SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No. 6)

58.COM INC.

(Name of Issuer)

Class A ordinary shares, par value US$0.00001 per share

(Title of Class of Securities)

31680Q104**

(CUSIP Number)

Tencent Holdings Limited
29/F., Three Pacific Place,
No. 1 Queen’s Road East, Wanchai, Hong Kong
Telephone: +852 3148 5100

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

December 11, 2015

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-l(f) or 240.13d-l(g), check the following box.  ☐

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

**This CUSIP number applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing two Class A ordinary shares, par value $0.00001 per share. No CUSIP has been assigned to the ordinary shares.

CUSIP No. 31680Q104

1.	Names of Reporting Persons Ohio River Investment Limited
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	Sole Voting Power None
	8.	Shared Voting Power 64,849,494*
	9.	Sole Dispositive Power None
	10.	Shared Dispositive Power 64,849,494*

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 64,849,494*
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 28.2%*
14.	Type of Reporting Person (See Instructions) CO

____________________

* Such amount consists of 41,419,336 Class A ordinary shares and 14,722,000 Class B ordinary shares directly held by Ohio River Investment Limited, and 4,354,079 American Depositary Shares, representing 8,708,158 Class A ordinary shares, directly held by THL E Limited. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 13 is calculated based upon 210,762,977 Class A ordinary shares outstanding as of September 30, 2015 as reported by the Issuer on Form 6-K filed on November 30, 2015, which includes the 37,151,992 Class A ordinary shares directly held by Ohio River Investment Limited and 4,354,079 American Depositary Shares, representing 8,708,158 Class A ordinary shares, directly held by THL E Limited; plus the 4,267,344 Class A ordinary shares newly issued and allocated pursuant to an Amendment to Bridge Loan Agreement dated December 11, 2015, and 14,722,000 Class B ordinary shares directly held by Ohio River Investment Limited (assuming conversion of the 14,722,000 Class B ordinary shares into 14,722,000 Class A ordinary shares).  If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer’s outstanding Class A and B ordinary shares, such percentage would be 22.9%.

CUSIP No. 31680Q104

1.	Names of Reporting Persons Tencent Holdings Limited
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization Cayman Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	Sole Voting Power 0
	8.	Shared Voting Power 64,849,494*
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 64,849,494*

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 64,849,494*
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 28.2%*
14.	Type of Reporting Person (See Instructions) CO

____________________

* Such amount consists of 41,419,336 Class A ordinary shares and 14,722,000 Class B ordinary shares directly held by Ohio River Investment Limited, and 4,354,079 American Depositary Shares, representing 8,708,158 Class A ordinary shares, directly held by THL E Limited. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 13 is calculated based upon 210,762,977 Class A ordinary shares outstanding as of September 30, 2015 as reported by the Issuer on Form 6-K filed on November 30, 2015, which includes the 37,151,992 Class A ordinary shares directly held by Ohio River Investment Limited and 4,354,079 American Depositary Shares, representing 8,708,158 Class A ordinary shares, directly held by THL E Limited; plus the 4,267,344 Class A ordinary shares newly issued and allocated pursuant to an Amendment to Bridge Loan Agreement dated December 11, 2015, and 14,722,000 Class B ordinary shares directly held by Ohio River Investment Limited (assuming conversion of the 14,722,000 Class B ordinary shares into 14,722,000 Class A ordinary shares).  If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer’s outstanding Class A and B ordinary shares, such percentage would be 22.9%.

CUSIP No. 31680Q104

1.	Names of Reporting Persons THL E Limited
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization British Virgin Islands

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7.	Sole Voting Power 0
	8.	Shared Voting Power 64,849,494*
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 64,849,494*

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 64,849,494*
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 28.2%*
14.	Type of Reporting Person (See Instructions) CO

