify Baozun of any situation that may have a material adverse effect on the existence, business operation, financial condition, assets or goodwill of the Company, and shall promptly take all measures approved by Baozun to eliminate such adverse situation or take effective remedial measures against it.

6.4

As soon as the Exercise Notice is issued by Baozun:

6.4.1

the Company shall promptly convene and pass a resolution of the shareholders’ meeting and take all other necessary actions to consent to the transfer of all of the Transferred Equity Interests or Assets by any Existing Shareholder or the Company to Baozun and/or other entity or individual designated by Baozun at the Transfer Price, and waive any preemptive rights (if any) it may have;

6.4.2

The Company shall immediately enter into an equity transfer agreement with Baozun and/or other entity or individual designated by Baozun to transfer all the Transferred Equity to Baozun and/or such designated entity or individual designated by Baozun at the Transfer Price and provide necessary support (including providing and executing all relevant legal documents, completing all governmental approval and registration procedures and undertaking all relevant obligations) to Baozun and/or such designated entity or individual in accordance with the requirements of Baozun and the provisions of laws and regulations, so that Baozun and/or such designated entity or individual may obtain all the Transferred Equity, and such Transferred Equity shall be free from any legal defect and free from any security interest, third party restrictions or any other restrictions on the equity.

6.5

If any Existing Shareholder receives the Transfer Price in respect of the Transferred Equity held by it, or receives any form of profit distribution, bonus, dividend or other distribution from the Company, such Existing Shareholder agrees, without violating the PRC Laws, to compensate Baozun in full with such transfer price and any profit distribution, bonus, dividend or distribution received (after deducting relevant taxes). The Existing Shareholder shall instruct the relevant transferee or the Company to pay such amount to the bank account designated by Baozun from time to time.

7.1

The Company hereby undertakes as follows:

7.1.1

If any consents, licences, waivers, authorisations or approvals, licences of any third party, or any approvals, licenses, exemptions, registrations or filings with any governmental authority are required for the execution and performance of the Agreement and the grant of the Option or the Asset Purchase Option hereunder (if required by law), the Company shall use its best efforts to assist in satisfying the foregoing conditions.

7.1.2

The Company shall not, without the prior written consent of Baozun, assist or permit any Existing Shareholder to transfer or otherwise dispose of any Option Equity or create any security interest or other third party rights over any Option Equity.

7.1.3

The Company shall not, without the prior written consent of Baozun, transfer or otherwise dispose of any material assets of the Company (other than those disposed of in the ordinary course of business) or create any security interest or other third party rights over any assets of the Company.

7.1.4

The Company shall not take or permit any action which may adversely affect the interests of Baozun under the Agreement. Acts or actions, including but not limited to any acts and actions subject to Article 6.1.

7.2.1

It shall promptly cause the Existing Shareholders to convene a Shareholders’ Meeting and to adopt resolutions of the Shareholders’ Meeting and to take all other necessary actions to consent to the transfer of all of the Transferred Assets by the Company to Baozun and/or other entity or person designated by Baozun at the Transfer Price;

7.2.2

It shall immediately enter into an Asset Transfer Agreement with Baozun and/or other entity or individual designated by Baozun and/or such other entity or individual as it may appoint, to transfer the all of the Transferred Assets at the Transfer Price, and shall procure the Existing Shareholders to provide the necessary support to Baozun and/or such other entity or individual in accordance with the requirements of Baozun and the provisions of applicable laws and regulations (including providing and executing all relevant legal documents, completing all governmental approval and registration procedures, and assuming all relevant obligations), so that Baozun and/or such other entity or individual may obtain all of the Transferred Assets, free from any legal defects and without any security interest, third party restrictions or any other restrictions on the assets of the Company.

8.3

The receiving Party may disclose the Confidential Information to its employees, agents or professionals engaged by it, provided that the receiving Party shall ensure that such persons comply with the relevant terms and conditions of the Agreement and bear any liability arising from the breach thereof by such persons.

8.4

Notwithstanding any other provision of the Agreement, the validity of this Article shall not be affected by the termination of the Agreement.

