UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
(Rule 13e-100)
(Amendment No. 4)
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(E)
OF THE SECURITIES EXCHANGE ACT OF 1934
58.COM INC.
(Name of the Issuer)
58.com Inc.
Quantum Bloom Group Ltd
Quantum Bloom Company Ltd
Warburg Pincus China-Southeast Asia II (Cayman), L.P.
Warburg Pincus China-Southeast Asia II-E (Cayman), L.P.
WP China-Southeast Asia II Partners (Cayman), L.P.
Warburg Pincus China-Southeast Asia II Partners, L.P.
Warburg Pincus (Callisto) Global Growth (Cayman), L.P.
Warburg Pincus (Europa) Global Growth (Cayman), L.P.
Warburg Pincus Global Growth-B (Cayman), L.P.
Warburg Pincus Global Growth-E (Cayman), L.P.
WP Global Growth Partners (Cayman), L.P.
Warburg Pincus Global Growth Partners (Cayman), L.P.
Polarite Gem Holdings Group Ltd
General Atlantic Partners (Bermuda) IV, L.P.
General Atlantic Partners (Bermuda) III, L.P.
GAP Coinvestments CDA, L.P.
GAP Coinvestments V, LLC
GAP Coinvestments IV, LLC
GAP Coinvestments III, LLC
General Atlantic LLC
GAP (Bermuda) Limited
General Atlantic GenPar (Bermuda), L.P.
General Atlantic Singapore Interholdco Ltd.
General Atlantic Singapore Fund Pte. Ltd.
General Atlantic Singapore 58 Pte. Ltd.
General Atlantic Singapore 58TP Pte. Ltd.
Mr. Nanyan Zheng
Mr. Tianyi Jiang
Ocean Link Partners II GP Limited
Ocean Link Partners II GP, L.P.
Ocean Link Partners II, L.P.
Ocean Alliance III Company Limited
Ocean Alliance III, L.P.
Ocean Magical Site Limited
Mr. Jinbo Yao
Nihao China Corporation
Internet Opportunity Fund LP
Tencent Holdings Limited
Ohio River Investment Limited
THL E Limited
Huang River Investment Limited
(Names of Persons Filing Statement)
Class A Ordinary Shares, par value US$0.00001 per share*
American Depositary Shares, each representing two Class A Ordinary Shares
(Title of Class of Securities)
31680Q104**
31680Q906***
(CUSIP Number)
| 58.com Inc. Building 105, 10 Jiuxianqiao North Road Jia, Chaoyang District, Beijing 100015, People’s Republic of China Tel: +86 10 5956-5858 | Quantum Bloom Group Ltd Quantum Bloom Company Ltd Building 105, 10 Jiuxianqiao North Road Jia, Chaoyang District, Beijing 100015, People’s Republic of China Tel: +86 10 5956-5858 |
Warburg Pincus China-Southeast 450 Lexington Ave, New York, NY 10017 c/o Warburg Pincus Asia LLC, | General Atlantic Singapore Fund Pte. Ltd. General Atlantic Singapore 58 Pte. Ltd. General Atlantic Singapore 58TP Pte. Ltd. 8 Marina View, #41-04, Asia Square Tower 1, Singapore 018960 Tel: +65 6661-6700 | General Atlantic Partners (Bermuda) IV, L.P. General Atlantic Partners (Bermuda) III, L.P. GAP Coinvestments CDA, L.P. GAP Coinvestments V, LLC GAP Coinvestments IV, LLC GAP Coinvestments III, LLC General Atlantic LLC GAP (Bermuda) Limited General Atlantic GenPar (Bermuda), L.P. General Atlantic Singapore Interholdco Ltd. c/o General Atlantic Service Company, L.P., 55 East 52nd Street, 33rd Floor, New York, NY 10055 Tel: +1 (212) 715-4000 |
| Nanyan Zheng Tianyi Jiang Ocean Link Partners II GP Limited Ocean Link Partners II GP, L.P. Ocean Link Partners II, L.P. Ocean Alliance III Company Limited Ocean Alliance III, L.P. Ocean Magical Site Limited Room 1220, Unit 02A, 12/F, International Commerce Centre, 1 Austin Road, West Kowloon, Hong Kong, People’s Republic of China Tel: +852 3669 8586 | Jinbo Yao Nihao China Corporation Building 105, 10 Jiuxianqiao North Road Jia, Chaoyang District, Beijing, People’s Republic of China Tel: +86 10 5956-5858 | Tencent Holdings Limited Ohio River Investment Limited THL E Limited Huang River Investment Limited c/o 29/F, Three Pacific Place, No. 1 Queen’s Road East, Wanchai, Hong Kong, People’s Republic of China Tel: +852 3148 5100 |
Internet Opportunity Fund LP
PO Box 309,
Ugland House, Grand Cayman,
KY 1-1104, Cayman Islands
Tel: +86 10 5956-5858
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
| * | Not for trading, but only in connection with the listing on the New York Stock Exchange of the American depositary shares |
