EX-10.11 15 d732862dex1011.htm EX-10.11 EX-10.11

Exhibit 10.11

Power of Attorney

I, Yan Tang, a People’s Republic of China (“China” or the “PRC”) citizen with PRC Identification Card No.: ***, and a holder of RMB 800,000 in the registered capital of Beijing Momo Technology Co., Ltd. (“Momo Technology”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize Beijing Momo Information Technology Co., Ltd. (the “WFOE”) to exercise the following rights relating to all equity interests held by me now and in the future in Momo Technology (“My Shareholding”) during the term of this Power of Attorney:

The 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) attending shareholders’ meetings of Momo Technology; 2) exercising all the shareholder’s rights and shareholder’s voting rights I am entitled to under the laws of China and Momo Technology Articles of Association, including but not limited to the sale, transfer, pledge or disposition of My Shareholding in part or in whole; and 3) designating and appointing on behalf of myself the legal representative, directors, supervisors, chief executive officer and other senior management members of Momo Technology.

Without limiting the generality of the powers granted hereunder, the 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 myself, the WFOE and Momo Technology on April 18, 2014 and the Equity Pledge Agreement entered into by and among me, the WFOE and Momo Technology on April 18, 2014 (including any modification, amendment and restatement thereto, collectively the “Transaction Documents”), and perform the terms of the Transaction Documents.

 

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

The 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, the WFOE shall designate a PRC citizen to exercise the aforementioned rights.

During the period that I am a shareholder of Momo Technology, this Power of Attorney shall be irrevocable and continuously effective and valid from the date of execution of this Power of Attorney.

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

This Power of Attorney is written in Chinese and English. The Chinese version and English version shall have equal legal validity.

 

Yan Tang
By:  

/s/ Yan Tang

April 18, 2014

 

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Strictly Confidential


Accepted by
Beijing Momo Information Technology Co., Ltd.
By:  

/s/ Yan Tang        /common seal/

Name:  
Title:  
Acknowledged by
Beijing Momo Technology Co., Ltd.
By:  

/s/ Yan Tang        /common seal/

Name:  
Title:  

 

3
Strictly Confidential


Power of Attorney

I, Xiaoliang Lei, a People’s Republic of China (“China” or the “PRC”) citizen with PRC Identification Card No.: ***, and a holder of RMB71,100 in the registered capital of Beijing Momo Technology Co., Ltd. (“Momo Technology”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize Beijing Momo Information Technology Co., Ltd. (the “WFOE”) to exercise the following rights relating to all equity interests held by me now and in the future in Momo Technology (“My Shareholding”) during the term of this Power of Attorney:

The 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) attending shareholders’ meetings of Momo Technology; 2) exercising all the shareholder’s rights and shareholder’s voting rights I am entitled to under the laws of China and Momo Technology Articles of Association, including but not limited to the sale, transfer, pledge or disposition of My Shareholding in part or in whole; and 3) designating and appointing on behalf of myself the legal representative, directors, supervisors, chief executive officer and other senior management members of Momo Technology.

Without limiting the generality of the powers granted hereunder, the 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 myself, the WFOE and Momo Technology on April 18, 2014 and the Equity Pledge Agreement entered into by and among me, the WFOE and Momo Technology on April 18, 2014 (including any modification, amendment and restatement thereto, collectively the “Transaction Documents”), and perform the terms of the Transaction Documents.

 

4
Strictly Confidential


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

The 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, the WFOE shall designate a PRC citizen to exercise the aforementioned rights.

During the period that I am a shareholder of Momo Technology, this Power of Attorney shall be irrevocable and continuously effective and valid from the date of execution of this Power of Attorney.

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

This Power of Attorney is written in Chinese and English. The Chinese version and English version shall have equal legal validity.