____________________

* Such amount consists of 41,419,336 Class A ordinary shares and 14,722,000 Class B ordinary shares directly held by Ohio River Investment Limited, and 4,354,079 American Depositary Shares, representing 8,708,158 Class A ordinary shares, directly held by THL E Limited. Each Class B ordinary share is convertible at the option of the holder into one Class A ordinary share. Pursuant to Rule 13d-3(d)(1)(i), the percentage in Row 13 is calculated based upon 210,762,977 Class A ordinary shares outstanding as of September 30, 2015 as reported by the Issuer on Form 6-K filed on November 30, 2015, which includes the 37,151,992 Class A ordinary shares directly held by Ohio River Investment Limited and 4,354,079 American Depositary Shares, representing 8,708,158 Class A ordinary shares, directly held by THL E Limited; plus the 4,267,344 Class A ordinary shares newly issued and allocated pursuant to an Amendment to Bridge Loan Agreement dated December 11, 2015, and 14,722,000 Class B ordinary shares directly held by Ohio River Investment Limited (assuming conversion of the 14,722,000 Class B ordinary shares into 14,722,000 Class A ordinary shares).  If the percentage ownership of the Reporting Person were to be calculated in relation to all of the Issuer’s outstanding Class A and B ordinary shares, such percentage would be 22.9%. 

This Amendment No. 6 to Schedule 13D (this “Amendment No. 6”) amends and supplements the Schedule 13D filed on July 10, 2014 (the “Original Schedule 13D”), as amended by Amendment No. 1 thereto dated September 25, 2014 (“Amendment No. 1”), Amendment No. 2 thereto dated October 2, 2014 (“Amendment No. 2”), Amendment No. 3 thereto dated October 8, 2014 (“Amendment No. 3”), Amendment No. 4 thereto dated April 20, 2015 (“Amendment No. 4”) and Amendment No. 5 thereto dated July 31, 2015, (“Amendment No. 5, together with this Amendment No. 6, the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, and Amendment No. 4, the “Statement”), and is being filed on behalf of Tencent Holdings Limited, a Cayman Islands company (“Tencent”), Ohio River Investment Limited, a British Virgin Islands company and a direct wholly owned subsidiary of Tencent (“Ohio River”), and THL E Limited, a British Virgin Islands company and a direct wholly owned subsidiary of Tencent (“THL”, together with Tencent and Ohio River, the “Reporting Persons”) in respect of the Class A ordinary shares, par value US$0.00001 per share (the “Class A Shares”) of 58.com Inc., a company incorporated under the laws of the Cayman Islands (the “Issuer”).

This Amendment No. 6 is being filed by the Reporting Persons to report a contract entered into with respect to the securities of the Issuer as described in Item 6 below.

Unless otherwise stated herein, the Original Schedule 13D as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5 remains in full force and effect. All capitalized terms used in this Amendment No. 6 but not defined herein shall have the meanings ascribed thereto in the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No.4 and Amendment No. 5.

Item 5. Interest in Securities of the Issuer

Items 5(a) and (b) of the Statement are hereby amended and restated in its entirety as follows:

(a) — (b) As of the date of this Statement, each Reporting Person may be deemed to have beneficial ownership and shared power to vote or direct the vote of 50,127,494 Class A Shares and 14,722,000 Class B Shares.

The Reporting Persons beneficially held approximately 28.2% of the total Class A Shares outstanding on December 15, 2015, based on a total of 229,752,321 Class A Shares outstanding (which total consists of (i) 210,762,977 Class A Shares outstanding as of September 30, 2015, as reported on the Form 6-K filed by the Issuer on November 30, 2015, (ii) 4,267,344 Class A Shares newly issued and allotted to the Reporting Persons pursuant to the Amendment to the Bridge Loan Agreement dated December 11, 2015 between Ohio River and the Issuer (the “Bridge Loan Amendment”) and (iii) 14,722,000 Class B Shares directly held by Ohio River Investment Limited (assuming conversion of the 14,722,000 Class B Shares into 14,722,000 Class A Shares)). The Reporting Persons’ Class A Shares for these purposes are deemed to consist of (and the total number of Class A Shares outstanding for these purposes are deemed to include) 41,419,336 Class A Shares directly held by Ohio River Investment Limited, 4,354,079 American Depositary Shares, representing 8,708,158 Class A Shares, directly held by THL E Limited, and 14,722,000 Class B Shares directly held by Ohio River Investment Limited (assuming conversion of the 14,722,000 Class B Shares into 14,722,000 Class A Shares).

