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”).

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.

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.

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.

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;

(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.

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.

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.

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.

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.


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	/


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	/


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	/


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	/


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	/

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.

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