0000950103-14-006630.txt : 20140926 0000950103-14-006630.hdr.sgml : 20140926 20140925173111 ACCESSION NUMBER: 0000950103-14-006630 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140926 DATE AS OF CHANGE: 20140925 GROUP MEMBERS: OHIO RIVER INVESTMENT LTD GROUP MEMBERS: THL E LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: 58.com Inc. CENTRAL INDEX KEY: 0001525494 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING, DATA PROCESSING, ETC. [7370] IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87683 FILM NUMBER: 141121415 BUSINESS ADDRESS: STREET 1: Block E, The North American Bus Center STREET 2: Yi 108 Beiyuan road, Chaoyang District CITY: Beijing STATE: F4 ZIP: 100101 BUSINESS PHONE: (86 10) 5796-08888 MAIL ADDRESS: STREET 1: Block E, The North American Bus Center STREET 2: Yi 108 Beiyuan road, Chaoyang District CITY: Beijing STATE: F4 ZIP: 100101 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Tencent Holdings Ltd CENTRAL INDEX KEY: 0001293451 IRS NUMBER: 000000000 STATE OF INCORPORATION: E9 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ROOM 3506, 35TH FLOOR STREET 2: TOWER 2, LIPPO CENTRE CITY: ADMIRALTY STATE: K3 ZIP: 00000 BUSINESS PHONE: 86-755-86013388 MAIL ADDRESS: STREET 1: ROOM 3506, 35TH FLOOR STREET 2: TOWER 2, LIPPO CENTRE CITY: ADMIRALTY STATE: K3 ZIP: 00000 SC 13D/A 1 dp49639_sc13da.htm FORM SC 13D/A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
 
58.COM INC.
(Name of Issuer)
 
Class A ordinary shares, par value US$0.00001 per share
(Title of Class of Securities)
 
31680Q104**
(CUSIP Number)
 
Tencent Holdings Limited
29/F., Three Pacific Place,
No. 1 Queen’s Road East, Wanchai, Hong Kong
Telephone: +852 3148 5100
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
 
September 22, 2014
(Date of Event which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box.  o
 
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
**This CUSIP number applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing two Class A ordinary shares, par value $0.00001 per share. No CUSIP has been assigned to the ordinary shares.
 
 
 
 
 
CUSIP No.
 
 
31680Q104
1.
NAMES OF REPORTING PERSONS
 
Ohio River Investment Limited
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
3.
SEC USE ONLY
 
 
4.
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
AF
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
SOLE VOTING POWER
 
None
8.
 
SHARED VOTING POWER
 
42,282,992*
9.
 
SOLE DISPOSITIVE POWER
 
None
10.
 
SHARED DISPOSITIVE POWER
 
42,282,992*
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
42,282,992*
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
48.56%*
14.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO

* Such amount consists of 22,083,000 Class A ordinary shares and 14,722,000 Class B ordinary shares directly held by Ohio River Investment Limited, and 2,738,996 American Depositary Shares, representing 5,477,992 Class A ordinary shares, directly held by THL E Limited. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 13 is calculated based upon 72,347,942 Class A ordinary shares outstanding as of June 30, 2014 as communicated by the Issuer to the Reporting Persons on June 30, 2014, which includes the 22,083,000 Class A ordinary shares directly held by Ohio River Investment Limited and 2,738,996  American Depositary Shares, representing 5,477,992 Class A ordinary shares, directly held by THL E Limited, plus 14,722,000 Class B ordinary shares directly held by Ohio River Investment Limited (assuming conversion of the 14,722,000 Class B ordinary shares into 14,722,000 Class A ordinary shares).  If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer’s outstanding Class A and B ordinary shares, such percentage would be 24.09%.
 
 
 
Page 2
 
 
 
CUSIP No.
 
 
31680Q104
1.
NAMES OF REPORTING PERSONS
 
Tencent Holdings Limited
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
3.
SEC USE ONLY
 
 
4.
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
AF
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
SOLE VOTING POWER
 
0
8.
 
SHARED VOTING POWER
 
42,282,992*
9.
 
SOLE DISPOSITIVE POWER
 
0
10.
 
