Exhibit 4.23

 

Power of Attorney

 

The undersigned, Richard Qiangdong Liu, a citizen of the People’s Republic of China (the “PRC”) and a holder of 45% of the equity interests of Beijing Jiasheng Investment Management Co., Ltd. (the “Beijing Company”) (the “Shareholding”), hereby irrevocably authorizes any natural person appointed by Beijing Jingdong Century Trading Co., Ltd. (the “WFOE”) to exercise the following rights during the term of this Power of Attorney:

 

Any natural person appointed by the WFOE is hereby authorized to exercise on behalf of the undersigned as his sole and exclusive agent the rights in respect of the Shareholding including without limitation: (1) attend shareholders’ meeting of the Beijing Company and sign resolutions thereof on behalf of the undersigned; (2) exercise all rights of the undersigned as a shareholder of the Beijing Company according to laws and the articles of association of the Beijing Company, including without limitation the rights to vote and to sell, transfer, pledge or dispose all or any part of the Shareholding; and (3) designate and appoint on behalf of the undersigned the legal representative, chairperson, director, supervisor, chief executive officer and any other senior management of the Beijing Company.

 

Subject to the powers and authorities provided under this Power of Attorney, any natural person appointed by the WFOE will have the right to sign on behalf of the undersigned any transfer agreement contemplated under the Exclusive Purchase Option Agreement to which the undersigned will be a party, and to perform the Equity Pledge Agreement and the Exclusive Purchase Option Agreement, each of which is dated the date hereof and to which the undersigned is a party.  Exercise of such right will not have any restriction upon this Power of Attorney.

 

Unless otherwise provided under this Power of Attorney, any natural person appointed by the WFOE has the right to transfer, apply or otherwise dispose any cash dividend, bonus and any other non-cash gain arising from the Shareholding on reliance of any oral or written instruction from the undersigned.

 

Unless otherwise provided under this Power of Attorney, any natural person appointed by the WFOE has the right to take any action regarding the Shareholding according to his/her own judgment without any oral or written instruction from the undersigned.

 

Any and all the actions associated with the Shareholding made by any natural person appointed by the WFOE will be deemed as the action of the undersigned, and any and all documents relating to the Shareholding executed by any natural person appointed by the WFOE shall be deemed to be executed and acknowledged by the undersigned.

 

Any natural person appointed by the WFOE may delegate this power of attorney by assigning his/her rights relating to the conduct of the aforesaid matter and exercise of the Shareholding to any other person or entity at his/her own discretion without prior notice to or consent from the undersigned.

 

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This Power of Attorney is irrevocable and effective as of the date hereof as long as the undersigned is a shareholder of the Beijing Company.  This Power of Attorney supersedes any other power of attorney previously signed by the undersigned.

 

During the term of this Power of Attorney, the undersigned hereby waives all of the rights associated with the Shareholding which have been authorized to any natural person appointed by the WFOE and will not exercise any such right by himself.

 

	
By:
    	
/s/ Richard Qiangdong Liu
    	
 
    
	
 
    	
 
    
	
Dated: August 25, 2016
    	
 
    


 

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Power of Attorney

 

The undersigned, Yayun Li, a citizen of the People’s Republic of China (the “PRC”) and a holder of 30% of the equity interests of Beijing Jiasheng Investment Management Co., Ltd. (the “Beijing Company”) (the “Shareholding”), hereby irrevocably authorizes any natural person appointed by Beijing Jingdong Century Trading Co., Ltd. (the “WFOE”) to exercise the following rights during the term of this Power of Attorney:

 

Any natural person appointed by the WFOE is hereby authorized to exercise on behalf of the undersigned as his sole and exclusive agent the rights in respect of the Shareholding including without limitation: (1) attend shareholders’ meeting of the Beijing Company and sign resolutions thereof on behalf of the undersigned; (2) exercise all rights of the undersigned as a shareholder of the Beijing Company according to laws and the articles of association of the Beijing Company, including without limitation the rights to vote and to sell, transfer, pledge or dispose all or any part of the Shareholding; and (3) designate and appoint on behalf of the undersigned the legal representative, chairperson, director, supervisor, chief executive officer and any other senior management of the Beijing Company.

 

Subject to the powers and authorities provided under this Power of Attorney, any natural person appointed by the WFOE will have the right to sign on behalf of the undersigned any transfer agreement contemplated under the Exclusive Purchase Option Agreement to which the undersigned will be a party, and to perform the Equity Pledge Agreement and the Exclusive Purchase Option Agreement, each of which is dated the date hereof and to which the undersigned is a party.  Exercise of such right will not have any restriction upon this Power of Attorney.

 

Unless otherwise provided under this Power of Attorney, any natural person appointed by the WFOE has the right to transfer, apply or otherwise dispose any cash dividend, bonus and any other non-cash gain arising from the Shareholding on reliance of any oral or written instruction from the undersigned.

 

Unless otherwise provided under this Power of Attorney, any natural person appointed by the WFOE has the right to take any action regarding the Shareholding according to his/her own judgment without any oral or written instruction from the undersigned.

 

Any and all the actions associated with the Shareholding made by any natural person appointed by the WFOE will be deemed as the action of the undersigned, and any and all documents relating to the Shareholding executed by any natural person appointed by the WFOE shall be deemed to be executed and acknowledged by the undersigned.

 

Any natural person appointed by the WFOE may delegate this power of attorney by assigning his/her rights relating to the conduct of the aforesaid matter and exercise of the Shareholding to any other person or entity at his/her own discretion without prior notice to or consent from the undersigned.

 

This Power of Attorney is irrevocable and effective as of the date hereof as long as the undersigned is a shareholder of the Beijing Company.  This Power of Attorney supersedes any other power of attorney previously signed by the undersigned.

