UNITED STATES

  SECURITIES AND EXCHANGE COMMISSION

  Washington, DC 20549

       

 


 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

WOWO LIMITED

(Name of Issuer)

 

Ordinary Shares, par value US$0.00001 per share

(Title of Class of Securities)

 

98212L 101 (1)

(CUSIP Number)

 

Mr. Maodong Xu

Third Floor, Chuangxin Building, No. 18 Xinxi Road

Haidian District, Beijing, People’s Republic of China

Phone: (8610) 5906-5000

 

With a copy to:

 

Will H. Cai, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

42/F, Edinburgh Tower, The Landmark

15 Queen's Road Central

Hong Kong

Phone: +852 3740-4700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

September 11, 2015

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o .

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (" Act ") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


(1)    This CUSIP number applies to the Issuer’s American Depositary Shares, each representing 18 ordinary shares of the Issuer. 

 

 

 

 


CUSIP No. 98212L 101
  Page 1 of 13 Pages

 
1. Names of Reporting Persons
New Field Worldwide Ltd
2. Check the Appropriate Box if a Member of a Group
  (a)   o
  (b)   x
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f)      o
6. Citizenship or Place of Organization
British Virgin Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
294,410,503
8. Shared Voting Power
0
9. Sole Dispositive Power
294,410,503
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
294,410,503
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    x
13. Percent of Class Represented by Amount in Row (11)
20.5% (2)
14. Type of Reporting Person
CO
         

 


(2) Calculated based on the number in Row 11 above divided by 1,437,845,558 Ordinary Shares (as defined below) as of the Closing Date (as defined below), as reported to the Reporting Persons by the Issuer. 

 

 

 

 


CUSIP No. 98212L 101
  Page 2 of 13 Pages

 

 
1. Names of Reporting Persons
Estate Spring Limited
2. Check the Appropriate Box if a Member of a Group
  (a) o
  (b) x
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f)      o
6. Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
27,000,000
8. Shared Voting Power
0
9. Sole Dispositive Power
27,000,000
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
27,000,000
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    x
13. Percent of Class Represented by Amount in Row (11)
1.9% (2)
14. Type of Reporting Person
CO
         

 


(2) Calculated based on the number in Row 11 above divided by 1,437,845,558 Ordinary Shares (as defined below) as of the Closing Date (as defined below), as reported to the Reporting Persons by the Issuer.

 

 

 

 


CUSIP No. 98212L 101
  Page 3 of 13 Pages

 

 
1. Names of Reporting Persons
Link Crossing Limited
2. Check the Appropriate Box if a Member of a Group
  (a)   o
  (b)   x
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f)      o
6. Citizenship or Place of Organization
British Virgin Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
5,447,208
8. Shared Voting Power
0
9. Sole Dispositive Power
5,447,208
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
5,447,208
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    x
13. Percent of Class Represented by Amount in Row (11)
0.4% (2)
14. Type of Reporting Person
CO
         

 


(2) Calculated based on the number in Row 11 above divided by 1,437,845,558 Ordinary Shares (as defined below) as of the Closing Date (as defined below), as reported to the Reporting Persons by the Issuer. 

 

 

 

 


CUSIP No. 98212L 101
  Page 4 of 13 Pages

 

 
1. Names of Reporting Persons
Blue Ivy Holdings Limited
2. Check the Appropriate Box if a Member of a Group
  (a)   o
  (b)   x
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f)      o
6. Citizenship or Place of Organization
British Virgin Islands
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
2,684,657
8. Shared Voting Power
0
9. Sole Dispositive Power
2,684,657
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
2,684,657
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    x
13. Percent of Class Represented by Amount in Row (11)
0.2% (2)
14. Type of Reporting Person
CO
         

 


(2) Calculated based on the number in Row 11 above divided by 1,437,845,558 Ordinary Shares (as defined below) as of the Closing Date (as defined below), as reported to the Reporting Persons by the Issuer. 

 

 

 

 


CUSIP No. 98212L 101
  Page 5 of 13 Pages

 

 
1. Names of Reporting Persons
Maodong Xu
2. Check the Appropriate Box if a Member of a Group
  (a) o
  (b) x
3. SEC Use Only
4. Source of Funds
OO
5. Check Box if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(e) or 2(f)      o
6. Citizenship or Place of Organization
People’s Republic of China
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
7. Sole Voting Power
478,642,500
8. Shared Voting Power
0
9. Sole Dispositive Power
329,542,368
10. Shared Dispositive Power
0
11. Aggregate Amount Beneficially Owned by Each Reporting Person
478,642,500
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares    x
13. Percent of Class Represented by Amount in Row (11)
33.3% (2)
14. Type of Reporting Person
IN
         

 


(2) Calculated based on the number in Row 11 above divided by 1,437,845,558 Ordinary Shares (as defined below) as of the Closing Date (as defined below), as reported to the Reporting Persons by the Issuer.

 

 

 


CUSIP No. 98212L 101
  Page 6 of 13 Pages

 

 

Item 1. Securities and Issuer

 

  This statement on Schedule 13D (this “ Statement ”) relates to the ordinary shares, par value $0.00001 per share (the “ Ordinary Shares ”), of Wowo Limited, a company organized under the laws of the Cayman Islands (the “ Issuer ”).
   
  The Issuer’s American depositary shares (the “ ADSs ”), each representing eighteen Ordinary Shares, are listed on the NASDAQ Global Market under the symbol “WOWO.”
   
  The principal executive offices of the Issuer are located at Third Floor, Chuangxin Building, No. 18 Xinxi Road, Haidian District, Beijing, People’s Republic of China.

 

Item 2. Identity and Background

 

(a)  This Statement is being filed jointly by the following persons (each, a “ Reporting Person ” and collectively, the “ Reporting Persons ”):
     
  (i) New Field Worldwide Ltd, a company incorporated and existing under the laws of British Virgin Islands (“ New Field ”);
     
  (ii) Estate Spring Limited, a company incorporated and existing under the laws of Cayman Islands (“ Estate Spring ”);
     
  (iii) Link Crossing Limited, a company incorporated and existing under the laws of British Virgin Islands (“ Link ”);
     
  (iv) Blue Ivy Holdings Limited, Link Crossing Limited , a company incorporated and existing under the laws of British Virgin Islands (“ Blue Ivy ”, and together with New Field, Estate Spring and Link, “ Mr. Xu’s Entities ”); and
     
  (v) Mr. Maodong Xu (“ Mr. Xu ”), a citizen of the People’s Republic of China.

   

(b) The principal business address of each of Mr. Xu’s Entities is Third Floor, Chuangxin Building, No. 18 Xinxi Road, Haidian District, Beijing, People’s Republic of China. The principal business of Mr. Xu’s Entities is to hold investments.
   
  The principal business address of Mr. Xu is Third Floor, Chuangxin Building, No. 18 Xinxi Road, Haidian District, Beijing, the People’s Republic of China.

  

(c) Mr. Xu is the sole director of each of Mr. Xu’s Entities and the present principal occupation of Mr. Xu is the co-chairperson of the board of directors of the Issuer.
   
(d) — (e) During the last five years, none of the Reporting Persons has been: (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f) see Item 2(a).

 

 

 

 


CUSIP No. 98212L 101
  Page 7 of 13 Pages

 

 

The Reporting Persons may be deemed to be a member of a “group”, within the meaning of Section 13(d)(3) of the Act, with Zhejiang Sunward Fishery Restaurant Group Share Co., Ltd. (“ Sunward ”), a company incorporated and existing under the laws of People’s Republic of China, Markland (Hong Kong) Investment Limited (“Markland”, and together with Sunward, “ Ms. Zhu’s Entities ”), a company incorporated and existing under the laws of Hong Kong Special Administrative Region of the People’s Republic of China (“ Hong Kong ”), Ms. Xiaoxia Zhu (“ Ms. Zhu ”), the co-chairperson and co-chief executive officer of the Issuer and a citizen of the People’s Republic of China, Extensive Power Limited (“ Extensive ”), a company incorporated under the laws of Hong Kong, and Ms. Huimin Wang (“ Ms. Wang ”), a director of the Issuer and a citizen of the People’s Republic of China.
   
  Consequently, the Reporting Persons may be deemed to beneficially own the Ordinary Shares beneficially owned by such other members of the group. Although the Reporting Persons do not affirm that such a “group” has been formed, to the extent that such a group exists, this Schedule 13D shall constitute an individual filing by the Reporting Persons, as members of such group, pursuant to Rule 13d-1(k)(2) of the Act. Ms. Zhu, together with Ms. Zhu’s Entities and Ms. Wang, together with Extensive separately filed the Schedule 13D on June 18, 2015 and June 19, 2015, respectively, pursuant to Rule 13d-1(k)(2) of the Act.

  

The Reporting Persons entered into a Joint Filing Agreement on September 21, 2015 (the “ Joint Filing Agreement ”), pursuant to which they have agreed to file this Statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. A copy of the Joint Filing Agreement is attached hereto as Exhibit 99.1 .

 

Item 3 Source and Amount of Funds or Other Consideration
   
  Mr. Xu and the Issuer entered into a Subscription Agreement on June 5, 2015 (the “ Subscription Agreement ”) and an Amendment to the Subscription Agreement on September 7, 2015 (the “ Amendment to the Subscription Agreement ”). Pursuant to the Subscription Agreement, as amended, Estate Spring subscribed for 27,000,000 Ordinary Shares (the “ Subscription Shares ”) with a total purchase price of US$15,000,000 on September 11, 2015 (the “ Closing Date ”).
   
  The source of funds for Estate Spring’s acquisition of beneficial ownership of the Ordinary Shares is capital contributions made by Mr. Xu. 
   
  The description of the Subscription Agreement and the Amendment to the Subscription Agreement is qualified in its entirety by reference to Exhibit 99.2 and Exhibit 99.3 , which are incorporated herein by reference.
   
Item 4 Purpose of Transaction
   
  The information set forth in Items 3, 5 and 6 is hereby incorporated by reference in its entirety in this Item 4.
   
  The Reporting Persons acquired approximately 1.9% of the Issuer’s outstanding Ordinary Shares pursuant to the Subscription Agreement, as amended, for investment purposes. Consistent with such purposes, and subject to the limitations, rules and requirements under applicable law, limitations under the charter and bylaws of the Issuer, as well as any restrictions under the transaction documents described under Items 5 and 6 below, Mr. Xu, as the co-chairperson of the board of directors of the Company, may engage in communications with, without limitation, management of the Issuer, one or more members of the board of directors of the Issuer, other shareholders of the Issuer and other relevant parties, and may make suggestions, concerning the business, assets, capitalization, financial condition, operations, governance, management, prospects, strategy, strategic transactions, financing strategies and alternatives, and future plans of the Issuer, and such other matters as the Reporting Persons may deem relevant to their investment in the Issuer.

  

 

 


CUSIP No. 98212L 101
  Page 8 of 13 Pages

 

  Although the Reporting Persons have no present intention to acquire additional securities of the Issuer, they intend to review their investment on a regular basis and, as a result thereof and subject to the terms and conditions of the transaction documents described in the Statement, may at any time or from time to time determine, either alone or as part of a group, (i) to acquire additional securities of the Issuer, through open market purchases, privately negotiated transactions or otherwise, (ii) to dispose of all or a portion of the securities of the Issuer owned by it in the open market, in privately negotiated transactions or otherwise or (iii) to take any other available course of action, which could involve one or more of the types of transactions or have one or more of the results described in the next paragraph of this Item 4. Any such acquisition or disposition or other transaction would be made in compliance with all applicable laws and regulations and subject to the restrictions on transfers set forth in the transaction documents described in the Statement. Notwithstanding anything contained herein, each of Reporting Persons specifically reserves the right to change its intention with respect to any or all of such matters. In reaching any decision as to its course of action (as well as to the specific elements thereof), each of the Reporting Persons currently expects that it would take into consideration a variety of factors, including, but not limited to, the following: the Issuer’s business and prospects; other developments concerning the Issuer and its businesses generally; other business opportunities available to the Reporting Persons; changes in law and government regulations; general economic conditions; and money and stock market conditions, including the market price of the securities of the Issuer.
   
  Except as set forth in this Statement or in the transaction documents described herein, none of the Reporting Persons has any present plans or proposals that relate to or would result in:

  

(a) The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

 

(b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer;

 

(c) A sale or transfer of a material amount of assets of the Issuer;

 

(d) Any change in the present board or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

 

(e) Any material change in the present capitalization or dividend policy of the Issuer;

 

(f) Any other material change in the Issuer’s business or corporate structure;

 

(g) Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer by any person;

 

(h) A class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 

(i) A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act; or

 

(j) Any action similar to any of those enumerated above.

 

 

 

 


CUSIP No. 98212L 101
  Page 9 of 13 Pages

 

Item 5 Interest in Securities of the Issuer
   
  The responses to Items 2, 4 and 6, and rows (7) through (13) of the cover pages of this Statement are hereby incorporated by reference in their entirety in this Item 5.
   
(a) - (b)  The aggregate number of the Ordinary Shares and the percentage of total outstanding Ordinary Shares beneficially owned by each Reporting Person are set forth below. References to percentage ownerships of the Ordinary Shares in this Statement are based on 1,437,845,558 Ordinary Shares outstanding as of the Closing Date as reported to the Reporting Persons by the Issuer on the Closing Date.
   
  New Field holds and is deemed to beneficially own 294,410,503 Ordinary Shares, representing approximately 20.5% of the Issuer’s outstanding Ordinary Shares. Mr. Xu is the sole shareholder and the sole director of New Field. Mr. Xu may be deemed to beneficially own all of the Ordinary Shares held by New Field.

Estate Spring holds and is deemed to beneficially own 27,000,000 Ordinary Shares, representing approximately 1.9% of the Issuer’s outstanding Ordinary Shares. Mr. Xu is the sole director of Estate Spring. Mr. Xu, through his and his family member’s indirect shareholding, owns approximately 84.7% of the ordinary shares of Estate Spring. Mr. Xu may be deemed to beneficially own all of the Ordinary Shares held by Estate Spring.

Link holds and is deemed to beneficially own 5,447,208 Ordinary Shares, representing approximately 0.4% of the Issuer’s outstanding Ordinary Shares. Mr. Xu is the sole shareholder and the sole director of Link. Mr. Xu may be deemed to beneficially own all of the Ordinary Shares held by Link.

Blue Ivy holds and is deemed to beneficially own 2,684,657 Ordinary Shares, representing approximately 0.2% of the Issuer’s outstanding Ordinary Shares. Mr. Xu is the sole shareholder and the sole director of Blue Ivy. Mr. Xu may be deemed to beneficially own all of the Ordinary Shares held by Blue Ivy.
   
  In connection with the Subscription Agreement, as amended and the SPA (as defined below), as amended, on September 7, 2015, Mr. Xu entered into a voting agreement and the grant of proxy (the “ Proxy ”) with Ms. Wang and Extensive. Pursuant to the Proxy, Extensive shall vote all the 149,100,132 Ordinary Shares it holds in the Issuer (the “ Extensive Shares ”) and otherwise consent in a manner as may be directed by Mr. Xu in Mr. Xu’s sole and absolute discretion. Extensive appointed Mr. Xu as its proxy and attorney-in-effect to vote all the Extensive Shares at any meeting of the shareholders of the Issuer. The Proxy will continue until September 7, 2016. Accordingly, Mr. Xu may be deemed to own the sole voting power with respect to the Extensive Shares. A copy of the Proxy is attached hereto as Exhibit 99.4 . The description of the SPA contained herein is qualified in its entirety by reference to Exhibit 99.4 , which is incorporated herein by reference.
   
  Consequently, Mr. Xu may be deemed to have beneficial ownership over an aggregate of 478,642,500 Ordinary Shares, representing approximately 33.3% of the Issuer’s outstanding Ordinary Shares.
   
  On June 5, 2015, Sunward, Markland, Extensive, Junhe Investment Pte. Ltd., Shanghai Zhong Ju Investment Management Center, Global Oriental Development Limited, Asia Global Develop Limited, Markland (Hong Kong) Planning Limited, Youlong Huang, Ning Lin, Wai Poon, Gang Wang and Guoping Wu (collectively, the “ Sellers ”), the Issuer, New Admiral Limited, a wholly owned subsidiary of the Issuer, which is a company with limited liability incorporated under the laws of the Cayman Islands (“ New Admiral ”), entered into a Share Purchase Agreement (the “ SPA ”), pursuant to which, the Issuer issued and sold to the Sellers a total of 741,422,780 Ordinary Shares on June 8, 2015 (the “ SPA Closing Date ”), in exchange for which the Sellers transferred all issued and outstanding shares of Join Me Group (HK) Investment Company Limited, a company incorporated in Hong Kong with limited liability, to New Admiral. In connection with the Amendment to the Subscription Agreement, on September 7, 2015, the relevant parties entered into an Amendment to Share Purchase Agreement (the “ Amendment to SPA ”).
   
  A copy of the SPA and the Amendment to SPA is attached hereto as Exhibit 99.5 and Exhibit 99.6 . The description of the SPA and the Amendment to SPA contained herein is qualified in its entirety by reference to Exhibit 99.5 and Exhibit 99.6 , which is incorporated herein by reference.

 

 

 

 


CUSIP No. 98212L 101
  Page 10 of 13 Pages

 

  Based on the Schedule 13D filed by Ms. Zhu and Ms. Zhu’s Entities on June 18, 2015, at the closing of the transactions contemplated under the SPA, Sunward and Markland acquired and were deemed to beneficially own 158,219,624 Ordinary Shares and 110,990,992 Ordinary Shares, respectively. Ms. Zhu may be deemed to have beneficial ownership over the Ordinary Shares held by Sunward and Markland.
   
  Based on the Schedule 13D filed by Ms. Wang and Extensive on June 19, 2015, at the closing of the transactions contemplated under the SPA, Extensive acquired and was deemed to beneficially own 149,100,132 Ordinary Shares. Ms. Wang may be deemed to have beneficial ownership over the Ordinary Shares held by Extensive.
   
  In connection with the transactions contemplated under the SPA and contemporaneously with the execution of the SPA, Mr. Xu entered into a voting agreement (the “ Voting Agreement ”) with Ms. Wang and Ms. Zhu (Mr. Xu, Ms. Zhu and Ms. Wang collectively, the “ Key Shareholders ”). Pursuant to the Voting Agreement, Ms. Zhu, Ms. Wang and Mr. Xu, respectively, shall be entitled to designate up to two, two and three individuals for the appointment and election of the directors of the Issuer (except that during 6 months after the SPA Closing Date, Mr. Xu shall be entitled to designate up to four directors) and the Key Shareholders shall be entitled to jointly designate up to three individuals, provided that the Key Shareholders and their controlled affiliates continue to beneficially own the relevant numbers of shares as required thereunder. Each Key Shareholder undertakes, and shall cause his/her controlled affiliate to, vote or execute consents with respect to all Ordinary Shares of the Company held or beneficially owned by such Key Shareholder or his/her controlled affiliate, and take all other necessary or desirable action to cause designated individuals to be elected to the board of the Issuer and prevent the removal of designated directors. A copy of the Voting Agreement is attached hereto as Exhibit 99.7 . The description of the Voting Agreement contained herein is qualified in its entirety by reference to Exhibit 99.7 , which is incorporated herein by reference.
   
  Pursuant to Rule 13d-3(a) under the Act, the Reporting Persons may be deemed to share voting power with respect to the Ordinary Shares held by Ms. Zhu, Ms. Zhu’s Entities, Ms. Wang and Extensive. The Reporting Persons expressly disclaim beneficial ownership of such Ordinary Shares pursuant to Rule 13d-4 under the Act.
   
  Except as disclosed in this Statement, none of the Reporting Persons beneficially owns any Ordinary Shares or has the right to acquire any Ordinary Shares.
   
  Except as disclosed in this Statement, none of the Reporting Persons presently has the power to vote or to direct the vote or to dispose or direct the disposition of any Ordinary Shares that they may be deemed to beneficially own.
   
  Other than as set forth herein, to the knowledge of each of the Reporting Persons, no Ordinary Shares are beneficially owned by any of the persons identified in Item 2 of this Statement.
   
(c) Except as disclosed in this Statement, none of the Reporting Persons has effected any transaction in the Ordinary Shares during the past 60 days.
   
(d) Except as disclosed in this Statement, to the best knowledge of the Reporting Persons, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Ordinary Shares beneficially owned by the Reporting Persons.
   
(e) Not applicable.
   
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

  

 

 

 


CUSIP No. 98212L 101
  Page 11 of 13 Pages

 

The information set forth in Items 3, 4 and 5 are hereby incorporated by reference in their entirety in this Item 6.

 

Registration Rights Agreement

 

In connection with the SPA, the Issuer entered into a Registration Rights Agreement dated as of June 8, 2015 with the Sellers, Mr. Xu, New Field, Link and Blue Sky (the “ Registration Rights Agreement ”), pursuant to which the Issuer granted certain registration rights to the Sellers, Mr. Xu and New Field, Link and Blue Sky with respect to the Ordinary Shares to be owned by them at the SPA Closing Date. A copy of the Registration Rights Agreement is attached hereto as Exhibits 99.8 . The description of the Registration Rights Agreement contained herein is qualified in its entirety by reference to Exhibit 99.8 , which is incorporated herein by reference.

  

Lock-Up Agreement

 

In connection with the SPA, the Issuer entered into a Lock-Up Agreement dated as of June 8, 2015, with Mr. Xu (the “ Lock-Up Agreement ”), pursuant to which Mr. Xu agreed with the Issuer not to directly or indirectly offer, pledge, lend, sell, contract to sell, grant any option to purchase, purchase any option or contract to sell, make any short sale, request the Issuer to file a registration statement with respect to, or otherwise dispose of that number of the Ordinary Shares beneficially owned by Mr. Xu as of the SPA Closing Date and the Ordinary Shares acquired under the Subscription Agreement, as amended (collectively, the “ Lock-Up Shares ”) without the prior written consent of the Issuer’s board of directors, subject to certain conditions therein. The restrictions on one third of the Lock-Up Shares will be removed on each anniversary of the SPA Closing Date. A Copy of the Form Lock-Up Agreement is attached hereto as Exhibits 99.9 . The description of the Lock-up Agreement contained herein is qualified in its entirety by reference to Exhibit 99.9 , which is incorporated herein by reference.

 

Item 7.                                                         Material to be Filed as Exhibits.

 

Exhibit No.   Description
     
Exhibit 99.1:   Joint Filing Statement
     
Exhibit 99.2:   Share Subscription Agreement, dated as of June 5, 2015, by and between Wowo Limited and Maodong Xu
     
Exhibit 99.3:   Amendment to Subscription Agreement, dated as of September 7, 2015, by and between Wowo Limited and Maodong Xu
     
Exhibit 99.4:   Voting Agreement and Grant of Proxy, dated as of September 7, 2015, by and between Wowo Limited, Maodong Xu, Extensive Power Limited and Huimin Wang
     
Exhibit 99.5:   Share Purchase Agreement, dated as of June 5, 2015, by and among Wowo Limited, New Admiral Limited, Zhejiang Sunward Fishery Restaurant Group Share Co., Ltd. ( 浙江向阳渔港集团股份有限公司 ), Junhe Investment Pte. Ltd., Shanghai Zhong Ju Investment Management Center ( 上海众钜投资管理中心(有限合伙) ), Extensive Power Limited, Global Oriental Development Limited, Asia Global Develop Limited, Markland (Hong Kong) Investment Limited, Markland (Hong Kong) Planning Limited, Youlong Huang, Ning Lin, Wai Poon, Gang Wang and Guoping Wu
     
Exhibit 99.6:   Amendment to Share Purchase Agreement, dated as of September 7, 2015, by and between Wowo Limited, New Admiral Limited and the representative of the Sellers
     
Exhibit 99.7:   Voting Agreement, dated as of June 5, 2015, by and among Xiaoxia Zhu, Huimin Wang and Maodong Xu

 

 

 

 


CUSIP No. 98212L 101
  Page 12 of 13 Pages

 

     
Exhibit 99.8:   Registration Rights Agreement, dated as of June 8, 2015, by and among Wowo Limited, New Admiral Limited, Zhejiang Sunward Fishery Restaurant Group Share Co., Ltd. ( 浙江向阳渔港集团股份有限公司 ), Junhe Investment Pte. Ltd., Shanghai Zhong Ju Investment Management Center ( 上海众钜投资管理中心(有限合伙) ), Extensive Power Limited, Global Oriental Development Limited, Asia Global Develop Limited, Markland (Hong Kong) Investment Limited, Markland (Hong Kong) Planning Limited, Youlong Huang, Ning Lin, Wai Poon, Gang Wang, Guoping Wu, New Field Worldwide Ltd., Link Crossing Limited, Blue Ivy Holdings Limited and Maodong Xu
     
Exhibit 99.9:   Lock-Up Agreement, dated as of June 8, 2015, by and between Wowo Limited and Maodong Xu

 

 

 


CUSIP No. 98212L 101
  Page 13 of 13 Pages

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

Dated: September 21, 2015

 

  New Field Worldwide Ltd  
     
  By: /s/ Maodong Xu                                                                             
  Name: Maodong Xu  
  Title: Director  
     
  Link Crossing Limited  
     
  By: /s/Maodong Xu _________________________________  
  Name: Maodong Xu  
  Title: Director  
     
  Blue Ivy Holdings Limited  
     
  By: /s/Maodong Xu _________________________________  
  Name: Maodong Xu  
  Title: Director  
     
  Estate Spring Limited  
     
  By: /s/Maodong Xu _________________________________  
  Name: Maodong Xu  
  Title: Director  
     
 

 

Maodong Xu

 
     
  /s/Maodong Xu ____________________________________  
     
       

 

 

 

 

Exhibit 99.1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares, par value of $0.00001 per share, of Wowo Limited, a Cayman Islands company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

[Signature page to follow]

 

 

 

 

 

Signature Page

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of September 21, 2015.

