SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

58.com Inc.

(Name of Issuer)

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

American depositary shares, each representing two Class A ordinary shares

(Title of Class of Securities)

31680Q104***

(CUSIP Number)

Jinbo Yao

c/o Building 105

10 Jiuxianqiao North Road Jia

Chaoyang District, Beijing 100015

People’s Republic of China

+86 10 5956-5858

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

April 30, 2020

(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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* 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.

** Not for trading, but only in connection with the registration of American Depositary Shares, each representing two Class A ordinary shares, par value $0.00001 per share.

*** 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.

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 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 31680Q104

1.	Names of Reporting Persons. Jinbo Yao
2.	Check the Appropriate Box if a Member of a Group (See Instructions). (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization People’s Republic of China

Number of  Shares  Beneficially  Owned by Each Reporting  Person  With	7.	Sole Voting Power 1,002,916 (see Item 5)
	8.	Shared Voting Power 29,418,640 (see Item 5)
	9.	Sole Dispositive Power 177,078 (see Item 5)
	10.	Shared Dispositive Power 29,418,640 (see Item 5)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person  30,598,634* (see Item 5)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 10.2%** (see Item 5)
14.	Type of Reporting Person (See Instructions)  IN

* Consists of: (i) 28,587,204 Class B ordinary shares and 831,436 Class A ordinary shares represented by 415,718 ADSs (as defined below), held by Nihao China Corporation; (ii) an aggregate of 1,002,916 Class B ordinary shares beneficially owned by certain executive officers and employees of the Company (as defined below) who acquired the ownership of these shares pursuant to the Company’s employee stock option plan and who authorize Mr. Jinbo Yao to vote these shares on their behalf under power of attorney; and (iii) 177,078 Class A ordinary shares issuable to Mr. Jinbo Yao upon conversion of restricted share units within 60 days after the date hereof. See Item 5.

** Percentage calculated based on 299,905,847 ordinary shares deemed to be outstanding with respect to the reporting person, which consists of: (i) 299,728,769 ordinary shares outstanding as of March 31, 2020, as reported in the Form 20-F (as defined below); and (ii) 177,078 Class A ordinary shares issuable to Mr. Jinbo Yao upon conversion of restricted share units within 60 days after the date hereof, and assumes conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the ordinary shares beneficially owned by the reporting person represents approximately 42.0% of the aggregate the voting power of the Company. See Item 5.

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CUSIP No. 31680Q104

1.	Names of Reporting Persons. The Xinyi Trust
2.	Check the Appropriate Box if a Member of a Group (See Instructions). (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨
6.	Citizenship or Place of Organization Singapore

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 0
	8.	Shared Voting Power 29,418,640 (see Item 5)
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 29,418,640 (see Item 5)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 29,418,640* (see Item 5)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 9.8%** (see Item 5)
14.	Type of Reporting Person (See Instructions) OO

* Consists of 28,587,204 Class B ordinary shares and 831,436 Class A ordinary shares represented by 415,718 ADSs (as defined below), held by Nihao China Corporation. See Item 5.

** Percentage calculated based on 299,905,847 ordinary shares deemed to be outstanding with respect to the reporting person, which consists of: (i) 299,728,769 ordinary shares outstanding as of March 31, 2020, as reported in the Form 20-F (as defined below); and (ii) 177,078 Class A ordinary shares issuable to Mr. Jinbo Yao upon conversion of restricted share units within 60 days after the date hereof, and assumes conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the ordinary shares beneficially owned by the reporting person represents approximately 40.6% of the aggregate voting power of the Company. See Item 5.

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CUSIP No. 31680Q104

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

Number of Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power 0
	8.	Shared Voting Power 29,418,640 (see Item 5)
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 29,418,640 (see Item 5)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 29,418,640* (see Item 5)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 9.8%** (see Item 5)
14.	Type of Reporting Person (See Instructions) CO

* Consists of 28,587,204 Class B ordinary shares and 831,436 Class A ordinary shares represented by 415,718 ADSs (as defined below), held by Nihao China Corporation. See Item 5.

** Percentage calculated based on 299,905,847 ordinary shares deemed to be outstanding with respect to the reporting person, which consists of: (i) 299,728,769 ordinary shares outstanding as of March 31, 2020, as reported in the Form 20-F (as defined below); and (ii) 177,078 Class A ordinary shares issuable to Mr. Jinbo Yao upon conversion of restricted share units within 60 days after the date hereof, and assumes conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the ordinary shares beneficially owned by the reporting person represents approximately 40.6% of the aggregate voting power of the Company. See Item 5.

4

CUSIP No. 31680Q104

1.	Names of Reporting Persons. Nihao China Corporation
2.	Check the Appropriate Box if a Member of a Group (See Instructions). (a) x (b) ¨
3.	SEC Use Only
4.	Source of Funds (See Instructions) OO
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 29,418,640 (see Item 5)
	9.	Sole Dispositive Power 0
	10.	Shared Dispositive Power 29,418,640 (see Item 5)

11.	Aggregate Amount Beneficially Owned by Each Reporting Person 29,418,640* (see Item 5)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨
13.	Percent of Class Represented by Amount in Row (11) 9.8%** (see Item 5)
14.	Type of Reporting Person (See Instructions) CO

* Consists of 28,587,204 Class B ordinary shares and 831,436 Class A ordinary shares represented by 415,718 ADSs (as defined below). See Item 5.

