[PROSPECTUS (Subject to Completion) Issued November 28, 2014 16,000,000 American Depositary Shares Momo Inc. REPRESENTING 32,000,000 CLASS A ORDINARY SHARES US$ US$ US$ Momo Inc. is offering 16,000,000 American depositary shares, or ADSs. Each ADS represents two Class A ordinary shares, par value We are an “emerging growth company” under applicable U.S. federal securities laws and are eligible for reduced] [THE COMPANIES LAW (2013 REVISION) OF THE CAYMAN ISLANDS COMPANY LIMITED BY SHARES SECOND AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF MOMO INC. (adopted by a Special Resolution passed on November 28, 2014 and effective conditional and immediately prior to the completion of the initial public offering of the Company’s American Depositary Shares representing its Class A Ordinary Shares) 1.] [MOMO INC. Number Class A -[no. of shares]- Incorporated under the laws of the Cayman Islands US$ 100,000 Share capital is 800,000,000 Class A Ordinary Shares US$ 0.0001 (i) 100,000,000 Class B Ordinary Shares US$ 0.0001 (ii) 100,000,000 Shares US$ 0.0001 (iii) [name of shareholder] [no. of shares] THIS IS TO CERTIFY THAT DIRECTOR TRANSFER I (the Transferor) for the] [DEPOSIT AGREEMENT DEPOSIT AGREEMENT — — Company Depositary W I T N E S S E T H T H A T: WHEREAS WHEREAS WHEREAS WHEREAS WHEREAS NOW, THEREFORE ARTICLE I. DEFINITIONS All capitalized terms used, but not otherwise defined, herein shall have the meanings set forth below, unless otherwise clearly indicated: Affiliate SECTION 1.1 “ Agent SECTION 1.2 “] [Our ref Direct tel +852 2971 3006 Email derrick.kan@maplesandcalder.com Momo Inc. 20th Floor, Block B Tower 2, Wangjing SOHO No. 1 Futongdong Street Chaoyang District, Beijing 100102 People’s Republic of China 28 November 2014 Dear Sirs Momo Inc. Company Registration Statement ADSs Shares We have acted as Cayman Islands legal advisers to Momo Inc. (the “ 1 Documents Reviewed For] [SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this “ Company (1) Momo Inc., a company incorporated in the Cayman Islands (the “ Purchaser Party Parties (2) 58.com Inc., a company incorporated in the Cayman Islands (the “ W I T N E S S E T H Registration Statement SEC Offering ADS Ordinary Shares WHEREAS, the Company has filed a registration] [SUBSCRIPTION AGREEMENT Agreement This Subscription Agreement (this “ Company (1) Momo Inc., a company incorporated in the Cayman Islands (the “ Purchaser Party Parties (2) Alibaba Investment Limited, a limited liability company incorporated under the laws of the British Virgin Islands (the “ W I T N E S S E T H Registration Statement SEC Offering ADS Ordinary Shares] [CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We also consent to the reference to us under the heading “Experts” in such Prospectus. Beijing, the People’s Republic of China November 28, 2014 EX-23.1 8 d816932dex231.htm EX-23.1]