SHARES ELIGIBLE FOR FUTURE SALE
Upon the closing of the Global Offering, we will have 2,639,489,928 Class A ordinary shares (or 2,659,439,928 Class A ordinary shares if the
Joint Representatives exercise in full, on behalf of the international underwriters, their option to purchase additional Class A ordinary shares), excluding 19,510,724 Class A ordinary shares issued to our depositary bank for bulk issuance of ADSs
reserved for future issuances upon the exercise or vesting of awards granted under our share incentive plan.
All of the Class A
ordinary shares sold in the Global Offering will be freely transferable without restriction or further registration under the Securities Act. Sales of substantial amounts of our Class A ordinary shares in the public market could materially and
adversely affect prevailing market prices of our ADSs and Class A ordinary shares.
Lock-Up Agreements
In connection with the Global Offering, we, Mr. Richard Qiangdong Liu, Huang River Investment Limited, a company wholly-owned by
Tencent, and Walmart have agreed, for a period of 90 days after the date of this prospectus supplement, not to offer, pledge, issue, sell, contract to sell, sell any option or contract to option, right or warrant to purchase, or otherwise transfer
or dispose of, directly or indirectly, any of our ordinary shares, in the form of ADSs or otherwise, or any securities convertible into or exchangeable or exercisable for our ordinary shares, in the form of ADSs or otherwise, without the prior
written consent of Merrill Lynch (Asia Pacific) Limited, UBS AG Hong Kong Branch and CLSA Limited, on behalf of the underwriters. The foregoing lock-up restrictions are subject to certain exceptions for each party. See
UnderwritingLock-Up Agreements. After the expiration of the 90-day period, the ordinary shares or ADSs held by Mr. Richard Qiangdong Liu may be sold in accordance with Rule 144 under the Securities Act or by means of registered
public offerings, and the ordinary shares or ADSs held by Huang River Investment Limited or Walmart may be sold in accordance with Rule 144 under the Securities Act or by means of registered public offerings, subject to the additional lock-up
restrictions as described below, as applicable.
In addition, each of Newheight Holdings Ltd., a company wholly owned by Walmart, and
Huang River Investment Limited, is subject to certain lock-up obligations pursuant to their respective subscription agreement or investor rights agreement with us. In the case of Walmart, Newheight Holdings
Ltd. shall not transfer, pledge or otherwise dispose of any of our ordinary shares, ADSs or other similar securities before June 20, 2021 without our prior written consent, subject to certain limited exceptions. In the case of Tencent, Huang
River Investment Limited shall not, and shall cause its subsidiaries not to, without our prior written consent, transfer, pledge or otherwise dispose of any of the 2,938,584 Class A ordinary shares we issued to Huang River Investment Limited on
May 27, 2020 within a 12-month period following May 27, 2020 to any person other than Tencent Holdings Limited or subsidiaries thereof. See Exhibits 4.27 and 4.39 to our 2019 Form 20-F for more information on their respective lock-up obligations.
Rule 144
Restricted securities as that term is defined in Rule 144 under the Securities Act and may be sold publicly in the United
States only if they are subject to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirement such as those provided by Rule 144 and Rule 701 promulgated under the Securities Act.
In general, under Rule 144 as currently in effect, beginning 90 days after we became a reporting company, a person (or persons whose shares
are aggregated) who at the time of a sale is not, and has not been during the three months preceding the sale, an affiliate of ours and has beneficially owned our restricted securities for at least six months will be entitled to sell the restricted
securities without registration under the Securities Act, subject only to the availability of current public information about us, and will be entitled to sell restricted
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