** Percentage calculated based on 299,905,847 ordinary shares deemed to be outstanding with respect to the reporting person, which consists of: (i) 299,728,769 ordinary shares outstanding as of March 31, 2020, as reported in the Form 20-F (as defined below); and (ii) 177,078 Class A ordinary shares issuable to Mr. Jinbo Yao upon conversion of restricted share units within 60 days after the date hereof, and assumes conversion of all Class B ordinary shares into Class A ordinary shares. The voting power of the ordinary shares beneficially owned by the reporting person represents approximately 40.6% of the aggregate voting power of the Company. See Item 5.

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Item 1. Security and Issuer

The title and class of equity securities to which this Statement on Schedule 13D (this “Statement”) relates are the Class A ordinary shares, par value $0.00001 per share (the “Class A Ordinary Shares”), including Class A Ordinary Shares represented by American Depositary Shares (“ADSs”), evidenced by American Depositary Receipts, each representing two Class A Ordinary Shares, of 58.com Inc., a company incorporated under the laws of the Cayman Islands (the “Company”), whose principal executive offices are located at Building 105, 10 Jiuxianqiao North Road Jia, Chaoyang District, Beijing 100015, People’s Republic of China.

The Company’s ordinary shares consist of Class A Ordinary Shares and Class B ordinary shares, par value $0.00001 per share (the “Class B Ordinary Shares” and, together with the Class A Ordinary Shares, the “Ordinary Shares”). The rights of holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to conversion rights and voting rights. Each Class B Ordinary Share is convertible at the option of the holder at any time into one Class A Ordinary Share. Each Class B Ordinary Share is entitled to ten votes per share and each Class A Ordinary Share is entitled to one vote per share.

The Company’s ADSs, evidenced by American Depositary Receipts, each representing two Class A Ordinary Shares, are listed on the New York Stock Exchange under the symbol “WUBA.”

Item 2. Identity and Background.

This Statement is being jointly filed by Mr. Jinbo Yao (“Mr. Yao”), The Xinyi Trust (the “Xinyi Trust”), Xinyi Limited (“Xinyi Limited”) and Nihao China Corporation (“Nihao China” and, together with Mr. Yao, the Xinyi Trust and Xinyi Limited, collectively the “Reporting Persons”).

Mr. Yao is the chairman and chief executive officer of the Company and is a citizen of the People’s Republic of China. His principal occupation is as a director and officer of the Company. The business address of Mr. Yao is c/o Building 105, 10 Jiuxianqiao North Road Jia, Chaoyang District, Beijing 100015, People’s Republic of China.

Nihao China is a company incorporated under the laws of the British Virgin Islands and is 100% beneficially owned by Xinyi Limited. Nihao China is an investment holding company. The business address of Nihao China is Trinity Chambers, P.O. Box 4301, Road Town, Tortola, British Virgin Islands. Mr. Yao is the sole director of Nihao China and, as of the date hereof, Nihao China does not have any executive officers.

Xinyi Limited is a company incorporated under the laws of the Bahamas and is wholly owned by the Xinyi Trust. Xinyi Limited is an investment holding company. The business address of Xinyi Limited is The Bahamas Financial Centre, Shirley and Charlotte Streets, P.O. Box N-3023, Nassau, Bahamas. The name, business address, principal business and place of organization of the directors of Xinyi Limited, as of the date hereof are set forth on Schedule I, and as of the date hereof, Xinyi Limited does not have any executive officers.

The Xinyi Trust is a trust established in Singapore. The business address of the Xinyi Trust is 1 Raffles Link #05-02 Singapore 039393. Credit Suisse Trust Limited is the trustee of the Xinyi Trust, with Mr. Yao as settlor and Mr. Yao and his family members as beneficiaries.

During the last five years, none of the Reporting Persons or, to the knowledge of the Reporting Persons, any person named on Schedule I hereto, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. Source and Amount of Funds or Other Consideration.

This Statement is not being filed in connection with any acquisition or disposition of equity securities of the Company by the Reporting Persons and, consequently, no funds were used by the Reporting Persons for such purpose.

The descriptions of the Exclusivity Letter (as defined below) and the Updated Proposal (as defined below) in Item 4 are incorporated herein by reference in their entirety.

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Item 4. Purpose of Transaction.

On April 30, 2020, Mr. Yao, Warburg Pincus Asia LLC, General Atlantic Singapore Fund Pte. Ltd. (“GASF”), and Ocean Link Partners Limited (collectively, the “Initial Consortium Members”) entered into an Exclusivity Letter (the “Exclusivity Letter”) pursuant to which the Initial Consortium Members agreed to (a) submit the Updated Proposal, (b) act in good faith to pursue the Proposed Transaction (as defined below) in accordance with the Consortium Agreement (as defined below), and (c) during the period of ninety (90) calendar days after the date of the Exclusivity Letter, use their good faith efforts to enter into an agreement (the “Consortium Agreement”), along with any other parties thereto, to deal exclusively with each other in pursuing the Proposed Transaction and to cooperate and participate in the negotiation of the terms of definitive documentation in connection with the Proposed Transaction.