| ** | This CUSIP applies to the American depositary shares, each representing two Class A ordinary shares |
| *** | This CUSIP applies to the Restricted American depositary shares, each representing two Class A ordinary shares |
With copies to:
| Z. Julie Gao, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 42/F, Edinburgh Tower, The Landmark 15 Queen’s Road Central, Hong Kong, People’s Republic of China Tel: +852 3740-4700 | Peter X. Huang, Esq. Skadden, Arps, Slate, Meagher & Flom LLP 30/F, China World Office 2 No. 1, Jianguomenwai Avenue Chaoyang District, Beijing 100004 People’s Republic of China Tel: +86 10 6535-5577 | Gordon K. Davidson, Esq. David K. Michaels, Esq. Ken S. Myers, Esq. Fenwick & West LLP 801 California Street Mountain View, California 94041 United States of America Tel: +1-650-988-8500 | Weiheng Chen, Esq. Jie Zhu, Esq. Wilson Sonsini Goodrich & Rosati Suite 1509, 15/F Jardine House 1 Connaught Place Central Hong Kong, People’s Republic of China Tel: +852 3972 4955 |
| Matthew W. Abbott, Esq. Neil Goldman, Esq. Judie Ng Shortell, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas, New York, NY 10019 Tel: +1 212 373 3000 | Daniel Dusek, Esq. Xiaoxi Lin, Esq. Kirkland & Ellis 26th Floor, Gloucester Tower, The Landmark 15 Queen’s Road Central Hong Kong, People’s Republic of China Tel: +852 3761 3300 | Tim Gardner, Esq. William Welty, Esq. Weil, Gotshal & Manges LLP 29/F, Alexandra House 18 Chater Road, Central Hong Kong, People’s Republic of China Tel: +852 3476 9000 | Miranda So, Esq. Davis Polk & Wardwell LLP 18th Floor, The Hong Kong Club Building 3A Chater Road Hong Kong, People’s Republic of China Tel: +852 2533 3373 |
This statement is filed in connection with (check the appropriate box):
| ¨ | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14-C or Rule 13e-3(c) under the Securities Exchange Act of 1934. | |
| ¨ | The filing of a registration statement under the Securities Act of 1933. | |
| ¨ | A tender offer | |
| x | None of the above |
Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ¨
Check the following box if the filing is a final amendment reporting the results of the transaction: ¨
Calculation of Filing Fee
| Transaction Valuation*** | Amount of Filing Fee**** | |
| US$5,850,013,059.80 | US$759,331.70 |
*** Calculated solely for the purpose of determining the filing fee in accordance with Rule 0-11(b)(1) under the Securities Exchange Act of 1934, as amended. The filing fee is calculated based on the sum of (a) the aggregate cash payment of US$28.00 per share for the 203,159,849 issued and outstanding ordinary shares of the issuer (including shares represented by American Depositary Shares) subject to the transaction plus (b) the product of 2,376,780 ordinary shares issuable under all outstanding and unexercised options that shall have become vested or are expected to vest on or prior to December 31, 2020 multiplied by US$18.41 per share (which is the difference between the US$28.00 per share merger consideration and the weighted average exercise price of US$9.59 per share) plus (c) the product of 4,206,456 outstanding restricted stock units that shall have become vested or are expected to vest on or prior to December 31, 2020 subject to the transaction multiplied by US$28.00 per unit ((a), (b), and (c) together, the “Transaction Valuation”).
**** The amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11(b)(1) and the Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2020, was calculated by multiplying the Transaction Valuation by 0.0001298.
| ¨ | Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting of the fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: N/A | Filing Party: N/A | |
| Form or Registration No.: N/A | Date Filed: N/A | |
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of this transaction, passed upon the merits or fairness of this transaction, or passed upon the adequacy or accuracy of the disclosure in this transaction statement on schedule 13e-3. Any representation to the contrary is a criminal offense.
