少數(shù)股權(quán)投資蛋殼公寓shareholders

1、PHOENIX TREE HOLDINGS LIMITED AMENDED AND RESTATED SHAREHOLDERS AGREEMENTThis AMENDED AND RESTATED SHAREHOLDERS AGREEMENT (this “Agreement”) ismade as of March 7, 2017, by and among PHOENIX TREE HOLDINGS LIMITED, an exempted company duly incorporated and validly existing under the Laws of the Cayman

2、 Islands(the “Company”), thelisted on Schedule 1A of this Agreement (the “Series A-1Investor”), thelisted on Schedule 1B of this Agreement (the “Series A-2 Investor”), thes listed on Schedule 1C of this Agreement (the “Series A-3 Investors”), thelistedon Schedule 1D of this Agreement (the “Series A-

3、2-I Investor”, together with the Series A-1Investor, Series A-2 Investor and Series A-3 Investors, the “Investors” collectively), theslisted on Schedule 2A attached to this Agreement (each a “Founder Holdco” and collectivelythe “Founder Holdcos”), thes listed on Schedule 2B attached to this Agreemen

4、t (each a“Founder” and collectively the “Founders”, and together with the Founder Holdcos, the “KeyHolders” and each a “Key Holder”), Ziwutong () Assets Management Co.,. (), a limited liability company established and existing under the（北京）資產(chǎn)管理Laws of the PRC (“(一水（上海）信息科技Ziwutong”), Yishui (Shangha

5、i) Information Technology Co.,.), a limited liability company established and existing underthe Laws of the PRC (“Shanghai Yishui”), Ziwutong (Shanghai) Apartment Management Co.,. (（上海）公寓管理), a limited liability company established and existing (the “Shanghai Ziwutong”), Shenzhen Shell Apartmentunde

6、r the Laws of thePRCManagement Co.,. (), a limited liability company established市蛋殼公寓管理and existing under the Laws of the PRC (“Shenzhen Shell”, together withZiwutong,Shanghai Yishui and Shanghai Ziwutong, the “Domestic Companies” collectively), PHOENIXTREE HK HOLDINGS LIMITED, a private company lim

7、ited by shares established and existing under the Hong Kong Laws (the “HK Company”), and Xiaofangjian (Shanghai) NetworkInformation Technology Co.,. (小房間（上海）網(wǎng)絡(luò)), a wholly foreign-owned enterprise established and existing under the Laws of the PRC (the “WFOE” together with the Domestic Companies, the

8、 “PRC Companies” and each a “PRC Company,” the PRC Companies together with the Company and HK Company, the “Group Companies”). Each of the Company, the Investors, the Key Holders, the Domestic Companies, the HK Company and the WFOE shall be referred to individually as a “Party” and collectively as t

9、he “Parties” to this Agreement. Capitalized terms used herein shall have the meaning set forth in Exhibit A attached hereto.RECITALSWHEREAS, the Company, Key Holders, Series A-1 Investor, Series A-2 Investor and certain other parties entered into a Shareholders Agreement on November 24, 2015 (the “P

10、rior Agreement”);WHEREAS, the Company, the Series A-3 Investors, Series A-2-I Investor, the Key Holders, the Domestic Companies, the HK company and the WFOE entered into the Series A-3 and Series A-2-I Preferred Share Purchase Agreement dated as of March 6, 2017 (the “Series A- 3 Purchase Agreement”

11、);1SHAREHOLDERS AGREEMENTWHEREAS, in order to induce the Company to enter into the Series A-3 Purchase Agreement and to induce the Series A-3 Investors and Series A-2-I Investor to invest funds in the Company pursuant to the Series A-3 Purchase Agreement, the Company, the Investors, the Key Holders,

12、 the Domestic Companies, the HK Company and the WFOE hereby agree that this Agreement shall replace the Prior Agreement and govern certain shareholder rights and other matters as set forth in this Agreement.NOW, THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:1.DEFINITIONS.For purposes of this Agreem