 

 

  New Field Worldwide Ltd  
     
  By: /s/Maodong Xu                                                                             
  Name: Maodong Xu  
  Title: Director  
     
  Link Crossing Limited  
     
  By: /s/Maodong Xu__ _______________________________  
  Name: Maodong Xu  
  Title: Director  
     
  Blue Ivy Holdings Limited  
     
  By: /s/Maodong Xu _________________________________  
  Name: Maodong Xu  
  Title: Director  
     
  Estate Spring Limited  
     
  By: /s/Maodong Xu _________________________________  
  Name: Maodong Xu  
  Title: Director  
     
 

 

Maodong Xu

 
     
  /s/ Maodong Xu____ _______________________________  
     
       

 


 

 

Exhibit 99.2

 

SUBSCRIPTION AGREEMENT

 

This Subscription Agreement (this “ Agreement ”) is made as of June 5, 2015 by and among Wowo Limited, a company incorporated in the Cayman Islands (the “ Company ”) and Mr. Maodong Xu (the “ Purchaser ”). The Purchaser and the Company are sometimes each referred to herein as a “ Party, ” and collectively as the “ Parties .”

 

WHEREAS, New Admiral Limited, a wholly owned subsidiary of the Company and the Company entered into certain Share Purchase Agreement (the “ Share Purchase Agreement ”) with certain shareholders of Join Me Group (HK) Investment Company Limited (the “ Join Me ”), a company incorporated in Hong Kong with limited liability;

 

WHEREAS, the Share Purchase Agreement contemplates that the Company and the Purchaser will enter into this Agreement; and

 

WHEREAS, the Company desires to issue and sell to the Purchaser, and the Purchaser, wishes to purchase from the Company ordinary shares (“ Ordinary Shares ”) of the Company in a private placement exempt from registration pursuant to Regulation S of the U.S. Securities Act of 1933, as amended (“ Regulation S ” and the “ Securities Act ,” respectively).

 

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the Parties hereto agree as follows:

 

ARTICLE I

 

PURCHASE AND SALE

 

Section 1.1 Issuance, Sale and Purchase of Ordinary Shares . Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined below), the Purchaser agrees to purchase and the Company agrees to sell and issue to the Purchaser, 72,000,000 Ordinary Shares at that amount of consideration of US$40,000,000; it being understood that the Purchaser may assign all of his rights and obligations under this Agreement to a special purpose vehicle beneficially owned and controlled by the Purchaser (the “ Purchaser Vehicle ”). The shares of Ordinary Shares issued to the Purchaser pursuant to this Agreement shall be referred to as the “ Purchased Shares .”

 

Section 1.2 Closing .

 

(a) Closing . Subject to Section 1.3, the closing (the “ Closing ”) of the sale and purchase of the Ordinary Shares pursuant to Section 1.1 shall take place remotely via the electronic exchange of the closing documents and signatures (followed by prompt delivery of the originals therefor) on a day within one month after the date hereof, as designated by the Purchaser. The date and time of the Closing are referred to herein as the “ Closing Date .”

 

 

 

 

(b) Payment and Delivery . At the Closing, the Purchaser shall pay and deliver or cause the Purchaser Vehicle to pay and deliver the total cash consideration to the Company in U.S. dollars by wire transfer, of immediately available funds to such bank account designated in writing by the Company, and the Company shall deliver one or more duly executed share certificates in original form, registered in the name of the Purchaser or Purchaser Vehicle, together with a certified true copy of the register of members of the Company, evidencing the Ordinary Shares being issued and sold to the Purchaser or the Purchaser Vehicle.

 

(c) Restrictive Legend . Each certificate representing the Purchased Shares shall be endorsed with the following legend:

 

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (AS AMENDED, THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS SECURITY MAY NOT BE TRANSFERRED, SOLD OR OFFERED FOR SALE: (A) IN THE ABSENCE OF (1) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, OR (2) AN EXEMPTION OR QUALIFICATION UNDER APPLICABLE SECURITIES LAWS, AND IN THE CASE OF CLAUSE (2), UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED; AND (B) WITHIN THE UNITED STATES OR TO ANY U.S. PERSON, AS EACH OF THOSE TERMS IS DEFINED IN REGULATION S UNDER THE ACT, DURING THE 40 DAYS FOLLOWING CLOSING OF THE PURCHASE. ANY ATTEMPT TO TRANSFER OR SELL THIS SECURITY IN VIOLATION OF THESE RESTRICTIONS SHALL BE VOID.

 

Section 1.3 Closing Conditions .

 

(a) Conditions to Purchaser's Obligations to Effect the Closing . The obligation of the Purchaser to purchase and pay for the Purchased Shares as contemplated by this Agreement is subject to the satisfaction, on or before the Closing Date, of the following conditions, any of which may be waived in writing by the Purchaser in his sole discretion:

 

(i) All corporate and other actions required to be taken by the Company in connection with the issuance and sale of the Purchased Shares shall have been completed.

 

(ii) No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement that are substantial in relation to the Company.

 

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(b) Conditions to Company’s Obligations to Effect the Closing . The obligation of the Company to issue and sell the Purchased Shares to the Purchaser as contemplated by this Agreement are subject to the satisfaction, on or before the Closing Date, the condition below, which may be waived in writing by the Company in its sole discretion:

 

No governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any law (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins, prevents, prohibits or otherwise makes illegal the consummation of the transactions contemplated by this Agreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement that are substantial in relation to the Company; and no action, suit, proceeding or investigation shall have been instituted by a governmental authority of competent jurisdiction or threatened that seeks to restrain, enjoin, prevent, prohibit or otherwise make illegal the consummation of the transactions contemplated by this Agreement, or imposes any damages or penalties in connection with the transactions contemplated by this Agreement that are substantial in relation to the Company.

 

ARTICLE II

 

REPRESENTATIONS AND WARRANTIES

 

Section 2.1 Representations and Warranties of the Company . The Company hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, as follows:

 

(a) Due Formation . The Company is a company duly incorporated as an exempted company with limited liability, validly existing and in good standing under the laws of the Cayman Islands. The Company has all requisite power and authority to carry on its business as it is currently being conducted. Each Subsidiary (as defined below) has been duly organized, is validly existing and in good standing under the laws of its jurisdiction of organization.

 

(b) Authority . The Company has full power and authority to enter into, execute and deliver this Agreement and each agreement, certificate, document and instrument to be executed and delivered by the Company pursuant to this Agreement and to perform its obligations hereunder and thereunder. The execution and delivery by the Company of this Agreement and the performance by the Company of its obligations has been duly authorized by all requisite actions on its part.

 

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(c) Valid Agreement . This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligations of the Company, enforceable against it in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

 

(d) Capitalization .

 

All outstanding shares of capital stock of the Company and all outstanding shares of capital stock of each of the Company’s subsidiaries and consolidated affiliates (each a “ Subsidiary ” and collectively “ Subsidiaries ”) have been issued and granted in compliance with all applicable Securities Laws and other applicable laws. “ Securities Laws ” means the Securities Act , the United States Exchange Act of 1934, as amended (the “Exchange Act”), the listing rules of, or any listing agreement with the NASDAQ and any other applicable law regulating securities or takeover matters.

 

(e) Due Issuance of the Purchased Shares . The Purchased Shares have been duly authorized and, when issued and delivered to and paid for by the Purchaser pursuant to this Agreement, will be validly issued, fully paid and non-assessable and free and clear of any pledge, mortgage, security interest, encumbrance, lien, charge, assessment, title defect, right of first refusal, right of pre-emption, third party right or interest, claim or restriction of any kind or nature (collectively the “Encumbrances”), except for restrictions arising under the Securities Act or created by virtue of this Agreement (including certain lock-up agreement with the Company) and upon delivery and entry into the register of members of the Company will transfer to the Purchaser good and valid title to the Purchased Shares.

 

(f) Non-contravention . Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby and thereby, will (i) violate any provision of the organizational documents of the Company or its Subsidiaries or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental entity or court to which the Company or its Subsidiaries is subject, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of or creation of an Encumbrance under, or create in any party the right to accelerate, terminate, modify, or cancel, any agreement, contract, lease, license, instrument, or other arrangement to which the Company or its Subsidiaries is a party or by which the Company or its Subsidiaries is bound or to which any of the Company’s or its Subsidiaries’ assets are subject. There is no action, suit or proceeding, pending or threatened against the Company or its Subsidiaries that questions the validity of this Agreement or the right of the Company to enter into this Agreement or to consummate the transactions contemplated hereby.

 

Section 2.2 Representations and Warranties of the Purchaser . The Purchaser hereby represents and warrants to the Company, as of the date hereof and as of the Closing Date, as follows:

 

4  

 

 

(a) Authority . The Purchaser has full power and authority to enter into, execute and deliver this Agreement and each agreement, certificate, document and instrument to be executed and delivered by the Purchaser pursuant to this Agreement and to perform his obligations hereunder and thereunder. The execution and delivery by the Purchaser of this Agreement and the performance by the Purchaser of his obligations hereunder and thereunder have been duly authorized by all requisite actions on its part.

 

(b) Valid Agreement . This Agreement has been duly executed and delivered by the Purchaser and constitutes the legal, valid and binding obligation of the Purchaser, enforceable against him in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

 

(c) Non-contravention . Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby, will (i) violate any provision of the organizational documents of the Purchaser or violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental entity or court to which the Purchaser is subject, or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of or creation of an encumbrance under, or create in any party the right to accelerate, terminate, modify, or cancel, any agreement, contract, lease, license, instrument, or other arrangement to which the Purchaser is a party or by which the Purchaser is bound or to which any of the Purchaser’s assets are subject. There is no action, suit or proceeding, pending or threatened against the Purchaser that questions the validity of this Agreement or the right of the Purchaser to enter into this Agreement or to consummate the transactions contemplated hereby.

 

(d) Purchaser Vehicle . In the event that the Purchaser uses the Purchaser Vehicle to acquire and hold the Purchased Shares at the Closing, as of the Closing Date, (i) the Purchaser Vehicle is duly formed, validly existing and in good standing in the jurisdiction of its organization; (ii) the Purchaser Vehicle has full power and authority to acquire and hold the Purchased Shares (the “ Closing Action” ); (iii) the Closing Action does not and will not violate any constitution, statute, regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any government, governmental entity or court to which the Purchaser Vehicle is subject, or conflict with, result in a breach of, constitute a default under, result in the acceleration of or creation of an encumbrance under, or create in any party the right to accelerate, terminate, modify, or cancel, any agreement, contract, lease, license, instrument, or other arrangement to which the Purchaser Vehicle is a party or by which the Purchaser Vehicle is bound or to which any of the Purchaser Vehicle’s assets are subject; and (iii) there is no action, suit or proceeding, pending or threatened against the Purchaser Vehicle that questions the right of the Purchaser Vehicle to take the Closing Action.

 

(e) Status and Investment Intent .

 

(i) Experience . The Purchaser has sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of its investment in the Purchased Shares. The Purchaser is capable of bearing the economic risks of such investment, including a complete loss of its investment.

 

5  

 

 

(ii) Purchase Entirely for Own Account . The Purchaser is acquiring the Purchased Shares that it is purchasing pursuant to this Agreement for investment for its own account for investment purposes only and not with the view to, or with any intention of, resale, distribution or other disposition thereof. The Purchaser does not have any direct or indirect arrangement, or understanding with any other persons to distribute, or regarding the distribution of the Purchased Shares in violation of the Securities Act or any other applicable state securities law.

 

(iii) Solicitation . The Purchaser was not identified or contacted through the marketing of the Purchase Shares. The Purchaser did not contact the Company as a result of any general solicitation or directed selling efforts.

 

(iv) Restricted Securities . The Purchaser acknowledges that the Purchased Shares are “restricted securities” that have not been registered under the Securities Act or any applicable state securities law. The Purchaser further acknowledges that, absent an effective registration under the Securities Act, the Purchased Shares may only be offered, sold or otherwise transferred (x) to the Company, (y) outside the United States in accordance with Rule 904 of Regulation S under the Securities Act or (z) pursuant to an exemption from registration under the Securities Act.

 

(v) Not U.S. Person . The Purchaser is not a “U.S. person” as defined in Rule 902 of Regulation S.

 

(vi) Offshore Transaction . The Purchaser has been advised and acknowledges that in issuing the Purchased Shares to the Purchaser pursuant hereto, the Company is relying upon the exemption from registration provided by Regulation S. The Purchaser is acquiring the Purchased Shares in an offshore transaction in reliance upon the exemption from registration provided by Regulation S.

 

ARTICLE III

 

COVENANTS

 

Section 3.1 Lock-up . The Purchaser agrees that it will not, during the period commencing on the date hereof and ending one (1) year after the Closing Date (the “Lock-Up Period”), offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of any of the Purchased Shares on the open market. The Purchaser further understands that the provisions of this Section 3.1 shall be binding upon the Purchaser Vehicle and the Purchaser’s and the Purchaser Vehicle’s successors and assigns, as applicable.

 

 

6  

 

 

Section 3.2 Further Assurances . From the date of this Agreement until the Closing Date, the Parties shall use their reasonable best efforts to fulfill or obtain the fulfillment of the conditions precedent to the consummation of the transactions contemplated hereby.

 

ARTICLE IV

 

THIRD PARTY BENEFFICIARY

 

Section 4.1 Third Party Beneficiary . Pursuant to the Share Purchase Agreement, Ms. Xiaoxia Zhu, the representative of the shareholders of Join Me (the “ Sellers’ Representative ”), shall be a third-party beneficiary of this Agreement, who shall be entitled to enforce this Agreement against the parties thereto. The Company and the Purchaser hereby acknowledge and agree that the Sellers’ Representative is an intended third party beneficiary of this Agreement, and shall be entitled to enforce the provisions hereof for and on behalf of the Company, to the same extent as if the Sellers’ Representative were a party hereto.

 

ARTICLE V

 

MISCELLANEOUS

 

Section 5.1 Governing Law; Arbitration . This Agreement shall be governed and interpreted in accordance with the internal laws of the State of New York. Any dispute arising out of or relating to this Agreement, including any question regarding its existence, validity or termination (“ Dispute ”) shall be referred to and finally resolved by arbitration at the Hong Kong International Arbitration Centre in accordance with the Hong Kong International Arbitration Centre Administered Arbitration Rules then in force. There shall be three arbitrators. Each Party has the right to appoint one arbitrator and the third arbitrator shall be appointed by the Hong Kong International Arbitration Centre. The language to be used in the arbitration proceedings shall be English. Each of the Parties irrevocably waives any immunity to jurisdiction to which it may be entitled or become entitled (including without limitation sovereign immunity, immunity to pre-award attachment, post-award attachment or otherwise) in any arbitration proceedings and/or enforcement proceedings against it arising out of or based on this Agreement or the transactions contemplated hereby.

 

Section 5.2 Amendment . This Agreement shall not be amended, changed or modified, except by another agreement in writing executed by the Parties hereto, provided that this Agreement may not be amended without the written consent of the Sellers’ Representative.

 

Section 5.3 Binding Effect . This Agreement shall inure to the benefit of, and be binding upon, each of the Company and the Purchasers and their respective heirs, successors and permitted assigns and legal representatives.

 

7  

 

 

Section 5.4 Assignment . Neither this Agreement nor any of the rights, duties or obligations hereunder may be assigned by the Company or the Purchasers without the express written consent of the other Party, except that the Purchasers may assign all or any part of its rights and obligations hereunder to any affiliate of Purchasers without the consent of the Company, provided that no such assignment shall relieve any Purchaser of its obligations hereunder if such assignee does not perform such obligations. Any purported assignment in violation of the foregoing sentence shall be null and void.

 

Section 5.5 Notices . All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been duly given on the date of actual delivery if delivered personally to the Party to whom notice is to be given, on the date sent if sent by telecopier, tested telex or prepaid telegram, on the next business day following delivery to Federal Express properly addressed or on the day of attempted delivery by the U.S. Postal Service if mailed by registered or certified mail, return receipt requested, postage paid, and properly addressed as follows:

 

If to the Purchaser, at: Mr. Maodong Xu

Third Floor, Chuangxin Building

No. 18 Xinxi Road, Haidian District

 Beijing
 People's Republic of China

 

If to the Company, at: Wowo Limited

Third Floor, Chuangxin Building

No. 18 Xinxi Road, Haidian District

Beijing
People's Republic of China
Attn: Chief Financial Officer

 

If to the Sellers’ Representative, at:

 

23A, Block 3, Peak One, Tung Lo Wan Hill Road,

Tai Wai, Shatin, New Territories, Hong Kong

Attention: Ms. Xiaoxia Zhu

 

Any Party may change its address for purposes of this Section 5.5 by giving the other Parties hereto written notice of the new address in the manner set forth above.

 

Section 5.6 Entire Agreement . This Agreement constitutes the entire understanding and agreement between the Parties with respect to the matters covered hereby, and all prior agreements and understandings, oral or in writing, if any, between the Parties with respect to the matters covered hereby are merged and superseded by this Agreement.

 

Section 5.7 Severability . If any provisions of this Agreement shall be adjudicated to be illegal, invalid or unenforceable in any action or proceeding whether in its entirety or in any portion, then such provision shall be deemed amended, if possible, or deleted, as the case may be, from the Agreement in order to render the remainder of the Agreement and any provision thereof both valid and enforceable, and all other provisions hereof shall be given effect separately therefrom and shall not be affected thereby.

 

8  

 

 

Section 5.8 Fees and Expenses . Except as otherwise provided in this Agreement, each of the Company and the Purchasers will bear their respective expenses incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby, including fees and expenses of attorneys, accountants, consultants and financial advisors.

 

Section 5.9 Confidentiality . Each Party shall keep in confidence, and shall not use (except for the purposes of the transactions contemplated hereby) or disclose, any non-public information disclosed to it or its affiliates, representatives or agents in connection with this Agreement or the transactions contemplated hereby. Each Party shall ensure that its affiliates, representatives and agents keep in confidence, and do not use (except for the purposes of the transactions contemplated hereby) or disclose, any such non-public information.

 

Section 5.10 Specific Performance . The Parties agree that irreparable damage would occur in the event any provision of this Agreement were not performed in accordance with the terms hereof and that the Parties shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.

 

Section 5.11 Termination . In the event that the Closing shall not have occurred by September 30, 2015, this Agreement shall be terminated unless the Parties mutually agree to renegotiate in writing; except for the provisions of Sections 5.10, which shall survive any termination under this Section 5.11.

 

Section 5.12 Headings . The headings of the various articles and sections of this Agreement are inserted merely for the purpose of convenience and do not expressly or by implication limit, define or extend the specific terms of the section so designated.

 

Section 5.13 Execution in Counterparts . For the convenience of the Parties and to facilitate execution, this Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument.

 

[SIGNATURE PAGE FOLLOWS]

 

9  

 

 

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the day and year first above written.

 

    The COMPANY:
     
    Wowo Limited
     
    By: /s/ Maodong Xu
    Name:  Maodong Xu
    Title: Chairman and CEO
     
    The Purchaser:
     
    /s/ Maodong Xu
    Mr. Maodong Xu
     
Acknowledged by:    
     
SELLERS’ REPRESENTATIVE:    
     
/s/ Xiaoxia Zhu    
Ms. Xiaoxia Zhu    
as third party beneficiary    

 

[Signature Page to the Subscription Agreement]

 

 

 

 

Exhibit 99.3

 

AMENDMENT TO SUBSCRIPTION AGREEMENT

 

This Amendment to Subscription Agreement (this “ Amendment ”) is entered into as of September 7, 2015 by and between Wowo Limited, a Cayman Islands company (the “ Company ”), and Mr. Maodong Xu (the “ Purchaser ”).

 

RECITALS

 

WHEREAS, the Company and the Purchaser entered into a subscription agreement dated June 5, 2015 (the “ Agreement ”), relating to the issue and subscription of 72,000,000 ordinary shares of the Company, at $0.5556 per share for a total subscription price of $40,000,000;

 

WHEREAS, the Company and the Purchaser intend to decrease the number of the ordinary shares of the Company to be subscribed for by the Purchaser from 72,000,000 to 27,000,000, at $0.5556 per share for a total subscription price of $15,000,000; and

 

WHEREAS, pursuant to Section 5.2 of the Agreement, any term of the Agreement may be amended, supplemented, or otherwise modified only by the Company and the Purchaser, which shall be consented by the Sellers’ Representative in writing.

 

Unless otherwise defined, capitalized terms used herein shall have the meanings ascribed to them in the Agreement.

 

IT IS HEREBY AGREED THAT:

 

1. Amendment

 

1.1 Section of 1.1 of the Agreement is amended and replaced in its entirety by the following:

 

“Section 1.1 Issuance, Sale and Purchase of Ordinary Shares . Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined below), the Purchaser agrees to purchase and the Company agrees to sell and issue to the Purchaser, 27,000,000 Ordinary Shares at that amount of consideration of US$15,000,000; it being understood that the Purchaser may assign all of his rights and obligations under this Agreement to a special purpose vehicle beneficially owned and controlled by the Purchaser (the “ Purchaser Vehicle ”). The shares of Ordinary Shares issued to the Purchaser pursuant to this Agreement shall be referred to as the “ Purchased Shares .””

 

1.2 Section of 1.2(a) of the Agreement is amended and replaced in its entirety by the following:

 

“(a) Closing . Subject to Section 1.3, the closing (the “ Closing ”) of the sale and purchase of the Ordinary Shares pursuant to Section 1.1 shall take place remotely via the electronic exchange of the closing documents and signatures (followed by prompt delivery of the originals therefor) on September 11, 2015, or any other date as agreed by the Company and the Purchaser. The date and time of the Closing are referred to herein as the “ Closing Date .””

 

1.3 The following clause is added into the Agreement as Section 3.3 of the Agreement:

 

“Section 3.3 Payment of Consideration . The Purchaser agrees that if the Purchaser fails to pay and deliver the total cash consideration to the Company on or prior to September 11, 2015, from September 12, 2015, the Purchaser shall pay to the Company a daily penalty amount equivalent to US$200,000 for each day of delay until the Purchaser has paid and delivered the total cash consideration to the bank account designated by the Company, provided that such delay is caused due to the reasons attributable to the Purchaser.”

 

 

 

 

2. Effect

 

2.1 This Amendment is duly made in compliance with Section 5.2 and other applicable clauses of the Agreement, and is effective upon execution. By signing this Amendment, the Sellers’ Representative gives her explicit consent to this Amendment as required under the Agreement.

 

2.2 This Amendment shall be deemed incorporated into, and form a part of, the Agreement and have the same legal validity and effect as the Agreement. In the event of any conflict, inconsistency or discrepancy between this Amendment and the Agreement, the provisions of this Agreement shall prevail.

 

2.3 Except as expressly amended hereby, all terms and provisions of the Agreement shall remain in force and effect, and all references to the Agreement shall hereafter refer to the Agreement as amended by this Amendment and as it may hereafter be further amended or restated.

 

3. Miscellaneous

 

2.1 The following provisions in the Agreement, namely, “Governing Law; Arbitration” (Section 5.1), “Amendment” (Section 5.2) and “Notices” (Section 5.5) shall apply, mutatis mutandis, to this Amendment.

 

2.2 This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

 

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date herein above first written.

 

   
  COMPANY
   
  Wowo limited
   
  By:   /s/ Maodong Xu
  Name: Maodong Xu
  Title: Authorized Signatory
   
  PURCHASER
   
  By:   /s/ Maodong Xu
  Name: Maodong Xu
   
  ACKNOWLEDGED AND CONSENTED BY
   
  Sellers’ REPRESENTATIVE
   
  By:   /s/ Xiaoxia Zhu
  Name:  Xiaoxia Zhu

 

[SIGNATURE PAGE TO AMENDMENT TO SUBSCRIPTION AGREEMENT]

 

 

 

Exhibit 99.4

 

VOTING AGREEMENT AND THE GRANT OF PROXY

 

THIS VOTING AGREEMENT AND THE GRANT OF PROXY (this “ Agreement ”) is made and entered into effective as of September 7, 2015 by and among:

 

1. Maodong Xu (“ Mr. Xu ”);

 

2. EXTENSIVE POWER LIMITED , a company incorporated under the laws of Hong Kong Special Administrative Region of the People’s Republic of China (the “ Extensive ” or the “ Shareholder ”).