Table of Contents
| Item 3 | Identity and Background of Filing Persons | 2 |
| Item 10 | Source and Amount of Funds or Other Consideration | 2 |
| Item 15 | Additional Information | 2 |
| Item 16 | Exhibits | 3 |
INTRODUCTION
This amendment No. 4 to Rule 13e-3 transaction statement on Schedule 13E-3 (“this Amendment“), together with the exhibits hereto and as amended (this “Transaction Statement”), is being filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), jointly by the following persons (each, a “Filing Person,” and collectively, the “Filing Persons”): (a) 58.com Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), the issuer of the Class A ordinary shares, par value US$0.00001 per share (each, a “Class A Share” and collectively, the “Class A Shares,” and, together with the Class B ordinary shares of the Company, par value US$0.00001 per share (each, a “Class B Share” and collectively, the “Class B Shares”), the “Shares”), including the Class A Shares represented by the American depositary shares, each representing two Class A Shares (the “ADSs”), that is subject to the transaction pursuant to Rule 13e-3 under the Exchange Act; (b) Quantum Bloom Group Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Parent”); (c) Quantum Bloom Company Ltd, an exempted company with limited liability incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”); (d)Warburg Pincus China-Southeast Asia II (Cayman), L.P., Warburg Pincus China-Southeast Asia II-E (Cayman), L.P., WP China-Southeast Asia II Partners (Cayman), L.P., Warburg Pincus China-Southeast Asia II Partners, L.P., Warburg Pincus (Callisto) Global Growth (Cayman), L.P., Warburg Pincus (Europa) Global Growth (Cayman), L.P., Warburg Pincus Global Growth-B (Cayman), L.P., Warburg Pincus Global Growth-E (Cayman), L.P., WP Global Growth Partners (Cayman), L.P. and Warburg Pincus Global Growth Partners (Cayman), L.P., each an exempted limited partnership formed under the laws of the Cayman Islands (collectively, the “Warburg Entities”); (e) Polarite Gem Holdings Group Ltd, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (“WP SPV,” and, together with the Warburg Entities, collectively “Warburg Pincus”); (f) General Atlantic Partners (Bermuda) IV, L.P., a Bermuda exempted limited partnership and General Atlantic Partners (Bermuda) III, L.P. (collectively, the “GA Bermuda Funds”); (g) GAP Coinvestments CDA, L.P., a Delaware limited partnership (“GA CDA”), GAP Coinvestments V, LLC, a Delaware limited liability company (“GAPCO V”), GAP Coinvestments IV, LLC, a Delaware limited liability company (“GAPCO IV”), and GAP Coinvestments III, LLC, a Delaware limited liability company (“GAPCO III,” and, together with GA CDA, GAPCO V and GAPCO IV, collectively, the “GA Delaware Funds”); (h) General Atlantic GenPar (Bermuda), L.P., a Bermuda exempted limited partnership (“GA GenPar Bermuda”); (i) General Atlantic LLC, a Delaware limited liability company (“GA LLC”); (j) GAP (Bermuda) Limited, a Bermuda exempted company (“GA Bermuda”); (k) General Atlantic Singapore Interholdco Ltd., a Bermuda exempted company (“GA Interholdco”); (l) General Atlantic Singapore Fund Pte. Ltd., a company incorporated and existing under the laws of Singapore (“GA Fund”); (m) General Atlantic Singapore 58 Pte. Ltd., a company incorporated and existing under the laws of Singapore (“GA SPV I”), (n) General Atlantic Singapore 58TP Pte. Ltd., a company incorporated and existing under the laws of Singapore (“GA SPV II,” and, together with the GA Bermuda Funds, the GA Delaware Funds, GA GenPar Bermuda, GA LLC, GA Bermuda, GA Interholdco, GA Fund and GA SPV I, collectively, “General Atlantic” or the “General Atlantic Filing Persons”); (o) Mr. Nanyan Zheng, a citizen of the People’s Republic of China (“Mr. Zheng”); (p) Mr. Tianyi Jiang, a Hong Kong permanent resident (“Mr. Jiang”); (q) Ocean Link Partners II GP Limited, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (“Ocean Link GP”); (r) Ocean Link Partners II GP, L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“Ocean Link Partners”); (s) Ocean Link Partners II, L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“Ocean Link Fund II”); (t) Ocean Alliance III Company Limited, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (“Ocean Alliance GP”), (u) Ocean Alliance III, L.P., an exempted limited partnership formed under the laws of the Cayman Islands (“Ocean Alliance Fund”), (v) Ocean Magical Site Limited, an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands (“Ocean