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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/30/18 58.com Inc. 20-F 12/31/17 124:13M Toppan Merrill/FA |
Document/Exhibit Description Pages Size 1: 20-F Annual Report by a Foreign Non-Canadian Issuer HTML 1.51M 2: EX-4.29 Instrument Defining the Rights of Security Holders HTML 71K 3: EX-4.30 Instrument Defining the Rights of Security Holders HTML 109K 4: EX-4.31 Instrument Defining the Rights of Security Holders HTML 90K 5: EX-4.32 Instrument Defining the Rights of Security Holders HTML 55K 6: EX-8.1 Opinion of Counsel re: Tax Matters HTML 38K 9: EX-13.1 Annual or Quarterly Report to Security Holders HTML 34K 10: EX-13.2 Annual or Quarterly Report to Security Holders HTML 34K 7: EX-12.1 Statement re: Computation of Ratios HTML 39K 8: EX-12.2 Statement re: Computation of Ratios HTML 39K 11: EX-15.1 Letter re: Unaudited Interim Financial Info HTML 33K 12: EX-15.2 Letter re: Unaudited Interim Financial Info HTML 34K 19: R1 Document And Entity Information HTML 58K 20: R2 Consolidated Balance Sheets HTML 165K 21: R3 Consolidated Balance Sheets (Parenthetical) HTML 73K 22: R4 Consolidated Statements of Comprehensive HTML 137K Income/(Loss) 23: R5 Consolidated Statements of Comprehensive HTML 48K Income/(Loss) (Parenthetical) 24: R6 Consolidated Statements of Changes in HTML 119K Shareholders' Equity 25: R7 Consolidated Statements of Cash Flows HTML 208K 26: R8 Organization and principal activities HTML 287K 27: R9 Principal accounting policies HTML 218K 28: R10 Credit risks and concentration HTML 42K 29: R11 Business acquisitions and equity investment HTML 147K transactions 30: R12 Deconsolidation of 58 Home HTML 74K 31: R13 Disposal of Guazi and conversion of Guazi HTML 57K Convertible Note 32: R14 Disposal of Mayi and concurrent investment in HTML 48K Tujia 33: R15 Preferred share financing of Zhuan Zhuan HTML 40K 34: R16 Disposal of finance business HTML 42K 35: R17 Accounts receivable, net HTML 62K 36: R18 Prepayments and other current assets HTML 57K 37: R19 Property and equipment, net HTML 58K 38: R20 Intangible assets, net HTML 68K 39: R21 Goodwill HTML 47K 40: R22 Long-term investments HTML 80K 41: R23 Long-term prepayments and other non-current assets HTML 53K 42: R24 Short-term loans HTML 42K 43: R25 Accounts payable HTML 47K 44: R26 Accrued expenses and other current liabilities HTML 56K 45: R27 Long-term loans HTML 39K 46: R28 Fair value measurements HTML 68K 47: R29 Ordinary shares HTML 50K 48: R30 Share-based compensation HTML 219K 49: R31 Contribution from noncontrolling interest holders HTML 38K 50: R32 Earnings/(loss) per share HTML 68K 51: R33 Commitments and contingencies HTML 72K 52: R34 Subsequent events HTML 36K 53: R35 Restricted net assets HTML 42K 54: R36 Principal accounting policies (Policies) HTML 314K 55: R37 Organization and principal activities (Tables) HTML 127K 56: R38 Principal accounting policies (Tables) HTML 74K 57: R39 Business acquisitions and equity investment HTML 147K transactions (Tables) 58: R40 Deconsolidation of 58 Home (Tables) HTML 61K 59: R41 Accounts receivable, net (Tables) HTML 56K 60: R42 Prepayments and other current assets (Tables) HTML 56K 61: R43 Property and equipment, net (Tables) HTML 57K 62: R44 Intangible assets, net (Tables) HTML 70K 63: R45 Goodwill (Tables) HTML 44K 64: R46 Long-term investments (Tables) HTML 77K 65: R47 Long-term prepayments and other non-current assets HTML 52K (Tables) 66: R48 Accounts payable (Tables) HTML 47K 67: R49 Accrued expenses and other current liabilities HTML 55K (Tables) 68: R50 Fair value measurements (Tables) HTML 54K 69: R51 Share-based compensation (Tables) HTML 