0001144204-14-008937.txt : 20140214 0001144204-14-008937.hdr.sgml : 20140214 20140214080506 ACCESSION NUMBER: 0001144204-14-008937 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 GROUP MEMBERS: CREDIT SUISSE TRUST LTD AS TRUSTEE OF THE XINYI TRUST GROUP MEMBERS: NIHAO CHINA CORP GROUP MEMBERS: XINYI 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 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-87683 FILM NUMBER: 14610560 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: Yao Jinbo CENTRAL INDEX KEY: 0001510922 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: XUEDA EDUCATION GROUP A-4 XIBAHE BEILI STREET 2: CHAOYANG DISTRICT CITY: BEIJING STATE: F4 ZIP: 100028 SC 13G 1 v368505_sc13g.htm SCHEDULE 13G

  

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 
SCHEDULE 13G
 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 
58.com Inc.
(Name of Issuer)
 
Ordinary shares
(Title of Class of Securities)
 
G34136 104
(CUSIP Number)
 
December 31, 2013
(Date of Event Which Requires Filing of this Statement)
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
¨ Rule 13d-1(b)
 
¨ Rule 13d-1(c)
 
þ Rule 13d-1(d)
 
* 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 the disclosures provided in a prior cover page.
 
The information required in 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 (“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).

  

 

 

 
 

 

1

NAMES OF REPORTING PERSONS

Jinbo Yao

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨

(b)  ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

People’s Republic of China

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5

SOLE VOTING POWER

 

36,833,7081 ordinary shares. See Item 4.

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

29,418,6402 ordinary shares. See Item 4.

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

36,833,7081 ordinary shares

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

23.2%.3 The voting power of the shares beneficially owned represent 27.4% of the total outstanding voting power.

12

TYPE OF REPORTING PERSON

 

IN

 

1 Consists of 29,418,640 Class B ordinary shares held by Nihao China Corporation and 7,415,068 Class B ordinary shares beneficially owned by certain of the Issuer’s executive officers and employees who acquired the ownership of these shares pursuant to the Issuer’s employee stock option plan and who authorize Mr. Yao to vote these shares on their behalf under power of attorney. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B ordinary share is entitled to ten votes per share, whereas each Class A ordinary share is entitled to one vote per share.

 

2 Consists of 29,418,640 Class B ordinary shares held by Nihao China Corporation, representing 22.3% of the total outstanding Class B ordinary shares of the Issuer. Each Class B ordinary share is convertible at the option of the holder at any time into one Class A ordinary share. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B ordinary share is entitled to ten votes per share, whereas each Class A ordinary share is entitled to one vote per share.

 

3 Based on 158,876,693 outstanding ordinary shares as a single class, being the sum of 27,064,706 Class A ordinary shares and 131,811,987 Class B ordinary shares outstanding as of December 31, 2013 and assumes conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the shares beneficially owned represent 27.4% of the total outstanding voting power.

 

 
 

 

1

NAMES OF REPORTING PERSONS

Credit Suisse Trust Limited as Trustee of The Xinyi Trust

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨

(b)  ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Singapore

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5

SOLE VOTING POWER

 

29,418,6404 ordinary shares. See Item 4.

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

29,418,6404 ordinary shares. See Item 4.

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

29,418,6404 ordinary shares

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

18.5%.5 The voting power of the shares beneficially owned represent 21.9% of the total outstanding voting power.

12

TYPE OF REPORTING PERSON

 

OO

 

4 Consists of 29,418,640 Class B ordinary shares, representing 22.3% of the total outstanding Class B ordinary shares of the Issuer. Each Class B ordinary share is convertible at the option of the holder at any time into one Class A ordinary share. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B ordinary share is entitled to ten votes per share, whereas each Class A ordinary share is entitled to one vote per share.

 

5 Based on 158,876,693 outstanding ordinary shares as a single class, being the sum of 27,064,706 Class A ordinary shares and 131,811,987 Class B ordinary shares outstanding as of December 31, 2013 and assumes conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the shares beneficially owned represent 21.9% of the total outstanding voting power.

 

 
 

 

1

NAMES OF REPORTING PERSONS

Xinyi Limited

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨

(b)  ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Bahamas

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5

SOLE VOTING POWER

 

29,418,6404 ordinary shares. See Item 4.

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

29,418,6404 ordinary shares. See Item 4.

