East Stone Acquisition 8-KEast Stone Acquisition Corporation Announces Business Combination with JHD Holdings (Cayman) Limited, an Innovative Merchant Enablement Platform in Lower-Tier Cities in China

Exhibit 10.3

Execution Version

JHD Holdings (Cayman) Limited
14/F Golden Centre

188 Des Voeux Road Central
Hong Kong

East Stone Acquisition Corporation
25 Mall Road, Suite 330
Burlington, MA 01803

February 16, 2021

Re: Forfeiture of Founder Shares

Ladies and Gentlemen:

Reference is made to that certain Business Combination Agreement, dated as of the date hereof (as it may be amended, the “Business Combination Agreement”), by and among (i) East Stone Acquisition Corporation, a British Virgin Islands business company (the “Purchaser”), (ii) Navy Sail International Limited, a British Virgin Islands company, as Purchaser Representative, (iii) JHD Technologies Limited, a Cayman Islands company (“Pubco”), (iii) Yellow River MergerCo Limited, a British Virgin Islands company and a wholly-owned subsidiary of Pubco (“Merger Sub”), (iv) JHD Holdings (Cayman) Limited, a Cayman Islands company (the “Company”), (v) solely for purposes of Section 10.3 and Articles XII and XIII, as applicable, Double Ventures Holdings Limited, a British Virgin Islands business company (the “Sponsor”) and (vi) Yellow River (Cayman) Limited, a Cayman Islands company (the “Primary Seller”), and each of the holders of the Company’s capital shares that become parties to the Business Combination Agreement after the date hereof (each individually, a “Seller”, and collectively with the Primary Seller, the “Sellers”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings ascribed thereto in the Business Combination Agreement.

In order to induce the Company and the Purchaser to enter into the Business Combination Agreement, the Purchaser’s sponsor, Double Ventures Holdings Limited, a British Virgin Islands business company (“Sponsor”), Xiaoma (Sherman) Lu, Chunyi (Charlie) Hao, Navy Sail International Limited, a British Virgin Islands business company (collectively with the Sponsor, the “Primary Initial Shareholders”) have agreed to enter into this letter agreement (this “Agreement”) relating to the Founder Shares initially purchased by the Sponsor in a private placement prior to the IPO, which shares are currently held by the Primary Initial Shareholders and certain other initial shareholders of Purchaser in such amounts as set forth on Exhibit 1 hereto, and which shares represent approximately ninety eight percent (98%) of the outstanding Founder Shares as of the date hereof.

For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Primary Initial Shareholder hereby agrees as follows:

(a)  For purposes of this Agreement, the following definitions shall apply:

(i)  “Base Cash Amount” means the excess of (x) the Target Purchaser Cash, over (y) the Minimum Purchaser Cash.

(ii)  “Cash Shortfall” means the excess of the Target Purchaser Cash over the Purchaser Cash at Closing; provided that if the Cash Shortfall exceeds the Base Cash Amount, the Cash Shortfall shall be deemed to equal the Base Cash Amount.

(iii)  “Forfeited Shares” means the product of (x) the aggregate number of Founder Shares held by the Primary Initial Shareholders at the time of the Closing, multiplied by (y) the Forfeiture Percentage.

(iv)  “Forfeiture Percentage” means a percentage equal to the product of 50% multiplied by a fraction (x) the numerator of which is the Cash Shortfall and (y) the denominator of which is the Base Cash Amount.

(v)  “Founder Pro Rata Share” means, with respect to each Primary Initial Shareholder, the percentage determined by dividing the number of Founder Shares owned by such Primary Initial Shareholder immediately prior to the Closing by the aggregate number of Founder Shares owned by all Primary Initial Shareholders immediately prior to the Closing.

(vi)  “Minimum Purchaser Cash” means an amount of Purchaser Cash equal to [Seventy Million U.S. Dollars ($70,000,000)].

(vii)  “Purchaser Cash” means the amount of Purchaser’s cash and cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment of the Redemption and the proceeds of any PIPE Investment immediately prior to the Closing).

(viii)  “Target Purchaser Cash” means an amount of Purchaser Cash equal to [One Hundred Million U.S. Dollars ($100,000,000)].

{Remainder of Page Intentionally Left Blank; Signature page follows}

Please indicate your agreement to the foregoing by signing in the space provided below.

Accepted and agreed, effective as of the date first set forth above:

[Signature Page to Founder Share Letter]

Exhibit 1
Founder Shares