WUBA [58.com] S-8: (Original Filing)

[] [17 June 2015 58.com Inc. Block E The North America International Business Center Yi 108 Beiyuan Road Chaoyang District Beijing 100101 People’s Republic of China OUR REF: AC/al/10188607 (M#821209) Dear Sirs 58.com Inc. (the "Company") Commission Registration Statement Class A Ordinary Shares Class B Ordinary Shares Shares Plan , For the purposes of giving this opinion, we have examined and] [58.com Inc. AMENDMENT NO.1 TO The 2013 SHARE INCENTIVE PLAN Amendment Plan Company This Amendment (“ 1. 2. 3.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in this Registration Statement on Form Beijing, the People’s Republic of China June 17, 2015]

WUBA [58.com] SC 13G/A: (Original Filing)

[T. ROWE PRICE ASSOCIATES, INC. 52-0556948 2 Check the Appropriate Box if a Member of a Group NOT APPLICABLE 3 SEC Use Only ______________________________ 4 Citizenship or Place of Organization MARYLAND Number of Shares Beneficially Owned by Each Reporting Person With 5 Sole Voting Power* 1,967,296 6 Shared Voting Power* -0- 7 Sole Dispositive Power* 10,317,970 8 Shared Dispositive Power]

WUBA [58.com] 6-K: (Original Filing)

[58.com Reports First Quarter 2015 Unaudited Financial Results BEIJING, May 25, 2015 -- 58.com Inc. (NYSE: WUBA) (“58.com” or the “Company”), China’s largest online marketplace serving local merchants and consumers, today reported its unaudited financial results for the first quarter ended March 31, 2015. First Quarter 2015 Financial Highlights · Total revenues were US$87.1 million, an 80.5% increase from the] []

WUBA [58.com] 6-K: 58.com Reports First Quarter 2015 Unaudited Financial Results

[58.com Reports First Quarter 2015 Unaudited Financial Results BEIJING, May 25, 2015 -- 58.com Inc. (NYSE: WUBA) (“58.com” or the “Company”), China’s largest online marketplace serving local merchants and consumers, today reported its unaudited financial results for the first quarter ended March 31, 2015. First Quarter 2015 Financial Highlights · Total revenues were US$87.1 million, an 80.5% increase from the] []

WUBA [58.com] SC 13G/A: (Original Filing)

[T. ROWE PRICE ASSOCIATES, INC. 52-0556948 2 Check the Appropriate Box if a Member of a Group NOT APPLICABLE 3 SEC Use Only ______________________________ 4 Citizenship or Place of Organization MARYLAND Number of Shares Beneficially Owned by Each Reporting Person With 5 Sole Voting Power* 2,493,696 6 Shared Voting Power* -0- 7 Sole Dispositive Power* 12,384,498 8 Shared Dispositive Power]

WUBA [58.com] SC 13G/A: T. ROWE PRICE ASSOCIATES, INC. 52-0556948 2 Check

[T. ROWE PRICE ASSOCIATES, INC. 52-0556948 2 Check the Appropriate Box if a Member of a Group NOT APPLICABLE 3 SEC Use Only ______________________________ 4 Citizenship or Place of Organization MARYLAND Number of Shares Beneficially Owned by Each Reporting Person With 5 Sole Voting Power* 2,493,696 6 Shared Voting Power* -0- 7 Sole Dispositive Power* 12,384,498 8 Shared Dispositive Power]

WUBA [58.com] SC 13D/A: (Original Filing)

[SS OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON DCM V, L.P. (“DCM V”) 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ¨ (b) x 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH PERSON WITH 5 SOLE VOTING POWER American Depositary Shares (“ADSs”) 9,401,427 ordinary shares]

WUBA [58.com] 20-F: (Original Filing)

[Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 176,375,211 ordinary shares, par value US$0.00001 per share, being the sum of 101,574,732 Class A ordinary shares and 74,800,479 Class B ordinary shares as of December 31, 2014. x o o] [Execution Version INVESTMENT AGREEMENT 58.COM INC., and OHIO RIVER INVESTMENT LIMITED TABLE OF CONTENTS Page Article 1 Definitions . Section 1.01 Definitions 1 . Section 1.02 Other Definitional and Interpretative Provisions 6 Article 2 Purchase and Sale . Section 2.01 Purchase and Sale 7 Section 2.02. Closing 7 Article 3 Section 3.01. Organization and Qualification 8 Section 3.02. Subsidiaries 8] [Execution Version INVESTOR RIGHTS AGREEMENT 58.COM INC., OHIO RIVER INVESTMENT LIMITED CERTAIN OTHER PARTIES NAMED HEREIN TABLE OF CONTENTS Article 1 Definitions . Definitions Section 1.01 1 . Other Definitional and Interpretative Provisions Section 1.02 5 Article 2 Corporate Governance . Board Representation Section 2.01 6 Investor Observer Section 2.02. 7 Expenses and Indemnification Section 2.03. 7 No Inconsistent Amendments] [SHARE REPURCHASE AGREEMENT Agreement THIS SHARE REPURCHASE Company (1) 58.com Inc., a company organized under the laws of the Cayman Islands (the “ Shareholder , Shareholders (2) each of the parties set forth in Ordinary Shares WHEREAS, the Company desires to repurchase from Shareholders, and each of Shareholders desires to sell to the Company, an aggregate of 7,838,949 Class B] [Ex 4.16 Cooperation Agreement for The Project of Block A1, IT Industrial Park of Electronics Zone Beijing Electronics Zone Investment and Development Co., Ltd. Beijing Chengshi Wanglin Information Technology Co., Ltd. September 25, 2014 Beijing Party A: Beijing Electronics Zone Investment and Development Co., Ltd. Postal Address: Building 205, Jia No. 10 Yard, North Jiuxianqiao Road, Chaoyang District, Beijing Zip] [Ex 8.1 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 Anjuke Inc., a Cayman Islands company 58 Daojia Inc.,] [I, Jinbo Yao, certify that: 1. I have reviewed this annual report on Form 20-F of 58.com Inc.; 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, in light of the circumstances under which such statements were made, not] [Certification by the Principal Financial Officer I, Hao Zhou, certify that: 1. I have reviewed this annual report on Form 20-F of 58.com Inc.; 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, in light of the circumstances under] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [Certification by the Principal Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. Beijing, the People’s Republic of China April 29, 2015 普华永道中天会计师事务所 特殊普通合伙 北京分所 PricewaterhouseCoopers Zhong Tian LLP, Beijing Branch, 26/F Office Tower A Beijing Fortune Plaza, 7 Dongsanhuan Zhong Road, Chaoyang District, Beijing 100020, PRC T: +86 (10)] [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; 58.com Inc. Block E, The North American International Business Center Yi 108 Beiyuan Road, Chaoyang District, Beijing 100101 People’s Republic of China Dear Sir/Madam: Yours]

