WUBA [58.com] F-1: PROSPECTUS (Subject to Completion) American Depositary Shares 58.com

[PROSPECTUS (Subject to Completion) American Depositary Shares 58.com Inc. REPRESENTING CLASS A ORDINARY SHARES 58.com Inc. is offering American Depositary Shares, or ADSs, and the selling shareholders named in this prospectus are offering an aggregate of ADSs. Each ADS represents two Class A ordinary shares, par value $0.00001 per share. We will not receive any proceeds from the ADSs sold] [[ ] March, 2014 58.com Inc. Block E, The North American International Business Center Chaoyang District Beijing 100101 People’s Republic of China DIRECT LINE: E-MAIL OUR REF: YOUR REF: 852 2842 9531 Anna.Chong@conyersdill.com AC/al/#6383536 (M#879245) Dear Sirs, 58.com Inc. (the “Company”) Commission Registration Statement Securities Act Ordinary Shares Resolutions Certificate Date For the purposes of giving this opinion, we have] [17 March 2014 Matter No.:879245 Doc Ref: AC/al/#6733038 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. he “Company”) Commission Registration Statement Securities Act Class A Ordinary Shares For the purposes of giving this opinion, we have examined and relied upon] [[LETTERHEAD OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP] March 17, 2014 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: In rendering the opinion stated herein, we have examined and relied upon the following: (a) the] [List of Principal Subsidiaries and Consolidated Affiliated Entity of 58.com Inc. Principal 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] [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 March 17, 2014, relating to the consolidated financial statements of 58.com Inc. which appears in such Registration Statement. We also consent to the references to us under the headings “Experts” in such Registration] [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 Fax : (86 10) 8525 5500; March 17, 2014 To: 58.com Inc. Block E, the North American International Business Center Yi 108 Beiyuan Road, Chaoyang District Beijing 100101, PRC Dear Sirs]

CHLN [China Housing & Land Development] 10-K/A: (Original Filing)

[Explanatory Note Amendment No.2 relates entirely to the auditors' reports and consents thereon. Amendment No.2 does not contain any additional amendments to the financial statements on which the auditors' reports have been issued beyond those described in Note 2 of the financial statements as filed under Amendment No.1. TABLE OF CONTENT 1 PART I 2 ITEM 1 BUSINESS (As restated)] [List of Subsidiaries Wayfast Holdings Limited (British Virgin Island) Gracemind Holdings Limited (British Virgin Island) Man State Holdings Limited (British Virgin Island) Clever Advance Limited (Hong Kong, China) Treasure Asia Holdings Limited (Hong Kong, China) Success Hill Limited (Hong Kong, China) Xi’an Tsining Housing Development Co., Ltd. (Xi’an, China) Xi’an New Land Development Co., Ltd. (Xi’an, China) Puhua (Xi’an) Real] [Consent of Independent Registered Public Accounting Firm We consent to the inclusion in this Annual Report on Form 10-K/A (Amendment No. 2) of our report dated March 17, 2014 on our audit of the consolidated balance sheet of China Housing & Land Development, Inc. as at December 31, 2012 and the related consolidated statements of income and comprehensive income, shareholders’] [Consent of Independent Registered Public Accounting Firm We consent to the inclusion in this Annual Report on Form 10-K/A (Amendment No.2) of our report dated March 29, 2012, with regards to the the consolidated balance sheets of China Housing & Land Development, Inc. and Subsidiaries as at December 31, 2011 and the related consolidated statements of income and comprehensive income,] [CERTIFICATION I, Xiaohong Feng, certify that: 1. I have reviewed this report on Form 10-K/A of China Housing & Land Development, Inc. for the fiscal year ended December 31, 2012; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [CERTIFICATION I, Cangsang Huang, certify that: 1. I have reviewed this report on Form 10-K/A of China Housing & Land Development, Inc. for the fiscal year ended December 31, 2012; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made,] [i. ii. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. A signed original of this written statement has been provided to the Company and will be retained by the Company and will be furnished to the SEC or our staff upon request. Xiaohong Feng Chief Executive] [i. ii. the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. A signed original of this written statement has been provided to the Company and will be retained by the Company and will be furnished to the SEC or our staff upon request. Cangsang Huang Chief Financial]

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