9.1

The Agreement shall come into force as of the date of duly executed by the Parties.The Agreement shall terminate when all of the Option Equity and the Company’s assets have been legally transferred to Baozun and/or other entity or individual designated by Baozun in accordance with the Agreement.

10.1

Any notices, requests, demands and other communications required by or made under the Agreement shall be served in writing on the Parties concerned.

10.2

Any such notice or other communication shall be deemed to have been served if sent by fax or telex; If delivered personally, upon delivery; If sent by post, five (5) days after posting.

11.1

The Parties agree and acknowledge that if either Party (hereinafter referred to as the “Defaulting Party”) materially breaches any of the agreements made

11.1.1

If the Existing Shareholder or the Company is the Defaulting Party, Baozun shall have the right to terminate the Agreement and claim damages from the Defaulting Party;

11.1.2

If Baozun is the Defaulting Party, the non-defaulting party shall have the right to claim damages from the Defaulting Party, but shall have no right to terminate or cancel the Agreement in any case unless otherwise specified by mandatory lawS.

11.2

Notwithstanding any other provision of the Agreement, the validity of this Article shall not be affected by the termination of the Agreement.

12.3.1

All disputes under the Agreement shall be first settled by both parties through friendly negotiation. If no settlement can be reached within thirty (30) days after the occurrence of the dispute, either Party shall have the right to submit the dispute to Shanghai International Economic and Trade Arbitration Commission for arbitration in Shanghai by three arbitrators in accordance with the Commission’s arbitration rules in effect at the time of applying for arbitration. The initiating party and the responding party shall appoint one arbitrator respectively, and the third arbitrator shall be appointed by Shanghai International Economic and Trade Arbitration Commission. If the party initiating arbitration or the respondent party exceeds two persons (whether natural persons or legal persons), such persons shall jointly appoint one arbitrator by mutual agreement in writing.

12.3.2

The arbitral award shall be final and binding upon both Parties.

12.3.3

During the dispute resolution process, both Parties shall continue to perform all other provisions of the Agreement except for the matters in dispute.

12.3.4

After the arbitral award takes effect, either Party shall have the right to apply to the court with jurisdiction for enforcement of the arbitral award.

12.4

Any right, power and remedy conferred on the Parties by any provision of the Agreement shall not preclude any other right, power or remedy of such Party under the provisions of law and other provisions of the Agreement, and the exercise of such right, power and remedy by a Party shall not preclude the exercise of any other right, power and remedy of such Party.

12.5

No failure or delay by a Party in exercising any of its rights, powers and remedies under the Agreement or at law (the “Party’s Rights”) shall be deemed a waiver of any such rights, and no waiver of any single or partial right of such Party shall preclude such Party from exercising such rights in any other manner and from exercising any other right of such Party.

12.6

The headings of the Articles of the Agreement are for reference purposes only. and in no event shall they be used or affect the interpretation of the provisions of the Agreement.

12.7

Each provision of the Agreement is severable and independent of one another and if at any time any one or more provisions of the Agreement become invalid, illegal or unenforceable, the validity, legality and enforceability of the other provisions of the Agreement shall not be affected thereby.

12.8

The Agreement, when executed, supersedes any other legal documents previously executed by the Parties with respect to the same subject matter. Any modification of or supplement to the Agreement must be made in writing. Except that Baozun transfers its rights under the Agreement in accordance with Article 12.9, any modification or supplement of the Agreement shall come into force only after being properly signed by both Parties hereto.

12.9

The other Parties shall not assign any of their rights and/or obligations under the Agreement to any third party without the prior written consent of Baozun. The other Parties agree that, without the written consent of the other Parties, Baozun shall have the right to unilaterally transfer any rights and/or obligations under the Agreement to any third party, provided that such other Parties are notified in writing.

12.10

The Agreement shall be binding upon the legal assigns or successors of the Parties. Each of the Existing Shareholders warrants to Baozun that it has made all appropriate arrangements and signed all necessary documents to ensure that in the event of its death, incapacity, bankruptcy, divorce or other circumstances which may affect its exercise of equity, its heirs, guardians, creditors, spouses and other persons who may acquire the Company’s equity or relevant rights as a result thereof shall not affect or hinder the performance of the Agreement.