WUBA [58.com] 20-F: Indicate the number of outstanding shares of each

[Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. 176,375,211 ordinary shares, par value US$0.00001 per share, being the sum of 101,574,732 Class A ordinary shares and 74,800,479 Class B ordinary shares as of December 31, 2014. x o o] [Execution Version INVESTMENT AGREEMENT 58.COM INC., and OHIO RIVER INVESTMENT LIMITED TABLE OF CONTENTS Page Article 1 Definitions . Section 1.01 Definitions 1 . Section 1.02 Other Definitional and Interpretative Provisions 6 Article 2 Purchase and Sale . Section 2.01 Purchase and Sale 7 Section 2.02. Closing 7 Article 3 Section 3.01. Organization and Qualification 8 Section 3.02. Subsidiaries 8] [Execution Version INVESTOR RIGHTS AGREEMENT 58.COM INC., OHIO RIVER INVESTMENT LIMITED CERTAIN OTHER PARTIES NAMED HEREIN TABLE OF CONTENTS Article 1 Definitions . Definitions Section 1.01 1 . Other Definitional and Interpretative Provisions Section 1.02 5 Article 2 Corporate Governance . Board Representation Section 2.01 6 Investor Observer Section 2.02. 7 Expenses and Indemnification Section 2.03. 7 No Inconsistent Amendments] [SHARE REPURCHASE AGREEMENT Agreement THIS SHARE REPURCHASE Company (1) 58.com Inc., a company organized under the laws of the Cayman Islands (the “ Shareholder , Shareholders (2) each of the parties set forth in Ordinary Shares WHEREAS, the Company desires to repurchase from Shareholders, and each of Shareholders desires to sell to the Company, an aggregate of 7,838,949 Class B] [Ex 4.16 Cooperation Agreement for The Project of Block A1, IT Industrial Park of Electronics Zone Beijing Electronics Zone Investment and Development Co., Ltd. Beijing Chengshi Wanglin Information Technology Co., Ltd. September 25, 2014 Beijing Party A: Beijing Electronics Zone Investment and Development Co., Ltd. Postal Address: Building 205, Jia No. 10 Yard, North Jiuxianqiao Road, Chaoyang District, Beijing Zip] [Ex 8.1 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 Anjuke Inc., a Cayman Islands company 58 Daojia Inc.,] [I, Jinbo Yao, certify that: 1. I have reviewed this annual report on Form 20-F of 58.com Inc.; 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, in light of the circumstances under which such statements were made, not] [Certification by the Principal Financial Officer I, Hao Zhou, certify that: 1. I have reviewed this annual report on Form 20-F of 58.com Inc.; 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, in light of the circumstances under] [(1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [Certification by the Principal Financial Officer (1) (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. Beijing, the People’s Republic of China April 29, 2015 普华永道中天会计师事务所 特殊普通合伙 北京分所 PricewaterhouseCoopers Zhong Tian LLP, Beijing Branch, 26/F Office Tower A Beijing Fortune Plaza, 7 Dongsanhuan Zhong Road, Chaoyang District, Beijing 100020, PRC T: +86 (10)] [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; 58.com Inc. Block E, The North American International Business Center Yi 108 Beiyuan Road, Chaoyang District, Beijing 100101 People’s Republic of China Dear Sir/Madam: Yours]

WUBA [58.com] SC 13D/A: (Original Filing)

[EXECUTION VERSION INVESTMENT AGREEMENT dated as of April 17, 2015 among 58.COM INC., and OHIO RIVER INVESTMENT LIMITED TABLE OF CONTENTS PAGE ARTICLE 1 DEFINITIONS Section 1.01. Definitions 1 Section 1.02. Other Definitional and Interpretative Provisions 6 ARTICLE 2 PURCHASE AND SALE Section 2.01. Purchase and Sale] [CUSIP No. 31680Q104]

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