Link SPV,” and, together with Mr. Zheng, Mr. Jiang, Ocean Link GP, Ocean Link Partners, Ocean Link Fund II, Ocean Alliance GP and Ocean Alliance Fund, collectively, “Ocean Link”); (w) Mr. Jinbo Yao, chairman of the board of directors, chief executive officer and founder of the Company (“Mr. Yao”); (x) Nihao China Corporation, a company incorporated under the Laws of the British Virgin Islands (“Nihao”); (y) Internet Opportunity Fund LP, an exempted limited partnership formed under the laws of the Cayman Islands (“Internet Opportunity Fund”); (z) Tencent Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (“Tencent Holdings”); (aa) Ohio River Investment Limited, a British Virgin Islands company and a wholly owned subsidiary of Tencent Holdings (“Ohio River”); (bb) THL E Limited, a British Virgin Islands company and a wholly owned subsidiary of Tencent Holdings (“THL E”); and (cc) Huang River Investment Limited, a British Virgin Islands company and a wholly owned subsidiary of Tencent Holdings (“Huang River,” and, together with Ohio River and THL E, collectively the “Other Rollover Shareholders”; and, together with Tencent Holdings collectively, the “Other Rollover Entities”). Mr. Yao, Nihao and GA SPV I are collectively referred to as the “Supporting Shareholders.” Mr. Yao, Nihao and the Other Rollover Shareholders are collectively referred to as the “Rollover Shareholders.” Filing Persons (b) through (y) are collectively referred to herein as the “Buyer Group.” Filings persons (b) through (cc) are collectively referred to herein as the “Participants.”
| �� | 1 |
All capitalized terms used in this Amendment and not otherwise defined have the meanings ascribed to such terms in the Transaction Statement, including the Proxy Statement attached as exhibit (a)-(1) to the Transaction Statement.
| Item 3 | Identity and Background of Filing Persons |
Item 3 is hereby amended and supplemented to include Ocean Alliance GP and Ocean Alliance Fund as additional Ocean Link Filing Persons to this Amendment.
Ocean Alliance GP is an exempted company with limited liability incorporated and existing under the laws of the Cayman Islands. Ocean Alliance Fund is an exempted limited partnership formed under the laws of the Cayman Islands. Each of Mr. Zheng and Mr. Jiang beneficially owns 50% of the equity interest in Ocean Alliance GP. Ocean Alliance GP is the general partner of Ocean Alliance Fund. Ocean Alliance Fund, together with Ocean Link Fund II, owns 100% of the equity interest in Ocean Link SPV. The principal business of each of Ocean Alliance GP and Ocean Alliance Fund is investment activities.
The principal business address and telephone number of each of Ocean Alliance GP and Ocean Alliance Fund is Room 1220, Unit 02A, 12/F, International Commerce Centre, 1 Austin Road, West Kowloon, Hong Kong, +852 3669 8586.
Mr. Zheng and Mr. Jiang serve as directors of Ocean Alliance GP. As of the date of this Amendment, Ocean Alliance GP does not have any executive officers, and Ocean Alliance Fund does not have any executive officers or directors.
During the past five years, neither Ocean Alliance GP or Ocean Alliance Fund has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to any judicial or administrative proceeding (except for matters that were dismissed without sanction or settlement) that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities laws.
| Item 10 | Source and Amount of Funds or Other Consideration |
Item 10 is hereby amended and supplemented as follows:
Debt Financing
On September 2, 2020, as contemplated by the Debt Commitment Letter, Parent, Merger Sub, SPDB (as Sole Original Mandated Lead Arranger, Agent and Security Agent), China Merchants Bank Co., Ltd. Shanghai Branch (as Joint Mandated Lead Arranger), Industrial Bank Co., Ltd. Shanghai Branch (as Arranger) and Ping An Bank Co., Ltd., Shanghai Branch (as Arranger) entered into a facilities agreement (the “Facilities Agreement”). The Facilities Agreement provides for (i) a term loan facility of $2.00 billion, (ii) a $500.00 million offshore cash bridge facility and (iii) a $1.00 billion (or its equivalent in RMB) offshore cash bridge facility that, subject to the conditions set forth in the Facilities Agreement, will be used for the purpose of financing a portion of the consideration for the Merger and fees and expenses incurred in connection with the Merger. Reference is hereby made to such Facilities Agreement, which is attached hereto as Exhibit (b)-(6) and incorporated herein by reference.