 

3. Huimin Wang (“Ms. Wang”);

 

RECITALS

 

A.          Wowo Limited, a Cayman Islands company (the “ Company ”), New Admiral Limited (the “ Company SPV ”), an exempted company with limited liability incorporated under the laws of the Cayman Islands, shareholders of Join Me Group (HK) Investment Company Limited (“ JMU ”), a limited liability company incorporated in Hong Kong, including the Extensive Power Limited, have entered into a Share Purchase Agreement dated June 5, 2015 (the “ SPA ”), as amended from time to time, pursuant to which the Company SPV shall purchase all issued and outstanding ordinary shares of JMU, and shall pay certain cash consideration and transfer additional ordinary shares of the Company to the shareholders of JMU, including Extensive.

 

B.          As of the date hereof, Extensive has become a shareholder of the Company, holding 149,100,132 ordinary shares of the Company acquired pursuant to SPA (the “ Acquired Shares ”), representing 10.57% of the Company’s outstanding Shares .

 

C.          Ms. Wang is the sole shareholder of Extensive and holds 100% issued and outstanding shares of Extensive.

 

D.          Extensive and Ms. Wang intend to enter into this Agreement to grant Mr. Xu the right to vote all of the Acquired Shares in the manner set forth herein.

 

NOW, THEREFORE , in consideration of the foregoing recitals, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

 

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1. Voting Agreement . The Shareholder and Ms. Wang hereby covenant and agree that, during the term of this Agreement, at any and all meetings of shareholders of the Company, or at any adjournment thereof or in any other circumstances upon which a vote, consent (including unanimous written consents), agreement or other approval is sought, the Shareholder shall vote (or cause to be voted) all of the Acquired Shares owned by such Shareholder and shall otherwise consent or agree in such manner as may be directed by Mr. Xu in his sole and absolute discretion, including without limitation to elect individuals to the Company’s board of directors as designated by Mr. Xu. The Shareholder, as a holder of Acquired Shares, shall be present in person or by proxy at all meetings of shareholders of the Company so that all Acquired Shares are counted for purposes of determining the presence of a quorum at such meeting.

 

2. Covenants. The Shareholder and Ms. Wang hereby covenant and agree that prior to the termination of this Agreement, the Shareholder shall not (i) grant any proxy, power of attorney or other authorization in or with respect to any of the Acquired Shares owned by the Shareholder; (ii) deposit any of the Acquired Shares owned by the Shareholder into any voting trust or enter into any voting agreement or other understanding or arrangement with respect to such Acquired Shares; or (iii) take any other action which would have the effect of preventing or disabling the Shareholder from performing its obligations under this Agreement.

 

3. Grant of Proxy; Appointment of Proxy. In furtherance of Section 1 hereof:

 

(a) The Shareholder hereby grants to, and appoints Mr. Xu as the Shareholder’s proxy and attorney-in-fact (with full power of substitution), for and in the name, place and stead of the Shareholder, to vote all of the Acquired Shares owned by the Shareholder at any meeting of the shareholders of the Company, or at any adjournment thereof or in any other circumstances upon which a vote, agreement, consent (including unanimous written consents) or other approval is sought, as set forth in Section 1 hereof. Such attorney-in-fact may evidence the taking of any action, giving of any consent or the voting of such Acquired Shares by the execution of any document or instrument for such purpose in the name of the Shareholder.

 

(b) The Shareholder hereby affirms that the proxy set forth in this Section 3 is given in connection with, and in consideration of, the transfer of Acquired Shares to the Shareholder and that such proxy is given to secure the performance of the duties of the Shareholder under this Agreement. The Shareholder hereby further affirms that this proxy is coupled with an interest and may not be revoked unless otherwise terminated according to the provisions in Section 6. The Shareholder hereby ratifies and confirms all that the proxy and attorney-in-fact appointed pursuant to this Section 3 may lawfully do or cause to be done by virtue hereof.

 

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4. Certain Events. The Shareholder and Ms. Wang agree that this Agreement and the obligations hereunder shall attach to all of the Acquired Shares owned by the Shareholder and shall be binding upon any person or entity to which legal or beneficial ownership of the Acquired Shares shall pass, whether by operation of law or otherwise, including without limitation the Shareholder’s successors and assigns. In the event of any stock split, stock dividend, merger, reorganization, recapitalization or other change in the capital structure of the Company or the acquisition of additional shares of the Company’s stock or other voting securities of the Company by the Shareholder after the date hereof, the number of Acquired Shares subject to the terms of this Agreement shall be adjusted automatically as appropriate and this Agreement and the obligations hereunder shall attach automatically to any such additional shares of the Company’s stock or other voting securities of the Company issued to or acquired by the Shareholder.

 

5. Further Assurances. The Shareholder shall, upon request of Mr. Xu or the Company, execute and deliver such additional documents and take such further actions as may reasonably be deemed by Mr. Xu or the Company to be necessary or desirable to carry out the provisions hereof and to vest the power to vote Acquired Shares as contemplated by Section 3 in the attorney-in-fact described therein.

 

6. Termination.

 

(a) This Agreement, and all rights and obligations of the parties hereunder, including without limitation, the proxy set forth in Section 3, shall terminate upon the first anniversary of the date of this Agreement unless otherwise agreed upon by all of the parties hereto in writing.

 

(b) The Agreement shall cease to apply any Acquired Shares that are transferred by the Shareholder to a third party; provided that this Agreement shall continue to apply to any other Acquired Shares that continue to be held by the Shareholder, or any person controlling, controlled by or under common control with the Shareholder, until otherwise terminated pursuant to Section 6(a).

 

7. Miscellaneous.

 

(a) This Agreement may be executed (whether by electronic signature or otherwise) in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall be considered one and the same instrument.

 

(b) This Agreement shall be governed by and construed in accordance with the Laws of the State of New York as to matters within the scope thereof, without regard to its principles of conflicts of laws.

 

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Any dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation, breach, termination or invalidity thereof, shall, so far as it is possible, be settled by arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force and as may be amended by the rest of this Section 7(b). The appointing authority shall be Hong Kong International Arbitration Centre (“HKIAC”). The seat of the arbitration shall be Hong Kong. There shall be three (3) arbitrators. Mr. Xu, on the one hand, and the Shareholder and Ms. Wang, on the other hand, shall be entitled to designate one arbitrator each. The two arbitrators shall consult with each other to agree upon the selection of a third arbitrator. The arbitration shall be conducted in the English language. Evidence and testimony may be presented in any language, including a language other than English providing it is accompanied by an English translation thereof (which translation shall have been certified and prepared or given at the sole cost of the party offering such evidence or testimony). The arbitral award shall be in English writing and, unless the parties to the arbitration agree otherwise, shall state the reasons upon which it is based. The award shall be final and binding on the parties to the arbitration.

 

(c) Neither this Agreement nor any of the rights, interests or obligations under this Agreement shall be assigned, in whole or in part, by operation of law or otherwise, by the Shareholder without the prior written consent of Mr. Xu and the Company. Any assignment in violation of the foregoing shall be null and void and of no force or effect whatsoever. This Agreement and all the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.

 

(d) If any term, provision, covenant or restriction herein, or the application thereof to any circumstance, shall, to any extent, be held by a court of competent jurisdiction to be invalid, void or unenforceable, such term, provision, covenant or restriction shall be modified or voided, as may be necessary to achieve the intent of the parties to the extent possible, and the remainder of the terms, provisions, covenants and restrictions herein and the application thereof to any other circumstances, shall remain in full force and effect, shall not in any way be affected, impaired or invalidated, and shall be enforced to the fullest extent permitted by law.

 

(e) Any term or provision of this Agreement may be waived by the party entitled to the benefit thereof. Any such waiver shall be validly and sufficiently authorized for the purposes of this Agreement, if, as to any party, it is duly authorized in writing by such party. The failure of any party hereto to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any such other breach.

 

(f) No amendment, modification or waiver in respect of this Agreement shall be effective against any party unless it shall be in writing and signed by such party.

 

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(g) This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of the agreement between the parties with respect to the subject matter of this Agreement.

 

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IN WITNESS WHEREOF , the parties hereto have caused their respective duly authorized representatives to execute this Agreement as of the date and year first above written.

 

  By: /s/ Maodong Xu
  Name: Maodong Xu
   
  Extensive Power Limited
   
  By: /s/ Huimin Wang
  Name: Huimin Wang
  Title: Authorized Signatory
   
  By: /s/ Huimin Wang
  Name: Huimin Wang

  

 

 

 

Exhibit 99.5

  

SHARE PURCHASE AGREEMENT

 

 

 

  

TABLE OF CONTENTS

 

      Pages
       
1. Definitions 4
     
2. Purchase and Sale of Shares 9
       
  2.1 Shares 9
  2.2 Consideration 9
  2.3 Deposit 10
  2.4 Closing 10
       
3. Representations and Warranties of the Sellers 11
       
  3.1 Authorization 11
  3.2 Group Structure 11
  3.3 Corporate Power and Qualification 12
  3.4 Capitalization of the Company 12
  3.5 Compliance with Laws and Other Instruments 13
  3.6 Governmental Consents and Filings 13
  3.7 Financial Statements 13
  3.8 Operating Data 14
  3.9 Material Contracts 14
  3.10 Significant Customers and Suppliers 15
  3.11 Enforceability 15
  3.12 No Insolvency 15
  3.13 Absence of Certain Changes 15
  3.14 Anti-Bribery, Anti-Corruption, Anti-Money Laundering and Sanctions 16
  3.15 No Litigation 17
  3.16 Securities Law Matters 17
       
4. Representations and Warranties of the Purchaser and Wowo 17
       
  4.1 Capitalization of Wowo 17
  4.2 Organization and Good Standing 18
  4.3 Authorization 18
  4.4 Compliance with Laws and Other Instruments 19
  4.5 Governmental Consents and Filings 19
  4.6 Subscription Agreement 19
  4.7 Purchase Entirely for Own Account 19
  4.8 No Litigation 19
  4.9 Enforceability 20
  4.10 No Insolvency 20
  4.11 Absence of Certain Changes 20
  4.12 SEC Documents; Financial Statements 21
  4.13 Anti-Bribery, Anti-Corruption, Anti-Money Laundering and Sanctions 21
       
5. Covenants and Agreements of the Sellers 22
       
  5.1 Access and Investigation 22
  5.2 Operation of the Group Business 22
  5.3 Negative Covenants 23

 

 

 

 

  5.4 Required Approvals 24
  5.5 Notification 24
  5.6 Best Efforts 25
  5.7 Change to the VIE Subs 25
  5.8 Distribution Compliance Period 25
  5.9 Equity Transfer of Shanghai Join Me 25
  5.10 Transfer of Zhongmin Intellectual Properties 25
  5.11 Repayment of Sellers’ Loans 25
       
6. Covenants and Agreement of the Purchaser and Wowo 26
       
  6.1 Access and Investigation 26
  6.2 Operation of Wowo 26
  6.3 Negative Covenants 26
  6.4 Required Approvals 28
  6.5 Notification 28
  6.6 Best Efforts 28
  6.7 Change to the Wowo VIE Sub 28
  6.8 Subscription Agreement 29
  6.9 Board Composition, Chairman and Co-Chief Executive Officers 29
  6.10 License Back of Zhongmin Licensed-back Intellectual Properties 29
  6.11 Foreign Exchange Registration and Filing 29
       
7. Conditions to the Purchaser’s Obligations at Closing 29
       
  7.1 Representations and Warranties 30
  7.2 Performance 30
  7.3 Legal Opinion 30
  7.4 Compliance Certificate 30
  7.5 Ancillary Agreements 30
       
8. Conditions of the Sellers’ Obligations at Closing 30
       
  8.1 Representations and Warranties 30
  8.2 Performance 30
  8.3 Compliance Certificate 31
  8.4 Ancillary Agreements 31
       
9. Termination 31
       
  9.1 Termination Events 31
  9.2 Effect of Termination 31
       
10. Indemnification and Remedies 31
       
  10.1 Survival 31
  10.2 Indemnification 32
  10.3 Third-Party Claims 32
  10.4 Indemnitee Negligence 34
  10.5 Limitation on Indemnification 34
       
11. Confidentiality and Press Release 35
       
  11.1 Disclosure of Terms 35
  11.2 Press Release 35
  11.3 Permitted Disclosure 35
  11.4 Legally Required Disclosure 36

 

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  11.5 Other Information 36
       
12. Miscellaneous 36
       
  12.1 Fees and Expenses 36
  12.2 No Finder’s Fees 36
  12.3 Sellers’ Representative 37
  12.4 Default in Payment 37
  12.5 Further Assurances 37
  12.6 Entire Agreement 37
  12.7 Modification 38
  12.8 Assignments and Successors 38
  12.9 No Third-Party Rights 38
  12.10 Remedies Cumulative 38
  12.11 Governing Law 38
  12.12 Dispute Resolution 38
  12.13 Attorney’s Fees 39
  12.14 Enforcement of Agreement 39
  12.15 No Waiver 39
  12.16 Notices 40
  12.17 Severability 40
  12.18 Time of Essence 41
  12.19 Counterparts and Electronic Signatures 41

 

Schedule A Sellers, Number of Shares, Cash Consideration and Share Consideration
Schedule B List of VIE Agreements
Schedule C Organization Chart of the Group
Schedule D Financial Statements
Schedule E Operating Data
Schedule F Material Contracts
Schedule G Customers and Suppliers
Schedule H Capitalization of Wowo
Schedule I Zhongmin Intellectual Properties and Zhongmin Licensed-back Intellectual Properties
Schedule J Organization Chart of Wowo
   
Exhibit A Indemnification Agreement
Exhibit B Lock-up Agreement
Exhibit C Non-Compete Agreement
Exhibit D Registration Rights Agreement
Exhibit E Subscription Agreement
Exhibit F Voting Agreement

   

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SHARE PURCHASE AGREEMENT

 

THIS SHARE PURCHASE AGREEMENT (the “ Agreement ”) is made and entered into as of June 5, 2015 by and among New Admiral Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands, (the “ Purchaser ”), those individuals whose names are set forth in Schedule A (collectively, the “ Sellers ” and individually a “ Seller ”) and Wowo Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“ Wowo ”). Each of the Purchaser, the Sellers and Wowo are referred to as a “ Party ” and collectively as “ Parties .”

 

WHEREAS, Sellers desire to sell, and the Purchaser desires to purchase, all of the issued and outstanding ordinary shares of Join Me Group (HK) Investment Company Limited (the “ Company ”), a company incorporated in Hong Kong with limited liability, for the consideration and on the terms and conditions set forth in this Agreement; and

 

WHEREAS, as consideration for the purchase of the Company’s ordinary shares, the Purchaser desires transfer certain ordinary shares of Wowo held by it and make a certain cash payment, pursuant to the terms and conditions set forth in this Agreement.

 

NOW, THEREFORE, in consideration of the mutual promises made in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

 

1. Definitions

 

The following terms used in this Agreement shall be construed to have the meaning set forth or referenced below.

 

2011 Share Incentive Plan ” means the 2011 share incentive plan of Wowo adopted on February 1, 2011.

 

Affiliate ” means, with respect to any specified Person, any other Person who or which, directly or indirectly, Controls, is Controlled by, or is under common Control with such specified Person, including, without limitation, any officer, director, employee, member, partner or shareholder of such Person and any venture capital fund now or hereafter existing that is Controlled by or under common Control with one or more general partners or managing members of, or shares the same management company with, such Person.

 

Agreement ” has the meaning given to it in the preamble of this Agreement.

 

Ancillary Agreements means the Non-Compete Agreement, the Lock-up Agreement, the Registration Rights Agreement, the Voting Agreement, and the Indemnification Agreement.

 

Balance Sheet Date ” means April 30, 2015.

 

Board ” means the board of directors of Wowo.

 

Cash Consideration ” has the meaning given to it in Section 2.2(b) .

 

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Charter Documents ” of a Person means, as applicable, such Person’s memorandum and articles of association, certificate or articles of incorporation, by-laws, partnership agreement, joint venture agreements, formation agreement, limited liability company agreement, business licenses, regulations of its board of directors, regulations of the board of supervisors or statutory auditors, regulations of stock handling, commercial register, all minutes and resolutions with respect to board and shareholders’ meetings, and other organizational documents.

 

Closing ” has the meaning given to it in Section 2.4(a) .

 

Company ” has the meaning given to it in the preamble of this Agreement.

 

Company Financial Statement has the meaning given to it in Section 3.7(a) .

 

Company Intellectual Property ” means all patents, patent applications, trademarks, trademark applications, service marks, tradenames, copyrights, trade secrets, licenses, domain names, software, mask works, information and proprietary rights and processes as are necessary to the conduct of the Group Company’s business as now conducted in all material respects.

 

Confidential Information ” has the meaning given to it in Section 11.1 .

 

Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management of a Person, whether through the ownership of voting securities, by contract, credit arrangement or proxy, as trustee, executor, agent or otherwise. For the purpose of this definition, a Person shall be deemed to Control another Person if such first Person, directly or indirectly, owns or holds more than fifty percent (50%) of the voting power in such other Person. The term “Controlled” has the meaning correlative to the foregoing.

 

Deposit ” has the meaning given to it in Section 2.3 .

 

Disclosing Party ” has the meaning given to it in Section 11.4 .

 

Exchange Act ” means the United States Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

 

Governmental Authority ” means (a) any nation or government or any nation, federal, state, province, municipality, local, autonomous region or any other political subdivision thereof; (b) any entity, authority or body exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any government authority, agency, department, board, commission or instrumentality or any political subdivision thereof, including any entity or enterprise owned or controlled by a government, or a public international organization; or (c) any court, tribunal or arbitrator.

 

Group ” means, collectively, the Company, WFOE Sub, VIE Sub and each of the VIE Sub’s Subsidiaries set forth in Schedule C .

 

Group Company ” means any member of the Group, individually, and “ Group Companies ” means two or more members of the Group, collectively.

 

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Group Material Adverse Effect ” means a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Group, taken as a whole.

 

HKIAC ” has the meaning given to it in Section 12.12 .

 

Indemnification Agreement ” means the indemnification agreement, substantially in the form of Exhibit A attached to this Agreement.

 

Indemnified Person ” has the meaning given to it in Section 10.2 .

 

Indemnifying Person ” has the meaning given to it in Section 10.2 .

 

Key Employee ” means any executive-level employee (including division director and vice president-level positions).

 

knowledge means (i) with respect to the Sellers, actual knowledge of executive-level employees of the Group or (ii) with respect to Wowo, actual knowledge of executive-level employees of Wowo.

 

Law ” means any statute, law, ordinance, regulation, rule, code, order, requirement or rule of law (including common law), official policy, rule or interpretation of any Governmental Authority with jurisdiction over the Group Companies or the Wowo Group Companies, as the case may be.

 

Lien ” means any mortgage, pledge, deed of trust, hypothecation, right of others, claim, security interest, encumbrance, burden, title defect, title retention agreement, lease, sublease, license, occupancy agreement, easement, covenant, condition, encroachment, voting trust agreement, charge, option, right of first offer, negotiation or refusal, proxy, lien, charge, adverse claim or other restrictions (including restrictions on transfer), or limitations of any nature whatsoever, including such liens as may arise under any contract.

 

Lock-up Agreement ” means the lock-up agreement, substantially in the form of Exhibit B attached to this Agreement.

 

Long-Stop Date ” has the meaning given to it in Section 9.1(c) .

 

Material Contracts ” has the meaning given to it in Section 3.9 .

 

Non-Compete Agreement ” means the non-compete agreement, substantially in the form of Exhibit C attached to this Agreement.

 

Operating Data ” has the meaning given to it in Section 3.8 .

 

Party ” has the meaning given to it in the preamble of this Agreement.

 

Person ” means any individual, corporation, partnership, trust, limited liability company, company limited by shares, unincorporated association or other entity.

 

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PRC ” means the People’s Republic of China, excluding the Hong Kong Special Administrative Region, Macau Special Administrative Region and the Separate Customs Territory of Taiwan, Penghu, Kinmen and Matsu.

 

PRC GAAP ” means the generally accepted accounting principles in the PRC.

 

PRC Laws ” means any treaty, statute, act, law, rule, regulation and regulatory documents publicly announced by the PRC governments (including the central, provincial, municipal and local governments), and the amendments, additions, and interpretations made at any time with respect to these laws.

 

Public Official ” has the meaning given to it in Section 3.14(a).

 

Purchaser ” has the meaning given to it in the preamble of this Agreement.

 

Purchaser’s Advisors ” has the meaning given to it in Section 5.1 .

 

Registration Rights Agreement ” means the registration rights agreement, substantially in the form of Exhibit D attached to this Agreement.

 

Regulation S ” means Regulation S of the Securities Act.

 

SEC ” has the meaning given to it in Section 4.12(a).

 

SEC Documents ” has the meaning given to it in Section 4.12(a) .

 

Securities Act ” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

 

Seller ” has the meaning given to it in the preamble of this Agreement.

 

Sellers’ Advisors ” has the meaning given to it in Section 6.1 .

 

Sellers’ Representative ” has the meaning given to it in Section 12.3 .

 

Shanghai Join Me ” means 上海众敏投资管理有限公司 , a PRC limited liability company.

 

Shanghai Zhongmin means 上海众敏投资发展有限公司 , a PRC limited liability company holding 51% equity interests in Shanghai Join Me.

 

Share Consideration ” has the meaning given to it in Section 2.2(a) .

 

Shares ” means all of the issued and outstanding ordinary shares of the Company, par value US$0.00001 per share.

 

Significant Customer ” means, with respect to the four-month period ended on the Balance Sheet Date, one of the top five (5) customers of the Group.

 

Significant Supplier ” means, with respect to the four-month period ended on the Balance Sheet Date, one of the top twenty (20) suppliers of the Group.

 

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Subscription Agreement ” means the share subscription agreement in the form of Exhibit E attached to this Agreement.

 

Subsidiary ” of any Person means any other Person of which at least fifty percent (50%) of the outstanding voting securities or other voting equity interests are owned, directly or indirectly, by such first Person and, for the avoidance of doubt, shall include any variable interest entity over which such Person or any of its Subsidiaries effects Control pursuant to contractual arrangements and which is consolidated with such Person in accordance with generally accepted accounting principles applicable to such Person;

 

Tax ” or “ Taxes ” means any and all national, federal, state, provincial, municipal and local taxes of any country, assessments and other governmental charges, duties, impositions and liabilities, including taxes based upon or measured by gross receipts, income, profits, capital gains, sales, use and occupation, and value added, ad valorem, stamp transfer, franchise, building, vehicle, land use, land appreciation, city and rural construction, tariff, withholding, payroll, recapture, employment, additional education, excise and property taxes, adjustment taxes, together with all interest, penalties and additions imposed with respect to such amounts and any obligations under any agreements or arrangements with any other Person with respect to such amounts and including any liability for taxes of a predecessor entity;

 

Tax Return ” means any return, report declaration, filing form, claim for refund or information return or statement relating to Tax, including any schedule or attachment thereto and any amendment thereof.“ Third-Party Claim” means any claim against any Indemnified Person by a third party.

 

Transaction Documents” means this Agreement, the Subscription Agreement, the Ancillary Agreements and all other agreements, instruments or documents entered into in connection with this Agreement.

 

Transactions ” means the transactions contemplated by the Transaction Documents.

 

US GAAP ” means the generally accepted accounting principles in the United States.

 

VIE Agreements” means the contracts and other documents set forth in Schedule B hereto.

 

VIE Sub ” means 上海众敏供应链管理有限公司 , a PRC limited liability company.

 

VIE Financial Statements ” has the meaning given to it in Section 3.7(c) .

 

Voting Agreement ” means the voting agreement, substantially in the form of Exhibit F attached to this Agreement.

 

WFOE Financial Statements ” has the meaning given to it in Section 3.7(b) .

 

WFOE Sub ” means 上海众鸣供应链管理有限公司 , a wholly-foreign owned enterprise registered in the PRC.

 

Wowo ” has the meaning given to it in the preamble of this Agreement.

 

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Wowo Group ” means, collectively, Wowo and its Subsidiaries.

 

Wowo Group Company ” means any member of the Wowo Group, individually, and “ Wowo Group Companies ” means two or more members of the Wowo Group.

 

Wowo Intellectual Property ” means all patents, patent applications, trademarks, trademark applications, service marks, tradenames, copyrights, trade secrets, licenses, domain names, software, mask works, information and proprietary rights and processes as are necessary to the conduct of Wowo’s business as now conducted in all material respects.

 

Wowo Material Adverse Effect ” means a material adverse effect on the business, assets (including intangible assets), liabilities, financial condition, property, prospects or results of operations of the Wowo Group, taken as a whole.

 

Wowo VIE Sub ” means Beijing Wowo Tuan Information Technology Co., Ltd. or Beijing Kai Yi Shi Dai Network Technology Co., Ltd., and collectively, “ Wowo VIE Subs ”.

 

Zhongmin Intellectual Properties ” means all such trademarks, trademark application rights and domain names as set forth in section (a) on Schedule I hereto.

 

Zhongmin Licensed-back Intellectual Properties ” means all such trademarks, trademark application rights and domain names as set forth in section (b) on Schedule I hereto.

 

2. Purchase and Sale of Shares

 

2.1 Shares .

 

Subject to the terms and conditions of this Agreement, and in reliance upon the representations, warranties and covenants contained in this Agreement, at the Closing, the Purchaser shall purchase the Shares from the Sellers, and each Seller shall sell and transfer the number Shares to be sold by such Seller at the Closing as set forth opposite such Seller’s name on Schedule A thereto, which represents 100% of the Shares held by such Seller.