On April 30, 2020, Mr. Yao and the other Initial Consortium Members delivered a proposal to the Company (the “Updated Proposal”) expressing their interest in participating in the transaction initially proposed by Ocean Link Partners Limited in the preliminary non-binding proposal letter dated April 2, 2020 (which is included as Exhibit A to Exhibit 99.1 of the Form 6-K furnished by the Company to the Securities and Exchange Commission on April 3, 2020), to acquire all of the outstanding Ordinary Shares of the Company, including Class A Ordinary Shares represented by ADSs, for US$27.50 in cash per Class A Ordinary Share or Class B Ordinary Share, or US$55.00 in cash per ADS (in each case other than those ADSs or Ordinary Shares that may be rolled over in connection with such transaction) (the “Proposed Transaction”).

If the Proposed Transaction is completed, the Company’s ADSs will be delisted from the New York Stock Exchange, and the Company’s obligation to file periodic reports under the Exchange Act will terminate.  In addition, the consummation of the Proposed Transaction could result in one or more of the actions specified in Item 4(a)-(j) of Schedule 13D, including the acquisition or disposition of securities of the Company, a merger or other extraordinary transaction involving the Company, a change to the board of directors of the Company (as the surviving company in the merger), and a change in the Company’s memorandum and articles of association to reflect that the Company would become a privately held company.

No assurance can be given that any proposal, any definitive agreement or any transaction relating to the Proposed Transaction will be entered into or consummated. The Updated Proposal provides that a binding commitment with respect to the Proposed Transaction will result only from the execution of definitive agreements, and then only on the terms and conditions provided in such documentation.

The Reporting Persons reserve their right to change their plans and intentions in connection with any of the actions discussed in this Item 4. Any action taken by the Reporting Persons may be effected at any time or from time to time, subject to any applicable limitations imposed thereon by any applicable laws and the terms of the Exclusivity Letter. Subject to the terms of the Exclusivity Letter, the Reporting Persons may, from time to time, acquire or cause affiliates to acquire additional Ordinary Shares and/or ADSs, dispose of some or all of their Ordinary Shares and/or ADSs, engage in short-selling or hedging or similar transactions with respect to the Ordinary Shares and/or ADSs, and/or continue to hold Ordinary Shares and/or ADSs.

The information disclosed in this Item 4 does not purport to be complete and is qualified in its entirety by reference to the Exclusivity Letter and the Updated Proposal, copies of which are attached hereto as Exhibits 7.02 and 7.03, respectively, and which are incorporated herein by reference in their entirety.

Item 5. Interest in Securities of the Issuer.

(a)-(b) The following table sets forth the beneficial ownership of Ordinary Shares for each of the Reporting Persons as of the date hereof and assumes conversion of all Class B Ordinary Shares into the same number of Class A Ordinary Shares.

Reporting Person	Amount beneficially owned:		Percent of class (1):			Sole power to vote or direct the vote:		Shared power to vote or to direct the vote:		Sole power to dispose or to direct the disposition of:		Shared power to dispose or to direct the disposition of:
Jinbo Yao (2)(4)		30,598,634		10.2	%		1,002,916		29,418,640		177,078		29,418,640
The Xinyi Trust (3)(4)		29,418,640		9.8	%		0		29,418,640		0		29,418,640
Xinyi Limited (3)(4)		29,418,640		9.8	%		0		29,418,640		0		29,418,640
Nihao China Corporation (3)		29,418,640		9.8	%		0		29,418,640		0		29,418,640

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(1) Percentage calculated based on 299,905,847 Ordinary Shares deemed to be outstanding with respect to the Reporting Persons, which consists of: (i) 299,728,769 Ordinary Shares outstanding as of March 31, 2020 (comprising 254,496,649 Class A Ordinary Shares and 45,232,120 Class B Ordinary Shares and excluding 1,225,544 Class A Ordinary Shares issued to the Company’s depositary and reserved for future exercise of vested options and restricted share units under the Company’s share incentive plans by the management and other employees of the Company), as reported in the Company’s Annual Report on Form 20-F filed with the Securities and Exchange Commission on April 29, 2020 (the “Form 20-F”); and (ii) 177,078 Class A Ordinary Shares issuable to Mr. Yao upon conversion of restricted share units within 60 days after the date hereof.

(2) The Ordinary Shares beneficially owned by this Reporting Person consist of: (i) 28,587,204 Class B Ordinary Shares and 831,436 Class A Ordinary Shares represented by 415,718 ADSs, held by Nihao China; (ii) an aggregate of 1,002,916 Class B Ordinary Shares beneficially owned by certain executive officers and employees of the Company who acquired the ownership of these shares pursuant to the Company’s employee stock option plan and who authorize Mr. Yao to vote these shares on their behalf under power of attorney; and (iii) 177,078 Class A Ordinary Shares issuable to Mr. Yao upon conversion of restricted share units within 60 days after the date hereof, which in the aggregate represents approximately 42.0% of the aggregate voting power of the Company.

(3) The Ordinary Shares beneficially owned by this Reporting Person consist of 28,587,204 Class B Ordinary Shares and 831,436 Class A Ordinary Shares represented by 415,718 ADSs, held by Nihao China, which in the aggregate represents approximately 40.6% of the aggregate voting power of the Company.

(4) Nihao China is 100% beneficially owned by Xinyi Limited, which in turn is wholly owned by the Xinyi Trust with Credit Suisse Trust Limited as the trustee, Mr. Yao as settlor and Mr. Yao and his family members as beneficiaries. Pursuant to Section 13(d) of the Exchange Act and the rules promulgated thereunder, Mr. Yao, the Xinyi Trust and Xinyi Limited may be deemed to beneficially own all of the Ordinary Shares (including Class A Ordinary Shares represented by ADSs) held by Nihao China.

