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58.com Inc. – ‘20-F’ for 12/31/17 – ‘EX-4.32’

On:  Monday, 4/30/18, at 9:30am ET   ·   For:  12/31/17   ·   Accession #:  1144204-18-23487   ·   File #:  1-36140

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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

Annual Report by a Foreign Non-Canadian Issuer   —   Form 20-F   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

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  


‘EX-4.32’   —   Instrument Defining the Rights of Security Holders


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



 

Exhibit 4.32

 

Power of Attorney

 

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

 

  

Power of Attorney

 

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

 

 

Power of Attorney

 

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

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘20-F’ Filing    Date    Other Filings
Filed on:4/30/18
2/11/18
For Period end:12/31/1720-F/A
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