 

2.2 Consideration .

 

The total consideration to be paid by the Purchaser for all Shares shall be:

 

(a) 741,422,780 newly issued ordinary shares of Wowo (the “ Share Consideration ”), the number of which is equal to the sum of (i) the number of all issued and outstanding ordinary shares of Wowo immediately prior to the Closing, and (ii) 72,000,000 ordinary shares of Wowo to be issued pursuant to the Subscription Agreement; and

 

(b) $30,000,000 in cash (the “ Cash Consideration ”), of which (i) $15,000,000 shall be paid at the Closing by crediting the Deposit towards such amount, and (ii) $15,000,000 to be paid by the Purchaser after the Closing pursuant to Section 2.4(e).

 

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2.3 Deposit .

 

Immediately upon the signing of this Agreement, the Purchaser shall pay to the Sellers’ Representative an amount equal to US$15,000,000 (the “ Deposit ”), which is equal to fifty percent (50%) of the Cash Consideration (as defined below), either (i) at the bank account of the Sellers’ Representative (as defined below) by wire transfer of immediately available funds pursuant to the Sellers’ Representative’s written wire transfer instructions or (ii) by delivering to the Sellers’ Representative a cashier’s check equal to such amount.

 

2.4 Closing .

 

(a) The purchase and sale of the Shares shall take place remotely via the exchange of documents and signatures on June 8, 2015, or at such other time and place as the Purchaser and the Sellers’ Representative mutually agreed upon, orally or in writing (which time and place are designated as the “ Closing ”). The Closing will be deemed to be effective as of the close of business on the date of the Closing for tax and accounting purposes.

 

(b) At the Closing, in addition to the fulfillment of all conditions set forth in Section 8 of this Agreement, the Purchaser shall deliver to the Sellers’ Representative (i) a certified copy of the register of members of Wowo reflecting the Share Consideration acquired by the Sellers at the Closing and (ii) bought and sold notes and instruments of transfer in respect of all Shares duly executed by the Purchaser.

 

(c) At the Closing, in addition to the fulfillment of all conditions set forth in Section 7 of this Agreement, the Sellers shall deliver to the Purchaser (i) a certified copy of the register of members of the Company after giving effect to the transfer of Shares of the Company to the Purchaser at the Closing and (ii) bought and sold notes and instruments of transfer in respect of all the Shares duly executed by each of the Sellers.

 

(d) The Sellers, the Purchaser and Wowo acknowledge and agree that the Deposit shall be credited towards payment of the Cash Consideration automatically at the Closing.

 

(e) The Purchaser shall, and Wowo shall cause the Purchaser to, pay the remaining fifty (50%) of the Cash Consideration to the Sellers by wire transfer of immediately available funds to the Sellers’ Representative within thirty (30) days after the Closing pursuant to written wire transfer instructions delivered to the Purchaser.

 

(f) If the Closing shall not have occurred prior to the Long-Stop Date for any reason other than breach of this Agreement by a Party, then the Sellers shall retain 50% of the Deposit and return to the Purchaser the remaining 50% of the Deposit. If one Party shall exercise its right to terminate this Agreement pursuant to Section 9.1(a), the non-breaching Party shall be entitled to retain (if the Sellers are the non-breaching Party) or be refunded (if the Purchaser is the non-breaching Party) the Deposit. The Sellers acknowledge and agree that the Deposit shall not be used for any purposes until it has been credited towards the payment of the Cash Consideration or retained and refunded by the Sellers pursuant to this Section 2.4(f) .

 

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3. Representations and Warranties of the Sellers .

 

Each Seller hereby severally represents and warrants to the Purchaser that the following representations are true and complete as of the date hereof and will be true and correct as of the date of the Closing, except as otherwise indicated.

 

3.1 Authorization .

 

Each Seller that is a natural person represents and warrants that such Seller is legally competent to enter into the Transaction Documents to which such Seller is a party. Each Seller that is a legal entity represents and warrants that such Seller has full power and authority to enter into the Transaction Documents to which such Seller is a party. The Transaction Documents to which such Seller is a party, when executed and delivered by such Seller, will constitute valid and legally binding obligations of such Seller, enforceable in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other laws of general application affecting enforcement of creditors’ rights generally, and as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

 

3.2 Group Structure .

 

(a) Schedule C sets forth a true and complete organization chart of the Group. The Company owns 100% of the equity and voting interests in the WFOE Sub. Except pursuant to the VIE Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights, except for such rights which may be held by the Company) or agreements, orally or in writing, for the purchase of any equity or other ownership interest of the Group Company. No Group Company has any obligations of any kind to make any investment in or provide funds (whether in the form of a loan, capital contribution or otherwise) to any other Person, except for VIE Sub’s obligations to contribute such unpaid registered capitals into the Group Subsidiaries as set forth in Schedule C .

 

(b) The VIE Sub has been duly organized and is validly existing under the PRC Laws. The VIE Sub has obtained all necessary approvals, authorizations, consents and orders, and has made all filings that are required under the PRC Laws, for the ownership of its equity interests by each of their respective shareholders. The articles of association and other constitutive documents of the VIE Sub and its business license comply with the requirements of all PRC Laws and are in full force and effect. Each shareholder of the VIE Sub that is a legal entity has been duly organized and is validly existing under the PRC Laws.

 

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3.3 Corporate Power and Qualification .

 

(a) The Company is a private company limited by shares duly organized, validly existing under the laws of Hong Kong and has all requisite corporate power and authority to own, lease and operate its assets and carry on its business as presently conducted. The Company is duly qualified to transact business and is in good standing as a foreign company in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification, except for those jurisdictions where the failure to be so qualified and in good standing would not individually or in the aggregate have a Group Material Adverse Effect. None of the activities, agreements, commitments, obligations or rights of the Company is ultra vires , unauthorized or in violation of its Charter Documents or any applicable Laws. The Company has not given any powers of attorney in force, and there are no outstanding authorities, express or implied by which any Person may enter into any contract or commitment to do anything outside the ordinary course of business on its behalf.

 

(b) The WFOE Sub is a wholly-foreign owned enterprise duly organized, validly existing and has all requisite corporate power and authority to own, lease and operate its assets and to carry on its business as presently conducted. The WFOE Sub is duly qualified to transact business and is in good standing as a foreign company in each jurisdiction in which it owns or leases property or conducts any business so as to require such qualification, except for those jurisdictions where the failure to be so qualified and in good standing would not individually or in the aggregate have a Group Material Adverse Effect. The approved total investment amount of the WFOE Sub is USD10,000,000, of which the registered capital amount is USD10,000,000, and such registered capital has been approved by all relevant PRC authorities, which approvals are in full force and effect and have not lapsed or been revoked, and are paid in full. None of the activities, agreements, commitments, obligations or rights of the WFOE Sub is ultra vires , unauthorized or in violation of its Charter Documents or any applicable Laws. The WFOE Sub has not given any powers of attorney in force, and there are no outstanding authorities, express or implied by which any Person may enter into any contract or commitment to do anything outside the ordinary course of business on its behalf.

 

(c) Of the registered capital required to be paid by the Company directly to the WFOE Sub, RMB53,366,763.45 has been paid to the WFOE Sub under its Charter Documents, in accordance with the contribution time schedule set forth therein.

 

(d) Each VIE Agreement is valid, binding and enforceable, and will not result in any violation of any PRC Laws currently in effect. The Company has effective Control of the VIE Sub and is the sole beneficiary of the VIE Sub and the VIE Agreements are adequate to enable the financial statements of the VIE Sub to be consolidated with those of the other Group Companies in accordance with the applicable accounting standards.

 

3.4 Capitalization of the Company .

 

The Sellers are the registered owners of all of the issued and outstanding ordinary shares of the Company, and all Shares are validly issued, fully paid and nonassessable. The Shares to be acquired by the Purchaser as of the Closing will be free and clear of all Liens.

 

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Schedule A sets forth the issued and outstanding Shares of the Company immediately prior to the Closing.

 

There are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any shares of the Company, or any securities convertible into or exchangeable for shares of the Company.

 

3.5 Compliance with Laws and Other Instruments .

 

Each Group Company is in compliance with all applicable Laws in all aspects, except for those noncompliance where the failure to do so would not individually or in the aggregate have a Group Material Adverse Effect.

 

None of the Group Companies is in violation of its Charter Documents, shareholders agreements, as appropriate, or equivalent constitutive documents as in effect.

 

3.6 Governmental Consents and Filings .

 

Assuming the accuracy of the representations made by the Purchaser and Wowo in Section  4 of this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any national, provincial, municipal, local, autonomous region and Governmental Authority is required on the part of any Group Company in connection with the consummation of the Transactions.

 

3.7 Financial Statements .

 

(a) The Company has delivered to the Purchaser the unaudited financial statements of the Company, including the balance sheet as of the Balance Sheet Date, and the balance sheet and the profit and loss statement for the year ended December 31, 2014 (the “ Company Financial Statement ”). A copy of the Company Financial Statements is attached hereto as Schedule D . To the knowledge of the Sellers, the Company Financial Statements fairly present the financial condition and the results of operations in all material aspects as at the date of and for the period referred to in such financial statements, all in accordance with PRC GAAP.

 

(b) The Company has delivered to the Purchaser the audited financial statements of the WFOE Sub, including the balance sheet as of December 31, 2014, the profit and loss statement and the cash flow statement for the year ended December 31, 2014, and the changes in stockholders’ equity as of December 31, 2014, including the notes thereto (the “ WFOE Financial Statement ”). A copy of the WFOE Financial Statements is attached hereto as Schedule D . The WFOE Financial Statements and their notes fairly present the financial condition and the results of operations, changes in shareholders’ equity, and cash flow of the WFOE Sub as at the respective dates of and for the period referred to in such financial statements, all in accordance with the PRC GAAP.

 

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The Company has delivered to the Purchaser the unaudited balance sheet of the WFOE Sub as of the Balance Sheet Date. A copy of such balance sheet is attached hereto as Schedule D . To the knowledge of the Sellers, such balance sheet fairly presents the financial condition in all material aspects as at the Balance Sheet Date in accordance with PRC GAAP.

 

(c) The Company has delivered to the Purchaser the audited financial statements of the VIE Sub, including the balance sheet as of December 31, 2014, the profit and loss statement and the cash flow statement for the year ended December 31, 2014, and the changes in stockholders’ equity as of December 31, 2014, including the notes thereto (the “ VIE Financial Statement ”). A copy of the VIE Financial Statements is attached hereto as Schedule D . The VIE Financial Statements and their notes fairly present the financial condition and the results of operations, changes in shareholders’ equity, and cash flow of the VIE Sub as at the respective dates of and for the period referred to in such financial statements, all in accordance with the PRC GAAP.

 

The Company has delivered to the Purchaser the unaudited balance sheet of the VIE Sub as of the Balance Sheet Date. A copy of such balance sheet is attached hereto as Schedule D . To the knowledge of the Sellers, such balance sheet fairly presents the financial condition in all material aspects as at the Balance Sheet Date in accordance with PRC GAAP.

 

3.8 Operating Data .

 

On or prior to the date hereof, the Group has delivered to the Purchaser certain of its operating data and certain performance data for its business, including, without limitation, information with respect to product mix, the trade volume and number of order placed through the Group’s online platform, and the number of suppliers and customers, all as set forth in Schedule E attached hereto (the “ Operating Data ”). To the knowledge of the Sellers, the Operating Data is true and correct in all material respects.

 

3.9 Material Contracts .

 

Except for the Transaction Documents, and the agreements, understandings, instruments, contracts or proposed transactions set forth in Schedule F (each a “ Material Contract, ” and collectively, the “ Material Contracts ”), there are no agreements, understandings, instruments, contracts or proposed transactions to which a Group Company is a party or by which it is bound that involve (i) any contract entered into otherwise than in the ordinary course of business, (ii) any agreement or arrangement otherwise than by way of bargain at arm’s length, (iii) any obligations (contingent or otherwise) of, or payments to, the Group in excess of US$1,000,000, (iv) any obligation by a Group Company as a guarantor or indemnitor of any indebtedness of any other Person, or (v) agreements, understandings or proposed transactions between any Group Company and any of its officers, directors, employees, consultants, or their respective immediate family members or any Affiliate thereof other than (x) standard employee benefits generally made available to all employees, (y) standard director and officer indemnification agreements approved by the board of directors, and (z) the purchase of shares of the Company’s share capital and the issuance of options to purchase shares of the Company’s ordinary shares, in each instance, approved in the written minutes of the board of directors.

 

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Each Material Contract is valid, binding and in full force and effect, and is enforceable in accordance with its terms against the Group Company to the extent it is a party thereto, and to the knowledge of the Sellers, against the other parties thereto, except in each case as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other Laws of general application affecting enforcement of creditors’ rights generally, and as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

 

3.10 Significant Customers and Suppliers .

 

Schedule G contains a true and complete list of the Significant Customers and Significant Suppliers of the Group. No Significant Customer or Significant Supplier has canceled or otherwise terminated, or threatened to cancel or otherwise terminate, its relationship with any Group Company. No Group Company has received notice that any Significant Customer or Significant Supplier may cancel or otherwise materially and adversely modify its relationship with any Group Company or limit its services, supplies or materials to any Group Company.

 

3.11 Enforceability .

 

The Transaction Documents, when executed and delivered by such Seller, shall constitute valid and legally binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms, except in each case as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other Laws of general application affecting enforcement of creditors’ rights generally, and as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

 

3.12 No Insolvency .

 

(a) No order has been made, or petition presented, or resolution passed for the winding-up of any Group Company.

 

(b) No Group Company is insolvent.

 

(c) There are no circumstances which would entitle any Person to successfully present a petition for the winding-up or administration of any Group Company or to appoint a receiver over the whole or any part of the undertaking or assets of any Group Company.

 

3.13 Absence of Certain Changes .

 

Since the Balance Sheet Date, there has not been:

 

(a) any change in the assets, liabilities, financial condition or operating results of the Group from that reflected in the financial statements provided to the Purchaser, except changes in the ordinary course of business that have not caused, in the aggregate, a Group Material Adverse Effect;

 

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(b) any damage, destruction or loss, whether or not covered by insurance, that would have a Group Material Adverse Effect;

 

(c) any change to a contract or agreement by which any Group Company or any of its assets is bound or subject, except changes that have not caused, in the aggregate, a Group Material Adverse Effect;

 

(d) any mortgage, pledge, transfer of a security interest in, or Lien, created by a Group Company, with respect to any of its material properties or assets, except Liens that arise in the ordinary course of business and do not materially impair that Group Company’s ownership or use of such property or assets;

 

(e) any loans or guarantees made by a Group Company to or for the benefit of its officers, directors, employees, agent, representative, consultants or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;

 

(f) any declaration, setting aside or payment or other distribution in respect of any of the Group Company’s share capital, or any direct or indirect redemption, purchase, or other acquisition of any of such shares by a Group Company; or

 

(g) any sale, assignment or transfer of any Company Intellectual Property that could reasonably be expected to result in a Group Material Adverse Effect.

 

3.14 Anti-Bribery, Anti-Corruption, Anti-Money Laundering and Sanctions .

 

(a) To the knowledge of the Sellers, no Group Company or any officer, director, employee, agent, representative, consultant or any other Person associated with or acting for or on behalf of any Group Company, has offered, paid, promised to pay, or authorized the payment of any money, or offered, given a promise to give, or authorized the giving of anything of value, to any officer or employee or other Person acting in an official capacity for or on behalf of any Governmental Authority (including any entity or enterprise owned or controlled by a government), to any political party or official thereof or to any candidate for political office (or to any Person where a Group Company, its officer, director, employee, agent, representative, consultant or any other Person associated with or acting for or on behalf of the Group Company knew or was aware of a high probability that all or a portion of such money or thing of value would be offered, given or promised, directly or indirectly, to any of the foregoing) (a “ Public Official ”) for the purposes of:

 

(i) (x) influencing any act or decision of such Public Official, (y) inducing such Public Official to do or omit to do any act in violation of the lawful duty of such Public Official, or (z) securing any improper advantage; or

 

(ii) inducing such Public Official to use his or its influence with any Government Authority to affect or influence any act or decision of such Government Authority, in order to assist any Group Company in obtaining or retaining business for or with, or directing business to any Group Company.

 

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(b) No Group Company or any of its respective officers, directors, employees, agents, representatives or consultants has within the past five years (i) taken any action in furtherance of any boycott not sanctioned by the United States, (ii) engaged in transactions with any Government Authority, agent, representative or resident of, or any entity based or resident in, any of the following countries: Balkans, Belarus, Burma, Cote d’Ivoire (Ivory Coast), Cuba, Democratic Republic of Congo, Iran, Iraq, former Liberian regime of Charles Taylor, North Korea, Sudan, Syria or Zimbabwe, (iii) otherwise engaged in transactions with any Person that is the target of U.S. economic sanctions, as designated by the U.S. Treasury Department Office of Foreign Assets Control on its list of “Specially Designated Nationals and Blocked Persons,” or (iv) received unlicensed donations or engaged in financial transactions with respect to which any Group Company knows or has reasonable cause to believe that such financial transactions pose a risk of furthering terrorist attacks anywhere in the world.

 

(c) None of the officers, directors, employees, agents, representatives and consultants of, and none of the beneficial owners of any interest in, any Group Company is a Public Official.

 

3.15 No Litigation .

 

There is no material claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or, to the knowledge of the Sellers, currently threatened against the Company. There is no material action, suit, proceeding or investigation by any Group Company pending or which any Group Company intends to initiate. There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending against the Sellers that challenges, or could have the effect of preventing, delaying, making illegal, imposing limitations or conditions on, or otherwise interfering with, the Transactions.

 

3.16 Securities Law Matters .

 

Each Seller is not a U.S. Person and is located outside of the United States, as such terms are defined in Regulation S.

 

4. Representations and Warranties of the Purchaser and Wowo.

 

The Purchaser and Wowo hereby, jointly and severally, represent and warrant to each Seller that the following representations are true and complete as of the date hereof and will be true and correct as of the date of the Closing, except as otherwise indicated.

 

4.1 Capitalization of Wowo .

 

The Share Consideration will have been validly issued, fully paid and nonassessable as of the Closing. Upon the Closing, the Sellers will acquire title to the Share Consideration, free and clear of all Liens.

 

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Except as set forth in  Schedule H  of this Agreement, which correctly and accurately reflects (i) the aggregate number of issued and outstanding ordinary shares of Wowo as of the date of the Closing, and (ii) the aggregate number of ordinary shares issuable under all outstanding options, all outstanding warrants and all other outstanding securities or obligations which, by their terms, whether directly or indirectly, may be exercisable or exchangeable for, convertible into, or require Wowo to issue, ordinary shares of Wowo, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from Wowo any shares of Wowo, or any securities convertible into or exchangeable for shares of Wowo.

 

4.2 Organization and Good Standing .

 

Each of the Purchaser and Wowo is a company duly organized, validly existing, and in good standing under the laws of the Cayman Islands.

 

(a) Schedule J sets forth a true and complete organization chart of the Wowo Group. Wowo owns 100% of the equity and voting interests of Wowo Group Limited, which in turn owns 100% of the equity and voting interests of Wowo Mall (China) Ltd. (HK), which then owns 100% of the equity and voting interest of Beijing Wowo Shijie Information Technology Co., Limited. Except as disclosed in the SEC Documents, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights, except for such rights which may be held by Wowo) or agreements, orally or in writing, for the purchase of any equity or other ownership interest of the Wowo Group Company. Except as disclosed in the SEC Documents, no Group Company has obligations of any kind to make any investment in or provide funds (whether in the form of a loan, capital contribution or otherwise) to any other Person.

 

(b) The Wowo VIE Subs have been duly organized and are validly existing under the PRC Laws. The Wowo VIE Subs have obtained all necessary approvals, authorizations, consents and orders, and has made all filings that are required under the PRC Laws, for the ownership of its equity interests by each of their respective shareholders. The articles of association and other constitutive documents of the Wowo VIE Subs and its business license comply with the requirements of all PRC Laws and are in full force and effect. Each shareholder of the Wowo VIE Subs that is a legal entity has been duly organized and is validly existing under the PRC Laws.

 

4.3 Authorization .

 

Each of the Purchaser and Wowo has full power and authority to enter into the Transaction Documents. The Transaction Documents to which the Purchaser or Wowo is a party, when executed and delivered by the Purchaser or Wowo, will constitute valid and legally binding obligations of the Purchaser or Wowo, enforceable in accordance with their terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other Laws of general application affecting enforcement of creditors’ rights generally, and as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

 

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4.4 Compliance with Laws and Other Instruments .

 

Each Wowo Group Company is in compliance with all applicable Laws in all aspects, except for those noncompliance where the failure to do so would not individually or in the aggregate have a Wowo Material Adverse Effect.

 

Except as otherwise disclosed in the SEC Documents, none of the Wowo Group Companies is in violation of its Charter Documents, shareholders agreements, as appropriate, or equivalent constitutive documents as in effect.

 

4.5 Governmental Consents and Filings .

 

Assuming the accuracy of the representations made by the Sellers in Section  3 of this Agreement, no consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any national, provincial, municipal, local, autonomous region and Governmental Authority is required on the part of Wowo or the Purchaser in connection with the consummation of the Transactions.

 

4.6 Subscription Agreement .

 

Wowo has executed the Subscription Agreement with Mr. Maodong Xu, the chairman and chief executive officer of Wowo, dated as of the date hereof, pursuant to which Mr. Maodong Xu shall subscribe for 72,000,000 ordinary shares of Wowo, at $0.5556 per share for a total subscription price of $40,000,000. The Sellers’ Representative is a third-party beneficiary of the Subscription Agreement, who is entitled to enforce the Subscription Agreement against the parties thereto.

 

4.7 Purchase Entirely for Own Account .

 

This Agreement is made with the Sellers in reliance upon Wowo and the Purchaser’s representation to the Sellers, which by Wowo and the Purchaser’s execution of this Agreement, the Purchaser hereby confirms, that the Shares to be acquired by the Purchaser will be acquired for the Purchaser’s own account and not with a view to the resale or distribution of any part thereof, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same.

 

4.8 No Litigation .

 

Except as otherwise disclosed in the SEC Documents, (1) there is no material claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or, to the knowledge of Wowo, currently threatened against any Wowo Group Company, and (2) there is no material action, suit, proceeding or investigation by any Wowo Group Company pending or which any Wowo Group Company intends to initiate. There is no claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending against the any Wowo Group Company that challenges, or could have the effect of preventing, delaying, making illegal, imposing limitations or conditions on, or otherwise interfering with, the Transactions.

 

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4.9 Enforceability .

 

The Transaction Documents, when executed and delivered by Wowo or the Purchaser, shall constitute valid and legally binding obligations of such Party, enforceable against such Party in accordance with their respective terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, and any other Laws of general application affecting enforcement of creditors’ rights generally, and as limited by Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

 

4.10 No Insolvency .

 

(a) No Wowo Group Company is insolvent.

 

(b) There are no circumstances which would entitle any Person to successfully present a petition for the winding-up or administration of any Wowo Group Company or to appoint a receiver over the whole or any part of the undertaking or assets of any Wowo Group Company.

 

4.11 Absence of Certain Changes .

 

Since the most recent date of the filing of SEC Documents, there has not been:

 

(a) any change in the assets, liabilities, financial condition or operating results of the Wowo Group from that reflected in the financial statements in the SEC Documents, except changes in the ordinary course of business that have not caused, in the aggregate, a Wowo Material Adverse Effect;

 

(b) any damage, destruction or loss, whether or not covered by insurance, that would have a Wowo Material Adverse Effect;

 

(c) any change to a contract or agreement by which any Wowo Group Company or any of its assets is bound or subject, except changes that have not caused, in the aggregate, a Wowo Material Adverse Effect;

 

(d) any mortgage, pledge, transfer of a security interest in, or Lien, created by a Wowo Group Company, with respect to any of its material properties or assets, except Liens that arise in the ordinary course of business and do not materially impair that Wowo Group Company’s ownership or use of such property or assets;

 

(e) any loans or guarantees made by a Wowo Group Company to or for the benefit of its officers, directors, employees, agent, representative, consultants or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;

 

(f) any declaration, setting aside or payment or other distribution in respect of any of the Wowo Group Company’s share capital, or any direct or indirect redemption, purchase, or other acquisition of any of such shares by a Wowo Group Company; or

 

(g) any sale, assignment or transfer of any Wowo Intellectual Property that could reasonably be expected to result in a Wowo Material Adverse Effect.

 

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4.12 SEC Documents; Financial Statements .

 

(a) Other than the annual report on Form 20-F which was not timely filed, Wowo has filed or furnished, as applicable, on a timely basis all required reports, schedules, forms, certifications, prospectuses, and registration, proxy and other statements with the United States Securities and Exchange Commission (the “ SEC ”) since August 8, 2014 (collectively and together with all documents filed on a voluntary basis on Form 6-K, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, and in its effective form, the “ SEC Documents ”) in material aspects.