On September 8, 2020, Nihao, its subsidiary Nihao Haven Corporation (“Nihao Haven”) and SPDB (as Mandated Lead Arranger, Lender, Agent and Security Agent) entered into a facility agreement (the “Nihao Facility Agreement”) pursuant to which SPDB will arrange a term loan facility of up to $300.00 million to Nihao which, subject to the conditions set forth therein, will be used for the purpose of funding a portion of the equity contribution to Parent contemplated by Internet Opportunity Fund’s Equity Commitment Letter. Reference is hereby made to such Nihao Facility Agreement, which is attached hereto as Exhibit (b)-(7) and incorporated herein by reference.
Terms of the Term Loan Facility in the Nihao Facility Agreement (the “Nihao Facility”)
| · | Interest Rate. The Nihao Facility will bear interest at a rate equal to LIBOR (London interbank offer rate) plus 4.20% per annum. |
| · | Maturity. The Nihao Facility will mature seven years after the initial utilisation date. |
| · | Amortization. The loan under the Nihao Facility will be repaid in semi-annual instalments starting from 30 months following the closing of the Merger. |
| · | Conditions Precedent. The availability of the Nihao Facility is subject to, among other things, (a) each of the conditions set forth in the share subscription agreement entered into between Nihao Haven and Parent in connection with the closing of the Merger (the “Nihao Share Subscription Agreement”) having been or will be satisfied (or waived, where such waiver is not materially adverse to the interests of the finance parties under the Nihao Facility Agreement (taken as a whole, acting reasonably)) prior to or on the closing date of the Merger (other than payment of the subscription price under the Nihao Share Subscription Agreement or any other matter or condition which by their terms cannot be satisfied until the consummation of the Merger or following the Merger or to the extent it is not reasonably likely to materially and adversely affect the interests of the lenders or with the consent of the facility agent (acting on the instruction of the majority lenders, such consent not to be unreasonably withheld or delayed), (b) delivery of the agreed form shareholders’ agreement to be entered into by Parent and its shareholders in connection with the closing of the Merger setting forth certain provisions contemplated by the Nihao Facility Agreement with respect to (i) the granting and enforcement of security over shares of Parent in connection with the Nihao Facility, (ii) Mr. Yao’s voting and ownership interests in Parent, and (iii) the issuance to Nihao Haven of any shares in Parent upon the exercise of awards granted to Mr. Yao under any share incentive plan, in each case, following the closing of the Merger, (c) the execution of the ancillary documents required under the Nihao Facility Agreement, and (d) certain other customary conditions set forth in the Nihao Facility Agreement. |
| · | Security. The Nihao Facility will be secured, subject to agreed exceptions, by: (i) security over all intercompany loans made to Nihao Haven by Nihao, (ii) security over certain bank account of Nihao, (iii) security over all the shares in Parent held by Nihao Haven as at Closing, (iv) security over all the shares in Nihao Haven held by Nihao, (v) security over certain assets of Nihao Haven, and (vi) security over certain bank account of Nihao Haven. The delivery of security set out in clauses (i) to (vi) above is each a condition precedent to the availability of the Nihao Facility. |
| Item 15 | Additional Information |
Item 15(c) is hereby amended and supplemented as follows:
On September 7, 2020, at 10:30 am (Beijing time), an extraordinary general meeting of the shareholders of the Company was held at Building 105, 10 Jiuxianqiao North Road Jia, Chaoyang District, Beijing, China. At the extraordinary general meeting, the shareholders of the Company authorized and approved execution, delivery and performance of the Merger Agreement, and the Plan of Merger and the consummation of the transactions contemplated thereby, including the Merger, and authorized each of the directors and officers of the Company to do all things necessary to give effect to the Merger Agreement, the Plan of Merger and the consummation of the transactions contemplated thereby, including the Merger.