By virtue of submitting the Updated Proposal, the Reporting Persons may be deemed to be members of a “group” with those other Initial Consortium Members that own Class A Ordinary Shares (including Class A Ordinary Shares represented by ADSs) or Class B Ordinary Shares pursuant to Section 13(d) of the Exchange Act as a result of entering into the Exclusivity Letter. However, each Reporting Person expressly disclaims beneficial ownership of the Class A Ordinary Shares (including Class A Ordinary Shares represented by ADSs) and Class B Ordinary Shares beneficially owned (or deemed to be beneficially owned) by any other reporting person(s) or other Initial Consortium Members. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission that any of the Reporting Persons beneficially owns any Class A Ordinary Shares (including Class A Ordinary Shares represented by ADSs) or any Class B Ordinary Shares that are beneficially owned (or deemed to be beneficially owned) by any other reporting person(s) or other Initial Consortium Members. The Reporting Persons are only responsible for the information contained in this Statement and assume no responsibility for information contained in any other Schedules 13D filed by any other reporting person(s) or other Initial Consortium Members.

Based on Amendment No. 2 to the Statement on Schedule 13D filed with the Securities and Exchange Commission by GASF and the other reporting persons named therein on May 4, 2020, GASF beneficially owns 7,150,000 ADSs representing 14,300,000 Class A Ordinary Shares, which represents approximately 5.6% of the Company’s issued and outstanding Class A Ordinary Shares based on 254,496,649 Class A Ordinary Shares issued and outstanding as of March 31, 2020, as reported in the Form 20-F, and voting power in the Company of approximately 2.0%.

Accordingly, in the aggregate, the Reporting Persons and those other Initial Consortium Members that own Class A Ordinary Shares (including Class A Ordinary Shares represented by ADSs) or Class B Ordinary Shares may be deemed to beneficially own 15,308,514 Class A Ordinary Shares (including Class A Ordinary Shares represented by ADSs) and 29,590,120 Class B Ordinary Shares, which, in accordance with Rule 13d-3(d)(1)(i), represents approximately 15.8% of the total number of Class A Ordinary Shares (assuming the conversion of the Class B Ordinary Shares owned by the Reporting Persons into Class A Ordinary Shares) reported to be outstanding in the Form 20-F.

(c) Except as disclosed elsewhere in this Statement, to the knowledge of each of the Reporting Persons, none of the Reporting Persons has effected any transactions in the Class A Ordinary Shares during the past 60 days.

(d) Not applicable.

(e) Not applicable.

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

Item 4 is incorporated herein by reference.

Pursuant to Rule 13d-1(k) promulgated under the Exchange Act, the Reporting Persons have entered into an agreement with respect to the joint filing of this Statement and any amendment or amendments hereto, which is attached hereto as Exhibit 7.01 and incorporated herein by reference.

On April 30, 2020, Mr. Yao and the other Initial Consortium Members entered into the Exclusivity Letter described in Item 4 of this Statement, which is attached hereto as Exhibit 7.02 and incorporated herein by reference.

On April 30, 2020, Mr. Yao and the other Initial Consortium Members delivered to the Company the Updated Proposal described in Item 4 of this Statement, which is attached hereto as Exhibit 7.03 and incorporated herein by reference.

Except as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or, to the knowledge of the Reporting Persons, the directors named on Schedule I hereto, and any other person with respect to any securities of the Company.

Item 7. Materials to be Filed as Exhibits.

Exhibit 7.01	Joint Filing Agreement, dated May 11, 2020, among the Reporting Persons.
Exhibit 7.02	Exclusivity Letter, dated April 30, 2020.
Exhibit 7.03	Updated Proposal, dated April 30, 2020.

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SIGNATURES

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: May 11, 2020

Jinbo Yao

/s/ Jinbo Yao

The Xinyi Trust

By: /s/ KOH Bee Eng and Ricko TAN

Name:	KOH Bee Eng and Ricko TAN
Title:	Authorized Signatories

For and on behalf of Credit Suisse Trust Limited, as Trustee of The Xinyi Trust

Xinyi Limited

By: /s/ KOH Bee Eng and Ricko TAN

Name:	KOH Bee Eng and Ricko TAN
Title:	Authorized Signatories

For and on behalf of Bukit Merah Limited and Tanah Merah Limited, as Corporate Directors of Xinyi Limited

Nihao China Corporation

By: /s/ Jinbo Yao

Name:	Jinbo Yao
Title:	Director

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SCHEDULE I

Directors of Certain Reporting Person(s)

Reporting Person	Director	Business Address	Principal Business	Place of Organization
Xinyi Limited	Bukit Merah Limited	The Bahamas Financial Centre, Shirley and Charlotte Streets, P.O. Box N-3023, Nassau, Bahamas	Service providers	Bahamas
	Tanah Merah Limited		Service providers	Bahamas

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EX-7.01

EXHIBIT 7.01

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with all other Reporting Persons (as such term is defined in the statement on Schedule 13D referred to below) on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares (including Class A ordinary shares represented by American Depositary Shares) of 58.com Inc., a Cayman Islands exempted company, and that this Agreement may be included as an exhibit to such joint filing. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of May 11, 2020.

