A nine-year investment has run into compliance trouble at the very final stage of its exit.
In its interim report released on September 10, ONEWO (02602.HK) disclosed that Dream Landing, a holding entity ultimately controlled by Yao Jinbo—the founder, chairman, and CEO of 58.com—sold 6.74 million H-shares of ONEWO on the open market between June 10 and 29 of this year. This reduced Yao's deemed interests in the company's H-shares to approximately 0.44%, down from about 1.01%. Between July 20 and 31, the entity sold the remaining 5,108,934 shares. The two tranches combined to a total disposal of 11,848,934 shares, bringing the stake to zero.
Notably, Yao failed to provide written notification as required under board trading rules before either round of transactions. Moreover, the July sales took place during the blackout period ahead of the interim results announcement.
This was by no means an ordinary reduction by a typical shareholder, given Yao's board position.
Yao continues to serve as a non-executive director of ONEWO. Because he ultimately controls 58.com, he is deemed to hold interests in the shares owned by Dream Landing. The Hong Kong Exchange's Model Code for Securities Transactions by Directors of Listed Issuers mandates that directors give written notice to the chairman or a designated director and obtain a dated acknowledgment before trading. Trading during the prescribed period ahead of the interim results announcement remains prohibited.
ONEWO published its interim results on August 13, which set the blackout period from July 14 onward. Thus, the June transactions breached the notification requirement, while the July transactions involved both the notification shortfall and the trading ban.
The origins of these shares go back to the time when ONEWO was still known as Vanke Property.
In 2017, the 58 Group subscribed for a 5% equity stake at a consideration of RMB 300 million or its USD equivalent, becoming a strategic investor. The collaboration vision at the time was to connect 58's online services in property, housekeeping, and second-hand transactions with the residential communities managed by Vanke Property. During that period, Zhu Baoquan, then head of Vanke Property, remarked that 58 could offer an internet-based gateway to lifestyle services, while Yao also highlighted community-facing scenarios such as property transactions and door-to-door services.
The 58 Group's departure, however, did not begin this year.
According to ONEWO's prospectus, Dream Landing had agreed to transfer 19.958 million shares for an amount equivalent to RMB 1.9912 billion in USD around the time of the 2022 listing, with the transaction completed in early the following year.
In April 2024, a disclosure of interests filed by Yao showed that his holdings had fallen to 11,848,934 shares from 30,042,000 shares following a disposal. The shares sold this past summer were precisely the entire residual stake.
The final two tranches were executed between June 10 and 29 and July 20 and 31, disposing of 6.74 million and 5,108,934 shares respectively. Whereas earlier exits had been phased through pre-listing equity transfers and post-listing sales, this full liquidation marked the first direct clash between the selling plans of the 58 Group's investment team and Yao's obligations as a director.
Yao told ONEWO that the disposal was an "unintentional oversight" by the external investment management team of 58.com, asserting that he had no access to inside information during the trading period. He added that he has since arranged for the team to undergo rules training and has strengthened internal reporting and approval procedures.
ONEWO likewise stated that it would enhance director training. These responses explain the execution process from Yao's side but do not alter the fact that neither round of transactions had been preceded by the necessary written notice.
From strategic participation in 2017 to full divestment in 2026, the 58 Group's capital commitment has now come full circle, but Yao's director role does not end with the shareholding dropping to zero. The crux of the matter lies here: while an investment team may execute trades independently, when the shares involve beneficial interests attributed to a director of a listed company, the investment process must still be wired into the compliance framework governing director dealings.
The interim report disclosed the remedial measures but has yet to explain how this procedural link failed in the first place.
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