| 2 |
| Item 16 | Exhibits |
| (a)-(1) | Proxy Statement of the Company dated August 7, 2020.* |
| (a)-(2) | Notice of Extraordinary General Meeting of Shareholders of the Company, incorporated herein by reference to the Proxy Statement.* |
| (a)-(3) | Form of Proxy Card, incorporated herein by reference to Annex F to the Proxy Statement.* |
| (a)-(4) | Form of Depositary Notice and Form of ADS Voting Instruction Card, each incorporated herein by reference to Annex G to the Proxy Statement.* |
| (a)-(6) | Annual Report on Form 20-F for the year ended December 31, 2019 of the Company filed with the SEC on April 29, 2020.* |
| (a)-(7) | Amendment No. 1 to the Annual Report on Form 20-F for the year ended December 31, 2019 of the Company filed with the SEC on June 29, 2020.* |
| (b)-(1) | Equity Commitment Letter, dated June 15, 2020, by and between Parent and the Warburg Entities.* |
| (b)-(3) | Equity Commitment Letter, dated June 15, 2020, by and between Parent and Ocean Link Fund II.* |
| (c)-(1) | Opinion of Houlihan Lokey, dated June 15, 2020, incorporated herein by reference to Annex B to the Proxy Statement.* |
| (c)-(2) | Discussion Materials prepared by Houlihan Lokey for discussion with the special committee of the board of directors of the Company, dated June 12, 2020.* |
| (c)-(3) | Discussion Materials prepared by Houlihan Lokey for discussion with the special committee of the board of directors of the Company, dated June 15, 2020.* |
| (d)-(1) | Agreement and Plan of Merger, dated June 15, 2020, among the Company, Parent and Merger Sub, incorporated herein by reference to Annex A-1 to the Proxy Statement.* |
| (d)-(2) | Support Agreement, dated June 15, 2020, by and among Parent and the Supporting Shareholders, incorporated herein by reference to Annex D to the Proxy Statement.* |
| (d)-(3) | Limited Guarantee, dated June 15, 2020, by the Warburg Entities in favor of the Company.* |
| (d)-(5) | Limited Guarantee, dated June 15, 2020, by Ocean Link Fund II in favor of the Company.* |
| 3 |
| (d)-(9) | Plan of Merger to be executed by and between the Company and Merger Sub, incorporated herein by reference to Annex A-2 to the Proxy Statement.* |
| (f)-(1) | Dissenters’ Rights, incorporated herein by reference to the section entitled “Dissenters’ Rights” in the Proxy Statement.* |
| (f)-(2) | Section 238 of the Companies Law Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands, incorporated herein by reference to Annex C to the Proxy Statement.* |
| (g) | Not applicable. |
| * | Previously filed. |
| 4 |
SIGNATURES
After due 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 8, 2020
| 58.com Inc. | ||
| By: | /s/ Robert Frank (Bob) Dodds, Jr. | |
| Name: Robert Frank (Bob) Dodds, Jr. | ||
| Title: Member of the Special Committee | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
| Quantum Bloom Group Ltd | ||
| By: | /s/ Cheung Lun Julian CHENG | |
| Name: Cheung Lun Julian CHENG | ||
| Title: Director | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
| Quantum Bloom Company Ltd | ||
| By: | /s/ Cheung Lun Julian CHENG | |
| Name: Cheung Lun Julian CHENG | ||
| Title: Director | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
| Polarite Gem Holdings Group Ltd | ||
| By: | /s/ Steven G. Glenn | |
| Name: Steven G. Glenn | ||
| Title: Director | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
Warburg Pincus China-Southeast Asia II (Cayman), L.P. | ||
| By: | Warburg Pincus (Cayman) China-Southeast Asia II GP, L.P., its general partner | |
| By: | Warburg Pincus (Cayman) China-Southeast Asia II GP LLC, its general partner | |
| By: | Warburg Pincus Partners II (Cayman), L.P., its managing member | |
| By: | Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner | |
| By: | /s/ Steven G. Glenn | |
| Name: Steven G. Glenn | ||
| Title: Authorised Signatory | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
WARBURG PINCUS CHINA-SOUTHEAST ASIA II-E (CAYMAN), L.P. | ||
| By: | Warburg Pincus (Cayman) China-Southeast Asia II GP, L.P., its general partner | |
| By: | Warburg Pincus (Cayman) China-Southeast Asia II GP LLC, its general partner | |
| By: | Warburg Pincus Partners II (Cayman), L.P., its managing member | |
| By: | Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner | |
| By: | /s/ Steven G. Glenn | |
| Name: Steven G. Glenn | ||
| Title: Authorised Signatory | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
WP CHINA-SOUTHEAST ASIA II PARTNERS (CAYMAN), L.P. | ||
| By: | Warburg Pincus (Cayman) China-Southeast Asia II GP, L.P., its general partner | |