202K 70: R52 Earnings/(Loss) Per Share (Tables) HTML 66K 71: R53 Commitments and contingencies (Tables) HTML 65K 72: R54 Organization and principal activities (Schedule of HTML 94K Major Subsidiaries, Variable Interest Entities and Variable Interest Entities's Subsidiaries Ownership) (Details) 73: R55 Organization and principal activities (Contractual HTML 50K arrangements with the Group's VIEs) (Details) 74: R56 Organization and principal activities (Schedule of HTML 118K Financial Statement Amounts and Balances for Variable Interest Entities) (Details) 75: R57 Organization and principal activities (Liquidity) HTML 43K (Details) 76: R58 Principal accounting policies (Narrative) HTML 80K (Details) 77: R59 Principal accounting policies (Schedule of Cash HTML 61K and Cash Equivalents) (Details) 78: R60 Principal accounting policies (Schedule of HTML 56K Property and Equipment Estimated Useful Lives) (Details) 79: R61 Principal accounting policies (Schedule of HTML 48K Intangible Assets Estimated Useful Lives) (Details) 80: R62 Business acquisitions and equity investment HTML 56K transactions (Anjuke Inc. - Narrative) (Details) 81: R63 Business acquisitions and equity investment HTML 77K transactions (Schedule of Purchase Price Allocation - Anjuke, Inc.) (Details) 82: R64 Business acquisitions and equity investment HTML 90K transactions (Ganji - Narrative) (Details) 83: R65 Business acquisitions and equity investment HTML 84K transactions (Schedule of Purchase Price Allocation - Ganji) (Details) 84: R66 Business acquisitions and equity investment HTML 72K transactions (Schedule of Condensed Financial Information - Ganji) (Details) 85: R67 Business acquisitions and equity investment HTML 39K transactions (Other acquisitions - Narrative) (Details) 86: R68 Business acquisitions and equity investment HTML 48K transactions (Schedule of Proforma Information - 2015 Acquisitions) (Details) 87: R69 Deconsolidation of 58 Home (Narrative) (Details) HTML 105K 88: R70 Deconsolidation of 58 Home (Schedule of Condensed HTML 73K Financial Information of 58 Home) (Details) 89: R71 Disposal of Guazi and conversion of Guazi HTML 70K Convertible Note (Details) 90: R72 Disposal of Mayi and concurrent investment in HTML 59K Tujia (Details) 91: R73 Preferred share financing of Zhuan Zhuan (Details) HTML 39K 92: R74 Disposal of finance business (Narrative) (Details) HTML 52K 93: R75 Accounts receivable, net (Details) HTML 55K 94: R76 Prepayments and other current assets (Details) HTML 60K 95: R77 Property and equipment, net (Details) HTML 60K 96: R78 Intangible assets, net (Summary of Intangible HTML 49K Assets) (Details) 97: R79 Intangible assets, net (Schedule of Estimated HTML 54K Future Amortization Expense of Intangible Assets) (Details) 98: R80 Goodwill (Details) HTML 39K 99: R81 Long-term investments (Summary of long-term HTML 139K investments) (Details) 100: R82 Long-term prepayments and other non-current assets HTML 35K (Narrative) (Details) 101: R83 Long-term prepayments and other non-current assets HTML 50K (Details) 102: R84 Short-term loans (Details) HTML 66K 103: R85 Accounts payable (Details) HTML 44K 104: R86 Accrued expenses and other current liabilities HTML 58K (Details) 105: R87 Long-term loans (Details) HTML 50K 106: R88 Fair value measurements (Details) HTML 57K 107: R89 Income taxes (Schedule of the Provision for Income HTML 42K Taxes) (Details) 108: R90 Income taxes (Schedule of the Effective Tax Rate) HTML 48K (Details) 109: R91 Income taxes (Schedule of Deferred Tax Assets and HTML 60K Liabilities) (Details) 110: R92 Income taxes (Schedule of Movement of Valuation HTML 39K Allowance) (Details) 111: R93 