EX-99.3 3 d31577dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

 

 

       JOINDER AGREEMENT   
      

 

King & Wood Mallesons

13/F, Gloucester Tower, The Landmark

15 Queen’s Road Central

Central

Hong Kong

T +852 3443 1000

F +852 3443 1299

www.kwm.com

  


Details

 

Buyer   Name   AOGANG International (Hong Kong) Corporation Limited
  Incorporated in   Hong Kong
  Address   Rm. 19C, Lockhart Ctr., 301-307 Lockhart Rd., Wan Chai, Hong Kong
  Fax   +86 577 6728 8833
  Email   aks@aokang.com
  Attention   Director

 

 

Recitals   A   LightInTheBox Holding Co., Ltd. (the “Company”), Ceyuan Ventures II, L.P., Ceyuan Ventures Advisors Fund II, LLC (collectively, the “Ceyuan Investors”) and GSR Ventures III, L.P. (“GSR Investors”) and other parties thereto have executed the second amended and restated shareholders agreement dated 28 September 2010 (“Shareholders Agreement”).
  B  

Buyer, Ceyuan Investors and GSR Investors and other parties thereto has entered into the share purchase agreement dated 9 June 2015 (the “SPA”), pursuant to which (i) Buyer shall purchase from Ceyuan Investors and GSR Investors an aggregate number of 17,130,102 ordinary shares of the Company (the “Subject Ordinary Shares”) and (ii) Buyer is required to deliver a joinder agreement executed by Buyer to the effect that Buyer becomes a party to the Shareholders Agreement as an “Investor” as defined in the Shareholders Agreement.

 

     
Governing law  

Hong Kong

 

 
     
Date of agreement   22 July 2015  

 

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General terms

 

   
1   Definitions
 

Unless otherwise defined in this Joinder Agreement, the expressions used in this Joinder Agreement have the same meaning as those used in the Shareholders Agreement.

 

   
2   Buyer assumes rights and obligations
  (a)   Buyer shall be entitled to exercise all of the rights, privileges and benefits and to bear all of the obligations and liabilities as an Investor and a Holder under the Shareholders Agreement with respect to the Subject Ordinary Shares.
  (b)  

Buyer undertakes with the Company and other parties to the Shareholders Agreement as from the signing date of this Joinder Agreement to be bound by the Shareholders Agreement.

 

   
3   Address of Buyer for notices
  For the purposes of the Shareholders Agreement, the address of Buyer to which all notices must be delivered in accordance with Section 12.6 (Notices) of the Shareholders Agreement is:

 

   

Name

 

Correspondence Address

 

Fax and/or email

 

Attention to:

  AOGANG International (Hong Kong) Corporation Limited   Aokang Industrial Park, Dongou Industrial District, Oubei Town, Yongjia County, Zhejiang Province, PRC  

Fax: +86 577 6728 8833

 

Email: aks@aokang.com

  Director

 

   
4   Entire Agreement
 

With effect from the date of this Joinder Agreement, this Joinder Agreement together with the Shareholders Agreement shall be construed as one instrument, but in the event of any conflict between this Joinder Agreement and the Shareholders Agreement, the provisions of this Joinder Agreement shall prevail.

 

   
5   Governing law and Dispute Resolutions
  Section 12.4 (Governing Law) and Section 12.5 (Dispute Resolution) of the Shareholders Agreement applies to this Joinder Agreement.

 

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6   Counterparts
 

This Joinder Agreement may be executed in any number of counterparts. All counterparts taken together will be taken to constitute one agreement.

 

   
7   Delivery of this Agreement
  A copy of this Agreement shall be delivered to the Company and the other parties set forth below at the following electronic mail address.
  (a)   Company
  (b)   Light In The Box Limited
  (c)   Lanting Jishi Trade (Shenzhen) Co., Ltd.
  (d)   Shenzhen Lanting Huitong Technologies Co., Ltd.
  (e)   Alan Quji Guo
  (f)   Wincore Holdings Limited
  (g)   Liang Zhang
  (h)   Clinet Investments Limited
  (i)   Xin (Kelvin) Wen
  (j)   Vitz Holdings Limited
  (k)   Xu Xiaoping
  (l)   Focus China Holdings Limited
  (m)   Chit Jeremy Chau
  (n)   Kingmax Holdings Group Limited
  (o)   Liu Jun
  (p)   Fulltrend Holdings Limited
  (q)   Ceyuan Investors
  (r)   GSR Investor
  (s)   Banean Holdings Ltd
  (t)   Trustbridge Partners III, L.P.
  Electronic mail address for (a) through (t): alanguo@lightinthebox.com

EXECUTED as an agreement.

 

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Signing page

 

Executed by AOGANG International (Hong Kong) Corporation Limited

/s/ Wang Zhentao

 

Director

 

Wang Zhentao

 

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