 

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During the term of this Power of Attorney, the undersigned hereby waives all of the rights associated with the Shareholding which have been authorized to any natural person appointed by the WFOE and will not exercise any such right by himself.

 

	
By:
    	
/s/ Yayun Li
    	
 
    
	
 
    	
 
    
	
Dated: August 25, 2016
    	
 
    


 

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Power of Attorney

 

The undersigned, Pang Zhang, a citizen of the People’s Republic of China (the “PRC”) and a holder of 25% of the equity interests of Beijing Jiasheng Investment Management Co., Ltd. (the “Beijing Company”) (the “Shareholding”), hereby irrevocably authorizes any natural person appointed by Beijing Jingdong Century Trading Co., Ltd. (the “WFOE”) to exercise the following rights during the term of this Power of Attorney:

 

Any natural person appointed by the WFOE is hereby authorized to exercise on behalf of the undersigned as his sole and exclusive agent the rights in respect of the Shareholding including without limitation: (1) attend shareholders’ meeting of the Beijing Company and sign resolutions thereof on behalf of the undersigned; (2) exercise all rights of the undersigned as a shareholder of the Beijing Company according to laws and the articles of association of the Beijing Company, including without limitation the rights to vote and to sell, transfer, pledge or dispose all or any part of the Shareholding; and (3) designate and appoint on behalf of the undersigned the legal representative, chairperson, director, supervisor, chief executive officer and any other senior management of the Beijing Company.

 

Subject to the powers and authorities provided under this Power of Attorney, any natural person appointed by the WFOE will have the right to sign on behalf of the undersigned any transfer agreement contemplated under the Exclusive Purchase Option Agreement to which the undersigned will be a party, and to perform the Equity Pledge Agreement and the Exclusive Purchase Option Agreement, each of which is dated the date hereof and to which the undersigned is a party.  Exercise of such right will not have any restriction upon this Power of Attorney.

 

Unless otherwise provided under this Power of Attorney, any natural person appointed by the WFOE has the right to transfer, apply or otherwise dispose any cash dividend, bonus and any other non-cash gain arising from the Shareholding on reliance of any oral or written instruction from the undersigned.

 

Unless otherwise provided under this Power of Attorney, any natural person appointed by the WFOE has the right to take any action regarding the Shareholding according to his/her own judgment without any oral or written instruction from the undersigned.

 

Any and all the actions associated with the Shareholding made by any natural person appointed by the WFOE will be deemed as the action of the undersigned, and any and all documents relating to the Shareholding executed by any natural person appointed by the WFOE shall be deemed to be executed and acknowledged by the undersigned.

 

Any natural person appointed by the WFOE may delegate this power of attorney by assigning his/her rights relating to the conduct of the aforesaid matter and exercise of the Shareholding to any other person or entity at his/her own discretion without prior notice to or consent from the undersigned.

 

This Power of Attorney is irrevocable and effective as of the date hereof as long as the undersigned is a shareholder of the Beijing Company.  This Power of Attorney supersedes any other power of attorney previously signed by the undersigned.

 

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During the term of this Power of Attorney, the undersigned hereby waives all of the rights associated with the Shareholding which have been authorized to any natural person appointed by the WFOE and will not exercise any such right by himself.

 

	
By:
    	
/s/ Pang Zhang
    	
 
    
	
 
    	
 
    
	
Dated: August 25, 2016
    	
 
    


 

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Schedule A

 

The following schedule sets forth all other similar agreements the registrant entered into with the relevant Chinese variable interest entity. Other than the information set forth below, there is no material difference between such other agreements and this exhibit.

 


	
VIE
    	
 
    	
Executing Parties
    	
 
    	
Execution Date
    
	
Beijing Yuanyi Freight Forwarding Co., Ltd.
    	
 
    	
Richard Qiangdong Liu



Yayun Li



Pang Zhang
    	
 
    	
January 5, 2017



January 5, 2017



January 5, 2017
    
	
Jiangsu Jingdong Bangneng Investment Management   Co., Ltd.
    	
 
    	
Richard Qiangdong Liu



Yayun Li



Pang Zhang
    	
 
    	
September 8, 2016



September 8, 2016



September 8, 2016
    
	
Suqian Limao Donghong Investment Management   Co., Ltd.
    	
 
    	
Richard Qiangdong Liu



Yayun Li
    	
 
    	
December 28, 2016



December 28, 2016
    
	
Beijing Andist Technology Co., Ltd.
    	
 
    	
Richard Qiangdong Liu



Yayun Li



Pang Zhang
    	
 
    	
December 1, 2016



December 1, 2016



December 1, 2016
    
	
Shanghai Jingdong Cai’ao E-commercial Co., Ltd.
    	
 
    	
Richard Qiangdong Liu



Yayun Li



Pang Zhang
    	
 
    	
December 20, 2016



December 20, 2016



December 20, 2016
    
	
Xi’an   Jingdong Xincheng Information Technology Co., Ltd.
    	
 
    	
Richard Qiangdong Liu

 

Yayun Li

 

Pang Zhang
    	
 
    	
June 23,   2017
    
	
Suzhou   Guanyinghou Media Technology Co., Ltd.
    	
 
    	
Qian   Yang
    	
 
    	
December 11,   2017
    
	
Beijing JPT E-Commerce Co., Ltd.
    	
 
    	
Richard Qiangdong Liu

 

Yayun Li

 

Pang   Zhang
    	
 
    	
March 28,   2018

 

March 28,   2018

 

March 28,   2018
    
	
Jingdong Cloud Computing Co., Ltd.
    	
 
    	
Richard Qiangdong Liu

 

Yayun Li

 

Pang   Zhang
    	
 
    	
November 29,   2018

 

November 29,   2018

 

November 29,   2018
    




 

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