Exhibit 4.16


 





WORKING CAPITAL PROVISION AGREEMENT


 


BETWEEN


 


WANG HUIMIN


 


ZHU XIAOXIA


 


AND


 


JMU LIMITED


 


DATED MAY 25, 2017


  


This Agreement (this “Agreement”) is signed
as of May 25, 2017 by and between:


 


		(1)	WANG Huimin and Zhu Xiaoxia, each of whom is a major
shareholder of JMU LIMITED (collectively, the “Major Shareholders”); and



 


		(2)	JMU LIMITED, which formerly known as WOWO LIMITED, a
limited liability company incorporated under the laws of Cayman Islands, with its registered address at the office of MAPLES CORPORATE
SERVICES LIMITED, P.O. BOX 309, UGLAND HOUSE, GRAND CAYMAN, KY1-1104, CAYMAN ISLANDS (hereinafter referred to as the “Company”);



 


The Major Shareholders and JMU LIMITED shall hereinafter be
collectively referred to as the “Parties” and individually referred to as a “Party”.


 


WHEREAS:


 


		(1)	The Major Shareholders agree to provide funds necessary
for the Company’s sustainable operation; and



 


		(2)	The Company agrees to accept the funds provided by The
Major Shareholders for the purpose of its sustainable operation.



 


Therefore, the following terms and conditions are hereby
agreed in relation to The Major Shareholders’ provision of funds necessary for the Company’s sustainable operation:


 


		1.	DEFINITION


 


		1.1	Unless
otherwise interpreted herein, the following terms shall have the following meanings in this Agreement.


 


		1.1.1	This
“Agreement” means this Agreement.


 


		1.1.2	“Working
days” refer to those days other than the legal holidays and public holidays.


 


		1.1.3	“China”
refers to the People’s Republic of China.



 



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		2.	FUNDS
PROVISION


 


		2.1	If
the capital of each of the Company and its subsidiaries, variable interest entities and the subsidiaries of such variable interest
entities is unable to maintain its ongoing operation with own funds, the Major Shareholders will provide to the Company the funds
necessary for its sustainable operation.


 


		2.2	The
funds shall be provided in cash by the Major Shareholders as equity investment in the Company.


 


		2.3	The
term of Funds provision is from the date of this Agreement to May 31, 2018.


 


		3.	GUARANTEE


 


		3.1	The
Major Shareholders agres to provide the following assets to guaranty the funds provision obligation under Clause 2 hereof:


 


		3.1.1	The
42.72% equity interests in Xiao Nan Guo Restaurants Holding Limited (a Hong Kong listed company) owned and indirectly held by
WANG Huimin; and


 


		3.1.2	The
67.80% equity interests in Zhejiang Sunward Fishery Restaurant Group Co., Ltd. held by Zhu Xiaoxia.


 


		3.2	If
The Major Shareholders refuse to perform his obligation hereunder, the Company shall have the right to exercise its guarantee
rights over the assets provided hereunder.


 


		4.	CONFIDENTIALITY


 


		4.1	No
Party may (i) disclose to any third party the confidential information of the other Party obtained through this Agreement, or
(ii) make any profit with the confidential information hereof.


 


		4.2	The
Parties acknowledge and confirm that (i) any oral or written information exchanged by the Parties in connection with this Agreement
is confidential information; (ii) due to this Agreement and the arrangement hereunder, the Parties are likely to obtain or access
the confidential information of the other Party. The Parties shall keep all information in confidence and, without written consent
from the other Party, shall not disclose to any third party any relevant information, except for the following information: (a)
the information known or to be known by the public not by unauthorized disclosure to the public by the Party receiving the information);
(b) the information disclosed required by applicable laws or regulations; or (c) any information needed to be disclosed
by any Party to its legal or financial advisors in connection with the contemplated transaction hereunder, provided that such
legal or financial advisors shall comply with the confidentiality obligations similar with this provision. If any employee or
entity engaged by any Party make disclosure of any confidential information, it shall be deemed as a disclosure made by such Party
and such Party shall be held liable for breach of its liabilities pursuant to this Agreement. This provision shall survive after
this Agreement is terminated for any reason.



 



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		5.	BREACH


 


		5.1	The
Parties shall strictly abide by the provisions hereof. In the event of any breach by one Party, the non-breaching Party shall
issue a notice requesting the breaching Party to rectify the breach within 30 days as of its knowledge of the breach and the breaching
Party shall rectify the breach within 30 days upon the receipt of the notice. If the breaching Party refuses to rectify the breach,
it shall be deemed as a material breach.


 


		5.2	If
any of the Major Shareholders breach and refuse to rectify such breach, the Company shall have the right to request such Major
Shareholder to pay 30% of the difference between the estimated working capital necessary for the Company’s sustainable operation
and the working capital paid by the Major Shareholders during the term hereof as the liquidated damage.


 


		6.	GOVERNING
LAW AND DISPUTE RESOLUTION


 


		6.1	This
Agreement shall be governed by and construed in accordance with the laws of the People’s Republic of China.


 


		6.2	Any
dispute arising from interpretation and performance of this Agreement shall be first resolved by the Parties through friendly
negotiation. If any dispute is not resolved within 30 days after one Party issues a written notice to the other Party requesting
negotiation, any Party may submit the dispute to Beijing Arbitration Commission for arbitration in accordance with its arbitration
rules then effective. The arbitration shall take place in Beijing and the arbitration language shall be Chinese. The arbitration
award shall be final and binding upon both Parties.


 


		7.	MISCELLANEOUS.


 


		7.1	If
any one or more provisions hereof are held as invalid, illegal or unenforceable in any aspect under any law or regulation, the
validity, legality and enforceability of the remaining provisions shall not be affected or impaired in any aspect. The Parties
shall, through the negotiation in good faith, replace those invalid, illegal or unenforceable provisions with valid provisions
to the greatest extent permitted by laws and expected by the Parties, the economic effect of which shall be substantially identical
to that produced by those invalid, illegal or unenforceable provisions.


 


		7.2	The
Parties may modify and supplement this Agreement in writing. Any modification and/or supplemental agreement made by the Parties
to this Agreement shall be an integral part of this Agreement and shall have the same legal effect with this Agreement.


 


		7.3	All
titles and headings used herein are only for convenience of reference, and shall not be used to construe or interpret this Agreement.
Unless otherwise provided, the sections referred to herein shall mean the applicable section of this Agreement.


 


[The Below is Intentionally Left Blank.]


 




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[Signature Page]





 


IN WITNESS WHEREOF, the Major Shareholders and the Company
have executed this Agreement as of the date first written above.





 


Company: JMU LIMITED


 


	By:	/s/ZHU Xiaoxia	 
	Name: ZHU Xiaoxia	 
	Title: Co-chairman and CEO	 





 


Major Shareholders


 


	/s/WANG Huimin	 
	Name: WANG Huimin	 
	 	 
	 	 
	/s/ ZHU Xiaoxia	 
	Name: ZHU Xiaoxia	 


 








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