[New York Menlo Park Washington DC São Paulo London Paris Madrid Tokyo Beijing Hong Kong Li He LLP Davis Polk & Wardwell 2201 China World Office 2 1 Jian Guo Men Wai Avenue Chaoyang District Beijing 100004 86 10 8567 5005 tel 86 10 8567 5105 fax li.he@davispolk.com September 30, 2013 Re: Qunar Cayman Islands Limited Registration Statement on Form]
[New York Menlo Park Washington DC São Paulo London Paris Madrid Tokyo Beijing Hong Kong Li He LLP Davis Polk & Wardwell 2201 China World Office 2 1 Jian Guo Men Wai Avenue Chaoyang District Beijing 100004 86 10 8567 5005 tel 86 10 8567 5105 fax li.he@davispolk.com September 30, 2013 Re: Qunar Cayman Islands Limited Registration Statement on Form]
[CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered (1) (2) Proposed Maximum Amount Of Class B Ordinary shares, par value US$0.001 per share (3) US$125,000,000 US$17,050 (1) (2) (3) American depositary shares issuable upon deposit of the Class B ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 to] [THE COMPANIES LAW (REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF QUNAR CAYMAN ISLANDS LIMITED (adopted by a special resolution passed and effective on July 3, 2013) THE COMPANIES LAW (REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF QUNAR CAYMAN] [EXECUTION VERSION QUNAR CAYMAN ISLANDS LIMITED AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT among QUNAR CAYMAN ISLANDS LIMITED BAIDU HOLDINGS LIMITED and OTHER SHAREHOLDERS PARTY HERETO dated as of July 20, 2011 TABLE OF CONTENTS Page 1. Registration Rights 1 1.1 Definitions 1 1.2 Request for Registration 3 1.3 Company Registration 5 1.4 Form S-3 or F-3 Registration] [EXECUTION VERSION QUNAR CAYMAN ISLANDS LIMITED TRANSFER OF SHARES AGREEMENT Agreement Company Baidu Founder Founders Key Shareholders Deed of Adherence Minority Shareholders Shareholders Non-Founder Shareholders This Transfer of Shares Agreement (this RECITALS Ordinary Shares Purchase Agreement Ordinary Shares A. The Company and Baidu are parties to that certain Ordinary Shares Purchase Agreement dated as of June 24, 2011 (the] [EXECUTION VERSION QUNAR CAYMAN ISLANDS LIMITED AMENDED AND RESTATED VOTING AGREEMENT Agreement Company Baidu Key Shareholders Deed of Adherence Minority Shareholder Minority Shareholders Shareholders This Amended and Restated Voting Agreement (this RECITALS Ordinary Shares Purchase Agreement Ordinary Shares A. The Company and Baidu are parties to that certain Ordinary Shares Purchase Agreement dated as of June 24, 2011 (the] [EXECUTION VERSION ORDINARY SHARES PURCHASE AGREEMENT between QUNAR CAYMAN ISLANDS LIMITED and BAIDU HOLDINGS LIMITED dated as of June 24, 2011 TABLE OF CONTENTS Page 1. Purchase and Sale of Ordinary Shares 2 1.1 Sale and Issuance of Ordinary Shares 2 1.2 Closing; Delivery 2 1.3 Defined Terms Used in this Agreement 3 2.] [UNAR AYMAN SLANDS IMITED Q MENDED AND ESTATED HARE LAN A ADOPTED ON NOVEMBER 8, 2007 AMENDED ON JULY 30, 2010 AMENDED ON JUNE 22, 2011 AMENDED ON DECEMBER 29, 2011 AMENDED ON AUGUST 10, 2012 AMENDED ON SEPTEMBER 24, 2013 TABLE OF CONTENTS Page SECTION 1. Establishment And Purpose 1 SECTION 2. Administration 1 (a) Committees of the Board] [FORM OF INDEMNIFICATION AGREEMENT QUNAR CAYMAN ISLANDS LIMITED Agreement Company Indemnitee This Indemnification Agreement (this W I T N E S S E T H: WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or executive officers unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and] [EMPLOYMENT AGREEMENT Agreement Company Executive This Employment Agreement (the WHEREAS, the Company and Executive wish to enter into an employment agreement whereby the Executive will be employed by the Company in accordance with the terms and conditions stated below; NOW, THEREFORE, the parties hereby agree as follows: ARTICLE 1 MPLOYMENT UTIES ND ESPONSIBILITIES E . Employment. Section 1.01 .] [Restated Exclusive Technical Consulting and Services Agreement between Beijing Qu Na Information Technology Co., Ltd. and Beijing Qunar Software Technology Co., Ltd. October 10, 2012 TABLE OF CONTENTS ARTICLE PAGE 1. APPOINTMENT AND PROVISION OF SERVICES 4 2. INTELLECTUAL PROPERTY RIGHTS 4 3. SERVICE FEE AND PAYMENT 4 4. 4 5. CONFIDENTIALITY] [Restated Loan Agreement among Beijing Qunar Software Technology Co., Ltd. ZHANG Dongchen And ZHUANG Chenchao October 10, 2012 TABLE OF CONTENTS Articles Pages 1. DEFINITIONS AND INTERPRETATIONS 4 2. LOANS 4 3. CONDITIONS PRECEDENT 6 4. 