 

(b) Each of the SEC Documents, at the time of its filing or being furnished, has complied in all material respects, with the applicable requirements of the Exchange Act, the Securities Act and the Sarbanes-Oxley Act of 2002, and any rules and regulations promulgated thereunder applicable to the SEC Documents. As of their respective dates (or, if amended prior to the date hereof, as of the date of such amendment), the SEC Documents did not, and any SEC Documents filed with or furnished to the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading.

 

(c) The audited consolidated statements of income, changes in stockholders’ equity and cash flows of the Wowo Group included in or incorporated by reference into the SEC Documents (including any related notes and schedules) (i) have been prepared in accordance with US GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), (ii) presented fairly, in all material respects, the consolidated financial position of the Wowo Group as at the dates thereof and the consolidated results of income, changes in stockholders’ equity and cash flows of the Wowo Group for the periods then ended, and (iii) were prepared from the books of account and other financial records of the Wowo Group.

 

4.13 Anti-Bribery, Anti-Corruption, Anti-Money Laundering and Sanctions .

 

(a) To the knowledge of Wowo, no Wowo Group Company or any officer, director, employee, agent, representative, consultant or any other Person associated with or acting for or on behalf of any Wowo Group Company, has offered, paid, promised to pay, or authorized the payment of any money, or offered, given a promise to give, or authorized the giving of anything of value, to any Public Official for the purposes of:

 

(i) (x) influencing any act or decision of such Public Official, (y) inducing such Public Official to do or omit to do any act in violation of the lawful duty of such Public Official, or (z) securing any improper advantage; or

 

(ii) inducing such Public Official to use his or its influence with any Government Authority to affect or influence any act or decision of such Government Authority, in order to assist any Wowo Group Company in obtaining or retaining business for or with, or directing business to any Wowo Group Company.

 

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(b) No Wowo Group Company or any of its respective officers, directors, employees, agents, representatives or consultants has within the past five years (i) taken any action in furtherance of any boycott not sanctioned by the United States, (ii) engaged in transactions with any Government Authority, agent, representative or resident of, or any entity based or resident in, any of the following countries: Balkans, Belarus, Burma, Cote d’Ivoire (Ivory Coast), Cuba, Democratic Republic of Congo, Iran, Iraq, former Liberian regime of Charles Taylor, North Korea, Sudan, Syria or Zimbabwe, (iii) otherwise engaged in transactions with any Person that is the target of U.S. economic sanctions, as designated by the U.S. Treasury Department Office of Foreign Assets Control on its list of “Specially Designated Nationals and Blocked Persons,” or (iv) received unlicensed donations or engaged in financial transactions with respect to which any Wowo Group Company knows or has reasonable cause to believe that such financial transactions pose a risk of furthering terrorist attacks anywhere in the world.

 

(c) None of the officers, directors, employees, agents, representatives, consultants of, and none of the beneficial owners of any interest in, any Wowo Group Company is a Public Official.

 

5. Covenants and Agreements of the Sellers.

 

5.1 Access and Investigation .

 

Between the date of this Agreement and the Closing, each Seller and the Company will and will cause each Group Company to, (a) afford the Purchaser and its representatives and prospective lenders and their representatives (collectively, the “ Purchaser’s Advisors ”) full and free access to each Group Company’s personnel, properties, contracts, books and records, and other documents and data, (b) furnish the Purchaser and each Purchaser’s Advisors with copies of all such contracts, books and records, and other existing documents and data as the Purchaser may reasonably request, and (c) furnish the Purchaser and the Purchaser’s Advisors with such additional financial, operating, and other data and information as the Purchaser may reasonably request.

 

5.2 Operation of the Group Business .

 

Between the date of this Agreement and the Closing, each Seller shall and shall cause the Company and each Group Company to:

 

(a) conduct the business of each Group Company only in accordance with its ordinary course of business consistent with past practices;

 

(b) pay its and its Group Companies’ debts and Taxes when due;

 

(c) pay or perform other material obligations when due;

 

(d) use their best efforts to preserve intact the current business organization of each Group Company, keep available the services of the current officers, directors, employees, agent, representative and consultants of each Group Company, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with each Group Company;

 

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(e) confer with the Purchaser concerning operational matters of a material nature;

 

(f) maintain the assets owned or used by each Group Company in a state of repair and condition that complies with Law and contracts and is consistent with the requirements and normal conduct of the business of that Group Company; and

 

(g) maintain all records of each Group Company consistent with past practice.

 

5.3 Negative Covenants .

 

Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing, no Seller shall, and shall cause the Company and the Group Companies not to, without the prior consent of the Purchaser:

 

(a) cause or permit any amendment or modification of the Charter Documents of any Group Company;

 

(b) declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its or any of its Group Companies’ capital stock or share capital, or split, combine or reclassify any of its capital stock or share capital or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or share capital, or repurchase or otherwise acquire, directly or indirectly any shares of its or its Group Companies’ capital stock or share capital, except from former employees, directors and consultants in accordance with agreements in effect prior to the date hereof providing for the repurchase of shares in connection with any termination of service from it or its Group Companies;

 

(c) issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, or purchase or propose the purchase of, any shares of its or its Group Companies’ capital stock or share capital or securities convertible into, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating it or its Group Companies to issue any such shares or other convertible securities;

 

(d) transfer to any Person or entity any rights to the Company Intellectual Property, other than non-exclusive licenses granted to customers in the ordinary course of business consistent with past practices;

 

(e) enter into or amend any agreements pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any Company Intellectual Property;

 

(f) incur any indebtedness for borrowed money, or guarantee any such indebtedness, or issue or sell any debt securities or guaranty of any debt securities of others;

 

(g) enter into, terminate or amend, in a manner that would be reasonably expected to adversely affect the business of any Group Companies any agreement relating to the license, transfer or other disposition or acquisition of Company Intellectual Property rights or rights to any Material Contracts;

 

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(h) make any capital expenditures, capital additions or capital improvements, outside of the ordinary course of business;

 

(i) acquire or agree to acquire by merging with, or by purchasing a substantial portion of the stock or assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets that are material, individually or in the aggregate, to its business or the business of any of its Group Companies;

 

(j) revalue any of its or its Group Companies’ assets, other than in the ordinary course of business, consistent with past practice, or as required by changes in the applicable accounting standards; or

 

(k) other than in the ordinary course of business, make or change any material election in respect of Taxes, adopt or change any accounting method in respect of Taxes, file any Tax Return or any amendment to a Tax Return, enter into any closing agreement, settle any claim or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes.

 

5.4 Required Approvals .

 

As promptly as practicable after the date of this Agreement, and in any event within the applicable time period prescribed by Law, each Seller shall, and shall cause each Group Company and each of their Affiliates to, make all filings and notifications required by Law to be made by them in connection with the Transactions, if any. Each Seller shall, and shall cause each Group Company and each of their Affiliates to, cooperate with the Purchaser and its Affiliates with respect to all filings and notifications that are required by Law to be made in connection with the Transactions.

 

5.5 Notification .

 

Between the date of this Agreement and the Closing, the Sellers’ Representative will promptly notify the Purchaser in writing if the Sellers’ Representative becomes aware of any fact or condition that causes or constitutes a breach of any of the Sellers’ representations and warranties as set forth in Section 3 , or if the Sellers’ Representative becomes aware of the occurrence after the date of this Agreement of any fact or condition that would (except as expressly contemplated by this Agreement) cause or constitute a breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition. During the same period, the Sellers’ Representative will promptly notify the Purchaser of the occurrence of any breach of any covenant of any Seller in this Section 4.13 or of the occurrence of any event that may make the satisfaction of the conditions in Section 7 impossible or unlikely.

 

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5.6 Best Efforts .

 

Between the date of this Agreement and the Closing, the Sellers shall, and shall cause each Group Company to, use its best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other to do, all things necessary, proper or advisable to perform all of the obligations set forth in Section 5 and cause the conditions in Sections 7 to be satisfied. The Sellers shall, and cause each of its Affiliates to, exert best efforts to take, or cause to be taken, all actions, and to do, or cause to be done all things reasonably necessary, proper or advisable under applicable laws or otherwise to obtain all consents, approvals or conditions, if any, that may be required before the Closing. The Sellers shall cooperate as requested by the Purchaser to obtain all such consents, approvals or conditions.

 

5.7 Change to the VIE Subs.

 

Within sixty (60) days after the Closing, each Seller shall cause the execution of documents that are necessary to add one Person nominated by the Purchaser at its sole discretion (which could be one of the Wowo VIE Subs) as a new shareholder of the VIE Sub, in which such shareholder shall hold 35% of the equity interests in the VIE Sub.

 

5.8 Distribution Compliance Period .

 

Each Seller agrees not to resell or transfer any ordinary shares to be acquired under this Agreement within the United States or to any U.S. Person, as each of those terms is defined in Regulation S, during the six (6) months following the date of the Closing.

 

5.9 Equity Transfer of Shanghai Join Me

 

Within sixty (60) days after the Closing, the Sellers shall cause the VIE Sub to acquire fifty one percent (51%) equity interest of Shanghai Join Me from Shanghai Zhongmin for a total purchase price equal to fifty one percent (51%) of the total registered capital of Shanghai Join Me.

 

5.10 Transfer of Zhongmin Intellectual Properties

 

Within thirty (30) days after the Closing, the Sellers shall cause the relevant owners of the Zhongmin Intellectual Properties to enter into transfer agreements with the VIE Sub for the transfer of all Zhongmin Intellectual Properties to VIE Sub, which transfer shall be without consideration.

 

5.11 Repayment of Sellers’ Loans

 

Each Seller agrees, within thirty (30) days after the Closing, it shall repay all loans or payables it owes to the Company.

 

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6. Covenants and Agreement of the Purchaser and Wowo.

 

6.1 Access and Investigation.

 

Between the date of this Agreement and the Closing, the Purchaser and Wowo will and will cause each Wowo Group Company to, (a) afford the Sellers’ Representative and her representatives (collectively, the “ Sellers’ Advisors ”) full and free access to each Wowo Group Company’s personnel, properties, contracts, books and records, and other documents and data, (b) furnish the Sellers’ Representative and each Sellers’ Advisors with copies of all such contracts, books and records, and other existing documents and data as the Sellers’ Representative may reasonably request, and (c) furnish the Sellers’ Representative and the Sellers’ Advisors with such additional financial, operating, and other data and information as the Sellers’ Representative may reasonably request.

 

6.2 Operation of Wowo

 

Between the date of this Agreement and the Closing, Wowo will or will cause the Wowo Group Company to:

 

(a) conduct the business of each Wowo Group Company only in accordance with its ordinary course of business consistent with past practices;

 

(b) pay its debts and Taxes when due;

 

(c) pay or perform other material obligations when due;

 

(d) use their best efforts to preserve intact the current business organization of each Wowo Group Company, keep available the services of the current officers, directors, employees, agent, representative and consultants of each Wowo Group Company, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with each Wowo Group Company;

 

(e) confer with the Sellers’ Representative concerning operational matters of a material nature;

 

(f) maintain the assets owned or used by each Wowo Group Company in a state of repair and condition that complies with laws and contracts and is consistent with the requirements and normal conduct of the business of that Wowo Group Company; and

 

(g) maintain all records of each Wowo Group Company consistent with past practice.

 

6.3 Negative Covenants .

 

Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing, Wowo will not and will cause each Wowo Group Company to not, without the prior consent of the Sellers’ Representative:

 

(a) cause or permit any amendment or modification of the Charter Documents of any Wowo Group Company;

 

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(b) declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its or any of the Wowo Group Companies’ capital stock or share capital, or split, combine or reclassify any of its capital stock or share capital or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or share capital, or repurchase or otherwise acquire, directly or indirectly any shares of its or any Wowo Group Companies’ capital stock or share capital, except from former employees, directors and consultants in accordance with agreements in effect prior to the date hereof providing for the repurchase of shares or the forfeiture of options in connection with any termination of service from it or Wowo Group Companies;

 

(c) issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, or purchase or propose the purchase of, any shares of its or Wowo Group Companies’ capital stock or share capital or securities convertible into, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating it or Wowo Group Companies to issue any such shares or other convertible securities;

 

(d) transfer to any Person or entity any rights to the Wowo Intellectual Property, other than non-exclusive licenses granted to customers in the ordinary course of business consistent with past practices;

 

(e) enter into or amend any agreements pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any Wowo Intellectual Property;

 

(f) incur any indebtedness for borrowed money, or guarantee any such indebtedness, or issue or sell any debt securities or guaranty of any debt securities of others;

 

(g) enter into, terminate or amend, in a manner that would be reasonably expected to adversely affect the business of any Wowo Group Companies any agreement relating to the license, transfer or other disposition or acquisition of Wowo Intellectual Property rights;

 

(h) make any capital expenditures, capital additions or capital improvements, outside of the ordinary course of business;

 

(i) acquire or agree to acquire by merging with, or by purchasing a substantial portion of the stock or assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof, or otherwise acquire or agree to acquire any assets that are material, individually or in the aggregate, to its business or the business of any of the Wowo Group Companies;

 

(j) revalue any of the Wowo Group Companies’ assets, other than in the ordinary course of business, consistent with past practice, or as required by changes in US GAAP; or

 

(k) other than in the ordinary course of business, make or change any material election in respect of Taxes, adopt or change any accounting method in respect of Taxes, file any Tax Return or any amendment to a Tax Return, enter into any closing agreement, settle any claim or assessment in respect of Taxes, or consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes.

 

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6.4 Required Approvals.

 

As promptly as practicable after the date of this Agreement, and in any event within the applicable time period prescribed by law, Wowo shall, and shall cause each Wowo Group Company to, make all filings and notifications required by law to be made by them in connection with the Transactions. Wowo shall, and shall cause each Wowo Group Company to, cooperate with the Sellers, the Sellers’ Representative and its Affiliates with respect to all filings and notifications that are required by Law to be made in connection with the Transactions.

 

6.5 Notification .

 

Between the date of this Agreement and the Closing, Wowo will promptly notify the Sellers’ Representative in writing if Wowo becomes aware of any fact or condition that causes or constitutes a breach of any of Wowo’s or the Purchaser’s representations and warranties as set forth in Section 4 , or if the Purchaser or Wowo becomes aware of the occurrence after the date of this Agreement of any fact or condition that would (except as expressly contemplated by this Agreement) cause or constitute a breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition. During the same period, Wowo and the Purchaser will promptly notify the Sellers’ Representative of the occurrence of any breach of any covenant of Wowo or the Purchaser in this Section 6 or of the occurrence of any event that may make the satisfaction of the conditions in Section 8 impossible or unlikely.

 

6.6 Best Efforts .

 

Between the date of this Agreement and the Closing, Wowo and the Purchaser shall, and shall cause each Wowo Group Company to, use its best efforts to take, or cause to be taken, all actions, and to do, or cause to be done and cooperate with each other to do, all things necessary, proper or advisable to perform all of the obligations set forth in Section 6 and cause the conditions in Sections 8 to be satisfied. Wowo and the Purchaser shall, and cause each of Wowo Group Company to, exert best efforts to take, or cause to be taken, all actions, and to do, or cause to be done all things reasonably necessary, proper or advisable under applicable laws or otherwise to obtain all consents, approvals or conditions, if any, that may be required before the Closing. Wowo and the Purchaser shall cooperate as requested by the Sellers to obtain all such consents, approvals or conditions.

 

6.7 Change to the Wowo VIE Sub .

 

Within sixty (60) days after the Closing, the Purchaser and Wowo shall cause the execution of documents that are necessary to add one or two Persons nominated by the Sellers’ Representative at her sole discretion (which could be the Company’s VIE Sub) as a shareholder or shareholders of each Wowo VIE Sub, which shareholder(s) shall hold in total 35% of the equity interests in each Wowo VIE Sub.

 

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6.8 Subscription Agreement

 

Wowo hereby covenants that it shall, to the greatest extent permitted by Law, enforce all of its rights under the Subscription Agreement. 

 

6.9 Board Composition, Chairman and Co-Chief Executive Officers .

 

Prior to the Closing, Wowo shall have taken all necessary corporate actions such that (i) immediately upon occurrence of the Closing, the Board of Wowo shall be comprised of eleven (11) members, including two (2) new directors nominated by Ms. Xiaoxia Zhu and two (2) new directors nominated by Ms. Huimin Wang, and (ii) for a period of six (6) months from the date of the Closing, Ms. Xiaoxia Zhu and Mr. Maodong Xu shall serve as co-chairpersons of Wowo. Wowo shall also have entered into the Voting Agreement in relation to the Board composition and co-chairman arrangement prior to or on the Closing.

 

On or before the Closing, Wowo shall have entered into an Indemnification Agreement with the directors of Wowo, including each of the directors to be appointed pursuant to this Section 6.9.

 

Wowo shall cause each of such directors of Wowo to be included as an insured under a directors’ and officers’ insurance policy with such terms as applicable to all the other directors of Wowo, or within thirty (30) days from the Closing if Wowo has exerted good efforts and is unable to obtain such insurance at the Closing.

 

Upon the Closing, Wowo shall cause its operations be managed by two co-chief executive officers for a period of six (6) months from the date of the Closing. Wowo shall cause each of Mr. Maodong Xu and the Sellers’ Representative to be entitled to nominate a person who will serve as a co-chief executive officer of Wowo. The initial co-chief executive officers shall be and Ms. Xiaoxia Zhu and Mr. Jianguang Wu.

 

6.10 License Back of Zhongmin Licensed-back Intellectual Properties .

 

Within thirty (30) days after the Closing, Wowo shall cause VIE Sub to enter into license agreements with Shanghai Zhongmin, pursuant to which the VIE Sub shall grant to Shanghai Zhongmin a global, irrevocable, perpetual and exclusive license to use all Zhongmin Licensed-back Intellectual Properties.

 

6.11 Foreign Exchange Registration and Filing .

 

The Sellers’ Representative shall cause each of Ms. Xiaoxia Zhu and Ms. Huimin Wang to complete the applicable foreign exchange registration and filings in relation to the equity interests held by such individual or their respective Affiliates in the Company after the Closing.

 

7. Conditions to the Purchaser’s Obligations at Closing .

 

The obligations of the Purchaser to purchase Shares at the Closing are subject to the fulfillment, on or before such Closing, of each following condition, unless otherwise waived:

 

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7.1 Representations and Warranties .

 

The representations and warranties of the Sellers contained in Section 3 shall be true, correct and complete in all material respects as of such Closing, except where such breach of representations and warranties, individually or in the aggregate, could not reasonably be expected to result in a Group Material Adverse Effect.

 

7.2 Performance .

 

Each Seller and Group Company shall have performed and complied with, in all material respects, all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Company on or before such Closing.

 

7.3 Legal Opinion .

 

The Purchaser shall have received from the Company’s PRC legal counsel a legal opinion in the form and substance to the Purchaser’s reasonable satisfaction.

 

7.4 Compliance Certificate .

 

The Sellers’ Representative shall have delivered to the Purchaser at such Closing a certificate certifying, on behalf of Sellers, that the conditions specified in Sections 7.1 and 7.2 have been fulfilled.

 

7.5 Ancillary Agreements .

 

Each Seller shall have delivered to the Purchaser all Ancillary Agreements, duly executed, to which he, she or it, as applicable, is a party.

 

8. Conditions of the Sellers’ Obligations at Closing.

 

The obligations of the Sellers to sell Shares to the Purchaser at the Closing are subject to the fulfillment, on or before the Closing, of each following condition, unless otherwise waived:

 

8.1 Representations and Warranties .

 

The representations and warranties of the Purchaser and Wowo contained in Section 4 shall be true, correct and complete in all material respects as of such Closing, except where such breach of representations and warranties, individually or in the aggregate, could not reasonably be expected to result in a Wowo Material Adverse Effect.

 

8.2 Performance .

 

The Purchaser and Wowo shall have performed and complied with, in all material respects, all covenants, agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by them on or before such Closing.

 

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8.3 Compliance Certificate .

 

The Purchaser and Wowo shall have delivered to the Sellers’ Representative at such Closing a certificate certifying that the conditions specified in Sections 8.1 and 8.2 have been fulfilled.

 

8.4 Ancillary Agreements .

 

Each of the Purchaser, Wowo and Mr. Maodong Xu shall have delivered to the Sellers’ Representative all Ancillary Agreements, duly executed, to which it or he, as applicable, is a party.

 

9. Termination.

 

9.1 Termination Events .

 

This Agreement and any Transaction Document may, by notice given prior to or at the Closing, be terminated:

 

(a) by either the Purchaser or the Sellers’ Representative if a material breach of any provision of this Agreement has been committed by another Party and such breach has not been waived or rectified within thirty (30) days after the breach;

 

(b) by mutual consent of the Purchaser and the Sellers’ Representative; or

 

(c) by the Purchaser or Sellers’ Representative if the Closing has not occurred (other than through the failure of any Party seeking to terminate this Agreement to comply fully with its or their obligations under this Agreement) on or before June 30, 2015 (the “ Long-Stop Date ”), or such later date as the Parties may agree upon.

 

9.2 Effect of Termination .

 

Each Party’s right of termination under Section 9.1 is in addition to any other rights it may have under this Agreement or otherwise, and the exercise of a right of termination will not be an election of remedies. If this Agreement is terminated pursuant to Section 9.1 , all further obligations of the Parties under this Agreement will terminate; provided, however, that if this Agreement is terminated by a Party because of the breach of the Agreement by another Party or because one or more of the conditions to the terminating Party’s obligations under this Agreement is not satisfied as a result of another Party’s failure to comply with its obligations under this Agreement, the terminating Party’s right to pursue all legal remedies will survive such termination unimpaired.

 

10. Indemnification and Remedies.

 

10.1 Survival .

 

(a) All representations, warranties, covenants, and obligations in this Agreement, and any certificate, document, or other writing delivered pursuant to this Agreement will survive for one (1) year after the Closing and the consummation and performance of the Transactions. The covenants and other agreements of each Party contained in this Agreement shall survive the Closing until fully discharged in accordance with their terms, except for those covenants and agreements which shall be complied with or discharged prior to the Closing in accordance with the terms of this Agreement.

 

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(b) If written notice of a claim for indemnification has been given in accordance with this Section 10 prior to the time at which the applicable representations, warranties, covenants or other agreements would otherwise terminate pursuant to the foregoing, then the relevant representations, warranties, covenants or other agreements shall survive such time as to such claim, until such claim has been finally resolved.

 

(c) The waiver of any condition relating to any representation, warranty, covenant, or obligation will not affect the right to indemnification, payment, reimbursement, or other remedy based upon such representation, warranty, covenant, or obligation.

 

10.2 Indemnification .

 

From and after the date of the Closing, each Party, as applicable (the “ Indemnifying Person ”), shall indemnify and hold the other relevant Parties and their respective directors, officers and agents (collectively, the “ Indemnified Person ”) harmless from and against any losses, claims, damages, liabilities, judgments, fines, obligations, expenses and liabilities of any kind or nature whatsoever, including but not limited to any investigative, legal and other expenses incurred in connection with, and any amounts paid in settlement of, any pending or threatened legal action or proceeding, and any taxes or levies that may be payable by such person by reason of the indemnification of any indemnifiable loss hereunder (collectively, “ Losses ”) resulting from or arising out of: (i) the breach of any representation or warranty of the Indemnifying Person contained in the Transaction Documents, or (ii) the violation or nonperformance, partial or total, of any covenant or agreement of the Indemnifying Person contained in the Transaction Documents. In calculating the amount of any Losses of an Indemnified Person hereunder, there shall be subtracted the amount of any insurance proceeds and third-party payments received by the Indemnified Person with respect to such Losses, if any. For the avoidance of doubt, the obligations of the Sellers hereunder shall be several and not jointly and in proportion to its, his or her, as applicable, respective number of Shares sold to the total number of Shares sold. Notwithstanding anything to the contrary, none of the Sellers shall be entitled to seek indemnification from any other Seller or from the Sellers’ Representative.

 

10.3 Third-Party Claims.

 

(a) The Indemnified Person shall give notice of the assertion of a Third-Party Claim to the Indemnifying Person; provided, however, that no failure or delay on the part of an Indemnified Person in notifying an Indemnifying Person will relieve the Indemnifying Person from any obligation under this Section 10 except to the extent that the failure or delay materially prejudices the defense of the Third-Party Claim by the Indemnifying Person.

 

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(b) (i) Except as provided in Section 10.3(c) , the Indemnifying Person may elect to assume the defense of the third-party claim with counsel satisfactory to the Indemnified Person by (a) giving notice to the Indemnified Person of its election to assume the defense of the Third-Party Claim and (b) giving the Indemnified Person evidence acceptable to the Indemnified Person that the Indemnifying Person has adequate financial resources to defend against the Third-Party Claim and fulfill its obligations under this Section 10 , in each case no later than 10 days after the Indemnified Person gives notice of the assertion of a Third-Party Claim under Section 10.3(a) .