13、ent, capitalized terms shall have the meanings set forth in Exhibit A attached hereto.2.REGISTRATION RIGHTS.The registrations rights of the Investors with respect to the Company and the rights and obligations of the Parties with respect to registration of the Companys Ordinary Shares are set forth i

14、n Exhibit B attached hereto. Such registration rights shall be transferable to any transferee including without limitation any Affiliate, shareholder, member, or limited or general partner of the Investors.The rights set forth in Exhibit B shall terminate upon the fifth (5th) Qualified IPO.of a3.INF

15、ORMATION AND OBSERVER RIGHTS.3.1Delivery of Financial Statements.So long as the Investors continue to hold any Preferred Shares or Conversion Shares, the Company shall, and the chief financial officer or financial controller of the Companyshall cause the Company tiver to the Investors:(a)as soon as

16、practicable, but in any event within ninety (90) days after the end of each financial year of the Company, annual management and financial report, including but not limited to (i) an audited consolidated balance sheet as of the last day of such year; (ii) an audited consolidated income statement for

17、 such year; and(iii) an audited consolidated statement of cash flows for such year; such year-end financial statements to be in reasonable detail, prepared in accordance with International Financial Reporting Standard (“IFRS”) or PRC GAAP or otheraccounting principles as approved by th(including the

18、 consent of the JoyDirector) consistently applied and in each case setting forth in comparative formfigures for the previous year and audited and certified by an accredited accounting firm or any other independent public accountants of internationally recognizedstanding selected by th Director);of D

19、irectors (including the approval of Joy2SHAREHOLDERS AGREEMENT(b)as soon as practicable, but in any event within twenty (20) days after the end of each quarter, quarterly management and financial report, including but not limited to (i) an unaudited consolidated balance sheet and balance sheet of ea

20、ch of the Companys subsidiaries and branches as of the last day of such quarter; (ii) an unaudited consolidated income statement and income statement of each of the Companys subsidiaries and branches for such quarter; (iii) an unaudited consolidated statement of cash flows and statement of cash flow

21、 of each of the Companys subsidiaries and branches for such quarter;(c)as soon as practicable, but in any event within fifteen (15) days after the end of each month, monthly management and financial report, including but not limited to (i) an unaudited consolidated balance sheet and balance sheet of

22、 each of the Companys subsidiaries and branches as of the last day of such month; (ii) an unaudited consolidated income statement and income statement of each of the Companys subsidiaries and branches for such month; (iii) an unaudited consolidated statement of cash flows and statement of cash flow

23、of each of the Companys subsidiaries and branches for such month;(d)no later than thirty (30) days prior to the end of each fiscal year, a detailed proposed budget and business plan for the next financial year to be submitted tothfor approval (including the approval of Joy Director) (collectively, t

24、he“Budget”), including, revenues, expenses, cash position, balance sheets andsources and applications of funds statements (including any anticipated or planned capital expenditure or borrowings) and, as soon as prepared, any other budgets or revised budgets prepared by the Company;(e)with respect to

25、 the financial statements called for in Sections 3.1 (a), (b) and (c), if requested by the Investors, an instrument executed by the chief executive officer of the Company and certifying that such financials were prepared in accordance with IFRS or PRC GAAP or other accounting principles as approved

26、by the Board (including the consent of the Joy Director), consistently applied with prior practice for earlier periods (with the exception, for unaudited statements, such statements may be subject to normal year-end audit adjustments and exclude all footnotes required by applicable accounting standa

27、rd). The management of the Company shall also provide an analysis of results, highlighting notable events and a thorough explanation of any material differences between actual figures, on the one hand and figures for the prior year and figures presented in the Budget on the other hand, if requested

28、by the Investors;(f)such other information (A) provided to any other Shareholder, or (B) as the Investors or any assignee of the Investors may from time to time reasonably request;(g)if for any period the Company shall have any Subsidiary whose accounts consolidated with those of the Company, then i

