[Subject to Completion Dated , 2014. American Depositary Shares Jumei International Holding Limited Representing Class A Ordinary Shares This is an initial public offering of American depositary shares, or ADSs, of Jumei International Holding Limited, or Jumei. Jumei is offering ADSs. The selling shareholders identified in this prospectus are offering an aggregate additional ADSs. Each ADS represents of our Class] [THE COMPANIES LAW (2010 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF JUMEI INTERNATIONAL HOLDING LIMITED (Adopted by Special Resolution on November 18, 2011) 1. The name of the Company is Jumei International Holding Limited. 2. th The Registered Office of the Company shall be at P.O. Box 613, 4 3. The] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF JUMEI INTERNATIONAL HOLDING LIMITED (adopted by a Special Resolution passed on April 11, 2014 and effective conditional and immediately upon the completion of the initial public offering of the Company’s American Depository Shares representing its Class A Ordinary Shares)] [JUMEI INTERNATIONAL HOLDING LIMITED Name of Company: JUMEI INTERNATIONAL HOLDING LIMITED Number: Class A Ordinary Share(s): -[no. of shares]- Issued to: [name of shareholder] Dated Transferred from: Number Class A Ordinary Share(s) -[no. of shares]- Incorporated under the laws of the Cayman Islands Share capital is US$250,000 divided into 1,000,000,000 Shares comprising of (i) 840,000,000 Class A Ordinary Shares of] [JUMEI INTERNATIONAL HOLDING LIMITED SHAREHOLDERS AGREEMENT November 18, 2011 TABLE OF CONTENTS 1. DEFINITIONS 2 2. INFORMATION RIGHTS, INSPECTION RIGHTS AND BOARD REPRESENTATION 7 2.1 Information Rights and Inspection Rights 7 2.2 Board of Directors 9 3. REGISTRATION RIGHTS 10 3.1 Applicability of Rights 10 3.2 Definitions 10 3.3 Demand Registration 12 3.4 Piggyback Registrations 13] [THIS AMENDMENT TO SHAREHOLDERS AGREEMENT Amendment Company (1) Jumei International Holding Limited, an exempted company duly incorporated and validly existing under the Laws of the Cayman Islands with its registered address at P.O. Box 613, 4th Floor Harbour Centre, George Town, Grand Cayman KY1-1107, Cayman Islands (the “ Required Investors (2) K2 Partners L.P., Sequoia Capital China II L.P., Sequoia] [Our ref SSY/688757-000001/6901008v2 Direct tel +852 3690 7498 Email sophie.yu@maplesandcalder.com Jumei International Holding Limited 20th Floor, Tower B, Zhonghui Plaza 11 Dongzhimen South Road, Dongcheng District Beijing 100007 The People’s Republic of China 11 April 2014 Dear Sirs Jumei International Holding Limited Company Registration Statement Commission Offering ADSs Shares We have acted as Cayman Islands legal advisers to Jumei International] [SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP 300 SOUTH GRAND AVENUE FIRM/AFFILIATE LOS ANGELES, CALIFORNIA 90071-3144 OFFICES ——— ——— TEL: (213) 687-5000 BOSTON FAX: (213) 687-5600 CHICAGO www.skadden.com HOUSTON NEW YORK PALO ALTO SAN FRANCISCO WASHINGTON, D.C. WILMINGTON ——— BEIJING BRUSSELS FRANKFURT April 11, 2014 HONG KONG LONDON MOSCOW MUNICH PARIS SÃO PAULO SHANGHAI SINGAPORE] [JUMEI INTERNATIONAL HOLDING LIMITED 2011 GLOBAL SHARE PLAN Purposes of the Plan 1. Definitions 2. Acquisition Date (a) “ Administrator (b) “ Applicable Law (c) “ Award (d) “ Award Agreement (e) “ Board (f) “ Change in Control (g) “ (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the] [JUMEI INTERNATIONAL HOLDING LIMITED 2014 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan Company The purpose of the Jumei International Holding Limited 2014 Share Incentive Plan (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include the] [INDEMNIFICATION AGREEMENT Agreement Company Indemnitee THIS INDEMNIFICATION AGREEMENT (this “ WHEREAS, the Indemnitee has agreed to render valuable services to the Company; and Board of Directors WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee to render valuable services to the Company, the board of directors of the Company (the “ NOW, THEREFORE,] [JUMEI INTERNATIONAL HOLDING LIMITED DIRECTOR SERVICE AGREEMENT Agreement Company Director This Director Service Agreement (the “ I. SERVICES Board of Directors Board Effectiveness Date Expiration Date Memorandum and Articles 1.1 Director Services Director Services 1.2 II. COMPENSATION Compensation Schedule I 2.1 III. DUTIES OF DIRECTOR Fiduciary Duties 3.1 Confidentiality Confidential Information 3.2 3.3 Return of the Company Property Company Property] [EMPLOYMENT AGREEMENT Agreement” Company Executive Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company during the term of Employment and under the terms and conditions of] [Amended and Restated Equity Pledge Agreement