CONVERITBLE REDEEMABLE PREFERRED SHARES | 13 . CONVERTIBLE REDEEMABLE PREFERRED SHARES On April 3, 2011, Wowo Group Limited ("Wowo BVI") 5,489,604 0.9108 5,000,000 18,072 On May 25, June 8, and July 5, 2011, Wowo BVI issued 30,803,678 2,053,580 18,482,206 0.9739 30,000,000 2,000,000 18,000,000 192,149 On February 29, 2012, the Company issued an aggregate of 30,507,471 0.4097 12,500,000 31,153 6,713,384 70,690,413 0.4097 43,234,050 Each Series A and Series B convertible preferred share had been automatically converted into one The rights, preferences, privileges and restriction granted to and imposed on the Series A-1, A-2 (collectively referred to as Series A Preferred Shares'') and Series B Preferred Shares (collectively, "Preferred Shares")were as follows: Voting rights Each Preferred Share carried a According to the Third Amended Memorandum and Article of Association after above issuance of Series A-1, Series A-2 and Series B Preferred Shares, the number of the Board of directors of the Company was four one three Dividends No dividends shall be declared or paid on the ordinary shares or any future series of Preferred Shares, unless and until a dividend in like amount is declared and paid on each outstanding Preferred Share on an as-if converted basis. Each holder of Series B Preferred Shares shall be entitled to receive, on annual basis, preferential, non-cumulative dividends at the rate equal to the greater of (i) 8 After the full preferential dividends for Series B Preferred Shares had been paid on all outstanding Series B Preferred Shares, each holder of Series A-2 Preferred Shares shall be entitled to receive, on an annual basis, preferential, non-cumulative dividends at the rate equal to the greater of (i) 8 After the full preferential dividends for Series B and Series A-2 Preferred Shares had been paid on all outstanding Series B and Series A-2 Preferred Shares, each holder of Series A-1 Preferred Shares shall be entitled to receive, on an annual basis, preferential, non-cumulative dividends at the rate equal to the greater of (i) 8 In addition to any dividend pursuant to above, the holders of Preferred Shares shall be entitled to receive on a pari passu basis, when as and if declared at the sole discretion of the Board, but only out of funds that are legally available there for, cash dividends at the rate or in the amount as the Board considers appropriate. Liquidation preference In the event of any liquidation, dissolution or winding up of the Company, each holder of Series B Preferred Shares shall be entitled to receive, prior to any distribution to the holders of Series A Preferred Shares, Ordinary Shares or any other class or series of shares then outstanding, an amount per Series B Preferred Share equal to 100 After the full Series B Preference Amount had been paid on all outstanding Series B Preferred Shares, the each holder of Series A-2 Preferred Shares shall be entitled to receive, prior to any distribution to the holders of Ordinary Shares or any other class or series of shares then outstanding, an amount per Series A-2 Preferred Share equal to 100 After the full Series A-2 Preference Amount had been paid on all outstanding Series A-2 Preferred Shares, the each holder of Series A-1 Preferred Shares shall be entitled to receive, prior to any distribution to the holders of Ordinary Shares or any other class or series of shares then outstanding, an amount per Series A-1 Preferred Share equal to 100 After the full Series B and Series A Preference Amount had been paid, any remaining funds or assets of the Company legally available for distribution to shareholders shall be distributed pro rata among the holders of Preferred Shares (on an as-converted basis) and the holders of the Ordinary Shares. In the event the Company proposed to distribute assets other than cash in connection with any liquidation, dissolution or winding up of the Company, the value of the assets to be distributed to the holders of Preferred Shares and Ordinary Shares shall be determined by the Board. Conversion Optional conversion Each holder of Preferred Shares shall have the right to convert all or any portion of the Preferred Shares into Ordinary Shares at any time. The conversion rate for the Series B Preferred Shares and Series A Preferred Shares shall be determined by dividing the Series B and Series A Issue Price for each of the Series B Preferred Shares and Series A Preferred Shares by its conversion price, respectively, provided that in the event of any share splits, share combinations, share dividends, recapitalizations and similar events, the initial Series B and Series A Conversion Price shall be adjusted accordingly, respectively. Automatic conversion The Preferred Shares would automatically be converted into Ordinary Shares, at its then respective Conversion Prices, upon a Qualified IPO, which is defined as an initial public offering of securities of the Company on a recognized regional or national exchange or quotation system in the United States, Hong Kong, the PRC or any other jurisdiction approved by the investors, and the aggregate proceeds to the Company in such initial public offering shall be not less than $ 100,000,000 No adjustment in the Series B Conversion Price shall be made in respect of the issuance of additional ordinary shares unless the consideration per share for an additional ordinary share issued or deemed to be issued by the Company is less than the Series B Conversion Price. If the Company issues any additional ordinary shares and 0.85 0.85 No adjustment in the Series A Preferred Shares Conversion Price shall be made in respect of the issuance of additional ordinary shares unless the consideration per share for an additional ordinary share issued or deemed to be issued by the Company is less than the Series A Conversion Price. If the Company issues any additional ordinary shares and 0.85 Series A Conversion Price, the Series A Conversion Price shall be reduced to a price (to the nearest one thousandth (1/1000) of a cent) equal to 0.85 The conversion price will be adjusted for share dividends, subdivisions, combinations or consolidations of ordinary shares, other distributions, reclassification, exchange and substitution. The Company will protect the Conversion Rights of the holders of the Preferred Shares against impairment, and not amend its Memorandum and Articles of Association or through any reorganization, transfer of assets, consolidation, merger, dissolution, issuance or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by the Company. The Group had determined that there was embedded beneficial conversion feature of $43,234,050 attributable to the Series A-1 and Series A-2 Preferred Shares because the adjusted conversion price of Series A-1 and Series A-2 Preferred Shares is lower than the fair value of the Group's ordinary share as of respective issuance dates and there was no embedded beneficial conversion feature attributable to the Series B Preferred Shares because the conversion price of the Series B Preferred Shares is higher than the fair value of the Group's ordinary share as of the issuance date. The initial conversion price of Series B and Series A Preferred Shares shall be their Issue Price, therefore, the initial conversion rate was one one one one The Group assessed $ 37,641,848 40,814,509 2,365,351 as accretion for Series A-1 Preferred Shares, Series A-2 Preferred Shares and Series B Preferred Shares for the years ended December 31, 2013, 2014 and 2015, respectively. The changes in Preferred Shares balance for the years ended December 31, 2013, 2014 and 2015 are as follows: Series A-1 Preferred Series A-2 Preferred Shares Series B Preferred Shares Total Balance as of January 1, 2013 $ 4,111,914 $ 28,072,921 $ 14,012,736 $ 46,197,571 Accretion for the Preferred Shares 1,199,007 34,336,421 2,106,420 37,641,848 Balance as of December 31, 2013 $ 5,310,921 $ 62,409,342 $ 16,119,156 $ 83,839,419 Accretion for the Preferred Shares 1,445,125 36,947,001 2,422,383 40,814,509 Balance as of December 31, 2014 $ 6,756,046 $ 99,356,343 $ 18,541,539 $ 124,653,928 Accretion for the Preferred Shares 442,409 1,202,748 720,194 2,365,351 Conversion to Ordinary Shares (7,198,455 (100,559,091 (19,261,733 (127,019,279 Balance as of December 31, 2015 $ - $ - $ - $ - On April 8, 2015, all the issued and outstanding Series A-1, Series A-2 and Series B preferred shares were automatically converted into 12,202,988 122,029,877 30,507,471 |