 

(ii) If the Indemnifying Person elects to assume the defense of a Third-Party Claim: (A) it shall diligently conduct the defense and, so long as it diligently conducts the defense, shall not be liable to the Indemnified Person for any Indemnified Person's fees or expenses subsequently incurred in connection with the defense of the Third-Party Claim other than reasonable costs of investigation, (B) the election will conclusively establish for purposes of this Agreement that the Indemnified Person is entitled to relief under this Agreement for any loss arising, directly or indirectly, from or in connection with the Third-Party Claim, (C) no compromise or settlement of such Third-Party Claim may be effected by the Indemnifying Person without the Indemnified Person's consent unless (I) there is no finding or admission of any violation by the Indemnified Person of any Laws or any rights of any Person, (II) the Indemnified Person receives a full release of and from any other claims that may be made against the Indemnified Person by the Third Party bringing the Third-Party Claim, and (III) the sole relief provided is monetary damages that are paid in full by the Indemnifying Person, and (D) the Indemnifying Person shall have no liability with respect to any compromise or settlement of such claims effected without its consent.

 

(iii) If the Indemnifying Person does not assume the defense of a Third-Party Claim in the manner and within the period provided in Section 10.3(b)(i) , or if the Indemnifying Person does not diligently conduct the defense of a Third-Party Claim, the Indemnified Person may conduct the defense of the Third-Party Claim at the expense of the Indemnifying Person and the Indemnifying Person shall be bound by any determination resulting from such Third-Party Claim or any compromise or settlement effected by the Indemnified Person.

 

(c) Notwithstanding the foregoing, if an Indemnified Person determines in good faith that there is a reasonable probability that a Third-Party Claim may adversely affect it or any Affiliate other than as a result of monetary damages for which it would be entitled to relief under this Agreement, the Indemnified Person may, by notice to the Indemnifying Person, assume the exclusive right to defend, compromise, or settle such Third-Party Claim.

 

(d) Notwithstanding the provisions of Section 12.12 , the Parties consent to the nonexclusive jurisdiction of any court in which a proceeding is brought against any Indemnified Person for purposes of determining any claim that an Indemnified Person may have under this Agreement with respect to such proceeding or the matters alleged therein.

 

(e) With respect to any Third-Party Claim subject to this Section 10.3 : (i) any Indemnified Person and any Indemnifying Person, as the case may be, shall keep the other Person fully informed of the status of such Third-Party Claim and any related proceeding at all stages thereof where such Person is not represented by its own counsel, and (ii) both the Indemnified Person and the Indemnifying Person, as the case may be, shall render to each other such assistance as they may reasonably require of each other and shall cooperate in good faith with each other in order to ensure the proper and adequate defense of any Third-Party Claim.

 

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(f) In addition to Section 11 , with respect to any Third-Party Claim subject to this Section 10.3 , the Parties shall cooperate in a manner to reserve in full (to the extent possible) the confidentiality of all confidential information and the attorney-client and work product privileges. In connection therewith, each Party agrees that: (i) it shall use its best efforts, in respect of any Third-Party Claim in which it has assumed or participated in the defense, to avoid production of confidential information (consistent with applicable Law and rules of procedure) and (ii) all communications between any Party and counsel responsible for or participating in the defense of any Third-Party Claim shall, to the extent possible, be made so as to preserve any applicable attorney-client or work-product privilege.

 

(g) Any claim under this Section 10.3 for any matter involving a Third-Party Claim shall be indemnified, paid, or reimbursed promptly. If the Indemnified Person shall for any reason assume the defense of a Third-Party Claim, the Indemnifying Person shall reimburse the Indemnified Person on a monthly basis for the costs of investigation and the reasonable fees and expenses of counsel retained by the Indemnified Person.

 

10.4 Indemnitee Negligence .

 

The provisions in this Section 10 shall be enforceable regardless of whether the liability is based upon past, present or future acts, claims or Laws and regardless of whether any Person (including the Person from whom relief is sought) alleges or proves the sole, concurrent, contributory, or comparative negligence of the Person seeking relief, or the sole or concurrent strict liability imposed upon the person seeking relief.

 

10.5 Limitation on Indemnification .

 

Each Seller’s liability to Wowo or the Purchaser for any Losses arising under Section 10  shall in no event exceed fifty percent (50%) of the amount equal to the sum of the implied value of the Share Consideration on the date of the Closing and the Cash Consideration, in each case, received by such Seller.

 

Wowo and the Purchaser’s liability to the Sellers for any Losses arising under Section 10  shall in no event, in aggregate, exceed fifty percent (50%) of the amount equal to the sum of the implied value of the Shares received by the Purchaser.

 

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11. Confidentiality and Press Release

 

11.1 Disclosure of Terms .

 

The terms and conditions of this Agreement, the other Transaction Documents, any term sheet or memorandum of understanding entered into pursuant to the transactions contemplated hereby and thereby, all exhibits and schedules attached hereto and thereto, and the transactions contemplated hereby and thereby (collectively, the “ Confidential Information ”), including their existence, shall be considered confidential information and the Parties hereto shall not, and shall procure their respective Affiliates not to, disclose to any third party except as permitted in accordance with the provisions set forth below.

 

11.2 Press Release .

 

Any public announcement, including any press release, communication to employees customers, suppliers, or others having dealings with Wowo or the Company, or similar publicity with respect to this Agreement or any Transaction, will be issued, at such time, in such manner and containing such content as the Purchaser and the Sellers’ Representative agree in writing.

 

11.3 Permitted Disclosure .

 

Notwithstanding anything in the foregoing to the contrary:

 

(a) the Sellers may disclose any portion of the Confidential Information to the Company’s, officers, directors, Key Employees, investment bankers, lenders, accountants, auditors, business or financial advisors, and attorneys, in each case only where such persons or entities are under appropriate non-disclosure obligations imposed by professional ethics, law or otherwise;

 

(b) the Purchaser may disclose any portion of the Confidential Information to its current officers, directors, Key Employees, investment bankers, lenders, accountants, auditors, business or financial advisors, and attorneys, in each case only where such persons or entities are under appropriate non-disclosure obligations imposed by professional ethics, law or otherwise; and

 

(c) the confidentiality obligations set out in Section 11.1 above do not apply to:

 

(i) information which was in the public domain or otherwise known to the relevant Party before it was furnished to it by another Party or, after it was furnished to that Party, entered the public domain otherwise than as a result of (i) a breach by that Party of this Section 11.3 , or (ii) a breach of a confidentiality obligation by the discloser, where the breach was known to that Party;

 

(ii) information the disclosure of which is necessary in order to comply with any applicable Law, the order of any court, the requirements of a stock exchange or to obtain tax or other clearances or consents from any relevant authority; or

 

(iii) information disclosed by any director of the Company to its appointer or any of its Affiliates or otherwise in accordance with the foregoing provisions of this Section 11.3 .

 

35  

 

 

11.4 Legally Required Disclosure .

 

In the event that any Party is requested by any Governmental Authority or becomes legally required (including, pursuant to securities Laws and regulations) to disclose, under applicable Laws, the existence of this Agreement, other Transaction Documents or the content of any of the financing terms in contravention of the provisions of this Section  11 , such Party (the “ Disclosing Party ”) shall provide the other Party with prompt written notice of that fact and shall consult with the other Party regarding such disclosure. The Disclosing Party shall, to the extent possible and with the cooperation and reasonable efforts of the other Party, seek a protective order, confidential treatment or other appropriate remedy. In such event, the Disclosing Party shall furnish only that portion of the information which is legally required to be disclosed and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded to such information.

 

11.5 Other Information .

 

The provisions of this Section 11 shall be in addition to, and not in substitution for, the provisions of any separate non-disclosure agreement executed by any of the Parties hereto with respect to the Transactions.

 

12. Miscellaneous

 

12.1 Fees and Expenses .

 

Except as otherwise provided in this Agreement or the other documents to be delivered pursuant to this Agreement, each Party will bear its respective fees and expenses incurred in connection with the preparation, negotiation, execution, and performance of this Agreement and the consummation and performance of the Transactions, including all fees and expenses of its officers, directors, partners, employees, agents or representatives. The obligation of each Party to bear its own fees and expenses will be subject to any rights of such Party arising from a breach of this Agreement by another Party.

 

The stamp duty in connection with the Transactions shall be borne equally by the Sellers (on the one hand) and the Purchaser (on the other hand). Each Seller shall be solely responsible for his, her or its own income tax, capital gain tax or other forms of Taxes payable by such Seller under the applicable Laws.

 

12.2 No Finder’s Fees .

 

Each Party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction. The Purchaser agrees to indemnify and to hold harmless the Sellers from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of the Transactions (and the costs and expenses of defending against such liability or asserted liability) for which the Purchaser or any of its officers, directors, partners, employees, agent or representatives is responsible. The Sellers, severally and not jointly and in proportion to its, his or her, as applicable, respective number of Shares sold to the total number of Shares sold, agree to indemnify and hold the Purchaser harmless from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of the Transactions (and the costs and expenses of defending against such liability or asserted liability) for which such Seller or, with respect a Seller that is not an individual, any of its officers, directors, partners, employees, agents or representatives is responsible.

 

36  

 

 

12.3 Sellers’ Representative .

 

Each Seller has appointed Ms. Xiaoxia Zhu and Ms. Huimin Wang as his, her or its representatives (the “ Sellers’ Representative ”) with full power and authority to consummate the Transactions (including the execution of the Transaction Documents).

 

This appointment and grant of power and authority is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and will not be terminated by any act of any Seller or by operation of law, whether by the death or incapacity of any Seller or by the occurrence of any other event. Each Seller here by consents to the taking of any and all actions and the making of any decisions required or permitted to be taken or omitted by Sellers' Representative pursuant to this Section ‎12.3.

 

Each Seller hereby agrees, acknowledges and confirms that any amount of payment by or on behalf of the Purchaser into the bank account as designated by the Sellers’ Representative shall constitute full performance and discharge of the Purchaser’s obligation, as applicable, to pay such amount to such Seller under this Agreement.

 

The Purchaser and Wowo shall be entitled to rely upon any document or other paper delivered by Sellers' Representative as being authorized by the Sellers, and the Purchaser or Wowo shall not be liable to any Seller for any action taken or omitted to be taken by the Purchaser or Wowo based on such reliance.

 

12.4 Default in Payment .

 

If a Party obligated to make a payment under this Agreement fails to make the relevant payment on or before the due date as set forth herein, such Party shall forthwith pay to the Party to whom such payment is due such amount due and a daily interest rate of one tenth percent (0.1%) for each day of delay until such payment is paid in full.

 

12.5 Further Assurances .

 

The Parties will (a) execute and deliver to each other such other documents and (b) do such other acts and things as a Party may reasonably request for the purpose of carrying out the intent of this Agreement, the Transactions, and the documents to be delivered pursuant to this Agreement.

 

12.6 Entire Agreement .

 

This Agreement supersedes all prior agreements, whether written or oral, between the Parties with respect to its subject matter (including any letter of intent and, upon the Closing, any confidentiality obligation to which the Purchaser is subject) and constitutes a complete and exclusive statement of the terms of the agreement between the Parties with respect to the subject matter of this Agreement.

 

37  

 

 

12.7 Modification .

 

This Agreement may only be amended, supplemented, or otherwise modified by the Purchaser and the Sellers’ Representative in writing.

 

12.8 Assignments and Successors .

 

The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties. Nothing in this Agreement, express or implied, is intended to confer upon any Party other than the Parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

 

12.9 No Third-Party Rights .

 

Other than the Indemnified Persons and the Parties, no Person will have any legal or equitable right, remedy, or claim under or with respect to this Agreement. This Agreement may not be amended or terminated, and any provision of this Agreement may be waived, without the consent of any Person who is a Party to the Agreement (and in the case of the Sellers, the Sellers’ Representative).

 

12.10 Remedies Cumulative .

 

The rights and remedies of the Parties under this Agreement are cumulative and not alternative.

 

12.11 Governing Law .

 

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the principles of conflicts of law thereof.

 

12.12 Dispute Resolution .

 

Any dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation, breach, termination or invalidity thereof, shall, so far as it is possible, be settled by arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force and as may be amended by the rest of this Section 12.12 . The appointing authority shall be Hong Kong International Arbitration Centre (“ HKIAC ”). The seat of the arbitration shall be Hong Kong. There shall be three (3) arbitrators. The Company and the Sellers, on the one hand, and the Purchaser and Wowo, on the other hand, shall be entitled to designate one arbitrator each. The two arbitrators shall consult with each other to agree upon the selection of a third arbitrator. The arbitration shall be conducted in the English language. Evidence and testimony may be presented in any language, including a language other than English providing it is accompanied by an English translation thereof (which translation shall have been certified and prepared or given at the sole cost of the Party offering such evidence or testimony). The arbitral award shall be in English writing and, unless the parties to the arbitration agree otherwise, shall state the reasons upon which it is based. The award shall be final and binding on the parties to the arbitration.

 

38  

 

 

12.13 Attorney’s Fees .

 

In the event any claim, action, suit, proceeding, arbitration, complaint, charge or investigation is brought in respect of this Agreement or any of the documents referred to in this Agreement, the prevailing Party shall be entitled to recover reasonable attorneys' fees and other costs incurred in such claim, action, suit, proceeding, arbitration, complaint, charge or investigation, in addition to any relief to which such Party may be entitled under applicable Law.

 

12.14 Enforcement of Agreement .

 

Each Party acknowledge and agree that the other Party would be irreparably harmed if any of the provisions of this Agreement are not performed in accordance with their specific terms and that any breach of this Agreement by such Party could not be adequately compensated in all cases by monetary damages alone. Accordingly, each Party agrees that, in addition to any other right or remedy to which the other Party may be entitled at law or in equity, such Party shall be entitled to enforce any provision of this Agreement by a decree of specific performance and to obtain temporary, preliminary, and permanent injunctive relief to prevent breaches or threatened breaches, without posting any bond or giving any other undertaking.

 

Wowo agrees that it shall take all actions necessary to cause the Purchaser to perform all its obligations under this Agreement. If the Purchaser fails to perform any of its obligations hereunder, Wowo shall immediately perform such obligations on behalf of the Purchaser, including the Purchaser’s obligations to consummate the Transactions contemplated herein and to make payments pursuant to the terms hereof. Wowo further agrees that the Sellers are entitled to enforce such terms in this Agreement applicable to the Purchaser against Wowo if the Purchaser fails to comply with such terms.

 

12.15 No Waiver .

 

Neither any failure nor any delay by any Party in exercising any right, power, or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by applicable Law, (a) no claim or right arising out of this Agreement or any of the documents referred to in this Agreement can be waived by a Party, in whole or in part, unless made in a writing signed by such Party or the Sellers' Representative on behalf of a Seller, (b) a waiver given by a Party will only be applicable to the specific instance for which it is given, and (c) no notice to or demand on a Party will (i) waive or otherwise affect any obligation of that Party or (ii) affect the right of the Party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.

 

39  

 

 

12.16 Notices .

 

All notices and other communications required or permitted by this Agreement shall be in writing and will be effective, and any applicable time period shall commence, when (a) delivered to the following address by hand or by a nationally recognized overnight courier service (costs prepaid) addressed to the following address or (b) transmitted electronically to the following facsimile numbers or e-mail addresses, in each case marked to the attention of the Person (by name or title) designated below (or to such other address, facsimile number, e-mail address, or Person as a Party may designate by notice to the other Party):

 

The Sellers:

 

23A, Block 3, Peak One, Tung Lo Wan Hill Road, Tai Wai, Shatin, New Territories, Hong Kong

 

Attention: Ms. Xiaoxia Zhu

 

E-mail address: xiaoxiazhu2009@hotmail.com;

 

and

 

No.42, XiaDuHuaYuan, No. 2000 JianHe Road (near HongQiao Road), ChangNing District, Shanghai, China

 

Attention: Ms. Huimin Wang

 

E-mail address: huimin.wang@xiaonanguo.com

 

with a copy (for informational purposes only) to:

 

Dechert

 

27/F, Henley Building

5 Queen’s Road Central, Hong Kong

Attention: David K. Cho/Yang Wang

E-mail address: david.cho@dechert.com; yang.wang@dechert.com

 

The Purchaser or Wowo:

 

Third Floor, Chuangxin Building

No. 18 Xinxi Road, Haidian District, Beijing

People’s Republic of China

E-mail address: ModernXu@55.com

 

with a copy (for informational purposes only) to: Skadden, Arps, Slate, Meagher & Flom

 

42/F, Edinburgh Tower, The Landmark

15 Queen’s Road Central, Hong Kong

Attention: Will Cai

E-mail address: will.cai@skadden.com

 

12.17 Severability .

 

If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

 

40  

 

 

12.18 Time of Essence .

 

With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence.

 

12.19 Counterparts and Electronic Signatures .

 

(a) This Agreement and other documents to be delivered pursuant to this Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy and all of which, when taken together, will be deemed to constitute one and the same agreement or document, and will be effective when counterparts have been signed by each of the Parties and delivered to the other Party.

 

(b) A manual signature on this Agreement or other documents to be delivered pursuant to this Agreement, an image of which shall have been transmitted electronically, will constitute an original signature for all purposes. The delivery of copies of this Agreement or other documents to be delivered pursuant to this Agreement, including executed signature pages where required, by electronic transmission will constitute effective delivery of this Agreement or such other document for all purposes.

 

[Signature Page Follows]

 

41  

 

 

IN WITNESS WHEREOF, the Parties have executed this Share Purchase Agreement as of the date first written above.

 

 

WOWO:

 

Wowo Limited

     
    /s/ Maodong Xu
  Name: Maodong Xu
  Title: Chairman and Chief Executive Officer

 

  PURCHASER:
   
  New Admiral Limited
     
    /s/ Maodong Xu
  Name: Maodong Xu
  Title: Director
   
  SELLERS’ REPRESENTATIVE
   
  /s/ Xiaoxia Zhu
  Xiaoxia Zhu
  on behalf of the Sellers as set forth in Schedule A
   
  /s/ Huiming Wang
  Huimin Wang
  on behalf of the Sellers as set forth in Schedule A

 

[Signature Page to the Share Purchase Agreement]

 

 

 

 

SCHEDULE A

 

Sellers, Number of Shares, Cash Consideration and Share Consideration

 

 

Sellers   Number of Shares of
the Company
Immediately Prior to
Closing and sold to
the Purchaser at the
Closing
    Share
Consideration to
be paid at the
Closing
    Cash
Consideration
to be paid at the
Closing under
Section 2.4(d)
    Cash
Consideration
to be paid after
the Closing
under Section
2.4(e)
 
浙江向阳渔港集团股份有限公司     31,712,694       158,219,624       3,201,000.05       3,201,000.05  
Extensive Power Limited     29,884,832       149,100,132       3,016,500.23       3,016,500.23  
上海众钜投资管理中心(有限合伙)     22,291,022       111,213,418       2,250,000.04       2,250,000.04  
Markland (Hong Kong) Investment Limited     22,246,440       110,990,992       2,245,500.04       2,245,500.04  
亞洲環球拓展有限公司 (Asia Global Develop Limited)     14,117,647       70,435,164       1,425,000.00       1,425,000.00  
新加坡骏和投资有限公司
(Junhe Investment Pte. Ltd.)
    8,842,105       44,114,654       892,499.97       892,499.97  
環球東方發展有限公司
(Global Oriental Development Limited)
    7,356,037       36,700,427       742,499.99       742,499.99  
Markland (Hong Kong) Planning Limited     6,687,306       33,364,023       674,999.96       674,999.96  
林宁
Ms. Ning Lin
    1,263,158       6,302,094       127,500.01       127,500.01  
黄有龙
Mr. Youlong Huang
    1,263,158       6,302,094       127,500.01       127,500.01  
潘慰
Ms. Wai Poon
    980,804       4,893,386       98,999.90       98,999.90  
吴国平
Mr. Guoping Wu
    980,804       4,893,386       98,999.90       98,999.90  
王刚
Mr. Gang Wang
    980,804       4,893,386       98,999.90       98,999.90  
TOTAL     148,606,811       741,422,780     $ 15,000,000.00     $ 15,000,000.00  

 

 

 

 

SCHEDULE B

 

List of VIE Agreements

 

1. Master Exclusive Service Agreement
2. Business Cooperation Agreement
3. VIE Equity Pledge Agreement
4. Exclusive Option Agreement
5. Proxy Agreement and Power of Attorney

 

 

 

 

SCHEDULE C

 

Organization Chart of the Group

 

 

 

* Such subsidiary has an unpaid registered capital of RMB100,000.

 

 

 

 

SCHEDULE D

 

Financial Statements

 

众美联(香港)投资有限公司

资产负债表

 

日期:2015年4月30日 货币单位:港币(元)

 

资 产
期末余额 期初余额

负债和所有者权益(或股东权

益)


期末余额 期初余额
流动资产: 1 流动负债: 36
货币资金 2 32,928,139.65 15,520,716.01 短期借款 37    
交易性金融资产 3     交易性金融负债 38    
应收票据 4     应付票据 39    
应收账款 5     应付账款 40    
预付款项 6 6,558,000.00   预收款项 41    
应收利息 7     应付职工薪酬 42    
应收股利 8     应交税费 43    
其他应收款 9 59,028,381.50 21,200,852.00 应付利息 44    
存货 10     应付股利 45    
一年内到期的非流动资产 11     其他应付款 46    
其他流动资产 12     一年内到期的非流动负债 47    
流动资产合计 13 98,514,521.15 36,721,568.01 其他流动负债 48    
非流动资产: 14     流动负债合计 49 0.00 0.00
可供出售金融资产 15     非流动负债: 50
持有至到期投资 16     长期借款 51    
长期应收款 17     应付债券 52    
长期股权投资 18 67,481,794.50 10,090,100.00 长期应付款 53    
投资性房地产 19     专项应付款 54    
固定资产 20     预计负债 55    
在建工程 21     递延所得税负债 56    
工程物资 22     其他非流动负债 57    
固定资产清理 23     非流动负债合计 58 0.00 0.00
生产性生物资产 24     负债合计 59 0.00 0.00
油气资产 25     所有者权益(或股东权益): 60
无形资产 26     实收资本(或股本) 61 55,448,917.00 33,157,895.00
开发支出 27     资本公积 62 116,115,735.40 14,842,105.00
商誉 28     减:库存股 63    
长期待摊费用 29     盈余公积 64    
递延所得税资产 30     未分配利润 65 -5,568,336.75 -1,188,331.99
其他非流动资产 31     所有者权益合计 66 165,996,315.65 46,811,668.01
非流动资产合计 32 67,481,794.50 10,090,100.00   67    
资产总计 35 165,996,315.65 46,811,668.01 负债和所有者权益总计 68 165,996,315.65 46,811,668.01

 

 

 

 

上海众鸣供应链管理有限公司

资产负债表

 

日期:2015年4月30日 单位: 元

 

  行次 期末余额

年初余额

 

负债和所有者权益(或股东权

益) 

行次 期末余额 年初余额
流动资产: 1 流动负债: 38
货币资金 2 12,270,259.70 326,056.20 短期借款 39 0.00 0.00
交易性金融资产 3 0.00 0.00 交易性金融负债 40 0.00 0.00
应收票据 4 0.00 0.00 应付票据 41 0.00 0.00
应收账款 5 3,013,600.00 0.00 应付账款 42 0.00 0.00
预付款项 6 12,993,218.80 0.00 预收款项 43 0.00 0.00
应收利息 7 0.00 0.00 应付职工薪酬 44 0.00 0.00
应收股利 8 0.00 0.00 应交税费 45 -272,132.66 -167,769.46
其他应收款 9 22,473,241.31 37,799,348.98 应付利息 46 0.00 0.00
存货 10 0.00 0.00 应付股利 47 0.00 0.00
一年内到期的非流动资产 11 0.00 0.00 其他应付款 48 0.00 31,573,481.94
其他流动资产 12 0.00 0.00 一年内到期的非流动负债 49 0.00 0.00
流 动 资 产 合 计 13 50,750,319.81 38,125,405.18 其他流动负债 50 0.00 0.00
非流动资产: 14     流 动 负 债 合 计 51 -272,132.66 31,405,712.48
可供出售金融资产 15 0.00 0.00 非流动负债: 52    
持有至到期投资 16 0.00 0.00 长期借款 53 0.00 0.00
长期应收款 17 0.00 0.00 应付债券 54 0.00 0.00
长期股权投资 18 0.00 0.00 长期应付款 55 0.00 0.00
投资性房地产 19 0.00 0.00 专项应付款 56 0.00 0.00
固定资产原价 20 599,119.65 169,119.66 预计负债 57 0.00 0.00
减:累计折旧 21 61,042.04 9,513.69 递延所得税负债 58 0.00 0.00
固定资产净值 22 538,077.61 159,605.97 其他非流动负债 59 0.00 0.00
减:固定资产减值准备 23 0.00 1.00 非 流 动 负 债 合 计 60 0.00 0.00
固定资产净额 24 538,077.61 159,604.97 负 债 合 计 61 -272,132.66 31,405,712.48
在建工程 25 0.00 0.00 所有者权益(或股东权益): 62    
工程物资 26 0.00 0.00 实收资本(或股本) 63 53,366,763.45 7,995,108.88
固定资产清理 27 0.00 0.00 资本公积 64 0.00 0.00
生产性生物资产 28 0.00 0.00 减:库存股 65 0.00 0.00
油气资产 29 0.00 0.00 专项储备 66 0.00 0.00
无形资产 30 0.00 0.00 盈余公积 67 0.00 0.00
开发支出 31 0.00 0.00 未分配利润 69 -1,806,233.37 -1,115,810.21
商誉 32 0.00 0.00 外币报表折算差额 70 0.00 0.00
长期待摊费用 33 0.00 0.00 归属于母公司所有者权益合计 71 51,560,530.08 6,879,298.67
递延所得税资产 34 0.00 0.00 少数股东权益 72 0.00 0.00
其他非流动资产 35 0.00 0.00 所 有 者 权 益 合 计 73 51,560,530.08 6,879,298.67
非 流 动 资 产 合 计 36 538,077.61 159,604.97   74    
资 产 总 计 37 51,288,397.42 38,285,010.15 负债和所有者权益总计 75 51,288,397.42 38,285,011.15

