Exhibit 4.26


 


Exclusive Business Cooperation Agreement


 


This Exclusive Business Cooperation Agreement
(this “Agreement”) is made and entered into by and between the following parties on August 5, 2015 in Beijing, the
People’s Republic of China (“China” or the “PRC”).


 


		Party A:	Beijing
                                         58 Daojia Information Technology Co., Ltd.



 


		Address:	Room D101A-123, Building B-2
                                         of Zhongguancun Dongsheng Science Park, #66 Xixiaokou Road, Haidian District, Beijing



 


		Party B:	Tianjin
                                         58 Daojia Home Services Co., Ltd.



 


		Address:	Square block -901-918 , #5 Meiyuan
                                         Road , Binhaigaoxin District, Tianjin.



 


Each of Party A and
Party B shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively.


 


Whereas,


 


		1.	Party A is a wholly foreign owned enterprise
                                         established in China, and has the necessary resources to provide technical and consulting
                                         services;



 


		2.	Party B is a company established in China
                                         with exclusively domestic capital and is permitted to engage in home services and other
                                         business by relevant PRC government authorities. The businesses conducted by Party B
                                         currently and any time during the term of this Agreement are collectively referred to
                                         as the “Principal Business”;



 


		3.	Party A is willing to provide Party B
                                         with technical support, consulting services and other services on exclusive basis in
                                         relation to the Principal Business during the term of this Agreement, utilizing its advantages
                                         in technology, human resources, and information, and Party B is willing to accept such
                                         services provided by Party A or Party A’s designee(s), each on the terms set forth
                                         herein.



 


Now, therefore, through
mutual discussion, the Parties have reached the following agreements:


 






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		1.	Services
                                         Provided by Party A









 


		1.1	Party B hereby appoints Party A
                                         as Party B’s exclusive services provider to provide Party B with comprehensive
                                         technical support, consulting services and other services during the term of this Agreement,
                                         in accordance with the terms and conditions of this Agreement, including but not limited
                                         to the follows:



 


		(1)	Licensing Party B to use any
                                         software legally owned by Party A;



 


		(2)	Development, maintenance and
                                         update of software involved in Party B’s business;



 


		(3)	Design, installation, daily
                                         management, maintenance and updating of network system, hardware and database design;



 


		(4)	Technical support and training
                                         for employees of Party B;



 


		(5)	Providing business management
                                         consultation for Party B;



 


		(6)	Providing marketing and promotion
                                         services for Party B;



 


		(7)	Providing customer order management
                                         and customer services for Party B;



 


		(8)	Leasing of equipment or properties;
                                         and



 


		(9)	Other services requested by
                                         Party B from time to time to the extent permitted under PRC law.



 


		1.2	Party B agrees to accept all the
                                         services provided by Party A. Party B further agrees that unless with Party A’s
                                         prior written consent, during the term of this Agreement, Party B shall not directly
                                         or indirectly accept the same or any similar services provided by any third party and
                                         shall not establish similar corporation relationship with any third party regarding the
                                         matters contemplated by this Agreement. Party A may appoint other parties, who may enter
                                         into certain agreements described in Section 1.3 with Party B, to provide Party B with
                                         the services under this Agreement.






 


		1.3	Service Providing Methodology



 




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		1.3.1	Party A and Party B agree that
                                         during the term of this Agreement, where necessary, Party B may enter into further service
                                         agreements with Party A or any other party designated by Party A, which shall provide
                                         the specific contents, manner, personnel, and fees for the specific services.



  


		1.3.2	To fulfill this Agreement, Party
                                         A and Party B agree that during the term of this Agreement, where necessary, Party B
                                         may enter into equipment or property leases with Party A or any other party designated
                                         by Party A which shall permit Party B to use Party A’s relevant equipment or property
                                         based on the needs of the business of Party B.






 


		1.3.3	Party B hereby grants to Party
                                         A an irrevocable and exclusive option to purchase from Party B, at Party A’s sole
                                         discretion, any or all of the assets and business of Party B, to the extent permitted
                                         under PRC law, at the lowest purchase price permitted by PRC law. The Parties shall then
                                         enter into a separate assets or business transfer agreement, specifying the terms and
                                         conditions of the transfer of the assets.