Ordinary shares (Details) HTML 166K 112: R94 Share-based compensation (Narrative) (Details) HTML 106K 113: R95 Share-based compensation (Schedule of Share Option HTML 91K Activities) (Details) 114: R96 Share-based compensation (Summary of RSUs HTML 56K Activities) (Details) 115: R97 Share-based compensation (Schedule of Valuation HTML 78K Assumptions) (Details) 116: R98 Contribution from noncontrolling interest holders HTML 36K (Narrative) (Details) 117: R99 Earnings/(Loss) Per Share (Narrative) (Details) HTML 38K 118: R100 Earnings/(Loss) Per Share (Computation of Basic HTML 65K and Diluted Net Loss Per Share) (Details) 119: R101 Commitments and contingencies (Details) HTML 122K 120: R102 Subsequent events (Details) HTML 38K 121: R103 Restricted net assets (Details) HTML 34K 123: XML IDEA XML File -- Filing Summary XML 228K 122: EXCEL IDEA Workbook of Financial Reports XLSX 152K 13: EX-101.INS XBRL Instance -- wuba-20171231 XML 3.79M 15: EX-101.CAL XBRL Calculations -- wuba-20171231_cal XML 295K 16: EX-101.DEF XBRL Definitions -- wuba-20171231_def XML 1.32M 17: EX-101.LAB XBRL Labels -- wuba-20171231_lab XML 1.61M 18: EX-101.PRE XBRL Presentations -- wuba-20171231_pre XML 1.64M 14: EX-101.SCH XBRL Schema -- wuba-20171231 XSD 297K 124: ZIP XBRL Zipped Folder -- 0001144204-18-023487-xbrl Zip 319K
Exhibit 4.32
We, Beijing Yunqi Hulian Investment Co., Ltd., a limited liability company, organized and existing under the laws of the PRC with unified social credit code No.: 91110105MA00332Q7M, and a holder of 74.10% of the entire registered capital in Beijing Zhuanzhuan Spirit Technology Co., Ltd. (“Zhuanzhuan”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize Tianjin Zhuanzhuan World Technology Co., Ltd. (“WFOE”) to exercise the following rights relating to all equity interests held by us now and in the future in Zhuanzhuan (“Our Shareholding”) during the term of this Power of Attorney:
WFOE is hereby authorized to act on behalf of us as our exclusive agent and attorney with respect to all matters concerning Our Shareholding, including without limitation to: 1) attending shareholders’ meetings of Zhuanzhuan; 2) exercising all the shareholder’s rights and shareholder’s voting rights we are entitled to under the laws of China and Zhuanzhuan’s Articles of Association, including but not limited to the sale or transfer or pledge or disposition of Our Shareholding in part or in whole; and 3) serving as our authorized representative to designate and appoint the legal representative, the directors, supervisors, the chief executive officer and other senior management members of Zhuanzhuan.
Without limiting the generality of the powers granted hereunder, WFOE shall have the power and authority to, on behalf of us, execute all the documents we shall sign as stipulated in the Exclusive Option Agreement entered into by and among WFOE, Zhuanzhuan and us on February 11, 2018 and the Equity Pledge Agreement entered into by and among WFOE, Zhuanzhuan and us on February 11, 2018 (including any modification, amendment and restatement thereto, collectively the “Transaction Documents”), and perform the terms of the Transaction Documents.
All the actions associated with Our Shareholding conducted by WFOE shall be deemed as our own actions, and all the documents related to Our Shareholding executed by WFOE shall be deemed to be executed by us. We hereby acknowledge and ratify those actions and/or documents by WFOE.
WFOE is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and without giving prior notice to us or obtaining our consent. If required by PRC laws, WFOE shall designate a PRC citizen to exercise the aforementioned rights.