SHARED DISPOSITIVE POWER
 
42,282,992*
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
42,282,992*
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
48.56%*
14.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO

* Such amount consists of 22,083,000 Class A ordinary shares and 14,722,000 Class B ordinary shares directly held by Ohio River Investment Limited, and 2,738,996 American Depositary Shares, representing 5,477,992 Class A ordinary shares, directly held by THL E Limited. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 13 is calculated based upon 72,347,942 Class A ordinary shares outstanding as of June 30, 2014 as communicated by the Issuer to the Reporting Persons on June 30, 2014, which includes the 22,083,000 Class A ordinary shares directly held by Ohio River Investment Limited and 2,738,996 American Depositary Shares, representing 5,477,992 Class A ordinary shares, directly held by THL E Limited, plus 14,722,000 Class B ordinary shares directly held by Ohio River Investment Limited (assuming conversion of the 14,722,000 Class B ordinary shares into 14,722,000 Class A ordinary shares).  If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer’s outstanding Class A and B ordinary shares, such percentage would be 24.09%.
 
 
 
Page 3
 
 
 
 
 
CUSIP No.
31680Q104
 
 
1.
NAMES OF REPORTING PERSONS
 
THL E Limited
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) o
3.
SEC USE ONLY
 
4.
SOURCE OF FUNDS (SEE INSTRUCTIONS)
 
AF
5.
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
 
o
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
British Virgin Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7.
SOLE VOTING POWER
 
0
8.
SHARED VOTING POWER
 
42,282,992*
9.
SOLE DISPOSITIVE POWER
 
0
10.
SHARED DISPOSITIVE POWER
 
42,282,992*
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
42,282,992*
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
o
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
48.56%*
14.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO

* Such amount consists of 22,083,000 Class A ordinary shares and 14,722,000 Class B ordinary shares directly held by Ohio River Investment Limited, and 2,738,996 American Depositary Shares, representing 5,477,992 Class A ordinary shares, directly held by THL E Limited. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 13 is calculated based upon 72,347,942 Class A ordinary shares outstanding as of June 30, 2014 as communicated by the Issuer to the Reporting Persons on June 30, 2014, which includes the 22,083,000 Class A ordinary shares directly held by Ohio River Investment Limited and 2,738,996 American Depositary Shares, representing 5,477,992 Class A ordinary shares, directly held by THL E Limited, plus 14,722,000 Class B ordinary shares directly held by Ohio River Investment Limited (assuming conversion of the 14,722,000 Class B ordinary shares into 14,722,000 Class A ordinary shares).  If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer’s outstanding Class A and B ordinary shares, such percentage would be 24.09%.
 
 
 
 
Page 4
 
 
 
This Amendment No. 1 to Schedule 13D (this “Amendment No. 1”) amends and supplements the Schedule 13D filed on July 10, 2014 (the “Original Schedule 13D” and, together with this Amendment No. 1, the “Statement”), and is being filed on behalf of Tencent Holdings Limited, a Cayman Islands company (“Tencent”), Ohio River Investment Limited, a British Virgin Islands company and a direct wholly owned subsidiary of Tencent (“Ohio River”), and THL E Limited, a British Virgin Islands company and a direct wholly owned subsidiary of Tencent (“THL”, together with Tencent and Ohio River, the “Reporting Persons”) in respect of the Class A ordinary shares, par value US$0.00001 per share (the “Class A Shares”) of 58.com Inc., a company incorporated under the laws of the Cayman Islands (the “Issuer”).

This Amendment No. 1 is being filed by the Reporting Persons to report changes to the beneficial ownership as a result of certain open market purchases of the Issuer’s American Depositary Shares (the “ADSs”), each representing two Class A Shares, by THL (the “Open Market Purchases”).

Unless otherwise stated herein, the Original Schedule 13D remains in full force and effect. All capitalized terms used in this Amendment No. 1 but not defined herein shall have the meanings ascribed thereto in the Original Schedule 13D.
 
Item 1.  Security and Issuer

The second paragraph of Item 1 of the Statement is hereby amended and restated in its entirety as follows:
 
The Issuer’s American Depositary Shares (the “ADSs”), evidenced by American Depositary Receipts, each representing two Class A Shares, are listed on the New York Stock Exchange under the symbol “WUBA.”
 