29、n respect of such period financial statements delivered pursuant to the foregoing sections shall beare the the3SHAREHOLDERS AGREEMENTconsolidated and consolidating financial statements of the Company and all such consolidated Subsidiaries; and(h)notwithstanding anything else in this Section 3.1 to t

30、he contrary, the Company may cease providing the information set forth in this Section 3.1 during the period starting with the date sixty (60) days prior to the Companys good faith estimate of the date of filing of, and ending on a date one hundred and eighty (180) days after the effective date of t

31、he registration effecting the IPO, in the event and to the extent required under the applicable Laws of the jurisdiction in which the registration statement (or similar application for listing of the Ordinary Shares) is to be filed; provided that the Company is actively employing its reasonable best

32、 efforts to cause such registration statement to become effective.3.2Inspection.So long as the Investors continue to hold any Preferred Shares or Conversion Shares, the Company and any other Group Company shall permit the Investors to visit and inspect the Company or any other Group Companys propert

33、ies, to examine its books of account and records and to discuss the Company or any other Group Companys affairs, finances and accounts with its officers, all at such reasonable times as may be reasonably requested by the Investors.3.3U.S. Tax Matters.(a)The Company will not take any action inconsist

34、ent with the treatment of the Company as a corporation for U.S. federal income tax purposes and will not elect to be treated as an entity other than a corporation for U.S. federal income tax purposes.(b)Upon request, the Company shall use reasonable efforts to assist each U.S. Holder in determining

35、whether the Company is a passive foreign investment company (“PFIC”) as defined in Section 1297 of the Internal Revenue Code of 1986, as amended (the “Code”) for any taxable year (and, if the U.S. Holder reasonably believes that the Company was a PFIC for a taxable year, the status of each of the ot

36、her Group Companies for such taxable year). For so long as a U.S. Holder holds 10% or more of the total voting power of the Companys shares (a “10% U.S. Holder”) the Company shall, upon request, use reasonable efforts to assist each 10% U.S. Holder in determining whether the Company is a controlled

37、foreign corporation (“CFC”) as defined in Section 957 of the Code for any taxable year. Following a determination by a U.S. Holder that it believes that the Company was a PFIC or a determination by a 10% U.S. Holder that it believes the Company was a CFC for a taxable year, the Company will, upon re

38、quest, use reasonable efforts to provide such U.S. Holder with information requested by the U.S. Holder that is reasonably available to the Company and necessary to permit such U.S. Holder to accurately prepare its U.S. federal income tax returns and comply with U.S. federal income tax reporting req

39、uirements resulting from such determination.4SHAREHOLDERS AGREEMENT(c)The Company and the U.S. Holder shall negotiate in good faith for all the costs in connection with this Section 3.3.(d)Any information obtained by a U.S. Holder under this Section 3.3 shall be kept except to the extent necessary i

40、n connection with the filing of U.S.federal income tax returns and compliance with U.S. federal income tax reporting requirements or proceedings or other applicable laws or regulations with respect thereto.3.4Observer Rights.So long as any Series A-3 Investor and/or Series A-2 Investor holds not les

41、s than10,000,000 Preferred Shares or Conversion Shares, but not represented in th, theCompany shall invite a representative of such Series A-3 Investor and Series A-2 Investor to attend all meetings of its Board and all subcommittees of the Board, in a nonvoting observer capacity and, in this respec

42、t, shall give such representative copies ofall notices, minutes, consents, and other materials that it provides to its directors at the same time and in the same manner as provided to such directors; provided, however, that such representative shall agree to hold in confidence and trust and to act i

43、n a fiduciary manner with respect to all information so provided.3.5Termination of Information, Inspection and Observer Rights.The covenants set forth in Section 3.1, Section 3.2 and Section 3.4 shall terminate and be of no further force or effect immediately prior to the consummation of a Qualified