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

29,418,6404 ordinary shares

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

18.5%.5 The voting power of the shares beneficially owned represent 21.9% of the total outstanding voting power.

12

TYPE OF REPORTING PERSON

 

CO

 

4 Consists of 29,418,640 Class B ordinary shares, representing 22.3% of the total outstanding Class B ordinary shares of the Issuer. Each Class B ordinary share is convertible at the option of the holder at any time into one Class A ordinary share. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B ordinary share is entitled to ten votes per share, whereas each Class A ordinary share is entitled to one vote per share.

 

5 Based on 158,876,693 outstanding ordinary shares as a single class, being the sum of 27,064,706 Class A ordinary shares and 131,811,987 Class B ordinary shares outstanding as of December 31, 2013 and assumes conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the shares beneficially owned represent 21.9% of the total outstanding voting power.

 

 
 

 

1

NAMES OF REPORTING PERSONS

Nihao China Corporation

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨

(b)  ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: 5

SOLE VOTING POWER

 

29,418,6404 ordinary shares. See Item 4.

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

29,418,6404 ordinary shares. See Item 4.

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

29,418,6404 ordinary shares

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

18.5%.5 The voting power of the shares beneficially owned represent 21.9% of the total outstanding voting power.

12

TYPE OF REPORTING PERSON

 

CO

 

4 Consists of 29,418,640 Class B ordinary shares, representing 22.3% of the total outstanding Class B ordinary shares of the Issuer. Each Class B ordinary share is convertible at the option of the holder at any time into one Class A ordinary share. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to conversion rights (noted above) and voting rights. Each Class B ordinary share is entitled to ten votes per share, whereas each Class A ordinary share is entitled to one vote per share.

 

5 Based on 158,876,693 outstanding ordinary shares as a single class, being the sum of 27,064,706 Class A ordinary shares and 131,811,987 Class B ordinary shares outstanding as of December 31, 2013 and assumes conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the shares beneficially owned represent 21.9% of the total outstanding voting power.

 

 
 

 

ITEM 1(a).NAME OF ISSUER:

 

58.com Inc. (the “Issuer”)

 

ITEM 1(b).ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:

 

Block E, the North American International Business Center

Yi 108 Beiyuan Road, Chaoyang District

Beijing 100101, People's Republic of China

 

ITEM 2(a).NAME OF PERSON FILING:

 

Jinbo Yao

Credit Suisse Trust Limited as Trustee of The Xinyi Trust

Xinyi Limited

Nihao China Corporation

 

ITEM 2(b).ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:

 

Jinbo Yao

c/o Block E, the North American International Business Center

Yi 108 Beiyuan Road, Chaoyang District

Beijing 100101

People's Republic of China

 

Xinyi Limited

The Bahamas Financial Centre,

Shirley and Charlotte Streets

P.O. Box N-3023, Nassau, Bahamas

 

Credit Suisse Trust Limited

1 Raffles Link #05-02

Singapore 039393

 

Nihao China Corporation

Trinity Chambers P.O. Box 4301

Road Town, Tortola

British Virgin Islands

 

ITEM 2(c).CITIZENSHIP:

 

Jinbo Yao – People’s Republic of China

Xinyi Limited – Bahamas

Credit Suisse Trust Limited – Singapore

Nihao China Corporation – British Virgin Islands

 

ITEM 2(d).TITLE OF CLASS OF SECURITIES:

 

Ordinary shares of par value of $0.00001 per share

 

The Issuer’s ordinary shares consist of Class A ordinary shares and Class B ordinary shares. The rights of the holders of Class A ordinary shares and Class B ordinary shares are identical, except with respect to conversion rights and voting rights. Each Class B ordinary share is convertible at the option of the holder at any time into one Class A ordinary share. Each Class B ordinary share is entitled to ten votes per share, whereas each Class A ordinary share is entitled to one vote per share.