Item 2.  Identity and Background

Item 2 of the Statement (including Appendix A attached thereto) is hereby amended and restated in its entirety as follows:
 
(a) – (c), (f)  This Statement is being filed by:
 
(i)  Tencent Holdings Limited, a Cayman Islands company (“Tencent”);
 
(ii)  Ohio River Investment Limited, a British Virgin Islands company and a direct wholly owned subsidiary of Tencent (“Ohio River”); and
 
(iii)  THL E Limited, a British Virgin Islands company and a direct wholly owned subsidiary of Tencent (“THL”).
 
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  Each of the Reporting Persons is party to that certain Joint Filing Agreement filed herewith as Exhibit 1.  Accordingly, the Reporting Persons are hereby jointly filing the Statement.
 
The address of Tencent’s principal office is Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands.  The address of Ohio River’s principal office is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.  The address of THL’s principal office is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands.  Each of Ohio River and THL is a direct wholly owned subsidiary of Tencent and is principally engaged in the business of holding securities in portfolio companies in which Tencent invests.
 
 
Page 5
 
 
Tencent is an internet service portal in China providing value-added internet, mobile and telecom services and online advertising and has been listed on the main board of the Hong Kong Stock Exchange since June 16, 2004 (SEHK 700).
 
Attached hereto as Appendix A, and incorporated herein by reference, is information concerning each executive officer and director of Tencent, Ohio River and THL, which is required to be disclosed in response to Item 2 and General Instruction C to Schedule 13D.
 
(d)-(e)  None of the Reporting Persons nor any of the persons or entities referred to in Appendix A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.  Source and Amount of Funds or Other Consideration

Item 3 of the Statement is hereby amended and supplemented by inserting the following at the end thereof:

Between September 22, 2014 and September 25, 2014 (both dates inclusive), THL purchased an aggregate of 2,738,996 ADSs, representing 5,477,992 Class A Shares, in the Open Market Purchases. THL used funds from an affiliate, which is a wholly owned subsidiary of Tencent, to pay for the Open Market Purchases.

Item 4.  Purpose of Transaction 

The first two paragraphs of Item 4 of the Statement are hereby amended and restated in its entirety as follows:

As described in Item 3 above and Item 6 below, which descriptions are incorporated herein by reference in response to this Item 4, this Statement is being filed in connection with the acquisition of the Securities by Ohio River pursuant to the Investment Agreement, and the subsequent Open Market Purchases by THL. As a result of the transactions described in this Statement, the Reporting Persons acquired approximately 48.56% of the total Class A Shares outstanding on June 30, 2014 and received the right to appoint one director on the board of directors of the Issuer.

The Reporting Persons acquired the Securities for investment purposes and in connection with the transactions contemplated under the Investment Agreement.  The Open Market Purchases were also made for investment purposes.  Consistent with such purposes, and subject to the limitations, rules and requirements under applicable law, limitations under the memorandum and articles of association of the Issuer, as well as any restrictions under the transaction documents described under Item 6 below, the Reporting Persons may engage in communications with, without limitation, management of the Issuer, one or more members of the board of directors of the Issuer, other shareholders of the Issuer and other relevant parties, and may make suggestions, concerning the business, assets, capitalization, financial condition, operations, governance, management, prospects, strategy, strategic transactions, financing strategies and alternatives, and future plans of the Issuer, and such other matters as the Reporting Persons may deem relevant to their investment in the Issuer, which communications and suggestions may include proposing or considering one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.

 
Page 6
 
 
Item 5.  Interest in Securities of the Issuer

Items 5(a), (b) and (c) of the Statement are hereby amended and restated in its entirety as follows:

(a) — (b) As of the date of this Statement, each Reporting Person may be deemed to have beneficial ownership and shared power to vote or direct the vote of 27,560,992  Class A Shares and 14,722,000 Class B Shares.