 

Xiaoliang Lei
By:  

/s/ Xiaoliang Lei

April 18, 2014

 

5
Strictly Confidential


Accepted by
Beijing Momo Information Technology Co., Ltd.
By:  

/s/ Yan Tang        /common seal/

Name:  
Title:  
Acknowledged by:
Beijing Momo Technology Co., Ltd.
By:  

/s/ Yan Tang        /common seal/

Name:  
Title:  

 

6
Strictly Confidential


Power of Attorney

I, Yong Li, a People’s Republic of China (“China” or the “PRC”) citizen with PRC Identification Card No.: ***, and a holder of RMB177,800 in the registered capital of Beijing Momo Technology Co., Ltd. (“Momo Technology”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize Beijing Momo Information Technology Co., Ltd. (the “WFOE”) to exercise the following rights relating to all equity interests held by me now and in the future in Momo Technology (“My Shareholding”) during the term of this Power of Attorney:

The 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) attending shareholders’ meetings of Momo Technology; 2) exercising all the shareholder’s rights and shareholder’s voting rights I am entitled to under the laws of China and Momo Technology Articles of Association, including but not limited to the sale, transfer, pledge or disposition of My Shareholding in part or in whole; and 3) designating and appointing on behalf of myself the legal representative, directors, supervisors, chief executive officer and other senior management members of Momo Technology.

Without limiting the generality of the powers granted hereunder, the 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 myself, the WFOE and Momo Technology on April 18, 2014 and the Equity Pledge Agreement entered into by and among me, the WFOE and Momo Technology on April 18, 2014 (including any modification, amendment and restatement thereto, collectively the “Transaction Documents”), and perform the terms of the Transaction Documents.

 

7
Strictly Confidential


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

The 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, the WFOE shall designate a PRC citizen to exercise the aforementioned rights.

During the period that I am a shareholder of Momo Technology, this Power of Attorney shall be irrevocable and continuously effective and valid from the date of execution of this Power of Attorney.

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

This Power of Attorney is written in Chinese and English. The Chinese version and English version shall have equal legal validity.

 

Yong Li
By:  

/s/ Yong Li

April 18, 2014

 

8
Strictly Confidential


Accepted by
Beijing Momo Information Technology Co., Ltd.
By:  

/s/ Yan Tang        /common seal/

Name:  
Title:  
Acknowledged by:
Beijing Momo Technology Co., Ltd.
By:  

/s/ Yan Tang        /common seal/

Name:  
Title:  

 

9
Strictly Confidential


Power of Attorney

I, Zhiwei Li, a People’s Republic of China (“China” or the “PRC”) citizen with PRC Identification Card No.: ***, and a holder of RMB 62,200 in the registered capital of Beijing Momo Technology Co., Ltd. (“Momo Technology”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize Beijing Momo Information Technology Co., Ltd. (the “WFOE”) to exercise the following rights relating to all equity interests held by me now and in the future in Momo Technology (“My Shareholding”) during the term of this Power of Attorney:

The 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) attending shareholders’ meetings of Momo Technology; 2) exercising all the shareholder’s rights and shareholder’s voting rights I am entitled to under the laws of China and Momo Technology Articles of Association, including but not limited to the sale, transfer, pledge or disposition of My Shareholding in part or in whole; and 3) designating and appointing on behalf of myself the legal representative, directors, supervisors, chief executive officer and other senior management members of Momo Technology.

Without limiting the generality of the powers granted hereunder, the 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 myself, the WFOE and Momo Technology on April 18, 2014 and the Equity Pledge Agreement entered into by and among me, the WFOE and Momo Technology on April 18, 2014 (including any modification, amendment and restatement thereto, collectively the “Transaction Documents”), and perform the terms of the Transaction Documents.

 

10
Strictly Confidential


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

The 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, the WFOE shall designate a PRC citizen to exercise the aforementioned rights.

During the period that I am a shareholder of Momo Technology, this Power of Attorney shall be irrevocable and continuously effective and valid from the date of execution of this Power of Attorney.

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

This Power of Attorney is written in Chinese and English. The Chinese version and English version shall have equal legal validity.

 

Zhiwei Li
By:  

/s/ Zhiwei Li

April 18, 2014

 

11
Strictly Confidential


Accepted by
Beijing Momo Information Technology Co., Ltd.
By:  

/s/ Yan Tang        /common seal/

Name:  
Title:  
Acknowledged by:
Beijing Momo Technology Co., Ltd.
By:  

/s/ Yan Tang        /common seal/

Name:  
Title:  

 

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Strictly Confidential