[FORM F-1 58.com Inc. Not Applicable Cayman Islands 7370 Not Applicable (State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer Block E, The North American International Business Center Law Debenture Corporate Services Inc. Copies to: Z. Julie Gao, Esq. th David Roberts, Esq. Approximate date of commencement of proposed sale to the public: as soon as practicable after the effective] [THE COMPANIES LAW SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION 58.COM INC. (Adopted by special resolution of the shareholders passed on July 23, 2011) 1. The name of the Company is 58.com Inc. 2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman,] [THE COMPANIES LAW EXEMPTED COMPANY LIMITED BY SHARES THIRD AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF 58.COM INC. (Adopted by special resolution of the shareholders passed on September 26, 2013 ) 1. The name of the Company is 58.com Inc . 2. The Registered Office of the Company shall be at the offices of Codan Trust Company (Cayman) Limited, Cricket] [Incorporated in the Cayman Islands 58.com Inc. This is to certify that is / are the registered shareholders of: No. of Shares Type of Share Par Value Class A Ordinary USD 0.00001 Date of Record Certificate Number % Paid] [Dated July 6, 2011 The persons whose names and addresses are set out in Schedule 1 Part A and The corporations whose names and addresses are set out in Schedule 1 Parts B, C and D (Vendors) and 58.com Inc. (Purchaser) Share Exchange Agreement relating to China Classified Network Corporation This Share Exchange Agreement is made on the 6th day] [EXECUTION COPY AMENDED AND RESTATED SHAREHOLDERS’ AGREEMENT DATED : August 4, 2011 (1). 58.COM INC. (2). CHINA CLASSIFIED NETWORK CORPORATION (3). CHINA CLASSIFIED INFORMATION CORPORATION LIMITED (4). BEIJING CHENGSHI WANGLIN INFORMATION TECHNOLOGY CO., LTD. (5). BEIJING 58 INFORMATION TECHNOLOGY CO., LTD. (6). SB ASIA INVESTMENT FUND II L.P. (7). DCM V, L.P. and DCM AFFILIATES FUND V, L.P. (8). WP] [EXECUTION COPY 58.COM INC. CHINA CLASSIFIED NETWORK CORPORATION CHINA CLASSIFIED INFORMATION CORPORATION LIMITED BEIJING CHENGSHI WANGLIN INFORMATION TECHNOLOGY CO., LTD. BEIJING 58 INFORMATION TECHNOLOGY CO., LTD. AND WP X ASIA ONLINE INVESTMENT HOLDINGS LIMITED SERIES B-1 PREFERENCE SHARE Dated July 23, 2011 Orrick, Herrington & Sutcliffe LLP 43rd Floor, Gloucester Tower 58.COM INC. SERIES B-1 PREFERENCE SHARE SUBSCRIPTION AGREEMENT THIS] [27 September 201 3 OUR REF: AC/al/#3795406v3 (M#87 87500 ) 58.com Inc. Block E, The North American International Business Center Yi 108 Beiyuan Road Chaoyang District Beijing 100101 The People’s Republic of China Dear Sirs, 58.com Inc. (the “Company”) Commission or about 27 September 2013 Registration Statement Securities Act (the “ 000 Class A Ordinary Shares 1 each (the “] [27 September 2013 Matter No.:87 8500 Doc Ref: AC/al /# 3795412v3 58.com Inc. Block E, The North American International Business Center Yi 108 Beiyuan Road Chaoyang District Beijing 100101 The People’s Republic of China Dear Sirs, Re: 58.com Inc. (t he “Company”) We have acted as special legal counsel in the Cayman Islands to the Company in connection with a] [September 27, 2013 58.com Inc. Block E The North American International Business Center Yi 108 Beiyuan Road Chaoyang District, Beijing 100101 People’s Republic of China RE: American Depositary Shares of 58.com Inc. Ladies and Gentlemen: September 27 , 2013 (the “Registration Statement”). In rendering the opinion stated herein, we have examined and relied upon the following: (a) the Registration Statement.] [58.COM INC. EMPLOYEE STOCK OPTION PLAN (effective as of July 6, 2011 and as subsequently amended) WHEREAS WHEREAS , the Board has decided that an Employee Stock Option Plan (the “Plan”) shall be established. NOW THEREFORE , the details of the Plan are set forth as follows: 1. General Purpose of Plan; Definitions The name of this plan is the] [58.COM INC. 2013 SHARE INCENTIVE PLAN ARTICLE 1 PURPOSE Plan The purpose of the 58.com Inc. 2013 Share Incentive Plan (the “ the Cayman Islands Company (the “ ARTICLE 2 DEFINITIONS AND CONSTRUCTION Wherever the following terms are used in the Plan they shall have the meanings specified below, unless the context clearly indicates otherwise. The singular pronoun shall include] [INDEMNIFICATION AGREEMENT Agreement Company Indemnitee THIS INDEMNIFICATION AGREEMENT (this “ WHEREAS, the Indemnitee has agreed to serve as a director/an executive officer of the Company and in such capacity will render valuable services to the Company; and Board of Directors WHEREAS, in order to induce and encourage highly experienced and capable persons such as the Indemnitee to serve as directors/executive] [EMPLOYMENT AGREEMENT Agreement Company Executive Company Group This EMPLOYMENT AGREEMENT (the “ RECITALS A. The Company desires to employ the Executive and to assure itself of the services of the Executive during the term of Employment (as defined below). B. The Executive desires to be employed by the Company during the term of Employment and under the terms and conditions] [Amended and Restated Exclusive Business Cooperation Agreement This Amended and Restated Exclusive Business Cooperation Agreement (th is “ Agreement ” ) is made and entered into by and between the following p arties on October 10 , 20 11 in Beijing, the People ’ s Republic of China ( “China” or the “PRC” ). Party A: Beijing Chengshi Wanglin Information] [Amended and Restated Equity Interest Pledge Agreement This Amended and Restated Equity Interest Pledge Agreement (this “Agreement”) has been executed by and among the following parties on June 28, 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”): Party A: Beijing Chengshi Wanglin Information Technology Co., Ltd. (hereinafter “Pledgee”), a wholly foreign owned enterprise, organized and existing] [Amended and Restated Exclusive Option Agreement This Amended and Restated Exclusive Option Agreement (this “Agreement”) is executed by and among the following P arties as of the 28th day of June 2013 in Beijing, the People’s Republic of China (“China” or the “PRC”) : Party A: Beijing Chengshi Wanglin Information Technology Co., Ltd. , a wholly foreign owned enterprise, organized] [Power of Attorney I, Jinbo Yao, a Chinese citizen with Chinese Identification Card No.: , and a holder of 37.8% of the entire registered capital in Beijing 58 Information Technology Co., Ltd. (“58.com”) as of the date when the Power of Attorney is executed, hereby irrevocably authorize Beijing Chengshi Wanglin Information Technology Co., Ltd. (“WFOE”) to exercise the following rights] [Loan Agreement This Loan Agreement (this “Agreement”) is made and entered into by and between the Parties below as of December 1, 2011 in Beijing, China: (1) Beijing Chengshi Wanglin Information Technology Co., Ltd. (“Lender”), a wholly foreign owned enterprise, organized and existing under the laws of the PRC, with its address at No.6 Building, Yi 108, Beiyuan Road, Chaoyang] [List of Principal Subsidiaries and Consolidated Affiliated Entities of 58.com Inc. Subsidiaries: China Classified Network Corporation, a British Virgin Islands company China Classified Information Corporation Limited, a Hong Kong company Beijing Chengshi Wanglin Information Technology Co., Ltd., a PRC company 58 Tongcheng Information Technology Co., Ltd., a PRC company Consolidated Affiliated Entity: Beijing 58 Information Technology Co., Ltd., a PRC] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the use in this Registration Statement on Form F-1 of 58.com Inc. of our report dated July 30, 2013, except September 26 , 2013 , relating to the consolidated financial statements of 58.com Inc. which appears in such Registration Statement. We also consent to the reference to us under] [Consent Of iResearch Consulting Group August 1, 2013 58.com Inc. Ladies and Gentlemen: Registration Statement Company SEC SEC Filings iResearch Consulting Group hereby consents to references to its name in i) the registration statement on Form F-1 (together with any amendments thereto, the “ Report iResearch Consulting Group further consents to inclusion of information, data and statements from the report] [58.COM INC. CODE OF BUSINESS CONDUCT AND ETHICS I. PURPOSE Code Company This Code of Business Conduct and Ethics (the “ This Code is designed to deter wrongdoing and to promote: · honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships; · SEC · · prompt internal reporting of] [漢 坤 律 師 事 務 所 HAN KUN LAW OFFICES Suite 906, Office Tower C1, Oriental Plaza, 1 East Chang An Avenue, Beijing 100738, P. R. China TEL: (86 10) 8525 5500; FAX: (86 10) 8525 5511 / 8525 5522 September 27 , 2013 58.com Inc. To: Block E, the North American International Business Center Yi 108 Beiyuan Road,]