Based on a total of (i) 72,347,942 Class A Shares outstanding as of June 30, 2014, as communicated by the Issuer to the Reporting Persons on June 30, 2014, which includes 22,083,000 Class A Shares newly issued by the Issuer to Ohio River under the Investment Agreement and 2,738,996 ADSs (representing 5,477,992 Class A Shares) acquired by THL in the Open Market Purchases, and (ii) 14,722,000 Class B Shares newly issued by the Issuer to Ohio River under the Investment Agreement (assuming conversion of the 14,722,000 Class B Shares into 14,722,000 Class A Shares), the Reporting Persons beneficially held approximately 48.56% of the total Class A Shares outstanding on June 30, 2014.  Based on a total of 72,347,942 Class A Shares and 103,170,001 Class B Shares outstanding as of June 30, 2014, as communicated by the Issuer to the Reporting Persons on June 30, 2014, each of which respectively include the 22,083,000 Class A Shares and 14,722,000 Class B Shares newly issued by the Issuer to Ohio River under the Investment Agreement (assuming conversion of the 14,722,000 Class B Shares into 14,722,000 Class A Shares), and the 2,738,996 ADSs (representing 5,477,992 Class A Shares) acquired by THL in the Open Market Purchases, the Reporting Persons beneficially held approximately 24.09% of the total Ordinary Shares outstanding on June 30, 2014.  Based on their holdings of Ordinary Shares, the Reporting Persons control approximately 15.83% of the total voting power of the total Ordinary Shares outstanding as described above as of June 30, 2014.  The percentage of voting power was calculated by dividing the voting power beneficially owned by the Reporting Persons by the voting power of all of the Issuer’s holders of Class A Shares and Class B Shares as a single class as at the date of June 30, 2014.  Each holder of Class A Shares is entitled to one vote per share and each holder of Class B Shares is entitled to ten votes per share on all matters submitted to them for a vote.
 
Except as set forth in this Item 5(a) and (b), to the knowledge of the Reporting Persons, no person identified in Appendix A hereto beneficially owns any Shares.
 
(c) Between September 22, 2014 and September 25, 2014 (both dates inclusive), THL purchased an aggregate of 2,738,996 ADSs, representing 5,477,992 Class A Shares, in the Open Market Purchases. Below is a summary of the Open Market Purchases made by THL between September 22, 2014 and September 25, 2014, including the number of ADSs purchased, the average price per ADS purchased and the price range of the ADSs purchased on each day. The Reporting Persons undertake to provide, upon request by the staff of the Securities and Exchange Commission, full information regarding the number of shares purchased at each separate price.
 
Transaction Date
Number of ADSs
Average Price Per ADS
Price Range of ADSs
09/22/2014
678,473
$35.214
$34.780 - $35.779
09/22/2014
155,227
$36.014
$35.780 - $36.400
09/23/2014
452,779
$35.312
$34.795 - $35.794
09/23/2014
335,884
$36.416
$35.795 - $36.794
09/23/2014
131,917
$36.979
$36.795 - $37.000
09/24/2014
55,457
$36.888
$36.215 - $37.214
09/24/2014
225,828
$37.846
$37.215 - $38.000
09/25/2014
 501,687  $37.903
$37.100 - $38.099
09/25/2014
 201,744 $38.488
$38.100 - $39.000
 
Except as described in this Statement, there have been no transactions in the Ordinary Shares by the Reporting Persons during the past 60 days. To the knowledge of the Reporting Persons, there have been no transactions in the Ordinary Shares by any of the persons identified in Appendix A hereto during the past 60 days.
 
 
Page 7
 

 
The information set forth in Item 3 above and in Item 6 is also incorporated herein by reference.
 
Item 7.  Material to be Filed as Exhibits

Exhibit 1:   Joint Filing Agreement, dated September 25, 2014, among Ohio River Investment Limited, Tencent Holdings Limited and THL E Limited
 
 
 
 
Page 8
 
 
SIGNATURE
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date: September 25, 2014
 
 
OHIO RIVER INVESTMENT LIMITED
  
     
     
 
By:
/s/ James Mitchell
  
    Name:
James Mitchell
  
    Title: Authorized Signatory  


 
TENCENT HOLDINGS LIMITED
  
     
     
 
By:
/s/ James Mitchell
  
    Name:
James Mitchell
  
    Title: Chief Strategy Officer  

 
 
THL E LIMITED
  
     
     
 
By:
/s/ James Mitchell
  
    Name:
James Mitchell
  
    Title: Authorized Signatory  

 
 
Page 9
 
 

Appendix A
 
EXECUTIVE OFFICERS AND DIRECTORS OF OHIO RIVER INVESTMENT LIMITED
 
The names of the directors and the names and titles of the executive officers of Ohio River Investment Limited and their principal occupations are set forth below.  The business address of each of the directors or executive officers is c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong.  Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Ohio River Investment Limited.
 
