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58.com Inc. – IPO: ‘F-1’ on 9/27/13 – EX-10.8

On:  Friday, 9/27/13, at 2:06pm ET   ·   Accession #:  1047469-13-9364   ·   File #:  333-191424

Previous ‘F-1’:  None   ·   Next:  ‘F-1/A’ on 10/7/13   ·   Latest:  ‘F-1/A’ on 3/26/14   ·   2 References:   

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/27/13  58.com Inc.                       F-1                   24:7.6M                                   Merrill Corp/New/FA

Initial Public Offering (IPO):  Registration Statement of a Foreign Private Issuer   —   Form F-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-1         Registration Statement of a Foreign Private Issuer  HTML   2.27M 
 2: EX-3.1      Articles of Incorporation/Organization or By-Laws   HTML    460K 
 3: EX-3.2      Articles of Incorporation/Organization or By-Laws   HTML    376K 
 4: EX-4.2      Instrument Defining the Rights of Security Holders  HTML     16K 
 5: EX-4.4      Instrument Defining the Rights of Security Holders  HTML    190K 
 6: EX-4.5      Instrument Defining the Rights of Security Holders  HTML    454K 
 7: EX-4.6      Instrument Defining the Rights of Security Holders  HTML    448K 
 8: EX-5.1      Opinion re: Legality                                HTML     21K 
 9: EX-8.1      Opinion re: Tax Matters                             HTML     17K 
10: EX-8.2      Opinion re: Tax Matters                             HTML     19K 
11: EX-10.1     Material Contract                                   HTML     47K 
12: EX-10.2     Material Contract                                   HTML    116K 
13: EX-10.3     Material Contract                                   HTML     68K 
14: EX-10.4     Material Contract                                   HTML     79K 
15: EX-10.5     Material Contract                                   HTML     65K 
16: EX-10.6     Material Contract                                   HTML    280K 
17: EX-10.7     Material Contract                                   HTML    308K 
18: EX-10.8     Material Contract                                   HTML     68K 
19: EX-10.9     Material Contract                                   HTML    146K 
20: EX-21.1     Subsidiaries of the Registrant                      HTML     10K 
21: EX-23.1     Consent of Experts or Counsel                       HTML     12K 
22: EX-23.5     Consent of Experts or Counsel                       HTML     12K 
23: EX-99.1     Miscellaneous Exhibit                               HTML     61K 
24: EX-99.2     Miscellaneous Exhibit                               HTML     35K 


EX-10.8   —   Material Contract


This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]




Exhibit 10.8

 

Power of Attorney

 

I, Jinbo Yao, a Chinese citizen with Chinese Identification Card No.:           , and a holder of 37.8% of the entire registered capital in Beijing 58 Information Technology Co., Ltd. (“58.com”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize Beijing Chengshi Wanglin Information Technology Co., Ltd. (“WFOE”) to exercise the following rights relating to all equity interests held by me now and in the future (“My Shareholding”) during the term of this Power of Attorney:

 

WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholders’ meetings of 58.com; 2) exercise all the shareholder’s rights and shareholder’s voting rights I am entitled to under the laws of China and 58.com’s Articles of Association, including but not limited to the sale or transfer or pledge or disposition of My Shareholding in part or in whole; and 3) designate and appoint on behalf of myself the legal representative, the directors, supervisors, the chief executive officer and other senior management members of 58.com.

 

Without limiting the generality of the powers granted hereunder, WFOE shall have the power and authority to, on behalf of myself, execute all the documents I shall sign as stipulated in the Amended and Restated Exclusive Option Agreement entered into by and among I, WFOE and 58.com on June 28, 2013 and the Amended and Restated Equity Pledge Agreement entered into by and among I, WFOE and 58.com on June 28, 2013 (including any modification, amendment and restatement thereto, collectively the “Transaction Documents”), and perform the terms of the Transaction Documents.

 

All the actions associated with My Shareholding conducted by WFOE shall be deemed as my own actions, and all the documents related to My Shareholding executed by WFOE shall be deemed to be executed by me.  I hereby acknowledge and ratify those actions and/or documents by WFOE.

 

WFOE is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and without giving prior notice to me or obtaining my consent. If required by PRC laws, WFOE shall designate a PRC citizen to exercise the aforementioned rights.

 

This Power of Attorney is coupled with an interest and shall be irrevocable and continuously valid from the date of execution of this Power of Attorney, so long as I am a shareholder of 58.com.

 

During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to WFOE through this Power of Attorney, and shall not exercise such rights by myself.

 

This Power of Attorney is written in Chinese and English; in case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.

 

1



 

This Power of Attorney shall replace and supersede the power of attorney to the WFOE I executed on October 10, 2011.