Amended and Restated Equity Pledge Agreement Agreement PRC This Party A: BEIJING SILVIA TECHNOLOGY SERVICE CO., LTD. Pledgee th Party B LEO OU CHEN Pledgor Party C: EEMAKE MEDIA CO., LTD. nd Party Parties In this Agreement, each of the Pledgee, the Pledgor and Party C shall be referred to individually as a “] [Amended and Restated Equity Pledge Agreement Amended and Restated Equity Pledge Agreement Agreement PRC This Party A: BEIJING SILVIA TECHNOLOGY SERVICE CO., LTD. Pledgee th Party B: YUSEN DAI Pledgor Party C: REEMAKE MEDIA CO., LTD. nd Party Parties In this Agreement, each of the Pledgee, the Pledgor and Party C shall be referred to individually as a “ Whereas:] [Amended and Restated Equity Pledge Agreement Amended and Restated Equity Pledge Agreement Agreement PRC This Party A: BEIJING SILVIA TECHNOLOGY SERVICE CO., LTD. Pledgee th Party B: HUI LIU Pledgor Party C: REEMAKE MEDIA CO., LTD. nd Party Parties In this Agreement, each of the Pledgee, the Pledgor and Party C shall be referred to individually as a “ Whereas:] [LEO OU CHEN and HUI LIU and YUSEN DAI and BEIJING SILVIA TECHNOLOGY SERVICE CO., LTD. AMENDED AND RESTATED EXCLUSIVE OPTION AGREEMENT FOR REEMAKE MEDIA CO., LTD. January 24, 2014 AMENDED AND RESTATED EXCLUSIVE OPTION AGREEMENT Amended and Restated Exclusive Option Agreement Agreement This 1. Schedule I Each of the Shareholders Listed in LEO OU CHEN (1) HUI LIU (2)] [LEO OU CHEN and HUI LIU and YUSEN DAI and BEIJING SILVIA TECHNOLOGY SERVICE CO., LTD. and REEMAKE MEDIA CO., LTD. AMENDED AND RESTATED SHAREHOLDERS’ VOTING RIGHTS AGREEMENT FOR REEMAKE MEDIA CO., LTD. January 24, 2014 AMENDED AND RESTATED SHAREHOLDERS’ VOTING RIGHTS AGREEMENT Amended and Restated Shareholders’ Voting Rights Agreement Agreement This 1. Schedule I Each of the Shareholders Listed] [JUMEI YOUPIN (BEIJING) SCIENCE AND TECHNOLOGY SERVICES CO., LTD. and REEMAKE MEDIA CO., LTD. EXCLUSIVE CONSULTING AND SERVICES AGREEMENT April 8, 2011 EXCLUSIVE CONSULTING AND SERVICES AGREEMENT Exclusive Consulting and Services Agreement Agreement PRC This (1) Jumei Youpin (Beijing) Science and Technology Services Co., Ltd., th Party A (2) Reemake Media Co., Ltd. Party B Party Parties (each a “] [POWER OF ATTORNEY Power of Attorney Proxy This Power of Attorney (the “ Company I, LEO OU CHEN, hereby grant to the Proxy a general proxy authorizing the Proxy to exercise, as my proxy and on my behalf, the following rights enjoyed by myself in my capacity as a shareholder of Reemake Media Co., Ltd. (the “ (1) to propose] [List of Subsidiaries and Consolidated Affiliated Entities of Jumei International Holding Limited Place of Incorporation Subsidiaries Jumei Hongkong Limited Hong Kong Shanghai Paddy Commerce and Trade Co., Ltd. PRC Chengdu Jumei Youpin Science and Technology Co., Ltd. PRC Tianjin Cycil Information Technology Co., Ltd. PRC Tianjin Darren Trading Co., Ltd. PRC Beijing Silvia Technology Service Co., Ltd. PRC Consolidated Affiliated] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of Jumei International Holding Limited of our report dated March 20, 2014, except for Note 18, which is as of April 11, 2014, relating to the financial statements of Jumei International Holding Limited, which appears in such Registration Statement. We] [April 11, 2014 Jumei International Holding Limited 20th Floor, Tower B, Zhonghui Plaza 11 Dongzhimen South Road, Dongcheng District Beijing 100007 The People’s Republic of China Re: Jumei International Holding Limited Ladies and Gentlemen, We hereby consent to the references to our name and the inclusion of information, data and statements from our research reports and amendments thereto, including but] [JUMEI INTERNATIONAL HOLDING LIMITED CODE OF BUSINESS CONDUCT AND ETHICS I. PURPOSE Code Company This Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: • honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; • SEC • • prompt internal] [Jumei International Holding Limited April 11, 2014 Re: Legal Opinion on Certain PRC Law Matters Dear Sirs, PRC We are lawyers qualified in the People’s Republic of China (the “ Company Registration Statement SEC Offering ADSs We have acted as PRC legal counsel to Jumei International Holding Limited (the “ Appendix A VIE Agreements Documents In so acting, we have] [Jumei International Holding Limited 20th Floor, Tower B, Zhonghui Plaza 11 Dongzhimen South Road, Dongcheng District Beijing 100007 The People’s Republic of China January 30, 2014 Confidential 100 F Street, N.E. Re: Jumei International Holding Limited Dear Sir/Madam, Company Draft Registration Statement ADSs Commission The Company has included in the Draft Registration Statement its audited consolidated financial statements as of]