The Reporting Persons beneficially held approximately 22.9% of the total Ordinary Shares outstanding on December 15, 2015, based on a total of (i) 215,030,321 Class A Shares outstanding (which consists of 210,762,977 Class A Shares as of September 30, 2015, as

reported on the Form 6-K filed by the Issuer on November 30, 2015, plus 4,267,344 Class A Shares newly issued and allotted to the Reporting Persons pursuant to the Bridge Loan Amendment) plus (ii) 67,678,756 Class B Shares outstanding as of September 30, 2015, as reported on the Form 6-K filed by the Issuer on November 30, 2015.

Based on their holdings of Ordinary Shares, the Reporting Persons control approximately 22.1% of the total voting power of the total Ordinary Shares outstanding as described above as of December 15, 2015.

The percentage of voting power was calculated by dividing the voting power beneficially owned by the Reporting Persons by the voting power of all of the Issuer’s holders of Class A Shares and Class B Shares as a single class as at the date of September 30, 2015, plus the voting power represented by the 4,267,344 Class A Shares newly issued and allotted to the Reporting Persons pursuant to the Bridge Loan Amendment. Each holder of Class A Shares is entitled to one vote per share and each holder of Class B Shares is entitled to ten votes per share on all matters submitted to them for a vote.

Except as set forth in this Item 5(a) and (b), to the knowledge of the Reporting Persons, no person identified in Appendix A attached to the Statement beneficially owns any Shares.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6 of the Statement is hereby amended and supplemented by inserting the following at the end thereof:

On December 11, 2015, the Issuer and Ohio River entered into the Bridge Loan Amendment, pursuant to which the Issuer issued and allotted 4,267,344 Class A Shares to Ohio River, the principal amount of the loan under the Bridge Loan Agreement was reduced to US$275,000,000, the interest rate of the loan was changed to six per cent (6%) per annum and the maturity date of the loan was changed to June 20, 2016.

The foregoing description of the Bridge Loan Amendment does not purport to be a complete description of the terms thereof and is qualified in its entirety by reference to the full text of the Bridge Loan Amendment. A copy of the Bridge Loan Amendment is filed as Exhibit 1 hereto and is incorporated herein by reference.

Pursuant to the Bridge Loan Amendment, the Issuer has also issued to Ohio River a new convertible promissory note dated December 11, 2015 (the “Amended Convertible Promissory Note”) to reflect the terms of the Bridge Loan Agreement and the Bridge Loan Amendment. Pursuant to the Bridge Loan Agreement, as amended by the Bridge Loan Amendment, and the Amended Convertible Promissory Note, if the Issuer fails to repay the loan together with all interest accrued but unpaid thereon by the maturity date, Ohio River shall have the right to deliver a conversion notice to the Issuer requiring the Issuer to convert all or a portion of the amount due and payable under the Bridge Loan Agreement into a corresponding number of Class A Shares of the Issuer. A copy of the Amended Convertible Promissory Note is filed as Exhibit 2 hereto and is incorporated herein by reference.

Item 7. Material to be Filed as Exhibits

Exhibit 1: Amendment to Bridge Loan Agreement dated December 11, 2015 between Ohio River Investment Limited and the Issuer.

Exhibit 2: Convertible Promissory Note dated December 11, 2015 issued to Ohio River Investment Limited by 58.com Inc.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 15, 2015

Ohio River Investment Limited
By:	/s/ Huateng Ma
	Name: Huateng Ma
	Title: Authorized Signatory
TENCENT HOLDINGS LIMITED
By:	/s/ Huateng Ma
	Name: Huateng Ma
	Title: Authorized Signatory
THL E Limited
By:	/s/ Huateng Ma
	Name: Huateng Ma
	Title: Authorized Signatory

EX-99.1

EXHIBIT 1.0

EXECUTION COPY

AMENDMENT TO BRIDGE LOAN AGREEMENT

This AMENDMENT dated as of December 11, 2015 (this “Amendment”) between 58.COM INC., a company incorporated under the laws of the Cayman Islands (the “Company”), and OHIO RIVER INVESTMENT LIMITED, a company organized under the laws of the British Virgin Islands (the “Lender”).