 

2



 

 

Jinbo Yao

 

 

 

 

By:

/s/ Jinbo Yao

 

 

 

June 28, 2013

 

 

Accepted by:

 

 

 

Beijing Chengshi Wanglin Information Technology Co., Ltd.

 

 

 

 

By:

/s/ Jinbo Yao and company seal

 

Name:

Jinbo Yao

 

Title:

Legal Representative

 

 

 

 

 

Acknowledged by:

 

 

 

Beijing 58 Information Technology Co., Ltd.

 

 

 

 

By:

/s/ Jinbo Yao and company seal

 

Name:

Jinbo Yao

 

Title:

Legal Representative

 

 

3



 

Power of Attorney

 

I, Lianqing Zhang, a Chinese citizen with Chinese Identification Card No.:           , and a holder of 39.82% of the entire registered capital in Beijing 58 Information Technology Co., Ltd. (“58.com”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize Beijing Chengshi Wanglin Information Technology Co., Ltd. (“WFOE”) to exercise the following rights relating to all equity interests held by me now and in the future (“My Shareholding”) during the term of this Power of Attorney:

 

WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholders’ meetings of 58.com; 2) exercise all the shareholder’s rights and shareholder’s voting rights I am entitled to under the laws of China and 58.com’s Articles of Association, including but not limited to the sale or transfer or pledge or disposition of My Shareholding in part or in whole; and 3) designate and appoint on behalf of myself the legal representative, the directors, supervisors, the chief executive officer and other senior management members of 58.com.

 

Without limiting the generality of the powers granted hereunder, WFOE shall have the power and authority to, on behalf of myself, execute all the documents I shall sign as stipulated in the Exclusive Option Agreement entered into by and among I, WFOE and 58.com on June 28, 2013 and the Equity Pledge Agreement entered into by and among I, WFOE and 58.com on June 28, 2013 (including any modification, amendment and restatement thereto, collectively the “Transaction Documents”), and perform the terms of the Transaction Documents.

 

All the actions associated with My Shareholding conducted by WFOE shall be deemed as my own actions, and all the documents related to My Shareholding executed by WFOE shall be deemed to be executed by me.  I hereby acknowledge and ratify those actions and/or documents by WFOE.

 

WFOE is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and without giving prior notice to me or obtaining my consent. If required by PRC laws, WFOE shall designate a PRC citizen to exercise the aforementioned rights.

 

This Power of Attorney is coupled with an interest and shall be irrevocable and continuously valid from the date of execution of this Power of Attorney, so long as I am a shareholder of 58.com.

 

During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to WFOE through this Power of Attorney, and shall not exercise such rights by myself.

 

This Power of Attorney is written in Chinese and English; in case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.

 

4



 

 

Lianqing Zhang

 

 

 

 

By:

/s/ Lianqing Zhang

 

 

 

June 28, 2013

 

 

Accepted by

 

 

 

 

 

Beijing Chengshi Wanglin Information Technology Co., Ltd.

 

 

 

 

By:

/s/ company seal

 

Name:

Jinbo Yao

 

Title:

Legal Representative

 

 

 

 

 

Acknowledged by:

 

 

 

Beijing 58 Information Technology Co., Ltd.

 

 

 

 

By:

/s/ company seal

 

Name:

Jinbo Yao

 

Title:

Legal Representative

 

 

5



 

Power of Attorney

 

I, Jianbo Su, a Chinese citizen with Chinese Identification Card No.:            , and a holder of 9.04% of the entire registered capital in Beijing 58 Information Technology Co., Ltd. (“58.com”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize Beijing Chengshi Wanglin Information Technology Co., Ltd. (“WFOE”) to exercise the following rights relating to all equity interests held by me now and in the future (“My Shareholding”) during the term of this Power of Attorney:

 

WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholders’ meetings of 58.com; 2) exercise all the shareholder’s rights and shareholder’s voting rights I am entitled to under the laws of China and 58.com’s Articles of Association, including but not limited to the sale or transfer or pledge or disposition of My Shareholding in part or in whole; and 3) designate and appoint on behalf of myself the legal representative, the directors, supervisors, the chief executive officer and other senior management members of 58.com.

 

Without limiting the generality of the powers granted hereunder, WFOE shall have the power and authority to, on behalf of myself, execute all the documents I shall sign as stipulated in the Amended and Restated Exclusive Option Agreement entered into by and among I, WFOE and 58.com on June 28, 2013 and the Amended and Restated Equity Pledge Agreement entered into by and among I, WFOE and 58.com on June 28, 2013 (including any modification, amendment and restatement thereto, collectively the “Transaction Documents”), and perform the terms of the Transaction Documents.

 

All the actions associated with My Shareholding conducted by WFOE shall be deemed as my own actions, and all the documents related to My Shareholding executed by WFOE shall be deemed to be executed by me.  I hereby acknowledge and ratify those actions and/or documents by WFOE.