7] [Restated Equity Option Agreement Among Qunar Cayman Islands Limited Beijing Qunar Software Technology Co., Ltd. ZHANG Dongchen ZHUANG Chenchao And Beijing Qu Na Information Technology Co., Ltd. October 10, 2012 TABLE OF CONTENTS Articles Pages 1. DEFINITIONS AND INTERPRETATIONS 4 2. PURCHASE AND SALE OF EQUITY INTEREST 5 3. UNDERTAKINGS 7 4.] [EQUITY INTEREST PLEDGE AGREEMENT among Beijing Qunar Software Technology Co., Ltd. and ZHUANG Chenchao and ZHANG Dongchen October 10, 2012 Agreement PRC This Equity Interest Pledge Agreement (this Pledgee: Beijing Qunar Software Technology Co., Ltd. Registered Address: Room 1701-1707, 1710-1720,17th Floor, Viva Plaza, Building 18, Yard 29, Suzhou Street, Haidian District Beijing, China. Legal Representative: Tang Hesong Pledgors: Zhuang] [Dated: April 12, 2013 POWER OF ATTORNEY POA I, Zhuang Chenchao (ID card no. 310107197603264035) hereby irrevocably authorize any individual appointed, in writing, by Beijing Qunar Software Technology Co., Ltd. , who is approved by Qunar Cayman Islands Limited (Authorizee) to solely exercise , in the manner as approved by Qunar Cayman Islands Limited the following powers and rights during] [Supplementary Agreement to the Control Documents Agreement PRC This Supplementary Agreement to the Control Documents ( by and among (1) WFOE Beijing Qunar Software Technology Co., Ltd. ( (2) ( Beijing Qunar Beijing Qu Na Information Technology Co., Ltd. (3) Qunar Cayman Qunar Cayman Islands Limited, a Cayman Islands exempted company ( (4) Shareholder A Zhuang Chenchao, a PRC citizen,] [BUSINESS COOPERATION AGREEMENT Agreement Qunar Baidu BUSINESS COOPERATION AGREEMENT (this WITNESSETH: Ordinary Shares Purchase Agreement WHEREAS, Qunar and Baidu Holdings Limited, a wholly-owned subsidiary of Baidu, are parties to an Ordinary Shares Purchase Agreement dated as of June 24, 2011 (the NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable] [Execution Version SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this (1) Company Qunar Cayman Islands Limited, Limited, a company incorporated in the Cayman Islands (the (2) Purchaser Jaguarundi Partners, LLC, a limited liability company incorporated in the State of Delaware (the Party, Parties The Purchaser and the Company are sometimes herein referred to each as a W] [September 30, 2013 100 F Street, N.E. Commissioners, Very truly yours, PricewaterhouseCoopers Zhong Tian LLP (successor to PricewaterhouseCoopers Zhong Tian CPAs Limited Company) Beijing, the Peoples Republic of China EX-16.1 18 d360161dex161.htm EX-16.1] [Place of Incorporation Subsidiaries Queens Road Investment Management Limited Hong Kong Beijing Qunar Software Technology Company Limited Peoples Republic of China Shanghai Qianlima Network Technology Co. Ltd. Peoples Republic of China Variable Interest Entity Beijing Qu Na Information Technology Company Limited Peoples Republic of China Subsidiaries of Variable Interest Entity Beijing Jia Xin Hao Yuan Information Technology Company Ltd. Peoples] [Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption Experts and to the use of our report dated April 12, 2013, in the Registration Statement (Form F-1) and related Prospectus of Qunar Cayman Islands Limited for the registration of its ordinary shares. Beijing, Peoples Republic of China September 30, 2013 EX-23.1] [QUNAR CAYMAN ISLANDS LIMITED Code of Business Conduct and Ethics Adopted August 27, 2013 Introduction Code This Code of Business Conduct and Ethics (the We must strive to foster a culture of honesty and accountability. Our commitment to the highest level of ethical conduct should be reflected in all of the Companys business activities, including, but not limited to,] [Qunar Cayman Islands Limited 17th Floor, Viva Plaza, Building 18, Yard 29, Suzhou Street, Haidian District Beijing 100080 The Peoples Republic of China Dear Sirs/Madams: Re: Qunar Cayman Islands Limited PRC Company Registration Statement Offering ADSs Ordinary Shares Offered Securities We are qualified lawyers of the Peoples Republic of China (the Opinion With respect to the Offering, you have]