During the period that we are a shareholder of Zhuanzhuan, this Power of Attorney shall be irrevocable and continuously effective and valid from the date of execution of this Power of Attorney.
During the term of this Power of Attorney, we hereby waive all the rights associated with Our Shareholding, which have been authorized to WFOE through this Power of Attorney, and shall not exercise such rights by ourselves. For the avoidance of any doubt, the performance of the authorized matters hereunder by the authorized entity shall be subject to applicable laws and regulations of PRC.
[The Remainder of this page is intentionally left blank]
C:
[Signature page of Power of Attnorney]
Beijing Yunqi Hulian Investment Co., Ltd. (Seal) | ||
By: | /s/ Yao Jinbo | |
Name: | ||
Title: | ||
Accepted by | ||
Tianjin Zhuanzhuan World Technology Co., Ltd. (Seal) | ||
By: | /s/ Yao Jinbo | |
Name: | ||
Title:
|
||
Acknowledged by: | ||
Beijing Zhuanzhuan Spirit Technology Co., Ltd. (Seal) | ||
By: | /s/ Yao Jinbo | |
Name: | ||
Title: |
C:
SIGNATURE PAGE
I, Huang Wei, a Chinese citizen with Chinese Identification Card No.: ******************, and a holder of 1.20% of the entire registered capital in Beijing Zhuanzhuan Spirit Technology Co., Ltd. (“Zhuanzhuan”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize Tianjin Zhuanzhuan World Technology Co., Ltd. (“WFOE”) to exercise the following rights relating to all equity interests held by me now and in the future in Zhuanzhuan (“My Shareholding”) during the term of this Power of Attorney:
WFOE is hereby authorized to act on behalf of myself as my exclusive agent and attorney with respect to all matters concerning My Shareholding, including without limitation to: 1) attending shareholders’ meetings of Zhuanzhuan; 2) exercising all the shareholder’s rights and shareholder’s voting rights I am entitled to under the laws of China and Zhuanzhuan’s Articles of Association, including but not limited to the sale or transfer or pledge or disposition of My Shareholding in part or in whole; and 3) serving as my authorized representative to designate and appoint on behalf of myself the legal representative, the directors, supervisors, the chief executive officer and other senior management members of Zhuanzhuan.
Without limiting the generality of the powers granted hereunder, WFOE shall have the power and authority to, on behalf of myself, execute all the documents I shall sign as stipulated in the Exclusive Option Agreement entered into by and among WFOE, Zhuanzhuan and me on February 11, 2018 and the Equity Pledge Agreement entered into by and among WFOE, Zhuanzhuan and me on February 11, 2018 (including any modification, amendment and restatement thereto, collectively the “Transaction Documents”), and perform the terms of the Transaction Documents.
All the actions associated with My Shareholding conducted by WFOE shall be deemed as my own actions, and all the documents related to My Shareholding executed by WFOE shall be deemed to be executed by me. I hereby acknowledge and ratify those actions and/or documents by WFOE.
WFOE is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and without giving prior notice to me or obtaining my consent. If required by PRC laws, WFOE shall designate a PRC citizen to exercise the aforementioned rights.
During the period that I am a shareholder of Zhuanzhuant, this Power of Attorney shall be irrevocable and continuously effective and valid from the date of execution of this Power of Attorney.
During the term of this Power of Attorney, I hereby waive all the rights associated with My Shareholding, which have been authorized to WFOE through this Power of Attorney, and shall not exercise such rights by myself. For the avoidance of any doubt, the performance of the authorized matters hereunder by the authorized entity shall be subject to applicable laws and regulations of PRC.