 


		2.	The
                                         Calculation and Payment of the Service Fees



 


		2.1	The fees payable by Party B to
                                         Party A during the term of this Agreement shall be calculated as follows:



 


		2.1.1	Party B shall pay service fee to Party A in each month.
                                         The service fee for each month shall consist of management fee and fee for services provided,
                                         which shall be determined by the Parties through negotiation after considering:






 


		(1)	Complexity and difficulty of the services provided by Party
                                         A;



 


		(2)	Title of and time consumed by employees of Party A providing
                                         the services;



 


		(3)	Contents and value of the services provided by Party A;



 


		(4)	Market price of the same type of services;



 


		(5)	Operation conditions of the Party B.





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		2.1.2	If Party A transfers technology to Party B or develops software
                                         or other technology as entrusted by Party B or leases equipments or properties to Party
                                         B, the technology transfer price, development fees or rent shall be determined by the
                                         Parties based on the actual situations.



  


		3.	Intellectual
                                         Property Rights and Confidentiality Clauses



 


		3.1	Party A shall have exclusive and
                                         proprietary ownership, rights and interests in any and all intellectual properties arising
                                         out of or created during the performance of this Agreement, including but not limited
                                         to copyrights, patents, patent applications, software, technical secrets, trade secrets
                                         and others. Party B shall execute all appropriate documents, take all appropriate actions,
                                         submit all filings and/or applications, render all appropriate assistance and otherwise
                                         conduct whatever is necessary as deemed by Party A at its sole discretion for the purposes
                                         of vesting any ownership, right or interest of any such intellectual property rights
                                         in Party A, and/or perfecting the protections for any such intellectual property rights
                                         in Party A.



 


		3.2	The Parties acknowledge that the
                                         existence and the terms of this Agreement and any oral or written information exchanged
                                         between the Parties in connection with the preparation and performance of this Agreement
                                         are regarded as confidential information. Each Party shall maintain confidentiality of
                                         all such confidential information, and without obtaining the written consent of the other
                                         Party, it shall not disclose any relevant confidential information to any third party,
                                         except for the information that: (a) is or will be in the public domain (other than through
                                         the receiving Party’s unauthorized disclosure); (b) is under the obligation to
                                         be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange,
                                         or orders of the court or other government authorities; or (c) is required to be disclosed
                                         by any Party to its shareholders, directors, employees, legal counsels or financial advisors
                                         regarding the transaction contemplated hereunder, provided that such shareholders, directors,
                                         employees, legal counsels or financial advisors shall be bound by the confidentiality
                                         obligations similar to those set forth in this Section. Disclosure of any confidential
                                         information by the shareholders, director, employees of or agencies engaged by any Party
                                         shall be deemed disclosure of such confidential information by such Party and such Party
                                         shall be held liable for breach of this Agreement.



 


		4.	Representations
                                         and Warranties



 


		4.1	Party A hereby represents, warrants
                                         and covenants as follows:



 




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		4.1.1	Party A is a wholly foreign owned
                                         enterprise legally established and validly existing in accordance with the laws of China;
                                         Party A or the service providers designated by Party A will obtain all government permits
                                         and licenses for providing the service under this Agreement before providing such services.



  


		4.1.2	Party A has taken all necessary
                                         corporate actions, obtained all necessary authorizations as well as all consents and
                                         approvals from third parties and government agencies (if required) for the execution,
                                         delivery and performance of this Agreement. Party A’s execution, delivery and performance
                                         of this Agreement do not violate any explicit requirements under any law or regulation.



 


		4.1.3	This Agreement constitutes Party
                                         A’s legal, valid and binding obligations, enforceable against it in accordance
                                         with its terms.



 


		4.2	Party B hereby represents, warrants
                                         and covenants as follows:



 


		4.2.1	Party B is a company legally established
                                         and validly existing in accordance with the laws of China and has obtained and will maintain
                                         all permits and licenses for engaging in the Principal Business in a timely manner.