Jinbo Yao
/s/ Jinbo Yao
The Xinyi Trust
By:	/s/ KOH Bee Eng and Ricko TAN
	Name:	KOH Bee Eng and Ricko TAN
	Title:	Authorized Signatories
	For and on behalf of Credit Suisse Trust Limited, as Trustee of The Xinyi Trust
Xinyi Limited
By:	/s/ KOH Bee Eng and Ricko TAN
	Name:	KOH Bee Eng and Ricko TAN
	Title:	Authorized Signatories
	For and on behalf of Bukit Merah Limited and Tanah Merah Limited, as Corporate Directors of Xinyi Limited
Nihao China Corporation
By:	/s/ Jinbo Yao
	Name:	Jinbo Yao
	Title:	Director

EX-7.02

EXHIBIT 7.02

EXCLUSIVITY LETTER

This EXCLUSIVITY LETTER, dated as of April 30, 2020 (this “Letter”), is made by and among Mr. Jinbo Yao (the “Founder”), Warburg Pincus Asia LLC, a company formed and existing under the laws of Delaware (together with its affiliated investment entities, “Warburg Pincus”), General Atlantic Singapore Fund Pte. Ltd., a company incorporated and existing under the laws of Singapore (together with its affiliated investment entities, “General Atlantic,”), and Ocean Link Partners Limited, a company incorporated and existing under the laws of the Cayman Islands (together with its affiliated investment entities, “Ocean Link”, and together with the Founder, Warburg Pincus, and General Atlantic, collectively, the “Initial Consortium Members”). Each of the Initial Consortium Members is also referred to herein as a “Party,” and collectively, the “Parties.” Unless otherwise defined herein, capitalized terms used herein shall have the meanings assigned to them in Section 6.1 hereof.

WHEREAS, the Parties propose to undertake an acquisition transaction (the “Transaction”) with respect to 58.com Inc., a company incorporated under the laws of the Cayman Islands and listed on the New York Stock Exchange (“NYSE”) (the “Company”), pursuant to which the Parties or their Affiliates will acquire all of the outstanding Company Shares not already beneficially owned by the Parties or any of their Affiliates, and the Company would be delisted from the NYSE and deregistered under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”); and

WHEREAS, on April 2, 2020, Ocean Link submitted a preliminary non-binding proposal letter to the board of directors of the Company (the “Company Board”) in connection with the Transaction, and the Initial Consortium Members wish to, on or about the date hereof, submit an updated proposal letter to the Company Board in substantially the form attached as Schedule A hereto (the “Proposal”).

NOW, THEREFORE, in consideration of the foregoing recitals and of the mutual agreements and covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

1. Proposal and Consortium Agreement; Participation

1.1Proposal and Consortium Agreement. The Initial Consortium Members shall jointly submit the Proposal to the Company Board on or about the date hereof, and shall use their respective good faith efforts to enter into the Consortium Agreement as soon as possible but in any event within the Exclusivity Period (as defined in Section 2.1).

1.2Participation. The Parties agree to act in good faith to pursue the Transaction as a consortium based on the terms to be set out in the Consortium Agreement.

2. Exclusivity

2.1Exclusivity Period. During the period beginning on the date hereof and ending on the earlier of (i) the date which is ninety (90) calendar days after the date of this Letter, which may be extended as jointly agreed by all Initial Consortium Members in writing, and (ii) the execution of the Consortium Agreement (the “Exclusivity Period”), each Party agrees that such Party shall (and shall cause his, her or its Affiliates to):

(a)work exclusively with the other Parties to implement the Transaction, including to (i) evaluate the Company and its business, (ii) conduct negotiations with the Company; and (iii) prepare, negotiate and finalize the definitive documents in connection with the Transaction; and

(b)not, and shall not permit his, her or its Affiliates, directly or indirectly, to (i) propose an Alternative Transaction, or seek, solicit, initiate, induce, facilitate or encourage (including by way of furnishing any non-public information concerning the Company) inquiries or proposals concerning, or participate in any discussions, negotiations, communications or other activities with any person (other than the other Parties) concerning, or enter into or agree to an Alternative Transaction; (ii) provide any information to any third party with a view to the third party or any other person pursuing or considering to pursue an Alternative Transaction; (iii) finance or offer to finance any Alternative Transaction, including by offering any equity or debt finance, or contribution of Company Shares or other securities in the Company or provision of a voting agreement, in support of any Alternative Transaction; (iv) enter into any written or oral agreement, arrangement or understanding (whether legally binding or not) regarding, or do, anything which is inconsistent with the provisions of this Letter or the Transaction as contemplated by this Letter; or (v) seek, solicit, initiate, encourage, facilitate, induce or enter into any negotiation, discussion, agreement or understanding (whether or not in writing and whether or not legally binding) with any other person regarding the matters described in Section 2.1(b)(i) to Section 2.1(b)(iv).

Notwithstanding the foregoing provisions of this Section 2.1, to the extent the Company specifically requests that the Founder or a Representative of General Atlantic on the Company Board cooperate in respect of a bona fide written Alternative Transaction that was not made, sought, initiated, solicited, encouraged, induced, facilitated or joined by the Founder or General Atlantic, respectively, and the Founder (solely in his capacity as the chairman of the Company Board or a member of the Company Board, and not in his capacity as a shareholder) or such Representative of General Atlantic (solely in his or her capacity a member of the Company Board, and not in his or her capacity as a Representative of a shareholder) determines, based on the written advice of Cayman Islands counsel to the Consortium, that the Founder or such Representative of General Atlantic, respectively, is obligated in such capacity to cooperate with the Company in order to comply with his or her respective fiduciary duties under Cayman Islands law, the Founder or such Representative of General Atlantic may provide such cooperation but only to the extent required to comply with such fiduciary duties in such capacity.