[The Remainder of this page is intentionally left blank]
C:
[Signature page of Power of Attnorney]
Huang Wei | ||
Signature: | /s/ Huang Wei |
C:
SIGNATURE PAGE
[Signature page of Power of Attnorney]
Accepted by | ||
Tianjin Zhuanzhuan World Technology Co., Ltd. (Seal) | ||
By: | /s/ Yao Jinbo | |
Name: | ||
Title: | ||
Acknowledged by: | ||
Beijing Zhuanzhuan Spirit Technology Co., Ltd. (Seal) | ||
By: | /s/ Yao Jinbo | |
Name: | ||
Title: |
C:
SIGNATURE PAGE
We, Linzhi Lichuang Information Technology Co., Ltd., a limited liability company, organized and existing under the laws of the PRC with unified social credit code No.: 91540400MA6T10ME4F, and a holder of 24.70% of the entire registered capital in Beijing Zhuanzhuan Spirit Technology Co., Ltd. (“Zhuanzhuan”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize Tianjin Zhuanzhuan World Technology Co., Ltd. (“WFOE”) to exercise the following rights relating to all equity interests held by us now and in the future in Zhuanzhuan (“Our Shareholding”) during the term of this Power of Attorney:
WFOE is hereby authorized to act on behalf of us as our exclusive agent and attorney with respect to all matters concerning Our Shareholding, including without limitation to: 1) attending shareholders’ meetings of Zhuanzhuan; 2) exercising all the shareholder’s rights and shareholder’s voting rights we are entitled to under the laws of China and Zhuanzhuan’s Articles of Association, including but not limited to the sale or transfer or pledge or disposition of Our Shareholding in part or in whole; and 3) serving as our authorized representative to designate and appoint the legal representative, the directors, supervisors, the chief executive officer and other senior management members of Zhuanzhuan.
Without limiting the generality of the powers granted hereunder, WFOE shall have the power and authority to, on behalf of us, execute all the documents we shall sign as stipulated in the Exclusive Option Agreement entered into by and among WFOE, Zhuanzhuan and us on February 11, 2018 and the Equity Pledge Agreement entered into by and among WFOE, Zhuanzhuan and us on February 11, 2018 (including any modification, amendment and restatement thereto, collectively the “Transaction Documents”), and perform the terms of the Transaction Documents.
All the actions associated with Our Shareholding conducted by WFOE shall be deemed as our own actions, and all the documents related to Our Shareholding executed by WFOE shall be deemed to be executed by us. We hereby acknowledge and ratify those actions and/or documents by WFOE.
WFOE is entitled to re-authorize or assign its rights related to the aforesaid matters to any other person or entity at its own discretion and without giving prior notice to us or obtaining our consent. If required by PRC laws, WFOE shall designate a PRC citizen to exercise the aforementioned rights.
During the period that we are a shareholder of Zhuanzhuan, this Power of Attorney shall be irrevocable and continuously effective and valid from the date of execution of this Power of Attorney.
During the term of this Power of Attorney, we hereby waive all the rights associated with Our Shareholding, which have been authorized to WFOE through this Power of Attorney, and shall not exercise such rights by ourselves. For the avoidance of any doubt, the performance of the authorized matters hereunder by the authorized entity shall be subject to applicable laws and regulations of PRC.
[The Remainder of this page is intentionally left blank]
C:
[Signature page of Power of Attnorney]
Linzhi Lichuang Information Technology Co., Ltd. (Seal)
By: | /s/ Seal of Linzhi Lichuang Information Technology Co., Ltd. | |
Name: | ||
Title: |
C:
SIGNATURE PAGE
[Signature page of Power of Attnorney]
Accepted by | ||
Tianjin Zhuanzhuan World Technology Co., Ltd. (Seal) | ||
By: | /s/ Yao Jinbo | |
Name: | ||
Title: | ||
Acknowledged by: | ||
Beijing Zhuanzhuan Spirit Technology Co., Ltd. (Seal) | ||
By: | /s/ Yao Jinbo | |
Name: | ||
Title: |
C:
SIGNATURE PAGE
This ‘20-F’ Filing | Date | Other Filings | ||
---|---|---|---|---|
Filed on: | 4/30/18 | |||
2/11/18 | ||||
For Period end: | 12/31/17 | 20-F/A | ||
List all Filings |