  


		4.2.2	Party B has taken all necessary
                                         corporate actions, obtained all necessary authorizations as well as all consents and
                                         approvals from third parties and government agencies (if required) for the execution,
                                         delivery and performance of this Agreement. Party B’s execution, delivery and performance
                                         of this Agreement do not violate any explicit requirements under any law or regulation.



 


		4.2.3	This Agreement constitutes Party
                                         B’’s legal, valid and binding obligations, and shall be enforceable against
                                         it in accordance with its terms.



 


		5.	Term
                                         of Agreement



 


		5.1	This Agreement shall become effective
                                         upon execution by the Parties. Unless terminated in accordance with the provisions of
                                         this Agreement or terminated in writing by Party A, this Agreement shall remain effective.



 




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		5.2	During the term of this Agreement,
                                         each Party shall renew its operation term prior to the expiration thereof so as to enable
                                         this Agreement to remain effective. This Agreement shall be terminated upon the expiration
                                         of the operation term of a Party if the application for renewal of its operation term
                                         is not approved by relevant government authorities.



  


		5.3	The rights and obligations of the
                                         Parties under Sections 3, 6, 7 and this Section 5.3 shall survive the termination of
                                         this Agreement.



 


		6.	Governing
                                         Law and Resolution of Disputes



 


		6.1	The execution, effectiveness, construction,
                                         performance, amendment and termination of this Agreement and the resolution of disputes
                                         hereunder shall be governed by the laws of China.



 


		6.2	In the event of any dispute with
                                         respect to the construction and performance of this Agreement, the Parties shall first
                                         resolve the dispute through friendly negotiations. In the event the Parties fail to reach
                                         an agreement on the dispute within 30 days after either Party’s request to the
                                         other Party for resolution of the dispute through negotiations, either Party may submit
                                         the relevant dispute to the China International Economic and Trade Arbitration Commission
                                         for arbitration, in accordance with its arbitration rules. The arbitration shall be conducted
                                         in Beijing. The arbitration award shall be final and binding on both Parties.



 


		6.3	Upon the occurrence of any disputes
                                         arising from the construction and performance of this Agreement or during the pending
                                         arbitration of any dispute, except for the matters under dispute, the Parties shall continue
                                         to exercise their respective rights under this Agreement and perform their respective
                                         obligations under this Agreement.



 


		7.	Breach
                                         of Agreement and Indemnification



  


		7.1	If Party B conducts any material
                                         breach of any term of this Agreement, Party A shall have right to terminate this Agreement
                                         and/or require Party B to indemnify all damages; this Section 7.1 shall not prejudice
                                         any other rights of Party A herein.



 


		7.2	Unless otherwise required by applicable
                                         laws, Party B shall not have any right to terminate this Agreement in any event.



 




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		7.3	Party B shall indemnify and hold
                                         harmless Party A from any losses, injuries, obligations or expenses caused by any lawsuit,
                                         claims or other demands against Party A arising from or caused by the services provided
                                         by Party A to Party B pursuant this Agreement, except where such losses, injuries, obligations
                                         or expenses arise from the gross negligence or willful misconduct of Party A.



 


		8.	Force
                                         Majeure



 


		8.1	In the case of any force majeure
                                         events (“Force Majeure”) such as earthquake, typhoon, flood, fire, flu, war,
                                         strikes or any other events that cannot be predicted and are unpreventable and unavoidable
                                         by the affected Party, which directly or indirectly causes the failure of either Party
                                         to perform or completely perform this Agreement, then the Party affected by such Force
                                         Majeure shall give the other Party written notices without any delay, and shall provide
                                         details of such event within 15 days after sending out such notice, explaining the reasons
                                         for such failure of, partial or delay of performance.