WHEREAS, the parties hereto entered into a certain Bridge Loan Agreement dated as of July 31, 2015 (as amended hereby or from time to time in accordance with its terms, the “Agreement”) pursuant to which the Company has borrowed from the Lender a bridge loan in an aggregate principal amount of US$400,000,000 (the “Loan”) evidenced by a convertible promissory note dated July 31, 2015 issued by the Company to the Lender (the “Note”), on the terms and subject to the conditions set forth in the Agreement and the Note; and

WHEREAS, the parties wish to amend or restructure certain terms of the Loan and the Note, as set forth herein.

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein and in the Agreement and the Note, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties agree as follows:

Section 1.     Definitions. Capitalized terms not otherwise defined in this Amendment shall have the meanings ascribed to them in the Agreement.

Section 2.     Closing. The closing for the transactions contemplated by this Amendment (the “Amendment Closing”) shall occur remotely via the electronic exchange of documents and signatures, at 12:00 p.m., Hong Kong time, on the date hereof, or at such other time and place upon which the Company and Lender shall agree. At the Amendment Closing:

(a) The Lender shall surrender the original Note to the Company.

(b) The Company shall:

(i) issue and allot to the Lender 4,267,344 Class A Shares (the “Amendment Conversion Shares”); and

(ii) issue and deliver to the Lender a convertible promissory note (the “Amended Note”) in form and substance identical to the Note, except that (i) the principal amount of the Amended Note shall be TWO HUNDRED SEVENTY-FIVE MILLION UNITED STATES DOLLARS (US$275,000,000), (ii) the date of “December 20, 2015” in Section 1(a) of the Note shall be replaced with “June 20, 2016” in Section 1(a) of the Amended Note and (iii) the interest rate of “5% per annum” in the first paragraph of the Note shall be replaced with “6% per annum” in the first paragraph of the Amended Note.

(c) The Company shall cause entries on its register of members to be entered with respect to the Lender (or its designee) and the Amendment Conversion Shares, and an executive officer of the Company shall provide a written certification to the Lender that the register has been so updated.

Section 3.     Amendment Conversion Shares. The parties acknowledge and agree that the Amendment Conversion Shares are “Conversion Shares” for purposes of the Agreement and the Note and are being issued in exchange for the cancellation of a portion of the indebtedness outstanding under the Note equal to US$132,287,671.23, consisting of US$125,000,000 in principal, together with accrued but unpaid interest on the principal amount of the Note (i.e. US$400,000,000) as of December 11, 2015.

Section 4.     The Amended Note. The parties acknowledge and agree that the Amended Note is being issued in substitution for the Note. For the avoidance of doubt, the Amended Note shall be dated as of the date of the Amendment Closing, and interest shall accrue upon the principal amount of the Amended Note in accordance with the terms of the Agreement and the Amended Note from and after the date of the Amended Note and shall continue to accrue in accordance with such terms from and after the date hereof.

Section 5.     Certain Terms of the Agreement. Effective upon the Amendment Closing:

(a) All references in the Agreement to the “Loan” shall be deemed to be references to the Loan as restructured pursuant to this Amendment, i.e., a bridge loan from the Lender to the Company in an aggregate principal amount of US$275,000,000, which Loan is evidenced by the Amended Note.

(b) All references in the Agreement to the “Note” shall be deemed to be references to the Amended Note.

(c) All references in the Agreement to “Maturity Date” shall be deemed to be references to the “Maturity Date” as defined in Section 1(a) of the Amended Note.

(d) The definition of “ADSs” in Section 1 of the Agreement shall be amended by deletion of its entirety and the substitution in its place of the following text:

“ADSs” means the American Depositary Shares of the Company, each representing two (2) Class A Shares or such other number of Class A Shares as may be determined by the Company from time to time and notified to the Lender.

(e) The definition of “Base Rate” in Section 1 of the Agreement shall be amended by deletion of its entirety and the substitution in its place of the following text:

“Base Rate” means a rate of interest equal to six percent (6%) per annum based on a 365-day year.

(f) The following text shall be added to the Agreement as a new Section 2.11:

Section 2.11. Supplemental Listing Application. The Company shall, as soon as practicable after the issuance of any Conversion Shares, at its own cost file with the New York Stock Exchange a supplemental listing application in respect of the Conversion Shares.