| By: | Warburg Pincus (Cayman) China-Southeast Asia II GP LLC, its general partner | |
| By: | Warburg Pincus Partners II (Cayman), L.P., its managing member | |
| By: | Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner | |
| By: | /s/ Steven G. Glenn | |
| Name: Steven G. Glenn | ||
| Title: Authorised Signatory | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
WARBURG PINCUS CHINA-SOUTHEAST ASIA II PARTNERS, L.P. | ||
| By: | Warburg Pincus (Cayman) China-Southeast Asia II GP, L.P., its general partner | |
| By: | Warburg Pincus (Cayman) China-Southeast Asia II GP LLC, its general partner | |
| By: | Warburg Pincus Partners II (Cayman), L.P., its managing member | |
| By: | Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner | |
| By: | /s/ Steven G. Glenn | |
| Name: Steven G. Glenn | ||
| Title: Authorised Signatory | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
WARBURG PINCUS (CALLISTO) GLOBAL GROWTH (CAYMAN), L.P. | ||
| By: | Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner | |
| By: | Warburg Pincus (Cayman) Global Growth GP LLC, its general partner | |
| By: | Warburg Pincus Partners II (Cayman), L.P., its managing member | |
| By: | Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner | |
| By: | /s/ Steven G. Glenn | |
| Name: Steven G. Glenn | ||
| Title: Authorised Signatory | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
WARBURG PINCUS (EUROPA) GLOBAL GROWTH (CAYMAN), L.P. | ||
| By: | Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner | |
| By: | Warburg Pincus (Cayman) Global Growth GP LLC, its general partner | |
| By: | Warburg Pincus Partners II (Cayman), L.P., its managing member | |
| By: | Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner | |
| By: | /s/ Steven G. Glenn | |
| Name: Steven G. Glenn | ||
| Title: Authorised Signatory | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
WARBURG PINCUS GLOBAL GROWTH-B (CAYMAN), L.P. | ||
| By: | Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner | |
| By: | Warburg Pincus (Cayman) Global Growth GP LLC, its general partner | |
| By: | Warburg Pincus Partners II (Cayman), L.P., its managing member | |
| By: | Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner | |
| By: | /s/ Steven G. Glenn | |
| Name: Steven G. Glenn | ||
| Title: Authorised Signatory | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
WARBURG PINCUS GLOBAL GROWTH-E (CAYMAN), L.P. | ||
| By: | Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner | |
| By: | Warburg Pincus (Cayman) Global Growth GP LLC, its general partner | |
| By: | Warburg Pincus Partners II (Cayman), L.P., its managing member | |
| By: | Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner | |
| By: | /s/ Steven G. Glenn | |
| Name: Steven G. Glenn | ||
| Title: Authorised Signatory | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
WARBURG PINCUS GLOBAL GROWTH PARTNERS (CAYMAN), L.P. | ||
| By: | Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner | |
| By: | Warburg Pincus (Cayman) Global Growth GP LLC, its general partner | |
| By: | Warburg Pincus Partners II (Cayman), L.P., its managing member | |
| By: | Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner | |
| By: | /s/ Steven G. Glenn | |
| Name: Steven G. Glenn | ||
| Title: Authorised Signatory | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
WP GLOBAL GROWTH PARTNERS (CAYMAN), L.P. | ||
| By: | Warburg Pincus (Cayman) Global Growth GP, L.P., its general partner | |
| By: | Warburg Pincus (Cayman) Global Growth GP LLC, its general partner | |
| By: | Warburg Pincus Partners II (Cayman), L.P., its managing member | |
| By: | Warburg Pincus (Bermuda) Private Equity GP Ltd., its general partner | |
| By: | /s/ Steven G. Glenn | |
| Name: Steven G. Glenn | ||
| Title: Authorised Signatory | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
| GAP Coinvestments CDA, L.P. | ||
| By: General Atlantic LLC, its General Partner | ||
| By: | /s/ J. Frank Brown | |
| Name: J. Frank Brown | ||
| Title: Managing Director | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
| GAP Coinvestments V, LLC | ||
| By: General Atlantic LLC, its Managing Member | ||
| By: | /s/ J. Frank Brown | |
| Name: J. Frank Brown | ||
| Title: Managing Director | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
| GAP Coinvestments IV, LLC | ||
| By: General Atlantic LLC, its Managing Member | ||
| By: | /s/ J. Frank Brown | |
| Name: J. Frank Brown | ||
| Title: Managing Director | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
| GAP Coinvestments III, LLC | ||
| By: General Atlantic LLC, its Managing Member | ||