 


		8.2	If such Party claiming Force Majeure
                                         fails to notify the other Party and furnish it with proof pursuant to the above provision,
                                         such Party shall not be excused from the non-performance of its obligations hereunder.
                                         The Party so affected by the event of Force Majeure shall use reasonable efforts to minimize
                                         the consequences of such Force Majeure and to promptly resume performance hereunder whenever
                                         the causes of such excuse are cured. Should the Party so affected by the event of Force
                                         Majeure fail to resume performance hereunder when the causes of such excuse are cured,
                                         such Party shall be liable to the other Party.



 


		8.3	In the event of Force Majeure,
                                         the Parties shall immediately consult with each other to find an equitable solution and
                                         shall use all reasonable endeavours to minimize the consequences of such Force Majeure.



 


		9.	Notices



 


		9.1	All notices and other communications
                                         required or permitted to be given pursuant to this Agreement shall be delivered personally
                                         or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile
                                         transmission to the address of such Party set forth below. A confirmation copy of each
                                         notice shall also be sent by email. The dates on which notices shall be deemed to have
                                         been effectively given shall be determined as follows:



 




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		9.1.1	Notices given by personal delivery,
                                         by courier service or by registered mail, postage prepaid, shall be deemed effectively
                                         given on the date of receipt or refusal at the address specified for notices.



 


		9.1.2	Notices given by facsimile transmission
                                         shall be deemed effectively given on the date of successful transmission (as evidenced
                                         by an automatically generated confirmation of transmission).






 


		9.2	For the purpose of notices, the
                                         addresses of the Parties are as follows:



 





	 	Party A:	Beijing 58 Daojia Information Technology Co., Ltd. 
	 	 	 
	 	Address:	Tower E, North America International Business Center, #Yi108, Beiyuan Road, Chaoyang District, Beijing
	 	Attn:	Jinbo Yao
	 	Phone:	+8610 64435588-8888
	 	Facsimile:	+8610-64459926
	 	 	 
	 	Party B:	Tianjin 58 Daojia Home Services Co., Ltd. 
	 	 	 
	 	Address:	Tower E, North America International Business Center, #Yi108, Beiyuan Road, Chaoyang District, Beijing
	 	Attn:	Jinbo Yao
	 	Phone:  	+8610 64435588-8888
	 	Facsimile:	+8610-64459926




 





		9.3	Any Party may at any time change
                                         its address for notices by a notice delivered to the other Party in accordance with the
                                         terms hereof.



  


		10.	Assignment



 


		10.1	Without Party A’s prior
                                         written consent, Party B shall not assign its rights and obligations under this Agreement
                                         to any third party.



 


		10.2	Party B agrees that Party A may
                                         assign its obligations and rights under this Agreement to any third party and in case
                                         of such assignment, Party A is only required to give written notice to Party B and does
                                         not need any consent from Party B for such assignment.



 






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		11.	Severability









 


In the event
that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance
with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not
be affected or compromised in any aspect. The Parties shall negotiate in good faith to replace such invalid, illegal or unenforceable
provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties,
and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal
or unenforceable provisions.


 


		12.	Amendments
                                         and Supplements



 


Any amendments
and supplements to this Agreement shall be in writing. The amendment agreements and supplementary agreements that have been signed
by the Parties and relate to this Agreement shall be an integral part of this Agreement and shall have the same legal validity
as this Agreement.


 


		13.	Language
                                         and Counterparts



 


This Agreement
is written in Chinese language in two copies, each Party having one copy. The Chinese version and English version shall have equal
legal validity.





 


The Remainder
of this page is intentionally left blank


 




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IN WITNESS WHEREOF, the Parties have caused
their authorized representatives to execute this Exclusive Business Cooperation Agreement as of the date first above written.


 





	Party A:	Beijing 58 Daojia Information Technology Co., Ltd.
	 	 	 
	By:	 /s/ Jinbo Yao	 
	Name:	Jinbo Yao	 
	Title:	Legal Representative	 
	 	 	 
	Party B:	Tianjin 58 Daojia Home Services Co., Ltd. 
	 	 	 
	By:	 /s/ Jinbo Yao	 
	Name:	Jinbo Yao	 
	Title:	Legal Representative	 










 




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