Name
  
 
Citizenship
  
 
Title
Directors:
        
Ma Huateng
  
People’s Republic of China
  
Director
Charles St Leger Searle
  
Republic of South Africa
  
Director
         
Executive officers:
        
N/A
        

 
 
Page 10
 
 
 
EXECUTIVE OFFICERS AND DIRECTORS OF TENCENT HOLDINGS LIMITED
 
The names of the directors and the names and titles of the executive officers of Tencent Holdings Limited and their principal occupations are set forth below.  The business address of each of the directors or executive officers is c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong.  Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to Tencent Holdings Limited.
 
Name
  
 
Citizenship
  
 
Title
Directors:
        
Ma Huateng
  
People’s Republic of China
  
Chairman of the Board
Lau Chi Ping Martin
  
People’s Republic of China
(Hong Kong SAR)
  
Director
Charles St Leger Searle
  
Republic of South Africa
  
Director
Jacobus Petrus Bekker
  
Republic of South Africa
  
Director
Li Dong Sheng
  
People’s Republic of China
  
Director
Iain Ferguson Bruce
  
People’s Republic of China
(Hong Kong SAR)
  
Director
Ian Charles Stone
  
People’s Republic of China
(Hong Kong SAR)
  
Director
         
Executive officers:
        
Ma Huateng
  
People’s Republic of China
  
Chief Executive Officer
Lau Chi Ping Martin
  
People’s Republic of China
(Hong Kong SAR)
  
President
Zhang Zhidong
  
People’s Republic of China
  
Chief Technology Officer
Xu Chenye
  
People’s Republic of China
  
Chief Information Officer
Ren Yuxin
  
People’s Republic of China
  
Chief Operating Officer
James Gordon Mitchell
  
United Kingdom of Great Britain and Northern Ireland
  
Chief Strategy Officer and
Senior Executive Vice President
John Shek Hon Lo
  
People’s Republic of China
(Hong Kong SAR)
  
Senior Vice President and
Chief Financial Officer
 
 
 
Page 11
 

 
EXECUTIVE OFFICERS AND DIRECTORS OF THL E LIMITED
 
The names of the directors and the names and titles of the executive officers of THL E Limited and their principal occupations are set forth below.  The business address of each of the directors or executive officers is c/o Tencent Holdings Limited, 29/F., Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong.  Unless otherwise indicated, each occupation set forth opposite an individual’s name refers to THL E Limited.
 
Name
  
 
Citizenship
  
 
Title
Directors:
        
Ma Huateng
  
People’s Republic of China
  
Director
Charles St Leger Searle
  
Republic of South Africa
  
Director
         
Executive officers:
        
N/A
        

 
Page 12
 EX-99.1 2 dp49639_ex9901.htm EXHIBIT 99.1
Exhibit 1
 
JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) relating to Class A ordinary shares, par value US$0.00001 per share, of 58.com Inc., a company incorporated under the laws of the Cayman Islands. This Joint Filing Agreement shall be included as an Exhibit to such joint filing, and may be executed in any number of counterparts all of which together shall constitute one and the same instrument

In evidence thereof, each of the undersigned, being duly authorized, hereby execute this Joint Filing Agreement.

Date: September 25, 2014
 
 
OHIO RIVER INVESTMENT LIMITED
  
     
     
 
By:
/s/ James Mitchell
  
    Name:
James Mitchell
  
    Title: Authorized Signatory  


 
TENCENT HOLDINGS LIMITED
  
     
     
 
By:
/s/ James Mitchell
  
    Name:
James Mitchell
  
    Title: Chief Strategy Officer  

 
THL E LIMITED
  
     
     
 
By:
/s/ James Mitchell
  
    Name:
James Mitchell
  
    Title: Authorized Signatory