44、 IPO.3.6ity.(a)The Investors agree that they will keepand will not disclose, divulgeor use for any purpose, other than to monitor their investment in the Company,anyinformation obtained from the Company pursuant to the terms ofthis Agreement, unless suchinformation (i) is known or becomesknown to th

45、e public in general (other than as a result of a breach of thisSection 3.6(a) by the Investors), (ii) is or has been independently developed orconceived by the Investors without use of the Companysinformationor (iii) is or has been made known or disclosed to the Investors by a third partywithout a b

46、reach of any obligation ofity such third party may have tothe Company; provided, however, that the Investors may discloseinformation (a) to their legal advisers, accountants, consultants, and otherprofessionals to the extent necessary to obtain their services in connection with monitoring their inve

47、stment in the Company, (b) to any prospective investor of any Registrable Securities from the Investors as long as such prospective investor agrees to be bound by the provisions of this Section 3.6(a), (c) to any Affiliate, partner, member, shareholder or wholly owned Subsidiary of the Investors in

48、the ordinary course of business, or (d) as may otherwise be required by law (including without limitation any applicable laws, generally applicable accounting principles or the rules and regulations of any stock exchange), provided that the Investors5SHAREHOLDERS AGREEMENTtake reasonable steps to mi

49、nimize the extent of any such required disclosure, andprovided that the Investors ensure that all suchs named above to whom theInvestors discloseinformation are bound by the same provisions ofthis Section 3.6(a). The Company acknowledges that the Investors are in thebusiness of private equity invest

50、ing and therefore reviews the business plans and related proprietary information of many enterprises, including enterprises which may have products or services which compete directly or indirectly with those of the Company. Nothing in this Agreement shall preclude or in any way restrict the Investor

51、s from investing or participating in any particular enterprise whether or not such enterprise has products or services which compete with those of the Company.(b)The Company agrees that it will keepand will not disclose, divulgeor use for any purpose, other than for the discharge of their obligation

52、s under thisAgreement, anyinformation obtained from the Investors pursuant tothe terms of this Agreement, unless suchinformation (i) is known orbecomes known to the public in general (other than as a result of a breach of thisSection 3.6(b) by the Company), (ii) is or has been independently develope

53、d or conceived by the Company without use of any of the Investorsinformation or (iii) is or has been made known or disclosed to the Company by athird party without a breach of any obligation ofmay have to the Investors; provided, however, that theity such third party Company may discloseinformation

54、(a) to its legal advisers, accountants, consultants, andother professionals to the extent necessary for the discharge of their obligationsunder this Agreement, (b) to any Affiliate, partner, member, shareholder or wholly-owned Subsidiary of the Company in the ordinary course of business, or(c) as ma

55、y otherwise be required by law, provided that the Company takes reasonable steps to minimize the extent of any such required disclosure.4.RIGHT OF FIRST OFFER.4.1Right of First Offer.Subject to the terms and conditions specified in this Section 4.1, and applicable securities laws, in the event the C

56、ompany proposes to offer or sell any Additional Equity Securities, the Company shall make offerings of such Additional Equity Securities to the Investors in accordance with the following provisions of this Section 4.1. The Investors will be entitled to apportion the right of first offer hereby grant

57、ed among themselves and their partners, members and Affiliates in such proportions as it deems appropriate:(a)The Company shall first deliver a notice, in accordance with the provisions of Section 9.4 hereof (the “First Offer Notice”) to Joy Capital (together with its assignees of any Series A-3 Pre

58、ferred Shares or Conversion Shares, if applicable, the “First Offeree”) stating (i) its bona fide intention to offer such Additional Equity Securities, (ii) the number of such Additional Equity Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer such Additional Equity Securities. The First Offeree shall have thirty (30) calendar6SHAREHOLDERS AGREEMENTdays after delivering of the First Offer Notice (the “First Participation Per