Section 6.     Certain Representations. The Company represents to the Lender, on the date hereof and as of the Amendment Closing, as follows:

(a) Authorization and Enforceability. The execution, delivery and performance of this Amendment and the Amended Note by the Company has been duly authorized by all necessary corporate action on the part of the Company. This Amendment and the Amended Note have been duly executed and delivered by the Company and, assuming in the case of this Amendment due authorization, execution and delivery by the Lender, constitute legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement may be limited by general principles of equity, whether applied in a court of Law or a court of equity, and by applicable bankruptcy, insolvency and similar Law affecting creditors’ rights and remedies generally. Without limiting the generality of the foregoing, no approval by the shareholders of the Company is or will be required in connection with this Amendment, the Amended Note, the Amendment Conversion Shares, the performance by the Company of its obligations hereunder or under any other Finance Document, or the consummation by the Company of the transactions contemplated hereby or thereby (including the issuance of the Amended Note, the Amendment Conversion Shares or any other Conversion Shares).

(b) No Violation. The execution, delivery and performance by the Company of this Amendment and the Amended Note, the issue and delivery of the Amendment Conversion Shares and the issue and delivery of any other Conversion Shares upon conversion of the Amended Note, the carrying out of the other transactions contemplated by the Finance Documents and the compliance by the Company with the terms and conditions of the Amended Note do not and will not (i) violate, conflict with or result in the breach of any provision of the Memorandum and Articles (or similar organizational documents) of the Company, (ii) subject to the truth and accuracy of the representations and warranties of the Lender, conflict with or violate any Law or Governmental Order applicable to the Company or any of the assets, properties or businesses of the Company, (iii) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, require any consent under, or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of, any note, bond, mortgage or indenture, contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which the Company is a party or result in the creation of any Lien upon any of the properties or assets of the Company, or (iv) infringe the rules and regulations of any stock exchange on which the securities of the Company are listed, other than, in the case of clauses (ii) and (iii) above, any such conflict, violation, default, termination, amendment, acceleration, suspension, revocation or cancellation that would not have, individually or in the aggregate, a Material Adverse Effect.

(c) Valid Issuance of Amended Note. The Amended Note has been duly and validly authorized for issuance to the Lender by the Company, free and clear of any Liens, and when issued and delivered by the Company at the Amendment Closing in accordance with the terms of this Amendment, the Amended Note will be a legally binding and valid obligation of the Company and enforceable against the Company in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of Law or a court of equity, and by applicable bankruptcy, insolvency and similar Law affecting creditors’ rights and remedies generally.

(d) Amendment Conversion Shares. The Amendment Conversion Shares (i) have been duly authorized and validly issued, are fully paid and nonassessable, and are free from preemptive rights and free of any Lien or adverse claim; (ii) rank paripassu and carry the same rights and privileges in all respects as any other Class A Shares issued by the Company and are entitled to all dividends and other distributions declared, paid or made thereon; and (iii) are not subject to calls for further funds.

Section 7.     Miscellaneous.

(a) Except as specifically set forth herein, the terms of this Amendment shall not be deemed to be a consent, waiver, amendment or modification with respect to any term, condition or obligation of any party in the Agreement or any other Finance Document or other agreement and shall not obligate any party to agree to any other amendment or waiver to the Agreement or any other Finance Document or other agreement. The Agreement, as amended by this Amendment, remains in full force and effect.

(b) This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

(c) The parties hereby designate this Amendment and the Amended Note as “Finance Documents” for all purposes of the Agreement and any other Finance Document.

(d) This Amendment shall be governed by and construed according to the Laws of the State of New York.

(e) Any dispute, controversy or claim arising out of or relating to this Amendment, including, but not limited to, any question regarding the breach, termination or invalidity thereof, shall be finally resolved by arbitration in Hong Kong in accordance with the administered rules (the “Rules”) of the Hong Kong International Arbitration Centre (the “HKIAC”) in force at the time of commencement of the arbitration, which Rules are deemed to be incorporated by reference into this Section. The number of arbitrators shall be three and shall be selected in accordance with the Rules. All selections shall be made within thirty (30) days after the selecting party gives or receives, as the case may be, the demand for arbitration. The seat of the arbitration shall be in Hong Kong and the language to be used shall be English. Any

arbitration award shall be (i) in writing and shall contain the reasons for the decision, (ii) final and binding on the parties and (iii) enforceable in any court of competent jurisdiction, and the parties agree to be bound thereby and to act accordingly.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered on the date and year first written above.