[CALCULATION OF REGISTRATION FEE Title of Each Class of Securities to be Registered (1) (2) Proposed Maximum Amount Of Class B Ordinary shares, par value US$0.001 per share (3) US$125,000,000 US$17,050 (1) (2) (3) American depositary shares issuable upon deposit of the Class B ordinary shares registered hereby will be registered under a separate registration statement on Form F-6 to] [THE COMPANIES LAW (REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION OF QUNAR CAYMAN ISLANDS LIMITED (adopted by a special resolution passed and effective on July 3, 2013) THE COMPANIES LAW (REVISED) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES FOURTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF QUNAR CAYMAN] [EXECUTION VERSION QUNAR CAYMAN ISLANDS LIMITED AMENDED AND RESTATED INVESTORS RIGHTS AGREEMENT among QUNAR CAYMAN ISLANDS LIMITED BAIDU HOLDINGS LIMITED and OTHER SHAREHOLDERS PARTY HERETO dated as of July 20, 2011 TABLE OF CONTENTS Page 1. Registration Rights 1 1.1 Definitions 1 1.2 Request for Registration 3 1.3 Company Registration 5 1.4 Form S-3 or F-3 Registration] [EXECUTION VERSION QUNAR CAYMAN ISLANDS LIMITED TRANSFER OF SHARES AGREEMENT Agreement Company Baidu Founder Founders Key Shareholders Deed of Adherence Minority Shareholders Shareholders Non-Founder Shareholders This Transfer of Shares Agreement (this RECITALS Ordinary Shares Purchase Agreement Ordinary Shares A. The Company and Baidu are parties to that certain Ordinary Shares Purchase Agreement dated as of June 24, 2011 (the] [EXECUTION VERSION QUNAR CAYMAN ISLANDS LIMITED AMENDED AND RESTATED VOTING AGREEMENT Agreement Company Baidu Key Shareholders Deed of Adherence Minority Shareholder Minority Shareholders Shareholders This Amended and Restated Voting Agreement (this RECITALS Ordinary Shares Purchase Agreement Ordinary Shares A. The Company and Baidu are parties to that certain Ordinary Shares Purchase Agreement dated as of June 24, 2011 (the] [EXECUTION VERSION ORDINARY SHARES PURCHASE AGREEMENT between QUNAR CAYMAN ISLANDS LIMITED and BAIDU HOLDINGS LIMITED dated as of June 24, 2011 TABLE OF CONTENTS Page 1. Purchase and Sale of Ordinary Shares 2 1.1 Sale and Issuance of Ordinary Shares 2 1.2 Closing; Delivery 2 1.3 Defined Terms Used in this Agreement 3 2.] [UNAR AYMAN SLANDS IMITED Q MENDED AND ESTATED HARE LAN A ADOPTED ON NOVEMBER 8, 2007 AMENDED ON JULY 30, 2010 AMENDED ON JUNE 22, 2011 AMENDED ON DECEMBER 29, 2011 AMENDED ON AUGUST 10, 2012 AMENDED ON SEPTEMBER 24, 2013 TABLE OF CONTENTS Page SECTION 1. Establishment And Purpose 1 SECTION 2. Administration 1 (a) Committees of the Board] [FORM OF INDEMNIFICATION AGREEMENT QUNAR CAYMAN ISLANDS LIMITED Agreement Company Indemnitee This Indemnification Agreement (this W I T N E S S E T H: WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors or executive officers unless they are provided with adequate protection through insurance or adequate indemnification against risks of claims and] [EMPLOYMENT AGREEMENT Agreement Company Executive This Employment Agreement (the WHEREAS, the Company and Executive wish to enter into an employment agreement whereby the Executive will be employed by the Company in accordance with the terms and conditions stated below; NOW, THEREFORE, the parties hereby agree as follows: ARTICLE 1 MPLOYMENT UTIES ND ESPONSIBILITIES E . Employment. Section 1.01 .] [Restated Exclusive Technical Consulting and Services Agreement between Beijing Qu Na Information Technology Co., Ltd. and Beijing Qunar Software Technology Co., Ltd. October 10, 2012 TABLE OF CONTENTS ARTICLE PAGE 1. APPOINTMENT AND PROVISION OF SERVICES 4 2. INTELLECTUAL PROPERTY RIGHTS 4 3. SERVICE FEE AND PAYMENT 4 4. 4 5. CONFIDENTIALITY] [Restated Loan Agreement among Beijing Qunar Software Technology Co., Ltd. ZHANG Dongchen And ZHUANG Chenchao October 10, 2012 TABLE OF CONTENTS Articles Pages 1. DEFINITIONS AND INTERPRETATIONS 4 2. LOANS 4 3. CONDITIONS PRECEDENT 6 4. 