| By: | /s/ J. Frank Brown | |
| Name: J. Frank Brown | ||
| Title: Managing Director | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
| General Atlantic LLC | ||
| By: | /s/ J. Frank Brown | |
| Name: J. Frank Brown | ||
| Title: Managing Director | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
| GAP (Bermuda) Limited | ||
| By: | /s/ J. Frank Brown | |
| Name: J. Frank Brown | ||
| Title: Managing Director | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
| General Atlantic GenPar (Bermuda), L.P. | ||
| By: GAP (Bermuda) Limited, its General Partner | ||
| By: | /s/ J. Frank Brown | |
| Name: J. Frank Brown | ||
| Title: Managing Director | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
| General Atlantic Partners (Bermuda) IV, L.P. | ||
| By: General Atlantic GenPar (Bermuda), L.P., its General Partner | ||
| By: GAP (Bermuda) Limited, its General Partner | ||
| By: | /s/ J. Frank Brown | |
| Name: J. Frank Brown | ||
| Title: Managing Director | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
| General Atlantic Partners (Bermuda) III, L.P. | ||
| By: General Atlantic GenPar (Bermuda), L.P., its General Partner | ||
| By: GAP (Bermuda) Limited, its General Partner | ||
| By: | /s/ J. Frank Brown | |
| Name: J. Frank Brown | ||
| Title: Managing Director | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
| General Atlantic Singapore Interholdco Ltd. | ||
| By: | /s/ J. Frank Brown | |
| Name: J. Frank Brown | ||
| Title: Director | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
| General Atlantic Singapore Fund Pte. Ltd. | ||
| By: | /s/ Ong Yu Huat | |
| Name: Ong Yu Huat | ||
| Title: Director | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
| General Atlantic Singapore 58 Pte. Ltd. | ||
| By: | /s/ Ong Yu Huat | |
| Name: Ong Yu Huat | ||
| Title: Director | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
| General Atlantic Singapore 58TP Pte. Ltd. | ||
| By: | /s/ Ong Yu Huat | |
| Name: Ong Yu Huat | ||
| Title: Director | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
| Nanyan Zheng | |
| /s/ Nanyan Zheng |
[Signature Page to Schedule 13E-3/A and Proxy Statement]
| Tianyi Jiang | |
| /s/ Tianyi Jiang |
[Signature Page to Schedule 13E-3/A and Proxy Statement]
| Ocean Link Partners II GP Limited | ||
| By: | /s/ Tianyi Jiang | |
| Name: Tianyi Jiang | ||
| Title: Director | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
| Ocean Link Partners II GP, L.P. | ||
| By: Ocean Link Partners II GP Limited, its general partner | ||
| By: | /s/ Tianyi Jiang | |
| Name: Tianyi Jiang | ||
| Title: Director | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
| Ocean Link Partners II, L.P. | ||
| By: Ocean Link Partners II GP, L.P., its general partner | ||
| By: Ocean Link Partners II GP Limited, its general partner | ||
| By: | /s/ Tianyi Jiang | |
| Name: Tianyi Jiang | ||
| Title: Director | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
| Ocean Alliance III Company Limited | ||
| By: | /s/ Tianyi Jiang | |
| Name: Tianyi Jiang | ||
| Title: Director | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
Ocean Alliance III, L.P. By: Ocean Alliance III Company Limited, its general partner | ||
| By: | /s/ Tianyi Jiang | |
| Name: Tianyi Jiang | ||
| Title: Director | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
| Ocean Magical Site Limited | ||
| By: | /s/ Tianyi Jiang | |
| Name: Tianyi Jiang | ||
| Title: Director | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
| Jinbo Yao | |
| /s/ Jinbo Yao |
[Signature Page to Schedule 13E-3/A and Proxy Statement]
| Internet Opportunity Fund LP | ||
| By: | Internet Opportunity Company, its general partner | |
| By: | /s/ Jinbo Yao | |
| Name: Jinbo Yao | ||
| Title: Director | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
| Nihao China Corporation | ||
| By: | /s/ Jinbo Yao | |
| Name: Jinbo Yao | ||
| Title: Director | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
| Tencent Holdings Limited | ||
| By: | /s/ Huateng Ma | |
| Name: Huateng Ma | ||
| Title: Director | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
| Ohio River Investment Limited | ||
| By: | /s/ Huateng Ma | |
| Name: Huateng Ma | ||
| Title: Director | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
| THL E Limited | ||
| By: | /s/ Huateng Ma | |
| Name: Huateng Ma | ||
| Title: Director | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
| Huang River Investment Limited | ||
| By: | /s/ Huateng Ma | |
| Name: Huateng Ma | ||
| Title: Director | ||
[Signature Page to Schedule 13E-3/A and Proxy Statement]