58.COM INC.
By:	/s/ Jinbo Yao Name: Jinbo Yao Title: CEO

OHIO RIVER INVESTMENT LIMITED
By:	/s/ Huateng Ma Name: Huateng Ma Title: Authorized Signatory

[Signature Page – Amendment to Bridge Loan Agreement]

EX-99.2

EXHIBIT 2.0

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

58.COM INC.

CONVERTIBLE PROMISSORY NOTE

US$275,000,000.00 December 11, 2015

FOR VALUE RECEIVED, 58.COM INC., a company incorporated under the Laws of the Cayman Islands (the “Company”), hereby absolutely and unconditionally promises to pay to OHIO RIVER INVESTMENT LIMITED, a company organized under the Laws of the British Virgin Islands (the “Lender”), or to its order, the principal amount of TWO HUNDRED SEVENTY-FIVE MILLION UNITED STATES DOLLARS (US$275,000,000.00), together with simple interest on such principal amount at the rate of 6% per annum.

This Convertible Promissory Note (this “Note”) is issued pursuant to a Bridge Loan Agreement dated as of July 31, 2015 (as amended from time to time in accordance with its terms, the “Loan Agreement”) by and among the Company and the Lender.

Capitalized terms used herein but not otherwise defined herein shall have the meaning assigned them in the Loan Agreement.

1.             Repayment and Prepayment.

(a)     The outstanding principal amount of this Note, together with all interest accrued but unpaid thereon, shall be due in full on June 20, 2016, or such earlier date as of which the maturity of the Note may have been accelerated pursuant to Section 3 hereof or SECTION 8 of the Loan Agreement (the “Maturity Date”).

(b)     Interest shall be computed on the basis of a year having 365 days and actual days elapsed. All interest accrued but unpaid on this Note shall be due in full on the Maturity Date.

(c)     All amounts payable on or in respect of this Note shall be paid to the Lender in U.S. dollars, in immediately available funds on the date that any principal or interest payment is due and payable hereunder. The Company shall make such payments of the unpaid principal amount of this Note, together with accrued and unpaid interest thereon, by wire transfer of immediately available funds for the account of the Lender as the Lender may designate and notify in writing to the Company at least three Business Days prior to the Maturity Date. If the Maturity Date falls on a day that is not a Business Day, the required payment will be made on the next succeeding Business Day and no interest on such payment will accrue in respect of the delay.

A-1

(d)     The Company may, by a prior written notice to the Lender, prepay the whole or any part of the principal amount of this Note and prior to the Maturity Date, without premium or penalty. Any notice of prepayment given by the Company shall be irrevocable and shall specify the date upon which the relevant prepayment is to be made and the amount of that prepayment. Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid.

(e)     All payments or prepayments received under this Note shall be applied first to accrued interest on the date of payment or prepayment and then to the outstanding principal balance of this Note.

2.              Conversion.

(a)     If the Company fails to repay the principal amount of this Note together with all interest accrued but unpaid thereon on the Maturity Date or within seven (7) days after the Maturity Date, at any time and from time to time during a period of thirty (30) days from and after such failure to pay, the Lender shall have the right, but not the obligation, by delivering a duly completed irrevocable written notice (the “Conversion Notice”) and this Note for cancellation to the Company, to convert all or a portion of the amount due and payable but unpaid under the Note (the “Conversion Amount”) into such number of Class A Shares (the “Conversion Shares”) as may be obtained by dividing (i) the Conversion Amount by (ii) 85% of the Market Price; provided that such quotient shall be rounded down to the nearest whole number, and the Company shall pay to the Lender in cash an amount in United States dollars representing such fractional shares that would have been issuable to the Lender (“Fractional Amount”) but for this proviso. “Market Price” means the arithmetic mean of the VWAPs (adjusted appropriately to determine such value for the Class A Shares) during the five (5) consecutive Trading Days immediately prior to the date of the Conversion Notice. “VWAP” means, as of any date, the per-ADS daily U.S. dollar volume-weighted average price as reported by Bloomberg, LP through its “Historical Price Table Screen (HP)” with “Market: Weighted Ave” function selected or as displayed under the heading “Bloomberg VWAP” on Bloomberg page “JOBS <equity> AQR” (or an equivalent or successor page), or, if no such dollar volume-weighted average price is reported, then the market value of one ADS on such day determined using a volume-weighted average method by a nationally recognized independent investment banking firm. VWAP shall be determined in any event without regard to trading outside regular trading hours. “Trading Day” means any day on which trading of the ADSs generally occur on the New York Stock Exchange, other than any day on which there is a failure by the New York Stock Exchange to open for trading during its regular trading session or an occurrence or existence for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading in the ADSs or in any options contracts or futures relating to the ADSs.