3. Termination

3.1Termination.

(a)Subject to Section 3.2(a), this Letter shall terminate with respect to all Parties at any time upon a written agreement among all Parties.

(b)Subject to Section 3.2(a), this Letter shall terminate automatically and without any further action on the part of any Party upon (1) the expiration (including any extensions thereof pursuant to a written agreement among all Parties) of the Exclusivity Period, (2) the formal rejection of the Proposal by the special committee established by the Company’s board of directors or (3) the execution of the Consortium Agreement.

3.2Effect of Termination

(a)Upon termination of this Letter pursuant to Section 3.1, Article 3 (Termination), Section 4.2 (Confidentiality) and Article 5 (Miscellaneous) shall continue to bind the Parties.

(b)Other than the obligations as set forth in Section 3.2(b) and any liability for failure to comply with the terms of this Letter prior to its termination which shall survive such termination, the Parties shall not otherwise be liable to each other in relation to this Letter after termination.

4. Announcements and Confidentiality

4.1Announcements. No announcements or other statement regarding the subject matter of this Letter shall be issued or made by any Party either to the Company (including the Company Board) or to the public without the prior written consent of the other Parties, which consent shall not be unreasonably withheld, delayed or conditioned, except to the extent that any such announcements are required by applicable laws, a court of competent jurisdiction, a regulatory body or international stock exchange, and then only after the form and terms of such disclosure have been notified to the other Parties and the other Parties have had a reasonable opportunity to comment thereon, in each case to the extent reasonably practicable. Notwithstanding the foregoing, each Party may make any Schedule 13D filings, or amendments thereto, in respect of the Company that such Party reasonably believes is required under applicable law without the prior written consent of the other Parties provided that each such Party shall coordinate with the other Parties in good faith regarding the content and timing of such filings or amendments in connection with the Transaction.

4.2Confidentiality. Except as permitted under Section 4.3 or this Section 4.2, each Party (the “Recipient”) shall not, and shall direct his, her or its Affiliates and the Representatives of the foregoing not to, without the prior written consent of another Party (the “Discloser”), disclose any Confidential Information obtained from the Discloser to any other person. The Recipient may disclose any Confidential Information to any of his, her or its Affiliates or any of the Representatives of the foregoing who are engaged in pursuing or evaluating the Transaction and whose knowledge of such information is reasonably necessary for such purpose and who (prior to such disclosure) agree with the Recipient to maintain the confidentiality of such Confidential Information as set out herein or are otherwise bound by applicable law or rules of professional conduct to keep such information confidential; provided that, subject to Section 4.3, no Recipient may disclose any Confidential Information to any equity or debt financing source (other than any Affiliate of such Recipient or any limited partner of any such Affiliate) without the prior written consent of the other Parties. Each Party shall not and shall direct his, her or its Affiliates and the Representatives of the foregoing to whom Confidential Information is disclosed not to, use any Confidential Information for any purpose other than exclusively for the purposes of this Letter or the Transaction.

4.3Permitted Disclosures. A Party may make disclosures (a) if required by applicable laws or the rules and regulations of any securities exchange or Governmental Authority of competent jurisdiction over a Party, but only after the form and terms of such disclosure have been notified to the other Parties and the other Parties have had a reasonable opportunity to comment thereon, in each case to the extent legally permissible and reasonably practicable; or (b) if the information is publicly available other than through a breach of this Letter by such Party, any of his, her or its Affiliates or any of the Representatives of the foregoing.

5. Miscellaneous

5.1Entire Agreement. This Letter constitutes the entire agreement between the Parties and supersedes any previous oral or written agreements or arrangements among them or between any of them relating to its subject matter.

5.2Counterparts. This Letter may be executed in counterparts and all counterparts taken together shall constitute one document.

5.3Governing Law. This Letter shall be governed by, and construed in accordance with, the laws of the State of New York without regard to the conflicts of law principles thereof.

5.4Dispute Resolution. Any disputes, actions and proceedings against any Party or arising out of or in any way relating to this Letter shall be submitted to the Hong Kong International Arbitration Centre (“HKIAC”) and resolved in accordance with the Arbitration Rules of HKIAC in force at the relevant time and as may be amended by this Section 5.4.

6. Definitions and Interpretations

6.1 Definitions. In this Letter, unless the context requires otherwise:

“ADSs” means the Company’s American Depository Shares, each representing two Class A ordinary shares, par value US$0.00001 per share, of the Company.

“Affiliate” shall have the meaning ascribed to such term in Rule 12b-2 under the Exchange Act; including, for the avoidance of doubt, any affiliated investment funds of such Party or any investment vehicles of such Party or such funds; provided, however, that with respect only to Parties that are a private equity, sovereign or other funds in the business of making investments in portfolio companies managed independently, including without limitation Warburg Pincus, General Atlantic and Ocean Link, no portfolio company of any such Party or its Affiliate (including portfolio company of any affiliated investment fund or investment vehicle of such Party or such funds) shall be deemed to be an Affiliate of such Party.

