0000950142-20-001307.txt : 20200501 0000950142-20-001307.hdr.sgml : 20200501 20200501172907 ACCESSION NUMBER: 0000950142-20-001307 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20200501 DATE AS OF CHANGE: 20200501 GROUP MEMBERS: GAP (BERMUDA) LTD GROUP MEMBERS: GAP COINVESTMENTS CDA, L.P. GROUP MEMBERS: GAP COINVESTMENTS III, LLC GROUP MEMBERS: GAP COINVESTMENTS IV, LLC GROUP MEMBERS: GAP COINVESTMENTS V, LLC GROUP MEMBERS: GENERAL ATLANTIC GENPAR (BERMUDA), L.P. GROUP MEMBERS: GENERAL ATLANTIC LLC GROUP MEMBERS: GENERAL ATLANTIC PARTNERS (BERMUDA) III, L.P. GROUP MEMBERS: GENERAL ATLANTIC PARTNERS (BERMUDA) IV, L.P. GROUP MEMBERS: GENERAL ATLANTIC SINGAPORE 58 PTE. LTD. GROUP MEMBERS: GENERAL ATLANTIC SINGAPORE FUND PTE. LTD. GROUP MEMBERS: GENERAL ATLANTIC SINGAPORE INTERHOLDCO LTD. 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87683 FILM NUMBER: 20841997 BUSINESS ADDRESS: STREET 1: BUILDING 105, 10 JIUXIANQIAO NORTH RD STREET 2: JIA, CHAOYANG DISTRICT CITY: Beijing STATE: F4 ZIP: 100015 BUSINESS PHONE: (86 10) 5796-08888 MAIL ADDRESS: STREET 1: BUILDING 105, 10 JIUXIANQIAO NORTH RD STREET 2: JIA, CHAOYANG DISTRICT CITY: Beijing STATE: F4 ZIP: 100015 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ATLANTIC LLC CENTRAL INDEX KEY: 0001017645 IRS NUMBER: 133503735 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 55 EAST 52ND STREET STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 BUSINESS PHONE: 212 715 4000 MAIL ADDRESS: STREET 1: 55 EAST 52ND STREET STREET 2: 33RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10055 FORMER COMPANY: FORMER CONFORMED NAME: GENERAL ATLANTIC PARTNERS LLC DATE OF NAME CHANGE: 19960626 SC 13D/A 1 eh2000721_13da1-58com.htm AMENDMENT NO.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

58.com Inc.

(Name of Issuer)

Class A ordinary shares, par value $0.00001 per share

(Title of Class of Securities)

31680Q104**

(CUSIP Number)

Michael Gosk

c/o General Atlantic Service Company, L.P.

55 East 52^nd Street, 33^rd Floor

New York, New York 10055

(212) 715-4000

(Name, Address and Telephone Number of Person Authorized to Receive Notices

and Communications)

April 30, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box [ ].

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d- 1(a) for other parties to whom copies are to be sent.

*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 disclosures provided in a prior cover page.

** This CUSIP applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing two Class A ordinary shares, par value $0.0001 per share. No CUSIP has been assigned to the Class A ordinary shares.

The information required on 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 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

CUSIP No. 31680Q104

SCHEDULE 13D

Page 2 of 19

1	NAME OF REPORTING PERSON General Atlantic Singapore 58 Pte. Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Singapore

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER None
	8	SHARED VOTING POWER 7,150,000
	9	SOLE DISPOSITIVE POWER None
	10	SHARED DISPOSITIVE POWER 7,150,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,150,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 31680Q104

SCHEDULE 13D

Page 3 of 19

1	NAME OF REPORTING PERSON General Atlantic Singapore Fund Pte. Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Singapore

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER None
	8	SHARED VOTING POWER 7,150,000
	9	SOLE DISPOSITIVE POWER None
	10	SHARED DISPOSITIVE POWER 7,150,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,150,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 31680Q104

SCHEDULE 13D

Page 4 of 19

1	NAME OF REPORTING PERSON General Atlantic Singapore Interholdco Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER None
	8	SHARED VOTING POWER 7,150,000
	9	SOLE DISPOSITIVE POWER None
	10	SHARED DISPOSITIVE POWER 7,150,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,150,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 31680Q104

SCHEDULE 13D

Page 5 of 19

1	NAME OF REPORTING PERSON General Atlantic Partners (Bermuda) III, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER None
	8	SHARED VOTING POWER 7,150,000
	9	SOLE DISPOSITIVE POWER None
	10	SHARED DISPOSITIVE POWER 7,150,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,150,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 31680Q104

SCHEDULE 13D

Page 6 of 19

1	NAME OF REPORTING PERSON General Atlantic Partners (Bermuda) IV, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER None
	8	SHARED VOTING POWER 7,150,000
	9	SOLE DISPOSITIVE POWER None
	10	SHARED DISPOSITIVE POWER 7,150,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,150,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 31680Q104

SCHEDULE 13D

Page 7 of 19

1	NAME OF REPORTING PERSON General Atlantic GenPar (Bermuda), L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER None
	8	SHARED VOTING POWER 7,150,000
	9	SOLE DISPOSITIVE POWER None
	10	SHARED DISPOSITIVE POWER 7,150,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,150,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 31680Q104

SCHEDULE 13D

Page 8 of 19

1	NAME OF REPORTING PERSON GAP (Bermuda) Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Bermuda

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER None
	8	SHARED VOTING POWER 7,150,000
	9	SOLE DISPOSITIVE POWER None
	10	SHARED DISPOSITIVE POWER 7,150,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,150,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6%
14	TYPE OF REPORTING PERSON CO