(b)     Promptly following and in any event within one Business Day of the date of receipt of the Conversion Notice, the Company shall transmit by facsimile or other electronic means a confirmation of receipt of such Conversion Notice to the Lender. Within five (5) Business Days after the date of receipt of the Conversion Notice, the Company shall (i) take all actions and execute all documents necessary to effect the issuance of the Conversion Shares, (ii) cause entries on the Company’s register of members to be entered with respect to the Conversion Shares, (iii) deliver to the Holder by wire transfer to a bank account designated by the Lender to the Company any Fractional Amount in lieu of the issuance of fractional Conversion Shares pursuant to Section 2(a), and (iv) subject to paragraph (d) below, cancel this Note.

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(c)     Any Conversion Shares issued pursuant to the foregoing (i) shall be validly issued and shall be fully paid and nonassessable, and shall be free from preemptive rights and free of any Lien or adverse claim; (ii) shall rank pari passu and carry the same rights and privileges in all respects as any other Class A Shares issued by the Company and shall be entitled to all dividends and other distributions declared, paid or made thereon; and (iii) will not be subject to calls for further funds.

(d)     The Company shall pay all issuance, delivery and transfer taxes and other fees and expenses in respect of the issuance or delivery of any Conversion Shares (other than taxes and other fees and expenses in respect of the issuance or delivery of any ADSs representing the Conversion Shares).

(e)     In the event the Lender surrenders this Note pursuant to this ‎Section 2 for partial conversion, the Company shall, in addition to cancelling this Note upon such surrender, execute and deliver to the Lender a new note denominated in U.S. dollars and in an aggregate principal amount equal to the unconverted portion of the Note.

(f)     For the avoidance of doubt, the Lender hereby acknowledges and agrees that it has not been conferred with any of the rights of a shareholder of the Company by virtue of the issuance of the Note to it, including the right to vote as such, by any of the provisions hereof or any right (a) to vote for the election of directors or upon any matter submitted to shareholders at any meeting thereof, (b) to give or withhold consent to any corporate action (whether upon any recapitalization, issuance of shares, reclassification of shares, change of par value, or change of shares to no par value, consolidation, merger, scheme of arrangement, conveyance, or otherwise), (c) to receive notice of meetings or to receive in-kind dividends or subscription rights or otherwise, and that it shall have no such rights arising under this Note (except to the extent applicable or arising under applicable bankruptcy or similar Law as a creditor of the Company), except to the extent any Conversion Amount shall have been validly converted to, and by virtue of the Lender’s owning, Conversion Shares pursuant hereto.

(g)     The Company’s full and valid settlement of any Conversion Amount pursuant to the Finance Documents shall be deemed to satisfy in full its obligation to pay such Conversion Amount of the Loan. For the avoidance of doubt, with respect to any Conversion Amount that the Lender shall have elected to convert into Conversion Shares, such portion of the Loan shall not be deemed to have been repaid, and the Company shall not be deemed to have satisfied any obligations with respect to such portion, unless and until all such Conversion Shares are validly issued to the Lender in accordance with the terms hereof.

3.             Events of Default; Acceleration.

(a)     The principal amount of this Note and all accrued and unpaid interest thereon is subject to prepayment in whole or in part pursuant to SECTION 8 of the Loan Agreement upon the occurrence and during the continuance of any Event of Default.