“Alternative Transaction” means any inquiry, proposal or offer from any person (other than the Consortium) relating to (i) any direct or indirect acquisition or purchase of any capital stock or other equity interest representing a controlling interest in the Company, or a merger, consolidation or other business combination transaction involving a change of control of the Company or any of its material subsidiaries, material variable interest entities or subsidiaries thereto or (ii) a transfer, sale or lease of all or substantially all of the assets of the Company or any of its material subsidiaries, material variable interest entities or subsidiaries thereto that are used or have been used in the conduct of their respective businesses.

“Company Shares” means, collectively, the Class A ordinary shares, par value US$0.00001 per share, and the Class B ordinary shares, par value US$0.00001 per share, issued by the Company including such shares represented by the ADSs.

“Confidential Information” includes (a) all written, oral or other information obtained in confidence by one Party from any other Party in connection with this Letter, the Proposal or the Transaction, unless such information (w) is already or becomes known to the receiving Party prior to the disclosure thereof by the disclosing Party, (x) is provided to the receiving Party by a third party which is not known by such receiving Party to be bound by a duty of confidentiality to the disclosing Party, (y) is or becomes publicly available other than through a breach of this Letter by such receiving Party, or (z) is developed independently by or for the receiving Party without using any Confidential Information, and (b) the existence or terms of, and any negotiations or discussions relating to, this Letter, the Proposal and any definitive documentation in respect of the Transaction.

“Consortium” means the consortium formed by the Parties to undertake the Transaction.

“Consortium Agreement” means a consortium agreement to be negotiated and entered into by and among the Initial Consortium Members and any additional parties thereto to deal exclusively with each other in pursuing the Transaction and to cooperate and participate in, among others, the negotiation of the terms of definitive documentation in connection with the Transaction.

“Governmental Authority” means any nation or government, any agency, self-regulatory body, public, regulatory or taxing authority, instrumentality, department, commission, court, arbitrator, ministry, tribunal or board of any nation or government or political subdivision thereof, in each case, whether foreign or domestic and whether national, supranational, federal, provincial, state, regional, local or municipal.

“Representative” of a person means that person’s officers, directors, employees, accountants, counsel, financial advisors, consultants, other advisors, general partners and limited partners.

[Signatures begin on next page]

IN WITNESS WHEREOF, the Parties have caused this Letter to be executed and delivered as of the date first written above.

JINBO YAO

/s/ Jinbo Yao

Notice details:

Address:	Building 105, 10 JiuXianQiao North
	Road Jia, Chaoyang District, Beijing
	100015, China

Facsimile:

E-mail:

IN WITNESS WHEREOF, the Parties have caused this Letter to be executed and delivered as of the date first written above.

Warburg Pincus Asia LLC

By: /s/ Julian Cheng

Name:	Julian Cheng
Title:	Managing Director

Notice details:

Address:	Suite 6703, Two International
	Finance Centre,
	8 Finance Street,
	Central, Hong Kong

Attention:	Julian Cheng
Facsimile:	+852 2521 3869
E-mail:	julian.cheng@warburgpincus.com

IN WITNESS WHEREOF, the Parties have caused this Letter to be executed and delivered as of the date first written above.

	General Atlantic Singapore Fund Pte. Ltd.
By:	/s/ Ong Yu Huat
	Name:	Ong Yu Huat
	Title:	Director

Notice details:

Address: 8 Marina View, #41-04, Asia Square Tower 1, Singapore 018960

Attention: Alex Ong

Email: Aong@generalatlantic.com

with copies to: 

General Atlantic Service Company, L.P.

Address:	Park Avenue Plaza, 32nd Floor, 55 East 52nd Street, New York, NY 10055, USA
Attention: David Rosenstein
General Atlantic Asia Limited

Address:	Suite 5704-5706, 57F Two IFC, 8 Finance Street, Central, Hong Kong
Attention: Ivy Tang

IN WITNESS WHEREOF, the Parties have caused this Letter to be executed and delivered as of the date first written above.

Ocean Link Partners Limited

By:	/s/ Tony Tianyi Jiang
	Name:	Tony Tianyi Jiang
	Title:	Partner

Notice details:

Address: Room 1220, Unit 02A, 12/F, International Commerce Centre, 1 Austin Road, West Kowloon, Hong Kong

Attention: Tony Tianyi Jiang

Facsimile: +852 3421 0430

E-mail: tony.jiang@oceanlp.com

EX-7.03

EXHIBIT 7.03

Updated Preliminary Non-Binding Proposal

to Acquire 58.com Inc.

April 30, 2020

The Board of Directors

58.com Inc.

Building 105, 10 JiuXianQiao North Road Jia

Chaoyang District, Beijing 100015

The People’s Republic of China

Dear Board Members,

Reference is made to the preliminary non-binding proposal dated April 2, 2020 (the “Original Proposal”, as amended and updated by this letter and as may be further amended and updated from time to time, the “Proposal”) from Ocean Link Partners Limited (together with its affiliated investment entities, “Ocean Link”) to acquire all of the outstanding ordinary shares of 58.com Inc. (the “Company”) in a going private transaction (the “Transaction”).

We, Warburg Pincus Asia LLC (together with its affiliated investment entities, “Warburg Pincus”), General Atlantic Singapore Fund Pte. Ltd. (together with its affiliated investment entities, “General Atlantic”), Ocean Link, and Mr. Jinbo Yao, the Chief Executive Officer of the Company (collectively, the “Initial Consortium Members”), are pleased to update the Proposal to, among other things, inform you that we are forming a buyer consortium with respect to the proposed Transaction (the “Consortium”).