 

 

 

 

上海众敏供应链管理有限公司

资产负债表

 

日期:2015年04月30日 单位: 元

 

资 产行次   期末余额 年初余额 负债和所有者权益(或股东权益) 行次 期末余额 年初余额
流动资产: 1 流动负债: 38
货币资金 2 1,793,690.22 2,519,959.47 短期借款 39 0.00 0.00
交易性金融资产 3 0.00 0.00 交易性金融负债 40 0.00 0.00
应收票据 4 0.00 0.00 应付票据 41 0.00 0.00
应收账款 5 1,457,554.33 0.00 应付账款 42 1,484,961.21 0.00
预付款项 6 1,245,966.01 0.00 预收款项 43 5,000.00 74,900.00
应收利息 7 0.00 0.00 应付职工薪酬 44 0.00 0.00
应收股利 8 0.00 0.00 应交税费 45 161,837.80 20,826.62
其他应收款 9 -56,296.20 7,729,885.83 应付利息 46 0.00 0.00
存货 10 0.00 30,153.85 应付股利 47 0.00 0.00
一年内到期的非流资 11 0.00 0.00 其他应付款 48 32,100,229.64 40,348,908.71
其他流动资产 12 0.00 0.00 一年内到期的非流动负债 49 0.00 0.00
流 动 资 产 合 计 13 4,440,914.36 10,279,999.15 其他流动负债 50 0.00 0.00
非流动资产: 14     流 动 负 债 合 计 51 33,752,028.65 40,444,635.33
可供出售金融资产 15 0.00 0.00 非流动负债: 52    
持有至到期投资 16 0.00 0.00 长期借款 53 0.00 0.00
长期应收款 17 0.00 0.00 应付债券 54 0.00 0.00
长期股权投资 18 0.00 0.00 长期应付款 55 0.00 0.00
投资性房地产 19 0.00 0.00 专项应付款 56 0.00 0.00
固定资产原价 20 559,324.61 137,725.53 预计负债 57 0.00 0.00
减:累计折旧 21 42,100.11 14,166.58 递延所得税负债 58 0.00 0.00
固定资产净值 22 517,224.50 123,558.95 其他非流动负债 59 0.00 0.00
减:固定资产减准备 23 0.00 0.00 非 流 动 负 债 合 计 60 0.00 0.00
固定资产净额 24 517,224.50 123,558.95 负 债 合 计 61 33,752,028.65 40,444,635.33
在建工程 25 0.00 0.00 所有者权益(或股东权益): 62    
工程物资 26 0.00 0.00 实收资本(或股本) 63 10,000,000.00 0.00
固定资产清理 27 0.00 0.00 资本公积 64 0.00 0.00
生产性生物资产 28 0.00 0.00 减:库存股 65 0.00 0.00
油气资产 29 0.00 0.00 专项储备 66 0.00 0.00
无形资产 30 103,236.24 0.00 盈余公积 67 0.00 0.00
开发支出 31 0.00 0.00 未分配利润 69 -38,690,653.55 -30,041,077.23
商誉 32 0.00 0.00 外币报表折算差额 70 0.00 0.00
长期待摊费用 33 0.00 0.00 归属于母公司所有者权益合计 71 -28,690,653.55 -30,041,077.23
递延所得税资产 34 0.00 0.00 少数股东权益 72 0.00 0.00
其他非流动资产 35 0.00 0.00 所 有 者 权 益 合 计 73 -28,690,653.55 -30,041,077.23
非 流 动 资 产 合 计 36 620,460.74 123,558.95   74    
资 产 总 计 37 5,061,375.10 10,403,558.10 负债和所有者权益总计 75 5,061,375.10 10,403,558.10

 

 

 

 

SCHEDULE E

 

Operating Data

 

Trading volume and number of order places through the Group’s online platform in 2015:

 

  January February March April May
           
Trading volume RMB10.1 million RMB3.34 million RMB20.4 million RMB46.2 million RMB118 million
Order placed 88 90 255 504 919

 

As of May 31, 2015, there are 1039 purchasers and 8178 suppliers registered on the Group’s online platform.

 

Number of types of products sold on the Group’s online platform as of May 31, 2015:

 

General products: 14,937 Beverage and liquor: 8,999
       
Kitchen devices: 5,646 Food materials: 8,598
       
Decoration materials: 5,046 Information system: 1,603
       
Professional devices: 4,414 Office utilities: 3,306
       
Grain, oil and condiment: 4,576 Furniture: 2,472

 

 

 

 

SCHEDULE F

 

Material Contracts

 

None.

 

 

 

 

SCHEDULE G

 

Customers and Suppliers

 

Significant Suppliers:

 

裕华区宣晓农产品销售中心

上海千彩食品有限公司

姑苏区秋展工贸水产经营部

上海千彩食品有限公司

苏州升新来食品有限公司

上海市松江区立岙食品经营部

上海黄鼎酒业有限公司

上海爱皇贸易有限公司

裕华区阿平水产品批发部

百佑佳食品贸易(上海)有限公司

新北区河海水货餐厅

西乌珠穆沁旗蒙昊生态肉业有限公司

高淳县绿淳水产专业合作社

江苏正隆贸易有限公司

上海珀顿国际贸易有限公司

南京市雨花台区兵兵家禽经营部

无锡市士进特野禽养殖场

上海林仔工贸有限公司

上海爱皇贸易有限公司

上海珀顿国际贸易有限公司

 

Significant Customers:

 

上海肥得捞餐饮管理有限公司

苏州新城花园酒店

河北渝乡辣婆婆餐饮管理有限公司

上海和记餐饮管理有限公司

浙江向阳渔港集团股份有限公司

 

 

 

 

SCHEDULE H

 

Capitalization of Wowo

 

 

   

Aggregate number of ordinary shares

(as exercised for options)

 
       
Number of issued and outstanding ordinary shares before the Closing     669,422,778  
         
Number of ordinary shares to be issued on the Closing     741,422,780  
         
Outstanding options     39,359,912  

 

 

 

 

SCHEDULE I

 

Zhongmin Intellectual Properties and Zhongmin Licensed-back Intellectual Properties

 

(a) Transferred Intellectual Properties

 

(i) Trademark

 

No. Trademark Trademark
Registration No.
Type Ownership
1 13427067 35

浙江向阳渔港集团股份有限公司

(In the process of being transferred from to Shanghai Zhongmin)

 

(ii) Trademark applications

 

No. Pending
Trademark
Application No. Type Applicant
1 众美联 14460452 7

苏州市舒诺投资管理有限公司

(In the process of being transferred to Shanghai Zhongmin)

2 众美联 14453514 7 Same as above
3 众美联 14459887 8 Same as above
4 众美联 14460329 11 Same as above
5 众美联 14460569 20 Same as above
6 众美联 14460563 21 Same as above
7 众美联 14460552 29 Same as above
8 众美联 14460545 30 Same as above
9 众美联 14460543 31 Same as above
10 众美联 14460539 32 Same as above
11 众美联 14460527 33 Same as above
12 众美联 14460501 36 Same as above
13 众美联 14460222 38 Same as above
14 众美联 14460203 41 Same as above
15 众美联 14460191 43 Same as above
16 众美联 14471772 39 Same as above
17 JMU 14459615 7 Same as above
18 JMU 14459861 8 Same as above
19 JMU 14460474 20 Same as above
20 JMU 14459954 21 Same as above
21 JMU 14459944 29 Same as above
22 JMU 14482821 30 Same as above
23 JMU 14459921 38 Same as above
24 JMU 14474369 41 Same as above

 

 

 

 

25 JMU 14474409 43 Same as above
26 JMU 14482750 11 Same as above
27 JMU 14471887 31 Same as above
28 JMU 14482875 32 Same as above
29 JMU 14482914 33 Same as above
30 JMU 14460524 35 Same as above
31 JMU 14474259 36 Same as above
32 JMU 14471965 39 Same as above
33 JMLI 14459726 7 Same as above
34 JMLI 14459841 8 Same as above
35 JMLI 14460285 11 Same as above
36 JMLI 14460280 20 Same as above
37 JMLI 14460271 21 Same as above
38 JMLI 14460258 29 Same as above
39 JMLI 14459968 30 Same as above
40 JMLI 14460246 32 Same as above
41 JMLI 14460232 33 Same as above
42 JMLI 14459828 35 Same as above
43 JMLI 14474242 36 Same as above
44 JMLI 14460181 38 Same as above
45 JMLI 14471863 31 Same as above
46 JMLI 14471987 39 Same as above
47 JMLI 14474318 41 Same as above
48 JMLI 14474439 43 Same as above
49   13614530 35

浙江向阳渔港集团股份有限公司

(In the process of being transferred to Shanghai Zhongmin)

50   15871654 35 Same as above
51   15871740 35 Same as above

 

(iii) Domain names

 

No. Domain name Ownership
1 ccjoin.com Shanghai Zhongmin
2 ccjmu.com Shanghai Zhongmin

 

 

 

 

 

(b) Licensed-back Intellectual Properties

 

(i) Trademark application and such trademark once granted

 

No. Pending
Trademark
Application No. Type Applicant
1   15871654 35

浙江向阳渔港集团股份有限公司

(In the process of being transferred to Shanghai Zhongmin)

 

(ii) Domain name

 

No. Domain name Ownership
1 ccjmu.com Shanghai Zhongmin

 

 

 

 

SCHEDULE J

 

Organization Chart of Wowo

 

 

 

 

 

 

EXHIBIT A

 

FORM OF INDEMNIFICATION AGREEMENT

 

 

 

 

EXHIBIT B

 

FORM OF LOCK-UP AGREEMENT

 

 

 

 

EXHIBIT C

 

FORM OF NON-COMPETE AGREEMENT

 

 

 

 

EXHIBIT D

 

FORM OF REGISTRATION RIGHTS AGREEMENT

 

 

 

 

EXHIBIT E

 

FORM OF SUBSCRIPTION AGREEMENT

 

 

 

 

EXHIBIT F

 

FORM OF VOTING AGREEMENT

 

 

 

Exhibit 99.6

 

 

AMENDMENT TO

SHARE PURCHASE AGREEMENT

 

This Amendment to Share Purchase Agreement (this “ Amendment ”) is entered into as of September 7, 2015 by and among Wowo Limited, a Cayman Islands company (the “ Wowo ”), New Admiral Limited, a Cayman Islands company (the “ Purchaser ”), Ms. Xiaoxia Zhu and Ms. Huimin Wang (each of Ms. Xiaoxia Zhu and Ms. Huimin Wang, the “ Sellers’ Representative ”).

 

RECITALS

 

WHEREAS, Wowo, the Purchaser and certain parties entered into a share purchase agreement dated June 5, 2015 (the “ Agreement ”), relating to the sale and purchase of all of the issued and outstanding ordinary shares of Join Me Group (HK) Investment Company Limited, a company incorporated in Hong Kong with limited liability.

 

WHEREAS, pursuant to Section 12.7 of the Agreement, any term of the Agreement may be amended, supplemented, or otherwise modified only by the Purchaser and the Sellers’ Representative in writing.

 

Unless otherwise defined, capitalized terms used herein shall have the meanings ascribed to them in the Agreement.

 

IT IS HEREBY AGREED THAT:

 

1. Amendment

 

1.1 The definition of “Subscription Agreement” as set forth in Section 1.1 of the Agreement is amended and replaced in its entirety by the following:

 

““Subscription Agreement” means the share subscription agreement entered into by and between Wowo and Mr. Maodong Xu, as of the date hereof, as amended from time to time.”

 

1.2 Section 2.2(a) of the Agreement is amended and replaced in its entirety by the following:

 

“2.2(a) 741,422,780 newly issued ordinary shares of Wowo (the “ Share Consideration ”), the number of which takes into account all the ordinary shares of Wowo to be issued pursuant to the Subscription Agreement; and”

 

1.3 Section 2.4(e) of the Agreement is amended and replaced in its entirety by the following:

 

“(e) The Purchaser shall, and Wowo shall cause the Purchaser to, pay the remaining fifty (50%) of the Cash Consideration to the Sellers by wire transfer of immediately available funds the Sellers’ Representative prior to September 18, 2015 or any other date as agreed by the Purchaser and the Sellers’ Representative, pursuant to written wire transfer instructions delivered to the Purchaser.”

 

1.4 Section 4.6 of the Agreement is deleted in its entirety and replaced by the following:

 

“4.6 [Reserved]”

 

1.5 The last paragraph of Section 6.9 of the Agreement is amended and replaced in its entirety by the following:

 

“Within six (6) months from the date of the Closing, Wowo shall cause each of Mr. Maodong Xu and the Sellers’ Representative to be entitled to nominate a person who will serve as a co-chief executive officer of Wowo. The initial co-chief executive officers shall be Ms. Xiaoxia Zhu and Mr. Jianguang Wu. In the case of the resignation of a co-chief executive officer within six (6) months from the date of the Closing, the other co-chief executive officer shall assume the position of chief executive officer until the party nominating the resigning co-chief executive officer has nominated another person and such person has been appointed as a co-chief executive officer.”

 

 

 

 

1.6 Exhibit E of the Agreement is deleted in their entirety.

 

2. Effect

 

2.1 This Amendment is duly made in compliance with Section 12.7 and other applicable clauses of the Agreement, and is effective upon execution. This Amendment shall be deemed incorporated into, and form a part of, the Agreement and have the same legal validity and effect as the Agreement. In the event of any conflict, inconsistency or discrepancy between this Amendment and the Agreement, the provisions of this Agreement shall prevail.

 

2.2 Except as expressly amended hereby, all terms and provisions of the Agreement shall remain in force and effect, and all references to the Agreement shall hereafter refer to the Agreement as amended by this Amendment and as it may hereafter be further amended or restated.

 

3. Miscellaneous

 

2.1 The following provisions in the Agreement, namely, “Modification” (Section 12.7), “Governing Law” (Section 12.11), “Dispute Resolution” (Section 12.12) and “Notices” (Section 12.16) shall apply, mutatis mutandis, to this Amendment.

 

2.2 This Amendment may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument.

 

 

[Signature page follows]

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date herein above first written.

 

 

 

WOWO

 

Wowo Limited

 

 

By: _ /s/ Maodong Xu ________________

Name: Maodong Xu

Title: Authorized Signatory

 

 

 

 

PURCHASER

 

New Admiral Limited

 

 

 

By: _ /s/ Maodong Xu ________________

Name: Maodong Xu

Title: Authorized Signatory

 

 

 

 

 

Sellers’ REPRESENTATIVE

 

 

 

 

By: _ /s/ Xiaoxia Zhu _________________

Name: Xiaoxia Zhu

 

 

 

 

 

 

By: _ /s/ Huimin Wang _________________

Name: Huimin Wang

 

 

[SIGNATURE PAGE TO AMENDMENT TO SHARE PURCHASE AGREEMENT]

 

 

 

Exhibit 99.7

 

VOTING AGREEMENT

 

 

 

 

TABLE OF CONTENTS

 

      Pages
       
1. Definitions 1
     
2. Voting Agreements Regarding the Board 3
       
  2.1 Designated Directors 3
  2.2 Agreement to Vote 5
  2.3 Failure to Designate a Board Member 6
  2.4 Co-chairman of the Board. 6
     
3. Further Assurances. 6
       
  3.1 No Liability for Election of Recommended Directors. 6
  3.2 Subsidiary Boards. 7
  3.3 Amendment to Articles. 7
  3.4 Covenants. 7
     
4. Miscellaneous 7
       
  4.1 Term 7
  4.2 Further Assurances 7
  4.3 Entire Agreement 7
  4.4 Amendment 7
  4.5 Assignments and Successors 8
  4.6 No Third-Party Rights 8
  4.7 Specific Enforcement 8
  4.8 Remedies Cumulative 8
  4.9 Governing Law 8
  4.10 Dispute Resolution 8
  4.11 Attorney’s Fees 9
  4.12 No Waiver 9
  4.13 Notices 9
  4.14 Severability 10
  4.15 Time of Essence 10
  4.16 Counterparts and Electronic Signatures 10

 

- i -

 

 

VOTING AGREEMENT

 

THIS VOTING AGREEMENT (the “ Agreement ”) is made and entered into as of June 5, 2015 by and among:

 

Ms. Xiaoxia Zhu (“ Ms. Zhu ”);

 

Ms. Huimin Wang (“ Ms. Wang ”); and

 

Mr. Maodong Xu (“ Mr. Xu ”);

 

Each of Ms. Zhu, Ms. Wang and Mr. Xu is referred to as a “ Shareholder ” and collectively as the “ Shareholders .”

 

RECITALS

 

WHEREAS, Wowo Limited, a Cayman Islands company (the “ Company ”), New Admiral Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“ Company SPV ”), shareholders of Join Me Group (HK) Investment Company Limited (“ JMU ”), a limited liability company incorporated in Hong Kong, including the Controlled Affiliates of Ms. Zhu and Ms. Wang, have entered into a Share Purchase Agreement dated June 5, 2015 (the “ SPA ”), pursuant to which the Company SPV shall purchase all issued and outstanding ordinary shares of JMU, and shall pay certain cash consideration and transfer additional ordinary shares of the Company to the shareholders of JMU; and

 

WHEREAS, Shareholders desire to enter into an agreement in connection with election or appointment of certain members of the board of directors of the Company (the “ Board ”) in accordance with the terms of this Agreement.

 

NOW, THEREFORE, in consideration of the mutual promises made in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, parties hereby agree as follows:

 

1. Definitions

 

Capitalized terms not otherwise defined in this Agreement shall have the meaning ascribed to them in the SPA.

 

The following terms used in this Agreement shall be construed to have the meaning set forth or referenced below.

 

Agreement ” has the meaning set forth in the preamble.

 

Amended Articles ” means, the Third Amended and Restated Memorandum and Articles of Associate of the Company adopted on January 26, 2015, as amended from time to time.

 

Board ” has the meaning set forth in the preamble.

 

1

 

 

Cause ” means, with respect to a director of the Board, any of the following: (i) an order is made by any competent court or official on the grounds that such director (x) is or may be suffering from mental disorder or is otherwise incapable of managing his or her affairs or (y) is convicted of a crime involving fraud, dishonesty, false statements or moral turpitude; (ii) such director is absent (without being represented by proxy) from meetings of the Board for a continuous period of 12 months without special leave of absence from the Board; (iii) such director becomes bankrupt, has a receiving order made against him or her or makes any arrangement or composition with his or her creditors generally; and (iv) such director ceases to be or is prohibited from being a director by applicable Law.

 

Company ” has the meaning set forth in the preamble.

 

Controlled Affiliate ” means, with respect to any specified Person, any other Person that directly, or indirectly through one or more intermediaries, is Controlled by such specified Person. For the purpose of this Agreement, the Company is not a Controlled Affiliate of any of Shareholder.

 

Joint Designees has the meaning set forth in Section 2.1(c).

 

JMU ” has the meaning set forth in the preamble.

 

Party ” has the meaning set forth in the preamble.

 

Shares ” means and include any securities of the Company the holders of which are entitled to vote for members of the Board, including without limitation, all ordinary shares of the Company, by whatever name called, now owned or subsequently acquired by a Shareholder, however acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations, similar events or otherwise.

 

Shareholder ” has the meaning set forth in the preamble.

 

Designated Director ” means any of Mr. Xu’s Designees, Ms. Wang’s Designees, Ms. Zhu’s Designees and Joint Designees.

 

SPA ” has the meaning set forth in the preamble.

 

Transitional Period ” means the period from the Closing to the date that is six (6) months from the Closing.

 

Mr. Xu ” has the meaning set forth in the preamble.

 

Mr. Xu’s Designees has the meaning set forth in Section 2.1(c).

 

Ms. Wang ” has the meaning set forth in the preamble.

 

Ms. Wang’s Designees has the meaning set forth in Section 2.1(a).

 

Ms. Zhu ” has the meaning set forth in the preamble.

 

Ms. Zhu’s Designees means has the meaning set forth in Section 2.1(a)

 

2

 

 

2. Voting Agreements Regarding the Board

 

2.1 Designated Directors

 

During the term of this Agreement, each Shareholder agrees to vote, or cause to be voted, all Shares owned by such Person, or over which such Person has voting control, from time to time and at all times, in whatever manner as shall be necessary to cause the election to the Board, of:

 

(a) the individual(s) designated by Ms. Zhu for nomination or appointment as director(s) of the Company from time to time (each individual, a “ Ms. Zhu’s Designee ” and collectively, “ Ms. Zhu’s Designees ”). The aggregate number of Ms. Zhu Designees shall be:

 

(i) two (2) so long as Ms. Zhu and/or her Controlled Affiliates continue to beneficially own at least fifty percent (50%) of the ordinary shares of the Company beneficially owned by Ms. Zhu and/or her Controlled Affiliates immediately upon the Closing; and

 

(ii) one (1) so long as Ms. Zhu and/or her Controlled Affiliates continue to beneficially own less than fifty percent (50%) of the ordinary shares of the Company.

 

Notwithstanding the foregoing, in the event that Ms. Zhu and her Controlled Affiliates no longer hold at least five percent (5%) of all issued and outstanding ordinary shares of the Company, Ms. Zhu’ Designees’ continued service as a director shall be subject to shareholders’ votes pursuant to the provisions of Section 2.1(e).

 

At the Closing, Ms. Zhu’s Designees shall be Ms. Zhu and Mr. Feng Pan;

 

(b) the individual(s) designated by Ms. Wang for nomination or appointment as director(s) of the Company from time to time (each individual, a “ Ms. Wang’s Designee ” and collectively, “ Ms. Wang’s Designees ”). The aggregate number of Ms. Wang’s Designees shall be:

 

(i) two (2) so long as Ms. Wang and/or her Controlled Affiliates continue to beneficially own at least fifty percent (50%) ordinary shares of the Company beneficially owned by Ms. Wang and/or her Controlled Affiliates immediately upon the Closing; and

 

(ii) one (1) so long as Ms. Wang and/or her Controlled Affiliates continue to beneficially own less than fifty percent (50%) of the ordinary shares of the Company.

 

Notwithstanding the foregoing, in the event that Ms. Wang and her Controlled Affiliates no longer hold at least five percent (5%) of all issued and outstanding ordinary shares of the Company, Ms. Wang’ Designees’ continued service as a director shall be subject to the provisions of Section 2.1(e).

 

At the Closing, Ms. Wang’s Designees shall be Ms. Wang and Ms. Liyun Cao;

 

3

 

 

(c) the individual(s) designated by Mr. Xu for nomination or appointment as director(s) of the Company from time to time (each individual, a “ Mr. Xu’s Designee ” and collectively, “ Mr. Xu’s Designees ”). The aggregate number of Mr. Xu’s Designees shall be:

 

(i) four (4) during the Transitional Period; and

 

(ii) after the Transitional Period:

 

(A) three (3) so long as Mr. Xu and/or his Controlled Affiliates continue to beneficially own at least two-thirds (66 2/3%) of the Shares of the Company beneficially owned by Mr. Xu and/or his Controlled Affiliates immediately upon the Closing;

 

(B) two (2) so long as Mr. Xu and/or his Controlled Affiliates continue to beneficially own at least one-third (33 1/3%) of the Shares of the Company beneficially owned by Mr. Xu and/or his Controlled Affiliates immediately upon the Closing; and

 

(C) one (1) so long as Mr. Xu and/or his Controlled Affiliates continue to beneficially own less than least one-third (33 1/3%) of the ordinary shares of the Company but at least eight percent (8%) of all issued and outstanding Shares of the Company.

 

Notwithstanding the foregoing, in the event that Mr. Xu and his Controlled Affiliates no longer hold at least eight percent (8%) of all issued and outstanding shares of the Company, Mr. Xu’s Designees’ continued service as a director shall be subject to the provisions of Section 2.1(e).

 

At the Closing, Mr. Xu’s Designees shall be Mr. Xu, Mr. Jianguang Wu, Mr. Yongming Zhang and Mr. Xiaoyi Niu;

 

(d) the individual(s) designated jointly by all the Shareholders for nomination or appointment as director of the Company from time to time (each individual, an “ Joint Designee ” and collectively, “ Joint Designees ”). The aggregate number of Joint Designee(s) shall be:

 

(i) one (1) during the Transitional Period; and

 

(ii) three (3) after the Transitional Period, so long as with respect to each Shareholder,

 

(A) Ms. Zhu and/or her Controlled Affiliates continue to beneficially own at least five percent (5%) of all issued and outstanding ordinary shares of the Company;

 

(B) Ms. Wang and/or her Controlled Affiliates continue to beneficially own at least five percent (5%) of all issued and outstanding ordinary shares of the Company; and

 

4

 

 

(C) Mr. Xu and/or his Controlled Affiliates continue to beneficially own at least eight percent (8%) of all issued and outstanding ordinary shares of the Company.