7] [Restated Equity Option Agreement Among Qunar Cayman Islands Limited Beijing Qunar Software Technology Co., Ltd. ZHANG Dongchen ZHUANG Chenchao And Beijing Qu Na Information Technology Co., Ltd. October 10, 2012 TABLE OF CONTENTS Articles Pages 1. DEFINITIONS AND INTERPRETATIONS 4 2. PURCHASE AND SALE OF EQUITY INTEREST 5 3. UNDERTAKINGS 7 4.] [EQUITY INTEREST PLEDGE AGREEMENT among Beijing Qunar Software Technology Co., Ltd. and ZHUANG Chenchao and ZHANG Dongchen October 10, 2012 Agreement PRC This Equity Interest Pledge Agreement (this Pledgee: Beijing Qunar Software Technology Co., Ltd. Registered Address: Room 1701-1707, 1710-1720,17th Floor, Viva Plaza, Building 18, Yard 29, Suzhou Street, Haidian District Beijing, China. Legal Representative: Tang Hesong Pledgors: Zhuang] [Dated: April 12, 2013 POWER OF ATTORNEY POA I, Zhuang Chenchao (ID card no. 310107197603264035) hereby irrevocably authorize any individual appointed, in writing, by Beijing Qunar Software Technology Co., Ltd. , who is approved by Qunar Cayman Islands Limited (Authorizee) to solely exercise , in the manner as approved by Qunar Cayman Islands Limited the following powers and rights during] [Supplementary Agreement to the Control Documents Agreement PRC This Supplementary Agreement to the Control Documents ( by and among (1) WFOE Beijing Qunar Software Technology Co., Ltd. ( (2) ( Beijing Qunar Beijing Qu Na Information Technology Co., Ltd. (3) Qunar Cayman Qunar Cayman Islands Limited, a Cayman Islands exempted company ( (4) Shareholder A Zhuang Chenchao, a PRC citizen,] [BUSINESS COOPERATION AGREEMENT Agreement Qunar Baidu BUSINESS COOPERATION AGREEMENT (this WITNESSETH: Ordinary Shares Purchase Agreement WHEREAS, Qunar and Baidu Holdings Limited, a wholly-owned subsidiary of Baidu, are parties to an Ordinary Shares Purchase Agreement dated as of June 24, 2011 (the NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable] [Execution Version SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this (1) Company Qunar Cayman Islands Limited, Limited, a company incorporated in the Cayman Islands (the (2) Purchaser Jaguarundi Partners, LLC, a limited liability company incorporated in the State of Delaware (the Party, Parties The Purchaser and the Company are sometimes herein referred to each as a W] [September 30, 2013 100 F Street, N.E. Commissioners, Very truly yours, PricewaterhouseCoopers Zhong Tian LLP (successor to PricewaterhouseCoopers Zhong Tian CPAs Limited Company) Beijing, the Peoples Republic of China EX-16.1 18 d360161dex161.htm EX-16.1] [Place of Incorporation Subsidiaries Queens Road Investment Management Limited Hong Kong Beijing Qunar Software Technology Company Limited Peoples Republic of China Shanghai Qianlima Network Technology Co. Ltd. Peoples Republic of China Variable Interest Entity Beijing Qu Na Information Technology Company Limited Peoples Republic of China Subsidiaries of Variable Interest Entity Beijing Jia Xin Hao Yuan Information Technology Company Ltd. Peoples] [Consent of Independent Registered Public Accounting Firm We consent to the reference to our firm under the caption Experts and to the use of our report dated April 12, 2013, in the Registration Statement (Form F-1) and related Prospectus of Qunar Cayman Islands Limited for the registration of its ordinary shares. Beijing, Peoples Republic of China September 30, 2013 EX-23.1] [QUNAR CAYMAN ISLANDS LIMITED Code of Business Conduct and Ethics Adopted August 27, 2013 Introduction Code This Code of Business Conduct and Ethics (the We must strive to foster a culture of honesty and accountability. Our commitment to the highest level of ethical conduct should be reflected in all of the Companys business activities, including, but not limited to,] [Qunar Cayman Islands Limited 17th Floor, Viva Plaza, Building 18, Yard 29, Suzhou Street, Haidian District Beijing 100080 The Peoples Republic of China Dear Sirs/Madams: Re: Qunar Cayman Islands Limited PRC Company Registration Statement Offering ADSs Ordinary Shares Offered Securities We are qualified lawyers of the Peoples Republic of China (the Opinion With respect to the Offering, you have]
[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 Peoples 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 Peoples 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 Peoples 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 Peoples 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 Peoples 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,]
[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 Peoples 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 Peoples 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 Peoples 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 Peoples 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 Peoples 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,]
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