CUSIP No. 31680Q104

SCHEDULE 13D

Page 9 of 19

1	NAME OF REPORTING PERSON General Atlantic LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER None
	8	SHARED VOTING POWER 7,150,000
	9	SOLE DISPOSITIVE POWER None
	10	SHARED DISPOSITIVE POWER 7,150,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,150,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 31680Q104

SCHEDULE 13D

Page 10 of 19

1	NAME OF REPORTING PERSON GAP Coinvestments III, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER None
	8	SHARED VOTING POWER 7,150,000
	9	SOLE DISPOSITIVE POWER None
	10	SHARED DISPOSITIVE POWER 7,150,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,150,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 31680Q104

SCHEDULE 13D

Page 11 of 19

1	NAME OF REPORTING PERSON GAP Coinvestments IV, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER None
	8	SHARED VOTING POWER 7,150,000
	9	SOLE DISPOSITIVE POWER None
	10	SHARED DISPOSITIVE POWER 7,150,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,150,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 31680Q104

SCHEDULE 13D

Page 12 of 19

1	NAME OF REPORTING PERSON GAP Coinvestments V, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER None
	8	SHARED VOTING POWER 7,150,000
	9	SOLE DISPOSITIVE POWER None
	10	SHARED DISPOSITIVE POWER 7,150,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,150,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6%
14	TYPE OF REPORTING PERSON OO

CUSIP No. 31680Q104

SCHEDULE 13D

Page 13 of 19

1	NAME OF REPORTING PERSON GAP Coinvestments CDA, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP	(a) ☒ (b) ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)	☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER None
	8	SHARED VOTING POWER 7,150,000
	9	SOLE DISPOSITIVE POWER None
	10	SHARED DISPOSITIVE POWER 7,150,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,150,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES	☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.6%
14	TYPE OF REPORTING PERSON PN

CUSIP No. 31680Q104

SCHEDULE 13D

Page 14 of 19

Item 1. Security and Issuer.

This Amendment No. 1 to Schedule 13D (as so amended, the “Statement”) is being filed to amend the Statement as originally filed with the Securities and Exchange Commission on June 23, 2017, and relates to the Class A ordinary shares, par value $0.00001 per share (the “Class A Ordinary Shares”) of 58.com Inc., a company incorporated under the laws of the Cayman Islands (the “Company”), whose principal executive offices are located at Building 105, 10 Jiuxianqiao North Road Jia, Chaoyang District, Beijing 100015, People’s Republic of China.

The Company’s American Depositary Shares (the “ADSs”), evidenced by American Depositary Receipts, each representing two Class A Ordinary Shares, are listed on the New York Stock Exchange under the symbol “WUBA.” The Reporting Persons (as defined below) directly own only ADSs and do not directly own any Class A Ordinary Shares.

Item 2. Identity and Background.

Item 2 is hereby amended and restated in its entirety as follows:

(a)-(c), (f) This Statement is being filed by a “group,” as defined in Rule 13d-5 of the General Rules and Regulations promulgated under the Exchange Act. The members of the group are:

(i)

General Atlantic Singapore 58 Pte. Ltd., a Singapore company (“GAS 58”);

(ii)

General Atlantic Singapore Fund Pte. Ltd., a Singapore company (“GASF”);

(iii)

General Atlantic Singapore Interholdco Ltd. (formerly known as General Atlantic Singapore Fund Interholdco Ltd.), a Bermuda exempted company (“GAS Interholdco”);

(iv)

General Atlantic Partners (Bermuda) III, L.P., a Bermuda exempted limited partnership (“GAP Bermuda III”);

(v)

General Atlantic Partners (Bermuda) IV, L.P., a Bermuda exempted limited partnership (“GAP Bermuda IV”);

(vi)

General Atlantic GenPar (Bermuda), L.P., a Bermuda exempted limited partnership (“GenPar Bermuda”);

(vii)

GAP (Bermuda) Limited, a Bermuda exempted company (“GAP (Bermuda) Limited”);

(viii)

General Atlantic LLC, a Delaware limited liability company (“GA LLC”);

(ix)

GAP Coinvestments III, LLC, a Delaware limited liability company (“GAPCO III”);

(x)

GAP Coinvestments IV, LLC, a Delaware limited liability company (“GAPCO IV”);

(xi)

GAP Coinvestments V, LLC, a Delaware limited liability company (“GAPCO V”); and

(xii)

GAP Coinvestments CDA, L.P., a Delaware limited partnership (“GAPCO CDA”).

Each of the foregoing is referred to as a Reporting Person and collectively as the “Reporting Persons.” GAP Bermuda III, GAP Bermuda IV, GAPCO III, GAPCO IV, GAPCO V and GAPCO CDA are collectively referred to as the “GA Funds.”

The principal address of each of the Reporting Persons (other than GAS 58 and GASF) is c/o General Atlantic Service Company, L.P., 55 East 52nd Street, 33rd Floor, New York, NY 10055. The principal address of each of GAS 58 and GASF is Asia Square Tower 1, 8 Marina View, #41-04, Singapore 018960.

Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for investment purposes.

GAS 58 is a wholly owned subsidiary of GASF. The majority shareholder of GASF is GAS Interholdco. The members of GAS Interholdco that share beneficial ownership of the ADSs held of record by GASF are the GA Funds. The general partner of GAP Bermuda III and GAP Bermuda IV is GenPar Bermuda, and the general partner of GenPar Bermuda is GAP (Bermuda) Limited. GA LLC is the managing member of GAPCO III, GAPCO IV and GAPCO V and the general partner of GAPCO CDA. There are eight members of the management committee of GA LLC (the “GA Management Committee”) as of the date hereof. The members of the GA Management Committee are also the members of the management committee of GAP (Bermuda) Limited. Each of the members of the GA Management Committee disclaims ownership of the ADSs except to the extent he or she has a pecuniary interest therein. The information required by General Instruction C to Schedule 13D is attached hereto as Schedule A and is hereby incorporated by reference. The present principal occupation or employment of each of the members of the GA Management Committee is as a managing director of GA LLC. The present principal occupation or employment of each of the directors of GASF and GAS Interholdco is set forth on Schedule A.

CUSIP No. 31680Q104

SCHEDULE 13D

Page 15 of 19

(d)-(e) None of the Reporting Persons and none of the individuals listed on Schedule A have, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is amended by adding the following:

This Statement is not being made as a result of any particular acquisition or disposition of ADSs by the Reporting Persons.

The descriptions of the Exclusivity Letter (as defined below) and the Updated Proposal (as defined below) under Item 4 is incorporated herein by reference in their entirety.

Item 4. Purpose of Transaction.

Item 4 is amended and replaced with the following:

The Reporting Persons acquired the ADSs reported herein between June 8, 2017 and June 30, 2017 for investment purposes. The Reporting Persons expect that they will, from time to time, review their investment position in the ADSs or the Company and may, depending on the Company’s performance and other market conditions, increase or decrease their investment position in the ADSs or the Class A Ordinary Shares. The Reporting Persons may, from time to time, and subject to the agreements disclosed in Item 4 and Item 6 below, make additional purchases of ADSs or Class A Ordinary Shares either in the open market or in privately-negotiated transactions, depending upon the Reporting Persons’ evaluation of the Company’s business, prospects and financial condition, the market for the ADSs or the Class A Ordinary Shares, other opportunities available to the Reporting Persons, general economic conditions, stock market conditions and other factors. Depending upon the factors noted above, the Reporting Persons may also decide, subject to the agreements disclosed in Item 4 and Item 6 below, to hold or dispose of all or part of their investments in the ADSs or Class A Ordinary Shares and/or enter into derivative transactions with institutional counterparties with respect to the Company’s securities, including the ADSs or Class A Ordinary Shares.

On April 30, 2020 GASF, Mr. Jinbo Yao (the “Founder”), Warburg Pincus Asia LLC, and Ocean Link Partners Limited (collectively, the “Initial Consortium Members”), entered into an Exclusivity Letter (the “Exclusivity Letter”) pursuant to which the Initial Consortium Members agreed, to (a) submit the Updated Proposal, (b) act in good faith to pursue the Proposed Transaction in accordance with that Consortium Agreement (as defined below) and (c) during the period of ninety (90) calendar days after the date of the Exclusivity Letter to use their good faith efforts to enter into an agreement (the “Consortium Agreement”), along with any other parties thereto, to deal exclusively with each other in pursuing the Proposed Transaction (as defined below) and to cooperate and participate in the negotiation of the terms of definitive documentation in connection with the Proposed Transaction. A copy of the Exclusivity Letter is attached hereto as Exhibit 99.2, and incorporated by reference herein in its entirety.

On April 30, 2020, GASF and the other Initial Consortium Members delivered a proposal to the Company (the “Updated Proposal”) expressing their interest in participating in the transaction initially proposed by Ocean Link Partners Limited in the preliminary non-binding proposal letter dated April 2, 2020 (which is included as Exhibit A to Exhibit 99.1 of the Form 6-K filed by the Company on April 3, 2020), to acquire all of the outstanding ordinary shares of the Company, including Class A Ordinary Shares represented by ADSs, for US$27.50 in cash per Class A Ordinary Share or Class B Ordinary Shares, or US$55.00 in cash per ADS (in each case other than those ADSs or ordinary shares that may be rolled over in connection with the proposed transaction) (the “Proposed Transaction”). Neither the Company nor GASF is obligated to complete the Proposed Transaction, and a binding commitment with respect to the Proposed Transaction will result only from the execution of definitive documents, and then will be on the terms provided in such documentation. A copy of the Updated Proposal is attached hereto as Exhibit 99.3, and incorporated by reference herein in its entirety.

If the Proposed Transaction is completed, the Company’s ADSs will be delisted from the New York Stock Exchange, and the Company’s obligation to file periodic reports under the Exchange Act will terminate. In addition, the consummation of the Proposed Transaction could result in one or more of the actions specified in Item 4(a)-(j) of Schedule 13D, including the acquisition or disposition of securities of the Company, a merger or other extraordinary transaction involving the Company, a change to the board of directors of the Company (as the surviving company in the merger), and a change in the Company’s memorandum and articles of association to reflect that the Company would become a privately held company.

CUSIP No. 31680Q104

SCHEDULE 13D

Page 16 of 19

Except as set forth in this Item 4 or Item 6 below, the Reporting Persons have no present plans or proposals that relate to, or that would result in, any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Exchange Act.

Item 5. Interest in Securities of the Issuer.

Item 5 is hereby amended and replaced with the following:

(a) As of the date hereof, each of the Reporting Persons may be deemed to beneficially own 7,150,000 ADSs representing 14,300,000 underlying Class A Ordinary Shares, or approximately 5.6% of the Company’s issued and outstanding Class A Ordinary Shares based on 254,496,649 Class A Ordinary Shares issued and outstanding as of March 31, 2020, as reported in the Company’s Annual Report on Form 20-F, filed with the U.S. Securities and Exchange Commission on April 29, 2020 (the “Form 20-F”).

By virtue of the fact that (i) GAS 58 is a wholly owned subsidiary of GASF, (ii) GAS Interholdco owns a majority of GASF’s voting shares, (iii) the GA Funds contributed the capital to GAS Interholdco to fund GASF’s purchases of the ADSs and may direct GAS Interholdco with respect to its shares of GASF, (iv) GAP (Bermuda) Limited is the general partner of GenPar Bermuda and GenPar Bermuda is the general partner of GAP Bermuda III and GAP Bermuda IV, (v) GA LLC is the managing member of GAPCO III, GAPCO IV and GAPCO V, and is the general partner of GAPCO CDA and (vi) the members of the GA Management Committee control the investment decisions of GAP (Bermuda) Limited and GA LLC, the Reporting Persons may be deemed to have the power to vote and direct the disposition of the ADSs owned of record by GAS 58. As a result, as of the date hereof, each of the Reporting Persons may be deemed to beneficially own an aggregate of 7,150,000 ADSs, representing 14,300,000 underlying Class A Ordinary Shares, calculated on the basis of the number of Class A Ordinary Shares that may be acquired by the Reporting Persons within 60 days, or 5.6% of the Company’s issued and outstanding Class A Ordinary Shares.

By virtue of submitting the Updated Proposal, the Reporting Persons may be deemed to be members of a “group” with other Initial Consortium Members that own Class A Ordinary Shares or Class B Ordinary Shares pursuant to Section 13(d) of the Exchange Act as a result of entering into the Exclusivity Letter. However, each Reporting Person expressly disclaims beneficial ownership of the Class A Ordinary Shares and Class B Ordinary Shares beneficially owned by any other reporting person(s) or other Initial Consortium Members. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons beneficially owns any Class A Ordinary Shares or any Class B Ordinary Shares of the Company that are beneficially owned by any other reporting person(s) or other Initial Consortium Members. The Reporting Persons are only responsible for the information contained in this Statement and assume no responsibility for information contained in any other Schedules 13D filed by any other reporting person(s) or other Initial Consortium Members.

Based on the Form 20-F, the Founder beneficially owns 1,008,514 Class A Ordinary Shares and 29,590,120 Class B Ordinary Shares, which represents approximately 10.2% of the total number of ordinary shares (including the number of ordinary shares underlying share incentive awards exercisable by the Founder within 60 days of March 31, 2020) reported to be outstanding in the Form 20-F, and voting power of approximately 42.0%.

Accordingly, in the aggregate, the Reporting Persons and other Initial Consortium Members may be deemed to beneficially own 15,308,514 Class A Ordinary Shares and 29,590,120 Class B Ordinary Shares, which, in accordance with Rule 13d-3(d)(1)(i), represents approximately 15.8% of the total number of Class A Ordinary Shares (including the number of Class B Ordinary Shares owned by the Founder treated as converted into Class A Ordinary Shares) reported to be outstanding in the Form 20-F.

(b) Each of the Reporting Persons has the shared power to vote or direct the vote and the shared power to dispose or to direct the disposition of the 14,300,000 Class A Ordinary Shares that may be deemed to be beneficially owned by each of them.

(c) To the knowledge of the Reporting Persons with respect to the persons named in response to Item 5(a), none of the persons named in response to Item 5(a) has effected any transactions in the Class A Ordinary Shares during the past 60 days.

(d) No person other than the persons listed is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by any member of the group.

(e) Not applicable

CUSIP No. 31680Q104

SCHEDULE 13D

Page 17 of 19

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Issuer.

Item 6 is hereby amended and replaced with the following:

The information disclosed under Item 4 above is hereby incorporated by reference into this Item 6.

Please see Item 5(a), which is hereby incorporated by reference. The GA Funds and the members of the GA Management Committee may, from time to time, consult among themselves and coordinate the voting and disposition of ADSs held of record by GASF as well as such other action taken on behalf of the Reporting Persons with respect to the ADSs held by the Reporting Persons as they deem to be in the collective interest of the Reporting Persons.

The Reporting Persons entered into a Joint Filing Agreement on June 23, 2017 (the “Joint Filing Agreement”), pursuant to which they have agreed to file this Statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Exchange Act. A copy of the Joint Filing Agreement is attached hereto as Exhibit 99.1.

On April 30, 2020, GASF and the other Initial Consortium Members entered into an Exclusivity Letter described in Item 4 of this Statement, and which is attached hereto as Exhibit 99.2.

On April 30, 2020, GASF and the other Initial Consortium Members delivered to the Company the Updated Proposal described in Item 4 of this Statement, and which is attached hereto as Exhibit 99.3.

Except as described above or elsewhere in this Statement or incorporated by reference in this Statement, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons or, to the best of their knowledge, any of the persons named in Schedule A hereto and any other person with respect to any securities of the Company, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or losses, or the giving or withholding of proxies.

Item 7. Materials to be Filed as Exhibits.

Exhibit 99.1	Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the Exchange Act (previously filed).

Exhibit 99.2	Exclusivity Letter, dated April 30.2020.

Exhibit 99.3	Updated Proposal, dated April 30, 2020.

CUSIP No. 31680Q104

SCHEDULE 13D

Page 18 of 19

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: May 1, 2020.

GENERAL ATLANTIC SINGAPORE 58 PTE. LTD.

By:	/s/ Ong Yu Huat
	Name:	Ong Yu Huat
	Title:	Director


GENERAL ATLANTIC SINGAPORE FUND PTE. LTD.

By:	/s/ Ong Yu Huat
	Name:	Ong Yu Huat
	Title:	Director


GENERAL ATLANTIC SINGAPORE INTERHOLDCO LTD.

By:	/s/ Michael Gosk
	Name:	Michael Gosk
	Title:	Director

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/ Michael Gosk
	Name:	Michael Gosk
	Title:	Managing Director

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/ Michael Gosk
	Name:	Michael Gosk
	Title:	Managing Director

GENERAL ATLANTIC GENPAR (BERMUDA), L.P.

By:	GAP (Bermuda) Limited, its General Partner

By:	/s/ Michael Gosk
	Name:	Michael Gosk
	Title:	Managing Director


GAP (BERMUDA) LIMITED

By:	/s/ Michael Gosk
	Name:	Michael Gosk
	Title:	Managing Director


GENERAL ATLANTIC LLC

By:	/s/ Michael Gosk
	Name:	Michael Gosk
	Title:	Managing Director

CUSIP No. 31680Q104

SCHEDULE 13D

Page 19 of 19

GAP COINVESTMENTS III, LLC

By:	General Atlantic LLC, its Managing Member

By:	/s/ Michael Gosk
	Name:	Michael Gosk
	Title:	Managing Director


GAP COINVESTMENTS IV, LLC

By:	General Atlantic LLC, its Managing Member

By:	/s/ Michael Gosk
	Name:	Michael Gosk
	Title:	Managing Director


GAP COINVESTMENTS V, LLC

By:	General Atlantic LLC, its Managing Member

By:	/s/ Michael Gosk
	Name:	Michael Gosk
	Title:	Managing Director


GAP COINVESTMENTS CDA, L.P.

By:	General Atlantic LLC., its General Partner

By:	/s/ Michael Gosk
	Name:	Michael Gosk
	Title:	Managing Director

SCHEDULE A

Members of the GA Management Committee (as of the date hereof)

Name	Business Address	Citizenship
William E. Ford (Chief Executive Officer)	55 East 52nd Street 33rd Floor New York, New York 10055	United States
Gabriel Caillaux	23 Savile Row London W1S 2ET United Kingdom	France
Andrew Crawford	55 East 52nd Street 33rd Floor New York, New York 10055	United States
Martin Escobari	55 East 52nd Street 33rd Floor New York, New York 10055	Bolivia and Brazil
Anton J. Levy	55 East 52nd Street 33rd Floor New York, New York 10055	United States
Sandeep Naik	Level 19, Birla Aurora Dr. Annie Besant Road Worli, Mumbai 400 030 India	United States
Graves Tompkins	55 East 52nd Street 33rd Floor New York, New York 10055	United States
Robbert Vorhoff	55 East 52nd Street 33rd Floor New York, New York 10055	United States

Directors of General Atlantic Singapore 58 Pte. Ltd.

(as of the date hereof)

Name	Business Address	Citizenship
Ong Yu Huat	Asia Square Tower 1 8 Marina View, #41-04 Singapore 018960	Malaysia
Izkandar Edward Heylett	Asia Square Tower 1 8 Marina View, #41-04 Singapore 018960	Malaysia

Directors of General Atlantic Singapore Fund Pte. Ltd.

(as of the date hereof)

Name	Business Address	Citizenship
Ong Yu Huat	Asia Square Tower 1 8 Marina View, #41-04 Singapore 018960	Malaysia
Izkandar Edward Heylett	Asia Square Tower 1 8 Marina View, #41-04 Singapore 018960	Malaysia

Directors of General Atlantic Singapore Interholdco Ltd.

(as of the date hereof)

Name	Business Address	Citizenship
J. Frank Brown	55 East 52nd Street 33rd Floor New York, New York 10055	United States
Michael Gosk	55 East 52nd Street 33rd Floor New York, New York 10055	United States
Christopher G. Lanning	55 East 52nd Street 33rd Floor New York, New York 10055	United States

EX-99.2 2 eh2000721_ex9902.htm EXHIBIT 99.2

EXHIBIT 99.2

EXCLUSIVITY LETTER

This EXCLUSIVITY LETTER, dated as of April 30, 2020 (this “Letter”), is made by and among Mr. Jinbo Yao (the “Founder”), Warburg Pincus Asia LLC, a company formed and existing under the laws of Delaware (together with its affiliated investment entities, “Warburg Pincus”), General Atlantic Singapore Fund Pte. Ltd., a company incorporated and existing under the laws of Singapore (together with its affiliated investment entities, “General Atlantic,”), and Ocean Link Partners Limited, a company incorporated and existing under the laws of the Cayman Islands (together with its affiliated investment entities, “Ocean Link”, and together with the Founder, Warburg Pincus, and General Atlantic, collectively, the “Initial Consortium Members”). Each of the Initial Consortium Members is also referred to herein as a “Party,” and collectively, the “Parties.” Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in Section 6.1 hereof.

WHEREAS, the Parties propose to undertake an acquisition transaction (the “Transaction”) with respect to 58.com Inc., a company incorporated under the laws of the Cayman Islands and listed on the New York Stock Exchange (“NYSE”) (the “Company”), pursuant to which the Parties or their Affiliates will acquire all of the outstanding Company Shares not already beneficially owned by the Parties or any of their Affiliates, and the Company would be delisted from the NYSE and deregistered under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

WHEREAS, on April 2, 2020, Ocean Link submitted a preliminary non-binding proposal letter to the board of directors of the Company (the “Company Board”) in connection with the Transaction, and the Initial Consortium Members wish to, on or about the date hereof, submit an updated proposal letter to the Company Board in substantially the form attached as Schedule A hereto (the “Proposal”).

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual agreements and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1.	Proposal and Consortium Agreement; Participation

1.1 Proposal and Consortium Agreement. The Initial Consortium Members shall jointly submit the Proposal to the Company Board on or about the date hereof, and shall use their respective good faith efforts to enter into the Consortium Agreement as soon as possible but in any event within the Exclusivity Period (as defined in Section 2.1).

1.2 Participation. The Parties agree to act in good faith to pursue the Transaction as a consortium based on the terms to be set out in the Consortium Agreement.

2.	Exclusivity

2.1 Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (i) the date which is ninety (90) calendar days after the date of this Letter, which may be extended as jointly agreed by all Initial Consortium Members in writing, and (ii) the execution of the Consortium Agreement (the “Exclusivity Period”), each Party agrees that such Party shall (and shall cause his, her or its Affiliates to):

(a) work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Company and its business, (ii) conduct negotiations with the Company; and (iii) prepare, negotiate and finalize the definitive documents in connection with the Transaction; and

(b) not, and shall not permit his, her or its Affiliates, directly or indirectly, to (i) propose an Alternative Transaction, or seek, solicit, initiate, induce, facilitate or encourage (including by way of furnishing any

non-public information concerning the Company) inquiries or proposals concerning, or participate in any discussions, negotiations, communications or other activities with any person (other than the other Parties) concerning, or enter into or agree to an Alternative Transaction; (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue an Alternative Transaction; (iii) finance or offer to finance any Alternative Transaction, including by offering any equity or debt finance, or contribution of Company Shares or other securities in the Company or provision of a voting agreement, in support of any Alternative Transaction; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is inconsistent with the provisions of this Letter or the Transaction as contemplated by this Letter; or (v) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.1(b)(i) to Section 2.1(b)(iv).

Notwithstanding the foregoing provisions of this Section 2.1, to the extent the Company specifically requests that the Founder or a Representative of General Atlantic on the Company Board cooperate in respect of a bona fide written Alternative Transaction that was not made, sought, initiated, solicited, encouraged, induced, facilitated or joined by the Founder or General Atlantic, respectively, and the Founder (solely in his capacity as the chairman of the Company Board or a member of the Company Board, and not in his capacity as a shareholder) or such Representative of General Atlantic (solely in his or her capacity a member of the Company Board, and not in his or her capacity as a Representative of a shareholder) determines, based on the written advice of Cayman Islands counsel to the Consortium, that the Founder or such Representative of General Atlantic, respectively, is obligated in such capacity to cooperate with the Company in order to comply with his or her respective fiduciary duties under Cayman Islands law, the Founder or such Representative of General Atlantic may provide such cooperation but only to the extent required to comply with such fiduciary duties in such capacity.

3.	Termination

3.1 Termination.

(a) Subject to Section 3.2(a), this Letter shall terminate with respect to all Parties at any time upon a written agreement among all Parties.

(b) Subject to Section 3.2(a), this Letter shall terminate automatically and without any further action on the part of any Party upon (1) the expiration (including any extensions thereof pursuant to a written agreement among all Parties) of the Exclusivity Period, (2) the formal rejection of the Proposal by the special committee established by the Company’s board of directors or (3) the execution of the Consortium Agreement.

3.2 Effect of Termination3.3.

(a) Upon termination of this Letter pursuant to Section 3.1, Article 3 (Termination), Section 4.2 (Confidentiality) and Article 5 (Miscellaneous) shall continue to bind the Parties.

(b) Other than the obligations as set forth in Section 3.2(b) and any liability for failure to comply with the terms of this Letter prior to its termination which shall survive such termination, the Parties shall not otherwise be liable to each other in relation to this Letter after termination.

4.	Announcements and Confidentiality

4.1 Announcements. No announcements or other statement regarding the subject matter of this Letter shall be issued or made by any Party either to the Company (including the Company Board) or to the public without the prior written consent of the other Parties, which consent shall not be unreasonably withheld, delayed or conditioned, except to the extent that any such announcements are required by applicable laws, a court of competent jurisdiction, a regulatory body or international stock exchange, and then only after the form and terms of such

disclosure have been notified to the other Parties and the other Parties have had a reasonable opportunity to comment thereon, in each case to the extent reasonably practicable. Notwithstanding the foregoing, each Party may make any Schedule 13D filings, or amendments thereto, in respect of the Company that such Party reasonably believes is required under applicable law without the prior written consent of the other Parties provided that each such Party shall coordinate with the other Parties in good faith regarding the content and timing of such filings or amendments in connection with the Transaction.

4.2 Confidentiality. Except as permitted under Section 4.3 or this Section 4.2, each Party (the “Recipient”) shall not, and shall direct his, her or its Affiliates and the Representatives of the foregoing not to, without the prior written consent of another Party (the “Discloser”), disclose any Confidential Information obtained from the Discloser to any other person. The Recipient may disclose any Confidential Information to any of his, her or its Affiliates or any of the Representatives of the foregoing who are engaged in pursuing or evaluating the Transaction and whose knowledge of such information is reasonably necessary for such purpose and who (prior to such disclosure) agree with the Recipient to maintain the confidentiality of such Confidential Information as set out herein or are otherwise bound by applicable law or rules of professional conduct to keep such information confidential; provided that, subject to Section 4.3, no Recipient may disclose any Confidential Information to any equity or debt financing source (other than any Affiliate of such Recipient or any limited partner of any such Affiliate) without the prior written consent of the other Parties. Each Party shall not and shall direct his, her or its Affiliates and the Representatives of the foregoing to whom Confidential Information is disclosed not to, use any Confidential Information for any purpose other than exclusively for the purposes of this Letter or the Transaction.

4.3 Permitted Disclosures. A Party may make disclosures (a) if required by applicable laws or the rules and regulations of any securities exchange or Governmental Authority of competent jurisdiction over a Party, but only after the form and terms of such disclosure have been notified to the other Parties and the other Parties have had a reasonable opportunity to comment thereon, in each case to the extent legally permissible and reasonably practicable; or (b) if the information is publicly available other than through a breach of this Letter by such Party, any of his, her or its Affiliates or any of the Representatives of the foregoing.

5.	Miscellaneous

5.1 Entire Agreement. This Letter constitutes the entire agreement between the Parties and supersedes any previous oral or written agreements or arrangements among them or between any of them relating to its subject matter.

5.2 Counterparts. This Letter may be executed in counterparts and all counterparts taken together shall constitute one document.

5.3 Governing Law. This Letter shall be governed by, and construed in accordance with, the laws of the State of New York without regard to the conflicts of law principles thereof.

5.4 Dispute Resolution. Any disputes, actions and proceedings against any Party or arising out of or in any way relating to this Letter shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time and as may be amended by this Section 5.4.

6.	Definitions and Interpretations

6.1 Definitions. In this Letter, unless the context requires otherwise:

“ADSs” means the Company’s American Depository Shares, each representing two Class A ordinary shares, par value US$0.00001 per share, of the Company.

“Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 under the Exchange Act; including, for the avoidance of doubt, any affiliated investment funds of such Party or any investment vehicles of such Party or such funds; provided, however, that with respect only to Parties that are a private equity, sovereign or other funds in the business of making investments in portfolio companies managed independently, including without limitation Warburg Pincus, General Atlantic and Ocean Link, no portfolio company of any such Party or its Affiliate (including portfolio company of any affiliated investment fund or investment vehicle of such Party or such funds) shall be deemed to be an Affiliate of such Party.

“Alternative Transaction” means any inquiry, proposal or offer from any person (other than the Consortium) relating to (i) any direct or indirect acquisition or purchase of any capital stock or other equity interest representing a controlling interest in the Company, or a merger, consolidation or other business combination transaction involving a change of control of the Company or any of its material subsidiaries, material variable interest entities or subsidiaries thereto or (ii) a transfer, sale or lease of all or substantially all of the assets of the Company or any of its material subsidiaries, material variable interest entities or subsidiaries thereto that are used or have been used in the conduct of their respective businesses.

“Company Shares” means, collectively, the Class A ordinary shares, par value US$0.00001 per share, and the Class B ordinary shares, par value US$0.00001 per share, issued by the Company including such shares represented by the ADSs.

“Confidential Information” includes (a) all written, oral or other information obtained in confidence by one Party from any other Party in connection with this Letter, the Proposal or the Transaction, unless such information (w) is already or becomes known to the receiving Party prior to the disclosure thereof by the disclosing Party, (x) is provided to the receiving Party by a third party which is not known by such receiving Party to be bound by a duty of confidentiality to the disclosing Party, (y) is or becomes publicly available other than through a breach of this Letter by such receiving Party, or (z) is developed independently by or for the receiving Party without using any Confidential Information, and (b) the existence or terms of, and any negotiations or discussions relating to, this Letter, the Proposal and any definitive documentation in respect of the Transaction.

“Consortium” means the consortium formed by the Parties to undertake the Transaction.

“Consortium Agreement” means a consortium agreement to be negotiated and entered into by and among the Initial Consortium Members and any additional parties thereto to deal exclusively with each other in pursuing the Transaction and to cooperate and participate in, among others, the negotiation of the terms of definitive documentation in connection with the Transaction.

“Governmental Authority” means any nation or government, any agency, self-regulatory body, public, regulatory or taxing authority, instrumentality, department, commission, court, arbitrator, ministry, tribunal or board of any nation or government or political subdivision thereof, in each case, whether foreign or domestic and whether national, supranational, federal, provincial, state, regional, local or municipal.

“Representative” of a person means that person’s officers, directors, employees, accountants, counsel, financial advisors, consultants, other advisors, general partners and limited partners.

[Signatures begin on next page]

IN WITNESS WHEREOF, the Parties have caused this Letter to be executed and delivered as of the date first written above.

Jinbo Yao
/s/ Jinbo Yao

Warburg Pincus Asia LLC By: Julian Cheng, Managing Director
/s/ Julian Cheng

General Atlantic Singapore Fund Pte. Ltd.
By: Ong Yu Huat, Director
/s/ Ong Yu Huat

Ocean Link Partners Limited By: Tony Tianyi Jiang, Partner
/s/ Tony Tianyi Jiang

EX-99.3 3 eh2000721_ex9903.htm EXHIBIT 99.3

EXHIBIT 99.3

Updated Preliminary Non-Binding Proposal to Acquire 58.com Inc.

April 30, 2020

The Board of Directors 58.com Inc.

Building 105, 10 JiuXianQiao North Road Jia Chaoyang District, Beijing 100015

The People’s Republic of China

Dear Board Members,

Reference is made to the preliminary non-binding proposal dated April 2, 2020 (the “Original Proposal”, as amended and updated by this letter and as may be further amended and updated from time to time, the “Proposal”) from Ocean Link Partners Limited (together with its affiliated investment entities, “Ocean Link”) to acquire all of the outstanding ordinary shares of 58.com Inc. (the “Company”) in a going private transaction (the “Transaction”).

We, Warburg Pincus Asia LLC (together with its affiliated investment entities, “Warburg Pincus”), General Atlantic Singapore Fund Pte. Ltd. (together with its affiliated investment entities, “General Atlantic”), Ocean Link, and Mr. Jinbo Yao, the Chief Executive Officer of the Company (collectively, the “Initial Consortium Members”), are pleased to update the Proposal to, among other things, inform you that we are forming a buyer consortium with respect to the proposed Transaction (the “Consortium”).

We believe that our Proposal provides an attractive opportunity for the Company’s shareholders. The Proposal represents a premium of approximately 17.8% to the closing price of the Company’s ADSs on the trading day immediately preceding the Original Proposal and a premium of 17.1% to the volume-weighted average closing price during the last 15 calendar days preceding the Original Proposal.

Set forth below are the updated primary terms of our Proposal:

1.	Consortium Members. The Initial Consortium Members have agreed to work exclusively with each other in pursuing the proposed Transaction. The Initial Consortium Members in the aggregate hold approximately 44.1% of the total voting power of the Company’s issued and outstanding shares.

2.	Purchase Price. We propose to acquire all of the outstanding ordinary shares of the Company and the American Depositary Shares of the Company (each, an “ADS”, representing two Class

A ordinary shares of the Company). The consideration payable for each ADS to be acquired will be US$55.00 in cash, or US$27.50 in cash per ordinary share (in each case other than those ADSs or ordinary shares that may be rolled over in connection with the proposed Transaction).

Funding. We intend to fund the Transaction with a combination of equity and debt financing, and we expect the commitments for the required funding, subject to the terms and conditions set forth in the equity and debt financing documents, to be in place when the definitive agreements for the Transaction (the “Definitive Agreements”) are signed. Equity financing will be provided by the Initial Consortium Members and additional members that may be admitted into the Consortium. We are confident of our ability to secure adequate financing for the Transaction in a timely manner.

Due Diligence. We, along with our advisors, are prepared to move expeditiously to carry out our due diligence on the Company. The Initial Consortium Members, together with our advisors, have significant experience in structuring and consummating transactions of this type and believe that we will be in a position to complete customary due diligence for the Transaction in a timely manner and in parallel with negotiation of the Definitive Agreements.

5.	Definitive Agreements. We are prepared to promptly negotiate and finalize the Definitive Agreements. These documents will provide for representations, warranties, covenants and conditions which are typical, customary and appropriate for transactions of this type.

Process. We believe that the Transaction will provide superior value to the Company’s shareholders. We understand that the Company’s Board of Directors has established a special committee (the “Special Committee”) comprised of independent directors to evaluate our Proposal and any alternative strategic option that the Company may pursue. We look forward to promptly engaging with the Special Committee and its advisors to discuss our Proposal.

In considering our Proposal, you should be aware that the Initial Consortium Members do not intend to sell their shares in the Company to any third party or support any competing bid to our Proposal while remaining a member of the Consortium.

About Warburg Pincus. Warburg Pincus is a leading global private equity firm focused on growth investing. Warburg Pincus has more than $54 billion in private equity assets under management. Warburg Pincus’ active portfolio of more than 185 companies is highly diversified by stage, sector, and geography. Warburg Pincus is an experienced partner to management teams seeking to build durable companies with sustainable value. Founded in 1966, Warburg Pincus has raised 19 private equity funds, which have invested more than $83 billion in over 895 companies in more than 40 countries. Warburg Pincus is headquartered in New York with offices in Amsterdam, Beijing, Berlin, Hong Kong, Houston, London, Luxembourg, Mumbai, Mauritius, San Francisco, São Paulo, Shanghai, and Singapore.

8.	About General Atlantic. General Atlantic is a leading global growth equity firm providing capital and strategic support for growth companies. Established in 1980, General Atlantic has

more than 180 investment professionals based in New York, Greenwich, Palo Alto, São Paulo, London, Munich, Mexico City, Beijing, Shanghai, Hong Kong, Mumbai, Singapore and Jakarta. General Atlantic combines a collaborative global approach, sector specific expertise, a long- term investment horizon and a deep understanding of growth drivers to partner with management teams to build exceptional businesses worldwide. General Atlantic has $37 billion in assets under management, and the firm’s unique capital base is comprised of long-term commitments primarily from wealthy families and large charitable foundations; this affords General Atlantic with flexibility in investment structures and time horizon, enabling a strong partnership approach with growth companies.

About Ocean Link. Ocean Link is a private equity firm with a focus on China’s consumer, travel and TMT sectors. Ocean Link currently manages two USD funds and an RMB Fund. With teams in Shanghai, Beijing and Hong Kong, Ocean Link invests in the leading companies across the value chain and sub-verticals of the abovementioned sectors.

10.

No Binding Commitment. This letter constitutes only a preliminary indication of our interest, and does not constitute any binding commitment with respect to the Transaction or in connection with the Company’s securities. A binding commitment will result only from the execution of Definitive Agreements, and then will be on terms and conditions provided in such documentation.

11.	Governing Law. This letter shall be governed by, and construed in accordance with, the laws of the State of New York without regard to the conflicts of law principles thereof.

We would like to express our commitment to working collaboratively with the Special Committee and its advisors to bring the Transaction to a successful and timely conclusion. Should you have any questions regarding our Proposal, please do not hesitate to contact us.

Sincerely,

Jinbo Yao
/s/ Jinbo Yao

Warburg Pincus Asia LLC By: Julian Cheng, Managing Director
/s/ Julian Cheng

General Atlantic Singapore Fund Pte. Ltd.
By: Ong Yu Huat, Director
/s/ Ong Yu Huat

Ocean Link Partners Limited
By: Tony Tianyi Jiang, Partner
/s/ Tony Tianyi Jiang