We believe that our Proposal provides an attractive opportunity for the Company’s shareholders. The Proposal represents a premium of approximately 17.8% to the closing price of the Company’s ADSs on the trading day immediately preceding the Original Proposal and a premium of 17.1% to the volume-weighted average closing price during the last 15 calendar days preceding the Original Proposal.

Set forth below are the updated primary terms of our Proposal:

1. Consortium Members. The Initial Consortium Members have agreed to work exclusively with each other in pursuing the proposed Transaction. The Initial Consortium Members in the aggregate hold approximately 44.1% of the total voting power of the Company’s issued and outstanding shares.

2. Purchase Price. We propose to acquire all of the outstanding ordinary shares of the Company and the American Depositary Shares of the Company (each, an “ADS”, representing two Class A ordinary shares of the Company). The consideration payable for each ADS to be acquired will be US$55.00 in cash, or US$27.50 in cash per ordinary share (in each case other than those ADSs or ordinary shares that may be rolled over in connection with the proposed Transaction).

3. Funding. We intend to fund the Transaction with a combination of equity and debt financing, and we expect the commitments for the required funding, subject to the terms and conditions set forth in the equity and debt financing documents, to be in place when the definitive agreements for the Transaction (the “Definitive Agreements”) are signed. Equity financing will be provided by the Initial Consortium Members and additional members that may be admitted into the Consortium. We are confident of our ability to secure adequate financing for the Transaction in a timely manner.

4. Due Diligence. We, along with our advisors, are prepared to move expeditiously to carry out our due diligence on the Company. The Initial Consortium Members, together with our advisors, have significant experience in structuring and consummating transactions of this type and believe that we will be in a position to complete customary due diligence for the Transaction in a timely manner and in parallel with negotiation of the Definitive Agreements.

5. Definitive Agreements. We are prepared to promptly negotiate and finalize the Definitive Agreements. These documents will provide for representations, warranties, covenants and conditions which are typical, customary and appropriate for transactions of this type.

6. Process. We believe that the Transaction will provide superior value to the Company’s shareholders. We understand that the Company’s Board of Directors has established a special committee (the “Special Committee”) comprised of independent directors to evaluate our Proposal and any alternative strategic option that the Company may pursue. We look forward to promptly engaging with the Special Committee and its advisors to discuss our Proposal.

In considering our Proposal, you should be aware that the Initial Consortium Members do not intend to sell their shares in the Company to any third party or support any competing bid to our Proposal while remaining a member of the Consortium.

7. About Warburg Pincus. Warburg Pincus is a leading global private equity firm focused on growth investing. Warburg Pincus has more than $54 billion in private equity assets under management. Warburg Pincus’ active portfolio of more than 185 companies is highly diversified by stage, sector, and geography. Warburg Pincus is an experienced partner to management teams seeking to build durable companies with sustainable value. Founded in 1966, Warburg Pincus has raised 19 private equity funds, which have invested more than $83 billion in over 895 companies in more than 40 countries. Warburg Pincus is headquartered in New York with offices in Amsterdam, Beijing, Berlin, Hong Kong, Houston, London, Luxembourg, Mumbai, Mauritius, San Francisco, São Paulo, Shanghai, and Singapore.

8. About General Atlantic. General Atlantic is a leading global growth equity firm providing capital and strategic support for growth companies. Established in 1980, General Atlantic has more than 180 investment professionals based in New York, Greenwich, Palo Alto, São Paulo, London, Munich, Mexico City, Beijing, Shanghai, Hong Kong, Mumbai, Singapore and Jakarta. General Atlantic combines a collaborative global approach, sector specific expertise, a long-term investment horizon and a deep understanding of growth drivers to partner with management teams to build exceptional businesses worldwide. General Atlantic has $37 billion in assets under management, and the firm’s unique capital base is comprised of long-term commitments primarily from wealthy families and large charitable foundations; this affords General Atlantic with flexibility in investment structures and time horizon, enabling a strong partnership approach with growth companies.

9. About Ocean Link. Ocean Link is a private equity firm with a focus on China’s consumer, travel and TMT sectors. Ocean Link currently manages two USD funds and an RMB Fund. With teams in Shanghai, Beijing and Hong Kong, Ocean Link invests in the leading companies across the value chain and sub-verticals of the abovementioned sectors.

10. No Binding Commitment. This letter constitutes only a preliminary indication of our interest, and does not constitute any binding commitment with respect to the Transaction or in connection with the Company’s securities. A binding commitment will result only from the execution of Definitive Agreements, and then will be on terms and conditions provided in such documentation.

11. Governing Law. This letter shall be governed by, and construed in accordance with, the laws of the State of New York without regard to the conflicts of law principles thereof.

We would like to express our commitment to working collaboratively with the Special Committee and its advisors to bring the Transaction to a successful and timely conclusion. Should you have any questions regarding our Proposal, please do not hesitate to contact us.

Sincerely,

Warburg Pincus Asia LLC

By: Julian Cheng, Managing Director

/s/ Julian Cheng

General Atlantic Singapore Fund Pte. Ltd.

By: Ong Yu Huat, Director

/s/ Ong Yu Huat

Ocean Link Partners Limited

By: Tony Tianyi Jiang, Partner

/s/ Tony Tianyi Jiang

Jinbo Yao

/s/ Jinbo Yao