Amended Statement of Ownership (sc 13g/a)
February 09 2017 - 6:12AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
58.com Inc.
(Name of Issuer)
Ordinary shares
(Title of Class of Securities)
G34136 104
(CUSIP Number)
December 31, 2016
(Date of Event Which Requires Filing of
this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
* 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
2,272,960 ordinary shares. See Item 4.
|
6
|
SHARED VOTING POWER
29,418,640 ordinary shares. See Item 4.
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
29,418,640 ordinary shares. See Item 4.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
31,691,600 ordinary shares
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.9%.
1
The voting power of the shares beneficially owned
represent 42.5% of the total outstanding voting power.
|
12
|
TYPE OF REPORTING PERSON
IN
|
1
Based on 289,670,997 outstanding ordinary shares as
a single class, being the sum of 240,930,737 Class A ordinary shares (not including 883,326 Class A ordinary shares issued to the
depositary bank of the Issuer and reserved for future exercise or vesting of equity incentive awards) and 48,740,260 Class B ordinary
shares outstanding as of December 31, 2016 and assumes conversion of all Class B ordinary shares into Class A ordinary shares.
The voting power of the shares beneficially owned represent 42.5% 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
0
|
6
|
SHARED VOTING POWER
29,418,640 ordinary shares. See Item 4.
|
7
|
SOLE DISPOSITIVE POWER
0
|
8
|
SHARED DISPOSITIVE POWER
29,418,640 ordinary shares. See Item 4.
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,418,640 ordinary shares
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.2%.
2
The voting power of the shares beneficially owned
represent 39.4% of the total outstanding voting power.
|
12
|
TYPE OF REPORTING PERSON
CO
|
2
Based on 289,670,997 outstanding ordinary shares as
a single class, being the sum of 240,930,737 Class A ordinary shares (not including 883,326 Class A ordinary shares issued to the
depositary bank of the Issuer and reserved for future exercise or vesting of equity incentive awards) and 48,740,260 Class B ordinary
shares outstanding as of December 31, 2016 and assumes conversion of all Class B ordinary shares into Class A ordinary shares.
The voting power of the shares beneficially owned represent 39.4% 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:
|
Building 105, 10 Jiuxianqiao North Rd
Jia, Chaoyang District
Beijing 100015, People’s Republic of China
ITEM 2(a).
|
NAME OF PERSON FILING:
|
Jinbo Yao
Nihao China Corporation
ITEM 2(b).
|
ADDRESS OF PRINCIPAL BUSINESS OFFICE, OR, IF NONE, RESIDENCE:
|
Jinbo Yao
c/o Building 105, 10 Jiuxianqiao North Rd
Jia, Chaoyang District
Beijing 100015, People’s Republic of China
Nihao China Corporation
Trinity Chambers, P.O. Box 4301
Road Town, Tortola
British Virgin Islands
Jinbo Yao – People’s Republic of China
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.
G34136 104
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, 2016:
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
|
|
|
31,691,600
|
|
|
|
10.9
|
%
|
|
|
2,272,960
|
|
|
|
29,418,640
|
|
|
|
0
|
|
|
|
29,418,640
|
|
Nihao China Corporation
|
|
|
29,418,640
|
|
|
|
10.2
|
%
|
|
|
0
|
|
|
|
29,418,640
|
|
|
|
0
|
|
|
|
29,418,640
|
|
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 31,691,600 ordinary shares of the Issuer beneficially
owned by Mr. Jinbo Yao comprise the following: (i) 831,436 Class A ordinary shares in the form of American depositary shares (“ADSs”)
held of record by Nihao China Corporation, (ii) 28,587,204 Class B ordinary shares held of record by Nihao China Corporation and
(iii) an aggregate of 2,272,960 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,
is holder of record of 831,436 Class A ordinary shares in the form of ADSs and 28,587,204 Class B ordinary shares of the Issuer.
Mr. Jinbo Yao is the sole director of Nihao China Corporation. Pursuant to Section 13(d) of the Securities Exchange Act of 1934,
as amended, and the rules promulgated thereunder, Mr. Jinbo Yao 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
Not applicable
SIGNATURES
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 9, 2017
Jinbo Yao
|
/s/ Jinbo Yao
|
|
Jinbo Yao
|
Nihao China Corporation
|
By:
|
/s/ Jinbo Yao
|
|
|
Name: Jinbo Yao
|
|
|
Title: Director
|
LIST OF EXHIBITS
Exhibit No.
|
|
Description
|
|
|
|
99.1
|
|
Joint Filing Agreement
|
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