 

 
 

 

ITEM 2(e).CUSIP NO.:

 

G34136 104

 

ITEM 3.Not Applicable

 

ITEM 4.OWNERSHIP

 

The following information with respect to the ownership of the ordinary shares of par value of $0.00001 per share of 58.com Inc. (the “Issuer”) by each of the reporting persons is provided as of December 31, 2013:

 

Reporting Person  Amount
beneficially
owned:		   Percent
of class:		   Sole power to
vote or direct
the vote:		   Shared power
to vote or to
direct the
vote:		   Sole power to
dispose or to
direct the
disposition of:		   Shared power
to dispose or
to direct the
disposition of:		 
Jinbo Yao   36,833,708    23.2%   36,833,708    0    29,418,640    0 
Credit Suisse Trust Limited as trustee of The Xinyi Trust   29,418,640    18.5%   29,418,640    0    29,418,640    0 
Xinyi Limited   29,418,640    18.5%   29,418,640    0    29,418,640    0 
Nihao China Corporation   29,418,640    18.5%   29,418,640    0    29,418,640    0 

 

The above table includes collectively those Class A Ordinary Shares and Class B Ordinary Shares held by each reporting person, and assumes conversion of all Class B Ordinary Shares into the same number of Class A Ordinary Shares.

 

The 36,833,708 ordinary shares of the Issuer beneficially owned by Mr. Jinbo Yao comprise the following: (i) 29,418,640 Class B ordinary shares directly held by Nihao China Corporation and (ii) an aggregate of 7,415,068 Class B ordinary shares beneficially owned by certain of the Issuer’s executive officers and employees who acquired the ownership of these shares pursuant to the Issuer’s employee stock option plan and who authorize Mr. Yao to vote these shares on their behalf under power of attorney.

 

Nihao China Corporation, a British Virgin Islands company, directly holds 29,418,640 Class B ordinary shares of the Issuer. Nihao China Corporation is 100% beneficially owned by Xinyi Limited, which in turn is wholly owned by Credit Suisse Trust Limited as trustee of The Xinyi Trust with Mr. Jinbo Yao as settlor and Mr. Jinbo Yao and his family members as beneficiaries. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Jinbo Yao, Xinyi Limited and Credit Suisse Trust Limited as the trustee of The Xinyi Trust may be deemed to beneficially own all of the ordinary shares of the Issuer held by Nihao China Corporation.

 

ITEM 5.OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

 

Not applicable

 

ITEM 6.OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

 

Not applicable

 

ITEM 7.IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON

 

Not applicable

 

 
 

 

ITEM 8.IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

 

Not applicable

 

ITEM 9.NOTICE OF DISSOLUTION OF GROUP

 

Not applicable

 

ITEM 10.CERTIFICATIONS

 

Not applicable

 

 
 

 

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.

 

Dated: February 14, 2014

 

Jinbo Yao /s/ Jinbo Yao
  Jinbo Yao
     
Xinyi Limited By: /s/ Valerie Wong & Dominik Birri
    Name: Valerie Wong & Dominik Birri
    Title:  Authorized Signatories
    For and on behalf of Bakit Merah Limited
    as Corporate Director
     
Credit Suisse Trust Limited as Trustee of By: /s/ Valerie Wong & Dominik Birri
The Xinyi Trust   Name: Valerie Wong & Dominik Birri
    Title:  Authorized Signatories
    For and on behalf of Credit Suisse Trust Limited
     
Nihao China Corporation By: /s/ Jinbo Yao
    Name: Jinbo Yao
    Title:  Director

 

 
 

 

LIST OF EXHIBITS

 

Exhibit No.   Description
     
99.1   Joint Filing Agreement

 

 

 

 EX-99.1 2 v368505_ex99-1.htm JOINT FILING AGREEMENT

 

Exhibit 99.1

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the Schedule 13G referred to below) on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the ordinary shares, par value of $0.00001 per share, of 58.com Inc., a Cayman Islands exempted company, and that this Agreement may be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

[Signature page to follow]

 

 
 

 

Signature Page

 

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 14, 2014.

 

Jinbo Yao /s/ Jinbo Yao
  Jinbo Yao
   
Xinyi Limited By: /s/ Valerie Wong & Dominik Birri
    Name: Valerie Wong & Dominik Birri
    Title:  Authorized Signatories
    For and on behalf of Bakit Merah Limited
    as Corporate Director
     
Credit Suisse Trust Limited as Trustee of By: /s/ Valerie Wong & Dominik Birri
The Xinyi Trust   Name: Valerie Wong & Dominik Birri
    Title:  Authorized Signatories
    For and on behalf of Credit Suisse Trust Limited
     
Nihao China Corporation By: /s/ Jinbo Yao
    Name: Jinbo Yao
    Title:  Director