0001144204-14-008939.txt : 20140214 0001144204-14-008939.hdr.sgml : 20140214 20140214080824 ACCESSION NUMBER: 0001144204-14-008939 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140214 DATE AS OF CHANGE: 20140214 GROUP MEMBERS: SAIF II GP CAPITAL LTD. GROUP MEMBERS: SAIF II GP L.P. GROUP MEMBERS: SAIF PARTNERS II L.P. GROUP MEMBERS: SB ASIA INVESTMENT FUND II L.P. 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: 14610567 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: Yan Andrew Y CENTRAL INDEX KEY: 0001305509 FILING VALUES: FORM TYPE: SC 13G MAIL ADDRESS: STREET 1: C/O INTELLIGROUP, INC STREET 2: 499 THORNALL STREET, 11TH FLOOR CITY: EDISON STATE: NJ ZIP: 08837 SC 13G 1 v368507_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

Andrew Y. Yan

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨

(b)  ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Hong Kong

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

SOLE VOTING POWER

 

27,028,5721 ordinary shares. See Item 4.

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

27,028,5721 ordinary shares. See Item 4.

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

27,028,5721 ordinary shares

10

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

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

17.0%.2 The voting power of the shares beneficially owned represent 20.1% of the total outstanding voting power.

12

TYPE OF REPORTING PERSON

 

IN

 

1 Consists of 27,028,572 Class B ordinary shares directly held by SB Asia Investment Fund II L.P., representing 20.5% of the total outstanding Class B ordinary shares of the Issuer. 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 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 20.1% of the total outstanding voting power.

 

 
 

 

1

NAMES OF REPORTING PERSONS

SAIF II GP Capital Ltd.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨

(b)  ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

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

SOLE VOTING POWER

 

27,028,5721 ordinary shares. See Item 4.

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

27,028,5721 ordinary shares. See Item 4.

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

27,028,5721 ordinary shares

10

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

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

17.0%.2 The voting power of the shares beneficially owned represent 20.1% of the total outstanding voting power.

12

TYPE OF REPORTING PERSON

 

CO

 

1 Consists of 27,028,572 Class B ordinary shares directly held by SB Asia Investment Fund II L.P., representing 20.5% of the total outstanding Class B ordinary shares of the Issuer. 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 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 20.1% of the total outstanding voting power.

 

 
 

 

1

NAMES OF REPORTING PERSONS

SAIF Partners II L.P.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨

(b)  ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

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

SOLE VOTING POWER

 

27,028,5721 ordinary shares. See Item 4.

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

27,028,5721 ordinary shares. See Item 4.

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

27,028,5721 ordinary shares

10

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

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

17.0%.2 The voting power of the shares beneficially owned represent 20.1% of the total outstanding voting power.

12

TYPE OF REPORTING PERSON

 

PN

 

1 Consists of 27,028,572 Class B ordinary shares directly held by SB Asia Investment Fund II L.P., representing 20.5% of the total outstanding Class B ordinary shares of the Issuer. 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 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 20.1% of the total outstanding voting power.

 

 
 

 

1

NAMES OF REPORTING PERSONS

SAIF II GP L.P.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨

(b)  ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

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

SOLE VOTING POWER

 

27,028,5721 ordinary shares. See Item 4.

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

27,028,5721 ordinary shares. See Item 4.

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

27,028,5721 ordinary shares

10

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

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

17.0%.2 The voting power of the shares beneficially owned represent 20.1% of the total outstanding voting power.

12

TYPE OF REPORTING PERSON

 

PN

 

1 Consists of 27,028,572 Class B ordinary shares directly held by SB Asia Investment Fund II L.P. 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 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 20.1% of the total outstanding voting power.

 

 
 

 

1

NAMES OF REPORTING PERSONS

SB Asia Investment Fund II L.P.

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

(a)  ¨

(b)  ¨

3

SEC USE ONLY

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Cayman Islands

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

SOLE VOTING POWER

 

27,028,5721 ordinary shares. See Item 4.

6

SHARED VOTING POWER

 

0

7

SOLE DISPOSITIVE POWER

 

27,028,5721 ordinary shares. See Item 4.

8

SHARED DISPOSITIVE POWER

 

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

27,028,5721 ordinary shares

10

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

 

¨

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

17.0%.2 The voting power of the shares beneficially owned represent 20.1% of the total outstanding voting power.

12

TYPE OF REPORTING PERSON

 

PN

 

1 Consists of 27,028,572 Class B ordinary shares directly held by SB Asia Investment Fund II L.P., representing 20.5% of the total outstanding Class B ordinary shares of the Issuer. 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 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 20.1% of the total outstanding voting power.

 

 
 

 

ITEM 1(a).NAME OF ISSUER:

 

58.com Inc.

 

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:

 

Andrew Y. Yan

SAIF II GP Capital Ltd.

SAIF Partners II L.P.

SAIF II GP L.P.

SB Asia Investment Fund II L.P.

 

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

 

Andrew Y. Yan

Suites 2516-2520

2 Pacific Place

88 Queensway

Hong Kong

 

SAIF II GP Capital Ltd.

c/o M&C Corporate Services Limited

P.O. Box 309GT

Ugland House, South Church Street

George Town, Grand Cayman

Cayman Islands

 

SAIF Partners II L.P.

c/o M&C Corporate Services Limited

P.O. Box 309GT

Ugland House, South Church Street

George Town, Grand Cayman

Cayman Islands

 

SAIF II GP L.P.

c/o M&C Corporate Services Limited

P.O. Box 309GT

Ugland House, South Church Street

George Town, Grand Cayman

Cayman Islands

 

SB Asia Investment Fund II L.P.

c/o M&C Corporate Services Limited

P.O. Box 309GT

Ugland House, South Church Street

George Town, Grand Cayman

Cayman Islands

 

 
 

 

ITEM 2(c).CITIZENSHIP:

 

Andrew Y. Yan – Hong Kong

SAIF II GP Capital Ltd. – Cayman Islands

SAIF Partners II L.P. – Cayman Islands

SAIF II GP L.P. – Cayman Islands

SB Asia Investment Fund II L.P. – Cayman 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:
 
Andrew Y. Yan   27,028,572    17.0%   27,028,572    0    27,028,572    0 
SAIF II GP Capital Ltd.   27,028,572    17.0%   27,028,572    0    27,028,572    0 
SAIF Partners II L.P.   27,028,572    17.0%   27,028,572    0    27,028,572    0 
SAIF II GP L.P.   27,028,572    17.0%   27,028,572    0    27,028,572    0 
SB Asia Investment Fund II L.P.   27,028,572    17.0%   27,028,572    0    27,028,572    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 27,028,572 ordinary shares of the Issuer beneficially owned by Mr. Andrew Y. Yan comprise the 27,028,572 Class B ordinary shares directly held by SB Asia Investment Fund II L.P. Mr. Yan is the sole shareholder of SAIF II GP Capital Ltd., the sole general partner of SAIF Partners II L.P., which is the sole general partner of SAIF II GP L.P., which is in turn the sole general partner of SB Asia Investment Fund II L.P. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, Mr. Yan may be deemed to beneficially own all of the ordinary shares of the Issuer held by SB Asia Investment Fund II L.P.

 

 
 

 

The 27,028,572 ordinary shares of the Issuer beneficially owned by SAIF II GP Capital Ltd. comprise the 27,028,572 Class B ordinary shares directly held by SB Asia Investment Fund II L.P. SAIF II GP Capital Ltd. is the sole general partner of SAIF Partners II L.P., which is the sole general partner of SAIF II GP L.P., which is in turn the sole general partner of SB Asia Investment Fund II L.P. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, SAIF II GP Capital Ltd. may be deemed to beneficially own all of the ordinary shares of the Issuer held by SB Asia Investment Fund II L.P.

 

The 27,028,572 ordinary shares of the Issuer beneficially owned by SAIF Partners II L.P. comprise the 27,028,572 Class B ordinary shares directly held by SB Asia Investment Fund II L.P. SAIF Partners II L.P. is the sole general partner of SAIF II GP L.P., which is in turn the sole general partner of SB Asia Investment Fund II L.P. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, SAIF Partners II L.P. may be deemed to beneficially own all of the ordinary shares of the Issuer held by SB Asia Investment Fund II L.P.

 

The 27,028,572 ordinary shares of the Issuer beneficially owned by SAIF Partners II GP L.P. comprise the 27,028,572 Class B ordinary shares directly held by SB Asia Investment Fund II L.P. SAIF Partners II GP L.P. is the sole general partner of SB Asia Investment Fund II L.P. Pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder, SAIF Partners II GP L.P. may be deemed to beneficially own all of the ordinary shares of the Issuer held by SB Asia Investment Fund II L.P.

 

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 GOUP

 

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

 

Andrew Y. Yan   /s/ Andrew Y. Yan
    Andrew Y. Yan
     
SAIF II GP Capital Ltd. By: /s/ Andrew Y. Yan
  Name: Andrew Y. Yan
  Title: Director of SAIF II GP Capital Ltd.
     
SAIF Partners II L.P. By: /s/ Andrew Y. Yan
  Name: Andrew Y. Yan
  Title: Director of SAIF II GP Capital Ltd., which is the sole
general partner of SAIF Partners II L.P.
     
SAIF II GP L.P. By: /s/ Andrew Y. Yan
  Name: Andrew Y. Yan
  Title: Director of SAIF II GP Capital Ltd., which is the sole
general partner of SAIF Partners II L.P., which is the sole
general partner of SAIF II GP L.P.
     
SB Asia Investment Fund II L.P. By: /s/ Andrew Y. Yan
  Name: Andrew Y. Yan
  Title: Director of SAIF II GP Capital Ltd., which is the sole
general partner of SAIF Partners II L.P., which is the sole
general partner of SAIF II GP L.P., which is the sole general
partner of SB Asia Investment Fund II L.P.

 

 
 

 

LIST OF EXHIBITS

 

Exhibit No.   Description
     
99.1   Joint Filing Agreement

 

 

 

EX-99.1 2 v368507_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.

 

Andrew Y. Yan   /s/ Andrew Y. Yan
    Andrew Y. Yan
     
SAIF II GP Capital Ltd. By: /s/ Andrew Y. Yan
  Name: Andrew Y. Yan
  Title: Director of SAIF II GP Capital Ltd.
     
SAIF Partners II L.P. By: /s/ Andrew Y. Yan
  Name: Andrew Y. Yan
  Title: Director of SAIF II GP Capital Ltd., which is the sole general partner of SAIF Partners II L.P.
     
SAIF II GP L.P. By: /s/ Andrew Y. Yan
  Name: Andrew Y. Yan
  Title: Director of SAIF II GP Capital Ltd., which is the sole general partner of SAIF Partners II L.P., which is the sole general partner of SAIF II GP L.P.
     
SB Asia Investment Fund II L.P. By: /s/ Andrew Y. Yan
  Name: Andrew Y. Yan
  Title: Director of SAIF II GP Capital Ltd., which is the sole general partner of SAIF Partners II L.P., which is the sole general partner of SAIF II GP L.P., which is the sole general partner of SB Asia Investment Fund II L.P.