 

For avoidance of any doubt, if the beneficial ownership of any Shareholder together with his/her Controlled Affiliate becomes less than the respective minimum number as set forth in this Section 2.1(c), the Joint Designees shall be jointly designated by the other two (2) Shareholders and if only one Shareholder together with his or her Controlled Affiliate beneficially owns the applicable minimum number of the ordinary shares of the Company, the Joint Designees shall be designated by such Shareholder.

 

(e) To the extent that any of Sections 2.1(a), (b), (c) or (d) above shall cease to be applicable as such Shareholder holds less than the minimum number of Shares applicable to such Shareholder to be entitled to nominate an individual for election as a director, the Shareholders shall cause the director who would otherwise have been designated in accordance with the terms thereof to resign with immediate effect, unless the Board determines otherwise.

 

2.2 Agreement to Vote.

 

During the term of this Agreement, each of the Shareholders agrees to vote or cause to be voted all Shares now or hereafter owned by such Shareholder and his/her Controlled Affiliate in accordance with this Agreement to cause the Designated Directors to be appointed or nominated for election and elected to the Board pursuant to the term of this Agreement:

 

(a) Shareholder Votes

 

Each of the Shareholders undertakes and each Shareholder shall cause his/her Controlled Affiliate to, vote or execute consents with respect to all Shares of the Company held (of record or through a brokerage firm or other nominee arrangement) or beneficially owned by such Shareholder or his/her Controlled Affiliates, and take all other necessary or desirable actions (including without limitation attending all meetings of shareholders of the Company in person or by proxy for purposes of obtaining a quorum) to, in accordance with and give effect to the provisions of this Agreement to cause (i) the Designated Directors to be designated for nomination for election to the Board and to be elected to the Board, including for the purpose of filling any vacancies, at any meeting of the shareholders of the Company at which a vote is held to elect a director or otherwise pursuant to any written consent of the shareholders of the Company and (ii) prevent the removal of any of the Designated Directors unless (i) such Shareholder is directed to do so by the relevant Shareholder(s) who designate(s) such Designated Director (the “Designating Shareholder(s)”) in writing, and if so directed by the Designated Shareholder(s), to cause such removal and the election of a replacement Designated Director to be designated by the Designating Shareholder(s) in writing or (ii) for Cause, as resolved by a majority of the directors of the Board (other than such Designated Director) in office at such time, and in such event, to cause the election of a replacement Designated Director to be designated by the Designating Shareholder(s) in writing.

 

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(b) Director Votes

 

Each of the Shareholders undertakes and each Shareholder shall cause his/her Controlled Affiliate to cause the directors appointed or nominated by such Shareholders to vote or execute consents, and take all other necessary or desirable actions (including without limitation attending all meetings of the Board in person or by proxy for purposes of obtaining a quorum but only to the fullest extent permitted in accordance with fiduciary duties and any other applicable law) to (i) cause each of the Designated Directors to be designated for appointment or nomination to the Board, including to fill any vacancies, at any meeting of the Board at which a vote is held to appoint or nominate a director or otherwise pursuant to any written consent of the Board, and to call an annual general meeting or extraordinary general meeting of shareholders of the Company to elect the Designated Directors to the Board and (ii) prevent the removal of any Designated Director unless (i) the Shareholder is directed to do so by the Designating Shareholder(s) in writing, and if so directed by the Designating Shareholder(s), to cause such removal and the appointment or nomination of a replacement Designated Director to be designated by the Designating Shareholder(s) in writing or (ii) for Cause, and in such event, to cause the appointment or nomination of a replacement Designated Director to be designated by the Designating Shareholder(s) in writing.

 

2.3 Failure to Designate a Board Member .

 

In the absence of any designation from a Shareholder with the right to designate a director as specified hereunder, any such undesignated director seat shall remain vacant until such designee is chosen, and the remaining members of the Board shall continue to operate as a fully functioning Board and such vacancy shall not affect the constitution of the quorum of the Board meeting.

 

2.4 Co-chairman of the Board .

 

During the Transitional Period, each of the Shareholders agrees to take, or cause his/her Controlled Affiliates to take such actions as is necessary or desirable under the applicable law, to cause the Board to have two co-chairmen, and to cause (i) one of Mr. Xu’s Designees nominated by Mr. Xu and (ii) one of Ms. Zhu’s Designees nominated by Ms. Zhu, to be appointed or elected as the co-chairmen of the Board.

 

3. Further Assurances.

 

3.1 No Liability for Election of Recommended Directors .

 

No Shareholder, nor any Affiliate of any such Shareholder, shall have any liability as a result of designating a person for election as a director for any act or omission by such designated person in his or her capacity as a director of the Company, nor shall any Shareholder have any liability as a result of voting for any such designee in accordance with the provisions of this Agreement.

 

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3.2 Subsidiary Boards .

 

Except as otherwise unanimously agreed by the Board, the Shareholders shall cause the Board to elect the same persons set forth in this Section 2 to be elected as the members of the board of directors or managers of all Subsidiaries of the Company.

 

3.3 Amendment to Articles .

 

To the extent permitted by the applicable Laws, in the event of any conflict exists between the provisions of this Agreement and the provisions of the Amended Articles of the Company, the provisions of this Agreement shall prevail as between the Shareholders only and each Shareholder undertakes to, and shall cause his/her Controlled Affiliate to, as soon as practicable, take all necessary or desirable actions (including without limitation calling for, attending and voting on a meeting of shareholders of the Company) to amend to the extent permitted by applicable laws and give effect to an amendment to the Amended Articles of the Company so as to ensure conformity with the terms of this Agreement.

 

3.4 Covenants .

 

The Shareholders agree to use their respective best efforts to ensure that the rights granted under this Agreement are effective and that the Shareholders enjoy the benefits of this Agreement.

 

4. Miscellaneous.

 

4.1 Term.

 

This Agreement shall be effective as of the date of the Closing (as defined in the SPA) and shall continue in effect until and shall terminate upon the earliest to occur of (a) with respect to any Shareholder, if such Shareholder or his/her Affiliates no longer holds any Shares of the Company; and (b) termination of this Agreement by the parties hereof in writing.

 

4.2 Further Assurances .

 

The parties agree to (a) execute and deliver to each other such other documents and (b) do such other acts and things as a party may reasonably request for the purpose of carrying out the intent of this Agreement, the transactions under the SPA, and the documents to be delivered pursuant to this Agreement.

 

4.3 Entire Agreement .

 

This Agreement supersedes all prior agreements, whether written or oral, between the parties with respect to its subject matter and constitutes a complete and exclusive statement of the terms of the agreement between the parties with respect to the subject matter of this Agreement.

 

4.4 Amendment .

 

This Agreement may only be amended, supplemented, or otherwise modified by the parties in writing.

 

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4.5 Assignments and Successors .

 

The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

 

4.6 No Third-Party Rights .

 

Other than the parties hereto and respective successors and assigns, no Person will have any legal or equitable right, remedy, or claim under or with respect to this Agreement. This Agreement may be amended or terminated, and any provision of this Agreement may be waived, without the consent of any Person who is not a party to the Agreement.

 

4.7 Specific Enforcement .

 

The parties hereto acknowledges and agrees that the parties hereto would be irreparably harmed if any of the provisions of this Agreement are not performed in accordance with their specific terms and that any breach of this Agreement by the any Party hereto could not be adequately compensated in all cases by monetary damages alone. Accordingly, in addition to any other right or remedy to which a Party hereto may be entitled at law or in equity, such party shall be entitled to enforce any provision of this Agreement by a decree of specific performance and to obtain temporary, preliminary, and permanent injunctive relief to prevent breaches or threatened breaches, without posting any bond or giving any other undertaking.

 

4.8 Remedies Cumulative .

 

The rights and remedies of the parties are cumulative and not alternative.

 

4.9 Governing Law .

 

This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.

 

4.10 Dispute Resolution .

 

Any dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation, breach, termination or invalidity thereof, shall, so far as it is possible, be settled by arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force and as may be amended by the rest of this Section 4.9. The appointing authority shall be Hong Kong International Arbitration Centre (“ HKIAC ”). The seat of the arbitration shall be Hong Kong. There shall be three (3) arbitrators. The Party initiating the arbitration, on the one hand, and the other parties against which arbitration is brought, on the other hand, shall be entitled to designate one arbitrator each. The two arbitrators shall consult with each other to agree upon the selection of a third arbitrator. The arbitration shall be conducted in the English language. Evidence and testimony may be presented in any language, including a language other than English providing it is accompanied by an English translation thereof (which translation shall have been certified and prepared or given at the sole cost of the Party offering such evidence or testimony). The arbitral award shall be in English writing and, unless the parties to the arbitration agree otherwise, shall state the reasons upon which it is based. The award shall be final and binding on the parties to the arbitration.

 

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4.11 Attorney’s Fees .

 

In the event any claim, action, suit, proceeding, arbitration, complaint, charge or investigation is brought in respect of this Agreement or any of the documents referred to in this Agreement, the prevailing party will be entitled to recover reasonable attorneys' fees and other costs incurred in such Proceeding, in addition to any relief to which such party may be entitled.

 

4.12 No Waiver .

 

Neither any failure nor any delay by any party in exercising any right, power, or privilege under this Agreement or any of the documents referred to in this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by applicable laws, (a) no claim or right arising out of this Agreement or any of the documents referred to in this Agreement can be waived by a Party, in whole or in part, unless made in a writing signed by such Party; (b) a waiver given by a Party will only be applicable to the specific instance for which it is given; and (c) no notice to or demand on a Party will (i) waive or otherwise affect any obligation of that Party or (ii) affect the right of the Party giving such notice or demand to take further action without notice or demand as provided in this Agreement.

 

4.13 Notices .

 

All notices and other communications required or permitted by this Agreement shall be in writing and will be effective, and any applicable time period shall commence, when (a) delivered to the following address by hand or by a nationally recognized overnight courier service (costs prepaid) addressed to the following address or (b) transmitted electronically to the following facsimile numbers or e-mail addresses, in each case marked to the attention of the Person (by name or title) designated below (or to such other address, facsimile number, e-mail address, or Person as a Party may designate by notice to the other parties):

 

Ms. Xiaoxia Zhu:

 

23A, Block 3, Peak One

Tung Lo Wan Hill Road

Tai Wai, Shatin, New Territories

Hong Kong

E-mail address: xiaoxiazhu2009@hotmail.com

 

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with a copy to: Dechert

 

Attention: David K. Cho/Yang Wang

27/F, Henley Building

5 Queen’s Road Central, Hong Kong.

E-mail address: david.cho@dechert.com; yang.wang@dechert.com

 

Ms. Huimin Wang

 

No.42, XiaDuHuaYuan

No. 2000 JianHe Road (near HongQiao Road)

ChangNing District

Shanghai, China

E-mail address: huimin.wang@xiaonanguo.com

 

with a copy to: Dechert

 

Attention: David K. Cho/Yang Wang

27/F, Henley Building

5 Queen’s Road Central, Hong Kong.

E-mail address: david.cho@dechert.com; yang.wang@dechert.com

 

Mr. Maodong Xu

 

Third Floor, Chuangxin Building

No. 18 Xinxi Road, Haidian District, Beijing

People’s Republic of China

E-mail address: ModernXu@55.com

 

4.14 Severability .

 

If any provision of this Agreement is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Agreement will remain in full force and effect. Any provision of this Agreement held invalid or unenforceable only in part or degree will remain in full force and effect to the extent not held invalid or unenforceable.

 

4.15 Time of Essence .

 

With regard to all dates and time periods set forth or referred to in this Agreement, time is of the essence.

 

4.16 Counterparts and Electronic Signatures .

 

(a) This Agreement and other documents to be delivered pursuant to this Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy and all of which, when taken together, will be deemed to constitute one and the same agreement or document, and will be effective when counterparts have been signed by each of the parties and delivered to the other parties.

 

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(b) A manual signature on this Agreement or other documents to be delivered pursuant to this Agreement, an image of which shall have been transmitted electronically, will constitute an original signature for all purposes. The delivery of copies of this Agreement or other documents to be delivered pursuant to this Agreement, including executed signature pages where required, by electronic transmission will constitute effective delivery of this Agreement or such other document for all purposes.

 

[Signature Page Follows]

 

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IN WITNESS WHEREOF, the parties have executed this Agreement and caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first written above.

 

  MS. XIAOXIA ZHU  
     
  /s/ Xiaoxia Zhu  
     
  MS. HUIMIN WANG  
     
  /s/ Huimin Wang  
     
  MR. MAODONG XU  
     
  /s/ Maodong Xu  

 

[Signature Page to Voting Agreement]

 

 

 

 

Exhibit 99.8

 

REGISTRATION RIGHTS AGREEMENT

 

 

 

 

TABLE OF CONTENTS

 

      Pages
       
1. Definitions 3
       
  1.1 Definitions 3
       
2. Registration Rights 5
       
  2.1 Request for Registration 5
       
  2.2 Piggyback Registration 7
       
  2.3 Form F-3 Registration 7
       
  2.4 Obligations of the Company 8
       
  2.5 Furnish Information 11
       
  2.6 Expenses of Registration 11
       
  2.7 Underwriting Requirements 12
       
  2.8 Delay of Registration 13
       
  2.9 Indemnification 13
       
  2.10 Reports Under the Exchange Act 15
       
  2.11 Assignment of Registration Rights 16
       
  2.12 No Registration Rights to Third Parties 17
       
  2.13 Termination of Registration Rights 17
       
3. Miscellaneous 17
       
  3.1 Effectiveness and Termination 17
       
  3.2 Conditions Precedent to Registration 17
       
  3.3 Entire Agreement 17
       
  3.4 Successors and Assigns 18
       
  3.5 Amendments and Waivers 18
       
  3.6 Notices 18
       
  3.7 Severability 18
       
  3.8 Governing Law 18
       
  3.9 Counterparts 18
       
  3.10 Titles and Subtitles 18
       
  3.11 Dispute Resolution 19
       
  3.12 Rights Cumulative; Specific Enforcement 19
       
  3.13 Further Assurances 19
       
  3.14 No Waiver 19
       
  3.15 Delays or Omissions 20
       
  3.16 Counterparts and Electronic Signatures 20

 

 

 

 

REGISTRATION RIGHTS AGREEMENT

 

THIS REGISTRATION RIGHTS AGREEMENT (this “ Agreement ”) is dated as of June 8, 2015, by and between Wowo Limited, a company duly incorporated and validly existing under the laws of the Cayman Islands (the “ Company ”), and each of the parties set forth in Schedule 1 hereto (the “ Rights Holders ”). The Company and the Rights Holders are each referred to herein as a “ Party ,” and collectively as the “ Parties .”

 

RECITALS

 

WHEREAS, the Company, New Admiral Limited, a company duly incorporated and validly existing under the laws of the Cayman Islands and certain other parties thereto entered into a Share Purchase Agreement dated June 5, 2015(the “ Share Purchase Agreement ”), pursuant to which the Company agreed to enter into a registration rights agreement with the Rights Holders at or prior to the occurrence of the closing contemplated under the Share Purchase Agreement.

 

NOW, THEREFORE, in consideration of the mutual promises made in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

 

1. Definitions

 

1.1 Definitions

 

As used in this Agreement, the following terms have the respective meanings set forth below:

 

ADSs ” means the American depositary shares of the Company.

 

Affiliate ” means, with respect to any specified Person, any other Person who or which, directly or indirectly, controls, is controlled by, or is under common control with such specified Person, including, without limitation, any officer, director, employee, member, partner or shareholder of such Person and any venture capital fund now or hereafter existing that is controlled by or under common control with one or more general partners or managing members of, or shares the same management company with, such Person.

 

Agreement ” has the meaning set forth in the preamble.

 

automatic shelf registration statement ” has the meaning set forth in Section 2.4(j) .

 

Company ” has the meaning set forth in the preamble.

 

Company Securities ” means (i) Ordinary Shares, (ii) securities convertible into or exchangeable for Ordinary Shares, (iii) any options, warrants or other rights to acquire Ordinary Shares and (iv) any depositary receipts or similar instruments issued in respect of Ordinary Shares.

 

Exchange Act ” means the Securities Exchange Act of 1934 of the United States, as amended (and any successor thereto), and the rules and regulations promulgated thereunder.

 

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Form F-3 ” means such respective forms under the Securities Act as in effect on the date hereof or any successor form under the Securities Act that permits significant incorporation by reference of the Company’s subsequent public filings under the Exchange Act.

 

HKIAC ” has the meaning set forth in Section 3.11 .

 

Immediate Family Member ” has the meaning set forth in Section 2.11 .

 

Initiating Holders ” has the meaning set forth in Section 2.1(b) .

 

Ordinary Shares ” means the ordinary shares in the capital of the Company, par value of US$0.00001 per share.

 

Person ” means any individual, corporation, partnership, trust, limited liability company, association or other entity.

 

register ,” “ registered ,” or “ registration ” refers to a registration effected by preparing and filing a registration statement or similar document in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document.

 

Registrable Securities ” means (i) any Ordinary Shares acquired by the Rights Holders pursuant to the Share Purchase Agreement and any other Ordinary Shares owned or hereafter acquired by the Rights Holders, other than shares for which registration rights have terminated pursuant to Section 2.13 hereof, and (ii) any other Ordinary Shares of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, the shares listed in clauses (i); provided , however , that the foregoing definition shall exclude in all cases any Registrable Securities sold by a person in a transaction in which his or her rights under this Agreement are not assigned. Notwithstanding the foregoing, Ordinary Shares or other securities shall only be treated as Registrable Securities if and so long as (A) they have not been sold to or through a broker or dealer or underwriter in a public distribution or a public securities transaction, (B) they have not been sold in a transaction exempt from the registration and prospectus delivery requirements of the Securities Act under Section 4(1) thereof so that all transfer restrictions, and restrictive legends with respect thereto, if any, are removed upon the consummation of such sale, or (C) the Rights Holder thereof is entitled to exercise any right provided in Article 2 in accordance with Section 2.13 below.

 

Registrable Securities then outstanding ” means the number of Ordinary Shares of the Company that are Registrable Securities and are then issued and outstanding or would be outstanding assuming full conversion of all securities, warrants or other rights which are, directly or indirectly, convertible, exercisable or exchangeable into or for Registrable Securities.

 

Rights Holders ” has the meaning set forth in the preamble.

 

SEC ” means the United States Securities and Exchange Commission.

 

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Securities Act ” means the United States Securities Act of 1933, as amended (and any successor thereto) and the rules and regulations promulgated thereunder.

 

Share Purchase Agreement ” has the meaning set forth in the recitals.

 

Violation ” has the meaning set forth in Section 2.9(a) .

 

WKSI ” has the meaning set forth in Section 2.4(j) .

 

2. Registration Rights

 

2.1 Request for Registration.

 

(a) If the Company shall receive at any time a written request from the Rights Holders of at least ten percent (10%) of the Registrable Securities then outstanding that the Company file a registration statement under the Securities Act with an anticipated aggregate offering price (before deduction of underwriting discounts, commissions and expenses) of at least US$10,000,000, then the Company shall, within ten (10) days of the receipt thereof, give written notice of such requests to all Rights Holders and shall, subject to the limitations of subsection 2.1(b) , use its best efforts to file as soon as practicable, and in any event within ninety (90) days of the receipt of such requests, a registration statement under the Securities Act covering all Registrable Securities which the Rights Holders request to be registered within twenty (20) days of the mailing of such notice by the Company.

 

(b) If the Rights Holders initiating the registration request hereunder (“ Initiating Holders ”) intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.1 and the Company shall include such information in the written notice referred to in subsection 2.1(a) . The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Rights Holder to include its Registrable Securities in such registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such holder) to the extent provided herein. All Rights Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e) ) enter into an underwriting agreement in customary form with the underwriter or underwriters of internationally recognized standing selected for such underwriting reasonably acceptable to the holders of at least a majority of the voting power of all Registrable Securities proposed to be included in such registration. Notwithstanding any other provision of this Section 2.1 , if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of such Registrable Securities that may be included in the underwriting shall be allocated among all participating Rights Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities owned by each participating Rights Holder; provided , however , that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other Company Securities are first entirely excluded from the underwriting; provided further that any Initiating Holder shall have the right to withdraw its request for registration from the underwriting by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement, and such withdrawal request for registration shall not be deemed to constitute one of the registration rights granted pursuant to this Section 2.1 . If any Rights Holder disapproves the terms of any underwriting, such holder may elect to withdraw therefrom by written notice to the Company and the underwriters delivered at least ten (10) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwritten offering shall be withdrawn from the registration. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to a Rights Holder to the nearest one hundred (100) shares.

 

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(c) Notwithstanding the foregoing, if the Company shall furnish to Rights Holders requesting a registration statement pursuant to this Section 2.1 , a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided , however , that the Company may not utilize this right more than once in any 12-month period; provided further that during such one hundred twenty (120)-day period, the Company shall not file any registration statement pertaining to the public offering of any Company Securities.

 

(d) In addition, the Company shall not be obligated to effect, or to take any action to effect, any registration pursuant to this Section 2.1 :

 

(i) after the Company has effected six (6) registrations pursuant to this Section 2.1 and such registrations have been declared or ordered effective;

 

(ii) in response to the demand for registration by any Initiating Holder or any of its Affiliates pursuant to this Section 2.1 , after the Company has effected two (2) registrations pursuant to such Initiating Holder’s or its Affiliate’s demand for registration pursuant to this Section 2.1 and such registrations have been declared or ordered effective;

 

(iii) during the period starting with the date ninety (90) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration subject to Section 2.2 hereof; provided that the Company is actively employing in good faith its best efforts to cause such registration statement to become effective and that the Holders are entitled to join such registration in accordance with Section 2.2 hereof; or

 

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(iv) if the Initiating Holders propose to dispose of shares of Registrable Securities that may be immediately registered on Form F-3 pursuant to a request made pursuant to Section 2.3 below.

 

2.2 Piggyback Registration.

 

If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for shareholders other than the Rights Holders) any of Company Securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration relating solely to the sale of securities to participants in a Company share option, share purchase or similar plan or a transaction covered by Rule 145 under the Securities Act, a registration in which the only shares being registered are Ordinary Shares issuable upon conversion of debt securities which are also being registered, or any registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall, at such time, promptly give each Rights Holder written notice of such registration. Upon the written request of each Rights Holder given within twenty (20) days after mailing of such notice by the Company in accordance with Section 3.5 , the Company shall, subject to the provisions of Section 2.7 , use its best efforts to cause to be registered under the Securities Act all of the Registrable Securities that each such Rights Holder has requested to be registered. Registration pursuant to this Section 2.2 shall not be deemed to be a demand registration as described in Section 2.1 above. If a Rights Holder decides not to include all or any of its Registrable Securities in such registration by the Company, such Rights Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of Company Securities, all upon the terms and conditions set forth herein. There shall be no limit on the number of times the Rights Holders may request registration of Registrable Securities under this Section 2.2 .

 

2.3 Form F-3 Registration.

 

The Company shall use its best efforts to qualify for registration on Form F-3. In case the Company shall receive from any Rights Holder or Rights Holders of not less than twenty percent (20%) of the Registrable Securities then outstanding a written request or requests that the Company effect a registration on Form F-3 or any comparable or successor form and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Rights Holder(s), the Company shall:

 

(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Rights Holders; and

 

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(b) use its best efforts to effect, as soon as practicable, such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Rights Holder’s or Rights Holders’ Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Rights Holders joining in such request as are specified in a written request given within 15 days after receipt of such written notice from the Company; provided , however , that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 2.3 :

 

(i) if Form F-3 is not available for such offering by the Rights Holders;

 

(ii) if the Rights Holders intend to sell Registrable Securities at an aggregate price to the public (after the deduction of any underwriters’ discounts or commissions) of less than US$[500,000];

 

(iii) if the Company shall furnish to the Rights Holders a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such Form F-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form F-3 registration statement for a period of not more than one hundred twenty (120) days after receipt of the request of the right Holder(s) under this Section 2.3; provided, however , that the Company shall not utilize this right more than once in any 12-month period; provided further that during such one hundred twenty (120)-day period, the Company shall not file any registration statement pertaining to the public offering of any Company Securities ; or

 

(iv) if, within the 12-month period preceding the date of such request, the Company has already effected two (2) registrations on Form F-3 for the Rights Holders pursuant to this Section 2.3 ; or (v) during the period ending one hundred eighty (180) days after the effective date of a registration statement subject to Section 2.2 ; provided that the Rights Holders are entitled to join such registration in accordance with Section 2.2 hereof.

 

(c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities as soon as practicable after receipt of the request or requests of the Rights Holders. Registrations effected pursuant to this Section 2.3 shall not be counted as demands for registration or registrations effected pursuant to Sections 2.1 or 2.2 , respectively. Subject to the Section 2.3(b) , there shall be no limit on the number of times the Rights Holders may request registration of Registrable Securities under this Section 2.3 .

 

2.4 Obligations of the Company.

 

Whenever required under this Article 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible: