Tag Archives: WEB

China Finance Online Reports 2020 First Quarter Unaudited Financial Results

July 24, 2020 TechENT Syndication Leave a comment

BEIJING, July 24, 2020 — China Finance Online Co. Limited (“China Finance Online”, or the “Company”, “we”, “us” or “our”) (NASDAQ GS: JRJC), a leading web-based financial services company that provides Chinese retail investors with fintech-powered online access to securities trading services, wealth management products, securities investment advisory services, as well as financial database and analytics services to institutional customers, today announced its unaudited financial results for the first quarter ended March 31, 2020.

First Quarter 2020 Financial Highlights and Recent Development

Net revenues were $9.8 million, compared with $9.9 million during the first quarter of 2019 and $8.7 million during the fourth quarter of 2019.
Revenues from the financial information and advisory business were $3.5 million, compared with $3.2 million during the first quarter of 2019 and $2.2 million in the fourth quarter of 2019.
The bottom line losses continued to narrow. Net loss attributable to China Finance Online was $1.9 million, compared with a net loss of $2.8 million in the first quarter of 2019 and a net loss of $3.4 million in the fourth quarter of 2019.
The moderate strategy of Lingxi Robo-Advisor (“Lingxi”), with a return of 2.8% and a drawdown rate of 0.03% in the first quarter, outperformed a loss of 10.35% and a drawdown rate of 14.62% in the Shanghai Composite Index.
China Finance Online signed a partnership agreement with Dow Jones to join forces to serve the large financial information and data market in China.

Mr. Zhiwei Zhao, Chairman and CEO of China Finance Online, commented, ” during the first quarter of 2020, the COVID-19 pandemic caused a devastating blow to the Chinese economy and created unprecedented uncertainties for the global economy. The stock markets around the world experienced massive selloffs and unusual volatility. As a result, our institutional business was negatively impacted as some institutions scaled down or postponed their advertising placements and our business development activities were limited by the lockdowns and travel restrictions. However, our financial results of stable revenue and reduced loss in the first quarter demonstrated the resilience of our diversified offerings and the further improvement of cost controls while we weathered the storm and extended our leadership in online user engagement.”

“Our ability to navigate through the challenging first quarter amid the downturn of the Shanghai stock market is mainly attributable to the outstanding performance of the investment advisory services. Over the decade, we’ve dedicated ourselves to better understanding the behaviors of mass retail investors. We strongly believe that, as the Chinese stock market continues to mature, more and more retail investors would willingly seek professional advices, and the transition from simple trading transactions to sophisticated wealth management programs will present more opportunities for professional financial service providers, including us.”

“The growth of wealth management business also benefited from the fintech wealth management empowerment system that we’ve developed over the years. Now, we are introducing this system to institutions. Along with the secular trend that drives financial institutions’ emphasis on wealth management, our investor education services, investment advisory services and asset allocation services are well received by more and more institutions. Our recent partnership with Dow Jones will also enable us to not only bring timely, credible, and trusted global business news and data to the domestic Chinese market but further broaden our audiences’ global vision as well.”

“In this new environment shaped by the pandemic, we continued to bring innovations to our operations. As a tier-one financial news aggregator, we enhanced our production capabilities to introduce a series of high-quality content such as webinars where we invited renowned domestic and international economists and chief strategists to share their views on the economy as well as the emerging growth opportunities in the complicated post-pandemic world. We also continued to explore different media and diversified channels to deliver our enriched content to our audience. For example, our account on the popular short-form video social media, DouYin, has already attracted nearly one million viewers. On new services, we introduced enterprise value added services in the recent year. Through both online and offline channels, we provide professional communication services to companies listed on domestic or international market. This new service has been retaining its growth momentum even during the turbulent first quarter.”

“Looking into the future, we will continue to strengthen our fintech capability through optimization and upgrades of our services and products to empower the wealth management sector in China,” Mr. Zhao concluded.

First Quarter 2020 Financial Results

Net revenues were $9.8 million, compared with $9.9 million during the first quarter of 2019 and $8.7 million during the fourth quarter of 2019. During the first quarter of 2020, revenues from financial services, the financial information and advisory business, advertising business and enterprise value-added services contributed 42%, 36%, 14%and 8% of the net revenues, respectively, compared with 45%, 33%, 14% and 7%, respectively, for the corresponding period in 2019.

Revenues from financial services were $4.2 million, compared with $4.5 million during the first quarter of 2019 and $4.1 million during the fourth quarter of 2019. Revenues from financial services were mainly generated from equity brokerage services. Revenues from the equity brokerage business decreased by 10.8% year-over-year but increased by 8.9% quarter-over-quarter. The year-over-year decrease in revenues from financial services was mainly due to reduced revenue from the equity brokerage business.

Revenues from the financial information and advisory business were $3.5 million, compared with $3.2 million during the first quarter of 2019 and $2.2 million in the fourth quarter of 2019. Revenues from the financial information and advisory business were mainly comprised of subscription services from individual and institutional customers and financial advisory service. The year-over-year and quarter-over-quarter increases in revenues from the financial information and advisory business were mainly due to the fast-growing investment advisory services. During the first quarter, investment advisory services for retail investors rose by 61.7% from first quarter of 2019 and 194.1% from the fourth quarter of 2019 as more retail investors were seeking professional advice in the volatile market during the outbreak of the COVID-19 Pandemic.

Revenues from advertising business were $1.3 million, compared with $1.4 million in the first quarter of 2019 and $1.4 million in the fourth quarter of 2019.

Revenues from enterprise value-added services were $0.8 million, compared with $0.7 million in the first quarter of 2019 and $0.9 million in the fourth quarter of 2019. Enterprise value-added services is a relatively new service that came out of our advertising business. Leveraging its accumulated large corporate data and research and increasing audience base online, China Finance Online provides professional communication services to companies listed on domestic or international market to help increase their visibility in the market.

Gross profit was $5.9 million, compared with $6.4 million in the first quarter of 2019 and $5.5 million in the fourth quarter of 2019. Gross margin in the first quarter was 60.1%, compared with 64.5% in the first quarter of 2019 and 63.8% in the fourth quarter of 2019. The year-over-year decrease in gross margin was mainly due to decreased revenue contribution from individual subscription services which has a higher gross margin and the decreased gross margin related to the Hong Kong brokerage business in the first quarter of 2020.

General and administrative expenses were $2.2 million, compared with $2.7 million in the first quarter of 2019, and $4.7 million in the fourth quarter of 2019. The year-over-year decrease was mainly attributable to further streamlining of the corporate managerial operations. The quarter-over-quarter decrease was mainly attributable to one-time charges including higher bad debt provision in the fourth quarter of 2019.

Sales and marketing expenses were $3.3 million, compared with $3.6 million in the first quarter of 2019, and $3.1 million in the fourth quarter of 2019. The year-over-year decrease was mainly attributable to improved efficiency. The quarter-over-quarter increase was mainly due to higher marketing expenses related to the investment advisory business.

Research and development expenses were $2.0 million, compared with $2.6 million in the first quarter of 2019 and $1.8 million in the fourth quarter of 2019. The year-over-year decrease was mainly attributable to improved efficiency after consolidation of research and development teams throughout different business units. The Company continues to support research and development in the fintech segment to further develop its fintech capabilities.

Total operating expenses were $7.5 million, compared with $8.9 million in the first quarter of 2019, and $9.6 million in the fourth quarter of 2019. The year-over-year decrease was mainly due to improved efficiency and effective cost controls. The quarter-over-quarter decrease was mainly due to bad debt provisions at the Hong Kong equity brokerage business in the fourth quarter of 2019.

Loss from operations was $1.6 million, compared with a loss from operations of $2.5 million in the first quarter of 2019 and a loss from operations of $4.1 million in the fourth quarter of 2019.

Net loss attributable to China Finance Online was $1.9 million, compared with a net loss of $2.8 million in the first quarter of 2019 and a net loss of $3.4 million in the fourth quarter of 2019.

Fully diluted loss per American Depository Shares (“ADS”) attributable to China Finance Online was $0.83 for the first quarter of 2020, compared with fully diluted loss per ADS of $1.22 for the first quarter of 2019 and fully diluted loss per ADS of $1.53 for the fourth quarter of 2019. Basic and diluted weighted average numbers of ADSs for the first quarter of 2020 were 2.3 million, compared with basic and diluted weighted average number of ADSs of 2.3 million for the first quarter of 2019. Each ADS represents fifty ordinary shares of the Company.

Recent Developments

Lingxi Robo-Advisor recorded strong performance in first quarter of 2020

According to our proprietary asset allocation system, our Robo-Advisor product, Lingxi, provides Chinese retail investors with a wide array of investment combinations and personalized global asset allocations through Chinese domestic mutual funds. Since its inception, Lingxi established a solid track record of balancing performance and risk management. During the first quarter of 2020, the Chinese stock market experienced an unprecedented loss due to the COVID-19 pandemic. However, Lingxi produced an average return of 0.2%, once again outclassing most peer Robo-Advisor products in the marketplace and significantly outperforming the Shanghai Composite Index that suffered a loss of 10.4% during the same period. The best strategy of Lingxi posted a return of 2.8% in the first quarter of 2020. All strategies of Lingxi managed to control the expected annualized fluctuation under 12.6% while the expected annualized volatility of Shanghai Composite Index reached 27.8% during the same period.

China Finance Online Signs Partnership Agreement with Dow Jones

In July, the Company announced it has signed a partnership agreement with global news and data business, Dow Jones. Under the agreement, Dow Jones will provide China Finance Online with access to a sub-set of its Chinese language newswire service, which will include market commentary and spot news in Chinese. The two parties will work together to better serve the huge financial information and data market in China. This partnership will combine global economic data as well as financial news and information expertise from Dow Jones with China Finance Online’s domestic market-leading data and audience engagement to bring timely, quality and professional capital market information and insight to Chinese investment and business audiences.

Conference Call Information

The management will host a conference call on July 24, 2020 at 8:00 a.m. U.S. Eastern Time (8:00 p.m. Beijing/Hong Kong time July 24, 2020). As previously announced in our press release, please use the below dial-in information to get access to the conference call.

US:	1-844-760-0770
Hong Kong:	800-906-613
Singapore:	800-616-2392
Mainland China:	800-870-0532/400-624-0407
Conference ID:	8297327

Please dial in 10 minutes before the call is scheduled to begin and provide the conference ID to join the call.

A recording of the call will be available on China Finance Online’s website under the investor relations section.

In addition, a live and archived webcast of the conference call will be available at https://edge.media-server.com/mmc/p/yg4sir25.

About China Finance Online

China Finance Online Co. Limited is a leading web-based financial services company that provides Chinese retail investors with fintech-powered online access to securities trading services, wealth management products, securities investment advisory services, as well as financial database and analytics services to institutional customers. The Company’s prominent flagship portal site, www.jrj.com, is ranked among the top financial websites in China. In addition to the web-based securities trading platform, the Company offers basic financial software, information services and securities investment advisory services to retail investors in China. Through its subsidiary, Shenzhen Genius Information Technology Co. Ltd., the Company provides financial database and analytics to institutional customers including domestic financial, research, academic and regulatory institutions. China Finance Online also provides brokerage services in Hong Kong.

Safe Harbor Statement

This press release contains forward-looking statements which constitute “forward-looking” statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and as defined in the U.S. Private Securities Litigation Reform Act of 1995. The statements contained herein reflect management’s current views with respect to future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties that could cause the actual results to differ materially from those in the forward-looking statements, all of which are difficult to predict and many of which are beyond the control of the Company. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates” and similar statements. Among other things, this release contains the following forward-looking statements regarding:

Liquidity and sources of funding, including our ability to continue operating as a going concern.
our prospect and our ability to attract new users;
our prospect on building a comprehensive wealth management ecosystem through providing a fully-integrated online communication and securities-trading platform;
our prospect on stabilization in cash attrition and improvement of our financial position;
our initiatives to address customers’ demand for intuitive online investment platforms and alternative investment opportunities; and
the market prospect of the business of securities-trading, securities investment advisory and wealth management.

Such statements involve certain risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements, which risk factors and uncertainties include, amongst others, substantial doubt about ability to continue as a going concern, the outbreak of COVID-19 or other health epidemics in China or globally, changing customer needs, regulatory environment and market conditions that we are subject to; the uncertain condition of the world and Chinese economies that could lead to volatility in the equity markets and affect our operating results in the coming quarters; the impact of the changing conditions of the mainland Chinese stock market, Hong Kong stock market and global financial markets on our future performance; the unpredictability of our strategic transformation and growth of new businesses; the prospect of our margin-related business and the degree to which our implementation of margin account screening and ongoing monitoring will yield successful outcomes; the degree to which our strategic collaborations with partners will yield successful outcomes; the prospects for China’s high-net-worth and middle-class households; the prospects of equipping our customer specialists with new technology, tools and financial knowledge; wavering investor confidence that could impact our business; and possible non-cash goodwill, intangible assets and investment impairments may adversely affect our net income. Furthermore, we have recurring losses from operations and inability to generate sufficient cash flow to meet our obligations and sustain our operations, and face uncertainty as to the operational impact of the COVID-19 outbreak, that raise substantial doubt about our ability to continue as a going concern. Further information regarding these and other risks is included in the Company’s filings with the U.S. Securities and Exchange Commission, including its annual report on Form 20-F under “Forward-Looking Information” and “Risk Factors”. The Company does not undertake any obligation to update any forward-looking statement as a result of new information, future events or otherwise, except as required under applicable law.

For more information, please contact:
China Finance Online
+86-10-8336-3100
ir@jrj.com

Kevin Theiss
Awaken Advisors
(212) 521-4050
kevin@awakenlab.com

— Tables Follow –

China Finance Online Co. Limited
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of U.S. dollars)

	Mar. 31, 2020		Dec. 31, 2019
Assets
Current assets:
Cash and cash equivalents		9,767		9,600
Prepaid expenses and other current assets		3,358		2,413
Trust bank balances held on behalf of customers		36,867		36,987
Accounts receivable – margin clients		12,378		13,452
Accounts receivable – others		14,329		12,382
Short-term investments		—		1,147
Total current assets		76,699		75,981
Property and equipment, net		3,929		4,272
Acquired intangible assets, net		75		75
Equity investments without readily determinable fair value		1,581		1,605
Equity method investment, net		754		767
Right-of-use assets		3,368		3,988
Rental deposits		748		770
Goodwill		109		108
Guarantee fund deposits		219		218
Deferred tax assets		947		1,381
Total assets		88,429		89,165

Liabilities and equity
Current liabilities:
Deferred revenue, current (including deferred revenue, current of the consolidated variable interest entities without recourse to China Finance Online Co. Limited $9,104 and $8,061 as of Mar. 31, 2020 and December 31, 2019, respectively)		9,840		8,855
Accrued expenses and other current liabilities (including accrued expenses and other current liabilities of the consolidated variable interest entities without recourse to China Finance Online Co. Limited $4,806 and $5,068 as of Mar. 31, 2020 and December 31, 2019, respectively)		17,964		17,420
Amount due to customers for trust bank balances held on behalf of customers (including amount due to customers for trust bank balances held on behalf of customers of the consolidated variable interest entities without recourse to China Finance Online Co. Limited $2,228 and $2,110 as of Mar. 31, 2020 and December 31, 2019, respectively)		36,867		36,987
Accounts payable (including accounts payable of the consolidated variable interest entities without recourse to China Finance Online Co. Limited $218 and $185 as of Mar. 31, 2020 and December 31, 2019, respectively)		7,039		6,741
Lease liabilities, current (including lease liabilities, current of the consolidated variable interest entities without recourse to China Finance Online Co. Limited $1,426 and $1,604 as of Mar. 31, 2020 and December 31, 2019, respectively)		2,010		2,243
Income taxes payable (including income taxes payable of the consolidated variable interest entities without recourse to China Finance Online Co. Limited $(2) and $44 as of Mar. 31, 2020 and December 31, 2019, respectively)		(72)		177
Total current liabilities		73,648		72,423
Deferred revenue, non-current (including deferred revenue, non-current of the consolidated variable interest entities without recourse to China Finance Online Co. Limited nil and nil as of Mar. 31, 2020 and December 31, 2019, respectively)		124		151
Deferred tax liabilities (including deferred tax liabilities of the consolidated variable interest entities without recourse to China Finance Online Co.Limited nil and nil as of Mar. 31, 2020 and December 31, 2019, respectively)		14		15
Lease liabilities, non-current (including lease liabilities, non-current of the consolidated variable interest entities without recourse to China Finance Online Co. Limited $516 and $741 as of Mar. 31, 2020 and December 31, 2019, respectively)		1,096		1,448
Total liabilities		74,882		74,037
Total China Finance Online Co. Limited Shareholders’ equity		23,629		25,156
Noncontrolling interests		(10,082)		(10,028)
Total liabilities and equity		88,429		89,165

China Finance Online Co. Limited
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands of U.S. dollars, except share and ADS related data)

	Three months ended
	Mar. 31, 2020		Mar. 31, 2019		Dec.31, 2019
Net revenues		9,835		9,855		8,686
Cost of revenues		(3,923)		(3,496)		(3,148)
Gross profit		5,912		6,359		5,538
Operating expenses
General and administrative (including share-based compensation of $251, $305 and $214 respectively)		(2,226)		(2,688)		(4,698)
Product development (including share-based compensation of $27, $16 and $24, respectively)		(1,985)		(2,576)		(1,821)
Sales and marketing (including share-based compensation of $(8), $30 and $28, respectively)		(3,336)		(3,590)		(3,119)
Total operating expenses		(7,547)		(8,854)		(9,638)
Loss from operations		(1,635)		(2,495)		(4,100)
Interest income		5		9		9
Exchange gain (loss), net		(32)		(101)		(143)
Loss on the interest sold and retained noncontrolling investment		—		(298)		—
Income (loss) from equity method investment		(1)		(2)		3
Other income (expense), net		66		4		(14)
Loss before income tax expenses		(1,597)		(2,883)		(4,245)
Income tax expense		(419)		(501)		357
Net loss		(2,016)		(3,384)		(3,888)
Less: Net loss attributable to the noncontrolling interest		(96)		(602)		(480)
Net loss attributable to China Finance Online Co. Limited		(1,920)		(2,782)		(3,408)
Other comprehensive income (loss), net of tax:
Changes in foreign currency translation adjustment		166		14		245
Net unrealized gain (loss) from short-term investments available-for-sale		1		4		—
Less: reclassification adjustment for net (gain) loss included in net income		(1)		(4)		—
Other comprehensive income (loss), net of tax		166		14		245
Comprehensive loss		(1,850)		(3,370)		(3,643)
Less: comprehensive loss attributable to noncontrolling interest		(96)		(602)		(480)
Comprehensive income (loss) attributable to China Finance Online Co. Limited		(1,754)		(2,768)		(3,163)
Net income (loss) per share attributable to China Finance Online Co. Limited
Basic and Diluted		(0.02)		(0.02)		(0.03)
Net income (loss) per ADS attributable to China Finance Online Co. Limited
Basic and Diluted		(0.83)		(1.22)		(1.53)
Weighted average ordinary shares
Basic and Diluted		116,339,234		113,920,617		111,060,781
Weighted average ADSs
Basic and Diluted		2,326,785		2,278,412		2,221,216

Related Links :

http://www.jrj.com

PR Newswire

China Finance Online Announces a New Telephone Dial-in Numbers for the First Quarter 2020 Earnings Call on July 24, 2020

July 24, 2020 TechENT Syndication Leave a comment

BEIJING, July 24, 2020 — China Finance Online Co. Limited ("China Finance Online", or the "Company", "we", "us" or "our") (NASDAQ GS: JRJC), a leading web-based financial services company that provides Chinese retail investors with fintech-powered online access to securities trading, wealth management products, securities investment advisory services, as well as financial database and analytics services to institutional customers, today announced that the dial-in numbers for the previously announced first quarter 2020 earnings call on July 24, 2020 at 8:00 a.m. U.S. Eastern Time (or 8:00 p.m. Beijing/Hong Kong Time on July 24, 2020) have been changed to:

U.S. Toll Free:
1-844-760-0770
Hong Kong Toll Free:
800-906-613
Singapore Toll Free:
800-616-2392
Mainland China Toll Free:
800-870-0532 or 400-624-0407
Conference ID:
8297327

The earnings release will be available on the Investor Relations section of the Company’s website at https://ir.chinafinanceonline.com/.

Please dial in 10 minutes before the call is scheduled to begin and provide the conference ID to join the call.

A replay of the call will be available shortly after the conclusion of the event through 9:59 a.m. Eastern Time on July 31, 2020 (or 9:59 p.m. Beijing/Hong Kong Time on July 31, 2020). The dial-in details for the replay are:

U.S. Toll Free:
1-855-452-5696
Hong Kong Toll Free:
800-963-117
Singapore Toll Free:
800-616-2305
Mainland China Toll Free:
800-870-0205 or 400-632-2162
Conference ID:
8297327

Additionally, a live and archived webcast of the conference call will be available at https://edge.media-server.com/mmc/p/yg4sir25.

About China Finance Online

For more information, please contact:

China Finance Online
+86-10-8336-3100
ir@jrj.com

Kevin Theiss
(212) 521-4050
kevin@awakenlab.com

Related Links :

http://www.jrj.com

PR Newswire

Former General Manager of Sogou’s Commercial Product Technology Center, Xu Hongbing, Appointed CTO of Yiwugo

July 22, 2020 TechENT Syndication Leave a comment

YIWU, China, July 22, 2020 — Yiwugo.com, the official website of the Yiwu Commodity Market, which is the largest commodity wholesale market in the world, announced last week that Mr. Xu Hongbing, former General Manager of Sogou’s Commercial Product Technology Center, was appointed its CTO, and will lead the overall technology development and operation.

Xu Hongbing

Mr. Xu obtained his Master’s degree from the Department of Computer Science and Technology of Tsinghua University. He has served in well-known technology and Internet companies such as Microsoft, Sohu, and Sogou. As one of the core members, he led the development of China’s first online content publishing system and Internet video advertising system, and he has extensive experience in various fields such as e-commerce platform and traffic monetization.

Yiwugo is committed to the digital upgrade of specialized markets. After years of development, the platform has accumulated a considerable amount of traffic, especially since the beginning of this year, its traffic has increased significantly. At present, Yiwugo owns 53,000 merchants, 800,000 daily unique visitors (UV), 15 million daily pageview (PV), and 5 million registered buyers. Yiwugo has become the most influential e-commerce platform in the specialized market in China. The explosive growth of its user traffic has given rise to further overall technical requirements of Yiwugo. "The company urgently needs an experienced technical leader. I believe that under the leadership of CTO Xu Hongbing, a great technical improvement can be expected," said Wang Jianjun, CEO of Yiwugo.

After more than 20 years of development of China’s Internet industry, a large number of companies have recently begun to shift their business focus from consumer Internet to industrial Internet, which has created a new track for the Internet industry in the future, and attracting more and more talents in the industry with its huge market potential. As the largest online platform in the small commodity wholesale industry, Yiwugo was able to invite such an outstanding expert as Mr. Xu to join, which is an inevitable trend of industry and the best combination of enterprises and talents.

Yiwugo is tailor-made for specialized markets, and its functions are designed in a way close to actual small commodity wholesale markets. The core of the specialized markets is "finding goods", and the core of the professional market upgrading is the upgrading the way of finding goods. Yiwugo has covered all small commodity markets and high-quality small commodity suppliers in Yiwu and strives to make it easier for buyers to search commodities. Through technical means such as 360-degree panoramic display, live streaming and APP, the platform ensures online and offline consistency. Yiwugo is a user-friendly platform which reduces the traffic cost of vendors in physical markets operating e-commerce business, and meets the transformation requirements of merchants of professional markets through a decentralized and intelligently recommended traffic distribution mechanism. Many vendors on the Yiwugo have been made able to connect with new domestic and foreign buyers at low cost.

PR Newswire

Trip.com Group Announces Completion of the Put Right Offer for Its 1.99% Convertible Senior Notes due 2025

June 30, 2020 TechENT Syndication Leave a comment

SHANGHAI, June 30, 2020 — Trip.com Group Limited (Nasdaq: TCOM) (“Trip.com Group” or the “Company”), a leading provider of online travel and related services, including accommodation reservation, transportation ticketing, packaged tours and in-destination services, corporate travel management, and other travel-related services, today announced that it has completed its previously announced put right offer relating to its 1.99% Convertible Senior Notes due 2025 (CUSIP No. 22943F AH3) (the “Notes”). The put right offer expired at 5:00 p.m., New York City time, on Monday, June 29, 2020. Based on information from The Bank of New York Mellon as the paying agent for the Notes, US$395,240,000 aggregate principal amount of the Notes were validly surrendered and not withdrawn prior to the expiration of the put right offer. The aggregate purchase price of these Notes was US$395,240,000. The Company has accepted all of the surrendered Notes for repurchase and has forwarded cash in payment of the same to the paying agent for distribution to the applicable holders. Following the settlement of repurchase of these Notes, the total number of ordinary shares of the Company on a fully diluted basis will be reduced by 0.9 million shares.

Materials filed with the Securities and Exchange Commission (the “SEC”) will be available electronically without charge at the SEC’s website, http://www.sec.gov. Documents filed with the SEC may also be obtained without charge at the Company’s website, http://investors.trip.com.

About Trip.com Group Limited

Trip.com Group Limited (Nasdaq: TCOM) is a leading one-stop travel service provider consisting of Trip.com, Ctrip, Skyscanner, and Qunar. Across its platforms, Trip.com Group enables local partners and travelers around the world to make informed and cost-effective bookings for travel products and services, through aggregation of comprehensive travel-related information and resources, and an advanced transaction platform consisting of mobile apps, Internet websites, and 24/7 customer service centers. Founded in 1999 and listed on Nasdaq in 2003, Trip.com Group has become one of the largest travel companies in the world in terms of gross merchandise value.

Related Links :

https://www.ctrip.com/

PR Newswire

Tuniu Has Regained Compliance with Nasdaq’s Minimum Bid Price Requirement

June 29, 2020 TechENT Syndication Leave a comment

NANJING, China, June 29, 2020 — Tuniu Corporation (Nasdaq:TOUR) (“Tuniu” or the “Company”), a leading online leisure travel company in China, today announced that it received a notification letter (the “Compliance Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market Inc. (“Nasdaq”) dated June 26, 2020, indicating that the Company has regained compliance with the Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”) and the matter is closed.

On May 18, 2020, Tuniu received a notification letter (the Deficiency Notice”) from the Nasdaq indicating that the closing bid price for the Company’s American depositary shares (the “ADSs”), each representing three Class A ordinary shares of the Company, was below the minimum bid price of $1.00 required for continued listing under Nasdaq Listing Rule 5450(a)(1) for 30 consecutive business days. According to the Deficiency Notice, if at any time during the tolling period or 180 day compliance period, the closing bid price of the Company’s security is at least $1.00 for a minimum of ten consecutive business days, the Nasdaq will provide the Company written confirmation of compliance and the matter will be closed. According to the Compliance Notice, the closing bid price of the Company’s ADSs has been at $1.00 per ADS or greater for 10 consecutive business days from June 12 through June 25, 2020, and the Company has regained compliance with the Minimum Bid Price Requirement and the matter is closed.

About Tuniu

Tuniu (Nasdaq:TOUR) is a leading online leisure travel company in China that offers a large selection of packaged tours, including organized and self-guided tours, as well as travel-related services for leisure travelers through its website tuniu.com and mobile platform. Tuniu covers over 420 departing cities throughout China and all popular destinations worldwide. Tuniu provides one-stop leisure travel solutions and a compelling customer experience through its online platform and offline service network, including a dedicated team of professional customer service representatives, 24/7 call centers, extensive networks of offline retail stores and self-operated local tour operators. For more information, please visit http://ir.tuniu.com.

Safe Harbor Statement

This press release contains forward-looking statements made under the “safe harbor” provisions of Section 21E of the Securities Exchange Act of 1934, as amended, and the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. Tuniu may also make written or oral forward-looking statements in its reports filed with or furnished to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Any statements that are not historical facts, including statements about Tuniu’s beliefs and expectations, are forward-looking statements that involve factors, risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such factors and risks include, but are not limited to the following: Tuniu’s goals and strategies; the growth of the online leisure travel market in China; the demand for Tuniu’s products and services; its relationships with customers and travel suppliers; the Company’s ability to offer competitive travel products and services; Tuniu’s future business development, results of operations and financial condition; competition in the online travel industry in China; relevant government policies and regulations relating to the Company’s structure, business and industry; the impact of the COVID-19 on Tuniu’s business operations, the travel industry and the economy of China and elsewhere generally; and the general economic and business condition in China and elsewhere. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the U.S. Securities and Exchange Commission. All information provided in this press release is current as of the date of the press release, and Tuniu does not undertake any obligation to update such information, except as required under applicable law.

PR Newswire

58.com Reports First Quarter 2020 Unaudited Financial Results

June 26, 2020 TechENT Syndication Leave a comment

BEIJING, June 26, 2020 — 58.com Inc. (NYSE: WUBA) ("58.com" or the "Company"), China’s largest online classifieds marketplace, today reported its unaudited financial results for the first quarter ended March 31, 2020.

First Quarter 2020 Highlights

Total revenues were RMB2,560.3 million (US$361.4 million[1]), a 15.5% decrease from RMB3,028.3 million in the same quarter of 2019.
Total number of paying business users[2] was approximately 2.7 million in the first quarter of 2020, a 20.7% decrease from the same quarter of 2019.
Gross margin was 87.9% compared with 90.2% in the same quarter of 2019.
Loss from operations was RMB55.8 million (US$7.9 million), compared with income from operations of RMB281.3 million in the same quarter of 2019.
Non-GAAP income from operations[3] was RMB144.0 million (US$20.3 million), a 69.0% decrease from RMB465.1 million in the same quarter of 2019.
Net income attributable to 58.com Inc. ordinary shareholders was RMB1,638.6 million (US$231.3 million), a 134.7% increase from RMB698.2 million in the same quarter of 2019. This includes a net gain picked up from 58 Home of RMB2,683.2 million.
Non-GAAP net income attributable to 58.com Inc. ordinary shareholders [4] was RMB2,243.6 million (US$316.7 million), a 414.7% increase from RMB435.9 million in the same quarter of 2019. This includes a net gain picked up from 58 Home of RMB2,683.2 million.
Basic and diluted earnings per ADS attributable to ordinary shareholders were RMB10.95 (US$1.54) and RMB10.82 (US$1.53), respectively, representing 132.6% and 132.6% increases from RMB4.71 and RMB4.65, respectively, in the same quarter of 2019. One ADS represents two Class A ordinary shares.
Non-GAAP basic and diluted earnings per ADS[5] attributable to ordinary shareholders were RMB14.99 (US$2.12) and RMB14.81 (US$2.09), respectively, representing 410.0% and 410.1% increases from RMB2.94 and RMB2.90, respectively, in the same quarter of 2019.

First Quarter 2020 Financial Results

Revenues

Total revenues were RMB2,560.3 million (US$361.4 million), representing a decrease of 15.5% from RMB3,028.3 million in the same quarter of 2019.

Membership revenues were RMB815.6 million (US$115.1 million), a decrease of 16.9% from RMB982.0 million in the same quarter of 2019.

Online marketing services revenues were RMB1,595.4 million (US$225.2 million), a decrease of 17.8% from RMB1,940.9 million in the same quarter of 2019.

The decreases were mainly due to the adverse impact from the outbreak of COVID-19. To control the spread of COVID-19, the PRC government implemented a series of strict measures, including travel restrictions, quarantines, and a temporary shutdown of businesses which resulted in a decrease in activity level among paying business users. In particular, paying business users that require in-person meetings to conduct their business, including those in the secondary housing and rental real estate sector, used auto dealers, local service providers, and recruiters, have been adversely and materially affected by these interruptions and delayed business resumption. The Company’s revenues are generated primarily from these paying business users, most of whom are small and medium-sized local businesses, and the outbreak of COVID-19 and subsequent prevention and control measures have adversely affected their business operations and financial conditions in the first quarter of 2020. As a result, the Company’s revenues during the first quarter of 2020 declined significantly when compared with the same period in 2019.

Cost of Revenues

Cost of revenues was RMB309.3 million (US$43.7 million), an increase of 4.2% from RMB296.9 million in the same quarter of 2019.

The year-over-year increase was primarily driven by increases in the costs associated with "Premium Home Services" (到家精选), enhanced services that focus on partnering with high quality providers to further standardize their service quality and integrate service protection plans while establishing closed-loop transactions through the Company’s platforms, and an increase in the costs of goods sold and services provided on the Zhuan Zhuan platform which were partially offset by a decrease in traffic acquisition cost paid to advertising union partners.

Gross Profit and Gross Margin

Gross profit was RMB2,251.0 million (US$317.7 million), a decrease of 17.6% from RMB2,731.4 million during the same quarter of 2019.

Gross margin was 87.9% in the first quarter of 2020, compared with 90.2% during the same quarter of 2019.

Operating Expenses

Operating expenses were RMB2,306.8 million (US$325.6 million), a decrease of 5.8% from RMB2,450.1 million in the same quarter of 2019.

Sales and marketing expenses in the first quarter of 2020 were RMB1,577.5 million (US$222.7 million), a decrease of 12.0% from RMB1,793.0 million in the same quarter of 2019.

Within sales and marketing expenses, advertising expenses in the first quarter of 2020 were RMB712.2 million (US$100.5 million), a decrease of 19.7% from RMB886.5 million in the same quarter of 2019 as a result of the spread of COVID-19 which caused a decrease in advertising activities.

Non-advertising sales and marketing expenses in the first quarter of 2020 were RMB865.3 million (US$122.1 million), a decrease of 4.5% from RMB906.5 million in the same quarter of 2019.

Non-advertising sales and marketing expenses include salaries and benefits, commissions and share-based compensation expenses for the Company’s sales, sales support, customer service, marketing dealer management personnel, online and offline promotional expenses, and other operating expenses that are associated with sales and marketing activities.

Research and development expenses in the first quarter of 2020 were RMB497.0 million (US$70.1 million), essentially flat with RMB495.0 million in the same quarter of 2019.

General and administrative expenses in the first quarter of 2020 were RMB232.4 million (US$32.8 million), an increase of 43.3% from RMB162.2 million in the same quarter of 2019. The increase was mainly due to the adoption of the current expected credit losses methodology in estimating allowances for credit losses in the first quarter of 2020.

Income/(Loss) from Operations

Loss from operations was RMB55.8 million (US$7.9 million) in the first quarter of 2020, compared with income from operations of RMB281.3 million in the same quarter of 2019.

Operating margin, defined as income/(loss) from operations divided by total revenues, was negative 2.2% in the first quarter of 2020, compared with 9.3% in the same quarter of 2019.

Non-GAAP income from operations was RMB144.0 million (US$20.3 million) in the first quarter of 2020, a decrease of 69.0% from RMB465.1 million in the same quarter of 2019.

Non-GAAP operating margin, defined as non-GAAP income from operations divided by total revenues, was 5.6% in the first quarter of 2020, compared with 15.4% in the same quarter of 2019.

Other Income/(Expenses), net

Net other income in the first quarter of 2020 was RMB1,680.7 million (US$237.2 million), compared with net other income of RMB554.3 million in the same quarter of 2019.

Net other income in the first quarter of 2020 was primarily comprised of a RMB2,654.8 million gain in share of results of equity investees and RMB30.9 million in tax refunds and other government subsidies, offset by RMB1,054.3 million in a net investment loss.

Share of results of equity investees in the first quarter of 2020 was mainly attributed to RMB2,683.2 million net gain pick-up from 58 Home, which was mainly due to the Company’s proportionate share of one-time non-cash gain recognized by 58 Home for its deconsolidation of 58 Daojia Limited, a majority owned subsidiary of 58 Home, which was partially offset by the Company’s proportionate share of net loss attributable to 58 Home’s ordinary shareholders. 58 Home lost its control over 58 Daojia Limited and started to deconsolidate its financial statements when 58 Daojia Limited completed its Series B round of equity financing in February 2020, as certain Series B investors have substantive participating rights in the operational decision making of 58 Daojia Limited.

Net investment loss mainly included RMB683.3 million in impairment losses in long-term investments and RMB446.1 million losses in change in fair value of long-term investments and investments in convertible notes as the market value of certain fair value measured investments suffered downward adjustments in the first quarter of 2020.

There would have been net other expenses of RMB1,002.5 million (US$141.5 million) in the first quarter of 2020 if the RMB2,683.2 million net gain picked up from 58 Home was excluded.

Net Income Attributable to 58.com Inc. Ordinary Shareholders

Net income attributable to 58.com Inc. ordinary shareholders was RMB1,638.6 million (US$231.3 million) in the first quarter of 2020, an increase of 134.7% from RMB698.2 million in the same quarter of 2019. Excluding the RMB2,683.2 million net gain picked up from 58 Home, net loss attributable to 58.com Inc. ordinary shareholders in the first quarter of 2020 was RMB1,044.5 million (US$147.4 million).

Net margin, defined as net income attributable to 58.com Inc. ordinary shareholders divided by total revenues, was 64.0% in the first quarter of 2020, compared with 23.1% in the same quarter of 2019. Excluding the net gain picked up from 58 Home, net margin in the first quarter of 2020 was negative 40.8%.

Non-GAAP net income attributable to 58.com Inc. ordinary shareholders was RMB2,243.6 million (US$316.7 million) in the first quarter of 2020, an increase of 414.7% from RMB435.9 million in the same quarter of 2019. Excluding the net gain picked up from 58 Home, non-GAAP net loss attributable to 58.com Inc. ordinary shareholders in the first quarter of 2020 was RMB439.6 million (US$62.0 million).

Non-GAAP net margin, defined as non-GAAP net income attributable to 58.com Inc. ordinary shareholders divided by total revenues, was 87.6% in the first quarter of 2020, compared with 14.4% in the same quarter of 2019. Excluding the net gain picked up from 58 Home, non-GAAP net margin in the first quarter of 2020 was negative 17.2%.

Basic and Diluted Earnings per ADS

Basic and diluted earnings per ADS attributable to ordinary shareholders in the first quarter of 2020 were RMB10.95 (US$1.54) and RMB10.82 (US$1.53), respectively, representing 132.6% and 132.6% increases from RMB4.71 and RMB4.65, respectively, in the same quarter of 2019.

Non-GAAP basic and diluted earnings per ADS attributable to ordinary shareholders in the first quarter of 2020 were RMB14.99 (US$2.12) and RMB14.81 (US$2.09), respectively, representing 410.0% and 410.1% increases from RMB2.94 and RMB2.90, respectively, in the same quarter of 2019.

Cash Flow

Net cash used in operating activities was RMB379.4 million (US$53.6 million) in the first quarter of 2020, compared to net cash provided by operating activities of RMB564.9 million in the same quarter of 2019.

Cash and Cash Equivalents, Term Deposits, Restricted Cash and Short-term Investments

As of March 31, 2020, the Company had cash and cash equivalents, term deposits, restricted cash and short-term investments of RMB12,547.3 million (US$1,770.9 million).

Shares Outstanding

As of March 31, 2020, the Company had a total of 299,728,769 ordinary shares (including 254,496,649 Class A and 45,232,120 Class B ordinary shares) issued and outstanding.

Non-GAAP Financial Measures

To supplement the financial measures prepared in accordance with generally accepted accounting principles in the United States, or GAAP, this press release presents non-GAAP income/(loss) from operations, non-GAAP operating margin, non-GAAP net income/(loss) attributable to 58.com Inc. ordinary shareholders, non-GAAP net margin and non-GAAP basic and diluted earnings/(loss) per share and per ADS by excluding share-based compensation expenses, amortization of intangible assets resulting from business acquisitions, change in fair value of long-term investments and investments in convertible notes, share-based compensation expenses included in share of results of equity investees, income tax effects of above GAAP to non-GAAP reconciling items. The Company believes these non-GAAP financial measures are important to help investors understand the Company’s operating and financial performance, compare business trends among different reporting periods on a consistent basis and assess the Company’s core operating results, as they exclude certain expenses/gains that are not expected to result in cash payments/receipts. The use of the above non-GAAP financial measures has certain limitations. Share-based compensation expenses, amortization of intangible assets resulting from business acquisitions, non-cash gain or loss and income tax effects resulting from GAAP to non-GAAP reconciling items have been and will continue to be incurred in the future and are not reflected in the presentation of the non-GAAP financial measures, but should be considered in the overall evaluation of the Company’s results. The Company compensates for these limitations by providing the relevant disclosure of its share-based compensation expenses, amortization of intangible assets resulting from business acquisitions, change in fair value of long-term investments and investments in convertible notes, share-based compensation expenses included in share of results of equity investees, income tax effects of above GAAP to non-GAAP reconciling items, all of which should be considered when evaluating the Company’s performance. These non-GAAP financial measures should be considered in addition to financial measures prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, financial measures prepared in accordance with GAAP. Reconciliation of each of these non-GAAP financial measures to the most directly comparable GAAP financial measure is set forth at the end of this release.

[1] This press release contains translations of certain Renminbi (RMB) amounts into U.S. dollars (US$) solely for the convenience of the readers. Unless otherwise specified, all translations of Renminbi amounts into US$ amounts in this press release are made at RMB7.0851 to US$1.00, which was the U.S. dollars middle rate announced by the PRC State Administration of Foreign Exchange on March 31, 2020. The percentages stated in this press release are calculated based on the Renminbi amounts. On June 24, 2020, such exchange rate was RMB7.0555 to US$1.00.

[2] Paying business users refer to users who are identified as business users with unique identity information such as business licenses or personal identification information and who used the Company’s subscription-based membership services or purchased at least one type of online marketing services in a given period. One paying business user can open up several paying user accounts on one or multiple online platforms. The number and the percentage calculation does not include paying business users on Ganji as the Company stopped selling stand-alone Ganji subscription-based membership services in 2018 or earlier in all of its content categories.

[3] Non-GAAP income from operations is defined as income from operations excluding share-based compensation expenses and amortization of intangible assets resulting from business acquisitions. See "Reconciliation of GAAP and Non-GAAP Results" at the end of this press release.

[4] Non-GAAP net income attributable to 58.com Inc. ordinary shareholders is defined as net income attributable to 58.com Inc. ordinary shareholders excluding share-based compensation expenses, amortization of intangible assets resulting from business acquisitions, change in fair value of long-term investments and investments in convertible notes, share-based compensation expenses included in share of results of equity investees, and income tax effects of GAAP to non-GAAP reconciling items. See "Reconciliation of GAAP and Non-GAAP Results" at the end of this press release.

[5] Non-GAAP basic and diluted earnings per ADS is defined as non-GAAP net income attributable to 58.com Inc. ordinary shareholders divided by weighted average number of basic and diluted ADSs.

About 58.com Inc.

58.com Inc. (NYSE: WUBA) operates China’s largest online classifieds marketplace, as measured by monthly unique visitors on both its www.58.com website and mobile applications. The Company’s online marketplace enables local business users and consumer users to connect, share information and conduct business. 58.com’s broad, in-depth and high quality local information, combined with its easy-to-use website and mobile applications, has made it a trusted marketplace for consumers. 58.com’s strong brand recognition, large and growing user base, merchant network and massive database of local information create a powerful network effect. For more information on 58.com, please visit http://www.58.com.

Safe Harbor Statements

This press release contains forward-looking statements made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," "confident" and similar statements. 58.com may also make written or oral forward-looking statements in its reports filed with or furnished to the U.S. Securities and Exchange Commission, in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Any statements that are not historical facts, including statements about 58.com’s beliefs and expectations, are forward-looking statements that involve factors, risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such factors and risks include, but not limited to the following: 58.com’s goals and strategies; its future business development, financial condition and results of operations; its ability to retain and grow its user base and network of local merchants for its online marketplace; the growth of, and trends in, the markets for its services in China; the outbreak of COVID-19 or other health epidemics in China or globally; the demand for and market acceptance of its brand and services; competition in its industry in China; its ability to maintain the network infrastructure necessary to operate its website and mobile applications; relevant government policies and regulations relating to the corporate structure, business and industry; and its ability to protect its users’ information and adequately address privacy concerns. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the U.S. Securities and Exchange Commission. All information provided in this press release is current as of the date of the press release, and 58.com does not undertake any obligation to update such information, except as required under applicable law.

For more information, please contact:

58.com Inc.
ir@58.com

Christensen

In China
Mr. Christian Arnell
Phone: +86-10-5900-1548
E-mail: carnell@christensenir.com

In US
Ms. Linda Bergkamp
Phone: +1-480-614-3004
Email: lbergkamp@ChristensenIR.com

58.com Inc.
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data, unless otherwise)

	As of
	December 31, 2019	March 31, 2020	March 31, 2020
	RMB	RMB	US$
ASSETS
Current assets:
Cash and cash equivalents…………………………………………………………………………………………………………………………………..	5,293,206	4,876,057	688,213
Restricted cash-current……………………………………………………………………………………………………………………………………….	477,099	538,724	76,036
Term deposits……………………………………………………………………………………………………………………………………………………	70,000	70,000	9,880
Short-term investments……………………………………………………………………………………………………………………………………….	8,414,348	7,062,554	996,818
Accounts receivable, net……………………………………………………………………………………………………………………………………..	1,209,251	1,105,326	156,007
Prepayments and other current assets……………………………………………………………………………………………………………………	2,326,920	2,830,994	399,570
Total current assets………………………………………………………………………………………………………………………………………….	17,790,824	16,483,655	2,326,524
Non-current assets:
Property and equipment, net………………………………………………………………………………………………………………………………..	1,305,793	1,285,024	181,369
Intangible assets, net…………………………………………………………………………………………………………………………………………..	886,565	840,901	118,686
Right-of-use assets, net………………………………………………………………………………………………………………………………………	275,459	253,408	35,766
Land use rights, net……………………………………………………………………………………………………………………………………………	3,532	3,512	496
Goodwill………………………………………………………………………………………………………………………………………………………….	15,874,220	15,874,220	2,240,508
Long-term investments……………………………………………………………………………………………………………………………………….	6,086,511	8,249,490	1,164,343
Investments in convertible notes…………………………………………………………………………………………………………………………..	669,715	817,270	115,351
Long-term prepayments and other non-current assets……………………………………………………………………………………………..	469,592	803,450	113,400
Total non-current assets…………………………………………………………………………………………………………………………………..	25,571,387	28,127,275	3,969,919
Total assets……………………………………………………………………………………………………………………………………………………..	43,362,211	44,610,930	6,296,443
LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable………………………………………………………………………………………………………………………………………………	1,042,697	1,387,244	195,797
Deferred revenues……………………………………………………………………………………………………………………………………………..	2,154,920	1,691,080	238,681
Customer advances…………………………………………………………………………………………………………………………………………….	1,986,108	1,970,655	278,141
Taxes payable……………………………………………………………………………………………………………………………………………………	698,104	362,025	51,097
Salary and welfare payable………………………………………………………………………………………………………………………………….	753,267	560,843	79,158
Operating lease liabilities, current…………………………………………………………………………………………………………………………	137,310	114,304	16,133
Accrued expenses and other current liabilities………………………………………………………………………………………………………..	1,053,007	1,082,811	152,829
Total current liabilities……………………………………………………………………………………………………………………………………..	7,825,413	7,168,962	1,011,836
Non-current liabilities:
Deferred tax liabilities…………………………………………………………………………………………………………………………………………	389,719	324,514	45,802
Operating lease liabilities, non-current…………………………………………………………………………………………………………………..	138,554	157,195	22,187
Total non-current liabilities………………………………………………………………………………………………………………………………	528,273	481,709	67,989
Total liabilities…………………………………………………………………………………………………………………………………………………	8,353,686	7,650,671	1,079,825
Mezzanine equity:
Mezzanine classified noncontrolling interests…………………………………………………………	3,668,876	3,815,512	538,526
Total mezzanine equity…………………………………………………………………………………………………………………………………….	3,668,876	3,815,512	538,526
Shareholders’ equity:
58.com Inc. shareholders’ equity:
Ordinary shares (US$0.00001 par value, 4,800,000,000 Class A and 200,000,000 Class B shares authorized, 254,045,293 Class A and 45,232,120 Class B shares issued and outstanding as of December 31, 2019 and 254,496,649 Class A and 45,232,120 Class B shares issued and outstanding as of March 31, 2020, respectively)	19	19	3
Additional paid-in capital…………………………………………………………………………………………………………………………………….	21,942,829	22,026,581	3,108,860
Retained earnings………………………………………………………………………………………………………………………………………………	8,892,773	10,529,706	1,486,176
Accumulated other comprehensive income…………………………………………………………………………………………………………….	95,903	178,710	25,223
Total 58.com Inc. shareholders’ equity……………………………………………………………………………………………………………..	30,931,524	32,735,016	4,620,262
Noncontrolling interests…………………………………………………………………………………………………………………………………..	408,125	409,731	57,830
Total shareholders’ equity……………………………………………………………………………………………………………………………….	31,339,649	33,144,747	4,678,092
Total liabilities, mezzanine equity and shareholders’ equity	43,362,211	44,610,930	6,296,443

58.com Inc.
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share, per share and per ADS data, unless otherwise noted)

	For the Three Months Ended
	March 31, 2019	December 31, 2019	March 31, 2020	March 31, 2020
	RMB	RMB	RMB	US$
Revenues:
Membership……………………………………………………………………………..	982,028	1,112,362	815,624	115,118
Online marketing services…………………………………………………………	1,940,900	2,713,807	1,595,421	225,180
E-commerce services………………………………………………………………..	28,023	53,722	8,744	1,234
Other revenues………………………………………………………………………….	77,302	275,643	140,553	19,838
Total revenues……………………………………………………………………………..	3,028,253	4,155,534	2,560,342	361,370
Cost of revenues⁽¹⁾………………………………………………………………………..	(296,851)	(565,985)	(309,344)	(43,661)
Gross profit………………………………………………………………………………….	2,731,402	3,589,549	2,250,998	317,709
Operating expenses⁽¹⁾:
Sales and marketing expenses⁽²⁾……………………………………………….	(1,792,950)	(2,023,502)	(1,577,510)	(222,652)
Research and development expenses……………………………………….	(494,977)	(560,746)	(496,970)	(70,143)
General and administrative expenses……………………………………….	(162,168)	(264,172)	(232,361)	(32,796)
Total operating expenses…………………………………………………………….	(2,450,095)	(2,848,420)	(2,306,841)	(325,591)
Income/(loss) from operations……………………………………………………	281,307	741,129	(55,843)	(7,882)
Other income/(expenses):
Interest income, net…………………………………………………………………..	8,462	27,841	31,783	4,486
Investment income/(loss), net…………………………………………………..	544,570	1,924,195	(1,054,274)	(148,802)
Share of results of equity investees…………………………………………..	(10,571)	9,806	2,654,755	374,695
Foreign currency exchange gain/(loss), net……………………………….	2,949	(8,601)	9,900	1,397
Others, net…………………………………………………………………………………	8,928	134,871	38,488	5,432
Income before tax………………………………………………………………………..	835,645	2,829,241	1,624,809	229,326
Income tax benefit/(expenses)…………………………………………………	(106,109)	(158,122)	75,700	10,684
Net income……………………………………………………………………………………	729,536	2,671,119	1,700,509	240,010
Net loss attributable to noncontrolling interests………………………..	2,314	4,075	4,069	574
Net income attributable to 58.com Inc.………………………………………	731,850	2,675,194	1,704,578	240,584
Deemed dividend to mezzanine classified noncontrolling interests……………………………………………………………………………………..	(33,700)	(65,428)	(65,955)	(9,309)
Net income attributable to 58.com Inc. ordinary shareholders..	698,150	2,609,766	1,638,623	231,275
Net earnings per ordinary share attributable to ordinary shareholders – basic……………………………………………………………………….	2.35	8.72	5.47	0.77
Net earnings per ordinary share attributable to ordinary shareholders – diluted…………………………………………………………………….	2.33	8.64	5.41	0.76
Net earnings per ADS attributable to ordinary shareholders – basic (1 ADS represents 2 Class A ordinary shares)……………………………….	4.71	17.45	10.95	1.54
Net earnings per ADS attributable to ordinary shareholders – diluted (1 ADS represents 2 Class A ordinary shares)……………………………….	4.65	17.28	10.82	1.53
Weighted average number of ordinary shares used in computing basic earnings per share………………………………………………………………..	296,690,552	299,155,358	299,427,404	299,427,404
Weighted average number of ordinary shares used in computing diluted earnings per share……………………………………………………………..	300,250,567	302,001,274	302,932,654	302,932,654

Note:
(1) Share–based compensation expenses were allocated in cost of revenues and operating expenses as follows:


Cost of revenues……………………………………………………………………….	1,833	2,895	3,322	469
Sales and marketing expenses……………………………………………………..	28,520	31,612	29,909	4,221
Research and development expenses……………………………………………	51,220	62,520	65,681	9,270
General and administrative expenses……………………………………………	51,732	61,935	59,567	8,407

(2) Amortization of intangible assets resulting from business acquisitions were allocated in operating expenses as follows:

Sales and marketing expenses………………………………………………..	42,954	43,087	42,954	6,063
Research and development expenses……………………………………….	11,997	12,015	2,433	343

(3) Breakdown of sales and marketing expenses was as follows:

Advertising expenses……………………………………………………………	886,470	865,144	712,239	100,526
Non-advertising sales and marketing expenses…………………………	906,480	1,158,358	865,271	122,126

58.com Inc.
Reconciliation of GAAP and Non-GAAP Results
(in thousands, except share, ADS, per share and per ADS data, unless otherwise noted)

	For the Three Months Ended
	March 31, 2019	December 31, 2019	March 31, 2020	March 31, 2020
	RMB	RMB	RMB	US$
GAAP income/(loss) from operations…………………………………………	281,307	741,129	(55,843)	(7,882)
Share-based compensation expenses[6]………………………………………	128,875	154,244	154,451	21,799
Amortization of intangible assets resulting from business acquisitions………………………………………………………………………………..	54,951	55,102	45,387	6,406
Non-GAAP income from operations…………………………………………..	465,133	950,475	143,995	20,323

GAAP net income attributable to 58.com Inc.…………………………….	698,150	2,609,766	1,638,623	231,275
Share-based compensation expenses………………………………………..	128,875	154,244	154,451	21,799
Amortization of intangible assets resulting from business acquisitions………………………………………………………………………………..	54,951	55,102	45,387	6,406
Change in fair value of long-term investments and investments in convertible notes[7]…………………………………………………………………..	(508,950)	2,258,544	446,081	62,960
Share-based compensation expenses included in share of results of equity investees…………………………………………………………………….	9	–	–	–
Income tax effects of GAAP to non-GAAP reconciling items[8]…..	62,878	(200,057)	(40,949)	(5,780)
Non-GAAP net income attributable to 58.com Inc.…………………….	435,913	4,877,599	2,243,593	316,660

GAAP operating margin……………………………………………………………..	9.3%	17.8%	(2.2)%	(2.2)%
Share-based compensation expenses………………………………………..	4.3%	3.7%	6.0%	6.0%
Amortization of intangible assets resulting from business acquisitions………………………………………………………………………………..	1.8%	1.4%	1.8%	1.8%
Non-GAAP operating margin……………………………………………………..	15.4%	22.9%	5.6%	5.6%

GAAP net margin…………………………………………………………………………	23.1%	62.8%	64.0%	64.0%
Share-based compensation expenses………………………………………..	4.3%	3.7%	6.0%	6.0%
Amortization of intangible assets resulting from business acquisitions………………………………………………………………………………..	1.8%	1.4%	1.8%	1.8%
Change in fair value of long-term investments and investments in convertible notes……………………………………………………………………	(16.8)%	54.4%	17.4%	17.4%
Share-based compensation expenses included in share of results of equity investees…………………………………………………………………….	0.0%	0.0%	0.0%	0.0%
Income tax effects of GAAP to non-GAAP reconciling items……	2.0%	(4.9)%	(1.6)%	(1.6)%
Non-GAAP net margin…………………………………………………………………	14.4%	117.4%	87.6%	87.6%

Weighted average number of ordinary shares used in computing non-GAAP basic earnings per share………………………..	296,690,552	299,155,358	299,427,404	299,427,404
Weighted average number of ordinary shares used in computing non-GAAP diluted earnings per share……………………..	300,250,567	302,001,274	302,932,654	302,932,654
Weighted average number of ADS used in computing non-GAAP basic earnings per ADS…………………………………………………..	148,345,276	149,577,679	149,713,702	149,713,702
Weighted average number of ADS used in computing non-GAAP diluted earnings per ADS………………………………………………..	150,125,284	151,000,637	151,466,327	151,466,327

Non-GAAP net earnings per ordinary share attributable to ordinary shareholders – basic…………………………………………………….	1.47	16.30	7.49	1.06
Non-GAAP net earnings per ordinary share attributable to ordinary shareholders – diluted………………………………………………….	1.45	16.15	7.41	1.05
Non-GAAP net earnings per ADS attributable to ordinary shareholders – basic……………………………………………………………………	2.94	32.61	14.99	2.12
Non-GAAP net earnings per ADS attributable to ordinary shareholders – diluted…………………………………………………………………	2.90	32.30	14.81	2.09

[6] Since the third quarter of 2017, certain share-based awards with redemption features granted to the Company’s employees were expected to be settled in cash and were classified as liabilities. The share-based compensation expenses recognized for this type of awards amounted to RMB4.4 million, RMB4.7 million and RMB4.0 million for the first and fourth quarter of 2019 and the first quarter of 2020, respectively, which were excluded from the GAAP to non-GAAP reconciliation accordingly.

[7] The purpose of this reconciliation is to exclude the unrealized gain or loss relating to changes in fair value of long-term investments and investments in convertible notes. The amount of realization of any previously recognized unrealized gain or loss in a given period is also included in this line item so that the non-GAAP net income would only include cumulative realized gain or loss.

[8] This is to exclude the income tax effects related to amortization of intangible assets resulting from business acquisitions and change in fair value of long-term investments and investments in convertible notes. Other GAAP to non-GAAP reconciling items have no income tax effect.

Related Links :

http://www.58.com

PR Newswire

CDEL Announces Formation of Independent Special Committee to Review Preliminary Non-Binding Proposal to Acquire the Company

June 22, 2020 TechENT Syndication Leave a comment

BEIJING, June 22, 2020 — China Distance Education Holdings Limited (NYSE: DL) ("CDEL", or the "Company"), a leading provider of online education and value-added services for professionals and corporate clients in China, today announced that its board of directors (the "Board") has formed a special committee (the "Special Committee") consisting of Ms. Carol Yu and Ms. Annabelle Yu Long, each an independent director, to review and evaluate a previously-announced non-binding proposal that the Board received on June 8, 2020 (the "Proposal") from Mr. Zhengdong Zhu, co-founder, chairman of the Board and chief executive officer of the Company ("Mr. Zhu"), Ms. Baohong Yin, co-founder of the Company, deputy chairman of the Board and the spouse of Mr. Zhu, and their affiliated entity (collectively, the "Buyer Group"), to acquire all of the outstanding ordinary shares of the Company, including ordinary shares represented by American depositary shares (the "ADSs", each representing four ordinary shares), for US$2.27 in cash per ordinary share, or US$9.08 in cash per ADS (the "Proposed Transaction"). The Special Committee has retained Goulston & Storrs PC as its United States legal counsel in connection with its review and evaluation of the Proposal.

The Company cautions its shareholders and others considering trading in its securities that neither the Board nor the Special Committee has made any decision with respect to the Company’s response to the Proposal. There can be no assurance that any definitive offer will be made, that any agreement will be executed or that this or any other transaction will be approved or consummated. The Company does not undertake any obligation to provide any updates with respect to this or any other transaction, except as required under applicable law.

About China Distance Education Holdings Limited

China Distance Education Holdings Limited is a leading provider of online education and value-added services for professionals and corporate clients in China. The courses offered by the Company through its websites are designed to help professionals seeking to obtain and maintain professional licenses and to enhance their job skills through our professional development courses in China in the areas of accounting, healthcare, engineering & construction, legal and other industries. The Company also offers online test preparation courses for self-taught learners pursuing higher education diplomas or degrees, and practical accounting training courses for college students and working professionals. In addition, the Company provides business services to corporate clients, including but not limited to tax advisory and accounting outsourcing services. For further information, please visit http://ir.cdeledu.com.

Safe Harbor Statements

This announcement may contain forward-looking statements. Any such statements are made under the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as "will," "may," "should," "potential," "continue," "expect," "predict," "anticipate," "future," "intend," "plan," "believe," "is/are likely to," "estimate" and similar statements. The Company may also make written or oral forward-looking statements in its periodic and annual reports to the SEC, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. There can be no assurance that the Buyer Group will make any definitive offer to the Company, that any definitive agreement relating to the Proposal will be entered into between the Company and the Buyer Group or that the Proposed Transaction or any other similar transaction will be approved or consummated.

Contacts:

In China:

China Distance Education Holdings Limited
Jiao Jiao
Tel: +86-10-8231-9999 ext. 1826
Email: IR@cdeledu.com

The Piacente Group, Inc.
Xi Zhang
Tel: +86-10-6508-0677
E-mail: dl@tpg-ir.com

In the United States:

The Piacente Group, Inc.
Brandi Piacente
Tel: +1 212-481-2050
Email: dl@tpg-ir.com

Related Links :

http://ir.cdeledu.com

PR Newswire

58.com Inc. to Report First Quarter 2020 Financial Results on June 26, 2020

June 19, 2020 TechENT Syndication Leave a comment

BEIJING, June 19, 2020 — 58.com Inc. (NYSE: WUBA) (“58.com” or the “Company”), China’s largest online market place for classifieds, today announced that it plans to release its unaudited financial results for the first quarter ended March 31, 2020 before the open of U.S. markets on Friday, June 26, 2020.

About 58.com Inc.

58.com Inc. (NYSE: WUBA) operates China’s largest online market place for classifieds, as measured by monthly unique visitors on both its www.58.com website and mobile applications. The Company’s online marketplace enables local business users and consumer users to connect, share information and conduct business. 58.com’s broad, in-depth and high quality local information, combined with its easy-to-use website and mobile applications, has made it a trusted marketplace for consumers. 58.com’s strong brand recognition, large and growing user base, merchant network and massive database of local information create a powerful network effect. For more information on 58.com, please visit http://www.58.com.

For more information, please contact:

58.com Inc.
ir@58.com

Christensen
In China
Mr. Christian Arnell
Phone: +86-10-5900-1548
E-mail: carnell@christensenir.com

In US
Ms. Linda Bergkamp
Phone: +1-480-614-3004
Email: lbergkamp@ChristensenIR.com

Related Links :

http://www.58.com

PR Newswire

58.com Enters into a Definitive Agreement for Going-Private Transaction

June 15, 2020 TechENT Syndication Leave a comment

BEIJING, June 15, 2020 /PRNewswire/ — 58.com Inc. (NYSE: WUBA) (“58.com” or the “Company”), China’s largest online classifieds marketplace, today announced that it has entered into a definitive Agreement and Plan of Merger (the “Merger Agreement”) with Quantum Bloom Group Ltd, an exempted company with limited liability incorporated under the law of the Cayman Islands (“Parent”) and Quantum Bloom Company Ltd, an exempted company with limited liability incorporated under the law of the Cayman Islands and a wholly-owned subsidiary of Parent (“Merger Sub”), pursuant to which, and subject to the terms and conditions thereof, Merger Sub will merge with and into the Company with the Company being the surviving company and becoming a wholly-owned subsidiary of Parent (the “Merger”), in a transaction implying an equity value of the Company of approximately US$8.7 billion in which the Company will be acquired by a consortium of investors (the “Consortium”).

Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each Class A ordinary share, par value US$0.00001 per share, of the Company (each, a “Class A Ordinary Share,” together with each Class B ordinary share, par value US$0.00001 per share, of the Company, each a “Share”) issued, outstanding and not represented by American depositary shares of the Company (each, an “ADS,” representing two Class A Ordinary Shares) immediately prior to the Effective Time, other than the Excluded Shares and the Dissenting Shares (each as defined in the Merger Agreement), will be cancelled and cease to exist, in exchange for the right to receive US$28.00 in cash without interest, and each outstanding ADS, other than the ADSs representing the Excluded Shares, together with each Share represented by such ADSs, will be cancelled in exchange for the right to receive US$56.00 in cash without interest (the “Merger Consideration”).

At the Effective Time, each (i) option to purchase Shares that shall have become vested or is expected to vest on or prior to December 31, 2020 and remains outstanding on the closing date of the Merger (the “Vested Company Option”) will be cancelled, and each holder of a Vested Company Option will have the right to receive an amount in cash determined by multiplying (x) the excess, if any, of US$28.00 over the applicable exercise price of such Vested Company Option by (y) the number of Class A Ordinary Shares underlying such Vested Company Option; (ii) option to purchase Shares which is not a Vested Company Option (the “Unvested Company Option”) will be cancelled in exchange for an employee incentive award pursuant to terms and conditions to be determined by Parent in accordance with the Company’s 2010 Stock Option Plan and 2013 Share Incentive Plan collectively, each as amended and restated (the “Company Share Plans”) and the award agreement with respect to such Unvested Company Option; (iii) restricted share unit that shall have become vested or is expected to vest on or prior to December 31, 2020 and remains outstanding on the closing date of the Merger (the “Vested Company RSU”) will be cancelled, and each holder of a Vested Company RSU will have the right to receive an amount in cash determined by multiplying (x) US$28.00 by (y) the number of Class A Ordinary Shares underlying such Vested Company RSU; and (iv) restricted share unit which is not a Vested Company RSU (the “Unvested Company RSU”) will be cancelled in exchange for an employee incentive award pursuant to terms and conditions to be determined by Parent in accordance with the Company Share Plans and the award agreement with respect to such Unvested Company RSU.

The Merger Consideration represents a premium of 19.9% to the closing price of the Company’s ADSs on April 1, 2020, the last trading day prior to the Company’s announcement of its receipt of the original “going-private” proposal, and a premium of 19.2% to the volume-weighted average closing price of the Company’s ADSs during the last 15 calendar days prior to its receipt of the original “going-private” proposal.

The Consortium includes 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 Partners Limited (together with its affiliated investment entities, “Ocean Link”), Mr. Jinbo Yao, chairman of the board of directors (the “Board”) and Chief Executive Officer of the Company, and Internet Opportunity Fund LP, an entity controlled by Mr. Jinbo Yao.

The Consortium intends to fund the Merger through a combination of, cash contributions from the investors pursuant to equity commitment letters, rollover equity contributions from certain shareholders of the Company, and the proceeds from certain committed term loan facilities in an aggregate amount up to US$3,500,000,000 from Shanghai Pudong Development Bank Co., Ltd. Shanghai Branch and additional arrangers and underwriters to be appointed by the Consortium.

The Company’s Board, acting upon the unanimous recommendation of a committee of independent and disinterested directors established by the Board (the “Special Committee”), approved the Merger Agreement and the Merger. The Special Committee negotiated the terms of the Merger Agreement with the assistance of its independent financial and legal advisors.

The Merger, which is currently expected to close during the second half of 2020, is subject to customary closing conditions including the approval of the Merger Agreement by an affirmative vote of holders of Shares representing at least two-thirds of the voting power of the Shares present and voting in person or by proxy as a single class at a meeting of the Company’s shareholders which will be convened to consider the approval of the Merger Agreement and the Merger. Mr. Jinbo Yao (together with an entity through which Mr. Yao beneficially owns Shares) and General Atlantic Singapore 58 Pte. Ltd. have agreed to vote all of the Shares and ADSs they beneficially own, which represent approximately 44% of the voting rights attached to the total outstanding Shares of the Company as of the date of the Merger Agreement, in favor of the authorization and approval of the Merger Agreement and the Merger. If completed, the Merger will result in the Company becoming a privately-held company and its ADSs will no longer be listed on the New York Stock Exchange.

Houlihan Lokey (China) Limited is serving as financial advisor to the Special Committee; Fenwick & West LLP is serving as U.S. legal counsel to the Special Committee; Skadden, Arps, Slate, Meagher & Flom LLP is serving as U.S. legal counsel to the Company; Han Kun Law Offices is serving as PRC legal counsel to the Company; and Conyers Dill & Pearman is serving as Cayman Islands legal counsel to the Company.

Wilson Sonsini Goodrich & Rosati, Paul, Weiss, Rifkind, Wharton & Garrison LLP, Kirkland & Ellis LLP and Weil, Gotshal & Manges LLP are serving as international co-counsels to the Consortium. Fangda Partners is serving as PRC legal counsel to the Consortium. Maples and Calder (Hong Kong) LLP is serving as Cayman Islands legal counsel to the Consortium.

Additional Information About the Merger

The Company will furnish to the U.S. Securities and Exchange Commission (the “SEC”) a current report on Form 6-K regarding the Merger, which will include as an exhibit thereto the Merger Agreement. All parties desiring details regarding the Merger are urged to review these documents, which will be available at the SEC’s website (http://www.sec.gov).

In connection with the Merger, the Company will prepare and mail a Schedule 13E-3 Transaction Statement (the “Schedule 13E-3”). The Schedule 13E-3 will be filed with the SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE SCHEDULE 13E-3 AND OTHER MATERIALS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE MERGER, AND RELATED MATTERS. In addition to receiving the Schedule 13E-3 by mail, shareholders also will be able to obtain these documents, as well as other filings containing information about the Company, the Merger, and related matters, without charge from the SEC’s website (http://www.sec.gov).

About 58.com Inc.

58.com Inc. (NYSE: WUBA) operates China’s largest online classifieds marketplace, as measured by monthly unique visitors on both its www.58.com website and mobile applications. The Company’s online marketplace enables local business users and consumer users to connect, share information and conduct business. 58.com’s broad, in-depth and high-quality local information, combined with its easy-to-use website and mobile applications, has made it a trusted marketplace for consumers. 58.com’s strong brand recognition, large and growing user base, merchant network and massive database of local information create a powerful network effect. For more information on 58.com, please visit http://www.58.com.

Safe Harbor Statements

This press release contains forward-looking statements made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident” and similar statements. Any statements that are not historical facts, including statements about 58.com’s beliefs and expectations, are forward-looking statements that involve factors, risks and uncertainties that could cause actual results to differ materially from those in the forward-looking statements. Such factors and risks include, but not limited to the following: uncertainties as to how the Company’s shareholders will vote at the meeting of shareholders; the possibility that competing offers will be made; the possibility that financing may not be available; the possibility that various closing conditions for the transaction may not be satisfied or waived; and other risks and uncertainties discussed in documents filed with the SEC by the Company, as well as the Schedule 13E-3 transaction statement and the proxy statement to be filed by the Company. Further information regarding these and other risks, uncertainties or factors is included in the Company’s filings with the SEC. All information provided in this press release is current as of the date of the press release, and 58.com does not undertake any obligation to update such information, except as required under applicable law.

For more information, please contact:

58.com Inc.
ir@58.com

Christensen

In China
Mr. Christian Arnell
Phone: +86-10-5900-1548
E-mail: carnell@christensenir.com

In US
Ms. Linda Bergkamp
Phone: +1-480-614-3004
E-mail: lbergkamp@ChristensenIR.com

View original content:http://www.prnewswire.com/news-releases/58com-enters-into-a-definitive-agreement-for-going-private-transaction-301076828.html

PR Newswire

Bitauto Enters into Definitive Agreement for Going-Private Transaction

June 12, 2020 TechENT Syndication Leave a comment

BEIJING, June 12, 2020 /PRNewswire/ — Bitauto Holdings Limited (“Bitauto” or the “Company”) (NYSE: BITA), a leading provider of internet content & marketing services, and transaction services for China’s automotive industry, today announced that it has entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Yiche Holding Limited (“Parent”), and Yiche Mergersub Limited, a wholly owned Subsidiary of Parent, pursuant to which the Company will be acquired by an investor consortium led by Morespark Limited, an affiliate of Tencent Holdings Limited (“Tencent“) and Hammer Capital Opportunities Fund L.P. (acting through its general partner Hammer Capital Opportunities General Partner, “Hammer Capital”) in an all-cash transaction that values the Company’s equity at approximately US$1.1 billion (the “Merger”).

Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each ordinary share of the Company (each, a “Share”) issued and outstanding immediately prior to the Effective Time will be cancelled and cease to exist in exchange for the right to receive US$16 in cash without interest, and each outstanding American depositary share of the Company (each, an “ADS,” representing one Share) will be cancelled in exchange for the right to receive US$16 in cash without interest, except for (a) certain Shares (including Shares represented by ADSs) owned by affiliates of Tencent, an affiliate of JD.com, Inc., and Mr. Bin Li, chairman of the board of directors of the Company (the “Board”), which will be rolled over in the transaction , (b) Shares (including ADSs represented by Shares) owned by Parent, Merger Sub, the company or any of their respective subsidiaries, (c) Shares (including ADSs represented by Shares) held by the ADS depositary and reserved for issuance, settlement and allocation upon exercise or vesting of Company’s options and/or restricted share unit awards, and (d) Shares held by shareholders who have validly exercised and not effectively withdrawn or lost their rights to dissent from the merger pursuant to Section 238 of the Companies Law of the Cayman Islands, which will be cancelled and cease to exist in exchange for the right to receive the payment of fair value of those dissenting shares in accordance with Section 238 of the Companies Law of the Cayman Islands.

The merger consideration represents a premium of 16.4% to the closing price of the Company’s ADSs on September 12, 2019, the last trading day prior to the Company’s announcement of its receipt of the “going-private” proposal, and a premium of 35.1% to the average closing price of the Company’s ADSs during the 30 trading days prior to its receipt of the “going-private” proposal.

The investor consortium includes Tencent and Hammer Capital. The consortium intends to fund the Merger with a combination of rollover equity and cash, and has delivered copies of executed equity commitment letters to the Company.

The Board, acting upon the unanimous recommendation of a committee of independent directors established by the Board (the “Special Committee”), approved the Merger Agreement and the Merger and resolved to recommend that the Company’s shareholders vote to authorize and approve the Merger Agreement and the Merger. The Special Committee negotiated the terms of the Merger Agreement with the assistance of its financial and legal advisors.

The Merger is currently expected to close in the second half of 2020 and is subject to customary closing conditions including the approval of the Merger Agreement by an affirmative vote of holders of Shares representing at least two-thirds of the voting power of the Shares present and voting in person or by proxy at a meeting of the Company’s shareholders. Shareholders affiliated with Tencent, JD.com, Inc., Mr. Bin Li, and Cox Automotive Global Investment, Inc. have each agreed to vote all of the Shares and ADSs they beneficially own, which represent approximately 55.3% of the voting rights attached to the outstanding Shares as of the date of the Merger Agreement, in favor of the authorization and approval of the Merger Agreement and the Merger. If completed, the Merger will result in the Company becoming a privately held company, and its ADSs will no longer be listed on the New York Stock Exchange.

The Company will prepare and file with the U.S. Securities and Exchange Commission a Schedule 13E-3 transaction statement, which will include a proxy statement of the Company. The Schedule 13E-3 will include a description of the Merger Agreement and contain other important information about the Merger, the Company and the other participants in the Merger.

Duff & Phelps, LLC and Duff & Phelps Securities, LLC are serving as financial advisor to the Special Committee. Skadden, Arps, Slate, Meagher & Flom LLP is serving as U.S. legal counsel to the Special Committee.

BofA Securities is serving as financial advisor to the investor consortium. Latham & Watkins LLP and Kirkland and Ellis are serving as U.S. legal counsel and Hong Kong legal counsel to the investor consortium, respectively.

Additional Information about the Merger

In connection with the Merger, the Company will prepare and mail a proxy statement to its shareholders. In addition, certain participants in the Merger will prepare and mail to the Company’s shareholders a Schedule 13E-3 transaction statement that will include the proxy statement. These documents will be filed with or furnished to the SEC. INVESTORS AND SHAREHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THESE MATERIALS AND OTHER MATERIALS FILED WITH OR FURNISHED TO THE SEC WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, THE MERGER AND RELATED MATTERS. In addition to receiving the proxy statement and Schedule 13E-3 transaction statement by mail, shareholders also will be able to obtain these documents, as well as other filings containing information about the Company, the Merger and related matters, without charge, from the SEC’s website (http://www.sec.gov) or at the SEC’s public reference room at 100 F Street, NE, Room 1580, Washington, D.C. 20549.

The Company and certain of its directors, executive officers and other members of management and employees may, under SEC rules, be deemed to be “participants” in the solicitation of proxies from the Company’s shareholders with respect to the Merger. Information regarding the persons who may be considered “participants” in the solicitation of proxies will be set forth in the proxy statement and Schedule 13E-3 transaction statement relating to the Merger when it is filed with the SEC. Additional information regarding the interests of such potential participants will be included in the proxy statement and Schedule 13E-3 transaction statement and the other relevant documents filed with the SEC when they become available.

This announcement is neither a solicitation of a proxy, an offer to purchase nor a solicitation of an offer to sell any securities and it is not a substitute for any proxy statement or other filings that may be made with the SEC should the Merger proceed.

Safe Harbor Statement

This press release contains statements that express the Company’s current opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 (the “Act”). These forward-looking statements can be identified by terminology such as “if,” “will,” “expected” and similar statements. Forward-looking statements involve inherent risks, uncertainties and assumptions. Risks, uncertainties and assumptions include: uncertainties as to how the Company’s shareholders will vote at the meeting of shareholders; the possibility that competing offers will be made; the possibility that financing may not be available; the possibility that various closing conditions for the transaction may not be satisfied or waived; and other risks and uncertainties discussed in documents filed with the SEC by the Company, as well as the Schedule 13E-3 transaction statement and the proxy statement to be filed by the Company. These forward-looking statements reflect the Company’s expectations as of the date of this press release. You should not rely upon these forward-looking statements as predictions of future events. The Company does not undertake any obligation to update any forward-looking statement, except as required under applicable law.

About Bitauto

Bitauto Holdings Limited (NYSE: BITA) is a leading provider of internet content & marketing services, and transaction services for China’s automotive industry. Bitauto’s business consists of three segments: advertising and subscription business, transaction services business and digital marketing solutions business.

Bitauto’s advertising and subscription business provides a variety of advertising services to automakers through the bitauto.com website and corresponding mobile apps which provide consumers with up-to-date automobile pricing and promotional information, specifications, reviews and consumer feedback. Bitauto also provides transaction-focused online advertisements and services for promotional activities to its business partners, including automakers, automobile dealers, auto finance partners and insurance companies. Bitauto offers subscription services via its SaaS platform, which provides web-based and mobile-based integrated digital marketing solutions to new car automobile dealers in China. The SaaS platform enables automobile dealer subscribers to create their own online showrooms, list pricing and promotional information, provide automobile dealer contact information, place advertisements and manage customer relationships to help them reach a broad set of purchase-minded customers and effectively market their automobiles to consumers online.

Bitauto’s transaction services business is primarily conducted by its controlled subsidiary, Yixin Group Limited (SEHK: 2858), a leading online automobile finance transaction platform in China, which provides transaction platform services as well as self-operated financing services.

Bitauto’s digital marketing solutions business provides automakers with one-stop digital marketing solutions, including website creation and maintenance, online public relations, online marketing campaigns, advertising agent services, big data applications and digital image creation.

For more information, please visit ir.bitauto.com.

For investor and media inquiries, please contact:

Suki Li
Bitauto Holdings Limited
Phone: +86-10-6849-2145
ir@bitauto.com

Philip Lisio
Foote Group
Phone: +86-10-8429-9544
bitauto@thefootegroup.com

View original content:http://www.prnewswire.com/news-releases/bitauto-enters-into-definitive-agreement-for-going-private-transaction-301075064.html

techENT

Tag Archives: WEB

China Finance Online Reports 2020 First Quarter Unaudited Financial Results

China Finance Online Announces a New Telephone Dial-in Numbers for the First Quarter 2020 Earnings Call on July 24, 2020

Former General Manager of Sogou’s Commercial Product Technology Center, Xu Hongbing, Appointed CTO of Yiwugo

Trip.com Group Announces Completion of the Put Right Offer for Its 1.99% Convertible Senior Notes due 2025

Tuniu Has Regained Compliance with Nasdaq’s Minimum Bid Price Requirement

58.com Reports First Quarter 2020 Unaudited Financial Results

CDEL Announces Formation of Independent Special Committee to Review Preliminary Non-Binding Proposal to Acquire the Company

58.com Inc. to Report First Quarter 2020 Financial Results on June 26, 2020

58.com Enters into a Definitive Agreement for Going-Private Transaction

Bitauto Enters into Definitive Agreement for Going-Private Transaction

Tech Your Way