(b)     Without prejudice to any other rights of the Lender hereunder or under the Loan Agreement, if any amount (whether principal or interest) under this Note is not paid when due, interest will, for the avoidance of doubt, continue to accrue on such unpaid amount, provided that such interest shall be increased from the Base Rate to the rate of 10% per annum, which interest rate shall be compounded daily until the day on which all sums due hereunder are received by the Lender; provided further that the foregoing increase in interest

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rate shall not apply (or be deemed to have applied) to any Conversion Amount in respect of which Conversion Shares have been duly and validly issued (including the valid updating of the Company’s register of members with respect thereto) in the time period prescribed by, and pursuant to the terms set forth in, the Finance Documents.

(c)     No remedy herein conferred upon the Lender is intended to be exclusive of any other remedy and each and every remedy shall be cumulative and in addition to every other remedy hereunder, and under the Loan Agreement, now or hereafter existing at Law or in equity or otherwise.

4.             Ranking. This Note constitutes direct, unsubordinated, unconditional and senior obligations of the Company and the Company's payment obligations under the Note shall rank at all times (x) at least pari passu and ratably and equally with all other existing and future claims of all its other unsecured and unsubordinated creditors, and (y) senior to all existing and future subordinated obligations, except for obligations mandatorily preferred by Law applying to companies generally.

5.             Cancellation. After all amounts at any time owing on this Note have been paid in full or upon the conversion of the Note in full pursuant to Section 2, this Note shall be surrendered to the Company for cancellation and shall not be reissued.

6.             Miscellaneous.

(a)     This Note shall for all purposes be governed by, and construed in accordance with the laws of the State of New York.

(b)     Any dispute, controversy or claim arising out of or relating to this Note, including, but not limited to, any question regarding the breach, termination or invalidity thereof shall be finally resolved by arbitration in Hong Kong in accordance with the administered rules (the “Rules”) of the Hong Kong International Arbitration Centre (the “HKIAC”) in force at the time of commencement of the arbitration, which Rules are deemed to be incorporated by reference into this Section 6(b). The number of arbitrators shall be three and shall be selected in accordance with the Rules. All selections shall be made within thirty (30) days after the selecting party gives or receives, as the case may be, the demand for arbitration. The seat of the arbitration shall be in Hong Kong and the language to be used shall be English. Any arbitration award shall be (i) in writing and shall contain the reasons for the decision, (ii) final and binding on the parties and (iii) enforceable in any court of competent jurisdiction, and the parties agree to be bound thereby and to act accordingly.

(c)     The Company shall be responsible for making all calculations called for under this Note. These calculations include, but are not limited to, accrued interest payable on this Note and the number of Conversion Shares. The Company shall make all these calculations in good faith.

(d)     If the Note is mutilated, defaced, destroyed, stolen or lost, upon notice from the Lender, the Company shall at its own cost replace the same upon surrender of the original Note (to the extent available) by the Lender.

(e)     Without prejudice to any other rights of the Lender hereunder, if any action is instituted to collect on this Note as a result of the occurrence of an Event of Default, the

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Company shall pay all reasonable costs and expenses, including reasonable attorney’s fees, incurred in connection with such action.

(f)     Any term of this Note may be amended and the observance of any term hereof may be waived (either prospectively or retroactively and either generally or in a particular instance) only with the written consent of both the Lender and the Company. Any amendment or waiver effective in accordance with this Section shall be binding upon the Lender and the Company.

(g)     No failure or delay by the Lender to exercise any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other right, power or privilege. The provisions of this Note are severable and if any one provision hereof shall be held invalid or unenforceable in whole or in part in any jurisdiction, such invalidity or unenforceability shall affect only such provision in such jurisdiction.

(h)     This Note shall be binding upon the Company's successors and assigns, and shall inure to the benefit of the Lender's successors and assigns, provided that no party may assign, delegate or otherwise transfer any of its rights or obligations under this Note without the consent of the other party; except that the Lender may assign any rights or obligations hereunder to any of its Affiliates without obtaining the prior written consent of the Company.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Company has caused this Note to be executed by its duly authorized officer to take effect as of the date first hereinabove written.

COMPANY:

58.COM INC.

By: /s/ Jinbo Yao

Name: Jinbo Yao

Title: CEO

[Signature Page to Convertible Promissory Note]