 

WFOE is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and without giving prior notice to me or obtaining my consent. If required by PRC laws, WFOE shall designate a PRC citizen to exercise the aforementioned rights.

 

This Power of Attorney is coupled with an interest and shall be irrevocable and continuously valid from the date of execution of this Power of Attorney, so long as I am a shareholder of 58.com.

 

During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to WFOE through this Power of Attorney, and shall not exercise such rights by myself.

 

This Power of Attorney is written in Chinese and English; in case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.

 

6



 

This Power of Attorney shall replace and supersede the power of attorney to the WFOE I executed on October 10, 2011.

 

7



 

 

Jianbo Su

 

 

 

 

By:

/s/ Jianbo Su

 

 

 

June 28, 2013

 

 

 

 

Accepted by:

 

 

 

Beijing Chengshi Wanglin Information Technology Co., Ltd.

 

 

 

 

By:

/s/ company seal

 

Name:

Jinbo Yao

 

Title:

Legal Representative

 

 

 

 

 

Acknowledged by:

 

 

 

Beijing 58 Information Technology Co., Ltd.

 

 

 

 

By:

/s/ company seal

 

Name:

Jinbo Yao

 

Title:

Legal Representative

 

 

8



 

Power of Attorney

 

I, Beijing Wanglintong Information Technology Co., Ltd., a limited liability company organized and existing under the laws of the PRC, with its address at Room 201 and Room 202, No. 10 Building, Yi108 Beiyuan Road, Chaoyang District, Beijing, PRC, and a holder of 13.34% of the entire registered capital in Beijing 58 Information Technology Co., Ltd. (“58.com”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize Beijing Chengshi Wanglin Information Technology Co., Ltd. (“WFOE”) to exercise the following rights relating to all equity interests held by me now and in the future (“My Shareholding”) during the term of this Power of Attorney:

 

WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attend shareholders’ meetings of 58.com; 2) exercise all the shareholder’s rights and shareholder’s voting rights I am entitled to under the laws of China and 58.com’s Articles of Association, including but not limited to the sale or transfer or pledge or disposition of My Shareholding in part or in whole; and 3) designate and appoint on behalf of myself the legal representative, the directors, supervisors, the chief executive officer and other senior management members of 58.com.

 

Without limiting the generality of the powers granted hereunder, WFOE shall have the power and authority to, on behalf of myself, execute all the documents I shall sign as stipulated in the Amended and Restated Exclusive Option Agreement entered into by and among I, WFOE and 58.com on June 28, 2013 and the Amended and Restated Equity Pledge Agreement entered into by and among I, WFOE and 58.com on June 28, 2013 (including any modification, amendment and restatement thereto, collectively the “Transaction Documents”), and perform the terms of the Transaction Documents.

 

All the actions associated with My Shareholding conducted by WFOE shall be deemed as my own actions, and all the documents related to My Shareholding executed by WFOE shall be deemed to be executed by me.  I hereby acknowledge and ratify those actions and/or documents by WFOE.

 

WFOE is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and without giving prior notice to me or obtaining my consent. If required by PRC laws, WFOE shall designate a PRC citizen to exercise the aforementioned rights.

 

This Power of Attorney is coupled with an interest and shall be irrevocable and continuously valid from the date of execution of this Power of Attorney, so long as I am a shareholder of 58.com.

 

During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to WFOE through this Power of Attorney, and shall not exercise such rights by myself.

 

9



 

This Power of Attorney is written in Chinese and English; in case there is any conflict between the Chinese version and the English version, the Chinese version shall prevail.

 

This Power of Attorney shall replace and supersede the power of attorney to the WFOE I executed on October 10, 2011.

 

10



 

 

Beijing Wanglintong Information Technology Co., Ltd.

 

 

 

 

By:

/s/ Jinbo Yao

 

Name:

Jinbo Yao

 

Title:

Legal Representative

 

 

 

June 28, 2013

 

 

Accepted by

 

 

 

Beijing Chengshi Wanglin Information Technology Co., Ltd.

 

 

 

 

By:

/s/ Jinbo Yao and company seal

 

Name:

Jinbo Yao

 

Title:

Legal Representative

 

 

 

 

 

Acknowledged by:

 

 

 

 

 

Beijing 58 Information Technology Co., Ltd.

 

 

 

 

By:

/s/ Jinbo Yao and company seal

 

Name:

Jinbo Yao

 

Title:

Legal Representative

 

 

11




Dates Referenced Herein

This ‘F-1’ Filing    Date    Other Filings
Filed on:9/27/13None on these Dates
6/28/13
10/10/11
 List all Filings 


2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

10/24/13  SEC                               UPLOAD10/20/17    1:142K 58.com Inc.
10/11/13  SEC                               UPLOAD10/20/17    1:36K  58.com Inc.
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